Common use of Prosecution of Licensed Patents Clause in Contracts

Prosecution of Licensed Patents. 7.1.1 LICENSEE agrees to accept liaison and financial responsibilities, as hereinafter set forth, for the prosecution, by a patent lawyer in independent practice, who shall be nominated by LICENSEE and approved by LICENSOR, of the Licensed Applications listed in Section 1.2, and additional applications as the parties may subsequently agree. Said financial responsibilities shall not only include the costs of prosecution but also the payment of maintenance fees, where required, to maintain said patent applications and patents, if issued, in force and effect for as long as possible. It is further agreed that the patent lawyer selected and paid by LICENSEE and approved by LICENSOR shall be required, if so desired by LICENSOR, to keep LICENSOR informed of all steps in the prosecution and maintenance of said Licensed Applications and Licensed Patents. Notice of prosecution and maintenance of said Licensed Applications and Licensed Patents shall be sent by express courier delivery to: Internal IP Counsel Office of Technology Transfer The University of Arizona 000 X. Xxxxxx Xxxxxx, Xxxx 000 Xxxxxx, XX 00000-0000 If, for any reason, prosecution or maintenance of a particular patent application or patent in a particular country is to be abandoned by LICENSEE, LICENSOR will be notified in sufficient time to assume prosecution should LICENSOR desire to do so. LICENSEE shall bear all cost to maintain the patent prosecution until such time that LICENSOR can assume patent prosecution. LICENSEE, by abandonment of any particular patent application or patent, terminates its rights under Article 3 in said patent application or patent and said patent application or patent shall no longer be considered part of Licensed Applications or Licensed Patents for purposes of this Agreement or any sublicense derived herefrom. Within two (2) weeks of notification to LICENSOR by LICENSEE, LICENSEE or its current patent counsel will furnish complete file histories and a summary of current actions required of all of the patent applications constituting said Licensed Applications to the patent lawyer nominated by LICENSOR to continue prosecution of patents abandoned by LICENSEE.

Prosecution of Licensed Patents. 7.1.1 LICENSEE agrees to accept liaison As between BioMarin and financial responsibilitiesAlliant, as hereinafter set forthBioMarin and its licensors will be responsible for filing, for the prosecution, by a patent lawyer in independent practice, who shall be nominated by LICENSEE and approved by LICENSOR, of the Licensed Applications listed in Section 1.2prosecuting, and additional applications as the parties may subsequently agreemaintaining all Licensed Patents. Said financial responsibilities Alliant shall not only include the bear all reasonable costs of prosecution but also the payment of maintenance feesand expenses incurred by BioMarin that are related to such filing, where required, to maintain said patent applications and patents, if issued, in force and effect for as long as possible. It is further agreed that the patent lawyer selected and paid by LICENSEE and approved by LICENSOR shall be required, if so desired by LICENSOR, to keep LICENSOR informed of all steps in the prosecution and maintenance of said Licensed Applications and Licensed Patents. Notice of prosecution and maintenance of said Licensed Applications and the Licensed Patents shall be sent that are prosecuted by express courier delivery to: Internal IP Counsel Office of Technology Transfer The University of Arizona 000 X. Xxxxxx Xxxxxx, Xxxx 000 Xxxxxx, XX 00000-0000 If, for any reason, prosecution or maintenance of a particular patent application or patent in a particular country is to be abandoned by LICENSEE, LICENSOR will be notified in sufficient time to assume prosecution should LICENSOR desire to do so. LICENSEE shall bear all cost to maintain BioMarin during the patent prosecution until such time that LICENSOR can assume patent prosecution. LICENSEE, by abandonment of any particular patent application or patent, terminates its rights under Article 3 in said patent application or patent and said patent application or patent shall no longer be considered part of Licensed Applications or Licensed Patents for purposes term of this Agreement or any sublicense derived herefrom(“BioMarin Prosecuted Patents”). Within two (2) weeks BioMarin shall regularly consult with Alliant and make reasonable efforts to adopt Alliant’s suggestions regarding prosecution tactics and strategy for BioMarin Prosecuted Patents. BioMarin will keep Alliant advised of notification to LICENSOR by LICENSEE, LICENSEE or its current patent counsel will furnish complete file histories the status of the BioMarin Prosecuted Patents and a summary of current actions required provide Alliant with copies of all material correspondence and filings to and from the patent offices examining such BioMarin Prosecuted Patents, such as office actions, proposed responses and amendments, and notices of allowance. After the Acquisition Date, BioMarin will promptly notify Alliant in writing if BioMarin decides not to continue the prosecution of any pending case or not to maintain any issued patent included in the BioMarin Prosecuted Patents at least thirty (30) days before the pending case is abandoned or the issued patent is lapsed, and to the extent BioMarin has failed to provide a commercially reasonable position for not taking such action, Alliant may request that BioMarin grant Alliant the right to take over the prosecution of the pending case or the maintenance of the issued patent, which request BioMarin will not unreasonably deny. If the request is granted, BioMarin will designate and appoint Alliant and its duly authorized employees and agents as BioMarin’s agent and attorney-in-fact to prosecute any such pending case or to maintain any such patent applications constituting said Licensed Applications under the name of BioMarin and in connection therewith to execute, file, and deliver documents in the patent lawyer nominated by LICENSOR name of and on behalf of BioMarin. BioMarin will assist and fully cooperate with Alliant, at Alliant’s request and expense, in prosecuting any such pending case which BioMarin has decided not to continue prosecution of patents abandoned by LICENSEEprosecuting or in maintaining any such patent which BioMarin has decided not to continue maintaining.

Prosecution of Licensed Patents. 7.1.1 7.1 LICENSEE agrees to accept liaison and financial responsibilities, as hereinafter set forth, for the prosecution, by a patent lawyer in independent practice, who shall be nominated by LICENSEE and approved by LICENSOR, of the Licensed Applications Patents listed in Section 1.2Schedule A, and additional applications as the parties may subsequently agree. Said financial responsibilities shall not only include the costs of prosecution but also the payment of maintenance fees, where required, to maintain said patent applications and patents, if issued, in force and effect for as long as possible. It is further agreed that the patent lawyer selected and paid by LICENSEE and approved by LICENSOR shall be required, if so desired by LICENSOR, to keep LICENSOR informed of all steps in the prosecution and maintenance of said Licensed Applications and Licensed Patents. Notice of prosecution and maintenance of said Licensed Applications and Licensed Patents shall be sent by express courier delivery to: Internal IP Counsel Attn: UA #04-034; UA # 06-011 Office of Technology Transfer The University of Arizona 000 X. Xxxxxx Xxxxxx, Xxxx 000 Xxxxxx, XX 0000000000 Tel: 000-000-0000 If, for any reason, prosecution or maintenance of a particular patent application or patent in a particular country is to be abandoned by LICENSEE, LICENSOR will be notified in sufficient time to assume prosecution should LICENSOR desire to do so. LICENSEE shall bear all cost to maintain the patent prosecution until such time that LICENSOR can assume patent prosecution. LICENSEE, by abandonment of any particular patent application or patent, terminates its rights under Article 3 in said patent application or patent and said patent application or patent shall no longer be considered part of Licensed Applications or Licensed Patents for purposes of this Agreement or any sublicense derived herefrom. [+] DESIGNATES PORTIONS OF THIS DOCUMENT THAT HAVE BEEN OMITTED FOR CONFIDENTIALITY PURPOSES Within two (2) weeks of notification to LICENSOR by LICENSEE, LICENSEE or its current patent counsel will furnish complete file histories and a summary of current actions required of all of the patent applications constituting said Licensed Applications Patents to the patent lawyer nominated by LICENSOR to continue prosecution of patents abandoned by LICENSEE.

Prosecution of Licensed Patents. 7.1.1 7.1 LICENSEE agrees to accept liaison and financial responsibilities, as hereinafter set forth, for the prosecution, by a patent lawyer in independent practice, who shall be nominated by LICENSEE and approved by LICENSOR, of the Licensed Applications listed in Section 1.2on Appendix A, and additional applications as the parties may subsequently agree. Said financial responsibilities shall not only include the costs of prosecution but also the payment of maintenance fees, where required, to maintain said patent applications and patents, if issued, in force and effect for as long as possible. It is further agreed that the patent lawyer selected and paid by LICENSEE and approved by LICENSOR shall be required, if so desired by LICENSOR, to keep a patent lawyer selected by LICENSOR informed of all steps in the prosecution and maintenance of said Licensed Applications and Licensed PatentsPatent Rights. Notice of prosecution and maintenance of said Licensed Applications and Licensed Patents Patent Rights shall be sent by express courier delivery to: Internal IP Counsel Xxxxx X. Xxxxxx, Esq. Research & Technology Development Services Georgetown Xxxxxxxxxx Xxxxxxx Xxxxxx Xxxxx 000, Xxxxxxxx X 0000 Xxxxxxxxx Xxxx, X.X. Xxxxxxxxxx, X.X. 00000 And Xxxxx Xxxxxxxxx, Ph.D., Director Office of Technology Transfer The University of Arizona 000 P. X. Xxxxxx Xxxxxx, Xxxx 000 Xxx 000000 Xxxxxx, XX 00000-0000 if express mail: Xxxxxxx Bldg., Rm. 3205 0000 Xxxxxxxx Xxxx. Xxxxxx, XX 00000-0000 [+] DESIGNATES PORTIONS OF THIS DOCUMENT THAT HAVE BEEN OMITTED FOR CONFIDENTIALITY PURPOSES If, for any reason, prosecution or maintenance of a particular patent application or patent in a particular country is to be abandoned by LICENSEE, LICENSOR will be notified in sufficient time to assume prosecution should LICENSOR desire to do soprosecution. LICENSEE shall bear all cost to maintain the patent prosecution until such time that LICENSOR can assume patent prosecution. LICENSEE, by abandonment of any particular patent application or patent, terminates its rights under Article 3 in said patent application or patent and said patent application or patent shall no longer be considered part of Licensed Applications or Licensed Patents for purposes of this Agreement or any sublicense derived herefrom. Within two (2) weeks of notification to LICENSOR by LICENSEE, LICENSEE or its current patent counsel will furnish complete file histories and a summary of current actions required of all of the patent applications constituting said Licensed Applications to the patent lawyer nominated by LICENSOR to continue prosecution of patents abandoned by LICENSEE.

Prosecution of Licensed Patents. 7.1.1 LICENSEE agrees to accept liaison and financial responsibilitiesGSK, as hereinafter set forth, for the prosecution, by a patent lawyer in independent practice, who shall be nominated by LICENSEE and approved by LICENSOR, either directly or through an authorized Third Party licensee of the Licensed Applications listed in Section 1.2Patent Rights (an "Authorized Third Party"), and additional applications as the parties may subsequently agree. Said financial responsibilities shall not only include the costs of prosecution but also the payment of maintenance fees, where required, to maintain said patent applications and patents, if issued, in force and effect for as long as possible. It is further agreed that the patent lawyer selected and paid by LICENSEE and approved by LICENSOR shall be requiredresponsible for filing, if so desired by LICENSOR, to keep LICENSOR informed of all steps in the prosecution and maintenance of said the Licensed Applications Patent Rights. GSK shall inform ViaCell of each patent issuing on the Licensed Patent Rights. If GSK or any Authorized Third Party abandons prosecution of any patent application under the Licensed Patent Rights or fails to maintain any issued patent under Licensed Patent Rights, and such abandonment or failure to maintain results in sales of Products in a Major Market by a Third Party who is not a licensee of GSK or a sublicensee of GSK under Licensed PatentsPatent Rights, then upon written request from ViaCell, GSK shall reduce or rebate a portion of the License Maintenance Fees and Milestone Payments due in the future or previously made hereunder in an equitable amount to be negotiated in good faith by the parties. Notice GSK shall notify ViaCell in sufficient time before GSK or an Authorized Third Party abandons the prosecution of any patent application under the Licensed Patent Rights or stops maintaining any issued patent under Licensed Patent Rights, such that ViaCell shall have the opportunity to assume the prosecution and of any such patent application or the maintenance of said Licensed Applications and Licensed Patents any such issued patent. ViaCell shall be sent by express courier delivery to: Internal IP Counsel Office then have the right, but not the obligation, to assume the prosecution of Technology Transfer The University any such patent application or the maintenance of Arizona 000 X. Xxxxxx Xxxxxx, Xxxx 000 Xxxxxx, XX 00000-0000 If, for any reason, such issued patent in GSK's name at ViaCell's expense. In the event that ViaCell may elect to assume such prosecution or maintenance of a particular patent given application or patent in a particular country is to be abandoned by LICENSEEunder Licensed Patent Rights, LICENSOR will be notified in sufficient time to assume prosecution should LICENSOR desire to do so. LICENSEE GSK shall bear all cost to maintain remain the patent prosecution until owner of such time that LICENSOR can assume patent prosecution. LICENSEE, by abandonment of any particular patent application or patent, terminates its rights under Article 3 in said patent application or patent and said patent application or patent it is understood that ViaCell's license rights shall no longer be considered part of Licensed Applications or Licensed Patents for purposes of not become greater than what is expressly granted to ViaCell under this Agreement or any sublicense derived herefrom. Within two (2) weeks of notification to LICENSOR by LICENSEEAgreement, LICENSEE or its current patent counsel will furnish complete file histories and a summary of current actions required of all of unless expressly agreed hereto in writing between the patent applications constituting said Licensed Applications to the patent lawyer nominated by LICENSOR to continue prosecution of patents abandoned by LICENSEEparties.

Prosecution of Licensed Patents. 7.1.1 LICENSEE agrees to accept liaison 7.1 XXXXX XXXXXXX and financial responsibilities, ONTOGENY will share responsibility for patent prosecution as hereinafter set forth, for follows: XXXXX XXXXXXX will lead the prosecution, by a patent lawyer in independent practice, who shall be nominated by LICENSEE and approved by LICENSOR, management of prosecution of the Licensed Applications listed Patent using patent counsel reasonably acceptable to ONTOGENY, which counsel will use diligent efforts to prosecute the Licensed Patents in Section 1.2the best interest of ONTOGENY, XXXXX XXXXXXX, HHMI and the UNIVERSITY OF WASHINGTON. XXXXX XXXXXXX agrees to use reasonable efforts to keep such patent costs reasonable for the benefit of ONTOGENY, provided however, that the quality and scope of the Licensed Patent will not be jeopardized by such minimization. XXXXX XXXXXXX will require its patent counsel to provide an annual patent prosecution and maintenance budget to ONTOGENY with reasonable period for review. If in any year ONTOGENY disputes such annual patent prosecution and maintenance budget proposed by XXXXX XXXXXXX, then ONTOGENY will be responsible for all legal bills, up to the annual budget limit proposed by XXXXX XXXXXXX, until both parties resolve their dispute over such patent prosecution and maintenance budget for the year. XXXXX XXXXXXX' patent counsel will directly notify ONTOGENY and ONTOGENY's patent counsel, and additional applications provide ONTOGENY and ONTOGENY's patent counsel copies of any official communications from United States and foreign patent offices relating to said prosecution, as well as copies of relevant communications to the parties various patent offices so that ONTOGENY may subsequently agreebe informed and appraised of the continuing prosecution of Licensed Patent. Said financial responsibilities In addition, XXXXX XXXXXXX shall not only include cause ONTOGENY to be directly copied on all correspondence between XXXXX XXXXXXX and XXXXX XXXXXXX' patent counsel with regard to the costs status of prosecution but also the payment of maintenance fees, where required, to maintain said any and all patents and patent applications and patentscomprising Licensed Patents. ONTOGENY will have reasonable opportunities to participate in decision making on key decisions affecting filing, if issued, in force and effect for as long as possible. It is further agreed that the patent lawyer selected and paid by LICENSEE and approved by LICENSOR shall be required, if so desired by LICENSOR, to keep LICENSOR informed of all steps in the prosecution and maintenance of said the Licensed Applications and Licensed Patents. Notice of prosecution and maintenance of said Licensed Applications and Licensed Patents shall be sent by express courier delivery to: Internal IP Counsel Office of Technology Transfer The University of Arizona 000 X. Xxxxxx XxxxxxPatent, Xxxx 000 Xxxxxxincluding, XX 00000-0000 If, for any reason, prosecution or maintenance of a particular patent application or patent in a particular country is without limitation reasonable opportunity to be abandoned by LICENSEE, LICENSOR will be notified in sufficient time to assume prosecution should LICENSOR desire to do so. LICENSEE shall bear all cost to maintain review the patent prosecution until such time that LICENSOR can assume patent prosecution. LICENSEE, by abandonment of any particular Licensed Patent or claims thereof, and XXXXX XXXXXXX will use reasonable efforts to incorporate ONTOGENY's reasonable suggestions regarding said prosecution. XXXXX XXXXXXX will use reasonable efforts to amend any patent application or patent, terminates its rights under Article 3 in said patent application or patent to include claims reasonably requested by ONTOGENY to protect Licensed Product. No case will be abandoned without giving ONTOGENY at least thirty (30) days notice and said patent application or patent shall no longer be considered part of Licensed Applications or Licensed Patents for purposes of this Agreement or any sublicense derived herefrom. Within two (2) weeks of notification opportunity to LICENSOR by LICENSEE, LICENSEE or its current patent counsel will furnish complete file histories and a summary of current actions required of all of pursue the patent applications constituting said Licensed Applications to the patent lawyer nominated by LICENSOR to continue prosecution of patents abandoned by LICENSEEapplication.

Prosecution of Licensed Patents. 7.1.1 LICENSEE agrees 8.4.1 As long as the Licensor continues to accept liaison undertake Development for and financial responsibilitieson behalf of the Licensee under this Agreement, as hereinafter set forththe Licensor shall have the first right, but not the obligation, for the prosecutionfiling, by a patent lawyer in independent practice, who shall be nominated by LICENSEE and approved by LICENSOR, of the Licensed Applications listed in Section 1.2, and additional applications as the parties may subsequently agree. Said financial responsibilities shall not only include the costs of prosecution but also the payment of maintenance fees, where required, to maintain said patent applications and patents, if issued, in force and effect for as long as possible. It is further agreed that the patent lawyer selected and paid by LICENSEE and approved by LICENSOR shall be required, if so desired by LICENSOR, to keep LICENSOR informed of all steps in the prosecution and maintenance of said Licensed Applications and all Licensed Patents. Notice All costs and expenses incurred by it relating to such filing, prosecution, and maintenance, including outside patent counsel fees and internal costs incurred in connection therewith shall be treated as a part of the Development Cost. At Licensee’s written request, Licensor shall keep Licensee informed of all material steps to be taken in the preparation and prosecution of all Licensed Patents in the Territory and shall furnish and provide Licensee with copies of correspondence to and from patent offices, and, to the extent reasonably practicable, permit Licensee an opportunity to offer its comments thereon before making a submission to a patent office and Licensor shall consider in good faith Licensee’s comments. Licensor will give reasonable notice to Licensee, but in any event at least ninety (90) days advance written notice, before deciding to abandon the prosecution, maintenance or defence of any Licensed Patent in the Territory, and Licensee shall, upon receipt of such notice, be entitled to assume and thereafter direct such prosecution and maintenance maintenance, cost of said Licensed Applications and Licensed Patents which shall be sent borne as part of the Development Cost. Upon provision of written notice by express courier delivery Licensee to Licensor of its desire to assume control of such activities, the Licensor shall, and shall cause any patent counsel engaged by Licensor to: Internal IP Counsel Office , promptly transfer all relevant documents and records, and provide all such other reasonably necessary support to Licensee in order to promptly and fully transfer such activities to Licensee. Licensee has the right but not the obligation to engage any patent counsel engaged by the Licensor for assuming any of Technology Transfer The University of Arizona 000 X. Xxxxxx Xxxxxx, Xxxx 000 Xxxxxx, XX 00000-0000 If, for any reasonthe filing, prosecution or maintenance of a particular patent application or patent in a particular country is to be abandoned by LICENSEE, LICENSOR will be notified in sufficient time to assume prosecution should LICENSOR desire to do so. LICENSEE shall bear all cost to maintain the patent prosecution until such time that LICENSOR can assume patent prosecution. LICENSEE, by abandonment of any particular patent application or patent, terminates its rights under Article 3 in said patent application or patent and said patent application or patent shall no longer be considered part of Licensed Applications or Licensed Patents for purposes of this Agreement or any sublicense derived herefrom. Within two (2) weeks of notification to LICENSOR by LICENSEE, LICENSEE or its current patent counsel will furnish complete file histories and a summary of current actions required of all of the patent applications constituting said Licensed Applications to the patent lawyer nominated by LICENSOR to continue prosecution of patents abandoned by LICENSEEgoing forward.

Prosecution of Licensed Patents. 7.1.1 LICENSEE agrees to accept liaison 7.1 XXXXX XXXXXXX and financial responsibilities, XXXXX will share responsibility for patent prosecution as hereinafter set forth, for follows: XXXXX XXXXXXX will lead the prosecution, by a patent lawyer in independent practice, who shall be nominated by LICENSEE and approved by LICENSOR, management of prosecution of the Licensed Applications listed Patent(s) using patent counsel reasonably acceptable to CURIS, which counsel will use diligent efforts to prosecute the Licensed Patent(s) in Section 1.2the best interest of XXXXX, XXXXX XXXXXXX, HHMI and the UNIVERSITY OF WASHINGTON. XXXXX XXXXXXX agrees to use reasonable efforts to keep such patent costs reasonable for the benefit of CURIS, provided however, that the quality and scope of the Licensed Patent(s) will not be jeopardized by such minimization. XXXXX XXXXXXX’ patent counsel will directly notify CURIS and CURIS’s patent counsel, and additional applications provide CURIS and CURIS’s patent counsel copies of any official communications from United States and foreign patent offices relating to said prosecution, as well as copies of relevant communications to the parties various patent offices so that CURIS may subsequently agreebe informed and appraised of the continuing prosecution of Licensed Patent(s). Said financial responsibilities In addition, XXXXX XXXXXXX shall not only include cause CURIS to be directly copied on all correspondence between XXXXX XXXXXXX and XXXXX XXXXXXX’x patent counsel with regard to the costs status of prosecution but also the payment of maintenance fees, where required, to maintain said any and all patents and patent applications and patentscomprising Licensed Patent(s). CURIS will have reasonable opportunities to participate in decision making on key decisions affecting filing, if issued, in force and effect for as long as possible. It is further agreed that the patent lawyer selected and paid by LICENSEE and approved by LICENSOR shall be required, if so desired by LICENSOR, to keep LICENSOR informed of all steps in the prosecution and maintenance of said the Licensed Applications and Licensed Patents. Notice of prosecution and maintenance of said Licensed Applications and Licensed Patents shall be sent by express courier delivery to: Internal IP Counsel Office of Technology Transfer The University of Arizona 000 X. Xxxxxx XxxxxxPatent(s), Xxxx 000 Xxxxxxincluding, XX 00000-0000 If, for any reason, prosecution or maintenance of a particular patent application or patent in a particular country is without limitation reasonable opportunity to be abandoned by LICENSEE, LICENSOR will be notified in sufficient time to assume prosecution should LICENSOR desire to do so. LICENSEE shall bear all cost to maintain review the patent prosecution until such time that LICENSOR can assume patent prosecution. LICENSEE, by abandonment of any particular Licensed Patent(s) or claims thereof, and XXXXX XXXXXXX will use reasonable efforts to incorporate CURIS’s reasonable suggestions regarding said prosecution. XXXXX XXXXXXX will use reasonable efforts to amend any patent application or patent, terminates its rights under Article 3 in said patent application or patent to include claims reasonably requested by CURIS to protect Licensed Product(s). No case will be abandoned without giving CURIS at least thirty (30) days notice and said patent application or patent shall no longer be considered part of Licensed Applications or Licensed Patents for purposes of this Agreement or any sublicense derived herefrom. Within two (2) weeks of notification opportunity to LICENSOR by LICENSEE, LICENSEE or its current patent counsel will furnish complete file histories and a summary of current actions required of all of pursue the patent applications constituting said Licensed Applications to the patent lawyer nominated by LICENSOR to continue prosecution of patents abandoned by LICENSEEapplication.

Prosecution of Licensed Patents. 7.1.1 LICENSEE agrees (a) As between the Parties, IDT shall have the right and authority to accept liaison prepare, file, prosecute and financial responsibilities, as hereinafter set forth, for the prosecution, by a patent lawyer in independent practice, who shall be nominated by LICENSEE and approved by LICENSOR, of maintain the Licensed Applications listed in Section 1.2, Patents at its sole cost and additional applications as the parties may subsequently agreeexpense. Said financial responsibilities IDT shall not only include the costs of prosecution but also the payment of maintenance fees, where required, to maintain said patent applications and patents, if issued, in force and effect for as long as possible. It is further agreed that the patent lawyer selected and paid by LICENSEE and approved by LICENSOR shall be required, if so desired by LICENSOR, to keep LICENSOR Graphite fully informed of all material steps in with regard to the prosecution preparation, filing, prosecution, and maintenance of said Licensed Applications and such Licensed Patents, including by providing Graphite with a copy of material communications to and from any patent authority in the Territory regarding such Licensed Patents, and by providing Graphite drafts of any material filings or responses to be made to such patent authorities in the Territory sufficiently in advance of submitting such filings or responses so as to allow for a reasonable opportunity for Graphite to review and comment thereon. Notice IDT shall consider in good faith the requests and suggestions of prosecution Graphite with respect to such drafts and with respect to strategies for filing and prosecuting such Licensed Patents in the Territory. Notwithstanding the foregoing, IDT shall promptly inform Graphite of any adversarial patent office proceeding or sua sponte filing, including a request for, or filing or declaration of, any interference, opposition, or re-examination relating to a Licensed Patent in the Territory. The Parties shall thereafter consult and cooperate to determine a course of action with respect to any such proceeding in the Territory and IDT shall consider in good faith all comments, requests and suggestions provided by Graphite. IDT shall not initiate any such adversarial patent office proceeding relating to a Licensed Patent in the Territory without first consulting Graphite. If IDT decides not to prepare, file, prosecute, or maintain a Licensed Patent in a country or other jurisdiction in the Territory, IDT shall provide reasonable prior written notice to Graphite of such intention (which notice shall, in any event, be given no later than thirty (30) days prior to the next deadline for any action that may be taken with respect to such Licensed Patent in such country or other jurisdiction), Graphite shall thereupon have the option, in its sole discretion, to assume the control and direction of the preparation, filing, prosecution, and maintenance of said such Licensed Applications Patent at its expense in such country or other jurisdiction. Upon Graphite’s written acceptance of such option, Graphite shall assume the responsibility and control for the preparation, filing, prosecution, and maintenance of such Licensed Patent. In such event, IDT shall reasonably cooperate with Graphite in such country or other jurisdiction. Where a Licensed Patent has a Valid Claim directed to a Licensed Product or the Exploitation thereof, Graphite shall have the shall be responsible for making decisions regarding patent term extensions, including supplementary protection certificates and any other extensions that are now or become available in the future, wherever applicable, for Licensed Patents shall be sent by express courier delivery to: Internal IP Counsel Office of Technology Transfer The University of Arizona 000 X. Xxxxxx Xxxxxx, Xxxx 000 Xxxxxx, XX 00000-0000 If, in any country or other jurisdiction and for applying for any reasonextension (including patent term extension and supplementary protection certificate) with respect to such Patents in the Territory. IDT shall provide prompt and reasonable assistance, prosecution as requested by Graphite, including by taking such action as patent holder as is required under any applicable law to obtain such extension. Graphite shall pay all expenses in regard to obtaining such extension in the Territory. Notwithstanding the above, IDT shall have the sole right to apply for and obtain any Patent term extension or maintenance related extension of a particular patent application or patent rights, including supplementary protection certificates and similar rights for the Licensed Patent anywhere in a particular country is to be abandoned by LICENSEE, LICENSOR will be notified the world in sufficient time to assume prosecution should LICENSOR desire to do so. LICENSEE shall bear all cost to maintain the patent prosecution until such time that LICENSOR can assume patent prosecution. LICENSEE, by abandonment of any particular patent application or patent, terminates its rights under Article 3 in said patent application or patent and said patent application or patent shall no longer be considered part of Licensed Applications or Licensed Patents for purposes of this Agreement or any sublicense derived herefrom. Within two (2) weeks of notification to LICENSOR by LICENSEE, LICENSEE or its current patent counsel will furnish complete file histories and a summary of current actions required of all of the patent applications constituting said Licensed Applications to the patent lawyer nominated by LICENSOR to continue prosecution of patents abandoned by LICENSEEother circumstances.

Prosecution of Licensed Patents. 7.1.1 7.1 LICENSEE agrees to accept liaison and financial responsibilities, as hereinafter set forth, for the prosecution, by a patent lawyer in independent practice, who shall be nominated by LICENSEE and approved by LICENSOR, of the Licensed Applications Patents listed in Section 1.2Schedule A, and additional applications as the parties may subsequently agree. Said financial responsibilities shall not only include the costs of prosecution but also the payment of maintenance fees, where required, to maintain said patent applications and patents, if issued, in force and effect for as long as possible. It is further agreed that the patent lawyer selected and paid by LICENSEE and approved by LICENSOR shall be required, if so desired by LICENSOR, to keep LICENSOR informed of all steps in the prosecution and maintenance of said Licensed Applications and Licensed Patents. Notice of prosecution and maintenance of said Licensed Applications and Licensed Patents shall be sent by express courier delivery to: Internal IP Counsel Attn: UA #04-034; UA # 06-011 Office of Technology Transfer The University of Arizona 000 X. Xxxxxx Xxxxxx, Xxxx 000 Xxxxxx, XX 0000000000 Tel: 000-000-0000 If, for any reason, prosecution or maintenance of a particular patent application or patent in a particular country is to be abandoned by LICENSEE, LICENSOR will be notified in sufficient time to assume prosecution should LICENSOR desire to do so. LICENSEE shall bear all cost to maintain the patent prosecution until such time that LICENSOR can assume patent prosecution. LICENSEE, by abandonment of any particular patent application or patent, terminates its rights under Article 3 in said patent application or patent and said patent application or patent shall no longer be considered part of Licensed Applications or Licensed Patents for purposes of this Agreement or any sublicense derived herefrom. [+] DESIGNATES PORTIONS OF THIS DOCUMENT THAT HAVE BEEN OMITTED FOR CONFIDENTIALITY PURPOSES. Within two (2) weeks of notification to LICENSOR by LICENSEE, LICENSEE or its current patent counsel will furnish complete file histories and a summary of current actions required of all of the patent applications constituting said Licensed Applications Patents to the patent lawyer nominated by LICENSOR to continue prosecution of patents abandoned by LICENSEE.

Prosecution of Licensed Patents. 7.1.1 LICENSEE agrees to accept liaison Unless and financial responsibilitiesuntil assumed by Elanco, as hereinafter set forthprovided below, KindredBio shall have the first right (but not the obligation) to control the filing, prosecution of maintenance and using patent counsel of any patents and patent applications for the prosecution, by a patent lawyer in independent practice, who Licensed Technology. KindredBio shall be nominated by LICENSEE keep Elanco reasonably informed of progress with regard to its prosecution and approved by LICENSOR, maintenance of the any Licensed Applications listed in Section 1.2, Patents and additional applications as the parties may subsequently agree. Said financial responsibilities shall not only include the costs filing of prosecution but also the payment of maintenance fees, where required, to maintain said any new patent applications and patentsdirected to Licensed Know-How, if issued, in force and effect for as long as possible. It is further agreed that the patent lawyer selected and paid including by LICENSEE and approved by LICENSOR shall be required, if so desired by LICENSOR, to keep LICENSOR informed providing Elanco with drafts of all steps proposed substantive filings and correspondence to any relevant patent authority for KindredBio’s review and comment prior to the submission of such proposed filings and correspondence. KindredBio shall consider in good faith Elanco’s comments related to such Patents prior to submitting such filings and correspondence, provided that Elanco provides such comments to KindredBio within [***]days (or a shorter period reasonably designated by KindredBio if [***]days is not practicable given the filing deadline) of receiving the draft filings and correspondence from Elanco. If KindredBio: (i) seeks to abandon or cease the prosecution or maintenance of any Licensed Patent in a particular jurisdiction (without initiation of the prosecution and maintenance of said a substitution therefor) or to not file a utility application prior claiming priority to a provisional patent application prior to expiration of such provisional application, (ii) elects not to file a foreign counterpart to a Licensed Applications and Patent in a particular jurisdiction within [***]days of Elanco’s request for such filing (or such shorter period has may be necessary to enable such filing within applicable filing deadlines) or (iii) elects not to file a patent application directed to a particular invention that is Licensed Patents. Notice Know-How within [***]days of prosecution and maintenance Elanco’s request for such filing (or such shorter period as may be necessary to enable such filing within applicable filing deadlines), then KindredBio shall provide reasonable prior written notice to Elanco of said Licensed Applications and Licensed Patents shall be sent by express courier delivery to: Internal IP Counsel Office of Technology Transfer The University of Arizona 000 X. Xxxxxx Xxxxxx, Xxxx 000 Xxxxxx, XX 00000-0000 If, for any reason, such intention to abandon or cease such prosecution or maintenance or election not to file (which notice shall be given no later than [***]days prior to the final, non-extendable deadline for any action that must be taken with respect to any such Licensed Patent or invention, as applicable, with the patent office). In such case, then Elanco will have the right, by written notice to KindredBio, to take over, be responsible for, and control all patent preparation, filing, prosecution, and maintenance for Licensed Technology or any New Inventions under such Licensed Technology. Until Elanco expressly assumes such responsibility, KindredBio shall continue to prosecute, maintain and enforce all Licensed Patents and will keep Elanco informed of a particular patent application all such matters and give due consideration to any input or patent suggestions of Elanco, as provided above. Elanco shall have the first right to defend the Licensed Patents and other intellectual property rights included in a particular country is to be abandoned by LICENSEEthe Licensed Technology (other than Joint Patents, LICENSOR will be notified which are addressed in sufficient time to assume prosecution should LICENSOR desire to do soSection 9.2(b) (Joint Patents)). LICENSEE Each Party shall bear all the cost of prosecuting, maintaining, and defending related to maintain its own IP. To the extent Elanco has assumed responsibility for patent prosecution until such time that LICENSOR can assume patent preparation, prosecution. LICENSEE, by abandonment of any particular patent application or patentmaintenance and enforcement, terminates its rights under Article 3 in said patent application or patent Elanco shall (i) use diligent and said patent application or patent shall no longer be considered part of Licensed Applications or Licensed Patents for purposes of this Agreement or any sublicense derived herefrom. Within two (2) weeks of notification to LICENSOR by LICENSEEcommercially reasonable efforts, LICENSEE or its current patent counsel will furnish complete file histories and a summary of current actions required keeping KindredBio fully informed of all such matters and give due consideration to any input and suggestions of KindredBio and not make any settlements without KindredBio’s prior approval and (ii) bear the patent applications constituting said cost of prosecuting, maintaining and defending such Licensed Applications to the patent lawyer nominated by LICENSOR to continue prosecution of patents abandoned by LICENSEEPatents.