Common use of Infringement Clause in Contracts

Infringement. Each Party shall promptly provide written notice to the other Party during the Agreement Term of any (i) known infringement or suspected infringement by a Third Party of any FMI Background Patent Rights, FMI Foreground Patent Rights, Roche Background Patent Rights, Roche Foreground Patent Rights or Joint Patent Rights, or (ii) known or suspected unauthorized use or misappropriation by a Third Party of any FMI Background Know-How, FMI Know-How, Roche Background Know-How, Roche Know-How or Joint Know-How, and shall provide the other Party with all evidence in its possession supporting such infringement or unauthorized use or misappropriation. Within […***…] after a Party provides or receives such written notice (“Decision Period”), the Party Handling enforcement of such Patent Right as set forth in this Section 2.7, in its sole discretion, shall decide whether or not to initiate such suit or action in the Territory and shall notify the other Party in writing of its decision in writing (“Suit Notice”). For any FMI Background Patent Right or sole FMI Patent Right, FMI in its sole discretion shall decide whether or not to initiate such suit or action in the Territory. FMI shall have full discretion as to how it wishes to handle such suit and may reach Settlement under any terms and conditions it desires and retain all damages, settlement fees or other consideration received in connection therewith. Only if a Settlement could adversely affect Roche shall the written consent of Roche be required, which consent shall not be unreasonably withheld. The term “adversely affect” in the previous sentence shall include, among other things, […***…]. For any sole Roche Background Patent Right or Roche Patent Right, Roche, in its sole discretion, shall decide whether or not to initiate such suit or action in the Territory. Roche shall have full discretion as to how it wishes to handle such suit and may reach Settlement under any terms and conditions it desires and retain all damages, settlement fees or other consideration received in connection therewith. Only if a Settlement could adversely affect FMI shall the written consent of FMI be required, which consent shall not be unreasonably withheld. If for a Joint Patent Right, Roche decides to bring a suit or take action, once Roche provides Suit Notice, Roche may immediately commence such suit or take such action. In the event that Roche (i) does not in writing advise FMI within the Decision Period that Roche will commence suit or take action, or (ii) fails to commence suit or take action within a reasonable time after providing Suit Notice, FMI shall thereafter have the right to commence suit or take action in the Territory and shall provide written notice Roche of any such suit commenced or action taken by FMI. Upon written request, the Party bringing suit or taking action (“Initiating Party”) shall keep the other Party informed of the status of any such suit or action and shall provide the other Party with copies, to the extent the Initiating Party is lawfully permitted to do so, of all material documents or communications filed in such suit or action. The Initiating Party shall have the sole and exclusive right to select counsel for any such suit or action. The Initiating Party shall, except as provided below, pay all expenses of the suit or action, including the Initiating Party’s attorneys’ fees and court costs. Any damages, settlement fees or other consideration received as a result of such suit or action shall be allocated as follows: (a) First, to reimburse the Initiating Party for its costs and, if any remains, to the other Party for any advisory counsel fees and costs; and (b) Second, the balance, if any, shall be allocated […***…]. 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 reasonable out-of-pocket expenses incurred by the other Party in rendering such assistance. The other Party shall have the right to participate and be represented in any such suit or action 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 achieved without adversely affecting the other Party (including any of its Patent Rights). If a Settlement could adversely affect the other Party, then the written consent of the other Party would be required, which consent shall not be unreasonably withheld.

Infringement. Each Party 9.1 If any third party claims patent infringement against Licensee, as result of Licensee’s use of the Patent Rights, then Licensee shall promptly provide written notice notify University thereof in writing, setting forth the facts of such claim in reasonable detail. As between the parties to this Agreement, Licensee shall have the other Party during first and primary right and responsibility at its own expense to defend and control the Agreement Term defense of any such claim against Licensee, by counsel of its own choice. Licensee shall be free to enter into a settlement, consent judgment, or other voluntary disposition of any such claim, provided that any settlement, consent judgment or other voluntary disposition of any such claim which (i) known infringement materially limits the scope, validity, or suspected infringement by a Third Party enforceability of any FMI Background Patent Rights, FMI Foreground Patent Rights, Roche Background Patent Rights, Roche Foreground patents included in the Patent Rights or Joint Patent Rights, or (ii) known admits fault or suspected unauthorized use wrongdoing on the part of University must be approved by University, such approval not being unreasonably withheld. Licensee’s request for such approval shall include complete copies of final settlement documents, a detailed summary of such settlement, and any other information material to such settlement. University shall provide Licensee notice of its approval or misappropriation denial within fifteen (15) business days of any request for such approval by Licensee, provided that (i) in the event University wishes to deny such approval, such notice shall include a detailed written description of University’ reasonable objections to the proposed settlement, consent judgment, or other voluntary disposition and (ii) University shall be deemed to have approved of such proposed settlement, consent judgment, or other voluntary disposition in the event it fails to provide such notice within such fifteen (15) day period in accordance herewith. Any amounts paid to any third party as damages or other compensation with respect to infringement of a third parties rights shall be treated as third party royalties that Licensee shall be entitled to deduct from royalties due University in accordance with Section 3.7. Subject to the policies of the Board of Governors of the University of North Carolina and the laws of the State of North Carolina, University agrees to cooperate with Licensee in any reasonable manner deemed by Licensee to be necessary in defending any such action. Licensee shall reimburse University for any reasonable, documented out of pocket expenses incurred in providing such assistance. 9.2 In the event that any Patent Rights licensed to Licensee are infringed by a Third Party third party, Licensee shall have the exclusive first and primary right, but not the obligation, to institute, prosecute and control any action or proceeding with respect to such infringement, by counsel of its choice, including any FMI Background Know-Howdeclaratory judgment action arising from such infringement. Licensee shall be free to enter into a settlement, FMI Know-Howconsent judgment, Roche Background Know-Howor other voluntary disposition with respect to any such action, Roche Know-How provided that any settlement, consent judgment or Joint Know-Howother voluntary disposition thereof which (i) materially limits the scope, and shall provide validity, or enforceability of patents included in the other Party with all evidence in its possession supporting Patent Rights or (ii) admits fault or wrongdoing on the part of University must be approved by University, such infringement or unauthorized use or misappropriation. Within […***…] after a Party provides or receives such written notice (“Decision Period”), the Party Handling enforcement of such Patent Right as set forth in this Section 2.7, in its sole discretion, shall decide whether or approval not to initiate such suit or action in the Territory and shall notify the other Party in writing of its decision in writing (“Suit Notice”). For any FMI Background Patent Right or sole FMI Patent Right, FMI in its sole discretion shall decide whether or not to initiate such suit or action in the Territory. FMI shall have full discretion as to how it wishes to handle such suit and may reach Settlement under any terms and conditions it desires and retain all damages, settlement fees or other consideration received in connection therewith. Only if a Settlement could adversely affect Roche shall the written consent of Roche be required, which consent shall not be unreasonably withheld. The term “adversely affect” in the previous sentence Licensee’s request for such approval shall includeinclude complete copies of final settlement documents, among a detailed summary of such settlement, and any other thingsinformation material to such settlement. University shall provide Licensee notice of its approval or denial within fifteen (15) business days of any request for such approval by Licensee, […***…]. For any sole Roche Background Patent Right or Roche Patent Right, Roche, in its sole discretion, shall decide whether or not to initiate such suit or action in the Territory. Roche shall have full discretion as to how it wishes to handle such suit and may reach Settlement under any terms and conditions it desires and retain all damages, settlement fees or other consideration received in connection therewith. Only if a Settlement could adversely affect FMI shall the written consent of FMI be required, which consent shall not be unreasonably withheld. If for a Joint Patent Right, Roche decides to bring a suit or take action, once Roche provides Suit Notice, Roche may immediately commence such suit or take such action. In the event provided that Roche (i) does in the event University wishes to deny such approval, such notice shall include a detailed written description of University’ reasonable objections to the proposed settlement, consent judgment, or other voluntary disposition and (ii) University shall be deemed to have approved of such proposed settlement, consent judgment, or other voluntary disposition in the event it fails to provide such notice within such fifteen (15) day period in accordance herewith. If Licensee recovers monetary damages in the form of lost profits from a third party infringer as a remedy for the infringement of Patent Rights licensed hereunder, then Licensee shall first apply such recovery to the costs and expenses incurred in obtaining or negotiating for such recovery (including attorneys’ fees), and pay to University the royalties on the remaining portion of such lost profits at the rate specified in Section 3.6(i). If Licensee recovers monetary damages in the form of a reasonable royalty as a remedy for the infringement of Patent Rights, then, after applying such royalty to the recovery of the costs and expenses incurred in obtaining or negotiating for such royalty (including attorneys’ fees), the remaining amount of any such royalty shall be treated as Sublicensing Royalty Revenue in accordance with Section 3.6.2. 9.3 If Licensee elects not to enforce any patent within the Patent Rights, then Licensee shall notify University in writing advise FMI within six (6) months of receiving notice that an infringement exists. University may, at its own expense and control, following the Decision Period that Roche will commence suit or take action, earlier of (i) such notice from Licensee or (ii) fails the expiration of such six (6) month period without Licensee electing to commence suit take any action with respect to such alleged or actual infringement, take steps to defend or enforce any patent within the Patent Rights and recover, for its own account, any damages, awards or settlements resulting therefrom. 9.4 Notwithstanding the foregoing, and in University’s sole discretion, University shall be entitled to participate through counsel of its own choosing in any legal action within a reasonable time after providing Suit Notice, FMI shall thereafter have involving the right to commence suit or take action Invention and Patent Rights. Nothing in the Territory and foregoing Sections shall provide written notice Roche of be construed in any such suit commenced or action taken by FMI. Upon written request, way which would limit the Party bringing suit or taking action (“Initiating Party”) shall keep the other Party informed authority of the status Attorney General of any such suit or action and shall provide the other Party with copies, to the extent the Initiating Party is lawfully permitted to do so, of all material documents or communications filed in such suit or action. The Initiating Party shall have the sole and exclusive right to select counsel for any such suit or action. The Initiating Party shall, except as provided below, pay all expenses of the suit or action, including the Initiating Party’s attorneys’ fees and court costs. Any damages, settlement fees or other consideration received as a result of such suit or action shall be allocated as follows: (a) First, to reimburse the Initiating Party for its costs and, if any remains, to the other Party for any advisory counsel fees and costs; and (b) Second, the balance, if any, shall be allocated […***…]. 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 reasonable out-of-pocket expenses incurred by the other Party in rendering such assistance. The other Party shall have the right to participate and be represented in any such suit or action 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 achieved without adversely affecting the other Party (including any of its Patent Rights). If a Settlement could adversely affect the other Party, then the written consent of the other Party would be required, which consent shall not be unreasonably withheldNorth Carolina.

Infringement. Each Party shall promptly provide written notice to the other Party during the Agreement Term of any (i) known infringement or suspected infringement by a Third Party of any FMI Background Patent Rights, FMI Foreground Patent Rights, Roche Background Patent Rights, Roche Foreground it is Handling hereunder to the extent that such Patent Rights cover a Degronimid or Joint Patent RightsProduct, or (ii) known or suspected unauthorized use or misappropriation by a Third Party of any FMI Background Know-How, FMI Know-How, Roche Background C4T Know-How, Roche Know-How or Joint Know-HowHow pertaining to a Degronimid or Product, and shall provide the other Party with all evidence in its possession supporting such infringement or unauthorized use or misappropriation. Within […***…] after a Party Roche provides or receives such written notice (“Decision Period”), the Party Handling enforcement of such Patent Right as set forth in this Section 2.7, in its sole discretion, shall decide whether or not to initiate such suit or action in the Territory and shall notify the other Party in writing of its decision in writing (“Suit Notice”). For any FMI Background Patent Right or sole FMI Patent Right, FMI in its sole discretion shall decide whether or not to initiate such suit or action in the Territory. FMI shall have full discretion as to how it wishes to handle such suit and may reach Settlement under any terms and conditions it desires and retain all damages, settlement fees or other consideration received in connection therewith. Only if a Settlement could adversely affect Roche shall the written consent of Roche be required, which consent shall not be unreasonably withheld. The term “adversely affect” in the previous sentence shall include, among other things, […***…]. For any sole Roche Background Patent Right or Roche Patent Right, Roche, in its sole discretion, shall decide whether or not to initiate such a suit or action in the Territory. Roche Territory regarding such infringement or unauthorized use or misappropriation and shall have full discretion as to how it wishes to handle such suit and may reach Settlement under any terms and conditions it desires and retain all damages, settlement fees or other consideration received notify C4T in connection therewith. Only if a Settlement could adversely affect FMI shall the written consent writing of FMI be required, which consent shall not be unreasonably withheldits decision in writing (“Suit Notice”). If for a Joint Patent Right, Roche decides to bring a suit or take action, once Roche provides Suit Notice, Roche may immediately commence such suit or take such action. In the event that Roche (i) does not in writing advise FMI within the Decision Period that Roche will commence suit or take action, or (ii) fails to commence suit or take action within a reasonable time after providing Suit Notice, FMI shall thereafter have the right to commence suit or take action in the Territory and shall provide written notice Roche of any such suit commenced or action taken by FMI. Upon written request, the Party bringing suit or taking action (“Initiating Party”) shall keep the other Party C4T informed of the status of any such suit or action and shall provide the other Party C4T with copies, to the extent the Initiating Party Roche is lawfully permitted to do so, of all material substantive documents or communications filed in such suit or action. The Initiating Party Roche shall have the sole and exclusive right to select counsel for any such suit or action. The Initiating Party Roche shall, except as provided below, pay all expenses of the suit or action, including the Initiating PartyRoche’s attorneys’ fees and court costs. Any damages, settlement fees or other consideration received as a result of such suit or action shall be allocated as follows: (a) First, to reimburse the Initiating Party Roche for its costs and, if any remains, to the other Party C4T for any advisory counsel fees and costs; and (b) Second, the balance, if any, shall be allocated […***…]. ] to Roche, and [***] to C4T. If the Initiating Party Roche believes it is reasonably necessary or desirable to obtain an effective remedy, upon written request the other Party C4T 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 PartyRoche’s written request, the other Party C4T shall offer reasonable assistance to the Initiating Party Roche in connection therewith at no charge to the Initiating Party Roche except for reimbursement of reasonable out-of-pocket expenses incurred by the other Party C4T in rendering such assistance. The other Party C4T shall have the right to participate and be represented in any such suit or action by its own counsel at its own expense. The Initiating Party Roche may settle, consent judgment or otherwise voluntarily dispose of the suit or action (“Settlement”) without the written consent of the other Party C4T but only if such Settlement can be achieved without adversely affecting the other Party C4T (including any of its Patent RightsRights and including by resulting in a reduction in royalties or milestones payable hereunder). If a Settlement could adversely affect the other PartyaffectC4T, then the written consent of the other Party C4T would be required, which consent shall not be unreasonably withheld. In the event that Roche (i) does not in writing advise C4T within the Decision Period that Roche will commence suit or take action, or (ii) fails to commence suit or take action within a reasonable time after providing Suit Notice, Roche shall assign such Patent Right to C4T and C4T shall thereafter have the right to commence suit or take action in the Territory with respect to such infringement or suspected infringement. In such situation and, notwithstanding anything in this Agreement to the contrary, C4T 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. If C4T believes it is reasonably necessary or desirable to obtain an effective remedy, upon written request, Roche 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. For any Roche Patent Right that Covers a Roche Compound, Roche, in its sole discretion, shall decide whether or not to initiate such suit or action in the Territory. Roche shall have full discretion as to how it wishes to handle such suit and may reach Settlement and retain all damages, settlement fees or other consideration under any terms and conditions it desires. However, if a Settlement could adversely affect C4T by resulting in a reduction in royalties or milestones payable hereunder or adversely affect a C4T Patent Right or Collaboration Patent Right, then the written consent of C4T shall be required, for such settlement.

Infringement. Each Party Novirio shall promptly provide written notice to the other Party during the Agreement Term inform TherapX and Xx. Xxxxxxxx and TherapX and Xx. Xxxxxxxx will promptly notify Novirio of any (i) known infringement or suspected infringement by a Third Party of any FMI Background Patent RightsLicensed Patents. During the term of this Agreement, FMI Foreground Patent Rights, Roche Background Patent Rights, Roche Foreground Patent Rights or Joint Patent Rights, or (ii) known or suspected unauthorized use or misappropriation by a Third Party of any FMI Background Know-How, FMI Know-How, Roche Background Know-How, Roche Know-How or Joint Know-How, TherapX and Xx. Xxxxxxxx and Novirio shall provide the other Party with all evidence in its possession supporting such infringement or unauthorized use or misappropriation. Within […***…] after a Party provides or receives such written notice (“Decision Period”), the Party Handling enforcement of such Patent Right as set forth in this Section 2.7, in its sole discretion, shall decide whether or not to initiate such suit or action in the Territory and shall notify the other Party in writing of its decision in writing (“Suit Notice”). For any FMI Background Patent Right or sole FMI Patent Right, FMI in its sole discretion shall decide whether or not to initiate such suit or action in the Territory. FMI shall have full discretion as to how it wishes to handle such suit and may reach Settlement under any terms and conditions it desires and retain all damages, settlement fees or other consideration received in connection therewith. Only if a Settlement could adversely affect Roche shall the written consent of Roche be required, which consent shall not be unreasonably withheld. The term “adversely affect” in the previous sentence shall include, among other things, […***…]. For any sole Roche Background Patent Right or Roche Patent Right, Roche, in its sole discretion, shall decide whether or not to initiate such suit or action in the Territory. Roche shall have full discretion as to how it wishes to handle such suit and may reach Settlement under any terms and conditions it desires and retain all damages, settlement fees or other consideration received in connection therewith. Only if a Settlement could adversely affect FMI shall the written consent of FMI be required, which consent shall not be unreasonably withheld. If for a Joint Patent Right, Roche decides to bring a suit or take action, once Roche provides Suit Notice, Roche may immediately commence such suit or take such action. In the event that Roche (i) does not in writing advise FMI within the Decision Period that Roche will commence suit or take action, or (ii) fails to commence suit or take action within a reasonable time after providing Suit Notice, FMI shall thereafter have the right to commence suit or take institute an action in the Territory and shall provide written notice Roche of any such suit commenced or action taken by FMI. Upon written request, the Party bringing suit or taking action (“Initiating Party”) shall keep the other Party informed for infringement of the status of any Licensed Patents against such suit or action and shall provide third party in accordance with the other Party with copies, to the extent the Initiating Party is lawfully permitted to do so, of all material documents or communications filed in such suit or action. The Initiating Party shall have the sole and exclusive right to select counsel for any such suit or action. The Initiating Party shall, except as provided below, pay all expenses of the suit or action, including the Initiating Party’s attorneys’ fees and court costs. Any damages, settlement fees or other consideration received as a result of such suit or action shall be allocated as followsfollowing: (a) FirstIf UAB, TherapX and Xx. Xxxxxxxx and Novirio, agree to reimburse the Initiating Party for its costs and, if any remains, to the other Party for any advisory counsel fees and costs; and (b) Secondinstitute suit jointly, the balance, if any, suit shall be allocated […***…]. If brought in all their names and 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 reasonable out-of-pocket expenses incurred costs thereof shall be borne equally. Any recovery or settlement received by TherapX and Xx. Xxxxxxxx and/or Novirio for punitive or exemplary damages shall be shared equally, and any other recovery or settlement received, including compensatory damages or damages based on a loss of revenues, shall be paid to Novirio, and Novirio shall pay to TherapX and Xx. Xxxxxxxx an amount representing the royalty which would have been paid by Novirio on such amount in accordance with the provisions of Article 3 had such amount been accrued by Novirio as Sales. The parties shall agree upon the manner in which they shall exercise control over such action and may, if they so desire, also be represented by separate counsel of their own such action and may, if they so desire, also be represented by separate counsel of their own selection. The fees of which counsel shall be paid by the other Party respective parties so represented; (b) In the absence of agreement to institute a suit jointly, UAB may, as provided in rendering such assistance. The other Party shall have the right to participate and be represented in any such suit or action by its own counsel Primary License, institute suit, and, at its own expenseoption, name TherapX and Xx. The Initiating Party Xxxxxxxx as plaintiffs. UAB shall bear the entire cost of such litigation and shall be entitled to retain the entire amount of any recovery or settlement; and (c) In the absence of agreement to institute a suit jointly and if UAB notify TherapX and Xx. Xxxxxxxx that it has decided not to join in or institute a suit, as provided in (a) or (b) above, TherapX and Xx. Xxxxxxxx may settleinstitute suit and, consent judgment at its option, name the Primary Licensor and/or Novirio as plaintiff. TherapX and Xx. Xxxxxxxx shall bear the entire cost of such litigation, including defending any counterclaims brought against UAB or otherwise voluntarily dispose Novirio and paying any judgments rendered against UAB or Novirio, and TherapX and Xx. Xxxxxxxx shall be entitled to retain the entire amount of any recovery or settlement. (d) In the absence of agreement to institute suit jointly and if UAB and TherapX and Xx. Xxxxxxxx have decided not to join in or action institute a suit, as provided in (“Settlement”a) without - (c) above, Novirio may institute suit and at its option name UAB and/or TherapX and Xx. Xxxxxxxx as plaintiffs. Novirio shall bear the written consent enter cost of such litigation, including defending any considerations brought against UAB or TherapX and Xx. Xxxxxxxx and paying any judgments rendered against UAB or TherapX and Xx. Xxxxxxxx, and Novirio shall be entitled to retain the other Party but only if such Settlement can be achieved without adversely affecting the other Party (including entire amount of any of its Patent Rights). If a Settlement could adversely affect the other Party, then the written consent of the other Party would be required, which consent shall not be unreasonably withheldrecovery or settlement.

Infringement. Each Party 9.1 If any third party claims patent infringement against Licensee, as a result of Licensee’s use of the Patent Rights, then Licensee shall promptly provide written notice notify University thereof in writing, setting forth the facts of such claim in reasonable detail. As between the parties to this Agreement, Licensee shall have the other Party during first and primary right and responsibility at its own expense to defend and control the Agreement Term defense of any such claim against Licensee, by counsel of its own choice. Licensee shall be free to enter into a settlement, consent judgment, or other voluntary disposition of any such claim, provided that any settlement, consent judgment or other voluntary disposition of any such claim that (i) known infringement materially limits the scope, validity, or suspected infringement by a Third Party enforceability of any FMI Background Patent Rights, FMI Foreground Patent Rights, Roche Background Patent Rights, Roche Foreground patents included in the Patent Rights or Joint Patent Rights, or (ii) known admits fault or suspected unauthorized use wrongdoing on the part of University must be approved by University, such approval not being unreasonably withheld. Licensee’s request for such approval shall include complete copies of final settlement documents, a detailed summary of such settlement, and any other information material to such settlement. University shall provide Licensee notice of its approval or misappropriation denial within fifteen (15) business days of any request for such approval by Licensee, provided that (i) in the event University wishes to deny such approval, such notice shall include a detailed written description of University’s reasonable objections to the proposed settlement, consent judgment, or other voluntary disposition and (ii) University shall be deemed to have approved of such proposed settlement, consent judgment, or other voluntary disposition in the event it fails to provide such notice within such fifteen (15) day period in accordance herewith. Any amounts paid to any third party as damages or other compensation with respect to infringement of a third parties rights shall be treated as third party royalties that Licensee shall be entitled to deduct from royalties due University in accordance with Section 3.7. Subject to the policies of the Board of Governors of the University of North Carolina, University agrees to cooperate with Licensee in any reasonable manner deemed by Licensee to be necessary in defending any such action. Licensee shall reimburse University for any reasonable, documented out of pocket expenses incurred in providing such assistance. 9.2 In the event that any Patent Rights licensed to Licensee are infringed by a Third Party third party, Licensee shall have the exclusive first and primary right, but not the obligation, to institute, prosecute and control any action or proceeding with respect to such infringement, by counsel of its choice, including any FMI Background Know-Howdeclaratory judgment action arising from such infringement. Licensee shall be free to enter into a settlement, FMI Know-Howconsent judgment, Roche Background Know-Howor other voluntary disposition with respect to any such action, Roche Know-How provided that any settlement, consent judgment or Joint Know-Howother voluntary disposition thereof which (i) materially limits the scope, and shall provide validity, or enforceability of patents included in the other Party with all evidence in its possession supporting Patent Rights or (ii) admits fault or wrongdoing on the part of University must be approved by University, such infringement or unauthorized use or misappropriation. Within […***…] after a Party provides or receives such written notice (“Decision Period”), the Party Handling enforcement of such Patent Right as set forth in this Section 2.7, in its sole discretion, shall decide whether or approval not to initiate such suit or action in the Territory and shall notify the other Party in writing of its decision in writing (“Suit Notice”). For any FMI Background Patent Right or sole FMI Patent Right, FMI in its sole discretion shall decide whether or not to initiate such suit or action in the Territory. FMI shall have full discretion as to how it wishes to handle such suit and may reach Settlement under any terms and conditions it desires and retain all damages, settlement fees or other consideration received in connection therewith. Only if a Settlement could adversely affect Roche shall the written consent of Roche be required, which consent shall not be unreasonably withheld. The term “adversely affect” in the previous sentence Licensee’s request for such approval shall includeinclude complete copies of final settlement documents, among a detailed summary of such settlement, and any other thingsinformation material to such settlement. University shall provide Licensee notice of its approval or denial within fifteen (15) business days of any request for such approval by Licensee, […***…]. For any sole Roche Background Patent Right or Roche Patent Right, Roche, in its sole discretion, shall decide whether or not to initiate such suit or action in the Territory. Roche shall have full discretion as to how it wishes to handle such suit and may reach Settlement under any terms and conditions it desires and retain all damages, settlement fees or other consideration received in connection therewith. Only if a Settlement could adversely affect FMI shall the written consent of FMI be required, which consent shall not be unreasonably withheld. If for a Joint Patent Right, Roche decides to bring a suit or take action, once Roche provides Suit Notice, Roche may immediately commence such suit or take such action. In the event provided that Roche (i) does in the event University wishes to deny such approval, such notice shall include a detailed written description of University’s reasonable objections to the proposed settlement, consent judgment, or other voluntary disposition and (ii) University shall be deemed to have approved of such proposed settlement, consent judgment, or other voluntary disposition in the event it fails to provide such notice within such fifteen (15) day period in accordance herewith. If Licensee recovers monetary damages in the form of lost profits from a third party infringer as a remedy for the infringement of Patent Rights licensed hereunder, then Licensee shall first apply such recovery to the costs and expenses incurred in obtaining or negotiating for such recovery (including attorneys’ fees), and pay to University the royalties on the remaining portion of such lost profits at the rate specified in Section 3.6(i). If Licensee recovers monetary damages in the form of a reasonable royalty as a remedy for the infringement of Patent Rights, then, after applying such royalty to the recovery of the costs and expenses incurred in obtaining or negotiating for such royalty (including attorneys’ fees), the remaining amount of any such royalty shall be treated as Sublicensing Royalty Revenue in accordance with Section 3.6(ii). 9.3 If Licensee elects not to enforce any patent within the Patent Rights, then Licensee shall notify University in writing advise FMI within six (6) months of receiving notice that an infringement exists. University may, at its own expense and control, following the Decision Period that Roche will commence suit or take action, earlier of (i) such notice from Licensee or (ii) fails the expiration of such six (6) month period without Licensee electing to commence suit take any action with respect to such alleged or actual infringement, take steps to defend or enforce any patent within the Patent Rights and recover, for its own account, any damages, awards or settlements resulting therefrom. 9.4 Notwithstanding the foregoing, and in University’s sole discretion, University shall be entitled to participate through counsel of its own choosing in any legal action within a reasonable time after providing Suit Notice, FMI shall thereafter have involving the right to commence suit or take action Invention and Patent Rights. Nothing in the Territory and foregoing Sections shall provide written notice Roche of be construed in any such suit commenced or action taken by FMI. Upon written request, way which would limit the Party bringing suit or taking action (“Initiating Party”) shall keep the other Party informed authority of the status Attorney General of any such suit or action and shall provide the other Party with copies, to the extent the Initiating Party is lawfully permitted to do so, of all material documents or communications filed in such suit or action. The Initiating Party shall have the sole and exclusive right to select counsel for any such suit or action. The Initiating Party shall, except as provided below, pay all expenses of the suit or action, including the Initiating Party’s attorneys’ fees and court costs. Any damages, settlement fees or other consideration received as a result of such suit or action shall be allocated as follows: (a) First, to reimburse the Initiating Party for its costs and, if any remains, to the other Party for any advisory counsel fees and costs; and (b) Second, the balance, if any, shall be allocated […***…]. 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 reasonable out-of-pocket expenses incurred by the other Party in rendering such assistance. The other Party shall have the right to participate and be represented in any such suit or action 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 achieved without adversely affecting the other Party (including any of its Patent Rights). If a Settlement could adversely affect the other Party, then the written consent of the other Party would be required, which consent shall not be unreasonably withheldNorth Carolina.

Infringement. Each Party 9.1 If any third party claims patent infringement against Licensee, as a result of Licensee’s use of the Patent Rights, then Licensee shall promptly provide written notice notify University thereof in writing, setting forth the facts of such claim in reasonable detail. As between the parties to this Agreement, Licensee shall have the other Party during first and primary right and responsibility at its own expense to defend and control the Agreement Term defense of any such claim against Licensee, by counsel of its own choice. Licensee shall be free to enter into a settlement, consent judgment, or other voluntary disposition of any such claim, provided that any settlement, consent judgment or other voluntary disposition of any such claim that (i) known infringement materially limits the scope, validity, or suspected infringement by a Third Party enforceability of any FMI Background Patent Rights, FMI Foreground Patent Rights, Roche Background Patent Rights, Roche Foreground patents included in the Patent Rights or Joint Patent Rights, or (ii) known admits fault or suspected unauthorized use wrongdoing on the part of University must be approved by University, such approval not being unreasonably withheld. Licensee’s request for such approval shall include complete copies of final settlement documents, a detailed summary of such settlement, and any other information material to such settlement. University shall provide Licensee notice of its approval or misappropriation denial within fifteen (15) business days of any request for such approval by Licensee, provided that (i) in the event University wishes to deny such approval, such notice shall include a detailed written description of University’s reasonable objections to the proposed settlement, consent judgment, or other voluntary disposition and (ii) University shall be deemed to have approved of such proposed settlement, consent judgment, or other voluntary disposition in the event it fails to provide such notice within such fifteen (15) day period in accordance herewith. Any amounts paid to any third party as damages or other compensation with respect to infringement of a third parties rights shall be treated as third party royalties that Licensee shall be entitled to deduct from royalties due University in accordance with Section 3.10. Subject to the policies of the Board of Governors of the University of North Carolina, University agrees to cooperate with Licensee in any reasonable manner deemed by Licensee to be necessary in defending any such action. Licensee shall reimburse University for any reasonable, documented out of pocket expenses incurred in providing such assistance. 9.2 In the event that any Patent Rights licensed to Licensee are infringed by a Third Party third party, Licensee shall have the exclusive first and primary right, but not the obligation, to institute, prosecute and control any action or proceeding with respect to such infringement, by counsel of its choice, including any FMI Background Know-Howdeclaratory judgment action arising from such infringement. Licensee shall be free to enter into a settlement, FMI Know-Howconsent judgment, Roche Background Know-Howor other voluntary disposition with respect to any such action, Roche Know-How provided that any settlement, consent judgment or Joint Know-Howother voluntary disposition thereof which (i) materially limits the scope, and shall provide validity, or enforceability of patents included in the other Party with all evidence in its possession supporting Patent Rights or (ii) admits fault or wrongdoing on the part of University must be approved by University, such infringement or unauthorized use or misappropriation. Within […***…] after a Party provides or receives such written notice (“Decision Period”), the Party Handling enforcement of such Patent Right as set forth in this Section 2.7, in its sole discretion, shall decide whether or approval not to initiate such suit or action in the Territory and shall notify the other Party in writing of its decision in writing (“Suit Notice”). For any FMI Background Patent Right or sole FMI Patent Right, FMI in its sole discretion shall decide whether or not to initiate such suit or action in the Territory. FMI shall have full discretion as to how it wishes to handle such suit and may reach Settlement under any terms and conditions it desires and retain all damages, settlement fees or other consideration received in connection therewith. Only if a Settlement could adversely affect Roche shall the written consent of Roche be required, which consent shall not be unreasonably withheld. The term “adversely affect” in the previous sentence Licensee’s request for such approval shall includeinclude complete copies of final settlement documents, among a detailed summary of such settlement, and any other thingsinformation material to such settlement. University shall provide Licensee notice of its approval or denial within fifteen (15) business days of any request for such approval by Licensee, […***…]. For any sole Roche Background Patent Right or Roche Patent Right, Roche, in its sole discretion, shall decide whether or not to initiate such suit or action in the Territory. Roche shall have full discretion as to how it wishes to handle such suit and may reach Settlement under any terms and conditions it desires and retain all damages, settlement fees or other consideration received in connection therewith. Only if a Settlement could adversely affect FMI shall the written consent of FMI be required, which consent shall not be unreasonably withheld. If for a Joint Patent Right, Roche decides to bring a suit or take action, once Roche provides Suit Notice, Roche may immediately commence such suit or take such action. In the event provided that Roche (i) does in the event University wishes to deny such approval, such notice shall include a detailed written description of University’s reasonable objections to the proposed settlement, consent judgment, or other voluntary disposition and (ii) University shall be deemed to have approved of such proposed settlement, consent judgment, or other voluntary disposition in the event it fails to provide such notice within such fifteen (15) day period in accordance herewith. If Licensee recovers monetary damages in the form of lost profits from a third party infringer as a remedy for the infringement of Patent Rights licensed hereunder, then Licensee shall first apply such recovery to the costs and expenses incurred in obtaining or negotiating for such recovery (including attorneys’ fees), and pay to University the royalties on the remaining portion of such lost profits at the rate specified in Section 3.9. If Licensee recovers monetary damages in the form of a reasonable royalty as a remedy for the infringement of Patent Rights, then, after applying such royalty to the recovery of the costs and expenses incurred in obtaining or negotiating for such royalty (including attorneys’ fees), the remaining amount of any such royalty shall be treated as earned royalty in accordance with Section 3.7. 9.3 If Licensee elects not to enforce any patent within the Patent Rights, then Licensee shall notify University in writing advise FMI within six (6) months of receiving notice that an infringement exists. University may, at its own expense and control, following the Decision Period that Roche will commence suit or take action, earlier of (i) such notice from Licensee or (ii) fails the expiration of such six (6) month period without Licensee electing to commence suit take any action with respect to such alleged or actual infringement, take steps to defend or enforce any patent within the Patent Rights and recover, for its own account, any damages, awards, or settlements resulting therefrom. 9.4 Notwithstanding the foregoing, and in University’s sole discretion, University shall be entitled to participate through counsel of its own choosing in any legal action within a reasonable time after providing Suit Notice, FMI shall thereafter have involving the right to commence suit or take action Invention and Patent Rights. Nothing in the Territory and foregoing Sections shall provide written notice Roche of be construed in any such suit commenced or action taken by FMI. Upon written request, way which would limit the Party bringing suit or taking action (“Initiating Party”) shall keep the other Party informed authority of the status Attorney General of any such suit or action and shall provide the other Party with copies, to the extent the Initiating Party is lawfully permitted to do so, of all material documents or communications filed in such suit or action. The Initiating Party shall have the sole and exclusive right to select counsel for any such suit or action. The Initiating Party shall, except as provided below, pay all expenses of the suit or action, including the Initiating Party’s attorneys’ fees and court costs. Any damages, settlement fees or other consideration received as a result of such suit or action shall be allocated as follows: (a) First, to reimburse the Initiating Party for its costs and, if any remains, to the other Party for any advisory counsel fees and costs; and (b) Second, the balance, if any, shall be allocated […***…]. 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 reasonable out-of-pocket expenses incurred by the other Party in rendering such assistance. The other Party shall have the right to participate and be represented in any such suit or action 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 achieved without adversely affecting the other Party (including any of its Patent Rights). If a Settlement could adversely affect the other Party, then the written consent of the other Party would be required, which consent shall not be unreasonably withheldNorth Carolina.

Infringement. 9.1 Each Party shall promptly agrees to provide prompt written notice to the other Party during of any alleged infringement of the Agreement Patent Rights by a third party, and of any available evidence thereof, of which it becomes aware. 9.2 During the Term of any (i) known infringement or suspected infringement this Agreement, Licensee, to the extent permitted by a Third Party law, shall have the right, but shall not be obligated, to prosecute at its own expense all infringements of any FMI Background Patent Rights, FMI Foreground Patent Rights, Roche Background Patent Rights, Roche Foreground the Patent Rights or Joint Patent Rightsand, or (ii) known or suspected unauthorized use or misappropriation by in furtherance of such right, Northwestern hereby agrees that Licensee may include Northwestern as a Third Party of party plaintiff in such suit, without expense to Northwestern, provided, however, that such right to bring such infringement action shall remain in effect only for so long as the license granted herein remains exclusive. Prior to commencing any FMI Background Know-Howsuch action, FMI Know-How, Roche Background Know-How, Roche Know-How or Joint Know-How, Licensee shall consult with Northwestern and shall provide consider the other Party with all evidence in view of Northwestern regarding the advisability of the proposed action and its possession supporting such infringement or unauthorized use or misappropriationeffect on the public interest. Within […***…] after a Party provides or receives such written notice (“Decision Period”)No settlement, the Party Handling enforcement of such Patent Right as set forth in this Section 2.7, in its sole discretion, shall decide whether or not to initiate such suit or action in the Territory and shall notify the other Party in writing of its decision in writing (“Suit Notice”). For any FMI Background Patent Right or sole FMI Patent Right, FMI in its sole discretion shall decide whether or not to initiate such suit or action in the Territory. FMI shall have full discretion as to how it wishes to handle such suit and may reach Settlement under any terms and conditions it desires and retain all damages, settlement fees consent judgment or other consideration received in connection therewith. Only if a Settlement could adversely affect Roche shall voluntary final disposition of the suit may be entered into without the prior written consent of Roche be requiredNorthwestern, which consent shall not be unreasonably withheld. The term “adversely affect” in the previous sentence shall include, among other things, […***…]. For any sole Roche Background Patent Right or Roche Patent Right, Roche, in its sole discretion, shall decide whether or not to initiate such suit or action in the Territory. Roche shall have full discretion as to how it wishes to handle such suit and may reach Settlement under any terms and conditions it desires and retain all damages, settlement fees or other consideration received in connection therewith. Only if a Settlement could adversely affect FMI shall the written consent of FMI be required, which consent shall not be unreasonably withheld. If it is determined that Licensee does not have the right to prosecute an infringement of the Patent Rights, and Licensee notifies Northwestern of its desire to have such infringement action pursued, Northwestern agrees to prosecute such infringement of the Patent Rights on Licensee’s behalf and at Licensee’s sole expense, and Northwestern shall consult with Licensee on any such infringement action. Licensee shall indemnify Northwestern against any order for costs that may be made against Northwestern in any such proceedings. Any recovery resulting from an action brought by 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 Joint Patent Rightreasonable royalty on the infringing sales, Roche decides or (iii) whatever alternative measure of such damages the court shall have applied, and such amount shall be treated as Net Sales for the purpose of calculating running royalties under Section 5.3(b). 9.3 If [***] after having become aware of any alleged infringement Licensee has been unsuccessful in persuading the alleged infringer to desist and either has not brought or is not diligently prosecuting an infringement action, or if Licensee shall notify Northwestern at any time of its intention not to bring a suit or take actionagainst any alleged infringer, once Roche provides Suit Noticethen Northwestern shall have the right, Roche may immediately commence at its sole discretion, to prosecute such suit or take such actioninfringement 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 Roche (i) does not in writing advise FMI 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 [***] after it receives notice of the Decision Period that Roche will commence suit or take commencement of such action, or (ii) fails to commence suit or intervene and take action within a reasonable time after providing Suit Notice, FMI shall thereafter have over the right to commence suit or take action in sole defense of the Territory and shall provide written notice Roche of any such suit commenced or action taken by FMI. Upon written request, the Party bringing suit or taking action (“Initiating Party”) shall keep the other Party informed of the status of any such suit or action and shall provide the other Party with copies, but only to the extent the Initiating Party is lawfully permitted to do so, of all material documents or communications filed in such suit or action. The Initiating Party shall have the sole and exclusive right to select counsel for any such suit or action. The Initiating Party shall, except as provided below, pay all expenses of the suit or action, including the Initiating Party’s attorneys’ fees and court costs. Any damages, settlement fees or other consideration received as a result of such suit or action shall be allocated as follows: (aPatent Rights) First, to reimburse the Initiating Party for its costs and, if any remains, to the other Party for any advisory counsel fees and costs; and (b) Second, the balance, if any, shall be allocated […***…]. 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 reasonable out-of-pocket expenses incurred by the other Party in rendering such assistance. The other Party shall have the right to participate and be represented in any such suit or action by its own counsel at its own expense. The Initiating Party If Northwestern does not exercise this right, Licensee may settletake over the sole defense of the action at Licensee’s sole expense. No settlement, consent judgment or otherwise voluntarily dispose other voluntary final disposition of the suit or action (“Settlement”) may be entered into without the prior written consent of the other Party but only if such Settlement can be achieved without adversely affecting the other Party (including any of its Patent Rights). If a Settlement could adversely affect the other Party, then the written consent of the other Party would be requiredNorthwestern, which consent shall not be 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 Party initiating or defending such suit, cooperate in all reasonable respects (including joining as a party 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 accordance with the terms and conditions of this Agreement relating to sublicenses, provided, however, as set forth in Section 9.3 above for any alleged infringer against whom Northwestern is pursuing an infringement action, Licensee shall not offer to sublicense the infringed Patent Rights to such alleged infringer without Northwestern’s written consent. Any upfront fees as part of such a sublicense shall be shared equally between Licensee and Northwestern (such upfront payments will not also be subject to payments to Northwestern under Section 5.4 in addition to this equal sharing); other revenues to Licensee resulting from such a sublicense shall be treated pursuant to Sections 5.3 and 5.4.

Infringement. Each (a) If either Party shall promptly provide written notice to learn of a claim or assertion that the other Party during manufacture, use or sale of the Agreement Term Product in the Territory infringes or otherwise violates the intellectual property rights of any Third Party or that any Third Party violates the intellectual property rights owned or Controlled by (i) known infringement Zogenix in the Product or suspected infringement by a Third Party of any FMI Background Patent Rights, FMI Foreground Patent Rights, Roche Background Patent Rights, Roche Foreground Patent Rights or Joint Patent Rights, the Zogenix Trademarks in the Territory or (ii) known or suspected unauthorized use or misappropriation by a Third Mallinckrodt in the Mallinckrodt Trademarks, then the Party of any FMI Background Know-Howbecoming so *** Certain information on this page has been omitted and filed separately with the Commission. Confidential treatment has been requested with respect to the omitted portions. informed shall promptly, FMI Know-Howbut in all events within [***] thereof, Roche Background Know-How, Roche Know-How or Joint Know-How, and shall provide notify the other Party to this Agreement of the claim or assertion. In the event Zogenix receives a notice under Paragraph IV of the U.S. Federal Drug Price Competition and Patent Term Restoration Act of 1984, as amended, also known as the Xxxxx-Xxxxxx Act, with all evidence in its possession supporting respect to the Product, Zogenix shall provide Mallinckrodt with written notice of such infringement or unauthorized use or misappropriation. Within Paragraph IV notice […***…] after (each, a Party provides or receives such written notice (“Decision PeriodParagraph IV Notice”). (b) In the event of any infringement of Zogenix patent rights related to the Product or its manufacture, use or sale, or the Party Handling enforcement of such Patent Right as set forth Zogenix Trademarks in the Territory, which infringement involves a product that could or does compete with the Product or could adversely affect the Parties’ interests in the Product under this Section 2.7Agreement, Zogenix shall, in its sole discretiondiscretion determine to take the appropriate legal action (as to any Party to redress a Third Party infringement, shall decide whether or not to initiate such suit or action in the Territory and shall notify the other Party in writing of its decision in writing (an “Suit NoticeEnforcement Action”). For any FMI Background Patent Right or sole FMI Patent Right, FMI in its sole discretion shall decide whether or not to initiate such suit or action in the Territory. FMI shall have full discretion as to how it wishes to handle such suit and may reach Settlement under any terms and conditions it desires and retain all damages, settlement fees or other consideration received in connection therewith. Only if a Settlement could adversely affect Roche shall the written consent of Roche be required, which consent shall not be unreasonably withheld. The term “adversely affect” in the previous sentence shall include, among other things, […***…]. For any sole Roche Background Patent Right or Roche Patent Right, Roche, in its sole discretion, shall decide whether or not to initiate such suit or action in the Territory. Roche shall have full discretion as to how it wishes to handle such suit and may reach Settlement under any terms and conditions it desires and retain all damages, settlement fees or other consideration received in connection therewith. Only if a Settlement could adversely affect FMI shall the written consent of FMI be required, which consent shall not be unreasonably withheld. If for a Joint Patent Right, Roche decides to bring a suit or take action, once Roche provides Suit Notice, Roche may immediately commence such suit or take such actionany. In the event that Roche (i) does not in writing advise FMI within the Decision Period that Roche will commence suit or take actionsuch an Enforcement Action is initiated, or (ii) fails Zogenix shall use commercially reasonable efforts to commence suit or take action within a reasonable time after providing Suit Notice, FMI shall thereafter have the right to commence suit or take action in the Territory prosecute such matter and shall provide written notice Roche of [***]. At Zogenix’s reasonable request, Mallinckrodt shall cooperate fully with Zogenix with respect to any such suit commenced or action taken by FMI. Upon written requestEnforcement Action, the Party bringing suit or taking action (“Initiating Party”) and Zogenix shall keep the other Party informed of the status of any such suit or action and shall provide the other Party with copies, to the extent the Initiating Party is lawfully permitted to do so, of all material documents or communications filed in such suit or action. The Initiating Party shall have the sole and exclusive right to select counsel for any such suit or action. The Initiating Party shall, except as provided below, pay all expenses of the suit or action, including the Initiating Party’s attorneys’ fees and court costs[***]. Any damages, settlement fees or other consideration recovery received as a result of such suit or action shall be allocated as follows: (a) First, to reimburse the Initiating Party for its costs and, if any remains, to the other Party for any advisory counsel fees and costs; and (b) Second, the balance, if any, shall be allocated Enforcement Action […***…]. If , and any amounts remaining thereafter allocable as compensation for [***] during 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 Term shall be under no obligation [***] to participate except Mallinckrodt and [***] to Zogenix. (c) In the extent that such participation is required as the result event of its being a named party an Enforcement Action by Mallinckrodt with respect to the suit or action. At the Initiating Partyany Mallinckrodt Trademark, at Mallinckrodt’s written reasonable request, the other Party Zogenix shall offer reasonable assistance cooperate fully with Mallinckrodt with respect to the Initiating Party in connection therewith at no charge to the Initiating Party except any such Enforcement Action, and Mallinckrodt shall reimburse Zogenix for reimbursement of its reasonable out-of-pocket expenses incurred in providing such cooperation. Any recovery achieved by Mallinckrodt with respect to such Enforcement Action shall be solely for the other Party in rendering such assistance. The other Party shall have the right to participate and be represented in any such suit or action by its own counsel at its own expense. The Initiating Party may settle, consent judgment or otherwise voluntarily dispose account of the suit or action (“Settlement”) without the written consent of the other Party but only if such Settlement can be achieved without adversely affecting the other Party (including any of its Patent Rights). If a Settlement could adversely affect the other Party, then the written consent of the other Party would be required, which consent shall not be unreasonably withheldMallinckrodt.

Infringement. Each Party 8.1 The Parties shall promptly provide written notice to the notify each other Party during the Agreement Term of any (i) known infringement or suspected infringement by a Third Party of any FMI Background Patent RightsLicensed Patents. i. During the Term, FMI Foreground Patent RightsCOMPANY shall, Roche Background Patent Rightsat its expense, Roche Foreground Patent Rights or Joint Patent Rights, or (ii) known or suspected unauthorized use or misappropriation by a Third Party of any FMI Background Know-How, FMI Know-How, Roche Background Know-How, Roche Know-How or Joint Know-How, and shall provide the other Party with all evidence in its possession supporting such infringement or unauthorized use or misappropriation. Within […***…] after a Party provides or receives such written notice (“Decision Period”), the Party Handling enforcement of such Patent Right as set forth in this Section 2.7, in its sole discretion, shall decide whether or not to initiate such suit or action in the Territory and shall notify the other Party in writing of its decision in writing (“Suit Notice”). For any FMI Background Patent Right or sole FMI Patent Right, FMI in its sole discretion shall decide whether or not to initiate such suit or action in the Territory. FMI shall have full discretion as to how it wishes to handle such suit and may reach Settlement under any terms and conditions it desires and retain all damages, settlement fees or other consideration received in connection therewith. Only if a Settlement could adversely affect Roche shall the written consent of Roche be required, which consent shall not be unreasonably withheld. The term “adversely affect” in the previous sentence shall include, among other things, […***…]. For any sole Roche Background Patent Right or Roche Patent Right, Roche, in its sole discretion, shall decide whether or not to initiate such suit or action in the Territory. Roche shall have full discretion as to how it wishes to handle such suit and may reach Settlement under any terms and conditions it desires and retain all damages, settlement fees or other consideration received in connection therewith. Only if a Settlement could adversely affect FMI shall the written consent of FMI be required, which consent shall not be unreasonably withheld. If for a Joint Patent Right, Roche decides to bring a suit or take action, once Roche provides Suit Notice, Roche may immediately commence such suit or take such action. In the event that Roche (i) does not in writing advise FMI within the Decision Period that Roche will commence suit or take action, or (ii) fails to commence suit or take action within a reasonable time after providing Suit Notice, FMI shall thereafter have the right to commence suit or take enforce any Licensed Patents against such infringer and may defend any declaratory judgment action in brought against it alleging the Territory and shall provide written notice Roche invalidity of a Licensed Patent. COMPANY agrees to defend EMORY against any such suit commenced or action taken by FMI. Upon written request, the Party bringing suit or taking action (“Initiating Party”) shall keep the other Party informed of the status of any such suit or action and shall provide the other Party with copies, to the extent the Initiating Party is lawfully permitted to do so, of all material documents or communications filed counterclaim brought against it in such suit or action. The Initiating Party EMORY shall have the sole and exclusive right to select counsel for any cooperate with COMPANY in such suit or action. The Initiating Party shalleffort, except as provided below, pay all expenses of the suit or actionat COMPANY'S expense, including the Initiating Party’s attorneys’ fees and court costs. Any damages, settlement fees or other consideration received as a result of such suit or action shall be allocated as follows: (a) First, to reimburse the Initiating Party for its costs and, if any remains, to the other Party for any advisory counsel fees and costs; and (b) Second, the balance, if any, shall be allocated […***…]. 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 being joined as a party to such action, if necessary. COMPANY shall reimburse EMORY for any costs incurred, including reasonable attorneys’ fees, as part of any action brought by COMPANY. ii. COMPANY shall not enter into any settlement agreement, voluntary dismissal, consent judgment or other voluntary final disposition in any action regarding the suit Licensed Patents, including without the express written consent of EMORY. Any amounts received for punitive or action but exemplary damages shall be under no obligation to participate except to shared equally between EMORY and COMPANY and any other amounts received, including compensatory damages or damages based on a loss of revenues which exceed 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 reasonable out-of-pocket costs and expenses incurred by COMPANY, shall be deemed to be the other Party proceeds of Sales of Licensed Products in rendering the fiscal quarter received. 8.2 If COMPANY fails, within one hundred twenty (120) days after receiving notice of a potential infringement, to institute an action against such assistance. The other Party infringer or notifies EMORY that it does not plan to institute such action, then EMORY shall have the right to participate and be represented in any such suit or action by its own counsel do so at its own expense. The Initiating Party may settleCOMPANY shall cooperate with EMORY in such effort including being joined as a party to such action if necessary. EMORY shall be entitled to retain all damages or costs awarded in 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, consent judgment or otherwise voluntarily dispose of the suit or action (“Settlement”) without the written consent of abandoning party shall give timely notice to the other Party but only if party who may, at its discretion, continue prosecution of such Settlement can be achieved without adversely affecting the other Party (including any of its Patent Rights). If a Settlement could adversely affect the other Party, then the written consent of the other Party would be required, which consent shall not be unreasonably withheldsuit.

Infringement. Each Party 7.1 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. 7.2 If COMPANY shall promptly provide have supplied GENERAL with written evidence demonstrating to GENERAL's reasonable satisfaction prima facie infringement of a claim of a PATENT RIGHT by a third party, COMPANY may by notice request GENERAL to take steps to protect the PATENT RIGHT. GENERAL shall notify COMPANY within three (3) months of the receipt of such notice whether GENERAL intends to prosecute the alleged infringement. If GENERAL notifies COMPANY that it intends to so prosecute, GENERAL shall, within three (three) months of its notice to the other Party during the Agreement Term of any COMPANY either (i) known cause infringement or suspected infringement by a Third Party of any FMI Background Patent Rights, FMI Foreground Patent Rights, Roche Background Patent Rights, Roche Foreground Patent Rights or Joint Patent Rights, to terminate or (ii) known initiate legal proceedings against the infringer. In the event GENERAL notifies COMPANY that GENERAL does not intend to prosecute said infringement COMPANY may, upon notice to GENERAL, initiate legal proceedings against the infringer at COMPANY's expense and in GENERAL's name if so required by law. No settlement, consent judgment or suspected unauthorized use other voluntary final disposition of the suit which invalidates or misappropriation by a Third Party of any FMI Background Know-How, FMI Know-How, Roche Background Know-How, Roche Know-How or Joint Know-How, and shall provide restricts the other Party with all evidence in its possession supporting such infringement or unauthorized use or misappropriation. Within […***…] after a Party provides or receives such written notice (“Decision Period”), the Party Handling enforcement claims of such Patent Right as set forth in this Section 2.7, in its sole discretion, shall decide whether or not to initiate such suit or action in PATENT RIGHTS may be entered into without the Territory and shall notify the other Party in writing of its decision in writing (“Suit Notice”). For any FMI Background Patent Right or sole FMI Patent Right, FMI in its sole discretion shall decide whether or not to initiate such suit or action in the Territory. FMI shall have full discretion as to how it wishes to handle such suit and may reach Settlement under any terms and conditions it desires and retain all damages, settlement fees or other consideration received in connection therewith. Only if a Settlement could adversely affect Roche shall the written consent of Roche be requiredGENERAL, which consent shall not be unreasonably unreasonable withheld. The term “adversely affect” COMPANY shall indemnify GENERAL against any order for payment that may be made against GENERAL in the previous sentence shall include, among other things, […***…]. For any sole Roche Background Patent Right or Roche Patent Right, Roche, in its sole discretion, shall decide whether or not to initiate such suit or action in the Territory. Roche shall have full discretion as to how it wishes to handle such suit and may reach Settlement under any terms and conditions it desires and retain all damages, settlement fees or other consideration received in connection therewith. Only if a Settlement could adversely affect FMI shall the written consent of FMI be required, which consent shall not be unreasonably withheld. If for a Joint Patent Right, Roche decides to bring a suit or take action, once Roche provides Suit Notice, Roche may immediately commence such suit or take such action. proceedings. 7.3 In the event one party shall initiate or carry on legal proceedings to enforce any PATENT RIGHT against any alleged infringer, the other party shall fully cooperate with and supply all assistance reasonably requested 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 Roche (i) does not in writing advise FMI within the Decision Period that Roche will commence suit or take action, or (ii) fails to commence suit or take action within a reasonable time after providing Suit Notice, FMI shall thereafter have the right to commence suit or take action in the Territory and shall provide written notice Roche of any bear the reasonable expenses (excluding legal fees) incurred by said other party in providing such suit commenced assistance and cooperation as is requested pursuant to this paragraph. The party initiating or action taken by FMI. Upon written request, the Party bringing suit or taking action (“Initiating Party”) carrying on such legal proceedings shall keep the other Party party informed of the status progress of any such suit or action proceedings and said other party shall provide the other Party with copies, be entitled to the extent the Initiating Party is lawfully permitted to do so, of all material documents or communications filed counsel in such suit or action. The Initiating Party shall have the sole and exclusive right to select counsel for any such suit or action. The Initiating Party shall, except as provided below, pay all expenses of the suit or action, including the Initiating Party’s attorneys’ fees and court costsproceedings but at its own expense. Any damages, settlement fees or other consideration received award paid by third parties as a the result of such suit proceedings (whether by way of settlement or action otherwise) shall first be applied to reimbursement of the unreimbursed legal fees and expenses incurred by either party and then the remainder shall be allocated divided between the parties as follows: (a) First(i) If the amount is based on lost profits, to reimburse the Initiating Party for its costs and, if any remains, COMPANY shall receive an amount equal to the other Party for damages the court determines COMPANY has suffered as a result of the infringement less the amount of any advisory counsel fees and costsroyalties 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 (b) Second, the balance, if any, shall be allocated […***…]. 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 reasonable out-of-pocket expenses incurred by the other Party in rendering such assistance. The other Party shall have the right to participate and be represented in any such suit or action 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 achieved without adversely affecting the other Party (including any of its Patent Rights). If a Settlement could adversely affect the other Party, then the written consent of the other Party would be required, which consent shall not be unreasonably withheld.

Infringement. Each Party During the Tenn of this Agreement and any renewal or extensions thereof: (a) the Licensee shall promptly provide written notice notify the Licensor of any and all infringements, illegal use or misuse ("Infringements") of the Licenced Patents, Copyright Works, Trade Xxxx or Technical Information as same relates to the other Party during Licenced Products which come to its attention. (b) the Agreement Term of any (i) known infringement or suspected infringement by a Third Party of any FMI Background Patent Rights, FMI Foreground Patent Rights, Roche Background Patent Rights, Roche Foreground Patent Rights or Joint Patent Rights, or (ii) known or suspected unauthorized use or misappropriation by a Third Party of any FMI Background Know-How, FMI Know-How, Roche Background Know-How, Roche Know-How or Joint Know-How, and Licensee shall provide the other Party promptly deal with all evidence in its possession supporting such infringement or unauthorized use or misappropriation. Within […***…] after a Party provides or receives such written notice (“Decision Period”), the Party Handling enforcement of such Patent Right as set forth in this Section 2.7, in its sole discretion, shall decide whether or not to initiate such suit or action in the Territory and shall notify the other Party in writing of its decision in writing (“Suit Notice”). For any FMI Background Patent Right or sole FMI Patent Right, FMI in its sole discretion shall decide whether or not to initiate such suit or action Infringements in the Territory. FMI , in which case the Licensee shall have full discretion as be entitled to how it wishes commence action to handle such suit and may reach Settlement under any terms and conditions it desires and retain all damages, settlement fees or other consideration received in connection therewith. Only if a Settlement could adversely affect Roche shall the written consent of Roche be required, which consent shall not be unreasonably withheld. The term “adversely affect” protect its interest in the previous sentence shall includeLicenced Patents, among other thingsCopyright Works, […***…]. For Trade Xxxx or Technical Information, obtain judgment, and to settle or compromise any sole Roche Background Patent Right or Roche Patent Right, Roche, in its sole discretion, shall decide whether or such actions so long as same does not to initiate such suit or action in affect the Territory. Roche shall have full discretion as to how it wishes to handle such suit validity of the Licenced Patents and may reach Settlement the Licensee's obligations under any terms and conditions it desires and retain all damages, settlement fees or other consideration received in connection therewith. Only if a Settlement could adversely affect FMI shall the written consent of FMI be required, which consent shall not be unreasonably withheld. If for a Joint Patent Right, Roche decides to bring a suit or take action, once Roche provides Suit Notice, Roche may immediately commence such suit or take such actionthis Agreement. In the event that Roche (i) does not in writing advise FMI within the Decision Period that Roche will commence suit Infringement includes any unauthorized production and sale of Licenced Products or take actionParts by a third party , or (ii) fails to commence suit or take action within a reasonable time after providing Suit Noticeany compensation resulting therefrom shall be applied as follows: firstly, FMI shall thereafter have the right to commence suit or take action legal costs incurred by the Licensee in the Territory action; and shall provide written notice Roche of any such suit commenced or action taken by FMI. Upon written requestsecondly, the Party bringing suit residue shall be apportioned between the Licensor and Licensee on a pro rata basis having regard to the profits and royalties that would otherwise have been made or taking action (“Initiating Party”) shall keep payable to the other Party informed parties, as the case may be, on the distribution and sale of the status of any such suit or action Licenced Products and shall Parts as if same had been distributed and sold by the Licensee and not the infringing party . (c) The Licensor agrees to provide the other Party Licensee with copies, such information and assistance as is necessary to permit the extent the Initiating Party is lawfully permitted Licensee to do so, of all material documents or communications filed in such suit or action. The Initiating Party shall have the sole and exclusive right deal with Infringements pursuant to select counsel for any such suit or action. The Initiating Party shall, except as provided below, pay all expenses of the suit or action, including the Initiating Party’s attorneys’ fees and court costs. Any damages, settlement fees or other consideration received as a result of such suit or action shall be allocated as follows: (a) First, to reimburse the Initiating Party for its costs and, if any remains, to the other Party for any advisory counsel fees and costs; and paragraph (b) Secondabove. (d) Notwithstanding Section 11.01(b) hereof, in the balanceevent the Licensor and the Licensee agree to jointly deal with such Infringement, if any, any compensation resulting from the joint action shall first be allocated […***…]. If applied in payment of 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 reasonable out-of-pocket expenses legal costs incurred by the other Party parties and the balance shall be shared by the parties in rendering such assistance. accordance with the apportionment referred to in Section 11.01(b) above. (e) The other Party shall have Licensor agrees to indemnify and same harmless the right to participate Licensee for any and all costs incurred by the Licensee should the Licensor be represented in any such 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 achieved without adversely affecting the other Party (including any breach of its Patent Rights). If a Settlement could adversely affect the other Party, then the written consent covenant set out in section 6.01(c) of the other Party would be required, which consent shall not be unreasonably withheldthis Agreement.

Infringement. Each Party shall promptly provide written notice 19.1. Subject to the other Party during the Agreement Term of any (i) known infringement or suspected infringement by a Third Party of any FMI Background Patent Rights, FMI Foreground Patent Rights, Roche Background Patent Rights, Roche Foreground Patent Rights or Joint Patent Rights, or (ii) known or suspected unauthorized use or misappropriation by a Third Party of any FMI Background Know-How, FMI Know-How, Roche Background Know-How, Roche Know-How or Joint Know-How, and shall provide the other Party with all evidence in its possession supporting such infringement or unauthorized use or misappropriation. Within […***…] after a Party provides or receives such written notice (“Decision Period”), the Party Handling enforcement of such Patent Right as limitations set forth in this Section, National will indemnify, defend and hold DSP harmless against any claim, suit or proceeding brought against DSP, and against all damages, losses, liabilities, and costs (including, without limitation, reasonable attorneys' fees) arising out of or resulting from a claim that the exercise of any right or license granted to DSP under this Agreement (including, without limitation, the licensing of the Licensed Technology by DSP under Section 2.73 and the use of the Licensed Technology by DSP under Section 5) constitutes an infringement of any intellectual property right enforceable in [*]. IN NO EVENT SHALL NATIONAL'S LIABILITY UNDER THIS SECTION 19.1 WITH RESPECT TO THIRD PARTY CLAIMS OF PATENT INFRINGEMENT EXCEED THE TOTAL AMOUNT OF FEES PAID BY DSP TO NATIONAL UNDER THIS AGREEMENT. 19.2. Subject to the limitations set forth in this Section, National will defend any claim, suit or proceeding brought against any DSP Sublicensee and pay damages and costs awarded against such DSP Sublicensee, if based on a claim that the exercise of the rights granted to such DSP Sublicensee by DSP pursuant to this Agreement and in accordance with the terms of this Agreement constitutes an infringement of any intellectual property right enforceable in [*]. IN NO EVENT SHALL NATIONAL'S LIABILITY UNDER THIS SECTION 19.2 WITH RESPECT TO THIRD PARTY CLAIMS OF PATENT INFRINGEMENT EXCEED THE TOTAL AMOUNT OF FEES PAID BY A DSP SUBLICENSEE TO DSP AND REMITTED TO NATIONAL PURSUANT TO THIS AGREEMENT. The Parties agree to each DSP Sublicensee shall be an intended third party beneficiary of National's obligations herein. In addition, upon DSP's written request, National agrees to provide confirmation to potential DSP Sublicensees of National's obligations to DSP Sublicensees under this section 19.2. 19.3. National's obligations under this Section 19.0 are conditioned upon receiving prompt written notice from DSP and/or the DSP Sublicensee, as applicable, and being given full and complete authority, information and assistance (at National's expense) for defense of same. National will pay damages and costs therein awarded against DSP or the DSP Sublicensee, as applicable, but will not be responsible for any compromise made without its written consent. In providing such defense, or in the event that the use or sale of any Compliant Product incorporating, embodying or based upon the Licensed Technology is held to constitute infringement and the use or sale of such Compliant Product is enjoined, National shall, at its sole discretion, shall decide whether or [*] ------------------- [*] Omitted pursuant to a confidential treatment request. The material has been filed separately with the Securities and Exchange Commission. [*] 19.4. National's defense and indemnity obligations herein do not extend to initiate such any claim, suit or action in the Territory and shall notify the other Party in writing proceeding based upon an infringement or alleged infringement of its decision in writing (“Suit Notice”). For any FMI Background Patent Right or sole FMI Patent Right, FMI in its sole discretion shall decide whether or not to initiate such suit or action in the Territory. FMI shall have full discretion as to how it wishes to handle such suit and may reach Settlement under any terms and conditions it desires and retain all damages, settlement fees or other consideration received in connection therewith. Only if a Settlement could adversely affect Roche shall the written consent of Roche be required, which consent shall not be unreasonably withheld. The term “adversely affect” in the previous sentence shall include, among other things, […***…]. For any sole Roche Background Patent Right or Roche Patent Right, Roche, in its sole discretion, shall decide whether or not to initiate such suit or action in the Territory. Roche shall have full discretion as to how it wishes to handle such suit and may reach Settlement under any terms and conditions it desires and retain all damages, settlement fees or other consideration received in connection therewith. Only if a Settlement could adversely affect FMI shall the written consent of FMI be required, which consent shall not be unreasonably withheld. If for a Joint Patent Right, Roche decides to bring a suit or take action, once Roche provides Suit Notice, Roche may immediately commence such suit or take such action. In the event that Roche an intellectual property right by: (i) does not in writing advise FMI within the Decision Period that Roche will commence suit a manufacturing process of DSP or take action, or a DSP Sublicensee; (ii) fails to commence suit or take action within a reasonable time after providing Suit Notice, FMI shall thereafter have the right to commence suit or take action in the Territory and shall provide written notice Roche of any such suit commenced or action taken by FMI. Upon written request, the Party bringing suit or taking action (“Initiating Party”) shall keep the other Party informed modification of the status of any such suit Licensed Technology not made by National; or action and shall provide (iii) the other Party with copies, to the extent the Initiating Party is lawfully permitted to do so, of all material documents or communications filed in such suit or action. The Initiating Party shall have the sole and exclusive right to select counsel for any such suit or action. The Initiating Party shall, except as provided below, pay all expenses use of the suit Licensed Technology or actionany derivatives arising out of the use of the Licensed Technology, including the Initiating Party’s attorneys’ fees and court costs. Any damagesin combination with other equipment, settlement fees technology or other consideration received as a result of such suit software not purchased or action shall be allocated as follows: (a) Firstlicensed from National, to reimburse the Initiating Party for its costs and, if any remains, to the other Party for any advisory counsel fees and costs; and (b) Second, the balance, if any, shall be allocated […***…]. 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 provided that such participation is required as the result of its being a named party to the suit claims would not have occurred but for such process, combination, modification 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 reasonable out-of-pocket expenses incurred by the other Party in rendering such assistance. The other Party shall have the right to participate and be represented in any such suit or action 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 achieved without adversely affecting the other Party (including any of its Patent Rights). If a Settlement could adversely affect the other Party, then the written consent of the other Party would be required, which consent shall not be unreasonably withheldenhancement.

Infringement. Each 8.1 If, as a result of the 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, 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 license fees and/or royalty payable to such Third Party. If the settlement of a lawsuit or threatened lawsuit or other action requires any payments, including but not limited to royalty payments, to a Third Party in respect of the manufacture, use or sale of a Licensed Product in that country, then ORTHO or its Affiliates shall promptly provide written notice make said payments and a cash amount equal to fifty percent (50%) of the portion of such payments payable to the other Third Party during because of the Agreement Term manufacture, use or sale of any Licensed Product in such country shall be deducted from the amount of royalty due to BIOCRYST for such country, provided, however, that, in the aggregate, the royalty due to BIOCRYST for that Licensed Product for that country shall not drop below fifty percent (i50%) known of the amount of the royalty that would, absent such payment, be otherwise payable under Article 4. 8.2 In the event that there is infringement or suspected infringement of a Licensed Patent on a commercial scale by a Third Party of in any FMI Background Patent Rights, FMI Foreground Patent Rights, Roche Background Patent Rights, Roche Foreground Patent Rights or Joint Patent Rights, or (ii) known or suspected unauthorized use or misappropriation given country resulting in Substantial Unlicensed Sales by a the Third Party of any FMI Background Know-Howa product claimed in a Valid Claim of a Licensed Patent, FMI Know-HowORTHO or its Affiliates shall notify BIOCRYST in writing to that effect, Roche Background Know-Howincluding with said written notice reasonable evidence, Roche Know-How or Joint Know-Howreviewed with local counsel in such country, and establishing a prima facie case of infringement of a Licensed Patent by the Third Party. Upon request, BIOCRYST shall provide be given an opportunity to speak with such local counsel in such country concerning such evidence of infringement. For the other purposes of this section, "Substantial Unlicensed Sales" shall mean a market share by such Third Party with all evidence in its possession supporting such infringement or unauthorized use or misappropriation. Within of at least […***…] after of the total market of the Licensed Product in said ------------------------ *** Information ommitted and filed separately with the Commission under Rule 24b-2. country for a Party provides or receives such written notice (“Decision Period”), the Party Handling enforcement of such Patent Right as set forth in this Section 2.7, in its sole discretion, shall decide whether or not to initiate such suit or action in the Territory and shall notify the other Party in writing of its decision in writing (“Suit Notice”). For any FMI Background Patent Right or sole FMI Patent Right, FMI in its sole discretion shall decide whether or not to initiate such suit or action in the Territory. FMI shall have full discretion as to how it wishes to handle such suit and may reach Settlement under any terms and conditions it desires and retain all damages, settlement fees or other consideration received in connection therewith. Only if a Settlement could adversely affect Roche shall the written consent of Roche be required, which consent shall not be unreasonably withheld. The term “adversely affect” in the previous sentence shall include, among other things, consecutive […***…]. For any sole Roche Background Patent Right or Roche Patent Right, Roche, in its sole discretion, shall decide whether or not to initiate such suit or action in the Territory. Roche shall have full discretion (on a unit basis as to how it wishes to handle such suit and may reach Settlement under any terms and conditions it desires and retain all damages, settlement fees or other consideration received in connection therewith. Only if a Settlement could adversely affect FMI shall the written consent of FMI be required, which consent shall not be unreasonably withheld. If for a Joint Patent Right, Roche decides to bring a suit or take action, once Roche provides Suit Notice, Roche may immediately commence such suit or take such action. In the event that Roche (i) does not in writing advise FMI within the Decision Period that Roche will commence suit or take action, or (ii) fails to commence suit or take action within a reasonable time after providing Suit Notice, FMI shall thereafter have the right to commence suit or take action in the Territory and shall provide written notice Roche of any such suit commenced or action taken reported by FMI. Upon written request, the Party bringing suit or taking action (“Initiating Party”) shall keep the other Party informed of the status of any such suit or action and shall provide the other Party with copies, to the extent the Initiating Party is lawfully permitted to do so, of all material documents or communications filed in such suit or action. The Initiating Party shall have the sole and exclusive right to select counsel for any such suit or action. The Initiating Party shall, except as provided below, pay all expenses of the suit or action, including the Initiating Party’s attorneys’ fees and court costs. Any damages, settlement fees or other consideration received as a result of such suit or action shall be allocated as follows: (a) First, to reimburse the Initiating Party for its costs andIMS International or, if any remainsunavailable, to the other Party for any advisory counsel fees and costs; and (b) Secondfrom a recognized, the balance, if any, shall be allocated […***…]. If the Initiating Party believes it is reasonably necessary mutually accepted database 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 reasonable out-of-pocket expenses incurred by the other Party in rendering such assistance. The other Party shall have the right to participate and be represented in any such suit or action 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 achieved without adversely affecting the other Party (including any of its Patent Rightsmarket survey service). If a Settlement could adversely affect the other Party, then the written consent of the other Party would be required, which consent shall not be unreasonably withheld.

Infringement. (a) Each Party shall promptly provide written notice to give the other Party during the Agreement Term notice of any (i) known infringement or suspected threatened infringement by a Third Party of any FMI Background Patent Rights, FMI Foreground Patent Rights, Roche Background Patent Rights, Roche Foreground Patent Rights or Joint Patent Rights, or (ii) known or suspected unauthorized use or misappropriation by a Third Party of any FMI Background Know-How, FMI Know-How, Roche Background Know-How, Roche Know-How or Joint Know-How, and shall provide the other Party with all evidence in its possession supporting such infringement or unauthorized use or misappropriation. Within […***…] after a Party provides or receives such written notice (“Decision Period”), the Party Handling enforcement of such Patent Right as set forth other Party's Trademarks used in this Section 2.7, in its sole discretion, connection with the Product. Each Party shall decide whether or not to initiate such suit or action in the Territory and shall notify the other Party in writing of its decision in writing (“Suit Notice”). For any FMI Background Patent Right or sole FMI Patent Right, FMI determine in its sole discretion shall decide whether what action, if any, to take in response to the infringement or not to initiate such suit or action in threatened infringement of that Party's Trademark, other than the Territory. FMI shall have full discretion as to how it wishes to handle such suit and may reach Settlement under any terms and conditions it desires and retain all damages, settlement fees or other consideration received in connection therewith. Only if a Settlement could adversely affect Roche shall the written consent of Roche be requiredPrimary Brand Trademark, which consent shall not be unreasonably withheld. The term “adversely affect” in the previous sentence shall include, among other things, […***…]. For any sole Roche Background Patent Right or Roche Patent Right, Roche, in its sole discretion, shall decide whether or not subject to initiate such suit or action in the Territory. Roche shall have full discretion as to how it wishes to handle such suit and may reach Settlement under any terms and conditions it desires and retain all damages, settlement fees or other consideration received in connection therewith. Only if a Settlement could adversely affect FMI shall the written consent of FMI be required, which consent shall not be unreasonably withheld. If for a Joint Patent Right, Roche decides to bring a suit or take action, once Roche provides Suit Notice, Roche may immediately commence such suit or take such actionsubsection (b) below. In the event that Roche (i) does not in writing advise FMI within the Decision Period that Roche will commence suit or one Party chooses to take action, or (ii) fails to commence suit or take action within a reasonable time after providing Suit Notice, FMI shall thereafter have the right to commence suit or take enforcement action in the Territory and shall provide written notice Roche of any such suit commenced or action taken by FMI. Upon written request, the Party bringing suit or taking action (“Initiating Party”) shall keep the other Party informed of the status of any such suit or action and shall provide the other Party with copies, response to the extent the Initiating Party is lawfully permitted to do so, of all material documents infringement or communications filed in such suit or action. The Initiating Party shall have the sole and exclusive right to select counsel for any such suit or action. The Initiating Party shall, except as provided below, pay all expenses of the suit or action, including the Initiating Party’s attorneys’ fees and court costs. Any damages, settlement fees or other consideration received as a result of such suit or action shall be allocated as follows: (a) First, to reimburse the Initiating Party for its costs and, if any remains, to the other Party for any advisory counsel fees and costs; and (b) Second, the balance, if any, shall be allocated […***…]. 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 threatened infringement of its being a named party to the suit or action. At the Initiating Party’s written requestTrademark, the other Party shall offer reasonably cooperate in such enforcement; provided, however, the enforcing Party shall reimburse the other Party for reasonable assistance to the Initiating Party in connection therewith at no charge to the Initiating Party except for reimbursement of reasonable out-of-pocket expenses incurred by the other Party in rendering that are related to such assistance. The other Party enforcement. (b) As to the Primary Brand Trademark only, Aviron shall have the initial right to participate and institute legal proceedings against such Third Party, which proceedings shall be represented at [***] Wyeth-Ayerst shall reasonably coordinate with Aviron in any the prosecution of such suit proceedings. Should Aviron elect not to institute proceedings against such Third Party within [***] following a notice thereof in response to the infringement or action by threatened infringement of the Primary Brand Trademark, Wyeth-Ayerst shall then be entitled to institute proceedings in its own counsel at its own expensename [***]. Aviron shall reasonably cooperate with Wyeth-Ayerst in the prosecution of such proceedings. (c) The Initiating Parties shall cooperate in good faith with respect to all Trademark enforcement actions hereunder, and each Party may settleshall notify the other Party promptly of all substantive developments with respect to such Trademark enforcement actions, consent judgment or otherwise voluntarily dispose of including, but not limited to, all material filings, court papers and other related documents. Each Party shall consider the suit or action (“Settlement”) without the written consent timely given, reasonable comments and advice of the other Party but only if such Settlement can be achieved without adversely affecting with respect to the strategy employed and submissions made relative to any Trademark enforcement actions. [***] any damages or other Party (including any of its Patent Rights)monetary relief obtained in connection therewith. If a Settlement could adversely affect the other Party, then the written consent of the other Party would be required, which consent shall not be unreasonably withheld-------- [***] = CONFIDENTIAL TREATMENT REQUESTED.

Infringement. (a) Each Party shall promptly provide written notice give Notice to the other Party during the Agreement Term of any 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 Intellectual Property (i) known any of the foregoing shall be referred to as an “infringement”). If the infringement involves manufacture, use or suspected infringement sale by a Third Party which is within the scope of Valeant’s exclusive rights pursuant to Section 2.1 (hereinafter an “Exclusivity Infringement”), Valeant shall have the first right and obligation to proceed to restrain such infringement in its own name and/or in the name of any FMI Background Patent Rightsof its Affiliates, FMI Foreground Patent Rightsand if the infringement involves manufacture, Roche Background Patent Rightsuse 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”), Roche Foreground Patent Rights Senetek shall have the first right and obligation to proceed to restrain such infringement in its own name and/or in the name of any of its Affiliates. The Party having the first 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 Joint Patent RightsNotice 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 such action, if so requested shall join as a party to any appropriate legal proceedings for such purpose, and shall have the right to participate in, but not control, any such proceedings 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, the Secondary Party shall have the right to 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) known if Valeant failed to undertake such action 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 suspected unauthorized use or misappropriation (ii) if Senetek failed to undertake such action and Valeant 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. (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 any FMI Background KnowCommercially Reasonable Efforts would pay for a non-Howexclusive 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, FMI Know-How, Roche Background Know-How, Roche Know-How or Joint Know-Howthe 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 provide be final and binding on the other Party with all evidence in its possession supporting parties. Once such infringement amount has been agreed or unauthorized use or misappropriation. Within […***…] after a Party provides or receives determined by such written notice (“Decision Period”)panel, the Party Handling enforcement of such Patent Right as set forth in this Section 2.7Valeant 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 decide whether or not to initiate such suit or action in the Territory and shall notify the other Party in writing of its decision in writing (“Suit Notice”). For any FMI Background Patent Right or sole FMI Patent Right, FMI in its sole discretion shall decide whether or not to initiate such suit or action in the Territory. FMI shall have full discretion as to how it wishes to handle such suit and may reach Settlement under any terms and conditions it desires and retain all damages, settlement fees or other consideration received in connection therewith. Only if a Settlement could adversely affect Roche shall the written consent of Roche be required, which consent shall not be unreasonably withheld. The term “adversely affect” in the previous sentence shall include, among other things, […***…]. For any sole Roche Background Patent Right or Roche Patent Right, Roche, determine in its sole discretion, shall decide whether or not to initiate such suit or action in the Territory. Roche shall have full discretion as to how it wishes to handle such suit and may reach Settlement under any terms and conditions it desires and retain all damages, settlement fees or other consideration received in connection therewith. Only if a Settlement could adversely affect FMI shall the written consent of FMI be required, which consent shall not be unreasonably withheld. If for a Joint Patent Right, Roche decides to bring a suit or take action, once Roche provides Suit Notice, Roche may immediately commence such suit or take such action. In the event that Roche (i) does not Valeant obtains such a license, in writing advise FMI within addition to any other remedies which may be available to Valeant under this Agreement or otherwise, Senetek shall reimburse Valeant up to the Decision Period that Roche will commence suit or take action, or (ii) fails to commence suit or take action within a reasonable time after providing Suit Notice, FMI shall thereafter have the right to commence suit or take action in the Territory and shall provide written notice Roche of any such suit commenced or action taken by FMI. Upon written request, the Party bringing suit or taking action (“Initiating Party”) shall keep the other Party informed amount of the status of any such suit or action and shall provide the other Party with copies, to the extent the Initiating Party is lawfully permitted to do so, of all material documents or communications filed in such suit or action. The Initiating Party shall have the sole and exclusive right to select counsel for any such suit or action. The Initiating Party shall, except as provided below, pay all expenses of the suit or action, including the Initiating Party’s attorneys’ fees and court costs. Any damages, settlement fees royalty or other consideration received agreed or determined by such panel, when and as a result 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 suit or action amount shall be allocated as follows: (a) First, to reimburse the Initiating Party for its costs and, if any remains, to the other Party for any advisory counsel fees and costs; and (b) Second, the balance, if any, shall be allocated […***…]. 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 reasonable out-of-pocket expenses incurred borne by the other Party in rendering such assistance. The other Party shall have the right to participate and be represented in any such suit or action 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 achieved without adversely affecting the other Party (including any of its Patent Rights). If a Settlement could adversely affect the other Party, then the written consent of the other Party would be required, which consent shall not be unreasonably withheldValeant.

Infringement. Each Party shall promptly provide written notice to the other Party during the Agreement Term of any (i) known infringement or suspected infringement by a Third Party of any FMI Background Patent Rights, FMI Foreground Patent Rights, Roche Background Patent Rights, Roche Foreground Patent Rights or Joint Patent Rights, or (ii) known or suspected unauthorized use or misappropriation by a Third Party of any FMI Background Know-How, FMI Know-How, Roche Background Know-How, Roche Know-How or Joint Know-How, and shall provide the other Party with all evidence in its possession supporting such infringement or unauthorized use or misappropriation. Within […***…] after a Party provides or receives such written notice (“Decision Period”), the Party Handling enforcement of such Patent Right as set forth in this Section 2.7, in its sole discretion, shall decide whether or not to initiate such suit or action in the Territory and shall notify the other Party in writing of its decision in writing (“Suit Notice”). For any FMI Background Patent Right or sole FMI Patent Right, FMI in its sole discretion shall decide whether or not to initiate such suit or action in the Territory. FMI shall have full discretion as to how it wishes to handle such suit and may reach Settlement under any terms and conditions it desires and retain all damages, settlement fees or other consideration received in connection therewith. Only if a Settlement could adversely affect Roche shall the written consent of Roche be required, which consent shall not be unreasonably withheld. The term “adversely affect” in the previous sentence shall include, among other things, […***…]. For any sole Roche Background Patent Right or Roche Patent Right, Roche, in its sole discretion, shall decide whether or not to initiate such suit or action in the Territory. Roche shall have full discretion as to how it wishes to handle such suit and may reach Settlement under any terms and conditions it desires and retain all damages, settlement fees or other consideration received in connection therewith. Only if a Settlement could adversely affect FMI shall the written consent of FMI be required, which consent shall not be unreasonably withheld. If for a Joint Patent Right, Roche decides to bring a suit or take action, once Roche provides Suit Notice, Roche may immediately commence such suit or take such action. In the event that Roche (i) does not in writing advise FMI within the Decision Period that Roche will commence suit or take action, or (ii) fails to commence suit or take action within a reasonable time after providing Suit Notice, FMI shall thereafter have the right to commence suit or take action in the Territory and shall provide written notice Roche of any such suit commenced or action taken by FMI. Upon written request, the Party bringing suit or taking action (“Initiating Party”) shall keep the other Party informed of the status of any such suit or action and shall provide the other Party with copies, to the extent the Initiating Party is lawfully permitted to do so, of all material documents or communications filed in such suit or action. The Initiating Party shall have the sole and exclusive right to select counsel for any such suit or action. The Initiating Party shall, except as provided below, pay all expenses of the suit or action, including the Initiating Party’s attorneys’ fees and court costs. Any damages, settlement fees or other consideration received as a result of such suit or action shall be allocated as follows: (a) FirstThe Vendor agrees that it shall defend, to reimburse the Initiating Party for its costs andindemnify and hold harmless, if any remains, to the other Party for any advisory counsel fees and costs; and (b) Second, the balance, if any, shall be allocated […***…]. 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 reasonable out-of-pocket expenses incurred by the other Party in rendering such assistance. The other Party shall have the right to participate and be represented in any such suit or action by its own counsel at its own expense, all suits and claims against the Owner for infringement or violation of any patent, trademark, copyright, trade secret or other intellectual property rights of any third party enforceable in the United 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 Initiating Party may settleVendor agrees that it shall pay all sums, consent including without limitation, reasonable attorneys' fees and other costs incurred at Vendor's written request or authorization, which, in defense of, by final judgment or otherwise voluntarily dispose 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 infringement or violation, provided that 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 appeal 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 suit 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 (“Settlement”and in any event within fifteen (15) without calendar days after the service of the citation or summons). The Vendor shall be entitled, if it so elects, (i) to defend such lawsuit or action, (ii) to employ and engage attorneys of its own choice to handle and defend the same, at the Vendor's cost, risk and expense, and (iii) to compromise or settle such Claim, which compromise or settlement shall be made only with the written consent of the other Party but only if Owner (which may not be unreasonably withheld), unless such Settlement can be achieved without adversely affecting compromise or settlement includes an unconditional release of any claims against the other Party (including any of its Patent Rights). If a Settlement could adversely affect the other Party, then the Owner in which event such written consent of the other Party would be required, which consent Owner shall not be unreasonably withheldrequired. If the Vendor fails to assume the defense of such Claim within fifteen (15) 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 undertake, at the Vendor's cost and expense, the defense, compromise or settlement of such Claim on behalf of and for the account and risk of the Vendor. In the event the Owner assumes the defense of the Claim, the Owner will keep the Vendor reasonably informed of the progress of any such defense, compromise or settlement. The Vendor shall be 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 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. Each Party 9.1 The Licensee shall 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 written notice the Licensor reasonable assistance in 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 Party during actions regarded such alleged infringement, misappropriation or violation. 9.2 The Licensor shall indemnify and hold harmless the Licensee from any claim by a third party alleging that the use of the PHEV IP licensed under this Agreement Term by the Licensee (as contemplated by this Agreement) infringes any Intellectual Property Rights of any that third party, provided (i) known infringement or suspected infringement by a Third Party the Licensor is promptly notified of any FMI Background Patent Rights, FMI Foreground Patent Rights, Roche Background Patent Rights, Roche Foreground Patent Rights or Joint Patent Rights, or the claim; and (ii) known 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 suspected unauthorized use or misappropriation by a Third Party of any FMI Background Know-How, FMI Know-How, Roche Background Know-How, Roche Know-How or Joint Know-Howcompromise. The Licensee shall make no admissions, and shall have no right to defend or take any other action, in relation to i. any such claim by a third party. The Licensee shall moreover provide the other Party with all evidence Licensor reasonable assistance in its possession supporting relation to such infringement or unauthorized use or misappropriation. Within […***…] after a Party provides or receives such written notice (“Decision Period”)claim, as requested by the Party Handling enforcement of such Patent Right as Licensor at the Licensor’s expense. 9.3 The obligation set forth in this Section 2.7, in its sole discretion, shall decide whether 9.2 above does not apply with respect to components or not to initiate portions of such suit or action in the Territory and shall notify the other Party in writing of its decision in writing (“Suit Notice”). For any FMI Background Patent Right or sole FMI Patent Right, FMI in its sole discretion shall decide whether or not to initiate such suit or action in the Territory. FMI shall have full discretion as to how it wishes to handle such suit and may reach Settlement under any terms and conditions it desires and retain all damages, settlement fees or other consideration received in connection therewith. Only if a Settlement could adversely affect Roche shall the written consent of Roche be required, which consent shall not be unreasonably withheld. The term “adversely affect” in the previous sentence shall include, among other things, […***…]. For any sole Roche Background Patent Right or Roche Patent Right, Roche, in its sole discretion, shall decide whether or not to initiate such suit or action in the Territory. Roche shall have full discretion as to how it wishes to handle such suit and may reach Settlement under any terms and conditions it desires and retain all damages, settlement fees or other consideration received in connection therewith. Only if a Settlement could adversely affect FMI shall the written consent of FMI be required, which consent shall not be unreasonably withheld. If for a Joint Patent Right, Roche decides to bring a suit or take action, once Roche provides Suit Notice, Roche may immediately commence such suit or take such action. In the event that Roche components (i) does not in writing advise FMI within provided by the Decision Period that Roche will commence suit or take action, or Licensor; (ii) fails to commence suit or take action within used in a reasonable time after providing Suit Notice, FMI shall thereafter have manner not expressly authorized by this Agreement; (iii) made in accordance with the right to commence suit or take action in the Territory and shall provide written notice Roche of any such suit commenced or action taken Licensee’s specifications; (iv) modified by FMI. Upon written request, the Party bringing suit or taking action (“Initiating Party”) shall keep the other Party informed of the status of any such suit or action and shall provide the other Party with copies, to the extent the Initiating Party is lawfully permitted to do so, of all material documents or communications filed in such suit or action. The Initiating Party shall have the sole and exclusive right to select counsel for any such suit or action. The Initiating Party shall, except as provided below, pay all expenses of the suit or action, including the Initiating Party’s attorneys’ fees and court costs. Any damages, settlement fees or other consideration received as a result of such suit or action shall be allocated as follows: (a) First, to reimburse the Initiating Party for its costs and, if any remains, to the other Party for any advisory counsel fees and costs; and (b) Second, the balance, if any, shall be allocated […***…]. 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 reasonable out-of-pocket expenses incurred by the other Party in rendering such assistance. The other Party shall have the right to participate and be represented in any such suit or action 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 achieved without adversely affecting the other Party (including any of its Patent Rights). If a Settlement could adversely affect the other Party, then the written consent of the other Party would be required, which consent shall not be unreasonably withheld.the

Infringement. 10.1 Each Party shall promptly agrees to provide prompt written notice to the other Party during the Agreement Term of any (i) known alleged infringement or suspected infringement of the Patent Rights by a Third Party third party, and of any FMI Background Patent Rightsavailable evidence thereof, FMI Foreground Patent Rightsof which it becomes aware. 10.2 During the term of this Agreement, Roche Background Patent Rights, Roche Foreground Patent Rights or Joint Patent Rights, or (ii) known or suspected unauthorized use or misappropriation by a Third Party of any FMI Background Know-How, FMI Know-How, Roche Background Know-How, Roche Know-How or Joint Know-How, and shall provide the other Party with all evidence in its possession supporting such infringement or unauthorized use or misappropriation. Within […***…] after a Party provides or receives such written notice (“Decision Period”), the Party Handling enforcement of such Patent Right as set forth in this Section 2.7, in its sole discretion, shall decide whether or not to initiate such suit or action in the Territory and shall notify the other Party in writing of its decision in writing (“Suit Notice”). For any FMI Background Patent Right or sole FMI Patent Right, FMI in its sole discretion shall decide whether or not to initiate such suit or action in the Territory. FMI shall have full discretion as to how it wishes to handle such suit and may reach Settlement under any terms and conditions it desires and retain all damages, settlement fees or other consideration received in connection therewith. Only if a Settlement could adversely affect Roche shall the written consent of Roche be required, which consent shall not be unreasonably withheld. The term “adversely affect” in the previous sentence shall include, among other things, […***…]. For any sole Roche Background Patent Right or Roche Patent Right, Roche, in its sole discretion, shall decide whether or not to initiate such suit or action in the Territory. Roche shall have full discretion as to how it wishes to handle such suit and may reach Settlement under any terms and conditions it desires and retain all damages, settlement fees or other consideration received in connection therewith. Only if a Settlement could adversely affect FMI shall the written consent of FMI be required, which consent shall not be unreasonably withheld. If for a Joint Patent Right, Roche decides to bring a suit or take action, once Roche provides Suit Notice, Roche may immediately commence such suit or take such action. In the event that Roche (i) does not in writing advise FMI within the Decision Period that Roche will commence suit or take action, or (ii) fails to commence suit or take action within a reasonable time after providing Suit Notice, FMI shall thereafter have the right to commence suit or take action in the Territory and shall provide written notice Roche of any such suit commenced or action taken by FMI. Upon written request, the Party bringing suit or taking action (“Initiating Party”) shall keep the other Party informed of the status of any such suit or action and shall provide the other Party with copiesLicensee, to the extent the Initiating Party is lawfully permitted to do soby law, of all material documents or communications filed in such suit or action. The Initiating Party shall have the sole and exclusive right, but shall not be obligated, to prosecute at its own expense all infringements of the Licensed Technology and, in furtherance of such right, Northwestern hereby agrees that Licensee may include Northwestern as a party plaintiff in such suit, without expense to Northwestern, provided, however, that such right to select counsel bring such infringement action shall remain in effect only for so long as the license granted herein remains exclusive. Prior to commencing any such suit 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 judgment or action. The Initiating Party shall, except as provided below, pay all expenses other voluntary final disposition of the suit or action, including may be entered into without the Initiating Party’s attorneys’ fees and court costsprior written consent of Northwestern. Licensee shall indemnify Northwestern against any order for costs that may be made against Northwestern in such proceedings. Any damages, settlement fees or other consideration received as a result of such suit or recovery resulting from an action brought by Licensee shall be allocated distributed as follows: (a) First, to reimburse the Initiating each Party for its costs and, if any remains, to the other Party shall be reimbursed for any advisory counsel fees and costsexpenses it incurred in the action; and (b) Secondas to ordinary damages for past infringement , Licensee shall receive an amount equal to either (i) its lost profits, (ii) a reasonable royalty on the balanceinfringing sales, or (iii) whatever alternative measure of such damages the court shall have applied, and such amount shall be treated as Net Sales for the purpose of calculating running royalties under Section 5.5; and (c) the Parties shall share equally in any additional award, including any special or punitive damages. 10.3 If six (6) months after having become aware of any alleged infringement Licensee has been unsuccessful in persuading the alleged infringer to desist and either has not brought or is not diligently prosecuting an infringement action, or if anyLicensee shall notify Northwestern at any time of its intention not to bring suit against any alleged infringer, 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 be allocated […***…]. If have the Initiating Party believes right, within thirty (30) days after it is reasonably necessary or desirable receives notice of the commencement of such action, to obtain an effective remedy, upon written request intervene and take over the other Party agrees to be joined as a party to sole defense of the suit or action (but shall be under no obligation to participate except only to the extent that such participation is required as of 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 reasonable out-of-pocket expenses incurred by the other Party in rendering such assistance. The other Party shall have the right to participate and be represented in any such suit or action by its own counsel Licensed Technology) at its own expense. The Initiating Party If Northwestern does not exercise this right, Licensee may settletake over the sole defense of the action at Licensee's sole expense. No settlement, consent judgment or otherwise voluntarily dispose other voluntary final disposition of the suit or action (“Settlement”) may be entered into without the prior written consent of the other Party but only if such Settlement can be achieved without adversely affecting the other Party (including any of its Patent Rights). If a Settlement could adversely affect the other Party, then the written consent of the other Party would be requiredNorthwestern, which consent shall not be 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 Party initiating or defending such suit, cooperate in all reasonable respects (including joining as a party 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 accordance with the terms and conditions of this Agreement relating to sublicenses. Any upfront fees as part of such a sublicense shall be shared equally between Licensee and Northwestern; other revenues to Licensee resulting from such a sublicense shall be treated pursuant to Section 5.6.

Infringement. Each 14.1 SMDI warrants to GCS that SMDI owns the know-how, copyrights, maskwork rights, and other intellectual rights to enable GCS to produce the wafers for SMDI lawfully. SMDI hereby indemnifies and holds GCS and its directors, officers, employees and agents harmless from any claim, suit or other liability (including reasonable attorneys, fees and costs) arising out of or resulting from a material breach of the foregoing warranty. 14.2 GCS warrants to SMDI that GCS owns, or otherwise has the right to use, all applicable intellectual property rights to the manufacturing processes which will be used by GCS to produce the wafers. GCS hereby indemnifies and holds SMDI and its directors, officers, employees and agents harmless from any claim, suit or other liability (including reasonable attorneys, fees and costs) arising out of or resulting from a material breach of the foregoing warranty. 14.3 In the event of the institution of any suit or claim against an indemnified party alleging that GCS manufacture of the wafers violates any circuit design patent or mask work, manufacturing process patent, or manufacturing process proprietary right of a third party recognized under the laws of the United States of America (hereinafter "Third Party Rights"), or shall become the subject of any claim for violation of Third Party Rights, the indemnified party shall promptly provide written notice to notify the other Party during the Agreement Term indemnifying party of any (i) known infringement or suspected infringement by a Third Party of any FMI Background Patent Rights, FMI Foreground Patent Rights, Roche Background Patent Rights, Roche Foreground Patent Rights or Joint Patent Rights, or (ii) known or suspected unauthorized use or misappropriation by a Third Party of any FMI Background Know-How, FMI Know-How, Roche Background Know-How, Roche Know-How or Joint Know-How, and shall provide the other Party with all evidence in its possession supporting such infringement or unauthorized use or misappropriation. Within […***…] after a Party provides or receives such written notice (“Decision Period”), the Party Handling enforcement of such Patent Right as set forth in this Section 2.7, in its sole discretion, shall decide whether or not to initiate such suit or action in claim and provide reasonable details thereof. Failure to give such notice, if it materially impairs the Territory and shall notify ability of the other Party in writing of its decision in writing (“Suit Notice”). For any FMI Background Patent Right or sole FMI Patent Right, FMI in its sole discretion shall decide whether or not indemnifying party to initiate defend against such suit or action in the Territory. FMI claim, shall terminate any duty of indemnification under this Section. 14.4 The indemnifying party shall have full discretion as to how it wishes to handle such suit and may reach Settlement under any terms and conditions it desires and retain all damages, settlement fees or other consideration received in connection therewith. Only if a Settlement could adversely affect Roche shall the written consent of Roche be required, which consent shall not be unreasonably withheld. The term “adversely affect” in the previous sentence shall include, among other things, […***…]. For any sole Roche Background Patent Right or Roche Patent Right, Roche, in its sole discretion, shall decide whether or not to initiate such suit or action in the Territory. Roche shall have full discretion as to how it wishes to handle such suit and may reach Settlement under any terms and conditions it desires and retain all damages, settlement fees or other consideration received in connection therewith. Only if a Settlement could adversely affect FMI shall the written consent of FMI be required, which consent shall not be unreasonably withheld. If for a Joint Patent Right, Roche decides to bring a suit or take action, once Roche provides Suit Notice, Roche may immediately commence such suit or take such action. In the event that Roche (i) does not in writing advise FMI within the Decision Period that Roche will commence suit or take action, or (ii) fails to commence suit or take action within a reasonable time after providing Suit Notice, FMI shall thereafter have the right to commence suit or take action in the Territory and shall provide written notice Roche control of any such suit commenced action or action taken by FMI. Upon written request, the Party bringing suit or taking action (“Initiating Party”) shall keep the other Party informed of the status of settlement negotiations relating to any such suit or action claim, and the indemnified party shall provide render all cooperation reasonably requested by the other Party with copies, to the extent the Initiating Party is lawfully permitted to do so, of all material documents or communications filed indemnifying party in such suit or action. The Initiating Party shall have the sole and exclusive right to select counsel for any such suit or action. The Initiating Party shall, except as provided below, pay all expenses of the suit or action, including the Initiating Party’s attorneys’ fees and court costs. Any damages, settlement fees or other consideration received as a result defense of such suit or action shall be allocated as follows: (a) Firstclaim, to reimburse provided that the Initiating Party for its costs and, if any remains, to the other Party for any advisory counsel fees and costs; and (b) Second, the balance, if any, shall be allocated […***…]. 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 indemnified 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 reasonable out-of-pocket expenses incurred by the other Party in rendering such assistance. The other Party shall have the right to participate and be represented in any such suit or action by may retain its own counsel at its own expense. The Initiating Party may settle, consent judgment indemnified party shall not settle or otherwise voluntarily dispose of the attempt to settle any such suit or action (“Settlement”) claim without the express written consent of the other indemnifying party. 14.5 In addition to its duty of indemnification hereunder, the indemnifying party may, at its sole discretion and expense: (a) alter or change the circuit design or manufacturing process, as may be the case, so as to make said design or process non-infringing of any third Party but only Right; or (b) obtain permission from the affected thirty party to use the Third Party right, it being the intention of both parties to continue the performance of this Agreement if such Settlement can be achieved without adversely affecting the other Party (including any of its Patent Rights)commercially reasonable to do so. If a Settlement could adversely affect neither of these methods is appropriate to eliminate the other Party, then the written consent infringement of the other Third Party would be requiredRight, which consent shall not be unreasonably withheldthe indemnifying party at its sole discretion may terminate this Agreement or withdraw the infringing products without any additional obligation or liability to the indemnified party, for lost opportunity or profits or otherwise, due to such termination.

Infringement. Each Party 7.1 The LICENSOR and the LICENSEE shall promptly provide written notice to the other Party during the Agreement Term notify one another as soon as they become aware of any (i) known infringement or suspected infringement of the AGREEMENT PATENTS by a Third Party of any FMI Background Patent Rights, FMI Foreground Patent Rights, Roche Background Patent Rights, Roche Foreground Patent Rights or Joint Patent Rights, or (ii) known or suspected unauthorized use or misappropriation by a Third Party of any FMI Background Know-How, FMI Know-How, Roche Background Know-How, Roche Know-How or Joint Know-How, and THIRD PARTY. They shall provide the other Party supply one another with all evidence items available to them in its possession supporting such order to examine the nature and extent of this. 7.2 If one of the Parties believes that the observed infringement or unauthorized is liable significantly to disrupt the LICENSEE’S use or misappropriation. Within […***…] after a Party provides or receives such written notice (“Decision Period”)of the AGREEMENT PATENTS, the Party Handling enforcement of such Patent Right as set forth in this Section 2.7, in its sole discretion, they shall decide whether or not to initiate such suit or action in the Territory and shall notify approach the other Party in writing of its decision order to discuss the most appropriate measures in writing (“Suit Notice”)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 FMI Background Patent Right or sole FMI Patent Rightissues pertaining to the protection of the AGREEMENT PATENTS, FMI in its sole discretion the LICENSOR shall decide whether or not to initiate such suit or action in be nominated as the Territory. FMI “leader” and shall have full discretion as to how it wishes to handle such suit act following consultation with the LICENSEE and may reach Settlement under shall take account of any terms and conditions it desires and retain all damages, settlement fees or other consideration received in connection therewith. Only if a Settlement could adversely affect Roche shall reasonable comments made by the written consent of Roche be required, which consent shall not be unreasonably withheld. The term “adversely affect” in the previous sentence shall include, among other things, […***…]latter. For any sole Roche Background Patent Right or Roche Patent Right, Rochematters pertaining to the protection of the LICENSEE’S commercial interests, in 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 proceedings shall be payable by the sole discretionLICENSEE. The awards, including any possible damages of a punitive nature, shall decide whether or not be irrevocably acquired by the LICENSEE. It is, however, agreed that after deducting external costs incurred by the LICENSEE for successfully win the legal proceedings, the indemnities, to initiate such suit or action the exclusion of indemnities of a punitive nature, allocated to LICENSEE shall be included in the TerritoryNET INCOME and shall be subject to payment of royalty to the LICENSOR at the applicable rate in accordance with this AGREEMENT. Roche shall have full discretion as to how it wishes to handle such suit and may reach Settlement under any terms and conditions it desires and retain all damages, settlement fees or other consideration received in connection therewith. Only if a Settlement could adversely affect FMI shall It is furthermore agreed that the written consent of FMI be required, which consent shall not be unreasonably withheld. If for a Joint Patent Right, Roche decides to bring a suit or take action, once Roche provides Suit Notice, Roche may immediately commence such suit or take such action. In the event that Roche (i) does not in writing advise FMI within the Decision Period that Roche will commence suit or take action, or (ii) fails to commence suit or take action within a reasonable time after providing Suit Notice, FMI shall thereafter have LICENSOR reserves the right to commence suit or take action in the Territory intervene at their cost and shall provide written notice Roche of any such suit commenced or action taken by FMI. Upon written request, the Party bringing suit or taking action (“Initiating Party”) shall keep the other Party informed of the status of any such suit or action and shall provide the other Party with copies, to the extent the Initiating Party is lawfully permitted to do so, of all material documents or communications filed in such suit or action. The Initiating Party shall have the sole and exclusive right to select counsel for any such suit or action. The Initiating Party shall, except as provided below, pay all expenses of the suit or action, including the Initiating Party’s attorneys’ fees and court costs. Any damages, settlement fees or other consideration received as a result of such suit or action shall be allocated as follows: (a) First, to reimburse the Initiating Party for its costs and, if any remains, to the other Party for any advisory counsel fees and costs; and (b) Second, the balance, if any, shall be allocated […***…]. 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 reasonable out-of-pocket expenses incurred by the other Party in rendering such assistance. The other Party shall have the right to participate and be represented in any such suit or action 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 achieved without adversely affecting the other Party (including any of its Patent Rights). If a Settlement could adversely affect the other Party, then the written consent of the other Party would be required, which consent shall not be unreasonably withheldrisk.

Infringement. Each Party 7.1 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 promptly provide have supplied GENERAL with written evidence demonstrating to GENERAL's reasonable satisfaction prima facie infringement of a claim of a PATENT RIGHT by a third party, COMPANY may by notice request GENERAL to take steps to protect the PATENT RIGHT. GENERAL shall notify COMPANY within three (3) months of the receipt of such notice whether GENERAL intends to prosecute the alleged infringement. If GENERAL notifies COMPANY that it intends to so prosecute, GENERAL shall, within three (three) months of its notice to the other Party during the Agreement Term of any COMPANY either (i) known cause infringement or suspected infringement by a Third Party of any FMI Background Patent Rights, FMI Foreground Patent Rights, Roche Background Patent Rights, Roche Foreground Patent Rights or Joint Patent Rights, to terminate or (ii) known initiate legal proceedings against the infringer. In the event GENERAL notifies COMPANY that GENERAL does not intend to prosecute said infringement COMPANY may, upon notice to GENERAL, initiate legal proceedings against the infringer at COMPANY's expense and in GENERAL's name if so required by law. No settlement, consent judgment or suspected unauthorized use other voluntary final disposition of the suit which invalidates or misappropriation by a Third Party of any FMI Background Know-How, FMI Know-How, Roche Background Know-How, Roche Know-How or Joint Know-How, and shall provide restricts the other Party with all evidence in its possession supporting such infringement or unauthorized use or misappropriation. Within […***…] after a Party provides or receives such written notice (“Decision Period”), the Party Handling enforcement claims of such Patent Right as set forth in this Section 2.7, in its sole discretion, shall decide whether or not to initiate such suit or action in PATENT RIGHTS may be entered into without the Territory and shall notify the other Party in writing of its decision in writing (“Suit Notice”). For any FMI Background Patent Right or sole FMI Patent Right, FMI in its sole discretion shall decide whether or not to initiate such suit or action in the Territory. FMI shall have full discretion as to how it wishes to handle such suit and may reach Settlement under any terms and conditions it desires and retain all damages, settlement fees or other consideration received in connection therewith. Only if a Settlement could adversely affect Roche shall the written consent of Roche be requiredGENERAL, which consent shall not be unreasonably withheld. The term “adversely affect” COMPANY shall indemnify GENERAL against any order for payment that may be made against GENERAL in the previous sentence shall include, among other things, […***…]. For any sole Roche Background Patent Right or Roche Patent Right, Roche, in its sole discretion, shall decide whether or not to initiate such suit or action in the Territory. Roche shall have full discretion as to how it wishes to handle such suit and may reach Settlement under any terms and conditions it desires and retain all damages, settlement fees or other consideration received in connection therewith. Only if a Settlement could adversely affect FMI shall the written consent of FMI be required, which consent shall not be unreasonably withheld. If for a Joint Patent Right, Roche decides to bring a suit or take action, once Roche provides Suit Notice, Roche may immediately commence such suit or take such action. proceedings. 7.3 In the event one party shall initiate or carry on legal proceedings to enforce any PATENT RIGHT against any alleged infringer, the other party shall fully cooperate with and supply all assistance reasonably requested 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 Roche (i) does not in writing advise FMI within the Decision Period that Roche will commence suit or take action, or (ii) fails to commence suit or take action within a reasonable time after providing Suit Notice, FMI shall thereafter have the right to commence suit or take action in the Territory and shall provide written notice Roche of any bear the reasonable expenses (excluding legal fees) incurred by said other party in providing such suit commenced assistance and cooperation as is requested pursuant to this paragraph. The party initiating or action taken by FMI. Upon written request, the Party bringing suit or taking action (“Initiating Party”) carrying on such legal proceedings shall keep the other Party party informed of the status progress of any such suit or action proceedings and said other party shall provide the other Party with copies, be entitled to the extent the Initiating Party is lawfully permitted to do so, of all material documents or communications filed counsel in such suit or action. The Initiating Party shall have the sole and exclusive right to select counsel for any such suit or action. The Initiating Party shall, except as provided below, pay all expenses of the suit or action, including the Initiating Party’s attorneys’ fees and court costsproceedings but at its own expense. Any damages, settlement fees or other consideration received award paid by third parties as a the result of such suit proceedings (whether by way of settlement or action otherwise) shall first be applied to reimbursement of the unreimbursed legal fees and expenses incurred by either party and then the remainder shall be allocated divided between the parties as follows: (a) First(i) If the amount is based on lost profits, to reimburse the Initiating Party for its costs and, if any remains, COMPANY shall receive an amount equal to the other Party for damages the court determines COMPANY has suffered as a result of the infringement less the amount of any advisory counsel fees and costsroyalties 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 (b) Second, the balance, if any, shall be allocated […***…]. 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 reasonable out-of-pocket expenses incurred by the other Party in rendering such assistance. The other Party shall have the right to participate and be represented in any such suit or action 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 achieved without adversely affecting the other Party (including any of its Patent Rights). If a Settlement could adversely affect the other Party, then the written consent of the other Party would be required, which consent shall not be unreasonably withheld.

Infringement. Each Party 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 promptly provide have supplied GENERAL with written evidence demonstrating to GENERAL's reasonable satisfaction prima facie infringement of a claim of a PATENT RIGHT by a third party, NYMOX may by notice request GENERAL to take steps to protect the other Party during PATENT RIGHT, and unless GENERAL shall within three (3) months of the Agreement Term receipt of any such notice either (i) known cause infringement or suspected infringement by a Third Party of any FMI Background Patent Rights, FMI Foreground Patent Rights, Roche Background Patent Rights, Roche Foreground Patent Rights or Joint Patent Rights, to terminate or (ii) known or suspected unauthorized use or misappropriation initiate legal proceedings against the infringer, NYMOX may, upon notice to GENERAL, initiate legal proceedings against the infiinger at NYMOX's expense and in GENERAL's name if so required by a Third Party of law. NYMOX's reasonable and customary expenses for such legal proceedings shall be fully creditable against royalties owed to GENERAL hereunder, provided that in no event shall any FMI Background Know-How, FMI Know-How, Roche Background Know-How, Roche Know-How or Joint Know-How, and shall provide the other Party with all evidence in its possession supporting such infringement or unauthorized use or misappropriation. Within […***…] after a Party provides or receives such written notice (“Decision Period”), the Party Handling enforcement of such Patent Right as set forth in this Section 2.7, in its sole discretion, shall decide whether or not royalty payment to initiate such suit or action in the Territory and shall notify the other Party in writing of its decision in writing (“Suit Notice”). For any FMI Background Patent Right or sole FMI Patent Right, FMI in its sole discretion shall decide whether or not to initiate such suit or action in the Territory. FMI shall have full discretion as to how it wishes to handle such suit and may reach Settlement under any terms and conditions it desires and retain all damages, settlement fees or other consideration received in connection therewith. Only if a Settlement could adversely affect Roche shall the written consent of Roche GENERAL be required, which consent shall not be unreasonably withheld. The term “adversely affect” in the previous sentence shall include, among other things, […***…]. For any sole Roche Background Patent Right or Roche Patent Right, Roche, in its sole discretion, shall decide whether or not to initiate such suit or action in the Territory. Roche shall have full discretion as to how it wishes to handle such suit and may reach Settlement under any terms and conditions it desires and retain all damages, settlement fees or other consideration received in connection therewith. Only if a Settlement could adversely affect FMI shall the written consent of FMI be required, which consent shall not be unreasonably withheld. If for a Joint Patent Right, Roche decides to bring a suit or take action, once Roche provides Suit Notice, Roche may immediately commence such suit or take such action. reduced by more than 50%. 8.3 In the event one party shall initiate or carry on legal proceedings to enforce any PATENT RIGHT against any alleged infringer, and 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 Roche (i) does not in writing advise FMI within the Decision Period that Roche will commence suit or take action, or (ii) fails to commence suit or take action within a reasonable time after providing Suit Notice, FMI shall thereafter have the right to commence suit or take action in the Territory and shall provide written notice Roche of any bear the reasonable expenses (excluding legal fees) incurred by said other party in providing such suit commenced assistance and cooperation as is requested pursuant to this paragraph. The party initiating or action taken by FMI. Upon written request, the Party bringing suit or taking action (“Initiating Party”) carrying on such legal proceedings shall keep the other Party party informed of the status progress of any such suit or action proceedings and said other party shall provide the other Party with copies, be entitled to the extent the Initiating Party is lawfully permitted to do so, of all material documents or communications filed counsel in such suit or action. The Initiating Party shall have the sole and exclusive right to select counsel for any such suit or action. The Initiating Party shall, except as provided below, pay all expenses of the suit or action, including the Initiating Party’s attorneys’ fees and court costs. Any damages, settlement fees or other consideration received as a result of such suit or action shall be allocated as follows: (a) First, to reimburse the Initiating Party for its costs and, if any remains, to the other Party for any advisory counsel fees and costs; and (b) Second, the balance, if any, shall be allocated […***…]. 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 proceedings 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 reasonable out-of-pocket expenses incurred by the other Party in rendering such assistance. The other Party shall have the right to participate and be represented in any such suit or action by its own counsel at its own expense. The Initiating Party may settle, consent judgment Any award paid by third parties as the result of such proceedings (whether by way of settlement or otherwise voluntarily dispose otherwise) shall first be applied to reimbursement of the suit or action (“Settlement”) without unreimbursed legal fees and expenses incurred by either party and then to the written consent payment to GENES of the other Party but only 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, NYMOX shall receive an amount equal to the damages the court determines NYMOX 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 NYMOX as a result of the infringement had NYMOX made such sales; and (ii) GENERAL shall receive an amount equal to the royalties it would have received if such Settlement can be achieved without adversely affecting sales had been made by 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 (including any of its Patent Rights). If a Settlement could adversely affect party. 8.4 For the other Party, then the written consent 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 Party would acts as may be required, which consent shall not be unreasonably withheldnecessary.

Infringement. Each Party 15.1 The REPRESENTATIVE and ARKEMA shall promptly provide written notice keep each other fully and rapidly informed with respect of any third party infringement in relation to PATENTS of which they may become aware and/or of any infringement claims or actions which may be taken against them in respect of the PATENTS. 15.2 Should there be a third party infringement of the PATENTS in the FIELD, the CO- OWNERS may at their sole expense undertake a legal action against the infringing party with the understanding that any compensation and damages awarded therefore are fly and irrevocably granted to them. The foregoing shall not prevent ARKEMA from intervening in any such action at its sole expense in compensation for its own prejudice. Any indemnification or damages which may be awarded by a court decision for said prejudice will belong entirely to ARKEMA, subject to the other Party during SUBLICENSE REVENUES definition. 15.3 As an exclusive licensee under the Agreement Term PATENTS for the PRODUCTS 1 and in the FIELD only, ARKEMA is not entitled to undertake legal action against an infringing party based on the PATENTS’ infringement. Should the CO-OWNERS decide not to undertake such legal action against the infringing party and provided that XXXXXX has expressed its wish to do so, the REPRESENTATIVE may, if it wishes so and subject to the rights already granted to third parties under the PATENTS and in the TERRITORY, authorize ARKEMA to undertake such action at its own initiative and in its sole name. For the avoidance of doubt, nothing in the present Article shall be deemed as obliging any CO-OWNER to authorize ARKEMA to undertake said legal action. In such event, any legal costs and any damages awarded by a court decision in relation with PATENTS infringement shall belong entirely to ARKEMA, subject to the SUBLICENSE REVENUES definition. These provisions will apply, subject to mandatory legal provisions applicable in the country where the infringement has occurred. Should an action in infringement be declared inadmissible owing ARKEMA not having the capacity to act, or if it can reasonably be anticipated that an action which XXXXXX proposes to bring is declared inadmissible for that reason, the CO-OWNERS shall provide, upon XXXXXX’x written request, all powers which might be necessary to act instead of the CO-OWNERS. In such event, any legal costs and any damages awarded by a court decision in relation with PATENTS infringement shall belong entirely to ARKEMA subject to the SUBLICENSING REVENUES definition. It is specified that the provisions of this Article 15.3 will not apply to cases of infringement of the PATENTS outside the FIELD and TERRITORY, which fall solely within the competence of the CO-OWNERS or any third party designated by them. Should (i) known infringement or suspected infringement by the CO-OWNERS decide not to undertake a Third Party of any FMI Background Patent Rights, FMI Foreground Patent Rights, Roche Background Patent Rights, Roche Foreground Patent Rights or Joint Patent Rights, or legal action against an infringing party and (ii) known ARKEMA be not authorized by the CO-OWNERS or suspected unauthorized use or misappropriation by a Third Party be entitled under the law of any FMI Background Know-How, FMI Know-How, Roche Background Know-How, Roche Know-How or Joint Know-How, and shall provide the other Party with all evidence in its possession supporting such country where the potential infringement or unauthorized use or misappropriation. Within […***…] after a Party provides or receives such written notice (“Decision Period”), the Party Handling enforcement of such Patent Right as set forth in this Section 2.7, in its sole discretion, shall decide whether or not to initiate such suit or action in the Territory and shall notify the other Party in writing of its decision in writing (“Suit Notice”). For any FMI Background Patent Right or sole FMI Patent Right, FMI in its sole discretion shall decide whether or not to initiate such suit or action in the Territory. FMI shall have full discretion as to how it wishes to handle such suit and may reach Settlement under any terms and conditions it desires and retain all damages, settlement fees or other consideration received in connection therewith. Only if a Settlement could adversely affect Roche shall the written consent of Roche be required, which consent shall not be unreasonably withheld. The term “adversely affect” in the previous sentence shall include, among other things, […***…]. For any sole Roche Background Patent Right or Roche Patent Right, Roche, in its sole discretion, shall decide whether or not to initiate such suit or action in the Territory. Roche shall have full discretion as to how it wishes to handle such suit and may reach Settlement under any terms and conditions it desires and retain all damages, settlement fees or other consideration received in connection therewith. Only if a Settlement could adversely affect FMI shall the written consent of FMI be required, which consent shall not be unreasonably withheld. If for a Joint Patent Right, Roche decides occurs to bring a legal action based on the PATENTS’ infringement, paragraphs (i) and (ii) above being cumulative, the PARTIES will define in good faith a reduced royalty rate applicable on the NET SALES in the said country. 15.4 Should any infringement suit or take actionbe brought against ARKEMA, once Roche provides Suit Noticeits AFFILIATES, Roche its SUBLICENSEES and/or its DISTRIBUTORS with respect to the commercial exploitation of PRODUCTS due to the use of the PATENTS and/or the implementation of the PATENTS in the FIELD, the CO-OWNERS shall provide ARKEMA with the documents and reasonable assistance which may immediately commence be required for its defense and/or defense of its AFFILIATES, its SUBLICENSEES and/or its DISTRIBUTORS, but subject to compliance with the interests of all licensees of the PATENTS. If such suit or take such actionan action for infringement is found to be admissible, ARKEMA will hold the CO-OWNERS harmless; in accordance with the provisions of Article 11, ARKEMA will not be permitted to call any guarantee and cannot claim any compensation from the CO-OWNERS, and ARKEMA cannot claim any refund of amounts of any kind already paid to the REPRESENTATIVE, nor any reduction in amounts due at the time of the final court decision. In the event that Roche (i) does not in writing advise FMI within the Decision Period that Roche will commence suit or take action, or (ii) fails to commence suit or take action within a reasonable time after providing Suit Notice, FMI shall thereafter have the right to commence suit or take action in the Territory and shall provide written notice Roche of cancellation of any such suit commenced or action taken by FMI. Upon written requestof the PATENTS, the Party bringing suit provisions of Articles 11 and 12 will be applied, and no waivers may be permitted. 15.5 The PARTIES agree to provide each other with any documents and assistance (except for financial assistance) which may be required for the above mentioned actions. 15.6 Notwithstanding early termination or taking action (“Initiating Party”) shall keep the other Party informed expiration of the status of any such suit or action and shall provide the other Party with copiespresent Agreement, to the extent the Initiating Party is lawfully permitted to do so, of all material documents or communications filed in such suit or action. The Initiating Party shall have the sole and exclusive right to select counsel for any such suit or action. The Initiating Party shall, except as provided below, pay all expenses provisions of the suit present Article 15 shall remain in full effect as long as actions in infringement may be undertaken against or actionby ARKEMA, including its AFFILIATES and/or its SUBLICENSEES on the Initiating Party’s attorneys’ fees and court costs. Any damages, settlement fees or other consideration received as a result of such suit or action shall be allocated as follows: (a) First, to reimburse the Initiating Party for its costs and, if any remains, to the other Party for any advisory counsel fees and costs; and (b) Second, the balance, if any, shall be allocated […***…]. 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 reasonable out-of-pocket expenses incurred by the other Party in rendering such assistance. The other Party shall have the right to participate and be represented in any such suit or action by its own counsel at its own expense. The Initiating Party may settle, consent judgment or otherwise voluntarily dispose grounds of the suit or action (“Settlement”) without the written consent use of the other Party but only if such Settlement can be achieved without adversely affecting the other Party (including any of its Patent Rights). If a Settlement could adversely affect the other Party, then the written consent of the other Party would be required, which consent shall not be unreasonably withheldPATENTS.

Infringement. Each Party 7.1 LICENSEE shall inform M.I.T. promptly provide written notice to the other Party during the Agreement Term of any (i) known infringement or suspected infringement by a Third Party of any FMI Background Patent Rights, FMI Foreground Patent Rights, Roche Background Patent Rights, Roche Foreground Patent Rights or Joint Patent Rights, or (ii) known or suspected unauthorized use or misappropriation by a Third Party of any FMI Background Know-How, FMI Know-How, Roche Background Know-How, Roche Know-How or Joint Know-How, and shall provide the other Party with all evidence in its possession supporting such infringement or unauthorized use or misappropriation. Within […***…] after a Party provides or receives such written notice (“Decision Period”), the Party Handling enforcement of such Patent Right as set forth in this Section 2.7, in its sole discretion, shall decide whether or not to initiate such suit or action in the Territory and shall notify the other Party in writing of its decision in writing (“Suit Notice”). For any FMI Background Patent Right or sole FMI Patent Rightalleged infringement of the PATENT RIGHTS by a third party and of any available evidence thereof. 7.2 During the term of this Agreement, FMI in its sole discretion shall decide whether or not to initiate such suit or action in the Territory. FMI LICENSEE shall have full discretion 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 how it wishes 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 handle such suit and may reach Settlement under any terms and conditions it desires and retain all damagesbring an infringement action shall remain in effect only for so long as the license granted herein remains exclusive. No settlement, settlement fees consent judgment or other consideration received 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. Only if a Settlement could adversely affect Roche shall the written consent Any recovery of Roche be required, which consent shall not be unreasonably withheld. The term “adversely affect” in the previous sentence shall include, among other things, […***…]. For any sole Roche Background Patent Right or Roche Patent Right, Roche, in its sole discretion, shall decide whether or not to initiate such suit or action in the Territory. Roche shall have full discretion as to how it wishes to handle such suit and may reach Settlement under any terms and conditions it desires and retain all damages, settlement fees or other consideration received in connection therewith. Only if a Settlement could adversely affect FMI shall the written consent of FMI be required, which consent shall not be unreasonably withheld. If for a Joint Patent Right, Roche decides to bring a suit or take action, once Roche provides Suit Notice, Roche may immediately commence such suit or take such action. In the event that Roche (i) does not in writing advise FMI within the Decision Period that Roche will commence suit or take action, or (ii) fails to commence suit or take action within a reasonable time after providing Suit Notice, FMI shall thereafter have the right to commence suit or take action in the Territory and shall provide written notice Roche of any such suit commenced or action taken damages by FMI. Upon written request, the Party bringing suit or taking action (“Initiating Party”) shall keep the other Party informed of the status of any such suit or action and shall provide the other Party with copies, to the extent the Initiating Party is lawfully permitted to do so, of all material documents or communications filed in such suit or action. The Initiating Party shall have the sole and exclusive right to select counsel 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 actionwithheld and applied pursuant to this Article VII. The Initiating Party shallbalance 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. 7.4 If within six (6) months after having been notified of any alleged infringement, except as provided belowLICENSEE 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, pay all expenses 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 suit or actionPATENT RIGHTS, including the Initiating Party’s attorneys’ fees and court costs. Any damagesand, settlement fees or other consideration received as a result in furtherance of such suit or action shall be allocated as follows: (a) Firstright, to reimburse the Initiating Party for its costs and, if any remains, to the other Party for any advisory counsel fees and costs; and (b) Second, the balance, if any, shall be allocated […***…]. If the Initiating Party believes it is reasonably necessary or desirable to obtain an effective remedy, upon written request the other Party LICENSEE hereby agrees to be joined that M.I.T. may include LICENSEE 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 reasonable out-of-pocket expenses incurred by the other Party in rendering such assistance. The other Party shall have the right to participate and be represented plaintiff in any such suit or action by its own counsel at its own expensesuit, without expense to LICENSEE. The Initiating Party may settle, consent judgment total cost of any such infringement action commenced or otherwise voluntarily dispose of the suit or action (“Settlement”) without the written consent of the other Party but only if such Settlement can defended solely by M.I.T. shall be achieved without adversely affecting the other Party (including any of its Patent Rights). If a Settlement could adversely affect the other Party, then the written consent of the other Party would be required, which consent shall not be unreasonably withheld.borne by M.I.T.,

Infringement. (1) Each Party shall promptly provide written notice to notify the other Party during the Agreement Term in writing of any (i) known conflicting use or apparent act of infringement or suspected infringement by a Third Party appropriation of any FMI Background Burcon Technology or Burcon Patent RightsRights by any Person which comes to its attention. (2) As long as the Exclusive License is in effect, FMI Foreground Patent Rightsthe Corporation shall have the right, Roche Background Patent Rightsbut not the obligation, Roche Foreground at its expense, to bring suit in its own name, or if required by law, jointly with Burcon, at the Corporation’s expense and on its own behalf, for infringement of Burcon’s Patent Rights or Joint Patent Rightsmis-appropriation of Burcon Technology, or (ii) known or suspected unauthorized use or misappropriation by a Third Party of any FMI Background Know-How, FMI Know-How, Roche Background Know-How, Roche Know-How or Joint Know-How, and shall provide the other Party with all evidence in its possession supporting such infringement or unauthorized use or misappropriation. Within […***…] after a Party provides or receives such written notice (“Decision Period”), the Party Handling enforcement of such Patent Right as set forth in this Section 2.7, in its sole discretion, shall decide whether or not to initiate such suit or action in the Territory and shall notify the other Party in writing of its decision in writing (“Suit Notice”). For any FMI Background Patent Right or sole FMI Patent Right, FMI in its sole discretion shall decide whether or not to initiate such suit or action in the Territory. FMI shall have full discretion as to how it wishes to handle such suit and may reach Settlement under any terms and conditions it desires and retain all damages, settlement fees or other consideration received in connection therewith. Only if a Settlement could adversely affect Roche shall the written consent of Roche be required, which consent shall not be unreasonably withheld. The term “adversely affect” in the previous sentence shall include, among other things, […***…]. For any sole Roche Background Patent Right or Roche Patent Right, Roche, in its sole discretion, shall decide whether or not to initiate such suit or action in the Territory. Roche shall have full discretion as to how it wishes to handle such suit and may reach Settlement under any terms and conditions it desires and retain all damages, settlement fees or other consideration received in connection therewith. Only if a Settlement could adversely affect FMI shall the written consent of FMI be required, which consent shall not be unreasonably withheld. If for a Joint Patent Right, Roche decides to bring a suit or take action, once Roche provides Suit Notice, Roche may immediately commence such suit or take such action. In the event provided that Roche (i) does not in writing advise FMI within the Decision Period that Roche will commence suit or take action, or (ii) fails to commence suit or take action within a reasonable time after providing Suit Notice, FMI shall thereafter have the right to commence suit or take action in the Territory and shall provide written notice Roche of any such suit commenced or action taken by FMI. Upon written request, the Party bringing suit or taking action (“Initiating Party”) shall keep the other Party informed of the status of any such suit or action and shall provide the other Party with copies, to the extent the Initiating Party is lawfully permitted to do so, of all material documents or communications filed in such suit or action. The Initiating Party shall have the sole and exclusive right to select counsel for any such suit or action. The Initiating Party shall, except as provided below, pay all expenses of the suit or action, including the Initiating Party’s attorneys’ fees and court costs. Any damages, settlement fees or other consideration received as a result of such suit or action shall be allocated as follows: (a) First, to reimburse the Initiating Party for its costs and, if any remains, to the other Party for any advisory counsel fees and costs; and (b) Second, the balance, if any, shall be allocated […***…]. 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 reasonable out-of-pocket expenses incurred by the other Party in rendering such assistance. The other Party Burcon shall have the right to participate in and be represented in control any aspect of any such suit which relates to the validity of any patent included in Burcon’s Patent Rights or Burcon Improvements. In any such suit brought by the Corporation to collect damages, profits and awards of whatever nature for such infringement, the Corporation shall be entitled, subject to the provisions of this Section 6.1(2), to certain damages collected under such suit. In connection with such suit, the Corporation also has the right to settle any claim or suit for infringement with the prior written consent of Burcon, which consent will not be unreasonably withheld and provided that, in the reasonable opinion of Burcon’s counsel, such action shall not jeopardize any Burcon Technology or Burcon Improvements. Any money obtained from damages, profits, awards, settlements or sublicense granted to an accused infringer by its own counsel the Corporation will be paid out in the following order: [commercially sensitive information redacted]. [commercially sensitive information redacted]. (3) If the Corporation does not elect to pursue a suit for infringement by giving written notice to that effect to Burcon within sixty (60) days of a notice of conflicting use or apparent act of infringement or appropriation being given by either party under Section 6.1(1), or if the Corporation otherwise fails to pursue such a suit to Burcon’s reasonable satisfaction, or at any time if the Non-Exclusive License is in effect, Burcon shall have the right, but not the obligation, at its own expense, to take such steps as it may consider necessary to terminate any infringement or appropriation. The Initiating Party If Burcon has chosen to take steps to terminate the infringement or appropriation, the Corporation shall take such steps as may settlebe reasonably requested by Burcon to assist Burcon in terminating such infringement or appropriation and shall take any action or proceeding reasonably requested by Burcon, consent judgment at the expense of Burcon. If Burcon exercises its right to take such steps as it may consider necessary to terminate or otherwise voluntarily dispose settle any infringement or appropriation under this Section 6.1(3), Burcon shall be entitled to certain damages collected in connection therewith. If the resolution or settlement of the suit for infringement pursued by Burcon in accordance with this Section 6.1(3) requires Burcon to grant a sublicense of the Burcon Technology or action the Burcon Patent Rights to the accused infringer, the Corporation will not unreasonably withhold its consent to such sublicense of rights. Any money obtained from damages, profits, awards, settlement or sublicense granted to an accused infringer by Burcon will be paid out in the following order: (“Settlement”4) without Subject to the written consent of foregoing, each Party shall cooperate and assist, and cause its employees and representatives to assist, the other Party but only if such Settlement can be achieved without adversely affecting to the other Party (including any of its Patent Rights). If a Settlement could adversely affect fullest extent possible, at the other Party, then the written consent expense of the other Party would be requiredbringing the suit, which consent shall not be unreasonably withheldregarding an action or proceeding brought under this Section 6.1.

Infringement. Each (a) If either Party or its Affiliates receives a written notice from a Third Party alleging that the development or commercialization of a Product infringes or otherwise violates the intellectual property rights of such Third Party, then such Party shall promptly provide written notice to the other Party during the Agreement Term of any (i) known infringement or suspected infringement by a Third Party of any FMI Background Patent Rights, FMI Foreground Patent Rights, Roche Background Patent Rights, Roche Foreground Patent Rights or Joint Patent Rights, or (ii) known or suspected unauthorized use or misappropriation by a Third Party of any FMI Background Know-How, FMI Know-How, Roche Background Know-How, Roche Know-How or Joint Know-How, and shall provide the other Party with all evidence in its possession supporting such infringement or unauthorized use or misappropriation. Within […***…] after a Party provides or receives such written notice (“Decision Period”), the Party Handling enforcement of such Patent Right as set forth in this Section 2.7, in its sole discretion, shall decide whether or not to initiate such suit or action in the Territory and shall notify the other Party in writing of its decision the allegation. As soon as reasonably practicable after the receipt of such notice, the Parties shall meet and consider the appropriate course of action with respect to the allegation. The Parties shall at all times cooperate, share all material notices and filings in writing (“Suit Notice”)a * Portions omitted pursuant to a request for confidential treatment and filed separately with the Securities and Exchange Commission. For any FMI Background Patent Right or sole FMI Patent Righttimely manner, FMI in its sole discretion shall decide whether or not provide all reasonable assistance to initiate such suit or action in the Territoryeach other. FMI Each Party shall have full discretion as the right to how it wishes to handle such suit and defend any action naming it. Neither Party may reach Settlement under any terms and conditions it desires and retain all damages, enter into a settlement fees or consent judgment or other consideration received in connection therewith. Only if voluntary final disposition of a Settlement could adversely affect Roche shall suit under this Section that materially affects the written other Party’s rights or interests without the consent of Roche be requiredthe other Party, which consent shall not be unreasonably withheld. The term “adversely affect” in the previous sentence shall include, among other things, […***…]- or delayed. For the sake of clarity, the rights and obligations in this Section relating to notice, cooperation and limitations on settlement shall apply even if only one Party defends the relevant action. (b) SurModics shall inform Merck of any sole Roche Background certification regarding any SurModics Patent Right Rights it has received pursuant to either 21 U.S.C. §§355(b)(2)(A)(iv) or Roche Patent Right, Roche, in (j)(2)(A)(vii)(IV) or its sole discretion, shall decide whether or not to initiate such suit or action in the Territory. Roche shall have full discretion as to how it wishes to handle such suit and may reach Settlement under any terms and conditions it desires and retain all damages, settlement fees or other consideration received in connection therewith. Only if a Settlement could adversely affect FMI shall the written consent of FMI be required, which consent shall not be unreasonably withheld. If for a Joint Patent Right, Roche decides to bring a suit or take action, once Roche provides Suit Notice, Roche may immediately commence such suit or take such action. In the event that Roche (i) does not in writing advise FMI within the Decision Period that Roche will commence suit or take actionsuccessor provisions, or (ii) fails to commence suit or take action within any similar provisions in a reasonable time after providing Suit Notice, FMI shall thereafter have the right to commence suit or take action country in the Territory other than the United States, and shall provide written notice Roche Merck with a copy of such certification within [*] of receipt. SurModics’ and Merck’s rights with respect to the initiation and prosecution of any such suit commenced or legal action taken by FMI. Upon written request, the Party bringing suit or taking action (“Initiating Party”) shall keep the other Party informed of the status of any such suit or action and shall provide the other Party with copies, to the extent the Initiating Party is lawfully permitted to do so, of all material documents or communications filed in such suit or action. The Initiating Party shall have the sole and exclusive right to select counsel for any such suit or action. The Initiating Party shall, except as provided below, pay all expenses of the suit or action, including the Initiating Party’s attorneys’ fees and court costs. Any damages, settlement fees or other consideration received as a result of such suit certification or any recovery obtained as a result of such legal action shall be allocated as follows: (a) Firstdefined in paragraphs 7.4(a)-(d); provided, however, that SurModics shall exercise its first right to reimburse initiate and prosecute any action and shall inform Merck of such decision within [*] of receipt of the Initiating Party for its costs andcertification, if any remains, after which time Merck shall have the right to the other Party for any advisory counsel fees initiate and costs; and (b) Second, the balance, if any, shall be allocated […***…]. 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 prosecute such participation is required as the result of its being a named party to the suit or action. At Regardless of which Party has the Initiating Party’s written requestright to initiate and prosecute such action, both Parties shall, as soon as practicable after receiving notice of such certification, convene and consult with each other regarding the other Party shall offer reasonable assistance to the Initiating Party in connection therewith at no charge to the Initiating Party except appropriate course of conduct for reimbursement of reasonable out-of-pocket expenses incurred by the other Party in rendering such assistanceaction. The other non-initiating Party shall have the right to be kept fully informed and participate in decisions regarding the appropriate course of conduct for such action, and be represented the right to join and participate in any such 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 achieved without adversely affecting the other Party (including any of its Patent Rights). If a Settlement could adversely affect the other Party, then the written consent of the other Party would be required, which consent shall not be unreasonably withheldaction.

Infringement. ​ 10.1 Each Party shall promptly provide written immediately give notice to the other Party during if any member of the Agreement Term Trust, the PTC Group or their Staff become aware of: ​ (a) any infringement of the Background Intellectual Property or Programme Intellectual Property; or ​ (b) any claim by a Third Party that an action carried out under the Programme infringes the Intellectual Property or other rights of any (i) known Third Party. 10.2 In respect of any Background Intellectual Property or Programme Intellectual Property, where any infringement or suspected infringement arises, or a claim by a Third Party alleging infringement of any FMI Background Patent Rightsthat Third Party’s Intellectual Property or other rights arises, FMI Foreground Patent Rightsthen: ​ (a) As soon as possible after receiving the notice required by Clause 10.1, Roche Background Patent Rightsthe Parties will convene a meeting of the IPMG at which the IPMG shall discuss in good faith all available evidence with respect to the matters underlying the notice, Roche Foreground Patent Rights and the appropriate manner of addressing such matters, including preventing or Joint Patent Rightsstopping infringing activities (for example, by seeking a preliminary injunction), preserving the Parties’ rights to past and future damages (for example, by sending a cease and desist letter) defending against declaratory judgment actions with respect thereto, or (ii) known taking any other actions, or suspected unauthorized use or misappropriation by a Third Party of any FMI Background Know-Howno actions, FMI Know-Howas the Parties shall determine. The IPMG shall take into account each Party’s interest in formulating the response, Roche Background Know-Howif any, Roche Know-How or Joint Know-How, and shall provide the other Party with all evidence in its possession supporting such to infringement or unauthorized use threatened infringement of such Background Intellectual Property or misappropriation. Within […***…] after Programme Intellectual Property, including the relative merits of patent litigation versus the nature, scope and potential economic consequences of the Infringement. (b) Unless otherwise determined by the IPMG as part of its consideration of an overall patent strategy, or pursuant to its evaluation of a Party provides or receives such written notice (“Decision Period”pursuant to Clause 10.2(a), the Party Handling enforcement of such Patent Right as set forth in this Section 2.7, in its sole discretion, shall decide whether or not to initiate such suit or action in the Territory and shall notify the other Party in writing of its decision in writing (“Suit Notice”). For any FMI Background Patent Right or sole FMI Patent Right, FMI in its sole discretion shall decide whether or not to initiate such suit or action in the Territory. FMI shall have full discretion as to how it wishes to handle such suit and may reach Settlement under any terms and conditions it desires and retain all damages, settlement fees or other consideration received in connection therewith. Only if a Settlement could adversely affect Roche shall member of the written consent PTC Group (or any licensee of Roche be required, which consent shall a member of the PTC Group) is exploiting the relevant Programme Intellectual Property but PTC notifies the Trust that it does not be unreasonably withheld. The term “adversely affect” in the previous sentence shall include, among other things, […***…]. For any sole Roche Background Patent Right or Roche Patent Right, Roche, in its sole discretion, shall decide whether or not intend to initiate such suit or action in the Territory. Roche shall have full discretion as to how it wishes to handle such suit and may reach Settlement under any terms and conditions it desires and retain all damages, settlement fees or other consideration received in connection therewith. Only if a Settlement could adversely affect FMI shall the written consent of FMI be required, which consent shall not be unreasonably withheld. If for a Joint Patent Right, Roche decides to bring a suit or take action, once Roche provides Suit Notice, Roche may immediately commence such suit or take such action, the Trust, at its discretion and cost may ​ ​ ​ take such action as it shall consider to be necessary or appropriate to bring or defend an action on behalf of the relevant member of the PTC Group or licensee thereof and PTC shall (and shall procure that relevant members of the PTC Group shall) provide all reasonable assistance to Trust as the Trust may request (at the Trust’s cost); and (c) Unless otherwise determined by the IPMG as part of its consideration of an overall patent strategy, or pursuant to its evaluation of a notice pursuant to Clause 10.2(a), if the Trust (or any licensee of the Trust) is exploiting the relevant Programme Intellectual Property following exercise of its rights pursuant to Clause 12, the Trust may take such action as it shall consider to be necessary or appropriate at its discretion and expense to bring or defend an action on behalf of the relevant member of the PTC Group. PTC shall (and PTC shall procure that the relevant member of the PTC Group shall) give the Trust all reasonable assistance as the Trust may request (at the Trust’s cost) in relation to such action, including granting the Trust the right to bring such action in PTC’s name. ​ 10.3 In the event that Roche (i) does not in writing advise FMI within any enforcement or defence action whether by a member of the Decision Period that Roche will commence suit or take action, or (ii) fails to commence suit or take action within a reasonable time after providing Suit Notice, FMI shall thereafter have PTC Group and/or the right to commence suit or take action Trust results in the Territory recovery of legal costs and/or an award of damages, such sums shall be distributed in accordance with the following the following order of priority: (a) first, to reimburse each Party for all litigation costs in connection with such proceeding paid by that Party and shall provide written notice Roche of any such suit commenced or action taken by FMI. Upon written request, the Party bringing suit or taking action not otherwise recovered (“Initiating on a pro rata basis based on each Party”) shall keep the other Party informed of the status of any such suit or action and shall provide the other Party with copies’s respective litigation costs, to the extent the Initiating recovery was less than all such litigation costs); and (b) second, [**] percent ([**]%) to the enforcing Party is lawfully permitted and [**] percent ([**]%) to do so, of all material documents or communications filed in such suit or actionthe non-enforcing Party. The Initiating Party shall have ​ 10.4 Notwithstanding the sole and exclusive right to select counsel for any such suit or action. The Initiating Party shallabove, except as provided belowmay be agreed otherwise by the Parties following good-faith discussions, pay all expenses of the suit no Party shall enforce their rights under any Programme Intellectual Property for infringement or action, including the Initiating Party’s attorneys’ fees and court costs. Any damages, settlement fees or other consideration received as a result of such suit or action shall be allocated as follows:potential infringement by: ​ (a) First, to reimburse the Initiating Party any organisation operating on a Not for its costs and, if Profit Basis or any remains, to the other Party for any advisory counsel fees and costscharitable organisation which is conducting non-commercially sponsored research; andand/or ​ (b) Second, the balance, if any, shall be allocated […***…]any person carrying out non-commercially sponsored research on behalf of any organisation operating on a Not for Profit basis or any charitable organisation. 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 reasonable out-of-pocket expenses incurred by the other Party in rendering such assistance. The other Party shall have the right to participate and be represented in any such suit or action 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 achieved without adversely affecting the other Party (including any of its Patent Rights). If a Settlement could adversely affect the other Party, then the written consent of the other Party would be required, which consent shall not be unreasonably withheld.​

Infringement. Each Party 7.1 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. However, in recognition of the extensive investment AGA has made and continues to make in the commercialization of PRODUCT in the PRIMARY LICENSE TERRITORY, GENERAL agrees that it will not undertake any such action in the PRIMARY LICENSE TERRITORY unilaterally without consulting AGA and will refrain from taking any such action if AGA can promptly present sound commercial reason against doing so, provided that in GENERAL’S sole judgment, reasonably exercised, such refraining will not constitute laches, or raise an estoppel, or run out the statute of limitations, or otherwise jeopardize GENERAL’S ability to protect or enforce the PATENT RIGHTS against the same infringer or other infringers if at any time GENERAL should wish to do so. 7.2 If AGA shall promptly provide have supplied GENERAL by written notice evidence demonstrating to GENERAL’S reasonable satisfaction infringement of a VALID CLAIM of an issued PRIMARY PATENT RIGHT by a third party in the other Party during PRIMARY LICENSE TERRITORY, AGA may, by such notice, request GENERAL to take steps to protect the Agreement Term VALID CLAIM. GENERAL shall notify AGA within [**] months of any the receipt of such notice whether GENERAL intends to prosecute the alleged infringer. If GENERAL notifies AGA that it intends to so prosecute, GENERAL shall, within [**] months of its notice to AGA either (i) known cause infringement or suspected infringement by a Third Party of any FMI Background Patent Rights, FMI Foreground Patent Rights, Roche Background Patent Rights, Roche Foreground Patent Rights or Joint Patent Rights, to terminate or (ii) known or suspected unauthorized use or misappropriation by a Third Party of any FMI Background Know-How, FMI Know-How, Roche Background Know-How, Roche Know-How or Joint Know-How, and shall provide initiate legal proceedings against the other Party with all evidence in its possession supporting such infringement or unauthorized use or misappropriation. Within […***…] after a Party provides or receives such written notice (“Decision Period”), the Party Handling enforcement of such Patent Right as set forth in this Section 2.7, in its sole discretion, shall decide whether or not to initiate such suit or action in the Territory and shall notify the other Party in writing of its decision in writing (“Suit Notice”). For any FMI Background Patent Right or sole FMI Patent Right, FMI in its sole discretion shall decide whether or not to initiate such suit or action in the Territory. FMI shall have full discretion as to how it wishes to handle such suit and may reach Settlement under any terms and conditions it desires and retain all damages, settlement fees or other consideration received in connection therewith. Only if a Settlement could adversely affect Roche shall the written consent of Roche be required, which consent shall not be unreasonably withheld. The term “adversely affect” in the previous sentence shall include, among other things, […***…]. For any sole Roche Background Patent Right or Roche Patent Right, Roche, in its sole discretion, shall decide whether or not to initiate such suit or action in the Territory. Roche shall have full discretion as to how it wishes to handle such suit and may reach Settlement under any terms and conditions it desires and retain all damages, settlement fees or other consideration received in connection therewith. Only if a Settlement could adversely affect FMI shall the written consent of FMI be required, which consent shall not be unreasonably withheld. If for a Joint Patent Right, Roche decides to bring a suit or take action, once Roche provides Suit Notice, Roche may immediately commence such suit or take such actioninfringer. In the event GENERAL notifies AGA that Roche (i) GENERAL does not intend to prosecute the alleged infringer, AGA may, upon notice to GENERAL, promptly initiate legal proceedings against the infringer at AGA’s expense and in writing advise FMI within GENERAL’S name, if so required by law. 7.3 In the Decision Period event one Party shall initiate or carry on legal proceedings to enforce any VALID CLAIM of an issued PRIMARY PATENT RIGHT in the PRIMARY LICENSE TERRITORY against any alleged infringer, the other Party shall fully cooperate with and supply all assistance reasonably requested by the Party initiating or carrying on such proceedings; provided, however, that Roche will commence suit or take actionin the event a VALID CLAIM thus asserted is declared invalid, unenforceable, or (ii) fails not infringed in such proceedings, that fact without more shall not give rise to commence any liability of either Party to the other. The Party which institutes any suit to protect or take action within enforce such a reasonable time after providing Suit Notice, FMI VALID CLAIM shall thereafter have the right to commence sole control of that suit or take action in the Territory and shall provide written notice Roche of any bear the reasonable expenses (excluding legal fees) incurred by said other Party in providing such suit commenced assistance and cooperation as is requested pursuant to this paragraph. The Party initiating or action taken by FMI. Upon written request, the Party bringing suit or taking action (“Initiating Party”) carrying on such legal proceedings shall keep the other Party informed of the status progress of any such suit or action proceedings and shall provide the other Party with copies, shall be entitled to the extent the Initiating Party is lawfully permitted to do so, of all material documents or communications filed counsel in such suit or action. The Initiating Party shall have the sole and exclusive right to select counsel for any such suit or action. The Initiating Party shallproceedings, except as provided below, pay all expenses of the suit or action, including the Initiating Party’s attorneys’ fees and court costsbut at its own expense. Any damages, settlement fees or other consideration received award paid by third parties as a the result of such suit proceedings (whether by way of settlement or action otherwise) shall first be applied to reimbursement of the unreimbursed legal fees and expenses incurred by the Parties, provided that if the award is insufficient to fully reimburse both Parties, it shall be allocated divided between them in proportion to their respective fees and expenses. After reimbursement of legal fees and expenses, any remainder shall be divided between the Parties as follows: (a) First, to reimburse If the Initiating Party for its costs and, if any remains, amount is based on lost profits: AGA shall receive an amount equal to the other Party for damages the court determines AGA has suffered as a result of the infringement less the amount of any advisory counsel fees royalties that would have been due GENERAL on sales of PRODUCT lost by AGA as a result of the infringement had AGA made such sales; and costsGENERAL shall receive an amount equal to the royalties it would have received if such sales had been made by AGA; andor (b) SecondAs to awards other than those based on lost profits, the balance, if any, shall be allocated […***…]. 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 %) percent to the suit or action but shall be under no obligation Party initiating such proceedings and [**]%) percent 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 reasonable out-of-pocket expenses incurred by the other Party in rendering such assistance. The other Party shall have the right to participate and be represented in any such suit or action 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 achieved without adversely affecting the other Party (including any of its Patent Rights). If a Settlement could adversely affect the other Party, then . 7.4 For the written consent purpose of the proceedings agreed to under this Article 7, the GENERAL and AGA shall permit the use of their names and shall execute such documents and carry out such other Party would acts as may be requirednecessary. 7.5 In the event that AGA markets a PRODUCT pursuant to its license to SECONDARY PATENT RIGHTS under paragraph 2.2 hereof, which consent at AGA’s request the parties shall not be unreasonably withheldnegotiate in good faith appropriate provisions for the protection of the licensed rights in the SECONDARY LICENSE TERRITORY, taking into account the rights and interests of any other licensee(s) of GENERAL in connection with such SECONDARY PATENT RIGHTS.

Infringement. (a) Each Party party shall promptly provide written notice report in writing to the other Party party during the term of this Agreement Term of any (i) known infringement or suspected infringement by a Third Party of any FMI Background Patent Rightsof the CIMA Patents in the Territory by manufacture, FMI Foreground Patent Rights, Roche Background Patent Rights, Roche Foreground Patent Rights or Joint Patent Rights, or (ii) known or suspected unauthorized use or misappropriation by sale of a Third Party Product on a commercial scale in derogation of any FMI Background Know-Howthe rights granted to ESI hereunder (hereinafter, FMI Know-How, Roche Background Know-How, Roche Know-How or Joint Know-Howa "Related Infringement") of which it becomes aware, and shall provide the other Party party with all available evidence in its possession supporting such said infringement or unauthorized use or misappropriation. Within […***…] after a Party provides or receives such written notice suspected infringement. (“Decision Period”)b) Except as provided in paragraph (d) below, the Party Handling enforcement of such Patent Right as set forth in this Section 2.7, in its sole discretion, CIMA shall decide whether or not to initiate such suit or action in the Territory and shall notify the other Party in writing of its decision in writing (“Suit Notice”). For any FMI Background Patent Right or sole FMI Patent Right, FMI in its sole discretion shall decide whether or not to initiate such suit or action in the Territory. FMI shall have full discretion as to how it wishes to handle such suit and may reach Settlement under any terms and conditions it desires and retain all damages, settlement fees or other consideration received in connection therewith. Only if a Settlement could adversely affect Roche shall the written consent of Roche be required, which consent shall not be unreasonably withheld. The term “adversely affect” in the previous sentence shall include, among other things, […***…]. For any sole Roche Background Patent Right or Roche Patent Right, Roche, in its sole discretion, shall decide whether or not to initiate such suit or action in the Territory. Roche shall have full discretion as to how it wishes to handle such suit and may reach Settlement under any terms and conditions it desires and retain all damages, settlement fees or other consideration received in connection therewith. Only if a Settlement could adversely affect FMI shall the written consent of FMI be required, which consent shall not be unreasonably withheld. If for a Joint Patent Right, Roche decides to bring a suit or take action, once Roche provides Suit Notice, Roche may immediately commence such suit or take such action. In the event that Roche (i) does not in writing advise FMI within the Decision Period that Roche will commence suit or take action, or (ii) fails to commence suit or take action within a reasonable time after providing Suit Notice, FMI shall thereafter have the right to commence initiate an infringement or other appropriate suit or take action anywhere in the Territory against any Third Party who at any time has infringed, or is suspected of infringing, any of the CIMA 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, and shall provide written notice Roche of any ESI with an opportunity to make suggestions and comments regarding such suit commenced or action taken by FMIsuit. Upon written request, the Party bringing suit or taking action (“Initiating Party”) CIMA shall keep the other Party informed of ESI promptly ***TEXT OMITTED AND FILED SEPARATELY CONFIDENTIAL TREATMENT REQUESTED UNDER 17 C.F.R. SECTIONS 200.80(B)(4), 200.83 AND 240.24B-2 informed, and shall from time to time consult with ESI regarding the status of any such suit or action on account of a Related Infringement and shall provide the other Party ESI with copies, to the extent the Initiating Party is lawfully permitted to do so, copies of all material documents or filed in, and all written communications filed in relating to, such suit or action. The Initiating Party suit. (c) CIMA shall have the sole and exclusive right to select counsel for any such suit or action. The Initiating Party referred to in subsection (b) above and shall, except as provided below, pay all expenses of the suit or actionsuit, including the Initiating Party’s without limitation attorneys’ ' fees and court costs. Any 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 other consideration received by CIMA as a result of such suit or action litigation shall be allocated as follows: shared by CIMA and ESI pro rata based on their respective sharing of the costs of such litigation provided that such pro rata share shall not exceed fifty percent (a50%) First, unless CIMA has consented to reimburse a higher share in writing. In the Initiating Party for its costs and, if any remains, event that ESI elects not to contribute to the other Party for any advisory counsel fees and costs; and (b) Secondcosts of such litigation, the balance, if any, CIMA shall be allocated […***…]entitled to retain any damages, royalties, settlement fees or other consideration for infringement resulting therefrom. If the Initiating Party believes it is reasonably necessary or desirable to obtain an effective remedynecessary, upon written request the other Party agrees to be joined ESI shall join 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 actionsuit. At the Initiating Party’s written request, the other Party ESI shall offer reasonable assistance to the Initiating Party in connection CIMA therewith at no charge to the Initiating Party CIMA except for reimbursement of reasonable out-of-pocket expenses incurred by the other Party in rendering such assistance. The other Party ESI shall have the right to participate and be represented in any such suit or action by its own counsel at its own expense. The Initiating Party may settleCIMA shall not settle any such suit on terms which grant any license to any other ***TEXT OMITTED AND FILED SEPARATELY CONFIDENTIAL TREATMENT REQUESTED UNDER 17 C.F.R. SECTIONS 200.80(B)(4), consent judgment or otherwise voluntarily dispose 200.83 AND 240.24B-2 party in derogation of the suit or action (“Settlement”) rights granted to ESI hereunder without obtaining the prior written consent of the other Party but only if such Settlement can be achieved without adversely affecting the other Party (including any of its Patent Rights). If a Settlement could adversely affect the other Party, then the written consent of the other Party would be requiredESI, which consent shall not be unreasonably withheld. (d) In the event that CIMA elects not to initiate an infringement or other appropriate suit pursuant to subsection (b) above on account of a Related Infringement after reasonable efforts to abatx xxxh Related Infringement without litigation have failed, but in no event later than ninety (90) days after ESI's notice to CIMA under Section 9.3(a), CIMA shall promptly advise ESI of its intent not to initiate such a suit, ESI shall have the right, at the expense of ESI, of initiating an infringement or other appropriate suit against the party or parties committing such Related Infringement. In exercising its rights pursuant to this subsection (d), ESI have the sole and exclusive right to select counsel and shall, except as provided below, pay all expenses of the suit including without limitation attorneys' fees and court costs. CIMA, in its sole discretion, may elect, within 60 days after the commencement of such litigation, to contribute to the costs incurred by ESI in connection with such litigation, and, if it so elects, any damages royalties, settlement fees or other consideration received by ESI as a result of such litigation shall be shared by ESI and CIMA pro rata based on their respective sharing of the costs of such litigation provided that such pro rata share shall not exceed fifty percent (50%) unless ESI has consented to a higher share in writing. In the event that CIMA elects not to contribute to the costs of such litigation, ESI shall be entitled to retain any damages, royalties, settlement fees or other consideration for infringement resulting therefrom. If necessary, CIMA shall join as a party to the suit but shall ***TEXT OMITTED AND FILED SEPARATELY CONFIDENTIAL TREATMENT REQUESTED UNDER 17 C.F.R. SECTIONS 200.80(B)(4), 200.83 AND 240.24B-2 be under no obligation to participate except to the extent that such participation is required as a result of being named a party to the suit. At ESI's request, CIMA shall offer reasonable assistance to ESI in connection therewith at no charge to ESI except for reimbursement of reasonable out-of-pocket expenses incurred in rendering such assistance. CIMA shall have the right to participate and be represented in any such suit by its own counsel at its own expense.

Infringement. (a) Each Party party hereto and any non-LICENSOR co-exclusive licensee shall promptly provide written notice report in writing to LICENSOR or BAYER or LICENSOR and BAYER as the other Party case may be during the term of this Agreement Term of any any: (i) known infringement or suspected infringement by a Third Party of any FMI Background of the Patent Rights, FMI Foreground Patent Rights, Roche Background Patent Rights, Roche Foreground Patent Rights or Joint Patent Rights, ; or (ii) known or suspected unauthorized use or misappropriation by a Third Party of any FMI Background Know-How, FMI Know-How, Roche Background Know-How, Roche the Know-How or Joint Know-Howby a third party of which it becomes aware, and shall provide the each other Party entity with all available evidence in its possession supporting such said infringement, suspected infringement or unauthorized use or misappropriation. Within […***…] . (b) In the event that BAYER does not have the right to enforce the Patent Rights and Know-How as determined by Article 3.5 herein, within thirty (30) days after a Party provides LICENSOR becomes, or receives such written notice (“Decision Period”)is made, aware of any of the Party Handling enforcement of such Patent Right as set forth in this Section 2.7foregoing, in its sole discretion, it shall decide whether or not to initiate such an infringement or other appropriate suit or action in the Territory and shall notify the other Party in writing advise BAYER of its decision in writing writing. The inability of LICENSOR to decide on a course of action within such thirty (“Suit Notice”). For any FMI Background Patent Right or sole FMI Patent Right, FMI in its sole discretion 30) day period shall decide whether or for purposes of this Agreement be deemed a decision not to initiate such suit an infringement or action other appropriate suit. LICENSOR shall include a provision to this effect in the Territoryany co-exclusive license it grants to a third party. FMI Within sixty (60) days after LICENSOR becomes, or is made, aware of any infringement, suspected infringement or unauthorized use or misappropriation by a third party, as provided in Paragraph (a) above, and provided that LICENSOR shall have full discretion as advised BAYER of its decision to how it wishes to handle such file suit and may reach Settlement under any terms and conditions it desires and retain all damages, settlement fees or other consideration received in connection therewith. Only if a Settlement could adversely affect Roche shall the written consent of Roche be required, which consent shall not be unreasonably withheld. The term “adversely affect” in the previous sentence shall include, among other things, […***…]. For any sole Roche Background Patent Right or Roche Patent Right, Roche, in its sole discretion, shall decide whether or not to initiate such suit or action in the Territory. Roche shall have full discretion as to how it wishes to handle such suit and may reach Settlement under any terms and conditions it desires and retain all damages, settlement fees or other consideration received in connection therewith. Only if a Settlement could adversely affect FMI shall the written consent of FMI be required, which consent shall not be unreasonably withheld. If for a Joint Patent Right, Roche decides to bring a suit or take action, once Roche provides Suit Notice, Roche may immediately commence such suit or take such action. In the event that Roche (i) does not in writing advise FMI within the Decision Period that Roche will commence suit or take actionthirty (30) day period provided in Paragraph (a) above, or (ii) fails to commence suit or take action within a reasonable time after providing Suit Notice, FMI LICENSOR shall thereafter have the right to commence initiate an infringement or other appropriate suit or take action anywhere in the Territory world against such third party. LICENSOR shall provide BAYER with an opportunity to make suggestions and comments regarding such suit and shall provide written notice Roche promptly notify BAYER of any the commencement of such suit commenced or action taken by FMIsuit. Upon written request, the Party bringing suit or taking action (“Initiating Party”) LICENSOR shall keep the other Party BAYER promptly informed of of, and shall from time to time consult with BAYER regarding the status of any such suit or action and shall provide the other Party BAYER with copies, to the extent the Initiating Party is lawfully permitted to do so, copies of all material documents or filed in, and all written communications filed in relating to, such suit or action. The Initiating Party suit. (c) Provided that the terms of paragraph (b) above apply, LICENSOR shall have the sole and exclusive right to select counsel for any such suit or actionreferred to in Paragraph (b) above who shall be reasonably acceptable to BAYER. The Initiating Party LICENSOR shall, except as provided below, pay all expenses expense of the suit or actionsuit, including the Initiating Partyincluding, without limitation, attorney’s attorneys’ fees and court costs. BAYER, in its sole discretion, may elect within sixty (60) days after the receipt by BAYER from LICENSOR of notice of the commencement of such litigation, to contribute to the costs incurred by LICENSOR in connection with such litigation in an amount not to exceed 50 percent (50%) of such costs. Any damages, settlement fees or other consideration for past infringement received as a result of such suit or action litigation shall be allocated as follows: (a) First, to reimburse shared by LICENSOR and BAYER pro rata based on their respective sharing of the Initiating Party for its costs and, if any remains, to the other Party for any advisory counsel fees and costs; and (b) Second, the balance, if any, shall be allocated […***…]of such litigation. 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 BAYER shall join 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 being a named party to the suit. BAYER shall have the right to participate and be represented in any suit by its own counsel at its own expense. LICENSOR shall not settle any suit involving Patent Rights or Know-How license to BAYER without obtaining the prior written consent of BAYER, which consent shall not be unreasonably withheld. (d) In the event that LICENSOR does not inform BAYER of its intent to initiate an infringement or other appropriate suit within the thirty (30) day period, or does not initiate such an infringement or other appropriate action within the sixty (60) day period provided in Paragraph (b) above, or in the event that BAYER has the right to enforce the Patent Rights and Know-How as determined by Article 3.5 herein, BAYER shall have the right, at its expense, to initiate an infringement or other appropriate suit. In exercising its right pursuant to this Paragraph (d), BAYER shall have the sole and exclusive right to select counsel and shall pay all expenses of the suit including without limitation attorneys’ fees and court costs. If necessary, LICENSOR shall join as a party to the suit and shall participate only to the extent that such participation is required as a result of its being a named party to the suit or actionbeing the holder of any patent at issue or being the owner of any Know-How at issue. At the Initiating Party’s written BAYER’S request, the other Party LICENSOR shall offer reasonable assistance to the Initiating Party BAYER in connection therewith at no charge to the Initiating Party BAYER except for reimbursement of reasonable out-of-pocket expenses incurred by the other Party in rendering such assistance. The other Party Without limitation the generality of the preceding sentence, LICENSOR shall cooperate fully in order to enable BAYER to institute any action hereunder. LICENSOR shall have the right to participate and be represented in any such suit or action by its own counsel at its own expense. The Initiating Party may settle. (e) In the event of any incongruity between this Article 7 and Article 3.5 hereof, 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 achieved without adversely affecting the other Party (including any of its Patent Rights). If a Settlement could adversely affect the other Party, then the written consent of the other Party would be required, which consent shall not be unreasonably withheldArticle 3.5 will have precedence.

Infringement. Each Party 9.1 Licensee shall inform Northwestern promptly provide written notice to the other Party during the Agreement Term in writing of any (i) known alleged infringement or suspected infringement of the Patent Rights by a Third Party third party and of any FMI Background available evidence thereof 9.2 During the term of this Agreement, Northwestern shall have the right, but shall not be obligated, to prosecute at its own expense all infringements of the Patent Rights and, in furtherance of such right, Licensee hereby agrees that Northwestern may include Licensee as a party plaintiff in such suit, without expense to Licensee. The total cost of any such infringement action commenced or defended solely by Northwestern shall be borne by Northwestern and Northwestern shall keep any recovery or damages for past infringement derived therefrom. 9.3 If within six (6) months after having been notified of any alleged infringement, Northwestern 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 Northwestern 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, FMI Foreground Patent Rightsand Licensee may, Roche Background Patent Rightsfor such purposes, Roche Foreground Patent Rights or Joint Patent Rightsuse the name of Northwestern as party plaintiff; provided, or (ii) known or suspected unauthorized use or misappropriation by a Third Party of any FMI Background Know-Howhowever, FMI Know-How, Roche Background Know-How, Roche Know-How or Joint Know-How, and shall provide the other Party with all evidence in its possession supporting that such right to bring such infringement or unauthorized use or misappropriationaction shall remain in effect only for so long as the license ranted herein remains exclusive. Within […***…] after a Party provides or receives such written notice (“Decision Period”)No settlement, the Party Handling enforcement of such Patent Right as set forth in this Section 2.7, in its sole discretion, shall decide whether or not to initiate such suit or action in the Territory and shall notify the other Party in writing of its decision in writing (“Suit Notice”). For any FMI Background Patent Right or sole FMI Patent Right, FMI in its sole discretion shall decide whether or not to initiate such suit or action in the Territory. FMI shall have full discretion as to how it wishes to handle such suit and may reach Settlement under any terms and conditions it desires and retain all damages, settlement fees consent judgment or other consideration received in connection therewith. Only if a Settlement could adversely affect Roche shall voluntary final disposition of the written suit may be entered into without the consent of Roche be requiredNorthwestern, which consent shall not unreasonably be unreasonably withheld. The term “adversely affect” Licensee shall indemnify Northwestern against any order for costs that may be made against Northwestern in the previous sentence such proceedings. Licensee shall includekeep any recovery or damages for past infringement derived therefrom; provided, among other thingshowever, […***…]. For any sole Roche Background Patent Right or Roche Patent Rightthat such recovery, Rocheless expenses, in its sole discretionincluding reasonable attorneys' fees, shall decide whether or not to initiate such suit or action in be treated as Net Sales for the Territory. Roche shall have full discretion as to how it wishes to handle such suit and may reach Settlement purpose of calculating running royalties under any terms and conditions it desires and retain all damages, settlement fees or other consideration received in connection therewith. Only if a Settlement could adversely affect FMI shall the written consent of FMI be required, which consent shall not be unreasonably withheld. If for a Joint Patent Right, Roche decides to bring a suit or take action, once Roche provides Suit Notice, Roche may immediately commence such suit or take such action. Paragraph 5.4 9.4 In the event that Roche 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 (i30) does not in writing advise FMI within days after it receives notice of the Decision Period that Roche will commence suit or take commencement of such action, or (ii) fails to commence intervene and take over the sole defense of the action at its own expense. 9.5 In any infringement suit or take action within a reasonable time after providing Suit Notice, FMI shall thereafter have that either Party may institute to enforce the right Patent Rights pursuant to commence suit or take action in the Territory and shall provide written notice Roche of any such suit commenced or action taken by FMI. Upon written requestthis Agreement, the Party bringing suit or taking action (“Initiating Party”) shall keep other party hereto shall, at the other Party informed request and expense of the status of any Party initiating such suit or action and shall provide the other Party with copiessuit, 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 Initiating Party is lawfully permitted to do solike. 9.6 Licensee, during the term of all material documents or communications filed in such suit or action. The Initiating Party this Agreement, shall have the sole right in accordance with the terms and exclusive right conditions herein to select counsel sublicense any alleged infringer for any such suit or action. The Initiating Party shall, except as provided below, pay all expenses future use of the suit or action, including the Initiating Party’s attorneys’ fees and court costsPatent Rights. Any damages, settlement upfront fees or other consideration received as a result part of such suit or action a sublicense shall be allocated as follows: (a) First, to reimburse the Initiating Party for its costs and, if any remains, to the shared equally between Licensee and Northwestern; other Party for any advisory counsel fees and costs; and (b) Second, the balance, if any, royalties shall be allocated […***…]. If the Initiating Party believes it is reasonably necessary or desirable treated pursuant 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 reasonable out-of-pocket expenses incurred by the other Party in rendering such assistance. The other Party shall have the right to participate and be represented in any such suit or action 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 achieved without adversely affecting the other Party (including any of its Patent Rights). If a Settlement could adversely affect the other Party, then the written consent of the other Party would be required, which consent shall not be unreasonably withheldParagraph 5.4.

Infringement. 9.1 Each Party party shall promptly provide written notice to the other Party during the Agreement Term of any (i) known infringement or suspected infringement by a Third Party of any FMI Background Patent Rights, FMI Foreground Patent Rights, Roche Background Patent Rights, Roche Foreground Patent Rights or Joint Patent Rights, or (ii) known or suspected unauthorized use or misappropriation by a Third Party of any FMI Background Know-How, FMI Know-How, Roche Background Know-How, Roche Know-How or Joint Know-How, and shall provide the other Party with all evidence in its possession supporting such infringement or unauthorized use or misappropriation. Within […***…] after a Party provides or receives such written notice (“Decision Period”), the Party Handling enforcement of such Patent Right as set forth in this Section 2.7, in its sole discretion, shall decide whether or not to initiate such suit or action in the Territory and shall notify the other Party party if it becomes aware of any infringement or potential infringement of the rights granted hereunder and of any alleged claim of 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 of its decision in writing (“Suit Notice”). For and the parties will share equally all reasonable costs, expenses and attorney's fees associated with such litigation and will share equally any FMI Background Patent Right or sole FMI Patent Rightand all damages recovered. 9.3 Should Rigid decide not to commence proceedings, FMI SNFL will be permitted to do so in its sole discretion shall decide whether or not 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 initiate such suit or action SNFL, provided that any damage amount in excess of reasonable costs, expansion and attorneys' fees will be subject to the Territory. FMI shall have full discretion as to how it wishes to handle such suit royalty provision of paragraph 3 of this Agreement. 9.4 Rigid and may reach Settlement under any terms and conditions it desires and retain all damages, settlement fees or other consideration received in connection therewith. Only if a Settlement could adversely affect Roche shall SNFL each at the written consent request of Roche be required, which consent shall not be unreasonably withheld. The term “adversely affect” in the previous sentence shall include, among other things, […***…]. For any sole Roche Background Patent Right or Roche Patent Right, Roche, in its sole discretionother, shall decide whether assist each other and cooperate in any action taken, other than direct financial assistance, against an alleged infringer or not to initiate such suit or action in the Territory. Roche shall have full discretion as to how it wishes to handle such suit and may reach Settlement under any terms and conditions it desires and retain all damages, settlement fees or other consideration received in connection therewith. Only if a Settlement could adversely affect FMI shall the written consent of FMI be required, which consent shall not be unreasonably withheld. If for a Joint Patent Right, Roche decides to bring a suit or take action, once Roche provides Suit Notice, Roche may immediately commence such suit or take such action. potential infringer. 9.5 In the event that Roche (i) does not in writing advise FMI within a third party claim that the Decision Period that Roche will commence suit or take action, or (ii) fails to commence suit or take action within a reasonable time after providing Suit Notice, FMI shall thereafter have the right to commence suit or take action in the Territory and shall provide written notice Roche of any such suit commenced or action taken by FMI. Upon written request, the Party bringing suit or taking action (“Initiating Party”) shall keep the other Party informed exploitation of the status of any such suit or action Rigid Airship Concept infringes and shall provide the other Party with copies, to the extent the Initiating Party is lawfully permitted to do so, of all material documents or communications filed in such suit or action. The Initiating Party shall have the sole and exclusive right to select counsel for any such suit or action. The Initiating Party shall, except as provided below, pay all expenses of the suit or action, including the Initiating Party’s attorneys’ fees and court costs. Any damages, settlement fees or other consideration received as a result such claim is honored by a judgment of such suit a Court, Arbitration or action shall be allocated as followsin a settlement agreement, Rigid will exert its best efforts to: (a) First, to reimburse the Initiating Party for its costs and, if any remains, to the other Party for any advisory counsel fees and costs; and (b) Second, the balance, if any, shall be allocated […***…]. If the Initiating Party believes it is reasonably necessary or desirable to i. 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 reasonable out-of-pocket expenses incurred by the other Party in rendering such assistance. The other Party shall have the right to participate and be represented in any such suit or action by its own counsel at its own expense. The Initiating Party may settle, consent judgment or otherwise voluntarily dispose license of the suit or action (“Settlement”) without third party; ii. modify the written consent Rigid Airship Concept in such manner that it does not infringe upon the rights of the other Party but only if such Settlement can be achieved without adversely affecting third party; in order to continue the other Party (including any of its Patent Rights). If a Settlement could adversely affect the other Party, then the written consent exploitation of the other Party would be required, which consent shall not be unreasonably withheldRigid Airship Concept by SNFL.

Infringement. Each [ * ] = CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY BRACKETS, HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 406 OF THE SECURITIES ACT OF 1933, AS AMENDED. (a) In the event that a Party becomes aware of any alleged or threatened infringement of the Licensed Patents in the Territory, such Party shall promptly provide written notice to the other Party during the Agreement Term of any (i) known infringement or suspected infringement by a Third Party of any FMI Background Patent Rights, FMI Foreground Patent Rights, Roche Background Patent Rights, Roche Foreground Patent Rights or Joint Patent Rights, or (ii) known or suspected unauthorized use or misappropriation by a Third Party of any FMI Background Know-How, FMI Know-How, Roche Background Know-How, Roche Know-How or Joint Know-How, and shall provide the other Party with all evidence in its possession supporting such infringement or unauthorized use or misappropriation. Within […***…] after a Party provides or receives such written notice (“Decision Period”), the Party Handling enforcement of such Patent Right as set forth in this Section 2.7, in its sole discretion, shall decide whether or not to initiate such suit or action in the Territory and shall notify the other Party in writing writing. Shionogi shall have the right, but not the obligation, at its discretion and expense, to enforce the Licensed Patents against such infringement, and to defend the Licensed Patents against any claims of its decision in writing (“Suit Notice”). For any FMI Background Patent Right invalidity or sole FMI Patent Right, FMI in its sole discretion shall decide whether or not to initiate such suit or action unenforceability in the Territory. FMI Peninsula shall have full discretion give Shionogi all reasonable information and assistance with respect to such enforcement. Except as to how it wishes to handle such suit and may reach Settlement under set forth in Section 12.3(b), any terms and conditions it desires and retain all damages, settlement fees damages or other consideration received in connection therewith. Only if a Settlement could adversely affect Roche shall the written consent of Roche be required, which consent shall not be unreasonably withheld. The term “adversely affect” in the previous sentence shall include, among other things, […***…]. For any sole Roche Background Patent Right or Roche Patent Right, Roche, in its sole discretion, shall decide whether or not to initiate such suit or action in the Territory. Roche shall have full discretion as to how it wishes to handle such suit and may reach Settlement under any terms and conditions it desires and retain all damages, settlement fees or other consideration received in connection therewith. Only if a Settlement could adversely affect FMI shall the written consent of FMI be required, which consent shall not be unreasonably withheld. If for a Joint Patent Right, Roche decides to bring a suit or take action, once Roche provides Suit Notice, Roche may immediately commence such suit or take such action. In the event that Roche (i) does not in writing advise FMI within the Decision Period that Roche will commence suit or take action, or (ii) fails to commence suit or take action within a reasonable time after providing Suit Notice, FMI shall thereafter have the right to commence suit or take action in the Territory and shall provide written notice Roche of any such suit commenced or action taken by FMI. Upon written request, the Party bringing suit or taking action (“Initiating Party”) shall keep the other Party informed of the status of any such suit or action and shall provide the other Party with copies, to the extent the Initiating Party is lawfully permitted to do so, of all material documents or communications filed in such suit or action. The Initiating Party shall have the sole and exclusive right to select counsel for any such suit or action. The Initiating Party shall, except as provided below, pay all expenses of the suit or action, including the Initiating Party’s attorneys’ fees and court costs. Any damages, settlement fees or other consideration remuneration received as a result of such suit or action shall be allocated as follows: (a) First, to reimburse [*] after reimbursing for the Initiating Party costs and expenses incurred by Peninsula for its costs and, if any remains, to the other Party for any advisory counsel fees and costs; andassistance. (b) SecondPeninsula shall have the right, but not the balanceobligation, if anyat its discretion and expense, to join in such action and seek damages for its lost profits caused by such infringement. Any damages or remuneration received as a result of such action shall be applied first to reimburse each Party for the costs and expenses incurred in such action. Any remaining amount of such damages or remuneration shall be allocated […***…]. 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 reasonable out-of-pocket expenses incurred by the other Party in rendering Parties [*] of the Parties. (c) If Shionogi does not take any legal action for any reason with respect to such assistance. The other Party infringement within one hundred twenty (120) days following Peninsula's notification, Peninsula shall have the right to participate and be represented in bring any such appropriate suit or action by its own counsel against the infringer at its own Peninsula's expense. The Initiating Party may settle, consent judgment Shionogi shall give Peninsula all reasonable information and assistance with respect to such infringement. Any damages or otherwise voluntarily dispose remuneration received as a result of the suit or such action (“Settlement”) without the written consent of the other Party but only if such Settlement can shall be achieved without adversely affecting the other Party (including [*] after reimbursing any of cost and expenses incurred by Shionogi for its Patent Rights). If a Settlement could adversely affect the other Party, then the written consent of the other Party would be required, which consent shall not be unreasonably withheldassistance.

Infringement. Each Party shall promptly provide written notice to the other Party during the Agreement Term of any (i) known infringement or suspected infringement by a Third Party of any FMI Background Patent Rights, FMI Foreground Patent Rights, Roche Background Patent Rights, Roche Foreground Patent Rights or Joint Patent Rights, or (ii) known or suspected unauthorized use or misappropriation by a Third Party of any FMI Background Know-How, FMI Know-How, Roche Background Know-How, Roche Know-How or Joint Know-How, and shall provide the other Party with all evidence in its possession supporting such infringement or unauthorized use or misappropriation. Within […***…] after a Party provides or receives such written notice (“Decision Period”), the Party Handling enforcement of such Patent Right as set forth in this Section 2.7, in its sole discretion, shall decide whether or not to initiate such suit or action in the Territory and shall notify the other Party in writing of its decision in writing (“Suit Notice”). For any FMI Background Patent Right or sole FMI Patent Right, FMI in its sole discretion shall decide whether or not to initiate such suit or action in the Territory. FMI shall have full discretion as to how it wishes to handle such suit and may reach Settlement under any terms and conditions it desires and retain all damages, settlement fees or other consideration received in connection therewith. Only if a Settlement could adversely affect Roche shall the written consent of Roche be required, which consent shall not be unreasonably withheld. The term “adversely affect” in the previous sentence shall include, among other things, […***…]. For any sole Roche Background Patent Right or Roche Patent Right, Roche, in its sole discretion, shall decide whether or not to initiate such suit or action in the Territory. Roche shall have full discretion as to how it wishes to handle such suit and may reach Settlement under any terms and conditions it desires and retain all damages, settlement fees or other consideration received in connection therewith. Only if a Settlement could adversely affect FMI shall the written consent of FMI be required, which consent shall not be unreasonably withheld. If for a Joint Patent Right, Roche decides to bring a suit or take action, once Roche provides Suit Notice, Roche may immediately commence such suit or take such action7.1. In the event that Roche LICENSEE (iincluding any Affiliate or sublicensee) does not or UFRFI receives a notice of claim, threat, or suit by a third party alleging, that the manufacture, use or sale of the Licensed Technology infringes or is dominated by intellectual property rights owned or controlled by such third party, then the party receiving the notice shall promptly notify the other party to this Agreement in writing advise FMI within of such claim, threat or suit. 7.2. If notice of a claim, threat, or suit of the Decision Period that Roche will commence type described in Paragraph 7.1 herein is received by any party, LICENSEE shall consult with UFRFI regarding resolution of such claim, threat, or suit and may not reject UFRFI’S advice without reasonable justification thereof regarding negotiations with the Third Party, selection and supervision of counsel, filing of lawsuits or take other proceedings, and settlement of the claim, threat, or suit. All costs and expenses, including attorneys’ fees, incurred in the course of resolving such claim threat, or suit shall be charged to LICENSEE. During the prosection of such legal action, or (ii) fails to commence suit or take action within a reasonable time after providing Suit Notice, FMI LICENSEE shall thereafter have the right to commence suit or take action in the Territory and shall provide written notice Roche of any such suit commenced or action taken by FMI. Upon written request, the Party bringing suit or taking action (“Initiating Party”) shall keep the other Party informed of the status of any such suit or action and shall provide the other Party with copies, to the extent the Initiating Party is lawfully be permitted to do so, of all material documents or communications filed in such suit or action. The Initiating Party shall have deduct the sole reasonable fees and exclusive right to select counsel for any such suit or action. The Initiating Party shall, except as provided below, pay all expenses of the suit legal action from the royalties payable to UTRFI under the Article IV of this Agreement, up to [***] percent ([***]%) of said royalties. If LICENSEE prevails in such legal action such obligations by LICENSEE to pay royalties to UFRFI shall be fully and retroactively restored. Any monies except that excess which is attributable to trebled damages or action, including the Initiating Party’s award of attorneys’ fees and court costs. Any damagesfees, settlement fees or other consideration received recovered by LICENSEE as a result of such suit or legal action shall be allocated treated as follows: (a) Firstsales pursuant to Paragraph 4.1 for payment of royalties, to reimburse after having deducted all previously undeducted expenses reasonably connected with the Initiating Party for its costs and, if any remains, to the other Party for any advisory counsel fees and costs; and (b) Second, the balance, if any, shall be allocated […***…]litigation. If the Initiating Party believes it is reasonably necessary resolution of a claim, threat or desirable suit of the type described in this Paragraph 7.2 results in the payment of royalties or other compensation to obtain an effective remedyLICENSEE, upon written request the other Party agrees this obligation by LICENSEE to be joined as a party pay royalties to the suit or action but UFRFI 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 actionfully and retroactively restored. At the Initiating Party’s written requestThen, the remaining royalty or other Party compensation paid to LICENSEE shall offer reasonable assistance be treated as sales pursuant to Paragraph 4.1 for payment of royalties, after having deducted all previously undeducted expenses reasonably connected with the Initiating Party litigation and resolution. UFRFI and University of Florida personnel shall fully cooperate with LICENSEE in connection therewith at no charge to the Initiating Party except defense and resolution of any such claim, threat or suit, However, LICENSEE shall compensate UFRFI and University of Florida personnel for reimbursement of reasonable their actual out-of-pocket expenses incurred by the other Party in rendering such assistance. The other Party shall have the right to participate and be represented in any such suit or action by its own counsel at its own expense. The Initiating Party may settle(e.g., 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 achieved without adversely affecting the other Party (including any of its Patent Rightstravel). If a Settlement could adversely affect the other Party, then the written consent of the other Party would be required, which consent shall not be unreasonably withheld.

Infringement. Each Party shall promptly provide written notice to LICENSEE agrees that, if in the other Party during the Agreement Term course of marketing UNITS, it receives any claim of, or threatened action or suit for infringement, of any (i) known infringement or suspected infringement by a Third Party patents belonging to third parties, that it will immediately notify LICENSOR of same. LICENSOR, upon notification, shall take charge of the defense of such action, as LICENSOR determines, including the hiring of attorneys of its own selection who shall defend any FMI Background Patent Rightssuch action. If any such action should be instigated against LICENSOR and LICENSEE jointly, FMI Foreground Patent RightsLICENSOR shall defend such action on behalf of both parties through attorneys of its choosing and shall pay all costs associated therewith. LICENSEE shall assist with such defense: and accordingly shall, Roche Background Patent Rightswithout charge, Roche Foreground Patent Rights or Joint Patent Rightsmake available to LICENSOR any relevant records, or (ii) known or suspected unauthorized use or misappropriation by a Third Party of any FMI Background Know-Howinformation, FMI Know-Howsamples, Roche Background Know-Howtests, Roche Know-How or Joint Know-Howreports, engineering data, and the like, and shall provide at its own cost make all reasonable efforts to secure the other Party with all evidence in testimony of its possession supporting such infringement or unauthorized use or misappropriation. Within […***…] after a Party provides or receives such written notice (“Decision Period”), the Party Handling enforcement of such Patent Right as set forth in this Section 2.7, in its sole discretion, shall decide whether or not to initiate such suit or action in the Territory employees and shall notify the other Party in writing of its decision in writing (“Suit Notice”). For any FMI Background Patent Right or sole FMI Patent Right, FMI in its sole discretion shall decide whether or not to initiate cooperate with such suit or action in the Territory. FMI shall have full discretion defense as to how it wishes to handle such suit and may reach Settlement under any terms and conditions it desires and retain all damages, settlement fees or other consideration received in connection therewith. Only if a Settlement could adversely affect Roche shall the written consent of Roche be required, which consent shall not be unreasonably withheld. The term “adversely affect” in the previous sentence shall include, among other things, […***…]. For any sole Roche Background Patent Right or Roche Patent Right, Roche, in its sole discretion, shall decide whether or not to initiate such suit or action in the Territory. Roche shall have full discretion as to how it wishes to handle such suit and may reach Settlement under any terms and conditions it desires and retain all damages, settlement fees or other consideration received in connection therewith. Only if a Settlement could adversely affect FMI shall the written consent of FMI be required, which consent shall not be unreasonably withheld. If for a Joint Patent Right, Roche decides to bring a suit or take action, once Roche provides Suit Notice, Roche may immediately commence such suit or take such actionrequested by LICENSOR. In the event LICENSEE shall determine that Roche (i) does not in writing advise FMI within one or more of the Decision Period that Roche will commence suit or take actionPatent Rights licensed hereunder are being infringed, or (ii) fails to commence suit or take action within a reasonable time LICENSEE, after providing Suit Noticesuch determination, FMI shall thereafter have the right to commence suit or take action in the Territory no longer communicate with such suspected infringer and shall provide written notice Roche of any LICENSOR with evidence as LICENSEE may have acquired showing such suit commenced or infringement. If LICENSOR shall determine that an infringement exists, LICENSOR may take action taken by FMI. Upon written request, to suppress the Party bringing suit or taking action (“Initiating Party”) shall keep the other Party informed of the status of any such suit or action and shall provide the other Party with copies, infringement to the extent the Initiating Party is lawfully permitted to do so, of all material documents or communications filed in bringing suit against such suit or action. The Initiating Party shall have the sole and exclusive right to select counsel for any such suit or action. The Initiating Party shall, except as provided below, pay all expenses of the suit or action, including the Initiating Party’s attorneys’ fees and court costs. Any damages, settlement fees or other consideration received as a result of such suit or action shall be allocated as follows: (a) First, to reimburse the Initiating Party for its costs andinfringer, if any remainsnecessary. LICENSOR, to the other Party for any advisory counsel fees and costs; and (b) Secondhowever, the balance, if any, shall be allocated […***…]. 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 reasonable out-of-pocket expenses incurred by the other Party in rendering such assistance. The other Party shall have the right to participate and be represented in any bring such suit or action by its own counsel to prosecute more than one suit at its own expense. The Initiating Party may settle, consent judgment or otherwise voluntarily dispose any one time involving a claim for infringement of any of the suit or Patents cited hereunder. Should LICENSOR determine to bring action (“Settlement”) without the written consent of the other Party but only if such Settlement can be achieved without adversely affecting the other Party (including any of its Patent Rights). If a Settlement could adversely affect the other Partyfor infringement, then any recovery there from shall be solely for the written consent benefit of the other Party would be required, which consent shall not be unreasonably withheldLICENSOR.

Infringement. 8.1. Each Party party shall inform the other promptly in writing of any alleged infringement of the Patent Rights by a third party and provide written notice any available evidence thereof. During the term of this Agreement, if: (a) Licensee is the only licensee under the Patent Rights within the Field; (b) all licensees elect to join with Licensee; or (c) the alleged infringement is limited to the other Party during Field, Licensee shall have the Agreement Term of any first right, but THE COMPANY HAS REQUESTED AN ORDER FROM THE SECURITIES AND EXCHANGE COMMISSION (iTHE “COMMISSION”) known infringement or suspected infringement by a Third Party of any FMI Background Patent RightsPURSUANT TO RULE 406 UNDER THE SECURITIES ACT OF 1933, FMI Foreground Patent RightsAS AMENDED, Roche Background Patent RightsGRANTING CONFIDENTIAL TREATMENT TO SELECTED PORTIONS. ACCORDINGLY, Roche Foreground Patent Rights or Joint Patent RightsTHE CONFIDENTIAL PORTIONS HAVE BEEN OMITTED FROM THIS EXHIBIT, or (ii) known or suspected unauthorized use or misappropriation by a Third Party of any FMI Background Know-How, FMI Know-How, Roche Background Know-How, Roche Know-How or Joint Know-How, and shall provide the other Party with all evidence in its possession supporting such infringement or unauthorized use or misappropriationAND HAVE BEEN FILED SEPARATELY WITH THE COMMISSION. Within […OMITTED PORTIONS ARE INDICATED IN THIS EXHIBIT WITH “***…] after a Party provides or receives such written notice (“Decision Period”), the Party Handling enforcement of such Patent Right as set forth in this Section 2.7, in its sole discretion, shall decide whether or not to initiate such suit or action in the Territory and shall notify the other Party in writing of its decision in writing (“Suit Notice”). For any FMI Background Patent Right or sole FMI Patent Right, FMI in its sole discretion shall decide whether or not to initiate such suit or action in the Territory. FMI shall have full discretion as to how it wishes to handle such suit and may reach Settlement under any terms and conditions it desires and retain all damages, settlement fees or other consideration received in connection therewith. Only if a Settlement could adversely affect Roche shall the written consent of Roche be required, which consent shall not be unreasonably withheld. The term “adversely affect” in the previous sentence shall include, among other things, […***…]. For any sole Roche Background Patent Right or Roche Patent Right, Roche, in its sole discretion, shall decide whether or not to initiate such suit or action in the Territory. Roche shall have full discretion as to how it wishes to handle such suit and may reach Settlement under any terms and conditions it desires and retain all damages, settlement fees or other consideration received in connection therewith. Only if a Settlement could adversely affect FMI shall the written consent of FMI be required, which consent shall not be unreasonably withheld. If for a Joint Patent Right, Roche decides to bring a suit or take action, once Roche provides Suit Notice, Roche may immediately commence such suit or take such action. In the event that Roche (i) does not in writing advise FMI within the Decision Period that Roche will commence suit or take action, or (ii) fails to commence suit or take action within a reasonable time after providing Suit Notice, FMI shall thereafter have the right to commence suit or take action in the Territory and shall provide written notice Roche of any such suit commenced or action taken by FMI. Upon written request, the Party bringing suit or taking action (“Initiating Party”) shall keep the other Party informed of the status of any such suit or action and shall provide the other Party with copies, to the extent the Initiating Party is lawfully permitted to do so, of all material documents or communications filed in such suit or action. The Initiating Party shall have the sole and exclusive right to select counsel for any such suit or action. The Initiating Party shall, except as provided below, pay all expenses of the suit or action, including the Initiating Party’s attorneys’ fees and court costs. Any damages, settlement fees or other consideration received as a result of such suit or action shall be allocated as follows:. (a) First, to reimburse the Initiating each Party for its costs and, if any remains, to the other Party shall be reimbursed for any advisory counsel fees and costsexpenses it incurred in the action; and (b) Secondas to ordinary damages for past infringement, Licensee shall receive an amount equal to either (i) its lost profits, (ii) a reasonable royalty on the balanceinfringing sales, or (iii) whatever alternative measure of such damages the court shall have applied, and such amount shall be treated as Net Sales for the purpose of calculating running royalties under Section 5.1; and (c) the Parties shall share equally in any additional award, including any special or punitive damages. 8.2. If within six (6) months after having been notified of any alleged infringement, Licensee has been unsuccessful in persuading the alleged infringer to desist or has not otherwise brought and diligently is pursuing an infringement action, or if anyLicensee notifies Northwestern at any time prior thereto of its intention not to bring suit against any alleged infringer, then, Northwestern shall have the right, but shall not be obligated, to prosecute at its own expense any infringement of the Patent Rights or defense of a declaratory judgment claim or counterclaim and may include Licensee as a party plaintiff in such action. The total cost of any infringement or declaratory judgment action commenced or defended solely by Northwestern, or where Licensee is joined involuntarily as a necessary party, shall be allocated […***…]borne by Northwestern. If the Initiating Party believes it is reasonably necessary Northwestern shall keep any recovery or desirable to obtain an effective remedydamages derived therefrom, 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 Partyafter reimbursing Licensee’s written request, the other Party shall offer reasonable assistance to the Initiating Party in connection therewith at no charge to the Initiating Party except for reimbursement of reasonable out-of-pocket legal costs and expenses incurred by 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 party hereto shall, at the request of the party initiating such suit, cooperate in rendering 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 assistancesuit was brought by Northwestern pursuant to Section 8.2. The other Party While Licensee, during the term of this Agreement, shall have the right to participate and be represented in consent to a sublicense Northwestern may propose to any such suit or action by its own counsel at its own expense. The Initiating Party may settle, consent judgment or otherwise voluntarily dispose alleged infringer for future use of the suit 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 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. THE COMPANY HAS REQUESTED AN ORDER FROM THE SECURITIES AND EXCHANGE COMMISSION (THE “SettlementCOMMISSION”) without 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 “*****”. 8.5. In the written consent event Licensee challenges the validity or enforceability of the other Party but only if such Settlement can be achieved without adversely affecting the other Party (including any of its 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. If a Settlement could adversely affect the other PartyFor purposes of clarity, then the written consent of the other Party would be required, which consent Licensee shall not be unreasonably withheldentitled 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. Each Party 9.1 If the production, sale or use of LICENSED PRODUCTS under this LICENSE AGREEMENT by LICENSEE results in any claim for patent infringement against LICENSEE, LICENSEE shall promptly provide written notice notify UNIVERSITY thereof in writing, setting forth the facts of such claim in reasonable detail. As between the parties to this LICENSE AGREEMENT, LICENSEE shall have the other Party during first and primary right and responsibility at its own expense to defend and control the Agreement Term defense of any (i) known infringement such claim against LICENSEE, by counsel of its own choice. It is understood that any settlement, consent judgment or suspected infringement by a Third Party of any FMI Background Patent Rights, FMI Foreground Patent Rights, Roche Background Patent Rights, Roche Foreground Patent Rights or Joint Patent Rights, or (ii) known or suspected unauthorized use or misappropriation by a Third Party of any FMI Background Know-How, FMI Know-How, Roche Background Know-How, Roche Know-How or Joint Know-How, and shall provide the other Party with all evidence in its possession supporting such infringement or unauthorized use or misappropriation. Within […***…] after a Party provides or receives such written notice (“Decision Period”), the Party Handling enforcement voluntary disposition of such Patent Right as set forth in this Section 2.7actions must be approved by UNIVERSITY, in its sole discretion, shall decide whether or such approval not to initiate such suit or action in the Territory and shall notify the other Party in writing of its decision in writing (“Suit Notice”). For any FMI Background Patent Right or sole FMI Patent Right, FMI in its sole discretion shall decide whether or not to initiate such suit or action in the Territory. FMI shall have full discretion as to how it wishes to handle such suit and may reach Settlement under any terms and conditions it desires and retain all damages, settlement fees or other consideration received in connection therewith. Only if a Settlement could adversely affect Roche shall the written consent of Roche be required, which consent shall not be being unreasonably withheld. The term “adversely affect” Subject to the policies of the Board of Governors of the University of North Carolina, UNIVERSITY agrees to cooperate with LICENSEE in any reasonable manner deemed by LICENSEE to be necessary in defending any such action. LICENSEE shall reimburse UNIVERSITY for any out of pocket expenses incurred in providing such assistance. 9.2 In the previous sentence event that any PATENT RIGHTS licensed to LICENSEE are infringed by a third party, LICENSEE shall includehave the primary right, among but not the obligation, to institute, prosecute and control any action or proceeding with respect to such infringement, by counsel of its choice, including any declaratory judgment action arising from such infringement. It is understood that any settlement, consent judgment or other thingsvoluntary disposition of such actions must be approved by UNIVERSITY, […***…]. For any sole Roche Background Patent Right or Roche Patent Right, Roche, in its sole discretion, shall decide whether or such approval not to initiate such suit or action in the Territory. Roche shall have full discretion as to how it wishes to handle such suit and may reach Settlement under any terms and conditions it desires and retain all damages, settlement fees or other consideration received in connection therewith. Only if a Settlement could adversely affect FMI shall the written consent of FMI be required, which consent shall not be unreasonably withheld. If for LICENSEE recovers monetary damages then such damages awarded shall first be applied to reimbursement of legal fees and expenses incurred by either party, and the remainder shall be divided between the parties as follows: (A) if the monetary damages are in the form of lost profits from a Joint Patent Rightthird party infringer, Roche decides to bring a suit or take action, once Roche provides Suit Notice, Roche may immediately commence such suit or take such action. In the event that Roche then (i) does not in writing advise FMI within the Decision Period that Roche will commence suit or take action, or (ii) fails to commence suit or take action within a reasonable time after providing Suit Notice, FMI LICENSEE shall thereafter have the right to commence suit or take action in the Territory and shall provide written notice Roche of any such suit commenced or action taken by FMI. Upon written request, the Party bringing suit or taking action (“Initiating Party”) shall keep the other Party informed of the status of any such suit or action and shall provide the other Party with copies, receive an amount equal to the extent damages the Initiating Party is lawfully permitted to do so, of all material documents or communications filed in such suit or action. The Initiating Party shall have the sole and exclusive right to select counsel for any such suit or action. The Initiating Party shall, except as provided below, pay all expenses of the suit or action, including the Initiating Party’s attorneys’ fees and court costs. Any damages, settlement fees or other consideration received determines LICENSEE has suffered as a result of such suit or action the infringement less the amount of any royalties that would have been due to UNIVERSITY, and (ii) UNIVERSITY shall be allocated as follows: (a) First, to reimburse the Initiating Party for its costs and, if any remains, receive an amount equal to the other Party royalties it would have received if not for any advisory counsel fees the infringement; and costs; and (bB) Secondif LICENSEE recovers monetary damages in the form of a reasonable royalty, the balance, if any, then LICENSEE shall be allocated remit to UNIVERSITY […**] percent ([*…]*] %) of the reasonable royalty awarded. 9.3 If LICENSEE elects not to enforce any patent within the PATENT RIGHTS, then LICENSEE shall notify UNIVERSITY in writing within sixty (60) days of receiving notice that an infringement exists. If the Initiating Party believes it is reasonably necessary or desirable to obtain an effective remedyUNIVERSITY may, 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 reasonable out-of-pocket expenses incurred by the other Party in rendering such assistance. The other Party shall have the right to participate and be represented in any such suit or action by its own counsel at its own expenseexpense and control, take steps to defend or enforce any patent within the PATENT RIGHTS and recover, for its own account, any damages, awards or settlements resulting therefrom, subject to the consent of LICENSEE, such consent not being reasonably withheld. 9.4 Notwithstanding the foregoing, and in UNIVERSITY’S sole discretion, UNIVERSITY shall be entitled to participate through counsel of its own choosing in any legal action involving the INVENTIONS and PATENT RIGHTS. The Initiating Party may settle, consent judgment or otherwise voluntarily dispose Nothing in the foregoing sections shall be construed in any way which would limit the authority of the suit or action (“Settlement”) without the written consent Attorney General of the other Party but only if such Settlement can be achieved without adversely affecting the other Party (including any of its Patent Rights). If a Settlement could adversely affect the other Party, then the written consent of the other Party would be required, which consent shall not be unreasonably withheldNorth Carolina.

Infringement. Each Party 8.1 The Licensee shall promptly report to NXT any infringement or threatened infringement or unauthorized disclosure or use of the IPR which comes to its attention, giving full particulars of all information available to the Licensee in respect of such infringement, disclosure or use. 8.2 At NXT's request, the Licensee shall promptly provide written notice to all reasonable information and assistance in respect of potential or actual proceedings concerning the other Party during the Agreement Term of any (i) known infringement or suspected infringement by a Third Party of any FMI Background Patent RightsIPR including, FMI Foreground Patent Rights, Roche Background Patent Rights, Roche Foreground Patent Rights or Joint Patent Rights, or (ii) known or suspected unauthorized use or misappropriation by a Third Party of any FMI Background Know-How, FMI Know-How, Roche Background Know-How, Roche Know-How or Joint Know-How, and shall provide the other Party with all evidence in its possession supporting such infringement or unauthorized use or misappropriation. Within […***…] after a Party provides or receives such written notice (“Decision Period”)without limitation, the Party Handling enforcement giving of such Patent Right as set forth in this Section 2.7, in its sole discretion, shall decide whether or not to initiate such suit or action in written and oral evidence by the Territory relevant employees and shall notify the other Party in writing of its decision in writing (“Suit Notice”). For any FMI Background Patent Right or sole FMI Patent Right, FMI in its sole discretion shall decide whether or not to initiate such suit or action in the Territory. FMI shall have full discretion as to how it wishes to handle such suit and may reach Settlement under any terms and conditions it desires and retain all damages, settlement fees or other consideration received in connection therewith. Only if a Settlement could adversely affect Roche shall the written consent of Roche be required, which consent shall not be unreasonably withheld. The term “adversely affect” in the previous sentence shall include, among other things, […***…]. For any sole Roche Background Patent Right or Roche Patent Right, Roche, in its sole discretion, shall decide whether or not to initiate such suit or action in the Territory. Roche shall have full discretion as to how it wishes to handle such suit and may reach Settlement under any terms and conditions it desires and retain all damages, settlement fees or other consideration received in connection therewith. Only if a Settlement could adversely affect FMI shall the written consent of FMI be required, which consent shall not be unreasonably withheld. If for a Joint Patent Right, Roche decides to bring a suit or take action, once Roche provides Suit Notice, Roche may immediately commence such suit or take such action. In the event that Roche (i) does not in writing advise FMI within the Decision Period that Roche will commence suit or take action, or (ii) fails to commence suit or take action within a reasonable time after providing Suit Notice, FMI shall thereafter have the right to commence suit or take action in the Territory and shall provide written notice Roche of any such suit commenced or action taken by FMI. Upon written request, the Party bringing suit or taking action (“Initiating Party”) shall keep the other Party informed officers of the status of Licensee. NXT will reimburse any such suit or action and shall provide the other Party with copies, to the extent the Initiating Party is lawfully permitted to do so, of all material documents or communications filed in such suit or action. The Initiating Party shall have the sole and exclusive right to select counsel for any such suit or action. The Initiating Party shall, except as provided below, pay all reasonable expenses of the suit or action, including the Initiating Party’s attorneys’ fees and court costs. Any damages, settlement fees or other consideration received as a result of such suit or action shall be allocated as follows:Licensee in relation to its obligations under this clause 8.2. (a) First, to reimburse the Initiating Party for its costs and, if any remains, to the other Party for any advisory counsel fees and costs; and (b) Second, the balance, if any, shall be allocated […***…]. 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 reasonable out-of-pocket expenses incurred by the other Party in rendering such assistance. 8.3 The other Party Licensee shall have the no right to participate and be represented bring proceedings or counterclaims against third parties in any such suit or action by its own counsel at its own expense. The Initiating Party may settle, consent judgment or otherwise voluntarily dispose respect of the suit or action (“Settlement”) IPR and shall not make any admissions in respect of the IPR without the written consent of the other Party but only if such Settlement can be achieved without adversely affecting the other Party (including any of its Patent Rights). NXT. 8.4 If a Settlement could adversely affect third party makes or brings a claim, action or demand against the other PartyLicensee which arises from the use of the IPR (an "IP Action"), then the Licensee shall: a) immediately give NXT full written consent details; b) allow NXT immediate and sole control over the defense and all negotiations for a settlement or compromise of the other Party would be requiredIP Action; c) cooperate fully with NXT in the defense and all negotiations for a settlement or compromise of the IP Action and, at the request of NXT, provide all information and assistance including, without limitation, the giving of written and oral evidence by its relevant officers, employees and agents; and d) immediately comply with any direction of NXT to modify the Licensed Products and/or cease the activities which consent are the subject of the IP Action. Conditional upon the Licensee complying with the provisions of (a) to (d) above, NXT shall promptly indemnify the Licensee against any final award for actual damages assessed by a court of competent jurisdiction in an IP Action (excluding, without limitation, any award for increased, punitive, penal or similar damages and any legal costs) in respect of the period commencing 14 days after the date of notification under (a) above. 8.5 Clause 8.4 does not affect the provisions of clause 7.2(a) and states and limits the liability of NXT to the Licensee with regard to any IP Action. Accordingly, but subject to clause 8.4, NXT shall not be unreasonably withheldliable to the Licensee for any injury, loss or damage of any kind howsoever sustained or incurred by the Licensee arising from or caused by an IP Action or consequences thereof (including, without limitation, loss or damage caused by business interruption or any other indirect or consequential loss or damage). Nothing in this clause shall exclude, restrict or modify any condition or warranty implied by law where to do so would render this clause 8.5 void or unenforceable.

Infringement. Each Party shall promptly provide written notice to the other Party during the Agreement Term of any (ia) known infringement or suspected infringement by a Third Party of any FMI Background Patent Rights, FMI Foreground Patent Rights, Roche Background Patent Rights, Roche Foreground Patent Rights or Joint Patent Rights, or (ii) known or suspected unauthorized use or misappropriation by a Third Party of any FMI Background Know-How, FMI Know-How, Roche Background Know-How, Roche Know-How or Joint Know-How, and shall provide the other Party with all evidence in its possession supporting such infringement or unauthorized use or misappropriation. Within […***…] after a Party provides or receives such written notice (“Decision Period”), the Party Handling enforcement of such Patent Right as set forth in this Section 2.7, in its sole discretion, shall decide whether or not to initiate such suit or action in the Territory and shall notify the other Party in writing of its decision in writing (“Suit Notice”). For any FMI Background Patent Right or sole FMI Patent Right, FMI in its sole discretion shall decide whether or not to initiate such suit or action in the Territory. FMI shall have full discretion as to how it wishes to handle such suit and may reach Settlement under any terms and conditions it desires and retain all damages, settlement fees or other consideration received in connection therewith. Only if a Settlement could adversely affect Roche shall the written consent of Roche be required, which consent shall not be unreasonably withheld. The term “adversely affect” in the previous sentence shall include, among other things, […***…]. For any sole Roche Background Patent Right or Roche Patent Right, Roche, in its sole discretion, shall decide whether or not to initiate such suit or action in the Territory. Roche shall have full discretion as to how it wishes to handle such suit and may reach Settlement under any terms and conditions it desires and retain all damages, settlement fees or other consideration received in connection therewith. Only if a Settlement could adversely affect FMI shall the written consent of FMI be required, which consent shall not be unreasonably withheld. If for a Joint Patent Right, Roche decides to bring a suit or take action, once Roche provides Suit Notice, Roche may immediately commence such suit or take such action. In the event that Roche of a claim or suit against ASSOCIATE alleging (ia) does not in writing advise FMI within the Decision Period that Roche will commence suit PRODUCT(S) as sold by NECAM infringes any patent issued by or take action, or (ii) fails to commence suit or take action within a reasonable time after providing Suit Notice, FMI shall thereafter have the right to commence suit or take action copyright registered in the Territory and country in which the PRODUCT(S) was sold to ASSOCIATE, NECAM shall provide written notice Roche of any such suit commenced or action taken by FMI. Upon written request, the Party bringing suit or taking action (“Initiating Party”) shall keep the other Party informed of the status of any such suit or action and shall provide the other Party with copies, defend ASSOCIATE to the extent the Initiating Party is lawfully permitted to do soclaim or suit concerns such infringement, provided ASSOCIATE gives NECAM prompt notice of all material documents such claim or communications filed suit and continuous cooperation in such defense. (b) In any claim or suit or action. The Initiating Party against ASSOCIATE that is defended by NECAM pursuant to paragraph 1, NECAM shall have control the sole and exclusive right to select counsel for any such suit or action. The Initiating Party shalldefense, except as provided below, shall pay all expenses of the suit or actionlitigation costs, including the Initiating Party’s attorneys’ reasonable attorney's fees incurred by NECAM in such defense, and shall indemnify ASSOCIATE for all damages awarded by a court costs. Any damagesor settlement payments approved by XXXXX. (c) If, settlement fees in any claim or other consideration received suit against ASSOCIATE that is defended by NECAM pursuant to paragraph 1, as a result of such suit a court order not subject to further appeal or action shall be allocated as follows: a settlement approved by NECAM, ASSOCIATE is enjoined or otherwise prevented from using the PRODUCT(S) sold by NECAM, NECAM, at its option, may (a) Firstprocure for ASSOCIATE the right to continue using the PRODUCT(S), to reimburse the Initiating Party for its costs and, if any remains, to the other Party for any advisory counsel fees and costs; and (b) Secondreplace or modify the PRODUCT(S) to avoid infringement, or (c) repossess the balance, if any, PRODUCT(S) in exchange for a refund of the depreciated value of the PRODUCT(S). NECAM's option selected under this paragraph shall be allocated […***…]. If the Initiating Party believes it is reasonably necessary ASSOCIATE'S sole remedy for any prospective effects of any court order or desirable to obtain an effective remedy, upon written request the other Party agrees to settlement. (d) NECAM's total cumulative liability under paragraphs 2 and 3 shall be joined as a party limited to the suit or action but shall be under no obligation price paid to participate except to NECAM by ASSOCIATE for the extent that such participation is required as the result PRODUCT(S). (e) Notwithstanding any other provision of its being a named party to the suit or action. At the Initiating Party’s written requestthis Article, the other Party shall offer reasonable assistance to the Initiating Party in connection therewith at no charge to the Initiating Party except for reimbursement of reasonable out-of-pocket expenses incurred by the other Party in rendering such assistance. The other Party shall have the right to participate and be represented in any such suit or action 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 achieved without adversely affecting the other Party (including any of its Patent Rights). If a Settlement could adversely affect the other Party, then the written consent of the other Party would be required, which consent NECAM shall not be unreasonably withheldobligated to defend and shall not be liable for costs or damages awarded in any claim or suit for infringement in which (a) the PRODUCT(S) was made by NECAM pursuant to specifications supplied by ASSOCIATE, or (b) the alleged infringement is based on use by ASSOCIATE, without NECAM's permission, of the PRODUCT(S) as sold by NECAM in combination with another item not sold by NECAM, where the alleged infringement arises from the combination or from practice of a method made possible by the combination, or (c) the alleged infringement is based on the PRODUCT(S) as modified by ASSOCIATE without NECAM's permission.

Infringement. Each Party shall promptly provide written notice to the other Party during the Agreement Term of any (i) known infringement or suspected infringement by a Third Party of any FMI Background Patent Rights, FMI Foreground Patent Rights, Roche Background Patent Rights, Roche Foreground Patent Rights or Joint Patent Rights, or (ii) known or suspected unauthorized use or misappropriation by a Third Party of any FMI Background Know-How, FMI Know-How, Roche Background Know-How, Roche Know-How or Joint Know-How, and shall provide the other Party with all evidence in its possession supporting such infringement or unauthorized use or misappropriation. Within […***…] after a Party provides or receives such written notice (“Decision Period”), the Party Handling enforcement of such Patent Right as set forth in this Section 2.7, in its sole discretion, shall decide whether or not to initiate such suit or action in the Territory and shall notify the other Party in writing of its decision in writing (“Suit Notice”). For any FMI Background Patent Right or sole FMI Patent Right, FMI in its sole discretion shall decide whether or not to initiate such suit or action in the Territory. FMI shall have full discretion as to how it wishes to handle such suit and may reach Settlement under any terms and conditions it desires and retain all damages, settlement fees or other consideration received in connection therewith. Only if a Settlement could adversely affect Roche shall the written consent of Roche be required, which consent shall not be unreasonably withheld. The term “adversely affect” in the previous sentence shall include, among other things, […***…]. For any sole Roche Background Patent Right or Roche Patent Right, Roche, in its sole discretion, shall decide whether or not to initiate such suit or action in the Territory. Roche shall have full discretion as to how it wishes to handle such suit and may reach Settlement under any terms and conditions it desires and retain all damages, settlement fees or other consideration received in connection therewith. Only if a Settlement could adversely affect FMI shall the written consent of FMI be required, which consent shall not be unreasonably withheld. If for a Joint Patent Right, Roche decides to bring a suit or take action, once Roche provides Suit Notice, Roche may immediately commence such suit or take such action7.1. In the event that Roche LICENSEE (iincluding any Affiliate or sublicensee) does not or UFRFI receives a notice of claim, threat, or suit by a third party alleging, that the manufacture, use or sale of the Licensed Technology infringes or is dominated by intellectual property rights owned or controlled by such third party, then the party receiving the notice shall promptly notify the other party to this Agreement in writing advise FMI within of such claim, threat or suit. 7.2. If notice of a claim, threat, or suit of the Decision Period that Roche will commence type described in Paragraph 7.1 herein is received by any party, LICENSEE shall consult with UFRFI regarding resolution of such claim, threat, or suit and may not reject UFRFI’S advice without reasonable justification thereof regarding negotiations with the Third Party, selection and supervision of counsel, filing of lawsuits or take other proceedings, and settlement of the claim, threat, or suit. All costs and expenses, including attorneys’ fees, incurred in the course of resolving such claim threat, or suit shall be charged to LICENSEE. During the prosection of such legal action, or (ii) fails to commence suit or take action within a reasonable time after providing Suit Notice, FMI LICENSEE shall thereafter have the right to commence suit or take action in the Territory and shall provide written notice Roche of any such suit commenced or action taken by FMI. Upon written request, the Party bringing suit or taking action (“Initiating Party”) shall keep the other Party informed of the status of any such suit or action and shall provide the other Party with copies, to the extent the Initiating Party is lawfully be permitted to do so, of all material documents or communications filed in such suit or action. The Initiating Party shall have deduct the sole reasonable fees and exclusive right to select counsel for any such suit or action. The Initiating Party shall, except as provided below, pay all expenses of the suit legal action from the royalties payable to UTRFI under the Article IV of this Agreement, up to [***] percent ([***]%) of said royalties. If LICENSEE prevails in such legal action such obligations by LICENSEE to pay royalties to UFRFI shall be fully and retroactively restored. Any monies except that excess which is attributable to trebled damages or action, including the Initiating Party’s award of attorneys’ fees and court costs. Any damagesfees, settlement fees or other consideration received recovered by LICENSEE as a result of such suit or legal action shall be allocated treated as follows: (a) Firstsales pursuant to Paragraph 4.1 for payment of royalties, to reimburse after having deducted all previously undeducted expenses reasonably connected with the Initiating Party for its costs and, if any remains, to the other Party for any advisory counsel fees and costs; and (b) Second, the balance, if any, shall be allocated […***…]litigation. If the Initiating Party believes it is reasonably necessary resolution of a claim, threat or desirable suit of the type described in this Paragraph 7.2 results in the payment of royalties or other compensation to obtain an effective remedyLICENSEE, upon written request the other Party agrees this obligation by LICENSEE to be joined as a party pay royalties to the suit or action but UFRFI 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 actionfully and retroactively restored. At the Initiating Party’s written requestThen, the remaining royalty or other Party compensation paid to LICENSEE shall offer reasonable assistance be treated as sales pursuant to Paragraph 4.1 for payment of royalties, after having deducted all previously undeducted expenses reasonably connected with the Initiating Party litigation and resolution. UFRFI and University of Florida personnel shall fully cooperate with LICENSEE in connection therewith at no charge to the Initiating Party except defense and resolution of any such claim, threat or suit, However, LICENSEE shall compensate UFRFI and University of Florida personnel for reimbursement of reasonable their actual out-of-pocket expenses incurred (e.g., travel). 7.3. If the resolution of a claim, treat, or suit of the type described in Paragraph 7.1 herein results in the payment of any royalties or other compensation by LICENSEE to a third party, then LICENSEE shall thereafter be permitted to deduct the other Party in rendering amount of such assistancepayment from the royalties paid or payable by LICENSEE to UFRFI under Article IV of this Agreement, up to [***] percent ([***]%) of said royalties paid or payable to UFRFI; provided that the third parry intellectual property rights are infringed solely by virtue of the fact that the infringing product or process are part of the Licensed Technology licensed under the Patent Rights of this Agreement. 7.4. The other Party LICENSEE shall have the right right, but not the obligation, to participate initiate and prosecute legal action for infringement by a third party of or any claim of any patent within the Patent Rights. UFRFI shall voluntarily join such legal action, and UFRFI and University of Florida personnel shall render necessary cooperation and shall promptly execute all documents as may be represented in any necessary and reasonable during the course of such suit or action by its own counsel at its own expenselegal action. The Initiating Party may settleDuring the prosecution of such legal action, consent judgment or otherwise voluntarily dispose LICENSEE shall be permitted to deduct the reasonable fees and expenses of the legal action from the royalties payable to UFRFI under the Article IV of this Agreement, up to [***] percent ([***]%) of said royalties. If LICENSEE prevails in such legal action, such obligations by LICENSEE to pay royalties to UFRFI shall be fully and retroactively restored. Any monies except that excess which is attributable to trebled damages or award of attorneys’ fees, recovered by LICENSEE as a result of such legal action shall be treated as sales pursuant to Paragraph 4.1 for payment of royalties, after having deducted all previously undeducted expenses reasonably connected with the litigation. If the resolution of a claim, threat or suit or action (“Settlement”) without the written consent of the type described in this Paragraph 7.4 results in the payment of royalties or other Party but only if such Settlement can compensation to LICENSEE, this obligation by LICENSEE to pay royalties to UFRFI shall be achieved without adversely affecting fully and retroactively restored. Then, the remaining royalty or other Party (including any compensation paid to LICENSEE shall be treated as sales pursuant to Paragraph 4.1 for payment of its Patent Rights). If a Settlement could adversely affect royalties, after having deducted all previously undeducted expenses reasonably connected with the other Party, then the written consent of the other Party would be required, which consent shall not be unreasonably withheldlitigation and resolution.

Infringement. Each Party 10.1 PracSys shall promptly provide written notice to the other Party during the Agreement Term defend, hold harmless and indemnify NASI from and against any and all liability and expense by reason of any (i) known third party claim, suit, action or proceeding for infringement or suspected infringement by a Third Party of any FMI Background Patent Rightsthird party proprietary rights including, FMI Foreground Patent Rightsbut not limited to, Roche Background Patent Rightscopyrights, Roche Foreground Patent Rights or Joint Patent Rightstrade secrets rights, or (ii) known patents arising in connection with the manufacture, installation, sale or suspected unauthorized use of the Equipment including any and all judgments or misappropriation by a Third Party decrees which may be rendered against NASI and reasonable attorney's fees and settlements made arising out of any FMI Background Know-Howsuch claim, FMI Know-Howsuit, Roche Background Know-Howaction, Roche Know-How or Joint Know-Howproceeding, and shall provide the other Party with all evidence in its possession supporting such infringement or unauthorized use or misappropriation. Within […***…] after a Party provides or receives such written notice (“Decision Period”)provided, the Party Handling enforcement of such Patent Right as set forth in this Section 2.7however, in its sole discretion, shall decide whether or not to initiate such suit or action in the Territory and shall notify the other Party in writing of its decision in writing (“Suit Notice”). For any FMI Background Patent Right or sole FMI Patent Right, FMI in its sole discretion shall decide whether or not to initiate such suit or action in the Territory. FMI shall have full discretion as to how it wishes to handle such suit and may reach Settlement under any terms and conditions it desires and retain all damages, settlement fees or other consideration received in connection therewith. Only if a Settlement could adversely affect Roche shall the written consent of Roche be required, which consent that: 10.1.1 PracSys shall not be unreasonably withheld. The term “adversely affect” in the previous sentence shall include, among other things, […***…]. For responsible for any sole Roche Background Patent Right or Roche Patent Right, Roche, in its sole discretion, shall decide whether or not to initiate such suit or action in the Territory. Roche shall have full discretion as to how it wishes to handle such suit and may reach Settlement under any terms and conditions it desires and retain all damages, settlement fees or other consideration received in connection therewith. Only if a Settlement could adversely affect FMI shall the written consent of FMI be required, which consent shall not be unreasonably withheld. If for a Joint Patent Right, Roche decides to bring a suit or take action, once Roche provides Suit Notice, Roche may immediately commence such suit or take such action. In the event that Roche (i) does not in writing advise FMI within the Decision Period that Roche will commence suit or take action, or (ii) fails to commence suit or take action within a reasonable time after providing Suit Notice, FMI shall thereafter have the right to commence suit or take action in the Territory and shall provide written notice Roche of any such suit commenced claim, suit, action or action taken by FMI. Upon proceeding made without its prior written requestconsent, which shall not unreasonably be withheld; 10.1.2 This indemnity shall not extend to any alleged infringement based upon the Party bringing suit or taking action (“Initiating Party”) shall keep the other Party informed combination of the status Equipment or any portion thereof with other items or things not furnished hereunder unless PracSys (a) knew of NASI's specific intention to combine the Equipment or any portion thereof with a specific item and (b) in connection therewith PracSys may be held reasonably to have been aware that such a combination would constitute an infringement and PracSys did not so advise NASI; and 10.1.3 This indemnity shall not extend to any alleged infringement based upon a modification to the Equipment by NASI unless PracSys directs that the modification be made or unless Pracsys (a) knew of NASI's specific intention to modify the Equipment or any portion thereof and (b) in connection therewith PracSys may be held reasonably to have been aware that such a modification would cause an infringement and Pracsys did not so advise NASI. 10.2 PracSys shall defend at its own expense all suits, actions or proceedings brought against NASI with respect to the matters listed in paragraph 10.1 above. NASI shall have the right, at its option and at its sole expense, to participate in the defense of any such claim, suit, action or proceeding, without relieving PracSys of any obligation hereunder. NASI shall promptly notify PracSys in writing after any such claim is made or suit or action is brought and shall provide the other Party cooperate with copies, to the extent the Initiating Party is lawfully permitted to do so, of all material documents or communications filed PracSys in such suit or action. The Initiating Party shall have the sole and exclusive right to select counsel for writing after any such claim is made or suit or action. The Initiating Party shallis brought and shall cooperate with PracSys, except as provided below, pay all expenses of the suit or action, including the Initiating Party’s attorneys’ fees and court costs. Any damages, settlement fees or other consideration received as a result of such suit or action shall be allocated as follows: (a) First, PracSys agrees to reimburse the Initiating Party NASI for its costs and, if any remains, to the other Party for any advisory counsel fees and costs; and (b) Second, the balance, if any, shall be allocated […***…]. 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 reasonable out-of-pocket expenses incurred in connection with such cooperation, provided PracSys has agreed to the nature of the cooperation in advance. *** REDACTED PORTION. CONFIDENTIAL TREATMENT REQUESTED. THE REDACTED MATERIAL HAS BEEN SEPARATELY FILED WITH THE COMMISSION. 10.3 If, however, as a consequence of a final determination of any suit for infringement or any court decision involving any injunction resulting from or arising in connection with the manufacture, sale or use of the Equipment or any part thereof furnished or employed by the other Party in rendering such assistance. The other Party shall have the right to participate and be represented PracSys hereunder, NASI is enjoined or limited in any such suit material manner in the use of said Equipment or action by material part thereof, PracSys shall, at its own counsel option and at its own expense. The Initiating Party may settle. 10.3.1 Procure for NASI the right to continue use of said Equipment or part; or 10.3.2 So modify the Equipment or part as to render it non-infringing without any significant effect on the use thereof; or 10.3.3 Replace the Equipment or part with a materially equivalent non-infringing product. 10.4 In the event PracSys is unable, consent judgment or otherwise voluntarily dispose after diligent good faith efforts, to provide any of the suit or action (“Settlement”) without the written consent of the other Party but only if such Settlement can be achieved without adversely affecting the other Party (including any remedies provided for in clauses 10.3.1 through 10.3.3 hereof, PracSys may in fulfillment of its Patent Rights)obligation under this paragraph remove such Equipment or part and refund to NASI the purchase price thereof. 10.5 THIS PARAGRAPH SETS FORTH THE SOLE OBLIGATIONS OF PracSys AND ITS SUBCONTRACTORS AND AFFILIATES, AND THE EXCLUSIVE REMEDIES OF NASI, WITH RESPECT TO INFRINGEMENT OF THIRD PARTY PROPRIETARY RIGHTS. If a Settlement could adversely affect the other PartyIN NO EVENT SHALL PracSys OR ITS SUBCONTRACTORS OR AFFILIATES BE LIABLE TO NASI FOR LOSS OF USE, then the written consent of the other Party would be requiredREVENUE, which consent shall not be unreasonably withheldOR PROFIT OR ANY OTHER DIRECT, INDIRECT, INCIDENTAL OR CONSEQUENTIAL DAMAGES ARISING FROM ANY SUCH INFRINGEMENT.

Infringement. Each Party shall promptly provide written notice to the other Party during the Agreement Term of any (i) known infringement or suspected infringement by a Third Party of any FMI Background Patent Rights, FMI Foreground Patent Rights, Roche Background Patent Rights, Roche Foreground Patent Rights or Joint Patent Rights, or (ii) known or suspected unauthorized use or misappropriation by a Third Party of any FMI Background Know-How, FMI Know-How, Roche Background Know-How, Roche Know-How or Joint Know-How, and shall provide the other Party with all evidence in its possession supporting such infringement or unauthorized use or misappropriation. Within […***…] after a Party provides or receives such written notice (“Decision Period”), the Party Handling enforcement of such Patent Right as set forth in this Section 2.7, in its sole discretion, shall decide whether or not to initiate such suit or action in the Territory and shall notify the other Party in writing of its decision in writing (“Suit Notice”). For any FMI Background Patent Right or sole FMI Patent Right, FMI in its sole discretion shall decide whether or not to initiate such suit or action in the Territory. FMI shall have full discretion as to how it wishes to handle such suit and may reach Settlement under any terms and conditions it desires and retain all damages, settlement fees or other consideration received in connection therewith. Only if a Settlement could adversely affect Roche shall the written consent of Roche be required, which consent shall not be unreasonably withheld. The term “adversely affect” in the previous sentence shall include, among other things, […***…]. For any sole Roche Background Patent Right or Roche Patent Right, Roche, in its sole discretion, shall decide whether or not to initiate such suit or action in the Territory. Roche shall have full discretion as to how it wishes to handle such suit and may reach Settlement under any terms and conditions it desires and retain all damages, settlement fees or other consideration received in connection therewith. Only if a Settlement could adversely affect FMI shall the written consent of FMI be required, which consent shall not be unreasonably withheld. If for a Joint Patent Right, Roche decides to bring a suit or take action, once Roche provides Suit Notice, Roche may immediately commence such suit or take such action. In the event that Roche (i) does not in writing advise FMI within the Decision Period that Roche will commence suit or take action, or (ii) fails to commence suit or take action within a reasonable time after providing Suit Notice, FMI shall thereafter have the right to commence suit or take action in the Territory and shall provide written notice Roche of any such suit commenced or action taken by FMI. Upon written request, the Party bringing suit or taking action (“Initiating Party”) shall keep the other Party informed of the status of any such suit or action and shall provide the other Party with copies, to the extent the Initiating Party is lawfully permitted to do so, of all material documents or communications filed in such suit or action. The Initiating Party shall have the sole and exclusive right to select counsel for any such suit or action. The Initiating Party shall, except as provided below, pay all expenses of the suit or action, including the Initiating Party’s attorneys’ fees and court costs. Any damages, settlement fees or other consideration received as a result of such suit or action shall be allocated as follows: (a) FirstThe Vendor agrees that it shall defend, to reimburse the Initiating Party for its costs andindemnify ------------ and hold harmless, if any remains, to the other Party for any advisory counsel fees and costs; and (b) Second, the balance, if any, shall be allocated […***…]. 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 reasonable out-of-pocket expenses incurred by the other Party in rendering such assistance. The other Party shall have the right to participate and be represented in any such suit or action by its own counsel at its own expense, all suits and claims against the Owner for infringement or violation of any patent, trademark, copyright, trade secret or other intellectual property rights of any third party enforceable in the United 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 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 infringement or violation, provided that 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 appeal 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 Initiating Party 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 settlegive rise to Losses for which indemnification may be sought under this Agreement, consent judgment or otherwise voluntarily dispose provided, however, no delay on the part of the suit 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 (“Settlement”and in any event within fifteen (15) without calendar days after the service of the citation or summons). The Vendor shall be entitled, if it so elects, (i) to defend such lawsuit or action, (ii) to employ and engage attorneys of its own choice to handle and defend the same, at the Vendor's cost, risk and expense, and (iii) to compromise or settle such Claim, which compromise or settlement shall be made only with the written consent of the other Party but only if Owner (which may not be unreasonably withheld), unless such Settlement can be achieved without adversely affecting compromise or settlement includes an unconditional release of any claims against the other Party (including any of its Patent Rights). If a Settlement could adversely affect the other Party, then the Owner in which event such written consent of the other Party would be required, which consent Owner shall not be unreasonably withheldrequired. If the Vendor fails to assume the defense of such Claim within fifteen (15) 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 undertake, at the Vendor's cost and expense, the defense, compromise or settlement of such Claim on behalf of and for the account and risk of the Vendor. In the event the Owner assumes the defense of the Claim, the Owner will keep the Vendor reasonably informed of the progress of any such defense, compromise or settlement. The Vendor shall be 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 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. 5.1 Each Party party shall promptly provide written inform the other of any suspected infringement of any of the Licensed Patents or the infringement or misappropriation of Related Materials by a third party (“Covered Infringement”). 5.2 If the suspected infringement or misappropriation involves a Covered Infringement, Licensee shall, within 60 days of the first notice referred to in Section 5.1, inform Licensor whether or not Licensee intends to institute suit against such third party with respect to such Covered Infringement. Licensor will not take any steps toward instituting suit against any third party involving a Covered Infringement until Licensee has informed Licensor of its intention pursuant to the other Party during the Agreement Term of any (i) known infringement or suspected infringement by previous sentence. 5.3 If Licensee notifies Licensor that Licensee intends to institute suit against a Third Party of any FMI Background Patent Rightsthird party with respect to a Covered Infringement, FMI Foreground Patent Rights, Roche Background Patent Rights, Roche Foreground Patent Rights or Joint Patent Rights, or (ii) known or suspected unauthorized use or misappropriation by a Third Party of any FMI Background Know-How, FMI Know-How, Roche Background Know-How, Roche Know-How or Joint Know-HowLicensee may bring such suit on its own and shall in such event bear all costs of, and shall provide the other Party with exercise all evidence in control over, such suit. Licensee may, at its possession supporting expense, bring such infringement or unauthorized use or misappropriation. Within […***…] after a Party provides or receives such written notice (“Decision Period”), the Party Handling enforcement of such Patent Right as set forth in this Section 2.7, in its sole discretion, shall decide whether or not to initiate such suit or action in the Territory and shall notify the other Party in writing name of its decision in writing (“Suit Notice”). For any FMI Background Patent Right or sole FMI Patent Right, FMI in its sole discretion shall decide whether or not Licensor and/or cause Licensor to initiate such suit or action be joined in the Territory. FMI shall have full discretion as to how it wishes to handle such suit and may reach Settlement under any terms and conditions it desires and retain all damages, settlement fees or other consideration received in connection therewith. Only if a Settlement could adversely affect Roche shall the written consent of Roche be required, which consent shall not be unreasonably withheld. The term “adversely affect” in the previous sentence shall include, among other things, […***…]. For any sole Roche Background Patent Right or Roche Patent Right, Roche, in its sole discretion, shall decide whether or not to initiate such suit or action in the Territory. Roche shall have full discretion as to how it wishes to handle such suit and may reach Settlement under any terms and conditions it desires and retain all damages, settlement fees or other consideration received in connection therewith. Only if a Settlement could adversely affect FMI shall the written consent of FMI be required, which consent shall not be unreasonably withheld. If for a Joint Patent Right, Roche decides to bring a suit or take action, once Roche provides Suit Notice, Roche may immediately commence such suit or take such action. In the event that Roche (i) does not in writing advise FMI within the Decision Period that Roche will commence suit or take action, or (ii) fails to commence suit or take action within a reasonable time after providing Suit Notice, FMI shall thereafter have the right to commence suit or take action in the Territory and shall provide written notice Roche of any such suit commenced or action taken by FMI. Upon written request, the Party bringing suit or taking action (“Initiating Party”) shall keep the other Party informed of the status of any such suit or action and shall provide the other Party with copies, to the extent the Initiating Party is lawfully permitted to do so, of all material documents or communications filed in such suit or action. The Initiating Party shall have the sole and exclusive right to select counsel for any such suit or action. The Initiating Party shall, except as provided below, pay all expenses of the suit or action, including the Initiating Party’s attorneys’ fees and court costs. Any damages, settlement fees or other consideration received as a result of such suit or action shall be allocated as follows: (a) First, to reimburse the Initiating Party for its costs and, if any remains, to the other Party for any advisory counsel fees and costs; and (b) Second, the balanceplaintiff. Recoveries, if any, whether by judgment, award, decree or settlement, shall be allocated […***…]. If after 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 reasonable out-Licensee for its costs in such action, be treated as if they were Net Sales for purposes of calculating royalties under Section 3.2. 5.4 If Licensee notifies Licensor that it does not intend to institute suit against such third party with respect to a Covered Infringement (or fails to give any notice in this respect or to actually bring a suit against the third party), Licensor may institute suit on his own. Licensor shall bear all costs of-pocket expenses incurred , and shall exercise all control over, such suit. Recoveries, if any, whether by the other Party in rendering such assistance. The other Party judgment, award, decree or settlement, shall have the right belong solely to participate and be represented in any such 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 achieved without adversely affecting the other Party (including any of its Patent Rights). If a Settlement could adversely affect the other Party, then the written consent of the other Party would be required, which consent shall not be unreasonably withheldLicensor.

Infringement. (a) Each Party shall promptly provide written notice report in writing to the other Party during the term of this Agreement Term of any (i) known infringement or suspected infringement by a Third Party of any FMI Background Patent Rights, FMI Foreground Patent Rights, Roche Background Patent Rights, Roche Foreground of the Amano Patent Rights or the Joint Patent Rights, or (ii) known or suspected unauthorized use or misappropriation by a Third Party of any FMI Background Know-How, FMI Know-How, Roche Background Know-How, Roche Amano Know-How or Joint Know-HowHow by a third party of which it becomes aware, and shall provide the other Party with all available evidence in its possession supporting such said infringement, suspected infringement or unauthorized use or misappropriation. Within […***…] after a Party provides or receives such written notice . (“Decision Period”)b) Except as provided in subsection (d) below, the Party Handling enforcement of such Patent Right as set forth in this Section 2.7, in its sole discretion, Altus shall decide whether or not to initiate such suit or action in the Territory and shall notify the other Party in writing of its decision in writing (“Suit Notice”). For any FMI Background Patent Right or sole FMI Patent Right, FMI in its sole discretion shall decide whether or not to initiate such suit or action in the Territory. FMI shall have full discretion as to how it wishes to handle such suit and may reach Settlement under any terms and conditions it desires and retain all damages, settlement fees or other consideration received in connection therewith. Only if a Settlement could adversely affect Roche shall the written consent of Roche be required, which consent shall not be unreasonably withheld. The term “adversely affect” in the previous sentence shall include, among other things, […***…]. For any sole Roche Background Patent Right or Roche Patent Right, Roche, in its sole discretion, shall decide whether or not to initiate such suit or action in the Territory. Roche shall have full discretion as to how it wishes to handle such suit and may reach Settlement under any terms and conditions it desires and retain all damages, settlement fees or other consideration received in connection therewith. Only if a Settlement could adversely affect FMI shall the written consent of FMI be required, which consent shall not be unreasonably withheld. If for a Joint Patent Right, Roche decides to bring a suit or take action, once Roche provides Suit Notice, Roche may immediately commence such suit or take such action. In the event that Roche (i) does not in writing advise FMI within the Decision Period that Roche will commence suit or take action, or (ii) fails to commence suit or take action within a reasonable time after providing Suit Notice, FMI shall thereafter have the right to commence initiate an infringement or other appropriate suit or take action anywhere in the Territory world against any third party who at any time has infringed, or is suspected of infringing, any of the Amano Patent Rights or joint Patent Rights or of using without proper authorization all or any portion of the Amano Know-How or the Joint Know-How in connection with the making, using or sale of products that compete with the Product. Altus shall give Amano sufficient advance notice of its intent to file said suit and the reasons therefor, and shall provide written notice Roche of any Amano with an opportunity to make suggestions and comments regarding such suit commenced or action taken by FMIsuit. Upon written request, the Party bringing suit or taking action (“Initiating Party”) Altus shall keep the other Party informed of Amano promptly informed, and shall from time to time consult with Amano regarding the status of any such suit or action and shall provide the other Party Amano with copies, to the extent the Initiating Party is lawfully permitted to do so, copies of all material documents or filed in, and all written communications filed in relating to, such suit or action. The Initiating Party suit. (c) Altus shall have the sole and exclusive right to select counsel for any such suit or action. The Initiating Party shall, except as provided below, referred to in subsection (b) above and shall pay all expenses of the suit or actionsuit, including the Initiating Party’s without limitation attorneys’ fees and court costs. Any Altus and/or its Affiliates shall be entitled to retain [*****]% of any damages, royalties, settlement fees or other consideration received as a result of such suit or action for past infringement resulting therefrom, and Amano shall be allocated as follows: (a) First, entitled to reimburse the Initiating Party for its costs and, if any remains, to the other Party for any advisory counsel fees and costs; and (b) Second, the balance, if any, shall be allocated receive […***…**]% of any such damages, royalties, settlement fees or other consideration. If the Initiating Party believes it is reasonably necessary or desirable to obtain an effective remedynecessary, upon written request the other Party agrees to be joined Amano shall join 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 actionsuit. At the Initiating Party’s written request, the other Party Amano shall offer reasonable assistance to the Initiating Party Altus in connection therewith at no charge to the Initiating Party Altus except for reimbursement of reasonable out-of-pocket expenses incurred by the other Party in rendering such assistance. The other Party Amano shall have the right to participate and be represented in any such suit or action by its own counsel at its own expense. The Initiating Party may settle, consent judgment or otherwise voluntarily dispose Altus shall not settle any such suit involving rights of Amano without obtaining the suit or action (“Settlement”) without the prior written consent of the other Party but only if such Settlement can be achieved without adversely affecting the other Party (including any of its Patent Rights). If a Settlement could adversely affect the other Party, then the written consent of the other Party would be requiredAmano, which consent shall not be unreasonably withheld. (d) In the event that Altus elects not to initiate an infringement or other appropriate suit pursuant to subsection (b) above, Altus shall promptly advise Amano of its intent not to initiate such suit, and Amano shall have the right, at the expense of Amano, of initiating an infringement or other appropriate suit against any third party who at any time has infringed, or is suspected of infringing, any of the Amano Patent Rights or Joint Patent Rights or of using without proper authorization all or any portion of the Amano Know-How or Joint Know-How in connection with the making, using or sale of products that compete with the Product. In exercising its rights pursuant to this subsection (d), Amano shall have the sole and exclusive right to select counsel and shall, except as provided below, pay all expenses of the suit including without limitation attorneys’ fees and court costs. Amano shall be entitled to [*****] its [*****] from any damages, royalties, settlement fees or other consideration for [*****] resulting therefrom, and thereafter Altus and/or its Affiliates shall be entitled to retain [*****]% of any remaining damages, royalties, settlement fees or other consideration, and Amano shall be entitled to receive [*****]% of any remaining damages, royalties, settlement fees or other consideration. If necessary, Altus shall join as a party to the suit but shall be under no obligation to participate except to the extent that such participation is required as a result of being a named party to the suit. At Amano’s request, Altus shall offer reasonable assistance to Amano in connection therewith at no charge to Amano except for reimbursement of reasonable out-of-pocket expenses incurred in rendering such assistance. Altus shall have the right to participate and be represented in any such suit by its own counsel at its own expense.

Infringement. Each Party 6.1 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. 6.2 If PALOMAR shall promptly provide have supplied GENERAL with written evidence demonstrating to GENERAL’s reasonable satisfaction prima facie infringement of a claim of a PATENT RIGHT by a third party, whether such infringement occurred or is alleged to have occurred before or after the EFFECTIVE DATE, PALOMAR may by notice request GENERAL to take steps to protect the PATENT RIGHT. GENERAL shall notify PALOMAR within sixty (60) days of the receipt of such notice whether GENERAL intends to prosecute the alleged infringement. If GENERAL notifies PALOMAR that it intends to so prosecute, GENERAL shall, within three (3) months of its notice to the other Party during the Agreement Term of any PALOMAR either (i) known cause infringement or suspected infringement by a Third Party of any FMI Background Patent Rights, FMI Foreground Patent Rights, Roche Background Patent Rights, Roche Foreground Patent Rights or Joint Patent Rights, to terminate or (ii) known initiate legal proceedings against the infringer. In the event GENERAL notifies PALOMAR that GENERAL does not intend to prosecute said infringement PALOMAR may, upon notice to GENERAL, initiate legal proceedings against the infringer at PALOMAR’s expense and in GENERAL’s name if so required by law. No settlement, consent judgment or suspected unauthorized use other voluntary final disposition of the suit which invalidates or misappropriation by a Third Party of any FMI Background Know-How, FMI Know-How, Roche Background Know-How, Roche Know-How or Joint Know-How, and shall provide restricts the other Party with all evidence in its possession supporting such infringement or unauthorized use or misappropriation. Within […***…] after a Party provides or receives such written notice (“Decision Period”), the Party Handling enforcement claims of such Patent Right as set forth in this Section 2.7, in its sole discretion, shall decide whether or not to initiate such suit or action in PATENT RIGHTS may be entered into without the Territory and shall notify the other Party in writing of its decision in writing (“Suit Notice”). For any FMI Background Patent Right or sole FMI Patent Right, FMI in its sole discretion shall decide whether or not to initiate such suit or action in the Territory. FMI shall have full discretion as to how it wishes to handle such suit and may reach Settlement under any terms and conditions it desires and retain all damages, settlement fees or other consideration received in connection therewith. Only if a Settlement could adversely affect Roche shall the written consent of Roche be requiredGENERAL, which consent shall not be unreasonably withheld. The term “adversely affect” in the previous sentence shall include, among other things, […***…]. For any sole Roche Background Patent Right or Roche Patent Right, Roche, in its sole discretion, shall decide whether or not to initiate such suit or action in the Territory. Roche shall have full discretion as to how it wishes to handle such suit and may reach Settlement under any terms and conditions it desires and retain all damages, settlement fees or other consideration received in connection therewith. Only if a Settlement could adversely affect FMI shall the written consent of FMI be required, which consent shall not be unreasonably withheldwithheld unless GENERAL assumes responsibility for future expenses in litigation. If PALOMAR shall indemnify GENERAL against any order for a Joint Patent Right, Roche decides to bring a suit or take action, once Roche provides Suit Notice, Roche payment that may immediately commence be made against GENERAL in such suit or take such action. proceedings. 6.3 In the event one party shall initiate or carry on legal proceedings to enforce any PATENT RIGHT against any alleged infringer, the other party shall fully cooperate with and supply all assistance reasonably requested 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 Roche (i) does not in writing advise FMI within the Decision Period that Roche will commence suit or take action, or (ii) fails to commence suit or take action within a reasonable time after providing Suit Notice, FMI shall thereafter have the right to commence suit or take action in the Territory and shall provide written notice Roche of any bear the reasonable expenses (excluding legal fees) incurred by said other party in providing such suit commenced assistance and cooperation as is requested pursuant to this Article 6. The party initiating or action taken by FMI. Upon written request, the Party bringing suit or taking action (“Initiating Party”) carrying on such legal proceedings shall keep the other Party party informed of the status progress of any such suit or action proceedings and said other party shall provide the other Party with copies, be entitled to the extent the Initiating Party is lawfully permitted to do so, of all material documents or communications filed counsel in such suit or action. The Initiating Party shall have the sole and exclusive right to select counsel for any such suit or action. The Initiating Party shall, except as provided below, pay all expenses of the suit or action, including the Initiating Party’s attorneys’ fees and court costsproceedings but at its own expense. Any damages, settlement fees or other consideration received award paid by third parties as a the result of such suit proceedings (whether by way of settlement or action otherwise) shall first be applied to reimbursement of the unreimbursed legal fees and expenses incurred by either party, and then the remainder shall be allocated divided between the parties as follows: (ai) FirstIf the amount is based on lost profits, to reimburse the Initiating Party for its costs and, if any remains, PALOMAR shall receive an amount equal to the other Party for damages the court determines PALOMAR has suffered as a result of the infringement less the amount of any advisory counsel fees and costsroyalties that would have been due GENERAL on sales of PRODUCT lost by PALOMAR as a result of the infringement had PALOMAR made such sales; and (ii) GENERAL shall receive an amount equal to the royalties it would have received if such sales had been made by PALOMAR; or (b) SecondAs to awards other than those based on lost profits, sixty (60) percent to the balanceparty initiating such proceedings and forty (40) percent to the other party, if anyprovided that in the event that GENERAL has paid for further litigation subsequent to GENERAL’s refusal to agree to a settlement, consent judgment or voluntary final disposition of a suit pursuant to Paragraph 6.2, such awards shall be allocated […***…]divided equally between the parties. 6.4 For the purpose of the proceedings referred to in this Article 6, GENERAL and PALOMAR shall permit the use of their names and shall execute such documents and carry out such other acts as may be necessary. If the Initiating Party believes it is reasonably necessary The party initiating or desirable to obtain an effective remedy, upon written request carrying on such legal proceedings shall keep the other Party agrees to be joined as a party to informed of the suit or action but progress of such proceedings and said other party shall be under no obligation entitled to participate except to the extent that counsel in 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 reasonable out-of-pocket expenses incurred by the other Party in rendering such assistance. The other Party shall have the right to participate and be represented in any such suit or action by its own counsel proceedings but at its own expense. , said expenses to be off-set against any damages received by the party bringing suit in accordance with the foregoing Paragraph 6.3. 6.5 The Initiating Party may settle, consent judgment or otherwise voluntarily dispose provisions of this Article 6 shall apply only to PATENT RIGHTS licensed to PALOMAR under Paragraph 2.1 in the suit or action (“Settlement”) without country in which the written consent of the other Party but only if such Settlement can be achieved without adversely affecting the other Party (including any of its Patent Rights). If a Settlement could adversely affect the other Party, then the written consent of the other Party would be required, which consent shall not be unreasonably withheldalleged infringement is taking place.

Infringement. 9.1 Each Party shall promptly agrees to provide prompt written notice to the other Party during the Agreement Term of any (i) known alleged infringement or suspected infringement of the Patent Rights by a Third Party third party, and of any FMI Background Patent Rightsavailable evidence thereof, FMI Foreground Patent Rightsof which it becomes aware. 9.2 During the term of this Agreement, Roche Background Patent Rights, Roche Foreground Patent Rights or Joint Patent Rights, or (ii) known or suspected unauthorized use or misappropriation by a Third Party of any FMI Background Know-How, FMI Know-How, Roche Background Know-How, Roche Know-How or Joint Know-How, and shall provide the other Party with all evidence in its possession supporting such infringement or unauthorized use or misappropriation. Within […***…] after a Party provides or receives such written notice (“Decision Period”), the Party Handling enforcement of such Patent Right as set forth in this Section 2.7, in its sole discretion, shall decide whether or not to initiate such suit or action in the Territory and shall notify the other Party in writing of its decision in writing (“Suit Notice”). For any FMI Background Patent Right or sole FMI Patent Right, FMI in its sole discretion shall decide whether or not to initiate such suit or action in the Territory. FMI shall have full discretion as to how it wishes to handle such suit and may reach Settlement under any terms and conditions it desires and retain all damages, settlement fees or other consideration received in connection therewith. Only if a Settlement could adversely affect Roche shall the written consent of Roche be required, which consent shall not be unreasonably withheld. The term “adversely affect” in the previous sentence shall include, among other things, […***…]. For any sole Roche Background Patent Right or Roche Patent Right, Roche, in its sole discretion, shall decide whether or not to initiate such suit or action in the Territory. Roche shall have full discretion as to how it wishes to handle such suit and may reach Settlement under any terms and conditions it desires and retain all damages, settlement fees or other consideration received in connection therewith. Only if a Settlement could adversely affect FMI shall the written consent of FMI be required, which consent shall not be unreasonably withheld. If for a Joint Patent Right, Roche decides to bring a suit or take action, once Roche provides Suit Notice, Roche may immediately commence such suit or take such action. In the event that Roche (i) does not in writing advise FMI within the Decision Period that Roche will commence suit or take action, or (ii) fails to commence suit or take action within a reasonable time after providing Suit Notice, FMI shall thereafter have the right to commence suit or take action in the Territory and shall provide written notice Roche of any such suit commenced or action taken by FMI. Upon written request, the Party bringing suit or taking action (“Initiating Party”) shall keep the other Party informed of the status of any such suit or action and shall provide the other Party with copiesLicensee, to the extent the Initiating Party is lawfully permitted to do soby law, of all material documents or communications filed in such suit or action. The Initiating Party shall have the sole and exclusive right, but shall not be obligated, to prosecute at its own expense all infringements of the Patent Rights and, in furtherance of such right, Northwestern hereby agrees that Licensee may include Northwestern as a party plaintiff in such suit, without expense to Northwestern, provided, however, that such right to select counsel bring such infringement action shall remain in effect only for so long as the license granted herein remains exclusive. Prior to commencing any such suit 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 judgment or action. The Initiating Party shall, except as provided below, pay all expenses other voluntary final disposition of the suit or action, including may be entered into without the Initiating Party’s attorneys’ fees and court costsprior written consent of Northwestern. Licensee shall indemnify Northwestern against any order for costs that may be made against Northwestern in such proceedings. Any damages, settlement fees or other consideration received as a result of such suit or recovery resulting from an action brought by Licensee shall be allocated distributed as follows: (a) First, to reimburse the Initiating each Party for its costs and, if any remains, to the other Party shall be reimbursed for any advisory counsel fees and costsexpenses it incurred in the action; and (b) Secondas to ordinary damages for past infringement , Licensee shall receive an amount equal to either (i) its lost profits, (ii) a reasonable royalty on the balanceinfringing sales, or (iii) whatever alternative measure of such damages the court shall have applied, and such amount shall be treated as Net Sales for the purpose of calculating running royalties under Section 5.5; and (c) the Parties shall share equally in any additional award, including any special or punitive damages. 9.3 If six (6) months after having become aware of any alleged infringement Licensee has been unsuccessful in persuading the alleged infringer to desist and either has not brought or is not diligently prosecuting an infringement action, or if anyLicensee shall notify Northwestern at any time of its intention not to bring suit against any alleged infringer, 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 be allocated […***…]. If have the Initiating Party believes right, within thirty (30) days after it is reasonably necessary or desirable receives notice of the commencement of such action, to obtain an effective remedy, upon written request intervene and take over the other Party agrees to be joined as a party to sole defense of the suit or action (but shall be under no obligation to participate except only to the extent that such participation is required as of 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 reasonable out-of-pocket expenses incurred by the other Party in rendering such assistance. The other Party shall have the right to participate and be represented in any such suit or action by its own counsel Patent Rights) at its own expense. The Initiating Party If Northwestern does not exercise this right, Licensee may settletake over the sole defense of the action at Licensee's sole expense. No settlement, consent judgment or otherwise voluntarily dispose other voluntary final disposition of the suit or action (“Settlement”) may be entered into without the prior written consent of the other Party but only if such Settlement can be achieved without adversely affecting the other Party (including any of its Patent Rights). If a Settlement could adversely affect the other Party, then the written consent of the other Party would be requiredNorthwestern, which consent shall not be 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 Party initiating or defending such suit, cooperate in all reasonable respects (including joining as a party 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 accordance with the terms and conditions of this Agreement relating to sublicenses. Any upfront fees as part of such a sublicense shall be shared equally between Licensee and Northwestern; other revenues to Licensee resulting from such a sublicense shall be treated pursuant to Section 5.6.

Infringement. 6.1 Each Party shall promptly provide written notice to the other Party during the Agreement Term of any (i) known infringement or suspected infringement by a Third Party of any FMI Background Patent Rights, FMI Foreground Patent Rights, Roche Background Patent Rights, Roche Foreground Patent Rights or Joint Patent Rights, or (ii) known or suspected unauthorized use or misappropriation by a Third Party of any FMI Background Know-How, FMI Know-How, Roche Background Know-How, Roche Know-How or Joint Know-How, and shall provide the other Party with all evidence in its possession supporting such infringement or unauthorized use or misappropriation. Within […***…] after a Party provides or receives such written notice (“Decision Period”), the Party Handling enforcement of such Patent Right as set forth in this Section 2.7, in its sole discretion, shall decide whether or not to initiate such suit or action in the Territory and shall party will notify the other Party in writing of any misappropriation or infringement of any Intellectual Property Rights in the Licensed Technology of which the party becomes aware. *** Certain confidential information on this page has been omitted and filed separately with the Commission. Confidential treatment has been requested with respect to the omitted portions. 6.2 The Licensee has the first right (but is not obliged) to take legal action at its decision own cost against any misappropriation or infringement of any rights included in the Licensed Technology. The Licensee must discuss any proposed legal action with the Licensor prior to the legal action being commenced. 6.3 If the Licensee takes legal action under clause 6.2, the Licensee will: 6.3.1 indemnify and hold the Licensor and the University harmless against all costs (including lawyers’ and patent agents’ fees and expenses), claims, demands and liabilities arising out of or consequent upon such activities and will settle any invoice received from the Licensor in respect of such costs, claims, demands and liabilities within 30 days of receipt; and 6.3.2 treat any award of damages (including, without limitation, punitive damages) as Net Sales for the purposes of clause 8, however the Licensee shall be entitled to deduct from such award of damages all costs and expenses incurred in such legal action; and 6.3.3 keep the Licensor regularly informed of the progress of the legal action, including, without limitation, any claims affecting the scope of the Licensed Technology. 6.4 If the Licensee has notified the Licensor in writing (“Suit Notice”). For that it does not intend to take any FMI Background Patent Right or sole FMI Patent Right, FMI in its sole discretion shall decide whether or not to initiate such suit or action in relation to the Territory. FMI misappropriation or infringement or the Licensee has not taken any such action within thirty (30) days of the notification under clause 6.1, the Licensor may take such legal action at its own cost. 6.5 The Licensee has the right to take legal action to defend against any claim by a third party that the Licensee’s use of the Licensed Technology as contemplated by this agreement infringes or misappropriates any intellectual property rights of such third party provided that: the Licensee shall have full discretion as promptly and completely report to how it wishes to handle the Licensor on the existence, nature, progress and management of any such suit and may reach Settlement under any terms and conditions it desires and retain all damagesaction; and, settlement fees or other consideration received in connection therewith. Only if a Settlement could adversely affect Roche shall that the written consent of Roche be required, which consent Licensee shall not be unreasonably withheld. The term “adversely affect” entitled to take any steps or initiate any proceedings on behalf of or in the previous sentence shall include, among other things, […***…]. For any sole Roche Background Patent Right or Roche Patent Right, Roche, in its sole discretion, shall decide whether or not to initiate such suit or action in the Territory. Roche shall have full discretion as to how it wishes to handle such suit and may reach Settlement under any terms and conditions it desires and retain all damages, settlement fees or other consideration received in connection therewith. Only if a Settlement could adversely affect FMI shall the written consent of FMI be required, which consent shall not be unreasonably withheld. If for a Joint Patent Right, Roche decides to bring a suit or take action, once Roche provides Suit Notice, Roche may immediately commence such suit or take such action. In the event that Roche (i) does not in writing advise FMI within the Decision Period that Roche will commence suit or take action, or (ii) fails to commence suit or take action within a reasonable time after providing Suit Notice, FMI shall thereafter have the right to commence suit or take action in the Territory and shall provide written notice Roche of any such suit commenced or action taken by FMI. Upon written request, the Party bringing suit or taking action (“Initiating Party”) shall keep the other Party informed name of the status of any such suit or action and shall provide the other Party with copies, to the extent the Initiating Party is lawfully permitted to do so, of all material documents or communications filed in such suit or action. The Initiating Party shall have the sole and exclusive right to select counsel for any such suit or action. The Initiating Party shall, except as provided below, pay all expenses of the suit or action, including the Initiating Party’s attorneys’ fees and court costs. Any damages, settlement fees or other consideration received as a result of such suit or action shall be allocated as follows: (a) First, to reimburse the Initiating Party for its costs and, if any remains, to the other Party for any advisory counsel fees and costs; and (b) Second, the balance, if any, shall be allocated […***…]. 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 reasonable out-of-pocket expenses incurred by the other Party in rendering such assistance. The other Party shall have the right to participate and be represented in any such suit or action 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”) Licensor without the Licensor’s prior written consent of the other Party but only if such Settlement can be achieved without adversely affecting the other Party (including any of its Patent Rights). If a Settlement could adversely affect the other Party, then the written consent of the other Party would be required, which consent shall not be unreasonably withheldconsent.

Infringement. Each Party shall promptly provide written notice to the other Party during the Agreement Term of any (i) known infringement With respect to the Patent Rights only, when information comes to the attention of Licensor or suspected infringement Licensee to the effect that any of the Patent Rights have been or are threatened to be infringed by a Third Party of any FMI Background Patent Rightsthird party, FMI Foreground Patent RightsLicensor or Licensee, Roche Background Patent Rightsas the case may be, Roche Foreground Patent Rights or Joint Patent Rights, or (ii) known or suspected unauthorized use or misappropriation by a Third Party of any FMI Background Know-How, FMI Know-How, Roche Background Know-How, Roche Know-How or Joint Know-How, and shall provide the other Party with all evidence in its possession supporting such infringement or unauthorized use or misappropriation. Within […***…] after a Party provides or receives such written notice (“Decision Period”), the Party Handling enforcement of such Patent Right as set forth in this Section 2.7, in its sole discretion, shall decide whether or not to initiate such suit or action in the Territory and shall notify the other Party party in writing of its decision in writing (“Suit Notice”)any such infringement or threatened infringement of which it becomes aware. For If such infringement or threatened infringement relates to any FMI Background Patent Right or sole FMI Patent RightRights within the Field of Use, FMI in its sole discretion shall decide whether or not to initiate such suit or action in the Territory. FMI Licensee shall have full discretion as the initial right but not the obligation to how it wishes take any action to handle stop such suit and may reach Settlement under any terms and conditions it desires and retain all damages, settlement fees infringement or other consideration received in connection therewith. Only if a Settlement could adversely affect Roche shall the written consent of Roche be required, which consent shall not be unreasonably withheld. The term “adversely affect” in the previous sentence shall include, among other things, […***…]. For any sole Roche Background Patent Right or Roche Patent Right, Roche, in its sole discretion, shall decide whether or not to initiate such suit or action in the Territory. Roche shall have full discretion as to how it wishes to handle such suit and may reach Settlement under any terms and conditions it desires and retain all damages, settlement fees or other consideration received in connection therewith. Only if a Settlement could adversely affect FMI shall the written consent of FMI be required, which consent shall not be unreasonably withheld. If for a Joint Patent Right, Roche decides to bring a suit or take action, once Roche provides Suit Notice, Roche may immediately commence such suit or take such actionotherwise enforce Licensee’s rights. In the event that Roche Licensee takes no action to stop such infringement within ninety (i90) does not in writing advise FMI days of receipt of any notice from Licensor or within the Decision Period that Roche will commence suit or take actionninety (90) days of it otherwise becoming aware of such infringement, or (ii) fails to commence suit or take action within a reasonable time after providing Suit Notice, FMI Licensor shall thereafter have the right to commence an action against such infringement, at its own expense and in its own name. The party controlling any such action is referred to below as the “Controlling Party” and the other party, with respect to such action, as the “Cooperating Party.” (ii) The Cooperating Party shall cooperate with the Controlling Party in any action, suit or take action in the Territory and shall provide written notice Roche of proceeding brought under Section 6(b)(i). If a Controlling Party determines that it is necessary or desirable for a Cooperating Party to join any such suit commenced suit, action or action taken by FMI. Upon written requestproceeding, the Cooperating Party bringing shall, at the Controlling Party’s expense, execute all documents and perform such other acts as may be reasonably required. If the Controlling Party initiates suit or taking action (“Initiating Party”) shall keep the other Party informed of the status of any such suit or action and shall provide the other Party with copies, to the extent the Initiating Party is lawfully permitted to do so, of all material documents or communications filed in such suit or action. The Initiating Party hereunder it shall have the sole and exclusive right to select employ counsel for of its own selection and to direct and control the litigation or any such suit or action. The Initiating Party shallsettlement thereof (subject to the penultimate sentence hereof), except as provided below, shall pay all expenses of the suit or action, including the Initiating Cooperating Party’s attorneys’ fees and court reasonable, out of pocket costs. Any damages, settlement fees or other consideration received as a result of such suit or action shall be allocated as follows: (a) First, to reimburse the Initiating Party for its costs and, if any remains, to the other Party for any advisory counsel fees and costs; and (b) Second, the balance, if any, shall be allocated […***…]. If promptly upon 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 Controlling 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 receipt of a request for reimbursement (accompanied by sufficient supporting documentation). Subject to such reimbursement of reasonable the Cooperating Party’s reasonable, out-of-pocket expenses incurred by expenses, the Controlling Party shall be entitled to reimburse itself out of any sums recovered in such suit or in settlement thereof for all costs and expenses, including reasonable attorneys’ fees, necessarily involved in the prosecution of such suit, and any funds that shall remain from said recovery shall be used to reimburse the Cooperating Party for all of its other reasonable costs and expenses, in addition to the out-of-pocket costs already reimbursed, necessarily involved in its participation in such suit, and any balance remaining thereafter shall be distributed to the Controlling Party subject, in rendering the case of Licensee as Controlling Party, to the royalty obligations herein. In any such assistanceaction, the Cooperating Party shall, at it own expense, have the right to non-controlling participation through counsel of its own selection. The other If the Controlling Party desires to settle such claim or suit, it shall first give the Cooperating Party written notice of the terms of the proposed settlement and the Cooperating Party shall have the right to participate and be represented in any approve or reject such suit or action by its own counsel at its own expenseproposal. The Initiating Party may settle, consent judgment or otherwise voluntarily dispose failure of the suit or action Cooperating Party to respond to a notice of settlement within fifteen (“Settlement”15) without business days following the written consent giving of such notice by the Controlling Party shall automatically constitute an approval of the other Party but only if such Settlement can be achieved without adversely affecting the other Party (including any of its Patent Rights). If a Settlement could adversely affect the other Party, then the written consent terms of the other Party would be required, which consent shall not be unreasonably withheldproposed settlement contained therein.

Infringement. Each Party 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 promptly provide have supplied the other party with written evidence demonstrating prima facie infringement of a claim of a PATENT RIGHT in the LICENSE FIELD by a third party, COMPANY shall have the right to take steps to protect the PATENT RIGHT, either upon notice from GENERAL requesting such action, or on its own initiative. COMPANY shall notify GENERAL within three (3) months of one party’s providing the other with evidence of infringement whether COMPANY intends to prosecute the alleged infringement. If COMPANY notifies GENERAL that it intends to so prosecute, COMPANY shall, within three (3) months of its notice to the other Party during the Agreement Term of any GENERAL either (i) known cause infringement or suspected infringement by a Third Party of any FMI Background Patent Rights, FMI Foreground Patent Rights, Roche Background Patent Rights, Roche Foreground Patent Rights or Joint Patent Rights, to terminate or (ii) known initiate [and diligently prosecute] legal proceedings against the infringer in GENERAL’s name if so required by law. In the event COMPANY notifies GENERAL that COMPANY does not intend to prosecute said infringement, GENERAL may, upon notice to COMPANY, initiate legal proceedings against the infringer at GENERAL’s expense. No settlement, consent judgment or suspected unauthorized use other voluntary final disposition of the suit which invalidates or misappropriation by a Third Party restricts the claims of any FMI Background Know-How, FMI Know-How, Roche Background Know-How, Roche Know-How or Joint Know-How, and shall provide such PATENT RIGHTS may be entered into without the consent of the other Party with all evidence in its possession supporting such infringement or unauthorized use or misappropriation. Within […***…] after a Party provides or receives such written notice (“Decision Period”), the Party Handling enforcement of such Patent Right as set forth in this Section 2.7, in its sole discretion, shall decide whether or not to initiate such suit or action in the Territory and shall notify the other Party in writing of its decision in writing (“Suit Notice”). For any FMI Background Patent Right or sole FMI Patent Right, FMI in its sole discretion shall decide whether or not to initiate such suit or action in the Territory. FMI shall have full discretion as to how it wishes to handle such suit and may reach Settlement under any terms and conditions it desires and retain all damages, settlement fees or other consideration received in connection therewith. Only if a Settlement could adversely affect Roche shall the written consent of Roche be requiredparty, which consent shall not be unreasonably withheld. The term “adversely affect” , but provided that, in the previous sentence shall includeevent one party (“the Objecting Party”) withholds consent for a proposed settlement, among other things, […***…]. For any sole Roche Background Patent Right or Roche Patent Right, Roche, in its sole discretion, shall decide whether or not the party proposing the settlement may decline to initiate support further costs of such suit or action in settlement discussions, and the Territory. Roche Objecting Party shall have full discretion as be required to how it wishes to handle such suit and may reach Settlement under any terms and conditions it desires and retain all damages, settlement fees or other consideration received in connection therewith. Only if a Settlement could adversely affect FMI shall the written consent of FMI be required, which consent shall not be unreasonably withheld. If for a Joint Patent Right, Roche decides to bring a suit or take action, once Roche provides Suit Notice, Roche may immediately commence continue such suit or take settlement discussions at its own expense. COMPANY shall indemnify GENERAL against any order for payment that may be made against GENERAL in such actionproceedings. GENERAL shall indemnify COMPANY against any damages that may be made against COMPANY to the extent arising out of any proceedings which GENERAL brings at its own expense pursuant to this paragraph 7.2 following COMPANY’s decision not to prosecute any alleged infringement. 7.3. In the event one party shall initiate or carry on legal proceedings to enforce any PATENT RIGHT against any alleged infringer, the other party shall fully cooperate with and supply all assistance reasonably requested 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 Roche (i) does not in writing advise FMI within the Decision Period that Roche will commence suit or take action, or (ii) fails to commence suit or take action within a reasonable time after providing Suit Notice, FMI shall thereafter have the right to commence suit or take action in the Territory and shall provide written notice Roche of any bear the reasonable expenses (excluding legal fees) incurred by said other party in providing such suit commenced assistance and cooperation as is requested pursuant to this paragraph. The party initiating or action taken by FMI. Upon written request, the Party bringing suit or taking action (“Initiating Party”) carrying on such legal proceedings shall keep the other Party party informed of the status progress of any such suit or action proceedings and said other party shall provide the other Party with copies, be entitled to the extent the Initiating Party is lawfully permitted to do so, of all material documents or communications filed counsel in such suit or action. The Initiating Party shall have the sole and exclusive right to select counsel for any such suit or action. The Initiating Party shall, except as provided below, pay all expenses of the suit or action, including the Initiating Party’s attorneys’ fees and court costsproceedings but at its own expense. Any damages, settlement fees or other consideration received award paid by third parties as a the result of such suit proceedings (whether by way of settlement or action otherwise) shall first be applied to reimbursement of the unreimbursed legal fees and expenses incurred by either party and then the remainder shall be allocated divided between the parties as follows: (a) First(i) If the amount is based on lost profits, to reimburse the Initiating Party for its costs and, if any remains, COMPANY shall receive an amount equal to the other Party for any advisory counsel fees and costs; and (b) Second, damages the balance, if any, shall be allocated […***…]. 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 court determines COMPANY has suffered 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 the infringement less the amount of any royalties that would have been due GENERAL on sales of PRODUCT lost by COMPANY as 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 reasonable out-of-pocket expenses incurred by the other Party in rendering such assistance. The other Party shall have the right to participate and be represented in any such suit or action by its own counsel at its own expense. The Initiating Party may settle, consent judgment or otherwise voluntarily dispose result of the suit or action (“Settlement”) without the written consent of the other Party but only if infringement had COMPANY made such Settlement can be achieved without adversely affecting the other Party (including any of its Patent Rights). If a Settlement could adversely affect the other Partysales, then the written consent of the other Party would be required, which consent shall not be unreasonably withheld.and

Infringement. Each Party shall promptly provide written notice to the other Party during the Agreement Term of any (i) known infringement or suspected infringement by a Third Party of any FMI Background Patent Rights, FMI Foreground Patent Rights, Roche Background Patent Rights, Roche Foreground Patent Rights or Joint Patent Rights, or (ii) known or suspected unauthorized use or misappropriation by a Third Party of any FMI Background Know-How, FMI Know-How, Roche Background Know-How, Roche Know-How or Joint Know-How, and shall provide the other Party with all evidence in its possession supporting such infringement or unauthorized use or misappropriation. Within […***…] after a Party provides or receives such written notice (“Decision Period”), the Party Handling enforcement of such Patent Right as set forth in this Section 2.7, in its sole discretion, shall decide whether or not to initiate such suit or action in the Territory and shall notify the other Party in writing of its decision in writing (“Suit Notice”). For any FMI Background Patent Right or sole FMI Patent Right, FMI in its sole discretion shall decide whether or not to initiate such suit or action in the Territory. FMI shall have full discretion as to how it wishes to handle such suit and may reach Settlement under any terms and conditions it desires and retain all damages, settlement fees or other consideration received in connection therewith. Only if a Settlement could adversely affect Roche shall the written consent of Roche be required, which consent shall not be unreasonably withheld. The term “adversely affect” in the previous sentence shall include, among other things, […***…]. For any sole Roche Background Patent Right or Roche Patent Right, Roche, in its sole discretion, shall decide whether or not to initiate such suit or action in the Territory. Roche shall have full discretion as to how it wishes to handle such suit and may reach Settlement under any terms and conditions it desires and retain all damages, settlement fees or other consideration received in connection therewith. Only if a Settlement could adversely affect FMI shall the written consent of FMI be required, which consent shall not be unreasonably withheld. If for a Joint Patent Right, Roche decides to bring a suit or take action, once Roche provides Suit Notice, Roche may immediately commence such suit or take such action. In the event that Roche (i) does not in writing advise FMI within the Decision Period that Roche will commence suit or take action, or (ii) fails to commence suit or take action within a reasonable time after providing Suit Notice, FMI shall thereafter have the right to commence suit or take action in the Territory and shall provide written notice Roche of any such suit commenced or action taken by FMI. Upon written request, the Party bringing suit or taking action (“Initiating Party”) shall keep the other Party informed of the status of any such suit or action and shall provide the other Party with copies, to the extent the Initiating Party is lawfully permitted to do so, of all material documents or communications filed in such suit or action. The Initiating Party shall have the sole and exclusive right to select counsel for any such suit or action. The Initiating Party shall, except as provided below, pay all expenses of the suit or action, including the Initiating Party’s attorneys’ fees and court costs. Any damages, settlement fees or other consideration received as a result of such suit or action shall be allocated as follows: (a) First, to reimburse the Initiating Party for its costs and, if any remains, CDTI represents and warrants that to the other Party for best of its knowledge and belief the use or sale of the PFC or the use of the Mark will not infringe upon the claims of any advisory counsel fees and costs; andpatent or any tradexxxx issued or to be issued to third parties in the Territories. (b) SecondIn the event of an infringement suit, or threatened infringement suit, against Holts by reason of the balanceuse of the Mark or the use or sale of the PFC furnished hereunder for the Apxxxxation, if anyand provided that Holts notifies CDTI promptly in writing of any claim, or threatened claim, of infringement and tenders to CDTI the defense thereof, CDTI at its option agrees either to: (i) control and conduct at its own expense the defense of any such claim or suit provided that Holts furnishes such assistance and information at CDTI's expense as CDTI shall be allocated […***…]. If the Initiating Party believes it is reasonably necessary or desirable to obtain an effective remedyrequest, upon written request the other Party in which case CDTI indemnifies Holts against all reasonable costs, losses and expenses incurred and CDTI agrees to be joined as a party to keep Holts informed of the suit or action but shall be under no obligation to participate except to progress of any such matter, or (ii) reject the extent tender of the defense in which case CDTI indemnifies Holts against all reasonable costs, losses and expenses of Holts in defending against the claims of suit, provided 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 reasonable out-of-pocket expenses incurred by the other Party in rendering such assistance. The other Party CDTI shall have the right to participate and be represented in any such suit or action defended by its own counsel at its own expense. The Initiating Party may settle, consent judgment or otherwise voluntarily dispose in such suit. (c) Regardless of the suit or action option selected by CDTI in (“Settlement”b) without above, its liability shall not exceed the written consent purchase price of the other Party but only if such Settlement can allegedly infringing goods, nor shall CDTI be achieved without adversely affecting the other Party (including liable to Holts for any of its Patent Rights)consequential or punitive damages. If a Settlement could adversely affect any injunction is issued against the other Party, then the written consent further use of the other Party would be requiredallegedly infringing goods, which consent CDTI shall not be unreasonably withheldhave the option of procuring for Holts the right to use the goods or replacing them with a non-infringing product, as long as Holts agrees that such product achieves the same performance as PFC in the Application or of removing them and refunding the purchase price, including costs of duty and freight.

Infringement. Each (a) In the event that a Party becomes aware of any alleged or threatened infringement of the Licensed Patents in the Territory, such Party shall promptly provide written notice to the other Party during the Agreement Term of any (i) known infringement or suspected infringement by a Third Party of any FMI Background Patent Rights, FMI Foreground Patent Rights, Roche Background Patent Rights, Roche Foreground Patent Rights or Joint Patent Rights, or (ii) known or suspected unauthorized use or misappropriation by a Third Party of any FMI Background Know-How, FMI Know-How, Roche Background Know-How, Roche Know-How or Joint Know-How, and shall provide the other Party with all evidence in its possession supporting such infringement or unauthorized use or misappropriation. Within […***…] after a Party provides or receives such written notice (“Decision Period”), the Party Handling enforcement of such Patent Right as set forth in this Section 2.7, in its sole discretion, shall decide whether or not to initiate such suit or action in the Territory and shall notify the other Party in writing writing. Shionogi shall have the right, but not the obligation, at its discretion and expense, to enforce the Licensed Patents against such infringement, and to defend the Licensed Patents against any claims of its decision in writing (“Suit Notice”). For any FMI Background Patent Right invalidity or sole FMI Patent Right, FMI in its sole discretion shall decide whether or not to initiate such suit or action unenforceability in the Territory. FMI Peninsula shall have full discretion give Shionogi all reasonable information and assistance with respect to such enforcement. Except as to how it wishes to handle such suit and may reach Settlement under set forth in Section 12.3(b), any terms and conditions it desires and retain all damages, settlement fees damages or other consideration received in connection therewith. Only if a Settlement could adversely affect Roche shall the written consent of Roche be required, which consent shall not be unreasonably withheld. The term “adversely affect” in the previous sentence shall include, among other things, […***…]. For any sole Roche Background Patent Right or Roche Patent Right, Roche, in its sole discretion, shall decide whether or not to initiate such suit or action in the Territory. Roche shall have full discretion as to how it wishes to handle such suit and may reach Settlement under any terms and conditions it desires and retain all damages, settlement fees or other consideration received in connection therewith. Only if a Settlement could adversely affect FMI shall the written consent of FMI be required, which consent shall not be unreasonably withheld. If for a Joint Patent Right, Roche decides to bring a suit or take action, once Roche provides Suit Notice, Roche may immediately commence such suit or take such action. In the event that Roche (i) does not in writing advise FMI within the Decision Period that Roche will commence suit or take action, or (ii) fails to commence suit or take action within a reasonable time after providing Suit Notice, FMI shall thereafter have the right to commence suit or take action in the Territory and shall provide written notice Roche of any such suit commenced or action taken by FMI. Upon written request, the Party bringing suit or taking action (“Initiating Party”) shall keep the other Party informed of the status of any such suit or action and shall provide the other Party with copies, to the extent the Initiating Party is lawfully permitted to do so, of all material documents or communications filed in such suit or action. The Initiating Party shall have the sole and exclusive right to select counsel for any such suit or action. The Initiating Party shall, except as provided below, pay all expenses of the suit or action, including the Initiating Party’s attorneys’ fees and court costs. Any damages, settlement fees or other consideration remuneration received as a result of such suit or action shall be allocated as follows: (a) First, to reimburse [*] after reimbursing for the Initiating Party costs and expenses incurred by Peninsula for its costs and, if any remains, to the other Party for any advisory counsel fees and costs; andassistance. (b) SecondPeninsula shall have the right, but not the balanceobligation, if anyat its discretion and expense, to join in such action and seek damages for its lost profits caused by such infringement. Any damages or remuneration received as a result of such action shall be applied first to reimburse each Party for the costs and expenses incurred in such action. Any [*] = CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY BRACKETS, HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 406 OF THE SECURITIES ACT OF 1933, AS AMENDED. remaining amount of such damages or remuneration shall be allocated […***…]. 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 reasonable out-of-pocket expenses incurred by the other Party in rendering Parties [*] of the Parties. (c) If Shionogi does not take any legal action for any reason with respect to such assistance. The other Party infringement within one hundred twenty (120) days following Peninsula's notification, Peninsula shall have the right to participate and be represented in bring any such appropriate suit or action by its own counsel against the infringer at its own Peninsula's expense. The Initiating Party may settle, consent judgment Shionogi shall give Peninsula all reasonable information and assistance with respect to such infringement. Any damages or otherwise voluntarily dispose remuneration received as a result of the suit or such action (“Settlement”) without the written consent of the other Party but only if such Settlement can shall be achieved without adversely affecting the other Party (including [*] after reimbursing any of cost and expenses incurred by Shionogi for its Patent Rights). If a Settlement could adversely affect the other Party, then the written consent of the other Party would be required, which consent shall not be unreasonably withheldassistance.

Infringement. Each Party shall promptly provide 13.1 The Parties agree to give each other prompt written notice to the other Party during the Agreement Term of any (i) known infringement or suspected infringement other similar action in or affecting the Territory by a Third Party of any FMI Background Patent Rights, FMI Foreground Patent Rights, Roche Background Patent Rights, Roche Foreground Patent Rights or Joint Patent Rights, or (ii) the AMIH Marks known or suspected unauthorized use or misappropriation by a Third Party to them. 13.2 In the event of any FMI Background Know-How, FMI Know-How, Roche Background Know-How, Roche Know-How or Joint Know-How, and shall provide the other Party with all evidence in its possession supporting such infringement or unauthorized use or misappropriation. Within […***…] after a Party provides or receives such written notice (“Decision Period”)other similar action, ADSC has the Party Handling enforcement obligation to protect any of such Patent Right as set forth the Non-United States Marks which ADSC has been using in this Section 2.7, the preceding 12 month period and the United States Marks in its sole discretion, shall the Territory and may decide whether or not to initiate any action is necessary for such suit or protection and what such action in might be, taking into account the Territory and shall notify the other Party in writing interests of its decision in writing (“Suit Notice”)both Parties. For any FMI Background Patent Right or sole FMI Patent Right, FMI in its sole discretion shall decide whether or not to initiate such suit or action in the Territory. FMI shall have full discretion as to how it wishes to handle such suit and may reach Settlement under any terms and conditions it desires and retain all damages, settlement fees or other consideration received in connection therewith. Only if a Settlement could adversely affect Roche shall the written consent of Roche be required, which consent shall not be unreasonably withheld. The term “adversely affect” in the previous sentence shall include, among other things, […***…]. For any sole Roche Background Patent Right or Roche Patent Right, Roche, in its sole discretion, shall decide whether or not to initiate such suit or action in the Territory. Roche shall have full discretion as to how it wishes to handle such suit and may reach Settlement under any terms and conditions it desires and retain all damages, settlement fees or other consideration received in connection therewith. Only if a Settlement could adversely affect FMI shall the written consent of FMI be required, which consent shall not be unreasonably withheld. If for a Joint Patent Right, Roche decides to bring a suit or take action, once Roche provides Suit Notice, Roche may immediately commence such suit or take such action. In the event that Roche (i) does not in writing advise FMI within the Decision Period that Roche will commence suit or take action, or (ii) fails to commence suit or take action within a reasonable time after providing Suit Notice, FMI shall thereafter have ADSC has the right to commence suit act in its own name or take if necessary in the name of AMIH. For the term of this Agreement AMIH hereby gives ADSC a power of attorney in the form attached hereto as Schedule 3 to act on its behalf if any action in the Territory and shall provide written notice Roche or out of any court in connection with such suit commenced or action taken by FMIactions is necessary. Upon written request, the Party bringing suit or taking action (“Initiating Party”) shall keep the other Party informed of the status of any such suit or action and shall provide the other Party with copiesADSC will select counsel, to the extent the Initiating Party is lawfully permitted to do so, of all material documents or communications filed in such suit or action. The Initiating Party shall have the sole which AMIH has no reasonable objection and exclusive right to select counsel for any such suit or action. The Initiating Party shall, except as provided below, pay all expenses of the suit or actionAMIH will provide reasonable assistance, including the Initiating Party’s attorneys’ fees by providing information, documents and court costs. Any damagesthings in response to discovery requests, settlement fees or other consideration received by providing at mutually convenient times witnesses for discovery, depositions and trial testimony, and by permitting ADSC to cause AMIH to be named as a result of party plaintiff or co- plaintiff in U.S. litigation. All expenses, including any expenses incurred by AMIH to provide such suit or action shall be allocated as follows: (a) First, to reimburse the Initiating Party for its costs and, if any remains, to the other Party for any advisory counsel fees and costs; and (b) Second, the balance, if anyassistance, shall be allocated […***…]. 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 borne by ADSC and ADSC shall be under no obligation entitled to participate except any amounts awarded to the extent that ADSC or AMIH. ADSC shall not enter into any settlement of 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 reasonable out-of-pocket expenses incurred by the other Party in rendering such assistance. The other Party shall have the right to participate and be represented in any such suit or action 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”) actions without the written consent of the other Party but only if such Settlement can be achieved without adversely affecting the other Party (including any of its Patent Rights). If a Settlement could adversely affect the other Party, then the written consent of the other Party would be requiredAMIH, which consent shall not be unreasonably withheld. 13.3 If any action or proceeding is brought or asserted by ADSC, under the 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 ADSC initiates no action or takes no action in such action or proceeding. Upon assumption of the action or proceeding by AMIH, all expenses shall be borne by 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. Each Party 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 promptly provide prompt written notice thereof to Vistula, which notice shall set forth the other Party during the Agreement Term of any (i) facts known infringement or suspected infringement by a Third Party of any FMI Background Patent Rights, FMI Foreground Patent Rights, Roche Background Patent Rights, Roche Foreground Patent Rights or Joint Patent Rights, or (ii) known or suspected unauthorized use or misappropriation by a Third Party of any FMI Background Know-How, FMI Know-How, Roche Background Know-How, Roche Know-How or Joint Know-How, and shall provide the other Party with all evidence in its possession supporting to Vistula concerning such infringement or unauthorized use threatened infringement (the "Infringement Notice"). If NetYantra becomes aware that a third party may be infringing or misappropriation. Within […***…] after threatening to infringe the Product IP Rights within the Territory, whether by way of an Infringement Notice or otherwise and the exclusive nature of the appointment of Vistula as a Party provides or receives such written notice (“Decision Period”), distributor of the Party Handling enforcement of such Patent Right as set forth in this Section 2.7, in its sole discretion, shall decide whether or not to initiate such suit or action Products in the Territory and shall notify the other Party in writing of its decision in writing (“Suit Notice”). For any FMI Background Patent Right or sole FMI Patent Righthas not been terminated pursuant to Section 2.5, FMI in its sole discretion shall decide whether or not to initiate such suit or action in the Territory. FMI shall have full discretion as to how it wishes to handle such suit and may reach Settlement under any terms and conditions it desires and retain all damages, settlement fees or other consideration received in connection therewith. Only if a Settlement could adversely affect Roche shall the written consent of Roche be required, which consent shall not be unreasonably withheld. The term “adversely affect” in the previous sentence shall include, among other things, […***…]. For any sole Roche Background Patent Right or Roche Patent Right, Roche, in its sole discretion, shall decide whether or not to initiate such suit or action in the Territory. Roche shall have full discretion as to how it wishes to handle such suit and may reach Settlement under any terms and conditions it desires and retain all damages, settlement fees or other consideration received in connection therewith. Only if a Settlement could adversely affect FMI shall the written consent of FMI be required, which consent shall not be unreasonably withheld. If for a Joint Patent Right, Roche decides to bring a suit or take action, once Roche provides Suit Notice, Roche may immediately commence such suit or take such action. In the event that Roche (i) does not in writing advise FMI within the Decision Period that Roche will commence suit or take action, or (ii) fails to commence suit or take action within a reasonable time after providing Suit Notice, FMI shall thereafter have the right to commence suit or take action in the Territory and shall provide written notice Roche of any such suit commenced or action taken by FMI. Upon written request, the Party bringing suit or taking action (“Initiating Party”) shall keep the other Party informed of the status of any such suit or action and shall provide the other Party with copies, to the extent the Initiating Party is lawfully permitted to do so, of all material documents or communications filed in such suit or action. The Initiating Party Vistula shall have the sole and exclusive right right, but not the obligation, to select counsel for initiate and/or pursue legal proceedings against such third party at Vistula's sole expense. Any damage, cost, award fee, recovery, or compensation paid by any such suit third party in connection with any legal proceeding initiated and/or pursued at Vistula's expense (whether by way of settlement or actionotherwise) shall be retained by Vistula. The Initiating Party shallIn the event that Vistula desires to initiate or pursue, except as provided belowinitiates or pursues any legal proceeding against a third party to enforce or protect the Product IP Rights within the Territory, pay NetYantra shall fully cooperate with and supply all expenses assistance reasonably requested by Vistula in connection therewith. Vistula shall have sole and absolute control of the suit proceeding and shall 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 this Section 3.6, NetYantra shall only be "aware" of any infringement or actionthreatened infringement of the Product IP Rights if any member of the senior management of NetYantra including Xxxxxxx Xxxxx, including the Initiating Party’s attorneys’ fees Xxxxx Xxxxxx and court costs. Any damages, settlement fees or other consideration received as a result Xxxxx Xxxxx has actual knowledge of such suit infringement or action shall be allocated as follows: (a) First, to reimburse the Initiating Party for its costs and, if any remains, to the other Party for any advisory counsel fees and costs; and (b) Second, the balance, if any, shall be allocated […***…]. 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 reasonable out-of-pocket expenses incurred by the other Party in rendering such assistance. The other Party shall have the right to participate and be represented in any such suit or action by its own counsel at its own expense. The Initiating Party may settle, consent judgment or otherwise voluntarily dispose threatened infringement of the suit Product IP Rights unless such member of senior management, in his or action (“Settlement”) without the written consent her reasonable opinion does not consider such alleged infringement or infringement constitutes actual infringement or threatened infringement of the other Party but only if such Settlement can be achieved without adversely affecting Product IP Rights for the other Party (including any purposes of its Patent Rights). If a Settlement could adversely affect the other Party, then the written consent of the other Party would be required, which consent shall not be unreasonably withheldthis Section 3.6.

Infringement. Each Party 7.1 The LICENSOR and the LICENSEE shall promptly provide written notice to the other Party during the Agreement Term notify one another as soon as they become aware of any (i) known infringement or suspected infringement of the AGREEMENT PATENTS by a Third Party of any FMI Background Patent Rights, FMI Foreground Patent Rights, Roche Background Patent Rights, Roche Foreground Patent Rights or Joint Patent Rights, or (ii) known or suspected unauthorized use or misappropriation by a Third Party of any FMI Background Know-How, FMI Know-How, Roche Background Know-How, Roche Know-How or Joint Know-How, and THIRD PARTY. They shall provide the other Party supply one another with all evidence items available to them in its possession supporting such order to examine the nature and extent of this. 7.2 If one of the Parties believes that the observed infringement or unauthorized is liable significantly to disrupt the LICENSEE’S use or misappropriation. Within […***…] after a Party provides or receives such written notice (“Decision Period”)of the AGREEMENT PATENTS, the Party Handling enforcement of such Patent Right as set forth in this Section 2.7, in its sole discretion, they shall decide whether or not to initiate such suit or action in the Territory and shall notify approach the other Party in writing of its decision order to discuss the most appropriate measures in writing (“Suit Notice”)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 FMI Background Patent Right or sole FMI Patent Rightissues pertaining to the protection of the AGREEMENT PATENTS, FMI in its sole discretion the LICENSOR shall decide whether or not to initiate such suit or action in be nominated as the Territory. FMI “leader” and shall have full discretion as to how it wishes to handle such suit act following consultation with the LICENSEE and may reach Settlement under shall take account of any terms and conditions it desires and retain all damages, settlement fees or other consideration received in connection therewith. Only if a Settlement could adversely affect Roche shall reasonable comments made by the written consent of Roche be required, which consent shall not be unreasonably withheld. The term “adversely affect” in the previous sentence shall include, among other things, […***…]latter. For any sole Roche Background Patent Right or Roche Patent Right, Rochematters pertaining to the protection of the LICENSEE’S commercial interests, in 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 11 PATENT LICENSE AGREEMENT n°C-00061901 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 proceedings shall be payable by the sole discretionLICENSEE. The awards, including any possible damages of a punitive nature, shall decide whether or not be irrevocably acquired by the LICENSEE. It is, however, agreed that after deducting external costs incurred by the LICENSEE for successfully win the legal proceedings, the indemnities, to initiate such suit or action the exclusion of indemnities of a punitive nature, allocated to LICENSEE shall be included in the TerritoryNET INCOME and shall be subject to payment of royalty to the LICENSOR at the applicable rate in accordance with this AGREEMENT. Roche shall have full discretion as to how it wishes to handle such suit and may reach Settlement under any terms and conditions it desires and retain all damages, settlement fees or other consideration received in connection therewith. Only if a Settlement could adversely affect FMI shall It is furthermore agreed that the written consent of FMI be required, which consent shall not be unreasonably withheld. If for a Joint Patent Right, Roche decides to bring a suit or take action, once Roche provides Suit Notice, Roche may immediately commence such suit or take such action. In the event that Roche (i) does not in writing advise FMI within the Decision Period that Roche will commence suit or take action, or (ii) fails to commence suit or take action within a reasonable time after providing Suit Notice, FMI shall thereafter have LICENSOR reserves the right to commence suit intervene at their cost and risk. 7.5 If the LICENSOR wishes to initiate legal proceedings and the LICENSEE does not wish to, the LICENSOR may then pursue matters at its own initiative and in its own name. The fees for such proceedings shall be payable by the sole LICENSOR. The awards, including any possible damages of a punitive nature, shall be irrevocably and wholly acquired by the LICENSOR. This provision does not however prevent the LICENSEE from taking part in proceedings, at its expense, in order to obtain compensation rightly due for damages. 7.6 If an action by the LICENSEE in accordance with Article 7.4 above must be declared to be inadmissible because of the plaintiffs inability to act or if it can reasonably be anticipated that the LICENSEE plans to take action in accordance with Article 7.4 above, is declared inadmissible for this reason, the LICENSOR shall then provide the LICENSEE upon request and in a timely manner, all powers required for them to act in the Territory name and shall provide written notice Roche of any such suit commenced or action taken by FMI. Upon written request, the Party bringing suit or taking action (“Initiating Party”) shall keep the other Party informed on behalf of the status of any such suit or action and shall provide the other Party with copies, to the extent the Initiating Party is lawfully permitted to do so, of all material documents or communications filed in such suit or actionLICENSOR. The Initiating Party shall have the sole and exclusive right costs pertaining to select counsel for any such suit or action. The Initiating Party shall, except as provided below, pay all expenses of the suit or action, including the Initiating Party’s attorneys’ fees and court costs. Any damages, settlement fees or other consideration received as a result of such suit or this action shall be payable by the LICENSEE. The indemnities that may be allocated as follows: (a) First, to reimburse at the Initiating Party for its costs and, if any remains, to end of the other Party for any advisory counsel fees and costs; and (b) Second, the balance, if any, proceedings shall be allocated […***…]split as set out in Article 7.4 above. 7.7 The Parties jointly undertake to supply all documents, powers of attorney and signatures that may be required in order to carry out their actions successfully in accordance with the terms of this Article. 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 reasonable out-of-pocket expenses incurred by the other Party in rendering such assistance. The other Party shall have the right to participate and be represented in any such suit or action 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 achieved without adversely affecting the other Party (including any of its Patent Rights). If a Settlement could adversely affect the other Party, then the written consent of the other Party would be required, which consent shall not be unreasonably withheld.12 PATENT LICENSE AGREEMENT n°C-00061901

Infringement. Each Party 9.1 If any third party claims patent infringement against Licensee, as a result of Licensee’s use of the Patent Rights, then Licensee shall promptly provide written notice notify University thereof in writing, setting forth the facts of such claim in reasonable detail. As between the parties to this Agreement, Licensee shall have the other Party during first and primary right and responsibility at its own expense to defend and control the Agreement Term defense of any such claim against Licensee, by counsel of its own choice. Licensee shall be free to enter into a settlement, consent judgment, or other voluntary disposition of any such claim, provided that any settlement, consent judgment or other voluntary disposition of any such claim that (i) known infringement materially limits the scope, validity, or suspected infringement by a Third Party enforceability of any FMI Background Patent Rights, FMI Foreground Patent Rights, Roche Background Patent Rights, Roche Foreground patents included in the Patent Rights or Joint Patent Rights, or (ii) known admits fault or suspected unauthorized use wrongdoing on the part of University must be approved by University, such approval not being unreasonably withheld. Licensee’s request for such approval shall include complete copies of final settlement documents, a detailed summary of such settlement, and any other information material to such settlement. University shall provide Licensee notice of its approval or misappropriation denial within fifteen (15) business days of any request for such approval by Licensee, provided that (i) in the event University wishes to deny such approval, such notice shall include a detailed written description of University’s reasonable objections to the proposed settlement, consent judgment, or other voluntary disposition and (ii) University shall be deemed to have approved of such proposed settlement, consent judgment, or other voluntary disposition in the event it fails to provide such notice within such fifteen (15) day period in accordance herewith. Any amounts paid to any third party as damages or other compensation with respect to infringement of a third parties rights shall be treated as third party royalties that Licensee shall be entitled to deduct from royalties due University in accordance with Section 3.10. Subject to the policies of the Board of Governors of the University of North Carolina, University agrees to cooperate with Licensee in any reasonable manner deemed by Licensee to be necessary in defending any such action. Licensee shall reimburse University for any reasonable, documented out of pocket expenses incurred in providing such assistance. 9.2 In the event that any Patent Rights licensed to Licensee are infringed by a Third Party third party, Licensee shall have the exclusive first and primary right, but not the obligation, to institute, prosecute and control any action or proceeding with respect to such infringement, by counsel of its choice, including any FMI Background Know-Howdeclaratory judgment action arising from such infringement. Licensee shall be free to enter into a settlement, FMI Know-Howconsent judgment, Roche Background Know-Howor other voluntary disposition with respect to any such action, Roche Know-How provided that any settlement, consent judgment or Joint Know-Howother voluntary disposition thereof which (i) materially limits the scope, and shall provide validity, or enforceability of patents included in the other Party with all evidence in its possession supporting Patent Rights or (ii) admits fault or wrongdoing on the part of University must be approved by University, such infringement or unauthorized use or misappropriation. Within […***…] after a Party provides or receives such written notice (“Decision Period”), the Party Handling enforcement of such Patent Right as set forth in this Section 2.7, in its sole discretion, shall decide whether or approval not to initiate such suit or action in the Territory and shall notify the other Party in writing of its decision in writing (“Suit Notice”). For any FMI Background Patent Right or sole FMI Patent Right, FMI in its sole discretion shall decide whether or not to initiate such suit or action in the Territory. FMI shall have full discretion as to how it wishes to handle such suit and may reach Settlement under any terms and conditions it desires and retain all damages, settlement fees or other consideration received in connection therewith. Only if a Settlement could adversely affect Roche shall the written consent of Roche be required, which consent shall not be unreasonably withheld. The term “adversely affect” in the previous sentence Licensee’s request for such approval shall includeinclude complete copies of final settlement documents, among a detailed summary of such settlement, and any other thingsinformation material to such settlement. University shall provide Licensee notice of its approval or denial within fifteen (15) business days of any request for such approval by Licensee, […***…]. For any sole Roche Background Patent Right or Roche Patent Right, Roche, in its sole discretion, shall decide whether or not to initiate such suit or action in the Territory. Roche shall have full discretion as to how it wishes to handle such suit and may reach Settlement under any terms and conditions it desires and retain all damages, settlement fees or other consideration received in connection therewith. Only if a Settlement could adversely affect FMI shall the written consent of FMI be required, which consent shall not be unreasonably withheld. If for a Joint Patent Right, Roche decides to bring a suit or take action, once Roche provides Suit Notice, Roche may immediately commence such suit or take such action. In the event provided that Roche (i) does in the event University wishes to deny such approval, such notice shall include a detailed written description of University’s reasonable objections to the proposed settlement, consent judgment, or other voluntary disposition and (ii) University shall be deemed to have approved of such proposed settlement, consent judgment, or other voluntary disposition in the event it fails to provide such notice within such fifteen (15) day period in accordance herewith. If Licensee recovers monetary damages in the form of lost profits or reasonable royalties from a third party infringer as a remedy for the infringement of Patent Rights licensed hereunder, then Licensee shall first apply such recovery to the costs and expenses incurred in obtaining or negotiating for such recovery (including attorneys’ fees), and pay to University the royalties on the remaining portion of such recovered profits at the rate specified in Section 3.7. 9.3 If Licensee elects not to enforce any patent within the Patent Rights, then Licensee shall notify University in writing advise FMI within six (6) months of receiving notice that an infringement exists. University may, at its own expense and control, following the Decision Period that Roche will commence suit or take action, earlier of (i) such notice from Licensee or (ii) fails the expiration of such six (6) month period without Licensee electing to commence suit take any action with respect to such alleged or actual infringement, take steps to defend or enforce any patent within the Patent Rights and recover, for its own account, any damages, awards, or settlements resulting therefrom. 9.4 Notwithstanding the foregoing, and in University’s sole discretion, University shall be entitled to participate through counsel of its own choosing in any legal action within a reasonable time after providing Suit Notice, FMI shall thereafter have involving the right to commence suit or take action Invention and Patent Rights. Nothing in the Territory and foregoing Sections shall provide written notice Roche of be construed in any such suit commenced or action taken by FMI. Upon written request, way which would limit the Party bringing suit or taking action (“Initiating Party”) shall keep the other Party informed authority of the status Attorney General of any such suit or action and shall provide the other Party with copies, to the extent the Initiating Party is lawfully permitted to do so, of all material documents or communications filed in such suit or action. The Initiating Party shall have the sole and exclusive right to select counsel for any such suit or action. The Initiating Party shall, except as provided below, pay all expenses of the suit or action, including the Initiating Party’s attorneys’ fees and court costs. Any damages, settlement fees or other consideration received as a result of such suit or action shall be allocated as follows: (a) First, to reimburse the Initiating Party for its costs and, if any remains, to the other Party for any advisory counsel fees and costs; and (b) Second, the balance, if any, shall be allocated […***…]. 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 reasonable out-of-pocket expenses incurred by the other Party in rendering such assistance. The other Party shall have the right to participate and be represented in any such suit or action 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 achieved without adversely affecting the other Party (including any of its Patent Rights). If a Settlement could adversely affect the other Party, then the written consent of the other Party would be required, which consent shall not be unreasonably withheldNorth Carolina.

Infringement. Each Party (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 provide written notice to the other Party during the Agreement Term of any (i) known infringement or suspected infringement by a Third Party of any FMI Background Patent Rights, FMI Foreground Patent Rights, Roche Background Patent Rights, Roche Foreground Patent Rights or Joint Patent Rights, or (ii) known or suspected unauthorized use or misappropriation by a Third Party of any FMI Background Know-How, FMI Know-How, Roche Background Know-How, Roche Know-How or Joint Know-How, and shall provide the other Party with all evidence in its possession supporting such infringement or unauthorized use or misappropriation. Within […***…] after a Party provides or receives such written notice (“Decision Period”), the Party Handling enforcement of such Patent Right as set forth in this Section 2.7, in its sole discretion, shall decide whether or not to initiate such suit or action in the Territory and shall notify the other Party in writing PARTY and provide it with full details. The PARTIES shall meet to discuss the appropriate course of its decision in writing (“Suit Notice”)action and may collaborate on pursuing such course of action. For any FMI Background Patent Right or sole FMI Patent RightNotwithstanding the foregoing, FMI in its sole discretion shall decide whether or not if the PARTIES fail to initiate such suit or action in the Territory. FMI agree on a course of action, LICENSEE shall have full discretion as to how it wishes to handle such suit and may reach Settlement under any terms and conditions it desires and retain all damagesprimary responsibility for the prosecution, settlement fees prevention or other consideration received in connection therewith. Only if a Settlement could adversely affect Roche shall the written consent of Roche be required, which consent shall not be unreasonably withheld. The term “adversely affect” in the previous sentence shall include, among other things, […***…]. For any sole Roche Background Patent Right or Roche Patent Right, Roche, in its sole discretion, shall decide whether or not to initiate such suit or action in the Territory. Roche shall have full discretion as to how it wishes to handle such suit and may reach Settlement under any terms and conditions it desires and retain all damages, settlement fees or other consideration received in connection therewith. Only if a Settlement could adversely affect FMI shall the written consent of FMI be required, which consent shall not be unreasonably withheld. If for a Joint Patent Right, Roche decides to bring a suit or take action, once Roche provides Suit Notice, Roche may immediately commence such suit or take such action. In the event that Roche (i) does not in writing advise FMI within the Decision Period that Roche will commence suit or take action, or (ii) fails to commence suit or take action within a reasonable time after providing Suit Notice, FMI shall thereafter have the right to commence suit or take action in the Territory and shall provide written notice Roche termination of any such suit commenced or action taken by FMI. Upon written request, the Party bringing suit or taking action (“Initiating Party”) shall keep the other Party informed infringement of the status of any such suit or action and shall provide the other Party with copiesLICENSED TECHNOLOGY, to the extent the Initiating Party is lawfully permitted to do so, of all material documents or communications filed in such suit or action. The Initiating Party shall have the sole and exclusive right to select counsel for any such suit or action. The Initiating Party shall, except as provided below, pay all expenses of the suit or action, including the Initiating Party’s attorneys’ fees and court costs. Any damages, settlement fees or other consideration received as a result of such suit or action shall be allocated as follows: (a) First, to reimburse the Initiating Party for its costs and, if any remains, to the other Party for any advisory counsel fees and costs; and (b) Second, the balance, if any, shall be allocated […***…]. 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 reasonable out-of-pocket expenses incurred by the other Party in rendering such assistance. The other Party shall have the right to participate and be represented in any such suit or action by its own counsel at its own expense. The Initiating Party 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 settlebe reasonably required in the circumstances, consent judgment 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 UNIVERSITIES or otherwise voluntarily dispose against LICENSEE as a consequence of or derived from the performance of any of the suit operations set out in this Agreement, LICENSEE shall indemnify, defend and hold the UNIVERSITIES 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 action (“Settlement”) without the written consent quality of the other Party but only if such Settlement can be achieved without adversely affecting the other Party (including any of its Patent Rights)product. If a Settlement could adversely affect the other Party, then the written consent of the other Party would be required, which consent LICENSEE shall not be unreasonably withheldentitled to waive its rights of appeal or settle any claim without the UNIVERSITIES’s prior consent. (d) LICENSEE shall bear the cost of any such proceeding or 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 treated as NET SALES hereunder.

Infringement. Each Party shall promptly provide written notice (a) If Licensor or Licensee becomes aware of any infringement of any patent issued with respect to the Technology or of the Trademark, such party shall immediately notify the other Party during party, in writing, of the Agreement Term details of such infringement. If any (i) known such infringement or suspected is within the United States, Licensee shall, at its expense, prosecute any action necessary to protect the rights of each of the parties to this Agreement. If Licensee does not prosecute such action, this license shall terminate unless this requirement is waived by Licensor in writing. If such infringement by is in a Third Party foreign country, and such infringement is "substantial," Licensee shall, at its expense, prosecute any action necessary to protect the rights of any FMI Background Patent Rightseach of the parties to this Agreement. If Licensee does not prosecute such action, FMI Foreground Patent RightsLicensee's exclusive license to manufacture, Roche Background Patent Rightsuse, Roche Foreground Patent Rights or Joint Patent Rightssell and sublicense in such country shall terminate. For purposes of this paragraph, an infringement within a foreign country will be deemed to be "substantial" if Licensee, or (ii) known or suspected unauthorized use or misappropriation by its sublicensee, experiences more than a Third Party 25% reduction in sales in such country after introduction in the market in such country of any FMI Background Know-Howthe infringing product. Licensee shall be responsible for all costs, FMI Know-How, Roche Background Know-How, Roche Know-How or Joint Know-Howexpenses and judgments associated with such prosecutions, and shall provide the other Party with all evidence in its possession supporting such infringement be solely entitled to any monetary award or unauthorized use or misappropriation. Within […***…] after a Party provides or receives such written notice (“Decision Period”), the Party Handling enforcement of such Patent Right as set forth in this Section 2.7, in its sole discretion, shall decide whether or not to initiate such suit or action in the Territory and shall notify the other Party in writing of its decision in writing (“Suit Notice”). For any FMI Background Patent Right or sole FMI Patent Right, FMI in its sole discretion shall decide whether or not to initiate such suit or action in the Territory. FMI shall have full discretion as to how it wishes to handle such suit and may reach Settlement under any terms and conditions it desires and retain all damages, settlement fees or other consideration received in connection therewith. Only if a Settlement could adversely affect Roche shall the written consent of Roche be required, which consent shall not be unreasonably withheld. The term “adversely affect” in the previous sentence shall include, among other things, […***…]. For any sole Roche Background Patent Right or Roche Patent Right, Roche, in its sole discretion, shall decide whether or not to initiate such suit or action in the Territory. Roche shall have full discretion as to how it wishes to handle such suit and may reach Settlement under any terms and conditions it desires and retain all damages, settlement fees or other consideration received in connection therewith. Only if a Settlement could adversely affect FMI shall the written consent of FMI be required, which consent shall not be unreasonably withheld. If for a Joint Patent Right, Roche decides to bring a suit or take action, once Roche provides Suit Notice, Roche may immediately commence such suit or take such action. In the event that Roche (i) does not in writing advise FMI within the Decision Period that Roche will commence suit or take action, or (ii) fails to commence suit or take action within a reasonable time after providing Suit Notice, FMI shall thereafter have the right to commence suit or take action in the Territory and shall provide written notice Roche of any such suit commenced or action taken by FMI. Upon written request, the Party bringing suit or taking action (“Initiating Party”) shall keep the other Party informed of the status of any such suit or action and shall provide the other Party with copies, to the extent the Initiating Party is lawfully permitted to do so, of all material documents or communications filed in such suit or action. The Initiating Party shall have the sole and exclusive right to select counsel for any such suit or action. The Initiating Party shall, except as provided below, pay all expenses of the suit or action, including the Initiating Party’s attorneys’ fees and court costs. Any damages, settlement fees or other consideration received as a result of such suit or action shall be allocated as follows: (a) First, to reimburse the Initiating Party for its costs and, if any remains, to the other Party for any advisory counsel fees and costs; andjudgment resulting therefrom. (b) SecondShould any action be commenced against Licensor or Licensee, by the balancefiling of a complaint or otherwise, if anywhich alleges that the Technology, or any of its improvements included within the scope of the license granted hereunder, or the Trademark infringes the claims of any letters patent or proprietary information or trademark of a third party, Licensee shall be allocated […***…]. defend such action at its cost and expense, and Licensor shall cooperate fully with such defense. (c) If the Initiating Party believes it Licensor is reasonably necessary compelled in any suit which Licensee may institute or desirable defend to obtain an effective remedy, upon written request the other Party agrees to be joined join Licensee as a party to the suit plaintiff 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 reasonable out-of-pocket expenses incurred by the other Party in rendering such assistance. The other Party shall have the right to participate and be represented in any such suit or action 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 achieved without adversely affecting the other Party (including any of its Patent Rights). If a Settlement could adversely affect the other Partydefendant, then the written consent of the other Party would be required, which consent Licensor shall not be unreasonably withheldchargeable for any costs or expenses, except its attorneys' fees should it elect separate representation, except as otherwise specifically provided herein. In connection with such suit, Licensor shall execute all documents necessary or desirable, and Licensor shall testify in any suit when requested to do so by Licensee.

Infringement. (a) Each Party shall promptly provide written notice report in writing to the other Party during the term of this Agreement Term of any (i) known infringement or suspected infringement by a Third Party of any FMI Background Patent Rights, FMI Foreground Patent Rights, Roche Background Patent Rights, Roche Foreground the Licensed Patent Rights or Joint In Vivo Patent Rights, or (iiRights licensed to Mutual and its Affiliates pursuant to Section 2.1(b) known or and any suspected unauthorized use or misappropriation by a Third Party of any FMI Background Licensed Know-How, FMI Know-How, Roche Background Know-How, Roche In Vivo PORTIONS OF THIS EXHIBIT WERE OMITTED AND HAVE BEEN FILED SEPARATELY WITH THE SECRETARY OF THE COMMISSION PURSUANT TO THE COMPANY'S APPLICATION REQUESTING CONFIDENTIAL TREATMENT UNDER RULE 24B-2 OF THE SECURITIES EXCHANGE ACT OF 1934. Know-How licensed to Mutual and its Affiliates pursuant to Section 2.1(b) or Joint Know-HowConfidential Information of which it becomes aware, and shall provide the other Party with all available evidence in its possession supporting such suspected infringement or unauthorized use or misappropriation. Within […***…] after a Party provides or receives such written notice . (“Decision Period”)b) Except as provided in Section 4.2(d) of this Agreement, the Party Handling enforcement of such Patent Right as set forth in this Section 2.7, in its sole discretion, Licensee shall decide whether or not to initiate such suit or action in the Territory and shall notify the other Party in writing of its decision in writing (“Suit Notice”). For any FMI Background Patent Right or sole FMI Patent Right, FMI in its sole discretion shall decide whether or not to initiate such suit or action in the Territory. FMI shall have full discretion as to how it wishes to handle such suit and may reach Settlement under any terms and conditions it desires and retain all damages, settlement fees or other consideration received in connection therewith. Only if a Settlement could adversely affect Roche shall the written consent of Roche be required, which consent shall not be unreasonably withheld. The term “adversely affect” in the previous sentence shall include, among other things, […***…]. For any sole Roche Background Patent Right or Roche Patent Right, Roche, in its sole discretion, shall decide whether or not to initiate such suit or action in the Territory. Roche shall have full discretion as to how it wishes to handle such suit and may reach Settlement under any terms and conditions it desires and retain all damages, settlement fees or other consideration received in connection therewith. Only if a Settlement could adversely affect FMI shall the written consent of FMI be required, which consent shall not be unreasonably withheld. If for a Joint Patent Right, Roche decides to bring a suit or take action, once Roche provides Suit Notice, Roche may immediately commence such suit or take such action. In the event that Roche (i) does not in writing advise FMI within the Decision Period that Roche will commence suit or take action, or (ii) fails to commence suit or take action within a reasonable time after providing Suit Notice, FMI shall thereafter have the right to commence initiate an appropriate suit or take action anywhere in the Territory world against any Third Party who at any time is suspected of infringing all or any portion of the Licensed Patent Rights or using without proper authorization all or any portion of the Licensed Know-How by virtue of the making, using, offering for sale, selling or importing of any Licensed Product. Licensee shall give Mutual reasonable advance notice of its intent to file such suit and the reasons therefor. Further, Licensee shall keep Mutual promptly informed, and shall provide written notice Roche of any such suit commenced or action taken by FMI. Upon written request, the Party bringing suit or taking action (“Initiating Party”) shall keep the other Party informed of from time to time consult with Mutual regarding the status of any such suit or action and shall provide the other Party Mutual with copies, to the extent the Initiating Party is lawfully permitted to do so, copies of all material documents or filed in, and all written communications filed in relating to, such suit or action. The Initiating Party suit. (c) Licensee shall have the sole and exclusive [***] right to select counsel for any such suit or action. The Initiating Party shall, except as provided below, referred to in Section 4.2(b) of this Agreement and shall pay all expenses of the suit or action, including the Initiating Party’s attorneys’ fees and court costs. Any damages, settlement fees or other consideration received as a result of such suit or action shall be allocated as follows: (a) First, to reimburse the Initiating Party for its costs and, if any remains, to the other Party for any advisory counsel fees and costs; and (b) Second, the balance, if any, shall be allocated […***…] of the suit, including without limitation [***]. If the Initiating Party believes it is reasonably necessary or desirable to obtain an effective remedynecessary, upon written request the other Party agrees to be joined Mutual shall join 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 actionsuit. At the Initiating Party’s written request, the other Party Mutual shall offer reasonable assistance to the Initiating Party Licensee in connection therewith at no charge [***] to the Initiating Party Licensee except for reimbursement of reasonable out-of-pocket expenses incurred by the other Party in rendering such assistance[***]. The other Party [***], Licensee shall have the right provide counsel for Mutual and pay for [***], unless Mutual elects to participate and be represented in any such suit or action by its own counsel at its own expensecounsel, which shall be [***]. The Initiating Party may settle, consent judgment or otherwise voluntarily dispose Licensee shall not settle any such suit involving rights of Mutual without obtaining the suit or action (“Settlement”) without the prior written consent of the other Party but only if such Settlement can be achieved without adversely affecting the other Party (including any of its Patent Rights). If a Settlement could adversely affect the other Party, then the written consent of the other Party would be requiredMutual, which consent shall not be unreasonably withheld. (d) In the event that Licensee elects not to initiate an infringement or other appropriate suit pursuant to Section 4.2(b) of this Agreement, Licensee shall promptly advise Mutual of its intent not to initiate such suit, and Mutual shall have the right, [***], to initiate an appropriate suit anywhere in the world against any Third Party who at any time is suspected of infringing all or any portion of the Licensed Patent Rights or using without proper authorization all or any portion of the Licensed Know-How. Mutual shall give Licensee reasonable advance notice of its intent to file such suit and the reasons therefor, and shall provide Licensee with an opportunity to make suggestions and comments regarding such suit. Further, Mutual shall keep Licensee promptly informed, and shall from time to time consult with Licensee regarding the status of any such suit and shall provide Licensee with copies of all documents filed in, and all written communications relating to, such suit. (e) In exercising its rights pursuant to Section 4.2(d) of this Agreement, Mutual shall have [***] right to select counsel and shall pay [***] including without limitation [***]. If necessary, Licensee shall join as a party to the suit but shall be under no obligation to participate except to the extent that such participation is required as a result of being a named party to the suit. At Mutual's request, Licensee shall offer reasonable assistance to Mutual in connection therewith [***] to Mutual except for [***]. At Mutual's expense, Mutual shall provide counsel for Licensee and pay for [***], unless Licensee elects to be represented in any such suit by its own counsel, which shall be [***]. PORTIONS OF THIS EXHIBIT WERE OMITTED AND HAVE BEEN FILED SEPARATELY WITH THE SECRETARY OF THE COMMISSION PURSUANT TO THE COMPANY'S APPLICATION REQUESTING CONFIDENTIAL TREATMENT UNDER RULE 24B-2 OF THE SECURITIES EXCHANGE ACT OF 1934. Mutual shall not settle any such suit involving rights of Licensee without obtaining the prior written consent of Licensee, which consent shall not be unreasonably withheld, it being understood and agreed that Licensee shall have the sole right to settle any such suit to the extent such settlement includes a license or sublicense of any rights under the Licensed Patent Rights or the Licensed Know-How. (f) Any damages, royalties, license fees or other compensation (including any amount received in settlement of such litigation) received in connection with a suit under this Section 4.2 shall be allocated first to [***]including [***]; and (i) if Licensee has initiated the suit, then any of the remaining amount [***] and the balance being retained by Licensee or (ii) if Mutual has initiated the suit, [***] with the balance being retained by Mutual. (g) As between Mutual and Licensee, Mutual shall have [***] to initiate an appropriate suit anywhere in the world against any Third Party who at any time is suspected of infringing all or any portion of the Licensed Patent Rights or using without proper authorization all or any portion of the Licensed Know-How by virtue of the making, using, offering for sale, selling or importing of any product that is not a Licensed Product. If Mutual or any Third Party permitted to do so by Mutual initiates such a suit under this Section 4.2(g) with respect to products other than Licensed Products, Mutual shall keep Licensee promptly informed, and shall from time to time consult with Licensee regarding the status of such suit and shall provide Licensee with copies of all documents filed in, and all written communications relating to, such suit to the extent any of the foregoing are reasonably related to the ownership, inventorship, validity, enforceability or interpretation of any claims of any of the Licensed Patent Rights that also cover Licensed Products or any portion of the Licensed Know-How that also relate to Licensed Products, so as to enable Licensee and its Related Parties to preserve the commercial value of the Licensed Patent Rights and the Licensed Know-How to the extent reasonably possible with respect to Licensed Products. (h) As between Mutual and Licensee, Mutual shall have [***] to initiate an appropriate suit anywhere in the world against any Third Party who at any time is suspected of infringing all or any portion of the In Vivo Patent Rights licensed by Licensee to Mutual and its Affiliates pursuant to Section 2.1(b) or using without proper authorization all or any portion of the In Vivo Know-How licensed by Licensee to Mutual and its Affiliates pursuant to Section 2.1(b) by virtue of the making, using, offering for sale, selling or importing of any product that is neither a Licensed Product nor any other product currently owned, Controlled or marketed by Licensee or its Affiliates. Mutual shall give Licensee reasonable advance notice of its intent to file such suit and the reasons therefor. Further, Mutual shall keep Licensee promptly informed, and shall from time to time consult with Licensee regarding the status of any such suit and shall provide Licensee with copies of all documents filed in, and all written communications relating to, such suit. Licensee shall have the [***] to select counsel for any such suit and shall [***], including without limitation [***]. If necessary, Licensee shall join as a party to such 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 such suit. Licensee shall offer reasonable assistance to Mutual in connection therewith [***] to Mutual [***]. [***], Mutual shall provide PORTIONS OF THIS EXHIBIT WERE OMITTED AND HAVE BEEN FILED SEPARATELY WITH THE SECRETARY OF THE COMMISSION PURSUANT TO THE COMPANY'S APPLICATION REQUESTING CONFIDENTIAL TREATMENT UNDER RULE 24B-2 OF THE SECURITIES EXCHANGE ACT OF 1934. counsel for Licensee and pay for [***] unless Licensee elects to be represented in any such suit by its own counsel, [***]. Mutual shall not settle any such suit involving rights of Licensee without obtaining the prior written consent of Licensee, which consent shall not be unreasonably withheld.

Infringement. Each 11.1 If, as a result of the use of the NanoCrystal Technology in the manufacture, use or sale of the Product in any country of the Territory, XXXXXXX and/or its Affiliate or Licensee is sued for patent infringement or threatened with such a lawsuit or other action by a Third Party, XXXXXXX and NANO shall meet to analyze the infringement claim and the avoidance of same. If it is necessary in the judgment of XXXXXXX to obtain a license from such Third Party with respect to such Product, and XXXXXXX obtains an written opinion from outside counsel Certain portions of this Exhibit have been omitted pursuant to a request for confidentiality. Such omitted portions, which are marked with brackets [ ] and an asterisk*, have been separately filed with the Securities and Exchange Commission. concurring with XXXXXXX’x judgment that such a license is necessary, XXXXXXX, with NANO’s reasonable assistance, may negotiate for such a license and in such negotiations shall promptly provide written notice make every effort to minimize any license fees and/or royalties payable to such Third Party. (a) If the settlement or other resolution of a lawsuit or threatened lawsuit or other action requires any payments for pre-settlement or pre-litigation resolution damages to a Third Party, including but not limited to royalty payments for past sales of an allegedly infringing Product in a country, then XXXXXXX, its Affiliates and Licensees on the one hand and NANO on the other hand shall [*]. (b) For any required royalty payments on post-settlement or post-litigation sales of the allegedly infringing Product in a country, XXXXXXX and/or its Affiliates or Licensees, but not NANO, shall [*]. (c) The [*] due and payable to NANO under this Section 11.1 shall only apply to the other Party during extent that the Agreement Term infringement is due to the use of any NanoCrystal Technology in such Product and is not the result of (i) known infringement a modification of the nanoparticle formulation or suspected infringement by a Third Party nanoparticle manufacturing process of any FMI Background Patent Rights, FMI Foreground Patent Rights, Roche Background Patent Rights, Roche Foreground Patent Rights or Joint Patent Rightssuch Product, or (ii) known or suspected unauthorized use or misappropriation refusal by a Third Party of any FMI Background Know-HowXXXXXXX to modify the Product to avoid infringement, FMI Know-How, Roche Background Know-How, Roche Know-How or Joint Know-How, unless XXXXXXX shows that its manufacturing and shall provide the other Party with all evidence in its possession supporting such regulatory costs to so avoid infringement or unauthorized use or misappropriation. Within […***…] after a Party provides or receives such written notice (“Decision Period”), the Party Handling enforcement of such Patent Right as set forth in this Section 2.7, in its sole discretion, shall decide whether or not to initiate such suit or action in the Territory and shall notify the other Party in writing of its decision in writing (“Suit Notice”). For any FMI Background Patent Right or sole FMI Patent Right, FMI in its sole discretion shall decide whether or not to initiate such suit or action in the Territory. FMI shall have full discretion as to how it wishes to handle such suit and may reach Settlement under any terms and conditions it desires and retain all damages, settlement fees or other consideration received in connection therewith. Only if a Settlement could adversely affect Roche shall the written consent of Roche would be required, which consent shall not be unreasonably withheld. The term “adversely affect” in the previous sentence shall include, among other things, […***…]. For any sole Roche Background Patent Right or Roche Patent Right, Roche, in its sole discretion, shall decide whether or not to initiate such suit or action in the Territory. Roche shall have full discretion as to how it wishes to handle such suit and may reach Settlement under any terms and conditions it desires and retain all damages, settlement fees or other consideration received in connection therewith. Only if a Settlement could adversely affect FMI shall the written consent of FMI be required, which consent shall not be unreasonably withheld. If for a Joint Patent Right, Roche decides to bring a suit or take action, once Roche provides Suit Notice, Roche may immediately commence such suit or take such actioncommercially unreasonable. In the event that Roche (i) does not in writing advise FMI within the Decision Period that Roche will commence suit or take action, or connection with (ii) fails above, the parties fail to commence suit or take action within agree on whether such costs are commercially unreasonable, such matter shall be resolved in accordance with the provisions of Article 20. (d) In the event that XXXXXXX manufactures Product using a manufacturing process that does not utilize the NanoCrystal Technology and such manufacturing process is alleged by a Third Party to infringe certain patented technology of such Third Party, and XXXXXXX demonstrates to NANO’s reasonable time after providing Suit Noticesatisfaction that XXXXXXX is required to obtain a royalty-bearing license from a Third Party to use such Third Party’s patented technology to manufacture Product, FMI shall thereafter have [*]. 11.2 In the right to commence suit or take action event that in any country in the Territory and in which XXXXXXX, its Affiliates or Licensees are marketing the Product, there is an infringement of a Nano Patent by a Third Party’s product, XXXXXXX or its Affiliates shall provide notify NANO in writing to that effect, including with said written notice Roche evidence establishing a prima facie case of any infringement by such suit commenced or action taken Third Party. In the event of a potential multicountry infringement by FMI. Upon written requestthe same Third Party with the same infringing product, the Party bringing suit or parties will promptly discuss the possible strategies to deal with such infringement on a global basis prior to deciding on a course of action in a single Certain portions of this Exhibit have been omitted pursuant to a request for confidentiality. Such omitted portions, which are marked with brackets [ ] and an asterisk*, have been separately filed with the Securities and Exchange Commission. country, taking action (“Initiating Party”) shall keep into consideration the other Party informed conditions set forth hereinafter as well as the potential scope of the status of any such suit or action infringement and shall provide the other Party with copies, to the extent the Initiating Party is lawfully permitted to do so, of all material documents or communications filed in such suit or action. The Initiating Party shall have the sole and exclusive right to select counsel for any such suit or action. The Initiating Party shall, except as provided below, pay all expenses of the suit or action, including the Initiating Party’s attorneys’ fees and court costs. Any damages, settlement fees or other consideration received as a result of such suit or action shall be allocated as follows:countries involved. (a) FirstNANO shall have the right at its sole discretion to take action to stop such infringement, to reimburse including without limitation conducting patent infringement proceedings or starting settlement discussions. NANO shall bear all the Initiating Party for costs and expenses of any suit brought by it. XXXXXXX and/or its costs and, if Affiliate or Licensee will cooperate with NANO in any remains, to the other Party for any advisory counsel fees such suit and costs; and (b) Second, the balance, if any, shall be allocated […***…]. 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 reasonable out-of-pocket expenses incurred by the other Party in rendering such assistance. The other Party shall have the right to participate consult with NANO and be represented in any such suit or action by its own counsel at its own expense. The Initiating NANO’s failure to take action under this Article shall not be considered a breach of this Agreement and XXXXXXX’x sole remedy shall be to bring suit itself, subject to the terms and conditions of this Section 11.2. (b) If, within forty (40) days after NANO’s receipt of XXXXXXX’x written notice evidencing a prima facie case of infringement, NANO has not overcome the case of infringement, obtained a discontinuance of such infringement, brought suit against the Third Party may settleinfringer, or taken steps to initiate such a suit, XXXXXXX shall have the right, in its sole discretion, but not the obligation to bring such suit against the infringer, subject to the conditions set forth below, at its own expense and in its own name, if legally permissible. If necessary and legally permissible, NANO will permit the suit to be brought in its name. XXXXXXX shall bear all the costs and expenses of any suit brought by it. NANO will cooperate with XXXXXXX in any such suit and shall have the right to consult with XXXXXXX and be represented by its own counsel at its own expense. (c) XXXXXXX’x right to bring suit in a country in accordance with the above provisions in connection with Nano Patents is subject to [*]. If the parties disagree on whether the above conditions are satisfied in any specific case of infringement, the matter will be submitted for decision to an independent patent counsel selected in common agreement by XXXXXXX and NANO, and the parties agree to abide by the decision of such patent counsel with respect to such conditions. (d) Notwithstanding the opinion of an independent patent counsel that the conditions in (c) above are satisfied, NANO shall have the right to withhold its consent judgment to XXXXXXX bringing suit against the Third Party infringer. [*] (e) [*] (f) Any damages, costs, awards, settlement amounts or otherwise voluntarily dispose other sums received by the party bringing suit arising out of any proceedings for infringement Certain portions of this Exhibit have been omitted pursuant to a request for confidentiality. Such omitted portions, which are marked with brackets [ ] and an asterisk*, have been separately filed with the Securities and Exchange Commission. of the Nano Patents shall be retained by such party. Notwithstanding the foregoing, whenever the party bringing suit is XXXXXXX, the damages, costs, awards, settlement amounts and other sums shall be divided as follows: (i) XXXXXXX shall be entitled to its out of pocket expenses actually incurred by XXXXXXX or action (“Settlement”) without the written consent its designated Affiliate in respect of the proceedings for infringement of the Nano Patents insofar as such expenses have not already been deducted from the royalties payable to NANO pursuant to (e) above; (ii) NANO shall be entitled to a sum equal to any royalties withheld pursuant to (e) above; and (iii) XXXXXXX and NANO shall equally share the remainder. (g) If, within one hundred twenty (120) days after NANO’s receipt of XXXXXXX’x written notice [*], the infringement has not been overcome by either XXXXXXX or NANO, and a Third Party’s (other Party but only if such Settlement can be achieved without adversely affecting the other Party (including than a Person acting on behalf of or through a license from XXXXXXX or any of its Patent Rights). If a Settlement could adversely affect Affiliates) sales of the other Partyinfringing product are or become sufficient to create Competition, then the written consent Patent Royalties and the Know-How Royalties for sales of the other Product being infringed shall each [*] in the country where the infringement is occurring, irrespective of whether NANO or XXXXXXX taking action against such infringer in accordance with the provisions of this Section 11.2, until such time as there is a discontinuance of such Competition. The provisions of this subsection (g) shall not apply whenever the royalties due to NANO [*] in accordance with the conditions set forth in (d) above and the provisions of (d) shall apply to such reduction. 11.3 In the event of any infringement of a Xxxxxxx Patent by a Third Party, XXXXXXX shall have the right at its sole discretion to take action to stop such infringement, including without limitation conducting patent infringement proceedings or starting settlement discussions. XXXXXXX shall bear all the costs and expenses in connection with any such proceedings and discussions. 11.4 As of the Effective Date of this Agreement NANO declares that, according to the best of its current knowledge and belief, the application of the Nano Patents and Nano Know-How to the Compound does not infringe the patent rights of any Third Party would be requiredin any country in the Territory. Certain portions of this Exhibit have been omitted pursuant to a request for confidentiality. Such omitted portions, which consent shall not be unreasonably withheldare marked with brackets [ ] and an asterisk*, have been separately filed with the Securities and Exchange Commission.

Infringement. Each Party 12.1 CONECTUS and LICENSEE shall inform each other in writing promptly with respect of any THIRD PARTY infringement in relation to the PATENTS of which they may become aware and/or of any infringement claims or actions which may be taken against them. 12.2 Should there be a THIRD PARTY infringement of the PATENTS, CONECTUS and/or the ESTABLISHMENTS may at their sole expense undertake legal action against the infringing party with the understanding that [***]. The foregoing shall not prevent LICENSEE from taking action against any THIRD PARTY infringement of the PATENTS in its name or in the name of CONECTUS [***] for seeking compensation for prejudice which it has incurred. Any expenses, losses, indemnification or damages which may be awarded by court decision for said prejudice will [***]. If an action is taken in the name of CONECTUS, CONECTUS shall timely provide written notice any required power of attorney and LICENSEE shall indemnify CONECTUS of any Third Party’s claim against CONECTUS in relation with this action. 12.3 Should the ESTABLISHMENTS and CONECTUS decide not to undertake a legal action against THIRD PARTY infringement of the PATENTS, and if LICENSEE wishes to undertake such legal action, CONECTUS shall use reasonable efforts to cause the ESTABLISHMENTS to give LICENSEE the power of attorney to undertake a legal action in the name of the ESTABLISHMENTS. If the ESTABLISHMENTS choose not to give such power of attorney to LICENSEE, then CONECTUS shall cause the ESTABLISHMENTS to work with the THIRD PARTY infringer to reach an acceptable solution to remedy such THIRD PARTY infringing activity (e.g. in the way of a license, agreement to cease and desist, etc.) and as long as a solution acceptable to LICENSEE is not reached, the PATENTS shall not longer be subject to royalty pursuant to this Agreement. 12.4 In the case where LICENSEE undertakes legal action against THIRD PARTY infringement of the PATENTS, [***], and CONECTUS agrees to cooperate fully with LICENSEE as reasonably requested in such legal action, including, without limitation, providing any documents necessary or helpful for such legal action. The stipulations set out above are applicable subject to the legal imperative provisions applicable in the country where the infringement occurs. 12.5 Should any infringement suit be brought against LICENSEE and/or its AFFILIATES and/or its SUBLICENSEES with respect to the exploitation of LICENSED PRODUCTS due to the use of the PATENTS or other rights granted to LICENSEE in the present Agreement, CONECTUS shall cooperate fully with LICENSEE in LICENSEE’s defense, including without limitation providing LICENSEE with the documents which may be required for its defence. [***] Certain information in this document has been excluded pursuant to Regulation S-K, Item 601(b)(10). Such excluded information is not material and would likely cause competitive harm to the registrant if publicly disclosed. Should LICENSEE be found guilty for said infringement, CONECTUS shall not be called in warranty by LICENSEE or be liable to indemnify, reimburse or reduce any of the sums due by LICENSEE at the moment of the final legal decision, except as otherwise set forth in Article 13 herein. 12.6 It is hereby declared that the conditions of the present Agreement shall not apply to infringement of the PATENTS outside the FIELD and the TERRITORY which is the sole responsibility of the ESTABLISHMENTS, CONECTUS or any THIRD PARTY appointed by them. 12.7 The PARTIES agree to provide any documents and elements and reasonable cooperation to the other Party during the Agreement Term of any (i) known infringement or suspected infringement by a Third Party of any FMI Background Patent Rights, FMI Foreground Patent Rights, Roche Background Patent Rights, Roche Foreground Patent Rights or Joint Patent Rights, or (ii) known or suspected unauthorized use or misappropriation by a Third Party of any FMI Background Know-How, FMI Know-How, Roche Background Know-How, Roche Know-How or Joint Know-How, and shall provide the other Party with all evidence in its possession supporting such infringement or unauthorized use or misappropriation. Within […***…] after a Party provides or receives such written notice (“Decision Period”), the Party Handling enforcement of such Patent Right as set forth in this Section 2.7, in its sole discretion, shall decide whether or not to initiate such suit or action in the Territory and shall notify the other Party in writing of its decision in writing (“Suit Notice”). For any FMI Background Patent Right or sole FMI Patent Right, FMI in its sole discretion shall decide whether or not to initiate such suit or action in the Territory. FMI shall have full discretion as to how it wishes to handle such suit and may reach Settlement under any terms and conditions it desires and retain all damages, settlement fees or other consideration received in connection therewith. Only if a Settlement could adversely affect Roche shall the written consent of Roche be requiredPARTY, which consent shall not may be unreasonably withheld. The term “adversely affect” in necessary for the previous sentence shall include, among other things, […***…]. For any sole Roche Background Patent Right or Roche Patent Right, Roche, in its sole discretion, shall decide whether or not to initiate such suit or above-mentioned action in the Territory. Roche shall have full discretion as to how it wishes to handle such suit and may reach Settlement under any terms and conditions it desires and retain all damages, settlement fees or other consideration received in connection therewith. Only if a Settlement could adversely affect FMI shall the written consent of FMI be required, which consent shall not be unreasonably withheld. If for a Joint Patent Right, Roche decides to bring a suit or take action, once Roche provides Suit Notice, Roche may immediately commence such suit or take such action. In the event that Roche (i) does not in writing advise FMI within the Decision Period that Roche will commence suit or take action, or (ii) fails to commence suit or take action within a reasonable time after providing Suit Notice, FMI shall thereafter have the right to commence suit or take action in the Territory and shall provide written notice Roche of any such suit commenced or action taken by FMI. Upon written request, the Party bringing suit or taking action (“Initiating Party”) shall keep the other Party informed of the status of any such suit or action and shall provide the other Party with copies, to the extent the Initiating Party is lawfully permitted to do so, of all material documents or communications filed in such suit or action. The Initiating Party shall have the sole and exclusive right to select counsel for any such suit or action. The Initiating Party shall, except as provided below, pay all expenses of the suit or action, including the Initiating Party’s attorneys’ fees and court costs. Any damages, settlement fees or other consideration received as a result of such suit or action shall be allocated as follows: (a) First, to reimburse the Initiating Party for its costs and, if any remains, to the other Party for any advisory counsel fees and costs; and (b) Second, the balance, if any, shall be allocated […***…]. 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 reasonable out-of-pocket expenses incurred by the other Party in rendering such assistance. The other Party shall have the right to participate and be represented in any such suit or action 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 achieved without adversely affecting the other Party (including any of its Patent Rights). If a Settlement could adversely affect the other Party, then the written consent of the other Party would be required, which consent shall not be unreasonably withheldPARTY.

Infringement. Each Party shall promptly provide written notice 7.1 Notwithstanding anything to the other Party during the Agreement Term of any (i) known infringement or suspected infringement by a Third Party of any FMI Background Patent Rightscontrary in this Agreement, FMI Foreground Patent Rights, Roche Background Patent Rights, Roche Foreground Patent Rights or Joint Patent Rights, or (ii) known or suspected unauthorized use or misappropriation by a Third Party of any FMI Background Know-How, FMI Know-How, Roche Background Know-How, Roche Know-How or Joint Know-How, and shall provide the other Party with all evidence in its possession supporting such infringement or unauthorized use or misappropriation. Within […***…*] after a Party provides or receives such written notice (“Decision Period”), the Party Handling enforcement of such Patent Right as set forth in this Section 2.7, in its sole discretion, shall decide whether or not to initiate such suit or action in the Territory and shall notify the other Party in writing of its decision in writing (“Suit Notice”). For any FMI Background Patent Right or sole FMI Patent Right, FMI in its sole discretion shall decide whether or not to initiate such suit or action in the Territory. FMI shall have full discretion as to how it wishes to handle such suit and may reach Settlement under any terms and conditions it desires and retain all damages, settlement fees or other consideration received in connection therewith. Only if a Settlement could adversely affect Roche shall the written consent of Roche be required, which consent shall not be unreasonably withheld. The term “adversely affect” in the previous sentence shall include, among other things, […***…]. For any sole Roche Background Patent Right or Roche Patent Right, Roche, *] successor in its sole discretion, shall decide whether or not to initiate such suit or action in the Territory. Roche shall have full discretion as to how it wishes to handle such suit and may reach Settlement under any terms and conditions it desires and retain all damages, settlement fees or other consideration received in connection therewith. Only if a Settlement could adversely affect FMI shall the written consent of FMI be required, which consent shall not be unreasonably withheld. If for a Joint Patent Right, Roche decides to bring a suit or take action, once Roche provides Suit Notice, Roche may immediately commence such suit or take such action. In the event that Roche (i) does not in writing advise FMI within the Decision Period that Roche will commence suit or take action, or (ii) fails to commence suit or take action within a reasonable time after providing Suit Notice, FMI shall thereafter have the right to commence suit or take action in the Territory and shall provide written notice Roche of any such suit commenced or action taken by FMI. Upon written request, the Party bringing suit or taking action (“Initiating Party”) shall keep the other Party informed of the status of any such suit or action and shall provide the other Party with copies, interest to the extent the Initiating Party is lawfully permitted to do so[****] Agreement, of all material documents or communications filed in such suit or action. The Initiating Party shall have has the sole and exclusive right to select counsel for any such suit or action. The Initiating Party shalltake, except as provided below, pay all expenses of the suit or action, including the Initiating Party’s attorneys’ fees at its sole discretion and court costs. Any damages, settlement fees or other consideration received as a result of such suit or action shall be allocated as follows: (a) First, to reimburse the Initiating Party for its costs and, if any remains, to the other Party for any advisory counsel fees and costs; and (b) Second, the balance, if any, shall be allocated […***…]. 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 reasonable out-of-pocket expenses incurred by the other Party in rendering such assistance. The other Party shall have the right to participate and be represented in any such suit or action by its own counsel at its own expense, any action that it considers appropriate in connection with any actual or threatened infringement of the [****] PATENT RIGHTS to defend the validity and enforceability of such property in any litigation as provided in Section 5.1 of the [****] Agreement. The Initiating Party ---------------- [****] REPRESENTS MATERIAL WHICH HAS BEEN REDACTED PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT PURSUANT TO RULE 24B-2 UNDER THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED. 7.2 COMPANY, to the extent it has an exclusive license regarding PATENT RIGHTS, shall have first obligation to protect the GENERAL PATENT RIGHTS and JOINT PATENT RIGHTS from infringement and prosecute infringers in the LICENSE FIELD when, in its judgement, such action may settlebe reasonably necessary, proper and justified. GENERAL and NYCOMED may join COMPANY in such action or if COMPANY fails to take such action, GENERAL may separately initiate such action, at its discretion and at its own expense. 7.3 If GENERAL shall have supplied COMPANY with written evidence demonstrating prima facie infringement of a claim of a GENERAL PATENT RIGHT or JOINT PATENT RIGHT by a third party in the LICENSE FIELD, GENERAL may by notice request COMPANY to take steps to protect the GENERAL PATENT RIGHT or JOINT PATENT RIGHT. COMPANY shall notify GENERAL within three (3) months of the receipt of such notice whether COMPANY intends to prosecute the alleged infringement. If COMPANY notifies GENERAL that it intends to so prosecute, COMPANY shall, within three (3) months of its notice to GENERAL either (i) cause infringement to terminate or (ii) initiate legal proceedings against the infringer. No settlement, consent judgment or otherwise voluntarily dispose other voluntary final disposition of the any suit by either COMPANY or action (“Settlement”) GENERAL shall be entered into without the written mutual consent of the other Party but only if such Settlement can be achieved without adversely affecting the other Party (including any of its Patent Rights). If a Settlement could adversely affect the other Party, then the written consent of the other Party would be requiredCOMPANY and GENERAL, which consent shall not be unreasonably withheld. 7.4 If COMPANY elects to commence an action as described above, COMPANY may deduct from its royalty payments to GENERAL with respect to the GENERAL PATENT RIGHTS or JOINT PATENT RIGHTS subject to suit an amount not exceeding [****]percent [****] of COMPANY's expenses and costs of such action, including reasonable attorneys' fees; provided, however, that such reduction together with the offset against royalty payable under Section 5.1(i) shall not exceed [****] percent [****] of the total royalty due to GENERAL with respect to the NET SALES of PRODUCTS utilizing the GENERAL PATENT RIGHTS or JOINT PATENT RIGHTS subject to suit for each calendar year. If such [****] percent [****] of COMPANY's expenses and costs and offset under Section 5.1(i) exceeds the amount of royalties deducted by COMPANY for ---------------- [****] REPRESENTS MATERIAL WHICH HAS BEEN REDACTED PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT PURSUANT TO RULE 24B-2 UNDER THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED. any calendar year, COMPANY may to that extent reduce the royalties due to GENERAL from COMPANY in succeeding calendar years, but never by more than [****] percent [****] of the total royalty due GENERAL in any one year with respect to the GENERAL PATENT RIGHTS or JOINT PATENT RIGHTS subject to suit. In the event that COMPANY shall recover its expenses and costs, by settlement or judgment of such action, the same will be shared equally by the COMPANY and GENERAL, to the extent necessary for GENERAL to recoup the royalty payments which GENERAL contributed to the cost of such action pursuant to this Section. 7.5 For the purpose of the proceedings referred to in this Article 7, GENERAL, NYCOMED and COMPANY shall permit the use of their names and shall execute such documents and carry out such other acts as may be necessary to prosecute or defend any such proceeding, including joining into such proceeding. The party initiating or carrying on such legal proceedings shall keep the other party informed of the progress of such proceedings and said other party shall be entitled to counsel in such proceedings but at its own expense, said expenses to be off-set against any damages received by the party bringing suit in accordance with the foregoing paragraph 7.3. 7.6 In the event a party hereto shall initiate or carry on legal proceedings to enforce any GENERAL PATENT RIGHT or JOINT PATENT RIGHT against any alleged infringer, the other party (including NYCOMED) 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 GENERAL PATENT RIGHT or JOINT PATENT RIGHT shall have sole control of that suit and subject to paragraph 7.3 shall bear the reasonable expenses (excluding legal fees) incurred by said other party in providing such assistance and cooperation as is requested pursuant to this paragraph. The party initiating or carrying on such legal proceedings shall keep the other party informed of the progress of such proceedings and said other party shall be entitled to counsel in such proceedings but at its own expense. Any award paid by third parties as the result of such proceedings (whether by way of settlement or otherwise) shall first be applied as provided in Section 7.3, if applicable, to reimbursement of the unreimbursed legal fees and expenses incurred by either party and then the remainder shall be divided between the parties as follows: ---------------- [****] REPRESENTS MATERIAL WHICH HAS BEEN REDACTED PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT PURSUANT TO RULE 24B-2 UNDER THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED. (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

Infringement. Each Party 7.1 If either party shall determine that there is a probable infringement of any of the Intellectual Property by a Third Party, that party shall promptly provide written notice notify the other party in writing of the infringement, 7.2 SGK, on discovery or notification of such infringement, shall, with reasonable promptness, refer the matter to its intellectual property counsel to perform an infringement evaluation and determine the likelihood of success on the merits of an infringement claim. At its option and its expense, NANO may retain its own intellectual property counsel to conduct an independent evaluation or to consult with SGK's intellectual property counsel regarding the evaluation under a suitable joint privilege agreement. 7.3 If SGK determines that the facts pertaining to infringement and the likelihood of success of any action warrants taking legal action against an infringer, SGK shall advise NANO in writing of such determination prior to taking any legal action. If SGK determines that the facts pertaining to infringement and the likelihood of success of any action do not warrant taking legal action, it shall so advise NANO. If SGK decides not to pursue legal action, NANO shall have the option to elect to bring an infringement action at its own cost and expense. If NANO decides not to bring litigation for patent infringement, SGK shall not hold NANO liable for lack of infringement litigation. 7.4 The parties agree to fully cooperate with and assist each other in any infringement action under the Intellectual Property. If one party brings an infringement action against a Third Party ("litigating party"), the other party, in order to assist in bringing and maintaining the suit, shall: (1) join as a party, if necessary to the maintenance of the infringement action; (ii) grant all lawful permissions and sign all lawful documents necessary in the litigating party's judgment to prosecute the action; and (iii) give all truthful testimony requested by the litigating party. 7.5 If any infringement action taken shall prove successful and the litigating party shall collect monies by judgment or settlement, and provided the other party complies with Section 7.4, the litigating shall: (1) deduct its intellectual property counsel fees and other reasonable expenses attendant to such action, including without limitation expert fees; and (ii) then shall pay to the other Party during the Agreement Term of any party twenty-five (i25%) known infringement or suspected infringement by a Third Party of any FMI Background Patent Rights, FMI Foreground Patent Rights, Roche Background Patent Rights, Roche Foreground Patent Rights or Joint Patent Rights, or (ii) known or suspected unauthorized use or misappropriation by a Third Party of any FMI Background Know-How, FMI Know-How, Roche Background Know-How, Roche Know-How or Joint Know-How, and shall provide the other Party with all evidence in its possession supporting such infringement or unauthorized use or misappropriation. Within […***…] after a Party provides or receives such written notice (“Decision Period”), the Party Handling enforcement of such Patent Right as set forth in this Section 2.7, in its sole discretion, shall decide whether or not to initiate such suit or action in the Territory and shall notify the other Party in writing of its decision in writing (“Suit Notice”). For any FMI Background Patent Right or sole FMI Patent Right, FMI in its sole discretion shall decide whether or not to initiate such suit or action in the Territory. FMI shall have full discretion as to how it wishes to handle such suit and may reach Settlement under any terms and conditions it desires and retain all damages, settlement fees or other consideration received in connection therewith. Only if a Settlement could adversely affect Roche shall the written consent of Roche be required, which consent shall not be unreasonably withheld. The term “adversely affect” in the previous sentence shall include, among other things, […***…]. For any sole Roche Background Patent Right or Roche Patent Right, Roche, in its sole discretion, shall decide whether or not to initiate such suit or action in the Territory. Roche shall have full discretion as to how it wishes to handle such suit and may reach Settlement under any terms and conditions it desires and retain all damages, settlement fees or other consideration received in connection therewith. Only if a Settlement could adversely affect FMI shall the written consent of FMI be required, which consent shall not be unreasonably withheld. If for a Joint Patent Right, Roche decides to bring a suit or take action, once Roche provides Suit Notice, Roche may immediately commence such suit or take such action. In the event that Roche (i) does not in writing advise FMI within the Decision Period that Roche will commence suit or take action, or (ii) fails to commence suit or take action within a reasonable time after providing Suit Notice, FMI shall thereafter have the right to commence suit or take action in the Territory and shall provide written notice Roche of any such suit commenced or action taken by FMI. Upon written request, the Party bringing suit or taking action (“Initiating Party”) shall keep the other Party informed percent of the status balance of any such suit or action and shall provide the other Party with copies, to the extent the Initiating Party is lawfully permitted to do so, of all material documents or communications filed in such suit or action. The Initiating Party shall have the sole and exclusive right to select counsel for any such suit or action. The Initiating Party shall, except as provided below, pay all expenses of the suit or action, including the Initiating Party’s attorneys’ fees and court costs. Any damages, settlement fees or other consideration received as a result of such suit or action shall be allocated as follows: (a) First, to reimburse the Initiating Party for its costs and, if any remains, to the other Party for any advisory counsel fees and costs; and (b) Second, the balance, if any, shall be allocated […***…]. 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 reasonable out-of-pocket expenses incurred monies collected by the other Party in rendering such assistance. The other Party shall have the right to participate and be represented in any such suit or action 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”) settlement. 7.6 Neither party may settle an infringement claim without the written consent prior approval of the other Party but only party if such Settlement can be achieved without adversely affecting the other Party (including any of its Patent Rights). If a Settlement could adversely settlement would affect the other Party, then the written consent rights of the other Party would be required, which consent shall not be unreasonably withheldparty in the Licensed Patents.

Infringement. Each Party 7.1 LICENSEE shall inform M.I.T. promptly provide written notice to the other Party during the Agreement Term of any (i) known infringement or suspected infringement by a Third Party of any FMI Background Patent Rights, FMI Foreground Patent Rights, Roche Background Patent Rights, Roche Foreground Patent Rights or Joint Patent Rights, or (ii) known or suspected unauthorized use or misappropriation by a Third Party of any FMI Background Know-How, FMI Know-How, Roche Background Know-How, Roche Know-How or Joint Know-How, and shall provide the other Party with all evidence in its possession supporting such infringement or unauthorized use or misappropriation. Within […***…] after a Party provides or receives such written notice (“Decision Period”), the Party Handling enforcement of such Patent Right as set forth in this Section 2.7, in its sole discretion, shall decide whether or not to initiate such suit or action in the Territory and shall notify the other Party in writing of its decision in writing (“Suit Notice”). For any FMI Background Patent Right or sole FMI Patent Rightalleged infringement of the PATENT RIGHTS by a third party and of any available evidence thereof. 7.2 During the term of this Agreement, FMI in its sole discretion shall decide whether or not to initiate such suit or action in the Territory. FMI LICENSEE shall have full discretion 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 how it wishes 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 handle such suit and may reach Settlement under any terms and conditions it desires and retain all damagesbring an infringement action shall remain in effect only for so long as the license granted herein remains exclusive. No settlement, settlement fees consent judgement or other consideration received 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. Only if a Settlement could adversely affect Roche 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 written consent suit, and next toward reimbursement of Roche 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 requireddivided according to the royalty percentages set forth in Section 4.1; any remaining balance shall be paid to LICENSEE. 7.4 If within six (6) months after having been notified of any alleged infringement, which consent LICENSEE shall have been unsuccessful in persuading the alleged infringer to desist and shall not have brought and shall not be unreasonably withheld. The term “adversely affect” in the previous sentence diligently prosecuting an infringement action, or if LICENSEE shall include, among other things, […***…]. For notify M.I.T. at any sole Roche Background Patent Right or Roche Patent Right, Roche, in time prior thereto of its sole discretion, shall decide whether or intention not to initiate such bring suit or action against any alleged infringer, then, and in the Territory. Roche those events only, M.I.T. shall have full discretion as to how it wishes to handle such suit and may reach Settlement under any terms and conditions it desires and retain all damagesthe right, settlement fees or other consideration received in connection therewith. Only if a Settlement could adversely affect FMI shall the written consent of FMI be required, which consent but shall not be unreasonably withheldobligated, 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. If 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 a Joint Patent Right, Roche decides to bring a suit or take action, once Roche provides Suit Notice, Roche may immediately commence such suit or take such action. past infringement derived therefrom. 7.5 In the event that Roche 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 (i60) does not in writing advise FMI within the Decision Period that Roche will commence suit or take days after commencement of such action, or (ii) fails to commence suit or take action within a reasonable time after providing Suit Notice, FMI shall thereafter have the right to commence suit or take action join in the Territory and shall provide written notice Roche defense of the action at its own expense. 7.6 In any such infringement suit commenced or action taken by FMI. Upon written requestas either party may institute to enforce the PATENT RIGHTS pursuant to this Agreement, the Party bringing suit or taking action (“Initiating Party”) shall keep other party hereto shall, at the other Party informed request and expense of the status of any party initiating such suit or action and shall provide the other Party with copiessuit, 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 Initiating Party is lawfully permitted to do solike. 7.7 LICENSEE, during the period of all material documents or communications filed in such suit or action. The Initiating Party this Agreement, shall have the sole right in accordance with the terms and exclusive right conditions herein to select counsel sublicense any alleged infringer for any such suit or action. The Initiating Party shall, except as provided below, pay all expenses future use of the suit or action, including the Initiating Party’s attorneys’ fees and court costs. Any damages, settlement fees or other consideration received as a result of such suit or action shall be allocated as follows: (a) First, to reimburse the Initiating Party for its costs and, if any remains, to the other Party for any advisory counsel fees and costs; and (b) Second, the balance, if any, shall be allocated […***…]. 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 reasonable out-of-pocket expenses incurred by the other Party in rendering such assistance. The other Party shall have the right to participate and be represented in any such suit or action 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 achieved without adversely affecting the other Party (including any of its Patent Rights). If a Settlement could adversely affect the other Party, then the written consent of the other Party would be required, which consent shall not be unreasonably withheldPATENT RIGHTS.

Infringement. Each Party 9..1 TTC shall, at its expense, take all reasonable steps to protect and enforce all patents which issue under the LICENSED PATENT against infringement by any person, firm, corporation or other entity. In furtherance and not in limitation of the foregoing, TTC agrees that it shall promptly provide written notice to the other Party during the Agreement Term investigate any allegations of possible infringement of which it may become aware from any (i) known infringement or suspected infringement by a Third Party of any FMI Background Patent Rights, FMI Foreground Patent Rights, Roche Background Patent Rights, Roche Foreground Patent Rights or Joint Patent Rights, or (ii) known or suspected unauthorized use or misappropriation by a Third Party of any FMI Background Know-How, FMI Know-How, Roche Background Know-How, Roche Know-How or Joint Know-How, and shall provide the other Party with all evidence in its possession supporting such infringement or unauthorized use or misappropriation. Within […***…] after a Party provides or receives such written notice (“Decision Period”), the Party Handling enforcement of such Patent Right as set forth in this Section 2.7, in its sole discretion, shall decide whether or not to initiate such suit or action in the Territory and shall notify the other Party in writing of its decision in writing (“Suit Notice”). For any FMI Background Patent Right or sole FMI Patent Right, FMI in its sole discretion shall decide whether or not to initiate such suit or action in the Territory. FMI shall have full discretion as to how it wishes to handle such suit and may reach Settlement under any terms and conditions it desires and retain all damages, settlement fees or other consideration received in connection therewith. Only if a Settlement could adversely affect Roche shall the written consent of Roche be required, which consent shall not be unreasonably withheld. The term “adversely affect” in the previous sentence shall include, among other things, […***…]. For any sole Roche Background Patent Right or Roche Patent Right, Roche, in its sole discretion, shall decide whether or not to initiate such suit or action in the Territory. Roche shall have full discretion as to how it wishes to handle such suit and may reach Settlement under any terms and conditions it desires and retain all damages, settlement fees or other consideration received in connection therewith. Only if a Settlement could adversely affect FMI shall the written consent of FMI be required, which consent shall not be unreasonably withheld. If for a Joint Patent Right, Roche decides to bring a suit or take action, once Roche provides Suit Notice, Roche may immediately commence such suit or take such actionsource. In the event that Roche either LICENSOR or LICENSEE determines that a third party is making, producing, assembling, using, marketing, advertising, selling, leasing, distributing, installing, servicing or maintaining a product that may infringe an issued patent of the LICENSED PATENT, such party will promptly notify the other party thereof in writing. TTC may, at its sole option, bring suit against such alleged infringer in its name or in LICENSEE's name or in both names as may be required to establish jurisdiction. TTC shall have thirty (i30) does days after receipt of notice from LICENSEE in which to decide if it will bring suit and to so notify LICENSEE. All recoveries in any such suit shall belong to TTC, except that LICENSEE shall have the right to elect to pay up to fifty percent (50%) of the litigation costs and receive a percentage of any recovery equal to the percentage of litigation costs actually paid. LICENSEE must make such election within thirty (30) days of its receipt of notice that TTC has decided to bring suit. LICENSEE shall also have the right to choose to be represented by separate counsel in any such suit at its own expense. Such expense for separate counsel shall not be considered as part of "litigation costs" for purposes of determining LICENSEE's share of any recovery in writing advise FMI within accordance with the Decision Period that Roche will commence sentence above. If TTC elects not to bring a suit or take actionagainst the alleged infringer, or (ii) fails to commence suit notify LICENSEE within thirty (30) days after receipt of notice of an actual or take action within a reasonable time after providing Suit Noticeclaimed infringement, FMI then LICENSEE shall thereafter have the right to commence suit or take such action at its own cost and expense, in the Territory and which case any recoveries shall provide written notice Roche of belong to LICENSEE. In any such suit commenced or action taken by FMI. Upon written requestLICENSEE, LICENSOR shall have rights of participation and recovery that are the Party bringing suit or taking action (“Initiating Party”) shall keep the other Party informed of the status of any such suit or action and shall provide the other Party with copiessame as LICENSEE's rights as provided above when TTC elects to xxx, subject to the extent the Initiating Party is lawfully permitted same time constraints on its ability to do so, of all material documents or communications filed in such suit or action. The Initiating Party shall have the sole and exclusive right to select counsel for any such suit or action. The Initiating Party shall, except as provided below, pay all expenses of the suit or action, including the Initiating Party’s attorneys’ fees and court costs. Any damages, settlement fees or other consideration received as a result of such suit or action shall be allocated as follows:. (a) First9..2 If, to reimburse the Initiating Party for its costs andavoid infringement of a third party patent, if any remains, to the other Party for any advisory counsel fees and costs; and (b) Second, the balance, if any, shall be allocated […***…]. If the Initiating Party believes it is reasonably necessary LICENSEE 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 reasonable out-of-pocket expenses incurred by the other Party in rendering such assistance. The other Party shall have the right to participate and be represented in any such suit or action 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 achieved without adversely affecting the other Party (including any of its Patent Rights). If sublicensees pays royalties to a Settlement could adversely affect third party to enable LICENSEE or such sublicensee to make, produce, assemble, use, market, advertise, sell, lease, distribute, install, service or maintain the other PartyLICENSED PRODUCTS, then the written consent of royalties paid by LICENSEE or its sublicensee to any such third party may be used as a credit against the other Party would be required, which consent shall not be unreasonably withheldearned royalties or sublicense fees owed by LICENSEE to LICENSOR under this Agreement.

Infringement. 9.1 Each Party party shall promptly provide written notice to inform the other Party during the Agreement Term of any (i) known infringement or suspected infringement by a Third Party of any FMI Background Patent Rights, FMI Foreground Patent Rights, Roche Background Patent Rights, Roche Foreground Patent Rights or Joint Patent Rights, or (ii) known or suspected unauthorized use or misappropriation by a Third Party of any FMI Background Know-How, FMI Know-How, Roche Background Know-How, Roche Know-How or Joint Know-How, and shall provide the other Party with all evidence in its possession supporting such infringement or unauthorized use or misappropriation. Within […***…] after a Party provides or receives such written notice (“Decision Period”), the Party Handling enforcement of such Patent Right as set forth in this Section 2.7, in its sole discretion, shall decide whether or not to initiate such suit or action in the Territory and shall notify the other Party promptly in writing of any alleged infringement of the Patent Rights by a third party of which it becomes aware and of any available evidence thereof. 9.2 Licensee, at its decision expense, will have first right to enforce Patent Rights against infringement by third parties. Licensee may, for such purposes, use the name of Northwestern as party plaintiff; provided, however, that such right to bring such infringement action shall remain in writing (“Suit Notice”)effect only for so long as the license granted herein remains exclusive. For any FMI Background Patent Right or sole FMI Patent RightNo settlement, FMI in its sole discretion shall decide whether or not to initiate such suit or action in the Territory. FMI shall have full discretion as to how it wishes to handle such suit and may reach Settlement under any terms and conditions it desires and retain all damages, settlement fees consent judgment or other consideration received in connection therewith. Only if a Settlement could adversely affect Roche shall voluntary final disposition of the written suit may be entered into without the consent of Roche be requiredNorthwestern, which consent shall not be unreasonably withheld, delayed or conditioned. The term “adversely affect” Licensee shall indemnify Northwestern against any order for costs that may be made against Northwestern in the previous sentence shall includesuch proceedings. 9.3 If Licensee recovers any damages or other sums in such action, among other things, […***…]. For any sole Roche Background Patent Right or Roche Patent Right, Roche, in its sole discretion, shall decide whether or not to initiate such suit or action proceeding, or in the Territory. Roche shall have full discretion as to how it wishes to handle settlement thereof, such suit and may reach Settlement under any terms and conditions it desires and retain all damages, settlement fees damages or other consideration received in connection therewith. Only if a Settlement could adversely affect FMI sums recovered shall the written consent of FMI first be required, which consent shall not be unreasonably withheld. If for a Joint Patent Right, Roche decides applied to bring a suit or take action, once Roche provides Suit Notice, Roche may immediately commence such suit or take such action. In the event that Roche (i) does not in writing advise FMI within the Decision Period that Roche will commence suit or take action, or (ii) fails to commence suit or take action within a reasonable time after providing Suit Notice, FMI shall thereafter have the right to commence suit or take action in the Territory and shall provide written notice Roche of any such suit commenced or action taken by FMI. Upon written request, the Party bringing suit or taking action (“Initiating Party”) shall keep the other Party informed of the status of any such suit or action and shall provide the other Party with copies, to the extent the Initiating Party is lawfully permitted to do so, of all material documents or communications filed in such suit or action. The Initiating Party shall have the sole and exclusive right to select counsel for any such suit or action. The Initiating Party shall, except as provided below, pay all expenses of the suit or action, including the Initiating Party’s attorneys’ fees and court costs. Any damages, settlement fees or other consideration received as a result of such suit or action shall be allocated as follows: (a) First, to reimburse the Initiating Party for its costs and, if any remains, to the other Party for any advisory counsel fees and costs; and (b) Second, the balance, if any, shall be allocated […***…]. 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 reasonable out-of-pocket costs and expenses incurred by Licensee and by Northwestern in connection therewith, including, with limitation, attorneys fees. 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 any such remaining recovery received by Licensee an amount as follows: (i) as to ordinary damages, Northwestern shall receive payment equivalent to payments that would have been due to Northwestern as royalties under Exhibit C, Section 4 had the other Party in rendering such assistance. The other Party infringing sales that Catalyst lost to the infringer been made by Catalyst, and (ii) as to special or punitive damages, Northwestern shall receive payment equivalent to payments that would have been due to Northwestern as Sublicensing Revenue Share as specified under Exhibit C, Section 5. 9.4 If Licensee does not file suit against an infringer of Patent Rights within 6 months of knowledge thereof, during the term of this Agreement, Northwestern shall have the right right, but shall not be obligated, to participate and be represented prosecute at its own expense all infringements of the Patent Rights and, in furtherance of such right, Licensee hereby agrees that Northwestern may include Licensee as a party plaintiff in such suit, without expense to Licensee. The total cost of any such suit infringement action commenced or defended solely by Northwestern shall be borne by Northwestern and Northwestern shall keep any recovery or damages for past infringement derived therefrom. 9.5 In the event that a declaratory judgment action by alleging invalidity or noninfringement of any of the Patent Rights shall be brought against Licensee, Northwestern, at its own counsel 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. The Initiating . 9.6 In any infringement suit that either Party may settleinstitute to enforce the Patent Rights pursuant to this Agreement, consent judgment or otherwise voluntarily dispose the other party hereto shall, at the request and expense of the suit or action (“Settlement”) without the written consent Party initiating such suit, cooperate with all reasonable requests of the other Party but only if such Settlement can be achieved without adversely affecting the other Party (including any of its Patent Rights). If a Settlement could adversely affect the other Party, then including, to the written consent 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 other Party would Patent Rights. Any consideration received as part of such a sublicense shall be requiredtreated as Sublicensing Revenue pursuant to Exhibit C, which consent shall not be unreasonably withheldSection 5.

Infringement. 8.1 Each Party party shall promptly provide written notice to inform the other Party during the Agreement Term of any (i) known infringement or suspected infringement by a Third Party of any FMI Background Patent Rights, FMI Foreground Patent Rights, Roche Background Patent Rights, Roche Foreground Patent Rights or Joint Patent Rights, or (ii) known or suspected unauthorized use or misappropriation by a Third Party of any FMI Background Know-How, FMI Know-How, Roche Background Know-How, Roche Know-How or Joint Know-How, and shall provide the other Party with all evidence in its possession supporting such infringement or unauthorized use or misappropriation. Within […***…] after a Party provides or receives such written notice (“Decision Period”), the Party Handling enforcement of such Patent Right as set forth in this Section 2.7, in its sole discretion, shall decide whether or not to initiate such suit or action in the Territory and shall notify the other Party promptly in writing of its decision in writing any alleged infringement of the Patent Rights by a third party and provide any available evidence thereof. During the term of this Agreement, if: (“Suit Notice”). For any FMI Background a) Licensee is the only licensee under the Patent Right Rights; (b) all licensees elect to join with Licensee; or sole FMI Patent Right(c) the alleged infringement is limited to the Field, FMI in its sole discretion shall decide whether or not to initiate such suit or action in the Territory. FMI Licensee shall have full discretion as to how it wishes to handle such suit and may reach Settlement under any terms and conditions it desires and retain all damagesthe first right, settlement fees or other consideration received in connection therewith. Only if a Settlement could adversely affect Roche shall the written consent of Roche be required, which consent but shall not be unreasonably withheldobligated, to prosecute at its own expense all infringements of the Patent Rights in its Field, provided that such Patent Rights are not also licensed to another party outside the Field who has not agreed to join with Licensee, in each case, without expense to Northwestern. Northwestern shall be included as a party plaintiff in such action upon request of Northwestern, and at the expense of Northwestern. If Northwestern does not request to join the action but rather is compelled to join as a necessary party, Northwestern will remain in the suit without expense to Northwestern. The term “adversely affect” in the previous sentence shall include, among other things, […***…]. For any sole Roche Background Patent Right or Roche Patent Right, Roche, in its sole discretion, shall decide whether or not to initiate such suit or action in the Territory. Roche shall have full discretion as to how it wishes to handle such suit and may reach Settlement under any terms and conditions it desires and retain all damages, settlement fees or other consideration received in connection therewith. Only if a Settlement could adversely affect FMI shall the written consent of FMI be required, which consent shall not be unreasonably withheld. If for a Joint Patent Right, Roche decides to bring a suit or take action, once Roche provides Suit Notice, Roche may immediately commence such suit or take such action. In the event that Roche (i) does not in writing advise FMI within the Decision Period that Roche will commence suit or take action, or (ii) fails to commence suit or take action within a reasonable time after providing Suit Notice, FMI shall thereafter have the right to commence suit or take action in the Territory and shall provide written notice Roche total cost of any such suit infringement action commenced or action taken defended solely by FMI. Upon written requestLicensee, the Party bringing suit Licensee and other licensees, or taking action (“Initiating Party”) where Northwestern is joined involuntarily as a necessary party, shall keep the other Party informed of the status of any such suit or action and shall provide the other Party with copies, to the extent the Initiating Party is lawfully permitted to do so, of all material documents or communications filed in such suit or action. The Initiating Party shall have the sole and exclusive right to select counsel for any such suit or action. The Initiating Party shall, except as provided below, pay all expenses of the suit or action, including the Initiating Party’s attorneys’ fees and court costsbe borne by Licensee. Any damages, settlement fees or other consideration received as a result of such suit or recovery resulting from an action brought by Licensee shall be allocated distributed as follows: (a) First, to reimburse the Initiating each Party for its costs and, if any remains, to the other Party shall be reimbursed for any advisory counsel fees and costsexpenses it incurred in the action; and (b) Secondas to ordinary damages for past infringement, Licensee shall receive an amount equal to either (i) its lost profits, (ii) a reasonable royalty on the balanceinfringing sales, or (iii) whatever alternative measure of such damages the court shall have applied, and such amount shall be treated as Net Sales for the purpose of calculating running royalties under Section 5.1; and (c) the Parties shall share equally in any additional award, including any special or punitive damages. 8.2 If within six (6) months after having been notified of any alleged infringement, Licensee has been unsuccessful in persuading the alleged infringer to desist or has not otherwise brought and diligently is pursuing an infringement action, or if anyLicensee notifies Northwestern at any time prior thereto of its intention not to bring suit against any alleged infringer, then, Northwestern shall have the right, but shall not be obligated, to prosecute at its own expense any infringement of the Patent Rights or defense of a declaratory judgment claim or counterclaim and may include Licensee as a party plaintiff in such action. The total cost of any infringement or declaratory judgment action commenced or defended solely by Northwestern, or where Licensee is joined involuntarily as a necessary party, shall be allocated […***…]borne by Northwestern. If the Initiating Party believes it is reasonably necessary Northwestern shall keep any recovery or desirable to obtain an effective remedydamages derived therefrom, 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 Partyafter reimbursing Licensee’s written request, the other Party shall offer reasonable assistance to the Initiating Party in connection therewith at no charge to the Initiating Party except for reimbursement of reasonable out-of-pocket legal costs and expenses incurred by 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 party hereto shall, at the request of the party initiating such suit, cooperate in rendering 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 assistancesuit was brought by Northwestern pursuant to Section 8.2. The other Party While Licensee, during the term of this Agreement, shall have the right to participate and be represented in consent to a sublicense Northwestern may propose to any such suit or action by its own counsel at its own expense. The Initiating Party may settle, consent judgment or otherwise voluntarily dispose alleged infringer for future use of the suit 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 “SettlementCOMMISSION”) without 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 written consent 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 other Party but only if such Settlement can be achieved without adversely affecting the other Party (including any of its 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. If a Settlement could adversely affect the other PartyFor purposes of clarity, then the written consent of the other Party would be required, which consent Licensee shall not be unreasonably withheldentitled 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. Each 16.1 Should either Party become aware of any infringement or potential infringement of the Patents it shall promptly provide written notice to give the other Party during written notice thereof detailing the Agreement Term facts concerning such infringement or potential infringement and KATANA, upon notice to Transfert Plus, shall have the first right to initiate and prosecute legal action against such infringement, by counsel of its choice, at KATANA’s expense and in the name of Transfert Plus and KATANA, or to control the defense of any declaratory judgment action relating to the Technology and arising in the context of such legal action. KATANA, at its own expense, shall be deemed to have the right, as authorized pursuant to the appropriate statutes (i) known to initiate such legal action in its own name or, if required by law, jointly with Transfert Plus (which may be represented by its own counsel), at KATANA’s expense and on its own behalf for infringement or suspected infringement by a Third Party of any FMI Background Patent Rights, FMI Foreground Patent Rights, Roche Background Patent Rights, Roche Foreground Patent Rights or Joint Patent Rights, or the Patent(s); (ii) known or suspected unauthorized use or misappropriation by a Third Party of in any FMI Background Know-Howsuch suit, FMI Know-How, Roche Background Know-How, Roche Know-How or Joint Know-Howto enjoin infringement, and for infringing use of the Patents, to collect damages, profits, and awards of whatever nature recoverable for such infringement; and (iii) to settle any claim or suit for infringement of the Patents, provided that Transfert Plus shall provide have the opportunity to timely review and make suggestions regarding any such settlement. 16.2 Should KATANA advise Transfert Plus in writing that it does not intend to enforce any Patent or should KATANA fail to enforce such Patent within a delay of [REDACTED: Time Period] from its reception of a notice from Transfert Plus advising KATANA of an infringement of the Technology, then Transfert Plus shall have the right, at its own expense and for its own benefit, to bring any action it deems necessary to stop the infringement and recover any damages, profits, and awards which might be obtained. 16.3 For any action to terminate any such infringement, in the event that a Party is unable to initiate or prosecute such action solely in its own name, the other Party with will join such action voluntarily and will execute and cause its Affiliates to execute all evidence in its possession supporting documents necessary for such infringement or unauthorized use or misappropriation. Within […***…] after a other Party provides or receives such written notice (“Decision Period”), the Party Handling enforcement of such Patent Right as set forth in this Section 2.7, in its sole discretion, shall decide whether or not to initiate such suit or action in the Territory litigation to prosecute and shall notify the other Party in writing of its decision in writing (“Suit Notice”). For any FMI Background Patent Right or sole FMI Patent Right, FMI in its sole discretion shall decide whether or not to initiate such suit or action in the Territory. FMI shall have full discretion as to how it wishes to handle such suit and may reach Settlement under any terms and conditions it desires and retain all damages, settlement fees or other consideration received in connection therewith. Only if a Settlement could adversely affect Roche shall the written consent of Roche be required, which consent shall not be unreasonably withheld. The term “adversely affect” in the previous sentence shall include, among other things, […***…]. For any sole Roche Background Patent Right or Roche Patent Right, Roche, in its sole discretion, shall decide whether or not to initiate such suit or action in the Territory. Roche shall have full discretion as to how it wishes to handle such suit and may reach Settlement under any terms and conditions it desires and retain all damages, settlement fees or other consideration received in connection therewith. Only if a Settlement could adversely affect FMI shall the written consent of FMI be required, which consent shall not be unreasonably withheld. If for a Joint Patent Right, Roche decides to bring a suit or take action, once Roche provides Suit Notice, Roche may immediately commence such suit or take maintain such action. In the event that Roche (i) does not in writing advise FMI within the Decision Period that Roche will commence suit or take connection with any action, Transfert Plus and KATANA will cooperate fully and will provide each other with any information or (ii) fails assistance that either may reasonably request. 16.4 Without prejudice to commence suit any other right they may have, should a claim that KATANA’s practice under the Technology directly infringe a Third Party’s intellectual property rights be threatened or take action within a reasonable time after providing Suit Noticemade against KATANA, FMI KATANA shall thereafter have give Transfert Plus prompt written notice detailing as many facts as possible concerning such claim and each Party shall cooperate fully with the right to commence suit or take action other in the Territory and shall provide written notice Roche of any such suit commenced or action taken by FMI. Upon written request, the Party bringing suit or taking action (“Initiating Party”) shall keep the other Party informed of the status of any such suit or action and shall provide the other Party with copies, to the extent the Initiating Party is lawfully permitted to do so, of all material documents or communications filed in such suit or action. The Initiating Party shall have the sole and exclusive right to select counsel for any such suit or action. The Initiating Party shall, except as provided below, pay all expenses of the suit or action, including the Initiating Party’s attorneys’ fees and court costs. Any damages, settlement fees or other consideration received as a result defense of such suit or action shall be allocated as follows: (a) First, to reimburse the Initiating Party for its costs and, if any remains, to the other Party for any advisory counsel fees and costs; and (b) Second, the balance, if any, shall be allocated […***…]. 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 reasonable out-of-pocket expenses incurred by the other Party in rendering such assistance. The other Party shall have the right to participate and be represented in any such suit or action 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 achieved without adversely affecting the other Party (including any of its Patent Rights). If a Settlement could adversely affect the other Party, then the written consent of the other Party would be required, which consent shall not be unreasonably withheldclaim.

Infringement. Each If either Party shall promptly provide written notice to the other Party during the Agreement Term learns of any (i) known an infringement or suspected threatened infringement by of a Third Party of any FMI Background KuDOS Patent Rights, FMI Foreground Patent Rights, Roche Background Patent Rights, Roche Foreground Patent Rights or Joint Patent Rights, or (ii) known or suspected unauthorized use or misappropriation by a Third Party of any FMI Background Know-How, FMI Know-How, Roche Background Know-How, Roche Know-How or Joint Know-How, in the Field and shall provide the other Party with all evidence in its possession supporting such infringement or unauthorized use or misappropriation. Within […***…] after a Party provides or receives such written notice (“Decision Period”), the Party Handling enforcement of such Patent Right as set forth in this Section 2.7, in its sole discretion, shall decide whether or not to initiate such suit or action in the Territory and it shall promptly notify the other Party and, shall provide the latter Party with all information reasonably available to the notifying Party evidencing such infringement or threatened infringement. Thereafter, the Parties shall in writing good faith consult and cooperate in abating such infringement or threatened infringement. Novacea shall have the right, but not the obligation, to bring, defend and maintain any appropriate suit or action for abatement of its decision the infringement or threatened infringement of the KuDOS Patents in writing (“Suit Notice”)the Field and in the Territory, at Novacea’s sole expense. For any FMI Background Patent Right If Novacea requests KuDOS or sole FMI Patent Right, FMI BTG to join Novacea as a party in its sole discretion shall decide whether or not to initiate such suit or action in the Territory. FMI shall have full discretion as to how it wishes to handle such suit and may reach Settlement under any terms and conditions it desires and retain all damages, settlement fees or other consideration received in connection therewith. Only if a Settlement could adversely affect Roche shall the written consent of Roche be required, which consent shall not be unreasonably withheld. The term “adversely affect” in the previous sentence shall include, among other things, […***…]. For any sole Roche Background Patent Right or Roche Patent Right, Roche, in its sole discretion, shall decide whether or not to initiate such suit or action in the Territory. Roche shall have full discretion as to how it wishes to handle such suit and may reach Settlement under any terms and conditions it desires and retain all damages, settlement fees or other consideration received in connection therewith. Only if a Settlement could adversely affect FMI shall the written consent of FMI be required, which consent shall not be unreasonably withheld. If for a Joint Patent Right, Roche decides to bring a suit or take action, once Roche provides Suit NoticeKuDOS shall execute all papers (and secure the execution by BTG) and perform such other acts (and secure the performance by BTG) as may be reasonably requested by Novacea, Roche may immediately commence such suit or take such at Novacea’s expense. In the case of an infringement of a BTG Patent, Novacea shall consult with, and give good faith reasonable consideration to BTG’s requirements in relation to the prosecution of the infringement action. In the event that Roche (i) does not in writing advise FMI within the Decision Period that Roche will commence suit or take action, or (ii) fails to commence suit or take circumstances where they have a right of action within a reasonable time after providing Suit Notice, FMI KuDOS and BTG shall thereafter have the right to commence suit or take action participate in the Territory and shall provide written notice Roche of any such suit commenced or action taken by FMI. Upon written request, the Party bringing suit or taking action (“Initiating Party”) shall keep the other Party informed of the status of any such suit or action and using independent counsel, at their sole expense, but they shall provide the other Party with copies, to the extent the Initiating Party is lawfully permitted to do so, of all material documents or communications filed in such suit or action. The Initiating Party shall have the sole and exclusive right to select counsel for not settle any such suit or action. The Initiating Party shall, except as provided below, pay all expenses action or otherwise compromise Novacea’s position without the prior consent of the suit or action, including the Initiating Party’s attorneys’ fees and court costsNovacea. Any damages, settlement fees or other consideration received amount recovered by Novacea as a result of such suit or action shall be allocated as follows: (a) First, for the sole benefit of Novacea. The portion of such recovery in excess of the amount required to reimburse the Initiating Party Novacea for its reasonable and documented internal and external costs and, if any remains, to the other Party for any advisory counsel fees and costs; and (b) Second, the balance, if any, shall be allocated […***…]. If the Initiating Party believes it is reasonably necessary or desirable to obtain an effective remedy, upon written request the other Party agrees copies of such documents to be joined provided as a party evidence to KuDOS) incurred in securing such results (the suit or action but shall be under no obligation to participate except “Net Recovery”), to the extent that such participation is required as the result costs are not otherwise reimbursed in whole or part by an award of its being a named party costs, shall be considered “Net Selling Price” with respect to the calendar quarter in which payment to Novacea was received. If Novacea fails to initiate suit or action within 90 days after first notice of infringement or threatened infringement of a BTG Patent, or if having initiated such suit or action it thereafter diligently fails to prosecute such suit or action, KuDOS or BTG shall have the right, but not the obligation, to bring, defend and maintain any appropriate suit or action for abatement of the infringement or threatened infringement, at KuDOS’s or BTG’s sole expense. At In such circumstances any profits or damages received by KuDOS or BTG shall be for the Initiating Partyaccount of KuDOS or BTG. Further in such circumstances if KuDOS or BTG requests Novacea to join KuDOS or BTG as a party in such suit or action, Novacea shall execute all papers and perform such other acts as may be reasonably requested by KuDOS or BTG, at KuDOS’s written requestor BTG’s expense. To the extent lawful, Novacea shall assist KuDOS or BTG in joining Novacea as co-plaintiff if so advised, provided that KuDOS or BTG shall indemnify Novacea its liabilities, costs and expenses of doing the other Party shall offer reasonable assistance to the Initiating Party in connection therewith at no charge to the Initiating Party except for reimbursement of reasonable out-of-pocket expenses incurred by the other Party in rendering such assistancesame. The other Party Novacea shall have the right to participate and be represented in any such suit or action by its own counsel using independent counsel, at its own expense. The Initiating Party may settle, consent judgment or otherwise voluntarily dispose of the sole expense but it shall not settle any such suit or action (“Settlement”) or otherwise compromise KuDOS’s or BTG’s position without the written prior consent of KuDOS or BTG. Any amount recovered by KuDOS or BTG as a result of such suit or action shall be for the other Party sole benefit of KuDOS or BTG, but only if such Settlement can shall be achieved without adversely affecting the other Party (including any considered “Net Selling Price” for purposes of its Patent Rights)calculating annual Net Selling Price. If Novacea fails to initiate suit or action within 90 days after first notice of infringement or threatened infringement of a Settlement could adversely affect KuDOS Source Patent, or if having initiated such suit or action it thereafter diligently fails to prosecute such suit or action, KuDOS shall have the right, but not the obligation, to bring, defend and maintain any appropriate suit or action for abatement of the infringement or threatened infringement, at KuDOS’s sole expense. If KuDOS requests Novacea to join KuDOS as a party in such suit or action, Novacea shall execute all papers and perform such other Partyacts as may be reasonably requested by KuDOS, then at KuDOS’s expense. To the written extent lawful, Novacea shall assist KuDOS in joining Novacea as co-plaintiff if so advised, provided that KuDOS shall indemnify Novacea its liabilities, costs and expenses of doing the same. Novacea shall have the right to participate in any such suit or action using independent counsel, at its sole expense but it shall not settle any such suit or action or otherwise compromise KuDOS’s position without the prior consent of KuDOS. Any amount recovered by KuDOS as a result of such suit or action shall be for the other Party would sole benefit of KuDOS, but shall be required, which consent shall not be unreasonably withheldconsidered “Net Selling Price” for purposes of calculating annual Net Selling Price.

Infringement. Each Party 7.1 LICENSEE shall inform M.I.T. promptly provide written notice to the other Party during the Agreement Term of any (i) known infringement or suspected infringement by a Third Party of any FMI Background Patent Rights, FMI Foreground Patent Rights, Roche Background Patent Rights, Roche Foreground Patent Rights or Joint Patent Rights, or (ii) known or suspected unauthorized use or misappropriation by a Third Party of any FMI Background Know-How, FMI Know-How, Roche Background Know-How, Roche Know-How or Joint Know-How, and shall provide the other Party with all evidence in its possession supporting such infringement or unauthorized use or misappropriation. Within […***…] after a Party provides or receives such written notice (“Decision Period”), the Party Handling enforcement of such Patent Right as set forth in this Section 2.7, in its sole discretion, shall decide whether or not to initiate such suit or action in the Territory and shall notify the other Party in writing of its decision in writing (“Suit Notice”)any alleged infringement of the PATENT RIGHTS by a third party and of any available evidence thereof. For any FMI Background Patent Right or sole FMI Patent Right* CONFIDENTIAL TREATMENT REQUESTED 7.2 During the term of this Agreement, FMI in its sole discretion shall decide whether or not to initiate such suit or action in the Territory. FMI LICENSEE shall have full discretion 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 how it wishes 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 handle such suit and may reach Settlement under any terms and conditions it desires and retain all damagesbring an infringement action shall remain in effect only for so long as the license granted herein remains exclusive. No settlement, settlement fees consent judgement or other consideration received 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. Only if a Settlement could adversely affect Roche shall the written consent Any recovery of Roche be required, which consent shall not be unreasonably withheld. The term “adversely affect” in the previous sentence shall include, among other things, […***…]. For any sole Roche Background Patent Right or Roche Patent Right, Roche, in its sole discretion, shall decide whether or not to initiate such suit or action in the Territory. Roche shall have full discretion as to how it wishes to handle such suit and may reach Settlement under any terms and conditions it desires and retain all damages, settlement fees or other consideration received in connection therewith. Only if a Settlement could adversely affect FMI shall the written consent of FMI be required, which consent shall not be unreasonably withheld. If for a Joint Patent Right, Roche decides to bring a suit or take action, once Roche provides Suit Notice, Roche may immediately commence such suit or take such action. In the event that Roche (i) does not in writing advise FMI within the Decision Period that Roche will commence suit or take action, or (ii) fails to commence suit or take action within a reasonable time after providing Suit Notice, FMI shall thereafter have the right to commence suit or take action in the Territory and shall provide written notice Roche of any such suit commenced or action taken damages by FMI. Upon written request, the Party bringing suit or taking action (“Initiating Party”) shall keep the other Party informed of the status of any such suit or action and shall provide the other Party with copies, to the extent the Initiating Party is lawfully permitted to do so, of all material documents or communications filed in such suit or action. The Initiating Party shall have the sole and exclusive right to select counsel 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 actionwithheld and applied pursuant to this Article VII. The Initiating Party shallbalance 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, except as provided belowLICENSEE 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, pay all expenses 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 suit or actionPATENT RIGHTS, including the Initiating Party’s attorneys’ fees and court costs. Any damagesand, settlement fees or other consideration received as a result in furtherance of such suit or action shall be allocated as follows: (a) Firstright, to reimburse the Initiating Party for its costs and, if any remains, to the other Party for any advisory counsel fees and costs; and (b) Second, the balance, if any, shall be allocated […***…]. If the Initiating Party believes it is reasonably necessary or desirable to obtain an effective remedy, upon written request the other Party LICENSEE hereby agrees to be joined that M.I.T. may include LICENSEE 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 reasonable out-of-pocket expenses incurred by the other Party in rendering such assistance. The other Party shall have the right to participate and be represented plaintiff in any such suit or action by its own counsel at its own expensesuit, without expense to LICENSEE. The Initiating Party may settle, consent judgment total cost of any such infringement action commenced or otherwise voluntarily dispose of the suit or action (“Settlement”) without the written consent of the other Party but only if such Settlement can defended solely by M.I.T. shall be achieved without adversely affecting the other Party (including any of its Patent Rights). If a Settlement could adversely affect the other Party, then the written consent of the other Party would be required, which consent shall not be unreasonably withheld.borne by M.I.T.,

Infringement. Each 7.1 If either party shall determine that there is a probable infringement of any of the Intellectual Property by a Third Party, that party shall promptly notify the other party in writing of the infringement. 7.2 INFRAMAT, on discovery or notification of such infringement, shall, with reasonable promptness, refer the matter to its intellectual property counsel to perform an infringement evaluation and determine the likelihood of success on the merits of an infringement claim. At its option and its expense, NANO may retain its own intellectual property counsel to conduct an independent evaluation or to consult with INFRAMAT's intellectual property counsel regarding the evaluation under a suitable joint privilege agreement. 7.3 If INFRAMAT determines that the facts pertaining to infringement and the likelihood of success of any action warrants taking legal action against an infringer, INFRAMAT shall advise NANO in writing of such determination prior to taking any legal action. If INFRAMAT determines that the facts pertaining to infringement and the likelihood of success of any action do not warrant taking legal action, it shall so advise NANO. If INFRAMAT decides not to pursue legal action, NANO shall have the option to elect to bring an infringement action at its own cost and expense, and NANO shall not hold INFRAMAT liable for lack of infringement litigation. If NANO decides not to bring litigation for patent infringement, INFRAMAT shall not hold NANO liable for lack of infringement litigation. 7.4 The parties agree to fully cooperate with and assist each other in any infringement action under the Intellectual Property. If one party brings an infringement action against a Third Party ("Litigating Party"), the other party, in order to assist in bringing and maintaining the suit, shall: (i) join as a party, if necessary to the maintenance of the infringement action; (ii) grant all lawful permissions and sign all lawful documents necessary in the Litigating Party's judgment to prosecute the action; and (iii) give all truthful testimony requested by the Litigating Party. 7.5 If any infringement action taken shall prove successful and the Litigating Party shall promptly provide written notice collect monies by judgment or settlement, and provided the other party complies with Section 7.4, the Litigating Party shall: (i) deduct its intellectual property counsel fees and other reasonable expenses attendant to such action, including without limitation expert fees; and (ii) then shall pay to the other Party during the Agreement Term of any party twenty-five (i25%) known infringement or suspected infringement by a Third Party of any FMI Background Patent Rights, FMI Foreground Patent Rights, Roche Background Patent Rights, Roche Foreground Patent Rights or Joint Patent Rights, or (ii) known or suspected unauthorized use or misappropriation by a Third Party of any FMI Background Know-How, FMI Know-How, Roche Background Know-How, Roche Know-How or Joint Know-How, and shall provide the other Party with all evidence in its possession supporting such infringement or unauthorized use or misappropriation. Within […***…] after a Party provides or receives such written notice (“Decision Period”), the Party Handling enforcement of such Patent Right as set forth in this Section 2.7, in its sole discretion, shall decide whether or not to initiate such suit or action in the Territory and shall notify the other Party in writing of its decision in writing (“Suit Notice”). For any FMI Background Patent Right or sole FMI Patent Right, FMI in its sole discretion shall decide whether or not to initiate such suit or action in the Territory. FMI shall have full discretion as to how it wishes to handle such suit and may reach Settlement under any terms and conditions it desires and retain all damages, settlement fees or other consideration received in connection therewith. Only if a Settlement could adversely affect Roche shall the written consent of Roche be required, which consent shall not be unreasonably withheld. The term “adversely affect” in the previous sentence shall include, among other things, […***…]. For any sole Roche Background Patent Right or Roche Patent Right, Roche, in its sole discretion, shall decide whether or not to initiate such suit or action in the Territory. Roche shall have full discretion as to how it wishes to handle such suit and may reach Settlement under any terms and conditions it desires and retain all damages, settlement fees or other consideration received in connection therewith. Only if a Settlement could adversely affect FMI shall the written consent of FMI be required, which consent shall not be unreasonably withheld. If for a Joint Patent Right, Roche decides to bring a suit or take action, once Roche provides Suit Notice, Roche may immediately commence such suit or take such action. In the event that Roche (i) does not in writing advise FMI within the Decision Period that Roche will commence suit or take action, or (ii) fails to commence suit or take action within a reasonable time after providing Suit Notice, FMI shall thereafter have the right to commence suit or take action in the Territory and shall provide written notice Roche of any such suit commenced or action taken by FMI. Upon written request, the Party bringing suit or taking action (“Initiating Party”) shall keep the other Party informed percent of the status balance of any such suit or action and shall provide the other Party with copies, to the extent the Initiating Party is lawfully permitted to do so, of all material documents or communications filed in such suit or action. The Initiating Party shall have the sole and exclusive right to select counsel for any such suit or action. The Initiating Party shall, except as provided below, pay all expenses of the suit or action, including the Initiating Party’s attorneys’ fees and court costs. Any damages, settlement fees or other consideration received as a result of such suit or action shall be allocated as follows: (a) First, to reimburse the Initiating Party for its costs and, if any remains, to the other Party for any advisory counsel fees and costs; and (b) Second, the balance, if any, shall be allocated […***…]. 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 reasonable out-of-pocket expenses incurred monies collected by the other Party in rendering such assistance. The other Party shall have the right to participate and be represented in any such suit or action 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”) settlement. 7.6 Neither party may settle an infringement claim without the written consent prior approval of the other Party but only party if such Settlement can be achieved without adversely affecting the other Party (including any of its Patent Rights). If a Settlement could adversely settlement would affect the other Party, then the written consent rights of the other Party would be required, which consent shall not be unreasonably withheldparty in the Licensed Patents.

Infringement. Each Party shall promptly provide written notice to the other Party during the Agreement Term of any NCS will: (i) known defend or settle, at its option and expense, any claim against Buyer alleging that any Product furnished pursuant to an Acknowledgment infringes or otherwise violates any United States patent, copyright, or trademark; (ii) reimburse Buyer for any costs incurred at NCS’s written request in cooperating fully with NCS to facilitate the defense or settlement of such claim and (iii) pay all damages and costs assessed by final judgment against Buyer and attributable to such claim. NCS will have the right, at any time and at its option and expense, to ( i) procure for Buyer the right to continue using such Products; (ii) replace or modify any such Products provided or to be provided to be free of the infringement claim and/or (iii) discontinue further deliveries of such Product and require return of such Products and refund the purchase price paid less a reasonable allowance for use, damage, or obsolescence. NCS’s total liability under this section shall not exceed the total price paid to NCS by Buyer for the Products given rise to claim; and NCS’s obligations hereunder are conditioned upon: (i) Buyer giving NCS prompt written notice of any such claim; (ii) NCS having complete control of the defense and settlement thereof; and (iii) Buyer cooperating fully with NCS to facilitate the defense or settlement of such claim. Notwithstanding the foregoing, NCS shall have no obligation to defend or settle any claim, and Buyer shall indemnify and save harmless NCS and its suppliers and affiliated companies from all damages, costs, expenses, liabilities, and claims, for any infringement or suspected infringement by a Third Party other violation of any FMI Background Patent Rightspatent, FMI Foreground Patent Rightscopyright, Roche Background Patent Rightstrademark, Roche Foreground Patent Rights trade secret, or Joint Patent Rightsother intellectual property right arising from: (i) compliance with Buyer’s specifications, designs or instructions; or (ii) known or suspected unauthorized relating to use or misappropriation by a Third Party of any FMI Background Know-How, FMI Know-How, Roche Background Know-How, Roche Know-How Product in a manner or Joint Know-How, and shall provide the other Party with all evidence in its possession supporting such infringement or unauthorized use or misappropriation. Within […***…] after for a Party provides or receives such written notice (“Decision Period”), the Party Handling enforcement of such Patent Right as set forth in this Section 2.7, in its sole discretion, shall decide whether or purpose not to initiate such suit or action in the Territory and shall notify the other Party suggested in writing of its decision by NCS or in writing (“Suit Notice”)combination with another item. For any FMI Background Patent Right or sole FMI Patent RightTHE FOREGOING STATES THE SOLE AND EXCLUSIVE REMEDY AND OBLIGATION OF NCS FOR INFRINGEMENT OR OTHER VIOLATION OF ANY INTELLECTUAL PROPERTY RIGHTS AND IS IN LIEU OF ALL WARRANTIES, FMI in its sole discretion shall decide whether or not to initiate such suit or action in the Territory. FMI shall have full discretion as to how it wishes to handle such suit and may reach Settlement under any terms and conditions it desires and retain all damagesEXPRESS, settlement fees or other consideration received in connection therewith. Only if a Settlement could adversely affect Roche shall the written consent of Roche be requiredIMPLIED, which consent shall not be unreasonably withheld. The term “adversely affect” in the previous sentence shall includeOR STATUTORY, among other things, […***…]. For any sole Roche Background Patent Right or Roche Patent Right, Roche, in its sole discretion, shall decide whether or not to initiate such suit or action in the Territory. Roche shall have full discretion as to how it wishes to handle such suit and may reach Settlement under any terms and conditions it desires and retain all damages, settlement fees or other consideration received in connection therewith. Only if a Settlement could adversely affect FMI shall the written consent of FMI be required, which consent shall not be unreasonably withheld. If for a Joint Patent Right, Roche decides to bring a suit or take action, once Roche provides Suit Notice, Roche may immediately commence such suit or take such action. In the event that Roche (i) does not in writing advise FMI within the Decision Period that Roche will commence suit or take action, or (ii) fails to commence suit or take action within a reasonable time after providing Suit Notice, FMI shall thereafter have the right to commence suit or take action in the Territory and shall provide written notice Roche of any such suit commenced or action taken by FMI. Upon written request, the Party bringing suit or taking action (“Initiating Party”) shall keep the other Party informed of the status of any such suit or action and shall provide the other Party with copies, to the extent the Initiating Party is lawfully permitted to do so, of all material documents or communications filed in such suit or action. The Initiating Party shall have the sole and exclusive right to select counsel for any such suit or action. The Initiating Party shall, except as provided below, pay all expenses of the suit or action, including the Initiating Party’s attorneys’ fees and court costs. Any damages, settlement fees or other consideration received as a result of such suit or action shall be allocated as follows: (a) First, to reimburse the Initiating Party for its costs and, if any remains, to the other Party for any advisory counsel fees and costs; and (b) Second, the balance, if any, shall be allocated […***…]. 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 reasonable out-of-pocket expenses incurred by the other Party in rendering such assistance. The other Party shall have the right to participate and be represented in any such suit or action 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 achieved without adversely affecting the other Party (including any of its Patent Rights). If a Settlement could adversely affect the other Party, then the written consent of the other Party would be required, which consent shall not be unreasonably withheldIN REGARD THERETO.

Infringement. Each 7.2.1 If either Party shall promptly provide written notice to the other Party during the Agreement Term becomes aware of any (i) known activity that such Party believes represents an infringement of the claims of Patents Controlled by either CombinatoRx or suspected infringement by a Third Party of any FMI Background Patent Rights, FMI Foreground Patent Rights, Roche Background Patent Rights, Roche Foreground Patent Rights Fovea relating to either Licensed Combinations or Joint Patent Rights, or (ii) known or suspected unauthorized use or misappropriation by a Third Party of any FMI Background Know-How, FMI Know-How, Roche Background Know-How, Roche Know-How or Joint Know-How, and shall provide the other Party with all evidence in its possession supporting such infringement or unauthorized use or misappropriation. Within […***…] after a Party provides or receives such written notice (“Decision Period”)Collaboration Combinations, the Party Handling enforcement of obtaining such Patent Right as set forth in this Section 2.7, in its sole discretion, knowledge shall decide whether or not to initiate such suit or action in the Territory and shall notify promptly advise the other Party in writing of its decision in writing (“Suit Notice”)the potential infringement and of all relevant facts and circumstances known to such Party pertaining to the potential infringement. For any FMI Background Patent Right or sole FMI Patent Right, FMI in its sole discretion Fovea and CombinatoRx shall decide whether or not thereafter consult and cooperate fully to initiate such suit or action in the Territory. FMI shall have full discretion as to how it wishes to handle such suit and may reach Settlement under any terms and conditions it desires and retain all damages, settlement fees or other consideration received in connection therewith. Only if determine a Settlement could adversely affect Roche shall the written consent course of Roche be required, which consent shall not be unreasonably withheld. The term “adversely affect” in the previous sentence shall include, among other things, […***…]. For any sole Roche Background Patent Right or Roche Patent Right, Roche, in its sole discretion, shall decide whether or not to initiate such suit or action in the Territory. Roche shall have full discretion as to how it wishes to handle such suit and may reach Settlement under any terms and conditions it desires and retain all damages, settlement fees or other consideration received in connection therewith. Only if a Settlement could adversely affect FMI shall the written consent of FMI be required, which consent shall not be unreasonably withheld. If for a Joint Patent Right, Roche decides to bring a suit or take action, once Roche provides Suit Noticeincluding but not limited to, Roche may immediately commence such suit the commencement of legal action to terminate any infringement of the Patents Controlled by either CombinatoRx or take such action. In Fovea relating to either Licensed Combinations or Collaboration Combinations, provided, however, that, notwithstanding the event that Roche (i) does not in writing advise FMI within obligation of the Decision Period that Roche will commence suit or take action, or (ii) fails Parties to commence suit or take action within a reasonable time after providing Suit Notice, FMI shall thereafter have the right to commence suit or take action in the Territory and shall provide written notice Roche of any such suit commenced or action taken consult as required by FMI. Upon written requestthis sentence, the Party bringing suit or taking action (“Initiating Party”) shall keep the other controlling prosecution pursuant to Article 6, and with respect to Fovea Collaboration Combination IP each Party informed of the status of any such suit or action and shall provide the other Party with copies, to the extent the Initiating Party is lawfully permitted to do so, of all material documents or communications filed in such suit or action. The Initiating Party shall have the sole and exclusive right to select counsel for any such suit or action. The Initiating Party shall, except as provided below, pay all expenses of the suit or action, including the Initiating Party’s attorneys’ fees and court costs. Any damages, settlement fees or other consideration received as a result of such suit or action shall be allocated as follows: (a) First, to reimburse the Initiating Party for its costs own Territory and, if any remains, to in the other Party for any advisory counsel fees and costs; and (b) SecondShared Territory, the balance, if any, Parties shall be allocated […***…]. If cooperate to determine 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 best course 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 reasonable out-of-pocket expenses incurred by the other Party in rendering such assistance. . 7.2.2 The other Prosecuting Party shall have the right to participate initiate and be represented in any prosecute such suit or action by its own counsel legal proceedings related to infringement at its own expense. The Initiating expense and in its name, and to control the defense of any declaratory judgment action relating to its Intellectual Property; provided that, no settlement shall be entered into by the Prosecuting 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 achieved without adversely affecting the other Party (including any of its Patent Rights). If a Settlement could adversely settlement would materially affect the other Party, then the written consent of ’s interests. Each Party shall reasonably cooperate with the other Party would 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 requiredpaid 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 Party 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, 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. 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 consent is intended as a reimbursement for sales lost as a result of such infringement shall not be unreasonably withheldtreated as Net Sales for purposes of this Agreement. 7.2.4 The costs and expenses (including attorneys’ fees) of any action against an infringement brought in accordance with this Section shall be borne by the Party controlling the infringement action, except for actions relating to Fovea Collaboration Combination IP in the Shared Territory, which costs and expenses shall be shared equally by the Parties, unless stated otherwise in this Article 7.

Infringement. Each Party RAICHEM shall promptly provide written notice to undertake at RAICHEM's own expense the other Party during the Agreement Term defense of any (i) known suit or action for infringement of RAICHEM's United States patents brought against XXXXXX in the United States, which suit or suspected infringement by a Third Party action results from the sale of any FMI Background Patent RightsPRODUCTs, FMI Foreground Patent Rights, Roche Background Patent Rights, Roche Foreground Patent Rights provided that XXXXXX shall have promptly advised RAICHEM in writing of each notice or Joint Patent Rights, claim of infringement received by XXXXXX and of the commencement of the suit or (ii) known action. RAICHEM shall hold XXXXXX harmless from damages or suspected unauthorized use other sums which may be assessed or misappropriation by a Third Party of may become payable under any FMI Background Know-How, FMI Know-How, Roche Background Know-How, Roche Know-How final decree or Joint Know-How, and shall provide the other Party with all evidence judgment in its possession supporting such infringement or unauthorized use or misappropriation. Within […***…] after a Party provides or receives such written notice (“Decision Period”), the Party Handling enforcement of such Patent Right as set forth in this Section 2.7, in its sole discretion, shall decide whether or not to initiate any such suit or action in the Territory and shall notify the other Party in writing of its decision in writing (“Suit Notice”)or under any settlement thereof. For any FMI Background Patent Right or sole FMI Patent Right, FMI in its sole discretion shall decide whether or not to initiate such suit or action in the Territory. FMI RAICHEM shall have full discretion as to how it wishes to handle such suit sole charge and may reach Settlement under any terms and conditions it desires and retain all damages, settlement fees or other consideration received in connection therewith. Only if a Settlement could adversely affect Roche shall the written consent of Roche be required, which consent shall not be unreasonably withheld. The term “adversely affect” in the previous sentence shall include, among other things, […***…]. For any sole Roche Background Patent Right or Roche Patent Right, Roche, in its sole discretion, shall decide whether or not to initiate such suit or action in the Territory. Roche shall have full discretion as to how it wishes to handle such suit and may reach Settlement under any terms and conditions it desires and retain all damages, settlement fees or other consideration received in connection therewith. Only if a Settlement could adversely affect FMI shall the written consent of FMI be required, which consent shall not be unreasonably withheld. If for a Joint Patent Right, Roche decides to bring a suit or take action, once Roche provides Suit Notice, Roche may immediately commence such suit or take such action. In the event that Roche (i) does not in writing advise FMI within the Decision Period that Roche will commence suit or take action, or (ii) fails to commence suit or take action within a reasonable time after providing Suit Notice, FMI shall thereafter have the right to commence suit or take action in the Territory and shall provide written notice Roche of any such suit commenced or action taken by FMI. Upon written request, the Party bringing suit or taking action (“Initiating Party”) shall keep the other Party informed direction of the status defense of any such suit or action and of all negotiations for such settlement, but shall provide the other Party use commercial reasonableness and shall consult with copies, XXXXXX with regard to the extent the Initiating Party is lawfully permitted to do so, defense or settlement of all material documents or communications filed in such suit or action. The Initiating Party shall have the sole and exclusive right to select counsel for any such suit or action. The Initiating Party shall, except as provided below, pay XXXXXX shall be obligated to render all expenses reasonable assistance which may be required by RAICHEM at RAICHEM's expense. XXXXXX may retain counsel of the suit or action, including the Initiating Party’s attorneys’ fees its own selection and court costsat its own expense to advise and consult with RAICHEM's counsel. Any damages, settlement fees or other consideration received as a result of such RAICHEM may not settle any suit or action shall be allocated as follows: (a) Firstwithout the consent of XXXXXX, if by such settlement XXXXXX is obligated to make any monetary payment, to reimburse part with any property or interest therein, to assume any obligation or to be subject to any injunction. The parties agree that if the Initiating Party for its costs 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 any remains, to the other Party for any advisory counsel fees and costs; and (b) Second, the balance, if any, shall be allocated […***…]. If the Initiating Party believes it is reasonably necessary or desirable RAICHEM fails to obtain an effective remedysuch a license, upon written request the other Party agrees or if RAICHEM is subject 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 requestpermanent injunction, the other Party shall offer reasonable assistance to the Initiating Party in connection therewith at no charge to the Initiating Party except for reimbursement of reasonable out-of-pocket expenses incurred by the other Party in rendering such assistance. The other Party then XXXXXX shall have the right to participate either terminate this Agreement by giving written notice of termination to RAICHEM, and be represented return for full credit all inventory on hand, or negotiate with the infringed party for such a license. RAICHEM's indemnification resulting from any infringement on third party patent shall exclude XXXXXX'x costs involved in negotiation with any infringed party for such 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 achieved without adversely affecting the other Party (including any of its Patent Rights). If a Settlement could adversely affect the other Party, then the written consent of the other Party would be required, which consent shall not be unreasonably withheldlicense.

Infringement. Each Party 8.1 The Parties shall promptly provide written notice to the notify each other Party during the Agreement Term of any (i) known infringement or suspected infringement by a Third Party of any FMI Background Patent RightsLicensed Patents. i. During the Term, FMI Foreground Patent RightsCOMPANY shall, Roche Background Patent Rightsat its expense, Roche Foreground Patent Rights or Joint Patent Rights, or (ii) known or suspected unauthorized use or misappropriation by a Third Party of any FMI Background Know-How, FMI Know-How, Roche Background Know-How, Roche Know-How or Joint Know-How, and shall provide the other Party with all evidence in its possession supporting such infringement or unauthorized use or misappropriation. Within […***…] after a Party provides or receives such written notice (“Decision Period”), the Party Handling enforcement of such Patent Right as set forth in this Section 2.7, in its sole discretion, shall decide whether or not to initiate such suit or action in the Territory and shall notify the other Party in writing of its decision in writing (“Suit Notice”). For any FMI Background Patent Right or sole FMI Patent Right, FMI in its sole discretion shall decide whether or not to initiate such suit or action in the Territory. FMI shall have full discretion as to how it wishes to handle such suit and may reach Settlement under any terms and conditions it desires and retain all damages, settlement fees or other consideration received in connection therewith. Only if a Settlement could adversely affect Roche shall the written consent of Roche be required, which consent shall not be unreasonably withheld. The term “adversely affect” in the previous sentence shall include, among other things, […***…]. For any sole Roche Background Patent Right or Roche Patent Right, Roche, in its sole discretion, shall decide whether or not to initiate such suit or action in the Territory. Roche shall have full discretion as to how it wishes to handle such suit and may reach Settlement under any terms and conditions it desires and retain all damages, settlement fees or other consideration received in connection therewith. Only if a Settlement could adversely affect FMI shall the written consent of FMI be required, which consent shall not be unreasonably withheld. If for a Joint Patent Right, Roche decides to bring a suit or take action, once Roche provides Suit Notice, Roche may immediately commence such suit or take such action. In the event that Roche (i) does not in writing advise FMI within the Decision Period that Roche will commence suit or take action, or (ii) fails to commence suit or take action within a reasonable time after providing Suit Notice, FMI shall thereafter have the right to commence suit or take enforce any Licensed Patents against such infringer and may defend any declaratory judgment action in brought against it alleging the Territory and shall provide written notice Roche invalidity of a Licensed Patent. COMPANY agrees to defend EMORY against any such suit commenced or action taken by FMI. Upon written request, the Party bringing suit or taking action (“Initiating Party”) shall keep the other Party informed of the status of any such suit or action and shall provide the other Party with copies, to the extent the Initiating Party is lawfully permitted to do so, of all material documents or communications filed counterclaim brought against it in such suit or action. The Initiating Party EMORY shall have the sole and exclusive right to select counsel for any cooperate with COMPANY in such suit or action. The Initiating Party shalleffort, except as provided below, pay all expenses of the suit or actionat COMPANY'S expense, including the Initiating Party’s attorneys’ fees and court costs. Any damages, settlement fees or other consideration received as a result of such suit or action shall be allocated as follows: (a) First, to reimburse the Initiating Party for its costs and, if any remains, to the other Party for any advisory counsel fees and costs; and (b) Second, the balance, if any, shall be allocated […***…]. 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 being joined as a party to such action, if necessary. COMPANY shall reimburse EMORY for any costs incurred, including reasonable attorneys’ fees, as part of any action brought by COMPANY. ii. COMPANY shall not enter into any settlement agreement or other voluntary final disposition in any action regarding the suit Licensed Patents, including without the express written consent of EMORY. Any amounts received for punitive or action but exemplary damages shall be under no obligation to participate except to shared equally between EMORY and COMPANY and any other amounts received, including compensatory damages or damages based on a loss of revenues which exceed 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 reasonable out-of-pocket costs and expenses incurred by COMPANY, shall be deemed to be the other Party proceeds of Sales of Licensed Products in rendering the fiscal quarter received. 8.2 If COMPANY fails, within one hundred twenty (120) days after receiving notice of a potential infringement, to institute an action against such assistance. The other Party infringer or notifies EMORY that it does not plan to institute such action, then EMORY shall have the right to participate and be represented in any such suit or action by its own counsel do so at its own expense. The Initiating Party may settleCOMPANY shall cooperate with EMORY in such effort including being joined as a party to such action if necessary. EMORY shall be entitled to retain all damages or costs awarded in 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, consent judgment or otherwise voluntarily dispose of the suit or action (“Settlement”) without the written consent of abandoning party shall give timely notice to the other Party but only if party who may, at its discretion, continue prosecution of such Settlement can be achieved without adversely affecting the other Party (including any of its Patent Rights). If a Settlement could adversely affect the other Party, then the written consent of the other Party would be required, which consent shall not be unreasonably withheldsuit.

Infringement. Each Party 9.1 Licensee shall inform Northwestern promptly provide written notice to the other Party during the Agreement Term in writing of any (i) known alleged infringement or suspected infringement of the Patent Rights by a Third Party third party and of any FMI Background available evidence thereof. 9.2 During the term of this Agreement, Northwestern shall have the right, but shall not be obligated, to prosecute at its own expense all infringements of the Patent Rights and, in furtherance of such right, Licensee hereby agrees that Northwestern may include Licensee as a party plaintiff in such suit, without expense to Licensee. The total cost of any such infringement action commenced or defended solely by Northwestern shall be borne by Northwestern and Northwestern shall keep any recovery or damages for past infringement derived therefrom. 9.3 If within six (6) months after having been notified of any alleged infringement, Northwestern 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 Northwestern 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, FMI Foreground Patent Rightsand Licensee may, Roche Background Patent Rightsfor such purposes, Roche Foreground Patent Rights or Joint Patent Rightsuse the name of Northwestern as party plaintiff; provided, or (ii) known or suspected unauthorized use or misappropriation by a Third Party of any FMI Background Know-Howhowever, FMI Know-How, Roche Background Know-How, Roche Know-How or Joint Know-How, and shall provide the other Party with all evidence in its possession supporting that such right to bring such infringement or unauthorized use or misappropriationaction shall remain in effect only for so long as the license granted herein remains exclusive. Within […***…] after a Party provides or receives such written notice (“Decision Period”)No settlement, the Party Handling enforcement of such Patent Right as set forth in this Section 2.7, in its sole discretion, shall decide whether or not to initiate such suit or action in the Territory and shall notify the other Party in writing of its decision in writing (“Suit Notice”). For any FMI Background Patent Right or sole FMI Patent Right, FMI in its sole discretion shall decide whether or not to initiate such suit or action in the Territory. FMI shall have full discretion as to how it wishes to handle such suit and may reach Settlement under any terms and conditions it desires and retain all damages, settlement fees consent judgment or other consideration received in connection therewith. Only if a Settlement could adversely affect Roche shall voluntary final disposition of the written suit may be entered into without the consent of Roche be requiredNorthwestern, which consent shall not unreasonably be unreasonably withheld. The term “adversely affect” Licensee shall indemnify Northwestern against any order for costs that may be made against Northwestern in the previous sentence such proceedings. Licensee shall includekeep any recovery or damages for past infringement derived therefrom; provided, among other thingshowever, […***…]. For any sole Roche Background Patent Right or Roche Patent Rightthat such recovery, Rocheless expenses, in its sole discretionincluding reasonable attorneys' fees, shall decide whether or not to initiate such suit or action in be treated as Net Sales for the Territory. Roche shall have full discretion as to how it wishes to handle such suit and may reach Settlement purpose of calculating running royalties under any terms and conditions it desires and retain all damages, settlement fees or other consideration received in connection therewith. Only if a Settlement could adversely affect FMI shall the written consent of FMI be required, which consent shall not be unreasonably withheld. If for a Joint Patent Right, Roche decides to bring a suit or take action, once Roche provides Suit Notice, Roche may immediately commence such suit or take such action. Paragraph 5.4 9.4 In the event that Roche 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 (i30) does not in writing advise FMI within days after it receives notice of the Decision Period that Roche will commence suit or take commencement of such action, or (ii) fails to commence intervene and take over the sole defense of the action at its own expense. 9.5 In any infringement suit or take action within a reasonable time after providing Suit Notice, FMI shall thereafter have that either Party may institute to enforce the right Patent Rights pursuant to commence suit or take action in the Territory and shall provide written notice Roche of any such suit commenced or action taken by FMI. Upon written requestthis Agreement, the Party bringing suit or taking action (“Initiating Party”) shall keep other party hereto shall, at the other Party informed request and expense of the status of any Party initiating such suit or action and shall provide the other Party with copiessuit, 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 Initiating Party is lawfully permitted to do solike. 9.6 Licensee, during the term of all material documents or communications filed in such suit or action. The Initiating Party this Agreement, shall have the sole right in accordance with the terms and exclusive right conditions herein to select counsel sublicense any alleged infringer for any such suit or action. The Initiating Party shall, except as provided below, pay all expenses future use of the suit or action, including the Initiating Party’s attorneys’ fees and court costsPatent Rights. Any damages, settlement upfront fees or other consideration received as a result part of such suit or action a sublicense shall be allocated as follows: (a) First, to reimburse the Initiating Party for its costs and, if any remains, to the shared equally between Licensee and Northwestern; other Party for any advisory counsel fees and costs; and (b) Second, the balance, if any, royalties shall be allocated […***…]. If the Initiating Party believes it is reasonably necessary or desirable treated pursuant 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 reasonable out-of-pocket expenses incurred by the other Party in rendering such assistance. The other Party shall have the right to participate and be represented in any such suit or action 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 achieved without adversely affecting the other Party (including any of its Patent Rights). If a Settlement could adversely affect the other Party, then the written consent of the other Party would be required, which consent shall not be unreasonably withheldParagraph 5.4.

Infringement. Each Party 14.1 If any patent infringement action is brought against Rhein or any of suppliers, distributors, or customers because of actual or anticipated manufacture, use or sale of a Licensed Product and such action claims that such manufacture, use, or sale infringes the intellectual property rights of a third party, Rhein shall promptly provide written notice notify Corixa and send Corixa copies of all papers that have been served. Corixa shall have the first right to control the defense of such action at its own expense, provided that such first right to control will be limited to the other Party Licensed Patents covering the Licensed Adjuvant, and Rhein shall at all times cooperate with Corixa and continue to pay royalties on any Net Sales of Licensed Product during the Agreement Term pendency of such action and any (i) known appeals. [ * ] = CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY BRACKETS, HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 24B-2 OF THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED. 14.2 If Corixa fails to defend such infringement or suspected infringement action after being notified by a Third Party Rhein, Rhein shall have the right, but not the obligation, to defend the action itself. If Rhein does undertake such defense, Corixa shall cooperate with Rhein and shall be entitled to select legal counsel of any FMI Background Patent Rightsits choice. All costs and expenses incurred by Rhein, FMI Foreground Patent Rightsincluding settlement costs, Roche Background Patent Rights, Roche Foreground Patent Rights or Joint Patent Rights, or (ii) known or suspected unauthorized use or misappropriation by a Third Party of any FMI Background Know-How, FMI Know-How, Roche Background Know-How, Roche Know-How or Joint Know-Howdamages assessed against Rhein, and shall provide the other Party with all evidence in its possession supporting such infringement or unauthorized use or misappropriation. Within […***…] after a Party provides or receives such written notice (“Decision Period”), the Party Handling enforcement of such Patent Right as set forth in this Section 2.7, in its sole discretionreasonable attorney fees, shall decide whether or not be paid by Rhein. 14.3 Neither party shall be permitted to initiate such suit or settle a legal action in without the Territory and shall notify the other Party in writing of its decision in writing (“Suit Notice”). For any FMI Background Patent Right or sole FMI Patent Right, FMI in its sole discretion shall decide whether or not to initiate such suit or action in the Territory. FMI shall have full discretion as to how it wishes to handle such suit and may reach Settlement under any terms and conditions it desires and retain all damages, settlement fees or other consideration received in connection therewith. Only if a Settlement could adversely affect Roche shall the prior written consent of Roche be requiredthe other party, which consent shall not be unreasonably withheld. The term “adversely affect” in the previous sentence shall include; provided, among other thingshowever, […***…]. For any sole Roche Background Patent Right or Roche Patent Right, Roche, in its sole discretion, shall decide whether or not to initiate such suit or action in the Territory. Roche shall have full discretion as to how it wishes to handle such suit and may reach Settlement under any terms and conditions it desires and retain all damages, settlement fees or other consideration received in connection therewith. Only if a Settlement could adversely affect FMI shall the written consent of FMI be required, which consent shall not be unreasonably withheld. If for a Joint Patent Right, Roche decides to bring a suit or take action, once Roche provides Suit Notice, Roche may immediately commence such suit or take such action. In the event that Roche (i) does not in writing advise FMI within the Decision Period that Roche will commence suit or take action, or (ii) fails to commence suit or take action within a reasonable time after providing Suit Notice, FMI shall thereafter have the right to commence suit or take action in the Territory and shall provide written notice Roche of any such suit commenced or action taken by FMI. Upon written request, the Party bringing suit or taking action (“Initiating Party”) shall keep the other Party informed of the status of any such suit or action and shall provide the other Party with copies, to the extent the Initiating Party is lawfully permitted to do so, of all material documents or communications filed in such suit or action. The Initiating Party shall have the sole and exclusive right to select counsel for any such suit or action. The Initiating Party shall, except as provided below, pay all expenses of the suit or action, including the Initiating Party’s attorneys’ fees and court costs. Any damages, settlement fees or other consideration received as a result of such suit or action shall be allocated as follows: (a) First, to reimburse the Initiating Party for its costs and, if any remains, to the other Party for any advisory counsel fees and costs; and (b) Second, the balance, if any, shall be allocated […***…]. 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 reasonable out-of-pocket expenses incurred by the other Party in rendering such assistance. The other Party Corixa shall have the right to participate and be represented in any such suit or action by its own counsel at its own expense. The Initiating Party may settle, consent judgment without Rhein’s consent, any legal action, or otherwise voluntarily dispose of part thereof, that relates solely to the suit or action (“Settlement”) without the written consent of the other Party but only if such Settlement can be achieved without adversely affecting the other Party (including any of its Patent Rights). If a Settlement could adversely affect the other Party, then the written consent of the other Party would be required, which consent shall not be unreasonably withheldLicensed Adjuvant.

Infringement. Each Party shall promptly provide written notice to the other Party during the Agreement Term of any (i) known infringement or suspected infringement by a Third Party of any FMI Background Patent Rights, FMI Foreground Patent Rights, Roche Background Patent Rights, Roche Foreground Patent Rights or Joint Patent Rights, or (ii) known or suspected unauthorized use or misappropriation by a Third Party of any FMI Background Know-How, FMI Know-How, Roche Background Know-How, Roche Know-How or Joint Know-How, and shall provide the other Party with all evidence in its possession supporting such infringement or unauthorized use or misappropriation. Within […***…] after a Party provides or receives such written notice (“Decision Period”), the Party Handling enforcement of such Patent Right as set forth in this Section 2.7, in its sole discretion, shall decide whether or not to initiate such suit or action in the Territory and shall notify the other Party in writing of its decision in writing (“Suit Notice”). For any FMI Background Patent Right or sole FMI Patent Right, FMI in its sole discretion shall decide whether or not to initiate such suit or action in the Territory. FMI shall have full discretion as to how it wishes to handle such suit and may reach Settlement under any terms and conditions it desires and retain all damages, settlement fees or other consideration received in connection therewith. Only if a Settlement could adversely affect Roche shall the written consent of Roche be required, which consent shall not be unreasonably withheld. The term “adversely affect” in the previous sentence shall include, among other things, […***…]. For any sole Roche Background Patent Right or Roche Patent Right, Roche, in its sole discretion, shall decide whether or not to initiate such suit or action in the Territory. Roche shall have full discretion as to how it wishes to handle such suit and may reach Settlement under any terms and conditions it desires and retain all damages, settlement fees or other consideration received in connection therewith. Only if a Settlement could adversely affect FMI shall the written consent of FMI be required, which consent shall not be unreasonably withheld. If for a Joint Patent Right, Roche decides to bring a suit or take action, once Roche provides Suit Notice, Roche may immediately commence such suit or take such action. In the event that Roche (i) does not in writing advise FMI within the Decision Period that Roche will commence suit or take action, or (ii) fails to commence suit or take action within a reasonable time after providing Suit Notice, FMI shall thereafter have the right to commence suit or take action in the Territory and shall provide written notice Roche of any such suit commenced or action taken by FMI. Upon written request, the Party bringing suit or taking action (“Initiating Party”) shall keep the other Party informed of the status of any such suit or action and shall provide the other Party with copies, to the extent the Initiating Party is lawfully permitted to do so, of all material documents or communications filed in such suit or action. The Initiating Party shall have the sole and exclusive right to select counsel for any such suit or action. The Initiating Party shall, except as provided below, pay all expenses of the suit or action, including the Initiating Party’s attorneys’ fees and court costs. Any damages, settlement fees or other consideration received as a result of such suit or action shall be allocated as follows: (a) FirstThe Vendor agrees that it shall defend, to reimburse the Initiating Party for its costs and------------ indemnify and hold harmless, if any remains, to the other Party for any advisory counsel fees and costs; and (b) Second, the balance, if any, shall be allocated […***…]. 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 reasonable out-of-pocket expenses incurred by the other Party in rendering such assistance. The other Party shall have the right to participate and be represented in any such suit or action by its own counsel at its own expense, all suits and claims against the Owner for infringement or violation of any patent, trademark, copyright, trade secret or other intellectual property rights of any third party enforceable in the United 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 Initiating Party may settleVendor agrees that it shall pay all sums, consent including without limitation, reasonable attorneys' fees and other costs incurred at Vendor's written request or authorization, which, in defense of, by final judgment or otherwise voluntarily dispose 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 infringement or violation, provided that 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 appeal 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 suit 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 (“Settlement”and in any event within twenty (20) without 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 other Party but only if Owner (which may not be unreasonably withheld), unless such Settlement can be achieved without adversely affecting compromise or settlement includes an unconditional release of any claims against the other Party (including any of its Patent Rights). If a Settlement could adversely affect the other Party, then the Owner in which event such written consent of the other Party would be required, which consent Owner shall not be unreasonably withheldrequired. 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 undertake, at the Vendor's cost and expense, the defense, compromise or settlement of such Claim on behalf of and for the account and risk of the Vendor. In the event the Owner assumes the defense of the Claim, the Owner will keep the Vendor reasonably informed of the progress of any such defense, compromise or settlement. The Vendor shall be 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 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. Each Party shall promptly provide written notice If Xxxxxxx has a reasonable basis to the other Party during the Agreement Term of any (i) known infringement or suspected infringement by believe that a Third Party is engaging in commercially significant infringement of any FMI Background Patent Rights, FMI Foreground Patent Rights, Roche Background Patent Rights, Roche Foreground Patent Rights or Joint Patent Rights, or (ii) known or suspected unauthorized use or misappropriation by a Third Party of Combination Product Trademark in any FMI Background Know-How, FMI Know-How, Roche Background Know-How, Roche Know-How or Joint Know-How, and shall provide the other Party with all evidence in its possession supporting such infringement or unauthorized use or misappropriation. Within […***…] after a Party provides or receives such written notice (“Decision Period”), the Party Handling enforcement of such Patent Right as set forth in this Section 2.7, in its sole discretion, shall decide whether or not to initiate such suit or action in the Territory and shall notify the other Party in writing of its decision in writing (“Suit Notice”). For any FMI Background Patent Right or sole FMI Patent Right, FMI in its sole discretion shall decide whether or not to initiate such suit or action country in the Territory, Xxxxxxx shall use commercially reasonable efforts to notify Gilead in writing and provide it with any evidence of such infringement that is reasonably available. FMI As between the Parties, Gilead shall have full discretion as to how it wishes to handle such suit the sole right and may reach Settlement under any terms and conditions it desires and retain all damagesoption, settlement fees or other consideration received in connection therewith. Only if a Settlement could adversely affect Roche shall the written consent of Roche be required, which consent shall not be unreasonably withheld. The term “adversely affect” in the previous sentence shall include, among other things, […***…]. For any sole Roche Background Patent Right or Roche Patent Right, Roche, in at its sole discretionexpense, shall decide whether to respond to any infringement or not potential infringement with respect to initiate such suit or action in the Territory. Roche shall have full discretion as to how it wishes to handle such suit and may reach Settlement under any terms and conditions it desires and retain all damagesCombination Product Trademark by appropriate steps, settlement fees or other consideration received in connection therewith. Only if a Settlement could adversely affect FMI shall the written consent of FMI be required, which consent shall not be unreasonably withheld. If for a Joint Patent Right, Roche decides to bring a suit or take action, once Roche provides Suit Notice, Roche may immediately commence such suit or take such action. In the event that Roche (i) does not in writing advise FMI within the Decision Period that Roche will commence suit or take action, or (ii) fails to commence suit or take action within a reasonable time after providing Suit Notice, FMI shall thereafter have the right to commence suit or take action in the Territory and shall provide written notice Roche of any such suit commenced or action taken by FMI. Upon written request, the Party bringing including filing an infringement suit or taking action (“Initiating Party”) other similar action, and with respect to any infringement or potential infringement with respect to any Combination Product Trademark in the Xxxxxxx Countries, shall keep the other Party informed of the status of notify Xxxxxxx of, and consult with Xxxxxxx from time to time regarding, any such suit or action and other action. Xxxxxxx shall provide the other Party with copies, to the extent the Initiating Party is lawfully permitted to do so, of all material documents or communications filed in such suit or action. The Initiating Party shall have the sole and exclusive right to select counsel for any such suit or action. The Initiating Party shall, except as provided below, pay all expenses of the suit or action, including the Initiating Party’s attorneys’ fees and court costs. Any damages, settlement fees or other consideration received as a result of such suit or action shall be allocated as follows: (a) First, to reimburse the Initiating Party for its costs and, if any remains, to the other Party for any advisory counsel fees and costs; and (b) Second, the balance, if any, shall be allocated […***…]. 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 commercially reasonable assistance to the Initiating Party in connection therewith Gilead or its designee, at no charge to the Initiating Party except Gilead’s expense for reimbursement of reasonable any out-of-pocket expenses, with respect to any enforcement activities with respect to the Combination Product Trademarks pursuant to this Section 14.6.3.2, including providing access to relevant documents and other evidence, making its employees available at reasonable business hours, and joining the action to the extent necessary to allow Gilead or its designee to maintain the action. Any amounts recovered pursuant to this Section 14.6.3.2, whether by settlement or judgment, shall first be used to reimburse the applicable Party(ies) for their costs and expenses incurred by in making such recovery. Any remaining recovery shall be allocated between the other Party in rendering such assistance. The other Party shall have Parties based on the right to participate and be represented in any such suit or action by its own counsel at its own expense. The Initiating Party may settle, consent judgment or otherwise voluntarily dispose proportion of the suit or action (“Settlement”) without the written consent Net Sales of the other applicable Combination Product to which each Party but only if is entitled hereunder (at the time at which the infringement occurred) with regard to the applicable country; provided, however, that any portion of such Settlement can remaining recovery that constitutes punitive or enhanced damages recovered by judgment (assuming that recoveries constituting punitive or enhanced damages are first applied to the foregoing costs and expenses) shall be achieved without adversely affecting the other Party (including any of its Patent Rights). If a Settlement could adversely affect the other Party, then the written consent of the other Party would be required, which consent shall not be unreasonably withheldretained by Gilead.

Infringement. Each 7.2.1 If either Party shall promptly provide written notice to the other Party during the Agreement Term becomes aware of any (i) known activity that such Party believes represents an infringement of the claims of Patents Controlled by either CombinatoRx or suspected infringement by a Third Party of any FMI Background Patent Rights, FMI Foreground Patent Rights, Roche Background Patent Rights, Roche Foreground Patent Rights Fovea relating to either Licensed Combinations or Joint Patent Rights, or (ii) known or suspected unauthorized use or misappropriation by a Third Party of any FMI Background Know-How, FMI Know-How, Roche Background Know-How, Roche Know-How or Joint Know-How, and shall provide the other Party with all evidence in its possession supporting such infringement or unauthorized use or misappropriation. Within […***…] after a Party provides or receives such written notice (“Decision Period”)Collaboration Combination, the Party Handling enforcement of obtaining such Patent Right as set forth in this Section 2.7, in its sole discretion, knowledge shall decide whether or not to initiate such suit or action in the Territory and shall notify promptly advise the other Party in writing of its decision in writing (“Suit Notice”)the potential infringement and of all relevant facts and circumstances known to such Party pertaining to the potential infringement. For any FMI Background Patent Right or sole FMI Patent Right, FMI in its sole discretion Fovea and CombinatoRx shall decide whether or not thereafter consult and cooperate fully to initiate such suit or action in the Territory. FMI shall have full discretion as to how it wishes to handle such suit and may reach Settlement under any terms and conditions it desires and retain all damages, settlement fees or other consideration received in connection therewith. Only if determine a Settlement could adversely affect Roche shall the written consent course of Roche be required, which consent shall not be unreasonably withheld. The term “adversely affect” in the previous sentence shall include, among other things, […***…]. For any sole Roche Background Patent Right or Roche Patent Right, Roche, in its sole discretion, shall decide whether or not to initiate such suit or action in the Territory. Roche shall have full discretion as to how it wishes to handle such suit and may reach Settlement under any terms and conditions it desires and retain all damages, settlement fees or other consideration received in connection therewith. Only if a Settlement could adversely affect FMI shall the written consent of FMI be required, which consent shall not be unreasonably withheld. If for a Joint Patent Right, Roche decides to bring a suit or take action, once Roche provides Suit Noticeincluding but not limited to, Roche may immediately commence such suit the commencement of legal action to terminate any infringement of the Patents Controlled by either CombinatoRx or take such action. In Fovea relating to either Licensed Combinations or the event that Roche (i) does not in writing advise FMI within Collaboration Combination, provided, however, that, 31 notwithstanding the Decision Period that Roche will commence suit or take action, or (ii) fails obligation of the Parties to commence suit or take action within a reasonable time after providing Suit Notice, FMI shall thereafter have the right to commence suit or take action in the Territory and shall provide written notice Roche of any such suit commenced or action taken consult as required by FMI. Upon written requestthis sentence, the Party bringing suit or taking action (“Initiating Party”) shall keep the other controlling prosecution pursuant to Article 6, and with respect to Fovea Collaboration Combination IP each Party informed of the status of any such suit or action and shall provide the other Party with copies, to the extent the Initiating Party is lawfully permitted to do so, of all material documents or communications filed in such suit or action. The Initiating Party shall have the sole and exclusive right to select counsel for any such suit or action. The Initiating Party shall, except as provided below, pay all expenses of the suit or action, including the Initiating Party’s attorneys’ fees and court costs. Any damages, settlement fees or other consideration received as a result of such suit or action shall be allocated as follows: (a) First, to reimburse the Initiating Party for its costs own Territory and, if any remains, to in the other Party for any advisory counsel fees and costs; and (b) SecondShared Territory, the balance, if any, Parties shall be allocated […***…]. If cooperate to determine 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 best course 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 reasonable out-of-pocket expenses incurred by the other Party in rendering such assistance. . 7.2.2 The other Prosecuting Party shall have the right to participate initiate and be represented in any prosecute such suit or action by its own counsel legal proceedings related to infringement at its own expense. The Initiating expense and in its name, and to control the defense of any declaratory judgment action relating to its Intellectual Property; provided that, no settlement shall be entered into by the Prosecuting 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 achieved without adversely affecting the other Party (including any of its Patent Rights). If a Settlement could adversely settlement would materially affect the other Party, then the written consent of ’s interests. Each Party shall reasonably cooperate with the other Party would 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 requiredpaid 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 Party 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, 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. 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 consent is intended as a reimbursement for sales lost as a result of such infringement shall not be unreasonably withheldtreated as Net Sales for purposes of this Agreement. 7.2.4 The costs and expenses (including attorneys’ fees) of any action against an infringement brought in accordance with this Section shall be borne by the Party controlling the infringement action, except for actions relating to Fovea Collaboration Combination IP in the Shared Territory, which costs and expenses shall be shared equally by the Parties, unless stated otherwise in this Article 7.

Infringement. (a) Each Party shall promptly provide written notice report in writing to the each other Party during the Agreement Term of this Agreement any (i) known infringement or suspected infringement by a Third Party of any FMI Background Patent Rights, FMI Foreground Patent Rights, Roche Background Patent Rights, Roche Foreground Patent Rights or Joint Patent Rights, or (ii) known or suspected unauthorized use or misappropriation of the Licensed Product by a Third Party third party of any FMI Background Know-How, FMI Know-How, Roche Background Know-How, Roche Know-How or Joint Know-Howwhich it becomes aware, and shall provide the each other Party with all available evidence in its possession supporting such said infringement, suspected infringement or unauthorized use or misappropriation. Within […***…] 30 days after a Party provides Licensor becomes, or receives such written notice (“Decision Period”)is made, aware of any of the Party Handling enforcement of such Patent Right as set forth in this Section 2.7foregoing, in its sole discretion, it shall decide whether or not to initiate such an infringement or other appropriate suit or action in the Territory and shall notify the other Party in writing advise Licensee of its decision in writing (“Suit Notice”)writing. For any FMI Background Patent Right The failure or sole FMI Patent Rightrefusal of Licensor to decide on a course of action within such 30-day period shall, FMI in its sole discretion shall decide whether or for purposes of this Agreement, be deemed a decision not to initiate such suit an infringement or action other appropriate suit. (b) Within sixty (60) days after Licensor becomes, or is made, aware of any unauthorized use or misappropriation of the Licensed Product by a third party, as provided in the Territory. FMI paragraph (a) above, and provided that Licensor shall have full discretion as advised Licensee of its decision to how it wishes to handle such file suit and may reach Settlement under any terms and conditions it desires and retain all damages, settlement fees or other consideration received in connection therewith. Only if a Settlement could adversely affect Roche shall the written consent of Roche be required, which consent shall not be unreasonably withheld. The term “adversely affect” in the previous sentence shall include, among other things, […***…]. For any sole Roche Background Patent Right or Roche Patent Right, Roche, in its sole discretion, shall decide whether or not to initiate such suit or action in the Territory. Roche shall have full discretion as to how it wishes to handle such suit and may reach Settlement under any terms and conditions it desires and retain all damages, settlement fees or other consideration received in connection therewith. Only if a Settlement could adversely affect FMI shall the written consent of FMI be required, which consent shall not be unreasonably withheld. If for a Joint Patent Right, Roche decides to bring a suit or take action, once Roche provides Suit Notice, Roche may immediately commence such suit or take such action. In the event that Roche (i) does not in writing advise FMI within the Decision Period that Roche will commence suit or take action30-day period provided in paragraph (a) above, or (ii) fails to commence suit or take action within a reasonable time after providing Suit Notice, FMI Licensor shall thereafter have the right to commence initiate an infringement or other appropriate suit or take action anywhere in the Territory world against such third party. Licensor shall provide Licensee with an opportunity to make suggestions and comments regarding such suit and shall provide written notice Roche promptly notify Licensee of any the commencement of such suit commenced or action taken by FMIsuit. Upon written request, the Party bringing suit or taking action (“Initiating Party”) Licensor shall keep the other Party Licensee promptly informed of of, and shall from time to time consult with Licensee regarding, the status of any such suit or action and shall provide the other Party Licensee with copies, to the extent the Initiating Party is lawfully permitted to do so, copies of all material documents or filed in, and all written communications filed in relating to, such suit or action. The Initiating Party suit. (c) Licensor shall have the sole and exclusive right to select counsel for any such suit or actionreferred to in paragraph (b) above who shall be reasonably acceptable to Licensee. The Initiating Party Licensor shall, except as provided below, pay all expenses of the suit or actionsuit, including the Initiating Party’s including, without limitation, attorneys’ fees and court costs. Licensee, in its sole discretion, may elect, within 60 days after the receipt by Licensee from Licensor of notice of the commencement of such litigation, to contribute to the costs incurred by Licensor in connection with such litigation in an amount not to exceed 50% of such costs. Any damages, settlement fees or other consideration for past unauthorized use or misappropriation of the Licensed Product received as a result of such suit or action litigation shall be allocated as follows: (a) First, to reimburse shared by Licensor and Licensee pro rata based on their respective sharing of the Initiating Party for its costs and, if any remains, to the other Party for any advisory counsel fees and costs; and (b) Second, the balance, if any, shall be allocated […***…]of such litigation. 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 Licensee shall join as a party to the suit or action 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. Licensee shall have the right to participate and be represented in any suit by its own counsel, at its own expense. Licensor shall not settle any such suit involving rights of Licensee without obtaining the prior written consent of Licensee, which consent shall not be unreasonably withheld. (d) In the event that Licensor does not inform Licensee of its intent to initiate an infringement or other appropriate suit within the 30-day period provided in paragraph (a) above, or does not initiate such an infringement or other appropriate action within the 60-day period provided in paragraph (b) above, Licensee shall have the right, at its expense, to initiate an infringement or other appropriate suit. In exercising its rights pursuant to this paragraph (d), Licensee shall have the sole and exclusive right to select counsel and shall pay all expenses of the suit, including without limitation, attorneys’ fees and court costs. If necessary, Licensor shall join as a party to the suit and shall participate only to the extent that such participation is required as a result of its being a named party to the suit or actionbeing the owner of the Licensed Product. At the Initiating PartyLicensee’s written request, the other Party Licensor shall offer reasonable assistance to the Initiating Party Licensee in connection therewith at no charge to the Initiating Party Licensee, except for reimbursement of reasonable out-of-pocket expenses incurred by the other Party in rendering such assistance. The other Party Without limiting the generality of the preceding sentence, Licensor shall cooperate fully, in order to enable Licensee to institute any action hereunder. Licensor shall have the right to participate and be represented in any such suit or action by its own counsel 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 achieved without adversely affecting the other Party (including any of its Patent Rights). If a Settlement could adversely affect the other Party, then the written consent of the other Party would be required, which consent shall not be unreasonably withheld.

Infringement. (a) Each Party of Licensee and Licensor shall promptly provide written notice to notify the other Party during the Agreement Term party in writing of any use by any third party of a trade name or trademark which might amount to infringement of the Licensed Xxxx that come to its attention. (ib) known infringement or suspected infringement by a Third Party of any FMI Background Patent Rights, FMI Foreground Patent Rights, Roche Background Patent Rights, Roche Foreground Patent Rights or Joint Patent Rights, or (ii) known or suspected unauthorized use or misappropriation by a Third Party of any FMI Background Know-How, FMI Know-How, Roche Background Know-How, Roche Know-How or Joint Know-How, and shall provide the other Party with all evidence in its possession supporting such infringement or unauthorized use or misappropriation. Within […***…] after a Party provides or receives such written notice (“Decision Period”), the Party Handling enforcement of such Patent Right as set forth in this Section 2.7Licensor may, in its sole discretion, take proceedings in relation to any alleged infringement of any Licensed Xxxx. Each party shall decide whether render all reasonable assistance to the other in connection with any such proceeding. (c) In the event that Licensee reasonably considers that any infringement or not to initiate such suit or action alleged infringement of the Licensed Xxxx in the Territory is causing detriment to its business and shall notify Licensor declines after reasonable notice to promptly take proceedings in relation thereto, Licensee may file actions, proceedings or suits against any third party in respect of such infringement or alleged infringement in the other Party in writing Territory after first giving Licensor reasonable notice of its decision in writing (“Suit Notice”)intention to do so. For any FMI Background Patent Right or sole FMI Patent RightLicensor shall, FMI in its sole discretion shall decide whether or not at Licensee's request, render all reasonable assistance to initiate such suit or action in the Territory. FMI shall have full discretion as to how it wishes to handle such suit and may reach Settlement under any terms and conditions it desires and retain all damages, settlement fees or other consideration received Licensee in connection therewith. Only , and take such action as may be necessary to enable Licensee to pursue the proceedings, including, if necessary, the grant of an appropriate power of attorney with full power of substitution or consenting to join in any such action as a Settlement could adversely affect Roche party plaintiff. (d) Neither party shall enter into any settlement or consent to any judgment with respect to an infringement without the written consent of Roche be requiredthe other party, which consent shall not be unreasonably withheldwithheld or delayed. The term “adversely affect” in party initiating such infringement action and prosecution shall bear all expenses incurred and shall receive all the previous sentence shall include, among other things, […***…]. For any sole Roche Background Patent Right or Roche Patent Right, Roche, in its sole discretion, shall decide whether or not to initiate such suit or action in the Territory. Roche shall have full discretion as to how it wishes to handle such suit and may reach Settlement under any terms and conditions it desires and retain all damages, settlement fees or other consideration received proceeds (if any) recovered in connection therewith. Only if a Settlement could adversely affect FMI shall the written consent of FMI be required, which consent shall not be unreasonably withheld. If for a Joint Patent Right, Roche decides to bring a suit or take with such action, once Roche provides Suit Notice, Roche may immediately commence such suit or take such action. In the event that Roche (i) does not in writing advise FMI within the Decision Period that Roche will commence suit or take action, or (ii) fails to commence suit or take action within a reasonable time after providing Suit Notice, FMI shall thereafter have the right to commence suit or take action in the Territory and shall provide written notice Roche of any such suit commenced or action taken by FMI. Upon written request, the Party bringing suit or taking action (“Initiating Party”) shall keep the other Party informed of the status of any such suit or action and shall provide the other Party with copies, to the extent the Initiating Party is lawfully permitted to do so, reimbursement of all material documents or communications filed in such suit or action. The Initiating Party shall have the sole and exclusive right to select counsel for any such suit or action. The Initiating Party shall, except as provided below, pay all expenses of the suit or action, including the Initiating Party’s attorneys’ fees and court costs. Any damages, settlement fees or other consideration received as a result of such suit or action shall be allocated as follows: (a) First, to reimburse the Initiating Party for its costs and, if any remains, to the other Party for any advisory counsel fees and costs; and (b) Second, the balance, if any, shall be allocated […***…]. 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 reasonable out-of-pocket expenses incurred of each party. If such expenses (including attorneys' fees) exceed the amount of the proceeds recovered in connection with such action, then such reimbursement shall be made pro rata (based on the out-of-pocket expenses of each party). (e) If either Licensee or Licensor becomes aware of any claim by any third party that the use of any of the Licensed Xxxx in connection with the sale of Products hereunder infringes the right of any third party, it shall promptly notify the other Party party in rendering such assistancewriting. The other Party provisions of Sections 14(b), (c) and (d) shall have apply to the right to participate and be represented in any such suit or action by its own counsel at its own expense. The Initiating Party may settle, consent judgment or otherwise voluntarily dispose conduct of the suit or action (“Settlement”) without defense of such claim in the written consent same manner as to an infringement; PROVIDED, HOWEVER, that each party may, pending the other party's decision to defend such a claim, act in a manner not prejudicial to the other party's interest in preserving the validity of ownership of the Licensed Xxxx, to protect its individual position. (f) Licensor and Licensee shall, before taking any action pursuant to Section 14(b), (c) or (e), consult each other Party but only if such Settlement can as to the appropriate steps in proceedings and by which party these should be achieved taken; PROVIDED, HOWEVER, that this is without adversely affecting prejudice to the rights of the parties under Section 14(b), (c) or (d). (g) If any infringement action involving the Licensed Xxxx or the Licensed Technology is in existence on the date of the termination or expiration of this Agreement, each party shall render all reasonable assistance required to be given pursuant to this Section 14 to the other Party (including any party in connection therewith. This Section 14(g) shall survive the termination or expiration of its Patent Rights). If a Settlement could adversely affect the other Party, then the written consent of the other Party would be required, which consent shall not be unreasonably withheldthis Agreement.

Infringement. Each Party 7.1 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 promptly provide have supplied GENERAL with written evidence demonstrating to GENERAL's reasonable satisfaction prima facie infringement of a claim of a PATENT RIGHT by a third party, COMPANY may by notice request GENERAL to take steps to protect the PATENT RIGHT. GENERAL shall notify COMPANY within three (3) months of the receipt of such notice whether GENERAL intends to prosecute the alleged infringement. If GENERAL notifies COMPANY that it intends to so prosecute, GENERAL shall, within three (three) months of its notice to the other Party during the Agreement Term of any COMPANY either (i) known cause infringement or suspected infringement by a Third Party of any FMI Background Patent Rights, FMI Foreground Patent Rights, Roche Background Patent Rights, Roche Foreground Patent Rights or Joint Patent Rights, to terminate or (ii) known initiate legal proceedings against the infringer. In the event GENERAL notifies COMPANY that GENERAL does not intend to prosecute said Infringement COMPANY may, upon notice to GENERAL, initiate legal proceedings against the infringer at COMPANY's expense and in GENERAL's name if so required by law. No settlement, consent judgment or suspected unauthorized use other voluntary final disposition of the suit which invalidates or misappropriation by a Third Party of any FMI Background Know-How, FMI Know-How, Roche Background Know-How, Roche Know-How or Joint Know-How, and shall provide restricts the other Party with all evidence in its possession supporting such infringement or unauthorized use or misappropriation. Within […***…] after a Party provides or receives such written notice (“Decision Period”), the Party Handling enforcement claims of such Patent Right as set forth in this Section 2.7, in its sole discretion, shall decide whether or not to initiate such suit or action in PATENT RIGHTS may be entered into without the Territory and shall notify the other Party in writing of its decision in writing (“Suit Notice”). For any FMI Background Patent Right or sole FMI Patent Right, FMI in its sole discretion shall decide whether or not to initiate such suit or action in the Territory. FMI shall have full discretion as to how it wishes to handle such suit and may reach Settlement under any terms and conditions it desires and retain all damages, settlement fees or other consideration received in connection therewith. Only if a Settlement could adversely affect Roche shall the written consent of Roche be requiredGENERAL, which consent shall not be unreasonably unreasonable withheld. The term “adversely affect” COMPANY shall indemnify GENERAL against any order for payment that may be made against GENERAL in the previous sentence shall include, among other things, […***…]. For any sole Roche Background Patent Right or Roche Patent Right, Roche, in its sole discretion, shall decide whether or not to initiate such suit or action in the Territory. Roche shall have full discretion as to how it wishes to handle such suit and may reach Settlement under any terms and conditions it desires and retain all damages, settlement fees or other consideration received in connection therewith. Only if a Settlement could adversely affect FMI shall the written consent of FMI be required, which consent shall not be unreasonably withheld. If for a Joint Patent Right, Roche decides to bring a suit or take action, once Roche provides Suit Notice, Roche may immediately commence such suit or take such action. proceedings. 7.3 In the event one party shall initiate or carry on legal proceedings to enforce any PATENT RIGHT against any alleged infringer, the other party shall fully cooperate with and supply all assistance reasonably requested 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 Roche (i) does not in writing advise FMI within the Decision Period that Roche will commence suit or take action, or (ii) fails to commence suit or take action within a reasonable time after providing Suit Notice, FMI shall thereafter have the right to commence suit or take action in the Territory and shall provide written notice Roche of any bear the reasonable expenses (excluding legal fees) incurred by said other party in providing such suit commenced assistance and cooperation as is requested pursuant to this paragraph. The party initiating or action taken by FMI. Upon written request, the Party bringing suit or taking action (“Initiating Party”) carrying on such legal proceedings shall keep the other Party party informed of the status progress of any such suit or action proceedings and said other party shall provide the other Party with copies, be entitled to the extent the Initiating Party is lawfully permitted to do so, of all material documents or communications filed counsel in such suit or action. The Initiating Party shall have the sole and exclusive right to select counsel for any such suit or action. The Initiating Party shall, except as provided below, pay all expenses of the suit or action, including the Initiating Party’s attorneys’ fees and court costs. Any damages, settlement fees or other consideration received as a result of such suit or action shall be allocated as follows: (a) First, to reimburse the Initiating Party for its costs and, if any remains, to the other Party for any advisory counsel fees and costs; and (b) Second, the balance, if any, shall be allocated […***…]. 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 proceedings 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 reasonable out-of-pocket expenses incurred by the other Party in rendering such assistance. The other Party shall have the right to participate and be represented in any such suit or action by its own counsel at its own expense. The Initiating Party may settle, consent judgment Any award paid by third parties as the result of such proceedings (whether by way of settlement or otherwise voluntarily dispose otherwise) shall first be applied to reimbursement of the suit or action (“Settlement”) without unreimbursed legal fees and expenses incurred by either party and then the written consent remainder shall be divided between the parties as follows: [* * *] 7.4 For the purpose of the proceedings referred to in this Article 7, the GENERAL and COMPANY shall permit the use of their names and shall execute such documents and carry out such other Party but only if acts as may be necessary. The party initiating or carrying on such Settlement can be achieved without adversely affecting legal proceedings shall keep the other Party (including any of its Patent Rights). If a Settlement could adversely affect the other Party, then the written consent party informed of the progress of such proceedings and said other Party would party shall be requiredentitled to counsel in such proceedings but at its own expense, which consent shall not said expenses to be unreasonably withheldoff-set against any damages received by the party bringing suit in accordance with the foregoing paragraph 7.3.

Infringement. (a) Each Party shall promptly provide written notice report in writing to the each other Party during the term of this Agreement Term of any any: (i) known infringement or suspected infringement by a Third Party of any FMI Background Patent Rights, FMI Foreground Patent Rights, Roche Background Patent Rights, Roche Foreground of the Lab Inventor Patent Rights or Joint Patent Rights, in the Field; or (ii) known or suspected unauthorized use or misappropriation of the Lab Inventor Technology Rights in the Field by a Third Party third party of any FMI Background Know-How, FMI Know-How, Roche Background Know-How, Roche Know-How or Joint Know-Howwhich it becomes aware, and shall provide the each other Party with all available evidence in its possession supporting such said infringement, suspected infringement or unauthorized use or misappropriation. Within […***…] 30 days after a Party provides Lab Inventor becomes, or receives such written notice (“Decision Period”)is made, aware of any of the Party Handling enforcement of such Patent Right as set forth in this Section 2.7foregoing, in its sole discretion, it shall decide whether or not to initiate such an infringement or other appropriate suit or action in the Territory and shall notify the other Party in writing advise Drug of its decision in writing (“Suit Notice”)writing. For any FMI Background Patent Right or sole FMI Patent Right, FMI in its sole discretion The inability of Lab Inventor to decide on a course of action within such 30 day period shall decide whether or for purposes of this Agreement be deemed a decision not to initiate such suit an infringement or action other appropriate suit. (b) Within sixty (60) days after Lab Inventor becomes, or is made, aware of any infringement, suspected infringement or unauthorized use or misappropriation by a third party in the Territory. FMI Field, as provided in paragraph (a) above, and provided that Lab Inventor shall have full discretion as advised Drug of its decision to how it wishes to handle such file suit and may reach Settlement under any terms and conditions it desires and retain all damages, settlement fees or other consideration received in connection therewith. Only if a Settlement could adversely affect Roche shall the written consent of Roche be required, which consent shall not be unreasonably withheld. The term “adversely affect” in the previous sentence shall include, among other things, […***…]. For any sole Roche Background Patent Right or Roche Patent Right, Roche, in its sole discretion, shall decide whether or not to initiate such suit or action in the Territory. Roche shall have full discretion as to how it wishes to handle such suit and may reach Settlement under any terms and conditions it desires and retain all damages, settlement fees or other consideration received in connection therewith. Only if a Settlement could adversely affect FMI shall the written consent of FMI be required, which consent shall not be unreasonably withheld. If for a Joint Patent Right, Roche decides to bring a suit or take action, once Roche provides Suit Notice, Roche may immediately commence such suit or take such action. In the event that Roche (i) does not in writing advise FMI within the Decision Period that Roche will commence suit or take action30 day period provided in paragraph (a) above, or (ii) fails to commence suit or take action within a reasonable time after providing Suit Notice, FMI Lab Inventor shall thereafter have the right to commence initiate an infringement or other appropriate suit or take action anywhere in the Territory world against such third party. Lab Inventor shall provide Drug with an opportunity to make suggestions and comments regarding such suit and shall provide written notice Roche promptly notify Drug of any the commencement of such suit commenced or action taken by FMIsuit. Upon written request, the Party bringing suit or taking action (“Initiating Party”) Lab Inventor shall keep the other Party Drug promptly informed of of, and shall from time to time consult with Drug regarding, the status of any such suit or action and shall provide the other Party Drug with copies, to the extent the Initiating Party is lawfully permitted to do so, copies of all material documents or filed in, and all written communications filed in relating to, such suit or action. The Initiating Party suit. (c) Lab Inventor shall have the sole and exclusive right to select counsel for any such suit or actionreferred to in paragraph (b) above who shall be reasonably acceptable to Drug. The Initiating Party Lab Inventor shall, except as provided below, pay all expenses of the suit or actionsuit, including the Initiating Party’s including, without limitation, attorneys’ ' fees and court costs. Drug, in its sole discretion, may elect, within 60 days after the receipt by Drug from Lab Inventor of notice of the commencement of such litigation, to contribute to the costs incurred by Lab Inventor 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 suit or action litigation shall be allocated as follows: (a) First, to reimburse shared by Lab Inventor and Drug pro rata based on their respective sharing of the Initiating Party for its costs and, if any remains, to the other Party for any advisory counsel fees and costs; and (b) Second, the balance, if any, shall be allocated […***…]of such litigation. 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 Drug shall join 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 being a named party to the suit. Drug shall have the right to participate and be represented in any suit by its own counsel at its own expense. Lab Inventor shall not settle any such suit involving rights of Drug without obtaining the prior written consent of Drug, which consent shall not be unreasonably withheld. (d) In the event that Lab Inventor does not inform Drug of its intent to initiate an infringement or other appropriate suit within the 30-day period provided in paragraph (a) above, or does not initiate such an infringement other appropriate action within the 60-day period provided in paragraph (b) above, Drug shall have the right, at its expense, to initiate an infringement or other appropriate suit. In exercising its rights pursuant to this paragraph (d), Drug shall have the sole and exclusive right to select counsel and shall pay all expenses of the suit including without limitation attorneys' fees and court costs. If necessary, Lab Inventor shall join as a party to the suit and shall participate only to the extent that such participation is required as a result of its being a named party to the suit or actionbeing the holder of any patent at issue or being the owner of any Lab Inventor Technology Rights at issue. At the Initiating Party’s written Drug's request, the other Party Lab Inventor shall offer reasonable assistance to the Initiating Party Drug in connection therewith at no charge to the Initiating Party Drug except for reimbursement of reasonable out-of-pocket expenses incurred by the other Party in rendering such assistance. The other Party Without limiting the generality of the preceding sentence, Lab Inventor shall cooperate fully in order to enable Drug to institute any action hereunder. Lab Inventor shall have the right to participate and be represented in any such 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 achieved without adversely affecting the other Party (including any of its Patent Rights). If a Settlement could adversely affect the other Party, then the written consent of the other Party would be required, which consent shall not be unreasonably withheld.

Infringement. 10.1 Each Party shall promptly provide written immediately give notice to the other Party during if any member of the Agreement Term Trust, the PTC Group or their Staff become aware of: (a) any infringement of the Background Intellectual Property or Programme Intellectual Property; or (b) any claim by a Third Party that an action carried out under the Programme infringes the Intellectual Property or other rights of any (i) known Third Party. 10.2 In respect of any Background Intellectual Property or Programme Intellectual Property, where any infringement or suspected infringement arises, or a claim by a Third Party alleging infringement of any FMI Background Patent Rightsthat Third Party’s Intellectual Property or other rights arises, FMI Foreground Patent Rightsthen: (a) As soon as possible after receiving the notice required by Clause 10.1, Roche Background Patent Rightsthe Parties will convene a meeting of the IPMG at which the IPMG shall discuss in good faith all available evidence with respect to the matters underlying the notice, Roche Foreground Patent Rights and the appropriate manner of addressing such matters, including preventing or Joint Patent Rightsstopping infringing activities (for example, by seeking a preliminary injunction), preserving the Parties’ rights to past and future damages (for example, by sending a cease and desist letter) defending against declaratory judgment actions with respect thereto, or (ii) known taking any other actions, or suspected unauthorized use or misappropriation by a Third Party of any FMI Background Know-Howno actions, FMI Know-Howas the Parties shall determine. The IPMG shall take into account each Party’s interest in formulating the response, Roche Background Know-Howif any, Roche Know-How or Joint Know-How, and shall provide the other Party with all evidence in its possession supporting such to infringement or unauthorized use threatened infringement of such Background Intellectual Property or misappropriation. Within […***…] after Programme Intellectual Property, including the relative merits of patent litigation versus the nature, scope and potential economic consequences of the Infringement. (b) Unless otherwise determined by the IPMG as part of its consideration of an overall patent strategy, or pursuant to its evaluation of a Party provides or receives such written notice (“Decision Period”pursuant to Clause 10.2(a), the Party Handling enforcement of such Patent Right as set forth in this Section 2.7, in its sole discretion, shall decide whether or not to initiate such suit or action in the Territory and shall notify the other Party in writing of its decision in writing (“Suit Notice”). For any FMI Background Patent Right or sole FMI Patent Right, FMI in its sole discretion shall decide whether or not to initiate such suit or action in the Territory. FMI shall have full discretion as to how it wishes to handle such suit and may reach Settlement under any terms and conditions it desires and retain all damages, settlement fees or other consideration received in connection therewith. Only if a Settlement could adversely affect Roche shall member of the written consent PTC Group (or any licensee of Roche be required, which consent shall a member of the PTC Group) is exploiting the relevant Programme Intellectual Property but PTC notifies the Trust that it does not be unreasonably withheld. The term “adversely affect” in the previous sentence shall include, among other things, […***…]. For any sole Roche Background Patent Right or Roche Patent Right, Roche, in its sole discretion, shall decide whether or not intend to initiate such suit or action in the Territory. Roche shall have full discretion as to how it wishes to handle such suit and may reach Settlement under any terms and conditions it desires and retain all damages, settlement fees or other consideration received in connection therewith. Only if a Settlement could adversely affect FMI shall the written consent of FMI be required, which consent shall not be unreasonably withheld. If for a Joint Patent Right, Roche decides to bring a suit or take action, once Roche provides Suit Notice, Roche may immediately commence such suit or take such action, the Trust, at its discretion and cost may take such action as it shall consider to be necessary or appropriate to bring or defend an action on behalf of the relevant member of the PTC Group or licensee thereof and PTC shall (and shall procure that relevant members of the PTC Group shall) provide all reasonable assistance to Trust as the Trust may request (at the Trust’s cost); and (c) Unless otherwise determined by the IPMG as part of its consideration of an overall patent strategy, or pursuant to its evaluation of a notice pursuant to Clause 10.2(a), if the Trust (or any licensee of the Trust) is exploiting the relevant Programme Intellectual Property following exercise of its rights pursuant to Clause 12, the Trust may take such action as it shall consider to be necessary or appropriate at its discretion and expense to bring or defend an action on behalf of the relevant member of the PTC Group. PTC shall (and PTC shall procure that the relevant member of the PTC Group shall) give the Trust all reasonable assistance as the Trust may request (at the Trust’s cost) in relation to such action, including granting the Trust the right to bring such action in PTC’s name. 10.3 In the event that Roche (i) does not in writing advise FMI within any enforcement or defence action whether by a member of the Decision Period that Roche will commence suit or take action, or (ii) fails to commence suit or take action within a reasonable time after providing Suit Notice, FMI shall thereafter have PTC Group and/or the right to commence suit or take action Trust results in the Territory recovery of legal costs and/or an award of damages, such sums shall be distributed in accordance with the following the following order of priority: (a) first, to reimburse each Party for all litigation costs in connection with such proceeding paid by that Party and shall provide written notice Roche of any such suit commenced or action taken by FMI. Upon written request, the Party bringing suit or taking action not otherwise recovered (“Initiating on a pro rata basis based on each Party”) shall keep the other Party informed of the status of any such suit or action and shall provide the other Party with copies’s respective litigation costs, to the extent the Initiating recovery was less than all such litigation costs); and (b) second, [**] percent ([**]%) to the enforcing Party is lawfully permitted and [**] percent ([**]%) to do so, of all material documents or communications filed in such suit or action. The Initiating Party shall have the sole and exclusive right to select counsel for any such suit or action. The Initiating Party shallnon-enforcing Party. 10.4 Notwithstanding the above, except as provided belowmay be agreed otherwise by the Parties following good-faith discussions, pay all expenses of the suit no Party shall enforce their rights under any Programme Intellectual Property for infringement or action, including the Initiating Party’s attorneys’ fees and court costs. Any damages, settlement fees or other consideration received as a result of such suit or action shall be allocated as followspotential infringement by: (a) First, to reimburse the Initiating Party any organisation operating on a Not for its costs and, if Profit Basis or any remains, to the other Party for any advisory counsel fees and costscharitable organisation which is conducting non- commercially sponsored research; andand/or (b) Second, the balance, if any, shall be allocated […***…]. If the Initiating Party believes it is reasonably necessary any person carrying out non-commercially sponsored research on behalf of any organisation operating on a Not for Profit basis 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 reasonable out-of-pocket expenses incurred by the other Party in rendering such assistance. The other Party shall have the right to participate and be represented in any such suit or action 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 achieved without adversely affecting the other Party (including any of its Patent Rights). If a Settlement could adversely affect the other Party, then the written consent of the other Party would be required, which consent shall not be unreasonably withheldcharitable organisation.

Infringement. Each Party shall promptly provide written notice (a) If the Licensor or the Licensee becomes aware of any infringement of any patent issued with respect to the Technology, such party shall immediately notify the other Party during party, in writing, of the Agreement Term details of such infringement. If any (i) known such patent is infringed within the United States, the Licensee may, at its own expense, prosecute any action necessary to protect the- rights of each of the parties to this Agreement. If the Licensee elects not to prosecute such action, this license shall terminate unless this requirement is waived by the Licensor in writing. If the patent licensed hereunder is infringed in a foreign country, and such infringement or suspected infringement by is "substantial," the Licensee may, at its own expense, prosecute any action necessary to proteet the rights of each of the parties to this Agreement. If the Licensee elects not to prosecute such action, the Licensee's exclusive license to manufacture, use, sell and sublicense in such country shall terminate. For purposes of this paragraph, an infrinqement within a Third Party of any FMI Background Patent Rights, FMI Foreground Patent Rights, Roche Background Patent Rights, Roche Foreground Patent Rights or Joint Patent Rightsforeign country will be deemed to be "substantial" if the Licensee, or (ii) known or suspected unauthorized use or misappropriation by its sublicensee, experiences more than a Third Party 25% reduction in sales in such country after introduction in the market in such country of the infringing product. If the Licensee elects to prosecute an infringement upon any FMI Background Know-Howpatent covering the Technology and its improvements, FMI Know-Howthe Licensee shall be responsible for all costs, Roche Background Know-How, Roche Know-How or Joint Know-Howexpenses and judgments associated therewith, and shall provide the other Party with all evidence in its possession supporting such infringement be solely entitled to any monetary award or unauthorized use or misappropriation. Within […***…] after a Party provides or receives such written notice (“Decision Period”), the Party Handling enforcement of such Patent Right as set forth in this Section 2.7, in its sole discretion, shall decide whether or not to initiate such suit or action in the Territory and shall notify the other Party in writing of its decision in writing (“Suit Notice”). For any FMI Background Patent Right or sole FMI Patent Right, FMI in its sole discretion shall decide whether or not to initiate such suit or action in the Territory. FMI shall have full discretion as to how it wishes to handle such suit and may reach Settlement under any terms and conditions it desires and retain all damages, settlement fees or other consideration received in connection therewith. Only if a Settlement could adversely affect Roche shall the written consent of Roche be required, which consent shall not be unreasonably withheld. The term “adversely affect” in the previous sentence shall include, among other things, […***…]. For any sole Roche Background Patent Right or Roche Patent Right, Roche, in its sole discretion, shall decide whether or not to initiate such suit or action in the Territory. Roche shall have full discretion as to how it wishes to handle such suit and may reach Settlement under any terms and conditions it desires and retain all damages, settlement fees or other consideration received in connection therewith. Only if a Settlement could adversely affect FMI shall the written consent of FMI be required, which consent shall not be unreasonably withheld. If for a Joint Patent Right, Roche decides to bring a suit or take action, once Roche provides Suit Notice, Roche may immediately commence such suit or take such action. In the event that Roche (i) does not in writing advise FMI within the Decision Period that Roche will commence suit or take action, or (ii) fails to commence suit or take action within a reasonable time after providing Suit Notice, FMI shall thereafter have the right to commence suit or take action in the Territory and shall provide written notice Roche of any such suit commenced or action taken by FMI. Upon written request, the Party bringing suit or taking action (“Initiating Party”) shall keep the other Party informed of the status of any such suit or action and shall provide the other Party with copies, to the extent the Initiating Party is lawfully permitted to do so, of all material documents or communications filed in such suit or action. The Initiating Party shall have the sole and exclusive right to select counsel for any such suit or action. The Initiating Party shall, except as provided below, pay all expenses of the suit or action, including the Initiating Party’s attorneys’ fees and court costs. Any damages, settlement fees or other consideration received as a result of such suit or action shall be allocated as follows: (a) First, to reimburse the Initiating Party for its costs and, if any remains, to the other Party for any advisory counsel fees and costs; andjudgment resulting therefrom. (b) SecondShould any action be commenced against the Licensor or the Licensee, by the filing of a Complaint which alleges that the Technology, or any of its improvements included within the scope of the license granted hereunder, infringes the claims of any letters patent, the balanceLicensee shall have the option of defending such action at its own cost and expense, if any, and the Licensor shall be allocated […***…]. cooperate fully with such defense. (c) If the Initiating Party believes it Licensor is reasonably necessary compelled in any suit which the Licensee may institute or desirable defend to obtain an effective remedy, upon written request join the other Party agrees to be joined Licensor as a party to the suit plaintiff 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 reasonable out-of-pocket expenses incurred by the other Party in rendering such assistance. The other Party shall have the right to participate and be represented in any such suit or action 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 achieved without adversely affecting the other Party (including any of its Patent Rights). If a Settlement could adversely affect the other Partydefendant, then the written consent of the other Party would be required, which consent Licensor shall not be unreasonably withheldchargeable for any costs or expenses, except its attorneys' fees should he elect separate representation, except as otherwise specifically provided herein. In connection with such suits, the Licensor shall execute all documents necessary or desirable, and the Licensor shall testify in any suit when requested to do so by the Licensee.