Common use of Infringement Clause in Contracts

Infringement. 14.01 LICENSEE shall immediately notify LICENSOR of any unauthorized use and/or suspected infringement of the INTELLECTUAL PROPERTY. Such notification shall include, without limitation, immediately forwarding to LICENSOR any and all documents relating to any such unauthorized use or suspected infringement and providing LICENSOR with any and all facts and circumstances relating to such unauthorized use or suspected infringement. 14.02 LICENSOR shall have the primary, and in the first instance sole, right to institute a suit for infringement, unfair competition or other action with respect to any unauthorized use or suspected infringement. LICENSOR shall have the sole discretion to determine how to handle or otherwise deal with any infringement or unauthorized use of the INTELLECTUAL PROPERTY, including the right to settle or otherwise compromise any dispute or suit, and shall promptly notify LICENSEE of its decision. LICENSOR shall have no duty to initiate such litigation if, in its sole judgment, such litigation is not warranted or is not in its best interests. 14.03 LICENSEE may join and be represented in, at its own expense by its own counsel, any proceeding relating to any unauthorized use or suspected infringement to prove its own interests. 14.04 LICENSEE agrees that it shall, at all times, reasonably cooperate with LICENSOR and its counsel, in all respects, with respect to any unauthorized use or suspected or alleged infringement at LICENSOR's expense, including, but not limited to, having LICENSEE's principals, directors, employees, officers and/or agents testify, and making available any records, papers, information, specimens and the like when requested by LICENSOR. 14.05 Any damages and/or recovery received pursuant to such litigation or settlement or compromise shall be the sole and exclusive property of LICENSOR. 14.06 If LICENSOR decides, in its discretion, not to take any action with respect to an unauthorized use or suspected infringement, then LICENSEE may, at its own option and sole expense, take such action on its own behalf as it deems appropriate and any damages, recovery, settlement or compromise obtained thereby shall be for the account of LICENSEE.

Infringement. 14.01 LICENSEE Licensee shall immediately notify LICENSOR Licensor in writing promptly upon learning of any unauthorized use and/or suspected infringement of the INTELLECTUAL PROPERTYTrademarks or IP Rights, or imitation or counterfeiting of Licensed Products in the Territory. Such notification Licensor thereupon shall includeat its sole discretion take such action as it deems advisable for the protection of its rights in and to the Trademarks, IP Rights and Licensed Products and, if requested to do so by Licensor, Licensee shall provide reasonable assistance to Licensor in all respects, including, without limitation, immediately forwarding by being plaintiffs or co-plaintiffs in any one or more lawsuits in connection therewith and by causing their officers to LICENSOR any execute pleadings and all documents relating to any such unauthorized use or suspected infringement other related documents. The institution and providing LICENSOR with any conduct of litigation, the selection of attorneys and all facts the settlement of litigation and circumstances relating to such unauthorized use or suspected infringement. 14.02 LICENSOR shall have claims affecting the primary, Trademarks and IP Rights in the first instance sole, right to institute a suit for infringement, unfair competition or other action with respect to any unauthorized use or suspected infringement. LICENSOR shall have the sole discretion to determine how to handle or otherwise deal with any infringement or unauthorized use of the INTELLECTUAL PROPERTY, including the right to settle or otherwise compromise any dispute or suit, and shall promptly notify LICENSEE of its decision. LICENSOR shall have no duty to initiate such litigation if, in its sole judgment, such litigation is not warranted or is not in its best interests. 14.03 LICENSEE may join and be represented in, at its own expense by its own counsel, any proceeding relating to any unauthorized use or suspected infringement to prove its own interests. 14.04 LICENSEE agrees that it shall, at all times, reasonably cooperate with LICENSOR and its counsel, in all respects, with respect to any unauthorized use or suspected or alleged infringement at LICENSOR's expense, including, but not limited to, having LICENSEE's principals, directors, employees, officers and/or agents testify, and making available any records, papers, information, specimens and the like when requested by LICENSOR. 14.05 Any damages and/or recovery received pursuant to such litigation or settlement or compromise Territory shall be entirely within the sole discretion of Licensor and exclusive property of LICENSOR. 14.06 If LICENSOR decidesunder Licensor’s control. Licensee may, in its discretion, not participate in such litigation relating to infringing Products at its own expense with its own attorneys. In no event, however, will Licensor be required to take any action if it deems it inadvisable to do so and Licensee will have no right to take any action with respect to an unauthorized use the Trademarks or suspected infringementIP Rights without Licensor’s prior written consent. All costs and expenses, then LICENSEE mayincluding reasonable legal and investigative fees incurred in connection with any such actions which are so undertaken, at its own option and sole expense, take such action on its own behalf as it deems appropriate and any damages, recovery, settlement or compromise obtained thereby shall be for borne equally Licensor and Licensee, and each party’s expenses shall be reimbursed out of any monetary recovery obtained, and the account remainder, if any, shall be divided equally between the parties. If the monetary recovery obtained is not sufficient to fully reimburse both parties, the parties’ expenses shall be reimbursed on a pro rata basis out of LICENSEEsuch monetary recovery.

Infringement. 14.01 9.1 If the production, sale, import or use of LICENSED PRODUCTS under this LICENSE AGREEMENT results in any claim for patent infringement against LICENSEE, AFFILIATES, SUBLICENSEEs, or any customer(s) or sublicensee(s) of the foregoing, LICENSEE shall, upon becoming aware of such claim and subject to any applicable confidentiality obligations, promptly notify the UNIVERSITY thereof in writing, setting forth the facts of such claim in reasonable detail. As between the parties to this LICENSE AGREEMENT, LICENSEE shall immediately notify LICENSOR have the first and primary right [***] at its own expense to defend and control the defense of any unauthorized use such claim, by counsel of its own choice. LICENSEE shall be free to enter into a settlement, consent judgment, or other voluntary disposition of any such actions, provided that any settlement, consent judgment or other voluntary disposition of such actions which (i) [***], (ii) [***], or (iii) [***] must be approved by UNIVERSITY, such approval not being unreasonably withheld. UNIVERSITY shall provide LICENSEE notice of such approval or denial of such approval within [***] ([***]) business days of any request for such approval by LICENSEE, provided that (i) in the event UNIVERSITY wishes to deny such approval, such notice shall include a detailed written description of UNIVERSITY’s reasonable objections to the proposed settlement, consent judgment, or other voluntary disposition, and (ii) UNIVERSITY shall be deemed to have approved of such proposed settlement, consent judgment, or other voluntary disposition in the event it fails to provide such notice within such [***] ([***]) day period in accordance herewith. UNIVERSITY agrees to cooperate with LICENSEE in any reasonable manner deemed by LICENSEE to be necessary in defending any such action. LICENSEE shall reimburse UNIVERSITY for [***] out of pocket expenses incurred in providing such assistance. 9.2 In the event that any PATENT RIGHTS licensed to LICENSEE are infringed by a third party, LICENSEE shall have the first, primary right, but not the obligation, to institute, prosecute and control any action or proceeding with respect to such infringement, by counsel of its choice, including any declaratory judgment action arising from such infringement. Subject to Section 9.5, UNIVERSITY shall reasonably cooperate in any such action or proceeding at LICENSEE’s sole expense, including joining in such action or proceeding. LICENSEE shall be free to enter into a settlement, consent judgment, or other voluntary disposition of such action, provided that any settlement, consent judgment or other voluntary disposition of such actions which (i) [***], (ii) [***], or (iii) [***] must be approved by UNIVERSITY, such approval not to be unreasonably withheld. UNIVERSITY shall provide LICENSEE notice of its approval or denial of such approval within [***] ([***]) business days of any request for such approval by LICENSEE, provided that (i) in the event UNIVERSITY wishes to deny such approval, such notice shall include a detailed written description of UNIVERSITY’s reasonable objections to the proposed settlement, consent judgment, or other voluntary disposition, and (ii) UNIVERSITY shall be deemed to have approved of such proposed settlement, consent judgment, or other voluntary disposition in the event it fails to provide such notice within such [***] ([***]) day period in accordance herewith. If LICENSEE recovers monetary damages in the form of lost profits from a third party infringer as a remedy for the infringement of PATENT RIGHTS licensed hereunder, then LICENSEE shall first apply such recovery to the costs and expenses incurred in obtaining or negotiating for such recovery (including but not limited to attorneys’ fees), and pay to UNIVERSITY the [***] . If LICENSEE recovers monetary damages in the form of an ongoing reasonable royalty as a remedy for the infringement of PATENT RIGHTS and/or suspected consideration for an ongoing license with respect to such PATENT RIGHTS, then, after applying such royalty to the recovery of the costs and expenses incurred in obtaining or negotiating for such royalty (including but not limited to attorneys’ fees), the remaining amount of any such royalty shall be [***]. 9.3 If, within [***] ([***]) months after receiving notice of any alleged infringement of the INTELLECTUAL PROPERTY. Such notification PATENT RIGHTS by a third party, LICENSEE (i) shall includehave been unsuccessful in persuading the alleged infringer to desist, without limitation(ii) shall not have brought and shall not be diligently prosecuting an infringement action, immediately forwarding to LICENSOR any and all documents relating to any such unauthorized use or suspected infringement and providing LICENSOR (iii) has not entered into settlement discussions with any and all facts and circumstances relating respect to such unauthorized use infringement, or suspected infringement. 14.02 LICENSOR if LICENSEE shall notify UNIVERSITY in writing, at any time prior thereto, of its intention not to undertake any of the foregoing actions with respect to the alleged infringer, then UNIVERSITY shall have the primaryright, and in but not the first instance soleobligation, right to institute a suit for infringement, unfair competition or other action with respect to any unauthorized use or suspected infringement. LICENSOR shall have the sole discretion to determine how to handle or otherwise deal with any infringement or unauthorized use of the INTELLECTUAL PROPERTY, including the right to settle or otherwise compromise any dispute or suit, and shall promptly notify LICENSEE of its decision. LICENSOR shall have no duty to initiate such litigation if, in its sole judgment, such litigation is not warranted or is not in its best interests. 14.03 LICENSEE may join and be represented inprosecute, at its own expense by and utilizing counsel of its own counselchoice, any proceeding relating to any unauthorized use or suspected infringement to prove its own interests. 14.04 LICENSEE agrees that it shall, at all times, reasonably cooperate with LICENSOR and its counsel, in all respects, with respect to any unauthorized use or suspected or alleged infringement at LICENSOR's expense, including, but not limited to, having LICENSEE's principals, directors, employees, officers and/or agents testifyof the PATENT RIGHTS, and making available any records, papers, information, specimens and the like when requested by LICENSOR. 14.05 Any damages and/or recovery received pursuant to such litigation or settlement or compromise shall be the sole and exclusive property of LICENSOR. 14.06 If LICENSOR decides, in its discretion, not to take any action with respect to an unauthorized use or suspected infringement, then LICENSEE UNIVERSITY may, at its own option expense and control, take steps to defend or enforce any patent within the PATENT RIGHTS and recover, for its own account, any damages, awards or settlements resulting therefrom. LICENSEE and/or its AFFILIATES shall cooperate as reasonably requested by UNIVERSITY, including joining in such actions, at the expense of UNIVERSITY. 9.4 In any challenge to the PATENT RIGHTS brought or declaratory judgment action defended not already addressed by the provisions of this Section 9, LICENSEE shall have the first right, exercisable upon written notice to UNIVERSITY within [***] ([***]) days of receipt of notice of such action, but not the obligation, to defend such action at the sole expense of LICENSEE. UNIVERSITY shall reasonably cooperate in any such defense at LICENSEE’s sole expense, take including joining in such action on actions. If LICENSEE does not so elect, UNIVERSITY may defend but has no obligation to do so. 9.5 Notwithstanding the foregoing, and without limiting LICENSEE’s rights under Section 9.1 or 9.2 above to enter into any settlement, consent judgment, or other voluntary disposition of any legal or equitable action, UNIVERSITY shall be entitled, in its sole discretion and at its own behalf as it deems appropriate expense, to participate through counsel of its own choosing in any legal action involving INVENTIONS and PATENT RIGHTS. LICENSEE acknowledges that UNIVERSITY may not join in any damageslitigation without the approval of authorized agencies of North Carolina, recovery, settlement or compromise obtained thereby including the Board of Governors of the University of North Carolina. UNIVERSITY agrees to use its best efforts to obtain such approval promptly in the event that UNIVERSITY is required to be joined in any litigation under this Article 9 to establish standing. Nothing in the foregoing Sections shall be for construed in any way which would limit the account authority of LICENSEEthe Attorney General of North Carolina.

Infringement. 14.01 LICENSEE shall immediately notify LICENSOR (a) The Vendor agrees that it will defend, at its own expense, all suits and claims against the Owner for infringement or violation (whether by use, sale or otherwise) in the United States of any unauthorized use patent, trademark, copyright, trade secret or other intellectual property rights of any third party (collectively, "Intellectual Property Rights"), covering, or alleged to cover, the Equipment, Software, the System and/or suspected infringement any PCS System, any PCS Sub-System or any component thereof for its intended use, in the form furnished or as subsequently modified by the Vendor or as otherwise modified by the Owner pursuant to the direction or approval of the INTELLECTUAL PROPERTYVendor. Such notification shall includeThe Vendor agrees that it will pay all sums, including, without limitation, immediately forwarding attorneys' fees and other costs, which, by final judgment or decree, or in settlement of any suit or claim to LICENSOR any and which the Vendor agrees, may be assessed against the Owner on account of such infringement or violation, provided that: (i) the Vendor will be given prompt written notice of all documents relating to claims of any such unauthorized use infringement or suspected infringement violation and providing LICENSOR with of any suits or claims brought or threatened against the Owner or the Vendor of which the Owner has actual knowledge; (ii) the Vendor will be given full authority to assume control of the defense (including appeals) thereof through its own counsel at its sole expense and all facts and circumstances relating to such unauthorized use or suspected infringement. 14.02 LICENSOR shall have the primary, and in the first instance sole, right to institute a suit for infringement, unfair competition or other action with respect to any unauthorized use or suspected infringement. LICENSOR shall will have the sole discretion to determine how to handle or otherwise deal with any infringement or unauthorized use of the INTELLECTUAL PROPERTY, including the right to settle any suits or otherwise compromise any dispute or suit, and shall promptly notify LICENSEE claims without the consent of its decision. LICENSOR shall the Owner; provided that the Vendor will have no duty right to initiate agree to injunctive relief against the Owner; provided further that the Vendor will notify the Owner of any proposed settlement condition prior to the Vendor's acceptance of such litigation if, settlement; and (iii) the Owner will cooperate fully with the Vendor in its sole judgment, the defense of such litigation is not warranted suit or is not in its best interests. 14.03 LICENSEE may join claims and be represented inprovide the Vendor, at its own expense by its own counsel, any proceeding relating to any unauthorized use or suspected infringement to prove its own interests. 14.04 LICENSEE agrees that it shall, at all times, reasonably cooperate with LICENSOR and its counsel, in all respects, with respect to any unauthorized use or suspected or alleged infringement at LICENSORthe Vendor's expense, including, but not limited to, having LICENSEE's principals, directors, employees, officers and/or agents testify, and making available any records, papers, information, specimens and such assistance as the like when requested by LICENSORVendor may reasonably require in connection therewith. 14.05 Any damages and/or recovery received pursuant (b) The Vendor's obligation under this subsection 14.2 will not extend to alleged infringements or violations that arise because the Products provided by the Vendor are used in combination with other products furnished by third parties and where any such litigation combination was not installed, recommended, approved, explicitly or settlement or compromise shall be by implication, by the sole and exclusive property of LICENSORVendor. 14.06 If LICENSOR decides, in its discretion, not to take any action with respect to an unauthorized use or suspected infringement, then LICENSEE may, at its own option and sole expense, take such action on its own behalf as it deems appropriate and any damages, recovery, settlement or compromise obtained thereby shall be for the account of LICENSEE.

Infringement. 14.01 LICENSEE Each Party shall immediately notify LICENSOR give prompt written notice to the other of any unauthorized use and/or suspected infringement or actual Infringement by a third party of all or any portion of the INTELLECTUAL PROPERTYIpsen Licensed Technology, Licensee Technology, Joint Inventions or Joint Patent Rights that comes to the attention of that Party during the Royalty Term with respect to any and all countries in the Territory. Such notification Licensee shall includehave the first right but not the obligation to initiate and pursue proceedings against such third party in connection with any such suspected or actual Infringement of all or any portion of the Ipsen Licensed Technology, Joint Inventions or Joint Patent Rights, and Licensee shall have the sole right but not the obligation to initiate and pursue proceedings against such third party in connection with any such suspected or actual Infringement of all or any portion of Licensee Technology. The commencement, strategies, termination, and settlement of any action or proceedings relating to the validity or suspected or actual Infringement of the Ipsen Licensed Technology, Joint Inventions or Joint Patent Rights, or any portion thereof, shall be decided by Licensee in consultation with Ipsen. The commencement, strategies, termination, and settlement of any action or proceedings relating to the validity or suspected or actual Infringement of Licensee Technology, or any portion thereof, shall be decided solely by Licensee without any requirement that Licensee consult with Ipsen. Any proceedings initiated and pursued by Licensee pursuant to this Section 10.6 shall be at the expense of Licensee. Nothing in this Agreement, however, shall be deemed to require Licensee to enforce all or any portion of the Ipsen Licensed Technology, Joint Inventions, Joint Patent Rights or Licensee Technology against others; provided, * CONFIDENTIAL TREATMENT REQUESTED. OMITTED PORTIONS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 406 PROMULGATED UNDER THE SECURITIES ACT OF 1933, AS AMENDED. however, that if Licensee does not enforce all or any portion of the Ipsen Licensed Technology, Joint Inventions or Joint Patent Rights, Ipsen may do so at its expense and, if necessary under the relevant law of the concerned jurisdiction, in the name of Licensee as a plaintiff, unless Licensee reasonably believes that pursuit by Ipsen of any such enforcement action jeopardizes all or any portion of the Ipsen Licensed Technology, Joint Inventions or Joint Patent Rights, including the validity thereof, and sends written notice to Ipsen stating that Ipsen should not pursue any such enforcement action for this reason, in which case Ipsen shall not pursue any such enforcement action. Ipsen may not settle any proceedings or other enforcement action without the prior written consent of Licensee, which consent shall not be unreasonably withheld or delayed. At the request of the Party bringing such enforcement action or proceeding under this Section 10.6, the other Party shall cooperate reasonably with such Party, including without limitation by having such other Party agree to be named as a party if necessary to such enforcement action or proceeding, and any such reasonable cooperation by such other Party shall be at the sole cost and expense of such Party that requested such cooperation. The Party not bringing an enforcement action or proceeding under this Section 10.6 with respect to the validity or suspected or actual Infringement of Ipsen Licensed Technology, Joint Inventions or Joint Patent Rights shall be entitled to separate representation in such matter by counsel of its own choice and at its own expense. Any damages, costs or other amounts recovered in connection with any action or proceeding initiated and pursued by Licensee or Ipsen pursuant to this Section 10.6, including, without limitation, immediately forwarding to LICENSOR any and all documents relating to any such unauthorized use or suspected infringement and providing LICENSOR with any and all facts and circumstances relating to such unauthorized use or suspected infringement. 14.02 LICENSOR shall have the primary, and in the first instance sole, right to institute a suit for infringement, unfair competition or other action with respect to any unauthorized use or suspected infringement. LICENSOR shall have the sole discretion to determine how to handle or otherwise deal with any infringement or unauthorized use of the INTELLECTUAL PROPERTY, including the right to settle or otherwise compromise any dispute or suit, and shall promptly notify LICENSEE of its decision. LICENSOR shall have no duty to initiate such litigation ifsettlement thereof, in its sole judgment, such litigation is not warranted or is not in its best interests. 14.03 LICENSEE may join and be represented in, at its own expense by its own counsel, any proceeding relating to any unauthorized use or suspected infringement to prove its own interests. 14.04 LICENSEE agrees that it shall, at all times, reasonably cooperate connection with LICENSOR and its counsel, in all respects, with respect to any unauthorized use the validity or suspected or alleged infringement at LICENSOR's expenseactual Infringement of Ipsen Licensed Technology, includingJoint Inventions or Joint Patent Rights, but not limited to, having LICENSEE's principals, directors, employees, officers and/or agents testify, and making available any records, papers, information, specimens and the like when requested by LICENSOR. 14.05 Any damages and/or recovery received pursuant to such litigation or settlement or compromise shall be the sole and exclusive property of LICENSOR. 14.06 If LICENSOR decides, in its discretion, not allocated first to take any action with respect to an unauthorized use or suspected infringement, then LICENSEE may, at its own option and sole expense, take such action on its own behalf as it deems appropriate [ ]* and any damages, recovery, settlement or compromise obtained thereby remaining amounts shall be for the account of LICENSEEallocated as follows: [ ]*.

Infringement. 14.01 LICENSEE shall immediately notify LICENSOR (a) In the event that Licensee, any of Licensee’s Subsidiaries or Licensee’s sublicensees becomes aware of any unauthorized use and/or suspected infringement of the INTELLECTUAL PROPERTY. Such notification Licensed Marks in the Territory, or of any uses of confusingly or substantially similar trademarks, service marks, trade names or domain names, on or in connection with the marketing, advertising or provision of similar products or services (each, an “Unauthorized Use”), Licensee shall include, without limitation, immediately forwarding to LICENSOR any and all documents relating to any such unauthorized use or suspected infringement and providing LICENSOR promptly provide Licensor with any and all facts and circumstances relating to such unauthorized use or suspected infringementwritten notice thereof. 14.02 LICENSOR (b) Licensor shall have the primaryright, but not the obligation (except as otherwise expressly provided in this Section 6(b) or in Section 6(c)), to challenge and attempt to eliminate each Unauthorized Use. In the event that Licensor decides to bring an enforcement action, Licensee shall reasonably cooperate (and shall require Licensee’s Subsidiaries and Licensee’s sublicensees to reasonably cooperate), at Licensor’s expense, with Licensor in investigating, prosecuting and settling any enforcement action instituted by Licensor against any Person engaging in an Unauthorized Use. Licensor may bring an action in the first instance sole, right to institute a suit for infringement, unfair competition name of Licensor alone or other action in the name of both Licensor and Licensee (including Licensee’s Subsidiaries and Licensee’s sublicensees) with respect to any unauthorized use or suspected infringementcounsel of Licensor’s choosing but at Licensor’s expense. LICENSOR shall have the sole discretion to determine how to handle or otherwise deal with any infringement or unauthorized use of the INTELLECTUAL PROPERTY, including the right to settle or otherwise compromise any dispute or suit, and shall promptly notify LICENSEE of its decision. LICENSOR shall have no duty to initiate such litigation if, in its sole judgment, such litigation is not warranted or is not in its best interests. 14.03 LICENSEE may join and be represented inLicensee, at its own expense by expense, shall have the right to participate with counsel of its own counselchoice in the investigation, prosecution and/or settlement of any such enforcement action instituted by Licensor. Licensor shall retain any and all proceeds recovered in any such enforcement action. (c) Subject to Section 6(b), neither Licensee, any proceeding relating Subsidiary of Licensee nor any of Licensee’s sublicensees shall have the right to prosecute or settle an infringement action against any unauthorized use or suspected infringement to prove its own interestsPerson who engages in an Unauthorized Use. 14.04 LICENSEE agrees that it shall, at all times, reasonably cooperate with LICENSOR and its counsel, in all respects, with respect to any unauthorized use or suspected or alleged infringement at LICENSOR's expense, including, but not limited to, having LICENSEE's principals, directors, employees, officers and/or agents testify, and making available any records, papers, information, specimens and the like when requested by LICENSOR. 14.05 Any damages and/or recovery received pursuant to such litigation or settlement or compromise shall be the sole and exclusive property of LICENSOR. 14.06 If LICENSOR decides, in its discretion, not to take any action with respect to an unauthorized use or suspected infringement, then LICENSEE may, at its own option and sole expense, take such action on its own behalf as it deems appropriate and any damages, recovery, settlement or compromise obtained thereby shall be for the account of LICENSEE.

Infringement. 14.01 LICENSEE shall immediately notify LICENSOR of any unauthorized use and/or suspected infringement of In the INTELLECTUAL PROPERTY. Such notification shall include, without limitation, immediately forwarding event that it is reasonably likely that a claim will be successfully brought by a Third Party to LICENSOR any and all documents relating to any such unauthorized use or suspected infringement and providing LICENSOR with any and all facts and circumstances relating to such unauthorized use or suspected infringement. 14.02 LICENSOR shall have the primary, and in the first instance sole, right to institute a suit for infringement, unfair competition court or other action with respect to any unauthorized use governmental agency of competent jurisdiction that the Manufacture, storage, importation, sale, offer for sale or suspected infringement. LICENSOR shall have the sole discretion to determine how to handle or otherwise deal with any infringement or unauthorized use of the INTELLECTUAL PROPERTYLicensed Adjuvant infringes any patent or other proprietary right of any Third Party, including the right to settle or otherwise compromise any dispute or suit, and Supplier shall promptly notify LICENSEE of its decision. LICENSOR shall have no duty to initiate such litigation if, in its sole judgment, such litigation is not warranted or is not in its best interests. 14.03 LICENSEE may join and be represented inpromptly, at its own expense and option, either: a) procure for Purchaser the right to continue the storage, importation, sale, offer for sale or use of such Licensed Adjuvant; b) replace the relevant Licensed Adjuvant with non-infringing Licensed Adjuvants of equivalent function and performance; or c) modify such Licensed Adjuvants so that they become non-infringing without detracting from function or performance. If the Parties disagree on whether the occurrence and/or success of a claim described in the preceding sentence is reasonably likely, the Parties will engage mutually agreeable patent counsel to deliver a final determination as to the reasonable likelihood of such a successful claim, and the Parties will split the costs related to such counsel equally. Any action taken by Supplier under clause (a), (b) or (c) of the first sentence of this Section 5.5 must not result in any change to the Adjuvant Specifications and if Supplier cannot take necessary action under such clauses within ninety (90) days of the date of the infringement claim, Purchaser shall be relieved of its own counselobligation to order its purchase requirements of Licensed Adjuvants from Supplier as set forth in Section 2.7 and Purchaser may request (and upon such request, Supplier will grant) a Technology Transfer pursuant to Section 6.3(c). Supplier’s obligations hereunder shall not apply to any infringement claim arising directly and principally attributable from activities conducted by Purchaser in a manner inconsistent with Purchaser’s rights under this Agreement and/or the LCA. Notwithstanding anything to the contrary in this Agreement or Section 5.4, in the event that Section 6.11 of the LCA (including without limitation Section 6.11.1) is applicable to an infringement claim hereunder, the terms of such Section 6.11 shall apply, as applicable, to such claim; provided, however that, in addition to all rights of Purchaser under Section 6.11 of the LCA, in the event that any Third Party commences any proceeding relating against Purchaser, Supplier and/or any Sublicensee related to any unauthorized use or suspected infringement the Isconova Technology which results in the enjoinment of the research, development, commercialization and/or sale of a Licensed Product and (ii) the underlying claim of such proceeding in clause (i) is not directly and principally attributable to prove its own interests. 14.04 LICENSEE agrees that it shallactivities conducted by Purchaser outside the scope of the rights granted to Purchaser in Section 3.1 of the LCA, at all times, reasonably cooperate with LICENSOR and its counsel, in all respects, with respect Purchaser shall have the right to any unauthorized use or suspected or alleged infringement at LICENSOR's expense, including, but not limited to, having LICENSEE's principals, directors, employees, officers and/or agents testify, and making available any records, papers, information, specimens and the like when requested by LICENSOR. 14.05 Any damages and/or recovery received immediately terminate this Agreement pursuant to such litigation or settlement or compromise Section 6.2(a) and, to the extent not already performed, Supplier shall be the sole and exclusive property of LICENSOR. 14.06 If LICENSOR decides, perform a Technology Transfer as set forth in its discretion, not to take any action with respect to an unauthorized use or suspected infringement, then LICENSEE may, at its own option and sole expense, take such action on its own behalf as it deems appropriate and any damages, recovery, settlement or compromise obtained thereby shall be for the account of LICENSEE.Section 6.3(c) upon Genocea’s request,

Infringement. 14.01 7.1 LICENSEE shall immediately notify inform LICENSOR promptly in writing of any unauthorized use and/or suspected alleged infringement of the INTELLECTUAL PROPERTY. Such notification shall include, without limitation, immediately forwarding to LICENSOR Intellectual Property by a third party and of any and all documents relating to any such unauthorized use or suspected infringement and providing LICENSOR with any and all facts and circumstances relating to such unauthorized use or suspected infringementavailable evidence thereof. 14.02 7.2 During the term of this Agreement, LICENSOR shall have the primaryright, and in the first instance solebut shall not be obligated, right to institute a suit for infringement, unfair competition or other action with respect to any unauthorized use or suspected infringement. LICENSOR shall have the sole discretion to determine how to handle or otherwise deal with any infringement or unauthorized use of the INTELLECTUAL PROPERTY, including the right to settle or otherwise compromise any dispute or suit, and shall promptly notify LICENSEE of its decision. LICENSOR shall have no duty to initiate such litigation if, in its sole judgment, such litigation is not warranted or is not in its best interests. 14.03 LICENSEE may join and be represented in, prosecute at its own expense by its own counselany such infringements of the Intellectual Property. If LICENSOR prosecutes any such infringement, any proceeding relating to any unauthorized use or suspected infringement to prove its own interests. 14.04 LICENSEE agrees that LICENSOR may include LICENSEE as a co-plaintiff in any such suit, without expense to LICENSEE. The total cost of any such infringement action commenced or defended solely by LICENSOR shall be borne by LICENSOR, but LICENSOR shall keep any recovery or damages for past infringement derived from said suit, whether resulting from a judgment, settlement, or otherwise, as reimbursement for any and all expenses, costs, and efforts expended by LICENSOR in pursuit of the claim. The remainder, if any, shall then be divided between LICENSOR and LICENSEE in an equitable manner to allow LICENSEE to receive a portion of the income it would have received but for the infringement. 7.3 If within six (6) months after having been notified of any alleged infringement or such shorter time prescribed by law, LICENSOR shall have been unsuccessful in persuading the alleged infringer to desist and shall not have brought and shall not be diligently prosecuting an infringement action, or if LICENSOR shall notify LICENSEE at any time prior thereto of its intention not to bring suit against any alleged infringer, then, and in those events only, LICENSEE shall have the right, but shall not be obligated, to prosecute at its own expense any infringement of the Intellectual Property, and LICENSEE may, for such purposes, use the name of LICENSOR as party plaintiff; provided however that such right to bring an infringement action shall remain in effect only for so long as the license granted herein remains exclusive. No settlement, consent judgment or other voluntary final disposition of the suit may be entered into without the consent of LICENSOR, which consent shall not be unreasonably withheld. LICENSEE shall indemnify LICENSOR from and against all costs, expenses, judgments, or other adverse results that arise during or that result from such proceedings or the actions associated therewith. 7.4 In the event that a declaratory judgment action alleging invalidity or infringement of any of the Intellectual Property shall be brought against LICENSEE, LICENSOR, at its option, shall have the right, within thirty (30) days after notice of the commencement of such action, to intervene and take over the sole defense of the action at its own expense. 7.5 In any infringement suit as either Party may institute to enforce the Intellectual Property pursuant to this Agreement, the other Party hereto shall, at all timesthe request and expense of the Party initiating such suit, reasonably cooperate with LICENSOR and its counsel, in all respectsrespects and, with respect to any unauthorized use or suspected or alleged infringement at LICENSOR's expensethe extent possible, including, but not limited to, having LICENSEE's principals, directors, employees, officers and/or agents testify, have its employees testify when requested and making make available any relevant records, papers, information, specimens samples, specimens, and the like when requested by LICENSORlike. 14.05 Any damages and/or recovery received pursuant to such litigation or settlement or compromise shall be the sole and exclusive property of LICENSOR. 14.06 If LICENSOR decides, in its discretion, not to take any action with respect to an unauthorized use or suspected infringement, then LICENSEE may, at its own option and sole expense, take such action on its own behalf as it deems appropriate and any damages, recovery, settlement or compromise obtained thereby shall be for the account of LICENSEE.

Infringement. 14.01 LICENSEE 8.1 The parties shall immediately promptly notify LICENSOR each other of any unauthorized use and/or suspected infringement of any Licensed Patents. i. During the INTELLECTUAL PROPERTYTerm, COMPANY shall, at its expense, have the right to enforce any Licensed Patents against such infringer and may defend any declaratory judgment action brought against it alleging the invalidity of a Licensed Patent. Such notification COMPANY agrees to defend LICENSOR against any counterclaim brought against it in such action. LICENSOR shall includecooperate with COMPANY in such effort, and EMORY agrees that it will, at COMPANY’S expense, be joined as a party to such action, if necessary. It is LICENSOR’s intention that COMPANY be able to prosecute an alleged infringement without including LICENSOR as a party to the litigation, should LICENSOR choose at its discretion not to be a party to the litigation, and as such herein grants COMPANY the rights in Licensed Patents to ▇▇▇ an infringer alone. Should GTRC choose not to join in such action and COMPANY is unable to initiate or prosecute such action in its name only by a ruling of a court of competent jurisdiction, GTRC shall assign to EMORY only such rights to the applicable Licensed Patent that may be necessary to permit COMPANY to initiate or prosecute such action without GTRC, provided that COMPANY shall be responsible for all reasonable attorney’s fees and costs associated with LICENSOR’s participation in such suit. COMPANY shall reimburse LICENSOR for any costs incurred, including reasonable attorneys’ fees, as part of any action brought by COMPANY. ii. COMPANY shall not enter into any settlement agreement, voluntary dismissal, consent judgment or other voluntary final disposition in any action regarding the Licensed Patents, without limitationthe express written consent of LICENSOR if such agreement would or would be reasonably likely to have a material adverse effect on the validity or enforceability of the Licensed Patents, immediately forwarding which consent shall not be unreasonably withheld, conditioned or delayed. Consent shall be deemed given hereunder if no objection is provided in writing within fifteen days of delivery of the request for such consent. Any recovery or settlement received (whether for punitive or exemplary damages, or any other recovery or settlement received, including compensatory damages or damages based on loss or revenues (hereinafter referred to as “Recovery”)), shall first be used to reimburse the documented out-of-pocket costs and expenses incurred by COMPANY and LICENSOR in pursuing such action, and to the extent any portion of the balance of the Recovery represents compensatory damages, for example, compensation for loss of revenues, such portion shall be deemed to be the Sales of Licensed Products in the fiscal quarter received by COMPANY, and COMPANY shall pay to LICENSOR any an amount representing the royalty which would have been paid by COMPANY in accordance with the provisions of Article 3.2 had such portion of the Recovery been accrued by COMPANY as Sales. Any remaining amounts of such Recovery that represents, for example, additional damages (such as enhanced or punitive damages) shall be paid (a) [* * *] to the extent the Recovery is attributable to infringement in the United States of Licensed Patents and all documents relating to any such unauthorized use or suspected infringement and providing LICENSOR with any and all facts and circumstances relating to such unauthorized use or suspected infringement(b) otherwise [* * *]. 14.02 8.2 If COMPANY fails, within [* * *] days after receiving notice of a potential infringement that would or would be reasonably likely to have a material adverse effect the validity or enforceability of the Licensed Patents , to institute an action against such infringer or notifies LICENSOR that it does not plan to institute such action, then LICENSOR shall have the primary, and in the first instance sole, right to institute a suit for infringement, unfair competition or other action with respect to any unauthorized use or suspected infringement. LICENSOR shall have the sole discretion to determine how to handle or otherwise deal with any infringement or unauthorized use of the INTELLECTUAL PROPERTY, including the right to settle or otherwise compromise any dispute or suit, and shall promptly notify LICENSEE of its decision. LICENSOR shall have no duty to initiate such litigation if, in its sole judgment, such litigation is not warranted or is not in its best interests. 14.03 LICENSEE may join and be represented in, do so at its own expense by its own counsel, any proceeding relating unless COMPANY notifies LICENSOR that COMPANY is engaged in bona fide negotiations for the grant to any unauthorized use or suspected infringement to prove its own interests. 14.04 LICENSEE agrees that it shall, at all times, reasonably the alleged infringer of a sublicense. COMPANY shall cooperate with LICENSOR and its counsel, in all respects, with respect to any unauthorized use or suspected or alleged infringement at LICENSOR's expense, including, but not limited to, having LICENSEE's principals, directors, employees, officers and/or agents testify, and making available any records, papers, information, specimens and the like when requested by LICENSOR. 14.05 Any damages and/or recovery received pursuant such effort including being joined as a party to such litigation or settlement or compromise action if necessary. LICENSOR shall be entitled to retain all damages or costs awarded in such action. Should either LICENSOR or COMPANY be a party to a suit under the sole provisions of this Article and exclusive property of LICENSOR. 14.06 If LICENSOR decidesthereafter elect to abandon such suit, in its discretion, not the abandoning party shall give timely notice to take any action with respect to an unauthorized use or suspected infringement, then LICENSEE the other party who may, at its own option and sole expensediscretion, take continue prosecution of such action on its own behalf as it deems appropriate and any damages, recovery, settlement or compromise obtained thereby shall be for the account of LICENSEEsuit.

Infringement. 14.01 LICENSEE shall immediately notify LICENSOR of any unauthorized use and/or suspected infringement of the INTELLECTUAL PROPERTY. Such notification shall include, without limitation, immediately forwarding to LICENSOR any and all documents relating to any such unauthorized use or suspected 7.1 GENERAL will protect its PATENT RIGHTS from infringement and providing LICENSOR with any and all facts and circumstances relating to such unauthorized use or suspected infringement. 14.02 LICENSOR shall have the primary, and in the first instance sole, right to institute a suit for infringement, unfair competition or other action with respect to any unauthorized use or suspected infringement. LICENSOR shall have the sole discretion to determine how to handle or otherwise deal with any infringement or unauthorized use of the INTELLECTUAL PROPERTY, including the right to settle or otherwise compromise any dispute or suit, and shall promptly notify LICENSEE of its decision. LICENSOR shall have no duty to initiate such litigation ifprosecute infringers when, in its sole judgmentjudgement, such litigation is not warranted or is not in its best interestsaction may be reasonably necessary, proper and justified. 14.03 LICENSEE 7.2 If VIACELL shall have supplied GENERAL with written evidence demonstrating to GENERAL's reasonable satisfaction prima facie infringement of a claim of a PATENT RIGHT in the LICENSE FIELD by a third party, VIACELL may join and be represented inby notice request GENERAL to take steps to protect the PATENT RIGHT. GENERAL shall notify VIACELL within three (3) months of the receipt of such notice whether GENERAL intends to prosecute the alleged infringement. If GENERAL notifies VIACELL that it intends to prosecute, at GENERAL shall, within three (3) months of its own expense by its own counsel, any proceeding relating notice to any unauthorized use or suspected VIACELL either (i) cause infringement to prove its own intereststerminate or (ii) initiate legal proceedings against the infringer. In the event GENERAL notifies VIACELL that GENERAL does not intend to prosecute said infringement VIACELL may, upon notice to GENERAL, initiate legal proceedings against the infringer at VIACELL's expense and in GENERAL's name if so required by law. No settlement, consent judgment or other voluntary final disposition of the suit which invalidates or restricts the claims of such PATENT RIGHTS may be entered into without the consent of GENERAL, which consent shall not be reasonably withheld. VIACELL shall indemnify GENERAL against any order for payment that may be made against GENERAL in such proceedings. 14.04 LICENSEE agrees that it shall7.3 In the event one party shall initiate or carry on legal proceedings to enforce any PATENT RIGHT against any alleged infringer or defend a declaratory judgment action as provided in Paragraph 7.5, at all times, reasonably the other party shall fully cooperate with LICENSOR and its counsel, in supply all respects, with respect to any unauthorized use or suspected or alleged infringement at LICENSOR's expense, including, but not limited to, having LICENSEE's principals, directors, employees, officers and/or agents testify, and making available any records, papers, information, specimens and the like when assistance reasonably requested by LICENSOR. 14.05 Any damages and/or recovery received the party initiating or carrying on such proceedings. The party which institutes any suit to protect or enforce a PATENT RIGHT shall have sole control of that suit and shall bear the reasonable expenses (excluding legal fees) incurred by said other party in providing such assistance and cooperation as is requested pursuant to such litigation or settlement or compromise shall be the sole and exclusive property of LICENSORthis Paragraph 7. 14.06 If LICENSOR decides, in its discretion, not to take any action with respect to an unauthorized use or suspected infringement, then LICENSEE may, at its own option and sole expense, take such action on its own behalf as it deems appropriate and any damages, recovery, settlement or compromise obtained thereby shall be for the account of LICENSEE.

Infringement. 14.01 LICENSEE shall immediately notify LICENSOR 5.1. In the event that, during the Term of this Agreement, BNED learns of any unauthorized use and/or suspected infringement or threatened infringement of the INTELLECTUAL PROPERTY. Such notification shall includeLicensed Marks, without limitation, immediately forwarding to LICENSOR any and all documents relating to any such unauthorized use or suspected infringement and providing LICENSOR with any and all facts and circumstances relating to such unauthorized use or suspected infringement. 14.02 LICENSOR shall have the primary, and dilution by a third party in the first instance sole, right to institute a suit for infringement, unfair competition or other action U.S. with respect to any unauthorized use the Licensed Marks, BNED shall promptly notify B&N or suspected infringementits authorized representative giving particulars thereof. LICENSOR shall have Notwithstanding the sole discretion foregoing, BNED is not obligated to determine how to handle monitor or otherwise deal with any infringement or police unauthorized use of the INTELLECTUAL PROPERTYLicensed Marks by third parties to which it has not granted a sub-license with respect to the Exclusively Licensed Marks. 5.2. With respect to any infringement or threatened infringement, or dilution by a third party with respect to the Exclusively Licensed Marks, BNED may request that B&N bring litigation, opposition, cancellation or related legal proceedings (collectively, “Enforcement Proceedings”) or provide prior written consent to the initiation of Enforcement Proceedings by BNED (which consent shall not be unreasonably withheld, conditioned or delayed if B&N elects not to initiate Enforcement Proceedings). Any such Enforcement Proceedings brought by B&N at BNED’s request shall be at the expense of BNED, and the Parties shall equally share in the recovery of damages or compensation resulting from such Enforcement Proceedings. If B&N initiates Enforcement Proceedings and BNED declines to bear the expense, any resulting damages or compensation shall belong solely to B&N. In any such Enforcement Proceedings, BNED shall nevertheless provide necessary information and assistance to B&N or its authorized representatives at B&N’s expense, including to join or be joined as a party if such joinder is required in order to confer jurisdiction in the right jurisdiction in which the Enforcement Proceedings are to settle or otherwise compromise be brought. If B&N brings any dispute or suitsuch Enforcement Proceedings that are not at BNED’s request, and BNED does not consent to participate and bear the expense and is joined to such Enforcement Proceedings solely to confer jurisdiction in the jurisdiction in which the Enforcement Proceedings are to be brought, B&N agrees to defend, indemnify and hold harmless BNED for all losses, costs, liabilities and expenses arising out of or related to the bringing of such Enforcement Proceedings. In addition, if B&N elects to bring Enforcement Proceedings, whether at BNED’s request or otherwise, B&N shall promptly notify LICENSEE have exclusive control of the Enforcement Proceedings, including any decision to maintain or settle such proceedings. If B&N does not elect to initiate Enforcement Proceedings after receiving BNED’s written request but consents to the initiation of Enforcement Proceedings by BNED, then (i) BNED may initiate such proceedings, (ii) shall have exclusive control of the Enforcement Proceedings, (iii) any decision to maintain or settle any such Enforcement Proceedings shall be at the exclusive option and expense of BNED, and (iv) all recoveries shall belong exclusively to BNED, subject to the following: (x) B&N shall not have any obligation to be joined as a party plaintiff in any Enforcement Proceedings without its decisionprior written consent, which may be granted or withheld in its sole discretion, unless such joinder is required in order to confer jurisdiction in the jurisdiction in which the Enforcement Proceedings are to be brought, (y) if BNED brings any such Enforcement Proceedings and B&N is joined to such Enforcement Proceedings without its consent solely to confer jurisdiction in the jurisdiction in which the Enforcement Proceedings are to be brought, BNED agrees to defend, indemnify and hold harmless B&N for all losses, costs, liabilities and expenses arising out of or related to the bringing of such Enforcement Proceedings, and (z) BNED shall not take any action, or make any admissions, that may affect the validity of any registration of the Exclusively Licensed Marks, without the prior written consent of B&N. 5.3. LICENSOR With respect to any infringement or threatened infringement, or dilution by a third party with respect to the Non-Exclusively Licensed ▇▇▇▇, B&N shall have exclusive control of any Enforcement Proceedings relating to the Non-Exclusively Licensed ▇▇▇▇. The decision whether to bring, maintain or settle any such Enforcement Proceedings shall be at the exclusive option and expense of B&N, and all recoveries shall belong exclusively to B&N. BNED shall not and shall have no duty right to initiate any such litigation if, Enforcement Proceedings in its sole judgmentown name, and BNED shall provide necessary information and assistance to B&N or its authorized representatives at B&N’s expense in the event that B&N decides that such litigation Enforcement Proceedings should be commenced, including to join or be joined as a party in any action taken by B&N to enforce its rights in the Non-Exclusively Licensed ▇▇▇▇ against a third party if such joinder is not warranted required in order to confer jurisdiction in the jurisdiction in which the Enforcement Proceedings are to be brought. If B&N brings any such Enforcement Proceedings, and BNED is joined to such Enforcement Proceedings solely to confer jurisdiction in the jurisdiction in which the Enforcement Proceedings are to be brought, B&N agrees to defend, indemnify and hold harmless BNED for all losses, costs, liabilities and expenses arising out of or is not in its best interestsrelated to the bringing of such Enforcement Proceedings. 14.03 LICENSEE may join and be represented in, at its own expense 5.4. B&N shall incur no liability to BNED under any legal theory by its own counselreason of B&N’s failure or refusal to prosecute or otherwise commence Enforcement Proceedings with respect to, any proceeding relating to any unauthorized use or suspected infringement to prove its own interests. 14.04 LICENSEE agrees that it shall, at all times, reasonably cooperate with LICENSOR and its counsel, in all respects, with respect to any unauthorized use or suspected or alleged infringement at LICENSOR's expenseor dilution of the Licensed Marks by third parties, includingnor by reason of any settlement to which B&N may agree, but provided such settlement does not limited to, having LICENSEE's principals, directors, employees, officers and/or agents testify, and making available any records, papers, information, specimens and the like when requested require a payment of money by LICENSORBNED. 14.05 Any damages and/or recovery received pursuant to such litigation or settlement or compromise shall be the sole and exclusive property of LICENSOR. 14.06 If LICENSOR decides, in its discretion, not to take any action with respect to an unauthorized use or suspected infringement, then LICENSEE may, at its own option and sole expense, take such action on its own behalf as it deems appropriate and any damages, recovery, settlement or compromise obtained thereby shall be for the account of LICENSEE.

Infringement. 14.01 LICENSEE shall immediately notify LICENSOR 20.1 The following terms apply to any infringement, suit for or claim or allegation of infringement of any unauthorized use and/or suspected infringement of the INTELLECTUAL PROPERTY. Such notification shall includeUnited States patent, without limitationtrademark, immediately forwarding to LICENSOR any and all documents relating to any such unauthorized use or suspected infringement and providing LICENSOR with any and all facts and circumstances relating to such unauthorized use or suspected infringement. 14.02 LICENSOR shall have the primarycopyright, and in the first instance sole, right to institute a suit for infringement, unfair competition trade secret or other action with respect proprietary interest (collectively referred to as "IP Claim") based on the manufacture, use, sale, resale, or importation into the United States of any unauthorized use Equipment, Software, Related Service, documentation or suspected infringementother item furnished to SWCO under or in contemplation of this Agreement. LICENSOR Supplier shall have the sole discretion to determine how to handle or otherwise deal with indemnify and hold harmless SWCO and any infringement or unauthorized use of the INTELLECTUAL PROPERTY, including the right to settle or otherwise compromise any dispute or suit, and shall promptly notify LICENSEE of its decision. LICENSOR shall have no duty to initiate such litigation ifaffiliates, in its sole judgmentcustomers, such litigation is not warranted or is not in its best interests. 14.03 LICENSEE may join officers, directors, employees, assigns and be represented insuccessors for any loss, at its own expense by its own counseldamage, any proceeding relating to any unauthorized use or suspected infringement to prove its own interests. 14.04 LICENSEE agrees that it shall, at all times, reasonably cooperate with LICENSOR and its counsel, in all respects, with respect to any unauthorized use or suspected or alleged infringement at LICENSOR's expense, cost (including, but not limited to, having LICENSEEany attorney's principals, directors, employees, officers and/or agents testifyfees incurred in the enforcement of this indemnity) or liability that may result by reason of any such IP Claim, and making available any records, papers, information, specimens and the like when requested by LICENSOR. 14.05 Any damages and/or recovery received pursuant to such litigation Supplier shall defend or settlement or compromise shall be the sole and exclusive property of LICENSOR. 14.06 If LICENSOR decides, in its discretion, not to take any action with respect to an unauthorized use or suspected infringement, then LICENSEE maysettle, at its own expense, any such IP Claim against SWCO. 20.2 SWCO shall provide Supplier with prompt written notice of any IP Claim that identifies Equipment, Software or Related Service provided to SWCO hereunder and tender to Supplier control of any such action or settlement negotiations to the extent covered by the indemnification provided herein. Supplier shall keep SWCO advised of the status of any such IP Claim and of its defense and/or negotiation efforts and shall afford SWCO reasonable CONFIDENTIAL & PROPRIETARY General Purchase Agreement 3/98 CONFIDENTIAL [***] CONFIDENTIAL TREATMENT REQUESTED. OMITTED PORTIONS FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION. opportunity to review and comment on significant actions planned to be taken by Supplier on behalf of SWCO. If any such IP Claim involves other vendors of SWCO, Supplier shall cooperate as reasonably necessary to effectively defend SWCO. SWCO shall, at Supplier's expense, reasonably cooperate with Supplier in the defense of SWCO. 20.3 If the use, manufacture, sale, or importation in the United States of any Equipment, Software, or Related Service furnished hereunder becomes subject to an IP Claim, Supplier shall, at SWCO's option and sole expenseat no expense to SWCO, take such action on its own behalf (i) by license or other release from claim of infringement obtain for SWCO and SWCO's customers the right to make, use, sell and/or import into the United States the Product, Software or Related Service, as it deems appropriate and any damagesappropriate; or (ii) substitute an equivalent non-infringing Product, recoverySoftware or Related Service reasonably acceptable to SWCO, settlement or compromise obtained thereby shall be which meets the specifications for the account Product, Software or Related Service, and extend this indemnity thereto; or (iii) modify such Product, Software, or Related Service to make it non-infringing but continue to meet the specifications therefore, and extend this indemnity thereto. 20.4 Supplier shall have no obligation to SWCO with respect to any claim of LICENSEEpatent or copyright infringement which is based upon (i) adherence to specifications, designs, or -instructions furnished by SWCO, unless such specifications, designs, or instructions are incorporated into Product made generally available to Supplier's customers, (ii) the combination, operation or use of any Equipment supplied hereunder with products, software, or data with which the Equipment is not intended to be used or for which the Equipment is not designed, unless at Supplier's direction, (iii) the alteration of the Equipment or modification of any Software made by any party other than Supplier, unless at Supplier's direction, or (iv) SWCO's use of a superseded or altered release of some or all of the Software if infringement would be avoided by the use of a subsequent, unaltered release of the Software that is provided to SWCO by Supplier.

Infringement. 14.01 LICENSEE 7.1 The parties shall immediately notify LICENSOR inform each other promptly, in writing, of any unauthorized use and/or suspected alleged infringement of the INTELLECTUAL PROPERTYPatent Rights by a third party and any available evidence thereof. Such notification Neither party will settle or compromise any claim or action in a manner that imposes any restrictions or obligations on the other party without such other party’s written consent, which shall include, without limitation, immediately forwarding to LICENSOR any and all documents relating to any such unauthorized use or suspected infringement and providing LICENSOR with any and all facts and circumstances relating to such unauthorized use or suspected infringementnot be unreasonably withheld. 14.02 LICENSOR 7.2 During the term of this Agreement, LICENSEE shall have the primaryfirst right, and in the first instance solebut shall not be obligated, right to institute a suit for infringement, unfair competition or other action with respect to any unauthorized use or suspected infringement. LICENSOR shall have the sole discretion to determine how to handle or otherwise deal with any infringement or unauthorized use of the INTELLECTUAL PROPERTY, including the right to settle or otherwise compromise any dispute or suit, and shall promptly notify LICENSEE of its decision. LICENSOR shall have no duty to initiate such litigation if, in its sole judgment, such litigation is not warranted or is not in its best interests. 14.03 LICENSEE may join and be represented in, prosecute at its own expense any such infringements of the Patent Rights and, in furtherance of such right, RESEARCH FOUNDATION hereby agrees that LICENSEE may join RESEARCH FOUNDATION as a party plaintiff in any such suit, without expense to RESEARCH FOUNDATION. Except as provided in Paragraph 7.4, the total cost of any such infringement action commenced solely by LICENSEE shall be borne by LICENSEE, and LICENSEE shall keep any recovery or damages for past infringement derived therefrom. Subject to Paragraph 7.1, LICENSEE shall be entitled to settle any such litigation by agreement, consent, judgment, voluntary dismissal or otherwise. 7.3 If within six (6) months after having been notified of any alleged infringement, LICENSEE shall have been unsuccessful in persuading the alleged infringer to desist and shall not have brought and shall not be diligently prosecuting an infringement action, or if LICENSEE shall notify RESEARCH FOUNDATION at any time prior thereto of its intention not to bring suit against any alleged infringer, then, and in those events only, RESEARCH FOUNDATION shall have the right, but shall not be obligated, to prosecute at its own counselexpense any infringement of the Patent Rights. The total cost of any such infringement action commenced solely by RESEARCH FOUNDATION will be borne by RESEARCH FOUNDATION, and RESEARCH FOUNDATION will keep any proceeding recovery or damages for past infringement derived therefrom. Subject to Paragraph 7.1, RESEARCH FOUNDATION shall be entitled to settle any such litigation by agreement, consent, judgment, voluntary dismissal or otherwise. 7.4 In the event that LICENSEE shall undertake the enforcement and/or defense of the Patent Rights by litigation, LICENSEE may withhold up to fifty percent (50%) of the royalties otherwise thereafter due RESEARCH FOUNDATION hereunder and apply the same toward reimbursement of up to fifty percent (50%) of its expenses, including reasonable attorneys’ fees, in connection therewith. Any recovery by LICENSEE of damages for past infringement in any such suit shall be applied first in satisfaction of any unreimbursed expenses and legal fees of LICENSEE relating to the suit and next toward reimbursement of RESEARCH FOUNDATION for any unauthorized use royalties past due or suspected infringement withheld and applied pursuant to prove this Article VII. LICENSEE shall keep the balance remaining from any such recovery. 7.5 In the event that a declaratory judgment action alleging invalidity or noninfringement of any of the Patent Rights shall be brought against RESEARCH FOUNDATION, LICENSEE at its option, shall have the right, within thirty (30) days after commencement of such action, to intervene and take over the sole defense of the action at its own interestsexpense, except as provided in Paragraph 7.4. In such event, LICENSEE shall keep any recovery or damages derived therefrom or from any counterclaims asserted therein. 14.04 LICENSEE agrees that it 7.6 In any infringement suit instituted, or declaratory action defended, by either party to enforce or protect the Patent Rights pursuant to this Agreement, the other party hereto shall, at all timesthe request and expense of the party initiating or defending such suit, reasonably cooperate with LICENSOR and its counsel, in all respectsrespects and, with respect to any unauthorized use or suspected or alleged infringement at LICENSOR's expensethe extent possible, including, but not limited to, having LICENSEE's principals, directors, employees, officers and/or agents testify, have its employees testify when requested and making make available any relevant records, papers, information, specimens samples, specimens, and the like when requested by LICENSORlike. 14.05 Any damages and/or recovery received pursuant 7.7 RESEARCH FOUNDATION warrants and represents that it owns all right, title and interest in and to such litigation the Patent Rights, has the lawful right to grant the license provided in this Agreement and that it has not granted rights or settlement licenses in derogation of this Agreement. RESEARCH FOUNDATION agrees that, during the term of this Agreement or compromise any license granted hereunder, RESEARCH FOUNDATION shall be not enter into any other agreements that conflict with the sole rights or obligations provided hereunder, including any rights and exclusive property obligations that survive termination of LICENSORthis Agreement. 14.06 If LICENSOR decides, in its discretion, not to take any action with respect to an unauthorized use or suspected infringement, then LICENSEE may, at its own option and sole expense, take such action on its own behalf as it deems appropriate and any damages, recovery, settlement or compromise obtained thereby shall be for the account of LICENSEE.

Infringement. 14.01 LICENSEE shall immediately notify LICENSOR 9.1 In the event of any unauthorized use and/or suspected infringement action for infringement, or institution of any proceedings challenging the validity of any of the INTELLECTUAL PROPERTY. Such notification shall includepatents under PATENT RIGHTS in the LICENSED FIELD, without limitation, immediately forwarding to LICENSOR any and all documents relating to any such unauthorized use or suspected infringement and providing LICENSOR with any and all facts and circumstances relating to such unauthorized use or suspected infringement. 14.02 LICENSOR LICENSEE shall have the primaryright, and in but not the first instance sole, right to institute a suit for infringement, unfair competition or other action with respect to any unauthorized use or suspected infringement. LICENSOR shall have the sole discretion to determine how to handle or otherwise deal with any infringement or unauthorized use of the INTELLECTUAL PROPERTY, including the right to settle or otherwise compromise any dispute or suit, and shall promptly notify LICENSEE of its decision. LICENSOR shall have no duty to initiate such litigation if, in its sole judgment, such litigation is not warranted or is not in its best interests. 14.03 LICENSEE may join and be represented inobligation, at its own expense by and in its own counselname, to prosecute actions or defend proceedings. UNIVERSITY will assist LICENSEE in actions or proceedings, if so requested, and will lend its name to actions or proceedings if required by LICENSEE or by law. LICENSEE will assume all reasonable costs, which UNIVERSITY may incur in affording assistance in actions or proceedings. If LICENSEE elects not to bring any proceeding action for infringement, or defend any proceedings challenging the validity, of any of the patents under PATENT RIGHTS as aforesaid, UNIVERSITY shall have the right but not the obligation to bring action or defend proceedings in its own name at its own expense. LICENSEE hereby agrees to lend its name to the proceedings if a legally indispensable party and will render all reasonable assistance on technical matters relating to any unauthorized use or suspected infringement to prove its own interests. 14.04 LICENSEE agrees that it shall, at all times, reasonably cooperate with LICENSOR and its counsel, in all respects, with respect to any unauthorized use or suspected or alleged infringement at LICENSOR's expense, including, but not limited to, having LICENSEE's principals, directors, employees, officers and/or agents testify, and making available any records, papers, information, specimens and the like when requested by LICENSOR. 14.05 Any damages and/or proceedings. In the event of a recovery received pursuant to such litigation or settlement or compromise shall be the sole and exclusive property of LICENSOR. 14.06 If LICENSOR decides, in its discretion, not to take any action with respect to an unauthorized use or suspected action for infringement, then UNIVERSITY and LICENSEE mayshall first be reimbursed for costs of prosecuting or defending the action, at its own option and sole expense, take such action on its own behalf as it deems appropriate and any damages, recovery, settlement or compromise obtained thereby balance shall be paid to the Party defending or prosecuting the action. 9.2 Upon payment by LICENSEE of costs incurred by either LICENSEE or UNIVERSITY in any action for infringement, or defense of any proceedings challenging the account validity, of LICENSEEany patent under PATENT RIGHTS, LICENSEE may utilize a set-off for all such litigation costs against royalty owed not to exceed fifty (50) percent of royalties owed in a given year, with carry-over of set-off to future years of this Agreement. Any recovery of damages by LICENSEE from each patent enforcement or defense action shall be first applied to reimburse LICENSEE and UNIVERSITY for such litigation costs not paid from royalties, then to reimburse UNIVERSITY for royalties set-off and the balance, if any, to be shared equally.

Infringement. 14.01 LICENSEE (a) Each Party shall immediately notify LICENSOR promptly inform in writing the other upon becoming aware of any possible infringement, claim or action of or by any third party in derogation of any Licensed Right, including the importation, distribution or sale of any unauthorized use and/or suspected infringement or counterfeit Product, and in such event Capricorn and Primus shall discuss what remedial measures, including the initiation of legal proceedings, may be appropriate. Capricorn shall have the INTELLECTUAL PROPERTYfirst right, but not obligation, to initiate legal proceeding against such third party. Such notification If Capricorn initiates legal proceedings on account of any such infringement, claim or action, Primus shall includecooperate with and assist Capricorn, at Capricorn’s sole cost and expense, to the extent reasonably necessary to protect the Licensed Rights, including without limitation, immediately forwarding to LICENSOR any and all documents relating to any such unauthorized use being joined as a necessary or suspected infringement and providing LICENSOR with any and all facts and circumstances relating desirable party to such unauthorized use or suspected infringement. 14.02 LICENSOR proceedings. Absent agreement by Capricorn to initiate such remedial measures within sixty (60) days of receiving notification of any infringement in writing, Primus may (but shall have the primarynot be required to) take such actions, at its sole cost and in the first instance soleexpense, right to institute a suit for infringement, unfair competition or other action as it deems appropriate with respect to any unauthorized use or suspected infringementthe alleged infringement in order to protect and secure its rights granted pursuant to this Agreement. LICENSOR Any financial compensation derived from such actions shall have accrue to Parties based upon their respective contributions to the costs and expenses incurred in pursuing the claim. Subject to Article VIII, except as otherwise expressly set forth in this Agreement, the rights afforded by this Section shall be Primus’s sole discretion to determine how to handle or otherwise deal with remedy in the event of any infringement or unauthorized use of the INTELLECTUAL PROPERTY, including the right to settle or otherwise compromise any dispute or suit, and shall promptly notify LICENSEE of its decision. LICENSOR Primus shall have no duty to initiate such litigation ifclaim against Capricorn for damages if Capricorn determines, in its sole judgmentdiscretion, such litigation is not warranted or that it is not in its the best interestsinterest of Capricorn to initiate any legal proceedings on account of any such infringement, claim or action, or if Capricorn settles or resolves any such proceedings which may be initiated. 14.03 LICENSEE may join and be represented in(b) If a court of competent jurisdiction determines that Primus does not have the right to use the Licensed Rights, at its own expense by its own counsel, or any proceeding relating to any unauthorized use or suspected infringement to prove its own interests. 14.04 LICENSEE agrees that it shall, at all times, reasonably cooperate with LICENSOR and its counselof them, in all respectsthe Territory, with respect to any unauthorized use or suspected or alleged infringement at LICENSOR's expense, including, but not limited to, having LICENSEE's principals, directors, employees, officers and/or agents testify, and making available any records, papers, information, specimens and the like when requested by LICENSORPrimus shall refrain from exercising such Licensed Rights. 14.05 Any damages and/or recovery received pursuant to such litigation or settlement or compromise shall be the sole and exclusive property of LICENSOR. 14.06 If LICENSOR decides, in its discretion, not to take any action with respect to an unauthorized use or suspected infringement, then LICENSEE may, at its own option and sole expense, take such action on its own behalf as it deems appropriate and any damages, recovery, settlement or compromise obtained thereby shall be for the account of LICENSEE.

Infringement. 14.01 7.1 In the event that any of the PATENT RIGHTS are infringed by a third party, LICENSEE and/or a sublicensee of either LICENSEE or a SUBSIDIARY shall have, subject to Paragraph 7.2, the first right and obligation to institute and prosecute any action or proceeding to enforce the PATENT RIGHTS with respect to such infringement including without limitation settlement discussions relating to, and any declaratory judgment action arising from, such infringement by competent counsel of LICENSEE's choice or, if applicable, such sublicensee's choice. If LICENSEE or, if applicable, a sublicensee of either LICENSEE or a SUBSIDIARY institutes and prosecutes any such action or proceeding, LICENSEE or such sublicensee, if applicable, shall have an exclusive right to control such action or proceeding. In the event that LICENSEE or a sublicensee of either LICENSEE or a SUBSIDIARY commences an action to enforce the PATENT RIGHTS, LICENSEE shall immediately notify LICENSOR have the right during the pendency of the action to withhold [*] of the royalties payable to BOARD hereunder based on the SALE of the LICENSED PRODUCTS covered by the patent or patent within the PATENT RIGHTS in dispute to offset LICENSEE's and such sublicensee's out-of-pocket legal expenses incurred in connection with such action or proceeding. Any portion of such withheld royalties that is not so applied, shall be promptly paid to BOARD after such action or proceeding is resolved or abandoned. Any amounts recovered from third parties by LICENSEE or a sublicensee of * Confidential treatment has been requested for marked portion either LICENSEE or a SUBSIDIARY with respect to the PATENT RIGHTS in such action or proceeding shall be applied first to reimburse any unauthorized use outstanding legal expenses of the action or proceeding incurred by LICENSEE or such sublicensee, and then to reimburse BOARD for any royalties or fees withheld under this Paragraph 7.1 with respect to such action or proceeding. Any amounts remaining shall be included in NET SALES for purposes of calculating royalties owed pursuant to Paragraph 5.4 and/or suspected Paragraph 5.5, as applicable. 7.2 In the event that any of the PATENT RIGHTS are infringed by a third party, and LICENSEE and/or a sublicensee of either LICENSEE or a SUBSIDIARY, if appropriate, has not instituted action or proceedings against such third party to enforce the PATENT RIGHTS, or has not concluded settlement discussions with such third party, or LICENSEE or a SUBSIDIARY has not granted to such third party sublicense rights under the PATENT RIGHTS, within one (1) year of LICENSEE's or such sublicensee's receipt of information of such third party's infringement of the INTELLECTUAL PROPERTYPATENT RIGHTS, BOARD and LICENSEE and such sublicensee, if appropriate, will consult with one another in an effort to determine whether the infringement is a substantial infringement of the PATENT RIGHTS and whether a reasonably prudent licensee would have instituted such action or proceedings, concluded such settlement negotiations, and/or granted such sublicense rights within such one (1) year period in light of all relevant business and economic factors (including without limitation the projected cost of such action or proceedings, the likelihood of success on the merits, the probable amount of any damage award, the prospects for satisfaction of any judgment against the alleged infringer, the possibility of counterclaims against BOARD, LICENSEE and/or such sublicensee, the diversion of LICENSEE's and/or such sublicensee human and economic resources, the impact of any possible adverse outcome on LICENSEE and/or such sublicensee, and the effect any publicity might have on the respective reputations and goodwill of BOARD and LICENSEE and/or such sublicensee). Such notification shall includeIf after such consultation BOARD and LICENSEE and such sublicensee, without limitationif appropriate, immediately forwarding have not reached agreement and LICENSEE and/or such sublicensee, if appropriate, does not institute action or proceedings against, or enter into settlement negotiations with, or grant sublicense rights to LICENSOR any and all documents relating to any such unauthorized use or suspected infringement and providing LICENSOR with any and all facts and circumstances relating to such unauthorized use or suspected infringement. 14.02 LICENSOR a substantial infringer, BOARD shall have the primary, and in the first instance sole, right to institute enforce the PATENT RIGHTS relating to infringement by such a suit for infringement, unfair competition or other action substantial infringer on behalf of BOARD and LICENSEE and/or such sublicensee. Any amounts recovered from third parties by BOARD with respect to the PATENT RIGHTS in such action or proceeding shall be retained by BOARD. 7.3 LICENSEE shall notify BOARD promptly in writing of any unauthorized claim asserted against LICENSEE, SUBSIDIARIES and/or a sublicensee of either LICENSEE or a SUBSIDIARY by any third party alleging infringement of any patent owned by such third party in connection with manufacture, use or suspected infringementsale of LICENSED PRODUCTS or practice, of any method, process or procedure within the PATENT RIGHTS. LICENSOR Notwithstanding anything herein to the contrary, if in LICENSEE's reasonable judgment, the manufacture, use or sale of LICENSED PRODUCTS or the practice of any method, process or procedure within the PATENT RIGHTS by LICENSEE, SUBSIDIARIES or sublicensees of either LICENSEE or a SUBSIDIARY would infringe a BLOCKING PATENT owned or controlled by a third party, LICENSEE shall have the sole discretion to determine how to handle or otherwise deal with any infringement or unauthorized use of the INTELLECTUAL PROPERTY, including the right to settle deduct from the royalties payable to BOARD under Article V the amount which LICENSEE, SUBSIDIARIES or otherwise compromise any dispute a sublicensee of either LICENSEE or suita SUBSIDIARY, and shall promptly notify LICENSEE of its decision. LICENSOR shall have no duty to initiate such litigation ifas the case may be, in its sole judgment, such litigation is not warranted or is not in its best interests. 14.03 LICENSEE may join and be represented in, at its own expense by its own counsel, any proceeding relating to any unauthorized use or suspected infringement to prove its own interests. 14.04 LICENSEE agrees that it shall, at all times, reasonably cooperate with LICENSOR and its counsel, in all respects, with respect to any unauthorized use or suspected or alleged infringement at LICENSOR's expense, including, but not limited to, having LICENSEE's principals, directors, employees, officers and/or agents testify, and making available any records, papers, information, specimens and the like when requested by LICENSOR. 14.05 Any damages and/or recovery received pursuant to such litigation or settlement or compromise shall be the sole and exclusive property of LICENSOR. 14.06 If LICENSOR decides, in its discretion, not to take any action with respect to an unauthorized use or suspected infringement, then LICENSEE may, at its own option and sole expense, take such action on its own behalf as it deems appropriate and any damages, recovery, settlement or compromise obtained thereby shall be for the account of LICENSEE.

Infringement. 14.01 LICENSEE COMPANY shall immediately notify LICENSOR inform GI promptly in writing of any unauthorized use and/or suspected alleged infringement of the INTELLECTUAL PROPERTYPATENT RIGHTS by a third party and of any available evidence thereof. Such notification Subject to COMPANY's right to join in the prosecution of infringements set forth below, the OWNERS shall have the right, but not the obligation, to prosecute in their own discretion and at their own expense, all infringements of the PATENT RIGHTS. The total cost of any such sole infringement action shall be borne by the OWNERS, and the OWNERS shall keep any recovery or damages derived therefrom. In any such infringement suits, COMPANY shall, at the OWNERS' expense, cooperate in all respects. COMPANY shall have the right to join the OWNERS' prosecution of any infringements of the PATENT RIGHTS: In any such joint infringement suits, the OWNERS and COMPANY will cooperate in all respects. The OWNERS and COMPANY will agree in good faith on the sharing of the total cost of any such joint infringement action and the sharing of any recovery or Alnylam; GI 2716, 2782 ZTM Dec. 19, 2002; page 13 damages derived therefrom. In the event that the OWNERS decide not to prosecute infringements of the PATENT RIGHTS, neither solely nor jointly with COMPANY, GI shall offer to COMPANY to prosecute any such infringement in its own discretion and at its own expense. GI will offer EuropeRNAi respectively. The OWNERS shall, at COMPANY'S expense, cooperate. The total cost of any such sole infringement action shall be borne by COMPANY, and COMPANY shall keep any recovery or damages derived therefrom. In the event that COMPANY intends to make any arrangements with the infringer to settle the infringement (such as sublicenses), and solely the OWNERS or the OWNERS jointly with COMPANY have prosecuted the infringement, any such settlement needs the prior written approval of GI, which shall not unreasonably be withheld; reasons to withheld include, without limitation, immediately forwarding that the settlement is financially disadvantageous for the OWNERS or GI. Any infringer to LICENSOR any and all documents relating to any which COMPANY grants such unauthorized use or suspected infringement and providing LICENSOR with any and all facts and circumstances relating to such unauthorized use or suspected infringement. 14.02 LICENSOR shall have the primary, and in the first instance sole, right to institute a suit for infringement, unfair competition or other action with respect to any unauthorized use or suspected infringement. LICENSOR shall have the sole discretion to determine how to handle or otherwise deal with any infringement or unauthorized use of the INTELLECTUAL PROPERTY, including the right to settle or otherwise compromise any dispute or suit, and shall promptly notify LICENSEE of its decision. LICENSOR shall have no duty to initiate such litigation if, in its sole judgment, such litigation is not warranted or is not in its best interests. 14.03 LICENSEE may join and be represented in, at its own expense by its own counsel, any proceeding relating to any unauthorized use or suspected infringement to prove its own interests. 14.04 LICENSEE agrees that it shall, at all times, reasonably cooperate with LICENSOR and its counsel, in all respects, with respect to any unauthorized use or suspected or alleged infringement at LICENSOR's expense, including, but not limited to, having LICENSEE's principals, directors, employees, officers and/or agents testify, and making available any records, papers, information, specimens and the like when requested by LICENSOR. 14.05 Any damages and/or recovery received pursuant to such litigation or settlement or compromise sublicenses shall be the sole and exclusive property of LICENSORa SUBLICENSEE under this Agreement. 14.06 If LICENSOR decides, in its discretion, not to take any action with respect to an unauthorized use or suspected infringement, then LICENSEE may, at its own option and sole expense, take such action on its own behalf as it deems appropriate and any damages, recovery, settlement or compromise obtained thereby shall be for the account of LICENSEE.

Infringement. 14.01 LICENSEE 8.1 The Parties shall immediately promptly notify LICENSOR each other of any unauthorized use and/or suspected infringement of any Licensed Patents. 8.1.1 During the INTELLECTUAL PROPERTYTerm, COMPANY shall, at its expense, have the right to enforce any Licensed Patents against such infringer and may defend any declaratory judgment action brought against it alleging the invalidity of a Licensed Patent. Such notification COMPANY agrees to defend LICENSOR against any counterclaim brought against it in such action. LICENSOR shall includecooperate with reasonable requests from COMPANY in such effort, without limitationat COMPANY'S expense, immediately forwarding including being joined as a party to such action, if necessary. COMPANY shall reimburse LICENSOR for actual costs incurred, including reasonable attorneys’ fees, as part of any and all documents relating action brought by COMPANY. 8.1.2 COMPANY shall use its best efforts to terminate any such unauthorized use or suspected infringement of any Licensed Patents or resolve any other actual or potential claim(s) or cause(s) of action without resorting to litigation, which may include negotiating and providing LICENSOR executing a sublicense agreement that complies with the terms of this Agreement. COMPANY understands and agrees that any and sublicense entered into under this Section must satisfy all facts and circumstances relating to such unauthorized use or suspected infringement. 14.02 LICENSOR shall have requirements of a sublicense as set forth in Section 2.5, including obtaining written approval from EMORY on behalf of the primary, and in the first instance sole, right to institute a suit for infringement, unfair competition or other LICENSOR. Before COMPANY commences an action with respect to any unauthorized infringement or potential infringement or commences an action filed by, or responds to an allegation raised by, a third party, it shall give careful consideration to the views and the potential effects on the public interest in making its decision whether or not to sue or how to respond. LICENSOR shall use reasonable efforts in accordance with their own policies and procedures to cooperate with COMPANY in connection with any such remedial action undertaken by COMPANY under this Section, and COMPANY shall be responsible for any costs and expenses incurred by LICENSOR associated with such cooperation. 8.1.3 COMPANY shall not enter into any settlement agreement, voluntary dismissal, consent judgment, agreement pursuant to Section 8.1.2., or suspected other voluntary final disposition in any action regarding the Licensed Patents, without the express written consent of EMORY on behalf of LICENSOR, which shall not be unreasonably withheld. For the avoidance of doubt, COMPANY acknowledges that it shall not be unreasonable for LICENSOR to withhold consent to any settlement agreement, voluntary dismissal, consent judgment, agreement pursuant to Section 8.1.2., or other voluntary final disposition in any action regarding the Licensed Patents that does not include a complete release of such party from all liability or that contains or contemplates any payment by, or injunctive or equitable relief binding upon such party. Any amounts received shall first be applied in satisfaction of the actual and reasonable costs and expenses incurred by COMPANY and any balance shall be deemed to be proceeds of Sales of Licensed Products in the fiscal quarter received. 8.2 If COMPANY fails, within [*****] after receiving notice of a potential infringement. , to institute an action against such infringer or notifies LICENSOR that it does not plan to institute such action, then LICENSOR shall have the sole discretion to determine how to handle or otherwise deal with any infringement or unauthorized use of the INTELLECTUAL PROPERTY, including the right to settle or otherwise compromise any dispute or suit, and do so at its own expense. COMPANY shall promptly notify LICENSEE of its decisioncooperate with LICENSOR in such effort including being joined as a party to such action if necessary. LICENSOR shall have no duty be entitled to initiate retain all damages or costs awarded in such litigation ifaction. Should either LICENSOR or COMPANY be a party to a suit under the provisions of this Article and thereafter elect to abandon such suit, in its sole judgment, such litigation is not warranted or is not in its best interests. 14.03 LICENSEE may join and be represented in, at its own expense by its own counsel, any proceeding relating the abandoning party shall give timely notice to any unauthorized use or suspected infringement to prove its own interests. 14.04 LICENSEE agrees that it shall, at all times, reasonably cooperate with LICENSOR and its counsel, in all respects, with respect to any unauthorized use or suspected or alleged infringement at LICENSOR's expense, including, but not limited to, having LICENSEE's principals, directors, employees, officers and/or agents testify, and making available any records, papers, information, specimens and the like when requested by LICENSOR. 14.05 Any damages and/or recovery received pursuant to such litigation or settlement or compromise shall be the sole and exclusive property of LICENSOR. 14.06 If LICENSOR decides, in its discretion, not to take any action with respect to an unauthorized use or suspected infringement, then LICENSEE other party who may, at its own option and sole expensediscretion, take continue prosecution of such action on suit at its own behalf as it deems appropriate and any damages, recovery, settlement or compromise obtained thereby shall be for the account of LICENSEEexpense.

Infringement. 14.01 LICENSEE shall immediately notify LICENSOR 11.1 Each party will be obligated to promptly inform the other in writing of any unauthorized use and/or suspected alleged infringement by a third party of any of the INTELLECTUAL PROPERTY. Such notification shall includepatents within the Patent Rights, without limitation, immediately forwarding to LICENSOR any and all documents relating to any provide such unauthorized use or suspected infringement and providing LICENSOR other parties with any and all facts and circumstances relating to available evidence of infringement. No party will settle or compromise any claim or action in a manner that imposes any restrictions or obligations on the other party or parties without such unauthorized use or suspected infringementother party’s written consent, which shall not be unreasonably withheld. 14.02 LICENSOR shall 11.2 During the term hereof, the Company will have the primaryfirst right, and in but not the first instance soleobligation, right to institute a suit for infringement, unfair competition or other action with respect to any unauthorized use or suspected infringement. LICENSOR shall have the sole discretion to determine how to handle or otherwise deal with any infringement or unauthorized use of the INTELLECTUAL PROPERTY, including the right to settle or otherwise compromise any dispute or suit, and shall promptly notify LICENSEE of its decision. LICENSOR shall have no duty to initiate such litigation if, in its sole judgment, such litigation is not warranted or is not in its best interests. 14.03 LICENSEE may join and be represented in, (i) prosecute at its own expense any such infringements of the Patent Rights and, in furtherance of such prosecution, to request that WFUHS join as a party plaintiff in any such suit, without expense to WFUHS, and WFUHS’s consent to such request shall not be unreasonably withheld, or (ii) settle the infringement suit, subject to the provisions of Section 11.1, by sublicensing the alleged infringer or by other means. 11.3 In the event that the Company undertakes the enforcement and/or defense of the Patent Rights by litigation, including any declaratory judgment action, the total cost of any such action commenced or defended solely by the Company shall be borne by the Company and the Company shall keep any recovery or damages for past infringement derived therefrom, provided that Company pays to WFUHS any royalties, fees, payment or Other Amounts due and payable to WFUHS pursuant Sections 3 and 4, if any, based on amounts awarded to compensate the Company for lost sales or revenues, including any damages awarded directly in connection with such lost sales or revenues. Subject to Section 11.1, the Company shall be entitled to settle any such litigation by agreement, consent, judgment, voluntary dismissal or otherwise, provided such settlement does not impose any burden, obligation or responsibility on WFUHS. 11.4 If, within six (6) months after having been notified of any alleged infringement, the Company is unsuccessful in persuading the alleged infringer to desist and has not brought or is not diligently prosecuting an infringement action, or if the Company notifies WFUHS at any time prior thereto of its intention not to bring suit against any alleged infringer, then, and only then, WFUHS will have the right to prosecute at its own counselexpense any infringement of the Patent Rights. The total cost of any such infringement action commenced or defended solely by WFUHS will be borne by WFUHS, and WFUHS will keep any proceeding relating recovery or damages for past infringement derived therefrom. Subject to Section 11.1, WFUHS shall be entitled to settle any such litigation by agreement, consent, judgment, voluntary dismissal or otherwise. 11.5 In the event an infringement action is brought against the Company arising from the use of the Patent Rights, the Company will defend such action and will be solely responsible for all attorneys’ fees, costs of defense and liability arising out of that action. 11.6 In the event that a declaratory judgment action alleging invalidity or non-infringement of any of the Patent Rights is brought against the Company, the Company will be responsible, at its sole expense, for the defense of the action and the Company will keep any recovery or damages derived therefrom or from any counterclaims asserted therein unless and until WFUHS elects to intervene and participate in the defense of the action in accordance with the next sentence, and provided further that Company pays to WFUHS any and all amounts due and payable to WFUHS pursuant Sections 3 and 4 of this Agreement due, in whole or in part, to any unauthorized use lost sales or suspected infringement revenues and any damages or awards associated therewith or thereto. WFUHS, at its option, will have the right to prove intervene and participate in the defense of the action at its own interestsexpense whereupon WFUHS and the Company will share in any recovery or damages derived therefrom or from any counterclaims asserted therein in proportion to the total out-of-pocket costs contributed by each party. 14.04 LICENSEE agrees that it shall11.7 In any infringement suit brought or declaratory judgment action defended by any party to protect any of the Patent Rights, the other party will, at all timesthe request and expense of the party initiating such suit, reasonably cooperate with LICENSOR and its counsel, in all respectsrespects and, with respect to any unauthorized use or suspected or alleged infringement at LICENSOR's expensethe extent possible, including, but not limited to, having LICENSEE's principals, directors, employees, officers and/or agents testify, make its employees available to testify when requested and making make available any relevant records, papers, information, samples, specimens and the like when requested by LICENSORlike. 14.05 Any damages and/or recovery received pursuant to such litigation or settlement or compromise shall be the sole and exclusive property of LICENSOR. 14.06 If LICENSOR decides, in its discretion, not to take any action with respect to an unauthorized use or suspected infringement, then LICENSEE may, at its own option and sole expense, take such action on its own behalf as it deems appropriate and any damages, recovery, settlement or compromise obtained thereby shall be for the account of LICENSEE.

Infringement. 14.01 LICENSEE shall immediately notify LICENSOR of any unauthorized use and/or suspected infringement of the INTELLECTUAL PROPERTY. Such notification shall include, without limitation, immediately forwarding to LICENSOR any and all documents relating to any such unauthorized use or suspected infringement and providing LICENSOR with any and all facts and circumstances relating to such unauthorized use or suspected infringement. 14.02 LICENSOR Company shall have the primaryfirst right to enforce any patent within PATENT RIGHTS against any infringement or alleged infringement thereof, and in shall at all times keep JHU informed as to the first instance sole, right to institute a suit for infringement, unfair competition or other status thereof. Before Company commences an action with respect to any unauthorized use infringement of such patents, Company shall give careful consideration to the views of JHU and to potential effects on the public interest in making its decision whether or suspected infringement. LICENSOR shall have the sole discretion to determine how to handle or otherwise deal with any infringement or unauthorized use of the INTELLECTUAL PROPERTY, including the right to settle or otherwise compromise any dispute or suit, and shall promptly notify LICENSEE of its decision. LICENSOR shall have no duty to initiate such litigation if, in its sole judgment, such litigation is not warranted or is not in its best interests. 14.03 LICENSEE may join and be represented in, at its own expense by its own counsel, any proceeding relating to any unauthorized use or suspected infringement to prove its own interests. 14.04 LICENSEE agrees that it shall, at all times, reasonably cooperate with LICENSOR and its counsel, in all respects, with respect to any unauthorized use or suspected or alleged infringement at LICENSOR's expense, including, but not limited to, having LICENSEE's principals, directors, employees, officers and/or agents testify, and making available any records, papers, information, specimens and the like when requested by LICENSOR. 14.05 Any damages and/or recovery received pursuant to such litigation or settlement or compromise shall be the sole and exclusive property of LICENSOR. 14.06 If LICENSOR decides, in its discretion, not to take any action with respect to an unauthorized use or suspected infringement▇▇▇. Thereafter, then LICENSEE Company may, at its own option expense, institute suit against any such infringer or alleged infringer and control and defend such suit in a manner consistent with the terms and provisions hereof and recover any damages, awards or settlements resulting therefrom, subject to Paragraph 4.5. If required by law, JHU shall permit action under this Section to be brought in its name, including being joined as party-plaintiff. However, no settlement, consent judgment or other voluntary final disposition of the suit that concedes the invalidity or unenforceability of any patent within PATENT RIGHTS may be entered into without the prior written consent of JHU, which consent shall not be unreasonably withheld. This right to ▇▇▇ for infringement shall not be used in an arbitrary or capricious manner. JHU shall reasonably cooperate in any such litigation at Company’s expense. If Company elects not to enforce any patent within the PATENT RIGHTS, then it shall so notify JHU in writing within [**] days of receiving notice that an infringement exists, and JHU may, in its sole judgment and at its own expense, take steps to enforce any patent and control, settle, and defend such action on suit in a manner consistent with the terms and provisions hereof, and recover, for its own behalf as it deems appropriate and account, any damages, recoveryawards or settlements resulting therefrom. However, settlement no settlement, consent judgment or compromise obtained thereby other voluntary final disposition of the suit that concedes the invalidity or unenforceability of any patent within PATENT RIGHTS may be entered into without the prior written consent of Company, which consent shall not be for the account of LICENSEEunreasonably withheld.

Infringement. 14.01 LICENSEE In the event that Licensee learns of any infringement or threatened infringement of the Licensed Marks or any unfair competition, passing-off or dilution with respect to the Licensed Master Service Marks, the Licensed Ancillary Service Marks, or the Licensed Trade Dress, or any third party alleges or claims that either the Licensed Master Service Marks, the Licensed Ancillary Service Marks, or the Licensed Trade Dress are liable to cause deception or confusion to the public, or are liable to dilute or infringe any right of such third party, Licensee shall immediately notify LICENSOR Licensor or its authorized representative giving particulars thereof and Licensee shall provide necessary information and assistance to Licensor or its authorized representatives in the event that Licensor decides that proceedings should be commenced or defended. Licensor shall have exclusive control of any unauthorized use and/or suspected litigation, opposition, cancellation or related legal proceedings, or the settlement or compromise of any claim. The decision whether to bring, defend, maintain or settle any such proceedings shall be at the exclusive option and expense of Licensor and all recoveries shall belong exclusively to Licensor and all reasonable expenses or losses of Licensee in connection therewith shall be paid by Licensor to Licensee. Licensee will not initiate any such litigation, opposition, cancellation or related legal proceedings in its own name but, at Licensor's request, agrees to be joined as a party in any action taken by Licensor to enforce its rights in the Licensed Master Service Marks, the Licensed Ancillary Service Marks, or the Licensed Trade Dress. Licensor shall reimburse Licensee for all reasonable expenses of Licensee solely in its role as a party in the action. Nothing in this Agreement shall require or be deemed to require Licensor to enforce the Licensed Master Service Marks, the Licensed Ancillary Service Marks, or the Licensed Trade Dress. In the event of any claim, action, proceeding or suit by a third party against Licensee alleging an infringement by any of the INTELLECTUAL PROPERTY. Such notification shall includeLicensed Marks or copyright, without limitationby reason of the use, immediately forwarding in accordance with the Service Specifications, of the Licensed Master Service Marks, the Licensed Ancillary Service Marks, or the Licensed Trade Dress in association with the Licensed Service(s), Licensor, at its expense, will defend Licensee subject to LICENSOR the following conditions: Licensor will reimburse Licensee for any and all documents relating to any such unauthorized use or suspected infringement and providing LICENSOR with any and all facts and circumstances relating to such unauthorized use or suspected infringement. 14.02 LICENSOR shall have the primaryreasonable costs, expenses, and legal fees incurred in the first instance sole, right to institute a suit for infringement, unfair competition or other action connection with obtaining advice concerning its liability with respect to any unauthorized use or suspected infringement. LICENSOR shall have the sole discretion to determine how to handle or otherwise deal with any infringement or unauthorized use of the INTELLECTUAL PROPERTYclaim, including the right to settle or otherwise compromise any dispute action, proceeding or suit, and shall promptly notify LICENSEE of its decision. LICENSOR shall have no duty to initiate such litigation if, in its sole judgment, such litigation is not warranted or is not in its best interests. 14.03 LICENSEE may join and be represented in, at its own expense by its own counsel, any proceeding relating to any unauthorized use or suspected infringement to prove its own interests. 14.04 LICENSEE agrees that it shall, at all times, reasonably cooperate with LICENSOR and its counsel, in all respects, with respect to any unauthorized use or suspected or alleged infringement at LICENSOR's expense, including, but not limited tolegal fees, having LICENSEEcosts and expenses involved in connection with the defense of the claim, action, proceeding or suit, unless incurred at Licensor's principalswritten request or authorization in which case Licensor will promptly reimburse Licensee in full for such amounts. Licensor also will indemnify Licensee against any liability (including any fines, directors, employees, officers and/or agents testify, penalties and making available any records, papers, information, specimens and punitive damages) assessed against Licensee by final judgment or order from which no appeal lies or the like when requested by LICENSOR. 14.05 Any damages and/or recovery received pursuant to such litigation or settlement or compromise shall be the sole and exclusive property of LICENSOR. 14.06 If LICENSOR decides, in its discretion, not to take any action with respect to an unauthorized use or suspected infringement, then LICENSEE may, at its own option and sole expense, take such action time for appeal has expired on its own behalf as it deems appropriate and any damages, recovery, settlement or compromise obtained thereby shall be for the account of LICENSEEsuch infringement or violation arising out of such use.

Infringement. 14.01 LICENSEE Licensee shall immediately notify LICENSOR Licensor of any unauthorized use and/or suspected infringement of the INTELLECTUAL PROPERTYBusiness Concept, Intellectual Property or Licensed Marks. Such notification on shall include, without limitation, immediately forwarding to LICENSOR Licensor any and all documents relating to any such unauthorized use or suspected infringement and providing LICENSOR Licensor with any and all facts and circumstances relating to such unauthorized use or suspected infringement. 14.02 LICENSOR . Licensor shall have the primary, and in the first instance sole, right to institute a suit for infringement, unfair competition competition, or other action with respect to any unauthorized use or suspected infringement. LICENSOR Licensor shall have the sole discretion to determine how to handle or otherwise deal with any infringement or unauthorized use of the INTELLECTUAL PROPERTYIntellectual Property , including the right to settle or otherwise compromise any dispute or suit, suit and shall promptly notify LICENSEE Licensee of its decision. LICENSOR Licensor shall have no duty to initiate such litigation if, if in its sole judgment, judgment such litigation is not warranted wanted or is not in its best interests. 14.03 LICENSEE . Licensee agrees that it shall, at all times, reasonably cooperate with Licensor and its counsel, with respect to any unauthorized use or suspected or alleged infringements at Licensor's expense, including, but not limited to, having Licensee's principals, directors, employees, officers, and/or agents testify, and making available any records, papers, information, specimens, and the like when requested by Licensor. Licensee may join and be represented in, at its own expense by its own counsel, any proceeding relating to any unauthorized use or suspected infringement to prove prow its own interests. 14.04 LICENSEE agrees that it shall, at all times, reasonably cooperate with LICENSOR and its counsel, in all respects, with respect to any unauthorized use or suspected or alleged infringement at LICENSOR's expense, including, but not limited to, having LICENSEE's principals, directors, employees, officers and/or agents testify, and making available any records, papers, information, specimens and the like when requested by LICENSOR. 14.05 Any damages and/or recovery received pursuant to such litigation or settlement or compromise shall be the sole and exclusive property of LICENSOR. 14.06 . If LICENSOR decides, Licensor decides in its discretion, discretion not to take any action with respect to an unauthorized use or suspected infringement, then LICENSEE Licensor may, at its own option and sole expense, take such action on its own our behalf as it deems appropriate and any damages, recovery, settlement settlement, or compromise obtained thereby shall shah be for the account of LICENSEELicensee. Any damages and/or recovery received pursuant to such litigation or settlement or compromises shall be the sole and exclusive property of Licensor.

Infringement. 14.01 LICENSEE shall immediately (a) Each of Company and Manufacturer will notify LICENSOR the other party in writing of any unauthorized use and/or suspected infringement of the INTELLECTUAL PROPERTY. Such notification shall include, without limitation, immediately forwarding to LICENSOR any and all documents relating to any such unauthorized use or suspected infringement and providing LICENSOR with any and all facts and circumstances relating to such unauthorized use or suspected infringement. 14.02 LICENSOR shall have the primary, and in the first instance sole, right to institute a suit for infringement, unfair competition or other action with respect to any unauthorized use or suspected infringement. LICENSOR shall have the sole discretion to determine how to handle or otherwise deal with any infringement or unauthorized use or disclosure of the INTELLECTUAL PROPERTYother party’s IP Rights in the Territory within thirty (30) days after it becomes aware of such infringement or unauthorized use or disclosure. (b) Subject to Sections 4.3(c) and 4.3(d), including each party shall have the exclusive right (but not the obligation) at its own cost to settle take all legal action in the Territory it deems necessary or otherwise compromise advisable to eliminate or minimize the consequences of any dispute infringement or suitunauthorized use or disclosure of its IP Rights in the Territory. (c) Without limiting the generality or applicability of Section 4.3(b), Manufacturer shall have the exclusive right (but not the obligation) at its own cost to take all legal action in the Territory it deems necessary or advisable to eliminate or minimize the consequences of any infringement or unauthorized use or disclosure of the Trademarks in the Territory. All proceeds realized upon any judgment or settlement regarding an action undertaken with respect to the Trademarks shall be retained by Manufacturer. (d) Without limiting the generality or applicability of Section 4.3(b), Company shall have the exclusive right at its own cost to take all legal action in the Territory it deems necessary or advisable to eliminate or minimize the consequences of any infringement or unauthorized use or disclosure of the IP Rights other than Trademarks or Manufacturer Confidential Information as embodied in a Product. For the purpose of taking any such legal action, Company shall have the right, subject to Manufacturer’s prior written consent (which consent shall not be unreasonably withheld) to use the name of Manufacturer as plaintiff, either solely or jointly in accordance with the applicable rules of procedure. Manufacturer shall furnish Company with whatever written authority may be required in order to enable Company to use Manufacturer’s name in connection with any such legal action, and shall promptly notify LICENSEE of its decision. LICENSOR shall have no duty to initiate such litigation if, in its sole judgment, such litigation is not warranted or is not in its best interests. 14.03 LICENSEE may join and be represented in, at its own expense by its own counsel, any proceeding relating to any unauthorized use or suspected infringement to prove its own interests. 14.04 LICENSEE agrees that it shall, at all times, reasonably otherwise cooperate with LICENSOR and its counsel, Company (at Company’s expense) in all respects, connection with any such action. All proceeds realized upon any judgment or settlement regarding an action undertaken with respect to any unauthorized use the IP Rights other than Trademarks or suspected or alleged infringement at LICENSOR's expense, including, but not limited to, having LICENSEE's principals, directors, employees, officers and/or agents testify, and making available any records, papers, information, specimens and the like when requested by LICENSOR. 14.05 Any damages and/or recovery received pursuant to such litigation or settlement or compromise Manufacturer Confidential Information as embodied in a Product shall be used to reimburse Company for the sole costs of litigating or settling such matter and exclusive property of LICENSOR. 14.06 If LICENSOR decides, in its discretion, not to take any action with respect to an unauthorized use or suspected infringement, then LICENSEE may, at its own option and sole expense, take such action on its own behalf as it deems appropriate and any damages, recovery, settlement or compromise obtained thereby shall be paid to Company and to Manufacturer in an amount that compensates Company for lost sales in respect of such infringement and Manufacturer in an amount that reflects the account of LICENSEEsums that would be due Manufacturer from Company based on the lost sales.

Infringement. 14.01 LICENSEE shall immediately notify LICENSOR of any unauthorized use and/or suspected infringement 7.1. LICENSEE, as the exclusive commercial user of the INTELLECTUAL PROPERTY. Such notification shall includePatent Rights, without limitation, immediately forwarding to LICENSOR any and all documents relating to any such unauthorized use or suspected infringement and providing LICENSOR with any and all facts and circumstances relating to such unauthorized use or suspected infringement. 14.02 LICENSOR shall have the primary, and first right (but not obligation) to enforce the Patent Rights in the first instance soleField of Use. In exercising these rights, right to institute a suit for infringement, unfair competition or other action with respect to any unauthorized use or suspected infringement. LICENSOR shall have the sole discretion to determine how to handle or otherwise deal with any infringement or unauthorized use of the INTELLECTUAL PROPERTY, including the right to settle or otherwise compromise any dispute or suit, and shall promptly notify LICENSEE of its decision. LICENSOR shall have no duty to initiate such litigation ifLICENSEE, in its sole judgmentdiscretion, may contact alleged third party infringers and take steps to persuade such litigation is third parties to desist from infringing the Patent Rights. LICENSEE shall have the first right, but not warranted or is not the obligation, to initiate and prosecute an infringement action. If LICENSEE declines, then LICENSOR shall, in its best interestssole discretion, have the right (but not the obligation) of initiating and prosecuting an infringement action, or defending a challenge to the validity of the Patent Rights. LICENSEE shall notify LICENSORS of each instance of alleged unlicensed infringement and shall keep LICENSORS informed of all stages of Patent Rights enforcement, and LICENSOR shall use good faith efforts to cooperate with and supply all assistance reasonably requested at the expense of LICENSEE. Without limiting the generality of the foregoing, LICENSORS shall, if necessary to initiate or continue any such legal proceedings, join as party plaintiffs any legal proceedings initiated by LICENSEE at the LICENSEE’s request and expense. All costs of any action to enforce the Patent Rights taken by LICENSEE shall be borne by LICENSEE and any awarded damages derived therefrom less LICENSEE’s costs and expenses in bringing such action shall be treated as Non-Royalty Sublicensing Income under this License Agreement. All costs of any action to enforce the Patent Rights taken by LICENSORS shall be borne by LICENSORS and LICENSORS shall keep any awarded damages derived therefrom. No settlement, consent judgment or other voluntary final disposition of the suit may be entered into without the prior written consent of LICENSORS, which consent shall not unreasonably be withheld. For clarity, LICENSEE shall not be relieved of any monetary obligations under this License Agreement during the pendency of any infringement action taken under Article VII. 14.03 7.2. Each party shall promptly notify the other in writing in the event that a third party shall bring a claim of infringement against LICENSORS or LICENSEE with respect to the Patent Rights, either in the United States or in any foreign country in which there are Patent Rights. 7.3. In the event LICENSEE is sued for patent infringement with respect to exercising its license rights granted hereunder, threatened with such suit, or enjoined from exercising its license rights granted hereunder, LICENSEE may join terminate this License Agreement according to Section 12.1(d) or contest the action against it. In any such action, LICENSEE shall be fully CERTAIN CONFIDENTIAL PORTIONS OF THIS EXHIBIT WERE OMITTED AND REPLACED WITH “[***]”. A COMPLETE VERSION OF THIS EXHIBIT HAS BEEN FILED SEPARATELY WITH THE SECRETARY OF THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO AN APPLICATION REQUESTING CONFIDENTIAL TREATMENT PURSUANT TO RULE 406 PROMULGATED UNDER THE SECURITIES ACT OF 1933, AS AMENDED. responsible for all its costs, including expenses, judgments and settlements, and shall be represented inentitled to proceeds that it may recover, at its own expense by its own counselincluding judgments, settlements and awards. LICENSORS shall not be liable for any losses incurred as the result of an action for infringement brought against LICENSEE as the result of LICENSEE’s exercise of any rights granted under this License Agreement. LICENSEE may not deduct, from payments due to LICENSORS, any proceeding relating portion of its costs related to any unauthorized use judgment or suspected infringement to prove its own interestssettlement of such actions. 14.04 LICENSEE agrees that it 7.4. In any infringement suit as either party may institute to enforce the Patent Rights against third parties pursuant to this License Agreement, or in any infringement action brought against either party by a third party, each party hereto shall, at all timesthe request and expense of the other party, reasonably cooperate with LICENSOR and its counsel, in all respectsrespects and, with respect to any unauthorized use or suspected or alleged infringement at LICENSOR's expensethe extent possible, including, but not limited to, having LICENSEE's principals, directors, employees, officers and/or agents testify, have its employees testify when requested and making make available any relevant records, papers, information, specimens samples, specimens, and the like when requested by LICENSORlike. 14.05 Any damages and/or recovery received pursuant 7.5. Pursuant to the LICENSORS’ retained rights under Section 2.2, the parties agree to make the Patent Rights and Tangible Materials available to non-profit research organizations and allow such litigation or settlement or compromise non-profit research organizations to practice the Patent Rights and use the Tangible Materials solely for non-commercial teaching, research, other educationally-related purposes and clinical patient care purposes at the site(s) of such non-profit research organizations, and such activities shall be the sole and exclusive property of LICENSOR. 14.06 If LICENSOR decides, in its discretion, not to take any action with respect to constitute an unauthorized use or suspected infringement, then LICENSEE may, at its own option provided that any transfer of Patent Rights and sole expense, take Tangible Materials will be administered by a suitable agreement barring commercial use of such action on its own behalf as it deems appropriate Patent Rights and any damages, recovery, settlement or compromise obtained thereby shall be for the account of LICENSEETangible Materials.

Infringement. 14.01 LICENSEE shall immediately notify LICENSOR of (a) Fulcrum will defend, or at its option settle, any unauthorized use and/or suspected claim, action or proceeding brought against Licensee based on alleged infringement by the Licensed Technology, as provided hereunder, of the INTELLECTUAL PROPERTYclaimant’s IP Rights (a “Claim”) and will indemnify and hold Licensee and its Affiliates and their respective officers, directors, employees and agents harmless from and against all damages and costs awarded against Licensee in a final, non-appealable decision in any such action or proceeding which results from the Claim. Such notification shall includeLicensee will promptly notify Fulcrum in writing of the Claim, without limitationgive it authority, immediately forwarding information and assistance to LICENSOR any defend the Claim and give it sole control of the defense of the Claim and all documents relating to negotiations for the compromise or settlement thereof. Fulcrum will have no liability hereunder for any such unauthorized use costs incurred or suspected infringement and providing LICENSOR with any and all facts and circumstances relating to such unauthorized use or suspected infringement. 14.02 LICENSOR shall settlement entered into without its prior written consent. Fulcrum will have the primary, and in the first instance sole, right to institute a suit for infringement, unfair competition or other action no liability hereunder with respect to any unauthorized use or suspected infringement. LICENSOR shall have Claim to the sole discretion to determine how to handle or otherwise deal with any infringement or unauthorized use extent based upon (a) the combination of the INTELLECTUAL PROPERTYLicensed Technology with other products or processes not furnished by Fulcrum, including (b) any Licensee Improvement, or (c) any other addition to or modification of the right to settle Licensed Technology by any person or otherwise compromise any dispute or suit, and shall promptly notify LICENSEE of its decision. LICENSOR shall have no duty to initiate such litigation if, in its sole judgment, such litigation is not warranted or is not in its best interestsentity other than Fulcrum. 14.03 LICENSEE may join and be represented in(b) If Licensee is prevented by injunction or order of a court of competent jurisdiction from using the Licensed Technology provided hereunder, Fulcrum will, at its own expense by cost and expense, use commercially reasonable efforts to procure a license for Licensee to continue using the allegedly or potentially infringing design of nature and scope the same as or substantially similar to that originally delivered without loss, diminution or degradation of material functionality. If Fulcrum cannot obtain such license after good faith efforts undertaken for a reasonable period of time, then Fulcrum will, at its own counselcost and expense, use commercially reasonable efforts to modify the allegedly or potentially infringing design so as to make it non-infringing without loss, diminution or degradation in material functionality. If Fulcrum cannot make such modification after good faith efforts undertaken for a reasonable period of time, then Fulcrum will, at its own cost and expense, use commercially reasonable efforts to procure for Licensee a license to a third party design that will serve as a replacement for the allegedly or potentially infringing design without material loss, diminution or degradation in functionality. (c) Licensee will defend, or at its option settle, any claim, action or proceeding relating to brought against Fulcrum based on alleged infringement by any unauthorized use or suspected infringement to prove its own interests. 14.04 LICENSEE agrees that it shall, at all times, reasonably cooperate with LICENSOR Licensee Improvement of the claimant’s IP Rights (a “Claim”) and will indemnify and hold Fulcrum and its counselAffiliates and their respective officers, directors, employees and agents harmless from and against all damages and costs awarded against Fulcrum in a final, non-appealable decision in any such action or proceeding which results from the Claim. Fulcrum will promptly notify Licensee in writing of the Claim, give it authority, information and assistance to defend the Claim and give it sole control of the defense of the Claim and all respects, negotiations for the compromise or settlement thereof. Licensee will have no liability hereunder for any costs incurred or settlement entered into without its prior written consent. Licensee will have no liability hereunder with respect to any unauthorized use Claim to the extent based upon (a) the combination of the Licensee Improvement with other products or suspected processes not furnished by Licensee, or alleged infringement at LICENSOR's expense, including, but not limited to, having LICENSEE's principals, directors, employees, officers and/or agents testify, and making available (b) any records, papers, information, specimens and other addition to or modification of the like when requested Licensee Improvement by LICENSORany person or entity other than Licensee. 14.05 Any damages and/or recovery received pursuant to such litigation or settlement or compromise shall be the sole and exclusive property of LICENSOR(d) THE PROVISIONS OF THIS SECTION STATE THE EXCLUSIVE LIABILITY OF THE INDEMNIFYING PARTY AND THE EXCLUSIVE REMEDY OF THE INDEMNIFIED PARTY WITH RESPECT TO ANY CLAIM OF INFRINGEMENT BY THE LICENSED TECHNOLOGY OR A LICENSEE IMPROVEMENT, AS APPLICABLE, OR CLAIM THAT FULCRUM LACKS THE RIGHT TO GRANT THE LICENSES GRANTED HEREIN, AND ARE IN LIEU OF ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, AND INDEMNITIES WITH RESPECT THERETO. 14.06 If LICENSOR decides, in its discretion, not to take any action with respect to an unauthorized use or suspected infringement, then LICENSEE may, at its own option and sole expense, take such action on its own behalf as it deems appropriate and any damages, recovery, settlement or compromise obtained thereby shall be for the account of LICENSEE.

Infringement. 14.01 LICENSEE shall immediately notify LICENSOR a. In the event of any unauthorized Infringement Claim, subject to the conditions and exceptions stated below, Lucent, at its expense, will defend Customer, will reimburse Customer for any cost, expense or attorneys' fees incurred at Lucent's written request or authorization; and will indemnify Customer against any liability assessed against Customer in a final judgment. b. If Customer's use and/or suspected infringement is enjoined or in Lucent's opinion is likely to be enjoined or subject to an Infringement Claim, Lucent, at its expense and at its option, will replace such Product or Licensed Materials furnished pursuant to this Agreement with a suitable substitute free of any infringement; will modify them so that they will be free of the INTELLECTUAL PROPERTYinfringement; or will procure for Customer a license or other right to use them. Such notification If none of the foregoing options are practical, Lucent will remove the enjoined Product or Licensed Materials and refund to Customer any amounts paid to Lucent for them less a reasonable charge for any actual period of use by Customer. In no event, however, shall includeLucent's liability hereunder exceed the amounts paid by Customer to Lucent to purchase the Product or the right to use the Licensed Materials which are the subject of the Infringement Claim. c. Customer shall give Lucent prompt written notice of all Infringement Claims, without limitationand Lucent shall have full and complete authority to assume the sole defense of them, immediately forwarding including appeals, and to LICENSOR settle same. Customer shall, upon Lucent's request and at Lucent's expense, furnish all information and assistance available to Customer and cooperate in every reasonable way to facilitate the defense and settlement of any Infringement Claim. d. Lucent shall not be responsible or liable for any Infringement Claim to the extent that it: (i) arises from adherence to design modifications, specifications, drawings, or written instructions which Lucent is directed by Customer to follow; or (ii) arises from adherence to instructions to apply Customer's trademark, trade name or other company identification; or (iii) resides in a product or licensed materials which are not of Lucent's origin and all documents relating which are furnished by Customer to Lucent for use under this Agreement; (iv) relates to a modification made by Customer of any such unauthorized use Product or suspected infringement and providing LICENSOR Licensed Materials; or (v) relates to uses of any Product or Licensed Materials provided by Lucent in combination with any other item not furnished directly by Lucent. In the foregoing cases numbered (i) through (v), Customer will defend and all facts save Lucent harmless, subject to the same terms and circumstances relating conditions and exceptions stated above with respect to such unauthorized use or suspected infringementthe Lucent's rights and obligations under this Section. 14.02 LICENSOR shall have the primary, e. The liability of Lucent and in the first instance sole, right to institute a suit for infringement, unfair competition or other action Customer with respect to any unauthorized use and all claims, actions, proceedings or suspected infringement. LICENSOR shall have the sole discretion to determine how to handle suits by third parties alleging infringement of patents, trademarks or otherwise deal with any infringement copyrights or unauthorized use violation of the INTELLECTUAL PROPERTYtrade secrets or proprietary rights because of, including the right to settle or otherwise compromise any dispute or suit, and shall promptly notify LICENSEE of its decision. LICENSOR shall have no duty to initiate such litigation if, in its sole judgment, such litigation is not warranted or is not in its best interests. 14.03 LICENSEE may join and be represented in, at its own expense by its own counselconnection with, any proceeding relating to any unauthorized use Products or suspected infringement to prove its own interests. 14.04 LICENSEE agrees that it shall, at all times, reasonably cooperate with LICENSOR and its counsel, in all respects, with respect to any unauthorized use or suspected or alleged infringement at LICENSOR's expense, including, but not limited to, having LICENSEE's principals, directors, employees, officers and/or agents testify, and making available any records, papers, information, specimens and the like when requested by LICENSOR. 14.05 Any damages and/or recovery received pursuant to such litigation or settlement or compromise Licensed Materials furnished under this Agreement shall be limited to the sole and exclusive property of LICENSORspecific undertakings in this Section. 14.06 If LICENSOR decides, in its discretion, not to take any action with respect to an unauthorized use or suspected infringement, then LICENSEE may, at its own option and sole expense, take such action on its own behalf as it deems appropriate and any damages, recovery, settlement or compromise obtained thereby shall be for the account of LICENSEE.

Infringement. 14.01 LICENSEE 14.1 Licensor warrants that it (or a member of the Licensor’s Group) is the proprietor of the registrations and applications for registration of the Product Trade Marks listed and corresponding to the Products in the corresponding Territories as set out in Schedule 1 and the Corporate Trade Marks. 14.2 If at any time during the duration of this Agreement JohnsonDiversey or any JD Affiliate is aware that any passing-off, infringement or act of unfair competition in relation to, or challenge to the validity of or proceedings for rectification in respect of, any of the Trade Marks or Formulation Rights is occurring, threatened or likely, then JohnsonDiversey shall immediately notify LICENSOR promptly Notify Licensor, providing to Licensor such information as it has concerning: (A) the identity of the passer-off, infringer, unfair competitor or challenger (as appropriate) and any other person responsible for or involved in the matter; and (B) the infringement, acts of passing-off or acts of unfair competition complained of or the challenge or proceedings at issue (as appropriate), and also providing the information that alerted JohnsonDiversey or any JD Affiliate to such matter. 14.3 Licensor shall, at its cost, have sole control of any unauthorized use and/or suspected infringement proceedings arising out of any infringement, acts of passing-off or unfair competition, challenge or revocation proceedings in relation to any of the INTELLECTUAL PROPERTYTrade Marks or Formulation Rights. Such notification Licensor shall includehave no obligation to bring or defend such proceedings. Neither JohnsonDiversey nor any JD Affiliate shall make any admission as to liability nor agree to any settlement or compromise of any action without Licensor’s prior written consent. Subject to Clause 13.2, JohnsonDiversey and each JD Affiliate shall give Licensor all reasonable assistance in respect of any such proceedings including, without limitation, immediately forwarding to LICENSOR any and all documents relating lending its name where necessary, to any proceedings brought or defended by Licensor. Any recovery obtained from such unauthorized use or suspected infringement proceedings shall accrue solely to the benefit of Licensor and providing LICENSOR Licensor shall indemnify JohnsonDiversey and each JD Affiliate in respect of all costs reasonably incurred by JohnsonDiversey and each JD Affiliate in assisting Licensor with any and all facts and circumstances relating to such unauthorized use or suspected infringementproceedings. 14.02 LICENSOR 14.4 Licensor shall have the primary, and in the first instance sole, right to institute a suit for infringement, unfair competition or other action with respect give all reasonable consideration to any unauthorized use or suspected infringement. LICENSOR shall have representations made by JohnsonDiversey concerning the sole discretion to determine how to handle or otherwise deal with any infringement or unauthorized use bringing of the INTELLECTUAL PROPERTY, including the right to settle or otherwise compromise any dispute or suit, (and shall promptly notify LICENSEE of its decision. LICENSOR shall have no duty to initiate such litigation ifstrategy in relation to) possible proceedings, in its sole judgment, such litigation is not warranted or is not a Territory in its best interests. 14.03 LICENSEE may join and be represented in, at its own expense by its own counsel, any proceeding relating respect of matters that JohnsonDiversey notifies to any unauthorized use or suspected infringement to prove its own interests. 14.04 LICENSEE agrees that it shall, at all times, reasonably cooperate with LICENSOR and its counsel, in all respects, with respect to any unauthorized use or suspected or alleged infringement at LICENSOR's expense, including, but not limited to, having LICENSEE's principals, directors, employees, officers and/or agents testify, and making available any records, papers, information, specimens and the like when requested by LICENSOR. 14.05 Any damages and/or recovery received pursuant to such litigation or settlement or compromise shall be the sole Clause 14.2 and exclusive property which JohnsonDiversey specifies have a material effect on sales of LICENSORProducts in that Territory. 14.06 If LICENSOR decides, in its discretion, not to take any action with respect to an unauthorized use or suspected infringement, then LICENSEE may, at its own option and sole expense, take such action on its own behalf as it deems appropriate and any damages, recovery, settlement or compromise obtained thereby shall be for the account of LICENSEE.

Infringement. 14.01 LICENSEE shall immediately notify LICENSOR promptly of any actual or threatened infringements, imitations, or unauthorized use and/or suspected infringement of the INTELLECTUAL PROPERTY. Such notification shall include, without limitation, immediately forwarding to LICENSOR any and all documents relating to any such unauthorized use or suspected infringement and providing LICENSOR with any and all facts and circumstances relating to such unauthorized use or suspected infringement. 14.02 LICENSOR shall have the primary, and in the first instance sole, right to institute a suit for infringement, unfair competition or other action with respect to any unauthorized use or suspected infringementMarks by third parties of which LICENSEE becomes aware. LICENSOR shall have the sole discretion right, at its expense, to determine how to handle bring any action on account of any such infringements, imitations or otherwise deal unauthorized use, and LICENSEE shall cooperate with LICENSOR, at LICENSOR’S expense, as LICENSOR may reasonably request, in connection with any infringement such action brought by LICENSOR. LICENSOR shall retain any and all damages, settlement and/or compensation paid in connection with any such action brought by LICENSOR. In no event shall LICENSOR be responsible to LICENSEE for any damages that may result from said infringement(s), subject to Section 10. 1 hereof (Indemnification). Notwithstanding anything to the contrary contained herein, in the event LICENSOR fails or refuses to commence an action on account of any infringements, imitations or unauthorized use of the INTELLECTUAL PROPERTYMarks, including LICENSEE shall have the right to settle or otherwise compromise any dispute or suitdo so after advance written notice of its intent to LICENSOR. In such event, LICENSEE shall pay all costs and expenses incurred by it in connection with such action, and shall promptly notify retain any and all damages, settlement and/or compensation paid in connection with any such action brought by LICENSEE. Notwithstanding the preceding, in no event will LICENSEE enter into any settlement without the express prior written approval of its decision. LICENSOR shall have no duty to initiate such litigation ifLICENSOR, which approval it may grant or withhold in its sole judgmentdiscretion. No costs or expenses incurred by LICENSEE in any such action shall be deducted from or offset against the Royalties otherwise do LICENSOR. In the event LICENSEE requests that LICENSOR cooperate in any such action, such litigation is not warranted or is not in its best interests. 14.03 LICENSEE may join LICENSOR will do so at the sole cost and be represented in, at its own expense by its own counsel, any proceeding relating to any unauthorized use or suspected infringement to prove its own interests. 14.04 LICENSEE agrees that it shall, at all times, reasonably cooperate with LICENSOR and its counsel, in all respects, with respect to any unauthorized use or suspected or alleged infringement at LICENSOR's expense, including, but not limited to, having LICENSEE's principals, directors, employees, officers and/or agents testify, and making available any records, papers, information, specimens and the like when requested by LICENSOR. 14.05 Any damages and/or recovery received pursuant to such litigation or settlement or compromise shall be the sole and exclusive property including counsel of LICENSOR. 14.06 If LICENSOR decides’S own choosing, in its discretion, not to take any action with respect to an unauthorized use or suspected infringement, then LICENSEE may, at its own option and sole expense, take such action on its own behalf as it deems appropriate and any damages, recovery, settlement or compromise obtained thereby shall be for the account of LICENSEE.. In no event shall LICENSOR be responsible to LICENSEE for any damages that may result from said infringement(s),

Infringement. 14.01 LICENSEE DIRECTV, at its expense and at its sole and absolute discretion, may commence or prosecute any claims or suits in its own name to protect any of its rights in and to any ▇▇▇▇ against infringement or appropriation by others not a party to this License. Licensee shall immediately promptly notify LICENSOR DIRECTV of any unauthorized use and/or known or suspected infringement infringements or imitations by other persons of any ▇▇▇▇ and shall provide, to the extent reasonably obtainable by Licensee, information regarding the identity of such persons and their activities and a sample or facsimile of the INTELLECTUAL PROPERTYproduct and/or any material which is suspected to infringe upon or imitate the ▇▇▇▇. Such notification shall include, without limitation, immediately forwarding Licensee agrees to LICENSOR any cooperate fully with and all documents relating to any such unauthorized use or suspected infringement and providing LICENSOR with any and all facts and circumstances relating to such unauthorized use or suspected infringement. 14.02 LICENSOR shall have the primary, and assist DIRECTV in the first instance sole, right to institute a suit for infringement, unfair competition commencement and prosecution of such claims or other action suits with respect to Licensee's use of the Marks, to the extent reasonably deemed necessary or desirable by DIRECTV, provided, however, that DIRECTV shall reimburse Licensee for all reasonable costs incurred in connection therewith. If such costs may include Licensee's costs for its employees or other agents, Licensee shall notify DIRECTV in advance and the parties shall negotiate in good faith a reasonable apportionment of the costs for Licensee's employees and other agents. With respect to all claims and suits initiated by DIRECTV to protect its proprietary rights in any unauthorized use or suspected infringement. LICENSOR ▇▇▇▇, including suits in which Licensee is joined as a party, DIRECTV shall have the sole discretion right to determine how employ counsel of its own choosing and to handle direct the conduct and any settlement of the litigation. DIRECTV shall be entitled to receive and retain all amounts awarded as damages, settlements, profits or otherwise deal in connection with such claims or suits. Licensee agrees not to contact any third party alleged infringer or imitator in order to make any demands or claims, institute any suit, or take any other action in response to such alleged infringement or unauthorized use imitation without first obtaining the prior written permission of the INTELLECTUAL PROPERTY, including the right to settle or otherwise compromise any dispute or suit, and shall promptly notify LICENSEE of its decision. LICENSOR shall have no duty to initiate such litigation if, in its sole judgment, such litigation is not warranted or is not in its best interestsDIRECTV. 14.03 LICENSEE may join and be represented in, at its own expense by its own counsel, any proceeding relating to any unauthorized use or suspected infringement to prove its own interests. 14.04 LICENSEE agrees that it shall, at all times, reasonably cooperate with LICENSOR and its counsel, in all respects, with respect to any unauthorized use or suspected or alleged infringement at LICENSOR's expense, including, but not limited to, having LICENSEE's principals, directors, employees, officers and/or agents testify, and making available any records, papers, information, specimens and the like when requested by LICENSOR. 14.05 Any damages and/or recovery received pursuant to such litigation or settlement or compromise shall be the sole and exclusive property of LICENSOR. 14.06 If LICENSOR decides, in its discretion, not to take any action with respect to an unauthorized use or suspected infringement, then LICENSEE may, at its own option and sole expense, take such action on its own behalf as it deems appropriate and any damages, recovery, settlement or compromise obtained thereby shall be for the account of LICENSEE.

Infringement. 14.01 LICENSEE (a) Each Party shall immediately notify LICENSOR promptly report in writing to the other Party during the term of this Agreement any unauthorized use and/or known infringement or suspected infringement of any Patent Rights covering Licensed Compounds or Licensed Products by a third party of which it becomes aware, and shall provide the INTELLECTUAL PROPERTY. Such notification shall include, without limitation, immediately forwarding to LICENSOR any and other Party with all documents relating to any such unauthorized use or suspected available evidence supporting said infringement and providing LICENSOR with any and all facts and circumstances relating to such unauthorized use or suspected infringement. 14.02 LICENSOR (b) Except as provided in paragraph (d) below, HMR shall have the primaryright to initiate an infringement or other appropriate suit against any third party who at any time has infringed, or is suspected of infringing, any Patent Rights covering Licensed Compounds or Licensed Products. HMR shall give SCRIPTGEN sufficient advance notice of its intent to file said suit and the reasons therefor, and in shall provide SCRIPTGEN with an opportunity to make suggestions and comments regarding such suit. HMR shall keep SCRIPTGEN properly informed, and shall from time to time consult with SCRIPTGEN, regarding the first instance sole, right to institute a suit for infringement, unfair competition or other action with respect to status of any unauthorized use or suspected infringement. LICENSOR such suit. (c) HMR shall have the sole discretion and exclusive right to determine how select counsel for any suit referred to handle or otherwise deal with any infringement or unauthorized use in paragraph (b) above and shall pay all expenses of the INTELLECTUAL PROPERTYsuit, including without limitation attorneys' fees and court costs. Any damages, royalties, settlement fees or other consideration received by HMR or any of its Affiliates shall be divided [***] to HMR [***] to SCRIPTGEN [***]. If necessary, SCRIPTGEN shall join as a party to the suit but shall be under no obligation to participate except to the extent that such participation is required as the result of being a named party to the suit. SCRIPTGEN shall offer reasonable assistance to HMR in connection therewith at no charge to HMR except for reimbursement of reasonable out-of-pocket expenses (not including salaries of SCRIPTGEN personnel) incurred in rendering such assistance. SCRIPTGEN shall have the right to participate and be represented in any such suit by its own counsel at its own expense. HMR shall not settle any such suit involving rights of SCRIPTGEN without obtaining the prior written consent of SCRIPTGEN, which consent shall not be unreasonably withheld. (d) In the event that HMR elects not to initiate an infringement or otherwise compromise any dispute or other appropriate suit pursuant to paragraph (b) above, HMR shall promptly advise SCRIPTGEN of its intent not to initiate such suit, and shall promptly notify LICENSEE of its decision. LICENSOR SCRIPTGEN shall have no duty to initiate such litigation ifthe right, in its sole judgmentat the expense of SCRIPTGEN, such litigation is not warranted of initiating an infringement or other appropriate suit against any third party who at any time has infringed, or is not in its best interests. 14.03 LICENSEE may join and be represented in, at its own expense by its own counselsuspected of infringing, any proceeding relating to any unauthorized use Patent Rights covering Licensed Compounds or suspected infringement to prove Licensed Products. In exercising its own interests. 14.04 LICENSEE agrees that it shall, at all times, reasonably cooperate with LICENSOR and its counsel, in all respects, with respect to any unauthorized use or suspected or alleged infringement at LICENSOR's expense, including, but not limited to, having LICENSEE's principals, directors, employees, officers and/or agents testify, and making available any records, papers, information, specimens and the like when requested by LICENSOR. 14.05 Any damages and/or recovery received rights pursuant to such litigation or settlement or compromise this paragraph (d), SCRIPTGEN shall be have the sole and exclusive property right to select counsel and shall pay all expenses of LICENSOR. 14.06 the suit, including without limitation, attorneys' fees and court costs, and shall be entitled to receive and retain any damages, royalties, settlement fees or other consideration. If LICENSOR decidesnecessary, HMR shall join as a party to the suit but shall be under no obligation to participate except to the extent that such participation is required as a result of being a named party of the suit. At SCRIPTGEN's request, HMR shall offer reasonable assistance to SCRIPTGEN at no charge to SCRIPTGEN except for reimbursement of reasonable out-of-pocket expenses (not including salaries of HMR personnel) incurred in rendering such assistance. HMR shall have the right to participate and be represented in any such suit by its discretion, not to take any action with respect to an unauthorized use or suspected infringement, then LICENSEE may, own counsel at its own option and sole expense, take such action on its own behalf as it deems appropriate and any damages, recovery, settlement or compromise obtained thereby shall be for the account of LICENSEE.

Infringement. 14.01 LICENSEE (a) Licensee shall immediately promptly notify LICENSOR Licensor of any unauthorized use and/or suspected infringement infringement(s) of the INTELLECTUAL PROPERTY. Such notification Licensed Property and shall include, without limitation, immediately forwarding to LICENSOR inform Licensor of any and all documents relating to any evidence of such unauthorized use or suspected infringement and providing LICENSOR with any and all facts and circumstances relating to such unauthorized use or suspected infringementinfringement(s). 14.02 LICENSOR shall have the primary, and in the first instance sole, right to institute a suit for infringement, unfair competition or other action with respect to any unauthorized use or suspected infringement. LICENSOR (b) Licensor shall have the sole discretion first right but not the obligation, under its own control and at its own expense, to determine how undertake Enforcement Efforts. Any and all damages, profits, and other monetary awards resulting from such Enforcement Efforts shall be the sole property of Licensor. If required by law, Licensee shall permit any Enforcement Efforts under this Section to handle or otherwise deal with any infringement or unauthorized use of the INTELLECTUAL PROPERTYbe brought in its name, including the right to settle or otherwise compromise any dispute or suitbeing joined as a party-plaintiff, provided that Licensor shall both hold harmless Licensee from and indemnify Licensee against, and shall promptly notify LICENSEE of pay any and all costs, expenses, and liabilities that Licensee incurs in connection with such Enforcement Efforts. In the event that Licensor elects not to pursue an Enforcement Effort and Licensee desires to undertake such Enforcement Efforts itself, the Parties will discuss options in good faith and determine whether Licensee will take such Enforcement Effort on its decision. LICENSOR shall have no duty to initiate such litigation if, in its sole judgment, such litigation is not warranted or is not in its best interests. 14.03 LICENSEE may join and be represented inown, at its own expense expense. In any Enforcement Efforts undertaken by its own Licensee, Licensee shall obtain prior written approval from Licensor as to counsel, any proceeding relating to any unauthorized use or suspected infringement to prove its own interests. 14.04 LICENSEE agrees that it shall, at all times, reasonably cooperate with LICENSOR and its counsel, in all respects, with respect to any unauthorized use or suspected or alleged infringement at LICENSOR's expense, including, but not limited to, having LICENSEE's principals, directors, employees, officers and/or agents testifygeneral litigation strategy, and making available any records, papers, information, specimens and the like when requested by LICENSOR. 14.05 Any damages and/or recovery received pursuant to such litigation or settlement or compromise other voluntary disposition of the Enforcement Efforts and provided further that Licensee shall both hold harmless Licensor from and indemnify Licensor against, and shall pay any and all costs, expenses, and liabilities that Licensor incurs in connection with such Enforcement Efforts. In the event that Licensee does undertake Enforcement Efforts on its own, any and all damages, profits, and other monetary awards resulting from such Enforcement Efforts shall be the sole and exclusive property of LICENSORLicensee. 14.06 If LICENSOR decides, in its discretion, not to take any action with respect to an unauthorized use or suspected infringement, then LICENSEE may, at its own option and sole expense, take such action on its own behalf as it deems appropriate and any damages, recovery, settlement or compromise obtained thereby shall be for the account of LICENSEE.

Infringement. 14.01 8.1 LICENSOR and LICENSEE shall immediately notify LICENSOR promptly give notice to the other in writing of any unauthorized use and/or suspected alleged infringement of Licensed Patents and of any other legal action undertaken by either party with respect to the INTELLECTUAL PROPERTYdefense or enforcement of Licensed Patents. Such notification The parties shall include, without limitation, immediately forwarding thereupon confer as to LICENSOR any and all documents relating what steps are to any be taken to stop or prevent such unauthorized use or suspected infringement and providing LICENSOR with any and all facts and circumstances relating to such unauthorized use or suspected infringement. 14.02 LICENSOR 8.2 LICENSEE shall have the primary, and in the first instance sole, right to institute defend or enforce Licensed Patents against any infringer at LICENSEE's cost and expense including by bringing any legal action for infringement or defending any counterclaim of invalidity or action of a suit third party for declaratory judgment of non-infringement, unfair competition or other action with respect to any unauthorized use or suspected infringement. LICENSOR shall have the sole discretion to determine how to handle or otherwise deal with any infringement or unauthorized use of the INTELLECTUAL PROPERTY, including the right to settle or otherwise compromise any dispute or suit, and shall promptly notify LICENSEE of its decision. LICENSOR shall have no duty to initiate such litigation ifwhich LICENSEE, in its sole judgmentdiscretion, decides is reasonable and necessary for it to undertake. LICENSEE shall bring or defend or may settle any such litigation is not warranted or is not in its best interests. 14.03 LICENSEE may join and be represented in, actions solely at its own discretion and expense by and through counsel of its selection. LICENSEE will be entitled to retain any settlement or damage award received except as provided for in Article 8.4; provided, however, that each LICENSOR shall be entitled in each instance to participate through counsel of its own counsel, any proceeding relating to any unauthorized use or suspected infringement to prove selection and its own interests. 14.04 expense and share in any damage award or settlement as mutually agreed upon in writing by the parties prior to such participation. LICENSEE agrees that it shall, at all times, reasonably cooperate with shall not join LICENSOR and its counsel, as a party-plaintiff in all respects, with respect to any unauthorized use or suspected or alleged infringement at LICENSOR's expense, including, but not limited to, having LICENSEE's principals, directors, employees, officers and/or agents testifysuit which LICENSEE may institute unless necessary for the maintenance of said suit, and making then only with the prior knowledge and written consent of LICENSOR, which consent shall not be unreasonably withheld. In such event that LICENSOR is an unwilling participant in any suit which LICENSEE may institute, LICENSOR shall not be chargeable for any costs or expenses and those costs and expenses shall be borne by LICENSEE. LICENSOR shall execute all documents necessary for the prosecution of any infringement suit brought by LICENSEE and provide other such support as LICENSEE may require including having its employees testify when requested and make available any relevant records, papers, information, samples, specimens and the like like, all however at the expense, with respect to travel and the like, of LICENSEE. 8.3 LICENSOR shall have the right to defend or enforce the Licensed Patents against infringement in the event that LICENSEE declines to exercise its rights to defend or enforce Licensed Patents under Article 8.2 and shall have sole discretion to file and prosecute, defend or [+] DESIGNATES PORTIONS OF THIS DOCUMENT THAT HAVE BEEN OMITTED FOR CONFIDENTIALITY PURPOSES. settle such infringement and declaratory judgment action at its own expense through counsel of its own selection and will be entitled to retain any settlement or damage award received; provided, however, that LICENSEE shall be entitled in each instance to participate through counsel of its own selection and at its own expense. LICENSEE shall have no responsibility or financial obligation with respect to any such infringement action except to provide reasonable assistance to LICENSOR as requested and LICENSOR shall reimburse LICENSEE for LICENSEE's out-of-pocket expenses in connection with any such assistance. LICENSEE shall execute all documents necessary for the prosecution of any infringement suit brought by LICENSOR and provide other such support as LICENSOR may require, including having its employees testify when requested by LICENSOR. 14.05 Any damages and/or recovery received pursuant and make available relevant records, papers, information, samples, specimens and the like, all however at the expense, with respect to such litigation or settlement or compromise shall be travel and the sole and exclusive property like, of LICENSOR. 14.06 If 8.4 LICENSOR decidesshall be entitled to the percentage of any recovery obtained in any infringement suit brought by LICENSEE equal to the amount to which LICENSOR would be entitled under the sublicensee royalty provision of this Agreement had said recovery been paid to LICENSEE as sublicense royalties by the defendant in said infringement suit. LICENSEE may deduct its reasonable direct costs and attorneys' fees paid to third parties incurred in prosecuting such suit; to the extent such costs and fees are not otherwise recovered, in its discretionprior to calculating the share owing to LICENSOR pursuant to this provision. 8.5 Should LICENSEE commence a suit under the provisions of Paragraphs 8.2 and thereafter elect to abandon the same, not it shall give timely notice to take any action with respect LICENSOR, which may, if it so desires, continue prosecution of such suit under Article 8.3. 8.6 During the period of this Agreement, if LICENSOR's actions under Article 8.3 require a sublicense to an unauthorized use or suspected infringementinfringer, then LICENSEE may, at its own option shall grant such a sublicense to said infringer in accordance with the terms and sole expense, take such action on its own behalf as it deems appropriate conditions herein and the terms and conditions of any damages, recovery, settlement or compromise obtained thereby other judgment effected by LICENSOR. LICENSEE shall receive such royalties under any such sublicense and LICENSOR shall be for the account of LICENSEEentitled to royalties therefrom as specified in Paragraph 4.

Infringement. 14.01 7.1. LICENSEE shall immediately notify LICENSOR inform UFRFI promptly in writing of any unauthorized use and/or suspected alleged infringement of the INTELLECTUAL PROPERTY. Such notification shall include, without limitation, immediately forwarding to LICENSOR Patent Rights by a third party and of any and all documents relating to any such unauthorized use or suspected infringement and providing LICENSOR with any and all facts and circumstances relating to such unauthorized use or suspected infringementavailable evidence thereof. 14.02 LICENSOR 7.2. During the term of this Agreement, LICENSEE and/or sublicensees shall have the primaryprimary responsibility to prosecute any alleged infringement of Patent Rights. UFRFI shall have the right, and in but not the first instance soleobligation, right to institute a suit for infringementshare up to [ * ]% of the costs, unfair competition or [ * ]% if LICENSEE and/or sublicensees choose not to prosecute. Either party may claim the other as co-plaintiff. The total cost of any such infringement action shall be shared appropriately with respect to any unauthorized use expenses incurred. No settlement, consent judgment or suspected infringement. LICENSOR shall have the sole discretion to determine how to handle or otherwise deal with any infringement or unauthorized use other voluntary final disposition of the INTELLECTUAL PROPERTYsuit may be entered into without the consent of UFRFI, which consent shall not unreasonably be withheld; provided, however, that LICENSEE shall indemnify UFRFI against any order for costs that may be made against UFRFI in such proceedings, in accordance with this Paragraph. 7.3. In the event that LICENSEE shall undertake the enforcement and/or defense of the Patent Rights by litigation, LICENSEE may withhold up to [ * ] percent ([ * ]%) of the royalties otherwise thereafter due UFRFI hereunder and apply the same toward reimbursement of its expenses, including reasonable attorneys' fees, in connection therewith. Said withholding of royalties shall begin no earlier than the right date LICENSEE first receives a ▇▇▇▇ for professional services or expenses associated with the enforcement and/or defense of the Patent Rights. Any recovery of damages by LICENSEE for any such suit shall be applied first in satisfaction of any unreimbursed expenses and legal fees of LICENSEE relating to settle or otherwise compromise any dispute or the suit, and next toward reimbursement of UFRFI for any royalties past due or withheld with interest and applied pursuant to this Article VII. Any additional monies recovered from the settlement of any such suit shall promptly notify be shared on a pro rata basis between LICENSEE and/or sublicensees and UFRFI according to the respective percentages of its decision. LICENSOR shall have no duty to initiate costs borne by each in such litigation if, in its sole judgment, such litigation is not warranted or is not in its best interestssuit. 14.03 LICENSEE 7.4. In any infringement suit as either party may join and be represented ininstitute to * Confidential treatment has been requested for marked portion enforce the Patent Rights pursuant to this Agreement, at its own expense by its own counsel, any proceeding relating to any unauthorized use or suspected infringement to prove its own interests. 14.04 LICENSEE agrees that it the other party hereto shall, at all timesthe request and expense of the party initiating such suit, reasonably cooperate with LICENSOR and its counsel, in all respectsrespects and, with respect to any unauthorized use or suspected or alleged infringement at LICENSOR's expensethe extent possible, including, but not limited to, having LICENSEE's principals, directors, employees, officers and/or agents testify, have its employees testify when requested and making make available any relevant records, papers, information, specimens samples, specimens, and the like when requested by LICENSORlike. 14.05 Any damages 7.5. In the event that LICENSEE or any of its sublicensees are sued (or such suit is threatened in writing) for infringement of a third party's patent because of the use of a Licensed Product or Licensed Process, LICENSEE shall promptly notify UFRFI and LICENSEE and/or recovery received pursuant to such litigation or settlement or compromise its sublicensees shall be have the sole and exclusive property of LICENSOR. 14.06 If LICENSOR decidesright, in its discretion, not to take any action with respect to an unauthorized use or suspected infringement, then LICENSEE may, control the defense of such suit at its own option and sole expense, take such action on . UFRFI shall have the right to be represented by its own behalf as it deems appropriate counsel at its own expense. If LICENSEE and/or its sublicensees do not elect within sixty (60) days of receiving notice to control the defense of such suit, UFRFI may undertake such control at its own expense and LICENSEE and/or its sublicensees shall have the right to be represented by its own counsel at its own expense. The parties shall cooperate fully in the defense of such suit. The party financing the suit shall consult with and consider the interests of the other, and may not settle any damagespart of the suit or otherwise consent to an adverse judgment in such suit that diminishes the rights or interests of the non-financing party, recoveryincluding any interpretation of Patent Rights, settlement or compromise obtained thereby shall be for without the account express written consent of LICENSEEthe non-financing party.

Infringement. 14.01 7.1 LICENSEE shall immediately notify inform LICENSOR promptly in writing of any unauthorized use and/or suspected alleged infringement of the INTELLECTUAL PROPERTY. Such notification shall include, without limitation, immediately forwarding to LICENSOR PATENT RIGHTS by a third party and of any and all documents relating to any such unauthorized use or suspected infringement and providing LICENSOR with any and all facts and circumstances relating to such unauthorized use or suspected infringementavailable evidence thereof. 14.02 7.2 During the term of this Agreement, LICENSOR shall have the primaryright, and in the first instance solebut shall not be obligated, right to institute a suit for infringement, unfair competition or other action with respect to any unauthorized use or suspected infringement. LICENSOR shall have the sole discretion to determine how to handle or otherwise deal with any infringement or unauthorized use of the INTELLECTUAL PROPERTY, including the right to settle or otherwise compromise any dispute or suit, and shall promptly notify LICENSEE of its decision. LICENSOR shall have no duty to initiate such litigation if, in its sole judgment, such litigation is not warranted or is not in its best interests. 14.03 LICENSEE may join and be represented in, prosecute at its own expense all infringements of the PATENT RIGHTS and, in furtherance of such right, LICENSEE hereby agrees that LICENSOR may include LICENSEE as a party plaintiff in any such suit, without expense to LICENSEE. The total cost of any such infringement action commenced or defended solely by LICENSOR shall be borne by LICENSOR and LICENSOR shall keep any recovery or damages for past infringement derived therefrom. 7.3 If within six (6) months after having been notified of any alleged infringement, LICENSOR shall have been unsuccessful in persuading the alleged infringer to desist and shall not have brought and shall not be diligently prosecuting an infringement action, or if LICENSOR shall notify LICENSEE at any time prior thereto of its intention not to bring suit against any alleged infringer, then, and in those events only, LICENSEE shall have the right, but shall not be obligated, to prosecute at its own counselexpense any infringement of the PATENT RIGHTS, and LICENSEE may, for such purposes, use the name of LICENSOR as party plaintiff; provided, however, that such right to bring such an infringement action shall remain in effect only for so long as the license granted herein remains exclusive. No settlement, consent judgment or other voluntary final disposition of the suit may be entered into without the consent of LICENSOR, which consent shall not unreasonably be withheld. LICENSEE shall indemnify LICENSOR against any proceeding relating order for costs that may be made against LICENSOR in such proceedings. 7.4 In the event that a declaratory judgment action alleging invalidity or noninfringement of any of the PATENT RIGHTS shall be brought against LICENSEE, LICENSOR, at its option, shall have the right, within thirty (30) days after commencement of such action, to any unauthorized use or suspected infringement to prove intervene and take over the sole defense of the action at its own interestsexpense. 14.04 LICENSEE agrees that it 7.5 In any infringement suit as either party may institute to enforce the PATENT RIGHTS pursuant to this Agreement, the other party hereto shall, at all timesthe request and expense of the party initiating such suit, reasonably cooperate with LICENSOR and its counsel, in all respectsrespects and, with respect to any unauthorized use or suspected or alleged infringement at LICENSOR's expensethe extent possible, including, but not limited to, having LICENSEE's principals, directors, employees, officers and/or agents testify, have its employees testify when requested and making make available any relevant records, papers, information, specimens samples, specimens, and the like when requested by LICENSORlike. 14.05 7.6 LICENSEE, during the exclusive period of this Agreement, shall have the sole right in accordance with the terms and conditions herein to sublicense any alleged infringer for future use of the PATENT RIGHTS. Any damages and/or recovery received pursuant to upfront fees as part of such litigation or settlement or compromise a sublicense shall be the sole shared equally between LICENSEE and exclusive property of LICENSOR. 14.06 If LICENSOR decides, in its discretion, not to take any action with respect to an unauthorized use or suspected infringement, then LICENSEE may, at its own option and sole expense, take such action on its own behalf as it deems appropriate and any damages, recovery, settlement or compromise obtained thereby ; other royalties shall be for the account of LICENSEEtreated per Article 4.

Infringement. 14.01 LICENSEE shall immediately notify LICENSOR of any unauthorized use and/or suspected infringement of the INTELLECTUAL PROPERTY. Such notification shall include, without limitation, immediately forwarding to LICENSOR any and all documents relating to any such unauthorized use or suspected infringement and providing LICENSOR with any and all facts and circumstances relating to such unauthorized use or suspected infringement. 14.02 LICENSOR AMICUS shall have the primary, and first right to enforce any patent within PATENT RIGHTS in the first instance sole, right to institute a suit for infringement, unfair competition or other action with respect to any unauthorized use or suspected infringement. LICENSOR shall have the sole discretion to determine how to handle or otherwise deal with FIELD against any infringement or unauthorized use of the INTELLECTUAL PROPERTY, including the right to settle or otherwise compromise any dispute or suitalleged infringement thereof, and shall promptly notify LICENSEE of its decisionat all times keep UMBC informed as to the status thereof. LICENSOR shall have no duty to initiate such litigation ifAMICUS may, in its sole judgment, such litigation is not warranted or is not in its best interests. 14.03 LICENSEE may join judgment and be represented in, at its own expense, institute suit against any such infringer or alleged infringer and control, settle, and defend such suit in a manner consistent with the terms and provisions hereof and recover, for its account subject to Paragraph 4.4, any damages, awards or settlements resulting therefrom. This right to ▇▇▇ for infringement shall not be used in an arbitrary or capricious manner. UMBC shall reasonably cooperate in any such litigation, including being joined as a party plaintiff if AMICUS' attorneys, in their sole discretion, determine that UMBC is necessary to any [***] INDICATES MATERIAL THAT HAS BEEN OMITTED AND FOR WHICH CONFIDENTIAL TREATMENT HAS BEEN REQUESTED. ALL SUCH OMITTED MATERIAL HAS BEEN FILED WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 24b-2 PROMULGATED UNDER THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED. AMICUS THERAPEUTICS, INC. Exclusive License Agreement such litigation, at AMICUS' expense by using AMICUS' counsel of choice. UMBC shall have the right to retain counsel of its own counsel, any proceeding relating to any unauthorized use or suspected infringement to prove its own interests. 14.04 LICENSEE agrees that it shallselection, at all times, reasonably cooperate with LICENSOR and its counsel, in all respects, with respect to any unauthorized use or suspected or alleged infringement at LICENSORUMBC's expense, includingin any litigation instituted by AMICUS pursuant to this Paragraph 4.3, but provided that AMICUS' counsel shall be lead counsel. If AMICUS elects not limited toto enforce any patent within the PATENT RIGHTS, having LICENSEE's principals, directors, employees, officers and/or agents testifythen it shall so notify UMBC in writing within ninety (90) days of receiving notice that an infringement exists, and making available any records, papers, information, specimens and the like when requested by LICENSOR. 14.05 Any damages and/or recovery received pursuant to such litigation or settlement or compromise shall be the sole and exclusive property of LICENSOR. 14.06 If LICENSOR decidesUMBC may, in its discretion, not to take any action with respect to an unauthorized use or suspected infringement, then LICENSEE may, sole judgment and at its own option and sole expense, take steps to enforce any patent and control, settle, and defend such action on suit in a manner consistent with the terms and provisions hereof, and recover, for its own behalf as it deems appropriate and account, any damages, recoveryawards or settlements resulting therefrom. UMBC shall reasonably consider any comments from AMICUS regarding any settlement that may impair AMICUS' rights under this Agreement in any way prior to UMBC entering into such settlement. AMICUS shall have the right to participate in such litigation and, settlement or compromise obtained thereby if it elects to do so, will retain counsel of its own selection and at its expense, provided that UMBC's counsel shall be for the account of LICENSEElead counsel.

Infringement. 14.01 LICENSEE Licensee shall immediately notify LICENSOR Licensor in writing promptly upon learning of any unauthorized use and/or suspected infringement of the INTELLECTUAL PROPERTYTrademarks or IP Rights, or imitation or counterfeiting of MOXG Products and Services in the Licensed Territory. Such notification Licensor thereupon shall includeat its sole discretion take such action as it deems advisable for the protection of its rights in and to the Trademarks, IP Rights and MOXG Products and Services and, if requested to do so by Licensor, Licensee shall provide reasonable assistance to Licensor in all respects, including, without limitation, immediately forwarding by being plaintiffs or co-plaintiffs in any one or more lawsuits in connection therewith and by causing their officers to LICENSOR any execute pleadings and other related documents. The institution and conduct of litigation, the selection of attorneys and the settlement of litigation and claims affecting the Trademarks and IP Rights in the Licensed Territory shall be entirely within the discretion of Licensor and under Licensor's control and all documents relating to costs and expenses, including reasonable legal and investigative fees incurred in connection with any such unauthorized use or suspected infringement and providing LICENSOR with any and all facts and circumstances relating to such unauthorized use or suspected infringement. 14.02 LICENSOR shall have the primaryactions which are so undertaken, and in the first instance sole, right to institute a suit for infringement, unfair competition or other action with respect to any unauthorized use or suspected infringement. LICENSOR shall have the sole discretion to determine how to handle or otherwise deal with any infringement or unauthorized use of the INTELLECTUAL PROPERTY, including the right to settle or otherwise compromise any dispute or suit, and shall promptly notify LICENSEE of its decision. LICENSOR shall have no duty to initiate such litigation if, in its sole judgment, such litigation is not warranted or is not in its best interests. 14.03 LICENSEE may join and be represented in, at its own expense by its own counsel, any proceeding relating to any unauthorized use or suspected infringement to prove its own interests. 14.04 LICENSEE agrees that it shall, at all times, reasonably cooperate with LICENSOR and its counsel, in all respects, with respect to any unauthorized use or suspected or alleged infringement at LICENSOR's expense, including, but not limited to, having LICENSEE's principals, directors, employees, officers and/or agents testify, and making available any records, papers, information, specimens and the like when requested by LICENSOR. 14.05 Any damages and/or recovery received pursuant to such litigation or settlement or compromise shall be the sole and exclusive property of LICENSOR. 14.06 If LICENSOR decidesborne by Licensor. Licensee may, in its discretion, not participate in such litigation relating to infringing products at its own expense with its own attorneys. In no event, however, will Licensor be required to take any action if it deems it inadvisable to do so and Licensee will have no right to take any action with respect to an unauthorized use the Trademarks or suspected infringementIP Rights without Licensor's prior written consent. If Licensee and Licensor participate in the litigations as co-plaintiffs, then LICENSEE mayall costs and expenses, at its own option including reasonable legal and sole expenseinvestigative fees incurred in connection with any such actions which are so undertaken, take such action on its own behalf as it deems appropriate and any damages, recovery, settlement or compromise obtained thereby shall be for borne equally Licensor and Licensee, and each party's expenses shall be reimbursed out of any monetary recovery obtained, and the account remainder, if any, shall be divided equally between the parties. If the monetary recovery obtained is not sufficient to fully reimburse both parties, the parties' expenses shall be reimbursed on a pro rata basis out of LICENSEEsuch monetary recovery.

Infringement. 14.01 LICENSEE shall 4.1 Licensee shall, insofar as possible, report immediately notify LICENSOR of any unauthorized use and/or suspected infringement of the INTELLECTUAL PROPERTY. Such notification shall include, without limitation, immediately forwarding in writing to LICENSOR Licensor any and all documents relating to infringements of any such unauthorized use of the Licensed Trademarks, or suspected infringement of Licensor’s trade names and/or trade dress, and providing LICENSOR with any and all facts and circumstances relating attempts by any third party to such unauthorized use use, copy, register, infringe upon or suspected infringementotherwise imitate any of the Licensed Trademarks or Licensor’s trade names or trade dress, or any design features of the Licensed Products. 14.02 LICENSOR 4.2 Except upon the written request and authorization of Licensor, Licensee shall not take any action to prevent infringements, imitation, or illegal use of the Licensed Trademarks, trade dress associated with the Licensed Products, or trade name of Licensor. However, Licensee shall render to Licensor all assistance reasonably requested, fully and without reservation, in connection with any matter pertaining to protection or enforcement of any of the Licensed Trademarks before administrative and quasi-judicial agencies and the courtstrrrwI3, and shall make available to Licensor, its representatives, agents and attorneys, all of Licensee’s records, files and other information pertaining to the Licensed Trademarks, including the purchase, manufacture, sale, distribution and advertising of the Licensed Products. 4.3 Licensor, at its cost, shall take such steps and institute such legal proceedings as shall be reasonably necessary to protect the Licensed Trademarks and Licensee’s license therein as set forth in this Agreement. 4.4 Licensor shall indemnify and defend Licensee and hold it harmless from and against any claims, suits and expenses (including reasonable attorney’s fees) arising solely from Licensee’s use of any of the Licensed Trademarks in accordance with the terms of this Agreement on or in connection with Licensed Products manufactured in the Manufacturing Licensed Territory and sold in the Distribution and Sales Licensed Territory. Licensor’s indemnification and defense obligations are expressly conditioned upon (a) Licensee’s giving Licensor prompt written notice of such claim or suit against Licensee after assertion thereof and (b) Licensee’s full and prompt cooperation and assistance, to the extent reasonably requested by Licensor, in connection with the defense of such claim or suit. Licensor shall have the primary, and in the first instance sole, right to institute a suit for infringement, unfair competition or other action with respect to any unauthorized use or suspected infringement. LICENSOR shall have the sole discretion to determine how to handle or otherwise deal with any infringement or unauthorized use of the INTELLECTUAL PROPERTY, including the right to settle or otherwise compromise any dispute or suit, and shall promptly notify LICENSEE of its decision. LICENSOR shall have no duty to initiate such litigation if, in its sole judgment, such litigation is not warranted or is not in its best interests. 14.03 LICENSEE may join and be represented inright, at its own expense by its own counsel, any proceeding relating to any unauthorized use or suspected infringement to prove its own interests. 14.04 LICENSEE agrees that it shall, at all times, reasonably cooperate with LICENSOR and its counsel, in all respects, with respect to any unauthorized use or suspected or alleged infringement at LICENSOR's expense, including, but not limited to, having LICENSEE's principals, directors, employees, officers to undertake and conduct the defense and/or agents testify, and making available negotiation of any records, papers, information, specimens and the like when requested by LICENSORsettlement of any such suit or claim. 14.05 Any damages and/or recovery received pursuant to such litigation or settlement or compromise shall be the sole and exclusive property of LICENSOR. 14.06 If LICENSOR decides, in its discretion, not to take any action with respect to an unauthorized use or suspected infringement, then LICENSEE may, at its own option and sole expense, take such action on its own behalf as it deems appropriate and any damages, recovery, settlement or compromise obtained thereby shall be for the account of LICENSEE.

Infringement. 14.01 LICENSEE 9.1 Licensee and Licensor shall immediately notify LICENSOR promptly inform each other in writing of any unauthorized use and/or suspected alleged infringement of which it shall have notice committed by a third party regarding any patents within the INTELLECTUAL PROPERTY. Such notification Patent Rights and shall include, without limitation, immediately forwarding to LICENSOR any and all documents relating to any such unauthorized use or suspected infringement and providing LICENSOR provide each other with any and all facts and circumstances relating to available evidence of such unauthorized use or suspected infringement. 14.02 LICENSOR 9.2 During the term of this Agreement, Licensee shall have the primaryright, and in the first instance solebut shall not be obligated, right to institute a suit for infringement, unfair competition or other action with respect to any unauthorized use or suspected infringement. LICENSOR shall have the sole discretion to determine how to handle or otherwise deal with any infringement or unauthorized use of the INTELLECTUAL PROPERTY, including the right to settle or otherwise compromise any dispute or suit, and shall promptly notify LICENSEE of its decision. LICENSOR shall have no duty to initiate such litigation if, in its sole judgment, such litigation is not warranted or is not in its best interests. 14.03 LICENSEE may join and be represented in, prosecute at its own expense any infringements of the Patent Rights and, in furtherance of such right, Licensor hereby agrees that Licensee may join Licensor as a party plaintiff in any infringement suit, without expense to Licensor. The total cost of any infringement action commenced or defended solely by Licensee shall be borne by Licensee, and Licensee shall keep any recovery or damages for past infringement derived therefrom. 9.3 If within * * * after having been notified of any alleged infringement, Licensee shall not have obtained from the alleged infringer an agreement to desist and shall not have brought and shall not be prosecuting any infringement actions, or if Licensee shall notify Licensor at any time prior thereto of its intention not to bring suit against any alleged infringer, then, and in those events only, Licensor shall have the right, but shall not be obligated, to prosecute at its own counselexpense any infringement of the Patent Rights, and Licensor may, for such purposes, use the name of Licensee as party plaintiff, and shall pay Licensee's legal fees and expenses related thereto. No settlement, consent judgment or other voluntary final disposition of the suit may be entered into without the consent of Licensee, which consent shall not unreasonably be withheld. Licensor shall indemnify Licensee against any proceeding relating order for costs that may be made against Licensee in such proceedings. 9.4 If Licensee and Licensor agree to any unauthorized use institute suit jointly, the suit shall be brought in both of their names, and all expenses and recoveries (whether by judgment, accord, decree or suspected infringement to prove settlement) shall be borne equally. Licensee shall exercise control over such suit, including employment of counsel of its own interestsselection at its own expense. 14.04 LICENSEE agrees that it 9.5 In any infringement suit as either party may institute to enforce the Patent Rights pursuant to this Agreement, the other party hereto shall, at all timesthe request and expense of the party initiating such suit, reasonably cooperate with LICENSOR and its counsel, in all respectsrespects and, with respect to any unauthorized use or suspected or alleged infringement at LICENSOR's expensethe extent possible, including, but not limited to, having LICENSEE's principals, directors, employees, officers and/or agents testify, have * * * Confidential Treatment Requested its employees testify when requested and making make available any relevant records, papers, information, specimens samples, specimens, and the like when requested by LICENSORlike. 14.05 Any damages and/or recovery received pursuant to such litigation or settlement or compromise 9.6 Licensee, during the exclusive period of this Agreement, shall be have the sole right in accordance with the terms and exclusive property conditions of LICENSORthis Agreement to sublicense any alleged infringer under the Patent Rights. 14.06 If LICENSOR decides, in its discretion, not to take any action with respect to an unauthorized use or suspected infringement, then LICENSEE may, at its own option and sole expense, take such action on its own behalf as it deems appropriate and any damages, recovery, settlement or compromise obtained thereby shall be for the account of LICENSEE.

Infringement. 14.01 LICENSEE A. Licensee and CMCC shall immediately notify LICENSOR each inform the other promptly in writing and shall provide such other party with available evidence of any unauthorized use and/or suspected actual, alleged or threatened infringement by a third party of the Patent Rights in the Field of Use within the scope of this Agreement and of any available evidence thereof. B. During the Term of this Agreement, CMCC shall have the first right, but shall not be obligated, to prosecute at its own expense any infringement of the INTELLECTUAL PROPERTY. Such notification shall includePatent Rights and, in furtherance of such right, Licensee hereby agrees that CMCC may include Licensee as a party plaintiff in any such suit, without limitation, immediately forwarding expense to LICENSOR any and all documents relating to any such unauthorized use or suspected infringement and providing LICENSOR with any and all facts and circumstances relating to such unauthorized use or suspected infringement. 14.02 LICENSOR Licensee. Licensee shall have the primary, and in the first instance sole, right to institute a suit for infringement, unfair competition or other action with respect to any unauthorized use or suspected infringement. LICENSOR shall have the sole discretion to determine how to handle or otherwise deal with any infringement or unauthorized use of the INTELLECTUAL PROPERTY, including the right to settle or otherwise compromise any dispute or suit, and shall promptly notify LICENSEE of its decision. LICENSOR shall have no duty to initiate such litigation if, in its sole judgment, such litigation is not warranted or is not in its best interests. 14.03 LICENSEE may join and be represented inright, at its own expense expense, to be represented in any such action by its counsel of Licensee’s own counselchoice; provided, however, that under no circumstances shall the foregoing affect the right of CMCC to control the suit as described in the first sentence of this Section. The total cost of any such infringement action commenced or defended solely by CMCC shall be borne by CMCC. Any recovery of damages, monetary awards or other amounts recovered, whether by judgment or settlement (collectively the “Recovery Amounts”), by CMCC for each such suit, proceeding relating to any unauthorized use or suspected infringement to prove its own interestsother legal action taken under this paragraph shall be applied as specified in paragraph E of this Article VII. No settlement, consent judgment or other voluntary final disposition of the suit involving the Patent Rights may be entered into without the consent of Licensee, which consent shall not be unreasonably withheld, delayed or conditioned. 14.04 LICENSEE agrees that it shallC. If within three (3) months after having been notified of any alleged infringement, at all timesCMCC shall have been unsuccessful in persuading the alleged infringer to desist and shall not have brought and shall not be diligently prosecuting an infringement action, reasonably cooperate with LICENSOR and or if CMCC shall notify Licensee of its counselintention not to bring suit against any alleged infringer then, in all respects, with respect to any unauthorized use or suspected or alleged infringement at LICENSOR's expense, includingLicensee shall have the right, but shall not limited tobe obligated, having LICENSEE's principals, directors, employees, officers and/or agents testify, and making available any records, papers, information, specimens and the like when requested by LICENSOR. 14.05 Any damages and/or recovery received pursuant to such litigation or settlement or compromise shall be the sole and exclusive property of LICENSOR. 14.06 If LICENSOR decides, in its discretion, not to take any action with respect to an unauthorized use or suspected infringement, then LICENSEE may, prosecute at its own option expense any infringement of the Patent Rights, provided, however, that such right to bring such an infringement action shall remain in effect only for so long as the license granted hereunder remains exclusive. No settlement, consent judgment or other voluntary final disposition of the suit may be entered into without the consent of CMCC, which consent shall not be unreasonably withheld, delayed or conditioned. Licensee shall indemnify CMCC against any order for costs that may be made against CMCC in such proceedings. A. In the event Licensee shall undertake the enforcement and/or defense of the Patent Rights by litigation pursuant to paragraph C of this Article, Licensee may withhold up to fifty percent (50%) of the payments otherwise thereafter due to CMCC under Article IV above and sole expenseapply the same toward reimbursement of up to fifty percent (50%) of Licensee’s expenses, take including reasonable attorney’s fees, in connection therewith. B. Any recovery of Recovery Amounts under paragraphs B or C of this Article shall be applied first in satisfaction of any un-reimbursed expenses and legal fees of CMCC and Licensee incurred in prosecuting such enforcement action on its own behalf as it deems appropriate relating to such suit and next toward payment to CMCC for any damages, recovery, settlement or compromise obtained thereby payments under Article IV past due. The balance remaining from any such Recovery Amounts shall be for the account of LICENSEEdistribution purposes, treated as if it were sublicensing revenue and divided accordingly between Licensee and CMCC with 75% to Licensee and 25% to CMCC.

Infringement. 14.01 LICENSEE (a) Licensee shall immediately notify LICENSOR Licensor promptly after Licensee becomes aware of any unauthorized use and/or suspected infringement of the INTELLECTUAL PROPERTY. Such notification shall includeinfringements, without limitation, immediately forwarding to LICENSOR any and all documents relating to any such unauthorized use or suspected infringement and providing LICENSOR with any and all facts and circumstances relating to such unauthorized use or suspected infringement. 14.02 LICENSOR shall have the primary, and in the first instance sole, right to institute a suit for infringement, unfair competition or other action with respect to any unauthorized use or suspected infringement. LICENSOR shall have the sole discretion to determine how to handle or otherwise deal with any infringement imitations or unauthorized use of the INTELLECTUAL PROPERTY, including Trademarks by others. Licensor reserves the right but shall not have the obligation, to settle or otherwise compromise any dispute or suitprosecute, and conduct all legal proceedings and litigations involving the Trademarks and to take any action or institute any proceedings that it may deem proper or necessary for the protection of the Trademarks. If Licensor elects to do so, it shall promptly notify LICENSEE offer Licensee the opportunity to participate therein, and in the event of its decisionsuch participation, the parties shall share all costs and recoveries one-half for Licensor, one-half for Licensee or in such other proportion as may be agreed by the parties at the commencement of each action or proceeding. LICENSOR shall have no duty If Licensor elects not to initiate exercise such litigation ifright, Licensee may take any such action or conduct any such proceeding in its sole judgmentLicensor’s name, such litigation is not warranted or is not in its best interests. 14.03 LICENSEE may join and be represented inif necessary, at its own expense expense, and shall be entitled to all of the recovery, except that Licensor shall have the right to approve any non-monetary elements of any settlement that materially adversely affects the validity or use of the Trademarks, which approval shall not be unreasonably withheld. In either event, the parties will cooperate fully with each other. Licensee shall notify Licensor promptly of any adverse pending or threatened litigation with respect to the Trademarks, and of any use by its own counselthird parties, any proceeding relating of which it becomes aware which would or might be adverse to any unauthorized use the rights of Licensor or suspected infringement to prove its own interestsLicensee. 14.04 LICENSEE agrees that it (b) Licensee shall, at all timesthe direction of Licensor, reasonably promptly discontinue its use of any of the Trademarks alleged to infringe rights of others, provided that prior to requesting any such discontinuance of the Trademarks, Licensor will provide Licensee with written documentation containing details of any alleged infringement and cooperate with LICENSOR and its counsel, in all respects, with respect Licensee to any unauthorized use or suspected or alleged infringement at LICENSOR's expense, including, but not limited to, having LICENSEE's principals, directors, employees, officers and/or agents testify, and making available any records, papers, information, specimens and the like when requested by LICENSORdevelop non-infringing uses. 14.05 Any damages and/or recovery received pursuant to such litigation or settlement or compromise shall be the sole and exclusive property of LICENSOR. 14.06 If LICENSOR decides, in its discretion, not to take any action with respect to an unauthorized use or suspected infringement, then LICENSEE may, at its own option and sole expense, take such action on its own behalf as it deems appropriate and any damages, recovery, settlement or compromise obtained thereby shall be for the account of LICENSEE.

Infringement. 14.01 LICENSEE shall immediately notify LICENSOR In the event that either party learns of any unauthorized use and/or suspected infringement or threatened infringement of the INTELLECTUAL PROPERTY. Such notification shall includeLicensed Marks or the Licensed Copyright, without limitationor any unfair competition, immediately forwarding to LICENSOR any and all documents relating to any such unauthorized use passing-off or suspected infringement and providing LICENSOR with any and all facts and circumstances relating to such unauthorized use or suspected infringement. 14.02 LICENSOR shall have the primary, and in the first instance sole, right to institute a suit for infringement, unfair competition or other action dilution with respect to any unauthorized use the Licensed Marks or suspected infringement. LICENSOR shall have the sole discretion to determine how to handle or otherwise deal with any infringement or unauthorized use of the INTELLECTUAL PROPERTYLicensed Copyright (each such event, including the right to settle or otherwise compromise any dispute or suitan "Infringement"), and such party shall promptly notify LICENSEE of the other party or its decision. LICENSOR authorized representative giving particulars thereof, and Licensee shall have no duty to initiate such litigation if, in its sole judgment, such litigation is not warranted or is not in its best interests. 14.03 LICENSEE may join provide necessary information and be represented inreasonable assistance, at its own expense by its own counsel, any proceeding relating to any unauthorized use or suspected infringement to prove its own interests. 14.04 LICENSEE agrees that it shall, at all times, reasonably cooperate with LICENSOR and its counsel, in all respects, with respect to any unauthorized use or suspected or alleged infringement at LICENSORLicensor's expense, includingto Licensor or its authorized representatives in the event that Licensor decides that proceedings should be commenced. Licensor shall have exclusive control of any litigation, but not limited toopposition, having LICENSEE's principalscancellation or other legal proceedings relating to an alleged Infringement. The decision whether to bring, directors, employees, officers and/or agents testifymaintain or settle any such proceedings shall be at the exclusive option and expense of Licensor, and making available any records, papers, information, specimens and the like when requested by LICENSOR. 14.05 Any damages and/or recovery received pursuant all recoveries shall belong exclusively to such litigation or settlement or compromise Licensor. Licensee shall be the sole and exclusive property of LICENSOR. 14.06 If LICENSOR decides, in its discretion, not to take any action with respect to an unauthorized use enforce, protect or suspected infringementdefend the Licensed Marks or the Licensed Copyright without the prior written consent of Licensor's General Counsel. Licensee will not initiate any such litigation, then LICENSEE mayopposition, cancellation or related legal proceedings in its own name but, at Licensor's request, agrees to be joined as a party in any action taken by Licensor to enforce its own option rights in the Licensed Marks or the Licensed Copyright; provided that Licensor shall reimburse Licensee for all reasonable out-of-pocket costs and sole expenseexpenses incurred by Licensee, take its Affiliates and authorized representatives (and their respective directors, officers, stockholder, employees and agents) in connection with their participation in such action on its own behalf as it deems appropriate and any damagesaction. Nothing in this Agreement shall require, recovery, or be deemed to require Licensor to enforce the Licensed Marks or the Licensed Copyright against others. Licensor shall keep all monies derived from litigation or legal proceeding or from settlement or compromise obtained thereby shall be for the account of LICENSEEInfringement.

Infringement. 14.01 LICENSEE shall immediately 6.1 Each party will notify LICENSOR the other in writing of any unauthorized use and/or suspected misappropriation or infringement of any rights in the INTELLECTUAL PROPERTYLicensed Technology of which the party becomes aware. 6.2 The Licensee has the first right (but is not obliged) to take Legal Action at its own cost in relation to any misappropriation or infringement of any rights included in the Licensed Intellectual Property in the Field. Such notification shall includeThe Licensee must discuss any proposed Legal Action with OUI prior to the Legal Action being commenced, and take due account of the legitimate interests of OUI in the Legal Action it takes provided always that the Licensee may act without further consultation if rights in the Licensed Technology would otherwise be prejudiced or lost. 6.3 If the Licensee takes Legal Action under clause 6.2, the Licensee will: 6.3.1 indemnify and hold OUI and the University harmless against all costs (including lawyers’ and patent agents’ fees and expenses), claims, demands and liabilities arising out of or consequent upon a Legal Action and will settle any invoice received from OUI in respect of such costs, claims, demands and liabilities within thirty (30) days of receipt; 6.3.2 treat any account of profits or damages (including, without limitation, immediately forwarding punitive damages) awarded in or paid to LICENSOR the Licensee under any and all documents relating settlement of the Legal Action for any misappropriation or infringement of any rights included in the Licensed Technology as Net Sales exceeding the Royalty Threshold for the purposes of clause 8, having first for these purposes deducted from the award or settlement an amount equal to any such unauthorized use or suspected infringement and providing LICENSOR with legal costs incurred by the Licensee in the Legal Action that are not covered by an award of legal costs; and 6.3.3 keep OUI regularly informed of the progress of the Legal Action, including, without limitation, any and all facts and circumstances relating to such unauthorized use or suspected infringementclaims affecting the scope of the Licensed Technology. 14.02 LICENSOR shall have the primary, and in the first instance sole, right to institute a suit for infringement, unfair competition or other action with respect to 6.4 OUI may take any unauthorized use or suspected infringement. LICENSOR shall have the sole discretion to determine how to handle or otherwise deal with any infringement or unauthorized use of the INTELLECTUAL PROPERTY, including the right to settle or otherwise compromise any dispute or suit, and shall promptly notify LICENSEE of its decision. LICENSOR shall have no duty to initiate such litigation if, in its sole judgment, such litigation is not warranted or is not in its best interests. 14.03 LICENSEE may join and be represented in, Legal Action at its own expense by its own counsel, any proceeding relating cost in relation to any unauthorized use misappropriation or suspected infringement to prove its own interests.of any rights included in the Licensed Intellectual Property Rights where: 14.04 LICENSEE agrees 6.4.1 the Licensee has notified OUI in writing that it shall, at all times, reasonably cooperate with LICENSOR and its counsel, in all respects, with respect to any unauthorized use or suspected or alleged infringement at LICENSOR's expense, including, but does not limited to, having LICENSEE's principals, directors, employees, officers and/or agents testify, and making available any records, papers, information, specimens and the like when requested by LICENSOR. 14.05 Any damages and/or recovery received pursuant to such litigation or settlement or compromise shall be the sole and exclusive property of LICENSOR. 14.06 If LICENSOR decides, in its discretion, not intend to take any action Legal Action in relation to any misappropriation or infringement of any such rights; or 6.4.2 if having received professional advice with respect regard to any Legal Action within fourteen (14) days of the notification under clause 6.1, and consulted with OUI, the Licensee does not take reasonable steps to act upon an unauthorized use agreed process for dealing with such misappropriation or suspected infringementinfringement (which may include, then LICENSEE may, at its own option and sole expense, take such action on its own behalf as it deems appropriate and any damages, recovery, settlement or compromise obtained thereby shall be for the avoidance of doubt, seeking a second opinion in respect of such professional advice) within any timescale agreed between OUI and the Licensee and in any event within forty-five (45) days of notification under clause 6.1, provided it shall not settle any action without first consulting with the Licensee and taking account of LICENSEEthe reasonable observations and requests of the Licensee. 6.5 Subject to clauses 6.2 and 6.3, if the Licensee takes Legal Action OUI will provide such reasonable assistance as requested by the Licensee in relation to such Legal Action at the Licensee’s cost and authorises the Licensee to join OUI as a party in any Legal Action where it is a legal requirement for the patent owner to be a plaintiff in the Legal Action, provided that the Licensee indemnifies OUI under clause 6.3.1 for the costs of any legal representation in the Legal Action required by OUI.

Infringement. 14.01 LICENSEE (a) If either Trega or Irori shall immediately notify LICENSOR receive a claim or assertion that practice of the rights licensed under this Agreement infringes or otherwise violates the intellectual property rights of any unauthorized use and/or suspected infringement third party, then the party becoming so informed shall promptly notify the other party to this Agreement of the INTELLECTUAL PROPERTY. Such notification claim or assertion and shall include, without limitation, immediately forwarding to LICENSOR any provide the other party with such notice and all documents reasonable details relating to any such unauthorized use or suspected infringement and providing LICENSOR with any and all facts and circumstances relating to such unauthorized use or suspected infringement. 14.02 LICENSOR thereto. Trega shall have the primaryprimary right, but not the obligation, to defend against such claim. Irori shall reasonably cooperate with Trega at Trega's request and expense in the first instance sole, right to institute a suit for infringement, unfair competition or other action with respect to any unauthorized use or suspected infringement. LICENSOR such defense and shall have the sole discretion right to determine how be represented by counsel of its own choice and at Irori's expense. If Trega shall fail to handle commence a defense against such claim within a period of twenty (20) days after receiving written notice from Irori or otherwise deal with any infringement or unauthorized use a third parry of the INTELLECTUAL PROPERTYsuch claim, including Irori shall have the right to settle or otherwise compromise any dispute or suit, and shall promptly notify LICENSEE of its decision. LICENSOR shall have no duty to initiate defend against such litigation if, in its sole judgment, such litigation is not warranted or is not in its best interests. 14.03 LICENSEE may join and be represented inclaim, at its own expense expense, and to be represented by counsel of its own counsel, any proceeding relating to any unauthorized use or suspected infringement to prove its own interests. 14.04 LICENSEE agrees that it shall, at all times, choice. Trega shall reasonably cooperate with LICENSOR Irori at Irori's request and expense in such defense and shall have the right to be represented by counsel of its counsel, in all respects, with respect to any unauthorized use or suspected or alleged infringement choice arid at LICENSORTrega's expense, including, but not limited to, having LICENSEE. If Irori defends against such a claim due to Trega's principals, directors, employees, officers and/or agents testifyfailure to defend, and making available there is a decision of a judge, arbitrator, or mediator that Irori infringes or otherwise violates the intellectual property rights of any recordsthird party by virtue of the practice of the rights licensed under this Agreement, papersor there is a settlement requiring Irori to deliver anything of value to such claimant, informationIrori shall be entitled to deduct the full cost of any such defense plus any judgement or settlement amount from any royalty payments, specimens and the like when requested by LICENSORwhether running or minimum, due or to become due to Trega. 14.05 Any damages and/or recovery received pursuant (b) Subject to such litigation or settlement or compromise the foregoing, Irori shall be the sole and exclusive property of LICENSOR. 14.06 If LICENSOR decides, in its discretion, not to take any action with respect to an unauthorized use or suspected infringement, then LICENSEE mayentitled, at its own option sole option, to participate in the defense of any claim asserted by a third party that practice under this Agreement constitutes an infringement or other violation of the third party's industrial or intellectual property rights and sole expenseas to which Trega has asserted and assumed its right to control. The right to participate shall include being named a party defendant and being kept advised of all developments in the litigation and any efforts towards settlement, take and being provided currently with copies of all pleadings and documents produced and depositions taken in the proceedings, except to the extent prohibited by the court. In the event that Trega shall request it, Irori shall, as a participant, designate Trega's counsel as Irori's counsel and shall waive any conflict that might otherwise be present, but nothing in such action on designation shall preclude Irori from retaining independent counsel for it alone at its own behalf expense. Trega and Irori shall cooperate to maximize the maintenance of the attorney-client privileges and they shall each instruct their respective counsel accordingly. Irori shall, as it deems appropriate a condition of full participation in any such proceedings, agree to be signatory to and be bound by any damages, recovery, settlement protective order that might be entered by the count or compromise obtained thereby stipulated to between Trega and the third party claimant and shall be for the account of LICENSEE.otherwise comport itself in a

Infringement. 14.01 17.1 If LICENSEE becomes aware of an infringement or has reasonable cause to believe that there has been an infringement of any LICENSED PATENT, LICENSEE shall immediately notify LICENSOR in writing concerning LICENSEE’S knowledge of any unauthorized use and/or suspected infringement of the INTELLECTUAL PROPERTY. Such notification shall include, without limitation, immediately forwarding to LICENSOR any and all documents relating to any such unauthorized use or suspected infringement and providing LICENSOR with any and all facts and circumstances relating to such unauthorized use or suspected infringement. 14.02 LICENSOR shall have the primary, and in the first instance sole, right to institute a suit for infringement, unfair competition or other action with respect to any unauthorized use or suspected infringement. LICENSOR shall have the sole discretion to determine how to handle or otherwise deal with any infringement or unauthorized use of the INTELLECTUAL PROPERTYreasonable cause for belief of infringement. Such notice should include: an analysis of how the claims of any LICENSED PATENT read-on the allegedly infringing articles; the identity of the alleged infringers; a statement as to whether the alleged infringers are making, including using, or selling the right allegedly infringing articles; a statement describing the extent of the alleged infringement; and a statement which describes and quantifies the harm being suffered by the LICENSEE as a result of the alleged infringement. If such notice and information are furnished, LICENSOR may volunteer its opinion as to settle whether reasonable cause exists to believe that there has been an infringement. LICENSEE is authorized under the provisions of Chapter 29 of Title 35, United States Code, or otherwise compromise any dispute or suitother statutes, and shall promptly notify LICENSEE of its decision. LICENSOR shall have no duty (a) to initiate such litigation if, bring suit in its sole judgment, such litigation is not warranted or is not in its best interests. 14.03 LICENSEE may join and be represented inown name, at its own expense by its own counsel, any proceeding relating to any unauthorized use or suspected infringement to prove its own interests. 14.04 LICENSEE agrees that it shall, at all times, reasonably cooperate with LICENSOR and its counsel, in all respects, with respect to any unauthorized use or suspected or alleged infringement at LICENSOR's expense, including, but not limited to, having LICENSEE's principals, directors, employees, officers and/or agents testify, and making available any records, papers, information, specimens and the like when requested by LICENSOR. 14.05 Any damages and/or recovery received pursuant to such litigation or settlement or compromise shall be the sole and exclusive property of LICENSOR. 14.06 If LICENSOR decides, in its discretion, not to take any action with respect to an unauthorized use or suspected infringement, then LICENSEE may, at its own option and sole expense, take such action on its own behalf as it deems appropriate behalf, for infringement of the LICENSED PATENT, and (b) in any such suit, to enjoin infringement and to collect for its use, damages, recoveryprofits and awards of whatever nature, settlement recoverable from such infringement, subject to payment of royalties due to JOINT OWNERS, and further, (c) to settle any claim or compromise obtained thereby suit for infringement of the LICENSED PATENT, as by granting a sublicense under this AGREEMENT. With respect to the royalties due to JOINT OWNERS from LICENSEE’S successful infringement action, the parties agree to enter into good faith negotiations to arrive at the appropriate amount of royalties due to JOINT OWNERS. The authority to bring suit is subject to the continuing right of the United States to bring suit itself or to intervene in LICENSEE’S suit; and, in either event, LICENSEE shall be for the account of LICENSEEgive LICENSOR reasonable notice and assistance.

Infringement. 14.01 6.1 LICENSEE and LICENSOR shall immediately notify LICENSOR promptly inform each other in writing of any unauthorized use and/or suspected alleged infringement of the INTELLECTUAL PROPERTY. Such notification LICENSED PATENTs by a third party. 6.2 During the term of this agreement, LICENSOR will have the right, but shall includenot be obligated, without limitationto prosecute at its own expense all infringements of the LICENSED PATENTS and, immediately forwarding to in furtherance of such right, LICENSOR any and all documents relating to may include LICENSEE, upon agreement by LICENSEE, as a party plaintiff in any such unauthorized use suit, at LICENSEE’S expense. Each party shall bear its own costs of prosecuting any such infringement action, and shall be entitled to prove and recover its damages, Upon mutual agreement of the parties, each may assign to the other its right to ▇▇▇ for past, present, or suspected future infringement of the LICENSED TECHNOLOGY, and providing LICENSOR with any and all facts and circumstances relating to agree to a method to allocate damages recovered by the assignee of such unauthorized use or suspected infringementrights. 14.02 6.3 LICENSOR or LICENSEE shall have three (3) months after having been notified of any alleged infringement to investigate whether infringement can be established. If LICENSOR determines that infringement exits, then it shall have [********] to negotiate in good faith with the alleged infringer to resolve the dispute. If at the end of such period the dispute is has nor been resolved, LICENSOR shall have [********] to commence prosecuting an infringement action (the primaryfiling period). If LICENSOR determines that infringement can be established and (a) at any time decides not to pursue an action against the alleged infringer, or (b) fails to commence prosecuting an action before the end of the filing period, then LICENSOR shall notify LICENSEE of its intention not to bring suit against any alleged infringer in the TERRITORY. In those events only LICENSEE shall have the right but shall not be obligated, to prosecute at its own expense any infringement of the LICENSED TECHNOLOGY, and LICENSOR hereby agrees at its discretion and upon terms to be mutually agreed by the parties, to either be named as a plaintiff in the first instance sole, right any such proceedings or to institute a suit assign its rights to ▇▇▇ for infringement. LICENSEE shall pay all of LICENSOR’S costs and reasonable attorney fees incurred in such action. No settlement, unfair competition consent judgment, or other action voluntary final disposition of the suit shall be entered into without the consent of LICENSOR, which consent shall not be unreasonably withheld. LICENSEE hereby indemnifies LICENSOR against any order for costs or attorney fees that may be made against LICENSOR in such proceedings instituted by LICENSEE. 6.4 In the event that LICENSOR shall undertake the enforcement and/or defense of the LICENSED TECHNOLOGY by litigation, any monetary recovery by LICENSOR, shall be divide equally between LICENSOR and LICENSEE after all costs have been paid. In the event that LICENSEE undertakes the enforcement and/or defense of the LICENSED PATENTS by litigation, any monetary recovery by LICENSEE shall be shared with respect LICENSOR after all costs are paid. 6.5 In any infringement suit that either party may institute to any unauthorized use or suspected infringement. LICENSOR enforce the LICENSED TECHNOLOGY pursuant to this Agreement, the other party hereto shall, at the request of the party initiating such suit and upon reasonable notice, cooperate in all respects and, to the extent possible, have its employees testify when requested and make available relevant records, papers, information samples, models, specimens and the like. 6.6 LICENSEE, during the exclusive period of this Agreement, shall have the sole discretion right, subject to determine how approval by LICENSOR, which shall not be unreasonably withheld, in accordance, with the terms and conditions herein to handle or otherwise deal with sublicense any infringement or unauthorized alleged infringer in the TERRITORY for future use of LICENSED TECHNOLOGY. Prior to the INTELLECTUAL PROPERTYdistribution of sublicensing fees received from an alleged infringer as specified in Section III, including the right to settle or otherwise compromise any dispute or suit, and shall promptly notify LICENSEE of its decision. LICENSOR shall have no duty to initiate such litigation ifbe compensated for any and all expenses incurred by it, if any, in its sole judgment, such litigation is not warranted or is not in its best intereststhat regard prior to the commencement of the sublicense with the infringer. 14.03 LICENSEE may join and 6.7 In the event of any legal action alleging invalidity or noninfringement of any of the LICENSED TECHNOLOGY shall be represented inbrought against LICENSEE, or LICENSOR, LICENSOR, at its own expense by its own counseloption, any proceeding relating shall have the right within [********] after the commencement of such action, to any unauthorized use or suspected infringement to prove its own interests. 14.04 LICENSEE agrees that it shall, at all times, reasonably cooperate with LICENSOR intervene and its counsel, in all respects, with respect to any unauthorized use or suspected or alleged infringement at LICENSOR's expense, including, but not limited to, having LICENSEE's principals, directors, employees, officers and/or agents testify, and making available any records, papers, information, specimens and the like when requested by LICENSOR. 14.05 Any damages and/or recovery received pursuant to such litigation or settlement or compromise shall be take over the sole and exclusive property defense of LICENSOR. 14.06 If LICENSOR decides, in its discretion, not to take any the action with respect to an unauthorized use or suspected infringement, then LICENSEE may, at its own expense. If LICENSOR chooses not to intervene, LICENSEE shall have the option to intervene and take over the sole expense, take such action on defense at its own behalf as it deems appropriate and any damages, recovery, settlement or compromise obtained thereby shall be for the account of LICENSEEexpense.

Infringement. 14.01 LICENSEE (a) Each Party shall immediately promptly notify LICENSOR in writing the other Party during the term of this Agreement of any unauthorized use and/or (1) known infringement or suspected infringement of any of the INTELLECTUAL PROPERTY. Such notification shall include, without limitation, immediately forwarding to LICENSOR any and all documents relating to any such Patent Rights; or (2) unauthorized use or suspected infringement and providing LICENSOR with any and all facts and circumstances relating to such unauthorized use or suspected infringement. 14.02 LICENSOR shall have misappropriation of the primaryLicensed Technology by a third party of which it becomes aware, and in shall provide the first instance sole, right to institute a suit for other Party with all available evidence supporting said infringement, unfair competition or other action with respect to any unauthorized use or suspected infringement. LICENSOR shall have the sole discretion to determine how to handle or otherwise deal with any infringement or unauthorized use or misappropriation. Within ninety (90) days after Licensor becomes, or is made aware of any of the INTELLECTUAL PROPERTYforegoing, including Licensor shall decide whether or not to initiate an infringement or other appropriate action and shall notify Licensee of its decision in writing. The failure of Licensor to inform Licensee of Licensor's decision within such 90-day period shall be deemed a decision not to initiate an infringement or other appropriate action. (b) In the event that Licensor notifies Licensee of its intent to initiate an infringement or other appropriate action within the 90-day period provided in Section 5.2(a), provided such infringement is continuing, Licensor shall initiate such an infringement or other appropriate action within 30 days of the end of such 90-day period. Licensor shall be entitled to join Licensee as a party to such suit, but Licensee shall be under no obligation to participate except to the extent that such participation is required as the result of being a named party to the suit or being involved in the commercialization of any Patent Rights and/or Licensed Technology at issue. If Licensee chooses to participate, Licensee shall have the right to be represented by its own counsel at its own expense. Licensor shall not settle any such suite involving rights of Licensee nor make an admission of liability on behalf of Licensee without obtaining the prior written consent of Licensee, which consent shall not be unreasonably withheld. In the event Licensor initiates proceedings pursuant to this Section 5.2(c), Licensor shall be entitled to 100% of any and all amounts recovered in such suit, whether through judgment, settlement or otherwise compromise otherwise, including without limitation, any dispute or punitive damages that may be awarded, up to the amount of Licensor's costs of suit, and Licensor and Licensee shall promptly notify LICENSEE each be entitled to 50% of its decision. LICENSOR all amounts recovered in such suit, whether through judgment, settlement or otherwise, including without limitation, any punitive damages that may be awarded, in excess of Licensor's costs of suit. (c) In the vent that Licensor decides not to initiate, or is deemed to have not decided to initiate an infringement or other appropriate action within the 90-day period provided in Section 5.2(a), or does not initiate such an infringement or other appropriate action within 30 days of such 90-day period as provided in Section 5.2(b), Licensee shall have no duty to initiate such litigation if, in its sole judgment, such litigation is not warranted or is not in its best interests. 14.03 LICENSEE may join and be represented inthe right, at its own expense expense, to initiate an infringement or other appropriate action, and shall be entitled to join Licensor has a party to such suit, but Licensor shall be under no obligation to participate except to the extent that such participation is required as a result of its being a named party to the suit or being the owner of any Patent Rights and/or Licensed Technology at issue. Notwithstanding the foregoing, in the event that Licensor is engaged at the end of said 90-day period in negotiations for the settlement of said patent infringement which has been the subject of notice from Licensee to Licensor and has advised Licensee in writing of such negotiations, then the above mentioned right and option of Licensee to bring suit shall be exercised only with the written consent of Licensor which will not be unreasonably withheld. If Licensor chooses to participate in any suit initiated by Licensee, Licensor shall have the right to be represented in any such suit by its own counselcounsel at its own expense. Licensee shall not settle any such suit involving rights of Licensor nor make an admission of liability on behalf of Licensor without obtaining the prior written consent of Licensor, which consent shall not be unreasonably withheld. In the event Licensee initiates proceedings pursuant to this Section 5.2(c), Licensee shall be entitled to 100% of any and all amounts recovered in such suit, whether through judgment, settlement or otherwise, including without limitation, any proceeding relating punitive damages that may be awarded, up to the amount of Licensee's costs of suit, and Licensor and Licensee shall each be entitled to 50% of all amounts recovered in such suit, whether through judgment, settlement or otherwise, including without limitation, any unauthorized use or suspected infringement to prove its own interestspunitive damages that may be awarded, in excess of Licensee's costs of suit. 14.04 LICENSEE (d) Nothing herein contained shall be construed to require either party to expend money in litigation or in the enforcing of Patent Rights and/or Licensed Technology rights unless it so elects and in the event a party proceeds with litigation in the name of the other party in any cause in which such other party is not voluntarily a party, as evidenced by written notice, such party shall and agrees that it shall, at to hold the other party harmless from any and all times, reasonably cooperate with LICENSOR and its counsel, in all respects, with respect to any unauthorized use or suspected or alleged infringement at LICENSOR's expenseliabilities arising thereunder, including, but not limited to, having LICENSEEattorney's principalsfees, directors, employees, officers and/or agents testifycourt costs, and making available any recordsdamages arising out of counterclaims, papers, information, specimens cross-claims and the like when requested by LICENSORlike. 14.05 Any damages and/or recovery received pursuant to such litigation or settlement or compromise shall be the sole and exclusive property of LICENSOR. 14.06 If LICENSOR decides, in its discretion, not to take any action with respect to an unauthorized use or suspected infringement, then LICENSEE may, at its own option and sole expense, take such action on its own behalf as it deems appropriate and any damages, recovery, settlement or compromise obtained thereby shall be for the account of LICENSEE.

Infringement. 14.01 LICENSEE shall immediately The Distributor will promptly notify LICENSOR the Supplier in writing of any unauthorized possible infringement or illegal use and/or suspected infringement of the INTELLECTUAL PROPERTY. Such notification shall include, without limitation, immediately forwarding Trade Marks or any other Intellectual Property Rights that relate to LICENSOR any and all documents relating to any such unauthorized use or suspected infringement and providing LICENSOR with any and all facts and circumstances relating to such unauthorized use subsist or suspected infringement. 14.02 LICENSOR shall have reside in the primaryProducts of which the Distributor becomes aware, and in doing so will provide the first instance sole, right to institute a suit for infringement, unfair competition or other action Supplier with respect to any unauthorized use or suspected infringement. LICENSOR shall have all relevant information regarding the sole discretion to determine how to handle or otherwise deal with any possible infringement or unauthorized illegal use at the reasonable cost of the INTELLECTUAL PROPERTYDistributor. [Drafting note: depending on the country, including certain statutory rights of the Distributor to take action may need to be overridden expressly.] The Supplier has the right to settle or otherwise compromise any dispute or suit, and shall promptly notify LICENSEE of its decision. LICENSOR shall have but no duty to initiate such litigation if, in its sole judgment, such litigation is not warranted or is not in its best interests. 14.03 LICENSEE may join and be represented inobligation, at its own expense expense, to commence proceedings or take other action in the Territory regarding the possible infringement or illegal use of a Trade ▇▇▇▇ or any of its other Intellectual Property Rights. Any money paid or damages or costs awarded as a result is for the Supplier’s benefit. The Distributor will give the Supplier any assistance reasonably requested by its own counsel, any proceeding relating the Supplier in relation to any unauthorized proceedings commenced or other action taken in the Territory regarding the possible infringement or illegal use of a Trade ▇▇▇▇ or suspected any of the Supplier’s other Intellectual Property Rights. The Distributor will not commence proceedings or take any other action in the Territory against a third party for possible infringement or illegal use of a Trade ▇▇▇▇ or any of the Supplier’s other Intellectual Property Rights in the Territory without the Supplier’s prior written approval. The Distributor will promptly notify the Supplier in writing if the Distributor becomes aware that use of any of the Trade Marks or Intellectual Property Rights that relate to prove its own interests. 14.04 LICENSEE agrees that it shall, at all times, reasonably cooperate or subsist or reside in the Products or the sale or offer for sale of the Products infringes or allegedly infringes the intellectual property rights of a third party. The Distributor will not make any admissions or enter into any settlement or take any substantive step in connection with LICENSOR and its counsel, in all respects, with respect to any unauthorized use or suspected such infringement or alleged infringement infringement. The Distributor will co-operate with the Supplier’s reasonable requests [at LICENSOR's expense, including, but not limited to, having LICENSEE's principals, directors, employees, officers and/or agents testify, and making available any records, papers, information, specimens and the like when requested by LICENSORexpense of the Supplier] in taking all steps as the Supplier may consider advisable or necessary. 14.05 Any damages and/or recovery received pursuant to such litigation or settlement or compromise shall be the sole and exclusive property of LICENSOR. 14.06 If LICENSOR decides, in its discretion, not to take any action with respect to an unauthorized use or suspected infringement, then LICENSEE may, at its own option and sole expense, take such action on its own behalf as it deems appropriate and any damages, recovery, settlement or compromise obtained thereby shall be for the account of LICENSEE.

Infringement. 14.01 LICENSEE COMPANY shall immediately notify LICENSOR inform [**] promptly in writing of any unauthorized use and/or suspected alleged infringement of the INTELLECTUAL PROPERTYPATENT RIGHTS by a third party and of any available evidence thereof. Such notification Subject to COMPANY’s right to join in the prosecution of infringements set forth below, the OWNERS shall have the right, but not the obligation, to prosecute in their own discretion and at their own expense, all infringements of the PATENT RIGHTS. The total cost of any such sole infringement action shall be borne by the OWNERS, and the OWNERS shall keep any recovery or damages derived therefrom. In any such infringement suits, COMPANY shall, at the OWNERS’ expense, cooperate in all respects. COMPANY shall have the right to join the OWNERS’ prosecution of any infringements of the PATENT RIGHTS: In any such joint infringement suits, the OWNERS and COMPANY will cooperate in all respects. The OWNERS and COMPANY will agree in good faith on the sharing of the total cost of any such joint infringement action and the sharing of any recovery or damages derived therefrom. In the event that the OWNERS decide not to prosecute infringements of the PATENT RIGHTS, neither solely nor jointly with COMPANY, [**] shall offer to COMPANY to prosecute any such infringement in its own discretion and at its own expense. ... The OWNERS shall, at COMPANY’S expense, cooperate. The total cost of any such sole infringement action shall be borne by COMPANY, and COMPANY shall keep any recovery or damages derived therefrom. In the event that COMPANY intends to make any arrangements with the infringer to settle the infringement (such as sublicenses), and solely the OWNERS or the OWNERS jointly with COMPANY have prosecuted the infringement, any such settlement needs the prior written approval of [**], which shall not unreasonably be withheld; reasons to withheld include, without limitation, immediately forwarding that the settlement is financially disadvantageous for the OWNERS or [**]. Any infringer to LICENSOR any and all documents relating to any which COMPANY grants such unauthorized use or suspected infringement and providing LICENSOR with any and all facts and circumstances relating to such unauthorized use or suspected infringement. 14.02 LICENSOR shall have the primary, and in the first instance sole, right to institute a suit for infringement, unfair competition or other action with respect to any unauthorized use or suspected infringement. LICENSOR shall have the sole discretion to determine how to handle or otherwise deal with any infringement or unauthorized use of the INTELLECTUAL PROPERTY, including the right to settle or otherwise compromise any dispute or suit, and shall promptly notify LICENSEE of its decision. LICENSOR shall have no duty to initiate such litigation if, in its sole judgment, such litigation is not warranted or is not in its best interests. 14.03 LICENSEE may join and be represented in, at its own expense by its own counsel, any proceeding relating to any unauthorized use or suspected infringement to prove its own interests. 14.04 LICENSEE agrees that it shall, at all times, reasonably cooperate with LICENSOR and its counsel, in all respects, with respect to any unauthorized use or suspected or alleged infringement at LICENSOR's expense, including, but not limited to, having LICENSEE's principals, directors, employees, officers and/or agents testify, and making available any records, papers, information, specimens and the like when requested by LICENSOR. 14.05 Any damages and/or recovery received pursuant to such litigation or settlement or compromise sublicenses shall be the sole and exclusive property of LICENSORa SUBLICENSEE under this Agreement. 14.06 If LICENSOR decides, in its discretion, not to take any action with respect to an unauthorized use or suspected infringement, then LICENSEE may, at its own option and sole expense, take such action on its own behalf as it deems appropriate and any damages, recovery, settlement or compromise obtained thereby shall be for the account of LICENSEE.

Infringement. 14.01 LICENSEE shall immediately notify LICENSOR of (a) If any unauthorized use and/or suspected infringement of the INTELLECTUAL PROPERTY. Such notification shall includeGENAERA PATENTS or ▇▇▇▇▇▇ PATENTS to the extent that MEDIMMUNE is licensed exclusively or sublicensed exclusively hereunder is infringed by an unlicensed person or entity in the FIELD, without limitationand subject to the provisions of the ▇▇▇▇▇▇ LICENSE AGREEMENT(S), immediately forwarding to LICENSOR any and all documents relating to any such unauthorized use or suspected infringement and providing LICENSOR with any and all facts and circumstances relating to such unauthorized use or suspected infringement. 14.02 LICENSOR MEDIMMUNE shall have the primaryright and option but not the obligation to bring an action for such infringement, at its sole expense, against such an unlicensed person or entity in the name of GENAERA and/or in the name of MEDIMMUNE and/or in the name of a licensor of GENAERA, as the case may be, and to join GENAERA or its licensor as a party plaintiff if required, and, in the absence of MEDIMMUNE'S joinder of GENAERA as a party plaintiff, GENAERA shall, at its option, be permitted to join such action ---------------- **Certain portions of this exhibit have been omitted based upon a request for confidential treatment that has been filed with the Commission. The omitted portions have been filed separately with the Commission. at GENAERA's expense. MEDIMMUNE shall promptly notify GENAERA of any such infringement and shall keep GENAERA informed as to the prosecution of any action for such infringement. No settlement, consent judgment or other voluntary final disposition of the suit that adversely affects GENAERA PATENTS or ▇▇▇▇▇▇ PATENTS may be entered into without the consent of GENAERA, which consent shall not unreasonably be withheld. (b) In the event that MEDIMMUNE shall undertake the enforcement under Section 7.1(a) of any of the GENAERA PATENTS or ▇▇▇▇▇▇ PATENTS by litigation and with respect to ▇▇▇▇▇▇ PATENTS, subject to the provisions of the ▇▇▇▇▇▇ LICENSE AGREEMENT(S), any recovery of damages by MEDIMMUNE for any such suit shall be applied first instance solepro rata in satisfaction of any unreimbursed out of pocket expenses and legal fees of MEDIMMUNE regarding such suit and next to any unreimbursed out of pocket expenses and legal fees of GENAERA regarding such suit, right if GENAERA has joined in such suit. The balance remaining from any such recovery shall be divided between MEDIMMUNE and GENAERA, as follows (i) for that portion, if any, based on lost profits, GENAERA shall recover the royalty GENAERA would have received under this Agreement if such sales had been made by MEDIMMUNE, and (ii) for any other recovery, GENAERA shall receive five percent (5%) of the remaining amount. 7.2 In the event that MEDIMMUNE elects not to institute a suit pursue an action for infringement, unfair competition within a reasonable time period after written notice to GENAERA by MEDIMMUNE that an unlicensed person or other action with respect entity is an infringer of a VALID PATENT CLAIM of any of the GENAERA PATENTS or ▇▇▇▇▇▇ PATENTS licensed to any unauthorized use or suspected infringement. LICENSOR MEDIMMUNE, GENAERA shall have the sole discretion right and option, but not the obligation at its cost and expense to determine how initiate infringement litigation and to handle or otherwise deal retain any recovered damages. ---------------- **Certain portions of this exhibit have been omitted based upon a request for confidential treatment that has been filed with the Commission. The omitted portions have been filed separately with the Commission. 7.3 In any infringement or unauthorized use suit either party may institute to enforce any of the INTELLECTUAL PROPERTYGENAERA PATENTS or ▇▇▇▇▇▇ PATENTS pursuant to this Agreement, including the right to settle or otherwise compromise any dispute or suit, and shall promptly notify LICENSEE of its decision. LICENSOR shall have no duty to initiate such litigation if, in its sole judgment, such litigation is not warranted or is not in its best interests. 14.03 LICENSEE may join and be represented in, at its own expense by its own counsel, any proceeding relating to any unauthorized use or suspected infringement to prove its own interests. 14.04 LICENSEE agrees that it other party hereto shall, at all timesthe request of the party initiating such suit, reasonably cooperate with LICENSOR and, to the extent reasonably possible, have its employees testify when requested and its counsel, in all respects, with respect to any unauthorized use or suspected or alleged infringement at LICENSOR's expense, including, but not limited to, having LICENSEE's principals, directors, employees, officers and/or agents testify, and making make available any relevant records, papers, information, specimens samples, specimens, and the like when like. All reasonable out-of-pocket costs incurred in connection with rendering cooperation requested hereunder shall be paid by LICENSORthe party requesting cooperation. 14.05 Any damages and/or recovery received pursuant 7.4 Notwithstanding anything in this Section 7, GENAERA shall have the right to such litigation or settlement or compromise shall be the sole and exclusive property of LICENSOR. 14.06 If LICENSOR decides, in its discretion, not to take initiate any action with respect against any person or entity related to an unauthorized use the infringement by a person or suspected infringement, then LICENSEE may, at its own option and sole expense, take such action on its own behalf as it deems appropriate and entity of a PRODUCT or any damages, recovery, settlement other products or compromise obtained thereby shall be for processes outside of the account of LICENSEEFIELD.

Infringement. 14.01 7.1. In the event that LICENSEE (including any Affiliate or sublicensee) or UFRFI receives a notice of claim, threat, or suit by a third party alleging, that the manufacture, use or sale of the Licensed Technology infringes or is dominated by intellectual property rights owned or controlled by such third party, then the party receiving the notice shall promptly notify the other party to this Agreement in writing of such claim, threat or suit. 7.2. If notice of a claim, threat, or suit of the type described in Paragraph 7.1 herein is received by any party, LICENSEE shall immediately notify LICENSOR consult with UFRFI regarding resolution of such claim, threat, or suit and may not reject UFRFI’S advice without reasonable justification thereof regarding negotiations with the Third Party, selection and supervision of counsel, filing of lawsuits or other proceedings, and settlement of the claim, threat, or suit. All costs and expenses, including attorneys’ fees, incurred in the course of resolving such claim threat, or suit shall be charged to LICENSEE. During the prosection of such legal action, LICENSEE shall be permitted to deduct the reasonable fees and expenses of the legal action from the royalties payable to UTRFI under the Article IV of this Agreement, up to [***] percent ([***]%) of said royalties. If LICENSEE prevails in such legal action such obligations by LICENSEE to pay royalties to UFRFI shall be fully and retroactively restored. Any monies except that excess which is attributable to trebled damages or award of attorneys’ fees, recovered by LICENSEE as a result of such legal action shall be treated as sales pursuant to Paragraph 4.1 for payment of royalties, after having deducted all previously undeducted expenses reasonably connected with the litigation. If the resolution of a claim, threat or suit of the type described in this Paragraph 7.2 results in the payment of royalties or other compensation to LICENSEE, this obligation by LICENSEE to pay royalties to UFRFI shall be fully and retroactively restored. Then, the remaining royalty or other compensation paid to LICENSEE shall be treated as sales pursuant to Paragraph 4.1 for payment of royalties, after having deducted all previously undeducted expenses reasonably connected with the litigation and resolution. UFRFI and University of Florida personnel shall fully cooperate with LICENSEE in the defense and resolution of any unauthorized use and/or suspected infringement such claim, threat or suit, However, LICENSEE shall compensate UFRFI and University of Florida personnel for their actual out-of-pocket expenses (e.g., travel). 7.3. If the resolution of a claim, treat, or suit of the INTELLECTUAL PROPERTY. Such notification type described in Paragraph 7.1 herein results in the payment of any royalties or other compensation by LICENSEE to a third party, then LICENSEE shall includethereafter be permitted to deduct the amount of such payment from the royalties paid or payable by LICENSEE to UFRFI under Article IV of this Agreement, without limitation, immediately forwarding up to LICENSOR any and all documents relating [***] percent ([***]%) of said royalties paid or payable to any such unauthorized use UFRFI; provided that the third parry intellectual property rights are infringed solely by virtue of the fact that the infringing product or suspected infringement and providing LICENSOR with any and all facts and circumstances relating to such unauthorized use or suspected infringementprocess are part of the Licensed Technology licensed under the Patent Rights of this Agreement. 14.02 LICENSOR 7.4. LICENSEE shall have the primaryright, but not the obligation, to initiate and prosecute legal action for infringement by a third party of or any claim of any patent within the Patent Rights. UFRFI shall voluntarily join such legal action, and in the first instance sole, right to institute a suit for infringement, unfair competition or other action with respect to any unauthorized use or suspected infringement. LICENSOR UFRFI and University of Florida personnel shall have the sole discretion to determine how to handle or otherwise deal with any infringement or unauthorized use of the INTELLECTUAL PROPERTY, including the right to settle or otherwise compromise any dispute or suit, render necessary cooperation and shall promptly notify execute all documents as may be necessary and reasonable during the course of such legal action. During the prosecution of such legal action, LICENSEE shall be permitted to deduct the reasonable fees and expenses of its decisionthe legal action from the royalties payable to UFRFI under the Article IV of this Agreement, up to [***] percent ([***]%) of said royalties. LICENSOR shall have no duty to initiate If LICENSEE prevails in such litigation if, in its sole judgmentlegal action, such litigation obligations by LICENSEE to pay royalties to UFRFI shall be fully and retroactively restored. Any monies except that excess which is not warranted attributable to trebled damages or is not in its best interests. 14.03 award of attorneys’ fees, recovered by LICENSEE may join and as a result of such legal action shall be represented in, at its own expense by its own counsel, any proceeding relating to any unauthorized use or suspected infringement to prove its own interests. 14.04 LICENSEE agrees that it shall, at all times, reasonably cooperate with LICENSOR and its counsel, in all respects, with respect to any unauthorized use or suspected or alleged infringement at LICENSOR's expense, including, but not limited to, having LICENSEE's principals, directors, employees, officers and/or agents testify, and making available any records, papers, information, specimens and the like when requested by LICENSOR. 14.05 Any damages and/or recovery received treated as sales pursuant to such litigation Paragraph 4.1 for payment of royalties, after having deducted all previously undeducted expenses reasonably connected with the litigation. If the resolution of a claim, threat or settlement suit of the type described in this Paragraph 7.4 results in the payment of royalties or compromise other compensation to LICENSEE, this obligation by LICENSEE to pay royalties to UFRFI shall be fully and retroactively restored. Then, the sole and exclusive property of LICENSOR. 14.06 If LICENSOR decides, in its discretion, not remaining royalty or other compensation paid to take any action with respect to an unauthorized use or suspected infringement, then LICENSEE may, at its own option and sole expense, take such action on its own behalf as it deems appropriate and any damages, recovery, settlement or compromise obtained thereby shall be treated as sales pursuant to Paragraph 4.1 for payment of royalties, after having deducted all previously undeducted expenses reasonably connected with the account of LICENSEElitigation and resolution.

Infringement. 14.01 LICENSEE 13.1 ECHOMAIL shall immediately notify LICENSOR defend, indemnify and hold harmless CUSTOMER from all costs, expenses, damages, suits and other proceedings incurred by CUSTOMER, its officers, directors, employees or agents in connection with any claim that the Licensed Software infringes any patent, copyright, trade secret or other proprietary rights of any unauthorized use and/or suspected infringement third party, provided that (a) CUSTOMER promptly informs ECHOMAIL of the INTELLECTUAL PROPERTY. Such notification shall include, without limitation, immediately forwarding to LICENSOR any and all documents relating to any such unauthorized use or suspected infringement and providing LICENSOR with any and all facts and circumstances relating to such unauthorized use or suspected infringement. 14.02 LICENSOR shall have the primaryaction, and (b) CUSTOMER furnishes to ECHOMAIL all information and assistance in the first instance sole, right connection therewith which may be reasonably requested by ECHOMAIL from time to institute a suit for infringement, unfair competition or other action with respect to any unauthorized use or suspected infringementtime. LICENSOR ECHOMAIL shall have the sole discretion right to determine how to handle settle, defend, or otherwise deal with handle any infringement or unauthorized such claim. In the event the use of the INTELLECTUAL PROPERTYany Licensed Software is enjoined, including ECHOMAIL shall, at its option, either (a) procure for CUSTOMER the right to settle continue to use such Licensed Software, (b) replace or otherwise compromise any dispute modify the same to make it non-infringing, or suit(c) terminate the license to such Licensed Software and provide a pro rata refund to CUSTOMER of all amounts paid by CUSTOMER for the allegedly infringing Licensed Software to ECHOMAIL hereunder, and shall promptly notify LICENSEE based upon a five (5) year life of its decision. LICENSOR shall have no duty to initiate such litigation if, in its sole judgment, such litigation is not warranted or is not in its best interestsLicensed Software. 14.03 LICENSEE may join and 13.2 ECHOMAIL’S obligations under this Section 13.0 shall be represented inonly for the benefit of CUSTOMER. ECHOMAIL shall not be obligated to defend or to be liable under this Section 13.0 to the extent the infringement asserted arises out of (a) compliance with specification originating with CUSTOMER, at its own expense by its own counsel, any proceeding relating to any unauthorized (b) use or suspected combination of Licensed Software with items not provided by ECHOMAIL to the extent such infringement to prove its own interestswould not have occurred but for such use or combination with such other items; (c) use of other than the latest unmodified version of Licensed Software if such infringement would have been avoided by the use of such later version; or (d) modification of Licensed Software other than by ECHOMAIL. 14.04 LICENSEE agrees that it shall, at all times, reasonably cooperate with LICENSOR 13.3 This Section 13.0 states the exclusive remedy of CUSTOMER and its counsel, in all respects, the entire liability of ECHOMAIL with respect to infringement of any unauthorized use patent, copyright, or suspected or alleged infringement at LICENSOR's expense, including, but not limited to, having LICENSEE's principals, directors, employees, officers and/or agents testify, and making available any records, papers, information, specimens and the like when requested other proprietary rights of third parties by LICENSORitems furnished by ECHOMAIL ▇▇▇▇▇▇▇▇▇. 14.05 Any damages and/or recovery received pursuant to such litigation or settlement or compromise shall be the sole and exclusive property of LICENSOR. 14.06 If LICENSOR decides, in its discretion, not to take any action with respect to an unauthorized use or suspected infringement, then LICENSEE may, at its own option and sole expense, take such action on its own behalf as it deems appropriate and any damages, recovery, settlement or compromise obtained thereby shall be for the account of LICENSEE.

Infringement. 14.01 LICENSEE shall immediately 7.1 Each of Licensee and Licensor agrees promptly to notify LICENSOR the other of any unauthorized Infringements or any suspected Infringements or any claim by any third party that Licensee's use and/or suspected infringement of the INTELLECTUAL PROPERTYrights licensed hereunder infringes any intellectual property rights of any third party of which they become aware. 7.2 Licensee may initiate proceedings alleging an Infringement in its own name and at its own expense. Such notification Licensor shall, at the reasonable request and cost of Licensee, give Licensee any assistance it may reasonably request in connection with such proceedings. Licensee shall includehave sole discretion regarding selection of counsel and venue, without limitationand ultimate and determinative authority regarding patent litigation strategy; provided, immediately forwarding that Licensee shall keep Licensor fully informed as to LICENSOR any the conduct of such proceedings. If so requested by Licensee and all documents relating necessary for Licensor to be a plaintiff or claimant party, Licensor shall join in any such unauthorized use infringement proceedings as a plaintiff or suspected infringement and providing LICENSOR claimant party with any and all facts and circumstances relating Licensee or allow Licensee to take such unauthorized use or suspected infringementproceedings in Licensor's name. 14.02 LICENSOR 7.3 If Licensee does not, within three (3) months after having any Infringement drawn to its attention by Licensor, commence an action for such Infringement pursuant to clause 7.2, then Licensor shall be entitled (but not obliged) to commence proceedings for such Infringement in its own name and at its own expense. Licensee shall, at the request and cost of Licensor, give Licensor any assistance reasonably requested by Licensor in connection with such proceedings. Licensor shall keep Licensee fully informed as to the conduct of such proceedings. Licensee shall have the primaryright to participate in the decision-making process with regard to any decisions that would reasonably affect the scope of the patent claims. Any sums recovered in the course of such proceedings from the Infringer, whether by way of damages, account of profits, costs or otherwise, shall be applied first in reimbursing Licensor for its external costs and expenses of such proceedings (which shall include any related allegation or claim made by the defendant that any rights or patent claim asserted in such action are invalid and/or unenforceable), including legal fees and expenses, patent attorney fees and expenses and experts' fees and expenses (provided that Licensor shall not be responsible for legal expenses or costs incurred by Licensee's counsel related to (i) monitoring or (ii) participating in the litigation due to a conflict) and the balance shall be paid to Licensee. If so requested by Licensor and necessary or desirable for Licensee to be a plaintiff or claimant party, Licensee shall join in any such infringement proceedings as a plaintiff or claimant party with Licensor or allow Licensor to take such proceedings in Licensee's name. 7.4 If in the course of any infringement action brought by Licensee pursuant to clause 7.2 or in the course of any infringement action brought by Licensor pursuant to clause 7.3, an allegation or claim be made by the defendant in such action that any rights or patent claim asserted in such action are invalid and/or unenforceable, the party that brought the infringement action (the "Controlling Party") shall bear all costs associated with, and shall be solely responsible for, defending such allegation or claim. The Controlling Party shall consult with the other party in all significant matters concerning the first instance soledefence of such allegation or claim of invalidity and/or unenforceability, right to institute a suit for infringementincluding issues of strategy and settlement, unfair competition or other action with respect to any unauthorized use or suspected infringement. LICENSOR and shall have the sole discretion to determine how to handle or otherwise deal act in accordance with any infringement or unauthorized use reasonable request of the INTELLECTUAL PROPERTY, including the right other party. Neither party shall seek to settle or otherwise compromise such allegation or claim of invalidity and/or unenforceability without the consent of the other party. 7.5 Where one party (the "Joining Party") becomes a party to proceedings at the request of the other (the "Requesting Party") pursuant to clause 7.2 or 7.4, then the Requesting Party shall indemnify the Joining Party for any dispute costs or suitexpenses incurred in respect of such proceedings and for any liability for costs awarded to any other party and for which the Joining Party is liable to pay. 7.6 In the event that a party becomes aware of any threatened or actual opposition in respect of any patent application within the Licensed Patents or any claim that any granted Licensed Patent is invalid, the party becoming aware shall forthwith notify the other of such matter and the parties shall consult with each other in good faith as to the defence of such opposition or claim. If Licensor does not wish to defend any such claim, and does not commence the defence of any such allegation or claim within 2 months of notice of the allegation or claim, Licensee may do so (but not otherwise), provided that Licensee shall bear all costs associated with, and shall promptly notify LICENSEE be solely responsible for, defending such allegation or claim. Licensee shall consult with the Licensor on all significant matters concerning the defence of its decision. LICENSOR shall have no duty to initiate such litigation ifallegation or claim, in its sole judgment, such litigation is not warranted or is not in its best interests. 14.03 LICENSEE may join including issues of strategy and be represented in, at its own expense by its own counsel, any proceeding relating to any unauthorized use or suspected infringement to prove its own interests. 14.04 LICENSEE agrees that it shall, at all times, reasonably cooperate with LICENSOR and its counsel, in all respects, with respect to any unauthorized use or suspected or alleged infringement at LICENSOR's expense, including, but not limited to, having LICENSEE's principals, directors, employees, officers and/or agents testifysettlement, and making available shall act in accordance with any records, papers, information, specimens and the like when requested by LICENSOR. 14.05 Any damages and/or recovery received pursuant reasonable request of Licensor. Neither party shall seek to such litigation or settlement settle or compromise shall be such allegation or claim of invalidity and/or unenforceability without the sole and exclusive property consent of LICENSORthe other party. 14.06 If LICENSOR decides, in its discretion, not to take any action with respect to an unauthorized use or suspected infringement, then LICENSEE may, at its own option and sole expense, take such action on its own behalf as it deems appropriate and any damages, recovery, settlement or compromise obtained thereby shall be for the account of LICENSEE.

Infringement. 14.01 LICENSEE shall immediately notify LICENSOR of any unauthorized use and/or suspected infringement of the INTELLECTUAL PROPERTY. Such notification shall include, without limitation, immediately forwarding to LICENSOR any and all documents relating to any such unauthorized use or suspected infringement and providing LICENSOR with any and all facts and circumstances relating to such unauthorized use or suspected infringement. 14.02 LICENSOR shall have the primary, and in the first instance sole, right to institute a suit for infringement, unfair competition com- petition or other action with respect to any unauthorized use or suspected infringement. LICENSOR shall have the sole discretion to determine how to handle or otherwise deal with any infringement or unauthorized use of the INTELLECTUAL PROPERTY, including the right to settle or otherwise compromise any dispute or suit, and shall promptly notify LICENSEE of its decision. LICENSOR shall have no duty to initiate such litigation if, in its sole judgment, such litigation is not warranted or is not in its best interests. 14.03 LICENSEE may join and be represented in, at its own expense by its own counsel, any proceeding relating to any unauthorized use or suspected infringement to prove its own interests. 14.04 LICENSEE agrees that it shall, at all times, reasonably cooperate with LICENSOR and its counsel, in all respects, with respect to any unauthorized use or suspected or alleged infringement at LICENSOR's expense, including, but not limited to, having LICENSEE's principals, directors, employees, officers and/or agents testify, and making available any records, papers, information, specimens and the like when requested by LICENSOR. 14.05 Any damages and/or recovery received pursuant to such litigation or settlement or compromise shall be the sole and exclusive property of LICENSOR. 14.06 If LICENSOR decides, in its discretion, not to take any action with respect to an unauthorized use or suspected infringement, then LICENSEE may, at its own option and sole expense, take such action on its own behalf as it deems appropriate and any damages, recovery, settlement or compromise obtained thereby shall be for the account of LICENSEE.

Infringement. 14.01 LICENSEE A. Licensee and CMCC shall immediately notify LICENSOR each inform the other promptly in writing of any unauthorized use and/or suspected alleged infringement by a third party of the INTELLECTUAL PROPERTY. Such notification shall include, without limitation, immediately forwarding to LICENSOR Patent Rights in the Field of Use within the scope of this Agreement and of any and all documents relating to any such unauthorized use or suspected infringement and providing LICENSOR with any and all facts and circumstances relating to such unauthorized use or suspected infringementavailable evidence thereof. 14.02 LICENSOR B. During the Term of this Agreement, CMCC shall have the primaryright, and in the first instance solebut shall not be obligated, right to institute a suit for infringement, unfair competition or other action with respect to any unauthorized use or suspected infringement. LICENSOR shall have the sole discretion to determine how to handle or otherwise deal with any infringement or unauthorized use of the INTELLECTUAL PROPERTY, including the right to settle or otherwise compromise any dispute or suit, and shall promptly notify LICENSEE of its decision. LICENSOR shall have no duty to initiate such litigation if, in its sole judgment, such litigation is not warranted or is not in its best interests. 14.03 LICENSEE may join and be represented in, prosecute at its own expense any infringement of the Patent Rights and, in furtherance of such right, Licensee hereby agrees that CMCC may include Licensee as a party plaintiff in any such suit, without expense to Licensee. The total cost of any such infringement action commenced or defended solely by CMCC shall be borne by CMCC. CMCC shall keep any recovery or damages for past infringement derived therefrom. C. If within [**] months after having been notified of any alleged infringement, CMCC shall have been unsuccessful in persuading the alleged infringer to desist and shall not have brought and shall not be diligently prosecuting an infringement action, or if CMCC shall notify Licensee of its intention not to bring suit against any alleged infringer then, Licensee shall have the right, but shall not be obligated, to prosecute at its own counselexpense any infringement of the Patent Rights, provided, however, that such right to bring such an infringement action shall remain in effect only for so long as the license granted hereunder remains exclusive. No settlement, consent judgment or other voluntary final disposition of the suit may be entered into without the consent of CMCC, which consent shall not be unreasonably withheld. Licensee shall indemnify CMCC against any proceeding order for costs that may be made against CMCC in such proceedings. D. In the event Licensee shall undertake the enforcement and/or defense of the Patent Rights by litigation pursuant to paragraph C of this section, Licensee may withhold up to [**] percent ([**]%) of the payments otherwise thereafter due to CMCC under Article IV above and apply the same toward reimbursement of up to [**] percent ([**]%) of Licensee's expenses, including reasonable attorney's fees, in connection therewith. Any recovery of damages by Licensee for each such suit shall be applied first in satisfaction of any unreimbursed expenses and legal fees of CMCC and Licensee relating to such suit and next toward reimbursement of CMCC for any unauthorized use payments under Article IV past due or suspected infringement withheld and applied pursuant to prove this Article VII. The balance remaining from any such recovery shall be divided equally between Licensee and CMCC. E. In the event that a declaratory judgment action alleging invalidity or noninfringement of any of the Patent Rights shall be brought against Licensee, CMCC, at its option, shall have the right, within [**] days after commencement of such action, to intervene and participate in the defense of the action at its own interestsexpense. 14.04 LICENSEE agrees that it shallF. In any infringement suit which either party may institute to enforce the Patent Rights pursuant to this Agreement, at all times, reasonably the other party hereto shall cooperate with LICENSOR and its counsel, in all respectsreasonable respects and, with respect to any unauthorized use or suspected or alleged infringement at LICENSOR's expensethe extent reasonably possible, including, but not limited to, having LICENSEE's principals, directors, employees, officers and/or agents testify, have its employees testify when requested and making make available any relevant records, papers, information, specimens samples, specimens, and the like when requested by LICENSORlike. 14.05 G. Licensee shall during the exclusive period of this Agreement have the sole right subject to the terms and conditions hereof to sublicense any alleged infringer for future use of the Patent Rights to the extent licensed by this Agreement. Any damages and/or recovery received pursuant upfront fees paid to Licensee as part of such litigation or settlement or compromise a sublicense shall be the sole shared between Licensee and exclusive property of LICENSORCMCC as they were receivables under this Agreement. 14.06 If LICENSOR decides, in its discretion, not to take any action with respect to an unauthorized use or suspected infringement, then LICENSEE may, at its own option and sole expense, take such action on its own behalf as it deems appropriate and any damages, recovery, settlement or compromise obtained thereby shall be for the account of LICENSEE.

Infringement. 14.01 LICENSEE 13.1 ECHOMAIL shall immediately notify LICENSOR defend, indemnify and hold harmless CUSTOMER from all costs, expenses, damages, suits and other proceedings incurred by CUSTOMER, its officers, directors, employees or agents in connection with any claim that the Licensed Software infringes any patent, copyright, trade secret or other proprietary rights of any unauthorized use and/or suspected infringement third party, provided that (a) CUSTOMER promptly informs ECHOMAIL of the INTELLECTUAL PROPERTY. Such notification shall include, without limitation, immediately forwarding to LICENSOR any and all documents relating to any such unauthorized use or suspected infringement action, and (b) CUSTOMER furnishes to ECHOMAIL all information and providing LICENSOR with any and all facts and circumstances relating assistance in connection therewith which may be reasonably requested by ECHOMAIL from time to such unauthorized use or suspected infringement. 14.02 LICENSOR shall have the primary, and in the first instance sole, right to institute a suit for infringement, unfair competition or other action with respect to any unauthorized use or suspected infringementtime. LICENSOR ECHOMAIL shall have the sole discretion right to determine how to handle settle, defend, or otherwise deal with handle any infringement or unauthorized such claim. In the event the use of the INTELLECTUAL PROPERTYany Licensed Software is enjoined, including ECHOMAIL shall, at its option, either (a) procure for CUSTOMER the right to settle continue to use such Licensed Software, (b) replace or otherwise compromise any dispute modify the same to make it non-infringing, or suit(c) terminate the license to such Licensed Software and provide a pro rata refund to CUSTOMER of all amounts paid by CUSTOMER for the allegedly infringing Licensed Software to ECHOMAIL hereunder, and shall promptly notify LICENSEE based upon a five (5) year life of its decision. LICENSOR shall have no duty to initiate such litigation if, in its sole judgment, such litigation is not warranted or is not in its best interestsLicensed Software. 14.03 LICENSEE may join and 13.2 ECHOMAIL’S obligations under this Section 13.0 shall be represented inonly for the benefit of CUSTOMER. ECHOMAIL shall not be obligated to defend or to be liable under this Section 13.0 to the extent the infringement asserted arises out of (a) compliance with specification originating with CUSTOMER, at its own expense by its own counsel, any proceeding relating to any unauthorized (b) use or suspected combination of Licensed Software with items not provided by ECHOMAIL to the extent such infringement to prove its own interestswould not have occurred but for such use or combination with such other items; (c) use of other than the latest unmodified version of Licensed Software if such infringement would have been avoided by the use of such later version; or (d) modification of Licensed Software other than by ECHOMAIL. 14.04 LICENSEE agrees that it shall, at all times, reasonably cooperate with LICENSOR 13.3 This Section 13.0 states the exclusive remedy of CUSTOMER and its counsel, in all respects, the entire liability of ECHOMAIL with respect to infringement of any unauthorized use patent, copyright, or suspected or alleged infringement at LICENSOR's expense, including, but not limited to, having LICENSEE's principals, directors, employees, officers and/or agents testify, and making available any records, papers, information, specimens and the like when requested other proprietary rights of third parties by LICENSORitems furnished by ECHOMAIL hereunder. 14.05 Any damages and/or recovery received pursuant to such litigation or settlement or compromise shall be the sole and exclusive property of LICENSOR. 14.06 If LICENSOR decides, in its discretion, not to take any action with respect to an unauthorized use or suspected infringement, then LICENSEE may, at its own option and sole expense, take such action on its own behalf as it deems appropriate and any damages, recovery, settlement or compromise obtained thereby shall be for the account of LICENSEE.

Infringement. 14.01 LICENSEE shall immediately (a) Licensee agrees to notify LICENSOR Licensor promptly of any unauthorized use and/or suspected infringement conduct on the part of the INTELLECTUAL PROPERTY. Such notification shall include, without limitation, immediately forwarding third parties that it deems to LICENSOR any and all documents relating to any such unauthorized use or suspected infringement and providing LICENSOR with any and all facts and circumstances relating to such unauthorized use or suspected infringement. 14.02 LICENSOR shall have the primary, and in the first instance sole, right to institute be a suit for potential infringement, violation or an act of unfair competition or dilution of the Licensed Marks. (b) In such event, Licensor will have the first right, in its sole discretion and at its expense, to take whatever action it deems commercially appropriate to stop such infringement, including the bringing of an action for infringement or dilution of the Licensed Marks or for unfair competition with respect thereto. Licensor will exclusively control the prosecution or settlement of any such action and will bring such action in the name of Licensor only or in the name of both Licensor and Licensee. Licensee agrees, at Licensor's expense, to cooperate with Licensor in any such action and provide Licensor with all information and materials requested by Licensor. Licensor will have the right to retain any monetary proceeds, damages and other relief awarded in any such action or settlement thereof. (c) If Licensor notifies Licensee in writing that it is not taking any such action (such notice to be provided within 30 days of Licensor's receipt of Licensee's notice) or if Licensor fails to commence to take appropriate action to stop such infringement within 30 days of Licensor's receipt of Licensee's notice, which would have a material adverse effect on Licensee's use of the Licensed Marks, then and only then will Licensee have the right, at its expense, following prior written notice to Licensor, to take whatever action is necessary to stop such infringement, including the bringing of an action for infringement or dilution of the Licensed Marks or for unfair competition with respect thereto. In such event, Licensee will exclusively control the prosecution or settlement of any such action and will bring such action in the name of both Licensor and Licensee. Licensor agrees, at Licensee's expense, to cooperate with Licensee in any such action and provide Licensee with all information and materials requested by Licensee. Licensee will have the right to retain any monetary proceeds, damages and other relief awarded in any such action or settlement thereof, except with respect to any unauthorized use assignment or suspected infringement. LICENSOR shall have the sole discretion to determine how to handle license of trademark or otherwise deal other intellectual property rights which will be made only with any infringement or unauthorized use of the INTELLECTUAL PROPERTY, including the right to settle or otherwise compromise any dispute or suit, and shall promptly notify LICENSEE of its decision. LICENSOR shall have no duty to initiate such litigation if, in its sole judgment, such litigation is not warranted or is not in its best interestsLicensor. 14.03 LICENSEE may join and be represented in, at its own expense by its own counsel, any proceeding relating to any unauthorized use or suspected infringement to prove its own interests. 14.04 LICENSEE agrees that it shall, at all times, reasonably cooperate with LICENSOR and its counsel, in all respects, with respect to any unauthorized use or suspected or alleged infringement at LICENSOR's expense, including, but not limited to, having LICENSEE's principals, directors, employees, officers and/or agents testify, and making available any records, papers, information, specimens and the like when requested by LICENSOR. 14.05 Any damages and/or recovery received pursuant to such litigation or settlement or compromise shall be the sole and exclusive property of LICENSOR. 14.06 If LICENSOR decides, in its discretion, not to take any action with respect to an unauthorized use or suspected infringement, then LICENSEE may, at its own option and sole expense, take such action on its own behalf as it deems appropriate and any damages, recovery, settlement or compromise obtained thereby shall be for the account of LICENSEE.

Infringement. 14.01 LICENSEE 8.1. [COMPANY shall immediately promptly notify LICENSOR, and LICENSOR shall promptly notify COMPANY, of any unauthorized use and/or suspected infringement of any Licensed Patents. During the INTELLECTUAL PROPERTYterm of this Agreement, LICENSOR and COMPANY shall have the right to institute an action for infringement of the Licensed Patents against a third party in accordance with the following: COMPANY shall have the first right to enforce any Licensed Patents against such infringer, including defending any declaratory judgment action brought against it alleging the invalidity of a Licensed Patent, and shall bear the entire cost of such action. Such notification It is LICENSOR’s intention that COMPANY be able to prosecute an alleged infringement without including LICENSOR as a party to the litigation, should LICENSOR choose at its discretion not to be a party to the litigation, and as such herein grants COMPANY the rights in Licensed Patents to ▇▇▇ an infringer alone. Should LICENSOR choose not to join in such action, to the extent necessary for standing purposes, upon COMPANY’s request, LICENSOR shall includeassign to LICENSEE only such rights to the applicable Licensed Patent that may be necessary to permit COMPANY to initiate or prosecute such action without LICENSOR, provided that COMPANY shall be responsible for all reasonable attorneys fees and costs associated with LICENSOR’s participation in such suit. COMPANY shall reimburse LICENSOR for any costs incurred, including reasonable attorneys’ fees, as part of any action brought by COMPANY. COMPANY shall not enter into any settlement agreement, voluntary dismissal, consent judgment or other voluntary final disposition in any action regarding the Licensed Patents, including, without limitation, immediately forwarding any settlement of a claim relating to the scope, validity or enforceability of any Licensed Patent, without the express written consent of LICENSOR, such consent not to be unreasonably withheld or delayed. Any recovery or settlement received for punitive or exemplary damages based on a claim where COMPANY has borne the entire cost of such action shall be retained by COMPANY. If LICENSOR has joined in such action, then any other recovery or settlement received, including compensatory damages or damages based on a loss of revenues which exceed the out-of-pocket costs and expenses incurred by COMPANY and LICENSOR ( hereinafter “Net Recovery”), shall be deemed to be the proceeds of Sales of Licensed Products in the fiscal quarter received by COMPANY and COMPANY shall pay to LICENSOR any and all documents relating to any an amount representing the royalty which would have been paid by COMPANY in accordance with the provisions of Article 4 had such unauthorized use or suspected infringement and providing LICENSOR with any and all facts and circumstances relating to such unauthorized use or suspected infringement. 14.02 LICENSOR shall have the primary, and in the first instance sole, right to Net Recovery been accrued by COMPANY as Sales. If COMPANY does not institute a suit for an action against an infringer within ninety (90) days of receipt of notice of infringement, unfair competition or other action with respect LICENSOR may, upon thirty (30) days written notice to any unauthorized use or suspected infringement. LICENSOR shall have the sole discretion to determine how to handle or otherwise deal with any infringement or unauthorized use of the INTELLECTUAL PROPERTYCOMPANY, including the right to settle or otherwise compromise any dispute or suit, and shall promptly notify LICENSEE of its decision. LICENSOR shall have no duty to initiate institute such litigation ifaction, in its sole judgment, such litigation is not warranted or is not in its best interests. 14.03 LICENSEE may join and be represented in, at its own expense by its own counsel, any proceeding relating to any unauthorized use or suspected infringement to prove its own interests. 14.04 LICENSEE agrees that it shall, at all times, which case COMPANY shall reasonably cooperate with LICENSOR and its counsel, in all respects, with respect to any unauthorized use or suspected or alleged infringement at LICENSOR's expense, including, but not limited to, having LICENSEE's principals, directors, employees, officers and/or agents testify, and making available any records, papers, information, specimens and the like when requested by LICENSOR. 14.05 Any damages and/or recovery received pursuant such effort including being joined as a party to such litigation or settlement or compromise action if necessary. LICENSOR shall be entitled to retain all damages or costs awarded in such action. Should either LICENSOR or COMPANY be a party to a suit under the sole provisions of this Article and exclusive property of LICENSOR. 14.06 If LICENSOR decidesthereafter elect to abandon such suit, in its discretion, not the abandoning party shall give timely notice to take any action with respect to an unauthorized use or suspected infringement, then LICENSEE the other party who may, at its own option and sole expenseif it so desires, take continue prosecution of such action on its own behalf as it deems appropriate suit, provided that the sharing of expenses and any damages, recovery, settlement or compromise obtained thereby recovery in such suit shall be for the account of LICENSEEas agreed upon between LICENSOR and COMPANY.

Infringement. 14.01 LICENSEE (a) Each Party shall immediately notify LICENSOR promptly report in writing to the other Party during the term of this Agreement any unauthorized use and/or (i) known infringement or suspected infringement of any of the INTELLECTUAL PROPERTY. Such notification shall includeAmano Patent Rights or the Joint Patent Rights, without limitation, immediately forwarding to LICENSOR any and all documents relating to any such or (ii) unauthorized use or misappropriation of Amano Know-How or Joint Know-How by a third party of which it becomes aware, and shall provide the other Party with all available evidence supporting said infringement, suspected infringement and providing LICENSOR with any and all facts and circumstances relating to such or unauthorized use or suspected infringementmisappropriation. 14.02 LICENSOR (b) Except as provided in subsection (d) below, Altus shall have the primaryright to initiate an infringement or other appropriate suit anywhere in the world against any third party who at any time has infringed, or is suspected of infringing, any of the Amano Patent Rights or joint Patent Rights or of using without proper authorization all or any portion of the Amano Know-How or the Joint Know-How in connection with the making, using or sale of products that compete with the Product. Altus shall give Amano sufficient advance notice of its intent to file said suit and the reasons therefor, and in shall provide Amano with an opportunity to make suggestions and comments regarding such suit. Altus shall keep Amano promptly informed, and shall from time to time consult with Amano regarding the first instance solestatus of any such suit and shall provide Amano with copies of all documents filed in, right to institute a suit for infringementand all written communications relating to, unfair competition or other action with respect to any unauthorized use or suspected infringement. LICENSOR such suit. (c) Altus shall have the sole discretion and exclusive right to determine how select counsel for any suit referred to handle or otherwise deal with any infringement or unauthorized use in subsection (b) above and shall pay all expenses of the INTELLECTUAL PROPERTYsuit, including without limitation attorneys’ fees and court costs. Altus and/or its Affiliates shall be entitled to retain [*****]% of any damages, royalties, settlement fees or other consideration for past infringement resulting therefrom, and Amano shall be entitled to receive [*****]% of any such damages, royalties, settlement fees or other consideration. If necessary, Amano shall join as a party to the suit but shall be under no obligation to participate except to the extent that such participation is required as the result of being a named party to the suit. Amano shall offer reasonable assistance to Altus in connection therewith at no charge to Altus except for reimbursement of reasonable out-of-pocket expenses incurred in rendering such assistance. Amano shall have the right to participate and be represented in any such suit by its own counsel at its own expense. Altus shall not settle any such suit involving rights of Amano without obtaining the prior written consent of Amano, which consent shall not be unreasonably withheld. (d) In the event that Altus elects not to initiate an infringement or otherwise compromise any dispute or other appropriate suit pursuant to subsection (b) above, Altus shall promptly advise Amano of its intent not to initiate such suit, and shall promptly notify LICENSEE of its decision. LICENSOR Amano shall have no duty to initiate such litigation ifthe right, in its sole judgmentat the expense of Amano, such litigation is not warranted of initiating an infringement or other appropriate suit against any third party who at any time has infringed, or is not in its best interests. 14.03 LICENSEE may join and be represented in, at its own expense by its own counselsuspected of infringing, any proceeding relating to of the Amano Patent Rights or Joint Patent Rights or of using without proper authorization all or any unauthorized use portion of the Amano Know-How or suspected infringement to prove Joint Know-How in connection with the making, using or sale of products that compete with the Product. In exercising its own interests. 14.04 LICENSEE agrees that it shall, at all times, reasonably cooperate with LICENSOR and its counsel, in all respects, with respect to any unauthorized use or suspected or alleged infringement at LICENSOR's expense, including, but not limited to, having LICENSEE's principals, directors, employees, officers and/or agents testify, and making available any records, papers, information, specimens and the like when requested by LICENSOR. 14.05 Any damages and/or recovery received rights pursuant to such litigation or settlement or compromise this subsection (d), Amano shall be have the sole and exclusive property right to select counsel and shall, except as provided below, pay all expenses of LICENSOR. 14.06 the suit including without limitation attorneys’ fees and court costs. Amano shall be entitled to [*****] its [*****] from any damages, royalties, settlement fees or other consideration for [*****] resulting therefrom, and thereafter Altus and/or its Affiliates shall be entitled to retain [*****]% of any remaining damages, royalties, settlement fees or other consideration, and Amano shall be entitled to receive [*****]% of any remaining damages, royalties, settlement fees or other consideration. If LICENSOR decidesnecessary, Altus shall join as a party to the suit but shall be under no obligation to participate except to the extent that such participation is required as a result of being a named party to the suit. At Amano’s request, Altus shall offer reasonable assistance to Amano in connection therewith at no charge to Amano except for reimbursement of reasonable out-of-pocket expenses incurred in rendering such assistance. Altus shall have the right to participate and be represented in any such suit by its discretion, not to take any action with respect to an unauthorized use or suspected infringement, then LICENSEE may, own counsel at its own option and sole expense, take such action on its own behalf as it deems appropriate and any damages, recovery, settlement or compromise obtained thereby shall be for the account of LICENSEE.

Infringement. 14.01 LICENSEE shall immediately 7.1 Licensee agrees to notify LICENSOR Licensor, in writing, of any unauthorized use and/or suspected acts of infringement or violation of the INTELLECTUAL PROPERTY. Such notification shall include, without limitation, Patents immediately forwarding to LICENSOR any and all documents relating to after any such unauthorized use acts are brought to its attention or suspected it has otherwise acquired knowledge thereof. The parties agree to consult with each other as to how to respond to each infringement and providing LICENSOR or violation of the Patents. If the parties jointly conclude that legal action should be taken with any and all facts and circumstances relating respect to such unauthorized use infringement or suspected infringement.violation, Licensor and Licensee shall promptly and diligently prosecute such action. In such event, each shall pay the following proportion of all costs and expenses and receive the same proportion of all recoveries and awards with respect to said action: Licensor: 5% Licensee: 95% DWDM/POF Licence Agreement Page 7 -------------------------------------------------------------------------------- 14.02 LICENSOR 7.2 In the event Licensee advises Licensor that it will not participate in such legal action, the Licensor shall be free to prosecute such action as Licensor may deem advisable and in that connection, Licensee shall assist Licensor in all reasonable ways and at all reasonable times, and Licensor shall have the primaryright to use the name of Licensee as a party to the proceedings, either solely or jointly with Licensor's own name, provided that Licensor shall pay all costs and expenses and in such an event, Licensor shall be entitled to receive all recoveries and awards in connection with such proceedings. 7.3 In the event Licensor advises Licensee that it will not participate in such legal action, the Licensee shall be free to prosecute such action as Licensee may deem advisable and in that connection, Licensor shall assist Licensee in all reasonable ways and at all reasonable times, and in the first instance sole, right to institute a suit for infringement, unfair competition or other action with respect to any unauthorized use or suspected infringement. LICENSOR Licensee shall have the sole discretion to determine how to handle or otherwise deal with any infringement or unauthorized use of the INTELLECTUAL PROPERTY, including the right to settle use the name of Licensor as a party to the proceedings, either solely or otherwise compromise jointly with Licensee's own name, provided that Licensee shall pay all costs and expenses and in such an event, Licensee shall be entitled to receive all recoveries and awards in connection with such proceedings. 7.4 In the event that any dispute or suit, and action, or other proceeding shall be brought against Licensee involving any claim of patent infringement based upon Licensee's manufacture and/or use, or sale of any Product: 7.4.1 Licensee shall promptly notify LICENSEE send to Licensor a copy of its decision. LICENSOR shall all proceedings which have no duty to initiate been served in such litigation ifsuit, action or other proceeding; 7.4.2 in its sole judgmentthe defence of any such claim, such litigation is not warranted or is not in its best interests. 14.03 LICENSEE may join and be represented in, at its own expense by its own counsel, any proceeding relating to any unauthorized use or suspected infringement to prove its own interests. 14.04 LICENSEE agrees that it shall, at all times, reasonably Licensor will cooperate fully with LICENSOR and its counsel, in all respects, with respect to any unauthorized use or suspected or alleged infringement at LICENSOR's expense, including, but not limited to, having LICENSEE's principals, directors, employees, officers and/or agents testifyLicensee, and making will, from time to time, make available any to Licensee all relevant records, papers, information, samples, specimens and other similar material; 7.4.3 should such suit, action or other proceeding relate to any Product produced, sold or distributed by Licensee or method used by any user thereof embodying or using the like when requested by LICENSORPatents or the Know-How and should independent patent counsel acceptable to Licensor and to Licensee be of the opinion that such Product or method constitute a clear infringement of one or more of the claims mentioned in such suit, action or other proceeding which has not been settled to the full exoneration of Licensee six (6) months after the date of service thereof upon the Licensee, Licensee shall have, as its sole recourse, the right to terminate this Agreement upon written notice to Licensor. 14.05 Any damages and/or recovery received pursuant to such litigation or settlement or compromise shall be the sole 7.5 Licensee and exclusive property of LICENSOR. 14.06 If LICENSOR decides, in its discretion, Licensor agree not to take contest the ownership or validity of the Patents either directly or indirectly in any action with respect to an unauthorized use or suspected infringement, then LICENSEE may, at its own option and sole expense, take such action on its own behalf as it deems appropriate and any damages, recovery, settlement or compromise obtained thereby shall be for the account of LICENSEE.way whatsoever. DWDM/POF Licence Agreement Page 8 --------------------------------------------------------------------------------

Infringement. 14.01 7.1 LICENSEE shall immediately notify LICENSOR inform CMCC promptly in writing of any unauthorized use and/or suspected alleged infringement of the INTELLECTUAL PROPERTY. Such notification shall include, without limitation, immediately forwarding to LICENSOR Patent Rights by a third party and of any and all documents relating to any such unauthorized use or suspected infringement and providing LICENSOR with any and all facts and circumstances relating to such unauthorized use or suspected infringementavailable evidence thereof. 14.02 LICENSOR 7.2 During the term of this Agreement, LICENSEE shall have the primaryright, and in the first instance solebut shall not be obligated, right to institute a suit for infringement, unfair competition or other action with respect to any unauthorized use or suspected infringement. LICENSOR shall have the sole discretion to determine how to handle or otherwise deal with any infringement or unauthorized use of the INTELLECTUAL PROPERTY, including the right to settle or otherwise compromise any dispute or suit, and shall promptly notify LICENSEE of its decision. LICENSOR shall have no duty to initiate such litigation if, in its sole judgment, such litigation is not warranted or is not in its best interests. 14.03 LICENSEE may join and be represented in, prosecute at its own expense any such infringements of the Patent Rights and, in furtherance of such right, CMCC hereby agrees that LICENSEE may join CMCC as a party plaintiff in any such suit, without expense to LICENSEE. The total cost of any such infringement action commenced or defended solely by LICENSEE shall be borne by LICENSEE and LICENSEE shall keep any recovery or damages for past infringement derived therefrom. 7.3 If within six (6) months after having been notified of any alleged infringement, LICENSEE shall have been unsuccessful in persuading the alleged infringer to desist and shall not have brought and shall not be diligently prosecuting an infringement action, or if LICENSEE shall notify CMCC at any time prior thereto of its intention not to bring suit against any alleged infringer, then, and in those events only, CMCC shall have the right, but shall not be obligated, to prosecute at its own counselexpense any infringement of the Patent Rights. No settlement, consent judgment of other voluntary final disposition of the suit may be entered into without the consent of the party not bringing the suit, which consent shall not unreasonably be withheld. 7.4 In the event that LICENSEE shall undertake the enforcement and/or defense of the Patent Rights by litigation, LICENSEE may withhold up to fifty percent (50%) of the royalties otherwise thereafter due CMCC hereunder and apply the same toward reimbursement of its expenses, including reasonable attorneys, fees, in connection therewith. Any recovery of damages by LICENSEE for any proceeding such suit shall be applied first in satisfaction of any unreimbursed expenses and legal fees of LICENSEE relating to the suit, next toward reimbursement of CMCC for any unauthorized use royalties past due or suspected withheld and applied pursuant to this Article VII, and to royalties due to CMCC for infringing sales as if sales had been made by LICENSEE. The balance remaining from any such recovery shall belong to LICENSEE. 7.5 In the event that a declaratory judgment action alleging invalidity or non-infringement of any of the Patent Rights shall be brought against LICENSEE, CMCC, at its option, shall have the right, within thirty (30) days after commencement of such action, to prove intervene and take over the sole defense of the action at its own interestsexpense. 14.04 LICENSEE agrees that it 7.6 In any infringement suit as either party may institute to enforce the Patent Rights pursuant to this Agreement, the other party hereto shall, at all timesthe request and the expense of the party initiating such suit, reasonably cooperate with LICENSOR and its counsel, in all respectsrespects and, with respect to any unauthorized use or suspected or alleged infringement at LICENSOR's expensethe extent possible, including, but not limited to, having LICENSEE's principals, directors, employees, officers and/or agents testify, have its employees testify when requested and making make available any relevant records, papers, information, specimens samples, specimens, and the like when requested by LICENSORlike. 14.05 Any damages and/or recovery received pursuant to such litigation or settlement or compromise 7.7 LICENSEE, during the period of this Agreement, shall be have the sole right in accordance with the terms and exclusive property of LICENSOR. 14.06 If LICENSOR decides, in its discretion, not conditions herein to take sublicense any action with respect to an unauthorized use or suspected infringement, then LICENSEE may, at its own option and sole expense, take such action on its own behalf as it deems appropriate and any damages, recovery, settlement or compromise obtained thereby shall be alleged infringer for the account Field of LICENSEEUse for future use of the Patent Rights.

Infringement. 14.01 LICENSEE shall immediately notify LICENSOR of any unauthorized use and/or suspected infringement of the INTELLECTUAL PROPERTY. Such notification shall include, without limitation, immediately forwarding to LICENSOR any and all documents relating to any such unauthorized use or suspected 7.1 GENERAL will protect its PATENT RIGHTS from infringement and providing LICENSOR with any and all facts and circumstances relating to such unauthorized use or suspected infringement. 14.02 LICENSOR shall have the primary, and in the first instance sole, right to institute a suit for infringement, unfair competition or other action with respect to any unauthorized use or suspected infringement. LICENSOR shall have the sole discretion to determine how to handle or otherwise deal with any infringement or unauthorized use of the INTELLECTUAL PROPERTY, including the right to settle or otherwise compromise any dispute or suit, and shall promptly notify LICENSEE of its decision. LICENSOR shall have no duty to initiate such litigation ifprosecute infringers when, in its sole judgment, such litigation action may be reasonably necessary, proper and justified; and no provision of this Agreement shall obligate GENERAL to take any such action. 7.2 If GENERAL shall be notified of a claim of infringement of any PATENT RIGHTS or shall be provided with evidence of a likelihood of infringement of any PATENT RIGHTS or shall otherwise be advised in writing, sent or coming to the attention of its President or General Counsel, of a possible infringement of any PATENT RIGHTS, GENERAL shall promptly give notice to COMPANY of such claim, likely infringement or possible infringement and provide to COMPANY copies of any notice of claim described above and other materials received by GENERAL in connection therewith. 7.3 With respect to the infringement or alleged infringement of any PATENT RIGHTS in any field of use the grant of license with respect to which is not warranted exclusive to COMPANY, COMPANY shall have no right to prosecute any infringement or is not alleged infringement in its best interestssuch field of use. If COMPANY shall participate in any such prosecution at the request of GENERAL, GENERAL shall apply any proceeds of such prosecution payable to GENERAL, including any settlement payments, first to the payment of the costs and expenses incurred by GENERAL and COMPANY and any other licensees of GENERAL, if any, in connection with such prosecution, and COMPANY shall have no rights to any portion of the remainder of such proceeds. 14.03 LICENSEE 7.4 With respect to the infringement or alleged infringement of any PATENT RIGHTS in any field of use the grant of license with respect to which is exclusive to COMPANY: (a) GENERAL shall have the first right (but not the obligation) to prosecute any such infringement or alleged infringement, either as a plaintiff or a defendant asserting a counterclaim of infringement. If GENERAL shall elect to so prosecute such infringement or alleged infringement, COMPANY shall have the right to join in such proceeding, as a co-plaintiff or otherwise. Proceeds of such prosecution, including any settlement payments, shall be applied as follows: (i) any amounts awarded or paid for legal fees and expenses shall be shared pro rata by GENERAL and COMPANY based on the legal fees and expenses incurred by them; (ii) any legal fees and expenses not reimbursed pursuant to clause (i) shall be satisfied first from any exemplary damages awarded or paid, and second from any other amounts awarded or paid in settlement; (iii) any remaining award or amount designated as damages on account of lost sales, profits or other damages of COMPANY or its AFFILIATES shall be deemed to constitute NET SALES that were earned, on the date of receipt thereof, and shall be divided between COMPANY and GENERAL accordingly; (iv) any amount designated as reasonable royalties that constitute damages of COMPANY shall be divided between COMPANY and GENERAL based upon the royalties each would have been entitled to receive pursuant to this Agreement had such royalties been collected from a SUBLICENSEE; and (v) any remaining exemplary damages shall be apportioned ****% to GENERAL and ****% to COMPANY. Any settlement of such prosecution shall be approved by both COMPANY and GENERAL, and neither approval shall be unreasonably withheld or delayed. If GENERAL shall desire to abandon such prosecution, it shall so notify COMPANY. COMPANY shall have the right to continue such prosecution pursuant to the following Paragraph 7.4(b), and GENERAL will take any necessary or appropriate (in the reasonable judgment of COMPANY) action to enable COMPANY to do so, including remaining as a party plaintiff or defendant. (b) If GENERAL shall (i) not commence an action to prosecute such infringement or alleged infringement within 90 days of its receipt of the notice, evidence or written advice referred to in Paragraph 7.2, (ii) not commence an action to prosecute such infringement or alleged infringement within thirty (30) days after COMPANY has made a demand to seek injunctive relief with respect to such infringement or alleged infringement, or (iii) determine not to continue with any such prosecution described above, COMPANY shall have the right (but not the obligation) to prosecute such infringement or alleged infringement. Proceeds of such prosecution by COMPANY, including any settlement payments, shall be applied as provided in Paragraph 7.4(a), except that any award of exemplary damages shall be applied ****% to GENERAL and ****% to COMPANY. Any settlement of such prosecution shall be approved by both COMPANY and GENERAL, and neither approval shall be unreasonably withheld or delayed. 7.5 For the purpose of any proceedings referred to in this Article 7 (including, without limitation, any proceedings being commenced by COMPANY), GENERAL and COMPANY shall permit the use of their names and shall execute such documents and carry out such other acts and otherwise fully cooperate as may join be necessary to enable such proceedings to be maintained by the party choosing to do so, including, in the case of GENERAL, joining as co-plaintiff or co-defendant in such proceedings at the request of COMPANY. GENERAL and COMPANY shall also cooperate in all respects to enable parties participating in such proceedings to investigate, conduct discovery and develop and present evidence and testimony in such proceedings. The party initiating or carrying on such legal proceedings shall keep the other party informed of the progress of such proceedings and said other party shall be represented in, entitled to counsel in such proceedings but at its own expense expense, said expenses to be set off against any damages as provided herein. The party that institutes any suit to protect or enforce a PATENT RIGHT shall bear the reasonable expenses (excluding legal fees) incurred by its own counselsaid other party in providing such assistance and cooperation as is requested pursuant to this Article 7. 7.6 Notwithstanding any other provision hereof, if GENERAL or COMPANY is a plaintiff or defendant in any proceeding relating in which the validity of one or more PATENT RIGHTS shall be or become at issue, COMPANY and GENERAL shall each have the right to join in such proceeding to defend the validity of such PATENT RIGHTS; and GENERAL shall join in any unauthorized use such proceeding at the request of COMPANY as necessary for COMPANY to have the standing to bring or suspected maintain an claim in such proceeding. Both GENERAL and COMPANY shall have the right to be reimbursed for any costs and expenses, reasonably incurred by it in connection with such proceeding from any proceeds, including any settlement payments, recovered in such proceeding, all of which shall be applied in accordance with Paragraph 7.4(a). GENERAL and COMPANY shall cooperate in all respects in any such proceeding, and neither shall have the right to implement a decision adversely affecting any PATENT RIGHTS without the consent of the other, which consent shall not be unreasonably withheld or delayed. COMPANY shall not enter into any settlement, consent judgment or other voluntary final disposition of any infringement to prove its own interestsaction without the prior written consent of GENERAL, which consent shall not be unreasonably withheld or delayed. 14.04 LICENSEE agrees that it shall7.7 If COMPANY or any of its AFFILIATES or SUBLICENSEES or any other person having the right to make, at all timeshave made, reasonably cooperate with LICENSOR offer for sale, sell, or import shall be alleged, by reason of its exercise of any PATENT RIGHTS exclusive to COMPANY in a specified field of use, to be infringing any intellectual property rights of another, COMPANY shall notify GENERAL thereof and its counsel, in all respects, with respect to any unauthorized use or suspected or alleged infringement at LICENSOR's expense, includingshall have the right, but not limited tothe obligation, having LICENSEE's principals, directors, employees, officers and/or agents testify, to control the defense of any proceeding based on such allegation; and making available any records, papers, information, specimens and the like when requested by LICENSORGENERAL will cooperate in all respects with such defense. 14.05 Any damages and/or recovery received pursuant 7.8 If any provision of this Article 7 shall require the payment of interest, the amount of interest to such litigation or settlement or compromise be so paid shall be determined using the sole and exclusive property rate of LICENSORinterest calculated as described in Paragraph 5.10. 14.06 If LICENSOR decides, in its discretion, not to take any action with respect to an unauthorized use or suspected infringement, then LICENSEE may, at its own option and sole expense, take such action on its own behalf as it deems appropriate and any damages, recovery, settlement or compromise obtained thereby shall be for the account of LICENSEE.

Infringement. 14.01 LICENSEE shall immediately Each party agrees upon its learning thereof to notify LICENSOR the other party promptly in writing of any unauthorized use and/or suspected potential infringement of the INTELLECTUAL PROPERTYLicensed Trademarks, ALZ Identifiers, or Ancillary IP, or imitation or counterfeiting of Licensed Products in the Territory, of any use by any person of a trademark confusingly similar to the Licensed Trademarks for goods in International Class 3 and/or goods and services related thereto, or of any applications or registrations for the Licensed Trademarks or Ancillary IP or marks confusingly similar to the Licensed Trademarks within the Territory for use on goods in International Class 3 and/or goods and services related thereto, or of any suit or proceeding or action of unfair competition involving the Licensed Trademarks or Ancillary IP in the Territory in connection with goods in International Class 3 and goods and/or services related thereto. Such notification Aerin LLC thereupon shall includeat its sole discretion and at its sole expense take such action as it deems advisable for the protection of its rights in and to the Licensed Trademarks, ALZ Identifiers, Ancillary IP, and Licensed Products and, if requested to do so by Aerin LLC, EL shall, at Aerin LLC’s expense, provide reasonable assistance to Aerin LLC in all respects, including, without limitation, immediately forwarding by being a plaintiff or co-plaintiff in any one or more lawsuits in connection therewith and by causing its officers to LICENSOR execute pleadings and other related documents. The institution and conduct of litigation, the selection of attorneys and the settlement of litigation and claims affecting the Licensed Trademarks, ALZ Identifiers, and Ancillary IP in the Territory shall be entirely within the discretion of Aerin LLC and under Aerin LLC’s control. In no event, however, will Aerin LLC be required to take any action if it deems it inadvisable to do so. EL, may in its discretion, participate in litigation brought by Aerin LLC. All costs and all documents relating to expenses, including reasonable legal fees incurred in connection with any such unauthorized use or suspected infringement and providing LICENSOR with any and all facts and circumstances relating to such unauthorized use or suspected infringement. 14.02 LICENSOR suits in which both parties voluntarily participate (it being agreed that the parties, where practical shall have share attorneys), shall be borne equally by the primaryparties, and each party’s expenses shall be reimbursed out of any monetary recovery obtained, and the remainder, if any, shall be divided equally between the parties taking into account any further pro rata division that may be required in the first instance sole, right event the suit involves products and services in addition to institute a suit for infringement, unfair competition or other action with respect to any unauthorized use or suspected infringementLicensed Products. LICENSOR shall have If the sole discretion to determine how to handle or otherwise deal with any infringement or unauthorized use of the INTELLECTUAL PROPERTY, including the right to settle or otherwise compromise any dispute or suit, and shall promptly notify LICENSEE of its decision. LICENSOR shall have no duty to initiate such litigation if, in its sole judgment, such litigation monetary recovery obtained is not warranted sufficient to fully reimburse both parties, the parties’ expenses shall be reimbursed on a pro rata basis out of such monetary recovery, taking into account any further pro rata division that may be required in the event the suit involves products and services in addition to Licensed Products. If EL does not participate, Aerin LLC may bring such action or is not in its best interests. 14.03 LICENSEE may join and be represented in, suit at its own expense by and shall keep any recovery therefrom. If Aerin LLC decides not to bring any action or suit, EL may (subject to EXECUTION COPY Aerin LLC’s reasonable objection) bring such action or suit at its own counselexpense and shall keep any recovery therefrom. If requested to do so by EL, any proceeding relating to any unauthorized use or suspected infringement to prove its own interests. 14.04 LICENSEE agrees that it Aerin LLC shall, at all timesEL’s expense, reasonably cooperate with LICENSOR and its counsel, provide reasonable assistance to EL in all respects, with respect to any unauthorized use or suspected or alleged infringement at LICENSOR's expense, including, but not limited towithout limitation, having LICENSEE's principals, directors, employees, by being a plaintiff or co-plaintiff in any one or more lawsuits in connection therewith and by causing its officers and/or agents testify, to execute pleadings and making available any records, papers, information, specimens and the like when requested by LICENSORother related documents. 14.05 Any damages and/or recovery received pursuant to such litigation or settlement or compromise shall be the sole and exclusive property of LICENSOR. 14.06 If LICENSOR decides, in its discretion, not to take any action with respect to an unauthorized use or suspected infringement, then LICENSEE may, at its own option and sole expense, take such action on its own behalf as it deems appropriate and any damages, recovery, settlement or compromise obtained thereby shall be for the account of LICENSEE.

Infringement. 14.01 LICENSEE A. Licensee and CMCC shall immediately notify LICENSOR each inform the other promptly in writing of any unauthorized use and/or suspected alleged infringement by a third party of the INTELLECTUAL PROPERTY. Such notification shall include, without limitation, immediately forwarding Patent Rights covering the Licensed Products in the Field of Use which comes to LICENSOR their attention and of any and all documents relating to any such unauthorized use or suspected infringement and providing LICENSOR with any and all facts and circumstances relating to such unauthorized use or suspected infringementavailable evidence thereof. 14.02 LICENSOR B. During the term of this Agreement, CMCC shall have the primaryright, and in the first instance solebut shall not be obligated, right to institute a suit for infringement, unfair competition or other action with respect to any unauthorized use or suspected infringement. LICENSOR shall have the sole discretion to determine how to handle or otherwise deal with any infringement or unauthorized use of the INTELLECTUAL PROPERTY, including the right to settle or otherwise compromise any dispute or suit, and shall promptly notify LICENSEE of its decision. LICENSOR shall have no duty to initiate such litigation if, in its sole judgment, such litigation is not warranted or is not in its best interests. 14.03 LICENSEE may join and be represented in, prosecute at its own expense any infringement of the Patent Rights by a third party and, in furtherance of such right, Licensee hereby agrees that CMCC may include Licensee as a party plaintiff in any such suit, without expense to Licensee. In such event, the total cost of any such infringement action commenced solely by CMCC shall be borne by CMCC, (and CMCC shall keep any recovery or damages for past infringement derived therefrom). In the event such infringement relates to use of the Patent Rights in the Field of Use only, no settlement, consent judgment or other voluntary disposition of any such suit may be entered into without the consent of Licensee, which consent shall not be unreasonably withheld or delayed. Licensee shall have ten (10) days from CMCC's notice to consent or to object in writing, stating in reasonable detail the reasons for withholding consent. No response within such period shall be deemed to constitute Licensee's consent. CMCC shall indemnify Licensee against any order for costs that may be made against Licensee in such proceedings. Notwithstanding the foregoing, Licensee may elect at its option to participate in the prosecution of any such infringement action where the alleged infringement is of Licensed Products within the Licensee's Field of Use. If Licensee shall be the only licensee participating in the infringement action, Licensee shall, reimburse [The confidential material contained herein has been omitted and has been separately filed with the commission.] of CMCC's attorneys' fees and expenses. If more than one licensee shall be participating, Licensee shall reimburse [The confidential material contained herein has been omitted and has been separately filed with the commission.] of CMCC's attorneys' fees and expenses, where [The confidential material contained herein has been omitted and has been separately filed with the commission.]. In the event of such participation: (i) no settlement, consent judgment or other voluntary disposition of any such suit may be entered into without the consent of Licensee, which consent shall not be unreasonably withheld or delayed. Licensee shall have ten (10) days from CMCC's notice to consent or to object in writing, stating in reasonable detail the reasons for withholding consent, and no response within such period shall be deemed to constitute Licensee's consent; and (ii) any recovery of damages by CMCC for such suit shall be applied first in satisfaction of any expenses of CMCC and Licensee hereunder, and the balance remaining from any such recovery shall be divided equally between CMCC and Licensee. C. If within three (3) months after having been notified of any alleged infringement of the Patent Rights by a third party, CMCC shall have been unsuccessful in persuading the third party to cease and desist or shall not have brought and shall not be diligently prosecuting an infringement action, or if CMCC notifies Licensee any time prior thereto of its intention not to bring suit against any alleged third party infringer then, and in those events only, Licensee shall have the right, but shall not be obligated, to prosecute at its own counselexpense any infringement of the Patent Rights covering the Licensed Products in the Field of Use, and Licensee may, for such purposes, use the name of CMCC as party plaintiff; provided, however, that such right to bring such an infringement action shall remain in effect only for so long as the license granted hereunder remains exclusive. No settlement, consent judgment or other voluntary final disposition of the suit may be entered into without the consent of CMCC, which consent shall not be unreasonably withheld or delayed. Licensee shall indemnify CMCC against any proceeding order for costs that may be made against CMCC in such proceedings. D. In the event Licensee shall undertake the enforcement of the Patent Rights covering the Licensed Products in the Field of Use by litigation, or in the event that Licensee is required to defend an infringement action instituted against Licensee by a third party, Licensee may withhold up to [The confidential material contained herein has been omitted and has been separately filed with the commission.] of the payments otherwise thereafter due to CMCC under Article IV above and apply the same toward reimbursement of up to [The confidential material contained herein has been omitted and has been separately filed with the commission.] of Licensee's expenses, including reasonable attorneys' fees, in connection therewith. Any recovery of damages by Licensee for such suit shall be applied first in satisfaction of any unreimbursed expenses and legal fees of Licensee relating to such suit and next toward reimbursement of CMCC for any unauthorized use payments under Article IV past due or suspected infringement withheld and applied pursuant to prove this Article VII. The balance remaining from any such recovery shall be divided equally between Licensee and CMCC. E. In the event that a declaratory judgment action alleging invalidity or noninfringement of any of the Patent Rights shall be brought against Licensee, CMCC, at its option, shall have the right, within thirty (30) days after commencement of such action, to intervene and participate in the defense of the action at its own interestsexpense. 14.04 LICENSEE agrees that it shallF. In any infringement suit which either party may institute to enforce the Patent Rights pursuant to this Agreement, or in a suit for patent infringement which is brought by a third party against CMCC or Licensee, which either party or both parties are required to defend, the other party hereto shall at all timesthe request and the expense of the party initiating or defending such suit, reasonably cooperate with LICENSOR and its counsel, in all respectsreasonable respects and, with respect to any unauthorized use or suspected or alleged infringement at LICENSOR's expensethe extent reasonably possible, including, but not limited to, having LICENSEE's principals, directors, employees, officers and/or agents testify, have its employees testify when requested and making make available any relevant records, papers, information, specimens samples, specimens, and the like when requested by LICENSORlike. 14.05 G. Licensee shall, for so long as its license rights to any Licensed Product or Licensed Processes are exclusive hereunder, have the sole right subject to the terms and conditions hereof to sublicense any alleged infringer for future use of the Patent Rights for the Licensed Products in the Field of Use. Any damages and/or recovery received pursuant upfront payment (e.g., fees, royalties on past sales, or other payments) paid to such litigation or Licensee as part of a sublicense agreement made in settlement or compromise of the infringement action shall be the sole shared equally between Licensee and exclusive property of LICENSOR. 14.06 If LICENSOR decides, CMCC. Any royalties for future sales in its discretion, not to take any action with respect to such an unauthorized use or suspected infringement, then LICENSEE may, at its own option and sole expense, take such action on its own behalf as it deems appropriate and any damages, recovery, settlement or compromise obtained thereby agreement shall be for the account of LICENSEEtreated as set forth in Article IV.A., Paragraph 3.

Infringement. 14.01 LICENSEE shall immediately notify LICENSOR If Licensor or Licensee obtain actual knowledge of any unauthorized use and/or suspected infringement or other violation (including, but not limited to, unfair competition and dilution) of the rights in or claimed infringement of the INTELLECTUAL PROPERTY. Such notification Service M▇▇▇ by any third party in the Territory, Licensee or Licensor, as the case may be, shall include, without limitation, immediately forwarding to LICENSOR any and all documents relating to any such unauthorized use or suspected infringement and providing LICENSOR with any and all facts and circumstances relating to such unauthorized use or suspected infringement. 14.02 LICENSOR shall have promptly notify the primaryother, and in the first instance sole, right Licensor and Licensee shall immediately consult as to institute a suit for infringement, unfair competition or other whether and what action should be taken with respect to any unauthorized use or suspected infringement. LICENSOR shall have the sole discretion to determine how to handle or otherwise deal with any infringement or unauthorized use violation or claimed infringement in the Territory. If Licensor decides against taking action, Licensee shall be entitled to take action against the infringement or other violation or claimed infringement or violation in the Territory. Upon the request of the INTELLECTUAL PROPERTYLicensee, including the right Licensor, at no cost to settle or otherwise compromise itself, agrees to be joined as a party, if necessary for bringing such action, provided that Licensee indemnify and hold Licensor harmless from any dispute or suitclaims, liabilities, losses, costs, damages, and shall promptly notify LICENSEE expenses (including attorneys’ fees) that Licensor may incur as a result of its decisionbeing joined as a party to such action. LICENSOR shall have no duty to initiate such litigation if, in its sole judgment, such litigation is not warranted or is not in its best interests. 14.03 LICENSEE may join and be represented inLicensor, at its own expense by its own counselno cost to itself, any proceeding relating and Licensee agree to any unauthorized use or suspected infringement to prove its own interests. 14.04 LICENSEE agrees that it shall, at all times, reasonably cooperate with LICENSOR and its counsel, fully in all respectsaspects of any action, with respect to any unauthorized use suit or suspected or alleged infringement at LICENSOR's expenseproceeding brought by Licensee, including, but not limited to, having LICENSEE's principals, directors, employees, officers and/or agents testifythe execution of necessary documents with regard to the settlement thereof, and making available any recordsincluding, paperswhen necessary and upon reasonable notice, information, specimens for preparation and attendance at trial. Any legal expenses incurred in the like when requested protection of the Service M▇▇▇ in the Territory Initiated by LICENSOR. 14.05 Any damages and/or recovery received pursuant to such litigation or settlement or compromise Licensor shall be borne by Licensor. Any legal expenses incurred in the sole and exclusive property protection of LICENSOR. 14.06 If LICENSOR decides, the Service M▇▇▇ in its discretion, not to take any action with respect to an unauthorized use or suspected infringement, then LICENSEE may, at its own option and sole expense, take such action on its own behalf as it deems appropriate and any damages, recovery, settlement or compromise obtained thereby the Territory initiated by Licensee shall be for the account of LICENSEEborne by Licensee.

Infringement. 14.01 LICENSEE shall immediately notify LICENSOR (a) In the event that Licensee, any of Licensee's Subsidiaries or Licensee's sublicensees becomes aware of any unauthorized use and/or suspected infringement of the INTELLECTUAL PROPERTY. Such notification Licensed Marks in the Territory, or of any uses of confusingly or substantially similar trademarks, service marks, trade names or domain names, on or in connection with the marketing, advertising or provision of similar products or services (each, an "Unauthorized Use"), Licensee shall include, without limitation, immediately forwarding to LICENSOR any and all documents relating to any such unauthorized use or suspected infringement and providing LICENSOR promptly provide Licensor with any and all facts and circumstances relating to such unauthorized use or suspected infringementwritten notice thereof. 14.02 LICENSOR (b) Licensor shall have the primaryright, but not the obligation (except as otherwise expressly provided in this Section 6(b) or in Section 6(c)), to challenge and attempt to eliminate each Unauthorized Use. In the event that Licensor decides to bring an enforcement action, Licensee shall reasonably cooperate (and shall require Licensee's Subsidiaries and Licensee's sublicensees to reasonably cooperate), at Licensor's expense, with Licensor in investigating, prosecuting and settling any enforcement action instituted by Licensor against any Person engaging in an Unauthorized Use. Licensor may bring an action in the first instance sole, right to institute a suit for infringement, unfair competition name of Licensor alone or other action in the name of both Licensor and Licensee (including Licensee's Subsidiaries and Licensee's sublicensees) with respect to any unauthorized use or suspected infringementcounsel of Licensor's choosing but at Licensor's expense. LICENSOR shall have the sole discretion to determine how to handle or otherwise deal with any infringement or unauthorized use of the INTELLECTUAL PROPERTY, including the right to settle or otherwise compromise any dispute or suit, and shall promptly notify LICENSEE of its decision. LICENSOR shall have no duty to initiate such litigation if, in its sole judgment, such litigation is not warranted or is not in its best interests. 14.03 LICENSEE may join and be represented inLicensee, at its own expense by expense, shall have the right to participate with counsel of its own counselchoice in the investigation, prosecution and/or settlement of any such enforcement action instituted by Licensor. Licensor shall retain any and all proceeds recovered in any such enforcement action. (c) Subject to Section 6(b), neither Licensee, any proceeding relating Subsidiary of Licensee nor any of Licensee's sublicensees shall have the right to prosecute or settle an infringement action against any unauthorized use or suspected infringement to prove its own interestsPerson who engages in an Unauthorized Use. 14.04 LICENSEE agrees that it shall, at all times, reasonably cooperate with LICENSOR and its counsel, in all respects, with respect to any unauthorized use or suspected or alleged infringement at LICENSOR's expense, including, but not limited to, having LICENSEE's principals, directors, employees, officers and/or agents testify, and making available any records, papers, information, specimens and the like when requested by LICENSOR. 14.05 Any damages and/or recovery received pursuant to such litigation or settlement or compromise shall be the sole and exclusive property of LICENSOR. 14.06 If LICENSOR decides, in its discretion, not to take any action with respect to an unauthorized use or suspected infringement, then LICENSEE may, at its own option and sole expense, take such action on its own behalf as it deems appropriate and any damages, recovery, settlement or compromise obtained thereby shall be for the account of LICENSEE.

Infringement. 14.01 LICENSEE shall immediately notify LICENSOR of any unauthorized use and/or suspected infringement of To comply with the INTELLECTUAL PROPERTY. Such notification shall include, without limitation, immediately forwarding to LICENSOR any and all documents relating to any such unauthorized use or suspected infringement and providing LICENSOR with any and all facts and circumstances relating to such unauthorized use or suspected infringement. 14.02 LICENSOR shall have the primary, and in the first instance sole, right to institute a suit for infringement, unfair competition or other action with respect to any unauthorized use or suspected infringement. LICENSOR shall have the sole discretion to determine how to handle or otherwise deal with any infringement or unauthorized use of the INTELLECTUAL PROPERTY, including the right to settle or otherwise compromise any dispute or suit, and shall promptly notify LICENSEE of its decision. LICENSOR shall have no duty to initiate such litigation if, in its sole judgment, such litigation is not warranted or is not in its best interests. 14.03 LICENSEE may join and be represented in, at its own expense by its own counsel, any proceeding relating to any unauthorized use or suspected infringement to prove its own interests. 14.04 LICENSEE agrees that it shall, at all times, reasonably cooperate with LICENSOR and its counsel, in all respectsSuda Agreement, with respect to any unauthorized use or suspected actual, potential, or alleged infringement at LICENSOR's expenseof the rights to Licensor Patents or Licensor Trademarks (an “Infringement”), includingLicensee shall initiate, but not limited to, having LICENSEE's principals, directors, employees, officers and/or agents testifyprosecute, and making available control any recordsaction or legal proceedings, papersand/or enter into a settlement, informationincluding any declaratory judgment action, specimens with respect to such Infringement. In any such litigation brought by Licensee, Licensee shall have the right to use and the like when ▇▇▇ in Licensor’s name and join Licensor as a party to such litigation, and Licensor shall cooperate reasonably, as requested by LICENSOR. 14.05 Any damages and/or recovery received pursuant to such litigation or settlement or compromise Licensee and at Licensee’s expense (which expense shall be reasonable). If, within one hundred thirty five (135) Calendar Days of the sole notice in Section 6.1, Licensee shall, (a) have been unsuccessful in persuading the actual, potential, or alleged infringer to desist, (b) shall not have brought and exclusive property of LICENSOR. 14.06 If LICENSOR decides, in its discretion, shall not to take any be diligently prosecuting an infringement action with respect to an unauthorized use such Infringement, or suspected infringement(c) has not entered into settlement discussions with respect to such Infringement, or if Licensee notifies Licensor that it has decided not to undertake any of the foregoing against any such alleged, potential, or actual infringer, then LICENSEE mayLicensor shall have the right, but not the obligation, to bring suit to enforce such Licensor Patents or Licensor Trademarks against such actual, alleged, or potential infringer at its own option and sole expense, take unless Licensee has provided Licensor with a strategic rationale for not taking action to terminate such action on its own behalf Infringement. In any such litigation brought by Licensor, Licensor shall have the right to use and ▇▇▇ in Licensee’s name and join Licensee as it deems appropriate a party to such litigation, and any damagesLicensee shall cooperate reasonably, recovery, settlement or compromise obtained thereby as requested by Licensor and at Licensor’s expense (which expense shall be for reasonable). The Parties’ rights and obligations under this Section 6.3 shall be subject to, and shall not be construed to limit or adversely affect, the account Parties’ rights and obligations under Section 6.2. Notwithstanding the foregoing, Licensee shall not take any action that would result in a breach of LICENSEEthe Suda Agreement. For the avoidance of doubt, Licensor shall have no obligations under this Section 6. 2 to bring suit to enforce such Licensor Patents or Licensor Trademarks even if failure to do so would cause Licensee to be in breach of the Suda Agreement.

Infringement. 14.01 LICENSEE shall immediately notify LICENSOR of any unauthorized use and/or suspected infringement of the INTELLECTUAL PROPERTY. Such notification shall include, without limitation, immediately forwarding to LICENSOR any and all documents relating to any such unauthorized use or suspected infringement and providing LICENSOR with any and all facts and circumstances relating to such unauthorized use or suspected infringement. 14.02 LICENSOR Licensee shall have the primaryoption to prosecute any ------------ and all infringements of any Licensor Patent Rights and/or Future Patent Rights. Licensee shall be entitled to bring an action against the infringement in Licensor's or SKCC's name if required by law or otherwise deemed appropriate. Licensee hereby holds Licensor and SKCC harmless from and against any costs, expenses or liability of any kind respecting all such infringements or any charges of infringements. Licensor and SKCC agree to provide reasonable assistance of a technical nature to Licensee which Licensee may require in any litigation arising in accordance with the first instance soleprovisions of this Section 3.7.1, right for which Licensee shall pay to institute Licensor and SKCC a suit for infringement, unfair competition or other action reasonable hourly rate of compensation together with respect to any unauthorized use or suspected infringementreimbursement of reasonable out-of-pocket costs and expenses. LICENSOR Licensee shall have the sole discretion right, with the consent of Licensor and SKCC, which consent shall not be unreasonably withheld, to determine how enter into any settlements, judgments or other arrangements respecting the infringement claim. Any damages, judgments or other payments actually recovered from the infringing party in the litigation pursued by Licensee shall be used first to handle reimburse Licensee for all costs (including those Licensor's or otherwise deal with SKCC's costs paid by Licensee) of pursuing the litigation; and any infringement or unauthorized use of net remaining balance shall be shared seventy percent (70%) to Licensee and thirty percent (30%) to SKCC. In the INTELLECTUAL PROPERTYevent Licensee elects not to prosecute any such infringement, including Licensee shall promptly so notify Licensor and SKCC, and Licensor and SKCC shall thereafter have the right to settle or otherwise compromise any dispute or suit, and shall promptly notify LICENSEE of its decision. LICENSOR shall have no duty to initiate prosecute such litigation if, in its sole judgment, such litigation is not warranted or is not in its best interests. 14.03 LICENSEE may join and be represented in, at its own expense by its own counsel, any proceeding relating to any unauthorized use or suspected infringement to prove its own interests. 14.04 LICENSEE agrees that it shall, at all times, reasonably cooperate with LICENSOR and its counsel, in all respects, with respect to any unauthorized use or suspected or alleged infringement at LICENSOR's expense, including, but not limited to, having LICENSEE's principals, directors, employees, officers and/or agents testify, and making available any records, papers, information, specimens and the like when requested by LICENSOR. 14.05 Any damages and/or recovery received pursuant to such litigation or settlement or compromise shall be the sole and exclusive property of LICENSOR. 14.06 If LICENSOR decides, in its discretion, not to take any action with respect to an unauthorized use or suspected infringement, then LICENSEE may, at its own option and sole expense, take such action on its own behalf as it deems appropriate and behalf. In the event Licensor or SKCC elects to prosecute any damagessuch infringement action on its own behalf, recovery, settlement or compromise obtained thereby any net recovery obtain in connection therewith shall be for shared seventy percent (70%) to Licensor and/or SKCC, as the account of LICENSEE.case may be, and thirty percent (30%) to Licensee. Any net payments received by SKCC pursuant to this Section shall be treated as a payment pursuant to Section 2.4 and allocated and distributed as specified in Section 2.4A.

Infringement. 14.01 LICENSEE (a) In the event that any claim, suit, or other legal proceeding is threatened or commenced against DISTRIBUTOR that is founded, in whole or in part, on an allegation that the PRODUCTS infringe trade secret, trademark, patent or other intellectual property rights belonging to a third party, DISTRIBUTOR will give ZOOM prompt written notice of such legal proceedings and ZOOM may elect to control the defense to or settlement of such dispute. In the event that DISTRIBUTOR cannot reasonably anticipate that ZOOM will receive notice of such legal proceeding at least twenty (20) days prior to the date on which any action needs to be taken to preserve and protect ZOOM'S rights, DISTRIBUTOR shall immediately notify LICENSOR take such action on behalf of ZOOM. DISTRIBUTOR shall cooperate with ZOOM in any defense or settlement made by ZOOM. DISTRIBUTOR shall not enter into any settlement, agreement or other voluntary resolution of any unauthorized use and/or suspected infringement of the INTELLECTUAL PROPERTY. Such notification shall includesuch claim, without limitation, immediately forwarding to LICENSOR any and all documents relating to any such unauthorized use or suspected infringement and providing LICENSOR with any and all facts and circumstances relating to such unauthorized use or suspected infringement. 14.02 LICENSOR shall have the primary, and in the first instance sole, right to institute a suit for infringement, unfair competition or other action legal proceeding without obtaining ZOOM'S prior written consent thereto. If DISTRIBUTOR has complied with the procedures set forth in this Section 10. ZOOM will indemnify and hold DISTRIBUTOR harmless from and against any loss, cost, damage, or other expenses incurred by DISTRIBUTOR as a result of such legal proceeding. This indemnification provision shall be null and void with respect to any unauthorized use PRODUCTS that have been modified or suspected infringementtampered with in any way by DISTRIBUTOR or its employees or independent contractors without the express written consent of ZOOM, provided that such modification or tampering created the condition or occurrence underlying the legal proceeding on which DISTRIBUTORS claim for indemnity is based. LICENSOR This indemnity shall have be DISTRIBUTOR'S exclusive remedy, and ZOOM'S exclusive obligation and liability, in connection with the sole discretion intellectual property claims or third parties. (b) If ZOOM knows or has reason to determine how believe that the sale, use, or distribution of a PRODUCT does or may infringe the intellectual property rights of a third party, ZOOM may require DISTRIBUTOR to handle or otherwise deal with any infringement or unauthorized use cease all further marketing, distribution, and sales of the INTELLECTUAL PROPERTY, including the right PRODUCT. ZOOM agrees to settle or otherwise compromise any dispute or suit, and shall promptly notify LICENSEE of its decision. LICENSOR shall have no duty to initiate such litigation if, in its sole judgment, such litigation is not warranted or is not in its best interests. 14.03 LICENSEE may join and be represented inreimburse, at its own expense by its own counsel, DISTRIBUTOR'S cost all new and unused units in DISTRIBUTOR'S inventory of any proceeding relating PRODUCT which ZOOM has prohibited to any unauthorized use or suspected infringement to prove its own interestsbe sold hereunder. 14.04 LICENSEE agrees that it shall, at all times, reasonably cooperate with LICENSOR and its counsel, in all respects, with respect to any unauthorized use or suspected or alleged infringement at LICENSOR's expense, including, but not limited to, having LICENSEE's principals, directors, employees, officers and/or agents testify, and making available any records, papers, information, specimens and the like when requested by LICENSOR. 14.05 Any damages and/or recovery received pursuant to such litigation or settlement or compromise shall be the sole and exclusive property of LICENSOR. 14.06 If LICENSOR decides, in its discretion, not to take any action with respect to an unauthorized use or suspected infringement, then LICENSEE may, at its own option and sole expense, take such action on its own behalf as it deems appropriate and any damages, recovery, settlement or compromise obtained thereby shall be for the account of LICENSEE.

Infringement. 14.01 13.1 LICENSEE shall immediately notify LICENSOR inform BYU promptly in writing of any unauthorized use and/or suspected alleged infringement or misuse of the INTELLECTUAL PROPERTY. Such notification shall include, without limitation, immediately forwarding to LICENSOR intellectual property rights subject of this Agreement by a third party and of any and all documents relating to any available evidence of such unauthorized use infringement or suspected infringement and providing LICENSOR with any and all facts and circumstances relating to such unauthorized use or suspected infringementmisuse. 14.02 LICENSOR 13.2 During the term of this Agreement, BYU shall have the primaryright, but shall not be obligated, to prosecute at its own expense any infringements or misuse and, in furtherance of such right, LICENSEE agrees that BYU may require LICENSEE to participate as a party plaintiff in any such suit, without expense to LICENSEE. The total cost of any such infringement action commenced solely by BYU shall be paid by BYU and in BYU shall be entitled to retain any recovery or damages arising from the first instance sole, right to institute a suit for infringement or misuse. 13.3 If within sixty (60) days after having been notified of any alleged misuse or infringement, unfair competition or other action with respect to any unauthorized use or suspected infringement. LICENSOR BYU does not intend on prosecuting an infringement action, BYU shall have the sole discretion to determine how to handle or otherwise deal with any infringement or unauthorized use of the INTELLECTUAL PROPERTY, including the right to settle or otherwise compromise any dispute or suit, and shall promptly notify LICENSEE of its decisionintention not to bring suit. LICENSOR In such event only, LICENSEE shall have no duty to initiate such litigation if, in its sole judgment, such litigation is not warranted or is not in its best interests. 14.03 LICENSEE may join and be represented inthe right, at its own expense expense, to prosecute a suit to remedy the infringement or misuse of the intellectual property rights subject of this Agreement. LICENSEE may, for such purposes, use the name of BYU as party plaintiff. However, the right to bring an infringement action shall remain only for so long as this Agreement remains in effect. No settlement, consent judgment or other voluntary final disposition of the suit may be entered into without the express written consent of BYU, which consent shall not be unreasonably withheld. LICENSEE shall indemnify BYU against any order or settlement for costs or attorneys' fees that may be made against BYU in such proceedings prosecuted by LICENSEE. 13.4 In the event that LICENSEE shall undertake the enforcement of intellectual property rights by litigation, LICENSEE may withhold up to 50% of any royalty payment otherwise due BYU and apply the same toward reimbursement of a cumulative maximum of fifty percent (50%) of its reasonable and paid outside attorneys fees, court costs and fees of expert witnesses. Any recovery of damages by LICENSEE for such suit shall be applied first to satisfaction of any unreimbursed litigation expenses and legal fees of LICENSEE relating to the suit and next toward reimbursement of BYU for any royalties withheld. The balance remaining from any such recovery shall be divided equally between LICENSEE and BYU. 13.5 In the event that a declaratory judgment or other action alleging unlawful infringement of any intellectual property rights of a third party is brought against LICENSEE, BYU, at its sole option, shall have the right within thirty (30) days after the commencement of such action to intervene and assume the sole defense of the action at its own counselexpense. Should BYU elect not to defend, any proceeding relating LICENSEE shall have the right to any unauthorized use or suspected infringement to prove defend the suit at its own interestssole expense. 14.04 13.6 If a third party is successful in prevailing against LICENSEE agrees in an adjudicated lawsuit demonstrating that it the LICENSED TECHNOLOGY as delivered to LICENSEE by BYU unlawfully infringed upon such third party's intellectual property rights, LICENSEE shall be entitled to offset against future earned royalties the full amount of LICENSEE's court costs, attorney fees and damages awarded. 13.7 In any infringement suit, the other party shall, at all timesthe request and expense of the party initiating the suit, reasonably cooperate with LICENSOR and its counsel, in all respectsrespects and, with respect to any unauthorized use or suspected or alleged infringement at LICENSOR's expensethe extent possible, including, but not limited to, having LICENSEE's principals, directors, employees, officers and/or agents testify, make its employees reasonably available to testify when requested and making make available any relevant records, papers, information, specimens samples, specimens, and the like when requested by LICENSORlike. 14.05 Any damages and/or recovery received pursuant to such litigation or settlement or compromise shall be the sole and exclusive property of LICENSOR. 14.06 If LICENSOR decides, in its discretion, not to take any action with respect to an unauthorized use or suspected infringement, then LICENSEE may, at its own option and sole expense, take such action on its own behalf as it deems appropriate and any damages, recovery, settlement or compromise obtained thereby shall be for the account of LICENSEE.

Infringement. 14.01 LICENSEE A. Licensee and CMCC shall immediately notify LICENSOR each inform the other promptly in writing of any unauthorized use and/or suspected alleged infringement by a third party of the INTELLECTUAL PROPERTY. Such notification shall include, without limitation, immediately forwarding to LICENSOR Patent Rights in the Field of Use within the scope of this Agreement and of any and all documents relating to any such unauthorized use or suspected infringement and providing LICENSOR with any and all facts and circumstances relating to such unauthorized use or suspected infringementavailable evidence thereof. 14.02 LICENSOR B. During the Term of this Agreement, CMCC shall have the primaryright, and in the first instance solebut shall not be obligated, right to institute a suit for infringement, unfair competition or other action with respect to any unauthorized use or suspected infringement. LICENSOR shall have the sole discretion to determine how to handle or otherwise deal with any infringement or unauthorized use of the INTELLECTUAL PROPERTY, including the right to settle or otherwise compromise any dispute or suit, and shall promptly notify LICENSEE of its decision. LICENSOR shall have no duty to initiate such litigation if, in its sole judgment, such litigation is not warranted or is not in its best interests. 14.03 LICENSEE may join and be represented in, prosecute at its own expense by its own counselany infringement of the Patent Rights and, any proceeding relating to any unauthorized use or suspected infringement to prove its own interests. 14.04 LICENSEE in furtherance of such right, Licensee hereby agrees that it shallCMCC may include Licensee as a party plaintiff in any such suit, at all timeswithout expense to Licensee. The total cost of any such infringement action commenced or defended solely by CMCC shall be borne by CMCC. Any recovery of damages by CMCC for such suit shall be applied first in satisfaction of any unreimbursed expenses and legal fees of CMCC hereunder. CMCC shall keep any recovery or damages for past infringement derived therefrom, reasonably cooperate with LICENSOR and its counsel, in all respects, except recovery that is awarded with respect to lost sales of Licensed Products, which amount of recovery will be paid to Licensee, less any unauthorized use amount of royalty that would have been due to CMCC if such amount were Net Sales made by Licensee, its Affiliates or suspected Sublicensees. CMCC agrees not to enter into any settlement, consent judgment or other voluntary final disposition of the suit referenced above without first consulting Licensee. C. If within three (3) months after having been notified of any alleged infringement, CMCC shall have been unsuccessful in persuading the alleged infringer to desist and shall not have brought and shall not be diligently prosecuting an infringement at LICENSOR's expenseaction, includingor if CMCC shall notify Licensee of its intention not to bring suit against any alleged infringer then, Licensee shall have the right, but shall not limited tobe obligated, having LICENSEE's principals, directors, employees, officers and/or agents testify, and making available any records, papers, information, specimens and the like when requested by LICENSOR. 14.05 Any damages and/or recovery received pursuant to such litigation or settlement or compromise shall be the sole and exclusive property of LICENSOR. 14.06 If LICENSOR decides, in its discretion, not to take any action with respect to an unauthorized use or suspected infringement, then LICENSEE may, prosecute at its own option expense any infringement of the Patent Rights, provided, however, that such right to bring such an infringement action shall remain in effect only for so long as the license granted hereunder remains exclusive. No settlement, consent judgment or other voluntary final disposition of the suit may be entered into without the consent of CMCC, which consent shall not be unreasonably withheld. Licensee shall indemnify CMCC and sole expense, take such action on its own behalf as it deems appropriate and any damages, recovery, settlement or compromise obtained thereby shall be for the account of LICENSEE.M.

Infringement. 14.01 LICENSEE shall immediately notify LICENSOR In the event that either party learns of any unauthorized use and/or suspected ------------ infringement or threatened infringement of the INTELLECTUAL PROPERTY. Such notification shall includeLicensed Marks, without limitationor any unfair competition, immediately forwarding to LICENSOR any and all documents relating to any such unauthorized use passing-off or suspected infringement and providing LICENSOR with any and all facts and circumstances relating to such unauthorized use or suspected infringement. 14.02 LICENSOR shall have the primary, and in the first instance sole, right to institute a suit for infringement, unfair competition or other action dilution with respect to the Licensed Marks, or any unauthorized use third party alleges or suspected infringement. LICENSOR shall have the sole discretion to determine how to handle or otherwise deal with claims that any infringement or unauthorized use of the INTELLECTUAL PROPERTYLicensed Marks are liable to cause deception or confusion to the public, including the or is liable to dilute or infringe any right to settle or otherwise compromise any dispute or suitof such third party (each such event, and an "Infringement"), such party shall promptly notify LICENSEE the other party or its authorized representative giving particulars thereof, and Licensee shall provide necessary information and reasonable assistance to Licensor or its authorized representatives in the event that Licensor decides that proceedings should be commenced or defended. For purposes of its decisionthis Agreement, Licensee shall be deemed to have "learned" of an Infringement when either (i) the General Manager of one of Licensee's operating subsidiaries or divisions or (ii) an executive officer of Licensee obtains actual knowledge of the Infringement. LICENSOR Licensor shall have no duty exclusive control of any litigation, opposition, cancellation or related legal proceedings. The decision whether to bring, defend, maintain or settle any such proceedings shall be at the exclusive option and expense of Licensor, and all recoveries shall belong exclusively to Licensor. Licensee will not initiate any such litigation iflitigation, opposition, cancellation or related legal proceedings in its sole judgment, such litigation is not warranted or is not in its best interests. 14.03 LICENSEE may join and be represented inown name but, at Licensor's request, agrees to be joined as a party in any action taken by Licensor to enforce its own expense rights in the Licensed Marks or the AT&T Service Marks; provided that Licensor shall reimburse Licensee for all reasonable out-of-pocket costs and expenses incurred by Licensee, its own counsel, any proceeding relating to any unauthorized use or suspected infringement to prove its own interests. 14.04 LICENSEE agrees that it shall, at all times, reasonably cooperate with LICENSOR Affiliates and its counsel, in all respects, with respect to any unauthorized use or suspected or alleged infringement at LICENSOR's expense, including, but not limited to, having LICENSEE's principals, authorized representatives (and their respective directors, employeesofficers, officers and/or agents testifystockholders, employees and making available any recordsagents) in connection with their participation in such action. Nothing in this Agreement shall require, papers, information, specimens and or be deemed to require Licensor to enforce the like when requested by LICENSORLicensed Marks or the AT&T Service Marks against others. 14.05 Any damages and/or recovery received pursuant to such litigation or settlement or compromise shall be the sole and exclusive property of LICENSOR. 14.06 If LICENSOR decides, in its discretion, not to take any action with respect to an unauthorized use or suspected infringement, then LICENSEE may, at its own option and sole expense, take such action on its own behalf as it deems appropriate and any damages, recovery, settlement or compromise obtained thereby shall be for the account of LICENSEE.

Infringement. 14.01 LICENSEE 14.1 The parties to this Agreement shall immediately notify LICENSOR inform the other promptly in writing of any unauthorized use and/or suspected alleged infringement or misuse of the INTELLECTUAL PROPERTY. Such notification shall include, without limitation, immediately forwarding to LICENSOR intellectual property rights subject of this Agreement by a third party and of any and all documents relating to any available evidence of such unauthorized use infringement or suspected infringement and providing LICENSOR with any and all facts and circumstances relating to such unauthorized use or suspected infringementmisuse. 14.02 LICENSOR 14.2 During the term of this Agreement, BYU shall have the primaryright, but shall not be obligated, to prosecute at its own expense any infringements or misuse and, in furtherance of such right, LICENSEE agrees that BYU may require LICENSEE to participate as a party plaintiff in any such suit, without expense to LICENSEE. The total cost of any such infringement action commenced solely by BYU shall be paid by BYU and in BYU shall be entitled to retain any recovery or damages arising from the first instance sole, right to institute a suit for infringement or misuse. 14.3 If within sixty (60) days after having been notified of any alleged misuse or infringement, unfair competition or other action with respect to any unauthorized use or suspected infringement. LICENSOR BYU does not intend on prosecuting an infringement action, BYU shall have the sole discretion to determine how to handle or otherwise deal with any infringement or unauthorized use of the INTELLECTUAL PROPERTY, including the right to settle or otherwise compromise any dispute or suit, and shall promptly notify LICENSEE of its decisionintention not to bring suit. LICENSOR In such event only, LICENSEE shall have no duty to initiate such litigation if, in its sole judgment, such litigation is not warranted or is not in its best interests. 14.03 LICENSEE may join and be represented inthe right, at its own expense expense, to prosecute a suit to remedy the infringement or misuse of the intellectual property rights subject of this Agreement. LICENSEE may, for such purposes, use the name of BYU as party plaintiff. However, the right to bring an infringement action shall remain only for so long as this Agreement remains in effect. No settlement, consent judgment or other voluntary final disposition of the suit may be entered into without the express written consent of BYU, which consent shall not be unreasonably withheld. LICENSEE shall indemnify BYU against any order or settlement for costs or attorneys' fees that may be made against BYU in such proceedings prosecuted by LICENSEE. 14.4 In the event that LICENSEE shall undertake the enforcement of intellectual property rights by litigation, LICENSEE may withhold up to 50% of any royalty payment otherwise due BYU and apply the same toward reimbursement of a cumulative maximum of fifty percent (50%) of its own counselreasonable and paid outside attorneys fees, court costs and fees of expert witnesses. Any recovery of damages by LICENSEE for such suit shall be applied first to satisfaction of any proceeding unreimbursed litigation expenses and legal fees of LICENSEE relating to the suit and next toward reimbursement of BYU for any unauthorized use or suspected infringement to prove its own interestsroyalties withheld. The balance remaining from any such recovery shall be divided equally between LICENSEE and BYU. 14.04 14.5 In the event that a declaratory judgment or other action alleging unlawful infringement of any intellectual property rights of a third party is brought against LICENSEE, BYU, at its sole option, shall have the right within thirty (30) days after the commencement of such action to intervene and assume the sole defense of the action at its sole expense. Should BYU elect not to defend, LICENSEE agrees shall have the right to defend the suit at its sole expense. 14.6 If a third party is successful in prevailing against LICENSEE in an adjudicated lawsuit demonstrating that it the LICENSED TECHNOLOGY as delivered to LICENSEE by BYU unlawfully infringed upon such third party's intellectual property rights, LICENSEE shall be entitled to offset against future earned royalties the full amount of LICENSEE's court costs, attorney fees and damages awarded. 11 14.7 In any infringement suit, the other party shall, at all timesthe request and expense of the party initiating the suit, reasonably cooperate with LICENSOR and its counsel, in all respectsrespects and, with respect to any unauthorized use or suspected or alleged infringement at LICENSOR's expensethe extent possible, including, but not limited to, having LICENSEE's principals, directors, employees, officers and/or agents testify, make its employees reasonably available to testify when requested and making make available any relevant records, papers, information, specimens samples, specimens, and the like when requested by LICENSORlike. 14.05 Any damages and/or recovery received pursuant to such litigation or settlement or compromise shall be the sole and exclusive property of LICENSOR. 14.06 If LICENSOR decides, in its discretion, not to take any action with respect to an unauthorized use or suspected infringement, then LICENSEE may, at its own option and sole expense, take such action on its own behalf as it deems appropriate and any damages, recovery, settlement or compromise obtained thereby shall be for the account of LICENSEE.

Infringement. 14.01 7.1. In the event that LICENSEE (including any Affiliate or sublicensee) or UFRFI receives a notice of claim, threat, or suit by a third party alleging, that the manufacture, use or sale of the Licensed Technology infringes or is dominated by intellectual property rights owned or controlled by such third party, then the party receiving the notice shall promptly notify the other party to this Agreement in writing of such claim, threat or suit. 7.2. If notice of a claim, threat, or suit of the type described in Paragraph 7.1 herein is received by any party, LICENSEE shall immediately notify LICENSOR consult with UFRFI regarding resolution of such claim, threat, or suit and may not reject UFRFI’S advice without reasonable justification thereof regarding negotiations with the Third Party, selection and supervision of counsel, filing of lawsuits or other proceedings, and settlement of the claim, threat, or suit. All costs and expenses, including attorneys’ fees, incurred in the course of resolving such claim threat, or suit shall be charged to LICENSEE. During the prosection of such legal action, LICENSEE shall be permitted to deduct the reasonable fees and expenses of the legal action from the royalties payable to UTRFI under the Article IV of this Agreement, up to [***] percent ([***]%) of said royalties. If LICENSEE prevails in such legal action such obligations by LICENSEE to pay royalties to UFRFI shall be fully and retroactively restored. Any monies except that excess which is attributable to trebled damages or award of attorneys’ fees, recovered by LICENSEE as a result of such legal action shall be treated as sales pursuant to Paragraph 4.1 for payment of royalties, after having deducted all previously undeducted expenses reasonably connected with the litigation. If the resolution of a claim, threat or suit of the type described in this Paragraph 7.2 results in the payment of royalties or other compensation to LICENSEE, this obligation by LICENSEE to pay royalties to UFRFI shall be fully and retroactively restored. Then, the remaining royalty or other compensation paid to LICENSEE shall be treated as sales pursuant to Paragraph 4.1 for payment of royalties, after having deducted all previously undeducted expenses reasonably connected with the litigation and resolution. UFRFI and University of Florida personnel shall fully cooperate with LICENSEE in the defense and resolution of any unauthorized use and/or suspected infringement of the INTELLECTUAL PROPERTY. Such notification shall includesuch claim, without limitation, immediately forwarding to LICENSOR any and all documents relating to any such unauthorized use or suspected infringement and providing LICENSOR with any and all facts and circumstances relating to such unauthorized use or suspected infringement. 14.02 LICENSOR shall have the primary, and in the first instance sole, right to institute a suit for infringement, unfair competition or other action with respect to any unauthorized use or suspected infringement. LICENSOR shall have the sole discretion to determine how to handle or otherwise deal with any infringement or unauthorized use of the INTELLECTUAL PROPERTY, including the right to settle or otherwise compromise any dispute threat or suit, However, LICENSEE shall compensate UFRFI and shall promptly notify LICENSEE University of its decision. LICENSOR shall have no duty to initiate such litigation ifFlorida personnel for their actual out-of-pocket expenses (e.g., in its sole judgment, such litigation is not warranted or is not in its best intereststravel). 14.03 LICENSEE may join and be represented in, at its own expense by its own counsel, any proceeding relating to any unauthorized use or suspected infringement to prove its own interests. 14.04 LICENSEE agrees that it shall, at all times, reasonably cooperate with LICENSOR and its counsel, in all respects, with respect to any unauthorized use or suspected or alleged infringement at LICENSOR's expense, including, but not limited to, having LICENSEE's principals, directors, employees, officers and/or agents testify, and making available any records, papers, information, specimens and the like when requested by LICENSOR. 14.05 Any damages and/or recovery received pursuant to such litigation or settlement or compromise shall be the sole and exclusive property of LICENSOR. 14.06 If LICENSOR decides, in its discretion, not to take any action with respect to an unauthorized use or suspected infringement, then LICENSEE may, at its own option and sole expense, take such action on its own behalf as it deems appropriate and any damages, recovery, settlement or compromise obtained thereby shall be for the account of LICENSEE.

Infringement. 14.01 LICENSEE (a) SELLER shall immediately notify LICENSOR defend at its own expense all third party claims, proceedings and/or suits alleging infringement or misappropriation of any unauthorized use and/or suspected infringement patent, trademark, copyright, trade secret or violation of any other intellectual property or proprietary rights by reason of the INTELLECTUAL PROPERTYuse or sale of any PRODUCT(S) furnished to CUSTOMER under this Agreement, or the use of any licensed PRODUCT(S) within the scope of the licenses granted under this Agreement, and shall defend, indemnify, protect and save CUSTOMER harmless from all claims, actions, suits, costs, expenses, damages, including reasonable attorney's fees and payments, as a result of such claim of infringement or misappropriation; and if the use or resale shall be enjoined, SELLER shall, at its option, replace the enjoined PRODUCT(S), licensed PRODUCT(S) or service with a suitable substitute free of the infringement or misappropriation; or shall procure for CUSTOMER'S benefit a license or other right to use or resell the same, or shall remove the enjoined PRODUCT(S) and refund to CUSTOMER the amount paid to SELLER therefor, plus CUSTOMER'S direct, incidental and/or consequential damages for such infringing or misappropriated PRODUCT(S). Such notification shall include, without limitation, immediately forwarding to LICENSOR any and all documents relating to CUSTOMER agrees that any such unauthorized use recovery of consequential damages shall have an upper limit of two hundred fifty thousand dollars ($250,000) per claim or suspected infringement occurrence. SELLER shall have total control over the defense, negotiation and providing LICENSOR with any settlement of each case, provided, however, that CUSTOMER shall be permitted to participate in such defenses, negotiation, or settlement by counsel of its own choosing and all facts and circumstances relating to such unauthorized use or suspected infringementexpense. 14.02 LICENSOR (b) CUSTOMER shall have give SELLER prompt notice of any claims of such infringement or misappropriation and of all suits and, except as otherwise indicated herein, full opportunity and authority to assume the primarysole defense thereof, where SELLER is obligated to indemnify CUSTOMER hereunder, including appeals, and in the first instance soleto settle such suits, right and shall furnish upon SELLER'S request and at SELLER'S expense all disclosable information and reasonable assistance available to institute a suit for infringement, unfair competition or other action CUSTOMER. This Section 24 states SELLER's entire liability and obligations with respect to claims of infringement of proprietary rights of any unauthorized use or suspected infringement. LICENSOR kind and is CUSTOMER's sole and exclusive remedy for any breach of Exhibit J Section 1 (a)(i) with respect to infringement of proprietary rights. (c) No undertaking of SELLER in this Section shall have the sole discretion apply to determine how to handle or otherwise deal with any infringement misappropriation or unauthorized any claim of infringement or misappropriation which arises solely from SELLER's adherence to CUSTOMER's written instructions or directions or which arise solely from the use of PRODUCT(S) with equipment, devices, or software not supplied by SELLER other than (1) commercial merchandise which is available on the INTELLECTUAL PROPERTYopen market with which PRODUCT(S) is designed to operate or (2) items of SELLER origin, including the right to settle design or otherwise compromise any dispute selection. Each party shall defend or suit, and shall promptly notify LICENSEE of its decision. LICENSOR shall have no duty to initiate such litigation if, in its sole judgment, such litigation is not warranted or is not in its best interests. 14.03 LICENSEE may join and be represented insettle, at its own expense by its own counselexpense, any proceeding relating to any unauthorized use action or suspected infringement to prove its own interestssuit against the other for which ft is responsible. 14.04 LICENSEE agrees that it shall, at all times, reasonably cooperate with LICENSOR and its counsel, in all respects, with respect to any unauthorized use or suspected or alleged infringement at LICENSOR's expense, including, but not limited to, having LICENSEE's principals, directors, employees, officers and/or agents testify, and making available any records, papers, information, specimens and the like when requested by LICENSOR. 14.05 Any damages and/or recovery received pursuant to such litigation or settlement or compromise shall be the sole and exclusive property of LICENSOR. 14.06 If LICENSOR decides, in its discretion, not to take any action with respect to an unauthorized use or suspected infringement, then LICENSEE may, at its own option and sole expense, take such action on its own behalf as it deems appropriate and any damages, recovery, settlement or compromise obtained thereby shall be for the account of LICENSEE.

Infringement. 14.01 LICENSEE shall immediately 10.01 UM and Company agree to notify LICENSOR each other promptly of any unauthorized use and/or suspected each infringement or possible infringement of the INTELLECTUAL PROPERTY. Such notification shall include, without limitation, immediately forwarding to LICENSOR any and all documents relating to any such unauthorized use or suspected infringement and providing LICENSOR with any and all facts and circumstances relating to such unauthorized use or suspected infringementPatent Rights of which either party becomes aware. 14.02 LICENSOR shall have the primary, and in the first instance sole, right to institute a 10.02 Company may (a) bring suit for infringement, unfair competition or other action with respect to any unauthorized use or suspected infringement. LICENSOR shall have the sole discretion to determine how to handle or otherwise deal with any infringement or unauthorized use of the INTELLECTUAL PROPERTY, including the right to settle or otherwise compromise any dispute or suit, and shall promptly notify LICENSEE of its decision. LICENSOR shall have no duty to initiate such litigation if, in its sole judgment, such litigation is not warranted or is not in its best interests. 14.03 LICENSEE may join and be represented inown name, at its own expense by expense, and on its own counselbehalf for infringement of presumably valid claims in the Patent Rights licensed to Company; (b) in any such suit, enjoin infringement and collect for its use damages, profits, and awards of whatever nature recoverable for such infringement; and (c) settle any proceeding relating claim or suit for infringement of the Patent Rights. Company may not compel UM or ISS to initiate or join in any such suit for patent infringement. Company may request UM or ISS to initiate or join in any such suit if necessary to avoid dismissal of the suit. If UM or ISS is made a party to any unauthorized use such suit, Company will reimburse and indemnify UM and ISS for any costs, expenses, or suspected fees which UM or ISS incurs as a result of its joinder. In all cases, Company agrees to keep UM reasonably apprised of the status and progress of any litigation. 10.03 If an infringement to prove action or a declaratory judgment action alleging invalidity or non-infringement of any of the Patent Rights is brought against Company or raised by way of counterclaim or affirmative defense in an infringement suit brought by Company under Section 10.02, Company may (a) defend the suit in its own interests. 14.04 LICENSEE agrees that it shall, at all times, reasonably cooperate with LICENSOR and its counsel, in all respects, with respect to any unauthorized use or suspected or alleged infringement at LICENSOR's expense, including, but not limited to, having LICENSEE's principals, directors, employees, officers and/or agents testify, and making available any records, papers, information, specimens and the like when requested by LICENSOR. 14.05 Any damages and/or recovery received pursuant to such litigation or settlement or compromise shall be the sole and exclusive property of LICENSOR. 14.06 If LICENSOR decides, in its discretion, not to take any action with respect to an unauthorized use or suspected infringement, then LICENSEE mayname, at its own option and sole expense, take such action and on its own behalf as it deems appropriate for presumably valid claims in the Patent Rights; (b) in any such suit, ultimately enjoin infringement and any collect for its use, damages, recoveryprofits, settlement and awards of whatever nature recoverable for such infringement; and (c) settle any claim or compromise obtained thereby shall suit for damages or a declaratory judgment involving the Patent Rights, including the granting of further licenses on sublicenses, provided that Company does not admit UM’s or ISS’s infringement or concede invalidation of any Patent Rights, without UM’s or ISS’s prior written consent, respectively. UM consent will not be unreasonably withheld. Company may not compel UM or ISS to initiate or join in any such suit. Company may request UM and ISS to initiate or join in any such suit if necessary to avoid dismissal of the suit. If UM or ISS is made a party to any such suit, Company will reimburse and indemnify UM or ISS for any costs, expenses, or fees which it incurs as a result of its joinder. In all cases, Company agrees to keep UM reasonably apprised of the account status and progress of LICENSEEany litigation. [***] Confidential treatment requested pursuant to a request for confidential treatment filed with the Securities and Exchange Commission. Omitted portions have been filed separately with the Commission. 10.04 (a) Company will not settle any action described in Section 10.02 or 10.03 without first notifying UM. In any action under Sections 10.02 or 10.03, the expenses of Company and UM, including costs, fees, attorney fees, and disbursements, will be paid by Company.

Infringement. 14.01 LICENSEE Apache shall immediately notify LICENSOR hold Licensee and its officers, directors, agents and employees harmless from liability resulting from any third party claims alleging infringement by the Licensed Product(s) of any unauthorized use and/or suspected infringement patent, copyrights, trade secrets or other intellectual property rights provided Apache is promptly notified of the INTELLECTUAL PROPERTY. Such notification shall include, without limitation, immediately forwarding to LICENSOR any and all documents relating threats, claims and proceedings related thereto and permitted to any such unauthorized use or suspected infringement and providing LICENSOR with any participate in the defense and all facts and circumstances relating to such unauthorized use negotiations for a settlement or suspected infringement. 14.02 LICENSOR shall have the primary, and compromise. Apache will not be responsible for any settlement it does not approve in the first instance sole, right to institute a suit for infringement, unfair competition or other action writing. The foregoing obligation of Apache does not apply with respect to any unauthorized use Licensed Product(s) or suspected portions or components thereof (i) not supplied by Apache, (ii) made in whole or in part in accordance to Licensee specifications, (iii) which are modified after shipment by Apache at the request of Licensee, if the alleged infringement relates solely to such modification, (iv) combined with other products, processes or materials at the request of Licensee where the alleged infringement relates solely to such combination, (v) where Licensee continues allegedly infringing activity after being notified thereof or after being informed of modifications that would have avoided the alleged infringement. LICENSOR shall have the sole discretion to determine how to handle , or otherwise deal with any infringement or unauthorized (vi) where Licensee’s use of the INTELLECTUAL PROPERTY, including Licensed Product(s) is incident to an infringement not resulting from the right to settle or otherwise compromise any dispute or suit, and shall promptly notify LICENSEE of its decision. LICENSOR shall have no duty to initiate such litigation if, in its sole judgment, such litigation is not warranted Licensed Product(s) or is not in its best interests. 14.03 LICENSEE may join and be represented in, at its own expense by its own counsel, any proceeding relating to any unauthorized use or suspected infringement to prove its own interests. 14.04 LICENSEE agrees that it shall, at all times, reasonably cooperate accordance with LICENSOR the License. Licensee will indemnify Apache and its counsel, in all respects, with respect to any unauthorized use or suspected or alleged infringement at LICENSOR's expense, including, but not limited to, having LICENSEE's principalsofficers, directors, employees, officers and/or agents testify, and making available any records, papers, information, specimens and the like when requested by LICENSOR. 14.05 Any damages and/or recovery received pursuant to such litigation or settlement or compromise shall be the sole and exclusive property of LICENSOR. 14.06 If LICENSOR decides, in its discretion, not to take any action with respect to an unauthorized use or suspected infringement, then LICENSEE may, at its own option and sole expense, take such action on its own behalf as it deems appropriate and any employees from all damages, recoverysettlements, settlement attorneys’ fees and expenses related to a claim of infringement or compromise obtained thereby shall be for misappropriation excluded from Apache’s indemnity obligation by subsections (ii) through (vi) of the account of foregoing sentence. THE FOREGOING PROVISIONS OF THIS SECTION 7 STATE THE ENTIRE LIABIITY AND OBLIGATIONS OF Apache, AND THE EXCLUSIVE REMEDY OF LICENSEE, WITH RESPECT TO ANY ACTUAL OR ALLEGED INFRINGEMENT OF ANY INTELLECTUAL PROPERTY RIGHT BY THE LICENSED PRODUCT.

Infringement. 14.01 LICENSEE (a) Each party shall immediately notify LICENSOR the other promptly of any unauthorized use and/or suspected infringement of the INTELLECTUAL PROPERTY. Such notification shall includeactual or threatened infringements, without limitationimitations, immediately forwarding to LICENSOR any and all documents relating to any such unauthorized use or suspected infringement and providing LICENSOR with any and all facts and circumstances relating to such unauthorized use or suspected infringement. 14.02 LICENSOR shall have the primary, and in the first instance sole, right to institute a suit for infringement, unfair competition or other action with respect to any unauthorized use or suspected infringement. LICENSOR shall have the sole discretion to determine how to handle or otherwise deal with any infringement or unauthorized use of the INTELLECTUAL PROPERTYMarks by others of which such party becomes aware. Subject to Licensee’s rights and Licensor’s obligations pursuant to this Section 10, Licensor shall have the sole right, and shall take all reasonable steps at its expense, to bring any action on account of any such infringements, limitations or unauthorized use, and Licensee shall, at Licensor’s expense, cooperate with Licensor, as Licensor may reasonably request, in connection with any such action brought by Licensor. Licensor shall retain any and all damages, settlement, and/or compensation paid in connection with any such action brought by Licensor. If Licensor does not undertake such action within thirty (30) calendar days after notice from Licensee of such alleged infringement, Licensee may prosecute the same, at its expense and with counsel of its own choosing, provided that no settlement shall be made without the prior written approval of Licensor (which approval shall not be unreasonably withheld) and Licensee shall advise Licensor periodically of the status of the action and promptly of any material developments. In the event that any damages, settlement, and/or compensation are paid in connection with any such action, Licensee shall first retain an amount in reimbursement of its expenses and any damages Licensee suffered as a result of such infringement; any remaining amount shall be divided equally between Licensee and Licensor. (b) Licensor, at its expense, shall defend and indemnify and save and hold Licensee and its subsidiaries and affiliates and their respective directors, officers, stockholders, and employees and permitted assigns harmless from and against any and all liabilities, claims, causes of action, suits, damages, Losses and expenses, including reasonable attorney's fees and expenses, by reason of alleged or actual violation or infringement of any trademarks and/or service marks held by third parties, based on Licensee exercising its rights related to the ▇▇▇▇ Intellectual Property granted pursuant to this Agreement. If Licensor does not give notice to Licensee of its intent to defend or settle such action within sixty (60) calendar days after notice from Licensee of such alleged infringement, Licensee may defend the same, at the sole cost and expense of Licensor, provided that no settlement shall be made without the prior written approval of Licensor (which approval shall not be unreasonably withheld) and Licensee shall advise Licensor periodically of the status of the action and promptly of any material developments. Licensor reserves the right to participate at any time in such proceedings. (c) Licensor shall have the right to compromise and settle or otherwise compromise any dispute or suit, claim or proceeding in the name of Licensee; provided, however, that Licensor shall not compromise or settle a suit, claim or proceeding (i) unless it indemnifies Licensee for all Losses arising out of or relating thereto and (ii) that includes an admission of liability of Licensee or seeks any material non-monetary relief, without the written consent of Licensee, which consent shall promptly notify LICENSEE of its decision. LICENSOR shall have no duty to initiate such litigation if, in its sole judgment, such litigation is not warranted or is not in its best interestsbe unreasonably withheld. 14.03 LICENSEE may join and be represented in, at its own expense by its own counsel, any proceeding relating to any unauthorized use or suspected infringement to prove its own interests(d) The terms of this Section 10 shall survive the termination of this Agreement. 14.04 LICENSEE agrees that it shall, at all times, reasonably cooperate with LICENSOR and its counsel, in all respects, with respect to any unauthorized use or suspected or alleged infringement at LICENSOR's expense, including, but not limited to, having LICENSEE's principals, directors, employees, officers and/or agents testify, and making available any records, papers, information, specimens and the like when requested by LICENSOR. 14.05 Any damages and/or recovery received pursuant to such litigation or settlement or compromise shall be the sole and exclusive property of LICENSOR. 14.06 If LICENSOR decides, in its discretion, not to take any action with respect to an unauthorized use or suspected infringement, then LICENSEE may, at its own option and sole expense, take such action on its own behalf as it deems appropriate and any damages, recovery, settlement or compromise obtained thereby shall be for the account of LICENSEE.

Infringement. 14.01 LICENSEE shall 4.1 Licensee shall, insofar as possible, report immediately notify LICENSOR of any unauthorized use and/or suspected infringement of the INTELLECTUAL PROPERTY. Such notification shall include, without limitation, immediately forwarding in writing to LICENSOR Licensor any and all documents relating to infringements of any such unauthorized use of the Licensed Trademarks, or suspected infringement of Licensor's trade names and/or trade dress and providing LICENSOR with any and all facts and circumstances relating attempts by any third party to such unauthorized use use, copy, register, infringe upon or suspected infringementotherwise imitate any of the Licensed Trademarks or Licensor's trade names or trade dress, or any design features of the Licensed Products. 14.02 LICENSOR 4.2 Except upon the written request and authorization of Licensor, Licensee shall not take any action to prevent infringements, imitation or illegal use of the Licensed Trademarks, trade dress associated with the Licensed Products or trade name of Licensor. However, Licensee shall render to Licensor all assistance reasonably requested fully and without reservation, in connection with any matter pertaining to protection or enforcement of any of the Licensed Trademarks before administrative and quasi-judicial agencies and the courts, and shall make available to Licensor, its representatives, agents and attorneys, all of Licensee's records, files and other information pertaining to the Licensed Trademarks, including the purchase, manufacture, sale, distribution and advertising of the Licensed Products. 4.3 Licensor, at its cost, shall take such steps and institute such legal proceedings as shall be reasonably necessary to protect the Licensed Trademarks and Licensee's license therein as set forth in this Agreement, 4.4 Licensor shall indemnify and defend Licensee and hold it harmless from and against any claims, suits and expenses (including reasonable attorney's fees) arising solely from Licensee's use of any of the Licensed Trademarks in accordance with the terms of this Agreement on or in connection with Licensed Products manufactured in the Manufacturing Licensed Territory and said in the Distribution and Sales Licensed Territory. Licensor's indemnification and defense obligations are expressly conditioned upon (a) Licensee's giving Licensor prompt written notice of such claim or suit against Licensee after assertion thereof and (b) Licensee's full and prompt cooperation and assistance, to the extent reasonably requested by Licensor, in connection with the defense of such claim or suit. Licensor shall have the primary, and in the first instance sole, right to institute a suit for infringement, unfair competition or other action with respect to any unauthorized use or suspected infringement. LICENSOR shall have the sole discretion to determine how to handle or otherwise deal with any infringement or unauthorized use of the INTELLECTUAL PROPERTY, including the right to settle or otherwise compromise any dispute or suit, and shall promptly notify LICENSEE of its decision. LICENSOR shall have no duty to initiate such litigation if, in its sole judgment, such litigation is not warranted or is not in its best interests. 14.03 LICENSEE may join and be represented inright, at its own expense by its own counsel, any proceeding relating to any unauthorized use or suspected infringement to prove its own interests. 14.04 LICENSEE agrees that it shall, at all times, reasonably cooperate with LICENSOR and its counsel, in all respects, with respect to any unauthorized use or suspected or alleged infringement at LICENSOR's expense, including, but not limited to, having LICENSEE's principals, directors, employees, officers to undertake and conduct the defense and/or agents testify, and making available negotiation of any records, papers, information, specimens and the like when requested by LICENSORsettlement of any such suit or claim. 14.05 Any damages and/or recovery received pursuant to such litigation or settlement or compromise shall be the sole and exclusive property of LICENSOR. 14.06 If LICENSOR decides, in its discretion, not to take any action with respect to an unauthorized use or suspected infringement, then LICENSEE may, at its own option and sole expense, take such action on its own behalf as it deems appropriate and any damages, recovery, settlement or compromise obtained thereby shall be for the account of LICENSEE.

Infringement. 14.01 LICENSEE shall immediately notify LICENSOR 12.1 The Licensee will forthwith give notice in writing to the Licensor of any unauthorized use and/or infringement or suspected or threatened infringement in or outside the Territory of the INTELLECTUAL PROPERTY. Such notification shall includePatents or the Technology which at any time comes to its attention. 12.2 The Licensor and the Licensee will thereupon discuss what steps should be taken to prevent or terminate such infringement including the institution of legal proceedings where necessary. 12.3 The Licensor has the right, without limitationif it elects to do so, immediately forwarding to LICENSOR any exercise sole control of the prosecution and all documents relating to any such unauthorized use or suspected infringement and providing LICENSOR with any and all facts and circumstances relating to such unauthorized use or suspected infringement. 14.02 LICENSOR shall have the primary, and related settlement negotiations in the first instance sole, right to institute a suit for infringement, unfair competition or other action with respect to any unauthorized use or suspected infringement. LICENSOR shall have the sole discretion to determine how to handle or otherwise deal connection with any infringement or unauthorized use of the INTELLECTUAL PROPERTY, including the right to settle or otherwise compromise any dispute or suit, and shall promptly notify LICENSEE of its decision. LICENSOR shall have no duty to initiate such litigation if, in its sole judgment, such litigation is not warranted or is not in its best interests. 14.03 LICENSEE may join and be represented in, at its own expense by its own counsel, any proceeding relating to any unauthorized use or suspected infringement to prove its own interests. 14.04 LICENSEE agrees that it shall, at all times, reasonably cooperate with LICENSOR and its counsel, in all respects, with respect to any unauthorized use or suspected or alleged threatened infringement at LICENSOR's expensein the Territory. If the Licensor elects to exercise this control, includingall proceedings and settlement expenses will, but not limited tosubject to section 12.6, having LICENSEE's principals, directors, employees, officers and/or agents testify, and making available any records, papers, information, specimens and the like when requested by LICENSOR. 14.05 Any damages and/or recovery received pursuant to such litigation or settlement or compromise shall be the sole and exclusive property of LICENSOR. 14.06 If LICENSOR decides, in its discretion, not to take any action with respect to an unauthorized use or suspected infringement, then LICENSEE may, at its own option and sole expense, take such action on its own behalf as it deems appropriate and any damages, recovery, settlement or compromise obtained thereby shall be for the account of LICENSEEthe Licensor. 12.4 If the Licensor elects to prosecute a claim for infringement, the Licensee will, to the extent, if any, reasonably necessary to initiate or maintain suit, consent to be added as a nominal party unless there is a reasonable basis for the Licensee's refusal. Without limitation, substantial prejudice to any legal or economic interest of the Licensee will be sufficient reason to withhold consent. 12.5 If the Licensor elects not to exercise sole control of any infringement proceedings in the Territory, the Licensee may commence proceedings in respect of the infringement or suspected or threatened infringement. The Licensee may join the Licensor as a nominal party if necessary to establish standing to initiate or maintain suit. All proceedings and settlement expenses will, subject to section 12.6, be for the account of the Licensee. 12.6 All proceeds of infringement proceedings will be applied first against the uncompensated costs of the proceedings and any similar previous proceedings, and second against any amounts owing to the Licensor under this Agreement. Any excess proceeds will be divided equally between the Licensor, on the one hand, and all permitted Licensees rateably in proportion to their contribution to the cost of abatement in respect of the infringement in Territory, on the other.

Infringement. 14.01 LICENSEE The parties shall immediately notify LICENSOR inform each other promptly, in writing, of any unauthorized use and/or suspected alleged infringement of the INTELLECTUAL PROPERTYPatent Rights by a third party, and any available evidence thereof. Such notification shall includeDuring the term of this Agreement, without limitation, immediately forwarding to LICENSOR any and all documents relating to any such unauthorized use or suspected infringement and providing LICENSOR with any and all facts and circumstances relating to such unauthorized use or suspected infringement. 14.02 LICENSOR Licensee shall have the primaryright, and in the first instance solesubject only to approval not unreasonably withheld of UARF, right but shall not be obligated to institute a suit for infringement, unfair competition or other action with respect to any unauthorized use or suspected infringement. LICENSOR shall have the sole discretion to determine how to handle or otherwise deal with any infringement or unauthorized use of the INTELLECTUAL PROPERTY, including the right to settle or otherwise compromise any dispute or suit, and shall promptly notify LICENSEE of its decision. LICENSOR shall have no duty to initiate such litigation if, in its sole judgment, such litigation is not warranted or is not in its best interests. 14.03 LICENSEE may join and be represented in, prosecute at its own expense any such infringements of the Patent Rights and, in furtherance of such right, UARF hereby agrees that Licensee may join UARF as a party plaintiff in any such suit, without expense to UARF. The total cost of any such infringement action except as provided in Paragraph 7.4. hereof, commenced or defended solely by Licensee shall be borne by Licensee and Licensee shall keep any recovery including damages for past infringement derived therefrom, provided, that Licensee, after deduction of its reasonable costs expended in pursuit of such infringement, shall remit to UARF a Twenty-five percent (25%) of said recovery. No settlement, consent judgment or other voluntary final disposition of the suit may be entered into without UARF’s consent, which consent shall not unreasonably be withheld. If within six (6) months after having been notified of any alleged infringement, Licensee shall have been unsuccessful in persuading the alleged infringer to desist and shall not have brought and shall not be diligently prosecuting an infringement action, or if Licensee shall notify UARF at any time prior thereto of its intention not to bring suit against any alleged infringer, then, and in those events only, UARF shall have the right, but shall not be obligated, to prosecute at its own counselexpense any infringement of the Patent Rights, and UARF may, for such purposes, use the name of Licensee as party plaintiff. In the event that Licensee shall undertake the enforcement and/or defense of the Patent Rights by litigation, Licensee may withhold up to fifty percent (50%) of the royalties otherwise thereafter due UARF hereunder and apply the same toward reimbursement of up to fifty percent (50%) of its out-of-pocket expenses, including reasonable attorneys’ fees, in connection therewith. The foregoing withholding provision is applicable only to Licensee and not to any proceeding successor to Licensee’s interests. Any recovery by Licensee of damages for past infringement in any such suit shall be applied first toward reimbursement of UARF for any royalties past due or withheld and applied pursuant to this Article VII, and next in satisfaction of any unreimbursed expenses and legal fees of Licensee relating to the suit. Licensee shall keep the balance remaining from any unauthorized use or suspected such recovery subject to the proviso set forth in Article 7.2 above. In any infringement suit as either party may institute to prove its own interests. 14.04 LICENSEE agrees that it enforce the Patent Rights pursuant to this Agreement, the other party hereto shall, at all timesthe request and expense of the party initiating such suit, reasonably cooperate with LICENSOR and its counsel, in all respectsrespects and, with respect to any unauthorized use or suspected or alleged infringement at LICENSOR's expensethe extent possible, including, but not limited to, having LICENSEE's principals, directors, employees, officers and/or agents testify, have its employees testify when requested and making make available any relevant records, papers, information, specimens samples, specimens, and the like when requested by LICENSORlike. UARF warrants and represents that it has the lawful right to grant the license provided in this Agreement and that it has not granted rights or licenses in derogation of this Agreement. UARF agrees that during the term of this Agreement, or any license granted hereunder, UARF shall not enter into any other agreements that conflict with the rights or obligations provided hereunder, including any rights and obligations that survive termination of this Agreement. 14.05 Any damages and/or recovery received pursuant to such litigation or settlement or compromise shall be the sole and exclusive property of LICENSOR. 14.06 If LICENSOR decides, in its discretion, not to take any action with respect to an unauthorized use or suspected infringement, then LICENSEE may, at its own option and sole expense, take such action on its own behalf as it deems appropriate and any damages, recovery, settlement or compromise obtained thereby shall be for the account of LICENSEE.

Infringement. 14.01 LICENSEE (i) In the event that any legal proceeding shall immediately be instituted or threatened against Licensee or any of its Sublicenses involving any claim of infringement relating to the development, manufacture, import, use, purchase or sale of a Licensed Product, or Licensed Process, Licensee will notify LICENSOR Licenser thereof. Licensor shall have thirty (30) days after receipt of the above-mentioned notice to undertake, conduct and control, through counsel of its own choosing (subject to the consent of Licensee, such consent not to be unreasonably withheld) and at its expense, the settlement or defense thereof, and the Licensee shall cooperate with Licensor in connection therewith; provided that (i) Licensor shall not thereby permit to exist any lien, encumbrance or other adverse charge upon any asset of Licensee; (ii) in the event it appears likely, in the reasonable judgment of the Licensee, that different defenses are available to the Licensee or that a conflict of interest may arise between the Licensee and the Licensor with respect to such claim, the Licensee shall choose its own counsel, and the reasonable fees and expenses of such counsel shall be home by the Licensor; (iii) in the event it appears that no conflict of interest will arise between the Licensee and the Licensor and the Licensee desires to choose its counsel, the Licensor shall permit the Licensee to participate in such settlement or defense through such counsel chosen by the Licensee, provided that the fees and expenses of such counsel shall be borne by the Licensee; and (iv) the Licensor shall agree promptly to reimburse the Licensee for the full amount of any unauthorized use and/or suspected infringement of the INTELLECTUAL PROPERTY. Such notification shall include, without limitation, immediately forwarding to LICENSOR any loss resulting from such claim and all documents relating to related expenses incurred by the Licensee. So long as the Licensor is reasonably contesting any such unauthorized use claim in good faith, the Licensee shall not pay or suspected infringement settle any such claim. Notwithstanding the foregoing, and providing LICENSOR with provided that no rights of Licensor are thereby in any and all facts and circumstances relating to such unauthorized use way compromised or suspected infringement. 14.02 LICENSOR infringed, the Licensee shall have the primaryright to pay or settle any such claim, provided that in such event the Licensee shall waive any right to indemnity, contribution or any other form of repayment therefor (however described) by the Licensor, and in reimburse the first instance soleLicensor for any payments made to the date of the settlement. If the Licensor does not notify the Licensee within thirty (30) days after receipt of the Licensee's notice of a claim of indemnity hereunder that it elects to undertake the defense thereof, right to institute a suit for infringement, unfair competition the Licensee or other action with respect to any unauthorized use or suspected infringement. LICENSOR its Sublicensee shall have the sole right to contest, settle or compromise the claim in the exercise of its exclusive discretion at the expense of the Licensor, and the reasonable costs and expenses (including but not limited to determine how reasonable attorneys' fees and expenses) incurred by them in connection with the defense of such claim, at the expense of Licensor. Licensee shall ▇▇▇▇ Licensor monthly for all costs and expenses incurred in the defense of any such claim, and Licensor shall promptly remit payment of all such bills to handle Licensee Licensor's failure to make such payment shall be a material default under this License Agreement. Licensor shall be entitled to participate in any such suit or otherwise deal action with its own counsel at its own expense. In the event of any claim under this Article XII, each of Licensor and Licensee shall (1) fully cooperate with each other in connection with any infringement such claim, (2) on reasonable notice have any of its employees, officers, directors, agents and other representatives testify when necessary, and (3) on reasonable notice make available to each other as necessary all relevant records, specimens, samples and other information in its possession at its own expense. (a) (ii) If, as a result of any such claim described in "(a)" above, Licensee or unauthorized use its Sublicensee is required by reason of an order of a court, arbitration board or other similar body or by reason of a settlement between the INTELLECTUAL PROPERTYparties, including the right to settle pay a royalty or otherwise compromise any dispute make other similar payments to a third party, on if as a result of such claim, Licensee or suitits Sublicensee is obligated to pay damages other than a royalty to a third party, Licensor shall be responsible for all such damages, and shall promptly notify LICENSEE of its decision. LICENSOR defend, indemnify and hold harmless Licensee with respect thereto. (b) Licensee, as exclusive Licensee, shall have no duty the power, but not the obligation, to initiate such litigation ifinstitute, in its sole judgment, such litigation is not warranted or is not in its best interests. 14.03 LICENSEE may join prosecute and be represented insettle, at its own expense expense, suits for infringement of the Patent Rights and/or Licensed Process within the Licensed Field of Use, and if, required by its own counsellaw, any proceeding relating Licensor will join as parry plaintiff in such suits. Licensee shall be entitled to any unauthorized use or suspected infringement to prove its own interests. 14.04 LICENSEE agrees that it shall, at all times, reasonably recoveries in such suits. Licensor shall (1) fully cooperate with LICENSOR and Licensee in connection with any such proceeding, (2) on reasonable notice have any of its counselemployees, in all respects, with respect to any unauthorized use or suspected or alleged infringement at LICENSOR's expense, including, but not limited to, having LICENSEE's principalsofficers, directors, employees, officers and/or agents testifyand other representatives testify when necessary, and making (3) on reasonable notice make available any to Licensee as accessary all relevant records, papersspecimens, information, specimens samples and the like when requested by LICENSORother information in its possession all at commercially reasonable expense of Licensee. 14.05 Any damages and/or recovery received pursuant (c) In the event that Licensee declines to pursue any claim of infringement of the Licensed Patents or Licensed Process brought to its attention by Licensor within ninety (90) days following written notice from Licensor, Licensor may thereafter, and at its sole cost and expense, pursue such litigation or settlement or compromise infringement independently of Licensee, and shall be the sole and exclusive property of LICENSORentitled to retain all resulting proceeds or recoveries. 14.06 If LICENSOR decides, in its discretion, not to take any action with respect to an unauthorized use or suspected infringement, then LICENSEE may, at its own option and sole expense, take such action on its own behalf as it deems appropriate and any damages, recovery, settlement or compromise obtained thereby shall be for the account of LICENSEE.

Infringement. 14.01 LICENSEE shall immediately notify LICENSOR of any unauthorized use and/or suspected infringement of the INTELLECTUAL PROPERTY. Such notification shall include, without limitation, immediately forwarding to LICENSOR any and all documents relating to any such unauthorized use or suspected infringement and providing LICENSOR with any and all facts and circumstances relating to such unauthorized use or suspected infringement. 14.02 LICENSOR shall have the primary, and in the first instance sole, right to institute a suit for infringement, unfair competition or other action with respect to any unauthorized use or suspected infringement7.1. LICENSOR shall have the sole discretion to determine how to handle or otherwise deal with any infringement or unauthorized use of the INTELLECTUAL PROPERTY, including the right to settle or otherwise compromise any dispute or suit, and shall promptly notify LICENSEE of its decision. LICENSOR shall have no duty to initiate such litigation if, in its sole judgment, such litigation is not warranted or is not in its best interests. 14.03 LICENSEE may join and be represented indefend, at its own expense by its own counselexpense, any proceeding relating to action against either LICENSOR or LICENSEE based on a claim that the LICENSED INTELLECTUAL PROPERTY infringes a United States or foreign patent, or United States or foreign copyright or involves misappropriation of a trade secret. LICENSOR will pay such damages or costs as are finally awarded against LICENSOR or LICENSEE for such infringement or misappropriation provided that LICENSEE gives LICENSOR: (a) prompt written notice of any unauthorized use such action and of all prior related claims; (b) sole control of the defense and settlement of such action; and (c) full cooperation (at LICENSOR’s expense) in any defense or suspected infringement to prove its own interestssettlement. LICENSOR shall not be liable for any fees, costs or damages incurred without such prior written notice, control and cooperation. 14.04 7.2. Exclusive Remedy. Should any LICENSED INTELLECTUAL PROPERTY become, or in LICENSEE's opinion be likely to become, the subject of a claim of infringement or trade secret misappropriation as set forth in Article 7.1 above, LICENSEE agrees that it shallshall give prompt written notice to LICENSOR of the existence or likelihood of filing of a claim for infringement or trade secret misappropriation. Upon receipt of such written notice, LICENSOR, at all times, reasonably cooperate with LICENSOR its option and expense shall either: (a) obtain for LICENSEE the right to continue using the LICENSED INTELLECTUAL PROPERTY free of any claim of infringement or misappropriation; (b) replace or modify the LICENSED INTELLECTUAL PROPERTY so its counsel, in all respects, use becomes non-infringing or otherwise lawful; or (c) terminate this License Agreement with respect to the infringing portion of the LICENSED INTELLECTUAL PROPERTY. In the event that LICENSOR elects to terminate this License Agreement, LICENSEE shall proceed to return any unauthorized use or suspected or alleged infringement at LICENSOR's expense, including, but not limited to, having LICENSEE's principals, directors, employees, officers and/or agents testify, and making available any records, papers, information, specimens and the like when requested all Intellectual Property provided to LICENSEE by LICENSOR. 14.05 Any damages and/or recovery received pursuant to such litigation or settlement or compromise shall be the sole and exclusive property of LICENSOR. 14.06 If LICENSOR decides, in its discretion, not to take any action with respect to an unauthorized use or suspected infringement, then LICENSEE may, at its own option and sole expense, take such action on its own behalf as it deems appropriate and any damages, recovery, settlement or compromise obtained thereby shall be for the account of LICENSEE.

Infringement. 14.01 LICENSEE shall immediately notify LICENSOR Except as may be set forth on Schedule 3.2(u)(ix), neither of Hexavision or its Subsidiary is, and neither of Hexavision or its Subsidiary has been a party to any proceeding, nor, to the knowledge of Escrow Parties, has any proceeding been threatened, that involves or involved a claim of infringement misappropriation or other wrongful use or exploitation, either (i) by Hexavision or its Subsidiary against any other Person or (ii) by any Person against Hexavision or its Subsidiary of any unauthorized use and/or suspected infringement Intellectual Property Asset or of the INTELLECTUAL PROPERTYIntellectual Property Right used or exploited by Hexavision or its Subsidiary in the conduct of their business, nor, to the knowledge of Escrow Parties, is there any reasonable basis therefor. Such notification shall includeExcept as may be set forth in Schedule 3.2(u)(ix), without limitationthe use, immediately forwarding to LICENSOR practice or other exploitation of (A) any of the Owned Marks, (B) any of the Owned Patent Rights, (C) any of the Owned Copyrights, (D) the subject matter of any other work of authorship fixed in a tangible medium that is used, copied, modified, displayed or distributed in connection with the conduct by Hexavision and all documents relating its Subsidiary of their business, including any Software and, (E) any of the Licensed Intellectual Property, do not conflict with, infringe upon, violate or result in a misappropriation of, any patent, copyright, trade secret or other Intellectual Property Right or other right of any Person, nor is any of the foregoing subject to any such unauthorized outstanding order, judgement, decree, stipulation or agreement restricting the use thereof by Hexavision and its Subsidiary or, in the case of any Intellectual Property Asset licensed to Hexavision and its Subsidiary, restricting the sale, transfer, assignment or suspected infringement licensing thereof by Hexavision and providing LICENSOR with its Subsidiary to any Person. Except as may be set forth in Schedule 3.2(u)(ix), Hexavision and all facts and circumstances relating to such unauthorized use or suspected infringement. 14.02 LICENSOR shall its Subsidiary have the primary, and in the first instance sole, exclusive right to institute a suit bring actions against any Person that is infringing any Intellectual Property Assets other than Licensed Intellectual Property and to retain for infringement, unfair competition or other action with respect to itself any unauthorized use or suspected infringement. LICENSOR shall have the sole discretion to determine how to handle or otherwise deal with damages recovered in any infringement or unauthorized use of the INTELLECTUAL PROPERTY, including the right to settle or otherwise compromise any dispute or suit, and shall promptly notify LICENSEE of its decision. LICENSOR shall have no duty to initiate such litigation if, in its sole judgment, such litigation is not warranted or is not in its best interestsaction. 14.03 LICENSEE may join and be represented in, at its own expense by its own counsel, any proceeding relating to any unauthorized use or suspected infringement to prove its own interests. 14.04 LICENSEE agrees that it shall, at all times, reasonably cooperate with LICENSOR and its counsel, in all respects, with respect to any unauthorized use or suspected or alleged infringement at LICENSOR's expense, including, but not limited to, having LICENSEE's principals, directors, employees, officers and/or agents testify, and making available any records, papers, information, specimens and the like when requested by LICENSOR. 14.05 Any damages and/or recovery received pursuant to such litigation or settlement or compromise shall be the sole and exclusive property of LICENSOR. 14.06 If LICENSOR decides, in its discretion, not to take any action with respect to an unauthorized use or suspected infringement, then LICENSEE may, at its own option and sole expense, take such action on its own behalf as it deems appropriate and any damages, recovery, settlement or compromise obtained thereby shall be for the account of LICENSEE.

Infringement. 14.01 LICENSEE (a) Each party hereto and any non-LICENSOR co-exclusive licensee shall immediately notify promptly report in writing to LICENSOR or BAYER or LICENSOR and BAYER as the case may be during the term of any unauthorized use and/or this Agreement any: (i) known infringement or suspected infringement of any of the INTELLECTUAL PROPERTYPatent Rights; or (ii) unauthorized use or misappropriation of the Know-How by a third party of which it becomes aware, and shall provide each other entity with all available evidence supporting said infringement, suspected infringement or unauthorized use or misappropriation. (b) In the event that BAYER does not have the right to enforce the Patent Rights and Know-How as determined by Article 3.5 herein, within thirty (30) days after LICENSOR becomes, or is made, aware of any of the foregoing, it shall decide whether or not to initiate an infringement or other appropriate suit and shall advise BAYER of its decision in writing. Such notification The inability of LICENSOR to decide on a course of action within such thirty (30) day period shall includefor purposes of this Agreement be deemed a decision not to initiate an infringement or other appropriate suit. LICENSOR shall include a provision to this effect in any co-exclusive license it grants to a third party. Within sixty (60) days after LICENSOR becomes, or is made, aware of any infringement, suspected infringement or unauthorized use or misappropriation by a third party, as provided in Paragraph (a) above, and provided that LICENSOR shall have advised BAYER of its decision to file suit within the thirty (30) day period provided in Paragraph (a) above, LICENSOR shall have the right to initiate an infringement or other appropriate suit anywhere in the world against such third party. LICENSOR shall provide BAYER with an opportunity to make suggestions and comments regarding such suit and shall promptly notify BAYER of the commencement of such suit. LICENSOR shall keep BAYER promptly informed of, and shall from time to time consult with BAYER regarding the status of any such suit and shall provide BAYER with copies of all documents filed in, and all written communications relating to, such suit. (c) Provided that the terms of paragraph (b) above apply, LICENSOR shall select counsel for any suit referred to in Paragraph (b) above who shall be reasonably acceptable to BAYER. LICENSOR shall, except as provided below, pay all expense of the suit, including, without limitation, immediately forwarding attorney’s fees and court costs. BAYER, in its sole discretion, may elect within sixty (60) days after the receipt by BAYER from LICENSOR of notice of the commencement of such litigation, to contribute to the costs incurred by LICENSOR any in connection with such litigation in an amount not to exceed 50 percent (50%) of such costs. Any damages, settlement fees or other consideration for past infringement received as a result of such litigation shall be shared by LICENSOR and all documents relating BAYER pro rata based on their respective sharing of the costs of such litigation. If necessary BAYER shall join as a party to any the suit but shall be under no obligation to participate except to the extent that such unauthorized use or suspected infringement and providing LICENSOR with any and all facts and circumstances relating participation is required as the result of being a named party to such unauthorized use or suspected infringement. 14.02 LICENSOR the suit. BAYER shall have the primaryright to participate and be represented in any suit by its own counsel at its own expense. LICENSOR shall not settle any suit involving Patent Rights or Know-How license to BAYER without obtaining the prior written consent of BAYER, and which consent shall not be unreasonably withheld. (d) In the event that LICENSOR does not inform BAYER of its intent to initiate an infringement or other appropriate suit within the thirty (30) day period, or does not initiate such an infringement or other appropriate action within the sixty (60) day period provided in Paragraph (b) above, or in the first instance sole, event that BAYER has the right to institute a suit for infringementenforce the Patent Rights and Know-How as determined by Article 3.5 herein, unfair competition BAYER shall have the right, at its expense, to initiate an infringement or other appropriate suit. In exercising its right pursuant to this Paragraph (d), BAYER shall have the sole and exclusive right to select counsel and shall pay all expenses of the suit including without limitation attorneys’ fees and court costs. If necessary, LICENSOR shall join as a party to the suit and shall participate only to the extent that such participation is required as a result of its being a named party to the suit or being the holder of any patent at issue or being the owner of any Know-How at issue. At BAYER’S request, LICENSOR shall offer reasonable assistance to BAYER in connection therewith at no charge to BAYER except for reimbursement of reasonable out-of-pocket expenses incurred in rendering such assistance. Without limitation the generality of the preceding sentence, LICENSOR shall cooperate fully in order to enable BAYER to institute any action with respect to any unauthorized use or suspected infringementhereunder. LICENSOR shall have the sole discretion to determine how to handle or otherwise deal with any infringement or unauthorized use of the INTELLECTUAL PROPERTY, including the right to settle or otherwise compromise any dispute or suit, and shall promptly notify LICENSEE of its decision. LICENSOR shall have no duty to initiate such litigation if, in its sole judgment, such litigation is not warranted or is not in its best interests. 14.03 LICENSEE may join and be represented in, in any such suit by its own counsel at its own expense by its own counsel, any proceeding relating to any unauthorized use or suspected infringement to prove its own interestsexpense. 14.04 LICENSEE agrees that it shall(e) In the event of any incongruity between this Article 7 and Article 3.5 hereof, at all times, reasonably cooperate with LICENSOR and its counsel, in all respects, with respect to any unauthorized use or suspected or alleged infringement at LICENSOR's expense, including, but not limited to, having LICENSEE's principals, directors, employees, officers and/or agents testify, and making available any records, papers, information, specimens and the like when requested by LICENSORArticle 3.5 will have precedence. 14.05 Any damages and/or recovery received pursuant to such litigation or settlement or compromise shall be the sole and exclusive property of LICENSOR. 14.06 If LICENSOR decides, in its discretion, not to take any action with respect to an unauthorized use or suspected infringement, then LICENSEE may, at its own option and sole expense, take such action on its own behalf as it deems appropriate and any damages, recovery, settlement or compromise obtained thereby shall be for the account of LICENSEE.

Infringement. 14.01 LICENSEE shall immediately notify LICENSOR In the event of any unauthorized use and/or suspected claim, action, proceeding or suit by a third party against Vendor alleging an infringement of any United States patent, United States copyright, or United States trademark, or a violation in the INTELLECTUAL PROPERTYUnited States of any trade secret or proprietary rights be reason of the use, in accordance with Lucent's or other applicable specifications, of any Product, Licensed Material (software or related documentation), if any, or other item furnished by Lucent to Vendor under this Agreement, Lucent, at its expense, will defend Vendor, subject to the conditions and exceptions stated below. Such notification Lucent will reimburse Vendor for any cost, expense or attorney's fees, incurred by Lucent's written request for authorization, and will indemnify Vendor against any liability assessed against Vendor by final judgment on account of such infringement or violation arising out of such use. If Vendor's or Bell ▇▇▇antic's use shall includebe enjoined or in Lucent's opinion is likely to be enjoined, without limitationLucent will, immediately forwarding at its expense and at its option, either (a) replace the affected Product, Licensed Material or other item furnished pursuant to LICENSOR this Agreement with a suitable suBell Atlanticitute free of any infringement or violation, (b) modify it so that it will be free of the infringement or violation, or (c) procure for Vendor or Bell ▇▇▇antic a license or other right to use it. If none of the foregoing options is practical, Lucent will accept the return of the enjoined Product, Licensed Material or other item and refund to Vendor any amounts paid to Lucent less a reasonable charge for any actual period of use by Vendor. Vendor shall give Lucent prompt written notice of all documents relating such claims, actions, proceedings or suits alleging infringement or violation and Lucent shall have full and complete authority to assume the sole defense thereof; including appeals, and to settle same. Vendor shall, upon Lucent's request and at Lucent's expense, furnish all information and assistance available to Vendor and cooperate in every reasonable way to facilitate the defense and/or settlement of any such claim, action, proceeding or suit. Lucent and Six R Proprietary No undertaking of Lucent under this section shall extend to any such unauthorized use alleged infringement or suspected violation to the extent that it: (a) arises from adherence to design modifications, specifications, drawings, or written instructions which Lucent is directed by Vendor or Bell ▇▇▇antic to follow, but only if such alleged infringement and providing LICENSOR with any and all facts and circumstances relating or violation does not reside in corresponding commercial Product or Licensed Material of Lucent's design or selection; or (b) arises from adherence to such unauthorized use instructions to apply Vendor's or suspected infringement. 14.02 LICENSOR shall have the primaryBell ▇▇▇antic's trademark, and in the first instance soletrade name, right to institute a suit for infringement, unfair competition or other action company identification; or (c) resides in a Product or Licensed Material which is not of Lucent's origin and which is furnished by Vendor or Bell ▇▇▇antic to Lucent for use under this Agreement; or (d) relates to use of Products, Licensed Materials or other items provided by Lucent in combinations with other Products, Licensed Materials or other items, furnished either by Lucent or others, which combination was not installed, recommended or otherwise approved by Lucent. In the foregoing cases (a) through (d), Vendor will defend and save Lucent harmless, subject to the same terms and conditions and exceptions stated above with respect to any unauthorized use or suspected infringementLucent's rights and obligations under this clause. LICENSOR shall have the sole discretion to determine how to handle or otherwise deal with any infringement or unauthorized use of the INTELLECTUAL PROPERTY, including the right to settle or otherwise compromise any dispute or suit, [* Confidential treatment will be requested] Lucent and shall promptly notify LICENSEE of its decision. LICENSOR shall have no duty to initiate such litigation if, in its sole judgment, such litigation is not warranted or is not in its best interests. 14.03 LICENSEE may join Six R Proprietary * Confidential treatment will be requested Lucent and be represented in, at its own expense by its own counsel, any proceeding relating to any unauthorized use or suspected infringement to prove its own interests. 14.04 LICENSEE agrees that it shall, at all times, reasonably cooperate with LICENSOR and its counsel, in all respects, with respect to any unauthorized use or suspected or alleged infringement at LICENSOR's expense, including, but not limited to, having LICENSEE's principals, directors, employees, officers and/or agents testify, and making available any records, papers, information, specimens and the like when requested by LICENSOR. 14.05 Any damages and/or recovery received pursuant to such litigation or settlement or compromise shall be the sole and exclusive property of LICENSOR. 14.06 If LICENSOR decides, in its discretion, not to take any action with respect to an unauthorized use or suspected infringement, then LICENSEE may, at its own option and sole expense, take such action on its own behalf as it deems appropriate and any damages, recovery, settlement or compromise obtained thereby shall be for the account of LICENSEE.Six R Proprietary * Confidential treatment requested

Infringement. 14.01 LICENSEE 10 A. Licensee shall immediately promptly notify LICENSOR Licensor of any unauthorized use and/or suspected infringement or imitation of the INTELLECTUAL PROPERTY. Such notification shall includeLicensed ▇▇▇▇ by third parties, without limitation, immediately forwarding to LICENSOR or any and all documents act of unfair competition by third parties relating to the Licensed ▇▇▇▇, promptly after such infringement or act shall come to Licensee's attention. After receipt of such notice from Licensee, Licensor shall, in the exercise of its sole discretion, decide whether to take action to stop such infringement or other act. If Licensor decides to take such action, Licensee shall fully cooperate with Licensor and, if so requested by Licensor, shall join with Licensor as a party to any action brought by Licensor. Licensor shall bear all expenses in connection with such action. Any recovery as a result of such action belong solely to Licensor. If Licensor, in the exercise of its discretion, declines to commence, prosecute or settle any such unauthorized use or suspected infringement, then Licensee, at its own expense, may take steps to stop such infringement and providing LICENSOR with any and all facts and circumstances relating subject to such unauthorized use or suspected infringement. 14.02 LICENSOR the following conditions: (i) Licensor shall have the primaryright to approve the selection of counsel by Licensee; (ii) Licensee shall keep Licensor continuously apprised of the progress of such proceeding, and (iii) no settlement or compromise of such proceeding may be made by Licensee without the prior written approval of Licensor, which approval shall not be unreasonably withheld or delayed. All intangible benefits resulting from such proceeding shall inure to the benefit of Licensor. In the event that any monetary recovery is made against such infringer, Licensee shall recoup its litigation expenses, including reasonable counsel fees, from such recovery and then remit the balance of the recovery to Licensor. 10 B. In the event that any person other than Licensee or a customer shall use the Licensed ▇▇▇▇ in a manner which infringes upon the exclusive License hereby granted, Licensor shall, following written notice thereof from Licensee, initiate any action which Licensor, in the first instance soleexercise of its reasonable discretion, right deems appropriate to institute a suit for infringement, unfair competition or other action restrain such infringement with respect to the Licensed Merchandise. In such event Licensee shall, at Licensor's expense, join with Licensor in such action to the extent and in such manner as Licensor, in its reasonable discretion, may deem advisable for the protection of the respective rights of Licensor and/or Licensee to the Licensed Marks. Licensee agrees to cooperate fully with Licensor in connection with any unauthorized use such claims or suspected infringementsuits and undertakes to furnish full assistance to Licensor in the conduct of all proceedings in regard thereto. LICENSOR Licensor shall have the sole discretion to determine how to handle or otherwise deal with any infringement or unauthorized use of the INTELLECTUAL PROPERTYright, including the right to settle or otherwise compromise any dispute or suit, and shall promptly notify LICENSEE of its decision. LICENSOR shall have no duty to initiate such litigation if, exercisable in its sole judgment, such litigation is not warranted or is not in its best interests. 14.03 LICENSEE may join and be represented in, at its own expense by its own counsel, any proceeding relating to any unauthorized use or suspected infringement to prove its own interests. 14.04 LICENSEE agrees that it shall, at all times, reasonably cooperate with LICENSOR and its counsel, in all respects, with respect to any unauthorized use or suspected or alleged infringement at LICENSOR's expense, including, but not limited to, having LICENSEE's principals, directors, employees, officers and/or agents testify, and making available any records, papers, information, specimens and the like when requested by LICENSOR. 14.05 Any damages and/or recovery received pursuant to such litigation or settlement or compromise shall be the sole and exclusive property of LICENSOR. 14.06 If LICENSOR decides, in its discretion, not to take settle any action with respect claim or suit of the kind referred to an unauthorized use or suspected infringement, then LICENSEE may, at its own option and sole expense, take such action on its own behalf as it deems appropriate and any damages, recovery, settlement or compromise obtained thereby shall be for the account of LICENSEEin this Section 10(B).

Infringement. 14.01 LICENSEE shall immediately 33.1 Each of Licensee and Licensor agrees promptly to notify LICENSOR the other of any unauthorized Infringements or any suspected Infringements or any claim by any third party that Licensee's use and/or suspected infringement of the INTELLECTUAL PROPERTYrights licensed hereunder infringes any intellectual property rights of any third party of which they become aware. 33.2 Licensee may initiate proceedings alleging an Infringement in its own name and at its own expense. Such notification Licensor shall, at the reasonable request and cost of Licensee, give Licensee any assistance it may reasonably request in connection with such proceedings. Licensee shall includehave sole discretion regarding selection of counsel and venue, without limitationand ultimate and determinative authority regarding patent litigation strategy; provided, immediately forwarding that Licensee shall keep Licensor fully informed as to LICENSOR any the conduct of such proceedings. If so requested by Licensee and all documents relating necessary for Licensor to be a plaintiff or claimant party, Licensor shall join in any such unauthorized use infringement proceedings as a plaintiff or suspected infringement and providing LICENSOR claimant party with any and all facts and circumstances relating Licensee or allow Licensee to take such unauthorized use or suspected infringementproceedings in Licensor's name. 14.02 LICENSOR 33.3 If Licensee does not, within three (3) months after having any Infringement drawn to its attention by Licensor, commence an action for such Infringement pursuant to clause 7.2, then Licensor shall be entitled (but not obliged) to commence proceedings for such Infringement in its own name and at its own expense. Licensee shall, at the request and cost of Licensor, give Licensor any assistance reasonably requested by Licensor in connection with such proceedings. Licensor shall keep Licensee fully informed as to the conduct of such proceedings. Licensee shall have the primaryright to participate in the decision-making process with regard to any decisions that would reasonably affect the scope of the patent claims. Any sums recovered in the course of such proceedings from the Infringer, whether by way of damages, account of profits, costs or otherwise, shall be applied first in reimbursing Licensor for its external costs and expenses of such proceedings (which shall include any related allegation or claim made by the defendant that any rights or patent claim asserted in such action are invalid and/or unenforceable), including legal fees and expenses, patent attorney fees and expenses and experts' fees and expenses (provided that Licensor shall not be responsible for legal expenses or costs incurred by Licensee's counsel related to (i) monitoring or (ii) participating in the litigation due to a conflict) and the balance shall be paid to Licensee. If so requested by Licensor and necessary or desirable for Licensee to be a plaintiff or claimant party, Licensee shall join in any such infringement proceedings as a plaintiff or claimant party with Licensor or allow Licensor to take such proceedings in Licensee's name. 33.4 If in the course of any infringement action brought by Licensee pursuant to clause 7.2 or in the course of any infringement action brought by Licensor pursuant to clause 7.3, an allegation or claim be made by the defendant in such action that any rights or patent claim asserted in such action are invalid and/or unenforceable, the party that brought the infringement action (the "Controlling Party") shall bear all costs associated with, and shall be solely responsible for, defending such allegation or claim. The Controlling Party shall consult with the other party in all significant matters concerning the first instance soledefence of such allegation or claim of invalidity and/or unenforceability, right to institute a suit for infringementincluding issues of strategy and settlement, unfair competition or other action with respect to any unauthorized use or suspected infringement. LICENSOR and shall have the sole discretion to determine how to handle or otherwise deal act in accordance with any infringement or unauthorized use reasonable request of the INTELLECTUAL PROPERTY, including the right other party. Neither party shall seek to settle or otherwise compromise such allegation or claim of invalidity and/or unenforceability without the consent of the other party. 33.5 Where one party (the "Joining Party") becomes a party to proceedings at the request of the other (the "Requesting Party") pursuant to clause 7.2 or 7.4, then the Requesting Party shall indemnify the Joining Party for any dispute costs or suitexpenses incurred in respect of such proceedings and for any liability for costs awarded to any other party and for which the Joining Party is liable to pay. 33.6 In the event that a party becomes aware of any threatened or actual opposition in respect of any patent application within the Licensed Patents or any claim that any granted Licensed Patent is invalid, the party becoming aware shall forthwith notify the other of such matter and the parties shall consult with each other in good faith as to the defence of such opposition or claim. If Licensor does not wish to defend any such claim, and does not commence the defence of any such allegation or claim within 2 months of notice of the allegation or claim, Licensee may do so (but not otherwise), provided that Licensee shall bear all costs associated with, and shall promptly notify LICENSEE be solely responsible for, defending such allegation or claim. Licensee shall consult with the Licensor on all significant matters concerning the defence of its decision. LICENSOR shall have no duty to initiate such litigation ifallegation or claim, in its sole judgment, such litigation is not warranted or is not in its best interests. 14.03 LICENSEE may join including issues of strategy and be represented in, at its own expense by its own counsel, any proceeding relating to any unauthorized use or suspected infringement to prove its own interests. 14.04 LICENSEE agrees that it shall, at all times, reasonably cooperate with LICENSOR and its counsel, in all respects, with respect to any unauthorized use or suspected or alleged infringement at LICENSOR's expense, including, but not limited to, having LICENSEE's principals, directors, employees, officers and/or agents testifysettlement, and making available shall act in accordance with any records, papers, information, specimens and the like when requested by LICENSOR. 14.05 Any damages and/or recovery received pursuant reasonable request of Licensor. Neither party shall seek to such litigation or settlement settle or compromise shall be such allegation or claim of invalidity and/or unenforceability without the sole and exclusive property consent of LICENSORthe other party. 14.06 If LICENSOR decides, in its discretion, not to take any action with respect to an unauthorized use or suspected infringement, then LICENSEE may, at its own option and sole expense, take such action on its own behalf as it deems appropriate and any damages, recovery, settlement or compromise obtained thereby shall be for the account of LICENSEE.

Infringement. 14.01 LICENSEE shall immediately notify LICENSOR 12.1. If either party discovers any actual or suspected infringing or interfering use of any unauthorized use and/or suspected infringement of the INTELLECTUAL PROPERTYLicensed Rights by any third party, it shall promptly notify the other party in writing. Such notification Licensor may take such steps to stop such infringement or interference as Licensor may deem necessary, in its sole discretion, to protect the Licensed Rights. Licensee shall includereasonably cooperate with Licensor at no charge to Licensee to stop such infringement or interference. Licensor shall have full control over any such action, including, without limitation, immediately forwarding the right to LICENSOR select counsel, to settle on any terms it deems advisable in its sole discretion, to appeal any adverse decision rendered in any court, to discontinue any action taken by it and all documents relating otherwise to make any decision in respect thereto as it deems advisable in its sole discretion; provided, however, that Licensor shall not grant rights to third parties that diminish the rights granted to Licensee under this Agreement without the prior written consent of Licensee. If Licensor fails to resolve such unauthorized use actual or suspected infringement and providing LICENSOR with any and all facts and circumstances relating or interference or initiate a lawsuit or reasonable measures to cease such unauthorized use actual or suspected infringement. 14.02 LICENSOR infringement within ten (10) days of receiving written notice of such actual or suspected infringement or interference from Licensee or delivering written notice of such actual or suspected infringement or interference to Licensee, as applicable, Licensee shall have the primaryright, and in but not the first instance soleobligation, right to institute a suit for infringement, unfair competition initiate an action or take other action reasonable measures with respect to any unauthorized use or suspected infringement. LICENSOR shall have the sole discretion to determine how to handle or otherwise deal with any infringement or unauthorized use of the INTELLECTUAL PROPERTY, including the right to settle or otherwise compromise any dispute or suit, and shall promptly notify LICENSEE of its decision. LICENSOR shall have no duty to initiate such litigation if, in its sole judgment, such litigation is not warranted or is not in its best interests. 14.03 LICENSEE may join and be represented in, at its own expense by its own counsel, any proceeding relating to any unauthorized use actual or suspected infringement to prove or interference on its own interests. 14.04 LICENSEE agrees behalf, including to control any such action, to settle any such action, to appeal any adverse decision, to make any decision with respect thereto and to collect any damages or the benefit therefrom; PROVIDED THAT Licensee shall (a) provide to Licensor, upon request, information concerning any such action, (b) consult with Licensor, upon request, regarding such action and consider in good faith Licensor's recommendations with respect thereto, and (c) not settle any such action in a manner that will materially impair the rights of Licensor or its other licensees or their sublicensees. In no event shall Licensee be required to take any action if Licensee deems it inadvisable to so do. Licensor shall, at all timesif requested by Licensee, reasonably cooperate with LICENSOR and its counsel, in all respects, with respect to any unauthorized use or suspected or alleged infringement at LICENSOR's expense, including, but not limited to, having LICENSEE's principals, directors, employees, officers and/or agents testify, and making available any records, papers, information, specimens and Licensee concerning the like when requested by LICENSORforegoing described matters. 14.05 12.2. Any damages and/or recovery received lawsuit or action initiated pursuant to such litigation or settlement or compromise Section 12.1 by Licensor shall be prosecuted at the sole expense of Licensor and exclusive property of LICENSOR. 14.06 If LICENSOR decides, in its discretion, not to take any action with respect to an unauthorized use or suspected infringement, then LICENSEE may, at its own option and sole expense, take such action on its own behalf as it deems appropriate and any damages, recovery, settlement or compromise obtained thereby all sums recovered shall be for retained by Licensor. Any lawsuit or action initiated pursuant to Section 12.1 by Licensee shall be prosecuted at the account sole expense of LICENSEELicensee and all sums recovered shall be retained by Licensee.

Infringement. 14.01 LICENSEE A. Licensee and CMCC shall immediately notify LICENSOR each inform the other promptly in writing of any unauthorized use and/or suspected alleged infringement by a third party of the INTELLECTUAL PROPERTYPatent Rights in the Field of Use and of any available evidence thereof. Such notification shall include, without limitation, immediately forwarding to LICENSOR any Confidential materials omitted and all documents relating to any such unauthorized use or suspected infringement filed separately with the Securities and providing LICENSOR with any and all facts and circumstances relating to such unauthorized use or suspected infringementExchange Commission. Asterisks denote omissions. 14.02 LICENSOR B. During the term of this Agreement, CMCC shall have the primaryright, and in the first instance solebut shall not be obligated, right to institute a suit for infringement, unfair competition or other action with respect to any unauthorized use or suspected infringement. LICENSOR shall have the sole discretion to determine how to handle or otherwise deal with any infringement or unauthorized use of the INTELLECTUAL PROPERTY, including the right to settle or otherwise compromise any dispute or suit, and shall promptly notify LICENSEE of its decision. LICENSOR shall have no duty to initiate such litigation if, in its sole judgment, such litigation is not warranted or is not in its best interests. 14.03 LICENSEE may join and be represented in, prosecute at its own expense any infringement of the Patent Rights and, in furtherance of such right, Licensee hereby agrees that CMCC may include Licensee as a party plaintiff in any such suit, without expense to Licensee. The total cost of any such infringement action commenced or defended solely by CMCC shall be borne by CMCC. CMCC shall keep any recovery or damages for past infringement derived therefrom. C. If within [**] after having been notified of any alleged infringement, CMCC shall have been unsuccessful in persuading the alleged infringer to desist and shall not have brought and shall not be diligently prosecuting an infringement action, or if CMCC shall notify Licensee at any time prior thereto of its intention not to bring suit against any alleged infringer then, and in those events only, Licensee shall have the right, but shall not be obligated, to prosecute at its own counselexpense any infringement of the Patent Rights in the Field of Use, and Licensee may, for such purposes, use the name of CMCC as party plaintiff; provided, however, that such right to bring such an infringement action shall remain in effect only for so long as the license granted hereunder remains exclusive. No settlement, consent judgment or other voluntary final disposition of the suit may be entered into without the consent of CMCC, which consent shall not be unreasonably withheld. Licensee shall indemnify CMCC against any proceeding order for costs that may be made against CMCC in such proceedings. D. In the event Licensee shall undertake the enforcement and/or defense of the Patent Rights in the Field of Use by litigation, Licensee may withhold up to [**] percent ([**]%) of the payments otherwise thereafter due to CMCC under Article IV above and apply the same toward reimbursement of up to [**] percent ([**]%) of Licensee's expenses, including reasonable attorney's fees, in connection therewith. Any recovery of damages by Licensee for each such suit shall be applied first in satisfaction of any unreimbursed expenses and legal fees of Licensee relating to such suit and next toward reimbursement of CMCC for any unauthorized use payments under Article IV past due or suspected infringement withheld and applied pursuant to prove this Article VII. The balance remaining from any such recovery shall be treated as sublicensing income. E. In the event that a declaratory judgment action alleging invalidity or noninfringement of any of the Patent Rights shall be brought against Licensee, CMCC, at its option, shall have the right, within thirty (30) days after commencement of such action, to intervene and participate in the defense of the action at its own interestsexpense. 14.04 LICENSEE agrees that it F. In any infringement suit which either party may institute to enforce the Patent Rights pursuant to this Agreement, the other party hereto shall, at all timesthe request and the expense of the party initiating such suit, reasonably cooperate with LICENSOR and its counsel, in all respectsreasonable respects and, with respect to any unauthorized use or suspected or alleged infringement at LICENSOR's expensethe extent reasonably possible, including, but not limited to, having LICENSEE's principals, directors, employees, officers and/or agents testify, have its employees testify when requested and making make available any relevant records, papers, information, specimens samples, specimens, and the like when requested by LICENSORlike. 14.05 G. Licensee shall during the exclusive period of this Agreement have the sole right subject to the terms and conditions hereof to sublicense any alleged infringer for future use of the Patent Rights. Any damages and/or recovery received pursuant upfront fees paid to Licensee as part of such litigation or settlement or compromise a sublicense shall be the sole shared equally between Licensee and exclusive property of LICENSOR. 14.06 If LICENSOR decides, in its discretion, not to take any action with respect to an unauthorized use or suspected infringement, then LICENSEE may, at its own option and sole expense, take such action on its own behalf as it deems appropriate and any damages, recovery, settlement or compromise obtained thereby CMCC. Any other royalties shall be for treated as set forth in Article IV, Paragraph A.5. Confidential materials omitted and filed separately with the account of LICENSEESecurities and Exchange Commission. Asterisks denote omissions.

Infringement. 14.01 LICENSEE shall immediately notify LICENSOR (a) In the event that Licensee becomes aware of any unauthorized use and/or suspected infringement of the INTELLECTUAL PROPERTYLicensed IP, or of any uses of confusingly or substantially similar trademarks, service marks, or trade names on or in connection with the marketing, advertising or provision of similar goods or services in the Territory (each, an “Unauthorized Use”), Licensee shall promptly provide Licensor with written notice thereof. Such notification Licensee shall include, without limitation, immediately forwarding be deemed to LICENSOR any and all documents relating be aware of an Unauthorized Use requiring notice to any such unauthorized use Licensor under this Section 5(a) only if (i) one of its headquarters senior executives or suspected infringement and providing LICENSOR with any and all facts and circumstances relating to such unauthorized use (ii) its general manager of the Territory (or suspected infringementone of his/her direct reports) has or acquires actual knowledge thereof. 14.02 LICENSOR (b) Licensor shall have the primaryright, but not the obligation, to challenge and attempt to eliminate each Unauthorized Use. Licensee, at Licensor’s expense, shall reasonably cooperate with Licensor in the first instance soleinvestigating, right to institute a suit for infringement, unfair competition prosecuting and settling any infringement action instituted by Licensor against any person or other action with respect to any unauthorized use or suspected infringemententity engaging in an Unauthorized Use. LICENSOR Licensee shall have the sole discretion right to determine how approve the settlement of any infringement action instituted by Licensor, or any other agreement between Licensor and a third party, concerning an Unauthorized Use only to handle the extent such settlement or other agreement is inconsistent with, or otherwise deal with imposes additional limitations or restrictions upon, the license rights granted to Licensee under this Agreement. In the event that Licensor chooses not to timely defend or prosecute any infringement or unauthorized use of Unauthorized Use, Licensee may do so at its own expense. (c) Except to the INTELLECTUAL PROPERTYextent provided in Section 5(b) above, including Licensee shall not have the right to prosecute or settle an infringement action against any person or otherwise compromise any dispute or suit, and shall promptly notify LICENSEE of its decision. LICENSOR shall have no duty to initiate such litigation if, entity who engages in its sole judgment, such litigation is not warranted or is not in its best interestsan Unauthorized Use. 14.03 LICENSEE may join and be represented in, at its own expense by its own counsel, any proceeding relating to any unauthorized use or suspected infringement to prove its own interests. 14.04 LICENSEE agrees that it shall, at all times, reasonably cooperate with LICENSOR and its counsel, in all respects, with respect to any unauthorized use or suspected or alleged infringement at LICENSOR's expense, including, but not limited to, having LICENSEE's principals, directors, employees, officers and/or agents testify, and making available any records, papers, information, specimens and the like when requested by LICENSOR. 14.05 Any damages and/or recovery received pursuant to such litigation or settlement or compromise shall be the sole and exclusive property of LICENSOR. 14.06 If LICENSOR decides, in its discretion, not to take any action with respect to an unauthorized use or suspected infringement, then LICENSEE may, at its own option and sole expense, take such action on its own behalf as it deems appropriate and any damages, recovery, settlement or compromise obtained thereby shall be for the account of LICENSEE.

Infringement. 14.01 10.1. LICENSEE and PSRF shall immediately notify LICENSOR promptly provide written notice, to the other party, of any unauthorized use and/or suspected alleged infringement by a third party of the INTELLECTUAL PROPERTY. Such notification shall include, without limitation, immediately forwarding to LICENSOR any patent licensed hereunder under LICENSED PATENTS and all documents relating to any provide such unauthorized use or suspected infringement and providing LICENSOR other party with any and all facts and circumstances relating to available evidence of such unauthorized use or suspected infringement. 14.02 LICENSOR 10.2. During the term of the License Agreement, PSRF shall have the primaryinitial right, and in but not the first instance soleobligation, right to institute a suit for infringement, unfair competition or other action with respect to any unauthorized use or suspected infringement. LICENSOR shall have the sole discretion to determine how to handle or otherwise deal with any infringement or unauthorized use of the INTELLECTUAL PROPERTY, including the right to settle or otherwise compromise any dispute or suit, and shall promptly notify LICENSEE of its decision. LICENSOR shall have no duty to initiate such litigation if, in its sole judgment, such litigation is not warranted or is not in its best interests. 14.03 LICENSEE may join and be represented inprosecute and/or defend, at its own expense and utilizing counsel of its choice, any infringement of, and/or challenge to, the LICENSED PATENTS. In furtherance of such right, LICENSEE hereby agrees that PSRF may join LICENSEE as a party in any such suit, without expense to LICENSEE. The total cost of any such action, commenced or defended solely by PSRF, shall be borne by PSRF. Any recovery or damages derived therefrom shall be divided equally between PSRF and LICENSEE after subtracting PSRF's expenses and legal fees relating to such action. 10.3. If within three (3)months after having been notified of any alleged infringement, PSRF shall have been unsuccessful in persuading the alleged infringer to desist and shall not have brought and shall not be diligently prosecuting an infringement action, or if PSRF shall notify LICENSEE at any time prior thereto of its intention not to bring suit against any alleged infringer in the TERRITORY, and in those events only, LICENSEE shall have the right, but not the obligation, at its own counselexpense and utilizing counsel of its choice, to prosecute any infringement of, and/or defend any challenge to, the LICENSED PATENTS, and LICENSEE may, for such purposes, join PSRF as a party plaintiff; provided, however, that such right to bring such an infringement action shall remain in effect only for so long as the license granted herein remains exclusive. No settlement, consent judgment or other voluntary, final disposition of the suit may be entered into without the, consent of PSRF, which consent shall be timely and not unreasonably withheld. LICENSEE agrees to keep PSRF reasonably informed as to the status of any such action and to provide copies to PSRF, upon request by PSRF, of any papers or information relevant to the prosecution of any such action. LICENSEE shall timely inform PSRF of any offer for settlement presented by a third party for any such action and LICENSEE shall consider PSRF's input in deciding whether or not to accept any such settlement offer. The total cost of any such action commenced or defended solely by LICENSEE shall be borne by LICENSEE. 10.4. In the event that LICENSEE shall undertake the enforcement and/or defense of the LICENSED PATENTS, as provided in Paragraph 10.2 and 10.3, any proceeding recovery of damages by LICENSEE for each such suit shall be applied first in satisfaction of any unreimbursed expenses and legal fees of LICENSEE relating to such suit. The balance remaining from any unauthorized use such recovery shall be divided equally between LICENSEE and PSRF. 10.5. In the event that a declaratory judgment action alleging invalidity or suspected infringement noninfringement of any of the LICENSED PATENTS shall be brought against LICENSEE, PSRF, at its option, shall have the right, within (30) days after commencement of such action, to prove intervene and take over the sole defense of the action at its own interestsexpense. 14.04 LICENSEE agrees that it 10.6. In any infringement suit as either party may institute to enforce the LICENSED PATENTS pursuant to this License Agreement, the other party hereto shall, at all timesthe request and expense of the party initiating such suit, reasonably cooperate with LICENSOR and its counsel, in all respectsrespects and, with respect to any unauthorized use or suspected or alleged infringement at LICENSOR's expensethe extent possible, including, but not limited to, having LICENSEE's principals, directors, employees, officers and/or agents testify, have its employees testify when requested and making make available any relevant records, papers, information, specimens samples, specimens, and the like when requested by LICENSORlike. 14.05 10.7. LICENSEE, during the exclusive period of this License Agree shall have the sole rights in accordance with the terms and conditions sublicense herein to any alleged infringer in the TERRITORY for future use of the LICENSED PATENTS. Any damages and/or recovery received pursuant to upfront fees as part of such litigation or settlement or compromise sublicense shall be the sole shared equally between LICENSEE and exclusive property of LICENSORPSRF. 14.06 If LICENSOR decides, in its discretion, not to take any action with respect to an unauthorized use or suspected infringement, then LICENSEE may, at its own option and sole expense, take such action on its own behalf as it deems appropriate and any damages, recovery, settlement or compromise obtained thereby shall be for the account of LICENSEE.

Infringement. 14.01 LICENSEE shall immediately notify LICENSOR 12.1 OSI represents and warrants that it has the sole ownership of and/or the right to license and sub-license the Licensed Software as contemplated by this Agreement and has the full power to grant the rights granted herein without the consent of any unauthorized use and/or suspected infringement of the INTELLECTUAL PROPERTY. Such notification other person or entity. 12.2 OSI shall includedefend, without limitationindemnify and hold Licensee and its officers, immediately forwarding to LICENSOR directors, agents and employees harmless from and against any and all documents relating to claims, suits, damages, liabilities, costs and expenses (including reasonable attorneys' fees) arising out of or resulting from any such unauthorized claim that Licensee's use of the OSI Proprietary Software infringes a United States patent or suspected infringement and providing LICENSOR with copyright, or trademark or misappropriates a trade secret of any third party, provided OSI is: a) promptly notified of any and all facts threats, claims and circumstances relating proceedings related thereto, b) given reasonable assistance (at OSI's sole cost and expense), and c) given the opportunity to assume sole control over the defense and all negotiations for settlement or compromise. OSI shall not, however, enter into any settlement without Licensee's prior written consent, which shall not be unreasonably withheld, if such unauthorized use or suspected infringement. 14.02 LICENSOR settlement impairs any material right of Licensee under the Agreement. Notwithstanding anything to the contrary contained herein, Licensee shall have the primary, and in the first instance sole, right to institute a suit for infringement, unfair competition or other action with respect to any unauthorized use or suspected infringement. LICENSOR shall have the sole discretion to determine how to handle or otherwise deal with any infringement or unauthorized use of the INTELLECTUAL PROPERTY, including the right to settle or otherwise compromise any dispute or suit, defend and shall promptly notify LICENSEE of its decision. LICENSOR shall have no duty to initiate such litigation if, in its sole judgment, such litigation is not warranted or is not in its best interests. 14.03 LICENSEE may join and be represented insettle, at its own expense by its own counsel, any proceeding relating to any unauthorized use or suspected infringement to prove its own interests. 14.04 LICENSEE agrees that it shall, at all times, reasonably cooperate with LICENSOR and its counsel, in all respects, with respect to any unauthorized use or suspected or alleged infringement at LICENSOROSI's expense, includingagainst any such infringement or misappropriation claim in the event that OSI fails to assume or reasonably pursue such defense or reasonably protect the rights of the Licensed Software, but not limited to, having LICENSEE's principals, directors, employees, officers and/or agents testify, and making available any records, papers, information, specimens and provided such rights conform with the like when requested by LICENSORprovisions of this Agreement. 14.05 Any damages and/or recovery received pursuant to such litigation 12.3 In the event that the Licensed Software, or settlement or compromise shall be any portion thereof, becomes the sole and exclusive property subject of LICENSOR. 14.06 If LICENSOR decidesa claim of infringement of misappropriation, in its discretion, not to take any action with respect to an unauthorized use or suspected infringement, then LICENSEE OSI may, at its own option and sole expense, take such action on its own behalf as it deems appropriate any of the following steps so that Licensee's use is not subject to any claim of infringement or misappropriation and Licensee is provided with functionally equivalent software to the reasonable satisfaction of Licensee, provided that Licensee's use of the Licensed Software conforms with the provisions of the Agreement: a) procure for Licensee the right to continue using the Licensed Software or b) replace or modify the infringing portion of the Licensed Software. 12.4 The foregoing obligations of OSI do not apply with respect to software and any damagesother products or portions or components thereof a) which are not the latest available release supplied by OSI to Licensee, recoveryb) which are modified by Licensee after shipment by OSI, settlement if the alleged infringement relates to such modification, unless OSI has consented to the modification in writing or compromise obtained thereby shall be such modifications is otherwise authorized, permitted or provided for under the account Specifications, Documentation or this Agreement, or c) which are combined with other products, processes or materials where the alleged infringement relates to such combination, unless OSI has consented in writing to such combination or such combination is otherwise authorized, permitted or provided for under the Specifications, Documentation or this Agreement. 12.5 THE FOREGOING STATES THE ENTIRE LIABILITY OF OSI WITH RESPECT TO INFRINGEMENT OF ANY PATENTS, COPYRIGHTS, TRADEMARKS OR MISAPPROPRIATION OF TRADE SECRETS BY THE OSI PROPRIETARY SOFTWARE OR ANY PARTS THEREOF. NO COSTS OR EXPENSES SHALL BE INCURRED FOR THE ACCOUNT OF OSI BY LICENSEE OR ITS AGENTS WITHOUT THE PRIOR WRITTEN CONSENT OF OSI. 12.6 The provisions of LICENSEESections 12.2 do not apply to any Third Party Software.

Infringement. 14.01 LICENSEE shall immediately notify LICENSOR In the event of any unauthorized use and/or suspected suit, claim, action or proceeding against Licensee arising from allegations that Software or any portion thereof furnished by Licensor constitutes infringement of any patent, copyright, trade secret, or any other proprietary right of any third party, Licensor will defend Licensee's right, title and interest to the INTELLECTUAL PROPERTYsame against such suit, claim, action or proceeding at Licensor’s expense, provided Licensee promptly notifies Licensor in writing of such suit, claim, action or proceeding. Such notification shall include, without limitation, immediately forwarding to LICENSOR any and all documents relating to any such unauthorized use or suspected infringement and providing LICENSOR with any and all facts and circumstances relating to such unauthorized use or suspected infringement. 14.02 LICENSOR Licensor shall have the primary, and in the first instance sole, right to institute a engage an external counsel to defend Licensor and Licensee and Licensee shall co-operate with said external counsel. If as the result of any such suit for infringement, unfair competition or other action with respect to any unauthorized use or suspected infringement. LICENSOR Licensee shall have be prevented from the sole discretion to determine how to handle or otherwise deal with any infringement or unauthorized use of the INTELLECTUAL PROPERTYSoftware, including the right to settle or otherwise compromise any dispute or suit, and Licensor shall promptly notify LICENSEE of its decision. LICENSOR shall have no duty to initiate such litigation if, in its sole judgment, such litigation is not warranted or is not in its best interests. 14.03 LICENSEE may join and be represented in, at its own expense discretion and expense, procure for the Licensee to use the same or substitute to non-infringing software. The above indemnity is void if the infringement is caused due to the Licensee's use of Software, or parts thereof, together with other products not delivered by its own counselLicensor and/or, if Software, or parts thereof, has been used for operations for which it has not been intended or designed. THE TOTAL AGGREGATE LIABILITY OF LICENSOR UNDER THE ABOVE INDEMNITY CLAUSE SHALL NOT, UNDER ANY CIRCUMSTANCES, EXCEED THE AMOUNT OF THE FIRST ANNUAL MAINTENANCE FEE PAID TO LICENSOR UNDER THE PROCUREMENT DOCUMENTS. IN NO EVENT SHALL LICENSOR BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY, OR CONSEQUENTIAL DAMAGES (INCLUDING, BUT NOT LIMITED TO, PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES; LOSS OF USE, DATA, OR PROFITS; OR BUSINESS INTERRUPTION) HOWEVER CAUSED AND ON ANY THEORY OF LIABILITY, WHETHER IN CONTRACT, STRICT LIABILITY, OR TORT (INCLUDING NEGLIGENCE OR OTHERWISE) ARISING IN ANY WAY OUT OF THE USE OF SOFTWARE, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGE. THE LIABILITY OF LICENSOR IS ALWAYS LIMITED TO THE AMOUNT OF THE FIRST ANNUAL MAINTENANCE FEE PAID TO LICENSOR UNDER THE PROCUREMENT DOCUMENTS. LICENSEE REPRESENTS AND WARRANTS THAT IT WILL USE SOFTWARE TO PEACEFUL PURPOSES ONLY AND IN ACCORDANCE WITH THE GUIDELINES OF NUCLEAR SUPPLIERS GROUP (▇▇▇▇://▇▇▇.▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇.▇▇▇/guide.htm). LICENSOR SHALL NOT BE LIABLE FOR ANY DAMAGE CAUSED TO THE NUCLEAR PLANT OR FOR ANY NUCLEAR DAMAGE, INCLUDING DAMAGE TO THIRD PARTIES. LICENSEE SHALL FULLY INDEMNIFY LICENSOR AND HOLD LICENSOR HARMLESS AGAINST ANY AND ALL LIABILITY WITH REGARD TO SUCH LOSSES AND DAMAGES. SOFTWARE IS A BEST ESTIMATE APPLICATION, AND LICENSOR DOES NOT GIVE ANY WARRANTIES OR GUARANTEES AS TO THE CORRECTNESS OF RESULTS AND/OR INFORMATION ACQUIRED THROUGH THE USE OF SOFTWARE. LICENSEE SHALL BE SOLELY LIABLE FOR THE USE OF SUCH RESULTS AND/OR INFORMATION AND COMPLYING WITH ALL APPLICABLE LAWS AND REGULATIONS IN CONNECTION WITH SUCH USE. ANY DAMAGES PAYABLE BY LICENSOR ON ANY BASIS WHATSOEVER ARISING FROM THE LICENSEE’S USE OF SOFTWARE SHALL BE REIMBURSED BY LICENSEE TO LICENSOR. Neither party shall reveal any proceeding relating information it may receive on the other party's business operations, trade secrets, proprietary know-how and like information to any unauthorized use third party, without the approval of the other party, except in the case the information: • is or suspected infringement becomes public information through no fault of the receiving party, • is already in the possession of the receiving party at the time of receipt, • is independently developed by the receiving party, or • otherwise lawfully becomes available to prove its own intereststhe receiving party under no obligation of confidentiality. Disclosed information may only be used in accordance with the Procurement Documents. 14.04 LICENSEE agrees that it shall, at all times, reasonably cooperate with LICENSOR and its counsel, in all respects, with respect to any unauthorized use or suspected or alleged infringement at LICENSOR's expense, including, but not limited to, having LICENSEE's principals, directors, employees, officers and/or agents testify, and making available any records, papers, information, specimens and the like when requested by LICENSOR. 14.05 Any damages and/or recovery received pursuant to such litigation or settlement or compromise shall be the sole and exclusive property of LICENSOR. 14.06 If LICENSOR decides, in its discretion, not to take any action with respect to an unauthorized use or suspected infringement, then LICENSEE may, at its own option and sole expense, take such action on its own behalf as it deems appropriate and any damages, recovery, settlement or compromise obtained thereby shall be for the account of LICENSEE.

Infringement. 14.01 LICENSEE COMPANY shall immediately notify LICENSOR inform [***] promptly in writing of any unauthorized use and/or suspected alleged infringement of the INTELLECTUAL PROPERTYPATENT RIGHTS by a third party and of any available evidence thereof. Such notification Subject to COMPANY’s right to join in the prosecution of infringements set forth below, the OWNERS shall have the right, but not the obligation, to prosecute in their own discretion and at their own expense, all infringements of the PATENT RIGHTS. The total cost of any such sole infringement action shall be borne by the OWNERS, and the OWNERS shall keep any recovery or damages derived therefrom. In any such infringement suits, COMPANY shall, at the OWNERS’ expense, cooperate in all respects. COMPANY shall have the right to join the OWNERS’ prosecution of any infringements of the PATENT RIGHTS: In any such joint infringement suits, the OWNERS and COMPANY will cooperate in all respects. The OWNERS and COMPANY will agree in good faith on the sharing of the total cost of any such joint infringement action and the sharing of any recovery or damages derived therefrom. In the event that the OWNERS decide not to prosecute infringements of the PATENT RIGHTS, neither solely nor jointly with COMPANY, [***] shall offer to COMPANY to prosecute any such infringement in its own discretion and at its own expense. …. The OWNERS shall, at COMPANY’S expense, cooperate. The total cost of any such sole infringement action shall be borne by COMPANY, and COMPANY shall keep any recovery or damages derived therefrom. In the event that COMPANY intends to make any arrangements with the infringer to settle the infringement (such as sublicenses), and solely the OWNERS or the OWNERS jointly with COMPANY have prosecuted the infringement, any such settlement needs the prior written approval of [***], which shall not unreasonably be withheld; reasons to withheld include, without limitation, immediately forwarding that the settlement is financially disadvantageous for the OWNERS or [***]. Any infringer to LICENSOR any and all documents relating to any which COMPANY grants such unauthorized use or suspected infringement and providing LICENSOR with any and all facts and circumstances relating to such unauthorized use or suspected infringement. 14.02 LICENSOR shall have the primary, and in the first instance sole, right to institute a suit for infringement, unfair competition or other action with respect to any unauthorized use or suspected infringement. LICENSOR shall have the sole discretion to determine how to handle or otherwise deal with any infringement or unauthorized use of the INTELLECTUAL PROPERTY, including the right to settle or otherwise compromise any dispute or suit, and shall promptly notify LICENSEE of its decision. LICENSOR shall have no duty to initiate such litigation if, in its sole judgment, such litigation is not warranted or is not in its best interests. 14.03 LICENSEE may join and be represented in, at its own expense by its own counsel, any proceeding relating to any unauthorized use or suspected infringement to prove its own interests. 14.04 LICENSEE agrees that it shall, at all times, reasonably cooperate with LICENSOR and its counsel, in all respects, with respect to any unauthorized use or suspected or alleged infringement at LICENSOR's expense, including, but not limited to, having LICENSEE's principals, directors, employees, officers and/or agents testify, and making available any records, papers, information, specimens and the like when requested by LICENSOR. 14.05 Any damages and/or recovery received pursuant to such litigation or settlement or compromise sublicenses shall be the sole and exclusive property of LICENSORa SUBLICENSEE under this Agreement. 14.06 If LICENSOR decides, in its discretion, not to take any action with respect to an unauthorized use or suspected infringement, then LICENSEE may, at its own option and sole expense, take such action on its own behalf as it deems appropriate and any damages, recovery, settlement or compromise obtained thereby shall be for the account of LICENSEE.

Infringement. 14.01 17.1 If LICENSEE becomes aware of an infringement or has reasonable cause to believe that there has been an infringement of any LICENSED PATENT, LICENSEE shall immediately notify LICENSOR in writing concerning LICENSEE’s knowledge of any unauthorized use and/or suspected infringement of the INTELLECTUAL PROPERTY. Such notification shall include, without limitation, immediately forwarding to LICENSOR any and all documents relating to any such unauthorized use or suspected infringement and providing LICENSOR with any and all facts and circumstances relating to such unauthorized use or suspected infringement. 14.02 LICENSOR shall have the primary, and in the first instance sole, right to institute a suit for infringement, unfair competition or other action with respect to any unauthorized use or suspected infringement. LICENSOR shall have the sole discretion to determine how to handle or otherwise deal with any infringement or unauthorized use of the INTELLECTUAL PROPERTYreasonable cause for belief of infringement. Such notice should include: an analysis of how the claims of any LICENSED PATENT read-on the allegedly infringing articles; the identity of the alleged infringers; a statement as to whether the alleged infringers are making, including using, or selling the right allegedly infringing articles; a statement describing the extent of the alleged infringement; and a statement which describes and quantifies the harm being suffered by the LICENSEE as a result of the alleged infringement. If such notice and information are furnished, LICENSOR may volunteer its opinion as to settle whether reasonable cause exists to believe that there has been an infringement. Only during the Five- (5-)Year period of exclusivity, LICENSEE is authorized under the provisions of Chapter 29 of Title 35, United States Code, or otherwise compromise any dispute or suitother statutes, and shall promptly notify LICENSEE of its decision. LICENSOR shall have no duty (a) to initiate such litigation if, bring suit in its sole judgment, such litigation is not warranted or is not in its best interests. 14.03 LICENSEE may join and be represented inown name, at its own expense by its own counsel, any proceeding relating to any unauthorized use or suspected infringement to prove its own interests. 14.04 LICENSEE agrees that it shall, at all times, reasonably cooperate with LICENSOR and its counsel, in all respects, with respect to any unauthorized use or suspected or alleged infringement at LICENSOR's expense, including, but not limited to, having LICENSEE's principals, directors, employees, officers and/or agents testify, and making available any records, papers, information, specimens and the like when requested by LICENSOR. 14.05 Any damages and/or recovery received pursuant to such litigation or settlement or compromise shall be the sole and exclusive property of LICENSOR. 14.06 If LICENSOR decides, in its discretion, not to take any action with respect to an unauthorized use or suspected infringement, then LICENSEE may, at its own option and sole expense, take such action on its own behalf as it deems appropriate behalf, for infringement of the LICENSED PATENT, and (b) in any such suit, to enjoin infringement and to collect for its use, damages, recoveryprofits and awards of whatever nature, settlement recoverable from such infringement, subject to payment of royalties due to LICENSOR, and further, (c) to settle any claim or compromise obtained thereby suit for infringement of the LICENSED PATENT, as by granting a sublicense under this AGREEMENT. With respect to the royalties due to LICENSOR from LICENSEE’s successful infringement action, the parties agree to enter into good faith negotiations to arrive at the appropriate amount of royalties due to LICENSOR. The authority to bring suit is subject to the continuing right of the United States to bring suit itself or to intervene in LICENSEE’s suit; and, in either event, LICENSEE shall be for the account of LICENSEEgive LICENSOR reasonable notice and assistance.

Infringement. 14.01 LICENSEE 8.1. COMPANY shall immediately promptly notify LICENSOR, and LICENSOR shall promptly notify COMPANY, of any unauthorized use and/or suspected infringement of any Licensed Patents. During the INTELLECTUAL PROPERTYterm of this Agreement, LICENSOR and COMPANY shall have the right to institute an action for infringement of the Licensed Patents against a third party in accordance with the following: COMPANY shall have the first right to enforce any Licensed Patents against such infringer, including defending any declaratory judgment action brought against it alleging the invalidity of a Licensed Patent, and shall bear the entire cost of such action. Such notification COMPANY agrees to defend LICENSOR against any counterclaim brought against it in such action. It is LICENSOR’ s intention that COMPANY be able to prosecute an alleged infringement without including LICENSOR as a party to the litigation, should LICENSOR choose at its discretion not to be a party to the litigation, and as such herein grants COMPANY the rights in Licensed Patents to ▇▇▇ an infringer alone. Should LICENSOR choose not to join in such action, to the extent necessary for standing purposes, upon COMPANY’s request, LICENSOR shall includeassign to LICENSEE only such rights to the applicable Licensed Patent that may be necessary to permit COMPANY to initiate or prosecute such action without LICENSOR, provided that COMPANY shall be responsible for all reasonable attorney’s fees and costs associated with LICENSOR’s participation in such suit. COMPANY shall reimburse LICENSOR for any costs incurred, including reasonable attorneys’ fees, as part of any action brought by COMPANY. COMPANY shall not enter into any settlement agreement, voluntary dismissal, consent judgment or other voluntary final disposition in any action regarding the Licensed Patents, including, without limitation, immediately forwarding any settlement of a claim relating to the scope, validity or enforceability of any Licensed Patent, without the express written consent of LICENSOR, such consent not to be unreasonably withheld or delayed. Any recovery or settlement received for punitive or exemplary damages based on a claim where COMPANY has borne the entire cost of such action shall be retained by COMPANY. If LICENSOR has joined in such action: then any other recovery or settlement received, including compensatory damages or damages based on a loss of revenues which exceed the out-of-pocket costs and expenses incurred by COMPANY and LICENSOR ( hereinafter “Net Recovery”), shall be deemed to be the proceeds of Sales of Licensed Products in the fiscal quarter received by COMPANY and COMPANY shall pay to LICENSOR any and all documents relating to any an amount representing the royalty which would have been paid by COMPANY in accordance with the provisions of Article 4 had such unauthorized use or suspected infringement and providing LICENSOR with any and all facts and circumstances relating to such unauthorized use or suspected infringement. 14.02 LICENSOR shall have the primary, and in the first instance sole, right to Net Recovery been accrued by COMPANY as Sales. If COMPANY does not institute a suit for an action against an infringer within ninety (90) days of receipt of notice of infringement, unfair competition or other action with respect LICENSOR may, upon thirty (30) days written notice to any unauthorized use or suspected infringement. LICENSOR shall have the sole discretion to determine how to handle or otherwise deal with any infringement or unauthorized use of the INTELLECTUAL PROPERTYCOMPANY, including the right to settle or otherwise compromise any dispute or suit, and shall promptly notify LICENSEE of its decision. LICENSOR shall have no duty to initiate institute such litigation ifaction, in its sole judgment, such litigation is not warranted or is not in its best interests. 14.03 LICENSEE may join and be represented in, at its own expense by its own counsel, any proceeding relating to any unauthorized use or suspected infringement to prove its own interests. 14.04 LICENSEE agrees that it shall, at all times, which case COMPANY shall reasonably cooperate with LICENSOR and its counsel, in all respects, with respect to any unauthorized use or suspected or alleged infringement at LICENSOR's expense, including, but not limited to, having LICENSEE's principals, directors, employees, officers and/or agents testify, and making available any records, papers, information, specimens and the like when requested by LICENSOR. 14.05 Any damages and/or recovery received pursuant such effort including being joined as a party to such litigation or settlement or compromise action if necessary. LICENSOR shall be entitled to retain all damages or costs awarded in such action. Should either LICENSOR or COMPANY be a party to a suit under the sole provisions of this Article and exclusive property of LICENSOR. 14.06 If LICENSOR decidesthereafter elect to abandon such suit, in its discretion, not the abandoning party shall give timely notice to take any action with respect to an unauthorized use or suspected infringement, then LICENSEE the other party who may, at its own option and sole expenseif it so desires, take continue prosecution of such action on its own behalf as it deems appropriate suit, provided that the sharing of expenses and any damages, recovery, settlement or compromise obtained thereby recovery in such suit shall be for the account of LICENSEEas agreed upon between LICENSOR and COMPANY.

Infringement. 14.01 8.1 LICENSOR and LICENSEE shall immediately notify LICENSOR promptly give notice to the other in writing of any unauthorized use and/or suspected alleged infringement of the INTELLECTUAL PROPERTYPatent Rights. Such notification The parties shall include, without limitation, immediately forwarding thereupon confer as to LICENSOR any and all documents relating what steps are to any be taken to stop or prevent such unauthorized use or suspected infringement and providing LICENSOR with any and all facts and circumstances relating to such unauthorized use or suspected infringement. 14.02 8.2 LICENSEE shall have the first right to defend Patent Rights against any infringer at LICENSEE's cost and expense including by bringing any legal action for infringement or defending any counterclaim of invalidity or action of a third party for declaratory judgment of non-infringement, which LICENSEE, in its sole discretion, decides is reasonable and necessary for it to undertake. LICENSEE shall bring or defend or may settle any such actions solely at its own expense and through counsel of its selection and will be entitled to retain any settlement or damage award received except as provided for in Paragraph 8.5; provided, however, that LICENSOR shall be entitled in each instance to participate through counsel of its own selection and its own expense. LICENSEE and LICENSOR acknowledge and agree that, although LICENSOR shall have the primaryright at LICENSOR's option to prosecute infringers as provided in the following Paragraph 8.3, LICENSOR is not desirous of being a party to any such infringement suit. LICENSEE shall not join LICENSOR as a party-plaintiff in any suit which LICENSEE may institute unless necessary for the maintenance of said suit, and in then only with the first instance soleprior knowledge and written consent of LICENSOR. In such event, right to institute a suit LICENSOR shall not be chargeable for infringement, unfair competition any costs or other action with respect to any unauthorized use or suspected infringementexpenses. LICENSOR shall have execute all documents necessary for the sole discretion to determine how to handle or otherwise deal with prosecution of any infringement or unauthorized use of the INTELLECTUAL PROPERTY, including the right to settle or otherwise compromise any dispute or suit, suit brought by LICENSEE and shall promptly notify LICENSEE of its decision. LICENSOR shall have no duty to initiate provide other such litigation if, in its sole judgment, such litigation is not warranted or is not in its best interests. 14.03 support as LICENSEE may join require including having its employees testify when requested and be represented in, at its own expense by its own counsel, any proceeding relating to any unauthorized use or suspected infringement to prove its own interests. 14.04 LICENSEE agrees that it shall, at all times, reasonably cooperate with LICENSOR and its counsel, in all respects, with respect to any unauthorized use or suspected or alleged infringement at LICENSOR's expense, including, but not limited to, having LICENSEE's principals, directors, employees, officers and/or agents testify, and making make available any relevant records, papers, information, samples, specimens and the like when requested by LICENSOR. 14.05 Any damages and/or recovery received pursuant to such litigation or settlement or compromise shall be like, all however at the sole and exclusive property of LICENSOR. 14.06 If LICENSOR decidesexpense, in its discretion, not to take any action with respect to an unauthorized use travel and the like, of LICENSEE. 8.3 LICENSOR shall have the right to defend the Patent Rights against infringement in the event that LICENSEE declines to exercise its rights to defend Patent Rights under Paragraph 8.2 and shall have sole discretion to file and prosecute, defend or suspected infringementsettle such infringement and declaratory judgment action at its own expense through counsel of its own selection and will be entitled to retain any settlement or damage award received; provided, then however, that LICENSEE mayshall be entitled in each instance to participate through counsel of its own selection and at its own expense. LICENSEE shall have no responsibility or financial obligation with respect to any such infringement action except to provide reasonable assistance to LICENSOR as requested and LICENSOR shall reimburse LICENSEE for LICENSEE's out-of-pocket expenses in connection with any such assistance. LICENSEE shall execute all documents necessary for the prosecution of any infringement suit brought by LICENSOR and provide other such support as LICENSOR may require, including having its employees testify when requested and make available relevant records, papers, information, samples, specimens and the like, all however at the expense, with respect to travel and the like, of LICENSOR.  8.4 In the event that LICENSOR decides to institute suit, LICENSOR shall be entitled to retain the entire amount of any recovery or settlement. Furthermore, at its own option option, LICENSOR may join LICENSEE as plaintiff. 8.5 LICENSOR shall be entitled to the percentage of any recovery obtained in any infringement suit brought by LICENSEE equal to the amount to which LICENSOR would be entitled under the sublicensee royalty provision of this Agreement had said recovery been paid to LICENSEE as sublicense royalties by the defendant in said infringement suit. LICENSEE may deduct its reasonable costs and sole expenseattorneys' fees incurred in prosecuting such suit, take to the extent such action on its own behalf as costs and fees are not otherwise recovered, prior to calculating the share owing to LICENSOR pursuant to this provision. 8.6 Should either LICENSOR or LICENSEE commence a suit under the provisions of Paragraphs 8.2 or 8.3 and thereafter elect to abandon the same, it deems appropriate shall give timely notice to the other party which may, if it so desires, continue prosecution of such suit; provided, however, that the sharing of expenses and any damages, recovery, settlement or compromise obtained thereby recovery in such suit shall be for the account of agreed upon between LICENSOR and LICENSEE. 8.7 LICENSEE during the period of this Agreement shall have the sole right in accordance with the terms and conditions herein to sublicense any alleged infringer, and LICENSOR shall be entitled to royalties therefrom as specified in Paragraph 4.3.

Infringement. 14.01 8.1 LICENSEE and UKRF shall immediately notify LICENSOR promptly inform the other in writing of any unauthorized use and/or suspected alleged infringement of which it shall have notice by a third party of any patents within the INTELLECTUAL PROPERTY. Such notification shall include, without limitation, immediately forwarding to LICENSOR any Patent Rights and all documents relating to any provide such unauthorized use or suspected infringement and providing LICENSOR other with any and all facts and circumstances available information relating to such unauthorized use or suspected alleged infringement. 14.02 LICENSOR 8.2 During the term of this Agreement, UKRF shall have the primaryright, and in the first instance solebut shall not be obligated, right to institute a suit for infringement, unfair competition or other action with respect to any unauthorized use or suspected infringement. LICENSOR shall have the sole discretion to determine how to handle or otherwise deal with any infringement or unauthorized use of the INTELLECTUAL PROPERTY, including the right to settle or otherwise compromise any dispute or suit, and shall promptly notify LICENSEE of its decision. LICENSOR shall have no duty to initiate such litigation if, in its sole judgment, such litigation is not warranted or is not in its best interests. 14.03 LICENSEE may join and be represented in, prosecute at its own expense any such infringement of the Patent Rights and, in the furtherance of such right, LICENSEE hereby agrees that UKRF may join LICENSEE as a party plaintiff in any such suit, without expense to LICENSEE. The total cost of any such infringement action commenced or defended solely by UKRF shall be borne by UKRF, and UKRF shall keep any recovery or damages for past infringement derived therefrom. 8.3 If within l20 days after having been notified of any alleged infringement, UKRF shall have been unsuccessful in persuading the alleged infringer to desist from the infringing activities and shall not have brought and shall not be diligently prosecuting an infringement action, or if UKRF shall notify LICENSEE at any time prior thereto of its intention not to bring suit against the alleged infringer, then, and in those events only, LICENSEE shall have the right, but shall not be obligated, to prosecute at its own counselexpense such infringement of the Patent Rights, and LICENSEE may, for such purposes, use the name of UKRF as party plaintiff. 8.4 In the event that LICENSEE shall undertake the enforcement and/or defense of the Patent Rights by litigation, LICENSEE may withhold up to fifty percent (50%) of the royalties otherwise due UKRF hereunder and apply the same toward reimbursement of its expenses, including reasonable attorneys' fees, in connection therewith. Any recovery of damages by LICENSEE for any proceeding such suit shall be applied first in satisfaction of any un-reimbursed expenses and legal fees of LICENSEE relating to the suit, and next toward reimbursement of UKRF for any unauthorized use royalties past due or suspected withheld and applied pursuant to this Article 8. The balance remaining from any such recovery shall be retained by LICENSEE and shall constitute Net Sales hereunder. 8.5 In the event that a declaratory judgment action alleging invalidity or non- infringement of any of the Patent Rights shall be brought against LICENSEE, UKRF, at its option, shall have the right, within thirty (30) days after commencement of such action, to prove intervene and take over the sole defense of the action at its own interestsexpense. 14.04 LICENSEE agrees that it 8.6 In any infringement suit either party may institute to enforce the Patent Rights pursuant to this Agreement, the other party hereto shall, at all timesthe request and expense of the party initiating such suit, reasonably cooperate with LICENSOR and its counsel, in all respectsrespects and, with respect to any unauthorized use or suspected or alleged infringement at LICENSOR's expensethe extent reasonable, including, but not limited to, having LICENSEE's principals, directors, employees, officers and/or agents testify, have its employees testify when requested and making make available any relevant records, papers, information, specimens samples, specimens, and the like when requested by LICENSOR. 14.05 Any damages and/or recovery received pursuant like, and the party maintaining the litigation shall reimburse the other party against any order for costs that may be made against such other party in such proceedings. Should UKRF or Licensee commence a suit under the foregoing provisions and thereafter elect to such litigation or settlement or compromise abandon the same, the abandoning party shall be give timely, written notice to the sole and exclusive property of LICENSOR. 14.06 If LICENSOR decidesother party, in its discretion, not to take any action with respect to an unauthorized use or suspected infringement, then LICENSEE maywhich, at its own option option, may chose to continue the prosecution of such suit, with the expenses and recovery being allocated as provided in Section 8.2, 8.3 or 8.4 hereof. [*]=CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY BRACKETED ASTERISKS HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 406 OF THE SECURITIES ACT OF 1933, AS AMENDED. 8.7 LICENSEE, during the exclusive period of this Agreement, shall have the sole expenseright in accordance with the terms and conditions herein to sublicense any alleged infringer under the Patent Rights for future infringements. 8.8 In any patent litigation pursuant to this Article 8, take the party maintaining the litigation shall consult with the other party on material aspects of the litigation and shall select counsel to which the other party has no reasonable objection. No settlement, consent judgment or other voluntary final disposition of any such action litigation may be entered into without the consent of the other party, which consent shall not unreasonably be withheld or delayed. 8.9 If, during the term of this Agreement, any third party (other than an Affiliate of a party) claims that LICENSEE'S making, using or selling of Licensed Products hereunder infringes on its own behalf as a third-party patent based upon claims that dominate claims in the Licensed Patent Rights, within 120 days after notice by LICENSEE, UKRF shall either (i) procure for LICENSEE the rights to exercise all rights licensed under this Agreement without any additional payment therefor by LICENSEE, or (ii) advise LICENSEE that it deems appropriate elects not to procure such rights itself. If UKRF does not procure such rights within such 120-day period after notice of such claim by LICENSEE, LICENSEE shall have the right, but not the obligation, to procure such rights itself and offset one-half of any royalty payments hereunder by the amount paid by LICENSEE for such third-party rights, provided that the offset under this provision shall not be used to reduce the royalty payment in any period by more than [*] of Net Sales, and any damages, recovery, settlement or compromise obtained thereby amount remaining to be offset from any period shall be carried forward until offset against royalties for the account of LICENSEEfuture periods.

Infringement. 14.01 LICENSEE shall immediately notify LICENSOR (i) Licensee will have the first right (but not the obligation) in its discretion to enforce any Patent within the Relay Patents or Joint Collaboration Patents against any infringement in the Field, including without limitation Competitive Infringement (which may include settlement or otherwise seeking to secure the abatement of such infringement) by counsel of its choice, in its own name, including the right to control the defense of any unauthorized use and/or suspected infringement of the INTELLECTUAL PROPERTY. Such notification shall include, without limitation, immediately forwarding to LICENSOR any and all documents relating challenges to any such unauthorized use Relay Patent or suspected Joint Collaboration Patent as a counterclaim in such infringement proceeding as well as the defense of declaratory judgment actions. Relay shall reasonably cooperate with Licensee in any infringement action pursuant to this Section 12.9. If Licensee finds it necessary or desirable for Relay to join Licensee as a party to any such claim, suit, or proceeding with respect to any such infringement, the Parties will cooperate to execute all papers and providing LICENSOR with any and all facts and circumstances relating perform such acts as will be reasonably required for Relay to join such unauthorized use claim, suit, or suspected infringementproceeding. 14.02 LICENSOR shall have (ii) If Licensee notifies Relay that Licensee declines to enforce any of the primary, and Relay Patents or Joint Collaboration Patents against any infringement in the first instance sole, right Field or fails to institute a suit for infringement, unfair competition or other commence an enforcement action with respect to any unauthorized use infringement of any of the Relay Patents or suspected infringement. LICENSOR shall Joint Collaboration Patents under Section 12.9.2(a)(i) within [***] following delivery of notice pursuant to Section 12.9.1, Relay will thereupon have the sole discretion right (but not the obligation) to determine how to handle enforce applicable Relay Patents or Joint Collaboration Patents against such infringement, at its own cost and expense (which may include settlement or otherwise deal with any infringement or unauthorized use seeking to secure the abatement of the INTELLECTUAL PROPERTYsuch infringement), by counsel of its choice, in its own name, including the right to settle control the defense of any challenges to any such Relay Patent or otherwise compromise any dispute or suitJoint Collaboration Patent as a counterclaim in such infringement proceeding as well as the defense of declaratory judgment actions, and shall promptly notify LICENSEE in each case after prior written notice to Licensee. For the avoidance of its decision. LICENSOR doubt, Relay shall have no duty right to initiate take over enforcement of any Relay Patent or Joint Collaboration Patent against an infringement pursuant to this subclause (a)(ii) if Licensee is enforcing [***] Relay Patent or Joint Collaboration Patent or other Patent in the Licensee IP against such litigation if, infringement. Relay shall further have no right to take over enforcement of any Relay Patent or Joint Collaboration Patent against an infringement pursuant to this subclause (a)(ii) if such infringement is a deemed infringement as a result of the filing of an ANDA by a Third Party with respect to a Licensed Product in its sole judgment, the Field in the Territory with the Licensed Product as the reference product by any such litigation is not warranted or is not in its best interests. 14.03 LICENSEE may join and be represented in, at its own expense by its own counsel, any proceeding relating to any unauthorized use or suspected infringement to prove its own interests. 14.04 LICENSEE agrees that it shall, at all times, Third Party. Licensee shall reasonably cooperate with LICENSOR and its counselRelay in any infringement action pursuant to this Section 12.9.2(a)(ii). If Relay finds it necessary or desirable for Licensee to join Relay as a party to any such claim, in all respectssuit, or proceeding with respect to any unauthorized use such infringement, the Parties will cooperate to execute all papers and perform such acts as will be reasonably required for Licensee to join such claim, suit, or suspected proceeding. During any such claim, suit, or alleged infringement at LICENSOR's expense, including, but not limited to, having LICENSEE's principals, directors, employees, officers and/or agents testify, and making available any records, papers, information, specimens and the like when requested by LICENSOR. 14.05 Any damages and/or recovery received pursuant to such litigation or settlement or compromise shall be the sole and exclusive property of LICENSOR. 14.06 If LICENSOR decides, in its discretion, not to take any action proceeding with respect to an unauthorized use any infringement of any 1971 Patent or suspected infringementRelay Combination Patent, then LICENSEE mayRelay will keep Licensee regularly informed of the status and progress of such enforcement efforts and will reasonably consult with Licensee, at its own option including using reasonable efforts to take Licensee’s comments into good faith consideration with respect to such infringement or the claim construction of any infringement claim in any such Patent. (iii) Notwithstanding anything herein the contrary, Licensee’s rights under this Section 12.9 with respect to Relay Combination Patents are limited to Generic Relay Combination Patents and sole expense, take such action on its own behalf as it deems appropriate and any damages, recovery, settlement or compromise obtained thereby shall be for the account of LICENSEELicensee has no rights under this Section 12.9 with respect to other Relay Combination Patents.

Infringement. 14.01 LICENSEE shall immediately (a) ECC and Sublicensee will promptly notify LICENSOR (within 30 days) one another of any unauthorized use and/or suspected apparent infringement of the INTELLECTUAL PROPERTY. Such notification shall includeTechnology (whether or not such apparent infringement is within the Field of Use) or of the Trademarks which comes to their attention while the Sublicense remains in effect, without limitationand if in ECC's opinion the apparent infringement has substantial and adverse consequences, immediately forwarding ECC shall, at its sole cost and expense, bring suit to LICENSOR any and all documents relating to any enjoin such unauthorized use or suspected infringement and providing LICENSOR with to recover damages therefor. In any action brought by ECC pursuant to this subparagraph, ECC shall select and all facts and circumstances relating to control counsel for the prosecution of such unauthorized use or suspected infringement. 14.02 LICENSOR suit. Sublicensee shall (i) have the primaryright to receive, from time to time, full and complete information from ECC concerning the status of such suit, (ii) have the right, at Sublicensee's own expense, to be represented therein by counsel in an advisory capacity, and (iii) cooperate fully with ECC and provide whatever assistance is reasonably requested by ECC in the first instance sole, right to institute a suit for infringement, unfair competition or other action connection with respect to any unauthorized use or suspected infringement. LICENSOR shall have the sole discretion to determine how to handle or otherwise deal with any infringement or unauthorized use of the INTELLECTUAL PROPERTYsuch suit, including the right preparation and signing of documents. If ECC decides not to settle bring suit to enjoin an alleged infringement either because it is deemed inadvisable or otherwise compromise any dispute or suitDE MINIMIS, and shall promptly notify LICENSEE of its decision. LICENSOR shall have no duty to initiate such litigation ifaction will be required by ECC; however, in its sole judgment, such litigation is not warranted or is not in its best interests. 14.03 LICENSEE may join and be represented inECC's Licensor shall, at its own expense cost and expense, have the right, but not the obligation, to bring suit to enjoin such infringement and to recover damages therefore. In the event ECC's Licensor elects to bring suit, Sublicensee's rights and obligations hereunder shall be the same as if ECC had undertaken to enjoin such infringement. In the event the action taken by ECC or its Licensor is not satisfactory to Sublicensee, then Sublicensee shall have the right, at its sole cost, to take whatever action it deems appropriate in its own counselname against an alleged infringer. Additionally, ECC and its Licensor shall (1) have the right to consult with Sublicensee prior to Sublicensee pursuing legal action against a potential infringer and thereafter shall have the right to receive, from time to time, full and complete information from Sublicensee concerning any proceeding relating actions Sublicensee has taken against an alleged infringer, and (ii) have the right, at ECC's or its Licensor's, as applicable, own expense, to be represented by counsel in an advisory capacity in any unauthorized use or suspected infringement to prove its own interestslegal proceedings initiated by Sublicensee. 14.04 LICENSEE agrees that it (b) ECC and Sublicensee will promptly notify (within 30 days) one another of any apparent infringement of any Sublicensee owned Process Improvement (whether or not such apparent infringement is within the Field of Use) which comes to their attention and, if in Sublicensee's opinion, the apparent infringement has substantial and adverse consequences, Sublicensee shall, at all timesits sole cost and expense, bring suit to enjoin such infringement and to recover damages therefor. In any action brought by Sublicensee pursuant to this subparagraph, Sublicensee shall select and control counsel for the prosecution of such suit. ECC shall (i) have the right to receive, from time to time, full and complete information from Sublicensee concerning the status of such suit, (ii) have the right, at ECC's own expense, to be represented therein by counsel in an advisory capacity, and (iii) cooperate fully with Sublicensee and provide whatever assistance is reasonably cooperate requested by Sublicensee in connection with LICENSOR such suit, including the preparation and its counsel, in all respects, with respect signing of documents. If Sublicensee decides not to any unauthorized use or suspected or bring suit to enjoin an alleged infringement at LICENSOR's expenseof Sublicensee owned Process Improvements either because it is deemed inadvisable or DE MINIMIS, includingno such action will be required by Sublicensee. In the event the action taken by Sublicensee is not satisfactory to ECC, then ECC shall have the right but not limited to, having LICENSEE's principals, directors, employees, officers and/or agents testify, and making available any records, papers, information, specimens and the like when requested by LICENSOR. 14.05 Any damages and/or recovery received pursuant to such litigation or settlement or compromise shall be the sole and exclusive property of LICENSOR. 14.06 If LICENSOR decides, in its discretion, not to take any action with respect to an unauthorized use or suspected infringement, then LICENSEE mayobligation, at its own option and sole expensecost, to take such whatever action on its own behalf as it deems appropriate and any damagesin its own name against an alleged infringer. Additionally, recovery, settlement or compromise obtained thereby Sublicensee shall be for (i) have the account of LICENSEE.right to consult with ECC prior to ECC pursuing legal action against