Common use of Infringement Clause in Contracts

Infringement. If during the term of this Agreement, either party becomes aware of a third party infringement or threatened infringement of any Licensed Patents, the following provisions shall apply: (a) Introgen shall have the right, but not the obligation, to bring suit (itself or through a designee) to enforce the Licensed Patents, and/or to defend any declaratory judgment action with respect thereto, in each case with respect to the manufacture, sale or use of a product within the Field; provided, however, that Introgen shall keep Corixa reasonably informed as to the defense and/or settlement of such action. Corixa shall have the right to participate in any such action with counsel of its own choice at its own expense. Without limiting the provisions of Section 7.3 below, Corixa agrees to cooperate with Introgen with respect to actions brought by Introgen under this Section 7.2(a) at Introgen’s request and expense. If Introgen decides to undertake such suit, then any amounts received by Introgen in such Action with respect to infringement that occurred prior to the judgment awarding such amounts shall be included, after deducting the costs incurred by Introgen in connection with such Action, in Annual Net Sales hereunder. (b) If Introgen elects not to so initiate an action to enforce the Licensed Patents against a commercially significant infringement by a Third Party within the Field, within one hundred eighty (180) days of a request by Corixa to do so, Corixa may initiate such action at its expense; provided, however, that Corixa shall keep Introgen reasonably informed as to the defense and/or settlement of such action, as requested from time to time by Introgen, and provided that there is not then ongoing a litigation in any country with respect to the Licensed Technology. Introgen shall have the right to participate in any such action with counsel of its own choice at its own expense. Introgen agrees to cooperate with Corixa with respect to actions brought by Corixa under this Section 7.2(b) at Corixa’s request and expense. If Corixa undertakes such suit, then, after deducting the costs incurred by Corixa in connection with such Action, Introgen shall be entitled to receive [***] ([***]%) of any amounts received by Corixa in such action. (c) Upon Introgen’s reasonable request, Corixa agrees to use reasonable efforts, including, but not limited to, with respect to the exercise of rights under the Columbia Agreement (as defined in Section 10.1) to cause Columbia (as defined in Section 10.1) to cooperate in any suit, action or other proceeding under this Section 7.2, at Introgen’s expense. *** Certain information on this page has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions

Infringement. 7.1 GENERAL will protect its PATENT RIGHTS and JOINT PATENT RIGHTS from infringement and prosecute infringers when, in its sole judgement, such action may be reasonably necessary, proper and justified. 7.2 If during the term of this Agreement, either party becomes aware CEREBROTEC 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 party, CEREBROTEC may by notice request GENERAL to take steps to protect the PATENT RIGHT. GENERAL shall notify CEREBROTEC within three (3) months of the receipt of such notice whether GENERAL intends to prosecute the alleged infringement. If GENERAL notifies CEREBROTEC that it intends to so prosecute, GENERAL shall, within three (3) months of its notice to CEREBROTEC either (i) cause infringement to terminate or threatened (ii) initiate legal proceedings against the infringer. In the event GENERAL notifies CEREBROTEC that GENERAL does not intend to prosecute said infringement CEREBROTEC may, upon notice to GENERAL, initiate legal proceedings against the infringer at CEREBROTEC's expense and in GENERAL's name if so required by law. No settlement, consent judgment or other voluntary final disposition of any Licensed Patents, the following provisions shall apply: (a) Introgen shall have the right, but not the obligation, to bring suit (itself or through a designee) to enforce the Licensed Patents, and/or to defend any declaratory judgment action with respect thereto, in each case * Confidential treatment has been requested with respect to the manufacture, sale or use certain portions of this exhibit. Such portions are marked with a product within the Field; provided, however, that Introgen shall keep Corixa reasonably informed as to the defense and/or settlement of such action. Corixa shall have the right to participate in any such action with counsel of its own choice at its own expense. Without limiting the provisions of Section 7.3 below, Corixa agrees to cooperate with Introgen with respect to actions brought by Introgen under this Section 7.2(a) at Introgen’s request and expense. If Introgen decides to undertake such suit, then any amounts received by Introgen in such Action with respect to infringement that occurred prior to the judgment awarding such amounts shall be included, after deducting the costs incurred by Introgen in connection with such Action, in Annual Net Sales hereunder. (b) If Introgen elects not to so initiate an action to enforce the Licensed Patents against a commercially significant infringement by a Third Party within the Field, within one hundred eighty (180) days of a request by Corixa to do so, Corixa may initiate such action at its expense; provided, however, that Corixa shall keep Introgen reasonably informed as to the defense and/or settlement of such action, as requested from time to time by Introgen, and provided that there is not then ongoing a litigation in any country with respect to the Licensed Technology. Introgen shall have the right to participate in any such action with counsel of its own choice at its own expense. Introgen agrees to cooperate with Corixa with respect to actions brought by Corixa under this Section 7.2(b) at Corixa’s request and expense. If Corixa undertakes such suit, then, after deducting the costs incurred by Corixa in connection with such Action, Introgen shall be entitled to receive "[***] ([***]%) " in place of any amounts received by Corixa in such action. (c) Upon Introgen’s reasonable request, Corixa agrees to use reasonable efforts, including, but not limited to, with respect to the exercise of rights under the Columbia Agreement (as defined in Section 10.1) to cause Columbia (as defined in Section 10.1) to cooperate in any suit, action or other proceeding under this Section 7.2, at Introgen’s expenseredacted language. *** Certain information on this page has been omitted and Omitted portions are filed separately with the Securities and Exchange Commission. Confidential treatment has been suit which invalidates or restricts the claims of such PATENT RIGHTS and/or JOINT PATENT RIGHTS may be entered into without the consent of GENERAL, which consent shall not be unreasonable withheld. CEREBROTEC shall indemnify GENERAL against any order for payment that may be made against GENERAL in such proceedings. 7.3 In the event one party shall initiate or carry on legal proceedings to enforce any PATENT RIGHT against any alleged infringer, the other party shall fully cooperate with and supply all assistance reasonably requested with respect by 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 this paragraph. 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 entitled to counsel in such proceedings but at its own expense. Any award paid by third parties as the result of such proceedings (whether by way of settlement or otherwise) shall first be applied to reimbursement of the unreimbursed legal fees and expenses incurred by either party and then the remainder shall be divided between the parties as follows: (a) (i) If the amount is based on lost profits, CEREBROTEC shall receive an amount equal to the omitted portionsdamages the court determines CEREBROTEC has suffered as a result of the infringement less the amount of any royalties that would have been due GENERAL on sales of PRODUCT lost by CEREBROTEC as a result of the infringement had CEREBROTEC made such sales; and

Infringement. If during 11.1 During the term of this Agreement, either party becomes aware of a third party infringement or threatened infringement of any Licensed Patents, the following provisions shall apply: (a) Introgen LICENSEE shall have the right, but not the obligation, first option to bring suit (itself or through a designee) to enforce police the Licensed Patents, and/or Patents and Products against infringement within the Field of Use by other parties. This right to defend police includes defending any action for declaratory judgment action of noninfringement or invalidity; and prosecuting, defending or settling all infringement and declaratory judgment actions at its expense and through counsel of its selection, except that any such settlement shall only be made with respect thereto, in each case the advice and consent of ESCALON. ESCALON shall provide reasonable assistance to LICENSEE with respect to such actions, provided LICENSEE shall reimburse ESCALON for out-of-pocket expenses incurred in connection with any such assistance rendered at LICENSEE’s request or reasonably required by ESCALON. In the manufactureevent LICENSEE elects to institute any such action or suit, sale or use of ESCALON agrees to be named as a product within the Field; provided, however, that Introgen shall keep Corixa reasonably informed as to the defense and/or settlement of such actionnominal party therein. Corixa shall have ESCALON retains the right to participate in any such action participate, with counsel of its own choice choosing and at its own expense. Without limiting , in any action under this Section 11.1. 11.2 In the provisions event that LICENSEE shall institute an action for infringement of Section 7.3 below, Corixa agrees to cooperate with Introgen a Licensed Patent or defend a declaratory judgment or other action with respect to actions brought a Licensed Patent, any portion of any resulting settlement payments or damages awarded which is received by Introgen LICENSEE, less LICENSEE’s actual outside attorney fees and other direct, out-of-pocket litigation expenses, including expenses due ESCALON for its participation in said litigation as provided under this Section 7.2(a11.1 (not to include any compensation paid to employees of LICENSEE or Sublicensees) at Introgen’s request paid and expenseunrecovered by LICENSEE, shall be paid 75% to LICENSEE and 25% to ESCALON. If Introgen decides LICENSEE has paid or pays an annual fee to undertake such suitESCALON under Section 4.6 in the year in which a payment or award as set out above is received, then any amounts received that annual fee may be credited by Introgen in such Action with respect LICENSEE against the share of the payment or award otherwise due to infringement ESCALON, exactly as if that occurred prior to the judgment awarding such amounts shall be included, after deducting the costs incurred by Introgen in connection with such Action, in Annual Net Sales hereundershare represented additional royalties due from LICENSEE. (b) If Introgen elects not 11.3 In the event that LICENSEE fails to so initiate an take action to enforce the ▇▇▇▇▇ any alleged infringement of a Licensed Patents against a commercially significant infringement by a Third Party Patent within the Field, within one hundred eighty sixty (18060) days of a request by Corixa ESCALON to do soso (or within such shorter period which might be required to preserve the legal rights of ESCALON under the laws of any relevant government or political subdivision thereof), Corixa may initiate such action at its expense; provided, however, that Corixa shall keep Introgen reasonably informed as to the defense and/or settlement of such action, as requested from time to time by Introgen, and provided that there is not then ongoing a litigation in any country with respect to the Licensed Technology. Introgen ESCALON shall have the right to participate take such action (including prosecution of a suit) at its expense and LICENSEE shall use reasonable efforts to cooperate in such action, at LICENSEE’s expense. In the event ESCALON elects to institute any such action with counsel of its own choice at its own expense. Introgen or suit, LICENSEE agrees to cooperate with Corixa with respect be named as a nominal party therein. ESCALON shall have full authority to actions brought by Corixa under this Section 7.2(b) at Corixa’s request and expense. If Corixa undertakes settle on such suit, then, after deducting terms as ESCALON shall determine. 11.4 LICENSEE shall promptly notify ESCALON in writing in detail of the costs incurred by Corixa in connection with such Action, Introgen shall be entitled to receive [***] ([***]%) discovery of any amounts received allegation by Corixa a third party of infringement resulting from the practice of Licensed Patents, and of the initiation of any legal action by LICENSEE or by any third party with regard to any alleged infringement or noninfringement. LICENSEE shall in a timely manner keep ESCALON informed and provide copies to ESCALON of all documents regarding all such actionproceedings or actions instituted by LICENSEE. (c) Upon Introgen’s reasonable request, Corixa agrees to use reasonable efforts, including, but not limited to, with respect to the exercise of rights under the Columbia Agreement (as defined in Section 10.1) to cause Columbia (as defined in Section 10.1) to cooperate in any suit, action or other proceeding under this Section 7.2, at Introgen’s expense. *** Certain information on this page has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions

Infringement. If during (a) Each Party shall notify the term of this Agreement, either party other promptly after such Party becomes aware of a third party infringement or threatened any alleged infringement of any Licensed Patents, Patent Rights in any country through the following provisions shall apply:sale of a Licensed Product. (ab) Introgen If any of the Licensed Patent Rights under which Viventia holds a license is infringed by a third party through the sale of a Licensed Product, Viventia and/or its Affiliates and sublicensees shall have the rightright and option, but not the obligation, to bring suit (itself or through an action for infringement, at its sole expense, against such third party in the name of Viventia and/or in the name of Merck, and to join Merck as a designee) to enforce the Licensed Patents, and/or to defend plaintiff if required. Viventia shall promptly notify Merck of any declaratory judgment such action with respect thereto, in each case with respect to the manufacture, sale or use of a product within the Field; provided, however, that Introgen and shall keep Corixa reasonably Merck informed as to the defense and/or settlement prosecution of any action for such infringement. Viventia shall control the conduct of such actionlitigation, including settlement thereof, but shall not settle without the prior consent of Merck, such consent not to be unreasonably delayed or withheld. Corixa In the event Viventia exercises the right to ▇▇▇ herein conferred, any recoveries shall first be used reimburse it for costs and expenses of suit, including attorneys’ fees, and if after such reimbursement any funds remain they shall be treated as Net Sales and Viventia shall promptly pay to Merck the royalty due on same. In the event that Viventia does not institute an infringement proceeding against an infringing third party within one hundred twenty (120) days after becoming aware or receiving notice of any alleged infringement through the sale of a Licensed Product for which it has a right and option to bring an action under this Section 12(b), then Merck shall have the right and option, but not the obligation, to participate in institute such an action and to retain any such action with counsel of its own choice at its own expense. Without limiting the provisions of Section 7.3 below, Corixa agrees to cooperate with Introgen with respect to actions brought by Introgen under this Section 7.2(a) at Introgen’s request and expenserecovered damages. If Introgen decides to undertake such suitby statute or regulation, a delay of one hundred twenty (120) days would result in a diminishment of rights, including by way of example but not limitation loss of the opportunity for a stay of approval of an infringing product, then any amounts received by Introgen in such Action with respect to infringement that occurred prior the one hundred twenty (120) day period above shall be shorted to the judgment awarding such amounts shall be included, after deducting the costs incurred by Introgen in connection with such Action, in Annual Net Sales hereunder. extent required to end ten (b) If Introgen elects not to so initiate an action to enforce the Licensed Patents against a commercially significant infringement by a Third Party within the Field, within one hundred eighty (18010) days before the date on which the diminishment of a request by Corixa to do so, Corixa may initiate such action at its expense; provided, however, that Corixa shall keep Introgen reasonably informed as to the defense and/or settlement of such action, as requested from time to time by Introgen, and provided that there is not then ongoing a litigation in any country with respect to the Licensed Technology. Introgen shall have the right to participate in any such action with counsel of its own choice at its own expense. Introgen agrees to cooperate with Corixa with respect to actions brought by Corixa under this Section 7.2(b) at Corixa’s request and expense. If Corixa undertakes such suit, then, after deducting the costs incurred by Corixa in connection with such Action, Introgen shall be entitled to receive [***] ([***]%) of any amounts received by Corixa in such actionrights would occur. (c) Upon Introgen’s reasonable requestIn any infringement suit either Party may institute to enforce any rights pursuant to this Agreement, Corixa agrees to use reasonable effortsthe other Party hereto shall, includingat the request of the Party initiating such suit, but not limited tocooperate in all respects and, with respect to the exercise extent reasonably possible (without adversely affecting the other Party’s normal business operations), have its employees testify when requested and make available relevant records, papers, information, samples, specimens, and the like. All reasonable out-of-pocket costs incurred in connection with rendering cooperation requested hereunder shall be paid by the Party requesting cooperation. (d) The costs and expenses of rights under any action instituted pursuant to this Section 12 including reasonable fees of attorneys and other professionals) shall be borne by the Columbia Agreement (as defined in Section 10.1) to cause Columbia (as defined in Section 10.1) Party instituting the action, or, if the Parties elect to cooperate in any suitinstituting and maintaining such action, action or such costs and expenses shall be borne by the Parties in such proportions as they may agree in writing. Each Party shall execute all necessary and proper documents and take such actions as shall be appropriate to allow the other proceeding under Party to institute and prosecute such infringement actions (if such other Party has the right to institute and prosecute such infringement actions pursuant to this Section 7.2, at Introgen’s expense. *** Certain information on this page has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions12).

Infringement. 9.1 If during the term production, sale or use of LICENSED PRODUCTS under this LICENSE AGREEMENT by LICENSEE results in any claim for patent infringement against LICENSEE, LICENSEE shall promptly notify UNIVERSITY thereof in writing, setting forth the facts of such claim in reasonable detail. As between the parties to this LICENSE AGREEMENT, LICENSEE shall have the first and primary right and responsibility, at its own expense, to Confidential treatment has been requested with respect to portions of this Agreementagreement as indicated by “[***]” and such confidential portions have been deleted and filed separately with the Securities and Exchange Commission pursuant to Rule 24b-2 of the Securities Exchange Act of 1934, either party becomes aware as amended. defend and control the defense of any such claim against LICENSEE, by counsel of its own choice. It is understood that any settlement, consent judgment or other voluntary disposition of such actions must be approved by UNIVERSITY, such approval not being unreasonably withheld. Subject to the policies of the Board of Governors of UNIVERSITY, 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 any 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 infringement or threatened infringement there is misappropriation of any Licensed PatentsUNIVERSITY TECHNOLOGY by a third party, the following provisions shall apply: (a) Introgen LICENSEE shall have the primary right, but not the obligation, to bring suit (itself institute, prosecute and control any action or through a designee) proceeding with respect to enforce the Licensed Patentssuch infringement or misappropriation, and/or to defend by counsel of its choice, including any declaratory judgment action with respect theretoarising from such infringement or misappropriation. It is understood that any settlement, in each case with respect to the manufacture, sale consent judgment or use of a product within the Field; provided, however, that Introgen shall keep Corixa reasonably informed as to the defense and/or settlement other voluntary disposition of such action. Corixa shall have the right actions must be approved by UNIVERSITY, such approval not to participate in any such action with counsel of its own choice at its own expense. Without limiting the provisions of Section 7.3 below, Corixa agrees to cooperate with Introgen with respect to actions brought by Introgen under this Section 7.2(a) at Introgen’s request and expensebe unreasonably withheld. If Introgen decides to undertake such suitLICENSEE recovers monetary damages from a third party, then any amounts received by Introgen in such Action with respect to infringement that occurred prior to the judgment awarding such amounts LICENSEE shall first be included, after deducting the reimbursed for all un-reimbursed expenses and costs incurred by Introgen LICENSEE in connection with the prosecution of such Action, in Annual Net Sales hereunderaction or proceeding and then shall pay to UNIVERSITY thirty percent (30%) of the balance of such recovered monetary damages. (b) 9.3 If Introgen LICENSEE elects not to so initiate an action to enforce the Licensed Patents against a commercially significant infringement by a Third Party any patent within the FieldPATENT RIGHTS, then LICENSEE shall notify UNIVERSITY in writing within one hundred eighty sixty (18060) days of a request by Corixa receiving notice that an infringement exists. UNIVERSITY may, at their own expense and control, take steps to do sodefend or enforce any patent within the PATENT RIGHTS and recover, Corixa may initiate such action at its expense; providedfor their own account, howeverany damages, that Corixa shall keep Introgen reasonably informed as to awards or settlements resulting therefrom. 9.4 Notwithstanding the defense and/or settlement of such action, as requested from time to time by Introgenforegoing, and provided that there is not then ongoing a litigation in any country with respect to the Licensed Technology. Introgen shall have the right to participate in any such action with counsel of its own choice at its own expense. Introgen agrees to cooperate with Corixa with respect to actions brought by Corixa under this Section 7.2(b) at CorixaUNIVERSITY’s request and expense. If Corixa undertakes such suitsole discretion, then, after deducting the costs incurred by Corixa in connection with such Action, Introgen UNIVERSITY shall be entitled to receive [***] ([***]%) participate through counsel of any amounts received by Corixa in such action. (c) Upon Introgen’s reasonable request, Corixa agrees to use reasonable efforts, including, but not limited to, with respect to the exercise of rights under the Columbia Agreement (as defined in Section 10.1) to cause Columbia (as defined in Section 10.1) to cooperate their own choosing in any suit, legal action or other proceeding under this Section 7.2, at Introgen’s expenseinvolving the INVENTIONS and PATENT RIGHTS. *** Certain information on this page has been omitted and filed separately with Nothing in the Securities and Exchange Commission. Confidential treatment has been requested with respect to foregoing sections shall be construed in any way which would limit the omitted portionsauthority of the Attorney General of North Carolina.

Infringement. If during the term 8.1 The parties shall promptly notify each other of this Agreement, either party becomes aware of a third party infringement or threatened any suspected infringement of any Licensed Patents. i. During the Term, the following provisions shall apply: (a) Introgen shall COMPANY shall, at its expense, have the right, but not the obligation, to bring suit (itself or through a designee) right to enforce the any Licensed Patents, and/or to Patents against such infringer and may defend any declaratory judgment action with respect thereto, in each case with respect to brought against it alleging the manufacture, sale or use invalidity of a product within the Field; provided, however, that Introgen shall keep Corixa reasonably informed as Licensed Patent. COMPANY agrees to the defense and/or settlement of defend LICENSOR against any counterclaim brought against it in such action. Corixa LICENSOR shall cooperate 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 the 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, 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 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 (b) otherwise [* * *]. 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 right to participate in any such action with counsel of its own choice do so at its own expenseexpense unless COMPANY notifies LICENSOR that COMPANY is engaged in bona fide negotiations for the grant to the alleged infringer of a sublicense. Without limiting the provisions of Section 7.3 below, Corixa agrees to COMPANY shall cooperate with Introgen with respect to actions brought by Introgen under this Section 7.2(a) at Introgen’s request and expense. If Introgen decides to undertake such suit, then any amounts received by Introgen LICENSOR in such Action with respect effort including being joined as a party to infringement that occurred prior to the judgment awarding such amounts shall be included, after deducting the costs incurred by Introgen in connection with such Action, in Annual Net Sales hereunder. (b) If Introgen elects not to so initiate an action to enforce the Licensed Patents against a commercially significant infringement by a Third Party within the Field, within one hundred eighty (180) days of a request by Corixa to do so, Corixa may initiate such action at its expense; provided, however, that Corixa shall keep Introgen reasonably informed as to the defense and/or settlement of such action, as requested from time to time by Introgen, and provided that there is not then ongoing a litigation in any country with respect to the Licensed Technologyif necessary. Introgen shall have the right to participate in any such action with counsel of its own choice at its own expense. Introgen agrees to cooperate with Corixa with respect to actions brought by Corixa under this Section 7.2(b) at Corixa’s request and expense. If Corixa undertakes such suit, then, after deducting the costs incurred by Corixa in connection with such Action, Introgen LICENSOR shall be entitled to receive [***] ([***]%) of any amounts received by Corixa retain all damages or costs awarded in such action. (c) Upon Introgen’s reasonable request. Should either LICENSOR or COMPANY be a party to a suit under the provisions of this Article and thereafter elect to abandon such suit, Corixa agrees to use reasonable efforts, including, but not limited to, with respect the abandoning party shall give timely notice to the exercise of rights under the Columbia Agreement (as defined in Section 10.1) to cause Columbia (as defined in Section 10.1) to cooperate in any suit, action or other proceeding under this Section 7.2party who may, at Introgen’s expense. *** Certain information on this page has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portionsits discretion, continue prosecution of such suit.

Infringement. If during 6.1 Each party will notify the term other in writing of this Agreement, either party becomes aware of a third party infringement any misappropriation or threatened infringement of any rights in the Licensed Patents, Technology of which the following provisions shall apply:party becomes aware. 6.2 The Licensee has the first right (a) Introgen shall have the right, but is not the obligation, to bring suit (itself or through a designeeobliged) to enforce the Licensed Patents, and/or to defend any declaratory judgment action with respect thereto, in each case with respect to the manufacture, sale or use of a product within the Field; provided, however, that Introgen shall keep Corixa reasonably informed as to the defense and/or settlement of such action. Corixa shall have the right to participate in any such action with counsel of its own choice take Legal Action at its own expensecost in relation to any misappropriation or infringement of any rights included in the Licensed Intellectual Property Rights in the Field and in the Territory. Without limiting the provisions of Section 7.3 below, Corixa agrees to cooperate with Introgen with respect to actions brought by Introgen under this Section 7.2(a) at Introgen’s request and expense. If Introgen decides to undertake such suit, then The Licensee must discuss any amounts received by Introgen in such proposed Legal Action with respect to infringement that occurred OUI prior to the judgment awarding 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 amounts shall be includedcosts, after deducting claims, demands and liabilities within thirty (30) days of receipt; 6.3.2 treat any account of profits or damages (including, without limitation, punitive damages) awarded in or paid to the Licensee under any settlement of the Legal Action for any misappropriation or infringement of any rights included in the Licensed Technology as Net Sales for the purposes of clause 8, having first for these purposes deducted from the award or settlement an amount equal to any legal costs incurred by Introgen the Licensee in connection with such 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, in Annual Net Sales hereunderincluding, without limitation, any claims affecting the scope of the Licensed Technology. (b) If Introgen elects not 6.4 OUI may take any Legal Action at its own cost in relation to so initiate an action to enforce any misappropriation or infringement of any rights included in the Licensed Patents against a commercially significant Intellectual Property Rights where: 6.4.1 the Licensee has notified OUI in writing that it does not intend to take any Legal Action in relation to any misappropriation or infringement by a Third Party of any such rights; or 6.4.2 if having received professional advice with regard to any Legal Action within the Field, within one hundred eighty fourteen (18014) days of the notification under clause 6.1, and consulted with OUI, the Licensee does not take reasonable steps to act upon an agreed process for dealing with such misappropriation or infringement (which may include, for the avoidance of doubt, seeking a request by Corixa to do so, Corixa may initiate such action at its expense; provided, however, that Corixa shall keep Introgen reasonably informed as to the defense and/or settlement second opinion in respect of such actionprofessional 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 the 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 from time by the Licensee in relation to time by Introgensuch 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, and provided that there is not then ongoing a litigation in any country with respect to the Licensed Technology. Introgen shall have the right to participate in any such action with counsel of its own choice at its own expense. Introgen agrees to cooperate with Corixa with respect to actions brought by Corixa Licensee indemnifies OUI under this Section 7.2(b) at Corixa’s request and expense. If Corixa undertakes such suit, then, after deducting clause 6.3.1 for the costs incurred by Corixa in connection with such Action, Introgen shall be entitled to receive [***] ([***]%) of any amounts received legal representation in the Legal Action required by Corixa in such actionOUI. (c) Upon Introgen’s reasonable request, Corixa agrees to use reasonable efforts, including, but not limited to, with respect to the exercise of rights under the Columbia Agreement (as defined in Section 10.1) to cause Columbia (as defined in Section 10.1) to cooperate in any suit, action or other proceeding under this Section 7.2, at Introgen’s expense. *** Certain information on this page has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions

Infringement. If during (a) Amarin shall promptly notify Chemport of any suspected or threatened infringement, misappropriation or other unauthorized use of the term Chemport Intellectual Property licensed by Chemport to Amarin under the Amarin License that comes to Amarin’s attention. The notice shall set forth the facts of this Agreement, either party becomes aware of a third party infringement such suspected or threatened infringement in reasonable detail. Chemport shall have the sole right, but not the obligation, to institute, prosecute and control, at its expense, any action or proceeding against the Third-Party infringer of any Licensed Patentssuch Chemport Intellectual Property. If Chemport institutes an action against such infringer, Amarin shall give Chemport reasonable assistance and authority to control, file and prosecute the following provisions suit as necessary at Chemport’s expense. Amarin shall apply:have the right to participate in the applicable action or proceeding with its own counsel at its own expense and without reimbursement hereunder. If Amarin elects to so participate, Chemport shall provide Amarin with an opportunity to consult regarding such action or proceeding. (ab) Introgen If Chemport elects not to bring any action or proceeding for infringement, misappropriation or other unauthorized use of the Chemport Intellectual Property licensed by Chemport to Amarin under the Amarin License, then it shall promptly advise Amarin of its decision, and Amarin thereafter shall have the right, but not the obligation, to bring suit (itself institute, prosecute and control, at its expense, any action or through a designee) to enforce proceeding against the Licensed Patents, and/or to defend any declaratory judgment action with respect thereto, in each case with respect to the manufacture, sale or use of a product within the Field; provided, however, that Introgen shall keep Corixa reasonably informed as to the defense and/or settlement Third-Party infringer of such actionChemport Intellectual Property. Corixa If Amarin institutes an action against such infringer, Chemport shall give Amarin reasonable assistance and authority to control, file and prosecute the suit as necessary at Amarin’s expense, and shall join such action if reasonably requested by Amarin or required by applicable Legal Requirements. Chemport shall have the right to participate in any such the applicable action or proceeding with counsel of its own choice counsel at its own expenseexpense and without reimbursement hereunder (except for any out-of-pocket costs and expenses incurred by Chemport following its joinder as a party to such action or proceeding pursuant to Amarin’s reasonable request or as required by applicable Legal Requirements). Without limiting the provisions of Section 7.3 belowIf Chemport elects to participate (but is not joined as a party to such action or proceeding), Corixa agrees Amarin shall provide Chemport with an opportunity to cooperate with Introgen with respect to actions brought by Introgen consult regarding such action or proceeding. Amarin shall retain any damages or other monetary awards that it recovers in pursuing any action under this Section 7.2(a) at Introgen’s request and expense. If Introgen decides to undertake such suit, then any amounts received by Introgen in such Action with respect to infringement that occurred prior to the judgment awarding such amounts shall be included, after deducting the costs incurred by Introgen in connection with such Action, in Annual Net Sales hereunder. (b) If Introgen elects not to so initiate an action to enforce the Licensed Patents against a commercially significant infringement by a Third Party within the Field, within one hundred eighty (180) days of a request by Corixa to do so, Corixa may initiate such action at its expense; provided, however, that Corixa shall keep Introgen reasonably informed as to the defense and/or settlement of such action, as requested from time to time by Introgen, and provided that there is not then ongoing a litigation in any country with respect to the Licensed Technology. Introgen shall have the right to participate in any such action with counsel of its own choice at its own expense. Introgen agrees to cooperate with Corixa with respect to actions brought by Corixa under this Section 7.2(b) at Corixa’s request and expense. If Corixa undertakes such suit, then, after deducting the costs incurred by Corixa in connection with such Action, Introgen shall be entitled to receive [***] ([***]%) of any amounts received by Corixa in such action8.4(b). (c) Upon Introgen’s reasonable request, Corixa agrees to use reasonable efforts, including, but not limited to, with respect to In the exercise of event that either Party exercises the rights under the Columbia Agreement (as defined conferred in this Section 10.1) to cause Columbia (as defined 8.4 and recovers any damages or other sums in Section 10.1) to cooperate in any suit, such action or proceeding or in settlement thereof, such damages or other proceeding sums recovered shall first be applied to all out-of-pocket costs and expenses incurred by the Parties in connection therewith (including attorneys fees), unless such Party is expressly not entitled to reimbursement under this Section 7.28.4. If such recovery is insufficient to cover all such costs and expenses of both Parties, at Introgenthe controlling Party’s expensecosts shall be paid in full first before any of the other Party’s costs. *** Certain information on Each Party seeking reimbursement under this page has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect Section 8.4 shall furnish promptly to the omitted portionsother Party appropriate documentation of its out-of-pocket costs and expenses incurred.

Infringement. If during A. Licensee and CMCC shall each inform the term other promptly in writing of any alleged 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, either party becomes aware of a third party infringement or threatened infringement of any Licensed Patents, the following provisions shall apply: (a) Introgen CMCC shall have the right, but shall not the obligationbe obligated, to bring suit (itself or through a designee) to enforce the Licensed Patents, and/or to defend prosecute at its own expense any declaratory judgment action with respect theretoinfringement of any Patent Right and, in each case with respect to the manufacture, sale or use of a product within the Field; provided, however, that Introgen shall keep Corixa reasonably informed as to the defense and/or settlement furtherance of such actionright, Licensee hereby agrees that CMCC may include Licensee as a party plaintiff in any such suit, without expense to Licensee. Corixa Prior to instituting any such suit, CMCC shall give reasonable prior written notice thereof to Licensee, and the parties shall discuss in good faith and use reasonable efforts to agree upon an appropriate litigation strategy. The total cost of any such infringement action commenced or defended solely by CMCC shall be borne by CMCC. Licensee shall have the right to participate in any such action action, at its own expense, with counsel of its own choice choosing. Any recovery of damages by CMCC for such suit shall be applied first in satisfaction of any fees and expenses of CMCC and Licensee hereunder and the balance remaining from any such recovery shall be *. No settlement, consent judgment or voluntary final disposition of the suit may be entered into without the prior written consent of Licensee, which consent shall not be unreasonably withheld or delayed. C. If within sixty (60) days after having discovered or been notified of any alleged infringement in sufficient detail to reasonably investigate and substantiate the allegation, 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 * Confidential Treatment Requested 28 against any alleged infringer, then, Licensee shall have the right, but shall not be obligated, to prosecute at its own expense. Without limiting expense any infringement of the provisions of Section 7.3 belowPatent Rights, Corixa agrees to cooperate with Introgen with respect to actions brought by Introgen under this Section 7.2(a) at Introgen’s request and expense. If Introgen decides to undertake such suit, then any amounts received by Introgen in such Action with respect to infringement that occurred prior to the judgment awarding such amounts shall be included, after deducting the costs incurred by Introgen in connection with such Action, in Annual Net Sales hereunder. (b) If Introgen elects not to so initiate an action to enforce the Licensed Patents against a commercially significant infringement by a Third Party within the Field, within one hundred eighty (180) days of a request by Corixa to do so, Corixa may initiate such action at its expense; provided, however, that Corixa such right to bring such an infringement action shall keep Introgen reasonably informed 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 prior written consent of CMCC, which consent shall not be unreasonably withheld or delayed. Licensee shall indemnify CMCC against any 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 Article VII, Licensee may withhold up to * of the defense and/or settlement payments otherwise thereafter due to CMCC under Article IV above and apply the same toward reimbursement of up to * 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 payments under Article IV past due or withheld and applied pursuant to 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 or CMCC, the other party at its option, shall have the right, within thirty (30) days after commencement of such action, as requested from time to time by Introgen, intervene and provided that there is not then ongoing a litigation in any country with respect to the Licensed Technology. Introgen shall have the right to participate in any such the defense of the action at its own expense with counsel of its own choice at choosing. F. In any infringement suit which either party may institute to enforce the Patent Rights pursuant to this Agreement, the other party hereto shall cooperate in all reasonable respects and, to the extent reasonably possible, have its own expenseemployees testify when requested and make available relevant records, papers, information, samples, specimens, and the like. G. Licensee shall, during the period that the license to the Patent Rights is exclusive pursuant to 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. Introgen agrees Any upfront fees paid to cooperate with Corixa with respect to actions brought by Corixa under this Section 7.2(b) at Corixa’s request and expense. If Corixa undertakes Licensee as part of such suit, then, after deducting the costs incurred by Corixa in connection with such Action, Introgen a sublicense shall be entitled to receive [***] ([***]%shared between Licensee and CMCC as provided in Paragraph G(a) of any amounts received by Corixa in such action. (c) Upon Introgen’s reasonable request, Corixa agrees to use reasonable efforts, including, but not limited to, with respect to the exercise of rights under the Columbia Agreement (as defined in Section 10.1) to cause Columbia (as defined in Section 10.1) to cooperate in any suit, action or other proceeding under this Section 7.2, at Introgen’s expenseArticle IV. *** Certain information on this page has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portionsTreatment Requested 29

Infringement. If during 11.1 During the term of this Agreement, either party becomes aware of a third party infringement or threatened infringement of any Licensed Patents, the following provisions shall apply: (a) Introgen LICENSEE shall have the right, but not the obligation, first option to bring suit (itself or through a designee) to enforce police the Licensed Patents, and/or Patents and Products against infringement within the Field of Use by other parties. This right to defend police includes defending any action for declaratory judgment action of noninfringement or invalidity; and prosecuting, defending or settling all infringement and declaratory judgment actions at its expense and through counsel of its selection, except that any such settlement shall only be made with respect thereto, in each case the advice and consent of MICHIGAN. MICHIGAN shall provide reasonable assistance to LICENSEE with respect to such actions, provided LICENSEE shall reimburse MICHIGAN for out-of-pocket expenses incurred in connection with any such assistance rendered at LICENSEE’ request or reasonably required by MICHIGAN. In the manufactureevent LICENSEE elects to institute any such action or suit, sale or use of MICHIGAN agrees to be named as a product within the Field; provided, however, that Introgen shall keep Corixa reasonably informed as to the defense and/or settlement of such actionnominal party therein. Corixa shall have MICHIGAN retains the right to participate in any such action participate, with counsel of its own choice at its own expense. Without limiting choosing, in any action under this Paragraph 11.1. 11.2 In the provisions event that LICENSEE shall institute an action for infringement of Section 7.3 below, Corixa agrees to cooperate with Introgen a Licensed Patent or defend a declaratory judgment or other action with respect to actions brought a Licensed Patent, any portion of any resulting settlement payments or damages awarded which is received by Introgen LICENSEE, less LICENSEE’s actual outside attorney fees and other direct, out-of-pocket litigation expenses, including expenses due MICHIGAN for its participation in said litigation as provided under this Section 7.2(aParagraph 11.1 (not to include any compensation paid to employees of LICENSEE or Sublicensees) at Introgen’s request paid and expenseunrecovered by LICENSEE, shall be paid 75% to LICENSEE and 25% to MICHIGAN. If Introgen decides LICENSEE has paid or pays an annual fee to undertake such suitMICHIGAN under Paragraph 4.6 in the year in which a payment or award as set out above is received, then any amounts received that annual fee may be credited by Introgen in such Action with respect LICENSEE against the share of the payment or award otherwise due to infringement MICHIGAN, exactly as if that occurred prior to the judgment awarding such amounts shall be included, after deducting the costs incurred by Introgen in connection with such Action, in Annual Net Sales hereundershare represented additional royalties due from LICENSEE. (b) If Introgen elects not 11.3 In the event that LICENSEE fails to so initiate an take action to enforce the ▇▇▇▇▇ any alleged infringement of a Licensed Patents against a commercially significant infringement by a Third Party Patent within the Field, within one hundred eighty sixty (18060) days of a request by Corixa MICHIGAN to do soso (or within such shorter period which might be required to preserve the legal rights of MICHIGAN under the laws of any relevant government or political subdivision thereof), Corixa may initiate such action at its expense; provided, however, that Corixa shall keep Introgen reasonably informed as to the defense and/or settlement of such action, as requested from time to time by Introgen, and provided that there is not then ongoing a litigation in any country with respect to the Licensed Technology. Introgen MICHIGAN shall have the right to participate take such action (including prosecution of a suit) at its expense and LICENSEE shall use reasonable efforts to cooperate in such action, at LICENSEE’ expense. In the event MICHIGAN elects to institute any such action with counsel of its own choice at its own expense. Introgen or suit, LICENSEE agrees to cooperate with Corixa with respect be named as a nominal party therein. MICHIGAN shall have full authority to actions brought settle on such terms as MICHIGAN shall determine, except that MICHIGAN shall not reach any settlement whereby it licenses a third party under any Licensed Patents in the Field of Use without the consent of LICENSEE, which consent can be withheld for any reason. Any portion of any resulting settlement payments or damages awarded which is received by Corixa under this Section 7.2(bMICHIGAN, less MICHIGAN’s actual outside attorney fees and other direct, out-of-pocket litigation expenses (not to include any compensation paid to employees of MICHIGAN) at Corixa’s request paid and expense. If Corixa undertakes unrecovered by MICHIGAN, and after payment to LICENSEE (such suit, then, after deducting payment not to exceed the costs incurred recovery or settlement amounts actually received by Corixa in connection with such Action, Introgen shall be entitled to receive [***] ([***]%MICHIGAN) of any amounts received unrecovered expenses paid by Corixa LICENSEE at MICHIGAN’s request to third parties in furtherance of such actionactions, shall be paid 25% to LICENSEE and 75% to MICHIGAN. (c) Upon Introgen’s reasonable request11.4 LICENSEE shall promptly notify MICHIGAN in writing in detail of the discovery of any allegation by a third party of infringement resulting from the practice of Licensed Patents, Corixa agrees and of the initiation of any legal action by LICENSEE or by any third party with regard to use reasonable efforts, including, but not limited to, with respect any alleged infringement or noninfringement. LICENSEE shall in a timely manner keep MICHIGAN informed and provide copies to the exercise MICHIGAN of rights under the Columbia Agreement (as defined in Section 10.1) to cause Columbia (as defined in Section 10.1) to cooperate in any suit, action all documents regarding all such proceedings or other proceeding under this Section 7.2, at Introgen’s expense. *** Certain information on this page has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portionsactions instituted by LICENSEE.

Infringement. If during A. Licensee and CMCC shall each inform the term other promptly in writing of any alleged infringement by a third party of the Patent Rights in the Field of Use and of any available evidence thereof. B. During the Term of this Agreement, either party becomes aware of a third party infringement or threatened infringement of any Licensed Patents, the following provisions shall apply: (a) Introgen CMCC shall have the first right, but shall not the obligationbe obligated, to bring suit prosecute any infringement of the Patent Rights. In the event that CMCC desires to exercise its right to prosecute such infringement, it shall provide written notice thereof to Licensee, and Licensee shall have thirty (itself or through a designee30) days from receipt of such notice from CMCC to enforce notify CMCC of its election to join in the Licensed Patentsaction brought by CMCC. 1. If Licensee does not elect to join an action brought by CMCC pursuant to this Article VII, and/or to defend any declaratory judgment action with respect thereto, in each case with respect to the manufacture, sale or use of a product Section B within the Field; provided30-day period described above, howeverand is not required to join such action, that Introgen the total cost of any such infringement action commenced or defended solely by CMCC shall keep Corixa reasonably informed as be borne by CMCC and CMCC shall be entitled to the defense and/or settlement retain all recovery of damages from such action. Corixa CMCC shall have the right to participate in any control such action with using counsel of selected by CMCC. 2. If Licensee does not elect to join an action brought by CMCC pursuant to this Article VII, Section B within the 30-day period described above, but is required to join such action, then each Party shall bear its own choice at its own expense. Without limiting the provisions of Section 7.3 below, Corixa agrees to cooperate with Introgen with respect to actions brought by Introgen under this Section 7.2(a) at Introgen’s request costs and expense. If Introgen decides to undertake such suit, then any amounts received by Introgen in such Action with respect to infringement that occurred prior to the judgment awarding such amounts shall be included, after deducting the costs incurred by Introgen in connection with such Action, in Annual Net Sales hereunder. (b) If Introgen elects not to so initiate an action to enforce the Licensed Patents against a commercially significant infringement by a Third Party within the Field, within one hundred eighty (180) days of a request by Corixa to do so, Corixa may initiate such action at its expense; provided, however, that Corixa shall keep Introgen reasonably informed as to the defense and/or settlement expenses of such action, as requested and CMCC shall control such action subject to Licensee’s reasonable input using counsel selected by CMCC. Any recovery of damages by the Parties for such action shall be applied first in satisfaction of any expenses and legal fees of CMCC and Licensee relating to such suit. The balance remaining from time to time by Introgen, and provided that there is not then ongoing a litigation in any country with respect to the Licensed Technology. Introgen shall have the right to participate in any such action with counsel of its own choice at its own expense. Introgen agrees to cooperate with Corixa with respect to actions brought by Corixa under this Section 7.2(b) at Corixa’s request and expense. If Corixa undertakes such suit, then, after deducting the costs incurred by Corixa in connection with such Action, Introgen recovery shall be entitled to receive split [***] percent ([***]%) of any amounts received to Licensee and [***] percent ([***]%) to CMCC. For clarity, no payments under Article IV shall be owed by Corixa in such action. (c) Upon Introgen’s reasonable request, Corixa agrees to use reasonable efforts, including, but not limited to, Licensee with respect to any recovery of damages retained by Licensee pursuant to this Section. 3. If Licensee does elect to join an action brought by CMCC pursuant to this Article VIII, Section B within the exercise 30-day period described above, then the total cost of rights under any such action shall be borne by Licensee, Licensee shall control such action subject to CMCC’s reasonable input using counsel selected by Licensee and reasonably acceptable to CMCC. If, however, Licensee fails to diligently and vigorously pursue the Columbia Agreement prosecution of such action, then CMCC may notify Licensee in writing specifying in reasonable detail the nature of such failure, and if Licensee does not cure such failure within a timely period (not to exceed ninety (90) days), then CMCC may elect by written notice to control such action thereafter or until such time as defined Licensee is able to show, to CMCC’s reasonable discretion, that Licensee is then able to pursue such action diligently and vigorously. Any recovery of damages by the Parties for such suit or any settlement shall be applied first in Section 10.1satisfaction of any expenses and legal fees of CMCC and Licensee relating to such suit. The balance remaining from any such recovery shall be split [***] percent ([***]%) to cause Columbia Licensee and [***] percent (as defined in Section 10.1[***]%) to cooperate in CMCC. For clarity, no payments under Article IV shall be owed by Licensee with respect to any suitrecovery of damages retained by Licensee pursuant to this Section. 4. Notwithstanding the foregoing or the remainder of this Article VII, at any time either Party, due to potential conflicts of interest, may elect to join an action or brought by the other proceeding under this Section 7.2Article VII, and to do so independently, at Introgen’s expense. its own cost, with its own counsel, and which counsel shall be subject solely to its own control, provided that the Party in control of such action under this Article VII shall remain in control of such action and such other Party shall have the right to participate as provided in this paragraph. C. If within ninety (90) days after having been notified of any alleged infringement, CMCC shall have been unsuccessful in persuading the alleged infringer to desist and shall not * Confidential Information, indicated by [*** Certain information on this page *], has been omitted from this filing and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested Commission 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 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 with respect to such infringement. Licensee shall control such action subject to CMCC’s reasonable input using counsel selected by Licensee. 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 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 pursuant to Paragraph C above, any recovery of damages by Licensee for such suit or by settlement shall be applied first in satisfaction of any unreimbursed expenses and legal fees of CMCC and Licensee relating to such suit. The balance remaining from any such recovery shall be split [***] percent ([***]%) to Licensee and [***] percent ([***]%) to CMCC. For clarity, no payments under Article IV shall be owed by Licensee with respect to any recovery of damages retained by Licensee pursuant to this Section. E. 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 intervene and participate in the defense of the action at its own expense. In the event that a declaratory judgment action alleging invalidity or non-infringement of any of the Patent Rights shall be brought against CMCC, Licensee, 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 expense. F. In any infringement suit which either party may institute or join to enforce the Patent Rights pursuant to this Agreement, the other party hereto shall cooperate in all reasonable respects (including without limitation joining any such suit or any other action * Confidential Information, indicated by [***], has been omitted portionsfrom this filing and filed separately with the Securities and Exchange Commission or proceeding described above at the reasonable request of the other party or if required by law to initiate or maintain same), and, to the extent reasonably possible, have its employees testify when requested and make available relevant records, papers, information, samples, specimens, and the like. G. Licensee shall 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 upfront fees paid to Licensee as part of such a sublicense shall be shared between Licensee and CMCC as Non-Royalty Sublicensing Income.

Infringement. 8.1 Penwest shall promptly inform Mylan of any suspected infringement of any of the Penwest Patents or the infringement or misappropriation of the TIMERx Production Technology by a third party, to the extent such infringement involves the manufacture, use or sale of the Designated Product in the Territory ("Covered Infringement"). Mylan shall promptly inform Penwest of any suspected infringement of any of the Penwest Patents or infringement or misappropriation of the TIMERx Production Technology, whether or not the same involves a Covered Infringement. 8.2 If during the term suspected infringement or misappropriation does not involve a Covered Infringement, Penwest may take, or refrain from taking, any action it chooses, with or without notice to Mylan, and Mylan shall have no right to take any action with respect to such suspected infringement or misappropriation, nor to any recoveries with respect thereto. If the suspected infringement or misappropriation involves a Covered Infringement, Penwest shall, within 30 days of this Agreementthe first notice referred to in Section 8.1, either inform Mylan whether or not Penwest intends to institute suit against such third party becomes aware with respect to a Covered Infringement. Mylan will not take any steps toward instituting suit against any third party involving a Covered Infringement until Penwest has informed Mylan of its intention pursuant to the previous sentence. 8.3 If Penwest notifies Mylan that it intends to institute suit against a third party infringement or threatened infringement of any Licensed Patents, the following provisions shall apply: (a) Introgen shall have the right, but not the obligation, to bring suit (itself or through a designee) to enforce the Licensed Patents, and/or to defend any declaratory judgment action with respect thereto, in each case with respect to a Covered Infringement, and Mylan does not agree to join in such suit as provided in Section 8.4, Penwest may bring such suit on its own and shall in such event bear all costs of, and shall exercise all control over, such suit. Penwest may, at its expense, bring such action in the manufacturename of Mylan and/or cause Mylan to be joined in the suit as a plaintiff. Recoveries, sale if any, whether by judgment, award, decree or use of settlement, shall belong solely to Penwest. 8.4 If Penwest notifies Mylan that it desires to institute suit against such third party with respect to a product Covered Infringement, and Mylan notifies Penwest within the Field; provided, however, that Introgen shall keep Corixa reasonably informed as to the defense and/or settlement 30 days after receipt of such notice that Mylan desires to institute suit jointly, the suit shall be brought jointly in the names of both parties and all costs thereof shall be borne equally. Recoveries, if any, whether by judgment, award, decree or settlement, shall, after the reimbursement of each of Penwest and Mylan for its share of the joint costs in such action, be shared between Penwest and Mylan equally; provided however that, any portion of such net recoveries which constitutes the equivalent of, or damages or payments in lieu of, a royalty measured by the defendant's Net Sales shall not be shared equally, but shall be shared between Penwest and Mylan in accordance with Section 4.3 as if they were Mylan's Net Sales. 8.5 If Penwest notifies Mylan that it does not intend to institute suit against such third party with respect to a Covered Infringement, Mylan may institute suit on its own. Corixa Mylan shall have bear all costs of, and shall exercise all control over, such suit. Recoveries, if any, whether by judgment, award, decree or settlement, shall belong solely to Mylan; provided however that, after reimbursement of Mylan for its costs in such action, any portion of such net recoveries which constitutes the right to participate equivalent of, or damages or payments in any such action lieu of, a royalty measured by the defendant's Net Sales shall be shared between Penwest and Mylan in accordance with counsel of its own choice at its own expense. Without limiting Section 4.3 as if they were Mylan's Net Sales. 8.6 Should either Penwest or Mylan commence a suit under the provisions of Section 7.3 below, Corixa agrees to cooperate with Introgen with respect to actions brought by Introgen under this Section 7.2(a8 and thereafter elect to abandon the same, it shall give timely notice to the other party, who may, if it so desires, be joined as a plaintiff in the suit (or continue as such if it is already one) at Introgen’s request and expense. If Introgen decides to undertake continue prosecution of such suit, then . The sharing of expenses and any amounts received by Introgen in recovery of such Action with respect to infringement that occurred prior to the judgment awarding such amounts suit shall be included, after deducting the costs incurred by Introgen in connection with such Action, in Annual Net Sales hereunderas reasonably agreed between Penwest and Mylan. (b) If Introgen elects not to so initiate an action to enforce the Licensed Patents against a commercially significant infringement by a Third Party within the Field, within one hundred eighty (180) days of a request by Corixa to do so, Corixa may initiate such action at its expense; provided, however, that Corixa shall keep Introgen reasonably informed as to the defense and/or settlement of such action, as requested from time to time by Introgen, and provided that there is not then ongoing a litigation in any country with respect to the Licensed Technology. Introgen shall have the right to participate in any such action with counsel of its own choice at its own expense. Introgen agrees to cooperate with Corixa with respect to actions brought by Corixa under this Section 7.2(b) at Corixa’s request and expense. If Corixa undertakes such suit, then, after deducting the costs incurred by Corixa in connection with such Action, Introgen shall be entitled to receive [***] ([***]%) of any amounts received by Corixa in such action. (c) Upon Introgen’s reasonable request, Corixa agrees to use reasonable efforts, including, but not limited to, with respect to the exercise of rights under the Columbia Agreement (as defined in Section 10.1) to cause Columbia (as defined in Section 10.1) to cooperate in any suit, action or other proceeding under this Section 7.2, at Introgen’s expense. *** Certain information on this page has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions

Infringement. If during the term of this AgreementMetavante shall, either party becomes aware of a third party infringement or threatened infringement of any Licensed Patents, the following provisions shall apply: (a) Introgen shall have the right, but not the obligation, to bring suit (itself or through a designee) to enforce the Licensed Patents, and/or to defend any declaratory judgment action with respect thereto, in each case with respect to the manufacture, sale or use of a product within the Field; provided, however, that Introgen shall keep Corixa reasonably informed as to the defense and/or settlement of such action. Corixa shall have the right to participate in any such action with counsel of its own choice at its own expense. Without limiting , defend any action brought against Customer based on a claim that Customer's use of any Metavante Product under the provisions terms of Section 7.3 belowthis Agreement infringes a copyright, Corixa trademark or patent under United States law and Metavante shall pay any final judgment awarded or settlement reached, provided that Customer notifies Metavante promptly in writing of the claim and Metavante has an opportunity to fully defend the claim and/or agrees to cooperate any settlement of such claim. Should Customer's use of any Metavante Product become, or in Metavante's opinion be likely to become, the subject of a claim of infringement of a copyright, trademark or patent under United States law, Metavante may procure for Customer the right to continue using the Metavante Product as contemplated by this Agreement, or replace or modify the Metavante Product to make it non-infringing, at no additional charge to Customer. In the event neither of the above is economically practical, Metavante shall refund the unamortized portion of the license fee paid by Customer for such Metavante Product, based upon a five year straight line depreciation commencing as of the date of this Agreement. The foregoing indemnity shall apply to Custom Programs only if Metavante had actual knowledge of a potential third party claim prior to commencing development of the Custom Program and failed to notify Customer of such knowledge. In addition, Metavante shall have no obligation for any claim based upon (a) Customer's use of other than the then current unaltered Release of the Program, if such infringement could have been avoided by use of the then current unaltered Release, or (b) the operation, combination or use of the Program with Introgen equipment, data or programs not furnished by Metavante, or (c) Programs modified by Customer or any third party. The foregoing states the entire liability of Metavante with respect to actions brought by Introgen under this Section 7.2(a) at Introgen’s request and expense. If Introgen decides to undertake such suit, then any amounts received by Introgen in such Action with respect to infringement that occurred prior to the judgment awarding such amounts shall be included, after deducting the costs incurred by Introgen in connection with such Action, in Annual Net Sales hereunder. (b) If Introgen elects not to so initiate an action to enforce the Licensed Patents against a commercially significant claim of infringement by a Third Party within the Field, within one hundred eighty (180) days of a request by Corixa to do so, Corixa may initiate such action at its expense; provided, however, that Corixa shall keep Introgen reasonably informed as to the defense and/or settlement of such action, as requested from time to time by Introgen, and provided that there is not then ongoing a litigation in Metavante Products or any country with respect to the Licensed Technology. Introgen shall have the right to participate in any such action with counsel of its own choice at its own expense. Introgen agrees to cooperate with Corixa with respect to actions brought by Corixa under this Section 7.2(b) at Corixa’s request and expense. If Corixa undertakes such suit, then, after deducting the costs incurred by Corixa in connection with such Action, Introgen shall be entitled to receive [***] ([***]%) of any amounts received by Corixa in such actionpart thereof. (c) Upon Introgen’s reasonable request, Corixa agrees to use reasonable efforts, including, but not limited to, with respect to the exercise of rights under the Columbia Agreement (as defined in Section 10.1) to cause Columbia (as defined in Section 10.1) to cooperate in any suit, action or other proceeding under this Section 7.2, at Introgen’s expense. *** Certain information on this page has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions

Infringement. If during the term of this Agreement, either party becomes aware of a third party infringement or threatened infringement of any Licensed Patents, the following provisions shall apply: (a) Introgen In the case where either Party reasonably believes that an infringement by a Third Party of Camurus Product IP, Camurus Platform IP, Braeburn Product IP or any Joint IP by the development, manufacture or sale of any Product in the Licensed Field (an “Infringing Activity”) may be occurring, such Party shall disclose full details of the potential infringement to the other Party. (b) Where an infringement of Camurus Product IP, Braeburn Product IP or any Joint IP by an Infringing Activity occurs in one or more countries of the Licensed Territory, Braeburn shall have the rightfirst right to, but shall not the obligationbe obliged to, to bring suit (itself or through a designee) to at its own cost and expense enforce the Licensed Patentssame in accordance with the below subparagraphs (i) through (iii). (i) Braeburn shall have the sole right to conduct the claim and any proceedings, and/or to defend including any counterclaim for invalidity or unenforceability or any declaratory judgment action with respect theretoaction, and including the right to settle. If Braeburn decides to commence proceedings in each case with respect relation to the manufactureCamurus Product IP, sale Braeburn Product IP or use of a product within the Field; providedany Joint IP, however, that Introgen it shall keep Corixa reasonably informed be entitled to require Camurus to join Braeburn as to the defense and/or settlement of such action. Corixa co-plaintiff and Camurus shall have the right to participate join as co-plaintiff. Camurus shall, at Braeburn’s cost and expense, provide all necessary assistance to Braeburn in relation to any such proceeding. If Camurus elects to be separately represented (which shall be at Camurus’ discretion), then such separate representation shall be at Camurus’ cost and expense. Braeburn shall have the sole right to settle such proceedings (but excluding any counterclaim for invalidity or unenforceability, which shall require the written consent of Camurus not to be unreasonably withheld), provided that such settlement does not include a license under Camurus Product CP, Braeburn Product IP or Joint IP or causes Camurus to incur any losses, in which case Braeburn’s consent to the terms of such CERTAIN CONFIDENTIAL PORTIONS OF THIS EXHIBIT WERE OMITTED AND REPLACED WITH “[***]”. A COMPLETE VERSION OF THIS EXHIBIT HAS BEEN FILED SEPARATELY WITH THE SECRETARY OF THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO AN APPLICATION REQUESTING CONFIDENTIAL TREATMENT PURSUANT TO RULE 24B-2 PROMULGATED UNDER THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED. license shall be required, such consent not to be unreasonably withheld, conditioned or delayed. (ii) If Braeburn succeeds in any such action infringement proceedings, whether at trial or by way of settlement, the proceeds of any award or damages or settlement in respect of such infringement proceedings shall first be applied (a) to reimburse Braeburn an amount equal to Braeburn’s costs of taking the proceedings, (b) to reimburse Camurus an amount equal to Camurus’ costs of assisting Braeburn with counsel the proceedings, and (c) the remainder shall be retained by Braeburn less [***] thereof, which amount shall be paid to Camurus; (iii) If Braeburn declines to initiate any such proceedings in respect of its own choice any Camurus Product IP, Braeburn Product IP or Joint IP in the Licensed Territory within 60 days of the date when Braeburn first became aware of the infringement, Camurus shall be entitled to do so at its own expense. Without limiting the provisions cost and expense in which case it shall have sole conduct of Section 7.3 below, Corixa agrees to cooperate with Introgen with respect to actions brought by Introgen under this Section 7.2(a) at Introgen’s request any claim or proceedings including any counterclaim for invalidity or unenforceability or any declaratory judgment action and expense. If Introgen decides to undertake such suit, then any amounts received by Introgen in such Action with respect to infringement that occurred prior to the judgment awarding such amounts shall be included, after deducting the costs incurred by Introgen in connection with such Action, in Annual Net Sales hereunder. (b) If Introgen elects not entitled to so initiate an action require Braeburn to enforce the Licensed Patents against a commercially significant infringement by a Third Party within the Field, within one hundred eighty (180) days of a request by Corixa to do so, Corixa may initiate such action at its expense; provided, however, that Corixa shall keep Introgen reasonably informed join Camurus as to the defense and/or settlement of such action, as requested from time to time by Introgen, co-plaintiff and provided that there is not then ongoing a litigation in any country with respect to the Licensed Technology. Introgen Braeburn shall have the right to participate join as co-plaintiff, Braeburn shall, at Camurus’ cost and expense, provide all necessary assistance to Camurus in relation to such proceedings. If Braeburn elects to be separately represented (which shall be at Braeburn’s discretion), then such separate representation shall be at Braeburn’s cost and expense. Camurus shall have the sole right to settle such proceedings (but excluding any counterclaim for invalidity or unenforceability, which shall require the written consent of Braeburn not to be unreasonably withheld), provided that such settlement does not include a license under the Camurus Product IP, Braeburn Product IP or Joint IP or causes Braeburn to incur any losses in which case Braeburn’s consent to the terms of such license shall be required, such consent not to be unreasonably withheld, conditioned or delayed. If Camurus succeeds in any such action proceedings, whether at trial or by way of settlement, the proceeds of any award or damages or settlement in respect of such proceedings shall first be applied (a) to reimburse Camurus an amount equal to Camurus’ costs of taking the proceedings, (b) to reimburse Braeburn an amount equal Braeburn’s costs of assisting Camurus with counsel of its own choice at its own expense. Introgen agrees to cooperate with Corixa with respect to actions brought the proceedings, and (c) the remainder being retained by Corixa under this Section 7.2(b) at Corixa’s request and expense. If Corixa undertakes such suitCamurus, then, after deducting the costs incurred by Corixa in connection with such Action, Introgen shall be entitled to receive less [***] thereof, which amount shall be paid to Braeburn. (c) Where an infringement of Camurus Product IP, Braeburn Product IP or Joint IP by an Infringing Activity occurs in one or more countries in the Camurus Territory, then Camurus shall have the first right to, but shall not be obliged to, at its own cost and expense enforce the same in accordance with the above Sections 7.8(b)(i) through (iii). (d) Where an infringement of the Camurus Platform IP by an Infringing Activity is occurring in one or more countries of the Territory, Camurus shall have the right to, but shall not be obliged to, at its own cost and expense to enforce the same. Braeburn shall, at Camurus’ cost and expense, provide all necessary assistance to Camurus in relation to any such proceeding. Camurus shall have the sole right to settle such proceedings, provided that such settlement does not include a license under the Camurus Platform IP or causes Braeburn to incur any losses in which case Braeburn’s consent to the terms of such license shall be required, such consent not to be unreasonably withheld, conditioned or delayed. If Camurus CERTAIN CONFIDENTIAL PORTIONS OF THIS EXHIBIT WERE OMITTED AND REPLACED WITH “[***]%) ”. A COMPLETE VERSION OF THIS EXHIBIT HAS BEEN FILED SEPARATELY WITH THE SECRETARY OF THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO AN APPLICATION REQUESTING CONFIDENTIAL TREATMENT PURSUANT TO RULE 24B-2 PROMULGATED UNDER THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED. succeeds in any such infringement proceedings whether at trial or by way of settlement and that relates to an Infringing Activity in the Licensed Territory, the proceeds of any amounts received award or damages or settlement in respect of such infringement proceedings shall first be applied (i) to reimburse Camurus an amount equal to Camurus’ costs of taking the proceedings, (ii) to reimburse Braeburn an amount equal to Braeburn’s costs of assisting Camurus with the proceedings, and (iii) the remainder shall be retained by Corixa Camurus less [***] thereof, which amount shall be paid to Braeburn. If Camurus elects not to enforce the Camurus Platform IP in the Licensed Territory, then Braeburn shall have the option to do so in accordance with the following, subject to the prior written consent of Camurus. If Camurus gives such actionconsent, then the following procedures shall apply in these circumstances: (i) Where Braeburn has requested and been granted approval by Camurus to commence proceedings in relation to Camurus Platform IP in the Licensed Territory, it shall be entitled to require Camurus to join Braeburn as co-plaintiff. In such case, Camurus shall have the right to join as co-plaintiff. Camurus shall, at Braeburn’s cost and expense, provide all necessary assistance to Braeburn in relation to any such proceeding. If Camurus elects to be separately represented (which shall be at Camurus’ discretion), then such separate representation shall be at Camurus’ cost and expense. (ii) If Braeburn succeeds in any such infringement proceedings whether at trial or by way of settlement, the proceeds of any award or damages or settlement in respect of such infringement proceedings shall first be applied (a) to reimburse Braeburn an amount equal to Braeburn’s costs of taking the proceedings, (b) to reimburse Camurus an amount equal to Camurus’ costs of assisting Braeburn with the proceedings, and (c) Upon Introgen’s reasonable requestthe remainder shall be retained by Braeburn less [***] thereof, Corixa agrees which amount shall be paid to use reasonable effortsCamurus; (iii) Braeburn shall not enter into a settlement, including, but not limited to, with respect to the exercise consent judgment or other voluntary final disposition of rights under the Columbia Agreement (as defined in Section 10.1) to cause Columbia (as defined in Section 10.1) to cooperate in any suit, an action or other proceeding claim or counterclaim under this Section 7.2, at Introgen’s expense. *** Certain information on this page has been omitted and filed separately with 7.8 without the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portionsprior written approval of Camurus.

Infringement. If 9.1 Each party shall promptly report in writing to the other party during the term Term any infringement or suspected infringement of this Agreementany Patent, either party becomes aware or unauthorized use or misappropriation of the Technology or 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 or threatened infringement of any Licensed Patents, the following provisions shall apply:unauthorized use or misappropriation. (a) Introgen shall have the right, but not the obligation, to bring suit (itself or through a designee) to enforce the Licensed Patents, and/or to defend any declaratory judgment action with respect thereto, in each case with respect to the manufacture, sale or use of a product within the Field; provided, however, that Introgen shall keep Corixa reasonably informed as to the defense and/or settlement of such action. Corixa 9.2 Company shall have the right to participate in initiate an infringement suit or other appropriate action against any third party who at any time has infringed or is suspected of infringing any of the Patents or of using without proper authorization all or any portion of the Technology or Know-how. Company shall give MSU sufficient advance written notice of its intent to initiate such action and the reasons therefor, and shall provide MSU with an opportunity to make suggestions and comments regarding such action. Company shall keep MSU promptly informed of the status of any such action. Company shall pay all expenses of such action. MSU shall offer reasonable assistance to Company in connection therewith at no charge to Company except for reimbursement of reasonable out-of-pocket expenses. Recoveries, reimbursements, damages, profits or awards from such action with counsel shall first be applied to reimburse Company and MSU for litigation costs. Any remaining recoveries, reimbursements, damages, profits or awards of whatever nature shall be treated as Adjusted Gross Sales under this Agreement. 9.3 In the event that MSU is a legally indispensable party to an infringement suit or other action as described in Paragraph 9.2, MSU may join the action as a co-plaintiff. Company shall reimburse MSU for any costs it incurs as a party to any action brought by Company or its own choice sublicensee, irrespective of whether MSU shall become a co-plaintiff. 9.4 In the event that Company does not within six (6) months (a) secure cessation of the infringement, or (b) initiate suit against the infringer, MSU shall thereafter have the right but not the obligation to convert Company's exclusive license hereunder to a non-exclusive license and/or to take action against the infringer at its MSU's own expense. Without limiting the provisions of Section 7.3 below, Corixa agrees Company shall offer reasonable assistance to cooperate with Introgen with respect to actions brought by Introgen under this Section 7.2(a) at Introgen’s request and expense. If Introgen decides to undertake such suit, then any amounts received by Introgen in such Action with respect to infringement that occurred prior to the judgment awarding such amounts shall be included, after deducting the costs incurred by Introgen MSU in connection with such Actionaction at no charge to MSU except for the reimbursement of reasonable out-of-pocket expenses. Any damages, in Annual Net Sales hereunder. (b) If Introgen elects not to so initiate an action to enforce the Licensed Patents against a commercially significant infringement by a Third Party within the Field, within one hundred eighty (180) days profits or awards of a request by Corixa to do so, Corixa may initiate whatever nature recovered from such action at its expense; provided, however, that Corixa shall keep Introgen reasonably informed as belong solely to the defense and/or settlement of such action, as requested from time to time by Introgen, and provided that there is not then ongoing a litigation in any country with respect to the Licensed Technology. Introgen shall have the right to participate in any such action with counsel of its own choice at its own expense. Introgen agrees to cooperate with Corixa with respect to actions brought by Corixa under this Section 7.2(b) at Corixa’s request and expense. If Corixa undertakes such suit, then, after deducting the costs incurred by Corixa in connection with such Action, Introgen shall be entitled to receive [***] ([***]%) of any amounts received by Corixa in such actionMSU. (c) Upon Introgen’s reasonable request, Corixa agrees to use reasonable efforts, including, but not limited to, with respect to the exercise of rights under the Columbia Agreement (as defined in Section 10.1) to cause Columbia (as defined in Section 10.1) to cooperate in any suit, action or other proceeding under this Section 7.2, at Introgen’s expense. *** Certain information on this page has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions

Infringement. If 22.1. So long as Licensee remains the exclusive licensee of any of the Patents in the Field of Use, Licensee shall have the right during the term of this AgreementAgreement to commence an action for infringement of any of those Patents against any third party for any infringement occurring within the Field of Use, either party becomes aware provided that Licensee shall provide Carnegie Mellon sixty (60) days’ prior written notice of such infringement and of Licensee’s intent to file such action. Carnegie Mellon shall have the right at its own expense (subject to being reimbursed from any settlement amount or proceeds as provided herein) to appear in such action by counsel of its own selection. If required by the jurisdictional laws of the forum that any such action be prosecuted in the name of the owner of the Patent or that Carnegie Mellon be joined as a party, Carnegie Mellon shall appear; except that (a) if such appearance could subject Carnegie Mellon to any unrelated action or claim of a third party or Licensee in that or any other jurisdiction, then Carnegie Mellon shall have the right to decline such appearance if Carnegie Mellon may legally do so in the opinions of external legal counsels for both Carnegie Mellon and Licensee; and (b) Carnegie Mellon shall have no obligation to appear, if external legal counsels for both Carnegie Mellon and Licensee agree that Carnegie Mellon has no obligation to appear, if the defendant in such action is Marvell Technology Group, Inc., or any direct or indirect subsidiary thereof, or any successor thereto (collectively, a “Marvell Entity”), or if the defendant in such action is accused of infringement as a result of the manufacture, use, importation into the United States, sale, offer of sale, or threatened infringement other disposition of products or processes sold or provided directly or indirectly by a Marvell Entity. Licensee shall hold Carnegie Mellon harmless from, and indemnify Carnegie Mellon against any liability, damage, loss, or expense that Carnegie Mellon suffers or incurs, including Carnegie Mellon’s attorneys’ fees and expenses, in connection with, in consequence of or resulting from such action, and all liability, damage, loss, or expense suffered or incurred by Carnegie Mellon in connection with, in consequence of or resulting from such action, including reasonable compensation for the time of any Licensed PatentsCarnegie Mellon personnel, shall be paid by Licensee as the following provisions same is incurred by Carnegie Mellon. Settlement of any action brought by Licensee shall apply: require the consent of Carnegie Mellon and any settlement amount or recovery for damages shall be applied as follows: (a) Introgen first, to reimburse the parties for their unreimbursed expenses in connection with the litigation; and (b) second, Carnegie Mellon shall receive compensation for unreimbursed time of any Carnegie Mellon personnel involved in the action; and (c) third, Carnegie Mellon shall receive the following percentage of the monies remaining: ten percent (10%). 22.2. In the event that Licensee is unsuccessful in persuading an alleged infringer to desist or fails to initiate any infringement action contemplated by Section 22.1 within a reasonable time after Licensee first becomes aware of the basis for such action, Carnegie Mellon shall have the right, but not the obligationin its sole discretion, to bring suit (itself or through a designee) to enforce the Licensed Patents, and/or to defend any declaratory judgment action with respect thereto, in each case with respect to the manufacture, sale or use of a product within the Field; provided, however, that Introgen shall keep Corixa reasonably informed as to the defense and/or settlement of prosecute such action. Corixa shall have the right to participate in any such action with counsel of its own choice at its own expense. Without limiting the provisions of Section 7.3 below, Corixa agrees to cooperate with Introgen with respect to actions brought by Introgen under this Section 7.2(a) at Introgen’s request and expense. If Introgen decides to undertake such suit, then any amounts received by Introgen in such Action with respect to infringement that occurred prior to the judgment awarding such amounts shall be included, after deducting the costs incurred by Introgen in connection with such Action, in Annual Net Sales hereunder. (b) If Introgen elects not to so initiate an action to enforce the Licensed Patents against a commercially significant infringement by a Third Party within the Field, within one hundred eighty (180) days of a request by Corixa to do so, Corixa may initiate such action at its sole expense; provided, however, that Corixa shall keep Introgen reasonably informed as to the defense and/or settlement of such action, as requested from time to time by Introgen, and provided that there is not then ongoing a litigation in any country with respect settlement amount or recovery shall belong to Carnegie Mellon. 22.3. Notwithstanding the Licensed Technology. Introgen pendency of any infringement (or other) claim or action by or against Licensee, Licensee shall have the no right to participate in any such action with counsel of its own choice at its own expense. Introgen agrees to cooperate with Corixa with respect to actions brought by Corixa under this Section 7.2(bterminate or suspend (or escrow) at Corixa’s request and expense. If Corixa undertakes such suit, then, after deducting the costs incurred by Corixa in connection with such Action, Introgen shall be entitled to receive [***] ([***]%) payment of any amounts received by Corixa in such actionrequired to be paid to Carnegie Mellon pursuant to this Agreement. (c) Upon Introgen’s reasonable request, Corixa agrees to use reasonable efforts, including, but not limited to, with respect to the exercise of rights under the Columbia Agreement (as defined in Section 10.1) to cause Columbia (as defined in Section 10.1) to cooperate in any suit, action or other proceeding under this Section 7.2, at Introgen’s expense. *** Certain information on this page has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions

Infringement. If during the term of this Agreement, either party becomes aware of a third party infringement or threatened infringement of any Licensed Patents, the following provisions shall apply: (a) Introgen If either Party shall have learn of a claim or assertion that the rightmanufacture, use, or sale of the Product in the Territory infringes or otherwise violates the intellectual property rights of any Third Party or that any Third Party violates the intellectual property rights owned or Controlled by (i) Zogenix in the Product or the Zogenix Trademarks in the Territory or (ii) Astellas in the Astellas Trademarks, then the Party becoming so informed shall promptly, but not in all events within fifteen (15) days thereof, notify the obligationother Party to this Agreement of the claim or assertion. In the event Zogenix receives a notice under Paragraph IV of the U.S. Federal Drug Price Competition and Patent Term Restoration Act of 1984, to bring suit (itself or through a designee) to enforce as amended, also known as the Licensed Patents▇▇▇▇▇-▇▇▇▇▇▇ Act, and/or to defend any declaratory judgment action with respect thereto, in each case with respect to the Product, Zogenix shall provide Astellas with written notice of such Paragraph IV notice within two (2) business days (each, a “Paragraph IV Notice”). (b) In the event of any infringement of Zogenix patent rights related to the Product or its manufacture, sale use, or use of sale, or the Zogenix Trademarks in the Territory, which infringement involves a product within that could or does compete with the Field; providedProduct or could adversely affect the Parties’ interests in the Product under this Agreement, howeverZogenix shall, that Introgen in its sole discretion, after considering the advice and comments of Astellas, determine to take the appropriate legal action (an “Enforcement Action”), if any. In the event such an Enforcement Action is initiated, Zogenix shall keep Corixa reasonably informed as use commercially reasonable efforts to the defense and/or settlement prosecute such matter. At Zogenix’s reasonable request, Astellas shall cooperate fully with Zogenix with respect to any such Enforcement Action, and Zogenix shall reimburse Astellas for its reasonable out-of-pocket expenses incurred in providing such cooperation. Astellas may be represented by counsel of its own selection at its own expense in any such action. Corixa Enforcement Action, but Zogenix shall have the right to participate in control the suit or proceeding. Any recovery received as a result of any such action with counsel of its own choice at its own expense. Without limiting the provisions of Section 7.3 below, Corixa agrees to cooperate with Introgen with respect to actions brought by Introgen under this Section 7.2(a) at Introgen’s request and expense. If Introgen decides to undertake such suit, then any amounts received by Introgen in such Enforcement Action with respect to infringement that occurred prior to the judgment awarding such amounts shall be included, after deducting the costs incurred by Introgen in connection with such Action, in Annual Net Sales hereunder. (b) If Introgen elects not to so initiate an action to enforce the Licensed Patents against a commercially significant infringement by a Third Party within the Field, within one hundred eighty (180) days of a request by Corixa to do so, Corixa may initiate such action at its expense; provided, however, that Corixa shall keep Introgen reasonably informed as to the defense and/or settlement of such action, as requested from time to time by Introgen, and provided that there is not then ongoing a litigation in any country with respect to the Licensed Technology. Introgen shall have the right to participate in any such action with counsel of its own choice at its own expense. Introgen agrees to cooperate with Corixa with respect to actions brought by Corixa under this Section 7.2(b) at Corixa’s request and expense. If Corixa undertakes such suit, then, after deducting the costs incurred by Corixa in connection with such Action, Introgen shall be entitled to receive [***] (and any amounts remaining thereafter allocable as compensation for lost sales or profits of the Product shall be shared between the Parties [***]%) of any amounts received by Corixa in such action] to Astellas and [***] to Zogenix. (c) Upon IntrogenIn the event of an Enforcement Action by Astellas with respect to any Astellas Trademark, at Astellas’s reasonable request, Corixa agrees to use reasonable efforts, including, but not limited to, Zogenix shall cooperate fully with Astellas with respect to the exercise of rights under the Columbia Agreement (as defined any such Enforcement Action, and Astellas shall reimburse Zogenix for its reasonable out-of-pocket expenses incurred in Section 10.1) to cause Columbia (as defined in Section 10.1) to cooperate in any suit, action or other proceeding under this Section 7.2, at Introgen’s expense. *** Certain information on this page has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portionsproviding such cooperation.

Infringement. If during A. Licensee and CMCC shall each inform the other promptly in writing of any alleged infringement by a third party of the Patent Rights in the Field of Use and of any available evidence thereof. B. During the term of this Agreement, either party becomes aware of a third party infringement or threatened infringement of any Licensed Patents, the following provisions shall apply: (a) Introgen CMCC shall have the right, but shall not be obligated, to prosecute at its own expense any infringement of the obligationPatent 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 and shall keep Licensee informed as to the status of such suit. 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 except that CMCC shall pay Licensee the equivalent amount as if royalties were calculated on Net Sales by Licensee. CMCC shall indemnify Licensee against any order for costs that may be made against Licensee in such proceedings. C. If within six (6) 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 at any time prior thereto of its intention not to bring suit (itself or through a designee) against any alleged infringer then, and in those events only, Licensee shall have the right, but shall not be obligated, to enforce prosecute at its own expense any infringement of the Licensed PatentsPatent Rights, and/or to defend any declaratory judgment action with respect theretoand Licensee may, in each case with respect to for such purposes, use the manufacture, sale or use name of a product within the FieldCMCC as party plaintiff; provided, however, that Introgen shall keep Corixa reasonably informed as to the defense and/or settlement of such action. Corixa shall have the right to participate 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 such action with counsel of its own choice at its own expense. Without limiting the provisions of Section 7.3 below, Corixa agrees to cooperate with Introgen with respect to actions brought by Introgen under this Section 7.2(a) at Introgen’s request and expense. If Introgen decides to undertake such suit, then any amounts received by Introgen order for costs that may be made against CMCC in such Action with respect to infringement that occurred prior to the judgment awarding such amounts shall be included, after deducting the costs incurred by Introgen in connection with such Action, in Annual Net Sales hereunderproceedings. D. In the event Licensee shall undertake the enforcement and/or defense of the Patent Rights by litigation, Licensee may withhold up to fifty percent (b) If Introgen elects not to so initiate an action to enforce the Licensed Patents against a commercially significant infringement by a Third Party within the Field, within one hundred eighty (180) days of a request by Corixa to do so, Corixa may initiate such action at its expense; provided, however, that Corixa shall keep Introgen reasonably informed as to the defense and/or settlement of such action, as requested from time to time by Introgen, and provided that there is not then ongoing a litigation in any country with respect to the Licensed Technology. Introgen shall have the right to participate in any such action with counsel of its own choice at its own expense. Introgen agrees to cooperate with Corixa with respect to actions brought by Corixa under this Section 7.2(b) at Corixa’s request and expense. If Corixa undertakes such suit, then, after deducting the costs incurred by Corixa in connection with such Action, Introgen shall be entitled to receive [***] ([***]50%) of the payments otherwise thereafter due to CMCC under Article IV above and apply the same toward reimbursement of up to fifty percent (50%) 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 amounts received by Corixa in unreimbursed expenses and legal fees of Licensee relating to such action. (c) Upon Introgen’s reasonable request, Corixa agrees suit and next toward reimbursement of CMCC for any payments under Article IV past due or withheld and applied pursuant to use reasonable efforts, including, but not limited to, with respect to the exercise of rights under the Columbia Agreement (as defined in Section 10.1) to cause Columbia (as defined in Section 10.1) to cooperate in any suit, action or other proceeding under this Section 7.2, at Introgen’s expenseArticle VII. *** Certain information on this page has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portionsLicensee shall

Infringement. If Each Party shall promptly provide written notice to the other Party during the term Agreement Term of this Agreement, either party becomes aware of a third party any (i) known infringement or threatened suspected infringement by a Third Party of any Licensed PatentsFMI Background Patent Rights, FMI Foreground Patent Rights, Roche Background Patent Rights, Roche Foreground Patent Rights or Joint Patent Rights, or (ii) known or suspected unauthorized use or misappropriation by a Third Party of any FMI Background Know-How, FMI Know-How, Roche Background Know-How, Roche Know-How or Joint Know-How, and shall provide the other Party with all evidence in its possession supporting such infringement or unauthorized use or misappropriation. Within […***…] after a Party provides or receives such written notice (“Decision Period”), the following provisions Party Handling enforcement of such Patent Right as set forth in this Section 2.7, in its sole discretion, shall applydecide whether or not to initiate such suit or action in the Territory and shall notify the other Party in writing of its decision in writing (“Suit Notice”). For any FMI Background Patent Right or sole FMI Patent Right, FMI in its sole discretion shall decide whether or not to initiate such suit or action in the Territory. FMI shall have full discretion as to how it wishes to handle such suit and may reach Settlement under any terms and conditions it desires and retain all damages, settlement fees or other consideration received in connection therewith. Only if a Settlement could adversely affect Roche shall the written consent of Roche be required, which consent shall not be unreasonably withheld. The term “adversely affect” in the previous sentence shall include, among other things, […***…]. For any sole Roche Background Patent Right or Roche Patent Right, Roche, in its sole discretion, shall decide whether or not to initiate such suit or action in the Territory. Roche shall have full discretion as to how it wishes to handle such suit and may reach Settlement under any terms and conditions it desires and retain all damages, settlement fees or other consideration received in connection therewith. Only if a Settlement could adversely affect FMI shall the written consent of FMI be required, which consent shall not be unreasonably withheld. If for a Joint Patent Right, Roche decides to bring a suit or take action, once Roche provides Suit Notice, Roche may immediately commence such suit or take such action. In the event that Roche (i) does not in writing advise FMI within the Decision Period that Roche will commence suit or take action, or (ii) fails to commence suit or take action within a reasonable time after providing Suit Notice, FMI shall thereafter have the right to commence suit or take action in the Territory and shall provide written notice Roche of any such suit commenced or action taken by FMI. Upon written request, the Party bringing suit or taking action (“Initiating Party”) shall keep the other Party informed of the status of any such suit or action and shall provide the other Party with copies, to the extent the Initiating Party is lawfully permitted to do so, of all material documents or communications filed in such suit or action. The Initiating Party shall have the sole and exclusive right to select counsel for any such suit or action. The Initiating Party shall, except as provided below, pay all expenses of the suit or action, including the Initiating Party’s attorneys’ fees and court costs. Any damages, settlement fees or other consideration received as a result of such suit or action shall be allocated as follows: (a) Introgen shall have the right, but not the obligationFirst, to bring suit (itself or through a designee) to enforce reimburse the Licensed PatentsInitiating Party for its costs and, and/or to defend if any declaratory judgment action with respect theretoremains, in each case with respect to the manufactureother Party for any advisory counsel fees and costs; and (b) Second, sale the balance, if any, shall be allocated […***…]. If the Initiating Party believes it is reasonably necessary or use of desirable to obtain an effective remedy, upon written request the other Party agrees to be joined as a product within the Field; provided, however, that Introgen shall keep Corixa reasonably informed as party to the defense and/or settlement suit or action but shall be under no obligation to participate except to the extent that such participation is required as the result of such its being a named party to the suit or action. Corixa At the Initiating Party’s written request, the other Party shall offer reasonable assistance to the Initiating Party in connection therewith at no charge to the Initiating Party except for reimbursement of reasonable out-of-pocket expenses incurred by the other Party in rendering such assistance. The other Party shall have the right to participate and be represented in any such suit or action with counsel of by its own choice counsel at its own expense. Without limiting The Initiating Party may settle, consent judgment or otherwise voluntarily dispose of the provisions suit or action (“Settlement”) without the written consent of Section 7.3 below, Corixa agrees to cooperate with Introgen with respect to actions brought by Introgen under this Section 7.2(a) at Introgen’s request and expensethe other Party but only if such Settlement can be achieved without adversely affecting the other Party (including any of its Patent Rights). If Introgen decides to undertake such suita Settlement could adversely affect the other Party, then any amounts received by Introgen in such Action with respect to infringement that occurred prior to the judgment awarding such amounts written consent of the other Party would be required, which consent shall not be included, after deducting the costs incurred by Introgen in connection with such Action, in Annual Net Sales hereunderunreasonably withheld. (b) If Introgen elects not to so initiate an action to enforce the Licensed Patents against a commercially significant infringement by a Third Party within the Field, within one hundred eighty (180) days of a request by Corixa to do so, Corixa may initiate such action at its expense; provided, however, that Corixa shall keep Introgen reasonably informed as to the defense and/or settlement of such action, as requested from time to time by Introgen, and provided that there is not then ongoing a litigation in any country with respect to the Licensed Technology. Introgen shall have the right to participate in any such action with counsel of its own choice at its own expense. Introgen agrees to cooperate with Corixa with respect to actions brought by Corixa under this Section 7.2(b) at Corixa’s request and expense. If Corixa undertakes such suit, then, after deducting the costs incurred by Corixa in connection with such Action, Introgen shall be entitled to receive [***] ([***]%) of any amounts received by Corixa in such action. (c) Upon Introgen’s reasonable request, Corixa agrees to use reasonable efforts, including, but not limited to, with respect to the exercise of rights under the Columbia Agreement (as defined in Section 10.1) to cause Columbia (as defined in Section 10.1) to cooperate in any suit, action or other proceeding under this Section 7.2, at Introgen’s expense. *** Certain information on this page has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions

Infringement. If during 10.01 Alba and Company agree to notify each other promptly of each infringement or possible infringement of the term Patent Rights of this Agreement, which either party becomes aware of a third party infringement or threatened infringement of any Licensed Patents, the following provisions shall apply:aware. 10.02 Company may (a) Introgen shall have the right, but not the obligation, to bring suit (itself or through a designee) to enforce the Licensed Patents, and/or to defend any declaratory judgment action with respect thereto, in each case with respect to the manufacture, sale or use of a product within the Field; provided, however, that Introgen shall keep Corixa reasonably informed as to the defense and/or settlement of such action. Corixa shall have the right to participate in any such action with counsel of its own choice name, at its own expense. Without limiting , and on its own behalf for infringement of presumably valid claims in the provisions of Section 7.3 below, Corixa agrees Patent Rights licensed to cooperate with Introgen with respect to actions brought by Introgen under this Section 7.2(aCompany; (b) at Introgen’s request and expense. If Introgen decides to undertake in any such suit, then any amounts received by Introgen in such Action with respect to enjoin infringement that occurred prior to the judgment awarding such amounts shall be includedand collect for its use damages, after deducting the costs incurred by Introgen in connection with such Action, in Annual Net Sales hereunder. (b) If Introgen elects not to so initiate an action to enforce the Licensed Patents against a commercially significant infringement by a Third Party within the Field, within one hundred eighty (180) days of a request by Corixa to do so, Corixa may initiate such action at its expense; provided, however, that Corixa shall keep Introgen reasonably informed as to the defense and/or settlement of such action, as requested from time to time by Introgenprofits, and provided that there is awards of whatever nature recoverable for such infringement; and (c) settle any claim or suit for infringement of the Patent Rights. Company may not then ongoing a litigation in any country with respect compel Alba to the Licensed Technology. Introgen shall have the right to participate initiate or join in any such action with counsel suit for patent infringement. Company may request Alba to initiate or join in any such suit if necessary to avoid dismissal of the suit. If Alba is made a party to any such suit, Company will reimburse and indemnify Alba for any costs, expenses, or fees which Alba incurs as a result of its joinder. In all cases, Company agrees to keep Alba reasonably apprised of the status and progress of any litigation. 10.03 If an infringement 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 choice name, at its own expense. Introgen agrees to cooperate with Corixa with respect to actions brought by Corixa under this Section 7.2(b, and on its own behalf for presumably valid claims in the Patent Rights; (b) at Corixa’s request and expense. If Corixa undertakes in any such suit, thenultimately enjoin infringement and collect for its use, after deducting damages, profits, and awards of whatever nature recoverable for such infringement; and (c) settle any claim or suit for damages or a declaratory judgment involving the costs incurred Patent Rights, including the granting of further licenses on sublicenses, provided that Company does not admit Alba’s infringement or concede invalidation of any Patent Rights, without Alba’s prior written consent, respectively. Alba consent will not be unreasonably withheld. Company may not compel Alba to initiate or join in any such suit. Company may request Alba to initiate or join in any such suit if necessary to avoid dismissal of the suit. If Alba is made a party to any such suit, Company will reimburse and indemnify Alba for any costs, expenses, or fees which it incurs as a result of its joinder. In all cases, Company agrees to keep Alba reasonably apprised of the status and progress of any litigation. 10.04 Company will not settle any action described in Section 10.02 or 10.03 without first notifying Alba. In any action under Sections 10.02 or 10.03, the expenses of Company and Alba, including costs, fees, attorney fees, and disbursements, will be paid by Corixa Company. 10.05 Alba will cooperate reasonably with Company in connection with such Action, Introgen shall be entitled any action under Sections 10.02 or 10.03. Alba agrees to receive [***] ([***]%) of any amounts received provide prompt access to all necessary documents and to render reasonable assistance in response to requests by Corixa in such actionCompany. (c) Upon Introgen’s reasonable request, Corixa agrees 10.06 Alba has a continuing right to use reasonable efforts, including, but not limited to, with respect to intervene in a suit initiated by Company under Section 10.02 or in a declaratory judgment action involving the exercise of rights Patent Rights brought against Company under the Columbia Agreement (as defined in Section 10.1) to cause Columbia (as defined in Section 10.1) to cooperate in any suit, action or other proceeding under this Section 7.2, at Introgen’s expense. *** Certain information on this page has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions10.

Infringement. If (a) Each party shall promptly report in writing to the other party during the term of this AgreementAgreement any known infringement or suspected infringement of any Product, either party becomes aware of Cepheid Intellectual Property or Cepheid Products by a third party of which it becomes aware, and shall provide the other party with all available evidence supporting said infringement or threatened infringement of any Licensed Patentssuspected infringement. (b) Except as provided in paragraph (d), the following provisions shall apply: (a) Introgen Corporation shall have the rightright to initiate an infringement or other appropriate suit against any third party who at any time has infringed, but not or is suspected of infringing, any Product, Cepheid Intellectual Property or Cepheid Products. The Corporation shall give Cepheid sufficient advance notice of its intent to file said suit and the obligationreasons therefor, and shall provide Cepheid with an opportunity to bring make suggestions and comments regarding such suit. The Corporation shall keep Cepheid properly informed, and shall from time to time consult with Cepheid, regarding the status of any such suit. (c) The Corporation shall have the sole and exclusive right to select counsel for any suit referred to in paragraph (itself or through b) and shall pay all expenses of the suit, including without limitation attorney's fees and court costs. If necessary, Cepheid shall join as a designee) to enforce the Licensed Patents, and/or to defend any declaratory judgment action with respect thereto, in each case with respect party to the manufacture, sale or use of a product within the Field; provided, however, that Introgen suit but shall keep Corixa reasonably informed as be under no obligation to participate except to the defense and/or settlement extent that such participation is required as the result of being a named party to the suit. Cepheid shall offer reasonable assistance to the Corporation in connection therewith at no charge to the Corporation except for reimbursement of reasonable out-of-pocket expenses (not including salaries of Cepheid personnel) incurred in rendering such actionassistance. Corixa Cepheid shall have the right to participate and be represented in any such action with counsel of suit by its own choice counsel at its own expense. Without limiting The Corporation shall not settle any such suit involving rights of IDI without obtaining the provisions prior written consent of Section 7.3 belowCepheid, Corixa agrees which consent shall not be unreasonably. (d) In the event that the Corporation elects not to cooperate with Introgen with respect initiate an infringement or other appropriate suit pursuant to actions brought by Introgen under this Section 7.2(a) at Introgen’s request and expense. If Introgen decides paragraph (b), the Corporation shall promptly advise Cepheid of its intent not to undertake initiate such suit, then and Cepheid shall have the right, at the expense of Cepheid, of initiating an infringement or other appropriate suit against any amounts received by Introgen in such Action with respect third party who at any time has infringed, or is suspected of infringing, any Product, Cepheid Intellectual Property or Cepheid Products. In exercising its rights pursuant to infringement that occurred prior this paragraph (d), Cepheid shall have the sole and exclusive right to select counsel and shall pay all expenses of the suit, including without limitation, attorney's fees and court costs, and shall be entitled to receive and retain any damages, royalties, settlement fees or other consideration. If necessary, the Corporation shall join as a party to the judgment awarding such amounts suit but shall be included, after deducting the costs incurred by Introgen in connection with such Action, in Annual Net Sales hereunder. (b) If Introgen elects not under no obligation to so initiate an action to enforce the Licensed Patents against a commercially significant infringement by a Third Party within the Field, within one hundred eighty (180) days of a request by Corixa to do so, Corixa may initiate such action at its expense; provided, however, that Corixa shall keep Introgen reasonably informed as participate except to the defense and/or settlement extent that such participation is required as a result of being a named party of the suit. At Cepheid's request, the Corporation shall offer reasonable assistance to Cepheid at no charge to Cepheid except for reimbursement of reasonable out-of-pocket expenses (not including salaries of the Corporation personnel) incurred in rendering such action, as requested from time to time by Introgen, and provided that there is not then ongoing a litigation in any country with respect to the Licensed Technologyassistance. Introgen The Corporation shall have the right to participate and be represented in any such action with counsel of suit by its own choice counsel at its own expense. Introgen agrees to cooperate with Corixa with respect to actions brought by Corixa under this Section 7.2(b) at Corixa’s request and expense. If Corixa undertakes such suit, then, after deducting the costs incurred by Corixa in connection with such Action, Introgen shall be entitled to receive [***] ([***]%) of any amounts received by Corixa in such action. (c) Upon Introgen’s reasonable request, Corixa agrees to use reasonable efforts, including, but not limited to, with respect to the exercise of rights under the Columbia Agreement (as defined in Section 10.1) to cause Columbia (as defined in Section 10.1) to cooperate in any suit, action or other proceeding under this Section 7.2, at Introgen’s expense. *** Certain information on this page has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions

Infringement. If during 7.1 LICENSEE shall inform UFRFI promptly in writing of any alleged infringement of the Patent Rights by a third party and of any available evidence thereof. 7.2 During the term of this Agreement, either party becomes aware of a third party infringement or threatened infringement of any Licensed Patents, the following provisions shall apply: (a) Introgen UFRFI shall have the right, but shall not be obligated, to prosecute at its own expense any such infringements of Patent Rights. If UFRFI prosecutes any such infringement, LICENSEE agrees that UFRFI 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 UFRFI shall be borne by UFRFI and UFRFI shall keep any recovery or damages for past infringement derived therefrom. 7.3 If within three (3) months after having been notified of any alleged infringement or such shorter time proscribed by law, UFRFI shall have been unsuccessful in persuading the obligationalleged infringer to desist and shall not have brought and shall not be diligently prosecuting an infringement action, or if UFRFI shall notify LICENSEE at any time prior thereto of its intention not to bring suit (itself or through a designee) against any alleged infringer, then, and in those events only, LICENSEE shall have the right, but shall not be obligated, to enforce prosecute at its own expense any infringement of the Licensed PatentsPatent Rights, and/or to defend any declaratory judgment action with respect theretoand LICENSEE may, in each case with respect to for such purposes, use the manufacture, sale or use name of a product within the FieldUFRFI as party plaintiff; provided, however, that Introgen shall keep Corixa reasonably informed as to the defense and/or settlement of such action. Corixa shall have the right to participate bring an infringement action shall remain in any such action with counsel effect only for so long as the license granted herein remains exclusive. No settlement, consent judgment or other voluntary final disposition of its own choice at its own expense. Without limiting the provisions suit may be entered into without the consent of Section 7.3 belowUFRFI, Corixa agrees to cooperate with Introgen with respect to actions brought by Introgen under this Section 7.2(a) at Introgen’s request and expense. If Introgen decides to undertake such suit, then any amounts received by Introgen in such Action with respect to infringement that occurred prior to the judgment awarding such amounts which consent shall not unreasonably be included, after deducting the costs incurred by Introgen in connection with such Action, in Annual Net Sales hereunder. (b) If Introgen elects not to so initiate an action to enforce the Licensed Patents against a commercially significant infringement by a Third Party within the Field, within one hundred eighty (180) days of a request by Corixa to do so, Corixa may initiate such action at its expensewithheld; provided, however, that Corixa LICENSEE shall keep Introgen reasonably informed as indemnify UFRFI against any order for costs that may be made against UFRFI in such proceedings, in accordance with this Paragraph. 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 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 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 the defense and/or settlement suit, and next toward reimbursement of UFRFI for any royalties past due or withheld with interest and applied pursuant to this Article VII. 7.5 In the event that a declaratory judgment action alleging invalidity or noninfringement of any of the Patent Rights shall be brought against LICENSEE, UFRFI, at its option, shall have the right, within thirty (30) days after commencement of such action, as requested from time to time by Introgen, intervene and provided that there is not then ongoing a litigation in any country with respect to take over the Licensed Technology. Introgen shall have sole defense of the right to participate in any such action with counsel of its own choice at its own expense. Introgen agrees . 7.6 In any infringement suit as either party may institute to cooperate with Corixa with respect enforce the Patent Rights pursuant to actions brought by Corixa under this Section 7.2(b) Agreement, the other party hereto shall, at Corixa’s the request and expense. If Corixa undertakes expense of the party initiating such suit, thencooperate in all respects and, after deducting the costs incurred by Corixa in connection with such Action, Introgen shall be entitled to receive [***] ([***]%) of any amounts received by Corixa in such action. (c) Upon Introgen’s reasonable request, Corixa agrees to use reasonable efforts, including, but not limited to, with respect to the exercise of rights under extent possible, have its employees testify when requested and make available relevant records, papers, information, samples, specimens, and the Columbia Agreement (as defined in Section 10.1) to cause Columbia (as defined in Section 10.1) to cooperate in any suit, action or other proceeding under this Section 7.2, at Introgen’s expense. *** Certain information on this page has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portionslike.

Infringement. If during 7.1 Each PARTY shall inform the other PARTY promptly in writing of any alleged infringement of PATENT RIGHTS by a third party and any available evidence thereof. 7.2 During the term of this Agreement, either LICENSEE shall have the first right, but shall not be obligated to prosecute at its own expense, all infringements or misappropriations of TECHNOLOGY. LICENSEE may, for such purposes, include CURF as party becomes aware plaintiff, if necessary, without expense to CURF. No settlement, consent judgment or other voluntary final disposition of the suit may be entered into without the consent of CURF, which consent shall not unreasonably be withheld. The total cost of any such infringement or misappropriation action commenced or defended solely by LICENSEE shall be borne by LICENSEE, and LICENSEE shall keep any recovery or damages for past infringement or misappropriation derived therefrom subject to the payment of a third party infringement or threatened infringement percentage on any recoveries net of costs and expenses as an “other payment” in accordance with Section 4.1(e). LICENSEE shall indemnify CURF against any order for costs that may be made against CURF in such proceedings. 7.3 If within three (3) months after having been notified of any Licensed Patentsalleged infringement, LICENSEE is unsuccessful in persuading the following provisions shall apply: (a) Introgen alleged infringer to desist and has not brought or is not diligently pursuing an infringement action or if LICENSEE notifies CURF at any time prior thereto of its intention not to bring suit against any alleged infringer, then, and in those events only, CURF shall have the right, but shall not the obligationbe obligated, to bring prosecute at its own expense all infringements or misappropriations of TECHNOLOGY and CURF may, for such purposes, include LICENSEE as a party plaintiff in any such suit, without expense to LICENSEE. The total cost of such infringement action commenced or defended solely by CURF shall be borne by CURF and CURF shall keep any recovery or damages for past infringement derived therefrom. 7.4 In the event that LICENSEE shall undertake the enforcement and/or defense of the TECHNOLOGY by litigation, LICENSEE may withhold up to fifty percent (50%) of the payments otherwise due CURF under Article 4 hereunder and apply the same toward payment of up to half of LICENSEE’s expenses, including reasonable attorney’s fees, in connection therewith. LICENSEE shall modify the Royalty Report form to reflect any withholdings. Any recovery of damages by LICENSEE for each such suit (itself shall be applied first in satisfaction of any unreimbursed expenses and legal fees of LICENSEE relating to such suit, and next toward reimbursement of CURF for any payments under Article 4 past due or through withheld and applied pursuant to this Section 7.4. LICENSEE shall keep the balance remaining from any such recovery subject to the payment of a designee) percentage as an “other payment” in accordance with Section 4.1(e). 7.5 In any infringement or misappropriation suit that either PARTY may institute to enforce the Licensed PatentsPATENT RIGHTS pursuant to this Agreement, and/or to defend any declaratory judgment action with respect theretothe other PARTY hereto shall, at the request and expense of the PARTY initiating such suit, cooperate in each case with respect all respects and, to the manufactureextent possible, sale or use have its employees testify when requested and make available relevant records, papers, information, samples, specimens and the like. 7.6 LICENSEE, during the exclusive period of a product within the Field; providedthis Agreement, however, that Introgen shall keep Corixa reasonably informed as to the defense and/or settlement of such action. Corixa shall have the sole right in accordance with the terms and conditions herein to participate in sublicense any alleged infringer for the FIELD OF USE for future use of the PATENT RIGHTS. Any upfront fees as pm1 of such action with counsel of its own choice at its own expense. Without limiting the provisions of Section 7.3 below, Corixa agrees to cooperate with Introgen with respect to actions brought by Introgen under this Section 7.2(a) at Introgen’s request and expense. If Introgen decides to undertake such suit, then any amounts received by Introgen in such Action with respect to infringement that occurred prior to the judgment awarding such amounts a sublicense shall be included, after deducting the costs incurred by Introgen in connection with such Action, in Annual Net Sales hereundertreated pursuant to Article 4. (b) If Introgen elects not to so initiate an action to enforce the Licensed Patents against a commercially significant infringement by a Third Party within the Field, within one hundred eighty (180) days of a request by Corixa to do so, Corixa may initiate such action at its expense; provided, however, that Corixa shall keep Introgen reasonably informed as to the defense and/or settlement of such action, as requested from time to time by Introgen, and provided that there is not then ongoing a litigation in any country with respect to the Licensed Technology. Introgen shall have the right to participate in any such action with counsel of its own choice at its own expense. Introgen agrees to cooperate with Corixa with respect to actions brought by Corixa under this Section 7.2(b) at Corixa’s request and expense. If Corixa undertakes such suit, then, after deducting the costs incurred by Corixa in connection with such Action, Introgen shall be entitled to receive [***] ([***]%) of any amounts received by Corixa in such action. (c) Upon Introgen’s reasonable request, Corixa agrees to use reasonable efforts, including, but not limited to, with respect to the exercise of rights under the Columbia Agreement (as defined in Section 10.1) to cause Columbia (as defined in Section 10.1) to cooperate in any suit, action or other proceeding under this Section 7.2, at Introgen’s expense. *** Certain information on this page has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions

Infringement. If Each Party shall promptly provide written notice to the other Party during the term Agreement Term of this Agreement, either party becomes aware of a third party any (i) known infringement or threatened suspected infringement by a Third Party of any BPM IP, Patent Rights within Collaboration Compound IP, Roche Patent Rights or Joint Patent Rights, or (ii) known or suspected unauthorized use or misappropriation by a Third Party of any BPM Know-How, Roche Know-How or Joint Know-How, in each case if and to the extent involving any commercialization of any Licensed PatentsProduct (or other compounds that satisfy the Compound Criteria) for the applicable Collaboration Target in the Field, and shall provide the other Party with all evidence in its possession and Control supporting such infringement or unauthorized use or misappropriation. Within ten (10) Business Days after a Party provides or receives such written notice (“Decision Period”), such Party in its Territory (i.e., Roche in the Roche Territory and BPM in the BPM Territory), in its sole discretion, shall decide whether or not to initiate a suit or action in the Territory regarding such infringement or unauthorized use or misappropriation and shall notify the other Party in writing of its decision in writing (“Suit Notice”). If Roche decides to bring a suit or take action in the Roche Territory with respect to such infringement or unauthorized use or misappropriation, once the applicable Suit Notice is provided, Roche may immediately commence such suit or take such action in the Roche Territory. In the event that Roche (i) does not in writing advise BPM within the Decision Period that Roche will commence suit or take action, or (ii) fails to commence suit or take action within a reasonable time after providing Suit Notice, BPM shall thereafter have the right to commence suit or take action in the Roche Territory and shall provide written notice to Roche of any such suit commenced or action taken by BPM. If BPM decides to bring a suit or take action in the BPM Territory with respect to such infringement or unauthorized use or misappropriation, once the applicable Suit Notice is provided, BPM may immediately commence such suit or take such action in the BPM Territory. In the event that BPM (i) does not in writing advise Roche within the Decision Period that BPM will commence suit or take action, or (ii) fails to commence suit or take action within a reasonable time after providing Suit Notice, Roche shall thereafter have the right to commence suit or take action in the BPM Territory and shall provide written notice to BPM of any such suit commenced or action taken by Roche. Upon written request, the following provisions Party bringing suit or taking action (“Initiating Party”) shall applykeep the other Party informed of the status of any such suit or action and shall provide the other Party with copies, to the extent the Initiating Party is lawfully permitted to do so, of all substantive documents or communications filed in such suit or action. The Initiating Party shall have the sole and exclusive right to select counsel for any such suit or action, and any actions that otherwise would have been Handled with respect to any Patent Rights subject to this Section 16 will be controlled by the Initiating Party to the extent reasonably related to such suit or action. The Initiating Party shall, except as provided below, pay all expenses of the suit or action, including the Initiating Party’s attorneys’ fees and court costs. Any damages, settlement fees or other consideration received as a result of such suit or action shall be allocated as follows: (a) Introgen shall have the right, but not the obligationFirst, to bring suit reimburse the Initiating Party for its costs and, if any remains, to the other Party for any advisory counsel fees and costs; and (itself or through a designeeb) Second, the balance, if any, (1) to enforce the Licensed Patentsextent a lost profits award, and/or shall be treated as Net Sales and subject to defend any declaratory judgment action with respect theretoroyalty obligations under this Agreement, in each case with respect and (2) to the manufactureextent a royalty or other type of award, sale will be paid […***…]. If the Initiating Party believes it is reasonably necessary or use of desirable to obtain an effective remedy, upon written request the other Party agrees to be joined as a product within the Field; provided, however, that Introgen shall keep Corixa reasonably informed as party to the defense and/or settlement suit or action but shall be under no obligation to participate except to the extent that such participation is required as the result of such its being a named party to the suit or action. Corixa At the Initiating Party’s written request, the other Party shall offer reasonable assistance to the Initiating Party in connection therewith at no charge to the Initiating Party except for reimbursement of reasonable out-of-pocket expenses incurred by the other Party in rendering such assistance. The other Party shall have the right to participate and be represented in any such suit or action with counsel of by its own choice counsel at its own expense. Without limiting The Initiating Party may settle, consent judgment or otherwise voluntarily dispose of the provisions suit or action (“Settlement”) without the written consent of Section 7.3 below, Corixa agrees to cooperate with Introgen with respect to actions brought by Introgen under this Section 7.2(a) at Introgen’s request and expensethe other Party but only if such Settlement can be achieved without adversely affecting the other Party (including any of its Patent Rights). If Introgen decides to undertake such suita Settlement could adversely affect the other Party, then any amounts received by Introgen in such Action with respect to infringement that occurred prior to the judgment awarding such amounts written consent of the other Party would be required, which consent shall not be includedunreasonably withheld, after deducting the costs incurred by Introgen in connection with such Action, in Annual Net Sales hereunderconditioned or delayed. (b) If Introgen elects not to so initiate an action to enforce the Licensed Patents against a commercially significant infringement by a Third Party within the Field, within one hundred eighty (180) days of a request by Corixa to do so, Corixa may initiate such action at its expense; provided, however, that Corixa shall keep Introgen reasonably informed as to the defense and/or settlement of such action, as requested from time to time by Introgen, and provided that there is not then ongoing a litigation in any country with respect to the Licensed Technology. Introgen shall have the right to participate in any such action with counsel of its own choice at its own expense. Introgen agrees to cooperate with Corixa with respect to actions brought by Corixa under this Section 7.2(b) at Corixa’s request and expense. If Corixa undertakes such suit, then, after deducting the costs incurred by Corixa in connection with such Action, Introgen shall be entitled to receive [***] ([***]%) of any amounts received by Corixa in such action. (c) Upon Introgen’s reasonable request, Corixa agrees to use reasonable efforts, including, but not limited to, with respect to the exercise of rights under the Columbia Agreement (as defined in Section 10.1) to cause Columbia (as defined in Section 10.1) to cooperate in any suit, action or other proceeding under this Section 7.2, at Introgen’s expense. *** Certain information on this page has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions

Infringement. If during the term of this Agreement, either party becomes aware of a third party infringement or threatened infringement of any Licensed Patents, the following provisions shall apply: (a) Introgen shall have the right, but not the obligation, to bring suit (itself or through a designee) to enforce the Licensed Patents, and/or to defend any declaratory judgment action with respect thereto, in each case with respect to the manufacture, sale or use of a product within the Field; provided, however, that Introgen shall keep Corixa reasonably informed as to the defense and/or settlement of such action. Corixa shall have the right to participate in any such action with counsel of its own choice at its own expense. Without limiting the provisions of Section 7.3 below, Corixa agrees to cooperate with Introgen with respect to actions brought by Introgen under this Section 7.2(a) at Introgen’s 's request and expense. If Introgen decides to undertake such suit, then any amounts [*] received by Introgen in such Action with respect to infringement that occurred prior to the judgment awarding such amounts shall be included, after deducting the costs incurred by Introgen in connection with such Action, in Annual Net Sales hereunder[*]. (b) If Introgen elects not to so initiate an action to enforce the Licensed Patents against a commercially significant infringement by a Third Party within the Field, within one hundred eighty (180) days of a request by Corixa to do so, Corixa may initiate such action at its expense; provided, however, that Corixa shall keep Introgen reasonably informed as to the defense and/or settlement of such action, as requested from time to time by Introgen, and provided that there is not then ongoing a litigation in any country with respect to the Licensed Technology. Introgen shall have the right to participate in any such action with counsel of its own choice at its own expense. Introgen agrees to cooperate with Corixa with respect to actions brought by Corixa under this Section 7.2(b) at Corixa’s 's request and expense. If Corixa undertakes such suit, then, after deducting the costs incurred by Corixa in connection with such Action, Introgen shall be entitled to receive [***] ([***]%) of any amounts received by Corixa in such action. (c) Upon Introgen’s 's reasonable request, Corixa agrees to use reasonable efforts, including, but not limited to, with respect to the exercise of rights under the Columbia Agreement (as defined in Section 10.1) to cause Columbia (as defined in Section 10.1) to cooperate in any suit, action or other proceeding under this Section 7.2, at Introgen’s 's expense. *** Certain information on this page has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions.

Infringement. If during 7.1 LICENSEE shall inform UTC promptly in writing of any alleged infringement of the Intellectual Property Rights by a third party and of any available evidence thereof. 7.2 During the term of this Agreement, either UTC shall have the right, but shall not be obligated, to prosecute at its own expense any such infringements of the Intellectual Property Rights. If UTC prosecutes any such infringement, UTC agrees that LICENSEE may join UTC as a party becomes aware of a third party infringement or threatened infringement plaintiff in any such suit, without expense to UTC. The total cost of any Licensed Patentssuch infringement action commenced or defended solely by UTC shall be borne by UTC and UTC shall keep any recovery or damages for past infringement derived therefrom. Once an IND has been filed and/or sales commence, the following provisions shall apply: (a) Introgen Geron shall have the right, but not the obligation, to control litigation and recover costs and damages, though royalties will be paid to UTC on lost sales due to such infringements after first recovering the necessary and reasonable expenses associated with the litigation. If LICENSEE prosecutes any such infringement, LICENSEE agrees that UTC may join LICENSEE as a party plaintiff in any such suit, without expense to LICENSEE. 7.3 If UTC has the right to assume litigation responsibility, and within six (6) months after having been notified of any alleged infringement or such shorter time prescribed by law, if UTC 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 UTC shall notify LICENSEE at any time prior thereto of its intention not to bring suit (itself or through a designee) against any alleged infringer, then, and in those events only, LICENSEE shall have the right, but shall not be obligated, to enforce prosecute at its own expense any infringement of the Licensed PatentsIntellectual Property Rights, and/or to defend any declaratory judgment action with respect theretoand LICENSEE may, in each case with respect to for such purposes, use the manufacture, sale or use name of a product within the FieldUTC as party plaintiff; provided, however, that Introgen shall keep Corixa reasonably informed as to the defense and/or settlement of such action. Corixa shall have the right to participate 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 UTC, which consent shall not unreasonably be withheld. LICENSEE shall indemnify UTC against any such action with counsel of its own choice at its own expense. Without limiting the provisions of Section 7.3 belowexpenses, Corixa agrees to cooperate with Introgen with respect to actions brought including attorney's fees, incurred by Introgen under this Section 7.2(a) at Introgen’s request and expense. If Introgen decides to undertake such suit, then any amounts received by Introgen UTC in such Action with respect to infringement that occurred prior to the judgment awarding such amounts shall be included, after deducting the costs incurred proceedings commenced by Introgen in connection with such Action, in Annual Net Sales hereunder. (b) If Introgen elects not to so initiate an action to enforce the Licensed Patents against a commercially significant infringement by a Third Party within the Field, within one hundred eighty (180) days of a request by Corixa to do so, Corixa may initiate such action at its expense; provided, however, that Corixa shall keep Introgen reasonably informed as to the defense and/or settlement of such action, as requested from time to time by Introgen, and provided that there is not then ongoing a litigation in any country with respect to the Licensed TechnologyLICENSEE. Introgen shall have the right to participate in any such action with counsel of its own choice at its own expense. Introgen agrees to cooperate with Corixa with respect to actions brought by Corixa under this Section 7.2(b) at Corixa’s request and expense. If Corixa undertakes such suit, then, after deducting the costs incurred by Corixa in connection with such Action, Introgen shall be entitled to receive [***] ([***]%) of any amounts received by Corixa in such action. (c) Upon Introgen’s reasonable request, Corixa agrees to use reasonable efforts, including, but not limited to, with respect to the exercise of rights under the Columbia Agreement (as defined in Section 10.1) to cause Columbia (as defined in Section 10.1) to cooperate in any suit, action or other proceeding under this Section 7.2, at Introgen’s expense. *** Certain information on portions of this page Exhibit have been omitted for which confidential treatment has been omitted requested and filed separately with the Securities and Exchange Commission. Confidential treatment . 7.4 In the event that LICENSEE and UTC jointly shall undertake the enforcement and/or defense of the Intellectual Property Rights by litigation, then all costs and judgments shall be shared in a formula to be developed through mutual consent. 7.5 In the event that a declaratory judgment action alleging invalidity or noninfringement of any of the Intellectual Property Rights shall be brought against LICENSEE, UTC has been requested the opportunity, with respect LICENSEE consent, within thirty (30) days after commencement of such action, to intervene and take over the sole defense of the action at its own expense. 7.6 In any infringement suit as either party may institute to enforce the Intellectual Property Rights pursuant to this Agreement, the other party hereto shall, at the request and expense of the party initiating such suit, cooperate in all respects and, to the omitted portionsextent possible, have its employees testify when requested and make available relevant records, papers, information, samples, specimens, and the like.

Infringement. (i) If during the term of this Agreement, either party becomes aware Party shall learn of a third party infringement claim or threatened infringement of any Licensed Patents, the following provisions shall apply: (a) Introgen shall have the right, but not the obligation, to bring suit (itself or through a designee) to enforce the Licensed Patents, and/or to defend any declaratory judgment action with respect thereto, in each case with respect to assertion that the manufacture, use or sale of the Product in the Territory infringes or use otherwise violates the intellectual property rights of a product within any third party or that any third party violates the Field; provided, however, that Introgen shall keep Corixa reasonably informed as to intellectual property rights owned or Controlled by (i) Valeant in the defense and/or settlement of such action. Corixa shall have Product or the right to participate Product Trademarks or Valeant Trademarks in any such action with counsel of its own choice at its own expense. Without limiting the provisions of Section 7.3 below, Corixa agrees to cooperate with Introgen with respect to actions brought by Introgen under this Section 7.2(aTerritory or (ii) at Introgen’s request and expense. If Introgen decides to undertake such suitZogenix in the Zogenix Trademarks, then any amounts received by Introgen the Party becoming so informed shall promptly, but in such Action with respect to infringement that occurred prior to the judgment awarding such amounts shall be included, after deducting the costs incurred by Introgen in connection with such Action, in Annual Net Sales hereunder. (b) If Introgen elects not to so initiate an action to enforce the Licensed Patents against a commercially significant infringement by a Third Party all events within the Field, within one hundred eighty (180) days of a request by Corixa to do so, Corixa may initiate such action at its expense; provided, however, that Corixa shall keep Introgen reasonably informed as to the defense and/or settlement of such action, as requested from time to time by Introgen, and provided that there is not then ongoing a litigation in any country with respect to the Licensed Technology. Introgen shall have the right to participate in any such action with counsel of its own choice at its own expense. Introgen agrees to cooperate with Corixa with respect to actions brought by Corixa under this Section 7.2(b) at Corixa’s request and expense. If Corixa undertakes such suit, then, after deducting the costs incurred by Corixa in connection with such Action, Introgen shall be entitled to receive [***] ([***]%) days thereof, notify the other Party of any amounts received by Corixa in such action. (c) Upon Introgen’s reasonable requestthe claim or assertion. In the event Valeant receives a notice under Paragraph IV of the U.S. Federal Drug Price Competition and Patent Term Restoration Act of 1984, Corixa agrees to use reasonable effortsas amended, including, but not limited toalso known as the ▇▇▇▇▇-▇▇▇▇▇▇ Act, with respect to the exercise Product, Valeant shall provide Zogenix with written notice of such Paragraph IV notice within [***] ([***]) business days. (ii) In the event of any infringement of Valeant patent rights related to the Product or its manufacture, use or sale, or the Product Trademarks or Valeant Trademarks in the Territory, which infringement involves a product that could or does compete with the Product or could adversely affect the Parties’ interests in the Product under this Agreement, Valeant shall, in its sole discretion determine to take the Columbia Agreement appropriate legal action (as defined to any Party to redress a third party infringement, an “Enforcement Action”), if any. In the event such an Enforcement Action is initiated, Valeant shall use commercially reasonable efforts to prosecute such matter as it determines in Section 10.1) to cause Columbia (as defined in Section 10.1) to its entire discretion and shall keep Zogenix reasonably informed regarding any such Enforcement Action. At Valeant’s reasonable request, Zogenix shall cooperate in any suit, action or other proceeding under this Section 7.2, at Introgen’s expense. *** Certain information on this page has been omitted and filed separately fully with the Securities and Exchange Commission. Confidential treatment has been requested Valeant with respect to any such Enforcement Action, and Valeant shall reimburse Zogenix for its reasonable out-of-pocket costs and expenses incurred in providing such cooperation. Any recovery received as a result of any Enforcement Action shall be used first to reimburse the omitted portionsParties for their costs and expenses not previously reimbursed (including attorneys’ and professional fees) incurred in connection with such Enforcement Action. If such recovery is not sufficient to fully reimburse the Parties for such costs and expenses, then the recovery will be paid to the Parties pro rata, in proportion to such costs and expenses incurred by each Party. Of any remaining amounts, the amount (if any) which is required to be paid to any licensors of the applicable patent rights or Product Trademarks or Valeant Trademarks under the terms of the respective in-license agreement, if any, shall then be paid to such licensor, if any, and any amounts remaining thereafter allocable as compensation for lost sales or profits of the Product during the Term shall be shared between the Parties [***] percent ([***]%) to Zogenix and [***] percent ([***]%) to Valeant. (iii) In the event of an Enforcement Action by Zogenix with respect to any Zogenix Trademark, at Zogenix’ reasonable request, Valeant shall cooperate fully with Zogenix with respect to any such Enforcement Action, and Zogenix shall reimburse Valeant for its reasonable out-of-pocket expenses incurred in providing such cooperation. Any recovery achieved by Zogenix with respect to such Enforcement Action shall be solely for the account of Zogenix.

Infringement. If during the term of this Agreement, either party becomes aware of a third party infringement or threatened infringement of any Licensed Patents, the following provisions shall apply: (a) Introgen Mayne Pharma shall have the right, but not the obligation, to bring suit (itself or through a designee) first right to enforce any patent within PATENT RIGHTS against any infringement or alleged infringement thereof within LICENSED FIELD in the Licensed PatentsTERRITORY. Subject to Paragraph 4.5A, and/or to defend any declaratory judgment action with respect thereto, in each case with respect to the manufacture, sale or use of a product within the Field; provided, however, that Introgen shall keep Corixa reasonably informed as to the defense and/or settlement of such action. Corixa shall have the right to participate in any such action with counsel of its own choice at its own expense. Without limiting the provisions of Section 7.3 below, Corixa agrees to cooperate with Introgen with respect to actions brought by Introgen under this Section 7.2(a*** will pay all reasonable costs and expenses (including reasonable attorney fees for litigation and opinion) at Introgen’s request and expense. If Introgen decides to undertake such suit, then any amounts received by Introgen in such Action with respect to infringement that occurred prior to the judgment awarding such amounts shall be included, after deducting the costs incurred by Introgen *** in connection with such Actionenforcement (Enforcement Costs). Before Mayne Pharma commences an action with respect to any infringement of such patents, HPPI acknowledges and agrees that Mayne Pharma shall give careful consideration to the views of JHU and to potential effects on the public interest in Annual Net Sales hereundermaking its decision whether or not to ▇▇▇. HPPI acknowledges and agrees that no settlement, consent judgment or other voluntary final disposition of the suit 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. HPPI shall reasonably cooperate in any such litigation at *** expense, including in accordance with Paragraph 4.6. Should HPPI seek the first right to enforce any patent within PATENT RIGHTS against any infringement or alleged infringement thereof within LICENSED FIELD in the TERRITORY, then it shall notify Mayne Pharma who will seek the consent of JHU (which consent HPPI acknowledges may be withheld or granted subject to conditions by JHU acting in its discretion). (b) If Introgen HPPI elects not to so initiate an action to enforce the Licensed Patents against a commercially significant infringement by a Third Party within the Field, within one hundred eighty (180) days pay Enforcement Costs in respect of a request by Corixa to do soparticular infringement in the TERRITORY, Corixa may initiate such action at its expense; provided, however, then it shall so notify Mayne Pharma in writing within *** of receiving notice that Corixa shall keep Introgen reasonably informed as to the defense and/or settlement of such action, as requested from time to time by Introgenan infringement exists, and provided that there is not then ongoing a litigation Mayne Pharma may, in any country with respect to the Licensed Technology. Introgen shall have the right to participate in any such action with counsel of its own choice sole judgment and at its own expense. Introgen agrees , take steps to cooperate with Corixa with respect to actions brought by Corixa under this Section 7.2(b) at Corixa’s request enforce any patent and expense. If Corixa undertakes control, settle, and defend such suit, then, after deducting the costs incurred by Corixa suit in connection with such Action, Introgen shall be entitled to receive [***] ([***]%) of any amounts received by Corixa in such action. (c) Upon Introgen’s reasonable request, Corixa agrees to use reasonable efforts, including, but not limited to, with respect to the exercise of rights under the Columbia Agreement (as defined in Section 10.1) to cause Columbia (as defined in Section 10.1) to cooperate in any suit, action or other proceeding under this Section 7.2, at Introgen’s expense. *** Certain information on this page has been omitted and filed separately a manner consistent with the Securities terms and Exchange Commission. Confidential treatment has been requested with respect provisions hereof, and recover, for its own account, any damages, awards or settlements resulting therefrom, or may allow JHU to the omitted portionsdo so.

Infringement. 13.1 Palomar will protect the Palomar Patent Rights from infringement and prosecute infringers when, in its sole judgement, such action may be reasonably necessary, proper and justified. 13.2 If during the term of this Agreement, either party becomes aware Coherent shall have supplied Palomar with written evidence demonstrating to Palomar's reasonable satisfaction prima facie infringement of a claim of a Palomar Patent Right by a third party party, Coherent may by notice request Palomar to take steps to protect such Patent Right. Palomar shall notify Coherent within sixty (60) days of the receipt of such notice whether Palomar intends to prosecute the alleged infringement. If Palomar notifies Coherent that it intends to so prosecute, Palomar shall, within three (3) months of its notice to Coherent either (i) cause infringement to terminate or threatened infringement (ii) initiate legal proceedings against the infringer. In the event that Palomar notifies Coherent that Palomar does not intend to prosecute said infringement, Coherent may, upon notice to Palomar, initiate legal proceedings against the infringer at Coherent's expense and in Palomar'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 will be entered into without the consent of Palomar, which consent shall not be unreasonably withheld, and shall not be withheld unless Palomar assumes responsibility for future expenses in litigation. Coherent shall indemnify Palomar against any order for payment that may be made against Palomar as a result of any Licensed Patentssettlement, consent judgment or other voluntary final disposition of the suit entered into without Palomar's consent. 13.3 In the event that one party shall initiate or carry on legal proceedings to enforce any Patent Right against any alleged infringer, the following provisions other party shall apply: (a) Introgen fully cooperate with and supply all assistance reasonably requested by 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 right, but not the obligation, reasonable expenses (excluding legal fees) incurred by said other party in providing such assistance and cooperation as is requested pursuant to bring suit (itself this paragraph. The party initiating or through a designee) to enforce the Licensed Patents, and/or to defend any declaratory judgment action with respect thereto, in each case with respect to the manufacture, sale or use of a product within the Field; provided, however, that Introgen carrying on such legal proceedings shall keep Corixa reasonably the other party informed as to of the defense and/or settlement progress of such action. Corixa proceedings and said other party shall have the right be entitled to participate counsel in any such action with counsel of its own choice proceedings but at its own expense. Without limiting Any award paid by third parties as the provisions result of Section 7.3 belowsuch proceedings (whether by way of settlement or otherwise) shall first be applied to reimbursement of the unreimbursed legal fees and expenses incurred by either party, Corixa agrees including reimbursement to cooperate with Introgen with respect Palomar, and then the remainder shall be divided between the parties as follows: (i) If the amount is based on lost profits, Coherent shall receive an amount equal to actions brought the damages the court determines Coherent has suffered as a result of the infringement less the amount of any royalties and other payments that would have been due Palomar on sales of products lost by Introgen under Coherent as a result of the infringement had Coherent made such sales; and (ii) Palomar shall receive an amount equal to the royalties and other payments it would have received if such sales had been made by Coherent, or 13.3.2 As to awards other than those based on lost profits, sixty (60) percent to the party initiating such proceedings and forty (40) percent to the other party, provided that in the event that Palomar has paid for further litigation subsequent to Palomar's refusal to agree to a settlement, consent judgement or voluntary final disposition of a suit pursuant to paragraph 13.2, such awards shall be divided equally between the parties. 13.4 For the purposes of the proceedings referred to in this Section 7.2(a) at Introgen’s request 13, Palomar and expenseCoherent shall permit the use of their names and shall execute such documents and carry out such other acts as may be necessary. If Introgen decides to undertake The party initiating or carrying on such suit, then any amounts received by Introgen in such Action with respect to infringement that occurred prior to the judgment awarding such amounts shall be included, after deducting the costs incurred by Introgen in connection with such Action, in Annual Net Sales hereunder. (b) If Introgen elects not to so initiate an action to enforce the Licensed Patents against a commercially significant infringement by a Third Party within the Field, within one hundred eighty (180) days of a request by Corixa to do so, Corixa may initiate such action at its expense; provided, however, that Corixa legal proceedings shall keep Introgen reasonably the other party informed as to of the defense and/or settlement progress of such action, as requested from time to time by Introgen, proceedings and provided that there is not then ongoing a litigation in any country with respect to the Licensed Technology. Introgen shall have the right to participate in any such action with counsel of its own choice at its own expense. Introgen agrees to cooperate with Corixa with respect to actions brought by Corixa under this Section 7.2(b) at Corixa’s request and expense. If Corixa undertakes such suit, then, after deducting the costs incurred by Corixa in connection with such Action, Introgen said other party shall be entitled to receive [***] ([***]%) of counsel in such proceedings but at tits own expense, said expenses to be off-set against any amounts damages received by Corixa the party bringing suit in such action. (c) Upon Introgen’s reasonable request, Corixa agrees to use reasonable efforts, including, but not limited to, with respect to the exercise of rights under the Columbia Agreement (as defined in Section 10.1) to cause Columbia (as defined in Section 10.1) to cooperate in any suit, action or other proceeding under this Section 7.2, at Introgen’s expense. *** Certain information on this page has been omitted and filed separately accordance with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portionsforegoing paragraph 13.3

Infringement. If during A. In the term event that Licensee shall learn of the infringement of any patent or right licensed under this Agreement, either Licensee shall call CMCC's attention thereto in writing. Both parties to this Agreement agree to consult the other prior to notifying an infringing party, in a jurisdiction where Licensee then has exclusive rights under this Agreement, of the infringement of any of CMCC Patent Rights or such other intellectual property rights and shall not notify such infringing party becomes aware without first obtaining consent of the other party, which consent shall not be reasonably withheld. Both parties shall use their best efforts in cooperation with each other to terminate such infringement without litigation. CMCC shall have the first option to undertake the enforcement of the CMCC Patent Rights, provided, however, that Licensee may join with CMCC and its counsel in prosecuting such legal action, provided, however, that if the use of counsel chosen by CMCC would present such counsel with a conflict of interest that would disqualify such counsel from joint representation, then Licensee may obtain counsel of its choice at its sole expense. B. Licensee may request that CMCC take legal action against the infringement of the Patent Rights licensed under this Agreement. Such a request shall be made in writing and shall include reasonable evidence of such infringement and damages to Licensee. If CMCC does not commence a diligent legal challenge within sixty (60) business days after such request (or immediately in the event Licensee requests that CMCC seek provisional relief and reasonably demonstrates that such relief is required), and the infringing activity has not been abated within such time, or if at any time thereafter CMCC does not persist in such diligent legal challenge until the infringement has been abated, Licensee may, if the infringement occurred in a jurisdiction where Licensee had exclusive rights under this Agreement, may commence or assume control, as the case may be, over the prosecution of legal actions relating thereto. However, in the event Licensee elects to bring suit in accordance with this paragraph B, CMCC may thereafter join with Licensee and its counsel in prosecuting such legal action, provided, however that if the use of counsel chosen by CMCC would present such counsel with a conflict of interest that would disqualify such counsel from joint representation, then CMCC may obtain counsel of its choice at its sole expense. C. Recoveries or reimbursements from any such litigation or settlement within the scope of paragraph B in a jurisdiction in which Licensee had exclusive rights under this Agreement at the time of the infringement shall be first applied to reimburse Licensee and/ or CMCC for out-of-pocket litigation costs (with respect to Licensee, to the extent not theretofore credited against royalties in accordance with paragraph E) and then to CMCC for any royalties past due or withheld pursuant to paragraph E. Any remaining recoveries or reimbursements shall be divided between Licensee and CMCC at a rate of 20% to CMCC and 80% to Licensee. D. In the event that a claim or suit is asserted or brought against Licensee alleging that the manufacture or sale of any Licensed Product by Licensee or its sublicensees, or the use of such Licensed Product by any customer of any of the foregoing, infringes proprietary rights of a third party party, Licensee shall give written notice thereof to CMCC. Licensee may, in its sole discretion, modify such Licensed Product to avoid such infringement or threatened infringement of any Licensed Patentsand/or may settle on terms that it deems advisable in its sole discretion, the following provisions shall apply: (a) Introgen subject to paragraph F. Otherwise, Licensee shall have the right, but not the obligation, to bring suit (itself defend any such claim or through a designee) to enforce suit. In the Licensed Patents, and/or event Licensee elects not to defend such suit, CMCC shall have the right, but not the obligation to do so at its own sole expense. E. Licensee may credit up to fifty (50) percent of any declaratory litigation costs incurred by Licensee in any country pursuant to paragraph C or D and up to 50% of all amounts paid in judgment action with respect theretoor settlement of litigation within the scope of paragraph D against royalties thereafter payable to CMCC hereunder for such country and apply the same toward one-half of its actual, reasonable out-of- pocket litigation costs. If one-half of such litigation costs in such country exceed 50 % of royalties payable to CMCC in any year in which such costs are incurred than the amount of such costs, expenses and amounts paid in judgment or settlement, in each case with respect excess of such 50% of the royalties payable shall be carried over and credited against royalty payments in future years for such country (subject to the same annual limits). The credit relating to paragraph D shall apply only to the extent that litigation costs are incurred in defense or settlement of a claim that the practice of the Patent Rights involved in the manufacture, use or sale or use of Licensed Products infringes the patent rights of a product within the Field; provided, however, third party. F. Licensee shall not settle or compromise any suit in a manner that Introgen shall keep Corixa reasonably informed as imposes any obligations or restrictions on CMCC or grants any rights to the defense and/or settlement of such actionCMCC Patent Rights without CMCC's written permission, which permission shall not be unreasonably withheld. Corixa CMCC shall have the right to participate in not settle or compromise any such action with counsel of its own choice at its own expense. Without limiting the provisions of Section 7.3 belowsuit in a manner that imposes any obligations or restrictions on Licensee without Licensee's written permission, Corixa agrees to cooperate with Introgen with respect to actions brought by Introgen under this Section 7.2(a) at Introgen’s request and expense. If Introgen decides to undertake such suit, then any amounts received by Introgen in such Action with respect to infringement that occurred prior to the judgment awarding such amounts which permission shall not be included, after deducting the costs incurred by Introgen in connection with such Action, in Annual Net Sales hereunderreasonably withheld. (b) If Introgen elects not to so initiate an G. In any action to enforce any of the Licensed Patents against a commercially significant infringement CMCC Patent Rights, either party, at the request and expense of the other party, shall cooperate to the fullest extent reasonably possible. This provision shall not be construed to require either party to undertake any activities, including legal discovery, at the request of any third party except as may be required by a Third Party within the Field, within one hundred eighty (180) days lawful process of a request by Corixa to do socourt of competent jurisdiction. H. Notwithstanding the foregoing, Corixa may initiate such if a third party commences a legal action at its expense; provided, however, that Corixa shall keep Introgen reasonably informed as to the defense and/or settlement of such action, as requested from time to time by Introgen, and provided that there is not then ongoing a litigation in any country with respect in which Licensee has exclusive rights under this Agreement alleging that the practice of the Patent Rights infringes a third- party's patent rights, Licensee may withhold, pending final resolution of the litigation, 50% of the royalties thereafter payable to CMCC from sales made in that country. In the Licensed Technology. Introgen shall have the right to participate in event that Licensee recovers damages from any such action litigation, it shall pay to CMCC the 50% previously withheld together with counsel interest at an annual rate of its own choice at its own expense. Introgen agrees to cooperate with Corixa with respect to actions brought by Corixa under this Section 7.2(b) at Corixa’s request and expense. If Corixa undertakes such suit, then, after deducting the costs incurred by Corixa in connection with such Action, Introgen shall be entitled to receive [***] ([***]10%) of any amounts received by Corixa in such action. (c) Upon Introgen’s reasonable request, Corixa agrees to use reasonable efforts, including, but not limited to, with respect to the exercise of rights under the Columbia Agreement (as defined in Section 10.1) to cause Columbia (as defined in Section 10.1) to cooperate in any suit, action or other proceeding under this Section 7.2, at Introgen’s expense. *** Certain information on this page has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions

Infringement. If at any time during the term of this Agreement, Agreement either party becomes Licensee or Biocoat (a “party”) shall become aware of a any third party infringement or threatened infringement in the Field of any Patent claim or claims embracing a Licensed Patents, Product sold by Licensee the following provisions shall apply: (a) Introgen 9.1 The party having such knowledge shall have the right, but not the obligation, to bring suit (itself or through a designee) to enforce the Licensed Patents, and/or to defend any declaratory judgment action with respect thereto, in each case with respect forthwith give notice to the manufacture, sale or use of a product within other party. If there is disagreement between the Field; provided, however, that Introgen shall keep Corixa reasonably informed parties as to whether the defense and/or settlement act complained of is in fact an infringement of any Patent claim or claims, the parties shall refer such issue to a mutually acceptable independent patent counsel. The opinion of such actioncounsel shall be final and binding on the parties and costs incurred in that regard shall be shared [*] percent ([*]%) by Licensee and [*] percent ([*]%) by Biocoat. 9.2 If within ninety (90) days following receipt of notice from Licensee to Biocoat of any such infringement or ninety (90) days after receipt of the opinion of independent patent CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY [*], HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 406 OF THE SECURITIES ACT OF 1933, AS AMENDED. Corixa counsel concluding existence of such infringement, Biocoat fails to halt such infringement or to initiate litigation to do so, Licensee shall have the right to participate initiate such litigation in its own name or in the name of Biocoat as it deems necessary or appropriate. Biocoat shall cooperate with Licensee as is reasonably necessary in any such action with counsel of litigation brought by Licensee in its own choice at its own expensename or in Biocoat’s name. Without limiting the provisions of Section 7.3 belowIn addition, Corixa agrees to cooperate with Introgen with respect to actions brought by Introgen under this Section 7.2(a) at Introgen’s request and expense. If Introgen decides to undertake such suit, then any amounts received by Introgen in such Action with respect to infringement that occurred prior to the judgment awarding such amounts shall be included, after deducting the costs incurred by Introgen in connection with such Action, in Annual Net Sales hereunder. (b) If Introgen elects not to so initiate an action to enforce the Licensed Patents against a commercially significant infringement by a Third Party within the Field, within one hundred eighty (180) days of a request by Corixa to do so, Corixa may initiate such action at its expense; provided, however, that Corixa shall keep Introgen reasonably informed as to the defense and/or settlement of such action, as requested from time to time by Introgen, and provided that there is not then ongoing a litigation in any country with respect to the Licensed Technology. Introgen Biocoat shall have the right to participate determine what proportion, if any, of the expenses of such litigation it will bear by providing written notice thereof to Licensee within thirty (30) days of the date of receipt by Biocoat of notice that Licensee has initiated litigation. (It is understood by the parties that the proportion of expenses borne by Biocoat shall determine Biocoat’s share of monetary recovery as provided in Section 9.3 below.) 9.3 In the event any such action with counsel of its own choice at its own expense. Introgen agrees to cooperate with Corixa with respect to actions brought by Corixa under this Section 7.2(b) at Corixa’s request and expense. If Corixa undertakes such suit, then, after deducting the costs incurred by Corixa monetary recovery in connection with such Actionlitigation is obtained (regardless of whether Licensee or Biocoat brought such litigation), Introgen such monetary recovery shall be entitled to receive [***] ([***]%) of any amounts received by Corixa applied in such action. (c) Upon Introgen’s reasonable requestthe following priority: first, Corixa agrees to use reasonable efforts, including, but not limited to, with respect to the exercise reimbursement of rights under Biocoat and Licensee for their out-of-pocket expenses (including reasonable attorneys fees) in connection with such litigation; second, the Columbia Agreement (balance to be shared by Biocoat and Licensee in proportion to the amounts spent by the parties in conducting the litigation as defined provided in Section 10.1) to cause Columbia (as defined 9.2 above. If the monetary recovery is less than the out-of-pocket expenses of Biocoat and Licensee, reimbursement of these expenses shall be in Section 10.1) to cooperate in any suit, action or other proceeding under this Section 7.2, at Introgen’s expense. *** Certain information on this page has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect proportion to the omitted portionsamounts spent by the parties in conducting the litigation as provided herein.

Infringement. If (a) Each Party shall promptly notify in writing the other Party during the term of this Agreement, either party becomes aware Agreement of any: (1) known infringement or suspected infringement of any of the Patent Rights; or (2) unauthorized use or misappropriation of the Licensed Technology by a third party of which it becomes aware, and shall provide the other Party with all available evidence supporting said infringement, suspected infringement or threatened infringement unauthorized use or misappropriation. Within ninety (90) days after InnoZen becomes, or is made aware of any of the foregoing, InnoZen shall decide whether or not to initiate an infringement or other appropriate action and shall notify SMI of its decision in writing. The failure of InnoZen to inform SMI of InnoZen’s decision within such ninety (90) day period shall be deemed a decision not to initiate an infringement or other appropriate action. Notwithstanding anything else herein to the contrary, InnoZen agrees to and does hereby commit to defend, indemnify and hold SMI harmless against and from any third party actions claiming or challenging SMI’s right to Manufacture Products for the Field to the extent that such claim alleges that the Licensed Patents, the following provisions shall apply:Technology infringes intellectual property rights owned by a third party. (ab) Introgen In the event that InnoZen notifies SMI of its intent to initiate an infringement or other appropriate action within the ninety (90) day period provided in Section 6.2(a), provided such infringement is continuing, InnoZen shall initiate such an infringement or other appropriate action within thirty (30) days of the end of such 90-day period. InnoZen shall be entitled to join SMI as a party to such suit, but SMI 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 SMI chooses to participate, SMI shall have the right to be represented by its own counsel at its own expense. InnoZen shall not settle any such suit involving rights of SMI nor make an admission of liability on behalf of SMI without obtaining the prior written consent of SMI, which consent shall not be unreasonably withheld. In the event InnoZen initiates proceedings pursuant to this Section 6.2(b), InnoZen shall be entitled to 100% of any and all amounts recovered in such suit, whether through judgment, settlement or otherwise, including without limitation, any punitive damages that may be awarded, up to the amount of InnoZen’s costs of suit, and InnoZen and SMI shall each be entitled to 50% of 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 InnoZen’s costs of suit. (c) In the event that InnoZen 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 6.2(a), or does not initiate such an infringement or other appropriate action within 30 days of such 90-day period as provided in Section 6.2(b), SMI shall have the right, at its expense, to initiate an infringement or other appropriate action, and shall be entitled to join InnoZen as a party to such suit, but not InnoZen shall be under no obligation to participate except to the obligationextent 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 InnoZen is engaged at the end of said 90-day period in negotiations for the settlement of the said patent infringement which has been the subject of notice from SMI to InnoZen and has advised SMI in writing of such negotiations, then the above mentioned right and option of SMI to bring suit (itself or through a designee) shall be exercised only with the written consent of InnoZen which will not be unreasonably withheld. If InnoZen chooses to enforce the Licensed Patentsparticipate in any suit initiated by SMI, and/or to defend any declaratory judgment action with respect thereto, in each case with respect to the manufacture, sale or use of a product within the Field; provided, however, that Introgen shall keep Corixa reasonably informed as to the defense and/or settlement of such action. Corixa InnoZen shall have the right to participate be represented in any such action with counsel of suit by its own choice counsel at its own expense. Without limiting SMI shall not settle any such suit involving rights of InnoZen nor make an admission of liability on behalf of InnoZen without obtaining the provisions prior written consent of Section 7.3 belowInnoZen, Corixa agrees which consent shall not be unreasonably withheld. In the event SMI initiates proceedings pursuant to cooperate with Introgen with respect to actions brought by Introgen under this Section 7.2(a) at Introgen’s request and expense. If Introgen decides to undertake such suit6.2(c), then any amounts received by Introgen in such Action with respect to infringement that occurred prior to the judgment awarding such amounts shall be included, after deducting the costs incurred by Introgen in connection with such Action, in Annual Net Sales hereunder. (b) If Introgen elects not to so initiate an action to enforce the Licensed Patents against a commercially significant infringement by a Third Party within the Field, within one hundred eighty (180) days of a request by Corixa to do so, Corixa may initiate such action at its expense; provided, however, that Corixa shall keep Introgen reasonably informed as to the defense and/or settlement of such action, as requested from time to time by Introgen, and provided that there is not then ongoing a litigation in any country with respect to the Licensed Technology. Introgen shall have the right to participate in any such action with counsel of its own choice at its own expense. Introgen agrees to cooperate with Corixa with respect to actions brought by Corixa under this Section 7.2(b) at Corixa’s request and expense. If Corixa undertakes such suit, then, after deducting the costs incurred by Corixa in connection with such Action, Introgen SMI shall be entitled to receive [***] ([***]%) 100% of any and all amounts received by Corixa recovered in such actionsuit, whether through judgment, settlement or otherwise, including without limitation, any punitive damages that may be awarded, up to the amount of SMI’s costs of suit, and InnoZen and SMI shall each be entitled to 50% of 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 SMI’s costs of suit. (cd) Upon Introgen’s reasonable requestNothing 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, Corixa as evidenced by written notice, such party shall and agrees to use reasonable effortshold the other party harmless from any all liabilities arising thereunder, including, but not limited to, with respect to attorney’s fees, court costs, and damages arising out of counterclaims, cross-claims and the exercise of rights under the Columbia Agreement (as defined in Section 10.1) to cause Columbia (as defined in Section 10.1) to cooperate in any suit, action or other proceeding under this Section 7.2, at Introgen’s expense. *** Certain information on this page has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portionslike.

Infringement. If during [12] Each Party shall promptly notify the term other Party of this Agreement, either party becomes aware of a third party infringement or threatened any infringement of any the Licensed PatentsMarks. If a Party files an infringement suit, the following provisions non-filing Party shall, at the filing Party’s request, join the filing Party in such action to redress and/or prevent such infringement and to provide reasonable cooperation in connection therewith. In such an action, the Party filing the suit shall apply: control the proceedings and the Parties shall allocate fees, expenses, and recovery as follows: i. if the alleged infringement occurs in the Company Territory, Company shall be responsible for the fees and expenses and enjoy the recovery, if any; ii. if the alleged infringement occurs in the Licensee Territory, Licensee shall be responsible for the fees and expenses and enjoy the recovery, if any; or iii. if the alleged infringement occurs in both the Licensee Territory and the Company Territory, the Parties shall share the reasonable fees and expenses, [12] INFRINGEMENT Both licensee and licensor have an interest in finding and enforcing against unauthorized trademark use. The licensee does not want the unauthorized products to divert from its sales. The licensor needs to worry about product quality and brand reputation (a) Introgen shall have and the right, but allegation of abandonment by naked licensing). Licensors will not want to give the obligation, licensee the option to bring suit (itself or through a designee) to enforce the Licensed Patents, and/or to defend any declaratory judgment action with respect thereto, in each case with respect to the manufacture, sale or use of a product within trademarks on its own as the Field; provided, however, that Introgen shall keep Corixa reasonably informed as licensor likely desires to make all legal decisions relating to the defense and/or settlement of such actiontrademarks. Corixa shall Thus, parties tend to fight over these provisions a lot, even though they may be seldom invoked, because they can have the right to participate large financial implications. Consequently, specifying in any such action with counsel of its own choice at its own expense. Without limiting the provisions of Section 7.3 below, Corixa agrees to cooperate with Introgen with respect to actions brought by Introgen under this Section 7.2(a) at Introgen’s request and expense. If Introgen decides to undertake such suit, then any amounts received by Introgen in such Action with respect to infringement that occurred prior to the judgment awarding such amounts shall be included, after deducting the costs incurred by Introgen in connection with such Action, in Annual Net Sales hereunder. (b) If Introgen elects not to so initiate an action detail how each party should proceed if desiring to enforce against alleged infringement is a good idea. Generally speaking, non-exclusive licensees do not have standing to bring an infringement and recovery, if any, on a pro rata basis. action on behalf of the Licensed Patents licensor against a commercially significant infringement by a Third Party within the Field, within one hundred eighty (180) days of a request by Corixa to do so, Corixa may initiate such action at its expense; provided, however, that Corixa shall keep Introgen reasonably informed as to the defense and/or settlement of such action, as requested from time to time by Introgen, and provided that there is not then ongoing a litigation in any country with respect to the Licensed Technology. Introgen shall have the right to participate in any such action with counsel of its own choice at its own expense. Introgen agrees to cooperate with Corixa with respect to actions brought by Corixa under this Section 7.2(b) at Corixa’s request and expense. If Corixa undertakes such suit, then, after deducting the costs incurred by Corixa in connection with such Action, Introgen shall be entitled to receive [***] ([***]%) of any amounts received by Corixa in such actionthird party. (c) Upon Introgen’s reasonable request, Corixa agrees to use reasonable efforts, including, but not limited to, with respect to the exercise of rights under the Columbia Agreement (as defined in Section 10.1) to cause Columbia (as defined in Section 10.1) to cooperate in any suit, action or other proceeding under this Section 7.2, at Introgen’s expense. *** Certain information on this page has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions

Infringement. If during 7.1 Except as set forth in Sections 8.5.3, 8.6.3 and 8.7.3, in the term event that any of this Agreement, either party becomes aware of the Licensed Patent Rights are infringed or believed to be infringed by a third party, Novo Nordisk may, at its option, elect to prosecute such infringement claims. If Novo Nordisk elects to commence such an action, Novo Nordisk shall have control of such action and shall have the right to settle or compromise the same, and Progenitor agrees that it shall fully cooperate in every reasonable way with the prosecution of such action. If Novo Nordisk elects to commence such an action, Progenitor hereby grants Novo Nordisk the right to do so in Progenitor's name, and, if Progenitor is a legally indispensable party infringement to such action, Novo Nordisk may cause it to be joined as a party in such action at Novo Nordisk's expense. Novo Nordisk shall notify Progenitor of any action filed by Novo Nordisk pursuant to this Section and shall keep Progenitor generally informed as to the progress of such action. 7.2 Recoveries or threatened reimbursements from any such action shall first be applied to reimburse Novo Nordisk for its expenses, costs and fees in connection with the action. Any remaining recoveries or reimbursements, to the extent they constitute the equivalent of, or damages or payments in lieu of, reasonable royalties on the infringer's sales (but not in excess of the amount that would be payable pursuant to Section 4.4), shall be shared with Progenitor in accordance with Section 4.4, and otherwise shall be retained by Novo Nordisk as its own property. J:\DOCS\BTPM_NY_\46\0035332.02 10/3/95 -19- 7.3 In the event that Novo Nordisk decides not to commence or continue prosecution of an infringement of any the Licensed PatentsPatent Rights pursuant to the above paragraphs, the following provisions Novo Nordisk will promptly give written notice of such decision to Progenitor. Progenitor shall apply: (a) Introgen shall thereafter have the right, but not the obligation, to bring suit (itself commence or through a designee) to enforce the Licensed Patents, and/or to defend any declaratory judgment action with respect thereto, in each case with respect to the manufacture, sale or use of a product within the Field; provided, however, that Introgen shall keep Corixa reasonably informed as to the defense and/or settlement of such action. Corixa shall have the right to participate in any continue such action with counsel of its own choice at its own expense, controlling such action and retaining all recoveries therefrom. Without limiting If Progenitor elects to bring an action to prosecute the provisions infringement of Section 7.3 belowany Licensed Patent Rights under this Section, Corixa Progenitor shall have sole control of such action and may settle or compromise such action in its sole discretion, provided that no such settlement or compromise conflicts with any provision of this Agreement. If Progenitor elects to commence such an action, Novo Nordisk hereby grants Progenitor the right to do so in Novo Nordisk's name, and, if Novo Nordisk is a legally indispensable party to such action, Progenitor may cause it to be joined as a party in such action at Progenitor's expense, and Novo Nordisk agrees to cooperate fully in every reasonable way with Introgen with respect to actions brought by Introgen under this Section 7.2(a) at Introgen’s request and expense. If Introgen decides to undertake such suit, then any amounts received by Introgen in such Action with respect to infringement that occurred prior to the judgment awarding such amounts shall be included, after deducting the costs incurred by Introgen in connection with such Action, in Annual Net Sales hereunder. (b) If Introgen elects not to so initiate an action to enforce the Licensed Patents against a commercially significant infringement by a Third Party within the Field, within one hundred eighty (180) days of a request by Corixa to do so, Corixa may initiate such action at its expense; provided, however, that Corixa shall keep Introgen reasonably informed as to the defense and/or settlement prosecution of such action, as requested from time to time by Introgen, and provided that there is not then ongoing a litigation in any country with respect to the Licensed Technology. Introgen shall have the right to participate in any such action with counsel of its own choice at its own expense. Introgen agrees to cooperate with Corixa with respect to actions brought by Corixa under this Section 7.2(b) at Corixa’s request and expense. If Corixa undertakes such suit, then, after deducting the costs incurred by Corixa in connection with such Action, Introgen shall be entitled to receive [***] ([***]%) of any amounts received by Corixa in such action. (c) Upon Introgen’s reasonable request, Corixa agrees to use reasonable efforts, including, but not limited to, with respect to the exercise of rights under the Columbia Agreement (as defined in Section 10.1) to cause Columbia (as defined in Section 10.1) to cooperate in any suit, action or other proceeding under this Section 7.2, at Introgen’s expense. *** Certain information on this page has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions

Infringement. If during 6.1 In the term of this Agreement, either party becomes aware event of a third party infringement or threatened infringement of any Licensed the DSI Patents, the following provisions shall apply: (a) Introgen shall have Parties will act collectively to adopt a common position to put an end to the rightsaid infringement. In the event that the Co-owners decide not to take legal action, the Co-owners will authorise EDS, provided that the Licence is still exclusive, to commence any legal action for the enforcement of the intellectual property rights attached to the DSI Patents at EDS's own risk and expense, but not to EDS's sole advantage. In consideration of what has been stated previously, the obligationParties will register this Agreement with the Institut National de la Propriété Intellectuelle (National Institute of Intellectual Property) and with the national registers of the country where the first action is taken. It is understood that, irrespective of the result of the legal action undertaken by EDS, in accordance with article 6.1 of this agreement, EDS is forbidden to prejudice the Licence and especially the obligations stated in article 4. 6.2 In the event that EDS is threatened with an infringement action in the performance of this Agreement, EDS will immediately advise the Co-owners and the Parties will act collectively to establish the line of conduct to be adopted. In addition, if the infringement action is effectively exercised against EDS, in relation to the method covered by the DSI Patents, the Co-owners will support EDS with technical and legal assistance, as far as they are able, to bring suit (itself or through provide a designee) to enforce defence. In the Licensed Patents, and/or to defend any declaratory judgment action with respect thereto, in each case with respect to the manufacture, sale or use event of a product within judgement against EDS, EDS may not claim any indemnity from the Field; providedCo-owners. The Co-owners will, however, that Introgen shall keep Corixa reasonably informed as during the three years following the date of signature of this Agreement, allow EDS to deduct from the royalties due under this Agreement, a sum of money corresponding to the defense and/or settlement expenses spent by EDS for its defence, limited to half of the royalties due under the current Agreement. It is specified that, irrespective of the eventual consequences of such actionan adverse judgement on the Patents, the financial terms of the Licence and in particular, the obligations to pay the royalties specified in article 4, will not be prejudiced. Corixa shall have the right to participate in any such action with counsel of its own choice at its own expense. Without limiting the provisions of Section 7.3 belowIn addition, Corixa agrees to cooperate with Introgen with respect to actions brought by Introgen under this Section 7.2(a) at Introgen’s request and expense. If Introgen decides to undertake such suitif it were established that a third party had filed a valid patent, then any amounts received by Introgen in such Action with respect to infringement that occurred prior to the judgment awarding such amounts shall DSI Patents in a given territory, and this fact were to oblige EDS to sign a patent licence with the third party in order to continue to market the products concerned in that territory; in that event, the products EDS sells in that territory would no longer be included, after deducting included in the costs incurred by Introgen in connection with such Action, in Annual Net Sales hereunder. (b) If Introgen elects not to so initiate an action to enforce the Licensed Patents against a commercially significant infringement by a Third Party within the Field, within one hundred eighty (180) days basis of a request by Corixa to do so, Corixa may initiate such action at its expense; provided, however, that Corixa shall keep Introgen reasonably informed as calculation for royalties due to the defense and/or settlement of such action, as requested from time to time by Introgen, and provided that there is not then ongoing a litigation in any country with respect to the Licensed Technology. Introgen shall have the right to participate in any such action with counsel of its own choice at its own expense. Introgen agrees to cooperate with Corixa with respect to actions brought by Corixa under this Section 7.2(b) at Corixa’s request and expense. If Corixa undertakes such suit, then, after deducting the costs incurred by Corixa in connection with such Action, Introgen shall be entitled to receive [***] ([***]%) of any amounts received by Corixa in such actionCo-owners. (c) Upon Introgen’s reasonable request, Corixa agrees to use reasonable efforts, including, but not limited to, with respect to the exercise of rights under the Columbia Agreement (as defined in Section 10.1) to cause Columbia (as defined in Section 10.1) to cooperate in any suit, action or other proceeding under this Section 7.2, at Introgen’s expense. *** Certain information on this page has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions

Infringement. A. If during any unmodified part of the term of this Agreement, either party becomes aware Licensed Products provided to Licensee by Licensor is alleged or held to infringe a proprietary right of a third party infringement party, Licensor shall, at its own expense, and in its sole discretion, either: (1) procure for Licensee and the end-users or threatened infringement customers of Licensee the right to continue to use the allegedly infringing Licensed Products; or (2) replace or modify the Licensed Products to make them non-infringing. B. Licensor shall defend, at its own expense (or in Licensor's discretion, settle), indemnify and hold the Licensee harmless from and against any loss, injury, demand, cost, expense or claim (including reasonable attorneys' fees) arising out of any allegation that the Licensed PatentsProducts infringe any patents, copyrights, trade secrets or other proprietary rights of any third party ("Claim of Infringement"), provided that the following provisions Licensee timely notifies Licensor in writing of any such claim, provided that failure to timely notify Licensor shall apply:not constitute a defense unless Licensor is harmed as a result. (ai) Introgen shall have In furtherance of the rightforegoing, but not the obligation, to bring suit (itself or through a designee) to enforce the Licensed Patents, and/or Licensor agrees to defend any declaratory claims or suits brought against the Licensee, and will indemnify and hold harmless such Licensee against any award of damages and costs made against Licensee by settlement or a final judgment action of a court of competent jurisdiction in any suit at law or in equity insofar as, and only to the extent that, the same is based on a claim by any Person (other than USO, BN or any of their respective Affiliates) that the Licensed Products owned and delivered by Licensor or any direct or indirect subsidiary under this Agreement infringe any patent issued by any country within the Territory (a "Patent Infringement Claim"). The Licensee shall give Licensor prompt written notice of any Patent Infringement Claim against Licensee. Licensor shall give Licensee prompt written notice of any Patent Infringement Claims against Licensor. (ii) Licensor shall have control over the defense of any Patent Infringement Claim, including appeals, negotiations and the right to effect a settlement or compromise thereof, provided that (i) Licensor may not partially settle any Patent Infringement Claim without the written consent of Licensee, unless such settlement releases Licensee fully from such claim, (ii) Licensor shall promptly provide Licensee with respect theretocopies of all pleadings or similar document relating to any Patent Infringement Claim, in each case (iii) Licensor shall consult with the Licensee with respect to the manufacture, sale or use of a product within the Field; provided, however, that Introgen shall keep Corixa reasonably informed as to the defense and/or and settlement of such action. Corixa shall have the right to participate any Patent Infringement Claim, and (iv) in any such action with litigation to which Licensee is a party, Licensee shall be entitled to be separately represented at its own expense by counsel of its own choice selection. (iii) Should any Licensed Products become or, in Licensor's opinion, be likely to become, the subject of any Patent Infringement Claim, Licensor shall, at its own sole option and expense. Without limiting , and for purposes of eliminating or mitigating any indemnification obligations hereunder (a) procure the right for the Licensee to continue using the Licensed Products or (b) replace or modify such Licensed Products so that they become non-infringing (provided that the provisions of Section 7.3 below, Corixa agrees this paragraph D shall apply to cooperate with Introgen with respect to actions brought by Introgen under this Section 7.2(a) at Introgen’s request and expense. If Introgen decides to undertake any such suit, then any amounts received by Introgen in such Action with respect to infringement that occurred prior to the judgment awarding such amounts shall be included, after deducting the costs incurred by Introgen in connection with such Action, in Annual Net Sales hereundermodified Licensed Products). (biv) If Introgen elects Licensor shall have no liability for any Patent Infringement Claim or any other claim of intellectual property infringement or trade secret misappropriation to the extent (A) such infringement is based upon adherence to specifications, designs or instructions furnished by Licensee, (B) such claim is based upon the combination, operation or use of any Licensed Products with products or content owned by any Person other than Licensor, (C) such claim is based upon the combination by the Licensee of any Licensed Products or modification of any products or content supplied by any Person other than Licensor, (D) such claim is based upon an authorized Licensee's use of a Licensed Product in a manner which is inconsistent with the terms of this Agreement and if such infringement would not to so initiate an action to enforce have occurred except for such use or (E) such claim is based upon use of a version of the Licensed Patents against a commercially significant infringement by a Third Party within Products other than the Field, within one hundred eighty (180) days latest version of a request by Corixa to do so, Corixa may initiate such action at its expense; provided, however, that Corixa shall keep Introgen reasonably informed as to the defense and/or settlement of such action, as requested from time to time by Introgen, and provided that there is not then ongoing a litigation in any country with respect to the Licensed Technology. Introgen shall Products, if such claim could have been avoided by use of the right to participate in any latest version and such action with counsel of its own choice at its own expense. Introgen agrees to cooperate with Corixa with respect to actions brought by Corixa under this Section 7.2(b) at Corixa’s request and expense. If Corixa undertakes such suit, then, after deducting the costs incurred by Corixa in connection with such Action, Introgen shall be entitled to receive [***] ([***]%) of any amounts received by Corixa in such action. (c) Upon Introgen’s reasonable request, Corixa agrees to use reasonable efforts, including, but not limited to, with respect to the exercise of rights under the Columbia Agreement (as defined in Section 10.1) to cause Columbia (as defined in Section 10.1) to cooperate in any suit, action or other proceeding under this Section 7.2, at Introgen’s expense. *** Certain information on this page latest version has been omitted and filed separately made reasonably available to Licensee in accordance with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portionsterms of this Agreement.

Infringement. 8.1 Each party shall inform the other promptly in writing of any alleged infringement of the Patent Rights by a third party and provide any available evidence thereof. During the term of this Agreement, if: (a) Licensee is the only licensee under the Patent Rights; (b) all licensees elect to join with Licensee; or (c) the alleged infringement is limited to the Field, Licensee shall have the first right, but shall not be obligated, to prosecute at its own expense all infringements of the Patent Rights in its Field, provided that such Patent Rights are not also licensed to another party outside the Field who has not agreed to join with Licensee, in each case, without expense to Northwestern. Northwestern shall be included as a party plaintiff in such action upon request of Northwestern, and at the expense of Northwestern. If Northwestern does not request to join the action but rather is compelled to join as a necessary party, Northwestern will remain in the suit without expense to Northwestern. The total cost of any such infringement action commenced or defended solely by Licensee, Licensee and other licensees, or where Northwestern is joined involuntarily as a necessary party, shall be borne by Licensee. Licensee shall keep any recovery or damages derived therefrom; after reimbursing Northwestern’s reasonable out-of-pocket legal costs and expenses incurred in the action, including attorneys’ fees for activities that are not substantially duplicative of those of Licensee’s counsel, on a pro-rata basis with Licensee’s reasonable out-of-pocket legal costs and expenses, including attorneys’ fees, incurred in the action. 8.2 If within six (6) months after having been notified of any alleged infringement, Licensee has been unsuccessful in persuading the alleged infringer to desist or has not otherwise brought and diligently is pursuing an infringement action, or if Licensee notifies Northwestern at any time prior thereto of its intention not to bring suit against any alleged infringer, then, Northwestern shall have the right, but shall not be obligated, to prosecute at its own expense any infringement of the Patent Rights or defense of a declaratory judgment claim or counterclaim and may include Licensee as a party plaintiff in such action. The total cost of any infringement or declaratory judgment action commenced or defended solely by Northwestern, or where Licensee is joined involuntarily as a necessary party, shall be borne by Northwestern. Northwestern shall THE COMPANY HAS REQUESTED AN ORDER FROM THE SECURITIES AND EXCHANGE COMMISSION (THE “COMMISSION”) PURSUANT TO RULE 406 UNDER THE SECURITIES ACT OF 1933, AS AMENDED, GRANTING CONFIDENTIAL TREATMENT TO SELECTED PORTIONS. ACCORDINGLY, THE CONFIDENTIAL PORTIONS HAVE BEEN OMITTED FROM THIS EXHIBIT, AND HAVE BEEN FILED SEPARATELY WITH THE COMMISSION. OMITTED PORTIONS ARE INDICATED IN THIS EXHIBIT WITH “*****”. keep any recovery or damages derived therefrom, after reimbursing Licensee’s reasonable out-of-pocket legal costs and expenses incurred in the action, including attorneys’ fees for activities that are not substantially duplicative of those of Northwestern’s counsel, on a pro-rata basis with Northwestern’s reasonable out-of-pocket legal costs and expenses, including attorneys’ fees, incurred in the action. 8.3 In any infringement suit that either party may institute to enforce the Patent Rights pursuant to this Agreement, the other party hereto shall, at the request of the party initiating such suit, cooperate in all respects and, to the extent possible, have its employees testify when requested and make available relevant records, papers, information, samples, specimens, and the like. No settlement, consent judgment or other voluntary final disposition of the suit may be entered into without the consent of Northwestern, which consent shall not unreasonably be withheld. Licensee shall indemnify Northwestern against any order for costs and/or expenses that may be made against Northwestern unless such suit was brought by Northwestern pursuant to Section 8.2. While Licensee, during the term of this Agreement, either party becomes aware of a third party infringement or threatened infringement of any Licensed Patents, the following provisions shall apply: (a) Introgen shall have the right, but not the obligation, to bring suit (itself or through a designee) to enforce the Licensed Patents, and/or to defend any declaratory judgment action with respect thereto, in each case with respect to the manufacture, sale or use of a product within the Field; provided, however, that Introgen shall keep Corixa reasonably informed as to the defense and/or settlement of such action. Corixa shall have the right to participate in consent to a sublicense Northwestern may propose to any such alleged infringer for future use of the Patent Rights, Licensee shall not unreasonably withhold its consent. 8.4 In the event that a declaratory judgment action with counsel alleging the invalidity or non-infringement of its own choice at its own expense. Without limiting any of the provisions of Section 7.3 below, Corixa agrees to cooperate with Introgen with respect to actions brought by Introgen under this Section 7.2(a) at Introgen’s request and expense. If Introgen decides to undertake such suit, then any amounts received by Introgen in such Action with respect to infringement that occurred prior to the judgment awarding such amounts Patent Rights shall be includedbrought other than in the context of a declaratory judgment action arising out of Northwestern’s enforcement pursuant to Section 8.2 or a counterclaim in an enforcement action pursuant to Section 8.2, after deducting or there is a need to otherwise defend the costs incurred by Introgen in connection with such ActionPatent Rights, in Annual Net Sales hereunder. Northwestern shall have the first right within ninety (b) If Introgen elects not to so initiate an action to enforce the Licensed Patents against a commercially significant infringement by a Third Party within the Field, within one hundred eighty (18090) days receipt of a request by Corixa notice to do so, Corixa may initiate such action at its expense; provided, however, that Corixa shall keep Introgen reasonably informed as to control the defense and/or settlement of such action, as requested from time to time by Introgenproceeding or otherwise, and provided that there is not then ongoing a litigation Licensee shall reimburse Northwestern’s reasonable out-of-pocket legal costs and expenses incurred in any country the action, including attorney’s fees, in accordance with respect Section 5.8.1. 8.5 In the event Licensee challenges the validity or enforceability of the Patent Rights, Licensee shall provide Northwestern ninety (90) days prior written notice and continue to the Licensed Technology. Introgen shall make all payments required hereunder directly to Northwestern and have the no right to participate in pay into escrow or other account any such action with counsel of its own choice at its own expense. Introgen agrees amounts due to cooperate with Corixa with respect to actions brought by Corixa Northwestern under this Section 7.2(b) at Corixa’s request and expenseAgreement. If Corixa undertakes such suitFor purposes of clarity, then, after deducting the costs incurred by Corixa in connection with such Action, Introgen Licensee shall not be entitled to receive [***] ([***]%) of any refund or offset for any amounts received by Corixa in such action. (c) Upon Introgen’s reasonable request, Corixa agrees to use reasonable efforts, including, but not limited to, with respect to the exercise of rights under the Columbia Agreement (as defined in Section 10.1) to cause Columbia (as defined in Section 10.1) to cooperate in any suit, action or other proceeding paid under this Section 7.2Agreement, at Introgen’s expense. *** Certain information on this page has been omitted and filed separately with including any paid prior to or during the Securities and Exchange Commission. Confidential treatment has been requested with respect to period of the omitted portionschallenge even if the Patent Rights are held invalid or unenforceable.

Infringement. If during A. In the term of this Agreement, either party becomes aware of event that a third party infringement part appears to be infringing one or threatened infringement more of any Licensed Patents, the following provisions shall apply: (a) Introgen shall have the right, but not the obligation, to bring suit (itself or through a designee) to enforce the Licensed Patents, and/or to defend any declaratory judgment action with respect thereto, in each case with respect CONVATEC shall bring such infringement to the manufactureattention of LICENSOR. If LICENSOR does not institute infringement proceedings against such third party within ninety (90) days after written notice from CONVATEC that such third party appears to be infringing one or more of the Licensed Patents, sale or use of a product within the Field; provided, however, that Introgen shall keep Corixa reasonably informed as to the defense and/or settlement of such action. Corixa CONVATEC shall have the right to take whatever steps in its own and sole discretion it shall deem advisable, including but not limited to, settlement or the filing of suit for damages or to enjoin such sales or offers for sale by such third party. LICENSOR agrees to perform all acts which may become necessary or desirable to vest in CONVATEC the right to institute any such suit and shall, upon reasonable notice, cooperate and, to the extent deemed necessary or desirable by CONVATEC and at CONVATEC's expense, participate in any suit to enjoin such action infringement and to collect, for the benefit of CONVATEC, damages, profits and awards of any nature recoverable for such infringement. The costs and expenses of such suit or settlement shall be borne by CONVATEC. Recovery of damages in any such suit or settlement with counsel of its own choice at its own expense. Without limiting the provisions of Section 7.3 below, Corixa agrees to cooperate with Introgen with respect to actions brought by Introgen under this Section 7.2(a) at Introgen’s request and expense. If Introgen decides to undertake such suit, then any amounts received by Introgen in such Action with respect to infringement that occurred prior third party shall inure to the judgment awarding such amounts benefit of CONVATEC; however, CONVATEC shall be included, after deducting the first recouping its reasonable attorneys' fees and costs incurred by Introgen in connection with such Actionsuit or settlement apply any excess recovered damages to reimbursing LICENSOR, in Annual Net Sales hereunderto the extent of such excess, the royalties that would have been payable to LICENSOR but for application of Article V, Paragraph E, hereof. (b) If Introgen elects not to so initiate an action to enforce the Licensed Patents against B. LICENSOR agrees should a commercially significant third party institute a patent infringement by a Third Party within the Field, within one hundred eighty (180) days of a request by Corixa to do so, Corixa may initiate such action at its expense; provided, however, that Corixa shall keep Introgen reasonably informed as to the defense and/or settlement of such action, as requested from time to time by Introgen, and provided that there is not then ongoing a litigation suit in any country with respect to of the Licensed Technology. Introgen Territory against CONVATEC or a Subsidiary or sublicensee of CONVATEC predicated on CONVATEC's or its Subsidiaries' or sublicensees' manufacture, use or sale of Product, CONVATEC shall have the right to participate reduce by fifty percent (50%) royalties due to LICENSOR in any such action with counsel of its own choice at its own expense. Introgen agrees to cooperate with Corixa country hereunder with respect to actions brought such Product. In the event such third party suit is successfully defended by Corixa under this Section 7.2(b) at Corixa’s request CONVATEC, it shall, upon final determination thereof, pay to LICENSOR all royalties that would have been payable to LICENSOR if such suit had not been instituted, less reasonable attorneys' fees and expense. If Corixa undertakes such suit, then, after deducting the costs incurred by Corixa CONVATEC in connection with such Action, Introgen shall be entitled to receive [***] ([***]%) of any amounts received by Corixa in such action. (c) Upon Introgen’s reasonable request, Corixa agrees to use reasonable efforts, including, but not limited to, with respect to the exercise of rights under the Columbia Agreement (as defined in Section 10.1) to cause Columbia (as defined in Section 10.1) to cooperate in any suit, action or other proceeding under this Section 7.2, at Introgen’s expense. *** Certain information on this page has been omitted which shall not exceed the total amount of royalties payable to LICENSOR by virtue of said successful defense and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portionsfinal determination.

Infringement. For a period of thirty (30) days after receipt by AccuMed of, or AccuMed's sending of, such notice of infringement, AccuMed will have the exclusive right to commence an action and otherwise assert rights in the Patents and the Technology against any such infringers or suspected infringers and retain all proceeds of such action or proceeding brought by it and will have the right at its sole discretion to make any settlement or compromise with the third-party infringer. If during AccuMed shall elect to prosecute any such infringer, Licensee shall take such steps as are reasonably requested by AccuMed to enable it to protect its rights under the term Patents and under the Technology against any such infringement or suspected infringement. If (i) AccuMed fails to commence an action or otherwise assert its rights in the Patents and the Technology against any such infringers or suspected infringers within such thirty (30) day period and (ii) Licensee provides AccuMed with the opinion of patent counsel mutually acceptable to the parties stating that there is a likelihood of infringement or misappropriation by such suspected infringers (an "Infringement Opinion"), then Licensee may bring an action or proceeding (including any alternative dispute resolution process) to enjoin the infringement, to recover damages for it, or both and AccuMed grants Licensee the right to use AccuMed's name in connection therewith and will have the right at Licensee's sole discretion to make any settlement or compromise with the third-party infringer, in accordance with and subject to the provisions set forth below. If an Infringement Opinion is delivered to AccuMed and, accordingly, Licensee is permitted to bring such action, then Licensee may elect to deduct a percentage of its out-of-pocket costs and expenses (but otherwise will bear all other costs and expenses), which includes without limitation court costs and attorneys' fees for such action up to a maximum deduction of fifty percent (the "Fee Percentage") and shall notify AccuMed of such election and the applicable Fee Percentage when the Infringement Opinion is delivered by Licensee to AccuMed. Licensee shall be permitted to deduct from future Guaranteed Cash License Fees, and Required Royalties, as they become due under this Agreement, either party becomes aware that portion of a third party infringement its out-of-pocket expenses in an amount equal to the Fee Percentage thereof. All proceeds of such action or threatened infringement proceeding brought by Licensee (if any) shall be shared between AccuMed and Licensee pro rata in accordance with the Fee Percentage (i.e. AccuMed shall receive the Fee Percentage of any Licensed Patents, such proceeds and Licensee shall receive the following provisions remainder). If Licensee shall apply: (a) Introgen shall have the right, but not the obligation, be permitted to bring suit (itself or through a designee) to enforce the Licensed Patents, and/or to defend any declaratory judgment action with respect thereto, in each case with respect to the manufacture, sale or use of a product within the Field; provided, however, that Introgen shall keep Corixa reasonably informed as to the defense and/or settlement of such action. Corixa shall have the right to participate in any such action with counsel of its own choice at its own expense. Without limiting the provisions of Section 7.3 below, Corixa agrees to cooperate with Introgen with respect to actions brought by Introgen under this Section 7.2(a) at Introgen’s request and expense. If Introgen decides to undertake such suit, then any amounts received by Introgen in such Action with respect to infringement that occurred prior to the judgment awarding such amounts shall be included, after deducting the costs incurred by Introgen in connection with such Action, in Annual Net Sales hereunder. (b) If Introgen elects not to so initiate an action pursuant to enforce the Licensed Patents against a commercially significant infringement this Section, AccuMed shall take such steps as are reasonably requested by a Third Party within the Field, within one hundred eighty (180) days of a request by Corixa Licensee to do so, Corixa may initiate such action at enable it to protect its expense; provided, however, that Corixa shall keep Introgen reasonably informed as to the defense and/or settlement of such action, as requested from time to time by Introgen, and provided that there is not then ongoing a litigation in any country with respect to the Licensed Technology. Introgen shall have the right to participate in any such action with counsel of its own choice at its own expense. Introgen agrees to cooperate with Corixa with respect to actions brought by Corixa under this Section 7.2(b) at Corixa’s request and expense. If Corixa undertakes such suit, then, after deducting the costs incurred by Corixa in connection with such Action, Introgen shall be entitled to receive [***] ([***]%) of any amounts received by Corixa in such action. (c) Upon Introgen’s reasonable request, Corixa agrees to use reasonable efforts, including, but not limited to, with respect to the exercise of Licensee rights under the Columbia Agreement (as defined in Section 10.1) to cause Columbia (as defined in Section 10.1) to cooperate in Patents and under the Technology against any suit, action such infringement or other proceeding under this Section 7.2, at Introgen’s expense. *** Certain information on this page has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portionssuspected infringement.

Infringement. (a) If during either party shall learn of a claim or assertion that the term Manufacture, Promotion, importation, distribution or sale of a Product in the Territory infringes or otherwise violates the intellectual property rights of any Third Party or that any Third Party violates the intellectual property rights owned or Controlled by (i) PediatRx in the PediatRx Trademarks in the Territory or (ii) Apricus in the Apricus Trademarks in the Territory, then the party becoming so informed shall promptly, but in all events within fifteen (15) days thereof, notify the other party to this Agreement of the claim or assertion. (b) If warranted in the opinion of PediatRx, after consultation with Apricus, PediatRx shall have the right to take such legal action (“Enforcement Action”) as is advisable in PediatRx’s opinion to restrain infringement of the PediatRx Trademarks in the Territory. PediatRx will have the right to institute the Enforcement Action in its own name using counsel of its choice and, except as otherwise set forth in this Agreement, either party becomes aware with the right to control the course of a third party infringement or threatened infringement such Enforcement Action. Apricus shall cooperate fully with, and as reasonably requested by, PediatRx in any Enforcement Action, and PediatRx shall reimburse Apricus for its out-of-pocket expenses incurred in providing such cooperation. Apricus may be represented by counsel of its own selection at its own expense in any Licensed Patents, the following provisions Enforcement Action. PediatRx shall apply: keep Apricus reasonably informed regarding material developments relating to any Enforcement Action (a) Introgen shall have the right, but not the obligation, including by making its outside counsel available to bring suit (itself or through a designee) to enforce the Licensed Patents, and/or to defend any declaratory judgment action with respect thereto, participate in each case with respect to the manufacture, sale or use of a product within the Fieldperiodic status calls); provided, however, that Introgen PediatRx shall keep Corixa reasonably informed obtain Apricus’ consent (which Apricus will not unreasonably withhold) in advance of the grant of any license, covenant not to ▇▇▇, right of reference, right of supply, other intellectual property right or other settlement in any Enforcement Action. If PediatRx elects in writing not to bring or defend an Enforcement Action with respect to any Product in the Territory within ninety (90) days following a notification pursuant to Section 9.2(a), or if PediatRx fails to bring or defend an Enforcement Action or take other reasonable action to protect the PediatRx Product Trademarks in the Territory from such infringement, or to ▇▇▇▇▇ such infringement, then Apricus shall have the right, at its sole discretion, to institute an Enforcement Action in its own name using counsel of its choice, at its own expense, and, except as otherwise set forth in this Agreement, with the right to control the defense and/or settlement course of such actionEnforcement Action (the “Apricus Step-In Rights”). Corixa PediatRx shall cooperate fully with, and as reasonably requested by, Apricus in any such Enforcement Action, including joining such Enforcement Action if necessary to maintain the Enforcement Action, and Apricus shall reimburse PediatRx for its out-of-pocket expenses incurred in providing such cooperation. PediatRx shall have the right to join and participate in the Enforcement Action whether or not such joinder is requested by Apricus. Apricus shall keep PediatRx reasonably informed regarding material developments relating to any such action with Enforcement Action (including by making its outside counsel available to participate in periodic status calls). PediatRx may be represented by counsel of its own choice selection at its own expense. Without limiting the provisions of Section 7.3 below, Corixa agrees to cooperate with Introgen with respect to actions expense in any Enforcement Action brought by Introgen under this Section 7.2(a) at Introgen’s request and expenseApricus pursuant to the Apricus Step-In Rights. If Introgen decides to undertake such suit, then any amounts Any recovery received by Introgen in such a party as a result of any Enforcement Action with respect to infringement that occurred prior to the judgment awarding such amounts shall be included, after deducting used first to reimburse the parties for their costs and expenses (including attorneys’ and professional fees) incurred by Introgen in connection with such ActionEnforcement Action (and not previously reimbursed). Any remaining amounts, shall be shared by the parties in Annual accordance with their then-current share of Net Sales hereunderOperating Income. (bc) If Introgen elects not warranted in the opinion of Apricus, Apricus shall take such legal action as is advisable in Apricus’ opinion to so initiate an action restrain such infringement of the Apricus Trademarks. PediatRx shall cooperate fully with, and as requested by, Apricus in Apricus’ attempt to enforce the Licensed Patents against a commercially significant infringement restrain such infringement, and Apricus shall reimburse PediatRx for its out-of-pocket expenses incurred in providing such cooperation. PediatRx may be represented by a Third Party within the Field, within one hundred eighty (180) days counsel of a request by Corixa to do so, Corixa may initiate such action its own selection at its expense; provided, however, that Corixa shall keep Introgen reasonably informed as to the defense and/or settlement of such action, as requested from time to time by Introgen, and provided that there is not then ongoing a litigation own expense in any country with respect suit or proceeding brought to the Licensed Technology. Introgen restrain such infringement, but Apricus shall have the right to participate in any such action with counsel of its own choice at its own expense. Introgen agrees to cooperate with Corixa with respect to actions brought by Corixa under this Section 7.2(b) at Corixa’s request and expense. If Corixa undertakes such suit, then, after deducting control the costs incurred by Corixa in connection with such Action, Introgen shall be entitled to receive [***] ([***]%) of any amounts received by Corixa in such actionsuit or proceeding. (c) Upon Introgen’s reasonable request, Corixa agrees to use reasonable efforts, including, but not limited to, with respect to the exercise of rights under the Columbia Agreement (as defined in Section 10.1) to cause Columbia (as defined in Section 10.1) to cooperate in any suit, action or other proceeding under this Section 7.2, at Introgen’s expense. *** Certain information on this page has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions

Infringement. 11.1. Licensee shall have the right during the tern of this Agreement to commence an action for infringement of the Licensed Patents against any third party for any infringement occurring within the Field of Use, provided that Licensee shall provide Carnegie Mellon thirty (30) days prior written notice of such infringement and of Licensee’s intent to file such action. Carnegie Mellon shall have the right at its own expense to appear in such action by counsel of its own selection. If required by the jurisdictional laws of the forum that any such action be prosecuted in the name of the owner of the Licensed Patent, Carnegie Mellon shall voluntarily appear at Licensee’s expense; provided that if such appearance subjects Carnegie Mellon to any unrelated action or claim of a third party or Licensee in such jurisdiction, then Carnegie Mellon shall have the right to decline such appearance. Settlement of any action brought by Licensee shall require the consent of Carnegie Mellon and Licensee, which neither shall unreasonably withhold from the other, and any settlement amount or recovery for damages shall be applied as follows: (i) first, to reimburse the parties for their expenses in connection with the litigation; and (ii) second, Carnegie Mellon shall receive compensation for the time of any Carnegie Mellon personnel involved in the action and (iii) third, Carnegie Mellon shall receive ten percent (10%) of any settlement amount or recovery remaining. 11.2. Carnegie Mellon shall have the right in its absolute discretion during the term of this Agreement, either party becomes aware Agreement to commence an action for infringement of a the Licensed Patents against any third party for any infringement or threatened occurring anywhere in the world, provided that, before commencing any such action concerning the Field of Use, Carnegie Mellon shall provide Licensee not less than thirty (30) days prior written notice of such infringement and of any Licensed Patents, the following provisions shall apply: (a) Introgen shall have the right, but not the obligation, Carnegie Mellon’s intent to bring suit (itself or through a designee) to enforce the Licensed Patents, and/or to defend any declaratory judgment action with respect thereto, in each case with respect to the manufacture, sale or use of a product within the Field; provided, however, that Introgen shall keep Corixa reasonably informed as to the defense and/or settlement of file such action. Corixa Licensee shall have the right at its own expense to participate appear in any such action with by counsel of its own choice at its own expense. Without limiting the provisions of Section 7.3 below, Corixa agrees to cooperate with Introgen with respect to actions brought by Introgen under this Section 7.2(a) at Introgen’s request and expenseselection. If Introgen decides Carnegie Mellon provides Licensee with such notice before instituting an action concerning the Field of Use and Licensee fails to undertake initiate an action against such suitthird party prior to the commencement of an action by Carnegie Mellon, then any amounts received by Introgen in such Action with respect settlement amount or recovery for damages shall belong entirely to infringement that occurred prior to Carnegie Mellon and Carnegie Mellon may settle said action without the judgment awarding such amounts shall be included, after deducting the costs incurred by Introgen in connection with such Action, in Annual Net Sales hereunderconsent of Licensee. (b) If Introgen elects not to so initiate an action to enforce the Licensed Patents against a commercially significant infringement by a Third Party within the Field, within one hundred eighty (180) days of a request by Corixa to do so, Corixa may initiate such action at its expense; provided, however, that Corixa shall keep Introgen reasonably informed as to the defense and/or settlement of such action, as requested from time to time by Introgen, and provided that there is not then ongoing a litigation in any country with respect to the Licensed Technology. Introgen shall have the right to participate in any such action with counsel of its own choice at its own expense. Introgen agrees to cooperate with Corixa with respect to actions brought by Corixa under this Section 7.2(b) at Corixa’s request and expense. If Corixa undertakes such suit, then, after deducting the costs incurred by Corixa in connection with such Action, Introgen shall be entitled to receive [***] ([***]%) of any amounts received by Corixa in such action. (c) Upon Introgen’s reasonable request, Corixa agrees to use reasonable efforts, including, but not limited to, with respect to the exercise of rights under the Columbia Agreement (as defined in Section 10.1) to cause Columbia (as defined in Section 10.1) to cooperate in any suit, action or other proceeding under this Section 7.2, at Introgen’s expense. *** Certain information on this page has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions

Infringement. 5.3.1 If during either Party believes that an infringement by a Third Party with respect to any Licensor Patent Right is occurring, the term knowledgeable Party will provide the other Party with (a) written notice of this Agreementsuch infringement or potential infringement and (b) evidence of such infringement (the “Infringement Notice”). 5.3.2 As between the Parties, either party becomes aware of a third party infringement Licensee, itself or through its designee, shall have the first right to enforce the Licensor Patent Rights against any actual, alleged or threatened infringement by Third Parties, and to defend and control any declaratory judgment action or challenge or other adversarial procedure brought with respect to Licensor Patent Rights (each such action or procedure with respect to the Licensor Patent Rights being referred to herein as an “Enforcement Action”) with counsel of its own choosing. Licensee shall keep Licensor advised of the status of such Enforcement Action. Upon Licensee’s request, and to the extent able to join such Enforcement Action, Licensor shall join such Enforcement Action at Licensee’s reasonable expense, including Licensor’s attorney’s fees and any out-of-pocket costs incurred by Licensor for such Enforcement Action; provided that, if Licensor is required to join such Enforcement Action for such Enforcement Action to be initiated or maintained and does not join such Enforcement Action for any reason, [***] . Licensee shall be free to enter into a settlement, consent judgment or other voluntary disposition, provided that any settlement, consent judgment or other voluntary disposition that (i) admits the invalidity or unenforceability of any Licensed Patentsissued and unexpired claims within the Licensor Patent Rights or (ii) admits fault or wrongdoing on the part of Licensor must be approved in advance by Licensor in writing such approval not to be unreasonably withheld. Licensor shall provide Licensee notice of its approval or denial within [***] of any request for such approval by Licensee, provided that (x) in the event Licensor wishes to deny such approval, such notice shall include a detailed written description of Licensor’s reasonable objections to the proposed settlement, consent judgment, or other voluntary disposition and (y) Licensor 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 [***] period in accordance herewith. 5.3.3 If Licensee does not take steps to ▇▇▇▇▇ such infringement within [***] following provisions Licensor’s request to do so, and infringing activity of material commercial significance has not been abated, then Licensor may institute suit for patent infringement against the infringer. Licensor agrees to keep Licensee reasonably informed regarding the suit and to consider the views of Licensee regarding the advisability of the proposed action and its effect on Licensee’s business. If Licensor institutes such suit, then Licensee may not join such suit without the prior written consent of Licensor and may not thereafter commence suit against the infringer for the acts of infringement that are the subject of Licensor’s suit or any judgment rendered in such suit. Licensor shall applybe free to enter into a settlement, consent judgment or other voluntary disposition, provided that any settlement, consent judgment or other voluntary disposition that (a) admits the invalidity or unenforceability of any issued and unexpired claims within the Licensor Patent Rights (b) admits fault or wrongdoing on the part of Licensee (c) imposes financial liability or other obligation or (d) otherwise limits Licensee’s rights under this Agreement or grants rights under the Licensor Patent Rights, must be approved in advance by Licensee in writing. 5.3.4 Any recovery or settlement received in connection with any suit or Enforcement Action will first be used to reimburse any out-of-pocket litigation costs and expenses (including attorneys’ fees) of the non-controlling Party, then to reimburse any out-of-pocket litigation costs and expenses (including attorneys’ fees) incurred by the controlling Party in participating in such Enforcement Action or suit. Any remaining recoveries shall be allocated as follows: For any portion of the recovery or settlement, other than for amounts attributable and paid as enhanced damages for willful infringement: (a) Introgen for any suit that is initiated by Licensee, Licensor shall have the right, but not the obligation, to bring suit (itself or through a designee) to enforce the Licensed Patents, and/or to defend any declaratory judgment action with respect thereto, in each case with respect to the manufacture, sale or use of a product within the Field; provided, however, that Introgen shall keep Corixa reasonably informed as to the defense and/or settlement of such action. Corixa shall have the right to participate in any such action with counsel of its own choice at its own expense. Without limiting the provisions of Section 7.3 below, Corixa agrees to cooperate with Introgen with respect to actions brought by Introgen under this Section 7.2(a) at Introgen’s request and expense. If Introgen decides to undertake such suit, then any amounts received by Introgen in such Action with respect to infringement that occurred prior to the judgment awarding such amounts shall be included, after deducting the costs incurred by Introgen in connection with such Action, in Annual Net Sales hereunder. (b) If Introgen elects not to so initiate an action to enforce the Licensed Patents against a commercially significant infringement by a Third Party within the Field, within one hundred eighty (180) days of a request by Corixa to do so, Corixa may initiate such action at its expense; provided, however, that Corixa shall keep Introgen reasonably informed as to the defense and/or settlement of such action, as requested from time to time by Introgen, and provided that there is not then ongoing a litigation in any country with respect to the Licensed Technology. Introgen shall have the right to participate in any such action with counsel of its own choice at its own expense. Introgen agrees to cooperate with Corixa with respect to actions brought by Corixa under this Section 7.2(b) at Corixa’s request and expense. If Corixa undertakes such suit, then, after deducting the costs incurred by Corixa in connection with such Action, Introgen shall be entitled to receive [***] of the recovery and the Licensee shall receive the remainder; and (b) for any suit that is initiated by the Licensee or Licensor and that the other Party joins voluntarily (but only to the extent such voluntary joining is allowed under this Agreement or expressly by the other Party in a separate agreement) or involuntarily, the non-initiating Party’s shall receive a portion of the recovery equal to the percentage of the total litigation costs incurred by Licensor and Licensee, but in no event shall the non-initiating Party receive [***]%] of such recovery, while the initiating Party shall receive the remainder, and in no case shall Licensor receive [***] of such recovery. For clarity, the “total litigation costs” incurred by Licensor (if Licensor is the controlling Party) or by Licensee (if Licensee is the controlling Party), as applicable, shall include such amounts paid to the non-controlling Party in reimbursing out-of-pocket litigation costs and expenses (including attorneys’ fees) incurred by the non-controlling Party. For any portion of any amounts received by Corixa in such action.the recovery or settlement paid as enhanced damages for willful infringement: (c) Upon Introgen’s reasonable request, Corixa agrees to use reasonable efforts, including, for any suit that is initiated by Licensee or Licensor and the other Party voluntarily (but not limited to, with respect only to the exercise of rights under the Columbia Agreement (as defined in Section 10.1) to cause Columbia (as defined in Section 10.1) to cooperate in any suit, action or other proceeding extent such voluntary joining is allowed under this Section 7.2Agreement or expressly by the other party in a separate agreement) or involuntarily joins, at Introgen’s expense. Licensor shall receive [*** Certain information on this page has been omitted *] and filed separately Licensee shall receive the remainder; and (d) for any suit that is initiated by Licensee and in which Licensor was not a party in the litigation, Licensor shall receive [***] and Licensee shall receive the remainder. For any portion of the recovery or settlement received in connection with any suit that is initiated by Licensor and in which Licensee was not a party to the litigation, any recovery in excess of litigation costs will belong to Licensor. 5.3.5 Each Party will reasonably cooperate and assist with the Securities and Exchange Commission. Confidential treatment has been requested with respect other in litigation proceedings instituted hereunder but at the expense of the Party who initiated the suit (unless such suit is being jointly prosecuted by the Parties) including to the omitted portionsextent reasonably possible, by having its employees testify when requested and make available relevant records, papers, information, samples, specimens and the like. For clarity, such requirement does not require a Party to join a suit unless otherwise specifically required under this Agreement.

Infringement. If during the term 7.1 GTx shall inform UTRF and UTRF shall inform GTx promptly in writing of this Agreement, either party becomes aware any alleged assertion and/or claim of a third party infringement or threatened infringement of the Licensed Patents by a Third Party and of any available evidence thereof. 7.2 GTx shall have the first, sole and exclusive right, but shall not be obligated, to prosecute or defend at its own expense all infringements or opposition, interference and ex parte proceedings of the Licensed Patents, including prosecuting for any misappropriation of Licensed Technology or Licensed Products. The Parties acknowledge that as to Licensed Patents that UTRF owns “in part”, such right on the following provisions part of GTx shall apply:not preclude UTRF’s co-owner(s) from taking any action they may have available to them in law or by contract. In furtherance of such right granted to GTx, UTRF hereby agrees that GTx may include UTRF as a party plaintiff in any such suit, without expense to UTRF. The total cost of any such infringement action commenced or defended by GTx shall be borne by GTx. No settlement, consent judgment, or other voluntary final disposition of such suits may be entered into without the consent of UTRF, provided that such consent shall not be unreasonably withheld and that UTRF shall not condition such consent on an increase in payments to UTRF hereunder. 7.3 If within six (a6) Introgen months after having been notified of an alleged infringement by a Third Party, GTx has not brought or is not diligently prosecuting an infringement action, or if GTx has notified UTRF at any time prior thereto of its intention not to bring suit against any alleged infringement of the Patents, then, and in those events only, UTRF shall have the right, but shall not the obligationbe obligated, to bring suit (itself or through a designee) to enforce prosecute at its own expense any infringement of the Licensed Patents, and/or and UTRF may, for such purposes, use the name of GTx as party plaintiff. No settlement, consent judgment, or other voluntary final disposition of the suit may be entered into without the consent of GTx, which consent shall not unreasonably be withheld. After deduction of outstanding expenses of UTRF, including attorney fees, and any expenses of GTx, including attorney fees incurred prior to defend any declaratory judgment action with respect thereto, in each case with respect to the manufacture, sale or use of a product within the Field; provided, however, that Introgen shall keep Corixa reasonably informed as to the defense and/or settlement UTRF’s pursuit of such action. Corixa infringement, the balance remaining from any such recovery shall be divided equally between GTx and UTRF. 7.4 If both UTRF and GTx elect not to enforce or continue to enforce the right of the parties in Licensed Patents claiming an EXISTING INVENTION or IMPROVEMENT INVENTION under OSU IIA#1, or a NEW INVENTION under OSU IIA#2, GTx agrees that OSU or OSURF shall have the right to participate elect to prosecute the alleged infringers provided that (i) OSU or OSURF shall pay all costs and expenses arising out of such prosecution, and (ii) OSU or OSURF shall not have any right to surrender OSU’s, OSURF’s, UTRF’s or GTx’s rights or to grant any infringer any rights in the Licensed Patents without the prior written approval of UTRF and GTx, such approval not to be unreasonably withheld. 7.5 In the event that GTx undertakes the enforcement and/or defense of the Licensed Patents by litigation, opposition, interference or ex parte proceedings or an inter partes proceeding (including the defense of a declaratory judgment action pursuant to Section 7.6) in the United States or a foreign country against a Third Party, GTx may withhold up to [ * ] of the payments otherwise thereafter due UTRF under Section 4 that are attributable to sales of Licensed Products in the country where such litigation or inter partes proceeding takes place and apply the same toward reimbursement of up to [ * ] of GTx’s expenses, including reasonable attorneys’ fees, in connection therewith. GTx may not withhold any portion of the payments due UTRF under Section 4 in the event that GTx undertakes the enforcement and/or defense of the Licensed Patents by litigation or an inter partes proceeding in the United States or a foreign country against an Affiliate or Sublicensee. Any recovery of damages by GTx resulting from each such suit or inter partes proceeding shall be applied first in satisfaction of any unreimbursed expenses and legal fees of GTx relating to such suit, and next toward reimbursement of any unreimbursed expenses and legal fees of UTRF relating to such suit, and next toward reimbursement of UTRF for any payments under Section 4 withheld and applied pursuant to this Section 7.5, and the remaining balance, if any, shall be divided equally between GTx and UTRF unless the damage award is identified by judgment of the court or in a settlement in such suit as compensating GTx for loss of sales revenue for Licensed Product on account of such Third Party’s unlicensed or illegal actions, in which event (instead of dividing the remaining balance equally between the Parties), GTx shall pay to UTRF an amount equal to the lesser of: (i) [ * ] the remaining balance; or (ii) [ * ] of the equivalent of the lost Net Sales upon which such judgment or settlement award is based, and GTx shall retain the rest. For sake of clarity, any recovery attributable to loss or diminution of the value of Licensed Patents shall be divided equally between UTRF and GTX. As to a settlement of such claim or suit, the rebuttable presumption shall be that any payment to be made to GTX under the settlement agreement is not attributable to lost sales revenue and GTx shall have the burden of proof to reasonably establish that the recovery of damages resulting from such settlement represents compensation for loss of sales revenue (i.e., the equivalent of lost Net Sales hereunder). 7.6 In the event that a declaratory judgment action with counsel alleging invalidity or noninfringement of any of the Licensed Patents shall be brought against UTRF, GTx at its own choice 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 against UTRF at its own expense, provided that GTx may not enter into a settlement, consent judgment, or other voluntary final disposition of the matter without the prior written approval of UTRF, which approval shall not be unreasonably withheld. Without limiting the provisions of Section 7.3 below, Corixa agrees This section shall not apply to cooperate with Introgen with respect to actions brought by Introgen under this Section 7.2(a) at IntrogenOSU’s request and expense. If Introgen decides to undertake such suit, then any amounts received by Introgen OSURF’s interest in such Action with respect to infringement that occurred prior to the judgment awarding such amounts shall be included, after deducting the costs incurred by Introgen in connection with such Action, in Annual Net Sales hereunder. (b) If Introgen elects not to so initiate an action to enforce the Licensed Patents against a commercially significant infringement by a Third Party within the Field, within one hundred eighty (180) days of a request by Corixa to do so, Corixa may initiate such action at its expense; provided, however, that Corixa shall keep Introgen reasonably informed as to the defense and/or settlement of such action, as requested from time to time by Introgen, and provided that there is not then ongoing a litigation in any country with respect to the Licensed Technology. Introgen shall have the right to participate in any such action with counsel of its own choice at its own expense. Introgen agrees to cooperate with Corixa with respect to actions brought by Corixa under this Section 7.2(b) at Corixa’s request and expense. If Corixa undertakes such suit, then, after deducting the costs incurred by Corixa in connection with such Action, Introgen shall be entitled to receive [***] ([***]%) of any amounts received by Corixa in such actionPatents. (c) Upon Introgen’s reasonable request, Corixa agrees to use reasonable efforts, including, but not limited to, with respect to the exercise of rights under the Columbia Agreement (as defined in Section 10.1) to cause Columbia (as defined in Section 10.1) to cooperate in any suit, action or other proceeding under this Section 7.2, at Introgen’s expense. *** Certain information on this page has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions

Infringement. If during 9..1 TTC shall, at its expense, take all reasonable steps to protect and enforce all patents which issue under the term LICENSED PATENT against infringement by any person, firm, corporation or other entity. In furtherance and not in limitation of this Agreementthe foregoing, TTC agrees that it shall promptly investigate any allegations of possible infringement of which it may become aware from any source. In the event that either party becomes aware of LICENSOR or LICENSEE determines that a third party infringement is making, producing, assembling, using, marketing, advertising, selling, leasing, distributing, installing, servicing or threatened infringement maintaining a product that may infringe an issued patent of any Licensed Patentsthe LICENSED PATENT, such party will promptly notify the following provisions shall apply: (a) Introgen other party thereof in writing. TTC may, at its sole option, bring suit against such alleged infringer in its name or in LICENSEE's name or in both names as may be required to establish jurisdiction. TTC shall have the right, but not the obligation, thirty (30) days after receipt of notice from LICENSEE in which to decide if it will bring suit (itself or through a designee) and to enforce the Licensed Patentsso notify LICENSEE. All recoveries in any such suit shall belong to TTC, and/or to defend any declaratory judgment action with respect thereto, in each case with respect to the manufacture, sale or use of a product within the Field; provided, however, except that Introgen shall keep Corixa reasonably informed as to the defense and/or settlement of such action. Corixa LICENSEE shall have the right to participate elect to pay up to fifty percent (50%) of the litigation costs and receive a percentage of any recovery equal to the percentage of litigation costs actually paid. LICENSEE must make such election within thirty (30) days of its receipt of notice that TTC has decided to bring suit. LICENSEE shall also have the right to choose to be represented by separate counsel in any such action with counsel of its own choice suit at its own expense. Without limiting Such expense for separate counsel shall not be considered as part of "litigation costs" for purposes of determining LICENSEE's share of any recovery in accordance with the provisions of Section 7.3 below, Corixa agrees to cooperate with Introgen with respect to actions brought by Introgen under this Section 7.2(a) at Introgen’s request and expensesentence above. If Introgen decides to undertake such suit, then any amounts received by Introgen in such Action with respect to infringement that occurred prior to the judgment awarding such amounts shall be included, after deducting the costs incurred by Introgen in connection with such Action, in Annual Net Sales hereunder. (b) If Introgen TTC elects not to so initiate an action bring a suit against the alleged infringer, or fails to enforce the Licensed Patents against a commercially significant infringement by a Third Party notify LICENSEE within the Field, within one hundred eighty thirty (18030) days after receipt of a request by Corixa notice of an actual or claimed infringement, then LICENSEE shall thereafter have the right to do so, Corixa may initiate commence such action at its own cost and expense; provided, howeverin which case any recoveries shall belong to LICENSEE. In any such suit by LICENSEE, LICENSOR shall have rights of participation and recovery that Corixa shall keep Introgen reasonably informed are the same as LICENSEE's rights as provided above when TTC elects to ▇▇▇, subject to the defense and/or settlement same time constraints on its ability to do so. 9..2 If, to avoid infringement of a third party patent, LICENSEE or any of its sublicensees pays royalties to a third party to enable LICENSEE or such actionsublicensee to make, as requested from time produce, assemble, use, market, advertise, sell, lease, distribute, install, service or maintain the LICENSED PRODUCTS, then the royalties paid by LICENSEE or its sublicensee to time by Introgen, and provided that there is not then ongoing a litigation in any country with respect to the Licensed Technology. Introgen shall have the right to participate in any such action with counsel of its own choice at its own expense. Introgen agrees third party may be used as a credit against the earned royalties or sublicense fees owed by LICENSEE to cooperate with Corixa with respect to actions brought by Corixa LICENSOR under this Section 7.2(b) at Corixa’s request and expense. If Corixa undertakes such suit, then, after deducting the costs incurred by Corixa in connection with such Action, Introgen shall be entitled to receive [***] ([***]%) of any amounts received by Corixa in such actionAgreement. (c) Upon Introgen’s reasonable request, Corixa agrees to use reasonable efforts, including, but not limited to, with respect to the exercise of rights under the Columbia Agreement (as defined in Section 10.1) to cause Columbia (as defined in Section 10.1) to cooperate in any suit, action or other proceeding under this Section 7.2, at Introgen’s expense. *** Certain information on this page has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions

Infringement. If during the term of this Agreement, either party becomes aware of a third party infringement or threatened infringement of any Licensed Patents, the following provisions shall apply: (a) Introgen 11.1 MATRIGEN shall have the right, but not the obligation, first option to bring suit (itself or through a designee) to enforce police the Licensed Patents, and/or Patents and Products against infringement by other parties within the Field of Use. This right includes the right to defend any action for declaratory judgment action with respect theretoof noninfringement or invalidity as well as prosecuting, in each case with respect to the manufacture, sale defending or use settling all infringement and declaratory judgment actions at its expense and through counsel of a product within the Fieldits selection; provided, however, that Introgen any such settlement shall keep Corixa only be made with the advice and consent of MICHIGAN, which consent shall not be unreasonably withheld. MICHIGAN shall provide reasonable assistance to MATRIGEN with respect to such actions, provided MATRIGEN shall reimburse MICHIGAN for out-of-pocket expenses incurred in connection with any such assistance rendered at MATRIGEN’s request or reasonably informed required by MICHIGAN. In the event MATRIGEN elects to institute any such action or suit, MICHIGAN shall consent to be named as a nominal party therein. MICHIGAN retains the right to participate, with counsel of its own choosing and at its own expense, in any action under this Paragraph 11.1. 11.2 If MATRIGEN shall institute an action for infringement of a Licensed Patent or defend a declaratory judgment or other action with respect to a Licensed Patent, any portion of any resulting settlement payments or damages awarded which is received by MATRIGEN, less MATRIGEN’s actual outside attorney fees and other direct, out-of-pocket litigation expenses (not to include any compensation paid to employees of MATRIGEN or Sublicensees) paid and unrecovered by MATRIGEN, shall be paid 75 percent to MATRIGEN and 25 percent to MICHIGAN. 11.3 If MATRIGEN fails to take action to ▇▇▇▇▇ any alleged infringement of a Licensed Patent within 60 days of a reasonable request by MICHIGAN to do so (or within such shorter period which might be required to preserve the defense and/or settlement legal rights of such action. Corixa MICHIGAN under the laws of any relevant government or political subdivision thereof), then MICHIGAN shall have the right to participate take such action (including prosecution of a suit) at its expense and MATRIGEN shall use reasonable efforts to cooperate in such action, at MATRIGEN’s expense. If MICHIGAN elects to institute any such action with counsel of its own choice at its own expense. Without limiting the provisions of Section 7.3 belowor suit, Corixa MATRIGEN agrees to cooperate with Introgen with respect be named as a nominal party therein at MICHIGAN’s request. MICHIGAN shall have the authority to actions brought by Introgen settle on such terms as MICHIGAN shall determine, except that: (a) MICHIGAN shall not reach any settlement whereby it licenses a third party under this Section 7.2(a) at Introgen’s request any Licensed Patents in the Field of Use without the consent of MATRIGEN, which consent can be withheld for any reason; and expense. If Introgen decides to undertake such suit, then any amounts received by Introgen in such Action with respect to infringement that occurred prior to the judgment awarding such amounts shall be included, after deducting the costs incurred by Introgen in connection with such Action, in Annual Net Sales hereunder. (b) If Introgen elects MICHIGAN shall not to so initiate an action to enforce reach any settlement affecting the scope of the Licensed Patents against a commercially significant infringement without the consent of MATRIGEN, which consent shall not be unreasonably withheld. MICHIGAN shall retain 100 percent of any recovery or settlement under this Paragraph 11.3, after reimbursement to MATRIGEN of any out-of-pocket expenses incurred by MATRIGEN at MICHIGAN’s request in furtherance of such action (such payment not to exceed the recovery or settlement amounts actually received by MICHIGAN). 11.4 MATRIGEN shall promptly notify MICHIGAN in writing in detail of the discovery of any allegation by a Third Party third party of infringement resulting from the practice of Licensed Patents within the Field, within one hundred eighty (180) days Fields of a request by Corixa to do so, Corixa may initiate such action at its expense; provided, however, that Corixa shall keep Introgen reasonably informed as to the defense and/or settlement of such action, as requested from time to time by IntrogenUse, and provided that there is not then ongoing a litigation in any country with respect to of the Licensed Technology. Introgen shall have the right to participate in any such action with counsel of its own choice at its own expense. Introgen agrees to cooperate with Corixa with respect to actions brought by Corixa under this Section 7.2(b) at Corixa’s request and expense. If Corixa undertakes such suit, then, after deducting the costs incurred by Corixa in connection with such Action, Introgen shall be entitled to receive [***] ([***]%) initiation of any amounts received legal action by Corixa MATRIGEN or by any third party with regard to any alleged infringement or noninfringement. MATRIGEN shall in a timely manner keep MICHIGAN informed and provide copies to MICHIGAN of all documents regarding all such actionproceedings or actions instituted by MATRIGEN. (c) Upon Introgen’s reasonable request, Corixa agrees to use reasonable efforts, including, but not limited to, with respect to the exercise of rights under the Columbia Agreement (as defined in Section 10.1) to cause Columbia (as defined in Section 10.1) to cooperate in any suit, action or other proceeding under this Section 7.2, at Introgen’s expense. *** Certain information on this page has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions

Infringement. If during UIRF and Licensee agree to promptly inform the term other party in writing of this Agreement, either party becomes aware of a third party infringement or threatened any suspected infringement of the Patent Rights or Technical Information along with any Licensed Patents, available evidence of such infringement lawfully in the following provisions shall apply:possession of Licensee or its Sublicensee(s). (a) Introgen shall have An exclusive Licensee has the right, but not the obligation, to bring suit (itself or through a designee) first right to enforce the Licensed PatentsPatent Rights in its name in the Field and Territory against infringers or otherwise act to eliminate infringement at its sole cost and expense, and/or provided that the license is exclusive at the commencement of the action and remains exclusive throughout the action, and provided Licensee keeps UIRF fully informed with the right and opportunity to defend advise and comment. Prior to commencing any declaratory judgment such action with respect theretoan exclusive Licensee will give careful consideration to the views of UIRF and to the potential effects on the public interest in making a decision whether or not to sue and, in each the case with respect of the Sublicensee(s) not a party to such action, Licensee agrees to report UIRF's views to the manufactureSublicensee(s). UIRF will reasonably cooperate, sale or use of a product within the Field; providedat Licensee's expense, howeverin any such actions. Licensee shall act in good faith to preserve UIRF's right, that Introgen shall keep Corixa reasonably informed as title and interest in and to the defense and/or Patent Rights. Licensee shall pay to UIRF twenty-five percent (25%) of any recovery in such suit or settlement, net of all reasonable and documented out-of-pocket costs and expenses associated with such suit or settlement. (b) Licensee is not permitted to settle or agree to a consent judgement in any action that would impose any material obligation on or make any admission of fault on behalf of UIRF, including compromising the Patent Rights, without UIRF's express written consent, which it may withhold. Nothing herein shall prevent UIRF from seeking to require that Licensee grant such third party infringer a sublicense permitting such infringer of the Patent Rights to practice under the Patent Rights if such practice is allowed under a settlement of such actionarrangement entered into by UIRF in good faith with a third party infringer. Corixa Notwithstanding the foregoing, Licensee shall have the right to participate in review and approve a settlement arrangement prior to UIRF's final acceptance of its terms. Such approval shall not be unreasonably withheld by Licensee. Licensee's approval of a settlement arrangement shall be assumed if written notice of Licensee's rejection of a settlement arrangement is not received by UIRF from Licensee within five (5) business days of receipt of notice from UIRF to Licensee of its terms. UIRF shall enter into any such action with counsel of its own choice at its own expense. Without limiting the provisions of Section 7.3 below, Corixa agrees to cooperate with Introgen with respect to actions brought by Introgen under this Section 7.2(a) at Introgen’s request and expense. If Introgen decides to undertake such suit, then any amounts received by Introgen settlement arrangement in such Action with respect to infringement that occurred prior to the judgment awarding such amounts shall be included, after deducting the costs incurred by Introgen in connection with such Action, in Annual Net Sales hereundergood faith. (b) If Introgen elects not to so initiate an action to enforce the Licensed Patents against a commercially significant infringement by a Third Party within the Field, within one hundred eighty (180) days of a request by Corixa to do so, Corixa may initiate such action at its expense; provided, however, that Corixa shall keep Introgen reasonably informed as to the defense and/or settlement of such action, as requested from time to time by Introgen, and provided that there is not then ongoing a litigation in any country with respect to the Licensed Technology. Introgen shall have the right to participate in any such action with counsel of its own choice at its own expense. Introgen agrees to cooperate with Corixa with respect to actions brought by Corixa under this Section 7.2(b) at Corixa’s request and expense. If Corixa undertakes such suit, then, after deducting the costs incurred by Corixa in connection with such Action, Introgen shall be entitled to receive [***] ([***]%) of any amounts received by Corixa in such action. (c) Upon Introgen’s reasonable request, Corixa agrees to use reasonable efforts, including, but not limited to, with respect to the exercise of rights under the Columbia Agreement (as defined in Section 10.1) to cause Columbia (as defined in Section 10.1) to cooperate in any suit, action or other proceeding under this Section 7.2, at Introgen’s expense. *** Certain information on this page has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions

Infringement. If during HEMAGEN shall undertake at HEMAGEN's own expense the term defense of this Agreement, either party becomes aware of a third party infringement any suit or threatened action for infringement of HEMAGEN's patents brought against DISTRIBUTOR, which suit or action results from the sale of any Licensed PatentsPRODUCTs, the following provisions shall apply: (a) Introgen provided that DISTRIBUTOR shall have promptly advised HEMAGEN in writing of each notice or claim of infringement received by DISTRIBUTOR and of the rightcommencement of the suit or action. HEMAGEN shall hold DISTRIBUTOR harmless from damages or other sums which may be assessed or may become payable under any final decree or judgment in any such suit or action or under any settlement thereof. HEMAGEN shall have sole charge and direction of the defense of any such suit or action and of all negotiations for such settlement, but not the obligation, to bring suit (itself or through a designee) to enforce the Licensed Patents, and/or to defend any declaratory judgment action shall use commercial reasonableness and shall consult with respect thereto, in each case DISTRIBUTOR with respect to the manufacture, sale or use of a product within the Field; provided, however, that Introgen shall keep Corixa reasonably informed as regard to the defense and/or or settlement of any such suit or action. Corixa DISTRIBUTOR shall be obligated to render all reasonable assistance which may be required by HEMAGEN at HEMAGEN's expense. DISTRIBUTOR may retain counsel of its own selection and at its own expense to advise and consult with HEMAGEN's counsel. HEMAGEN may not settle any suit or action without the consent of DISTRIBUTOR, if by such settlement DISTRIBUTOR is obligated to make any monetary payment, to part with any property or interest therein, to assume any obligation or to be subject to any injunction. The parties agree that if the PRODUCTs supplied by HEMAGEN are found to be infringing on a third- party patent, HEMAGEN will negotiate in good faith with the third party to obtain a license to use the third party's technology and, if HEMAGEN fails to obtain such a license, or if HEMAGEN is subject to a permanent injunction, then DISTRIBUTOR shall have the right to participate in any such action with counsel either terminate this Agreement by giving written notice of its own choice at its own expense. Without limiting the provisions of Section 7.3 below, Corixa agrees termination to cooperate with Introgen with respect to actions brought by Introgen under this Section 7.2(a) at Introgen’s request and expense. If Introgen decides to undertake such suit, then any amounts received by Introgen in such Action with respect to infringement that occurred prior to the judgment awarding such amounts shall be included, after deducting the costs incurred by Introgen in connection with such Action, in Annual Net Sales hereunder. (b) If Introgen elects not to so initiate an action to enforce the Licensed Patents against a commercially significant infringement by a Third Party within the Field, within one hundred eighty (180) days of a request by Corixa to do so, Corixa may initiate such action at its expense; provided, however, that Corixa shall keep Introgen reasonably informed as to the defense and/or settlement of such action, as requested from time to time by IntrogenHEMAGEN, and provided that there is not then ongoing a litigation in any country with respect to the Licensed Technology. Introgen shall have the right to participate in any such action with counsel of its own choice at its own expense. Introgen agrees to cooperate with Corixa with respect to actions brought by Corixa under this Section 7.2(b) at Corixa’s request and expense. If Corixa undertakes such suitreturn for full credit all inventory on hand, then, after deducting the costs incurred by Corixa in connection with such Action, Introgen shall be entitled to receive [***] ([***]%) of any amounts received by Corixa in such action. (c) Upon Introgen’s reasonable request, Corixa agrees to use reasonable efforts, including, but not limited to, with respect to the exercise of rights under the Columbia Agreement (as defined in Section 10.1) to cause Columbia (as defined in Section 10.1) to cooperate in any suit, action or other proceeding under this Section 7.2, at Introgen’s expense. *** Certain information on this page has been omitted and filed separately negotiate with the Securities and Exchange Commissioninfringed party for such a license. Confidential treatment has been requested HEMAGEN's indemnification resulting from any infringement on third party patent shall exclude DISTRIBUTOR's costs involved in negotiation with respect to the omitted portionsany infringed party for such a license.

Infringement. If during 7.1 In the term event that LICENSEE shall learn of this Agreementinfringement of the Popcorn Foundation Seed Line, either party becomes aware or wrongful use of a third party the Popcorn Foundation Seed Line, LICENSEE shall notify ISURF in writing to such effect and provide ISURF with evidence thereof in LICENSEE's possession. ISURF shall use its best efforts to terminate the infringement or threatened infringement of any Licensed Patentswrongful use without litigation. If such efforts are not successful, the following provisions shall apply: (a) Introgen shall have the right, but not the obligation, to bring suit (itself or through a designee) to enforce the Licensed Patents, and/or to defend any declaratory judgment action with respect theretoISURF, in each case with respect its discretion, may cause suit to the manufacturebe brought for infringement or other wrongful use. If requested by ISURF, sale or use of a product within the Field; provided, however, that Introgen shall keep Corixa reasonably informed as to the defense and/or settlement of such action. Corixa shall have the right to participate in any such action with counsel of its own choice at its own expense. Without limiting the provisions of Section 7.3 below, Corixa LICENSEE agrees to cooperate with Introgen ISURF in any infringement or other proceeding that ISURF may institute. ARTICLE VIII - WARRANT 8.1 ISURF does not warrant the validity or scope of any legal protection that become licensed under this agreement. 8.2 ISURF makes no warranty, expressed or implied, that the Popcorn Foundation Seed Line will be successful for the production of popcorn seed. ARTICLE IX - WARRANTIES & INDEMNIFICATION 9.1 ISURF makes no representations, warranties or conditions other than those expressed in this clause. The liability of ISURF with respect to actions brought by Introgen under this Section 7.2(a) at Introgen’s request and expense. If Introgen decides to undertake any misdescription of or deviation from the characteristics of such suit, then any amounts received by Introgen in such Action Popcorn Foundation Seed Line with respect to infringement that occurred prior any misrepresentation or breach of condition or warranty, expressed or implied, is limited to refunding the judgment awarding such amounts shall be included, after deducting purchase price of the costs incurred by Introgen in connection with such Action, in Annual Net Sales hereunderseed sold. (b) If Introgen elects not to so initiate an action to enforce 9.2 LICENSEE agrees that it will indemnify and hold harmless ISURF, its trustees, officers, employer, affiliates, from any suits, costs or charges as a result of the Licensed Patents against a commercially significant infringement manufacture, use or sale by a Third Party within LICENSEE of the Field, within one hundred eighty (180) days of a request by Corixa to do so, Corixa may initiate such action at its expense; provided, however, that Corixa shall keep Introgen reasonably informed as to the defense and/or settlement of such action, as requested from time to time by Introgen, and provided that there is not then ongoing a litigation in any country with respect to the Licensed Technology. Introgen shall have the right to participate in any such action with counsel of its own choice at its own expense. Introgen agrees to cooperate with Corixa with respect to actions brought by Corixa under this Section 7.2(b) at Corixa’s request and expense. If Corixa undertakes such suit, then, after deducting the costs incurred by Corixa in connection with such Action, Introgen shall be entitled to receive [***] ([***]%) of any amounts received by Corixa in such actionPopcorn Foundation Seed Line. (c) Upon Introgen’s reasonable request, Corixa agrees 9.3 LICENSEE shall obtain and carry in full force and effect liability insurance which shall protect LICENSEE and ISURF in regard to use reasonable efforts, including, but not limited to, with respect to the exercise of rights under the Columbia Agreement (as defined in Section 10.1) to cause Columbia (as defined in Section 10.1) to cooperate in any suit, action or other proceeding under this Section 7.2, at Introgen’s expense. *** Certain information on this page has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portionsevents covered by 9.2 above.

Infringement. If at any time during the term of this Agreement, Agreement either party becomes MTI or Biocoat (a “party”) shall become aware of a any third party party’s infringement or threatened infringement in the Field of any Patent claim or claims embracing a Licensed Patents, Product sold by MTI the following provisions shall apply: (a) Introgen 9.1 The party having such knowledge shall have the right, but not the obligation, to bring suit (itself or through a designee) to enforce the Licensed Patents, and/or to defend any declaratory judgment action with respect thereto, in each case with respect forthwith give notice to the manufacture, sale or use of a product within other party. If there is disagreement between the Field; provided, however, that Introgen shall keep Corixa reasonably informed parties as to whether the defense and/or settlement act complained of is in fact an infringement of any patent claim or claims, the parties shall refer such issue to a mutually acceptable independent patent counsel. The opinion of such action. Corixa counsel shall be final and binding on the parties and costs incurred in that regard shall be shared fifty percent (50%) by MTI and fifty percent (50%) by Biocoat. 9.2 If within ninety (90) days following receipt of notice from MTI to Biocoat of any such infringement or ninety (90) days after receipt of the opinion of independent patent counsel concluding existence of such infringement, Biocoat fails to halt such infringement or to initiate litigation to do so, MTI shall have the right to participate initiate such litigation in its own name or in the name of Biocoat as it deems necessary or appropriate. Biocoat shall cooperate with MTI as is reasonably necessary in any such action with counsel of litigation brought by MTI in its own choice at its own expensename or in Biocoat’s name. Without limiting the provisions of Section 7.3 belowIn addition, Corixa agrees to cooperate with Introgen with respect to actions brought by Introgen under this Section 7.2(a) at Introgen’s request and expense. If Introgen decides to undertake such suit, then any amounts received by Introgen in such Action with respect to infringement that occurred prior to the judgment awarding such amounts shall be included, after deducting the costs incurred by Introgen in connection with such Action, in Annual Net Sales hereunder. (b) If Introgen elects not to so initiate an action to enforce the Licensed Patents against a commercially significant infringement by a Third Party within the Field, within one hundred eighty (180) days of a request by Corixa to do so, Corixa may initiate such action at its expense; provided, however, that Corixa shall keep Introgen reasonably informed as to the defense and/or settlement of such action, as requested from time to time by Introgen, and provided that there is not then ongoing a litigation in any country with respect to the Licensed Technology. Introgen Biocoat shall have the right to participate determine what proportion, if any, of the expenses of such litigation it will bear by providing written notice thereof to MTI within thirty (30) days of the date of receipt by Biocoat of notice that MTI has initiated litigation (it is understood by the parties that the proportion of expenses borne by Biocoat shall determine Biocoat’s s hare of monetary recover as provided in Section 9.3 below). 9.3 In the event any such action with counsel of its own choice at its own expense. Introgen agrees to cooperate with Corixa with respect to actions brought by Corixa under this Section 7.2(b) at Corixa’s request and expense. If Corixa undertakes such suit, then, after deducting the costs incurred by Corixa monetary recovery in connection with such Actionlitigation is obtained (regardless of whether MTI or Biocoat brought such litigation ), Introgen such monetary recovery shall be entitled to receive [***] ([***]%) of any amounts received by Corixa applied in such action. (c) Upon Introgen’s reasonable requestthe following priority: first, Corixa agrees to use reasonable efforts, including, but not limited to, with respect to the exercise reimbursement of rights under Biocoat and MTI for their out-of-pocket expenses (including reasonable attorneys fees) in connection with such litigation; second, the Columbia Agreement (balance to be shared by Biocoat and MTI in proportion to the amounts spent by the parties in conducting the litigation as defined provided in Section 10.1) to cause Columbia (as defined 9.2 above. If the monetary recovery is less than the out-of-pocket expenses of Biocoat and MTI, reimbursement of these expenses shall be on a pro-rata basis. If the monetary recover is less than the out-of-pocket expenses of Biocoat and MTI, reimbursement of these expenses shall be in Section 10.1) to cooperate in any suit, action or other proceeding under this Section 7.2, at Introgen’s expense. *** Certain information on this page has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect proportion to the omitted portionsamount spent by the parties in conducting the litigation as provided herein.

Infringement. If during 11.1 During the term of this Agreement, either party becomes aware of a third party infringement or threatened infringement of any Licensed Patents, LICENSEE has the following provisions shall apply: (a) Introgen shall have the right, but not the obligation, first option to bring suit (itself or through a designee) to enforce police the Licensed Patents, and/or Products and Processes against infringement by other parties within the Territory and the Field of Use. This right to defend police includes defending any action for declaratory judgment action of noninfringement or invalidity; and prosecuting, defending or settling all infringement and declaratory judgment actions at its expense and through counsel of its selection, except that LICENSEE shall make any such settlement only with respect thereto, in each case the advice and consent of MICHIGAN. MICHIGAN shall provide reasonable assistance to LICENSEE with respect to the manufacturesuch actions, sale but only if LICENSEE reimburses MICHIGAN for out-of-pocket expenses incurred in connection with any such assistance rendered at LICENSEE’s request or use of reasonably required by MICHIGAN. If LICENSEE elects to institute any such action or suit, MICHIGAN agrees to be named as a product within the Field; provided, however, that Introgen shall keep Corixa reasonably informed as to the defense and/or settlement of such actionnominal party therein. Corixa shall have MICHIGAN retains the right to participate in any such action participate, with counsel of its own choice choosing and at its own expense. Without limiting the provisions , in any action under this Paragraph 11.1. 11.2 If LICENSEE institutes an action for infringement of Section 7.3 below, Corixa agrees to cooperate with Introgen a Licensed Patent or defends a declaratory judgment or other action with respect to actions brought a Licensed Patent and receives settlement payments or damages awarded, LICENSEE may first recover (A) actual outside attorney fees and other direct, out-of-pocket litigation expenses (not to include any compensation paid to employees of LICENSEE or Affiliates) paid and unrecovered by Introgen LICENSEE, (B) compensation for violation of rights other than rights relating to the Licensed Patents, (C) enhanced damages for willfulness, including punitive or treble damages; from any sums remaining, MICHIGAN shall be entitled to one percent of the net sales of Products and Processes of other parties subject to any such settlement, verdict, or judgment. Amounts due to MICHIGAN under this Section 7.2(a) at Introgen’s request and expenseParagraph shall not exceed any such sums remaining. If Introgen decides LICENSEE has paid or pays an annual fee to undertake such suitMICHIGAN under Paragraph 4.5 in the same year LICENSEE receives a payment or award as set out above, then any amounts received by Introgen in such Action with respect LICENSEE may credit that annual fee against the share of the payment or award otherwise due to infringement MICHIGAN, exactly as if that occurred prior share represented additional royalties due from LICENSEE, pursuant to the judgment awarding such amounts shall be included, after deducting the costs incurred by Introgen in connection with such Action, in Annual Net Sales hereunderParagraph 4.5. (b) 11.3 If Introgen elects not LICENSEE fails to so initiate an take action to enforce the ▇▇▇▇▇ any alleged infringement of a Licensed Patents against a commercially significant infringement by a Third Party Patent within the Field, within one hundred eighty six (1806) days months of a request by Corixa MICHIGAN to do soso (or within a shorter period if required to preserve the legal rights of MICHIGAN under the laws of any relevant government or political subdivision thereof), Corixa may initiate then MICHIGAN has the right to take such action (including prosecution of a suit) at its expense; provided, however, that Corixa expense and LICENSEE shall keep Introgen reasonably informed as use reasonable efforts to the defense and/or settlement of cooperate in such action, as requested from time at LICENSEE’s expense. If MICHIGAN elects to time by Introgen, and provided that there is not then ongoing a litigation in any country with respect to the Licensed Technology. Introgen shall have the right to participate in institute any such action with counsel of its own choice at its own expense. Introgen or suit, LICENSEE agrees to cooperate with Corixa with respect be named as a nominal party therein. MICHIGAN has full authority to actions brought by Corixa settle on such terms as MICHIGAN determines, except that MICHIGAN shall not reach any settlement whereby it licenses a third party under this Section 7.2(b) at Corixa’s request any Licensed Patents in the Territory and expensethe Field of Use without the consent of LICENSEE, which consent LICENSEE can withhold for any reason. If Corixa undertakes such suit, then, after deducting the costs incurred by Corixa in connection with such Action, Introgen shall be entitled to receive [***] MICHIGAN retains one hundred percent ([***]100%) of any amounts received by Corixa in such action. (c) Upon Introgen’s reasonable request, Corixa agrees to use reasonable efforts, including, but not limited to, with respect to the exercise of rights recovery or settlement under the Columbia Agreement (as defined in Section 10.1) to cause Columbia (as defined in Section 10.1) to cooperate in any suit, action or other proceeding under this Section 7.2, at Introgen’s expense. *** Certain information on this page has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portionsthis

Infringement. If during A. Licensee and CMCC shall each inform the term other promptly in writing of any alleged infringement by a third party of the Patent Rights in the Field of Use and of any available evidence thereof. B. During the Term of this Agreement, either party becomes aware of a third party infringement or threatened infringement of any Licensed Patents, the following provisions shall apply: (a) Introgen CMCC shall have the right, but shall not be obligated, to prosecute at its own expense any infringement of the obligationPatent 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. No settlement, consent judgment or other voluntary final disposition of the suit that adversely affects the rights of Licensee under this Agreement may be entered into without the consent of Licensee. The total cost of any infringement action commenced or defended solely by CMCC shall be borne by CMCC. Any recovery or damages for past infringement derived therefrom will first be applied to CMCC and Licensee's expenses, including reasonable attorney's fees, in connection therewith, and any balance remaining then will be divided eighty percent (80%) to CMCC and twenty percent (20%) to Licensee. C. If within three (3) months after having been notified with sufficient facts 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 notifies Licensee of its intention not to bring suit against any alleged infringer then, provided that the exclusive license granted to Licensee in ARTICLE II is still in effect for such relevant Patent Rights, Licensee shall have the right, but shall not be obligated, to prosecute at its own expense any infringement of the Patent Rights. CMCC hereby agrees that Licensee may include CMCC as a party plaintiff in any such suit, without expense to CMCC. 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 order for costs that may be made against CMCC in such proceedings to the extent that such order does not relate to or arise from CMCC's negligence, reckless misconduct or intentional misconduct during such proceeding. D. In the event Licensee shall undertake the enforcement and/or defense of the Patent Rights by litigation pursuant to Paragraph C of this ARTICLE VII, Licensee may withhold up to fifty percent (itself 50%) of the payments otherwise thereafter due to CMCC under ARTICLE IV above and apply the same toward reimbursement of up to fifty percent (50%) of Licensee's expenses, including reasonable attorney's fees, in connection therewith provided that Licensee sends a quarterly report to CMCC detailing such expenses, offset and withholdings. 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 payments under ARTICLE IV past due or through a designeewithheld and applied pursuant to this ARTICLE VII. Any balance remaining will then be divided eighty percent (80%) to enforce Licensee and twenty percent (20%) to CMCC. E. In the Licensed Patents, and/or to defend any event that a declaratory judgment action with respect theretoalleging invalidity or non-infringement of any of the Patent Rights shall be brought against Licensee, in each case with respect to CMCC, at its option, shall have the manufactureright, sale or use of a product within the Field; provided, however, that Introgen shall keep Corixa reasonably informed as to the defense and/or settlement thirty (30) days after commencement of such action. Corixa shall have , to intervene and participate along with Licensee in the right to participate in any such defense of the action with counsel of its own choice at its own expense. Without limiting the provisions of Section 7.3 below, Corixa agrees to cooperate with Introgen with respect to actions brought by Introgen under this Section 7.2(a) at Introgen’s request and expense. If Introgen decides to undertake such suit, then any amounts received by Introgen in such Action with respect to infringement that occurred prior to the judgment awarding such amounts shall be included, after deducting the costs incurred by Introgen in connection with such Action, in Annual Net Sales hereunder. (b) If Introgen elects not to so initiate an action F. In any infringement suit which either Party may institute to enforce the Licensed Patents against a commercially significant infringement by a Third Patent Rights pursuant to this Agreement, the other Party within the Fieldhereto shall cooperate in all reasonable respects and, within one hundred eighty (180) days of a request by Corixa to do so, Corixa may initiate such action at its expense; provided, however, that Corixa shall keep Introgen reasonably informed as to the defense and/or settlement extent reasonably possible, have its employees testify when requested and make available relevant records, papers, information, samples, specimens, and the like. 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 upfront fees paid to Licensee as part of such actiona sublicense shall be shared between Licensee and CMCC in accordance with the terms of ARTICLE IV, Paragraph C as requested from time to time by Introgen, and provided that there is not then ongoing a litigation in any country with respect to the Licensed Technology. Introgen shall have the right to participate in any such action with counsel of its own choice at its own expense. Introgen agrees to cooperate with Corixa with respect to actions brought by Corixa if they were Sublicensee Payments under this Section 7.2(b) at Corixa’s request and expense. If Corixa undertakes such suit, then, after deducting the costs incurred by Corixa in connection with such Action, Introgen shall be entitled to receive [***] ([***]%) of any amounts received by Corixa in such actionAgreement. (c) Upon Introgen’s reasonable request, Corixa agrees to use reasonable efforts, including, but not limited to, with respect to the exercise of rights under the Columbia Agreement (as defined in Section 10.1) to cause Columbia (as defined in Section 10.1) to cooperate in any suit, action or other proceeding under this Section 7.2, at Introgen’s expense. *** Certain information on this page has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions

Infringement. If during CSURF and Licensee agree to promptly inform the term other party in writing of this Agreement, either party becomes aware of a third party infringement or threatened any suspected infringement of the Patent Rights or Technical Information along with any Licensed Patentsavailable evidence of such infringement lawfully in the possession of Licensee or its Sublicensees. 7.5.1 Licensee has the first right to enforce the Patent Rights in the Field and Territory against infringers or otherwise act to eliminate infringement at its sole cost and expense provided Licensee keeps CSURF fully informed with the right and opportunity to advise and comment. CSURF will reasonably cooperate, at Licensee’s expense, in any such actions. Licensee shall act in good faith to preserve CSURF’s right, title and interest in and to the following provisions Patent Rights. Licensee shall applypay to CSURF 25% of any recovery in such suit or settlement, net of all reasonable and documented out-of-pocket costs and expenses associated with such suit or settlement 7.5.2 If any infringement of the Patent Rights which could, in the reasonable judgment of CSURF, be discontinued has not been discontinued within six (6) months after written request by Licensee to CSURF, and Licensee and any Sublicensee have fully cooperated, or if CSURF has not by the end of such period taken action intended to a▇▇▇▇ or terminate the infringing action, and: (ai) Introgen shall have Licensee’s rights under the right, but not the obligation, Patent Rights are sufficient to bring suit (itself or through a designee) give Licensee standing to enforce the Licensed PatentsPatent Rights without CSURF or CSU; and (ii) Licensee provides CSURF with an unambiguous opinion of an outside patent counsel that the complained of activity is an infringement and that enforcement of the Patent Rights will not constitute patent misuse or abuse, and/or to defend any declaratory judgment action with respect thereto, in each case with respect to the manufacture, sale or use of a product within the Field; provided, however, that Introgen shall keep Corixa reasonably informed as to the defense and/or settlement of such action. Corixa then Licensee shall have the right to participate file a lawsuit to seek to stop such activity at its own cost and expense. CSURF may join in such proceedings if it elects to do so in its sole discretion. CSURF will reasonably cooperate, at Licensee’s expense, in any such action with counsel of its own choice at its own expenseactions. Without limiting the provisions of Section 7.3 belowLicensee shall act in good faith to preserve CSURF’s right, Corixa agrees to cooperate with Introgen with respect to actions brought by Introgen under this Section 7.2(a) at Introgen’s request title and expense. If Introgen decides to undertake such suit, then any amounts received by Introgen interest in such Action with respect to infringement that occurred prior and to the judgment awarding such amounts shall be included, after deducting the costs incurred by Introgen in connection with such Action, in Annual Net Sales hereunder. (b) If Introgen elects not to so initiate an action to enforce the Licensed Patents against a commercially significant infringement by a Third Party within the Field, within one hundred eighty (180) days of a request by Corixa to do so, Corixa may initiate such action at its expense; provided, however, that Corixa Patent Rights and shall keep Introgen reasonably informed CSURF advised as to the defense and/or settlement status of the litigation. Licensee shall pay to CSURF 25% of any recovery in such actionsuit or settlement, as requested from time to time by Introgen, net of all reasonable and provided that there documented out-of- pocket costs and expenses associated with such suit or settlement. 7.5.3 Licensee is not then ongoing permitted to settle any action that would impose any material obligation on or make any admission of fault on behalf of CSURF, including compromising the Patent Rights, without CSURF’s express written consent, which it may withhold. Nothing herein shall prevent CSURF from requiring that Licensee grant such third party infringer a litigation in any country with respect sublicense permitting such infringer of the Patent Rights to the Licensed Technology. Introgen shall have the right to participate in any such action with counsel of its own choice at its own expense. Introgen agrees to cooperate with Corixa with respect to actions brought by Corixa under this Section 7.2(b) at Corixa’s request and expense. If Corixa undertakes such suit, then, after deducting the costs incurred by Corixa in connection with such Action, Introgen shall be entitled to receive [***] ([***]%) of any amounts received by Corixa in such action. (c) Upon Introgen’s reasonable request, Corixa agrees to use reasonable efforts, including, but not limited to, with respect to the exercise of rights practice under the Columbia Agreement (as defined Patent Rights if such practice is allowed under a settlement arrangement entered into by CSURF in Section 10.1) to cause Columbia (as defined in Section 10.1) to cooperate in any suit, action or other proceeding under this Section 7.2, at Introgen’s expense. *** Certain information on this page has been omitted and filed separately good faith with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portionsa third party infringer.

Infringement. If during 8.1 With respect to the term of trademark that is exclusively licensed to Licensee pursuant to this Agreement, either party becomes aware of a third party infringement or threatened Licensee shall have the right to prosecute in its own name, and at its own expense, any infringement of the trademark, so long as such license is exclusive at the time of the commencement of such action. The parties agree to notify the other promptly of each infringement of trademark of which either becomes aware. Before Licensee commences an action with respect to any Licensed Patentsinfringement of such patents, Licensee shall give careful consideration to the following provisions shall applyviews of Licensor and to potential effects on the Licensor's interest in making its decision whether or not to sue. 8.2 If Licensee elects to commence an action as described above: (a) Introgen shall have the right, but not the obligationLicensor may, to bring suit (itself or through the extent permitted by law, elect to join as a designee) to enforce the Licensed Patents, and/or to defend any declaratory judgment action with respect thereto, party in each case with respect to the manufacture, sale or use of a product within the Field; provided, however, that Introgen shall keep Corixa reasonably informed as to the defense and/or settlement of such action. Corixa Regardless of whether Licensor elects to join as a party, Licensor shall have the right to participate in any such action cooperate fully with counsel of its own choice at its own expense. Without limiting the provisions of Section 7.3 below, Corixa agrees to cooperate with Introgen with respect to actions brought by Introgen under this Section 7.2(a) at Introgen’s request and expense. If Introgen decides to undertake such suit, then any amounts received by Introgen in such Action with respect to infringement that occurred prior to the judgment awarding such amounts shall be included, after deducting the costs incurred by Introgen Licensee in connection with any such Action, in Annual Net Sales hereunderaction. (b) If Introgen if Licensor elects not to so initiate an action join as a party pursuant to enforce subparagraph (a), Licensor shall jointly control the Licensed Patents against a commercially significant infringement by a Third Party within the Field, within one hundred eighty (180) days of a request by Corixa to do so, Corixa may initiate such action at its expense; provided, however, that Corixa shall keep Introgen reasonably informed as to the defense and/or settlement of such action, as requested from time to time by Introgen, and provided that there is not then ongoing a litigation in any country with respect to the Licensed Technology. Introgen shall have the right to participate in any such action with counsel of its own choice at its own expense. Introgen agrees to cooperate with Corixa with respect to actions brought by Corixa under this Section 7.2(b) at Corixa’s request and expense. If Corixa undertakes such suit, then, after deducting the costs incurred by Corixa in connection with such Action, Introgen shall be entitled to receive [***] ([***]%) of any amounts received by Corixa in such actionLicensee. (c) Upon Introgen’s Licensee shall reimburse Licensor for any costs Licensor incurs, including reasonable requestattorneys' fees, Corixa agrees as part of an action brought by Licensee, irrespective of whether Licensor becomes a co-plaintiff. 8.3 No settlement, consent judgment or other voluntary final disposition of the suit may be entered into without the prior written consent of Licensor, which shall not be unreasonably withheld. 8.4 Recoveries or reimbursements from actions commenced pursuant to this Article shall first be applied to reimburse Licensee and Licensor for litigation costs. Any remaining recoveries or reimbursements shall be shared equally by Licensee and Licensor. 8.5 If Licensee elects not to exercise its right to prosecute an infringement of the trademark pursuant to this Article, Licensor may do so at its own expense, controlling such action and retaining all recoveries therefrom. Licensee shall cooperate fully with Licensor in connection with any such action. 8.6 Without limiting the generality of paragraph 8.5 in, Licensor may, at its election and by notice to Licensee, establish a time limit of sixty (60) days for Licensee to decide whether to prosecute any infringement of which Licensor is, or becomes aware. If, by the end of such sixty (60)-day period, Licensee has not commenced such an action, Licensor may prosecute such an infringement at its own expense, controlling such action and retaining all recoveries therefrom. With respect to any such infringement action prosecuted by Licensor in good faith, Licensee shall pay over to Licensor any payments (whether or not designated as "royalties") made by the alleged infringer to Licensee under any existing or future sublicense authorizing the use reasonable effortsof the trademark, up to the amount of Licensor's unreimbursed litigation expenses (including, but not limited to, with respect reasonable attorneys' fees). 8.7 If a declaratory judgment action is brought naming Licensee as a defendant and alleging invalidity of the trademark, Licensor may elect to take over the exercise sole defense of rights under the Columbia Agreement (as defined in Section 10.1) to cause Columbia (as defined in Section 10.1) to cooperate in any suit, action or other proceeding under this Section 7.2, at Introgen’s its own expense. *** Certain information on this page has been omitted and filed separately Licensee shall cooperate fully with the Securities and Exchange Commission. Confidential treatment has been requested Licensor in connection with respect to the omitted portionsany such action.

Infringement. If during Each of Syntex and Biomatrix will promptly notify the term other party in writing of this Agreementany infringement of a Patent or Trademark or unauthorized disclosure or use of any Confidential Information, either party of which it becomes aware of a third party infringement or threatened infringement of any Licensed Patents, in the following provisions shall apply: (a) Introgen Territory. Biomatrix shall have the rightexclusive right to take all legal action in the Territory it deems necessary or advisable to eliminate or minimize the consequences of such infringement of a Patent or Trademark in the Territory. For the purpose of taking any such legal action, but Biomatrix shall have the right to use 38 -36- the name of Syntex as plaintiff, either solely or jointly in accordance with the applicable rules of procedure. Syntex shall promptly furnish Biomatrix with whatever written authority may be required in order to enable Biomatrix to use Syntex's name in connection with any such legal action, and shall otherwise cooperate fully and promptly with Biomatrix in connection with any such action, provided that Biomatrix shall promptly reimburse Syntex's direct out-of-pocket expenses incurred in connection therewith. All proceeds realized upon any judgment or settlement regarding such action (net of all direct out-of-pocket expenses relating thereto) shall be shared * Notwithstanding the foregoing, if Biomatrix (i) notifies Syntex in writing that it does not intend to exercise its rights to take legal action in the obligationTerritory to eliminate or minimize the consequences of an infringement of a Patent or Trademark in the Territory or (ii) fails to commence such action * following either party's notification to the other party of such infringement, then Syntex shall be entitled, at its own cost and expense, to bring suit (itself or through a designee) to enforce the Licensed Patentstake such legal action, and/or to defend any declaratory judgment action and Biomatrix shall cooperate with respect thereto, Syntex in each case with respect connection therewith to the manufacture, sale or use of a product within same extent and upon the Fieldsame terms as Syntex is required to cooperate with Biomatrix when Biomatrix exercises its rights under this Section 14; provided, however, that Introgen shall keep Corixa reasonably informed as to the defense and/or settlement of such action. Corixa shall have the right to participate in any such action with counsel of its own choice at its own expense. Without limiting the provisions of Section 7.3 below, Corixa agrees to cooperate with Introgen with respect to actions brought by Introgen under this Section 7.2(a) at Introgen’s request and expense. If Introgen decides to undertake such suit, then any amounts received by Introgen in such Action with respect to infringement that occurred prior to the judgment awarding such amounts shall be included, after deducting the costs incurred by Introgen in connection with such Action, in Annual Net Sales hereunder. (b) If Introgen elects not to so initiate an action to enforce the Licensed Patents against a commercially significant infringement by a Third Party within the Field, within one hundred eighty (180) days of a request by Corixa to do so, Corixa may initiate such action at its expense; provided, however, that Corixa shall keep Introgen reasonably informed as to the defense and/or settlement of such action, as requested from time to time by Introgen, and provided that there is not then ongoing a litigation in any country with respect to the Licensed Technology. Introgen shall have the right to participate in any such action with counsel of its own choice at its own expense. Introgen agrees to cooperate with Corixa with respect to actions brought by Corixa under this Section 7.2(b) at Corixa’s request and expense. If Corixa undertakes such suit, then, after deducting the costs incurred by Corixa in connection with such Action, Introgen Biomatrix shall be entitled to receive [***] an amount equal to * of the amount ([***]%net of Syntex's direct out-of-pocket expenses in prosecuting such action) of any amounts received by Corixa in such actionjudgement award or settlement payable to Syntex. (c) Upon Introgen’s reasonable request, Corixa agrees to use reasonable efforts, including, but not limited to, with respect to the exercise of rights under the Columbia Agreement (as defined in Section 10.1) to cause Columbia (as defined in Section 10.1) to cooperate in any suit, action or other proceeding under this Section 7.2, at Introgen’s expense. *** Certain information on this page has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions

Infringement. (a) If during the term of this Agreement, either party Licensor or the Licensee becomes aware of a third party infringement or threatened any infringement of any Licensed Patents, the following provisions shall apply: (a) Introgen shall have the right, but not the obligation, to bring suit (itself or through a designee) to enforce the Licensed Patents, and/or to defend any declaratory judgment action with respect thereto, in each case patent issued with respect to the manufactureTechnology, sale or use such party shall immediately notify the other party, in writing, of a product the details of such infringement. If any such patent is infringed within the Field; providedUnited States, howeverthe Licensee may, that Introgen shall keep Corixa reasonably informed as to the defense and/or settlement of such action. Corixa shall have the right to participate in any such action with counsel of its own choice at its own expense. Without limiting , prosecute any action necessary to protect the- rights of each of the provisions of Section 7.3 below, Corixa agrees parties to cooperate with Introgen with respect to actions brought by Introgen under this Section 7.2(a) at Introgen’s request and expenseAgreement. If Introgen decides the Licensee elects not to undertake prosecute such suitaction, then this license shall terminate unless this requirement is waived by the Licensor in writing. If the patent licensed hereunder is infringed in a foreign country, and such infringement is "substantial," the Licensee may, at its own expense, prosecute any amounts received by Introgen action necessary to proteet the rights of each of the parties to this Agreement. If the Licensee elects not to prosecute such action, the Licensee's exclusive license to manufacture, use, sell and sublicense in such Action with respect country shall terminate. For purposes of this paragraph, an infrinqement within a foreign country will be deemed to be "substantial" if the Licensee, or its sublicensee, experiences more than a 25% reduction in sales in such country after introduction in the market in such country of the infringing product. If the Licensee elects to prosecute an infringement that occurred prior to upon any patent covering the judgment awarding such amounts Technology and its improvements, the Licensee shall be includedresponsible for all costs, after deducting the costs incurred by Introgen in connection with such Actionexpenses and judgments associated therewith, in Annual Net Sales hereunderand shall be solely entitled to any monetary award or judgment resulting therefrom. (b) If Introgen elects not to so initiate an Should any action to enforce be commenced against the Licensed Patents against Licensor or the Licensee, by the filing of a commercially significant infringement by a Third Party Complaint which alleges that the Technology, or any of its improvements included within the Fieldscope of the license granted hereunder, within one hundred eighty (180) days infringes the claims of a request by Corixa to do soany letters patent, Corixa may initiate the Licensee shall have the option of defending such action at its own cost and expense; provided, however, that Corixa shall keep Introgen reasonably informed as to the defense and/or settlement of such action, as requested from time to time by Introgen, and provided that there is not then ongoing a litigation in any country with respect to the Licensed Technology. Introgen Licensor shall have the right to participate in any such action with counsel of its own choice at its own expense. Introgen agrees to cooperate with Corixa with respect to actions brought by Corixa under this Section 7.2(b) at Corixa’s request and expense. If Corixa undertakes such suit, then, after deducting the costs incurred by Corixa in connection fully with such Action, Introgen shall be entitled to receive [***] ([***]%) of any amounts received by Corixa in such actiondefense. (c) Upon Introgen’s reasonable request, Corixa agrees to use reasonable efforts, including, but not limited to, with respect to If the exercise of rights under the Columbia Agreement (as defined in Section 10.1) to cause Columbia (as defined in Section 10.1) to cooperate Licensor is compelled in any suitsuit which the Licensee may institute or defend to join the Licensor as a party plaintiff or party defendant, action then the Licensor shall not be chargeable for any costs or other proceeding under this Section 7.2expenses, at Introgen’s expenseexcept its attorneys' fees should he elect separate representation, except as otherwise specifically provided herein. *** Certain information on this page has been omitted In connection with such suits, the Licensor shall execute all documents necessary or desirable, and filed separately with the Securities and Exchange Commission. Confidential treatment has been Licensor shall testify in any suit when requested with respect to do so by the omitted portionsLicensee.

Infringement. If during UIRF and Licensee agree to promptly inform the term other party in writing of this Agreementany suspected infringement of the Patent Rights or Technical Information along with any available evidence of such infringement lawfully in the possession of Licensee or its Sublicensee(s). 7.5.1 Licensee has the first right to enforce the Patent Rights in its name in the Field of Use and Territory against infringers or otherwise act to eliminate infringement at its sole cost and expense, either provided that the license is exclusive at the commencement of the action and remains exclusive throughout the action, and provided Licensee keeps UIRF fully informed with the right and opportunity to advise and comment. Prior to commencing any such action an exclusive Licensee will give careful consideration to the views of UIRF and to the potential effects on the public interest in making a decision whether or not to sue and, in the case of the Sublicensee(s) not a party becomes aware to such action, Licensee agrees to report UIRF’s views to the Sublicensee(s). UIRF will reasonably cooperate, at Licensee’s expense, in any such actions. Licensee shall act in good faith to preserve UIRF’s right, title and interest in and to the Patent Rights. Licensee shall pay to UIRF 50% of any recovery in such suit or settlement, net of all reasonable and documented out-of-pocket costs and expenses associated with such suit or settlement. 7.5.2 Licensee is not permitted to settle or agree to a consent judgement in any action that would impose any material obligation on or make any admission of fault on behalf of UIRF, including compromising the Patent Rights, without UIRF’s express written consent, which it may withhold. In the event that L▇▇▇▇▇▇▇ decides not to enforce the Patent Rights against a third party infringement or threatened infringement infringer, nothing herein shall prevent UIRF from requiring that Licensee grant such third party infringer a sublicense permitting such infringer of the Patent Rights to practice under the Patent Rights if such practice is allowed under a settlement arrangement entered into by UIRF in good faith with a third party infringer. 7.5.3 If Licensee elects to sue for infringement, U▇▇▇ agrees to be named as nominal third party plaintiff if necessary to the commencement of any Licensed Patents, the following provisions shall apply: (a) Introgen shall have the right, but not the obligation, to bring suit (itself or through a designee) to enforce the Licensed Patents, and/or to defend any declaratory judgment action with respect thereto, in each case with respect to the manufacture, sale or use of a product within the Field; provided, however, that Introgen shall keep Corixa reasonably informed as to the defense and/or settlement of such action. Corixa shall have the right to participate in any such action with counsel of its own choice at its own expense. Without limiting the provisions of Section 7.3 below, Corixa agrees to cooperate with Introgen with respect to actions brought by Introgen under this Section 7.2(a) at Introgen’s request and expense. If Introgen decides to undertake such suit, then any amounts received by Introgen in such Action with respect to infringement that occurred prior to the judgment awarding such amounts shall be included, after deducting the costs incurred by Introgen in connection with such Action, in Annual Net Sales hereunder. (b) If Introgen elects not to so initiate an action to enforce the Licensed Patents against a commercially significant infringement by a Third Party within the Field, within one hundred eighty (180) days of a request by Corixa to do so, Corixa may initiate such action at its expense; provided, however, that Corixa shall keep Introgen reasonably informed as to the defense and/or settlement of such action, as requested from time to time by Introgen, and provided that there is not then ongoing a litigation in any country with respect to the Licensed Technology. Introgen shall have the right to participate in any such action with counsel of its own choice at its own expense. Introgen further agrees to cooperate with Corixa with respect provide any information available to actions brought UIRF and needed by Corixa under this Section 7.2(b) at Corixa’s request and expense. If Corixa undertakes such suit, then, after deducting the costs incurred by Corixa Licensee in connection with such Action, Introgen shall be entitled to receive [***] ([***]%) of any amounts received by Corixa in prosecuting such action. (c) Upon Introgen’s reasonable request, Corixa agrees to use reasonable efforts, including, but not limited to, with respect to the exercise of rights under the Columbia Agreement (as defined in Section 10.1) to cause Columbia (as defined in Section 10.1) to cooperate in any suit, action or other proceeding under this Section 7.2, at Introgen’s expense. *** Certain information on this page has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions

Infringement. 5.3.1 If during either Party believes that an infringement by a Third Party with respect to any SBP Patent Right is occurring or may potentially occur, the term knowledgeable Party will provide the other Party with (a) written notice of such infringement or potential infringement and (b) evidence of such infringement or potential infringement (the “Infringement Notice”). During the period in which, and in the jurisdiction where, Cerecor has exclusive rights under this Agreement, either neither SBP or Cerecor will notify such a Third Party (including the infringer) of infringement or put such Third Party on notice of the existence of Licensed Patent Rights without first obtaining the written consent of the other Party. Both SBP and Cerecor will use their diligent efforts to cooperate with each other to terminate such infringement without litigation. 5.3.2 If infringing activity of potential commercial significance has not been abated within ninety (90) days following the date the Infringement Notice for such activity was provided, then Cerecor may institute suit for patent infringement against the infringer. Prior to commencing any such action, Cerecor shall consult with SBP and shall consider the views of SBP regarding the advisability of the proposed action and potential effects on the public interest. SBP may voluntarily join such suit, subject to Cerecor reimbursing SBP’s Litigation Expenses, but may not thereafter commence suit against the infringer for the acts of infringement that are the subject of Cerecor’s suit or any judgment rendered in such suit; provided that SBP agrees to be named as a nominal third party becomes aware plaintiff, as the patentee, if necessary in cases in which it is required in order to sustain standing requirements. Except as set forth in the prior sentence, Cerecor may not join SBP in a suit initiated by Cerecor without SBP’s prior written consent. If in a suit initiated by Cerecor, SBP is involuntarily joined other than by Cerecor, then Cerecor and SBP may choose mutually agreeable co-counsel, and Cerecor will pay the Litigation Expenses incurred by SBP arising out of such suit, including any legal fees of co-counsel; provided that SBP and Cerecor each may engage separate counsel in addition to co-counsel at the engaging Party’s expense. Cerecor shall be free to enter into a settlement, consent judgment or other voluntary disposition, provided that any settlement, consent judgment or other voluntary disposition that (a) limits the scope, validity or enforcement of Licensed Patent Rights or (b) admits fault or wrongdoing on the part of Cerecor or SBP must be approved in advance by SBP in writing. Cerecor’s request for such approval shall include complete copies of final settlement documents, a detailed summary of such settlement, and any other information material to such settlement. SBP shall provide Cerecor notice of its approval or denial within thirty (30) days of any request for such approval by Cerecor, provided that, in the event SBP wishes to deny such approval, such notice shall include a detailed written description of SBP’s reasonable objections to the proposed settlement, consent judgment, or other voluntary disposition. 5.3.3 If, within one hundred and twenty (120) days following the date the Infringement Notice was provided, infringing activity of potential commercial significance has not been abated and if Cerecor has not brought suit against the infringer, then SBP may at its sole cost and expense, following consultation with and good faith consideration of any Cerecor comments, and only if Cerecor fails to provide a reasonable basis for its decision, institute suit for patent infringement against the infringer. If SBP institutes such suit, then Cerecor may not join such suit without the prior written consent of SBP and may not thereafter commence suit against the infringer for the acts of infringement that are the subject of SBP’s suit or any judgment rendered in such suit. SBP shall be free to enter into a settlement, consent judgment or other voluntary disposition, provided that any settlement, consent judgment or other voluntary disposition that (a) limits the scope, validity or enforcement of Licensed Patent Rights, (b) admits fault or wrongdoing on the part of Cerecor or SBP must be approved in advance by SBP in writing or (c) grants the infringer or any Third Party a license or covenant not to ▇▇▇ under any of the Licensed Patent Rights. SBP’s request for such approval shall include complete copies of final settlement documents, a detailed summary of such settlement, and any other information material to such settlement. Cerecor shall provide SBP notice of its approval or denial within thirty (30) days of any request for such approval by SBP, provided that, in the event Cerecor wishes to deny such approval, such notice shall include a detailed written description of Cerecor’s reasonable objections to the proposed settlement, consent judgment, or other voluntary disposition. 5.3.4 In the event that any SBP Patent Right is the subject of a third party infringement Biosimilar Application or threatened the like, Cerecor and SBP will convene to mutually consider options for response. In the event that SBP and Cerecor cannot come to a mutually agreeable response, Cerecor will have unilateral rights to determine how and when respond. 5.3.5 Any recovery or settlement received in connection with any suit for infringement of any of the Licensed PatentsPatent Rights will be shared as follows: (i) first, 100% to the Party that filed the infringement suit or other enforcement action up to the total amount of Litigation Expenses incurred by such Party (including prior reimbursements of the other Party’s Litigation Expenses, including any Litigation Expenses of co-counsel); (ii) second, 100% of the remaining balance after payment pursuant to clause (i) to the Party that did not file the infringement suit or other enforcement action up to the total amount of Litigation Expenses incurred by such Party and not already reimbursed by the other Party and (iii) third, the following provisions remaining balance after payment pursuant to clauses (i) and (ii) shall applybe allocated as follows: (a) Introgen shall have for any suit that is initiated by Cerecor and in which SBP was not a party in the rightlitigation, but not the obligation, to bring suit (itself or through a designee) to enforce the Licensed Patents, and/or to defend any declaratory judgment action with respect thereto, in each case with respect to the manufacture, sale or use of a product within the Field; provided, however, that Introgen shall keep Corixa reasonably informed as to the defense and/or settlement of such action. Corixa shall have the right to participate in any such action with counsel of its own choice at its own expense. Without limiting the provisions of Section 7.3 below, Corixa agrees to cooperate with Introgen with respect to actions brought by Introgen under this Section 7.2(a) at Introgen’s request and expense. If Introgen decides to undertake such suit, then any amounts received by Introgen in such Action with respect to infringement that occurred prior to the judgment awarding such amounts portion shall be included, after deducting treated as Sublicense Income with SBP receiving its applicable percentage thereof as set forth in Section 4.5 and Cerecor shall receive the costs incurred by Introgen in connection with such Action, in Annual Net Sales hereunder.remainder; and (b) If Introgen elects not to so initiate an action to enforce for any suit that is initiated by Cerecor or SBP and that the Licensed Patents against a commercially significant infringement by a Third other Party within the Field, within one hundred eighty joins voluntarily (180) days of a request by Corixa to do so, Corixa may initiate such action at its expense; provided, however, that Corixa shall keep Introgen reasonably informed as but only to the defense and/or settlement of extent such action, as requested from time to time by Introgen, and provided that there voluntary joining is not then ongoing a litigation in any country with respect to the Licensed Technology. Introgen shall have the right to participate in any such action with counsel of its own choice at its own expense. Introgen agrees to cooperate with Corixa with respect to actions brought by Corixa allowed under this Section 7.2(bAgreement or expressly by the other Party in a separate agreement) at Corixaor involuntarily, the same percentage as the non-initiating party’s request and expense. If Corixa undertakes such suit, then, after deducting percentage of the costs total Litigation Expenses incurred by Corixa SBP and Cerecor, but in connection with such Action, Introgen no event shall be entitled to the non-initiating Party receive [***] less than twenty five percent ([***]25%) of any amounts received by Corixa in such actionrecovery, while the initiating party shall receive the remainder. (c) Upon Introgen’s reasonable request, Corixa agrees to use reasonable efforts, including, but not limited to, with respect to the exercise of rights under the Columbia Agreement (as defined in Section 10.1) to cause Columbia (as defined in Section 10.1) to cooperate in any suit, action or other proceeding under this Section 7.2, at Introgen’s expense. *** Certain information on this page has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions

Infringement. If during the term 7.1 GTx shall inform UTRF and UTRF shall inform GTx promptly in writing of this Agreement, either party becomes aware any alleged assertion and/or claim of a third party infringement or threatened infringement of the Licensed Patents by a Third Party and of any available evidence thereof. 7.2 GTx shall have the first, sole and exclusive right, but shall not be obligated, to prosecute or defend at its own expense all infringements or opposition, interference and ex parte proceedings of the Licensed Patents, including prosecuting for any misappropriation of Licensed Technology or Licensed Products. The Parties acknowledge that as to Licensed Patents that UTRF owns “in part”, such right on the following provisions part of GTx shall apply:not preclude UTRF’s co-owner(s) from taking any action they may have available to them in law or by contract. In furtherance of such right granted to GTx, UTRF hereby agrees that GTx may include UTRF as a party plaintiff in any such suit, without expense to UTRF. The total cost of any such infringement action commenced or defended by GTx shall be borne by GTx. No settlement, consent judgment, or other voluntary final disposition of such suits may be entered into without the consent of UTRF, provided that such consent shall not be unreasonably withheld and that UTRF shall not condition such consent on an increase in payments to UTRF hereunder. 7.3 If within six (a6) Introgen months after having been notified of an alleged infringement by a Third Party, GTx has not brought or is not diligently prosecuting an infringement action, or if GTx has notified UTRF at any time prior thereto of its intention not to bring suit against any alleged infringement of the Patents, then, and in those events only, UTRF shall have the right, but shall not the obligationbe obligated, to bring suit (itself or through a designee) to enforce prosecute at its own expense any infringement of the Licensed Patents, and/or and UTRF may, for such purposes, use the name of GTx as party plaintiff. No settlement, consent judgment, or other voluntary final disposition of the suit may be entered into without the consent of GTx, which consent shall not unreasonably be withheld. After deduction of outstanding expenses of UTRF, including attorney fees, and any expenses of GTx, including attorney fees incurred prior to defend any declaratory judgment action with respect thereto, in each case with respect to the manufacture, sale or use of a product within the Field; provided, however, that Introgen shall keep Corixa reasonably informed as to the defense and/or settlement UTRF’s pursuit of such action. Corixa shall have infringement, the right to participate in balance remaining from any such action with counsel of its own choice at its own expense. Without limiting the provisions of Section 7.3 below, Corixa agrees to cooperate with Introgen with respect to actions brought by Introgen under this Section 7.2(a) at Introgen’s request and expense. If Introgen decides to undertake such suit, then any amounts received by Introgen in such Action with respect to infringement that occurred prior to the judgment awarding such amounts recovery shall be included, after deducting the costs incurred by Introgen in connection with such Action, in Annual Net Sales hereunderdivided equally between GTx and UTRF. (b) If Introgen elects not to so initiate an action to enforce the Licensed Patents against a commercially significant infringement by a Third Party within the Field, within one hundred eighty (180) days of a request by Corixa to do so, Corixa may initiate such action at its expense; provided, however, that Corixa shall keep Introgen reasonably informed as to the defense and/or settlement of such action, as requested from time to time by Introgen, and provided that there is not then ongoing a litigation in any country with respect to the Licensed Technology. Introgen shall have the right to participate in any such action with counsel of its own choice at its own expense. Introgen agrees to cooperate with Corixa with respect to actions brought by Corixa under this Section 7.2(b) at Corixa’s request and expense. If Corixa undertakes such suit, then, after deducting the costs incurred by Corixa in connection with such Action, Introgen shall be entitled to receive [***] ([***]%) of any amounts received by Corixa in such action. (c) Upon Introgen’s reasonable request, Corixa agrees to use reasonable efforts, including, but not limited to, with respect to the exercise of rights under the Columbia Agreement (as defined in Section 10.1) to cause Columbia (as defined in Section 10.1) to cooperate in any suit, action or other proceeding under this Section 7.2, at Introgen’s expense. *** Certain information on this page has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions

Infringement. If during A. Licensee and CMCC shall each inform the other promptly in writing of any alleged infringement by a third party of the Patent Rights in the Field of Use and of any available evidence thereof. B. During the term of this Agreement, either party becomes aware of a third party infringement or threatened infringement of any Licensed Patents, the following provisions shall apply: (a) Introgen CMCC shall have the right, but shall not be obligated, to prosecute at its own expense any infringement of the obligationPatent 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 six (6) 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 at any time prior thereto of its intention not to bring suit (itself or through a designee) against any alleged infringer then, and in those events only, Licensee shall have the right, but shall not be obligated, to enforce prosecute at its own expense any infringement of the Licensed PatentsPatent Rights in the Field of Use, and/or to defend any declaratory judgment action with respect theretoand Licensee may, in each case with respect to for such purposes, use the manufacture, sale or use name of a product within the FieldCMCC as party plaintiff; provided, however, that Introgen such right to bring such an infringement action shall keep Corixa reasonably informed 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 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 fifty percent (50%) of the defense and/or settlement payments otherwise thereafter due to CMCC under Article IV above and apply the same toward reimbursement of up to fifty percent (50%) 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 payments under Article IV past due or withheld and applied pursuant to 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. Corixa shall have the right , to intervene and participate in any such the defense of the action with counsel of its own choice at its own expense. Without limiting . F. In any infringement suit which either party may institute to enforce the provisions of Section 7.3 belowPatent Rights pursuant to this Agreement, Corixa agrees to cooperate with Introgen with respect to actions brought by Introgen under this Section 7.2(a) the other party hereto shall, at Introgen’s the request and expense. If Introgen decides to undertake the expense of the party initiating such suit, then any amounts received by Introgen cooperate in such Action with respect to infringement that occurred prior all reasonable respects and, to the judgment awarding extent reasonably possible, have its employees testify when requested and make available relevant records, papers, information, samples, specimens, and the like. 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 upfront fees paid to Licensee as part of such amounts a sublicense shall be included, after deducting the costs incurred by Introgen in connection with such Action, in Annual Net Sales hereunder. (b) If Introgen elects not to so initiate an action to enforce the Licensed Patents against a commercially significant infringement by a Third Party within the Field, within one hundred eighty (180) days of a request by Corixa to do so, Corixa may initiate such action at its expense; provided, however, that Corixa shall keep Introgen reasonably informed as to the defense and/or settlement of such action, as requested from time to time by Introgen, shared equally between Licensee and provided that there is not then ongoing a litigation in any country with respect to the Licensed TechnologyCMCC. Introgen shall have the right to participate in any such action with counsel of its own choice at its own expense. Introgen agrees to cooperate with Corixa with respect to actions brought by Corixa under this Section 7.2(b) at Corixa’s request and expense. If Corixa undertakes such suit, then, after deducting the costs incurred by Corixa in connection with such Action, Introgen Any other royalties shall be entitled to receive [***] ([***]%) of any amounts received by Corixa treated as set forth in such actionArticle IV, Paragraph A.5. (c) Upon Introgen’s reasonable request, Corixa agrees to use reasonable efforts, including, but not limited to, with respect to the exercise of rights under the Columbia Agreement (as defined in Section 10.1) to cause Columbia (as defined in Section 10.1) to cooperate in any suit, action or other proceeding under this Section 7.2, at Introgen’s expense. *** Certain information on this page has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions

Infringement. If during UIRF and Licensee agree to promptly inform the term other party in writing of this Agreement, either party becomes aware of a third party infringement or threatened any suspected infringement of the Patent Rights or Technical Information along with any Licensed Patents, available evidence of such infringement lawfully in the following provisions shall apply:possession of Licensee or its Sublicensee(s). (a) Introgen shall have An exclusive Licensee has the right, but not the obligation, to bring suit (itself or through a designee) first right to enforce the Licensed PatentsPatent Rights in its name in the Field and Territory against infringers or otherwise act to eliminate infringement at its sole cost and expense, and/or provided that the license is exclusive at the commencement of the action and remains exclusive throughout the action, and provided Licensee keeps UIRF fully informed with the right and opportunity to defend advise and comment. Prior to commencing any declaratory judgment such action with respect theretoan exclusive Licensee will give careful consideration to the views of UIRF and to the potential effects on the public interest in making a decision whether or not to ▇▇▇ and, in each the case with respect of the Sublicensee(s) not a party to such action, Licensee agrees to report UIRF's views to the manufactureSublicensee(s). UIRF will reasonably cooperate, sale or use of a product within the Field; providedat Licensee's expense, howeverin any such actions. Licensee shall act in good faith to preserve UIRF's right, that Introgen shall keep Corixa reasonably informed as title and interest in and to the defense and/or Patent Rights. Licensee shall pay to UIRF twenty-five percent (25%) of any recovery in such suit or settlement, net of all reasonable and documented out-of-pocket costs and expenses associated with such suit or settlement. (b) Licensee is not permitted to settle or agree to a consent judgement in any action that would impose any material obligation on or make any admission of fault on behalf of UIRF, including compromising the Patent Rights, without UIRF's express written consent, which it may withhold. Nothing herein shall prevent UIRF from seeking to require that Licensee grant such third party infringer a sublicense permitting such infringer of the Patent Rights to practice under the Patent Rights if such practice is allowed under a settlement of such actionarrangement entered into by UIRF in good faith with a third party infringer. Corixa Notwithstanding the foregoing, Licensee shall have the right to participate in review and approve a settlement arrangement prior to UIRF's final acceptance of its terms. Such approval shall not be unreasonably withheld by Licensee. Licensee's approval of a settlement arrangement shall be assumed if written notice of Licensee's rejection of a settlement arrangement is not received by UIRF from Licensee within five (5) business days of receipt of notice from UIRF to Licensee of its terms. UIRF shall enter into any such action with counsel of its own choice at its own expense. Without limiting the provisions of Section 7.3 below, Corixa agrees to cooperate with Introgen with respect to actions brought by Introgen under this Section 7.2(a) at Introgen’s request and expense. If Introgen decides to undertake such suit, then any amounts received by Introgen settlement arrangement in such Action with respect to infringement that occurred prior to the judgment awarding such amounts shall be included, after deducting the costs incurred by Introgen in connection with such Action, in Annual Net Sales hereundergood faith. (b) If Introgen elects not to so initiate an action to enforce the Licensed Patents against a commercially significant infringement by a Third Party within the Field, within one hundred eighty (180) days of a request by Corixa to do so, Corixa may initiate such action at its expense; provided, however, that Corixa shall keep Introgen reasonably informed as to the defense and/or settlement of such action, as requested from time to time by Introgen, and provided that there is not then ongoing a litigation in any country with respect to the Licensed Technology. Introgen shall have the right to participate in any such action with counsel of its own choice at its own expense. Introgen agrees to cooperate with Corixa with respect to actions brought by Corixa under this Section 7.2(b) at Corixa’s request and expense. If Corixa undertakes such suit, then, after deducting the costs incurred by Corixa in connection with such Action, Introgen shall be entitled to receive [***] ([***]%) of any amounts received by Corixa in such action. (c) Upon Introgen’s reasonable request, Corixa agrees to use reasonable efforts, including, but not limited to, with respect to the exercise of rights under the Columbia Agreement (as defined in Section 10.1) to cause Columbia (as defined in Section 10.1) to cooperate in any suit, action or other proceeding under this Section 7.2, at Introgen’s expense. *** Certain information on this page has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions

Infringement. 7.1 Rockefeller agrees to notify Amgen promptly of any evidence of third party infringement of the Licensed Patent Rights and all details of such infringement of Licensed Patent Rights of which it becomes aware. 7.2 Amgen, or its sublicensees, shall have the right but not the obligation, in its own name, to institute patent infringement proceedings against third parties based on any Licensed Patent Rights licensed hereunder. The expense of any such proceedings, including lawyers’ fees and costs, shall be borne by Amgen. Each Party shall execute all necessary and proper documents and take all other appropriate action required to institute and prosecute such proceedings. If during Amgen or its sublicensee elects to commence an action for infringement and Rockefeller is a legally indispensable party to such action, Rockefeller shall have the right to assign to Amgen its right, title and Interest in the subject patent(s) or application(s) (subject to its obligations to the U.S. government) in lieu of joining as an indispensable party, should that be sufficient for purposes of commencing and maintaining the action. Regardless of such assignment or not, however, Rockefeller shall cooperate fully with Amgen in such action upon request by Amgen. During the term of this Agreement, either party becomes aware Rockefeller agrees to use its best efforts to ensure that Dr. ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ and any co-inventors of Licensed Patent Rights (and/or other Rockefeller or ▇▇▇▇▇▇ ▇▇▇▇▇▇ Medical Institute employees as might reasonably be requested for assistance by Amgen) will be available to cooperate with Amgen at Amgen’s request and expense In connection with such action. 7.3 Any award paid by third parties as a result of such patent infringement proceedings (whether by way of settlement or otherwise) shall first be applied toward reimbursement for the legal fees and expenses incurred, and the excess, if any, shall be treated as Net Sales, prorated over the period of the alleged infringement, of Products, on which Amgen shall pay the applicable royalty. So long as such infringement proceedings continue, Amgen shall be permitted to reserve any royalty due to Rockefeller on sales of the affected Product in the country in question until such time as the proceedings have been concluded. If the patent is finally held to be valid and infringed by any such third party, the reserved royalty shall thereupon be promptly paid to Rockefeller; if such patent is finally held to be unenforceable or invalid, then Rockefeller shall not be entitled to the reserved royalty and no further royally shall be due by Amgen or its sublicensees under that patent; royalties theretofore paid may be retained. 7.4 Should Amgen In any calendar year be required to pay royalties in any country under third party infringement patents in order to make, use, or threatened infringement of any Licensed Patentssell a Product hereunder, the following provisions shall apply: (a) Introgen Amgen shall have the right to deduct such royalties from any royalties due Rockefeller in that country, up to a maximum of [*], provided, however, that the royalty owed to Rockefeller shall never be less than [*] of the amount otherwise payable by Amgen to Rockefeller on Net Sales of such Product pursuant to Section 6 in the affected country. In the event unlicensed competition should render it impossible for Amgen to make an acceptable profit in any country of the Territory, the Parties shall meet to discuss an appropriate further reduction in the royalty due Rockefeller for that country. 7.5 Amgen shall have the first right, but not the obligation, to bring suit (itself or through a designee) to enforce the Licensed Patents, and/or to defend any declaratory judgment action with respect thereto, in each case with respect to suit against Amgen or its sublicensees alleging infringement of any third party patent right arising out of the manufacture, use, or sale or use of a product within the Field; provided, however, that Introgen Product by Amgen or its sublicensees. Rockefeller and Amgen shall keep Corixa reasonably informed as to confer with each other and cooperate during the defense and/or settlement of any such action. Corixa If Amgen finds it necessary or desirable for Rockefeller to join Amgen as a party, Rockefeller shall execute all papers or perform such other acts as may reasonably be required by Amgen. Rockefeller agrees to use its best efforts to ensure that Dr. ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ and any co-inventors of Licensed Patent Rights (and/or other Rockefeller or ▇▇▇▇▇▇ ▇▇▇▇▇▇ Medical Institute employees as might reasonably be requested for assistance by Amgen) will be available to cooperate with Amgen at Amgen’s request and expense for pursuing such action. Rockefeller shall be entitled to participate in and have the right to counsel selected by it participate in any such action action. Amgen shall bear the costs and expenses associated with counsel any such suit or action. So long as such Infringement proceedings by a third party continue, Amgen shall be permitted to reserve the royalty payable to Rockefeller on the sales of its own choice at its own expense. Without limiting any affected Product in the provisions of Section 7.3 below, Corixa agrees to cooperate with Introgen with respect to actions brought by Introgen under this Section 7.2(a) at Introgen’s request and expensecountry in question until such time as the proceedings have been concluded. If Introgen decides the third party patent right is finally held to undertake such suitbe uninfringed, unenforceable or invalid, then any amounts received by Introgen in such Action with respect to infringement that occurred prior to the judgment awarding such amounts reserved amount shall be included, after deducting promptly paid to Rockefeller. If the costs incurred third party patent right is finally held to be valid and infringed by Introgen in connection with such Action, in Annual Net Sales hereunder. (b) If Introgen elects not to so initiate an action to enforce Amgen or its sublicensees or Amgen or the Licensed Patents against sublicensees enter into a commercially significant infringement by a Third Party within the Field, within one hundred eighty (180) days of a request by Corixa to do so, Corixa may initiate such action at its expense; provided, however, that Corixa shall keep Introgen reasonably informed as to the defense and/or settlement of such actionproceedings, Amgen or its sublicensees shall pay the full amount of such royalties, damages and/or settlement amounts due to such third party. 7.6 Unless abandoned or terminated, the licenses herein granted shall continue for the lives of any patents licensed hereunder as the same or the effectiveness thereof may be extended by an governmental authority, rule or regulation applicable thereto. Thereafter, upon expiration of all Licensed Patent Rights in a country, Amgen shall have a fully paid-up license to make, use and sell the Products(s) in that country. 7.7 In any infringement suit that Amgen may institute to enforce or defend the Licensed Patent Rights pursuant to this Agreement, Rockefeller, at the request and expense of Amgen, shall cooperate in all respects and, to the extent possible, have its employees testify when requested from time to time by Introgenand make available relevant records, papers, information, samples, specimens, and provided that there is not then ongoing a litigation in any country with respect to the Licensed Technology. Introgen shall have the right to participate in any such action with counsel of its own choice at its own expense. Introgen agrees to cooperate with Corixa with respect to actions brought by Corixa under this Section 7.2(b) at Corixa’s request and expense. If Corixa undertakes such suit, then, after deducting the costs incurred by Corixa in connection with such Action, Introgen shall be entitled to receive [***] ([***]%) of any amounts received by Corixa in such actionlike. (c) Upon Introgen’s reasonable request, Corixa agrees to use reasonable efforts, including, but not limited to, with respect to the exercise of rights under the Columbia Agreement (as defined in Section 10.1) to cause Columbia (as defined in Section 10.1) to cooperate in any suit, action or other proceeding under this Section 7.2, at Introgen’s expense. *** Certain information on this page has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions

Infringement. If during 8.1 Resolve Systems shall defend Licensee, at Resolve Systems’ sole expense, against any claims brought against Licensee by any third party alleging that Licensee’s authorized use of the term Licensed Products in accordance with the terms and conditions of this Agreementthese Terms and Conditions, either party becomes aware the Agreement and the Documentation constitutes a direct infringement or misappropriation of a third party infringement patent claim(s), copyright, trade secret right or threatened infringement similar intellectual property right, worldwide. Resolve Systems will pay damages finally awarded against Licensee (or the amount of any settlement Resolve Systems enters into) with respect to such claims, provided under no circumstances will Resolve System have any liability in excess of the amount of the Licensee Fee actually received by Resolve Systems (less any amounts refunded to Licensee pursuant to Section 8.2 below). Licensee may participate in the defense of such claims at its own expense. 8.2 In the event that an injunction or order is issued by a court of competent jurisdiction against Licensee’s use of any Licensed PatentsProduct resulting from a claim to which Resolve Systems’ defense and indemnity duties apply, or if in Resolve Systems’ opinion any Licensed Products is likely to become the following provisions shall apply: (a) Introgen shall have the right, but not the obligation, to bring suit (itself or through a designee) to enforce the Licensed Patents, and/or to defend any declaratory judgment action with respect thereto, in each case with respect to the manufacture, sale or use subject of a product within the Field; providedclaim of infringement, however, that Introgen shall keep Corixa reasonably informed as to the defense and/or settlement of such action. Corixa Resolve Systems shall have the right in its sole discretion and expense to participate in pursue any such action with counsel of its own choice at its own expense. Without limiting the provisions of Section 7.3 below, Corixa agrees following: (i) to cooperate with Introgen with respect procure for Licensee’s benefit the right to actions brought by Introgen under this Section 7.2(acontinue using the Licensed Product; or (ii) at Introgen’s request and expensereplace or modify the Licensed Product so that it becomes noninfringing. If Introgen decides either option (i) or (ii) are not commercially feasible, Resolve Systems shall terminate the license for the affected Software by written notice to undertake such suit, then Licensee and refund the License Fees received for the affected Licensed Product. 8.3 Resolve Systems’ obligations of indemnity and defense set forth above are conditioned on (i) Licensee having provided prompt written notice of the claim to Resolve Systems sufficient for Resolve Systems to file its timely response; (ii) Resolve Systems having the sole right to conduct and control the defense and settlement of any amounts received by Introgen claim in such Action with respect to infringement that occurred prior to the judgment awarding such amounts shall be included, after deducting the costs incurred by Introgen its discretion; (iii) Licensee providing reasonable assistance at Resolve Systems’ expense in connection with the claim; (iv) Licensee's use of any modified or replacement Licensed Product supplied or offered to be supplied by Resolve Systems; (v) Licensee’s continual use of the Licensed Product in compliance with these Terms and Conditions and the Agreement and only in combination with equipment and software expressly approved in the Documentation if such Actionclaim would not have occurred but for such unauthorized combination; (vi) Licensee making no admissions in respect of such claim without Resolve Systems’ prior written consent; and, in Annual Net Sales hereunder(vii) Licensee’s compliance with all reasonable instructions given by Resolve Systems relating to the claim. (b) If Introgen elects not to so initiate an action to enforce the Licensed Patents against a commercially significant infringement by a Third Party within the Field, within one hundred eighty (180) days of a request by Corixa to do so, Corixa may initiate such action at its expense; provided, however, that Corixa shall keep Introgen reasonably informed as to the defense and/or settlement of such action, as requested from time to time by Introgen, 8.4 This Section 8 states Licensee’s exclusive remedy and provided that there is not then ongoing a litigation in any country with respect to the Licensed Technology. Introgen shall have the right to participate in any such action with counsel of its own choice at its own expense. Introgen agrees to cooperate with Corixa with respect to actions brought by Corixa under this Section 7.2(b) at Corixa’s request and expense. If Corixa undertakes such suit, then, after deducting the costs incurred by Corixa in connection with such Action, Introgen shall be entitled to receive [***] ([***]%) of any amounts received by Corixa in such actionResolve Systems’ entire liability for infringement. (c) Upon Introgen’s reasonable request, Corixa agrees to use reasonable efforts, including, but not limited to, with respect to the exercise of rights under the Columbia Agreement (as defined in Section 10.1) to cause Columbia (as defined in Section 10.1) to cooperate in any suit, action or other proceeding under this Section 7.2, at Introgen’s expense. *** Certain information on this page has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions

Infringement. If during the term Call-Net must promptly notify Sprint of this Agreement, either party becomes aware of a third party infringement or threatened any infringement of any Licensed Patents, the following provisions shall apply: (a) Introgen shall have the right, but not the obligation, an Authorized M▇▇▇ that comes to bring suit (itself or through a designee) to enforce the Licensed Patents, and/or to defend any declaratory judgment action with respect thereto, Call-Net’s attention. Sprint in each case with respect to the manufacture, sale or use of a product within the Field; provided, however, that Introgen shall keep Corixa reasonably informed as to the defense and/or settlement of such action. Corixa shall have the right to participate in any its sole discretion may take such action with counsel as may be required to terminate the infringement. If Sprint decides that action should be taken, Sprint may take the action either in its own name or, alternatively, Sprint may authorize Call-Net to initiate the action in Call-Net’s name. If Sprint does not decide to take any action within 30 days of its own choice notification of the infringement, Call-Net may notify Sprint in writing of its intention to prosecute the action at its own expense. Without limiting Sprint will have 10 days in which to respond to Call-Net regarding its planned action in response to the provisions notification, which action is in Sprint’s sole discretion. If the response does not entail Sprint responding to the infringement, or if Sprint fails to respond to Call-Net within the 10 day period, Call-Net will be entitled to undertake the action at Call-Net’s expense. Call-Net must keep Sprint apprised of Section 7.3 below, Corixa all material developments in the case and must make no settlement of the action that Sprint reasonably concludes would impair the goodwill or reputation of the Authorized Marks. Call-Net agrees to cooperate fully with Introgen Sprint to whatever extent necessary to prosecute any action, with respect to actions brought all expenses being borne by Introgen under this Section 7.2(a) at Introgen’s request and expenseSprint. If Introgen decides to undertake such suitCall-Net has commenced prosecution of an infringement action as permitted above, then any amounts received by Introgen in such Action with respect to infringement that occurred prior to the judgment awarding such amounts shall be included, after deducting the costs incurred by Introgen in connection with such Action, in Annual Net Sales hereunder. (b) If Introgen elects not to so initiate an action to enforce the Licensed Patents against a commercially significant infringement by a Third Party within the Field, within one hundred eighty (180) days of a request by Corixa to do so, Corixa may initiate such action at its expense; provided, however, that Corixa shall keep Introgen reasonably informed as to the defense and/or settlement of such action, as requested from time to time by Introgen, and provided that there is not then ongoing a litigation in any country with respect to the Licensed Technology. Introgen shall have Sprint has the right to participate assume the prosecution of the action on written notice to Call-Net, except Sprint must promptly reimburse Call-Net for all costs and expenses (if any) incurred by Call-Net in any such action with counsel the prosecution of its own choice at its own expensethe claim. Introgen agrees Regardless of which party prosecutes an Authorized M▇▇▇ infringement claim, the damages recovered by the parties will first be used to cooperate with Corixa with respect to actions brought reimburse the expenses on a pro rata basis that each party incurred in pursuing the prosecution. Expenses include time spent by Corixa under this in-house lawyers (as provided in Section 7.2(b16.6) at Corixa’s request in managing and expensepursuing the prosecution. If Corixa undertakes such suitthere are damages in excess of expenses then the damages will be allocated between the parties in accordance with the damage suffered by each. The provisions of this section must not be construed as limiting the rights of either party to recover damages from, thenor to exercise any other right or remedy against, after deducting the costs incurred by Corixa any third parties in connection with such Action, Introgen shall be entitled to receive [***] ([***]%) respect of any amounts received by Corixa in such actionother claim that either party may have against the third parties. (c) Upon Introgen’s reasonable request, Corixa agrees to use reasonable efforts, including, but not limited to, with respect to the exercise of rights under the Columbia Agreement (as defined in Section 10.1) to cause Columbia (as defined in Section 10.1) to cooperate in any suit, action or other proceeding under this Section 7.2, at Introgen’s expense. *** Certain information on this page has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions

Infringement. 8.1 If during the term of this Agreement, either party becomes aware of shall determine that there is a third party infringement or threatened probable infringement of any Licensed Patentsof the Intellectual Property by a Third Party, that party shall promptly notify the following provisions other party in writing of the infringement. 8.2 FUSION, on discovery or notification of such infringement, shall, with reasonable promptness, refer the matter to its intellectual property counsel to perform an infringement evaluation and determine the likelihood of success on the merits of an infringement claim. At its option and its expense, INVENTOR may retain its own intellectual property counsel to conduct an independent evaluation or to consult with FUSION's intellectual property counsel regarding the evaluation under a suitable joint privilege agreement. 8.3 If FUSION determines that the facts pertaining to infringement and the likelihood of success of any action warrants taking legal action against an infringer, FUSION shall apply: (a) Introgen advise INVENTOR in writing of such determination prior to taking any legal action. If FUSION determines that the facts pertaining to infringement and the likelihood of success of any action do not warrant taking legal action, it shall so advise INVENTOR. If FUSION decides not to pursue legal action, INVENTOR shall have the right, but not the obligation, option to elect to bring suit (itself or through a designee) to enforce the Licensed Patents, and/or to defend any declaratory judgment an infringement action with respect thereto, in each case with respect to the manufacture, sale or use of a product within the Field; provided, however, that Introgen shall keep Corixa reasonably informed as to the defense and/or settlement of such action. Corixa shall have the right to participate in any such action with counsel of its own choice at its own expense. Without limiting the provisions of Section 7.3 below, Corixa agrees to cooperate with Introgen with respect to actions brought by Introgen under this Section 7.2(a) at Introgen’s request cost and expense. If Introgen FUSION decides not to undertake such suitbring litigation for patent infringement, then any amounts received by Introgen in such Action with respect to INVENTOR shall not hold FUSION liable for lack of infringement that occurred prior to the judgment awarding such amounts shall be included, after deducting the costs incurred by Introgen in connection with such Action, in Annual Net Sales hereunderlitigation. (b) 8.4 The parties agree to fully cooperate with and assist each other in any infringement action under the Intellectual Property. If Introgen elects not to so initiate one party brings an infringement action to enforce the Licensed Patents against a commercially significant infringement by a Third Party within ("Litigating Party"), the Fieldother party, within one hundred eighty in order to assist in bringing and maintaining the suit, shall: (180i) days of join as a request by Corixa to do soparty, Corixa may initiate such action at its expense; provided, however, that Corixa shall keep Introgen reasonably informed as if necessary to the defense and/or settlement maintenance of the infringement action; (ii) grant all lawful permissions and sign all lawful documents necessary in the Litigating Party's judgment to prosecute the action; and (iii) give all truthful testimony requested by the litigating party. 8.5 If any infringement action taken shall prove successful and the Litigating Party shall collect monies by judgment or settlement, and provided the other party complies with Section 8.4, the Litigating Party shall: (i) deduct its intellectual property counsel fees and other reasonable expenses attendant to such action, as requested from time to time by Introgen, including without limitation expert fees; and provided that there is not (ii) then ongoing a litigation in any country with respect shall pay to the Licensed Technology. Introgen shall have the right to participate in any such action with counsel of its own choice at its own expense. Introgen agrees to cooperate with Corixa with respect to actions brought by Corixa under this Section 7.2(b) at Corixa’s request and expense. If Corixa undertakes such suit, then, after deducting the costs incurred by Corixa in connection with such Action, Introgen shall be entitled to receive [***] other party twenty-five ([***]25%) percent of any amounts received the balance of monies collected by Corixa in such actionjudgment or settlement. (c) Upon Introgen’s reasonable request, Corixa agrees to use reasonable efforts, including, but not limited to, with respect to 8.6 Neither party may settle an infringement claim without the exercise prior approval of the other party if such settlement would affect the rights under of the Columbia Agreement (as defined other party in Section 10.1) to cause Columbia (as defined in Section 10.1) to cooperate in any suit, action or other proceeding under this Section 7.2, at Introgen’s expense. *** Certain information on this page has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portionsLicensed Patents.

Infringement. If during the term of this Agreement, either party becomes aware of LIFECOMM will defend at its own expense any action against AMAC brought by a third party infringement to the extent that the action is based upon a claim that the Device or threatened infringement any other component of the AMAC Bundle infringes any copyrights or U.S. patents or misappropriates any trade secrets and LIFECOMM will pay those costs (including litigation costs and reasonable attorneys' fees) and damages finally awarded against AMAC in any such action, that are specifically attributable to such claim or those costs and damages agreed to in a monetary settlement of such action. LIFECOMM further agrees to indemnify AMAC against any other costs and reasonable attorneys' fees incurred by AMAC, and its directors, officers, and employees in connection with such claim or action. The foregoing obligations are conditioned on AMAC notifying LIFECOMM promptly in writing of such action, AMAC giving LIFECOMM sole control of the defense thereof and any related settlement negotiations, and AMAC cooperating and, at LIFECOMM’s reasonable request and expense, assisting in such defense; provided that a resolution of any Licensed Patentsclaim that requires an admission of liability from AMAC will require AMAC’s prior written consent; and further provided that if AMAC determines that LIFECOMM has abandoned the defense of any such claim, the following provisions shall apply: (a) Introgen AMAC shall have the right, but not the obligationin its own behalf, to bring suit adjust, settle, defend or otherwise dispose of such claim, and LIFECOMM shall indemnify AMAC and its directors, officers, and employees against any costs and damages (itself or through a designeeincluding reasonable attorneys' fees) to enforce the Licensed Patents, and/or to defend any declaratory judgment action incurred with respect thereto. If the Device or any other component of the AMAC Bundle becomes, or in each case with respect LIFECOMM’s opinion is likely to become, the manufacturesubject of an infringement claim, sale or use of a product within the Field; providedLIFECOMM may, howeverat its option and expense, that Introgen shall keep Corixa reasonably informed as to the defense and/or settlement of such action. Corixa shall have either (i) procure for AMAC the right to participate continue exercising the rights licensed to AMAC in any such action with counsel this Agreement; or (ii) replace or modify the Device or other component of its own choice at its own expense. Without limiting the provisions of Section 7.3 below, Corixa agrees to cooperate with Introgen with respect to actions brought by Introgen under this Section 7.2(a) at Introgen’s request and expense. If Introgen decides to undertake such suit, then any amounts received by Introgen in such Action with respect to infringement that occurred prior to the judgment awarding such amounts shall be included, after deducting the costs incurred by Introgen in connection with such Action, in Annual Net Sales hereunder. (b) If Introgen elects not to so initiate an action to enforce the Licensed Patents against a commercially significant infringement by a Third Party within the Field, within one hundred eighty (180) days of a request by Corixa to do so, Corixa may initiate such action at its expense; provided, however, that Corixa shall keep Introgen reasonably informed as to the defense and/or settlement of such actionAMAC Bundle, as requested from time to time by Introgenapplicable, so that it becomes non-infringing and provided that there is not then ongoing a litigation in any country with respect to the Licensed Technologyremains functionally equivalent. Introgen shall have the right to participate in any such action with counsel of its own choice at its own expense. Introgen agrees to cooperate with Corixa with respect to actions brought by Corixa under this Section 7.2(b) at CorixaThis subsection states LIFECOMM’s request entire liability and expense. If Corixa undertakes such suit, then, after deducting the costs incurred by Corixa in connection with such Action, Introgen shall be entitled to receive [***] ([***]%) of any amounts received by Corixa in such action. (c) Upon IntrogenAMAC’s reasonable request, Corixa agrees to use reasonable efforts, including, but not limited to, with respect to the exercise of rights under the Columbia Agreement (as defined in Section 10.1) to cause Columbia (as defined in Section 10.1) to cooperate in any suit, action or other proceeding under this Section 7.2, at Introgen’s expensesole and exclusive remedy for infringement claims and actions. *** Certain information on this page has denotes language for which American Medical Alert Corp. will request confidential treatment pursuant to the rules and regulations of the Securities Act of 1933, as amended. Confidential portions portions have been omitted and will be filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions.

Infringement. If (a) Each Party shall promptly report in writing to each other Party during the term of this Agreement, either party becomes aware Agreement any: (i) known infringement or suspected infringement of any of the Lab Inventor Patent Rights in the Field; or (ii) unauthorized use or misappropriation of the Lab Inventor Technology Rights in the Field by a third party of which it becomes aware, and shall provide each other Party with all available evidence supporting said infringement, suspected infringement or threatened infringement unauthorized use or misappropriation. Within 30 days after Lab Inventor becomes, or is made, aware of any Licensed Patentsof the foregoing, it shall decide whether or not to initiate an infringement or other appropriate suit and shall advise Drug of its decision in writing. The inability of Lab Inventor to decide on a course of action within such 30 day period shall for purposes of this Agreement be deemed a decision not to initiate an infringement or other appropriate suit. (b) Within sixty (60) days after Lab Inventor becomes, or is made, aware of any infringement, suspected infringement or unauthorized use or misappropriation by a third party in the following provisions shall apply: Field, as provided in paragraph (a) Introgen above, and provided that Lab Inventor shall have advised Drug of its decision to file suit within the 30 day period provided in paragraph (a) above, Lab Inventor shall have the rightright to initiate an infringement or other appropriate suit anywhere in the world against such third party. Lab Inventor shall provide Drug with an opportunity to make suggestions and comments regarding such suit and shall promptly notify Drug of the commencement of such suit. Lab Inventor shall keep Drug promptly informed of, but not and shall from time to time consult with Drug regarding, the obligationstatus of any such suit and shall provide Drug with copies of all documents filed in, and all written communications relating to, such suit. (c) Lab Inventor shall select counsel for any suit referred to in paragraph (b) above who shall be reasonably acceptable to Drug. Lab Inventor shall, except as provided below, pay all expenses of the suit, including, without limitation, attorneys' fees and court costs. Drug, in its sole discretion, may elect, within 60 days after the receipt by Drug from Lab Inventor of notice of the commencement of such litigation, to bring suit (itself or through a designee) to enforce the Licensed Patents, and/or to defend any declaratory judgment action with respect thereto, in each case with respect contribute to the manufacturecosts incurred by Lab Inventor in connection with such litigation in an amount not to exceed 50 percent of such costs. Any damages, sale settlement fees or use other consideration for past infringement received as a result of such litigation shall be shared by Lab Inventor and Drug pro rata based on their respective sharing of the costs of such litigation. If necessary Drug shall join as a product within the Field; provided, however, that Introgen shall keep Corixa reasonably informed as party to the defense and/or settlement suit but shall be under no obligation to participate except to the extent that such participation is required as the result of such actionbeing a named party to the suit. Corixa Drug shall have the right to participate and be represented in any such action with counsel of suit by its own choice counsel at its own expense. Lab Inventor shall not settle any such suit involving rights of Drug without obtaining the prior written consent of Drug, which consent shall not be unreasonably withheld. (d) In the event that Lab Inventor does not inform Drug of its intent to initiate an infringement or other appropriate suit within the 30-day period provided in paragraph (a) above, or does not initiate such an infringement other appropriate action within the 60-day period provided in paragraph (b) above, Drug shall have the right, at its expense, to initiate an infringement or other appropriate suit. In exercising its rights pursuant to this paragraph (d), Drug 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, Lab Inventor 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 Lab Inventor Technology Rights at issue. At Drug's request, Lab Inventor shall offer reasonable assistance to Drug in connection therewith at no charge to Drug except for reimbursement of reasonable out-of-pocket expenses incurred in rendering such assistance. Without limiting the provisions generality of Section 7.3 belowthe preceding sentence, Corixa agrees Lab Inventor shall cooperate fully in order to cooperate with Introgen with respect enable Drug to actions brought by Introgen under this Section 7.2(a) at Introgen’s request and expenseinstitute any action hereunder. If Introgen decides to undertake such suit, then any amounts received by Introgen in such Action with respect to infringement that occurred prior to the judgment awarding such amounts shall be included, after deducting the costs incurred by Introgen in connection with such Action, in Annual Net Sales hereunder. (b) If Introgen elects not to so initiate an action to enforce the Licensed Patents against a commercially significant infringement by a Third Party within the Field, within one hundred eighty (180) days of a request by Corixa to do so, Corixa may initiate such action at its expense; provided, however, that Corixa shall keep Introgen reasonably informed as to the defense and/or settlement of such action, as requested from time to time by Introgen, and provided that there is not then ongoing a litigation in any country with respect to the Licensed Technology. Introgen Lab Inventor shall have the right to participate be represented in any such action with counsel of suit by its own choice counsel at its own expense. Introgen agrees to cooperate with Corixa with respect to actions brought by Corixa under this Section 7.2(b) at Corixa’s request and expense. If Corixa undertakes such suit, then, after deducting the costs incurred by Corixa in connection with such Action, Introgen shall be entitled to receive [***] ([***]%) of any amounts received by Corixa in such action. (c) Upon Introgen’s reasonable request, Corixa agrees to use reasonable efforts, including, but not limited to, with respect to the exercise of rights under the Columbia Agreement (as defined in Section 10.1) to cause Columbia (as defined in Section 10.1) to cooperate in any suit, action or other proceeding under this Section 7.2, at Introgen’s expense. *** Certain information on this page has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions

Infringement. If during A. Licensee and CMCC shall each inform the term other promptly in writing of any alleged 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, either party becomes aware of a third party infringement or threatened infringement of any Licensed Patents, the following provisions shall apply: (a) Introgen CMCC shall have the right, but shall not be obligated, to prosecute at its own expense any infringement of the obligationPatent 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 of its intention not to bring suit (itself or through a designee) against any alleged infringer then, Licensee shall have the right, but shall not be obligated, to enforce prosecute at its own expense any infringement of the Licensed PatentsPatent Rights, and/or to defend any declaratory judgment action with respect thereto, in each case with respect to the manufacture, sale or use of a product within the Field; provided, however, that Introgen shall keep Corixa reasonably informed as to the defense and/or settlement of such action. Corixa shall have the right to participate 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 such action with counsel of its own choice at its own expense. Without limiting the provisions of Section 7.3 below, Corixa agrees to cooperate with Introgen with respect to actions brought by Introgen under this Section 7.2(a) at Introgen’s request and expense. If Introgen decides to undertake such suit, then any amounts received by Introgen order for costs that may be made against CMCC in such Action with respect to infringement that occurred prior to the judgment awarding such amounts shall be included, after deducting the costs incurred by Introgen in connection with such Action, in Annual Net Sales hereunderproceedings. (b) If Introgen elects not D. In the event Licensee shall undertake the enforcement and/or defense of the Patent Rights by litigation pursuant to so initiate an action paragraph C of this section, Licensee may withhold up to enforce the Licensed Patents against a commercially significant infringement by a Third Party within the Field, within one hundred eighty (180) days of a request by Corixa to do so, Corixa may initiate such action at its expense; provided, however, that Corixa shall keep Introgen reasonably informed as to the defense and/or settlement of such action, as requested from time to time by Introgen, and provided that there is not then ongoing a litigation in any country with respect to the Licensed Technology. Introgen shall have the right to participate in any such action with counsel of its own choice at its own expense. Introgen agrees to cooperate with Corixa with respect to actions brought by Corixa under this Section 7.2(b) at Corixa’s request and expense. If Corixa undertakes such suit, then, after deducting the costs incurred by Corixa in connection with such Action, Introgen shall be entitled to receive [***] 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 amounts received by Corixa in unreimbursed expenses and legal fees of CMCC and Licensee relating to such suit and next toward reimbursement of CMCC for any payments under Article IV past due or withheld and applied pursuant to 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 no infringement 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 expense. (c) Upon Introgen’s F. In any infringement suit which either party may institute to enforce the Patent Rights pursuant to this Agreement, the other party hereto shall cooperate in all reasonable requestrespects and, Corixa agrees to use reasonable efforts, including, but not limited to, with respect to the exercise extent reasonably possible, have its employees testify when requested and make available relevant records, papers, information, samples, specimens, and the like. G. Licensee shall during the exclusive period of rights under this Agreement have the Columbia Agreement (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 upfront fees paid to Licensee as defined in Section 10.1) to cause Columbia (part of such a sublicense shall be shared between Licensee and CMCC as defined in Section 10.1) to cooperate in any suit, action or other proceeding they were receivables under this Section 7.2, at Introgen’s expense. *** Certain information on this page has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portionsAgreement.

Infringement. If during 14.1 In the term event that LICENSEE shall learn of the infringement of any patent licensed under this Agreement, either LICENSEE shall call LICENSOR’S attention thereto. LICENSEE shall use reasonable efforts to terminate such infringement. If LICENSEE files a lawsuit for patent infringement, LICENSOR shall also be named as a plaintiff. In the event LICENSEE fails to ▇▇▇▇▇ the infringing activity within [***], LICENSOR may itself, under its sole discretion, file a lawsuit for patent infringement, naming LICENSEE as nominal party becomes aware plaintiff. 14.2 Each party agrees to cooperate with the other in litigation proceedings instituted hereunder but at the expense of a third the party infringement or threatened infringement on account of whom suit is brought. Such litigation shall be controlled by the party bringing the suit. A Party controlling litigation shall reimburse the other for any Licensed Patents, the following provisions shall apply: (a) Introgen shall have the right, but not the obligation, to bring suit (itself or through a designee) to enforce the Licensed Patents, and/or to defend any declaratory judgment action with respect thereto, expenses it incurs in each case with respect rendering assistance to the manufactureParty controlling the litigation. LICENSOR at its own expense, sale or use may be represented by counsel of its choice pursuant to LICENSOR’S determination in any suit brought by LICENSEE. 14.3 LICENSEE may withhold royalties payable to LICENSOR during the pendency of the suit and until said suit has been finally concluded. To the extent that LICENSEE does not recover attorney’s fees and other out-of-pocket costs as a product within result of such litigation, such withheld royalties may be applied to LICENSEE’S expenses (out-of-pocket and in-house) incurred in connection with such suit and the Fieldbalance of such withheld royalties, if any, shall be paid to LICENSOR upon disposition of the suit; provided, however, that Introgen shall keep Corixa reasonably informed if as to the defense and/or settlement a result of such action. Corixa shall have the right to participate in any such action with counsel of its own choice at its own expense. Without limiting the provisions of Section 7.3 below, Corixa agrees to cooperate with Introgen with respect to actions brought by Introgen under this Section 7.2(a) at Introgen’s request and expense. If Introgen decides to undertake such suit, then any amounts received by Introgen in such Action with respect to infringement that occurred prior to the judgment awarding such amounts all claims of patents included within LICENSOR’S PATENT RIGHTS under which LICENSEE is selling a LICENSED PRODUCT shall be includedheld invalid, after deducting LICENSEE may retain the costs incurred balance of such withheld royalties which pertain to such LICENSED PRODUCT until such decision shall be finally reversed by Introgen in connection with such Action, in Annual Net Sales hereunder. (b) If Introgen elects not to so initiate an action to enforce the Licensed Patents against a commercially significant infringement by a Third Party within the Field, within one hundred eighty (180) days unappealed or unappealable decree of a request by Corixa to do so, Corixa may initiate such action at its expense; provided, however, that Corixa shall keep Introgen reasonably informed as to the defense and/or settlement court of such action, as requested from time to time by Introgen, competent jurisdiction and provided that there is not then ongoing a litigation in any country with respect to the Licensed Technology. Introgen shall have the right to participate in any such action with counsel of its own choice at its own expense. Introgen agrees to cooperate with Corixa with respect to actions brought by Corixa under this Section 7.2(b) at Corixa’s request and expense. If Corixa undertakes such suit, then, after deducting the costs incurred by Corixa in connection with such Action, Introgen shall be entitled to receive [***] ([***]%) of any amounts received by Corixa in such actionhigher dignity. (c) Upon Introgen’s reasonable request, Corixa agrees to use reasonable efforts, including, but not limited to, with respect to the exercise of rights under the Columbia Agreement (as defined in Section 10.1) to cause Columbia (as defined in Section 10.1) to cooperate in any suit, action or other proceeding under this Section 7.2, at Introgen’s expense. *** Certain information on this page has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions

Infringement. If during the term of this Agreement, either party becomes aware of a third party infringement or threatened infringement of any Licensed Patents, the following provisions shall apply: (a) Introgen If either Party shall have learn of a claim or assertion that the rightmanufacture, use, marketing, offer for sale or sale of the Product in the Territory infringes or otherwise violates the intellectual property rights of any Third Party (“Third Party Infringement Claim”), then the Party becoming so informed shall promptly, but not in all events within […***…] days thereof, notify the obligation, other Party to bring suit (itself or through a designee) this Agreement of the Third Party Infringement Claim. It shall be the sole responsibility of Horizon to enforce determine the Licensed Patents, and/or to defend nature of and direct any declaratory judgment action with respect thereto, in each case defense against any such Third Party Infringement Claim with respect to the manufactureProduct, sale or use of a product within the Field; provided, however, that Introgen shall keep Corixa reasonably informed as to the defense and/or settlement of such action. Corixa shall have the right to participate in any such action with counsel of its own choice at Horizon’s sole cost and expense and at its own expenseelection and discretion. Without limiting In the provisions of Section 7.3 below, Corixa agrees to cooperate with Introgen event any Third Party Infringement Claim is filed against Horizon with respect to actions brought the Product, Mallinckrodt shall cooperate with Horizon in the defense of such action at the reasonable cost and expense of Horizon if requested by Introgen under this Section 7.2(a) at Introgen’s request and expense. If Introgen decides to undertake such suit, then any amounts received by Introgen in such Action with respect to infringement that occurred prior to the judgment awarding such amounts shall be included, after deducting the costs incurred by Introgen in connection with such Action, in Annual Net Sales hereunderHorizon. (b) If Introgen elects not In the event of any infringement of Horizon’s patent or other intellectual property rights related to so initiate the Product or the manufacture, use, marketing, offer for sale or sale of such 50 *** Confidential Treatment Requested Product in the Territory, which infringement involves a product that could or does compete with the Product and/or could adversely affect either or both of the Parties’ interests under this Agreement with respect to the Product (including a Paragraph IV Notice received as a result of an action to enforce the Licensed Patents against a commercially significant infringement Abbreviated New Drug Application filed by a Third Party within for a generic version of the FieldProduct), within one hundred eighty Horizon shall, in its sole discretion, determine whether or not and in what manner to take appropriate legal action to redress such infringement (180) days of a request by Corixa an “Enforcement Action”). In the event any such Enforcement Action is initiated, Horizon shall use commercially reasonable efforts to do so, Corixa may initiate prosecute such action at its expense; provided, however, that Corixa matter and Horizon shall keep Introgen reasonably Mallinckrodt promptly informed as to the defense and/or settlement of regarding such action, as requested from time to time by Introgen, and provided that there is not then ongoing a litigation in any country with respect to the Licensed TechnologyEnforcement Action. Introgen shall have the right to participate in any such action with counsel of its own choice at its own expense. Introgen agrees to cooperate with Corixa with respect to actions brought by Corixa under this Section 7.2(b) at Corixa’s request and expense. If Corixa undertakes such suit, then, after deducting the costs incurred by Corixa in connection with such Action, Introgen shall be entitled to receive [***] ([***]%) of any amounts received by Corixa in such action. (c) Upon IntrogenAt Horizon’s reasonable request, Corixa agrees to use reasonable efforts, including, but not limited to, Mallinckrodt shall cooperate fully with Horizon with respect to the exercise any such Enforcement Action, and Horizon shall reimburse Mallinckrodt for its reasonable out-of-pocket costs and expenses incurred in providing such cooperation. Any recovery received as a result of rights under the Columbia Agreement (as defined in Section 10.1) any Enforcement Action shall belong to cause Columbia (as defined in Section 10.1) to cooperate in any suit, action or other proceeding under this Section 7.2, at Introgen’s expense. *** Certain information on this page has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portionsHorizon.

Infringement. If 22.1. So long as Licensee remains the exclusive licensee of any of the Patents in the Field of Use, Licensee shall have the right during the term of this AgreementAgreement to commence an action for infringement of any of those Patents against any third party for any infringement occurring within Carnegie Mellon/ Carmell License Final 16 the Field of Use, either party becomes aware provided that Licensee shall provide Carnegie Mellon thirty (30) days’ prior written notice of such infringement and of Licensee’s intent to file such action. Carnegie Mellon shall have the right at its own expense (subject to being reimbursed from any settlement amount or proceeds as provided herein) to appear in such action by counsel of its own selection. If required by the jurisdictional laws of the forum that any such action be prosecuted in the name of the owner of the Patent or that Carnegie Mellon be joined as a party-plaintiff, Carnegie Mellon shall voluntarily appear; provided that Licensee shall hold Carnegie Mellon harmless from, and indemnify Carnegie Mellon against any liability, damage, loss, or expense that Carnegie Mellon suffers or incurs, including Carnegie Mellon’s attorneys’ fees and expenses, in connection with, in consequence of or resulting from such action and that if such appearance could subject Carnegie Mellon to any unrelated action or claim of a third party infringement or threatened infringement Licensee in that or any other jurisdiction, then Carnegie Mellon shall have the right to decline such appearance. All liability, damage, loss, or expense suffered or incurred by Carnegie Mellon in accordance with the preceding sentence, including reasonable compensation for the time of any Licensed PatentsCarnegie Mellon personnel, shall be paid by Licensee as the following provisions same as incurred by Carnegie Mellon. Settlement of any action brought by Licensee shall apply: require the consent of Carnegie Mellon and Licensee, which neither shall unreasonably withhold from the other, and any settlement amount or recovery for damages shall be applied as follows: (a) Introgen first, to reimburse the parties for their unreimbursed expenses in connection with the litigation; and (b) second, Carnegie Mellon shall receive compensation for unreimbursed time of any Carnegie Mellon personnel involved in the action; and (c) third, Carnegie Mellon shall receive two and seven one hundreths percent (2.07%) of any monies remaining. 22.2. In the event that Licensee is unsuccessful in persuading an alleged infringer to desist and fails to initiate any infringement action contemplated by Section 22.l within a reasonable time after Licensee first becomes aware of the basis for such action, Carnegie Mellon shall have the right, but not the obligationin its sole discretion, to bring suit (itself or through a designee) prosecute such infringement action at its sole expense, provided that, before commencing any such action concerning the Field of Use, Carnegie Mellon shall provide Licensee written notice of such infringement and of Carnegie Mellon’s intent to enforce the Licensed Patents, and/or to defend any declaratory judgment action with respect thereto, in each case with respect to the manufacture, sale or use of a product within the Field; provided, however, that Introgen shall keep Corixa reasonably informed as to the defense and/or settlement of file such action. Corixa Licensee shall have the right at its own expense to participate appear in any such action with by counsel of its own choice at its own expense. Without limiting the provisions of Section 7.3 below, Corixa agrees to cooperate with Introgen with respect to actions brought by Introgen under this Section 7.2(a) at Introgen’s request and expenseselection. If Introgen decides Carnegie Mellon provides Licensee with such notice and Licensee fails to undertake initiate an action against such suitthird party prior to the commencement of an action by Carnegie Mellon, then any amounts received by Introgen in such Action with respect settlement amount or recovery shall belong to infringement that occurred prior to Carnegie Mellon, and Carnegie Mellon may settle said action without the judgment awarding such amounts shall be included, after deducting the costs incurred by Introgen in connection with such Action, in Annual Net Sales hereunderconsent of Licensee. 22.3. Notwithstanding the pendency of any infringement (bor other) If Introgen elects not to so initiate an claim or action to enforce the Licensed Patents by or against a commercially significant infringement by a Third Party within the FieldLicensee, within one hundred eighty (180) days of a request by Corixa to do so, Corixa may initiate such action at its expense; provided, however, that Corixa shall keep Introgen reasonably informed as to the defense and/or settlement of such action, as requested from time to time by Introgen, and provided that there is not then ongoing a litigation in any country with respect to the Licensed Technology. Introgen Licensee shall have the no right to participate in any such action with counsel of its own choice at its own expense. Introgen agrees to cooperate with Corixa with respect to actions brought by Corixa under this Section 7.2(bterminate or suspend (or escrow) at Corixa’s request and expense. If Corixa undertakes such suit, then, after deducting the costs incurred by Corixa in connection with such Action, Introgen shall be entitled to receive [***] ([***]%) payment of any amounts received by Corixa in such actionrequired to be paid to Carnegie Mellon pursuant to this Agreement. (c) Upon Introgen’s reasonable request, Corixa agrees to use reasonable efforts, including, but not limited to, with respect to the exercise of rights under the Columbia Agreement (as defined in Section 10.1) to cause Columbia (as defined in Section 10.1) to cooperate in any suit, action or other proceeding under this Section 7.2, at Introgen’s expense. *** Certain information on this page has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions

Infringement. If during (a) Amarin shall promptly notify Chemport of any suspected or threatened infringement, misappropriation or other unauthorized use of the term Chemport Intellectual Property licensed by Chemport to Amarin under the Amarin License that comes to ▇▇▇▇▇▇’s attention. The notice shall set forth the facts of this Agreement, either party becomes aware of a third party infringement such suspected or threatened infringement in reasonable detail. Chemport shall have the sole right, but not the obligation, to institute, prosecute and control, at its expense, any action or proceeding against the Third-Party infringer of any Licensed Patentssuch Chemport Intellectual Property. If Chemport institutes an action against such infringer, Amarin shall give Chemport reasonable assistance and authority to control, file and prosecute the following provisions suit as necessary at Chemport’s expense. Amarin shall apply:have the right to participate in the applicable action or proceeding with its own counsel at its own expense and without reimbursement hereunder. If Amarin elects to so participate, Chemport shall provide Amarin with an opportunity to consult regarding such action or proceeding. (ab) Introgen If Chemport elects not to bring any action or proceeding for infringement, misappropriation or other unauthorized use of the Chemport Intellectual Property licensed by Chemport to Amarin under the Amarin License, then it shall promptly advise Amarin of its decision, and ▇▇▇▇▇▇ thereafter shall have the right, but not the obligation, to bring suit (itself institute, prosecute and control, at its expense, any action or through a designee) to enforce proceeding against the Licensed Patents, and/or to defend any declaratory judgment action with respect thereto, in each case with respect to the manufacture, sale or use of a product within the Field; provided, however, that Introgen shall keep Corixa reasonably informed as to the defense and/or settlement Third-Party infringer of such actionChemport Intellectual Property. Corixa If Amarin institutes an action against such infringer, Chemport shall give Amarin reasonable assistance and authority to control, file and prosecute the suit as necessary at Amarin’s expense, and shall join such action if reasonably requested by Amarin or required by applicable Legal Requirements. Chemport shall have the right to participate in any such the applicable action or proceeding with counsel of its own choice counsel at its own expenseexpense and without reimbursement hereunder (except for any out-of-pocket costs and expenses incurred by Chemport following its joinder as a party to such action or proceeding pursuant to Amarin’s reasonable request or as required by applicable Legal Requirements). Without limiting the provisions of Section 7.3 belowIf Chemport elects to participate (but is not joined as a party to such action or proceeding), Corixa agrees Amarin shall provide Chemport with an opportunity to cooperate with Introgen with respect to actions brought by Introgen consult regarding such action or proceeding. Amarin shall retain any damages or other monetary awards that it recovers in pursuing any action under this Section 7.2(a) at Introgen’s request and expense. If Introgen decides to undertake such suit, then any amounts received by Introgen in such Action with respect to infringement that occurred prior to the judgment awarding such amounts shall be included, after deducting the costs incurred by Introgen in connection with such Action, in Annual Net Sales hereunder. (b) If Introgen elects not to so initiate an action to enforce the Licensed Patents against a commercially significant infringement by a Third Party within the Field, within one hundred eighty (180) days of a request by Corixa to do so, Corixa may initiate such action at its expense; provided, however, that Corixa shall keep Introgen reasonably informed as to the defense and/or settlement of such action, as requested from time to time by Introgen, and provided that there is not then ongoing a litigation in any country with respect to the Licensed Technology. Introgen shall have the right to participate in any such action with counsel of its own choice at its own expense. Introgen agrees to cooperate with Corixa with respect to actions brought by Corixa under this Section 7.2(b) at Corixa’s request and expense. If Corixa undertakes such suit, then, after deducting the costs incurred by Corixa in connection with such Action, Introgen shall be entitled to receive [***] ([***]%) of any amounts received by Corixa in such action8.4(b). (c) Upon Introgen’s reasonable request, Corixa agrees to use reasonable efforts, including, but not limited to, with respect to In the exercise of event that either Party exercises the rights under the Columbia Agreement (as defined conferred in this Section 10.1) to cause Columbia (as defined 8.4 and recovers any damages or other sums in Section 10.1) to cooperate in any suit, such action or proceeding or in settlement thereof, such damages or other proceeding sums recovered shall first be applied to all out-of-pocket costs and expenses incurred by the Parties in connection therewith (including attorneys fees), unless such Party is expressly not entitled to reimbursement under this Section 7.28.4. If such recovery is insufficient to cover all such costs and expenses of both Parties, at Introgenthe controlling Party’s expensecosts shall be paid in full first before any of the other Party’s costs. *** Certain information on Each Party seeking reimbursement under this page has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect Section 8.4 shall furnish promptly to the omitted portionsother Party appropriate documentation of its out-of-pocket costs and expenses incurred.

Infringement. If during 23.1 During the term of this Agreement, either each party becomes aware of a third will promptly, and in any event no later than thirty (30) days, report in writing to the other party infringement any actual or threatened infringement of any Patent comprising the Licensed PatentsProducts of which it becomes aware. With respect to any such actual or threatened infringement in the Field or Use (each, an “Infringement”), each party will provide the following provisions shall apply:other party with all available evidence supporting such actual or threatened Infringement (“Infringement Notice”). The parties will reasonably cooperate with each other to terminate or settle any such Infringement without litigation. (a) Introgen shall Licensee will have the right, but not the obligation, to bring suit (itself or through a designee) to enforce the Licensed Patents, and/or to defend any declaratory judgment action with respect thereto, in each case with respect to the manufacture, sale or use of a product within the Field; provided, however, that Introgen shall keep Corixa reasonably informed as to the defense and/or settlement of such action. Corixa shall have the first right to participate in commence an action against any such action with counsel of its own choice Infringement anywhere in the world at its own expense, provided Licensee gives CWRU sufficient advance notice of its intent to take such action and the reasons therefor. Without limiting Licensee will have the provisions of Section 7.3 below, Corixa agrees sole and exclusive right to select counsel for any such Infringement action. Licensee shall bear all costs associated with such Infringement action (including but not limited to attorney’s fees) except that CWRU will cooperate with Introgen Licensee in bringing and pursuing such Infringement action as reasonably requested at no cost to Licensee except for reimbursement of reasonable out-of-pocket expenses incurred in rendering such cooperation. Licensee will keep CWRU promptly informed, will regularly consult with respect CWRU regarding the status of any such Infringement action, and will provide CWRU with copies of all documents filed in, and all material written communications relating to, such Infringement action. If reasonably necessary, CWRU will join as a party to actions brought by Introgen such Infringement action but will be under this Section 7.2(a) no obligation to participate except to the extent that such participation is required as the result of being a named party to the Infringement action. CWRU may, at Introgen’s request its option and expense, join Licensee in the prosecution or defense of any such Infringement action. If Introgen decides to undertake Licensee will not settle any such suitInfringement action without obtaining the prior written consent of CWRU, then any amounts received by Introgen in such Action with respect to infringement that occurred prior to the judgment awarding such amounts shall which consent will not be included, after deducting the costs incurred by Introgen in connection with such Action, in Annual Net Sales hereunderunreasonably withheld. (b) If Introgen elects within one hundred and eighty (180) days from the date of the Infringement Notice, the alleged Infringement is not terminated or settled and Licensee has failed to so initiate bring any action against the alleged or actual infringer, then CWRU will have the right to bring an action against the alleged or actual infringer at its own expense. CWRU will have the sole and exclusive right to enforce select counsel for any such Infringement action. CWRU shall bear all costs associated with such Infringement action (including but not limited to attorneys’ fees) except that Licensee will cooperate with CWRU in bringing and pursuing such Infringement action as reasonably requested at no cost to CWRU except for reimbursement of reasonable out-of-pocket expenses incurred in rendering such cooperation. CWRU will keep Licensee promptly informed, will regularly consult with Licensee regarding the Licensed Patents against status of any such Infringement action and will provide Licensee with copies of all documents filed in, and all material written communications relating to, such Infringement action. If reasonably necessary, Licensee will join as a commercially significant infringement by party to such Infringement action but will 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 Infringement action. Licensee may, at its option and expense, join CWRU in the prosecution or defense of such Infringement action. CWRU will not settle any such Infringement action without obtaining the prior written consent of Licensee, which consent will not be unreasonably withheld. (c) If a Third Party brings a law suit or proceeding against CWRU that seeks damages from CWRU based on an allegation(s) that the Licensed Technology infringes the intellectual property of said Third Party (a “Suit”), CWRU shall notify Licensee of such Suit and Licensee shall, at its option, undertake the defense of such Suit at Licensee’s own expense and with counsel reasonably acceptable to CWRU; provided that, Licensee shall not settle any such Suit without CWRU’s prior consent, which consent will not be unreasonably withheld. CWRU shall reasonably cooperate with Licensee in such defense. All reasonable costs and expenses incurred in connection with such cooperation will be borne by the Licensee. If (1) Licensee declines to undertake the defense of the Suit within thirty (30) days of notification thereof; or (2) Licensee fails to subsequently undertake and maintain the Field, defense of the Suit or fails to settle such Suit within one hundred and eighty (180) days of a request by Corixa to do so, Corixa may initiate such action at its expense; provided, however, that Corixa shall keep Introgen reasonably informed as to assumption of the defense and/or settlement of such actionthereof, as requested from time to time by Introgen, and provided that there is not then ongoing a litigation in any country with respect to the Licensed Technology. Introgen CWRU shall have the right right, exercisable in the sole discretion of CWRU and upon advance notice to participate Licensee within thirty (30) days after the end of the applicable period in clause (1) or (2) above, to undertake the defense of the Suit at CWRU’s own expense and with counsel reasonably acceptable to Licensee; provided that CWRU shall not settle any such action with counsel of its own choice at its own expenseSuit without Licensee’s prior consent, which consent will not be unreasonably withheld. Introgen agrees to Licensee shall reasonably cooperate with Corixa with respect to actions brought by Corixa under this Section 7.2(b) at Corixa’s request CWRU in such defense. All reasonable costs and expense. If Corixa undertakes such suit, then, after deducting the costs expenses incurred by Corixa in connection with such Action, Introgen cooperation will be borne by CWRU. Nothing in this Section 23.2(c) shall be entitled construed as (1) obligating either party to receive [***] resolve any dispute or to settle or defend any claim, suit or proceeding arising out of Licensee’s manufacture, use or sale of Licensed Products, or ([***]2) prohibiting any party from, at its option and expense, joining in the defense of any Suit in which it is named a party. The party that has undertaken the defense of any Suit will keep the other party promptly informed, will regularly consult with the other party regarding the status of any such Suit and will provide the other party with copies of all documents filed in, and all material written communications relating to, such Suit. If the parties agree to grant a non-exclusive license to settle a Suit with a Third Party, the parties will negotiate in good faith to modify the terms of this Agreement (taking into account that a portion of the equity interest in Licensee originally allocated to CWRU was re-allocated to certain members of CWRU faculty), if necessary to address in an equitable manner the economic consequences of such non-exclusive license. 23.3 Any recovery, whether by way of settlement or judgment, from a Third Party pursuant to a legal proceeding initiated in accordance with Section 23.2 shall first be used to reimburse the party initiating such legal proceedings for its actual fees, costs and expenses incurred in connection with such proceeding. The balance of such recovery shall be divided seventy-five percent (75%) to the party that initiated the legal proceeding and twenty-five percent (25%) to the other party. 23.4 Without limiting the generality of Section 23.2, in the event a party initiates or defends a legal proceeding pursuant to Section 23, the other party shall cooperate fully with and supply all assistance reasonably requested by the party initiating such proceeding, including without limitation, joining the proceeding as a party if requested (at the initiating party’s sole cost). Subject to Section 23.2, the party that institutes any legal proceeding concerning any Patent pursuant to Section 23 shall have sole control of that proceeding. 23.5 Notwithstanding the pendency of any Infringement (or other) claim or action by or against Licensee, Licensee shall have no right to terminate or suspend (or escrow) payment of any amounts received by Corixa in such actionrequired to be paid to CWRU pursuant to this Agreement. (c) Upon Introgen’s reasonable request, Corixa agrees to use reasonable efforts, including, but not limited to, with respect to the exercise of rights under the Columbia Agreement (as defined in Section 10.1) to cause Columbia (as defined in Section 10.1) to cooperate in any suit, action or other proceeding under this Section 7.2, at Introgen’s expense. *** Certain information on this page has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions

Infringement. If during 9.1 Each party shall promptly inform the term other of this Agreementany suspected infringement of any of the Licensed Patents or the infringement or misappropriation of Salk Confidential Technology by a third party, either to the extent such infringement involves the manufacture, use, or sale of a Licensed Product in any applicable Exclusivity Period ("Covered Infringement"). Each party becomes aware will also exert reasonable efforts to notify the other party of any suspected infringements of any of the Licensed Patents by a third party that do not involve a Covered Infringement. 9.2 If a suspected infringement or threatened infringement of misappropriation does not involve a Covered Infringement, Salk may take, or refrain from taking, any Licensed Patentsaction it chooses, the following provisions shall apply: (a) Introgen with or without notice to Agritope, and Agritope shall have the right, but not the obligation, no right to bring suit (itself or through a designee) to enforce the Licensed Patents, and/or to defend take any declaratory judgment action with respect to such suspected infringement or misappropriation, nor to any recoveries with respect thereto. Salk will exert reasonable efforts to keep Agritope informed of actions Salk may take as described in the preceding sentence. If the suspected infringement or misappropriation involves a Covered Infringement, Salk shall, within 30 days of the first notice referred to in each case Section 9.1, inform Agritope whether or not Salk intends to institute suit against such third party with respect to a Covered Infringement. Agritope will not take any steps toward instituting suit against any third party involving a Covered Infringement until Salk has informed Agritope of its intention pursuant to the manufactureprevious sentence. 9.3 If Salk notifies Agritope that it intends to institute suit against a third party with respect to a Covered Infringement, sale and Agritope does not agree to join in such suit as provided in Section 9.4, Salk may bring such suit on its own and shall in such event bear all costs of, and shall exercise all control over, such suit. Salk may, at its expense, cause Agritope to be joined in the suit as a plaintiff. Recoveries, if any, whether by judgment, award, decree or use settlement, shall belong solely to Salk. 9.4 If Salk notifies Agritope that it desires to institute suit against such third party with respect to a Covered Infringement, and Agritope notifies Salk within 30 days after receipt of such notice that Agritope desires to institute suit jointly, the suit shall be brought jointly in the names of both parties and all costs thereof shall be borne equally. Recoveries, if any, whether by judgment, award, decree or settlement, shall, after the reimbursement of each of Salk and Agritope for its share of the joint costs in such action, be shared between Salk and Agritope as the interests of the parties were affected by the infringement. 9.5 If, as the parties expect, Salk notifies Agritope that it does not intend to institute suit against such third party with respect to a product within Covered Infringement (or fails to give any notice in this respect or to actually bring a suit against the Fieldthird party), Agritope may institute suit on its own. Agritope shall bear all costs of, and shall exercise all control over, such suit. Recoveries, if any, whether by judgment, award, decree or settlement, shall belong solely to Agritope; provided, however, that Introgen any amounts recovered in excess of expenses shall keep Corixa reasonably informed as be subject to the defense and/or settlement payment of such action. Corixa shall have the right to participate in any such action with counsel of its own choice at its own expense. Without limiting royalties under Section 5.2.2. 9.6 Should either Salk or Agritope commence a suit under the provisions of Section 7.3 below, Corixa agrees to cooperate with Introgen with respect to actions brought by Introgen under this Section 7.2(a9 and thereafter elect to abandon the same, it shall give timely notice to the other party, who may, if it so desires, be joined as a plaintiff in the suit (or continue as such if it is already one) at Introgen’s request and expense. If Introgen decides to undertake continue prosecution of such suit, then any amounts received by Introgen in such Action with respect to infringement that occurred prior to the judgment awarding such amounts shall be included, after deducting the costs incurred by Introgen in connection with such Action, in Annual Net Sales hereunder. (b) If Introgen elects not to so initiate an action to enforce the Licensed Patents against a commercially significant infringement by a Third Party within the Field, within one hundred eighty (180) days of a request by Corixa to do so, Corixa may initiate such action at its expense; provided, however, that Corixa shall keep Introgen reasonably informed as to the defense and/or settlement sharing of expenses and any recovery of such action, as requested from time to time by Introgen, and provided that there is not then ongoing a litigation in any country with respect to the Licensed Technology. Introgen shall have the right to participate in any such action with counsel of its own choice at its own expense. Introgen agrees to cooperate with Corixa with respect to actions brought by Corixa under this Section 7.2(b) at Corixa’s request and expense. If Corixa undertakes such suit, then, after deducting the costs incurred by Corixa in connection with such Action, Introgen suit shall be entitled to receive [***] ([***]%) of any amounts received by Corixa in such actionas equitably agreed upon between Salk and Agritope. (c) Upon Introgen’s reasonable request, Corixa agrees to use reasonable efforts, including, but not limited to, with respect to the exercise of rights under the Columbia Agreement (as defined in Section 10.1) to cause Columbia (as defined in Section 10.1) to cooperate in any suit, action or other proceeding under this Section 7.2, at Introgen’s expense. *** Certain information on this page has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions

Infringement. 14.1 If during any patent infringement action is brought against Rhein or any of suppliers, distributors, or customers because of actual or anticipated manufacture, use or sale of a Licensed Product and such action claims that such manufacture, use, or sale infringes the term of this Agreement, either party becomes aware intellectual property rights of a third party party, Rhein shall promptly notify Corixa and send Corixa copies of all papers that have been served. Corixa shall have the first right to control the defense of such action at its own expense, provided that such first right to control will be limited to the Licensed Patents covering the Licensed Adjuvant, and Rhein shall at all times cooperate with Corixa and continue to pay royalties on any Net Sales of Licensed Product during the pendency of such action and any appeals. [ * ] = CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY BRACKETS, HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 24B-2 OF THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED. 14.2 If Corixa fails to defend such infringement or threatened infringement of any Licensed Patentsaction after being notified by Rhein, the following provisions shall apply: (a) Introgen Rhein shall have the right, but not the obligation, to bring suit (itself or through a designee) to enforce defend the Licensed Patentsaction itself. If Rhein does undertake such defense, and/or to defend any declaratory judgment action with respect thereto, in each case with respect to the manufacture, sale or use of a product within the Field; provided, however, that Introgen shall keep Corixa reasonably informed as to the defense and/or settlement of such action. Corixa shall have the right cooperate with Rhein and shall be entitled to participate in any such action with select legal counsel of its own choice at its own expensechoice. Without limiting the provisions of Section 7.3 belowAll costs and expenses incurred by Rhein, Corixa agrees to cooperate with Introgen with respect to actions brought by Introgen under this Section 7.2(a) at Introgen’s request including settlement costs, damages assessed against Rhein, and expense. If Introgen decides to undertake such suitreasonable attorney fees, then any amounts received by Introgen in such Action with respect to infringement that occurred prior to the judgment awarding such amounts shall be included, after deducting the costs incurred paid by Introgen in connection with such Action, in Annual Net Sales hereunderRhein. (b) If Introgen elects 14.3 Neither party shall be permitted to settle a legal action without the prior written consent of the other party, which consent shall not to so initiate an action to enforce the Licensed Patents against a commercially significant infringement by a Third Party within the Field, within one hundred eighty (180) days of a request by Corixa to do so, Corixa may initiate such action at its expensebe unreasonably withheld; provided, however, that Corixa shall keep Introgen reasonably informed as to the defense and/or settlement of such action, as requested from time to time by Introgen, and provided that there is not then ongoing a litigation in any country with respect to the Licensed Technology. Introgen shall have the right to participate in settle, without Rhein’s consent, any such action with counsel of its own choice at its own expense. Introgen agrees to cooperate with Corixa with respect to actions brought by Corixa under this Section 7.2(b) at Corixa’s request and expense. If Corixa undertakes such suitlegal action, thenor part thereof, after deducting the costs incurred by Corixa in connection with such Action, Introgen shall be entitled to receive [***] ([***]%) of any amounts received by Corixa in such action. (c) Upon Introgen’s reasonable request, Corixa agrees to use reasonable efforts, including, but not limited to, with respect that relates solely to the exercise of rights under the Columbia Agreement (as defined in Section 10.1) to cause Columbia (as defined in Section 10.1) to cooperate in any suit, action or other proceeding under this Section 7.2, at Introgen’s expense. *** Certain information on this page has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portionsLicensed Adjuvant.

Infringement. If during 11.1 During the term of this Agreement, either party becomes aware of a third party infringement or threatened infringement of any Licensed Patents, LICENSEE has the following provisions shall apply: (a) Introgen shall have the right, but not the obligation, first option to bring suit (itself or through a designee) to enforce police the Licensed Patents, and/or Inventions and Products against infringement by other parties within the Territory and the Field of Use. This right to defend police includes defending any action for declaratory judgment action of noninfringement or invalidity; and prosecuting, defending or settling all infringement and declaratory judgment actions at its expense and through counsel of its selection, except that LICENSEE shall make any such settlement only with respect thereto, in each case the advice and consent of GMIP. GMIP shall provide reasonable assistance to LICENSEE with respect to the manufacturesuch actions, sale but only if LICENSEE reimburses GMIP for out-of-pocket expenses incurred in connection with any such assistance rendered at LICENSEE’S request or use of reasonably required by GMIP. If LICENSEE elects to institute any such action or suit, GMIP agrees to be named as a product within the Field; provided, however, that Introgen shall keep Corixa reasonably informed as to the defense and/or settlement of such actionnominal party therein. Corixa shall have GMIP retains the right to participate in any such action participate, with counsel of its own choice choosing and at its own expense. Without limiting the provisions , in any action under this § 11.1. 11.2 If LICENSEE institutes an action for infringement of Section 7.3 below, Corixa agrees to cooperate with Introgen a Licensed Invention or defends a declaratory judgment or other action with respect to actions brought a Licensed Invention and receives settlement payments or damages awarded, LICENSEE may first recover actual outside attorney fees and other direct, out-of pocket litigation expenses (not to include any compensation paid to employees of LICENSEE or Affiliates) paid and unrecovered by Introgen under this Section 7.2(a) at Introgen’s request LICENSEE, and expense. If Introgen decides to undertake such suitshall include only the remaining balance of damages awarded as lost revenue in its Gross Revenue, then any amounts received by Introgen in such Action with respect to infringement that occurred prior to the judgment awarding such amounts and all other punitive awards shall be included, after deducting the costs incurred by Introgen in connection shared with such Action, in Annual Net Sales hereunderGMIP at fifty percent (50%). (b) 11.3 If Introgen elects not LICENSEE fails to so initiate an take action to enforce the a▇▇▇▇ any alleged infringement of a Licensed Patents against a commercially significant infringement by a Third Party Invention within the Field, within one hundred eighty sixty (18060) days (or less if required to preserve the legal rights of GMIP under the laws of any relevant government or political subdivision thereof) of a request by Corixa GMIP to do so, Corixa may initiate then GMIP has the right to take such action (including prosecution of a suit) at its expense and LICENSEE shall use reasonable efforts to cooperate in such action, at LICENSEE’S expense; provided. If GMIP elects to institute any such action or suit, howeverLICENSEE agrees to be named as a nominal party therein. GMIP has full authority to settle on such terms as GMIP determines, _except that Corixa GMIP shall keep Introgen reasonably informed as not reach any settlement whereby it licenses a third party under any Licensed Inventions in the Territory and the Field of Use without the consent of LICENSEE, which consent LICENSEE can withhold for any reason. GMIP shall pay LICENSEE (such payment not to exceed the defense and/or recovery or settlement amounts GMIP actually receives) any unrecovered expenses LICENSEE pays at GMIP’s request to third parties in furtherance of such action, and GMIP shall further pay LICENSEE 98.5% of damages awarded as requested from time to time by Introgen, lost revenue of LICENSEE. GMIP shall retain fifty percent (50%) and provided that there is not then ongoing a litigation in any country with respect to the Licensed Technology. Introgen shall have the right to participate in any such action with counsel of its own choice at its own expense. Introgen agrees to cooperate with Corixa with respect to actions brought by Corixa under this Section 7.2(b) at Corixa’s request and expense. If Corixa undertakes such suit, then, after deducting the costs incurred by Corixa in connection with such Action, Introgen shall be entitled to receive [***] pay LICENSEE fifty percent ([***]50%) of any amounts received by Corixa in such actionremaining punitive damage recovery or settlement under this§ 11.3. (c) Upon Introgen’s reasonable request11.4 LICENSEE and GMIP shall promptly notify the other party in writing in detail of the discovery of any allegation by a third party of infringement resulting from the practice of Licensed Inventions in the Field of Use, Corixa agrees and of the initiation of any legal action by LICENSEE or by any third party with regard to use reasonable efforts, including, but not limited to, with respect any alleged infringement or noninfringement. LICENSEE and GMIP shall in a timely manner keep the other party informed and provide copies to the exercise other party of rights under the Columbia Agreement (as defined in Section 10.1) to cause Columbia (as defined in Section 10.1) to cooperate in any suit, action all documents regarding all such proceedings or other proceeding under this Section 7.2, at Introgen’s expense. *** Certain information on this page has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portionsactions instituted by LICENSEE or GMIP.

Infringement. If during 11.1 LICENSEE and MICHIGAN shall each inform the other promptly in writing of any alleged infringement of the Licensed Patents in any Field of Use by a third party and of any available evidence thereof. 11.2 During the term of this Agreement, either party becomes aware LICENSEE has the first option to police the Licensed Patents and Products against infringement by other parties within the Territory and the Fields of a third party Use. This right to police includes defending any action for declaratory judgment of non-infringement or threatened invalidity; and prosecuting, defending or settling all infringement of any Licensed Patents, the following provisions shall apply: (a) Introgen shall have the right, but not the obligation, to bring suit (itself or through a designee) to enforce the Licensed Patents, and/or to defend any and declaratory judgment action actions at its expense and through counsel of its selection, except that LICENSEE shall make any such settlement only with respect theretothe advice and consent of MICHIGAN, in each case which consent shall not be unreasonably withheld. MICHIGAN shall provide reasonable assistance to LICENSEE with respect to the manufacturesuch actions, sale but only if LICENSEE reimburses MICHIGAN for out-of-pocket expenses incurred in connection with any such assistance rendered at LICENSEE's request or use of reasonably required by MICHIGAN. If LICENSEE elects to institute any such action or suit, MICHIGAN agrees to be named as a product within the Field; provided, however, that Introgen shall keep Corixa reasonably informed as to the defense and/or settlement of such actionnominal party therein. Corixa shall have MICHIGAN retains the right to participate in any such action participate, with counsel of its own choice choosing and at its own expense. Without limiting the provisions , in any action under this Paragraph 11.2. 11.3 If LICENSEE institutes an action for infringement of Section 7.3 below, Corixa agrees to cooperate with Introgen a Licensed Patent or defends a declaratory judgment or other action with respect to actions brought a Licensed Patent, then during the pendency of such litigation LICENSEE may withhold up to fifty percent (50%) of the payments otherwise thereafter due MICHIGAN under Paragraphs 4.2 and 4.3 above, applying that withholding towards reimbursement of no more than one-half (1/2) of LICENSEE's actual outside attorney fees and other direct, out-of-pocket litigation expenses (not to include any compensation paid to employees of LICENSEE or Affiliates). Any resulting settlement payments or damages awarded and received by Introgen under LICENSEE shall be applied equally toward reimbursement of MICHIGAN's withheld royalties pursuant to this Section 7.2(aParagraph and to LICENSEE's out-of-pocket expenses which were not reimbursed; of the remainder, if any, LICENSEE shall pay forty percent (40%) at Introgen’s request and expenseto MICHIGAN. If Introgen decides LICENSEE has paid or pays an annual fee to undertake such suitMICHIGAN under Paragraph 4.5 in the same year LICENSEE receives a payment or award as set out above, then any amounts received by Introgen in such Action with respect LICENSEE may credit that annual fee against the share of the payment or award (after recovery of expenses and withheld royalties) otherwise due to infringement MICHIGAN, exactly as if that occurred prior to the judgment awarding such amounts shall be included, after deducting the costs incurred by Introgen in connection with such Action, in Annual Net Sales hereundershare represented additional royalties due from LICENSEE. (b) 11.4 If Introgen elects not LICENSEE fails to so initiate an take action to enforce the ▇▇▇▇▇ any alleged infringement of a Licensed Patents against a commercially significant infringement by a Third Party Patent within the Field, within one hundred eighty sixty (18060) days of a request by Corixa MICHIGAN to do soso (or within a shorter period if required to preserve the legal rights of MICHIGAN under the laws of any relevant government or political subdivision thereof), Corixa may initiate then MICHIGAN has the right to take such action (including prosecution of a suit) at its expense and LICENSEE shall use reasonable efforts to cooperate in such action, at LICENSEE's expense; provided. If MICHIGAN elects to institute any such action or suit, howeverLICENSEE agrees to be named as a nominal party therein. MICHIGAN has full authority to settle on such terms as MICHIGAN shall determine, except that Corixa MICHIGAN shall keep Introgen reasonably informed as not reach any settlement whereby it licenses a third party under any Licensed Patents in the Territory and any Field of Use without the consent of LICENSEE, which consent LICENSEE can withhold for any reason. After recovery of all of MICHIGAN's out-of-pocket litigation expenses, and after payment to LICENSEE (such payment not to exceed the defense and/or recovery or settlement amounts actually received by MICHIGAN) of any unrecovered expenses paid by LICENSEE at MICHIGAN's request to third parties in furtherance of such action, as requested from time to time by Introgen, and provided that there is not then ongoing a litigation in any country with respect to the Licensed Technology. Introgen MICHIGAN shall have the right to participate in any such action with counsel of its own choice at its own expense. Introgen agrees to cooperate with Corixa with respect to actions brought by Corixa under this Section 7.2(b) at Corixa’s request and expense. If Corixa undertakes such suit, then, after deducting the costs incurred by Corixa in connection with such Action, Introgen shall be entitled to receive [***] pay twenty percent ([***]20%) of any amounts received by Corixa in such actionremainder of any recovery or settlement to LICENSEE. (c) Upon Introgen’s reasonable request11.5 If LICENSEE initiates any legal action, Corixa agrees or learns of a legal action initiated by any third party concerning any alleged infringement or non-infringement, or discovers any allegation by a third party of infringement resulting from the practice of Licensed Patents, then LICENSEE shall so notify MICHIGAN promptly in a detailed writing. LICENSEE shall promptly keep MICHIGAN informed and provide copies to use reasonable efforts, including, but not limited to, with respect to the exercise MICHIGAN of rights under the Columbia Agreement (as defined in Section 10.1) to cause Columbia (as defined in Section 10.1) to cooperate in any suit, action all documents regarding all such proceedings or other proceeding under this Section 7.2, at Introgen’s expense. *** Certain information on this page has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portionsactions instituted by LICENSEE.

Infringement. If The parties agree that patent infringement matters will be handled as follows: a. The Licensor shall indemify and hold Licensee and its customers harmless against any and all charges of patent infringement brought by a third party involving the Licensed Products, or Other Products unless such patent infringement results from modifications of the Licensed Products or Other Products made by Licensee during the term of this Agreement, either party becomes aware of a third party Agreement which modifications have not been approved in writing by Licensor. Beginning with the time such suit for infringement or threatened infringement of any Licensed Patents, the following provisions shall apply: (a) Introgen shall have the right, but not the obligation, to bring suit (itself or through a designee) to enforce the Licensed Patents, and/or to defend any declaratory judgment action with respect thereto, in each case is first filed with respect to a particular Licensed Product, or Other Product, the manufacture, sale or use of a product within the Field; provided, however, that Introgen Licensee shall keep Corixa reasonably informed as thereafter place all royalties due to the defense and/or settlement Licensor with respect to such particular Licensed Products thereafter in an escrow account, and the sums placed in the escrow account shall be used at the conclusion thereof to pay the costs of defending or prosecuting the suit in the event Licensor is successful in such actionsuit and declared to be the rightful owner who can and has granted an exclusive license only to Licensee. Corixa Once such suit has been finally settled or disposed of on the basis that Licensee is and has the only exclusive license, the remaining balance of the escrow account shall be paid over to the Licensor. If the suit is finally settled or disposed of on the basis that Licensee has a non-exclusive license or the Licensed Product infringes on another patent owned by a third party, then all sums paid into escrow shall be refunded to Licensee. Licensee shall have the right to participate approve counsel selected by Licensor to represent it in any such action with counsel suit and to approve any proposed settlement of its own choice such suit. b. Should the patent rights to the Licensed Products or Other Products be infringed by a third party, Licensor may attempt to stop such infringement and if necessary, institute suit for patent infringement at its own expensecost. Without limiting If the provisions Licensor should fail to initiate action to terminate any such infringement within sixty (60) days after the alleged infringement shall have been called to its attention by written notice of Section 7.3 belowLicensee to Licensor or if the Licensor should give the Licensee written notice of its intention not to so act, Corixa thereafter Licensee may, at its own cost, but in the name of the Licensor, act to protect its license rights under this Agreement and to select competent counsel to so act. During the period of such litigation the Licensee may deduct the amount of its attorneys' fees and all other costs incurred by Licensee in prosecuting such suit from all royalties which otherwise would be paid to Licensor and such sums so deducted will be considered as a royalty payment. Each party agrees to cooperate with Introgen with respect to the other in any actions brought by Introgen under this Section 7.2(a) at Introgen’s request and expensewhich may be instituted. If Introgen decides to undertake such settlement for infringement is effected with or without suit, then any amounts received by Introgen in such Action with respect to infringement that occurred prior to the judgment awarding such amounts recovery, if any, shall be includeddistributed, after deducting so far as available, as follows: First, to reimburse either party, pro rata the costs expenses incurred by Introgen in connection with such Actionnegotiations or in prosecuting legal action; and secondly to divide and pay over the balance, in Annual Net Sales hereunder. if any, equally between the parties hereto. Furthermore, if an improvement is not eventually patented or a patent application is rejected or a patent suit concerns any Licensed Product or Other Product or improvement thereof is not won, the Licensee automatically shall have no further obligation to Licensor to pay further royalties (bi) If Introgen elects not to so initiate an action to enforce on the Licensed Patents against a commercially significant infringement by a Third Party within the Field, within one hundred eighty (180) days of a request by Corixa to do so, Corixa may initiate such action at its expense; provided, however, that Corixa shall keep Introgen reasonably informed as to the defense and/or settlement of such action, as requested from time to time by Introgen, and provided that Product unless there is another Licensed Patent then outstanding which has not expired and (ii) on any Other Product unless there is a patent then ongoing a litigation in any country with respect to the Licensed Technology. Introgen shall have the right to participate in any such action with counsel of its own choice at its own expense. Introgen agrees to cooperate with Corixa with respect to actions brought by Corixa under this Section 7.2(b) at Corixa’s request outstanding which has not expired and expense. If Corixa undertakes such suit, then, after deducting the costs incurred by Corixa in connection with such Action, Introgen shall be entitled to receive [***] ([***]%) of any amounts received by Corixa in such actioncovers said Other Product. (c) Upon Introgen’s reasonable request, Corixa agrees to use reasonable efforts, including, but not limited to, with respect to the exercise of rights under the Columbia Agreement (as defined in Section 10.1) to cause Columbia (as defined in Section 10.1) to cooperate in any suit, action or other proceeding under this Section 7.2, at Introgen’s expense. *** Certain information on this page has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions

Infringement. 10.1 If during the term of this Agreement, either party AtheroGenics or Emory becomes aware of a third party infringement product made, used or threatened infringement of any sold in the Licensed PatentsTerritory, which it believes infringes a Valid Claim, the following provisions party obtaining such knowledge shall apply: (a) Introgen shall have promptly advise the right, but not the obligation, to bring suit (itself or through a designee) to enforce the Licensed Patents, and/or to defend any declaratory judgment action with respect thereto, in each case with respect other party of all relevant facts and circumstances pertaining to the manufacture, sale or use of a product within the Field; provided, however, that Introgen shall keep Corixa reasonably informed as to the defense and/or settlement of such actionpotential infringement. Corixa AtheroGenics shall have the right to participate in enforce any issued Licensed Patent against such action with counsel of its own choice infringement, at its own expense. Without limiting the provisions of Section 7.3 below, Corixa agrees to Emory shall cooperate with Introgen with respect to actions brought by Introgen under this Section 7.2(a) at Introgen’s request and expense. If Introgen decides to undertake such suit, then any amounts received by Introgen AtheroGenics in such Action with respect effort, including being joined as a party to infringement that occurred prior such action, if necessary. During the pendency of such an action, royalty rates owed by AtheroGenics to the judgment awarding such amounts Emory shall be included, after deducting the reduced by [*] from those listed in Article 5 of this Agreement. 10.2 Any damages or costs incurred recovered by Introgen AtheroGenics in connection with any action filed by AtheroGenics hereunder shall be applied first to reimbursing AtheroGenics for costs and expenses of such Actionlitigation. Any damages or costs recovered by AtheroGenics in excess of costs and expenses credited shall be the sole property of AtheroGenics. Any such excess damages or costs shall be treated as proceeds of Sales of Licensed Products in the fiscal quarter received by AtheroGenics, and royalties shall be payable by AtheroGenics to Emory thereon in Annual Net Sales hereunderaccordance with the terms of this Agreement. (b) 10.3 Any multiplication of damages for punitive purposes shall be treated as proceeds of Sales of Licensed Products in the fiscal quarter received by AtheroGenics, and royalties shall be payable by AtheroGenics to Emory thereon in accordance with the terms of this Agreement, and AtheroGenics shall retain all attorney fees awarded. 10.4 If Introgen elects not to so initiate an action to enforce the Licensed Patents against a commercially significant infringement by a Third Party within the FieldAtheroGenics shall fail, within one hundred eighty twenty (180120) days after receiving notice from Emory of a request by Corixa potential infringement, or providing Emory with notice of such infringement, to do soeither (a) terminate such infringement, Corixa may initiate (b) institute sub-licensing negotiations, to be completed within a reasonable period of time, or (c) institute an action to prevent continuation thereof and, thereafter to prosecute such action at its expense; provideddiligently, howeveror if AtheroGenics notifies Emory that it does not plan to terminate the infringement, that Corixa shall keep Introgen reasonably informed as to the defense and/or settlement of negotiate a sub-license or institute such action, as requested from time to time by Introgen, and provided that there is not then ongoing a litigation in any country with respect to the Licensed Technology. Introgen Emory shall have the right to participate in any such action with counsel of its own choice do so at its own expense. Introgen agrees to AtheroGenics shall cooperate with Corixa with respect Emory in such effort, including being joined as a party to actions brought by Corixa under this Section 7.2(b) at Corixa’s request and expensesuch action if necessary. If Corixa undertakes such suit, then, after deducting the costs incurred by Corixa in connection with such Action, Introgen Emory shall be entitled to receive [***] ([***]%) of any amounts received by Corixa retain all damages or costs awarded to Emory in such action. (c) Upon Introgen’s reasonable request, Corixa agrees to use reasonable efforts, including, but not limited to, with respect to the exercise of rights under the Columbia Agreement (as defined in Section 10.1) to cause Columbia (as defined in Section 10.1) to cooperate in any suit, action or other proceeding under this Section 7.2, at Introgen’s expense. *** Certain information on this page has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions

Infringement. (a) If during the term of this Agreement, either party Licensor or Licensee becomes aware of a third party infringement or threatened any infringement of any Licensed Patents, the following provisions shall apply: (a) Introgen shall have the right, but not the obligation, to bring suit (itself or through a designee) to enforce the Licensed Patents, and/or to defend any declaratory judgment action with respect thereto, in each case patent issued with respect to the Technology or of the Trademark, such party shall immediately notify the other party, in writing, of the details of such infringement. If any such infringement is within the United States, Licensee shall, at its expense, prosecute any action necessary to protect the rights of each of the parties to this Agreement. If Licensee does not prosecute such action, this license shall terminate unless this requirement is waived by Licensor in writing. If such infringement is in a foreign country, and such infringement is "substantial," Licensee shall, at its expense, prosecute any action necessary to protect the rights of each of the parties to this Agreement. If Licensee does not prosecute such action, Licensee's exclusive license to manufacture, sale or use of a product within the Field; provideduse, however, that Introgen shall keep Corixa reasonably informed as to the defense and/or settlement of such action. Corixa shall have the right to participate in any such action with counsel of its own choice at its own expense. Without limiting the provisions of Section 7.3 below, Corixa agrees to cooperate with Introgen with respect to actions brought by Introgen under this Section 7.2(a) at Introgen’s request sell and expense. If Introgen decides to undertake such suit, then any amounts received by Introgen sublicense in such Action with respect country shall terminate. For purposes of this paragraph, an infringement within a foreign country will be deemed to infringement that occurred prior to be "substantial" if Licensee, or its sublicensee, experiences more than a 25% reduction in sales in such country after introduction in the judgment awarding market in such amounts country of the infringing product. Licensee shall be includedresponsible for all costs, after deducting the costs incurred by Introgen in connection expenses and judgments associated with such Actionprosecutions, in Annual Net Sales hereunderand shall be solely entitled to any monetary award or judgment resulting therefrom. (b) If Introgen elects not to so initiate an Should any action to enforce be commenced against Licensor or Licensee, by the Licensed Patents against filing of a commercially significant infringement by a Third Party complaint or otherwise, which alleges that the Technology, or any of its improvements included within the Fieldscope of the license granted hereunder, within one hundred eighty (180) days or the Trademark infringes the claims of any letters patent or proprietary information or trademark of a request by Corixa to do sothird party, Corixa may initiate Licensee shall defend such action at its cost and expense; provided, however, that Corixa shall keep Introgen reasonably informed as to the defense and/or settlement of such action, as requested from time to time by Introgen, and provided that there is not then ongoing a litigation in any country with respect to the Licensed Technology. Introgen Licensor shall have the right to participate in any such action with counsel of its own choice at its own expense. Introgen agrees to cooperate with Corixa with respect to actions brought by Corixa under this Section 7.2(b) at Corixa’s request and expense. If Corixa undertakes such suit, then, after deducting the costs incurred by Corixa in connection fully with such Action, Introgen shall be entitled to receive [***] ([***]%) of any amounts received by Corixa in such actiondefense. (c) Upon Introgen’s reasonable request, Corixa agrees to use reasonable efforts, including, but not limited to, with respect to the exercise of rights under the Columbia Agreement (as defined in Section 10.1) to cause Columbia (as defined in Section 10.1) to cooperate If Licensor is compelled in any suit which Licensee may institute or defend to join Licensee as a party plaintiff or party defendant, then Licensor shall not be chargeable for any costs or expenses, except its attorneys' fees should it elect separate representation, except as otherwise specifically provided herein. In connection with such suit, action Licensor shall execute all documents necessary or other proceeding under this Section 7.2desirable, at Introgen’s expense. *** Certain information on this page has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been Licensor shall testify in any suit when requested with respect to the omitted portionsdo so by Licensee.

Infringement. If during (a) in the term event a claim of infringement of a patent, copyright, trademark, license or other proprietary right, which directly results from incorporation of the Proprietary Information into the Playing Cards, is brought against USPCC, USPCC agrees to inform Sharps by written notice as soon as is practical and in any event within thirty (30) days. Sharps agrees to defend at its own expense any such suits against USPCC, its officers, employees and agents, and Sharps further agrees to indemnify and hold harmless USPCC, its officers, employees and agents from any and all damages, liability or expenses arising out of such claims of infringement of a patent, copyright, trademark, license or other proprietary right which is directly caused by use of the Proprietary Information in the Playing Cards. (b) In the event of a claim of infringement against USPCC arising from USPCC's use of the Proprietary Information, USPCC shall have the option to terminate this Agreement upon delivery of written notice to Sharps. (c) If, as a result of any claim of infringement of a patent, copyright, trademark, license or other proprietary right which directly results from incorporation of the Proprietary Information into the Playing Cards, USPCC is temporarily restrained or enjoined from using the Proprietary Information, USPCC can not be terminated pursuant to the terms of paragraph 14(b) hereof and no further royalties shall accrue while such temporary restraining order or injunction is in effect, unless USPCC continues to sell the Playing Cards utilizing the Proprietary Information, in which case royalties shall continue. In the event a permanent, nonappealable, injunction is granted enjoining USPCC from manufacturing and selling the Playing Cards, this Agreement shall terminate upon the issuance of such permanent injunction. The provisions of this AgreementSection shall apply only if the infringement is caused directly by use of the Proprietary Information. USPCC agrees to take any reasonable actions required to be taken if by taking such action infringement can be avoided. (d) USPCC agrees to inform Sharps by written notice as soon as is practical, and in any event within thirty (30) days, of any party which USPCC believes is using the Proprietary Information to manufacture and sell playing cards without authorization from Sharps. Sharps shall have two (2) months from receipt of the written notice to investigate the claim and either party becomes aware of stop the unauthorized use or take legal action to stop the unauthorized use. If Sharps chooses not to bring an action against the unauthorized use, it shall so notify USPCC in writing within thirty (30) days. If in USPCC's reasonable judgment, such use by a third party infringement or threatened infringement of any Licensed Patentsmaterially impairs the benefits accruing to USPCC hereunder, the following provisions shall apply: (a) Introgen shall have the right, but not the obligation, to bring suit (itself or through a designee) to enforce the Licensed Patents, and/or to defend any declaratory judgment action with respect thereto, in each case with respect to the manufacture, sale or use of a product within the Field; provided, however, that Introgen shall keep Corixa reasonably informed as to the defense and/or settlement of such action. Corixa USPCC shall have the right to participate in any such action with counsel of its own choice at its own expense. Without limiting the provisions of Section 7.3 below, Corixa agrees terminate this Agreement after written notice to cooperate with Introgen with respect to actions brought by Introgen under this Section 7.2(a) at Introgen’s request and expenseSharps. If Introgen decides to undertake such suit, then any amounts received legal action is taken by Introgen in such Action with respect to infringement that occurred prior to the judgment awarding such amounts shall be included, after deducting the costs incurred by Introgen in connection with such Action, in Annual Net Sales hereunder. (b) If Introgen elects not to so initiate an action to enforce the Licensed Patents against a commercially significant infringement by a Third Party within the Field, within one hundred eighty (180) days of a request by Corixa to do so, Corixa may initiate such action at its expense; provided, however, that Corixa shall keep Introgen reasonably informed as to the defense and/or settlement of such action, as requested from time to time by IntrogenSharps, and provided that there at the conclusion of the legal proceedings Sharps is not then ongoing a litigation in any country with respect unable to the Licensed Technology. Introgen stop said unauthorized use, USPCC shall have the right to participate in any such action with counsel of its own choice at its own expense. Introgen agrees terminate this Agreement after written notice to cooperate with Corixa with respect to actions brought by Corixa under this Section 7.2(b) at Corixa’s request and expense. If Corixa undertakes such suit, then, after deducting the costs incurred by Corixa in connection with such Action, Introgen shall be entitled to receive [***] ([***]%) of any amounts received by Corixa in such actionSharps. (c) Upon Introgen’s reasonable request, Corixa agrees to use reasonable efforts, including, but not limited to, with respect to the exercise of rights under the Columbia Agreement (as defined in Section 10.1) to cause Columbia (as defined in Section 10.1) to cooperate in any suit, action or other proceeding under this Section 7.2, at Introgen’s expense. *** Certain information on this page has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions

Infringement. (a) In the event a claim of infringement of a patent, copyright, license or other proprietary right relating to the Proprietary Information is brought against GEMACO, GEMACO shall have the option to terminate this Agreement upon delivery of written notice to Sharps. The parties agree that the intent of this Paragraph 4(a) is to allow GEMACO and its counsel to evaluate the merits of such a claim and, if GEMACO determines that it is risking significant liability in continuing to manufacture and sell the Playing Cards, then GEMACO may terminate this Agreement to avoid such liability. (b) If, as a result of any claim of infringement of a patent, copyright, license or other proprietary right relating to the Proprietary Information, GEMACO is temporarily restrained or enjoined from using the Proprietary Information, Sharps shall not be entitled to the payment of any royalties while such temporary restraining order or injunction is in effect unless GEMACO continues to manufacture and sell the Playing Cards and the Proprietary Information, in which case royalties shall continue. In the event a permanent nonappealable injunction is granted enjoining GEMACO from manufacturing and selling the Playing Cards, then this Agreement shall terminate upon the issuance of such permanent injunction. The provisions of this Section shall apply only to the infringement which is caused by use of the Proprietary Information. GEMACO agrees to take any reasonable actions required to be taken if by taking such action infringement that can be avoided. If Sharps chooses not to defend GEMACO in such action, it shall so notify GEMACO in writing. GEMACO may then defend the action at its expense to protect its exclusive license granted hereunder, and GEMACO shall be entitled to any award or relief granted by the court pursuant to such action. (c) If any party other than GEMACO or the United States Playing Card Company uses the Proprietary Information to manufacture and sell playing cards during the term of this Agreement, either party becomes aware of a third party infringement or threatened infringement of any Licensed Patents, the following provisions shall apply: (a) Introgen shall have the right, but not the obligation, to bring suit (itself or through a designee) to enforce the Licensed Patents, and/or to defend any declaratory judgment action with respect thereto, in each case with respect to the manufacture, sale or use of a product within the Field; provided, however, that Introgen shall keep Corixa reasonably informed as to the defense and/or settlement of such action. Corixa shall have the right to participate in any such action with counsel of its own choice at its own expense. Without limiting the provisions of Section 7.3 below, Corixa agrees to cooperate with Introgen with respect to actions brought by Introgen under this Section 7.2(a) at Introgen’s request and expense. If Introgen decides to undertake such suit, then any amounts received by Introgen in such Action with respect to infringement that occurred prior to the judgment awarding such amounts shall be included, after deducting the costs incurred by Introgen in connection with such Action, in Annual Net Sales hereunder. (b) If Introgen elects not to so initiate an action to enforce the Licensed Patents against a commercially significant infringement by a Third Party within the Field, within one hundred eighty (180) days of a request by Corixa to do so, Corixa may initiate such action at its expense; provided, however, that Corixa shall keep Introgen reasonably informed as to the defense and/or settlement of such action, as requested from time to time by Introgen, and provided that there is not then ongoing a litigation in any country with respect to the Licensed Technology. Introgen shall have the right to participate in any such action with counsel of its own choice at its own expense. Introgen agrees to cooperate with Corixa with respect to actions brought by Corixa under this Section 7.2(b) at Corixa’s request and expense. If Corixa undertakes such suit, then, after deducting the costs incurred by Corixa in connection with such Action, Introgen GEMACO shall be entitled to receive [***] ([***]%) continue to use the Proprietary Information to manufacture and sell the Playing Cards during the period of such infringing use. GEMACO shall notify Sharps prior to any suspension of royalties. Sharps shall not be entitled to the payment of any amounts received royalties until it restores to GEMACO the exclusive license granted hereunder, or until Sharps files suit in an effort to stop the infringing use. If suit is filed by Corixa Sharps, royalties shall be paid while the action is pending. If Sharps chooses not to bring an action against the infringing party, it shall so notify GEMACO in writing. GEMACO may then bring an action at its expense against the infringing party to protect its exclusive license granted hereunder, and GEMACO shall be entitled to any award or relief granted by the court pursuant to such action. If GEMACO and Sharps agree to jointly pursue an infringement action, then any recovery from such suit shall be divided pro rata between GEMACO and Sharps based upon expenses incurred by each party. (c) Upon Introgen’s reasonable request, Corixa agrees to use reasonable efforts, including, but not limited to, with respect to the exercise of rights under the Columbia Agreement (as defined in Section 10.1) to cause Columbia (as defined in Section 10.1) to cooperate in any suit, action or other proceeding under this Section 7.2, at Introgen’s expense. *** Certain information on this page has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions

Infringement. If during pHoenix shall undertake at pHoenix's own expense the term defense of this Agreement, either party becomes aware of a third party infringement any suit or threatened action for infringement of pHoenix's patents or technology brought against RAICHEM, which suit or action results from the sale of any Licensed PatentsPRODUCTs, the following provisions shall apply: (a) Introgen provided that RAICHEM shall have promptly advised pHoenix in writing of each notice or claim of infringement received by RAICHEM and of the rightcommencement of the suit or action. pHoenix shall hold RAICHEM harmless from damages or other sums which may be assessed or may become payable under any final decree or judgment in any such suit or action or under any settlement thereof. pHoenix shall have sole charge and direction of the defense of any such suit or action and of all negotiations for such settlement, but not the obligation, to bring suit (itself or through a designee) to enforce the Licensed Patents, and/or to defend any declaratory judgment action shall use commercial reasonableness and shall consult with respect thereto, in each case RAICHEM with respect to the manufacture, sale or use of a product within the Field; provided, however, that Introgen shall keep Corixa reasonably informed as regard to the defense and/or or settlement of any such suit or action. Corixa RAICHEM shall be obligated to render all reasonable assistance which may be required by pHoenix at pHoenix's expense. RAICHEM may retain counsel of its own selection and at its own expense to advise and consult with pHoenix's counsel. pHoenix may not settle any suit or action without the consent of RAICHEM, if by such settlement RAICHEM is obligated to make any monetary payment, to part with any property or interest therein, to assume any obligation or to be subject to any injunction. The parties agree that if the PRODUCTs supplied by pHoenix are found to be infringing on a third-party patent, pHoenix will negotiate in good faith with the third party to obtain a license to use the third party's technology and, if pHoenix fails to obtain such a license, or if pHoenix is subject to a permanent injunction, then RAICHEM shall have the right to participate in any such action with counsel either terminate this Agreement by giving written notice of its own choice at its own expense. Without limiting the provisions of Section 7.3 below, Corixa agrees termination to cooperate with Introgen with respect to actions brought by Introgen under this Section 7.2(a) at Introgen’s request and expense. If Introgen decides to undertake such suit, then any amounts received by Introgen in such Action with respect to infringement that occurred prior to the judgment awarding such amounts shall be included, after deducting the costs incurred by Introgen in connection with such Action, in Annual Net Sales hereunder. (b) If Introgen elects not to so initiate an action to enforce the Licensed Patents against a commercially significant infringement by a Third Party within the Field, within one hundred eighty (180) days of a request by Corixa to do so, Corixa may initiate such action at its expense; provided, however, that Corixa shall keep Introgen reasonably informed as to the defense and/or settlement of such action, as requested from time to time by IntrogenpHoenix, and provided that there is not then ongoing a litigation in any country with respect to the Licensed Technology. Introgen shall have the right to participate in any such action with counsel of its own choice at its own expense. Introgen agrees to cooperate with Corixa with respect to actions brought by Corixa under this Section 7.2(b) at Corixa’s request and expense. If Corixa undertakes such suitreturn for full credit all inventory on hand, then, after deducting the costs incurred by Corixa in connection with such Action, Introgen shall be entitled to receive [***] ([***]%) of any amounts received by Corixa in such action. (c) Upon Introgen’s reasonable request, Corixa agrees to use reasonable efforts, including, but not limited to, with respect to the exercise of rights under the Columbia Agreement (as defined in Section 10.1) to cause Columbia (as defined in Section 10.1) to cooperate in any suit, action or other proceeding under this Section 7.2, at Introgen’s expense. *** Certain information on this page has been omitted and filed separately negotiate with the Securities and Exchange Commissioninfringed party for such a license. Confidential treatment has been requested pHoenix's indemnification resulting from any infringement on third party patent shall exclude RAICHEM's costs involved in negotiation with respect to the omitted portionsany infringed party for such a license.

Infringement. If during 11.1 Each party will promptly inform the term other in writing of this Agreement, either party becomes aware of any alleged infringement by a third party infringement or threatened other unauthorized party of any of the patents comprising the Licensed Patents, and provide such other party with any available evidence of infringement. Chondrial will not settle or compromise any claim or action, including without limitation any declaratory judgment action alleging invalidity or noninfringement of any of the Licensed Patents, in a manner that imposes any restrictions, limitations, responsibilities or obligations on IURTC and/or IU (as appropriate) without IURTC’s express written consent, which will not be unreasonably withheld. 11.2 During the Term, Chondrial will have the first right, but not the obligation, to prosecute at its own expense any such infringements of the Licensed Patents and, in furtherance of such prosecution, Chondrial may join IURTC (as appropriate) as a party plaintiff in any such suit, without expense to IURTC. Similarly, during the Term, Chondrial will have the right to defend at its own expense any declaratory judgment action alleging invalidity or non-infringement of any of the Licensed Patents, and, in furtherance thereof, Chondrial may join IURTC (as appropriate) as a party in any such suit, without expense to IURTC. The total cost of any such action commenced or defended solely by Chondrial will be borne by Chondrial. Any recovery of damages by Chondrial as a result of such action will be applied first in satisfaction of any reasonable unreimbursed expenses and attorneys’ fees of Chondrial relating to the following provisions shall apply:action. The balance remaining from any such recovery will be distributed to Chondrial, provided that Chondrial will pay to IURTC such royalties as would otherwise be applicable under Section 3.1 hereof for that portion of Chondrial’s recovery attributable to lost sales, payments or revenues. 11.3 If, within One Hundred Eighty (a180) Introgen shall days after having been notified in writing of any alleged infringement, Chondrial has been unsuccessful in persuading the alleged infringer to desist, or has not brought, or otherwise is not diligently prosecuting, an infringement action, or if Chondrial notifies IURTC at any time prior thereto of its intention not to bring suit against any alleged infringer, then, and in those events only, IURTC will have the right, but not the obligation, to bring prosecute at its own expense any infringement of the Licensed Patents. Settlement, consent judgment or other voluntary final disposition of the suit (itself may be entered into by IURTC without the consent of Chondrial, provided, however that IURTC will not settle or through a designee) to enforce compromise any claim or action, including without limitation any declaratory judgment action alleging invalidity or non-infringement of any of the Licensed Patents, and/or to defend in a manner that imposes any monetary obligations on Chondrial, without Chondrial’s express written consent. The total cost of any such infringement action commenced or defended solely by IURTC will be borne by IURTC, and IURTC will keep any recovery or damages, for past infringement or otherwise, derived therefrom. 11.4 In any infringement suit brought or declaratory judgment action with respect thereto, in each case with respect defended by either party to the manufacture, sale or use protect any of a product within the Field; provided, however, that Introgen shall keep Corixa reasonably informed as to the defense and/or settlement of such action. Corixa shall have the right to participate in any such action with counsel of its own choice at its own expense. Without limiting the provisions of Section 7.3 below, Corixa agrees to cooperate with Introgen with respect to actions brought by Introgen under this Section 7.2(a) at Introgen’s request and expense. If Introgen decides to undertake such suit, then any amounts received by Introgen in such Action with respect to infringement that occurred prior to the judgment awarding such amounts shall be included, after deducting the costs incurred by Introgen in connection with such Action, in Annual Net Sales hereunder. (b) If Introgen elects not to so initiate an action to enforce the Licensed Patents against a commercially significant infringement by a Third Party within pursuant to this Agreement, the Fieldother party will, within one hundred eighty (180) days at the request and expense of a request by Corixa to do sothe party controlling such suit and at such party’s expense, Corixa may initiate such action at its expense; providedcooperate in all respects and, however, that Corixa shall keep Introgen reasonably informed as to the defense and/or settlement of such actionextent possible, as have its employees testify when requested from time to time by Introgenand make available relevant records, papers, information, samples, specimens and provided that there is not then ongoing a litigation in any country with respect to the Licensed Technology. Introgen shall have the right to participate in any such action with counsel of its own choice at its own expense. Introgen agrees to cooperate with Corixa with respect to actions brought by Corixa under this Section 7.2(b) at Corixa’s request and expense. If Corixa undertakes such suit, then, after deducting the costs incurred by Corixa in connection with such Action, Introgen shall be entitled to receive [***] ([***]%) of any amounts received by Corixa in such actionlike. (c) Upon Introgen’s reasonable request, Corixa agrees to use reasonable efforts, including, but not limited to, with respect to the exercise of rights under the Columbia Agreement (as defined in Section 10.1) to cause Columbia (as defined in Section 10.1) to cooperate in any suit, action or other proceeding under this Section 7.2, at Introgen’s expense. *** Certain information on this page has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions

Infringement. If during 4.1 Each party shall promptly inform the term other in writing of this Agreement, either party becomes aware any alleged infringement of the Licensed Patent Rights by a third party infringement or threatened infringement and of any available evidence thereof. 4.2 Subject to the rights of MGH under the MGH License as set forth on Schedule 4.2, Licensee shall have the first right, but shall not be obligated, to prosecute at its own expense all material infringements in the Field of the Licensed PatentsPatent Rights and, in furtherance of such right, OvaScience hereby agrees that Licensee may include OvaScience as a party plaintiff in any such suit. 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 to the following provisions extent such is limited to infringement within the Field. 4.3 OvaScience shall, in its reasonable discretion, determine whether pursuing remedies against the alleged infringer is warranted or justified or shall apply:be reasonably likely to mitigate the alleged infringement, and shall advise Licensee of its determination in this regard. 4.4 If within [***] months after having been notified of an alleged infringement, (ai) Introgen Licensee and/or OvaScience shall have been unsuccessful in persuading the alleged infringer to desist, or (ii) OvaScience shall have failed to advise Licensee, in accordance with Section 4.3, regarding its determination whether to pursue remedies against the alleged infringer, or (iii) OvaScience shall have brought an infringement action against the alleged infringer but is not diligently prosecuting such infringement action, or (iv) if OvaScience shall have determined that pursuing remedies against the alleged infringer is warranted or justified but Licensee shall at any time thereafter notify OvaScience of its intention not to bring or to continue suit against any alleged infringer in the Territory for the Field, then, and in those events only, Licensee shall have the right, but shall not the obligationbe obligated, to bring suit (itself or through a designee) to enforce prosecute at its own expense any infringement of the Licensed PatentsPatent Rights in the Field in the Territory, and/or to defend any declaratory judgment action with respect theretoand Licensee may, in each case with respect to the manufacturefor such purposes, sale or use of include OvaScience as a product within the Field; provided, however, that Introgen shall keep Corixa reasonably informed as to the defense and/or settlement of such action. Corixa shall have the right to participate party plaintiff in any such action with counsel suit, without expense to OvaScience. 4.5 No settlement, consent judgment or other voluntary final disposition of its own choice at its own expenseany suit under this Article 4 may be entered into without the consent of OvaScience, which consent shall not unreasonably be withheld, conditioned, or delayed. 4.6 Any recovery of damages by Licensee for each such suit under this Article 4 shall be applied first in satisfaction of any unreimbursed expenses and legal fees of Licensee and OvaScience relating to such suit. Without limiting The balance remaining from any such recovery shall be divided between Licensee and OvaScience in proportion to the provisions amount of Section 7.3 below, Corixa agrees such recovery relating to cooperate with Introgen with respect infringement in the Field (which shall go to actions brought by Introgen Licensee) and the amount of such recovery relating to infringement outside the Field (which shall go to OvaScience). Licensee and OvaScience agree to make any payments required to one another under this Section 7.2(a) at Introgen’s request and expense. If Introgen decides to undertake such suit, then any amounts received by Introgen in such Action with respect to infringement that occurred prior to the judgment awarding such amounts shall be included, after deducting the costs incurred by Introgen in connection with such Action, in Annual Net Sales hereunder. (b) If Introgen elects not to so initiate an action to enforce the Licensed Patents against a commercially significant infringement by a Third Party within the Field, within one hundred eighty (180) days of a request by Corixa to do so, Corixa may initiate such action at its expense; provided, however, that Corixa shall keep Introgen reasonably informed as to the defense and/or settlement of such action, as requested from time to time by Introgen, and provided that there is not then ongoing a litigation in any country with respect to the Licensed Technology. Introgen shall have the right to participate in any such action with counsel of its own choice at its own expense. Introgen agrees to cooperate with Corixa with respect to actions brought by Corixa under this Section 7.2(b) at Corixa’s request and expense. If Corixa undertakes such suit, then, after deducting the costs incurred by Corixa in connection with such Action, Introgen shall be entitled to receive [***] ([***]%) of any amounts received by Corixa in such action. (c) Upon Introgen’s reasonable request, Corixa agrees to use reasonable efforts, including, but not limited to, with respect to the exercise of rights under the Columbia Agreement (as defined in Section 10.1) to cause Columbia (as defined in Section 10.1) to cooperate in any suit, action or other proceeding under this Section 7.2, at Introgen’s expense. *** Certain information on this page has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions4.6 within

Infringement. If during the term 7.1 GTx shall inform UTRC and UTRC shall inform GTx, promptly in writing of this Agreement, either party becomes aware any alleged assertion and/or claim of a third party infringement or threatened infringement of the Licensed Patents by a Third Party and of any Licensed Patents, the following provisions shall apply:available evidence thereof. (a) Introgen 7.2 GTx shall have the right, but shall not be obligated, to prosecute at its own expense all infringements of the obligationLicensed Patents and, in furtherance of such right, UTRC hereby agrees that GTx may include UTRC as a party plaintiff in any such suit, without expense to UTRC. The total cost of any such infringement action commenced or defended by GTx shall be borne by GTx. After deduction of outstanding expenses, including attorneys fees of GTx, the balance remaining from any such recovery shall be divided equally between GTx and UTRC until UTRC shall have recovered in full any royalty payments to which it would have been otherwise entitled to receive hereunder, but for such infringement, and any remaining balance, if any, shall be retained by GTx. No settlement, consent, judgment or other voluntary dismissal of such suits may be entered into without the consent of UTRC, provided that such consent shall not be unreasonably withheld and that UTRC shall not condition such consent on an increase in payments to UTRC hereunder. 7.3 If within six (6) months after having been notified of an alleged infringement, GTx has not brought or is not diligently prosecuting an infringement action, or if GTx has notified UTRC at any time prior thereto of its intention not to bring suit (itself or through a designee) against any alleged infringement of the Patents, then, and in those events only, UTRC shall have the right, but shall not be obligated, to enforce prosecute at its own expense any infringement of the Licensed Patents, and UTRC may, for such purposes, use the name of GTx as party plaintiff. No settlement, consent judgment or other voluntary final disposition of the suit may be entered into without the consent of GTx, which consent shall not unreasonably be withheld. After deduction of outstanding expenses of UTRC, including attorney fees and any expenses of GTx, including attorney fees incurred prior to UTRC's pursuit of such infringement, the balance remaining from any such recovery shall be divided equally between GTx and UTRC. 7.4 In the event that GTx undertakes the enforcement and/or defense of the Licensed Patents by litigation or an inter partes proceeding in the United States or a foreign country against a Third Party, GTx may withhold up to defend [ * ] of the payments otherwise thereafter due UTRC under Article 4 that are attributable to sales in the country where such litigation or inter partes proceeding takes place and apply the same toward reimbursement of up to half of GTx's expenses, including reasonable attorneys' fees, in connection therewith. GTx may not withhold any portion of the payments due UTRC under Article 4 in the event that GTx undertakes the enforcement and/or defense of the Licensed Patents by litigation or an inter partes proceeding in the United States or a foreign country against an Affiliate, a Joint Alliance Party or a Residual Alliance Party. Any recovery of damages by GTx for each such suit shall be applied first in satisfaction of any unreimbursed expenses and legal fees of GTx relating to such suit, and next toward reimbursement of UTRC for any payments under Article 4 past due or withheld and applied pursuant to this Article 7. 7.5 In the event that a declaratory judgment action with respect theretoalleging invalidity or noninfringement of any of the Licensed Patents shall be brought against UTRC, in each case with respect to GTx at its option shall have the manufactureright, sale or use of a product within the Field; provided, however, that Introgen shall keep Corixa reasonably informed as to the defense and/or settlement thirty (30) days after commencement of such action. Corixa shall have , to intervene and take over the right to participate in any such sole defense of the action with counsel of its own choice at its own expense. Without limiting the provisions of Section 7.3 below, Corixa agrees to cooperate with Introgen with respect to actions brought by Introgen under this Section 7.2(a) at Introgen’s request and expense. If Introgen decides to undertake such suit, then any amounts received by Introgen in such Action with respect to infringement that occurred prior to the judgment awarding such amounts shall be included, after deducting the costs incurred by Introgen in connection with such Action, in Annual Net Sales hereunder. (b) If Introgen elects not to so initiate an action to enforce the Licensed Patents against a commercially significant infringement by a Third Party within the Field, within one hundred eighty (180) days of a request by Corixa to do so, Corixa may initiate such action at its expense; provided, however, that Corixa shall keep Introgen reasonably informed as to the defense and/or settlement of such action, as requested from time to time by Introgen, and provided that there is not then ongoing a litigation in any country with respect to the Licensed Technology. Introgen shall have the right to participate in any such action with counsel of its own choice at its own expense. Introgen agrees to cooperate with Corixa with respect to actions brought by Corixa under this Section 7.2(b) at Corixa’s request and expense. If Corixa undertakes such suit, then, after deducting the costs incurred by Corixa in connection with such Action, Introgen shall be entitled to receive [***] ([***]%) of any amounts received by Corixa in such action. (c) Upon Introgen’s reasonable request, Corixa agrees to use reasonable efforts, including, but not limited to, with respect to the exercise of rights under the Columbia Agreement (as defined in Section 10.1) to cause Columbia (as defined in Section 10.1) to cooperate in any suit, action or other proceeding under this Section 7.2, at Introgen’s expense. *** Certain information on this page has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions

Infringement. If 8.1. Each Party shall promptly report in writing to the other Parties during the term of this AgreementAgreement any infringement or suspected infringement of any Patent, either party becomes aware or unauthorized use or misappropriation of Technology or patents by a third party of which it becomes aware, and shall provide the other Party with all available evidence supporting said infringement, suspected infringement or threatened infringement of any Licensed Patentsunauthorized use or misappropriation. 8.2. Except as provided in Section 8.3, the following provisions shall apply: (a) Introgen shall have the right, but not the obligation, to bring suit (itself or through a designee) to enforce the Licensed Patents, and/or to defend any declaratory judgment action with respect thereto, in each case with respect to the manufacture, sale or use of a product within the Field; provided, however, that Introgen shall keep Corixa reasonably informed as to the defense and/or settlement of such action. Corixa Cutanogen shall have the right to participate initiate an infringement suit or other appropriate action against any third party who at any time has infringed or is suspected of infringing any of the Patents or of using without proper authorization all or any portion of Technology. Cutanogen shall give the Licensors sufficient advance written notice of its intent to initiate such action and the reasons therefor, and shall provide the Licensors with an opportunity to make suggestions and comments regarding such action, and if necessary the Licensors agree to be named as a nominal party therein, subject to the approval of the Attorney General of Ohio on behalf of UC and the General Counsel of SHC on behalf of SHC. Cutanogen shall keep the Licensors promptly informed of the status of any such action. Cutanogen shall have the sole and exclusive right to select counsel for and shall pay all expenses of such action, subject to the approval of the Attorney General of Ohio on behalf of UC and the General Counsel of SHC on behalf of SHC. The Licensors shall offer reasonable assistance to Cutanogen in connection therewith at no charge to Cutanogen except for reimbursement of reasonable out-of-pocket expenses. Cutanogen may settle any such action subject to prior approval of the Licensors, which approval shall not be unreasonably withheld. Any damages, profits or awards of whatever nature recovered from such action over and above expenses, including but not limited to amounts paid to attorneys, shall be treated as Net Sales by Cutanogen under this Agreement's Section 6.2 for purposes of royalty calculations and payments. 8.3. In the event that Cutanogen does not within twelve (12) months of a written request for action from the Licensors (a) secure cessation of the infringement, or (b) enter suit against the infringer, or (c) provide the Licensors with counsel evidence of its own choice the pendency of a bona fide negotiation for the acceptance by the infringer of a sublicense under Patents, the Licensors shall have the right but not the obligation to take action against the infringer at its their own expense. Without limiting the provisions of Section 7.3 below, Corixa agrees to cooperate with Introgen with respect to actions brought by Introgen under this Section 7.2(a) at Introgen’s request and expense. If Introgen decides to undertake such suit, then any amounts received by Introgen in such Action with respect to infringement that occurred prior to the judgment awarding such amounts Cutanogen shall be included, after deducting the costs incurred by Introgen offer reasonable assistance in connection with such Actionaction at no charge to the Licensors except for the reimbursement of reasonable out-of-pocket expenses. Any damages, in Annual Net Sales hereunder. (b) If Introgen elects not to so initiate an action to enforce the Licensed Patents against a commercially significant infringement by a Third Party within the Field, within one hundred eighty (180) days profits or awards of a request by Corixa to do so, Corixa may initiate whatever nature recovered from such action at its expense; provided, however, that Corixa shall keep Introgen reasonably informed as belong solely to the defense and/or settlement of such action, as requested from time to time by Introgen, and provided that there is not then ongoing a litigation in any country with respect to the Licensed Technology. Introgen shall have the right to participate in any such action with counsel of its own choice at its own expense. Introgen agrees to cooperate with Corixa with respect to actions brought by Corixa under this Section 7.2(b) at Corixa’s request and expense. If Corixa undertakes such suit, then, after deducting the costs incurred by Corixa in connection with such Action, Introgen shall be entitled to receive [***] ([***]%) of any amounts received by Corixa in such actionLicensors. (c) Upon Introgen’s reasonable request, Corixa agrees to use reasonable efforts, including, but not limited to, with respect to the exercise of rights under the Columbia Agreement (as defined in Section 10.1) to cause Columbia (as defined in Section 10.1) to cooperate in any suit, action or other proceeding under this Section 7.2, at Introgen’s expense. *** Certain information on this page has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions

Infringement. If during 7.1 Each party shall inform the term other promptly in writing of this Agreement, either party becomes aware any alleged infringement of the Patent Rights by a third party infringement or threatened infringement and of any Licensed Patentsavailable evidence thereof Each party shall use reasonable efforts, and cooperate with the following provisions shall apply:other party, to terminate any infringement without litigation. (a) Introgen 7.2 VistaGen shall have the right, but shall not be obligated, to prosecute at its own expense all infringements of the obligationPatent Rights for use in Screening Systems. No settlement, consent judgment or other voluntary final disposition of the suit may be entered into without the consent of National Jewish, which consent shall not unreasonably be withheld. VistaGen may include National Jewish as a party in any such suit subject to indemnifying National Jewish and its affiliates against any order for costs or other damages that may be made against National Jewish or its affiliates in such proceedings. 7.3 In the event that VistaGen shall undertake the enforcement and/or defense of the Patent Rights by litigation, VistaGen may withhold up to fifty percent (50%) of all Annual Payments otherwise due National Jewish under Article 4 hereunder and apply the same toward reimbursement of up to half of VistaGen's reasonable and customary, documented, third party expenses, including reasonable attorneys' fees, in connection therewith, incurred during that reporting period. VistaGen shall not withhold any additional amounts under this paragraph than are necessary to reimburse fifty (50) percent of expenses and attorneys' fees actually incurred as of the date such amounts are payable to National Jewish, and in no case shall National Jewish be paid less than fifty (50) percent of the amount due. 7.4 If within six (6) months after having been notified of any alleged infringement, VistaGen shall have been unsuccessful in persuading the alleged infringer to desist or shall not have brought and shall not be diligently prosecuting an infringement action, or if VistaGen shall notify National Jewish at any time prior thereto of its intention not to bring suit (itself or through a designee) to enforce against any alleged infringer in the Licensed PatentsTerritory, and/or to defend any declaratory judgment action with respect theretothen, and in each case with respect to the manufacturethose events only, sale or use of a product within the Field; provided, however, that Introgen shall keep Corixa reasonably informed as to the defense and/or settlement of such action. Corixa National Jewish shall have the right right, but shall not be obligated, to participate in any such action with counsel of its own choice prosecute at its own expenseexpense any infringement of the Patent Rights in the Territory. Without limiting The total cost of any such infringement action commenced or defended solely by National Jewish shall be borne by National Jewish. Any award paid by infringers as a result of such action shall be retained by National Jewish, except for any reasonable and customary, documented, third party legal expenses incurred by VistaGen for cooperative actions taken at the provisions written request of Section 7.3 belowNational Jewish. 7.5 In the event VistaGen initiates or carries on legal proceedings to enforce Patent Rights against any alleged infringer, Corixa agrees any award paid by third parties as result of such proceedings (whether by way of settlement or otherwise) shall First be applied to cooperate with Introgen with respect to actions brought reimbursement of unreimbursed, reasonable and customary, documented, third party legal fees and expenses incurred by Introgen under this Section 7.2(a) at Introgen’s request and expense. If Introgen decides to undertake such suitVistaGen, then toward reimbursement of any amounts received by Introgen in such Action with respect to infringement that occurred prior to the judgment awarding such amounts shall be includedunreimbursed reasonable and customary, after deducting the costs incurred by Introgen in connection with such Actiondocumented, in Annual Net Sales hereunder. (b) If Introgen elects not to so initiate an action to enforce the Licensed Patents against a commercially significant infringement by a Third Party within the Field, within one hundred eighty (180) days third party legal fees and expenses of a request by Corixa to do so, Corixa may initiate such action at its expense; provided, however, that Corixa shall keep Introgen reasonably informed as to the defense and/or settlement of such action, as requested from time to time by Introgen, and provided that there is not then ongoing a litigation in any country with respect to the Licensed Technology. Introgen shall have the right to participate in any such action with counsel of its own choice at its own expense. Introgen agrees to cooperate with Corixa with respect to actions brought by Corixa under this Section 7.2(b) at Corixa’s request and expense. If Corixa undertakes such suitNational Jewish, then, after deducting if applicable, toward reimbursement of National Jewish for the costs incurred by Corixa in connection with such Actionamount of any payments withheld pursuant to Section 7.3, Introgen and then the remainder shall be entitled divided among the parties in direct proportion to receive [***] ([***]%) each party's Risked Capital For the purposes of any amounts received by Corixa in such action. (c) Upon Introgen’s reasonable request, Corixa agrees to use reasonable efforts, including, but not limited to, with respect to the exercise of rights under the Columbia Agreement (as defined in Section 10.1) to cause Columbia (as defined in Section 10.1) to cooperate in any suit, action or other proceeding under this Section 7.27.5 only, at Introgen’s expense. *** Certain information on "Risked Capital" shall mean (i) for National Jewish, the unreimbursed third party legal fees of this page has been omitted Section 7.5 plus amounts withheld by VistaGen pursuant to Section 7.3, and filed separately with (ii) for VistaGen, the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portionsunreimbursed third party legal fees of this Section 7.5.

Infringement. 7.1 If during the term of this Agreement, either party becomes aware of shall determine that there is a third party infringement or threatened probable infringement of any Licensed Patentsof the Intellectual Property by a Third Party, that party shall promptly notify the following provisions other party in writing of the infringement. 7.2 INFRAMAT, on discovery or notification of such infringement, shall, with reasonable promptness, refer the matter to its intellectual property counsel to perform an infringement evaluation and determine the likelihood of success on the merits of an infringement claim. At its option and its expense, NANO may retain its own intellectual property counsel to conduct an independent evaluation or to consult with INFRAMAT's intellectual property counsel regarding the evaluation under a suitable joint privilege agreement. 7.3 If INFRAMAT determines that the facts pertaining to infringement and the likelihood of success of any action warrants taking legal action against an infringer, INFRAMAT shall apply: (a) Introgen advise NANO in writing of such determination prior to taking any legal action. If INFRAMAT determines that the facts pertaining to infringement and the likelihood of success of any action do not warrant taking legal action, it shall so advise NANO. If INFRAMAT decides not to pursue legal action, NANO shall have the right, but not the obligation, option to elect to bring suit an infringement action at its own cost and expense, and NANO shall not hold INFRAMAT liable for lack of infringement litigation. If NANO decides not to bring litigation for patent infringement, INFRAMAT shall not hold NANO liable for lack of infringement litigation. 7.4 The parties agree to fully cooperate with and assist each other in any infringement action under the Intellectual Property. If one party brings an infringement action against a Third Party (itself "Litigating Party"), the other party, in order to assist in bringing and maintaining the suit, shall: (i) join as a party, if necessary to the maintenance of the infringement action; (ii) grant all lawful permissions and sign all lawful documents necessary in the Litigating Party's judgment to prosecute the action; and (iii) give all truthful testimony requested by the Litigating Party. 7.5 If any infringement action taken shall prove successful and the Litigating Party shall collect monies by judgment or through a designeesettlement, and provided the other party complies with Section 7.4, the Litigating Party shall: (i) deduct its intellectual property counsel fees and other reasonable expenses attendant to enforce such action, including without limitation expert fees; and (ii) then shall pay to the other party twenty-five (25%) percent of the balance of monies collected by judgment or settlement. 7.6 Neither party may settle an infringement claim without the prior approval of the other party if such settlement would affect the rights of the other party in the Licensed Patents, and/or to defend any declaratory judgment action with respect thereto, in each case with respect to the manufacture, sale or use of a product within the Field; provided, however, that Introgen shall keep Corixa reasonably informed as to the defense and/or settlement of such action. Corixa shall have the right to participate in any such action with counsel of its own choice at its own expense. Without limiting the provisions of Section 7.3 below, Corixa agrees to cooperate with Introgen with respect to actions brought by Introgen under this Section 7.2(a) at Introgen’s request and expense. If Introgen decides to undertake such suit, then any amounts received by Introgen in such Action with respect to infringement that occurred prior to the judgment awarding such amounts shall be included, after deducting the costs incurred by Introgen in connection with such Action, in Annual Net Sales hereunder. (b) If Introgen elects not to so initiate an action to enforce the Licensed Patents against a commercially significant infringement by a Third Party within the Field, within one hundred eighty (180) days of a request by Corixa to do so, Corixa may initiate such action at its expense; provided, however, that Corixa shall keep Introgen reasonably informed as to the defense and/or settlement of such action, as requested from time to time by Introgen, and provided that there is not then ongoing a litigation in any country with respect to the Licensed Technology. Introgen shall have the right to participate in any such action with counsel of its own choice at its own expense. Introgen agrees to cooperate with Corixa with respect to actions brought by Corixa under this Section 7.2(b) at Corixa’s request and expense. If Corixa undertakes such suit, then, after deducting the costs incurred by Corixa in connection with such Action, Introgen shall be entitled to receive [***] ([***]%) of any amounts received by Corixa in such action. (c) Upon Introgen’s reasonable request, Corixa agrees to use reasonable efforts, including, but not limited to, with respect to the exercise of rights under the Columbia Agreement (as defined in Section 10.1) to cause Columbia (as defined in Section 10.1) to cooperate in any suit, action or other proceeding under this Section 7.2, at Introgen’s expense. *** Certain information on this page has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions

Infringement. If during 7.1 Except as set forth in Sections 8.5.2 and 8.6.3, in the term event that any of this Agreement, either party becomes aware the Licensed Joint Patent Rights or any other Licensed Patent Rights exclusively licensed to Novo Nordisk pursuant to the second sentence of Section 3.1 are infringed or believed to be infringed by a third party, Novo Nordisk may, at its option, elect to prosecute such infringement claims. If Novo Nordisk elects to commence such an action, Novo Nordisk shall have control of such action and shall have the right to settle or compromise the same, and Progenitor agrees that it shall fully cooperate in every reasonable way with the prosecution of such action. If Novo Nordisk elects to commence such an action, Progenitor hereby grants Novo Nordisk the right to do so in Progenitor's name, and, if Progenitor is a legally indispensable party infringement to such action, Novo Nordisk may cause it to be joined as a party in such action at Novo Nordisk's expense. Novo Nordisk shall notify Progenitor of any action filed by Novo Nordisk pursuant to this Section and shall keep Progenitor generally informed as to the progress of such action. 7.2 Recoveries or threatened reimbursements from any such action shall first be applied to reimburse Novo Nordisk for its expenses, costs and fees in connection with the action. Any remaining recoveries or reimbursements, to the extent they constitute the equivalent of, or damages or payments in lieu of, reasonable royalties on the infringer's sales (but not in excess of the amount that would be payable pursuant to Section 4.3), shall be shared with Progenitor in accordance with Section 4.3, and otherwise shall be retained by Novo Nordisk as its own property. 7.3 In the event that Novo Nordisk decides not to commence or continue prosecution of an infringement of any the Licensed PatentsJoint Patent Rights, or of the following provisions other Licensed Patent Rights exclusively licensed to Novo Nordisk, pursuant to the above paragraphs, Novo Nordisk will promptly give written notice of such decision to Progenitor. Progenitor shall apply: (a) Introgen shall thereafter have the right, but not the obligation, to bring suit (itself commence or through a designee) to enforce the Licensed Patents, and/or to defend any declaratory judgment action with respect thereto, in each case with respect to the manufacture, sale or use of a product within the Field; provided, however, that Introgen shall keep Corixa reasonably informed as to the defense and/or settlement of such action. Corixa shall have the right to participate in any continue such action with counsel of its own choice at its own expense, controlling such action and retaining all recoveries therefrom. Without limiting If Progenitor elects to bring an action to prosecute the provisions infringement of Section 7.3 belowany Licensed Joint Patent Rights or other exclusively-licensed Licensed Patent Rights under this Section, Corixa Progenitor shall have sole control of such action and may settle or compromise such action in its sole discretion, provided that no such settlement or compromise conflicts with any provision of this Agreement. If Progenitor elects to commence such an action, Novo Nordisk hereby grants Progenitor the right to do so in Novo Nordisk's name, and, if Novo Nordisk is a legally indispensable party to such action, Progenitor may cause it to be joined as a party in such action at Progenitor's expense, and Novo Nordisk agrees to cooperate fully in every reasonable way with Introgen with respect to actions brought by Introgen under this Section 7.2(a) at Introgen’s request and expense. If Introgen decides to undertake such suit, then any amounts received by Introgen in such Action with respect to infringement that occurred prior to the judgment awarding such amounts shall be included, after deducting the costs incurred by Introgen in connection with such Action, in Annual Net Sales hereunder. (b) If Introgen elects not to so initiate an action to enforce the Licensed Patents against a commercially significant infringement by a Third Party within the Field, within one hundred eighty (180) days of a request by Corixa to do so, Corixa may initiate such action at its expense; provided, however, that Corixa shall keep Introgen reasonably informed as to the defense and/or settlement prosecution of such action, as requested from time to time by Introgen, and provided that there is not then ongoing a litigation in any country with respect to the Licensed Technology. Introgen shall have the right to participate in any such action with counsel of its own choice at its own expense. Introgen agrees to cooperate with Corixa with respect to actions brought by Corixa under this Section 7.2(b) at Corixa’s request and expense. If Corixa undertakes such suit, then, after deducting the costs incurred by Corixa in connection with such Action, Introgen shall be entitled to receive [***] ([***]%) of any amounts received by Corixa in such action. (c) Upon Introgen’s reasonable request, Corixa agrees to use reasonable efforts, including, but not limited to, with respect to the exercise of rights under the Columbia Agreement (as defined in Section 10.1) to cause Columbia (as defined in Section 10.1) to cooperate in any suit, action or other proceeding under this Section 7.2, at Introgen’s expense. *** Certain information on this page has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions

Infringement. 10.1 If during the term of this Agreement, either party AtheroGenics or Emory becomes aware of a third party infringement product made, used or threatened infringement of any sold in the Licensed PatentsTerritory, which it believes infringes a Valid Claim, the following provisions party obtaining such knowledge shall apply: (a) Introgen shall have promptly advise the right, but not the obligation, to bring suit (itself or through a designee) to enforce the Licensed Patents, and/or to defend any declaratory judgment action with respect thereto, in each case with respect other party of all relevant facts and circumstances pertaining to the manufacture, sale or use of a product within the Field; provided, however, that Introgen shall keep Corixa reasonably informed as to the defense and/or settlement of such actionpotential infringement. Corixa AtheroGenics shall have the right to participate in enforce any issued Licensed Patent against such action with counsel of its own choice infringement, at its own expense. Without limiting the provisions of Section 7.3 below, Corixa agrees to Emory shall cooperate with Introgen with respect to actions brought by Introgen under this Section 7.2(a) at Introgen’s request and expense. If Introgen decides to undertake such suit, then any amounts received by Introgen AtheroGenics in such Action with respect effort, including being joined as a party to infringement that occurred prior such action, if necessary. During the pendency of such an action, royalty rates owed by AtheroGenics to the judgment awarding such amounts Emory shall be included, after deducting the reduced by fifty (50%) percent from those listed in Article 5 of this Agreement. 10.2 Any damages or costs incurred recovered by Introgen AtheroGenics in connection with any action filed by AtheroGenics hereunder shall be applied first to reimbursing AtheroGenics for costs and expenses of such Actionlitigation. Any damages or costs recovered by AtheroGenics in excess of costs and expenses credited shall be the sole property of AtheroGenics. Any such excess damages or costs shall be treated as proceeds of Sales of Licensed Products in the fiscal quarter received by AtheroGenics, and royalties shall be payable by AtheroGenics to Emory thereon in Annual Net Sales hereunderaccordance with the terms of this Agreement. (b) 10.3 Any multiplication of damages for punitive purposes shall be treated as proceeds of Sales of Licensed Products in the fiscal quarter received by AtheroGenics, and royalties shall be payable by AtheroGenics to Emory thereon in accordance with the terms of this Agreement, and AtheroGenics shall retain all attorney fees awarded. 10.4 If Introgen elects not to so initiate an action to enforce the Licensed Patents against a commercially significant infringement by a Third Party within the FieldAtheroGenics shall fail, within one hundred eighty twenty (180120) days after receiving notice from Emory of a request by Corixa potential infringement, or providing Emory with notice of such infringement, to do soeither (a) terminate such infringement, Corixa may initiate (b) institute sub-licensing negotiations, to be completed within a reasonable period of time, or (c) institute an action to prevent continuation thereof and, thereafter to prosecute such action at its expense; provideddiligently, howeveror if AtheroGenics notifies Emory that it does not plan to terminate the infringement, that Corixa shall keep Introgen reasonably informed as to the defense and/or settlement of negotiate a sub-license or institute such action, as requested from time to time by Introgen, and provided that there is not then ongoing a litigation in any country with respect to the Licensed Technology. Introgen Emory shall have the right to participate in any such action with counsel of its own choice do so at its own expense. Introgen agrees to AtheroGenics shall cooperate with Corixa with respect Emory in such effort, including being joined as a party to actions brought by Corixa under this Section 7.2(b) at Corixa’s request and expensesuch action if necessary. If Corixa undertakes such suit, then, after deducting the costs incurred by Corixa in connection with such Action, Introgen Emory shall be entitled to receive [***] ([***]%) of any amounts received by Corixa retain all damages or costs awarded to Emory in such action. (c) Upon Introgen’s reasonable request, Corixa agrees to use reasonable efforts, including, but not limited to, with respect to the exercise of rights under the Columbia Agreement (as defined in Section 10.1) to cause Columbia (as defined in Section 10.1) to cooperate in any suit, action or other proceeding under this Section 7.2, at Introgen’s expense. *** Certain information on this page has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions

Infringement. If during 7.1 Licensee shall inform Pharmos promptly in writing of any alleged infringement of the Patent Rights by a third party and of any available evidence thereof. 7.2 During the term of this Agreement, either party becomes aware of a third party infringement or threatened infringement of any Licensed Patents, the following provisions shall apply: (a) Introgen Pharmos shall have the right, but shall not be obligated, to prosecute at its own expense any such infringements of the obligationPatent Rights. If Pharmos prosecutes any such infringement, Licensee agrees that Pharmos 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 Pharmos shall be borne by Pharmos and Pharmos shall keep any recovery or damages for past infringement derived therefrom. Costs for jointly prosecuted or defended actions shall be borne by Pharmos, and Licensee who shall share equally any recovery or damages. Licensee may join and actively participate in such action at its expense and share in any recovery, to the extent of Licensee's customary and usual legal expenses relating to the litigation. 7.3 If within 90 days after having been notified of any alleged infringement or such shorter time prescribed by law, Pharmos 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 Pharmos shall notify Licensee at any time prior thereto of its intention not to bring suit (itself or through 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 Patent Rights, and Licensee may, for such purposes, use the name of Pharmos as a designee) to enforce the Licensed Patents, and/or to defend any declaratory judgment action with respect thereto, in each case with respect to the manufacture, sale or use of a product within the Fieldparty plaintiff; provided, however, that Introgen shall keep Corixa reasonably informed as to the defense and/or settlement of such action. Corixa shall have the right to participate bring an infringement action shall remain in effect only for so long as the license granted herein is in effect (or the action is being pursued) whichever is later. No settlement, consent judgment or other voluntary final disposition of the suit may be entered into without the consent of Pharmos which consent shall not unreasonably be withheld. Licensee shall indemnify Pharmos against any such action with counsel of its own choice at its own expense. Without limiting the provisions of Section 7.3 below, Corixa agrees to cooperate with Introgen with respect to actions brought by Introgen under this Section 7.2(a) at Introgen’s request and expense. If Introgen decides to undertake such suit, then any amounts received by Introgen order for costs that may be made against Pharmos in such Action with respect to infringement that occurred prior to the judgment awarding such amounts shall be included, after deducting the costs incurred by Introgen in connection with such Action, in Annual Net Sales hereunderproceedings. 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 (b) If Introgen elects not to so initiate an action to enforce the Licensed Patents against a commercially significant infringement by a Third Party within the Field, within one hundred eighty (180) days of a request by Corixa to do so, Corixa may initiate such action at its expense; provided, however, that Corixa shall keep Introgen reasonably informed as to the defense and/or settlement of such action, as requested from time to time by Introgen, and provided that there is not then ongoing a litigation in any country with respect to the Licensed Technology. Introgen shall have the right to participate in any such action with counsel of its own choice at its own expense. Introgen agrees to cooperate with Corixa with respect to actions brought by Corixa under this Section 7.2(b) at Corixa’s request and expense. If Corixa undertakes such suit, then, after deducting the costs incurred by Corixa in connection with such Action, Introgen shall be entitled to receive [***] ([***]50%) of any amounts received by Corixa in such action. (c) Upon Introgen’s reasonable request, Corixa agrees the royalties or other payments otherwise thereafter due Pharmos hereunder and apply the same toward expenses related to use reasonable efforts, the infringement including, but not limited to, with respect reimbursement of its expenses related to the exercise litigation, including reasonable attorneys' fees, in connection therewith. Said withholding of rights under royalties shall begin no earlier than the Columbia Agreement (date Licensee first receives a bill for professional services or expenses associated with the enfo▇▇▇▇ent 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 the suit, and next toward reimbursement of Pharmos for any royalties past due or withheld and applied pursuant to this Article VII. The balance remaining from any such recovery shall be divided equally between Licensee and Pharmos. 7.5 In any infringement suit as defined in Section 10.1) either party may institute to cause Columbia (as defined in Section 10.1) enforce the Patent Rights pursuant to this Agreement, the other party hereto shall, at the request and expense of the party initiating such suit, cooperate in any suitall respects and, action or other proceeding under this Section 7.2, at Introgen’s expense. *** Certain information on this page has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portionsextent possible, have its employees testify when requested and make available relevant records, papers, information, samples, specimens, and the like. 7.6 In the event that a declaratory judgment action alleging invalidity or noninfringement of any of the Patent Rights shall be brought against Licensee, Pharmos 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 expense.

Infringement. If during [12] Each Party shall promptly notify the term other Party of this Agreement, either party becomes aware of a third party infringement or threatened any infringement of any the Licensed PatentsMarks. If a Party files an infringement suit, the following provisions non-filing Party shall, at the filing Party’s request, join the filing Party in such action to redress and/or prevent such infringement and to provide reasonable cooperation in connection therewith. In such an action, the Party filing the suit shall apply: control the proceedings and the Parties shall allocate fees, expenses, and recovery as follows: if the alleged infringement occurs in the Company Territory, Company shall be responsible for the fees and expenses and enjoy the recovery, if any; if the alleged infringement occurs in the Licensee Territory, Licensee shall be responsible for the fees and expenses and enjoy the recovery, if any; or if the alleged infringement occurs in both the Licensee Territory and the Company Territory, the Parties shall share the reasonable fees and expenses, and recovery, if any, on a pro rata basis. [12] INFRINGEMENT Both licensee and licensor have an interest in finding and enforcing against unauthorized trademark use. The licensee does not want the unauthorized products to divert from its sales. The licensor needs to worry about product quality and brand reputation (a) Introgen shall have and the right, but allegation of abandonment by naked licensing). Licensors will not want to give the obligation, licensee the option to bring suit (itself or through a designee) to enforce the Licensed Patents, and/or to defend any declaratory judgment action with respect thereto, in each case with respect to the manufacture, sale or use of a product within trademarks on its own as the Field; provided, however, that Introgen shall keep Corixa reasonably informed as licensor likely desires to make all legal decisions relating to the defense and/or settlement of such actiontrademarks. Corixa shall Thus, parties tend to fight over these provisions a lot, even though they may be seldom invoked, because they can have the right to participate large financial implications. Consequently, specifying in any such action with counsel of its own choice at its own expense. Without limiting the provisions of Section 7.3 below, Corixa agrees to cooperate with Introgen with respect to actions brought by Introgen under this Section 7.2(a) at Introgen’s request and expense. If Introgen decides to undertake such suit, then any amounts received by Introgen in such Action with respect to infringement that occurred prior to the judgment awarding such amounts shall be included, after deducting the costs incurred by Introgen in connection with such Action, in Annual Net Sales hereunder. (b) If Introgen elects not to so initiate an action detail how each party should proceed if desiring to enforce against alleged infringement is a good idea. Generally speaking, non-exclusive licensees do not have standing to bring an infringement action on behalf of the Licensed Patents licensor against a commercially significant infringement by a Third Party within the Field, within one hundred eighty (180) days of a request by Corixa to do so, Corixa may initiate such action at its expense; provided, however, that Corixa shall keep Introgen reasonably informed as to the defense and/or settlement of such action, as requested from time to time by Introgen, and provided that there is not then ongoing a litigation in any country with respect to the Licensed Technology. Introgen shall have the right to participate in any such action with counsel of its own choice at its own expense. Introgen agrees to cooperate with Corixa with respect to actions brought by Corixa under this Section 7.2(b) at Corixa’s request and expense. If Corixa undertakes such suit, then, after deducting the costs incurred by Corixa in connection with such Action, Introgen shall be entitled to receive [***] ([***]%) of any amounts received by Corixa in such actionthird party. (c) Upon Introgen’s reasonable request, Corixa agrees to use reasonable efforts, including, but not limited to, with respect to the exercise of rights under the Columbia Agreement (as defined in Section 10.1) to cause Columbia (as defined in Section 10.1) to cooperate in any suit, action or other proceeding under this Section 7.2, at Introgen’s expense. *** Certain information on this page has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions

Infringement. If during 11.1 During the term of this Agreement, either party becomes aware of a third party infringement or threatened infringement of any Licensed Patents, the following provisions shall apply: (a) Introgen NEPHRION shall have the right, but not the obligation, first option to bring suit (itself or through a designee) to enforce police the Licensed Patents, and/or Patents and Products against infringement within the Field of Use by other parties. This right to defend police includes defending any action for declaratory judgment of noninfringement or invalidity; and prosecuting, defending or settling all infringement and declaratory judgment actions at its expense and through counsel of its selection, except that any such settlement shall only be made with the advice and consent of MICHIGAN. MICHIGAN shall provide reasonable assistance to NEPHRION with respect to such actions, provided ▇▇▇▇▇▇▇▇ shall reimburse MICHIGAN for out-of-pocket expenses incurred in connection with any such assistance rendered at NEPHRION’ request or reasonably required by MICHIGAN. In the event NEPHRION elects to institute any such action or suit, MICHIGAN agrees to be named as a nominal party therein. MICHIGAN retains the right to participate, with counsel of its own choosing, and at its own expense (including attorneys fees), in any action under this Paragraph 11.1. 11.2 In the event that ▇▇▇▇▇▇▇▇ shall institute an action for infringement of a Licensed Patent or defend a declaratory judgment or other action with respect theretoto a Licensed Patent, any portion of any resulting settlement payments or damages awarded which is received by ▇▇▇▇▇▇▇▇, less NEPHRION’ actual outside attorney fees and other direct, out-of-pocket litigation expenses, including expenses due MICHIGAN for its participation in each case with respect said litigation provided under Paragraph 11.1 (not to include any compensation paid to employees of NEPHRION) paid and unrecovered by NEPHRION, shall be paid 80% to NEPHRION and 20% to MICHIGAN. If NEPHRION has paid or pays an annual fee to MICHIGAN under Paragraph 4.1 in the manufactureyear in which a payment or award as set out above is received, sale then that annual fee may be credited by ▇▇▇▇▇▇▇▇ against the share of the payment or use award otherwise due to MICHIGAN, exactly as if that share represented additional royalties due from NEPHRION. 11.3 In the event that ▇▇▇▇▇▇▇▇ fails to take action to ▇▇▇▇▇ any alleged infringement of a product Licensed Patent within 60 days of a request by MICHIGAN to do so (or within such shorter period which might be required to preserve the Field; providedlegal rights of MICHIGAN under the laws of any relevant government or political subdivision thereof), however, that Introgen shall keep Corixa reasonably informed as to the defense and/or settlement of such action. Corixa then MICHIGAN shall have the right to participate take such action (including prosecution of a suit) at its expense and NEPHRION shall use reasonable efforts to cooperate in such action, at NEPHRION’ expense. In the event MICHIGAN elects to institute any such action with counsel of its own choice at its own expense. Without limiting the provisions of Section 7.3 belowor suit, Corixa ▇▇▇▇▇▇▇▇ agrees to cooperate with Introgen with respect be named as a nominal party therein. MICHIGAN shall have full authority to actions brought settle on such terms as MICHIGAN shall determine, except that MICHIGAN shall not reach any settlement whereby it licenses a third party under any Licensed Patent in the Field of Use without the consent of NEPHRION, which consent can be withheld for any reason. Any portion of any resulting settlement payments or damages awarded which is received by Introgen under this Section 7.2(aMICHIGAN, less MICHIGAN’s actual outside attorney fees and other direct out-of-pocket expenses, shall, after payment to NEPHRION (such payment not to exceed the recovery or settlement amounts actually received by MICHIGAN) of any unrecovered expenses paid by ▇▇▇▇▇▇▇▇ at IntrogenMICHIGAN’s request and expense. If Introgen decides to undertake such suit, then any amounts received by Introgen third parties in such Action with respect to infringement that occurred prior to the judgment awarding such amounts shall be included, after deducting the costs incurred by Introgen in connection with such Action, in Annual Net Sales hereunder. (b) If Introgen elects not to so initiate an action to enforce the Licensed Patents against a commercially significant infringement by a Third Party within the Field, within one hundred eighty (180) days of a request by Corixa to do so, Corixa may initiate such action at its expense; provided, however, that Corixa shall keep Introgen reasonably informed as to the defense and/or settlement furtherance of such action, as requested be paid 80% to MICHIGAN and 20% to NEPHRION. 11.4 NEPHRION shall promptly notify MICHIGAN in writing in detail of the discovery of any allegation by a third party of infringement resulting from time to time by Introgenthe practice of Licensed Patents, and provided that there is not then ongoing a litigation in any country with respect to of the Licensed Technology. Introgen shall have the right to participate in any such action with counsel of its own choice at its own expense. Introgen agrees to cooperate with Corixa with respect to actions brought by Corixa under this Section 7.2(b) at Corixa’s request and expense. If Corixa undertakes such suit, then, after deducting the costs incurred by Corixa in connection with such Action, Introgen shall be entitled to receive [***] ([***]%) initiation of any amounts received legal action by Corixa ▇▇▇▇▇▇▇▇ or by any third party with regard to any alleged infringement or noninfringement. ▇▇▇▇▇▇▇▇ shall in a timely manner keep MICHIGAN informed and provide copies to MICHIGAN of all documents regarding all such actionproceedings or actions instituted by ▇▇▇▇▇▇▇▇. (c) Upon Introgen’s reasonable request, Corixa agrees to use reasonable efforts, including, but not limited to, with respect to the exercise of rights under the Columbia Agreement (as defined in Section 10.1) to cause Columbia (as defined in Section 10.1) to cooperate in any suit, action or other proceeding under this Section 7.2, at Introgen’s expense. *** Certain information on this page has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions

Infringement. If during the term of this Agreement, either party becomes aware of a third party infringement 8.1 LICENSEE or threatened infringement of any Licensed Patents, the following provisions shall apply: (aits sublicensee(s) Introgen shall have the right, but not the obligation, to bring suit (itself or through a designee) to enforce the Licensed Patents, and/or to defend any declaratory judgment action with respect thereto, in each case with respect to the manufacture, sale or use of a product within the Field; provided, however, that Introgen shall keep Corixa reasonably informed as to the defense and/or settlement of such action. Corixa shall have has the right to participate prosecute in their own name and at their own expense any infringement of the PATENT RIGHTS, so long as the license is exclusive when the legal action is commenced. CSU agrees to notify LICENSEE promptly of each infringement of the PATENT RIGHTS of which CSU becomes aware. Before LICENSEE or its sublicensees commences an action for infringement, LICENSEE or sublicensee shall notify CSU and carefully consider the views of CSU and the public interest. 8.2 CSU agrees to join, subject to the approval of the Ohio Attorney General, as a party plaintiff in any lawsuit initiated by LICENSEE, if requested by LICENSEE, with all costs, attorney fees and expenses to be paid by LICENSEE. 8.3 If LICENSEE undertakes to enforce and/or defend the PATENT RIGHTS by litigation, LICENSEE may withhold up to fifty percent (50%) of the payments otherwise thereafter due during the course of such action with counsel litigation to CSU under Article 3. LICENSEE may apply the amounts withheld to reimburse up to half of LICENSEE's litigation expenses, including reasonable attorneys’ fees. If LICENSEE recovers damages in the patent litigation, the award shall be applied first to satisfy CSU’s and LICENSEE’S unreimbursed expenses and legal fees for the litigation, and next to reimburse CSU for any payments under Article 3 which are past due or were withheld pursuant to this Article 8. The remaining balance shall be divided equally between LICENSEE and CSU. 8.4 No settlement, consent judgment or other voluntary final disposition of the suit may be entered into without CSU’s consent, which shall not be unreasonably withheld. 8.5 If LICENSEE and its own choice sublicensee(s) elect not to exercise their right to prosecute or defend an infringement of the PATENT RIGHTS, CSU may do so at its own expense. Without limiting , controlling such action and retaining all recoveries. 8.6 If a declaratory judgment action alleging invalidity of any of the provisions of Section 7.3 below, Corixa agrees to cooperate with Introgen with respect to actions PATENT RIGHTS is brought by Introgen under this Section 7.2(a) at Introgen’s request and expense. If Introgen decides to undertake such suitagainst LICENSEE or CSU, then any amounts received by Introgen in such Action with respect to infringement that occurred prior to the judgment awarding such amounts shall be includedCSU, after deducting the costs incurred by Introgen in connection with such Action, in Annual Net Sales hereunder. (b) If Introgen elects not to so initiate an action to enforce the Licensed Patents against a commercially significant infringement by a Third Party within the Field, within one hundred eighty (180) days of a request by Corixa to do so, Corixa may initiate such action at its expense; providedsole option, however, that Corixa shall keep Introgen reasonably informed as to the defense and/or settlement of such action, as requested from time to time by Introgen, and provided that there is not then ongoing a litigation in any country with respect to the Licensed Technology. Introgen shall have has the right to participate in any such intervene and take over the defense of the action with counsel of its own choice at its own expense. Introgen agrees to cooperate with Corixa with respect to actions brought by Corixa under this Section 7.2(b) at Corixa’s request and expense. If Corixa undertakes such suit, then, after deducting the costs incurred by Corixa in connection with such Action, Introgen shall be entitled to receive [***] ([***]%) of any amounts received by Corixa in such action. (c) Upon Introgen’s reasonable request, Corixa agrees to use reasonable efforts, including, but not limited to, with respect to the exercise of rights under the Columbia Agreement (as defined in Section 10.1) to cause Columbia (as defined in Section 10.1) to cooperate in any suit, action or other proceeding under this Section 7.2, at Introgen’s expense. *** Certain information on this page has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions

Infringement. If during the term 7.1 GTx shall inform UTRC and UTRC shall inform GTx, promptly in writing of this Agreement, either party becomes aware any alleged assertion and/or claim of a third party infringement or threatened infringement of the Licensed Patents by a Third Party and of any Licensed Patents, the following provisions shall apply:available evidence thereof. (a) Introgen 7.2 GTx shall have the right, but shall not be obligated, to prosecute at its own expense all infringements of the obligationLicensed Patents and, in furtherance of such right, UTRC hereby agrees that GTx may include UTRC as a party plaintiff in any such suit, without expense to UTRC. The total cost of any such infringement action commenced or defended by GTx shall be borne by GTx. After deduction of outstanding expenses, including attorneys fees of GTx, the balance remaining from any such recovery shall be divided equally between GTx and UTRC until UTRC shall have recovered in full any royalty payments to which it would have been otherwise entitled to receive hereunder, but for such infringement, and any remaining balance, if any, shall be retained by GTx. No settlement, consent, judgment or other voluntary dismissal of such suits may be entered into without the consent of UTRC, provided that such consent shall not be unreasonably withheld and that UTRC shall not condition such consent on an increase in payments to UTRC hereunder. 7.3 If within six (6) months after having been notified of an alleged infringement, GTx has not brought or is not diligently prosecuting an infringement action, or if GTx has notified UTRC at any time prior thereto of its intention not to bring suit (itself or through a designee) against any alleged infringement of the Patents, then, and in those events only, UTRC shall have the right, but shall not be obligated, to enforce prosecute at its own expense any infringement of the Licensed Patents, and/or and UTRC may, for such purposes, use the name of GTx as party plaintiff No settlement, consent judgment or other voluntary final disposition of the suit may be entered into without the consent of GTx, which consent shall not unreasonably be withheld. After deduction of outstanding expenses of UTRC, including attorney fees and any expenses of GTx, including attorney fees incurred prior to defend any declaratory judgment action with respect thereto, in each case with respect to the manufacture, sale or use of a product within the Field; provided, however, that Introgen shall keep Corixa reasonably informed as to the defense and/or settlement UTRC's pursuit of such action. Corixa shall have infringement, the right to participate in balance remaining from any such action with counsel of its own choice at its own expense. Without limiting the provisions of Section 7.3 below, Corixa agrees to cooperate with Introgen with respect to actions brought by Introgen under this Section 7.2(a) at Introgen’s request and expense. If Introgen decides to undertake such suit, then any amounts received by Introgen in such Action with respect to infringement that occurred prior to the judgment awarding such amounts recovery shall be included, after deducting the costs incurred by Introgen in connection with such Action, in Annual Net Sales hereunderdivided equally between GTx and UTRC. (b) If Introgen elects not to so initiate an action to enforce 7.4 In the event that GTx undertakes the enforcement and/or defense of the Licensed Patents by litigation or an inter partes proceeding in the United States or a foreign country against a commercially significant infringement by a Third Party within Party, GTx may withhold up to [ * ] of the Fieldpayments otherwise thereafter due UTRC under Article 4 that are attributable to sales in the country where such litigation or inter partes proceeding takes place and apply the same toward reimbursement of up to half of GTx's expenses, within one hundred eighty (180) days including reasonable attorneys' fees, in connection therewith. GTx may not withhold any portion of a request by Corixa to do so, Corixa may initiate such action at its expense; provided, however, the payments due UTRC under Article 4 in the event that Corixa shall keep Introgen reasonably informed as to GTx undertakes the enforcement and/or defense and/or settlement of such action, as requested from time to time by Introgen, and provided that there is not then ongoing a litigation in any country with respect to the Licensed TechnologyPatents by litigation or an inter partes proceeding in the United States or a foreign country against an Affiliate, a Joint Alliance Party or a Residual Alliance Party. Introgen shall have the right to participate in any Any recovery of damages by GTx for each such action with counsel of its own choice at its own expense. Introgen agrees to cooperate with Corixa with respect to actions brought by Corixa under this Section 7.2(b) at Corixa’s request and expense. If Corixa undertakes such suit, then, after deducting the costs incurred by Corixa in connection with such Action, Introgen suit shall be entitled to receive [***] ([***]%) of any amounts received by Corixa in such action. (c) Upon Introgen’s reasonable request, Corixa agrees to use reasonable efforts, including, but not limited to, with respect to the exercise of rights under the Columbia Agreement (as defined in Section 10.1) to cause Columbia (as defined in Section 10.1) to cooperate in any suit, action or other proceeding under this Section 7.2, at Introgen’s expense. *** Certain information on this page has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portionsapplied first in

Infringement. 5.4.1 If during either Party believes that an infringement by a Third Party with respect to any Penn Patent Right is occurring or may potentially occur, the term knowledgeable Party will provide the other Party with: (a) written notice of such infringement or potential infringement; and (b) evidence of such infringement or potential infringement (the “Infringement Notice”). During the period in which, and in the jurisdiction where, Licensee has exclusive rights under this Agreement, either party becomes aware neither Penn or Licensee will notify such a Third Party (including the infringer) of infringement or put such Third Party on notice of the existence of Penn Patent Rights without first providing an Infringement Notice and otherwise complying with this Section 5.4; provided that, Licensee shall be entitled to take such actions (including notifying Third Parties of infringement) as are reasonably necessary to timely comply with and preserve all rights under the Biologics Price Competition and Innovation Act in the United States and comparable laws in other applicable countries. Without limiting Licensee’s right to take actions as described above, both Penn and Licensee will use reasonable efforts to cooperate with each other to terminate such infringement without litigation if the Parties mutually agree that such avoidance is appropriate under the circumstances. 5.4.2 If infringing activity of potential commercial significance, as reasonably determined by Licensee, has not been abated within [**] following the date the Infringement Notice for such activity was provided or, if Licensee determines that an earlier institution of suit is reasonably necessary to timely comply with and preserve all rights under the Biologics Price Competition and Innovation Act in the United States or comparable laws in other applicable countries, then during the period in which, and in the jurisdiction where, Licensee has exclusive rights under this Agreement, Licensee may institute suit for patent infringement against the infringer at such earlier time. Penn may voluntarily join (but not control) such suit at Licensee’s expense (provided that, if Penn joins such suit voluntarily and, absent a bona fide conflict of interest of the Parties, does not agree to be represented by Licensee’s counsel in such suit, Penn and not Licensee shall pay the costs and expenses of such representation by Penn’s counsel), but Penn may not thereafter commence suit against the infringer for the acts of infringement that are the subject of Licensee’s suit or any judgment rendered in such suit. Licensee may not join Penn in a suit initiated by Licensee without Penn’s prior written consent, such consent not to be unreasonably withheld, unless Penn’s joinder is reasonably necessary for Licensee to bring, maintain or establish damages in such suit, in which case Licensee may join Penn in such suit at Licensee’s expense. If in a suit initiated by Licensee, Penn is involuntarily joined other than by Licensee, then Licensee will pay any costs incurred by Penn arising out of such suit, including any legal fees of counsel that Penn selects and retains to represent it in the suit that is reasonably acceptable to Licensee. Licensee shall be free to enter into a settlement, declaratory judgment, consent judgment or other voluntary disposition, provided that any settlement, declaratory judgment, consent judgment or other voluntary disposition that: (i) limits the scope, validity or enforcement of Penn Patents; or (ii) admits fault or wrongdoing on the part of Penn must be approved in advance by Penn in writing. Licensee’s request for such approval shall include complete copies of final settlement documents, a detailed summary of such settlement, and any other information material to such settlement. Penn shall provide Licensee notice of its approval or denial within [**] of any request for such approval by Licensee, provided that: (x) in the event Penn wishes to deny such approval, such notice shall include a detailed written description of Penn’s reasonable objections to the proposed settlement, consent judgment, or other voluntary disposition; and (y) Penn shall be deemed to have approved of such proposed settlement, declaratory judgment, consent judgment, or other voluntary disposition in the event it fails to provide such notice within such [**] period in accordance herewith. 5.4.3 If, within [**] following the date the Infringement Notice was provided, infringing activity of potential commercial significance has not been abated and if Licensee has not brought suit against the infringer, then Penn may institute suit for patent infringement against the infringer, provided that, if the appropriate action(s) under the Biologics Price Competition and Innovation Act in the United States or comparable laws in other applicable countries reasonably should be taken at later date(s), Penn shall not institute suit for patent infringement against the infringer. If Penn institutes such suit, then Licensee may not join such suit without the prior written consent of Penn and may not thereafter commence suit against the infringer for the acts of infringement that are the subject of Penn’s suit or any judgment rendered in such suit. 5.4.4 Notwithstanding Sections 5.4.2 and 5.4.3, in the event that any Penn Patent Rights are infringed by a Third Party: (a) prior to the First Commercial Sale of a third party infringement Product in the United States; or threatened infringement (b) if any of the infringed Penn Patent Rights are also licensed by Penn to a Third Party prior to any Licensed Patentsenforcement action being taken by either Party regarding such infringement, the following provisions Parties shall applydiscuss, and will mutually agree, in writing, as to how to handle such infringement by such Third Party. ​ 5.4.5 Any recovery or settlement received in connection with any suit will first be shared by Penn and Licensee equally to cover any litigation costs each incurred and next shall be paid to Penn or Licensee to cover any litigation costs it incurred in excess of the litigation costs of the other. Any remaining recoveries shall be allocated as follows: For any portion of the recovery or settlement, other than for amounts attributable and paid as enhanced damages for willful infringement: (a) Introgen for any suit that is initiated by Licensee and in which Penn was not a party in the litigation, Penn shall have the right, but not the obligation, to bring suit (itself or through a designee) to enforce the Licensed Patents, and/or to defend any declaratory judgment action with respect thereto, in each case with respect to the manufacture, sale or use of a product within the Field; provided, however, that Introgen shall keep Corixa reasonably informed as to the defense and/or settlement of such action. Corixa shall have the right to participate in any such action with counsel of its own choice at its own expense. Without limiting the provisions of Section 7.3 below, Corixa agrees to cooperate with Introgen with respect to actions brought by Introgen under this Section 7.2(a) at Introgen’s request and expense. If Introgen decides to undertake such suit, then any amounts received by Introgen in such Action with respect to infringement that occurred prior to the judgment awarding such amounts shall be included, after deducting the costs incurred by Introgen in connection with such Action, in Annual Net Sales hereunder. (b) If Introgen elects not to so initiate an action to enforce the Licensed Patents against a commercially significant infringement by a Third Party within the Field, within one hundred eighty (180) days of a request by Corixa to do so, Corixa may initiate such action at its expense; provided, however, that Corixa shall keep Introgen reasonably informed as to the defense and/or settlement of such action, as requested from time to time by Introgen, and provided that there is not then ongoing a litigation in any country with respect to the Licensed Technology. Introgen shall have the right to participate in any such action with counsel of its own choice at its own expense. Introgen agrees to cooperate with Corixa with respect to actions brought by Corixa under this Section 7.2(b) at Corixa’s request and expense. If Corixa undertakes such suit, then, after deducting the costs incurred by Corixa in connection with such Action, Introgen shall be entitled to receive [***] percent ([***]%) of the recovery and the Licensee shall receive the remainder; and (b) for any amounts received suit that is initiated by Corixa the Licensee or Penn and that the other Party joins voluntarily (but only to the extent such voluntary joining is allowed under this Agreement or expressly by the other Party in a separate agreement) or involuntarily, the non-initiating party shall receive its percentage of the total litigation costs incurred by Penn and Licensee, but in no event shall the non-initiating Party receive less than [**] percent ([**]%) of such action.recovery, while the initiating party shall receive the remainder. For any portion of the recovery or settlement paid as enhanced damages for willful infringement: (c) Upon Introgenfor any suit that is initiated by Licensee or Penn and the other Party joins voluntarily (but only to the extent such voluntary joining is allowed under this Agreement or expressly by the other Party in a separate agreement) or involuntarily, Penn shall receive [**] percent ([**]%) and Licensee shall receive the remainder; and (d) for any suit that is initiated by Licensee and in which Penn was not a party in the litigation, Penn shall receive [**] percent ([**]%) and Licensee shall receive the remainder. For any portion of the recovery or settlement received in connection with any suit that is initiated by Penn and in which Licensee was not a party in the litigation, any recovery in excess of litigation costs will belong to Penn. 5.4.6 Each Party will reasonably cooperate and assist with the other in litigation proceedings instituted hereunder but at the expense of the Party who initiated the suit (unless such suit is being jointly prosecuted by the Parties). For any suit that is initiated by Licensee, if Penn is subjected to third party discovery related to the Penn Patent Rights or Products licensed to Licensee hereunder, Licensee will pay Penn’s reasonable request, Corixa agrees to use reasonable efforts, including, but not limited to, documented out of pocket expenses with respect to the exercise of rights under the Columbia Agreement (as defined in Section 10.1) to cause Columbia (as defined in Section 10.1) to cooperate in any suit, action or other proceeding under this Section 7.2, at Introgen’s expense. *** Certain information on this page has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portionssame.

Infringement. If during PROPRIETARY INFORMATION The Information contained herein is for the term use of this AgreementSBC Operations, either party becomes aware of a third party infringement or threatened infringement of any Licensed Patents, the following provisions shall apply:Inc. (and its Affiliated Companies) and Concentric Network Corporation only and is not for disclosure without prior written approval. (a) Introgen shall have In the rightevent of any claim or allegation against SBC for any infringement or misappropriation of any third party copyright, but not patent, trademark, trade secret by reason of, and in the obligation, to bring suit (itself or through a designee) to enforce exercise by SBC of the Licensed Patents, and/or to defend any declaratory judgment action with respect thereto, in each case rights and licenses granted herein with respect to Products and Services provided by CNC, hereunder, CNC will, at its expense, indemnify SBC and defend such claim, and pay any costs, expenses and finally awarded damages in connection therewith, including the manufacture, sale or use reasonable fees and expenses of a product within the Field; provided, however, attorneys for such defense provided that Introgen shall keep Corixa reasonably informed as to the defense and/or settlement SBC will cooperate with CNC in connection therewith and notify CNC of such actionclaim or action within a reasonable time. Corixa shall have the right The foregoing will not limit SBC's ability to participate in any such action with counsel of its own choice at its own expense, and CNC will keep SBC informed of, and will consult with, any independent attorneys appointed by SBC, regarding such litigation. Without limiting the provisions of Section 7.3 below, Corixa agrees CNC may not agree to cooperate with Introgen with respect to actions brought by Introgen under this Section 7.2(a) at Introgen’s request and expense. If Introgen decides to undertake such suit, then any amounts received by Introgen settlement that would or might have any effect upon SBC or its affiliates without first obtaining SBC's consent in such Action with respect to infringement that occurred prior to the judgment awarding such amounts shall be included, after deducting the costs incurred by Introgen in connection with such Action, in Annual Net Sales hereunderwriting. (b) If Introgen elects not the permitted use by SBC of Products and Services provided by CNC, has become, or in CNC's opinion is likely to so initiate an action to enforce become, the Licensed Patents against a commercially significant infringement by a Third Party within the Fieldsubject of any claim of such infringement, within one hundred eighty (180) days of a request by Corixa to do so, Corixa CNC may initiate such action at its expense; provided, however, that Corixa shall keep Introgen reasonably informed as to the defense and/or settlement of such action, as requested from time to time by Introgen, option and provided that there is not then ongoing a litigation in any country with respect to the Licensed Technology. Introgen shall have expense either (i) procure for SBC the right to participate continue using the Products and Services provided by CNC , (ii) replace or modify Products and Services provided by CNC to make them non-infringing, provided that such modified Products and Services are equal or superior to the unmodified Products and Services in all material respects, (iii) substitute an equivalent for Products and Services provided by CNC provided that such replacement Products and Services are equal or superior to the original Products and Services in all material respects . In the event CNC does not comply with the foregoing, SBC may terminate or modify this Agreement and without limiting SBC's other remedies, CNC will reimburse SBC for any such action with counsel damages related to replacement of its own choice at its own expense. Introgen agrees to cooperate with Corixa with respect to actions brought by Corixa under this Section 7.2(b) at Corixa’s request infringing Products and expense. If Corixa undertakes such suit, then, after deducting the costs incurred by Corixa in connection with such Action, Introgen shall be entitled to receive [***] ([***]%) of any amounts received by Corixa in such actionServices. (c) Upon Introgen’s reasonable requestCNC will not have any liability to SBC if any allegation of infringement is based upon (a) the interconnection and/or modification and/or use of Products or Services, Corixa agrees or associated documentation in combination with other devices not furnished by CNC and which have not been disclosed to use reasonable effortsCNC as part of SBC's proposed configuration where the Product, includingService or associated documentation would not by itself be infringing, but not limited to, or (b) if the infringement arises out of compliance with respect SBC's specifications or designs or out of modifications made to the exercise Product or Service or associated documentation, unless such modifications are made by CNC. PROPRIETARY INFORMATION The Information contained herein is for the use of rights under the Columbia Agreement SBC Operations, Inc. (as defined in Section 10.1and its Affiliated Companies) to cause Columbia and Concentric Network Corporation only and is not for disclosure without prior written approval. (as defined in Section 10.1d) to cooperate in any suit, action or other proceeding under this Section 7.2SBC will, at Introgen’s its expense. *** Certain information on this page , indemnify CNC and defend claims of infringement, and pay any costs, expenses and finally awarded damages in connection with SBC provided third party software for which and to the extent that SBC has been omitted received indemnification from the applicable third party and filed separately SBC proprietary software utilized in connection with the Securities Products and Exchange Commission. Confidential treatment has been requested with respect to Services including the omitted portionsreasonable fees and expenses of CNC attorneys for such defense.

Infringement. If during 22.1 Subject to Section 22.2, CWRU shall have the term of this Agreementsole right to initiate, either party becomes aware of a third party infringement control, defend and/or settle any proceedings involving the validity, enforceability or threatened infringement of any Licensed PatentsPatent(s) when in its sole judgment such action may be necessary, the following provisions shall apply:proper, and justified. 22.2 Upon written notice to NeoIndicate, Sublicensee may ask Licensee to request that CWRU take steps to stop a Third Party who is selling a product that does or will compete with a Product sold or being developed by Licensee or any of its affiliates (a) Introgen shall have the right, but not the obligationa sublicensee, to bring suit or sublicensee affiliate) (itself or through a designee“Third Party Infringer”) to enforce the Licensed Patents, and/or to defend any declaratory judgment action with respect thereto, in each case with respect to the manufacture, sale or use of a product from infringing an issued patent falling within the Field; provided, however, that Introgen shall keep Corixa reasonably informed as to the defense and/or settlement definition of Patent(s) by providing CWRU with written evidence demonstrating prima facie infringement of specific claims of such actionPatent. Corixa Licensee shall have the right to participate initiate legal proceedings against any such Third-Party Infringer in its own name and at Licensee’s sole expense, unless CWRU, not later than ninety (90) days after receipt of such notice, either (i) causes such infringement to cease or (ii) initiates legal proceedings against the Third-Party Infringer. NeoIndicate shall cause CWRU to join in any proceedings commenced by Sublicensee if requested by Sublicensee and if such action with counsel joinder is required for the purpose of Sublicensee’s standing. Sublicensee may not take steps on its own choice at its own expenseto stop a Third Party Infringer. Without limiting Any proposed disposition or settlement of a legal proceeding filed by Licensee to enforce any issued patent falling within the provisions definition of Section 7.3 belowPatent(s) against any Third-Party Infringer shall be subject to CWRU’s prior written approval, Corixa agrees to cooperate with Introgen with respect to actions brought by Introgen which approval shall not be unreasonably withheld or delayed. Notwithstanding the foregoing, Licensee’s rights under this Section 7.2(a22.2 shall apply only to claims of Patent(s) at Introgen’s request that are exclusively licensed to Licensee under this Agreement and expense. If Introgen decides only in the Field of Use and territory which are exclusively licensed to undertake Licensee under this Agreement. 22.3 Any recovery, whether by way of settlement or judgment, from a third party pursuant to a legal proceeding initiated in accordance with Section 22.2 shall first be used to reimburse the party initiating such suitlegal proceedings for its actual fees, then any amounts received by Introgen in such Action with respect to infringement that occurred prior to the judgment awarding such amounts shall be included, after deducting the costs and expenses incurred by Introgen in connection with such Actionproceeding. The balance of such recovery, after deduction of all documented legal fees, shall be deemed to be NRSI in Annual Net Sales hereunderaccordance with this Agreement and the Licensee’s obligations under Section 5 shall apply to such NRSI, on which divided seventy-five percent (75%) to the party that initiated the legal proceeding and twenty- five percent (25%) to the other party. 22.4 In the event a party initiates or defends a legal proceeding concerning any Patent pursuant to Section 22, the other party shall cooperate fully with and supply all assistance reasonably requested by the party initiating such proceeding, including without limitation, joining the proceeding as a party if requested (b) If Introgen elects not at the initiating party’s sole cost). Subject to so initiate an action Section 22.2, the party that institutes any legal proceeding concerning any Patent pursuant to enforce the Licensed Patents against a commercially significant infringement by a Third Party within the Field, within one hundred eighty (180) days of a request by Corixa to do so, Corixa may initiate such action at its expense; provided, however, that Corixa shall keep Introgen reasonably informed as to the defense and/or settlement of such action, as requested from time to time by Introgen, and provided that there is not then ongoing a litigation in any country with respect to the Licensed Technology. Introgen Section 22 shall have sole control of that proceeding. 22.5 Notwithstanding the pendency of any infringement (or other) claim or action by or against Licensee, Licensee shall have no right to participate in any such action with counsel of its own choice at its own expense. Introgen agrees to cooperate with Corixa with respect to actions brought by Corixa under this Section 7.2(bterminate or suspend (or escrow) at Corixa’s request and expense. If Corixa undertakes such suit, then, after deducting the costs incurred by Corixa in connection with such Action, Introgen shall be entitled to receive [***] ([***]%) payment of any amounts received by Corixa in such actionrequired to be paid to CWRU pursuant to this Agreement. (c) Upon Introgen’s reasonable request, Corixa agrees to use reasonable efforts, including, but not limited to, with respect to the exercise of rights under the Columbia Agreement (as defined in Section 10.1) to cause Columbia (as defined in Section 10.1) to cooperate in any suit, action or other proceeding under this Section 7.2, at Introgen’s expense. *** Certain information on this page has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions

Infringement. If during 6.1 Each party agrees to promptly provide written notice to the term of this Agreement, either other party if such party becomes aware of a third party any infringement of Patent Rights. 6.2 AGTC shall have the sole and exclusive right to undertake the enforcement and/or defense of the Patent Rights outside of the Icagen Field in its sole discretion and at its sole expense. Any recovery by AGTC in any such action shall belong solely to AGTC 6.3 Icagen shall have the primary right, at its sole expense, to undertake the enforcement of the Patent Rights against any infringement of the Patent Rights in the Icagen Field, including without limitation, the right to settle the infringement or threatened infringement misappropriation suit by sublicensing the Patent Rights the alleged infringer (but only in accordance with the provisions of this Agreement) or by other means reasonably acceptable to Icagen. If Icagen undertakes enforcement of the Patent Rights in the Icagen Field, any Licensed Patents, recovery by Icagen in such action shall belong solely to Icagen. 6.4 If Icagen does not settle such activity (whether by granting a sublicense in the Icagen Field or otherwise) or institute legal action against the infringing activity in the Icagen Field within three (3) months of having been given notice of the infringing activity and that one or more of the following provisions shall apply: conditions relating to such infringing activity exists: (a) Introgen there is an infringing commercial product on the market; (b) an infringing commercial product is not yet on the market but an application for regulatory approval for an infringing commercial product has been accepted for filing by the applicable regulatory authority; or (c) the failure to enforce the Patent Rights with respect to such infringing activity could reasonably be expected to adversely affect the scope or validity of the Patent Rights or AGTC’s legal ability to enforce the Patent Rights outside the Icagen Field, then AGTC shall have the right, but shall not the obligationbe obligated, to bring prosecute at its own expense any such infringements of the Patent Rights in the Icagen Field. Any recovery by AGTC shall belong solely to AGTC. 6.5 In any infringement suit (itself or through a designee) instituted by either party to enforce the Licensed PatentsPatent Rights, and/or to defend any declaratory judgment action with respect theretothe other party shall, in each case with respect to at the manufacture, sale or use of a product within the Field; provided, however, that Introgen shall keep Corixa reasonably informed as to the defense and/or settlement of such action. Corixa shall have the right to participate in any such action with counsel of its own choice at its own expense. Without limiting the provisions of Section 7.3 below, Corixa agrees to cooperate with Introgen with respect to actions brought by Introgen under this Section 7.2(a) at Introgen’s request and expense. If Introgen decides to undertake expense of the party initiating such suit, then any amounts received cooperate in all reasonable respects (including by Introgen agreeing to be joined as a party to such suit if necessary or desirable to bring or maintain such suit or to establish damages in such Action with respect to infringement that occurred prior suit) and, to the judgment awarding such amounts shall be includedextent reasonably possible, after deducting the costs incurred by Introgen in connection with such Actionhave its employees testify when requested and make available relevant records, in Annual Net Sales hereunder. (b) If Introgen elects not to so initiate an action to enforce the Licensed Patents against a commercially significant infringement by a Third Party within the Fieldpapers, within one hundred eighty (180) days of a request by Corixa to do soinformation, Corixa may initiate such action at its expense; providedsamples, however, that Corixa shall keep Introgen reasonably informed as to the defense and/or settlement of such action, as requested from time to time by Introgenspecimens, and provided that there is not then ongoing a litigation in any country with respect to the Licensed Technology. Introgen shall have the right to participate in any such action with counsel of its own choice at its own expense. Introgen agrees to cooperate with Corixa with respect to actions brought by Corixa under this Section 7.2(b) at Corixa’s request and expense. If Corixa undertakes such suit, then, after deducting the costs incurred by Corixa in connection with such Action, Introgen shall be entitled to receive [***] ([***]%) of any amounts received by Corixa in such actionlike. (c) Upon Introgen’s reasonable request, Corixa agrees to use reasonable efforts, including, but not limited to, with respect to the exercise of rights under the Columbia Agreement (as defined in Section 10.1) to cause Columbia (as defined in Section 10.1) to cooperate in any suit, action or other proceeding under this Section 7.2, at Introgen’s expense. *** Certain information on this page has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions

Infringement. If during 11.1 During the term of this Agreement, either party becomes aware of a third party infringement or threatened infringement of any Licensed Patents, LICENSEE has the following provisions shall apply: (a) Introgen shall have the right, but not the obligation, first option to bring suit (itself or through a designee) to enforce police the Licensed Patents, and/or Patents and Products against infringement by other parties within the Territory and the Field of Use. This right to defend police includes defending any action for declaratory judgment action of noninfringement or invalidity; and prosecuting, defending or settling all infringement and declaratory judgment actions at its expense and through counsel of its selection, except that LICENSEE shall make any such settlement only with respect thereto, in each case the advice and consent of MICHIGAN. MICHIGAN shall provide reasonable assistance to LICENSEE with respect to the manufacturesuch actions, sale but only if LICENSEE reimburses MICHIGAN for reasonable out-of-pocket expenses incurred in connection with any such assistance rendered at LICENSEE's request. If LICENSEE elects to institute any such action or use of suit, MICHIGAN agrees to be named as a product within the Field; provided, however, that Introgen shall keep Corixa reasonably informed as to the defense and/or settlement of such actionnominal party therein. Corixa shall have MICHIGAN retains the right to participate in any such action participate, with counsel of its own choice choosing and at its own expense, in any action under this Paragraph 11. 1. Without limiting the provisions LICENSEE has full authority to settle on such terms as LICENSEE determines. 11.2 If LICENSEE institutes an action for infringement of Section 7.3 below, Corixa agrees to cooperate with Introgen a Licensed Patent or defends a declaratory judgment or other action with respect to actions brought a Licensed Patent and receives settlement payments or damages awarded, LICENSEE may first recover actual outside attorney fees and other direct, out-of-pocket litigation expenses (not to include any compensation paid to employees of LICENSEE or Affiliates) paid and unrecovered by Introgen under this Section 7.2(a) at Introgen’s request LICENSEE and expenseshall pay to MICHIGAN [***]% of any remaining such receipts. If Introgen decides LICENSEE has paid or pays an annual fee to undertake such suitMICHIGAN under Paragraph 4.5 in the same year LICENSEE receives a payment or award as set out above, then any amounts received by Introgen in such Action with respect LICENSEE may credit that annual fee against the share of the payment or award otherwise due to infringement MICHIGAN, exactly as if that occurred prior to the judgment awarding such amounts shall be included, after deducting the costs incurred by Introgen in connection with such Action, in Annual Net Sales hereundershare represented additional royalties due from LICENSEE. (b) 11.3 If Introgen elects not LICENSEE fails to so initiate an take action to enforce the abate any alleged infringement of a Licensed Patents against a commercially significant infringement by a Third Party within the Field, within one hundred eighty Patent wi▇▇▇▇ sixty (18060) days of a request by Corixa MICHIGAN to do soso (or within a shorter period if required to preserve the legal rights of MICHIGAN under the laws of any relevant government or political subdivision thereof), Corixa may initiate then MICHIGAN has the right to take such action (including prosecution of a suit) at its expense; provided, however, that Corixa expense and LICENSEE shall keep Introgen reasonably informed as use reasonable efforts to the defense and/or settlement of cooperate in such action, at MICHIGAN's expense. If MICHIGAN elects to institute any such action or suit, LICENSEE agrees to be named as requested from time to time by Introgen, and provided that there is not then ongoing a litigation in any country with respect to the Licensed Technologynominal party therein. Introgen shall have LICENSEE retains the right to participate in any such action participate, with counsel of its own choice choosing and at its own expense. Introgen agrees to cooperate with Corixa with respect to actions brought by Corixa , in any action under this Section 7.2(b) at Corixa’s request and expense. If Corixa undertakes such suit, then, after deducting the costs incurred by Corixa in connection with such Action, Introgen shall be entitled to receive [***] ([***]%) of any amounts received by Corixa in such actionParagraph 11. (c) Upon Introgen’s reasonable request, Corixa agrees to use reasonable efforts, including, but not limited to, with respect to the exercise of rights under the Columbia Agreement (as defined in Section 10.1) to cause Columbia (as defined in Section 10.1) to cooperate in any suit, action or other proceeding under this Section 7.2, at Introgen’s expense. *** Certain information on this page has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions