Common use of INFRINGEMENT AND PATENT ENFORCEMENT Clause in Contracts

INFRINGEMENT AND PATENT ENFORCEMENT. 10.1 CHOP and Company agree to notify each other promptly of each infringement or possible infringement of the Patent Rights, as well as any facts which may affect the validity, scope, or enforceability of the Patent Rights of which either Party becomes aware. 10.2 Pursuant to this Agreement Company 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 Patent Rights or misappropriation of Gene-Therapy Know-How; b) in any such suit, seek to enjoin infringement or misappropriation and collect damages, profits, and awards of whatever nature recoverable for such infringement; and c) settle any claim or suit for infringement of the Patent Rights or misappropriation of Gene-Therapy Know-How. Company shall not settle any action that imposes any liability on CHOP or concedes the invalidity, enforceability or non-infringement of any of the Patent Rights or CHOP Intellectual Property without the prior written consent of CHOP. If necessary or desirable to bring, maintain or prove damages in any such action, Company may require that CHOP join such suit. Should CHOP be made a party to any such suit at the request of Company, Company shall reimburse CHOP for any costs, expenses, or fees, which CHOP incurs as a result of such action. In all cases, Company agrees to keep CHOP reasonably apprised of the status and progress of any litigation. Before Company commences an infringement action, Company shall notify CHOP and give careful consideration to the views of CHOP. 10.3 In the event that a declaratory judgment action alleging invalidity or non-infringement of any of the Patent Rights or contesting the Gene Therapy Know-How rights (excluding any such action that is based on alleged misappropriation by CHOP of Gene Therapy Know-How) shall be brought against Company or CHOP or raised by way of counterclaim or affirmative defense in an infringement suit brought by Company under Paragraph 10.2, pursuant to this Agreement, or any opposition, validity challenge, interference, reexamination, reissue, derivation, supplemental examination, post-grant review, inter-parties review proceedings, negotiations or claims, in any forum relating to the Patent Rights, Company shall, subject to the penultimate sentence of this Paragraph 10.3a) defend or handle the suit or proceeding, at its own expense, for presumably valid claims in the Patent Rights; and b) in any such suit or proceeding, ultimately seek to enjoin infringement and to collect damages, profits, and awards of whatever nature recoverable from the party bringing such suit or otherwise defend the validity and enforceability of the Patent Rights. Company shall not settle any action that imposes any liability on CHOP or concedes the invalidity, enforceability or non-infringement of any of the Patent Rights or CHOP Intellectual Property without the prior written consent of CHOP. If necessary or desirable to defend any such action, Company may require that CHOP join such suit. Should CHOP be made a party to any such suit at the request of Company, Company shall reimburse CHOP for any costs, expenses, or fees which CHOP incurs as a result of such action. If Company elects not to initiate a defense against such declaratory judgment action, CHOP at its option, may do so at its own expense and CHOP shall retain all recoveries from any such suit. In all cases, Company agrees to keep CHOP reasonably apprised of the status and progress of any litigation. 10.4 In any action initiated or defended by Company under this Article 10 of this Agreement, any recovery will go first to reimburse any unreimbursed expenses of CHOP and Company in proportion to their respective unreimbursed expenses and any remaining recovery shall go to Company and such remaining recovery shall be treated as a Net Sale for purpose of determining any royalty to CHOP. 10.5 In any action instituted or defended by Company under Article 10 of this Agreement or caused by Company to be initiated against Company or CHOP in a Declaratory Judgment Action under Article 10 of this Agreement, CHOP may elect to intervene or continue in such suit if Company ceases or fails to thereafter participate in such action for any reason and Company shall be liable for all judgments rendered against the Company in such actions and for all costs, expenses or fees incurred by CHOP to continue any such actions. 10.6 The parties shall cooperate fully with one another in connection with any action under Paragraphs 10.2 or 10.

INFRINGEMENT AND PATENT ENFORCEMENT. 10.1 CHOP 9.1 Spark and Company Genable agree to notify each other promptly of each infringement or possible infringement of the Patent RightsRights within the Licensed Field, as well as any facts which may affect the validity, scope, or enforceability of the Patent Rights of which either Party becomes aware. 10.2 Pursuant to this Agreement Company 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 Patent Rights or misappropriation of Gene-Therapy Know-How; b) in any such suit, seek to enjoin infringement or misappropriation and collect damages, profits, and awards of whatever nature recoverable for such infringement; and c) settle any claim or suit for 9.2 If infringement of the Patent Rights occurs, or misappropriation if infringement may occur, Spark shall have sole discretion to charge a third party with infringement and shall have the sole discretion to institute an infringement action. Spark may decline to charge infringement or institute an infringement action at Spark’s sole discretion. If Spark elects to charge a third party with infringement or elects to institute an infringement action, Spark shall bear the cost of Genesuch action and shall retain all recovery. 9.3 If Spark elects not to charge a third party with infringement or elects not to institute an infringement action (such decision to be made promptly by Spark), Genable shall, subject to the terms of the CHOP License Agreement with respect to Patent Rights licensed from CHOP, if applicable, have the right (but not the obligation) to bring such suit. If Genable so elects to charge a third party with infringement or to institute an infringement action, Genable shall bear all costs in such action or any resulting defense or declaratory judgment action for non-Therapy Know-How. Company infringement, invalidity or unenforceability of the Patent Rights and Genable shall not settle any such action in a manner that imposes any liability on CHOP Spark or concedes the invalidity, enforceability or non-infringement of imposes a material detriment to any of the Patent Rights without express permission by Spark (such permission not to be unreasonably withheld, delayed or CHOP Intellectual Property without the prior written consent of CHOPconditioned). If necessary Genable elects to charge a third party with infringement or desirable elects to bring, maintain or prove damages in any such action, Company may require that CHOP join such suit. Should CHOP be made a party to any such suit at the request of Company, Company shall reimburse CHOP for any costs, expenses, or fees, which CHOP incurs as a result of such action. In all cases, Company agrees to keep CHOP reasonably apprised of the status and progress of any litigation. Before Company commences institute an infringement action, Company shall notify Genable shall, after payment to CHOP and give careful consideration of any share thereof payable to CHOP pursuant to the views of CHOP License Agreement with respect to Patent Rights licensed from CHOP, if applicable, retain all recovery. 10.3 9.4 In any action instituted by a third party to contest the event that a declaratory judgment action alleging invalidity validity or non-infringement unenforceability of any of the Patent Rights or contesting the Gene Therapy Know-How rights (excluding any such action that is based on alleged misappropriation by CHOP of Gene Therapy Know-How) shall be brought against Company or CHOP or raised by way of counterclaim or affirmative defense in an infringement suit brought by Company under Paragraph 10.2, pursuant to this Agreement, or any opposition, validity challenge, interference, reexamination, reissue, derivation, supplemental examination, post-grant review, inter-parties review proceedings, negotiations or claims, in any forum relating to the Patent Rights, Company Spark shall have the sole discretion to defend such action at its own expense. If Spark desires not to defend said action, Genable shall, subject to the penultimate sentence of this Paragraph 10.3a) defend or handle the suit or proceeding, at its own expense, for presumably valid claims in the Patent Rights; and b) in any such suit or proceeding, ultimately seek to enjoin infringement and to collect damages, profits, and awards of whatever nature recoverable from the party bringing such suit or otherwise defend the validity and enforceability terms of the CHOP License Agreement with respect to Patent RightsRights licensed from CHOP, if applicable, have the right (but not the obligation) to defend such suit. Company If Genable so decides to defend them such defense shall be conducted by Genable at Genable’s sole expense and Genable shall not settle any such action in a manner that imposes any liability on Spark or imposes any material detriment to any Patent Rights without express permission by Spark (such permission not to be unreasonably withheld, delayed or conditioned). If Genable elects to defend such an action, Genable shall, after payment to CHOP or concedes the invalidity, enforceability or non-infringement of any share thereof payable to CHOP pursuant to the CHOP License Agreement with respect to Patent Rights licensed from CHOP, if applicable, retain all recovery. 9.5 In any litigation under this Article 9, either Party, at the request and sole expense of the Patent Rights or CHOP Intellectual Property without other Party, will cooperate to the prior written consent of CHOPfullest extent reasonably possible. If necessary or desirable This Paragraph 9.5 will not be construed to defend require either Party to undertake any such actionactivities, Company may require that CHOP join such suit. Should CHOP be made a party to any such suit including legal discovery, at the request of Companyany third party, Company shall reimburse CHOP for except as may be required by lawful process of a court of competent jurisdiction. If, however, either Party is required to undertake any costsactivity, expensesincluding legal discovery, or fees which CHOP incurs as a result right of such action. If Company elects not to initiate lawful process of a defense against such declaratory judgment actioncourt of competent jurisdiction, CHOP at its option, may do so at its own expense and CHOP shall retain then the litigating Party will pay all recoveries from any such suit. In all cases, Company agrees to keep CHOP reasonably apprised of the status and progress of any litigation. 10.4 In any action initiated or defended by Company under this Article 10 of this Agreement, any recovery will go first to reimburse any unreimbursed expenses of CHOP and Company in proportion to their respective unreimbursed expenses and any remaining recovery shall go to Company and such remaining recovery shall be treated as a Net Sale for purpose of determining any royalty to CHOP. 10.5 In any action instituted or defended by Company under Article 10 of this Agreement or caused by Company to be initiated against Company or CHOP in a Declaratory Judgment Action under Article 10 of this Agreement, CHOP may elect to intervene or continue in such suit if Company ceases or fails to thereafter participate in such action for any reason and Company shall be liable for all judgments rendered against the Company in such actions and for all costs, expenses or fees incurred by CHOP to continue any such actionsthe other Party. 10.6 The parties shall cooperate fully with one another in connection with any action under Paragraphs 10.2 or 10.

INFRINGEMENT AND PATENT ENFORCEMENT. 10.1 CHOP The IC and Company 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. 10.2 . Pursuant to this Agreement Company may a) and the provisions of 35 U.S.C. Chapter 29, the Licensee may: 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 or misappropriation of Gene-Therapy Know-HowRights; b) in any such suit, seek to enjoin infringement or misappropriation 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 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 the IC in writing. If 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. The IC shall have a continuing right to intervene in the suit. The Licensee shall take no action to compel the Government either to initiate or misappropriation of Gene-Therapy Know-Howto join in any suit for patent infringement. Company shall not settle The Licensee may request the Government to initiate or join in any action that imposes any liability on CHOP or concedes the invalidity, enforceability or non-infringement of any suit if necessary to avoid dismissal of the Patent Rights or CHOP Intellectual Property without the prior written consent of CHOP. If necessary or desirable to bring, maintain or prove damages in any such action, Company may require that CHOP join such suit. Should CHOP the Government be made a party to any such suit at suit, the request of Company, Company Licensee shall reimburse CHOP the Government for any costs, expenses, or fees, fees which CHOP the Government incurs as a result of such the motion or other action, including all costs incurred by the Government in opposing the motion or other action. In all cases, Company the Licensee agrees to keep CHOP the IC reasonably apprised of the status and progress of any litigation. Before Company the Licensee commences an infringement action, Company the Licensee shall notify CHOP the IC and give careful consideration to the views of CHOP. 10.3 the IC and to any potential effects of the litigation on the public health in deciding whether to bring suit. In the event that a declaratory judgment action alleging invalidity or non-infringement non‑infringement of any of the Licensed Patent Rights or contesting the Gene Therapy Know-How rights (excluding any such action that is based on alleged misappropriation by CHOP of Gene Therapy Know-How) shall be brought against Company or CHOP the Licensee or raised by way of counterclaim or affirmative defense in an infringement suit brought by Company the Licensee under Paragraph 10.211.2, pursuant to this AgreementAgreement and the provisions of 35 U.S.C. Chapter 29 or other statutes, or any opposition, validity challenge, interference, reexamination, reissue, derivation, supplemental examination, post-grant review, inter-parties review proceedings, negotiations or claims, in any forum relating to the Patent Rights, Company shall, subject to the penultimate sentence of this Paragraph 10.3a) Licensee may: defend or handle the suit or proceedingin its own name, at its own expense, and on its own behalf for presumably valid claims in the Licensed Patent Rights; and b) in any such suit or proceedingsuit, ultimately seek to enjoin infringement and to collect for its use, damages, profits, and awards of whatever nature recoverable from for the party bringing such infringement; and settle any claim or suit for declaratory judgment involving the Licensed Patent Rights-provided, however, that the IC and appropriate Government authorities shall have the first right to take these actions and shall have a continuing right to intervene in the suit; and 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 otherwise defend to join in any declaratory judgment action. The Licensee may request the validity and enforceability Government to initiate or to join any suit if necessary to avoid dismissal of the Patent Rights. Company shall not settle any action that imposes any liability on CHOP or concedes the invalidity, enforceability or non-infringement of any of the Patent Rights or CHOP Intellectual Property without the prior written consent of CHOP. If necessary or desirable to defend any such action, Company may require that CHOP join such suit. Should CHOP the Government be made a party to any such suit at by motion or any other action of the request of CompanyLicensee, Company the Licensee shall reimburse CHOP the Government for any costs, expenses, or fees fees, which CHOP the Government incurs as a result of such the motion or other action. If Company the Licensee elects not to initiate a defense defend against such the declaratory judgment action, CHOP the IC, at its option, may do so at its own expense and CHOP shall retain all recoveries from any such suitexpense. In all cases, Company the Licensee agrees to keep CHOP the IC reasonably apprised of the status and progress of any litigation. 10.4 . Before the Licensee commences an infringement action, the Licensee shall notify the IC and give careful consideration to the views of the IC and to any potential effects of the litigation on the public health in deciding whether to bring suit. In any action initiated under Paragraphs 11.2 or defended 11.3 the expenses including costs, fees, attorney fees, and disbursements, shall be paid by Company under this Article 10 the Licensee. The value of this Agreement, any recovery will go first to reimburse any unreimbursed expenses of CHOP and Company in proportion to their respective unreimbursed expenses and any remaining recovery shall go to Company and such remaining recovery made by the Licensee through court judgment or settlement shall be treated as a Net Sale for purpose of determining any royalty Sales and subject to CHOPearned royalties. 10.5 In any action instituted or defended by Company under Article 10 of this Agreement or caused by Company to be initiated against Company or CHOP in a Declaratory Judgment Action under Article 10 of this Agreement, CHOP may elect to intervene or continue in such suit if Company ceases or fails to thereafter participate in such action for any reason and Company shall be liable for all judgments rendered against the Company in such actions and for all costs, expenses or fees incurred by CHOP to continue any such actions. 10.6 The parties shall cooperate fully with one another in connection with any action under Paragraphs 10.2 or 10.

INFRINGEMENT AND PATENT ENFORCEMENT. 10.1 CHOP 11.1 The IC and Company 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. 10.2 11.2 Pursuant to this Agreement Company may and the provisions of 35 U.S.C. Chapter 29, 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 or misappropriation of Gene-Therapy Know-How; Rights; (b) in any such suit, seek to enjoin infringement or misappropriation 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 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 the IC in writing. If 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. The IC shall have a continuing right to intervene in the suit. The Licensee shall take no action to compel the Government either to initiate or misappropriation of Gene-Therapy Know-Howto join in any suit for patent infringement. Company shall not settle The Licensee may request the Government to initiate or join in any action that imposes any liability on CHOP or concedes the invalidity, enforceability or non-infringement of any suit if necessary to avoid dismissal of the Patent Rights or CHOP Intellectual Property without the prior written consent of CHOP. If necessary or desirable to bring, maintain or prove damages in any such action, Company may require that CHOP join such suit. Should CHOP the Government be made a party to any such suit at suit, the request of Company, Company Licensee shall reimburse CHOP the Government for any costs, expenses, or fees, fees which CHOP the Government incurs as a result of such the motion or other action, including all costs incurred by the Government in opposing the motion or other action. In all cases, Company the Licensee agrees to keep CHOP the IC reasonably apprised of the status and progress of any litigation. Before Company the Licensee commences an infringement action, Company the Licensee shall notify CHOP the IC and give careful consideration to the views of CHOPthe IC and to any potential effects of the litigation on the public health in deciding whether to bring suit. 10.3 11.3 In the event that a declaratory judgment action alleging invalidity or non-infringement of any of the Licensed Patent Rights or contesting the Gene Therapy Know-How rights (excluding any such action that is based on alleged misappropriation by CHOP of Gene Therapy Know-How) shall be brought against Company or CHOP the Licensee or raised by way of counterclaim or affirmative defense in an infringement suit brought by Company the Licensee under Paragraph 10.211.2, pursuant to this AgreementAgreement and the provisions of 35 U.S.C. Chapter 29 or other statutes, or any opposition, validity challenge, interference, reexamination, reissue, derivation, supplemental examination, post-grant review, inter-parties review proceedings, negotiations or claims, in any forum relating to the Patent Rights, Company shall, subject to the penultimate sentence of this Paragraph 10.3aLicensee may: (a) defend or handle the suit or proceedingin its own name, at its own expense, and on its own behalf for presumably valid claims in the Licensed Patent Rights; and ; (b) in any such suit or proceedingsuit, ultimately seek to enjoin infringement and to collect for its use, damages, profits, and awards of whatever nature recoverable from for the party bringing such infringement; and (c) settle any claim or suit for declaratory judgment involving the Licensed Patent Rights-provided, however, that the IC and appropriate Government authorities shall have the first right to take these actions and shall have a continuing right to intervene in the suit; 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 otherwise defend to join in any declaratory judgment action. The Licensee may request the validity and enforceability Government to initiate or to join any suit if necessary to avoid dismissal of the Patent Rights. Company shall not settle any action that imposes any liability on CHOP or concedes the invalidity, enforceability or non-infringement of any of the Patent Rights or CHOP Intellectual Property without the prior written consent of CHOP. If necessary or desirable to defend any such action, Company may require that CHOP join such suit. Should CHOP the Government be made a party to any such suit at by motion or any other action of the request of CompanyLicensee, Company the Licensee shall reimburse CHOP the Government for any costs, expenses, or fees fees, which CHOP the Government incurs as a result of such the motion or other action. If Company the Licensee elects not to initiate a defense defend against such the declaratory judgment action, CHOP the IC, at its option, may do so at its own expense and CHOP shall retain all recoveries from any such suitexpense. In all cases, Company the Licensee agrees to keep CHOP the IC reasonably apprised of the status and progress of any litigation. Before the Licensee commences an infringement action, the Licensee shall notify the IC and give careful consideration to the views of the IC and to any potential effects of the litigation on the public health in deciding whether to bring suit. 10.4 11.4 In any action initiated under Paragraphs 11.2 or defended 11.3 the expenses including costs, fees, attorney fees, and disbursements, shall be paid by Company under this Article 10 the Licensee. The value of this Agreement, any recovery will go first to reimburse any unreimbursed expenses of CHOP and Company in proportion to their respective unreimbursed expenses and any remaining recovery shall go to Company and such remaining recovery made by the Licensee through court judgment or settlement shall be treated as a Net Sale for purpose of determining any royalty Sales and subject to CHOPearned royalties. 10.5 In any action instituted or defended by Company under Article 10 of this Agreement or caused by Company to be initiated against Company or CHOP in a Declaratory Judgment Action under Article 10 of this Agreement, CHOP may elect to intervene or continue in such suit if Company ceases or fails to thereafter participate in such action for any reason and Company shall be liable for all judgments rendered against the Company in such actions and for all costs, expenses or fees incurred by CHOP to continue any such actions. 10.6 11.5 The parties IC shall cooperate fully with one another the Licensee in connection with any action under Paragraphs 10.2 or 10.Paragraphs

INFRINGEMENT AND PATENT ENFORCEMENT. 10.1 CHOP 11.01 PHS and Company 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. 10.2 11.02 Pursuant to this Agreement Company 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 or misappropriation of Gene-Therapy Know-HowRights; b) in any such suit, seek to enjoin infringement or misappropriation 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 or misappropriation of Gene-Therapy Know-How. Company provided, however, that PHS and appropriate Government authorities shall not settle any action that imposes any liability on CHOP or concedes have the invalidity, enforceability or non-infringement of any of the Patent Rights or CHOP Intellectual Property without the prior written consent of CHOPfirst right to take such actions. If necessary 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 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 desirable to bring, maintain or prove damages join in any such action, Company suit for patent infringement. Licensee may require that CHOP request the Government to initiate or join in any such suit if necessary to avoid dismissal of the suit. Should CHOP the Government be made a party to any such suit at the request of Companysuit, Company Licensee shall reimburse CHOP the Government for any costs, expenses, or fees, fees which CHOP 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, Company Licensee agrees to keep CHOP PHS reasonably apprised of the status and progress of any litigation. Before Company Licensee commences an infringement action, Company Licensee shall notify CHOP PHS and give careful consideration to the views of CHOPPHS and to any potential effects of the litigation on the public health in deciding whether to bring suit. 10.3 11.03 In the event that a declaratory judgment action alleging invalidity or non-infringement of any of the Licensed Patent Rights or contesting the Gene Therapy Know-How rights (excluding any such action that is based on alleged misappropriation by CHOP of Gene Therapy Know-How) shall be brought against Company or CHOP Licensee or raised by way of counterclaim or affirmative defense in an infringement suit brought by Company Licensee under Paragraph 10.211.02, pursuant to this AgreementAgreement and the provisions of Chapter 29 of Xxxxx 00, Xxxxxx Xxxxxx Code or any oppositionother statutes, validity challenge, interference, reexamination, reissue, derivation, supplemental examination, post-grant review, inter-parties review proceedings, negotiations or claims, in any forum relating to the Patent Rights, Company shall, subject to the penultimate sentence of this Paragraph 10.3aLicensee may a) defend or handle the suit or proceedingin its own name, at its own expense, and on its own behalf for presumably valid claims in the Licensed Patent Rights; and b) in any such suit or proceedingsuit, ultimately seek to enjoin infringement and to collect for its use, damages, profits, and awards of whatever nature recoverable from for such infringement; and c) settle any claim or suit for declaratory judgment involving the party bringing such suit or otherwise defend the validity and enforceability of the Licensed Patent Rights. Company -provided, however, that PHS and appropriate Government authorities shall not settle any action that imposes any liability on CHOP or concedes have the invalidity, enforceability or non-infringement of any of the Patent Rights or CHOP Intellectual Property without the prior written consent of CHOP. If necessary or desirable first right to defend any take such action, Company may require that CHOP join actions and shall have a continuing right to intervene in such suit. H PHS does not notify Licensee of its intent to respond to the legal action within a reasonable time, Licensee 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 CHOP the Government be made a party to any such suit at the request by motion or any other action of CompanyLicensee, Company Licensee shall reimburse CHOP the Government for any costs, expenses, or fees which CHOP the Government incurs as a result of such motion or other action. If Company Licensee elects not to initiate a defense defend against such declaratory judgment action, CHOP PHS, at its option, may do so at its own expense and CHOP shall retain all recoveries from any such suitexpense. In all cases, Company Licensee agrees to keep CHOP 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. 10.4 11.04 In any action initiated under Paragraphs 11.02 or defended 11.03, the expenses including costs, fees, attorney fees, and disbursements, shall be paid by Company Licensee. Up to twenty-five percent (25%) of such expenses may be credited against the royalties payable to PHS under this Article 10 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 this Agreementsuch 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 will go made by Licensee, through court judgment or settlement, first shall be applied to reimburse any unreimbursed expenses of CHOP and Company in proportion to their respective unreimbursed PHS for royalties withheld as a credit against litigation expenses and any then to reimburse Licensee for its litigation expense. Any remaining recovery shall go to Company and such remaining recovery recoveries shall be treated as a Net Sale for purpose of determining any royalty split with seventy-five (75%) going to CHOPLicensee and twenty-five percent (25%) going to PHS. 10.5 In any action instituted or defended by Company under Article 10 of this Agreement or caused by Company to be initiated against Company or CHOP in a Declaratory Judgment Action under Article 10 of this Agreement, CHOP may elect to intervene or continue in such suit if Company ceases or fails to thereafter participate in such action for any reason and Company shall be liable for all judgments rendered against the Company in such actions and for all costs, expenses or fees incurred by CHOP to continue any such actions. 10.6 The parties 11.05 PHS shall cooperate fully with one another Licensee in connection with any action under Paragraphs 10.2 11.02 or 1011.03. 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. 10.1 CHOP 11.01 PHS and Company LICENSEE agree to notify each other promptly of each infringement or possible infringement of the Patent RightsLICENSED PATENT RIGHTS, as well as any facts which may affect the validity, scope, or enforceability of the Patent Rights LICENSED PATENT RIGHTS of which either Party becomes aware. 10.2 11.02 Pursuant to this Agreement Company may 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 Patent Rights or misappropriation of Gene-Therapy Know-HowLICENSED PATENT RIGHTS; b) in any such suit, seek 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 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-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-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 or misappropriation 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 infringement of declaratory judgment involving the Patent Rights or misappropriation of GeneLICENSED PATENT RIGHTS-Therapy Know-How. Company provided, however, that PHS and appropriate GOVERNMENT authorities shall not settle any action that imposes any liability on CHOP or concedes have the invalidity, enforceability or non-infringement of any of the Patent Rights or CHOP Intellectual Property without the prior written consent of CHOPfirst right to take such actions and shall have a continuing right to intervene in such suit. If necessary PHS does not notify LICENSEE of its intent to respond to the legal action within a reasonable time, LICENSEE will be free to do so. LICENSEE shall take no action to compel the GOVERNMENT either to initiate or desirable to bring, maintain or prove damages join in any such declaratory judgment action, Company . LICENSEE may require that CHOP request the GOVERNMENT to initiate or to join any such suit if necessary to avoid dismissal of the suit. Should CHOP the GOVERNMENT be made a party to any such suit at the request by motion or any other action of CompanyLICENSEE, Company LICENSEE shall reimburse CHOP the GOVERNMENT for any costs, expenses, or fees, fees which CHOP the GOVERNMENT incurs as a result of such motion or other action. 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, Company LICENSEE agrees to keep CHOP PHS reasonably apprised of the status and progress of any litigation. Before Company LICENSEE commences an infringement action, Company LICENSEE shall notify CHOP PHS and give careful consideration to the views of CHOPPHS and to any potential effects of the litigation on the public health in deciding whether to bring suit. 10.3 In the event that a declaratory judgment action alleging invalidity or non-infringement of any of the Patent Rights or contesting the Gene Therapy Know-How rights (excluding any such action that is based on alleged misappropriation by CHOP of Gene Therapy Know-How) shall be brought against Company or CHOP or raised by way of counterclaim or affirmative defense in an infringement suit brought by Company under Paragraph 10.2, pursuant to this Agreement, or any opposition, validity challenge, interference, reexamination, reissue, derivation, supplemental examination, post-grant review, inter-parties review proceedings, negotiations or claims, in any forum relating to the Patent Rights, Company shall, subject to the penultimate sentence of this Paragraph 10.3a) defend or handle the suit or proceeding, at its own expense, for presumably valid claims in the Patent Rights; and b) in any such suit or proceeding, ultimately seek to enjoin infringement and to collect damages, profits, and awards of whatever nature recoverable from the party bringing such suit or otherwise defend the validity and enforceability of the Patent Rights. Company shall not settle any action that imposes any liability on CHOP or concedes the invalidity, enforceability or non-infringement of any of the Patent Rights or CHOP Intellectual Property without the prior written consent of CHOP. If necessary or desirable to defend any such action, Company may require that CHOP join such suit. Should CHOP be made a party to any such suit at the request of Company, Company shall reimburse CHOP for any costs, expenses, or fees which CHOP incurs as a result of such action. If Company elects not to initiate a defense against such declaratory judgment action, CHOP at its option, may do so at its own expense and CHOP shall retain all recoveries from any such suit. In all cases, Company agrees to keep CHOP reasonably apprised of the status and progress of any litigation. 10.4 11.04 In any action initiated under Paragraphs 11.02 or defended 11.03, the expenses including costs, fees, attorney fees, and disbursements, shall be paid by Company under this Article 10 LICENSEE. The value of this Agreement, any recovery will go first to reimburse any unreimbursed expenses of CHOP and Company in proportion to their respective unreimbursed expenses and any remaining recovery shall go to Company and such remaining recovery made by LICENSEE through court judgment or settlement shall be treated as a Net Sale for purpose of determining any royalty NET SALES and subject to CHOPearned royalties. 10.5 In any action instituted or defended by Company under Article 10 of this Agreement or caused by Company to be initiated against Company or CHOP in a Declaratory Judgment Action under Article 10 of this Agreement, CHOP may elect to intervene or continue in such suit if Company ceases or fails to thereafter participate in such action for any reason and Company shall be liable for all judgments rendered against the Company in such actions and for all costs, expenses or fees incurred by CHOP to continue any such actions. 10.6 The parties 11.05 PHS shall cooperate fully with one another LICENSEE in connection with any action under Paragraphs 10.2 11.02 or 1011.03. 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. 10.1 CHOP 11.1 Leidos Biomedical and Company 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.. CONFIDENTIAL Patent License Agreement – Exclusive Page 11 of 28 [Final] [Theras] [Friday, December 14, 2018] 1 [Page 11 of 28] ● 10.2 11.2 Pursuant to this Agreement Company may and the provisions of 35 U.S.C. Chapter 29, 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 or misappropriation of Gene-Therapy Know-How; Rights; (b) in any such suit, seek to enjoin infringement or misappropriation 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 or misappropriation of Gene-Therapy Know-How. Company provided, however, that Leidos Biomedical shall not settle any action that imposes any liability on CHOP or concedes have the invalidityfirst right to take such actions; and (d) if the Licensee desires to initiate a suit for patent infringement, enforceability or non-infringement of any of the Patent Rights or CHOP Intellectual Property without the prior written consent of CHOPLicensee shall notify Leidos Biomedical in writing. If necessary Leidos Biomedical does not notify the Licensee of its intent to pursue legal action within [***] days, the Licensee shall be free to initiate suit. Leidos Biomedical shall have a continuing right to join the suit. The Licensee shall take no action to compel Leidos Biomedical either to initiate or desirable to bring, maintain or prove damages join in any such action, Company may require that CHOP join such suit. Should CHOP be made a party to any such suit at the request of Company, Company shall reimburse CHOP for any costs, expenses, or fees, which CHOP incurs as a result of such actionpatent infringement. In all cases, Company the Licensee agrees to keep CHOP Leidos Biomedical reasonably apprised of the status and progress of any litigation. Before Company the Licensee commences an infringement action, Company the Licensee shall notify CHOP Leidos Biomedical and give careful consideration to the views of CHOPLeidos Biomedical and to any potential effects of the litigation on the public health in deciding whether to bring suit. 10.3 11.3 In the event that a declaratory judgment action alleging invalidity or non-infringement of any of the Licensed Patent Rights or contesting the Gene Therapy Know-How rights (excluding any such action that is based on alleged misappropriation by CHOP of Gene Therapy Know-How) shall be brought against Company or CHOP the Licensee or raised by way of counterclaim or affirmative defense in an infringement suit brought by Company the Licensee under Paragraph 10.211.2, pursuant to this AgreementAgreement and the provisions of 35 U.S.C. Chapter 29 or other statutes, or any opposition, validity challenge, interference, reexamination, reissue, derivation, supplemental examination, post-grant review, inter-parties review proceedings, negotiations or claims, in any forum relating to the Patent Rights, Company shall, subject to the penultimate sentence of this Paragraph 10.3aLicensee may: (a) defend or handle the suit or proceedingin its own name, at its own expense, and on its own behalf for presumably valid claims in the Licensed Patent Rights; and ; (b) in any such suit or proceedingsuit, ultimately seek to enjoin infringement and to collect for its use, damages, profits, and awards of whatever nature recoverable from for the party bringing such infringement; and (c) settle any claim or suit or otherwise defend for declaratory judgment involving the validity and enforceability of the Licensed Patent Rights. Company -provided, however, that Leidos Biomedical shall have the first right to take these actions and shall have a continuing right to intervene in the suit; and (d) if Leidos Biomedical does not settle any notify the Licensee of its intent to respond to the legal action that imposes any liability on CHOP or concedes within a reasonable time, the invalidity, enforceability or non-infringement of any of the Patent Rights or CHOP Intellectual Property without the prior written consent of CHOPLicensee shall be free to do so. If necessary or desirable to defend any such action, Company may require that CHOP join such suit. Should CHOP be made a party to any such suit at the request of Company, Company shall reimburse CHOP for any costs, expenses, or fees which CHOP incurs as a result of such action. If Company Licensee elects not to initiate a defense defend against such the declaratory judgment action, CHOP Leidos Biomedical, at its option, may do so at its own expense and CHOP shall retain all recoveries from any such suitexpense. In all cases, Company the Licensee agrees to keep CHOP Leidos Biomedical reasonably apprised of the status and progress of any litigation. Before the Licensee commences an infringement action, the Licensee shall notify Leidos Biomedical and give careful consideration to the views of Leidos Biomedical and to any potential effects of the litigation on the public health in deciding whether to bring suit. 10.4 11.4 In any action initiated under Paragraphs 11.2 or defended 11.3 the expenses including costs, fees, attorney fees, and disbursements, shall be paid by Company under this Article 10 the Licensee. The value of this Agreement, any recovery will go first to reimburse any unreimbursed expenses of CHOP and Company in proportion to their respective unreimbursed expenses and any remaining recovery shall go to Company and such remaining recovery made by the Licensee through court judgment or settlement shall be treated as a Net Sale for purpose Sales and subject to earned royalties. CONFIDENTIAL Patent License Agreement – Exclusive Page 12 of determining any royalty to CHOP.28 [Final] [Theras] [Friday, December 14, 2018] 1 [Page 12 of 28] ● 10.5 In any action instituted or defended by Company under Article 10 of this Agreement or caused by Company to be initiated against Company or CHOP in a Declaratory Judgment Action under Article 10 of this Agreement, CHOP may elect to intervene or continue in such suit if Company ceases or fails to thereafter participate in such action for any reason and Company shall be liable for all judgments rendered against the Company in such actions and for all costs, expenses or fees incurred by CHOP to continue any such actions. 10.6 The parties 11.5 Leidos Biomedical shall cooperate fully with one another the Licensee in connection with any action under Paragraphs 10.2 11.2 or 1011.