Common use of Infringement Clause in Contracts

Infringement. 7.1 LICENSEE shall inform M.I.T. promptly in writing of any alleged infringement of the PATENT RIGHTS by a third party and of any available evidence thereof. * CONFIDENTIAL TREATMENT REQUESTED 7.2 During the term of this Agreement, LICENSEE shall have the right, but shall not be obligated, to prosecute at its own expense any such infringements of the PATENT RIGHTS and, in furtherance of such right, M.I.T. hereby agrees that LICENSEE may join M.I.T. as a party plaintiff in any such suit, without expense to M.I.T. The total cost of any such infringement action commenced or defended solely by LICENSEE shall be borne by LICENSEE, LICENSEE may, for such purposes, use the name of M.I.T. as party plaintiff; provided, however, that such right to bring an infringement action shall remain in effect only for so long as the license granted herein remains exclusive. No settlement, consent judgement or other voluntary final disposition of the suit may be entered into without the consent of M.I.T. which consent shall not unreasonably be withheld. LICENSEE shall indemnify M.I.T. against any order for costs that may be made against M.I.T. in proceedings commenced and defended solely by LICENSEE. 7.3 In the event that LICENSEE shall undertake the enforcement and/or defense of the PATENT RIGHTS by litigation, LICENSEE may withhold up to * of the royalties otherwise thereafter due M.I.T. hereunder and apply the same toward reimbursement of up to * of LICENSEE's expenses, including reasonable attorneys' fees, in connection therewith. 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 M.I.T. for any royalties past due or withheld and applied pursuant to this Article VII. The balance remaining from any such recovery attributable to damages for lost sales shall be divided according to the royalty percentages set forth in Section 4.1; any remaining balance shall be paid to LICENSEE. * CONFIDENTIAL TREATMENT REQUESTED 7.4 If within six (6) months after having been notified of any alleged infringement, LICENSEE shall have been unsuccessful in persuading the alleged infringer to desist and shall not have brought and shall not be diligently prosecuting an infringement action, or if LICENSEE shall notify M.I.T. at any time prior thereto of its intention not to bring suit against any alleged infringer, then, and in those events only, M.I.T. shall have the right, but shall not be obligated, to prosecute at its own expense any infringement of the PATENT RIGHTS, and, in furtherance of such right, LICENSEE hereby agrees that M.I.T. 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 M.I.T. shall be borne by M.I.T.,

Infringement. 7.1 LICENSEE 10.1 SUMmedia represents and warrants to the Customer that, to the best of SUMmedia's knowledge, the Deliverables shall inform M.I.T. promptly in writing not infringe any patent, copyright, trade secret or other proprietary rights of any alleged third party, and SUMmedia has not received notice of any claim by any third party with respect to any such infringement or any allegation thereof. This warranty will not apply to any infringement to the extent the infringement arises out of any use or combination of the Deliverables with any other products, goods, services, or other items furnished by anyone other than SUMmedia or to any modification or change not made by SUMmedia. The Customer will promptly notify SUMmedia of any actual or suspected infringement of the PATENT RIGHTS intellectual property or other proprietary rights in the Deliverables. 10.2 SUMmedia will defend and indemnify the Customer from any and all claims, losses, harm, liens, charges, damages, liabilities, costs, and expenses incurred or arising out of any claim of infringement of any patent, copyright, trade secret, trademark or other intellectual property right by the Deliverables, provided that the Customer notifies SUMmedia of such proceeding promptly after the Customer receives notice thereof, SUMmedia has control over the defence and settlement of the proceeding, the Customer provides such assistance in the defence and settlement of the proceeding as SUMmedia may reasonably request, and the Customer complies with any court order or settlement made by SUMmedia in connection with such proceeding. 10.3 If such infringement in found by a third party court of competent and of any available evidence thereof. * CONFIDENTIAL TREATMENT REQUESTED 7.2 During the term of this Agreementfinal jurisdiction, LICENSEE shall have the rightthen SUMmedia shall, but shall not be obligated, to prosecute at its own expense any such infringements and at its option, either supply to the Customer revisions to the infringing Deliverables so as to make them non-infringing, procure for the Customer the right to continue using, the infringing Deliverables, or provide equivalent Deliverables that are non-infringing. 10.4 The Customer represents and warrants to SUMmedia that, to the best of the PATENT RIGHTS andCustomer's knowledge, in furtherance the Customer Materials shall not infringe any patent, copyright, trade secret or other proprietary rights of such rightany third party, M.I.T. hereby agrees that LICENSEE may join M.I.T. as a and the Customer has not received notice of any claim by any third party plaintiff in any such suit, without expense with respect to M.I.T. The total cost of any such infringement action commenced or defended solely any allegation thereof. The Customer will defend and indemnify SUMmedia from any and all claims, losses, harm, liens, charges, damages, liabilities, costs, and expenses incurred or arising out of any claim of infringement of any patent, copyright, trade secret, trademark or other intellectual property right by LICENSEE shall be borne by LICENSEEthe Customer Materials, LICENSEE mayprovided that SUMmedia notifies the Customer of such proceeding promptly after SUMmedia receives notice thereof, for the Customer has control over the defence and settlement of the proceeding, the SUMmedia provides such purposes, use assistance in the name defence and settlement of M.I.T. as party plaintiff; provided, however, that such right to bring an infringement action shall remain in effect only for so long the proceeding as the license granted herein remains exclusive. No settlement, consent judgement or other voluntary final disposition of the suit Customer may be entered into without the consent of M.I.T. which consent shall not unreasonably be withheld. LICENSEE shall indemnify M.I.T. against any order for costs that may be made against M.I.T. in proceedings commenced and defended solely by LICENSEE. 7.3 In the event that LICENSEE shall undertake the enforcement and/or defense of the PATENT RIGHTS by litigation, LICENSEE may withhold up to * of the royalties otherwise thereafter due M.I.T. hereunder and apply the same toward reimbursement of up to * of LICENSEE's expenses, including reasonable attorneys' fees, in connection therewith. 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 suitreasonably request, and next toward reimbursement of M.I.T. for any royalties past due or withheld and applied pursuant to this Article VII. The balance remaining from any such recovery attributable to damages for lost sales shall be divided according to the royalty percentages set forth in Section 4.1; any remaining balance shall be paid to LICENSEE. * CONFIDENTIAL TREATMENT REQUESTED 7.4 If within six (6) months after having been notified of any alleged infringement, LICENSEE shall have been unsuccessful in persuading the alleged infringer to desist and shall not have brought and shall not be diligently prosecuting an infringement action, or if LICENSEE shall notify M.I.T. at any time prior thereto of its intention not to bring suit against any alleged infringer, then, and in those events only, M.I.T. shall have the right, but shall not be obligated, to prosecute at its own expense any infringement of the PATENT RIGHTS, and, in furtherance of such right, LICENSEE hereby agrees that M.I.T. 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 M.I.T. shall be borne by M.I.T.,SUMmedia complies

Infringement. 7.1 LICENSEE shall inform M.I.T. promptly in writing of any alleged infringement of the PATENT RIGHTS by If a third party claims or alleges that a Product, or any component thereof or any other material provided or developed by Venture hereunder, infringes its patent, copyright, trade m▇▇▇, trade secret, industrial design, topographies or other Intellectual Property rights anywhere in the world, Venture shall and does hereby indemnify and hold the Hypercom Indemnified Parties harmless from and against all claims or allegations and other amounts incurred by the Hypercom Indemnified Parties in connection with such third party claim, including without limitation any monetary relief awarded against the Hypercom Indemnified Parties by a court or other judicial, legal or arbitral process, authority or jurisdiction, or a final settlement amount, if any, as a result of any available evidence thereofsuch third party claim and Venture shall also, at Venture’s cost, defend the Hypercom Indemnified Parties against the third party claim, during which defense, the Hypercom Indemnified Parties may be independently represented, at Venture’s cost, by counsel of the Hypercom Indemnified Parties’ selection. * CONFIDENTIAL TREATMENT REQUESTED 7.2 During The Hypercom Indemnified Parties shall [****] Confidential Treatment Requested promptly notify Venture of such claim and, at Venture’s cost, cooperate in the term of defense and all related negotiations. In addition to the other obligations set out in this AgreementSection, LICENSEE shall have the right, but shall not be obligatedVenture shall, to prosecute the extent legally allowable, continue to supply Products and shall use its commercially reasonable efforts, at its own expense any such infringements of cost, to procure for the PATENT RIGHTS and, in furtherance of such right, M.I.T. hereby agrees that LICENSEE may join M.I.T. as a party plaintiff in any such suit, without expense to M.I.T. The total cost of any such infringement action commenced or defended solely by LICENSEE shall be borne by LICENSEE, LICENSEE may, for such purposes, use Hypercom Indemnified Parties and its customers the name of M.I.T. as party plaintiff; provided, however, that such right to bring an infringement action shall remain in effect only for so long as the license granted herein remains exclusive. No settlementcontinue using, consent judgement importing, exporting and selling a Product; or other voluntary final disposition of the suit may be entered into without with the consent of M.I.T. which consent shall the Hypercom Indemnified Parties, replace the same with a comparable non-infringing Product or modify a Product so as to avoid the infringement. Where Venture has not unreasonably be withheld. LICENSEE shall indemnify M.I.T. against any order for costs that may be made against M.I.T. in proceedings commenced and defended solely by LICENSEE. 7.3 In the event that LICENSEE shall undertake the enforcement and/or defense been able to successfully procure one of the PATENT RIGHTS by litigation, LICENSEE may withhold up to * of the royalties otherwise thereafter due M.I.T. hereunder and apply the same toward reimbursement of up to * of LICENSEE's expenses, including reasonable attorneys' feesaforementioned remedies Venture shall, in connection therewith. 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 addition to its indemnification obligations hereunder, promptly refund to the suitHypercom Indemnified Parties all amounts paid to Venture under this Agreement and the Hypercom Indemnified Parties may, in its sole discretion and next toward reimbursement of M.I.T. without any penalty, liability or charge, notwithstanding any other term or provision hereof, immediately by written notice to Venture, terminate this Agreement. Notwithstanding the foregoing, except for any royalties past due Improvements or withheld and applied pursuant to this Article VII. The balance remaining from any such recovery attributable to damages for lost sales New Technology solely created by Venture hereunder, Venture shall be divided according have no obligation to the royalty percentages set forth in Hypercom Indemnified Parties under this Section 4.1; any remaining balance shall be paid 17.2 where the claims relate solely to LICENSEE. * CONFIDENTIAL TREATMENT REQUESTED 7.4 If within six (6) months after having been notified of any alleged infringement, LICENSEE shall have been unsuccessful in persuading the alleged infringer Hypercom’s Property or Hypercom Product designs provided to desist and shall not have brought and shall not be diligently prosecuting an infringement action, or if LICENSEE shall notify M.I.T. at any time prior thereto of its intention not to bring suit against any alleged infringer, then, and in those events only, M.I.T. shall have the right, but shall not be obligated, to prosecute at its own expense any infringement of the PATENT RIGHTS, and, in furtherance of such right, LICENSEE hereby agrees that M.I.T. 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 M.I.T. shall be borne by M.I.T.,Venture.

Infringement. 7.1 LICENSEE shall inform M.I.T. promptly in writing (a) If HPI learns of any alleged substantial infringement of the PATENT RIGHTS by a third party and of any available evidence thereof412 Patent Rights, HPI shall so inform Callisto. * CONFIDENTIAL TREATMENT REQUESTED 7.2 During the term of this AgreementTerm, LICENSEE Callisto shall have the right, but shall not be obligated, right to prosecute at in its own expense any such infringements of the PATENT RIGHTS and, in furtherance of such right, M.I.T. hereby agrees that LICENSEE may join M.I.T. as a party plaintiff in any such suit, without expense to M.I.T. The total cost of any such infringement action commenced or defended solely by LICENSEE shall be borne by LICENSEE, LICENSEE may, for such purposes, use the name of M.I.T. as party plaintiff; provided, however, that such right to bring an infringement action shall remain in effect only for so long as the license granted herein remains exclusive. No settlement, consent judgement or other voluntary final disposition of the suit may be entered into without the consent of M.I.T. which consent shall not unreasonably be withheld. LICENSEE shall indemnify M.I.T. against any order for costs that may be made against M.I.T. in proceedings commenced and defended solely by LICENSEE. 7.3 In the event that LICENSEE shall undertake the enforcement and/or defense of the PATENT RIGHTS by litigation, LICENSEE may withhold up to * of the royalties otherwise thereafter due M.I.T. hereunder and apply the same toward reimbursement of up to * of LICENSEE's expenses, including reasonable attorneys' fees, in connection therewith. 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 M.I.T. for any royalties past due or withheld and applied pursuant to this Article VII. The balance remaining from any such recovery attributable to damages for lost sales shall be divided according to the royalty percentages set forth in Section 4.1; any remaining balance shall be paid to LICENSEE. * CONFIDENTIAL TREATMENT REQUESTED 7.4 If within six (6) months after having been notified of any alleged infringement, LICENSEE shall have been unsuccessful in persuading the alleged infringer to desist and shall not have brought and shall not be diligently prosecuting an infringement action, or if LICENSEE shall notify M.I.T. at any time prior thereto of its intention not to bring suit against any alleged infringer, then, and in those events only, M.I.T. shall have the right, but shall not be obligated, to prosecute at its own expense any infringement of any of the PATENT RIGHTS412 Patent Rights. HPI or the Inventors may voluntarily join such suit and may be represented by counsel of their choice, andeach at their own expense. Callisto may not join HPI or the Inventors in a suit initiated by Callisto without such party's prior written consent, in furtherance of such rightPROVIDED, LICENSEE hereby agrees HOWEVER, that M.I.T. may include LICENSEE as if HPI or the Inventors are determined by a court to be a necessary or required party plaintiff in any such suit, without expense then no consent shall be required. If, in a suit initiated by Callisto, HPI or the Inventors are involuntarily joined other than by Callisto, or if HPI or the Inventors are joined because they are deemed to LICENSEE. The total cost be a necessary or required party, then Callisto will pay the reasonable costs incurred by HPI or the Inventors, as applicable, arising out of such suit, including but not limited to, any reasonable legal fees of counsel that HPI or the Inventors select and retain to represent them in the suit. (b) Recoveries from actions brought by Callisto pursuant to Paragraph 5.2(a) shall belong to the Callisto, PROVIDED, HOWEVER, that the amount by which such recoveries exceed Callisto's expenses for such actions shall be subject to the royalty in Section 3.2 above as if the net amount of any such recovery is considered to be "Net Sales." In the event that Callisto does not elect to exercise its right to prosecute an infringement action commenced on the 412 Patent Rights pursuant to this Section 5.2, after written consent by Callisto, which such consent shall not be unreasonably withheld or defended solely delayed, HPI may do so at its own expense, controlling such action. In the event that HPI does not elect to exercise its right to prosecute an infringement on the 412 Patent Rights pursuant to this Section 5.2, then the Inventors may do so at their own expense, controlling such action. Recoveries from such actions brought by M.I.T. HPI or the Inventors shall belong entirely to HPI or the Inventors, as applicable. (c) Each party shall cooperate with the other in litigation proceedings at the expense of the party bringing suit. Litigation shall be borne controlled by M.I.T.,the party bringing the suit, except that HPI and the Inventors may be represented by counsel of their choice in any suit brought by Callisto.

Infringement. 7.1 LICENSEE shall inform M.I.T. promptly in writing Licensor agrees to indemnify and hold Licensee and its directors, officers, employees and agents, harmless against any and all claims, demands, actions, losses, liabilities, judgments, settlements, awards and costs (including reasonable attorneys' fees and expenses) (collectively, "Liabilities") arising out of or related to any alleged infringement of the PATENT RIGHTS claim against Licensee by a third party and that Licensee's use or possession of the Application Software (or the license granted to Licensee hereunder with respect thereto), infringes or violates any United States patent, copyright or other proprietary right of any available evidence thereofthird party; provided that Licensee gives Licensor prompt notice of any such claim of which it has actual knowledge and cooperates fully with Licensor in the defense of such claim. * CONFIDENTIAL TREATMENT REQUESTED 7.2 During the term of this Agreement, LICENSEE Licensor shall have the right, but shall not be obligated, exclusive right to prosecute defend and settle at its own sole discretion and expense any such infringements all suits or proceedings arising out of the PATENT RIGHTS and, in furtherance of such right, M.I.T. hereby agrees that LICENSEE may join M.I.T. as a party plaintiff in any such suit, without expense to M.I.T. The total cost of any such infringement action commenced or defended solely by LICENSEE shall be borne by LICENSEE, LICENSEE may, for such purposes, use the name of M.I.T. as party plaintiff; provided, however, that such right to bring an infringement action shall remain in effect only for so long as the license granted herein remains exclusiveforegoing. No settlement, consent judgement or other voluntary final disposition of the suit may be entered into without the consent of M.I.T. which consent shall not unreasonably be withheld. LICENSEE shall indemnify M.I.T. against any order for costs that may be made against M.I.T. in proceedings commenced and defended solely by LICENSEE. 7.3 In the event that LICENSEE shall undertake the enforcement and/or defense of the PATENT RIGHTS by litigation, LICENSEE may withhold up to * of the royalties otherwise thereafter due M.I.T. hereunder and apply the same toward reimbursement of up to * of LICENSEE's expenses, including reasonable attorneys' fees, in connection therewith. 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 M.I.T. for any royalties past due or withheld and applied pursuant to this Article VII. The balance remaining from any such recovery attributable to damages for lost sales shall be divided according to the royalty percentages set forth in Section 4.1; any remaining balance shall be paid to LICENSEE. * CONFIDENTIAL TREATMENT REQUESTED 7.4 If within six (6) months after having been notified of any alleged infringement, LICENSEE shall have been unsuccessful in persuading the alleged infringer to desist and Licensee shall not have brought and shall not be diligently prosecuting an infringement the right to settle any action, claim or if LICENSEE threatened action without the prior written consent of Licensor (at Licensor's sole and absolute discretion). In case use of the Application Software is forbidden by a court of competent jurisdictionbecause of proprietary infringement, Licensor shall notify M.I.T. at any time prior thereto of its intention not to bring suit against any alleged infringerpromptly, then, and in those events only, M.I.T. shall have the right, but shall not be obligated, to prosecute at its own expense any infringement option, (i) procure for Licensee the rights to continue using the Application Software; (ii) replace the infringing Application Software with non-infringing Application Software of equal performance and quality which are materially the functional equivalent of the PATENT RIGHTSinfringing Application Software; (iii) modify the infringing Application Software so it becomes non- infringing while materially maintaining the functionality thereof; or (iv) if none of the foregoing are commercially practicable, and, remove the System and terminate the Marketing Agreement and this License Agreement Licensor will then be released from any further obligation whatsoever to Licensee with respect to the infringing part of the Application Software. Nothing in furtherance of such right, LICENSEE hereby agrees that M.I.T. 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 M.I.T. this Section shall be borne deemed to make Licensor liable for any patent or copyright infringement suits that arise in connection with (a) designs, modifications, use, integration or data furnished by M.I.T.,Licensee if infringement would have been avoided by not using or combining the Application Software with such other programs or data or (b) if infringement would have been avoided by the use of an updated version made available to Licensee.

Infringement. 7.1 LICENSEE shall inform M.I.T. promptly in writing (a) If any Party learns of any actual or alleged unauthorized use, infringement or threatened infringement or other violation by a Third Party within the Territory (any of the PATENT RIGHTS foregoing, an "Infringement") by a third party Third Party with respect to any Patent, Technical Information, or any DURECT Trademark, Endo Trademark or Co-Owned Trademark, such Party shall promptly notify the other Party and of any shall provide such other Parties with available evidence thereofof such infringement. (b) DURECT shall have the first right, but not the duty, to institute Infringement actions against Third Parties based on any Patent, Technical Information, Invention or other Intellectual Property Rights owned by DURECT in the Territory. If DURECT does not institute an Infringement proceeding against such an offending Third Party within *** CONFIDENTIAL TREATMENT REQUESTED 7.2 During of learning of such Infringement or, in the term event that a Third Party files a paragraph IV certification relating to any Patent pursuant to 21 U.S.C. Section 355(j)(2)(A)(vii)(IV) of this Agreementthe Hatch/Waxman Act (or any successor statute), LICENSEE if DURECT does not institute an Infringement proceeding against such Third Party within *** of receipt of notice of such paragraph IV certification, or DURECT at any time ceases to actively prosecute any such ongoing Infringement, Endo shall have the right, but shall not be obligatedthe duty, to prosecute at its own expense institute such an action with respect to any such infringements of the PATENT RIGHTS and, in furtherance of such right, M.I.T. hereby agrees Infringement; provided that LICENSEE Endo may join M.I.T. as a party plaintiff in not enter into any such suit, without expense to M.I.T. The total cost of any such infringement action commenced or defended solely by LICENSEE shall be borne by LICENSEE, LICENSEE may, for such purposes, use the name of M.I.T. as party plaintiff; provided, however, that such right to bring an infringement action shall remain in effect only for so long as the license granted herein remains exclusive. No settlement, consent judgement judgment or other voluntary final disposition of such action which adversely affects the suit may be entered into validity, enforceability, scope or ownership of any Patent, Trademark, Technical Information, Invention or other Intellectual Property Rights owned by DURECT without the prior written consent of M.I.T. DURECT, which consent shall will not be unreasonably be withheldwithheld or delayed. LICENSEE shall indemnify M.I.T. against The costs and expenses of any order for costs that may be made against M.I.T. in proceedings commenced and defended solely by LICENSEE. 7.3 In the event that LICENSEE shall undertake the enforcement and/or defense of the PATENT RIGHTS by litigation, LICENSEE may withhold up to * of the royalties otherwise thereafter due M.I.T. hereunder and apply the same toward reimbursement of up to * of LICENSEE's expenses, such action (including reasonable attorneys' feesfees of attorneys and other professionals) shall be borne by the Party instituting the action, or, if the Parties elect to cooperate in connection therewithinstituting and maintaining such action, 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, take such actions as shall be appropriate to allow the other Party to institute and prosecute such infringement actions and shall otherwise cooperate in the institution and prosecution of such actions (including consenting to being named as a nominal party thereto). Each Party prosecuting any such Infringement action shall keep the other Party reasonably informed as to the status of such action. Any recovery award paid by Third Parties as a result of damages such an Infringement action (whether by LICENSEE for any such suit way of settlement or otherwise) shall be applied first to reimburse the Parties for all costs and expenses incurred by the Parties with respect to such action on a pro rata basis and, if after such reimbursement any funds shall remain from such award, they shall be allocated as follows: (i) if DURECT has instituted and maintained such action alone, DURECT shall be entitled to retain such remaining funds; (ii) if Endo has instituted and maintained such action alone, Endo shall be entitled to retain such remaining funds; or (iii) if the Parties have cooperated in satisfaction instituting and maintaining such action, the Parties shall allocate such remaining funds between themselves in the same proportion as they have agreed to bear the expenses of any unreimbursed expenses instituting and legal fees of LICENSEE relating maintaining such action. Notwithstanding anything herein to the suitcontrary, and next toward reimbursement of M.I.T. for the Parties hereby acknowledge that ALZA shall have the right to enforce any royalties past due or withheld and applied pursuant to this Article VII. The balance remaining from any such recovery attributable to damages for lost sales shall be divided according to patents covering the royalty percentages System as set forth in Section 4.1; any remaining balance 9.2 of the ALZA Agreement. (c) The provisions set forth in Section 9.3(b) shall be paid apply with equal force mutatis mutandis to LICENSEE. * CONFIDENTIAL TREATMENT REQUESTED 7.4 If within six the DURECT Trademarks and, if selected by the JCC, the Co-Owned Trademark CHRONOGESIC(TM) (6) months after having been notified of any alleged infringement, LICENSEE shall have been unsuccessful in persuading the alleged infringer to desist and shall not have brought and shall not be diligently prosecuting an infringement action, or if LICENSEE shall notify M.I.T. at any time prior thereto of its intention not to bring suit against any alleged infringer, then, and in those events only, M.I.T. wherein DURECT shall have the rightfirst right to institute Infringement proceedings) and the Endo Trademarks and other Co-Owned Trademarks (wherein Endo shall have the first right to institute Infringement proceedings). Notwithstanding the foregoing, but shall not be obligated, the commencement and maintenance of proceedings with respect to prosecute at its own expense any infringement of the PATENT RIGHTS, and, in furtherance of such right, LICENSEE hereby agrees that M.I.T. 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 M.I.T. trademark ENDO and Endo's logo (and variations on the foregoing) shall be borne by M.I.T.,in the sole discretion of Endo, with no right granted to DURECT to commence, prosecute or settle any action with respect thereto, and the commencement and maintenance of Infringement proceedings with respect to the trademark DURECT and DURECT's logo (and variations on the foregoing) shall be in the sole discretion of DURECT, with no rights granted to Endo to commence, prosecute or settle any action with respect thereto.

Infringement. 7.1 With respect to any Patent Rights, LICENSEE and/or its Sublicensees shall inform M.I.T. have the right to prosecute in their own names and at their own expense any infringement thereof. LICENSORS agree to notify LICENSEE promptly in writing of any alleged each infringement of the PATENT RIGHTS Patent Rights of which LICENSORS are or become aware. Failure by either party to commence an action which is contemplated by this Section 7.1 shall not constitute a third party and of any available evidence thereof. * CONFIDENTIAL TREATMENT REQUESTED 7.2 During the term breach of this Agreement. 7.2 If LICENSEE or its Sublicensee elects to commence an action as described above or if an action is third party, LICENSORS shall have the right either to join the action as a co-plaintiff or co-defendant or to assign to LICENSEE all of LICENSOR’s right, title and interest, expressly including the right to ▇▇▇ for past infringement thereof, in each patent which is a part of the Patent Rights and is the subject of such action. In the event LICENSORS join the action as a co-plaintiff, LICENSEE shall have nevertheless control the rightaction provided that LICENSEE will endeavor to consult with LICENSORS as to the prosecution of such action. In the event that LICENSORS make an assignment of such patent, but such assignment shall not be obligatedirrevocable, to prosecute at its own expense and such action on that patent or patents shall thereafter be brought or continued without LICENSOR as a parties, unless LICENSORS are legally indispensable parties. Notwithstanding any such infringements assignment to LICENSEE by LICENSORS and regardless of the PATENT RIGHTS andwhether LICENSORS are or are not indispensable parties, LICENSORS shall cooperate fully with LICENSEE, at LICENSEE’S expense, in furtherance of such right, M.I.T. hereby agrees that LICENSEE may join M.I.T. as a party plaintiff in connection with any such suit, without expense to M.I.T. The total cost of any such infringement action commenced or defended solely by LICENSEE shall be borne or any sublicensee. In the event that any patent is assigned to LICENSEE by LICENSEELICENSORS pursuant to this paragraph, LICENSEE mayshall continue to meet its obligations under this Agreement, for such purposesincluding without limitation its obligation to pay royalties, use as if the name of M.I.T. as party plaintiff; provided, however, that such right assigned patent or patent application were still licensed to bring an infringement action shall remain in effect only for so long as the license granted herein remains exclusive. No settlement, consent judgement or other voluntary final disposition of the suit may be entered into without the consent of M.I.T. which consent shall not unreasonably be withheld. LICENSEE shall indemnify M.I.T. against any order for costs that may be made against M.I.T. in proceedings commenced and defended solely by LICENSEE. 7.3 If LICENSEE or its Sublicensee elects to commence an action as described above, LICENSEE may cover the costs and expensed of such action (including reasonable attorneys fees and including the coverage of LICENSORS’ costs) by reducing the royalty due to LICENSOR hereunder by up to fifty percent (50%). In the event that such fifty percent (50%) costs and expenses exceed the amount of royalties reduced by LICENSEE for any calendar year, LICENSEE may to that extent reduce the royalties due to LICENSORS from LICENSEE in succeeding calendar years, but never by more than fifty percent (50%) of the royalty due in any one calendar year. 7.4 Recoveries or reimbursements from such action (regardless of whether LICENSEE or LICENSORS receive the award) shall first be applied to reimburse LICENSEE and LICENSORS for litigation costs not paid from royalties (if any) and then to reimburse LICENSORS for royalties withheld. Any remaining recoveries or reimbursements shall be paid to LICENSEE. 7.5 In the event that LICENSEE shall undertake the enforcement and/or defense of the PATENT RIGHTS by litigationand its Sublicensee, LICENSEE may withhold up to * of the royalties otherwise thereafter due M.I.T. hereunder and apply the same toward reimbursement of up to * of LICENSEE's expensesif any, including reasonable attorneys' fees, in connection therewith. 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 M.I.T. for any royalties past due or withheld and applied pursuant to this Article VII. The balance remaining from any such recovery attributable to damages for lost sales shall be divided according to the royalty percentages set forth in Section 4.1; any remaining balance shall be paid to LICENSEE. * CONFIDENTIAL TREATMENT REQUESTED 7.4 If within six (6) months after having been notified of any alleged infringement, LICENSEE shall have been unsuccessful in persuading the alleged infringer to desist and shall not have brought and shall not be diligently prosecuting an infringement action, or if LICENSEE shall notify M.I.T. at any time prior thereto of its intention elect not to bring suit against any alleged infringer, then, and in those events only, M.I.T. shall have the right, but shall not be obligated, exercise their right to prosecute at its own expense any an infringement of the PATENT RIGHTSPatent Rights pursuant to the above paragraphs, andLICENSORS may do so at their own expense, in furtherance of controlling such right, LICENSEE hereby agrees that M.I.T. 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 M.I.T. shall be borne by M.I.T.,and retaining all recoveries therefrom.

Infringement. 7.1 LICENSEE shall inform M.I.T. promptly in writing of If either Party determines that any alleged infringement of the PATENT RIGHTS Patent Rights have been infringed by the Manufacture or Marketing in the Territory of a third party and product containing metformin as its sole active ingredient, such Party shall give to the other Party notice of such alleged infringement, in which event BLS may at its discretion take such steps as it may consider necessary to prosecute such infringement. BLS may not settle any available evidence thereofsuch litigation in a manner that adversely affects the rights of Depomed hereunder without the consent of Depomed, which consent shall not be unreasonably withheld. * CONFIDENTIAL TREATMENT REQUESTED 7.2 During the term of this Agreement, LICENSEE Depomed shall have the right, but shall not be obligated, to prosecute at its own expense any such infringements of the PATENT RIGHTS andexpense, in furtherance of such right, M.I.T. hereby agrees that LICENSEE may join M.I.T. as a party plaintiff to be represented by counsel in any such litigation. If BLS, after such notice, elects not to bring suit, without expense to M.I.T. The total cost it shall notify Depomed of any such infringement action commenced or defended solely by LICENSEE election within thirty THE SYMBOL [***] IS USED TO INDICATE THAT A PORTION OF THE EXHIBIT HAS BEEN OMITTED AND FILED SEPARATELY WITH THE COMMISSION. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH RESPECT TO THE OMITTED PORTION. days after receipt of such notice and Depomed shall be borne by LICENSEE, LICENSEE may, for such purposes, use then have the name of M.I.T. as party plaintiff; provided, however, that such right to bring an infringement action suit at its own expense. Depomed shall remain in effect only for so long as also have the license granted herein remains exclusive. No settlement, consent judgement or other voluntary final disposition of the suit may be entered into without the consent of M.I.T. which consent shall not unreasonably be withheld. LICENSEE shall indemnify M.I.T. against any order for costs that may be made against M.I.T. in proceedings commenced and defended solely by LICENSEE. 7.3 In the event that LICENSEE shall undertake the enforcement and/or defense of the PATENT RIGHTS by litigation, LICENSEE may withhold up to * of the royalties otherwise thereafter due M.I.T. hereunder and apply the same toward reimbursement of up to * of LICENSEE's expenses, including reasonable attorneys' fees, in connection therewith. 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 M.I.T. for any royalties past due or withheld and applied pursuant to this Article VII. The balance remaining from any such recovery attributable to damages for lost sales shall be divided according to the royalty percentages set forth in Section 4.1; any remaining balance shall be paid to LICENSEE. * CONFIDENTIAL TREATMENT REQUESTED 7.4 If within six (6) months after having been notified of any alleged infringement, LICENSEE shall have been unsuccessful in persuading the alleged infringer to desist and shall not have brought and shall not be diligently prosecuting an infringement action, or if LICENSEE shall notify M.I.T. at any time prior thereto of its intention not right to bring suit against any alleged infringerif BLS fails to institute suit within ninety days from the date of the original notice of infringement by Depomed. In furtherance and not in limitation of the foregoing provisions of this Section 9.1, then, and in those events only, M.I.T. shall have the right, but shall not be obligated, Depomed may at its discretion take such steps as it may consider necessary to prosecute at its own expense any infringement of any patent or other intellectual property rights owned or Controlled by Depomed by the PATENT RIGHTSManufacture or Marketing outside of the Territory of any product containing metformin as the sole active ingredient, andand BLS shall have no right to prosecute, or otherwise participate in furtherance of such rightthe prosecution of, LICENSEE hereby agrees that M.I.T. 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 M.I.T. shall be borne by M.I.T.,infringement.

Infringement. 7.1 LICENSEE shall inform M.I.T. 9.1 Each party agrees to notify the other promptly in writing of any alleged infringement of the LICENSED PATENTS in the LICENSED FIELD, of which either party is or becomes aware. 9.2 With respect to any such infringement of the LICENSED PATENTS in the LICENSED PATENT RIGHTS FIELD, HGS shall have the first right, but not the obligation, to bring an action for infringement at its expense. LICENSEE agrees to cooperate fully with HGS in connection with any such action. Recoveries or reimbursements from any such action shall first be applied to reimburse HGS for litigation costs, then to LICENSEE for its costs in cooperating in such action, and the balance shall be divided evenly between HGS and LICENSEE. 9.3 If, after ninety (90) days from written notice by LICENSEE of the infringement of a third party and of any available evidence thereof. * CONFIDENTIAL TREATMENT REQUESTED 7.2 During LICENSED PATENT in the term of this AgreementLICENSED FIELD, HGS elects not to bring an action for infringement, LICENSEE shall have the right, but shall not be obligatedthe obligation, to prosecute at its own expense any such infringements of the PATENT RIGHTS and, in furtherance of such right, M.I.T. hereby agrees that LICENSEE may join M.I.T. as a party plaintiff in any such suit, without expense to M.I.T. The total cost of any such infringement action commenced or defended solely by LICENSEE shall be borne by LICENSEE, LICENSEE may, for such purposes, use the name of M.I.T. as party plaintiff; provided, however, that such right to bring an action for infringement. The written notice required by this section shall contain sufficient evidence to establish a prima facie case of infringement. Before LICENSEE or its sublicensees commence an action with respect to any infringement of such patents, LICENSEE shall give careful consideration to the views of HGS and to potential effects on the public interest in making its decision whether or not to ▇▇▇ and in the case of a sublicense, shall report such views to the sublicensee. 9.4 If LICENSEE or its sublicensee elects to commence an action described in Section 9.3 and HGS is a legally indispensable party to such action, HGS agrees to join the action as co-plaintiff. Upon doing so, HGS shall remain jointly control the action with LICENSEE or its sublicensee. 9.5 LICENSEE shall reimburse HGS for any costs HGS incurs as part of an action brought by LICENSEE or its sublicensee pursuant to Section 9.3, irrespective of whether HGS shall become a co-plaintiff. 9.6 If LICENSEE or its sublicensee elects to commence an action as described above, LICENSEE may reduce, by up to fifty percent (50%), the royalty due to HGS earned under the patent subject to suit by fifty percent (50%) of the amount of the expenses and costs of such action, including attorney fees. In the event that such fifty percent (50%) of such expenses and costs exceed the amount of royalties withheld by LICENSEE for any calendar year, LICENSEE may to that extent reduce the royalties due to HGS from LICENSEE in effect only for so long as succeeding calendar years, but never by more than fifty percent (50%) of the license granted herein remains exclusive. royalty due in any one year. 9.7 No settlement, consent judgement judgment or other voluntary final disposition of the suit may be entered into without the written consent of M.I.T. HGS, which consent shall not be unreasonably withheld. 9.8 Recoveries or reimbursements from an action commenced pursuant to Section 9.3 shall first be applied to reimburse LICENSEE and HGS for litigation costs not paid from royalties and then to reimburse HGS for royalties withheld. LICENSEE Any remaining recoveries or reimbursements shall indemnify M.I.T. against any order for costs that may be made against M.I.T. treated as NET SALES and royalties shall be paid to HGS as provided in proceedings commenced and defended solely by LICENSEEthis Agreement on such NET SALES. 7.3 9.9 In the event that a declaratory judgment action alleging invalidity of any of the PATENTS shall be brought against LICENSEE or HGS, HGS at its sole option, shall undertake have the enforcement and/or right to intervene and take over the defense of the PATENT RIGHTS by litigation, LICENSEE may withhold up to * of the royalties otherwise thereafter due M.I.T. hereunder and apply the same toward reimbursement of up to * of LICENSEE's expenses, including reasonable attorneys' fees, in connection therewith. 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 M.I.T. for any royalties past due or withheld and applied pursuant to this Article VII. The balance remaining from any such recovery attributable to damages for lost sales shall be divided according to the royalty percentages set forth in Section 4.1; any remaining balance shall be paid to LICENSEE. * CONFIDENTIAL TREATMENT REQUESTED 7.4 If within six (6) months after having been notified of any alleged infringement, LICENSEE shall have been unsuccessful in persuading the alleged infringer to desist and shall not have brought and shall not be diligently prosecuting an infringement action, or if LICENSEE shall notify M.I.T. at any time prior thereto of its intention not to bring suit against any alleged infringer, then, and in those events only, M.I.T. shall have the right, but shall not be obligated, to prosecute action at its own expense any infringement of the PATENT RIGHTS, and, in furtherance of such right, LICENSEE hereby agrees that M.I.T. 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 M.I.T. shall be borne by M.I.T.,expense.

Infringement. 7.1 LICENSEE Following Roche’s exercise of its Option Right with respect to a Licensed Program, each Party shall inform M.I.T. promptly provide written notice to the other Party during the Agreement Term of any known infringement or suspected infringement by a Third Party of the applicable Product Specific Patents by a product Directed To the Collaboration Target for the Licensed Program (“Infringement”), and shall provide the other Party with all evidence in its possession supporting such infringement. Within [***] days after Roche provides or receives such written notice (“Decision Period”), Roche, in its sole discretion, shall decide whether or not to initiate a suit or take action in the Territory to remedy such Infringement and shall notify Vividion of its decision in writing of any alleged infringement of (“Suit Notice”). If Roche decides to bring such suit or take such action, once Roche provides Suit Notice, Roche may immediately commence such suit or take such action. In the PATENT RIGHTS by event that Roche (i) does not in writing advise Vividion within the Decision Period that Roche will commence suit or take action, or (ii) fails to commence suit or take action within a third party and of any available evidence thereof. * CONFIDENTIAL TREATMENT REQUESTED 7.2 During the term of this Agreementreasonable time after providing Suit Notice, LICENSEE Vividion shall thereafter have the rightright (subject to Roche’s written consent, but not to be unreasonably withheld) to commence such suit or take such action in the Territory to remedy such Infringement and shall not be obligated, provide written notice to prosecute at its own expense any such infringements of the PATENT RIGHTS and, in furtherance of such right, M.I.T. hereby agrees that LICENSEE may join M.I.T. as a party plaintiff in any such suit, without expense to M.I.T. The total cost Roche of any such infringement action suit commenced or defended solely action taken by LICENSEE Vividion. On a country-by-country basis: (i) For Roche Programs where (a) there is not sufficient support available for filing of a Product Specific Patent prior to the Nomination Date of the Roche Program or (b) Roche does not request Vividion to file a Product Specific Patent pursuant to Section 17.5.3 or (c) Roche abandons or ceases Handling such Product Specific Patent pursuant to Section 17.5.5, should one or more Vividion CC Patents or Roche Patents exist: Roche shall not have the right to enforce any Vividion Patent other than the applicable Vividion CC Patent that Cover the applicable Product within the Licensed Program, provided that at Roche’s request and only with Vividion’s prior written consent, Roche may initiate a suit to enforce a Vividion Patent against a Third Party to remedy infringement by such Third Party of such Vividion Patent for such Product by a product Directed To the Collaboration Target for such Product. Upon such consent, such infringement shall be borne considered an Infringement under this Section 17.9; and (ii) Should one or more Product Specific Patent or Vividion CC Patent exist: Roche shall not have the right to enforce any Vividion Patent other than the applicable Vividion CC Patent that Cover the applicable Product within the Licensed Program, provided that at Roche’s request and only with Vividion’s prior written consent, Roche may initiate a suit to enforce a Vividion Patent against a Third Party to remedy infringement by LICENSEE, LICENSEE may, such Third Party of such Vividion Patent for such purposesProduct by a product Directed To the Collaboration Target for such Product. Upon such consent, use the name of M.I.T. as party plaintiff; providedsuch infringement shall be considered an Infringement under this Section 17.9; (iii) Should no Product Specific Patent or Vividion CC Patent or, howeverwith respect to Roche Programs described in clause (i) above, Roche Patent exist, Roche shall, after Vividion’s prior consent that such right to bring an infringement action shall remain in effect only for so long as the license granted herein remains exclusive. No settlement, consent judgement or other voluntary final disposition of the suit may be entered into without the consent of M.I.T. which consent shall not unreasonably be withheld, have the right to enforce a Vividion Patent that Covers the applicable Component or Compound for the applicable Product within the Licensed Program against a Third Party to remedy infringement by such Third Party of such a Vividion Patent by a product Directed To the Collaboration Target for such Product. LICENSEE Without limiting the reasons for which Vividion may withhold its consent, it shall indemnify M.I.T. not be unreasonable for Vividion to withhold its consent (A) if Vividion has initiated (or plans to initiate within [***] days) enforcement of a Vividion Patent against such product, (B) if one or more further Vividion Patents Covers such product and Vividion would allow Roche to enforce any order for costs that may such further Vividion Patents, (C) if such enforcement action would put such Vividion Patent at unreasonable risk of an adverse impact or (D) if the applicable Product contains a Derivative and a Roche Patent Covering such Product exists. Upon such consent, such infringement shall be made against M.I.T. in proceedings commenced and defended solely by LICENSEE. 7.3 In considered Infringement under this Section 17.9. Upon written request, the event that LICENSEE Party bringing suit or taking action to remedy such Infringement (“Initiating Party”) shall undertake keep the enforcement and/or defense other Party informed of the PATENT RIGHTS by litigationstatus of any such suit or action and shall provide the other Party with copies, LICENSEE may withhold up 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 royalties otherwise thereafter due M.I.T. hereunder sole and apply the same toward reimbursement of up exclusive right to * of LICENSEE's expenses, including reasonable attorneys' fees, in connection therewith. Any recovery of damages by LICENSEE 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. Unless otherwise agreed by the Parties, and subject to the Parties’ respective obligations under Article 19, all monies recovered upon the final judgment or settlement of any action described in this Section 17.9 for all Products other than Shared Products shall be applied first in satisfaction of used as follows: (a) First, to reimburse the Initiating Party for its costs associated with such action and, if any unreimbursed expenses and legal fees of LICENSEE relating remains that was not previously reimbursed, to the suitother Party for any advisory counsel fees and costs; and (b) Second, the balance, if any, shall be allocated [***] percent ([***]%) to the Initiating Party, and next toward [***] percent ([***]%) to the other Party. If the Initiating Party believes it is reasonably necessary or desirable to obtain an effective remedy, upon written request, the other Party agrees to be joined as a party to the suit or action but shall be under no obligation to participate except to the extent that such participation is required as the result of its being a named party to the suit or action. 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 M.I.T. for any royalties past due or withheld and applied pursuant to this Article VIIreasonable out-of-pocket expenses incurred by the other Party in rendering such assistance. The balance remaining from other Party shall have the right to participate and be represented in any such recovery attributable to damages for lost sales shall suit or action by its own counsel at its own expense. The Initiating Party may settle, consent judgment or otherwise voluntarily dispose of the suit or action (“Settlement”) without the written consent of the other Party but only if such Settlement can be divided according to achieved without adversely affecting the royalty percentages set forth in Section 4.1; other Party (including any remaining balance shall of its Patents). If a Settlement could adversely affect the other Party, then the written consent of the other Party would be paid to LICENSEE. * CONFIDENTIAL TREATMENT REQUESTED 7.4 If within six (6) months after having been notified of any alleged infringementrequired, LICENSEE shall have been unsuccessful in persuading the alleged infringer to desist and shall not have brought and which consent shall not be diligently prosecuting an infringement actionunreasonably withheld. For any patent that is a Roche Patent, Roche, in its sole discretion, shall decide whether or if LICENSEE shall notify M.I.T. at any time prior thereto of its intention not to bring initiate such suit against any alleged infringer, then, and or action in those events only, M.I.T. the Territory. Roche shall have full discretion as to how it wishes to handle such suit and may reach Settlement and retain all damages, settlement fees or other consideration under any terms and conditions it desires and retain whatever. Only if a Settlement could adversely affect Vividion shall the rightwritten consent of Vividion be required, but which consent shall not be obligated, to prosecute at its own expense any infringement of the PATENT RIGHTS, and, in furtherance of such right, LICENSEE hereby agrees that M.I.T. 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 M.I.T. shall be borne by M.I.T.,unreasonably withheld.

Infringement. 7.1 LICENSEE 8.1 Licensee shall inform M.I.T. USM promptly in writing of any alleged infringement of the PATENT RIGHTS Patent Rights by a third party and of any available evidence thereof. * CONFIDENTIAL TREATMENT REQUESTED. 7.2 8.2 During the term of this Agreement, LICENSEE USM shall have the right, but shall not be obligated, to prosecute at its own expense any such infringements of the PATENT RIGHTS andPatent Rights. If USM prosecutes any such infringement, in furtherance of such right, M.I.T. hereby Licensee agrees that LICENSEE USM may join M.I.T. include Licensee as a party co-plaintiff in any such suit, without expense to M.I.T. Licensee. The total cost of any such infringement action commenced or defended solely by LICENSEE USM shall be borne by LICENSEEUSM, LICENSEE but USM shall keep any recovery or damages for past infringement derived from said suit, whether resulting from a judgment, settlement, or otherwise, as reimbursement for any and all expenses, costs, and efforts expended by USM in pursuit of the claim. The remainder, if any, shall then be divided between USM and Licensee in an equitable manner to allow USM to receive a portion thereof equivalent to the royalty that USM would have received but for the infringement. 8.3 If within six (6) months after having been notified of any alleged infringement or such shorter time prescribed by law, USM 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 USM shall notify Licensee at any time prior thereto of its intention not to bring suit against any alleged infringer, then, and in those events only, Licensee shall have the right, but shall not be obligated, to prosecute at its own expense any infringement of the Patent Rights, and Licensee may, but only after obtaining consent from and authority from the Attorney General for the State of Mississippi to do so for such purposes, use the name of M.I.T. USM as party plaintiff; provided, however, provided however that such right to bring an infringement action shall remain in effect only for so long as the license granted herein remains exclusive. No settlement, consent judgement judgment or other voluntary final disposition of the suit may be entered into without the consent of M.I.T. USM, which consent shall not be unreasonably be withheld. LICENSEE Licensee shall indemnify M.I.T. USM from and against any order for costs all costs, expenses, judgments, or other adverse results that may be made against M.I.T. in arise during or that result from such proceedings commenced and defended solely by LICENSEEor the actions associated therewith. 7.3 8.4 In the event that LICENSEE Licensee shall undertake the enforcement and/or defense of the PATENT RIGHTS Patent Rights by litigation, LICENSEE Licensee may withhold up to * fifty percent (50%) of the royalties otherwise thereafter due M.I.T. USM hereunder and apply the same toward reimbursement of up to * of LICENSEE's its expenses, including reasonable attorneys' attorney's fees, in connection therewith. Said withholding of royalties shall begin no earlier than the date Licensee first receives a ▇▇▇▇ for professional services or expenses for the enforcement and/or defense of the Patent Rights in litigation. Any recovery of damages by LICENSEE Licensee for any such suit shall be applied first in satisfaction of any unreimbursed expenses and legal fees of LICENSEE Licensee relating to the suit, and next toward reimbursement of M.I.T. to USM for any royalties past due or withheld and applied pursuant to this Article VII. The balance remaining from any such recovery attributable to damages for lost sales shall be divided according to the royalty percentages set forth in Section 4.1; any remaining balance shall be paid to LICENSEE. * CONFIDENTIAL TREATMENT REQUESTED 7.4 If within six (6) months after having been notified of any alleged infringement, LICENSEE shall have been unsuccessful in persuading the alleged infringer to desist and shall not have brought and shall not be diligently prosecuting an infringement action, or if LICENSEE shall notify M.I.T. at any time prior thereto of its intention not to bring suit against any alleged infringer, then, and in those events only, M.I.T. shall have the right, but shall not be obligated, to prosecute at its own expense any infringement of the PATENT RIGHTS, and, in furtherance of such right, LICENSEE hereby agrees that M.I.T. 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 M.I.T. shall be borne by M.I.T.,Section

Infringement. 7.1 LICENSEE (a) Each Party shall inform M.I.T. promptly in writing notify the other Party of any alleged suspected infringement of the PATENT RIGHTS by a third party and Third Party of any available evidence thereof. * CONFIDENTIAL TREATMENT REQUESTEDProject Intellectual Property. 7.2 During the term of this Agreement, LICENSEE (b) Novartis and/or its Affiliates shall have the sole right, but shall not be obligatedthe obligation, to initiate and prosecute legal proceedings, at their own expense and in their own name, related to patent prosecution, defense or enforcement of Novartis Protected Compound Project Intellectual Property. Novartis and/or its Affiliates shall be entitled to enter into any settlements without any obligation to obtain the consent of, or to consult with, CombinatoRx. CombinatoRx shall, at its own expense, reasonably cooperate with the Novartis in prosecuting and maintaining any such action. [*] PORTIONS OF THIS EXHIBIT HAVE BEEN OMITTED PURSUANT TO A CONFIDENTIAL TREATMENT REQUEST. AN UNREDACTED VERSION OF THIS EXHIBIT HAS BEEN FILED WITH THE COMMISSION. (c) CombinatoRx and/or its Affiliates shall have the sole right, but not the obligation, to initiate and prosecute legal proceedings, at their own expense and in their own name, related to patent prosecution, defense or enforcement of CombinatoRx Compound Project Intellectual Property. CombinatoRx and/or its Affiliates shall be entitled to enter into any settlements without any obligation to obtain the consent of, or to consult with, Novartis. Novartis shall, at its own expense, reasonably cooperate with the CombinatoRx in prosecuting and maintaining any such action. (d) The Party having the right to prosecute and maintain Novartis Tool Compound Project Intellectual Property pursuant to Section 6.1 (the “Prosecuting Party”) shall have the sole right, but not the obligation, to initiate and prosecute legal proceedings, at its own expense and in its own name, related to patent prosecution, defense or enforcement of Novartis Tool Compound Project Intellectual Property. If Novartis is the Prosecuting Party, Novartis shall be entitled to enter into any settlements without any obligation to obtain the consent of, or to consult with, CombinatoRx. If CombinatoRx is the Prosecuting Party, the Parties must mutually agree to enter into any settlement agreement. The Party initiating and prosecuting such infringements of action shall keep the PATENT RIGHTS andother Party reasonably informed regarding such action and consider in good faith all suggestions regarding such action from the other Party. The Party that is not the Prosecuting Party shall, at its own expense, reasonably cooperate with the Prosecuting Party in furtherance prosecuting and maintaining such action. Any awards, recoveries or settlements arising out of such right, M.I.T. hereby agrees that LICENSEE may join M.I.T. as a party plaintiff in any such suit, without expense to M.I.T. The total cost of any such infringement action commenced or defended solely by LICENSEE shall be borne by LICENSEE, LICENSEE may, for such purposes, use the name of M.I.T. as party plaintiff; provided, however, that such right to bring an infringement action shall remain in effect only first be used to reimburse each Party for so long as the license granted herein remains exclusive. No settlement, consent judgement or other voluntary final disposition their out of the suit may be entered into without the consent of M.I.T. which consent shall not unreasonably be withheld. LICENSEE shall indemnify M.I.T. against any order for costs that may be made against M.I.T. in proceedings commenced and defended solely by LICENSEE. 7.3 In the event that LICENSEE shall undertake the enforcement and/or defense of the PATENT RIGHTS by litigation, LICENSEE may withhold up to * of the royalties otherwise thereafter due M.I.T. hereunder and apply the same toward reimbursement of up to * of LICENSEE's expenses, including reasonable attorneys' fees, pocket expenses incurred in connection therewith. Any recovery of damages by LICENSEE for any with such suit shall be applied first in satisfaction of any unreimbursed expenses and legal fees of LICENSEE relating to the suitaction, and next toward reimbursement of M.I.T. for any royalties past due or withheld and applied pursuant to this Article VII. The balance remaining from any such recovery attributable to damages for lost sales the remainder shall be divided according [*] percent ([*]%) to the royalty percentages set forth in Section 4.1; any remaining balance shall be paid Prosecuting Party and [*] percent ([*]%) to LICENSEEthe other Party. * [*] PORTIONS OF THIS EXHIBIT HAVE BEEN OMITTED PURSUANT TO A CONFIDENTIAL TREATMENT REQUESTED 7.4 If within six (6) months after having been notified of any alleged infringement, LICENSEE shall have been unsuccessful in persuading the alleged infringer to desist and shall not have brought and shall not be diligently prosecuting an infringement action, or if LICENSEE shall notify M.I.T. at any time prior thereto of its intention not to bring suit against any alleged infringer, then, and in those events only, M.I.T. shall have the right, but shall not be obligated, to prosecute at its own expense any infringement of the PATENT RIGHTS, and, in furtherance of such right, LICENSEE hereby agrees that M.I.T. may include LICENSEE as a party plaintiff in any such suit, without expense to LICENSEEREQUEST. The total cost of any such infringement action commenced or defended solely by M.I.T. shall be borne by M.I.T.,AN UNREDACTED VERSION OF THIS EXHIBIT HAS BEEN FILED WITH THE COMMISSION.

Infringement. 7.1 6.1 LICENSEE acknowledges and agrees that other than as expressly provided for in this Agreement, [* * *]. LICENSOR and LICENSEE shall promptly notify the other party in writing with respect to any claim, suit or other action brought by a third party alleging that the composition of matter, manufacture, use, import, offer for sale or sale of a LICENSED PRODUCT infringes or misappropriates any third party intellectual property rights. In the event of a third party infringement action against either party with respect to any LICENSED PRODUCTS that are developed, manufactured, marketed or sold by or on behalf of LICENSEE, LICENSEE will, subject to subsections (i) through (iii) of Section 9.5, defend LICENSOR, [* * *]. LICENSEE shall indemnify, defend and hold VCU, VA and LICENSOR harmless from any judgment to the extent resulting from the infringement of third party intellectual property rights by LICENSED PRODUCTS that are developed, manufactured, marketed or sold by or on behalf of LICENSEE, and [* * *] shall pay any damages awarded in any such judgment against Indemnitee (as defined in Section 9.5), except where such damages are attributable to the negligence, intentional misconduct, violation of law or regulation or breach of this Agreement by any Indemnitee or VCU/VA Personnel. LICENSOR will cooperate as requested by LICENSEE, [* * *]. No settlement, consent judgment, or other voluntary final disposition of any suit that would affect the validity, scope or enforceability of the LICENSED PATENT RIGHTS, by estoppel, admission or otherwise, or the LICENSOR’s rights in or to same, may be entered into without the consent of LICENSOR, not to be unreasonably withheld, delayed or conditioned such as upon additional consideration. 6.2 LICENSEE and LICENSOR shall promptly inform M.I.T. promptly each other in writing of any alleged infringement of the LICENSED PATENT RIGHTS by a third party and of any available evidence thereof. * CONFIDENTIAL TREATMENT REQUESTEDparty. 7.2 6.3 During the term of this Agreement, LICENSEE shall will have the primary right, but shall not be obligated, to prosecute at its own expense any such all enforcement actions against alleged or actual infringements of the LICENSED PATENT RIGHTS and, in furtherance of such right, M.I.T. hereby agrees that LICENSEE may join M.I.T. include LICENSOR, as a party plaintiff in any such suit, provided that [* * *]. LICENSEE’s right also includes without expense limitation, the right to M.I.T. The total cost defend any action for declaratory judgment of non-infringement or invalidity, and instituting, defending and settling all infringement and declaratory judgment actions [* * *] and through counsel of its own choosing. LICENSOR shall provide reasonable assistance to LICENSEE with respect to any such suits. If LICENSOR is not requested by LICENSEE to be included in any such suit, LICENSOR shall have the right to participate with counsel of its own choosing and at its own expense, in any action or suit under this Section 6.3. If LICENSOR makes any statements other than to LICENSEE or LICENSOR’s counsel regarding the infringement of LICENSED PATENT RIGHTS, LICENSOR shall be solely responsible for the costs and expenses of any such infringement declaratory judgment action commenced or defended solely by relating thereto. 6.4 LICENSEE shall be borne by LICENSEE, LICENSEE may, for such purposes, use the name of M.I.T. as party plaintiff; provided, however, that such right to bring an infringement action shall remain in effect only for so long as the license granted herein remains exclusive. No settlement, consent judgement or other voluntary final disposition of the suit may be entered into without the consent of M.I.T. which consent shall not unreasonably be withheld. LICENSEE shall indemnify M.I.T. against any order for costs that may be made against M.I.T. in proceedings commenced and defended solely by LICENSEE. 7.3 In the event that LICENSEE shall undertake the enforcement and/or defense of the PATENT RIGHTS by litigation, LICENSEE may withhold up to have [* of the royalties otherwise thereafter due M.I.T. hereunder and apply the same toward reimbursement of up to * of LICENSEE's expenses, including reasonable attorneys' fees, in connection therewith. 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 M.I.T. for any royalties past due or withheld and applied pursuant to this Article VII. The balance remaining from any such recovery attributable to damages for lost sales shall be divided according to the royalty percentages set forth in Section 4.1; any remaining balance shall be paid to LICENSEE. * CONFIDENTIAL TREATMENT REQUESTED 7.4 If within six (6) months *] after having been notified of any alleged infringementinfringement to investigate whether infringement can be established or if an enforcement action should be taken. If LICENSEE determines that infringement exists, LICENSEE or that any action should be taken, then it shall have been unsuccessful an additional [* * *] to negotiate in persuading good faith with the alleged infringer to desist and shall not have brought and shall not be diligently resolve the dispute or, at LICENSEE’s election, to commence prosecuting an infringement actionaction (the filing period). If LICENSEE (a) at any time decides not to pursue an action against the alleged infringer, or if (b) fails to commence negotiating or prosecuting an action before the end of the filing period, then LICENSEE shall notify M.I.T. at any time prior thereto LICENSOR of its intention not to bring suit against any alleged infringer, then, and in . In those events only, M.I.T. LICENSOR shall have the right, but shall not be obligated, to prosecute at its own expense any infringement of the LICENSED PATENT RIGHTS, and, in furtherance of such right, and LICENSEE hereby agrees that M.I.T. may include LICENSEE at its discretion and upon terms to be mutually agreed by the parties, to either be named as a party plaintiff in any such suitproceedings or to assign its rights to ▇▇▇ for infringement. LICENSOR shall pay all of LICENSOR’s costs and reasonable attorney fees incurred in such action brought by LICENSOR under this Section 6.4. No settlement, consent judgment, or other voluntary final disposition of the suit shall be entered into without expense the prior written consent of LICENSEE, which consent shall not be unreasonably withheld, and LICENSOR may not settle any such action whereby LICENSOR grants a license to a third party under any LICENSED PATENT RIGHTS without the prior written consent of LICENSEE, which consent may be withheld by LICENSEE in its sole discretion. 6.5 In the event that LICENSOR shall undertake the enforcement and/or defense of the LICENSED PATENT RIGHTS by litigation, any monetary recovery by LICENSOR shall be [* * *] between LICENSOR and LICENSEE, after each party recovers its attorneys fees and court costs and other related outside documented costs and expenses. The total cost In the event that LICENSEE undertakes the enforcement and/or defense of the LICENSED PATENT RIGHTS by litigation, any monetary recovery by LICENSEE shall be [* * *]. 6.6 Each party will promptly notify the other party in writing if such party institutes any action or suit with regard to third party infringement of the LICENSED PATENT RIGHTS, and will in a timely manner keep the other party informed with regard to such action or suit and any related proceedings. [* * *] Distribution of any such infringement action commenced or defended solely by M.I.T. recovered amounts shall be borne governed by M.I.T.,Section 6.5. In any infringement suit that either party may institute to enforce the LICENSED PATENT RIGHTS pursuant to this Agreement, the other party hereto shall, at the request of the party initiating such suit and upon reasonable notice, cooperate in all respects and, to the extent possible, have its employees testify when requested and make available relevant records, papers, information samples, models, specimens and the like. 6.7 LICENSEE shall have the sole right, subject to approval by LICENSOR, which shall not be unreasonably withheld, delayed or conditioned such as upon additional consideration, in accordance with the terms and conditions herein, to grant a SUBLICENSE to any alleged infringer under the LICENSED PATENT RIGHTS. Prior to the payment by LICENSEE to LICENSOR of any SUBLICENSING REVENUE based on amounts received from an alleged infringer as specified in Article III, LICENSOR shall be reimbursed for any and all documented out-of-pocket expenses incurred by it, if any, in connection with any suit or action against the alleged infringer, prior to the grant of the SUBLICENSE to the alleged infringer. 6.8 In the event that any legal action brought by a third party alleging invalidity or noninfringement of any of the LICENSED PATENT RIGHTS is brought against LICENSEE or LICENSOR or VCU, LICENSEE, at its option, shall have the right within [* * *], to intervene and take over the sole defense of the action at its own expense. If LICENSEE chooses not to intervene, LICENSOR shall have the option to intervene and take over the sole defense at its own expense.

Infringement. 7.1 LICENSEE Each Party shall inform M.I.T. notify the other Party promptly of any infringement, limitation or unauthorized use of any Patents by a Third Party of which such Party becomes aware. Licensee shall have the sole right, at its own expense to bring any action on account of any such infringements, limitations or unauthorized use of the Patents. C▇▇▇▇▇▇ agrees, at the request of Licensee, to execute the writ and such other papers as may require the signature of C▇▇▇▇▇▇ in the prosecution of such suit, and to render to Licensee all reasonable assistance in the prosecution of such suit. Licensee agrees to reimburse C▇▇▇▇▇▇ for its reasonable expenses incurred in complying with any such request of Licensee. Finally, C▇▇▇▇▇▇ shall have the right to be represented in the litigation by counsel of C▇▇▇▇▇▇’▇ choice, but at C▇▇▇▇▇▇’▇ own expense. Licensee shall be entitled to keep all the proceeds obtained from such a suit or settlement resulting from such suit and C▇▇▇▇▇▇ shall receive 8% of the proceeds of any judgment or settlement less the legal fees and costs incurred by Licensor in connection with such suit. If Licensee does not undertake such action, it shall notify C▇▇▇▇▇▇ of its election within sixty (60) days following the receipt of notice of such infringement. C▇▇▇▇▇▇ may then prosecute the same, at its expense, provided that C▇▇▇▇▇▇ notifies Licensee of C▇▇▇▇▇▇’▇ intention to file suit at least fifteen (15) days prior to filing thereof. In such event, unless Licensee then notifies C▇▇▇▇▇▇ within such fifteen (15) day period that Licensee agrees to bear one-half of the expense of prosecuting such suit, all recoveries had or obtained in such suit shall be the sole property of C▇▇▇▇▇▇ whereby no settlement will be made without the prior written approval of Licensee. If Licensee notifies C▇▇▇▇▇▇ that Licensee agrees to bear one-half of such expenses, and if Licensee pays C▇▇▇▇▇▇ from time to time as expenses are incurred, then all recoveries had or obtained in such suit shall be divided equally between C▇▇▇▇▇▇ and Licensee. C▇▇▇▇▇▇ will defend, at its expense, any suit against Licensee to the extent it is based on a claim that use of the Technology as permitted hereunder in the Territory infringes any patent applicable in the Territory. Further, C▇▇▇▇▇▇ will pay those damages or costs finally awarded by a court or tribunal of final appeal against Licensee in such action which are attributable to such claim, provided that Licensee: · notifies C▇▇▇▇▇▇ promptly in writing of any alleged infringement such action and all prior related claims; · gives C▇▇▇▇▇▇ sole control of the PATENT RIGHTS by a third party and of any available evidence thereof. * CONFIDENTIAL TREATMENT REQUESTED 7.2 During the term of this Agreement, LICENSEE shall have the right, but shall not be obligated, to prosecute at its own expense any such infringements of the PATENT RIGHTS and, in furtherance of such right, M.I.T. hereby agrees that LICENSEE may join M.I.T. as a party plaintiff in any such suit, without expense to M.I.T. The total cost of any such infringement action commenced or defended solely by LICENSEE shall be borne by LICENSEE, LICENSEE may, for such purposes, use the name of M.I.T. as party plaintiff; provided, however, that such right to bring an infringement action shall remain in effect only for so long as the license granted herein remains exclusive. No settlement, consent judgement or other voluntary final disposition of the suit may be entered into without the consent of M.I.T. which consent shall not unreasonably be withheld. LICENSEE shall indemnify M.I.T. against any order for costs that may be made against M.I.T. in proceedings commenced and defended solely by LICENSEE. 7.3 In the event that LICENSEE shall undertake the enforcement and/or defense of the PATENT RIGHTS by litigationsame and all negotiations for its settlement or compromise; and · provides to C▇▇▇▇▇▇, LICENSEE may withhold up at C▇▇▇▇▇▇’▇ expense, all available information, assistance and authority to * of the royalties otherwise thereafter due M.I.T. hereunder and apply the same toward reimbursement of up to * of LICENSEE's expenses, including reasonable attorneys' fees, in connection therewith. Any recovery of damages by LICENSEE for any make 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 M.I.T. for any royalties past due or withheld and applied pursuant to this Article VII. The balance remaining from any such recovery attributable to damages for lost sales shall be divided according to the royalty percentages set forth in Section 4.1; any remaining balance shall be paid to LICENSEE. * CONFIDENTIAL TREATMENT REQUESTED 7.4 If within six (6) months after having been notified of any alleged infringement, LICENSEE shall have been unsuccessful in persuading the alleged infringer to desist and shall not have brought and shall not be diligently prosecuting an infringement action, or if LICENSEE shall notify M.I.T. at any time prior thereto of its intention not to bring suit against any alleged infringer, then, and in those events only, M.I.T. shall have the right, but shall not be obligated, to prosecute at its own expense any infringement of the PATENT RIGHTS, and, in furtherance of such right, LICENSEE hereby agrees that M.I.T. 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 M.I.T. shall be borne by M.I.T.,defense.

Infringement. 7.1 23.1. LICENSEE shall inform M.I.T. promptly in writing of any alleged infringement of have the PATENT RIGHTS by a third party and of any available evidence thereof. * CONFIDENTIAL TREATMENT REQUESTED 7.2 During right during the term of this AgreementAgreement to commence an action for infringement of the Patents against any third party for any infringement occurring within the Field of Use, provided that LICENSEE shall provide CMU 30 (thirty) days’ prior written notice of such infringement and of LICENSEE’s intent to file such action. CMU 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 Patent, CMU shall voluntarily appear at LICENSEE’s expense; provided that if such appearance subjects CMU to any unrelated action or claim of a third party or LICENSEE in such jurisdiction, then CMU shall have the right to decline such appearance. Settlement of any action brought by LICENSEE shall require the consent of CMU 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, CMU shall receive compensation for the time of any CMU personnel involved in the action and (iii) third, CMU shall receive {***}. 23.2. CMU shall have the right in its absolute discretion during the term of this Agreement to commence or defend an action for infringement of or by the Patents and/or Copyrights against any third party for any infringement occurring anywhere in the world, provided that, before commencing any such action concerning the Field of Use, CMU shall provide LICENSEE not less than 30 (thirty) days’ prior written notice of such infringement and of CMU’s intent to file such action. LICENSEE shall have the right, but shall not be obligated, to prosecute right at its own expense to appear in such action by counsel of its own selection. If CMU provides LICENSEE with such notice before instituting an action concerning the Field of Use and LICENSEE fails to initiate an action against such third party prior to the commencement of an action by CMU, then any such infringements of the PATENT RIGHTS and, in furtherance of such right, M.I.T. hereby agrees that LICENSEE settlement amount or recovery for damages shall belong entirely to CMU and CMU may join M.I.T. as a party plaintiff in any such suit, without expense to M.I.T. The total cost of any such infringement settle said action commenced or defended solely by LICENSEE shall be borne by LICENSEE, LICENSEE may, for such purposes, use the name of M.I.T. as party plaintiff; provided, however, that such right to bring an infringement action shall remain in effect only for so long as the license granted herein remains exclusive. No settlement, consent judgement or other voluntary final disposition of the suit may be entered into without the consent of M.I.T. which consent shall not unreasonably be withheld. LICENSEE shall indemnify M.I.T. against any order for costs that may be made against M.I.T. in proceedings commenced and defended solely by LICENSEE. 7.3 In the event that LICENSEE shall undertake the enforcement and/or defense of the PATENT RIGHTS by litigation, LICENSEE may withhold up to * of the royalties otherwise thereafter due M.I.T. hereunder and apply the same toward reimbursement of up to * of LICENSEE's expenses, including reasonable attorneys' fees, in connection therewith. 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 M.I.T. for any royalties past due or withheld and applied pursuant to this Article VII. The balance remaining from any such recovery attributable to damages for lost sales shall be divided according to the royalty percentages set forth in Section 4.1; any remaining balance shall be paid to LICENSEE. * CONFIDENTIAL TREATMENT REQUESTED 7.4 If within six (6) months after having been notified of any alleged infringement, LICENSEE shall have been unsuccessful in persuading the alleged infringer to desist and shall not have brought and shall not be diligently prosecuting an infringement action, or if LICENSEE shall notify M.I.T. at any time prior thereto of its intention not to bring suit against any alleged infringer, then, and in those events only, M.I.T. shall have the right, but shall not be obligated, to prosecute at its own expense any infringement of the PATENT RIGHTS, and, in furtherance of such right, LICENSEE hereby agrees that M.I.T. 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 M.I.T. shall be borne by M.I.T.,

Infringement. 7.1 LICENSEE pHoenix shall inform M.I.T. undertake at pHoenix's own expense the defense of any suit or action for infringement of pHoenix's patents or technology brought against RAICHEM, which suit or action results from the sale of any PRODUCTs, provided that RAICHEM shall have promptly advised pHoenix in writing of any alleged each notice or claim of infringement received by RAICHEM and of the PATENT RIGHTS by a third party commencement 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 any available evidence thereof. * CONFIDENTIAL TREATMENT REQUESTED 7.2 During the term of this Agreement, LICENSEE shall have the rightall negotiations for such settlement, but shall not use commercial reasonableness and shall consult with RAICHEM with regard to the defense or settlement of any such suit or action. RAICHEM shall be obligated, obligated to prosecute 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 such infringements of the PATENT RIGHTS and, in furtherance of such right, M.I.T. hereby agrees that LICENSEE may join M.I.T. as a party plaintiff in any such suit, without expense to M.I.T. The total cost of any such infringement suit or action commenced or defended solely by LICENSEE shall be borne by LICENSEE, LICENSEE may, for such purposes, use the name of M.I.T. as party plaintiff; provided, however, that such right to bring an infringement action shall remain in effect only for so long as the license granted herein remains exclusive. No settlement, consent judgement or other voluntary final disposition of the suit may be entered into without the consent of M.I.T. which consent shall not unreasonably 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 withheld. LICENSEE shall indemnify M.I.T. against subject to any order for costs that may be made against M.I.T. in proceedings commenced and defended solely by LICENSEE. 7.3 In the event that LICENSEE shall undertake the enforcement and/or defense of the PATENT RIGHTS by litigation, LICENSEE may withhold up to * of the royalties otherwise thereafter due M.I.T. hereunder and apply the same toward reimbursement of up to * of LICENSEE's expenses, including reasonable attorneys' fees, in connection therewith. 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 M.I.T. for any royalties past due or withheld and applied pursuant to this Article VIIinjunction. The balance remaining from any 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 recovery attributable to damages for lost sales shall be divided according to the royalty percentages set forth in Section 4.1; any remaining balance shall be paid to LICENSEE. * CONFIDENTIAL TREATMENT REQUESTED 7.4 If within six (6) months after having been notified of any alleged infringement, LICENSEE shall have been unsuccessful in persuading the alleged infringer to desist and shall not have brought and shall not be diligently prosecuting an infringement actiona license, or if LICENSEE shall notify M.I.T. at any time prior thereto of its intention not pHoenix is subject to bring suit against any alleged infringera permanent injunction, then, and in those events only, M.I.T. then RAICHEM shall have the rightright to either terminate this Agreement by giving written notice of termination to pHoenix, but shall not be obligatedand return for full credit all inventory on hand, to prosecute at its own expense or negotiate with the infringed party for such a license. pHoenix's indemnification resulting from any infringement of the PATENT RIGHTS, and, on third party patent shall exclude RAICHEM's costs involved in furtherance of negotiation with any infringed party for such right, LICENSEE hereby agrees that M.I.T. 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 M.I.T. shall be borne by M.I.T.,license.

Infringement. 7.1 LICENSEE (a) Each Party shall inform M.I.T. promptly in writing give Notice to the other of any alleged infringement infringement, imitation or act by Third Parties inconsistent with the ownership of and rights to the Intellectual Property provided for in this Agreement or any act of unfair competition by Third Parties relating to any of the PATENT RIGHTS Intellectual Property (any of the foregoing shall be referred to as an “infringement”). If the infringement involves manufacture, use or sale by a third party and Third Party which is within the scope of any available evidence thereof. * CONFIDENTIAL TREATMENT REQUESTED 7.2 During the term of this AgreementValeant’s exclusive rights pursuant to Section 2.1 (hereinafter an “Exclusivity Infringement”), LICENSEE Valeant shall have the right, but shall not be obligated, first right and obligation to prosecute at proceed to restrain such infringement in its own expense name and/or in the name of any of its Affiliates, and if the infringement involves manufacture, use or sale by a Third Party which is outside the scope of Valeant’s exclusive rights pursuant to Section 2.1 (hereinafter an “Other Infringement”), Senetek shall have the first right and obligation to proceed to restrain such infringements infringement in its own name and/or in the name of any of its Affiliates. The Party having the PATENT RIGHTS andfirst right and obligation to proceed as above provided is hereinafter called the “Primary Party” and the other Party is hereinafter called the “Secondary Party”. (b) Promptly upon receiving knowledge or Notice of an infringement, the Primary Party shall promptly commence commercially reasonable action to restrain such infringement or otherwise enforce its rights, and the Secondary Party shall cooperate fully in furtherance of such rightaction, M.I.T. hereby agrees that LICENSEE may if so requested shall join M.I.T. as a party plaintiff in to any appropriate legal proceedings for such purpose, and shall have the right to participate in, but not control, any such suitproceedings through counsel of its choice and at its expense. If within thirty (30) days after the Primary Party becomes aware of such infringement it fails to commence commercially reasonable action as above described, without expense the Secondary Party shall have the right to M.I.T. The total cost institute such action, in its own name or in the name of the Primary Party or any of their respective Affiliates, as appropriate, and the Primary Party shall cooperate fully in such action and shall have the right to participate in but not control such proceeding, through counsel of its choice and at its expense, all as above described. (c) Any recovery by either Party as a result of any claim, demand, legal proceeding or other action contemplated by this Section 6.2 or any settlement thereof shall first be applied to reimburse each Party for the reasonable costs of the actions taken by such party pursuant to this Section 6.2 (or, if the recovery is less than the aggregate reasonable costs of the Parties, the same shall be distributed between the Parties in proportion to the reasonable costs borne by them). (d) To the extent that the infringement involved only an Exclusivity Infringement, then (i) if Valeant undertook such proceeding within the time prescribed by clause (b) above, any recovery in excess of the reasonable costs reimbursable to the Parties as above provided shall be retained by Valeant or (ii) if Valeant failed to undertake such action commenced and Senetek undertook the actions with respect thereto prescribed by clause (b) above, any recovery in excess of the reasonable costs reimbursable to the Parties as above provided shall be divided between the Parties ratably based on the relative loss suffered by the two Parties. (e) To the extent that the infringement involved only an Other Infringement, then (i) if Senetek undertook such proceeding within the time prescribed by clause (b) above, any recovery in excess of the reasonable costs reimbursable to the Parties as above provided shall be retained by Senetek or defended solely (ii) if Senetek failed to undertake such action and Valeant undertook the actions with respect thereto prescribed by LICENSEE clause (b) above, any recovery in excess of the reasonable costs reimbursable to the Parties as above provided shall be divided between the Parties ratably based on the relative loss suffered by the two Parties. (f) In the event the Parties agree that Valeant’s practicing the rights licensed to it by this Agreement in accordance with the terms hereof would infringe a Third Party patent, the Parties shall negotiate in good faith with respect to the reasonable royalty or other consideration that a Person in the exercise of Commercially Reasonable Efforts would pay for a non-exclusive license from such Third Party sufficient to permit Valeant to practice the rights licensed to it by this Agreement in accordance with the terms hereof. If the Parties are unable to reach agreement with respect thereto within thirty (30) days, the matter shall be referred to a panel of the World Intellectual Property Organization selected in accordance with the procedures of such organization, and such panel’s decision shall be final and binding on the parties. Once such amount has been agreed or determined by such panel, Valeant may, in its sole discretion, seek to obtain a license of the nature described above from the Third Party on such terms as it shall determine in its sole discretion. In the event Valeant obtains such a license, in addition to any other remedies which may be available to Valeant under this Agreement or otherwise, Senetek shall reimburse Valeant up to the amount of the royalty or other consideration agreed or determined by such panel, when and as Valeant is contractually obligated to pay royalty or other consideration to such Third Party, and any payments due from Valeant in connection with such license that are in excess of such amount shall be borne by LICENSEE, LICENSEE may, for such purposes, use the name of M.I.T. as party plaintiff; provided, however, that such right to bring an infringement action shall remain in effect only for so long as the license granted herein remains exclusive. No settlement, consent judgement or other voluntary final disposition of the suit may be entered into without the consent of M.I.T. which consent shall not unreasonably be withheld. LICENSEE shall indemnify M.I.T. against any order for costs that may be made against M.I.T. in proceedings commenced and defended solely by LICENSEEValeant. 7.3 In the event that LICENSEE shall undertake the enforcement and/or defense of the PATENT RIGHTS by litigation, LICENSEE may withhold up to * of the royalties otherwise thereafter due M.I.T. hereunder and apply the same toward reimbursement of up to * of LICENSEE's expenses, including reasonable attorneys' fees, in connection therewith. 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 M.I.T. for any royalties past due or withheld and applied pursuant to this Article VII. The balance remaining from any such recovery attributable to damages for lost sales shall be divided according to the royalty percentages set forth in Section 4.1; any remaining balance shall be paid to LICENSEE. * CONFIDENTIAL TREATMENT REQUESTED 7.4 If within six (6) months after having been notified of any alleged infringement, LICENSEE shall have been unsuccessful in persuading the alleged infringer to desist and shall not have brought and shall not be diligently prosecuting an infringement action, or if LICENSEE shall notify M.I.T. at any time prior thereto of its intention not to bring suit against any alleged infringer, then, and in those events only, M.I.T. shall have the right, but shall not be obligated, to prosecute at its own expense any infringement of the PATENT RIGHTS, and, in furtherance of such right, LICENSEE hereby agrees that M.I.T. 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 M.I.T. shall be borne by M.I.T.,

Infringement. 7.1 (a) In the event either PARTY becomes aware of any actual or threatened material infringement or use of the LICENSED TECHNOLOGY, that PARTY shall promptly notify the other PARTY and provide it with full details. The PARTIES shall meet to discuss the appropriate course of action and may collaborate on pursuing such course of action. Notwithstanding the foregoing, if the PARTIES fail to agree on a course of action, LICENSEE shall inform M.I.T. promptly in writing have primary responsibility for the prosecution, prevention or termination of any infringement of the LICENSED TECHNOLOGY, at its own expense. If LICENSEE determines that it is necessary for the UNIVERSITIES to join any suit, action or proceeding, the UNIVERSITIES shall execute all papers and perform such other acts as may be reasonably required in the circumstances, at the LICENSEE's expense. (b) In the event that any third party files an action claiming an alleged infringement of intellectual property rights, either against the PATENT RIGHTS by UNIVERSITIES or against LICENSEE as a third party and consequence of or derived from the performance of any available evidence thereof. * CONFIDENTIAL TREATMENT REQUESTED 7.2 During of the term of operations set out in this Agreement, LICENSEE shall have indemnify, defend and hold the rightUNIVERSITIES harmless. LICENSEE shall defend the case and shall bear all costs associated with it. (c) Upon receipt of any claim in respect of which an obligation to hold a PARTY harmless exists under this Article, the PARTY receiving the claim ("recipient") shall promptly inform the other. The recipient shall be entitled to appoint counsel to defend its own case, but shall make sure that the other PARTY is given access to all the documents related to the case and that it is also able to participate in defending the case. Either PARTY, as the case may be, shall provide the other with any reasonable assistance requested of it in connection with the defence of such action. LICENSEE further agrees that it shall at all times take any and all legal steps, and in particular file any and all appeals available, to contest any claim, interim decision, injunction, order, judgement, etc., especially in the event that such an act contests the safety, efficacy or quality of the product. LICENSEE shall not be obligated, entitled to prosecute at waive its own expense rights of appeal or settle any such infringements of claim without the PATENT RIGHTS and, in furtherance of such right, M.I.T. hereby agrees that UNIVERSITIES’s prior consent. (d) LICENSEE may join M.I.T. as a party plaintiff in any such suit, without expense to M.I.T. The total shall bear the cost of any such infringement action commenced proceeding or defended solely suit brought by the UNIVERSITIES as well as the expenses the UNIVERSITIES have incurred. Recoveries or reimbursements from litigation shall first be used to reimburse LICENSEE for all litigation costs. Any remaining recoveries or reimbursements shall be borne by LICENSEE, LICENSEE may, for such purposes, use the name of M.I.T. treated as party plaintiff; provided, however, that such right to bring an infringement action shall remain in effect only for so long as the license granted herein remains exclusive. No settlement, consent judgement or other voluntary final disposition of the suit may be entered into without the consent of M.I.T. which consent shall not unreasonably be withheld. LICENSEE shall indemnify M.I.T. against any order for costs that may be made against M.I.T. in proceedings commenced and defended solely by LICENSEENET SALES hereunder. 7.3 In the event that LICENSEE shall undertake the enforcement and/or defense of the PATENT RIGHTS by litigation, LICENSEE may withhold up to * of the royalties otherwise thereafter due M.I.T. hereunder and apply the same toward reimbursement of up to * of LICENSEE's expenses, including reasonable attorneys' fees, in connection therewith. 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 M.I.T. for any royalties past due or withheld and applied pursuant to this Article VII. The balance remaining from any such recovery attributable to damages for lost sales shall be divided according to the royalty percentages set forth in Section 4.1; any remaining balance shall be paid to LICENSEE. * CONFIDENTIAL TREATMENT REQUESTED 7.4 If within six (6) months after having been notified of any alleged infringement, LICENSEE shall have been unsuccessful in persuading the alleged infringer to desist and shall not have brought and shall not be diligently prosecuting an infringement action, or if LICENSEE shall notify M.I.T. at any time prior thereto of its intention not to bring suit against any alleged infringer, then, and in those events only, M.I.T. shall have the right, but shall not be obligated, to prosecute at its own expense any infringement of the PATENT RIGHTS, and, in furtherance of such right, LICENSEE hereby agrees that M.I.T. 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 M.I.T. shall be borne by M.I.T.,

Infringement. 7.1 LICENSEE shall inform M.I.T. promptly in writing of any alleged infringement 8.1 LICENSOR, as owner of the PATENT RIGHTS Patent Rights, pledges to control and be responsible for all activities related to enforcing the Patent Rights. LICENSEE as the exclusive user of the Patent Rights pursuant to the licensed zone of ASIA, granted by a third party and of any available evidence thereof. * CONFIDENTIAL TREATMENT REQUESTED 7.2 During the term of this Agreement, LICENSEE shall have assume primary responsibility for enforcing the rightPatent Rights within ASIA. In exercising these responsibilities, but the PARTIES shall not be obligatedpromptly contact alleged third party infringers within the scope of their respective obligations and take all reasonable steps to persuade such third parties to desist from infringing the Patent Rights, including initiating and prosecuting an infringement action if necessary, or defending a challenge to prosecute at its own expense any such infringements the validity of the PATENT RIGHTS and, in furtherance Patent Rights. Each PARTY also shall notify the other PARTY of such right, M.I.T. hereby agrees that LICENSEE may join M.I.T. as a party plaintiff in any such suit, without expense to M.I.T. The total cost each instance of alleged infringement and shall keep each PARTY informed of all stages of Patent Rights enforcement. All costs of any such infringement action commenced or defended solely to enforce the Patent Rights taken by LICENSEE a PARTY shall be borne by LICENSEE, LICENSEE may, for such purposes, use the name same and may keep any recovery of M.I.T. as party plaintiff; provided, however, that such right to bring an infringement action shall remain in effect only for so long as the license granted herein remains exclusivedamages derived therefrom. No settlement, consent judgement judgment or other voluntary final disposition of the suit may be entered into without the consent of M.I.T. LICENSOR, which consent shall not unreasonably be withheld. LICENSEE shall indemnify M.I.T. against any order for costs that may be made against M.I.T. in proceedings commenced and defended solely by LICENSEE. 7.3 8.2 In any infringement suit that either party may institute to enforce the Patent Rights against third PARTIES 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 extent possible, have its employees testify when requested and make available relevant records, papers, information, samples, specimens, and the like. 8.3 Each PARTY shall promptly notify the other in writing in the event that a third party shall bring a claim of infringement against LICENSOR or LICENSEE, either in the United States or in any foreign country in which there are Patent Rights. If the alleged infringement is so substantial as to threaten the competitive position of LICENSEE and/or LICENSEE is temporarily enjoined from exercise of its license hereunder, and if LICENSOR elects not to defend against such claim, then LICENSEE may in its own name and at its sole expense defend such claim and may compromise, settle or otherwise pursue such defense in such a manner and on such terms as LICENSEE shall undertake the enforcement and/or defense of the PATENT RIGHTS by litigationsee fit. LICENSOR, LICENSEE may withhold up to * of the royalties otherwise thereafter due M.I.T. hereunder and apply the same toward reimbursement of up to * of LICENSEE's expenses, including reasonable attorneys' fees, in connection therewith. 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 M.I.T. for any royalties past due or withheld and applied pursuant to this Article VII. The balance remaining from any such recovery attributable to damages for lost sales shall be divided according to the royalty percentages set forth in Section 4.1; any remaining balance shall be paid to LICENSEE. * CONFIDENTIAL TREATMENT REQUESTED 7.4 If within six (6) months after having been notified of any alleged infringement, LICENSEE shall have been unsuccessful in persuading the alleged infringer to desist and shall not have brought and shall not be diligently prosecuting an infringement action, or if LICENSEE shall notify M.I.T. at any time prior thereto of its intention not to bring suit against any alleged infringer, then, and in those events only, M.I.T. shall have the right, but shall not be obligated, to prosecute at its own expense and through counsel of its selection may become a party to such defense and/or settlement and compromise. In any infringement of event, LICENSOR shall have the PATENT RIGHTSright to defend, at its own expense, any such third party claim or action, and, except for the licensed zone of ASIA, to settle or compromise the same in furtherance such manner as its shall see fit. LICENSEE may participate in such litigation or claim on its behalf at its own expense. LICENSEE shall have the right to determine the terms of any settlement, compromise or final determination of claim or suit, which, in any way, involves the licensed zone of ASIA, No terms of such rightsettlement, LICENSEE hereby agrees that M.I.T. may include LICENSEE as compromise or final determination of a party plaintiff in claim or suit involving the licensed zone of ASIA shall conflict with any such suit, material provisions of this Agreement without expense to LICENSEE. The total cost the express written consent of any such infringement action commenced or defended solely by M.I.T. shall be borne by M.I.T.,LICENSOR.

Infringement. 7.1 LICENSEE Each party shall inform M.I.T. the other promptly in writing of any alleged infringement of the PATENT RIGHTS by a third party and of any available evidence thereofparty, including all details then available. * CONFIDENTIAL TREATMENT REQUESTED 7.2 During So long as the term of this AgreementLicense is exclusive, LICENSEE COMPANY shall have the right, but shall not be obligated, right to prosecute in its own name and at its own expense any infringement of any patent within PATENT RIGHTS. 7.2 If COMPANY elects to commence an action as described above, COMPANY shall bear all expenses related to such infringements action and GENERAL shall cooperate fully with COMPANY in connection with any such action. COMPANY, at its option and expense, may join GENERAL as a plaintiff. 7.3 COMPANY will consult with GENERAL with respect to any settlement, consent judgment or other voluntary final disposition of any suit, but shall have the final authority with respect thereto, unless such action will result in the invalidation of the PATENT RIGHTS andRIGHTS, in furtherance which event the prior written consent of GENERAL will be required, which GENERAL agrees will not be unreasonably withheld. 7.4 Recoveries or reimbursements from infringement actions commenced by COMPANY pursuant to this Article VII shall be distributed as follows: (a) COMPANY and GENERAL shall be reimbursed litigation expenses, including but not limited to reasonable attorneys’ fees; (b) GENERAL shall be reimbursed for any payments past due; and (c) any remaining recoveries or reimbursements shall belong to COMPANY, unless the Note has been paid in cash, (in which event 75% thereof shall belong to COMPANY and 25% shall belong to GENERAL. 7.5 If COMPANY has not taken legal action or been successful in obtaining cessation of the infringement within one hundred and twenty (120) days of written notification from GENERAL, GENERAL may prosecute such rightan infringement at its own expense. In such event, M.I.T. hereby agrees that LICENSEE may join M.I.T. GENERAL shall control the action and shall distribute any recoveries or reimbursements as a party plaintiff in follows: (a) COMPANY and GENERAL shall be reimbursed litigation expenses, including but not limited to reasonable attorneys’ fees; and (b) any such suit, without expense remaining recoveries or reimbursements shall belong to M.I.T. The total cost GENERAL. With respect to the settlement of any such infringement action commenced or defended solely prosecuted by LICENSEE shall be borne by LICENSEEGENERAL, LICENSEE may, for such purposes, use the name of M.I.T. as party plaintiff; provided, however, that such right GENERAL will not agree to bring an infringement action shall remain in effect only for so long as the license granted herein remains exclusive. No any settlement, consent judgement judgment or other voluntary final disposition of the suit may be entered into without the prior written consent of M.I.T. which consent shall not unreasonably be withheld. LICENSEE shall indemnify M.I.T. against any order for costs that may be made against M.I.T. in proceedings commenced and defended solely by LICENSEECOMPANY. 7.3 In 7.6 If a declaratory judgment alleging invalidity or non-infringement of any of the event patents in PATENT RIGHTS is brought against COMPANY or GENERAL, COMPANY shall have the right to control such action by written notice to GENERAL given within sixty (60) days of notice of the suit. If COMPANY does not give such notice within sixty (60) days after such notice of commencement of that LICENSEE shall undertake action, GENERAL may elect to take over the enforcement and/or sole defense of the PATENT RIGHTS by litigationaction at its sole expense. 7.7 In any infringement suit that either party brings to enforce the Patent Rights, LICENSEE may withhold up to * the other party shall, at the request and expense of the royalties otherwise thereafter due M.I.T. hereunder and apply the same toward reimbursement of up to * of LICENSEE's expenses, including reasonable attorneys' fees, in connection therewith. 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 party bringing the suit, and next toward reimbursement of M.I.T. for any royalties past due or withheld and applied pursuant to this Article VII. The balance remaining from any such recovery attributable to damages for lost sales shall be divided according cooperate in all reasonable respects, including, to the royalty percentages set forth in Section 4.1; any remaining balance shall be paid to LICENSEE. * CONFIDENTIAL TREATMENT REQUESTED 7.4 If within six (6) months after having been notified of any alleged infringementextent possible, LICENSEE shall have been unsuccessful in persuading obtaining the alleged infringer to desist and shall not have brought and shall not be diligently prosecuting an infringement action, or if LICENSEE shall notify M.I.T. at any time prior thereto testimony of its intention not to bring suit against any alleged infringer, then, employees and making available physical evidence in those events only, M.I.T. shall have the right, but shall not be obligated, to prosecute at its own expense any infringement possession of the PATENT RIGHTS, and, in furtherance of such right, LICENSEE hereby agrees that M.I.T. 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 M.I.T. shall be borne by M.I.T.,party.

Infringement. 7.1 LICENSEE shall inform M.I.T. promptly in writing of any alleged infringement of the PATENT RIGHTS by a third party and of any available evidence thereof. * CONFIDENTIAL TREATMENT REQUESTED 7.2 During the term of this Agreement, LICENSEE Company shall have the first right, but shall not be obligatedthe obligation, to prosecute enforce any patent within PATENT RIGHTS and in the LICENSED FIELD against any infringement or alleged infringement thereof, and shall at all times keep JHU informed as to the status thereof. Before Company commences an action with respect to any infringement of such patents, Company shall give careful consideration to the views of JHU and to potential effects on the public interest in making its decision whether or not to ▇▇▇. Thereafter, Company may, at its own expense expense, institute suit against any such infringements of infringer or alleged infringer and control and defend such suit in a [***] = CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY BRACKETS, HAS BEEN OMITTED BECAUSE THE INFORMATION (I) IS NOT MATERIAL AND (II) WOULD BE COMPETITIVELY HARMFUL IF PUBLICLY DISCLOSED. manner consistent with the PATENT RIGHTS andterms and provisions hereof and recover any damages, in furtherance of such rightawards or settlements resulting therefrom, M.I.T. hereby agrees that LICENSEE may join M.I.T. as a party plaintiff in any such suitsubject to Paragraph 4.5. However, without expense to M.I.T. The total cost of any such infringement action commenced or defended solely by LICENSEE shall be borne by LICENSEE, LICENSEE may, for such purposes, use the name of M.I.T. as party plaintiff; provided, however, that such right to bring an infringement action shall remain in effect only for so long as the license granted herein remains exclusive. No no settlement, consent judgement judgment or other voluntary final disposition of the suit that limits the scope of any PATENT RIGHTS in any material respect or which places an affirmative obligation on JHU may be entered into without the prior written consent of M.I.T. JHU, which consent shall not be unreasonably be withheldwithheld or delayed. LICENSEE shall indemnify M.I.T. against any order This right to ▇▇▇ for costs that may be made against M.I.T. in proceedings commenced and defended solely by LICENSEE. 7.3 In the event that LICENSEE shall undertake the enforcement and/or defense of the PATENT RIGHTS by litigation, LICENSEE may withhold up to * of the royalties otherwise thereafter due M.I.T. hereunder and apply the same toward reimbursement of up to * of LICENSEE's expenses, including reasonable attorneys' fees, in connection therewith. 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 M.I.T. for any royalties past due or withheld and applied pursuant to this Article VII. The balance remaining from any such recovery attributable to damages for lost sales shall be divided according to the royalty percentages set forth in Section 4.1; any remaining balance shall be paid to LICENSEE. * CONFIDENTIAL TREATMENT REQUESTED 7.4 If within six (6) months after having been notified of any alleged infringement, LICENSEE shall have been unsuccessful in persuading the alleged infringer to desist and shall not have brought and infringement shall not be diligently prosecuting used in an infringement arbitrary or capricious manner. JHU shall reasonably cooperate in any such litigation at Company’s expense, including joining such litigation if JHU is a necessary party to the litigation, without whose joinder, Company may not pursue such action, or if LICENSEE shall notify M.I.T. at any time prior thereto of its intention . If Company elects not to bring suit against enforce any alleged infringer, then, and in those events only, M.I.T. shall have the right, but shall not be obligated, to prosecute at its own expense any infringement of patent within the PATENT RIGHTS, andCompany shall so notify JHU in writing within [***] of receiving notice that an infringement exists, and JHU may, at its own expense, take steps to enforce any patent and control, settle, and defend such suit in furtherance of such righta manner consistent with the terms and provisions hereof, LICENSEE hereby agrees that M.I.T. may include LICENSEE as a party plaintiff in and recover, for its own account, any such suitdamages, without expense to LICENSEE. The total cost of any such infringement action commenced awards or defended solely by M.I.T. shall be borne by M.I.T.,settlements resulting therefrom.

Infringement. 7.1 LICENSEE shall 9.1. Each Party will promptly inform M.I.T. promptly the other in writing of any alleged infringement of the PATENT RIGHTS by a third party of any of the patents within the Patent Rights, and of provide such other party with any available evidence thereofof infringement. * CONFIDENTIAL TREATMENT REQUESTEDCortex will not settle or compromise any claim or action, including without limitation any declaratory judgment action alleging invalidity or non-infringement of any of the Patent Rights, in a manner that imposes any restrictions, limitations, responsibilities or obligations on the University without the University’s express written consent. 7.2 9.2. During the term of this Agreement, LICENSEE shall and following the term to the extent claims relate to activities during the term, Cortex will have the right, but shall not be obligated, right to prosecute at its own expense any such infringements of the PATENT RIGHTS Patent Rights and, in furtherance of such right, M.I.T. hereby agrees that LICENSEE prosecution; Cortex may join M.I.T. the University as a party plaintiff in any such suit, without expense to M.I.T. the University. Cortex will have the right to defend at its own expense any declaratory judgment action alleging invalidity or non-infringement of any of the Patent Rights, and, in furtherance thereof, Cortex may join the University as a party in any such suit, without expense to the University. The total cost of any such infringement action commenced or defended solely by LICENSEE shall Cortex will be borne by LICENSEE, LICENSEE may, for such purposes, use the name of M.I.T. as party plaintiff; provided, however, that such right to bring an infringement action shall remain in effect only for so long as the license granted herein remains exclusive. No settlement, consent judgement or other voluntary final disposition of the suit may be entered into without the consent of M.I.T. which consent shall not unreasonably be withheld. LICENSEE shall indemnify M.I.T. against any order for costs that may be made against M.I.T. in proceedings commenced and defended solely by LICENSEE. 7.3 In the event that LICENSEE shall undertake the enforcement and/or defense of the PATENT RIGHTS by litigation, LICENSEE may withhold up to * of the royalties otherwise thereafter due M.I.T. hereunder and apply the same toward reimbursement of up to * of LICENSEE's expenses, including reasonable attorneys' fees, in connection therewithCortex. Any recovery of damages by LICENSEE for any Cortex as a result of such suit action shall be applied first in satisfaction of any unreimbursed reasonable un-reimbursed expenses and legal attorneys’ fees of LICENSEE Cortex relating to the suitaction, and next toward reimbursement second in satisfaction of M.I.T. for any royalties past due or withheld reasonable un-reimbursed legal expenses and applied pursuant attorneys’ fees of the University, if any, relating to this Article VIIthe action. The balance remaining from any such recovery shall be distributed to Cortex, provided that Cortex will pay to the University such royalties as would otherwise be applicable under Article 3 hereof for that portion of Cortex’s recovery attributable to damages for lost sales shall be divided according to the royalty percentages set forth in Section 4.1; any remaining balance shall be paid to LICENSEEsales, payments or revenues. 9.3. * CONFIDENTIAL TREATMENT REQUESTED 7.4 If If, within six One Hundred Eighty (6180) months days after having been notified of any alleged infringement, LICENSEE shall have Cortex has been unsuccessful in persuading the alleged infringer to desist desist, and shall has not have brought and shall brought, or otherwise is not be diligently prosecuting prosecuting, an infringement action, or if LICENSEE shall notify M.I.T. Cortex notifies the University at any time prior thereto of its intention not to bring suit against any alleged infringerinfringer that has not been licensed by Cortex under the Patent Rights, then, and in those events only, M.I.T. shall the University will have the right, but shall not be obligatedthe obligation, to prosecute at its own expense any infringement of the PATENT RIGHTSPatent Rights, andand the University may, for such purposes, use the name of Cortex as party plaintiff. Settlement, consent judgment or other voluntary final disposition of the suit may be entered into by the University without the consent of Cortex, provided however that the University will not settle or compromise any claim or action, including without limitation any declaratory judgment action alleging invalidity or non-infringement of any of the Patent Rights, in furtherance of such righta manner that imposes any restrictions, LICENSEE hereby agrees that M.I.T. may include LICENSEE as a party plaintiff in any such suitlimitations, responsibilities or obligations on Cortex without expense to LICENSEECortex’s express written consent. The total cost of any such infringement action commenced or defended solely by M.I.T. shall the University will be borne by M.I.T.,the University, and the University will keep any recovery or damages, for past infringement or otherwise, derived therefrom. 9.4. In the event an action for infringement or any declaratory judgment action alleging invalidity or non-infringement of any of the Patent Rights, is brought against Cortex arising from the practice of the Patent Rights, Cortex will have the right to defend such action and will be solely responsible for all attorneys fees, costs of defense, and liability arising out of that action. Cortex will indemnify and hold harmless the University, its trustees, officers, directors, employees, agents, students and affiliates from and against any and all such claims, losses, damages or liabilities. 9.5. In the event that a declaratory judgment action alleging invalidity or non-infringement of any of the Patent Rights will be brought against Cortex , and Cortex declines to defend the same or otherwise is not diligently defending such action, then, and in those events only, the University, at its option, will have the right to intervene and take over the sole defense of the action at its own expense (and without expense to Cortex), and whereupon the University will keep any recovery and damages derived therefrom or from any counterclaims asserted therein. 9.6. In any infringement suit brought or Declaratory Judgment Action defended by either Party to protect any of the Patent Rights pursuant to this Agreement, the other Party will, at the request and expense of the Party controlling such suit and at such Party’s expense, 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.

Infringement. 7.1 LICENSEE (a) Each Party shall inform M.I.T. notify the other Party promptly in writing of any alleged infringement actual or threatened infringement, limitation or unauthorized use of the PATENT RIGHTS any Technology by a third party and Third Party of any available evidence thereof. * CONFIDENTIAL TREATMENT REQUESTEDwhich such Party becomes aware. 7.2 During the term of this Agreement, LICENSEE (b) Licensee shall have the right, but shall not be obligated, to prosecute at its own expense to bring any such infringements of the PATENT RIGHTS andclaim, in furtherance of such right, M.I.T. hereby agrees that LICENSEE may join M.I.T. as a party plaintiff in any such suit, without expense to M.I.T. The total cost action or proceeding on account of any such infringement infringements, limitations or unauthorized use of the Technology. UTIF agrees that it shall cooperate with Licensee as Licensee may reasonably request in connection with any such claim, action commenced or defended solely proceeding. Licensee agrees to reimburse UTIF for its reasonable expenses incurred in complying with any such request of Licensee. Any proceeds received by LICENSEE Licensee from such claim, action or proceedings shall be borne by LICENSEE, LICENSEE may, for such purposes, use the name of M.I.T. as party plaintiff; provided, however, that such right first applied to offset Licensee’s litigation expenses. Any remaining proceeds shall then be distributed according to Section 3.1(a) herein. (c) If Licensee does not undertake to bring an infringement any such claim, action or proceeding on account of any such infringements, limitations or unauthorized use within thirty (30) days following the receipt of notice of such infringement, limitation or unauthorized use, Licensee shall remain in effect only for so long as notify UTIF and, at the license granted herein remains exclusiveexpiry of such thirty (30) day period if the Licensee has not brought such claim, action or proceeding, UTIF may prosecute the same, at its expense. No settlementLicensee agrees that if UTIF brings such a claim, consent judgement action or other voluntary final disposition of proceeding, Licensee shall cooperate with UTIF, at UTIF’s expense, and UTIF shall be entitled to keep all the suit may be entered into without the consent of M.I.T. which consent shall not unreasonably be withheld. LICENSEE shall indemnify M.I.T. against any order for costs that may be made against M.I.T. in proceedings commenced and defended solely by LICENSEEproceeds obtained from such claim, action or proceeding. 7.3 In the event that LICENSEE shall undertake the enforcement and/or defense of the PATENT RIGHTS by litigation, LICENSEE may withhold up to * of the royalties otherwise thereafter due M.I.T. hereunder and apply the same toward reimbursement of up to * of LICENSEE's expenses, including reasonable attorneys' fees, in connection therewith. 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 M.I.T. for any royalties past due or withheld and applied pursuant to this Article VII. The balance remaining from any such recovery attributable to damages for lost sales shall be divided according to the royalty percentages set forth in Section 4.1; any remaining balance shall be paid to LICENSEE. * CONFIDENTIAL TREATMENT REQUESTED 7.4 If within six (6d) months after having been notified of any alleged infringement, LICENSEE shall have been unsuccessful in persuading the alleged infringer to desist and shall not have brought and shall not be diligently prosecuting an infringement action, or if LICENSEE shall notify M.I.T. at any time prior thereto of its intention not to bring suit against any alleged infringer, then, and in those events only, M.I.T. Licensee shall have the right, but shall not be obligatedat its expense, to prosecute defend and settle for other than money damages any claim, action or proceeding that may be commenced against Licensee or UTIF alleging that any Licensed Product infringes any rights of others. UTIF may, at its own expense any infringement of the PATENT RIGHTSoption, andparticipate in such claims, in furtherance of such right, LICENSEE hereby agrees that M.I.T. may include LICENSEE actions and proceedings through counselor as a party plaintiff party. Any settlement shall require the consent of UTIF. If Licensee does not defend or settle such claim, action or proceeding, it shall notify UTIF of its election within thirty (30) days (or such shorter time period as may be required in order that UTIF may have reasonably sufficient time to comply with any statutory obligations for instituting such suitdefence) following the receipt of notice of same, without expense to LICENSEE. The total cost of any such infringement action commenced or defended solely by M.I.T. shall be borne by M.I.T.,and UTIF may defend same, at its expense.

Infringement. 7.1 LICENSEE Each party shall inform M.I.T. promptly notify the other party in writing of any alleged infringement or potential infringement of the PATENT RIGHTS by a Facility Name and/or Facility Trademarks that comes to its attention and each party agrees to cooperate with the other in taking steps to terminate such infringement. Whenever any infringement activity is taking place at the Facility, Sears Point may initiate any reasonable proceedings or legal action designed to prevent the continuation of an illegal enterprise at its Facility provided Infineon is promptly notified of such proceedings, and Infineon shall cooperate therewith. Before Sears Point initiates any legal action against any third party for infringing upon the Facility Name or any of the Facility Trademarks it shall obtain Infineon's written permission which shall not unreasonably withheld or delayed; provided that in emergencies in which Sears Point in good faith believes the name or reputation of the Facility or its products is immediately and of materially threatened, Sears Point may seek temporary or preliminary injunctive or equitable relief without first receiving permission from Infineon .. If Infineon approves any available evidence thereof. * CONFIDENTIAL TREATMENT REQUESTED 7.2 During the term of this Agreementsuch legal action, LICENSEE Infineon shall have the rightright to initiate and control such legal action, but shall not be obligated, to prosecute at its own expense any such infringements taking into account the legitimate concerns of the PATENT RIGHTS and, in furtherance of such right, M.I.T. Sears Point. Infineon hereby agrees that LICENSEE may join M.I.T. as a party plaintiff in any such suit, without expense to M.I.T. The total cost of any such infringement action commenced or defended solely by LICENSEE it shall be borne by LICENSEE, LICENSEE may, solely responsible for such purposes, use the name of M.I.T. as party plaintiff; provided, however, that such right to bring an any infringement action shall remain in effect only for so long as the license granted herein remains exclusive. No settlement, consent judgement or other voluntary final disposition claims asserted against Sears Point arising out of the suit may be entered into without use by Sears Point (or any sublicensee) of the consent of M.I.T. which consent Facility Name or the Facility Trademarks consistent with the uses authorized by this Agreement during the Term, and shall not unreasonably be withheld. LICENSEE shall indemnify M.I.T. hold Sears Point and its sublicensees harmless and defend them (with counsel reasonably approved by Sears Point) against any order for claims, costs that may be made against M.I.T. in proceedings commenced and defended solely by LICENSEE. 7.3 In the event that LICENSEE shall undertake the enforcement and/or defense of the PATENT RIGHTS by litigation(including, LICENSEE may withhold up to * of the royalties otherwise thereafter due M.I.T. hereunder and apply the same toward reimbursement of up to * of LICENSEEe.g. attorney's expenses, including reasonable attorneys' fees, in connection therewith. Any recovery of damages by LICENSEE for any such suit shall be applied first in satisfaction of any unreimbursed expenses expert witness and legal fees of LICENSEE relating to the suit, and next toward reimbursement of M.I.T. for any royalties past due or withheld and applied pursuant to this Article VII. The balance remaining from any such recovery attributable to damages for lost sales shall be divided according to the royalty percentages set forth in Section 4.1; any remaining balance shall be paid to LICENSEE. * CONFIDENTIAL TREATMENT REQUESTED 7.4 If within six (6) months after having been notified of any alleged infringement, LICENSEE shall have been unsuccessful in persuading the alleged infringer to desist and shall not have brought and shall not be diligently prosecuting an infringement actioncourt costs), or if LICENSEE shall notify M.I.T. at any time prior thereto of its intention not to bring suit against any alleged infringer, then, and in those events only, M.I.T. shall have the right, but shall not be obligated, to prosecute at its own expense any infringement of the PATENT RIGHTS, and, in furtherance of liability arising from such right, LICENSEE hereby agrees that M.I.T. 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 M.I.T. shall be borne by M.I.T.,claims.

Infringement. 7.1 LICENSEE 10.1 LUCID shall inform M.I.T. provide written notice to the COMPANY promptly in writing after becoming aware of any alleged infringement of the PATENT RIGHTS by a third party and of any available evidence thereof. * CONFIDENTIAL TREATMENT REQUESTEDLicensed Rights. 7.2 During the term of this Agreement, LICENSEE 10.2 LUCID shall have full responsibility, in consultation with the right, but shall not be obligatedCOMPANY and at LUCID’s own expense, to prosecute at any third party infringement of the Licensed Rights outside the TERRITORY, and LUCID agrees to act promptly and diligently to protect its own expense rights — and the COMPANY’ s rights under this Agreement — from such infringement. Prior to commencing any such infringements action, and in conducting such action, LUCID shall consult with the COMPANY and shall consider in good faith the views of the PATENT RIGHTS and, in furtherance COMPANY regarding the advisability and conduct of such right, M.I.T. hereby agrees that LICENSEE may join M.I.T. as a party plaintiff in the proposed action. LUCID shall not enter into any such suit, without expense to M.I.T. The total cost of any such infringement action commenced or defended solely by LICENSEE shall be borne by LICENSEE, LICENSEE may, for such purposes, use the name of M.I.T. as party plaintiff; provided, however, that such right to bring an infringement action shall remain in effect only for so long as the license granted herein remains exclusive. No settlement, consent judgement judgment, or other voluntary final disposition of any infringement action under this Section that has any direct or indirect effect on the suit may be entered into rights of the COMPANY hereunder without the prior written consent of M.I.T. which the COMPANY, such consent shall not to be unreasonably be withheld. LICENSEE shall indemnify M.I.T. against any order for costs that may be made against M.I.T. in proceedings commenced and defended solely by LICENSEE. 7.3 In the event that LICENSEE 10.3 The COMPANY shall undertake the enforcement and/or defense of the PATENT RIGHTS by litigation, LICENSEE may withhold up to * of the royalties otherwise thereafter due M.I.T. hereunder and apply the same toward reimbursement of up to * of LICENSEE's expenses, including reasonable attorneys' feeshave full responsibility, in connection therewith. Any recovery of damages by LICENSEE for any such suit shall be applied first in satisfaction of any unreimbursed expenses consultation with LUCID and legal fees of LICENSEE relating to at the suit, and next toward reimbursement of M.I.T. for any royalties past due or withheld and applied pursuant to this Article VII. The balance remaining from any such recovery attributable to damages for lost sales shall be divided according to the royalty percentages set forth in Section 4.1; any remaining balance shall be paid to LICENSEE. * CONFIDENTIAL TREATMENT REQUESTED 7.4 If within six (6) months after having been notified of any alleged infringement, LICENSEE shall have been unsuccessful in persuading the alleged infringer to desist and shall not have brought and shall not be diligently prosecuting an infringement action, or if LICENSEE shall notify M.I.T. at any time prior thereto of its intention not to bring suit against any alleged infringer, then, and in those events only, M.I.T. shall have the right, but shall not be obligatedCOMPANY’s own expense, to prosecute at its own expense any third party infringement of the PATENT RIGHTSLicensed Rights in the TERRITORY. If required by law, andLUCID shall permit any action under this Section to be brought in its name, in furtherance of such right, LICENSEE hereby agrees that M.I.T. may include LICENSEE including being joined as a party-plaintiff, provided that prior to commencing any such action, the COMPANY shall consult with LUCID and shall consider in good faith the views of LUCID regarding the advisability of the proposed action. The COMPANY shall not enter into any settlement, consent judgment, or other voluntary final disposition of any infringement action under this Section without the prior written consent of LUCID, such consent not to be unreasonably withheld. 10.4 Each party plaintiff agrees to cooperate in any action under this Section which is controlled by the other party, provided that the controlling party reimburses the cooperating party promptly for any costs and expenses incurred by the cooperating party in connection with providing such suit, without expense to LICENSEE. The total cost of any such infringement action commenced or defended solely by M.I.T. shall be borne by M.I.T.,assistance.

Infringement. 7.1 LICENSEE Company shall inform M.I.T. promptly in writing of have the first right, but not the obligation, to enforce any alleged infringement of patent within the PATENT RIGHTS by a third party against any infringement or alleged infringement thereof in the LICENSED FIELD, and of any available evidence shall at all times keep SDRMI informed as to the status thereof. * CONFIDENTIAL TREATMENT REQUESTED 7.2 During Before Company commences an action with respect to any infringement of such patents, Company shall give careful consideration to the term views of this AgreementSDRMI and to potential effects on the public interest in making its decision whether or not to ▇▇▇. Thereafter, LICENSEE shall have the rightCompany may, but shall not be obligated, to prosecute at its own expense expense, institute suit against any such infringements of infringer or alleged infringer and control and defend such suit in a manner consistent with the PATENT RIGHTS andterms and provisions hereof and recover any damages, in furtherance of such rightawards or settlements resulting therefrom, M.I.T. hereby agrees that LICENSEE may join M.I.T. as a party plaintiff in any such suitsubject to Paragraph 4.5. However, without expense to M.I.T. The total cost of any such infringement action commenced or defended solely by LICENSEE shall be borne by LICENSEE, LICENSEE may, for such purposes, use the name of M.I.T. as party plaintiff; provided, however, that such right to bring an infringement action shall remain in effect only for so long as the license granted herein remains exclusive. No no settlement, consent judgement judgment or other voluntary final disposition of the suit may be entered into without the prior written consent of M.I.T. SDRMI, which consent shall not be unreasonably withheld unless such settlement amounts to a permitted sublicense hereunder. This right to ▇▇▇ for infringement shall not be withheldused in an arbitrary or capricious manner. LICENSEE SDRMI shall indemnify M.I.T. against reasonably cooperate in any order such litigation (including, without limitation, joining such action as a party plaintiff if necessary or desirable for costs that may be made against M.I.T. in proceedings commenced and defended solely by LICENSEE. 7.3 In the event that LICENSEE shall undertake the enforcement and/or defense initiation or continuation of such action) at Company expense for SDRMI out-of-pocket expenses. If Company elects not to enforce any patent within the PATENT RIGHTS by litigationRIGHTS, LICENSEE may withhold up to * of the royalties otherwise thereafter due M.I.T. hereunder and apply the same toward reimbursement of up to * of LICENSEE's expenses, including reasonable attorneys' fees, then it shall so notify SDRMI in connection therewith. 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 M.I.T. for any royalties past due or withheld and applied pursuant to this Article VII. The balance remaining from any such recovery attributable to damages for lost sales shall be divided according to the royalty percentages set forth in Section 4.1; any remaining balance shall be paid to LICENSEE. * CONFIDENTIAL TREATMENT REQUESTED 7.4 If writing within six (6) months after having been notified of any alleged infringement, LICENSEE shall have been unsuccessful in persuading the alleged infringer to desist and shall not have brought and shall not be diligently prosecuting receiving notice that an infringement action, or if LICENSEE shall notify M.I.T. at any time prior thereto of its intention not to bring suit against any alleged infringer, thenexists, and if such infringement is commercially material, SDRMI may, in those events only, M.I.T. shall have the right, but shall not be obligated, to prosecute its sole judgment and at its own expense expense, take steps to enforce any infringement of patent and control, settle, and defend such suit in a manner consistent with the PATENT RIGHTSterms and provisions hereof. In such event, and, Company shall cooperate fully with SDRMI in furtherance of such right, LICENSEE hereby agrees that M.I.T. may include LICENSEE as a party plaintiff in connection with any such suit, without expense to LICENSEE. The total cost of any such infringement action commenced or defended solely by M.I.T. shall be borne by M.I.T.,action.

Infringement. 7.1 LICENSEE The parties shall inform M.I.T. promptly each other promptly, in writing writing, of any alleged infringement of the PATENT RIGHTS Patent Rights by a third party party, and of any available evidence thereof. * CONFIDENTIAL TREATMENT REQUESTED. 7.2 During the term of this Agreement, LICENSEE shall have the right, subject only to approval not unreasonably withheld of RESEARCH FOUNDATION, but shall not be obligated, to prosecute at its own expense any such infringements of the PATENT RIGHTS Patent Rights and, in furtherance of such right, M.I.T. RESEARCH FOUNDATION hereby agrees that LICENSEE may join M.I.T. RESEARCH FOUNDATION as a party plaintiff in any such suit, without expense to M.I.T. RESEARCH FOUNDATION. The total cost of any such infringement action except as provided in paragraph 7.4 hereof, commenced or defended solely by LICENSEE shall be borne by LICENSEE, LICENSEE may, for such purposes, use the name of M.I.T. as party plaintiff; provided, however, that such right to bring an infringement action shall remain in effect only for so long as the license granted herein remains exclusive. No settlement, consent judgement or other voluntary final disposition of the suit may be entered into without the consent of M.I.T. which consent shall not unreasonably be withheld. and LICENSEE shall indemnify M.I.T. against keep any order recovery or damages for costs that may be made against M.I.T. in proceedings commenced and defended solely by LICENSEEpast infringement derived therefrom. 7.3 In the event that LICENSEE shall undertake the enforcement and/or defense of the PATENT RIGHTS by litigation, LICENSEE may withhold up to * of the royalties otherwise thereafter due M.I.T. hereunder and apply the same toward reimbursement of up to * of LICENSEE's expenses, including reasonable attorneys' fees, in connection therewith. 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 M.I.T. for any royalties past due or withheld and applied pursuant to this Article VII. The balance remaining from any such recovery attributable to damages for lost sales shall be divided according to the royalty percentages set forth in Section 4.1; any remaining balance shall be paid to LICENSEE. * CONFIDENTIAL TREATMENT REQUESTED 7.4 If within six (6) months after having been notified of any alleged infringement, LICENSEE shall have been unsuccessful in persuading the alleged infringer to desist and shall not have brought and shall not be diligently prosecuting an infringement action, or if LICENSEE shall notify M.I.T. RESEARCH FOUNDATION at any time prior thereto of its intention not to bring suit against any alleged infringer, then, and in those events only, M.I.T. RESEARCH FOUNDATION shall have the right, but shall not be obligated, to prosecute at its own expense any infringement of the PATENT RIGHTSPatent Rights, andand RESEARCH FOUNDATION may, for such purposes, use the name of LICENSEE as party plaintiff. No settlement, consent judgment or other voluntary final disposition of the suit may be entered into without the consent of the other party, which consent shall not unreasonably be withheld. 7.4 In the event that LICENSEE shall undertake the enforcement and/or defense of the Patent Rights by litigation, LICENSEE may withhold up to [***] percent ([***]%) of the royalties otherwise thereafter due RESEARCH FOUNDATION hereunder and apply the same toward reimbursement of up to fifty percent (50%) of its expenses, including reasonable attorneys’ fees, in furtherance connection therewith. Any recovery by LICENSEE of such right, LICENSEE hereby agrees that M.I.T. may include LICENSEE as a party plaintiff damages for past infringement in any such suit shall be applied first in satisfaction of any unreimbursed expenses and legal fees of LICENSEE relating to the suit, without expense and next toward reimbursement of RESEARCH FOUNDATION for any royalties past due or withheld and applied pursuant to LICENSEEthis Article VII. The total cost LICENSEE shall keep the balance remaining from any such recovery. 7.5 In the event that a declaratory judgment action alleging invalidity or noninfringement of any such infringement action commenced or defended solely by M.I.T. of the Patent Rights shall be borne by M.I.T.,brought against RESEARCH FOUNDATION, LICENSEE at its option, shall have the right, within thirty (30) days after commencement of such action, to intervene and take over the sole defense of the action at its own expense except as provided in paragraph 7.4. 7.6 In any infringement suit as either party may institute to enforce the Patent Rights pursuant to this Agreement, the other party hereto shall, at the request and expense 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. 7.7 RESEARCH FOUNDATION warrants and represents that it has the lawful right to grant the license provided in this agreement and that it has not granted rights or licenses In derogation of this Agreement. RESEARCH FOUNDATION agrees that during the term of this Agreement, or any license granted hereunder, RESEARCH FOUNDATION shall not enter into any other agreements that conflict with the rights or obligations provided hereunder, including any rights and obligations provided hereunder, including any rights and obligations that survive termination of this Agreement.

Infringement. 7.1 LICENSEE shall inform M.I.T. promptly in writing 16.1 If either party learns of a claim of infringement of any alleged infringement of the PATENT RIGHTS by a third party and of any available evidence thereof. * CONFIDENTIAL TREATMENT REQUESTED 7.2 During the term of Licensor’s Patent Rights licensed under this Agreement, LICENSEE that party shall have give written notice of such claim to the right, but shall not be obligated, to prosecute at its own expense any such infringements of the PATENT RIGHTS andother party. Licensor, in furtherance of such rightconsultation with Licensee, M.I.T. hereby agrees that LICENSEE may join M.I.T. as a party plaintiff in any such suit, without expense shall then use reasonable efforts to M.I.T. The total cost of any terminate such infringement action commenced or defended solely by LICENSEE shall be borne by LICENSEE, LICENSEE may, for such purposes, use if the name of M.I.T. as party plaintiff; provided, however, parties mutually agree that such right efforts are appropriate under the circumstances. In the event Licensor fails to ▇▇▇▇▇ the infringing activity within ninety (90) days after such written notice or to bring an infringement legal action shall remain in effect only against the third party, Licensee may bring suit for so long as the license granted herein remains exclusivepatent infringement. No settlement, consent judgement judgment or other voluntary final disposition of the suit may be entered into without the consent of M.I.T. Licensor, which consent shall not be unreasonably be withheld. LICENSEE shall indemnify M.I.T. against any order for costs that may be made against M.I.T. in proceedings commenced and defended solely by LICENSEE. 7.3 In 16.2 Any such legal action shall be at the event that LICENSEE shall undertake the enforcement and/or defense expense of the PATENT RIGHTS party by litigationwhom suit is filed, LICENSEE may withhold up hereinafter referred to * of as the royalties otherwise thereafter due M.I.T. hereunder and apply “Litigating Party”. Any damages or costs recovered by the same toward reimbursement of up to * of LICENSEE's expenses, including reasonable attorneys' fees, Litigating Party in connection therewith. Any recovery of damages with a legal action filed by LICENSEE it hereunder, and provided that the Litigating Party is reimbursed for its costs and expenses reasonably incurred in the lawsuit, and after any such suit royalties or other payments due to Licensor under Article 4 are paid, shall be applied first in satisfaction of any unreimbursed expenses and legal fees of LICENSEE relating to retained by Licensee under the suit, and next toward reimbursement of M.I.T. for any royalties past due or withheld and applied pursuant to this Article VII. The balance remaining from any such recovery attributable to following conditions: (a) damages for lost sales shall be divided according to treated as Net Sales (after reasonable costs and expenses of litigation are subtracted), and the royalty percentages set forth in Section 4.1; any remaining balance due on the corresponding amount of Net Sales shall be paid to LICENSEELicensor; (b) [***] percent ([***]%) of punitive damages, if any, in excess of damages for lost sales shall be paid to Licensor and the remainder shall be retained by Licensee. * CONFIDENTIAL TREATMENT REQUESTED 7.4 If within six (6) months after having been notified of any alleged infringement, LICENSEE shall Specific terms in this exhibit have been unsuccessful redacted because confidential treatment for those terms has been requested. These redacted terms have been marked in persuading this exhibit with three asterisks [***]. An unredacted version of this exhibit has been separately filed with the alleged infringer to desist Securities and Exchange Commission. KUCTC-Reata Confidential [***] 16.3 Licensee and Licensor shall not have brought and cooperate with each other in litigation proceedings instituted hereunder, provided that such cooperation shall not be diligently prosecuting an infringement action, or if LICENSEE shall notify M.I.T. at any time prior thereto the expense of its intention not to bring suit against any alleged infringer, thenthe Litigating Party, and in those events only, M.I.T. shall have the right, but shall not be obligated, to prosecute at its own expense any infringement of the PATENT RIGHTS, and, in furtherance of such right, LICENSEE hereby agrees that M.I.T. 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 M.I.T. litigation shall be borne controlled by M.I.T.,the Litigating Party.

Infringement. 7.1 LICENSEE (a) Each Party shall inform M.I.T. promptly notify in writing the other Party during the term of this Agreement of any: (i) known infringement or suspected infringement of any alleged infringement of the PATENT RIGHTS Patent Rights; or (ii) 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 unauthorized use or misappropriation. Within ninety (90) days after Migami becomes, or is made aware of any available evidence thereofof the foregoing, Migami shall decide whether or not to initiate an infringement or other appropriate action and shall notify MKL of its decision in writing. * CONFIDENTIAL TREATMENT REQUESTEDThe failure of Migami to inform MKL of Migami's decision within such 90-day period shall be deemed a decision not to initiate an infringement or other appropriate action. 7.2 During (b) In the term event that Migami notifies MKL of its intent to initiate an infringement or other appropriate action within the 90-day period provided in Section (a) 7.2(a), provided such infringement is continuing, Migami shall initiate such an infringement or other appropriate action within thirty (30) days of the end of such 90-day period. If such infringement is within the Territory, MKL shall be entitled to join Migami as a party to such suit, but MKL shall be under no obligation to participate except to the extent that such participation is required as a result of being a named party to the suit or being involved in the commercialization of any Patent Rights and/or Licensed Technology at issue. If MKL chooses to participate, MKL shall have the right to be represented by its own counsel at its own expense. Migami shall not settle any such suit involving rights of MKL or make an admission of liability on behalf of MKL without obtaining the prior written consent of MKL, which consent shall not be unreasonably withheld. In the event Migami initiates proceedings pursuant to this AgreementSection 7.2(c), LICENSEE Migami shall be entitled to one hundred percent (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 Migami's costs of suit and attorneys fees, Migami and MKL shall each be entitled to fifty percent (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 Migami's costs of suit as long as such recovery stems from infringement within the Territory. (c) In the event that Migami 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 7.2(a), or does not initiate such an infringement or other appropriate action within thirty (30) days of such 90-day period as provided in Section 7.2(b), MKL shall have the right, at its expense, to initiate an infringement or other appropriate action, and shall be entitled to join Migami as a party to such suit, but Migami shall be under no obligation to participate except to the extent that such participation is required as a result of its being named a 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 Migami 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 MKL to Migami and has advised MKL in writing of such negotiations, the above mentioned right and option of MKL to bring suit shall be exercised only with the written consent of Migami which will not be obligatedunreasonably withheld. If Migami chooses to participate in any suit initiated by MKL, Migami shall have the right to prosecute be represented in any such suit by its own counsel at its own expense expense. MKL shall not settle any such infringements suit involving rights of Migami nor make any admission of liability on behalf of Migami without obtaining the PATENT RIGHTS and, in furtherance of such right, M.I.T. hereby agrees that LICENSEE may join M.I.T. as a party plaintiff in any such suit, without expense to M.I.T. The total cost of any such infringement action commenced or defended solely by LICENSEE shall be borne by LICENSEE, LICENSEE may, for such purposes, use the name of M.I.T. as party plaintiff; provided, however, that such right to bring an infringement action shall remain in effect only for so long as the license granted herein remains exclusive. No settlement, consent judgement or other voluntary final disposition of the suit may be entered into without the prior written consent of M.I.T. Migami, which consent shall not be unreasonably be withheld. LICENSEE In the event MKL initiates proceedings pursuant to Section 7.2(c), Migami and MKL shall indemnify M.I.T. against be entitled to one hundred percent (100%) of any order for costs and all amounts recovered in such suit, whether through judgment, settlement or otherwise, including without limitation, any punitive damages that may be made against M.I.T. in proceedings commenced and defended solely by LICENSEE. 7.3 In the event that LICENSEE shall undertake the enforcement and/or defense of the PATENT RIGHTS by litigationawarded, LICENSEE may withhold up to * the amount of the royalties otherwise thereafter due M.I.T. hereunder their respective costs of suit and apply the same toward reimbursement of up to * of LICENSEE's expenses, including reasonable attorneys' attorneys fees, in connection therewith. Any recovery of damages by LICENSEE for In any such suit shall be applied first in satisfaction of any unreimbursed expenses and legal fees of LICENSEE relating to the suit, and next toward reimbursement of M.I.T. for any royalties past due or withheld and applied pursuant to this Article VII. The balance remaining from any such recovery attributable to damages for lost sales shall be divided according to the royalty percentages set forth in Section 4.1; any remaining balance shall be paid to LICENSEE. * CONFIDENTIAL TREATMENT REQUESTED 7.4 If within six (6) months after having been notified of any alleged infringement, LICENSEE shall have been unsuccessful in persuading the alleged infringer to desist and shall not have brought and shall not be diligently prosecuting an infringement action, or if LICENSEE Migami and MKL shall notify M.I.T. at any time prior thereto each be entitled to fifty percent (50%) of its intention not to bring suit against any alleged infringer, then, and all amounts recovered in those events only, M.I.T. shall have the right, but shall not be obligated, to prosecute at its own expense any infringement of the PATENT RIGHTS, and, in furtherance of such right, LICENSEE hereby agrees that M.I.T. may include LICENSEE as a party plaintiff in any such suit, whether through judgment, settlement or otherwise, including without expense to LICENSEE. The total cost limitation, any punitive damages that may be awarded, in excess of any their aggregate costs of suit and attorneys fees as long as such recovery stems from infringement action commenced or defended solely by M.I.T. within the Territory. (d) Nothing herein contained shall be borne construed to require either party to expend money in litigation or in the enforcing of Patent Rights and/or Licensed Technology rights unless it so elects and in the event a party proceeds with litigation in the name of the other party in any cause in which such other party is not voluntarily a party, as evidence by M.I.T.,written notice, such party shall and agrees to hold the other party harmless from any and all liabilities arising thereunder, including, but not limited to, attorney's fees, court costs, and damages arising out of the counterclaims, cross-claims and the like.

Infringement. 7.1 LICENSEE shall inform M.I.T. promptly in writing of If either Party determines that any alleged infringement of the PATENT RIGHTS Patent Rights have been infringed by the Manufacture or Marketing in the Territory of a third party and product containing metformin as its sole active ingredient, such Party shall give to the other Party notice of such alleged infringement, in which event Depomed may at its discretion take such steps as it may consider necessary to prosecute such infringement. Depomed may not settle any available evidence thereofsuch litigation in a manner that adversely affects the rights of BLS hereunder without the consent of BLS, which consent shall not be unreasonably withheld. * CONFIDENTIAL TREATMENT REQUESTED 7.2 During the term of this Agreement, LICENSEE BLS shall have the right, but shall not be obligated, to prosecute at its own expense any such infringements of the PATENT RIGHTS andexpense, in furtherance of such right, M.I.T. hereby agrees that LICENSEE may join M.I.T. as a party plaintiff to be represented by counsel in any such litigation. If Depomed, after such notice, elects not to bring suit, without expense to M.I.T. The total cost it shall notify BLS of any such infringement action commenced or defended solely by LICENSEE election within thirty days after receipt of such notice and BLS shall be borne by LICENSEE, LICENSEE may, for such purposes, use then have the name of M.I.T. as party plaintiff; provided, however, that such right to bring an infringement action suit at its own expense. BLS shall remain in effect only for so long as also have the license granted herein remains exclusive. No settlement, consent judgement or other voluntary final disposition of the suit may be entered into without the consent of M.I.T. which consent shall not unreasonably be withheld. LICENSEE shall indemnify M.I.T. against any order for costs that may be made against M.I.T. in proceedings commenced and defended solely by LICENSEE. 7.3 In the event that LICENSEE shall undertake the enforcement and/or defense of the PATENT RIGHTS by litigation, LICENSEE may withhold up to * of the royalties otherwise thereafter due M.I.T. hereunder and apply the same toward reimbursement of up to * of LICENSEE's expenses, including reasonable attorneys' fees, in connection therewith. 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 M.I.T. for any royalties past due or withheld and applied pursuant to this Article VII. The balance remaining from any such recovery attributable to damages for lost sales shall be divided according to the royalty percentages set forth in Section 4.1; any remaining balance shall be paid to LICENSEE. * CONFIDENTIAL TREATMENT REQUESTED 7.4 If within six (6) months after having been notified of any alleged infringement, LICENSEE shall have been unsuccessful in persuading the alleged infringer to desist and shall not have brought and shall not be diligently prosecuting an infringement action, or if LICENSEE shall notify M.I.T. at any time prior thereto of its intention not right to bring suit against if Depomed fails to institute suit within ninety days from the date of the original notice of infringement by BLS. In furtherance and not in limitation of the foregoing provisions of this Section 5.1, BLS may at its discretion take such steps as it may consider necessary to prosecute any alleged infringer, thenTHE SYMBOL [***] IS USED TO INDICATE THAT A PORTION OF THE EXHIBIT HAS BEEN OMITTED AND FILED SEPARATELY WITH THE COMMISSION. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH RESPECT TO THE OMITTED PORTION. infringement of any patent or other intellectual property rights owned or Controlled by BLS by the Manufacture or Marketing outside of the Territory of any product containing metformin as the sole active ingredient, and in those events only, M.I.T. Depomed shall have no right to prosecute, or otherwise participate in the rightprosecution of, but shall not be obligated, to prosecute at its own expense any infringement of the PATENT RIGHTS, and, in furtherance of such right, LICENSEE hereby agrees that M.I.T. 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 M.I.T. shall be borne by M.I.T.,infringement.

Infringement. 7.1 LICENSEE (a) LICENSOR agrees to enforce its patents within the PATENT RIGHTS from infringement and sue ▇▇▇ringers when in its sole judgement such action may be reasonably necessary, proper and justified. (b) Notwithstanding the provisions of Article 8(a) above, provided LICENCEE shall inform M.I.T. promptly in writing have supplied LICENSOR with evidence comprising a prima facie case of any alleged infringement of the PATENT RIGHTS by a third party hereto SELLING significant quantities of products in competition with LICENCEE's or an AFFILIATE's or a SUBLICENCEE's SALE of LICENCED PRODUCTS hereunder, LICENCEE shall be entitled to notify LICENSOR in writing requesting LICENSOR to take steps to enforce the PATENT RIGHTS and LICENSOR shall within three (3) months of any available evidence thereof. * CONFIDENTIAL TREATMENT REQUESTEDthe receipt of such written request either: 7.2 During (i) cause said infringement to terminate (including termination for whatever cause); or (ii) initiate legal proceedings against the term of this Agreement, LICENSEE shall have infringer; or (iii) grant LICENCEE the right, but shall not be obligatedat LICENCEE's sole expense, to prosecute at its own expense any such infringements of the PATENT RIGHTS and, in furtherance of such right, M.I.T. hereby agrees that LICENSEE may join M.I.T. as a party plaintiff in any such suit, without expense to M.I.T. The total cost of any such infringement action commenced or defended solely by LICENSEE shall be borne by LICENSEE, LICENSEE may, for such purposes, use the name of M.I.T. as party plaintiff; provided, however, that such right to bring an infringement action shall remain in effect only for so long as the license granted herein remains exclusive. No settlement, consent judgement or other voluntary final disposition of the suit may be entered into without the consent of M.I.T. which consent shall not unreasonably be withheld. LICENSEE shall indemnify M.I.T. against any order for costs that may be made against M.I.T. in proceedings commenced and defended solely by LICENSEE. 7.3 In the event that LICENSEE shall undertake the enforcement and/or defense of the PATENT RIGHTS by litigation, LICENSEE may withhold up to * of the royalties otherwise thereafter due M.I.T. hereunder and apply the same toward reimbursement of up to * of LICENSEE's expenses, including reasonable attorneys' fees, in connection therewith. 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 M.I.T. for any royalties past due or withheld and applied pursuant to this Article VII. The balance remaining from any such recovery attributable to damages for lost sales shall be divided according to the royalty percentages set forth in Section 4.1; any remaining balance shall be paid to LICENSEE. * CONFIDENTIAL TREATMENT REQUESTED 7.4 If within six (6) months after having been notified of any alleged infringement, LICENSEE shall have been unsuccessful in persuading the alleged infringer to desist and shall not have brought and shall not be diligently prosecuting an infringement action, or if LICENSEE shall notify M.I.T. at any time prior thereto of its intention not to bring suit against any alleged infringer, then, and in those events only, M.I.T. shall have the right, but shall not be obligated, to prosecute at its own expense any infringer for infringement of the PATENT RIGHTS. (c) In no event shall LICENCEE be entitled to invoke Article 8(b) above with respect to more than two alleged infringers in any one country listed with the PATENT RIGHTS at any given time even though there be more than two such infringers in such country and the provisions of Article 8(b) hereof shall not come into effect or continue in effect as to such country while LICENSOR is carrying on any such legal proceeding against two such parties therein. (d) In the event either party hereto shall initiate or carry on legal proceedings to enforce the PATENT RIGHTS against an alleged infringer, andas provided herein, in furtherance the other party hereto shall fully co-operate with the party initiating or carrying on such proceedings. (e) In the event LICENSOR shall institute suit or other legal proceedings to enforce the PATENT RIGHTS, it shall have sole control of such rightsuit. (f) In the event LICENCEE shall institute suit or other legal proceedings under Article 8(b) above to enforce the PATENT RIGHTS, LICENSEE hereby agrees that M.I.T. may include LICENSEE as a party plaintiff in LICENSOR shall be entitled to be represented by counsel of its choosing, at its sole expense, and LICENCEE shall be entitled to retain all damages. LICENCEE shall not discontinue or settle any such suitproceedings brought by it without obtaining the concurrence of LICENSOR, without expense not to LICENSEE. The total cost of any be unreasonably withheld, and giving LICENSOR a timely opportunity to continue such infringement action commenced or defended solely by M.I.T. shall be borne by M.I.T.,proceedings in its own name, under its sole control, and at its sole expense.

Infringement. 7.1 LICENSEE shall inform M.I.T. promptly in writing While First Floor has conducted no investigations ------------ whatsoever, it is not aware of any alleged infringement that will result from distribution of Licensed Products in accordance with the PATENT RIGHTS by terms hereof. If Aurum becomes aware of a third party potential infringement or claim thereof, it will immediately notify First Floor. First Floor agrees to defend Aurum from any claim, suit or proceeding alleging that the Products (Indemnified Items"), when used and of any available evidence thereof. * CONFIDENTIAL TREATMENT REQUESTED 7.2 During distributed in accordance with the term terms and conditions of this Agreement, LICENSEE shall have infringes any patent, copyright, trade secret, trademark or other intellectual property right of any third party and agrees to pay any liabilities, damages, costs and expenses (including the right, but shall not be obligated, to prosecute at its own expense any such infringements actual fees of the PATENT RIGHTS and, in furtherance of such right, M.I.T. hereby agrees that LICENSEE may join M.I.T. as a party plaintiff attorneys and other professionals and all related costs and expenses) awarded in any such suitclaim, without expense to M.I.T. The total cost suit or proceeding provided that Aurum gives First Floor prompt written notice of any such infringement action commenced or defended solely by LICENSEE shall be borne by LICENSEEclaim, LICENSEE may, for such purposes, use grants First Floor the name of M.I.T. as party plaintiff; provided, however, that such right to bring an infringement action shall remain in effect only for so long as the license granted herein remains exclusive. No settlement, consent judgement or other voluntary final disposition sole control of the suit may be entered into without defense and any related settlement negotiations, cooperates with First Floor in the consent of M.I.T. which consent shall not unreasonably be withheld. LICENSEE shall indemnify M.I.T. against any order for costs that may be made against M.I.T. in proceedings commenced and defended solely by LICENSEE. 7.3 In the event that LICENSEE shall undertake the enforcement and/or defense of the PATENT RIGHTS by litigation, LICENSEE may withhold up to * of the royalties otherwise thereafter due M.I.T. hereunder and apply the same toward reimbursement of up to * of LICENSEE's expenses, including reasonable attorneys' fees, in connection therewith. 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 M.I.T. for any royalties past due or withheld and applied pursuant to this Article VII. The balance remaining from any such recovery attributable to damages for lost sales shall be divided according to the royalty percentages set forth in Section 4.1; any remaining balance shall be paid to LICENSEE. * CONFIDENTIAL TREATMENT REQUESTED 7.4 If within six (6) months after having been notified of any alleged infringement, LICENSEE shall have been unsuccessful in persuading the alleged infringer to desist and shall not have brought and shall not be diligently prosecuting an infringement action, or if LICENSEE shall notify M.I.T. at any time prior thereto of its intention not to bring suit against any alleged infringer, then, and in those events only, M.I.T. shall have the right, but shall not be obligated, to prosecute at its own expense any infringement of the PATENT RIGHTS, and, in furtherance of such right, LICENSEE hereby agrees that M.I.T. may include LICENSEE as a party plaintiff in any such suit, without expense to LICENSEE. The total cost of any such claim and does not agree to settle any such claim without First Floor's prior written consent. If it is adjudicatively determined that the Products, or any part thereof, infringe any patent, copyright, trade secret, trademark or other intellectual property right, or is the use of the Products, or any part thereof, is, as a result, enjoined, then First Floor may, at its expense , either (i) procure for Aurum the right to use and distribute the Products as provided herein (ii) replace the Products with other non-infringing products which substantially meet the specifications for the Products; or (iii) suitably modify the Product so that they are not infringing; provided that the modified software substantially meets the specifications for such Products. Notwithstanding the foregoing, First Floor shall have no liability to Aurum if the infringement action commenced results form (a) use of the Product in combination with other software if the Product alone would not have been so infringing, (b) modifications to the Product not made by First Floor if such infringement would have been avoided by the absence of such modification or defended solely (c) use of other than the version of the Product most recently offered to Aurum if such infringement would have been avoided by M.I.T. shall be borne by M.I.T.,use of current version.

Infringement. 7.1 LICENSEE Each party shall inform M.I.T. promptly notify the other in writing of any alleged infringement of the PATENT RIGHTS by a third party and of any available evidence thereof. * CONFIDENTIAL TREATMENT REQUESTED. 7.2 During the term of this Agreement, LICENSEE BIOS shall have the right, but shall not be obligated, to prosecute at its own expense bring any legal action for infringement or for defending any counterclaim of invalidity or action of a third party for declaratory judgment of non-infringement or interference relating to such infringements of the PATENT RIGHTS and, in RIGHTS. In furtherance of such right, M.I.T. VGI hereby agrees that LICENSEE BIOS may join M.I.T. include VGI as a party plaintiff in any such suit, without expense and VGI agrees to M.I.T. The total cost fully cooperate with BIOS in the prosecution of such infringements. If BIOS decides not to exercise such rights to bring legal action within three (3) months of VGI giving notice thereof to BIOS, VGI shall be entitled to do so in its own right if legally permissible, provided, however, that BIOS through counsel of its own selection, shall oversee such legal action and be provided the opportunity to approve all actions which are case dispositive. All fees, costs and expenses of any such infringement action commenced or defended solely by LICENSEE shall be borne by LICENSEEthe party bringing the action and such party shall obtain any recovery or damages, LICENSEE mayif any, whether by judgment, award, decree or settlement, including interest for past infringement. The excess of such purposesrecoveries, use damages and interest over VGI's out of pocket expenses in connection with the name prosecution or defense of M.I.T. as party plaintiffsuch actions shall be included in VGI's NET SALES under this Agreement for the benefit of BIOS. VGI may settle any such actions solely at its own expense and through counsel of its own selection; provided, however, that BIOS shall be entitled in each instance to participate through counsel of its selection and at its own expense in any such right settlement and to bring an infringement action shall remain in effect only for so long as approve the license granted herein remains exclusive. No terms of such settlement, consent judgement or other voluntary final disposition of the suit may such approval not to be entered into without the consent of M.I.T. which consent shall not unreasonably be withheld. LICENSEE shall indemnify M.I.T. against any order for costs that may be made against M.I.T. in proceedings commenced and defended solely by LICENSEE. 7.3 In the event that LICENSEE shall undertake BIOS is involved with the enforcement and/or defense of the PATENT RIGHTS by litigation, LICENSEE VGI may not withhold up any payments otherwise deemed earned and due to * of BIOS under Article 4 hereunder. 7.4 In any patent infringement suit that BIOS may institute to enforce the royalties otherwise thereafter due M.I.T. hereunder and apply the same toward reimbursement of up to * of LICENSEE's expenses, including reasonable attorneys' fees, in connection therewith. 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 M.I.T. for any royalties past due or withheld and applied PATENT RIGHTS pursuant to this Article VII. The balance remaining from any such recovery attributable to damages for lost sales shall be divided according Agreement, VGI shall, at the request of BIOS, cooperate in all reasonable respects and, to the royalty percentages set forth in Section 4.1; any remaining balance shall be paid to LICENSEE. * CONFIDENTIAL TREATMENT REQUESTED 7.4 If within six (6) months after having been notified of any alleged infringementextent reasonably possible, LICENSEE shall have been unsuccessful in persuading the alleged infringer to desist its employees testify when requested and shall not have brought and shall not be diligently prosecuting an infringement actionmake available relevant records, or if LICENSEE shall notify M.I.T. at any time prior thereto of its intention not to bring suit against any alleged infringerpapers, theninformation, samples, specimens, and in those events only, M.I.T. shall have the right, but shall not be obligated, to prosecute at its own expense any infringement like during the term of the PATENT RIGHTS, and, in furtherance of such right, LICENSEE hereby agrees that M.I.T. 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 M.I.T. shall be borne by M.I.T.,this Agreement.

Infringement. 7.1 LICENSEE 14.2.1 If either Party becomes aware of any activity that such Party believes represents an infringement of the claims of the CombinatoRx Patents, Angiotech Patents, or Joint Patent Rights, the Party obtaining such knowledge shall inform M.I.T. promptly advise the other in writing of the potential infringement and of all relevant facts and circumstances known to such Party pertaining to the potential infringement. Angiotech and CombinatoRx shall thereafter consult and cooperate fully to determine a course of action, including but not limited to, the commencement of legal action to terminate any alleged infringement of the PATENT RIGHTS by a third party and CombinatoRx Patents, Angiotech Patents, or Joint Patent Rights, with the Party controlling prosecution pursuant to Article 13 controlling the pursuit of any available evidence thereof. * CONFIDENTIAL TREATMENT REQUESTED 7.2 During the term of this Agreement, LICENSEE shall have the right, but shall not be obligated, to prosecute at its own expense any such infringements of the PATENT RIGHTS and, in furtherance of such right, M.I.T. hereby agrees that LICENSEE may join M.I.T. as a party plaintiff in any such suit, without expense to M.I.T. The total cost of any such infringement action commenced or defended solely by LICENSEE shall be borne by LICENSEE, LICENSEE may, for such purposes, use the name of M.I.T. as party plaintiffan infringer; provided, however, in the event that such the Party so designated is not actively Exploiting any Licensed Compound covered by the family of Patents containing the infringed claims, the right to bring an pursue such infringer shall shift to the other Party if it is actively Exploiting such a Licensed Compound. 14.2.2 The Party possessing the right to initiate and prosecute such legal proceedings related to infringement shall have the right to initiate and prosecute such legal proceedings each at its own expense and in its own name, and to control the defense of any declaratory judgment action relating to its Intellectual Property; provided that no settlement shall remain in effect only for so long as the license granted herein remains exclusive. No settlement, consent judgement or other voluntary final disposition of the suit may be entered into by such Party without the written consent of M.I.T. which consent the other Party if such settlement would materially affect the other Party's interests. Each Party shall reasonably cooperate with the other Party in such effort, including being joined as a party to an action related to jointly owned Patents if necessary, with the reasonable out of pocket expenses of such joining Party to be paid by the other Party. 14.2.3 In addition, each Party shall have the right to join in any action against infringement brought in accordance with this Article 14 if necessary in order to assert the damages incurred by such Party as a result of the alleged infringement; provided that: (i) the foregoing shall not unreasonably be withheldlimit or restrict in any way the rights of the Party controlling such action as determined in accordance with this Article 14 from exercising such control in its discretion; (ii) in the event one Party joins the other Party in the defense of an infringement action, such Party may elect to participate in up to fifty percent (50%) of the total out-of-pocket cost and expense of such action and consequently share to the same proportion in any award. LICENSEE shall indemnify M.I.T. against any order for costs that may be made against M.I.T. in proceedings commenced and defended solely by LICENSEE. 7.3 In the event that LICENSEE shall undertake the enforcement and/or defense CombinatoRx decides not to join Angiotech by way of the PATENT RIGHTS participating in paying for out-of-pocket costs and expenses, any recovery by litigation, LICENSEE may withhold up to * of the royalties otherwise thereafter due M.I.T. hereunder and apply the same toward Angiotech (after reimbursement of up to * its out-of-pocket costs and expenses), which is intended as a [**] PORTIONS OF THIS EXHIBIT HAVE BEEN OMITTED PURSUANT TO A CONFIDENTIAL TREATMENT REQUEST. AN UNREDACTED VERSION OF THIS EXHIBIT HAS BEEN FILED WITH THE COMMISSION. 60 reimbursement for sales lost as a result of LICENSEE's expenses, such infringement shall be treated as Net Sales for purposes of this Agreement. 14.2.4 The costs and expenses (including reasonable attorneys' fees, in connection therewith. 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 M.I.T. for any royalties past due or withheld and applied pursuant to this Article VII. The balance remaining from any such recovery attributable to damages for lost sales shall be divided according to the royalty percentages set forth in Section 4.1; any remaining balance shall be paid to LICENSEE. * CONFIDENTIAL TREATMENT REQUESTED 7.4 If within six (6) months after having been notified of any alleged infringement, LICENSEE shall have been unsuccessful in persuading the alleged infringer to desist and shall not have brought and shall not be diligently prosecuting action against an infringement action, or if LICENSEE shall notify M.I.T. at any time prior thereto of its intention not to bring suit against any alleged infringer, then, and brought in those events only, M.I.T. shall have the right, but shall not be obligated, to prosecute at its own expense any infringement of the PATENT RIGHTS, and, in furtherance of such right, LICENSEE hereby agrees that M.I.T. 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 M.I.T. accordance with this Section shall be borne by M.I.T.,the Party controlling the infringement action, unless stated otherwise in this Article 14.

Infringement. 7.1 9.1 LICENSEE and PRINCETON shall promptly inform M.I.T. promptly the other in writing of any alleged infringement of the PATENT RIGHTS which it shall have notice by a third party of any patents within the Patent Rights and of provide such other with any available evidence thereof. * CONFIDENTIAL TREATMENT REQUESTEDof infringement. 7.2 9.2 During the term of this Agreement, LICENSEE shall have the right, but shall not be obligated, to prosecute at its own expense any such infringements of the PATENT RIGHTS Patent Rights and, in furtherance of such right, M.I.T. PRINCETON hereby agrees that LICENSEE may join M.I.T. PRINCETON as a party plaintiff in any such suit, without expense to M.I.T. PRINCETON, provided, however, that notwithstanding the foregoing, Merck shall have the rights set forth in Paragraph 4 of the Side Agreement. The total cost of any such infringement action commenced or defended solely by LICENSEE shall be borne by LICENSEE, and LICENSEE may, shall keep any recovery or damages for such purposes, use the name of M.I.T. as party plaintiff; provided, however, that such right to bring an infringement action shall remain in effect only for so long as the license granted herein remains exclusivepast infringements derived therefrom. No settlement, consent judgement judgment or other voluntary final disposition of the suit may be entered into without the consent of M.I.T. PRINCETON, which consent shall not unreasonably be withheld. LICENSEE shall indemnify M.I.T. PRINCETON against any order for costs that may be made against M.I.T. PRINCETON in proceedings commenced and defended solely by LICENSEEsuch proceedings. 7.3 In the event that LICENSEE shall undertake the enforcement and/or defense of the PATENT RIGHTS by litigation, LICENSEE may withhold up to * of the royalties otherwise thereafter due M.I.T. hereunder and apply the same toward reimbursement of up to * of LICENSEE's expenses, including reasonable attorneys' fees, in connection therewith. 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 M.I.T. for any royalties past due or withheld and applied pursuant to this Article VII. The balance remaining from any such recovery attributable to damages for lost sales shall be divided according to the royalty percentages set forth in Section 4.1; any remaining balance shall be paid to LICENSEE. * CONFIDENTIAL TREATMENT REQUESTED 7.4 9.3 If within six (6) months after having been notified of any alleged infringement, LICENSEE shall have been unsuccessful in persuading the alleged infringer to desist and shall not have brought and shall not be diligently prosecuting an infringement action, or if LICENSEE shall notify M.I.T. PRINCETON at any time prior thereto of its intention not to bring suit against any alleged infringer, then, and in those events only, M.I.T. PRINCETON shall have the right, but shall not be obligated, to prosecute at its own expense any infringement of the PATENT RIGHTSPatent Rights, andand PRINCETON may, for such purposes, join LICENSEE as party plaintiff, provided, however, that notwithstanding the foregoing, Merck shall have the rights set forth in Paragraph 4 of the Side Agreement. 9.4 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 PRINCETON hereunder and apply the same toward reimbursement of its expenses, including reasonable attorneys' fees, in furtherance connection therewith. 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 PRINCETON for any royalties past due or withheld and applied pursuant to this Article IX. The balance remaining from any such recovery shall be divided equally between LICENSEE and PRINCETON. 9.5 In the event that a declaratory judgment action alleging invalidity or non-infringement of any of the Patent Rights shall be brought against LICENSEE, and LICENSEE is not diligently defending such action, PRINCETON, at its option, shall have the right, within ninety (90) days after commencement of such rightaction, LICENSEE hereby agrees to intervene and take over the sole defense of the action at its own expense, provided, however, that M.I.T. notwithstanding the foregoing, Merck shall have the rights set forth in Paragraph 4 of the Side Agreement. 9.6 In any infringement suit as either party may include LICENSEE as a institute to enforce the Patent Rights pursuant to this Agreement, the other party plaintiff in any hereto shall, at the request and expense of the party initiating such suit, without expense 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. 9.7 LICENSEE. The total cost , during the exclusive period of this Agreement, shall have the sole right in accordance with the terms and conditions herein to sublicense any such infringement action commenced or defended solely by M.I.T. shall be borne by M.I.T.,alleged infringer under the Patent Rights for future infringements.

Infringement. 7.1 LICENSEE 9.1 The Licensee shall inform M.I.T. promptly notify the Licensor if it believes, or believes that it is likely, that any third party is performing any activity that may infringe, misappropriate or otherwise violate the PHEV IP or any Intellectual Property Rights therein which have been licensed by the Licensee under this Agreement. The Licensee shall moreover provide the Licensor reasonable assistance in writing of relation to such alleged infringement, misappropriation or violation, as requested by the Licensor at the Licensor’s expense. The Licensee shall furthermore have no right to prosecute, defend or take any other actions regarded such alleged infringement of infringement, misappropriation or violation. 9.2 The Licensor shall indemnify and hold harmless the PATENT RIGHTS Licensee from any claim by a third party and alleging that the use of any available evidence thereof. * CONFIDENTIAL TREATMENT REQUESTED 7.2 During the term of PHEV IP licensed under this Agreement by the Licensee (as contemplated by this Agreement) infringes any Intellectual Property Rights of that third party, LICENSEE provided (i) the Licensor is promptly notified of the claim; and (ii) the Licensor receives reasonable information and cooperation from the Licensee to perform the Licensor’s obligation hereunder, and (iii) the Licensor has sole control over the defense and all negotiations fora settlement or compromise. The Licensee shall make no admissions, and shall have the rightno right to defend or take any other action, but shall not be obligated, in relation to prosecute at its own expense i. any such infringements of claim by a third party. The Licensee shall moreover provide the PATENT RIGHTS andLicensor reasonable assistance in relation to such claim, in furtherance of such right, M.I.T. hereby agrees that LICENSEE may join M.I.T. as a party plaintiff in any such suit, without expense to M.I.T. The total cost of any such infringement action commenced or defended solely requested by LICENSEE shall be borne by LICENSEE, LICENSEE may, for such purposes, use the name of M.I.T. as party plaintiff; provided, however, that such right to bring an infringement action shall remain in effect only for so long as Licensor at the license granted herein remains exclusive. No settlement, consent judgement or other voluntary final disposition of the suit may be entered into without the consent of M.I.T. which consent shall not unreasonably be withheld. LICENSEE shall indemnify M.I.T. against any order for costs that may be made against M.I.T. in proceedings commenced and defended solely by LICENSEELicensor’s expense. 7.3 In the event that LICENSEE shall undertake the enforcement and/or defense of the PATENT RIGHTS by litigation, LICENSEE may withhold up to * of the royalties otherwise thereafter due M.I.T. hereunder and apply the same toward reimbursement of up to * of LICENSEE's expenses, including reasonable attorneys' fees, in connection therewith. 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 M.I.T. for any royalties past due or withheld and applied pursuant to this Article VII. 9.3 The balance remaining from any such recovery attributable to damages for lost sales shall be divided according to the royalty percentages obligation set forth in Section 4.1; any remaining balance shall be paid 9.2 above does not apply with respect to LICENSEE. * CONFIDENTIAL TREATMENT REQUESTED 7.4 If within six (6) months after having been notified of any alleged infringement, LICENSEE shall have been unsuccessful in persuading the alleged infringer to desist and shall not have brought and shall not be diligently prosecuting an infringement action, components or if LICENSEE shall notify M.I.T. at any time prior thereto of its intention not to bring suit against any alleged infringer, then, and in those events only, M.I.T. shall have the right, but shall not be obligated, to prosecute at its own expense any infringement of the PATENT RIGHTS, and, in furtherance portions of such right, LICENSEE hereby agrees that M.I.T. may include LICENSEE as components (i) not provided by the Licensor; (ii) used in a party plaintiff manner not expressly authorized by this Agreement; (iii) made in any such suit, without expense to LICENSEE. The total cost of any such infringement action commenced or defended solely accordance with the Licensee’s specifications; (iv) modified by M.I.T. shall be borne by M.I.T.,the

Infringement. 7.1 LICENSEE 6.1 PAC will protect its PATENT RIGHTS from infringement and prosecute infringers when, in its sole judgement, such action may be reasonably necessary, proper and justified. 6.2 If COMPANY shall inform M.I.T. promptly in writing of any alleged have supplied PAC with written evidence demonstrating to PAC’s reasonable satisfaction prima facie infringement of the a claim of a PATENT RIGHTS RIGHT by a third party and in the LICENSE FIELDs, COMPANY may by notice request PAC to take steps to protect the PATENT RIGHT. PAC shall notify COMPANY within three (3) months of any available evidence thereof. * CONFIDENTIAL TREATMENT REQUESTED 7.2 During the term receipt of this Agreement, LICENSEE shall have the right, but shall not be obligated, such notice whether PAC intends to prosecute at the alleged infringement. If PAC notifies COMPANY that it intends to so prosecute, PAC shall, within three (three) months of its own expense any such infringements of notice to COMPANY either (i) cause infringement to terminate or (ii) initiate legal proceedings against the PATENT RIGHTS and, in furtherance of such right, M.I.T. hereby agrees infringer. In the event PAC notifies COMPANY that LICENSEE may join M.I.T. as a party plaintiff in any such suit, without expense PAC does not intend to M.I.T. The total cost of any such prosecute said infringement action commenced or defended solely by LICENSEE shall be borne by LICENSEE, LICENSEE COMPANY may, for such purposesupon notice to PAC, use initiate legal proceedings against the infringer at COMPANY’s expense and in PAC’s name of M.I.T. as party plaintiff; provided, however, that such right to bring an infringement action shall remain in effect only for if so long as the license granted herein remains exclusiverequired by law. No settlement, consent judgement judgment or other voluntary final disposition of the suit which invalidates or restricts the claims of such PATENT RIGHTS may be entered into without the consent of M.I.T. PAC, which consent shall not unreasonably be unreasonable withheld. LICENSEE COMPANY shall indemnify M.I.T. PAC against any order for costs payment that may be made against M.I.T. PAC in proceedings commenced and defended solely by LICENSEEsuch proceedings. 7.3 6.3 In the event one party shall initiate or carry on legal proceedings to enforce any PATENT RIGHT against any alleged infringer in the LICENSE FIELDS, the other party shall 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 LICENSEE suit and shall undertake bear the enforcement and/or defense of the PATENT RIGHTS reasonable expenses (excluding legal fees) incurred by litigation, LICENSEE may withhold up to * of the royalties otherwise thereafter due M.I.T. hereunder said other party in providing such assistance and apply the same toward reimbursement of up to * of LICENSEE's expenses, including reasonable attorneys' fees, in connection therewith. 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 M.I.T. for any royalties past due or withheld and applied cooperation as is requested pursuant to this Article VIIparagraph. The balance remaining from any party initiating or carrying on such recovery attributable legal proceedings shall keep the other party informed of the progress of such proceedings and said other party shall be entitled to damages for lost sales 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 according between the parties as follows: (a) (i) If the amount is based on lost profits, COMPANY shall receive an amount equal to the royalty percentages set forth in Section 4.1; any remaining balance shall be paid to LICENSEE. * CONFIDENTIAL TREATMENT REQUESTED 7.4 If within six (6) months after having been notified damages the court determines COMPANY has suffered as a result of the infringement less the amount of any alleged infringement, LICENSEE shall royalties that would have been unsuccessful in persuading the alleged infringer to desist and shall not have brought and shall not be diligently prosecuting an infringement action, or if LICENSEE shall notify M.I.T. at any time prior thereto due PAC on sales of its intention not to bring suit against any alleged infringer, then, and in those events only, M.I.T. shall have the right, but shall not be obligated, to prosecute at its own expense any infringement LICENSED PRODUCT lost by COMPANY as a result of the PATENT RIGHTS, infringement had COMPANY made such sales; and, in furtherance of such right, LICENSEE hereby agrees that M.I.T. 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 M.I.T. shall be borne by M.I.T.,

Infringement. 7.1 LICENSEE shall inform M.I.T. promptly in writing of any alleged infringement of the PATENT RIGHTS by a third party and of any available evidence thereof. * CONFIDENTIAL TREATMENT REQUESTED 7.2 11.1 During the term of this Agreement, LICENSEE shall have the rightfirst option to police the Licensed Patents and Products against infringement within the Field of Use by other parties. This right to police includes defending any action for declaratory judgment of noninfringement or invalidity; and prosecuting, but shall not be obligated, to prosecute defending or settling all infringement and declaratory judgment actions at its own expense and through counsel of its selection, except that any such infringements settlement shall only be made with 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 PATENT RIGHTS andevent LICENSE 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, in furtherance of such right, M.I.T. hereby agrees that LICENSEE may join M.I.T. as a party plaintiff in any such suit, without expense to M.I.T. The total cost of any such infringement action commenced or defended solely by LICENSEE shall be borne by LICENSEE, LICENSEE may, for such purposes, use the name of M.I.T. as party plaintiff; provided, however, that such right to bring an infringement action shall remain in effect only for so long as the license granted herein remains exclusive. No settlement, consent judgement or other voluntary final disposition of the suit may be entered into without the consent of M.I.T. which consent shall not unreasonably be withheld. LICENSEE shall indemnify M.I.T. against any order for costs that may be made against M.I.T. in proceedings commenced and defended solely by LICENSEEunder this Paragraph 11.1. 7.3 11.2 In the event that LICENSEE shall undertake the enforcement and/or defense institute an action for infringement of the PATENT RIGHTS a License 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 litigationLICENSEE, LICENSEE may withhold up to * of the royalties otherwise thereafter due M.I.T. hereunder less LICENSEE’s actual outside attorney fees and apply the same toward reimbursement of up to * of LICENSEE's other direct, out-of-pocket litigation expenses, including reasonable attorneys' fees, expenses due MICHIGAN for its participation in connection therewith. Any recovery of damages by LICENSEE for said litigation as provided under Paragraph 11.1 (not to include any such suit shall be applied first in satisfaction of any unreimbursed expenses and legal fees compensation paid to employees of LICENSEE relating to the suitor Sublicensees) paid and unrecovered by LICENSEE, and next toward reimbursement of M.I.T. for any royalties past due or withheld and applied pursuant to this Article VII. The balance remaining from any such recovery attributable to damages for lost sales shall be divided according to the royalty percentages set forth in Section 4.1; any remaining balance shall be paid 75% to LICENSEE. * CONFIDENTIAL TREATMENT REQUESTEDLICENSEE and 25% to MICHIGAN within 30 days of the receipt thereof. 7.4 If 11.3 In the event that LICENSEE fails to take action to ▇▇▇▇▇ any alleged infringement of a License Patent within six sixty (660) months after having been notified days of a request by MICHIGAN to do so (or within such shorter period which might be required to preserve the legal rights or MICHIGAN under the laws of any alleged infringementrelevant government or political subdivision thereof), LICENSEE shall have been unsuccessful in persuading the alleged infringer to desist and shall not have brought and shall not be diligently prosecuting an infringement action, or if LICENSEE shall notify M.I.T. at any time prior thereto of its intention not to bring suit against any alleged infringer, then, and in those events only, M.I.T. then MICHIGAN shall have the rightright to take such action (including prosecution of a suit) at its expense and LICENSEE shall use reasonable efforts to cooperate in such action, but at LICENSEE’s expense. In the event MICHIGAN elects to *** Material has been omitted pursuant to a request for confidential treatment. institute any such action or suit, LICENSEE agrees to be named as a nominal party therein. MICHIGAN shall have full authority to 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 obligatedwithheld for any reason. Any portion of any resulting settlement payments or damages awarded which is received by MICHIGAN, less MICHIGAN’s actual outside attorney fees and other direct, out-of-pocket litigation expenses (not to prosecute include nay compensation paid to employees of MICHIGAN) paid and unrecovered by MICHIGAN, and after payment to LICENSEE (such payment not to exceed the recovery or settlement amounts actually received by MICHIGAN) of any unrecovered expenses paid by LICENSEE at its own expense any infringement of the PATENT RIGHTS, and, MICHIGAN’s request to third parties in furtherance of such rightactions, LICENSEE hereby agrees that M.I.T. 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 M.I.T. shall be borne by M.I.T.,paid 25% to LICENSEE and 75% to MICHIGAN within 30 days of the receipt thereof.

Infringement. 7.1 LICENSEE 9.1 Each party shall inform M.I.T. promptly in writing notify the other party if it becomes aware of any infringement or potential infringement of the rights granted hereunder and of any alleged infringement claim of the PATENT RIGHTS by a third party that the exploitation of the Rigid Airship Concept infringes upon its rights. Parties shall thereupon promptly confer together as to what actions are to be taken to stop or prevent any infringement determined by the parties hereto to be illegal. 9.2 If Rigid decides to commence proceedings, SNFL shall be notified in writing and the parties will share equally all reasonable costs, expenses and attorney's fees associated with such litigation and will share equally any and all damages recovered. 9.3 Should Rigid decide not to commence proceedings, SNFL will be permitted to do so in its own name, provided Rigid is notified in writing. If Licensee commences such an action, SNFL will bear all costs, expenses and attorney's fees associated with such litigation. All damages recovered from such litigation will belong to SNFL, provided that any damage amount in excess of any available evidence thereof. * CONFIDENTIAL TREATMENT REQUESTED 7.2 During reasonable costs, expansion and attorneys' fees will be subject to the term royalty provision of paragraph 3 of this Agreement, LICENSEE shall have . 9.4 Rigid and SNFL each at the right, but shall not be obligated, to prosecute at its own expense any such infringements request of the PATENT RIGHTS andother, in furtherance of such right, M.I.T. hereby agrees that LICENSEE may join M.I.T. as a party plaintiff shall assist each other and cooperate in any such suitaction taken, without expense to M.I.T. The total cost of any such infringement action commenced other than direct financial assistance, against an alleged infringer or defended solely by LICENSEE shall be borne by LICENSEE, LICENSEE may, for such purposes, use the name of M.I.T. as party plaintiff; provided, however, that such right to bring an infringement action shall remain in effect only for so long as the license granted herein remains exclusive. No settlement, consent judgement or other voluntary final disposition of the suit may be entered into without the consent of M.I.T. which consent shall not unreasonably be withheld. LICENSEE shall indemnify M.I.T. against any order for costs that may be made against M.I.T. in proceedings commenced and defended solely by LICENSEEpotential infringer. 7.3 9.5 In the event that LICENSEE shall undertake a third party claim that the enforcement and/or defense exploitation of the PATENT RIGHTS Rigid Airship Concept infringes and as a result such claim is honored by litigationa judgment of a Court, LICENSEE may withhold up to * Arbitration or in a settlement agreement, Rigid will exert its best efforts to: i. obtain a license of the royalties otherwise thereafter due M.I.T. hereunder and apply third party; ii. modify the same toward reimbursement of up to * of LICENSEE's expenses, including reasonable attorneys' fees, Rigid Airship Concept in connection therewith. 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 manner that it does not infringe upon the suit, and next toward reimbursement of M.I.T. for any royalties past due or withheld and applied pursuant to this Article VII. The balance remaining from any such recovery attributable to damages for lost sales shall be divided according to the royalty percentages set forth in Section 4.1; any remaining balance shall be paid to LICENSEE. * CONFIDENTIAL TREATMENT REQUESTED 7.4 If within six (6) months after having been notified of any alleged infringement, LICENSEE shall have been unsuccessful in persuading the alleged infringer to desist and shall not have brought and shall not be diligently prosecuting an infringement action, or if LICENSEE shall notify M.I.T. at any time prior thereto of its intention not to bring suit against any alleged infringer, then, and in those events only, M.I.T. shall have the right, but shall not be obligated, to prosecute at its own expense any infringement rights of the PATENT RIGHTS, and, third party; in furtherance order to continue the exploitation of such right, LICENSEE hereby agrees that M.I.T. 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 the Rigid Airship Concept by M.I.T. shall be borne by M.I.T.,SNFL.

Infringement. 7.1 LICENSEE GENERAL will protect its PATENT RIGHTS from infringement and prosecute infringers when, in its sole judgement, such action may be reasonably necessary, proper and justified. 7.2 If COMPANY shall inform M.I.T. promptly in writing of any alleged have supplied GENERAL with written evidence demonstrating to GENERAL's reasonable satisfaction prima facie infringement of the a claim of a PATENT RIGHTS RIGHT by a third party and party, COMPANY may by notice request GENERAL to take steps to protect the PATENT RIGHT. GENERAL shall notify COMPANY within three (3) months of any available evidence thereof. * CONFIDENTIAL TREATMENT REQUESTED 7.2 During the term receipt of this Agreement, LICENSEE shall have the right, but shall not be obligated, such notice whether GENERAL intends to prosecute at the alleged infringement. If GENERAL notifies COMPANY that it intends to so prosecute, GENERAL shall, within three (three) months of its own expense any such infringements of notice to COMPANY either (i) cause infringement to terminate or (ii) initiate legal proceedings against the PATENT RIGHTS and, in furtherance of such right, M.I.T. hereby agrees infringer. In the event GENERAL notifies COMPANY that LICENSEE may join M.I.T. as a party plaintiff in any such suit, without expense GENERAL does not intend to M.I.T. The total cost of any such prosecute said infringement action commenced or defended solely by LICENSEE shall be borne by LICENSEE, LICENSEE COMPANY may, for such purposesupon notice to GENERAL, use initiate legal proceedings against the infringer at COMPANY's expense and in GENERAL's name of M.I.T. as party plaintiff; provided, however, that such right to bring an infringement action shall remain in effect only for if so long as the license granted herein remains exclusiverequired by law. No settlement, consent judgement judgment or other voluntary final disposition of the suit which invalidates or restricts the claims of such PATENT RIGHTS may be entered into without the consent of M.I.T. GENERAL, which consent shall not be unreasonably be withheld. LICENSEE COMPANY shall indemnify M.I.T. GENERAL against any order for costs payment that may be made against M.I.T. GENERAL in proceedings commenced and defended solely by LICENSEEsuch proceedings. 7.3 In the event that LICENSEE one party shall undertake the enforcement and/or defense of the initiate or carry on legal proceedings to enforce any PATENT RIGHTS by litigation, LICENSEE may withhold up to * of the royalties otherwise thereafter due M.I.T. hereunder and apply the same toward reimbursement of up to * of LICENSEE's expenses, including reasonable attorneys' fees, in connection therewith. 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 M.I.T. for any royalties past due or withheld and applied pursuant to this Article VII. The balance remaining from any such recovery attributable to damages for lost sales shall be divided according to the royalty percentages set forth in Section 4.1; any remaining balance shall be paid to LICENSEE. * CONFIDENTIAL TREATMENT REQUESTED 7.4 If within six (6) months after having been notified of any alleged infringement, LICENSEE shall have been unsuccessful in persuading the alleged infringer to desist and shall not have brought and shall not be diligently prosecuting an infringement action, or if LICENSEE shall notify M.I.T. at any time prior thereto of its intention not to bring suit RIGHT against any alleged infringer, then, the other party shall fully cooperate with and in those events only, M.I.T. 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, 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 shall not be obligated, to prosecute at its own expense any infringement 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 PATENT RIGHTSunreimbursed 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, and, in furtherance of such right, LICENSEE hereby agrees that M.I.T. may include LICENSEE COMPANY shall receive an amount equal to the damages the court determines COMPANY has suffered as a party plaintiff in any such suit, without expense to LICENSEE. The total cost result of the infringement less the amount of any royalties that would have been due GENERAL on sales of PRODUCT lost by COMPANY as a result of the infringement had COMPANY made such infringement action commenced or defended solely by M.I.T. shall be borne by M.I.T.,sales; and

Infringement. 7.1 LICENSEE shall inform M.I.T. (a) Each Party will notify the other Party promptly in writing upon becoming aware of any alleged infringement claim or assertion by a Third Party that the Intellectual Property Rights infringe or otherwise are in violation of a Third Party’s patents or intellectual property. The Parties shall promptly enter into discussions with the Third Party to determine the existence and extent of the PATENT RIGHTS infringement and the Parties’ mutually agreed course of action. Each Party will absorb its own costs of the discussions. (b) Licensee and Licensor may agree to jointly defend or pursue litigation, but neither of them shall bind or commit the other to any course of action which involves ​ ​ liability for legal costs, expenses or damages. If Licensee and Licensor fail to agree, within a reasonable time, having regard to the normal progress of litigation, as to any course of action which might be jointly taken, then either of them may take or defend proceedings alone, if legally entitled to act alone, and shall be entitled to retain anything awarded to it by a third party and of any available evidence thereofcourt or paid to it as a settlement by the Third Party. * CONFIDENTIAL TREATMENT REQUESTED 7.2 During the term of this Agreement, LICENSEE shall have the rightWhere either Licensee or Licensor wishes to act alone or is unable to agree on a joint defence, but formalities require participation of the other, then the other shall not be obligatedjoin in the proceeding to the extent necessary for formalities. Each will cooperate with the other in making available all necessary documents and witnesses for any legal proceedings. The Party acting alone will reimburse the other for its time and all costs associated with participation in the proceedings, to prosecute at its own expense and making available of documents. If either Licensee or Licensor proceeds alone (or with the other as a formality), it shall indemnify the other for reasonable legal costs for representation that is reasonably necessary and for any court-ordered payments. Neither Licensee nor Licensor shall settle any such infringements of the PATENT RIGHTS and, in furtherance of such right, M.I.T. hereby agrees that LICENSEE may join M.I.T. as a party plaintiff in any such suit, without expense to M.I.T. The total cost of any such infringement action commenced or defended solely by LICENSEE shall be borne by LICENSEE, LICENSEE may, for such purposes, use the name of M.I.T. as party plaintiff; provided, however, that such right to bring an infringement action shall remain in effect only for so long as the license granted herein remains exclusive. No settlement, consent judgement or other voluntary final disposition of the suit may be entered into claim without the consent of M.I.T. which the other, Such consent shall not to be unreasonably be withheld. LICENSEE shall indemnify M.I.T. against any order for costs that may be made against M.I.T. in proceedings commenced and defended solely by LICENSEE. 7.3 In the event that LICENSEE (c) The Parties may negotiate with a Third Party to obtain any additional rights required such as may arise if a Third Party’s patent emerges. Each Party shall undertake the enforcement and/or defense of the PATENT RIGHTS by litigation, LICENSEE may withhold up to * of the royalties otherwise thereafter due M.I.T. hereunder and apply the same toward reimbursement of up to * of LICENSEE's expenses, including reasonable attorneys' fees, in connection therewith. 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 M.I.T. for any royalties past due or withheld and applied pursuant to this Article VII. The balance remaining from any such recovery attributable to damages for lost sales shall be divided according to the royalty percentages set forth in Section 4.1; any remaining balance shall be paid to LICENSEE. * CONFIDENTIAL TREATMENT REQUESTED 7.4 If within six (6) months after having been notified of any alleged infringement, LICENSEE shall have been unsuccessful in persuading the alleged infringer to desist and shall not have brought and shall not be diligently prosecuting an infringement action, or if LICENSEE shall notify M.I.T. at any time prior thereto of its intention not to bring suit against any alleged infringer, then, and in those events only, M.I.T. shall have the right, but shall not be obligated, to prosecute at absorb its own expense any infringement costs of the PATENT RIGHTS, and, in furtherance of such right, LICENSEE hereby agrees that M.I.T. 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 M.I.T. shall be borne by M.I.T.,negotiation.

Infringement. 7.1 LICENSEE 8.1 GENERAL will protect its PATENT RIGHTS from infringement and prosecute infringers when, in its sole judgment, such action may be reasonably necessary, proper and justified. 8.2 If NYMOX shall inform M.I.T. promptly in writing of any alleged have supplied GENERAL with written evidence demonstrating to GENERAL's reasonable satisfaction prima facie infringement of the a claim of a PATENT RIGHTS RIGHT by a third party party, NYMOX may by notice request GENERAL to take steps to protect the PATENT RIGHT, and of any available evidence thereof. * CONFIDENTIAL TREATMENT REQUESTED 7.2 During the term of this Agreement, LICENSEE unless GENERAL shall have the right, but shall not be obligated, to prosecute at its own expense any such infringements within three (3) months of the PATENT RIGHTS and, in furtherance receipt of such rightnotice either (i) cause infringement to terminate or (ii) initiate legal proceedings against the infringer, M.I.T. hereby agrees that LICENSEE may join M.I.T. as a party plaintiff NYMOX may, upon notice to GENERAL, initiate legal proceedings against the infiinger at NYMOX's expense and in any GENERAL's name if so required by law. NYMOX's reasonable and customary expenses for such suit, without expense to M.I.T. The total cost of any such infringement action commenced or defended solely by LICENSEE legal proceedings shall be borne fully creditable against royalties owed to GENERAL hereunder, provided that in no event shall any royalty payment to GENERAL be reduced by LICENSEE, LICENSEE may, for such purposes, use the name of M.I.T. as party plaintiff; provided, however, that such right to bring an infringement action shall remain in effect only for so long as the license granted herein remains exclusive. No settlement, consent judgement or other voluntary final disposition of the suit may be entered into without the consent of M.I.T. which consent shall not unreasonably be withheld. LICENSEE shall indemnify M.I.T. against any order for costs that may be made against M.I.T. in proceedings commenced and defended solely by LICENSEEmore than 50%. 7.3 8.3 In the event that LICENSEE one party shall undertake the enforcement and/or defense of the initiate or carry on legal proceedings to enforce any PATENT RIGHTS by litigation, LICENSEE may withhold up to * of the royalties otherwise thereafter due M.I.T. hereunder and apply the same toward reimbursement of up to * of LICENSEE's expenses, including reasonable attorneys' fees, in connection therewith. 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 M.I.T. for any royalties past due or withheld and applied pursuant to this Article VII. The balance remaining from any such recovery attributable to damages for lost sales shall be divided according to the royalty percentages set forth in Section 4.1; any remaining balance shall be paid to LICENSEE. * CONFIDENTIAL TREATMENT REQUESTED 7.4 If within six (6) months after having been notified of any alleged infringement, LICENSEE shall have been unsuccessful in persuading the alleged infringer to desist and shall not have brought and shall not be diligently prosecuting an infringement action, or if LICENSEE shall notify M.I.T. at any time prior thereto of its intention not to bring suit RIGHT against any alleged infringer, then, and in those events only, M.I.T. the other party shall 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, 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 shall not be obligated, to prosecute at its own expense any infringement 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 PATENT RIGHTSunreimbursed legal fees and expenses incurred by either party and then to the payment to GENES of the amount of royalties which were applied to the expense of legal proceedings in accordance with paragraph 8.2 above and then the remainder shall be divided between the parties as follows; (i) If the amount is lost profits, and, in furtherance of such right, LICENSEE hereby agrees that M.I.T. may include LICENSEE NYMOX shall receive an amount equal to the damages the court determines NYMOX has suffered as a party plaintiff in any such suit, without expense to LICENSEE. The total cost result of the infringement less the amount of any royalties that would have been due GENERAL on sales of PRODUCT lost by NYMOX as a result of the infringement had NYMOX made such infringement action commenced or defended solely sales; and (ii) GENERAL shall receive an amount equal to the royalties it would have received if such sales had been made by M.I.T. NYMOX; or (b) As to awards other than lost profits, seventy (70) percent to the party initiating such proceedings and thirty (30) percent to the other party. 8.4 For the purpose of the proceedings referred to in this paragraph 8, GENERAL and NYMOX shall permit the use of their names and shall execute such documents and carry out such other acts as may be borne by M.I.T.,necessary.

Infringement. 7.1 LICENSEE shall inform M.I.T. promptly in writing of any alleged infringement of the PATENT RIGHTS by If NetYantra becomes aware that a third party may be infringing or threatening to infringe the intellectual property rights in the Products, including, patent, copyright, trademark and trade secret rights ("Products IP Rights") within the Territory, NetYantra shall provide prompt written notice thereof to Vistula, which notice shall set forth the facts known to Vistula concerning such infringement or threatened infringement (the "Infringement Notice"). If NetYantra becomes aware that a third party may be infringing or threatening to infringe the Product IP Rights within the Territory, whether by way of any available evidence thereof. * CONFIDENTIAL TREATMENT REQUESTED 7.2 During an Infringement Notice or otherwise and the term exclusive nature of this Agreementthe appointment of Vistula as a distributor of the Products in the Territory has not been terminated pursuant to Section 2.5, LICENSEE Vistula shall have the sole and exclusive right, but shall not be obligatedthe obligation, to prosecute initiate and/or pursue legal proceedings against such third party at its own Vistula's sole expense. Any damage, cost, award fee, recovery, or compensation paid by any third party in connection with any legal proceeding initiated and/or pursued at Vistula's expense any such infringements (whether by way of the PATENT RIGHTS and, in furtherance of such right, M.I.T. hereby agrees that LICENSEE may join M.I.T. as a party plaintiff in any such suit, without expense to M.I.T. The total cost of any such infringement action commenced settlement or defended solely by LICENSEE otherwise) shall be borne retained by LICENSEE, LICENSEE may, for such purposes, use the name of M.I.T. as party plaintiff; provided, however, that such right to bring an infringement action shall remain in effect only for so long as the license granted herein remains exclusiveVistula. No settlement, consent judgement or other voluntary final disposition of the suit may be entered into without the consent of M.I.T. which consent shall not unreasonably be withheld. LICENSEE shall indemnify M.I.T. against any order for costs that may be made against M.I.T. in proceedings commenced and defended solely by LICENSEE. 7.3 In the event that LICENSEE Vistula desires to initiate or pursue, initiates or pursues any legal proceeding against a third party to enforce or protect the Product IP Rights within the Territory, NetYantra shall undertake the enforcement and/or defense of the PATENT RIGHTS fully cooperate with and supply all assistance reasonably requested by litigation, LICENSEE may withhold up to * of the royalties otherwise thereafter due M.I.T. hereunder and apply the same toward reimbursement of up to * of LICENSEE's expenses, including reasonable attorneys' fees, Vistula in connection therewith. Any recovery Vistula shall have sole and absolute control of damages by LICENSEE for any such suit the proceeding and shall be applied first in satisfaction of any unreimbursed bear all reasonable expenses and legal fees incurred by NetYantra in providing such cooperation and assistance as Vistula may reasonably request. For the purposes of LICENSEE relating to the suitthis Section 3.6, and next toward reimbursement of M.I.T. for any royalties past due or withheld and applied pursuant to this Article VII. The balance remaining from any such recovery attributable to damages for lost sales NetYantra shall only be divided according to the royalty percentages set forth in Section 4.1; any remaining balance shall be paid to LICENSEE. * CONFIDENTIAL TREATMENT REQUESTED 7.4 If within six (6) months after having been notified "aware" of any alleged infringement, LICENSEE shall have been unsuccessful in persuading the alleged infringer to desist and shall not have brought and shall not be diligently prosecuting an infringement action, or if LICENSEE shall notify M.I.T. at any time prior thereto of its intention not to bring suit against any alleged infringer, then, and in those events only, M.I.T. shall have the right, but shall not be obligated, to prosecute at its own expense any threatened infringement of the PATENT RIGHTSProduct IP Rights if any member of the senior management of NetYantra including ▇▇▇▇▇▇▇ ▇▇▇▇▇, and▇▇▇▇▇ ▇▇▇▇▇▇ and ▇▇▇▇▇ ▇▇▇▇▇ has actual knowledge of such infringement or threatened infringement of the Product IP Rights unless such member of senior management, in furtherance his or her reasonable opinion does not consider such alleged infringement or infringement constitutes actual infringement or threatened infringement of such right, LICENSEE hereby agrees that M.I.T. may include LICENSEE as a party plaintiff in any such suit, without expense to LICENSEE. The total cost the Product IP Rights for the purposes of any such infringement action commenced or defended solely by M.I.T. shall be borne by M.I.T.,this Section 3.6.

Infringement. 7.1 LICENSEE 8.1. The Parties shall inform M.I.T. promptly in writing notify each other of any alleged suspected infringement of the PATENT RIGHTS by a third party and of any available evidence thereofLicensed Patents. 8.1.1. * CONFIDENTIAL TREATMENT REQUESTED 7.2 During the term of this AgreementTerm, LICENSEE shall COMPANY shall, at its expense, have the rightright to enforce any Licensed Patents against such infringer, but and may defend any declaratory judgment action brought against it alleging the invalidity of a Licensed Patent. COMPANY agrees to defend EMORY against any counterclaim brought against it in such action. EMORY shall not be obligatedcooperate with COMPANY in such effort, to prosecute at its own expense any such infringements of the PATENT RIGHTS andCOMPANY'S expense, in furtherance of such right, M.I.T. hereby agrees that LICENSEE may join M.I.T. including being joined as a party plaintiff in to such action, if necessary. COMPANY shall reimburse EMORY for any such suitcosts incurred, without expense to M.I.T. The total cost including reasonable attorneys’ fees, as part of any such infringement action commenced or defended solely brought by LICENSEE COMPANY. 8.1.2. COMPANY shall be borne by LICENSEE, LICENSEE may, for such purposes, use the name of M.I.T. as party plaintiff; provided, however, that such right to bring an infringement action shall remain in effect only for so long as the license granted herein remains exclusive. No settlement, consent judgement not enter into any settlement or other voluntary final disposition of in any action regarding the suit may be entered into Licensed Patents without the express written consent of M.I.T. which consent shall not unreasonably be withheld. LICENSEE shall indemnify M.I.T. against any order for costs that may be made against M.I.T. in proceedings commenced and defended solely by LICENSEE. 7.3 In the event that LICENSEE shall undertake the enforcement and/or defense of the PATENT RIGHTS by litigation, LICENSEE may withhold up to * of the royalties otherwise thereafter due M.I.T. hereunder and apply the same toward reimbursement of up to * of LICENSEE's expenses, including reasonable attorneys' fees, in connection therewithEMORY. Any recovery of received for punitive or exemplary damages by LICENSEE for any such suit shall be applied first in satisfaction of shared equally between EMORY and COMPANY and any unreimbursed other recovery received which exceed the out-of-pocket costs and expenses and legal fees of LICENSEE relating to the suit, and next toward reimbursement of M.I.T. for any royalties past due or withheld and applied pursuant to this Article VII. The balance remaining from any such recovery attributable to damages for lost sales incurred by COMPANY shall be divided according deemed to be the royalty percentages set forth proceeds of Sales of Licensed Products in Section 4.1; any remaining balance shall be paid to LICENSEEthe fiscal quarter received. 8.2. * CONFIDENTIAL TREATMENT REQUESTED 7.4 If COMPANY fails, within six one hundred twenty (6120) months days after having been notified receiving notice of any alleged a potential infringement, LICENSEE shall have been unsuccessful in persuading the alleged infringer to desist and shall institute an action against such infringer, or notifies EMORY that it does not have brought and shall not be diligently prosecuting an infringement plan to institute such action, or if LICENSEE shall notify M.I.T. at any time prior thereto of its intention not to bring suit against any alleged infringer, then, and in those events only, M.I.T. then EMORY shall have the right, but shall not be obligated, right to prosecute do so at its own expense any infringement of the PATENT RIGHTS, and, expense. COMPANY shall cooperate with EMORY in furtherance of such right, LICENSEE hereby agrees that M.I.T. may include LICENSEE effort including being joined as a party plaintiff to such action if necessary. EMORY shall be entitled to retain all damages or costs awarded in any such action. Should either EMORY or COMPANY be a party to a suit under the provisions of this Article and thereafter elect to abandon such suit, without expense the abandoning party shall give timely notice to LICENSEE. The total cost the other party who may continue prosecution of any such infringement action commenced or defended solely by M.I.T. shall be borne by M.I.T.,suit.

Infringement. 7.1 LICENSEE shall inform M.I.T. promptly in writing of any alleged infringement of the PATENT RIGHTS by a third party and of any available evidence thereof. * CONFIDENTIAL TREATMENT REQUESTED 7.2 During the term of this Agreement, LICENSEE Company shall have the rightfirst right to enforce any patent within PATENT RIGHTS against any infringement or alleged infringement thereof, but and shall at all times keep JHU informed as to the status thereof. Before Company commences an action with respect to any infringement of such patents, Company shall give careful consideration to the views of JHU and to potential effects on the public interest in making its decision whether or not be obligatedto ▇▇▇. Thereafter, to prosecute Company may, at its own expense expense, institute suit against any such infringements of infringer or alleged infringer and control and defend such suit in a manner consistent with the PATENT RIGHTS andterms and provisions hereof and recover any damages, awards or settlements resulting therefrom, subject to Paragraph 4.5. If required by law, JHU shall permit action under this Section to be brought in furtherance of such rightits name, M.I.T. hereby agrees that LICENSEE may join M.I.T. including being joined as a party plaintiff in any such suitparty-plaintiff. However, without expense to M.I.T. The total cost of any such infringement action commenced or defended solely by LICENSEE shall be borne by LICENSEE, LICENSEE may, for such purposes, use the name of M.I.T. as party plaintiff; provided, however, that such right to bring an infringement action shall remain in effect only for so long as the license granted herein remains exclusive. No no settlement, consent judgement judgment or other voluntary final disposition of the suit that concedes the invalidity or unenforceability of any patent within PATENT RIGHTS may be entered into without the prior written consent of M.I.T. JHU, which consent shall not be unreasonably be withheld. LICENSEE This right to ▇▇▇ for infringement shall indemnify M.I.T. against not be used in an arbitrary or capricious manner. JHU shall reasonably cooperate in any order for costs that such litigation at Company’s expense. Company may be made against M.I.T. in proceedings commenced and defended solely by LICENSEE. 7.3 In the event that LICENSEE shall undertake the enforcement and/or defense of delegate its right to enforce the PATENT RIGHTS under this Section 4.3 to AFFILIATED COMPANIES or SUBLICENSEES, provided that such AFFILIATED COMPANIES and SUBLICENSEES agree to comply with the applicable terms of this Section 4.3. If within [*] days following a request by litigationJHU that Company take action to ▇▇▇▇▇ any commercially significant infringing activity, LICENSEE may withhold up such infringing activity has not been abated and if Company has not brought suit against the infringer or begun negotiations regarding the terms under which Company would grant a sublicense to * the infringer, then JHU may, in its sole judgment and at its own expense, take steps to enforce any patent and control, settle, and defend such suit in a manner consistent with the terms and provisions hereof, and recover, for its own account, any damages, awards or settlements resulting therefrom. However, no settlement, consent judgment or other voluntary final disposition of the royalties otherwise thereafter due M.I.T. hereunder and apply suit that concedes the same toward reimbursement of up to * of LICENSEE's expenses, including reasonable attorneys' fees, in connection therewith. Any recovery of damages by LICENSEE for any such suit shall be applied first in satisfaction invalidity or unenforceability of any unreimbursed expenses and legal fees patent within PATENT RIGHTS may be entered into without the prior written consent of LICENSEE relating to the suitCompany, and next toward reimbursement of M.I.T. for any royalties past due or withheld and applied pursuant to this Article VII. The balance remaining from any such recovery attributable to damages for lost sales shall be divided according to the royalty percentages set forth in Section 4.1; any remaining balance shall be paid to LICENSEE. * CONFIDENTIAL TREATMENT REQUESTED 7.4 If within six (6) months after having been notified of any alleged infringement, LICENSEE shall have been unsuccessful in persuading the alleged infringer to desist and shall not have brought and which consent shall not be diligently prosecuting an infringement action, or if LICENSEE shall notify M.I.T. at any time prior thereto of its intention not to bring suit against any alleged infringer, then, and in those events only, M.I.T. shall have the right, but shall not be obligated, to prosecute at its own expense any infringement of the PATENT RIGHTS, and, in furtherance of such right, LICENSEE hereby agrees that M.I.T. 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 M.I.T. shall be borne by M.I.T.,unreasonably withheld.

Infringement. 7.1 LICENSEE 6.1 PAC will protect its PATENT RIGHTS from infringement and prosecute infringers when, in its sole judgement, such action may be reasonably necessary, proper and justified. 6.2 If COMPANY shall inform M.I.T. promptly in writing of any alleged have supplied PAC with written evidence demonstrating to PAC's reasonable satisfaction prima facie infringement of the a claim of a PATENT RIGHTS RIGHT by a third party and in the LICENSE FIELDs, COMPANY may by notice request PAC to take steps to protect the PATENT RIGHT. PAC shall notify COMPANY within three (3) months of any available evidence thereof. * CONFIDENTIAL TREATMENT REQUESTED 7.2 During the term receipt of this Agreement, LICENSEE shall have the right, but shall not be obligated, such notice whether PAC intends to prosecute at the alleged infringement. If PAC notifies COMPANY that it intends to so prosecute, PAC shall, within three (three) months of its own expense any such infringements of notice to COMPANY either (i) cause infringement to terminate or (ii) initiate legal proceedings against the PATENT RIGHTS and, in furtherance of such right, M.I.T. hereby agrees infringer. In the event PAC notifies COMPANY that LICENSEE may join M.I.T. as a party plaintiff in any such suit, without expense PAC does not intend to M.I.T. The total cost of any such prosecute said infringement action commenced or defended solely by LICENSEE shall be borne by LICENSEE, LICENSEE COMPANY may, for such purposesupon notice to PAC, use initiate legal proceedings against the infringer at COMPANY's expense and in PAC's name of M.I.T. as party plaintiff; provided, however, that such right to bring an infringement action shall remain in effect only for if so long as the license granted herein remains exclusiverequired by law. No settlement, consent judgement judgment or other voluntary final disposition of the suit which invalidates or restricts the claims of such PATENT RIGHTS may be entered into without the consent of M.I.T. PAC, which consent shall not unreasonably be unreasonable withheld. LICENSEE COMPANY shall indemnify M.I.T. PAC against any order for costs payment that may be made against M.I.T. PAC in proceedings commenced and defended solely by LICENSEEsuch proceedings. 7.3 6.3 In the event one party shall initiate or carry on legal proceedings to enforce any PATENT RIGHT against any alleged infringer in the LICENSE FIELDs, the other party shall 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 LICENSEE suit and shall undertake bear the enforcement and/or defense of the PATENT RIGHTS reasonable expenses (excluding legal fees) incurred by litigation, LICENSEE may withhold up to * of the royalties otherwise thereafter due M.I.T. hereunder said other party in providing such assistance and apply the same toward reimbursement of up to * of LICENSEE's expenses, including reasonable attorneys' fees, in connection therewith. 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 M.I.T. for any royalties past due or withheld and applied cooperation as is requested pursuant to this Article VIIparagraph. The balance remaining from any party initiating or carrying on such recovery attributable legal proceedings shall keep the other party informed of the progress of such proceedings and said other party shall be entitled to damages for lost sales 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 according between the parties as follows: (a) (i) If the amount is based on lost profits, COMPANY shall receive an amount equal to the royalty percentages set forth in Section 4.1; any remaining balance shall be paid to LICENSEE. * CONFIDENTIAL TREATMENT REQUESTED 7.4 If within six (6) months after having been notified damages the court determines COMPANY has suffered as a result of the infringement less the amount of any alleged infringement, LICENSEE shall royalties that would have been unsuccessful in persuading the alleged infringer to desist and shall not have brought and shall not be diligently prosecuting an infringement action, or if LICENSEE shall notify M.I.T. at any time prior thereto due PAC on sales of its intention not to bring suit against any alleged infringer, then, and in those events only, M.I.T. shall have the right, but shall not be obligated, to prosecute at its own expense any infringement LICENSED PRODUCT lost by COMPANY as a result of the PATENT RIGHTS, infringement had COMPANY made such sales; and, in furtherance of such right, LICENSEE hereby agrees that M.I.T. 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 M.I.T. shall be borne by M.I.T.,

Infringement. 7.1 GENERAL will protect its interests in LICENSED PATENTS from infringement and prosecute infringement when, in its judgment, such action may be reasonably necessary, proper and justified. LICENSEE (or its SUBLICENSEE) shall inform M.I.T. promptly also have the right to bring and litigate in writing its own name (or jointly in the names of any alleged LICENSEE and the GENERAL, if required by law) such suits for infringement of the LICENSED PATENTS as LICENSEE or its SUBLICENSEE sees fit in its discretion. 7.2 If GENERAL shall have supplied LICENSEE with written evidence demonstrating to LICENSEE's reasonable satisfaction prima facie infringement of a claim of a LICENSED PATENT RIGHTS by a third party and party, GENERAL may by notice request LICENSEE to take steps to protect the LICENSED PATENT. LICENSEE shall notify GENERAL within three (3) months of any available evidence thereofthe receipt of such notice whether LICENSEE intends to prosecute the alleged infringement. * CONFIDENTIAL TREATMENT REQUESTED 7.2 During the term of this AgreementIf LICENSEE notifies GENERAL that it intends to so prosecute, LICENSEE shall have shall, within three (3) months of its notice to GENERAL either (i) cause infringement to terminate or (ii) initiate legal proceedings against the right, but shall infringer. In the event LICENSEE notifies GENERAL that LICENSEE does not be obligated, intend to prosecute at its own expense any such infringements of the PATENT RIGHTS andsaid infringement or fails to initiate legal proceedings within said three month period, in furtherance of such rightGENERAL may, M.I.T. hereby agrees that LICENSEE may join M.I.T. as a party plaintiff in any such suit, without expense upon notice to M.I.T. The total cost of any such infringement action commenced or defended solely by LICENSEE shall be borne by LICENSEE, LICENSEE may, for such purposes, use initiate legal proceedings against the infringer at GENERAL's expense and in LICENSEE's name of M.I.T. as party plaintiff; provided, however, that such right to bring an infringement action shall remain in effect only for if so long as the license granted herein remains exclusiverequired by law. No settlement, consent judgement judgment or other voluntary final disposition of the suit which invalidates or restricts the claims of such PATENT RIGHTS may be entered into without the consent of M.I.T. GENERAL, which consent shall not be unreasonably be withheld. LICENSEE COMPANY shall indemnify M.I.T. GENERAL against any order for costs payment that may be made against M.I.T. GENERAL in proceedings commenced and defended solely such proceedings, so long as such order does not result from any malfeasance by LICENSEEGENERAL. 7.3 In 7.4 For the event that purpose of the proceedings referred to in this Article 7, the GENERAL and LICENSEE shall undertake permit the enforcement and/or defense use of their names and shall execute such documents and carry out such other acts as may be necessary. The party initiating or carrying on such legal proceedings shall keep the other party informed of the PATENT RIGHTS by litigation, LICENSEE may withhold up to * progress of the royalties otherwise thereafter due M.I.T. hereunder such proceedings and apply the same toward reimbursement of up to * of LICENSEE's expenses, including reasonable attorneys' fees, in connection therewith. Any recovery of damages by LICENSEE for any such suit said other party shall be applied first entitled to counsel in satisfaction of any unreimbursed expenses and legal fees of LICENSEE relating to the suit, and next toward reimbursement of M.I.T. for any royalties past due or withheld and applied pursuant to this Article VII. The balance remaining from any such recovery attributable to damages for lost sales shall be divided according to the royalty percentages set forth in Section 4.1; any remaining balance shall be paid to LICENSEE. * CONFIDENTIAL TREATMENT REQUESTED 7.4 If within six (6) months after having been notified of any alleged infringement, LICENSEE shall have been unsuccessful in persuading the alleged infringer to desist and shall not have brought and shall not be diligently prosecuting an infringement action, or if LICENSEE shall notify M.I.T. at any time prior thereto of its intention not to bring suit against any alleged infringer, then, and in those events only, M.I.T. shall have the right, proceedings but shall not be obligated, to prosecute at its own expense expense, said reasonable expenses to be off-set against any infringement of damages received by the PATENT RIGHTS, and, party bringing suit in furtherance of such right, LICENSEE hereby agrees that M.I.T. 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 M.I.T. shall be borne by M.I.T.,accordance with the foregoing paragraph 7.3. 7.5 Confidential information omitted and filed separately with the Commission.

Infringement. 7.1 LICENSEE 7.1. Each party shall inform M.I.T. the other promptly in writing of any alleged infringement of the PATENT RIGHTS by a third party and of any available evidence thereof. 7.2. * CONFIDENTIAL TREATMENT REQUESTED 7.2 During the term of this Agreement, LICENSEE TEPHA shall have the right, but shall not be obligated, to prosecute at its own expense any such all infringements of the PATENT RIGHTS in the FIELD OF USE and, in furtherance of such right, M.I.T. METABOLIX * CONFIDENTIAL TREATMENT REQUESTED hereby agrees that LICENSEE TEPHA may join M.I.T. METABOLIX as a party plaintiff in any such suit, without expense to M.I.T. METABOLIX. The total cost of any such infringement action commenced or defended solely by LICENSEE TEPHA shall be borne by LICENSEE, LICENSEE may, for such purposes, use TEPHA. In the name of M.I.T. as party plaintiff; provided, however, event that such TEPHA shall have exercised its right to bring an infringement action, TEPHA shall be responsible for defending against any counterclaims alleging invalidity or unenforceability of a PATENT RIGHT and for prosecuting the action shall remain in effect only for so long as the license granted herein remains exclusive. No settlement, consent judgement through to settlement or other voluntary final disposition of the suit may be entered into without the consent of M.I.T. which consent shall not unreasonably be withhelddisposition. LICENSEE shall indemnify M.I.T. against any order for costs that may be made against M.I.T. in proceedings commenced and defended solely by LICENSEE*. 7.3 In the event that LICENSEE shall undertake the enforcement and/or defense of the PATENT RIGHTS by litigation, LICENSEE may withhold up to * of the royalties otherwise thereafter due M.I.T. hereunder and apply the same toward reimbursement of up to * of LICENSEE's expenses, including reasonable attorneys' fees, in connection therewith7.3. 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 M.I.T. for any royalties past due or withheld and applied pursuant to this Article VII. The balance remaining from any such recovery attributable to damages for lost sales shall be divided according to the royalty percentages set forth in Section 4.1; any remaining balance shall be paid to LICENSEE. * CONFIDENTIAL TREATMENT REQUESTED 7.4 If within six (6) months after having been notified of any alleged infringement, LICENSEE TEPHA shall have been unsuccessful in persuading the alleged infringer to desist and shall not have brought and shall not be diligently prosecuting an infringement action, or if LICENSEE TEPHA shall notify M.I.T. METABOLIX at any time prior thereto of its intention not to bring suit against any alleged infringer, then, and in those events events, only, M.I.T. METABOLIX shall have the right, but shall not be obligated, to prosecute at its own expense any infringement of the PATENT RIGHTS, and, PATENTS RIGHTS in the FIELD of USE. In furtherance of such right, LICENSEE TEPHA hereby agrees that M.I.T. METABOLIX may include LICENSEE TEPHA as a party plaintiff in any such suit, without expense to LICENSEETEPHA. The total cost of any such infringement action commenced or defended solely by M.I.T. METABOLIX shall be borne by M.I.T.,METABOLIX, and METABOLIX shall be responsible for defending against any counterclaims alleging invalidity or unenforceability of a PATENT RIGHT. 7.4. Any recovery of damages by the prosecuting party for any such suit shall be applied first in satisfaction of any unreimbursed expenses and legal fees of such party relating to the suit, and next toward reimbursement of METABOLIX for any royalties past due or withheld and applied pursuant to Paragraph 7.2, if applicable. *. 7.5. In the event of the institution of any suit by a third party against METABOLIX, TEPHA or its sublicensees for patent infringment involving the PATENT RIGHTS in the FIELD OF USE, the party sued shall promptly notify the other party in writing. TEPHA shall have the right, but not the obligation, to defend such suit at its own expense. If TEPHA shall elect not to defend, TEPHA shall * CONFIDENTIAL TREATMENT REQUESTED promptly notify METABOLIX. METABOLIX shall have the right, but not the obligation, to defend such suit at its expense. 7.6. If TEPHA shall exercise its rights pursuant to Section 7.5 to defend the PATENT RIGHTS, *: 7.6.1. If the enforceability of all material claims in such PATENT RIGHT claiming the LICENSED PRODUCT or PROCESS is upheld by a court or other legal or administrative tribunal from which no appeal is or can be taken, * or 7.6.2. If one or more claims in such PATENT RIGHT covering the LICENSED PRODUCT or PROCESS shall be held to be invalid or otherwise unenforceable by a court or other legal or administrative tribunal in any country from which no appeal is or can be taken or the scope thereof is modified and, as a result such PATENT RIGHT no longer offers substantial protection to a LICENSED PRODUCT or PROCESS in such country, *. 7.7. In any suit as either party may institute to enforce or defend 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 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. The parties shall keep one another informed of the status of and of their respective activities regarding any litigation or settlement thereof concerning the PATENT RIGHTS in the FIELD of USE or LICENSED PRODUCTS or PROCESSES ; provided, however, that no settlement or consent judgement or other voluntary final disposition of any suit defended or action brought by a party pursuant to this Article 7 may be entered into without the consent of the other party, such consent not to be unreasonably withheld or delayed. As to the MIT PATENT RIGHTS, no settlement, consent judgement or other voluntary final disposition of the suit may be entered into without the consent of MIT which consent shall not unreasonably be withheld. TEPHA shall indemnify MIT against any order for * CONFIDENTIAL TREATMENT REQUESTED costs that may be made against MIT in proceedings commenced and defended solely by TEPHA. 7.8. TEPHA, during the period of this Agreement, shall have the sole right in accordance with the terms and conditions herein to sublicense any alleged infringer for future use of the PATENT RIGHTS in the FIELD OF USE.

Infringement. 7.1 LICENSEE 8.1. Each party to this Agreement shall inform M.I.T. promptly in writing notify the other of any alleged material infringement of Licensed Product Patents or Alternative Product Patents or misappropriation of Licensed Product Technology or Alternative Product Technology of which it becomes aware within the PATENT RIGHTS by a third party Territory, and of shall provide the other with any available evidence thereof. * CONFIDENTIAL TREATMENT REQUESTED 7.2 During the term of this Agreement, LICENSEE ImClone shall have the right, but shall not be obligatedthe obligation, to prosecute at its own expense bring, defend and maintain any such infringements of the PATENT RIGHTS and, in furtherance of such right, M.I.T. hereby agrees that LICENSEE may join M.I.T. as a party plaintiff in any such appropriate suit, without expense to M.I.T. The total cost of action or proceeding involving any such infringement action commenced or defended solely by LICENSEE (an "Infringement Action"). ImClone shall be borne by LICENSEEgive Merck notice of its intention to commence any such Infringement Action and Merck may at any time elect to participate in such Infringement Action in accordance with Section 8.2. ***Confidential Treatment Requested 8.2. In an Infringement Action brought in accordance with Section 8.1(a), LICENSEE mayMerck shall, upon the reasonable request of ImClone, cooperate with and assist ImClone by, for example, executing all papers and performing such purposesother acts as reasonably may be required and, use at its option, may be represented by counsel of its choice at Merck's expense. Should ImClone lack standing or jurisdiction to bring any Infringement Action, Merck shall do so at ImClone's request, at ImClone's expense. 8.3. Subject to the name right of M.I.T. as party plaintiffMerck to be represented by counsel of its choice, ImClone shall have the exclusive right to control any Infringement Action brought, defended or maintained by ImClone pursuant to this Section 8.3 or by Merck pursuant to the last sentence of Section 8.2; provided, however, that ImClone may not, without the prior written consent of Merck (which consent may not be unreasonably withheld), enter into any agreement or other arrangement effecting a settlement of such Infringement Action. 8.4. Subject to Section 8.5 hereof, any damages collected pursuant to this Article VIII (whether by judgment or settlement) first shall be applied to reimburse the parties for their respective litigation expenses. If the damages are insufficient to reimburse both parties for such litigation expenses, the parties shall receive reimbursement pro rata. Any remaining amounts of damages shall be justly and equitably distributed between the parties in order to reflect the relative benefits, as reflected in the royalties provisions set forth in Section 4.2 hereof, the parties would have received hereunder but for the infringement or misappropriation that was the subject of the Infringement Action. 8.5. If Merck shall have given notice of a material infringement of Licensed Product Patents or Alternative Product Patents in accordance with Section 8.1, and ImClone shall have failed to bring such an Infringement Action within thirty (30) calendar days of receiving such notice, Merck, at Merck's expense, shall have the right to bring and maintain an infringement action shall remain in effect only for so long as the license granted herein remains exclusive. No settlementInfringement Action; provided, consent judgement or other voluntary final disposition of the suit however, that Merck may be entered into not, without the prior written consent of M.I.T. ImClone, which consent shall not be unreasonably be withheld. LICENSEE shall indemnify M.I.T. against , enter into any order for costs that may be made against M.I.T. in proceedings commenced and defended solely by LICENSEE. 7.3 In the event that LICENSEE shall undertake the enforcement and/or defense of the PATENT RIGHTS by litigation, LICENSEE may withhold up to * of the royalties otherwise thereafter due M.I.T. hereunder and apply the same toward reimbursement of up to * of LICENSEE's expenses, including reasonable attorneys' fees, in connection therewith. 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 M.I.T. for any royalties past due agreement or withheld and applied pursuant to this Article VII. The balance remaining from any such recovery attributable to damages for lost sales shall be divided according to the royalty percentages set forth in Section 4.1; any remaining balance shall be paid to LICENSEE. * CONFIDENTIAL TREATMENT REQUESTED 7.4 If within six (6) months after having been notified of any alleged infringement, LICENSEE shall have been unsuccessful in persuading the alleged infringer to desist and shall not have brought and shall not be diligently prosecuting an infringement action, or if LICENSEE shall notify M.I.T. at any time prior thereto of its intention not to bring suit against any alleged infringer, then, and in those events only, M.I.T. shall have the right, but shall not be obligated, to prosecute at its own expense any infringement of the PATENT RIGHTS, and, in furtherance other arrangement effecting a settlement of such right, LICENSEE hereby agrees that M.I.T. 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 M.I.T. shall be borne by M.I.T.,Infringement ***Confidential Treatment Requested

Infringement. 7.1 LICENSEE shall Each of the EPMG Group and E & R will inform M.I.T. the other promptly in writing of any alleged infringement of the PATENT RIGHTS Software by a third party and of any available evidence thereof. * CONFIDENTIAL TREATMENT REQUESTED 7.2 During E & R shall have the term first right, but not the obligation, to enforce any rights held by it in the Software against such infringement, at its own expense and by any means appropriate, including filing suit or by obtaining a settlement. Any recovery received by E & R pursuant to such suit or action shall be retained by E & R. If, within 90 days after having been notified of this Agreementan alleged infringement, LICENSEE shall or any such shorter period if necessary to avoid materially prejudicing EPMG's rights with respect to any response to such alleged infringement, E & R has not brought, or no longer is diligently prosecuting, an infringement action against such infringement, and has not otherwise caused the infringement to cease (such as by settlement or grant of a sublicense), or if E & R notifies EPMG at any time prior thereto of its intention not to bring or continue suit against any alleged infringer, then (and only under such circumstances) EPMG will have the right, but shall will not be obligated, to prosecute at its own expense any action with respect to such infringements infringement of the PATENT RIGHTS andSoftware. If EPMG brings such an infringement action, E & R will have the right to participate in furtherance of such right, M.I.T. hereby agrees that LICENSEE may join M.I.T. as a party plaintiff in any such suit, without expense to M.I.T. The total cost of any such infringement action commenced or defended solely by LICENSEE shall be borne by LICENSEE, LICENSEE may, for such purposes, use the name of M.I.T. as party plaintiffat its own expense; provided, however, that such right to bring an infringement action shall remain in effect only for so long as the license granted herein remains exclusive. No regardless of E & R's participation, no settlement, consent judgement judgment or other voluntary final disposition of the suit or action may be entered into without the consent of M.I.T. which consent shall not unreasonably be withheld. LICENSEE shall indemnify M.I.T. against any order for costs that may be made against M.I.T. in proceedings commenced negatively and defended solely by LICENSEE. 7.3 In the event that LICENSEE shall undertake the enforcement and/or defense materially affects E & R's use of the PATENT RIGHTS by litigation, LICENSEE may withhold up to * of the royalties otherwise thereafter due M.I.T. hereunder and apply the same toward reimbursement of up to * of LICENSEESoftware without E & R's expenses, including reasonable attorneys' fees, in connection therewithprior written consent. Any recovery of damages received by LICENSEE for any EPMG pursuant to such suit an action shall be applied first used to reimburse EPMG and E & R (if it participates in satisfaction the suit or action), pari passu, for their costs and expenses of any unreimbursed expenses and legal fees of LICENSEE relating to the suitaction, and next toward reimbursement of M.I.T. for any royalties past due or withheld and applied pursuant to this Article VII. The balance remaining from any such recovery attributable to damages for lost sales shall be divided according to the royalty percentages set forth in Section 4.1; any remaining balance shall be paid to LICENSEE. * CONFIDENTIAL TREATMENT REQUESTED 7.4 If within six (6) months after having been notified of retained 75% by EPMG and 25% by E & R. In any alleged infringement, LICENSEE shall have been unsuccessful in persuading the alleged infringer to desist and shall not have brought and shall not be diligently prosecuting an infringement suit or action, the other party not defending or if LICENSEE shall notify M.I.T. bringing such suit or action will, at any time prior thereto the request and expense of its intention not to bring the party initiating or defending such suit against any alleged infringeror action, then, and cooperate in those events only, M.I.T. shall have the right, but shall not be obligatedall respects and, to prosecute at the extent possible, have its own expense any infringement of employees testify when requested and make available relevant records, papers, information, samples, specimens and the PATENT RIGHTS, and, in furtherance of such right, LICENSEE hereby agrees that M.I.T. 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 M.I.T. shall be borne by M.I.T.,like.

Infringement. 7.1 LICENSEE shall inform M.I.T. promptly in writing of any alleged infringement of the PATENT RIGHTS by a third party and of any available evidence thereof. * CONFIDENTIAL TREATMENT REQUESTED. 7.2 During the term of this Agreement, LICENSEE shall have the right, but shall not be obligated, to prosecute at its own expense any such infringements of the PATENT RIGHTS and, in furtherance of such right, M.I.T. hereby agrees that LICENSEE may join M.I.T. as a party plaintiff in any such suit, without expense to M.I.T. The total cost of any such infringement action commenced or defended solely by LICENSEE shall be borne by LICENSEE, LICENSEE may, for such purposes, use the name of M.I.T. as party plaintiff; provided, however, that such right to bring an infringement action shall remain in effect only for so long as the license granted herein remains exclusive. No settlement, consent judgement or other voluntary final disposition of the suit may be entered into without the consent of M.I.T. which consent shall not unreasonably be withheld. LICENSEE shall indemnify M.I.T. against any order for costs that may be made against M.I.T. in proceedings commenced and defended solely by LICENSEE.. * CONFIDENTIAL TREATMENT REQUESTED 7.3 In the event that LICENSEE shall undertake the enforcement and/or defense of the PATENT RIGHTS by litigation, LICENSEE may withhold up to * of the royalties otherwise thereafter due M.I.T. hereunder and apply the same toward reimbursement of up to * of LICENSEE's expenses, including reasonable attorneys' fees, in connection therewith. 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 M.I.T. for any royalties past due or withheld and applied pursuant to this Article VII. The balance remaining from any such recovery attributable to damages for lost sales shall be divided according to the royalty percentages set forth in Section 4.1; any remaining balance shall be paid to LICENSEE. * CONFIDENTIAL TREATMENT REQUESTED. 7.4 If within six (6) months after having been notified of any alleged infringement, LICENSEE shall have been unsuccessful in persuading the alleged infringer to desist and shall not have brought and shall not be diligently prosecuting an infringement action, or if LICENSEE shall notify M.I.T. at any time prior thereto of its intention not to bring suit against any alleged infringer, then, and in those events only, M.I.T. shall have the right, but shall not be obligated, to prosecute at its own expense any infringement of the PATENT RIGHTS, and, in furtherance of such right, LICENSEE hereby agrees that M.I.T. 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 M.I.T. shall be borne by M.I.T.,, and M.I.T. shall keep any recovery or damages for past infringement derived therefrom. 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, M.I.T., at * CONFIDENTIAL TREATMENT REQUESTED 11 its option, shall have the right, within sixty (60) days after commencement of such action, to join in the defense of the action at its own expense. 7.6 In any infringement suit as either party may institute to enforce the PATENT RIGHTS pursuant to this Agreement, the other party hereto shall, at the request and expense 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. 7.7 LICENSEE, during the period of this Agreement, shall have the sole right in accordance with the terms and conditions herein to sublicense any alleged infringer for future use of the PATENT RIGHTS.

Infringement. 7.1 LICENSEE Licensor and Licensee shall inform M.I.T. promptly in writing of report to the other any alleged infringement of the PATENT RIGHTS information which comes to its attention concerning any use by a third party of Licensed Technology which might amount to an infringement thereof. If the infringement constitutes a substantial and actionable infringement of any available evidence thereofof the Licensed Technology, Licensee shall, at its expense, within ninety (90) days initiate action through competent legal counsel reasonably satisfactory to Licensor to terminate or ▇▇▇▇▇ such activity unless Licensee shall reasonably determine that the anticipated costs of prosecuting such action outweigh the anticipated economic benefits to Licensor and Licensee. * CONFIDENTIAL TREATMENT REQUESTED 7.2 During the term of this Agreement, LICENSEE If Licensee shall have the right, but shall not be obligated, for any reason fail or refuse to prosecute or continue prosecution of such action, it shall promptly notify Licensor, who may elect to institute or continue such action at its own Licensee's expense (unless such refusal or failure was wrongful, in which case such costs and expenses shall be for the account of Licensor). Each party shall cooperate with the other and the prosecuting party shall keep the other party apprised of the status of the proceeding and shall allow such other party to participate in such proceedings at such person's expense, including, in the case of Licensor, Licensor's right to participate as a party. In no event shall the party prosecuting the action settle any such infringements of the PATENT RIGHTS and, in furtherance of such right, M.I.T. hereby agrees that LICENSEE may join M.I.T. as a party plaintiff in any such suit, without expense to M.I.T. The total cost of any such infringement action commenced or defended solely by LICENSEE shall be borne by LICENSEE, LICENSEE may, for such purposes, use the name of M.I.T. as party plaintiff; provided, however, that such right to bring an infringement action shall remain in effect only for so long as the license granted herein remains exclusive. No settlement, consent judgement or other voluntary final disposition of the suit may be entered into without the consent of M.I.T. the other party hereto, which consent will not be unreasonably withheld or delayed. If such action shall not unreasonably be withheld. LICENSEE shall indemnify M.I.T. against any order for costs that may be made against M.I.T. in proceedings have been both commenced and defended solely prosecuted by LICENSEE. 7.3 Licensee, any judgment, award or settlement obtained as a result of such proceeding shall be allocated as follows: (i) first, to costs and ----- attorneys' fees incurred by Licensee in connection with the prosecution of such limitation; (ii) second, ninety-six percent (96%) of the remainder to Licensee ------ and four percent (4%) of the remainder to Licensor; Provided, however, if a -------- ------- portion of the judgment, settlement or award is reasonably identifiable or identified as representing lost revenues of Licensee, the proceeds of such judgment, settlement or award (after deducting attorneys' fees and costs) shall be allocated (y) first, ninety-six percent (96%) to Licensee, and four percent ----- (4%) to Licensor to the extent such proceeds represent lost revenues, and (z) second, the balance being divided equally between Licensee and Licensor. ------ Licensee shall utilize reasonable efforts to obtain an allocation of lost revenues in any proceeding or settlement thereof. In the event that LICENSEE Licensee shall undertake the enforcement and/or defense fail or refuse for any reason to prosecute any action under this Paragraph 9, in addition to any right or remedy to which Licensor may be entitled, one hundred percent (100%) of the PATENT RIGHTS by litigationproceeds of any judgment, LICENSEE may withhold up to * of the royalties otherwise thereafter due M.I.T. hereunder and apply the same toward reimbursement of up to * of LICENSEE's expenses, including reasonable attorneys' fees, in connection therewith. Any recovery of damages by LICENSEE for any such suit settlement or award shall be applied first in satisfaction of any unreimbursed expenses and legal fees of LICENSEE relating to the suit, and next toward reimbursement of M.I.T. for any royalties past due or withheld and applied pursuant to this Article VII. The balance remaining from any such recovery attributable to damages for lost sales shall be divided according to the royalty percentages set forth in Section 4.1; any remaining balance shall be paid to LICENSEE. * CONFIDENTIAL TREATMENT REQUESTED 7.4 If within six (6) months after having been notified of any alleged infringement, LICENSEE shall have been unsuccessful in persuading the alleged infringer to desist and shall not have brought and shall not be diligently prosecuting an infringement action, or if LICENSEE shall notify M.I.T. at any time prior thereto of its intention not to bring suit against any alleged infringer, then, and in those events only, M.I.T. shall have the right, but shall not be obligated, to prosecute at its own expense any infringement of the PATENT RIGHTS, and, in furtherance of such right, LICENSEE hereby agrees that M.I.T. 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 retained by M.I.T. shall be borne by M.I.T.,Licensor.

Infringement. 7.1 LICENSEE shall inform M.I.T. promptly in writing of any alleged infringement of the PATENT RIGHTS by (a) If a third party and makes, uses or sells a XENOGRAFT PRODUCT that infringes any of any available evidence thereof. * CONFIDENTIAL TREATMENT REQUESTED 7.2 During the term of this AgreementNOVARTIS PATENTS under which LOXO is licensed, LICENSEE LOXO shall have the rightright and option but not the obligation to bring an action for infringement, but shall not be obligated, to prosecute at its own expense any sole expense, against such infringements third party in the name of LOXO, and to join the owner of the NOVARTIS PATENT RIGHTS and, in furtherance of such right, M.I.T. hereby agrees that LICENSEE may join M.I.T. as a party plaintiff in any such suit, without expense to M.I.T. The total cost if required. LOXO shall promptly notify NOVARTIS of any such infringement and shall keep NOVARTIS informed as to the prosecution of any action commenced or defended solely by LICENSEE shall be borne by LICENSEE, LICENSEE may, for such purposes, use the name of M.I.T. as party plaintiff; provided, however, that such right to bring an infringement and shall not institute any infringement action shall remain in effect only for so long as the license granted herein remains exclusivewithout providing NOVARTIS with thirty (30) days prior written notice. No settlement, consent judgement judgment or other voluntary final disposition of the suit may be entered into without the consent of M.I.T. NOVARTIS, which consent shall not unreasonably be withheld. LICENSEE shall indemnify M.I.T. against any order for costs that may be made against M.I.T. in proceedings commenced The rights granted under this Section 7.1 are subject to the terms and defended solely by LICENSEE. 7.3 In the event that LICENSEE shall undertake the enforcement and/or defense conditions of the PATENT RIGHTS by litigation, LICENSEE may withhold up THIRD PARTY AGREEMENTS with respect to * of the royalties otherwise thereafter due M.I.T. hereunder and apply the same toward reimbursement of up to * of LICENSEE's expenses, including reasonable attorneys' fees, in connection therewithNOVARTIS PATENTS licensed under THIRD PARTY AGREEMENTS. Any recovery of damages by LICENSEE LOXO 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 M.I.T. for any royalties past due or withheld and applied pursuant to this Article VIIobligations under THIRD PARTY AGREEMENTS. The balance balance, if any, remaining from any such recovery attributable to damages for lost sales shall be divided according retained by LOXO. 7.2. In the event that LOXO elects not to pursue an action for infringement pursuant to Section 7.1, or does not do so within sixty (60) days after written notice by NOVARTIS that an unlicensed third party is an infringer of a NOVARTIS PATENT licensed to LOXO, NOVARTIS or its licensor(s) shall have the right and option, but not the obligation at its cost and expense to initiate infringement litigation and to retain any recovered damages. 7.3. In any infringement suit either PARTY may institute to enforce the NOVARTIS PATENTS 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 royalty percentages set forth extent possible, have its employees testify when requested and make available relevant records, papers, information, samples, specimens, and the like. All reasonable out-of-pocket costs of the other PARTY incurred in Section 4.1; any remaining balance connection with rendering such cooperation shall be paid to LICENSEEby the requesting PARTY. 7.4. * CONFIDENTIAL TREATMENT REQUESTED 7.4 If within six (6) months after having been notified In the event of the institution of any alleged infringementsuit by a third party against LOXO, LICENSEE its AFFILIATES or their licensees involving the manufacture, use, sale, distribution or marketing of any XENOGRAFT PRODUCT in the TERRITORY, LOXO shall promptly notify NOVARTIS in writing of such suit. During the pendency of such action, all royalties due hereunder shall continue to be paid by LOXO. LOXO shall have been unsuccessful in persuading full responsibility for the alleged infringer to desist and shall not have brought and shall not be diligently prosecuting an infringement actionpayment of any award for damages, or if LICENSEE shall notify M.I.T. at any time prior thereto of its intention not amount due pursuant to bring suit against any alleged infringer, then, and in those events only, M.I.T. shall have the right, but shall not be obligated, to prosecute at its own expense settlement entered into by LOXO with such third party. 7.5. In any infringement suit either PARTY may institute to enforce patents pursuant to this Agreement, the other PARTY hereto shall, at the request of the PATENT RIGHTS, and, in furtherance of such right, LICENSEE hereby agrees that M.I.T. may include LICENSEE as a party plaintiff in any PARTY initiating such suit, without expense cooperate in all respects and, to LICENSEEthe extent possible, have its employees testify when requested and make available relevant records, papers, information, samples, specimens, and the like. The total cost All reasonable out-of-pocket costs of the other PARTY incurred in connection with rendering such cooperation shall be paid by the requesting PARTY. In addition, such PARTY shall keep the other PARTY advised of any such infringement action commenced or defended solely by M.I.T. shall be borne by M.I.T.,litigation.

Infringement. 7.1 LICENSEE Either Party shall promptly inform M.I.T. promptly the other Party in writing of any alleged infringement of the PATENT RIGHTS Patent Rights by a third party and of shall provide the other Party with any available evidence thereof. * CONFIDENTIAL TREATMENT REQUESTEDNeither Party shall notify a third party of the infringement of Patent Rights without first consulting with the other Party. Both Parties shall use reasonable efforts and cooperation to terminate infringement without litigation. 7.2 During the term of this AgreementTerm, LICENSEE Licensee shall have the first right, but shall not be obligatedthe obligation, to prosecute at its own expense any such all infringements of the PATENT RIGHTS Patent Rights and, in furtherance of such right, M.I.T. Foundation hereby agrees that LICENSEE Licensee may join M.I.T. include Foundation as a party plaintiff in any such suit, without expense to M.I.T. The total cost of any such infringement action commenced or defended solely by LICENSEE shall be borne by LICENSEE, LICENSEE may, for such purposes, use the name of M.I.T. as party plaintiff; Foundation provided, however, that such right to bring such an infringement action shall remain in effect only for so long as the license granted herein remains exclusive. The total cost of any such infringement action commenced or defended solely by Licensee shall be borne by Licensee. No settlement, consent judgement judgment or other voluntary final disposition of the suit may be entered into without the consent of M.I.T. Foundation, which consent shall not unreasonably be withheld. LICENSEE Licensee shall indemnify M.I.T. Foundation against any order for costs that may be made against M.I.T. Foundation in proceedings commenced and defended solely by LICENSEEsuch proceedings. 7.3 In the event that LICENSEE Licensee shall undertake the enforcement and/or defense of the PATENT RIGHTS Patent Rights by litigation, LICENSEE Licensee may withhold up to * fifty percent (50%) of the royalties payments otherwise thereafter due M.I.T. hereunder Foundation under Article 4 herein and apply the same toward reimbursement of up to * half of LICENSEE's Licensee’s third-party litigation expenses, including reasonable attorneys' ’ fees, in connection therewith. Any recovery of damages by LICENSEE Licensee for any each such suit shall be applied first in satisfaction of any unreimbursed expenses and legal fees of LICENSEE Licensee relating to the such suit, and next toward reimbursement of M.I.T. Foundation for any royalties payments under Article 4 past due or withheld and applied pursuant to this Article VII7. The Licensee shall receive sixty percent (60%), and Foundation shall receive forty percent (40%) of the balance remaining from of any such recovery attributable to damages for lost sales shall be divided according to recovery, damages, or settlement proceeds after the royalty percentages set forth in Section 4.1; any remaining balance shall be paid to LICENSEE. * CONFIDENTIAL TREATMENT REQUESTEDforegoing allocation is performed. 7.4 If within six (6) months after having been notified of any alleged infringement, LICENSEE Licensee shall have been unsuccessful in persuading the alleged infringer to desist and shall not have brought and shall not be diligently prosecuting an infringement action, or if LICENSEE Licensee shall notify M.I.T. Foundation at any time prior thereto of its intention not to bring suit against any alleged infringer, infringer then, and in those events only, M.I.T. Foundation shall have the right, but shall not be obligated, to prosecute at its own expense any infringement of the PATENT RIGHTSPatent Rights, andand Foundation may, for such purposes, use the name of Licensee as party plaintiff. 7.5 In the event that Foundation shall undertake enforcement and/or defense of the Patent Rights litigation, any recovery, damages or settlement derived from such action shall be applied first in furtherance satisfaction of any unreimbursed expenses and legal fees of Foundation. Foundation shall receive sixty percent (60%), and Licensee shall receive forty percent (40%) of the balance of any recovery, damages, or settlement proceeds after the foregoing allocation is performed. 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, Foundation, at its option, shall have the right, within thirty (30) days after commencement of such rightaction, LICENSEE hereby agrees to intervene and take over the sole defense of the action at its own expense, provided that M.I.T. Foundation consults with and keeps Licensee promptly informed regarding such declaratory judgment action. 7.7 In any infringement suit as either Party may include LICENSEE as a party plaintiff in any institute to enforce the Patent Rights pursuant to this Agreement, the other Party hereto shall, at the request and expense of the Party initiating such suit, without expense cooperate in all respects and, to LICENSEEthe extent possible, have its employees (and employees of University) testify when requested and make available relevant records, papers, information, samples, specimens, and the like. 7.8 Licensee shall have the sole right in accordance with the terms and conditions herein to sublicense any alleged infringer for future use of the Patent Rights. The total cost Any upfront fees as part of any such a sublicense shall be first be used to reimburse the costs of the Party bringing the infringement action commenced or defended solely by M.I.T. against the infringer and the balance will be shared with Foundation in accordance with Section 4.1(e); other royalties shall be borne by M.I.T.,treated per Article 4.

Infringement. 7.1 LICENSEE shall inform M.I.T. promptly in writing of any alleged infringement of the PATENT RIGHTS by (a) If a third party and makes, uses or sells a XENOGRAFT PRODUCT that infringes any of any available evidence thereof. * CONFIDENTIAL TREATMENT REQUESTED 7.2 During the term of this AgreementLOXO PATENTS under which NOVARTIS is licensed, LICENSEE NOVARTIS shall have the rightright and option but not the obligation to bring an action for infringement, but shall not be obligated, to prosecute at its own expense any sole expense, against such infringements third party in the name of NOVARTIS, and to join the owner of the LOXO PATENT RIGHTS and, in furtherance of such right, M.I.T. hereby agrees that LICENSEE may join M.I.T. as a party plaintiff in any such suit, without expense to M.I.T. The total cost if required. NOVARTIS shall promptly notify LOXO of any such infringement and shall keep LOXO informed as to the prosecution of any action commenced or defended solely by LICENSEE shall be borne by LICENSEE, LICENSEE may, for such purposes, use the name of M.I.T. as party plaintiff; provided, however, that such right to bring an infringement and shall not institute any infringement action shall remain in effect only for so long as the license granted herein remains exclusivewithout providing LOXO with thirty (30) days prior written notice. No settlement, consent judgement judgment or other voluntary final disposition of the suit may be entered into without the consent of M.I.T. LOXO, which consent shall not unreasonably be withheld. LICENSEE shall indemnify M.I.T. against any order for costs that may be made against M.I.T. in proceedings commenced The rights granted under this Section are subject to the terms and defended solely by LICENSEE. 7.3 In the event that LICENSEE shall undertake the enforcement and/or defense conditions of the PATENT RIGHTS by litigationTHIRD PARTY AGREEMENTS and with respect, LICENSEE may withhold up to * of the royalties otherwise thereafter due M.I.T. hereunder and apply the same toward reimbursement of up to * of LICENSEE's expensesLOXO PATENTS licensed under THIRD PARTY AGREEMENTS , including reasonable attorneys' fees, in connection therewithonly as permitted thereunder. Any recovery of damages by LICENSEE NOVARTIS 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 M.I.T. for any royalties past due or withheld and applied pursuant to this Article VIIobligations under THIRD PARTY AGREEMENTS. The balance balance, if any, remaining from any such recovery attributable to damages for lost sales shall be divided according retained by NOVARTIS and treated as NET SALES upon which royalties are to be paid to LOXO. 8.2. In the event that NOVARTIS elects not to pursue an action for infringement pursuant to Section 8.1, or does not do so within sixty (60) days after written notice by LOXO that an unlicensed third party is an infringer of a LOXO PATENT RIGHT licensed to NOVARTIS, LOXO or its licensor(s) shall have the right and option, but not the obligation at its cost and expense to initiate infringement litigation and to retain any recovered damages. 8.3. In any infringement suit either PARTY may institute to enforce the LOXO PATENTS 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 royalty percentages set forth extent possible, have its employees testify when requested and make available relevant records, papers, information, samples, specimens, and the like. All reasonable out-of-pocket costs of the other PARTY incurred in Section 4.1; any remaining balance connection with rendering such cooperation shall be paid to LICENSEE. * CONFIDENTIAL TREATMENT REQUESTED 7.4 If within six (6) months after having been notified of any alleged infringement, LICENSEE shall have been unsuccessful in persuading by the alleged infringer to desist and shall not have brought and shall not be diligently prosecuting an infringement action, or if LICENSEE shall notify M.I.T. at any time prior thereto of its intention not to bring suit against any alleged infringer, then, and in those events only, M.I.T. shall have the right, but shall not be obligated, to prosecute at its own expense any infringement of the PATENT RIGHTS, and, in furtherance of such right, LICENSEE hereby agrees that M.I.T. 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 M.I.T. shall be borne by M.I.T.,requesting PARTY.

Infringement. 7.1 8.1 LICENSOR and LICENSEE shall inform M.I.T. promptly give notice to the other in writing of any alleged infringement of the PATENT RIGHTS by a third party Licensed Patents and of any available evidence thereofother legal action undertaken by either party with respect to the defense or enforcement of Licensed Patents. * CONFIDENTIAL TREATMENT REQUESTEDThe parties shall thereupon confer as to what steps are to be taken to stop or prevent such infringement. 7.2 During the term of this Agreement, 8.2 LICENSEE shall have the rightfirst right to defend or enforce Licensed Patents against any infringer at LICENSEE’s cost and expense including by bringing any legal action for infringement or defending any counterclaim of invalidity or action of a third party for declaratory judgment of non-infringement, but which LICENSEE, in its sole discretion, decides is reasonable and necessary for it to undertake. LICENSEE shall not be obligated, to prosecute bring or defend or may settle any such actions solely at its own discretion and expense and through counsel of its selection. LICENSEE will be entitled to retain any such infringements of the PATENT RIGHTS and, settlement or damage award received except as provided for in furtherance of such right, M.I.T. hereby agrees that LICENSEE may join M.I.T. as a party plaintiff in any such suit, without expense to M.I.T. The total cost of any such infringement action commenced or defended solely by LICENSEE shall be borne by LICENSEE, LICENSEE may, for such purposes, use the name of M.I.T. as party plaintiffArticle 8.4; provided, however, that each LICENSOR shall be entitled in each instance to participate through counsel of its own selection and its own expense and share in any damage award or settlement as mutually agreed upon in writing by the parties prior to such right to bring an infringement action participation. LICENSEE shall remain not join LICENSOR as a party-plaintiff in effect any suit which LICENSEE may institute unless necessary for the maintenance of said suit, and then only for so long as with the license granted herein remains exclusive. No settlement, consent judgement or other voluntary final disposition of the suit may be entered into without the prior knowledge and written consent of M.I.T. LICENSOR, which consent shall not be unreasonably be withheld. In such event that LICENSOR is an unwilling participant in any suit which LICENSEE may institute, LICENSOR shall indemnify M.I.T. against not be chargeable for any order costs or expenses and those costs and expenses shall be borne by LICENSEE. LICENSOR shall execute all documents necessary for costs that the prosecution of any infringement suit brought by LICENSEE and provide other such support as LICENSEE may be made against M.I.T. in proceedings commenced require including having its employees testify when requested and defended solely by make available relevant records, papers, information, samples, specimens and the like, all however at the expense, with respect to travel and the like, of LICENSEE. 7.3 In 8.3 LICENSOR shall have the right to defend or enforce the Licensed Patents against infringement in the event that LICENSEE shall undertake the enforcement and/or defense of the PATENT RIGHTS by litigation, LICENSEE may withhold up declines to * of the royalties otherwise thereafter due M.I.T. hereunder exercise its rights to defend or enforce Licensed Patents under Article 8.2 and apply the same toward reimbursement of up to * of LICENSEE's expenses, including reasonable attorneys' fees, in connection therewith. 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 M.I.T. for any royalties past due or withheld and applied pursuant to this Article VII. The balance remaining from any such recovery attributable to damages for lost sales shall be divided according to the royalty percentages set forth in Section 4.1; any remaining balance shall be paid to LICENSEE. * CONFIDENTIAL TREATMENT REQUESTED 7.4 If within six (6) months after having been notified of any alleged infringement, LICENSEE shall have been unsuccessful in persuading the alleged infringer sole discretion to desist file and shall not have brought prosecute, defend or [+] DESIGNATES PORTIONS OF THIS DOCUMENT THAT HAVE BEEN OMITTED FOR CONFIDENTIALITY PURPOSES. settle such infringement and shall not be diligently prosecuting an infringement action, or if LICENSEE shall notify M.I.T. at any time prior thereto of its intention not to bring suit against any alleged infringer, then, and in those events only, M.I.T. shall have the right, but shall not be obligated, to prosecute declaratory judgment action at its own expense through counsel of its own selection and will be entitled to retain any infringement settlement or damage award received; provided, however, that LICENSEE shall be entitled in each instance to participate through counsel of the PATENT RIGHTS, and, in furtherance of such right, its own selection and at its own expense. LICENSEE hereby agrees that M.I.T. may include LICENSEE as a party plaintiff in any such suit, without expense shall have no responsibility or financial obligation with respect to LICENSEE. The total cost of any such infringement action commenced or defended solely except to provide reasonable assistance to LICENSOR as requested and LICENSOR shall reimburse LICENSEE for LICENSEE’s out-of-pocket expenses in connection with any such assistance. LICENSEE shall execute all documents necessary for the prosecution of any infringement suit brought by M.I.T. LICENSOR and provide other such support as LICENSOR may require, including having its employees testify when requested and make available relevant records, papers, information, samples, specimens and the like, all however at the expense, with respect to travel and the like, of LICENSOR. 8.4 LICENSOR shall be borne entitled to the percentage of any recovery obtained in any infringement suit brought by M.I.T.,LICENSEE equal to the amount to which LICENSOR would be entitled under the sublicensee royalty provision of this Agreement had said recovery been paid to LICENSEE as sublicense royalties by the defendant in said infringement suit. LICENSEE may deduct its reasonable direct costs and attorneys' fees paid to third parties incurred in prosecuting such suit; to the extent such costs and fees are not otherwise recovered, prior to calculating the share owing to LICENSOR pursuant to this provision. 8.5 Should LICENSEE commence a suit under the provisions of Paragraphs 8.2 and thereafter elect to abandon the same, it shall give timely notice to LICENSOR, which may, if it so desires, continue prosecution of such suit under Article 8.3. 8.6 During the period of this Agreement, if LICENSOR’s actions under Article 8.3 require a sublicense to an infringer, LICENSEE shall grant such a sublicense to said infringer in accordance with the terms and conditions herein and the terms and conditions of any settlement or other judgment effected by LICENSOR. LICENSEE shall receive such royalties under any such sublicense and LICENSOR shall be entitled to royalties therefrom as specified in Paragraph 4.3.

Infringement. 7.1 LICENSEE RAICHEM shall inform M.I.T. undertake at RAICHEM's own expense the defense of any suit or action for infringement of RAICHEM's United States patents brought against ▇▇▇▇▇▇ in the United States, which suit or action results from the sale of any PRODUCTs, provided that ▇▇▇▇▇▇ shall have promptly advised RAICHEM in writing of any alleged each notice or claim of infringement received by ▇▇▇▇▇▇ and of the PATENT RIGHTS by a third party commencement of the suit or action. RAICHEM shall hold ▇▇▇▇▇▇ 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. RAICHEM shall have sole charge and direction of the defense of any such suit or action and of any available evidence thereof. * CONFIDENTIAL TREATMENT REQUESTED 7.2 During the term of this Agreement, LICENSEE shall have the rightall negotiations for such settlement, but shall not use commercial reasonableness and shall consult with ▇▇▇▇▇▇ with regard to the defense or settlement of any such suit or action. ▇▇▇▇▇▇ shall be obligated, obligated to prosecute render all reasonable assistance which may be required by RAICHEM at RAICHEM's expense. ▇▇▇▇▇▇ may retain counsel of its own selection and at its own expense to advise and consult with RAICHEM's counsel. RAICHEM may not settle any such infringements of the PATENT RIGHTS and, in furtherance of such right, M.I.T. hereby agrees that LICENSEE may join M.I.T. as a party plaintiff in any such suit, without expense to M.I.T. The total cost of any such infringement suit or action commenced or defended solely by LICENSEE shall be borne by LICENSEE, LICENSEE may, for such purposes, use the name of M.I.T. as party plaintiff; provided, however, that such right to bring an infringement action shall remain in effect only for so long as the license granted herein remains exclusive. No settlement, consent judgement or other voluntary final disposition of the suit may be entered into without the consent of M.I.T. which consent shall not unreasonably ▇▇▇▇▇▇, if by such settlement ▇▇▇▇▇▇ is obligated to make any monetary payment, to part with any property or interest therein, to assume any obligation or to be withheld. LICENSEE shall indemnify M.I.T. against subject to any order for costs that may be made against M.I.T. in proceedings commenced and defended solely by LICENSEE. 7.3 In the event that LICENSEE shall undertake the enforcement and/or defense of the PATENT RIGHTS by litigation, LICENSEE may withhold up to * of the royalties otherwise thereafter due M.I.T. hereunder and apply the same toward reimbursement of up to * of LICENSEE's expenses, including reasonable attorneys' fees, in connection therewith. 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 M.I.T. for any royalties past due or withheld and applied pursuant to this Article VIIinjunction. The balance remaining from any parties agree that if the PRODUCTs supplied by RAICHEM are found to be infringing on a third-party patent, RAICHEM will negotiate in good faith with the third party to obtain a license to use the third party's technology and, if RAICHEM fails to obtain such recovery attributable to damages for lost sales shall be divided according to the royalty percentages set forth in Section 4.1; any remaining balance shall be paid to LICENSEE. * CONFIDENTIAL TREATMENT REQUESTED 7.4 If within six (6) months after having been notified of any alleged infringement, LICENSEE shall have been unsuccessful in persuading the alleged infringer to desist and shall not have brought and shall not be diligently prosecuting an infringement actiona license, or if LICENSEE shall notify M.I.T. at any time prior thereto of its intention not RAICHEM is subject to bring suit against any alleged infringera permanent injunction, then, and in those events only, M.I.T. then ▇▇▇▇▇▇ shall have the rightright to either terminate this Agreement by giving written notice of termination to RAICHEM, but shall not be obligatedand return for full credit all inventory on hand, to prosecute at its own expense or negotiate with the infringed party for such a license. RAICHEM's indemnification resulting from any infringement of the PATENT RIGHTS, and, on third party patent shall exclude ▇▇▇▇▇▇'▇ costs involved in furtherance of negotiation with any infringed party for such right, LICENSEE hereby agrees that M.I.T. 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 M.I.T. shall be borne by M.I.T.,license.

Infringement. 7.1 LICENSEE 7.2.1 If either Party becomes aware of any activity that such Party believes represents an infringement of the claims of Patents Controlled by either CombinatoRx or Fovea relating to either Licensed Combinations or Collaboration Combinations, the Party obtaining such knowledge shall inform M.I.T. promptly advise the other in writing of the potential infringement and of all relevant facts and circumstances known to such Party pertaining to the potential infringement. Fovea and CombinatoRx shall thereafter consult and cooperate fully to determine a course of action, including but not limited to, the commencement of legal action to terminate any alleged infringement of the PATENT RIGHTS Patents Controlled by a third party either CombinatoRx or Fovea relating to either Licensed Combinations or Collaboration Combinations, provided, however, that, notwithstanding the obligation of the Parties to consult as required by this sentence, the Party controlling prosecution pursuant to Article 6, and with respect to Fovea Collaboration Combination IP each Party in its own Territory and, in the Shared Territory, the Parties shall cooperate to determine the best course of any available evidence thereof. * CONFIDENTIAL TREATMENT REQUESTEDaction. 7.2 During the term of this Agreement, LICENSEE 7.2.2 The Prosecuting Party shall have the right, but shall not be obligated, right to initiate and prosecute such legal proceedings related to infringement at its own expense and in its name, and to control the defense of any such infringements declaratory judgment action relating to its Intellectual Property; provided that, no settlement shall be entered into by the Prosecuting Party without the written consent of the PATENT RIGHTS andother Party if such settlement would materially affect the other Party’s interests. Each Party shall reasonably cooperate with the other Party in such effort, in furtherance of such right, M.I.T. hereby agrees that LICENSEE may join M.I.T. including being joined as a party plaintiff to an action related to jointly owned Patents if necessary, with the reasonable out of pocket expenses of such joining Party to be paid by the other Party. 7.2.3 In addition, each Party shall have the right to join in any action against an infringer brought in accordance with this Article 7 if necessary in order to assert the damages incurred by such suitParty as a result of the alleged infringement; provided that: (i) the foregoing shall not limit or restrict in any way the rights of the Party controlling such action as determined in accordance with this Article 7 from exercising such control in its discretion; (ii) in the event one Party joins the other Party in the defense of an infringement action, without such Party may elect to participate in up to fifty percent (50%) of the total out-of-pocket cost and expense of such action and consequently share to M.I.T. the same proportion in any award. In the event that CombinatoRx decides not to join Fovea by way of participating in paying for out-of-pocket costs and expenses, any recovery by Fovea (after reimbursement of its out-of-pocket costs and expenses), which is intended as a reimbursement for sales lost as a result of such infringement shall be treated as Net Sales for purposes of this Agreement. 7.2.4 The total cost costs and expenses (including attorneys’ fees) of any such action against an infringement action commenced or defended solely by LICENSEE brought in accordance with this Section shall be borne by LICENSEE, LICENSEE may, for such purposes, use the name of M.I.T. as party plaintiff; provided, however, that such right to bring an infringement action shall remain in effect only for so long as Party controlling the license granted herein remains exclusive. No settlement, consent judgement or other voluntary final disposition of the suit may be entered into without the consent of M.I.T. which consent shall not unreasonably be withheld. LICENSEE shall indemnify M.I.T. against any order for costs that may be made against M.I.T. in proceedings commenced and defended solely by LICENSEE. 7.3 In the event that LICENSEE shall undertake the enforcement and/or defense of the PATENT RIGHTS by litigation, LICENSEE may withhold up to * of the royalties otherwise thereafter due M.I.T. hereunder and apply the same toward reimbursement of up to * of LICENSEE's expenses, including reasonable attorneys' fees, in connection therewith. 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 M.I.T. for any royalties past due or withheld and applied pursuant to this Article VII. The balance remaining from any such recovery attributable to damages for lost sales shall be divided according to the royalty percentages set forth in Section 4.1; any remaining balance shall be paid to LICENSEE. * CONFIDENTIAL TREATMENT REQUESTED 7.4 If within six (6) months after having been notified of any alleged infringement, LICENSEE shall have been unsuccessful in persuading the alleged infringer to desist and shall not have brought and shall not be diligently prosecuting an infringement action, or if LICENSEE shall notify M.I.T. at any time prior thereto of its intention not except for actions relating to bring suit against any alleged infringerFovea Collaboration Combination IP in the Shared Territory, then, which costs and in those events only, M.I.T. shall have the right, but shall not be obligated, to prosecute at its own expense any infringement of the PATENT RIGHTS, and, in furtherance of such right, LICENSEE hereby agrees that M.I.T. 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 M.I.T. expenses shall be borne shared equally by M.I.T.,the Parties, unless stated otherwise in this Article 7.

Infringement. 7.1 LICENSEE You shall inform M.I.T. notify us promptly in writing of any alleged actual or suspected infringement of any Intellectual Property rights relating to the PATENT RIGHTS Products and take such action thereupon only as we direct. S&N shall have the sole option, but not the obligation, to ▇▇▇ or take other action against any alleged infringers, and you shall cooperate as we or S&N may require. You shall have no rights against us or S&N as a result of our refusal to ▇▇▇ or settlement of any claim. We represents that S&N agrees to bear all expenses for actions brought by S&N and any proceeds obtained from such actions shall be S&N’s sole responsibility and property, regardless of which Party is named in the action. We represent that S&N will defend you from any lawsuit brought against you by a third party and indemnify you against any damages awarded therein, to the extent such lawsuit and damages are based upon a claim that the sale or use by you of any available evidence thereof. * CONFIDENTIAL TREATMENT REQUESTED 7.2 During Product infringes such party’s Intellectual Property rights, provided that: your activity was pursuant to and in accordance with the term terms of this Agreement; the claim does not arise out of any modifications you have made to the Products or any Trade ▇▇▇▇; the claim is not based upon a combination of the Products with a third party product unless such claim would have existed in the absence of such combination; you shall notify us in writing of such claim within three (3) days of it being notified to you and give S&N immediate and complete control of it and do not by any act or omission prejudice our defence or settlement; and you shall give us or S&N such assistance (at our expense) as we may reasonably require to settle or oppose any such claim. If such infringement occurs or is alleged, LICENSEE shall have the right, but shall not be obligated, to prosecute S&N may at its own expense sole option and expense: procure for you the right to continue to use the relevant Intellectual Property; modify the relevant Product so that the same becomes non-infringing; or replace the relevant Product. If S&N is unable or unwilling to alter the Product to avoid infringement in any such infringements part of the PATENT RIGHTS andTerritory, then we may elect to remove such infringing Product from the scope of this Agreement for those locations where infringement exists and we shall, if requested by you, repurchase from you all stock of infringing Products held by you at such time in furtherance such locations. The repurchase shall be at the price originally charged to you, and fulfilment of our obligations under this Section shall be our sole liability to you in respect of such right, M.I.T. hereby agrees that LICENSEE may join M.I.T. as a party plaintiff in any such suit, without expense to M.I.T. The total cost of any such infringement action commenced or defended solely by LICENSEE shall be borne by LICENSEE, LICENSEE may, for such purposes, use the name of M.I.T. as party plaintiff; provided, however, that such right to bring an infringement action shall remain in effect only for so long as the license granted herein remains exclusive. No settlement, consent judgement or other voluntary final disposition of the suit may be entered into without the consent of M.I.T. which consent shall not unreasonably be withheld. LICENSEE shall indemnify M.I.T. against any order for costs that may be made against M.I.T. in proceedings commenced and defended solely by LICENSEEinfringement. 7.3 In the event that LICENSEE shall undertake the enforcement and/or defense of the PATENT RIGHTS by litigation, LICENSEE may withhold up to * of the royalties otherwise thereafter due M.I.T. hereunder and apply the same toward reimbursement of up to * of LICENSEE's expenses, including reasonable attorneys' fees, in connection therewith. 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 M.I.T. for any royalties past due or withheld and applied pursuant to this Article VII. The balance remaining from any such recovery attributable to damages for lost sales shall be divided according to the royalty percentages set forth in Section 4.1; any remaining balance shall be paid to LICENSEE. * CONFIDENTIAL TREATMENT REQUESTED 7.4 If within six (6) months after having been notified of any alleged infringement, LICENSEE shall have been unsuccessful in persuading the alleged infringer to desist and shall not have brought and shall not be diligently prosecuting an infringement action, or if LICENSEE shall notify M.I.T. at any time prior thereto of its intention not to bring suit against any alleged infringer, then, and in those events only, M.I.T. shall have the right, but shall not be obligated, to prosecute at its own expense any infringement of the PATENT RIGHTS, and, in furtherance of such right, LICENSEE hereby agrees that M.I.T. 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 M.I.T. shall be borne by M.I.T.,

Infringement. 7.1 LICENSEE shall inform M.I.T. promptly in writing of any alleged 12.1 In the event that there is infringement of the PATENT RIGHTS by a third party and of any available evidence thereofPATENTS, the PARTIES shall notify each other in writing to that effect. * CONFIDENTIAL TREATMENT REQUESTED 7.2 During Except as set forth in Section 12.2, during the term of this Agreementone hundred twenty (120) day period after such notice, LICENSEE shall SSC will have the right, but not the obligation to bring suit against the alleged infringer. SSC shall not bear the expenses of any suit brought by it and shall retain all damages or other monies awarded or received in settlement of such suit. SSC shall have the final decision on all matters relating to litigation and any settlement discussions. LICENSEE will use reasonable efforts to cooperate with SSC in any such suit and shall have the right to consult with SSC and be obligated, to prosecute represented by its own counsel at its own expense any such infringements expense. If, after the expiration of said one hundred twenty (120) days from the PATENT RIGHTS and, in furtherance date of such rightnotice, M.I.T. hereby agrees that SSC has not brought suit against a third party infringer, then LICENSEE may shall have the right after such one hundred twenty (120) day notice period, but not the obligation, to bring suit against such infringer and join M.I.T. SSC as a party plaintiff provided that LICENSEE shall bear all expenses of such suit. LICENSEE shall retain all damages or other monies awarded or received in settlement of such suit. SSC shall have the right to consult with LICENSEE or join as a party plaintiff to such suit at its own expense. At LICENSEE'S request, SSC will reasonably cooperate with LICENSEE in any suit for infringement of the PATENT brought by LICENSEE, including being joined as a party plaintiff to such suit, without expense against a third party and shall have the right to M.I.T. The total cost consult with LICENSEE and to participate in and be represented by independent counsel in such litigation. All reasonable costs incurred by SSC associated with providing cooperation at LICENSEE's request shall be paid by LICENSEE. Where it is necessary for LICENSEE to have standing to file the suit, SSC shall assign limited concurrent rights to the licensed PATENTS for the terms of any such infringement action commenced or defended solely by the suit. Notwithstanding the foregoing, LICENSEE shall be borne by LICENSEEnot enter into any settlement agreement, LICENSEE may, for such purposes, use the name of M.I.T. as party plaintiff; provided, however, that such right to bring an infringement action shall remain or take any position in effect only for so long as the license granted herein remains exclusive. No settlement, consent judgement or other voluntary final disposition of the suit may be entered into litigation which adversely impacts SSC's rights under this Agreement without the written consent of M.I.T. which consent shall not unreasonably be withheld. LICENSEE shall indemnify M.I.T. against any order for costs that may be made against M.I.T. in proceedings commenced and defended solely by LICENSEESSC. 7.3 12.2 In the event that LICENSEE shall undertake the enforcement and/or defense there is infringement of the PATENT RIGHTS by litigationPATENTS and such infringement affects the FIELD, LICENSEE may withhold up to * of shall, during the royalties otherwise thereafter due M.I.T. hereunder and apply one hundred twenty (120) day period after notice thereof, have the same toward reimbursement of up to * of LICENSEE's expenses, including reasonable attorneys' fees, in connection therewith. 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 M.I.T. for any royalties past due or withheld and applied rights as SSC has pursuant to this Article VII. The balance remaining from any such recovery attributable to damages for lost sales shall be divided according to its Development and License Agreement with Tyco Healthcare Group ("Tyco Agreement"), but not the royalty percentages set forth in Section 4.1; any remaining balance shall be paid to LICENSEE. * CONFIDENTIAL TREATMENT REQUESTED 7.4 If within six (6) months after having been notified of any alleged infringementobligation, LICENSEE shall have been unsuccessful in persuading the alleged infringer to desist and shall not have brought and shall not be diligently prosecuting an infringement action, or if LICENSEE shall notify M.I.T. at any time prior thereto of its intention not to bring suit against any alleged infringer, then, such infringer and in those events only, M.I.T. shall have the right, but shall not be obligated, to prosecute at its own expense any infringement of the PATENT RIGHTS, and, in furtherance of such right, LICENSEE hereby agrees that M.I.T. may include LICENSEE join SSC as a party plaintiff provided that LICENSEE shall bear all expenses of such suit. SSC will not waive or relinquish any rights it may have under the Tyco Agreement to bring suits against infringers of the PATENTS, where any such waiver or relinquishment would adversely impact LICENSEE's rights under this Section. LICENSEE shall retain the greater of (i) all damages or other monies awarded or received in settlement of such suit and attributable to the infringement of its FIELD and (ii) an amount equal to its and SSC's, if any, reasonable costs and expenses (including legal fees and expenses) of prosecuting such suit or settlement. SSC will reasonably attempt to cooperate with LICENSEE in any such suit for infringement of the PATENTS and shall have the right to consult with LICENSEE and to participate in and be represented by independent counsel in such litigation at its own expense. All reasonable costs incurred by SSC associated with providing cooperation to LICENSEE at LICENSEE's request shall be paid by LICENSEE to the extent not paid for by any monies awarded or received in settlement of such suit. Where it is necessary for LICENSEE to have standing to file the suit, SSC shall assign limited concurrent rights to the licensed PATENTS for the terms of the suit. Notwithstanding the foregoing, LICENSEE shall not enter into any settlement agreement, or take any position in litigation which adversely impacts SSC's rights under this Agreement without expense the written consent by SSC. 12.3 In the event that any third party brings proceedings challenging the validity of the PATENTS, SSC shall provide prompt notice of such proceedings to LICENSEE and LICENSEE shall, during the one hundred twenty (120) day period after notice thereof, have the same rights as SSC has pursuant to the Tyco Agreement, but not the obligation, to contest such proceedings and join SSC as a party provided that LICENSEE shall bear all expenses of such suit. SSC will not waive or relinquish any rights it may have under the Tyco Agreement to contest such proceedings, where any such waiver or relinquishment would adversely impact LICENSEE's rights under this Section. SSC will reasonably attempt to cooperate with LICENSEE in any such proceedings challenging the validity of the PATENTS and shall have the right to consult with LICENSEE and to participate in and be represented by independent counsel in such litigation at its own expense. All reasonable costs incurred by SSC associated with providing cooperation to LICENSEE at LICENSEE's request shall be paid by LICENSEE. The total cost Where it is necessary for LICENSEE to have standing to contest the proceedings, SSC shall assign limited concurrent rights to the licensed PATENTS for the terms of the proceedings. Notwithstanding the foregoing, LICENSEE shall not enter into any such infringement action commenced settlement agreement, or defended solely take any position in the proceedings which adversely impacts SSC's rights under this Agreement without the written consent by M.I.T. shall be borne by M.I.T.,SSC.

Infringement. 7.1 LICENSEE (a) The Vendor agrees that it shall inform M.I.T. promptly in writing of any alleged infringement of the PATENT RIGHTS by a third party defend, ------------ indemnify and of any available evidence thereof. * CONFIDENTIAL TREATMENT REQUESTED 7.2 During the term of this Agreementhold harmless, LICENSEE shall have the right, but shall not be obligated, to prosecute at its own expense expense, all suits and claims against the Owner for infringement or violation of any such infringements patent, trademark, copyright, trade secret or other intellectual property rights of any third party enforceable in the PATENT RIGHTS andUnited States or in any other territory where Vendor has approved the deployment or use of Products under this Contract (collectively, "Intellectual Property Rights"), covering, or alleged to cover, the Products or ----------------------------- any component thereof. The Vendor agrees that it shall pay all sums, including without limitation, reasonable attorneys' fees and other costs incurred at Vendor's written request or authorization, which, in furtherance defense of, by final judgment or decree, or in settlement of any suit or claim to which the Vendor agrees, may be assessed against, or incurred by, the Owner on account of such rightinfringement or violation, M.I.T. hereby agrees provided that LICENSEE may join M.I.T. as a party plaintiff the Owner shall cooperate in all -------- ---- reasonable respects with the Vendor and its attorneys in the investigation, trial and defense of such lawsuit or action and any such suit, without expense to M.I.T. The total cost of any such infringement action commenced or defended solely by LICENSEE shall be borne by LICENSEE, LICENSEE may, for such purposes, use the name of M.I.T. as party plaintiffappeal arising therefrom; provided, however, that the Owner may, at its own cost, participate in the investigation, trial and defense of such lawsuit or action and any appeal arising therefrom. The parties shall cooperate with each other in any notifications to insurers. If a claim for Losses (a "Claim") is to be made by a ----- party entitled to indemnification hereunder against the Vendor, the party claiming such indemnification shall give written notice (a "Claim Notice") to ------------ the Vendor as soon as practicable after the party entitled to indemnification becomes aware of any fact, condition or event which may give rise to Losses for which indemnification may be sought under this Agreement, provided, however, no delay on the part of the Owner in notifying the Vendor shall relieve the Vendor from any obligation hereunder unless (and then solely to the extent) the Vendor is thereby materially prejudiced. If any lawsuit or enforcement action is filed against any party entitled to the benefit of indemnity hereunder, written notice thereof shall be given to the Vendor as promptly as practicable (and in any event within twenty (20) calendar days after the service of the citation or summons). The Vendor shall be entitled, if it so elects to: (i) defend such lawsuit or action; (ii) employ and engage attorneys of its own choice to handle and defend the same, at the Vendor's cost, risk and expense; and (iii) compromise or settle such Claim, which compromise or settlement shall be made only with the written consent of the Owner (which may not be unreasonably withheld), unless such compromise or settlement includes an unconditional release of any claims against the Owner in which event such written consent of the Owner shall not be required. If the Vendor fails to assume the defense of such Claim within twenty (20) calendar days after receipt of the Claim Notice, the Owner against which such Claim has been asserted will (upon delivering notice to such effect to the Vendor) have the right to bring an infringement action shall remain in effect only undertake, at the Vendor's cost and expense, the defense, compromise or settlement of such Claim on behalf of and for so long as the license granted herein remains exclusive. No settlement, consent judgement or other voluntary final disposition account and risk of the suit may be entered into without the consent of M.I.T. which consent shall not unreasonably be withheldVendor. LICENSEE shall indemnify M.I.T. against any order for costs that may be made against M.I.T. in proceedings commenced and defended solely by LICENSEE. 7.3 In the event that LICENSEE shall undertake the enforcement and/or Owner assumes the defense of the PATENT RIGHTS by litigationClaim, LICENSEE may withhold up to * the Owner will keep the Vendor reasonably informed of the royalties otherwise thereafter due M.I.T. hereunder and apply the same toward reimbursement of up to * of LICENSEE's expenses, including reasonable attorneys' fees, in connection therewith. 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 M.I.T. for any royalties past due or withheld and applied pursuant to this Article VII. The balance remaining from any such recovery attributable to damages for lost sales shall be divided according to the royalty percentages set forth in Section 4.1; any remaining balance shall be paid to LICENSEE. * CONFIDENTIAL TREATMENT REQUESTED 7.4 If within six (6) months after having been notified of any alleged infringement, LICENSEE shall have been unsuccessful in persuading the alleged infringer to desist and shall not have brought and shall not be diligently prosecuting an infringement action, or if LICENSEE shall notify M.I.T. at any time prior thereto of its intention not to bring suit against any alleged infringer, then, and in those events only, M.I.T. shall have the right, but shall not be obligated, to prosecute at its own expense any infringement of the PATENT RIGHTS, and, in furtherance of such right, LICENSEE hereby agrees that M.I.T. may include LICENSEE as a party plaintiff in any such suit, without expense to LICENSEE. The total cost progress of any such infringement action commenced defense, compromise or defended solely by M.I.T. settlement. The Vendor shall be borne liable for any settlement of any action effected pursuant to and in accordance with this Agreement and for any final judgment (subject to any right of appeal), and the Vendor agrees to indemnify and hold harmless the Owner from and against any Losses by M.I.T.,reason of such settlement or judgment. (b) The Vendor's obligation under this subsection shall not extend to alleged infringements or violations that arise because the Products provided by the Vendor are used in combination with other products furnished by third parties and where any such combination was not installed, recommended or approved by the Vendor.

Infringement. 7.1 LICENSEE Each Party shall promptly inform M.I.T. promptly the other Party in writing of any suspected, alleged or threatened infringement of any Helicon Patents, CSHL Patents or Joint Patents of which it becomes aware. (a) With respect to Helicon Patents which are not also Joint Patents, Helicon shall have the PATENT RIGHTS by a third party right but not the obligation to bring, at Helicon's expense and in its sole control an appropriate action against any Person or entity infringing the Helicon Patent. If Helicon does not bring such action within forty-five (45) days of any available evidence notification thereof. * CONFIDENTIAL TREATMENT REQUESTED 7.2 During the term of this Agreement, LICENSEE CSHL shall have the right, but shall not be obligatedthe obligation, to prosecute bring at CSHL's expense and in its own sole control, such appropriate action. (b) With respect to CSHL Patents which are not also Joint Patents, CSHL shall have the right but not the obligation to bring, at CSHL's expense any such infringements of the PATENT RIGHTS and, and in furtherance of such right, M.I.T. hereby agrees that LICENSEE may join M.I.T. as a party plaintiff in any such suit, without expense to M.I.T. The total cost of any such infringement its sole control an appropriate action commenced or defended solely by LICENSEE shall be borne by LICENSEE, LICENSEE may, for such purposes, use the name of M.I.T. as party plaintiff; provided, however, that such right to bring an infringement action shall remain in effect only for so long as the license granted herein remains exclusive. No settlement, consent judgement or other voluntary final disposition of the suit may be entered into without the consent of M.I.T. which consent shall not unreasonably be withheld. LICENSEE shall indemnify M.I.T. against any order for costs that may be made against M.I.T. in proceedings commenced and defended solely by LICENSEE. 7.3 In Person or entity infringing the event that LICENSEE shall undertake the enforcement and/or defense CSHL Patent. If CSHL does not bring such action within forty-five (45) days of the PATENT RIGHTS by litigationnotification thereof, LICENSEE may withhold up to * of the royalties otherwise thereafter due M.I.T. hereunder and apply the same toward reimbursement of up to * of LICENSEE's expenses, including reasonable attorneys' fees, in connection therewith. 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 M.I.T. for any royalties past due or withheld and applied pursuant to this Article VII. The balance remaining from any such recovery attributable to damages for lost sales shall be divided according to the royalty percentages set forth in Section 4.1; any remaining balance shall be paid to LICENSEE. * CONFIDENTIAL TREATMENT REQUESTED 7.4 If within six (6) months after having been notified of any alleged infringement, LICENSEE shall have been unsuccessful in persuading the alleged infringer to desist and shall not have brought and shall not be diligently prosecuting an infringement action, or if LICENSEE shall notify M.I.T. at any time prior thereto of its intention not to bring suit against any alleged infringer, then, and in those events only, M.I.T. Helicon shall have the right, but not the obligation, to bring at Helicon's expense and in its sole control, such appropriate action. (c) With respect to third party infringement of Joint Patents which are neither Helicon Patents nor CSHL Patents, the Parties shall confer and take such action and allocate expenses and recoveries in such manner, as they may agree. In the absence of agreement, the rules applicable to Helicon Patents which are not also Joint Patents shall apply to the Joint Patent in question. (d) Any Party not bringing an action under this Section, if it so desires, may also be represented by separate counsel of its own selection, the fees for which counsel shall be paid by it; but such Party shall fully cooperate with the Party bringing such action. The Party which is not in control of any action brought pursuant to this Section may elect to contribute fifty percent of the costs of litigation against such third party infringer by providing written notice to the controlling Party within ninety days after such action is first brought. If the non-controlling Party elects to bear fifty percent of such litigation costs it shall receive fifty percent of any damage award or settlement resulting from such action. If the non-controlling Party does not elect to share such litigation costs it shall not be obligated, to prosecute at its own expense any infringement of the PATENT RIGHTS, and, in furtherance of such right, LICENSEE hereby agrees that M.I.T. may include LICENSEE as a party plaintiff participate in any damage award or settlement resulting from such action. (e) Should either Party commence a suit under the provisions of this Section 5.8 and thereafter elect to abandon such suit, without expense the abandoning Party shall give timely notice to LICENSEE. The total cost the other Party who may, if it so desires, continue prosecution of such suit, provided that the sharing of expenses and any recovery in such infringement action commenced or defended solely by M.I.T. suit shall be borne by M.I.T.,as agreed upon between both Parties.

Infringement. 7.1 LICENSEE 6.2.3.1 Cortex and AEC shall inform M.I.T. promptly notify the other in writing of any actual alleged or threatened infringement of Cortex Patents and/or Cortex Know-How of which they become aware. Cortex and AEC shall then confer and endeavor to reach agreement of who either of AEC or Cortex shall initiate action to prevent, end or prosecute any such infringement. If the Parties do not agree on whether or how to proceed with enforcement activity within (i) thirty (30) days following the notice of alleged infringement or (ii) ten (10) business days before the time limit, if any, set forth in the appropriate laws and regulations for the filing of such actions, whichever comes first, then Cortex may commence litigations within an additional thirty (30) day period with respect to the PATENT RIGHTS by a third party and of any available evidence thereof. * CONFIDENTIAL TREATMENT REQUESTED 7.2 During the term of this Agreement, LICENSEE shall have the right, but shall not be obligated, to prosecute alleged or threatened infringement at its own expense any such infringements of the PATENT RIGHTS and, in furtherance of such right, M.I.T. hereby agrees that LICENSEE may join M.I.T. as a party plaintiff in any such suit, without expense to M.I.T. The total cost of any such infringement action commenced or defended solely by LICENSEE shall be borne by LICENSEE, LICENSEE may, for such purposes, use the name of M.I.T. as party plaintiff; provided, however, that such right to bring an infringement action shall remain in effect only for so long as the license granted herein remains exclusiveexpense. No settlement, consent judgement or other voluntary final disposition of the suit may be entered into without the consent of M.I.T. which consent shall not unreasonably be withheld. LICENSEE shall indemnify M.I.T. against any order for costs that may be made against M.I.T. in proceedings commenced and defended solely by LICENSEE. 7.3 In the event that LICENSEE shall undertake the enforcement and/or defense of the PATENT RIGHTS by Cortex does not commence litigation, LICENSEE AEC may withhold up to * of do so. In the royalties otherwise thereafter due M.I.T. hereunder and apply the same toward reimbursement of up to * of LICENSEE's expenses, including reasonable attorneys' fees, in connection therewith. 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 M.I.T. for any royalties past due or withheld and applied pursuant to this Article VII. The balance remaining from any such recovery attributable to damages for lost sales shall be divided according to the royalty percentages set forth in Section 4.1; any remaining balance shall be paid to LICENSEE. * CONFIDENTIAL TREATMENT REQUESTED 7.4 If within six (6) months after having been notified of any alleged infringement, LICENSEE shall have been unsuccessful in persuading the alleged infringer to desist and shall not have brought and shall not be diligently prosecuting event a Party brings an infringement action, or the other Party shall cooperate fully, including, if LICENSEE shall notify M.I.T. at any time prior thereto of its intention not required to bring suit against any alleged infringersuch action, then, and in those events only, M.I.T. the furnishing of a power of attorney. Neither Party shall have the rightright to settle any patent infringement litigation under this Article in a manner that diminishes the rights or interests of the other Party without the express written consent of such other Party, but such consent not to be unreasonably withheld or delayed. 3.1 may be withheld up to [*] percent ([*] %) by AEC for the country concerned by the litigation until the resolution of such litigation. Should such resolution result in the invalidity of the Cortex Patent and/or Know-How then such withheld royalties shall not be obligated, due by AEC to prosecute at its own expense any infringement Cortex. Should such resolution not affect the validity of the PATENT RIGHTS, and, Cortex Patent and/or Know-How then such withheld royalties shall be paid by AEC to Cortex. It is understood and agreed that in furtherance case the action results in the award of such right, LICENSEE hereby agrees that M.I.T. may include LICENSEE as a party plaintiff in any such suit, without expense to LICENSEE. The total cost recovery and/or damages of any nature whatsoever to the Party bringing the action as stated hereabove (either AEC and Cortex), such recovery and/or damages shall be fully allocated to such Party. 6.2.3.2 In case of any Third Party claims against AEC resulting from the use by AEC of Cortex Patents and Cortex Know-How in accordance with this Agreement, AEC shall promptly notify Cortex, and the Parties shall then confer and endeavor to reach an agreement on who either of AEC or Cortex shall defend AEC against such Third Party claim. If the Parties do not reach agreement on who would proceed with the defense thereof within (i) thirty (30) days following the notice of alleged infringement action commenced or defended solely by M.I.T. (ii) ten business days before the time limit, if any, setforth in the appropriate laws and regulations for the filing of answers or defenses to such actions, whichever comes first, then Cortex may respond to such claim. In the event that Cortex does not respond, AEC may do so. In the event AEC defends against such claims the costs related to such defense shall be borne [*] ([*] %- [*] %) by M.I.T.,Cortex and AEC. Should such claim result in the payment by AEC (either by settlement or court decision) to the claiming Third Party of any damages whatsoever (including legal fees) such damages shall be borne [*] ([*]% -[*]%) by Cortex and AEC. It is understood and agreed that AEC shall not settle such Third Party claims without Cortex's prior approval, which shall not be unreasonably withheld. 3.1 may be withheld up to [*] percent ([*] %) for the country concerned by the litigation until the resolution of the litigation. Should such resolution result in the invalidity of the Cortex Patent and/or Know- How then such withheld royalties shall not be due by AEC to Cortex. Should such resolution not affect the validity of the Cortex Patent and/or Know-How then such withheld royalties shall be paid by AEC to Cortex.

Infringement. 7.1 LICENSEE GENERAL will protect its PATENT RIGHTS from infringement and prosecute infringers when, in its sole judgement, such action may be reasonably necessary, proper and justified. 7.2 If COMPANY shall inform M.I.T. promptly in writing of any alleged have supplied GENERAL with written evidence demonstrating to GENERAL's reasonable satisfaction prima facie infringement of the a claim of a PATENT RIGHTS RIGHT by a third party and party, COMPANY may by notice request GENERAL to take steps to protect the PATENT RIGHT. GENERAL shall notify COMPANY within three (3) months of any available evidence thereof. * CONFIDENTIAL TREATMENT REQUESTED 7.2 During the term receipt of this Agreement, LICENSEE shall have the right, but shall not be obligated, such notice whether GENERAL intends to prosecute at the alleged infringement. If GENERAL notifies COMPANY that it intends to so prosecute, GENERAL shall, within three (three) months of its own expense any such infringements of notice to COMPANY either (i) cause infringement to terminate or (ii) initiate legal proceedings against the PATENT RIGHTS and, in furtherance of such right, M.I.T. hereby agrees infringer. In the event GENERAL notifies COMPANY that LICENSEE may join M.I.T. as a party plaintiff in any such suit, without expense GENERAL does not intend to M.I.T. The total cost of any such infringement action commenced or defended solely by LICENSEE shall be borne by LICENSEE, LICENSEE prosecute said Infringement COMPANY may, for such purposesupon notice to GENERAL, use initiate legal proceedings against the infringer at COMPANY's expense and in GENERAL's name of M.I.T. as party plaintiff; provided, however, that such right to bring an infringement action shall remain in effect only for if so long as the license granted herein remains exclusiverequired by law. No settlement, consent judgement judgment or other voluntary final disposition of the suit which invalidates or restricts the claims of such PATENT RIGHTS may be entered into without the consent of M.I.T. GENERAL, which consent shall not unreasonably be unreasonable withheld. LICENSEE COMPANY shall indemnify M.I.T. GENERAL against any order for costs payment that may be made against M.I.T. GENERAL in proceedings commenced and defended solely by LICENSEEsuch proceedings. 7.3 In the event that LICENSEE one party shall undertake the enforcement and/or defense of the initiate or carry on legal proceedings to enforce any PATENT RIGHTS by litigation, LICENSEE may withhold up to * of the royalties otherwise thereafter due M.I.T. hereunder and apply the same toward reimbursement of up to * of LICENSEE's expenses, including reasonable attorneys' fees, in connection therewith. 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 M.I.T. for any royalties past due or withheld and applied pursuant to this Article VII. The balance remaining from any such recovery attributable to damages for lost sales shall be divided according to the royalty percentages set forth in Section 4.1; any remaining balance shall be paid to LICENSEE. * CONFIDENTIAL TREATMENT REQUESTED 7.4 If within six (6) months after having been notified of any alleged infringement, LICENSEE shall have been unsuccessful in persuading the alleged infringer to desist and shall not have brought and shall not be diligently prosecuting an infringement action, or if LICENSEE shall notify M.I.T. at any time prior thereto of its intention not to bring suit RIGHT against any alleged infringer, then, the other party shall fully cooperate with and in those events only, M.I.T. 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, 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 shall not be obligated, to prosecute at its own expense any infringement 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 PATENT RIGHTSunreimbursed legal fees and expenses incurred by either party and then the remainder shall be divided between the parties as follows: [* * *] 7.4 For the purpose of the proceedings referred to in this Article 7, and, in furtherance the GENERAL and COMPANY shall permit the use of their names and shall execute such documents and carry out such other acts as may be necessary. The party initiating or carrying on such legal proceedings shall keep the other party informed of the progress of such right, LICENSEE hereby agrees that M.I.T. may include LICENSEE as a proceedings and said other party plaintiff in any such suit, without expense to LICENSEE. The total cost of any such infringement action commenced or defended solely by M.I.T. shall be borne entitled to counsel in such proceedings but at its own expense, said expenses to be off-set against any damages received by M.I.T.,the party bringing suit in accordance with the foregoing paragraph 7.3.

Infringement. 7.1 A. In the event that either party to this Agreement learns of the infringement of any of WVURC’s PATENT RIGHTS, that party will inform the other party in writing and will provide the other party with evidence of the infringement to the extent available. B. WVURC and LICENSEE will cooperate to terminate the infringement without litigation. C. If the efforts of WVURC and LICENSEE are not successful in resolving the infringement within sixty (60) days after the infringer has been formally notified of WVURC PATENT RIGHTS, WVURC has the right to: a. commence suit on its own account; b. commence suit jointly with LICENSEE; or c. refuse to participate in a suit. WVURC will give written notice to LICENSEE, of its election, within ten (10) business days after the expiration of the sixty (60) day period specified above. If WVURC elects not to commence suit or not to commence suit jointly with LICENSEE, then LICENSEE shall inform M.I.T. promptly in writing of any alleged have the right to commence suit and, if required by law, WVURC will join the suit as party plaintiff, if the infringement of the PATENT RIGHTS by a third party and of any available evidence thereof. * CONFIDENTIAL TREATMENT REQUESTED 7.2 During occurred during the term of this Agreement and in a country where LICENSEE had rights under this Agreement, LICENSEE shall have . D. Any legal action brought under this Section will be at the right, but shall not be obligated, to prosecute at its own expense any such infringements of the PATENT RIGHTS and, in furtherance of such right, M.I.T. hereby agrees that party initiating the legal action. LICENSEE may join M.I.T. as a party plaintiff in any such suit, without expense to M.I.T. The total cost will bear all expenses of any such infringement action commenced or defended solely brought by LICENSEE shall be borne under this Section, including attorneys’ fees and costs of both parties in defending any declaratory judgment actions or counterclaims brought by the alleged infringer. If legal action is brought by LICENSEE, WVURC shall be entitled to twenty-five (25%) percent of any damage recovery based on lost profits of LICENSEE, or a reasonable royalty or both. Legal action brought jointly by WVURC and LICENSEE mayand fully participated in by both will be at the joint expense of WVURC and LICENSEE and all recoveries will be shared jointly by them in proportion to the share of expenses paid by each. E. Each party will cooperate with the other in proceedings instituted hereunder, for such purposesprovided expenses are borne by the party bringing suit. Litigation will be controlled by the party bringing suit, use except that WVURC will control the name of M.I.T. as party plaintiff; provided, however, that such right to bring an infringement action shall remain in effect only for so long as the license granted herein remains exclusivelitigation if brought jointly. No settlement, consent judgement or other voluntary final disposition of the suit WVURC may be entered into without the consent represented by its choice of M.I.T. which consent shall not unreasonably be withheld. LICENSEE shall indemnify M.I.T. against counsel in any order for costs that may be made against M.I.T. in proceedings commenced and defended solely suit brought by LICENSEE. 7.3 In F. Neither party will settle or compromise any suit without the event that LICENSEE shall undertake the enforcement and/or defense of the PATENT RIGHTS by litigationother party’s written consent, LICENSEE may withhold up to * of the royalties otherwise thereafter due M.I.T. hereunder and apply the same toward reimbursement of up to * of LICENSEE's expenses, including reasonable attorneys' fees, in connection therewith. 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 M.I.T. for any royalties past due or withheld and applied pursuant to this Article VII. The balance remaining from any such recovery attributable to damages for lost sales shall be divided according to the royalty percentages set forth in Section 4.1; any remaining balance shall be paid to LICENSEE. * CONFIDENTIAL TREATMENT REQUESTED 7.4 If within six (6) months after having been notified of any alleged infringement, LICENSEE shall have been unsuccessful in persuading the alleged infringer to desist and shall not have brought and shall which consent will not be diligently prosecuting an infringement action, or if LICENSEE shall notify M.I.T. at any time prior thereto of its intention not to bring suit against any alleged infringer, then, and in those events only, M.I.T. shall have the right, but shall not be obligated, to prosecute at its own expense any infringement of the PATENT RIGHTS, and, in furtherance of such right, LICENSEE hereby agrees that M.I.T. 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 M.I.T. shall be borne by M.I.T.,unreasonably withheld.

Infringement. 7.1 LICENSEE shall inform M.I.T. promptly Except as set forth in writing of Sections 8.5.3, 8.6.3 and 8.7.3, in the event that any alleged infringement of the PATENT RIGHTS Licensed Patent Rights are infringed or believed to be infringed by a third party 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 of any available evidence thereof. * CONFIDENTIAL TREATMENT REQUESTED 7.2 During the term of this Agreement, LICENSEE shall have the rightright to settle or compromise the same, but and Progenitor agrees that it shall not be obligatedfully 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 prosecute at its own expense any such infringements of the PATENT RIGHTS do so in Progenitor's name, and, in furtherance of if Progenitor is a legally indispensable party to such rightaction, M.I.T. hereby agrees that LICENSEE Novo Nordisk may join M.I.T. cause it to be joined as a party plaintiff 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 reimbursements from any such suitaction shall first be applied to reimburse Novo Nordisk for its expenses, without expense costs and fees in connection with the action. Any remaining recoveries or reimbursements, to M.I.T. The total cost 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 any such infringement action commenced or defended solely by LICENSEE the amount that would be payable pursuant to Section 4.4), shall be borne shared with Progenitor in accordance with Section 4.4, and otherwise shall be retained by LICENSEE, LICENSEE may, for such purposes, use the name of M.I.T. Novo Nordisk as party plaintiff; provided, however, that such right to bring an infringement action shall remain in effect only for so long as the license granted herein remains exclusiveits own property. No settlement, consent judgement or other voluntary final disposition of the suit may be entered into without the consent of M.I.T. which consent shall not unreasonably be withheld. LICENSEE shall indemnify M.I.T. against any order for costs that may be made against M.I.T. in proceedings commenced and defended solely by LICENSEE.J:\DOCS\BTPM_NY_\46\0035332.02 10/3/95 -19- 7.3 In the event that LICENSEE shall undertake the enforcement and/or defense Novo Nordisk decides not to commence or continue prosecution of an infringement of the PATENT RIGHTS by litigation, LICENSEE may withhold up to * of the royalties otherwise thereafter due M.I.T. hereunder and apply the same toward reimbursement of up to * of LICENSEE's expenses, including reasonable attorneys' fees, in connection therewith. 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 Licensed Patent Rights pursuant to the suitabove paragraphs, and next toward reimbursement Novo Nordisk will promptly give written notice of M.I.T. for any royalties past due or withheld and applied pursuant such decision to this Article VIIProgenitor. The balance remaining from any such recovery attributable to damages for lost sales Progenitor shall be divided according to the royalty percentages set forth in Section 4.1; any remaining balance shall be paid to LICENSEE. * CONFIDENTIAL TREATMENT REQUESTED 7.4 If within six (6) months after having been notified of any alleged infringement, LICENSEE shall have been unsuccessful in persuading the alleged infringer to desist and shall not have brought and shall not be diligently prosecuting an infringement action, or if LICENSEE shall notify M.I.T. at any time prior thereto of its intention not to bring suit against any alleged infringer, then, and in those events only, M.I.T. shall thereafter have the right, but shall not be obligatedthe obligation, to prosecute commence or continue such action at its own expense any expense, controlling such action and retaining all recoveries therefrom. If Progenitor elects to bring an action to prosecute the infringement of any Licensed Patent Rights under this Section, 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 PATENT RIGHTSright to do so in Novo Nordisk's name, and, in furtherance of if Novo Nordisk is a legally indispensable party to such rightaction, LICENSEE hereby agrees that M.I.T. Progenitor may include LICENSEE cause it to be joined as a party plaintiff in any such suitaction at Progenitor's expense, without expense and Novo Nordisk agrees to LICENSEE. The total cost cooperate fully in every reasonable way with the prosecution of any such infringement action commenced or defended solely by M.I.T. shall be borne by M.I.T.,action.

Infringement. 7.1 8.1. LICENSEE or its SUBLICENSEE(s) shall inform M.I.T. have the right to prosecute in their own name and at their own expense any infringement of the PATENT RIGHTS, so long as the license is effective at the time such legal action is commenced. LICENSOR agrees to notify LICENSEE promptly in writing of any alleged each infringement of the PATENT RIGHTS by a third party and of any available evidence thereofwhich LICENSOR becomes aware. * CONFIDENTIAL TREATMENT REQUESTED 7.2 During the term of this AgreementBefore LICENSEE or its SUBLICENSEES commences an action for infringement, LICENSEE or SUBLICENSEE shall have notify LICENSOR and carefully consider the right, but shall not be obligated, views of LICENSOR and the public interest. 8.2. LICENSOR agrees to prosecute at its own expense any such infringements of the PATENT RIGHTS and, in furtherance of such right, M.I.T. hereby agrees that LICENSEE may join M.I.T. as a party plaintiff in any such suit, without expense to M.I.T. The total cost of any such infringement action commenced or defended solely by LICENSEE shall be borne lawsuit initiated by LICENSEE, if requested by LICENSEE, with all costs, attorney fees and expenses to be paid by LICENSEE. 8.3. If LICENSEE mayundertakes to enforce and/or defend the PATENT RIGHTS by litigation, any award paid by a third party as a result of such enforcement and/or defense shall be applied first to satisfy LICENSOR’s and LICENSEE’S unreimbursed expenses and legal fees for such purposesthe litigation, use the name of M.I.T. and any remaining balance shall be subject to EARNED ROYALTIES as party plaintiff; provided, however, that such right to bring an infringement action shall remain set forth in effect only for so long as the license granted herein remains exclusiveSection 3.6. INFORMATION MARKED BY [***] HAS BEEN OMITTED PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT. THE OMITTED PORTION HAS BEEN SEPARATELY FILED WITH THE SECURITIES AND EXCHANGE COMMISSION. 8.4. No settlement, consent judgement judgment or other voluntary final disposition of the suit may be entered into without the consent of M.I.T. LICENSOR’s consent, which consent shall not unreasonably be withheld. LICENSEE shall indemnify M.I.T. against any order for costs that may be made against M.I.T. in proceedings commenced and defended solely by LICENSEE. 7.3 In the event that LICENSEE shall undertake the enforcement and/or defense of the PATENT RIGHTS by litigation, LICENSEE may withhold up to * of the royalties otherwise thereafter due M.I.T. hereunder and apply the same toward reimbursement of up to * of LICENSEE's expenses, including reasonable attorneys' fees, in connection therewith. 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 M.I.T. for any royalties past due or withheld and applied pursuant to this Article VII. The balance remaining from any such recovery attributable to damages for lost sales shall be divided according to the royalty percentages set forth in Section 4.1; any remaining balance shall be paid to LICENSEE. * CONFIDENTIAL TREATMENT REQUESTED 7.4 If within six (6) months after having been notified of any alleged infringement, LICENSEE shall have been unsuccessful in persuading the alleged infringer to desist and shall not have brought and shall not be diligently prosecuting an infringement action, or if unreasonably withheld. 8.5. If LICENSEE shall notify M.I.T. at any time prior thereto of and its intention SUBLICENSEE(s) elect not to bring suit against any alleged infringer, then, and in those events only, M.I.T. shall have the right, but shall not be obligated, exercise their right to prosecute at its own expense any or defend an infringement of the PATENT RIGHTS, andLICENSOR may do so at its own expense, in furtherance of controlling such right, LICENSEE hereby agrees that M.I.T. may include LICENSEE as action and retaining all recoveries. 8.6. If a party plaintiff in any such suit, without expense to LICENSEE. The total cost declaratory judgment action alleging invalidity of any such infringement of the PATENT RIGHTS is brought against LICENSEE or LICENSOR, then LICENSOR, at its sole option, has the right to intervene and take over the defense of the action commenced or defended solely by M.I.T. shall be borne by M.I.T.,at its own expense.

Infringement. 7.1 LICENSEE a. ASRI will protect its Licensed Patents from infringement and prosecute infringers at its own expense when in its sole judgment such action may be reasonably necessary, proper, and justified. b. If the Company shall inform M.I.T. promptly in writing of any alleged have supplied ASRI with written evidence demonstrating to ASRI's satisfaction prima facie infringement of the PATENT RIGHTS a claim of a Licensed Patent, by a third party making, using or selling products in competition with the Company or any of its Affiliates or Sublicensees, the Company may by notice request that ASRI take steps to assert the Licensed Patent. Unless ASRI shall within three months of the receipt of such notice either (i) cause such infringement to terminate or (ii) initiate legal proceedings against the infringer, the Company, may upon notice to ASRI, initiate legal proceedings against the infringer at the Company's expense and ASRI agrees to allow Company to name ASRI co-plaintiff in such an action. In such event, the Company may deduct from payments due hereunder to ASRI reasonable costs and legal fees incurred to conduct such proceedings, but in no event shall any payment due in any calendar quarter be reduced by more than 50% of the amount otherwise due to ASRI hereunder. Any recovery by the Company in such proceedings shall first be used to reimburse the Company for its reasonable costs and legal fees incurred to conduct such proceedings and next to pay to ASRI an amount equal to all amounts withheld from ASRI by the Company under this Section 9 during the pendency of the proceedings. The balance shall be treated as Net Sales. In the event one party shall initiate or carry on legal proceedings to enforce any available evidence thereofLicensed Patent against an alleged infringer, the other party shall use its best efforts to cooperate fully with and shall supply all assistance reasonably requested by the party initiating or carrying on such proceedings. * CONFIDENTIAL TREATMENT REQUESTED 7.2 During the term of this Agreement, LICENSEE The party that institutes any proceeding to protect or enforce a Licensed Patent shall have the right, but shall not be obligated, to prosecute at its own expense any such infringements sole control of the PATENT RIGHTS and, in furtherance of such right, M.I.T. hereby agrees that LICENSEE may join M.I.T. as a party plaintiff in any such suit, without expense to M.I.T. The total cost of any such infringement action commenced or defended solely by LICENSEE proceeding and shall be borne responsible for the reasonable expenses incurred by LICENSEEsaid other party in providing such assistance and cooperation as is requested pursuant to this Section 9, LICENSEE may, for such purposes, use the name of M.I.T. as party plaintiff; provided, however, that such right to bring an infringement action shall remain in effect only for so long as the license granted herein remains exclusive. No settlement, consent judgement or other voluntary final disposition Party retaining control of the suit may be entered into without the consent of M.I.T. which consent shall not unreasonably be withheld. LICENSEE shall indemnify M.I.T. against any order for costs that may be made against M.I.T. in proceedings commenced and defended solely by LICENSEE. 7.3 In the event that LICENSEE shall undertake the enforcement and/or defense of the PATENT RIGHTS by litigation, LICENSEE may withhold up to * of the royalties otherwise thereafter due M.I.T. hereunder and apply the same toward reimbursement of up to * of LICENSEE's expenses, including reasonable attorneys' fees, in connection therewith. 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 M.I.T. for any royalties past due or withheld and applied pursuant to this Article VII. The balance remaining from any such recovery attributable to damages for lost sales shall be divided according to the royalty percentages set forth in Section 4.1; any remaining balance shall be paid to LICENSEE. * CONFIDENTIAL TREATMENT REQUESTED 7.4 If within six (6) months after having been notified of any alleged infringement, LICENSEE shall have been unsuccessful in persuading the alleged infringer to desist and shall not have brought and shall not be diligently prosecuting an infringement action, or if LICENSEE shall notify M.I.T. at any time a declaratory judgment brought by a third party alleging non-infringement, may not, without the prior thereto written consent of its intention the other Party, not to bring suit against be unreasonably withheld, settle any such action on terms which would involve a monetary payment by the other Party, provide for an admission of liability or wrongdoing by the other Party or its Affiliates or employees, or obligate the other Party to take or refrain from taking any action in the future. For the sake of clarity, this Section 9.c shall not apply to any Licensed Patent licensed non-exclusively under this Agreement or to any legal proceedings that are not initiated under Section 9.b. c. Company shall during the exclusive period of this Agreement have the sole right subject to the terms and conditions hereof to sublicense any alleged infringer, then, and in those events only, M.I.T. shall have the right, but shall not be obligated, to prosecute at its own expense any infringement infringer for future use of the PATENT RIGHTS, and, in furtherance Patent Rights to the extent licensed by this Agreement. Any upfront fees paid to Company as part of such righta sublicense, LICENSEE hereby agrees that M.I.T. may include LICENSEE as a party plaintiff in any such suit, without expense to LICENSEE. The total cost after reimbursement of any such infringement action commenced or defended solely legal expenses incurred by M.I.T. Company, shall be borne by M.I.T.,treated as Sublicense Revenues for purposes of this Agreement.

Infringement. 7.1 LICENSEE shall inform M.I.T. Indemnity With respect to Modzy Software for which you have paid a fee to Modzy, during the applicable License Period, we will, at our expense, (i) defend you from and against all actions, proceedings, claims and demands by a third party (a “ Third-Party Claim”) alleging that the Modzy Software (and not any Models) infringes any copyright or misappropriates any trade secret and (ii) pay all damages, costs and expenses, including attorneys’ fees and costs (whether by settlement or award of by a final judicial judgment) paid to the third party bringing any such Third-Party Claim. Our obligations under this Section are conditioned upon (i) us being promptly notified in writing of any alleged infringement Third-Party Claim for which you seek indemnification under this Section, (ii) us having the sole and exclusive right to control the defense and settlement of the PATENT RIGHTS by Third-Party Claim, and (iii) you providing all reasonable assistance in the defense of such Third Party Claim. In no event shall you settle any Third-Party Claim without our prior written approval. You may, at your own expense, engage separate counsel to advise you regarding a third party Third-Party Claim and to participate in the defense of the Third-Party Claim, subject to our right to control the defense and settlement. If any available evidence thereofThird-Party Claim which we are obligated to defend has occurred, or in our determination is likely to occur, we may, in our sole discretion and at our option and expense (a) obtain for you the right to use the Modzy Software, (b) substitute a functionality equivalent, non-infringing replacement for the Modzy Software, (c) modify the Modzy Software to make it non-infringing and functionally equivalent, or (d) terminate this Agreement and refund to you any prepaid amounts attributable the period of time between the date you were unable to use the Modzy Software due to such Third Party Claim and the remaining days in the then-current License Period. * CONFIDENTIAL TREATMENT REQUESTED 7.2 During Notwithstanding anything to the term of contrary in this Agreement, LICENSEE shall have the right, but foregoing obligations shall not be obligated, apply with respect to prosecute at its own expense any a claim of infringement if such infringements claim arises out of (i) use of the PATENT RIGHTS andModzy Software in combination with any software, in furtherance hardware, network or system not supplied by us where the alleged infringement relates to such combination, (ii) any modification or alteration of such rightthe Modzy Software other than by us, M.I.T. hereby agrees that LICENSEE may join M.I.T. as a party plaintiff in any such suit(iii) your continued use of the Modzy Software after we have notified you to discontinue use because of an infringement claim, without expense to M.I.T. The total cost (iv) use of open source software; (v) your violation of any applicable law; (vi) the download of, access to or use of any Model; (vii) your failure to install an Update issued by us when such Update would have prevented the alleged infringement action commenced or defended solely by LICENSEE shall be borne by LICENSEE, LICENSEE may, for such purposes, (viii) your use the name of M.I.T. as party plaintiff; provided, however, that such right to bring an infringement action shall remain in effect only for so long as the license granted herein remains exclusive. No settlement, consent judgement or other voluntary final disposition of the suit may be entered into without the consent of M.I.T. which consent shall not unreasonably be withheldModzy Software other than in accordance with this Agreement. LICENSEE shall indemnify M.I.T. against any order for costs that may be made against M.I.T. in proceedings commenced and defended solely by LICENSEETHE FOREGOING STATES OUR ENTIRE LIABILITY WITH RESPECT TO THE INFRINGEMENT OR MISAPPROPRIATION OF ANY INTELLECTUAL PROPERTY OR PROPRIETARY RIGHTS BY THE MODZY SOFTWARE OR OTHERWISE, AND YOU HEREBY EXPRESSLY WAIVE ANY OTHER LIABILITIES OR OBLIGATIONS OF MODZY WITH RESPECT THERETO. NO DEFENSE OR INDEMNITIES OF ANY KIND WHATSOEVER ARE PROVIDED FOR YOUR BENEFIT DURING THE LICENSE PERIOD FOR ANY MODZY SOFTWARE FOR WHICH YOU HAVE NOT PAID A LICENSE FEE TO US. 7.3 In the event that LICENSEE shall undertake the enforcement and/or defense of the PATENT RIGHTS by litigation, LICENSEE may withhold up to * of the royalties otherwise thereafter due M.I.T. hereunder and apply the same toward reimbursement of up to * of LICENSEE's expenses, including reasonable attorneys' fees, in connection therewith. 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 M.I.T. for any royalties past due or withheld and applied pursuant to this Article VII. The balance remaining from any such recovery attributable to damages for lost sales shall be divided according to the royalty percentages set forth in Section 4.1; any remaining balance shall be paid to LICENSEE. * CONFIDENTIAL TREATMENT REQUESTED 7.4 If within six (6) months after having been notified of any alleged infringement, LICENSEE shall have been unsuccessful in persuading the alleged infringer to desist and shall not have brought and shall not be diligently prosecuting an infringement action, or if LICENSEE shall notify M.I.T. at any time prior thereto of its intention not to bring suit against any alleged infringer, then, and in those events only, M.I.T. shall have the right, but shall not be obligated, to prosecute at its own expense any infringement of the PATENT RIGHTS, and, in furtherance of such right, LICENSEE hereby agrees that M.I.T. 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 M.I.T. shall be borne by M.I.T.,

Infringement. 7.1 LICENSEE 7.1. GENERAL and COMPANY will protect GENERAL’s PATENT RIGHTS from infringement and prosecute infringers when such action may be reasonably necessary, proper and justified. 7.2. If either party shall inform M.I.T. promptly in writing of any alleged have supplied the other party with written evidence demonstrating prima facie infringement of a claim of a PATENT RIGHT in the PATENT RIGHTS LICENSE FIELD by a third party and of any available evidence thereof. * CONFIDENTIAL TREATMENT REQUESTED 7.2 During the term of this Agreementparty, LICENSEE COMPANY shall have the rightright to take steps to protect the PATENT RIGHT, but either upon notice from GENERAL requesting such action, or on its own initiative. COMPANY shall not be obligated, notify GENERAL within three (3) months of one party’s providing the other with evidence of infringement whether COMPANY intends to prosecute at the alleged infringement. If COMPANY notifies GENERAL that it intends to so prosecute, COMPANY shall, within three (3) months of its own expense any such infringements of notice to GENERAL either (i) cause infringement to terminate or (ii) initiate [and diligently prosecute] legal proceedings against the PATENT RIGHTS andinfringer in GENERAL’s name if so required by law. In the event COMPANY notifies GENERAL that COMPANY does not intend to prosecute said infringement, in furtherance of such right, M.I.T. hereby agrees that LICENSEE may join M.I.T. as a party plaintiff in any such suit, without expense to M.I.T. The total cost of any such infringement action commenced or defended solely by LICENSEE shall be borne by LICENSEE, LICENSEE GENERAL may, for such purposesupon notice to COMPANY, use initiate legal proceedings against the name of M.I.T. as party plaintiff; provided, however, that such right to bring an infringement action shall remain in effect only for so long as the license granted herein remains exclusiveinfringer at GENERAL’s expense. No settlement, consent judgement judgment or other voluntary final disposition of the suit which invalidates or restricts the claims of such PATENT RIGHTS may be entered into without the consent of M.I.T. the other party, which consent shall not be unreasonably withheld, but provided that, in the event one party (“the Objecting Party”) withholds consent for a proposed settlement, the party proposing the settlement may decline to support further costs of such suit or settlement discussions, and the Objecting Party shall be withheldrequired to continue such suit or settlement discussions at its own expense. LICENSEE COMPANY shall indemnify M.I.T. GENERAL against any order for costs payment that may be made against M.I.T. GENERAL in such proceedings. GENERAL shall indemnify COMPANY against any damages that may be made against COMPANY to the extent arising out of any proceedings commenced and defended solely by LICENSEEwhich GENERAL brings at its own expense pursuant to this paragraph 7.2 following COMPANY’s decision not to prosecute any alleged infringement. 7.3 7.3. In the event that LICENSEE one party shall undertake the enforcement and/or defense of the initiate or carry on legal proceedings to enforce any PATENT RIGHTS by litigation, LICENSEE may withhold up to * of the royalties otherwise thereafter due M.I.T. hereunder and apply the same toward reimbursement of up to * of LICENSEE's expenses, including reasonable attorneys' fees, in connection therewith. 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 M.I.T. for any royalties past due or withheld and applied pursuant to this Article VII. The balance remaining from any such recovery attributable to damages for lost sales shall be divided according to the royalty percentages set forth in Section 4.1; any remaining balance shall be paid to LICENSEE. * CONFIDENTIAL TREATMENT REQUESTED 7.4 If within six (6) months after having been notified of any alleged infringement, LICENSEE shall have been unsuccessful in persuading the alleged infringer to desist and shall not have brought and shall not be diligently prosecuting an infringement action, or if LICENSEE shall notify M.I.T. at any time prior thereto of its intention not to bring suit RIGHT against any alleged infringer, then, the other party shall fully cooperate with and in those events only, M.I.T. 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, 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 shall not be obligated, to prosecute at its own expense any infringement 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 PATENT RIGHTSunreimbursed 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, COMPANY shall receive an amount equal to the damages the court determines COMPANY 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 COMPANY as a result of the infringement had COMPANY made such sales, and, in furtherance of such right, LICENSEE hereby agrees that M.I.T. 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 M.I.T. shall be borne by M.I.T.,

Infringement. 7.1 LICENSEE shall Section 12.01. Normandy University via Normandie Valorisation, on behalf of the Establishments and the Company, will inform M.I.T. promptly in writing each other [**] of any alleged case of infringement of the PATENT RIGHTS by a third party in relation to the Patent of which they are aware and/or any claim or infringement action against them. Section 12.02. In the event of an infringement of one or more Patents in the Field of Use by a third party, the Establishments may initiate legal proceedings against the infringing third party at their own expense; it being understood that the compensation and of any available evidence thereofdamages awarded by the court will be fully and irrevocably acquired. * CONFIDENTIAL TREATMENT REQUESTED 7.2 During the term of this Agreement, LICENSEE shall have the right, but This provision shall not be obligatedprevent the Company from intervening in the proceeding, to prosecute at its own expense expense, to obtain compensation for its own specific damages. SOPHiA GENETICS shall have full and irrevocable entitlement to any compensation and damages awarded to it as a result of such infringements proceedings. If the Establishments decide not to initiate any infringement actions and if the Company wishes to act, the Company may, after a formal notice sent by registered letter with acknowledgement of receipt to Normandy University via Normandie Valorisation on behalf of the PATENT RIGHTS andEstablishments has remained unanswered by the Establishments for more than [**], start a proceeding for infringement at its sole initiative, in furtherance of such right, M.I.T. hereby agrees that LICENSEE may join M.I.T. as a party plaintiff in any such suit, without expense to M.I.T. The total cost of any such infringement action commenced or defended solely by LICENSEE shall be borne by LICENSEE, LICENSEE may, for such purposes, use the its sole name of M.I.T. as party plaintiff; provided, however, that such right to bring an infringement action shall remain in effect only for so long as the license granted herein remains exclusive. No settlement, consent judgement or other voluntary final disposition of the suit may be entered into without the consent of M.I.T. which consent shall not unreasonably be withheld. LICENSEE shall indemnify M.I.T. against any order for costs that may be made against M.I.T. in proceedings commenced and defended solely by LICENSEE. 7.3 In the event that LICENSEE shall undertake the enforcement and/or defense of the PATENT RIGHTS by litigation, LICENSEE may withhold up to * of the royalties otherwise thereafter due M.I.T. hereunder and apply the same toward reimbursement of up to * of LICENSEE's expenses, including reasonable attorneys' fees, in connection therewith. 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 M.I.T. for any royalties past due or withheld and applied pursuant to this Article VII. The balance remaining from any such recovery attributable to damages for lost sales shall be divided according to the royalty percentages set forth in Section 4.1; any remaining balance shall be paid to LICENSEE. * CONFIDENTIAL TREATMENT REQUESTED 7.4 If within six (6) months after having been notified of any alleged infringement, LICENSEE shall have been unsuccessful in persuading the alleged infringer to desist and shall not have brought and shall not be diligently prosecuting an infringement action, or if LICENSEE shall notify M.I.T. at any time prior thereto of its intention not to bring suit against any alleged infringer, then, and in those events only, M.I.T. shall have the right, but shall not be obligated, to prosecute at its own expense any infringement expense. In countries where a legal provision prohibits it from initiating a proceeding, the Establishments shall provide, at the Company’s simple request and in a timely manner, all the powers that are necessary for it to act in the name and stead of the PATENT RIGHTSEstablishments. Section 12.03. If infringement proceedings are brought against the Company and/or its Affiliates when it comes to using the Products, anddue to the use of Patents in the Field, in furtherance Normandy University via Normandie Valorisation, acting on behalf of such rightUNIROUEN and CHB, LICENSEE hereby agrees that M.I.T. will make its best efforts to help the Company defend its interests and those of its Affiliates. [**]. [**]. [**]. Section 12.04. If the Patent is cancelled, the provisions relating to guarantees shall apply and may include LICENSEE as a party plaintiff in any such suit, without expense to LICENSEEnot be waived. Section 12.05. The total cost Parties agree to provide each other with all of any such infringement action commenced or defended solely by M.I.T. shall be borne by M.I.T.,the documents and elements they may need during the aforementioned procedures.

Infringement. 7.1 LICENSEE shall inform M.I.T. promptly in writing of any alleged infringement of the PATENT RIGHTS by (a) If a third party and makes, uses or sells a XENOGRAFT PRODUCT that infringes any of any available evidence thereof. * CONFIDENTIAL TREATMENT REQUESTED 7.2 During the term of this AgreementBTI PATENTS under which LOXO is licensed, LICENSEE LOXO shall have the rightright and option but not the obligation to bring an action for infringement, but shall not be obligated, to prosecute at its own expense any sole expense, against such infringements third party in the name of LOXO, and to join the owner of the BTI PATENT RIGHTS and, in furtherance of such right, M.I.T. hereby agrees that LICENSEE may join M.I.T. as a party plaintiff in any such suit, without expense to M.I.T. The total cost if required. LOXO shall promptly notify BTI of any such infringement and shall keep BTI informed as to the prosecution of any action commenced or defended solely by LICENSEE shall be borne by LICENSEE, LICENSEE may, for such purposes, use the name of M.I.T. as party plaintiff; provided, however, that such right to bring an infringement and shall not institute any infringement action shall remain in effect only for so long as the license granted herein remains exclusivewithout providing BTI with thirty (30) days prior written notice. No settlement, consent judgement judgment or other voluntary final disposition of the suit may be entered into without the consent of M.I.T. BTI, which consent shall not unreasonably be withheld. LICENSEE shall indemnify M.I.T. against any order for costs that may be made against M.I.T. in proceedings commenced The rights granted under this Section 7.1 are subject to the terms and defended solely by LICENSEE. 7.3 In the event that LICENSEE shall undertake the enforcement and/or defense conditions of the PATENT RIGHTS by litigation, LICENSEE may withhold up THIRD PARTY AGREEMENTS with respect to * of the royalties otherwise thereafter due M.I.T. hereunder and apply the same toward reimbursement of up to * of LICENSEE's expenses, including reasonable attorneys' fees, in connection therewithBTI PATENTS licensed under THIRD PARTY AGREEMENTS. Any recovery of damages by LICENSEE LOXO 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 M.I.T. for any royalties past due or withheld and applied pursuant to this Article VIIobligations under THIRD PARTY AGREEMENTS. The balance balance, if any, remaining from any such recovery attributable to damages for lost sales shall be divided according retained by LOXO. 7.2. In the event that LOXO elects not to pursue an action for infringement pursuant to Section 7.1, or does not do so within sixty (60) days after written notice by BTI that an unlicensed third party is an infringer of a BTI PATENT licensed to LOXO, BTI or its licensor(s) shall have the right and option, but not the obligation at its cost and expense to initiate infringement litigation and to retain any recovered damages. 7.3. In any infringement suit either PARTY may institute to enforce the BTI PATENTS 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 royalty percentages set forth extent possible, have its employees testify when requested and make available relevant records, papers, information, samples, specimens, and the like. All reasonable out-of-pocket costs of the other PARTY incurred in Section 4.1; any remaining balance connection with rendering such cooperation shall be paid to LICENSEE. * CONFIDENTIAL TREATMENT REQUESTED 7.4 If within six (6) months after having been notified of any alleged infringement, LICENSEE shall have been unsuccessful in persuading by the alleged infringer to desist and shall not have brought and shall not be diligently prosecuting an infringement action, or if LICENSEE shall notify M.I.T. at any time prior thereto of its intention not to bring suit against any alleged infringer, then, and in those events only, M.I.T. shall have the right, but shall not be obligated, to prosecute at its own expense any infringement of the PATENT RIGHTS, and, in furtherance of such right, LICENSEE hereby agrees that M.I.T. 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 M.I.T. shall be borne by M.I.T.,requesting PARTY.

Infringement. 7.1 LICENSEE shall inform M.I.T. promptly If any claims in writing of any alleged infringement of the PATENT RIGHTS are believed to be infringed by a third party, the party and to this AGREEMENT first having knowledge of any available evidence thereofsuch infringement shall promptly so notify the other party to this AGREEMENT in writing. * CONFIDENTIAL TREATMENT REQUESTEDSuch notice shall set forth in reasonable detail the facts of that infringement as are then known. The parties shall keep each other informed on a timely basis of all developments within their knowledge in relation to such infringement. 7.2 BIOMIRA shall have the primary right, but not the obligation, to initiate, prosecute, and control any action or proceeding with respect to such infringement. UA agrees to cooperate and give reasonable assistance including executing all necessary documents and being named a party plaintiff and to vest in BIOMIRA the right to institute any such suit. To the extent BIOMIRA exercises its rights under this section 7.2, BIOMIRA shall bear all costs and expenses incurred by it in the foregoing regard. Any recoveries as a result of such proceedings shall belong to BIOMIRA, provided that if BIOMIRA's recoveries exceed BIOMIRA's costs and expenses with respect to such infringement action, such excess recoveries shall be considered NET SALES and subject to the applicable royalty obligations under section 4.1.2. 7.3 Decisions or actions concerning or governing any final disposition of the complaint shall be taken in consultation with UA. 7.4 During the term of this AgreementAGREEMENT, LICENSEE if BIOMIRA fails in a reasonably timely manner to or chooses not to prosecute infringers, UA shall have the right, but shall not be obligated, to prosecute at its own expense any such infringements all infringers of the PATENT RIGHTS and, in furtherance of such right, M.I.T. BIOMIRA hereby agrees that LICENSEE UA may join M.I.T. include BIOMIRA as a party plaintiff in any such suit, without expense to M.I.T. The total cost of any such infringement action commenced or defended solely by LICENSEE shall be borne by LICENSEE, LICENSEE may, for such purposes, use the name of M.I.T. as party plaintiff; provided, however, that such right to bring an infringement action shall remain in effect only for so long as the license granted herein remains exclusive. No settlement, consent judgement or other voluntary final disposition of the suit may be entered into without the consent of M.I.T. which consent shall not unreasonably be withheld. LICENSEE shall indemnify M.I.T. against any order for costs that may be made against M.I.T. in proceedings commenced and defended solely by LICENSEE. 7.3 In the event that LICENSEE shall undertake the enforcement and/or defense of the PATENT RIGHTS by litigation, LICENSEE may withhold up to * of the royalties otherwise thereafter due M.I.T. hereunder and apply the same toward reimbursement of up to * of LICENSEE's expenses, including reasonable attorneys' fees, in connection therewith. 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 M.I.T. for any royalties past due or withheld and applied pursuant to this Article VII. The balance remaining from any such recovery attributable to damages for lost sales shall be divided according to the royalty percentages set forth in Section 4.1; any remaining balance shall be paid to LICENSEE. * CONFIDENTIAL TREATMENT REQUESTED 7.4 If within six (6) months after having been notified of any alleged infringement, LICENSEE shall have been unsuccessful in persuading the alleged infringer to desist and shall not have brought and shall not be diligently prosecuting an infringement action, or if LICENSEE shall notify M.I.T. at any time prior thereto of its intention not to bring suit against any alleged infringer, then, and in those events only, M.I.T. shall have the right, but shall not be obligated, to prosecute at its own expense any infringement of the PATENT RIGHTS, and, in furtherance of such right, LICENSEE hereby agrees that M.I.T. may include LICENSEE as a party plaintiff in any such suit, without expense to LICENSEEBIOMIRA. The total cost of any such infringement action commenced or defended solely by M.I.T. UA shall be borne by M.I.T.,UA and UA shall keep any recovery or damages for past infringement derived therefrom. 7.5 In the event that a declaratory judgment action alleging invalidity of or infringement of third party rights by any of the PATENT RIGHTS shall be brought against BIOMIRA and/or UA, and BIOMIRA fails to or chooses not to defend such action in a reasonably timely manner, UA, at its option, shall have the right, within [+] after commencement of such action, to intervene and take over the defense of the action at its own expense. 7.6 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 and expense 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.

Infringement. 7.1 LICENSEE 8.1 The Parties shall inform M.I.T. promptly in writing notify each other of any alleged suspected infringement of the PATENT RIGHTS by a third party and of any available evidence thereof. * CONFIDENTIAL TREATMENT REQUESTEDLicensed Patents. 7.2 i. During the term of this AgreementTerm, LICENSEE shall COMPANY shall, at its expense, have the rightright to enforce any Licensed Patents against such infringer and may defend any declaratory judgment action brought against it alleging the invalidity of a Licensed Patent. COMPANY agrees to defend EMORY against any counterclaim brought against it in such action. EMORY shall cooperate with COMPANY in such effort, but shall not be obligatedat COMPANY'S expense, to prosecute at its own expense any such infringements of the PATENT RIGHTS and, in furtherance of such right, M.I.T. hereby agrees that LICENSEE may join M.I.T. including being joined as a party plaintiff in to such action, if necessary. COMPANY shall reimburse EMORY for any such suitcosts incurred, without expense to M.I.T. The total cost including reasonable attorneys’ fees, as part of any such infringement action commenced or defended solely brought by LICENSEE COMPANY. ii. COMPANY shall be borne by LICENSEEnot enter into any settlement agreement, LICENSEE may, for such purposes, use the name of M.I.T. as party plaintiff; provided, however, that such right to bring an infringement action shall remain in effect only for so long as the license granted herein remains exclusive. No settlementvoluntary dismissal, consent judgement judgment or other voluntary final disposition of in any action regarding the suit may be entered into Licensed Patents, including without the express written consent of M.I.T. EMORY. Any amounts received for punitive or exemplary damages shall be shared equally between EMORY and COMPANY and any other amounts received, including compensatory damages or damages based on a loss of revenues which consent exceed the out-of-pocket costs and expenses incurred by COMPANY, shall not unreasonably be withheld. LICENSEE shall indemnify M.I.T. against any order for costs that may deemed to be made against M.I.T. the proceeds of Sales of Licensed Products in proceedings commenced and defended solely by LICENSEEthe fiscal quarter received. 7.3 In the event that LICENSEE shall undertake the enforcement and/or defense 8.2 If COMPANY fails, within one hundred twenty (120) days after receiving notice of the PATENT RIGHTS by litigation, LICENSEE may withhold up to * of the royalties otherwise thereafter due M.I.T. hereunder and apply the same toward reimbursement of up to * of LICENSEE's expenses, including reasonable attorneys' fees, in connection therewith. 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 M.I.T. for any royalties past due or withheld and applied pursuant to this Article VII. The balance remaining from any such recovery attributable to damages for lost sales shall be divided according to the royalty percentages set forth in Section 4.1; any remaining balance shall be paid to LICENSEE. * CONFIDENTIAL TREATMENT REQUESTED 7.4 If within six (6) months after having been notified of any alleged a potential infringement, LICENSEE shall have been unsuccessful in persuading the alleged to institute an action against such infringer or notifies EMORY that it does not plan to desist and shall not have brought and shall not be diligently prosecuting an infringement institute such action, or if LICENSEE shall notify M.I.T. at any time prior thereto of its intention not to bring suit against any alleged infringer, then, and in those events only, M.I.T. then EMORY shall have the right, but shall not be obligated, right to prosecute do so at its own expense any infringement of the PATENT RIGHTS, and, expense. COMPANY shall cooperate with EMORY in furtherance of such right, LICENSEE hereby agrees that M.I.T. may include LICENSEE effort including being joined as a party plaintiff to such action if necessary. EMORY shall be entitled to retain all damages or costs awarded in any such action. Should either EMORY or COMPANY be a party to a suit under the provisions of this Article and thereafter elect to abandon such suit, without expense the abandoning party shall give timely notice to LICENSEE. The total cost the other party who may, at its discretion, continue prosecution of any such infringement action commenced or defended solely by M.I.T. shall be borne by M.I.T.,suit.

Infringement. 7.1 LICENSEE GENERAL will protect its PATENT RIGHTS from infringement and prosecute infringers when, in its sole judgment, such action may be reasonably necessary, proper and justified. 7.2 If COMPANY shall inform M.I.T. promptly in writing of any alleged have supplied GENERAL with written evidence demonstrating to GENERAL's reasonable satisfaction prima facie infringement of the a claim of a PATENT RIGHTS RIGHT by a third party and party, COMPANY may by notice request GENERAL to take steps to protect the PATENT RIGHT. GENERAL shall notify COMPANY within three (3) months of any available evidence thereof. * CONFIDENTIAL TREATMENT REQUESTED 7.2 During the term receipt of this Agreement, LICENSEE shall have the right, but shall not be obligated, such notice whether GENERAL intends to prosecute at the alleged infringement. If GENERAL notifies COMPANY that it intends to so prosecute, GENERAL shall, within three (three) months of its own expense any such infringements of notice to COMPANY either (i) cause infringement to terminate or (ii) initiate legal proceedings against the PATENT RIGHTS and, in furtherance of such right, M.I.T. hereby agrees infringer. In the event GENERAL notifies COMPANY that LICENSEE may join M.I.T. as a party plaintiff in any such suit, without expense GENERAL does not intend to M.I.T. The total cost of any such prosecute said infringement action commenced or defended solely by LICENSEE shall be borne by LICENSEE, LICENSEE COMPANY may, for such purposesupon notice to GENERAL, use initiate legal proceedings against the infringer at COMPANY's expense and in GENERAL's name of M.I.T. as party plaintiff; provided, however, that such right to bring an infringement action shall remain in effect only for if so long as the license granted herein remains exclusiverequired by law. No settlement, consent judgement judgment or other voluntary final disposition of the suit which invalidates or restricts the claims of such PATENT RIGHTS may be entered into without the consent of M.I.T. GENERAL, which consent shall not unreasonably be unreasonable withheld. LICENSEE COMPANY shall indemnify M.I.T. GENERAL against any order for costs payment that may be made against M.I.T. GENERAL in proceedings commenced and defended solely by LICENSEEsuch proceedings. 7.3 In the event that LICENSEE one party shall undertake the enforcement and/or defense of the initiate or carry on legal proceedings to enforce any PATENT RIGHTS by litigation, LICENSEE may withhold up to * of the royalties otherwise thereafter due M.I.T. hereunder and apply the same toward reimbursement of up to * of LICENSEE's expenses, including reasonable attorneys' fees, in connection therewith. 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 M.I.T. for any royalties past due or withheld and applied pursuant to this Article VII. The balance remaining from any such recovery attributable to damages for lost sales shall be divided according to the royalty percentages set forth in Section 4.1; any remaining balance shall be paid to LICENSEE. * CONFIDENTIAL TREATMENT REQUESTED 7.4 If within six (6) months after having been notified of any alleged infringement, LICENSEE shall have been unsuccessful in persuading the alleged infringer to desist and shall not have brought and shall not be diligently prosecuting an infringement action, or if LICENSEE shall notify M.I.T. at any time prior thereto of its intention not to bring suit RIGHT against any alleged infringer, then, the other party shall fully cooperate with and in those events only, M.I.T. 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, 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 shall not be obligated, to prosecute at its own expense any infringement 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 PATENT RIGHTSunreimbursed 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, and, in furtherance of such right, LICENSEE hereby agrees that M.I.T. may include LICENSEE COMPANY shall receive an amount equal to the damages the court determines COMPANY has suffered as a party plaintiff in any such suit, without expense to LICENSEE. The total cost result of the infringement less the amount of any royalties that would have been due GENERAL on sales of PRODUCT lost by COMPANY as a result of the infringement had COMPANY made such infringement action commenced or defended solely by M.I.T. shall be borne by M.I.T.,sales; and

Infringement. 7.1 LICENSEE 11.1. Each Party shall inform M.I.T. promptly immediately notify the other Party in writing of any alleged infringement of the PATENT RIGHTS action instituted by a third party concerning any alleged infringement or any allegation by any third party of infringement resulting from the use of the HMO Cells and/or the Licensed Information and/or the commercialisation and/or use of the Licensed Products and/or of the Drug Screening Products of which such Party becomes aware, and attach to its notice all documents received in connection therewith. 11.2. The Company shall be obligated to defend any third party infringement action as aforesaid, at its sole expense, and Hadasit shall reasonably cooperate with the Company, in connection with the investigation and defence of any available evidence thereofinfringement action as aforesaid, at the Company’s expense. * CONFIDENTIAL TREATMENT REQUESTED 7.2 During the term of this AgreementHadasit may elect, LICENSEE shall have the right, but shall not be obligated, to prosecute at its own expense any such infringements of initiative, to participate in the PATENT RIGHTS and, in furtherance of such right, M.I.T. hereby agrees that LICENSEE may join M.I.T. as a party plaintiff in any such suit, without expense to M.I.T. The total cost of any defence against such infringement action commenced action, and be represented by counsel of its choice, at its expense, however without having power to overrule the Company’s sole discretion regarding directing the defence. Notwithstanding the foregoing, the Company shall not compromise or defended solely by LICENSEE shall be borne by LICENSEEsettle such litigation or agree to any consent judgement, LICENSEE may, for such purposes, use the name of M.I.T. as party plaintiff; provided, however, that such right to bring an infringement action shall remain in effect only for so long as the license granted herein remains exclusive. No settlement, consent judgement order or other voluntary final disposition of the suit may be entered into such action, which involves an act or omission on part of Hadasit, without the prior written consent of M.I.T. Hadasit, which consent shall not be unreasonably be withheld. LICENSEE shall indemnify M.I.T. against any order for costs that may be made against M.I.T. in proceedings commenced and defended solely by LICENSEEwithheld or delayed. 7.3 In 11.3. Any proceeds received by the event that LICENSEE Company in any such litigation shall undertake first be applied to cover out-of pocket costs and thereafter divided 75% (seventy-five) percent to the enforcement Company and 25% (twenty-five) percent to Hadasit. 11.4. For the removal of doubt, ▇▇▇▇▇▇▇ shall not itself be obliged to take any action to defend any action as referred to in this clause 11 above, save as set forth in clause 11.2. 11.5. The Company shall keep Hadasit fully informed of all such actions and proceedings initiated against the Company as aforesaid and shall provide copies to Hadasit of all documents and correspondence regarding such actions or proceedings. 11.6. If the Company fails to take action to defend any action as aforesaid, within 60 (sixty) days after having been duly served with such lawsuit and/or defense receiving notice from Hadasit in respect thereof (or within a shorter period, if required for the purpose of defending such action under applicable law), then Hadasit shall have the PATENT RIGHTS by litigationright (but not the obligation) to take such action at its expense and the Company shall cooperate in the investigation and defence of such action, LICENSEE may withhold up at Hadasit’s expense and, if required under applicable law or contract, consent to * be named as a party to any such action. Hadasit shall have full control of the royalties otherwise thereafter due M.I.T. hereunder such action and apply the same toward reimbursement of up shall have full authority to * of LICENSEE's expenses, including reasonable attorneys' fees, in connection therewithsettle such action on such terms as Hadasit shall determine. 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 M.I.T. for any royalties past due or withheld and applied pursuant to this Article VII. The balance remaining from any such recovery attributable to damages for lost sales shall be divided according to the royalty percentages set forth in Section 4.1; any remaining balance shall be paid to LICENSEE. * CONFIDENTIAL TREATMENT REQUESTED 7.4 If within six (6) months after having been notified of any alleged infringement, LICENSEE shall have been unsuccessful in persuading the alleged infringer to desist and shall not have brought and shall not be diligently prosecuting an infringement action, or if LICENSEE shall notify M.I.T. at any time prior thereto of its intention not to bring suit against any alleged infringer, then, and in those events only, M.I.T. shall have the right, but shall not be obligated, to prosecute at its own expense any infringement of the PATENT RIGHTS, and, in furtherance of such right, LICENSEE hereby agrees that M.I.T. may include LICENSEE as a party plaintiff in any such suit, without expense litigation shall first be applied to LICENSEE. The total cost cover out-of any such infringement action commenced or defended solely by M.I.T. shall be borne by M.I.T.,pocket costs and thereafter divided 75% (seventy-five) percent to Hadasit and 25% (twenty-five) percent to the Company.

Infringement. 7.1 LICENSEE (a) In case of MIP Intellectual Property is infringed, or threatened to be infringed by any third parties, Each Party shall inform M.I.T. promptly notify the other Party in writing of any alleged or threatened infringement of any MIP Intellectual Property in the PATENT RIGHTS Territory of which such Party becomes aware. MIP shall have the right to defend the MIP Intellectual Property against infringement or interference by third parties in any country, including by bringing any legal action for infringement or defending any counterclaim of invalidity or action of a third party and for declaratory judgment of any available evidence thereof. * CONFIDENTIAL TREATMENT REQUESTED 7.2 During the term of this Agreement, LICENSEE shall have the right, but shall not be obligated, to prosecute at its own expense any such infringements of the PATENT RIGHTS and, in furtherance of such right, M.I.T. hereby agrees that LICENSEE may join M.I.T. as a party plaintiff in any such suit, without expense to M.I.T. The total cost of any such non-infringement action commenced or defended solely by LICENSEE shall be borne by LICENSEE, LICENSEE may, for such purposes, use the name of M.I.T. as party plaintiffinterference; provided, however, that such right to bring an infringement action shall remain in effect only for so long as the license granted herein remains exclusive. No settlement, consent judgement or other voluntary final disposition of the suit FRI may be entered into without entitled in each instance to participate in any litigation in the consent Territory, through counsel of M.I.T. which consent its selection and at MIP's cost. In the event MIP determines not to initiate and pursue or participate in such legal action in the Territory, FRI may, in FRI's discretion, initiate legal action to uphold the MIP Intellectual Property against third parties in the Territory. The Parties will cooperate in good faith with respect to any such action. MIP shall not unreasonably be withheld. LICENSEE shall indemnify M.I.T. against entitled to deduct their respective costs and expenses incurred in connection with prosecuting or participating in such lawsuit from any order for costs damages that may be made against M.I.T. in proceedings commenced and defended solely by LICENSEEare awarded. 7.3 (b) In case of MIP Intellectual Property infringes or is threatened to infringe the patents of any third parties, either Party shall promptly notify the other in writing in the event that a third party shall bring a claim or action of infringement related to MIP Intellectual Property against FRI or MIP in the Territory. MIP shall be entitled in each instance to participate in any litigation in the Territory, through counsel of its selection and at MIP's cost. The Parties will cooperate in good faith with respect to any such action. (c) In the event that LICENSEE shall undertake Japanese patents issuing from applications [*] are asserted against FRI by a third party having the enforcement and/or defense legal right to initiate such a suit or proceeding, provided FRI is [*] then MIP agrees to act responsibly to solve the problems for the continuation of FRI's business at its expense to the PATENT RIGHTS by litigation, LICENSEE may withhold up to * of the royalties otherwise thereafter due M.I.T. hereunder and apply the same toward reimbursement of up to * of LICENSEE's expenses, including reasonable attorneys' fees, in connection therewith. Any recovery of damages by LICENSEE for any such suit shall be applied first in satisfaction extent of any unreimbursed expenses and legal fees claims of LICENSEE relating to the suit, and next toward reimbursement of M.I.T. for any royalties past due or withheld and applied pursuant to this Article VII. The balance remaining from any such recovery attributable to damages for lost sales shall be divided according to the royalty percentages set forth in Section 4.1; any remaining balance shall be paid to LICENSEE. * CONFIDENTIAL TREATMENT REQUESTED 7.4 If within six (6) months after having been notified of any alleged infringement, LICENSEE shall have been unsuccessful in persuading the alleged infringer to desist and shall not have brought and shall not be diligently prosecuting an infringement action, or if LICENSEE shall notify M.I.T. at any time prior thereto of its intention not to bring suit against any alleged infringer, then, and in those events only, M.I.T. shall have the right, but shall not be obligated, to prosecute at its own expense any infringement of the PATENT RIGHTS, and, in furtherance of such right, LICENSEE hereby agrees that M.I.T. 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 M.I.T. shall be borne by M.I.T.,these patents.

Infringement. 7.1 LICENSEE (a) GENENTECH shall inform M.I.T. promptly have the first right (but not the obligation), at its own expense, to take appropriate action to enforce Patent Rights or Extended License Patent Rights licensed exclusively to GENENTECH hereunder in writing the event of any alleged actual or suspected infringement of such rights. GENENTECH may, in its sole judgment, institute suit against any such infringer or alleged infringer and control and defend and settle such suit in a manner consistent with the PATENT RIGHTS terms and provisions hereof. if GENENTECH has not commenced reasonable action to enforce such Patent Rights and Extended License Patent Rights, in the case of significant infringement, or has ceased to pursue such action within one hundred twenty (120) days after written notice from CURAGEN of the infringement, or any mutually acceptable extension thereof, which notice includes all of CURAGEN’s then available supporting evidence and a request by CURAGEN that action should be taken against such alleged infringer, CURAGEN shall have the right (but not the obligation), at its own expense, to bring suit against such infringement. Any amount recovered, whether by judgment or settlement, shall first be applied to reimburse the costs and expenses (including attorneys’ fees) of the Party bringing suit, and then to reimburse the costs and expenses (including attorneys’ fees), if any, of the other Party and then to reimburse CURAGEN for any royalties withheld by GENENTECH as provided in Section 5.3(b) below, which shall be paid with interest as specified in Section 3.11. [*************************************************************************************************** ****************************************************************************] (b) In the event that GENENTECH brings any suit in any country as permitted in Section 5.3(a) above with respect to a Material Infringement as defined in (c) below, GENENTECH shall be entitled to reduce royalties payable to CURAGEN hereunder with respect to Licensed Products substantially similar to the product alleged to be infringing the Patent Right(s) or Extended License Patent Right(s) which are the subject of the suit in such country and for so long as a Material Infringement exists, by [***************] of the amounts otherwise due hereunder with respect to such Licensed Products in such country. (c) For purposes of this Section 5.3, a Material Infringement shall be deemed to exist with respect to a Licensed Product on a country-by-country basis when sales by a third party and of any available evidence thereof. * CONFIDENTIAL TREATMENT REQUESTED 7.2 During the term allegedly infringing products in such country reach a level of this Agreement, LICENSEE shall have the right, but shall not be obligated, to prosecute at its own expense any such infringements [******] or more of the PATENT RIGHTS and, in furtherance combined sales of such right, M.I.T. hereby agrees that LICENSEE may join M.I.T. as a party plaintiff in any such suit, without expense to M.I.T. The total cost of any such infringement action commenced or defended solely by LICENSEE shall be borne by LICENSEE, LICENSEE may, for such purposes, use the name of M.I.T. as party plaintiff; provided, however, that such right to bring an infringement action shall remain in effect only for so long as the license granted herein remains exclusive. No settlement, consent judgement or other voluntary final disposition allegedly infringing product(s) and sales of the suit may be entered into without the consent of M.I.T. which consent shall not unreasonably be withheld. LICENSEE shall indemnify M.I.T. against any order for costs that may be made against M.I.T. Licensed Product in proceedings commenced and defended solely by LICENSEEsuch country. 7.3 In the event that LICENSEE shall undertake the enforcement and/or defense of the PATENT RIGHTS by litigation, LICENSEE may withhold up to * of the royalties otherwise thereafter due M.I.T. hereunder and apply the same toward reimbursement of up to * of LICENSEE's expenses, including reasonable attorneys' fees, in connection therewith. 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 M.I.T. for any royalties past due or withheld and applied pursuant to this Article VII. The balance remaining from any such recovery attributable to damages for lost sales shall be divided according to the royalty percentages set forth in Section 4.1; any remaining balance shall be paid to LICENSEE. * CONFIDENTIAL TREATMENT REQUESTED 7.4 If within six (6) months after having been notified of any alleged infringement, LICENSEE shall have been unsuccessful in persuading the alleged infringer to desist and shall not have brought and shall not be diligently prosecuting an infringement action, or if LICENSEE shall notify M.I.T. at any time prior thereto of its intention not to bring suit against any alleged infringer, then, and in those events only, M.I.T. shall have the right, but shall not be obligated, to prosecute at its own expense any infringement of the PATENT RIGHTS, and, in furtherance of such right, LICENSEE hereby agrees that M.I.T. 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 M.I.T. shall be borne by M.I.T.,

Infringement. 7.1 LICENSEE shall inform M.I.T. promptly in writing of any alleged infringement of the PATENT RIGHTS by (a) If a third party makes, uses or sells a product for use in a HUMAN XENOGRAFT SYSTEM which competes with XENOGRAFT PRODUCT licensed to NOVARTIS hereunder and such third party product infringes any of any available evidence thereof. * CONFIDENTIAL TREATMENT REQUESTED 7.2 During the term of this AgreementBTI PATENT RIGHTS under which NOVARTIS is licensed, LICENSEE NOVARTIS shall have the rightright and option but not the obligation to bring an action for infringement, but shall not be obligated, to prosecute at its own expense any sole expense, against such infringements third party in the name of BTI and/or in the PATENT RIGHTS andname of NOVARTIS, in furtherance of such right, M.I.T. hereby agrees that LICENSEE may and to join M.I.T. BTI as a party plaintiff in any such suit, without expense to M.I.T. The total cost if required. NOVARTIS shall promptly notify BTI of any such infringement and shall keep BTI informed as to the prosecution of any action commenced or defended solely by LICENSEE shall be borne by LICENSEE, LICENSEE may, for such purposes, use the name of M.I.T. as party plaintiff; provided, however, that such right to bring an infringement and shall not institute any infringement action shall remain in effect only for so long as the license granted herein remains exclusivewithout providing BTI with thirty (30) days prior written notice. No settlement, consent judgement judgment or other voluntary final disposition of the suit may be entered into without the consent of M.I.T. BTI, which consent shall not unreasonably be withheld. LICENSEE shall indemnify M.I.T. against any order for costs that may be made against M.I.T. in proceedings commenced and defended solely by LICENSEE. 7.3 In the event that LICENSEE shall undertake the enforcement and/or defense of the PATENT RIGHTS by litigation, LICENSEE may withhold up to * of the royalties otherwise thereafter due M.I.T. hereunder and apply the same toward reimbursement of up to * of LICENSEE's expenses, including reasonable attorneys' fees, in connection therewith. Any recovery of damages by LICENSEE NOVARTIS for any such suit shall be applied first in satisfaction of any unreimbursed expenses and legal fees of LICENSEE NOVARTIS relating to the suit, and next toward reimbursement of M.I.T. for any royalties past due or withheld and applied pursuant to this Article VII. The balance remaining from any such recovery attributable to damages for lost sales shall be divided according between NOVARTIS and BTI, such that BTI receives the lesser of 30% of such recovery or the royalty BTI would have received under this Agreement if such sales had been made by NOVARTIS. 15.2 In the event that NOVARTIS elects not to pursue an action for infringement pursuant to Section 15.1, or does not do so within sixty (60) days after written notice by BTI that an unlicensed third party is an infringer of a BTI PATENT RIGHT licensed to NOVARTIS, BTI shall have the right and option, but not the obligation at its cost and expense to initiate infringement litigation and to retain any recovered damages. 15.3 In any infringement suit either party may institute to enforce the BTI 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 royalty percentages set forth extent possible, have its employees testify when requested and make available relevant records, papers, information, samples, specimens, and the like. All reasonable out-of-pocket costs of the other party incurred in Section 4.1; any remaining balance connection with rendering such cooperation shall be paid by the requesting party. (a) If a third party makes, uses or sells a product for use in the FIELD which competes with BTI OTHER PRODUCT licensed to LICENSEE. * CONFIDENTIAL TREATMENT REQUESTED 7.4 If within six (6) months after having been notified BTI and such third party product infringes any of any alleged infringementthe NOVARTIS PATENT RIGHTS and/or NOVARTIS COLLABORATION PATENT RIGHTS under which BTI is licensed, LICENSEE shall have been unsuccessful in persuading the alleged infringer with prior written notice to desist and shall not have brought and shall not be diligently prosecuting an infringement action, or if LICENSEE shall notify M.I.T. at any time prior thereto of its intention not to bring suit against any alleged infringer, thenNOVARTIS, and in those events onlyif NOVARTIS does not institute action within sixty (60) days, M.I.T. BTI shall have the rightright and option but not the obligation to bring an action for infringement, but shall not be obligated, to prosecute at its own expense any infringement sole expense, against such third party in the name of NOVARTIS and/or in the PATENT RIGHTSname of BTI, and, in furtherance of such right, LICENSEE hereby agrees that M.I.T. may include LICENSEE and to join NOVARTIS as a party plaintiff in any such suit, without expense to LICENSEEif required. The total cost BTI shall promptly notify NOVARTIS of any such infringement and shall keep NOVARTIS informed as to the prosecution of any action commenced for such infringement and shall not institute any infringement action without providing NOVARTIS with thirty (30) days prior written notice. No settlement, consent judgment or defended solely other voluntary final disposition of Confidential Materials omitted and filed separately with the Securities and Exchange Commission. Asterisks denote omissions. the suit may be entered into without the consent of NOVARTIS, which consent shall not unreasonably be withheld. Any recovery of damages by M.I.T. BTI or NOVARTIS for any such suit shall be borne applied first in satisfaction of expenses and legal fees paid by M.I.T.,the party bringing the suit relating to the suit and the balance remaining from any such recovery shall be divided between BTI and NOVARTIS, such that NOVARTIS, receives the lesser of the royalty NOVARTIS would have received under this Agreement if such sales had been made by BTI or ***** ********** of such remaining amount. 15.5 In any infringement suit either party may institute to enforce patents 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. All reasonable out-of-pocket costs of the other party incurred in connection with rendering such cooperation shall be paid by the requesting party. In addition, such party shall keep the other party advised of any such litigation.

Infringement. 7.1 LICENSEE (a) Each party shall inform M.I.T. promptly report in writing of any alleged infringement of to the PATENT RIGHTS by a third other party and of any available evidence thereof. * CONFIDENTIAL TREATMENT REQUESTED 7.2 During during the term of this AgreementAgreement any known infringement or suspected infringement of any of the CIMA Patents in the Territory by manufacture, LICENSEE use or sale of a Product on a commercial scale in derogation of the rights granted to ESI hereunder (hereinafter, a "Related Infringement") of which it becomes aware, and shall provide the other party with all available evidence supporting said infringement or suspected infringement. (b) Except as provided in paragraph (d) below, CIMA shall have the rightright to initiate an infringement or other appropriate suit anywhere in the Territory against any Third Party who at any time has infringed, but shall not be obligatedor is suspected of infringing, to prosecute at its own expense any such infringements of the PATENT RIGHTS andCIMA Patents. CIMA shall give ESI sufficient advance notice of its intent to file any suit on account of a Related Infringement and the reasons therefor, in furtherance of such right, M.I.T. hereby agrees that LICENSEE may join M.I.T. as a party plaintiff in any and shall provide ESI with an opportunity to make suggestions and comments regarding such suit. CIMA shall keep ESI promptly informed, without expense and shall from time to M.I.T. The total cost time consult with ESI regarding the status of any such infringement action commenced suit on account of a Related Infringement and shall provide ESI with copies of all documents filed in, and all written communications relating to, such suit. (c) CIMA shall have the sole and exclusive right to select counsel for any suit referred to in subsection (b) above and shall, except as provided below, pay all expenses of the suit, including without limitation attorneys' fees and court costs. ESI, in its sole discretion, may elect, within 60 days after the commencement of such litigation on account of a Related Infringement, to contribute to the costs incurred by CIMA in connection with such litigation and, if it so elects, any damages, royalties, settlement fees or defended solely other consideration received by LICENSEE CIMA as a result of such litigation shall be borne shared by LICENSEE, LICENSEE may, for CIMA and ESI pro rata based on their respective sharing of the costs of such purposes, use the name of M.I.T. as party plaintiff; provided, however, litigation provided that such right to bring an infringement action shall remain in effect only for so long as the license granted herein remains exclusive. No settlement, consent judgement or other voluntary final disposition of the suit may be entered into without the consent of M.I.T. which consent pro rata share shall not unreasonably be withheldexceed fifty percent (50%) unless CIMA has consented to a higher share in writing. LICENSEE shall indemnify M.I.T. against any order for costs that may be made against M.I.T. in proceedings commenced and defended solely by LICENSEE. 7.3 In the event that LICENSEE shall undertake ESI elects not to contribute to the enforcement and/or defense costs of the PATENT RIGHTS by such litigation, LICENSEE may withhold up to * of the royalties otherwise thereafter due M.I.T. hereunder and apply the same toward reimbursement of up to * of LICENSEE's expenses, including reasonable attorneys' fees, in connection therewith. Any recovery of damages by LICENSEE for any such suit CIMA shall be applied first in satisfaction entitled to retain any damages, royalties, settlement fees or other consideration for infringement resulting therefrom. If necessary, ESI shall join as a party to the suit but shall be under no obligation to participate except to the extent that such participation is required as the result of any unreimbursed expenses and legal fees of LICENSEE relating being a named party to the suit, and next toward reimbursement of M.I.T. for any royalties past due or withheld and applied pursuant to this Article VII. The balance remaining from any such recovery attributable to damages for lost sales ESI shall be divided according to the royalty percentages set forth in Section 4.1; any remaining balance shall be paid to LICENSEE. * CONFIDENTIAL TREATMENT REQUESTED 7.4 If within six (6) months after having been notified of any alleged infringement, LICENSEE shall have been unsuccessful in persuading the alleged infringer to desist and shall not have brought and shall not be diligently prosecuting an infringement action, or if LICENSEE shall notify M.I.T. at any time prior thereto of its intention not to bring suit against any alleged infringer, then, and in those events only, M.I.T. shall have the right, but shall not be obligated, to prosecute at its own expense any infringement of the PATENT RIGHTS, and, in furtherance of such right, LICENSEE hereby agrees that M.I.T. 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 M.I.T. shall be borne by M.I.T.,offer

Infringement. 7.1 LICENSEE shall inform M.I.T. promptly in writing 9.1 Each Party agrees to provide prompt written notice to the other Party of any alleged infringement of the PATENT RIGHTS Patent Rights by a third party party, and of any available evidence thereof. * CONFIDENTIAL TREATMENT REQUESTED, of which it becomes aware. 7.2 9.2 During the term of this Agreement, LICENSEE Licensee, to the extent permitted by law, shall have the right, but shall not be obligated, to prosecute at its own expense any such all infringements of the PATENT RIGHTS Patent Rights and, in furtherance of such right, M.I.T. Northwestern hereby agrees that LICENSEE Licensee may join M.I.T. include Northwestern as a party plaintiff in any such suit, without expense to M.I.T. The total cost of any such infringement action commenced or defended solely by LICENSEE shall be borne by LICENSEENorthwestern, LICENSEE may, for such purposes, use the name of M.I.T. as party plaintiff; provided, however, that such right to bring an such infringement action shall remain in effect only for so long as the license granted herein remains exclusive. Prior to commencing any such action, Licensee shall consult with Northwestern and shall consider the view of Northwestern regarding the advisability of the proposed action and its effect on the public interest. No settlement, consent judgement judgment or other voluntary final disposition of the suit may be entered into without the prior written consent of M.I.T. which consent shall not unreasonably be withheldNorthwestern. LICENSEE Licensee shall indemnify M.I.T. Northwestern against any order for costs that may be made against M.I.T. Northwestern in proceedings commenced and defended solely by LICENSEE. 7.3 In the event that LICENSEE shall undertake the enforcement and/or defense of the PATENT RIGHTS by litigation, LICENSEE may withhold up to * of the royalties otherwise thereafter due M.I.T. hereunder and apply the same toward reimbursement of up to * of LICENSEE's expenses, including reasonable attorneys' fees, in connection therewithsuch proceedings. Any recovery of damages resulting from an action brought by LICENSEE Licensee shall be distributed as follows: (a) each Party shall be reimbursed for any expenses it incurred in the action; (b) as to ordinary damages for past infringement , Licensee shall receive an amount equal to either (i) its lost profits, (ii) a reasonable royalty on the infringing sales, or (iii) whatever alternative measure of such suit damages the court shall have applied, and such amount shall be applied first treated as Net Sales for the purpose of calculating running royalties under Section 5.5; and (c) the Parties shall share equally in satisfaction of any unreimbursed expenses and legal fees of LICENSEE relating to the suitadditional award, and next toward reimbursement of M.I.T. for including any royalties past due special or withheld and applied pursuant to this Article VII. The balance remaining from any such recovery attributable to damages for lost sales shall be divided according to the royalty percentages set forth in Section 4.1; any remaining balance shall be paid to LICENSEE. * CONFIDENTIAL TREATMENT REQUESTEDpunitive damages. 7.4 9.3 If within six (6) months after having been notified become aware of any alleged infringement, LICENSEE shall have infringement Licensee has been unsuccessful in persuading the alleged infringer to desist and shall either has not have brought and shall or is not be diligently prosecuting an infringement action, or if LICENSEE Licensee shall notify M.I.T. Northwestern at any time prior thereto of its intention not to bring suit against any alleged infringer, then, and in those events only, M.I.T. then Northwestern shall have the right, at its sole discretion, to prosecute such infringement of the Patent Rights under its sole control and at its sole expense. In the event Northwestern elects to prosecute an infringement of any Patent Rights as set forth in this Section 9.3, then (a) Northwestern shall keep any recovery or damages for past infringement derived therefrom, and (b) Licensee shall not offer to sublicense the infringed Patent Rights to the alleged infringer without Northwestern’s written consent. 9.4 In the event that a declaratory judgment action alleging invalidity, unenforceability, or noninfringement of any of the Patent Rights shall be brought against Northwestern or Licensee, Northwestern, at its option, shall have the right, within thirty (30) days after it receives notice of the commencement of such action, to intervene and take over the sole defense of the action (but only to the extent of the Patent Rights) at its own expense. If Northwestern does not exercise this right, Licensee may take over the sole defense of the action at Licensee's sole expense. No settlement, consent judgment or other voluntary final disposition of the action may be entered into without the prior written consent of Northwestern, which shall not be obligated, to prosecute at its own expense unreasonably withheld. 9.5 In any infringement suit that either Party may institute to enforce the Patent Rights pursuant to this Agreement and in any declaratory judgment action that one Party is defending, the other Party hereto shall, at the request and expense of the PATENT RIGHTSParty initiating or defending such suit, and, cooperate in furtherance of such right, LICENSEE hereby agrees that M.I.T. may include LICENSEE all reasonable respects (including joining as a party plaintiff if required by law) and, to the extent possible, have its employees testify when requested and make available relevant records, papers, information, samples, specimens, and the like. 9.6 For so long as the license granted herein remains exclusive during the term of this Agreement, Licensee shall have the sole right to sublicense any alleged infringer for future use of the Patent Rights in any accordance with the terms and conditions of this Agreement relating to sublicenses. Any upfront fees as part of such suit, without expense to LICENSEE. The total cost of any such infringement action commenced or defended solely by M.I.T. a sublicense shall be borne by M.I.T.,shared equally between Licensee and Northwestern; other revenues to Licensee resulting from such a sublicense shall be treated pursuant to Section 5.6.

Infringement. 7.1 LICENSEE 9.1. Each Party shall inform M.I.T. promptly report in writing to each other Party during the term of this Agreement any: (i) known infringement or suspected infringement of any alleged infringement of the PATENT RIGHTS Autotelic Patent Rights in the Field; or (ii) unauthorized use or misappropriation of the Autotelic 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 unauthorized use or misappropriation. Within 30 days after Autotelic becomes, or is made, aware of any of the foregoing, it shall decide whether or not to initiate an infringement or other appropriate suit and shall advise Oncotelic of its decision in writing. The inability of Autotelic 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. 9.2. Within sixty (60) days after Autotelic becomes, or is made, aware of any infringement, suspected infringement or unauthorized use or misappropriation by a third party in the Field, as provided in Section 12.1 above, and provided that Autotelic shall have advised Oncotelic of its decision to file suit within the 30-day period provided in Section 9.1 above, Autotelic shall have the right to initiate an infringement or other appropriate suit anywhere in the world against such Third Party. Autotelic shall provide Oncotelic with an opportunity to make suggestions and comments regarding such suit and shall promptly notify Oncotelic of the commencement of such suit. Autotelic shall keep Oncotelic promptly informed of, and shall from time to time consult with Oncotelic regarding, the status of any available evidence thereofsuch suit and shall provide Oncotelic with copies of all documents filed in, and all written communications relating to, such suit. 9.3. * CONFIDENTIAL TREATMENT REQUESTEDAutotelic shall select counsel for any suit referred to in Section 9.2 above who shall be reasonably acceptable to Oncotelic. Autotelic shall, except as provided below, pay all expenses of the suit, including, without limitation, attorneys’ fees and court costs. Oncotelic, in its sole discretion, may elect, within 60 days after the receipt by Oncotelic from Autotelic of notice of the commencement of such litigation, to contribute to the costs incurred by Autotelic in connection with such litigation in an amount not to exceed 50 percent of such costs. Any damages, settlement fees or other consideration for past infringement received as a result of such litigation shall be shared by Autotelic and Oncotelic pro rata based on their respective sharing of the costs of such litigation. If necessary Oncotelic shall join as a party to the suit but shall be under no obligation to participate except to the extent that such participation is required as the result of being a named party to the suit. Oncotelic shall have the right to participate and be represented in any suit by its own counsel at its own expense. Autotelic shall not settle any such suit involving rights of Oncotelic without obtaining the prior written consent of Oncotelic, which consent shall not be unreasonably withheld. 7.2 During 9.4. In the term event that Autotelic does not inform Oncotelic of this Agreementits intent to initiate an infringement or other appropriate suit within the 30-day period provided in Section 10.1 above, LICENSEE or does not initiate such an infringement other appropriate action within the 60-day period provided in Section 10.2 above, Oncotelic shall have the right, but shall not be obligatedat its expense, to prosecute at initiate an infringement or other appropriate suit in the Territory. In exercising its own expense any such infringements rights pursuant to this Section 10.4, Oncotelic shall have the sole and exclusive right to select counsel and shall pay all expenses of the PATENT RIGHTS andsuit including without limitation attorneys’ fees and court costs. If necessary, in furtherance of such right, M.I.T. hereby agrees that LICENSEE may Autotelic shall join M.I.T. as a party plaintiff in any such suit, without expense to M.I.T. The total cost of any such infringement action commenced or defended solely by LICENSEE shall be borne by LICENSEE, LICENSEE may, for such purposes, use the name of M.I.T. as party plaintiff; provided, however, that such right to bring an infringement action shall remain in effect only for so long as the license granted herein remains exclusive. No settlement, consent judgement or other voluntary final disposition of the suit may be entered into without the consent of M.I.T. which consent shall not unreasonably be withheld. LICENSEE shall indemnify M.I.T. against any order for costs that may be made against M.I.T. in proceedings commenced and defended solely by LICENSEE. 7.3 In the event that LICENSEE shall undertake the enforcement and/or defense of the PATENT RIGHTS by litigation, LICENSEE may withhold up to * of the royalties otherwise thereafter due M.I.T. hereunder and apply the same toward reimbursement of up to * of LICENSEE's expenses, including reasonable attorneys' fees, in connection therewith. 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, at its own expense, and next toward 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 Autotelic Technology Rights at issue. At Oncotelic’s request, Autotelic shall offer reasonable assistance to Oncotelic in connection therewith at no charge to Oncotelic except for reimbursement of M.I.T. for reasonable out-of-pocket expenses incurred in rendering such assistance. Without limiting the generality of the preceding sentence, Autotelic shall cooperate fully in order to enable Oncotelic to institute any royalties past due or withheld and applied pursuant to this Article VIIaction hereunder. The balance remaining from any such recovery attributable to damages for lost sales shall be divided according to the royalty percentages set forth in Section 4.1; any remaining balance shall be paid to LICENSEE. * CONFIDENTIAL TREATMENT REQUESTED 7.4 If within six (6) months after having been notified of any alleged infringement, LICENSEE shall have been unsuccessful in persuading the alleged infringer to desist and shall not have brought and shall not be diligently prosecuting an infringement action, or if LICENSEE shall notify M.I.T. at any time prior thereto of its intention not to bring suit against any alleged infringer, then, and in those events only, M.I.T. Autotelic shall have the right, but shall not right to be obligated, to prosecute represented in any such suit by its own counsel at its own expense any expense. Any settlement or other consideration for past infringement of the PATENT RIGHTS, and, in furtherance of such right, LICENSEE hereby agrees that M.I.T. may include LICENSEE received as a party plaintiff in any such suit, without expense to LICENSEE. The total cost result of any such infringement action commenced or defended solely by M.I.T. litigation shall be borne by M.I.T.,the sole property of Oncotelic.

Infringement. 7.1 LICENSEE shall inform M.I.T. promptly in writing of any alleged infringement of the PATENT RIGHTS by a third party and of any available evidence thereof. * CONFIDENTIAL TREATMENT REQUESTED. 7.2 During the term of this Agreement, LICENSEE shall have the right, but shall not be obligated, to prosecute at its own expense any such infringements of the PATENT RIGHTS and, in furtherance of such right, M.I.T. hereby agrees that LICENSEE may join M.I.T. as a party plaintiff in any such suit, without expense to M.I.T. M.I. T. The total cost of any such infringement action commenced or defended solely by LICENSEE shall be borne by LICENSEE, . LICENSEE may, for such purposes, use the name of M.I.T. as party plaintiff; provided, however, that such right to bring an infringement action shall remain in effect only for so long as the license granted herein remains exclusive. No settlement, consent judgement judgment or other voluntary final disposition of the suit may be entered into without the consent of M.I.T. which consent shall not unreasonably be withheld. LICENSEE shall indemnify M.I.T. against any order for costs that may be made against M.I.T. in proceedings commenced and defended solely by LICENSEE. 7.3 In the event that LICENSEE shall undertake the enforcement and/or defense of the PATENT RIGHTS by litigation, LICENSEE may withhold up to * Fifty Percent (50%) of the royalties otherwise thereafter due M.I.T. hereunder and apply the same toward reimbursement of up to * half of LICENSEE's expenses, including reasonable attorneys' fees, in connection therewith. 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 M.I.T. for any royalties past due or withheld and applied pursuant to this Article VII. The balance remaining from any such recovery attributable to damages for lost sales shall be divided according to the royalty percentages set forth in Section 4.1; any remaining balance shall be paid to LICENSEE. * CONFIDENTIAL TREATMENT REQUESTED. 7.4 If within six (6) months after having been notified of any alleged infringement, LICENSEE shall have been unsuccessful in persuading the alleged infringer to desist and shall not have brought and shall not be diligently prosecuting an infringement action, or if LICENSEE shall notify M.I.T. at any time prior thereto of its intention not to bring suit against any alleged infringer, then, and in those events only, M.I.T. shall have the right, but shall not be obligated, to prosecute at its own expense any infringement of the PATENT RIGHTS, and, in furtherance of such right, LICENSEE hereby agrees that M.I.T. 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 M.I.T. shall be borne by M.I.T.,

Infringement. 7.1 LICENSEE shall inform M.I.T. promptly in writing of any alleged infringement 8.1 If, as a result of the PATENT RIGHTS manufacture, use or sale of a Licensed Product in any country of the Territory, ORTHO and/or its Affiliates is sued for patent infringement or threatened with such a lawsuit or other action by a third party Third Party, ORTHO and BIOCRYST shall meet to analyze the infringement claim and avoidance of same. If it is necessary to obtain a license from such Third Party, ORTHO and BIOCRYST in negotiating such a license shall make every effort to minimize any available evidence thereoflicense fees and/or royalty payable to such Third Party. * CONFIDENTIAL TREATMENT REQUESTED 7.2 During If the term settlement of this Agreementa lawsuit or threatened lawsuit or other action requires any payments, LICENSEE shall have the right, including but shall not be obligatedlimited to royalty payments, to prosecute at its own expense any such infringements a Third Party in respect of the PATENT RIGHTS andmanufacture, use or sale of a Licensed Product in furtherance that country, then ORTHO or its Affiliates shall make said payments and a cash amount equal to fifty percent (50%) of the portion of such rightpayments payable to the Third Party because of the manufacture, M.I.T. hereby agrees that LICENSEE may join M.I.T. as a party plaintiff use or sale of Licensed Product in any such suit, without expense to M.I.T. The total cost of any such infringement action commenced or defended solely by LICENSEE country shall be borne by LICENSEE, LICENSEE may, deducted from the amount of royalty due to BIOCRYST for such purposescountry, use the name of M.I.T. as party plaintiff; provided, however, that, in the aggregate, the royalty due to BIOCRYST for that such right to bring an infringement action Licensed Product for that country shall remain in effect only for so long as the license granted herein remains exclusive. No settlement, consent judgement or other voluntary final disposition not drop below fifty percent (50%) of the suit may amount of the royalty that would, absent such payment, be entered into without the consent of M.I.T. which consent shall not unreasonably be withheld. LICENSEE shall indemnify M.I.T. against any order for costs that may be made against M.I.T. in proceedings commenced and defended solely by LICENSEEotherwise payable under Article 4. 7.3 8.2 In the event that LICENSEE there is infringement of a Licensed Patent on a commercial scale by a Third Party in any given country resulting in Substantial Unlicensed Sales by the Third Party of a product claimed in a Valid Claim of a Licensed Patent, ORTHO or its Affiliates shall undertake notify BIOCRYST in writing to that effect, including with said written notice reasonable evidence, reviewed with local counsel in such country, establishing a prima facie case of infringement of a Licensed Patent by the enforcement and/or defense Third Party. Upon request, BIOCRYST shall be given an opportunity to speak with such local counsel in such country concerning such evidence of infringement. For the purposes of this section, "Substantial Unlicensed Sales" shall mean a market share by such Third Party of at least [***] of the PATENT RIGHTS by litigation, LICENSEE may withhold up to * total market of the royalties otherwise thereafter due M.I.T. hereunder Licensed Product in said ------------------------ *** Information ommitted and apply filed separately with the same toward reimbursement of up to * of LICENSEE's expensesCommission under Rule 24b-2. country for a consecutive [***](on a unit basis as reported by IMS International or, including reasonable attorneys' feesif unavailable, in connection therewith. 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 suitfrom a recognized, and next toward reimbursement of M.I.T. for any royalties past due mutually accepted database or withheld and applied pursuant to this Article VII. The balance remaining from any such recovery attributable to damages for lost sales shall be divided according to the royalty percentages set forth in Section 4.1; any remaining balance shall be paid to LICENSEE. * CONFIDENTIAL TREATMENT REQUESTED 7.4 If within six (6) months after having been notified of any alleged infringement, LICENSEE shall have been unsuccessful in persuading the alleged infringer to desist and shall not have brought and shall not be diligently prosecuting an infringement action, or if LICENSEE shall notify M.I.T. at any time prior thereto of its intention not to bring suit against any alleged infringer, then, and in those events only, M.I.T. shall have the right, but shall not be obligated, to prosecute at its own expense any infringement of the PATENT RIGHTS, and, in furtherance of such right, LICENSEE hereby agrees that M.I.T. 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 M.I.T. shall be borne by M.I.T.,market survey service).

Infringement. 7.1 LICENSEE shall inform M.I.T. promptly in writing 10.1 Each Party agrees to provide prompt written notice to the other Party of any alleged infringement of the PATENT RIGHTS Patent Rights by a third party party, and of any available evidence thereof. * CONFIDENTIAL TREATMENT REQUESTED, of which it becomes aware. 7.2 10.2 During the term of this Agreement, LICENSEE Licensee, to the extent permitted by law, shall have the right, but shall not be obligated, to prosecute at its own expense any such all infringements of the PATENT RIGHTS Licensed Technology and, in furtherance of such right, M.I.T. Northwestern hereby agrees that LICENSEE Licensee may join M.I.T. include Northwestern as a party plaintiff in any such suit, without expense to M.I.T. The total cost of any such infringement action commenced or defended solely by LICENSEE shall be borne by LICENSEENorthwestern, LICENSEE may, for such purposes, use the name of M.I.T. as party plaintiff; provided, however, that such right to bring an such infringement action shall remain in effect only for so long as the license granted herein remains exclusive. Prior to commencing any such action, Licensee shall consult with Northwestern and shall consider the view of Northwestern regarding the advisability of the proposed action and its effect on the public interest. No settlement, consent judgement judgment or other voluntary final disposition of the suit may be entered into without the prior written consent of M.I.T. which consent shall not unreasonably be withheldNorthwestern. LICENSEE Licensee shall indemnify M.I.T. Northwestern against any order for costs that may be made against M.I.T. Northwestern in proceedings commenced and defended solely by LICENSEE. 7.3 In the event that LICENSEE shall undertake the enforcement and/or defense of the PATENT RIGHTS by litigation, LICENSEE may withhold up to * of the royalties otherwise thereafter due M.I.T. hereunder and apply the same toward reimbursement of up to * of LICENSEE's expenses, including reasonable attorneys' fees, in connection therewithsuch proceedings. Any recovery of damages resulting from an action brought by LICENSEE Licensee shall be distributed as follows: (a) each Party shall be reimbursed for any expenses it incurred in the action; (b) as to ordinary damages for past infringement , Licensee shall receive an amount equal to either (i) its lost profits, (ii) a reasonable royalty on the infringing sales, or (iii) whatever alternative measure of such suit damages the court shall have applied, and such amount shall be applied first treated as Net Sales for the purpose of calculating running royalties under Section 5.5; and (c) the Parties shall share equally in satisfaction of any unreimbursed expenses and legal fees of LICENSEE relating to the suitadditional award, and next toward reimbursement of M.I.T. for including any royalties past due special or withheld and applied pursuant to this Article VII. The balance remaining from any such recovery attributable to damages for lost sales shall be divided according to the royalty percentages set forth in Section 4.1; any remaining balance shall be paid to LICENSEE. * CONFIDENTIAL TREATMENT REQUESTEDpunitive damages. 7.4 10.3 If within six (6) months after having been notified become aware of any alleged infringement, LICENSEE shall have infringement Licensee has been unsuccessful in persuading the alleged infringer to desist and shall either has not have brought and shall or is not be diligently prosecuting an infringement action, or if LICENSEE Licensee shall notify M.I.T. Northwestern at any time prior thereto of its intention not to bring suit against any alleged infringer, then, and in those events only, M.I.T. then Northwestern shall have the right, at its sole discretion, to prosecute such infringement of the Licensed Technology under its sole control and at its sole expense. In the event Northwestern elects to prosecute an infringement of any Licensed Technology as set forth in this Section 10.3, then (a) Northwestern shall keep any recovery or damages for past infringement derived therefrom, and (b) Licensee shall not offer to sublicense the infringed Licensed Technology to the alleged infringer without Northwestern’s written consent. 10.4 In the event that a declaratory judgment action alleging invalidity, unenforceability, or noninfringement of any of the Licensed Technology shall be brought against Northwestern or Licensee, Northwestern, at its option, shall have the right, within thirty (30) days after it receives notice of the commencement of such action, to intervene and take over the sole defense of the action (but only to the extent of the Licensed Technology) at its own expense. If Northwestern does not exercise this right, Licensee may take over the sole defense of the action at Licensee's sole expense. No settlement, consent judgment or other voluntary final disposition of the action may be entered into without the prior written consent of Northwestern, which shall not be obligated, to prosecute at its own expense unreasonably withheld. 10.5 In any infringement suit that either Party may institute to enforce the Licensed Technology pursuant to this Agreement and in any declaratory judgment action that one Party is defending, the other Party hereto shall, at the request and expense of the PATENT RIGHTSParty initiating or defending such suit, and, cooperate in furtherance of such right, LICENSEE hereby agrees that M.I.T. may include LICENSEE all reasonable respects (including joining as a party plaintiff if required by law) and, to the extent possible, have its employees testify when requested and make available relevant records, papers, information, samples, specimens, and the like. 10.6 For so long as the license granted herein remains exclusive during the term of this Agreement, Licensee shall have the sole right to sublicense any alleged infringer for future use of the Licensed Technology in any accordance with the terms and conditions of this Agreement relating to sublicenses. Any upfront fees as part of such suit, without expense to LICENSEE. The total cost of any such infringement action commenced or defended solely by M.I.T. a sublicense shall be borne by M.I.T.,shared equally between Licensee and Northwestern; other revenues to Licensee resulting from such a sublicense shall be treated pursuant to Section 5.6.

Infringement. 7.1 LICENSEE shall inform M.I.T. promptly in writing of any alleged 8.1 In the event that there is infringement of the PATENT RIGHTS by a third party and of any available evidence thereofPATENTS, the PARTIES shall notify each other in writing to that effect. * CONFIDENTIAL TREATMENT REQUESTED 7.2 During the term of this Agreementone hundred twenty (120) day period after such notice, LICENSEE shall SSC will have the right, but not the obligation to bring suit against the alleged infringer. SSC shall not be obligated, to prosecute at its own expense bear the expenses of any such infringements of the PATENT RIGHTS and, suit brought by it and shall retain all damages or other monies awarded or received in furtherance settlement of such right, M.I.T. hereby agrees that LICENSEE may join M.I.T. as a party plaintiff in any such suit. If SSC elects to bring suit, without expense SSC shall have the final decision on all matters relating to M.I.T. The total cost of litigation and any such infringement action commenced or defended solely by LICENSEE shall be borne by LICENSEE, LICENSEE may, for such purposes, use the name of M.I.T. as party plaintiffsettlement discussions; provided, however, that SSC shall not enter into any settlement agreement or take any position in litigation, and shall take reasonable efforts to prevent Tyco from entering into any settlement or taking any position in litigation, that compromises or adversely impacts the rights granted to LICENSEE under this Agreement (including, but not limited to, the exclusivity granted to LICENSEE within the field of use of angiographic guidewire introducers) without LICENSEE's prior written consent. LICENSEE will use reasonable efforts to cooperate with SSC in any such suit and shall have the right to bring an infringement action shall remain in effect only for so long as the license granted herein remains exclusiveconsult with SSC and be represented by its own counsel at its own expense. No settlement, consent judgement or other voluntary final disposition of the suit may All reasonable costs incurred by LICENSEE associated with providing such cooperation to SSC will be entered into without the consent of M.I.T. which consent shall not unreasonably be withheldpaid by SSC. LICENSEE shall indemnify M.I.T. against any order for costs that may be made against M.I.T. in proceedings commenced and defended solely by LICENSEE. 7.3 In the event that LICENSEE shall undertake the enforcement and/or defense of the PATENT RIGHTS by litigationeither SSC or Tyco, LICENSEE may withhold up to * of the royalties otherwise thereafter due M.I.T. hereunder and apply the same toward reimbursement of up to * of without LICENSEE's expensesprior written consent, including reasonable attorneys' feesenters into any settlement agreement or takes any position in litigation that eliminates the exclusivity granted to LICENSEE within the field of use of angiographic guidewire introducers, in connection therewith. 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 M.I.T. for any minimum annual royalties past due or withheld and applied pursuant to this Article VII. The balance remaining from any such recovery attributable to damages for lost sales shall be divided according to the royalty percentages set forth specified in Section 4.1; any remaining balance 5.2 hereof shall automatically be paid to LICENSEEreduced by one-half. * CONFIDENTIAL TREATMENT REQUESTED 7.4 If within six If, after the expiration of said one hundred twenty (6120) months after having been notified days from the date of any alleged infringementsuch notice, SSC has not brought suit against a third party infringer, then LICENSEE shall have been unsuccessful in persuading the alleged infringer to desist and shall right after such one hundred twenty (120) day notice period, but not have brought and shall not be diligently prosecuting an infringement actionthe obligation, or if LICENSEE shall notify M.I.T. at any time prior thereto of its intention not to bring suit against any alleged infringer, then, such infringer and in those events only, M.I.T. shall have the right, but shall not be obligated, to prosecute at its own expense any infringement of the PATENT RIGHTS, and, in furtherance of such right, LICENSEE hereby agrees that M.I.T. may include LICENSEE join SSC as a party plaintiff provided that LICENSEE shall bear all expenses of such suit. LICENSEE shall retain all damages or other monies awarded or received in settlement of such suit. SSC will reasonably attempt to cooperate with LICENSEE in any suit for infringement of the subject patent brought by LICENSEE against a third party and shall have the right to consult with LICENSEE and to participate in and be represented by independent counsel in such litigation at its own expense. All reasonable costs incurred by SSC associated with providing cooperation to LICENSEE shall be paid by LICENSEE. Where it is necessary for LICENSEE to have standing to file the suit, SSC shall assign limited concurrent rights to the licensed PATENTS for the terms of the suit. 8.2 In the event LICENSEE has decided to bring suit against an infringer, it shall use reasonable commercial efforts to ▇▇▇▇▇ such infringement. It is understood that the term best efforts under this Paragraph 8.2 shall include the filing for injunctive relief and all other actions which could bring about an early abatement of the infringing activity. Notwithstanding the foregoing, LICENSEE shall not enter into any settlement agreement, or take any position in litigation which adversely impacts SSC's rights under this Agreement without expense to written consent by SSC. During the period commencing with LICENSEE. The total cost 's filing of any such a complaint for infringement action commenced of the licensed PATENTS (or defended solely by M.I.T. the PARTIES' receipt of a filed complaint from a third party) and ending on a court's issuance of a final non-appealable decision or other termination of the proceeding, LICENSEE's royalty obligation under Paragraph 5.2 shall be borne reduced by M.I.T.,the costs and expenses LICENSEE has incurred in enforcing and protecting the PATENTS against infringement by third parties. 8.3 In the event of such infringement, LICENSEE's remedies against SSC shall be limited to those remedies expressly set forth in this Article 8. It is also understood and agreed that infringement proceedings referenced in this section includes proceedings challenging the validity of the PATENTS.

Infringement. 7.1 LICENSEE shall inform M.I.T. promptly in writing of any alleged infringement of The LICENSOR and the PATENT RIGHTS by a third party and of any available evidence thereof. * CONFIDENTIAL TREATMENT REQUESTED 7.2 During the term of this Agreement, LICENSEE shall have the right, but shall not be obligated, to prosecute at its own expense any such infringements of the PATENT RIGHTS and, in furtherance of such right, M.I.T. hereby agrees that LICENSEE may join M.I.T. as a party plaintiff in any such suit, without expense to M.I.T. The total cost of any such infringement action commenced or defended solely by LICENSEE shall be borne by LICENSEE, LICENSEE may, for such purposes, use the name of M.I.T. as party plaintiff; provided, however, that such right to bring an infringement action shall remain in effect only for so long as the license granted herein remains exclusive. No settlement, consent judgement or other voluntary final disposition of the suit may be entered into without the consent of M.I.T. which consent shall not unreasonably be withheld. LICENSEE shall indemnify M.I.T. against any order for costs that may be made against M.I.T. in proceedings commenced and defended solely by LICENSEE. 7.3 In the event that LICENSEE shall undertake the enforcement and/or defense of the PATENT RIGHTS by litigation, LICENSEE may withhold up to * of the royalties otherwise thereafter due M.I.T. hereunder and apply the same toward reimbursement of up to * of LICENSEE's expenses, including reasonable attorneys' fees, in connection therewith. 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 M.I.T. for any royalties past due or withheld and applied pursuant to this Article VII. The balance remaining from any such recovery attributable to damages for lost sales shall be divided according to the royalty percentages set forth in Section 4.1; any remaining balance shall be paid to LICENSEE. * CONFIDENTIAL TREATMENT REQUESTED 7.4 If within six (6) months after having been notified of any alleged infringement, LICENSEE shall have been unsuccessful in persuading the alleged infringer to desist and shall not have brought and shall not be diligently prosecuting an infringement action, or if LICENSEE shall notify M.I.T. at any time prior thereto one another as soon as they become aware of its intention not to bring suit against any alleged infringer, then, and in those events only, M.I.T. shall have the right, but shall not be obligated, to prosecute at its own expense any infringement of the PATENT RIGHTSAGREEMENT PATENTS by a THIRD PARTY. They shall supply one another with all items available to them in order to examine the nature and extent of this. 7.2 If one of the Parties believes that the observed infringement is liable significantly to disrupt the LICENSEE’S use of the AGREEMENT PATENTS, andthey shall approach the other Party in order to discuss the most appropriate measures in order to bring the infringement to an end. 7.3 If the Parties decide, by joint agreement, that they shall initiate legal proceedings against the THIRD PARTY they shall determine if these legal proceedings should be initiate jointly. The proceedings shall be dealt with jointly. For any issues pertaining to the protection of the AGREEMENT PATENTS, the LICENSOR shall be nominated as the “leader” and shall act following consultation with the LICENSEE and shall take account of any reasonable comments made by the latter. For any matters pertaining to the protection of the LICENSEE’S commercial interests, in furtherance particular the assessment of their damages, the latter shall be nominated as “leader” and shall act following consultation with the LICENSOR and shall take account of any reasonable comments made by the latter. The Parties to the proceedings shall ascertain the fees to be paid between them in advance. The indemnities that may be awarded by the courts to both parties to the AGREEMENT shall be shared between them in the same proportion as their respective external costs incurred in the course of these legal proceedings 7.4 If the LICENSEE would like to initiate legal proceedings and the LICENSOR does not wish to, the LICENSEE may, after having given formal notice to the LICENSOR for which no response has been received, pursue action at its own initiative and in its own name. The fees for such right, LICENSEE hereby agrees that M.I.T. may include LICENSEE as a party plaintiff in any such suit, without expense to proceedings shall be payable by the sole LICENSEE. The total cost awards, including any possible damages of any such infringement action commenced or defended solely by M.I.T. a punitive nature, shall be borne irrevocably acquired by M.I.T.,the LICENSEE. It is, however, agreed that after deducting external costs incurred by the LICENSEE for successfully win the legal proceedings, the indemnities, to the exclusion of indemnities of a punitive nature, allocated to LICENSEE shall be included in the NET INCOME and shall be subject to payment of royalty to the LICENSOR at the applicable rate in accordance with this AGREEMENT. It is furthermore agreed that the LICENSOR reserves the right to intervene at their cost and risk.

Infringement. 7.1 LICENSEE shall inform M.I.T. NDSU/RF promptly in writing of any alleged infringement of the PATENT RIGHTS by a third party and of any available evidence thereof. * CONFIDENTIAL TREATMENT REQUESTED. 7.2 During the term of With respect to any PATENT RIGHTS under which LICENSEE is exclusively licensed pursuant to this Agreement, LICENSEE or its sublicensee shall have the right, but shall not be obligated, right to prosecute in its own name and at its own expense any infringement of such infringements patent, so long as such license is exclusive at the time of the commencement of such action. NDSU/RF agrees to notify LICENSEE promptly of each infringement of such patents of which NDSU/RF is or becomes aware. Before LICENSEE or is sublicensees commences an action with respect to any infringement of such patents, LICENSEE shall give careful consideration to the views of NDSU/RF and to potential effects on the public interest in making its decision whether or not to ▇▇▇ and in the case of a LICENSEE sublicense, shall report such views to the sublicensee. 7.3 If LICENSEE or its sublicensee elects to commence an action as described above and NDSU/RF is a legally indispensable party to such action, NDSU/RF shall have the right to assign to LICENSEE all of NDSU/RF's right, title, and interest in each patent which is a part of the PATENT RIGHTS and, in furtherance and is the subject of such rightaction (subject to all NDSU/RF's obligations to the government and others having rights in such patent). In the event that NDSU/RF makes such an assignment, M.I.T. hereby agrees such assignment shall be irrevocable, and such action by LICENSEE on that patent or patents shall thereafter be brought or continued without NDSU/RF as a party, if NDSU/RF is no longer an indispensable party. Notwithstanding any such assignment to LICENSEE by NDSU/RF and regardless of whether NDSU/RF is or is not an indispensable party, NDSU/RF shall cooperate fully with LICENSEE in connection with any such action. In the event that any patent is assigned to LICENSEE by NDSU/RF, pursuant to this paragraph, such assignment shall require LICENSEE to continue to meet its obligations under this Agreement as if the assigned patent or patent application were still licensed to LICENSEE. 7.4 If LICENSEE or its sublicensee elects to commence an action described above and NDSU/RF is a legally indispensable party to such action, NDSU/RF may join the action as a co-plaintiff. Upon doing so, NDSU/RF shall jointly control the action with LICENSEE or its sublicensee. 7.5 LICENSEE shall reimburse NDSU/RF for any costs it incurs as part of an action brought by LICENSEE or its sublicensee, irrespective of whether NDSU/RF shall become a co-plaintiff. 7.6 If LICENSEE or its sublicensee elects to commence an action as described above, LICENSEE may join M.I.T. as a party plaintiff reduce, by up to fifty percent (50%), the royalty due to NDSU/RF earned under the patent subject to suit by fifty percent (50%) of the amount of the expenses and costs of such action, including attorney fees. In the event that such fifty percent (50%) of such expenses and costs exceed the amount of royalties withheld by LICENSEE for any calendar year, LICENSEE may to that extent reduce the royalties due to NDSU/RF from LICENSEE in succeeding calendar years, but never by more than fifty percent (50%) of the royalty due in any such suit, without expense to M.I.T. The total cost of any such infringement action commenced or defended solely by LICENSEE shall be borne by LICENSEE, LICENSEE may, for such purposes, use the name of M.I.T. as party plaintiff; provided, however, that such right to bring an infringement action shall remain in effect only for so long as the license granted herein remains exclusive. one year. 7.7 No settlement, consent judgement judgment, or other voluntary final disposition of the suit may be entered into without the consent of M.I.T. NDSU/RF, which consent shall not be unreasonably withheld. 7.8 Recoveries or reimbursements from such action shall first be applied to reimburse LICENSEE and NDSU/RF for litigation costs not paid from royalties and then to reimburse NDSU/RF for royalties withheld. Any remaining recoveries or reimbursements shall be shared equally by LICENSEE shall indemnify M.I.T. against any order for costs that may be made against M.I.T. in proceedings commenced and defended solely by LICENSEENDSU/RF. 7.3 7.9 In the event that LICENSEE shall undertake the enforcement and/or defense and its sublicensee, if any, elect not to exercise their right to prosecute an infringement of the PATENT RIGHTS by litigationpursuant to the above paragraphs. NDSU/RF may do so at its own expense, LICENSEE may withhold up to * controlling such action and retaining all recoveries therefrom. 7.10 If a declaratory judgment action alleging invalidity of any of the royalties otherwise thereafter due M.I.T. hereunder and apply the same toward reimbursement of up to * of LICENSEE's expenses, including reasonable attorneys' fees, in connection therewith. Any recovery of damages by LICENSEE for any such suit PATENT RIGHTS shall be applied first in satisfaction of any unreimbursed expenses and legal fees of brought against LICENSEE relating to the suitor NDSU/RF, and next toward reimbursement of M.I.T. for any royalties past due or withheld and applied pursuant to this Article VII. The balance remaining from any such recovery attributable to damages for lost sales shall be divided according to the royalty percentages set forth in Section 4.1; any remaining balance shall be paid to LICENSEE. * CONFIDENTIAL TREATMENT REQUESTED 7.4 If within six (6) months after having been notified of any alleged infringementthen NDSU/RF, LICENSEE shall have been unsuccessful in persuading the alleged infringer to desist and shall not have brought and shall not be diligently prosecuting an infringement actionat its sole option, or if LICENSEE shall notify M.I.T. at any time prior thereto of its intention not to bring suit against any alleged infringer, then, and in those events only, M.I.T. shall have the right, but shall not be obligated, right to prosecute intervene and take over the sole defense of the action at its own expense expense. 7.11 LICENSEE, during the exclusive period of this Agreement, shall have the sole right in accordance with the terms and conditions herein to sublicense any infringement alleged infringer in the TERRITORY for the FIELD OF USE for future use of the PATENT RIGHTS, and, in furtherance . Any up-front fees as part of such right, LICENSEE hereby agrees that M.I.T. 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 M.I.T. sublicense shall be borne by M.I.T.,shared equally between LICENSEE and NDSU/RF; other royalties shall be treated per Article 4.

Infringement. 7.1 LICENSEE The parties shall inform M.I.T. promptly each other promptly, in writing writing, of any alleged infringement of the PATENT RIGHTS Patent Rights by a third party party, and of any available evidence thereof. * CONFIDENTIAL TREATMENT REQUESTED. 7.2 During the term of this Agreement, LICENSEE shall have the right, subject only to approval not unreasonably withheld of RESEARCH FOUNDATION, but shall not be obligated, to prosecute at its own expense any such infringements of the PATENT RIGHTS Patent Rights and, in furtherance of such right, M.I.T. RESEARCH FOUNDATION hereby agrees that LICENSEE may join M.I.T. RESEARCH FOUNDATION as a party plaintiff in any such suit, without expense to M.I.T. RESEARCH FOUNDATION. The total cost of any such infringement action except as provided in paragraph 7.4 hereof, commenced or defended solely by LICENSEE shall be borne by LICENSEE, LICENSEE may, for such purposes, use the name of M.I.T. as party plaintiff; provided, however, that such right to bring an infringement action shall remain in effect only for so long as the license granted herein remains exclusive. No settlement, consent judgement or other voluntary final disposition of the suit may be entered into without the consent of M.I.T. which consent shall not unreasonably be withheld. and LICENSEE shall indemnify M.I.T. against keep any order recovery or damages for costs that may be made against M.I.T. in proceedings commenced and defended solely by LICENSEEpast infringement derived therefrom. 7.3 In the event that LICENSEE shall undertake the enforcement and/or defense of the PATENT RIGHTS by litigation, LICENSEE may withhold up to * of the royalties otherwise thereafter due M.I.T. hereunder and apply the same toward reimbursement of up to * of LICENSEE's expenses, including reasonable attorneys' fees, in connection therewith. 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 M.I.T. for any royalties past due or withheld and applied pursuant to this Article VII. The balance remaining from any such recovery attributable to damages for lost sales shall be divided according to the royalty percentages set forth in Section 4.1; any remaining balance shall be paid to LICENSEE. * CONFIDENTIAL TREATMENT REQUESTED 7.4 If within six (6) months after having been notified of any alleged infringement, LICENSEE shall have been unsuccessful in persuading the alleged infringer to desist and shall not have brought and shall not be diligently prosecuting an infringement action, or if LICENSEE shall notify M.I.T. RESEARCH FOUNDATION at any time prior thereto of its intention not to bring suit against any alleged infringer, then, and in those events only, M.I.T. RESEARCH FOUNDATION shall have the right, but shall not be obligated, to prosecute at its own expense any infringement of the PATENT RIGHTSPatent Rights, andand RESEARCH FOUNDATION may, for such purposes, use the name of LICENSEE as party plaintiff. No settlement, consent judgment or other voluntary final disposition of the suit may be entered into without the consent of the other party, which consent shall not unreasonably be withheld. 7.4 In the event that LICENSEE shall undertake the enforcement and/or defense of the Patent Rights by litigation, LICENSEE may withhold up to [***] percent ([***]%) of the royalties otherwise thereafter due RESEARCH FOUNDATION hereunder and apply the same toward reimbursement of up to [***] percent ([***]%) of its expenses, including reasonable attorneys’ fees, in furtherance connection therewith. Any recovery by LICENSEE of such right, LICENSEE hereby agrees that M.I.T. may include LICENSEE as a party plaintiff damages for past infringement in any such suit shall be applied first In satisfaction of any unreimbursed expenses and legal fees of LICENSEE relating to the suit, without expense and next toward reimbursement of RESEARCH FOUNDATION for any royalties past due or withheld and applied pursuant to LICENSEEthis Article VII. The total cost LICENSEE shall keep the balance remaining from any such recovery. 7.5 In the event that a declaratory judgment action alleging invalidity or noninfringement of any such infringement action commenced or defended solely by M.I.T. of the Patent Rights shall be borne by M.I.T.,brought against RESEARCH FOUNDATION, LICENSEE at its option, shall have the right, within thirty (30) days after commencement of such action, to intervene and take over the sole defense of the action at its own expense except as provided in paragraph 7.4. 7.6 In any infringement suit as either party may institute to enforce the Patent Rights pursuant to this Agreement, the other party hereto shall, at the request and expense 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. 7.7 RESEARCH FOUNDATION warrants and represents that it has the lawful right to grant the license provided in this agreement and that ft has not granted rights or licenses in derogation of this Agreement. RESEARCH FOUNDATION agrees that during the term of this Agreement, or any license granted hereunder, RESEARCH FOUNDATION shall not enter into any other agreements that conflict with the rights or obligations provided hereunder, including any rights and obligations provided hereunder, including any rights and obligations that survive termination of this Agreement.

Infringement. 7.1 LICENSEE shall inform M.I.T. promptly in writing 13.1 The Parties agree to give each other prompt written notice of any alleged infringement or other similar action in or affecting the Territory by a Third Party of the PATENT RIGHTS by a third party AMIH Marks known to them. 13.2 In the event of such infringement or other similar action, ADSC has the obligation to protect any of the Non-United States Marks which ADSC has been using in the preceding 12 month period and the United States Marks in the Territory and may decide whether or not any action is necessary for such protection and what such action might be, taking into account the interests of any available evidence thereofboth Parties. * CONFIDENTIAL TREATMENT REQUESTED 7.2 During ADSC has the right to act in its own name or if necessary in the name of AMIH. For the term of this Agreement, LICENSEE shall have Agreement AMIH hereby gives ADSC a power of attorney in the right, but shall not be obligatedform attached hereto as Schedule 3 to act on its behalf if any action in or out of court in connection with such actions is necessary. ADSC will select counsel, to prosecute which AMIH has no reasonable objection and AMIH will provide reasonable assistance, including by providing information, documents and things in response to discovery requests, by providing at its own expense any such infringements of the PATENT RIGHTS andmutually convenient times witnesses for discovery, in furtherance of such rightdepositions and trial testimony, M.I.T. hereby agrees that LICENSEE may join M.I.T. and by permitting ADSC to cause AMIH to be named as a party plaintiff or co- plaintiff in U.S. litigation. All expenses, including any expenses incurred by AMIH to provide such suitassistance, without expense to M.I.T. The total cost of any such infringement action commenced or defended solely by LICENSEE shall be borne by LICENSEE, LICENSEE may, for ADSC and ADSC shall be entitled to any amounts awarded to ADSC or AMIH. ADSC shall not enter into any settlement of such purposes, use the name of M.I.T. as party plaintiff; provided, however, that such right to bring an infringement action shall remain in effect only for so long as the license granted herein remains exclusive. No settlement, consent judgement or other voluntary final disposition of the suit may be entered into actions without the written consent of M.I.T. AMIH, which consent shall not be unreasonably be withheld. LICENSEE shall indemnify M.I.T. against any order for costs that may be made against M.I.T. in proceedings commenced and defended solely by LICENSEE. 7.3 In 13.3 If any action or proceeding is brought or asserted by ADSC, under the event authority granted to it under Article 13.2, ADSC will promptly notify AMIH in writing. AMIH may assume and direct the action or proceeding only provided that LICENSEE shall undertake the enforcement and/or defense ADSC initiates no action or takes no action in such action or proceeding. Upon assumption of the PATENT RIGHTS action or proceeding by litigationAMIH, LICENSEE may withhold up to * of the royalties otherwise thereafter due M.I.T. hereunder and apply the same toward reimbursement of up to * of LICENSEE's expenses, including reasonable attorneys' fees, in connection therewith. Any recovery of damages by LICENSEE for any such suit shall be applied first in satisfaction of any unreimbursed all expenses and legal fees of LICENSEE relating to the suit, and next toward reimbursement of M.I.T. for any royalties past due or withheld and applied pursuant to this Article VII. The balance remaining from any such recovery attributable to damages for lost sales shall be divided according to the royalty percentages set forth in Section 4.1; any remaining balance shall be paid to LICENSEE. * CONFIDENTIAL TREATMENT REQUESTED 7.4 If within six (6) months after having been notified of any alleged infringement, LICENSEE shall have been unsuccessful in persuading the alleged infringer to desist and shall not have brought and shall not be diligently prosecuting an infringement action, or if LICENSEE shall notify M.I.T. at any time prior thereto of its intention not to bring suit against any alleged infringer, then, and in those events only, M.I.T. shall have the right, but shall not be obligated, to prosecute at its own expense any infringement of the PATENT RIGHTS, and, in furtherance of such right, LICENSEE hereby agrees that M.I.T. 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 M.I.T. shall be borne by M.I.T.,AMIH and AMIH shall be entitled to any amounts awarded to ADSC or AMIH. AMIH shall not enter into any settlement of such actions without the written consent of ADSC, which consent shall not be unreasonably withheld.

Infringement. 7.1 LICENSEE shall inform M.I.T. promptly in writing of (a) If any alleged infringement of the PATENT RIGHTS IXSYS PATENTS under which MEDIMMUNE is licensed hereunder is infringed by the sale by a third party and THIRD PARTY of any available evidence thereof. * CONFIDENTIAL TREATMENT REQUESTED 7.2 During a PRODUCT, subject to the term provisions of this Agreementthe IXSYS LICENSE AGREEMENTS, LICENSEE MEDIMMUNE shall have the rightright and option but not the obligation to bring an action for such infringement, but shall not be obligated, to prosecute at its own expense any sole expense, against such infringements THIRD PARTY in the name of IXSYS and/or in the PATENT RIGHTS andname of MEDIMMUNE and/or in the name of a licensor of IXSYS, in furtherance of such rightas the case may be, M.I.T. hereby agrees that LICENSEE may and to join M.I.T. IXSYS or its licensor as a party plaintiff in any such suit, without expense to M.I.T. The total cost if required. MEDIMMUNE shall promptly notify IXSYS of any such infringement and shall keep IXSYS informed as to the prosecution of any action commenced or defended solely by LICENSEE shall be borne by LICENSEE, LICENSEE may, for such purposes, use the name of M.I.T. as party plaintiff; provided, however, that such right to bring an infringement action shall remain in effect only for so long as the license granted herein remains exclusiveinfringement. No settlement, consent judgement judgment or other voluntary final disposition of the suit which adversely affects IXSYS PATENTS may be entered into without the consent of M.I.T. IXSYS, which consent shall not unreasonably be withheld. LICENSEE shall indemnify M.I.T. against any order for costs that may be made against M.I.T. in proceedings commenced and defended solely by LICENSEE. 7.3 (b) In the event that LICENSEE MEDIMMUNE shall undertake the enforcement and/or defense under Section 7.1(a) of the PATENT RIGHTS IXSYS PATENTS by litigation, LICENSEE may withhold up subject to * the provisions of the royalties otherwise thereafter due M.I.T. hereunder and apply the same toward reimbursement of up to IXSYS LICENSE AGREEMENTS, any recovery *** of LICENSEE's expenses, including reasonable attorneys' fees, in connection therewithCONFIDENTIAL MATERIAL REDACTED AND FILED SEPARATELY WITH THE COMMISSION. Any recovery of damages by LICENSEE MEDIMMUNE for any such suit shall be applied first pro rata in satisfaction of any unreimbursed out of pocket expenses and legal fees of LICENSEE relating to the MEDIMMUNE regarding such suit, and next toward reimbursement of M.I.T. for any royalties past due or withheld and applied pursuant to this Article VII. The balance remaining from any such recovery attributable to damages for lost sales shall be divided according between MEDIMMUNE and IXSYS, as follows (i) for that portion, if any, based on lost profits, IXSYS shall recover the royalty IXSYS would have received under this Agreement if such sales had been made by MEDIMMUNE; and (ii) for any other recovery, IXSYS shall receive *** of the remaining amount. 7.2 In the event that MEDIMMUNE elects not to pursue an action for infringement, upon written notice to IXSYS by MEDIMMUNE that an unlicensed THIRD PARTY is an infringer of a VALID PATENT CLAIM of IXSYS PATENTS licensed to MEDIMMUNE, IXSYS shall have the right and option, but not the obligation at its cost and expense to initiate infringement litigation and to retain any recovered damages. 7.3 In any infringement suit either party may institute to enforce the IXSYS PATENTS pursuant to this Agreement, the other party hereto shall, at the request of the party initiating such suit, reasonably cooperate and, to the royalty percentages set forth extent reasonably possible, 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 Section 4.1; any remaining balance connection with rendering cooperation requested hereunder shall be paid to LICENSEE. * CONFIDENTIAL TREATMENT REQUESTED 7.4 If within six (6) months after having been notified of any alleged infringement, LICENSEE shall have been unsuccessful in persuading by the alleged infringer to desist and shall not have brought and shall not be diligently prosecuting an infringement action, or if LICENSEE shall notify M.I.T. at any time prior thereto of its intention not to bring suit against any alleged infringer, then, and in those events only, M.I.T. shall have the right, but shall not be obligated, to prosecute at its own expense any infringement of the PATENT RIGHTS, and, in furtherance of such right, LICENSEE hereby agrees that M.I.T. 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 M.I.T. shall be borne by M.I.T.,requesting cooperation.

Infringement. 7.1 LICENSEE shall inform M.I.T. promptly in writing of With respect to any alleged actual or suspected infringement of the PATENT RIGHTS Idenix Patent Rights or Joint Patent Rights by a third party and of any available evidence thereof. * CONFIDENTIAL TREATMENT REQUESTEDThird Party in the Field: 7.2 During the term of this Agreement, LICENSEE (i) GSK shall have the rightinitial right to initiate a legal action against such Third Party with respect to such infringement, but at GSK’s expense. Idenix shall not be obligated, to prosecute at its own expense any join in such infringements of the PATENT RIGHTS and, in furtherance of such right, M.I.T. hereby agrees that LICENSEE may join M.I.T. action as a party plaintiff at GSK’s request and expense in the event that an adverse party asserts, the court rules or other Laws provide, or GSK determines in good faith, that a court would lack jurisdiction based on Idenix’s absence as a party in such suit. Idenix may also at any time join in such action and may be represented by counsel of its choice, at Idenix’s expense; but in any event control of such suit, without expense to M.I.T. The total cost of any such infringement action commenced or defended solely by LICENSEE shall be borne by LICENSEE, LICENSEE may, for such purposes, use the name of M.I.T. as party plaintiff; provided, however, that such right to bring an infringement action shall remain with GSK. At GSK’s reasonable request Idenix shall provide reasonable assistance to GSK in effect only connection with such action, provided that GSK will reimburse Idenix for so long as any reasonable out-of-pocket costs associated with such cooperation. GSK shall, through the license granted herein remains exclusive. No settlementIP Committee and otherwise upon Idenix’s reasonable request, consent judgement or other voluntary final disposition keep Idenix reasonably informed of the suit may be entered into without the consent progress and status of M.I.T. which consent shall not unreasonably be withheld. LICENSEE shall indemnify M.I.T. against any order for costs that may be made against M.I.T. in proceedings commenced and defended solely by LICENSEE. 7.3 In the event that LICENSEE shall undertake the enforcement and/or defense of the PATENT RIGHTS by litigation, LICENSEE may withhold up to * of the royalties otherwise thereafter due M.I.T. hereunder and apply the same toward reimbursement of up to * of LICENSEE's expenses, including reasonable attorneys' fees, in connection therewithsuch action. Any recovery of damages recoveries resulting from such an action (by LICENSEE for any such suit settlement or otherwise) shall be applied first as follows: (A) First, to reimburse each Party for all out-of-pocket costs in satisfaction connection with such proceeding (on a pro rata basis, based on each Party’s respective out-of-pocket costs, to the extent the recovery was less than all such costs); and (B) Second, [**] percent ([**]%) of any unreimbursed expenses and legal fees of LICENSEE relating to the suit, and next toward reimbursement of M.I.T. for any royalties past due or withheld and applied pursuant to this Article VII. The balance remaining from any such recovery attributable to damages for lost sales shall be divided according to the royalty percentages set forth in Section 4.1; any remaining balance remainder shall be paid to LICENSEE. * CONFIDENTIAL TREATMENT REQUESTEDIdenix. 7.4 (ii) If GSK does not commence and vigorously pursue a legal action to enjoin such infringement within six [**] of being notified or otherwise becoming aware of such infringement (6) months after having been notified or such shorter period of any alleged infringementtime as necessary to ensure that Idenix may reasonably protect the Idenix Patent Rights or Joint Patent Rights), LICENSEE shall have been unsuccessful in persuading the alleged infringer to desist and shall not have brought and shall not be diligently prosecuting an infringement actionIdenix may, or if LICENSEE shall notify M.I.T. at any time prior thereto of its intention not to bring suit against any alleged infringer, then, and in those events only, M.I.T. shall have the right, but shall not be obligated, to prosecute at its own expense any infringement of expense, commence the PATENT RIGHTS, and, action. GSK shall join in furtherance of such right, LICENSEE hereby agrees that M.I.T. may include LICENSEE action as a party plaintiff at Idenix’s request and expense in any the event that an adverse party asserts, the court rules or other Laws provide, or Idenix determines in good faith, that a court would lack jurisdiction based on GSK’s absence as a party in such suit, without expense but control of such action shall remain with Idenix. At Idenix’s reasonable request, GSK shall provide reasonable assistance to LICENSEEIdenix in connection with such action provided that Idenix will reimburse GSK for any reasonable out-of-pocket costs associated with such cooperation. The total cost of any Any recoveries resulting from such infringement an action commenced or defended solely by M.I.T. shall be borne retained by M.I.T.,Idenix.

Infringement. 7.1 LICENSEE 8.1 Each party shall inform M.I.T. the other promptly in writing of any alleged infringement of the PATENT RIGHTS Patent Rights by a third party and of provide any available evidence thereof. * CONFIDENTIAL TREATMENT REQUESTED 7.2 During the term of this Agreement, LICENSEE 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 any such all infringements of the PATENT RIGHTS andPatent 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 furtherance of such righteach case, M.I.T. hereby agrees that LICENSEE may join M.I.T. without expense to Northwestern. Northwestern shall be included as a party plaintiff in any such suitaction 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 M.I.T. Northwestern. The total cost of any such infringement action commenced or defended solely by LICENSEE Licensee, Licensee and other licensees, or where Northwestern is joined involuntarily as a necessary party, shall be borne by LICENSEE, LICENSEE may, for such purposes, use the name of M.I.T. as party plaintiff; provided, however, that such right to bring an infringement action shall remain in effect only for so long as the license granted herein remains exclusive. No settlement, consent judgement or other voluntary final disposition of the suit may be entered into without the consent of M.I.T. which consent shall not unreasonably be withheld. LICENSEE shall indemnify M.I.T. against any order for costs that may be made against M.I.T. in proceedings commenced and defended solely by LICENSEE. 7.3 In the event that LICENSEE shall undertake the enforcement and/or defense of the PATENT RIGHTS by litigation, LICENSEE may withhold up to * of the royalties otherwise thereafter due M.I.T. hereunder and apply the same toward reimbursement of up to * of LICENSEE's expenses, including reasonable attorneys' fees, in connection therewithLicensee. Any recovery of damages resulting from an action brought by LICENSEE Licensee shall be distributed as follows: (a) each Party shall be reimbursed for any expenses it incurred in the action; (b) as to ordinary damages for past infringement, Licensee shall receive an amount equal to either (i) its lost profits, (ii) a reasonable royalty on the infringing sales, or (iii) whatever alternative measure of such suit damages the court shall have applied, and such amount shall be applied first treated as Net Sales for the purpose of calculating running royalties under Section 5.1; and (c) the Parties shall share equally in satisfaction of any unreimbursed expenses and legal fees of LICENSEE relating to the suitadditional award, and next toward reimbursement of M.I.T. for including any royalties past due special or withheld and applied pursuant to this Article VII. The balance remaining from any such recovery attributable to damages for lost sales shall be divided according to the royalty percentages set forth in Section 4.1; any remaining balance shall be paid to LICENSEE. * CONFIDENTIAL TREATMENT REQUESTEDpunitive damages. 7.4 8.2 If within six (6) months after having been notified of any alleged infringement, LICENSEE shall have Licensee has been unsuccessful in persuading the alleged infringer to desist and shall or has not have otherwise brought and shall not be diligently prosecuting is pursuing an infringement action, or if LICENSEE shall notify M.I.T. Licensee notifies Northwestern at any time prior thereto of its intention not to bring suit against any alleged infringer, then, and in those events only, M.I.T. Northwestern shall have the right, but shall not be obligated, to prosecute at its own expense any infringement of the PATENT RIGHTS, and, in furtherance Patent Rights or defense of such right, LICENSEE hereby agrees that M.I.T. a declaratory judgment claim or counterclaim and may include LICENSEE Licensee as a party plaintiff in any such suit, without expense to LICENSEEaction. The total cost of any such infringement or declaratory judgment action commenced or defended solely by M.I.T. Northwestern, or where Licensee is joined involuntarily as a necessary party, shall be borne by M.I.T.,Northwestern. Northwestern shall 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, shall have the right to consent to a sublicense Northwestern may propose to any 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 alleging the invalidity or non-infringement of any of the Patent Rights shall be brought 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, or there is a 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 “*****”. need to otherwise defend the Patent Rights, Northwestern shall have the first right within ninety (90) days receipt of notice to control the defense of such action, proceeding or otherwise, and Licensee shall reimburse Northwestern’s reasonable out-of-pocket legal costs and expenses incurred in the action, including attorney’s fees. 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 make all payments required hereunder directly to Northwestern and have no right to pay into escrow or other account any amounts due to Northwestern under this Agreement. For purposes of clarity, Licensee shall not be entitled to any refund or offset for any amounts paid under this Agreement, including any paid prior to or during the period of the challenge even if the Patent Rights are held invalid or unenforceable.

Infringement. 7.1 LICENSEE (a) Each Party shall inform M.I.T. notify the other promptly in writing after such Party becomes aware of any alleged infringement of any Licensed Patent Rights in any country through the PATENT RIGHTS sale of a Licensed Product. (b) If any of the Licensed Patent Rights under which Viventia holds a license is infringed by a third party and through the sale of any available evidence thereof. * CONFIDENTIAL TREATMENT REQUESTED 7.2 During the term of this Agreementa Licensed Product, LICENSEE Biovation shall have the rightright and option, but shall not be obligatedthe obligation, to prosecute bring an action for infringement, at its own expense any sole expense, against such infringements third party in the name of Biovation and/or in the PATENT RIGHTS andname of Viventia, in furtherance of such right, M.I.T. hereby agrees that LICENSEE may and to join M.I.T. Viventia as a party plaintiff in any such suit, without expense to M.I.T. The total cost if required. Biovation shall promptly notify Viventia of any such infringement action commenced or defended solely by LICENSEE and shall be borne by LICENSEE, LICENSEE may, keep Viventia informed as to the prosecution of any action for such purposes, use infringement. Biovation shall have the name full control over the conduct of M.I.T. as party plaintiffsuch litigation including settlement thereof; provided, however, that Biovation shall make no decision, including, but not limited to, any settlement with respect to such right to bring an infringement action shall remain in effect only for so long as which adversely affects the validity or enforceability or scope of the Licensed Patent Rights or detracts from the exclusivity of the license granted herein remains exclusive. No settlement, consent judgement or other voluntary final disposition of the suit may be entered into to Viventia hereunder without the prior written consent of M.I.T. which consent shall not unreasonably be withheldViventia. LICENSEE shall indemnify M.I.T. against any order for costs that may be made against M.I.T. in proceedings commenced and defended solely by LICENSEE. 7.3 In the event that LICENSEE Biovation 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 Viventia shall undertake have the enforcement and/or defense right and option, but not the obligation, to institute such an action and to retain any recovered damages. If by statute or regulation, a delay of one hundred twenty (120) days would result in a diminshment of rights, including by way of example but not limitation loss of the PATENT RIGHTS by litigationopportunity for a stay of approval of an infringing product, LICENSEE may withhold up to * of then the royalties otherwise thereafter due M.I.T. hereunder and apply the same toward reimbursement of up to * of LICENSEE's expenses, including reasonable attorneys' fees, in connection therewith. Any recovery of damages by LICENSEE for any such suit one hundred twenty (120) day period above shall be applied first in satisfaction of any unreimbursed expenses and legal fees of LICENSEE relating shortened to the suit, and next toward reimbursement extent required to end ten (10) days before the date on which the diminishment of M.I.T. for rights would occur. (c) In any royalties past due or withheld and applied infringement suit either Party may institute to enforce any rights pursuant to this Article VII. The balance remaining from any Agreement, the other Party hereto shall, at the request of the Party initiating such recovery attributable to damages for lost sales shall be divided according suit, cooperate in all respects and, to the royalty percentages set forth 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 Section 4.1; any remaining balance connection with rendering cooperation requested hereunder shall be paid to LICENSEE. * CONFIDENTIAL TREATMENT REQUESTEDby the Party requesting cooperation. 7.4 If within six (6d) months after having been notified The costs and expenses of any alleged infringement, LICENSEE shall have been unsuccessful in persuading the alleged infringer action instituted pursuant to desist this Section 12 including reasonable fees of attorneys and shall not have brought and shall not be diligently prosecuting an infringement action, or if LICENSEE shall notify M.I.T. at any time prior thereto of its intention not to bring suit against any alleged infringer, then, and in those events only, M.I.T. shall have the right, but shall not be obligated, to prosecute at its own expense any infringement of the PATENT RIGHTS, and, in furtherance of such right, LICENSEE hereby agrees that M.I.T. 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 M.I.T. other professionals) shall be borne by M.I.T.,the Party instituting the action, or, if the Parties elect to cooperate in instituting and maintaining such action, 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 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 12).

Infringement. 7.1 LICENSEE shall 6.1 USCEI will inform M.I.T. Turcotte promptly in writing of any alleged infringement of the PATENT RIGHTS th▇ ▇▇▇▇▇ology by a third party and of any available evidence thereof. * CONFIDENTIAL TREATMENT REQUESTED. 7.2 6.2 During the term of this Agreement, LICENSEE shall USCEI will have the right, but shall will not be obligated, to prosecute at its own expense all infringements of the Technology and, in furtherance of such right, USCEI may include Turcotte as a party plaintiff in any such suit without expense to Tu▇▇▇▇▇▇. The total cost of any such infringement action commenced ▇▇ ▇▇▇▇▇ded solely by USCEI will be borne by USCEI. 6.3 If within 90 days after having identified any alleged infringement, Turcotte has been unsuccessful in persuading the alleged infringer t▇ ▇▇▇▇▇▇ and has not brought and/or is not diligently prosecuting an infringement action or if Turcotte notifies USCEI at any time prior thereto of his intenti▇▇ ▇▇▇ ▇o bring suit against any alleged infringer, then, and in those events only, USCEI will have the right, but will not be obligated, to prosecute at its own expense any such infringements infringement of the PATENT RIGHTS and, in furtherance of such right, M.I.T. hereby agrees that LICENSEE may join M.I.T. as a party plaintiff in any such suit, without expense to M.I.T. The total cost of any such infringement action commenced or defended solely by LICENSEE shall be borne by LICENSEE, LICENSEE Technology and USCEI may, for such purposes, use the name of M.I.T. Turcotte as a party plaintiff; , provided, however, that such right to bring righ▇ ▇▇ ▇▇▇ng such an infringement action shall will remain in effect only for so long as the license granted herein remains exclusive. No settlement, consent judgement judgment or other voluntary final disposition of the suit may be entered into without the consent of M.I.T. Turcotte, which consent shall will not be unreasonably be withheld. LICENSEE shall indemnify M.I.T. USCEI wil▇ ▇▇▇▇▇▇ify Turcotte against any order for costs that may be made against M.I.T. in proceedings commenced and defended solely by LICENSEEhim i▇ ▇▇▇▇ ▇roceedings. 7.3 6.4 Each party will promptly notify the other in writing in the event that a third party brings a claim of infringement against Turcotte or USCEI relating to the Technology. Turcotte will have th▇ ▇▇▇▇▇ to defend, at his own expense, any suc▇ ▇▇▇▇▇ party claim or action and to settle or compromise the same in such manner as he will see fit. This includes the negotiation of a separate license agreement with the third party. USCEI may participate in such litigation or claim on its behalf at its own expense. 7.5 If the alleged infringement is so substantial as to threaten the competitive position of USCEI and/or USCEI is temporarily enjoined from exercise of its license hereunder, and if Turcotte elects not to defend against such claim, then USCEI in i▇▇ ▇▇▇ ▇ame and at its sole expense may defend such claim and compromise, settle or pursue such defense in such a manner and on such terms as USCEI will see fit. 7.6 In the event that LICENSEE shall undertake an action for infringement is brought against USCEI alleging that the enforcement and/or defense Technology infringes a patent or other intellectual property right of the PATENT RIGHTS by litigation, LICENSEE may withhold up to * of the royalties otherwise thereafter due M.I.T. hereunder and apply the same toward reimbursement of up to * of LICENSEE's expenses, including reasonable attorneys' fees, in connection therewith. 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 suita third party, and next toward reimbursement of M.I.T. Turcotte elects not to defend, USCEI will have the right to withhol▇ ▇▇% ▇f the annual license fee otherwise due to Turcotte to reimburse USCEI for any royalties past due or withheld costs and applied expenses incurred in the d▇▇▇▇▇▇ ▇f such action if it decides to defend such claim in its own name. 7.7 In the event USCEI is permanently enjoined from exercising its license rights granted hereunder pursuant to this Article VII. The balance remaining from any such recovery attributable to damages for lost sales shall be divided according to the royalty percentages set forth in Section 4.1; any remaining balance shall be paid to LICENSEE. * CONFIDENTIAL TREATMENT REQUESTED 7.4 If within six (6) months after having been notified of any alleged infringement, LICENSEE shall have been unsuccessful in persuading the alleged infringer to desist and shall not have brought and shall not be diligently prosecuting an infringement actionaction brought by a third party, or if LICENSEE shall notify M.I.T. at any time prior thereto of its intention USCEI or Turcotte elect not to bring suit against any undertake the defense or settlement of such a ▇▇▇▇▇ ▇▇ alleged infringer, then, infringement for a period of 6 months from notice of such claim or action then USCEI will have the right to terminate this Agreement with respect to the infringed patent claims following thirty days' written notice to Turcotte and in those events only, M.I.T. shall have the right, but shall not be obligated, to prosecute at its own expense any infringement accordance with terms of the PATENT RIGHTS, and, in furtherance of such right, LICENSEE hereby agrees that M.I.T. 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 M.I.T. shall be borne by M.I.T.,Article 13.

Infringement. 7.1 LICENSEE Each party to this Agreement shall inform M.I.T. promptly notify the other party in writing of any alleged infringement of the PATENT RIGHTS by a third party and of any available evidence thereof. * CONFIDENTIAL TREATMENT REQUESTEDof infringement by a third party of any patents within the Patent Rights of which it becomes aware. 7.2 During the term of this Agreement, LICENSEE shall have the right, but shall not be obligated, to prosecute at its own expense any such infringements of the PATENT RIGHTS Patent Rights and, in furtherance of such right, M.I.T. LICENSEE hereby agrees that LICENSEE ▇▇▇▇▇ ▇▇▇▇▇▇▇ may join M.I.T. LICENSEE as a party plaintiff in any such suit, without expense to M.I.T. The total cost of any such infringement action commenced or defended solely by LICENSEE shall be borne by LICENSEE▇▇▇▇▇ ▇▇▇▇▇▇▇, LICENSEE may, for such purposes, use the name of M.I.T. as party plaintiff; provided, however, that such right to bring an infringement action shall remain in effect only for so long as the license granted herein remains exclusive. No settlement, consent judgement judgment or other voluntary final disposition of the suit may be entered into without the consent of M.I.T. ▇▇▇▇▇ ▇▇▇▇▇▇▇, which consent shall not unreasonably be withheld. LICENSEE shall indemnify M.I.T. ▇▇▇▇▇ ▇▇▇▇▇▇▇ against any order for costs or other expenses that may be made against M.I.T. ▇▇▇▇▇ ▇▇▇▇▇▇▇ in proceedings such proceedings. The total cost of any such infringement action commenced and or defended solely by LICENSEE shall be borne by LICENSEE, and LICENSEE shall keep any recovery damages for past infringement derived therefrom, after payments to ▇▇▇▇▇ ▇▇▇▇▇▇▇ of the royalty rate set forth in Paragraph 4.1(c)(i) applied to the sum of the recovery, damages or any other amount received in any form of disputation and/or in settlement of any infringement or alleged infringement of the Patent Rights remaining after LICENSEE has reimbursed itself for all costs, including legal costs, associated with the prosecution. 7.3 In the event that LICENSEE shall undertake the enforcement and/or defense of the PATENT RIGHTS by litigation, LICENSEE may withhold up to * of the royalties otherwise thereafter due M.I.T. hereunder and apply the same toward reimbursement of up to * of LICENSEE's expenses, including reasonable attorneys' fees, in connection therewith. 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 M.I.T. for any royalties past due or withheld and applied pursuant to this Article VII. The balance remaining from any such recovery attributable to damages for lost sales shall be divided according to the royalty percentages set forth in Section 4.1; any remaining balance shall be paid to LICENSEE. * CONFIDENTIAL TREATMENT REQUESTED 7.4 If within six (6) months after having been notified of any alleged infringement, LICENSEE shall have been unsuccessful in persuading the alleged infringer to desist and shall not have brought and shall not be diligently prosecuting an any infringement action, or if LICENSEE shall notify M.I.T. ▇▇▇▇▇ ▇▇▇▇▇▇▇ at any time prior thereto of its intention not to bring suit against any alleged infringer, then, and in those events only, M.I.T. ▇▇▇▇▇ ▇▇▇▇▇▇▇ shall have the right, but shall not be obligated, obligated to prosecute at its own expense any infringement of the PATENT RIGHTSPatent Rights, andand ▇▇▇▇▇ ▇▇▇▇▇▇▇ may, in furtherance for such purposes, use the name of such right, LICENSEE hereby agrees that M.I.T. may include LICENSEE as a party plaintiff in any such suit, without expense to LICENSEE. The total cost , and ▇▇▇▇▇ ▇▇▇▇▇▇▇ shall keep any recovery or damages derived therefrom. 7.4 In the event that a declaratory judgment action alleging invalidity or noninfringement of any such infringement action commenced or defended solely by M.I.T. of the Patent Rights shall be borne by M.I.T.,brought against 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 their own expense. 7.5 In any infringement suit that any party hereto may institute to 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 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. 7.6 LICENSEE, during the Exclusive Period of this Agreement, shall have the sole right in accordance with the terms and conditions herein to sublicense any alleged infringer under the Patent Rights to avoid future infringements. Amounts received from any such sublicensee constituting retroactive royalties shall be considered amounts received in settlement and accounted for under Paragraph 7.2 above. Otherwise, amounts received from such sublicensee shall be treated in accordance with Paragraph 4.1(c) above.

Infringement. 7.1 LICENSEE shall inform M.I.T. promptly in writing of any alleged infringement of the PATENT RIGHTS by a third party and of any available evidence thereof. * CONFIDENTIAL TREATMENT REQUESTED 7.2 During the term of this Agreement, LICENSEE Company shall have the rightfirst right to enforce any patent within PATENT RIGHTS against any infringement or alleged infringement thereof, but and shall at all times keep JHU informed as to the status thereof. Before Company commences an action with respect to any infringement of such patents, Company shall give careful consideration to the views of JHU and to potential effects on the public interest in making its decision whether or not be obligatedto ▇▇▇. Thereafter, to prosecute Company may, at its own expense expense, institute suit against any such infringements of infringer or alleged infringer and control and defend such suit in a manner consistent with the PATENT RIGHTS andterms and provisions hereof and recover any damages, awards or settlements resulting therefrom, subject to Paragraph 4.5. If required by law, JHU shall permit action under this Section to be brought in furtherance of such rightits name, M.I.T. hereby agrees that LICENSEE may join M.I.T. including being joined as a party plaintiff in any such suitparty-plaintiff. However, without expense to M.I.T. The total cost of any such infringement action commenced or defended solely by LICENSEE shall be borne by LICENSEE, LICENSEE may, for such purposes, use the name of M.I.T. as party plaintiff; provided, however, that such right to bring an infringement action shall remain in effect only for so long as the license granted herein remains exclusive. No no settlement, consent judgement judgment or other voluntary final disposition of the suit that concedes the invalidity or unenforceability of any patent within PATENT RIGHTS may be entered into without the prior written consent of M.I.T. JHU, which consent shall not be unreasonably be withheld. LICENSEE shall indemnify M.I.T. against any order This right to ▇▇▇ for costs that may be made against M.I.T. in proceedings commenced and defended solely by LICENSEE. 7.3 In the event that LICENSEE shall undertake the enforcement and/or defense of the PATENT RIGHTS by litigation, LICENSEE may withhold up to * of the royalties otherwise thereafter due M.I.T. hereunder and apply the same toward reimbursement of up to * of LICENSEE's expenses, including reasonable attorneys' fees, in connection therewith. 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 M.I.T. for any royalties past due or withheld and applied pursuant to this Article VII. The balance remaining from any such recovery attributable to damages for lost sales shall be divided according to the royalty percentages set forth in Section 4.1; any remaining balance shall be paid to LICENSEE. * CONFIDENTIAL TREATMENT REQUESTED 7.4 If within six (6) months after having been notified of any alleged infringement, LICENSEE shall have been unsuccessful in persuading the alleged infringer to desist and shall not have brought and infringement shall not be diligently prosecuting used in an infringement action, arbitrary or if LICENSEE capricious manner. JHU shall notify M.I.T. reasonably cooperate in any such litigation at any time prior thereto of its intention Company’s expense. ​ If Company elects not to bring suit against enforce any alleged infringer, then, and in those events only, M.I.T. shall have the right, but shall not be obligated, to prosecute at its own expense any infringement of patent within the PATENT RIGHTS, andthen it shall so notify JHU in writing within [**] days of receiving notice that an infringement exists, and JHU may, in furtherance its sole judgment and at its own expense, take steps to enforce any patent and control, settle, and defend such suit in a manner consistent with the terms and provisions hereof, and recover, for its own account, any damages, awards or settlements resulting therefrom. However, no settlement, consent judgment or other voluntary final disposition of such right, LICENSEE hereby agrees the suit that M.I.T. may include LICENSEE as a party plaintiff in any such suit, without expense to LICENSEE. The total cost concedes the invalidity or unenforceability of any such infringement action commenced or defended solely by M.I.T. patent within PATENT RIGHTS may be entered into without the prior written consent of Company, which consent shall not be borne by M.I.T.,unreasonably withheld. ​

Infringement. 7.1 LICENSEE 6.1 In the event that either PARTY becomes aware of an infringement of the PATENTS by a third party, it promptly shall inform M.I.T. promptly notify the other PARTY in writing to that effect. If the infringement is in the SPINAL/EPIDURAL FIELD, BD shall be permitted, but not required, to bring suit and to control the conduct thereof against the alleged infringer of any alleged claims of any PATENTS, **. At BD's request, SHPI will reasonably cooperate with BD in any suit for infringement of the PATENT RIGHTS brought by BD, including being joined as a party plaintiff to such suit, against a third party. **. In the event BD exercises the privileges herein conferred, **. Notwithstanding the foregoing, **. ---------------- The "**" marks the location of information that has been omitted and filed separately with the Securities and Exchange Commission pursuant to a request for confidential treatment. 6.2 If, after the expiration of ninety (90) days from the date of such notice, BD has not brought suit against the third party and infringer, then SHPI shall have the right after such ninety (90) day notice period, but not the obligation, to bring suit against such infringer and, if a court of competent jurisdiction determines it is necessary, to join BD as a party, **. At SHPI's request, BD will reasonably cooperate with SHPI in any available evidence thereofsuit for infringement of the PATENT brought by SHPI, including being joined as a party plaintiff to such suit, against a third party. * CONFIDENTIAL TREATMENT REQUESTED**. Notwithstanding the foregoing, **. 7.2 6.3 In the event that any third party brings proceedings challenging the validity of the PATENTS other than in the context of an infringement suit, the PARTIES shall notify each other in writing to that effect. During the term of this Agreementninety (90) day period after such notice, LICENSEE shall SHPI will have the right, but shall not be obligatedthe obligation, to prosecute at its own expense contest such proceedings. SHPI shall bear the expenses of any such infringements proceeding. SHPI shall have the final decision on all matters relating to such proceeding and any settlement discussions. At SHPI's request, BD will reasonably cooperate with SHPI in any suit for infringement of the PATENT RIGHTS andbrought by SHPI, in furtherance of such right, M.I.T. hereby agrees that LICENSEE may join M.I.T. including being joined as a party plaintiff to such suit, against a third party. **. 6.4 If, after the expiration of the ninety (90) days from the date of such notice, SHPI has not engaged in the proceeding, then LICENSEE shall have the right after such ninety (90) day notice period, but not the obligation, to contest such proceedings and join SHPI as a party provided that LICENSEE shall bear all expenses of such proceeding. SHPI will reasonably attempt to cooperate with LICENSEE in any such suitproceedings challenging the validity of the PATENTS and shall have the right to consult with LICENSEE and to participate in and be represented by independent counsel in such litigation at its own expense. **. Where it is necessary for LICENSEE to have standing to contest the proceedings, without expense SHPI shall assign limited concurrent rights to M.I.T. The total cost the licensed PATENTS for the terms of any such infringement action commenced or defended solely by LICENSEE the proceedings. Notwithstanding the foregoing, **. 6.5 Nothing contained in this ARTICLE VI shall be borne by LICENSEE, LICENSEE may, for such purposes, use the name of M.I.T. as party plaintiff; provided, however, that such construed to in any way limit or interfere with SHPI's right to bring an infringement action shall remain in effect only suit and control the conduct thereof for so long as the license granted herein remains exclusive. No settlement, consent judgement or other voluntary final disposition any and all claims relating to LICENSED PATENTS outside of the suit may be entered into without the consent of M.I.T. which consent shall not unreasonably be withheld. LICENSEE shall indemnify M.I.T. against any order for costs that may be made against M.I.T. in proceedings commenced and defended solely by LICENSEESPINAL/EPIDURAL FIELD. 7.3 In the event that LICENSEE shall undertake the enforcement and/or defense of the PATENT RIGHTS by litigation, LICENSEE may withhold up to * of the royalties otherwise thereafter due M.I.T. hereunder and apply the same toward reimbursement of up to * of LICENSEE's expenses, including reasonable attorneys' fees, in connection therewith. 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 M.I.T. for any royalties past due or withheld and applied pursuant to this Article VII. The balance remaining from any such recovery attributable to damages for lost sales shall be divided according to the royalty percentages set forth in Section 4.1; any remaining balance shall be paid to LICENSEE. * CONFIDENTIAL TREATMENT REQUESTED 7.4 If within six (6) months after having been notified of any alleged infringement, LICENSEE shall have been unsuccessful in persuading the alleged infringer to desist and shall not have brought and shall not be diligently prosecuting an infringement action, or if LICENSEE shall notify M.I.T. at any time prior thereto of its intention not to bring suit against any alleged infringer, then, and in those events only, M.I.T. shall have the right, but shall not be obligated, to prosecute at its own expense any infringement of the PATENT RIGHTS, and, in furtherance of such right, LICENSEE hereby agrees that M.I.T. 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 M.I.T. shall be borne by M.I.T.,

Infringement. 7.1 LICENSEE shall inform M.I.T. promptly Section 8.1 CONTROL DEVICES is empowered, at its sole option: (a) To bring suit in writing of any alleged its own name or, if required by law, jointly with HEGYI, at CONTROL DEVICE▇' ▇▇n expense and on CONTROL DEVICES' own behalf, for infringement of the PATENT RIGHTS by a third party and of any available evidence thereof. * CONFIDENTIAL TREATMENT REQUESTEDLicensed Patents; 7.2 During the term of this Agreement, LICENSEE shall have the right, but shall not be obligated, to prosecute at its own expense any such infringements of the PATENT RIGHTS and, in furtherance of such right, M.I.T. hereby agrees that LICENSEE may join M.I.T. as a party plaintiff in (b) In any such suit, without expense to M.I.T. The total cost enjoin infringement and to collect for CONTROL DEVICES' benefit all damages, profits, and awards of whatever nature recoverable for such infringement; and (c) To settle any claim or suit for infringement of the Licensed Patents. Notwithstanding any other provision of this License Agreement, in any such suit CONTROL DEVICES is entitled to recover CONTROL DEVICES' expenses before HEGYI is entitled to any ▇▇▇▇lty payments. HEGYI shall be entitled ▇▇ ▇▇yalty payments for such infringement but such payments shall be limited to twenty-five percent (25%) of any excess of CONTROL DEVICES' recoveries over CONTROL DEVICES' expenses. Section 8.2 In the event HEGYI shall bring to the ▇▇▇▇ntion of CONTROL DEVICES any unlicensed infringement of the Licensed Patents and shall furnish CONTROL DEVICES with a written opinion by a registered patent attorney that such infringement action commenced or defended solely exists, and CONTROL DEVICES shall not, within three (3) months: (a) secure cessation of the infringement; or (b) enter suit against the infringer; or (c) provide evidence of the pendency of a bona fide negotiation for the acceptance by LICENSEE the infringer of a sublicense under the Licensed Patents; then HEGYI shall be borne thereafter h▇▇▇ ▇he right, at his sole option, to terminate the exclusive license granted herein by LICENSEE, LICENSEE may, for notifying CONTROL DEVICES of such purposes, use the name of M.I.T. as party plaintifftermination in writing; provided, however, that such right CONTROL DEVICES shall not be obligated to bring an infringement action enter suit against more than one infringer at a time. Upon termination of CONTROL DEVICES' exclusive license, CONTROL DEVICES shall remain retain a license on the same terms as set forth in effect only for so long as this License Agreement except that (1) the license granted herein remains exclusive. No settlementshall be non-exclusive and HEGYI shall have the rig▇▇ ▇▇ license third parties under the Licensed Patents, consent judgement or other voluntary final disposition (2) CONTROL DEVICES' license shall be limited to making and selling Royalty Products for customers to whom CONTROL DEVICES is contractually obligated to sell Royalty Products as of the suit may be entered into without the consent date of M.I.T. which consent termination or to whom CONTROL DEVICES has previously Sold commercial quantities of Royalty Products, and (3) CONTROL DEVICES shall not unreasonably thereafter be withheldable to grant any further sublicenses. LICENSEE shall indemnify M.I.T. against any order Upon such termination, HEGYI may at his option ▇▇▇▇ suit for costs that may be made against M.I.T. in proceedings commenced the infringement, and defended solely by LICENSEE. 7.3 In the event that LICENSEE shall undertake the enforcement and/or defense of the PATENT RIGHTS by litigation, LICENSEE may withhold up to * of the royalties otherwise thereafter due M.I.T. hereunder and apply the same toward reimbursement of up to * of LICENSEE's expenses, including reasonable attorneys' fees, in connection therewith. Any recovery of damages by LICENSEE for any such suit shall be applied first HEGYI's own expense, and ▇▇▇▇▇ shall collect for ▇▇▇ ▇enefit all damages, profits, and awards of whatever nature which are recoverable for such infringement. Provided that CONTROL DEVICES has no legitimate reason to refrain from cooperation, CONTROL DEVICES agrees to cooperate with HEGYI in satisfaction such suit by (1) ▇▇▇igning to HEGYI CONTROL DEVICES' d▇▇▇▇▇ claim for past damages incurred up to the time of termination, (2) providing HEGYI with information a▇▇ ▇▇cuments reasonably needed by HEGYI to prosecute such ▇▇▇▇▇it, and (3) making CONTROL DEVICES employees reasonably available to HEGYI as witnesses (or o▇▇▇▇ similar uses) up to a maximum of fifteen (15) workdays. CONTROL DEVICES shall participate in any unreimbursed expenses and settlement, verdict, or finding in favor of HEGYI as follows: (▇) ▇ctual costs other than legal fees of LICENSEE relating incurred by HEGYI and CONTROL DEVICE▇ ▇▇▇ll be returned to both parties in full, or prorated equally if costs cannot be reimbursed in full, then (2) the suit, and next toward reimbursement of M.I.T. for any royalties past due or withheld and applied pursuant to this Article VII. The balance remaining from any such recovery attributable to damages for lost sales remainder shall be divided according in proportion to the royalty percentages set forth in Section 4.1; any remaining balance time spent by each party, except that HEGYI's time shall be paid mu▇▇▇▇▇▇▇d by two (2) to LICENSEE. * CONFIDENTIAL TREATMENT REQUESTED 7.4 If within six (6) months after having been notified of any alleged infringement, LICENSEE shall have been unsuccessful in persuading reflect the alleged infringer to desist and shall not have brought and shall not be diligently prosecuting an infringement action, or if LICENSEE shall notify M.I.T. at any time prior thereto of its intention not to bring suit against any alleged infringer, then, and in those events only, M.I.T. shall have the right, but shall not be obligated, to prosecute at its own expense any infringement of the PATENT RIGHTS, and, in furtherance of such right, LICENSEE hereby agrees that M.I.T. may include LICENSEE as a party plaintiff in any such suit, without expense to LICENSEE. The total higher cost of any such infringement action commenced or defended solely by M.I.T. shall be borne by M.I.T.,for his time.

Infringement. 7.1 LICENSEE 9.1 Each party shall inform M.I.T. the other promptly in writing of any alleged infringement of the PATENT RIGHTS Patent Rights by a third party of which it becomes aware and of any available evidence thereof. * CONFIDENTIAL TREATMENT REQUESTED. 7.2 During the term of this Agreement9.2 Licensee, LICENSEE shall have the right, but shall not be obligated, to prosecute at its own expense any such infringements of the PATENT RIGHTS andexpense, in furtherance of such right, M.I.T. hereby agrees that LICENSEE may join M.I.T. as a party plaintiff in any such suit, without expense will have first right to M.I.T. The total cost of any such enforce Patent Rights against infringement action commenced or defended solely by LICENSEE shall be borne by LICENSEE, LICENSEE third parties. Licensee may, for such purposes, use the name of M.I.T. Northwestern as party plaintiff; provided, however, that such right to bring an such infringement action shall remain in effect only for so long as the license granted herein remains exclusive. No settlement, consent judgement judgment or other voluntary final disposition of the suit may be entered into without the consent of M.I.T. Northwestern, which consent shall not be unreasonably be withheld, delayed or conditioned. LICENSEE Licensee shall indemnify M.I.T. Northwestern against any order for costs that may be made against M.I.T. Northwestern in proceedings commenced and defended solely by LICENSEEsuch proceedings. 7.3 In the event that LICENSEE 9.3 If Licensee recovers any damages or other sums in such action, suit or proceeding, or in settlement thereof, such damages or other sums recovered shall undertake the enforcement and/or defense of the PATENT RIGHTS first be applied to all out-of-pocket costs and expenses incurred by litigation, LICENSEE may withhold up to * of the royalties otherwise thereafter due M.I.T. hereunder Licensee and apply the same toward reimbursement of up to * of LICENSEE's expenses, including reasonable attorneys' fees, by Northwestern in connection therewith, including, with limitation, attorneys fees. Any recovery If after such reimbursement any funds shall remain from such damages or other sums recovered, such funds shall be retained by Licensee; provided, however, that Northwestern shall receive out of damages by LICENSEE for any such suit remaining recovery received by Licensee an amount as follows: (i) as to ordinary damages, Northwestern shall be applied first in satisfaction of any unreimbursed expenses and legal fees of LICENSEE relating receive payment equivalent to payments that would have been due to Northwestern as royalties under Exhibit C, Section 4 had the infringing sales that Catalyst lost to the suitinfringer been made by Catalyst, and next toward reimbursement of M.I.T. for any royalties past due (ii) as to special or withheld and applied pursuant punitive damages, Northwestern shall receive payment equivalent to this Article VII. The balance remaining from any such recovery attributable to damages for lost sales shall be divided according to the royalty percentages set forth in Section 4.1; any remaining balance shall be paid to LICENSEE. * CONFIDENTIAL TREATMENT REQUESTED 7.4 If within six (6) months after having been notified of any alleged infringement, LICENSEE shall payments that would have been unsuccessful in persuading the alleged infringer due to desist and shall Northwestern as Sublicensing Revenue Share as specified under Exhibit C, Section 5. 9.4 If Licensee does not have brought and shall not be diligently prosecuting an infringement action, or if LICENSEE shall notify M.I.T. at any time prior thereto of its intention not to bring file suit against any alleged infringeran infringer of Patent Rights within 6 months of knowledge thereof, thenduring the term of this Agreement, and in those events only, M.I.T. Northwestern shall have the right, but shall not be obligated, to prosecute at its own expense any infringement all infringements of the PATENT RIGHTS, Patent Rights and, in furtherance of such right, LICENSEE Licensee hereby agrees that M.I.T. Northwestern may include LICENSEE Licensee as a party plaintiff in any such suit, without expense to LICENSEELicensee. The total cost of any such infringement action commenced or defended solely by M.I.T. Northwestern shall be borne by M.I.T.,Northwestern and Northwestern shall keep any recovery or damages for past infringement derived therefrom. 9.5 In the event that a declaratory judgment action alleging invalidity or noninfringement of any of the Patent Rights shall be brought against Licensee, Northwestern, at its option, shall have the right, within thirty (30) days after it receives notice of the commencement of such action, to intervene and take over the sole defense of the action at its own expense. 9.6 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 and expense of the Party initiating such suit, cooperate with all reasonable requests of the other Party, including, to the extent reasonably possible, having its employees testify when requested and making available relevant records, papers, information, samples, specimens, and the like. 9.7 Licensee, during the term of this Agreement, shall have the sole right in accordance with the terms and conditions herein to sublicense any alleged infringer for future use of the Patent Rights. Any consideration received as part of such a sublicense shall be treated as Sublicensing Revenue pursuant to Exhibit C, Section 5.