Common use of Infringement and Invalidity Clause in Contracts

Infringement and Invalidity. 8.1 Either party shall inform the other party in writing within ten (10) business days of it becoming aware of any alleged infringement of the Licensed Patents by a third party, along with any available evidence thereof. 8.2 During the term of this Agreement, UFRF shall have the right, but shall not be obligated, to prosecute at its own expense any such infringements of the Licensed Patents. If UFRF prosecutes any such infringement, Licensee agrees that UFRF may include Licensee as a co-plaintiff in any such suit, without expense to Licensee. UFRF shall indemnify Licensee against any order for costs that may be made against Licensee in such proceedings. 8.3 If within six (6) months after having been notified of any alleged infringement, UFRF shall have been unsuccessful in persuading the alleged infringer to desist and shall not have brought and shall not be diligently prosecuting an infringement action, or if UFRF shall notify Licensee at any time prior thereto of its intention not to bring suit against any alleged infringer, then, and in those events only, Licensee shall have the right, but shall not be obligated, to prosecute at its own expense any infringement of the Licensed Patents, and Licensee may, for such purposes, use the name of UFRF as party plaintiff. No settlement, consent judgment or other voluntary final disposition of the suit may be entered into without the consent of UFRF, which consent shall not be unreasonably withheld. Licensee shall indemnify UFRF against any order for costs that may be made against UFRF in such proceedings. 8.4 In the event that UFRF shall undertake the enforcement by litigation and/or defense of the Licensed Patents by litigation, any recovery of damages by UFRF for any such suit shall be applied first in satisfaction of any reasonable unreimbursed expenses and legal fees of UFRF relating to the suit, and next toward reimbursement of Licensee for its reasonable unreimbursed expenses and legal fees. The balance then remaining on any such recovery shall be divided so that UFRF receives 75% of such remainder and Licensee receives 25%. 8.5 In the event that Licensee shall undertake the enforcement by litigation and/or defense of the Licensed Patents by litigation, any recovery of damages by Licensee for any such suit shall be applied first in satisfaction of any reasonable unreimbursed expenses and legal fees of Licensee relating to the suit, and next toward reimbursement of UFRF for any reasonable unreimbursed expenses and legal fees. The balance then remaining on any such recovery shall be divided so that Licensee receives 75% of such remainder and UFRF receives 25%. [***] Certain information in this document has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions. 8.6 In any infringement suit that either party may institute to enforce the Licensed Patents pursuant to this Agreement, the other party hereto shall, at the request and expense of the party initiating such suit, cooperate in all respects and, to the extent possible, have its employees testify when requested and make available relevant records, papers, information, samples, specimens, and the like. 8.7 In the event a declaratory judgment action alleging invalidity or noninfringement of any of the Licensed Patents shall be brought against Licensee, UFRF, at its option, shall have the right, within thirty (30) days after commencement of such action, to intervene and take over the sole defense of the action at its own expense. 8.8 In the event Licensee contests the validity of any Licensed Patents, Licensee shall continue to pay royalties and make other payments pursuant to this Agreement with respect to that patent as if such contest were not underway until the patent is adjudicated invalid or unenforceable by a court of last resort.

Infringement and Invalidity. 8.1 Either party Licensee shall inform the other party UFRF promptly in writing within ten (10) business days of it becoming aware of any alleged infringement of the Licensed Patents by a third party, along with party and of any available evidence thereof. 8.2 During the term of this Agreement, UFRF shall have the right, but shall not be obligated, to prosecute at its own expense any such infringements of the Licensed Patents. If UFRF prosecutes any such infringement, Licensee agrees that UFRF may include Licensee as a co-plaintiff in any such suit, without expense to Licensee. In the event that UFRF shall indemnify undertake the enforcement by litigation and/or defense of the Licensed Patents by litigation, any recovery of damages by UFRF for any such suit shall be applied first in satisfaction of any unreimbursed expenses and legal fees of UFRF relating to the suit. The balance remaining from any such recovery shall be divided equally between Licensee against any order for costs that may be made against Licensee in such proceedings.and UFRF 8.3 If within six (6) months after having been notified of any alleged infringement, UFRF shall have been unsuccessful in persuading the alleged infringer to desist and shall not have brought and shall not be diligently prosecuting an infringement action, or if UFRF shall notify Licensee at any time prior thereto of its intention not to bring suit against any alleged infringer, then, and in those events only, Licensee shall have the right, but shall not be obligated, to prosecute at its own expense any infringement of the Licensed Patents, and Licensee may, for such purposes, use the name of UFRF as party plaintiff. No settlement, consent judgment or other voluntary final disposition of the suit may be entered into without the consent of UFRF, which consent shall not unreasonably be unreasonably withheld. Licensee shall indemnify UFRF against any order for costs that may be made against UFRF in such proceedings. 8.4 In the event that UFRF shall undertake the enforcement by litigation and/or defense of the Licensed Patents by litigation, any recovery of damages by UFRF for any such suit shall be applied first in satisfaction of any reasonable unreimbursed expenses and legal fees of UFRF relating to the suit, and next toward reimbursement of Licensee for its reasonable unreimbursed expenses and legal fees. The balance then remaining on any such recovery shall be divided so that UFRF receives 75% of such remainder and Licensee receives 25%. 8.5 In the event that Licensee shall undertake the enforcement by litigation and/or defense of the Licensed Patents by litigation, any recovery of damages by Licensee for any such suit shall be applied first in satisfaction of any reasonable unreimbursed expenses and legal fees of Licensee relating to the suit, and next toward reimbursement of UFRF for any reasonable unreimbursed expenses and legal fees, and unreimbursed expenses. The balance then remaining on from any such recovery shall be divided so that equally between Licensee receives 75% of such remainder and UFRF receives 25%. [***] Certain information in this document has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portionsUFRF. 8.6 8.5 In any infringement suit that either party may institute to enforce the Licensed Patents pursuant to this Agreement, the other party hereto shall, at the request and expense of the party initiating such suit, cooperate in all respects and, to the extent possible, have its employees testify when requested and make available relevant records, papers, information, samples, specimens, and the like. 8.7 8.6 In the event a declaratory judgment action alleging invalidity or noninfringement of any of the Licensed Patents shall be brought against Licensee, UFRF, at its option, shall have the right, within thirty (30) days after commencement of such action, to intervene and take over the sole defense of the action at its own expense. 8.8 8.7 In the event Licensee contests the validity of any Licensed Patents, Licensee shall continue to pay 50% of the royalties owed to UFRF and make other payments pursuant to this Agreement with respect to that patent as if such contest were not underway until the patent is adjudicated invalid or unenforceable by a court of last resort. Upon resolution of any such contest, the Licensee’s obligation to pay royalties to UFRF shall be retroactively restored. Any balance of royalties due to UFRF under 8.7 shall be paid to UFRF within 30 days of the resolution of any such contest.

Infringement and Invalidity. 8.1 Either party shall inform In the other party in writing within ten (10) business days of it becoming aware of event that any alleged infringement of the Licensed Patents are infringed by a third party, along with any available evidence thereof. 8.2 During Licensor and joint owners of the term of this Agreement, UFRF Licensed Patents (subject to and as described in the Inter-Institutional Agreement attached as Appendix A) shall have the rightfirst right and choice, but shall not be obligatedobligation, to prosecute at its own expense any such infringements of defend the Licensed Patents. If UFRF prosecutes any such infringement, Licensee agrees that UFRF may include Licensee as a co-plaintiff in any such suit, without expense to Licensee. UFRF shall indemnify Licensee against any order for costs that may be made against Licensee in such proceedings. 8.3 If within six (6) months after having been notified of any alleged infringement, UFRF shall have been unsuccessful in persuading the alleged infringer to desist and shall not have brought and shall not be diligently prosecuting an infringement action, or if UFRF shall notify Licensee at any time prior thereto of its intention not to bring suit against any alleged infringer, then, and in those events only, Licensee shall have the right, but shall not be obligatedthe obligation, to prosecute at its own expense any infringement defend the Licensed Patents after Licensor and joint owners elect not to commence a suit either by formal notice to Licensee or by failure to act within the ninety (90) day period following notification of the infringer, to institute, prosecute and control any action or proceeding with respect to such infringement, by counsel of its choice, including any declaratory judgment action arising from such infringement provided, however, prior to instituting such action, Licensee shall first meet with FSURF and provide FSURF with (i) a written estimate of the expenses that would reasonably be incurred in connection with such action or proceeding and (ii) financial records reasonably sufficient to reasonably demonstrate that it has the financial wherewithal to pay such expenses as they fall due through the conclusion of such action or proceeding by means of judgment or other final, non-appealable decision or a plan to raise such funds. In the event that any Patent Rights licensed to Licensee are infringed by a third party prior to Licensee filing an investigational new drug application (“IND”) for a Licensed PatentsProduct, prior to any enforcement action being taken by either FSURF or Licensee regarding such infringement, FSURF and Licensee shall discuss, and will mutually agree, in writing, as to how to handle such infringement by such third party. Licensee mayshall be free to enter into a settlement, for consent judgment, or other voluntary disposition with respect to any such purposesaction, use the name of UFRF as party plaintiff. No provided that any settlement, consent judgment or other voluntary final disposition thereof which (i) materially limits the scope, validity, or enforceability of patents included in the suit may Patent Rights or (ii) admits fault or wrongdoing on the part of FSURF must be entered into without the consent of UFRFapproved by FSURF, which consent shall such approval not to be unreasonably withheld. Licensee’s request for such approval shall include complete copies of final settlement documents, a detailed summary of such settlement, and any other information material to such settlement. FSURF shall provide Licensee notice of its approval or denial within fifteen (15) business days of any request for such approval by Licensee, provided that (i) in the event FSURF wishes to deny such approval, such notice shall include a detailed written description of FSURF’s reasonable objections to the proposed settlement, consent judgment, or other voluntary disposition and (ii) FSURF shall be deemed to have approved of such proposed settlement, consent judgment, or other voluntary disposition in the event it fails to provide such notice within such fifteen (15) day period in accordance herewith. If Licensee recovers monetary damages in the form of lost profits from a third party infringer as a remedy for the infringement of Patent Rights licensed hereunder, then Licensee shall indemnify UFRF against first apply such recovery to the costs and expenses incurred in obtaining or negotiating for such recovery (including attorneys’ fees) and reimburse FSURF for the costs and expenses it reasonably incurred in obtaining or negotiating for such recovery (including attorneys’ fees), and pay to FSURF the royalties on the remaining portion of such lost profits at the rate specified in Section 4.2. If Licensee recovers monetary damages in the form of a reasonable royalty as a remedy for the infringement of Patent Rights, then, after applying such royalty to the recovery of the costs and expenses incurred in obtaining or negotiating for such royalty (including attorneys’ fees) and reimbursing FSURF for the costs and expenses it reasonably incurred in obtaining or negotiating for such recovery (including attorneys’ fees), the remaining amount of any order for costs that may such royalty shall be made against UFRF treated as Sublicensing Royalty Revenue in such proceedingsaccordance with Section 2.2.2. 8.4 In 8.2 Notwithstanding the event that UFRF foregoing, and in FSURF’s sole discretion, FSURF shall undertake be entitled to participate through counsel of its own choosing in any legal action involving the enforcement by litigation and/or defense invention and Patent Rights. Nothing in the foregoing Sections shall be construed in any way which would limit the authority of the Licensed Patents by litigation, any recovery of damages by UFRF for any such suit shall be applied first in satisfaction of any reasonable unreimbursed expenses and legal fees of UFRF relating to the suit, and next toward reimbursement of Licensee for its reasonable unreimbursed expenses and legal feesFlorida Attorney General. The balance then remaining on any such recovery shall be divided so that UFRF receives 75% of such remainder FSURF and Licensee receives 25%. 8.5 In the event that Licensee shall undertake the enforcement by litigation and/or defense agree to notify each other promptly of the Licensed Patents by litigation, any recovery each infringement or possible infringement of damages by Licensee for any such suit shall be applied first in satisfaction of any reasonable unreimbursed expenses and legal fees of Licensee relating to the suit, and next toward reimbursement of UFRF for any reasonable unreimbursed expenses and legal fees. The balance then remaining on any such recovery shall be divided so that Licensee receives 75% of such remainder and UFRF receives 25%. [***] Certain information in this document has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions. 8.6 In any infringement suit that either party may institute to enforce the Licensed Patents pursuant to this Agreement, the other party hereto shall, at the request and expense of the party initiating such suit, cooperate in all respects and, to the extent possible, have its employees testify when requested and make available relevant records, papers, information, samples, specimens, and the like. 8.7 In the event a declaratory judgment action alleging invalidity or noninfringement of any of the Licensed Patents shall be brought against Licensee, UFRF, at its option, shall have the right, within thirty (30) days after commencement of such action, to intervene and take over the sole defense of the action at its own expense. 8.8 In the event Licensee contests the validity of any Licensed Patents, Licensee shall continue to pay royalties and make other payments pursuant to this Agreement with respect to that patent as if such contest were not underway until well as any facts which may affect the validity, scope or enforceability of the patent is adjudicated invalid or unenforceable by a court rights of last resortwhich any party becomes aware.

Infringement and Invalidity. 8.1 Either party Licensee shall inform the other party Licensor promptly in writing within ten (10) business days of it becoming aware of any alleged infringement of the Licensed Patents by a third party, along with party and of any available evidence thereof. 8.2 During the term of this Agreement, UFRF Licensor shall have the right, but shall not be obligated, to prosecute at its own expense any such infringements of the Licensed Patents. If UFRF Licensor prosecutes any such infringement, Licensee agrees that UFRF Licensor may include Licensee as a co-plaintiff in any such suit, without expense to Licensee. UFRF shall indemnify Licensee against any order for costs that may be made against Licensee in such proceedings. 8.3 If within six (6) months after having been notified of any alleged infringement, UFRF Licensor shall have been unsuccessful in persuading the alleged infringer to desist and shall not have brought and shall not be diligently prosecuting an infringement actionaction against the alleged infringer, or if UFRF Licensor shall notify Licensee at any time prior thereto of its intention not to bring suit against any the alleged infringer, then, and in those events only, Licensee shall have the right, but shall not be obligated, to prosecute at its own expense any infringement of the Licensed Patents, and Licensee may, for such purposes, use the name of UFRF Licensor as party plaintiff. No settlement, consent judgment or other voluntary final disposition of the suit may be entered into without the consent of UFRFLicensor , which consent shall not be unreasonably withheld. Licensee shall indemnify UFRF Licensor against any order for costs that may be made against UFRF Licensor in such proceedings. 8.4 In the event that UFRF a declaratory judgment action is brought against Licensor or Licensee by a third party alleging invalidity, unpatentability, unenforceability, or non-infringement of the Licensed Patents, Licensor, at its option, shall undertake have the enforcement by litigation and/or right within twenty (20) days after commencement of such action to take over the sole defense of the Licensed Patents by litigationaction at its own expense. If Licensor does not exercise this right, any recovery of damages by UFRF for any such suit Licensee shall be applied first in satisfaction responsible for the sole defense of any reasonable unreimbursed expenses the action at Licensee’s sole expense, subject to Sections 8.5 and legal fees of UFRF relating to the suit, and next toward reimbursement of Licensee for its reasonable unreimbursed expenses and legal fees. The balance then remaining on any such recovery shall be divided so that UFRF receives 75% of such remainder and Licensee receives 25%8.6. 8.5 In the event that Licensee shall undertake the enforcement by litigation and/or defense of the Licensed Patents by litigation, Licensor shall have the right, but not the obligation, to voluntarily join such litigation, represented by its own counsel at its own expense. In the event that Licensor or Licensee shall undertake the enforcement by litigation and/or defense of the Licensed Patents by litigation, any recovery of damages by Licensor or Licensee for any such suit shall be applied first in satisfaction of any reasonable unreimbursed expenses and legal fees of Licensor relating to the suit, and next toward reimbursement of any unreimbursed expenses and legal fees of Licensee relating to the suit, and next toward reimbursement of UFRF for any reasonable unreimbursed expenses and legal fees. The balance then remaining on from any such recovery shall be divided so that equally between Licensee receives 75% of such remainder and UFRF receives 25%. [***] Certain information in this document has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portionsLicensor. 8.6 In any infringement suit that in which either party may institute is involved to enforce or defend the Licensed Patents pursuant to this Agreement, the other party hereto shall, at the request and expense of the party initiating such suit, cooperate in all respects and, to the extent possible, have its employees testify when requested and make available relevant records, papers, information, samples, specimens, and the like. 8.7 In the event a declaratory judgment action alleging invalidity or noninfringement of any of the Licensed Patents shall be brought against Licensee, UFRF, at its option, shall have the right, within thirty (30) days after commencement of such action, to intervene and take over the sole defense of the action at its own expense. 8.8 In the event Licensee contests the validity of any Licensed Patents, unless and until Licensor terminates this Agreement pursuant to 9.3.10, Licensee shall continue to pay royalties and make other payments pursuant to this Agreement with respect to that patent the contested Licensed Patent(s) as if such contest were not underway until the patent contested Licensed Patent(s) is adjudicated invalid or unenforceable by a court of last resort.

Infringement and Invalidity. 8.1 Either party Licensee shall inform the other party UFRF promptly in writing within ten (10) business days of it becoming aware of any alleged infringement of the Licensed Patents by a third party, along with party and of any available evidence thereof. 8.2 During the term of this Agreement, UFRF shall have the right, but shall not be obligated, to prosecute at its own expense any such infringements of the Licensed Patents. If UFRF prosecutes any such infringement, Licensee agrees that UFRF may include Licensee as a co-plaintiff in any such suit, without expense to Licensee. In the event that UFRF shall indemnify undertake the enforcement by litigation and/or defense of the Licensed Patents by litigation, any recovery of damages by UFRF for any such suit shall be applied first in satisfaction of any unreimbursed expenses and legal fees of UFRF relating to the suit. The balance remaining from any such recovery shall be divided equally between Licensee against any order for costs that may be made against Licensee in such proceedingsand UFRF. 8.3 If within six (6) months after having been notified of any alleged infringement, UFRF shall have been unsuccessful in persuading the alleged infringer to desist and shall not have brought and shall not be diligently prosecuting an infringement action, or if UFRF shall notify Licensee at any time prior thereto of its intention not to bring suit against any alleged infringer, then, and in those events only, Licensee shall have the right, but shall not be obligated, to prosecute at its own expense any infringement of the Licensed Patents, and Licensee may, for such purposes, use the name of UFRF as party plaintiff. No settlement, consent judgment or other voluntary final disposition of the suit may be entered into without the consent of UFRF, which consent shall not unreasonably be unreasonably withheld. Licensee shall indemnify UFRF against any order for costs that may be made against UFRF in such proceedings. 8.4 In the event that UFRF shall undertake the enforcement by litigation and/or defense of the Licensed Patents by litigation, any recovery of damages by UFRF for any such suit shall be applied first in satisfaction of any reasonable unreimbursed expenses and legal fees of UFRF relating to the suit, and next toward reimbursement of Licensee for its reasonable unreimbursed expenses and legal fees. The balance then remaining on any such recovery shall be divided so that UFRF receives 75% of such remainder and Licensee receives 25%. 8.5 In the event that Licensee shall undertake the enforcement by litigation and/or defense of the Licensed licensed Patents by litigation, any recovery of damages by Licensee for any such suit shall be applied first in satisfaction of any reasonable unreimbursed expenses and legal fees of Licensee relating to the suit, and next toward reimbursement of UFRF for any reasonable unreimbursed expenses and legal fees, and unreimbursed expenses. The balance then remaining on from any such recovery shall be divided so that equally between Licensee receives 75% of such remainder and UFRF receives 25%. [***] Certain information in this document has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portionsUFRF. 8.6 8.5 In any infringement suit that either party may institute to enforce the Licensed Patents pursuant to this Agreement, the other party parry hereto shall, at the request and expense of the party initiating such suit, cooperate in all respects and, to the extent possible, have its employees testify when requested and make available relevant records, papers, information, samples, specimens, and the like. 8.7 8.6 In the event a declaratory judgment action alleging invalidity or noninfringement of any of the Licensed Patents shall be brought against Licensee, UFRF, at its option, shall have the right, right within thirty (30) days after commencement of such action, to intervene and take over the sole defense of the action at its own expense. 8.8 8.7 In the event Licensee contests contents the validity of any Licensed Patents, Licensee shall continue to pay 50% of the royalties owed to UFRF and make other payments pursuant to this Agreement with respect to that patent as if such contest content were not underway until the patent is adjudicated invalid or unenforceable by a court of last resort. Upon resolution of any such contest, the Licensee’s obligation to pay royalties to UFRF shall be retroactively restored. Any balance of royalties due to UFRF under 8.7 shall be paid to UFRF within 30 days of the resolution of any such contest.

Infringement and Invalidity. 8.1 Either party 7.1 Licensee shall inform the other party Xxxxxxxx, and similarly Licensor shall inform Licensee, promptly in writing within ten (10) business days of it becoming aware of any alleged infringement of this License Agreement in the Licensed Patents Territory by a third party, along with party and of any available evidence thereofof the alleged infringement. 8.2 During the term of this Agreement, UFRF shall have the right7.2 Licensee may, but shall is not be obligatedobligated to, to prosecute at its own expense any alleged infringement of this License Agreement, and shall have the first right to do so. Licensee will not prosecute or take any other enforcement-related steps with respect to any such infringements of this License Agreement except as is provided in Section 7.3. Licensor shall first apply any recovery of damages of any unreimbursed expenses and legal fees of Licensee relating to the Licensed Patentssuit and next toward reimbursement of Licensor for any legal fees and unreimbursed expenses born by Xxxxxxxx. If UFRF prosecutes Licensee will keep any such infringementremaining balance. Licensee may not enter any settlement, consent judgment, or other voluntary final disposition of the suit without the prior, written consent of Licensor, which consent Licensor may not unreasonably withhold. Licensee agrees that UFRF may include Licensee as a co-plaintiff in any such suit, without expense to Licensee. UFRF shall indemnify Licensee Licensor against any order for costs that and legal fees which may be made against Licensee Licensor in such the proceedings. 8.3 7.3 If within six (6) months after having been notified of any alleged infringement, UFRF shall have been Licensee is unsuccessful in persuading the alleged infringer to desist and shall desist, has not have brought and shall not be diligently prosecuting an infringement actionaction against the alleged infringer (unless, and only so long as, Licensee has, as part of its enforcement strategy, reasonable grounds supporting a delay by Licensee in bringing such action against a particular alleged infringer or infringers, and Licensee so notifies Licensor and provided Licensor’s rights against such infringer are preserved), or if UFRF shall notify Licensee at any time prior thereto notifies Licensor of its intention not to bring suit against any the alleged infringer, then, and in those events only, Licensee shall have the rightLicensor may, but shall is not be obligatedobligated to, to prosecute at its own expense any such alleged infringement of the Licensed Patents, and Licensee may, for such purposes, this License Agreement. Licensor may use the name of UFRF Licensee as party plaintiffplaintiff in the infringement action without expense to Licensee. No settlement, consent judgment or other voluntary final disposition If Licensor undertakes the enforcement of the suit may be entered into without the consent of UFRF, which consent shall not be unreasonably withheld. Licensee shall indemnify UFRF against any order for costs that may be made against UFRF in such proceedings. 8.4 In the event that UFRF shall undertake the enforcement by litigation and/or defense of the Licensed Patents License Agreement by litigation, Licensor shall apply any recovery of damages by UFRF for any such suit shall be applied first in satisfaction of any reasonable unreimbursed expenses and legal fees of UFRF Licensor relating to the suit, suit and next toward reimbursement of Licensee for its reasonable any legal fees and unreimbursed expenses and legal feesborn by Licensee at Licensor’s request. The Any remaining balance then remaining on any such recovery shall be divided so that UFRF receives 75% of such remainder and Licensee receives 25%distributed as Net Profits in accordance with the Revenue Sharing Agreement. 8.5 In the event that 7.4 If Licensee shall undertake undertakes the enforcement by litigation and/or or defense of the Licensed Patents this License Agreement by litigation, Licensor may voluntarily join the litigation, represented by its own counsel at its own expense. Licensee shall apply any recovery of damages by Licensee for any such suit shall be applied first in satisfaction of any reasonable unreimbursed expenses and legal fees of Licensee relating to the suit, suit and next toward reimbursement of UFRF Licensor for any reasonable legal fees and unreimbursed expenses and legal fees. The balance then remaining on any such recovery shall be divided so that Licensee receives 75% of such remainder and UFRF receives 25%. [***] Certain information in this document has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portionsexpenses. 8.6 7.5 In any infringement suit that in which either party may institute is involved to enforce the Licensed Patents pursuant to or defend this License Agreement, the other party hereto shall, at the request and expense of the party initiating such the suit, cooperate in all respects and, to the extent possible, have its employees testify when requested and make available relevant records, papers, information, samples, specimens, and the like. 8.7 In the event a declaratory judgment action alleging invalidity or noninfringement of any of the Licensed Patents shall be brought against Licensee, UFRF, at its option, shall have the right, within thirty (30) days after commencement of such action, to intervene and take over the sole defense of the action at its own expense. 8.8 In the event Licensee contests the validity of any Licensed Patents, Licensee shall continue to pay royalties and make other payments pursuant to this Agreement with respect to that patent as if such contest were not underway until the patent is adjudicated invalid or unenforceable by a court of last resort.

Infringement and Invalidity. 8.1 Either party Licensee shall inform the other party UFRF promptly in writing within ten (10) business days of it becoming aware of any alleged infringement of the Licensed Patents by a third party, along with Third Party and of any available evidence thereof. 8.2 During the term of this Agreement, UFRF shall have the right, but shall not be obligated, to prosecute at its own expense any such infringements of the Licensed Patents. If UFRF prosecutes any such infringement, Licensee agrees that UFRF may include Licensee as a co-plaintiff in any such suit, without expense to Licensee. UFRF shall indemnify Licensee against any order for costs that may be made against Licensee in such proceedings. 8.3 UFRF shall diligently strive to make a decision on whether UFRF will bring an infringement action against the alleged infringer within thirty (30) days of being notified of any alleged infringement. If within six seventy five (675) months days after having been notified of any alleged infringement, UFRF shall have been unsuccessful in persuading the alleged infringer to desist and shall not have brought and shall not be diligently prosecuting an infringement actionaction against the alleged infringer, or if UFRF shall notify Licensee at any time prior thereto of its intention not to bring suit against any the alleged infringer, then, and in those events only, Licensee shall have the right, but shall not be obligated, to prosecute at its own expense any infringement of the Licensed Patents, and Licensee may, for such purposes, use the name of UFRF as party plaintiff. No settlement, consent judgment or other voluntary final disposition of the suit may be entered into without the consent of UFRF, which consent shall not be unreasonably withheld. Licensee shall indemnify UFRF against any order for costs that may be made against UFRF in such proceedings. 8.4 In the event that a declaratory judgment action is brought against UFRF or Licensee by a Third Party alleging invalidity, unpatentability, unenforceability, or non-infringement of the Licensed Patents, UFRF, at its option, shall have the right within twenty (20) days after commencement of such action to take over the sole defense of the action at its own expense. If UFRF does not exercise this right, and assuming that Licensee is the sole licensee of the Licensed Patents, Licensee shall have the right but shall not be obligated to take over the sole defense of the action at Licensee’s sole expense, subject to Sections 8.5 and 8.6. 8.5 In the event that Licensee shall undertake the enforcement by litigation and/or defense of the Licensed Patents by litigation, UFRF shall have the right, but not the obligation, to voluntarily join such litigation, represented by its own counsel at its own expense. Any recovery of damages by Licensee for any such suit shall be applied first in satisfaction of any reimbursed expenses and legal fees of Licensee relating to the suit, and next toward reimbursement of UFRF for any legal fees, and unreimbursed expenses. The balance remaining from any such recovery shall be divided in the ratio of [...***...]% to Licensee and [...***...]% to UFRF. In the event that UFRF shall undertake the enforcement by litigation and/or defense of the Licensed Patents by litigation, any recovery of damages by UFRF for any such suit shall be applied first in satisfaction of any reasonable unreimbursed reimbursed expenses and legal fees of UFRF relating to the suit, and next toward reimbursement of Licensee for its reasonable unreimbursed expenses and any legal fees, and unreimbursed expenses. The balance then remaining on from any such recovery shall be divided so that UFRF receives 75% in the ratio of such remainder and Licensee receives 25%. 8.5 In the event that Licensee shall undertake the enforcement by litigation and/or defense of the Licensed Patents by litigation, any recovery of damages by Licensee for any such suit shall be applied first in satisfaction of any reasonable unreimbursed expenses and legal fees of Licensee relating to the suit, and next toward reimbursement of UFRF for any reasonable unreimbursed expenses and legal fees. The balance then remaining on any such recovery shall be divided so that Licensee receives 75% of such remainder and UFRF receives 25%. [...***] Certain information in this document has been omitted ...]% to UFRF and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect [...***...]% to the omitted portionsLicensee. 8.6 In any infringement suit that in which either party may institute Party is involved to enforce or defend the Licensed Patents pursuant to this Agreement, the other party Party hereto shall, at the request and expense of the party Party initiating such suit, cooperate in all respects and, to the extent possible, have its employees testify when requested and make available relevant records, papers, information, samples, specimens, and the like. 8.7 In the event a declaratory judgment action alleging invalidity or noninfringement of any of the Licensed Patents shall be brought against Licensee, UFRF, at its option, shall have the right, within thirty (30) days after commencement of such action, to intervene and take over the sole defense of the action at its own expense. 8.8 In the event Licensee contests the validity of any Licensed Patents, unless and until UFRF terminates this Agreement pursuant to Section 9.3.9, Licensee shall continue to pay royalties and make other payments pursuant to this Agreement with respect to that patent as if such contest were not underway until the patent is adjudicated invalid or unenforceable by a court of last resort.

Infringement and Invalidity. 8.1 Either party Licensee shall inform the other party UFRF promptly in writing within ten (10) business days of it becoming aware of any alleged infringement of the Licensed Patents by a third party, along with party and of any available evidence thereof., 8.2 During the term of this Agreement, UFRF shall have the right, but shall not be obligated, to prosecute at its own expense any such infringements of the Licensed Patents. If UFRF prosecutes any such infringement, Licensee agrees that UFRF may include Licensee as a co-plaintiff in any such suit, without expense to Licensee. UFRF shall indemnify Licensee against any order for costs that may be made against Licensee in such proceedings. 8.3 If within six (6) months after having been notified of any alleged infringement, UFRF shall have been unsuccessful in persuading the alleged infringer to desist and shall not have brought and shall not be diligently prosecuting an infringement actionaction against the alleged infringer, or if UFRF shall notify Licensee at any time prior thereto of its intention not to bring suit against any the alleged infringer, then, and in those events only, Licensee shall have the right, but shall not be obligated, to prosecute at its own expense any infringement of the Licensed Patents, and Licensee may, for such purposes, use the name of UFRF as party plaintiff. No settlement, consent judgment or other voluntary final disposition of the suit may be entered into without the consent of UFRF, which consent shall not be unreasonably withheld. Licensee shall indemnify UFRF against any order for costs that may be made against UFRF in such proceedings. 8.4 In the event that a declaratory judgment action is brought against UFRF or Licensee by a third party alleging invalidity, unpatentability, unenforceability, or non-infringement of the Licensed Patents, UFRF, at its option, shall have the right within twenty (20) days after commencement of such action to take over the sole defense of the action at its own expense. If UFRF does not exercise this right, and assuming that Licensee is the sole licensee of the Licensed Patents, Licensee shall be responsible for the sole defense of the action at Licensee’s sole expense, subject to Sections 8.5 and 8.6. 8.5 In the event that Licensee shall undertake the enforcement by litigation and/or defense of the Licensed Patents by litigation, any recovery of damages UFRF shall have the right, but not the obligation, to voluntarily join such litigation, represented by UFRF for any such suit shall be applied first in satisfaction of any reasonable unreimbursed expenses and legal fees of UFRF relating to the suit, and next toward reimbursement of Licensee for its reasonable unreimbursed expenses and legal feesown counsel at its own expense. The balance then remaining on any such recovery shall be divided so that UFRF receives 75% of such remainder and Licensee receives 25%. 8.5 In the event that Licensee shall undertake the enforcement by litigation and/or defense of the Licensed Patents by litigation, any recovery of damages by Licensee for any such suit shall be applied first in satisfaction of any reasonable unreimbursed expenses and legal fees of Licensee relating to the suit, and next toward reimbursement of UFRF for any reasonable unreimbursed expenses and legal fees, and unreimbursed expenses. The balance then remaining on from any such recovery shall be divided so that Licensee receives 75% of such remainder and UFRF receives 25%. [***] Certain information in this document has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions]. 8.6 In any infringement suit that in which either party may institute is involved to enforce or defend the Licensed Patents pursuant to this Agreement, the other party hereto shall, at the request and expense of the party initiating such suit, cooperate in all respects and, to the extent possible, have its employees testify when requested and make available relevant records, papers, information, samples, specimens, and the like. 8.7 In the event a declaratory judgment action alleging invalidity or noninfringement of any of the Licensed Patents shall be brought against Licensee, UFRF, at its option, shall have the right, within thirty (30) days after commencement of such action, to intervene and take over the sole defense of the action at its own expense. 8.8 In the event Licensee contests the validity of any Licensed Patents, unless and until this Agreement terminates or expires, Licensee shall continue to pay royalties and make other payments pursuant to this Agreement with respect to that patent as if such contest were not underway until the patent is adjudicated invalid or unenforceable by a court of last resort.

Infringement and Invalidity. 8.1 Either party Licensee shall inform the other party Licensor promptly in writing within ten (10) business days of it becoming aware of any alleged infringement of the Licensed Patents by a third party, along with party and of any available evidence thereof. 8.2 During the term of this Agreement, UFRF Licensor shall have the right, but shall not be obligated, to prosecute at its own expense any such infringements of the Licensed Patents. If UFRF Licensor prosecutes any such infringement, Licensee agrees that UFRF Licensor may include Licensee as a co-plaintiff in any such suit, without expense to Licensee. UFRF shall indemnify Licensee against any order for costs that may be made against Licensee in such proceedings. 8.3 If within six (6) months after having been notified of any alleged infringement, UFRF Licensor shall have been unsuccessful in persuading the alleged infringer to desist and shall not have brought and shall not be diligently prosecuting an infringement actionaction against the alleged infringer, or if UFRF Licensor shall notify Licensee at any time prior thereto of its intention not to bring suit against any the alleged infringer, then, and in those events only, Licensee shall have the right, but shall not be obligated, to prosecute at its own expense any infringement of the Licensed Patents, and Licensee may, for such purposes, use the name of UFRF Licensor as party plaintiff. No settlement, consent judgment or other voluntary final disposition of the suit may be entered into without the consent of UFRFLicensor , which consent shall not be unreasonably withheld. Licensee shall indemnify UFRF Licensor against any order for costs that may be made against UFRF Licensor in such proceedings. 8.4 In the event that UFRF a declaratory judgment action is brought against Licensor or Licensee by a third party alleging invalidity, unpatentability, unenforceability, or non-infringement of the Licensed Patents, Licensor, at its option, shall undertake have the enforcement by litigation and/or right within twenty (20) days after commencement of such action to take over the sole defense of the Licensed Patents by litigationaction at its own expense. If Licensor does not exercise this right, any recovery of damages by UFRF for any such suit Licensee shall be applied first in satisfaction responsible for the sole defense of any reasonable unreimbursed expenses the action at Licensee’s sole expense, subject to Sections 8.5 and legal fees of UFRF relating to the suit, and next toward reimbursement of Licensee for its reasonable unreimbursed expenses and legal fees. The balance then remaining on any such recovery shall be divided so that UFRF receives 75% of such remainder and Licensee receives 25%8.6. 8.5 In the event that Licensee shall undertake the enforcement by litigation and/or defense of the Licensed Patents by litigation, Licensor shall have the right, but not the obligation, to voluntarily join such litigation, represented by its own counsel at its own expense. In the event that Licensor or Licensee shall undertake the enforcement by litigation and/or defense of the Licensed Patents by litigation, any recovery of damages by Licensor or Licensee for any such suit shall be applied Initials /s/ VLM MP1735585.1 first in satisfaction of any reasonable unreimbursed expenses and legal fees of Licensor relating to the suit, and next toward reimbursement of any unreimbursed expenses and legal fees of Licensee relating to the suit, and next toward reimbursement of UFRF for any reasonable unreimbursed expenses and legal fees. The balance then remaining on from any such recovery shall be divided so that equally between Licensee receives 75% of such remainder and UFRF receives 25%. [***] Certain information in this document has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portionsLicensor. 8.6 In any infringement suit that in which either party may institute is involved to enforce or defend the Licensed Patents pursuant to this Agreement, the other party hereto shall, at the request and expense of the party initiating such suit, cooperate in all respects and, to the extent possible, have its employees testify when requested and make available relevant records, papers, information, samples, specimens, and the like. 8.7 In the event a declaratory judgment action alleging invalidity or noninfringement of any of the Licensed Patents shall be brought against Licensee, UFRF, at its option, shall have the right, within thirty (30) days after commencement of such action, to intervene and take over the sole defense of the action at its own expense. 8.8 In the event Licensee contests the validity of any Licensed Patents, unless and until Licensor terminates this Agreement pursuant to 9.3.10, Licensee shall continue to pay royalties and make other payments pursuant to this Agreement with respect to that patent the contested Licensed Patent(s) as if such contest were not underway until the patent contested Licensed Patent(s) is adjudicated invalid or unenforceable by a court of last resort.

Infringement and Invalidity. 8.1 Either party a. LICENSEE shall inform the other party LICENSOR promptly in writing within ten (10) business days of it becoming aware of any alleged infringement of the Licensed Patents LICENSOR’S Technology by a third party, along with party and of any available evidence thereof. 8.2 b. During the term of this Agreement, UFRF LICENSOR shall have the right, but shall not be obligated, to prosecute at its own expense any such infringements of the Licensed PatentsLICENSOR’S Technology. If UFRF LICENSOR prosecutes any such infringement, Licensee LICENSEE agrees that UFRF LICENSOR may include Licensee LICENSEE as a co-plaintiff in any such suit, without expense to Licensee. UFRF shall indemnify Licensee against any order for costs that may be made against Licensee in such proceedingsLICENSEE. 8.3 c. If within six (6) months after having been notified of any alleged infringement, UFRF LICENSOR shall have been unsuccessful in persuading the alleged infringer to desist and shall not have brought and shall not be diligently prosecuting an infringement action, or if UFRF LICENSOR shall notify Licensee LICENSEE at any time prior thereto of its intention not to bring or continue suit against any alleged infringer, then, and in those events only, Licensee LICENSEE shall have the right, but shall not be obligated, to prosecute at its own expense any infringement of the Licensed PatentsLICENSOR’S Technology, and Licensee LICENSEE may, for such purposes, use the name of UFRF LICENSOR as party plaintiff. No settlement, consent judgment or other voluntary final disposition of the suit may be entered into without the consent of UFRFLICENSOR, which consent shall not be unreasonably withheld. Licensee LICENSEE shall indemnify UFRF LICENSOR against any order for costs that may be made against UFRF LICENSOR in such proceedings. 8.4 d. In the event that UFRF LICENSEE shall undertake the enforcement by litigation and/or defense of the Licensed Patents LICENSOR’S Technology by litigation, any recovery of damages by UFRF LICENSEE for any such suit shall be applied first in satisfaction of any reasonable unreimbursed expenses and legal fees of UFRF LICENSEE relating to the suit, and next toward reimbursement of Licensee LICENSOR for its reasonable unreimbursed expenses and any legal fees, and unreimbursed expenses. The balance then remaining on from any such recovery shall be divided so that UFRF receives 75% of such remainder equally between LICENSEE and Licensee receives 25%LICENSOR. 8.5 In the event that Licensee shall undertake the enforcement by litigation and/or defense of the Licensed Patents by litigation, any recovery of damages by Licensee for any such suit shall be applied first in satisfaction of any reasonable unreimbursed expenses and legal fees of Licensee relating to the suit, and next toward reimbursement of UFRF for any reasonable unreimbursed expenses and legal fees. The balance then remaining on any such recovery shall be divided so that Licensee receives 75% of such remainder and UFRF receives 25%. [***] Certain information in this document has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions. 8.6 e. In any infringement suit that either party may institute to enforce the Licensed Patents LICENSOR’S Technology pursuant to this Agreement, the other party hereto shall, at the request and expense of the party initiating such suit, cooperate in all respects and, to the extent possible, have its employees testify when requested and make available relevant records, papers, information, samples, specimens, and the like. 8.7 f. In the event a declaratory judgment action alleging invalidity or noninfringement non-infringement of any of the Licensed Patents LICENSOR’S Technology shall be brought against LicenseeLICENSEE, UFRFLICENSOR, at its option, shall have the right, within thirty (30) days after commencement of such action, to intervene and take over the sole defense of the action at its own expense. 8.8 g. In the event Licensee LICENSEE contests the validity of any Licensed PatentsLICENSOR’S Technology, Licensee LICENSEE shall continue to pay royalties and make other payments pursuant to this Agreement with respect to that patent as if such contest were not underway until the patent is adjudicated invalid or unenforceable by a court of last resort.

Infringement and Invalidity. 8.1 Either party Licensee shall inform the other party Licensor promptly in writing within ten (10) business days of it becoming aware of any alleged infringement of the Licensed Patents by a third party, along with party and of any available evidence thereof. 8.2 During the term of this Agreement, UFRF Licensor shall have the right, but shall not be obligated, to prosecute at its own expense any such infringements of the Licensed Patents. If UFRF Licensor prosecutes any such infringement, Licensee agrees that UFRF Licensor may include Licensee as a co-co- plaintiff in any such suit, without expense to Licensee. UFRF shall indemnify Licensee against any order for costs that may be made against Licensee in such proceedings. 8.3 If within six (6) months after having been notified of any alleged infringement, UFRF Licensor shall have been unsuccessful in persuading the alleged infringer to desist and shall not have brought and shall not be diligently prosecuting an infringement actionaction against the alleged infringer, or if UFRF Licensor shall notify Licensee at any time prior thereto of its intention not to bring suit against any the alleged infringer, then, and in those events only, Licensee shall have the right, but shall not be obligated, to prosecute at its own expense any infringement of the Licensed Patents, and Licensee may, for such purposes, use the name of UFRF Licensor as party plaintiff. No settlement, consent judgment or other voluntary final disposition of the suit may be entered into without the consent of UFRFLicensor, which consent shall not be unreasonably withheld. Licensee shall indemnify UFRF Licensor against any order for costs that may be made against UFRF Licensor in such proceedings. 8.4 In the event that UFRF a declaratory judgment action is brought against Licensor or Licensee by a third party alleging invalidity, unpatentability, unenforceability, or non-infringement of the Licensed Patents, Licensor, at its option, shall undertake have the enforcement by litigation and/or right within twenty (20) days after commencement of such action to take over the sole defense of the Licensed Patents by litigationaction at its own expense. If Licensor does not exercise this right, any recovery of damages by UFRF for any such suit Licensee shall be applied first in satisfaction responsible for the sole defense of any reasonable unreimbursed expenses the action at Licensee’s sole expense, subject to Sections 8.5 and legal fees of UFRF relating to the suit, and next toward reimbursement of Licensee for its reasonable unreimbursed expenses and legal fees. The balance then remaining on any such recovery shall be divided so that UFRF receives 75% of such remainder and Licensee receives 25%8.6. 8.5 In the event that Licensee shall undertake the enforcement by litigation and/or defense of the Licensed Patents by litigation, Licensor shall have the right, but not the obligation, to voluntarily join such litigation, represented by its own counsel at its own expense. In the event that Licensor or Licensee shall undertake the enforcement by litigation and/or defense of the Licensed Patents by litigation, any recovery of damages by Licensor or Licensee for any such suit shall be applied first in satisfaction of any reasonable unreimbursed expenses and legal fees of Licensor relating to the suit, and next toward reimbursement of any unreimbursed expenses and legal fees of Licensee relating to the suit, and next toward reimbursement of UFRF for any reasonable unreimbursed expenses and legal fees. The balance then remaining on from any such recovery shall be divided so that equally between Licensee receives 75% of such remainder and UFRF receives 25%. [***] Certain information in this document has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portionsLicensor. 8.6 In any infringement suit that in which either party may institute is involved to enforce or defend the Licensed Patents pursuant to this Agreement, the other party hereto shall, at the request and expense of the party initiating such suit, cooperate in all respects and, to the extent possible, have its employees testify when requested and make available relevant records, papers, information, samples, specimens, and the like. 8.7 In the event a declaratory judgment action alleging invalidity or noninfringement of any of the Licensed Patents shall be brought against Licensee, UFRFits Affiliate or Sublicensee brings a Patent Challenge against Licensor, at its optionor assists another party in bringing a Patent Challenge against Licensor, shall have the right, within thirty (30) days after commencement of such action, unless and until Licensor terminates this Agreement pursuant to intervene and take over the sole defense of the action at its own expense. 8.8 In the event Licensee contests the validity of any Licensed PatentsSection 9, Licensee shall continue to pay royalties and make other payments pursuant to this Agreement with respect to that patent the contested Licensed Patent(s) as if such contest Patent Challenge were not underway until the patent contested Licensed Patent(s) is adjudicated invalid or unenforceable by a court of last resort. If at the end of such Patent Challenge any of the challenged Licensed Patents remain valid, then at Licensor’s option, (i) all royalties and other payments due under this Agreement with respect to such Patent Rights will double or (ii) Licensor may terminate this Agreement if it has not already done so.

Infringement and Invalidity. 8.1 Either party Licensee shall inform the other party UFRF promptly in writing within ten (10) business days of it becoming aware of any alleged infringement of the Licensed Patents by a third party, along with party and of any available evidence thereof. 8.2 During the term of this Agreement, UFRF shall have the right, but shall not be obligated, to prosecute at its own expense any such infringements of the Licensed Patents. If UFRF prosecutes any such infringement, Licensee agrees that UFRF may include Licensee as a co-plaintiff in any such suit, without expense to Licensee. In the event that shall undertake the enforcement by litigation and/or defense of the Licensed Patents by litigation, any recovery of damages by UFRF for any such suit shall indemnify be applied first in satisfaction of any unreimbursed expenses and legal fees of UFRF relating to the suit. The balance remaining from any such recovery shall be divided equally between Licensee against any order for costs that may be made against Licensee in such proceedings.and UFRF 8.3 If within six (6) months after having been notified of any alleged infringement, UFRF shall have been unsuccessful in persuading the alleged infringer to desist and shall not have brought and shall not be diligently prosecuting an infringement action, or if UFRF shall notify Licensee at any time prior thereto of its intention not to bring suit against any alleged infringer, then, and in those events only, Licensee shall have the right, but shall not be obligated, to prosecute at its own expense any infringement of the Licensed Patents, and Licensee may, for such purposes, use the name of UFRF as party plaintiff. No settlement, consent judgment or other voluntary final disposition of the suit may be entered into without the consent of UFRF, which consent shall not unreasonably be unreasonably withheld. Licensee shall indemnify UFRF against any order for costs that may be made against UFRF in such proceedings. 8.4 In the event that UFRF shall undertake the enforcement by litigation and/or defense of the Licensed Patents by litigation, any recovery of damages by UFRF for any such suit shall be applied first in satisfaction of any reasonable unreimbursed expenses and legal fees of UFRF relating to the suit, and next toward reimbursement of Licensee for its reasonable unreimbursed expenses and legal fees. The balance then remaining on any such recovery shall be divided so that UFRF receives 75% of such remainder and Licensee receives 25%. 8.5 In the event that Licensee shall undertake the enforcement by litigation and/or defense of the Licensed Patents by litigation, any recovery of damages by Licensee for any such suit shall be applied first in satisfaction of any reasonable unreimbursed expenses and legal fees of Licensee relating to the suit, and next toward reimbursement of UFRF for any reasonable unreimbursed expenses and legal fees, and unreimbursed expenses. The balance then remaining on from any such recovery shall be divided so that equally between Licensee receives 75% of such remainder and UFRF receives 25%. [***] Certain information in this document has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portionsUFRF. 8.6 8.5 In any infringement suit that either party may institute to enforce the Licensed Patents pursuant to this Agreement, the other party hereto shall, at the request and expense of the party initiating such suit, cooperate in all respects and, to the extent possible, have its employees testify when requested and make available relevant records, papers, information, samples, specimens, and the like. 8.7 8.6 In the event a declaratory judgment action alleging invalidity or noninfringement of any of the Licensed Patents shall be brought against Licensee, UFRF, at its option, shall have the right, within thirty (30) days after commencement of such action, to intervene and take over the sole defense of the action at its own expense. 8.8 8.7 In the event Licensee contests the validity of any Licensed Patents, Licensee shall continue to pay 50% of the royalties owed to UFRF and make other payments pursuant to this Agreement with respect to that patent as if such contest were not underway until the patent is adjudicated invalid or unenforceable by a court of last resort. Upon resolution of any such contest, the Licensee’s obligation to pay royalties to UFRF shall be retroactively restored. Any balance of royalties due to UFRF under 8.7 shall be paid to UFRF within 30 days of the resolution of any such contest.

Infringement and Invalidity. 8.1 Either party Licensee shall inform the other party UFRF promptly in writing within ten (10) business days of it becoming aware of any alleged infringement of the Licensed Patents by a third party, along with Third Party and of any available evidence thereof. 8.2 During the term of this Agreement, UFRF shall have the right, but shall not be obligated, to prosecute at its own expense any such infringements of the Licensed Patents. If UFRF prosecutes any such infringement, Licensee agrees that UFRF may include Licensee as a co-plaintiff in any such suit, without expense to Licensee. UFRF shall indemnify Licensee against any order for costs that may be made against Licensee in such proceedings. 8.3 UFRF shall diligently strive to make a decision on whether UFRF will bring an infringement action against the alleged infringer within thirty (30) days of being notified of any alleged infringement. If within six seventy five (675) months days after having been notified of any alleged infringement, UFRF shall have been unsuccessful in persuading the alleged infringer to desist and shall not have brought and shall not be diligently prosecuting an infringement actionaction against the alleged infringer, or if UFRF shall notify Licensee at any time prior thereto of its intention not to bring suit against any the alleged infringer, then, and in those events only, Licensee shall have the right, but shall not be obligated, to prosecute at its own expense any infringement of the Licensed Patents, and Licensee may, for such purposes, use the name of UFRF as party plaintiff. No settlement, consent judgment or other voluntary final disposition of the suit may be entered into without the consent of UFRF, which consent shall not be unreasonably withheld. Licensee shall indemnify UFRF against any order for costs that may be made against UFRF in such proceedings. 8.4 In the event that UFRF shall undertake the enforcement by litigation and/or defense of the Licensed Patents by litigation, any recovery of damages by UFRF for any such suit shall be applied first in satisfaction of any reasonable unreimbursed expenses and legal fees of UFRF relating to the suit, and next toward reimbursement of Licensee for its reasonable unreimbursed expenses and legal fees. The balance then remaining on any such recovery shall be divided so that UFRF receives 75% of such remainder and Licensee receives 25%. 8.5 In the event that Licensee shall undertake the enforcement by litigation and/or defense of the Licensed Patents by litigation, any recovery of damages by Licensee for any such suit shall be applied first in satisfaction of any reasonable unreimbursed expenses and legal fees of Licensee relating to the suit, and next toward reimbursement of UFRF for any reasonable unreimbursed expenses and legal fees. The balance then remaining on any such recovery shall be divided so that Licensee receives 75% of such remainder and UFRF receives 25%. [***] Certain information in this document has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions. 8.6 In any infringement suit that either party may institute to enforce the Licensed Patents pursuant to this Agreement, the other party hereto shall, at the request and expense of the party initiating such suit, cooperate in all respects and, to the extent possible, have its employees testify when requested and make available relevant records, papers, information, samples, specimens, and the like. 8.7 In the event a declaratory judgment action is brought against UFRF or Licensee by a Third Party alleging invalidity invalidity, unpatentability, unenforceability, or noninfringement of any non-infringement of the Licensed Patents shall be brought against LicenseePatents, UFRF, at its option, shall have the right, right within thirty twenty (3020) days after commencement of such action, action to intervene and take over the sole defense of the action at its own expense. 8.8 In the event Licensee contests the validity of any Licensed Patents, Licensee shall continue to pay royalties and make other payments pursuant to this Agreement with respect to that patent as if such contest were not underway until the patent is adjudicated invalid or unenforceable by a court of last resort.own

Infringement and Invalidity. 8.1 Either party shall inform the other party in writing within ten (10) business days of it becoming aware of any alleged infringement of the Licensed Patents by a third party, along with any available evidence thereof. 8.2 During the term of this Agreement, UFRF shall have the right, but shall not be obligated, to prosecute at its own expense any such infringements of the Licensed Patents. If UFRF prosecutes any such infringement, Licensee agrees that UFRF may include Licensee as a co-plaintiff in any such suit, without expense to Licensee. UFRF shall indemnify Licensee against any order for costs that may be made against Licensee in such proceedings. 8.3 If within six (6) months after having been notified of any alleged infringement, UFRF shall have been unsuccessful in persuading the alleged infringer to desist and shall not have brought and shall not be diligently prosecuting an infringement action, or if UFRF shall notify Licensee at any time prior thereto of its intention not to bring suit against any alleged infringer, then, and in those events only, Licensee shall have the right, but shall not be obligated, to prosecute at its own expense any infringement of the Licensed Patents, and Licensee may, for such purposes, use the name of UFRF as party plaintiff. No settlement, consent judgment or other voluntary final disposition of the suit may be entered into without the consent of UFRF, which consent shall not be unreasonably withheld. Licensee shall indemnify UFRF against any order for costs that may be made against UFRF in such proceedings. 8.4 In the event that UFRF shall undertake the enforcement by litigation and/or defense of the Licensed Patents by litigation, any recovery of damages by UFRF for any such suit shall be applied first in satisfaction of any reasonable unreimbursed expenses and legal fees of UFRF relating to the suit, and next toward reimbursement of Licensee for its reasonable unreimbursed expenses and legal fees. The balance then remaining on any such recovery shall be divided so that UFRF receives 75% of such remainder and Licensee receives 25%[***]. 8.5 In the event that Licensee shall undertake the enforcement by litigation and/or defense of the Licensed Patents by litigation, any recovery of damages by Licensee for any such suit shall be applied first in satisfaction of any reasonable unreimbursed expenses and legal fees of Licensee relating to the suit, and next toward reimbursement of UFRF for any reasonable unreimbursed expenses and legal fees. The balance then remaining on any such recovery shall be divided so [***]. 8.6 In any infringement suit that Licensee receives 75% of such remainder and UFRF receives 25%. either party may institute to enforce the Licensed Patents pursuant to this Agreement, the other party hereto shall, [***] Certain information in this document has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions. 8.6 In any infringement suit that either party may institute to enforce the Licensed Patents pursuant to this Agreement, the other party hereto shall, . at the request and expense of the party initiating such suit, cooperate in all respects and, to the extent possible, have its employees testify when requested and make available relevant records, papers, information, samples, specimens, and the like. 8.7 In the event a declaratory judgment action alleging invalidity or noninfringement of any of the Licensed Patents shall be brought against Licensee, UFRF, at its option, shall have the right, within thirty (30) days after commencement of such action, to intervene and take over the sole defense of the action at its own expense. 8.8 In the event Licensee contests the validity of any Licensed Patents, Licensee shall continue to pay royalties and make other payments pursuant to this Agreement [***] with respect to that patent as if such contest were not underway [***] until the patent is adjudicated invalid or unenforceable by a court of last resort.

Infringement and Invalidity. 8.1 Either party Licensee shall inform the other party UFRF, and similarly UFRF shall inform Licensee, promptly in writing within ten (10) business days of it becoming aware of any alleged infringement of the Patent Rights in the Licensed Patents Field and Licensed Territory by a third party, along with party and of any available evidence thereofof the alleged infringement. 8.2 During Licensee may, but is not obligated to, prosecute at its own expense any alleged infringement of the Patent Rights in the Licensed Field and Licensed Territory, and during the term of this Agreement, UFRF it shall have the right, but shall first right to do so. UFRF will not be obligated, prosecute or take any other enforcement-related steps with respect to prosecute at its own expense any such infringements of the Licensed PatentsPatent Rights except as is provided in Section 8.3. If UFRF Licensee prosecutes any such infringement, Licensee UFRF agrees that UFRF Licensee may include Licensee UFRF as a co-party plaintiff in any infringement suit without expense to UFRF. Licensee shall apply any recovery of damages first in satisfaction of any unreimbursed expenses and legal fees of Licensee relating to the suit and enforcement-related steps related to or preparatory for such suit, without expense and next toward reimbursement of UFRF for any legal fees and unreimbursed expenses born by UFRF pursuant to Section 8.5 or otherwise at Licensee’s request. UFRF shall indemnify Licensee against If there is any order for costs that may be made against Licensee in such proceedings. 8.3 If within six remaining recovery of damages (6) months after having been notified of any alleged infringement, UFRF shall have been unsuccessful in persuading the alleged infringer to desist and shall not have brought and shall not be diligently prosecuting an infringement action, or if UFRF shall notify Licensee at any time prior thereto of its intention not to bring suit against any alleged infringer, then, and in those events only“Balance”), Licensee shall have will pay UFRF a portion thereof, determined according to Table 4.7(b) as if the rightBalance were fees or payments in consideration for rights granted under a Sublicense entered into at the date the final, but shall non-appealable judgment was entered (or appeals thereof were exhausted) in connection with such action. Licensee may not be obligated, to prosecute at its own expense enter any infringement of the Licensed Patents, and Licensee may, for such purposes, use the name of UFRF as party plaintiff. No settlement, consent judgment judgment, or other voluntary final disposition of the suit may be entered into without the prior, written consent of UFRF, which consent shall UFRF may not be unreasonably withheldwithhold. Licensee shall indemnify UFRF against any order for costs that may be made against UFRF in such the proceedings. 8.4 In 8.3 If within [*] after notice by either Party to the event that other of alleged infringement in the Licensed Field and Licensed Territory, or such earlier time as is necessary to preserve UFRF’s rights, Licensee is unsuccessful in persuading the alleged infringer to desist, has not brought an infringement action against the alleged infringer (unless, and only so long as, Licensee has, as part of its enforcement strategy, reasonable grounds supporting a delay by Licensee in bringing such action against a particular alleged infringer or infringers, and Licensee so notifies UFRF shall undertake and provided UFRF’s rights against such infringer are preserved), or notifies UFRF of its intention not to bring suit against the alleged infringer, then, and in those events only, UFRF may but is not obligated to prosecute at its own expense such alleged infringement of the Patent Rights. UFRF may use the name of Licensee as party plaintiff in the infringement action without expense to Licensee. If UFRF undertakes the enforcement by litigation and/or defense of the Licensed Patents Patent Rights by litigation, UFRF shall apply any recovery of damages by UFRF for any such suit shall be applied first in satisfaction of any reasonable unreimbursed expenses and legal fees of UFRF relating to the suit, suit and next toward reimbursement of Licensee for its reasonable any legal fees and unreimbursed expenses born by Licensee at UFRF’s request. UFRF will keep any remaining balance. 8.4 If a declaratory judgment action is brought against UFRF or Licensee by a third party alleging invalidity, unpatentability, or unenforceability of any of the Patent Rights, and legal fees. The balance either (i) such action is brought as part of or in connection with any prosecution of an alleged infringement or any other enforcement-related steps of Licensee pursuant to Section 8.2; or (ii) Licensee is then remaining on any such recovery the sole licensee of the Patent Rights, then Licensee shall be divided so that UFRF receives 75% within [*] after commencement of such remainder the action take over the sole defense of the action at its own expense, subject to Sections 8.5 and Licensee receives 25%8.6. 8.5 In the event that If Licensee shall undertake undertakes the enforcement by litigation and/or or defense of the Licensed Patents Patent Rights by litigation, UFRF may voluntarily join the litigation, represented by its own counsel at its own expense. Licensee shall apply any recovery of damages by Licensee for any such suit shall be applied first in satisfaction of any reasonable unreimbursed expenses and legal fees of Licensee relating to the suit, suit and next toward reimbursement of UFRF for any reasonable legal fees and unreimbursed expenses and legal feesexpenses. The balance then remaining on any such recovery shall be divided so that Licensee receives 75% of such remainder and UFRF receives 25%. [***] Certain information shall divide the balance remaining from any recovery as set forth in this document has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portionsSection 8.2. 8.6 In any infringement suit that in which either party may institute is involved to enforce or defend the Licensed Patents Patent Rights pursuant to this Agreement, the other party hereto shall, at the request and expense of the party initiating such the suit, cooperate in all respects and, to the extent possible, have its employees testify when requested and make available relevant records, papers, information, samples, specimens, and the like. 8.7 In the event If Licensee brings a declaratory judgment action alleging invalidity or noninfringement of any of the Licensed Patents shall be brought Patent Challenge against Licensee, UFRF, at its option, shall have the right, within thirty (30) days after commencement of such action, unless UFRF terminates this Agreement pursuant to intervene and take over the sole defense of the action at its own expense. 8.8 In the event Licensee contests the validity of any Licensed PatentsSection 9.4, Licensee shall continue to pay royalties and make other payments pursuant to this Agreement with respect to that patent such claim(s) as if such the contest were not underway until the patent is claim(s) are adjudicated invalid or unenforceable by a court of last resort.

Infringement and Invalidity. 8.1 Either party shall inform the other party in writing within ten (10) business days of it 7.1 The Licensee shall, as soon as reasonably practicable after becoming aware of any alleged infringement of the Licensed Patents by a third party, along with any available evidence thereof. 8.2 During the term of this Agreement, UFRF shall have the right, but shall not be obligated, to prosecute at its own expense any such infringements of the Licensed Patents. If UFRF prosecutes any such infringement, Licensee agrees that UFRF may include Licensee as a co-plaintiff in any such suit, without expense to Licensee. UFRF shall indemnify Licensee against any order for costs that may be made against Licensee in such proceedings. 8.3 If within six (6) months after having been notified of any alleged infringement, UFRF shall have been unsuccessful in persuading the alleged infringer to desist and shall not have brought and shall not be diligently prosecuting an infringement action, or if UFRF shall notify Licensee at any time prior thereto of its intention not to bring suit against any alleged infringer, then, and in those events only, Licensee shall have the right, but shall not be obligated, to prosecute at its own expense any infringement of the Licensed Patents, and Licensee may, for such purposes, use the name of UFRF as party plaintiff. No settlement, consent judgment or other voluntary final disposition of the suit may be entered into without the consent of UFRF, which consent shall not be unreasonably withheld. Licensee shall indemnify UFRF against any order for costs that may be made against UFRF in such proceedings. 8.4 In the event that UFRF shall undertake the enforcement by litigation and/or defense of the Licensed Patents by litigation, any recovery of damages by UFRF for any such suit shall be applied first in satisfaction of any reasonable unreimbursed expenses and legal fees of UFRF relating challenge to the suit, and next toward reimbursement of Licensee for its reasonable unreimbursed expenses and legal fees. The balance then remaining on any such recovery shall be divided so that UFRF receives 75% of such remainder and Licensee receives 25%. 8.5 In the event that Licensee shall undertake the enforcement by litigation and/or defense of the Licensed Patents by litigation, any recovery of damages by Licensee for any such suit shall be applied first in satisfaction of any reasonable unreimbursed expenses and legal fees of Licensee relating to the suit, and next toward reimbursement of UFRF for any reasonable unreimbursed expenses and legal fees. The balance then remaining on any such recovery shall be divided so that Licensee receives 75% of such remainder and UFRF receives 25%. [***] Certain information in this document has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions. 8.6 In any infringement suit that either party may institute to enforce the Licensed Patents pursuant to this Agreement, the other party hereto shall, at the request and expense of the party initiating such suit, cooperate in all respects and, to the extent possible, have its employees testify when requested and make available relevant records, papers, information, samples, specimens, and the like. 8.7 In the event a declaratory judgment action alleging invalidity or noninfringement validity of any of the Licensed Patents [RBS]/[NatWest] Trade Marks [or the RBS Domain Names], notify the Licensor. The Licensor shall be brought against Licensee, UFRF, at its option, shall have notify the right, within thirty (30) days Licensee as soon as reasonably practicable after commencement becoming aware of such action, any challenge to intervene and take over the sole defense of the action at its own expense. 8.8 In the event Licensee contests the validity of any Licensed Patentsof the [RBS]/[NatWest] Trade Marks [or the RBS Domain Names] that comes to its attention and which may adversely affect the Licensee’s use of the same pursuant to the terms of this Agreement. 7.2 The Licensee shall, as soon as reasonably practicable after becoming aware, notify the Licensor of any actual or suspected infringement of any of the [RBS]/[NatWest] Trade Marks [or the RBS Domain Names] or relevant act of passing off or unfair competition or similar cause of action in respect of any of the [RBS]/[NatWest] Trade Marks [or the RBS Domain Names] that comes to its attention. 7.3 The Licensor shall, in its sole discretion, determine what action, if any, shall be taken in respect of the matters notified under Clauses 7.1 or 7.2 of this Agreement or other third party acts that may affect the Licensee’s and the Purchaser’s use of any of the [RBS]/[NatWest] Trade Marks [or the RBS Domain Names], and shall have sole control over such matters. The Licensee shall continue provide such reasonable assistance to pay royalties the Licensor, at the Licensor’s cost (excluding internal management costs), in connection with such matters, including in legal proceedings in the name of the Licensor or the Licensee. Unless the parties agree (in writing) otherwise, the Licensor shall be responsible for the cost of any legal proceedings that it instigates, and make other payments pursuant shall be exclusively entitled to any monetary remedies or costs that are recovered. The Licensor shall keep the Licensee informed of all material developments in relation to any proceedings that may have a material impact on the Licensee’s rights under this Agreement with respect to that patent as if such contest were not underway until the patent is adjudicated invalid or unenforceable by a court of last resortAgreement.

Infringement and Invalidity. 8.1 Either party Licensee shall inform the other party Licensor promptly in writing within ten (10) business days of it becoming aware of any alleged infringement of the Licensed Patents by a third party, along with party and of any available evidence thereof. 8.2 During the term of this Agreement, UFRF Licensor shall have the right, but shall not be obligated, to prosecute at its own expense any such infringements of the Licensed Patents. If UFRF Licensor prosecutes any such infringement, Licensee agrees that UFRF Licensor may include Licensee as a co-plaintiff in any such suit, without expense to Licensee. UFRF shall indemnify Licensee against any order for costs that may be made against Licensee in such proceedings. 8.3 If within six (6) months after having been notified of any alleged infringement, UFRF Licensor shall have been unsuccessful in persuading the alleged infringer to desist and shall not have brought and shall not be diligently prosecuting an infringement actionaction against the alleged infringer, or if UFRF Licensor shall notify Licensee at any time prior thereto of its intention not to bring suit against any the alleged infringer, then, and in those events only, Licensee shall have the right, but shall not be obligated, to prosecute at its own expense any infringement of the Licensed Patents, and Licensee may, for such purposes, use the name of UFRF Licensor as party plaintiff. No settlement, consent judgment or other voluntary final disposition of the suit may be entered into without the consent of UFRFLicensor , which consent shall not be unreasonably withheld. Licensee shall indemnify UFRF Licensor against any order for costs that may be made against UFRF Licensor in such proceedings. 8.4 In the event that UFRF a declaratory judgment action is brought against Licensor or Licensee by a third party alleging invalidity, unpatentability, unenforceability, or non-infringement of the Licensed Patents, Licensor, at its option, shall undertake have the enforcement by litigation and/or right within twenty (20) days after commencement of such action to take over the sole defense of the Licensed Patents by litigationaction at its own expense. If Licensor does not exercise this right, any recovery of damages by UFRF for any such suit Licensee shall be applied first in satisfaction responsible for the sole defense of any reasonable unreimbursed expenses the action at Licensee’s sole expense, subject to Sections 8.5 and legal fees of UFRF relating to the suit, and next toward reimbursement of Licensee for its reasonable unreimbursed expenses and legal fees. The balance then remaining on any such recovery shall be divided so that UFRF receives 75% of such remainder and Licensee receives 25%8.6. 8.5 In the event that Licensee shall undertake the enforcement by litigation and/or defense of the Licensed Patents by litigation, Licensor shall have the right, but not the obligation, to voluntarily join such litigation, represented by its own counsel at its own expense. In the event that Licensor or Licensee shall undertake the enforcement by litigation and/or defense of the Licensed Patents by litigation, any recovery of damages by Licensor or Licensee for any such suit shall be applied first in satisfaction of any reasonable unreimbursed expenses and legal fees of Licensor relating to the suit, and next toward reimbursement of any unreimbursed expenses and legal fees of Licensee relating to the suit, and next toward reimbursement of UFRF for any reasonable unreimbursed expenses and legal fees. The balance then remaining on from any such recovery shall be divided so that equally between Licensee receives 75% of such remainder and UFRF receives 25%. [***] Certain information in this document has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portionsLicensor. 8.6 In any infringement suit that in which either party may institute is involved to enforce or defend the Licensed Patents pursuant to this Agreement, the other party hereto shall, at the request and expense of the party initiating such suit, cooperate in all respects and, to the extent possible, have its employees testify when requested testify, if requested, and make available relevant records, papers, information, samples, specimens, and the like. 8.7 In the event a declaratory judgment action alleging invalidity or noninfringement of any of the Licensed Patents shall be brought against Licensee, UFRF, at its option, shall have the right, within thirty (30) days after commencement of such action, to intervene and take over the sole defense of the action at its own expense. 8.8 In the event Licensee contests the validity of any Licensed Patents, unless and until Licensor terminates this Agreement pursuant to 9.3.10, Licensee shall continue to pay royalties and make other payments pursuant to this Agreement with respect to that patent the contested Licensed Patent(s) as if such contest were not underway until the patent contested Licensed Patent(s) is adjudicated invalid or unenforceable by a court of last resort.

Infringement and Invalidity. 8.1 Either party Licensee shall inform the other party UFRF promptly in writing within ten (10) business days of it becoming aware of any alleged infringement of the Licensed Patents or Licensed Processes by a third party, along with party and of any available evidence thereof. UFRF shall inform Licensee promptly in writing of any alleged infringement of the Licensed Patents or Licensed Processes by a third party and of any available evidence thereof. 8.2 During Licensee shall have the term first right, but shall not be obligated, to prosecute at its own expense any such infringements of this Agreementthe Licensed Patents. If Licensee shall fail, within one hundred twenty (120) days after receiving notice from UFRF of a potential infringement, or providing UFRF with notice of such infringement, to either (a) terminate such infringement or (b) institute an action to prevent continuation thereof including, but not limited to, cross-licensing agreements, marketing agreements, licensing agreements, litigation, etc.; and, thereafter to prosecute such action diligently, or if Licensee notifies UFRF that it does not plan to terminate the infringement or institute such action, then UFRF shall have the right, but shall not be obligated, to prosecute at its own expense any such infringements of the Licensed Patents. If UFRF either party prosecutes any such infringement, Licensee agrees both parties agree that UFRF the prosecuting party may include Licensee the other party as a co-plaintiff in any such suit, without expense to Licensee. UFRF shall indemnify Licensee against any order for costs that may be made against Licensee such other party (except as provided in such proceedingsSection 8.5). 8.3 If within six (6) months after having been notified of any alleged infringement, UFRF shall have been unsuccessful in persuading the alleged infringer to desist and shall not have brought and shall not be diligently prosecuting an infringement action, or if UFRF shall notify Licensee at any time prior thereto of its intention not to bring suit against any alleged infringer, then, and in those events only, Licensee shall have the right, but shall not be obligated, to prosecute at its own expense any infringement of the Licensed Patents, and Licensee may, for such purposes, use the name of UFRF as party plaintiff. No settlement, consent judgment or other voluntary final disposition of the infringement suit may be entered into without the written consent of UFRFUFRF and Licensee, which consent shall not be unreasonably withheld. Licensee shall indemnify UFRF against any order for costs that may be made against UFRF in such proceedings. 8.4 In the event that either UFRF or Licensee shall undertake the enforcement by litigation and/or defense of the Licensed Patents by litigation, any recovery of damages by UFRF for any such suit shall be applied first in satisfaction of any reasonable unreimbursed expenses and legal fees of UFRF relating to the suit, and next toward reimbursement of Licensee for its reasonable unreimbursed expenses and legal fees. The balance then remaining on any such recovery shall be divided so that UFRF receives 75% of such remainder and Licensee receives 25%. 8.5 In the event that Licensee shall undertake the enforcement by litigation and/or defense of the Licensed Patents by litigation, any recovery of damages by Licensee for any such suit shall be applied (a) first in satisfaction of any reasonable unreimbursed expenses and legal fees of Licensee the party prosecuting such infringement in accordance with Sections 8.2 relating to the suit, and next toward reimbursement (b) second in satisfaction of UFRF for any reasonable the other party’s unreimbursed expenses and legal fees. The fees and (c) the balance then remaining on from any such recovery recovery, if any, shall be divided so that Licensee receives 75% of such remainder and UFRF receives 25%. as follows: [***] Certain information in this document has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions]. 8.6 8.5 In any infringement suit that either party may institute to enforce the Licensed Patents pursuant to this Agreement, the other party hereto shall, at the request and expense of the party initiating such suit, cooperate in all respects and, to the extent possible, have its employees testify when requested and make available relevant records, papers, information, samples, specimens, and the like. 8.7 8.6 In the event a declaratory judgment action alleging invalidity or noninfringement of any of the Licensed Patents shall be brought against Licensee, UFRF, at its option, shall have the right, within thirty (30) days after commencement of such action, to intervene and take over the sole defense of the action at its own expense. 8.8 8.7 In the event Licensee contests the validity of any Licensed Patents, Licensee shall continue to pay royalties and make other payments pursuant to this Agreement with respect to that patent as if such contest were not underway until the patent is adjudicated invalid or unenforceable by a court of last resortcourt.

Infringement and Invalidity. 8.1 Either party Licensee shall promptly inform the other party Licensor in writing within ten (10) business days of it becoming aware of any alleged infringement of the Licensed Patents by a third party, along with party and of any available evidence thereof. 8.2 During . In the term of this Agreement, UFRF shall have the right, but shall not be obligated, to prosecute at its own expense any such infringements of the Licensed Patents. If UFRF prosecutes any such infringement, Licensee agrees event that UFRF may include Licensee as a co-plaintiff in any such suit, without expense to Licensee. UFRF shall indemnify Licensee against any order for costs that may be made declaratory judgment action is brought against Licensee in such proceedings. 8.3 If within six (6) months after having been notified of any alleged infringementor Licensor by a third party alleging invalidity, UFRF shall have been unsuccessful in persuading the alleged infringer to desist and shall not have brought and shall not be diligently prosecuting an infringement actionunpatentability, unenforceability, or if UFRF shall notify Licensee at any time prior thereto of its intention not to bring suit against any alleged infringer, then, and in those events only, Licensee shall have the right, but shall not be obligated, to prosecute at its own expense any non-infringement of the Licensed Patents, and Licensee may, for such purposes, use the name of UFRF as party plaintiff. No settlement, consent judgment or other voluntary final disposition of the suit may be entered into without the consent of UFRF, which consent shall not be unreasonably withheld. Licensee shall indemnify UFRF against any order for costs that may be made against UFRF in such proceedings. 8.4 In the event that UFRF shall undertake the enforcement by litigation and/or defense of the Licensed Patents by litigation, any recovery of damages by UFRF for any such suit Licensor shall be applied first in satisfaction of any reasonable unreimbursed expenses and legal fees of UFRF relating to the suit, and next toward reimbursement of Licensee responsible for its reasonable unreimbursed expenses and legal fees. The balance then remaining on any such recovery shall be divided so that UFRF receives 75% of such remainder and Licensee receives 25%. 8.5 In the event that Licensee shall undertake the enforcement by litigation and/or defense of the Licensed Patents by litigation, any recovery of damages by Licensee for any such suit shall be applied first in satisfaction of any reasonable unreimbursed expenses and legal fees of Licensee relating to the suit, and next toward reimbursement of UFRF for any reasonable unreimbursed expenses and legal fees. The balance then remaining on any such recovery shall be divided so that Licensee receives 75% of such remainder and UFRF receives 25%. [***] Certain information in this document has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions. 8.6 In any infringement suit that either party may institute to enforce the Licensed Patents pursuant to this Agreement, the other party hereto shall, at the request and expense of the party initiating such suit, cooperate in all respects and, to the extent possible, have its employees testify when requested and make available relevant records, papers, information, samples, specimens, and the like. 8.7 In the event a declaratory judgment action alleging invalidity or noninfringement of any of the Licensed Patents shall be brought against Licensee, UFRF, at its option, shall have the right, within thirty (30) days after commencement of such action, to intervene and take over the sole defense of the action at its own expense. 8.8 . Licensor does however retain the right to either modify or replace the Licensed Patents, Licensed Products and/or Processes with a non-infringing equivalent, settle with the opposing party, or obtain a license from the opposing party so that the Licensee may continue the use and exploit of the Licensed Patents, Licensed Products and/or Processes. In the event that a non-infringing equivalent is proposed, it must be sufficiently demonstrated and approved by Licensee contests that the replacement or modification is functionally and commercially equivalent to the Licensed Products, and/or Processes. Further, if any lost profits are recovered from Licensor’s defense of the action, any profits recovered shall be retained by Licensor. If Licensor fails to reasonably and adequately defend Licensed Patents, Licensed Products, and/or Processes, Licensee has the option to take over the defense of the action and shall be entitled to withold the monthly payment of royalties from the Licensor until it has recouped its costs in defending any litigation relating to the validity of any the Licensed Patents, Licensee Licensed Products, and/or Processes. Also in such circumstances, if any lost profits are recovered from Licensee’s defense of the litigation, any profits recovered shall continue be retained by Licensee. Licensor herein reserves the right to pay royalties and make other payments pursuant approve any final settlement terms or licenses negotiated or to this Agreement be granted by Licensee, with respect such approval from Licensor to not be unreasonably withheld. In the event that patent as if such contest were not underway until the patent is adjudicated invalid or unenforceable Licensed Patents, Licensed Products, and/or Processes are determined by a court of last resortcompetent jurisdiction to be infringing or invalid and Licensor is unable to modify the intellectual property into a marketable, non-infringing equivalent, Licensee shall be entited to 1) terminate this Agreement immediately and 2) Licensor shall remit fifty percent (50%) of the royalties (excluding any license issue fees) previously paid under this Agreement back to Licensee.

Infringement and Invalidity. 8.1 Either party 7.1 Licensee shall inform the other party Xxxxxxxx, and similarly Licensor shall inform Licensee, promptly in writing within ten (10) business days of it becoming aware of any alleged infringement of the Patent Rights in the Licensed Patents Territory by a third party, along with party and of any available evidence thereofof the alleged infringement. 8.2 During the term of this Agreement, UFRF shall have the right7.2 Licensee may, but shall is not be obligatedobligated to, to prosecute at its own expense any alleged infringement of the Patent Rights and shall have the first right to do so. Licensee will not prosecute or take any other enforcement-related steps with respect to any such infringements of the Licensed PatentsPatent Rights except as is provided in Section 7.3. If UFRF prosecutes Licensee shall first apply any such infringementrecovery of damages of any unreimbursed expenses and legal fees of Licensee relating to the suit and next toward reimbursement of Licensor for any legal fees and unreimbursed expenses born by Licensor. Licensee will keep any remaining balance. Licensee may not enter any settlement, consent judgment, or other voluntary final disposition of the suit without the prior, written consent of Licensor, which consent Licensor may not unreasonably withhold. Licensee agrees that UFRF may include Licensee as a co-plaintiff in any such suit, without expense to Licensee. UFRF shall indemnify Licensee Licensor against any order for costs that and legal fees which may be made against Licensee Licensor in such the proceedings. 8.3 7.3 If within six (6) months after having been notified of any alleged infringement, UFRF shall have been Licensee is unsuccessful in persuading the alleged infringer to desist and shall desist, has not have brought and shall not be diligently prosecuting an infringement actionaction against the alleged infringer (unless, and only so long as, Licensee has, as part of its enforcement strategy, reasonable grounds supporting a delay by Licensee in bringing such action against a particular alleged infringer or infringers, and Licensee so notifies Licensor and provided Licensor’s rights against such infringer are preserved), or if UFRF shall notify Licensee at any time prior thereto notifies Licensor of its intention not to bring suit against any the alleged infringer, then, and in those events only, Licensee shall have the rightLicensor may, but shall is not be obligatedobligated to, to prosecute at its own expense any such alleged infringement of the Licensed Patents, and Licensee may, for such purposes, Patent Rights. Licensor may use the name of UFRF Licensee as party plaintiffplaintiff in the infringement action without expense to Licensee. No settlement, consent judgment or other voluntary final disposition If Licensor undertakes the enforcement of the suit may be entered into without the consent of UFRF, which consent shall not be unreasonably withheld. Licensee shall indemnify UFRF against any order for costs that may be made against UFRF in such proceedings. 8.4 In the event that UFRF shall undertake the enforcement by litigation and/or defense of the Licensed Patents Patent Rights by litigation, Licensor shall apply any recovery of damages by UFRF for any such suit shall be applied first in satisfaction of any reasonable unreimbursed expenses and legal fees of UFRF Licensor relating to the suit, suit and next toward reimbursement of Licensee for its reasonable any legal fees and unreimbursed expenses and legal feesborn by Licensee at Licensor’s request. The Any remaining balance then remaining on any such recovery shall be divided so that UFRF receives 75% of such remainder and Licensee receives 25%distributed as Net Profits in accordance with the Revenue Sharing Agreement. 8.5 In the event that 7.4 If Licensee shall undertake undertakes the enforcement by litigation and/or or defense of the Licensed Patents Patent Rights by litigation, Licensor may voluntarily join the litigation, represented by its own counsel at its own expense. Licensee shall apply any recovery of damages by Licensee for any such suit shall be applied first in satisfaction of any reasonable unreimbursed expenses and legal fees of Licensee relating to the suit, suit and next toward reimbursement of UFRF Licensor for any reasonable legal fees and unreimbursed expenses and legal fees. The balance then remaining on any such recovery shall be divided so that Licensee receives 75% of such remainder and UFRF receives 25%. [***] Certain information in this document has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portionsexpenses. 8.6 7.5 In any infringement suit that in which either party may institute is involved to enforce or defend the Licensed Patents Patent Rights pursuant to this Agreement, the other party hereto shall, at the request and expense of the party initiating such the suit, cooperate in all respects and, to the extent possible, have its employees testify when requested and make available relevant records, papers, information, samples, specimens, and the like. 8.7 In the event a declaratory judgment action alleging invalidity or noninfringement of any of the Licensed Patents shall be brought against Licensee, UFRF, at its option, shall have the right, within thirty (30) days after commencement of such action, to intervene and take over the sole defense of the action at its own expense. 8.8 In the event Licensee contests the validity of any Licensed Patents, Licensee shall continue to pay royalties and make other payments pursuant to this Agreement with respect to that patent as if such contest were not underway until the patent is adjudicated invalid or unenforceable by a court of last resort.

Infringement and Invalidity. 8.1 Either party Licensee shall inform the other party Licensor promptly in writing within ten (10) business days of it becoming aware of any alleged infringement of the Licensed Patents by a third party, along with party and of any available evidence thereof. 8.2 During the term of this Agreement, UFRF Licensor shall have the right, but shall not be obligated, to prosecute at its own expense any such infringements of the Licensed Patents. If UFRF Licensor prosecutes any such infringement, Licensee agrees that UFRF Licensor may include Licensee as a co-plaintiff in any such suit, without expense to Licensee. UFRF shall indemnify Licensee against any order for costs that may be made against Licensee in such proceedings. 8.3 If within six (6) months after having been notified of any alleged infringement, UFRF Licensor shall have been unsuccessful in persuading the alleged infringer to desist and shall not have brought and shall not be diligently prosecuting an infringement actionaction against the alleged infringer, or if UFRF Licensor shall notify Licensee at any time prior thereto of its intention not to bring suit against any the alleged infringer, then, and in those events only, Licensee shall have the right, but shall not be obligated, to prosecute at its own expense any infringement of the Licensed Patents, and Licensee may, for such purposes, use the name of UFRF Licensor as party plaintiff. No settlement, consent judgment or other voluntary final disposition of the suit may be entered into without the consent of UFRFLicensor , which consent shall not be unreasonably withheld. Licensee shall indemnify UFRF Licensor against any order for costs that may be made against UFRF Licensor in such proceedings. 8.4 In the event that UFRF a declaratory judgment action is brought against Licensor or Licensee by a third party alleging invalidity, unpatentability, unenforceability, or non-infringement of the Licensed Patents, Licensor, at its option, shall undertake have the enforcement by litigation and/or right within twenty (20) days after commencement of such action to take over the sole defense of the Licensed Patents by litigationaction at its own expense. If Licensor does not exercise this right, any recovery of damages by UFRF for any such suit Licensee shall be applied first in satisfaction responsible for the sole defense of any reasonable unreimbursed expenses the action at Licensee’s sole expense, subject to Sections 8.5 and legal fees of UFRF relating to the suit, and next toward reimbursement of Licensee for its reasonable unreimbursed expenses and legal fees. The balance then remaining on any such recovery shall be divided so that UFRF receives 75% of such remainder and Licensee receives 25%8.6. 8.5 In the event that Licensee shall undertake the enforcement by litigation and/or defense of the Licensed Patents by litigation, Licensor shall have the right, but not the obligation, to voluntarily join such litigation, represented by its own counsel at its own expense. In the event that Licensor or Licensee shall undertake the enforcement by litigation and/or defense of the Licensed Patents by litigation, any recovery of damages by Licensor or Licensee for any such suit shall be applied first in satisfaction of any reasonable unreimbursed expenses and legal fees of Licensor relating to the suit, and next toward reimbursement of any unreimbursed expenses and legal fees of Licensee relating to the suit, and next toward reimbursement of UFRF for any reasonable unreimbursed expenses and legal fees. The balance then remaining on from any such recovery shall be divided so that equally between Licensee receives 75% of such remainder and UFRF receives 25%. [***] Certain information in this document has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portionsLicensor. 8.6 In any infringement suit that in which either party may institute is involved to enforce or defend the Licensed Patents pursuant to this Agreement, the other party hereto shall, at the request and expense of the party initiating such suit, cooperate in all respects and, to the extent possible, have its employees testify when requested if requested, and make available relevant records, papers, information, samples, specimens, and the like. 8.7 In the event a declaratory judgment action alleging invalidity or noninfringement of any of the Licensed Patents shall be brought against Licensee, UFRF, at its option, shall have the right, within thirty (30) days after commencement of such action, to intervene and take over the sole defense of the action at its own expense. 8.8 In the event Licensee contests the validity of any Licensed Patents, unless and until Licensor terminates this Agreement pursuant to 9.3.10, Licensee shall continue to pay royalties and make other payments pursuant to this Agreement with respect to that patent the contested Licensed Patent(s) as if such contest were not underway until the patent contested Licensed Patent(s) is adjudicated invalid or unenforceable by a court of last resort.

Infringement and Invalidity. 8.1 Either party Licensee shall inform the other party Licensors promptly in writing within ten (10) business days of it becoming aware of any alleged infringement of the Licensed Patents by a third party, along with party and of any available evidence thereof. 8.2 During the term of this Agreement, UFRF Licensors shall have the right, but shall not be obligated, to prosecute at its own expense any such infringements of the Licensed Patents. If UFRF Licensors prosecutes any such infringement, Licensee agrees that UFRF Licensors may include Licensee as a co-plaintiff in any such suit, without expense to Licensee. UFRF shall indemnify Licensee against any order for costs that may be made against Licensee in such proceedings. 8.3 If within six (6) months after having been notified of any alleged infringement, UFRF Licensors shall have been unsuccessful in persuading the alleged infringer to desist and shall not have brought and shall not be diligently prosecuting an infringement action, or if UFRF Licensors shall notify Licensee at any time prior thereto of its intention not to bring suit against any alleged infringer, then, and in those events only, Licensee shall have the right, but shall not be obligated, to prosecute at its own expense any infringement of the Licensed Patents, and Licensee may, for such purposes, use the name of UFRF Licensors as party plaintiff. No settlement, consent judgment or other voluntary final disposition of the suit may be entered into without the consent of UFRFLicensors, which consent shall not be unreasonably withheldunreasonably. Licensee shall indemnify UFRF Licensors against any order for costs that may be made against UFRF Licensors in such proceedings. 8.4 In the event that UFRF shall undertake the enforcement by litigation and/or defense of the Licensed Patents by litigation, any recovery of damages by UFRF for any such suit shall be applied first in satisfaction of any reasonable unreimbursed expenses and legal fees of UFRF relating to the suit, and next toward reimbursement of Licensee for its reasonable unreimbursed expenses and legal fees. The balance then remaining on any such recovery shall be divided so that UFRF receives 75% of such remainder and Licensee receives 25%. 8.5 In the event that Licensee shall undertake the enforcement by litigation and/or defense of the Licensed Patents by litigation, any recovery of damages by Licensee for any such suit shall be applied first in satisfaction of any reasonable unreimbursed expenses and legal fees of Licensee relating to the suit, and next toward reimbursement of UFRF Licensors for any reasonable legal fees and unreimbursed expenses and legal feesexpenses. The balance then remaining on from any such recovery shall be divided so that Licensee receives 75% of such remainder and UFRF receives 25%. [***] Certain information in this document has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions]. 8.6 8.5 In any infringement suit that either party may institute to enforce the Licensed Patents pursuant to this Agreement, the other party hereto shall, at the request and expense of the party initiating such suit, cooperate in all respects and, to the extent possible, have its employees testify when requested and make available relevant records, papers, information, samples, specimens, and the like. 8.7 8.6 In the event a declaratory judgment action alleging invalidity or noninfringement of any of the Licensed Patents shall be brought against Licensee, UFRFLicensors, at its option, shall have the right, within thirty (30) days after commencement of such action, to intervene and take over the sole defense of the action at its own expense. 8.8 8.7 In the event Licensee contests the validity of any Licensed Patents, Licensee shall continue to pay royalties and make other payments pursuant to this Agreement with respect to that patent as if such contest were not underway until the patent is adjudicated invalid or unenforceable by a court of last resort.

Infringement and Invalidity. 8.1 Either party Licensee shall inform the other party UFRF promptly in writing within ten (10) business days of it becoming aware of any alleged infringement of the Licensed Patents by a third party, along with party and of any available evidence thereof. 8.2 During the term of this Agreement, UFRF shall have the right, but shall not be obligated, to prosecute at its own expense any such infringements of the Licensed Patents. If UFRF prosecutes any such infringement, Licensee agrees that UFRF may include Licensee as a co-plaintiff in any such suit, without expense to Licensee. In the event that UFRF shall indemnify undertake the enforcement by litigation and/or defense of the Licensed Patents by litigation, any recovery of damages by UFRF for any such suit shall be applied first in satisfaction of any unreimbursed expenses and legal fees of UFRF relating to the suit, and next toward reimbursement of Licensee against for any order for costs that may legal fees, and unreimbursed expenses. The balance remaining from any such recovery shall be made against divided equally between Licensee and UFRF. [ REDACTED ] = Certain confidential information contained in such proceedingsthis document, marked by brackets, has been omitted because it is both (i) not material and (ii) would be competitively harmful if publicly disclosed.” [ REDACTED ] = Certain confidential information contained in this document, marked by brackets, has been omitted because it is both (i) not material and (ii) would be competitively harmful if publicly disclosed.” 8.3 If within six (6) months after having been notified of any alleged infringement, UFRF shall have been unsuccessful in persuading the alleged infringer to desist and shall not have brought and shall not be diligently prosecuting an infringement actionaction against the alleged infringer, or if UFRF shall notify Licensee at any time prior thereto of its intention not to bring suit against any the alleged infringer, then, and in those events only, Licensee shall have the right, but shall not be obligated, to prosecute at its own expense any infringement of the Licensed Patents, and Licensee may, for such purposes, use the name of UFRF as party plaintiff. No settlement, consent judgment or other voluntary final disposition of the suit may be entered into without the consent of UFRF, which consent shall not be unreasonably withheld. Licensee shall indemnify UFRF against any order for costs that may be made against UFRF in such proceedings. 8.4 In the event that a declaratory judgment action is brought against UFRF or Licensee by a third party alleging invalidity, unpatentability, unenforceability, or non-infringement of the Licensed Patents, UFRF, at its option, shall have the right within twenty (20) days after commencement of such action to take over the sole defense of the action at its own expense. If UFRF does not exercise this right, and assuming that Licensee is the sole Licensee of the Licensed Patents, Licensee shall be responsible for the sole defense of the action at Licensee’s sole expense, subject to Sections 8.5 and 8.6. 8.5 In the event that Licensee shall undertake the enforcement by litigation and/or defense of the Licensed Patents by litigation, any recovery of damages UFRF shall have the right, but not the obligation, to voluntarily join such litigation, represented by UFRF for any such suit shall be applied first in satisfaction of any reasonable unreimbursed expenses and legal fees of UFRF relating to the suit, and next toward reimbursement of Licensee for its reasonable unreimbursed expenses and legal feesown counsel at its own expense. The balance then remaining on any such recovery shall be divided so that UFRF receives 75% of such remainder and Licensee receives 25%. 8.5 In the event that Licensee shall undertake the enforcement by litigation and/or defense of the Licensed Patents by litigation, any recovery of damages by Licensee for any such suit shall be applied first in satisfaction of any reasonable unreimbursed expenses and legal fees of Licensee relating to the suit, and next toward reimbursement of UFRF for any reasonable unreimbursed expenses and legal fees, and unreimbursed expenses. The balance then remaining on from any such recovery shall be divided so that equally between Licensee receives 75% of such remainder and UFRF receives 25%. [***] Certain information in this document has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portionsUFRF. 8.6 In any infringement suit that in which either party may institute is involved to enforce or defend the Licensed Patents pursuant to this Agreement, the other party hereto shall, at the request and expense of the party initiating such suit, cooperate in all respects and, to the extent possible, have its employees testify when requested and make available relevant records, papers, information, samples, specimens, and the like. 8.7 In the event a declaratory judgment action alleging invalidity or noninfringement of any of the Licensed Patents shall be brought against Licensee, UFRF, at its option, shall have the right, within thirty (30) days after commencement of such action, to intervene and take over the sole defense of the action at its own expense. 8.8 In the event Licensee contests the validity of any Licensed Patents, unless and until UFRF terminates this Agreement pursuant to Section 9.3.9, Licensee shall continue to pay royalties and make other payments pursuant to this Agreement with respect to that patent as if such contest were not underway until the patent is adjudicated invalid or unenforceable by a court of last resort.

Infringement and Invalidity. 8.1 Either Each party shall inform the other party promptly in writing within ten (10) business days of it becoming aware of any alleged infringement of the Licensed Patents by a third party, along with party within the Licensed Field and of any available evidence thereof. 8.2 During the term of this Agreement, UFRF shall have the right, but shall not be obligated, to prosecute at its own expense any such infringements of the Licensed Patents. If UFRF prosecutes any such infringement, Licensee agrees that UFRF may include Licensee as a co-plaintiff in any such suit, without expense to Licensee. UFRF shall indemnify Licensee against any order for costs that may be made against Licensee in such proceedings. 8.3 If within six (6) months after having been notified of any alleged infringement, UFRF shall have been unsuccessful in persuading the alleged infringer to desist and shall not have brought and shall not be diligently prosecuting an infringement action, or if UFRF shall notify Licensee at any time prior thereto of its intention not to bring suit against any alleged infringer, then, and in those events only, Licensee shall have the right, but shall not be obligated, to prosecute in good faith and at its own expense any infringement such infringements of the Licensed Patents. If Licensee files suits to complain of any such infringement, and UFRF agrees that Licensee may, for such purposes, use the name of may include UFRF as party plaintiffa co-plaintiff in any such suit, without expense to UFRF. No settlement, consent judgment or other voluntary final disposition of the suit may be entered into without the consent of UFRF, which consent shall not unreasonably be unreasonably withheld. Licensee shall indemnify UFRF against [***] Confidential treatment has been requested for portions of this exhibit. The copy filed herewith omits the information subject to the confidentiality request. Omissions are designated as [***]. A complete version of this exhibit has been filed separately with the Securities and Exchange Commission. any order for costs costs, attorney’s fees or judgments on third party claims arising out of enforcement of the patent that may be made against UFRF in such proceedings. Nothing in this Agreement expressly or implicitly authorizes Licensee to grant licensees under the Licensed Patents within the Licensed Field and Licensed Territory, or obligates Licensee to grant sublicenses to settle any infringement claim. 8.3 If within six (6) months after having been notified of any alleged infringement, Licensee is unsuccessful in persuading the alleged infringer to desist, and either has not brought and is not diligently prosecuting an infringement action, or if Licensee notifies UFRF at any time prior thereto of its intention not to bring suit against any alleged infringer, then, and in those events only, UFRF shall have the right, but shall not be obligated, to prosecute at its own expense any infringement of the Licensed Patents. UFRF may, for such propose, name Licensee as party plaintiff. No settlement, consent judgment or other voluntary final disposition of the suit, in which the patent in suit is admitted to being invalid or unenforceable or, by which UFRF receives non-monetary consideration, may be entered into without the consent of Licensee, which consent shall not unreasonably be withheld. 8.4 In the event that UFRF shall undertake the Licensee undertakes enforcement by litigation and/or defense of the Licensed Patents by litigation, any recovery of damages by UFRF for any such suit shall be applied first in satisfaction of any reasonable unreimbursed expenses and legal fees of UFRF relating to the suit, and next toward reimbursement of Licensee for its reasonable unreimbursed expenses and legal (but not attorney’s fees. The balance then remaining on any such recovery shall be divided so that UFRF receives 75% of such remainder and Licensee receives 25%. 8.5 In the event that Licensee shall undertake the enforcement by litigation and/or defense of the Licensed Patents by litigation, any recovery of damages ) by Licensee for any such suit shall be applied first in the satisfaction of any reasonable unreimbursed expenses and legal fees of Licensee relating to the suit, and next toward reimbursement of UFRF for any reasonable unreimbursed expenses legal fees and legal feesexpenses. The balance then remaining on from any such recovery shall be divided so that between Licensee receives 75% of such remainder and UFRF receives 25%. with [***] Certain information ]% for Licensee and [***]% for UFRF. 8.5 In the event that UFRF undertakes enforcement of the Licensed Patents by litigation, any recovery of damages (but not attorney’s fees) by UFRF for any such suit shall be applied first in this document has been omitted satisfaction of any unreimbursed expenses and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect legal fees of UFRF relating to the omitted portionssuit, and next toward reimbursement of Licensee for any unreimbursed legal fees and expenses. The balance remaining from any such recovery shall be divided between Licenses and UFRF with [***]% for Licensee and [***]% for UFRF. 8.6 In any infringement suit that either one party may institute institutes to enforce the Licensed Patents pursuant to this Agreement, the other party hereto shall, at the request and expense of the party initiating such suit, cooperate in all respects and, to the extent possible, have its employees testify when requested and make available relevant records, papers, information, samples, specimens, and the like. 8.7 In the event a declaratory judgment action alleging invalidity or noninfringement of any of the Licensed Patents shall be brought against Licensee, UFRF, at its option, shall have the right, within thirty (30) days after commencement of such action, to intervene and take over the sole defense of the action at its own expense. 8.8 In the event Licensee contests the validity of any Licensed Patents, Licensee shall continue to pay royalties and make other payments pursuant to this Agreement with [***] Confidential treatment has been requested for portions of this exhibit. The copy filed herewith omits the information subject to the confidentiality request. Omissions are designated as [***]. A complete version of this exhibit has been filed separately with the Securities and Exchange Commission. respect to that patent as if such contest were not underway until the patent is adjudicated invalid or unenforceable by a court of last resort.

Infringement and Invalidity. 8.1 Either party Licensee shall inform the other party UFRF promptly in writing within ten (10) business days of it becoming aware of any alleged infringement of the Licensed Patents by a third party, along with party and of any available evidence thereof. 8.2 During the term of this Agreement, UFRF shall have the right, but shall not be obligated, to prosecute at its own expense any such infringements of the Licensed Patents. If UFRF prosecutes any such infringement, Licensee agrees that UFRF may include Licensee as a co-plaintiff in any such suit, without expense to Licensee. UFRF shall indemnify Licensee against any order for costs that may be made against Licensee in such proceedings. 8.3 If within six (6) months after having been notified of any alleged infringement, UFRF shall have been unsuccessful in persuading the alleged infringer to desist and shall not have brought and shall not be diligently prosecuting an infringement actionaction against the alleged infringer, or if UFRF shall notify Licensee at any time prior thereto of its intention not to bring suit against any the alleged infringer, then, and in those events only, Licensee shall have the right, but shall not be obligated, to prosecute at its own expense any infringement of the Licensed Patents, only in the Licensed Fields as defined in in Section 1.10 of this Agreement, and Licensee may, for such purposes, use the name of UFRF UFRF, as party plaintiff. No settlement, consent judgment or other voluntary final disposition of the suit may be entered into without the consent of UFRF, which consent shall not be unreasonably withheld. Licensee shall indemnify UFRF against any order for costs that may be made against UFRF in In such proceedings. 8.4 In the event that a declaratory judgment action is brought against UFRF or Licensee by a third party alleging invalidity, unpatentability, unenforceability, or non-infringement of the Licensed Patents, UFRF, at its option, shall have the right within twenty (20) days after commencement of such action to take over the sole defense of the action at its own expense. If UFRF does not exercise this right, and assuming that Licensee is the sole licensee of the Licensed Patents, Licensee shall be responsible for the sole defense of the action at Licensee’s sole expense, subject to Sections 8.5 and 8.6. CONFIDENTIAL MATERIALS OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION. DOUBLE ASTERISKS [**] DENOTE OMISSIONS. 8.5 In the event that Licensee shall undertake the enforcement by litigation and/or defense of the Licensed Patents by litigation, any recovery of damages UFRF shall have the right, but not the obligation, to voluntarily join such litigation, represented by UFRF for any such suit shall be applied first in satisfaction of any reasonable unreimbursed expenses and legal fees of UFRF relating to the suit, and next toward reimbursement of Licensee for its reasonable unreimbursed expenses and legal feesown counsel at its own expense. The balance then remaining on any such recovery shall be divided so that UFRF receives 75% of such remainder and Licensee receives 25%. 8.5 In the event that Licensee shall undertake the enforcement by litigation and/or defense of the Licensed Patents by litigation, any recovery of damages by Licensee for any such suit shall be applied first in satisfaction of any reasonable unreimbursed expenses and legal fees of Licensee relating to the suit, and next toward reimbursement of UFRF for any reasonable unreimbursed expenses and legal fees, and unreimbursed expenses. The balance then remaining on from any such recovery shall be divided so that Licensee receives 75% of such remainder and UFRF receives 25%. [***] Certain information in this document has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions]. 8.6 In any infringement suit that in which either party may institute is involved to enforce or defend the Licensed Patents pursuant to this Agreement, the other party hereto shall, at the request and expense of the party initiating such suit, cooperate in all respects and, to the extent possible, have its employees testify when requested and make available relevant records, papers, information, samples, specimens, and the like. 8.7 In the event a declaratory judgment action alleging invalidity or noninfringement of any of the Licensed Patents shall be brought against Licensee, UFRF, at its option, shall have the right, within thirty (30) days after commencement of such action, to intervene and take over the sole defense of the action at its own expense. 8.8 In the event Licensee contests the validity of any Licensed Patents, unless and until this Agreement terminates or expires, Licensee shall continue to pay royalties and make other payments pursuant to this Agreement with respect to that patent as if such contest were not underway until the patent is adjudicated invalid or unenforceable by a court of last resort.

Infringement and Invalidity. 8.1 Either party Licensee shall inform the other party UFRF promptly in writing within ten (10) business days of it becoming aware of any alleged infringement of the Licensed Patents by a third party, along with party and of any available evidence thereof. 8.2 . During the term of this Agreement, UFRF shall have the right, but shall not be obligated, to prosecute at its own expense any such infringements of the Licensed Patents. If UFRF prosecutes any such infringement, Licensee agrees that UFRF may include Licensee as a co-plaintiff in any such suit, without expense to Licensee. UFRF shall indemnify Licensee against any order for costs that may be made against Licensee in such proceedings. 8.3 If within six (6) months after having been notified of any alleged infringement, UFRF shall have been unsuccessful in persuading the alleged infringer to desist and shall not have brought and shall not be diligently prosecuting an infringement action, or if UFRF shall notify Licensee at any time prior thereto of its intention not to bring suit against any alleged infringer, then, and in those events only, Licensee shall have the right, but shall not be obligated, to prosecute at its own expense any infringement of the Licensed Patents, and Licensee may, for such purposes, use the name of UFRF as party plaintiff. No settlement, consent judgment or other voluntary final disposition of the suit may be entered into without the consent of UFRF, which consent shall not be unreasonably withheld. Licensee shall indemnify UFRF against any order for costs that may be made against UFRF in such proceedings. 8.4 In the event that UFRF shall undertake the enforcement by litigation and/or defense of the Licensed Patents by litigation, any recovery of damages by UFRF for any such suit shall be applied first in satisfaction of any reasonable unreimbursed expenses and legal fees of UFRF relating to the suit, and next toward reimbursement of Licensee for its reasonable unreimbursed expenses and legal fees. The balance then remaining on any such recovery shall be divided so that UFRF receives 75% of such remainder and Licensee receives 25%. 8.5 In the event that Licensee shall undertake the enforcement by litigation and/or defense of the Licensed Patents by litigation, any recovery of damages by Licensee for any such suit shall be applied first in satisfaction of any reasonable unreimbursed expenses and legal fees of Licensee relating to the suit, and next toward reimbursement of UFRF for any reasonable unreimbursed expenses and legal fees, and unreimbursed expenses. The balance then remaining on from any such recovery shall be divided so that equally between Licensee receives 75% of such remainder and UFRF receives 25%UFRF. [***] Certain information in this document has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions. 8.6 In any infringement suit that either party may institute to enforce the Licensed Patents pursuant to this Agreement, the other party hereto shall, at the request and expense of the party initiating such suit, cooperate in all respects and, to the extent possible, have its employees testify when requested and make available relevant records, papers, information, samples, specimens, and the like. 8.7 . In the event a declaratory judgment action alleging invalidity or noninfringement of any of the Licensed Patents shall be brought against Licensee, UFRF, at its option, shall have the right, within thirty (30) days after commencement of such action, to intervene and take over the sole defense of the action at its own expense. 8.8 . In the event Licensee contests the validity of any Licensed Patents, Licensee shall continue to pay royalties and make other payments pursuant to this Agreement with respect to that patent as if such contest were not underway until the patent is adjudicated invalid or unenforceable by a court of last resort.

Infringement and Invalidity. 8.1 Either party Licensee shall inform the other party UFRF promptly in writing within ten (10) business days of it becoming aware of any alleged infringement of the Licensed Patents by a third party, along with party and of any available evidence thereof. 8.2 During the term of this Agreement, UFRF shall have the right, but shall not be obligated, to prosecute at its own expense any such infringements of the Licensed Patents. If UFRF prosecutes any such infringement, Licensee agrees that UFRF may include Licensee as a co-plaintiff in any such suit, without expense to Licensee. UFRF shall indemnify Licensee against any order for costs that may be made against Licensee in such proceedings. 8.3 If within six (6) months after having been notified of any alleged infringement, UFRF shall have been unsuccessful in persuading the alleged infringer to desist and shall not have brought and shall not be diligently prosecuting an infringement actionaction against the alleged infringer, or if UFRF shall notify Licensee at any time prior thereto of its intention not to bring suit against any the alleged infringer, then, and in those events only, Licensee shall have the right, but shall not be obligated, to prosecute at its own expense any infringement of the Licensed Patents, and Licensee may, for such purposes, use the name of UFRF as party plaintiff. No settlement, consent judgment or other voluntary final disposition of the suit may be entered into without the consent of UFRF, which consent shall not be unreasonably withheld. Licensee shall indemnify UFRF against any order for costs that may be made against UFRF in such proceedings. 8.4 In the event that a declaratory judgment action is brought against UFRF or Licensee by a third party alleging invalidity, unpatentability, unenforceability, or non-infringement of the Licensed Patents, UFRF, at its option, shall have the right within twenty (20) days after commencement of such action to take over the sole defense of the action at its own expense. If UFRF does not exercise this right, and assuming that Licensee is the sole licensee of the Licensed Patents, Licensee shall be responsible for the sole defense of the action at Licensee’s sole expense, subject to Sections 8.5 and 8.6. 8.5 In the event that Licensee shall undertake the enforcement by litigation and/or defense of the Licensed Patents by litigation, any recovery of damages UFRF shall have the right, but not the obligation, to voluntarily join such litigation, represented by UFRF for any such suit shall be applied first in satisfaction of any reasonable unreimbursed expenses and legal fees of UFRF relating to the suit, and next toward reimbursement of Licensee for its reasonable unreimbursed expenses and legal feesown counsel at its own expense. The balance then remaining on any such recovery shall be divided so that UFRF receives 75% of such remainder and Licensee receives 25%. 8.5 In the event that Licensee shall undertake the enforcement by litigation and/or defense of the Licensed Patents by litigation, any recovery of damages by Licensee for any such suit shall be applied first in satisfaction of any reasonable unreimbursed expenses and legal fees of Licensee relating to the suit, and next toward reimbursement of UFRF for any reasonable unreimbursed expenses and legal fees, and unreimbursed expenses. The balance then remaining on from any such recovery shall be divided so that (75%/25%) between Licensee receives 75% of such remainder and UFRF receives 25%. [***] Certain information in this document has been omitted and filed separately with favor of the Securities and Exchange Commission. Confidential treatment has been requested with respect to party taking the omitted portionslead in such enforcement. 8.6 In any infringement suit that in which either party may institute is involved to enforce or defend the Licensed Patents pursuant to this Agreement, the other party hereto shall, at the request and expense of the party initiating such suit, cooperate in all respects and, to the extent possible, have its employees testify when requested and make available relevant records, papers, information, samples, specimens, and the like. 8.7 In the event a declaratory judgment action alleging invalidity or noninfringement of any of the Licensed Patents shall be brought against Licensee, UFRF, at its option, shall have the right, within thirty (30) days after commencement of such action, to intervene and take over the sole defense of the action at its own expense. 8.8 In the event Licensee contests the validity of any Licensed Patents, unless and until UFRF terminates this Agreement pursuant to Section 9.3.9, Licensee shall continue to pay royalties and make other payments pursuant to this Agreement with respect to that patent as if such contest were not underway until the patent is adjudicated invalid or unenforceable by a court of last resort.

Infringement and Invalidity. 8.1 Either party shall inform the other party in writing within ten (10) business days [***] of it becoming aware of any alleged infringement of the Licensed Patents by a third party, along with any available evidence thereof. 8.2 During the term of this Agreement, UFRF shall have the right, but shall not be obligated, to prosecute at its own expense any such infringements of the Licensed Patents. If UFRF prosecutes any such infringement, Licensee agrees that UFRF may include Licensee as a co-plaintiff in any such suit, without expense to Licensee. UFRF shall indemnify Licensee against any order for costs that may be made against Licensee in such proceedings. 8.3 If within six (6) months [***] after having been notified of any alleged infringement, UFRF shall have been unsuccessful in persuading the alleged infringer to desist and shall not have brought and shall not be diligently prosecuting an infringement action, or if UFRF shall notify Licensee at any time prior thereto of its intention not to bring suit against any alleged infringer, then, and in those events only, Licensee shall have the right, but shall not be obligated, to prosecute at its own expense any infringement of the Licensed Patents, and Licensee may, for such purposes, use the name of UFRF as party plaintiff. No settlement, consent judgment or other voluntary final disposition of the suit may be entered into without the consent of UFRF, which consent shall not be unreasonably withheld. Licensee shall indemnify UFRF against any order for costs that may be made against UFRF in such proceedings. [***] Certain information in this document has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions. 8.4 In the event that UFRF shall undertake the enforcement by litigation and/or defense of the Licensed Patents by litigation, any recovery of damages by UFRF for any such suit shall be applied first in satisfaction of any reasonable unreimbursed expenses and legal fees of UFRF relating to the suit, and next toward reimbursement of Licensee for its reasonable unreimbursed expenses and legal fees. The balance then remaining on any such recovery shall be divided so that UFRF receives 75% of such remainder and Licensee receives 25%[***]. 8.5 In the event that Licensee shall undertake the enforcement by litigation and/or defense of the Licensed Patents by litigation, any recovery of damages by Licensee for any such suit shall be applied first in satisfaction of any reasonable unreimbursed expenses and legal fees of Licensee relating to the suit, and next toward reimbursement of UFRF for any reasonable unreimbursed expenses and legal fees. The balance then remaining on any such recovery shall be divided so that Licensee receives 75% of such remainder and UFRF receives 25%. [***] Certain information in this document has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions]. 8.6 In any infringement suit that either party may institute to enforce the Licensed Patents pursuant to this Agreement, the other party hereto shall, at the request and expense of the party initiating such suit, cooperate in all respects and, to the extent possible, have its employees testify when requested and make available relevant records, papers, information, samples, specimens, and the like. 8.7 In the event a declaratory judgment action alleging invalidity or noninfringement of any of the Licensed Patents shall be brought against Licensee, UFRF, at its option, shall have the right, within thirty (30) days [***] after commencement of such action, to intervene and take over the sole defense of the action at its own expense. 8.8 In the event Licensee contests the validity of any Licensed Patents, Licensee shall continue to pay royalties and make other payments pursuant to this Agreement [***] with respect to that patent as if such contest were not underway [***] until the patent is adjudicated invalid or unenforceable by a court of last resort.

Infringement and Invalidity. 8.1 Either party 7.1 Licensee shall inform the other party Xxxxxxxx, and similarly Licensor shall inform Licensee, promptly in writing within ten (10) business days of it becoming aware of any alleged infringement of the Patent Rights in the Licensed Patents Territory by a third party, along with party and of any available evidence thereofof the alleged infringement. 8.2 During the term of this Agreement, UFRF shall have the right7.2 Licensee may, but shall is not be obligatedobligated to, to prosecute at its own expense any alleged infringement of the Patent Rights and shall have the first right to do so. Licensee will not prosecute or take any other enforcement-related steps with respect to any such infringements of the Licensed PatentsPatent Rights except as is provided in Section 7.3. If UFRF prosecutes Licensee shall first apply any such infringementrecovery of damages of any unreimbursed expenses and legal fees of Licensee relating to the suit and next toward reimbursement of Licensor for any legal fees and unreimbursed expenses born by Xxxxxxxx. Licensee will keep any remaining balance. Licensee may not enter any settlement, consent judgment, or other voluntary final disposition of the suit without the prior, written consent of Licensor, which consent Licensor may not unreasonably withhold. Licensee agrees that UFRF may include Licensee as a co-plaintiff in any such suit, without expense to Licensee. UFRF shall indemnify Licensee Licensor against any order for costs that and legal fees which may be made against Licensee Licensor in such the proceedings. 8.3 7.3 If within six (6) months after having been notified of any alleged infringement, UFRF shall have been Licensee is unsuccessful in persuading the alleged infringer to desist and shall desist, has not have brought and shall not be diligently prosecuting an infringement actionaction against the alleged infringer (unless, and only so long as, Licensee has, as part of its enforcement strategy, reasonable grounds supporting a delay by Licensee in bringing such action against a particular alleged infringer or infringers, and Licensee so notifies Licensor and provided Licensor’s rights against such infringer are preserved), or if UFRF shall notify Licensee at any time prior thereto notifies Licensor of its intention not to bring suit against any the alleged infringer, then, and in those events only, Licensee shall have the rightLicensor may, but shall is not be obligatedobligated to, to prosecute at its own expense any such alleged infringement of the Licensed Patents, and Licensee may, for such purposes, Patent Rights. Licensor may use the name of UFRF Licensee as party plaintiffplaintiff in the infringement action without expense to Licensee. No settlement, consent judgment or other voluntary final disposition If Licensor undertakes the enforcement of the suit may be entered into without the consent of UFRF, which consent shall not be unreasonably withheld. Licensee shall indemnify UFRF against any order for costs that may be made against UFRF in such proceedings. 8.4 In the event that UFRF shall undertake the enforcement by litigation and/or defense of the Licensed Patents Patent Rights by litigation, Licensor shall apply any recovery of damages by UFRF for any such suit shall be applied first in satisfaction of any reasonable unreimbursed expenses and legal fees of UFRF Licensor relating to the suit, suit and next toward reimbursement of Licensee for its reasonable any legal fees and unreimbursed expenses and legal feesborn by Licensee at Licensor’s request. The Any remaining balance then remaining on any such recovery shall be divided so that UFRF receives 75% of such remainder and Licensee receives 25%distributed as Net Profits in accordance with the Revenue Sharing Agreement. 8.5 In the event that 7.4 If Licensee shall undertake undertakes the enforcement by litigation and/or or defense of the Licensed Patents Patent Rights by litigation, Licensor may voluntarily join the litigation, represented by its own counsel at its own expense. Licensee shall apply any recovery of damages by Licensee for any such suit shall be applied first in satisfaction of any reasonable unreimbursed expenses and legal fees of Licensee relating to the suit, suit and next toward reimbursement of UFRF Licensor for any reasonable legal fees and unreimbursed expenses and legal fees. The balance then remaining on any such recovery shall be divided so that Licensee receives 75% of such remainder and UFRF receives 25%. [***] Certain information in this document has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portionsexpenses. 8.6 7.5 In any infringement suit that in which either party may institute is involved to enforce or defend the Licensed Patents Patent Rights pursuant to this Agreement, the other party hereto shall, at the request and expense of the party initiating such the suit, cooperate in all respects and, to the extent possible, have its employees testify when requested and make available relevant records, papers, information, samples, specimens, and the like. 8.7 In the event a declaratory judgment action alleging invalidity or noninfringement of any of the Licensed Patents shall be brought against Licensee, UFRF, at its option, shall have the right, within thirty (30) days after commencement of such action, to intervene and take over the sole defense of the action at its own expense. 8.8 In the event Licensee contests the validity of any Licensed Patents, Licensee shall continue to pay royalties and make other payments pursuant to this Agreement with respect to that patent as if such contest were not underway until the patent is adjudicated invalid or unenforceable by a court of last resort.

Infringement and Invalidity. 8.1 Either party CTI shall inform the other party UFRF promptly in writing within ten (10) business days of it becoming aware of any alleged infringement of the Licensed Patents by a third party, along with party and of any available evidence thereof. 8.2 During the term of this Agreement, UFRF CTI shall have the right, but shall not be obligatedthe obligation, to prosecute at its own expense and for its own benefit any such infringements of the Licensed PatentsPatents in the Field as it relates to the Compounds. If UFRF CTI prosecutes any such infringement, Licensee UFRF agrees that UFRF CTI may include Licensee UFRF as a co-plaintiff in any such suit, without expense to Licensee. UFRF shall indemnify Licensee against any order for costs that may be made against Licensee in such proceedingsUFRF. 8.3 If within six (6) months after having been notified of any alleged infringement, UFRF CTI shall have been unsuccessful in persuading the alleged infringer to desist and shall not have brought and shall not be diligently prosecuting an infringement action, or if UFRF CTI shall notify Licensee UFRF at any time prior thereto of its intention not to bring suit against any alleged infringer, then, and in those events only, Licensee UFRF shall have the right, but shall not be obligatedthe obligation, to prosecute at its own expense any infringement of the Licensed Patents, and Licensee UFRF may, for such purposes, use the name of UFRF CTI as party plaintiff. No settlement, consent judgment or other voluntary final disposition of the suit may be entered into without the consent of UFRFCTI, which consent shall not be unreasonably withheld. Licensee UFRF shall indemnify UFRF CTI against any order for costs that may be made against UFRF CTI in such proceedings. 8.4 In the event that UFRF shall undertake the enforcement by litigation and/or defense of the Licensed Patents by litigation, any recovery of damages by UFRF for any such suit shall be applied first in satisfaction of any reasonable unreimbursed expenses and legal fees of UFRF relating to the suit, and next toward reimbursement of Licensee CTI for its reasonable unreimbursed expenses and any legal fees, and unreimbursed expenses. The balance then remaining on from any such recovery shall be divided so that UFRF receives 75% of such remainder [**] between CTI and Licensee receives 25%UFRF. 8.5 In the event that Licensee shall undertake the enforcement by litigation and/or defense of the Licensed Patents by litigation, any recovery of damages by Licensee for any such suit shall be applied first in satisfaction of any reasonable unreimbursed expenses and legal fees of Licensee relating to the suit, and next toward reimbursement of UFRF for any reasonable unreimbursed expenses and legal fees. The balance then remaining on any such recovery shall be divided so that Licensee receives 75% of such remainder and UFRF receives 25%. [***] Certain information in this document has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions. 8.6 In any infringement suit that either party may institute to enforce the Licensed Patents pursuant to this Agreement, the other party hereto shall, at the request and expense of the party initiating such suit, cooperate in all respects and, to the extent possible, have its employees testify when requested and make available relevant records, papers, information, samples, specimens, and the like. 8.7 8.6 In the event a declaratory judgment action alleging invalidity or noninfringement of any of the Licensed Patents shall be brought against LicenseeUFRF, UFRFCTI, at its option, shall have the right, within thirty (30) days after commencement of such action, to intervene and take over the sole defense of the action at its own expense. 8.8 8.7 In the event Licensee CTI contests the validity of any Licensed Patents, Licensee CTI shall continue to pay royalties and make other payments pursuant to this Agreement with respect to that patent as if such contest were not underway until the patent is adjudicated invalid or unenforceable by a court of last resort.

Infringement and Invalidity. 8.1 Either party Licensee shall inform the other party Licensor promptly in writing within ten (10) business days of it becoming aware of any alleged infringement of the Licensed Patents by a third party, along with party and of any available evidence thereof. 8.2 During the term of this Agreement, UFRF Licensor shall have the right, but shall not be obligated, to prosecute at its own expense any such infringements of the Licensed Patents. If UFRF Licensor prosecutes any such infringement, Licensee agrees that UFRF Licensor may include Licensee as a co-plaintiff in any such suit, without expense to Licensee. UFRF shall indemnify Licensee against any order for costs that may be made against Licensee in such proceedings. 8.3 If within six (6) months [*] after having been notified of any alleged infringement, UFRF Licensor shall have been unsuccessful in persuading the alleged infringer to desist and shall not have brought and shall not be diligently prosecuting an infringement actionaction against the alleged infringer, or if UFRF Licensor shall notify Licensee at any time prior thereto of its intention not to bring suit against any the alleged infringer, then, and in those events only, Licensee shall have the right, but shall not be obligated, to prosecute at its own expense any infringement of the Licensed Patents, and Licensee may, for such purposes, use the name of UFRF Licensor as party plaintiff. No settlement, consent judgment or other voluntary final disposition of the suit may be entered into without the consent of UFRFLicensor, which consent shall not be unreasonably withheld. Licensee shall indemnify UFRF Licensor against any order for costs that may be made against UFRF Licensor in such proceedings. 8.4 In the event that UFRF a declaratory judgment action is brought against Licensor or Licensee by a third party alleging invalidity, unpatentability, unenforceability, or non-infringement of the Licensed Patents, Licensor, at its option, shall undertake have the enforcement by litigation and/or right within [*] after commencement of such action to take over the sole defense of the Licensed Patents by litigationaction at its own expense. If Licensor does not exercise this right, any recovery of damages by UFRF for any such suit Licensee shall be applied first in satisfaction responsible for the sole defense of any reasonable unreimbursed expenses the action at Licensee’s sole expense, subject to Sections 8.5 and legal fees of UFRF relating to the suit, and next toward reimbursement of Licensee for its reasonable unreimbursed expenses and legal fees. The balance then remaining on any such recovery shall be divided so that UFRF receives 75% of such remainder and Licensee receives 25%8.6. 8.5 In the event that Licensee shall undertake the enforcement by litigation and/or defense of the Licensed Patents by litigation, Licensor shall have the right, but not the obligation, to voluntarily join such litigation, represented by its own counsel at its own expense. In the event that Licensor or Licensee shall undertake the enforcement by litigation and/or defense of the Licensed Patents by litigation, any recovery of damages by Licensor or Licensee for any such suit shall be applied first in satisfaction of any reasonable unreimbursed expenses and legal fees of Licensor relating to the suit, and next toward reimbursement of any unreimbursed expenses and legal fees of Licensee relating to the suit, and next toward reimbursement of UFRF for any reasonable unreimbursed expenses and legal fees. The balance then remaining on from any such recovery shall be divided so that equally between Licensee receives 75% of such remainder and UFRF receives 25%. [***] Certain information in this document has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portionsLicensor. 8.6 In any infringement suit that in which either party may institute is involved to enforce or defend the Licensed Patents pursuant to this Agreement, the other party hereto shall, at the request and expense of the party initiating such suit, cooperate in all respects and, to the extent possible, have its employees testify when requested and make available relevant records, papers, information, samples, specimens, and the like. 8.7 In the event a declaratory judgment action alleging invalidity or noninfringement of any of the Licensed Patents shall be brought against Licensee, UFRF, at its option, shall have the right, within thirty (30) days after commencement of such action, to intervene and take over the sole defense of the action at its own expense. 8.8 In the event Licensee contests the validity of any Licensed Patents, unless and until Licensor terminates this Agreement pursuant to 9.3.10, Licensee shall continue to pay royalties and make other payments pursuant to this Agreement with respect to that patent the contested Licensed Patent(s) as if such contest were not underway until the patent contested Licensed Patent(s) is adjudicated invalid or unenforceable by a court of last resort.. ​