OF THIS AGREEMENT, COMPANY SHALL REIMBURSE WISTAR FOR
PATENTING COSTS INCURRED BY WISTAR PRIOR TO THE EFFECTIVE DATE AND NOT
PREVIOUSLY REIMBURSED BY ITUS OR COMPANY UNDER THE OPTION ("PAST PATENTING
COSTS").
WITH RESPECT TO ANY PATENTING COSTS INCURRED BY OR ON BEHALF OF WISTAR
AFTER THE EFFECTIVE DATE, COMPANY SHALL REMIT PAYMENT OF SUCH PATENTING COSTS
WITHIN THIRTY (30) DAYS AFTER COMPANY RECEIVES INVOICES FOR SAME.
NOTWITHSTANDING THE FOREGOING, AT LEAST SIXTY (60) DAYS BEFORE A PARTICULAR
ACTION IS REQUIRED FOR THE PROTECTION OF CERTAIN RIGHTS COMPRISING THE LICENSED
PATENTS (THE "BAR DATE"), WISTAR SHALL HAVE THE RIGHT TO REQUEST ADVANCE PAYMENT
OF REASONABLE ESTIMATED PATENTING COSTS FOR SUCH ACTION IF SUCH ESTIMATED
PATENTING COSTS ARE AT LEAST TWENTY THOUSAND U.S. DOLLARS
($20,000 USD), AND
COMPANY SHALL BE OBLIGATED TO PAY THE AMOUNT OF SUCH ESTIMATED PATENTING COSTS
NO LESS THAN THIRTY (30) DAYS BEFORE THE BAR DATE.
SO LONG AS WISTAR'S REQUEST
IS TIMELY MADE, WISTAR SHALL HAVE NO OBLIGATION TO TAKE OR HAVE TAKEN SUCH
ACTION, AND NO LIABILITY FOR FAILING TO TAKE SUCH ACTION, TO PROTECT THE
LICENSED PATENTS AT ISSUE, UNLESS THE ESTIMATED PATENTING COSTS ARE TIMELY PAID
BY COMPANY, EVEN IF THE RESULT IS THE IRREVOCABLE LOSS OF RIGHTS.
7.1.2.
FOR EACH PATENT APPLICATION AND PATENT UNDER THE LICENSED PATENTS,
WISTAR SHALL:
PREPARE, FILE, AND PROSECUTE SUCH PATENT APPLICATION: MAINTAIN
SUCH PATENT; PAY ALL FEES AND EXPENSES ASSOCIATED WITH ITS ACTIVITIES PURSUANT
TO SECTION 7.1; KEEP COMPANY CURRENTLY INFORMED OF THE FILING AND PROGRESS OF
ALL MATERIAL ASPECTS OF THE PROSECUTION OF SUCH PATENT APPLICATION AND THE
ISSUANCE OF PATENTS FROM ANY SUCH PATENT APPLICATION; CONSULT WITH COMPANY
CONCERNING ANY DECISIONS WHICH COULD AFFECT THE SCOPE OR ENFORCEMENT OF ANY
ISSUED CLAIMS OR THE POTENTIAL ABANDONMENT OF SUCH PATENT APPLICATION OR PATENT;
AND NOTIFY COMPANY IN WRITING OF ANY ADDITIONS, DELETIONS, OR CHANGES IN THE
STATUS OF SUCH PATENT OR PATENT APPLICATION.
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7.1.3.
COMPANY AND WISTAR SHALL MUTUALLY DETERMINE THE JURISDICTIONS, OTHER
THAN THE UNITED STATES, WHERE THE LICENSED PATENTS SHALL BE PROSECUTED.
IF
COMPANY DECLINES TO PAY FOR PATENTING COSTS IN ANY JURISDICTION, WISTAR MAY DO
SO AT ITS COST AND EXPENSE BUT SUCH PATENTS AND THE SUBJECT MATTER OF ANY
APPLICATION RELATING THERETO SHALL BE EXCLUDED FROM THE DEFINITION OF LICENSED
PATENTS.
7.1.4.
IF WISTAR ELECTS NOT TO PROSECUTE ANY PATENT OR PATENT APPLICATION
INCLUDED IN THE LICENSED PATENTS, IT SHALL NOTIFY COMPANY AT LEAST SIXTY (60)
DAYS PRIOR TO TAKING, OR NOT TAKING, ANY ACTION WHICH WOULD RESULT IN
ABANDONMENT, WITHDRAWAL, OR LAPSE OF SUCH PATENT OR PATENT APPLICATION. SUCH
PATENT APPLICATION OR PATENT SHALL NO LONGER BE A LICENSED PATENT AND COMPANY
SHALL NOT HAVE ANY FURTHER ROYALTY OR OTHER PAYMENT OBLIGATION FOR SUCH PATENT
APPLICATION OR PATENT. COMPANY SHALL THEN HAVE THE RIGHT TO PROSECUTE SUCH
PATENT OR PATENT APPLICATION AT ITS OWN COST AND EXPENSE IN WISTAR'S NAME.
7.1.5.
EACH PARTY SHALL COOPERATE WITH THE OTHER PARTY TO EXECUTE ALL
LAWFUL PAPERS AND INSTRUMENTS AND TO