Common use of Infringement of Third Party Rights Clause in Contracts

Infringement of Third Party Rights. 13.1 In the event that a Third Party institutes or threatens to institute a patent, trade secret or other infringement proceeding against either Party or its Affiliates during the Term, alleging that its or their manufacture, use or sale of the Product in the Territory infringes the Third Party’s Intellectual Property Rights (a “Third Party Action”), each Party shall promptly notify the other of the Third Party Action with such details as it has in its possession and the Parties shall promptly convene a meeting of the SC to discuss the best way to respond. *** Certain information on this page has been omitted and filed separately with the Commission. Confidential treatment has been requested with respect to the omitted portions. 13.2 Upon receipt of any such notice the SC shall discuss the potential infringement and to the extent necessary attempt to agree on a course of action. Such course of action may include: (a) obtaining an appropriate license from the Third Party; (b) contesting any claim or proceedings brought by the Third Party; or (c) bringing a declaratory judgment action against such Third Party. 13.3 ZOGENIX shall have the first right but not the obligation, to take any action agreed upon by the Parties in respect of the Third Party Action. If within [***] days the Parties fail to agree upon an appropriate course of action through discussions of the SC, ZOGENIX may decide upon the course of action with respect to any Third Party Action and may commence such action or negotiate a license with such infringed Third Party. 13.4 Neither Party shall settle any Third Party Action relating to the Product if such settlement admits the invalidity or unenforceability of any of the Licensed Technology, except as agreed in writing between the Parties. 13.5 In the event that the SC determines that DESITIN is best positioned to commence any action in relation to or defence of the Third Party Action, DESITIN shall be entitled to credit up to [***]% of its reasonable costs and expenses (including legal and expert fees) or any Third Party royalties incurred against any royalty payment otherwise payable to ZOGENIX under this Agreement. In the event that no such royalty payments are payable by DESITIN under this Agreement at the time of the Third Party Action, up to [***]% of any reasonable costs and expenses or Third Party royalties incurred by DESITIN in connection with the Third Party Action shall be reimbursed by ZOGENIX on a Quarterly basis. In addition, in any such action which DESITIN commences as permitted by this Clause 13, DESITIN shall seek ZOGENIX’s consent prior to concluding any settlement agreement, which consent can be withheld in its sole discretion. 13.6 In any such Third Party Action, the Parties shall cooperate with each other in connection with any such claim, suit or proceeding and shall keep each other reasonably informed of any material developments in connection with any such claim, suit or proceeding, including providing access to relevant documents, material, personnel or other evidence.

Infringement of Third Party Rights. 13.1 In the event that a Third Each Party institutes or threatens to institute a patent, trade secret or other infringement proceeding against either Party or its Affiliates during the Term, alleging that its or their manufacture, use or sale of the Product in the Territory infringes the Third Party’s Intellectual Property Rights (a “Third Party Action”), each Party shall will promptly notify the other Party in writing of the any notice or claim of any infringement or commencement against it of any suit or action for infringement of a Third Party Action with such details as it has patent (“Third Party Claim”) based upon or arising from actions taken under the licenses granted in its possession and the Parties shall promptly convene a meeting of the SC to discuss the best way to respondthis Agreement. *** Certain information on this page has been omitted and filed separately with the Commission. Confidential treatment has been requested with respect to the omitted portions. 13.2 Upon receipt of any such notice the SC shall discuss the potential infringement and to the extent necessary attempt to agree on a course of action. Such course of action may include: (a) obtaining an appropriate license from the Third Party; (b) contesting any claim or proceedings brought by the Third Party; or (c) bringing a declaratory judgment action against such Third Party. 13.3 ZOGENIX shall ISB will have the first right right, but not the obligation, to take defend and settle such Third Party Claim, provided, however, that ISB will not make any settlements of any suit, proceeding or action agreed upon relating to an infringement of any patent or trademark in connection with this Agreement without first obtaining Lifecore’s (and CCF’s to the extent required by the Parties in respect of CCF Agreement) prior written consent, such consent not to be unreasonably withheld or delayed, if the Third Party Action. If within [***] days the Parties fail to agree upon an appropriate course of action through discussions of the SC, ZOGENIX may decide upon the course of action with respect to any Third Party Action and may commence such action or negotiate a license with such infringed Third Party. 13.4 Neither Party shall settle any Third Party Action relating to the Product if such settlement admits would admit the invalidity or unenforceability of any of the Sublicensed Patent or Licensed Technology, except as agreed in writing between the Parties. 13.5 In the event that the SC determines that DESITIN is best positioned Trademark. If ISB opts not to commence any action in relation to defend or defence of the settle such Third Party ActionClaim, DESITIN shall be entitled it will notify Lifecore of such decision and at Lifecore’s expense, Lifecore will have the right to credit up to [***]% undertake the defense or settlement of its reasonable costs and expenses (including legal and expert fees) or any such Third Party royalties incurred against Claim. Lifecore will not make any royalty payment otherwise payable settlements of any suit, proceeding or action relating to ZOGENIX under an infringement of any patent or trademark in connection with this Agreement, if the settlement would admit the invalidity or unenforceability of any Sublicensed Patent or Licensed Trademark. In the event that no neither ISB nor Lifecore elects to defend or settle such royalty payments are payable by DESITIN Third Party Claim, or in the event ISB is permanently enjoined from exercising its license rights granted hereunder pursuant to a Third Party Claim and cannot obtain a license from that Third Party on reasonably acceptable terms within six months of such judgment, then either ISB or Lifecore may, in its sole discretion upon written notice to the other party, terminate the rights and obligations under this Agreement at with respect to the time of the Third Party Action, up Sublicensed Patent or Licensed Trademark subject to [***]% of any reasonable costs and expenses or Third Party royalties incurred by DESITIN in connection with the Third Party Action shall be reimbursed by ZOGENIX on a Quarterly basis. In addition, in any such action which DESITIN commences as permitted by this Clause 13, DESITIN shall seek ZOGENIX’s consent prior to concluding any settlement agreement, which consent can be withheld in its sole discretion. 13.6 In any such Third Party Action, the Parties shall cooperate with each other in connection with any such claim, suit or proceeding and shall keep each other reasonably informed of any material developments in connection with any such claim, suit or proceeding, including providing access to relevant documents, material, personnel or other evidenceClaim.

Infringement of Third Party Rights. 13.1 In the event of a party becoming aware that the exercise of either party’s rights and obligations pursuant to this Agreement are infringing or may infringe the rights of a Third Party institutes or threatens to institute a patentParty, trade secret or other infringement proceeding against either Party or its Affiliates during the Term, alleging that its or their manufacture, use or sale of the Product in the Territory infringes the Third Party’s Intellectual Property Rights (a “Third Party Action”), each Party shall it will promptly so notify the other party and provide it with such details of the Third Party Action with such details as it has in its possession rights and the Parties shall promptly convene a meeting extent of the SC infringement as are known to discuss it. The Principal shall be entitled at its discretion to contest any such Third Party claim or proceedings or otherwise to take such steps to terminate such infringement or remedy the best way position and where necessary enter any Third Party license agreement in respect of such infringement such that the Distributor will lawfully be able to respondpractice the rights and licenses granted hereunder. No later […*** Certain information on this page has been omitted and filed separately with *…] from becoming aware of or receiving notification in relation to such infringement of the Commission. Confidential treatment has been requested with respect rights of a Third Party, the Principal shall inform the Distributor whether it intends to contest the omitted portions. 13.2 Upon receipt of claim or take such other steps necessary to terminate any such notice infringement (including the SC shall discuss negotiation of a Third Party license agreement) and, if the potential infringement Principal decides not to contest the claim or take other steps necessary to terminate such infringement, and to the extent necessary attempt to agree on a course of action. Such course of action permitted under the Development and License Agreement, the Distributor may include: (a) obtaining an appropriate license from the thereafter contest any such Third Party; (b) contesting any Party claim or proceedings brought by at the Third Party; or (c) bringing Distributor’s own cost. If the Principal does contest the claim or take steps to terminate such infringement it shall keep the Distributor informed of its actions in this regard. If the Principal enters into a declaratory judgment action against such Third Party. 13.3 ZOGENIX shall have the first right but not the obligation, to take any action agreed upon by the Parties in respect of the Third Party Action. If within [***] days the Parties fail to agree upon an appropriate course of action through discussions of the SC, ZOGENIX may decide upon the course of action with respect to any Third Party Action and may commence such action or negotiate a license with such infringed Third Party. 13.4 Neither Party shall settle any Third Party Action relating to the Product if such settlement admits the invalidity or unenforceability of any of the Licensed Technology, except as agreed in writing between the Parties. 13.5 In the event that the SC determines that DESITIN is best positioned to commence any action in relation to or defence of the Third Party Action, DESITIN shall be entitled to credit up to [***]% of its reasonable costs and expenses (including legal and expert fees) or agreement any Third Party royalties or license fees incurred against any royalty payment otherwise payable to ZOGENIX under this Agreement. In the event that no such royalty payments are payable by DESITIN under this Agreement at the time of the Third Party Action, up to [***]% of any reasonable costs and expenses or Third Party royalties incurred by DESITIN in connection with the Third Party Action regard shall be reimbursed borne solely by ZOGENIX on a Quarterly basis. In addition, in any such action which DESITIN commences as permitted by this Clause 13, DESITIN shall seek ZOGENIX’s consent prior to concluding any settlement agreement, which consent can be withheld in its sole discretionthe Principal. 13.6 In 13.2 Where the Distributor has assumed responsibility for contesting any such Third Party Actionclaim or proceedings in accordance with Clause 13.1 (including the negotiations of a Third Party license agreement), the Parties Distributor shall cooperate keep the Principal reasonably informed of its actions in this regard and the Principal will provide the Distributor with each other all reasonable co-operation in connection with such actions. Without limitation this shall include the Distributor furnishing the Principal with drafts of any proposed Third Party license agreement and the Distributor seeking the Principal’s approval to the terms of any such agreement. The Distributor shall not enter into any such Third Party license agreement without the prior written approval of the Principal to such agreement (which shall not be unreasonably withheld or delayed). The Principal shall reimburse the Distributor’s reasonable costs in defending any such claim, suit . Any Third Party license fees incurred in this regard shall be borne solely by the Principal. 13.3 Should there be any unresolved dispute between the parties as to the necessity for or proceeding and shall keep each other reasonably informed the commercial terms of any material developments in connection with any such claimThird Party license agreement, suit or proceeding, including providing access an expert (which for these purposes shall be deemed to relevant documents, material, personnel or other evidencebe suitably expert senior patent counsel) shall be appointed to resolve the issue.

Infringement of Third Party Rights. 13.1 In (a) If any third party claims or institutes legal action against the event that a Third Party institutes or threatens to institute a patent, trade secret or other infringement proceeding against either Party or its Affiliates during the Term, Licensee alleging that its or their the manufacture, sale, or use or sale of the Product in Licensed Products under the Territory license conferred by this Agreement infringes patent rights of such third party, the Third Party’s Intellectual Property Rights (a “Third Party Action”), each Party Licensee shall promptly notify the other Licensor in writing of the Third Party Action with such details as it has in its possession and the Parties shall promptly convene a meeting of the SC to discuss the best way to respond. *** Certain information on this page has been omitted and filed separately with the Commission. Confidential treatment has been requested with respect to the omitted portionsclaim or action. 13.2 Upon receipt of any such notice the SC shall discuss the potential infringement and to the extent necessary attempt to agree on a course of action. Such course of action may include: (a) obtaining an appropriate license from the Third Party; (b) contesting Upon such notice, the Licensor and the Licensee shall consult and discuss whether it would be reasonable to bring or defend any suit or proceeding concerning infringement of a third party's patent in the Territory or whether other measures should be undertaken in order to avoid the time and expense inherent in any such suit or proceeding. Both parties shall have the right to participate, at their own expense and through counsel of their own choosing, in any settlement discussions relating to, or the defense of, any claim or proceedings brought of infringement lodged as a consequence of the Licensee's marketing of Licensed Products within the Territory under the license conferred by the Third Party; orthis Agreement. (c) bringing a declaratory judgment action against such Third Party. 13.3 ZOGENIX shall have Should the first right but not the obligationLicensee or its sublicensees be required either by judgment, award or decree, or by settlement consented to take any action agreed upon by the Parties in respect Licensor (which consent shall not be unreasonably withheld) to make royalty payments to a third party (other than an Affiliate of the Third Party Action. If within [***] days the Parties fail to agree upon an appropriate course of action through discussions of the SC, ZOGENIX may decide upon the course of action with respect to any Third Party Action and may commence such action or negotiate Licensee) as a license with such infringed Third Party. 13.4 Neither Party shall settle any Third Party Action relating to the Product if such settlement admits the invalidity or unenforceability consequence of any claim that the Licensee's or its sublicensees' marketing of the Licensed TechnologyProducts in a country within the Territory, except as under the license conferred by this Agreement, infringes patent rights of such third party, it is agreed in writing between the Parties. 13.5 In the event that the SC determines that DESITIN is best positioned to commence any action in relation to or defence of the Third Party Action, DESITIN shall be entitled to credit up to [***]% of its reasonable costs running royalties due and expenses (including legal and expert fees) or any Third Party royalties incurred against any royalty payment otherwise payable to ZOGENIX under this Agreement. In the event that no such royalty payments are payable by DESITIN Licensor under this Agreement for the manufacture, use and sale of the Licensed Products in such country shall be reduced by an amount equal to that which the Licensee or its sublicensees are required to pay said third party; provided, that (i) Licensee promptly notifies Licensor in writing of any such claim of infringement, (ii) Licensee cooperates fully with the Licensor, at the time of the Third Party Action, up to [***]% of any reasonable costs and expenses or Third Party royalties incurred by DESITIN in connection with the Third Party Action shall be reimbursed by ZOGENIX on a Quarterly basis. In additionLicensee's expense, in any the defense thereof, and (iii) Licensee allows the Licensor to control the defense to such action which DESITIN commences as permitted by this Clause 13, DESITIN shall seek ZOGENIX’s consent prior to concluding claim and any settlement agreement, which consent can be withheld in its sole discretiondiscussions relating thereto. 13.6 In any such Third Party Action, the Parties shall cooperate with each other in connection with any such claim, suit or proceeding and shall keep each other reasonably informed of any material developments in connection with any such claim, suit or proceeding, including providing access to relevant documents, material, personnel or other evidence.

Infringement of Third Party Rights. 13.1 In 14.1 If either Party becomes aware that the event that exercise of such Party’s rights and obligations under this Agreement are infringing, or may infringe, the intellectual property rights of a Third Party institutes or threatens to institute a patent, trade secret or other infringement proceeding against either Party or its Affiliates during the Term, alleging that its or their manufacture, use or sale of the Product in any country in the Territory infringes Territory, it will promptly notify the other Party in writing and provide the other Party with such details of the Third Party’s Intellectual Property Rights (a “Third Party Action”), each Party shall promptly notify the other of the Third Party Action with such details as it has in its possession relevant intellectual property rights and the Parties shall promptly convene a meeting extent of the SC any infringement as are known to discuss the best way to respondit. [*** Certain information on ] = Portions of this page exhibit have been omitted pursuant to a confidential treatment request. An unredacted version of this exhibit has been omitted and filed separately with the Commission. Confidential treatment has been requested with respect to the omitted portions. 13.2 Upon 14.2 The Parties shall, after receipt of any such notice the SC shall referred to in clause 14.1, discuss the potential infringement and and, to the extent necessary necessary, attempt to agree on a course of action. Such course of action may include: (a) obtaining an appropriate license from the Third Party;; or (b) contesting any claim or proceedings brought by the Third Party; or (c) bringing a declaratory judgment action against such Third Party. 13.3 ZOGENIX shall have 14.3 If within 28 days of the first right but not date of the obligationnotice referred to in clause 14.1, to take any action agreed upon by the Parties in respect of the Third Party Action. If within [***] days the Parties fail to agree have not agreed upon an appropriate course of action through discussions of the SCthen: (a) Supernus may decide, ZOGENIX may decide at its own cost and expense, upon the course of action with respect to any claim which relates exclusively or predominantly to any of the Supernus Technology (“Supernus Action”); and (b) United Therapeutics may decide, at its own cost and expense, upon the course of action with respect to any claim which relates exclusively or predominantly to, such Licensed Product or Licensed Combination Product (so long as it does not fall within the definition of a Supernus Action), Clinical Development Data or other United Therapeutics Intellectual Property (“United Therapeutics Action”). 14.4 For the avoidance of doubt, United Therapeutics may negotiate a license for the use of Third Party Action intellectual property rights, in connection with any United Therapeutics Action, and Supernus may commence negotiate a license for the use of Third Party intellectual property rights, in connection with any Supernus Action. In such action event, the Parties shall keep each other fully informed of any license negotiations. 14.5 If within 180 days from receiving notice from a Third Party relating to a Supernus Action, Supernus fails or refuses to respond to or defend any such claim or negotiate a license from such Third Party, United Therapeutics may defend such claim or (subject to the prior written consent of Supernus, not to be unreasonably withheld or delayed) negotiate a license with such infringed Third Party. If within 180 days from receiving notice from a Third Party relating to a United Therapeutics Action, United Therapeutics fails or refuses to respond to or defend any such claim or negotiate a license from such Third Party, Supernus may defend such claim or (subject to the prior written consent of United Therapeutics, not to be unreasonably withheld or delayed) negotiate a license with such Third Party. 13.4 Neither Party shall settle 14.6 If at any time a Third Party Action relating to the Product if such settlement admits the invalidity files a lawsuit against United Therapeutics, its Affiliates, Sub-Licensees or unenforceability of any of the Licensed Technology, except as agreed in writing between the Parties. 13.5 In the event distributors asserting that the SC determines that DESITIN alleged infringing process, method or composition is best positioned to commence any action in relation to or defence of claimed under the Third Party ActionSupernus Intellectual Property, DESITIN Supernus shall be entitled to credit up to [***]% of its reasonable costs and expenses (including legal and expert fees) or any Third Party royalties incurred against any royalty payment otherwise payable to ZOGENIX under this Agreement. In have the event that no such royalty payments are payable by DESITIN under this Agreement at the time of the Third Party Actionright, up to [***]% of any reasonable costs and expenses or Third Party royalties incurred by DESITIN in connection with the Third Party Action shall be reimbursed by ZOGENIX on a Quarterly basis. In addition, in any such action which DESITIN commences as permitted by this Clause 13, DESITIN shall seek ZOGENIX’s consent prior to concluding any settlement agreement, which consent can be withheld in its sole discretion. 13.6 In any , to control the defense of such suit at its own expense, in which event United Therapeutics shall have the right to be represented by advisory counsel of its own selection, at its own expense, and shall cooperate fully in the defense of such suit and furnish to Supernus all evidence and assistance in its control. If Supernus does not elect within thirty (30) days after receiving written notice of such Third Party Actionlawsuit to so control the defense of such suit, United Therapeutics may undertake such control at its own expense, and Supernus shall then have the Parties right to be represented by advisory counsel of its own selection, at its own expense, and Supernus shall cooperate with each other fully in connection with any the defense of such claim, suit and furnish to United Therapeutics all evidence and assistance in United Therapeutics’ control. The Party controlling the suit may not settle the suit or proceeding and otherwise consent to an adverse judgment in such suit that diminishes the rights or interests of the non-controlling Party without the express written consent of the non-controlling Party. Any judgments, settlements or damages payable with respect to legal proceedings covered by this clause 14.6 shall keep each be paid by the Party which controls the litigation, subject to the other reasonably informed of any material developments in connection with any such claimParty’s indemnification obligations under clause 16, suit or proceeding, including providing access to relevant documents, material, personnel or other evidenceif any.

Infringement of Third Party Rights. 13.1 (a) Each Party shall promptly, but in any event no later than ten (10) days after receipt of notice of such action, notify the other in writing if any Third Party at any time provides written notice of a claim to, or brings an action, suit or proceeding against, either Party, or any of their respective Affiliates or sublicensees or subcontractors, claiming infringement of its Patent rights or unauthorised use or misappropriation of its Know-How, based upon an assertion or claim arising out of the Development, Manufacture or Commercialisation of a Licensed Product (an "Infringement Claim"). (b) In the event that such Infringement Claim is brought (i) solely against Company in respect of a Third Party institutes Licensed Product or threatens to institute Licensed Compound, (ii) jointly against Company and C4X in respect of a patentLicensed Product or Licensed Compound or (iii) solely against C4X in respect of a Licensed Product or Licensed Compound which claim against C4X, trade secret or other infringement proceeding against either Party or its Affiliates during the Termif successful, alleging that its or their manufacturewould adversely affect Company’s rights hereunder, use or sale of the Product then, in the Territory infringes the Third Party’s Intellectual Property Rights (a “Third Party Action”)each case, each Party shall promptly notify the other of the Third Party Action with such details as it has in its possession and the Parties shall promptly convene a meeting of the SC to discuss the best way to respond. *** Certain information on this page has been omitted and filed separately with the Commission. Confidential treatment has been requested with respect to the omitted portions. 13.2 Upon receipt of any such notice the SC shall discuss the potential infringement and to the extent necessary attempt to agree on a course of action. Such course of action may include: (a) obtaining an appropriate license from the Third Party; (b) contesting any claim or proceedings brought by the Third Party; or (c) bringing a declaratory judgment action against such Third Party. 13.3 ZOGENIX Company shall have the first right but not the obligation, obligation to take any action agreed upon by control the Parties in respect defence of the Third Party Actionsuch Infringement Claim. If within [***] days Company assumes the Parties fail to agree upon an appropriate course of action through discussions of the SC, ZOGENIX may decide upon the course of action with respect to any Third Party Action and may commence such action or negotiate a license with such infringed Third Party. 13.4 Neither Party shall settle any Third Party Action relating to the Product if such settlement admits the invalidity or unenforceability of any of the Licensed Technology, except as agreed in writing between the Parties. 13.5 In the event that the SC determines that DESITIN is best positioned to commence any action in relation to or defence of such Infringement Claim, Company shall bear the Third costs of such defence (unless such Infringement Claim is indemnifiable by C4X pursuant to Clause 13.2). C4X will cooperate and assist Company in any such litigation controlled by Company and, unless such Infringement Claim is indemnifiable by C4X pursuant to Clause 13.2, Company shall reimburse C4X for any reasonable out of pocket costs in providing such assistance. For purposes of Clause 11, the Party Action, DESITIN that defends the Infringement Claim shall be entitled referred to credit up to [***]% of its reasonable costs and expenses (including legal and expert fees) or any Third Party royalties incurred against any royalty payment otherwise payable to ZOGENIX under this Agreementas the “Controlling Party”. In the event that no Company is the Controlling Party in any action that was brought solely against C4X, C4X shall take actions to enable Company to assume control of such royalty payments are payable action, in the name of C4X if reasonably necessary. (c) In the event that such Infringement Claim is brought solely against C4X in respect of a Licensed Product or Licensed Compound, which claim, if successful, would not adversely affect Company’s rights hereunder, then C4X shall have the right but not obligation to defend such Infringement Claim at its sole expense, except to the extent such Infringement Claim is indemnifiable by DESITIN Company pursuant to Clause 13.1. Company shall have the right to participate in (but not control), the defence of such action, at its cost and with its own counsel. (d) The Controlling Party will have the exclusive right to hire, dismiss and direct attorney(ies) and/or solicitor(s) to represent it (and in the event that the claim is brought against both Parties, to represent it and the other Party) with respect to the applicable Infringement Claims. The Controlling Party will have the exclusive right to settle any Infringement Claim without consent of the other Party, unless such settlement (i) would have an adverse impact on the other Party’s rights or ability to perform its obligations under this Agreement at Agreement, (ii) makes any admission regarding wrongdoing by the time other Party, or the invalidity, unenforceability or absence of infringement of any Licensed Technology, (iii) subjects the other Party to an injunction or other equitable relief, or (iv) obligates the other Party to make a monetary payment, in each such case of (i)-(iv), the consent of the Third other Party Actionshall be required and shall not be unreasonably withheld or delayed. For purposes of clarity, up any settlement that would involve the waiver of rights shall be deemed to [***]% have an adverse impact and shall require the consent of such other Party. (e) If Company wishes to assume control of the defence of any reasonable costs and expenses such Infringement Claim pursuant to Clause 11.3.1(b)(ii) or Third Party royalties incurred by DESITIN in connection with (iii), then Company may do so upon written notice to C4X. If Company does not exercise its right to control the Third Party Action defence of an Infringement Claim pursuant to Clause 11.3.1(b)(ii) or (iii), then the Parties shall be reimbursed by ZOGENIX on a Quarterly basisjointly control the defence of such Infringement Claim. In additionsuch event, each Party shall have the right to retain its own counsel to participate in any the defence of such action which DESITIN commences as permitted by this Clause 13Infringement Claim at its sole expense, DESITIN shall seek ZOGENIX’s and neither Party may settle such Infringement Claim without the consent prior to concluding any settlement agreementof the other Party, which consent can shall not be withheld in its sole discretionunreasonably withheld. 13.6 In (f) If either Party becomes engaged in or participate in any suit described in this Clause 11.3, the other Party shall cooperate, and shall cause its and its Affiliates' employees to cooperate, with such Party in all reasonable respects in connection therewith. (g) If, as a result of any Infringement Claim, any royalties or other Losses are payable to a Third Party Actionas a result of the Development, Manufacture or Commercialisation of a Licensed Product in the Parties Field, then Company shall cooperate with each other in connection with any be solely responsible for the payment of all such claimamounts, suit or proceeding and unless such Infringement Claim is indemnifiable by C4X pursuant to Clause 13.2. Any such royalties payable by Company shall keep each other reasonably informed of any material developments in connection with any such claim, suit or proceeding, including providing access be treated as a Third Party royalty payments subject to relevant documents, material, personnel or other evidenceClause 8.4.

Infringement of Third Party Rights. 13.1 In If either Party becomes aware of any intellectual property in the event that Territory and/or the Limited Territory owned by a Third Party institutes that it believes will, or threatens to institute a patentmay, trade secret or other infringement proceeding against either Party or its Affiliates during be infringed by the Term, alleging that its or their manufacture, use importation, development or sale commercialization of the Product in the Territory infringes or the Third Party’s Intellectual Property Rights (a “Third Party Action”)Limited Territory as contemplated by this Agreement, each such Party shall promptly notify the other Party of the Third Party Action with such details as it has in its possession and the intellectual property. The Parties shall promptly convene a meeting of the SC to discuss the best way to respond. *** Certain information on this page has been omitted and filed separately with the Commission. Confidential treatment has been requested with respect to the omitted portions. 13.2 Upon receipt of any such notice the SC then shall discuss the potential infringement matter and to the extent necessary attempt seek in good faith to agree on whether the Parties should take a course license under such intellectual property, and if so, on what terms; provided that, if the Parties are unable to agree after a reasonable period, not to exceed thirty (30) days, of action. Such course of action may include: (a) obtaining an appropriate license from the Third Party; (b) contesting any claim or proceedings brought by the Third Party; or (c) bringing a declaratory judgment action against such Third Party. 13.3 ZOGENIX good faith discussions, then IceCure shall have the first right right, but not the obligation, to take any action agreed upon by the Parties in respect of the Third Party Action. If within [***] days the Parties fail to agree upon an appropriate course of action through discussions of the SC, ZOGENIX may decide upon the course of action with respect to any Third Party Action and may commence obtain such action or negotiate a license with on such infringed Third Party. 13.4 Neither Party shall settle any Third Party Action relating to the Product if such settlement admits the invalidity or unenforceability of any of the Licensed Technology, except terms as agreed it determines in writing between the Parties. 13.5 In the event that the SC determines that DESITIN is best positioned to commence any action in relation to or defence of the Third Party Action, DESITIN shall be entitled to credit up to [***]% of its reasonable costs and expenses (including legal and expert fees) or any Third Party royalties incurred against any royalty payment otherwise payable to ZOGENIX under this Agreementsole discretion. In the event that no any Third Party files a claim alleging infringement of the Intellectual Property Rights of such royalty payments are payable Third Party by DESITIN the manufacture, importation, development or commercialization of the Product in the Territory and/or the Limited Territory as contemplated by this Agreement, IceCure shall bring and control any defense of any such claim, at IceCure’s sole cost and expense and by counsel of its own choice, and Terumo shall have the right, to be represented in any such action by counsel of its own choice, at Terumo’s sole cost and expense. Neither Party shall enter into any settlement or compromise of any action under this Section 9.4 which would in any manner alter, diminish, or be in derogation of the other Party’s rights under this Agreement at without the time prior written consent of the such other Party, which shall not be unreasonably withheld or delayed. Subject to preceding sentence, IceCure shall be responsible for any and all fees, milestones, royalties and other payments owed to a Third Party Action, up to [***]% of under any reasonable costs and expenses or agreement entered by IceCure with such Third Party royalties incurred by DESITIN in connection with the Third Party Action shall be reimbursed by ZOGENIX on a Quarterly basis. In additionsale, offer for sale or import of the Product in any such action which DESITIN commences as permitted by this Clause 13, DESITIN shall seek ZOGENIX’s consent prior to concluding any settlement agreement, which consent can be withheld in its sole discretionthe Territory and the Limited Territory. 13.6 In any such Third Party Action, the Parties shall cooperate with each other in connection with any such claim, suit or proceeding and shall keep each other reasonably informed of any material developments in connection with any such claim, suit or proceeding, including providing access to relevant documents, material, personnel or other evidence.

Infringement of Third Party Rights. 13.1 In (a) Each Party shall promptly, but in any event no later than ten (10) days after receipt of notice of such action (but no less than ten (10) Business Days before the event expiry of any statutory timeline for taking action), notify the other in writing if any Third Party at any time provides written notice of a claim to, or brings an action, suit or proceeding against, either Party, or any of their respective Affiliates or sublicensees or subcontractors, claiming that the Development, Manufacture or Commercialization of the Licensed Compound or Licensed Product infringes a Third Party institutes Patent or threatens to institute a patent, trade secret or other infringement proceeding against either Party or its Affiliates during the Term, alleging that its or their manufacture, constitutes an unauthorised use or sale misappropriation of the Product in the Territory infringes the Third Party’s Intellectual Property Rights (a “Third Party ActionKnow-How (an “Infringement Claim”), each Party shall promptly notify the other of the Third Party Action with such details as it has in its possession and the Parties shall promptly convene a meeting of the SC to discuss the best way to respond. *** Certain information on this page has been omitted and filed separately with the Commission. Confidential treatment has been requested with respect to the omitted portions. 13.2 Upon receipt of any such notice the SC shall discuss the potential infringement and to the extent necessary attempt to agree on a course of action. Such course of action may include: (a) obtaining an appropriate license from the Third Party; (b) contesting any claim or proceedings brought by the Third Party; or (c) bringing a declaratory judgment action against such Third Party. 13.3 ZOGENIX Indivior shall have the first right but not the obligation, obligation to take control the defence of any action agreed upon by the Parties in respect of the Third Party ActionInfringement Claim. If within [***] days Indivior assumes the Parties fail defence of such Infringement Claim, Indivior shall bear the costs of such defence (unless such Infringement Claim is indemnifiable by Aelis pursuant to agree upon an appropriate course Section 13.2). Aelis will cooperate and assist Indivior in any such litigation controlled by Indivior. For purposes of action through discussions of Section 11, the SC, ZOGENIX may decide upon Party that defends the course of action with respect Infringement Claim and/or Infringement Actions (as defined below in Section 11.3.2(b)) shall be referred to any Third Party Action and may commence such action or negotiate a license with such infringed Third as the “Controlling Party”. 13.4 Neither Party shall settle any Third Party Action relating to the Product if such settlement admits the invalidity or unenforceability of any of the Licensed Technology, except as agreed in writing between the Parties. 13.5 (c) In the event that Indivior is the SC determines that DESITIN is best positioned to commence Controlling Party in any action that was brought solely against Xxxxx, Aelis shall take actions to enable Indivior to assume control of such action, in relation the name of Aelis if reasonably necessary. (d) The Controlling Party will have the exclusive right to or defence hire, dismiss and direct attorney(ies) and/or solicitor(s) to represent it (and in the event that the claim is brought against both Parties, to represent it and the other Party) with respect to the applicable Infringement Claims. The Controlling Party will have the exclusive right to settle any Infringement Claim, in consultation with the other Party but without consent of the Third Party Actionother Party, DESITIN shall be entitled unless such settlement: (i) would have an adverse impact on the other Party’s rights or ability to credit up to [***]% of perform its reasonable costs and expenses (including legal and expert fees) or any Third Party royalties incurred against any royalty payment otherwise payable to ZOGENIX obligations under this Agreement. In , (ii) makes any admission regarding wrongdoing by the event that no other Party, or the invalidity, unenforceability, limitation or absence of infringement of any Licensed Technology; (iii) subjects the other Party to an injunction or other equitable relief; or (iv) obligates the other Party to make a monetary payment, in each such royalty payments are payable by DESITIN under this Agreement at case of (i)-(iv), the time consent of the Third other Party Actionshall be required and shall not be unreasonably withheld, up conditioned or delayed. For purposes of clarity, any settlement that would involve the waiver of rights shall be deemed to [***]% have an adverse impact and shall require the consent of such other Party. (e) If Indivior wishes to assume control of the defence of any such Infringement Claim pursuant to Section 11.3.1(b), then Indivior may do so upon written notice to Xxxxx. If Indivior does not exercise its right to control the defence of an Infringement Claim pursuant to Section 11.3.1(b), then Aelis shall have the right, but no obligation, to control the defence of such Infringement Claim. (f) If either Party becomes engaged in or participates in any suit described in this Section 11.3, the other Party shall cooperate, and shall cause its and its Affiliates’ employees to cooperate, with such Party in all reasonable costs and expenses or Third Party royalties incurred by DESITIN respects in connection with the Third Party Action shall be reimbursed by ZOGENIX on a Quarterly basis. In addition, in any such action which DESITIN commences as permitted by this Clause 13, DESITIN shall seek ZOGENIX’s consent prior to concluding any settlement agreement, which consent can be withheld in its sole discretiontherewith. 13.6 In any such Third Party Action, the Parties shall cooperate with each other in connection with any such claim, suit or proceeding and shall keep each other reasonably informed of any material developments in connection with any such claim, suit or proceeding, including providing access to relevant documents, material, personnel or other evidence.

Infringement of Third Party Rights. 13.1 In the event that a Third Party institutes or threatens to institute a patent, trade secret or other infringement proceeding against either Party or its Affiliates during the Term, alleging that its or their manufacture, use or sale of the Product in the Territory infringes the Third Party’s Intellectual Property Rights (a “Third Party Action”), each Party shall promptly notify the other of the Third Party Action with such details as it has in its possession and the Parties shall promptly convene a meeting of the SC to discuss the best way to respond. *** Certain information on this page has been omitted and filed separately with the Commission. Confidential treatment has been requested with respect to the omitted portions. 13.2 Upon receipt of any such notice the SC shall discuss the potential infringement and to the extent necessary attempt to agree on a course of action. Such course of action may include: (a) obtaining an appropriate license from the Third Party; (b) contesting any claim or proceedings brought by the Third Party; or (c) bringing a declaratory judgment action against such Third Party. 13.3 ZOGENIX shall have the first right but not the obligation, to take any action agreed upon by the Parties in respect of the Third Party Action. If within [***] days the Parties fail to agree upon an appropriate course of action through discussions of the SC, ZOGENIX may decide upon the course of action with respect to any Third Party Action and may commence such action or negotiate a license with such infringed Third Party. 13.4 Neither Party shall settle any Third Party Action relating to the Product if such settlement admits the invalidity or unenforceability of any of the Licensed Technology, except as agreed in writing between the Parties. 13.5 In the event that the SC determines that DESITIN is best positioned to commence any action in relation to or defence of the Third Party Action, DESITIN shall be entitled to credit up to [***]% of its reasonable costs and expenses (including legal and expert fees) or any Third Party royalties incurred against any royalty payment otherwise payable to ZOGENIX under this Agreement. In the event that no such royalty payments are payable by DESITIN under this Agreement at the time of the Third Party Action, up to [***]% of any reasonable costs and expenses or Third Party royalties incurred by DESITIN in connection with the Third Party Action shall be reimbursed by ZOGENIX on a Quarterly basis. In addition, in any such action which DESITIN commences as permitted by this Clause 13, DESITIN shall seek ZOGENIX’s consent prior to concluding any settlement agreement, which consent can be withheld in its sole discretion. 13.6 In any such Third Party Action, the Parties shall cooperate with each other in connection with any such claim, suit or proceeding and shall keep each other reasonably informed of any material developments in connection with any such claim, suit or proceeding, including providing access to relevant documents, material, personnel or other evidence.

Infringement of Third Party Rights. 13.1 In (a) At its own cost and expense, Hyseq shall have the event that a first right to defend any action naming Hyseq, or both Parties, and claiming the infringement of (i) any Third Party institutes or threatens to institute a patent, trade secret Patent Rights or other infringement proceeding against either intellectual property rights through the making, having made, using, selling, offering to sell or having sold, importing, exporting or otherwise exploiting, transferring possession of title or interest in, Licensed Product, or (ii) any Third Party Trademark through the Development, manufacturing or its Affiliates Commercialization of a Licensed Product. The Parties shall [***] during the Termdefense of any such action. At Hyseq's cost and expense, alleging that Amgen shall [***]. If Hyseq finds it necessary or desirable to [***], at Hyseq's expense. Subject to the foregoing, Amgen shall, at its or their manufactureown expense, use or sale of the Product be entitled to participate in the Territory infringes the Third Party’s Intellectual Property Rights and to have counsel selected by it participate in any action in which Amgen is a named party. (a “Third Party Action”), each b) Each Party shall promptly notify the other upon becoming aware of the any actual, alleged or threatened Third Party Action with such details as it has in its possession and the Parties shall promptly convene a meeting of the SC to discuss the best way to respond. *** Certain information on this page has been omitted and filed separately with the Commission. Confidential treatment has been requested with respect to the omitted portions. 13.2 Upon receipt claim or action against Hyseq and/or Amgen for infringement of any such notice the SC shall discuss the potential infringement and to the extent necessary attempt to agree on a course of action. Such course of action may include: (a) obtaining an appropriate license from the Third Party; (b) contesting any claim or proceedings brought by the Third Party; or (c) bringing a declaratory judgment action against such Third Party. 13.3 ZOGENIX shall have the first right but not the obligation, to take any action agreed upon by the Parties in respect of the Third Party Action. If within Trademark through the Development, manufacturing or Commercialization of [***] days the Parties fail to agree upon an appropriate course of action through discussions of the SC, ZOGENIX may decide upon the course of action with respect to INDICATES THAT CERTAIN INFORMATION ON THIS PAGE HAS BEEN OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO RULE 24b-2. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH RESPECT TO THE OMITTED PORTIONS. a Licensed Product; or any Third Party Action Patent Rights through the making, having made, using, selling, offering to sell, and may commence such action importing, exporting or negotiate a license with such infringed Third Partyotherwise transferring physical possession of or otherwise transferring title in and to Licensed Products in the Territory. 13.4 (c) Neither Party shall settle enter into any Third Party Action relating to the Product if such settlement admits the invalidity or unenforceability of any of the Licensed Technology, except as agreed in writing between the Parties. 13.5 In the event suit referenced under this Section 6.4 that the SC determines that DESITIN is best positioned to commence any action in relation to or defence of the Third Party Action, DESITIN shall be entitled to credit up to [***]% of its reasonable costs and expenses . (including legal and expert feesd) or any Third A Party royalties incurred against any royalty payment otherwise payable to ZOGENIX defending suit under this Agreement. In Section 6.4 shall notify the event that no other Party of all substantive developments with respect to such royalty payments are payable by DESITIN under this Agreement at the time of the Third Party Actionenforcement or defensive actions including, up to [***]% of any reasonable costs but not limited to, all material filings, court papers and expenses or Third Party royalties incurred by DESITIN in connection with the Third Party Action shall be reimbursed by ZOGENIX on a Quarterly basis. In addition, in any such action which DESITIN commences as permitted by this Clause 13, DESITIN shall seek ZOGENIX’s consent prior to concluding any settlement agreement, which consent can be withheld in its sole discretion. 13.6 In any such Third Party Action, the Parties shall cooperate with each other in connection with any such claim, suit or proceeding and shall keep each other reasonably informed of any material developments in connection with any such claim, suit or proceeding, including providing access to relevant related documents, material, personnel or other evidencesubstantive settlement negotiations and offers of settlement.

Infringement of Third Party Rights. 13.1 In the event that a Third Party institutes or threatens to institute a patent, trade secret or other infringement proceeding against either Party or its Affiliates during the Term, alleging that its or their manufacture, use or sale of the Product in the Territory infringes the Third Party’s Intellectual Property Rights (a “Third Party Action”), each Each Party shall promptly notify the other in writing of any allegation by a Third Party that the Manufacture, Development, or Commercialization of the Licensed Compound or any Licensed Product infringes or may infringe the intellectual property rights of a Third Party. If a Third Party Action with such details as it has in asserts that any of its possession and Patents or other rights are infringed by the Parties shall promptly convene a meeting Manufacture, Commercialization or Development by Neos or its Affiliates of the SC to discuss Licensed Compound or any Licensed Product in a particular country in the best way to respond. *** Certain information on this page has been omitted and filed separately with the Commission. Confidential treatment has been requested with respect to the omitted portions. 13.2 Upon receipt of any such notice the SC shall discuss the potential infringement and to the extent necessary attempt to agree on Territory (a course of action. Such course of action may include: (a) obtaining an appropriate license from the “Third Party; (b) contesting any claim or proceedings brought by the Third Party; or (c) bringing a declaratory judgment action against such Third Party. 13.3 ZOGENIX Party Infringement Claim”), Neos shall have the first right right, but not the obligation, to take defend against any action agreed upon by such assertions at its sole cost and expense; provided, however that Neos shall have the Parties in respect of the Third Party Action. If within [***] days the Parties fail right to agree upon an appropriate course of action through discussions of the SC, ZOGENIX may decide upon the course of action deduct from any royalties owed under Section 8.3 to NeuRx with respect to the Licensed Compound or any Third Party Action and may commence Licensed Product which is the subject of such action or negotiate claim for a license with such infringed Third Party. 13.4 Neither Party shall settle any Third Party Action relating to the Product if such settlement admits the invalidity or unenforceability given Calendar Quarter fifty percent (50%) of any of the Licensed Technology, except as agreed in writing between the Parties. 13.5 In the event that the SC determines that DESITIN is best positioned to commence any action in relation to or defence of the Third Party Action, DESITIN shall be entitled to credit up to [***]% of its reasonable out-of-pocket costs and expenses (including legal and expert fees) or any Third Party royalties incurred against any royalty payment otherwise payable to ZOGENIX under this Agreement. In the event that no such royalty payments are payable by DESITIN under this Agreement at the time of the Third Party Action, up to [***]% of any reasonable costs and expenses or Third Party royalties incurred by DESITIN Neos in connection with the Third Party Action shall be reimbursed by ZOGENIX on a Quarterly basis. In addition, in any such action which DESITIN commences as permitted by this Clause 13, DESITIN shall seek ZOGENIX’s consent prior to concluding any settlement agreement, which consent can be withheld in its sole discretion. 13.6 In defending any such Third Party ActionInfringement Claim during such Calendar Quarter, unless such Third Party infringement claim is solely based on the Parties practice by Neos or its Affiliates of one or more inventions which are not covered or claimed by any Licensed Patent. NeuRx shall cooperate with each other fully and shall provide full access to documents, information and witnesses as reasonably requested by Neos in defending such action. Neos will reimburse all reasonable, out-of-pocket costs incurred in connection with such requested cooperation. To the extent Neos obtains any recovery from such claimThird Party as a result of any counter-claim brought against such Third Party, suit such recovery shall be used first to reimburse the Parties’ documented out-of-pocket legal expenses relating to the action or proceeding (including payment to NeuRx of the amounts offset from its royalty payments, if any, as provided above), and any remaining recovery relating to Licensed Products (including lost sales or lost profits with respect to Licensed Products) shall keep each other reasonably informed be retained by Neos and be deemed Net Sales subject to royalty payments to NeuRx in accordance with the royalty provisions of any material developments in connection with any such claim, suit or proceeding, including providing access to relevant documents, material, personnel or other evidenceSection 8.3.

Infringement of Third Party Rights. 13.1 In the event that a Third Party institutes or threatens to institute a patent, trade secret or other infringement proceeding against either Party or its Affiliates during the Term, alleging that its or their manufacture, use or sale of the Product in the Territory infringes the Third Party’s Intellectual Property Rights (a “Third Party Action”), each Each Party shall promptly notify the other Party in writing of any allegation by a Third Party that the activity of either Party or their Affiliates or Licensee Partners under this Agreement infringes or may infringe the intellectual property rights of such Third Party. If a Third Party asserts or files against a Party or its Affiliates any claim of infringement of the intellectual property rights of such Third Party Action with or other action relating to alleged infringement of such details as it has in its possession and intellectual property rights (“Third Party Infringement Action”), then, unless otherwise agreed by the Parties shall promptly convene a meeting of the SC to discuss the best way to respond. *** Certain information on this page has been omitted and filed separately with the Commission. Confidential treatment has been requested with respect to the omitted portions. 13.2 Upon receipt of any such notice the SC shall discuss the potential infringement and to the extent necessary attempt to agree on a course of action. Such course of action may includeParties: (ai) obtaining an appropriate license from In the event of a Third Party Infringement Action against a single Party; (b) contesting any claim or proceedings brought by , the Third Party; or (c) bringing a declaratory judgment action against such Third Party. 13.3 ZOGENIX unnamed Party shall have the first right but not right, in the obligationunnamed Party’s sole discretion, to take any participate in the defense of such legal action agreed upon with legal counsel selected by the Parties unnamed Party and reasonably acceptable to the named Party (the costs of which shall not be a Patent and Trademark Enforcement Cost or other cost that is a factor in respect the calculation of Profit or Loss). The Party named in such Third Party Infringement Action shall have the right to control the defense of the Third action, but shall notify and keep the unnamed Party Action. If within [***] days the Parties fail to agree upon an appropriate course apprised in writing of action through discussions of the SC, ZOGENIX may decide upon the course of action with respect to any Third Party Action and may commence such action or negotiate a license with and shall consider and take into account the unnamed Party’s reasonable interests and requests and suggestions regarding the defense of such infringed Third Party. 13.4 Neither Party shall settle any Third Party Action relating to the Product if such settlement admits the invalidity or unenforceability of any of the Licensed Technology, except as agreed in writing between the Parties. 13.5 In the event that the SC determines that DESITIN is best positioned to commence any action in relation to or defence of the Third Party Action, DESITIN shall be entitled to credit up to [***]% of its reasonable costs and expenses (including legal and expert fees) or any Third Party royalties incurred against any royalty payment otherwise payable to ZOGENIX under this Agreementaction. In the event that no such royalty payments are payable by DESITIN under this Agreement at the time of the a Third Party Action, up to [***]% of any reasonable costs and expenses or Third Party royalties incurred by DESITIN in connection with the Third Party Infringement Action shall be reimbursed by ZOGENIX on a Quarterly basis. In addition, in any such action which DESITIN commences as permitted by this Clause 13, DESITIN shall seek ZOGENIX’s consent prior to concluding any settlement agreement, which consent can be withheld in its sole discretion. 13.6 In any such Third Party Actionagainst both Parties, the Parties shall attempt to mutually agree as to which Party shall control the defense of such Third Party Infringement Action; provided that, in the event of the failure of the Parties to so mutually agree, [**] in which the suit arises shall have the right to control the defense of such Third Party Infringement Action. (ii) The non-controlling Party of a Third Party Infringement Action shall reasonably cooperate with each the controlling Party in the preparation and formulation of a defense to such Third Party Infringement Action, and in taking other steps reasonably necessary to respond to such Third Party Infringement Action. The controlling Party shall have the right to select its counsel for the defense to such Third Party Infringement Action, which counsel must be reasonably acceptable to the non-controlling Party if both Parties have been named as defendants in connection with the action. The non-controlling Party shall also have the right to participate and be represented in any such claim, suit by its own counsel at its own expense (and which shall not be a Patent and Trademark Enforcement Cost or proceeding other cost that is a factor in the calculation of Profit or Loss). The controlling Party shall not (and shall keep each other reasonably informed cause its Affiliates and Licensee Partners not to) either (A) admit infringement, validity or enforceability of the asserted intellectual property rights, (B) pay any material developments amount of money in connection with any such claimsettlement thereof, suit or proceeding, including providing access to relevant documents, material, personnel unless the controlling Party does not claim the payment as a Patent and Trademark Enforcement Cost or other evidencecost that is a factor in the calculation of Profit or Loss, or (C) enter into a license for the asserted intellectual property rights upon terms that would restrict either Party from fully exploiting such rights consistently with the scope of the rights and obligations of both Parties under this Agreement, in each case (A) through (C), without the written consent of the non-controlling Party, which will not be unreasonably withheld, conditioned or delayed. For the avoidance of doubt, except as provided in the foregoing clause (B), the costs of such defense and settlement (if approved by the non-controlling Party) shall be deemed Patent and Trademark Enforcement Costs that are factored into the calculation of Profit or Loss. (iii) If the Party entitled to control the defense under Section 10.4(a)(i) or (ii) fails to proceed in a timely manner with respect to such defense, the other Party shall have the right to control the defense of such claim upon the same conditions set forth therein. (iv) If requested by the Party controlling the defense, the Parties shall enter into a joint defense agreement that further outlines their rights and responsibilities consistent with the terms of this Section or as otherwise mutually agreed.

Infringement of Third Party Rights. 13.1 12.1 In the event that a Third Party institutes or threatens to institute a patent, trade secret or other infringement proceeding against either Party or its Affiliates or, in case of DESITIN, its permitted sublicensees, during the Term, alleging that its or their manufacture, manufacture worldwide or its or their use or sale of the Product in the Territory infringes the Third Party’s Intellectual Property Rights (a “Third Party Action”), each Party shall promptly notify the other of the Third Party Action with such details as it has in its possession and the Parties shall promptly convene a meeting of the SC to discuss the best way to respond. *** Certain information on this page has been omitted and filed separately with the Commission. Confidential treatment has been requested with respect to the omitted portions. 13.2 12.2 Upon receipt of any such notice the SC shall discuss the potential infringement and to the extent necessary attempt to agree on a course of action. Such course of action may include: (a) obtaining an appropriate license from the Third Party; (b) contesting any claim or proceedings brought by the Third Party; or (c) bringing a declaratory judgment action against such Third Party. 13.3 ZOGENIX 12.3 POZEN shall have the first right but not the obligation, to take any action agreed upon by the Parties in respect of the Third Party Action. If within [***] * days the Parties fail to agree upon an appropriate course of action through discussions of the SC, ZOGENIX POZEN may decide upon the course of action with respect to any Third Party Action and may commence such action or negotiate a license with such infringed Third Party. 13.4 12.4 Neither Party shall settle any Third Party Action relating to the Product if such settlement admits the invalidity or unenforceability of any of the Licensed Technology, except as agreed in writing between the Parties. 13.5 12.5 In the event that the SC determines that DESITIN is best positioned to commence any action in relation to or defence defense of the Third Party Action, DESITIN shall be entitled to credit up to [***]% of its reasonable costs and expenses (including legal and expert fees) or any Third Party royalties incurred against any royalty payment otherwise payable to ZOGENIX POZEN under this Agreement. In , provided, however, that in no event shall the event that no such royalty payments are payable due POZEN be reduced by DESITIN under this Agreement at the time of the Third Party Action, up to [more than *** percent (***]% %). For the avoidance of any reasonable costs doubt, all additional rights and expenses or Third Party royalties incurred remedies available to the DESITIN Parties pursuant to Clause 13.1 shall remain unaffected by DESITIN in connection with the Third Party Action shall be reimbursed by ZOGENIX on a Quarterly basisprovisions of this Clause 12. In addition, in any such action which DESITIN commences as permitted by this Clause 1312, DESITIN shall seek ZOGENIXPOZEN’s consent prior to concluding any settlement agreement, which consent can be withheld in its sole discretion. 13.6 12.6 In any such Third Party Action, the Parties shall cooperate with each other in connection with any such claim, suit or proceeding and shall keep each other reasonably informed of any material developments in connection with any such claim, suit or proceeding, including providing access to relevant documents, material, personnel or other evidence. A Party not leading a Third Party Action shall have the right to participate in such action using counsel of its choice at its own expense. In any claim, suit or proceeding under this Clause 12, the Party leading such Third Party Action agrees to provide the other Party with copies of all pleadings filed in such action and to allow the other Party reasonable opportunity to participate in the defense of the claims.

Infringement of Third Party Rights. 13.1 In 9.3.1 If the event that a Third Party institutes or threatens to institute a patent, trade secret or other infringement proceeding against either Party or its Affiliates during the Term, alleging that its or their manufacture, use or sale of Licensed Product constitutes an infringement, or may reasonably be deemed to constitute an infringement, of the Product rights of a Third Party [*] in the Territory infringes (the “Infringed Third Party’s Intellectual Property Rights (a “Third Party Action”), each Party shall promptly shall, as soon as it becomes aware of such potential infringement, notify the other of the Third Party Action with such details as it has thereof in its possession and the writing. 9.3.2 The Parties shall promptly convene after receipt of a meeting of the SC notice referred to in Section 9.3.1 above, discuss the best way to respond. *** Certain information on this page has been omitted and filed separately with the Commission. Confidential treatment has been requested with respect to the omitted portions. 13.2 Upon receipt of any such notice the SC shall discuss the potential infringement situation and to the extent necessary attempt to agree on a course of action. Such course of action may include: include (ai) obtaining an appropriate license from the Infringed Third Party; ; (bii) contesting any claim or proceedings brought by the Infringed Third Party; or Party or (ciii) bringing a declaratory judgment action against such Infringed Third Party. 13.3 ZOGENIX shall have the first right but not the obligation, to take any action agreed upon by the Parties in respect of the Third Party Action. 9.3.3 If within [***] fourteen (14) days the Parties fail to agree upon an appropriate course of action through discussions of the SCaction, ZOGENIX (i) SLI may decide upon the course of action with respect to any action which relates or would relate predominantly to any of SLI’s formulation and/or drug delivery technologies (an “SLI Action”), and (ii) Indevus shall decide upon the course of action with respect to any action which relates or would relate predominantly to Compound, Licensed Product or to any of Indevus’ other proprietary technologies (an “Indevus Action”). All these decisions shall be made in the interest of further development and/or commercialization of the Licensed Product, including the negotiation of an appropriate license from such Infringed Third Party, but in no event may either Party obligate the other Party (the “Affected Party”) to pay any royalty or undertake any action, or restrict the Affected Party from taking any action permitted to it under this Agreement. Each Party shall keep the other Party fully informed as to progress of such negotiations or the defense of any suit or claim. 9.3.4 In the event that SLI fails or refuses to negotiate a license from any Infringed Third Party relating to an SLI Action, or SLI fails to defend any SLI Action and then Indevus may commence defend such action and/or (subject to the prior written consent of SLI such consent not to be unreasonably withheld or delayed) negotiate a license with such infringed Infringed Third Party. 13.4 Neither Party shall settle . Indevus or any Indevus Affiliate may also negotiate such a license from any Infringed Third Party Action relating to the Product if such settlement admits the invalidity or unenforceability of any of the Licensed TechnologyParty, except as agreed in writing between the Parties. 13.5 In the event that the SC determines that DESITIN is best positioned to commence any action in relation to or defence of the Third Party Action, DESITIN shall be entitled to credit up to [***]% of its reasonable costs and expenses (including legal and expert fees) or any Third Party royalties incurred against any royalty payment otherwise payable to ZOGENIX under this Agreement. In the event that no such royalty payments are payable by DESITIN under this Agreement at the time of the Third Party Actiondiscretion, up to [***]% of any reasonable costs and expenses or Third Party royalties incurred by DESITIN in connection with the Third Party Action shall be reimbursed by ZOGENIX on a Quarterly basis. In addition, in any such action which DESITIN commences as permitted by this Clause 13, DESITIN shall seek ZOGENIX’s consent prior to concluding any settlement agreement, which consent can be withheld in its sole discretion. 13.6 In any such Third Party Action, the Parties shall cooperate with each other in connection with any Indevus Action. In either such claimevent, Indevus shall keep SLI fully informed of such negotiations. 9.3.5 Subject to the last sentence of this Section 9.3.5, if Indevus or any Indevus Affiliate is required to pay damages as a result of any such action or enters into a license with such Infringed Third Party, then such damages or license fees or other payments or royalties actually paid to such Third Party by Indevus for sale of Licensed Product [*] (“Third Party Payments”) shall be creditable against the royalty payments due SLI with respect to the sale of Licensed Product by Indevus or any Indevus Affiliate [*] as follows: (i) if the Infringed Third Party has rights to a patent that had issued or for which an application had been published prior to the Effective Date, then [*] of such Third Party Payments shall be creditable; (ii) if the Infringed Third Party has rights to a patent that had not issued and for which an application had not been published prior to the Effective Date, then [*] of such Third Party Payments shall be creditable, provided, however, that in no event shall any amounts creditable in any Quarter under this Section 9.3.5 exceed [*] of applicable royalty payments due SLI on Net Sales for such Quarter. The foregoing provisions of this Section 9.3.5 shall not apply if it is determined that the infringement is of claims contained in the patent rights held by the Infringed Third Party covering an aspect of Licensed Product that is not encompassed in the SLI Intellectual Property, the SLI Technology or the activities conducted by SLI with respect to the application of the SLI Technology to Licensed Product under a Development Plan. 9.3.6 If Indevus decides to defend a suit or proceeding claim referred to in Section 9.3.4 above relating to an SLI Action, where SLI has chosen not to do so or has failed to negotiate a license then Indevus shall have the right to apply each Quarter’s royalties otherwise payable to SLI under Section 5.6 on Net Sales [*] in which the Infringed Third Party claims to have rights against its reasonable legal and shall keep each other reasonably informed of any material developments experts’ fees and expenses in connection with any defending such claim, suit or proceeding, including providing access claim relating to relevant documents, material, personnel or other evidencean SLI Action.

Infringement of Third Party Rights. 13.1 In the event that 12.1 If either party to this License Agreement shall become aware of any action, or suit, or threat of action or suit, by a Third Party institutes or threatens to institute a patent, trade secret or other infringement proceeding against either Party or its Affiliates during the Term, third party alleging that its or their the manufacture, use use, marketing, distribution, offer for sale or sale of any Licensed Product infringes a patent or violates any other proprietary rights of any third party, the Product in the Territory infringes the Third Party’s Intellectual Property Rights (a “Third Party Action”), each Party party aware of same shall promptly notify the other party of the Third Party Action with same and fully disclose the basis therefor within ten (10) days of becoming aware of such details as it has in its possession and the Parties shall promptly convene a meeting action, or suit, or threat of the SC to discuss the best way to respond. *** Certain information on this page has been omitted and filed separately with the Commission. Confidential treatment has been requested with respect to the omitted portionssuch action or suit. 13.2 Upon receipt of any such notice the SC shall discuss the potential infringement and to the extent necessary attempt to agree on a course of action. Such course of action may include: (a) obtaining an appropriate license from the Third Party; (b) contesting any claim or proceedings brought by the Third Party; or (c) bringing a declaratory judgment action against such Third Party. 13.3 ZOGENIX 12.2 Impax shall have the first right right, but not the obligation, (a) to take any action agreed upon by secure a license, at Impax's expense, with the Parties right to sublicense, which would obviate the alleged infringement and Impax shall grant to NCH, at no additional cost, a sublicense under such license; or (b) to develop at Impax's expense one or more substitute Licensed Products which are substantially equivalent in respect performance to the then-existing Licensed Products but which are free of the Third Party Actionalleged infringement. If within [***] days the Parties fail to agree upon an appropriate course of action through discussions of the SCNCH shall cooperate at NCH's reasonable expense in such development, ZOGENIX and in negotiations for such license, as Impax may decide upon the course of action with respect to any Third Party Action and may commence such action or negotiate a license with such infringed Third Partyreasonably request. 13.4 Neither Party shall settle any Third Party Action relating to the Product if such settlement admits the invalidity or unenforceability of any of the Licensed Technology, except as agreed in writing between the Parties. 13.5 12.3 In the event that the SC determines that DESITIN is best positioned Impax elects not to commence any action in relation to or defence exercise its rights under Section 12.2 within ninety (90) days of the Third Party Action, DESITIN shall be entitled to credit up to [***]% receiving notice of its reasonable costs and expenses (including legal and expert fees) or any Third Party royalties incurred against any royalty payment otherwise payable to ZOGENIX under this Agreement. In the event that no such royalty payments are payable by DESITIN under this Agreement at the time of the Third Party Action, up to [***]% of any reasonable costs and expenses or Third Party royalties incurred by DESITIN in connection with the Third Party Action shall be reimbursed by ZOGENIX on a Quarterly basis. In addition, in any such action which DESITIN commences as permitted by this Clause 13, DESITIN shall seek ZOGENIX’s consent prior to concluding any settlement agreement, which consent can be withheld in its sole discretion. 13.6 In any such Third Party Action, the Parties shall cooperate with each other in connection with any such claim, suit or proceeding otherwise notifies NCH within such ninety (90) days that it does not intend to exercise such right, NCH shall have the right to defend any such claim at its own expense and shall keep each other reasonably informed sole discretion as to the control, conduct and prosecution of such defense. If, by the terms of any material developments in connection with any settlement or if by a judgment, decree or decision of a court, tribunal or other authority of competent jurisdiction emanating from NCH's defense of such claim, suit NCH is required to obtain a license from a third party in order to make, have made, use, offer for sale, sell or proceedingimport Licensed Product (hereinafter "Third Party License") and/or to compensate or pay damages to such third party, including providing access and/or pay royalties under such license, and/or incur cost or expense in the defense of such claim, then, NCH shall have the right to relevant documentscredit all of such compensation, materialdamages, personnel royalties and reasonable out-of-pocket cost and expense against running royalties owed to Impax until such time as any allowable credit is fully taken. 12.4 Nothing in this Article 12, or other evidencein Article 11, shall be construed as a waiver or cure of any breach of any warranties set forth in Article 7, or any release of any claim by NCH as may be appropriate relating thereto.

Infringement of Third Party Rights. 13.1 In the event that a Third 8.4.1. Each Party institutes or threatens to institute a patent, trade secret or other infringement proceeding against either Party or its Affiliates during the Term, alleging that its or their manufacture, use or sale of the Product in the Territory infringes the Third Party’s Intellectual Property Rights (a “Third Party Action”), each Party shall will promptly notify the other Party in writing of any notice or claim of any allegation of infringement or commencement against it of any suit or action for infringement of a third-party patent based upon or arising from actions taken under the Third licenses granted in this Agreement (“Third-Party Action Infringement Claim”). If such Third-Party Infringement Claim is alleged or commenced against Licensee, Licensee will have the sole right to defend and settle such Third-Party Infringement Claim, and Licensee will not be obligated to enter into negotiations with such details as it has in its possession and third party to obtain rights for either Licensee or Licensors under the Parties shall promptly convene a meeting of the SC third-party patent. Subject to discuss the best way to respond. *** Certain information on this page has been omitted and filed separately with the Commission. Confidential treatment has been requested with respect to the omitted portions. 13.2 Upon receipt of any Section 9.1, if such notice the SC shall discuss the potential infringement and to the extent necessary attempt to agree on a course of action. Such course of action may include: (a) obtaining an appropriate license from the Third Party; (b) contesting any claim Third-Party Infringement Claim is alleged or proceedings brought by the Third Party; or (c) bringing a declaratory judgment action commenced against such Third Party. 13.3 ZOGENIX shall Licensor(s), Licensee will have the first right right, but not the obligation, to take any action agreed upon by defend and settle such Third-Party Infringement Claim, provided, however, that Licensee will not be obligated to enter into negotiations with such third party to obtain rights for Licensors under the Parties in respect of the Third Party Actionthird-party patent. If within [***] days the Parties fail to agree upon an appropriate course of action through discussions of the SC, ZOGENIX may decide upon the course of action with With respect to any Third such defense by Licensee of a Third-Party Action and may commence Infringement Claim alleged or commenced against a Licensor, Licensee will not make any settlements of such action Third-Party Infringement Claim that would materially adversely affect a Licensor’s rights or negotiate a license with such infringed Third Party. 13.4 Neither Party shall settle any Third Party Action relating to the Product if such settlement admits the invalidity or unenforceability of any of interests in the Licensed Technology, except as agreed Auxiliary Technologies or the Auxiliary Technology Patents without first obtaining the Licensors’ prior written consent, not to be unreasonably withheld or delayed. If Licensee opts not to defend or settle such Third-Party Infringement Claim alleged or commenced against a Licensor, then subject to Section 9.1, Licensee will notify Licensors of such decision and, at Licensors’ expense, Licensors will have the right to undertake the defense or settlement of such Third-Party Infringement Claim. In any defense of a Third-Party Infringement Claim under this Section 8.4, the non-defending Party will reasonably cooperate with the defending Party in writing between the Parties. 13.5 In defense of such Third-Party Infringement Claim, including by cooperating with the event that defending Party in the SC determines that DESITIN is best positioned assessment of such Third-Party Infringement Claim and, if requested by the defending Party, by assisting such defending Party in the development and evaluation of any available defense(s) in response to commence any action in relation to or defence such Third-Party Infringement Claim based on the invalidity and/or non-infringement of the Third subject third-party patent(s). Notwithstanding any provision of Section 9.1 to the contrary, the non-defending Party Action, DESITIN shall be entitled to credit up to [***]% bear the cost of its reasonable costs and expenses (including legal and expert fees) or any Third Party royalties incurred against any royalty payment otherwise payable to ZOGENIX under this Agreement. In the event that no such royalty payments are payable by DESITIN under this Agreement at the time of the Third Party Action, up to [***]% of any reasonable costs and expenses or Third Party royalties incurred by DESITIN in connection with the Third Party Action shall be reimbursed by ZOGENIX on a Quarterly basis. In addition, cooperation in any such action which DESITIN commences as permitted by this Clause 13defense of a Third-Party Infringement Claim. Additionally, DESITIN shall seek ZOGENIXif in Licensee’s consent prior reasonable opinion, a Licensed Product is likely to concluding any settlement agreementbecome the subject of a Third-Party Infringement Claim, which consent can be withheld upon Licensee’s reasonable request therefor, Licensors shall, at Licensors’ expense, assist Licensee in its sole discretion. 13.6 In any such Third Party Action, the Parties shall cooperate with each other in connection with any such claim, suit or proceeding assessment of the subject third-party patent(s) and shall keep each other reasonably informed the development of any material developments in connection with any bases of invalidity and/or non-infringement of such claim, suit or proceeding, including providing access to relevant documents, material, personnel or other evidencethird-party patent(s).

Infringement of Third Party Rights. 13.1 In the event of a party becoming aware that the exercise of either party’s rights and obligations pursuant to this Agreement are infringing or may infringe the rights of a Third Party institutes or threatens to institute a patentParty, trade secret or other infringement proceeding against either Party or its Affiliates during the Term, alleging that its or their manufacture, use or sale of the Product in the Territory infringes the Third Party’s Intellectual Property Rights (a “Third Party Action”), each Party shall it will promptly so notify the other party and provide it with such details of the Third Party Action with such details as it has in its possession rights and the Parties shall promptly convene a meeting extent of the SC infringement as are known to discuss it. The Principal shall be entitled at its discretion to contest any such Third Party claim or proceedings or otherwise to take such steps to terminate such infringement or remedy the best way position and where necessary enter any Third Party license agreement in respect of such infringement such that the Distributor will lawfully be able to respondpractice the rights and licenses granted hereunder. No later […*** Certain information on this page has been omitted and filed separately with *…] from becoming aware of or receiving notification in relation to such infringement of the Commission. Confidential treatment has been requested with respect rights of a Third Party, the Principal shall inform the Distributor whether it intends to contest the omitted portions. 13.2 Upon receipt of claim or take such other steps necessary to terminate any such notice infringement (including the SC shall discuss negotiation of a Third Party license agreement) and, if the potential infringement Principal decides not to contest the claim or take other steps necessary to terminate such infringement, and to the extent necessary attempt to agree on a course of action. Such course of action permitted under the Development and License Agreement, the Distributor may include: (a) obtaining an appropriate license from the thereafter contest any such Third Party; (b) contesting any Party claim or proceedings brought by at the Third Party; or (c) bringing Distributor’s own cost. If the Principal does contest the claim or take steps to terminate such infringement it shall keep the Distributor informed of its actions in this regard. If the Principal enters into a declaratory judgment action against such Third Party. 13.3 ZOGENIX shall have the first right but not the obligation, to take any action agreed upon by the Parties in respect of the Third Party Action. If within [***] days the Parties fail to agree upon an appropriate course of action through discussions of the SC, ZOGENIX may decide upon the course of action with respect to any Third Party Action and may commence such action or negotiate a license with such infringed Third Party. 13.4 Neither Party shall settle any Third Party Action relating to the Product if such settlement admits the invalidity or unenforceability of any of the Licensed Technology, except as agreed in writing between the Parties. 13.5 In the event that the SC determines that DESITIN is best positioned to commence any action in relation to or defence of the Third Party Action, DESITIN shall be entitled to credit up to [***]% of its reasonable costs and expenses (including legal and expert fees) or agreement any Third Party royalties or license fees incurred against any royalty payment otherwise payable to ZOGENIX under this Agreementin regard shall be borne solely by the Principal. In the event that no such royalty payments are payable by DESITIN under this Agreement at the time of the Third Party Action, up to [***]% of any reasonable costs and expenses or Third Party royalties incurred by DESITIN in connection with Confidential Treatment Requested 13.2 Where the Third Party Action shall be reimbursed by ZOGENIX on a Quarterly basis. In addition, in any such action which DESITIN commences as permitted by this Clause 13, DESITIN shall seek ZOGENIX’s consent prior to concluding any settlement agreement, which consent can be withheld in its sole discretion. 13.6 In Distributor has assumed responsibility for contesting any such Third Party Actionclaim or proceedings in accordance with Clause 13.1 (including the negotiations of a Third Party license agreement), the Parties Distributor shall cooperate keep the Principal reasonably informed of its actions in this regard and the Principal will provide the Distributor with each other all reasonable co-operation in connection with such actions. Without limitation this shall include the Distributor furnishing the Principal with drafts of any proposed Third Party license agreement and the Distributor seeking the Principal’s approval to the terms of any such agreement. The Distributor shall not enter into any such Third Party license agreement without the prior written approval of the Principal to such agreement (which shall not be unreasonably withheld or delayed). The Principal shall reimburse the Distributor’s reasonable costs in defending any such claim, suit . Any Third Party license fees incurred in this regard shall be borne solely by the Principal. 13.3 Should there be any unresolved dispute between the parties as to the necessity for or proceeding and shall keep each other reasonably informed the commercial terms of any material developments in connection with any such claimThird Party license agreement, suit or proceeding, including providing access an expert (which for these purposes shall be deemed to relevant documents, material, personnel or other evidencebe suitably expert senior patent counsel) shall be appointed to resolve the issue.

Infringement of Third Party Rights. 13.1 In (a) At its own cost and expense, Hyseq shall have the event that a first right to defend any action naming Hyseq, or both Parties, and claiming the infringement of (i) any Third Party institutes or threatens to institute a patent, trade secret Patent Rights or other infringement proceeding against either intellectual property rights through the making, having made, using, selling, offering to sell or having sold, importing, exporting or otherwise exploiting, transferring possession of title or interest in, Licensed Product, or (ii) any Third Party Trademark through the Development, manufacturing or its Affiliates Commercialization of a Licensed Product. The Parties shall [***] during the Termdefense of any such action. At Hyseq's cost and expense, alleging that Amgen shall [***]. If Hyseq finds it necessary or desirable to [***] at Hyseq's expense. Subject to the foregoing, [***] INDICATES THAT CERTAIN INFORMATION ON THIS PAGE HAS BEEN OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO RULE 24B-2. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH RESPECT TO THE OMITTED PORTIONS. Amgen shall, at its or their manufactureown expense, use or sale of the Product be entitled to participate in the Territory infringes the Third Party’s Intellectual Property Rights and to have counsel selected by it participate in any action in which Amgen is a named party. (a “Third Party Action”), each b) Each Party shall promptly notify the other upon becoming aware of the any actual, alleged or threatened Third Party Action with such details as it has in its possession and the Parties shall promptly convene a meeting of the SC to discuss the best way to respond. *** Certain information on this page has been omitted and filed separately with the Commission. Confidential treatment has been requested with respect to the omitted portions. 13.2 Upon receipt claim or action against Hyseq and/or Amgen for infringement of any such notice Third Party Trademark through the SC shall discuss Development, manufacturing or Commercialization of a Licensed Product; or any Third Party Patent Rights through the potential infringement making, having made, using, selling, offering to sell, and importing, exporting or otherwise transferring physical possession of or otherwise transferring title in and to Licensed Products in the extent necessary attempt to agree on a course of action. Such course of action may include: (a) obtaining an appropriate license from the Third Party; (b) contesting any claim or proceedings brought by the Third Party; orTerritory. (c) bringing a declaratory judgment action against such Third Party. 13.3 ZOGENIX shall have the first right but not the obligation, to take any action agreed upon by the Parties in respect of the Third Party Action. If within [***] days the Parties fail to agree upon an appropriate course of action through discussions of the SC, ZOGENIX may decide upon the course of action with respect to any Third Party Action and may commence such action or negotiate a license with such infringed Third Party. 13.4 Neither Party shall settle enter into any Third Party Action relating to the Product if such settlement admits the invalidity or unenforceability of any of the Licensed Technology, except as agreed in writing between the Parties. 13.5 In the event suit referenced under this Section 6.4 that the SC determines that DESITIN is best positioned to commence any action in relation to or defence of the Third Party Action, DESITIN shall be entitled to credit up to [***]% of its reasonable costs and expenses . (including legal and expert feesd) or any Third A Party royalties incurred against any royalty payment otherwise payable to ZOGENIX defending suit under this Agreement. In Section 6.4 shall notify the event that no other Party of all substantive developments with respect to such royalty payments are payable by DESITIN under this Agreement at the time of the Third Party Actionenforcement or defensive actions including, up to [***]% of any reasonable costs but not limited to, all material filings, court papers and expenses or Third Party royalties incurred by DESITIN in connection with the Third Party Action shall be reimbursed by ZOGENIX on a Quarterly basis. In addition, in any such action which DESITIN commences as permitted by this Clause 13, DESITIN shall seek ZOGENIX’s consent prior to concluding any settlement agreement, which consent can be withheld in its sole discretion. 13.6 In any such Third Party Action, the Parties shall cooperate with each other in connection with any such claim, suit or proceeding and shall keep each other reasonably informed of any material developments in connection with any such claim, suit or proceeding, including providing access to relevant related documents, material, personnel or other evidencesubstantive settlement negotiations and offers of settlement.

Infringement of Third Party Rights. 13.1 In the event that a Third Party institutes or threatens to institute a patent, trade secret or other infringement proceeding against either Party or its Affiliates during the Term, alleging that its or their manufacture, use or sale of the Product in the Territory infringes the Third Party’s Intellectual Property Rights (a “Third Party Action”), each Each Party shall promptly notify the other Party in writing of any allegation by a Third Party that the activity of either Party or their Affiliates or Licensee Partners under this Agreement infringes or may infringe the intellectual property rights of such Third Party. If a Third Party asserts or files against a Party or its Affiliates, in the ROW Territory, any claim of infringement of the intellectual property rights of such Third Party Action with or other action relating to alleged infringement of such details as it has in its possession and intellectual property rights (“Third Party Infringement Action”), then, unless otherwise agreed by the Parties shall promptly convene a meeting of the SC to discuss the best way to respond. *** Certain information on this page has been omitted and filed separately with the Commission. Confidential treatment has been requested with respect to the omitted portions. 13.2 Upon receipt of any such notice the SC shall discuss the potential infringement and to the extent necessary attempt to agree on a course of action. Such course of action may includeParties: (ai) obtaining an appropriate license from In the event of a Third Party Infringement Action against a single Party; (b) contesting any claim or proceedings brought by , the Third Party; or (c) bringing a declaratory judgment action against such Third Party. 13.3 ZOGENIX unnamed Party shall have the first right but not right, in the obligationunnamed Party’s sole discretion, to take any participate in the defense of such legal action agreed upon with legal counsel selected by the Parties unnamed Party and reasonably acceptable to the named Party (the costs of which shall not be a Patent and Trademark Enforcement Cost or other cost that is a factor in respect the calculation of ROW Territory Profit or Loss). The Party named in such Third Party Infringement Action shall have the right to control the defense of the Third action, but shall notify and keep the unnamed Party Action. If within [***] days the Parties fail to agree upon an appropriate course apprised in writing of action through discussions of the SC, ZOGENIX may decide upon the course of action with respect to any Third Party Action and may commence such action or negotiate a license with and shall consider and take into account the unnamed Party’s reasonable interests and requests and suggestions regarding the defense of such infringed Third Party. 13.4 Neither Party shall settle any Third Party Action relating to the Product if such settlement admits the invalidity or unenforceability of any of the Licensed Technology, except as agreed in writing between the Parties. 13.5 In the event that the SC determines that DESITIN is best positioned to commence any action in relation to or defence of the Third Party Action, DESITIN shall be entitled to credit up to [***]% of its reasonable costs and expenses (including legal and expert fees) or any Third Party royalties incurred against any royalty payment otherwise payable to ZOGENIX under this Agreementaction. In the event that no such royalty payments are payable by DESITIN under this Agreement at the time of the a Third Party Action, up to [***]% of any reasonable costs and expenses or Third Party royalties incurred by DESITIN in connection with the Third Party Infringement Action shall be reimbursed by ZOGENIX on a Quarterly basis. In addition, in any such action which DESITIN commences as permitted by this Clause 13, DESITIN shall seek ZOGENIX’s consent prior to concluding any settlement agreement, which consent can be withheld in its sole discretion. 13.6 In any such Third Party Actionagainst both Parties, the Parties shall attempt to mutually agree as to which Party shall control the defense of such Third Party Infringement Action; provided that, in the event of an Agios Opt-Out Notice or the failure of the Parties to so mutually agree, Celgene shall have the right to control the defense of such Third Party Infringement Action. (ii) The non-controlling Party of a Third Party Infringement Action shall reasonably cooperate with each the controlling Party in the preparation and formulation of a defense to such Third Party Infringement Action, and in taking other steps reasonably necessary to respond to such Third Party Infringement Action. The controlling Party shall have the right to select its counsel for the defense to such Third Party Infringement Action, which counsel must be reasonably acceptable to the non-controlling Party if both Parties have been named as defendants in connection with the action. The non-controlling Party shall also have the right to participate and be represented in any such claim, suit by its own counsel at its own expense (and which shall not be a Patent and Trademark Enforcement Cost or proceeding other cost that is a factor in the calculation of ROW Territory Profit or Loss). The controlling Party shall not (and shall keep each other reasonably informed cause its Affiliates and Licensee Partners not to) either (A) admit infringement, validity or enforceability of the asserted intellectual property rights, (B) pay any material developments amount of money in connection with any such claimsettlement thereof, suit or proceeding, including providing access to relevant documents, material, personnel unless the controlling Party does not claim the payment as a Patent and Trademark Enforcement Cost or other evidencecost that is a factor in the calculation of ROW Territory Profit or Loss, or (C) enter into a license for the asserted intellectual property rights upon terms that would restrict either Party from fully exploiting such rights consistently with the scope of the rights and obligations of both Parties under this Agreement and the AGI-23088 US Agreement, in each case (A) - (C), without the written consent of the non-controlling Party, which will not to be unreasonably withheld, conditioned or delayed. For the avoidance of doubt, except as provided in the foregoing clause (B), the costs of such defense and settlement (if approved by the non-controlling Party) shall be deemed Patent and Trademark Enforcement Costs that are factored into the calculation of ROW Territory Profit or Loss. (iii) If the Party entitled to control the defense under Section 10.4(a)(i) or (ii) fails to proceed in a timely manner with respect to such defense, the other Party shall have the right to control the defense of such claim upon the same conditions set forth therein. (iv) If requested by the Party controlling the defense, the Parties shall enter into a joint defense agreement that further outlines their rights and responsibilities consistent with the terms of this Section or as otherwise mutually agreed.]

Infringement of Third Party Rights. 13.1 In the event that a Third Party institutes or threatens to institute a patent, trade secret or other infringement proceeding against either Party or its Affiliates during the Term, alleging that its or their manufacture, use or sale of the Product in the Territory infringes the Third Party’s Intellectual Property Rights (a “Third Party Action”), each Each Party shall promptly notify the other Party in writing of any allegation by a Third Party that the activity of either Party pursuant to this Agreement infringes or may infringe the intellectual property rights of such Third Party. Amylin shall have the sole right to control any defense of any such claim involving alleged infringement of Third Party rights by Amylin’s activities, at its own expense and by counsel of its own choice, and Takeda shall have the right, at its own expense, to be represented in any such action by counsel of its own choice. Takeda shall have the sole right to control any defense of any such claim involving alleged infringement of Third Party rights by Takeda’s activities, at its own expense and by counsel of its own choice, and Amylin shall have the right, at its own expense, to be represented in any such action by counsel of its own choice. Neither Party shall enter into any settlement or compromise of any action under this Section 12.5 which would in any manner alter, diminish, or be in derogation of the other Party’s rights under this Agreement without the prior written consent of such other Party, which shall not be unreasonably withheld. In the event that it is determined by any court of competent jurisdiction that the research, Development, manufacture, distribution, use, sale, import, export or other Commercialization of a Licensed Compound or Product, conducted in accordance with the terms and conditions of this Agreement, infringes, or the OSC determines that such activities are likely to infringe, any patent, copyright, trademark, data exclusivity right or trade secret right arising under Applicable Laws of any Third Party Action with such details as it has in its possession and Party, the Parties shall promptly convene use Commercially Reasonable Efforts to: (i) procure a meeting of the SC to discuss the best way to respond. *** Certain information on this page has been omitted and filed separately with the Commission. Confidential treatment has been requested with respect to the omitted portions. 13.2 Upon receipt of any such notice the SC shall discuss the potential infringement and to the extent necessary attempt to agree on a course of action. Such course of action may include: (a) obtaining an appropriate license from the Third Party; (b) contesting any claim or proceedings brought by the Third Party; or (c) bringing a declaratory judgment action against such Third Party. 13.3 ZOGENIX Party authorizing Amylin and Takeda to continue to conduct such activities; or (ii) modify such activities with Takeda’s prior written consent, so as to render it non-infringing. If a license is obtained from such Third Party the cost of such license shall have the first right but not the obligation, to take any action agreed upon by be allocated between the Parties in respect of the Third Party Action. If within [***] days accordance with Section 8.5, provided the Parties fail have agreed to agree upon an appropriate course of action through discussions of the SC, ZOGENIX may decide upon the course of action with respect to any Third Party Action and may commence undertake such action or negotiate a license with such infringed Third Party. 13.4 Neither Party shall settle any Third Party Action relating to the Product if such settlement admits the invalidity or unenforceability of any of the Licensed Technology, except as agreed in writing between the Parties. 13.5 cost. In the event that the SC determines OSC decides that DESITIN is best positioned to commence any action in relation to or defence neither of the Third Party Action, DESITIN shall be entitled to credit up to [***]% of its reasonable costs and expenses (including legal and expert fees) foregoing alternatives is reasonably available or any Third Party royalties incurred against any royalty payment otherwise payable to ZOGENIX under this Agreement. In the event that no such royalty payments are payable by DESITIN under this Agreement at the time of the Third Party Action, up to [***]% of any reasonable costs and expenses or Third Party royalties incurred by DESITIN in connection with the Third Party Action shall be reimbursed by ZOGENIX on a Quarterly basis. In addition, in any such action which DESITIN commences as permitted by this Clause 13, DESITIN shall seek ZOGENIX’s consent prior to concluding any settlement agreement, which consent can be withheld in its sole discretion. 13.6 In any such Third Party Actioncommercially feasible, the Parties shall cooperate may mutually agree to terminate this Agreement for the Licensed Compound or Product affected in accordance with each other in connection with any such claim, suit or proceeding and shall keep each other reasonably informed of any material developments in connection with any such claim, suit or proceeding, including providing access to relevant documents, material, personnel or other evidenceSection 13.2.5.

Infringement of Third Party Rights. 13.1 In the event that a Third Party institutes or threatens to institute a patent, trade secret or other infringement proceeding against either Party or its Affiliates during the Term, alleging that its or their manufacture, use or sale of the Product in the Territory infringes the Third Party’s Intellectual Property Rights (a “Third Party Action”), each Each Party shall promptly notify the other Party in writing of any allegation by a Third Party that the activity of either Party or their Affiliates or Licensee Partners under this Agreement infringes or may infringe the intellectual property rights of such Third Party. If a Third Party asserts or files against a Party or its Affiliates, in the US Territory, any claim of infringement of the intellectual property rights of such Third Party Action with or other action relating to alleged infringement of such details as it has in its possession and intellectual property rights (“Third Party Infringement Action”), then, unless otherwise agreed by the Parties shall promptly convene a meeting of the SC to discuss the best way to respond. *** Certain information on this page has been omitted and filed separately with the Commission. Confidential treatment has been requested with respect to the omitted portions. 13.2 Upon receipt of any such notice the SC shall discuss the potential infringement and to the extent necessary attempt to agree on a course of action. Such course of action may includeParties: (ai) obtaining an appropriate license from In the event of a Third Party Infringement Action against a single Party; (b) contesting any claim or proceedings brought by , the Third Party; or (c) bringing a declaratory judgment action against such Third Party. 13.3 ZOGENIX unnamed Party shall have the first right but not right, in the obligationunnamed Party’s sole discretion, to take any participate in the defense of such legal action agreed upon with legal counsel selected by the Parties unnamed Party and reasonably acceptable to the named Party (the costs of which shall not be a Patent and Trademark Enforcement Cost or other cost that is a factor in respect the calculation of US Territory Profit or Loss). The Party named in such Third Party Infringement Action shall have the right to control the defense of the Third action, but shall notify and keep the unnamed Party Action. If within [***] days the Parties fail to agree upon an appropriate course apprised in writing of action through discussions of the SC, ZOGENIX may decide upon the course of action with respect to any Third Party Action and may commence such action or negotiate a license with and shall consider and take into account the unnamed Party’s reasonable interests and requests and suggestions regarding the defense of such infringed Third Party. 13.4 Neither Party shall settle any Third Party Action relating to the Product if such settlement admits the invalidity or unenforceability of any of the Licensed Technology, except as agreed in writing between the Parties. 13.5 In the event that the SC determines that DESITIN is best positioned to commence any action in relation to or defence of the Third Party Action, DESITIN shall be entitled to credit up to [***]% of its reasonable costs and expenses (including legal and expert fees) or any Third Party royalties incurred against any royalty payment otherwise payable to ZOGENIX under this Agreementaction. In the event that no such royalty payments are payable by DESITIN under this Agreement at the time of the a Third Party Action, up to [***]% of any reasonable costs and expenses or Third Party royalties incurred by DESITIN in connection with the Third Party Infringement Action shall be reimbursed by ZOGENIX on a Quarterly basis. In addition, in any such action which DESITIN commences as permitted by this Clause 13, DESITIN shall seek ZOGENIX’s consent prior to concluding any settlement agreement, which consent can be withheld in its sole discretion. 13.6 In any such Third Party Actionagainst both Parties, the Parties shall attempt to mutually agree as to which Party shall control the defense of such Third Party Infringement Action; provided that, in the event of an Agios Opt-Out Notice or the failure of the Parties to so mutually agree, Celgene shall have the right to control the defense of such Third Party Infringement Action. (ii) The non-controlling Party of a Third Party Infringement Action shall reasonably cooperate with each the controlling Party in the preparation and formulation of a defense to such Third Party Infringement Action, and in taking other steps reasonably necessary to respond to such Third Party Infringement Action. The controlling Party shall have the right to select its counsel for the defense to such Third Party Infringement Action, which counsel must be reasonably acceptable to the non-controlling Party if both Parties have been named as defendants in connection with the action. The non-controlling Party shall also have the right to participate and be represented in any such claim, suit by its own counsel at its own expense (and which shall not be a Patent and Trademark Enforcement Cost or proceeding other cost that is a factor in the calculation of US Territory Profit or Loss). The controlling Party shall not (and shall keep each other reasonably informed cause its Affiliates and Licensee Partners not to) either (A) admit infringement, validity or enforceability of the asserted intellectual property rights, (B) pay any material developments amount of money in connection with any such claimsettlement thereof, suit or proceeding, including providing access to relevant documents, material, personnel unless the controlling Party does not claim the payment as a Patent and Trademark Enforcement Cost or other evidencecost that is a factor in the calculation of US Territory Profit or Loss, or (C) enter into a license for the asserted intellectual property rights upon terms that would restrict either Party from fully exploiting such rights consistently with the scope of the rights and obligations of both Parties under this Agreement and the AGI-23088 ROW Agreement, in each case (A) - (C), without the written consent of the non-controlling Party, which will not to be unreasonably withheld, conditioned or delayed. For the avoidance of doubt, except as provided in the foregoing clause (B), the costs of such defense and settlement (if approved by the non-controlling Party) shall be deemed Patent and Trademark Enforcement Costs that are factored into the calculation of US Territory Profit or Loss. (iii) If the Party entitled to control the defense under Section 10.4(a)(i) or (ii) fails to proceed in a timely manner with respect to such defense, the other Party shall have the right to control the defense of such claim upon the same conditions set forth therein. (iv) If requested by the Party controlling the defense, the Parties shall enter into a joint defense agreement that further outlines their rights and responsibilities consistent with the terms of this Section or as otherwise mutually agreed.]

Infringement of Third Party Rights. 13.1 In the event that a Third 8.5.1. Each Party institutes or threatens to institute a patent, trade secret or other infringement proceeding against either Party or its Affiliates during the Term, alleging that its or their manufacture, use or sale of the Product in the Territory infringes the Third Party’s Intellectual Property Rights (a “Third Party Action”), each Party shall will promptly notify the other Party in writing of any notice or claim of any allegation of infringement or commencement against it of any suit or action for infringement of a third-party patent based upon or arising from actions taken under the Third licenses granted in this Agreement (“Third-Party Action Infringement Claim”). If such Third-Party Infringement Claim is alleged or commenced against Licensee, Licensee will have the sole right to defend and settle such Third-Party Infringement Claim, and Licensee will not be obligated to enter into negotiations with such details as it has in its possession third party to obtain rights for either Licensee or Licensor under the third-party patent. Subject to, and the Parties shall promptly convene a meeting of the SC to discuss the best way to respond. *** Certain information on this page has been omitted and filed separately with the Commission. Confidential treatment has been requested with respect to the omitted portions. 13.2 Upon receipt of any without limiting Section 9.1, if such notice the SC shall discuss the potential infringement and to the extent necessary attempt to agree on a course of action. Such course of action may include: (a) obtaining an appropriate license from the Third Party; (b) contesting any claim Third-Party Infringement Claim is alleged or proceedings brought by the Third Party; or (c) bringing a declaratory judgment action commenced against such Third Party. 13.3 ZOGENIX shall Licensor, Licensor will have the first right right, but not the obligation, to take any action agreed upon by defend and settle such Third-Party Infringement Claim, provided, however, that Licensor will not be obligated to enter into negotiations with such third party to obtain rights for Licensee under the Parties in respect of the Third Party Actionthird-party patent. If within [***] days the Parties fail to agree upon an appropriate course of action through discussions of the SC, ZOGENIX may decide upon the course of action with With respect to any Third such defense by Licensee of a Third-Party Action Infringement Claim alleged or commenced against Licensee, Licensee will not make any settlements of such Third-Party Infringement Claim that would materially adversely affect Licensor’s rights or interests in the Licensed Patents without first obtaining Licensor’s prior written consent, not to be unreasonably withheld, conditioned, or delayed. With respect to any such defense by Licensor of a Third-Party Infringement Claim alleged or commenced against Licensor, Licensor will not make any settlements of such Third-Party Infringement Claim that would materially adversely affect Licensee’s rights or interests in the Licensed Patents without first obtaining Licensee’s prior written consent, not to be unreasonably withheld, conditioned, or delayed. In any defense of a Third-Party Infringement Claim under this Section 8.5, the non-defending Party will reasonably cooperate with the defending Party in the defense of such Third-Party Infringement Claim, including by cooperating with the defending Party in the assessment of such Third-Party Infringement Claim and, if requested by the defending Party, by assisting such defending Party in the development and may commence evaluation of any available defense(s) in response to such action or negotiate a license with such infringed Third Party. 13.4 Neither Third-Party Infringement Claim based on the invalidity and/or non-infringement of the subject third-party patent(s). Subject to, and without limiting Section 9.1, the non-defending Party shall settle bear the cost of its cooperation in any Third such defense of a Third-Party Action relating Infringement Claim. Additionally, if in Licensee’s reasonable opinion, a Licensed Product is likely to become the Product if such settlement admits subject of a Third-Party Infringement Claim, upon Licensee’s reasonable request therefor, Licensor shall in good faith assist Licensee in the invalidity or unenforceability assessment of the subject third-party patent(s) and the development of any bases of the Licensed Technologyinvalidity and/or non-infringement of such third-party patent(s), except as agreed in writing between the Parties. 13.5 In the event that the SC determines that DESITIN is best positioned subject to commence Licensee’s reimbursement of any action in relation to or defence of the Third Party Action, DESITIN shall be entitled to credit up to [***]% of its reasonable costs and expenses (including legal and expert fees) or any Third Party royalties incurred against any royalty payment otherwise payable to ZOGENIX under this Agreement. In the event that no such royalty payments are payable by DESITIN under this Agreement at the time of the Third Party Action, up to [***]% of any reasonable costs and expenses or Third Party royalties incurred by DESITIN Licensor in connection with the Third Party Action shall be reimbursed by ZOGENIX on a Quarterly basis. In addition, in any such action which DESITIN commences as permitted by this Clause 13, DESITIN shall seek ZOGENIX’s consent prior to concluding any settlement agreement, which consent can be withheld in its sole discretiontherewith. 13.6 In any such Third Party Action, the Parties shall cooperate with each other in connection with any such claim, suit or proceeding and shall keep each other reasonably informed of any material developments in connection with any such claim, suit or proceeding, including providing access to relevant documents, material, personnel or other evidence.

Infringement of Third Party Rights. 13.1 In 10.4.1 Each Party shall bring to the event attention of the other Party any Relevant Third Party Patent Right that it discovers where it believes that the conduct of Development, Manufacture, or Commercialisation of Licensed Products in a country or region of the Territory or outside the Territory would infringe the Relevant Third Party Patent Right. [***]. 10.4.2 [***]. 10.4.3 [***]. 10.4.4 If the Development, Manufacture or Commercialization in the Territory of any Licensed Product or other activity of either of the Parties pursuant to the Agreement is alleged by a Third Party institutes or threatens to institute infringe a patent, trade secret or other infringement proceeding against either Party or its Affiliates during the Term, alleging that its or their manufacture, use or sale of the Product in the Territory infringes the Third Party’s Intellectual Property Rights (a “Third Patents, the Party Action”), each Party becoming aware of such allegation shall promptly notify the other of Party. If any such allegation subsequently results in the Third Party Action with such details as it bringing infringement proceedings, Licensee has in its possession and the Parties shall promptly convene a meeting of the SC to discuss the best way to respond. *** Certain information on this page has been omitted and filed separately with the Commission. Confidential treatment has been requested with respect to the omitted portions. 13.2 Upon receipt of any such notice the SC shall discuss the potential infringement and to the extent necessary attempt to agree on a course of action. Such course of action may include: (a) obtaining an appropriate license from the Third Party; (b) contesting any claim or proceedings brought by the Third Party; or (c) bringing a declaratory judgment action against such Third Party. 13.3 ZOGENIX shall have the first right right, but not the obligation, to take control any action agreed upon by the Parties in respect defense of the any such claim involving alleged infringement of Third Party Action. If within [***] days the Parties fail to agree upon an appropriate course of action through discussions of the SC, ZOGENIX may decide upon the course of action with respect to any Third Party Action and may commence such action or negotiate a license with such infringed Third Party. 13.4 Neither Party shall settle any Third Party Action relating to the Product if such settlement admits the invalidity or unenforceability of any of the Licensed Technology, except as agreed in writing between the Parties. 13.5 In the event that the SC determines that DESITIN is best positioned to commence any action in relation to or defence of the Third Party Action, DESITIN shall be entitled to credit up to [***]% of its reasonable costs and expenses (including legal and expert fees) or any Third Party royalties incurred against any royalty payment otherwise payable to ZOGENIX Patents by Licensee’s activities under this Agreement, at its own expense and by counsel of its own choice. In the event that no ReViral shall provide reasonable assistance to Licensee for such royalty payments are payable by DESITIN under this Agreement at the time of the Third Party Action, up to [***]% of any reasonable costs defence and expenses or Third Party royalties incurred by DESITIN in connection with the Third Party Action shall be reimbursed by ZOGENIX on a Quarterly basis. In addition, join in any such action which DESITIN commences as permitted if reasonably required by this Clause 13Licensee in order to defend such claim or to assert all available defences and claims, DESITIN and shall seek ZOGENIX’s consent prior to concluding any settlement agreement, which consent can be withheld in its sole discretioncooperate reasonably with the Licensee. 13.6 In 10.4.5 With regard to any such information (including materials) disclosed pursuant to this Agreement by one Party to the other Party regarding intellectual property rights owned or Controlled by Third Party ActionParties, the Parties shall cooperate with each other agree that they have a common legal interest in connection with any such claimdetermining whether, suit and to what extent, Third Party intellectual property rights may affect the Development, Manufacturing, or proceeding and shall keep each other reasonably informed Commercialization of any material developments Licensed Product, and have a further common legal interest in connection defending against any actual or prospective Third Party claims based on allegations of misuse or infringement of intellectual property rights relating to the Development, Manufacturing, or Commercialization of any Licensed Product. Accordingly, the Parties agree that all such information obtained by one Party from the other Party will be used solely for purposes of the Parties’ common legal interests with respect to the conduct of this Agreement. All information will be treated as protected by the attorney-client privilege, the work product privilege, and any other privilege or immunity that may otherwise be applicable. By sharing any information, neither Party intends to waive or limit any privilege or immunity that may apply to the shared information. Neither Party shall have the authority to waive any privilege or immunity on behalf of the other Party without such claimother Party’s prior written consent, suit nor shall the waiver of privilege or proceeding, including providing access immunity resulting from the conduct of one Party be deemed to relevant documents, material, personnel or apply against any other evidenceParty.

Infringement of Third Party Rights. 13.1 In the event that 11.1 If either party to this License Agreement shall become aware of any action, or suit, or receive a Third Party institutes written threat of action or threatens to institute suit, by a patent, trade secret or other infringement proceeding against either Party or its Affiliates during the Term, third party alleging that its or their the manufacture, use use, marketing, distribution, offer for sale or sale of any Licensed Ingredients infringes a patent or trademark, or violates any other proprietary rights of any third party, the Product in the Territory infringes the Third Party’s Intellectual Property Rights (a “Third Party Action”), each Party party aware of same shall promptly notify the other party of the Third Party Action with same and fully disclose the basis therefor within ten (10) days of becoming aware of such details as it has in its possession and the Parties shall promptly convene a meeting action, or suit, or threat of the SC to discuss the best way to respond. *** Certain information on this page has been omitted and filed separately with the Commission. Confidential treatment has been requested with respect to the omitted portionssuch action or suit. 13.2 Upon receipt of any such notice the SC shall discuss the potential infringement and to the extent necessary attempt to agree on a course of action. Such course of action may include: (a) obtaining an appropriate license from the Third Party; (b) contesting any claim or proceedings brought by the Third Party; or (c) bringing a declaratory judgment action against such Third Party. 13.3 ZOGENIX 11.2 GalaGen shall have the first right right, but not the obligation: (a) to secure a license, at GalaGen's expense, with the right to take any action agreed upon by sublicense, which would obviate the Parties in respect alleged infringement and GalaGen shall grant to NCH, at no additional cost, a sublicense under such license; or (b) to develop at GalaGen's expense one or more substitute Licensed Ingredients acceptable to NCH which are free of the Third Party Actionalleged infringement. If NCH shall cooperate at NCH's reasonable expense in such development, and in negotiations for such license, as GalaGen may reasonably request. 11.3 In the event GalaGen elects not to exercise its rights under Section 11.2 within ninety (90) days of receiving notice of such claim, or otherwise notifies NCH within such ninety (90) days that it does not intend to exercise such right, NCH shall have the right to defend any such claim at its own expense and sole discretion as to the control, conduct and prosecution of such defense. [***] days the Parties fail to agree upon an appropriate course of action through discussions of the SCCONFIDENTIAL TREATMENT REQUESTED, ZOGENIX may decide upon the course of action with respect to any Third Party Action and may commence such action or negotiate a license with such infringed Third PartyPORTION OMITTED FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION. 13.4 Neither Party shall settle any Third Party Action relating to the Product if such settlement admits the invalidity or unenforceability of any of the Licensed Technology, except as agreed in writing between the Parties. 13.5 In the event that the SC determines that DESITIN is best positioned to commence any action in relation to or defence of the Third Party Action, DESITIN shall be entitled to credit up to [***]% 11.4 Nothing in this Article 11, or in Article 10 hereof, shall be construed as a waiver or cure of its reasonable costs and expenses (including legal and expert fees) any breach of any warranties set forth in Article 6 hereof or any Third Party royalties incurred against any royalty payment otherwise payable to ZOGENIX under this Agreement. In the event that no such royalty payments are payable by DESITIN under this Agreement at the time of the Third Party Action, up to [***]% release of any reasonable costs and expenses or Third Party royalties incurred claim by DESITIN in connection with the Third Party Action shall NCH as may be reimbursed by ZOGENIX on a Quarterly basis. In addition, in any such action which DESITIN commences as permitted by this Clause 13, DESITIN shall seek ZOGENIX’s consent prior to concluding any settlement agreement, which consent can be withheld in its sole discretionappropriate relating thereto. 13.6 In any such Third Party Action, the Parties shall cooperate with each other in connection with any such claim, suit or proceeding and shall keep each other reasonably informed of any material developments in connection with any such claim, suit or proceeding, including providing access to relevant documents, material, personnel or other evidence.

Infringement of Third Party Rights. 13.1 In the event that a Third 8.5.1. Each Party institutes or threatens to institute a patent, trade secret or other infringement proceeding against either Party or its Affiliates during the Term, alleging that its or their manufacture, use or sale of the Product in the Territory infringes the Third Party’s Intellectual Property Rights (a “Third Party Action”), each Party shall will promptly notify the other Party in writing of any notice or claim of any allegation of infringement or commencement against it of any suit or action for infringement of a third-party patent based upon or arising from actions taken under the Third licenses granted in this Agreement (“Third-Party Action Infringement Claim”). If such Third-Party Infringement Claim is alleged or commenced against Licensee, Licensee will have the sole right to defend and settle such Third-Party Infringement Claim, and Licensee will not be obligated to enter into negotiations with such details as it has in its possession third party to obtain rights for either Licensee or Licensor under the third-party patent. Subject to, and the Parties shall promptly convene a meeting of the SC to discuss the best way to respond. *** Certain information on this page has been omitted and filed separately with the Commission. Confidential treatment has been requested with respect to the omitted portions. 13.2 Upon receipt of any without limiting Section 9.1, if such notice the SC shall discuss the potential infringement and to the extent necessary attempt to agree on a course of action. Such course of action may include: (a) obtaining an appropriate license from the Third Party; (b) contesting any claim Third-Party Infringement Claim is alleged or proceedings brought by the Third Party; or (c) bringing a declaratory judgment action commenced against such Third Party. 13.3 ZOGENIX shall Licensor, Licensor will have the first right right, but not the obligation, to take any action agreed upon by defend and settle such Third-Party Infringement Claim, provided, however, that Licensor will not be obligated to enter into negotiations with such third party to obtain rights for Licensee under the Parties in respect of the Third Party Actionthird-party patent. If within [***] days the Parties fail to agree upon an appropriate course of action through discussions of the SC, ZOGENIX may decide upon the course of action with With respect to any Third such defense by Licensee of a Third-Party Action Infringement Claim alleged or commenced against Licensee, Licensee will not make any settlements of such Third-Party Infringement Claim that would materially adversely affect Licensor’s rights or interests in the Licensed Patents without first obtaining Licensor’ prior written consent, not to be unreasonably withheld or delayed. In any defense of a Third-Party Infringement Claim under this Section 8.5, the non-defending Party will reasonably cooperate with the defending Party in the defense of such Third-Party Infringement Claim, including by cooperating with the defending Party in the assessment of such Third-Party Infringement Claim and, if requested by the defending Party, by assisting such defending Party in the development and may commence evaluation of any available defense(s) in response to such action or negotiate a license with such infringed Third Party. 13.4 Neither Third-Party Infringement Claim based on the invalidity and/or non-infringement of the subject third-party patent(s). Subject to, and without limiting Section 9.1, the non-defending Party shall settle bear the cost of its cooperation in any Third such defense of a Third-Party Action relating Infringement Claim. Additionally, if in Licensee’s reasonable opinion, a Licensed Product is likely to become the Product if such settlement admits subject of a Third-Party Infringement Claim, upon Licensee’s reasonable request therefor, Licensor shall in good faith assist Licensee in the invalidity or unenforceability assessment of the subject third-party patent(s) and the development of any bases of the Licensed Technologyinvalidity and/or non-infringement of such third-party patent(s), except as agreed in writing between the Parties. 13.5 In the event that the SC determines that DESITIN is best positioned subject to commence Licensee’s reimbursement of any action in relation to or defence of the Third Party Action, DESITIN shall be entitled to credit up to [***]% of its reasonable costs and expenses (including legal and expert fees) or any Third Party royalties incurred against any royalty payment otherwise payable to ZOGENIX under this Agreement. In the event that no such royalty payments are payable by DESITIN under this Agreement at the time of the Third Party Action, up to [***]% of any reasonable costs and expenses or Third Party royalties incurred by DESITIN Licensor in connection with the Third Party Action shall be reimbursed by ZOGENIX on a Quarterly basis. In addition, in any such action which DESITIN commences as permitted by this Clause 13, DESITIN shall seek ZOGENIX’s consent prior to concluding any settlement agreement, which consent can be withheld in its sole discretiontherewith. 13.6 In any such Third Party Action, the Parties shall cooperate with each other in connection with any such claim, suit or proceeding and shall keep each other reasonably informed of any material developments in connection with any such claim, suit or proceeding, including providing access to relevant documents, material, personnel or other evidence.