Common use of INFRINGEMENT AND PATENT ENFORCEMENT Clause in Contracts

INFRINGEMENT AND PATENT ENFORCEMENT. 11.01 PHS and Licensee agree to notify each other promptly of each infringement or possible infringement of the Licensed Patent Rights, as well as any facts which may affect the validity, scope, or enforceability of the Licensed Patent Rights of which either Party becomes aware. 11.02 Pursuant to this Agreement and the provisions of Chapter 29 of title 35, United States Code, Licensee may: a) bring suit in its own name, at its own expense, and on its own behalf for infringement of presumably valid claims in the Licensed Patent Rights; b) in any such suit, enjoin infringement and collect for its use, damages, profits, and awards of whatever nature recoverable for such infringement; and c) settle any claim or suit for infringement of the Licensed Patent Rights provided, however, that PHS and appropriate Government authorities shall have the first right to take such actions. If Licensee desires to initiate a suit for patent infringement, Licensee shall notify PHS in writing. If PHS does not notify Licensee of its intent to pursue legal action within ninety (90) days, Licensee shall be free to initiate suit. PHS shall have a continuing right to intervene in such suit. Licensee shall take no action to compel the Government either to initiate or to join in any such suit for patent infringement. Licensee may request the Government to initiate or join in any such suit if necessary to avoid dismissal of the suit. Should the Government be made a party to any such suit, Licensee shall reimburse the Government for any costs, expenses, or fees which the Government incurs as a result of such motion or other action, including any and all costs incurred by the Government in opposing any such motion or other action. In all cases, Licensee agrees to keep PHS reasonably apprised of the status and progress of any litigation. Before Licensee commences an infringement action, Licensee shall notify PHS and give careful consideration to the views of PHS and to any potential effects of the litigation on the public health in deciding whether to bring suit. 11.03 In the event that a declaratory judgment action alleging invalidity or non infringement of any of the Licensed Patent Rights shall be brought against Licensee or raised by way of counterclaim or affirmative defense in an infringement suit brought by Licensee under Paragraph 11.02, pursuant to this Agreement and the provisions of Chapter 29 of Xxxxx 00, Xxxxxx Xxxxxx Code or other statutes, Licensee may: a) defend the suit in its own name, at its own expense, and on its own behalf for presumably valid claims in the Licensed Patent Rights; b) in any such suit, ultimately to enjoin infringement and to collect for its use, damages, profits, and awards of whatever nature recoverable for such infringement; and c) settle any claim or suit for declaratory judgment involving the Licensed Patent Rights provided, however, that PHS and appropriate Government authorities shall have the first right to take such actions and shall have a continuing right to intervene in such suit. If PHS does not notify Licensee of its intent to respond to the legal action within a reasonable time, Licensee shall be free to do so. Licensee shall take no action to compel the Government either to initiate or to join in any such declaratory judgment action. Licensee may request the Government to initiate or to join any such suit if necessary to avoid dismissal of the suit. Should the Government be made a party to any such suit by motion or any other action of Licensee, Licensee shall reimburse the Government for any costs, expenses, or fees, which the Government incurs as a result of such motion or other action. PHS agrees to submit a report to Licensee detailing these costs, expenses or fees within sixty (60) days of their verification and approval by PHS. If Licensee elects not to defend against such declaratory judgment action, PHS, at its option, may do so at its own expense. In all cases, Licensee agrees to keep PHS reasonably apprised of the status and progress of any litigation. Before Licensee commences an infringement action, Licensee shall notify PHS and give careful consideration to the views of PHS and to any potential effects of the litigation on the public health in deciding whether to bring suit. 11.04 In any action under Paragraphs 11.02 or 11.03, the expenses including costs, fees, attorney fees, and disbursements, shall be paid by Licensee. The value of any recovery made by Licensee through court judgment or settlement shall be treated as Net Sales and subject to earned royalties. 11.05 PHS shall cooperate fully with Licensee in connection with any action under Paragraphs 11.02 or 11.03. PHS agrees promptly to provide access to all necessary documents and to render reasonable assistance in response to a request by Licensee.

INFRINGEMENT AND PATENT ENFORCEMENT. 11.01 PHS 11.1 The NIH and the Licensee agree to notify each other promptly of each infringement or possible infringement of the Licensed Patent Rights, as well as as, any facts which may affect the validity, scope, or enforceability of the Licensed Patent Rights of which either Party party becomes aware. 11.02 11.2 Pursuant to this Agreement and the provisions of 35 U.S.C. Chapter 29 of title 3529, United States Code, the Licensee may: : (a) bring suit in its own name, at its own expense, and on its own behalf for for. infringement of presumably valid claims in the Licensed Patent Rights; Second Amendment of L-164-2013/0 FINAL Aura Biosciences 9-16-15 Model 09-2006 (updated 8-20120 Page 1 of 17 (b) in any such suit, enjoin infringement and collect for its use, damages, profits, and awards of whatever nature recoverable for such the infringement; and ; (c) settle any claim or suit for infringement of the Licensed Patent Rights provided, however, that PHS and appropriate Government authorities shall have Rights; and (d) if the first right to take such actions. If Licensee desires to initiate a suit for patent infringement, the Licensee shall notify PHS the NIH in writing. If PHS the NIH does not notify the Licensee of its intent to pursue legal action within ninety (90) days, the Licensee shall be free to initiate suit. PHS The NIH shall have a continuing right to intervene in such the suit. The Licensee shall take no action to compel the Government either to initiate or to join in any such suit for patent infringement. The Licensee may request the Government to initiate or join in any such suit if necessary necessary, to avoid dismissal of the suit. Should the Government be made a party to any such suit, the Licensee shall reimburse the Government for any costs, expenses, or fees which the Government incurs as a result of such the motion or other action, including any and all costs incurred by the Government in opposing any such the motion or other action. In all cases, the Licensee agrees to keep PHS the NIH reasonably apprised of the status and progress of any litigation. Before the Licensee commences an infringement action, the Licensee shall notify PHS the NIH and give careful consideration to the views of PHS the NIH and to any potential effects of the litigation on the public health in deciding whether to bring suit. 11.03 11.3 In the event that a declaratory judgment action alleging invalidity or non infringement noninfringement of any of the Licensed Patent Rights shall be brought against the Licensee or raised by way of counterclaim or affirmative defense in an infringement suit brought by the Licensee under Paragraph 11.0211.2, pursuant to this Agreement and the provisions of Chapter 35 U.S.C. Part 29 of Xxxxx 00, Xxxxxx Xxxxxx Code or other statutes, the Licensee may: : (a) defend the suit in its own name, at its own expense, and on its own behalf for presumably valid claims in the Licensed Patent Rights; ; (b) in any such suit, ultimately to enjoin infringement and to collect for its use, damages, profits, and awards of whatever nature recoverable for such the infringement; and ; (c) settle any claim or suit for declaratory judgment involving the Licensed Patent Rights providedRights,-provided, however, that PHS and appropriate Government authorities shall have the first right to take such actions and NIH shall have a continuing right to intervene in such the suit. If PHS does not notify Licensee of its intent to ; and (d) respond to the legal action within a reasonable time, Licensee shall be free to do soninety (90) days. The Licensee shall take no action to compel the Government either to initiate or to join in any such declaratory judgment action. The Licensee may request the Government to initiate or to join any such suit if necessary necessary, to avoid dismissal of the suit. Should the Government be made a party to any such suit by motion or any other action of the Licensee, the Licensee shall reimburse the Government for any costs, expenses, or fees, which the Government incurs as a result of such the motion or other action. PHS agrees to submit a report to Licensee detailing these costs, expenses or fees within sixty (60) days of their verification and approval by PHS. If the Licensee elects not to defend against such the declaratory judgment action, PHSthe NIH, at its option, may do so at its own expense. In all cases, the Licensee agrees to keep PHS the NIH reasonably apprised of the status and progress of any litigation. Before the Licensee commences an infringement action, the Licensee shall notify PHS the NIH and give careful consideration to the views of PHS the NIH and to any potential effects of the litigation on the public health in deciding whether to bring suit. 11.04 11.4 In any action under Paragraphs 11.02 11.2 or 11.0311.3, the expenses expenses, including costs, fees, attorney fees, and disbursements, shall be paid by the Licensee. The value of any recovery made by Licensee the Licensee, which exceeds the expenses incurred with prosecuting or defending any action therein, through court judgment or settlement settlement, shall be treated as Net Sales and subject to earned royalties.. The Licensee shall provide an accounting of any expenses that are deducted from Net Sales under this Paragraph 11.4. Second Amendment of L-164-2013/0 FINAL Aura Biosciences 9-16-15 11.05 PHS 11.5 The NIH shall cooperate fully with the Licensee in connection with any action under Paragraphs 11.02 11.2 or 11.03. PHS agrees promptly to provide access to all necessary documents and to render reasonable assistance in response to a request by Licensee11.

INFRINGEMENT AND PATENT ENFORCEMENT. 11.01 PHS 11.1 The NIAID and the Licensee agree to notify each other promptly of each infringement or possible infringement of the Licensed Patent Rights, as well as as, any facts which may affect the validity, scope, or enforceability of the Licensed Patent Rights of which either Party party becomes aware. 11.02 11.2 Pursuant to this Agreement and the provisions of 35 U.S.C. Chapter 29 of title 3529, United States Code, the Licensee may: : (a) bring suit in its own name, at its own expense, and on its own behalf for infringement of presumably valid claims in the Licensed Patent Rights; ; (b) in any such suit, enjoin infringement and collect for its use, damages, profits, and awards of whatever nature recoverable for such the infringement; and or (c) settle any claim or suit for infringement of the Licensed Patent Rights provided, however, that PHS the NIAID and appropriate Government authorities shall have the first right to take [***] such actions. If ; and (d) if the Licensee desires to initiate a suit for patent infringement, the Licensee shall notify PHS the NIAID in writingwriting [***]. If PHS does not notify Licensee of its intent to pursue legal action within ninety (90) days, Licensee shall be free to initiate suit. PHS The NIAID shall have a continuing right to intervene in such the suit. Licensee shall take no action to compel the Government either to initiate or to join in any such suit for patent infringement. The Licensee may request the Government to initiate or join in any such suit if necessary to avoid dismissal of the suit. Should the Government be made a party to any such suit, the Licensee shall reimburse the Government for any costs, expenses, or fees which the Government incurs as a result of such the motion or other action, including any and all costs incurred by the Government in opposing any such the motion or other action. In all cases, the Licensee agrees to keep PHS the NIAID reasonably apprised of the status and progress of any litigation. Before the Licensee commences an infringement action, the Licensee shall notify PHS the NIAID and give careful consideration to the views of PHS the NIAID and to any potential effects of the litigation on the public health in deciding whether to bring suit. 11.03 11.3 In the event that a declaratory judgment action alleging invalidity or non non-infringement of any of the Licensed Patent Rights shall be brought against the Licensee or raised by way of counterclaim or affirmative defense in an infringement suit brought by the Licensee under Paragraph 11.0211.2, pursuant to this Agreement and the provisions of 35 U.S.C. Chapter 29 of Xxxxx 00, Xxxxxx Xxxxxx Code or other statutes, the Licensee may: : (a) defend the suit in its own name, at its own expense, and on its own behalf for presumably valid claims in the Licensed Patent Rights; ; (b) in any such suit, ultimately to enjoin infringement and to collect for its use, damages, profits, and awards of whatever nature recoverable for such the infringement; and ; (c) settle any claim or suit for declaratory judgment involving the Licensed Patent Rights Rights-provided, however, that PHS the NIAID and appropriate Government authorities shall have the first right be consulted prior to take any such actions and shall have a continuing right to intervene in such the suit. If PHS ; and if NIAID does not notify the Licensee of its intent to respond to the legal action within a reasonable time, the Licensee shall be free to do so. . 11.4 The Licensee shall take no action to compel the Government either to initiate or to join in any such declaratory judgment action. The Licensee may request the Government to initiate or to join any such suit if necessary to avoid dismissal of the suit. Should the Government be made a party to any such suit by motion or any other action of the Licensee, the Licensee shall reimburse the Government for any costs, expenses, or fees, which the Government incurs as a result of such the motion or other action. PHS agrees to submit a report to Licensee detailing these costs, expenses or fees within sixty (60) days of their verification and approval by PHS. If the Licensee elects not to defend against such the declaratory judgment action, PHSthe NIAID, at its option, may do so at its own expense. In all cases, the Licensee agrees to keep PHS the NIAID reasonably apprised of the status and progress of any litigation. Before the Licensee commences an infringement action, the Licensee shall notify PHS the NIAID and give careful consideration to [***] the views of PHS the NIAID and to any potential effects of the litigation on the public health in deciding whether to bring suit. 11.04 11.5 In any action under Paragraphs 11.02 11.2, 11.3 or 11.03, 11.4 the expenses including costs, fees, attorney fees, and disbursements, shall be paid by the Licensee. The value of any recovery made by the Licensee through court judgment or settlement shall be treated as Net Sales and subject to earned royalties.royalties as specified in Appendix C. 11.05 PHS 11.6 The NIAID shall cooperate fully with the Licensee in connection with any action under Paragraphs 11.02 11.2, 11.3 or 11.03. PHS agrees promptly to provide access to all necessary documents and to render reasonable assistance in response to a request by Licensee11.

INFRINGEMENT AND PATENT ENFORCEMENT. 11.01 PHS and Licensee agree to notify each other promptly of each infringement or possible infringement of the Licensed Patent Rights, as well as any facts which may affect the validity, scope, or enforceability of the Licensed Patent Rights of which either Party becomes aware. 11.02 Pursuant to this Agreement and the provisions of Chapter 29 of title 35, United States Code, Licensee may: may a) bring suit in its own name, at its own expense, and on its own behalf for infringement of presumably valid claims in the Licensed Patent Rights; b) in any such suit, enjoin infringement and collect for its use, damages, profits, and awards of whatever nature recoverable for such infringement; and c) settle any claim or suit for infringement of the Licensed Patent Rights provided, however, that PHS and appropriate Government authorities shall have the first right to take such actions. If Licensee desires to initiate a suit for patent infringement, Licensee shall notify PHS in writing. If PHS does not notify Licensee of its intent to pursue legal action within ninety (90) days, Licensee shall will be free to initiate suit. PHS shall have a continuing right to intervene in such suit. Licensee shall take no action to compel the Government either to initiate or to join in any such suit for patent infringement. Licensee may request the Government to initiate or join in any such suit if necessary to avoid dismissal of the suit. Should the Government be made a party to any such suit, Licensee shall reimburse the Government for any costs, expenses, or fees which the Government incurs as a result of such motion or other action, including any and all costs incurred by the Government in opposing any such motion or other action. In all cases, Licensee agrees to keep PHS reasonably apprised of the status and progress of any litigation. Before Licensee commences an infringement action, Licensee shall notify PHS and give careful consideration to the views of PHS and to any potential effects of the litigation on the public health in deciding whether to bring suit. 11.03 In the event that a declaratory judgment action alleging invalidity or non non-infringement of any of the Licensed Patent Rights shall be brought against Licensee or raised by way of counterclaim or affirmative defense in an infringement suit brought by Licensee under Paragraph 11.02, pursuant to this Agreement and the provisions of Chapter 29 of Xxxxx 00, Xxxxxx Xxxxxx Code or other statutes, Licensee may: may a) defend the suit in its own name, at its own expense, and on its own behalf for presumably valid claims in the Licensed Patent Rights; b) in any such suit, ultimately to enjoin infringement and to collect for its use, damages, profits, and awards of whatever nature recoverable for such infringement; and c) settle any claim or suit for declaratory judgment involving the Licensed Patent Rights Rights-provided, however, that PHS and appropriate Government authorities shall have the first right to take such actions and shall have a continuing right to intervene in such suit. If H PHS does not notify Licensee of its intent to respond to the legal action within a reasonable time, Licensee shall will be free to do so. Licensee shall take no action to compel the Government either to initiate or to join in any such declaratory judgment action. Licensee may request the Government to initiate or to join any such suit if necessary to avoid dismissal of the suit. Should the Government be made a party to any such suit by motion or any other action of Licensee, Licensee shall reimburse the Government for any costs, expenses, or fees, fees which the Government incurs as a result of such motion or other action. PHS agrees to submit a report to Licensee detailing these costs, expenses or fees within sixty (60) days of their verification and approval by PHS. If Licensee elects not to defend against such declaratory judgment action, PHS, at its option, may do so at its own expense. In all cases, Licensee agrees to keep PHS reasonably apprised of the status and progress of any litigation. Before Licensee commences an infringement action, Licensee shall notify PHS and give careful consideration to the views of PHS and to any potential effects of the litigation on the public health in deciding whether to bring suit. 11.04 In any action under Paragraphs 11.02 or 11.03, the expenses including costs, fees, attorney fees, and disbursements, shall be paid by Licensee. The value Up to twenty-five percent (25%) of such expenses may be credited against the royalties payable to PHS under Paragraph 6.03 under the Licensed Patent Rights in the country in which such a suit is filed. In the event that twenty-five percent (25%) of such expenses exceed the amount of royalties payable by Licensee in any calendar year, the expenses in excess may be carried over as a credit on the same basis into succeeding calendar years. A credit against litigation expenses, however, may not reduce the royal ties due in any calendar year to less than the minimum annual royalty. Any recovery made by Licensee Licensee, through court judgment or settlement settlement, first shall be treated applied to reimburse PHS for royalties withheld as Net Sales a credit against litigation expenses and subject then to earned royaltiesreimburse Licensee for its litigation expense. Any remaining recoveries shall be split with seventy-five (75%) going to Licensee and twenty-five percent (25%) going to PHS. 11.05 PHS shall cooperate fully with Licensee in connection with any action under Paragraphs 11.02 or 11.03. PHS agrees promptly to provide access to all necessary documents and to render reasonable assistance in response to a request by Licensee.

INFRINGEMENT AND PATENT ENFORCEMENT. 11.01 PHS and Licensee agree to notify each other promptly of each infringement or possible infringement of the Licensed Patent Rights, as well as any facts which may affect the validity, scope, or enforceability of the Licensed Patent Rights of which either Party becomes aware. 11.02 Pursuant to this Agreement and the provisions of Chapter 29 of title 35, United States Code, Licensee may: a) bring suit in its own name, at its own expense, and on its own behalf for infringement of presumably valid claims in the Licensed Patent Rights; b) in any such suit, enjoin infringement and collect for its use, damages, profits, and awards of whatever nature recoverable for such infringement; and c) settle any claim or suit for infringement of the Licensed Patent Rights provided, however, that PHS and appropriate Government authorities shall have the first right to take such actions. If Licensee desires to initiate a suit for patent infringement, Licensee shall notify PHS in writing. If PHS does not notify Licensee of its intent to pursue legal action within ninety (90) days, Licensee shall will be free to initiate suit. PHS shall have a continuing right to intervene in such suit. Licensee shall take no action to compel the Government either to initiate or to join in any such suit for patent infringement. Licensee may request the Government to initiate or join in any such suit if necessary to avoid dismissal of the suit. Should the Government be made a party to any such suit, Licensee shall reimburse the Government for any costs, expenses, or fees which the Government incurs as a result of such motion or other action, including any and all costs incurred by the Government in opposing any such motion or other action. In all cases, Licensee agrees to keep PHS reasonably apprised of the status and progress of any litigation. Before Licensee commences an infringement action, Licensee shall notify PHS and give careful consideration to the views of PHS and to any potential effects of the litigation on the public health in deciding whether to bring suit. 11.03 In the event that a declaratory judgment action alleging invalidity or non infringement of any of the Licensed Patent Rights shall be brought against Licensee or raised by way of counterclaim or affirmative defense in an infringement suit brought by Licensee under Paragraph 11.02, pursuant to this Agreement and the provisions of Chapter 29 of Xxxxx 00, Xxxxxx Xxxxxx Code or other statutes, Licensee may: a) defend the suit in its own name, at its own expense, and on its own behalf for presumably valid claims in the Licensed Patent Rights; b) in any such suit, ultimately to enjoin infringement and to collect for its use, damages, profits, and awards of whatever nature recoverable for such infringement; and c) settle any claim or suit for declaratory judgment involving the Licensed Patent Rights provided, however, that PHS and appropriate Government authorities shall have the first right to take such actions and shall have a continuing right to intervene in such suit. If PHS does not notify Licensee of its intent to respond to the legal action within a reasonable time, Licensee shall be free to do so. Licensee shall take no action to compel the Government either to initiate or to join in any such declaratory judgment action. Licensee may request the Government to initiate or to join any such suit if necessary to avoid dismissal of the suit. Should the Government be made a party to any such suit by motion or any other action of Licensee, Licensee shall reimburse the Government for any costs, expenses, or fees, which the Government incurs as a result of such motion or other action. PHS agrees to submit a report to Licensee detailing these costs, expenses or fees within sixty (60) days of their verification and approval by PHS. If Licensee elects not to defend against such declaratory judgment action, PHS, at its option, may do so at its own expense. In all cases, Licensee agrees to keep PHS reasonably apprised of the status and progress of any litigation. Before Licensee commences an infringement action, Licensee shall notify PHS and give careful consideration to the views of PHS and to any potential effects of the litigation on the public health in deciding whether to bring suit. 11.04 In any action under Paragraphs 11.02 or 11.03, the expenses including costs, fees, attorney fees, and disbursements, shall be paid by Licensee. The value of any recovery made by Licensee through court judgment or settlement shall be treated as Net Sales and subject to earned royalties. 11.05 PHS shall cooperate fully with Licensee in connection with any action under Paragraphs 11.02 or 11.03. PHS agrees promptly to provide access to all necessary documents and to render reasonable assistance in response to a request by Licensee.

INFRINGEMENT AND PATENT ENFORCEMENT. 11.01 PHS and Licensee agree to notify each other promptly of each infringement or possible infringement of the Licensed Patent Rightsinfringement, as well as any facts which may affect the validity, scope, or enforceability of the Licensed Patent Rights of which either Party becomes aware. 11.02 Pursuant to this Agreement and the provisions of Chapter 29 of title Title 35, United States Code, Licensee may: may a) bring suit in its own name, at its own expense, and on its own behalf for infringement of presumably valid claims in the Licensed Patent Rights; b) in any such suit, enjoin infringement and collect for its use, damages, profits, and awards of whatever nature recoverable for such infringement; and c) settle any claim or suit for infringement of the Licensed Patent Rights Rights–provided, however, that PHS and appropriate Government authorities shall have the first right to take such actions. If Licensee desires to initiate a suit for patent infringement, Licensee shall notify PHS in writing. If PHS does not notify Licensee of its intent to pursue legal action within ninety (90) days, Licensee shall be free to initiate suit. PHS actions and shall have a continuing right to intervene in such suit. Licensee shall take no action to compel the Government either to initiate or to join in any such suit for patent infringement. Licensee may request the Government to initiate or join in joining any such suit if necessary to avoid dismissal of the suit. Should the Government be made a party to any such suit, Licensee licensee shall reimburse the Government for any costs, expenses, or fees which the Government incurs as a result of such motion or other action, including any and all costs incurred by the Government in opposing any such motion or other action. Upon Licensee’s payment of all costs incurred by the Government as a result of Licensee’s joinder motion or other action, these actions by licensee will not be considered a default in the performance of any material obligation under this Agreement. In all cases, Licensee agrees to keep PHS reasonably apprised of the status and progress of any litigation. Before Licensee commences an on infringement action, Licensee shall notify PHS and give careful consideration to the views of PHS and to any potential effects of the litigation on the public health in deciding whether to bring suit. 11.03 In the event that a declaratory judgment any infringement action alleging invalidity or non infringement of any of the Licensed Patent Rights shall be brought against Licensee or raised by way of counterclaim or affirmative defense in an infringement suit brought by Licensee commenced under Paragraph 11.02, pursuant to this Agreement and the provisions of Chapter 29 of Xxxxx 00, Xxxxxx Xxxxxx Code or other statutes, Licensee may: a) defend the suit in its own name, at its own expense, and on its own behalf for presumably valid claims in the Licensed Patent Rights; b) in any such suit, ultimately to enjoin infringement and to collect for its use, damages, profits, and awards of whatever nature recoverable for such infringement; and c) settle any claim or suit for declaratory judgment involving the Licensed Patent Rights provided, however, that PHS and appropriate Government authorities shall have the first right to take such actions and shall have a continuing right to intervene in such suit. If PHS does not notify Licensee of its intent to respond to the legal action within a reasonable time, Licensee shall be free to do so. Licensee shall take no action to compel the Government either to initiate or to join in any such declaratory judgment action. Licensee may request the Government to initiate or to join any such suit if necessary to avoid dismissal of the suit. Should the Government be made a party to any such suit by motion or any other action of Licensee, Licensee shall reimburse the Government for any costs, expenses, or fees, which the Government incurs as a result of such motion or other action. PHS agrees to submit a report to Licensee detailing these costs, expenses or fees within sixty (60) days of their verification and approval by PHS. If Licensee elects not to defend against such declaratory judgment action, PHS, at its option, may do so at its own expense. In all cases, Licensee agrees to keep PHS reasonably apprised of the status and progress of any litigation. Before Licensee commences an infringement action, Licensee shall notify PHS and give careful consideration to the views of PHS and to any potential effects of the litigation on the public health in deciding whether to bring suit. 11.04 In any action under Paragraphs 11.02 or 11.03, the expenses including costs, fees, attorney fees, and disbursements, shall be paid by Licensee. The value Up to fifty percent (50%) of such expenses may be credited against the royalties payable to PHS under Paragraph 6.03 under the Licensed Patent Rights in the country in which such a suit is filed. In the event that fifty percent (50%) of such expenses exceed the amount of royalties payable by Licensee in any calendar year, the expenses in excess may be carried over as a credit on the same basis into succeeding calendar years. A credit against litigation expenses, however, may not reduce the royalties due in any calendar year to less than the minimum annual royalty. Any recovery made by Licensee Licensee, through court judgment or settlement settlement, first shall be treated applied to reimburse PHS for royalties withheld as Net Sales a credit against litigation expenses and subject then to earned royaltiesreimburse Licensee for its litigation expense. Any remaining recoveries shall be shared equally by Licensee and PHS. 11.05 PHS shall cooperate fully with Licensee in connection with any action under Paragraphs 11.02 or 11.03. PHS agrees promptly to provide access to all necessary documents and to render reasonable assistance in response to a request by Licensee.

INFRINGEMENT AND PATENT ENFORCEMENT. 11.01 PHS 8.1 Aderis and Licensee Can-Xxxx agree to notify each other promptly of each infringement or possible infringement of the Licensed Patent Rightsinfringement, as well as any facts which may affect the validity, scope, scope or enforceability of the Licensed Patent Rights of which either Party becomes aware. 11.02 8.2 Pursuant to this Agreement and the provisions of Chapter 29 of title 35Agreement, United States Code, Licensee may: Can-Xxxx may (a) bring suit in its own name, at its own expense, and on its own behalf for infringement in the Licensed Fields of use of presumably valid claims in the Licensed Patent Rights; (b) in any such suit, enjoin infringement and collect for its use, damages, profits, and awards of whatever nature recoverable for such infringement; and (c) settle any claim or suit for infringement in the Licensed Fields of Use of the Licensed Patent Rights provided, however, that PHS and appropriate Government authorities shall have the first right to take such actionsRights. If Licensee desires to initiate a suit for patent infringement, Licensee shall notify PHS in writing. If PHS does not notify Licensee of its intent to pursue legal action within ninety (90) days, Licensee shall be free to initiate suit. PHS shall have a continuing right to intervene in such suit. Licensee Can-Xxxx shall take no action to compel the Government Aderis either to initiate or to join in any such suit for patent infringement. Licensee may request the Government to initiate or join in any such suit if necessary to avoid dismissal of the suit. Should the Government Aderis be made a party to any such suit, Licensee Can-Xxxx shall reimburse the Government Aderis for any costs, expenses, or fees which the Government Aderis incurs as a result of such motion or other action, including any and all costs incurred by the Government Aderis in opposing any such motion or other action. Upon Can-Xxxx'x payment of all costs incurred by Aderis as a result of Can-Xxxx'x joinder motion or other action, these actions by Can-Xxxx will not be considered a default in the performance of any material obligation under this Agreement. In all cases, Licensee Can-Xxxx agrees to keep PHS Aderis reasonably apprised of the status and progress of any litigation. Before Licensee Can-Xxxx commences an infringement action, Licensee Can-Xxxx shall notify PHS Aderis and give careful consideration to the views of PHS and to any potential effects of the litigation on the public health Aderis in deciding whether to bring suit. 11.03 8.3 In any infringement action commenced under Section 9.2, the event that a declaratory judgment action alleging invalidity or non infringement of any of the Licensed Patent Rights shall be brought against Licensee or raised by way of counterclaim or affirmative defense in an infringement suit brought by Licensee under Paragraph 11.02, pursuant to this Agreement and the provisions of Chapter 29 of Xxxxx 00, Xxxxxx Xxxxxx Code or other statutes, Licensee may: a) defend the suit in its own name, at its own expense, and on its own behalf for presumably valid claims in the Licensed Patent Rights; b) in any such suit, ultimately to enjoin infringement and to collect for its use, damages, profits, and awards of whatever nature recoverable for such infringement; and c) settle any claim or suit for declaratory judgment involving the Licensed Patent Rights provided, however, that PHS and appropriate Government authorities shall have the first right to take such actions and shall have a continuing right to intervene in such suit. If PHS does not notify Licensee of its intent to respond to the legal action within a reasonable time, Licensee shall be free to do so. Licensee shall take no action to compel the Government either to initiate or to join in any such declaratory judgment action. Licensee may request the Government to initiate or to join any such suit if necessary to avoid dismissal of the suit. Should the Government be made a party to any such suit by motion or any other action of Licensee, Licensee shall reimburse the Government for any costs, expenses, or fees, which the Government incurs as a result of such motion or other action. PHS agrees to submit a report to Licensee detailing these costs, expenses or fees within sixty (60) days of their verification and approval by PHS. If Licensee elects not to defend against such declaratory judgment action, PHS, at its option, may do so at its own expense. In all cases, Licensee agrees to keep PHS reasonably apprised of the status and progress of any litigation. Before Licensee commences an infringement action, Licensee shall notify PHS and give careful consideration to the views of PHS and to any potential effects of the litigation on the public health in deciding whether to bring suit. 11.04 In any action under Paragraphs 11.02 or 11.03, the expenses including costs, fees, attorney fees, and disbursements, shall be paid by LicenseeCan-Xxxx. The value Up to fifty percent (50%) of such expenses will be credited against the Royalties payable to Aderis under Section 5 under the Licensed Patent Rights in the county in which such a suit is filed. In the event that fifty percent (50%) of such expenses exceed the amount of Royalties payable by Can-Xxxx in any calendar year, the expenses in excess may be carried over as a credit on the same basis into succeeding calendar years. Any recovery made by Licensee Can-Xxxx, through court judgment or settlement settlement, first shall be treated applied to reimburse Aderis for Royalties withheld as Net Sales a credit against litigation expenses and then to reimburse Can-Xxxx for its litigation expenses. Aderis will be entitled to 15% of any remaining recoveries. To the extent that the NIH Patent(s) will also be subject to earned royaltiessuch an infringement action then out of said expenses only 33% will be credited against the Royalties payable to Aderis and if both the NIH Patent(s) and the Aderis Patent(s) are found to be valid and infringed, and after reimbursing the NIH and Aderis hereunder, Aderis will be entitled to 7.5% of any remaining recovery. 11.05 PHS 8.4 Aderis shall cooperate fully with Licensee Can-Xxxx in connection with any an infringement action initiated under Paragraphs 11.02 or 11.03. PHS agrees promptly to provide access to all necessary documents and to render reasonable assistance in response to a request by LicenseeSection 9.

INFRINGEMENT AND PATENT ENFORCEMENT. 11.01 PHS 11.1 The IC and the Licensee agree to notify each other promptly of each infringement or possible infringement of the Licensed Patent Rights, as well as as, any facts which may affect the validity, scope, or enforceability of the Licensed Patent Rights of which either Party party becomes aware. 11.02 11.2 Pursuant to this Agreement and the provisions of 35 U.S.C. Chapter 29 of title 3529, United States Code, the Licensee may: : (a) bring suit in its own name, at its own expense, and on its own behalf for infringement of presumably valid claims in the Licensed Patent Rights; ; (b) in any such suit, enjoin infringement and collect for its use, damages, profits, and awards of whatever nature recoverable for such the infringement; and or (c) settle any claim or suit for infringement of the Licensed Patent Rights provided, however, that PHS the IC and appropriate Government authorities shall have the first right to take such actions. If ; and (d) if the Licensee desires to initiate a suit for patent infringement, the Licensee shall notify PHS the IC in writing. If PHS the IC does not notify the Licensee of its intent to pursue legal action within ninety (90) days[…***…], the Licensee shall be free to initiate suit. PHS The IC shall have a continuing right to intervene in such suitthe suit at its own expense. The Licensee shall take no action to compel the Government either to initiate or to join in any such suit for patent infringement. The Licensee may request the Government to initiate or join in any such suit if necessary to avoid dismissal of the suit. Should the Government be made a party to any such suitsuit brought by the Licensee, the Licensee shall reimburse the Government for any costs, expenses, or fees which the Government incurs as a result of such the motion or other action, including any and all costs incurred by the Government in opposing any such the motion or other action. In all cases, the Licensee agrees to keep PHS the IC reasonably apprised of the status and progress of any litigation. Before the Licensee commences an infringement action, the Licensee shall notify PHS the IC and give careful consideration to the views of PHS the IC and to any potential effects of the litigation on the public health in deciding whether to bring suit. 11.03 11.3 In the event that a declaratory judgment action alleging invalidity or non non-infringement of any of the Licensed Patent Rights shall be brought against the Licensee or raised by way of counterclaim or affirmative defense in an infringement suit brought by the Licensee under Paragraph 11.0211.2, pursuant to this Agreement and the provisions of 35 U.S.C. Chapter 29 of Xxxxx 00, Xxxxxx Xxxxxx Code or other statutes, the Licensee may: : (a) defend the suit in its own name, at its own expense, and on its own behalf for presumably valid claims in the Licensed Patent Rights; ; (b) in any such suit, ultimately to enjoin infringement and to collect for its use, damages, profits, and awards of whatever nature recoverable for such the infringement; and and (c) settle any claim or suit for declaratory judgment involving the Licensed Patent Rights Rights-provided, however, that PHS the IC and appropriate Government authorities shall have the first right to take such these actions and shall have a continuing right to intervene in such suit. If PHS the suit at its own expense; and (d) if the IC does not notify the Licensee of its intent to respond to the legal action within a reasonable time, the Licensee shall be free to do so. The Licensee shall take no action to compel the Government either to initiate or to join in any such declaratory judgment action. The Licensee may request the Government to initiate or to join any such suit if necessary to NIH Patent License Agreement—Exclusive Model 10-2015 Page 13 of 29 [Final] [Kyverna Therapeutics] [12 May 2021] avoid dismissal of the suit. Should the Government be made a party to any such suit by motion or any other action of the Licensee, the Licensee shall reimburse the Government for any costs, expenses, or fees, which the Government incurs as a result of such the motion or other action. PHS agrees to submit a report to Licensee detailing these costs, expenses or fees within sixty (60) days of their verification and approval by PHS. If the Licensee elects not to defend against such the declaratory judgment action, PHSthe IC, at its option, may do so at its own expense. In all cases, the Licensee agrees to keep PHS the IC reasonably apprised of the status and progress of any litigation. Before the Licensee commences an infringement action, the Licensee shall notify PHS the IC and give careful consideration to the views of PHS the IC and to any potential effects of the litigation on the public health in deciding whether to bring suit. 11.04 In 11.4 Except as otherwise set forth above, in any action under Paragraphs 11.02 11.2 or 11.03, 11.3 the expenses including costs, fees, attorney fees, and disbursements, shall be paid by the Licensee. The value of any recovery made by the Licensee through court judgment or settlement shall be treated as Net Sales and subject to earned royalties. 11.05 PHS 11.5 The IC shall cooperate fully with the Licensee in connection with any action under Paragraphs 11.02 11.2 or 11.03. PHS agrees promptly to provide access to all necessary documents and to render reasonable assistance in response to a request by Licensee11.

INFRINGEMENT AND PATENT ENFORCEMENT. 11.01 PHS 11.1 The NIH and the Licensee agree to notify each other promptly of each infringement or possible infringement of the Licensed Patent Rights, as well as as, any facts which may affect the validity, scope, or enforceability of the Licensed Patent Rights of which either Party party becomes aware. 11.02 11.2 Pursuant to this Agreement and the provisions of 35 U.S.C. Chapter 29 of title 3529, United States Code, the Licensee may: : (a) bring suit in its own name, at its own expense, and on its own behalf for infringement of presumably valid claims in the Licensed Patent Rights; ; (b) in any such suit, enjoin infringement and collect for its use, damages, profits, and awards of whatever nature recoverable for such the infringement; and or (c) settle any claim or suit for infringement of the Licensed Patent Rights provided, however, that PHS the NIH and appropriate Government authorities shall have the first right to take such actions. If ; and (d) if the Licensee desires to initiate a suit for patent infringement, the Licensee shall notify PHS the NIH in writing. If PHS the NIH does not notify the Licensee of its intent to pursue legal action within ninety (90) days, the Licensee shall be free to initiate suit. PHS The NIH shall have a continuing right to intervene in such the suit. The Licensee shall take no action to compel the Government either to initiate or to join in any such suit for patent infringement. The Licensee may request the Government to initiate or join in any such suit if necessary to avoid dismissal of the suit. Should the Government be made a party to any such suit, the Licensee shall reimburse the Government for any costs, expenses, or fees which the Government incurs as a result of such the motion or other action, including any and all costs incurred by the Government in opposing any such the motion or other action. In all cases, the Licensee agrees to keep PHS the NIH reasonably apprised of the status and progress of any litigation. Before the Licensee commences an infringement action, the Licensee shall notify PHS the NIH and give careful consideration to the views of PHS the NIH and to any potential effects of the litigation on the public health in deciding whether to bring suit. 11.03 11.3 In the event that a declaratory judgment action alleging invalidity or non non-infringement of any of the Licensed Patent Rights shall be brought against the Licensee or raised by way of counterclaim or affirmative defense in an infringement suit brought by the Licensee under Paragraph 11.0211.2, pursuant to this Agreement and the provisions of Chapter 35 U.S.C. Part 29 of Xxxxx 00, Xxxxxx Xxxxxx Code or other statutes, the Licensee may: : (a) defend the suit in its own name, at its own expense, and on its own behalf for presumably valid claims in the Licensed Patent Rights; ; (b) in any such suit, ultimately to enjoin infringement and to collect for its use, damages, profits, and awards of whatever nature recoverable for such the infringement; and and (c) settle any claim or suit for declaratory judgment involving the Licensed Patent Rights Rights-provided, however, that PHS the NIH and appropriate Government authorities shall have the first right to take such these actions and shall have a continuing right to intervene in such the suit. If PHS ; and NIH Patent License Agreement – Exclusive (d) if the NIH does not notify the Licensee of its intent to respond to the legal action within a reasonable time, the Licensee shall be free to do so. The Licensee shall take no action to compel the Government either to initiate or to join in any such declaratory judgment action. The Licensee may request the Government to initiate or to join any such suit if necessary to avoid dismissal of the suit. Should the Government be made a party to any such suit by motion or any other action of the Licensee, the Licensee shall reimburse the Government for any costs, expenses, or fees, which the Government incurs as a result of such the motion or other action. PHS agrees to submit a report to Licensee detailing these costs, expenses or fees within sixty (60) days of their verification and approval by PHS. If the Licensee elects not to defend against such the declaratory judgment action, PHSthe NIH, at its option, may do so at its own expense. In all cases, the Licensee agrees to keep PHS the NIH reasonably apprised of the status and progress of any litigation. Before the Licensee commences an infringement action, the Licensee shall notify PHS the NIH and give careful consideration to the views of PHS the NIH and to any potential effects of the litigation on the public health in deciding whether to bring suit. 11.04 11.4 In any action under Paragraphs 11.02 11.2 or 11.03, 11.3 the expenses including costs, fees, attorney fees, and disbursements, shall be paid by the Licensee. The value of any recovery made by the Licensee through court judgment or settlement shall be treated as Net Sales and subject to earned royalties. 11.05 PHS 11.5 The NIH shall cooperate fully with the Licensee in connection with any action under Paragraphs 11.02 11.2 or 11.03. PHS agrees promptly to provide access to all necessary documents and to render reasonable assistance in response to a request by Licensee11.

INFRINGEMENT AND PATENT ENFORCEMENT. 11.01 11.1 PHS and Licensee agree to notify each other promptly of each infringement or possible infringement of the Licensed Patent Rights, as well as as, any facts which may affect the validity, scope, or enforceability of the Licensed Patent Rights of which either Party party becomes aware. 11.02 11.2 Pursuant to this Agreement and the provisions of Chapter 29 of title 35, United States Code35 U.S.C. Part 29, Licensee may: : (a) bring suit in its own name, at its own expense, and on its own behalf for infringement of presumably valid claims in the Licensed Patent Rights; ; (b) in any such suit, enjoin infringement and collect for its use, damages, profits, and awards of whatever nature recoverable for such the infringement; and or (c) settle any claim or suit for infringement of the Licensed Patent Rights provided, however, that PHS and appropriate Government authorities shall have the first right to take such actions. ; and (d) If Licensee desires to initiate a suit for patent infringement, Licensee shall notify PHS in writing. If PHS does not notify Licensee of its intent to pursue legal action within ninety (90) days, Licensee shall be free to initiate suit. PHS shall have a continuing right to intervene in such the suit. Licensee shall take no action to compel the Government either to initiate or to join in any such suit for patent infringement. Licensee may request the Government to initiate or join in any such suit if necessary to avoid dismissal of the suit. Should the Government be made a party to any such suit, Licensee shall reimburse the Government for any costs, expenses, or fees which the Government incurs as a result of such the motion or other action, including any and all costs incurred by the Government in opposing any such the motion or other action. In all cases, Licensee agrees to keep PHS reasonably apprised of the status and progress of any litigation. Before Licensee commences an infringement action, Licensee shall notify PHS and give careful consideration to the views of PHS and to any potential effects of the litigation on the public health in deciding whether to bring suit. 11.03 11.3 In the event that a declaratory judgment action alleging invalidity or non non-infringement of any of the Licensed Patent Rights shall be brought against Licensee or raised by way of counterclaim or affirmative defense in an infringement suit brought by Licensee under Paragraph 11.0211.2, pursuant to this Agreement and the provisions of Chapter 35 U.S.C. Part 29 of Xxxxx 00, Xxxxxx Xxxxxx Code or other statutes, Licensee may: : (a) defend the suit in its own name, at its own expense, and on its own behalf for presumably valid claims in the Licensed Patent Rights; ; (b) in any such suit, ultimately to enjoin infringement and to collect for its use, damages, profits, and awards of whatever nature recoverable for such the infringement; and and (c) settle any claim or suit for declaratory judgment involving the Licensed Patent Rights Rights-provided, however, that PHS and appropriate Government authorities shall have the first right to take such these actions and shall have a continuing right to intervene in such the suit. ; and (d) If PHS does not notify Licensee of its intent to respond to the legal action within a reasonable time, Licensee shall be free to do so. Licensee shall take no action to compel the Government either to initiate or to join in any such declaratory judgment action. Licensee may request the Government to initiate or to join any such suit if necessary to avoid dismissal of the suit. Should the Government be made a party to any such suit by motion or any other action of Licensee, Licensee shall reimburse the Government for any costs, expenses, or fees, which the Government incurs as a result of such the motion or other action. PHS agrees to submit a report to Licensee detailing these costs, expenses or fees within sixty (60) days of their verification and approval by PHS. If Licensee elects not to defend against such the declaratory judgment action, PHS, at its option, may do so at its own expense. In all cases, Licensee agrees to keep PHS reasonably apprised of the status and progress of any litigation. Before Licensee commences an infringement action, Licensee shall notify PHS and give careful consideration to the views of PHS and to any potential effects of the litigation on the public health in deciding whether to bring suit. 11.04 11.4 In any action under Paragraphs 11.02 11.2 or 11.03, 11.3 the expenses including costs, fees, attorney fees, and disbursements, shall be paid by Licensee. The value of any recovery made by Licensee through court judgment or settlement shall be treated as Net Sales and subject to earned royalties. 11.05 11.5 PHS shall cooperate fully with Licensee in connection with any action under Paragraphs 11.02 11.2 or 11.0311.3. PHS agrees promptly to provide access to all necessary documents and to render reasonable assistance in response to a request by Licensee.

INFRINGEMENT AND PATENT ENFORCEMENT. 11.01 PHS and Licensee LICENSEE agree to notify each other promptly of each infringement or possible infringement of the Licensed Patent RightsLICENSED PATENT RIGHTS, as well as any facts which may affect the validity, scope, or enforceability of the Licensed Patent Rights LICENSED PATENT RIGHTS of which either Party becomes aware. 11.02 Pursuant to this Agreement AGREEMENT and the provisions of Chapter 29 of title 35, United States Code, Licensee LICENSEE may: a) bring suit in its own name, at its own expense, and on its own behalf for infringement of presumably valid claims in the Licensed Patent RightsLICENSED PATENT RIGHTS; b) in any such suit, enjoin infringement and collect for its use, damages, profits, and awards of whatever nature recoverable for such infringement; and (c) settle any claim or suit for infringement of the Licensed Patent Rights provided, however, that PHS and appropriate Government GOVERNMENT authorities shall have the first right to take such actions. If Licensee LICENSEE desires to initiate a suit for patent infringement, Licensee LICENSEE shall notify PHS in writing. If PHS does not notify Licensee LICENSEE of its intent to pursue legal action within ninety (90) days, Licensee shall LICENSEE will be free to initiate suit. PHS shall have a continuing right to intervene in such suit. Licensee LICENSEE shall take no action to compel the Government GOVERNMENT either to initiate or to join in any such suit for patent infringement. Licensee LICENSEE may request the Government GOVERNMENT to initiate or join in any such suit if necessary to avoid dismissal of the suit. Should the Government GOVERNMENT be made a party to any such suit, Licensee LICENSEE shall reimburse the Government GOVERNMENT for any costs, expenses, or fees which the Government GOVERNMENT incurs as a result of such motion or other action, including any and all costs incurred by the Government GOVERNMENT in opposing any such motion or other action. In all cases, Licensee LICENSEE agrees to keep PHS reasonably apprised of the status and progress of any litigation. Before Licensee LICENSEE commences an infringement action, Licensee LICENSEE shall notify PHS and give careful consideration to the views of PHS and to any potential effects of the litigation on the public health in deciding whether to bring suit.. PHS Patent License Agreement-Exclusive CONFIDENTIAL L-180-97/0 Model 980611 Page 10 of 38 Final GenVec, Inc. January 7, 2000 11.03 In the event that a declaratory judgment action alleging invalidity or non non-infringement of any of the Licensed Patent Rights LICENSED PATENT RIGHTS shall be brought against Licensee LICENSEE or raised by way of counterclaim or affirmative defense in an infringement suit brought by Licensee LICENSEE under Paragraph 11.02, pursuant to this Agreement AGREEMENT and the provisions of Chapter 29 of Xxxxx 00, Xxxxxx Xxxxxx Code or other statutes, Licensee LICENSEE may: a) defend the suit in its own name, at its own expense, and on its own behalf for presumably valid claims in the Licensed Patent RightsLICENSED PATENT RIGHTS; b) in any such suit, ultimately to enjoin infringement and to collect for its use, damages, profits, and awards of whatever nature recoverable for such infringement; and c) settle any claim or suit for declaratory judgment involving the Licensed Patent Rights LICENSED PATENT RIGHTS-provided, however, that PHS and appropriate Government GOVERNMENT authorities shall have the first right to take such actions and shall have a continuing right to intervene in such suit. If PHS does not notify Licensee LICENSEE of its intent to respond to the legal action within a reasonable time, Licensee shall LICENSEE will be free to do so. Licensee LICENSEE shall take no action to compel the Government GOVERNMENT either to initiate or to join in any such declaratory judgment action. Licensee LICENSEE may request the Government GOVERNMENT to initiate or to join any such suit if necessary to avoid dismissal of the suit. Should the Government GOVERNMENT be made a party to any such suit by motion or any other action of LicenseeLICENSEE, Licensee LICENSEE shall reimburse the Government GOVERNMENT for any costs, expenses, or fees, fees which the Government GOVERNMENT incurs as a result of such motion or other action. PHS agrees to submit a report to Licensee detailing these costs, expenses or fees within sixty (60) days of their verification and approval by PHS. If Licensee LICENSEE elects not to defend against such declaratory judgment action, PHS, at its option, may do so at its own expense. In all cases, Licensee LICENSEE agrees to keep PHS reasonably apprised of the status and progress of any litigation. Before Licensee LICENSEE commences an infringement action, Licensee LICENSEE shall notify PHS and give careful consideration to the views of PHS and to any potential effects of the litigation on the public health in deciding whether to bring suit. 11.04 In any action under Paragraphs 11.02 or 11.03, the expenses including costs, fees, attorney fees, and disbursements, shall be paid by LicenseeLICENSEE. The value of any recovery made by Licensee LICENSEE through court judgment or settlement shall be treated as Net Sales NET SALES and subject to earned royalties. 11.05 PHS shall cooperate fully with Licensee LICENSEE in connection with any action under Paragraphs 11.02 or 11.03. PHS agrees promptly to provide access to all necessary documents and to render reasonable assistance in response to a request by LicenseeLICENSEE.

INFRINGEMENT AND PATENT ENFORCEMENT. 11.01 PHS and Licensee agree to notify each other promptly of each infringement or possible infringement of the Licensed Patent Rights, as well as any facts which may affect the validity, scope, or enforceability of the Licensed Patent Rights of which either Party becomes aware. 11.02 Pursuant to this Agreement and the provisions of Chapter 29 of title 35, United States Code, Licensee may: a) bring suit in its own name, at its own expense, and on its own behalf for infringement of presumably valid claims in the Licensed Patent Rights; b) in any such suit, enjoin infringement and collect for its use, damages, profits, and awards of whatever nature recoverable for such infringement; and c) settle any claim or suit for infringement of the Licensed Patent Rights provided, however, that PHS and appropriate Government authorities shall have the first right to take such actions. If Licensee desires to initiate a suit for patent infringement, Licensee shall notify PHS in writing. If PHS does not notify Licensee of its intent to pursue legal action within ninety forty five (9045) days, Licensee shall will be free to initiate suit. suit PHS shall have a continuing right to intervene in such suit. Licensee shall take no action to compel the Government either to initiate or to join in any such suit for patent infringement. Licensee may request the Government to initiate or join in any such suit if necessary to avoid dismissal of the suit. Should the Government be made a party to any such suitsuit at the request of the Licensee, Licensee shall reimburse the Government for any costs, expenses, or fees which the Government incurs as a result of such motion or other action, including any and all costs incurred by the Government in opposing any such motion or other action. In all cases, Licensee agrees to keep PHS reasonably apprised of the status and progress of any litigation. Before Licensee commences an infringement action, Licensee shall notify PHS and give careful consideration to the views of PHS and to any potential effects of the litigation on the public health in deciding whether to bring suit. 11.03 In the event that a declaratory judgment action alleging invalidity or non non-infringement of any of the Licensed Patent Rights shall be brought against Licensee or raised by way of counterclaim or affirmative defense in an infringement suit brought by Licensee under Paragraph 11.02, pursuant to this Agreement and the provisions of Chapter 29 of Xxxxx 00, Xxxxxx Xxxxxx Code or other statutes, Licensee may: a) defend the suit in its own name, at its own expense, and on its own behalf for presumably valid claims in the Licensed Patent Rights; b) in any such suit, ultimately to enjoin infringement and to collect for its use, damages, profits, and awards of whatever nature recoverable for such infringement; and c) settle any claim or suit for declaratory judgment involving the Licensed Patent Rights Rights-provided, however, that PHS and appropriate Government authorities shall have the first right to take such actions and shall have a continuing right to intervene in such suit. If PHS does not notify Licensee of its intent to respond to the legal action within a reasonable timeperiod; which period shall not exceed ninety (90) days, Licensee shall will be free to do so. Licensee shall take no action to compel the Government either to initiate or to join in any such declaratory judgment action. Licensee may request the Government to initiate or to join any such suit if necessary to avoid dismissal of the suit. Should the Government be made a party to any such suit by motion or any other action of Licensee at the Licensee’s request, Licensee shall reimburse the Government for any costs, expenses, or fees, fees which the Government incurs as a result of such motion or other action. PHS agrees to submit a report to Licensee detailing these costs, expenses or fees within sixty (60) days of their verification and approval by PHS. If Licensee elects not to defend against such declaratory judgment action, PHS, at its option, may do so at its own expense. In all cases, Licensee agrees to keep PHS reasonably apprised of the status and progress of any litigation. Before Licensee commences an infringement action, Licensee shall notify PHS and give careful consideration to the views of PHS and to any potential effects of the litigation on the public health in deciding whether to bring suit. 11.04 In any action under Paragraphs 11.02 or 11.03, the expenses including costs, fees, attorney fees, and disbursements, shall be paid by Licensee. The value of any recovery made by Licensee through court judgment or settlement shall be treated as Net Sales and subject to earned royalties. Any and all costs incurred by the Licensee in defending the Licensed Patent Rights, as provided above, shall be deducted from Net Sales. 11.05 PHS shall cooperate fully with Licensee in connection with any action under Paragraphs 11.02 or 11.03. PHS agrees promptly to provide access to all necessary documents and to render reasonable assistance in response to a request by Licensee.

INFRINGEMENT AND PATENT ENFORCEMENT. 11.01 PHS and Licensee agree to notify each other promptly of each infringement or possible infringement of the Licensed Patent Rights, as well as any facts which may affect the validity, scope, or enforceability of the Licensed Patent Rights of which either Party becomes aware. 11.02 Pursuant to this Agreement and the provisions of Chapter 29 of title 35, United States Code, Licensee may: a) bring suit in its own name, at its own expense, and on its own behalf for infringement of presumably valid claims in the Licensed Patent Rights; b) in any such suit, enjoin infringement and collect for its use, damages, profits, and awards of whatever nature recoverable for such infringement; and c) settle any claim or suit for infringement of the Licensed Patent Rights provided, however, that PHS and appropriate Government authorities shall have the first right to take such actions. If Licensee desires to initiate a suit for patent infringement, Licensee shall notify PHS in writing. If PHS does not notify Licensee of its intent to pursue legal action within ninety (90) days, Licensee shall will be free to initiate suit. PHS shall have a continuing right to intervene in such suitsuit at its own expense and may consult with Licensee in such litigation. Licensee shall take no action to compel the Government either to initiate or to join in any such suit for patent infringement. Licensee may request the Government to initiate or join in any such suit if necessary to avoid dismissal of the suit. Should the Government be made a party to any such suit, Licensee shall reimburse the Government for any costs, expenses, or fees which the Government incurs as a result of such motion or other action, including any and all costs incurred by the Government in opposing any such motion or other action. In all cases, Licensee agrees to keep PHS reasonably apprised of the status and progress of any litigation. Before Licensee commences an infringement action, Licensee shall notify PHS and give careful consideration to the views of PHS and to any potential effects of the litigation on the public health in deciding whether to bring suit. 11.03 In the event that a declaratory judgment action alleging invalidity or non non-infringement of any of the Licensed Patent Rights shall be brought against Licensee or raised by way of counterclaim or affirmative defense in an infringement suit brought by Licensee under Paragraph 11.02, pursuant to this Agreement and the provisions of Chapter 29 of Xxxxx 00, Xxxxxx Xxxxxx Code or other statutes, Licensee may: a) defend the suit in its own name, at its own expense, and on its own behalf for presumably valid claims in the Licensed Patent Rights; b) in any such suit, ultimately to enjoin infringement and to collect for its use, damages, profits, and awards of whatever nature recoverable for such infringement; and c) settle any claim or suit for declaratory judgment involving the Licensed Patent Rights Rights-provided, however, that PHS and appropriate Government authorities shall have the first right to take such actions and shall have a continuing right to intervene in such suit. If PHS does not notify Licensee of its intent to respond to the legal action within a reasonable time, Licensee shall will be free to do so, and PHS and any appropriate government authorities may only intervene at their own expense and may consult with Licensee in such legal action. Licensee shall take no action to compel the Government either to initiate or to join in any such declaratory judgment action. Licensee may request the Government to initiate or to join any such suit if necessary to avoid dismissal of the suit. Should the Government be made a party to any such suit by motion or any other action of Licensee, Licensee shall reimburse the Government for any costs, expenses, or fees, fees which the Government incurs as a result of such motion or other action. PHS agrees to submit a report to Licensee detailing these costs, expenses or fees within sixty (60) days of their verification and approval by PHS. If Licensee elects not to defend against such declaratory judgment action, PHS, at its option, may do so at its own expense. In all cases, Licensee agrees to keep PHS reasonably apprised of the status and progress of any litigation. Before Licensee commences an infringement action, Licensee shall notify PHS and give careful consideration to the views of PHS and to any potential effects of the litigation on the public health in deciding whether to bring suit. 11.04 In any action under Paragraphs 11.02 or 11.03, the expenses including costs, fees, attorney fees, and disbursements, shall be paid by Licensee. The value of any recovery made by Licensee through court judgment or settlement shall be treated as Net Sales and subject to earned royalties. 11.05 PHS shall cooperate fully with Licensee in connection with any action under Paragraphs 11.02 or 11.03. PHS agrees promptly to provide access to all necessary documents and to render reasonable assistance in response to a request by Licensee.

INFRINGEMENT AND PATENT ENFORCEMENT. 11.01 11.1 PHS and Licensee agree to notify each other promptly of each infringement or possible infringement of the Licensed Patent Rights, as well as as, any facts which may affect the validity, scope, or enforceability of the Licensed Patent Rights of which either Party party becomes aware. 11.02 11.2 Pursuant to this Agreement and the provisions of Chapter 29 of title Title 35, United States Code, Licensee may: : (a) bring suit in its own name, at its own expense, and on its own behalf for infringement of presumably valid claims in the Licensed Patent Rights; ; (b) in any such suit, enjoin infringement and collect for its use, damages, profits, and awards of whatever nature recoverable for such the infringement; and or (c) settle any claim or suit for infringement of the Licensed Patent Rights provided, however, that PHS and appropriate Government authorities shall have the first right to take such actions. ; and (d) If Licensee desires to initiate a suit for patent infringement, Licensee shall notify PHS in writing. If PHS does not notify Licensee of its intent to pursue legal action within ninety (90) days, Licensee shall be free to initiate suit. PHS shall have a continuing right to intervene in such the suit. Licensee shall take no action to compel the Government either to initiate or to join in any such suit for patent infringement. Licensee may request the Government to initiate or join in any such suit if necessary to avoid dismissal of the suit. Should the Government be made a party to any such suit, Licensee shall reimburse the Government for any costs, expenses, or fees which the Government incurs as a result of such the motion or other action, including any and all costs incurred by the Government in opposing any such the motion or other action. In all cases, Licensee agrees to keep PHS reasonably apprised of the status and progress of any litigation. Before Licensee commences an infringement action, Licensee shall notify PHS and give careful consideration to the views of PHS and to any potential effects of the litigation on the public health in deciding whether to bring suit. 11.03 11.3 In the event that a declaratory judgment action alleging invalidity or non non-infringement of any of the Licensed Patent Rights shall be brought against Licensee or raised by way of counterclaim or affirmative defense in an infringement suit brought by Licensee under Paragraph 11.0211.2, pursuant to this Agreement and the provisions of Chapter 29 of Xxxxx 00, Xxxxxx Xxxxxx Code or other statutes, Licensee may: : (a) defend the suit in its own name, at its own expense, and on its own behalf for presumably valid claims in the Licensed Patent Rights; ; (b) in any such suit, ultimately to enjoin infringement and to collect for its use, damages, profits, and awards of whatever nature recoverable for such the infringement; and and (c) settle any claim or suit for declaratory judgment involving the Licensed Patent Rights Rights-provided, however, that PHS and appropriate Government authorities shall have the first right to take such these actions and shall have a continuing right to intervene in such the suit. ; and (d) If PHS does not notify Licensee of its intent to respond to the legal action within a reasonable time, Licensee shall be free to do so. Licensee shall take no action to compel the Government either to initiate or to join in any such declaratory judgment action. Licensee may request the Government to initiate or to join any such suit if necessary to avoid dismissal of the suit. suit Should the Government be made a party to any such suit by motion or any other action of Licensee, Licensee shall reimburse the Government for any costs, expenses, or fees, which the Government incurs as a result of such the motion or other action. PHS agrees to submit a report to Licensee detailing these costs, expenses or fees within sixty (60) days of their verification and approval by PHS. If Licensee elects not to defend against such the declaratory judgment action, PHS, at its option, may do so at its own expense. In all cases, Licensee agrees to keep PHS reasonably apprised of the status and progress of any litigation. Before Licensee commences an infringement action, Licensee shall notify PHS and give careful consideration to the views of PHS and to any potential effects of the litigation on the public health in deciding whether to bring suit. 11.04 11.4 In any action under Paragraphs 11.02 11.2 or 11.03, 11.3 the expenses including costs, fees, attorney fees, and disbursements, shall be paid by Licensee. The value of any recovery made by Licensee through court judgment or settlement actually collected shall first be applied by Licensee to reimburses it for all of its costs and expenses (including attorneys’ fees, expert witness fees, and any reimbursement payments made to PHS or the Government) and the balance shall be treated as Net Sales and subject to earned royaltiesroyalties as provided in Appendix C when and as collected. 11.05 11.5 PHS shall cooperate fully with Licensee in connection with any action under Paragraphs 11.02 11.2 or 11.0311.3. PHS agrees promptly to provide access to all necessary documents and to render reasonable assistance in response to a request by Licensee.

INFRINGEMENT AND PATENT ENFORCEMENT. 11.01 PHS 11.1 The NIH and the Licensee agree to notify each other promptly of each infringement or possible infringement of the Licensed Patent Rights, as well as as, any facts which may affect the validity, scope, or enforceability of the Licensed Patent Rights of which either Party party becomes aware. 11.02 11.2 Pursuant to this Agreement and the provisions of Chapter 29 of title 35, United States Code35 U.S.C. Part 29, Licensee may: : (a) bring suit in its own name, at its own expense, and on its own behalf for infringement of presumably valid claims in the Licensed Patent Rights; ; (b) in any such suit, enjoin infringement and collect for its use, damages, profits, and awards of whatever nature recoverable for such the infringement; and or (c) Upon written approval of NIH, settle any claim or suit for infringement of the Licensed Patent Rights provided, however, that PHS and appropriate Government authorities shall have the first right to take such actions. If Rights; and (d) Licensee desires to initiate a suit for patent infringement, the Licensee shall notify PHS the NIH in writing. If PHS the NIH does not notify the Licensee of its intent to pursue legal action within ninety (90) days, the Licensee shall be free to initiate suit. PHS The NIH shall have a continuing right to intervene in such the suit. The Licensee shall take no action to compel the Government either to initiate or to join in any such suit for patent infringement. The Licensee may request the Government to initiate or join in any such suit if necessary to avoid dismissal of the suit. Should the Government be made a party to any such suit, the Licensee shall reimburse the Government for any costs, expenses, or fees which the Government incurs as a result of such the motion or other action, including any and all costs incurred by the Government in opposing any such the motion or other action. In all cases, the Licensee agrees to keep PHS the NIH reasonably apprised of the status and progress of any litigation. Before the Licensee commences an infringement action, the Licensee shall notify PHS the NIH and give careful consideration to the views of PHS the NIH and to any potential effects of the litigation on the public health in deciding whether to bring suit. 11.03 11.3 In the event that a declaratory judgment action alleging invalidity or non non-infringement of any of the Licensed Patent Rights shall be brought against the Licensee or raised by way of counterclaim or affirmative defense in an infringement suit brought by Licensee under Paragraph 11.0211.2, pursuant to this Agreement and the provisions of Chapter 35 U.S.C. Part 29 of Xxxxx 00, Xxxxxx Xxxxxx Code or other statutes, the Licensee may: : (a) defend the suit in its own name, at its own expense, and on its own behalf for presumably valid claims in the Licensed Patent Rights; ; (b) in any such suit, ultimately to enjoin infringement and to collect for its use, damages, profits, and awards of whatever nature recoverable for such the infringement; and and (c) Upon written approval of NIH, settle any claim or suit for declaratory judgment involving the Licensed Patent Rights provided, however, that PHS and appropriate Government authorities shall have the first right to take such actions and NIH shall have a continuing right to intervene in such the suit. ; and (d) If PHS NIH does not notify the Licensee of its intent to respond to the legal action within a reasonable time, the Licensee shall be free to do so. The Licensee shall take no action to compel the Government either to initiate or to join in any such declaratory judgment action. The Licensee may request the Government to initiate or to join any such suit if necessary to avoid dismissal of the suit. Should the Government be made a party to any such suit by motion or any other action of the Licensee, the Licensee shall reimburse the Government for any costs, expenses, or fees, which the Government incurs as a result of such the motion or other action. PHS agrees to submit a report to Licensee detailing these costs, expenses or fees within sixty (60) days of their verification and approval by PHS. If the Licensee elects not to defend against such the declaratory judgment action, PHSthe NIH, at its option, may do so at its own expense. In all cases, the Licensee agrees to keep PHS the NIH reasonably apprised of the status and progress of any litigation. Before the Licensee commences an infringement action, the Licensee shall notify PHS the NIH and give careful consideration to the views of PHS the NIH and to any potential effects of the litigation on the public health in deciding whether to bring suit. 11.04 11.4 In any action under Paragraphs 11.02 11.2 or 11.03, 11.3 the expenses including costs, fees, attorney fees, and disbursements, shall be paid by the Licensee. The value of any recovery made by the Licensee through court judgment or settlement actually collected shall first be applied by Licensee to reimburse it for all of its costs and expenses (including attorneys’ fees, expert witness fees, and any reimbursement payments made to NIH or the Government) and the balance shall be treated as Net Sales and subject to earned royaltiesroyalties as provided in Appendix C when and as collected. 11.05 PHS 11.5 The NIH shall cooperate fully with the Licensee in connection with any action under Paragraphs 11.02 11.2 or 11.03. PHS agrees promptly to provide access to all necessary documents and to render reasonable assistance in response to a request by Licensee11.

INFRINGEMENT AND PATENT ENFORCEMENT. 11.01 11.1 PHS and Licensee agree to notify each other promptly of each infringement or possible infringement of the Licensed Patent Rights, as well as as, any facts which may affect the validity, scope, or enforceability of the Licensed Patent Rights of which either Party party becomes aware. 11.02 11.2 Pursuant to this Agreement and the provisions of Chapter 29 of title 35, United States Code35 U.S.C. Part 29, Licensee may: : (a) bring suit in its own name, at its own expense, and on its own behalf for infringement of presumably valid claims in the Licensed Patent Rights; ; (b) in any such suit, enjoin infringement and collect for its use, damages, profits, and awards of whatever nature recoverable for such the infringement; and or (c) Upon written approval of PHS, settle any claim or suit for infringement of the Licensed Patent Rights provided, however, that PHS and appropriate Government authorities shall have the first right to take such actions. Rights; and (d) If Licensee desires to initiate a suit for patent infringement, Licensee shall notify PHS in writing. If PHS does not notify Licensee of its intent to pursue legal action within ninety (90) days, Licensee shall be free to initiate suit. PHS shall have a continuing right to intervene in such the suit. Licensee shall take no action to compel the Government either to initiate or to join in any such suit for patent infringement. Licensee may request the Government to initiate or join in any such suit if necessary to avoid dismissal of the suit. Should the Government be made a party to any such suit, Licensee shall reimburse the Government for any costs, expenses, or fees which the Government incurs as a result of such the motion or other action, including any and all costs incurred by the Government in opposing any such the motion or other action. In all cases, Licensee agrees to keep PHS reasonably apprised of the status and progress of any litigation. Before Licensee commences an infringement action, Licensee shall notify PHS and give careful consideration to the views of PHS and to any potential effects of the litigation on the public health in deciding whether to bring suit. 11.03 11.3 In the event that a declaratory judgment action alleging invalidity or non non-infringement of any of the Licensed Patent Rights shall be brought against Licensee or raised by way of counterclaim or affirmative defense in an infringement suit brought by Licensee under Paragraph 11.0211.2, pursuant to this Agreement and the provisions of Chapter 35 U.S.C. Part 29 of Xxxxx 00, Xxxxxx Xxxxxx Code or other statutes, Licensee may: : (a) defend the suit in its own name, at its own expense, and on its own behalf for presumably valid claims in the Licensed Patent Rights; ; (b) in any such suit, ultimately to enjoin infringement and to collect for its use, damages, profits, and awards of whatever nature recoverable for such the infringement; and and (c) Upon written approval of PHS, settle any claim or suit for declaratory judgment involving the Licensed Patent Rights provided, however, that and PHS and appropriate Government authorities shall have the first right to take such actions and shall have a continuing right to intervene in such the suit. ; and (d) If PHS does not notify Licensee of its intent to respond to the legal action within a reasonable time, Licensee shall be free to do so. Licensee shall take no action to compel the Government either to initiate or to join in any such declaratory judgment action. Licensee may request the Government to initiate or to join any such suit if necessary to avoid dismissal of the suit. Should the Government be made a party to any such suit by motion or any other action of Licensee, Licensee shall reimburse the Government for any costs, expenses, or fees, which the Government incurs as a result of such the motion or other action. PHS agrees to submit a report to Licensee detailing these costs, expenses or fees within sixty (60) days of their verification and approval by PHS. If Licensee elects not to defend against such the declaratory judgment action, PHS, at its option, may do so at its own expense. In all cases, Licensee agrees to keep PHS reasonably apprised of the status and progress of any litigation. Before Licensee commences an infringement action, Licensee shall notify PHS and give careful consideration to the views of PHS and to any potential effects of the litigation on the public health in deciding whether to bring suit. 11.04 11.4 In any action under Paragraphs 11.02 11.2 or 11.03, 11.3 the expenses including costs, fees, attorney fees, and disbursements, shall be paid by Licensee. The value of any recovery made by Licensee through court judgment or settlement actually collected shall first be applied by Licensee to reimburse it for all of its costs and expenses (including attorneys’ fees, expert witness fees, and any reimbursement payments made to PHS or the Government) and the balance shall be treated as Net Sales and subject to earned royaltiesroyalties as provided in Appendix C when and as collected. 11.05 11.5 PHS shall cooperate fully with Licensee in connection with any action under Paragraphs 11.02 11.2 or 11.03. PHS agrees promptly to provide access to all necessary documents and to render reasonable assistance in response to a request by Licensee11.

INFRINGEMENT AND PATENT ENFORCEMENT. 11.01 PHS 11.1 The NIH and the Licensee agree to notify each other promptly of each infringement or possible infringement of the Licensed Patent Rights, as well as as, any facts which may affect the validity, scope, or enforceability of the Licensed Patent Rights to the extent a party becomes aware of which either Party becomes awaresuch infringement or facts. 11.02 11.2 Pursuant to this Agreement and the provisions of Chapter 29 of title 3535 U.S.C. Part 29, United States Code, the Licensee may: : (a) bring suit in its own name, at its own expense, and on its own behalf for infringement of presumably valid claims in the Licensed Patent Rights; ; (b) in any such suit, enjoin infringement and collect for its use, damages, profits, and awards of whatever nature recoverable for such the infringement; and or (c) settle any claim or suit for infringement of the Licensed Patent Rights provided, however, that PHS the NIH and appropriate Government authorities shall have the first right to take such actions. ; and (d) If the Licensee desires to initiate a suit for patent infringement, the Licensee shall notify PHS the NIH in writing. If PHS the NIH does not notify the Licensee of its intent to pursue legal action within ninety (90) days, […***…] the Licensee shall be free to initiate suit. PHS The NIH shall have a continuing right to intervene in such suitthe suit at its own expense. The Licensee shall take no action to compel the Government either to initiate or to join in any such suit for patent infringement; provided, however, that the Government will participate in the suit if, and only if, required for legal standing purposes. The Licensee may request the Government to initiate or join in any such suit if necessary to avoid dismissal of the suit. Should the Government be made a party to any such suitsuit brought by the Licensee, the Licensee shall reimburse the Government for any costs, expenses, or fees which the Government incurs as a result of such the motion or other action, including any and all costs incurred by the Government in opposing any such the motion or other action. In all cases, the Licensee agrees to keep PHS the NIH reasonably apprised of the status and progress of any litigation. Before the Licensee commences an infringement action, the Licensee shall notify PHS the NIH and give careful consideration to the views of PHS the NIH and to any potential effects of the litigation on the public health in deciding whether to bring suit.. A-294-2011 NIH Patent License Agreement - Exclusive 11.03 11.3 In the event that a declaratory judgment action alleging invalidity or non non-infringement of any of the Licensed Patent Rights shall be brought against the Licensee or raised by way of counterclaim or affirmative defense in an infringement suit brought by the Licensee under Paragraph 11.0211.2, pursuant to this Agreement and the provisions of Chapter 35 U.S.C. Part 29 of Xxxxx 00, Xxxxxx Xxxxxx Code or other statutes, the Licensee may: : (a) defend the suit in its own name, at its own expense, and on its own behalf for presumably valid claims in the Licensed Patent Rights; ; (b) in any such suit, ultimately to enjoin infringement and to collect for its use, damages, profits, and awards of whatever nature recoverable for such the infringement; and and (c) settle any claim or suit for declaratory judgment involving the Licensed Patent Rights provided, however, that PHS the NIH and appropriate Government authorities shall have the first right to take such actions and shall have a continuing right to intervene in such suit. the suit at its own expense; and (d) If PHS the NIH does not notify the Licensee of its intent to respond to the legal action within a reasonable time, the Licensee shall be free to do so. The Licensee shall take no action to compel the Government either to initiate or to join in any such declaratory judgment action. The Licensee may request the Government to initiate or to join any such suit if necessary to avoid dismissal of the suit. Should the Government be made a party to any such suit by motion or any other action of brought by the Licensee, the Licensee shall reimburse the Government for any costs, expenses, or fees, which the Government incurs as a result of such the motion or other action. PHS agrees to submit a report to Licensee detailing these costs, expenses or fees within sixty (60) days of their verification and approval by PHS. If the Licensee elects not to defend against such the declaratory judgment action, PHSthe NIH, at its option, may do so at its own expense. In all cases, the Licensee agrees to keep PHS the NIH reasonably apprised of the status and progress of any litigation. Before the Licensee commences an infringement action, the Licensee shall notify PHS the NIH and give careful consideration to the views of PHS the NIH and to any potential effects of the litigation on the public health in deciding whether to bring suit. 11.04 In 11.4 Except as otherwise set forth above, in any action under Paragraphs 11.02 11.2 or 11.03, 11.3 the expenses including costs, fees, attorney fees, and disbursements, shall be paid by the Licensee. The value of any recovery made by the Licensee through court judgment or settlement settlement, after first reimbursing the Licensee for such expenses paid by the Licensee, shall be treated as Net Sales and subject to earned royalties. 11.05 PHS 11.5 The NIH shall cooperate fully with the Licensee in connection with any action under Paragraphs 11.02 11.2 or 11.03. PHS agrees promptly to provide access to all necessary documents and to render reasonable assistance in response to a request by Licensee11.

INFRINGEMENT AND PATENT ENFORCEMENT. 11.01 PHS and Licensee agree to notify each other promptly of each infringement or possible infringement of the Licensed Patent Rights, as well as any facts which may affect the validity, scope, or enforceability of the Licensed Patent Rights of which either Party becomes aware. 11.02 Pursuant to this Agreement and the provisions of Chapter 29 of title 35, United States Code, Licensee may: a) bring suit in its own name, at its own expense, and on its own behalf for infringement of presumably valid claims in the Licensed Patent Rights; b) in any such suit, enjoin infringement and collect for its use, damages, profits, and awards of whatever nature recoverable for such infringement; and c) settle any claim or suit for infringement of the Licensed Patent Rights provided, however, that PHS and appropriate Government authorities shall have the first right to take such actions. If Licensee desires to initiate a suit for patent infringement, Licensee shall notify PHS in writing. If PHS does not notify Licensee of its intent to pursue legal action within ninety (90) days, Licensee shall will be free to initiate suit. PHS shall have a continuing right to intervene in such suit. Licensee shall take no action to compel the Government either to initiate or to join in any such suit for patent infringement. Licensee may request the Government to initiate or join in any such suit if necessary to avoid dismissal of the suit. Should the Government be made a party to any such suit, Licensee shall reimburse the Government for any costs, expenses, or fees which the Government incurs as a result of such motion or other action, including any and all costs incurred by the Government in opposing any such motion or other action. In all cases, Licensee agrees to keep PHS reasonably apprised of the status and progress of any litigation. Before Licensee commences an infringement action, Licensee shall notify PHS and give careful consideration to the views of PHS and to any potential effects of the litigation on the public health in deciding whether to bring suit. 11.03 In the event that a declaratory judgment action alleging invalidity or non non-infringement of any of the Licensed Patent Rights shall be brought against Licensee or raised by way of counterclaim or affirmative defense in an infringement suit brought by Licensee under Paragraph 11.02, pursuant to this Agreement and the provisions of Chapter 29 of Xxxxx 00, Xxxxxx Xxxxxx Code or other statutes, Licensee may: a) defend the suit in its own name, at its own expense, and on its own behalf for presumably valid claims in the Licensed Patent Rights; b) in any such suit, ultimately to enjoin infringement and to collect for its use, damages, profits, and awards of whatever nature recoverable for such infringement; and c) settle any claim or suit for declaratory judgment involving the Licensed Patent Rights Rights-provided, however, that PHS and appropriate Government authorities shall have the first right to take such actions and shall have a continuing right to intervene in such suit. If PHS does not notify Licensee of its intent to respond to the legal action within a reasonable time, Licensee shall will be free to do so. Licensee shall take no action to compel the Government either to initiate or to join in any such declaratory judgment action. Licensee may request the Government to initiate or to join any such suit if necessary to avoid dismissal of the suit. Should the Government be made a party to any such suit by motion or any other action of Licensee, Licensee shall reimburse the Government for any costs, expenses, or fees, fees which the Government incurs as a result of such motion or other action. PHS agrees to submit a report to Licensee detailing these costs, expenses or fees within sixty (60) days of their verification and approval by PHS. If Licensee elects not to defend against such declaratory judgment action, PHS, at its option, may do so at its own expense. In all cases, Licensee agrees to keep PHS reasonably apprised of the status and progress of any litigation. Before Licensee commences an infringement action, Licensee shall notify PHS and give careful consideration to the views of PHS and to any potential effects of the litigation on the public health in deciding whether to bring suit. 11.04 In any action under Paragraphs 11.02 or 11.03, the expenses including costs, fees, attorney fees, and disbursements, shall be paid by Licensee. The value of any recovery made by Licensee through court judgment or settlement shall be treated as Net Sales and subject to earned royalties. 11.05 PHS shall cooperate fully with Licensee in connection with any action under Paragraphs 11.02 or 11.03. PHS agrees promptly to provide access to all necessary documents and to render reasonable assistance in response to a request by Licensee.

INFRINGEMENT AND PATENT ENFORCEMENT. 11.01 PHS 11.1 The NIAID and the Licensee agree to notify each other promptly of each infringement or possible infringement of the Licensed Patent Rights, as well as as, any facts which may affect the validity, scope, or enforceability of the Licensed Patent Rights of which either Party party becomes aware. 11.02 11.2 Pursuant to this Agreement and the provisions of 35 U.S.C. Chapter 29 of title 3529, United States Code, the Licensee may: : (a) bring suit in its own name, at its own expense, and on its own behalf for infringement of presumably valid claims in the Licensed Patent Rights; ; (b) in any such suit, enjoin infringement and collect for its use, damages, profits, and awards of whatever nature recoverable for such the infringement; and or (c) settle any claim or suit for infringement of the Licensed Patent Rights provided, however, that PHS the NIAID and appropriate Government authorities shall have appropriate (d) if the first right to take such actions. If Licensee desires to initiate a suit for patent infringement, the Licensee shall notify PHS the NIAID in writingwriting [***]. If PHS does not notify Licensee of its intent to pursue legal action within ninety (90) days, Licensee shall be free to initiate suit. PHS The NIAID shall have a continuing right to intervene in such the suit. Licensee shall take no action to compel the Government either to initiate or to join in any such suit for patent infringement. The Licensee may request the Government to initiate or join in any such suit if necessary to avoid dismissal of the suit. Should the Government be made a party to any such suit, the Licensee shall reimburse the Government for any costs, expenses, or fees which the Government incurs as a result of such the motion or other action, including any and all costs incurred by the Government in opposing any such the motion or other action. In all cases, the Licensee agrees to keep PHS the NIAID reasonably apprised of the status and progress of any litigation. Before the Licensee commences an infringement action, the Licensee shall notify PHS the NIAID and give careful consideration to the views of PHS the NIAID and to any potential effects of the litigation on the public health in deciding whether to bring suit. 11.03 11.3 In the event that a declaratory judgment action alleging invalidity or non non-infringement of any of the Licensed Patent Rights shall be brought against the Licensee or raised by way of counterclaim or affirmative defense in an infringement suit brought by the Licensee under Paragraph 11.0211.2, pursuant to this Agreement and the provisions of 35 U.S.C. Chapter 29 of Xxxxx 00, Xxxxxx Xxxxxx Code or other statutes, the Licensee may: : (a) defend the suit in its own name, at its own expense, and on its own behalf for presumably valid claims in the Licensed Patent Rights; ; (b) in any such suit, ultimately to enjoin infringement and to collect for its use, damages, profits, and awards of whatever nature recoverable for such the infringement; and ; (c) settle any claim or suit for declaratory judgment involving the Licensed Patent Rights Rights-provided, however, that PHS the NIAID and appropriate Government authorities shall have the first right be consulted prior to take any such actions and shall have a continuing right to intervene in such the suit. If PHS ; and if XXXXX does not notify the Licensee of its intent to respond to the legal action within a reasonable time, the Licensee shall be free to do so. . 11.4 The Licensee shall take no action to compel the Government either to initiate or to join in any such declaratory judgment action. The Licensee may request the Government to initiate or to join any such suit if necessary to avoid dismissal of the suit. Should the Government be made a party to any such suit by motion or any other action of the Licensee, the Licensee shall reimburse the Government for any costs, expenses, or fees, which the Government incurs as a result of such the motion or other action. PHS agrees to submit a report to Licensee detailing these costs, expenses or fees within sixty (60) days of their verification and approval by PHS. If the Licensee elects not to defend against such the declaratory judgment action, PHSthe NIAID, at its option, may do so at its own expense. In all cases, the Licensee agrees to keep PHS the NIAID reasonably apprised of the status and progress of any litigation. Before the Licensee commences an infringement action, the Licensee shall notify PHS the NIAID and give careful consideration to [***] the views of PHS the NIAID and to any potential effects of the litigation on the public health in deciding whether to bring suit. 11.04 11.5 In any action under Paragraphs 11.02 11.2, 11.3 or 11.03, 11.4 the expenses including costs, fees, attorney fees, and disbursements, shall be paid by the Licensee. The value of any recovery made by the Licensee through court judgment or settlement shall be treated as Net Sales and subject to earned royalties.royalties as specified in Appendix C. 11.05 PHS 11.6 The NIAID shall cooperate fully with the Licensee in connection with any action under Paragraphs 11.02 11.2, 11.3 or 11.03. PHS agrees promptly to provide access to all necessary documents and to render reasonable assistance in response to a request by Licensee11.

INFRINGEMENT AND PATENT ENFORCEMENT. 11.01 PHS 11.1 The NIH and the Licensee agree to notify each other promptly of each infringement or possible infringement of the Licensed Patent Rights, as well as as, any facts which may affect the validity, scope, or enforceability of the Licensed Patent Rights of which either Party party becomes aware. 11.02 11.2 Pursuant to this Agreement and the provisions of 35 U.S.C. Chapter 29 of title 3529, United States Code, the Licensee may: : (a) bring suit in its own name, at its own expense, and on its own behalf for infringement of presumably valid claims in the Licensed Patent Rights; ; (b) in any such suit, enjoin infringement and collect for its use, damages, profits, and awards of whatever nature recoverable for such the infringement; and or (c) settle any claim or suit for infringement of the Licensed Patent Rights provided, however, that PHS the NIH and appropriate Government authorities shall have the first right to take such actions. If ; and (d) if the Licensee desires to initiate a suit for patent infringement, the Licensee shall notify PHS the NIH in writing. If PHS the NIH does not notify the Licensee of its intent to pursue legal action within ninety (90) days[***], the Licensee shall be free to initiate suit. PHS The NIH shall have a continuing right to intervene in such suitthe suit at its own expense. The Licensee shall take no action to compel the Government either to initiate or to join in any such suit for patent infringement; provided, however, that the Government will participate in the suit if required for legal standing purposes. The Licensee may request the Government to initiate or join in any such suit if necessary to avoid dismissal of the suit. Should the Government be made a party to any such suitsuit brought by the Licensee, the Licensee shall reimburse the Government for any costs, expenses, or fees which the Government incurs as a result of such the motion or other action, including any and all costs incurred by the Government in opposing any such the motion or other action. In all cases, the Licensee agrees to keep PHS the NIH reasonably apprised of the status and progress of any litigation. Before the Licensee commences an infringement action, the Licensee shall notify PHS the NIH and give careful consideration to the views of PHS the NIH and to any potential effects of the litigation on the public health in deciding whether to bring suit. 11.03 11.3 In the event that a declaratory judgment action alleging invalidity or non non-infringement of any of the Licensed Patent Rights shall be brought against the Licensee or raised by way of counterclaim or affirmative defense in an infringement suit brought by the Licensee under Paragraph 11.0211.2, pursuant to this Agreement and the provisions of 35 U.S.C. Chapter 29 of Xxxxx 00, Xxxxxx Xxxxxx Code or other statutes, the Licensee may: : (a) defend the suit in its own name, at its own expense, and on its own behalf for presumably valid claims in the Licensed Patent Rights; ; (b) in any such suit, ultimately to enjoin infringement and to collect for its use, xxx for damages, profits, and awards of whatever nature recoverable for such the infringement; and and (c) settle any claim or suit for declaratory judgment involving the Licensed Patent Rights provided, however, that PHS the NIH and appropriate Government authorities shall have the first right to take such actions and shall have a continuing right to intervene in such suit. If PHS the suit at its own expense; and (d) if the NIH does not notify the Licensee of its intent to respond to the legal action within a reasonable time, the Licensee shall be free to do so. The Licensee shall take no action to compel the Government either to initiate or to join in any such declaratory judgment action. The Licensee may request the Government to initiate or to join any such suit if necessary to avoid dismissal of the suit. Should the Government be made a party to any such suit by motion or any other action of brought by the Licensee, the Licensee shall reimburse the Government for any costs, expenses, or fees, which the Government incurs as a result of such the motion or other action. PHS agrees to submit a report to Licensee detailing these costs, expenses or fees within sixty (60) days of their verification and approval by PHS. If the Licensee elects not to defend against such the declaratory judgment action, PHSthe NIH, at its option, may do so at its own expense. In all cases, the Licensee agrees to keep PHS the NIH reasonably apprised of the status and progress of any litigation. Before the Licensee commences an infringement action, the Licensee shall notify PHS the NIH and give careful consideration to the views of PHS the NIH and to any potential effects of the litigation on the public health in deciding whether to bring suit. 11.04 In 11.4 Except as otherwise set forth above, in any action under Paragraphs 11.02 11.2 or 11.03, 11.3 the expenses including costs, fees, attorney fees, and disbursements, shall be paid by Licensee. [***] 11.5 The value of any recovery made by Licensee through court judgment or settlement shall be treated as Net Sales and subject to earned royalties. 11.05 PHS NIH shall cooperate fully with Licensee [***] in connection with any action under Paragraphs 11.02 11.2 or 11.03. PHS agrees promptly to provide access to all necessary documents and to render reasonable assistance in response to a request by Licensee11.

INFRINGEMENT AND PATENT ENFORCEMENT. 11.01 PHS and Licensee agree to notify each other promptly of each infringement or possible infringement of the Licensed Patent Rightsinfringement, as well as any facts which may affect the validity, scope, or enforceability of the Licensed Patent Rights of which either Party becomes aware. 11.02 Pursuant to this Agreement and the provisions of Chapter 29 of title Title 35, United States Code, Licensee may: may a) bring suit in its own name, at its own expense, and on its own behalf for infringement of presumably valid claims in the Licensed Patent Rights; b) in any such suit, enjoin infringement and collect for its use, damages, profits, and awards of whatever nature recoverable for such infringement; and c) settle any claim or suit for infringement of the Licensed Patent Rights Rights-provided, however, that PHS and appropriate Government authorities shall have the first right to take such actions. If Licensee desires to initiate a suit for patent infringement, Licensee shall notify PHS in writing. If PHS does not notify Licensee of its intent to pursue legal action within ninety (90) days, Licensee shall be free to initiate suit. PHS actions and shall have a continuing right to intervene in such suit. Licensee shall take no action to compel the Government either to initiate or to join in any such suit for patent infringement. Licensee may request the Government to initiate or join in any such suit if necessary to avoid dismissal of the the, suit. Should the Government be made a party to any such suit, Licensee shall reimburse the Government for any costs, expenses, or fees which the Government incurs as a result of such motion or other action, including any and all costs incurred by the Government in opposing any such motion or other action. Upon Licensee's payment of all costs incurred by the Government as a result of Licensee's joinder motion or other action, these actions by Licensee will not be considered a default in the performance of any material obligation under this Agreement. In all cases, Licensee agrees to keep PHS reasonably apprised of the status and progress of any litigation. Before Licensee commences an infringement action, Licensee shall notify PHS and give careful consideration to the views of PHS and to any potential effects of the litigation on the public health in deciding whether to bring suit. 11.03 In the event that a declaratory judgment any infringement action alleging invalidity or non infringement of any of the Licensed Patent Rights shall be brought against Licensee or raised by way of counterclaim or affirmative defense in an infringement suit brought by Licensee commenced under Paragraph 11.02, pursuant to this Agreement and the provisions of Chapter 29 of Xxxxx 00, Xxxxxx Xxxxxx Code or other statutes, Licensee may: a) defend the suit in its own name, at its own expense, and on its own behalf for presumably valid claims in the Licensed Patent Rights; b) in any such suit, ultimately to enjoin infringement and to collect for its use, damages, profits, and awards of whatever nature recoverable for such infringement; and c) settle any claim or suit for declaratory judgment involving the Licensed Patent Rights provided, however, that PHS and appropriate Government authorities shall have the first right to take such actions and shall have a continuing right to intervene in such suit. If PHS does not notify Licensee of its intent to respond to the legal action within a reasonable time, Licensee shall be free to do so. Licensee shall take no action to compel the Government either to initiate or to join in any such declaratory judgment action. Licensee may request the Government to initiate or to join any such suit if necessary to avoid dismissal of the suit. Should the Government be made a party to any such suit by motion or any other action of Licensee, Licensee shall reimburse the Government for any costs, expenses, or fees, which the Government incurs as a result of such motion or other action. PHS agrees to submit a report to Licensee detailing these costs, expenses or fees within sixty (60) days of their verification and approval by PHS. If Licensee elects not to defend against such declaratory judgment action, PHS, at its option, may do so at its own expense. In all cases, Licensee agrees to keep PHS reasonably apprised of the status and progress of any litigation. Before Licensee commences an infringement action, Licensee shall notify PHS and give careful consideration to the views of PHS and to any potential effects of the litigation on the public health in deciding whether to bring suit. 11.04 In any action under Paragraphs 11.02 or 11.03, the expenses including costs, fees, attorney fees, and disbursements, shall be paid by Licensee. The value Up to fifty percent (50%) of such expenses may be credited against the royalties payable to PHS under Paragraph 6.03 under the Licensed Patent Rights in the country in which such a suit is filed. In the event that fifty percent (50%) of such expenses exceed the amount of royalties payable by Licensee in any calendar year, the expenses in excess may be carried over as a credit on the same basis into succeeding calendar years. A credit against litigation expenses, however, may not reduce the royalties due in any calendar year to less than the minimum annual royalty. Any recovery made by Licensee Licensee, through court judgment or settlement settlement, first shall be treated applied to reimburse PHS for royalties withheld as Net Sales a credit against litigation expenses and subject then to earned royaltiesreimburse Licensee for its litigation expense. Any remaining recoveries shall be shared equally by Licensee and PHS. 11.05 11.04 PHS shall cooperate fully with Licensee in connection with any an infringement action initiated under Paragraphs 11.02 or 11.03. PHS agrees promptly to provide access to all necessary documents and to render reasonable assistance in response to a request by LicenseeParagraph 11.

INFRINGEMENT AND PATENT ENFORCEMENT. 11.01 PHS and Licensee agree to notify each other promptly of each infringement or possible infringement of the Licensed Patent Rights, as well as any facts which may affect the validity, scope, or enforceability of the Licensed Patent Rights of which either Party becomes aware. 11.02 Pursuant to this Agreement and the provisions of Chapter 29 of title 35, United States Code, Licensee may: may a) bring suit in its own name, at its own expense, and on its own behalf for infringement of presumably valid claims in the Licensed Patent Rights; b) in any such suit, enjoin infringement and collect for its use, damages, profits, and awards of whatever nature recoverable for such infringement; and c) settle any claim or suit for infringement of the Licensed Patent Rights provided, however, that PHS and appropriate Government authorities shall have the first right to take such actions. If Licensee desires to initiate a suit for patent infringement, Licensee shall notify PHS in writing. If PHS does not notify Licensee of its intent to pursue legal action within ninety (90) days, Licensee shall will be free to initiate suit. PHS shall have a continuing right to intervene in such suit. Licensee shall take no action to compel the Government either to initiate or to join in any such suit for patent infringement. Licensee may request the Government to initiate or join in any such suit if necessary to avoid dismissal of the suit. Should the Government be made a party to any such suit, Licensee shall reimburse the Government for any costs, expenses, or fees which the Government incurs as a result of such motion or other action, including any and all costs incurred by the Government in opposing any such motion or other action. Upon Licensee's payment of all costs incurred by the Government as a result of Licensee's joinder motion or other action, these actions by Licensee will not be considered a default in the performance of any material obligation under this Agreement. In all cases, Licensee agrees to keep PHS reasonably apprised of the status and progress of any litigation. Before Licensee commences an infringement action, Licensee shall notify PHS and give careful consideration to the views of PHS and to any potential effects of the litigation on the public health in deciding whether to bring suit. Should the Government be made a party to any such suit by motion or any other action of Licensee, Licensee shall reimburse the Government for any costs, expenses, or fees which the Government incurs as a result of such motion or other action. 11.03 In the event that a declaratory judgment action alleging invalidity invalidity/or non non-infringement of any of the Licensed Patent Rights shall be brought against Licensee or raised by way of counterclaim or affirmative defense in an infringement suit brought by Licensee under Paragraph 11.02, pursuant to this Agreement and the provisions of Chapter 29 of Xxxxx 00Title 35, Xxxxxx Xxxxxx United States Code or other statutesxxxxx xxxxxxxx, Licensee may: Xxxxnsee may a) defend the suit in its own name, at its own expense, and on its own behalf for presumably valid claims in the Licensed Patent Rights; b) in any such suit, ultimately to enjoin infringement and to collect for its use, damages, profits, and awards of whatever nature recoverable for such infringement; and c) settle any claim or suit for declaratory judgment involving the Licensed Patent Rights Rights-provided, however, that PHS and appropriate Government authorities shall have the first right to take such actions and shall have a continuing right to intervene in such suit. If PHS does not notify Licensee of its intent to respond to the legal action within a reasonable time, Licensee shall will be free to do so. Licensee shall take no action to compel the Government either to initiate or to join in any such declaratory judgment action. Licensee may request the Government to initiate or to join any such suit if necessary to avoid dismissal of the suit. Should the Government be made a party to any such suit by motion or any other action of Licensee, Licensee shall reimburse the Government for any costs, expenses, or fees, fees which the Government incurs as a result of such motion or other action. PHS agrees to submit Upon Licensee's payment of all costs incurred by the Government as a report to result of Licensee's joinder motion or other action, these actions by Licensee detailing these costs, expenses or fees within sixty (60) days will not be considered a default in the performance of their verification and approval by PHSany material obligation under this Agreement. If Licensee elects not to defend against such declaratory judgment action, PHS, at its option, may do so at its own expense. In all cases, Licensee agrees to keep PHS reasonably apprised of the status and progress of any litigation. Before Licensee commences an infringement action, Licensee shall notify PHS and give careful consideration to the views of PHS and to any potential effects of the litigation on the public health in deciding whether to bring suit. 11.04 In any action under Paragraphs 11.02 or 11.03, the expenses including costs, fees, attorney fees, and disbursements, shall be paid by Licensee. The value Up to [REDACTED]* of such expenses may be credited against the royalties payable to PHS under Paragraph 6.03 under the Licensed Patent Rights in the country in which such a suit is filed. In the event that [REDACTED]* of such expenses exceed the amount of royalties payable by Licensee in any calendar year, the expenses in excess may be carried over as a credit on the same basis into succeeding calendar years. A credit against litigation expenses, however, may not reduce the royalties due in any calendar year to less than the minimum annual royalty. Any recovery made by Licensee Licensee, through court judgment or settlement settlement, first shall be treated applied to reimburse PHS for royalties withheld as Net Sales a credit against litigation expenses and subject then to earned royaltiesreimburse Licensee for its litigation expense. [REDACTED]*. 11.05 PHS shall cooperate fully with Licensee in connection with any action under Paragraphs 11.02 or 11.03. PHS agrees promptly to provide access to all necessary documents and to render reasonable assistance in response to a request by Licensee.

INFRINGEMENT AND PATENT ENFORCEMENT. 11.01 11.1 PHS and Licensee agree to notify each other promptly of each infringement or possible infringement of the Licensed Patent Rights, as well as as, any facts which may affect the validity, scope, or enforceability of the Licensed Patent Rights of which either Party party becomes aware. 11.02 11.2 Pursuant to this Agreement and the provisions of Chapter 29 of title 35, United States Code35 U.S.C. Part 29, Licensee may: : (a) bring suit in its own name, at its own expense, and on its own behalf for infringement of presumably valid claims in the Licensed Patent Rights; ; (b) in any such suit, enjoin infringement and collect for its use, damages, profits, and awards of whatever nature recoverable for such the infringement; and or (c) settle any claim or suit for infringement of the Licensed Patent Rights provided, however, that PHS and appropriate Government authorities shall have the first right to take such actions. ; and (d) If Licensee desires to initiate a suit for patent infringement, Licensee shall notify PHS in writing. If PHS does not notify Licensee of its intent to pursue legal action within ninety (90) days, Licensee shall be free to initiate suit. PHS shall have a continuing right to intervene in such the suit. Licensee shall take no action to compel the Government either to initiate or to join in any such suit for patent infringement. Licensee may request the Government to initiate or join in any such suit if necessary to avoid dismissal of the suit. Should the Government be made a party to any such suit, Licensee shall reimburse the Government for any costs, expenses, or fees which the Government incurs as a result of such the motion or other action, including any and all costs incurred by the Government in opposing any such the motion or other action. In all cases, Licensee agrees to keep PHS reasonably apprised of the status and progress of any litigation. Before Licensee commences an infringement action, Licensee shall notify PHS and give careful consideration to the views of PHS and to any potential effects of the litigation on the public health in deciding whether to bring suit. 11.03 11.3 In the event that a declaratory judgment action alleging invalidity or non non-infringement of any of the Licensed Patent Rights shall be brought against Licensee or raised by way of counterclaim or affirmative defense in an infringement suit brought by Licensee under Paragraph 11.0211.2, pursuant to this Agreement and the provisions of Chapter 35 U.S.C. Part 29 of Xxxxx 00, Xxxxxx Xxxxxx Code or other statutes, Licensee may: : (a) defend the suit in its own name, at its own expense, and on its own behalf for presumably valid claims in the Licensed Patent Rights; ; (b) in any such suit, ultimately to enjoin infringement and to collect for its use, damages, profits, and awards of whatever nature recoverable for such the infringement; and and (c) settle any claim or suit for declaratory judgment involving the Licensed Patent Rights Rights-provided, however, that PHS and appropriate Government authorities shall have the first right to take such these actions and shall have a continuing right to intervene in such the suit. ; and PHS Patent License Agreement–Exclusive Model 10-2005 (updated 8-2010) Page 10 of 25 Oculus Innovative Sciences, Inc. Date Printed: August 17, 2011 (d) If PHS does not notify Licensee of its intent to respond to the legal action within a reasonable time, Licensee shall be free to do so. Licensee shall take no action to compel the Government either to initiate or to join in any such declaratory judgment action. Licensee may request the Government to initiate or to join any such suit if necessary to avoid dismissal of the suit. Should the Government be made a party to any such suit by motion or any other action of Licensee, Licensee shall reimburse the Government for any costs, expenses, or fees, which the Government incurs as a result of such the motion or other action. PHS agrees to submit a report to Licensee detailing these costs, expenses or fees within sixty (60) days of their verification and approval by PHS. If Licensee elects not to defend against such the declaratory judgment action, PHS, at its option, may do so at its own expense. In all cases, Licensee agrees to keep PHS reasonably apprised of the status and progress of any litigation. Before Licensee commences an infringement action, Licensee shall notify PHS and give careful consideration to the views of PHS and to any potential effects of the litigation on the public health in deciding whether to bring suit. 11.04 11.4 In any action under Paragraphs 11.02 11.2 or 11.03, 11.3 the expenses including costs, fees, attorney fees, and disbursements, shall be paid by LicenseeLicensee when Licensee initiates the action. The value of any recovery net of litigation costs made by Licensee through court judgment or settlement shall be treated as Net Sales and subject to earned royalties. 11.05 11.5 PHS shall cooperate fully with Licensee in connection with any action under Paragraphs 11.02 11.2 or 11.0311.3. PHS agrees promptly to provide access to all necessary documents and to render reasonable assistance in response to a request by Licensee.

INFRINGEMENT AND PATENT ENFORCEMENT. 11.01 PHS 11.1 The IC and the Licensee agree to notify each other promptly of each infringement or possible infringement of the Licensed Patent Rights, as well as as, any facts which may affect the validity, scope, or enforceability of the Licensed Patent Rights of which either Party party becomes aware. 11.02 11.2 Pursuant to this Agreement and the provisions of 35 U.S.C. § 207(a)(2) and 35 U.S.C. Chapter 29 of title 3529, United States Code, the Licensee may: : (a) bring suit in its own name, at its own expense, and on its own behalf for infringement of presumably valid claims in the Licensed Patent Rights; ; (b) in any such suit, enjoin infringement and collect for its use, damages, profits, and awards of whatever nature recoverable for such the infringement; and or (c) settle any claim or suit for infringement of the Licensed Patent Rights provided, however, that PHS the IC and appropriate Government authorities shall have the first right to take such actions. If ; and (d) if the Licensee desires to initiate a suit for patent infringement, the Licensee shall notify PHS the IC in writing. If PHS the IC does not notify the Licensee of its intent to pursue legal action within ninety (90) days[***], the Licensee shall be free to initiate suit. PHS The IC shall have a continuing right to intervene in such the suit. The Licensee shall take no action to compel the Government either to initiate or to join in any such suit for patent infringement. The Licensee may request the Government to initiate or join in any such suit if necessary to avoid dismissal of the suit. Should the Government be made a party to any such suit, the Licensee shall reimburse the Government for any costs, expenses, or fees which the Government incurs as a result of such the motion or other action, including any and all costs incurred by the Government in opposing any such the motion or other action. In all cases, the Licensee agrees to keep PHS the IC reasonably apprised of the status and progress of any litigation. Before the Licensee commences an infringement action, the Licensee shall notify PHS the IC and give careful consideration to the views of PHS the IC and to any potential effects of the litigation on the public health in deciding whether to bring suit. 11.03 11.3 In the event that a declaratory judgment action alleging invalidity or non non-infringement of any of the Licensed Patent Rights shall be brought against the Licensee or raised by way of counterclaim or affirmative defense in an infringement suit brought by the Licensee under Paragraph 11.0211.2, pursuant to this Agreement and the provisions of 35 U.S.C. Chapter 29 of Xxxxx 00, Xxxxxx Xxxxxx Code or other statutes, the Licensee may: : (a) defend the suit in its own name, at its own expense, and on its own behalf for presumably valid claims in the Licensed Patent Rights; ; (b) in any such suit, ultimately to enjoin infringement and to collect for its use, damages, profits, and awards of whatever nature recoverable for such the infringement; and CONFIDENTIAL NIH Patent License Agreement–Exclusive US-DOCS\144314993.1 17 (c) settle any claim or suit for declaratory judgment involving the Licensed Patent Rights Rights-provided, however, that PHS the IC and appropriate Government authorities shall have the first right to take such these actions and shall have a continuing right to intervene in such suit. If PHS does not notify Licensee of its intent to respond to the legal action within a reasonable time, Licensee shall be free to do so. Licensee shall take no action to compel the Government either to initiate or to join in any such declaratory judgment action. Licensee may request the Government to initiate or to join any such suit if necessary to avoid dismissal of the suit. Should the Government be made a party to any such suit by motion or any other action of Licensee, Licensee shall reimburse the Government for any costs, expenses, or fees, which the Government incurs as a result of such motion or other action. PHS agrees to submit a report to Licensee detailing these costs, expenses or fees within sixty (60) days of their verification and approval by PHS. If Licensee elects not to defend against such declaratory judgment action, PHS, at its option, may do so at its own expense. In all cases, Licensee agrees to keep PHS reasonably apprised of the status and progress of any litigation. Before Licensee commences an infringement action, Licensee shall notify PHS and give careful consideration to the views of PHS and to any potential effects of the litigation on the public health in deciding whether to bring suit. 11.04 In any action under Paragraphs 11.02 or 11.03, the expenses including costs, fees, attorney fees, and disbursements, shall be paid by Licensee. The value of any recovery made by Licensee through court judgment or settlement shall be treated as Net Sales and subject to earned royalties. 11.05 PHS shall cooperate fully with Licensee in connection with any action under Paragraphs 11.02 or 11.03. PHS agrees promptly to provide access to all necessary documents and to render reasonable assistance in response to a request by Licensee.; and

INFRINGEMENT AND PATENT ENFORCEMENT. 11.01 PHS 11.1 The IC and the Licensee agree to notify each other promptly of each infringement or possible infringement of the Licensed Patent Rights, as well as as, any facts which may affect the validity, scope, or enforceability of the Licensed Patent Rights of which either Party party becomes aware. 11.02 11.2 Pursuant to this Agreement and the provisions of 35 U.S.C. Chapter 29 of title 3529, United States Code, the Licensee may: : (a) bring suit in its own name, at its own expense, and on its own behalf for infringement of presumably valid claims in the Licensed Patent Rights; ; (b) in any such suit, enjoin infringement and collect for its use, damages, profits, and awards of whatever nature recoverable for such the infringement; and or (c) settle any claim or suit for infringement of the Licensed Patent Rights provided, however, that PHS the IC and appropriate Government authorities shall have the first right to take such actions. If ; and (d) if the Licensee desires to initiate a suit for patent infringement, the Licensee shall notify PHS the IC in writing. If PHS the IC does not notify the Licensee of its intent to pursue legal action within ninety (90) [***] days, the Licensee shall be free to initiate suit. PHS The IC shall have a continuing right to intervene in such the suit. The Licensee shall take no action to compel the Government either to initiate or to join in any such suit for patent infringement. The Licensee may request the Government to initiate or join in any such suit if necessary to avoid dismissal of the suit. Should the Government be made a party to any such suit, the Licensee shall reimburse the Government for any costs, expenses, or fees which the Government incurs as a result of such the motion or other action, including any and all costs incurred by the Government in opposing any such the motion or other action. In all cases, the Licensee agrees to keep PHS the IC reasonably apprised of the status and progress of any litigation. Before the Licensee commences an infringement action, the Licensee shall notify PHS the IC and give careful consideration to the views of PHS the IC and to any potential effects of the litigation on the public health in deciding whether to bring suit. 11.03 11.3 In the event that a declaratory judgment action alleging invalidity or non non-infringement of any of the Licensed Patent Rights shall be brought against the Licensee or raised by way of counterclaim or affirmative defense in an infringement suit brought by the Licensee under Paragraph 11.0211.2, pursuant to this Agreement and the provisions of 35 U.S.C. Chapter 29 of Xxxxx 00, Xxxxxx Xxxxxx Code or other statutes, the Licensee may: : (a) defend the suit in its own name, at its own expense, and on its own behalf for presumably valid claims in the Licensed Patent Rights; ; (b) in any such suit, ultimately to enjoin infringement and to collect for its use, damages, profits, and awards of whatever nature recoverable for such the infringement; and and (c) settle any claim or suit for declaratory judgment involving the Licensed Patent Rights Rights-provided, however, that PHS the IC and appropriate Government authorities shall have the first right to take such these actions and shall have a continuing right to intervene in such the suit. If PHS ; and (d) if the IC does not notify the Licensee of its intent to respond to the legal action within a reasonable time, the Licensee shall be free to do so. The Licensee shall take no action to compel the Government either to initiate or to join in any such declaratory judgment action. The Licensee may request the Government to initiate or to join any such suit if necessary to avoid dismissal of the suit. Should the Government be made a party to any such suit by motion or any other action of the Licensee, the Licensee shall reimburse the Government for any costs, expenses, or fees, which the Government incurs as a result of such the motion or other action. PHS agrees to submit a report to Licensee detailing these costs, expenses or fees within sixty (60) days of their verification and approval by PHS. If the Licensee elects not to defend against such the declaratory judgment action, PHSthe IC, at its option, may do so at its own expense. In all cases, the Licensee agrees to keep PHS the IC reasonably apprised of the status and progress of any litigation. Before the Licensee commences an infringement action, the Licensee shall notify PHS the IC and give careful consideration to the views of PHS the IC and to any potential effects of the litigation on the public health in deciding whether to bring suit. 11.04 11.4 In any action under Paragraphs 11.02 11.2 or 11.03, 11.3 the expenses including costs, fees, attorney fees, and disbursementsdisbursements (“Claim Expense”), shall be paid by the Licensee. The value of any recovery made by the Licensee through court judgment or settlement shall be reduced by the Claim Expense and the adjusted value shall be treated as Net Sales and subject to earned royalties. 11.05 PHS 11.5 The IC shall cooperate fully with the Licensee in connection with any action under Paragraphs 11.02 11.2 or 11.03. PHS agrees promptly to provide access to all necessary documents and to render reasonable assistance in response to a request by Licensee11.

INFRINGEMENT AND PATENT ENFORCEMENT. 11.01 PHS 11.1 The NIH and the Licensee agree to notify each other promptly of each infringement or possible infringement of the Licensed Patent Rights, as well as as, any facts which may affect the validity, scope, or enforceability of the Licensed Patent Rights to the extent a party becomes aware of which either Party becomes awaresuch infringement or facts. 11.02 11.2 Pursuant to this Agreement and the provisions of Chapter 29 of title 3535 U.S.C. Part 29, United States Code, the Licensee may: : (a) bring suit in its own name, at its own expense, and on its own behalf for infringement of presumably valid claims in the Licensed Patent Rights; ; (b) in any such suit, enjoin infringement and collect for its use, damages, profits, and awards of whatever nature recoverable for such the infringement; and or (c) settle any claim or suit for infringement of the Licensed Patent Rights provided, however, that PHS the NIH and appropriate Government authorities shall have the first right to take such actions. ; and (d) If the Licensee desires to initiate a suit for patent infringement, the Licensee shall notify PHS the NIH in writing. If PHS the NIH does not notify the Licensee of its intent to pursue legal action within ninety (90) days[*…***…], the Licensee shall be free to initiate suit. PHS The NIH shall have a continuing right to intervene in such suitthe suit at its own expense. The Licensee shall take no action to compel the Government either to initiate or to join in any such suit for patent infringement; provided, however, that the Government will participate in the suit if, and only if, required for legal standing purposes. The Licensee may request the Government to initiate or join in any such suit if necessary to avoid dismissal of the suit. Should the Government be made a party to any such suitsuit brought by the Licensee, the Licensee shall reimburse the Government for any costs, expenses, or fees which the Government incurs as a result of such the motion or other action, including any and all costs incurred by the Government in opposing any such the motion or other action. In all cases, the Licensee agrees to keep PHS the NIH reasonably apprised of the status and progress of any litigation. Before the Licensee commences an infringement action, the Licensee shall notify PHS the NIH and give careful consideration to the views of PHS the NIH and to any potential effects of the litigation on the public health in deciding whether to bring suit. 11.03 . In the event that a declaratory judgment action alleging invalidity or non non-infringement of any of the Licensed Patent Rights shall be brought against the Licensee or raised by way of counterclaim or affirmative defense in an infringement suit brought by the Licensee under A-265-2013 NIH Patent License Agreement - Exclusive Paragraph 11.0211.2, pursuant to this Agreement and the provisions of Chapter 35 U.S.C. Part 29 of Xxxxx 00, Xxxxxx Xxxxxx Code or other statutes, the Licensee may: a: (e) defend the suit in its own name, at its own expense, and on its own behalf for presumably valid claims in the Licensed Patent Rights; b; (f) in any such suit, ultimately to enjoin infringement and to collect for its use, damages, profits, and awards of whatever nature recoverable for such the infringement; and cand (g) settle any claim or suit for declaratory judgment involving the Licensed Patent Rights provided, however, that PHS the NIH and appropriate Government authorities shall have the first right to take such actions and shall have a continuing right to intervene in such suit. the suit at its own expense; and (h) If PHS the NIH does not notify the Licensee of its intent to respond to the legal action within a reasonable time, the Licensee shall be free to do so. The Licensee shall take no action to compel the Government either to initiate or to join in any such declaratory judgment action. The Licensee may request the Government to initiate or to join any such suit if necessary to avoid dismissal of the suit. Should the Government be made a party to any such suit by motion or any other action of brought by the Licensee, the Licensee shall reimburse the Government for any costs, expenses, or fees, which the Government incurs as a result of such the motion or other action. PHS agrees to submit a report to Licensee detailing these costs, expenses or fees within sixty (60) days of their verification and approval by PHS. If the Licensee elects not to defend against such the declaratory judgment action, PHSthe NIH, at its option, may do so at its own expense. In all cases, the Licensee agrees to keep PHS the NIH reasonably apprised of the status and progress of any litigation. Before the Licensee commences an infringement action, the Licensee shall notify PHS the NIH and give careful consideration to the views of PHS the NIH and to any potential effects of the litigation on the public health in deciding whether to bring suit. 11.04 In 11.3 Except as otherwise set forth above, in any action under Paragraphs 11.02 11.2 or 11.03, 11.3 the expenses including costs, fees, attorney fees, and disbursements, shall be paid by the Licensee. The value of any recovery made by the Licensee through court judgment or settlement settlement, after first reimbursing the Licensee for such expenses paid by the Licensee, shall be treated as Net Sales and subject to earned royalties. 11.05 PHS 11.4 The NIH shall cooperate fully with the Licensee in connection with any action under Paragraphs 11.02 11.2 or 11.03. PHS agrees promptly to provide access to all necessary documents and to render reasonable assistance in response to a request by Licensee11.

INFRINGEMENT AND PATENT ENFORCEMENT. 11.01 PHS The IC and the Licensee agree to notify each other promptly of each infringement or possible infringement of the Licensed Patent Rights, as well as as, any facts which may affect the validity, scope, or enforceability of the Licensed Patent Rights of which either Party party becomes aware. 11.02 . Pursuant to this Agreement and the provisions of 35 U.S.C. Chapter 29 of title 3529, United States Code, the Licensee may: a) bring suit in its own name, at its own expense, and on its own behalf for infringement of presumably valid claims in the Licensed Patent Rights; b) in any such suit, enjoin infringement and collect for its use, damages, profits, and awards of whatever nature recoverable for such the infringement; and c) or settle any claim or suit for infringement of the Licensed Patent Rights provided, however, that PHS the IC and appropriate Government authorities shall have the first right to take such actions. ; and If the Licensee desires to initiate a suit for patent infringement, the Licensee shall notify PHS the IC in writing. If PHS the IC does not notify the Licensee of its intent to pursue legal action within ninety (90) days, the Licensee shall be free to initiate suit. PHS The IC shall have a continuing right to intervene in such the suit. The Licensee shall take no action to compel the Government either to initiate or to join in any such suit for patent infringement. The Licensee may request the Government to initiate or join in any such suit if necessary to avoid dismissal of the suit. Should the Government be made a party to any such suit, the Licensee shall reimburse the Government for any costs, expenses, or fees which the Government incurs as a result of such the motion or other action, including any and all costs incurred by the Government in opposing any such the motion or other action. In all cases, the Licensee agrees to keep PHS the IC reasonably apprised of the status and progress of any litigation. Before the Licensee commences an infringement action, the Licensee shall notify PHS the IC and give careful consideration to the views of PHS the IC and to any potential effects of the litigation on the public health in deciding whether to bring suit. 11.03 . In the event that a declaratory judgment action alleging invalidity or non infringement non‑infringement of any of the Licensed Patent Rights shall be brought against the Licensee or raised by way of counterclaim or affirmative defense in an infringement suit brought by the Licensee under Paragraph 11.0211.2, pursuant to this Agreement and the provisions of 35 U.S.C. Chapter 29 of Xxxxx 00, Xxxxxx Xxxxxx Code or other statutes, the Licensee may: a) defend the suit in its own name, at its own expense, and on its own behalf for presumably valid claims in the Licensed Patent Rights; b) in any such suit, ultimately to enjoin infringement and to collect for its use, damages, profits, and awards of whatever nature recoverable for such the infringement; and c) settle any claim or suit for declaratory judgment involving the Licensed Patent Rights Rights-provided, however, that PHS the IC and appropriate Government authorities shall have the first right to take such these actions and shall have a continuing right to intervene in such the suit. ; and If PHS the IC does not notify the Licensee of its intent to respond to the legal action within a reasonable time, the Licensee shall be free to do so. The Licensee shall take no action to compel the Government either to initiate or to join in any such declaratory judgment action. The Licensee may request the Government to initiate or to join any such suit if necessary to avoid dismissal of the suit. Should the Government be made a party to any such suit by motion or any other action of the Licensee, the Licensee shall reimburse the Government for any costs, expenses, or fees, which the Government incurs as a result of such the motion or other action. PHS agrees to submit a report to Licensee detailing these costs, expenses or fees within sixty (60) days of their verification and approval by PHS. If the Licensee elects not to defend against such the declaratory judgment action, PHSthe IC, at its option, may do so at its own expense. In all cases, the Licensee agrees to keep PHS the IC reasonably apprised of the status and progress of any litigation. Before the Licensee commences an infringement action, the Licensee shall notify PHS the IC and give careful consideration to the views of PHS the IC and to any potential effects of the litigation on the public health in deciding whether to bring suit. 11.04 . In any action under Paragraphs 11.02 11.2 or 11.03, 11.3 the expenses including costs, fees, attorney fees, and disbursements, shall be paid by the Licensee. The value of any recovery made by the Licensee through court judgment or settlement shall be treated as Net Sales and subject to earned royalties. 11.05 PHS shall cooperate fully with Licensee in connection with any action under Paragraphs 11.02 or 11.03. PHS agrees promptly to provide access to all necessary documents and to render reasonable assistance in response to a request by Licensee.

INFRINGEMENT AND PATENT ENFORCEMENT. 11.01 PHS and Licensee agree to notify each other promptly of each infringement or possible infringement of the Licensed Patent Rights, as well as any facts which may affect the validity, scope, or enforceability of the Licensed Patent Rights of which either Party becomes aware. 11.02 Pursuant to this Agreement and the provisions of Chapter 29 of title 35, United States Code, Licensee may: a) bring suit in its own name, at its own expense, and on its own behalf for infringement of presumably valid claims in the Licensed Patent Rights; b) in any such suit, enjoin infringement and collect for its use, damages, profits, and awards of whatever nature recoverable for such infringement; and c) settle any claim or suit for infringement of the Licensed Patent Rights provided, however, that PHS and appropriate Government authorities shall have the first right to take such actions. If Licensee desires to initiate a suit for patent infringement, Licensee shall notify PHS in writing. If PHS does not notify Licensee of its intent to pursue legal action within ninety (90) days, Licensee shall will be free to initiate suit. PHS shall have a continuing right to intervene in such suit. Licensee shall take no action to compel the Government either to initiate or to join in any such suit for patent infringement. Licensee may request the Government to initiate or join in any such suit if necessary to avoid dismissal of the suit. Should the Government be made a party to any such suit, Licensee shall reimburse the Government for any costs, expenses, or fees which the Government incurs as a result of such motion or other action, including any and all costs incurred by the Government in opposing any such motion or other action. In all cases, Licensee agrees to keep PHS reasonably apprised of the status and progress of any litigation. Before Licensee commences an infringement action, Licensee shall notify PHS and give careful consideration to the views of PHS and to any potential effects of the litigation on the public health in deciding whether to bring suit.. PHS Patent License Agreement--Exclusive CONFIDENTIAL L-268-99/0 Model 980611 Page 11 of 37 Final RegeneRx Biopharmaceuticals, Inc. January 24, 2001 11.03 In the event that a declaratory judgment action alleging invalidity or non non-infringement of any of the Licensed Patent Rights shall be brought against Licensee or raised by way of counterclaim or affirmative defense in an infringement suit brought by Licensee under Paragraph 11.02, pursuant to this Agreement and the provisions of Chapter 29 of Xxxxx Titlx 00, Xxxxxx Xxxxxx Code Xxxe or other statutes, Licensee may: a) defend the suit in its own name, at its own expense, and on its own behalf for presumably valid claims in the Licensed Patent Rights; b) in any such suit, ultimately to enjoin infringement and to collect for its use, damages, profits, and awards of whatever nature recoverable for such infringement; and c) settle any claim or suit for declaratory judgment involving the Licensed Patent Rights Rights-provided, however, that PHS and appropriate Government authorities shall have the first right to take such actions and shall have a continuing right to intervene in such suit. If PHS does not notify Licensee of its intent to respond to the legal action within a reasonable time, Licensee shall will be free to do so. Licensee shall take no action to compel the Government either to initiate or to join in any such declaratory judgment action. Licensee may request the Government to initiate or to join any such suit if necessary to avoid dismissal of the suit. Should the Government be made a party to any such suit by motion or any other action of Licensee, Licensee shall reimburse the Government for any costs, expenses, or fees, fees which the Government incurs as a result of such motion or other action. PHS agrees to submit a report to Licensee detailing these costs, expenses or fees within sixty (60) days of their verification and approval by PHS. If Licensee elects not to defend against such declaratory judgment action, PHS, at its option, may do so at its own expense. In all cases, Licensee agrees to keep PHS reasonably apprised of the status and progress of any litigation. Before Licensee commences an infringement action, Licensee shall notify PHS and give careful consideration to the views of PHS and to any potential effects of the litigation on the public health in deciding whether to bring suit. 11.04 In any action under Paragraphs 11.02 or 11.03, the expenses including costs, fees, attorney fees, and disbursements, shall be paid by Licensee. The value of any recovery made by Licensee through court judgment or settlement shall be treated as Net Sales and subject to earned royalties. 11.05 PHS shall cooperate fully with Licensee in connection with any action under Paragraphs 11.02 or 11.03. PHS agrees promptly to provide access to all necessary documents and to render reasonable assistance in response to a request by Licensee.

INFRINGEMENT AND PATENT ENFORCEMENT. 11.01 PHS 11.1 The NIH and the Licensee agree to notify each other promptly of each infringement or possible infringement of the Licensed Patent Rights, as well as as, any facts which may affect the validity, scope, or enforceability of the Licensed Patent Rights of which either Party party becomes aware. 11.02 11.2 Pursuant to this Agreement and the provisions of 35 U.S.C. Chapter 29 of title 3529, United States Code, the Licensee may: : (a) bring suit in its own name, at its own expense, and on its own behalf for infringement of presumably valid claims in the Licensed Patent Rights; ; (b) in any such suit, enjoin infringement and collect for its use, damages, profits, and awards of whatever nature recoverable for such the infringement; and or (c) settle any claim or suit for infringement of the Licensed Patent Rights provided, however, that PHS the NIH and appropriate Government authorities shall have the first right to take such actions. If ; and A-107-2014 NIH Patent License Agreement--Exclusive 9 (d) if the Licensee desires to initiate a suit for patent infringement, the Licensee shall notify PHS the NIH in writing. If PHS the NIH does not notify the Licensee of its intent to pursue legal action within ninety (90) days[***], the Licensee shall be free to initiate suit. PHS The NIH shall have a continuing right to intervene in such suitthe suit at its own expense. The Licensee shall take no action to compel the Government either to initiate or to join in any such suit for patent infringement; provided, however, that the Government will participate in the suit if required for legal standing purposes. The Licensee may request the Government to initiate or join in any such suit if necessary to avoid dismissal of the suit. Should the Government be made a party to any such suitsuit brought by the Licensee, the Licensee shall reimburse the Government for any costs, expenses, or fees which the Government incurs as a result of such the motion or other action, including any and all costs incurred by the Government in opposing any such the motion or other action. In all cases, the Licensee agrees to keep PHS the NIH reasonably apprised of the status and progress of any litigation. Before the Licensee commences an infringement action, the Licensee shall notify PHS the NIH and give careful consideration to the views of PHS the NIH and to any potential effects of the litigation on the public health in deciding whether to bring suit. 11.03 11.3 In the event that a declaratory judgment action alleging invalidity or non infringement non‑infringement of any of the Licensed Patent Rights shall be brought against the Licensee or raised by way of counterclaim or affirmative defense in an infringement suit brought by the Licensee under Paragraph 11.0211.2, pursuant to this Agreement and the provisions of 35 U.S.C. Chapter 29 of Xxxxx 00, Xxxxxx Xxxxxx Code or other statutes, the Licensee may: : (a) defend the suit in its own name, at its own expense, and on its own behalf for presumably valid claims in the Licensed Patent Rights; ; (b) in any such suit, ultimately to enjoin infringement and to collect for its use, xxx for damages, profits, and awards of whatever nature recoverable for such the infringement; and and (c) settle any claim or suit for declaratory judgment involving the Licensed Patent Rights provided, however, that PHS the NIH and appropriate Government authorities shall have the first right to take such actions and shall have a continuing right to intervene in such suit. If PHS the suit at its own expense; and (d) if the NIH does not notify the Licensee of its intent to respond to the legal action within a reasonable time, the Licensee shall be free to do so. The Licensee shall take no action to compel the Government either to initiate or to join in any such declaratory judgment action. The Licensee may request the Government to initiate or to join any such suit if necessary to avoid dismissal of the suit. Should the Government be made a party to any such suit by motion or any other action of brought by the Licensee, the Licensee shall reimburse the Government for any costs, expenses, or fees, which the Government incurs as a result of such the motion or other action. PHS agrees to submit a report to Licensee detailing these costs, expenses or fees within sixty (60) days of their verification and approval by PHS. If the Licensee elects not to defend against such the declaratory judgment action, PHSthe NIH, at its option, may do so at its own expense. In all cases, the Licensee agrees to keep PHS the NIH reasonably apprised of the status and progress of any litigation. Before the Licensee commences an infringement action, the Licensee shall notify PHS the NIH and give careful consideration to the views of PHS the NIH and to any potential effects of the litigation on the public health in deciding whether to bring suit. 11.04 In 11.4 Except as otherwise set forth above, in any action under Paragraphs 11.02 11.2 or 11.03, 11.3 the expenses including costs, fees, attorney fees, and disbursements, shall be paid by Licensee. [***] 11.5 The value of any recovery made by Licensee through court judgment or settlement shall be treated as Net Sales and subject to earned royalties. 11.05 PHS NIH shall cooperate fully with Licensee [***] in connection with any action under Paragraphs 11.02 11.2 or 11.03. PHS agrees promptly to provide access to all necessary documents and to render reasonable assistance in response to a request by Licensee11.

INFRINGEMENT AND PATENT ENFORCEMENT. 11.01 PHS 11.1 The IC and the Licensee agree to notify each other promptly of each infringement or possible infringement of the Licensed Patent Rights, as well as as, any facts which may affect the validity, scope, or enforceability of the Licensed Patent Rights of which either Party becomes aware. 11.02 11.2 Pursuant to this Agreement and the provisions of Chapter 35 U.S.C. Part 29 of title 35, United States Code, the Licensee may: : (a) bring suit in its own name, at its own expense, and on its own behalf for infringement of presumably valid claims in the Licensed Patent Rights; ; (b) in any such suit, enjoin infringement and collect for its use, damages, profits, and awards of whatever nature recoverable for such the infringement; and or (c) settle any claim or suit for infringement of the Licensed Patent Rights provided, however, that PHS the IC and appropriate Government authorities shall have the first right to take such actions. If ; and (d) if the Licensee desires to initiate a suit for patent infringement, the Licensee shall notify PHS the IC in writing. If PHS the IC does not notify the Licensee of its intent to pursue legal action within ninety (90) days[***], the Licensee shall be free to initiate suit. PHS The IC shall have a continuing right to intervene in such the suit. The Licensee shall take no action to compel the Government either to initiate or to join in any such suit for patent infringement. The Licensee may request the Government to initiate or join in any such suit if necessary to avoid dismissal of the suit. Should the Government be made a party to any such suit, the Licensee shall reimburse the Government for any costs, expenses, or fees which the Government incurs as a result of such motion or other action, including any and all costs incurred by the Government in opposing any such motion or other action. In all cases, the Licensee agrees to keep PHS the IC reasonably apprised of the status and progress of any litigation. Before the Licensee commences an infringement action, the Licensee shall notify PHS the IC and give careful consideration to the views of PHS the IC and to any potential effects of the litigation on the public health in deciding whether to bring suit. 11.03 11.3 Any recovery, whether by way of settlement or judgment, from a third party pursuant to a legal proceeding initiated hereunder shall first be used to reimburse the actual fees, costs and expenses incurred by the parties in connection with such proceeding. The balance of such recovery shall be treated as Net Sales and subject to earned royalties pursuant to Appendix C of this Agreement. 11.4 In the event IC or Licensee initiates or defends a legal proceeding concerning any Licensed Patent Rights, the other party shall supply all reasonable assistance reasonably requested by the party initiating such proceeding. 11.5 In the event that a declaratory judgment action alleging invalidity or non infringement of any of the Licensed Patent Rights shall be brought against the IC, the IC agrees to notify the Licensee or raised by way of counterclaim or affirmative defense in that an infringement suit brought by action alleging invalidity has been brought. The IC does not represent that it shall commence legal action to defend against a declaratory action alleging invalidity. If the IC elects not to defend against such an action, the Licensee under Paragraph 11.02, pursuant to this Agreement and the provisions of Chapter 29 of Xxxxx 00, Xxxxxx Xxxxxx Code or other statutes, Licensee may: (a) may defend the suit in its own name, at its own expense, and on its own behalf for presumably valid claims Valid Claims in the Licensed Patent RightsRights hereunder; (b) in any such suit, ultimately to may enjoin infringement and to collect for its use, damages, profits, profits and awards of whatever nature recoverable for such infringement; and (c) settle any claim or suit for declaratory judgment infringement involving the Licensed Patent Rights Rights; provided, however, that PHS the IC and appropriate Government authorities shall have the first right to take such actions and shall have a continuing right to intervene in such suit. If PHS does not notify Licensee of its intent to respond to the legal action within a reasonable time, Licensee shall be free to do so. The Licensee shall take no action to compel the Government either to initiate or to join in any such declaratory judgment action. Licensee may request the Government to initiate or to join any such suit if necessary to avoid dismissal of the suit. Should the Government be made a party to any such suit by motion or any other action of the Licensee, the Licensee shall reimburse the Government for any costs, expenses, or fees, which the Government incurs as a result of such the motion or other action. PHS agrees to submit Upon the Licensee's payment of all costs incurred by the Government as a report to Licensee detailing these costs, expenses result of the Licensee's joinder motion or fees within sixty (60) days of their verification and approval by PHS. If Licensee elects not to defend against such declaratory judgment other action, PHS, at its option, may do so at its own expense. In all cases, these actions by the Licensee agrees to keep PHS reasonably apprised of shall not be considered a default in the status and progress performance of any litigation. Before Licensee commences an infringement action, Licensee shall notify PHS and give careful consideration to the views of PHS and to any potential effects of the litigation on the public health in deciding whether to bring suitmaterial obligation under this Agreement. 11.04 In any action under Paragraphs 11.02 or 11.03, the expenses including costs, fees, attorney fees, and disbursements, shall be paid by Licensee. The value of any recovery made by Licensee through court judgment or settlement shall be treated as Net Sales and subject to earned royalties. 11.05 PHS shall cooperate fully with Licensee in connection with any action under Paragraphs 11.02 or 11.03. PHS agrees promptly to provide access to all necessary documents and to render reasonable assistance in response to a request by Licensee.

INFRINGEMENT AND PATENT ENFORCEMENT. 11.01 PHS and Licensee LICENSEE agree to notify each other promptly of each infringement or possible infringement of the Licensed Patent RightsLICENSED PATENT RIGHTS, as well as any facts which may affect the validity, scope, or enforceability of the Licensed Patent Rights LICENSED PATENT RIGHTS of which either Party becomes aware. 11.02 Pursuant to this Agreement AGREEMENT and the provisions of Chapter 29 of title 35, United States Code, Licensee may: LICENSEE may a) bring suit in its own name, at its own expense, and on its own behalf for infringement of presumably valid claims in the Licensed Patent RightsLICENSED PATENT RIGHTS; b) in any such suit, enjoin infringement and collect for its use, damages, profits, and awards of whatever nature recoverable for such infringement; and c) settle any claim or suit for infringement of the Licensed Patent Rights LICENSED PATENT RIGHTS provided, however, that PHS and appropriate Government GOVERNMENT authorities shall have the first right to take such actions. If Licensee LICENSEE desires to initiate a suit for patent infringement, Licensee LICENSEE shall notify PHS in writing. If PHS does not notify Licensee LICENSEE of its intent to pursue legal action within ninety (90) days, Licensee shall LICENSEE will be free to initiate suit. PHS shall have a continuing right to intervene in such suit. Licensee LICENSEE shall take no action to compel the Government GOVERNMENT either to initiate or to join in any such suit for patent infringement. Licensee LICENSEE may request the Government GOVERNMENT to initiate or join in any such suit if necessary to avoid dismissal of the suit. Should the Government GOVERNMENT be made a party to any such suit, Licensee LICENSEE shall reimburse the Government GOVERNMENT for any costs, expenses, or fees which the Government GOVERNMENT incurs as a result of such motion or other action, including any and all costs incurred by the Government GOVERNMENT in opposing any such motion or other action. In all cases, Licensee LICENSEE agrees to keep PHS reasonably apprised of the status and progress of any litigation. Before Licensee LICENSEE commences an infringement action, Licensee LICENSEE shall notify PHS and give careful consideration to the views of PHS and to any potential effects of the litigation on the public health in deciding whether to bring suit. 11.03 In the event that a declaratory judgment action alleging invalidity or non non-infringement of any of the Licensed Patent Rights LICENSED PATENT RIGHTS shall be brought against Licensee LICENSEE or raised by way of counterclaim or affirmative defense in an infringement suit brought by Licensee LICENSEE under Paragraph 11.02, pursuant to this Agreement AGREEMENT and the provisions of Chapter 29 of Xxxxx 00, Xxxxxx Xxxxxx Code or other statutes, Licensee may: LICENSEE may a) defend the suit in its own name, at its own expense, and on its own behalf for presumably valid claims in the Licensed Patent RightsLICENSED PATENT RIGHTS; b) in any such suit, ultimately to enjoin infringement and to collect for its use, damages, profits, and awards of whatever nature recoverable for such infringement; and c) settle any claim or suit for declaratory judgment involving the Licensed Patent Rights LICENSED PATENT Rights-provided, however, that PHS and appropriate Government authorities shall have the first right to take such actions and shall have a continuing right to intervene in such suit. If PHS does not notify Licensee LICENSEE of its intent to respond to the legal action within a reasonable time, Licensee shall LICENSEE will be free to do so. Licensee shall take no action to compel the Government GOVERNMENT either to initiate or to join in any such declaratory judgment action. Licensee LICENSEE may request the Government GOVERNMENT to initiate or to join any such suit if necessary to avoid dismissal of the suit. Should the Government GOVERNMENT be made a party to any such suit by motion or any other action of LicenseeLICENSEE, Licensee LICENSEE shall reimburse the Government GOVERNMENT for any costs, expenses, or fees, fees which the Government GOVERNMENT incurs as a result of such motion or other action. PHS agrees to submit a report to Licensee detailing these costs, expenses or fees within sixty (60) days of their verification and approval by PHS. If Licensee LICENSEE elects not to defend against such declaratory judgment action, PHS, at its option, may do so at its own expense. In all cases, Licensee LICENSEE agrees to keep PHS reasonably apprised of the status and progress of any litigation. Before Licensee LICENSEE commences an infringement action, Licensee LICENSEE shall notify PHS and give careful consideration to the views of PHS and to any potential effects of the litigation on the public health in deciding whether to bring suit. 11.04 In any action under Paragraphs 11.02 or 11.03, the expenses including costs, fees, attorney fees, and disbursements, shall be paid by LicenseeLICENSEE. The value Up to twenty-five percent (25%) of such expenses may be credited against the royalties payable to PHS under Paragraph 6.03 under the LICENSED PATENT RIGHTS in the country in which such a suit is filed. In the event that twenty-five percent (25%) of such expenses exceed the amount of royalties payable by LICENSEE in any calendar year, the expenses in excess may be carried over as a credit on the same basis into succeeding calendar years. A credit against litigation expenses, however, may not reduce the royalties due in any calendar year to less than the minimum annual royalty. Any recovery made by Licensee LICENSEE, through court judgment or settlement settlement, first shall be treated applied to reimburse PHS for royalties withheld as Net Sales a credit against litigation expenses and subject then to earned royaltiesreimburse LICENSEE for its litigation expense. Any remaining recoveries shall be split with seventy-five (75%) going to Licensee and twenty-five percent (25%) going to PHS. 11.05 PHS shall cooperate fully with Licensee LICENSEE in connection with any action under Paragraphs 11.02 or 11.03. PHS agrees promptly to provide access to all necessary documents and to render reasonable assistance in response to a request by LicenseeLICENSEE.

INFRINGEMENT AND PATENT ENFORCEMENT. 11.01 PHS and Licensee agree to notify each other promptly of each infringement or possible infringement of the Licensed Patent Rights, as well as any facts which may affect the validity, scope, or enforceability of the Licensed Patent Rights of which either Party becomes aware. 11.02 Pursuant to this Agreement and the provisions of Chapter 29 of title 35, United States Code, Licensee may: a) bring suit in its own name, at its own expense, and on its own behalf for infringement of presumably valid claims in the Licensed Patent Rights; b) in any such suit, enjoin infringement and collect for its use, damages, profits, and awards of whatever nature recoverable for such infringement; and c) settle any claim or suit for infringement of the Licensed Patent Rights provided, however, that PHS and appropriate Government authorities shall have the first right to take such actions. If Licensee desires to initiate a suit for patent infringement, Licensee shall notify PHS in writing. If PHS does not notify Licensee of its intent to pursue legal action within ninety (90) days, Licensee shall will be free to initiate suit. PHS shall have a continuing right to intervene in such suit. Licensee shall take no action to compel the Government either to initiate or to join in any such suit for patent infringement. Licensee may request the Government to initiate or join in any such suit if necessary to avoid dismissal of the suit. Should the Government be made a party to any such suit, Licensee shall reimburse the Government for any costs, expenses, or fees which the Government incurs as a result of such motion or other action, including any and all costs incurred by the Government in opposing any such motion or other action. In all cases, Licensee agrees to keep PHS reasonably apprised of the status and progress of any litigation. Before Licensee licensee commences an infringement action, Licensee shall notify PHS and give careful consideration to the views of PHS and to any potential effects of the litigation on the public health in deciding whether to bring suit. 11.03 In the event that a declaratory judgment action alleging invalidity or non non-infringement of any of the Licensed Patent Rights shall be brought against Licensee or raised by way of counterclaim or affirmative defense in an infringement suit brought by Licensee under Paragraph 11.02, pursuant to this Agreement and the provisions of Chapter 29 of Xxxxx 00, Xxxxxx Xxxxxx Code or other statutes, Licensee may: a) defend the suit in its own name, at its own expense, and on its own behalf for presumably valid claims in the Licensed Patent Rights; b) in any such suit, ultimately to enjoin infringement and to collect for its use, damages, profits, and awards of whatever what ever nature recoverable for such infringement; and c) settle any claim or suit for declaratory judgment involving the Licensed Patent Rights Rights-provided, however, that PHS and appropriate Government authorities shall have the first right to take such actions and shall have a continuing right to intervene in such suit. If PHS does not notify Licensee of its intent to respond to the legal action within a reasonable time, Licensee shall will be free to do so. Licensee shall take no action to compel the Government either to initiate or to join in any such declaratory judgment action. Licensee may request the Government to initiate or to join any such suit if necessary to avoid dismissal of the suit. Should the Government be made a party to any such suit by motion or any other action of Licensee, Licensee shall reimburse the Government for any costs, expenses, or fees, fees which the Government incurs as a result of such motion or other action. PHS agrees to submit a report to Licensee detailing these costs, expenses or fees within sixty (60) days of their verification and approval by PHS. If Licensee elects not to defend against such declaratory judgment action, PHS, at its option, may do so at its own expense. In all cases, Licensee agrees to keep PHS reasonably apprised of the status and progress of any litigation. Before Licensee commences an infringement action, Licensee shall notify PHS and give careful consideration to the views of PHS and to any potential effects of the litigation on the public health in deciding whether to bring suit. 11.04 In any action under Paragraphs 11.02 or 11.03, the expenses including costs, fees, attorney fees, and disbursements, shall be paid by Licensee. The value of any recovery made by Licensee through court judgment or settlement shall be treated as Net Sales and subject to earned royalties. 11.05 PHS shall cooperate fully with Licensee in connection with any action under Paragraphs 11.02 or 11.03. PHS agrees promptly to provide access to all necessary documents and to render reasonable assistance in response to a request by Licensee.or

INFRINGEMENT AND PATENT ENFORCEMENT. 11.01 PHS 11.1 The NIH and the Licensee agree to notify each other promptly of each infringement or possible infringement of the Licensed Patent Rights, as well as as, any facts which may affect the validity, scope, or enforceability of the Licensed Patent Rights to the extent a party becomes aware of which either Party becomes awaresuch infringement or facts. 11.02 11.2 Pursuant to this Agreement and the provisions of Chapter 29 of title 3535 U.S.C. Part 29, United States Code, the Licensee may: : (a) bring suit in its own name, at its own expense, and on its own behalf for infringement of presumably valid claims in the Licensed Patent Rights; A-276-2014 NIH Patent License Agreement - Exclusive Page 13 [Kite Pharma, Inc.] [September 28, 2015] (b) in any such suit, enjoin infringement and collect for its use, damages, profits, and awards of whatever nature recoverable for such the infringement; and or (c) settle any claim or suit for infringement of the Licensed Patent Rights provided, however, that PHS the NIH and appropriate Government authorities shall have the first right to take such actions. ; and (d) If the Licensee desires to initiate a suit for patent infringement, the Licensee shall notify PHS the NIH in writing. If PHS the NIH does not notify the Licensee of its intent to pursue legal action within ninety (90) days[*…***…], the Licensee shall be free to initiate suit. PHS The NIH shall have a continuing right to intervene in such suitthe suit at its own expense. The Licensee shall take no action to compel the Government either to initiate or to join in any such suit for patent infringement; provided, however, that the Government will participate in the suit if, and only if, required for legal standing purposes. The Licensee may request the Government to initiate or join in any such suit if necessary to avoid dismissal of the suit. Should the Government be made a party to any such suitsuit brought by the Licensee, the Licensee shall reimburse the Government for any costs, expenses, or fees which the Government incurs as a result of such the motion or other action, including any and all costs incurred by the Government in opposing any such the motion or other action. In all cases, the Licensee agrees to keep PHS the NIH reasonably apprised of the status and progress of any litigation. Before the Licensee commences an infringement action, the Licensee shall notify PHS the NIH and give careful consideration to the views of PHS the NIH and to any potential effects of the litigation on the public health in deciding whether to bring suit. 11.03 11.3 In the event that a declaratory judgment action alleging invalidity or non infringement non‑infringement of any of the Licensed Patent Rights shall be brought against the Licensee or raised by way of counterclaim or affirmative defense in an infringement suit brought by the Licensee under Paragraph 11.0211.2, pursuant to this Agreement and the provisions of Chapter 35 U.S.C. Part 29 of Xxxxx 00, Xxxxxx Xxxxxx Code or other statutes, the Licensee may: : (a) defend the suit in its own name, at its own expense, and on its own behalf for presumably valid claims in the Licensed Patent Rights; ; (b) in any such suit, ultimately to enjoin infringement and to collect for its use, damages, profits, and awards of whatever nature recoverable for such the infringement; and and (c) settle any claim or suit for declaratory judgment involving the Licensed Patent Rights provided, however, that PHS the NIH and appropriate Government authorities shall have the first right to take such actions and shall have a continuing right to intervene in such suit. the suit at its own expense; and * ***Confidential Treatment Requested A-276-2014 NIH Patent License Agreement - Exclusive Page 14 [Kite Pharma, Inc.] [September 28, 2015] (d) If PHS the NIH does not notify the Licensee of its intent to respond to the legal action within a reasonable time, the Licensee shall be free to do so. The Licensee shall take no action to compel the Government either to initiate or to join in any such declaratory judgment action. The Licensee may request the Government to initiate or to join any such suit if necessary to avoid dismissal of the suit. Should the Government be made a party to any such suit by motion or any other action of brought by the Licensee, the Licensee shall reimburse the Government for any costs, expenses, or fees, which the Government incurs as a result of such the motion or other action. PHS agrees to submit a report to Licensee detailing these costs, expenses or fees within sixty (60) days of their verification and approval by PHS. If the Licensee elects not to defend against such the declaratory judgment action, PHSthe NIH, at its option, may do so at its own expense. In all cases, the Licensee agrees to keep PHS the NIH reasonably apprised of the status and progress of any litigation. Before the Licensee commences an infringement action, the Licensee shall notify PHS the NIH and give careful consideration to the views of PHS the NIH and to any potential effects of the litigation on the public health in deciding whether to bring suit. 11.04 In 11.4 Except as otherwise set forth above, in any action under Paragraphs 11.02 11.2 or 11.03, 11.3 the expenses including costs, fees, attorney fees, and disbursements, shall be paid by the Licensee. The value of any recovery made by the Licensee through court judgment or settlement settlement, after first reimbursing the Licensee for such expenses paid by the Licensee, shall be treated as Net Sales and subject to earned royalties. 11.05 PHS 11.5 The NIH shall cooperate fully with the Licensee in connection with any action under Paragraphs 11.02 11.2 or 11.03. PHS agrees promptly to provide access to all necessary documents and to render reasonable assistance in response to a request by Licensee11.

INFRINGEMENT AND PATENT ENFORCEMENT. 11.01 PHS 11.1 The NIAID and the Licensee agree to notify each other promptly of each infringement or possible infringement of the Licensed Patent Rights, as well as as, any facts which may affect the validity, scope, or enforceability of the Licensed Patent Rights of which either Party party becomes aware. 11.02 11.2 Pursuant to this Agreement and the provisions of 35 U.S.C. Chapter 29 of title 3529, United States Code, the Licensee may: : (a) bring suit in its own name, at its own expense, and on its own behalf for infringement of presumably valid claims in the Licensed Patent Rights; ; (b) in any such suit, enjoin infringement and collect for its use, damages, profits, and awards of whatever nature recoverable for such the infringement; and or (c) settle any claim or suit for infringement of the Licensed Patent Rights provided, however, that PHS the NIAID and appropriate Government authorities shall have appropriate (d) if the first right to take such actions. If Licensee desires to initiate a suit for patent infringement, the Licensee shall notify PHS the NIAID in writingwriting [***]. If PHS does not notify Licensee of its intent to pursue legal action within ninety (90) days, Licensee shall be free to initiate suit. PHS The NIAID shall have a continuing right to intervene in such the suit. Licensee shall take no action to compel the Government either to initiate or to join in any such suit for patent infringement. The Licensee may request the Government to initiate or join in any such suit if necessary to avoid dismissal of the suit. Should the Government be made a party to any such suit, the Licensee shall reimburse the Government for any costs, expenses, or fees which the Government incurs as a result of such the motion or other action, including any and all costs incurred by the Government in opposing any such the motion or other action. In all cases, the Licensee agrees to keep PHS the NIAID reasonably apprised of the status and progress of any litigation. Before the Licensee commences an infringement action, the Licensee shall notify PHS the NIAID and give careful consideration to the views of PHS the NIAID and to any potential effects of the litigation on the public health in deciding whether to bring suit. 11.03 11.3 In the event that a declaratory judgment action alleging invalidity or non non-infringement of any of the Licensed Patent Rights shall be brought against the Licensee or raised by way of counterclaim or affirmative defense in an infringement suit brought by the Licensee under Paragraph 11.0211.2, pursuant to this Agreement and the provisions of 35 U.S.C. Chapter 29 of Xxxxx 00, Xxxxxx Xxxxxx Code or other statutes, the Licensee may: : (a) defend the suit in its own name, at its own expense, and on its own behalf for presumably valid claims in the Licensed Patent Rights; ; (b) in any such suit, ultimately to enjoin infringement and to collect for its use, damages, profits, and awards of whatever nature recoverable for such the infringement; and ; (c) settle any claim or suit for declaratory judgment involving the Licensed Patent Rights Rights-provided, however, that PHS the NIAID and appropriate Government authorities shall have the first right be consulted prior to take any such actions and shall have a continuing right to intervene in such the suit. If PHS ; and if NIAID does not notify the Licensee of its intent to respond to the legal action within a reasonable time, the Licensee shall be free to do so. . 11.4 The Licensee shall take no action to compel the Government either to initiate or to join in any such declaratory judgment action. The Licensee may request the Government to initiate or to join any such suit if necessary to avoid dismissal of the suit. Should the Government be made a party to any such suit by motion or any other action of the Licensee, the Licensee shall reimburse the Government for any costs, expenses, or fees, which the Government incurs as a result of such the motion or other action. PHS agrees to submit a report to Licensee detailing these costs, expenses or fees within sixty (60) days of their verification and approval by PHS. If the Licensee elects not to defend against such the declaratory judgment action, PHSthe NIAID, at its option, may do so at its own expense. In all cases, the Licensee agrees to keep PHS the NIAID reasonably apprised of the status and progress of any litigation. Before the Licensee commences an infringement action, the Licensee shall notify PHS the NIAID and give careful consideration to [***] the views of PHS the NIAID and to any potential effects of the litigation on the public health in deciding whether to bring suit. 11.04 11.5 In any action under Paragraphs 11.02 11.2, 11.3 or 11.03, 11.4 the expenses including costs, fees, attorney fees, and disbursements, shall be paid by the Licensee. The value of any recovery made by the Licensee through court judgment or settlement shall be treated as Net Sales and subject to earned royalties.royalties as specified in Appendix C. 11.05 PHS 11.6 The NIAID shall cooperate fully with the Licensee in connection with any action under Paragraphs 11.02 11.2, 11.3 or 11.03. PHS agrees promptly to provide access to all necessary documents and to render reasonable assistance in response to a request by Licensee11.

INFRINGEMENT AND PATENT ENFORCEMENT. 11.01 PHS and Licensee LICENSEE agree to notify each other promptly of each infringement or possible infringement of the Licensed Patent RightsLICENSED PATENT RIGHTS, as well as any facts which may affect the validity, scope, or enforceability of the Licensed Patent Rights LICENSED PATENT RIGHTS of which either Party becomes aware. 11.02 Pursuant to this Agreement AGREEMENT and the provisions of Chapter 29 of title 35, United States Code, Licensee may: LICENSEE may a) bring suit in its own name, at its own expense, and on its own behalf for infringement of presumably valid claims in the Licensed Patent RightsLICENSED PATENT RIGHTS; b) in any such suit, enjoin infringement and collect for its use, damages, profits, and awards of whatever nature recoverable for such infringement; and c) settle any claim or suit for infringement of the Licensed Patent Rights LICENSED PATENT RIGHTS provided, however, that PHS and appropriate Government GOVERNMENT authorities shall have the first right to take such actions. If Licensee LICENSEE desires to initiate a suit for patent infringement, Licensee LICENSEE shall notify PHS in writing. If PHS does not notify Licensee LICENSEE of its intent to pursue legal action within ninety (90) days, Licensee shall LICENSEE will be free to initiate suit. PHS shall have a continuing right to intervene in such suit. Licensee LICENSEE shall take no action to compel the Government GOVERNMENT either to initiate or to join in any such suit for patent infringement. Licensee LICENSEE may request the Government GOVERNMENT to initiate or join in any such suit if necessary to avoid dismissal of the suit. Should the Government GOVERNMENT be made a party to any such suit, Licensee LICENSEE shall reimburse the Government GOVERNMENT for any costs, expenses, or fees which the Government GOVERNMENT incurs as a result of such motion or other action, including any and all costs incurred by the Government GOVERNMENT in opposing any such motion or other action. In all cases, Licensee LICENSEE agrees to keep PHS reasonably apprised of the status and progress of any litigation. Before Licensee LICENSEE commences an infringement action, Licensee LICENSEE shall notify PHS and give careful consideration to the views of PHS and to any potential effects of the litigation on the public health in deciding whether to bring suit. 11.03 In the event that a declaratory judgment action alleging invalidity or non non-infringement of any of the Licensed Patent Rights LICENSED PATENT RIGHTS shall be brought against Licensee LICENSEE or raised by way of counterclaim or affirmative defense in an infringement suit brought by Licensee LICENSEE under Paragraph 11.02, pursuant to this Agreement AGREEMENT and the provisions of Chapter 29 of Xxxxx Titlx 00, Xxxxxx Xxxxxx Code Xxxe or other statutes, Licensee may: LICENSEE may a) defend the suit in its own name, at its own expense, and on its own behalf for presumably valid claims in the Licensed Patent RightsLICENSED PATENT RIGHTS; b) in any such suit, ultimately to enjoin infringement and to collect for its use, damages, profits, and awards of whatever nature recoverable for such infringement; and c) settle any claim or suit for declaratory judgment involving the Licensed Patent Rights LICENSED PATENT Rights-provided, however, that PHS and appropriate Government authorities shall have the first right to take such actions and shall have a continuing right to intervene in such suit. If PHS does not notify Licensee LICENSEE of its intent to respond to the legal action within a reasonable time, Licensee shall LICENSEE will be free to do so. Licensee shall take no action to compel the Government GOVERNMENT either to initiate or to join in any such declaratory judgment action. Licensee LICENSEE may request the Government GOVERNMENT to initiate or to join any such suit if necessary to avoid dismissal of the suit. Should the Government GOVERNMENT be made a party to any such suit by motion or any other action of LicenseeLICENSEE, Licensee LICENSEE shall reimburse the Government GOVERNMENT for any costs, expenses, or fees, fees which the Government GOVERNMENT incurs as a result of such motion or other action. PHS agrees to submit a report to Licensee detailing these costs, expenses or fees within sixty (60) days of their verification and approval by PHS. If Licensee LICENSEE elects not to defend against such declaratory judgment action, PHS, at its option, may do so at its own expense. In all cases, Licensee LICENSEE agrees to keep PHS reasonably apprised of the status and progress of any litigation. Before Licensee LICENSEE commences an infringement action, Licensee LICENSEE shall notify PHS and give careful consideration to the views of PHS and to any potential effects of the litigation on the public health in deciding whether to bring suit. 11.04 In any action under Paragraphs 11.02 or 11.03, the expenses including costs, fees, attorney fees, and disbursements, shall be paid by LicenseeLICENSEE. The value Up to twenty-five percent (25%) of such expenses may be credited against the royalties payable to PHS under Paragraph 6.03 under the LICENSED PATENT RIGHTS in the country in which such a suit is filed. In the event that twenty-five percent (25%) of such expenses exceed the amount of royalties payable by LICENSEE in any calendar year, the expenses in excess may be carried over as a credit on the same basis into succeeding calendar years. A credit against litigation expenses, however, may not reduce the royalties due in any calendar year to less than the minimum annual royalty. Any recovery made by Licensee LICENSEE, through court judgment or settlement settlement, first shall be treated applied to reimburse PHS for royalties withheld as Net Sales a credit against litigation expenses and subject then to earned royaltiesreimburse LICENSEE for its litigation expense. Any remaining recoveries shall be split with seventy-five (75%) going to Licensee and twenty-five percent (25%) going to PHS. 11.05 PHS shall cooperate fully with Licensee LICENSEE in connection with any action under Paragraphs 11.02 or 11.03. PHS agrees promptly to provide access to all necessary documents and to render reasonable assistance in response to a request by LicenseeLICENSEE.

INFRINGEMENT AND PATENT ENFORCEMENT. 11.01 PHS The NIH and the Licensee agree to notify each other promptly of each infringement or possible infringement of the Licensed Patent Rights, as well as as, any facts which may affect the validity, scope, or enforceability of the Licensed Patent Rights of which either Party party becomes aware. 11.02 . Pursuant to this Agreement and the provisions of 35 U.S.C. Chapter 29 of title 3529, United States Code, the Licensee may: a) bring suit in its own name, at its own expense, and on its own behalf for infringement of presumably valid claims in the Licensed Patent Rights; b) in any such suit, enjoin infringement and collect for its use, damages, profits, and awards of whatever nature recoverable for such the infringement; and c) or settle any claim or suit for infringement of the Licensed Patent Rights provided, however, that PHS the NIH and appropriate Government authorities shall have the first right to take such actions. If ; and if the Licensee desires to initiate a suit for patent infringement, the Licensee shall notify PHS the NIH in writing. If PHS the NIH does not notify the Licensee of its intent to pursue legal action within ninety (90) days, the Licensee shall be free to initiate suit. PHS The NIH shall have a continuing right to intervene in such the suit. The Licensee shall take no action to compel the Government either to initiate or to join in any such suit for patent infringement. The Licensee may request the Government to initiate or join in any such suit if necessary to avoid dismissal of the suit. Should the Government be made a party to any such suit, the Licensee shall reimburse the Government for any costs, expenses, or fees which the Government incurs as a result of such the motion or other action, including any and all costs incurred by the Government in opposing any such the motion or other action. In all cases, the Licensee agrees to keep PHS the NIH reasonably apprised of the status and progress of any litigation. Before the Licensee commences an infringement action, the Licensee shall notify PHS the NIH and give careful consideration to the views of PHS the NIH and to any potential effects of the litigation on the public health in deciding whether to bring suit. 11.03 . In the event that a declaratory judgment action alleging invalidity or non infringement non‑infringement of any of the Licensed Patent Rights shall be brought against the Licensee or raised by way of counterclaim or affirmative defense in an infringement suit brought by the Licensee under Paragraph 11.0211.2, pursuant to this Agreement and the provisions of Chapter 35 U.S.C. Part 29 of Xxxxx 00, Xxxxxx Xxxxxx Code or other statutes, the Licensee may: a) defend the suit in its own name, at its own expense, and on its own behalf for presumably valid claims in the Licensed Patent Rights; b) in any such suit, ultimately to enjoin infringement and to collect for its use, damages, profits, and awards of whatever nature recoverable for such the infringement; and c) settle any claim or suit for declaratory judgment involving the Licensed Patent Rights Rights-provided, however, that PHS the NIH and appropriate Government authorities shall have the first right to take such these actions and shall have a continuing right to intervene in such the suit. If PHS ; and if the NIH does not notify the Licensee of its intent to respond to the legal action within a reasonable time, the Licensee shall be free to do so. The Licensee shall take no action to compel the Government either to initiate or to join in any such declaratory judgment action. The Licensee may request the Government to initiate or to join any such suit if necessary to avoid dismissal of the suit. Should the Government be made a party to any such suit by motion or any other action of the Licensee, the Licensee shall reimburse the Government for any costs, expenses, or fees, which the Government incurs as a result of such the motion or other action. PHS agrees to submit a report to Licensee detailing these costs, expenses or fees within sixty (60) days of their verification and approval by PHS. If the Licensee elects not to defend against such the declaratory judgment action, PHSthe NIH, at its option, may do so at its own expense. In all cases, the Licensee agrees to keep PHS the NIH reasonably apprised of the status and progress of any litigation. Before the Licensee commences an infringement action, the Licensee shall notify PHS the NIH and give careful consideration to the views of PHS the NIH and to any potential effects of the litigation on the public health in deciding whether to bring suit. 11.04 . In any action under Paragraphs 11.02 11.2 or 11.03, 11.3 the expenses including costs, fees, attorney fees, and disbursements, shall be paid by the Licensee. The value of any recovery made by the Licensee through court judgment or settlement shall be treated as Net Sales and subject to earned royalties. 11.05 PHS shall cooperate fully with Licensee in connection with any action under Paragraphs 11.02 or 11.03. PHS agrees promptly to provide access to all necessary documents and to render reasonable assistance in response to a request by Licensee.

INFRINGEMENT AND PATENT ENFORCEMENT. 11.01 PHS 11.1 The IC and the Licensee agree to notify each other promptly of each infringement or possible infringement of the Licensed Patent Rights, as well as as, any facts which may affect the validity, scope, or enforceability of the Licensed Patent Rights of which either Party party becomes aware. 11.02 11.2 Pursuant to this Agreement and the provisions of 35 U.S.C. Chapter 29 of title 3529, United States Code, the Licensee may: : (a) bring suit in its own name, at its own expense, and on its own behalf for infringement of presumably valid claims in the Licensed Patent Rights; ; (b) in any such suit, enjoin infringement and collect for its use, damages, profits, and awards of whatever nature recoverable for such the infringement; and or A-034-2016 NIH Patent License Agreement—Exclusive PORTIONS OF THIS EXHIBIT HAVE BEEN REDACTED AND ARE SUBJECT TO A CONFIDENTIAL INFORMATION REQUEST FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION. (c) settle any claim or suit for infringement made by Licensee of the Licensed Patent Rights provided, however, that PHS the IC and appropriate Government authorities shall have the first right to take such actions. If actions at their own expense; and (d) if the Licensee desires to initiate a suit for patent infringement, the Licensee shall notify PHS the IC in writing. If PHS the IC does not notify the Licensee of its intent to pursue legal action within ninety (90) days, the Licensee shall be free to initiate suit. PHS The IC shall have a continuing right to intervene in such the suit. The Licensee shall take no action to compel the Government either to initiate or to join in any such suit for patent infringement. The Licensee may request the Government to initiate or join in any such suit if necessary to avoid dismissal of the suit. Should the Government be made a party to any such suitsuit in case the Licensee requested Government to join, the Licensee shall reimburse the Government for any costs, expenses, or fees which the Government incurs as a result of such the motion or other action, including any and all costs incurred by the Government in opposing any such the motion or other action. In all cases, the Licensee agrees to keep PHS the IC reasonably apprised of the status and progress of any litigation. Before the Licensee commences an infringement action, the Licensee shall notify PHS the IC and give careful consideration to the views of PHS the IC and to any potential effects of the litigation on the public health in deciding whether to bring suit. 11.03 11.3 In the event that a declaratory judgment action alleging invalidity or non non-infringement of any of the Licensed Patent Rights shall be brought against the Licensee or raised by way of counterclaim or affirmative defense in an infringement suit brought by the Licensee under Paragraph 11.0211.2, pursuant to this Agreement and the provisions of 35 U.S.C. Chapter 29 of Xxxxx 00, Xxxxxx Xxxxxx Code or other statutes, the Licensee may: : (a) defend the suit in its own name, at its own expense, and on its own behalf for presumably valid claims in the Licensed Patent Rights; ; (b) in any such suit, ultimately to enjoin infringement and to collect for its use, damages, profits, and awards of whatever nature recoverable for such the infringement; and and (c) settle any claim or suit for declaratory judgment involving the Licensed Patent Rights Rights-provided, however, that PHS the IC and appropriate Government authorities shall have the first right to take such these actions and shall have a continuing right to intervene in such suit. If PHS the suit at their own expense; and A-034-2016 NIH Patent License Agreement—Exclusive PORTIONS OF THIS EXHIBIT HAVE BEEN REDACTED AND ARE SUBJECT TO A CONFIDENTIAL INFORMATION REQUEST FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION. (d) if the IC does not notify the Licensee of its intent to respond to the legal action within a reasonable time, the Licensee shall be free to do so. The Licensee shall take no action to compel the Government either to initiate or to join in any such declaratory judgment action. The Licensee may request the Government to initiate or to join any such suit if necessary to avoid dismissal of the suit. Should the Government be made a party to any such suit by motion or any other action of the Licensee, the Licensee shall reimburse the Government for any costs, expenses, or fees, which the Government incurs as a result of such the motion or other action. PHS agrees to submit a report to Licensee detailing these costs, expenses or fees within sixty (60) days of their verification and approval by PHS. If the Licensee elects not to defend against such the declaratory judgment action, PHSthe IC, at its option, may do so at its own expense. In all cases, the Licensee agrees to keep PHS the IC reasonably apprised of the status and progress of any litigation. Before the Licensee commences an infringement action, the Licensee shall notify PHS the IC and give careful consideration to the views of PHS the IC and to any potential effects of the litigation on the public health in deciding whether to bring suit. 11.04 11.4 In any action under Paragraphs 11.02 11.2 or 11.03, 11.3 the expenses including costs, fees, attorney fees, and disbursements, shall be paid by the Licensee. The value of any recovery made actually received by the Licensee through court judgment or settlement (less attorney’s fees, expenses, taxes and other deductions) shall be treated as Net Sales and subject to earned royalties. 11.05 PHS 11.5 The IC shall cooperate fully with the Licensee in connection with any action under Paragraphs 11.02 11.2 or 11.03. PHS agrees promptly to provide access to all necessary documents and to render reasonable assistance in response to a request by Licensee11.

INFRINGEMENT AND PATENT ENFORCEMENT. 11.01 PHS OHSU and Licensee agree to notify each other promptly of each infringement or possible infringement of the Licensed Patent Rightsinfringement, as well as any facts which may affect the validity, scope, or enforceability of the Licensed Patent Rights of which either Party party becomes aware. 11.02 Pursuant to this Agreement and the provisions of Chapter 29 of title Title 35, United States Code, Licensee may: may (a) bring suit in its own name, at its own expense, and on its own behalf for infringement of presumably valid claims in the Licensed Patent Rights; (b) in any such suit, enjoin infringement and collect for its use, damages, profits, and awards of whatever nature recoverable for such infringement; and (c) settle any claim or suit for infringement of the Licensed Patent Rights Rights; provided, however, that PHS and appropriate Government authorities OHSU shall have the first right to take such actions. If Licensee desires to initiate a suit for patent infringement, Licensee shall notify PHS in writing. If PHS does not notify Licensee of its intent to pursue legal action within ninety (90) days, Licensee shall be free to initiate suit. PHS actions and shall have a continuing right to intervene in such suit. Licensee shall take no action to compel the Government compel. OHSU either to initiate or to join in any such suit for patent infringement. Licensee may request the Government OHSU to initiate or join in any such suit if necessary to avoid dismissal of the suit. Should the Government OHSU be made a party to any such suit, Licensee shall reimburse the Government OHSU for any costs, expenses, or fees which the Government OHSU incurs as a result of such motion or other action, including any and all costs incurred by the Government OHSU in opposing any such motion or other action. Upon Licensee’s payment of all costs incurred by OHSU as a result of Licensee’s joinder motion or other action, these actions by Licensee will not be considered a default in the performance of any material obligation under this Agreement. In all cases, Licensee Licensee, agrees to keep PHS OHSU reasonably apprised of the status and progress of any litigation. Before Licensee commences an infringement action, Licensee shall notify PHS OHSU and give careful consideration to the views of PHS and to any potential effects of the litigation on the public health OHSU in deciding whether to bring suit. 11.03 In the event that a declaratory judgment any infringement action alleging invalidity or non infringement of any of the Licensed Patent Rights shall be brought against Licensee or raised by way of counterclaim or affirmative defense in an infringement suit brought by Licensee commenced under Paragraph 11.02, pursuant to this Agreement and the provisions of Chapter 29 of Xxxxx 00, Xxxxxx Xxxxxx Code or other statutes, Licensee may: a) defend the suit in its own name, at its own expense, and on its own behalf for presumably valid claims in the Licensed Patent Rights; b) in any such suit, ultimately to enjoin infringement and to collect for its use, damages, profits, and awards of whatever nature recoverable for such infringement; and c) settle any claim or suit for declaratory judgment involving the Licensed Patent Rights provided, however, that PHS and appropriate Government authorities shall have the first right to take such actions and shall have a continuing right to intervene in such suit. If PHS does not notify Licensee of its intent to respond to the legal action within a reasonable time, Licensee shall be free to do so. Licensee shall take no action to compel the Government either to initiate or to join in any such declaratory judgment action. Licensee may request the Government to initiate or to join any such suit if necessary to avoid dismissal of the suit. Should the Government be made a party to any such suit by motion or any other action of Licensee, Licensee shall reimburse the Government for any costs, expenses, or fees, which the Government incurs as a result of such motion or other action. PHS agrees to submit a report to Licensee detailing these costs, expenses or fees within sixty (60) days of their verification and approval by PHS. If Licensee elects not to defend against such declaratory judgment action, PHS, at its option, may do so at its own expense. In all cases, Licensee agrees to keep PHS reasonably apprised of the status and progress of any litigation. Before Licensee commences an infringement action, Licensee shall notify PHS and give careful consideration to the views of PHS and to any potential effects of the litigation on the public health in deciding whether to bring suit. 11.04 In any action under Paragraphs 11.02 or 11.03, the expenses including costs, fees, attorney fees, and disbursements, shall be paid by Licensee. The value Up to [*] percent ([*]%) of such expenses may be credited against the royalties payable to OHSU under Paragraph 6.02 under the Licensed Patent Rights in the country in which such a suit is filed. In the event that [*] percent ([*]%) of such expenses exceed the amount of royalties payable by Licensee in any calendar year, the expenses in excess may be carried over as a credit on the same basis into succeeding calendar years. Any recovery made by Licensee Licensee, through court judgment or settlement settlement, first shall be treated applied to reimburse OHSU for royalties withheld as Net Sales a credit against litigation expenses and subject then to earned royaltiesreimburse Licensee for its litigation expense. Any remaining recoveries shall be shared equally by Licensee and OHSU. 11.05 PHS 11.04 OHSU shall cooperate fully with Licensee in connection with any an infringement action initiated under Paragraphs 11.02 or 11.03. PHS agrees promptly to provide access to all necessary documents and to render reasonable assistance in response to a request by LicenseeParagraph 11.

INFRINGEMENT AND PATENT ENFORCEMENT. 11.01 PHS 11.1 The IC and the Licensee agree to notify each other promptly of each infringement or possible infringement of the Licensed Patent Rights, as well as as, any facts which may affect the validity, scope, or enforceability of the Licensed Patent Rights of which either Party party becomes aware. 11.02 11.2 Pursuant to this Agreement and the provisions of 35 U.S.C. Chapter 29 of title 3529, United States Code, the Licensee may: a) : a. bring suit in its own name, at its own expense, and on its own behalf for infringement of presumably valid claims in the Licensed Patent Rights; b) [***] 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. A-035-2017 NIH Patent License Agreement--Exclusive Model 10-2015 [Final] [Selecta Biosciences] [3 April 2017] b. in any such suit, enjoin infringement and collect for its use, damages, profits, and awards of whatever nature recoverable for such the infringement; and c) settle or x. xxxxxx any claim or suit for infringement of the Licensed Patent Rights provided, however, that PHS and appropriate Government authorities shall have [***]; and d. if the first right to take such actions. If Licensee desires to initiate a suit for patent infringement, the Licensee shall notify PHS the IC in writing. If PHS the IC does not notify the Licensee of its intent to pursue legal action within ninety (90) days[***], the Licensee shall be free to initiate suit. PHS The IC shall have a continuing right to intervene in such the suit. The Licensee shall take no action to compel the Government either to initiate or to join in any such suit for patent infringement. The Licensee may request the Government to initiate or join in any such suit if necessary to avoid dismissal of the suit. Should the Government be made a party to any such suit, the Licensee shall reimburse the Government for any costs, expenses, or fees which the Government incurs as a result of such motion or other action, including any and all costs incurred by the Government in opposing any such motion or other action[***]. In all cases, the Licensee agrees to keep PHS the IC reasonably apprised of the status and progress of any litigation. Before the Licensee commences an infringement action, the Licensee shall notify PHS the IC and give careful consideration to the views of PHS and to any potential effects of the litigation on the public health in deciding whether to bring suit[***]. 11.03 11.3 In the event that a declaratory judgment action alleging invalidity or non infringement non‑infringement of any of the Licensed Patent Rights shall be brought against the Licensee or raised by way of counterclaim or affirmative defense in an infringement suit brought by the Licensee under Paragraph 11.0211.2, pursuant to this Agreement and the provisions of 35 U.S.C. Chapter 29 of Xxxxx 00, Xxxxxx Xxxxxx Code or other statutes, the Licensee may: a) : a. defend the suit in its own name, at its own expense, and on its own behalf for presumably valid claims in the Licensed Patent Rights; b) ; b. in any such suit, ultimately to enjoin infringement and to collect for its use, damages, profits, and awards of whatever nature recoverable for such the infringement; and c) settle and x. xxxxxx any claim or suit for declaratory judgment involving the Licensed Patent Rights provided, however, that PHS and appropriate Government authorities shall have the first right to take such actions Rights-[***] and shall have a continuing right to intervene in such the suit. If PHS ; and d. if the IC does not notify the Licensee of its intent to respond to the legal action within a reasonable time[***], the Licensee shall be free to do so. The Licensee shall take no action to compel the Government either to initiate or to join in any such declaratory judgment action. The Licensee may request the Government to initiate or to join any such suit if necessary to avoid dismissal of the suit. Should the Government be made a party to any such suit by motion or any other action of the Licensee, the Licensee shall reimburse the Government for any costs, expenses, or fees, which the Government incurs as a result of such motion or other action. PHS agrees to submit a report to Licensee detailing these costs, expenses or fees within sixty (60) days of their verification and approval by PHS[***]. If the Licensee elects not to defend against such the declaratory judgment action, PHSthe IC, at its option, may do so at its own expense. In all cases, the Licensee agrees to keep PHS the IC reasonably apprised of the status and progress of any litigation. Before the Licensee commences an infringement action, the Licensee shall notify PHS the IC and give careful consideration to the views of PHS and to any potential effects of the litigation on the public health in deciding whether to bring suit[***]. 11.04 11.4 In any action under Paragraphs 11.02 11.2 or 11.03, the expenses including costs, fees, attorney fees, and disbursements, shall be paid by Licensee11.3 [***]. The value of any recovery made by the Licensee through court judgment or settlement shall be treated as Net Sales and subject to earned royaltiesshall, [***]. 11.05 PHS 11.5 The IC shall cooperate fully with the Licensee in connection with any action under Paragraphs 11.02 11.2 or 11.03. PHS agrees promptly to provide access to all necessary documents and to render reasonable assistance in response to a request by Licensee11.

INFRINGEMENT AND PATENT ENFORCEMENT. 11.01 PHS 11.1 The NIH and the Licensee agree to notify each other promptly of each infringement or possible infringement of the Licensed Patent Rights, as well as as, any facts which may affect the validity, scope, or enforceability of the Licensed Patent Rights of which either Party party becomes aware. 11.02 11.2 Pursuant to this Agreement and the provisions of 35 U.S.C. Chapter 29 of title 3529, United States Code, the Licensee may: : (a) bring suit in its own name, at its own expense, and on its own behalf for infringement of presumably valid claims in the Licensed Patent Rights; ; (b) in any such suit, enjoin infringement and collect for its use, damages, profits, and awards of whatever nature recoverable for such the infringement; and or (c) settle any claim or suit for infringement of the Licensed Patent Rights provided, however, that PHS the NIH and appropriate Government authorities shall have the first right to take such actions. If ; and (d) if the Licensee desires to initiate a suit for patent infringement, the Licensee shall notify PHS the NIH in writing. If PHS the NIH does not notify the Licensee of its intent to pursue legal action within ninety (90) days, the Licensee shall be free to initiate suit. PHS The NIH shall have a continuing right to intervene in such the suit. The Licensee shall take no action to compel the Government either to initiate or to join in any such suit for patent infringement. The Licensee may request the Government to initiate or join in any such suit if necessary to avoid dismissal of the suit. Should the Government be made a party to any such suit, the Licensee shall reimburse the Government for any costs, expenses, or fees which the Government incurs as a result of such the motion or other action, including any and all costs incurred by the Government in opposing any such the motion or other action. In all cases, the Licensee agrees to keep PHS the NIH reasonably apprised of the status and progress of any litigation. Before the Licensee commences an infringement action, the Licensee shall notify PHS the NIH and give careful consideration to the views of PHS the NIH and to any potential effects of the litigation on the public health in deciding whether to bring suit.. NIH Patent License Agreement--Exclusive Model 10-2005 (updated 8-2012) Page 11 of 28 Final Lion Biotechnologies, Inc. February 2, 2015 11.03 11.3 In the event that a declaratory judgment action alleging invalidity or non non-infringement of any of the Licensed Patent Rights shall be brought against the Licensee or raised by way of counterclaim or affirmative defense in an infringement suit brought by the Licensee under Paragraph 11.0211.2, pursuant to this Agreement and the provisions of Chapter 35 U.S.C. Part 29 of Xxxxx 00, Xxxxxx Xxxxxx Code or other statutes, the Licensee may: : (a) defend the suit in its own name, at its own expense, and on its own behalf for presumably valid claims in the Licensed Patent Rights; ; (b) in any such suit, ultimately to enjoin infringement and to collect for its use, damages, profits, and awards of whatever nature recoverable for such the infringement; and and (c) settle any claim or suit for declaratory judgment involving the Licensed Patent Rights Rights-provided, however, that PHS the NIH and appropriate Government authorities shall have the first right to take such these actions and shall have a continuing right to intervene in such the suit. If PHS ; and (d) if the NIH does not notify the Licensee of its intent to respond to the legal action within a reasonable time, the Licensee shall be free to do so. The Licensee shall take no action to compel the Government either to initiate or to join in any such declaratory judgment action. The Licensee may request the Government to initiate or to join any such suit if necessary to avoid dismissal of the suit. Should the Government be made a party to any such suit by motion or any other action of the Licensee, the Licensee shall reimburse the Government for any costs, expenses, or fees, which the Government incurs as a result of such the motion or other action. PHS agrees to submit a report to Licensee detailing these costs, expenses or fees within sixty (60) days of their verification and approval by PHS. If the Licensee elects not to defend against such the declaratory judgment action, PHSthe NIH, at its option, may do so at its own expense. In all cases, the Licensee agrees to keep PHS the NIH reasonably apprised of the status and progress of any litigation. Before the Licensee commences an infringement action, the Licensee shall notify PHS the NIH and give careful consideration to the views of PHS the NIH and to any potential effects of the litigation on the public health in deciding whether to bring suit. 11.04 11.4 In any action under Paragraphs 11.02 11.2 or 11.03, 11.3 the expenses including costs, fees, attorney fees, and disbursements, shall be paid by the Licensee. The value of any recovery made by the Licensee through court judgment or settlement actually collected shall first be applied by Licensee to reimburse it for all of its costs and expenses (including attorneys’ fees, expert witness fees, and any reimbursement payments made to NIH or the Government) and the balance shall be treated as Net Sales and subject to earned royaltiesroyalties as provided in Appendix C when and as collected. 11.05 PHS 11.5 The NIH shall cooperate fully with the Licensee in connection with any action under Paragraphs 11.02 11.2 or 11.03. PHS agrees promptly to provide access to all necessary documents and to render reasonable assistance in response to a request by Licensee11.

INFRINGEMENT AND PATENT ENFORCEMENT. 11.01 PHS and Licensee agree to notify each other promptly of each infringement or possible infringement of the Licensed Patent Rightsinfringement, as well as any facts which may affect the validity, scope, or enforceability of the Licensed Patent Rights of which either Party becomes aware. 11.02 Pursuant to this Agreement and the provisions of Chapter 29 of title Title 35, United States Code, Licensee may: may a) bring suit in its own name, at its own expense, and on its own behalf for infringement of presumably valid claims in the Licensed Patent Rights; b) in any such suit, enjoin infringement and collect for its use, damages, profits, and awards of whatever nature recoverable for such infringement; and c) settle any claim or suit for infringement of the Licensed Patent Rights Rights-provided, however, that PHS and appropriate Government authorities shall have the first right to take such actions. If Licensee desires to initiate a suit for patent infringement, Licensee shall notify PHS in writing. If PHS does not notify Licensee of its intent to pursue legal action within ninety (90) days, Licensee shall be free to initiate suit. PHS actions and shall have a continuing right to intervene in such suit. Licensee shall take no action to compel the Government either to initiate or to join in any such suit for patent infringement. Licensee may request the Government to initiate or join in joining any such suit if necessary to avoid dismissal of the suit. Should the Government be made a party to any such suit, Licensee shall reimburse the Government for any costs, expenses, or fees which the Government incurs as a result of such motion or other action, including any and all costs incurred by the Government in opposing any such motion or other action. Upon Licensee's payment of all costs incurred by the Government as a result of Licensee's joinder motion or other action, these actions by Licensee will not be considered a default in the performance of any material obligation under this Agreement. In all cases, Licensee Xxxxxxxx agrees to keep PHS reasonably apprised of the status and progress of any litigation. Before Licensee commences an infringement action, Licensee shall notify PHS and give careful consideration to the views of PHS and to any potential effects of the litigation on the public health in deciding whether to bring suit. 11.03 In the event that a declaratory judgment any infringement action alleging invalidity or non infringement of any of the Licensed Patent Rights shall be brought against Licensee or raised by way of counterclaim or affirmative defense in an infringement suit brought by Licensee commenced under Paragraph 11.02, pursuant to this Agreement and the provisions of Chapter 29 of Xxxxx 00, Xxxxxx Xxxxxx Code or other statutes, Licensee may: a) defend the suit in its own name, at its own expense, and on its own behalf for presumably valid claims in the Licensed Patent Rights; b) in any such suit, ultimately to enjoin infringement and to collect for its use, damages, profits, and awards of whatever nature recoverable for such infringement; and c) settle any claim or suit for declaratory judgment involving the Licensed Patent Rights provided, however, that PHS and appropriate Government authorities shall have the first right to take such actions and shall have a continuing right to intervene in such suit. If PHS does not notify Licensee of its intent to respond to the legal action within a reasonable time, Licensee shall be free to do so. Licensee shall take no action to compel the Government either to initiate or to join in any such declaratory judgment action. Licensee may request the Government to initiate or to join any such suit if necessary to avoid dismissal of the suit. Should the Government be made a party to any such suit by motion or any other action of Licensee, Licensee shall reimburse the Government for any costs, expenses, or fees, which the Government incurs as a result of such motion or other action. PHS agrees to submit a report to Licensee detailing these costs, expenses or fees within sixty (60) days of their verification and approval by PHS. If Licensee elects not to defend against such declaratory judgment action, PHS, at its option, may do so at its own expense. In all cases, Licensee agrees to keep PHS reasonably apprised of the status and progress of any litigation. Before Licensee commences an infringement action, Licensee shall notify PHS and give careful consideration to the views of PHS and to any potential effects of the litigation on the public health in deciding whether to bring suit. 11.04 In any action under Paragraphs 11.02 or 11.03, the expenses including costs, fees, attorney fees, and disbursements, shall be paid by Licensee. The value Up to fifty percent (50%) of such expenses may be credited against the royalties payable to PHS under Paragraph 6.03 under the Licensed Patent Rights in the country in which such a suit is filed. In the event that fifty percent (50%) of such expenses exceed the amount of royalties payable by Licensee in any calendar year, the expenses in excess may be carried over as a credit on the same basis into succeeding calendar years. A credit against litigation expenses, however, may not reduce the royalties due in any calendar year to less than the minimum annual royalty. Any recovery made by Licensee Licensee, through court judgment or settlement settlement, first shall be treated applied to reimburse PHS for royalties withheld as Net Sales a credit against litigation expenses and subject then to earned royaltiesreimburse Licensee for its litigation expense. Any remaining recoveries shall be shared equally by Licensee and PHS. 11.05 11.04 PHS shall cooperate fully with Licensee in connection with any an infringement action initiated under Paragraphs 11.02 or 11.03. PHS agrees promptly to provide access to all necessary documents and to render reasonable assistance in response to a request by LicenseeParagraph 11.

INFRINGEMENT AND PATENT ENFORCEMENT. 11.01 PHS and Licensee agree to notify each other promptly of each infringement or possible infringement of the Licensed Patent Rights, as well as any facts which may affect the validity, scope, or enforceability of the Licensed Patent Rights of which either Party becomes aware. 11.02 Pursuant to this Agreement and the provisions of Chapter 29 of title 35, United States Code, Licensee may: a) bring suit in its own name, at its own expense, and on its own behalf for infringement of presumably valid claims in the Licensed Patent Rights; b) in any such suit, enjoin infringement and collect for its use, damages, profits, and awards of whatever nature recoverable for such infringement; and c) settle any claim or suit for infringement of the Licensed Patent Rights provided, however, that PHS and appropriate Government authorities shall have the first right to take such actions. If Licensee desires to initiate a suit for patent infringement, Licensee shall notify PHS in writing. If PHS does not notify Licensee of its intent to pursue legal action within ninety (90) days, Licensee shall will be free to initiate suit. PHS shall have a continuing right to intervene in such suit. Licensee shall take no action to compel the Government either to initiate or to join in any such suit for patent infringement. Licensee may request the Government to initiate or join in any such suit if necessary to avoid dismissal of the suit. Should the Government be made a party to any such suit, Licensee shall reimburse the Government for any costs, expenses, or fees which the Government incurs as a result of such motion or other action, including any and all costs incurred by the Government in opposing any such motion or other action. In all cases, Licensee agrees to keep PHS reasonably apprised of the status and progress of any litigation. Before Licensee commences an infringement action, Licensee shall notify PHS and give careful consideration to the views of PHS and to any potential effects of the litigation on the public health in deciding whether to bring suit. 11.03 In the event that a declaratory judgment action alleging invalidity or non non-infringement of any of the Licensed Patent Rights shall be brought against Licensee or raised by way of counterclaim or affirmative defense in an infringement suit brought by Licensee under Paragraph 11.02, pursuant to this Agreement and the provisions of Chapter 29 of Xxxxx Txxxx 00, Xxxxxx Xxxxxx Code or other statutes, Licensee may: a) defend the suit in its own name, at its own expense, and on its own behalf for presumably valid claims in the Licensed Patent Rights; b) in any such suit, ultimately to enjoin infringement and to collect for its use, damages, profits, and awards of whatever nature recoverable for such infringement; and c) settle any claim or suit for declaratory judgment involving the Licensed Patent Rights Rights-provided, however, that PHS and appropriate Government authorities shall have the first right to take such actions and shall have a continuing right to intervene in such suit. If PHS does not notify Licensee of its intent to respond to the legal action within a reasonable time, Licensee shall will be free to do so. Licensee shall take no action to compel the Government either to initiate or to join in any such declaratory judgment action. Licensee may request the Government to initiate or to join any such suit if necessary to avoid dismissal of the suit. Should the Government be made a party to any such suit by motion or any other action of Licensee, Licensee shall reimburse the Government for any costs, expenses, or fees, fees which the Government incurs as a result of such motion or other action. PHS agrees to submit a report to Licensee detailing these costs, expenses or fees within sixty (60) days of their verification and approval by PHS. If Licensee elects not to defend against such declaratory judgment action, PHS, at its option, may do so at its own expense. In all cases, Licensee agrees to keep PHS reasonably apprised of the status and progress of any litigation. Before Licensee commences an infringement action, Licensee shall notify PHS and give careful consideration to the views of PHS and to any potential effects of the litigation on the public health in deciding whether to bring suit. 11.04 In any action under Paragraphs 11.02 or 11.03, the expenses including costs, fees, attorney fees, and disbursements, shall be paid by Licensee. The value of any recovery made by Licensee through court judgment or settlement shall be treated as Net Sales and subject to earned royalties. 11.05 PHS shall cooperate fully with Licensee in connection with any action under Paragraphs 11.02 or 11.03. PHS agrees promptly to provide access to all necessary documents and to render reasonable assistance in response to a request by Licensee.

INFRINGEMENT AND PATENT ENFORCEMENT. 11.01 PHS 11.1 The IC and the Licensee agree to notify each other promptly of each infringement or possible infringement of the Licensed Patent RightsRights in the Licensed Fields of Use, as well as as, any facts which may would be reasonably expected to affect the validity, scope, or enforceability of the Licensed Patent Rights of which either Party party becomes aware. 11.02 11.2 Pursuant to this Agreement and the provisions of 35 U.S.C. Chapter 29 of title 3529, United States Code, the Licensee may: : (a) bring suit in its own name, at its own expense, and on its own behalf for infringement of presumably valid claims in the Licensed Patent Rights; ; (b) in any such suit, enjoin infringement and collect for its use, damages, profits, and awards of whatever nature recoverable for such the infringement; and or (c) settle any claim or suit for infringement of the Licensed Patent Rights in the Licensed Fields of Use provided, however, that PHS Licensee may not enter into any settlement that admits the invalidity of any Licensed Patent Rights without the prior written consent of the IC and appropriate Government authorities shall have authorities; and (d) if the first right to take such actions. If Licensee desires to initiate a suit for patent infringementinfringement of the Licensed Patent Rights in the Licensed Fields of Use, the Licensee shall notify PHS the IC in writing. If PHS the IC does not notify the Licensee of its intent to pursue legal action within ninety (90) days[***], the Licensee shall be free to initiate suit. PHS The IC shall have a continuing right to intervene be represented by its own counsel, at its own expense, in such the suit. Licensee shall take no action to compel Upon the Licensee’s request, the Government either to initiate or to join in any such suit for patent infringement. Licensee may request the Government to initiate or join in any such suit if necessary to avoid dismissal of the suit. Should the Government be made a party to any such suitsuit by motion or any other action by Licensee, Licensee shall reimburse the Government for [***] any reasonable costs, expenses, or fees which the Government incurs as a result of such motion or other action, including any and all costs incurred by the Government in opposing any such motion or other action. In all cases, the Licensee agrees to keep PHS the IC reasonably apprised of the status and progress of any such litigation. Before the Licensee commences an infringement action, the Licensee shall notify PHS the IC and give careful consideration to the views of PHS the IC and to any potential effects of the litigation on the public health in deciding whether to bring suit. If the Licensee elects not to bring an action to enforce any Licensed Patent Rights against any infringement, the IC, at its option, may do so at its own expense. 11.03 11.3 In the event that a declaratory judgment action alleging invalidity or non non-infringement of any of the Licensed Patent Rights shall be brought against the Licensee or raised by way of counterclaim or affirmative defense in an infringement suit brought by the Licensee under Paragraph 11.0211.2, pursuant to this Agreement and the provisions of 35 U.S.C. Chapter 29 of Xxxxx 00, Xxxxxx Xxxxxx Code or other statutes, the Licensee may: : (a) defend the suit in its own name, at its own expense, and on its own behalf for presumably valid claims in the Licensed Patent Rights; [***] CONFIDENTIAL NIH Patent License Agreement--Exclusive Model 10- (b) in any such suit, ultimately to enjoin infringement and to collect for its use, damages, profits, and awards of whatever nature recoverable for such the infringement; and and (c) settle any claim or suit for declaratory judgment involving the Licensed Patent Rights Rights, provided, however, that PHS Licensee may not enter into any settlement that admits the invalidity of any Licensed Patent Rights without the prior written consent of the IC. The IC and appropriate Government authorities shall have the first right to take such these actions and shall have a continuing right to intervene in such the suit. If PHS ; and (d) if the IC does not notify the Licensee of its intent to respond to the legal action within a reasonable time, the Licensee shall be free to do so. The Licensee shall take no action to compel the Government either to initiate or to join in any such declaratory judgment action. The Licensee may request the Government to initiate or to join any such suit if necessary to avoid dismissal of the suit. Should the Government be made a party to any such suit by motion or any other action of the Licensee, the Licensee shall reimburse the Government for any reasonable costs, expenses, or fees, which the Government incurs as a result of such the motion or other action. PHS agrees to submit a report to Licensee detailing these costs, expenses or fees within sixty (60) days of their verification and approval by PHS. If the Licensee elects not to defend against such the declaratory judgment action, PHSthe IC, at its option, may do so at its own expense. Licensee shall have the right to be represented by its own counsel, at its own expense, in any such defense by the IC. In all cases, the Licensee agrees to keep PHS the IC reasonably apprised of the status and progress of any litigation. Before the Licensee commences an infringement action, the Licensee shall notify PHS the IC and give careful consideration to the views of PHS the IC and to any potential effects of the litigation on the public health in deciding whether to bring suit. 11.04 11.4 In any action under Paragraphs 11.02 11.2 or 11.0311.3, the expenses incurred by Licensee, including costs, fees, attorney fees, and disbursements, shall be paid by the Licensee. The value of any recovery made by the Licensee through court judgment or settlement settlement, after reimbursing Licensee’s expenses incurred in such action, shall be treated as Net Sales and subject to earned royalties[***]. 11.05 PHS 11.5 The IC shall cooperate fully with the Licensee in connection with any action under Paragraphs 11.02 11.2 or 11.03. PHS agrees promptly to provide access to all necessary documents and to render reasonable assistance in response to a request by Licensee11.

INFRINGEMENT AND PATENT ENFORCEMENT. 11.01 PHS 11.1 The IC and the Licensee agree to notify each other promptly of each infringement or possible infringement of the Licensed Patent Rights, as well as as, any facts which may affect the validity, scope, or enforceability of the Licensed Patent Rights of which either Party party becomes aware. 11.02 11.2 Pursuant to this Agreement and the provisions of 35 U.S.C. Chapter 29 of title 3529, United States Code, the Licensee may: : (a) bring suit in its own name, at its own expense, and on its own behalf for infringement of presumably valid claims in the Licensed Patent Rights; ; (b) in any such suit, enjoin infringement and collect for its use, damages, profits, and awards of whatever nature recoverable for such the infringement; and or (c) settle any claim or suit for infringement of the Licensed Patent Rights provided, however, that PHS the IC and appropriate Government authorities shall have the first right to take such actions. If ; and (d) if the Licensee desires to initiate a suit for patent infringement, the Licensee shall notify PHS the IC in writing. If PHS the IC does not notify the Licensee of its intent to pursue legal action within ninety (90) days, the Licensee shall be free to initiate suit. PHS The IC shall have a continuing right to intervene in such the suit. The Licensee shall take no A-429-2017 NIH Patent License Agreement-Exclusive [***] Certain confidential information contained in this document, marked by brackets, has been omitted because it is both (i) not material and (ii) would be competitively harmful if publicly disclosed. action to compel the Government either to initiate or to join in any such suit for patent infringement. The Licensee may request the Government to initiate or join in any such suit if necessary to avoid dismissal of the suit. Should the Government be made a party to any such suit, the Licensee shall reimburse the Government for any costs, expenses, or fees which the Government incurs as a result of such the motion or other action, including any and all costs incurred by the Government in opposing any such the motion or other action. In all cases, the Licensee agrees to keep PHS the IC reasonably apprised of the status and progress of any litigation. Before the Licensee commences an infringement action, the Licensee shall notify PHS the IC and give careful consideration to the views of PHS the IC and to any potential effects of the litigation on the public health in deciding whether to bring suit. 11.03 11.3 In the event that a declaratory judgment action alleging invalidity or non non-infringement of any of the Licensed Patent Rights shall be brought against the Licensee or raised by way of counterclaim or affirmative defense in an infringement suit brought by the Licensee under Paragraph 11.0211.2, pursuant to this Agreement and the provisions of Chapter 35 U.S.C. Chanter 29 of Xxxxx 00, Xxxxxx Xxxxxx Code or other statutes, the Licensee may: : (a) defend the suit in its own name, at its own expense, and on its own behalf for presumably valid claims in the Licensed Patent Rights; ; (b) in any such suit, ultimately to enjoin infringement and to collect for its use, damages, profits, and awards of whatever nature recoverable for such the infringement; and and (c) settle any claim or suit for declaratory judgment involving the Licensed Patent Rights Rights-provided, however, that PHS the IC and appropriate Government authorities shall have the first right to take such these actions and shall have a continuing right to intervene in such the suit. If PHS ; and (d) if the IC does not notify the Licensee of its intent to respond to the legal action within a reasonable time, the Licensee shall be free to do so. The Licensee shall take no action to compel the Government either to initiate or to join in any such declaratory judgment action. The Licensee may request the Government to initiate or to join any such suit if necessary to avoid dismissal of the suit. Should the Government be made a party to any such suit by motion or any other action of the Licensee, the Licensee shall reimburse the Government for any costs, expenses, or fees, which the Government incurs as a result of such the motion or other action. PHS agrees to submit a report to Licensee detailing these costs, expenses or fees within sixty (60) days of their verification and approval by PHS. If the Licensee elects not to defend against such the declaratory judgment action, PHSthe IC, at its option, may do so at its own expense. In all cases, the Licensee agrees to keep PHS the IC reasonably apprised of the status and progress of any litigation. Before the Licensee commences an infringement action, the Licensee shall notify PHS the IC and give careful consideration to the views of PHS the IC and to any potential effects of the litigation on the public health in deciding whether to bring suit. 11.04 11.4 In any action under Paragraphs 11.02 11.2 or 11.03, 11.3 the expenses including costs, fees, attorney fees, and disbursements, shall be paid by the Licensee. The value of any recovery made by the Licensee through court judgment or settlement shall be treated as Net Sales and subject to earned royalties. A-429-2017 NIH Patent License Agreement-Exclusive [***] Certain confidential information contained in this document, marked by brackets, has been omitted because it is both (i) not material and (ii) would be competitively harmful if publicly disclosed. 11.05 PHS 11.5 The IC shall cooperate fully with the Licensee in connection with any action under Paragraphs 11.02 11.2 or 11.03. PHS agrees promptly to provide access to all necessary documents and to render reasonable assistance in response to a request by Licensee11.

INFRINGEMENT AND PATENT ENFORCEMENT. 11.01 PHS 11.1 The NIH and the Licensee agree to notify each other promptly of each infringement or possible infringement of the Licensed Patent Rights, as well as as, any facts which may affect the validity, scope, or enforceability of the Licensed Patent Rights to the extent a party becomes aware of which either Party becomes awaresuch infringement or facts. 11.02 11.2 Pursuant to this Agreement and the provisions of Chapter 29 of title 3535 U.S.C. Part 29, United States Code, the Licensee may: : (a) bring suit in its own name, at its own expense, and on its own behalf for infringement of presumably valid claims in the Licensed Patent Rights; ; (b) in any such suit, enjoin infringement and collect for its use, damages, profits, and awards of whatever nature recoverable for such the infringement; and or (c) settle any claim or suit for infringement of the Licensed Patent Rights provided, however, that PHS the NIH and appropriate Government authorities shall have the first right to take such actions. ; and (d) If the Licensee desires to initiate a suit for patent infringement, the Licensee shall notify PHS the NIH in writing. If PHS the NIH does not notify the Licensee of its intent to pursue legal action within ninety (90) days[9*…***…], the Licensee shall be free to initiate suit. PHS The NIH shall have a continuing right to intervene in such suitthe suit at its own expense. The Licensee shall take no action to compel the Government either to initiate or to join in any such suit for patent infringement; provided, however, that the Government will participate in the suit if, and only if, required for legal standing purposes. The Licensee may request the Government to initiate or join in any such suit if necessary to avoid dismissal of the suit. Should the Government be made a party to any such suitsuit brought by the Licensee, the Licensee shall reimburse the Government for any costs, expenses, or fees which the Government incurs as a result of such the motion or 9 ** * ***Confidential Treatment Requested A-563-2014 NIH Patent License Agreement – Exclusive Page 13 [Kite Pharma, Inc.] [December 18, 2014] other action, including any and all costs incurred by the Government in opposing any such the motion or other action. In all cases, the Licensee agrees to keep PHS the NIH reasonably apprised of the status and progress of any litigation. Before the Licensee commences an infringement action, the Licensee shall notify PHS the NIH and give careful consideration to the views of PHS the NIH and to any potential effects of the litigation on the public health in deciding whether to bring suit. 11.03 11.3 In the event that a declaratory judgment action alleging invalidity or non non-infringement of any of the Licensed Patent Rights shall be brought against the Licensee or raised by way of counterclaim or affirmative defense in an infringement suit brought by the Licensee under Paragraph 11.0211.2, pursuant to this Agreement and the provisions of Chapter 35 U.S.C. Part 29 of Xxxxx 00, Xxxxxx Xxxxxx Code or other statutes, the Licensee may: : (a) defend the suit in its own name, at its own expense, and on its own behalf for presumably valid claims in the Licensed Patent Rights; ; (b) in any such suit, ultimately to enjoin infringement and to collect for its use, damages, profits, and awards of whatever nature recoverable for such the infringement; and and (c) settle any claim or suit for declaratory judgment involving the Licensed Patent Rights provided, however, that PHS the NIH and appropriate Government authorities shall have the first right to take such actions and shall have a continuing right to intervene in such suit. the suit at its own expense; and (d) If PHS the NIH does not notify the Licensee of its intent to respond to the legal action within a reasonable time, the Licensee shall be free to do so. The Licensee shall take no action to compel the Government either to initiate or to join in any such declaratory judgment action. The Licensee may request the Government to initiate or to join any such suit if necessary to avoid dismissal of the suit. Should the Government be made a party to any such suit by motion or any other action of brought by the Licensee, the Licensee shall reimburse the Government for any costs, expenses, or fees, which the Government incurs as a result of such the motion or other action. PHS agrees to submit a report to Licensee detailing these costs, expenses or fees within sixty (60) days of their verification and approval by PHS. If the Licensee elects not to defend against such the declaratory judgment action, PHSthe NIH, at its option, may do so at its own expense. In all cases, the Licensee agrees to keep PHS the NIH reasonably apprised of the status and progress of any litigation. Before the Licensee commences an infringement action, the Licensee shall notify PHS the NIH and give careful consideration to the views of PHS the NIH and to any potential effects of the litigation on the public health in deciding whether to bring suit. 11.04 In 11.4 Except as otherwise set forth above, in any action under Paragraphs 11.02 11.2 or 11.03, 11.3 the expenses including costs, fees, attorney fees, and disbursements, shall be paid by the Licensee. The value of any recovery made by the Licensee through court judgment or settlement settlement, after first reimbursing the Licensee for such expenses paid by the Licensee, shall be treated as Net Sales and subject to earned royalties. 11.05 PHS 11.5 The NIH shall cooperate fully with the Licensee in connection with any action under Paragraphs 11.02 11.2 or 11.03. PHS agrees promptly to provide access to all necessary documents and to render reasonable assistance in response to a request by Licensee11.

INFRINGEMENT AND PATENT ENFORCEMENT. 11.01 PHS 11.1 The NIH and the Licensee agree to notify each other promptly of each infringement or possible infringement of the Licensed Patent Rights, as well as as, any facts which may affect the validity, scope, or enforceability of the Licensed Patent Rights of which either Party party becomes aware. 11.02 11.2 Pursuant to this Agreement and the provisions of 35 U.S.C. Chapter 29 of title 3529, United States Code, the Licensee may: : (a) bring suit in its own name, at its own expense, and on its own behalf for infringement of presumably valid claims in the Licensed Patent Rights; ; (b) in any such suit, enjoin infringement and collect for its use, damages, profits, and awards of whatever nature recoverable for such the infringement; and or (c) settle any claim or suit for infringement of the Licensed Patent Rights provided, however, that PHS the NIH and appropriate Government authorities shall have the first right to take such actions. If ; and (d) if the Licensee desires to initiate a suit for patent infringement, the Licensee shall notify PHS the NIH in writing. If PHS the NIH does not notify the Licensee of its intent to pursue legal action within ninety (90) days, the Licensee shall be free to initiate suit. PHS The NIH shall have a continuing right to intervene in such the suit. The Licensee shall take no action to compel the Government either to initiate or to join in any such suit for patent infringement. The Licensee may request the Government to initiate or join in any such suit if necessary to avoid dismissal of the suit. Should the Government be made a party to any such suit, the Licensee shall reimburse the Government for any costs, expenses, or fees which the Government incurs as a result of such the motion or other action, including any and all costs incurred by the Government in opposing any such the motion or other action. In all cases, the Licensee agrees to keep PHS the NIH reasonably apprised of the status and progress of any litigation. Before the Licensee commences an infringement action, the Licensee shall notify PHS the NIH and give careful consideration to the views of PHS the NIH and to any potential effects of the litigation on the public health in deciding whether to bring suit. 11.03 11.3 In the event that a declaratory judgment action alleging invalidity or non non-infringement of any of the Licensed Patent Rights shall be brought against the Licensee or raised by way of counterclaim or affirmative defense in an infringement suit brought by the Licensee under Paragraph 11.0211.2, pursuant to this Agreement and the provisions of Chapter 35 U.S.C. Part 29 of Xxxxx 00, Xxxxxx Xxxxxx Code or other statutes, the Licensee may: : (a) defend the suit in its own name, at its own expense, and on its own behalf for presumably valid claims in the Licensed Patent Rights; ; (b) in any such suit, ultimately to enjoin infringement and to collect for its use, damages, profits, and awards of whatever nature recoverable for such the infringement; and and (c) settle any claim or suit for declaratory judgment involving the Licensed Patent Rights Rights-provided, however, that PHS the NIH and appropriate Government authorities shall have the first right to take such these actions and shall have a continuing right to intervene in such the suit. If PHS ; and (d) if the NIH does not notify the Licensee of its intent to respond to the legal action within a reasonable time, the Licensee shall be free to do so. The Licensee shall take no action to compel the Government either to initiate or to join in any such declaratory judgment action. The Licensee may request the Government to initiate or to join any such suit if necessary to avoid dismissal of the suit. Should the Government be made a party to any such suit by motion or any other action of the Licensee, the Licensee shall reimburse the Government for any costs, expenses, or fees, which the Government incurs as a result of such the motion or other action. PHS agrees to submit a report to Licensee detailing these costs, expenses or fees within sixty (60) days of their verification and approval by PHS. If the Licensee elects not to defend against such the declaratory judgment action, PHSthe NIH, at its option, may do so at its own expense. In all cases, the Licensee agrees to keep PHS the NIH reasonably apprised of the status and progress of any litigation. Before the Licensee commences an infringement action, the Licensee shall notify PHS the NIH and give careful consideration to the views of PHS the NIH and to any potential effects of the litigation on the public health in deciding whether to bring suit. 11.04 11.4 In any action under Paragraphs 11.02 11.2 or 11.03, 11.3 the expenses including costs, fees, attorney fees, and disbursements, shall be paid by the Licensee. The value of any recovery made by the Licensee through court judgment or settlement shall be treated as Net Sales and subject to earned royalties. 11.05 PHS 11.5 The NIH shall cooperate fully with the Licensee in connection with any action under Paragraphs 11.02 or 11.03. PHS agrees promptly to provide access to all necessary documents and to render reasonable assistance in response to a request by Licensee.Paragraphs

INFRINGEMENT AND PATENT ENFORCEMENT. 11.01 PHS 11.1 The IC and the Licensee agree to notify each other promptly of each infringement or possible infringement of the Licensed Patent Rights, as well as as, any facts which may affect the validity, scope, or enforceability of the Licensed Patent Rights of which either Party party becomes aware. 11.02 11.2 Pursuant to this Agreement and the provisions of 35 U.S.C. Chapter 29 of title 3529, United States Code, the Licensee may: : (a) bring suit in its own name, at its own expense, and on its own behalf for infringement of presumably valid claims in the Licensed Patent Rights; ; (b) in any such suit, enjoin infringement and collect for its use, damages, profits, and awards of whatever nature recoverable for such the infringement; and or (c) settle any claim or suit for infringement of the Licensed Patent Rights provided, however, that PHS the IC and appropriate Government authorities shall have the first right to take such actions. If ; and (d) if the Licensee desires to initiate a suit for patent infringement, the Licensee shall notify PHS the IC in writing. If PHS the IC does not notify the Licensee of its intent to pursue legal action within ninety (90) days, the Licensee shall be free to initiate suit. PHS The IC shall have a continuing right to intervene in such the suit. The Licensee shall take no action to compel the Government either to initiate or to join in any such suit for patent infringement. The Licensee may request the Government to initiate or join in any such suit if necessary to avoid dismissal of the suit. Should the Government be made a party to any such suit, the Licensee shall reimburse the Government for any costs, expenses, or fees which the Government incurs as a result of such the motion or other action, including any and all costs incurred by the Government in opposing any such the motion or other action. In all cases, the Licensee agrees to keep PHS the IC reasonably apprised of the status and progress of any litigation. Before the Licensee commences an infringement action, the Licensee shall notify PHS the IC and give careful consideration to the views of PHS the IC and to any potential effects of the litigation on the public health in deciding whether to bring suit. 11.03 11.3 In the event that a declaratory judgment action alleging invalidity or non non-infringement of any of the Licensed Patent Rights shall be brought against the Licensee or raised by way of counterclaim or affirmative defense in an infringement suit brought by the Licensee under Paragraph 11.0211.2, pursuant to this Agreement and the provisions of 35 U.S.C. Chapter 29 of Xxxxx 00, Xxxxxx Xxxxxx Code or other statutes, the Licensee may: : (a) defend the suit in its own name, at its own expense, and on its own behalf for presumably valid claims in the Licensed Patent Rights; ; (b) in any such suit, ultimately to enjoin infringement and to collect for its use, damages, profits, and awards of whatever nature recoverable for such the infringement; and and (c) settle any claim or suit for declaratory judgment involving the Licensed Patent Rights Rights-provided, however, that PHS the IC and appropriate Government authorities shall have the first right to take such these actions and shall have a continuing right to intervene in such the suit. If PHS ; and CONFIDENTIALNIH Patent License Agreement--ExclusiveModel 10-2015 Page 13 of 33 [Final] [Connectyx] [January 2021] (d) if the IC does not notify the Licensee of its intent to respond to the legal action within a reasonable time, the Licensee shall be free to do so. The Licensee shall take no action to compel the Government either to initiate or to join in any such declaratory judgment action. The Licensee may request the Government to initiate or to join any such suit if necessary to avoid dismissal of the suit. Should the Government be made a party to any such suit by motion or any other action of the Licensee, the Licensee shall reimburse the Government for any costs, expenses, or fees, which the Government incurs as a result of such the motion or other action. PHS agrees to submit a report to Licensee detailing these costs, expenses or fees within sixty (60) days of their verification and approval by PHS. If the Licensee elects not to defend against such the declaratory judgment action, PHSthe IC, at its option, may do so at its own expense. In all cases, the Licensee agrees to keep PHS the IC reasonably apprised of the status and progress of any litigation. Before the Licensee commences an infringement action, the Licensee shall notify PHS the IC and give careful consideration to the views of PHS the IC and to any potential effects of the litigation on the public health in deciding whether to bring suit. 11.04 11.4 In any action under Paragraphs 11.02 11.2 or 11.03, 11.3 the expenses including costs, fees, attorney fees, and disbursements, shall be paid by the Licensee. The value of any recovery made by the Licensee through court judgment or settlement shall be treated as Net Sales and subject to earned royalties. 11.05 PHS 11.5 The IC shall cooperate fully with the Licensee in connection with any action under Paragraphs 11.02 11.2 or 11.03. PHS agrees promptly to provide access to all necessary documents and to render reasonable assistance in response to a request by Licensee11.

INFRINGEMENT AND PATENT ENFORCEMENT. 11.01 PHS 11.1 The NIH and the Licensee agree to notify each other promptly of each infringement or possible infringement of the Licensed Patent Rights, as well as as, any facts which may affect the validity, scope, or enforceability of the Licensed Patent Rights of which either Party party becomes aware. 11.02 11.2 Pursuant to this Agreement and the provisions of 35 U.S.C. Chapter 29 of title 3529, United States Code, the Licensee may: : (a) bring suit in its own name, at its own expense, and on its own behalf for infringement of presumably valid claims in the Licensed Patent Rights; ; (b) in any such suit, enjoin infringement and collect for its use, damages, profits, and awards of whatever nature recoverable for such the infringement; and or (c) Upon written approval of NIH, settle any claim or suit for infringement of the Licensed Patent Rights provided, however, that PHS and appropriate Government authorities shall have Rights; and (d) if the first right to take such actions. If Licensee desires to initiate a suit for patent infringement, the Licensee shall notify PHS the NIH in writing. If PHS the NIH does not notify the Licensee of its intent to pursue legal action within ninety (90) days, the Licensee shall be free to initiate suit. PHS The NIH shall have a continuing right to intervene in such the suit. The Licensee shall take no action to compel the Government either to initiate or to join in any such suit for patent infringement. The Licensee may request the Government to initiate or join in any such suit if necessary to avoid dismissal of the suit. Should the Government be made a party to any such suit, the Licensee shall reimburse the Government for any costs, expenses, or fees which the Government incurs as a result of such the motion or other action, including any and all costs incurred by the Government in opposing any such the motion or other action. In all cases, the Licensee agrees to keep PHS the NIH reasonably apprised of the status and progress of any litigation. Before the Licensee commences an infringement action, the Licensee shall notify PHS the NIH and give careful consideration to the views of PHS the NIH and to any potential effects of the litigation on the public health in deciding whether to bring suit. 11.03 11.3 In the event that a declaratory judgment action alleging invalidity or non infringement non‑infringement of any of the Licensed Patent Rights shall be brought against the Licensee or raised by way of counterclaim or affirmative defense in an infringement suit brought by the Licensee under Paragraph 11.0211.2, pursuant to this Agreement and the provisions of Chapter 35 U.S.C. Part 29 of Xxxxx 00, Xxxxxx Xxxxxx Code or other statutes, the Licensee may: : (a) defend the suit in its own name, at its own expense, and on its own behalf for presumably valid claims in the Licensed Patent Rights; ; (b) in any such suit, ultimately to enjoin infringement and to collect for its use, damages, profits, and awards of whatever nature recoverable for such the infringement; and and (c) Upon written approval of NIH, settle any claim or suit for declaratory judgment involving the Licensed Patent Rights provided, however, that PHS Rights- and appropriate Government authorities shall have the first right to take such actions and NIH shall have a continuing right to intervene in such the suit. If PHS ; and (d) if the NIH does not notify the Licensee of its intent to respond to the legal action within a reasonable time, the Licensee shall be free to do so. The Licensee shall take no action to compel the Government either to initiate or to A-360-2014 NIH Patent License Agreement--Exclusive Model 10-2005 (updated 8-2012) Page 8 of 21 [GlobeImmune, Inc.] [*] = Certain confidential information contained in this document, marked by brackets, has been omitted and filed separately with the Securities and Exchange Commission pursuant to Rule 24b-2 of the Securities Exchange Act of 1934, as amended. join in any such declaratory judgment action. The Licensee may request the Government to initiate or to join any such suit if necessary to avoid dismissal of the suit. Should the Government be made a party to any such suit by motion or any other action of the Licensee, the Licensee shall reimburse the Government for any costs, expenses, or fees, which the Government incurs as a result of such the motion or other action. PHS agrees to submit a report to Licensee detailing these costs, expenses or fees within sixty (60) days of their verification and approval by PHS. If the Licensee elects not to defend against such the declaratory judgment action, PHSthe NIH, at its option, may do so at its own expense. In all cases, the Licensee agrees to keep PHS the NIH reasonably apprised of the status and progress of any litigation. Before the Licensee commences an infringement action, the Licensee shall notify PHS the NIH and give careful consideration to the views of PHS the NIH and to any potential effects of the litigation on the public health in deciding whether to bring suit. 11.04 11.4 In any action by NIH under Paragraphs 11.02 11.2 or 11.03, 11.3 the expenses including costs, fees, attorney fees, and disbursements, shall be paid by the Licensee. The value of any recovery recovery, after deducting all expenses incurred in such action, made by the Licensee through court judgment or settlement shall be treated as Net Sales and subject to earned royalties[*]. 11.05 PHS 11.5 The NIH shall cooperate fully with the Licensee in connection with any action under Paragraphs 11.02 11.2 or 11.03. PHS agrees promptly to provide access to all necessary documents and to render reasonable assistance in response to a request by Licensee11.

INFRINGEMENT AND PATENT ENFORCEMENT. 11.01 PHS and Licensee agree to notify each other promptly of each infringement or possible infringement of the Licensed Patent Rightsinfringement, as well as any facts which may affect the validity, scope, or enforceability of the Licensed Patent Rights of which either Party becomes aware. 11.02 Pursuant to this Agreement and the provisions of Chapter 29 of title Title 35, United States Code, Licensee may: may a) bring suit in its own name, at its own expense, and on its own behalf for infringement of presumably valid claims in the Licensed Patent Rights; b) in any such suit, enjoin infringement and collect for its use, damages, NIH Office of Technology Transfer PHS PATENT LICENSE AGREEMENT - EXCLUSIVE MODEL 940110 - Page 9 - FINAL - MediChem Research, Inc. - May 5, 1995 profits, and awards of whatever nature recoverable for such infringement; and c) settle any claim or suit for infringement of the Licensed Patent Rights Rights-provided, however, that PHS and appropriate Government authorities shall have the first right to take such actions. If Licensee desires to initiate a suit for patent infringement, Licensee shall notify PHS in writing. If PHS does not notify Licensee of its intent to pursue legal action within ninety (90) days, Licensee shall be free to initiate suit. PHS actions and shall have a continuing right to intervene in such suit. Licensee shall take no action to compel the Government either to initiate or to join in any such suit for patent infringement. Licensee may request the Government to initiate or join in any such suit if necessary to avoid dismissal of the suit. Should the Government be made a party to any such suit, Licensee shall reimburse the Government for any costs, expenses, or fees which the Government incurs as a result of such motion or other action, including any and all costs incurred by the Government in opposing any such motion or other action. Upon Licensee's payment of all costs incurred by the Government as a result of Licensee's joinder motion or other action, these actions by Licensee will not be considered a default in the performance of any material obligation under this Agreement. In all cases, Licensee agrees to keep PHS reasonably apprised of the status and progress of any litigation. Before Licensee commences an infringement action, Licensee shall notify PHS and give careful consideration to the views of PHS and to any potential effects of the litigation on the public health in deciding whether to bring suit. 11.03 In any infringement action commenced under Paragraph 11.02, the expenses including costs, fees, attorney fees, and disbursements, shall be paid by Licensee. Up to fifty percent (50%) of such expenses may be credited against the royalties payable to PHS under Paragraph 6.03 under the Licensed Patent Rights in the country in which such a suit is filed. In the event that fifty percent (50%) of such expenses exceed the amount of royalties payable by Licensee in any calendar year, the expenses in excess may be carried over as a credit on the same basis into succeeding calendar years. A credit against litigation expenses, however, may not reduce the royalties due in any calendar year to less than the minimum annual royalty. Any recovery made by Licensee, through court judgment or settlement, first shall be applied to reimburse PHS for royalties withheld as a credit against litigation expenses and then to reimburse Licensee for its litigation expense. Any remaining recoveries shall be shared equally by Licensee and PHS. 11.04 PHS shall cooperate fully with Licensee in connection with an infringement action initiated under Paragraph 11.02. PHS agrees promptly to provide access to all necessary documents and to render reasonable assistance in response to a request by Licensee. 11.05 In the event that a declaratory judgment action alleging invalidity or non non-infringement of any of the Licensed Patent Rights shall be brought against Licensee or raised by way of counterclaim or affirmative defense in an infringement suit brought by Licensee under Paragraph 11.02, pursuant to this Agreement and the provisions of Chapter 29 of Xxxxx 00, Xxxxxx Xxxxxx Code or other statutes, Licensee may: may a) defend the suit in its own name, at its own expense, NIH Office of Technology Transfer PHS PATENT LICENSE AGREEMENT - EXCLUSIVE MODEL 940110 - Page 10 - FINAL - MediChem Research, Inc. - May 5, 1995 and on its own behalf for presumably valid claims in the Licensed Patent Rights; b) in any such suit, ultimately to enjoin infringement and to collect for its use, damages, profits, and awards of whatever nature recoverable for such infringement; and c) settle any claim or suit for declaratory judgment involving the Licensed Patent Rights Rights-provided, however, that PHS and appropriate Government authorities shall have the first right to take such actions and shall have a continuing right to intervene in such suit. If PHS does not notify Licensee of its intent to respond to the legal action within a reasonable time, Licensee shall be free to do so. Licensee shall take no action to compel the Government either to initiate or to join in any such declaratory judgment action. Licensee may request the Government to initiate or to join any such suit if necessary to avoid dismissal of the suit. Should the Government be made a party to any such suit by motion or any other action of Licensee, Licensee shall reimburse the Government for any costs, expenses, or fees, fees which the Government incurs as a result of such motion or other action. PHS agrees to submit Upon Licensee's payment of all costs incurred by the Government as a report to result of Licensee's joinder motion or other action, these actions by Licensee detailing these costs, expenses or fees within sixty (60) days will not be considered a default in the performance of their verification and approval by PHSany material obligation under this Agreement. If Licensee elects not to defend against such declaratory judgment action, PHS, at its option, may do so at its own expense. In all cases, Licensee agrees to keep PHS reasonably apprised of the status and progress of any litigation. Before Licensee commences an infringement action, Licensee shall notify PHS and give careful consideration to the views of PHS and to any potential effects of the litigation on the public health in deciding whether to bring suit. 11.04 In any action under Paragraphs 11.02 or 11.03, the expenses including costs, fees, attorney fees, and disbursements, shall be paid by Licensee. The value of any recovery made by Licensee through court judgment or settlement shall be treated as Net Sales and subject to earned royalties. 11.05 PHS shall cooperate fully with Licensee in connection with any action under Paragraphs 11.02 or 11.03. PHS agrees promptly to provide access to all necessary documents and to render reasonable assistance in response to a request by Licensee.

INFRINGEMENT AND PATENT ENFORCEMENT. 11.01 PHS and Licensee agree to notify each other promptly of each infringement or possible infringement of the Licensed Patent Rights, as well as any facts which may affect the validity, scope, or enforceability of the Licensed Patent Rights of which either Party becomes aware. 11.02 Pursuant to this Agreement and the provisions of Chapter 29 of title 35, United States Code, Licensee may: a) bring suit in its own name, at its own expense, and on its own behalf for infringement of presumably valid claims in the Licensed Patent Rights; b) in any such suit, enjoin infringement and collect for its use, damages, profits, and awards of whatever nature recoverable for such infringement; and c) settle any claim or suit for infringement of the Licensed Patent Rights provided, however, that PHS and appropriate Government authorities shall have the first right to take such actions. If Licensee desires to initiate a suit for patent infringement, Licensee shall notify PHS in writing. If PHS does not notify Licensee of its intent to pursue legal action within ninety (90) days, Licensee shall will be free to initiate suit. PHS shall have a continuing right to intervene in such suit. Licensee shall take no action to compel the Government either to initiate or to join in any such suit for patent infringement. Licensee may request the Government to initiate or join in any such suit if necessary to avoid dismissal of the suit. Should the Government be made a party to any such suit, Licensee shall reimburse the Government for any costs, expenses, or fees which the Government incurs as a result of such motion or other action, including any and all costs incurred by the Government in opposing any such motion or other action. In all cases, Licensee agrees to keep PHS reasonably apprised of the status and progress of any litigation. Before Licensee commences an infringement action, Licensee shall notify PHS and give careful consideration to the views of PHS and to any potential effects of the litigation on the public health in deciding whether to bring suit. 11.03 In the event that a declaratory judgment action alleging invalidity or non non-infringement of any of the Licensed Patent Rights shall be brought against Licensee or raised by way of counterclaim or affirmative defense in an infringement suit brought by Licensee under Paragraph 11.02, pursuant to this Agreement and the provisions of Chapter 29 of Xxxxx 00, Xxxxxx Xxxxxx Code or other statutes, Licensee may: a) defend the suit in its own name, at its own expense, and on its own behalf for presumably valid claims in the Licensed Patent Rights; b) in any such suit, ultimately to enjoin infringement and to collect for its use, damages, profits, and awards of whatever nature recoverable for such infringement; and c) settle any claim or suit for declaratory judgment involving the Licensed Patent Rights Rights-provided, however, that PHS and appropriate Government authorities shall have the first right to take such actions and shall have a continuing right to intervene in such suit. If PHS does not notify Licensee of its intent to respond to the legal action within a reasonable time, Licensee shall will be free to do so. Licensee shall take no action to compel the Government either to initiate or to join in any such declaratory judgment action. Licensee may request the Government to initiate or to join any such suit if necessary to avoid dismissal of the suit. Should the Government be made a party to any such suit by motion or any other action of Licensee, Licensee shall reimburse the Government for any costs, expenses, or fees, fees which the Government incurs as a result of such motion or other action. PHS agrees to submit a report to Licensee detailing these costs, expenses or fees within sixty (60) days of their verification and approval by PHS. If Licensee elects not to defend against such declaratory judgment action, PHS, at its option, may do so at its own expense. In all cases, Licensee agrees to keep PHS reasonably apprised of the status and progress of any litigation. Before Licensee commences an infringement action, Licensee shall notify PHS and give careful consideration to the views of PHS and to any potential effects of the litigation on the public health in deciding whether to bring suit.. PHS Patent License Agreement - Exclusive CONFIDENTIAL (L-216-00/0) 11.04 In any action under Paragraphs 11.02 or 11.03, the expenses including costs, fees, attorney fees, and disbursements, shall be paid by Licensee. The value of any recovery made by Licensee through court judgment or settlement shall be treated as Net Sales and will be subject to earned royaltiesroyalties after deduction of said expenses. 11.05 PHS shall cooperate fully with Licensee in connection with any action under Paragraphs 11.02 or 11.03. PHS agrees promptly to provide access to all necessary documents and to render reasonable assistance in response to a request by Licensee.

INFRINGEMENT AND PATENT ENFORCEMENT. 11.01 PHS and Licensee LICENSEE agree to notify each other promptly of each infringement or possible infringement of the Licensed Patent Rightsinfringement, as well as any facts which may affect the validity, scope, scope or enforceability of the Licensed Patent Rights of which either Party becomes aware. 11.02 Pursuant to this Agreement and the provisions of Chapter 29 of title Title 35, United States Code, Licensee may: LICENSEE may (a) bring suit in its own name, at its own expense, and on its own behalf for infringement of presumably valid claims in the a Licensed Patent RightsPatent; (b) in any such suit, enjoin infringement and collect for its use, damages, profits, profits and awards of whatever nature recoverable for such infringement; and (c) settle any claim or suit for infringement of the Licensed Patent Rights -- provided, however, that PHS and appropriate Government authorities shall have the first right to take such actions. If Licensee desires to initiate a suit for patent infringement, Licensee shall notify PHS in writing. If PHS does not notify Licensee of its intent to pursue legal action within ninety (90) days, Licensee shall be free to initiate suit. PHS actions and shall have a continuing right to intervene in such suitsuit at its own expense. Licensee LICENSEE shall take no action to compel the Government either to initiate or to join in any such suit for patent infringement. Licensee may request the Government to initiate or join in any infringement unless such suit if action is ultimately necessary to avoid dismissal of the suit. Should the Government be made a party to any such suit, Licensee LICENSEE shall reimburse the Government for any costs, expenses, expenses or fees which the Government incurs as a result of such motion or other action, including any and all costs incurred by the Government in opposing any such motion or other action. Upon LICENSEE's payment of all costs incurred by the Government as a result of LICENSEE's joinder motion or other action, these actions by LICENSEE will not be considered a default in the performance of any material obligation under this Agreement. In all cases, Licensee LICENSEE agrees to keep PHS reasonably apprised of the status and progress of any litigation. Before Licensee LICENSEE commences an infringement action, Licensee LICENSEE shall notify PHS and give careful consideration to the views of PHS and to any potential effects of the litigation on the public health in deciding whether to bring suit. 11.03 In the event that a declaratory judgment action alleging invalidity or non infringement of any of the Licensed Patent Rights shall be brought against Licensee or raised by way of counterclaim or affirmative defense in an infringement suit brought by Licensee under Paragraph 11.02, pursuant to this Agreement and the provisions of Chapter 29 of Xxxxx 00, Xxxxxx Xxxxxx Code or other statutes, Licensee may: a) defend the suit in its own name, at its own expense, and on its own behalf for presumably valid claims in the Licensed Patent Rights; b) in any such suit, ultimately to enjoin infringement and to collect for its use, damages, profits, and awards of whatever nature recoverable for such infringement; and c) settle any claim or suit for declaratory judgment involving the Licensed Patent Rights provided, however, that PHS and appropriate Government authorities shall have the first right to take such actions and shall have a continuing right to intervene in such suit. If PHS does not notify Licensee of its intent to respond to the legal action within a reasonable time, Licensee shall be free to do so. Licensee shall take no action to compel the Government either to initiate or to join in any such declaratory judgment action. Licensee may request the Government to initiate or to join any such suit if necessary to avoid dismissal of the suit. Should the Government be made a party to any such suit by motion or any other action of Licensee, Licensee shall reimburse the Government for any costs, expenses, or fees, which the Government incurs as a result of such motion or other action. PHS agrees to submit a report to Licensee detailing these costs, expenses or fees within sixty (60) days of their verification and approval by PHS. If Licensee elects not to defend against such declaratory judgment action, PHS, at its option, may do so at its own expense. In all cases, Licensee agrees to keep PHS reasonably apprised of the status and progress of any litigation. Before Licensee commences an infringement action, Licensee shall notify PHS and give careful consideration to the views of PHS and to any potential effects of the litigation on the public health in deciding whether to bring suit. 11.04 In any action under Paragraphs 11.02 or 11.03, the expenses including costs, fees, attorney fees, and disbursements, shall be paid by Licensee. The value of any recovery made by Licensee through court judgment or settlement shall be treated as Net Sales and subject to earned royalties. 11.05 PHS shall cooperate fully with Licensee in connection with any action under Paragraphs 11.02 or 11.03. PHS agrees promptly to provide access to all necessary documents and to render reasonable assistance in response to a request by Licensee.

INFRINGEMENT AND PATENT ENFORCEMENT. 11.01 PHS and Licensee LICENSEE agree to notify each other promptly of each infringement or possible infringement of the Licensed Patent RightsLICENSED PATENT RIGHTS, as well as any facts which may affect the validity, scope, or enforceability of the Licensed Patent Rights LICENSED PATENT RIGHTS of which either Party becomes aware. 11.02 Pursuant to this Agreement AGREEMENT and the provisions of Chapter 29 of title 35, United States Code, Licensee LICENSEE may: a) bring suit in its own name, at its own expense, and on its own behalf for infringement of presumably valid claims in the Licensed Patent RightsLICENSED PATENT RIGHTS; b) in any such suit, enjoin infringement and collect for its use, damages, profits, and awards of whatever nature recoverable for such infringement; and (c) settle any claim or suit for infringement of the Licensed Patent Rights provided, however, that PHS and appropriate Government GOVERNMENT authorities shall have the first right to take such actions. If Licensee LICENSEE desires to initiate a suit for patent infringement, Licensee LICENSEE shall notify PHS in writing. If PHS does not notify Licensee LICENSEE of its intent to pursue legal action within ninety (90) days, Licensee shall LICENSEE will be free to initiate suit. PHS shall have a continuing right to intervene in such suit. Licensee LICENSEE shall take no action to compel the Government GOVERNMENT either to initiate or to join in any such suit for patent infringement. Licensee LICENSEE may request the Government GOVERNMENT to initiate or join in any such suit if necessary to avoid dismissal of the suit. Should the Government GOVERNMENT be made a party to any such suit, Licensee LICENSEE shall reimburse the Government GOVERNMENT for any costs, expenses, or fees which the Government GOVERNMENT incurs as a result of such motion or other action, including any and all costs incurred by the Government GOVERNMENT in opposing any such motion or other action. In all cases, Licensee LICENSEE agrees to keep PHS reasonably apprised of the status and progress of any litigation. Before Licensee LICENSEE commences an infringement action, Licensee LICENSEE shall notify PHS and give careful consideration to the views of PHS and to any potential effects of the litigation on the public health in deciding whether to bring suit.. PHS Patent License Agreement-Exclusive CONFIDENTIAL L-180-97/0 Model 980611 Page 10 of 38 Final GenVec, Inc. January 7, 2000 11.03 In the event that a declaratory judgment action alleging invalidity or non non-infringement of any of the Licensed Patent Rights LICENSED PATENT RIGHTS shall be brought against Licensee LICENSEE or raised by way of counterclaim or affirmative defense in an infringement suit brought by Licensee LICENSEE under Paragraph 11.02, pursuant to this Agreement AGREEMENT and the provisions of Chapter 29 of Xxxxx Txxxx 00, Xxxxxx Xxxxxx Code or other statutes, Licensee LICENSEE may: a) defend the suit in its own name, at its own expense, and on its own behalf for presumably valid claims in the Licensed Patent RightsLICENSED PATENT RIGHTS; b) in any such suit, ultimately to enjoin infringement and to collect for its use, damages, profits, and awards of whatever nature recoverable for such infringement; and c) settle any claim or suit for declaratory judgment involving the Licensed Patent Rights LICENSED PATENT RIGHTS-provided, however, that PHS and appropriate Government GOVERNMENT authorities shall have the first right to take such actions and shall have a continuing right to intervene in such suit. If PHS does not notify Licensee LICENSEE of its intent to respond to the legal action within a reasonable time, Licensee shall LICENSEE will be free to do so. Licensee LICENSEE shall take no action to compel the Government GOVERNMENT either to initiate or to join in any such declaratory judgment action. Licensee LICENSEE may request the Government GOVERNMENT to initiate or to join any such suit if necessary to avoid dismissal of the suit. Should the Government GOVERNMENT be made a party to any such suit by motion or any other action of LicenseeLICENSEE, Licensee LICENSEE shall reimburse the Government GOVERNMENT for any costs, expenses, or fees, fees which the Government GOVERNMENT incurs as a result of such motion or other action. PHS agrees to submit a report to Licensee detailing these costs, expenses or fees within sixty (60) days of their verification and approval by PHS. If Licensee LICENSEE elects not to defend against such declaratory judgment action, PHS, at its option, may do so at its own expense. In all cases, Licensee LICENSEE agrees to keep PHS reasonably apprised of the status and progress of any litigation. Before Licensee LICENSEE commences an infringement action, Licensee LICENSEE shall notify PHS and give careful consideration to the views of PHS and to any potential effects of the litigation on the public health in deciding whether to bring suit. 11.04 In any action under Paragraphs 11.02 or 11.03, the expenses including costs, fees, attorney fees, and disbursements, shall be paid by LicenseeLICENSEE. The value of any recovery made by Licensee LICENSEE through court judgment or settlement shall be treated as Net Sales NET SALES and subject to earned royalties. 11.05 PHS shall cooperate fully with Licensee LICENSEE in connection with any action under Paragraphs 11.02 or 11.03. PHS agrees promptly to provide access to all necessary documents and to render reasonable assistance in response to a request by LicenseeLICENSEE.

INFRINGEMENT AND PATENT ENFORCEMENT. 11.01 PHS 11.1 The NIH and the Licensee agree to notify each other promptly of each infringement or possible infringement of the Licensed Patent Rights, as well as as, any facts which may affect the validity, scope, or enforceability of the Licensed Patent Rights of which either Party party becomes aware. 11.02 11.2 Pursuant to this Agreement and the provisions of 35 U.S.C. Chapter 29 of title 3529, United States Code, the Licensee may: : (a) bring suit in its own name, at its own expense, and on its own behalf for infringement of presumably valid claims in the Licensed Patent Rights; ; (b) in any such suit, enjoin infringement and collect for its use, damages, profits, and awards of whatever nature recoverable for such the infringement; and or (c) settle any claim or suit for infringement of the Licensed Patent Rights provided, however, that PHS the NIH and appropriate Government authorities shall have the first right to take such actions; and A-107-2014 NIH Patent License Agreement--Exclusive CERTAIN CONFIDENTIAL PORTIONS OF THIS EXHIBIT WERE OMITTED AND REPLACED WITH “[***]”. If A COMPLETE VERSION OF THIS EXHIBIT HAS BEEN FILED SEPARATELY WITH THE SECRETARY OF THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO AN APPLICATION REQUESTING CONFIDENTIAL TREATMENT PURSUANT TO RULE 24B-2 PROMULGATED UNDER THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED. (d) if the Licensee desires to initiate a suit for patent infringement, the Licensee shall notify PHS the NIH in writing. If PHS the NIH does not notify the Licensee of its intent to pursue legal action within ninety (90) days[***], the Licensee shall be free to initiate suit. PHS The NIH shall have a continuing right to intervene in such suitthe suit at its own expense. The Licensee shall take no action to compel the Government either to initiate or to join in any such suit for patent infringement; provided, however, that the Government will participate in the suit if required for legal standing purposes. The Licensee may request the Government to initiate or join in any such suit if necessary to avoid dismissal of the suit. Should the Government be made a party to any such suitsuit brought by the Licensee, the Licensee shall reimburse the Government for any costs, expenses, or fees which the Government incurs as a result of such the motion or other action, including any and all costs incurred by the Government in opposing any such the motion or other action. In all cases, the Licensee agrees to keep PHS the NIH reasonably apprised of the status and progress of any litigation. Before the Licensee commences an infringement action, the Licensee shall notify PHS the NIH and give careful consideration to the views of PHS the NIH and to any potential effects of the litigation on the public health in deciding whether to bring suit. 11.03 11.3 In the event that a declaratory judgment action alleging invalidity or non infringement non‑infringement of any of the Licensed Patent Rights shall be brought against the Licensee or raised by way of counterclaim or affirmative defense in an infringement suit brought by the Licensee under Paragraph 11.0211.2, pursuant to this Agreement and the provisions of 35 U.S.C. Chapter 29 of Xxxxx 00, Xxxxxx Xxxxxx Code or other statutes, the Licensee may: : (a) defend the suit in its own name, at its own expense, and on its own behalf for presumably valid claims in the Licensed Patent Rights; ; (b) in any such suit, ultimately to enjoin infringement and to collect for its use, xxx for damages, profits, and awards of whatever nature recoverable for such the infringement; and and (c) settle any claim or suit for declaratory judgment involving the Licensed Patent Rights provided, however, that PHS the NIH and appropriate Government authorities shall have the first right to take such actions and shall have a continuing right to intervene in such suit. If PHS the suit at its own expense; and (d) if the NIH does not notify the Licensee of its intent to respond to the legal action within a reasonable time, the Licensee shall be free to do so. The Licensee shall take no action to compel the Government either to initiate or to join in any such declaratory judgment action. The Licensee may request the Government to initiate or to join any such suit if necessary to avoid dismissal of the suit. Should the Government be made a party to any such suit by motion or any other action of brought by the Licensee, the Licensee shall reimburse the Government for any costs, expenses, or fees, which the Government incurs as a result of such the motion or other action. PHS agrees to submit a report to Licensee detailing these costs, expenses or fees within sixty (60) days of their verification and approval by PHS. If the Licensee elects not to defend against such the declaratory judgment action, PHSthe NIH, at its option, may do so at its own expense. In all cases, the Licensee agrees to keep PHS the NIH reasonably A-107-2014 NIH Patent License Agreement--Exclusive CERTAIN CONFIDENTIAL PORTIONS OF THIS EXHIBIT WERE OMITTED AND REPLACED WITH “[***]”. A COMPLETE VERSION OF THIS EXHIBIT HAS BEEN FILED SEPARATELY WITH THE SECRETARY OF THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO AN APPLICATION REQUESTING CONFIDENTIAL TREATMENT PURSUANT TO RULE 24B-2 PROMULGATED UNDER THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED. apprised of the status and progress of any litigation. Before the Licensee commences an infringement action, the Licensee shall notify PHS the NIH and give careful consideration to the views of PHS the NIH and to any potential effects of the litigation on the public health in deciding whether to bring suit. 11.04 In 11.4 Except as otherwise set forth above, in any action under Paragraphs 11.02 11.2 or 11.03, 11.3 the expenses including costs, fees, attorney fees, and disbursements, shall be paid by Licensee. [***] 11.5 The value of any recovery made by Licensee through court judgment or settlement shall be treated as Net Sales and subject to earned royalties. 11.05 PHS NIH shall cooperate fully with Licensee [***] in connection with any action under Paragraphs 11.02 11.2 or 11.03. PHS agrees promptly to provide access to all necessary documents and to render reasonable assistance in response to a request by Licensee11.

INFRINGEMENT AND PATENT ENFORCEMENT. 11.01 PHS 11.1 The NIH and the Licensee agree to notify each other promptly of each infringement or possible infringement of the Licensed Patent Rights, as well as as, any facts which may affect the validity, scope, or enforceability of the Licensed Patent Rights of which either Party party becomes aware. 11.02 11.2 Pursuant to this Agreement and the provisions of 35 U.S.C. Chapter 29 of title 3529, United States Code, the Licensee may: : (a) bring suit in its own name, at its own expense, and on its own behalf for infringement of presumably valid claims in the Licensed Patent Rights; ; (b) in any such suit, enjoin infringement and collect for its use, damages, profits, and awards of whatever nature recoverable for such the infringement; and or (c) settle any claim or suit for infringement of the Licensed Patent Rights provided, however, that PHS the NIH and appropriate Government authorities shall have the first right to take such actions. If ; and (d) if the Licensee desires to initiate a suit for patent infringement, the Licensee shall notify PHS the NIH in writing. If PHS the NIH does not notify the Licensee of its intent to pursue legal action within ninety (90) days, the Licensee shall be free to initiate suit. PHS The NIH shall have a continuing right to intervene in such the suit. The Licensee shall take no action to compel the Government either to initiate or to join in any such suit for patent infringement. The Licensee may request the Government to initiate or join in any such suit if necessary to avoid dismissal of the suit. Should the Government be made a party to any such suit, the Licensee shall reimburse the Government for any costs, expenses, or fees which the Government incurs as a result of such the motion or other action, including any and all costs incurred by the Government in opposing any such the motion or other action. In all cases, the Licensee agrees to keep PHS the NIH reasonably apprised of the status and progress of any litigation. Before the Licensee commences an infringement action, the Licensee shall notify PHS the NIH and give careful consideration to the views of PHS the NIH and to any potential effects of the litigation on the public health in deciding whether to bring suit.. NIH Patent License Agreement--Exclusive Model 10-2005 (updated 8-2012) Page 11 of 28 Final Lion Biotechnologies, Inc. February 2, 2015 03424-0001 266291.2 11.03 11.3 In the event that a declaratory judgment action alleging invalidity or non non-infringement of any of the Licensed Patent Rights shall be brought against the Licensee or raised by way of counterclaim or affirmative defense in an infringement suit brought by the Licensee under Paragraph 11.0211.2, pursuant to this Agreement and the provisions of Chapter 35 U.S.C. Part 29 of Xxxxx 00, Xxxxxx Xxxxxx Code or other statutes, the Licensee may: : (a) defend the suit in its own name, at its own expense, and on its own behalf for presumably valid claims in the Licensed Patent Rights; ; (b) in any such suit, ultimately to enjoin infringement and to collect for its use, damages, profits, and awards of whatever nature recoverable for such the infringement; and and (c) settle any claim or suit for declaratory judgment involving the Licensed Patent Rights Rights-provided, however, that PHS the NIH and appropriate Government authorities shall have the first right to take such these actions and shall have a continuing right to intervene in such the suit. If PHS ; and (d) if the NIH does not notify the Licensee of its intent to respond to the legal action within a reasonable time, the Licensee shall be free to do so. The Licensee shall take no action to compel the Government either to initiate or to join in any such declaratory judgment action. The Licensee may request the Government to initiate or to join any such suit if necessary to avoid dismissal of the suit. Should the Government be made a party to any such suit by motion or any other action of the Licensee, the Licensee shall reimburse the Government for any costs, expenses, or fees, which the Government incurs as a result of such the motion or other action. PHS agrees to submit a report to Licensee detailing these costs, expenses or fees within sixty (60) days of their verification and approval by PHS. If the Licensee elects not to defend against such the declaratory judgment action, PHSthe NIH, at its option, may do so at its own expense. In all cases, the Licensee agrees to keep PHS the NIH reasonably apprised of the status and progress of any litigation. Before the Licensee commences an infringement action, the Licensee shall notify PHS the NIH and give careful consideration to the views of PHS the NIH and to any potential effects of the litigation on the public health in deciding whether to bring suit. 11.04 11.4 In any action under Paragraphs 11.02 11.2 or 11.03, 11.3 the expenses including costs, fees, attorney fees, and disbursements, shall be paid by the Licensee. The value of any recovery made by the Licensee through court judgment or settlement actually collected shall first be applied by Licensee to reimburse it for all of its costs and expenses (including attorneys’ fees, expert witness fees, and any reimbursement payments made to NIH or the Government) and the balance shall be treated as Net Sales and subject to earned royaltiesroyalties as provided in Appendix C when and as collected. 11.05 PHS 11.5 The NIH shall cooperate fully with the Licensee in connection with any action under Paragraphs 11.02 11.2 or 11.03. PHS agrees promptly to provide access to all necessary documents and to render reasonable assistance in response to a request by Licensee11.

INFRINGEMENT AND PATENT ENFORCEMENT. 11.01 12.01 PHS and Licensee agree to notify each other promptly of each infringement or possible infringement of the Licensed Patent Rights, as well as any facts which may affect the validity, scope, or enforceability of the Licensed Patent Rights of which either Party becomes aware. 11.02 12.02 Pursuant to this Agreement and the provisions of Chapter 29 of title 35, United States Code, Licensee may: may a) bring suit in its own name, at its own expense, and on its own behalf for infringement of presumably valid claims in the Licensed Patent Rights; b) in any such suit, enjoin infringement and collect for its use, damages, profits, and awards of whatever nature recoverable for such infringement; and c) settle any claim or suit for infringement of the Licensed Patent Rights provided, however, that PHS and appropriate Government authorities shall have the first right to take such actions[***]. If Licensee desires to initiate a suit for patent infringement, Patent infringement Licensee shall notify PHS in writing. If PHS does not notify Licensee of its intent to pursue legal action within ninety (90) days, Licensee shall be free to initiate suit[***]. PHS shall have a continuing right to intervene in such suit. Licensee shall take no action to compel the Government either to initiate or to join in any such suit for patent Patent infringement. Licensee may request the Government to initiate or join in any such suit if necessary to avoid dismissal of the suit. Should the Government be made a party to any such suit, Licensee shall reimburse the Government for any costs, expenses, or fees which the Government incurs as a result of such motion or other action, including any and all costs incurred by the Government in opposing any a such motion or other action. In all cases, Licensee agrees to keep PHS reasonably apprised of the status and progress of any litigation. Before Licensee commences an infringement action, Licensee shall notify PHS and give careful consideration to the views of PHS and to any potential effects of the litigation on the public health in deciding whether to bring suit. 11.03 12.03 In the event that a declaratory judgment action alleging invalidity or non non-infringement of any of the Licensed Patent Rights shall be brought against Licensee or raised by way of counterclaim or affirmative defense in an infringement suit brought by Licensee under Paragraph 11.0212.02, pursuant to this Agreement and the provisions of Chapter 29 of Xxxxx 00Title 35, Xxxxxx Xxxxxx United States Code or other statutes, Licensee may: may a) defend the suit in its own dexxxx xxx xxxx xx xxx xwn name, at its own expense, and on its own behalf for presumably valid claims in the Licensed Patent Rights; b) in any such suit, ultimately to enjoin infringement and to collect for its use, damages, profits, and awards of whatever nature recoverable for such infringement; and c) settle any claim or suit for declaratory judgment involving the Licensed Patent Rights Rights-provided, however, that PHS and appropriate Government Patent License Agreement authorities shall have the first right to take such actions and shall have a continuing right to intervene in such suit. If PHS does not notify Licensee of its intent to respond to the legal action within a reasonable timesixty (60) days, Licensee shall will be free to do so. Licensee shall take no action to compel the Government either to initiate or to join in any such declaratory judgment action. Licensee may request the Government to initiate or to join any such suit if necessary to avoid dismissal of the suit. Should the Government be made a party to any such suit by motion or any other action of Licensee, Licensee shall reimburse the Government for any costs, expenses, or fees, fees which the Government incurs as a result of such motion or other action. PHS agrees to submit a report to Licensee detailing these costs, expenses or fees within sixty (60) days of their verification and approval by PHS. If Licensee elects not to defend against such declaratory judgment action, PHS, at its option, may do so at its own expense. In all cases, Licensee agrees to keep PHS reasonably apprised of the status and progress of any litigation. Before Licensee commences an infringement action, Licensee shall notify PHS and give careful consideration to the views of PHS and to any potential effects of the litigation on the public health in deciding whether to bring suit. 11.04 12.04 In any action under Paragraphs 11.02 12.02 or 11.0312.03 initiated by Licensee, the expenses including costs, fees, attorney fees, and disbursements, shall be paid by Licensee. The value of any recovery made by Licensee through court judgment or settlement shall be treated as Net Sales and subject to earned royalties[***]. 11.05 12.05 PHS shall cooperate fully with Licensee in connection with any action under Paragraphs 11.02 12.02 or 11.0312.03. PHS agrees promptly to provide access to all necessary documents and to render reasonable assistance in response to a request by Licensee.

INFRINGEMENT AND PATENT ENFORCEMENT. 11.01 PHS 11.1 The NIH and the Licensee agree to notify each other promptly of each infringement or possible infringement of the Licensed Patent Rights, as well as as, any facts which may affect the validity, scope, or enforceability of the Licensed Patent Rights of which either Party party becomes aware. 11.02 11.2 Pursuant to this Agreement and the provisions of 35 U.S.C. Chapter 29 of title 3529, United States Code, the Licensee may: : (a) bring suit in its own name, at its own expense, and on its own behalf for infringement of presumably valid claims in the Licensed Patent Rights; ; (b) in any such suit, enjoin infringement and collect for its use, damages, profits, and awards of whatever nature recoverable for such the infringement; and or (c) settle any claim or suit for infringement of the Licensed Patent Rights provided, however, that PHS the NIH and appropriate Government authorities shall have the first right to take such actions. If ; and (d) if the Licensee desires to initiate a suit for patent infringement, the Licensee shall notify PHS the NIH in writing. If PHS the NIH does not notify the Licensee of its intent to pursue legal action within ninety (90) days, the Licensee shall be free to initiate suit. PHS The NIH shall have a continuing right to intervene in such the suit. The Licensee shall take no action to compel the Government either to initiate or to join in any such suit for patent infringement. The Licensee may request the Government to initiate or join in any such suit if necessary to avoid dismissal of the suit. Should the Government be made a party to any such suit, the Licensee shall reimburse the Government for any costs, expenses, or fees which the Government incurs as a result of such the motion or other action, including any and all costs incurred by the Government in opposing any such the motion or other action. In all cases, the Licensee agrees to keep PHS the NIH reasonably apprised of the status and progress of any litigation. Before the Licensee commences an infringement action, the Licensee shall notify PHS the NIH and give careful consideration to the views of PHS the NIH and to any potential effects of the litigation on the public health in deciding whether to bring suit.. NIH Patent License Agreement—Exclusive Model 10-2005 (updated 8-2012) Page 13 of 31 Final Lion Biotechnologies, Inc. February 4, 2015 11.03 11.3 In the event that a declaratory judgment action alleging invalidity or non non-infringement of any of the Licensed Patent Rights shall be brought against the Licensee or raised by way of counterclaim or affirmative defense in an infringement suit brought by the Licensee under Paragraph 11.0211.2, pursuant to this Agreement and the provisions of Chapter 35 U.S.C. Part 29 of Xxxxx 00, Xxxxxx Xxxxxx Code or other statutes, the Licensee may: : (a) defend the suit in its own name, at its own expense, and on its own behalf for presumably valid claims in the Licensed Patent Rights; ; (b) in any such suit, ultimately to enjoin infringement and to collect for its use, damages, profits, and awards of whatever nature recoverable for such the infringement; and and (c) settle any claim or suit for declaratory judgment involving the Licensed Patent Rights Rights-provided, however, that PHS the NIH and appropriate Government authorities shall have the first right to take such these actions and shall have a continuing right to intervene in such the suit. If PHS ; and (d) if the NIH does not notify the Licensee of its intent to respond to the legal action within a reasonable time, the Licensee shall be free to do so. The Licensee shall take no action to compel the Government either to initiate or to join in any such declaratory judgment action. The Licensee may request the Government to initiate or to join any such suit if necessary to avoid dismissal of the suit. Should the Government be made a party to any such suit by motion or any other action of the Licensee, the Licensee shall reimburse the Government for any costs, expenses, or fees, which the Government incurs as a result of such the motion or other action. PHS agrees to submit a report to Licensee detailing these costs, expenses or fees within sixty (60) days of their verification and approval by PHS. If the Licensee elects not to defend against such the declaratory judgment action, PHSthe NIH, at its option, may do so at its own expense. In all cases, the Licensee agrees to keep PHS the NIH reasonably apprised of the status and progress of any litigation. Before the Licensee commences an infringement action, the Licensee shall notify PHS the NIH and give careful consideration to the views of PHS the NIH and to any potential effects of the litigation on the public health in deciding whether to bring suit. 11.04 11.4 In any action under Paragraphs 11.02 11.2 or 11.03, 11.3 the expenses including costs, fees, attorney fees, and disbursements, shall be paid by the Licensee. The value of any recovery made by the Licensee through court judgment or settlement actually collected shall first be applied by Licensee to reimburse it for all of its costs and expenses (including attorneys’ fees, expert witness fees, and any reimbursement payments made to NIH or the Government) and the balance shall be treated as Net Sales and subject to earned royaltiesroyalties as provided in Appendix C when and as collected. 11.05 PHS 11.5 The NIH shall cooperate fully with the Licensee in connection with any action under Paragraphs 11.02 11.2 or 11.03. PHS agrees promptly to provide access to all necessary documents and to render reasonable assistance in response to a request by Licensee11.

INFRINGEMENT AND PATENT ENFORCEMENT. 11.01 PHS 11.1 The NIH and the Licensee agree to notify each other promptly of each infringement or possible infringement of the Licensed Patent Rights, as well as as, any facts which may affect the validity, scope, or enforceability of the Licensed Patent Rights of which either Party party becomes aware. 11.02 11.2 Pursuant to this Agreement and the provisions of Chapter 29 of title 3535 U.S.C. Part 29, United States Code, the Licensee may: : (a) bring suit in its own name, at its own expense, and on its own behalf for infringement of presumably valid claims in the Licensed Patent Rights; ; (b) in any such suit, enjoin infringement and collect for its use, damages, profits, and awards of whatever nature recoverable for such the infringement; and or (c) settle any claim or suit for infringement of the Licensed Patent Rights provided, however, that PHS the NIH and appropriate Government authorities shall have the first right to take such actions. ; and (d) If the Licensee desires to initiate a suit for patent infringement, the Licensee shall notify PHS the NIH in writing. If PHS the NIH does not notify the Licensee of its intent to pursue legal action within ninety (90) days, the Licensee shall be free to initiate suit. PHS The NIH shall have a continuing right to intervene in such the suit. The Licensee shall take no action to compel the Government either to initiate or to join in any such suit for patent infringement. The Licensee may request the Government to initiate or join in any such suit if necessary to avoid dismissal of the suit. Should the Government be made a party to any such suit, the Licensee shall reimburse the Government for any costs, expenses, or fees which the Government incurs as a result of such the motion or other action, including any and all costs incurred by the Government in opposing any such the motion or other action. In all cases, the Licensee agrees to keep PHS the NIH reasonably apprised of the status and progress of any litigation. Before the Licensee commences an infringement action, the Licensee shall notify PHS the NIH and give careful consideration to the views of PHS the NIH and to any potential effects of the litigation on the public health in deciding whether to bring suit. 11.03 11.3 In the event that a declaratory judgment action alleging invalidity or non non-infringement of any of the Licensed Patent Rights shall be brought against the Licensee or raised by way of counterclaim or affirmative defense in an infringement suit brought by the Licensee under Paragraph 11.0211.2, pursuant to this Agreement and the provisions of Chapter 35 U.S.C. Part 29 of Xxxxx 00, Xxxxxx Xxxxxx Code or other statutes, the Licensee may: : (a) defend the suit in its own name, at its own expense, and on its own behalf for presumably valid claims in the Licensed Patent Rights; ; (b) in any such suit, ultimately to enjoin infringement and to collect for its use, damages, profits, and awards of whatever nature recoverable for such the infringement; and and (c) settle any claim or suit for declaratory judgment involving the Licensed Patent Rights Rights-provided, however, that PHS the NIH and appropriate Government authorities shall have the first right to take such these actions and shall have a continuing right to intervene in such the suit. ; and (d) If PHS the NIH does not notify the Licensee of its intent to respond to the legal action within a reasonable time, the Licensee shall be free to do so. The Licensee shall take no action to compel the Government either to initiate or to join in any such declaratory judgment action. The Licensee may request the Government to initiate or to join any such suit if necessary to avoid dismissal of the suit. Should the Government be made a party to any such suit by motion or any other action of the Licensee, the Licensee shall reimburse the Government for any costs, expenses, or fees, which the Government incurs as a result of such the motion or other action. PHS agrees to submit a report to Licensee detailing these costs, expenses or fees within sixty (60) days of their verification and approval by PHS. If the Licensee elects not to defend against such the declaratory judgment action, PHSthe NIH, at its option, may do so at its own expense. In all cases, the Licensee agrees to keep PHS the NIH reasonably apprised of the status and progress of any litigation. Before the Licensee commences an infringement action, the Licensee shall notify PHS the NIH and give careful consideration to the views of PHS the NIH and to any potential effects of the litigation on the public health in deciding whether to bring suit. 11.04 11.4 In any action under Paragraphs 11.02 11.2 or 11.03, 11.3 the expenses including costs, fees, attorney fees, and disbursements, shall be paid by the Licensee. The value of any recovery made by the Licensee through court judgment or settlement shall be treated as Net Sales and subject to earned royalties. 11.05 PHS 11.5 The NIH shall cooperate fully with the Licensee in connection with any action under Paragraphs 11.02 or 11.03. PHS agrees promptly to provide access to all necessary documents and to render reasonable assistance in response to a request by Licensee.Paragraphs

INFRINGEMENT AND PATENT ENFORCEMENT. 11.01 PHS 11.1 The IC and the Licensee agree to notify each other promptly of each infringement or possible infringement of the Licensed Patent Rights, as well as as, any facts which may would be reasonably expected to affect the validity, scope, or enforceability of the Licensed Patent Rights of which either Party party becomes aware. 11.02 11.2 Pursuant to this Agreement and the provisions of 35 U.S.C. Chapter 29 of title 3529, United States Code, the Licensee may: : (a) bring suit in its own name, at its own expense, and on its own behalf for infringement of presumably valid claims in the Licensed Patent Rights; ; (b) in any such suit, enjoin infringement and collect for its use, damages, profits, and awards of whatever nature recoverable for such the infringement; and or (c) settle any claim or suit for infringement of the Licensed Patent Rights provided, however, that PHS the IC and appropriate Government authorities shall have the first right to take such actions. If ; and (d) if the Licensee desires to initiate a suit for patent infringement, the Licensee shall notify PHS the IC in writing. If PHS the IC does not notify the Licensee of its intent to pursue legal action within ninety (90) days[***], the Licensee shall be free to initiate suit. PHS The IC shall have a continuing right to intervene in such the suit. The Licensee shall take no action to compel the Government either to initiate or to join in any such suit for patent infringement. The Licensee may request the Government to initiate or join in any such suit if necessary to avoid dismissal of the suit. Should the Government be made a party to any such suit, Licensee shall reimburse the Government for [***] any costs, expenses, or fees which the Government incurs as a result of such the motion or other action, including any and all costs incurred by the Government in opposing any such the motion or other action. In all cases, the Licensee agrees to keep PHS the IC reasonably apprised of the status and progress of any litigation. Before the Licensee commences an infringement action, the Licensee shall notify PHS the IC and give careful consideration to the views of PHS the IC and to any potential effects of the litigation on the public health in deciding whether to bring suit. 11.03 In the event that a declaratory judgment action alleging invalidity or non infringement of any of the Licensed Patent Rights shall be brought against Licensee or raised by way of counterclaim or affirmative defense in an infringement suit brought by Licensee under Paragraph 11.02, pursuant to this Agreement and the provisions of Chapter 29 of Xxxxx 00, Xxxxxx Xxxxxx Code or other statutes, Licensee may: a) defend the suit in its own name, at its own expense, and on its own behalf for presumably valid claims in the Licensed Patent Rights; b) in any such suit, ultimately to enjoin infringement and to collect for its use, damages, profits, and awards of whatever nature recoverable for such infringement; and c) settle any claim or suit for declaratory judgment involving the Licensed Patent Rights provided, however, that PHS and appropriate Government authorities shall have the first right to take such actions and shall have a continuing right to intervene in such suit. If PHS does not notify Licensee of its intent to respond to the legal action within a reasonable time, Licensee shall be free to do so. Licensee shall take no action to compel the Government either to initiate or to join in any such declaratory judgment action. Licensee may request the Government to initiate or to join any such suit if necessary to avoid dismissal of the suit. Should the Government be made a party to any such suit by motion or any other action of Licensee, Licensee shall reimburse the Government for any costs, expenses, or fees, which the Government incurs as a result of such motion or other action. PHS agrees to submit a report to Licensee detailing these costs, expenses or fees within sixty (60) days of their verification and approval by PHS. If Licensee elects not to defend bring an action to enforce any Licensed Patent Rights against such declaratory judgment actionany infringement, PHSthe IC, at its option, may do so at its own expense. In all cases, Licensee agrees to keep PHS reasonably apprised of the status and progress of any litigation. Before Licensee commences an infringement action, Licensee shall notify PHS and give careful consideration to the views of PHS and to any potential effects of the litigation on the public health in deciding whether to bring suit. 11.04 In any action under Paragraphs 11.02 or 11.03, the expenses including costs, fees, attorney fees, and disbursements, shall be paid by Licensee. The value of any recovery made by Licensee through court judgment or settlement shall be treated as Net Sales and subject to earned royalties. 11.05 PHS shall cooperate fully with Licensee in connection with any action under Paragraphs 11.02 or 11.03. PHS agrees promptly to provide access to all necessary documents and to render reasonable assistance in response to a request by Licensee.

INFRINGEMENT AND PATENT ENFORCEMENT. 11.01 9.01 PHS and Licensee agree to notify each other promptly of each infringement or possible infringement of the Licensed Patent Rightsinfringement, as well as any facts which may affect the validity, scope, or enforceability of the Licensed Patent Rights of which either Party becomes aware. 11.02 Pursuant 9.02 If PHS has been unable to this Agreement and eliminate a substantial infringement within one (1) year of written notification to the provisions Office of Chapter 29 Technology Transfer from Licensee of title 35, United States Code, Licensee may: a) bring suit in its own name, at its own expense, and on its own behalf for infringement the existence of presumably valid claims in the Licensed Patent Rights; b) in any such suit, enjoin a substantial infringement and collect for its use, damages, profits, and awards of whatever nature recoverable for such infringement; and c) settle any claim or suit for has not instituted infringement of the Licensed Patent Rights provided, however, that PHS and appropriate Government authorities shall have the first right to take such actions. If Licensee desires to initiate a suit for patent infringement, Licensee shall notify PHS in writing. If PHS does not notify Licensee of its intent to pursue legal action within ninety (90) dayslitigation, Licensee shall be free excused from the payment of the minimum annual royalty and earned royalties in any country in which the substantial infringement continues to initiate suitoccur. Thereafter, when the substantial infringement has ceased or an infringement suit has been initiated, PHS shall have a continuing right so notify the Licensee in writing, at which time Licensee’s obligation to intervene in pay such suit. Licensee royalties shall take no action to compel the Government either to initiate or to join in any such suit for patent infringement. Licensee may request the Government to initiate or join in any such suit if necessary to avoid dismissal resume as of the suit. Should the Government be made a party to any such suit, Licensee shall reimburse the Government for any costs, expenses, or fees which the Government incurs as a result date of such motion or other action, including any and all costs incurred by the Government in opposing any such motion or other action. In all cases, Licensee agrees to keep PHS reasonably apprised of the status and progress of any litigation. Before Licensee commences an infringement action, Licensee shall notify PHS and give careful consideration to the views of PHS and to any potential effects of the litigation on the public health in deciding whether to bring suitnotification. 11.03 9.03 In the event that a declaratory judgment action alleging invalidity or non infringement of any of the Licensed Patent Rights shall be brought against PHS, PHS agrees to notify Licensee or raised by way of counterclaim or affirmative defense in that an infringement suit brought by Licensee under Paragraph 11.02, pursuant to this Agreement and the provisions of Chapter 29 of Xxxxx 00, Xxxxxx Xxxxxx Code or other statutes, Licensee may: a) defend the suit in its own name, at its own expense, and on its own behalf for presumably valid claims in the Licensed Patent Rights; b) in any such suit, ultimately to enjoin infringement and to collect for its use, damages, profits, and awards of whatever nature recoverable for such infringement; and c) settle any claim or suit for declaratory judgment involving the Licensed Patent Rights provided, however, that PHS and appropriate Government authorities shall have the first right to take such actions and shall have a continuing right to intervene in such suitaction alleging invalidity has been brought. If PHS does not notify Licensee of its intent to respond to the represent that it will commence legal action within to defend against a reasonable time, Licensee shall be free to do sodeclaratory action alleging invalidity. Licensee shall take no action to compel the Government either to initiate or to join in any such declaratory judgment action. Licensee may request the Government to initiate or to join any such suit if necessary to avoid dismissal of the suit. Should the Government be made a party to any such suit by motion or any other action of Licensee, Licensee shall reimburse the Government for any costs, expenses, or fees, fees which the Government incurs as a result of its defending against such motion or other action. PHS agrees to submit a report to Licensee detailing these costs, expenses or fees within sixty (60) days of their verification and approval by PHS. If Licensee elects not to defend against such declaratory judgment action, PHS, at its option, may do so at its own expense. In all cases, Licensee agrees to keep PHS reasonably apprised of the status and progress of any litigation. Before Licensee commences an infringement action, Licensee shall notify PHS and give careful consideration to the views of PHS and to any potential effects of the litigation on the public health in deciding whether to bring suit. 11.04 In any action under Paragraphs 11.02 or 11.03, the expenses including costs, fees, attorney fees, and disbursements, shall be paid by Licensee. The value of any recovery made by Licensee through court judgment or settlement shall be treated as Net Sales and subject to earned royalties. 11.05 PHS shall cooperate fully with Licensee in connection with any action under Paragraphs 11.02 or 11.03. PHS agrees promptly to provide access to all necessary documents and to render reasonable assistance taken in response to the motion. Upon Licensee’s payment of all costs incurred by the Government as a request result of Licensee’s joinder motion or other action, these actions by LicenseeLicensee will not be considered a default in the performance of any material obligation under this Agreement.

INFRINGEMENT AND PATENT ENFORCEMENT. 11.01 PHS 11.1 The IC and the Licensee agree to notify each other promptly of each infringement or possible infringement of the Licensed Patent Rights, as well as as, any facts which may affect the validity, scope, or enforceability of the Licensed Patent Rights of which either Party party becomes aware.. A-440-2021 NIH Patent License Agreement--Exclusive Model 10-2015 Page 16 of 28 [Draft v1] [Sana] [12/16/2021] 11.02 11.2 Pursuant to this Agreement and the provisions of 35 U.S.C. Chapter 29 of title 3529, United States Code, the Licensee may: : (a) bring suit in its own name, at its own expense, and on its own behalf for infringement of presumably valid claims in the Licensed Patent Rights; ; (b) in any such suit, enjoin infringement and collect for its use, damages, profits, and awards of whatever nature recoverable for such the infringement; and or (c) settle any claim or suit for infringement of the Licensed Patent Rights provided, however, that PHS the IC and appropriate Government authorities shall have the first right to take such actions. If ; and (d) if the Licensee desires to initiate a suit for patent infringement, the Licensee shall notify PHS the IC in writing. If PHS the IC does not notify the Licensee of its intent to pursue legal action within ninety (90) days[***] days after receipt of Licensee’s notice, the Licensee shall be free to initiate suit. PHS The IC shall have a continuing right to intervene in such the suit. The Licensee shall take no action to compel the Government either to initiate or to join in any such suit for patent infringement, other than to the extent required to enable the Licensee to enforce the Licensed Patent Rights in accordance with this Article 11. The Licensee may request the Government to initiate or join in any such suit if necessary to avoid dismissal of the suit, and the Government shall not unreasonably deny Licensee’s request. Should the Government be made a party to any such suit, the Licensee shall reimburse the Government for any costs, expenses, or fees which the Government incurs as a result of such motion or other actionthe suit, including any and all costs incurred by the Government in opposing any such the motion or other action. In all cases, the Licensee agrees to keep PHS the IC reasonably apprised of the status and progress of any litigationsuit. Before the Licensee commences an infringement action, the Licensee shall notify PHS the IC and give careful consideration to the views of PHS the IC and to any potential effects of the litigation on the public health in deciding whether to bring suit. 11.03 11.3 In the event that a declaratory judgment action alleging invalidity or non infringement non‑infringement of any of the Licensed Patent Rights shall be brought against the Licensee or raised by way of counterclaim or affirmative defense in an infringement suit brought by the Licensee under Paragraph 11.0211.2, pursuant to this Agreement and the provisions of 35 U.S.C. Chapter 29 of Xxxxx 00, Xxxxxx Xxxxxx Code or other statutes, the Licensee may: : (a) defend the suit in its own name, at its own expense, and on its own behalf for presumably valid claims in the Licensed Patent Rights; ; (b) in any such suit, ultimately to enjoin infringement and to collect for its any use, damages, profits, and awards of whatever nature recoverable for such the infringement; and and (c) settle any claim or suit for declaratory judgment involving the Licensed Patent Rights Rights-provided, however, that PHS the IC and appropriate Government authorities shall have the first right to take such these actions and shall have a continuing right to intervene in such the suit. If PHS ; and A- 440-2021 NIH Patent License Agreement--Exclusive Model 10-2015 Page 17 of 28 [Draft v1] [Sana] [12/16/2021] (d) if the IC does not notify the Licensee of its intent to respond to the legal action within a reasonable time, the Licensee shall be free to do so. The Licensee shall take no action to compel the Government either to initiate or to join in any such declaratory judgment action. The Licensee may request the Government to initiate or to join any such suit if necessary to avoid dismissal of the suitsuit and the Government shall not unreasonably deny Licensee’s request. Should the Government be made a party to any such suit by motion or any other action of the Licensee, Licensee shall reimburse the Government for any costs, expenses, or fees, which the Government incurs as a result of such motion or other action. PHS agrees to submit a report to Licensee detailing these costs, expenses or fees within sixty (60) days of their verification and approval by PHS[***]. If the Licensee elects not to defend against such the declaratory judgment action, PHSthe IC, at its option, may do so at its own expense. In all cases, the Licensee agrees to keep PHS the IC reasonably apprised of the status and progress of any litigation. Before the Licensee commences an infringement action, the Licensee shall notify PHS the IC and give careful consideration to the views of PHS the IC and to any potential effects of the litigation on the public health in deciding whether to bring suit. 11.04 11.4 In any action under Paragraphs 11.02 11.2 or 11.03, 11.3 the expenses including costs, fees, attorney fees, and disbursements, shall be paid by Licensee[***]. The value of any recovery made by Licensee through court judgment or settlement shall be treated as Net Sales and subject to earned royalties[***]. 11.05 PHS 11.5 The IC shall cooperate fully with the Licensee in connection with any action under Paragraphs 11.02 11.2 or 11.03. PHS agrees promptly to provide access to all necessary documents and to render reasonable assistance in response to a request by Licensee11.

INFRINGEMENT AND PATENT ENFORCEMENT. 11.01 PHS 11.1 The NIH and the Licensee agree to notify each other promptly of each infringement or possible infringement of the Licensed Patent Rights, as well as as, any facts which may affect the validity, scope, or enforceability of the Licensed Patent Rights of which either Party party becomes aware. 11.02 11.2 Pursuant to this Agreement and the provisions of Chapter 29 of title 3535 U.S.C. Chanter 29, United States Code, the Licensee may: : (a) bring suit in its own name, at its own expense, and on its own behalf for infringement of presumably valid claims in the Licensed Patent Rights; ; (b) in any such suit, enjoin infringement and collect for its use, damages, profits, and awards of whatever nature recoverable for such the infringement; and or (c) settle any claim or suit for infringement of the Licensed Patent Rights provided, however, that PHS the NIH and appropriate Government authorities shall have the first right to take such actions. ; and (d) If the Licensee desires to initiate a suit for patent infringement, the Licensee shall notify PHS the NIH in writing. If PHS the NIH does not notify the Licensee of its intent to pursue legal action within ninety (90) days, the Licensee shall be he free to initiate suit. PHS The NIH shall have a continuing right to intervene in such the suit. The Licensee shall take no action to compel the Government either to initiate or to join in any such suit for patent infringement. The Licensee may request the Government to initiate or join in any such suit if necessary to avoid dismissal of the suit. Should the Government be made a party to any such suit, the Licensee shall reimburse the Government for any costs, expenses, or fees which the Government incurs as a result of such the motion or other action, including any and all costs incurred by the Government in opposing any such the motion or other action. In all cases, the Licensee agrees to keep PHS the NIH reasonably apprised of the status and progress of any litigation. Before the Licensee commences an infringement action, the Licensee shall notify PHS the NIH and give careful consideration to the views of PHS the NIH and to any potential effects of the litigation on the public health in deciding whether to bring suit. 11.03 11.3 In the event that a declaratory judgment action alleging invalidity or non non-infringement of any of the Licensed Patent Rights shall be brought against the Licensee or raised by way of counterclaim or affirmative defense in an infringement suit brought by the Licensee under Paragraph 11.0211.2, pursuant to this Agreement and the provisions of 35 U.S.C. Chapter 29 of Xxxxx 00, Xxxxxx Xxxxxx Code or other statutes, the Licensee may: : (a) defend the suit in its own name, at its own expense, and on its own behalf for presumably valid claims in the Licensed Patent Rights; ; (b) in any such suit, ultimately to enjoin infringement and to collect for its use, damages, profits, and awards of whatever nature recoverable for such the infringement; and and (c) settle any claim or suit for declaratory judgment involving the Licensed Patent Rights provided, however, that PHS the NIH and appropriate Government authorities shall have the first right to take such these actions and shall have a continuing right to intervene in such the suit. ; and (d) If PHS the NIH does not notify the Licensee of its intent to respond to the legal action within a reasonable time, the Licensee shall be free to do so. The Licensee shall take no action to compel the Government either to initiate or to join in any such declaratory judgment action. The Licensee may request the Government to initiate or to join any such suit if necessary to avoid dismissal of the suit. Should the Government be made a party to any such suit by motion or any other action of the Licensee, the Licensee shall reimburse the Government for any costs, expenses, or fees, which the Government incurs as a result of such the motion or other action. PHS agrees to submit a report to Licensee detailing these costs, expenses or fees within sixty (60) days of their verification and approval by PHS. If the Licensee elects not to defend against such the declaratory judgment action, PHSthe NIH, at its option, may do so at its own expense. In all cases, the Licensee agrees to keep PHS the NIH reasonably apprised of the status and progress of any litigation. Before the Licensee commences an infringement action, the Licensee shall notify PHS the NIH and give careful consideration to the views of PHS the NIH and to any potential effects of the litigation on the public health in deciding whether to bring suit. 11.04 11.4 In any action under Paragraphs 11.02 11.2 or 11.03, 11.3 the expenses including costs, fees, attorney fees, and disbursements, shall be paid by the Licensee. The value of any recovery made by the Licensee through court judgment or settlement shall be treated as Net Sales and subject to earned royalties. 11.05 PHS 11.5 The NIH shall cooperate fully with the Licensee in connection with any action under Paragraphs 11.02 11.2 or 11.03. PHS agrees promptly to provide access to all necessary documents and to render reasonable assistance in response to a request by Licensee11.

INFRINGEMENT AND PATENT ENFORCEMENT. 11.01 PHS and Licensee agree to notify each other promptly of each infringement or possible infringement of the Licensed Patent Rights, as well as any facts which may affect the validity, scope, or enforceability of the Licensed Patent Rights of which either Party becomes aware. 11.02 Pursuant to this Agreement and the provisions of Chapter 29 of title 35, United States Code, Licensee may: a) bring suit in its own name, at its own expense, and on its own behalf for infringement of presumably valid claims in the Licensed Patent Rights; b) in any such suit, enjoin infringement and collect for its use, damages, profits, and awards of whatever nature recoverable for such infringement; and c) settle any claim or suit for infringement of the Licensed Patent Rights provided, however, that PHS and appropriate Government authorities shall have the first right to take such actions. If Licensee desires to initiate a suit for patent infringement, Licensee shall notify PHS in writing. If PHS does not notify Licensee of its intent to pursue legal action within ninety forty five (9045) days, Licensee shall will be free to initiate suit. suit PHS shall have a continuing right to intervene in such suit. Licensee shall take no action to compel the Government either to initiate or to join in any such suit for patent infringement. Licensee may request the Government to initiate or join in any such suit if necessary to avoid dismissal of the suit. Should the Government be made a party to any such suitsuit at the request of the Licensee, Licensee shall reimburse the Government for any costs, expenses, or fees which the Government incurs as a result of such motion or other action, including any and all costs incurred by the Government in opposing any such motion or other action. In all cases, Licensee agrees to keep PHS reasonably apprised of the status and progress of any litigation. Before Licensee commences an infringement action, Licensee shall notify PHS and give careful consideration to the views of PHS and to any potential effects of the litigation on the public health in deciding whether to bring suit.. PHS Patent License Agreement–Exclusive CONFIDENTIAL A-046-2003 Model 980611a Page 13 of 30 FINAL Brainsway July 7, 2003 11.03 In the event that a declaratory judgment action alleging invalidity or non non-infringement of any of the Licensed Patent Rights shall be brought against Licensee or raised by way of counterclaim or affirmative defense in an infringement suit brought by Licensee under Paragraph 11.02, pursuant to this Agreement and the provisions of Chapter 29 of Xxxxx 00, Xxxxxx Xxxxxx Code or other statutes, Licensee may: a) defend the suit in its own name, at its own expense, and on its own behalf for presumably valid claims in the Licensed Patent Rights; b) in any such suit, ultimately to enjoin infringement and to collect for its use, damages, profits, and awards of whatever nature recoverable for such infringement; and c) settle any claim or suit for declaratory judgment involving the Licensed Patent Rights Rights-provided, however, that PHS and appropriate Government authorities shall have the first right to take such actions and shall have a continuing right to intervene in such suit. If PHS does not notify Licensee of its intent to respond to the legal action within a reasonable timeperiod; which period shall not exceed ninety (90) days, Licensee shall will be free to do so. Licensee shall take no action to compel the Government either to initiate or to join in any such declaratory judgment action. Licensee may request the Government to initiate or to join any such suit if necessary to avoid dismissal of the suit. Should the Government be made a party to any such suit by motion or any other action of Licensee at the Licensee’s request, Licensee shall reimburse the Government for any costs, expenses, or fees, fees which the Government incurs as a result of such motion or other action. PHS agrees to submit a report to Licensee detailing these costs, expenses or fees within sixty (60) days of their verification and approval by PHS. If Licensee elects not to defend against such declaratory judgment action, PHS, at its option, may do so at its own expense. In all cases, Licensee agrees to keep PHS reasonably apprised of the status and progress of any litigation. Before Licensee commences an infringement action, Licensee shall notify PHS and give careful consideration to the views of PHS and to any potential effects of the litigation on the public health in deciding whether to bring suit. 11.04 In any action under Paragraphs 11.02 or 11.03, the expenses including costs, fees, attorney fees, and disbursements, shall be paid by Licensee. The value of any recovery made by Licensee through court judgment or settlement shall be treated as Net Sales and subject to earned royalties. Any and all costs incurred by the Licensee in defending the Licensed Patent Rights, as provided above, shall be deducted from Net Sales. 11.05 PHS shall cooperate fully with Licensee in connection with any action under Paragraphs 11.02 or 11.03. PHS agrees promptly to provide access to all necessary documents and to render reasonable assistance in response to a request by Licensee.

INFRINGEMENT AND PATENT ENFORCEMENT. 11.01 PHS 11.1 The IC and the Licensee agree to notify each other promptly of each infringement or possible infringement of the Licensed Patent Rights, as well as as, any facts which may affect the validity, scope, or enforceability of the Licensed Patent Rights of which either Party party becomes aware. 11.02 11.2 Pursuant to this Agreement and the provisions of 35 U.S.C. Chapter 29 of title 3529, United States Code, the Licensee may: : (a) bring suit in its own name, at its own expense, and on its own behalf for infringement of presumably valid claims in the Licensed Patent Rights; ; (b) in any such suit, enjoin infringement and collect for its use, damages, profits, and awards of whatever nature recoverable for such the infringement; and or (c) settle any claim or suit for infringement of the Licensed Patent Rights provided, however, that PHS the IC and appropriate Government authorities shall have the first right to take such actions. If ; and (d) if the Licensee desires to initiate a suit for patent infringement, the Licensee shall notify PHS the IC in writing. If PHS the IC does not notify the Licensee of its intent to pursue legal action within ninety (90) days, the Licensee shall be free to initiate suit. PHS The IC shall have a continuing right to intervene in such the suit. The Licensee shall take no action to compel the Government either to initiate or to join in any such suit for patent infringement. The Licensee may request the Government to initiate or join in any such suit if necessary to avoid dismissal of the suit. Should the Government be made a party to any such suit, the Licensee shall reimburse the Government for any costs, expenses, or fees which the Government incurs as a result of such the motion or other action, including any and all costs incurred by the Government in opposing any such the motion or other action. In all cases, the Licensee agrees to keep PHS the IC reasonably apprised of the status and progress of any litigation. Before the Licensee commences an infringement action, the Licensee shall notify PHS the IC and give careful consideration to the views of PHS the IC and to any potential effects of the litigation on the public health in deciding whether to bring suit. 11.03 11.3 In the event that a declaratory judgment action alleging invalidity or non non-infringement of any of the Licensed Patent Rights shall be brought against the Licensee or raised by way of counterclaim or affirmative defense in an infringement suit brought by the Licensee under Paragraph 11.0211.2, pursuant to this ​ ‌ ​ Agreement and the provisions of 35 U.S.C. Chapter 29 of Xxxxx 00, Xxxxxx Xxxxxx Code or other statutes, the Licensee may: : (a) defend the suit in its own name, at its own expense, and on its own behalf for presumably valid claims in the Licensed Patent Rights; ; (b) in any such suit, ultimately to enjoin infringement and to collect for its use, damages, profits, and awards of whatever nature recoverable for such the infringement; and and (c) settle any claim or suit for declaratory judgment involving the Licensed Patent Rights Rights; provided, however, that PHS the IC and appropriate Government authorities shall have the first right to take such these actions and shall have a continuing right to intervene in such the suit. If PHS ; and (d) if the IC does not notify the Licensee of its intent to respond to the legal action within a reasonable time, the Licensee shall be free to do so. The Licensee shall take no action to compel the Government either to initiate or to join in any such declaratory judgment action. The Licensee may request the Government to initiate or to join any such suit if necessary to avoid dismissal of the suit. Should the Government be made a party to any such suit by motion or any other action of the Licensee, the Licensee shall reimburse the Government for any costs, expenses, or fees, which the Government incurs as a result of such the motion or other action. PHS agrees to submit a report to Licensee detailing these costs, expenses or fees within sixty (60) days of their verification and approval by PHS. If the Licensee elects not to defend against such the declaratory judgment action, PHSthe IC, at its option, may do so at its own expense. In all cases, the Licensee agrees to keep PHS the IC reasonably apprised of the status and progress of any litigation. Before the Licensee commences an infringement action, the Licensee shall notify PHS the IC and give careful consideration to the views of PHS the IC and to any potential effects of the litigation on the public health in deciding whether to bring suit. 11.04 11.4 In any action under Paragraphs 11.02 11.2 or 11.03, 11.3 the expenses including costs, fees, attorney fees, and disbursements, shall be paid by the Licensee. The value of any recovery made by the Licensee through court judgment or settlement actually collected shall first be applied by Licensee to reimburse it for all of its costs and expenses (including attorneys’ fees, expert witness fees, and any reimbursement payments made to IC or the Government) and the balance shall be treated as Net Sales and subject to earned royaltiesroyalties as provided in Appendix C when and as collected. 11.05 PHS 11.5 The IC shall cooperate fully with the Licensee in connection with any action under Paragraphs 11.02 11.2 or 11.03. PHS agrees promptly to provide access to all necessary documents and to render reasonable assistance in response to a request by Licensee11.

INFRINGEMENT AND PATENT ENFORCEMENT. 11.01 PHS 11.1 The IC and the Licensee agree to notify each other promptly of each infringement or possible infringement of the Licensed Patent Rights, as well as as, any facts which may affect the validity, scope, or enforceability of the Licensed Patent Rights of which either Party party becomes aware. 11.02 11.2 Pursuant to this Agreement and the provisions of 35 U.S.C. Chapter 29 of title 3529, United States Code, the Licensee may: : (a) bring suit in its own name, at its own expense, and on its own behalf for infringement of presumably valid claims in the Licensed Patent Rights; ; (b) in any such suit, enjoin infringement and collect for its use, damages, profits, and awards of whatever nature recoverable for such the infringement; and or (c) settle any claim or suit for infringement of the Licensed Patent Rights provided, however, that PHS the IC and appropriate Government authorities shall have the first right to take such actions. ; and (d) If the Licensee desires to initiate a suit for patent infringement, the Licensee shall notify PHS the IC in writing. If PHS the IC does not notify the Licensee of its intent to pursue legal action within ninety (90) days, the Licensee shall be free to initiate suit. PHS The IC shall have a continuing right to intervene in such the suit. The Licensee shall take no action to compel the Government either to initiate or to join in any such suit for patent infringement. The Licensee may request the Government to initiate or join in any such suit if necessary to avoid dismissal of the suit. Should the Government be made a party to any such suit, the Licensee shall reimburse the Government for any costs, expenses, or fees which the Government incurs as a result of such the motion or other action, including any and all costs incurred by the Government in opposing any such the motion or other action. In all cases, the Licensee agrees to keep PHS the IC reasonably apprised of the status and progress of any litigation. Before the Licensee commences an infringement action, the Licensee shall notify PHS the IC and give careful consideration to the views of PHS the IC and to any potential effects of the litigation on the public health in deciding whether to bring suit. 11.03 11.3 In the event that a declaratory judgment action alleging invalidity or non non-infringement of any of the Licensed Patent Rights shall be brought against the Licensee or raised by way of counterclaim or affirmative defense in an infringement suit brought by the Licensee under Paragraph 11.0211.2, pursuant to this Agreement and the provisions of 35 U.S.C. Chapter 29 of Xxxxx 00, Xxxxxx Xxxxxx Code or other statutes, the Licensee may: : (a) defend the suit in its own name, at its own expense, and on its own behalf for presumably valid claims in the Licensed Patent Rights; ; (b) in any such suit, ultimately to enjoin infringement and to collect for its use, damages, profits, and awards of whatever nature recoverable for such the infringement; and and (c) settle any claim or suit for declaratory judgment involving the Licensed Patent Rights Rights-provided, however, that PHS the IC and appropriate Government authorities shall have the first right to take such these actions and shall have a continuing right to intervene in such the suit. ; and (d) If PHS the IC does not notify the Licensee of its intent to respond to the legal action within a reasonable time, the Licensee shall be free to do so. The Licensee shall take no action to compel the Government either to initiate or to join in any such declaratory judgment action. The Licensee may request the Government to initiate or to join any such suit if necessary to avoid dismissal of the suit. Should the Government be made a party to any such suit by motion or any other action of the Licensee, the Licensee shall reimburse the Government for any costs, expenses, or fees, which the Government incurs as a result of such the motion or other action. PHS agrees to submit a report to Licensee detailing these costs, expenses or fees within sixty (60) days of their verification and approval by PHS. If the Licensee elects not to defend against such the declaratory judgment action, PHSthe IC, at its option, may do so at its own expense. In all cases, the Licensee agrees to keep PHS the IC reasonably apprised of the status and progress of any litigation. Before the Licensee commences an infringement action, the Licensee shall notify PHS the IC and give careful consideration to the views of PHS the IC and to any potential effects of the litigation on the public health in deciding whether to bring suit. 11.04 11.4 In any action under Paragraphs 11.02 11.2 or 11.03, 11.3 the expenses including costs, fees, attorney fees, and disbursements, shall be paid by the Licensee. The value of any recovery made by the Licensee through court judgment or settlement shall be treated as Net Sales and subject to earned royalties. 11.05 PHS 11.5 The IC shall cooperate fully with the Licensee in connection with any action under Paragraphs 11.02 or 11.03. PHS agrees promptly to provide access to all necessary documents and to render reasonable assistance in response to a request by Licensee.Paragraphs