Common use of Prosecution Clause in Contracts

Prosecution. Provided that Licensee seeks and maintains the strongest and broadest reasonable patent claims in the best interests of all owners of the Patent Rights and uses patent attorneys acceptable to BIDMC, such acceptance not to be unreasonably withheld, BIDMC appoints Licensee as its agent to prepare, file, prosecute, and maintain all of the Patent Rights during the Term. Licensee shall pay Licensee’s patent counsel directly for any invoiced Patent Costs and agrees to indemnify, defend and hold BIDMC harmless from and against any and all liabilities, damages, costs and expenses incurred by or imposed upon BIDMC in connection with any third party claim arising from the failure of Licensee to timely pay such invoices. Licensee shall instruct patent counsel to provide copies to BIDMC for BIDMC’s administrative files of all invoices detailing Patent Costs which are sent directly to Licensee and inform patent counsel that in no case shall BIDMC be liable for any Patent Costs incurred at the instruction of Licensee. Licensee shall copy BIDMC on all patent prosecution documents and give BIDMC reasonable opportunities to advise Licensee on such filing, prosecution and maintenance. In the event Licensee desires to abandon any patent, patent application, or any patent claims within the Patent Rights, Licensee shall provide BIDMC with reasonable prior written notice of such intended abandonment. If Licensee determines to abandon such patent or patent application without filing a divisional or continuing application directed to similar subject matter, then, at its sole discretion, BIDMC may assume the right to prepare, file, prosecute and maintain the relevant Patent Rights at BIDMC’s expense. In such event, if such abandonment is in the European Union., United States or Japan, such BIDMC paid-for rights shall be removed from the definition of Patent Rights under this Agreement, the licenses granted to Licensee and its Affiliates as to such rights under this Agreement shall terminate, except that, for the avoidance of doubt, Licensee shall retain the rights as set forth in the MTA, and BIDMC shall have the right to abandon or maintain and license its interest in such Patent Rights in its discretion. In the event Licensee (i) fails to maintain any of the Patent Rights and has not complied with the last sentence of the first paragraph of this Section 6.1, or (ii) fails to notify BIDMC of its intent to abandon such Patent Rights, in accordance with this Section, Licensee shall indemnify, defend and hold BIDMC harmless from and against costs and liabilities to any third parties that are associated with the recovery of or loss of any such Patent Rights. In the event that License is obligated to indemnify BIDMC pursuant to this Section 6.1, such indemnification obligation shall be on the term set forth in Section 8.1.

Prosecution. Provided that Licensee seeks Aridis shall provide Emergent once per year with an updated list of all Aridis Patents, which shall include their filing date, priority date, grant date and maintains filing status. (a) Subject to Section 9.5.5 and unless otherwise instructed by Emergent, Aridis shall diligently file and prosecute the strongest and broadest reasonable patent claims Exclusive Field Aridis Patents in the best interests countries and regions specified in Schedule 9.5.2 (provided that this obligation shall not apply to the BYU Technology or any other Aridis Patents which have already entered national phase prosecution prior to the Effective Date of all owners of this Agreement). On issuance and unless otherwise instructed by Emergent, Aridis shall maintain Exclusive Field Aridis Patents in full force in such countries. Emergent shall reimburse Aridis for the Patent Rights and uses patent attorneys acceptable to BIDMC, such acceptance not to be unreasonably withheld, BIDMC appoints Licensee as its agent to prepare, file, prosecute, and maintain all of the Patent Rights during the Term. Licensee shall pay Licensee’s patent counsel directly for any invoiced Patent Costs and agrees to indemnify, defend and hold BIDMC harmless from and against any and all liabilities, damages, reasonable costs and expenses incurred by or imposed upon BIDMC in connection with any third party claim arising from the failure of Licensee to timely pay such invoices. Licensee shall instruct patent counsel to provide copies to BIDMC for BIDMC’s administrative files of all invoices detailing Patent Costs which are sent directly to Licensee and inform patent counsel that in no case shall BIDMC be liable for any Patent Costs incurred at the instruction of Licensee. Licensee shall copy BIDMC on all patent prosecution documents and give BIDMC reasonable opportunities to advise Licensee on such filing, prosecution and maintenancemaintenance of Exclusive Field Aridis Patents. In the event Licensee desires Aridis will, and will instruct its counsel to, cooperate fully with Emergent with respect to abandon any patent, patent application, or prosecution matters relating to Exclusive Field Aridis Patents. Aridis shall provide Emergent with copies of all material submissions and correspondence with any patent claims within authorities for the Patent RightsExclusive Field Aridis Patents, Licensee and shall provide BIDMC Emergent with an opportunity to comment upon any such correspondence such that Emergent will have a reasonable prior written notice time to respond to such submissions, such period to be no less than thirty (30) days to the extent reasonably possible. The aforementioned notwithstanding, with respect to applications that relate to BYU technology Aridis shall only be required to provide Emergent with such submissions, correspondence, and commenting rights if the applications are in its possession or control and all obligations herein (throughout this article 9) apply only to the extent of such intended abandonment. If Licensee determines Aridis’ rights under the BYU License. (b) With respect to abandon such patent or patent application without filing a divisional or continuing application directed to similar subject matterthe Other Aridis Patents, thenAridis shall be responsible, at its sole discretioncost and expense, BIDMC may assume for obtaining, prosecuting and maintaining the right Other Aridis Patents unless otherwise agreed. Aridis shall use commercially reasonable efforts to prepare, fileobtain, prosecute and maintain the relevant Patent Rights at BIDMC’s expenseOther Aridis Patents which are necessary or reasonably useful to Aridis in developing one or more Licensed Products and to Emergent in Exploiting one or more Licensed Products. In such event, if such abandonment is in the European Union., United States or Japan, such BIDMC paid-for rights Aridis shall be removed from the definition of Patent Rights under this Agreement, the licenses granted to Licensee and its Affiliates as to such rights under this Agreement shall terminate, except that, for the avoidance of doubt, Licensee shall retain the rights as set forth in the MTA, and BIDMC shall have the right to abandon or maintain and license its interest in such Patent Rights in its discretion. In the event Licensee (i) fails to maintain any keep Emergent reasonably informed of the Patent Rights filing status and has not complied with the last sentence prosecution of the first paragraph such patents by forwarding copies of this Section 6.1any material correspondence from patent authorities relating thereto indicating that patent rights in any given jurisdiction are granted, lost, forfeited, extended, restored, or (ii) fails to notify BIDMC of its intent to abandon such Patent Rights, in accordance with this Section, Licensee shall indemnify, defend and hold BIDMC harmless from and against costs and liabilities to any third parties that are associated with the recovery of terminated or loss of any such Patent Rights. In the event that License is obligated to indemnify BIDMC pursuant to this Section 6.1, such indemnification obligation shall be on the term set forth in Section 8.1otherwise altered.

Prosecution. Provided that Licensee seeks and maintains the strongest and broadest reasonable patent claims in the best interests of all owners of the Patent Rights and uses patent attorneys acceptable to BIDMC, such acceptance not to be unreasonably withheld, BIDMC appoints Licensee as its agent to prepare, file, prosecute, and maintain all of the Patent Rights during the Term. Licensee shall pay Licensee’s patent counsel directly for any invoiced Patent Costs and agrees to indemnify, defend and hold BIDMC harmless from and against any and all liabilities, damages, costs and expenses incurred by or imposed upon BIDMC in connection with any third party claim arising from the failure of Licensee to timely pay such invoices. Licensee shall instruct patent counsel to provide copies to BIDMC for BIDMC’s administrative files of all invoices detailing Patent Costs which are sent directly to Licensee and inform patent counsel that in no case shall BIDMC be liable for any Patent Costs incurred at the instruction of Licensee. Licensee shall copy BIDMC on all patent prosecution documents and give BIDMC reasonable opportunities to advise Licensee on such filing, prosecution and maintenance. In the event Licensee desires to abandon any patent, patent application, or any patent claims within the Patent Rights, Licensee shall provide BIDMC with reasonable prior written notice of such intended abandonment. If Licensee determines to abandon such patent or patent application without filing a divisional or continuing application directed to similar subject matter, then, at its sole discretion, BIDMC may assume the right to prepare, file, prosecute and maintain the relevant Patent Rights at BIDMC’s expense. In such event, if such abandonment is in the European Union., United States or Japan, such BIDMC paid-for rights shall be removed from the definition of Patent Rights under this Agreement, the licenses granted to Licensee and its Affiliates as to such rights under this Agreement shall terminate, except that, for the avoidance of doubt, Licensee shall retain the rights as set forth in the MTA, and BIDMC APIL shall have the right to abandon Prosecute any issued patent or maintain pending patent application within the Nanotechnology Patents, the OCR Patents, and license the Abuse Resistant Patents at its interest in sole discretion and cost and expense. APIL shall keep Purchaser reasonably informed of all activities during the course of such Patent Rights in its discretionprosecution and provide Purchaser with copies of material correspondence and filings relating to such activities. In At APIL’s request and expense, Purchaser will cooperate to Prosecute the event Licensee (i) fails Nanotechnology Patents, the OCR Patents and the Abuse Resistant Patents. Without prejudice to maintain any the generality of the Patent Rights foregoing sentence, Purchaser shall keep APIL reasonably informed from time-to-time of activities relating to Zogenix Products that are encompassed by the Abuse Resistant Patents and has not complied shall reasonably allow APIL to use data and information generated by Purchaser relating to such Zogenix Products to Prosecute the Abuse Resistant Patents. If in addition to APIL’s activities to Prosecute the Abuse Resistant Patents and the Nanotechnology Patents, Purchaser wishes with the last sentence of the first paragraph of this Section 6.1, or (ii) fails to notify BIDMC of its intent to abandon such Patent Rights, in accordance with this Section, Licensee shall indemnify, defend and hold BIDMC harmless from and against costs and liabilities respect to any third parties Abuse Resistant Patent or any Nanotechnology Patent listed in subsection A-2.6 of Exhibit A-1 to have a divisional, continuation or continuation-in-part application filed that are associated solely claims a compound, composition, method of making or method of using compounds or compositions within the scope of Purchaser’s exclusive license hereunder, then Purchaser shall notify APIL and, subject to APIL’s approval, which shall not unreasonably withheld, delayed or conditioned, APIL will use commercially reasonable efforts to Prosecute such patent application, at Purchaser’s cost and expense. Promptly upon receipt, APIL will provide Purchaser with the recovery all patent office documents relating to such prosecution, and will also provide drafts of or loss responses to office actions and other substantive filings with any patent office regarding such patent application sufficiently in advance of any such Patent Rightstheir submission to enable review and comment by Purchaser. In the event that License is obligated to indemnify BIDMC pursuant to this Section 6.1, such indemnification obligation shall be on the term set forth APIL will consider in Section 8.1good faith all comments timely made by Purchaser.

Prosecution. Provided that Licensee seeks Spectrum at its expense shall diligently prosecute and maintains maintain the strongest patents and broadest reasonable patent claims applications in the best interests Licensed Intellectual Property (including in the Joint Intellectual Property) using counsel of all owners its choice, which counsel shall also be subject to the reasonable approval of Allergan. Allergan and Spectrum shall consult in good faith with each other prior to any filings or other actions before the U.S. Patent Rights and uses Trademark Office and other offices with respect to the patents and patent attorneys acceptable to BIDMCapplications in the Licensed Intellectual Property (including the Joint Intellectual Property), such acceptance not to be unreasonably withheld, BIDMC appoints Licensee as its agent to prepare, file, prosecuteincluding any continuations, and maintain the Parties shall jointly make all of decisions pertaining thereto. Allergan may request Spectrum to obtain patent protection for Licensed Intellectual Property (including the Patent Rights during the Term. Licensee Joint Intellectual Property) and, if so requested, Spectrum shall pay Licensee’s patent counsel directly for any invoiced Patent Costs cooperate and agrees to indemnify, defend and hold BIDMC harmless from and against any and all liabilities, damages, costs and expenses incurred by or imposed upon BIDMC in connection with any third party claim arising from the failure of Licensee to timely pay such invoices. Licensee shall instruct patent counsel to provide copies to BIDMC for BIDMC’s administrative files of all invoices detailing Patent Costs which are sent directly to Licensee and inform patent counsel that in no case shall BIDMC be liable for any Patent Costs incurred at the instruction of Licensee. Licensee shall copy BIDMC on all patent prosecution documents and give BIDMC reasonable opportunities to advise Licensee on such filing, prosecution and maintenance. In the event Licensee desires to abandon any patent, patent application, or any patent claims within the Patent Rights, Licensee shall provide BIDMC with reasonable prior written notice of such intended abandonment. If Licensee determines to abandon such patent or patent application without filing a divisional or continuing application directed to similar subject matter, then, at its sole discretion, BIDMC may assume the right to prepare, diligently file, prosecute and maintain such rights. Upon request, Spectrum shall promptly provide Allergan and its counsel with copies of all relevant documentation so that Allergan may be informed and apprised of the relevant Patent Rights at BIDMC’s expense. In such event, if such abandonment is continuing prosecution of the patents and patent applications in the European Union., United States or Japan, such BIDMC paid-for rights shall be removed from Licensed Intellectual Property (including the definition of Patent Rights under this Agreement, the licenses granted to Licensee and its Affiliates as to such rights under this Agreement shall terminate, except that, for the avoidance of doubt, Licensee shall retain the rights as set forth in the MTA, and BIDMC shall have the right to abandon or maintain and license its interest in such Patent Rights in its discretion. In the event Licensee (i) fails to maintain any of the Patent Rights and has not complied with the last sentence of the first paragraph of this Section 6.1, or (ii) fails to notify BIDMC of its intent to abandon such Patent Rights, in accordance with this Section, Licensee shall indemnify, defend and hold BIDMC harmless from and against costs and liabilities to any third parties that are associated with the recovery of or loss of any such Patent RightsJoint Intellectual Property). In the event that License Spectrum decides not to prosecute, or otherwise to abandon, a patent or application therefor relating to the Licensed Intellectual Property (including the Joint Intellectual Property) in a country in which it is obligated required to indemnify BIDMC pursuant do so, Spectrum shall send Allergan written notice of said decision at least ninety (90) days in advance of the action or payment due date. Allergan shall thereupon have the option to this Section 6.1take over the patent or application, and Spectrum shall assign to Allergan all rights in such indemnification obligation patent or application in such jurisdiction. In the event that Allergan takes over the prosecution and maintenance of the applicable patents and patent applications in the Licensed Intellectual Property (including the Joint Intellectual Property), Allergan may deduct Spectrum’s share of the Patent Expenses (defined below) from any amounts due hereunder, provided, however, that if Spectrum assigns such patent or application in such jurisdiction to Allergan, then Allergan shall be on bear the term set forth in Section 8.1Patent Expenses for such patent or application at its sole expense.

Prosecution. Provided that Licensee seeks and maintains the strongest and broadest reasonable patent claims in the best interests of all owners of the Patent Rights reasonably practicable and uses patent attorneys acceptable to BIDMC, such acceptance not to be unreasonably withheld, BIDMC appoints Licensee as its exclusive agent to prepare, file, prosecuteprosecute (including to seek extensions of), maintain and maintain defend (including inter partes and opposition proceedings) all of the Patent Rights during the Term. Licensee shall pay Licensee’s patent counsel directly for any invoiced Patent Costs and agrees to indemnify, defend and hold BIDMC harmless from and against any and all liabilities, damages, costs and expenses incurred by or imposed upon BIDMC in connection with any third party claim arising from the failure of Licensee to timely pay such invoices. Licensee shall instruct patent counsel to provide copies to BIDMC for BIDMC’s administrative files of all invoices detailing Patent Costs which are sent directly to Licensee and inform patent counsel that in no case shall BIDMC be liable for any Patent Costs incurred at the instruction of Licensee. Licensee shall copy BIDMC on all patent prosecution documents and give BIDMC reasonable opportunities to advise Licensee on such filing, prosecution prosecution, maintenance and maintenancedefense. BIDMC shall reasonably cooperate with Licensee in the filing, prosecution, maintenance and defense of the Patent Rights. Such cooperation includes promptly executing all documents, or requiring inventors, subcontractors, employees and consultants and agents of BIDMC and its Affiliates to execute all documents, and joining as a party in any proceedings, as reasonable and appropriate so as to enable the filing, prosecution, maintenance and defense of any Patent Right in any country. In the event Licensee desires to abandon the prosecution, maintenance or defense of any patent, patent application, or any patent claims Claims within the Patent RightsRights where such Claims are not included in a continuation, divisional or other patent or patent application, Licensee shall provide BIDMC with reasonable [***] prior written notice of such intended abandonment. If Licensee determines abandonment or decline of responsibility and, as to Claims, shall reasonably consider BIDMC’s judgment in whether or not to abandon or not defend such Claim, and, as to such patent or patent application without filing application, such abandonment or election not to defend shall only be with prior notice to BIDMC on a divisional patent by patent and country by country basis. If BIDMC desires to prosecute, maintain or continuing application directed defend any such Patent Rights proposed to similar subject matterbe abandoned by Licensee under this Agreement, then, at its sole discretion, BIDMC may assume the right to prepare, file, prosecute prosecute, maintain and maintain defend the relevant Patent Rights shall revert, as between Licensor and Licensee, to BIDMC, at BIDMC’s expense, subject to any third party rights. In such event, if such abandonment is in the European Union., United States or Japan, such BIDMC paid-for rights shall be removed from the definition of Patent Rights under this Agreement, the licenses granted to Licensee and its Affiliates as to such rights under this Agreement Patent Rights shall terminate, except that, for the avoidance of doubt, Licensee shall retain the rights as set forth in the MTA, and BIDMC shall have the right to abandon or maintain and license its interest in such Patent Rights in its discretion. In the event Licensee (i) fails to maintain any of the Patent Rights and has not complied with the last sentence of the first paragraph of this Section 6.1, or (ii) fails to notify BIDMC of its intent to abandon such Patent Rights, in accordance with this Section, Licensee shall indemnify, defend and hold BIDMC harmless from and against costs and liabilities to any third parties that are associated with the recovery of or loss of any such Patent Rights. In the event that License is obligated to indemnify BIDMC pursuant to this Section 6.1, such indemnification obligation shall be on the term set forth in Section 8.1.

Prosecution. Provided that Licensee seeks As between Celularity and maintains Sorrento, on the strongest and broadest reasonable patent claims in other hand, Sorrento shall have the best interests of all owners of initial right (but not the Patent Rights and uses patent attorneys acceptable obligation), to BIDMC, such acceptance not to be unreasonably withheld, BIDMC appoints Licensee as its agent to prepare, file, prosecute, and maintain all of control the Patent Rights during the Term. Licensee shall pay Licensee’s patent counsel directly for any invoiced Patent Costs and agrees to indemnify, defend and hold BIDMC harmless from and against any and all liabilities, damages, costs and expenses incurred by or imposed upon BIDMC in connection with any third party claim arising from the failure of Licensee to timely pay such invoices. Licensee shall instruct patent counsel to provide copies to BIDMC for BIDMC’s administrative files of all invoices detailing Patent Costs which are sent directly to Licensee and inform patent counsel that in no case shall BIDMC be liable for any Patent Costs incurred at the instruction of Licensee. Licensee shall copy BIDMC on all patent prosecution documents and give BIDMC reasonable opportunities to advise Licensee on such filing, prosecution and maintenance. In the event Licensee desires to abandon any patent, patent application, or any patent claims within the Patent Rights, Licensee shall provide BIDMC with reasonable prior written notice of such intended abandonment. If Licensee determines to abandon such patent or patent application without filing a divisional or continuing application directed to similar subject matter, then, at its sole discretionexpense, BIDMC may assume and using patent counsel of its choice, any patents and patent applications arising out of or relating to this Agreement (including, without limitation, any patents and patent applications for (a) any Sorrento IP or Background IP of Sorrento, (b) any Joint IP, and (c) any patents or patent applications covering the right Licensed Products). Sorrento shall provide Celularity an opportunity to prepare, file, prosecute review and maintain comment on the relevant nature and text of any new or pending patent applications for Patent Rights at BIDMC’s expense. In such event, if such abandonment is covering Licensed Products and consider in the European Union., United States or Japan, such BIDMC paid-for rights shall good faith any comments from Celularity regarding steps that might be removed from the definition of Patent Rights under this Agreement, the licenses granted taken to Licensee and its Affiliates as strengthen patent protection with respect to such rights under this Agreement shall terminate, except that, for the avoidance of doubt, Licensee shall retain the rights as set forth in the MTA, and BIDMC shall have the right to abandon or maintain and license its interest in any such Patent Rights in its discretionand shall conduct discussions with Celularity on a reasonable basis regarding the patent prosecution strategy for such Patent Rights. In the event Licensee (i) fails If Sorrento elects not to file, prosecute, or maintain any of the Patent Rights in (a)-(c) of this Section 5.3, and provided that Celularity is not and has not complied with the last sentence of the first paragraph been in breach of this Section 6.1Agreement, or and subject to Sorrento’s reasonable review, oversight, and approval, Celularity may file, prosecute, and maintain, at its expense, and using patent counsel of its choice that is reasonably acceptable to Sorrento, (i) patents solely covering Joint IP in the Field in the Territory, and (ii) fails patents covering the Licensed Products in the Field in the Territory (collectively “Celularity Prosecuted Patents”). For clarity, Celularity may not file, prosecute or maintain any patents arising out of this Agreement outside the Territory, containing claims covering inventions outside the Field, or that cover any Sorrento IP or any Background IP of Sorrento. Subject to notify BIDMC the forgoing, as between Celularity and Sorrento, Sorrento shall have the right to make final decisions pertaining to the prosecution and maintenance of its intent the Celularity Prosecuted Patents, provided, however, that such final decisions do not reasonably undermine Celularity’s rights under this Agreement or otherwise unreasonably weaken the Licensed Patents as to abandon Licensed Products and Licensed Material in the Field, and Celularity shall cooperate fully with Sorrento and provide Sorrento with such Patent Rightsinformation and execute such documents as Sorrento reasonably requests to facilitate the foregoing. Before filing with a patent office a material document related to the prosecution of the Celularity Prosecuted Patents, Celularity will provide Sorrento with a copy of the document for Sorrento’s comments, and will make reasonable efforts to accept and implement comments that Sorrento provides, provided, however, that Celularity will be under no obligation to make and implement any changes that, in accordance Celularity’s reasonable opinion upon the advice of counsel, undermine Celularity’s rights under this Agreement or otherwise weaken the Licensed Patents as to Licensed Products and Licensed Material in the Field. Celularity will provide Sorrento with this Section, Licensee shall indemnify, defend and hold BIDMC harmless from and against costs and liabilities to any third parties copies of all material documents that are associated Celularity receives in connection with the recovery prosecution of or loss of any such Patent Rightsthe Celularity Prosecuted Patents. In the event that License is obligated Celularity decides to indemnify BIDMC pursuant abandon any non-provisional patent application within the Celularity Prosecuted Patents or declines to file such a patent application (including, for example, a new continuation or divisional of such patent application) in any jurisdiction (collectively “Celularity Abandoned Patents”), subject to the rights of any sublicensee under this Section 6.1Agreement to take over prosecution of any Celularity Abandoned Patents, such indemnification obligation Celularity will, within a reasonable period of time, notify Sorrento thereof (and in any event no later than [***] prior to any non-extendible payment or filing deadline), and Celularity shall be on the term set forth in Section 8.1then [***].

Prosecution. Provided that Licensee seeks and maintains a. During the strongest and broadest reasonable patent claims in the best interests of all owners of the Patent Rights and uses patent attorneys acceptable to BIDMCTerm, such acceptance not to be unreasonably withheldCytonics shall file, BIDMC appoints Licensee as its agent to prepare, filerecord, prosecute, and maintain all of the Patent Rights during the Term. Licensee shall pay Licensee’s patent counsel directly for any invoiced Patent Costs and agrees to indemnify, defend and hold BIDMC harmless from and against any and all liabilities, damages, costs and expenses incurred by or imposed upon BIDMC in connection with any third party claim arising from the failure of Licensee to timely pay such invoices. Licensee shall instruct patent counsel to provide copies to BIDMC for BIDMC’s administrative files of all invoices detailing Patent Costs which are sent directly to Licensee and inform patent counsel that in no case shall BIDMC be liable for any Patent Costs incurred at the instruction of Licensee. Licensee shall copy BIDMC on all patent prosecution documents and give BIDMC reasonable opportunities to advise Licensee on such filing, prosecution and maintenance. In the event Licensee desires to abandon any patent, patent application, or any patent claims Patents within the Patent RightsCytonics Technology in the Territory, Licensee with the expense incurred with respect thereto being paid by Cytonics. Each Party shall provide BIDMC with keep the other Party reasonably informed, and shall respond to all reasonable prior written notice of such intended abandonmentrequests for information, regarding Cytonics Technology or Marks. If Licensee determines to abandon such patent or patent application without filing a divisional or continuing application directed to similar subject matter, then, at its sole discretion, BIDMC may assume A2Mcyte shall not have the right to preparereview and approve any pending applications and other proceedings, filehowever they may make recommendations to Cytonics concerning such actions with respect to the patents included in the Cytonics Technology. b. With respect to the Cytonics Technology, prosecute and maintain the relevant Patent Rights at BIDMC’s expense. In such eventin any jurisdiction, if Cytonics elects not to: (i) prosecute (e.g., prepare and file a patent application) or maintain any Cytonics Technology in a particular jurisdiction; (ii) take any other action to prevent the forfeiture of commercially valuable rights with respect to any Cytonics Technology in a particular jurisdiction that is reasonably necessary to establish or preserve such abandonment is commercially valuable rights in such jurisdiction; or (iii) pay the costs associated with the prosecution or maintenance of any Cytonics Technology, or such other action in any particular jurisdiction to challenge the validity of a patent right (each of the foregoing a “Requested Prosecution Action”), then in each such case Cytonics shall so notify (“Non-Prosecution Notice”) A2Mcyte promptly in writing that it has made such an election. Cytonics shall provide such Non-Prosecution Notice to A2Mcyte on or before a date that it reasonably believes would provide A2Mcyte with sufficient time to enable A2Mcyte to meet any deadlines known to Cytonics by which the Requested Prosecution Action must be taken to establish or preserve commercially valuable rights in the European Union.jurisdiction to which such Requested Prosecution Action relates. On receipt of any Non-Prosecution Notice, United States or Japan, such BIDMC paid-for rights shall be removed from the definition of Patent Rights under this Agreement, the licenses granted to Licensee and its Affiliates as to such rights under this Agreement shall terminate, except that, for the avoidance of doubt, Licensee shall retain the rights as set forth in the MTA, and BIDMC A2Mcyte shall have the right but not the obligation to abandon or maintain take the Requested Prosecution Action at its own expense, and license its interest in such Patent Rights in its discretion. In the event Licensee (i) fails to maintain any take over prosecution of the Patent Rights patent or other Intellectual Property that was subject to the Non-Prosecution Notice, and has not complied Cytonics shall cooperate fully with the last sentence of the first paragraph of this Section 6.1, or (ii) fails to notify BIDMC of its intent to abandon such Patent Rights, in accordance A2Mcyte with this Section, Licensee shall indemnify, defend and hold BIDMC harmless from and against costs and liabilities respect to any third parties that are associated with the recovery of or loss of any such Patent Rightsaction. In the event that License is obligated to indemnify BIDMC pursuant to this Section 6.1, such indemnification obligation A2Mcyte shall be on deemed to have received a Non-Prosecution Notice with respect to any Requested Prosecution Action if Cytonics shall not have taken the term set forth in Section 8.1Requested Prosecution Action within thirty (30) Business Days of a written request by A2Mcyte that Cytonics take such action.

Prosecution. Provided that Licensee seeks and maintains a. During the strongest and broadest reasonable patent claims in the best interests of all owners of the Patent Rights and uses patent attorneys acceptable to BIDMCTerm, such acceptance not to be unreasonably withheldCytonics shall file, BIDMC appoints Licensee as its agent to prepare, filerecord, prosecute, and maintain all of the Patent Rights during the Term. Licensee shall pay Licensee’s patent counsel directly for any invoiced Patent Costs and agrees to indemnify, defend and hold BIDMC harmless from and against any and all liabilities, damages, costs and expenses incurred by or imposed upon BIDMC in connection with any third party claim arising from the failure of Licensee to timely pay such invoices. Licensee shall instruct patent counsel to provide copies to BIDMC for BIDMC’s administrative files of all invoices detailing Patent Costs which are sent directly to Licensee and inform patent counsel that in no case shall BIDMC be liable for any Patent Costs incurred at the instruction of Licensee. Licensee shall copy BIDMC on all patent prosecution documents and give BIDMC reasonable opportunities to advise Licensee on such filing, prosecution and maintenance. In the event Licensee desires to abandon any patent, patent application, or any patent claims Patents within the Patent RightsCytonics Technology in the Territory, Licensee with the expense incurred with respect thereto being paid by Cytonics. Each Party shall provide BIDMC with keep the other Party reasonably informed, and shall respond to all reasonable prior written notice of such intended abandonmentrequests for information, regarding Cytonics Technology or Marks. If Licensee determines to abandon such patent or patent application without filing a divisional or continuing application directed to similar subject matter, then, at its sole discretion, BIDMC may assume CMH shall not have the right to preparereview and approve any pending applications and other proceedings, filehowever they may make recommendations to Cytonics concerning such actions with respect to the patents included in the Cytonics Technology. b. With respect to the Cytonics Technology, prosecute and maintain the relevant Patent Rights at BIDMC’s expense. In such eventin any jurisdiction, if Cytonics elects not to: (i) prosecute (e.g., prepare and file a patent application) or maintain any Cytonics Technology in a particular jurisdiction; (ii) take any other action to prevent the forfeiture of commercially valuable rights with respect to any Cytonics Technology in a particular jurisdiction that is reasonably necessary to establish or preserve such abandonment is commercially valuable rights in such jurisdiction; or (iii) pay the costs associated with the prosecution or maintenance of any Cytonics Technology, or such other action in any particular jurisdiction to challenge the validity of a patent right (each of the foregoing a “Requested Prosecution Action”) then in each such case Cytonics shall so notify (“Non-Prosecution Notice”) CMH promptly in writing that it has made such an election. Cytonics shall provide such Non-Prosecution Notice to CMH on or before a date that it reasonably believes would provide CMH with sufficient time to enable CMH to meet any deadlines known to Cytonics by which the Requested Prosecution Action must be taken to establish or preserve commercially valuable rights in the European Union.jurisdiction to which such Requested Prosecution Action relates. On receipt of any Non-Prosecution Notice, United States or Japan, such BIDMC paid-for rights shall be removed from the definition of Patent Rights under this Agreement, the licenses granted to Licensee and its Affiliates as to such rights under this Agreement shall terminate, except that, for the avoidance of doubt, Licensee shall retain the rights as set forth in the MTA, and BIDMC CMH shall have the right but not the obligation to abandon or maintain take the Requested Prosecution Action at its own expense, and license its interest in such Patent Rights in its discretion. In the event Licensee (i) fails to maintain any take over prosecution of the Patent Rights patent or other Intellectual Property that was subject to the Non-Prosecution Notice, and has not complied Cytonics shall cooperate fully with the last sentence of the first paragraph of this Section 6.1, or (ii) fails to notify BIDMC of its intent to abandon such Patent Rights, in accordance CMH with this Section, Licensee shall indemnify, defend and hold BIDMC harmless from and against costs and liabilities respect to any third parties that are associated with the recovery of or loss of any such Patent Rightsaction. In the event that License is obligated to indemnify BIDMC pursuant to this Section 6.1, such indemnification obligation CMH shall be on deemed to have received a Non-Prosecution Notice with respect to any Requested Prosecution Action if Cytonics shall not have taken the term set forth in Section 8.1Requested Prosecution Action within thirty (30) Business Days of a written request by CMH that Cytonics take such action.

Prosecution. Provided that Licensee seeks (a) At its own cost and maintains expense, Bayer will be responsible (using mutually acceptable outside counsel) for the strongest filing, prosecution, defense and broadest reasonable maintenance of the Nuvelo Patent Rights listed in Exhibit C hereto (the “Existing Nuvelo Patent Rights”) before all patent claims authorities in the best interests of all owners Bayer Territory. Nuvelo has the right to review and comment on the filing, prosecution and defense of the Existing Nuvelo Patent Rights and uses if outside counsel concludes that taking any specific action(s) may likely have an adverse effect on the scope or validity of any Existing Nuvelo Patent Rights, then Bayer will not take the specific action(s) without the prior, express written consent of Nuvelo and, if Nuvelo does not give its consent to the action, Bayer will propose an alternative strategy for Nuvelo’s consideration. To that end, Bayer will instruct outside counsel to furnish Nuvelo with a reasonably complete draft of each potential submission to a patent attorneys acceptable authority in the Bayer Territory regarding the Existing Nuvelo Patent Rights no later than thirty (30) days (or if given less than thirty (30) days to BIDMCrespond as soon as practicable) prior to the date such submission is proposed to be made, and will reasonably consider any of Nuvelo’s timely comments thereon. Additionally, Bayer will instruct outside counsel to provide Nuvelo with a copy of each submission made to and document received from a patent authority in the Bayer Territory regarding any Existing Nuvelo Patent Rights reasonably promptly after making such acceptance filing or receiving each document. If Bayer decides not to be unreasonably withheld, BIDMC appoints Licensee as its agent to prepare, file, prosecute, and defend or maintain all of any claim or patent application or patent within the Existing Nuvelo Patent Rights during in any country in the Term. Licensee shall pay Licensee’s patent counsel directly for any invoiced Patent Costs and agrees to indemnifyBayer Territory, defend and hold BIDMC harmless from and against any and all liabilities, damages, costs and expenses incurred by or imposed upon BIDMC in connection then Bayer will provide Nuvelo with any third party claim arising from the failure of Licensee to timely pay such invoices. Licensee shall instruct patent counsel to provide copies to BIDMC for BIDMC’s administrative files of all invoices detailing Patent Costs which are sent directly to Licensee and inform patent counsel that in no case shall BIDMC be liable for any Patent Costs incurred at the instruction of Licensee. Licensee shall copy BIDMC on all patent prosecution documents and give BIDMC reasonable opportunities to advise Licensee on such filing, prosecution and maintenance. In the event Licensee desires to abandon any patent, patent application, or any patent claims within the Patent Rights, Licensee shall provide BIDMC with reasonable thirty (30) days prior written notice of such intended abandonment. If Licensee determines to abandon such patent or patent application without filing a divisional or continuing application directed to similar subject matterthe decision, then, at its sole discretion, BIDMC may assume and Nuvelo will have the right to prepare, file, prosecute and maintain the relevant claim or patent application or patent on behalf of Nuvelo (at Nuvelo’s sole cost and expense). [*] Certain confidential information contained in this document, marked by brackets, has been omitted and filed separately with the Securities and Exchange Commission pursuant to Rule 24b-2 of the Securities and Exchange Act of 1934, as amended. (b) At its own cost and expense, Bayer will be responsible (using mutually acceptable outside counsel) for the filing, prosecution, defense and maintenance of Joint Patent Rights at BIDMC’s expense. In such event, if such abandonment is before all patent authorities in the European Union., United States or Japan, such BIDMC paid-for rights shall be removed from the definition of Patent Rights under this Agreement, the licenses granted to Licensee and its Affiliates as to such rights under this Agreement shall terminate, except that, for the avoidance of doubt, Licensee shall retain the rights as set forth in the MTA, and BIDMC shall Bayer Territory. Nuvelo will have the right to abandon review and comment on the filing, prosecution and defense of the Joint Patent Rights by Bayer and if outside counsel concludes that taking any specific action(s) may likely have an adverse effect on the scope or validity of any Joint Patent Rights, then Bayer will not take the specific action(s) without the prior express written consent of Nuvelo and, if Nuvelo does not give its consent to such action, Bayer will propose an alternative strategy for Nuvelo’s consideration. To that end, Bayer will instruct outside counsel to furnish Nuvelo with a reasonably complete draft of each potential submission to a patent authority regarding Joint Patent Rights no later than thirty (30) days (or if given less than thirty (30) days to respond, as soon as practicable) prior to the date the submission is proposed to be made, and will reasonably consider any of Nuvelo’s timely comments thereon. Additionally, Bayer will instruct such outside counsel to provide Nuvelo with a copy of each submission made to and document received from a patent authority in the Bayer Territory regarding any Joint Patent Rights reasonably promptly after making the filing or receiving such document. If Bayer decides to not file, prosecute, defend or maintain and license its interest in such or any claim or patent application or patent within Joint Patent Rights in its discretion. In any country in the event Licensee Bayer Territory, then Bayer will provide Nuvelo with thirty (i30) fails to maintain any days prior written notice of the Patent Rights decision. Nuvelo will have the right and has not complied with the last sentence of the first paragraph of this Section 6.1opportunity to file, or (ii) fails to notify BIDMC of its intent to abandon such Patent Rights, in accordance with this Section, Licensee shall indemnifyprosecute, defend and hold BIDMC harmless from maintain the claim or patent application or patent (at Nuvelo’s sole cost and against costs expense), and liabilities Bayer will assign its complete interest in the claim or patent application or patent to Nuvelo. (c) Nuvelo and Bayer will each provide to the other any third parties invention disclosures submitted to its respective outside or in-house patent counsel in the normal course of its business that are associated disclose an invention within Nuvelo Know-How and Joint Know-How, respectively. Nuvelo and Bayer will cooperate with each other and render all reasonable assistance in prosecuting and maintaining all intellectual property licensed to Bayer under this Agreement. Both Parties will meet regularly, either in person or by telephone or videoconference, but not less than on a quarterly basis, to discuss the recovery prosecution (and other related proceedings, such as interferences and oppositions) of all intellectual property licensed to Bayer under this Agreement. Nuvelo and Bayer will cooperate with each other in these matters, and will sign any necessary legal papers and provide the Party responsible for prosecution with data or loss other information in support thereof (and use their best efforts to ensure the cooperation of any such Patent Rightsof their respective personnel and, in the case of Bayer, it’s Affiliates and licensee(s) as might reasonably be requested). (d) At its own cost and expense, Bayer will be responsible (using mutually acceptable outside counsel) for the filing, prosecution, defense and maintenance of the Product Trademarks before all trademark authorities in the Bayer Territory. In For the event that License is obligated Product Trademarks solely or jointly owned by Nuvelo, Nuvelo will have the right to indemnify BIDMC pursuant to this Section 6.1, such indemnification obligation shall be review and comment on the term set forth filing, prosecution and defense of the Product Trademarks by Bayer and if outside counsel mutually acceptable to Bayer and Nuvelo concludes that taking any specific action(s) may likely have an adverse effect on the scope or validity of any Product Trademarks, then Bayer will not take such specific action(s) without the prior express written consent of Nuvelo, and Bayer will propose an alternative strategy for Nuvelo’s consideration. To that end, Bayer will instruct outside counsel to furnish Nuvelo with a reasonably complete draft of each submission to a trademark authority regarding the Product Trademarks no later than thirty (30) days prior to the date the submission is proposed to be made, or if given less than thirty (30) days to respond as soon as practicable, and Bayer will reasonably consider any of Nuvelo’s timely comments thereon. Additionally, Bayer will instruct outside counsel to provide Nuvelo with a copy of each submission made to or document received from a trademark authority regarding any Product Trademarks reasonably promptly after making the filing or receiving the document. If Bayer decides to not file, prosecute, defend or maintain a Product Trademark in Section 8.1any country, then Bayer will provide Nuvelo with thirty (30) days prior written notice of the decision. Nuvelo will have the opportunity to file, prosecute, defend and maintain the Product Trademark at its sole expense, and Bayer will assign its complete interest, if any, in the Product Trademark to Nuvelo.

Prosecution. Provided (a) Should BUYER determine that Licensee seeks and maintains the strongest and broadest reasonable any patent claims in the best interests of all owners applications covering any of the Patent Rights and uses patent attorneys acceptable Licensed Intellectual Property are desired, BUYER may request Seller to BIDMC, such acceptance file the same. Should Seller choose not to be unreasonably withhelddo so, BIDMC appoints Licensee as from and after the Effective Date, BUYER will then have the right, at its agent expense and discretion, to prepare, file, prosecute, and maintain all of the Patent Rights during the Term. Licensee shall pay Licensee’s patent counsel directly for any invoiced Patent Costs and agrees to indemnify, defend and hold BIDMC harmless from and against any and all liabilities, damages, costs and expenses incurred by or imposed upon BIDMC in connection with any third party claim arising from the failure of Licensee to timely pay such invoices. Licensee shall instruct patent counsel to provide copies to BIDMC for BIDMC’s administrative files of all invoices detailing Patent Costs which are sent directly to Licensee and inform patent counsel that in no case shall BIDMC be liable for any Patent Costs incurred at the instruction of Licensee. Licensee shall copy BIDMC on all patent prosecution documents and give BIDMC reasonable opportunities to advise Licensee on such filing, prosecution and maintenance. In the event Licensee desires to abandon any patent, patent application, or any patent claims within the Patent Rights, Licensee shall provide BIDMC with reasonable prior written notice of such intended abandonment. If Licensee determines to abandon such patent or patent application without filing a divisional or continuing application directed to similar subject matter, then, at its sole discretion, BIDMC may assume the right to prepare, filefile (including foreign filings), prosecute and maintain (“Prosecute”) in Seller’s name, any patents on the relevant Patent Rights at BIDMC’s expense. In such event, if such abandonment is Licensed Intellectual Property solely in the European Union.BUYER Field. BUYER shall provide Seller with copies of all patent applications and other related material submissions and correspondence with any patent authorities with respect to the Prosecution, United States or Japanso as to allow a reasonable period of time for review by Seller. BUYER will notify Seller, such BIDMC paid-for rights shall be removed from the definition of Patent Rights under this Agreement, the licenses granted and will provide Seller with an opportunity to Licensee consult with BUYER and its Affiliates as counsel regarding any material actions to be taken or not taken in connection with Prosecution of any patents covering any of the Licensed Intellectual Property (all such rights under this Agreement actions to be taken or not taken, “Prosecution Actions”). BUYER shall terminatetake into consideration the reasonable requests of Seller regarding Prosecution Actions, except thatprovided however, for the avoidance of doubt, Licensee that Buyer shall retain the rights as set forth not take any Prosecution Action that would reasonably result in the MTA, and BIDMC impairment of Seller’s rights with respect to the Licensed Intellectual Property outside of the BUYER Field. Seller shall have allow BUYER to maintain at its own expense any patents covering any of the right Licensed Intellectual Property that Seller otherwise intends to abandon or maintain let lapse. (b) From and license after the Effective Date, Seller will have the sole right, but not the obligation, at its interest in expense and discretion, to Prosecute, at its expense, any patents on the Licensed Intellectual Property. If, at any time after the Effective Date, Seller obtains any patents on the Licensed Intellectual Property, then the claims of such Patent Rights in its discretion. In patents covering the event Licensee (i) fails Licensed Intellectual Property will be deemed and are hereby licensed to maintain any BUYER within the BUYER Field until the expiration of the Patent Rights and has not complied with the last sentence term of the first paragraph last-to-expire of this Section 6.1, or such patent rights within the Licensed Intellectual Property (ii) fails to notify BIDMC of its intent to abandon such Patent Rights, in accordance with this Section, Licensee shall indemnify, defend and hold BIDMC harmless from and against costs and liabilities including any extension to any third parties that are associated with such patent rights) under the recovery terms of or loss of any such Patent Rights. In the event that License is obligated to indemnify BIDMC pursuant to this Section 6.1, such indemnification obligation shall be on the term set forth in Section 8.12.

Prosecution. Provided ACEA shall have the sole right (but not the obligation), to control the filing and prosecution, at its expense, and using patent counsel reasonably acceptable to Sorrento, any patents and patent applications for the Licensed Intellectual Property Rights and ACEA IP; provided, however, that Licensee seeks ACEA shall (i) keep Sorrento reasonably informed with respect to the status of such matters, (ii) provide copies of all material submissions to any patent office related to such matters, and maintains (iii) give Sorrento an opportunity to review and comment on the strongest nature and broadest text of any new or pending patent applications and consider in good faith any comments from Sorrento regarding steps that might be taken to strengthen patent protection with respect to any such patent applications and shall conduct discussions with Sorrento on a reasonable basis regarding the patent claims prosecution strategy for the Licensed Intellectual Property Rights and ACEA IP. If ACEA elects not to file or prosecute any patents or patent applications for the Licensed Intellectual Property Rights or ACEA IP, Sorrento shall have the right, at its expense, to file and prosecute such patents and patent applications using patent counsel of its choice. ACEA will pay all maintenance, annuity, and like fees and amounts to maintain all Licensed Intellectual Property Rights and ACEA IP as subsisting and in full force and effect. Without limiting the foregoing, ACEA shall promptly (but not less than ninety (90) days prior to the due date for the next applicable filing or payment) give notice to Sorrento of the grant, lapse, revocation, surrender, invalidation or abandonment of any Licensed Patents, and in the best interests event of all owners any lapse, revocation, surrender, invalidation or abandonment of any Licensed Patent in any country, Sorrento may by notice to ACEA assume control of the Patent Rights prosecution and uses patent attorneys acceptable maintenance of such Licensed Patents in such country at ACEA’s expense. In the event that Sorrento is permitted to BIDMC, such acceptance not to be unreasonably withheld, BIDMC appoints Licensee as its agent to prepare, file, prosecuteprosecute or maintain any Licensed Patents pursuant to the foregoing provisions of this Section 5.3, ACEA shall provide to Sorrento all reasonable assistance and maintain all cooperation in such efforts, including providing any necessary powers of attorney and assignments of employees of ACEA and its Affiliates and Sublicensees and Third Party contractors and executing any other required documents or instruments for such activities. Sorrento shall have the Patent Rights during right to control the Term. Licensee shall pay Licensee’s patent counsel directly for any invoiced Patent Costs and agrees to indemnify, defend and hold BIDMC harmless from and against any and all liabilities, damages, costs and expenses incurred by or imposed upon BIDMC in connection with any third party claim arising from the failure of Licensee to timely pay such invoices. Licensee shall instruct patent counsel to provide copies to BIDMC for BIDMC’s administrative files of all invoices detailing Patent Costs which are sent directly to Licensee and inform patent counsel that in no case shall BIDMC be liable for any Patent Costs incurred at the instruction of Licensee. Licensee shall copy BIDMC on all patent prosecution documents and give BIDMC reasonable opportunities to advise Licensee on such filing, prosecution and maintenance. In the event Licensee desires to abandon any patent, patent application, or any patent claims within the Patent Rights, Licensee shall provide BIDMC with reasonable prior written notice of such intended abandonment. If Licensee determines to abandon such patent or patent application without filing a divisional or continuing application directed to similar subject matter, then, at its sole discretion, BIDMC may assume the right to prepare, file, prosecute and maintain the relevant Patent Rights at BIDMC’s expense. In such event, if such abandonment is in the European Union., United States or Japan, such BIDMC paid-for rights shall be removed from the definition of Patent Rights under this Agreement, the licenses granted to Licensee and its Affiliates as to such rights under this Agreement shall terminate, except that, for the avoidance of doubt, Licensee shall retain the rights as set forth in the MTA, and BIDMC shall have the right to abandon or maintain and license its interest in such Patent Rights in its discretion. In the event Licensee (i) fails to maintain any of the Patent Rights and has not complied with the last sentence of the first paragraph of this Section 6.1, or (ii) fails to notify BIDMC using patent counsel of its intent to abandon such Patent Rightschoice, in accordance with this Section, Licensee shall indemnify, defend any patents and hold BIDMC harmless from and against costs and liabilities to any third parties that are associated with the recovery patent applications arising out of or loss relating to Sorrento IP and any Background IP of any such Patent Rights. In the event that License is obligated to indemnify BIDMC pursuant to this Section 6.1, such indemnification obligation shall be on the term set forth in Section 8.1Sorrento.

Prosecution. Provided that Licensee seeks and maintains the strongest and broadest reasonable patent claims in the best interests of all owners of the Patent Rights and uses patent attorneys acceptable to BIDMC, such acceptance not to be unreasonably withheld, BIDMC appoints Licensee as its agent to prepare, file, prosecute, and maintain all of the Patent Rights during the Term. Licensee shall pay Licensee’s patent counsel directly for any invoiced Patent Costs and agrees to indemnify, defend and hold BIDMC harmless from and against any and all liabilities, damages, costs and expenses incurred by or imposed upon BIDMC in connection with any third party claim arising from the failure of Licensee to timely pay such invoices. Licensee shall instruct patent counsel to provide copies to BIDMC for BIDMC’s administrative files of all invoices detailing Patent Costs which are sent directly to Licensee and inform patent counsel that in no case shall BIDMC be liable for any Patent Costs incurred at the instruction of Licensee. Licensee shall copy BIDMC on all patent prosecution documents and give BIDMC reasonable opportunities to advise Licensee on such filing, prosecution and maintenance. In the event Licensee desires to abandon any patent, patent application, or any patent claims within the Patent Rights, Licensee shall provide BIDMC with reasonable prior written notice of such intended abandonment. If Licensee determines to abandon such patent or patent application without filing a divisional or continuing application directed to similar subject matter, then, at its sole discretion, BIDMC may assume the right to prepare, file, prosecute and maintain the relevant Patent Rights at BIDMC’s expense. In such event, if such abandonment is in the European Union., United States or Japan, such BIDMC paid-for rights shall be removed from the definition of Patent Rights under this Agreement, the licenses granted to Licensee and its Affiliates as to such rights under this Agreement shall terminate, except that, for the avoidance of doubt, Licensee shall retain the rights as set forth in the MTA, and BIDMC APIL shall have the right to abandon Prosecute any issued patent or maintain pending patent application within the Nanotechnology Patents, the OCR Patents, and license the Abuse Resistant Patents at its interest in sole discretion and cost and expense. APIL shall keep Purchaser reasonably informed of all activities during the course of such Patent Rights in its discretionprosecution and provide Purchaser with copies of material correspondence and filings relating to such activities. In At APIL’s request and expense, Purchaser will cooperate to Prosecute the event Licensee (i) fails Nanotechnology Patents, the OCR Patents and the Abuse Resistant Patents. Without prejudice to maintain any the generality of the Patent Rights foregoing sentence, Purchaser shall keep APIL reasonably informed from time-to-time of activities relating to Zogenix Products that are encompassed by the Abuse Resistant Patents and has not complied shall reasonably allow APIL to use data and information generated by Purchaser relating to such Zogenix Products to Prosecute the Abuse Resistant Patents. If in addition to APIL’s activities to Prosecute the Abuse Resistant Patents and the Nanotechnology Patents, Purchaser wishes with the last sentence of the first paragraph of this Section 6.1, or (ii) fails to notify BIDMC of its intent to abandon such Patent Rights, in accordance with this Section, Licensee shall indemnify, defend and hold BIDMC harmless from and against costs and liabilities respect to any third parties Abuse Resistant Patent or any Nanotechnology Patent listed in subsection A-2.6 of Exhibit A-1 to have a divisional, continuation or continuation-in-part application filed that are associated solely claims a compound, composition, method of making or method of using compounds or compositions within the scope of Purchaser’s exclusive license hereunder, then Purchaser shall notify APIL and, subject to APIL’s approval, which shall not unreasonably withheld, delayed or conditioned, APIL will use commercially reasonable efforts to Prosecute such patent application, at Purchaser’s cost EXHIBIT HAS BEEN REDACTED AND IS THE SUBJECT OF A CONFIDENTIAL TREATMENT REQUEST. REDACTED MATERIAL IS MARKED WITH [* * *] AND HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION. and expense. Promptly upon receipt, APIL will provide Purchaser with the recovery all patent office documents relating to such prosecution, and will also provide drafts of or loss responses to office actions and other substantive filings with any patent office regarding such patent application sufficiently in advance of any such Patent Rightstheir submission to enable review and comment by Purchaser. In the event that License is obligated to indemnify BIDMC pursuant to this Section 6.1, such indemnification obligation shall be on the term set forth APIL will consider in Section 8.1good faith all comments timely made by Purchaser.

Prosecution. Provided that Licensee seeks Upon execution of this License Agreement, NEPHROGENEX agrees to pay for all past and maintains ongoing patenting costs incurred for the strongest preparation and broadest reasonable patent claims in the best interests of all owners filing, prosecution and maintenance of the Licensed Patent Rights Rights, including past amounts which is approximately $9,943.46 as of May 1, 2012, and shall reimburse VANDERBILT for all such expenses promptly upon receipt of invoices from VANDERBILT. VANDERBILT shall have control over prosecution and maintenance of patent applications and patents related to the Invention, provided however that: (a) VANDERBILT uses patent attorneys acceptable to BIDMC, such acceptance not to be unreasonably withheld, BIDMC appoints Licensee as its agent to prepare, file, prosecute, counsel agreed upon by both parties; and maintain all of the Patent Rights during the Term. Licensee (b) NEPHROGENEX shall pay Licensee’s patent counsel directly for any invoiced Patent Costs and agrees to indemnify, defend and hold BIDMC harmless from and against any and all liabilities, damages, costs and expenses incurred by or imposed upon BIDMC in connection with any third party claim arising from the failure of Licensee to timely pay such invoices. Licensee shall instruct patent counsel to provide copies to BIDMC for BIDMC’s administrative files of all invoices detailing Patent Costs which are sent directly to Licensee and inform patent counsel that in no case shall BIDMC be liable for any Patent Costs incurred at the instruction of Licensee. Licensee shall copy BIDMC on all patent prosecution documents and give BIDMC have reasonable opportunities to advise Licensee VANDERBILT and shall cooperate with VANDERBILT as to the filing, prosecution and maintenance of such patent applications and patents. VANDERBILT and NEPHROGENEX shall agree on patent counsel. VANDERBILT shall furnish to NEPHROGENEX copies of documents relevant to any such filing, prosecution or maintenance, including without limitation all applications, filings and maintenance. In correspondence related to the event Licensee desires patent applications, continuations, continuations-in-part to abandon any patent, patent application, or any patent the extent claims within are directed to subject matter specifically described in the Licensed Patent Rights, Licensee and reissue applications within the Licensed Patent Rights and respecting the maintenance and validity of all Licensed Patent Rights. Without limiting the generality of the foregoing, NEPHROGENEX shall provide BIDMC with reasonable prior written notice have: (i) the right to review patent applications within the Licensed Patent Rights and make recommendations regarding the prosecution of such intended abandonmentpatent applications, (ii) the right to receive such patent applications and related official documentation at such time as to allow a reasonable period for review thereof prior to any applicable deadline for filing or responding, and (iii) the right to request amendments of any such patent applications to include claims or arguments as may be appropriate for obtaining a patent claiming commercially relevant inventions. NEPHROGENEX shall be obligated to make timely payment of all maintenance fees following the issuance of the patent(s) within the Licensed Patent Rights. If Licensee determines NEPHROGENEX elects to abandon no longer pay any expenses of a patent application or patent included within the Licensed Patent Rights, NEPHROGENEX shall notify VANDERBILT not less than sixty (60) days prior to such action or deadline required to preserve the Licensed Patent Rights and shall thereby surrender its rights under such patent or patent application without filing a divisional or continuing application directed application. Following such notification, NEPHROGENEX shall have no further obligation to similar subject matter, then, at its sole discretion, BIDMC may assume the right to prepare, file, prosecute and maintain the relevant Patent Rights at BIDMC’s expense. In such event, if such abandonment is in the European Union., United States or Japan, such BIDMC paid-for rights shall be removed from the definition of Patent Rights under this Agreement, the licenses granted to Licensee and its Affiliates as to such rights under this Agreement shall terminate, except that, pay any patent expenses for the avoidance of doubt, Licensee shall retain the rights as set forth in the MTA, and BIDMC shall have the right patents or patent applications that it surrendered. NEPHROGENEX’s election to abandon or maintain and relinquish its license its interest in such with respect to any Licensed Patent Rights in any country or countries shall have no effect on its discretion. In the event Licensee (i) fails license with respect to maintain any of the such Licensed Patent Rights and has not complied with the last sentence of the first paragraph of this Section 6.1, in any other country or (ii) fails to notify BIDMC of its intent to abandon such countries or any other Licensed Patent Rights, in accordance with this Section, Licensee shall indemnify, defend and hold BIDMC harmless from and against costs and liabilities to any third parties that are associated with the recovery of or loss of any such Patent Rights. In the event that License is obligated to indemnify BIDMC pursuant to this Section 6.1, such indemnification obligation shall be on the term set forth in Section 8.1Rights licensed hereunder.

Prosecution. Provided that Licensee seeks Upon execution of this License Agreement, LICENSEE agrees to pay for all incurred prosecution and maintains the strongest maintenance of United States and broadest reasonable patent claims foreign patents included in the best interests this Agreement and shall reimburse VANDERBILT for all such expenses promptly upon receipt of all owners invoices from VANDERBILT. As of the Patent Rights Effective Date, such prior expenses for patent prosecution and maintenance total seven thousand, nine hundred seventeen dollars ($7,917.00). VANDERBILT shall have control over prosecution and maintenance of patent applications and patents related to the Invention, provided however that: (a) VANDERBILT uses patent attorneys acceptable to BIDMC, such acceptance not to be unreasonably withheld, BIDMC appoints Licensee as its agent to prepare, file, prosecute, counsel agreed upon by both parties; and maintain all of the Patent Rights during the Term. Licensee (b) LICENSEE shall pay Licensee’s patent counsel directly for any invoiced Patent Costs and agrees to indemnify, defend and hold BIDMC harmless from and against any and all liabilities, damages, costs and expenses incurred by or imposed upon BIDMC in connection with any third party claim arising from the failure of Licensee to timely pay such invoices. Licensee shall instruct patent counsel to provide copies to BIDMC for BIDMC’s administrative files of all invoices detailing Patent Costs which are sent directly to Licensee and inform patent counsel that in no case shall BIDMC be liable for any Patent Costs incurred at the instruction of Licensee. Licensee shall copy BIDMC on all patent prosecution documents and give BIDMC have reasonable opportunities to advise Licensee VANDERBILT and shall cooperate with VANDERBILT as to the filing, prosecution and maintenance of such patent applications and patents. VANDERBILT and LICENSEE shall agree on patent counsel. VANDERBILT shall furnish to LICENSEE copies of documents relevant to any such filing, prosecution or maintenance, including without limitation all applications, filings and maintenance. In correspondence related to the event Licensee desires patent applications, continuations, continuations-in-part to abandon any patent, patent application, or any patent the extent claims within are directed to subject matter specifically described in the Licensed Patent Rights, Licensee and reissue applications within the Licensed Patent Rights and respecting the maintenance and validity of all Licensed Patent Rights. Without limiting the generality of the foregoing, LICENSEE shall provide BIDMC with reasonable prior written notice have: (i) the right to review patent applications within the Licensed Patent Rights and make recommendations regarding the prosecution of such intended abandonmentpatent applications, (ii) the right to receive such patent applications and related official documentation at such time as to allow a reasonable period for review thereof prior to any applicable deadline for filing or responding, and (iii) the right to request amendments of any such patent applications to include claims or arguments as may be appropriate for obtaining a patent claiming commercially relevant inventions. LICENSEE shall be obligated to make timely payment of all maintenance fees following the issuance of the patent(s) within the Licensed Patent Rights. If Licensee determines LICENSEE elects to abandon no longer pay the expenses of a patent application or patent included within the Licensed Patent Rights, LICENSEE shall notify VANDERBILT not less than sixty (60) days prior to such action or deadline required to preserve the Licensed Patent Rights and shall thereby surrender its rights under such patent or patent application without filing a divisional or continuing application directed application. Following such notification, LICENSEE shall have no further obligation to similar subject matter, then, at its sole discretion, BIDMC may assume the right to prepare, file, prosecute and maintain the relevant Patent Rights at BIDMC’s expense. In such event, if such abandonment is in the European Union., United States or Japan, such BIDMC paid-for rights shall be removed from the definition of Patent Rights under this Agreement, the licenses granted to Licensee and its Affiliates as to such rights under this Agreement shall terminate, except that, pay any patent expenses for the avoidance of doubt, Licensee shall retain the rights as set forth in the MTA, and BIDMC shall have the right patents or patent applications that it surrendered. LICENSEE’s election to abandon or maintain and relinquish its license its interest in such with respect to any Licensed Patent Rights in any country or countries shall have no effect on its discretion. In the event Licensee (i) fails license with respect to maintain any of the such Licensed Patent Rights and has not complied with the last sentence of the first paragraph of this Section 6.1, in any other country or (ii) fails to notify BIDMC of its intent to abandon such countries or any other Licensed Patent Rights, in accordance with this Section, Licensee shall indemnify, defend and hold BIDMC harmless from and against costs and liabilities to any third parties that are associated with the recovery of or loss of any such Patent Rights. In the event that License is obligated to indemnify BIDMC pursuant to this Section 6.1, such indemnification obligation shall be on the term set forth in Section 8.1Rights licensed hereunder.

Prosecution. Provided that Licensee seeks and maintains the strongest and broadest reasonable patent claims in the best interests of all owners of the Patent Rights reasonably practicable and uses patent attorneys acceptable to BIDMC, such acceptance not to be unreasonably withheld, BIDMC appoints Licensee as its exclusive agent to prepare, file, prosecuteprosecute (including to seek extensions of), maintain and maintain defend (including inter partes and opposition proceedings) all of the Patent Rights Portions of this Exhibit, indicated by the ▇▇▇▇ “[***],” were omitted and have been filed separately with the Securities and Exchange Commission pursuant to the Registrant’s application requesting confidential treatment pursuant to Rule 24b-2 of the Securities Exchange Act of 1934, as amended. during the Term. Licensee shall pay Licensee’s patent counsel directly for any invoiced Patent Costs and agrees to indemnify, defend and hold BIDMC harmless from and against any and all liabilities, damages, costs and expenses incurred by or imposed upon BIDMC in connection with any third party claim arising from the failure of Licensee to timely pay such invoices. Licensee shall instruct patent counsel to provide copies to BIDMC for BIDMC’s administrative files of all invoices detailing Patent Costs which are sent directly to Licensee and inform patent counsel that in no case shall BIDMC be liable for any Patent Costs incurred at the instruction of Licensee. Licensee shall copy BIDMC on all patent prosecution documents and give BIDMC reasonable opportunities to advise Licensee on such filing, prosecution prosecution, maintenance and maintenancedefense. BIDMC shall reasonably cooperate with Licensee in the filing, prosecution, maintenance and defense of the Patent Rights. Such cooperation includes promptly executing all documents, or requiring inventors, subcontractors, employees and consultants and agents of BIDMC and its Affiliates to execute all documents, and joining as a party in any proceedings, as reasonable and appropriate so as to enable the filing, prosecution, maintenance and defense of any Patent Right in any country. In the event Licensee desires to abandon the prosecution, maintenance or defense of any patent, patent application, or any patent claims Claims within the Patent RightsRights where such Claims are not included in a continuation, divisional or other patent or patent application, Licensee shall provide BIDMC with reasonable [***] prior written notice of such intended abandonment. If Licensee determines abandonment or decline of responsibility and, as to Claims, shall reasonably consider BIDMC’s judgment in whether or not to abandon or not defend such Claim, and, as to such patent or patent application without filing application, such abandonment or election not to defend shall only be with prior notice to BIDMC on a divisional patent by patent and country by country basis. If BIDMC desires to prosecute, maintain or continuing application directed defend any such Patent Rights proposed to similar subject matterbe abandoned by Licensee under this Agreement, then, at its sole discretion, BIDMC may assume the right to prepare, file, prosecute prosecute, maintain and maintain defend the relevant Patent Rights shall revert, as between Licensor and Licensee, to BIDMC, at BIDMC’s expense, subject to any third party rights. In such event, if such abandonment is in the European Union., United States or Japan, such BIDMC paid-for rights shall be removed from the definition of Patent Rights under this Agreement, the licenses granted to Licensee and its Affiliates as to such rights under this Agreement Patent Rights shall terminate, except that, for the avoidance of doubt, Licensee shall retain the rights as set forth in the MTA, and BIDMC shall have the right to abandon or maintain and license its interest in such Patent Rights in its discretion. In the event Licensee (i) fails to maintain any of the Patent Rights and has not complied with the last sentence of the first paragraph of this Section 6.1, or (ii) fails to notify BIDMC of its intent to abandon such Patent Rights, in accordance with this Section, Licensee shall indemnify, defend and hold BIDMC harmless from and against costs and liabilities to any third parties that are associated with the recovery of or loss of any such Patent Rights. In the event that License is obligated to indemnify BIDMC pursuant to this Section 6.1, such indemnification obligation shall be on the term set forth in Section 8.1.