Common use of Infringement and Litigation Clause in Contracts

Infringement and Litigation. 11.1 Each party shall promptly notify the other in writing in the event that it obtains knowledge of infringing activity by third parties, or is sued or threatened with an infringement suit, in any country in the LICENSED TERRITORY as a result of activities that concern the LICENSED PATENTS, and shall supply the other party with documentation of the infringing activities that it possesses. 11.2 During the TERM of this Agreement: (a) LICENSEE shall have the first right (but not the obligation) to defend the LICENSED PATENTS against infringement or interference in the FIELD and in the LICENSED TERRITORY by third parties. This right includes bringing any legal action for infringement and defending any counter claim of invalidity or action of a third party for declaratory judgment for non-infringement or non-interference. If, in the reasonable opinion of LICENSEE’s counsel, YALE is required to be a named party to any such suit for standing purposes, LICENSEE may join YALE as a party; provided, however, that (i) YALE shall not be the first named party in any such action, (ii) the pleadings and any public statements about the action shall state that the action is being pursued by LICENSEE and that LICENSEE has joined YALE as a party; and (iii) LICENSEE shall keep YALE reasonably apprised of all developments in any such action. LICENSEE may settle such suits solely in its own name and solely at its own expense and through counsel of its own selection; provided, however, that no settlement shall be entered without YALE’s prior written consent, such consent not to be unreasonably withheld. Without limiting the foregoing, YALE may withhold its consent to any settlement that would in any manner affect the validity, scope or enforceability of any LICENSED PATENT. LICENSEE shall bear the expense of such legal actions. Except for providing reasonable assistance (including joining such actions as described above), at the request and expense of LICENSEE, YALE shall have no obligation regarding the legal actions described in Article 11.2 unless required to participate by law. However, YALE shall have the right to participate in any such action through its own counsel and at its own expense. Any recovery shall first be applied to LICENSEE’s out of pocket expenses and second shall be applied to YALE’s out of pocket expenses, including legal fees. YALE shall recover [***]% of any excess recovery over those expenses. (b) In the event LICENSEE fails to initiate and pursue or participate in the actions described in Article 11.2(a) or in lieu of such actions to initiate negotiations for a sublicense of the infringer, and the infringement has not otherwise abated, within [***] of notification of infringement from YALE, YALE may, in its sole discretion, convert the LICENSE granted in Article 3 to a non-exclusive license. Additionally, YALE shall have the right to initiate legal action such as that described in Article 11.2(a) at its own expense. If, in the reasonable opinion of YALE’s counsel, LICENSEE is required to be a named party to any such suit for standing purposes, YALE may join LICENSEE as party plaintiff to uphold the LICENSED PATENTS, provided, however, that YALE shall keep LICENSEE reasonably apprised of all developments in any such action. In such case, LICENSEE shall provide reasonable assistance to YALE if requested to do so, at YALE’s expense. YALE may settle such actions solely through its own counsel any recovery shall be retained by YALE. YALE may terminate the LICENSE in the country where such legal action is taken. (c) In the event LICENSEE is permanently enjoined from exercising its LICENSE under this Agreement pursuant to an infringement action brought by a third party, or if both LICENSEE and YALE elect not to undertake the defense or settlement of a suit alleging infringement for a period of [***] from notice of such suit, then either party shall have the right to terminate this Agreement in the country where the suit was filed with respect to the LICENSED PATENT following [***] written notice to the other party in accordance with the terms of Article 15.

Infringement and Litigation. 11.1 Each party shall promptly notify the other in writing in the event that it obtains knowledge of infringing activity by third parties, or it is sued or threatened with an infringement suit, in any country in the LICENSED TERRITORY TERRITORY, as a result of activities that concern the LICENSED PATENTSPATENT RIGHTS, and shall supply the other party with documentation of the infringing activities that it possesses. 11.2 During the TERM of this Agreement: (a) LICENSEE Biohaven shall have the first right (but not the obligation) to defend the LICENSED PATENTS PATENT RIGHTS against infringement or interference in the FIELD and in the LICENSED TERRITORY by third parties. This right includes bringing any legal action for infringement and defending any counter claim of invalidity or action of a third party for declaratory judgment for non-infringement or non-interference. If, in the reasonable opinion of LICENSEEBiohaven’s counsel, YALE ALS and/or FCCDC is required to be a named party to any such suit for standing purposes, LICENSEE Biohaven may join YALE ALS and/or FCCDC as a party; provided, however, that (i) YALE shall not be the first named party in any such action, (ii) the pleadings and any public statements about the action shall state that the action is being pursued by LICENSEE and that LICENSEE has joined YALE as a party; and (iii) LICENSEE Biohaven shall keep YALE ALS and FCCDC reasonably apprised of all developments in any such action. LICENSEE Biohaven may settle such suits solely in its own name and solely moiety at its own expense and through counsel of its own selection; provided, howeverprovided further, that no settlement to the extent that ALS believes that the EARNED ROYALTIES payable to ALS hereunder were reduced by such infringement, ALS shall be entered without YALE’s prior written consentpermitted to join any suit brought by Biohaven at ALS’ own cost and expense, and in such consent not event seek compensation from such third party for its proportional share of any EARNED ROYALTIES determined by the court to be unreasonably withheld. Without limiting the foregoing, YALE may withhold its consent to any settlement that would in any manner affect the validity, scope or enforceability of any LICENSED PATENT. LICENSEE shall bear the expense lost because of such legal actions. Except for providing reasonable assistance (including joining such actions as described above), at the request and expense of LICENSEE, YALE shall have no obligation regarding the legal actions described in Article 11.2 unless required to participate by law. However, YALE shall have the right to participate in any such action through its own counsel and at its own expense. Any recovery shall first be applied to LICENSEE’s out of pocket expenses and second shall be applied to YALE’s out of pocket expenses, including legal fees. YALE shall recover [***]% of any excess recovery over those expensesinfringement. (b) In the event LICENSEE fails to initiate and pursue or participate in the actions described in Article 11.2(a) or in lieu of such actions to initiate negotiations for a sublicense of the infringer, and the infringement has not otherwise abated, within [***] of notification of infringement from YALE, YALE may, in its sole discretion, convert the LICENSE granted in Article 3 to a non-exclusive license. Additionally, YALE shall have the right to initiate legal action such as that described in Article 11.2(a) at its own expense. If, in the reasonable opinion of YALE’s counsel, LICENSEE is required to be a named party to any such suit for standing purposes, YALE may join LICENSEE as party plaintiff to uphold the LICENSED PATENTS, provided, however, that YALE shall keep LICENSEE reasonably apprised of all developments in any such action. In such case, LICENSEE shall provide reasonable assistance to YALE if requested to do so, at YALE’s expense. YALE may settle such actions solely through its own counsel any recovery shall be retained by YALE. YALE may terminate the LICENSE in the country where such legal action is taken. (c) In the event LICENSEE Biohaven is permanently enjoined from exercising its LICENSE rights under this Agreement the PATENT RIGHTS pursuant to an infringement action brought by a third party, or if both LICENSEE Biohaven and YALE ALS elect not to undertake the defense or settlement of a suit alleging infringement for a period of [*** * *] months from notice of such suit, then either party shall have the right to terminate this Agreement in the country where the suit was filed with respect to the LICENSED PATENT RIGHTS following [*** * *] days’ written notice to the other party in accordance with the terms of Article 1514.1.

Infringement and Litigation. 11.1 Each party shall promptly notify the other in writing in the event that it obtains knowledge of infringing activity by third partiesTHIRD PARTIES, or is sued or threatened with an infringement suit, in any country in the LICENSED TERRITORY as a result of activities that concern the LICENSED PATENTS, POOLED PATENTS and shall supply the other party with documentation of the infringing activities that it possesses. 11.2 During the TERM of this Agreement: (a) LICENSEE shall have the first right (but not and obligation to enforce the obligation) to defend the LICENSED POOLED PATENTS against infringement or interference in the FIELD and in the LICENSED TERRITORY by third partiesTHIRD PARTIES. This right and obligation includes bringing any legal action for infringement and defending any counter claim of invalidity or action of a third party THIRD PARTY for declaratory judgment for non-infringement or non-interference. If, in the reasonable opinion of LICENSEE’S and YALE’s respective counsel, or if required by a court, YALE is required to be a named party to any such suit for standing purposes, LICENSEE may identify YALE as a party in the initial complaint or later join YALE as a party; provided, however, that (i) YALE shall not be the first named party in any such action, (ii) the pleadings and any public statements about the action shall state that the action is being pursued by LICENSEE and that LICENSEE has joined YALE as a party; and (iii) LICENSEE shall keep YALE reasonably apprised of all developments in any such action. LICENSEE may settle such suits solely in its own name and solely at its own expense and through counsel of its own selection; provided, however, that no settlement that requires [***] shall be entered without YALE’s prior written consent, such consent . Settlements that do not to [***] may be unreasonably withheld. Without limiting made at the foregoing, YALE may withhold its consent to any settlement that would in any manner affect the validity, scope or enforceability sole discretion of any LICENSED PATENTLICENSEE. LICENSEE shall bear the expense of such legal actions. Except for providing reasonable assistance (including joining such actions as described above)assistance, at the request and expense of LICENSEE, YALE shall have no obligation regarding the legal actions described in Article 11.2 unless required to participate by law. However, YALE shall have the right to participate in any such action through its own counsel and at its own expense. Any recovery shall first be applied related to LICENSEE’s out of pocket expenses and second shall be applied to YALE’s out of pocket expenses, including legal fees. POOLED PATENTS owned in whole or in part by YALE shall recover [***]% . YALE shall receive [***] of any excess recovery over those expensesexpenses with respect [***]. With regard to POOLED PATENTS [***], YALE shall have [***] related thereto. (b) In the event LICENSEE fails to initiate and pursue or participate in the actions described in Article 11.2(a) with respect to a POOLED PATENT owned in whole or in lieu of such actions to initiate negotiations for a sublicense of the infringer, and the infringement has not otherwise abated, part by YALE within [***] days of (i) notification of infringement from YALE, YALE mayor (ii) the date LICENSEE otherwise first becomes aware of an infringement, in its sole discretion, convert the LICENSE granted in Article 3 to a non-exclusive license. Additionallywhichever is earlier, YALE shall have the right to initiate such legal action such as that described in Article 11.2(a) at its own expense. If, in the reasonable opinion of YALE’s counsel, LICENSEE is required to be a named party to any such suit for standing purposes, expense and YALE may join use the name of LICENSEE as party plaintiff to uphold the LICENSED PATENTS, provided, however, that YALE shall keep LICENSEE reasonably apprised of all developments in any such actionparticular POOLED PATENT. In such case, LICENSEE shall provide reasonable assistance to YALE if requested to do so. With regard to POOLED PATENTS owned solely by YALE, at YALE’s expense. YALE may settle such actions solely through its own counsel counsel, provided that any such settlement does not involve cash or other valuable [***] 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. consideration to be paid by LICENSEE. Any recovery shall be [***], and secondly to [***] incurred as a result of [***]. With regard to POOLED PATENTS [***], YALE may not settle such actions without the prior written consent of LICENSEE, and any recovery shall be retained by YALE. YALE may terminate the LICENSE in the country where such legal action is taken[***]. (c) 11.3 In the event LICENSEE is permanently enjoined from exercising its LICENSE under this Agreement pursuant to an infringement action brought by a third partyTHIRD PARTY, or if both LICENSEE and YALE elect not to undertake the defense or settlement of a suit alleging infringement for a period of [***] from notice of such suit, then either party shall have the right to terminate this Agreement in the country where the suit was filed with respect to the LICENSED PATENT licensed patent following [***] written notice to the other party in accordance with the terms of Article 15.

Infringement and Litigation. 11.1 Each party shall promptly notify the other in writing in the event that it obtains knowledge of infringing activity by third parties, or is sued issued or threatened with an infringement suit, suit in any country in the LICENSED TERRITORY as a result of activities that concern the LICENSED PATENTS, INTELLECTUAL PROPERTY and shall supply the other party with documentation of the infringing activities that it possesses. 11.2 During the TERM term of this Agreement:AGREEMENT, (a) Subject to sub-paragraph (d) below, LICENSEE shall have the first right (right, but not the obligation) , to defend enforce the LICENSED PATENTS INTELLECTUAL PROPERTY against infringement or interference in the FIELD and in the LICENSED TERRITORY by third parties. This right includes includes, without limitation, entering into settlement negotiations or bringing any legal action for infringement and defending any counter claim counterclaim of invalidity or action of a third party for declaratory judgment for non-infringement or non-interference. IfLICENSEE may use the name of YALE as party plaintiff for such purposes. LICENSEE shall have sole control over such settlement negotiations and litigation and may, in the reasonable opinion of LICENSEE’s counselits sole discretion, YALE is required to be a named party to any such suit for standing purposes, LICENSEE may join YALE as a party; provided, however, that (i) YALE shall not be the first named party in any such action, (ii) the pleadings and any public statements about the action shall state that the action is being pursued by LICENSEE and that LICENSEE has joined YALE as a party; and (iii) LICENSEE shall keep YALE reasonably apprised of all developments in any such action. LICENSEE may settle such suits solely in its own name and solely at its own expense and through counsel of its own selection; provided, howeverprovided that LICENSEE may not enter into a settlement that relates to the practice or use of the LICENSED INTELLECTUAL PROPERTY, that no settlement shall be entered without YALE’s the prior written consentconsent of YALE, such which consent shall not to be unreasonably withheld. Without limiting the foregoing, YALE may withhold its consent to any settlement that would in any manner affect the validity, scope withheld or enforceability of any LICENSED PATENTdelayed. LICENSEE shall bear the expense of such legal actionsactions and shall obtain all the benefits from it. However, YALE shall recover a percentage of any excess recovery over LICENSEE’s out-of-pocket expenses (including reasonable attorneys’ and experts’ fees and court costs) equal to the EARNED ROYALTY percent set forth in Article 6.1. (b) Except for providing reasonable assistance (including joining such actions as described above)assistance, at the request and expense of LICENSEE, YALE shall have no obligation regarding the legal actions described in Article 11.2 11.2(a) unless (i) required to participate by lawlaw or (ii) if YALE is named as a party plaintiff, in which cases YALE will cooperate at the request and expense of LICENSEE. However, YALE shall have the right to participate in any such action through its own counsel and at its own expense. Any recovery shall first be applied to LICENSEE’s out of pocket expenses and second shall be applied to YALE’s out of pocket expenses, including legal fees. YALE shall recover [***]% of any excess recovery over those expenses. (bc) In the event LICENSEE fails to initiate and pursue or participate in the actions described in Article 11.2(a) or in lieu of such actions to initiate negotiations for a sublicense of the infringer, and the infringement has not otherwise abated, within [***] six (6) months of notification of infringement from YALE, YALE may, in its sole discretion, convert the LICENSE granted in Article 3 to a non-exclusive license. Additionallyan infringing activity, YALE shall have the right to initiate such legal action such as that described in Article 11.2(a) at its own expense. If, in the reasonable opinion of YALE’s counsel, LICENSEE is required to be a named party to any such suit for standing purposes, YALE may join LICENSEE as party plaintiff to uphold enforce the LICENSED PATENTS, provided, however, that YALE shall keep LICENSEE reasonably apprised of all developments in any such action. In such case, LICENSEE shall provide reasonable assistance to YALE if requested to do so, INTELLECTUAL PROPERTY at YALE’s expense. YALE may shall have sole control over such litigation and may, in its sole discretion, settle such actions suits solely through in its own name and solely at its own expense and through counsel any recovery shall be retained by YALEof its own selection. YALE may terminate shall bear the LICENSE in the country where expense of such legal action is takenactions and shall obtain all the benefits from it. Portions of this Exhibit, indicated by the xxxx “[***],” were omitted and have been filed separately with the Secretary of the Commission pursuant to the Registrant’s application requesting confidential treatment pursuant to Rule 406 of the Securities Act of 1933, as amended. (cd) LICENSEE shall have the sole right in accordance with the terms and conditions herein to sublicense any alleged infringer for future use of the LICENSED INTELLECTUAL PROPERTY. 11.3 If LICENSEE receives notice of a claim or action by a third party alleging infringement of such third party’s rights in connection with the manufacture, use, sale or import of the LICENSED PRODUCTS, SERVICES and/or LICENSED INTELLECTUAL PROPERTY by LICENSEE or it AFFILIATES, permitted assignees or sublicensees, LICENSEE shall have the right, but not the obligation, to enter into settlement or license negotiations or to conduct the legal defense and, to enter into any disposition (including a license) with respect thereto. All costs of LICENSEE’s defense, including its attorneys’ fees and court costs, and any damages awarded or amounts paid in settlement in any such claim or action shall be the sole responsibility of LICENSEE. YALE shall reasonably cooperate with LICENSEE in its settlement or defense of such infringement claim or Action at LICENSEE’s sole expense. 11.4 In the event LICENSEE is permanently enjoined from exercising its LICENSE license right granted under this Agreement AGREEMENT pursuant to an infringement action brought by a third party, or if both LICENSEE and YALE elect not to undertake the defense or settlement of a suit alleging infringement for a period of [***] six (6) months from notice of such suit, then either party the LICENSEE shall have the right to terminate this Agreement AGREEMENT in the country where the suit was filed with respect to the particular LICENSED PATENT PATENT(s) following [***] thirty (30) days written notice to the other party YALE and in accordance with the terms of Article 1513. 11.5 If litigation, settlement and/or licensing in connection with the defense or enforcement of the LICENSED INTELLECTUAL PROPERTY by LICENSEE pursuant to this Article 11 at any time exceeds a commercially reasonable percentage of revenue, which for purposes of this agreement shall be at least [***] percent ([***]%), LICENSEE shall promptly provide written notice to YALE and YALE and LICENSEE intend to convene to discuss the issue. Nothing in this Article 11.5 shall obligate YALE or LICENSEE to do more than discuss the issue during the period of thirty (30) days following receipt of written notice from LICENSEE; nor shall this Article obligate the parties to alter any term of this agreement unless such alteration is acceptable to each party in its discretion.

Infringement and Litigation. 11.1 Each party shall promptly notify 8.1 Both PENN and LICENSEE are responsible for notifying the other of any infringement of PENN PATENT RIGHTS or JOINT PATENT RIGHTS which may come to their attention. PENN and LICENSEE shall consult concerning any suspected infringement in writing in the event that it obtains knowledge an effort to agree upon terms and conditions for instigation and maintenance of infringing activity by third parties, litigation activities or is sued or threatened with an infringement suit, in any country in the LICENSED TERRITORY as a result of activities that concern the LICENSED PATENTS, and shall supply the other party with documentation of the infringing activities that it possessesforbearance from same. 11.2 During 8.2 To the TERM of this Agreement: (a) extent litigation is mutually agreed upon, LICENSEE shall have the first right (right, but not the obligation) obligation to defend the LICENSED PATENTS against prosecute such infringement at its own expense. In such event, PENN shall cooperate with LICENSEE, at LICENSEE'S expense. LICENSEE shall not settle or interference in the FIELD and in the LICENSED TERRITORY by third parties. This right includes bringing any legal action for infringement and defending any counter claim of invalidity or action of a third party for declaratory judgment for non-infringement or non-interference. If, in the reasonable opinion of LICENSEE’s counsel, YALE is required to be a named party to compromise any such suit for standing purposesin a manner that poses any obligations or restrictions on PENN or grants any rights to the PENN TECHNICAL INFORMATION or the PENN PATENT RIGHTS, LICENSEE may join YALE as a party; provided, however, that (i) YALE shall not be the first named party in without PENN's written permission. 8.3 Financial recoveries from any such actionlitigation will first be applied to reimburse LICENSEE for its litigation expenditures with additional recoveries being paid to LICENSEE, (ii) subject to a royalty due PENN based on the pleadings and any public statements about provisions of Article 3 hereof. 8.4 Such rights of Section 8.2 shall be subject to the action shall state that the action is being pursued by LICENSEE and that LICENSEE has joined YALE as a party; and (iii) LICENSEE shall keep YALE reasonably apprised continuing right of all developments in any such action. LICENSEE may settle such suits solely in its own name and solely PENN to intervene at its PENN's own expense and through counsel join LICENSEE in any claim or suit for infringement of its own selection; provided, however, that no the PENN PATENT RIGHTS. Any consideration received by LICENSEE in settlement of any claim or suit shall be entered without YALE’s prior written consentshared between PENN and LICENSEE in proportion with their share of the litigation expenses in such infringement action. If counsel chosen by LICENSEE is reasonably acceptable to PENN, such consent for these purposes its litigation expenses should not be deemed to be unreasonably withheld. Without limiting include counsel fees. 8.5 In any infringement suit to enforce any of the foregoingPENN PATENT RIGHTS or the JOINT PATENT RIGHTS, YALE may withhold its consent to any settlement that would in any manner affect the validity, scope or enforceability of any LICENSED PATENT. LICENSEE shall bear the expense of such legal actions. Except for providing reasonable assistance (including joining such actions as described above)either party, at the request and expense of LICENSEEthe other party shall cooperate in all respects and, YALE to the fullest extent reasonably possible, shall have no obligation regarding its employees testify when requested and shall make available relevant records, papers, information, samples, specimens, and the legal actions described in Article 11.2 unless required like. This provision shall not be construed to participate by law. However, YALE shall have the right require either party to participate in undertake any such action through its own counsel and at its own expense. Any recovery shall first be applied to LICENSEE’s out of pocket expenses and second shall be applied to YALE’s out of pocket expensesactivities, including legal fees. YALE shall recover [***]% discovery, at the request of any excess recovery over those expenses. (b) In the event LICENSEE fails to initiate and pursue or participate in the actions described in Article 11.2(a) or in lieu of such actions to initiate negotiations for a sublicense of the infringer, and the infringement has not otherwise abated, within [***] of notification of infringement from YALE, YALE may, in its sole discretion, convert the LICENSE granted in Article 3 to a non-exclusive license. Additionally, YALE shall have the right to initiate legal action such third party except as that described in Article 11.2(a) at its own expense. If, in the reasonable opinion of YALE’s counsel, LICENSEE is may be required to be a named party to any such suit for standing purposes, YALE may join LICENSEE as party plaintiff to uphold the LICENSED PATENTS, provided, however, that YALE shall keep LICENSEE reasonably apprised of all developments in any such action. In such case, LICENSEE shall provide reasonable assistance to YALE if requested to do so, at YALE’s expense. YALE may settle such actions solely through its own counsel any recovery shall be retained by YALE. YALE may terminate the LICENSE in the country where such legal action is taken. (c) In the event LICENSEE is permanently enjoined from exercising its LICENSE under this Agreement pursuant to an infringement action brought by a third party, or if both LICENSEE and YALE elect not to undertake the defense or settlement lawful process of a suit alleging infringement for a period court of [***] from notice of such suit, then either party shall have the right to terminate this Agreement in the country where the suit was filed with respect to the LICENSED PATENT following [***] written notice to the other party in accordance with the terms of Article 15competent jurisdiction.

Infringement and Litigation. 11.1 9.1 Each party shall promptly notify the other in writing in the event that (a) it obtains knowledge of infringing activity by third partiesparties infringing or otherwise violating the intellectual property rights in the LICENSED TECHNOLOGIES, or (b) it is sued or threatened with an infringement suit, in any country in the LICENSED TERRITORY as a result of activities that concern the LICENSED PATENTSTECHNOLOGIES, and shall supply the other party with documentation of the infringing activities that it possesses. 11.2 9.2 During the TERM of this Agreement: (a) LICENSEE : LICENSOR shall have the first right (right, but not the obligation) , to assert and defend rights in the LICENSED PATENTS against TECHNOLOGIES respecting infringement or interference other violation of intellectual property rights in the LICENSED TECHNOLOGIES by third parties in the FIELD and in the LICENSED TERRITORY by third partiesusing counsel of its own selection. This right includes bringing any legal action for infringement and defending any counter claim of invalidity or action of a third party for respecting the LICENSED TECHNOLOGIES such as a counter claim or declaratory judgment for invalidity, non-infringement infringement, or non-interferenceunenforceability. If, in the reasonable opinion of LICENSOR’s and LICENSEE’s respective counsel, YALE LICENSEE is required to be a named party to any such suit for standing purposes, LICENSEE LICENSOR may join YALE LICENSEE as a party; provided, however, that (i) YALE LICENSEE shall not be the first named party in any such action, (ii) the pleadings and any public statements about the action shall state that the action is being pursued by LICENSEE LICENSOR and that LICENSEE LICENSOR has joined YALE LICENSEE as a party; and (iii) LICENSEE LICENSOR shall keep YALE LICENSEE reasonably apprised of all developments in any such action. LICENSEE may settle such suits solely in its shall bear their own name and solely at its own expense and through counsel of its own selection; provided, however, that no settlement shall be entered without YALE’s prior written consent, such consent not to be unreasonably withheld. Without limiting the foregoing, YALE may withhold its consent legal expenses with respect to any settlement that would in any manner affect the validity, scope or enforceability of any LICENSED PATENT. LICENSEE shall bear the expense of such legal actionslitigation. Except for providing reasonable assistance (including joining such actions as described above)assistance, at the request and expense of LICENSEELICENSOR, YALE LICENSEE shall have no obligation regarding the legal actions described in Article 11.2 10.2 unless required to participate by law. However, YALE LICENSEE shall have the right to participate in any such action through its own counsel and at its own expense. Any recovery shall first be applied to LICENSEELICENSOR’s out of pocket expenses and second shall be applied to YALELICENSEE’s out of pocket expenses, including legal fees. YALE LICENSEE shall recover [***]% fifty percent (50%) of any excess recovery over those expenses. (b) In the event LICENSEE fails to initiate and pursue or participate in the actions described in Article 11.2(a) or in lieu of such actions to initiate negotiations for a sublicense of the infringer, and the infringement has not otherwise abated, within [***] of notification of infringement from YALE, YALE may, in its sole discretion, convert the LICENSE granted in Article 3 to a non-exclusive license. Additionally, YALE shall have the right to initiate legal action such as that described in Article 11.2(a) at its own expense. If, in the reasonable opinion of YALE’s counsel, LICENSEE is required to be a named party to any such suit for standing purposes, YALE may join LICENSEE as party plaintiff to uphold the LICENSED PATENTS, provided, however, that YALE shall keep LICENSEE reasonably apprised of all developments in any such action. In such case, LICENSEE shall provide reasonable assistance to YALE if requested to do so, at YALE’s expense. YALE may settle such actions solely through its own counsel any recovery shall be retained by YALE. YALE may terminate the LICENSE in the country where such legal action is taken. (c) 9.3 In the event LICENSEE is permanently enjoined from exercising its LICENSE under this Agreement pursuant to an infringement action brought by a third party, or if both LICENSEE and YALE elect LICENSOR elects not to undertake the defense or settlement of a suit alleging infringement for a period of [***] six (6) months from notice of such suit, then either party shall have the right to terminate this Agreement in the country where the suit was filed with respect to the LICENSED PATENT licensed patent following [***] thirty (30) days’ written notice to the other party in accordance with the terms of Article 1513.

Infringement and Litigation. 11.1 10.1. Each party shall promptly notify the other in writing in the event that (a) it obtains knowledge of infringing activity by third partiesparties infringing or otherwise violating the intellectual property rights in the LICENSED TECHNOLOGIES, or (b) it is sued or threatened with an infringement suit, in any country in the LICENSED TERRITORY as a result of activities that concern the LICENSED PATENTSTECHNOLOGIES, and shall supply the other party with documentation of the infringing activities that it possesses. 11.2 10.2. During the TERM of this Agreement: (ai) LICENSEE shall have the first right (right, but not the obligation) , to assert and defend rights in the LICENSED PATENTS against TECHNOLOGIES respecting infringement or interference other violation of intellectual property rights in the LICENSED TECHNOLOGIES by third parties in the FIELD and in the LICENSED TERRITORY by third partiesusing counsel of its own selection. This right includes bringing any legal action for infringement and defending any counter claim of invalidity or action of a third party for respecting the LICENSED TECHNOLOGIES such as a counter claim or declaratory judgment for invalidity, non-infringement infringement, or non-interferenceunenforceability. If, in the reasonable opinion of LICENSEE’s and XXXXXXX’x respective counsel, YALE MOFFITT is required to be a named party to any such suit for standing purposes, LICENSEE may join YALE MOFFITT as a party; provided, however, that (i) YALE MOFFITT shall not be the first named party in any such action, (ii) the pleadings and any public statements about the action shall state that the action is being pursued by LICENSEE and that LICENSEE has joined YALE MOFFITT as a party; and (iii) LICENSEE shall keep YALE MOFFITT reasonably apprised of all developments in any such action. LICENSEE may settle such suits solely in its own name and solely at its own expense and through counsel of its own selection; provided, however, that no settlement shall be entered without YALE’s only with XXXXXXX’x prior written consent, such consent not to be unreasonably withheld. Without limiting the foregoing, YALE may withhold its consent to any settlement that would in any manner affect the validity, scope or enforceability of any LICENSED PATENT. LICENSEE shall bear the expense of such legal actions, including XXXXXXX’x expenses. Except for providing reasonable assistance (including joining such actions as described above)assistance, at the request and expense of LICENSEE, YALE MOFFITT shall have no obligation regarding the legal actions described in Article 11.2 Section 10.2 unless required to participate by law. However, YALE MOFFITT shall have the right to participate in any such action through its own counsel and at its own expense. Any recovery shall first be applied to LICENSEE’s out of pocket expenses and second shall be applied to YALE’s XXXXXXX’x out of pocket expenses, including legal fees. YALE shall recover fees and [***]% ] percent ([***] %) of any excess recovery over those expensesthe remainder shall be paid to LICENSEE and [***] percent ([***] %) of the remainder shall be paid to MOFFITT. (bii) In the event LICENSEE fails to initiate and pursue or participate in the actions described in Article 11.2(athe preceding paragraph (a) within sixty (60) days of LICENSEE first becoming aware of an infringement or other violation of intellectual property rights in lieu of the LICENSED TECHNOLOGIES or (b) upon notice by LICENSEE to MOFFITT that it does not intend to initiate, pursue or participate in such actions to initiate negotiations for a sublicense of the infringeraction(s), and the infringement has not otherwise abatedwhichever is earlier, within [***] of notification of infringement from YALE, YALE may, in its sole discretion, convert the LICENSE granted in Article 3 to a non-exclusive license. Additionally, YALE MOFFITT shall have the right to initiate or take over such legal action such as that described in Article 11.2(a) at its own expense. If, in expense and MOFFITT may use the reasonable opinion name of YALE’s counsel, LICENSEE is required to be a named party to any such suit for standing purposes, YALE may join LICENSEE as a party plaintiff to uphold the LICENSED PATENTS, provided, however, that YALE shall keep LICENSEE reasonably apprised of all developments in any such action. In such case, LICENSEE shall provide reasonable assistance to YALE MOFFITT if requested to do so, at YALE’s expense. YALE MOFFITT may settle such actions solely through its own counsel any counsel. Any recovery shall first be retained by YALE. YALE may terminate applied to XXXXXXX’x out of pocket expenses and second shall be applied to LICENSEE’s out of pocket expenses, including legal fees and [***] percent ([***]%) of the LICENSE in remainder shall be paid to MOFFITT and [***] percent ([***]%) of the country where such legal action is takenremainder shall be paid to LICENSEE. (c) 10.3. In the event LICENSEE is permanently enjoined from exercising its LICENSE under this Agreement pursuant to an infringement action brought by a third party, or if both LICENSEE and YALE MOFFITT elect not to undertake the defense or settlement of a suit alleging infringement for a period of [***] six (6) months from notice of such suit, then either party shall have the right to terminate this Agreement shall not be in effect in the country where the suit was filed with respect to the LICENSED PATENT following [***] written notice to the other party in accordance with the terms of Article 15licensed patent.

Infringement and Litigation. 11.1 10.1. Each party shall promptly notify the other in writing in the event that (a) it obtains knowledge of infringing activity by third partiesparties infringing or otherwise violating the intellectual property rights in the LICENSED TECHNOLOGIES, or (b) it is sued or threatened with an infringement suit, in any country in the LICENSED TERRITORY as a result of activities that concern the LICENSED PATENTSTECHNOLOGIES, and shall supply the other party with documentation of the infringing activities that it possesses. 11.2 10.2. During the TERM of this Agreement: (ai) LICENSEE shall have the first right (right, but not the obligation) , to assert and defend rights in the LICENSED PATENTS against TECHNOLOGIES respecting infringement or interference other violation of intellectual property rights in the LICENSED TECHNOLOGIES by third parties in the FIELD and in the LICENSED TERRITORY by third partiesusing counsel of its own selection. This right includes bringing any legal action for infringement and defending any counter claim of invalidity or action of a third party for respecting the LICENSED TECHNOLOGIES such as a counter claim or declaratory judgment for invalidity, non-infringement infringement, or non-interferenceunenforceability. If, in the reasonable opinion of LICENSEE’s and XXXXXXX’x respective counsel, YALE MOFFITT is required to be a named party to any such suit for standing purposes, LICENSEE may join YALE MOFFITT as a party; provided, however, that (i) YALE MOFFITT shall not be the first named party in any such action, (ii) the pleadings and any public statements about the action shall state that the action is being pursued by LICENSEE and that LICENSEE has joined YALE MOFFITT as a party; and (iii) LICENSEE shall keep YALE MOFFITT reasonably apprised of all developments in any such action. LICENSEE may settle such suits solely in its own name and solely at its own expense and through counsel of its own selection; provided, however, that no settlement shall be entered without YALE’s only with XXXXXXX’x prior written consent, such consent not to be unreasonably withheld. Without limiting the foregoing, YALE may withhold its consent to any settlement that would in any manner affect the validity, scope or enforceability of any LICENSED PATENT. LICENSEE shall bear the expense of such legal actions, including XXXXXXX’x expenses. Except for providing reasonable assistance (including joining such actions as described above)assistance, at the request and expense of LICENSEE, YALE MOFFITT shall have no obligation regarding the legal actions described in Article 11.2 Section 10.2 unless required to participate by law. However, YALE MOFFITT shall have the right to participate in any such action through its own counsel and at its own expense. Any recovery shall first be applied to LICENSEE’s out of pocket expenses and second shall be applied to YALE’s XXXXXXX’x out of pocket expenses, including legal fees. YALE shall recover fees and [***] percent ([***]% %) of any excess recovery over those expensesthe remainder shall be paid to LICENSEE and [***] percent ([***]%) of the remainder shall be paid to MOFFITT. (bii) In the event LICENSEE fails to initiate and pursue or participate in the actions described in Article 11.2(athe preceding paragraph (a) within sixty (60) days of LICENSEE first becoming aware of an infringement or other violation of intellectual property rights in lieu of the LICENSED TECHNOLOGIES or (b) upon notice by LICENSEE to MOFFITT that it does not intend to initiate, pursue or participate in such actions to initiate negotiations for a sublicense of the infringeraction(s), and the infringement has not otherwise abatedwhichever is earlier, within [***] of notification of infringement from YALE, YALE may, in its sole discretion, convert the LICENSE granted in Article 3 to a non-exclusive license. Additionally, YALE MOFFITT shall have the right to initiate or take over such legal action such as that described in Article 11.2(a) at its own expense. If, in expense and MOFFITT may use the reasonable opinion name of YALE’s counsel, LICENSEE is required to be a named party to any such suit for standing purposes, YALE may join LICENSEE as a party plaintiff to uphold the LICENSED PATENTS, provided, however, that YALE shall keep LICENSEE reasonably apprised of all developments in any such action. In such case, LICENSEE shall provide reasonable assistance to YALE MOFFITT if requested to do so, at YALE’s expense. YALE MOFFITT may settle such actions solely through its own counsel any counsel. Any recovery shall first be retained by YALE. YALE may terminate applied to XXXXXXX’x out of pocket expenses and second shall be applied to LICENSEE’s out of pocket expenses, including legal fees and [***] percent ([***]%) of the LICENSE in remainder shall be paid to MOFFITT and [***] percent ([***]%) of the country where such legal action is takenremainder shall be paid to LICENSEE. (c) 10.3. In the event LICENSEE is permanently enjoined from exercising its LICENSE under this Agreement pursuant to an infringement action brought by a third party, or if both LICENSEE and YALE MOFFITT elect not to undertake the defense or settlement of a suit alleging infringement for a period of [***] six (6) months from notice of such suit, then either party shall have the right to terminate this Agreement shall not be in effect in the country where the suit was filed with respect to the LICENSED PATENT following [***] written notice to the other party in accordance with the terms of Article 15licensed patent.

Infringement and Litigation. 11.1 10.1. Each party shall promptly notify the other in writing in the event that (a) it obtains knowledge of infringing activity by third partiesparties infringing or otherwise violating the INTELLECTUAL PROPERTY RIGHTS in the LICENSED TECHNOLOGIES, or (b) it is sued or threatened with an infringement suit, in any country in the LICENSED TERRITORY as a result of activities that concern the LICENSED PATENTSTECHNOLOGIES, and shall supply the other party with documentation of the infringing activities that it possesses. 11.2 10.2. During the TERM of this Agreement: (a) i. LICENSEE shall have the first right (right, but not the obligation) , to assert and defend rights in the LICENSED PATENTS against TECHNOLOGIES respecting infringement or interference other violation of INTELLECTUAL PROPERTY RIGHTS in the LICENSED TECHNOLOGIES by third parties in the FIELD and in the LICENSED TERRITORY by third partiesusing counsel of its own selection. This right includes bringing any legal action for infringement and defending any counter claim of invalidity or action of a third party for respecting the LICENSED TECHNOLOGIES such as a counter claim or declaratory judgment for invalidity, non-infringement infringement, or non-interferenceunenforceability. If, in the reasonable opinion of LICENSEE’s counsel, YALE PROMAB is required to be a named party to any such suit for standing purposes, LICENSEE may join YALE PROMAB as a party; provided, however, that (i) YALE PROMAB shall not be the first named party in any such action, (ii) the pleadings and any public statements about the action shall state that the action is being pursued by LICENSEE and that LICENSEE has joined YALE PROMAB as a party; and (iii) LICENSEE shall keep YALE PROMAB reasonably apprised of all developments in any such action. LICENSEE may settle such suits solely in its own name and solely at its own expense and through counsel of its own selection; provided, however, that no settlement shall be entered without YALEonly with PROMAB’s prior written consent, such consent which shall not to be unreasonably withheld. Without limiting the foregoing, YALE may withhold its consent to any settlement that would in any manner affect the validityconditioned, scope or enforceability of any LICENSED PATENTdelayed. LICENSEE shall bear the expense of such legal actions, including PROMAB’s expenses. Except for providing reasonable assistance (including joining such actions as described above)assistance, at the request and expense of LICENSEE, YALE including but not limited to cooperating with LICENSEE in any such action with respect to discovery, production of evidence, or attendance in court proceedings, PROMAB shall have no obligation regarding the legal actions described in Article 11.2 10.2 unless required to participate by law. However, YALE PROMAB shall have the right to participate in any such action through its own counsel and at its own expense. Any recovery shall first be applied to LICENSEE’s out of pocket expenses and second shall be applied to YALEPROMAB’s out of pocket expenses, including legal fees. YALE PROMAB shall recover [***]% ] of any excess recovery over those expenses. (b) ii. In the event LICENSEE fails to initiate and pursue or participate in the actions described in Article 11.2(athe preceding paragraph (a) within sixty (60) days of LICENSEE first becoming aware of an infringement or other violation of INTELLECTUAL PROPERTY RIGHTS in lieu of the LICENSED TECHNOLOGIES or (b) upon notice by LICENSEE to PROMAB that it does not intend to initiate, pursue or participate in such actions to initiate negotiations for a sublicense of the infringeraction(s), and the infringement has not otherwise abatedwhichever is earlier, within [***] of notification of infringement from YALE, YALE may, in its sole discretion, convert the LICENSE granted in Article 3 to a non-exclusive license. Additionally, YALE PROMAB shall have the right to initiate or take over such legal action such as that described in Article 11.2(a) at its own expenseexpense and PROMAB may use the name of LICENSEE as a party in such action. If, in the reasonable opinion of YALE’s counselIn such case, LICENSEE is required shall provide reasonable assistance to be a named party PROMAB if requested to any such suit for standing purposes, YALE may join LICENSEE as party plaintiff to uphold the LICENSED PATENTS, provided, however, that YALE do so. PROMAB shall keep LICENSEE reasonably apprised of all developments in any such action. In such case, LICENSEE shall provide reasonable assistance to YALE if requested to do so, at YALE’s expense. YALE PROMAB may settle such actions solely through its own counsel counsel. However, in the event that any such settlement may have a material effect on the LICENSE rights granted to LICENSEE under this Agreement, PROMAB shall not settle any such action without first consulting with LICENSEE and obtaining LICENSEE’s prior written consent, which shall not be unreasonably withheld. Any recovery shall be retained split between PROMAB and LICENSEE on a pro rata basis as determined by YALE. YALE may terminate the LICENSE relative total out of pocket and legal expenses incurred by each party in pursuing the country where such legal action is takensolely through PROMAB’s counsel and settled in favor of PROMAB. (c) 10.3. In the event LICENSEE is permanently enjoined from exercising its LICENSE under this Agreement pursuant to an infringement action brought by a third party, or if both LICENSEE and YALE PROMAB elect not to undertake the defense or settlement of a suit alleging infringement for a period of [***] six (6) months from notice of such suit, then either party shall have the right to terminate this Agreement in the country where the suit was filed with respect to the LICENSED PATENT licensed patent following [***] thirty (30) days’ written notice to the other party in accordance with the terms of Article 1514.

Infringement and Litigation. 11.1 10.1. Each party shall promptly notify the other in writing in the event that (a) it obtains knowledge of infringing activity by third partiesparties infringing or otherwise violating the intellectual property rights in the LICENSED PATENT RIGHTS, or (b) it is sued or threatened with an infringement suit, in any country in the LICENSED TERRITORY as a result of activities that concern the LICENSED PATENTSPATENT RIGHTS, and shall supply the other party with documentation of the infringing activities that it possesses. 11.2 10.2. During the TERM of this Agreement: (a) LICENSEE shall have the first right (right, but not the obligation) , to assert and defend rights in the LICENSED PATENTS against PATENT RIGHTS respecting infringement or interference other violation of intellectual property rights in the LICENSED PATENT RIGHTS by third parties in the FIELD and in the LICENSED TERRITORY by third partiesusing counsel of its own selection. This right includes bringing any legal action for infringement and defending any counter claim of invalidity or action of a third party for respecting the LICENSED TECHNOLOGIES such as a counter claim or declaratory judgment for invalidity, non-infringement infringement, or non-interferenceunenforceability. If, in the reasonable opinion of LICENSEE’s and XXXXXXX’x respective counsel, YALE MOFFITT is required to be a named party to any such suit for standing purposes, LICENSEE may join YALE MOFFITT as a party; provided, however, that (i) YALE MOFFITT shall not be the first named party in any such action, (ii) the pleadings and any public statements about the action shall state that the action is being pursued by LICENSEE and that LICENSEE has joined YALE MOFFITT as a party; and (iii) LICENSEE shall keep YALE MOFFITT reasonably apprised of all developments in any such action. LICENSEE may settle such suits solely in its own name and solely at its own expense and through counsel of its own selection; provided, however, that no settlement shall be entered without YALE’s only with XXXXXXX’x prior written consent, such consent not to be unreasonably withheld. Without limiting the foregoing, YALE may withhold its consent to any settlement that would in any manner affect the validity, scope or enforceability of any LICENSED PATENT. LICENSEE shall bear the expense of such legal actionsactions where LICENSEE joins MOFFITT as a party, including XXXXXXX’x reasonable expenses. Except for providing reasonable assistance (including joining such actions as described above)assistance, at the request and expense of LICENSEE, YALE MOFFITT shall have no obligation regarding the legal actions described in Article 11.2 10.2 unless required to participate by law. However, YALE MOFFITT shall have the right to participate in any such action through its own counsel and at its own expense. Any recovery shall first be applied to LICENSEE’s out of pocket expenses and second shall be applied to YALE’s XXXXXXX’x out of pocket expenses, including legal fees. YALE MOFFITT shall recover [***]% ten percent (10%) of any excess recovery over those expenses. (b) In the event LICENSEE fails to initiate and pursue or participate in the actions described in Article 11.2(athe preceding paragraph (a) within sixty (60) days of LICENSEE first becoming aware of an infringement or other violation of intellectual property rights in lieu of the LICENSED PATENT RIGHTS or (b) upon notice by LICENSEE to MOFFITT that it does not intend to initiate, pursue or participate in such actions to initiate negotiations for a sublicense of the infringeraction(s), and the infringement has not otherwise abatedwhichever is earlier, within [***] of notification of infringement from YALE, YALE may, in its sole discretion, convert the LICENSE granted in Article 3 to a non-exclusive license. Additionally, YALE MOFFITT shall have the right to initiate or take over such legal action such as that described in Article 11.2(a) at its own expense. If, in expense and MOFFITT may use the reasonable opinion name of YALE’s counsel, LICENSEE is required to be a named party to any such suit for standing purposes, YALE may join LICENSEE as a party plaintiff to uphold the LICENSED PATENTS, provided, however, that YALE shall keep LICENSEE reasonably apprised of all developments in any such action. In such case, LICENSEE shall provide reasonable assistance to YALE MOFFITT if requested to do so, at YALE’s expense. YALE MOFFITT may settle such actions solely through its own counsel any counsel. Any recovery shall be retained split between MOFFITT and LICENSEE on a pro rata basis as determined by YALE. YALE may terminate the LICENSE relative total out of pocket and legal expenses incurred by each party in pursuing the country where such legal action is takenaction. (c) 10.3. In the event LICENSEE is permanently enjoined from exercising its LICENSE under this Agreement pursuant to an infringement action brought by a third party, or if both LICENSEE and YALE MOFFITT elect not to undertake the defense or settlement of a suit alleging infringement for a period of [***] six (6) months from notice of such suit, then either party shall have the right to terminate this Agreement (and all obligations and rights therein) in the country where the suit was filed with respect to the LICENSED PATENT licensed patent following [***] thirty (30) days’ written notice to the other party in accordance with the terms of Article 1514.

Infringement and Litigation. 11.1 Each party 7.1 PENN and COMPANY are responsible for notifying each other promptly of any known or suspected infringement of PENN PATENT RIGHTS, which may come to their attention after the EFFECTIVE DATE. PENN and COMPANY shall promptly notify consult one another in a timely manner concerning an appropriate response to the other in writing in the event that it obtains knowledge of infringing activity by third parties, or is sued or threatened with an infringement suit, in any country in the LICENSED TERRITORY as a result of activities that concern the LICENSED PATENTS, and shall supply the other party with documentation of the infringing activities that it possessesinfringement. 11.2 During the TERM of this Agreement: (a) LICENSEE 7.2 COMPANY may prosecute such infringement at its own expense. COMPANY shall have the first right (but not the obligation) to defend the LICENSED PATENTS against infringement settle or interference in the FIELD and in the LICENSED TERRITORY by third parties. This right includes bringing any legal action for infringement and defending any counter claim of invalidity or action of a third party for declaratory judgment for non-infringement or non-interference. If, in the reasonable opinion of LICENSEE’s counsel, YALE is required to be a named party to compromise any such suit in a manner that imposes any obligations or restrictions on PENN or grants any rights to the PENN PATENT RIGHTS, without PENN’s prior written permission. Financial recoveries from any such litigation will first be applied to reimburse COMPANY for standing purposesits litigation expenditures with additional recoveries being paid to COMPANY, LICENSEE may subject to lost royalty due PENN based on such infringement. 7.3 COMPANY’s rights under Section 7.2 are subject to the continuing right of PENN to intervene at PENN’s own expense and join YALE as a party; provided, however, that (i) YALE shall not be the first named party COMPANY in any claim or suit for infringement of the PENN PATENT RIGHTS. Any consideration received by PENN or COMPANY in settlement of any claim or suit shall be shared between PENN and COMPANY in proportion with each party’s share of the litigation expenses reasonably incurred in such infringement action. 7.4 If COMPANY fails to prosecute any material infringement of PENN PATENT RIGHTS, (ii) the pleadings and any public statements about the action shall state that the action is being pursued by LICENSEE and that LICENSEE has joined YALE as a party; and (iii) LICENSEE shall keep YALE reasonably apprised of all developments in any PENN may prosecute such action. LICENSEE may settle such suits solely in its own name and solely material infringement at its own expense and through counsel expense. In such event, financial recoveries will be entirely retained by PENN. 7.5 In any action to enforce any of its own selection; providedthe PENN PATENT RIGHTS, however, that no settlement shall be entered without YALE’s prior written consent, such consent not to be unreasonably withheld. Without limiting the foregoing, YALE may withhold its consent to any settlement that would in any manner affect the validity, scope or enforceability of any LICENSED PATENT. LICENSEE shall bear the expense of such legal actions. Except for providing reasonable assistance (including joining such actions as described above)either party, at the request and reasonable expense of LICENSEEthe other party, YALE shall have no obligation regarding cooperate to the legal actions described in Article 11.2 unless required fullest extent reasonably possible. This provision shall not be construed to participate by law. However, YALE shall have the right require either party to participate in undertake any such action through its own counsel and at its own expense. Any recovery shall first be applied to LICENSEE’s out of pocket expenses and second shall be applied to YALE’s out of pocket expensesactivities, including legal fees. YALE shall recover [***]% discovery, at the request of any excess recovery over those expenses. (b) In the event LICENSEE fails to initiate and pursue or participate in the actions described in Article 11.2(a) or in lieu of such actions to initiate negotiations for a sublicense of the infringer, and the infringement has not otherwise abated, within [***] of notification of infringement from YALE, YALE may, in its sole discretion, convert the LICENSE granted in Article 3 to a non-exclusive license. Additionally, YALE shall have the right to initiate legal action such third party except as that described in Article 11.2(a) at its own expense. If, in the reasonable opinion of YALE’s counsel, LICENSEE is may be required to be a named party to any such suit for standing purposes, YALE may join LICENSEE as party plaintiff to uphold the LICENSED PATENTS, provided, however, that YALE shall keep LICENSEE reasonably apprised of all developments in any such action. In such case, LICENSEE shall provide reasonable assistance to YALE if requested to do so, at YALE’s expense. YALE may settle such actions solely through its own counsel any recovery shall be retained by YALE. YALE may terminate the LICENSE in the country where such legal action is taken. (c) In the event LICENSEE is permanently enjoined from exercising its LICENSE under this Agreement pursuant to an infringement action brought by a third party, or if both LICENSEE and YALE elect not to undertake the defense or settlement lawful process of a suit alleging infringement for a period court of [***] from notice of such suit, then either party shall have the right to terminate this Agreement in the country where the suit was filed with respect to the LICENSED PATENT following [***] written notice to the other party in accordance with the terms of Article 15competent jurisdiction.

Infringement and Litigation. 11.1 Each party 7.1 PENN and LICENSEE are responsible for notifying each other promptly of any infringement of PENN PATENT RIGHTS which may come to their attention. PENN and LICENSEE shall promptly notify consult one another in a timely manner concerning any appropriate response thereto. 7.2 LICENSE shall have the other right, but not the obligation to prosecute such infringement at its own expense. LICENSE shall not settle or compromise any such suit in writing in a manner that imposes any obligations or restrictions on PENN or grants any rights to the event that it obtains knowledge PENN TECHNICAL INFORMATION or the PENN PATENT RIGHTS, without PENN'S written permission. Financial recoveries from any such litigation will first be applied to reimburse LICENSEE for its litigation expenditures with additional recoveries being paid to LICENSEE, subject to a royalty due PENN based on the provisions of infringing activity by third parties, or is sued or threatened with an infringement suit, Article 3 hereof. 7.3 Such rights of Section 7.2 shall be subject to the continuing right of PENN to intervene at PENN's own expense and join LICENSEE in any country claim or suit for infringement of the PENN PATENT RIGHTS. Any considerations received by LICENSEE in settlement of any claim or suit shall be shared between PENN and LICENSEE in proportion with their share of the LICENSED TERRITORY as a result litigation expenses in such infringement action. If counsel chosen by LICENSEE is reasonably acceptable to PENN, for these purposes, PENN's litigation expenses shall not be deemed to include counsel fees. 7.4 If LICENSEE fails to prosecute such infringement, PENN shall have the right, but not the obligation, to prosecute such infringement at its own expense. In such event, financial recoveries will be entirely retained by PENN. 7.5 In any action to enforce any of activities that concern the LICENSED PATENTSPENN PATENT RIGHTS either party, at the request and shall supply expense of the other party with documentation shall cooperate to the fullest extent reasonably possible. This provision shall not be construed to require either party to undertake any activities, including legal discovery, at the request of the infringing activities that it possessesany third party except as may be required by lawful process of a court of competent jurisdiction. 11.2 During 7.6 In the TERM event an infringement action is brought by a third party claiming that the PENN TECHNICAL INFORMATION or PENN PATENT RIGHTS or any PENN LICENSED PRODUCT infringes or violates any patent, copyright, trademark or other intellectual property rights of such third party, LICENSEE's first obligation shall be to defend, indemnify and hold harmless the Indemnified Parties at the extent provided in Article 8 of this AgreementAGREEMENT. While such a third party infringement action is pending, all royalties and other payments required to made any LICENSEE under Article 3 shall be held in an interest-bearing escrow account established as a joint account in the names of LICENSEE and PENN (hereinafter referred to as the "Account"). 7.6.1 Upon determination by a court of competent jurisdiction from which no appeal has been or can be taken that no infringement occurred, and following satisfaction of LICENSEE's obligation under Article 8, the payments held in the Account shall be used as follows: (a) LICENSEE shall have be entitled to deduct from the first right Account an amount equal to fifty percent (but not the obligation50%) to defend the LICENSED PATENTS against infringement or interference in the FIELD and in the LICENSED TERRITORY by third parties. This right includes bringing any legal action for infringement and defending any counter claim of invalidity or action of a third party for declaratory judgment for non-infringement or non-interference. If, in the reasonable opinion of LICENSEE’s counsel, YALE is required to be a named party to any 's costs and expenses incurred in defending such suit for standing purposes, LICENSEE may join YALE as a party; provided, however, that (i) YALE shall not be the first named party in any such infringement action, (ii) the pleadings and any public statements about the action shall state that the action is being pursued by LICENSEE and that LICENSEE has joined YALE as a party; and (iiib) any amount remaining the Account after such deduction shall be paid to PENN. 7.6.2 Upon a determination by a court of competent jurisdiction from which no appeal has been or can be taken than an infringement occurred, LICENSEE and PENN shall meet to agree upon a schedule and terms for the resumption of the payment to PENN of royalties and other payments consistent with the court's determination and the effect of such determination on rights licensed under this AGREEMENT, and PENN shall take whatever action is necessary to (a) LICENSEE shall keep YALE reasonably apprised of all developments in any such action. LICENSEE may settle such suits solely in its own name and solely at its own expense and through counsel of its own selection; provided, however, that no settlement shall be entered without YALE’s prior written consent, such consent not entitled to be unreasonably withheld. Without limiting deduct from the foregoing, YALE may withhold its consent Account an amount equal to any settlement that would in any manner affect the validity, scope or enforceability of any LICENSED PATENT. LICENSEE shall bear the expense of such legal actions. Except for providing reasonable assistance one hundred percent (including joining such actions as described above), at the request and expense 100%) of LICENSEE, YALE shall have no obligation regarding the legal actions described 's costs and expenses incurred in Article 11.2 unless required to participate by law. However, YALE shall have the right to participate in any defending such action through its own counsel infringement action; and at its own expense. Any recovery shall first be applied to LICENSEE’s out of pocket expenses and second shall be applied to YALE’s out of pocket expenses, including legal fees. YALE shall recover [***]% of any excess recovery over those expenses. (b) In the event LICENSEE fails to initiate and pursue or participate any amount remaining in the actions described Account after such deduction shall be paid to PENN. 7.6.3 In no event shall the provisions of this Article 7; (a) in any way limit LICENSEE's obligations to defend, indemnify and hold harmless the Indemnified Parties as required in Article 11.2(a8; and (b) require PENN to refund any royalties or in lieu other payments received by PENN prior to the commencement of such actions to initiate negotiations for a sublicense of the infringer, and the infringement has not otherwise abated, within [***] of notification of infringement from YALE, YALE may, in its sole discretion, convert the LICENSE granted in Article 3 to a non-exclusive license. Additionally, YALE shall have the right to initiate legal action such as that described in Article 11.2(a) at its own expense. If, in the reasonable opinion of YALE’s counsel, LICENSEE is required to be a named party to any such suit for standing purposes, YALE may join LICENSEE as party plaintiff to uphold the LICENSED PATENTS, provided, however, that YALE shall keep LICENSEE reasonably apprised of all developments in any such action. In such case, LICENSEE shall provide reasonable assistance to YALE if requested to do so, at YALE’s expense. YALE may settle such actions solely through its own counsel any recovery shall be retained by YALE. YALE may terminate the LICENSE in the country where such legal action is taken. (c) In the event LICENSEE is permanently enjoined from exercising its LICENSE under this Agreement pursuant to an infringement action brought by a third party, or if both LICENSEE and YALE elect not to undertake the defense or settlement of a suit alleging infringement for a period of [***] from notice of such suit, then either party shall have the right to terminate this Agreement in the country where the suit was filed with respect to the LICENSED PATENT following [***] written notice to the other party in accordance with the terms of Article 15action.

Infringement and Litigation. 11.1 Each party shall 7.1 PENN and MYRIAD are responsible for notifying each other promptly notify of any infringement of JOINT PATENT RIGHTS which may come to their attention, including notice to the other of any certification filed under the United States “Drug Price Competition and Patent Term Restoration Act of 1984”. PENN and MYRIAD shall consult one another in writing in the event that it obtains knowledge of infringing activity by third parties, or is sued or threatened with an infringement suit, in a timely manner concerning any country in the LICENSED TERRITORY as a result of activities that concern the LICENSED PATENTS, and shall supply the other party with documentation of the infringing activities that it possessesappropriate response thereto. 11.2 During the TERM of this Agreement: (a) LICENSEE 7.2 MYRIAD shall have the right, but not the obligation to prosecute such infringement at its own expense. MYRIAD shall not settle or compromise any such suit in a manner that imposes any obligations or restrictions on PENN or grants any rights to the JOINT PATENT RIGHTS, without PENN’S written permission. Financial recoveries from any such litigation will first right (be applied to reimburse MYRIAD for its litigation expenditures with additional recoveries being paid to MYRIAD, subject to a royalty due PENN based on the provisions of Article 3 hereof. 7.3 If MYRIAD fails to prosecute such infringement, PENN shall have the right, but not the obligation) , to defend the LICENSED PATENTS against prosecute such infringement or interference in the FIELD and in the LICENSED TERRITORY by third parties. This right includes bringing any legal action for infringement and defending any counter claim of invalidity or action of a third party for declaratory judgment for non-infringement or non-interference. If, in the reasonable opinion of LICENSEE’s counsel, YALE is required to be a named party to any such suit for standing purposes, LICENSEE may join YALE as a party; provided, however, that (i) YALE shall not be the first named party in any such action, (ii) the pleadings and any public statements about the action shall state that the action is being pursued by LICENSEE and that LICENSEE has joined YALE as a party; and (iii) LICENSEE shall keep YALE reasonably apprised of all developments in any such action. LICENSEE may settle such suits solely in its own name and solely at its own expense and through counsel expense. In such event, financial recoveries will be entirely retained by PENN. 7.4 In any action to enforce any of its own selection; providedthe JOINT PATENT RIGHTS, however, that no settlement shall be entered without YALE’s prior written consent, such consent not to be unreasonably withheld. Without limiting the foregoing, YALE may withhold its consent to any settlement that would in any manner affect the validity, scope or enforceability of any LICENSED PATENT. LICENSEE shall bear the expense of such legal actions. Except for providing reasonable assistance (including joining such actions as described above)either party, at the request and expense of LICENSEE, YALE the other party shall have no obligation regarding cooperate to the legal actions described in Article 11.2 unless required fullest extent reasonably possible. This provision shall not be construed to participate by law. However, YALE shall have the right require either party to participate in undertake any such action through its own counsel and at its own expense. Any recovery shall first be applied to LICENSEE’s out of pocket expenses and second shall be applied to YALE’s out of pocket expensesactivities, including legal fees. YALE shall recover [***]% discovery, at the request of any excess recovery over those expenses. (b) In the event LICENSEE fails to initiate and pursue or participate in the actions described in Article 11.2(a) or in lieu of such actions to initiate negotiations for a sublicense of the infringer, and the infringement has not otherwise abated, within [***] of notification of infringement from YALE, YALE may, in its sole discretion, convert the LICENSE granted in Article 3 to a non-exclusive license. Additionally, YALE shall have the right to initiate legal action such third party except as that described in Article 11.2(a) at its own expense. If, in the reasonable opinion of YALE’s counsel, LICENSEE is may be required to be a named party to any such suit for standing purposes, YALE may join LICENSEE as party plaintiff to uphold the LICENSED PATENTS, provided, however, that YALE shall keep LICENSEE reasonably apprised of all developments in any such action. In such case, LICENSEE shall provide reasonable assistance to YALE if requested to do so, at YALE’s expense. YALE may settle such actions solely through its own counsel any recovery shall be retained by YALE. YALE may terminate the LICENSE in the country where such legal action is taken. (c) In the event LICENSEE is permanently enjoined from exercising its LICENSE under this Agreement pursuant to an infringement action brought by a third party, or if both LICENSEE and YALE elect not to undertake the defense or settlement lawful process of a suit alleging infringement for a period court of [***] from notice of such suit, then either party shall have the right to terminate this Agreement in the country where the suit was filed with respect to the LICENSED PATENT following [***] written notice to the other party in accordance with the terms of Article 15competent jurisdiction.

Infringement and Litigation. 11.1 11.1. Each party shall promptly notify the other in writing in the event that it obtains knowledge of infringing activity by third parties, or is sued or threatened with an infringement inf•ingement suit, in any country in the LICENSED TERRITORY as a result of activities that concern the LICENSED PATENTS, PATENTS and shall supply the other party with documentation of the infringing activities that it possesses. 11.2 11.2. During the TERM of this Agreement: (a) LICENSEE shall have the first right (but not the obligation) and obligation to use REASONABLE COMMERCIAL EFFORTS to defend the LICENSED PATENTS LECENSED PA’1ENTS against infringement or interference in the FIELD and in the LICENSED TERRITORY by third parties. This right and obligation includes bringing any legal action for infringement and defending any counter claim of invalidity or action of a third party for declaratory judgment for non-infringement or non-interference. If, in the reasonable opinion of both LICENSEE’s and YALE’s respective counsel, YALE is required to be a named party to any such suit for standing purposes, LICENSEE may join YALE as a party; provided, however, that (i) YALE shall not be the first named party in any such action, (ii) the pleadings and any public statements about the action shall state that the action is being pursued by LICENSEE and that LICENSEE has joined YALE as a party; and (iii) LICENSEE shall keep YALE reasonably apprised of all developments in any such action. LICENSEE may settle such suits solely in its own name and solely at its own expense and through counsel of its own selection; provided, however, that no settlement shall be entered without YALE’s prior written consent, such consent not to be unreasonably withheld. Without limiting the foregoing, YALE may withhold its consent to any settlement that would in any manner affect the validity, scope or enforceability of any LICENSED PATENT. LICENSEE shall bear the expense of such legal actions. Except for providing reasonable assistance (including joining such actions as described above)assistance, at the request and expense of LICENSEE, YALE shall have no obligation regarding the legal actions described in Article 11.2 unless required to participate by law. However, YALE shall have the right to participate in any such action through its own counsel and at its own expense. Any recovery shall first be applied to LICENSEE’s out of pocket expenses expenses, including legal fees, and second shall be applied to YALE’s out of pocket expenses, including legal fees. YALE shall recover [***]amounts awarded for lost sales at the royalty rate for those sales as described in Article 6.1 and 25% of any excess recovery over those expensesadditional compensation that may be awarded. (b) In the event LICENSEE fails to exercise REASONABLE COMMERCIAL EFFORTS to initiate and pursue or participate in the actions described in Article 11.2(a) or in lieu within sixty (60) days of such actions to initiate negotiations for a sublicense of the infringer, and the infringement has not otherwise abated, within [***] of (a) notification of infringement from YALEYALE or (b) the date LICENSEE otherwise first becomes aware of an infringement, YALE may, in its sole discretion, convert the LICENSE granted in Article 3 to a non-exclusive license. Additionallywhichever is earlier, YALE shall have the right to initiate such legal action such as that described in Article 11.2(a) at its own expense. If, in the reasonable opinion of YALE’s counsel, LICENSEE is required to be a named party to any such suit for standing purposes, expense and YALE may join use the name of LICENSEE as party plaintiff to uphold the LICENSED PATENTS, provided, however, that YALE shall keep LICENSEE reasonably apprised of all developments in any such action. In such case, LICENSEE shall provide reasonable assistance to YALE if requested to do so, at YALE’s expense. YALE may settle such actions solely through its own counsel any counsel. Any recovery shall be retained by YALE. Under such circumstances, YALE may terminate the LICENSE in the country where such legal action is taken. (c) 11.3. In the event LICENSEE is permanently enjoined from exercising its LICENSE under this Agreement pursuant to an infringement action brought by a third party, or if both LICENSEE and YALE elect not to undertake the defense or settlement of a suit alleging infringement for a period of [***] six (6) months from notice of such suit, then either party shall have the right to terminate this Agreement with respect to the LICENSED PATENTS in the country where the suit was filed with respect to the LICENSED PATENT licensed patent following [***] thirty (30) days’ written notice to the other party in accordance with the terms of Article 15.

Infringement and Litigation. 11.1 Each party shall promptly notify the other in writing in the event that it obtains knowledge of infringing activity by third parties, or is sued or threatened with an infringement suit, in any country in the LICENSED TERRITORY as a result of activities that concern the LICENSED PATENTS, PATENTS and shall supply the other party with documentation of the infringing activities that it possesses.. Yale Confidential 11.2 During the TERM of this Agreement: (a) LICENSEE shall have the first right (right, but not the obligation) , to defend the LICENSED PATENTS against infringement infringement, validity or enforceability challenges or interference in the FIELD and in the LICENSED TERRITORY by third parties. This right and obligation includes bringing any legal action for infringement and defending any counter claim of invalidity or action of a third party for declaratory judgment for non-infringement infringement, invalidity, unenforceability or non-interference. If, in the reasonable opinion of LICENSEE’s counsel, YALE is required to be a named party to any such suit for standing purposes, LICENSEE may join YALE as a party; provided, however, that (i) YALE shall not be the first named party in any such action, (ii) the pleadings and any public statements about the action shall state that the action is being pursued by LICENSEE and that LICENSEE has joined YALE as a party; and (iii) LICENSEE shall keep YALE reasonably apprised of all developments in any such action. LICENSEE may settle such suits solely in its own name and solely at its own expense and through counsel of its own selection; provided, however, that no settlement shall be entered without YALE’s prior written consent, such consent not to be unreasonably withheld. Without limiting the foregoing, YALE may withhold its consent to any settlement that would in any manner affect the validity, scope withheld or enforceability of any LICENSED PATENTdelayed. LICENSEE shall bear the expense of such legal actions. Except as described above or for providing reasonable assistance (including joining such actions as described above)assistance, at the request and expense of LICENSEELICENSEE (which shall include being joined as a party as set forth above), YALE shall have no obligation regarding the legal actions described in Article 11.2 unless required to participate by law. However, YALE shall have the right to participate in any such action through its own counsel and at its own expense. Any recovery arising from an enforcement of the LICENSED PATENTS shall first be applied to LICENSEE’s out of pocket expenses and second shall be applied to YALE’s out of pocket expenses, including legal fees. YALE shall recover [***]% ] of any excess recovery over those expensesexpenses arising from the enforcement of the LICENSED PATENTS. If intellectual property other than the LICENSED PATENTS is part of the enforcement action and the recovery, then YALE shall recover [***] of the recovery fairly allocated to the LICENSED PATENTS, as determined by an independent third party appraiser. (b) In the event LICENSEE fails to initiate and pursue or participate in the actions described in Article 11.2(aArticle(a) or in lieu of such actions to initiate negotiations for a sublicense of the infringer, and the infringement has not otherwise abated, within [***] days of (a) notification of infringement from YALE or (b) the date LICENSEE otherwise first becomes aware of an infringement, whichever is earlier, and provided such infringement results in a material reduction in royalties that would otherwise be payable to YALE, YALE may, or in its sole discretion, convert the LICENSE granted opinion of YALE’s patent counsel would result in Article 3 to a non-exclusive license. Additionallypotential loss of material rights under the LICENSED PATENTS, YALE shall have the right to initiate such legal action such as that described in Article 11.2(a) at its own expense. If, in the reasonable opinion of YALE’s counsel, LICENSEE is required to be a named party to any such suit for standing purposes, YALE may join LICENSEE as party plaintiff to uphold the LICENSED PATENTS, provided, however, that YALE shall keep LICENSEE reasonably apprised of all developments in any such actionexpense . In such case, LICENSEE shall provide *** Certain information on this page has been omitted and filed separately with the Commission. Confidential treatment has been requested with respect to the omitted portions. Yale Confidential reasonable assistance to YALE if requested to do so, at YALE’s expense. YALE may settle such actions solely through its own counsel any counsel. Any recovery shall be retained by YALE. YALE may terminate convert the grant of the LICENSE herein to a non-exclusive license in the country where such legal action is takentaken upon written notice to LICENSEE. (c) In Notwithstanding the event foregoing, neither LICENSEE is permanently enjoined from exercising its LICENSE under this Agreement pursuant nor YALE shall take any action to an infringement action brought by a third party, or if both LICENSEE and YALE elect not to undertake the defense or settlement of a suit alleging infringement for a period of [***] from notice of such suit, then either party shall have the right to terminate this Agreement in the country where the suit was filed with respect to enforce the LICENSED PATENT following [***] written notice PATENTS, in low or lower-middle income countries, where such action is intended to prevent the other party sale of LICENSED PRODUCTS in accordance with any such countries. However, LICENSEE and/or YALE may take such action in any such country, provided that such action is intended to prevent the terms manufacturing, use or sale of Article 15LICENSED PRODUCTS for export to countries that are not low-income or lower-middle countries.

Infringement and Litigation. 11.1 Each party shall promptly notify the other in writing in the event that it obtains knowledge of infringing activity by third parties, or is sued or threatened with an infringement suit, in any country in the LICENSED TERRITORY as a result of activities that concern the LICENSED PATENTS, PATENTS and shall supply the other party with documentation of the infringing activities that it possesses. 11.2 During the TERM of this Agreement: (a) LICENSEE shall have the first right (right, but not the obligation) , to defend the LICENSED PATENTS against infringement infringement, validity or enforceability challenges or interference in the FIELD and in the LICENSED TERRITORY by third parties. This right and obligation includes bringing any legal action for infringement and defending any counter claim of invalidity or action of a third party for declaratory judgment for non-infringement infringement, invalidity, unenforceability or non-interference. If, in the reasonable opinion of LICENSEE’s counsel, YALE is required to be a named party to any such suit for standing purposes, LICENSEE may join YALE as a party; provided, however, that (i) YALE shall not be the first named party in any such action, (ii) the pleadings and any public statements about the action shall state that the action is being pursued by LICENSEE and that LICENSEE has joined YALE as a party; and (iii) LICENSEE shall keep YALE reasonably apprised of all developments in any such action. LICENSEE may settle such suits solely in its own name and solely at its own expense and through counsel of its own selection; provided, however, that no settlement shall be entered without YALE’s prior written consent, such consent not to be unreasonably withheld. Without limiting the foregoing, YALE may withhold its consent to any settlement that would in any manner affect the validity, scope withheld or enforceability of any LICENSED PATENTdelayed. LICENSEE shall bear the expense of such legal actions. Except as described above or for providing reasonable assistance (including joining such actions as described above)assistance, at the request and expense of LICENSEELICENSEE (which shall include being joined as a party as set forth above), YALE shall have no obligation regarding the legal actions described in Article 11.2 unless required to participate by law. However, YALE shall have the right to participate in any such action through its own counsel and at its own expense. Any recovery arising from an enforcement of the LICENSED PATENTS shall first be applied to LICENSEE’s out of pocket expenses and second shall be applied to YALE’s out of pocket expenses, including legal fees. YALE shall recover [***]% ] of any excess recovery over those expensesexpenses arising from the enforcement of the LICENSED PATENTS. If intellectual property other than the LICENSED PATENTS is part of the enforcement action and the recovery, then YALE shall recover [***] of the recovery fairly allocated to the LICENSED PATENTS, as determined by an independent third party appraiser. (b) In the event LICENSEE fails to initiate and pursue or participate in the actions described in Article 11.2(aArticle(a) or in lieu of such actions to initiate negotiations for a sublicense of the infringer, and the infringement has not otherwise abated, within [***] days of (a) notification of infringement from YALE or (b) the date LICENSEE otherwise first becomes aware of an infringement, whichever is earlier, and provided such infringement results in a material reduction in royalties that would otherwise be payable to YALE, YALE may, or in its sole discretion, convert the LICENSE granted opinion of YALE’s patent counsel would result in Article 3 to a non-exclusive license. Additionallypotential loss of material rights under the LICENSED PATENTS, YALE shall have the right to initiate such legal action such as that described in Article 11.2(a) at its own expense. If, in the reasonable opinion of YALE’s counsel, LICENSEE is required to be a named party to any such suit for standing purposes, YALE may join LICENSEE as party plaintiff to uphold the LICENSED PATENTS, provided, however, that YALE shall keep LICENSEE reasonably apprised of all developments in any such actionexpense . In such case, LICENSEE shall provide *** Certain information on this page has been omitted and filed separately with the Commission. Confidential treatment has been requested with respect to the omitted portions. reasonable assistance to YALE if requested to do so, at YALE’s expense. YALE may settle such actions solely through its own counsel any counsel. Any recovery shall be retained by YALE. YALE may terminate convert the grant of the LICENSE herein to a non-exclusive license in the country where such legal action is takentaken upon written notice to LICENSEE. (c) In Notwithstanding the event foregoing, neither LICENSEE is permanently enjoined from exercising its LICENSE under this Agreement pursuant nor YALE shall take any action to an infringement action brought by a third party, or if both LICENSEE and YALE elect not to undertake the defense or settlement of a suit alleging infringement for a period of [***] from notice of such suit, then either party shall have the right to terminate this Agreement in the country where the suit was filed with respect to enforce the LICENSED PATENT following [***] written notice PATENTS, in low or lower-middle income countries, where such action is intended to prevent the other party sale of LICENSED PRODUCTS in accordance with any such countries. However, LICENSEE and/or YALE may take such action in any such country, provided that such action is intended to prevent the terms manufacturing, use or sale of Article 15LICENSED PRODUCTS for export to countries that are not low-income or lower-middle countries.

Infringement and Litigation. 11.1 9.1 LICENSEE shall have the sole obligation to defend the LICENSED PATENTS against infringement or interference by other parties in any country in which a LICENSED PATENT is in effect hereunder, including by bringing any legal action for infringement or defending any counterclaim of invalidity or action of a third party for declaratory judgment of non-infringement or interference. LICENSEE may settle any such actions solely at its own expense and through counsel of its selection; provided, however, that YALE shall be entitled in each instance to participate through counsel of its selection and at its own expense. YALE shall have no obligation or responsibility with respect to any such actions unless legally required to participate, except to provide reasonable assistance to LICENSEE as requested, and LICENSEE shall reimburse YALE for YALE's out-of-pocket expenses in connection with any such requested assistance. LICENSEE shall bear the expenses of such actions and shall obtain all benefits in the recoveries, if any, whether by judgment, award, decree or settlement, the excess of such recoveries over such expenses shall be included in LICENSEE's NET SALES. In the event LICENSEE fails to initiate and pursue or participate in such legal action, YALE shall have the right to initiate legal action to uphold the LICENSED PATENTS against third parties in any country in which a LICENSED PATENT is in effect. LICENSEE shall have no legal or contractual obligation to YALE for its failure to initiate or participate in any such legal action, except that YALE may terminate in such a country any then existing exclusive license granted to LICENSEE hereunder. 9.2 Each party shall promptly notify the other in writing in the event that it obtains knowledge of infringing activity by third parties, or is sued or threatened with an infringement suit, in any country in the LICENSED TERRITORY as a result of activities that concern the LICENSED PATENTS, and shall supply the other party with documentation of the infringing activities that it possesses. 11.2 During the TERM of this Agreement: (a) LICENSEE shall have the first right (but not the obligation) to defend the LICENSED PATENTS against infringement or interference in the FIELD and in the LICENSED TERRITORY by third parties. This right includes bringing any legal action for infringement and defending any counter claim of invalidity or action of a third party for declaratory judgment for non-shall bring a claim of infringement against YALE or non-interference. IfLICENSEE, either in the reasonable opinion United States or in any foreign country in which there is a LICENSED PATENT. If the alleged infringement is so substantial as to threaten the competitive position of LICENSEE’s counselLICENSEE and/or LICENSEE is temporarily enjoined from exercise of its license hereunder, and if YALE is required elects not to be defend against such claim and not to obtain a named party license to any permit LICENSEE to exercise its license free of such suit for standing purposesclaim, then LICENSEE may join YALE as a party; provided, however, that (i) YALE shall not be the first named party in any such action, (ii) the pleadings and any public statements about the action shall state that the action is being pursued by LICENSEE and that LICENSEE has joined YALE as a party; and (iii) LICENSEE shall keep YALE reasonably apprised of all developments in any such action. LICENSEE may settle such suits solely in its own name and solely at its sole expense defend such claim and may compromise, settle or otherwise pursue such defense in such a manner and on such terms as LICENSEE shall see fit. YALE, at its own expense and through counsel of its own selection; provided, however, that no selection may become a party to such defense and/or settlement shall be entered without YALE’s prior written consent, such consent not to be unreasonably withheldand compromise. Without limiting the foregoing, YALE may withhold its consent to In any settlement that would in any manner affect the validity, scope or enforceability of any LICENSED PATENT. LICENSEE shall bear the expense of such legal actions. Except for providing reasonable assistance (including joining such actions as described above), at the request and expense of LICENSEE, YALE shall have no obligation regarding the legal actions described in Article 11.2 unless required to participate by law. Howeverevent, YALE shall have the right to participate in any such action through its own counsel and defend, at its own expense, any such third party claim or action and to settle or compromise the same in such manner as its shall see fit. Any recovery shall first be applied to LICENSEE’s out of pocket expenses and second shall be applied to YALE’s out of pocket expenses, including legal fees. YALE shall recover [***]% of any excess recovery over those expenses. (b) In the event LICENSEE fails to initiate and pursue or may participate in the actions described in Article 11.2(a) such litigation or in lieu of such actions to initiate negotiations for a sublicense of the infringer, and the infringement has not otherwise abated, within [***] of notification of infringement from YALE, YALE may, in claim on its sole discretion, convert the LICENSE granted in Article 3 to a non-exclusive license. Additionally, YALE shall have the right to initiate legal action such as that described in Article 11.2(a) behalf at its own expense. If, in the reasonable opinion of YALE’s counsel, LICENSEE is required to be a named party to any such suit for standing purposes, YALE may join LICENSEE as party plaintiff to uphold the LICENSED PATENTS, provided, however, that YALE shall keep LICENSEE reasonably apprised of all developments in any such action. In such case, LICENSEE shall provide reasonable assistance to YALE if requested to do so, at YALE’s expense. YALE may settle such actions solely through its own counsel any recovery shall be retained by YALE. YALE may terminate the LICENSE in the country where such legal action is taken. (c) 9.3 In the event LICENSEE is permanently enjoined from exercising its LICENSE under this Agreement license rights granted hereunder pursuant to an infringement action brought by a third party, or if both LICENSEE and YALE elect not to undertake the defense or settlement of such a suit alleging claim of alleged infringement for a period of [***] six months from notice of such claim or suit, then either party LICENSEE shall have the right to terminate this Agreement in the country where the suit was filed with respect to the LICENSED PATENT infringing patent claims following [***] thirty (30) days' written notice to the other party YALE and in accordance with the terms of Article 15XI hereof.

Infringement and Litigation. 11.1 Each party shall promptly notify the other in writing in the event that it obtains knowledge of infringing activity by third parties, or is sued or threatened with an infringement suit, in any country in the LICENSED TERRITORY as a result of activities that concern the LICENSED PATENTS, PATENTS and shall supply the other party with documentation of the infringing activities that it possesses. 11.2 During the TERM of this Agreement: (a) LICENSEE shall have the first right (but not the obligation) and obligation to use REASONABLE COMMERCIAL EFFORTS to defend the LICENSED PATENTS against infringement or interference in the FIELD and in the LICENSED TERRITORY by third parties. This right and obligation includes bringing any legal action for infringement and defending any counter claim of invalidity or action of a third party for declaratory judgment for non-infringement or non-interference. If, in the reasonable opinion of both LICENSEE’s and YALE’s respective counsel, YALE is required to be a named party to any such suit for standing purposes, LICENSEE may join YALE as a party; provided, however, that (i) YALE shall not be the first named party in any such action, (ii) the pleadings and any public statements about the action shall state that the action is being pursued by LICENSEE and that LICENSEE has joined YALE as a party; and (iii) LICENSEE shall keep YALE reasonably apprised of all developments in any such action. LICENSEE may settle such suits solely in its own name and solely at its own expense and through counsel of its own selection; provided, however, that no settlement shall be entered without YALE’s prior written consent, such consent not to be unreasonably withheld. Without limiting the foregoing, YALE may withhold its consent to any settlement that would in any manner affect the validity, scope or enforceability of any LICENSED PATENT. LICENSEE shall bear the expense of such legal actions. Except for providing reasonable assistance (including joining such actions as described above)assistance, at the request and expense of LICENSEE, YALE shall have no obligation regarding the legal actions described in Article 11.2 unless required to participate by law. However, YALE shall have the right to participate in any such action through its own counsel and at its own expense. Any recovery shall first be applied to LICENSEE’s out of pocket expenses expenses, including legal fees, and second shall be applied to YALE’s out of pocket expenses, including legal fees. YALE shall recover [***]amounts awarded for lost sales at the royalty rate for those sales as described in Article 6.1 and 25% of any excess recovery over those expensesadditional compensation that may be awarded. (b) In the event LICENSEE fails to exercise REASONABLE COMMERCIAL EFFORTS to initiate and pursue or participate in the actions described in Article 11.2(a) or in lieu of such actions to initiate negotiations for a sublicense of the infringer, and the infringement has not otherwise abated, within [***] of sixty (60) days of: (a) notification of infringement from YALEYALE or (b) the date LICENSEE otherwise first becomes aware of an infringement, YALE may, in its sole discretion, convert the LICENSE granted in Article 3 to a non-exclusive license. Additionallywhichever is earlier, YALE shall have the right to initiate such legal action such as that described in Article 11.2(a) at its own expense. If, in the reasonable opinion of YALE’s counsel, LICENSEE is required to be a named party to any such suit for standing purposes, expense and YALE may join use the name of LICENSEE as party plaintiff to uphold the LICENSED PATENTS, provided, however, that YALE shall keep LICENSEE reasonably apprised of all developments in any such action. In such case, LICENSEE shall provide reasonable assistance to YALE if requested to do so, at YALE’s expense. YALE may settle such actions solely through its own counsel any counsel. Any recovery shall be retained by YALE. Under such circumstances, YALE may terminate the LICENSE in the country where such legal action is taken. (c) 11.3 In the event LICENSEE is permanently enjoined from exercising its LICENSE under this Agreement pursuant to an infringement action brought by a third party, or if both LICENSEE and YALE elect not to undertake the defense or settlement of a suit alleging infringement for a period of [***] six (6) months from notice of such suit, then either party shall have the right to terminate this Agreement with respect to the LICENSED PATENTS in the country where the suit was filed with respect to the LICENSED PATENT licensed patent following [***] thirty (30) days’ written notice to the other party in accordance with the terms of Article 15.

Infringement and Litigation. 11.1 10.1 LICENSEE shall have the sole obligation to defend the LICENSED PATENTS against infringement or interference by other parties in any country in which a LICENSED PATENT is in effect hereunder, including by bringing any legal action for infringement or defending any counterclaim of invalidity or action of a third party for declaratory judgment of non-infringement or interference. LICENSEE may settle any such actions solely at its own expense and through counsel of its selection; provided, however, that YALE shall be entitled in each instance to participate through counsel of its selection and at its own expense. YALE shall have no obligation or responsibility with respect to any such actions unless legally required to participate, except to provide reasonable assistance to LICENSEE as requested, and LICENSEE shall reimburse YALE for YALE's out-of-pocket expenses in connection with any such requested assistance LICENSEE shall bear the expenses of such actions and shall obtain all benefits in the recoveries, if any, whether by judgment, award, decree or settlement, the excess of such recoveries over such expenses shall be included in LICENSEE's NET SALES. In the event LICENSEE fails to initiate and pursue or participate in such legal action, YALE shall have the right to initiate legal action to uphold the LICENSED PATENTS against third parties in any country in which a LICENSED PATENT is in effect. LICENSEE shall have no legal or contractual obligation to YALE for its failure to initiate or participate in any such legal action, except that YALE may terminate in such a country any then existing exclusive license granted to LICENSEE hereunder. 10.2 Each party shall promptly notify the other in writing in the event that it obtains knowledge of infringing activity by third parties, or is sued or threatened with an infringement suit, in any country in the LICENSED TERRITORY as a result of activities that concern the LICENSED PATENTS, and shall supply the other party with documentation of the infringing activities that it possesses. 11.2 During the TERM of this Agreement: (a) LICENSEE shall have the first right (but not the obligation) to defend the LICENSED PATENTS against infringement or interference in the FIELD and in the LICENSED TERRITORY by third parties. This right includes bringing any legal action for infringement and defending any counter claim of invalidity or action of a third party for declaratory judgment for non-shall bring a claim of infringement against YALE or non-interference. IfLICENSEE, either in the reasonable opinion United States or in any foreign country in which there is a LICENSED PATENT. If the alleged infringement is so substantial as to threaten the competitive position of LICENSEE’s counselLICENSEE and/or LICENSEE is temporarily enjoined from exercise of its license hereunder, and if YALE is required elects not to be defend against such claim and not to obtain a named party license to any permit LICENSEE to exercise its license free of such suit for standing purposesclaim, then LICENSEE may join YALE as a party; provided, however, that (i) YALE shall not be the first named party in any such action, (ii) the pleadings and any public statements about the action shall state that the action is being pursued by LICENSEE and that LICENSEE has joined YALE as a party; and (iii) LICENSEE shall keep YALE reasonably apprised of all developments in any such action. LICENSEE may settle such suits solely in its own name and solely at its sole expense defend such claim and may compromise, settle or otherwise pursue such defense in such a manner and on such terms as LICENSEE shall see fit. YALE, at its own expense and through counsel of its own selection; provided, however, that no selection may become a party to such defense and/or settlement shall be entered without YALE’s prior written consent, such consent not to be unreasonably withheldand compromise. Without limiting the foregoing, YALE may withhold its consent to In any settlement that would in any manner affect the validity, scope or enforceability of any LICENSED PATENT. LICENSEE shall bear the expense of such legal actions. Except for providing reasonable assistance (including joining such actions as described above), at the request and expense of LICENSEE, YALE shall have no obligation regarding the legal actions described in Article 11.2 unless required to participate by law. Howeverevent, YALE shall have the right to participate in any such action through its own counsel and defend, at its own expense, any such third party claim or action and to settle or compromise the same in such manner as its shall see fit. Any recovery shall first be applied to LICENSEE’s out of pocket expenses and second shall be applied to YALE’s out of pocket expenses, including legal fees. YALE shall recover [***]% of any excess recovery over those expenses. (b) In the event LICENSEE fails to initiate and pursue or may participate in the actions described in Article 11.2(a) such litigation or in lieu of such actions to initiate negotiations for a sublicense of the infringer, and the infringement has not otherwise abated, within [***] of notification of infringement from YALE, YALE may, in claim on its sole discretion, convert the LICENSE granted in Article 3 to a non-exclusive license. Additionally, YALE shall have the right to initiate legal action such as that described in Article 11.2(a) behalf at its own expense. If, in the reasonable opinion of YALE’s counsel, LICENSEE is required to be a named party to any such suit for standing purposes, YALE may join LICENSEE as party plaintiff to uphold the LICENSED PATENTS, provided, however, that YALE shall keep LICENSEE reasonably apprised of all developments in any such action. In such case, LICENSEE shall provide reasonable assistance to YALE if requested to do so, at YALE’s expense. YALE may settle such actions solely through its own counsel any recovery shall be retained by YALE. YALE may terminate the LICENSE in the country where such legal action is taken. (c) 10.3 In the event LICENSEE is permanently enjoined from exercising its LICENSE under this Agreement license rights granted hereunder pursuant to an infringement action brought by a third party, or if both LICENSEE and YALE elect not to undertake the defense or settlement of such a suit alleging claim of alleged infringement for a period of [***] six months from notice of such claim or suit, then either party LICENSEE shall have the right to terminate this Agreement in the country where the suit was filed with respect to the LICENSED PATENT infringing patent claims following [***] thirty (30) days' written notice to the other party YALE and in accordance with the terms of Article 15XII hereof.

Infringement and Litigation. 11.1 10.1. Each party shall promptly notify the other in writing in the event that (a) it obtains knowledge of infringing activity by third partiesparties infringing or otherwise violating the intellectual property rights in the LICENSED TECHNOLOGIES, or (b) it is sued or threatened with an infringement suit, in any country in the LICENSED TERRITORY as a result of activities that concern the LICENSED PATENTSTECHNOLOGIES, and shall supply the other party with documentation of the infringing activities that it possesses. 11.2 10.2. During the TERM of this Agreement: (ai) LICENSEE shall have the first right (right, but not the obligation) , to assert and defend rights in the LICENSED PATENTS against TECHNOLOGIES respecting infringement or interference other violation of intellectual property rights in the LICENSED TECHNOLOGIES by third parties in the FIELD and in the LICENSED TERRITORY by third partiesusing counsel of its own selection. This right includes bringing any legal action for infringement and defending any counter claim of invalidity or action of a third party for respecting the LICENSED TECHNOLOGIES such as a counter claim or declaratory judgment for invalidity, non-infringement infringement, or non-interferenceunenforceability. If, in the reasonable opinion of LICENSEE’s and XXXXXXX’x respective counsel, YALE MOFFITT is required to be a named party to any such suit for standing purposes, LICENSEE may join YALE MOFFITT as a party; provided, however, that (i) YALE MOFFITT shall not be the first named party in any such action, (ii) the pleadings and any public statements about the action shall state that the action is being pursued by LICENSEE and that LICENSEE has joined YALE MOFFITT as a party; and (iii) LICENSEE shall keep YALE MOFFITT reasonably apprised of all developments in any such action. LICENSEE may settle such suits solely in its own name and solely at its own expense and through counsel of its own selection; provided, however, that no settlement shall be entered without YALE’s only with XXXXXXX’x prior written consent, such consent not to be unreasonably withheld. Without limiting the foregoing, YALE may withhold its consent to any settlement that would in any manner affect the validity, scope or enforceability of any LICENSED PATENT. LICENSEE shall bear the expense of such legal actions, including XXXXXXX’x expenses. Except for providing reasonable assistance (including joining such actions as described above)assistance, at the request and expense of LICENSEE, YALE MOFFITT shall have no obligation regarding the legal actions described in Article 11.2 Section 10.2 unless required to participate by law. However, YALE MOFFITT shall have the right to participate in any such action through its own counsel and at its own expense. Any recovery shall first be applied to LICENSEE’s out of pocket expenses and second shall be applied to YALE’s XXXXXXX’x out of pocket expenses, including legal fees. YALE shall recover fees and [***]% ] percent ([***] %) of any excess recovery over those expensesthe remainder shall be paid to LICENSEE and twenty-five percent (twenty-five %) of the remainder shall be paid to MOFFITT. (bii) In the event LICENSEE fails to initiate and pursue or participate in the actions described in Article 11.2(athe preceding paragraph (a) within sixty (60) days of LICENSEE first becoming aware of an infringement or other violation of intellectual property rights in lieu of the LICENSED TECHNOLOGIES or (b) upon notice by LICENSEE to MOFFITT that it does not intend to initiate, pursue or participate in such actions to initiate negotiations for a sublicense of the infringeraction(s), and the infringement has not otherwise abatedwhichever is earlier, within [***] of notification of infringement from YALE, YALE may, in its sole discretion, convert the LICENSE granted in Article 3 to a non-exclusive license. Additionally, YALE MOFFITT shall have the right to initiate or take over such legal action such as that described in Article 11.2(a) at its own expense. If, in expense and MOFFITT may use the reasonable opinion name of YALE’s counsel, LICENSEE is required to be a named party to any such suit for standing purposes, YALE may join LICENSEE as a party plaintiff to uphold the LICENSED PATENTS, provided, however, that YALE shall keep LICENSEE reasonably apprised of all developments in any such action. In such case, LICENSEE shall provide reasonable assistance to YALE MOFFITT if requested to do so, at YALE’s expense. YALE MOFFITT may settle such actions solely through its own counsel any counsel. Any recovery shall first be retained by YALE. YALE may terminate applied to XXXXXXX’x out of pocket expenses and second shall be applied to LICENSEE’s out of pocket expenses, including legal fees and [***] percent ([***]%) of the LICENSE in remainder shall be paid to MOFFITT and [***] percent ([***]%) of the country where such legal action is takenremainder shall be paid to LICENSEE. (c) 10.3. In the event LICENSEE is permanently enjoined from exercising its LICENSE under this Agreement pursuant to an infringement action brought by a third party, or if both LICENSEE and YALE MOFFITT elect not to undertake the defense or settlement of a suit alleging infringement for a period of [***] six (6) months from notice of such suit, then either party shall have the right to terminate this Agreement shall not be in effect in the country where the suit was filed with respect to the LICENSED PATENT following [***] written notice to the other party in accordance with the terms of Article 15licensed patent.

Infringement and Litigation. 11.1 11.1. [if patented, copyrighted, or trademarked] Each party shall promptly notify the other in writing in the event that it obtains knowledge of infringing activity by third parties, or is sued or threatened with an infringement suit, in any country in the LICENSED TERRITORY as a result of activities that concern the LICENSED PATENTSINTELLECTUAL PROPERTY, and shall supply the other party with documentation of the infringing activities that it possesses. 11.2 11.2. During the TERM of this Agreement: (a) LICENSEE shall have the first right (but not the obligation) to defend the LICENSED PATENTS INTELLECTUAL PROPERTY that is licensed exclusively against infringement or interference in the FIELD and in the LICENSED TERRITORY by third parties. This right includes bringing any legal action for infringement and defending any counter claim of invalidity or action of a third party for declaratory judgment for non-non- infringement or non-interference. If, in the reasonable opinion of both LICENSEE’s and YALE’s respective counsel, YALE is required to be a named party to any such suit for standing purposes, LICENSEE may join YALE as a party; provided, however, that (i) YALE shall not be the first named party in any such action, (ii) the pleadings and any public statements about the action shall state that the action is being pursued by LICENSEE and that LICENSEE has joined YALE as a party; and (iii) LICENSEE shall keep YALE reasonably apprised of all developments in any such action. LICENSEE may settle such suits solely in its own name and solely at its own expense and through counsel of its own selection; provided, however, that no settlement shall be entered without YALE’s prior written consent, such consent not to be unreasonably withheld. Without limiting the foregoing, YALE may withhold its consent to any settlement that would in any manner affect the validity, scope constitute or enforceability of incorporate an admission by YALE or require YALE to take or refrain from taking any LICENSED PATENTaction. LICENSEE shall bear the expense of such legal actions, including the reasonable cost of counsel for YALE if LICENSEE has joined YALE as a party. Except for providing reasonable assistance (including joining such actions as described above)assistance, at the request and expense of LICENSEE, YALE shall have no obligation regarding the legal actions described in Article Section 11.2 (a) unless required to participate by law. However, YALE shall have the right to participate in any such action through its own counsel and at its own expense. Any recovery shall first be applied to LICENSEE’s out of pocket expenses and second shall be applied to YALE’s 's out of pocket expenses, including legal fees. YALE shall recover [***]% of any Any excess recovery over those expenses.expenses shall be treated as SUBLICENSE INCOME. SAMPLE (b) In the event LICENSEE fails to initiate and pursue or participate in the actions described in Article 11.2(aSection 11.2 (a) or in lieu within sixty (60) days of such actions to initiate negotiations for a sublicense of the infringer, and the infringement has not otherwise abated, within [***] of (a) notification of infringement from YALEYALE or (b) the date LICENSEE otherwise first becomes aware of an infringement, whichever is earlier, YALE may, in its sole discretion, convert the LICENSE granted in Article Section 3 to a non-exclusive nonexclusive license, and issue licenses to third parties under the LICENSED INTELLECTUAL PROPERTY to make, have made, use, sell, have sold, import, export, or practice LICENSED PRODUCTS within the FIELD in the LICENSED TERRITORY. Additionally, YALE shall have the right to initiate legal action such as that described in Article 11.2(a) at its own expense. If, in the reasonable opinion of YALE’s counsel, LICENSEE is required to be a named party to any such suit for standing purposes, YALE may join LICENSEE as party plaintiff to uphold the LICENSED PATENTS, provided, however, that YALE shall keep LICENSEE reasonably apprised of all developments in any such action. In such case, LICENSEE shall provide reasonable assistance to YALE if requested to do so, at YALE’s expense. YALE may settle such actions solely through its own counsel any recovery shall be retained by YALE. YALE may terminate the LICENSE in the country where such legal action is taken. (c) In the event LICENSEE is permanently enjoined from exercising its LICENSE under this Agreement pursuant to an infringement action brought by a third party, or if both LICENSEE and YALE elect not to undertake the defense or settlement of a suit alleging infringement for a period of [***] from notice of such suit, then either party shall have the right to terminate this Agreement in the country where the suit was filed with respect to the LICENSED PATENT following [***] written notice to the other party in accordance with the terms of Article 15.Section

Infringement and Litigation. 11.1 12.1. Each party shall promptly notify the other in writing in the event that it obtains knowledge of infringing activity by third parties, or is sued or threatened with an infringement suit, in any country in the LICENSED TERRITORY as a result of activities that concern the LICENSED PATENTS, PATENTS and shall supply the other party with documentation of the infringing activities that it possesses. 11.2 12.2. During the TERM of this Agreement: (a) LICENSEE shall have the first right (but not the obligation) and obligation to defend the LICENSED PATENTS against infringement or interference in the FIELD and in the LICENSED TERRITORY by third parties. This right and obligation includes bringing any legal action for infringement and defending any counter claim of invalidity or action of a third party for declaratory judgment for non-infringement or non-interference. If, in the reasonable opinion of LICENSEE’s ’S and the LICENSOR’ respective counsel, YALE is the LICENSOR are required to be a named party to any such suit for standing purposes, LICENSEE may join YALE the LICENSOR as a party; provided, however, that (i) YALE the LICENSOR shall not be the first named party in any such action, (ii) the pleadings and any public statements about the action shall state that the action is being pursued by LICENSEE and that LICENSEE has joined YALE the LICENSOR as a party; and (iii) LICENSEE shall keep YALE the LICENSOR reasonably apprised of all developments in any such action. LICENSEE may settle such suits solely in its own name and solely at its own expense and through counsel of its own selection; provided, however, that no settlement shall be entered without YALE’s the LICENSOR’ prior written consent, such consent not to be unreasonably withheld. Without limiting the foregoing, YALE may withhold its consent to any settlement that would in any manner affect the validity, scope or enforceability of any LICENSED PATENT. LICENSEE shall bear the expense of such legal actions. Except for providing reasonable assistance (including joining such actions as described above)assistance, at the request and expense of LICENSEE, YALE the LICENSOR shall have no obligation regarding the legal actions described in Article 11.2 12.2 unless required to participate by law. However, YALE the LICENSOR shall have the right to participate in any such action through its own counsel and at its own expense. Any recovery shall first be applied to LICENSEE’s ’S out of pocket expenses and second shall be applied to YALE’s the LICENSOR’S out of pocket expenses, including legal fees. YALE shall recover [***]% of any Any excess recovery over those LICENSEE’S out of pocket expenses and LICENSOR’ out of pocket expenses, if any, shall be deemed NET SALES and shared in accordance with Article 7.1. (b) In the event LICENSEE fails to initiate and pursue or participate in the actions described in Article 11.2(a12.2(a) or in lieu within sixty (60) days of such actions to initiate negotiations for a sublicense of the infringer, and the infringement has not otherwise abated, within [***] of (a) notification of infringement from YALEthe LICENSOR or (b) the date LICENSEE otherwise first becomes aware of an infringement, YALE maywhichever is earlier, in its sole discretion, convert the LICENSE granted in Article 3 to a non-exclusive license. Additionally, YALE LICENSOR shall have the right to initiate such legal action such as that described in Article 11.2(a) at its own expense. If, in expense and the reasonable opinion LICENSOR may use the name of YALE’s counsel, LICENSEE is required to be a named party to any such suit for standing purposes, YALE may join LICENSEE as party plaintiff to uphold the LICENSED PATENTS, provided, however, that YALE shall keep LICENSEE reasonably apprised of all developments in any such action. In such case, LICENSEE shall provide reasonable assistance to YALE the LICENSOR if requested to do so, at YALE’s expense. YALE The LICENSOR may settle such actions solely through its own counsel any counsel. Any recovery shall be retained by YALE. YALE may terminate the LICENSE in the country where such legal action is takensole property of LICENSOR. (c) 12.3. In the event LICENSEE is permanently enjoined from exercising its LICENSE under this Agreement pursuant to an infringement action brought by a third party, or if both LICENSEE and YALE the LICENSOR elect not to undertake the defense or settlement of a suit alleging infringement for a period of [***] six (6) months from notice of such suit, then either party shall have the right to terminate this Agreement in the country where the suit was filed with respect to the LICENSED PATENT licensed patent following [***] thirty (30) days’ written notice to the other party in accordance with the terms of Article 15ARTICLE 17.

Infringement and Litigation. 11.1 9.1 LICENSEE shall have the sole obligation to defend the LICENSED PATENTS against infringement or interference by other parties in any country in which a LICENSED PATENT is in effect hereunder, including by bringing any legal action for infringement or defending any counterclaim of invalidity or action of a third party for declaratory judgment of non-infringement or interference. LICENSEE may settle any such actions solely at its own expense and through counsel of its selection; provided, however, that YALE shall be entitled in each instance to participate through counsel of its selection and at its own expense. YALE shall have no obligation or responsibility with respect to any such actions unless legally required to participate, except to provide reasonable assistance to LICENSEE as requested, and LICENSEE shall reimburse YALE for YALE's out-of-pocket expenses in connection with any such requested assistance. LICENSEE shall bear the expenses of such actions and shall obtain all benefits in the recoveries, if any, whether by judgment, award, decree or settlement, the excess of such recoveries over such expenses shall be included in LICENSEE's NET SALES. In the event LICENSEE fails to initiate and pursue or participate in such legal action, YALE shall have the right to initiate legal action to uphold the LICENSED PATENTS against third parties in any country in which a LICENSED PATENT is in effect. LICENSEE shall have no legal or contractual obligation to YALE for its failure to initiate or participate in any such legal action, except that YALE may terminate in such a country any then existing exclusive license granted to LICENSEE hereunder. 9.2 Each party shall promptly notify the other in writing in the event that it obtains knowledge of infringing activity by third parties, or is sued or threatened with an infringement suit, in any country in the LICENSED TERRITORY as a result of activities that concern the LICENSED PATENTS, and shall supply the other party with documentation of the infringing activities that it possesses. 11.2 During the TERM of this Agreement: (a) LICENSEE shall have the first right (but not the obligation) to defend the LICENSED PATENTS against infringement or interference in the FIELD and in the LICENSED TERRITORY by third parties. This right includes bringing any legal action for infringement and defending any counter claim of invalidity or action of a third party for declaratory judgment for non-shall bring a claim of infringement against YALE or non-interference. IfLICENSEE, either in the reasonable opinion United States or in any foreign country in which there is a LICENSED PATENT. If the alleged infringement is so substantial as to threaten the competitive position of LICENSEE’s counselLICENSEE and/or LICENSEE is temporarily enjoined from exercise of any portion of its license hereunder, and if YALE is required elects not to be defend against such claim and not to obtain a named party license to any permit LICENSEE to exercise its license free of such suit for standing purposesclaim, then LICENSEE may join YALE as a party; provided, however, that (i) YALE shall not be the first named party in any such action, (ii) the pleadings and any public statements about the action shall state that the action is being pursued by LICENSEE and that LICENSEE has joined YALE as a party; and (iii) LICENSEE shall keep YALE reasonably apprised of all developments in any such action. LICENSEE may settle such suits solely in its own name and solely at its sole expense defend such claim and may compromise, settle or otherwise pursue such defense in such a manner and on such terms as LICENSEE shall see fit. YALE, at its own expense and through counsel of its own selection; provided, however, that no selection may become a party to such defense and/or settlement shall be entered without YALE’s prior written consent, such consent not to be unreasonably withheldand compromise. Without limiting the foregoing, YALE may withhold its consent to In any settlement that would in any manner affect the validity, scope or enforceability of any LICENSED PATENT. LICENSEE shall bear the expense of such legal actions. Except for providing reasonable assistance (including joining such actions as described above), at the request and expense of LICENSEE, YALE shall have no obligation regarding the legal actions described in Article 11.2 unless required to participate by law. Howeverevent, YALE shall have the right to participate in any such action through its own counsel and defend, at its own expense, any such third party claim or action and to settle or compromise the same in such manner as it shall see fit, provided it shall consult with LICENSEE as to any such settlement or compromise. Any recovery shall first be applied to LICENSEE’s out of pocket expenses and second shall be applied to YALE’s out of pocket expenses, including legal fees. YALE shall recover [***]% of any excess recovery over those expenses. (b) In the event LICENSEE fails to initiate and pursue or may participate in the actions described in Article 11.2(a) such litigation or in lieu of such actions to initiate negotiations for a sublicense of the infringer, and the infringement has not otherwise abated, within [***] of notification of infringement from YALE, YALE may, in claim on its sole discretion, convert the LICENSE granted in Article 3 to a non-exclusive license. Additionally, YALE shall have the right to initiate legal action such as that described in Article 11.2(a) behalf at its own expense. If, in the reasonable opinion of YALE’s counsel, LICENSEE is required to be a named party to any such suit for standing purposes, YALE may join LICENSEE as party plaintiff to uphold the LICENSED PATENTS, provided, however, that YALE shall keep LICENSEE reasonably apprised of all developments in any such action. In such case, LICENSEE shall provide reasonable assistance to YALE if requested to do so, at YALE’s expense. YALE may settle such actions solely through its own counsel any recovery shall be retained by YALE. YALE may terminate the LICENSE in the country where such legal action is taken. (c) 9.3 In the event LICENSEE is permanently enjoined from exercising any of its LICENSE under this Agreement license rights granted hereunder pursuant to an infringement action brought by a third party, or if both LICENSEE and YALE elect not to undertake the defense or settlement of such a suit alleging claim of alleged infringement for a period of [***] six months from notice of such claim or suit, then either party LICENSEE shall have the right to terminate this Agreement in the country where the suit was filed with respect to the LICENSED PATENT infringing claims following [***] thirty (30) days' written notice to the other party YALE and in accordance with the terms of Article 15XI hereof.

Infringement and Litigation. 11.1 8.1. Each party Party shall promptly notify the other in writing in the event that (a) it obtains knowledge or becomes reasonably suspicious of infringing activity by third partiesparties infringing or otherwise violating the Intellectual Property Rights in the Licensed Technologies, or (b) it is sued or threatened with an infringement suit, in any country in the LICENSED TERRITORY Licensed Territory as a result of activities that concern the LICENSED PATENTSLicensed Technologies, and shall supply the other party Party with documentation of the infringing activities that it possesses. 11.2 8.2. During the TERM Term of this Agreement: (a) LICENSEE GRACELL shall have the first right (right, but not the obligation) , to assert and defend rights in the LICENSED PATENTS against Licensed Technologies respecting infringement or interference other violation of Intellectual Property Rights in the FIELD Licensed Technologies within the Field by third parties and in the LICENSED TERRITORY by third partiesLicensed Territory using counsel of its own selection. This right includes bringing any legal action for infringement and defending any counter claim of invalidity or action of a third party for respecting the Licensed Technologies such as a counter claim or declaratory judgment for invalidity, non-infringement infringement, or non-interferenceunenforceability. If, in the reasonable opinion of LICENSEEGRACELL’s counsel, YALE FUTUREGEN is required to be a named party Party to any such suit for standing purposes, LICENSEE GRACELL may join YALE FUTUREGEN as a partyParty; provided, however, that (i) YALE FUTUREGEN shall not be the first named party Party in any such action, (ii) the pleadings and any public statements about the action shall state that the action is being pursued by LICENSEE GRACELL and that LICENSEE GRACELL has joined YALE FUTUREGEN as a partyParty; and (iii) LICENSEE GRACELL shall keep YALE FUTUREGEN reasonably apprised of all developments in any such action. LICENSEE GRACELL may settle such suits solely in its own name and solely at its own expense and through counsel of its own selection; provided, however, that no settlement shall be entered without YALEonly with FUTUREGEN’s prior written consent, such consent which shall not to be unreasonably withheld. Without limiting the foregoing, YALE may withhold its consent to any settlement that would in any manner affect the validityconditioned, scope or enforceability of any LICENSED PATENT. LICENSEE shall bear the expense of such legal actions. Except for providing reasonable assistance (including joining such actions as described above), at the request and expense of LICENSEE, YALE shall have no obligation regarding the legal actions described in Article 11.2 unless required to participate by lawdelayed. However, YALE FUTUREGEN shall have the right to participate in any such action through its own counsel and at its own expense. Any recovery shall first be applied to LICENSEEGRACELL’s out of pocket expenses and second shall be applied to YALEFUTUREGEN’s out of pocket expenses, including legal fees. YALE After those expenses have been fully paid by the recovery, FUTUREGEN shall recover [***]% have the right to further obtain ten percent (10%) of any excess the remaining recovery over those expenses. (b) In the event LICENSEE GRACELL fails to initiate and pursue or participate in the actions described in Article 11.2(athe preceding paragraph (a) or in lieu of such actions to initiate negotiations for a sublicense of the infringer, and the infringement has not otherwise abated, within [***] days of notification GRACELL first becoming aware of an infringement from YALEor other violation of Intellectual Property Rights in the Licensed Technologies or (b) upon notice by GRACELL to FUTUREGEN that it does not intend to initiate, YALE maypursue or participate in such action(s), in its sole discretionwhichever is earlier, convert the LICENSE granted in Article 3 to a non-exclusive license. Additionally, YALE FUTUREGEN shall have the right to initiate or take over such legal action such as that described in Article 11.2(a) at its own expenseexpense and FUTUREGEN may use the name of GRACELL as a Party in such action. IfIn such case, in the GRACELL shall provide reasonable opinion of YALE’s counsel, LICENSEE is required assistance to be a named party FUTUREGEN if requested to any such suit for standing purposes, YALE may join LICENSEE as party plaintiff to uphold the LICENSED PATENTS, provided, however, that YALE do so. FUTUREGEN shall keep LICENSEE GRACELL reasonably apprised of all developments in any such action. In such case, LICENSEE shall provide reasonable assistance to YALE if requested to do so, at YALE’s expense. YALE FUTUREGEN may settle such actions solely through its own counsel counsel. However, in the event that any such settlement may have a material effect on the License rights granted to GRACELL under this Agreement, FUTUREGEN shall not settle any such action without first consulting with GRACELL and obtaining GRACELL’s prior written consent, which shall not be unreasonably withheld. Any recovery shall first be retained by YALE. YALE may terminate applied to FUTUREGEN’s out of pocket expenses and second shall be applied to GRACELL’s out of pocket expenses in pursuing the LICENSE in the country where such legal action is takensolely through FUTUREGEN’s counsel and settled in favor of FUTUREGEN. (c) 8.3. In the event LICENSEE GRACELL is permanently enjoined from exercising its LICENSE under this Agreement pursuant to an infringement action brought by a third party, or if both LICENSEE GRACELL and YALE FUTUREGEN elect not to undertake the defense or settlement of a suit alleging infringement for a period of [***] months from notice of such suit, then either party Party shall have the right to terminate this Agreement in the country where the suit was filed with respect to the LICENSED PATENT Patent following [***] days’ written notice to the other party Party in accordance with the terms of Article ARTICLE 15.

Infringement and Litigation. 11.1 11.1. Each party shall promptly notify the other in writing in the event that it obtains knowledge of infringing activity by third parties, or is sued or threatened with an infringement suit, in any country in the LICENSED TERRITORY as a result of activities that concern the LICENSED PATENTSINTELLECTUAL PROPERTY, and shall supply the other party with documentation of the infringing activities that it possesses. 11.2 11.2. During the TERM of this Agreement: (a) LICENSEE shall have the first right (but not the obligation) to defend the LICENSED PATENTS INTELLECTUAL PROPERTY that is licensed exclusively against infringement or interference in the FIELD and in the LICENSED TERRITORY by third parties. This right includes bringing any legal action for infringement and defending any counter claim of invalidity or action of a third party for declaratory judgment for non-non- infringement or non-interference. If, in the reasonable opinion of both LICENSEE’s and YALE’s respective counsel, YALE is required to be a named party to any such suit for standing purposes, LICENSEE may join YALE as a party; provided, however, that (i) YALE shall not be the first named party in any such action, (ii) the pleadings and any public statements about the action shall state that the action is being pursued by LICENSEE and that LICENSEE has joined YALE as a party; and (iii) LICENSEE shall keep YALE reasonably apprised of all developments in any such action. LICENSEE may settle such suits solely in its own name and solely at its own expense and through counsel of its own selection; provided, however, that no settlement shall be entered without YALE’s prior written consent, such consent not to be unreasonably withheld. Without limiting the foregoing, YALE may withhold its consent to any settlement that would in any manner affect the validity, scope constitute or enforceability of incorporate an admission by YALE or require YALE to take or refrain from taking any LICENSED PATENTaction. LICENSEE shall bear the expense of such legal actions, including the reasonable cost of counsel for YALE if LICENSEE has joined YALE as a party. Except for providing reasonable assistance (including joining such actions as described above)assistance, at the request and expense of LICENSEE, YALE shall have no obligation regarding the legal actions described in Article Section 11.2 (a) unless required to participate by law. However, YALE shall have the right to participate in any such action through its own counsel and at its own expense. Any recovery shall first be applied to LICENSEE’s out of pocket expenses and second shall be applied to YALE’s 's out of pocket expenses, including legal fees. YALE shall recover [***]% of any Any excess recovery over those expenses.expenses shall be treated as SUBLICENSE INCOME. SAMPLE (b) In the event LICENSEE fails to initiate and pursue or participate in the actions described in Article 11.2(aSection 11.2 (a) or in lieu within sixty (60) days of such actions to initiate negotiations for a sublicense of the infringer, and the infringement has not otherwise abated, within [***] of (a) notification of infringement from YALEYALE or (b) the date LICENSEE otherwise first becomes aware of an infringement, whichever is earlier, YALE may, in its sole discretion, convert the LICENSE granted in Article Section 3 to a non-exclusive nonexclusive license, and issue licenses to third parties under the LICENSED INTELLECTUAL PROPERTY to make, have made, use, sell, have sold, import, export, or practice LICENSED PRODUCTS within the FIELD in the LICENSED TERRITORY. Additionally, YALE shall have the right to initiate legal action such as that described in Article 11.2(a) at its own expense. If, in the reasonable opinion of YALE’s counsel, LICENSEE is required to be a named party to any such suit for standing purposes, YALE may join LICENSEE as party plaintiff to uphold the LICENSED PATENTS, provided, however, that YALE shall keep LICENSEE reasonably apprised of all developments in any such action. In such case, LICENSEE shall provide reasonable assistance to YALE if requested to do so, at YALE’s expense. YALE may settle such actions solely through its own counsel any recovery shall be retained by YALE. YALE may terminate the LICENSE in the country where such legal action is taken. (c) In the event LICENSEE is permanently enjoined from exercising its LICENSE under this Agreement pursuant to an infringement action brought by a third party, or if both LICENSEE and YALE elect not to undertake the defense or settlement of a suit alleging infringement for a period of [***] from notice of such suit, then either party shall have the right to terminate this Agreement in the country where the suit was filed with respect to the LICENSED PATENT following [***] written notice to the other party in accordance with the terms of Article 15.Section

Infringement and Litigation. 11.1 9.01 LICENSEE shall have the sole obligation to defend the LICENSED PATENTS against infringement or interference in the FIELD OF USE by other parties in any country in which a LICENSED PATENT is in effect hereunder, including by bringing any legal action for infringement or defending any counterclaim of invalidity or action of a third party for declaratory judgment of non-infringement or interference. LICENSEE may control and settle any such actions solely at its own expense and through counsel of its selection; provided, however, that YALE shall be entitled in each instance to participate through counsel of its selection and at its own expense. YALE shall have no obligation or responsibility with respect to any such actions unless legally required to participate, except to provide reasonable assistance to LICENSEE as requested, and LICENSEE shall reimburse YALE for YALE's out-of-pocket expenses in connection with any such requested assistance. LICENSEE shall bear the expenses of such actions and shall obtain all benefits in the recoveries, if any, whether by judgement, award, decree or settlement, the excess of such recoveries over such expenses shall be included in LICENSEE's NET SALES. In the event LICENSEE fails to initiate and pursue or participate in such legal action, YALE shall have the right to initiate legal action to uphold the LICENSED PATENTS against third parties in any country in which a LICENSED PATENT is in effect. LICENSEE shall have no legal or contractual obligation to YALE for its failure to initiate or participate in any such legal action, except that YALE may terminate the license granted to LICENSEE hereunder in respect of such a country. 9.02 Each party shall promptly notify the other in writing in the event that it obtains knowledge of infringing activity by third parties, or is sued or threatened with an infringement suit, in any country in the LICENSED TERRITORY as a result of activities that concern the LICENSED PATENTS, and shall supply the other party with documentation of the infringing activities that it possesses. 11.2 During the TERM of this Agreement: (a) LICENSEE shall have the first right (but not the obligation) to defend the LICENSED PATENTS against infringement or interference in the FIELD and in the LICENSED TERRITORY by third parties. This right includes bringing any legal action for infringement and defending any counter claim of invalidity or action of a third party for declaratory judgment for non-shall bring a claim of infringement against YALE or non-interference. IfLICENSEE, either in the reasonable opinion United States or in any foreign country in which there is a LICENSED PATENT. If the alleged infringement is so substantial as to threaten the competitive position of LICENSEE’s counselLICENSEE and/or LICENSEE is temporarily enjoined from exercise of its license hereunder, and if YALE is required elects not to be defend against such claim and not to obtain a named party license to any permit LICENSEE to exercise its license free of such suit for standing purposesclaim, then LICENSEE may join YALE as a party; provided, however, that (i) YALE shall not be the first named party in any such action, (ii) the pleadings and any public statements about the action shall state that the action is being pursued by LICENSEE and that LICENSEE has joined YALE as a party; and (iii) LICENSEE shall keep YALE reasonably apprised of all developments in any such action. LICENSEE may settle such suits solely in its own name and solely at its sole expense defend such claim and may compromise, settle or otherwise pursue such defense in such a manner and on such terms as LICENSEE shall see fit. YALE, at its own expense and through counsel of its own selection; provided, however, that no selection may become a party to such defense and/or settlement shall be entered without YALE’s prior written consent, such consent not to be unreasonably withheldand compromise. Without limiting the foregoing, YALE may withhold its consent to In any settlement that would in any manner affect the validity, scope or enforceability of any LICENSED PATENT. LICENSEE shall bear the expense of such legal actions. Except for providing reasonable assistance (including joining such actions as described above), at the request and expense of LICENSEE, YALE shall have no obligation regarding the legal actions described in Article 11.2 unless required to participate by law. Howeverevent, YALE shall have the right to participate in any such action through its own counsel and defend, at its own expense, any such third party claim or action and to settle or compromise the same in such manner as its shall see fit. Any recovery shall first be applied to LICENSEE’s out of pocket expenses and second shall be applied to YALE’s out of pocket expenses, including legal fees. YALE shall recover [***]% of any excess recovery over those expenses. (b) In the event LICENSEE fails to initiate and pursue or may participate in the actions described in Article 11.2(a) such litigation or in lieu of such actions to initiate negotiations for a sublicense of the infringer, and the infringement has not otherwise abated, within [***] of notification of infringement from YALE, YALE may, in claim on its sole discretion, convert the LICENSE granted in Article 3 to a non-exclusive license. Additionally, YALE shall have the right to initiate legal action such as that described in Article 11.2(a) behalf at its own expense. If, in the reasonable opinion of YALE’s counsel, LICENSEE is required to be a named party to any such suit for standing purposes, YALE may join LICENSEE as party plaintiff to uphold the LICENSED PATENTS, provided, however, that YALE shall keep LICENSEE reasonably apprised of all developments in any such action. In such case, LICENSEE shall provide reasonable assistance to YALE if requested to do so, at YALE’s expense. YALE may settle such actions solely through its own counsel any recovery shall be retained by YALE. YALE may terminate the LICENSE in the country where such legal action is taken. (c) 9.03 In the event LICENSEE is permanently enjoined from exercising its LICENSE under this Agreement license rights granted hereunder pursuant to an infringement action brought by a third party, or if both LICENSEE and YALE elect not to undertake the defense or settlement of such a suit alleging claim of alleged infringement for a period of [***] six months from notice of such claim or suit, then either party LICENSEE shall have the right to terminate this Agreement in the country where the suit was filed with respect to the LICENSED PATENT infringing patent claims following [***] 30 days' written notice to the other party YALE and in accordance with the terms of Article 15XI hereof.

Infringement and Litigation. 11.1 Each 6.1 In the event that METAGENICS or GALAGEN determines that any LICENSED PATENT RIGHTS are being infringed in the GALAGEN FIELD OF USE by an unlicensed third party, the knowledgeable party shall promptly immediately notify the other party in writing in of the name and address of the alleged third party infringer, the alleged acts of infringement, and any available evidence of infringement, and any factual evidence supporting such claim of infringement. 6.2 In the event that it obtains knowledge of infringing activity by third parties, METAGENICS or is sued or threatened with an infringement suit, in GALAGEN determines that any country LICENSED PATENT RIGHTS are being infringed in the LICENSED TERRITORY as a result of activities that concern the LICENSED PATENTSGALAGEN FIELD OF USE by an unlicensed third party, and shall supply the other party with documentation of the infringing activities that it possesses. 11.2 During the TERM of this Agreement: (a) LICENSEE shall have the first right (but not the obligation) to defend the LICENSED PATENTS against infringement or interference in the FIELD and in the LICENSED TERRITORY by third parties. This right includes bringing any legal action for infringement and defending any counter claim of invalidity or action of a third party for declaratory judgment for non-infringement or non-interference. If, in the reasonable opinion of LICENSEE’s counsel, YALE is required to be a named party to any such suit for standing purposes, LICENSEE may join YALE as a party; provided, however, that (i) YALE shall not be the first named party in any such action, (ii) the pleadings and any public statements about the action shall state that the action is being pursued by LICENSEE and that LICENSEE has joined YALE as a party; and (iii) LICENSEE shall keep YALE reasonably apprised of all developments in any such action. LICENSEE may settle such suits solely in its own name and solely at its own expense and through counsel of its own selection; provided, however, that no settlement shall be entered without YALE’s prior written consent, such consent not to be unreasonably withheld. Without limiting the foregoing, YALE may withhold its consent to any settlement that would in any manner affect the validity, scope or enforceability of any LICENSED PATENT. LICENSEE shall bear the expense of such legal actions. Except for providing reasonable assistance (including joining such actions as described above), at the request and expense of LICENSEE, YALE shall have no obligation regarding the legal actions described in Article 11.2 unless required to participate by law. However, YALE shall have the right to participate in any such action through its own counsel and at its own expense. Any recovery shall first be applied to LICENSEE’s out of pocket expenses and second shall be applied to YALE’s out of pocket expenses, including legal fees. YALE shall recover [***]% of any excess recovery over those expenses. (b) In the event LICENSEE fails to initiate and pursue or participate in the actions described in Article 11.2(a) or in lieu of such actions to initiate negotiations for a sublicense of the infringer, and the infringement has not otherwise abated, within [***] of notification of infringement from YALE, YALE may, in its sole discretion, convert the LICENSE granted in Article 3 to a non-exclusive license. Additionally, YALE METAGENICS shall have the right to initiate patent infringement litigation in METAGENICS' name against said alleged third party infringer. GALAGEN shall have the right, at GALAGEN's option, to join as co-plaintiff in such legal action for the purpose of enforcing any claim GALAGEN many have and recovering any damages GALAGEN incurs arising out of the alleged third party infringement. However, in all circumstances in which METAGENICS elects to initiate legal action involving the alleged third party infringer, such legal action shall be under the sole direction of METAGENICS. METAGENICS shall bear all expenses, including attorney's fees, incurred in connection with such legal action, but GALAGEN agrees to perform all actions as that described are determined to be reasonably necessary by METAGENICS legal counsel in Article 11.2(a) at its own expensethe conduct of litigation. METAGENICS shall receive any relief obtained by such litigation, including all monetary awards. If, in at any time during the reasonable opinion term of YALE’s counselthis Agreement, LICENSEE is required to GALAGEN or METAGENICS shall be a named party to any such suit for standing purposes, YALE may join LICENSEE as party plaintiff unable to uphold the validity of any LICENSED PATENTSPATENT RIGHTS against an alleged third party infringer, providedGALAGEN shall not have a claim for refund or reimbursement of any previously paid royalty against METAGENICS. 6.3 Upon becoming aware of any third party infringement or alleged third party infringement of any of the LICENSED PATENT RIGHTS, howeverMETAGENICS shall, as expeditiously as possible and without undue delay, initiate legal action to stop the alleged third party infringing activity of any of the LICENSED PATENT RIGHTS. If the alleged third party infringing activity does not cease or METAGENICS does not initiate legal action to stop the alleged third party infringing activity within sixty (60) days after receiving notification of alleged third party infringing activity from GALAGEN, GALAGEN shall have the right to initiate patent infringement litigation in METAGENICS' name against said alleged third party infringer. Such litigation will be under the sole direction of GALAGEN, and at GALAGEN's expense, but METAGENICS agrees to perform all actions as are determined to be reasonably necessary by GALAGEN's legal counsel in the conduct of such litigation, including joining in such litigation. GALAGEN shall receive any relief obtained by such litigation, including all monetary awards. 6.4 In the event that YALE any third party shall keep LICENSEE reasonably apprised bring an action against GALAGEN or its sublicensee(s) for alleged infringement of all developments in any a third party intellectual property rights arising out of the manufacture, use or sale of LICENSED PRODUCT(S) subject to royalty hereunder or the practice of LICENSED METHOD(S), GALAGEN shall promptly give written notice to METAGENICS reporting such action. In such case, LICENSEE METAGENICS shall provide reasonable assistance such assistance, including the furnishing of documents and information and the execution of all necessary documents, as GALAGEN may reasonably require to YALE if requested to do so, at YALE’s expensedefend such action. YALE may settle such actions solely through GALAGEN shall bear the costs of its own counsel defense and the outcome of any recovery shall be retained such charge of infringement. However, during the pendency of such action, if the LICENSED PRODUCT(S) or LICENSED METHOD(S) would not infringe the third party's intellectual property rights but for the inclusion of the methods, apparatus, articles of manufacture, and/or compositions of matter encompassed by YALE. YALE one or more claims of the LICENSED PATENT RIGHTS, then GALAGEN and its sublicensee(s) may terminate the LICENSE reduce any royalty payment to METAGENICS by one-half for activity in the country where such legal action is taken. (c) pending. In the event LICENSEE is permanently enjoined from exercising that GALAGEN or its LICENSE under this Agreement pursuant sublicensee(s) are obligated to an pay royalties or make further payments to such third party in order to make, have made, make for others, use, import, offer for sale, sell or otherwise distribute LICENSED PRODUCT(S) or practice LICENSED METHOD(S) in such country, if the LICENSED PRODUCT(S) or LICENSED METHOD(S) would not infringe the third party's intellectual property rights but for the inclusion of the methods, apparatus, articles of manufacture, and/or compositions of matter encompassed by one or more claims of the LICENSED PATENT RIGHTS, then such payments shall be creditable by up to one-half of the amount of royalties payable to METAGENICS with respect to that country. 6.5 METAGENICS and GALAGEN agree to keep each other fully informed as to the progress of any such third party infringement action brought by a third party, or if both LICENSEE and YALE elect not to undertake the defense or settlement discussions pertaining to any such alleged third party infringement initiated in the sole name or joint names of a suit alleging METAGENICS or GALAGEN. 6.6 The party bringing and in control of any third party infringement for a period of [***] from notice of action or settlement discussions pertaining to any such suit, then either alleged third party infringement shall have the right to terminate this Agreement dispose of such third party infringement action or such settlement discussions in the country where the suit was filed with respect to the LICENSED PATENT following [***] written notice to the other party in accordance a reasonable manner which is consistent with the terms best interests of Article 15METAGENICS and GALAGEN.

Infringement and Litigation. 11.1 11.1. Each party shall promptly notify the other in writing in the event that it obtains knowledge of infringing activity by third parties, or is sued or threatened with an infringement suit, in any country in the LICENSED TERRITORY as a result of activities that concern the LICENSED PATENTS, PATENTS and shall supply the other party with documentation of the infringing activities that it possesses. 11.2 11.2. During the TERM of this Agreement: (a) LICENSEE shall have the first right (but not the obligation) and obligation to defend the LICENSED PATENTS against infringement or interference in the FIELD and in the LICENSED TERRITORY by third partiesparties except with respect to use of LICENSED PRODUCTS by INSTITUTIONS or non-profit institutions collaborating with INSTITUTIONS for ACADEMIC RESEARCH PURPOSES. This right and obligation includes bringing any legal action for infringement and defending any counter claim of invalidity or action of a third party for declaratory judgment for non-infringement or non-interference. If, in the reasonable opinion of LICENSEE’s 's and INSTITUTIONS' respective counsel, YALE is INSTITUTIONS are required to be a named party to any such suit for standing purposes, LICENSEE may join YALE INSTITUTIONS as a party; provided, however, that (i) YALE INSTITUTIONS shall not be the first named party parties in any such action, (ii) the pleadings and any public statements about the action shall state that the action is being pursued by LICENSEE and that LICENSEE has joined YALE INSTITUTIONS as a party; and (iii) LICENSEE shall keep YALE INSTITUTIONS reasonably apprised of all developments in any such action. LICENSEE may settle such suits solely in its own name and solely at its own expense and through counsel of its own selection; provided, however, that no settlement shall be entered without YALE’s INSTITUTIONS' prior written consent, such consent not to be unreasonably withheld. Without limiting the foregoing, YALE may withhold its consent to any settlement that would in any manner affect the validity, scope or enforceability of any LICENSED PATENT. LICENSEE shall bear the expense of such legal actions. Except for providing reasonable assistance (including joining such actions as described above)assistance, at the request and expense of LICENSEE, YALE INSTITUTIONS shall have no obligation regarding the legal actions described in Article 11.2 unless required to participate by law. However, YALE INSTITUTIONS shall have the right to participate in any such action through its own counsel and at its own expense. Any recovery shall first be applied to LICENSEE’s 's out of pocket expenses and legal fees, and second shall be applied to YALE’s INSTITUTIONS' out of pocket expenses, including legal fees. YALE shall recover [***]% of any Any excess recovery over those expensesexpenses representing loss of sales due to the infringement shall be treated as NET SALES for which INSTITUTIONS shall be paid EARNED ROYALTIES. INSTITUTIONS shall recover 25% of excess recovery over expenses and loss of sales. (b) In the event LICENSEE fails to initiate and pursue or participate in the actions described in Article 11.2(a11.2 (a) or in lieu within sixty (60) days of such actions to initiate negotiations for a sublicense of the infringer, and the infringement has not otherwise abated, within [***] of (a) notification of infringement from YALEINSTITUTIONS or (b) the date LICENSEE otherwise first becomes aware of an infringement, YALE maywhichever is earlier, in its sole discretion, convert the LICENSE granted in Article 3 to a non-exclusive license. Additionally, YALE INSTITUTIONS shall have the right to initiate such legal action such as that described in Article 11.2(a) at its own expense. If, in expense and INSTITUTIONS may use the reasonable opinion name of YALE’s counsel, LICENSEE is required to be a named party to any such suit for standing purposes, YALE may join LICENSEE as party plaintiff to uphold the LICENSED PATENTS, provided, however, that YALE shall keep LICENSEE reasonably apprised of all developments in any such action. In such case, LICENSEE shall provide reasonable assistance to YALE INSTITUTIONS if requested to do so, at YALE’s expense. YALE INSTITUTIONS may settle such actions solely through its own counsel any counsel. Any recovery shall be retained split between INSTITUTIONS and LICENSEE on a pro rata basis as determined by YALE. YALE may terminate the LICENSE relative total out of pocket and legal expenses incurred by each party in pursuing the country where such legal action is takensolely through INSTITUTIONS counsel and settled in favor of INSTITUTIONS. (c) 11.3. In the event LICENSEE is permanently enjoined from exercising its LICENSE under this Agreement pursuant to an infringement action brought by a third party, or if both LICENSEE and YALE INSTITUTIONS elect not to undertake the defense or settlement of a suit alleging infringement for a period of [***] six (6) months from notice of such suit, then either party shall have the right to terminate this Agreement in the country where the suit was filed with respect to the LICENSED PATENT licensed patent following [***] thirty (30) days' written notice to the other party in accordance with the terms of Article 15.

Infringement and Litigation. 11.1 Each party INO and VGXI are responsible for notifying each other promptly of any known or suspected infringement of INO PATENT RIGHTS, which may come to their attention after the EFFECTIVE DATE. INO and VGXI shall promptly notify consult one another in a timely manner concerning an appropriate response to the other in writing in the event that it obtains knowledge of infringing activity by third parties, or is sued or threatened with an infringement suit, in any country in the LICENSED TERRITORY as a result of activities that concern the LICENSED PATENTS, and shall supply the other party with documentation of the infringing activities that it possessesinfringement. 11.2 During the TERM of this Agreement: (a) LICENSEE shall have INO has the first right (but not the obligation) and ability to defend the LICENSED PATENTS against prosecute a material infringement or interference in the FIELD and in the LICENSED TERRITORY of INO PATENT RIGHTS at its own expense. In such event, financial recoveries will be entirely retained by third parties. This INO. 11.3 Provided INO declines to pursue its right includes bringing any legal action for infringement and defending any counter claim of invalidity or action of a third party for declaratory judgment for non-infringement or non-interference. Ifto prosecute, in the reasonable opinion of LICENSEE’s counselsection 11.2 above, YALE is required to be a named party to then VGXI may prosecute such infringement at its own expense. However, VGXI shall not settle or compromise any such suit for standing purposes, LICENSEE may join YALE as in a party; provided, however, manner that (i) YALE shall not be imposes any obligations or restrictions on INO or grants any rights to the first named party in INO PATENT RIGHTS without INO’s prior written permission. Financial recoveries from any such actionlitigation will first be applied to reimburse VGXI for its litigation expenditures with additional recoveries being paid to VGXI, (ii) subject to lost royalty due INO based on such infringement. 11.4 VGXI’s rights under Section11.3 are subject to the pleadings and any public statements about the action shall state that the action is being pursued by LICENSEE and that LICENSEE has joined YALE as a party; and (iii) LICENSEE shall keep YALE reasonably apprised continuing right of all developments in any such action. LICENSEE may settle such suits solely in its own name and solely INO to intervene at its INO’s own expense and through counsel join VGXI in any claim or suit for infringement of its own selection; provided, however, that no the INO PATENT RIGHTS. Any consideration received by INO or VGXI in any award or settlement of any claim or suit shall be entered without YALEshared between INO and VGXI in proportion with each party’s prior written consentshare of the litigation expenses reasonably incurred in such infringement action. 11.5 In any action to enforce any of the INO PATENT RIGHTS, such consent not to be unreasonably withheld. Without limiting the foregoing, YALE may withhold its consent to any settlement that would in any manner affect the validity, scope or enforceability of any LICENSED PATENT. LICENSEE shall bear the expense of such legal actions. Except for providing reasonable assistance (including joining such actions as described above)either party, at the request and reasonable expense of LICENSEEthe other party, YALE shall have no obligation regarding cooperate to the legal actions described in Article 11.2 unless required fullest extent reasonably possible. This provision shall not be construed to participate by law. However, YALE shall have the right require either party to participate in undertake any such action through its own counsel and at its own expense. Any recovery shall first be applied to LICENSEE’s out of pocket expenses and second shall be applied to YALE’s out of pocket expensesactivities, including legal fees. YALE shall recover [***]% discovery, at the request of any excess recovery over those expenses. (b) In the event LICENSEE fails to initiate and pursue or participate in the actions described in Article 11.2(a) or in lieu of such actions to initiate negotiations for a sublicense of the infringer, and the infringement has not otherwise abated, within [***] of notification of infringement from YALE, YALE may, in its sole discretion, convert the LICENSE granted in Article 3 to a non-exclusive license. Additionally, YALE shall have the right to initiate legal action such third party except as that described in Article 11.2(a) at its own expense. If, in the reasonable opinion of YALE’s counsel, LICENSEE is may be required to be a named party to any such suit for standing purposes, YALE may join LICENSEE as party plaintiff to uphold the LICENSED PATENTS, provided, however, that YALE shall keep LICENSEE reasonably apprised of all developments in any such action. In such case, LICENSEE shall provide reasonable assistance to YALE if requested to do so, at YALE’s expense. YALE may settle such actions solely through its own counsel any recovery shall be retained by YALE. YALE may terminate the LICENSE in the country where such legal action is taken. (c) In the event LICENSEE is permanently enjoined from exercising its LICENSE under this Agreement pursuant to an infringement action brought by a third party, or if both LICENSEE and YALE elect not to undertake the defense or settlement lawful process of a suit alleging infringement for a period court of [***] from notice of such suit, then either party shall have the right to terminate this Agreement in the country where the suit was filed with respect to the LICENSED PATENT following [***] written notice to the other party in accordance with the terms of Article 15competent jurisdiction.

Infringement and Litigation. 11.1 Each party INO and VGXI are responsible for notifying each other promptly of any known or suspected infringement of INO PATENT RIGHTS, which may come to their attention after the EFFECTIVE DATE. INO and VGXI shall promptly notify consult one another in a timely manner concerning an appropriate response to the other in writing in the event that it obtains knowledge of infringing activity by third parties, or is sued or threatened with an infringement suit, in any country in the LICENSED TERRITORY as a result of activities that concern the LICENSED PATENTS, and shall supply the other party with documentation of the infringing activities that it possessesinfringement. 11.2 During the TERM of this Agreement: (a) LICENSEE shall have INO has the first right (but and ability to prosecute a material infringement of INO PATENT RIGHTS at its own expense. In such event, financial recoveries will be entirely retained by INO. *** Certain confidential information in this document has been omitted pursuant to a request for Confidential Treatment and filed separately with the Commission. 11.3 Provided INO declines to pursue its right to prosecute, above section 11.2, then VGXI may prosecute such infringement at its own expense. However, VGXI shall not the obligation) to defend the LICENSED PATENTS against infringement settle or interference in the FIELD and in the LICENSED TERRITORY by third parties. This right includes bringing any legal action for infringement and defending any counter claim of invalidity or action of a third party for declaratory judgment for non-infringement or non-interference. If, in the reasonable opinion of LICENSEE’s counsel, YALE is required to be a named party to compromise any such suit for standing purposes, LICENSEE may join YALE as in a party; provided, however, manner that (i) YALE shall not be imposes any obligations or restrictions on INO or grants any rights to the first named party in INO PATENT RIGHTS without INO’s prior written permission. Financial recoveries from any such actionlitigation will first be applied to reimburse VGXI for its litigation expenditures with additional recoveries being paid to VGXI, (ii) subject to lost royalty due INO based on such infringement. 11.4 VGXI’s rights under Section11.3 are subject to the pleadings and any public statements about the action shall state that the action is being pursued by LICENSEE and that LICENSEE has joined YALE as a party; and (iii) LICENSEE shall keep YALE reasonably apprised continuing right of all developments in any such action. LICENSEE may settle such suits solely in its own name and solely INO to intervene at its INO’s own expense and through counsel join VGXI in any claim or suit for infringement of its own selection; provided, however, that no the INO PATENT RIGHTS. Any consideration received by INO or VGXI in any award or settlement of any claim or suit shall be entered without YALEshared between INO and VGXI in proportion with each party’s prior written consentshare of the litigation expenses reasonably incurred in such infringement action. 11.5 In any action to enforce any of the INO PATENT RIGHTS, such consent not to be unreasonably withheld. Without limiting the foregoing, YALE may withhold its consent to any settlement that would in any manner affect the validity, scope or enforceability of any LICENSED PATENT. LICENSEE shall bear the expense of such legal actions. Except for providing reasonable assistance (including joining such actions as described above)either party, at the request and reasonable expense of LICENSEEthe other party, YALE shall have no obligation regarding cooperate to the legal actions described in Article 11.2 unless required fullest extent reasonably possible. This provision shall not be construed to participate by law. However, YALE shall have the right require either party to participate in undertake any such action through its own counsel and at its own expense. Any recovery shall first be applied to LICENSEE’s out of pocket expenses and second shall be applied to YALE’s out of pocket expensesactivities, including legal fees. YALE shall recover [***]% discovery, at the request of any excess recovery over those expenses. (b) In the event LICENSEE fails to initiate and pursue or participate in the actions described in Article 11.2(a) or in lieu of such actions to initiate negotiations for a sublicense of the infringer, and the infringement has not otherwise abated, within [***] of notification of infringement from YALE, YALE may, in its sole discretion, convert the LICENSE granted in Article 3 to a non-exclusive license. Additionally, YALE shall have the right to initiate legal action such third party except as that described in Article 11.2(a) at its own expense. If, in the reasonable opinion of YALE’s counsel, LICENSEE is may be required to be a named party to any such suit for standing purposes, YALE may join LICENSEE as party plaintiff to uphold the LICENSED PATENTS, provided, however, that YALE shall keep LICENSEE reasonably apprised of all developments in any such action. In such case, LICENSEE shall provide reasonable assistance to YALE if requested to do so, at YALE’s expense. YALE may settle such actions solely through its own counsel any recovery shall be retained by YALE. YALE may terminate the LICENSE in the country where such legal action is taken. (c) In the event LICENSEE is permanently enjoined from exercising its LICENSE under this Agreement pursuant to an infringement action brought by a third party, or if both LICENSEE and YALE elect not to undertake the defense or settlement lawful process of a suit alleging infringement for a period court of [***] from notice of such suit, then either party shall have the right to terminate this Agreement in the country where the suit was filed with respect to the LICENSED PATENT following [***] written notice to the other party in accordance with the terms of Article 15competent jurisdiction.

Infringement and Litigation. 11.1 Each party shall promptly notify the other in writing in the event that it obtains knowledge of infringing activity by third parties, or is sued or threatened with an infringement suit, in any country in the LICENSED TERRITORY as a result of activities that concern the LICENSED PATENTS, PATENTS and shall supply the other party with documentation of the infringing activities that it possesses.. Yale Confidential 11.2 During the TERM of this Agreement: (a) LICENSEE shall have the first right (right, but not the obligation) , to defend the LICENSED PATENTS against infringement infringement, validity or enforceability challenges or interference in the FIELD and in the LICENSED TERRITORY by third parties. This right and obligation includes bringing any legal action for infringement and defending any counter claim of invalidity or action of a third party for declaratory judgment for non-infringement infringement, invalidity, unenforceability or non-interference. If, in the reasonable opinion of LICENSEE’s counsel, YALE is required to be a named party to any such suit for standing purposes, LICENSEE may join YALE as a party; provided, however, that (i) YALE shall not be the first named party in any such action, (ii) the pleadings and any public statements about the action shall state that the action is being pursued by LICENSEE and that LICENSEE has joined YALE as a party; and (iii) LICENSEE shall keep YALE reasonably apprised of all developments in any such action. LICENSEE may settle such suits solely in its own name and solely at its own expense and through counsel of its own selection; provided, however, that no settlement shall be entered without YALE’s prior written consent, such consent not to be unreasonably withheld. Without limiting the foregoing, YALE may withhold its consent to any settlement that would in any manner affect the validity, scope withheld or enforceability of any LICENSED PATENTdelayed. LICENSEE shall bear the expense of such legal actions. Except as described above or for providing reasonable assistance (including joining such actions as described above)assistance, at the request and expense of LICENSEELICENSEE (which shall include being joined as a party as set forth above), YALE shall have no obligation regarding the legal actions described in Article 11.2 unless required to participate by law. However, YALE shall have the right to participate in any such action through its own counsel and at its own expense. Any recovery arising from an enforcement of the LICENSED PATENTS shall first be applied to LICENSEE’s out of pocket expenses and second shall be applied to YALE’s out of pocket expenses, including legal fees. YALE shall recover [***]% ] of any excess recovery over those expensesexpenses arising from the enforcement of the LICENSED PATENTS. If intellectual property other than the LICENSED PATENTS is part of the enforcement action and the recovery, then YALE shall recover [***] of the recovery fairly allocated to the LICENSED PATENTS, as determined by an independent third party appraiser. (b) In the event LICENSEE fails to initiate and pursue or participate in the actions described in Article 11.2(aArticle(a) or in lieu of such actions to initiate negotiations for a sublicense of the infringer, and the infringement has not otherwise abated, within [***] of (a) notification of infringement from YALE or (b) the date LICENSEE otherwise first becomes aware of an infringement, whichever is earlier, and provided such infringement results in a material reduction in royalties that would otherwise be payable to YALE, YALE may, or in its sole discretion, convert the LICENSE granted opinion of YALE’s patent counsel would result in Article 3 to a non-exclusive license. Additionallypotential loss of material rights under the LICENSED PATENTS, YALE shall have the right to initiate such legal action such as that described in Article 11.2(a) at its own expense. If, in the reasonable opinion of YALE’s counsel, LICENSEE is required to be a named party to any such suit for standing purposes, YALE may join LICENSEE as party plaintiff to uphold the LICENSED PATENTS, provided, however, that YALE shall keep LICENSEE reasonably apprised of all developments in any such actionexpense . In such case, LICENSEE shall provide *** Certain information on this page has been omitted and filed separately with the Commission. Confidential treatment has been requested with respect to the omitted portions. Yale Confidential reasonable assistance to YALE if requested to do so, at YALE’s expense. YALE may settle such actions solely through its own counsel any counsel. Any recovery shall be retained by YALE. YALE may terminate convert the grant of the LICENSE herein to a non-exclusive license in the country where such legal action is takentaken upon written notice to LICENSEE. (c) In Notwithstanding the event foregoing, neither LICENSEE is permanently enjoined from exercising its LICENSE under this Agreement pursuant nor YALE shall take any action to an infringement action brought by a third party, or if both LICENSEE and YALE elect not to undertake the defense or settlement of a suit alleging infringement for a period of [***] from notice of such suit, then either party shall have the right to terminate this Agreement in the country where the suit was filed with respect to enforce the LICENSED PATENT following [***] written notice PATENTS, in low or lower-middle income countries, where such action is intended to prevent the other party sale of LICENSED PRODUCTS in accordance with any such countries. However, LICENSEE and/or YALE may take such action in any such country, provided that such action is intended to prevent the terms manufacturing, use or sale of Article 15LICENSED PRODUCTS for export to countries that are not low-income or lower-middle countries.

Infringement and Litigation. 11.1 10.1 LICENSEE shall have the first right to defend the LICENSED PATENTS against infringement or interference by other parties in any country in which an EXCLUSIVE LICENSE is in effect hereunder, including by bringing any legal action for infringement or defending any counterclaim of invalidity or action of a third party for declaratory judgment of non-infringement or interference which LICENSEE, in its sole discretion, decides is reasonable and neccessary for it to undertake. LICENSEE shall bring or defend, or subject to YALE's reasonable approval, may settle any such actions soley at its own expense and through counsel of its selection; provided, however that YALE shall be entitled in each instance to participate through counsel of its selection and at its own expense. YALE shall have no responsibility or financial obligation with respect to any such infringement action or interference except to provide reasonable assistance to LICENSEE as requested to allow LICENSEE to bring such legal action in YALE's name, and LICENSEE shall reimburse YALE for YALE's out-of-pocket expenses in connection with any such assistance. 10.2 YALE shall have the first right to defend the LICENSED PATENTS against infringement in any country in which the NON-EXCLUSIVE LICENSE is in effect or in the event LICENSEE declines to excercise its right to defend the LICENSED PATENTS under Article 10.1 and shall file and prosecute, defend or settle, such infringement and declaratory judgement actions at its own expense, through counsel of its selection and with sole discretion as to whether to bring or defend or settle any such action; provided, however, that in the event that YALE shall fail to bring or defend such an action or otherwise resolve the claim including by grant of a royalty-bearing (at a minimum royalty at least equal to the comparable royalty herein) license, within six (6) months following notice of the infringement. LICENSEE, at its discretion, may terminate this AGREEMENT with respect to the country or countries involved or meet with YALE and both parties shall in good faith negotiate a reduced royalty reflecting LICENSEE's diminished competitive edge. 10.3 Each party shall promptly notify the other in writing in the event that it obtains knowledge of infringing activity by third parties, or is sued or threatened with an infringement suit, in any country in the LICENSED TERRITORY as a result of activities that concern the LICENSED PATENTS, and shall supply the other party with documentation of the infringing activities that it possesses. 11.2 During the TERM of this Agreement: (a) LICENSEE shall have the first right (but not the obligation) to defend the LICENSED PATENTS against infringement or interference in the FIELD and in the LICENSED TERRITORY by third parties. This right includes bringing any legal action for infringement and defending any counter claim of invalidity or action of a third party for declaratory judgment for non-shall bring a claim of infringement by the LICENSED PRODUCT OR SERVICES against YALE or non-interference. IfLICENSEE, either in the reasonable opinion of LICENSEE’s counsel, YALE is required to be a named party to any such suit for standing purposes, LICENSEE may join YALE as a party; provided, however, that (i) YALE shall not be the first named party United States or in any foreign country. If the alleged infringement is so substantial as to threaten the competitive position of LICENSEE and/or LICENSEE is enjoined from excercise of its license hereunder, and if YALE elects not to defend against such actionclaim and not to obtain a license to permit LICENSEE to excercise its license free of such claim, (ii) the pleadings and any public statements about the action shall state that the action is being pursued by then LICENSEE and that LICENSEE has joined YALE as a party; and (iii) LICENSEE shall keep YALE reasonably apprised of all developments in any such action. LICENSEE may settle such suits solely may, in its own name and solely at its sole expense, defend such claim, and may compromise, settle or otherwise obtain such license, in such manner and on such terms as LICENSEE shall see fit or terminate this AGREEMENT as to such country or countries. At all times, LICENSEE shall have the right to immediately cease sales of LICENSED PRODUCTS OR SERVICES pending the outcome of such claim of infringement or if it elects to continue sales and to apply against the cost of defending such claim up to fifty percent (50%) of any amounts payable to YALE under Article IV of this AGREEMENT, YALE, at its own expense and through counsel of its own selection; provided, however, that no may become a party to such defense and/or settlement shall be entered without YALE’s prior written consent, such consent not to be unreasonably withheldand compromise. Without limiting the foregoing, YALE may withhold its consent to In any settlement that would in any manner affect the validity, scope or enforceability of any LICENSED PATENT. LICENSEE shall bear the expense of such legal actions. Except for providing reasonable assistance (including joining such actions as described above), at the request and expense of LICENSEE, YALE shall have no obligation regarding the legal actions described in Article 11.2 unless required to participate by law. Howeverevent, YALE shall have the right to participate in any such action through its own counsel and defend, at its own expense. Any recovery , any third party claim or action brought against YALE and to settle or compromise the same in such manner as it shall first be applied see fit provided that LICENSEE is not prejudiced thereby with respect to any claim brought against LICENSEE or with respect to LICENSEE’s out 's sale, manufacture or use of pocket expenses and second shall be applied to YALE’s out of pocket expenses, including legal feesLICENSED PRODUCTS OR SERVICES. YALE shall recover [***]% of any excess recovery over those expenses. (b) In the event LICENSEE fails to initiate and pursue or may participate in the actions described in Article 11.2(a) such litigation or in lieu of such actions to initiate negotiations for a sublicense of the infringer, and the infringement has not otherwise abated, within [***] of notification of infringement from YALE, YALE may, claim in its sole discretion, convert the LICENSE granted in Article 3 to a non-exclusive license. Additionally, YALE shall have the right to initiate legal action such as that described in Article 11.2(a) own behalf at its own expense. If, in the reasonable opinion of YALE’s counsel, LICENSEE is required to be a named party to any such suit for standing purposes, YALE may join LICENSEE as party plaintiff to uphold the LICENSED PATENTS, provided, however, that YALE shall keep LICENSEE reasonably apprised of all developments in any such action. In such case, LICENSEE shall provide reasonable assistance to YALE if requested to do so, at YALE’s expense. YALE may settle such actions solely through its own counsel any recovery shall be retained by YALE. YALE may terminate the LICENSE in the country where such legal action is taken. (c) In the event LICENSEE is permanently enjoined from exercising its LICENSE under this Agreement pursuant to an infringement action brought by a third party, or if both LICENSEE and YALE elect not to undertake the defense or settlement of a suit alleging infringement for a period of [***] from notice of such suit, then either party shall have the right to terminate this Agreement in the country where the suit was filed with respect to the LICENSED PATENT following [***] written notice to the other party in accordance with the terms of Article 15.

Infringement and Litigation. 11.1 Each party shall 11.1. The Parties are responsible for notifying each other promptly notify the other in writing in the event that it obtains knowledge of infringing activity by third parties, or is sued or threatened with an any infringement suit, in any country in the LICENSED TERRITORY as a result of activities that concern the LICENSED PATENTS, and shall supply the other party with documentation of the infringing activities Licensed Technology that it possessesmay come to their attention. The Parties shall consult one another in a timely manner concerning any appropriate response to the infringement. 11.2 During the TERM of this Agreement: (a) LICENSEE 11.2. The Company shall have the first right (right, but not the obligation) , to defend the LICENSED PATENTS against infringement or interference take action in the FIELD and in the LICENSED TERRITORY by third parties. This right includes bringing prosecution, prevention, or termination of any legal action for infringement and defending any counter claim control the prosecution of invalidity or action of a third party for declaratory judgment for non-such infringement or non-interferenceat its sole discretion and [***]. If, in the reasonable opinion of LICENSEE’s counsel, YALE is required to be a named party to The Company shall not settle any such suit for standing purposesin a manner that imposes any obligations or restrictions on the Licensor or compromises the Licensed Technology, LICENSEE may join YALE as a party; providedwithout the prior written permission of the Licensor, however, that (i) YALE which shall not be unreasonably withheld, delayed or conditioned. Whenever any suit is brought against any infringer by the first named party Company as above provided, the Company shall immediately notify the Licensor of such suit. 11.3. If the Company elects not to file any claim or suit for infringement of the Licensed Technology, Licensor may, [***], elect to do so by written notice to Company. In addition, Licensor shall, if so required by the law of the forum, join the Company (including as plaintiff or co-plaintiff) in any claim or suit for infringement of the Licensed Technology, [***]. For this purpose the Licensor shall execute such actionlegal papers as may be necessary for the prosecution of such suit and requested by the Company and shall provide all other necessary assistance. 11.4. The Company shall [***]. 11.5. Subject to the aforementioned obligations, (ii) the pleadings and any public statements about the action shall state that the action is being pursued by LICENSEE and that LICENSEE has joined YALE as a party; and (iii) LICENSEE shall keep YALE reasonably apprised of all developments in any such action. LICENSEE may settle such suits solely in its own name and solely at its own expense and through counsel of its own selection; providedaction to enforce the Licensed Technology, however, that no settlement shall be entered without YALE’s prior written consent, such consent not to be unreasonably withheld. Without limiting the foregoing, YALE may withhold its consent to any settlement that would in any manner affect the validity, scope or enforceability of any LICENSED PATENT. LICENSEE shall bear the expense of such legal actions. Except for providing reasonable assistance (including joining such actions as described above)either Party, at the request and expense of LICENSEE, YALE the other Party shall have no obligation regarding cooperate to the legal actions described in Article 11.2 unless required fullest extent reasonably possible. This provision shall not be construed to participate by law. However, YALE shall have the right require either Party to participate in undertake any such action through its own counsel and at its own expense. Any recovery shall first be applied to LICENSEE’s out of pocket expenses and second shall be applied to YALE’s out of pocket expensesactivities, including legal fees. YALE shall recover [***]% discovery, at the request of any excess recovery over those expenses. (b) In the event LICENSEE fails to initiate and pursue or participate in the actions described in Article 11.2(a) or in lieu of such actions to initiate negotiations for a sublicense of the infringer, and the infringement has not otherwise abated, within [***] of notification of infringement from YALE, YALE may, in its sole discretion, convert the LICENSE granted in Article 3 to a non-exclusive license. Additionally, YALE shall have the right to initiate legal action such third party except as that described in Article 11.2(a) at its own expense. If, in the reasonable opinion of YALE’s counsel, LICENSEE is may be required to be a named party to any such suit for standing purposes, YALE may join LICENSEE as party plaintiff to uphold the LICENSED PATENTS, provided, however, that YALE shall keep LICENSEE reasonably apprised of all developments in any such action. In such case, LICENSEE shall provide reasonable assistance to YALE if requested to do so, at YALE’s expense. YALE may settle such actions solely through its own counsel any recovery shall be retained by YALE. YALE may terminate the LICENSE in the country where such legal action is taken. (c) In the event LICENSEE is permanently enjoined from exercising its LICENSE under this Agreement pursuant to an infringement action brought by a third party, or if both LICENSEE and YALE elect not to undertake the defense or settlement lawful process of a suit alleging infringement for a period court of [***] from notice of such suit, then either party shall have the right to terminate this Agreement in the country where the suit was filed with respect to the LICENSED PATENT following [***] written notice to the other party in accordance with the terms of Article 15competent jurisdiction.