Common use of Confidential Clause in Contracts

Confidential. If Inserm Transfert or Licensee comes to believe in good faith that Patent Rights are being infringed by a third party, the Party first having knowledge of such infringement shall promptly notify the other. In any such case, the Parties shall discuss how best to proceed. If an action is necessary and efficient, the Co-Owners shall have the right, but no obligation, to bring any legal action in their name and at their own expense. The Co-Owners shall retain all damages and costs recovered in connection therewith. In such a case, Licensee will nevertheless retain the right, if applicable, to join any such action initiated by the Co-Owners at its own expense to obtain indemnification for damages which Licensee alone have incurred. Should Inserm Transfert and the Co-Owners decide not to bring an infringement action and if Licensee is the sole licensee on the Patent Rights, Licensee shall have the right, but no obligation, to prosecute at its own expense any action against third party infringement of the Patent Rights, absent any response or action formulated by Inserm Transfert and/or the Co-Owners within thirty (30) days of its absent any response or action formulated by Inserm Transfert and/or the Co-Owners within thirty (30) days of its after written notice to Inserm Transfert of its intention to do so. The license granted pursuant to this Agreement expressly includes the rights for Licensee to defend any actions against the Patent Rights, such as action to declare the Patent Rights invalid or non-infringed, the right to ▇▇▇ for infringement of the Patent Rights and/or the right to recover any applicable damages resulting from infringement of the Patent Rights and to pursue any other remedies available, including injunctions, in accordance with article 5.3. The Parties shall provide each other with the documents and elements necessary to the conduct of the above mentioned actions. Licensee shall keep Inserm Transfert reasonably appraised of all developments in any action, and will seek the prior approval of Inserm Transfert on any substantive submissions or positions taken in the litigation that might affect the scope, validity or enforceability of the Patent Rights. If an action initiated by Licensee obliges the Co-Owners to take part in an invalidity action or counterclaim for invalidity of the Patent Rights, Licensee shall pay all the legal costs and expenses, including attorney’s fees, incurred by Inserm Transfert and/or the Co-Owners. Licensee will not sign with the defendant any settlement or agreement which would limit the scope of the Patent Rights without the prior written approval of Inserm Transfert, which may not be unreasonably delayed or withheld. Damages and sums received by Licensee in the frame of infringement actions shall be, after deduction of the proceedings costs, considered as Net Sales and subject to the applicable royalty payments. The Co-Owners shall in any event have the right, but no obligation, to join in the action initiated by Licensee.

Confidential. If Inserm Transfert or Licensee comes Notwithstanding anything to believe the contrary in good faith that Patent Rights are being infringed by a third partySection 6.1 of the License Agreement, the Party first having knowledge following will apply from and after the Effective Date: In relation to Section 6.1 of such infringement shall promptly notify the other. In any such caseLicense Agreement, the Parties shall discuss how best ARIAD will continue to proceed. If an action is necessary and efficient, the Co-Owners shall have the right, but no obligation, first right to bring enforce any legal action in their name and at their own expense. The Co-Owners shall retain all damages and costs recovered in connection therewith. In such a case, Licensee will nevertheless retain the right, if applicable, to join any such action initiated by the Co-Owners at its own expense to obtain indemnification for damages which Licensee alone have incurred. Should Inserm Transfert and the Co-Owners decide not to bring an infringement action and if Licensee is the sole licensee on the Licensed Patent Rights, Licensee shall have provided, however that (1) if ARIAD elects not to enforce any of the rightLicensed Patent Rights owned by ARIAD against alleged infringement by the manufacture, use, sale or import by a Third Party(ies) (as defined in the License Agreement) of a product within the definition of “Licensed Product” in the Licensed Field, Bellicum may do so at its sole expense without any further consent required from ARIAD; and (2) if ARIAD elects not to enforce any of the Licensed Patent Rights licensed by ARIAD from a Third Party(ies) against alleged infringement by the manufacture, use, sale or import by a Third Party(ies) of a product within the definition of “Licensed Product” in the Licensed Field, then to the full extent that ARIAD may do so under its license agreement with such Third Party(ies), but no obligation, subject to prosecute at its own expense any action against third party infringement right of the such Third Party(ies) to enforce such Licensed Patent Rights, absent any response or action formulated by Inserm Transfert and/or the Co-Owners within thirty (30) days of its absent any response or action formulated by Inserm Transfert and/or the Co-Owners within thirty (30) days of its after written notice ARIAD will delegate to Inserm Transfert of its intention to do so. The license granted pursuant to this Agreement expressly includes the rights for Licensee to defend any actions against the Patent Rights, such as action to declare the Patent Rights invalid or non-infringed, Bellicum the right to ▇▇▇ for infringement enforce such Licensed Patent Rights at Bellicum’s sole expense; provided that, if such consent is required under any license agreement from a Third Party(ies), ARIAD will use good faith efforts to obtain consent to delegate such enforcement right to Bellicum; and further provided that, if the Third Party licensor agrees that ARIAD may enforce such Licensed Patent Rights on behalf of Bellicum, but will not consent to delegation of such enforcement right to Bellicum, then ARIAD will exercise its enforcement right on behalf of Bellicum, at Bellicum’s direction and expense. In addition, any filing, prosecution and/or maintenance rights, and any enforcement rights, that ARIAD possesses under an Academic MTA shall be treated in the same manner as Licensed Patent Rights described in Section 6.1 of the Patent Rights and/or the right to recover any applicable damages resulting from infringement of the Patent Rights and to pursue any other remedies available, including injunctions, in accordance with article 5.3. The Parties shall provide each other with the documents and elements necessary to the conduct of the above mentioned actions. Licensee shall keep Inserm Transfert reasonably appraised of all developments in any action, and will seek the prior approval of Inserm Transfert on any substantive submissions or positions taken in the litigation that might affect the scope, validity or enforceability of the Patent Rights. If an action initiated License Agreement (as modified by Licensee obliges the Co-Owners to take part in an invalidity action or counterclaim for invalidity of the Patent Rights, Licensee shall pay all the legal costs and expenses, including attorney’s fees, incurred by Inserm Transfert and/or the Co-Owners. Licensee will not sign with the defendant any settlement or agreement which would limit the scope of the Patent Rights without the prior written approval of Inserm Transfert, which may not be unreasonably delayed or withheld. Damages and sums received by Licensee in the frame of infringement actions shall be, after deduction of the proceedings costs, considered as Net Sales and subject to the applicable royalty payments. The Co-Owners shall in any event have the right, but no obligation, to join in the action initiated by Licenseethis Section 3.1(i)).

Confidential. If Inserm Transfert AstraZeneca elects (i) not to file and prosecute patent applications for the Jointly-Owned Collaboration Patents or Licensee comes Isis Product-Specific Patents that have been licensed or assigned to believe AstraZeneca under this Agreement or the AstraZeneca Product-Specific Patents (“AstraZeneca-Prosecuted Patents”) in a particular country, (ii) not to continue the prosecution (including any interferences, oppositions, reissue proceedings, re-examinations, and patent term extensions, adjustments, and restorations) or maintenance of any AstraZeneca-Prosecuted Patent in a particular country, or (iii) not to file and prosecute patent applications for the AstraZeneca-Prosecuted Patent in a particular country following a written request from ▇▇▇▇ to file and prosecute in such country, then AstraZeneca will so notify Isis promptly in writing of its intention (including a reasonably detailed rationale for doing so) in good faith that Patent Rights are being infringed time to enable ▇▇▇▇ to meet any deadlines by a third party, the Party first having knowledge of such infringement shall promptly notify the other. In which an action must be taken to establish or preserve any such case, the Parties shall discuss how best to proceed. If an action is necessary Patent Right in such country; and efficient, the Co-Owners shall ▇▇▇▇ will have the right, but no not the obligation, to bring any legal action file, prosecute, maintain, enforce, or otherwise pursue such AstraZeneca-Prosecuted Patent in their name and at their own expense. The Co-Owners shall retain all damages and costs recovered in connection therewith. In such a case, Licensee will nevertheless retain the right, if applicable, to join any such action initiated by the Co-Owners applicable country at its own expense with counsel of its own choice. In such case, AstraZeneca will cooperate with Isis to obtain indemnification for damages which Licensee alone have incurred. Should Inserm Transfert file for, or continue to Prosecute and the CoMaintain or enforce, or otherwise pursue such AstraZeneca-Owners decide not to bring an infringement action and if Licensee is the sole licensee on the Prosecuted Patent Rights, Licensee shall have the rightin such country in Isis’ own name, but no obligation, to prosecute at its own expense any action against third party infringement of the Patent Rights, absent any response or action formulated by Inserm Transfert and/or the Co-Owners within thirty (30) days of its absent any response or action formulated by Inserm Transfert and/or the Co-Owners within thirty (30) days of its after written notice to Inserm Transfert of its intention to do so. The license granted pursuant to this Agreement expressly includes the rights for Licensee to defend any actions against the Patent Rights, such as action to declare the Patent Rights invalid or non-infringed, the right to ▇▇▇ for infringement of the Patent Rights and/or the right to recover any applicable damages resulting from infringement of the Patent Rights and to pursue any other remedies available, including injunctions, in accordance with article 5.3. The Parties shall provide each other with the documents and elements necessary only to the conduct of the above mentioned actions. Licensee shall keep Inserm Transfert extent that AstraZeneca is not required to take any position with respect to such abandoned AstraZeneca-Prosecuted Patent that would be reasonably appraised of all developments in any action, and will seek the prior approval of Inserm Transfert on any substantive submissions or positions taken in the litigation that might likely to adversely affect the scope, validity or enforceability of the Patent Rights. If an action initiated by Licensee obliges the Co-Owners to take part in an invalidity action or counterclaim for invalidity any of the Patent Rights, Licensee shall pay all the legal costs and expenses, including attorney’s fees, incurred by Inserm Transfert and/or the Co-Owners. Licensee will not sign with the defendant any settlement or agreement which would limit the scope of the other Patent Rights without the prior written approval of Inserm Transfert, which may not be unreasonably delayed or withheldbeing prosecuted and maintained by AstraZeneca under this Agreement. Damages and sums received by Licensee in the frame of infringement actions shall be, after deduction of the proceedings costs, considered as Net Sales and subject Notwithstanding anything to the applicable royalty payments. The Cocontrary in this Agreement, if ▇▇▇▇ assumes responsibility for the Prosecution and Maintenance of any such AstraZeneca-Owners shall in any event Prosecuted Patent under this Section 7.2.4(b), ▇▇▇▇ will have the right, but no obligation, obligation to join in the action initiated by Licenseenotify AstraZeneca if ▇▇▇▇ intends to abandon such AstraZeneca-Prosecuted Patent.

Confidential. If Inserm Transfert or Licensee comes to believe in good faith The Grantee acknowledges and agrees that Patent Rights the Shares are being infringed by granted in a third party, transaction not involving any public offering within the Party first having knowledge meaning of such infringement shall promptly notify the other. In any such case, Securities Act and that the Parties shall discuss how best to proceed. If an action is necessary and efficient, grant of the Co-Owners shall Shares have not been registered under the right, but no obligation, to bring any legal action in their name and at their own expenseSecurities Act. The CoGrantee acknowledges and agrees that the Shares may not be offered, resold, transferred, pledged or otherwise disposed of by the Grantee absent an effective registration statement under the Securities Act except (i) to PFDR or a subsidiary thereof, (ii) to non-Owners U.S. persons pursuant to offers and sales that occur outside the United States within the meaning of Regulation S under the Securities Act or (iii) pursuant to another applicable exemption from the registration requirements of the Securities Act, and in each of clauses (i) and (iii) in accordance with any applicable securities laws of the states and other jurisdictions of the United States, and that any book entry for the Shares or certificates representing the Shares shall retain all damages and costs recovered in connection therewith. In such contain a casenotation or restrictive legend, Licensee will nevertheless retain the right, if as applicable, to join any such action initiated by the Co-Owners at its own expense to obtain indemnification for damages which Licensee alone have incurred. Should Inserm Transfert and the Co-Owners decide not to bring an infringement action and if Licensee is the sole licensee on the Patent Rights, Licensee shall have the right, but no obligation, to prosecute at its own expense any action against third party infringement of the Patent Rights, absent any response or action formulated by Inserm Transfert and/or the Co-Owners within thirty (30) days of its absent any response or action formulated by Inserm Transfert and/or the Co-Owners within thirty (30) days of its after written notice to Inserm Transfert of its intention to do soeffect. The license granted pursuant Grantee acknowledges and agrees that the Shares will be subject to this Agreement expressly includes the rights for Licensee to defend any actions against the Patent Rightstransfer restrictions and, such as action to declare the Patent Rights invalid or non-infringeda result of these transfer restrictions, the right to ▇▇▇ for infringement of the Patent Rights and/or the right to recover any applicable damages resulting from infringement of the Patent Rights and to pursue any other remedies available, including injunctions, in accordance with article 5.3. The Parties shall provide each other with the documents and elements necessary to the conduct of the above mentioned actions. Licensee shall keep Inserm Transfert reasonably appraised of all developments in any action, and will seek the prior approval of Inserm Transfert on any substantive submissions or positions taken in the litigation that might affect the scope, validity or enforceability of the Patent Rights. If an action initiated by Licensee obliges the Co-Owners to take part in an invalidity action or counterclaim for invalidity of the Patent Rights, Licensee shall pay all the legal costs and expenses, including attorney’s fees, incurred by Inserm Transfert and/or the Co-Owners. Licensee will not sign with the defendant any settlement or agreement which would limit the scope of the Patent Rights without the prior written approval of Inserm Transfert, which Grantee may not be unreasonably delayed able to readily offer, resell, transfer, pledge or withheld. Damages otherwise dispose of the Shares and sums received by Licensee may be required to bear the financial risk of an investment in the frame Shares for an indefinite period of infringement actions time. The Grantee acknowledges and agrees that the Shares will not be eligible for offer, resale, transfer, pledge or disposition pursuant to Rule 144 promulgated under the Securities Act until at least one year from the date that PFDR files a Current Report on Form 8-K following the Transaction Closing Date that includes the “Form 10” information required under applicable SEC rules and regulations. The Grantee shall benot engage in hedging transactions with regard to the Shares unless in compliance with the Securities Act. The Grantee acknowledges and agrees that it has been advised to consult legal counsel and tax and accounting advisors prior to making any offer, after deduction resale, transfer, pledge or disposition of any of the proceedings costs, considered as Net Sales and subject to the applicable royalty payments. The Co-Owners shall in any event have the right, but no obligation, to join in the action initiated by LicenseeShares.

Confidential. or portion thereof would otherwise be added to the Premises, Tenant shall have the right to add to the Premises the First Refusal Space or portion thereof specified in Landlord's notice on the Commencement Date specified in Landlord's notice and otherwise at the rental rates and on the other terms set forth in this Lease with respect to the Premises, except that in no event shall Landlord be responsible to contribute toward tenant improvements therefor more than $8.00 per square foot of Rentable Area. If Inserm Transfert Tenant desires to exercise the foregoing right, it shall do so, if at all, by written notice to Landlord given within five (5) business days after the date of Landlord's notice. If Tenant is not entitled to exercise the right provided for herein, or Licensee comes is entitled but fails to believe exercise the same within the time and in good faith that Patent Rights are being infringed the manner set forth herein, such right shall lapse and thereafter not be exercisable by a Tenant as to the First Refusal Space or portion thereof so offered, and Landlord shall be free to lease the space so offered to any third party, whether on the Party first having knowledge of such infringement terms specified in Landlord's notice or on any other terms which are acceptable to Landlord, and Tenant's rights with respect to the First Refusal Space or portion thereof so offered shall promptly notify the otherlapse and shall thereafter not be exercisable by Tenant. In any such casethe event Tenant is entitled to and exercises the foregoing right of first refusal, then the Parties portion of the First Refusal Space (including all) identified in Landlord's notice shall discuss how best be added to proceed. If an action is necessary and efficient, the Co-Owners shall have the right, but no obligation, to bring any legal action in their name and at their own expense. The Co-Owners shall retain all damages and costs recovered in connection therewith. In such a case, Licensee will nevertheless retain the right, if applicable, to join any such action initiated by the Co-Owners at its own expense to obtain indemnification for damages which Licensee alone have incurred. Should Inserm Transfert and the Co-Owners decide not to bring an infringement action and if Licensee is the sole licensee Premises on the Patent Rights, Licensee shall have the right, but no obligation, to prosecute at its own expense any action against third party infringement of the Patent Rights, absent any response or action formulated by Inserm Transfert and/or the Co-Owners within thirty (30) days of its absent any response or action formulated by Inserm Transfert and/or the Co-Owners within thirty (30) days of its after written notice to Inserm Transfert of its intention to do so. The license granted pursuant to this Agreement expressly includes the rights for Licensee to defend any actions against the Patent Rights, such as action to declare the Patent Rights invalid or non-infringed, the right to ▇▇▇ for infringement of the Patent Rights and/or the right to recover any applicable damages resulting from infringement of the Patent Rights terms and to pursue any other remedies available, including injunctions, in accordance with article 5.3. The Parties shall provide each other with the documents and elements necessary to the conduct of the above mentioned actions. Licensee shall keep Inserm Transfert reasonably appraised of all developments in any action, and will seek the prior approval of Inserm Transfert on any substantive submissions or positions taken in the litigation that might affect the scope, validity or enforceability of the Patent Rights. If an action initiated by Licensee obliges the Co-Owners to take part in an invalidity action or counterclaim for invalidity of the Patent Rights, Licensee shall pay all the legal costs and expenses, including attorney’s fees, incurred by Inserm Transfert and/or the Co-Owners. Licensee will not sign with the defendant any settlement or agreement which would limit the scope of the Patent Rights without the prior written approval of Inserm Transfert, which may not be unreasonably delayed or withheld. Damages and sums received by Licensee in the frame of infringement actions shall be, after deduction of the proceedings costs, considered as Net Sales and subject to the applicable royalty payments. The Co-Owners shall in any event have the right, but no obligation, to join in the action initiated by Licenseeconditions specified above.

Confidential. If Inserm Transfert or Licensee comes will not be subject to believe in good faith that Patent Rights are being infringed by a third partyfurther review (such earlier date, the Party first having knowledge “Effectiveness Date”). SPAC may amend the Registration Statement so as to convert the Registration Statement to a Registration Statement on Form S-3 at such time after SPAC becomes eligible to use such Form S-3. SPAC will use its commercially reasonable efforts to provide a draft of the Registration Statement to the Investor for review at least two (2) business days in advance of filing the Registration Statement. In no event shall the Investor be identified as a statutory underwriter in the Registration Statement. Notwithstanding the foregoing, if the SEC requires that the Investor be identified as a statutory underwriter in the Registration Statement, the Investor will have the option, in its sole and absolute discretion, to either (i) have the opportunity to cause SPAC to withdraw from the Registration Statement upon its prompt written request to SPAC, in which case SPAC’s obligation to register the Shares will be deemed satisfied or (ii) be included as such in the Registration Statement. SPAC’s obligations to include the Shares issued pursuant to this Subscription Agreement (or shares issued in exchange therefor) for resale in the Registration Statement are contingent upon the Investor furnishing in writing to SPAC such information regarding the Investor, the securities of SPAC held by the Investor and the intended method of disposition of such infringement Shares, which shall promptly notify be limited to non-underwritten public offerings, as shall be reasonably requested by SPAC to effect the otherregistration of such Shares. In any Investor shall also execute documents in connection with such caseregistration as SPAC may reasonably request that are customary of a selling stockholder in similar situations. Notwithstanding anything to the contrary in this Subscription Agreement, in connection with the obligations of SPAC under this Section 7, the Parties Investor shall discuss how best not be required to proceedexecute any lock-up or similar agreement or otherwise be subject to any contractual restriction on the ability to transfer the Shares. If an action is necessary and efficientUpon notification by the SEC that any Registration Statement has been declared effective by the SEC, within one (1) business day thereafter, SPAC shall file the Co-Owners shall have final prospectus under Rule 424 of the rightSecurities Act. SPAC agrees to cause such Registration Statement, but no obligationor another shelf registration statement that includes the Shares to be sold pursuant to this Subscription Agreement, to bring remain effective until the earliest of: (i) the second anniversary of the Effectiveness Date of the Registration Statement registering all Shares for resale by the Investor; (ii) the date on which the Investor ceases to hold any legal action Shares issued pursuant to this Subscription Agreement; or (iii) the first date on which the Investor is able to sell all of its Shares issued pursuant to this Subscription Agreement (or shares received in their name and at their own expenseexchange therefor) under Rule 144 of the Securities Act without volume or manner of sale limitations. The Co-Owners For purposes of clarification, any failure by SPAC to file the Registration Statement by the Filing Deadline or to effect such Registration Statement by the Effectiveness Date shall retain not otherwise relieve SPAC of its obligations to file or effect the Registration Statement set forth in this Section 7. Notwithstanding the foregoing, if the SEC prevents SPAC from including any or all damages and costs recovered in connection therewithof the shares proposed to be registered under a Registration Statement due to limitations on the use of Rule 415 under the Securities Act for the resale of the Shares pursuant to this Section 7 by the applicable stockholders or otherwise, such Registration Statement shall register for resale the number of Shares which is equal to the maximum number of Shares as is permitted to be registered by the SEC. In such a case, Licensee will nevertheless retain the right, if applicable, to join any such action initiated by the Co-Owners at its own expense to obtain indemnification for damages which Licensee alone have incurred. Should Inserm Transfert and the Co-Owners decide not to bring an infringement action and if Licensee is the sole licensee on the Patent Rights, Licensee shall have the right, but no obligation, to prosecute at its own expense any action against third party infringement of the Patent Rights, absent any response or action formulated by Inserm Transfert and/or the Co-Owners within thirty (30) days of its absent any response or action formulated by Inserm Transfert and/or the Co-Owners within thirty (30) days of its after written notice to Inserm Transfert of its intention to do so. The license granted pursuant to this Agreement expressly includes the rights for Licensee to defend any actions against the Patent Rights, such as action to declare the Patent Rights invalid or non-infringedevent, the right number of Shares to ▇▇▇ be registered for infringement of each selling stockholder named in such Registration Statement shall be reduced pro rata among all such selling stockholders. In the Patent Rights and/or event SPAC amends the right to recover any applicable damages resulting from infringement of the Patent Rights and to pursue any other remedies available, including injunctions, Registration Statement in accordance with article 5.3. The Parties shall provide each other the foregoing, SPAC will use its commercially reasonable efforts to file with the documents and elements necessary SEC, as promptly as allowed by the SEC, one or more registration statements to register the conduct resale of those Shares that were not registered on the above mentioned actions. Licensee shall keep Inserm Transfert reasonably appraised of all developments in any actioninitial Registration Statement, and will seek the prior approval of Inserm Transfert on any substantive submissions or positions taken in the litigation that might affect the scope, validity or enforceability of the Patent Rights. If an action initiated by Licensee obliges the Co-Owners to take part in an invalidity action or counterclaim for invalidity of the Patent Rights, Licensee shall pay all the legal costs and expenses, including attorney’s fees, incurred by Inserm Transfert and/or the Co-Owners. Licensee will not sign with the defendant any settlement or agreement which would limit the scope of the Patent Rights without the prior written approval of Inserm Transfert, which may not be unreasonably delayed or withheld. Damages and sums received by Licensee in the frame of infringement actions shall be, after deduction of the proceedings costs, considered as Net Sales and subject to the applicable royalty payments. The Co-Owners shall in any event have the right, but no obligation, to join in the action initiated by Licenseeso amended.

Confidential. If Inserm Transfert or Licensee comes to believe in good faith that Patent Rights are being infringed by Each party hereto hereby, and any person asserting rights as a third partyparty beneficiary may do so only if he, she or it, irrevocably agrees that any action, suit or proceeding between or among the Party first having knowledge parties hereto, whether arising in contract, tort or otherwise, arising in connection with any disagreement, dispute, controversy or claim arising out of or relating to this Subscription Agreement or any related document or any of the transactions contemplated hereby or thereby (“Legal Dispute”) shall be brought only to the exclusive jurisdiction of the state or federal courts located in the State of Delaware, and each party hereto hereby consents to the jurisdiction of such infringement shall promptly notify courts (and of the other. In appropriate appellate courts therefrom) in any such casesuit, the Parties shall discuss how best to proceed. If an action is necessary or proceeding and efficient, the Co-Owners shall have the right, but no obligationirrevocably waives, to bring the fullest extent permitted by law, any legal action in their name and at their own expense. The Co-Owners shall retain all damages and costs recovered in connection therewith. In such a case, Licensee will nevertheless retain objection that it may now or hereafter have to the right, if applicable, to join laying of the venue of any such suit, action initiated by or proceeding in any such court or that any such suit, action or proceeding that is brought in any such court has been brought in an inconvenient forum. During the Co-Owners at its own expense to obtain indemnification for damages which Licensee alone have incurred. Should Inserm Transfert and the Co-Owners decide not to bring an infringement action and if Licensee period a Legal Dispute that is the sole licensee on the Patent Rights, Licensee shall have the right, but no obligation, to prosecute at its own expense any action against third party infringement of the Patent Rights, absent any response or action formulated by Inserm Transfert and/or the Co-Owners within thirty (30) days of its absent any response or action formulated by Inserm Transfert and/or the Co-Owners within thirty (30) days of its after written notice to Inserm Transfert of its intention to do so. The license granted pursuant to this Agreement expressly includes the rights for Licensee to defend any actions against the Patent Rights, such as action to declare the Patent Rights invalid or non-infringed, the right to ▇▇▇ for infringement of the Patent Rights and/or the right to recover any applicable damages resulting from infringement of the Patent Rights and to pursue any other remedies available, including injunctions, filed in accordance with article 5.3. The Parties this Section 12o is pending before a court, all actions, suits or proceedings with respect to such Legal Dispute or any other Legal Dispute, including any counterclaim, cross-claim or interpleader, shall provide each other with the documents and elements necessary be subject to the conduct exclusive jurisdiction of such court. Each party hereto and any person asserting rights as a third party beneficiary may do so only if he, she or it hereby waives, and shall not assert as a defense in any Legal Dispute, that (a) such party is not personally subject to the jurisdiction of the above mentioned actionsnamed courts for any reason, (b) such action, suit or proceeding may not be brought or is not maintainable in such court, (c) such party’s property is exempt or immune from execution, (d) such action, suit or proceeding is brought in an inconvenient forum, or (e) the venue of such action, suit or proceeding is improper. Licensee shall keep Inserm Transfert reasonably appraised of all developments A final judgment in any action, and will seek suit or proceeding described in this Section 12o following the prior approval expiration of Inserm Transfert on any substantive submissions or positions taken in the litigation that might affect the scope, validity or enforceability of the Patent Rights. If an action initiated by Licensee obliges the Co-Owners to take part in an invalidity action or counterclaim period permitted for invalidity of the Patent Rights, Licensee shall pay all the legal costs and expenses, including attorney’s fees, incurred by Inserm Transfert and/or the Co-Owners. Licensee will not sign with the defendant any settlement or agreement which would limit the scope of the Patent Rights without the prior written approval of Inserm Transfert, which may not be unreasonably delayed or withheld. Damages and sums received by Licensee in the frame of infringement actions shall be, after deduction of the proceedings costs, considered as Net Sales appeal and subject to any stay during appeal shall be conclusive and may be enforced in other jurisdictions by suit on the applicable royalty payments. The Co-Owners shall judgment or in any event have the rightother manner provided by applicable laws. EACH OF THE PARTIES HERETO AND ANY PERSON ASSERTING RIGHTS AS A THIRD PARTY BENEFICIARY MAY DO SO ONLY IF HE, but no obligationSHE OR IT IRREVOCABLY AND UNCONDITIONALLY WAIVES ANY RIGHT TO TRIAL BY JURY ON ANY CLAIMS OR COUNTERCLAIMS ASSERTED IN ANY LEGAL DISPUTE RELATING TO THIS SUBSCRIPTION AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY AND FOR ANY COUNTERCLAIM RELATING THERETO. IF THE SUBJECT MATTER OF ANY SUCH LEGAL DISPUTE IS ONE IN WHICH THE WAIVER OF JURY TRIAL IS PROHIBITED, to join in the action initiated by LicenseeNO PARTY HERETO NOR ANY PERSON ASSERTING RIGHTS AS A THIRD PARTY BENEFICIARY SHALL ASSERT IN SUCH LEGAL DISPUTE A NONCOMPULSORY COUNTERCLAIM ARISING OUT OF OR RELATING TO THIS SUBSCRIPTION AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY. FURTHERMORE, NO PARTY HERETO NOR ANY PERSON ASSERTING RIGHTS AS A THIRD PARTY BENEFICIARY SHALL SEEK TO CONSOLIDATE ANY SUCH LEGAL DISPUTE WITH A SEPARATE ACTION OR OTHER LEGAL PROCEEDING IN WHICH A JURY TRIAL CANNOT BE WAIVED.

Confidential. If Inserm Transfert or Licensee comes to believe in good faith that Patent Rights are being infringed by a third party, the Party first having knowledge of (a) such infringement shall promptly notify the other. In any such case, the Parties shall discuss how best to proceed. If an action party is necessary and efficient, the Co-Owners shall have the right, but no obligation, to bring any legal action in their name and at their own expense. The Co-Owners shall retain all damages and costs recovered in connection therewith. In such a case, Licensee will nevertheless retain the right, if applicable, to join any such action initiated by the Co-Owners at its own expense to obtain indemnification for damages which Licensee alone have incurred. Should Inserm Transfert and the Co-Owners decide not to bring an infringement action and if Licensee is the sole licensee on the Patent Rights, Licensee shall have the right, but no obligation, to prosecute at its own expense any action against third party infringement of the Patent Rights, absent any response or action formulated by Inserm Transfert and/or the Co-Owners within thirty (30) days of its absent any response or action formulated by Inserm Transfert and/or the Co-Owners within thirty (30) days of its after written notice to Inserm Transfert of its intention to do so. The license granted pursuant to this Agreement expressly includes the rights for Licensee to defend any actions against the Patent Rights, such as action to declare the Patent Rights invalid or non-infringed, the right to ▇▇▇ for infringement of the Patent Rights and/or the right to recover any applicable damages resulting from infringement of the Patent Rights and to pursue any other remedies available, including injunctions, in accordance with article 5.3. The Parties shall provide each other with the documents and elements necessary personally subject to the conduct jurisdiction of the above mentioned actionsnamed courts for any reason, (b) such action, suit or proceeding may not be brought or is not maintainable in such court, (c) such party’s property is exempt or immune from execution, (d) such action, suit or proceeding is brought in an inconvenient forum, or (e) the venue of such action, suit or proceeding is improper. Licensee shall keep Inserm Transfert reasonably appraised of all developments A final judgment in any action, and will seek suit or proceeding described in this Section 11.o following the prior approval expiration of Inserm Transfert on any substantive submissions or positions taken in the litigation that might affect the scope, validity or enforceability of the Patent Rights. If an action initiated by Licensee obliges the Co-Owners to take part in an invalidity action or counterclaim period permitted for invalidity of the Patent Rights, Licensee shall pay all the legal costs and expenses, including attorney’s fees, incurred by Inserm Transfert and/or the Co-Owners. Licensee will not sign with the defendant any settlement or agreement which would limit the scope of the Patent Rights without the prior written approval of Inserm Transfert, which may not be unreasonably delayed or withheld. Damages and sums received by Licensee in the frame of infringement actions shall be, after deduction of the proceedings costs, considered as Net Sales appeal and subject to any stay during appeal shall be conclusive and may be enforced in other jurisdictions by suit on the applicable royalty payments. The Co-Owners shall judgment or in any event have the rightother manner provided by applicable laws. EACH OF THE PARTIES HERETO AND ANY PERSON ASSERTING RIGHTS AS A THIRD PARTY BENEFICIARY MAY DO SO ONLY IF HE, but no obligationSHE OR IT IRREVOCABLY AND UNCONDITIONALLY WAIVES ANY RIGHT TO TRIAL BY JURY ON ANY CLAIMS OR COUNTERCLAIMS ASSERTED IN ANY LEGAL DISPUTE RELATING TO THIS SUBSCRIPTION AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY AND FOR ANY COUNTERCLAIM RELATING THERETO. IF THE SUBJECT MATTER OF ANY SUCH LEGAL DISPUTE IS ONE IN WHICH THE WAIVER OF JURY TRIAL IS PROHIBITED, to join in the action initiated by LicenseeNO PARTY HERETO NOR ANY PERSON ASSERTING RIGHTS AS A THIRD PARTY BENEFICIARY SHALL ASSERT IN SUCH LEGAL DISPUTE A NONCOMPULSORY COUNTERCLAIM ARISING OUT OF OR RELATING TO THIS SUBSCRIPTION AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY. FURTHERMORE, NO PARTY HERETO NOR ANY PERSON ASSERTING RIGHTS AS A THIRD PARTY BENEFICIARY SHALL SEEK TO CONSOLIDATE ANY SUCH LEGAL DISPUTE WITH A SEPARATE ACTION OR OTHER LEGAL PROCEEDING IN WHICH A JURY TRIAL CANNOT BE WAIVED.

Confidential. If Inserm Transfert or Licensee comes to believe in good faith that Patent Rights are being infringed by a third party, the Party first having knowledge of such infringement shall promptly notify the other. In any such case, the Parties shall discuss how best to proceed. If an action is necessary and efficient, the Co-Owners its Affiliates shall have the first right, but no not the obligation, to bring enforce Licensor’s and/or Licensee’s Intellectual Property Rights in the Licensed Intellectual Property (through litigation or otherwise) against an Infringing Person and to settle or compromise any legal such possible infringement or misappropriation by taking such action as Licensee or any of its Affiliates may determine in their name sole and at their own expense. The Co-Owners shall retain all damages and costs recovered in connection therewith. In such a caseabsolute discretion; provided, however, that Licensee will nevertheless retain the right, if applicable, to join may not settle any such action initiated by the Co-Owners at its own expense to obtain indemnification for damages which Licensee alone have incurred. Should Inserm Transfert and the Co-Owners decide not to bring an potential infringement action and if Licensee is the sole licensee or misappropriation in a manner that has a material adverse effect on the Patent Rights, Licensee shall have the right, but no obligation, to prosecute at its own expense any action against third party infringement ownership rights of the Patent Rights, absent any response or action formulated by Inserm Transfert and/or the Co-Owners within thirty (30) days of its absent any response or action formulated by Inserm Transfert and/or the Co-Owners within thirty (30) days of its after written notice to Inserm Transfert of its intention to do so. The license granted pursuant to this Agreement expressly includes the rights for Licensee to defend any actions against the Patent Rights, such as action to declare the Patent Rights invalid or non-infringed, the right to ▇▇▇ for infringement of the Patent Rights and/or the right to recover any applicable damages resulting from infringement of the Patent Rights and to pursue any other remedies available, including injunctions, in accordance with article 5.3. The Parties shall provide each other with the documents and elements necessary to the conduct of the above mentioned actions. Licensee shall keep Inserm Transfert reasonably appraised of all developments in any action, and will seek the prior approval of Inserm Transfert on any substantive submissions or positions taken Licensor in the litigation Licensed Intellectual Property, or that might affect the scopewould require a payment by Licensor to such Person, validity or enforceability of the Patent Rights. If an action initiated by Licensee obliges the Co-Owners to take part in an invalidity action or counterclaim for invalidity of the Patent Rights, Licensee shall pay all the legal costs and expenses, including attorney’s fees, incurred by Inserm Transfert and/or the Co-Owners. Licensee will not sign with the defendant any settlement or agreement which would limit the scope of the Patent Rights without the prior written approval consent of Inserm TransfertLicensor, which may consent shall not be unreasonably delayed or withheld. Damages and sums received by Licensee If Licensor is joined in any litigation or other proceeding: (i) the frame of infringement actions shall be, after deduction decisions of the counsel of Licensee with reference to matters of procedure, conduct of such litigation and other proceedings costsand/or the handling thereof, considered as Net Sales shall prevail and subject Licensor shall cooperate with and assist Licensee’s counsel; (ii) in respect of any judgment or settlement awarded to the applicable royalty payments. The Coparties that is equal to or greater than the sum of the parties’ attorneys’ fees and costs incurred in connection with such litigation or other proceeding, such judgment or settlement first shall be used to reimburse each party on a pro-Owners rata basis for its attorneys’ fees and costs incurred in connection with such litigation or proceeding and, then, any remaining portion of such judgment or settlement shall be the sole and exclusive property of Licensee; (iii) in respect of any event have judgment or settlement awarded to the rightparties that is less than the sum of the parties’ attorneys’ fees and costs incurred in connection with such litigation or other proceeding, but no obligation, such judgment or settlement shall be used to join reimburse each party on a pro-rata basis for its attorneys’ fees and costs incurred in connection with such litigation and thereafter each party shall bear the action initiated by Licenseeunreimbursed portion of its own attorneys’ fees and costs incurred in connection with such litigation or proceeding; and (iv) each party shall be responsible for one-half (1/2) of any and all adverse judgments or settlements awarded against the parties unless the indemnification obligations set forth below in Section 7 requires a different apportionment thereof.

Confidential. If Inserm Transfert Licensor shall have an option, exercisable in its sole discretion, to purchase all, but not less than all, of the Acquired Fields, to the extent such Acquired Fields are owned by Licensee as of the date of termination of the exclusivity of the License, and all supplies and equipment located on such Acquired Fields, on an “as is/where is” basis, without any representations or Licensee comes warranties of any kind, express or implied, for a cash purchase price equal to believe the higher of (A) the net asset value, as determined by an independent investment banker or other independent Person having sufficient experience and expertise in good faith that Patent Rights are being infringed valuing these types of assets and properties, which banker or other independent Person shall be mutually approved by a third partyboth Licensor and Licensee, which approvals shall not be unreasonably delayed or withheld; or (B) the Party first having knowledge outstanding Preferred Stock Capital, plus the accrued and unpaid Preferred Return as of the date of consummation of such infringement shall promptly notify the otherpurchase. In any order to exercise this option, Licensor must give Licensee written notice of such caseexercise within sixty (60) days after the date on which the termination of the exclusivity of the License occurs. Upon receipt of such notice of exercise, the Parties shall discuss how best to proceed. If an action is necessary Licensor and efficient, the Co-Owners shall have the right, but no obligation, to bring any legal action in their name and at their own expense. The Co-Owners shall retain all damages and costs recovered in connection therewith. In such a case, Licensee will nevertheless retain the right, if applicable, to join any such action initiated by the Co-Owners at its own expense to obtain indemnification for damages which Licensee alone have incurred. Should Inserm Transfert and the Co-Owners decide not to bring an infringement action and if Licensee is the sole licensee on the Patent Rights, Licensee shall have negotiate the rightterms and conditions of a written definitive agreement providing for such sale and purchase, but no obligation, to prosecute at its own expense any action against third party infringement of which agreement shall provide that the Patent Rights, absent any response or action formulated by Inserm Transfert and/or the Co-Owners sale and purchase shall be consummated within thirty (30) days after the date of its absent such agreement. If for any response reason whatsoever Licensor does not give written notice of exercise within the aforesaid sixty-day period or action formulated by Inserm Transfert and/or the Co-Owners parties are unable to agree upon the terms of such written definitive agreement within thirty (30) days after the date of its after written notice receipt by Licensee of the exercise notice, then the option shall be deemed to Inserm Transfert have expired without any liability on the part of its intention to do so. The license granted pursuant to this Agreement expressly includes the rights for Licensor or Licensee, and Licensee to defend any actions against the Patent Rights, such as action to declare the Patent Rights invalid or non-infringed, shall have the right at any time thereafter to ▇▇▇ for infringement sell one or more of the Patent Rights and/or the right such Acquired Fields, supplies and equipment to recover any applicable damages resulting from infringement of the Patent Rights and to pursue any other remedies available, including injunctions, in accordance with article 5.3. The Parties shall provide each other with the documents and elements necessary to the conduct of the above mentioned actions. Licensee shall keep Inserm Transfert reasonably appraised of all developments in any action, and will seek the prior approval of Inserm Transfert on any substantive submissions or positions taken in the litigation that might affect the scope, validity or enforceability of the Patent Rights. If an action initiated by Licensee obliges the Co-Owners to take part in an invalidity action or counterclaim for invalidity of the Patent Rights, Licensee shall pay all the legal costs and expenses, including attorney’s fees, incurred by Inserm Transfert and/or the Co-Owners. Licensee will not sign with the defendant any settlement or agreement which would limit the scope of the Patent Rights without the prior written approval of Inserm Transfert, which may not be unreasonably delayed or withheld. Damages and sums received by Licensee in the frame of infringement actions shall be, after deduction of the proceedings costs, considered as Net Sales and subject to the applicable royalty payments. The Co-Owners shall in any event have the right, but no obligation, to join in the action initiated by Licenseethird party it chooses.

Confidential. If Inserm Transfert or Licensee comes At any time and from time to believe in good faith that Patent Rights are being infringed by a third partytime after the execution and delivery of this Indenture, the Party first having knowledge Company may deliver Notes executed by the Company to the Trustee for authentication, together with a Company Order for the authentication and delivery of such infringement Notes, and the Opinion of Counsel contemplated in the immediately following paragraph, and the Trustee in accordance with such Company Order shall promptly notify authenticate and deliver such Notes, without any further action by the otherCompany hereunder. In any such caseThe Company Order shall specify the amount of Notes to be authenticated (including the initial amount of Rule 144A Notes and the initial amount of Regulation S Notes), the Parties shall discuss how best to proceed. If an action is necessary and efficientapplicable rate at which interest will accrue on such Notes, the Co-Owners date on which the original issuance of such Notes is to be authenticated, the date from which interest will begin to accrue, the date or dates on which interest on such Notes will be payable and the date on which the principal of such Notes will be payable and other terms relating to such Notes. The Trustee shall thereupon authenticate and deliver said Notes to or upon the written order of the Company (as set forth in such Company Order). The Trustee shall have the right, but no obligation, right to bring decline to authenticate and deliver any legal action in their name Notes under this Section (a) unless and at their own expense. The Co-Owners shall retain all damages until it receives from the Company a Company Order instructing it to so authenticate and costs recovered in connection therewith. In deliver such a case, Licensee will nevertheless retain the rightNotes and, if applicable, to join any such action initiated requested by the Co-Owners at its own expense to obtain indemnification for damages which Licensee alone have incurred. Should Inserm Transfert Trustee, an Officers’ Certificate and the Co-Owners decide not to bring an infringement action and if Licensee is the sole licensee on the Patent Rights, Licensee shall have the right, but no obligation, to prosecute at its own expense any action against third party infringement Opinion of the Patent Rights, absent any response or action formulated by Inserm Transfert and/or the Co-Owners within thirty (30) days of its absent any response or action formulated by Inserm Transfert and/or the Co-Owners within thirty (30) days of its after written notice to Inserm Transfert of its intention to do so. The license granted pursuant to this Agreement expressly includes the rights for Licensee to defend any actions against the Patent Rights, such as action to declare the Patent Rights invalid or non-infringed, the right to ▇▇▇ for infringement of the Patent Rights and/or the right to recover any applicable damages resulting from infringement of the Patent Rights and to pursue any other remedies available, including injunctions, Counsel in accordance with article 5.3. The Parties shall provide each other Section 17.06 hereof, and including a statement that the Notes, when authenticated and delivered by the Trustee, will constitute valid and legally binding obligations of the Company, enforceable in accordance with their terms, subject to customary exceptions; (b) if the documents and elements necessary Trustee determines that such action may not lawfully be taken; or (c) if the Trustee determines that such action would expose the Trustee to personal liability, unless indemnity and/or security and/or pre-funding satisfactory to the conduct Trustee against such liability is provided to the Trustee and the Note Registrar. Only such Notes as shall bear thereon a certificate of authentication substantially in the form set forth on the form of Note attached as Exhibit A hereto, executed manually by an authorized officer of the above mentioned actionsTrustee, shall be entitled to the benefits of this Indenture or be valid or obligatory for any purpose. Licensee Such certificate by the Trustee upon any Note executed by the Company shall keep Inserm Transfert reasonably appraised be conclusive evidence that the Note so authenticated has been duly authenticated and delivered hereunder and that the Holder is entitled to the benefits of all developments in this Indenture. In case any action, and will seek the prior approval of Inserm Transfert on any substantive submissions or positions taken in the litigation that might affect the scope, validity or enforceability Officer of the Patent Rights. If an action initiated by Licensee obliges the Co-Owners to take part in an invalidity action or counterclaim for invalidity Company who shall have signed any of the Patent RightsNotes shall cease to be such Officer before the Notes so signed shall have been authenticated and delivered by the Trustee, Licensee shall pay all or disposed of by the legal costs Company, such Notes nevertheless may be authenticated and expenses, including attorney’s fees, incurred by Inserm Transfert and/or delivered or disposed of as though the Co-Owners. Licensee will Person who signed such Notes had not sign with the defendant any settlement or agreement which would limit the scope ceased to be such Officer of the Patent Rights without the prior written approval of Inserm Transfert, which Company; and any Note may not be unreasonably delayed or withheld. Damages and sums received by Licensee in the frame of infringement actions shall be, after deduction signed on behalf of the proceedings costsCompany by such Persons as, considered as Net Sales and subject to at the applicable royalty payments. The Co-Owners actual date of the execution of such Note, shall in be the Officers of the Company, although at the date of the execution of this Indenture any event have the right, but no obligation, to join in the action initiated by Licenseesuch Person was not such an Officer.

Confidential. If Inserm Transfert any Patent Right after the Effective Date that covers or Licensee comes to believe may cover the Development, Manufacture, Commercialization or use of any Pfizer Licensed Product. In the absence of such prompt notification, any such Patent Rights will be excluded from the Valid Claim definition. Servier will keep Pfizer reasonably informed regarding each Patent Right included in the Licensed Patents that Servier or any Third Party licensor is prosecuting and will consider in good faith any recommendations made by Pfizer in regard to the filing, prosecution or maintenance of any such Patent Right. To the extent that at any time after the publication of a PCT application Servier wishes not to file, prosecute or maintain any Servier Patent Rights are being infringed Right that is a Joint Patent Right or that is otherwise directed primarily to a Licensed Product (except if not permitted with respect to any such Patent Right owned or co-owned by a third partyThird Party licensor , including with respect to Cellectis, only to the Party first having knowledge extent not permitted under the Pfizer / Cellectis Agreement as of the Effective Date), Servier will provide Pfizer with [***] days prior written notice to such effect, in which event Pfizer may elect to continue filing, prosecution or maintenance of such infringement shall promptly notify the other. In Patent Right, and Servier, upon Pfizer’s written request received within such [***] day period, will execute such documents and perform such acts, at Pfizer’s expense, as may be reasonably necessary to assign to Pfizer (subject to any such case, the Parties shall discuss how best to proceed. If an action is necessary and efficient, the Co-Owners shall have the existing Third Party rights) Servier’s right, but no obligationtitle and interest to such Patent Right and to permit Pfizer to file, to bring any legal action in their name prosecute and at their own expense. The Co-Owners shall retain all damages and costs recovered in connection therewith. In such a casemaintain, Licensee will nevertheless retain the right, if applicable, to join any such action initiated by the Co-Owners at its own expense discretion, such Patent Right, provided that Pfizer shall and does hereby grant to obtain indemnification Servier (subject to any existing Third Party rights) a non-exclusive, sublicensable, perpetual, irrevocable, royalty-free, fully paid-up worldwide license to practice and exploit such Patent Right for damages which Licensee alone have incurredany and all purposes excluding (x) during the Term, uses for Licensed Products and Competing Products except as authorized under this Agreement, and (y) after the Term, uses for Licensed Products. Should Inserm Transfert For avoidance of doubt, “prosecution” as used in this section includes oppositions, nullity or revocation actions, post-grant reviews and other patent office proceedings involving the Co-Owners decide not to bring an infringement action and if Licensee is the sole licensee on the referenced Patent Rights, Licensee shall have the right, but no obligation, to prosecute at its own expense any action against third party infringement of the Patent Rights, absent any response or action formulated by Inserm Transfert and/or the Co-Owners within thirty (30) days of its absent any response or action formulated by Inserm Transfert and/or the Co-Owners within thirty (30) days of its after written notice to Inserm Transfert of its intention to do so. The license granted pursuant to this Agreement expressly includes the rights for Licensee to defend any actions against the Patent Rights, such as action to declare the Patent Rights invalid or non-infringed, the right to ▇▇▇ for infringement of the Patent Rights and/or the right to recover any applicable damages resulting from infringement of the Patent Rights and to pursue any other remedies available, including injunctions, in accordance with article 5.3. The Parties shall provide each other with the documents and elements necessary to the conduct of the above mentioned actions. Licensee shall keep Inserm Transfert reasonably appraised of all developments in any action, and will seek the prior approval of Inserm Transfert on any substantive submissions or positions taken in the litigation that might affect the scope, validity or enforceability of the Patent Rights. If an action initiated by Licensee obliges the Co-Owners to take part in an invalidity action or counterclaim for invalidity of the Patent Rights, Licensee shall pay all the legal costs and expenses, including attorney’s fees, incurred by Inserm Transfert and/or the Co-Owners. Licensee will not sign with the defendant any settlement or agreement which would limit the scope of the Patent Rights without the prior written approval of Inserm Transfert, which may not be unreasonably delayed or withheld. Damages and sums received by Licensee in the frame of infringement actions shall be, after deduction of the proceedings costs, considered as Net Sales and subject to the applicable royalty payments. The Co-Owners shall in any event have the right, but no obligation, to join in the action initiated by Licensee.

Confidential. If Inserm Transfert The Company may elect to make payment of any Defaulted Amounts to the Persons in whose names the Notes (or Licensee comes to believe in good faith that Patent Rights their respective Predecessor Notes) are being infringed by registered at the close of business on a third party, special record date for the Party first having knowledge payment of such infringement Defaulted Amounts, which shall be fixed in the following manner. The Company shall notify the Trustee in writing of the amount of the Defaulted Amounts proposed to be paid on each Note and the date of the proposed payment (which shall be not less than 25 days after the receipt by the Trustee of such notice, unless the Trustee in its sole discretion shall consent to an earlier date), and at the same time the Company shall deposit with the Trustee an amount of money equal to the aggregate amount to be paid in respect of such Defaulted Amounts or shall make arrangements satisfactory to the Trustee for such deposit on or prior to the date of the proposed payment, such money when deposited to be held in trust for the benefit of the Persons entitled to such Defaulted Amounts as in this clause provided. Thereupon the Company shall fix a special record date for the payment of such Defaulted Amounts which shall be not more than 15 days and not less than 10 days prior to the date of the proposed payment, and not less than 10 days after the receipt by the Trustee of the notice of the proposed payment. The Company shall promptly notify the other. In any Trustee in writing of such casespecial record date and the Trustee, in the Parties shall discuss how best to proceed. If an action is necessary and efficient, the Co-Owners shall have the right, but no obligation, to bring any legal action in their name and at their own the expense of the Company, shall cause notice of the proposed payment of such Defaulted Amounts and the special record date therefor to be mailed, first-class postage prepaid (at the Company’s expense. The Co-Owners shall retain all damages and costs recovered in connection therewith. In such a case, Licensee will nevertheless retain the right, if applicable), to join any such action initiated by the Co-Owners each Holder at its own expense address as it appears in the Note Register, not less than 10 days prior to obtain indemnification for damages which Licensee alone have incurredsuch special record date. Should Inserm Transfert Notice of the proposed payment of such Defaulted Amounts and the Co-Owners decide not special record date therefor having been so mailed, such Defaulted Amounts shall be paid to bring an infringement action the Persons in whose names the Notes (or their respective Predecessor Notes) are registered at the close of business on such special record date and if Licensee is the sole licensee on the Patent Rights, Licensee shall have the right, but no obligation, to prosecute at its own expense any action against third party infringement of the Patent Rights, absent any response or action formulated by Inserm Transfert and/or the Co-Owners within thirty (30) days of its absent any response or action formulated by Inserm Transfert and/or the Co-Owners within thirty (30) days of its after written notice to Inserm Transfert of its intention to do so. The license granted longer be payable pursuant to the following clause (ii) of this Agreement expressly includes the rights for Licensee to defend any actions against the Patent Rights, such as action to declare the Patent Rights invalid or non-infringed, the right to ▇▇▇ for infringement of the Patent Rights and/or the right to recover any applicable damages resulting from infringement of the Patent Rights and to pursue any other remedies available, including injunctions, in accordance with article 5.3. The Parties shall provide each other with the documents and elements necessary to the conduct of the above mentioned actions. Licensee shall keep Inserm Transfert reasonably appraised of all developments in any action, and will seek the prior approval of Inserm Transfert on any substantive submissions or positions taken in the litigation that might affect the scope, validity or enforceability of the Patent Rights. If an action initiated by Licensee obliges the Co-Owners to take part in an invalidity action or counterclaim for invalidity of the Patent Rights, Licensee shall pay all the legal costs and expenses, including attorney’s fees, incurred by Inserm Transfert and/or the Co-Owners. Licensee will not sign with the defendant any settlement or agreement which would limit the scope of the Patent Rights without the prior written approval of Inserm Transfert, which may not be unreasonably delayed or withheld. Damages and sums received by Licensee in the frame of infringement actions shall be, after deduction of the proceedings costs, considered as Net Sales and subject to the applicable royalty payments. The Co-Owners shall in any event have the right, but no obligation, to join in the action initiated by LicenseeSection 2.03(c).

Confidential. If Inserm Transfert arbitrators shall have no authority to award punitive or Licensee comes to believe in good faith that Patent Rights are being infringed any other type of damages not measured by a third partyParty’s compensatory damages. Except to the extent necessary to confirm or enforce an award or as may be required by law, neither a Party nor any arbitrator may disclose the Party first having knowledge existence, content, or results of such infringement shall promptly notify an arbitration without the otherprior written consent of both MannKind and Sanofi. In no event shall an arbitration be initiated after the date when commencement of a legal or equitable proceeding based on the dispute, controversy or claim would be barred by the applicable New York statute of limitations. Each Party shall bear its own attorneys’ fees, costs and disbursements arising out of the arbitration, and shall pay an equal share of the fees and costs of the arbitrators; provided, however, that the arbitrators shall be authorized to determine whether a Party is the prevailing Party, and if so, to award to that prevailing Party reimbursement for the fees and costs of the arbitrators. Each Party agrees to fully perform and satisfy any arbitration award made against it within fifteen (15) days of the service of the award. The taking of evidence in the arbitration shall be guided by the International Bar Association’s 2010 Rules on the Taking of Evidence in International Commercial Arbitration (“IBA Guidelines on Evidence”); provided, however, that the arbitrators shall permit such pre-hearing discovery and such presentation of evidence at any Evidentiary Hearing (as defined in the IBA Guidelines on Evidence) as, in each case, is reasonably necessary for a full and fair understanding and resolution of any legitimate issue raised in the arbitration. The arbitration panel shall ensure that document disclosures are conducted on a timely basis. By agreeing to this binding arbitration provision, the Parties shall discuss how best understand that they are waiving certain rights and protections which may otherwise be available if a dispute between the Parties were determined by litigation in court, including the right to proceed. If an action is necessary and efficient, the Co-Owners shall have the right, but no obligation, to bring any legal action in their name and at their own expense. The Co-Owners shall retain all seek or obtain certain types of damages and costs recovered in connection therewith. In such a case, Licensee will nevertheless retain the right, if applicable, to join any such action initiated precluded by the Co-Owners at its own expense to obtain indemnification for damages which Licensee alone have incurred. Should Inserm Transfert and the Co-Owners decide not to bring an infringement action and if Licensee is the sole licensee on the Patent Rights, Licensee shall have the right, but no obligation, to prosecute at its own expense any action against third party infringement of the Patent Rights, absent any response or action formulated by Inserm Transfert and/or the Co-Owners within thirty (30) days of its absent any response or action formulated by Inserm Transfert and/or the Co-Owners within thirty (30) days of its after written notice to Inserm Transfert of its intention to do so. The license granted pursuant to this Agreement expressly includes the rights for Licensee to defend any actions against the Patent Rights, such as action to declare the Patent Rights invalid or non-infringedprovision, the right to ▇▇▇ for infringement a jury trial, certain rights of the Patent Rights and/or the appeal and a right to recover invoke formal rules of procedure and evidence. For the sake of clarity, any applicable damages resulting from infringement of disputes that arise under both this Agreement and the Patent Rights and to pursue any other remedies available, including injunctions, Supply Agreement may be consolidated in accordance with article 5.3a single arbitration. The Parties Any settlement discussions or arbitration proceedings occurring under this Agreement shall provide each other with the documents and elements be conducted in strict confidence. Except as necessary to the conduct of the above mentioned actions. Licensee shall keep Inserm Transfert reasonably appraised of all developments enforce an award or as required by law, no information or documents produced, generated or exchanged in connection with settlement discussions or arbitration proceedings (including any action, and will seek the prior approval of Inserm Transfert on any substantive submissions or positions taken in the litigation award(s) that might affect be rendered by the scope, validity or enforceability of the Patent Rights. If an action initiated by Licensee obliges the Co-Owners arbitration panel) shall be disclosed to take part in an invalidity action or counterclaim for invalidity of the Patent Rights, Licensee shall pay all the legal costs and expenses, including attorney’s fees, incurred by Inserm Transfert and/or the Co-Owners. Licensee will not sign with the defendant any settlement or agreement which would limit the scope of the Patent Rights person other than counsel without the prior written approval consent of Inserm Transfert, which may all Parties to the settlement or arbitration proceedings. This restriction shall not be unreasonably delayed apply to public records or withheld. Damages and sums received other documents obtained by Licensee the Parties in the frame normal course of infringement actions shall be, after deduction business independent of the proceedings costs, considered as Net Sales and subject to the applicable royalty payments. The Co-Owners shall in any event have the right, but no obligation, to join in the action initiated by Licenseesettlement discussions or arbitration proceedings.

Confidential. If Inserm Transfert any Patent Right after the Effective Date that covers or Licensee comes to believe may cover the Development, Manufacture, Commercialization or use of any Pfizer Licensed Product. In the absence of such prompt notification, any such Patent Rights will be excluded from the Valid Claim definition. Servier will keep Pfizer reasonably informed regarding each Patent Right included in the Licensed Patents that Servier or any Third Party licensor is prosecuting and will consider in good faith any recommendations made by Pfizer in regard to the filing, prosecution or maintenance of any such Patent Right. To the extent that at any time after the publication of a PCT application Servier wishes not to file, prosecute or maintain any Servier Patent Rights are being infringed Right that is a Joint Patent Right or that is otherwise directed primarily to a Licensed Product (except if not permitted with respect to any such Patent Right owned or co-owned by a third partyThird Party licensor , including with respect to Cellectis, only to the Party first having knowledge extent not permitted under the Pfizer / Cellectis Agreement as of the Effective Date), Servier will provide Pfizer with [***] days prior written notice to such effect, in which event Pfizer may elect to continue filing, prosecution or maintenance of such infringement shall promptly notify the other. In Patent Right, and ▇▇▇▇▇▇▇, upon ▇▇▇▇▇▇’s written request received within such [***] day period, will execute such documents and perform such acts, at ▇▇▇▇▇▇’s expense, as may be reasonably necessary to assign to Pfizer (subject to any such case, the Parties shall discuss how best to proceed. If an action is necessary and efficient, the Co-Owners shall have the existing Third Party rights) Servier’s right, but no obligationtitle and interest to such Patent Right and to permit Pfizer to file, to bring any legal action in their name prosecute and at their own expense. The Co-Owners shall retain all damages and costs recovered in connection therewith. In such a casemaintain, Licensee will nevertheless retain the right, if applicable, to join any such action initiated by the Co-Owners at its own expense discretion, such Patent Right, provided that Pfizer shall and does hereby grant to obtain indemnification Servier (subject to any existing Third Party rights) a non-exclusive, sublicensable, perpetual, irrevocable, royalty-free, fully paid-up worldwide license to practice and exploit such Patent Right for damages which Licensee alone have incurredany and all purposes excluding (x) during the Term, uses for Licensed Products and Competing Products except as authorized under this Agreement, and (y) after the Term, uses for Licensed Products. Should Inserm Transfert For avoidance of doubt, “prosecution” as used in this section includes oppositions, nullity or revocation actions, post-grant reviews and other patent office proceedings involving the Co-Owners decide not to bring an infringement action and if Licensee is the sole licensee on the referenced Patent Rights, Licensee shall have the right, but no obligation, to prosecute at its own expense any action against third party infringement of the Patent Rights, absent any response or action formulated by Inserm Transfert and/or the Co-Owners within thirty (30) days of its absent any response or action formulated by Inserm Transfert and/or the Co-Owners within thirty (30) days of its after written notice to Inserm Transfert of its intention to do so. The license granted pursuant to this Agreement expressly includes the rights for Licensee to defend any actions against the Patent Rights, such as action to declare the Patent Rights invalid or non-infringed, the right to ▇▇▇ for infringement of the Patent Rights and/or the right to recover any applicable damages resulting from infringement of the Patent Rights and to pursue any other remedies available, including injunctions, in accordance with article 5.3. The Parties shall provide each other with the documents and elements necessary to the conduct of the above mentioned actions. Licensee shall keep Inserm Transfert reasonably appraised of all developments in any action, and will seek the prior approval of Inserm Transfert on any substantive submissions or positions taken in the litigation that might affect the scope, validity or enforceability of the Patent Rights. If an action initiated by Licensee obliges the Co-Owners to take part in an invalidity action or counterclaim for invalidity of the Patent Rights, Licensee shall pay all the legal costs and expenses, including attorney’s fees, incurred by Inserm Transfert and/or the Co-Owners. Licensee will not sign with the defendant any settlement or agreement which would limit the scope of the Patent Rights without the prior written approval of Inserm Transfert, which may not be unreasonably delayed or withheld. Damages and sums received by Licensee in the frame of infringement actions shall be, after deduction of the proceedings costs, considered as Net Sales and subject to the applicable royalty payments. The Co-Owners shall in any event have the right, but no obligation, to join in the action initiated by Licensee.

Confidential. If Inserm Transfert or Licensee comes to believe in good faith that Patent Rights are being infringed CONFIDENTIAL INFORMATION ------------------------ The Offeree, by a third party, accepting the Party first having knowledge of such infringement shall promptly notify the other. In any such case, the Parties shall discuss how best to proceed. If an action is necessary and efficient, the Co-Owners shall have the right, but no obligation, to bring any legal action in their name and at their own expense. The Co-Owners shall retain all damages and costs recovered in connection therewith. In such a case, Licensee will nevertheless retain the right, if applicable, to join any such action initiated by the Co-Owners at its own expense to obtain indemnification for damages which Licensee alone have incurred. Should Inserm Transfert Securities Purchase Agreement and the Co-Owners decide not exhibit hereto relating to bring an infringement action Stellar Technologies, Inc.'s (the "Company") proposed offering of Units comprised of a convertible note and if Licensee is the sole licensee on the Patent Rights, Licensee shall have the right, but no obligation, warrants to prosecute at its own expense any action against third party infringement of the Patent Rights, absent any response or action formulated by Inserm Transfert and/or the Co-Owners within thirty (30) days acquire shares of its absent any response or action formulated by Inserm Transfert and/or common stock, acknowledges and agrees that: (i) the Co-Owners within thirty (30) days of its after written notice to Inserm Transfert of its intention to do so. The license granted pursuant to this Agreement expressly includes the rights for Licensee to defend any actions against the Patent Rights, such as action to declare the Patent Rights invalid or non-infringed, the right to ▇▇▇ for infringement of the Patent Rights and/or the right to recover any applicable damages resulting from infringement of the Patent Rights and to pursue any other remedies available, including injunctions, in accordance with article 5.3. The Parties shall provide each other with the offering documents and elements necessary have been furnished to the conduct Offeree on a confidential basis solely for the purpose of enabling the above mentioned actions. Licensee shall keep Inserm Transfert reasonably appraised of all developments in any action, and will seek Offeree to evaluate the prior approval of Inserm Transfert on any substantive submissions or positions taken in offering; (ii) that the litigation that might affect Offeree may not further distribute the scope, validity or enforceability of the Patent Rights. If an action initiated by Licensee obliges the Co-Owners to take part in an invalidity action or counterclaim for invalidity of the Patent Rights, Licensee shall pay all the legal costs and expenses, including attorney’s fees, incurred by Inserm Transfert and/or the Co-Owners. Licensee will not sign with the defendant any settlement or agreement which would limit the scope of the Patent Rights offering documents without the prior written approval consent of Inserm Transfertthe Company, which may not except to the Offeree's legal, financial or other personal advisors, if any, who will use the offering documents on the Offeree's behalf solely for purposes of evaluating the offering; (iii) any reproduction or distribution of the offering documents, in whole or in part, or the direct or indirect disclosure of the contents of the offering documents for any other purpose without the prior written consent of the Company is prohibited; and (iv) the offeree shall be unreasonably delayed or withheld. Damages bound by all terms and sums received by Licensee conditions specified in the frame offering documents. NOTICE TO OFFEREES ------------------ THE SECURITIES OFFERED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR REGISTERED OR QUALIFIED UNDER THE APPLICABLE SECURITIES LAWS OF ANY STATE OR OTHER JURISDICTION. THIS SECURITIES PURCHASE AGREEMENT AND THE OTHER OFFERING DOCUMENTS DO NOT CONSTITUTE AN OFFER TO SELL OR SOLICITATION OF AN OFFER TO BUY THE SECURITIES IN ANY JURISDICTION IN WHICH SUCH OFFER OR SOLICITATION WOULD BE UNLAWFUL. THE SECURITIES ARE BEING OFFERED AND SOLD PURSUANT TO REGULATION S UNDER THE SECURITIES ACT FOR INVESTMENT PURPOSES ONLY, WITHOUT A VIEW TO RESALE OR DISTRIBUTION THEREOF, AND MAY NOT BE TRANSFERRED, RESOLD OR OFFERED FOR RESALE IN THE UNITED STATES OR TO U.S. PERSONS UNLESS REGISTERED UNDER THE SECURITIES ACT AND REGISTERED OR QUALIFIED UNDER THE APPLICABLE SECURITIES LAWS OF ANY STATE OR OTHER JURISDICTION, OR PURSUANT TO THE AVAILABILITY OF AN EXEMPTION THEREFROM. HEDGING TRANSACTIONS, INCLUDING, BUT NOT LIMITED TO, SHORT SALES, SWAPS OR DERIVATIVE SECURITIES TRANSACTIONS, INVOLVING THESE SECURITIES MAY NOT BE CONDUCTED UNLESS IN COMPLIANCE WITH THE SECURITIES ACT AND APPLICABLE SECURITIES LAWS OF ANY STATE OR OTHER JURISDICTION. NEITHER THE SECURITIES AND EXCHANGE COMMISSION NOR THE SECURITIES COMMISSION OR OTHER REGULATORY AUTHORITY OF ANY OR OTHER JURISDICTION HAS APPROVED OR DISAPPROVED OF THESE SECURITIES OR PASSED UPON THE ADEQUACY OR ACCURACY OF THIS SECURITIES PURCHASE AGREEMENT OR ANY OF THE OTHER OFFERING DOCUMENTS. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE. INVESTORS MUST COMPLY WITH ALL APPLICABLE LAWS AND REGULATIONS IN FORCE IN ANY JURISDICTION IN WHICH THEY PURCHASE, OFFER OR SELL THE SECURITIES AND MUST OBTAIN ANY CONSENT, APPROVAL OR PERMISSION REQUIRED FOR THE PURCHASE, OFFER OR SALE BY IT OF THE SECURITIES UNDER THE LAWS AND REGULATIONS IN FORCE IN ANY JURISDICTION TO WHICH IT IS SUBJECT OR IN WHICH IT MAKES SUCH PURCHASES, OFFERS OR SALES. THE COMPANY SHALL NOT HAVE ANY RESPONSIBILITY WITH RESPECT TO INVESTOR COMPLIANCE THEREWITH. INVESTORS ARE EXPECTED TO CONDUCT AN INDEPENDENT INVESTIGATION OF THE RISKS POSED BY AN INVESTMENT IN THE SECURITIES. AN OFFICER OF THE COMPANY IS AVAILABLE TO ANSWER QUESTIONS CONCERNING THE COMPANY AND WILL, UPON REQUEST, MAKE AVAILABLE SUCH OTHER INFORMATION AS QUALIFIED, POTENTIAL INVESTORS MAY REASONABLY REQUEST AND THAT CAN BE PROVIDED BY THE COMPANY WITHOUT UNREASONABLE EFFORT OR EXPENSE. INVESTORS ARE ALSO EXPECTED TO CONSULT THEIR OWN INVESTMENT, LEGAL, TAX AND ACCOUNTING ADVISORS TO DETERMINE WHETHER THE SECURITIES CONSTITUTE APPROPRIATE INVESTMENTS FOR THEM AND THE APPLICABLE LEGAL, TAX, REGULATORY AND ACCOUNTING TREATMENT OF THE SECURITIES. IN MAKING AN INVESTMENT DECISION, INVESTORS MUST RELY ON THEIR OWN EXAMINATION OF THE COMPANY AND THE TERMS OF THE OFFERING, INCLUDING THE MERITS AND RISKS INVOLVED. INVESTORS SHOULD BE AWARE THAT THEY MAY BE REQUIRED TO BEAR THE FINANCIAL RISKS OF THIS INVESTMENT FOR AN INDEFINITE PERIOD OF TIME. ADDITIONAL INFORMATION ---------------------- Stellar Technologies, Inc. (the "Company") files annual, quarterly and current reports, proxy statements and other information with the Securities and Exchange Commission (the "SEC") under the Securities Exchange Act of infringement actions shall be1934, after deduction as amended. Reports, statements or other information that we file with the SEC are available to the public at the SEC's Website at ▇▇▇▇://▇▇▇.▇▇▇.▇▇▇, as well as our Website at ▇▇▇.▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇.▇▇▇. Documents filed with the SEC include, but are not limited to, the following documents: o Quarterly Report on Form 10-QSB for the fiscal quarter ended December 31, 2005; o Current Report on Form 8-K dated December 13, 2005; o Quarterly Report on Form 10-QSB for the fiscal quarter ended September 30, 2005; and o Annual Report on Form 10-KSB for the fiscal year ended June 30, 2005. The Company will provide to each person to whom this agreement is sent, upon the written or oral request of such person, a copy of any or all of the proceedings costsdocuments referred to above. You may make such requests at no cost to you by writing or telephoning us at the following address or number: Stellar Technologies, considered Inc. ▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇ ▇▇▇ ▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇ (▇▇▇) ▇▇▇-▇▇▇▇ The Company has not authorized anyone to provide you with different information. You should not assume that the information in this agreement is accurate as Net Sales and subject of any date other than the date this agreement is sent to you for review or that the applicable royalty payments. The Co-Owners shall in information filed with the SEC is accurate as of any event have date other than the right, but no obligation, to join in date set forth on the action initiated by Licenseefront of the document containing such information.

Confidential. If Inserm Transfert or Licensee comes to believe in good faith that Patent Rights are being infringed by Each party hereto and any person asserting rights as a third partyparty beneficiary may do so only if he, she or it irrevocably agrees that any action, suit or proceeding between or among the Party first having knowledge parties hereto, whether arising in contract, tort or otherwise, arising in connection with any disagreement, dispute, controversy or claim arising out of or relating to this Subscription Agreement or any related document or any of the transactions contemplated hereby or thereby (“Legal Dispute”) shall be brought only to the exclusive jurisdiction of the courts of the State of Delaware or the federal courts located in the State of Delaware, and each party hereto hereby consents to the jurisdiction of such infringement shall promptly notify courts (and of the other. In appropriate appellate courts therefrom) in any such casesuit, the Parties shall discuss how best to proceed. If an action is necessary or proceeding and efficient, the Co-Owners shall have the right, but no obligationirrevocably waives, to bring the fullest extent permitted by law, any legal action in their name and at their own expense. The Co-Owners shall retain all damages and costs recovered in connection therewith. In such a case, Licensee will nevertheless retain objection that it may now or hereafter have to the right, if applicable, to join laying of the venue of any such suit, action initiated by or proceeding in any such court or that any such suit, action or proceeding that is brought in any such court has been brought in an inconvenient forum. During the Co-Owners at its own expense to obtain indemnification for damages which Licensee alone have incurred. Should Inserm Transfert and the Co-Owners decide not to bring an infringement action and if Licensee period a Legal Dispute that is the sole licensee on the Patent Rights, Licensee shall have the right, but no obligation, to prosecute at its own expense any action against third party infringement of the Patent Rights, absent any response or action formulated by Inserm Transfert and/or the Co-Owners within thirty (30) days of its absent any response or action formulated by Inserm Transfert and/or the Co-Owners within thirty (30) days of its after written notice to Inserm Transfert of its intention to do so. The license granted pursuant to this Agreement expressly includes the rights for Licensee to defend any actions against the Patent Rights, such as action to declare the Patent Rights invalid or non-infringed, the right to ▇▇▇ for infringement of the Patent Rights and/or the right to recover any applicable damages resulting from infringement of the Patent Rights and to pursue any other remedies available, including injunctions, filed in accordance with article 5.3. The Parties this Section 10(m) is pending before a court, all actions, suits or proceedings with respect to such Legal Dispute or any other Legal Dispute, including any counterclaim, cross-claim or interpleader, shall provide each other with the documents and elements necessary be subject to the conduct exclusive jurisdiction of such court. Each party hereto and any person asserting rights as a third party beneficiary may do so only if he, she or it hereby waives, and shall not assert as a defense in any Legal Dispute, that (i) such party is not personally subject to the jurisdiction of the above mentioned actionsnamed courts for any reason, (ii) such action, suit or proceeding may not be brought or is not maintainable in such court, (iii) such party’s property is exempt or immune from execution, (iv) such action, suit or proceeding is brought in an inconvenient forum, or (v) the venue of such action, suit or proceeding is improper. Licensee shall keep Inserm Transfert reasonably appraised of all developments A final judgment in any action, and will seek suit or proceeding described in this Section 10(m) following the prior approval expiration of Inserm Transfert on any substantive submissions or positions taken in the litigation that might affect the scope, validity or enforceability of the Patent Rights. If an action initiated by Licensee obliges the Co-Owners to take part in an invalidity action or counterclaim period permitted for invalidity of the Patent Rights, Licensee shall pay all the legal costs and expenses, including attorney’s fees, incurred by Inserm Transfert and/or the Co-Owners. Licensee will not sign with the defendant any settlement or agreement which would limit the scope of the Patent Rights without the prior written approval of Inserm Transfert, which may not be unreasonably delayed or withheld. Damages and sums received by Licensee in the frame of infringement actions shall be, after deduction of the proceedings costs, considered as Net Sales appeal and subject to any stay during appeal shall be conclusive and may be enforced in other jurisdictions by suit on the applicable royalty payments. The Co-Owners shall judgment or in any event have the rightother manner provided by applicable Laws. EACH OF THE PARTIES HERETO AND ANY PERSON ASSERTING RIGHTS AS A THIRD PARTY BENEFICIARY MAY DO SO ONLY IF HE, but no obligationSHE OR IT IRREVOCABLY AND UNCONDITIONALLY WAIVES ANY RIGHT TO TRIAL BY JURY ON ANY CLAIMS OR COUNTERCLAIMS ASSERTED IN ANY LEGAL DISPUTE RELATING TO THIS SUBSCRIPTION AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY AND FOR ANY COUNTERCLAIM RELATING THERETO. IF THE SUBJECT MATTER OF ANY SUCH LEGAL DISPUTE IS ONE IN WHICH THE WAIVER OF JURY TRIAL IS PROHIBITED, to join in the action initiated by LicenseeNO PARTY HERETO NOR ANY PERSON ASSERTING RIGHTS AS A THIRD PARTY BENEFICIARY SHALL ASSERT IN SUCH LEGAL DISPUTE A NONCOMPULSORY COUNTERCLAIM ARISING OUT OF OR RELATING TO THIS SUBSCRIPTION AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY. FURTHERMORE, NO PARTY HERETO NOR ANY PERSON ASSERTING RIGHTS AS A THIRD PARTY BENEFICIARY SHALL SEEK TO CONSOLIDATE ANY SUCH LEGAL DISPUTE WITH A SEPARATE ACTION OR OTHER LEGAL PROCEEDING IN WHICH A JURY TRIAL CANNOT BE WAIVED.

Confidential. If Inserm Transfert or Licensee comes to believe in good faith that Patent Rights are being infringed Promptly after receipt by a third partyGeron Indemnitee of notice of any Proceeding, the Party first having knowledge such Geron Indemnitee shall notify BioTime and BAC of such infringement Proceeding, provided that the failure to so notify BioTime and BAC shall promptly not relieve BioTime and BAC from any liability hereunder except to the extent such failure to notify has actually and materially prejudiced the otherdefense relating to any such Proceeding. BioTime and BAC agree that the indemnification, reimbursement and commitments set forth in this Section 7.5 shall apply whether or not any Geron Indemnitee is a formal party to any such Proceeding and the rights of the Geron Indemnitees shall be in addition to any other rights that any Geron Indemnitee may otherwise have against BioTime or BAC. Upon request of the Geron Indemnitee, BioTime and BAC shall retain counsel reasonably satisfactory to the Geron Indemnitee to represent the Geron Indemnitee and any others BioTime and BAC may designate in such Proceeding and BioTime and BAC shall pay the fees and disbursements of such counsel related to such Proceeding. In any such caseProceeding, the Parties shall discuss how best to proceed. If an action is necessary and efficient, the Co-Owners any Geron Indemnitee shall have the rightright to retain its own counsel, but no obligationthe fees and expenses of such counsel shall be at the expense of such Geron Indemnitee unless (i) BioTime, BAC and the Geron Indemnitee shall have agreed in writing to bring the retention of such counsel or (ii) the named parties to any legal action such Proceeding (including any impleaded parties) include both BioTime or BAC and the Geron Indemnitee and, in their name the reasonable opinion of counsel to Geron, representation of both parties by the same counsel would be inappropriate due to actual or potential differing interests between them. Such firm shall be designated in writing by Geron and at their own expenseshall be reasonably acceptable to BioTime. The Co-Owners It is understood that BioTime and BAC shall retain not be liable for the fees and expenses of more than one separate firm (in addition to local counsel) for all damages and costs recovered such Geron Indemnitees in connection therewithwith any Proceeding or related Proceedings in the same jurisdiction. In such a case, Licensee will nevertheless retain the right, if applicable, to join BioTime and BAC shall not be liable for any such action initiated by the Co-Owners at its own expense to obtain indemnification for damages which Licensee alone have incurred. Should Inserm Transfert and the Co-Owners decide not to bring an infringement action and if Licensee is the sole licensee on the Patent Rights, Licensee shall have the rightsettlement of any Proceeding without their written consent, but no obligationif settled with such consent or if there shall be a final judgment for the plaintiff, BioTime and BAC agrees to prosecute at its own expense any action against third party infringement indemnify and hold harmless the Geron Indemnitees from and against, and shall compensate and reimburse each of the Patent RightsGeron Indemnitees for, absent any response Section 7.5 Damages by reason of such settlement or action formulated by Inserm Transfert and/or judgment to the Co-Owners within thirty extent the Geron Indemnitees are otherwise entitled to indemnification hereunder. BioTime, BAC and Geron each agree that, without the other party’s prior written consent, neither BioTime, BAC nor Geron will agree to any settlement of, compromise or consent to the entry of any judgment in or other termination of any Proceeding (30each and collectively, a “Settlement”) days in respect of its absent any response or action formulated by Inserm Transfert and/or the Co-Owners within thirty (30) days of its after written notice to Inserm Transfert of its intention to do so. The license granted pursuant to this Agreement expressly which indemnification could be sought hereunder unless such Settlement includes the rights for Licensee to defend any actions against the Patent Rights, such as action to declare the Patent Rights invalid or non-infringed, the right to ▇▇▇ for infringement an unconditional release of the Patent Rights and/or the right to recover applicable Geron Indemnitee from any applicable damages resulting from infringement Section 7.5 Damages arising out of the Patent Rights such Proceeding and to pursue does not include any other remedies available, including injunctions, in accordance with article 5.3. The Parties shall provide each other with the documents and elements necessary findings of fact or admissions of culpability as to the conduct of the above mentioned actions. Licensee shall keep Inserm Transfert reasonably appraised of all developments in any actionGeron Indemnitees, and will seek the prior approval of Inserm Transfert on any substantive submissions BioTime or positions taken in the litigation that might affect the scope, validity or enforceability of the Patent Rights. If an action initiated by Licensee obliges the Co-Owners to take part in an invalidity action or counterclaim for invalidity of the Patent Rights, Licensee shall pay all the legal costs and expenses, including attorney’s fees, incurred by Inserm Transfert and/or the Co-Owners. Licensee will not sign with the defendant any settlement or agreement which would limit the scope of the Patent Rights without the prior written approval of Inserm Transfert, which may not be unreasonably delayed or withheld. Damages and sums received by Licensee in the frame of infringement actions shall be, after deduction of the proceedings costs, considered as Net Sales and subject to the applicable royalty payments. The Co-Owners shall in any event have the right, but no obligation, to join in the action initiated by LicenseeBAC.

Confidential. If Inserm Transfert account, routing or Licensee comes other similar information provided by Borrower to believe Lender for accounts that Borrower is directing Lender to deliver loan proceeds to (“Directed Accounts”) are accurate and complete. Borrower agrees to hold Lender and Lending Club harmless for any alleged or actual loss, claim, fee or other damage or expense Borrower may suffer related to the failure of a Directed Account to receive such proceeds if such failure was the result (directly or indirectly) of any error in good faith any name, account, routing or other similar information provided by Borrower to Lender. Borrower acknowledges that Patent Rights neither it nor Lending Club have any obligation to confirm or investigate the accuracy or completeness of the information Borrower has provided. Borrower further agrees that if the loan proceeds are being infringed rejected by a third Directed Account that is not Borrower’s designated bank account that Lender may deliver the loan proceeds into the designated bank account to satisfy our obligation of loan proceed delivery. In all events under this section, interest will begin to accrue as date of issuance of the loan and not upon the actual receipt of proceeds by Borrower or any other designated third-party. If we are unable to deliver loan proceeds to the Directed Account(s) or Borrower’s designated bank account after 14 days from the initial delivery attempt, the Party first having knowledge of such infringement shall promptly notify loan will be canceled and only in this circumstance will Borrower not owe any interest on the other. In any such case, the Parties shall discuss how best to proceedloan. If an action is necessary and efficientBorrower elects to make payments by automatic withdrawal, the Co-Owners shall have the right, but no obligation, to bring any legal action in their name and at their own expense. The Co-Owners shall retain all damages and costs recovered in connection therewith. In such a case, Licensee will nevertheless retain the right, if applicable, to join any such action initiated by the Co-Owners at its own expense to obtain indemnification for damages which Licensee alone have incurred. Should Inserm Transfert and the Co-Owners decide not to bring an infringement action and if Licensee is the sole licensee on the Patent Rights, Licensee shall have the right, but no obligation, to prosecute at its own expense any action against third party infringement of the Patent Rights, absent any response or action formulated by Inserm Transfert and/or the Co-Owners within thirty (30) days of its absent any response or action formulated by Inserm Transfert and/or the Co-Owners within thirty (30) days of its after written notice to Inserm Transfert of its intention to do so. The license granted pursuant to this Agreement expressly includes the rights for Licensee to defend any actions against the Patent Rights, such as action to declare the Patent Rights invalid or non-infringed, Borrower has the right to stop payment of these automatic withdrawals or revoke prior authorization for automatic withdrawals by notifying Lender and Lending Club of the exercise of its right to stop a payment or revoke authorization for automatic withdrawals no less than three (3) banking days before Borrower’s next payment due date. If Borrower elects to make payments by check, Borrower must send the check either by regular mail or by overnight mail or UPS delivery to ▇▇▇▇▇ for infringement of ▇▇▇▇▇ ▇▇▇▇ ▇▇▇ ▇▇▇▇▇▇▇▇, ▇▇▇▇ #▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇, ▇▇▇▇▇▇ ▇, ▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇. There will be a $7 check processing fee per payment, subject to applicable law. Borrower may change its payment method by contacting ▇▇▇▇▇▇▇@▇▇▇▇▇▇▇▇▇▇▇.▇▇▇. Borrower’s payment method and any necessary authorization do not affect its obligation to pay when due all amounts payable on the Patent Rights and/or Note, whether or not there are sufficient funds in the right to recover any applicable damages resulting from infringement of the Patent Rights and to pursue any other remedies available, including injunctions, in accordance with article 5.3deposit account. The Parties shall provide each other with the documents foregoing authorization is in addition to, and elements necessary not in limitation of, any rights of setoff Lender may have. All payments are to be applied first to the conduct of the above mentioned actions. Licensee shall keep Inserm Transfert reasonably appraised payment of all developments in any actionfees, expenses and other amounts due (excluding principal and interest), then to accrued interest, and the balance on account of outstanding principal; provided, however, that after an Event of Default (as defined below), payments will seek the prior approval of Inserm Transfert on any substantive submissions be applied to Borrower’s obligations as Lender determines in its sole discretion. If a payment is returned or positions taken fails due to insufficient funds in the litigation designated account, Borrower will be charged a fee of $15, to the extent permitted by applicable law. An unsuccessful payment fee will be assessed for each failed attempt, up to three times total for a single payment. The bank that might affect holds Borrower’s deposit account may assess its own fee in addition to the scope, validity or enforceability of the Patent Rightsfee assessed under this Note. If an action initiated by Licensee obliges the Co-Owners to take part Borrower’s payment is more than 15 days late, a late fee may be charged in an invalidity action or counterclaim for invalidity of the Patent Rights, Licensee shall pay all the legal costs and expenses, including attorney’s fees, incurred by Inserm Transfert and/or the Co-Owners. Licensee will not sign with the defendant any settlement or agreement which would limit the scope of the Patent Rights without the prior written approval of Inserm Transfert, which may not be unreasonably delayed or withheld. Damages and sums received by Licensee in the frame of infringement actions shall be, after deduction of the proceedings costs, considered as Net Sales and subject amount equal to the applicable royalty payments. The Co-Owners shall in any event have the right, but no obligation, to join in the action initiated by Licensee.greater

Confidential. If Inserm Transfert or Licensee comes to believe in good faith that Patent Rights are being infringed by a third party, the Party first having knowledge of such infringement shall promptly notify the other. In any such case, the Parties shall discuss how best to proceed. If an action is necessary and efficient, the Co-Owners (iii) Amgen shall have the first right, but no not the obligation, to bring and control an appropriate suit or other action against any legal action person or entity engaged in their a Product Infringement of the Arrowhead Product Patents or Joint Patents, in its own name and entirely under its own direction and control, subject to the following. Amgen shall keep Arrowhead regularly informed of the status and progress of such enforcement efforts. Amgen shall consult with Arrowhead and take any Arrowhead comments into good faith consideration with respect to the infringement, claim construction, or defense of the validity or enforceability of any claim in any Arrowhead Product Patent or Joint Patent. In addition, Amgen shall provide Arrowhead with drafts of all material papers to be filed with the court and shall incorporate all reasonable comments thereto by Arrowhead before filing such papers. Arrowhead shall provide to Amgen reasonable assistance in such enforcement pursuant to this Section 10.4(b)(iii), at their Amgen’s request and expense, including joining such action as a party plaintiff if requested by Amgen or required by applicable Laws to pursue such action. Arrowhead shall be entitled to separate representation in such matter by counsel of its own choice and at its own expense. (iv) If Amgen elects not to settle, or bring any action or proceeding as described in Section 10.4(b)(iii), then it will notify Arrowhead thereof and Arrowhead may bring such suit or other action against any person or entity engaged in a Product Infringement of the Arrowhead Product Patents or Joint Patents, in its own name and entirely under its own direction and control, subject to the following. The Co-Owners Arrowhead shall retain all damages consult with Amgen and costs recovered take any Amgen comments into good faith consideration with respect to the infringement, claim construction, or defense of the validity or enforceability of any claim in connection therewithany Arrowhead Product Patent or Joint Patent. In Amgen shall provide to Arrowhead reasonable assistance in such enforcement pursuant to this Section 10.4(b)(iv), at Arrowhead’s request and expense, including joining such action as a case, Licensee will nevertheless retain party plaintiff if requested by Arrowhead or required by applicable Laws to pursue such action. Amgen shall have the right, if applicable, right to join participate and be represented in any such action initiated suit by the Co-Owners its own counsel at its own expense with respect to obtain indemnification for damages a Product Infringement. No settlement of any such action or proceeding which Licensee alone have incurred. Should Inserm Transfert and the Co-Owners decide not to bring an infringement action and if Licensee is the sole licensee on the Patent Rights, Licensee shall have the right, but no obligation, to prosecute at its own expense any action against third party infringement of the Patent Rights, absent any response or action formulated by Inserm Transfert and/or the Co-Owners within thirty (30) days of its absent any response or action formulated by Inserm Transfert and/or the Co-Owners within thirty (30) days of its after written notice to Inserm Transfert of its intention to do so. The license granted pursuant to this Agreement expressly includes the rights for Licensee to defend any actions against the Patent Rights, such as action to declare the Patent Rights invalid or non-infringed, the right to ▇▇▇ for infringement of the Patent Rights and/or the right to recover any applicable damages resulting from infringement of the Patent Rights and to pursue any other remedies available, including injunctions, in accordance with article 5.3. The Parties shall provide each other with the documents and elements necessary to the conduct of the above mentioned actions. Licensee shall keep Inserm Transfert reasonably appraised of all developments in any action, and will seek the prior approval of Inserm Transfert on any substantive submissions or positions taken in the litigation that might affect restricts the scope, validity or enforceability adversely affects the enforceability, of the any Arrowhead Product Patent Rights. If an action initiated or Joint Patent, or imposes on Amgen any restrictions, obligations or other liabilities, shall be entered into by Licensee obliges the Co-Owners to take part in an invalidity action or counterclaim for invalidity of the Patent Rights, Licensee shall pay all the legal costs and expenses, including attorney’s fees, incurred by Inserm Transfert and/or the Co-Owners. Licensee will not sign with the defendant any settlement or agreement which would limit the scope of the Patent Rights Arrowhead without the prior written approval consent of Inserm TransfertAmgen, which may consent shall not be unreasonably delayed withheld, conditioned, or delayed. Arrowhead shall not knowingly take any action during such litigation of any Arrowhead Product Patent or Joint Patent that would materially and adversely affect them, without Amgen’s prior written consent, which shall not be unreasonably withheld, delayed, or conditioned. Damages Notwithstanding the foregoing, Arrowhead will not have the right to enforce or settle any such action or proceeding if Amgen has a good faith belief that enforcement of such Arrowhead Product Patent or Joint Patent in such circumstances could unreasonably jeopardize the rights licensed to Amgen under such Patent. (v) Notwithstanding Section 10.4(b)(ii) or (iv), if a Third Party submits an application to the appropriate Regulatory Authority for approval to sell a drug product, and sums received by Licensee supports the application with any safety, efficacy, or other data that either Party has generated in Developing a Licensed Compound or Licensed Product, then the frame of infringement actions shall befollowing will apply: (1) if a Party receives from the Third Party a notice alleging that the Third Party’s manufacture, after deduction use, or sale of the proceedings costsdrug product does not infringe an Arrowhead Patent, considered or that such Patent is invalid or unenforceable (such as Net Sales and subject to the applicable royalty payments. The Co-Owners shall in any event have the righta certification under 21 U.S.C. §§ 355(b)(2)(A)(iv) or 355(j)(2)(A)(vii)(IV), but no obligation21 C.F.R. §§ 314.94 or 314.95, to join in the action initiated by Licensee.42 U.S.C. § 262(l), or