Common use of Infringement Clause in Contracts

Infringement. 9.1 Licensee will notify Licensors in writing of any suspected infringement of the Licensed Patents in the Field of Use, and each Party will inform the other of any evidence of such suspected infringement within a reasonable time of obtaining such evidence. 9.2 Licensors will have the right during the term of this Agreement to institute, prosecute, and settle at its own expense suits for infringement of the Licensed Patents for any infringement occurring within the Field of Use, and if required by law, Licensee will join as party plaintiff in such suit. Where such suit is brought by Licensors, Licensors will be entitled to retain all damages and any other consideration recovered at successful conclusion of the suit, after having reimbursed the Licensors and the Licensee for any cost incurred in such suit (including compensation for the time and expenses of any Licensee’s personnel involved in the suit), such reimbursement being made on a prorated basis in the event such damages and other consideration are not sufficient to cover the costs incurred by both the Licensors and the Licensee. 9.3 In the event Licensors decides not to bring any such suit, Licensors will so notify Licensee and Licensee may bring such suit provided that (1) there are no other licensees of any of the Licensed Patents and (2) Licensors has not commenced suit for enforcement of the Licensed Patents pursuant to 9.4 below. Settlement of any suit brought by Licensee will require the consent of Licensors and Licensee, which neither will unreasonably withhold from the other, and any settlement amount or recovery for damages will be applied as follows: (i) first, to reimburse the Parties for their expenses in connection with the litigation, including compensation for the time and expenses of any Licensors and Licensee’s personnel involved in the suit in accordance with an agreement entered into between the Parties before such suit is brought, and (ii) second, the Parties will share any monies remaining in accordance with an agreement entered into between the Parties before such suit is brought. 9.4 Licensors will have the right in its absolute discretion during the Term of this Agreement to commence suits for infringement of the Licensed Patents for any infringement outside the Field of Use. 9.5 Notwithstanding the pendency of any infringement or other claim or action by or against Licensee, Licensee will have no right to reduce, terminate, suspend or escrow payment of any amounts required to be paid to Licensors pursuant to this Agreement. * Confidential treatment requested UT-B #PLA 1562 and UC-A #IPA 0749 RRS/MTF

Infringement. 9.1 Licensee will notify Licensors 7.1 MediCept and Phenome shall each inform the other promptly in writing of any suspected alleged infringement by a third party of the Licensed Patents Patent Rights in the Field of Use, Use and each Party will inform the other of any available evidence of such suspected infringement within a reasonable time of obtaining such evidencethereof. 9.2 Licensors will have the right during 7.2 During the term of this Agreement Agreement, MediCept shall have the right, but shall not be obligated, to institute, prosecute, and settle prosecute at its own expense suits for any infringement of the Licensed Patents for any infringement occurring within the Field of Use, and if required Patent Rights by law, Licensee will join a third party. Phenome hereby agrees that MediCept may include Phenome as a party plaintiff in such suit. Where such suit is brought by Licensors, Licensors will be entitled to retain all damages and any other consideration recovered at successful conclusion of the suit, after having reimbursed the Licensors and the Licensee for any cost incurred in such suit (including compensation for the time and expenses of any Licensee’s personnel involved in the suit), such reimbursement being made on a prorated basis in the event such damages and other consideration are not sufficient to cover the costs incurred by both the Licensors and the Licensee. 9.3 In the event Licensors decides not to bring any such suit, Licensors will so without expense to Phenome. MediCept shall have the obligation at its expense to defend any claim of a third party that any Licensed Product, or MediCept's activities pursuant to this Agreement, infringe the third party's intellectual property rights. The total cost of any infringement action commenced or defended solely by MediCept shall be borne by MediCept, subject to MediCept's right to withhold a portion of the royalties during such action as set forth in Section 7.4. MediCept shall keep any recovery or damages for past infringement derived therefrom, subject to its obligation to reimburse Phenome for any payments withheld and applied pursuant to Section 7.4. Phenome agrees to reasonably cooperate in any such suit. 7.3 If within ninety (90) days after having been notified of any alleged infringement, MediCept 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 MediCept shall notify Licensee Phenome at any time prior thereto of its intention not to bring suit against any alleged infringer then, in those events, (i) MediCept shall have the right to pay Phenome royalties at [**] percent ([**]%) of the royalty rate otherwise due in any country where significant infringing sales are made (i.e., [**] percent ([**]%) or more of total sales of Licensed Products in the Field of Use by parties other than MediCept or Phenome); and Licensee (ii) Phenome may bring elect to prosecute at its own expense the alleged infringement of the Patent Rights. If it elects to prosecute such infringement, Phenome may use the name of MediCept as party plaintiff. No settlement, consent judgment or other voluntary final disposition of the suit may be entered into without the consent of MediCept, which consent shall not be unreasonably withheld. Phenome shall indemnify MediCept against any order for costs that may be made against MediCept in such proceedings. 7.4 In the event MediCept shall undertake solely the enforcement and/or defense of the Patent Rights by litigation, MediCept may withhold up to [**] percent ([**]%) of the payments otherwise thereafter due to Phenome under Article IV above, and apply the same toward defraying up to [**] percent ([**]%) of MediCept's expenses, including reasonable attorney's fees, in connection with such litigation. Any recovery of damages by MediCept for each such suit provided shall be applied first in satisfaction of any unreimbursed expenses and legal fees of MediCept relating to such suit and next toward reimbursement of Phenome for any payments under Article IV past due or withheld and applied pursuant to this Section 7.4. The balance remaining from any such recovery shall be retained by MediCept. 7.5 In the event that (1) there are no other licensees a declaratory judgment action alleging invalidity or noninfringement of any of the Licensed Patents Patent Rights shall be brought against MediCept, Phenome, at its option, shall have the right, within thirty (30) days after commencement of such action, to intervene and (2) Licensors has not commenced suit for enforcement participate in the defense of the Licensed Patents pursuant to 9.4 below. Settlement of any suit brought by Licensee will require the consent of Licensors and Licensee, which neither will unreasonably withhold from the other, and any settlement amount or recovery for damages will be applied as follows: (i) first, to reimburse the Parties for their expenses in connection with the litigation, including compensation for the time and expenses of any Licensors and Licensee’s personnel involved in the suit in accordance with an agreement entered into between the Parties before such suit is brought, and (ii) second, the Parties will share any monies remaining in accordance with an agreement entered into between the Parties before such suit is broughtaction at its own expense. 9.4 Licensors will have the right in its absolute discretion during the Term of this Agreement to commence suits for infringement of the Licensed Patents for 7.6 In any infringement outside suit which either party may institute to enforce the Field of Use. 9.5 Notwithstanding the pendency of any infringement or other claim or action by or against Licensee, Licensee will have no right to reduce, terminate, suspend or escrow payment of any amounts required to be paid to Licensors Patent Rights pursuant to this Agreement, the other party hereto shall, at the request and the expense of the party initiating such suit, cooperate in all reasonable respects and, to the extent reasonably possible, have its employees testify when requested and make available relevant records, papers, information, samples, specimens, and the like. 7.7 MediCept shall, during the exclusive period of this Agreement, have the sole right subject to the terms and conditions hereof to sublicense any alleged infringer for future use of the Patent Rights. * Confidential treatment requested UT-B #PLA 1562 and UC-A #IPA 0749 RRS/MTFAny royalties from such sublicensee shall be treated as set forth in Article IV.

Infringement. 9.1 Licensee 6.1 Each party will notify Licensors the other in writing of any suspected unauthorised use, misappropriation or infringement of any rights in the Licensed Technology of which the party becomes aware. 6.2 The Licensee has the first right (but is not obliged) to take legal action at its own cost against any unauthorised use, misappropriation or infringement of any rights (including any contractual restrictions) concerning or included in the Licensed Technology in the Field. The Licensee must discuss any proposed legal action with the Licensor prior to the legal action being commenced, and take reasonable due account of the legitimate interests of the Licensor in the action it takes. The Licensor hereby agrees to co-operate to the extent reasonably required by the Licensee in the enforcement of such rights and the Licensee shall reimburse to the Licensor all reasonable external fees, costs and expenses of the Licensor in connection with such co-operation. 6.3 If the Licensee takes legal action under clause 6.2, the Licensee will: (a) 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 enforcement activities and will settle any invoice received from the Licensor in respect of such costs, claims, demands and liabilities indemnified hereunder within thirty (30) Business Days of receipt; and (b) treat any award of profits or damages (including, without limitation, punitive damages) after deduction of all costs (including lawyers’ and patent agents’ fees and expenses that are not recovered from an award of legal costs), claims, demands and liabilities directly arising out of or consequent upon such enforcement activities which were reasonably and properly incurred, as Net Sales for the purposes of clause 8; and (c) subject to maintaining privilege or observing any confidentiality arrangements or orders, fully and effectively consult with Licensor in a timely manner before taking any material step in the legal action and take all reasonable steps to keep the Licensor regularly informed of the progress of the legal action, including, without limitation, any claims affecting the scope, enforceability or validity of the Licensed Patents in the Field of Use, and each Party will inform the other of any evidence of such suspected infringement within a reasonable time of obtaining such evidenceTechnology. 9.2 Licensors will have 6.4 If the right during Licensee has notified the term Licensor in writing that it does not intend to take any action in relation to the unauthorised use, misappropriation or infringement or the Licensee has not taken any such action within [*] of this Agreement to institutethe notification under clause 6.1, prosecute, and settle the Licensor may take such legal action at its own expense suits for infringement cost. If the Licensor takes legal action under clause 6.4, the Licensor will: (a) to the extent that there is no breach or impropriety alleged against the Licensee in respect of the Licensed Patents for any infringement occurring within the Field of Usematter, and if required by lawnot include, Licensee will join as party plaintiff in such suit. Where such suit is brought by Licensors, Licensors will be entitled to retain all damages and any other consideration recovered at successful conclusion of the suit, after having reimbursed the Licensors and reference or name the Licensee for in any cost incurred in such suit action or proceedings (including compensation by way of adding the Licensee as a defendant); (b) account to Licensee in respect of any award of profits or damages (including, without limitation, punitive damages) after deduction of all costs (including lawyers’ and patent agents’ fees and expenses that are not recovered from an award of legal costs), claims, demands and liabilities directly arising out of or consequent upon such enforcement activities which were reasonably and properly incurred, which Licensee shall treat as Net Sales for the time and expenses purposes of any Licensee’s personnel involved in the suit), such reimbursement being made on a prorated basis in the event such damages and other consideration are not sufficient to cover the costs incurred by both the Licensors and the Licensee. 9.3 In the event Licensors decides not to bring any such suit, Licensors will so notify Licensee and Licensee may bring such suit provided that (1) there are no other licensees of any of the Licensed Patents and (2) Licensors has not commenced suit for enforcement of the Licensed Patents pursuant to 9.4 below. Settlement of any suit brought by Licensee will require the consent of Licensors and Licensee, which neither will unreasonably withhold from the other, and any settlement amount or recovery for damages will be applied as follows: (i) first, to reimburse the Parties for their expenses in connection with the litigation, including compensation for the time and expenses of any Licensors and Licensee’s personnel involved in the suit in accordance with an agreement entered into between the Parties before such suit is brought, and (ii) second, the Parties will share any monies remaining in accordance with an agreement entered into between the Parties before such suit is brought. 9.4 Licensors will have the right in its absolute discretion during the Term of this Agreement to commence suits for infringement of the Licensed Patents for any infringement outside the Field of Use. 9.5 Notwithstanding the pendency of any infringement or other claim or action by or against Licensee, Licensee will have no right to reduce, terminate, suspend or escrow payment of any amounts required to be paid to Licensors pursuant to this Agreement. * Confidential treatment requested UT-B #PLA 1562 and UC-A #IPA 0749 RRS/MTFclause 8; and

Infringement. 9.1 Licensee 11.1 LICENSEE shall notify ARM immediately upon learning of any claim which may be made or threatened that the exercise by LICENSEE of the rights hereby licensed constitutes an infringement of the patent, copyright, maskwork right, or trade secret (together “Rights”) of a third party and will notify Licensors not take any action in relation to such claim which may be prejudicial to the interests of ARM without the written consent of ARM. 11.2 ARM agrees that it will, at its expense, timely defend any suit instituted against LICENSEE and shall indemnify LICENSEE against any award of damages and costs made against LICENSEE in any such suit insofar as the same is based on a claim that the exercise by LICENSEE of its licensed rights under Clause 2.1, infringes any Right of a third party, provided that LICENSEE gives ARM timely notice in writing of any suspected infringement the institution of such suit and permits ARM through ARM’s lawyers of choice to defend the same and LICENSEE provides all available information, assistance and authority to so defend. ARM shall have control of the Licensed Patents in the Field defence of Use, and each Party will inform the other of any evidence of such suspected infringement within a reasonable time of obtaining such evidence. 9.2 Licensors will have the right during the term of this Agreement to institute, prosecute, and settle at its own expense suits for infringement of the Licensed Patents for any infringement occurring within the Field of Use, and if required by law, Licensee will join as party plaintiff in such suit. Where such suit is brought by Licensors, Licensors will be entitled to retain all damages and any other consideration recovered at successful conclusion of the suit, after having reimbursed the Licensors and the Licensee for any cost incurred in such suit (including compensation for the time and expenses of any Licensee’s personnel involved in the suit), such reimbursement being made on a prorated basis in the event such damages and other consideration are not sufficient to cover the costs incurred by both the Licensors and the Licensee. 9.3 In the event Licensors decides not to bring any such suit, Licensors will so notify Licensee including appeals, and Licensee may bring such of all negotiations for settlement, including the right to effect the settlement or compromise thereof. 11.3 In the event that rights licensed to LICENSEE under Clause 2.1 are, in any suit for infringement of any Right of a third party, held to constitute an infringement, ARM shall, at its option and expense, procure for LICENSEE the right to continue exercising its rights under Clause 2.1, or, to the extent commercially practicable, replace or modify the ARM Transfer Materials, as appropriate, provided that (1) there are no other licensees of any such replacement or modification of the Licensed Patents and (2) Licensors has ARM Transfer Materials maintain compatibility, so that the exercise by LICENSEE of its rights under Clause 2.1, does not commenced suit for enforcement of the Licensed Patents pursuant constitute an infringement. 11.4 ARM shall have no liability under this Clause 11 with respect to 9.4 below. Settlement of any suit brought by Licensee will require or claim to the consent of Licensors and Licensee, which neither will unreasonably withhold from the other, and extent that infringement is due solely to; ARM shall have no liability under this Clause for any settlement amount or recovery for damages will be applied as follows: infringement arising from; (i) first, to reimburse the Parties for their expenses in connection combination of the ARM Transfer Materials with the litigation, including compensation for the time and expenses of any Licensors and Licensee’s personnel involved in the suit in accordance with an agreement entered into between the Parties before other products not supplied by ARM if such suit is brought, and infringement arises exclusively from such combination; (ii) secondthe modification of the ARM Transfer Materials unless the modification was made or approved by ARM if such infringement arises exclusively from modification; (iii) any manufacturing process applied to the ARM Transfer Materials by LICENSEE or LICENSEE’S agent; or (iv) compliance by ARM with the LICENSEE requirement specification where such compliance necessarily lead to such infringement. 11.5 LICENSEE agrees that it will, the Parties will share at its expense, timely defend any monies remaining suit instituted against ARM and shall indemnify ARM against any award of damages and costs made against ARM in accordance with an agreement entered into between the Parties before any such suit insofar as the same is brought. 9.4 Licensors will based on a claim that; (i) the combination of the ARM Transfer Materials with other products not supplied by ARM if such infringement arises exclusively from such combination; (ii) the modification of the ARM Transfer Materials unless the modification was made or approved by ARM if such infringement arises exclusively from modification; (iii) any manufacturing process applied to the ARM Transfer Materials by LICENSEE; or (iv) compliance by ARM with the LICENSEE requirement specification where such compliance necessarily lead to infringement, infringes any Right of a third party, provided that ARM gives LICENSEE timely notice in writing of the institution of such suit and permits LICENSEE through LICENSEE’s lawyers of choice to defend the same and ARM provides, at ARM’s expense, all available information, assistance and authority to so defend. LICENSEE shall have control of the defence of any such suit, including appeals, and of all negotiations for settlement, including the right in its absolute discretion during to effect the Term of this Agreement to commence suits for infringement of the Licensed Patents for any infringement outside the Field of Use. 9.5 settlement or compromise thereof. Notwithstanding the pendency foregoing, LICENSEE shall not be liable under the indemnification provided in this Clause 11.5 unless it is held in any suit that the infringement has been caused by the wilful action of any infringement or other claim or action by or against Licensee, Licensee will have no right to reduce, terminate, suspend or escrow payment of any amounts required to be paid to Licensors pursuant to this Agreement. * Confidential treatment requested UT-B #PLA 1562 and UC-A #IPA 0749 RRS/MTFLICENSEE.

Infringement. 9.1 Licensee will notify Licensors in writing of any suspected infringement of the Licensed Patents in the Field of Use, (a) UNIVERSITY and LICENSEE each Party will inform shall immediately give notice to the other of any evidence potential infringement or infringement by a third party of such suspected any Patent Rights of which they become aware or of any certification of which they become aware filed under the United States "Drug Price Competition and Patent Term Restoration Act of 1984" claiming that Patent Rights covering the Licensed Product are invalid or unenforceable or that infringement within will not arise from the manufacture, use or sale of Licensed Product by a reasonable time of obtaining such evidencethird party. 9.2 Licensors (b) LICENSEE as exclusive licensee will have the right during to settle with the term of this Agreement infringer or to institute, prosecute, and settle bring suit or other proceeding at its expense against the infringer in its own expense suits for infringement name or in the name of UNIVERSITY where necessary, after consultation with UNIVERSITY. UNIVERSITY shall be kept advised at all times of such suit or proceedings brought by LICENSEE. UNIVERSITY may, in its discretion, join LICENSEE as party to the suit or other proceeding, provided that LICENSEE shall retain control of the Licensed Patents for any infringement occurring within the Field prosecution of Use, and if required by law, Licensee will join as party plaintiff such suit or proceedings in such suitevent. Where such suit is brought by LicensorsUNIVERSITY agrees to cooperate with LICENSEE in its efforts to protect Patent Rights, Licensors will be entitled to retain all damages and any other consideration recovered at successful conclusion of the suit, after having reimbursed the Licensors and the Licensee for any cost incurred in such suit (including compensation for the time and expenses of any Licensee’s personnel involved in the suit), such reimbursement being made on joining as a prorated basis in the event such damages and other consideration are not sufficient to cover the costs incurred by both the Licensors and the Licenseeparty where necessary. 9.3 In (c) If LICENSEE does not settle with the event Licensors decides not infringer or bring suit or other proceeding against the infringer, UNIVERSITY may in its discretion, bring suit or other proceeding at its expense against the infringer, provided however, that UNIVERSITY shall first consult with LICENSEE as to bring any whether such suit, Licensors will so notify Licensee act(s) by a third party reasonably constitute infringement and Licensee may whether it is commercially advisable to bring such suit provided that (1) there are no other licensees of any of the Licensed Patents and (2) Licensors has not commenced suit for enforcement of the Licensed Patents pursuant to 9.4 belowor proceeding, as reasonably determined by LICENSEE. Settlement of any suit brought by Licensee will require the consent of Licensors and Licensee, which neither will unreasonably withhold from the other, and any settlement amount or recovery for damages will LICENSEE shall be applied as follows: (i) first, to reimburse the Parties for their expenses in connection with the litigation, including compensation for the time and expenses of any Licensors and Licensee’s personnel involved in the suit in accordance with an agreement entered into between the Parties before such suit is brought, and (ii) second, the Parties will share any monies remaining in accordance with an agreement entered into between the Parties before such suit is brought. 9.4 Licensors will have the right in its absolute discretion during the Term of this Agreement to commence suits for infringement of the Licensed Patents for any infringement outside the Field of Use. 9.5 Notwithstanding the pendency of any infringement or other claim or action by or against Licensee, Licensee will have no right to reduce, terminate, suspend or escrow payment of any amounts required to be paid to Licensors pursuant to this Agreement. * Confidential treatment requested UT-B #PLA 1562 and UC-A #IPA 0749 RRS/MTFkept

Infringement. 9.1 Licensee will notify Licensors in writing 14.1 In the event that either Party to this License Agreement learns of the infringement of any suspected infringement of the Licensed Patents in the Field of UseUniversity's PATENT RIGHTS, and each that Party will inform the other of any Party in writing and will provide the other Party with evidence of such suspected the infringement. 14.2 The Parties will cooperate to terminate the infringement without litigation. Licensee agrees that during the period within which and in a jurisdiction where Licensee LANL Document Control No. ▇▇-▇▇-▇▇▇▇▇ has exclusive rights under this Agreement, Licensee will not notify a third party about the infringement without first obtaining written consent of the University, which may be withheld at the sole discretion of the University. 14.3 If the efforts of the Parties are not successful in abating the infringement within ninety (90) days after the infringer has been formally notified of University PATENT RIGHTS1 the University has the right to: a. commence suit on its own account; b. commence suit jointly with the Licensee; or c. refuse to participate in a reasonable time suit. The University shall give written notice to the Licensee, of obtaining such evidence. 9.2 Licensors will its election, within ten (10) business days after the expiration of the ninety (90) day period. If the University elects not to commence suit on its own account or not to commence suit jointly with the Licensee, then Licensee shall have the right to commence suit on its own account, and, if required by law, University will join the suit as nominal party plaintiff, if the infringement occurred during the term of this License Agreement to institute, prosecute, and settle in a country where the Licensee had exclusive rights under this License Agreement. 14.4 Any legal action under this Article will be at its own the expense suits for infringement of the Licensed Patents for any infringement occurring within Party initiating the Field of Use, and if required by law, legal action. Licensee will join as party plaintiff in such suitbear all expenses from any action brought by Licensee under this action, including attorney fees and costs of both Parties and the defense of any counter-claims brought by the infringer. Where such suit If legal action is brought by LicensorsLicensee, Licensors the University will be entitled to retain all damages and twenty-five percent (25%) of any other consideration recovered at successful conclusion damage recovery based on lost profits of Licensee or a reasonable royalty or both. Legal action brought jointly by the suit, after having reimbursed the Licensors University and the Licensee for any cost incurred and fully participated in such suit (including compensation for the time and expenses of any Licensee’s personnel involved in the suit), such reimbursement being made on a prorated basis in the event such damages and other consideration are not sufficient to cover the costs incurred by both will be at the Licensors joint expense of the Parties and all recoveries will be shared jointly by them in proportion to the share of expenses paid by each. 14.5 Each Party will cooperate with the other in proceedings instituted hereunder, provided expenses are borne by the Party bringing suit. Litigation will be controlled by the Party bringing suit, except that the University will control the litigation if brought jointly. The University may be represented by its choice of counsel in any suit brought by the Licensee. 9.3 In the event Licensors decides not to bring any such suit, Licensors 14.6 Neither Party will so notify Licensee and Licensee may bring such suit provided that (1) there are no other licensees of any of the Licensed Patents and (2) Licensors has not commenced suit for enforcement of the Licensed Patents pursuant to 9.4 below. Settlement of settle or compromise any suit brought by Licensee will require without the consent of Licensors and Licensee, which neither will unreasonably withhold from the other, and any settlement amount or recovery for damages will be applied as follows: (i) first, to reimburse the Parties for their expenses in connection with the litigation, including compensation for the time and expenses of any Licensors and Licensee’s personnel involved in the suit in accordance with an agreement entered into between the Parties before such suit is brought, and (ii) second, the Parties will share any monies remaining in accordance with an agreement entered into between the Parties before such suit is brought. 9.4 Licensors will have the right in its absolute discretion during the Term of this Agreement to commence suits for infringement of the Licensed Patents for any infringement outside the Field of Use. 9.5 Notwithstanding the pendency of any infringement or other claim or action by or against Licensee, Licensee will have no right to reduce, terminate, suspend or escrow payment of any amounts required to be paid to Licensors pursuant to this AgreementParty's written consent. * Confidential treatment requested UTLANL Document Control No. ▇▇-B #PLA 1562 and UC▇▇-A #IPA 0749 RRS/MTF▇▇▇▇▇

Infringement. 9.1 Licensee will notify Licensors in writing 12.1 If either Party discovers the infringement of any suspected infringement of Licensor’s Patent Rights licensed under this Agreement, that Party shall give written notice of such claim to the other Party. Licensee shall then use Commercially Reasonable Efforts to terminate such infringement. In the event Licensee fails to ▇▇▇▇▇ the infringing activity within [†] after such written notice or to bring legal action against the third party, Licensor may bring suit for patent infringement. Licensor agrees to join any such legal action, as necessary to pursue the enforcement of the Licensed Patents in Patent Rights. No settlement, consent judgment or other voluntary final disposition of the Field suit may be entered into without the consent of UseLicensor, and each Party will inform the other of any evidence of such suspected infringement within a reasonable time of obtaining such evidencewhich consent shall not be unreasonably or untimely withheld. 9.2 Licensors will have 12.2 Any such legal action shall be at the right during the term of this Agreement to institute, prosecute, and settle at its own expense suits for infringement of the Licensed Patents for any infringement occurring within Party by whom suit is filed, hereinafter referred to as the Field “Litigating Party”. After reimbursement of Use, reasonable attorneys’ fees and if required legal expenses incurred by lawLicensee and Licensor in such action or proceeding, Licensee will join as party plaintiff in such suit. Where such suit is brought by Licensors, Licensors will shall be entitled to retain all any damages and any other consideration recovered at successful conclusion or settlements attributable to lost sales (as shall be allocated † DESIGNATES PORTIONS OF THIS DOCUMENT THAT HAVE BEEN OMITTED PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT FILED SEPARATELY WITH THE COMMISSION by the court or reasonable allocation by mutual agreement of the suit, after having reimbursed the Licensors and the Licensee for any cost incurred in such suit (including compensation for the time and expenses of any Licensee’s personnel involved in the suit), such reimbursement being made on a prorated basis in the event such damages and other consideration are not sufficient to cover the costs incurred by both the Licensors and the Licensee. 9.3 In the event Licensors decides not to bring any such suit, Licensors will so notify Licensee and Licensee may bring such suit provided that (1Licensor) there are no and shall be subject to Section 4.1 hereof. Any other licensees of any of damages or costs recovered by the Licensed Patents and (2) Licensors has not commenced suit for enforcement of the Licensed Patents pursuant to 9.4 below. Settlement of any suit brought Litigating Party in connection with a legal action filed by Licensee will require the consent of Licensors and Licenseeit hereunder, which neither will unreasonably withhold from the other, and any settlement amount or recovery for damages will shall be applied divided as follows: (i) first, first to reimburse the Parties for their reasonable attorneys’ fees and legal expenses incurred by Licensee and Licensor in connection with the litigationsuch action or proceeding, including compensation for the time and expenses of any Licensors and Licensee’s personnel involved in the suit in accordance with an agreement entered into between the Parties before such suit is broughtas provided above, and then (ii) second, (a) [†] percent ([†]%) of the Parties will share any monies remaining in accordance with an agreement entered into between remainder shall go to the Parties before such suit is broughtLitigating Party and (b) [†] percent ([†]%) of the remainder shall go to the other Party. 9.4 Licensors will have 12.3 Licensee and Licensor shall cooperate with each other in litigation proceedings instituted hereunder, provided that such cooperation shall be at the right in its absolute discretion during the Term of this Agreement to commence suits for infringement expense of the Licensed Patents for any infringement outside Litigating Party, and such litigation shall be controlled by the Field of UseLitigating Party. 9.5 Notwithstanding the pendency of any infringement or other claim or action by or against Licensee, Licensee will have no right to reduce, terminate, suspend or escrow payment of any amounts required to be paid to Licensors pursuant to this Agreement. * Confidential treatment requested UT-B #PLA 1562 and UC-A #IPA 0749 RRS/MTF

Infringement. 9.1 Licensee will notify Licensors 8.1 LICENSOR and LICENSEE shall promptly give notice to the other in writing of any suspected alleged infringement of the Licensed Patents in the Field of Use, and each Party will inform the other of any evidence other legal action undertaken by either party with respect to the defense or enforcement of Licensed Patents. The parties shall thereupon confer as to what steps are to be taken to stop or prevent such suspected infringement within a reasonable time of obtaining such evidenceinfringement. 9.2 Licensors will 8.2 LICENSEE shall have the first right during the term to defend or enforce Licensed Patents against any infringer at LICENSEE's cost and expense including by bringing any legal action for infringement or defending any counterclaim of this Agreement invalidity or action of a third party for declaratory judgment of non-infringement, which LICENSEE, in its sole discretion, decides is reasonable and necessary for it to institute, prosecute, and undertake. LICENSEE shall bring or defend or may settle any such actions solely [+] DESIGNATES PORTIONS OF THIS DOCUMENT THAT HAVE BEEN OMITTED FOR CONFIDENTIALITY PURPOSES. at its own discretion and expense suits for infringement and through counsel of the Licensed Patents for any infringement occurring within the Field of Use, and if required by law, Licensee will join as party plaintiff in such suitits selection. Where such suit is brought by Licensors, Licensors LICENSEE will be entitled to retain all damages any settlement or damage award received except as provided for in Article 8.4; provided, however, that the LICENSOR shall be entitled in each instance to participate through counsel of its own selection and its own expense and share in any other consideration recovered at successful conclusion damage award or settlement as mutually agreed upon in writing by the parties prior to such participation. LICENSEE shall not join LICENSOR as a party-plaintiff in any suit which LICENSEE may institute unless necessary for the maintenance of the said suit, after and then only with the prior knowledge and written consent of LICENSOR, which consent shall not be unreasonably withheld. In such event that LICENSOR is an unwilling participant in any suit which LICENSEE may institute, LICENSOR shall not be chargeable for any costs or expenses and those costs and expenses shall be borne by LICENSEE. LICENSOR shall execute all documents necessary for the prosecution of any infringement suit brought by LICENSEE and provide other such support as LICENSEE may require including having reimbursed the Licensors its employees testify when requested and make available relevant records, papers, information, samples, specimens and the Licensee for any cost incurred in such suit (including compensation for like, all however at the time expense, with respect to travel and expenses the like, of any Licensee’s personnel involved in LICENSEE. 8.3 LICENSOR shall have the suit), such reimbursement being made on a prorated basis right to defend or enforce the Licensed Patents against infringement in the event that LICENSEE declines to exercise its rights to defend or enforce Licensed Patents under Article 8.2 and shall have sole discretion to file and prosecute, defend or settle such damages infringement and other consideration are not sufficient declaratory judgment action at its own expense through counsel of its own selection and will be entitled to cover the costs incurred by both the Licensors retain any settlement or damage award received; provided, however, that LICENSEE shall be entitled in each instance to participate through counsel of its own selection and the Licensee. 9.3 In the event Licensors decides not at its own expense. LICENSEE shall have no responsibility or financial obligation with respect to bring any such suit, Licensors will so notify Licensee infringement action except to provide reasonable assistance to LICENSOR as requested and Licensee may bring such suit provided that (1) there are no other licensees of any of the Licensed Patents and (2) Licensors has not commenced suit LICENSOR shall reimburse LICENSEE for enforcement of the Licensed Patents pursuant to 9.4 below. Settlement of any suit brought by Licensee will require the consent of Licensors and Licensee, which neither will unreasonably withhold from the other, and any settlement amount or recovery for damages will be applied as follows: (i) first, to reimburse the Parties for their LICENSEE's out-of-pocket expenses in connection with any such assistance. LICENSEE shall execute all documents necessary for the litigationprosecution of any infringement suit brought by LICENSOR and provide other such support as LICENSOR may require, including compensation for having its employees testify when requested and make available relevant records, papers, information, samples, specimens and the time like, all however at the expense, with respect to travel and expenses the like, of LICENSOR. 8.4 LICENSOR shall be entitled to the percentage of any Licensors recovery obtained in any infringement suit brought by LICENSEE equal to the amount to which LICENSOR would be entitled under the sublicensee royalty provision of this Agreement had said recovery been paid to LICENSEE as sublicense royalties by the defendant in said infringement suit. LICENSEE may deduct its reasonable direct costs and Licensee’s personnel involved attorneys' fees paid to third parties incurred in prosecuting such suit, to the extent such costs and fees are not otherwise recovered, prior to calculating the share owing to LICENSOR pursuant to this provision. 8.5 Should LICENSEE commence a suit under the provisions of Paragraphs 8.2 and thereafter elect to abandon the same, it shall give timely notice to LICENSOR, which may, if it so desires, continue prosecution of such suit under Article 8.3. 8.6 During the period of this Agreement, if LICENSOR's actions under Article 8.3 require a sublicense to an infringer, LICENSEE shall grant such a sublicense to said infringer in accordance with an agreement entered into between the Parties before such suit is brought, terms and (ii) second, conditions herein and the Parties will share any monies remaining in accordance with an agreement entered into between the Parties before such suit is brought. 9.4 Licensors will have the right in its absolute discretion during the Term of this Agreement to commence suits for infringement of the Licensed Patents for any infringement outside the Field of Use. 9.5 Notwithstanding the pendency terms and conditions of any infringement settlement or other claim or action by or against Licensee, Licensee will have no right to reduce, terminate, suspend or escrow payment of any amounts required to be paid to Licensors pursuant to this Agreement. * Confidential treatment requested UT-B #PLA 1562 and UC-A #IPA 0749 RRS/MTF[+] DESIGNATES PORTIONS OF THIS DOCUMENT THAT HAVE BEEN OMITTED FOR CONFIDENTIALITY PURPOSES.

Infringement. 9.1 Licensee will notify Licensors (a) Each Party shall report in writing of any suspected infringement of the Licensed Patents in the Field of Use, and each Party will inform to the other of any evidence of such suspected infringement within a reasonable time of obtaining such evidence. 9.2 Licensors will have the right Party during the term of this Agreement to instituteany known or suspected infringement of any Patent Rights owned by a Party, prosecuteor unauthorized use or misappropriation of any Know-How owned by a Party, and settle will provide the other Party with all available evidence supporting such infringement or unauthorized use or misappropriation. (b) PHARMAENGINE shall have the right to initiate an infringement or other appropriate suit anywhere in the Territory against any third party who at any time has infringed, or is suspected of infringing, any of HERMES Patent Rights or jointly made Patent Right in this Article 9 during the term of this Agreement applicable to the Licensed Products in the Territory, or has used without proper authorization all or any portion of the Know-How of HERMES applicable to the Licensed Products in the Territory. HERMES shall cooperate fully with and provide all necessary assistance to PHARMAENGINE in the proceeding of such claim, at the expense of PHARMAENGINE. HERMES may initiate such claim at its own expense suits for sole discretion only if PHARMAENGINE fails to initiate such claim within [**] days after receipt of a written request from HERMES which stating the infringer (or suspected infringer) and the relevant fact. (c) HERMES shall have the right to initiate an infringement or other appropriate suit anywhere in the Retained Territory against any third party who at any time has infringed, or is suspected of infringing, any of PHARMAENGINE Patent Rights or jointly made Patent Right in this Article 9 during the term of this Agreement applicable to the Licensed Products in the Retained Territory, or has used without proper authorization all or any portion of the Know-How of PHARMAENGINE applicable to the Licensed Patents for Products in the Retained Territory. PHARMAENGINE shall cooperate fully with and provide all necessary assistance to HERMES in the proceeding of such claim, at the expense of HERMES. PHARMAENGINE may initiate such claim at its sole discretion only if HERMES fails to initiate such claim within [**] days after receipt of a written request from PHARMAENGINE which stating the infringer (or suspected infringer) and the relevant fact. (d) Neither Party shall settle any infringement occurring within the Field of Use, and if required by law, Licensee will join as party plaintiff in such suit. Where such suit is brought by Licensors, Licensors will be entitled to retain all damages and any other consideration recovered at successful conclusion claims or suits involving Patent Rights of the suitother Party without obtaining the prior written consent of the other Party, after having reimbursed the Licensors and the Licensee for any cost incurred in such suit (including compensation for the time and expenses of any Licensee’s personnel involved in the suit), such reimbursement being made on a prorated basis in the event such damages and other consideration are which consent shall not sufficient to cover the costs incurred by both the Licensors and the Licenseebe unreasonably held. 9.3 In the event Licensors decides not to bring any such suit, Licensors will so notify Licensee (e) Any recovery realized from pursuing an infringement claim against a third party shall be distributed and Licensee may bring such suit provided that (1) there are no other licensees of any of the Licensed Patents and (2) Licensors has not commenced suit for enforcement of the Licensed Patents pursuant to 9.4 below. Settlement of any suit brought by Licensee will require the consent of Licensors and Licensee, which neither will unreasonably withhold from the other, and any settlement amount or recovery for damages will be applied as follows: allocated (i) first, first to reimburse [**] percents ([**]%) of the Parties for their expenses in connection with [**] costs incurred to pursue the litigation, including compensation for the time and expenses of any Licensors and Licensee’s personnel involved in the suit in accordance with an agreement entered into between the Parties before such suit is broughtinfringement action, and (ii) second, the Parties will share any monies remaining in accordance with an agreement entered into remainder shall be distributed and allocated between the Parties before such suit is brought[**] to the damages caused to each Party by the infringement. 9.4 Licensors will have the right in its absolute discretion during the Term of this Agreement to commence suits for infringement of the Licensed Patents for any infringement outside the Field of Use. 9.5 Notwithstanding the pendency of any infringement or other claim or action by or against Licensee, Licensee will have no right to reduce, terminate, suspend or escrow payment of any amounts required to be paid to Licensors pursuant to this Agreement. * Confidential treatment requested UT-B #PLA 1562 and UC-A #IPA 0749 RRS/MTF

Infringement. 9.1 (a) Each Licensee will notify Licensors promptly inform Licensor in writing of any suspected potential or actual infringement, of which it has knowledge, of the Licensor Technology or Selected Non-Ethanol Technology (as applicable to a Licensee), by one or more third parties and will provide Licensor with readily-available information relating to such infringement. In the event Licensor becomes aware of any potential or actual infringement of the Licensed Patents Licensor Technology or Selected Non-Ethanol Technology (as applicable to a Licensee) in the Field Territory, Licensor will promptly inform the applicable Licensees thereof in writing. After any such aforementioned notice, the applicable parties will promptly confer to attempt to determine, within 45 days after such notice (the Conference Period), a mutually agreed course of Useaction. (b) In the event all the applicable parties mutually agree to pursue a course of action other than legal proceedings, such parties will share equally in the costs of such action, and each Party any recovery will inform be distributed to the other of any evidence parties first to recover their costs and then divided among the parties as follows: [***]% to Licensor and [***]% (in the aggregate) to the applicable Licensee(s). (c) In the event all the applicable parties mutually agree to pursue legal proceedings, such parties will share equally in the costs of such suspected infringement within a reasonable time of obtaining such evidenceproceedings, and any recovery will be distributed to the parties first to recover their costs and then divided among the parties as follows: [***]% to Licensor and [***]% (in the aggregate) to the applicable Licensee(s). 9.2 Licensors (d) If the parties are unable to mutually agree upon a course of action, then: (i) Licensor will have the right during and option, but not the term obligation, to bring and prosecute an infringement action, with counsel of its own choosing, to enforce its rights therein. If Licensor determines not to pursue such action, Licensor will so notify the applicable Licensee(s) within 45 days after the expiration or termination of the Conference Period, Licensor will notify the applicable Licensee(s) of its decision whether to bring and prosecute an infringement action. In the event Licensor fails to so notify, Licensor will be deemed to have elected not to exercise its option under this Agreement Section 7.3(d)(i). Licensor will keep the applicable Licensee(s) informed as to instituteany such action which it undertakes. The costs and expenses incurred pursuant to this Section 7.3(d)(i) (including fees of attorneys and other professionals) will be borne by Licensor. The applicable Licensee(s) will cooperate with Licensor in the prosecution of such action to the extent reasonably necessary, prosecuteincluding, without limitation, being joined as a party under F.R.C.P. 19 or other equivalent rule or law. Any award obtained in such an infringement action (whether by way of settlement or otherwise) will be paid first to Licensor and the applicable Licensee(s) to the extent of the expenses incurred by them, and settle at its own expense suits for infringement of the Licensed Patents for any infringement occurring within the Field of Use, and if required by law, Licensee will join as party plaintiff in such suit. Where such suit is brought by Licensors, Licensors then will be entitled paid to retain all damages Licensor or its licensors, as applicable. (ii) In the event Licensor elects not to exercise its option under Section 7.3(d)(i), then the applicable Licensee(s) will have the right and option, but not the obligation, to bring and prosecute an infringement action with counsel of its/their own choosing. The applicable Licensee(s) will keep Licensor informed as to the prosecution of any other consideration recovered at successful conclusion such action or of the suit, after having reimbursed the Licensors and the Licensee for any cost incurred in its determination not to pursue such suit (including compensation for the time action. The costs and expenses of any Licensee’s personnel involved action instituted pursuant to this Section 7.3(d)(ii) (including fees of attorneys and other professionals) will be borne by the applicable Licensee(s). Licensor will cooperate with the applicable Licensee(s) in the suit)prosecution of such action to the extent reasonably necessary, including, without limitation, being joined as a party under F.R.C.P. 19 or other equivalent rule or law. Any award obtained in such reimbursement being made on a prorated basis in an infringement action (whether by way of settlement or otherwise) will be paid first to the event such damages applicable Licensee(s) and other consideration are not sufficient Licensor to cover the costs extent of the expenses incurred by both the Licensors and the Licensee. 9.3 In the event Licensors decides not to bring any such suit, Licensors will so notify Licensee and Licensee may bring such suit provided that (1) there are no other licensees of any of the Licensed Patents and (2) Licensors has not commenced suit for enforcement of the Licensed Patents pursuant to 9.4 below. Settlement of any suit brought by Licensee will require the consent of Licensors and Licensee, which neither will unreasonably withhold from the otherthem, and any settlement amount or recovery for damages then will be applied as follows: (i) first, to reimburse the Parties for their expenses in connection with the litigation, including compensation for the time and expenses of any Licensors and Licensee’s personnel involved in the suit in accordance with an agreement entered into between the Parties before such suit is brought, and (ii) second, the Parties will share any monies remaining in accordance with an agreement entered into between the Parties before such suit is brought. 9.4 Licensors will have the right in its absolute discretion during the Term of this Agreement to commence suits for infringement of the Licensed Patents for any infringement outside the Field of Use. 9.5 Notwithstanding the pendency of any infringement or other claim or action by or against Licensee, Licensee will have no right to reduce, terminate, suspend or escrow payment of any amounts required to be paid to Licensors pursuant to this Agreement. * Confidential treatment requested UT-B #PLA 1562 and UC-A #IPA 0749 RRS/MTFthe applicable Licensee(s) as agreed between them.

Infringement. 9.1 14.1 In the event that the Licensee learns of the substantial infringement of any PATENT RIGHTS under this License Agreement, the Licensee will notify Licensors the University in writing of any suspected infringement of and will provide the Licensed Patents in the Field of Use, and each Party will inform the other of any University with reasonable evidence of such suspected infringement. The Licensee will not notify a third party of the infringement within a reasonable time of any PATENT RIGHTS without first obtaining consent of the University, which consent will not be unreasonably withheld. The Parties will use their best efforts in cooperation with each other to terminate such evidenceinfringement without litigation. 9.2 Licensors 14.2 If the Licensee desires that PATENT RIGHTS be enforced against infringers, the Licensee may request permission from the University to file suit against the infringement of PATENT RIGHTS or may request that the University take legal action against the infringement of PATENT RIGHTS. Such request must be made in writing and must include reasonable evidence of such infringement and damages to the Licensee. If the infringing activity has not been abated within ninety (90) days following the receipt of such request, the University will have the right during the term of this Agreement to institute, prosecute, and settle at elect to a. commence suit on its own expense suits for infringement of account; b. commence suit jointly with the Licensed Patents for any infringement occurring within the Field of Use, and if required by law, Licensee will join as party plaintiff Licensee; or c. refuse to participate in such suit. Where The University will give notice of its election in writing to the Licensee by the end of the 10th day after receiving such request from the Licensee. The Licensee may thereafter bring suit for patent infringement if and only if the University elects not to commence suit and if the infringement occurred during the period and in a jurisdiction where the Licensee had exclusive rights under this License Agreement. In the event, however, the Licensee elects to bring suit in accordance with this Paragraph, the University may thereafter join such suit at its own expense. Both parties agree to be bound by the outcome of a suit for patent infringement through the pendency of such a suit under this Paragraph. 14.3 Any legal action under this Article will be at the expense of the Party initiating the legal action. The Licensee will bear all expenses of any action brought by the Licensee under this Article, including attorney fees and costs of both Parties in the defense of any declaratory judgment actions or counter-claims brought by the infringer. If legal action is brought by Licensorsthe Licensee, Licensors will be the University is entitled to retain all damages and twenty-five percent (25%) of any other consideration recovered at successful conclusion damage recovery based on lost profits of the suit, after having reimbursed Licensee or a reasonable royalty. Legal action brought jointly by the Licensors University and the Licensee for any cost incurred and fully participated in such suit (including compensation for the time and expenses of any Licensee’s personnel involved in the suit), such reimbursement being made on a prorated basis in the event such damages and other consideration are not sufficient to cover the costs incurred by both will be at the Licensors joint expense of the Parties and all recoveries will be shared jointly by them in proportion to the share of expenses paid by each. 14.4 Each Party will cooperate with the other in proceedings instituted hereunder, provided expenses arc borne by the Party bringing suit. Litigation will be controlled by the Party bringing suit, except that the University will control the litigation if brought jointly. The University may be represented by its choice of counsel in any suit brought by the Licensee. 9.3 In the event Licensors decides not to bring any such suit, Licensors 14.5 Neither Party will so notify Licensee and Licensee may bring such suit provided that (1) there are no other licensees of any of the Licensed Patents and (2) Licensors has not commenced suit for enforcement of the Licensed Patents pursuant to 9.4 below. Settlement of settle or compromise any suit brought by Licensee will require without the consent of Licensors and Licensee, which neither will unreasonably withhold from the other, and any settlement amount or recovery for damages will be applied as follows: (i) first, to reimburse the Parties for their expenses in connection with the litigation, including compensation for the time and expenses of any Licensors and Licensee’s personnel involved in the suit in accordance with an agreement entered into between the Parties before such suit is brought, and (ii) second, the Parties will share any monies remaining in accordance with an agreement entered into between the Parties before such suit is broughtother Party's written consent. 9.4 Licensors will have the right in its absolute discretion during the Term of this Agreement to commence suits for infringement of the Licensed Patents for any infringement outside the Field of Use. 9.5 Notwithstanding the pendency of any infringement or other claim or action by or against Licensee, Licensee will have no right to reduce, terminate, suspend or escrow payment of any amounts required to be paid to Licensors pursuant to this Agreement. * Confidential treatment requested UT-B #PLA 1562 and UC-A #IPA 0749 RRS/MTF

Infringement. 9.1 Licensee will notify Licensors Licensor in writing of any suspected infringement of the Licensed Patents in the Field of Use, and each Party will inform the other of any evidence of such suspected infringement within a reasonable time of obtaining such evidence. 9.2 Licensors Licensee will have the right during the term of this Agreement to institute, prosecute, and settle at its own expense suits for infringement of the Licensed Patents for any infringement occurring within the Field of Use, and if required by law, Licensee Licensor will join as party plaintiff in such suit. Where Licensee shall obtain Licensor’s consent before instituting any such suit is brought by Licensorsaction, Licensors such consent not to be unreasonably withheld. For avoidance of doubt, it shall not be unreasonable for Licensor to withhold such consent in the event that the proposed enforcement action would reasonably be anticipated to result in a narrowing of the scope of any of the Licensed Patents or a finding that the asserted claims of a Licensed Patent are invalid. Licensee shall not be permitted to settle any such action in a manner that limits the scope of any Licensed Patent or that admits liability or fault on the part of the Licensor. Licensee will be entitled to retain all damages and any other consideration recovered at successful conclusion of the suit, after having reimbursed the Licensors and the Licensee for any cost incurred in such suit (including compensation for the time and expenses of any Licensee’s personnel involved in the suit), such reimbursement being made on a prorated basis in the event such damages and other consideration are not sufficient to cover the costs incurred by both the Licensors and the Licensee. 9.3 In the event Licensors Licensee decides not to bring any such suit, Licensors Licensee will so notify Licensee Licensor and Licensee Licensor may bring such suit provided that (1) there are no other licensees of any of the Licensed Patents and (2) Licensors has not commenced suit for enforcement of the Licensed Patents pursuant to 9.4 belowsuit. Settlement of any suit brought by Licensee will require the consent of Licensors and Licensee, which neither will unreasonably withhold from the other, and any settlement amount or recovery for damages will be applied as follows: (i) first, to reimburse the Parties for their expenses in connection with the litigation, including compensation for the time and expenses of any Licensors and Licensee’s personnel involved in the suit in accordance with an agreement entered into between the Parties before Where such suit is broughtbrought by Licensor, Licensor will be entitled to retain all damages and (ii) second, any other consideration recovered at successful conclusion of the Parties will share any monies remaining in accordance with an agreement entered into between the Parties before such suit is broughtsuit. 9.4 Licensors Licensor will have the right in its absolute discretion during the Term of this Agreement to commence suits for infringement of the Licensed Patents for any infringement outside the Field of Use. 9.5 Notwithstanding the pendency of any infringement (or other other) claim or action by or against Licensee, Licensee will have no right to reduce, terminate, terminate or suspend (or escrow escrow) payment of any amounts required to be paid to Licensors Licensor pursuant to this Agreement. * Confidential treatment requested UT-B #PLA 1562 and UC-A #IPA 0749 RRS/MTF.

Infringement. 9.1 Licensee 6.1 Each party will notify Licensors the other in writing of any suspected misappropriation or infringement of any rights in the Licensed Technology of which the party becomes aware. 6.2 The Licensee has the first right (but is not obliged) to take Legal Action at its own cost in relation to any misappropriation or infringement of any Licensed Technology that OUI has licensed exclusively to Licensee under this Agreement subject to any field restriction included in the rights granted in Clause 2.1. The Licensee must discuss any proposed Legal Action with OUI prior to the Legal Action being commenced, and take due account of the legitimate interests of OUI in the Legal Action it takes provided always that the Licensee may act without further consultation if rights in the Licensed Technology would otherwise be prejudiced or lost. 6.3 If the Licensee takes Legal Action under clause 6.2, the Licensee will: (a) except where any Legal Action arises directly as a result of a breach by OUI of the warranties in Clause 12.2, indemnify and hold OUI and the University harmless against all costs (including lawyers’ and patent agents’ fees and expenses), claims, demands and liabilities arising out of or consequent upon a Legal Action and will settle any invoice received from OUI in respect of such costs, claims, demands and liabilities within [***] of receipt; and (b) treat any account of profits or damages (including, without limitation, punitive damages) awarded in or paid to the Licensee under any settlement of the Legal Action for any misappropriation or infringement of any rights included in the Licensed Technology as Net Sales for the purposes of clause 8, having first for these purposes deducted from the award or settlement an amount equal to any legal costs incurred by the Licensee in the Legal Action that are not covered by an award of legal costs; and (c) keep OUI regularly informed of the progress of the Legal Action, including, without limitation, any claims affecting the scope of the Licensed Patents in the Field of Use, and each Party will inform the other of any evidence of such suspected infringement within a reasonable time of obtaining such evidenceTechnology. 9.2 Licensors will have the right during the term of this Agreement to institute, prosecute, and settle 6.4 OUI may take Legal Action at its own expense suits for cost in relation to any misappropriation or infringement of any rights included in the Licensed Patents for Intellectual Property where: (a) the Licensee has notified OUI in writing that it does not intend to take any Legal Action in relation to any misappropriation or infringement occurring of any rights included in the Licensed Technology under clause 6.2; (b) if having received professional advice with regard to any Legal Action within [***] of the Field of Usenotification under clause 6.1, and if required by lawconsulted with OUI, the Licensee will join as party plaintiff does not take reasonable steps to act upon an agreed process for dealing with such misappropriation or infringement (which may include, for the avoidance of doubt, seeking a second opinion in respect of such suit. Where such suit is brought by Licensors, Licensors will be entitled to retain all damages and professional advice) within any other consideration recovered at successful conclusion of the suit, after having reimbursed the Licensors timescale agreed between OUI and the Licensee for and in any event within [***] of notification under clause 6.1, OUI may take such Legal Action at its own cost incurred in such suit (including compensation for provided it shall not settle any action without first consulting with the time Licensee and expenses taking account of any Licensee’s personnel involved in the suit), such reimbursement being made on a prorated basis in the event such damages reasonable observations and other consideration are not sufficient to cover the costs incurred by both the Licensors and requests of the Licensee. 9.3 In the event Licensors decides not to bring any such suit, Licensors will so notify Licensee and Licensee may bring such suit provided that (1) there are no other licensees of any of the Licensed Patents and (2) Licensors has not commenced suit for enforcement of the Licensed Patents pursuant to 9.4 below. Settlement of any suit brought by Licensee will require the consent of Licensors and Licensee, which neither will unreasonably withhold from the other, and any settlement amount or recovery for damages will be applied as follows: (i) first, to reimburse the Parties for their expenses in connection with the litigation, including compensation for the time and expenses of any Licensors and Licensee’s personnel involved in the suit in accordance with an agreement entered into between the Parties before such suit is brought, and (ii) second, the Parties will share any monies remaining in accordance with an agreement entered into between the Parties before such suit is brought. 9.4 Licensors will have the right in its absolute discretion during the Term of this Agreement to commence suits for infringement of the Licensed Patents for any infringement outside the Field of Use. 9.5 Notwithstanding the pendency of any infringement or other claim or action by or against Licensee, Licensee will have no right to reduce, terminate, suspend or escrow payment of any amounts required to be paid to Licensors pursuant to this Agreement. * Confidential treatment requested UT-B #PLA 1562 and UC-A #IPA 0749 RRS/MTF

Infringement. 9.1 Licensee will notify Licensors (a) LICENSOR agrees to enforce its patents within the PATENT RIGHTS from infringement and ▇▇▇ infringers when in writing its sole judgement such action may be reasonably necessary, proper and justified. (b) Notwithstanding the provisions of any suspected Article 9(a) above, provided LICENSEE shall have supplied LICENSOR with evidence comprising a prima facie case of infringement of the Licensed Patents PATENT RIGHTS by a third party hereto SELLING significant quantities of products in competition with LICENSEE’s, an AFFILIATE’s, or SUBLICENSEE’s SALE of LICENSED PRODUCTS hereunder, LICENSEE shall be entitled to notify LICENSOR in writing requesting LICENSOR to take steps to enforce the Field PATENT RIGHTS and LICENSOR shall within three (3) months of Use, and each Party will inform the other of any evidence receipt of such suspected written request either: (i) cause said infringement within a reasonable time of obtaining such evidence.to terminate (including termination for whatever cause); or 9.2 Licensors will have (ii) initiate legal proceedings against the right during infringer; or (iii) grant LICENSEE the term of this Agreement right, at LICENSEE’s sole expense, to institute, prosecute, and settle at its own expense suits bring suit against the infringer for infringement of the Licensed Patents for PATENT RIGHTS. (c) In no event shall LICENSEE be entitled to invoke Article 9(b) above with respect to more than one alleged infringer in any infringement occurring within one country listed with the Field PATENT RIGHTS at any given time even though there be more than one such infringer in such country and the provisions of UseArticle 9(b) hereof shall not come into effect or continue in effect as to such country while LICENSOR is carrying on any such legal proceeding therein. (d) In the event either party hereto shall initiate or carry on legal proceedings to enforce the PATENT RIGHTS against an alleged infringer, as provided herein, the other party hereto shall fully co-operate with the party initiating or carrying on such proceedings. (e) In the event LICENSOR shall institute suit or other legal proceedings to enforce the PATENT RIGHTS, it shall have sole control of such suit. (f) In the event LICENSEE shall institute suite or other legal proceedings under Article 9(b) above to enforce the PATENT RIGHTS, LICENSOR shall be entitled to be represented by counsel of its choosing, at its sole expense, and if required by law, Licensee will join as party plaintiff in such suit. Where such suit is brought by Licensors, Licensors will LICENSEE shall be entitled to retain all damages for it as damages, an amount corresponding to its actual out-of-pocket legal expenses paid to third parties for conducting such suit or other legal proceedings and any other consideration recovered at successful conclusion shall pay to LICENSOR TWENTY-FIVE PERCENT (25%) of the suitbalance of such recovery. LICENSEE shall not discontinue or settle any such proceedings brought by it without obtaining the concurrence of LICENSOR and giving LICENSOR a timely opportunity to continue such proceedings in its own name, after having reimbursed the Licensors under its sole control, and the Licensee for any cost incurred in such suit (including compensation for the time and expenses of any Licensee’s personnel involved in the suit), such reimbursement being made on a prorated basis in the event such damages and other consideration are not sufficient to cover the costs incurred by both the Licensors and the Licensee. 9.3 at its sole expense. In the event Licensors decides LICENSOR does not to bring any concur in such suitsettlement, Licensors will so notify Licensee and Licensee may bring it must continue such suit provided that (1) there are no other licensees of any of the Licensed Patents and (2) Licensors has not commenced suit for enforcement of the Licensed Patents pursuant to 9.4 below. Settlement of any suit brought by Licensee will require the consent of Licensors and Licensee, which neither will unreasonably withhold from the other, and any settlement amount or recovery for damages will be applied as follows: (i) first, to reimburse the Parties for their expenses in connection with the litigation, including compensation for the time and expenses of any Licensors and Licensee’s personnel involved in the suit in accordance with an agreement entered into between the Parties before such suit is brought, and (ii) second, the Parties will share any monies remaining in accordance with an agreement entered into between the Parties before such suit is brought. 9.4 Licensors will have the right proceeding in its absolute discretion during the Term own name, under its sole control and expense within three (3) months of this Agreement being given notice by LICENSEE of its desire to commence suits for infringement of the Licensed Patents for any infringement outside the Field of Usesettle or LICENSEE shall be entitled to settle without LICENSOR’s concurrence. 9.5 Notwithstanding the pendency of any infringement or other claim or action by or against Licensee, Licensee will have no right to reduce, terminate, suspend or escrow payment of any amounts required to be paid to Licensors pursuant to this Agreement. * Confidential treatment requested UT-B #PLA 1562 and UC-A #IPA 0749 RRS/MTF

Infringement. 9.1 Licensee 11.1 LICENSEE shall notify ARM immediately upon learning of any claim which may be made or threatened that the exercise by LICENSEE of the rights hereby licensed constitutes an infringement of the patent, copyright, maskwork right, or trade secret (together “Rights”) of a third party and will notify Licensors not take any action in relation to such claim which may be prejudicial to the interests of ARM without the written consent of ARM. 11.2 ARM agrees that it will, at its expense, timely defend any suit instituted against LICENSEE and shall indemnify LICENSEE against any award of damages and costs made against LICENSEE in any such suit insofar as the same is based on a claim that the exercise by LICENSEE of its licensed rights under Clause 2.1, infringes any Right of a third party, provided that LICENSEE gives ARM timely notice in writing of any suspected infringement the institution of such suit and permits ARM through ARM’s lawyers of choice to defend the same and LICENSEE provides all available information, assistance and authority to so defend. ARM shall have control of the Licensed Patents in the Field defence of Use, and each Party will inform the other of any evidence of such suspected infringement within a reasonable time of obtaining such evidence. 9.2 Licensors will have the right during the term of this Agreement to institute, prosecute, and settle at its own expense suits for infringement of the Licensed Patents for any infringement occurring within the Field of Use, and if required by law, Licensee will join as party plaintiff in such suit. Where such suit is brought by Licensors, Licensors will be entitled to retain all damages and any other consideration recovered at successful conclusion of the suit, after having reimbursed the Licensors and the Licensee for any cost incurred in such suit (including compensation for the time and expenses of any Licensee’s personnel involved in the suit), such reimbursement being made on a prorated basis in the event such damages and other consideration are not sufficient to cover the costs incurred by both the Licensors and the Licensee. 9.3 In the event Licensors decides not to bring any such suit, Licensors will so notify Licensee including appeals, and Licensee may bring such of all negotiations for settlement, including the right to effect the settlement or compromise thereof. 11.3 In the event that rights licensed to LICENSEE under Clause 2.1 are, in any suit for infringement of any Right of a third party, held to constitute an infringement, ARM shall, at its option and expense, procure for LICENSEE the right to continue exercising its rights under Clause 2.1, or, to the extent commercially practicable, replace or modify the ARM Transfer Materials, as appropriate, provided that (1) there are no other licensees of any such replacement or modification of the Licensed Patents and (2) Licensors has ARM Transfer Materials maintain compatibility, so that the exercise by LICENSEE of its rights under Clause 2.1, does not commenced suit for enforcement of the Licensed Patents pursuant constitute an infringement. 11.4 ARM shall have no liability under this Clause 11 with respect to 9.4 below. Settlement of any suit brought by Licensee will require or claim to the consent of Licensors and Licensee, which neither will unreasonably withhold from the other, and extent that infringement is due solely to; ARM shall have no liability under this Clause for any settlement amount or recovery for damages will be applied as follows: infringement arising from; (i) first, to reimburse the Parties for their expenses in connection combination of the ARM Transfer Materials with the litigation, including compensation for the time and expenses of any Licensors and Licensee’s personnel involved in the suit in accordance with an agreement entered into between the Parties before other products not supplied by ARM if such suit is brought, and infringement arises exclusively from such combination; (ii) secondthe modification of the ARM Transfer Materials unless the modification was made or approved by ARM if such infringement arises exclusively from modification; (iii) any manufacturing process applied to the ARM Transfer Materials by LICENSEE or LICENSEE’s agent; or (iv) compliance by ARM with the LICENSEE requirement specification where such compliance necessarily lead to such infringement. 11.5 LICENSEE agrees that it will, the Parties will share at its expense, timely defend any monies remaining suit instituted against ARM and shall indemnify ARM against any award of damages and costs made against ARM in accordance with an agreement entered into between the Parties before any such suit insofar as the same is brought. 9.4 Licensors will based on a claim that; (i) the combination of the ARM Transfer Materials with other products not supplied by ARM if such infringement arises exclusively from such combination; (ii) the modification of the ARM Transfer Materials unless the modification was made or approved by ARM if such infringement arises exclusively from modification; (iii) any manufacturing process applied to the ARM Transfer Materials by LICENSEE; or (iv) compliance by ARM with the LICENSEE requirement specification where such compliance necessarily lead to infringement, infringes any Right of a third party, provided that ARM gives LICENSEE timely notice in writing of the institution of such suit and permits LICENSEE through LICENSEE’s lawyers of choice to defend the same and ARM provides, at ARM’s expense, all available information, assistance and authority to so defend. LICENSEE shall have control of the defence of any such suit, including appeals, and of all negotiations for settlement, including the right in its absolute discretion during to effect the Term of this Agreement to commence suits for infringement of the Licensed Patents for any infringement outside the Field of Use. 9.5 settlement or compromise thereof. Notwithstanding the pendency foregoing, LICENSEE shall not be liable under the indemnification provided in this Clause 11.5 unless it is held in any suit that the infringement has been caused by the wilful action of any infringement or other claim or action by or against Licensee, Licensee will have no right to reduce, terminate, suspend or escrow payment of any amounts required to be paid to Licensors pursuant to this Agreement. * Confidential treatment requested UT-B #PLA 1562 and UC-A #IPA 0749 RRS/MTFLICENSEE.

Infringement. 9.1 Licensor agrees to indemnify and hold Licensee will notify Licensors in writing and its directors, officers, employees and agents, harmless against any and all claims, demands, actions, losses, liabilities, judgments, settlements, awards and costs (including reasonable attorneys' fees and expenses) (collectively, "Liabilities") arising out of or related to any claim against Licensee by a third party that Licensee's use or possession of the Application Software (or the license granted to Licensee hereunder with respect thereto), infringes or violates any United States patent, copyright or other proprietary right of any suspected infringement third party; provided that Licensee gives Licensor prompt notice of the Licensed Patents any such claim of which it has actual knowledge and cooperates fully with Licensor in the Field of Use, and each Party will inform the other of any evidence defense of such suspected infringement within a reasonable time of obtaining such evidence. 9.2 Licensors will claim. Licensor shall have the exclusive right during the term of this Agreement to institute, prosecute, defend and settle at its own sole discretion and expense all suits for infringement or proceedings arising out of the Licensed Patents for foregoing. Licensee shall not have the right to settle any infringement occurring within action, claim or threatened action without the Field prior written consent of Use, Licensor (at Licensor's sole and if required by law, Licensee will join as party plaintiff in such suitabsolute discretion). Where such suit is brought by Licensors, Licensors will be entitled to retain all damages and any other consideration recovered at successful conclusion In case use of the suitApplication Software is forbidden by a court of competent jurisdiction because of proprietary infringement, after having reimbursed the Licensors and the Licensee for any cost incurred in such suit (including compensation for the time and expenses of any Licensee’s personnel involved in the suit)Licensor shall promptly, such reimbursement being made on a prorated basis in the event such damages and other consideration are not sufficient to cover the costs incurred by both the Licensors and the Licensee. 9.3 In the event Licensors decides not to bring any such suitat its option, Licensors will so notify Licensee and Licensee may bring such suit provided that (1) there are no other licensees of any of the Licensed Patents and (2) Licensors has not commenced suit for enforcement of the Licensed Patents pursuant to 9.4 below. Settlement of any suit brought by Licensee will require the consent of Licensors and Licensee, which neither will unreasonably withhold from the other, and any settlement amount or recovery for damages will be applied as follows: (i) firstprocure for Licensee the rights to continue using the Application Software; (ii) replace the infringing Application Software with non-infringing Application Software of equal performance and quality which are materially the functional equivalent of the infringing Application Software; (iii) modify the infringing Application Software so it becomes non-infringing while materially maintaining the functionality thereof; or (iv) if none of the foregoing are commercially practicable, remove the System and terminate the Marketing Agreement and this License Agreement Licensor will then be released from any further obligation whatsoever to reimburse Licensee with respect to the Parties infringing part of the Application Software. Nothing in this Section shall be deemed to make Licensor liable for their expenses any patent or copyright infringement suits that arise in connection with (a) designs, modifications, use, integration or data furnished by Licensee if infringement would have been avoided by not using or combining the litigation, including compensation for Application Software with such other programs or data or (b) if infringement would have been avoided by the time and expenses use of any Licensors and an updated version made available to Licensee’s personnel involved in the suit in accordance with an agreement entered into between the Parties before such suit is brought, and (ii) second, the Parties will share any monies remaining in accordance with an agreement entered into between the Parties before such suit is brought. 9.4 Licensors will have the right in its absolute discretion during the Term of this Agreement to commence suits for infringement of the Licensed Patents for any infringement outside the Field of Use. 9.5 Notwithstanding the pendency of any infringement or other claim or action by or against Licensee, Licensee will have no right to reduce, terminate, suspend or escrow payment of any amounts required to be paid to Licensors pursuant to this Agreement. * Confidential treatment requested UT-B #PLA 1562 and UC-A #IPA 0749 RRS/MTF

Infringement. 9.1 Licensee 6.2.1 In the event that RevitaLid has reason to believe that a third party is infringing upon a Licensed Patent, RevitaLid will promptly notify Licensors Licensor in writing of any suspected such alleged infringement. In the event that Licensor has reason to believe that a third party is infringing upon a Licensed Patent and that the infringement could have a materially adverse impact on RevitaLid’s use of a Licensed Product (“Adverse Infringement”), Licensor will promptly notify RevitaLid in writing of such alleged Adverse Infringement. If a third party alleges or asserts that one or more claims of the Licensed Patents Patent is invalid, this event shall be deemed to be an Adverse Infringement and Licensor will promptly notify RevitaLid in the Field of Use, and each Party will inform the other of any evidence writing of such suspected event. 6.2.2 After receipt of notification from RevitaLid as set forth above or after Licensor otherwise learns of a potential infringement, Licensor will investigate such third party infringement and will obtain sufficient facts and information concerning the same in sufficient detail to permit a complete infringement determination to be made. If such third party is infringing the Licensed Patent, Licensor shall have the first right, but not the obligation, at its own expense, to endeavor to ▇▇▇▇▇ such infringement. If such infringement is an Adverse Infringement, Licensor will provide RevitaLid with copies of all correspondence relating to its efforts to ▇▇▇▇▇ such infringement. 6.2.3 In the event that Licensor is unable to terminate such infringement within a reasonable time period of obtaining such evidence. 9.2 Licensors will time, Licensor shall have the right during first right, but not the term of this Agreement obligation, to institute, prosecute, and settle commence a patent infringement action against such infringer at its own expense suits for infringement of the Licensed Patents for and will retain any infringement occurring within the Field of Userecovery from such litigation. In this regard, and if required by law, Licensee will join as party plaintiff in such suit. Where such suit is brought by Licensors, Licensors will be entitled RevitaLid agrees to retain all damages and any other consideration recovered at successful conclusion of the suit, after having reimbursed the Licensors and the Licensee for any cost incurred in such suit (including compensation for the time and expenses of any Licensee’s personnel involved in the suit), such reimbursement being made on a prorated basis in the event such damages and other consideration are not sufficient to cover the costs incurred by both the Licensors and the Licensee. 9.3 In the event Licensors decides not cooperate with Licensor to bring any such suitsuit to a successful conclusion. If such infringement is an Adverse Infringement, Licensors Licensor will so notify Licensee consult with RevitaLid throughout the litigation as to its course of action with respect thereto and Licensee may bring such suit provided that (1) there are no other licensees of will not enter into any of the Licensed Patents and (2) Licensors has not commenced suit for enforcement of the Licensed Patents pursuant to 9.4 below. Settlement of settlement agreement with any suit brought by Licensee will require third party without first obtaining the consent of Licensors and LicenseeRevitaLid to such settlement agreement, which neither will consent shall not be unreasonably withhold from withheld, conditioned or delayed. 6.2.4 In the otherevent that Licensor determines that such third party is infringing a Licensed Patent in an Adverse Infringement, but chooses not to commence a patent infringement action against such infringer, RevitaLid shall have the right to bring suit at its own expense to terminate such infringement. Licensor agrees to join such suit as a party plaintiff and any settlement amount or recovery for damages will be applied as follows: (i) firstto cooperate with RevitaLid, to reimburse the Parties for their expenses at its own expense, in connection with the conduct of such litigation. RevitaLid shall retain all recovery from such litigation. RevitaLid shall indemnify Licensor against any order for costs that may be made against Licensor in such proceedings unless such costs are assessed based on acts, including compensation for other than the time and expenses act of any Licensors and Licensee’s personnel involved in the suit in accordance with an agreement entered entering into between the Parties before such suit is broughtthis Agreement, and (ii) second, the Parties will share any monies remaining in accordance with an agreement entered into between the Parties before such suit is broughtof Licensor or its agents. 9.4 Licensors will 6.2.5 RevitaLid shall have the right in its absolute discretion during the Term of this Agreement to commence suits for infringement of the Licensed Patents for any infringement outside the Field of Use. 9.5 Notwithstanding the pendency of any infringement or other claim or action by or against Licensee, Licensee will have no right to reduce, terminate, suspend or escrow payment of any amounts required to be paid to Licensors pursuant to this Agreement. * Confidential treatment requested UT-B #PLA 1562 represented in any Adverse Infringement by counsel of its own selection and UC-A #IPA 0749 RRS/MTFat its own expense.

Infringement. 9.1 Licensee 12.1 Each Party will notify Licensors promptly inform the other Party in writing of any suspected alleged infringement by a third party of any of the WFUHS Patent Rights within the Licensed Patents in the Field of UseField, and each provide such other Party with any available evidence of infringement. Neither Party will inform settle or compromise any claim or action described in this Article 12 in a manner that imposes any restrictions, limitations, responsibilities or obligations on the other of any evidence of such suspected infringement within a reasonable time of obtaining such evidenceParty without the other Party’s express written consent. 9.2 Licensors 12.2 During the Duration, Tengion will have the right during the term of this Agreement to institute, prosecute, and settle prosecute at its own expense suits for infringement any infringements of the Licensed Improvement Patents for any infringement occurring within the Field and, in furtherance of Usesuch prosecution, and if required by law, Licensee will Tengion may join WFUHS as a party plaintiff in such suit. Where such suit is brought by Licensors, Licensors will be entitled to retain all damages and any other consideration recovered at successful conclusion of the suit, after having reimbursed the Licensors and the Licensee for any cost incurred in such suit (including compensation for the time and expenses of any Licensee’s personnel involved in the suit), such reimbursement being made on a prorated basis in the event such damages and other consideration are not sufficient to cover the costs incurred by both the Licensors and the Licensee. 9.3 In the event Licensors decides not to bring any such suit, Licensors without expense to WFUHS. Similarly, during the Duration, Tengion will so notify Licensee and Licensee may bring such suit provided that (1) there are no other licensees have the right to defend at its own expense any infringement action or declaratory judgment action alleging invalidity or noninfringement of any of the Improvement Patents, and, in furtherance thereof, Tengion may join WFUHS as a party in any such suit, without expense to WFUHS. The total cost of any such action commenced or defended solely by Tengion will be borne by Tengion. Any recovery of damages by Tengion as a result of such action shall be applied first in satisfaction of any reasonable unreimbursed expenses and attorneys’ fees of Tengion relating to the action, and second in satisfaction of reasonable unreimbursed legal expenses and attorneys’ fees of WFUHS, if any, relating to the action and incurred as a result of being joined as a party by Tengion. The balance remaining from any such recovery shall be allocated between Tengion and WFUHS in accordance with Article 3 hereof as if such balance represented Net Sales of a Licensed Patents Product utilizing the patents in question. 12.3 If, within one hundred eighty (180) days after having been notified of any alleged infringement of any Improvement Patent, Tengion has been unsuccessful in persuading the alleged infringer to desist, and (2) Licensors has not commenced brought, or otherwise is not diligently prosecuting, an infringement action, or if Tengion notifies WFUHS at any time prior thereto of its intention not to bring suit against any alleged infringer that has not been licensed by Tengion under any Improvement Patent(s), then, and in those events only, WFUHS will have the right, but not the obligation, to prosecute at its own expense such infringement of such Improvement Patent(s), and WFUHS may, for enforcement such purposes, use the name of Tengion as a party plaintiff (without expense to Tengion). Settlement, consent judgment or other voluntary final disposition of the Licensed Patents pursuant to 9.4 below. Settlement of any suit brought may be entered into by Licensee will require WFUHS without the consent of Licensors and Licensee, which neither Tengion; provided such settlement does not impose any obligation for the payment of money or the taking of any action on Tengion. The total cost of any such infringement action commenced or defended solely by WFUHS will unreasonably withhold from the otherbe borne by WFUHS, and WFUHS will keep any settlement amount recovery or recovery damages, for damages will be applied as follows: (i) firstpast infringement or otherwise, to reimburse derived therefrom. * Confidential Treatment Requested 27 12.4 In the Parties for their expenses in connection with the litigation, including compensation for the time and expenses event that a declaratory judgment action alleging invalidity or noninfringement of any Licensors and Licensee’s personnel involved in the suit in accordance with an agreement entered into between the Parties before such suit Improvement Patent(s) is broughtbrought against Tengion, and (ii) secondTengion declines to defend the same or otherwise is not diligently defending such action, the Parties will share any monies remaining then, and in accordance with an agreement entered into between the Parties before such suit is brought. 9.4 Licensors those events only, WFUHS, at its option, will have the right to intervene and take over the sole defense of the action at its own expense (and without expense to Tengion), and whereupon WFUHS will keep any recovery and damages derived therefrom or from any counterclaims asserted therein. Further, WFUHS will then have the sole right in its absolute discretion during such event to delete from the Term of license granted to Tengion under this Agreement for the territory covered thereby the U.S. or foreign Improvement Patent(s) as to commence suits for infringement of which the Licensed Patents for declaratory action alleging invalidity or noninfringement was filed. WFUHS shall then be free to license or otherwise exploit its rights to such Improvement Patent(s) to any other party on any other terms. 12.5 In any infringement outside the Field of Use. 9.5 Notwithstanding the pendency of suit brought or declaratory judgment action or infringement action defended by either Party to protect any infringement or other claim or action by or against Licensee, Licensee will have no right to reduce, terminate, suspend or escrow payment of any amounts required to be paid to Licensors Improvement Rights pursuant to this Agreement, the other Party will, at the request and expense of the Party controlling such suit and at such Party’s expense, cooperate in all respects and, to the extent possible, have its employees testify when requested and make available relevant records, papers, information, samples, specimens, and the like. 12.6 Tengion shall, during the Duration, have the sole right, subject to the terms and conditions of this Agreement, to sublicense any alleged infringer for future use of the Improvement Patents to the extent licensed by this Agreement. * Confidential treatment requested UT-B #PLA 1562 Any upfront fees paid to Tengion as part of such a sublicense shall be shared between Tengion and UC-A #IPA 0749 RRS/MTFWFUHS as provided in Article 3.2 hereof.

Infringement. 9.1 Licensee will notify Licensors in writing of any suspected infringement 14.1 Subject to Article 13.3 hereof, NTI and ▇▇▇▇ shall render to CMCC all reasonable assistance as may be required to preserve the validity and enforceability of the Licensed CMCC Patents in the Field of Use, Territory. NTI and each Party will inform the other of any evidence of such suspected infringement within a reasonable time of obtaining such evidence. 9.2 Licensors will have the right during the term of this Agreement to institute, prosecute, and settle at its own expense suits for infringement of the Licensed Patents for any infringement occurring within the Field of Use, and if required by law, Licensee will join as party plaintiff ▇▇▇▇ shall promptly notify CMCC in such suit. Where such suit is brought by Licensors, Licensors will be entitled to retain all damages and any other consideration recovered at successful conclusion of the suit, after having reimbursed the Licensors and the Licensee for any cost incurred in such suit (including compensation for the time and expenses of any Licensee’s personnel involved in the suit), such reimbursement being made on a prorated basis in the event such damages and other consideration are not sufficient to cover the costs incurred by both the Licensors and the Licensee. 9.3 In the event Licensors decides not to bring any such suit, Licensors will so notify Licensee and Licensee may bring such suit provided that (1) there are no other licensees of any of the Licensed Patents and (2) Licensors has not commenced suit for enforcement of the Licensed Patents pursuant to 9.4 below. Settlement of any suit brought by Licensee will require the consent of Licensors and Licensee, which neither will unreasonably withhold from the other, and any settlement amount or recovery for damages will be applied as follows: writing (i) first, to reimburse the Parties for their expenses in connection with the litigation, including compensation for the time and expenses of any Licensors and Licensee’s personnel involved in all infringements, imitations, illegal use, misuse, or misappropriation, by any third party of the suit in accordance with an agreement entered into between the Parties before such suit is broughtCMCC Patents which come to their attention, and (ii) secondof any claims or objections that ▇▇▇▇ and/or NTI’s use of the CMCC Patents hereunder may or will infringe the copyrights, patents, designs, trademarks or other proprietary rights of any other third party. CMCC as the Parties owner or authorized licensee of the CMCC Patents, shall be responsible for taking any action or initiating any proceedings which CMCC, in its sole discretion, determines to be necessary or appropriate to prevent any infringement of the CMCC Patents, and NTI and ▇▇▇▇ shall provide CMCC with such assistance as may be reasonably requested in connection with any such action or proceeding. 14.2 If CMCC fails to or decides not to take any action or to initiate proceedings necessary to prevent the infringement of the CMCC Patents within sixty (60) days after written notice of such infringement, ▇▇▇▇ shall have the right to take such action or to initiate such proceedings to enforce and/or defend the CMCC Patents. In the event that ▇▇▇▇ undertakes the enforcement and/or the defense of the CMCC Patents by litigation, ▇▇▇▇ may withhold the one-half of the payments otherwise due to CMCC under Article 8 hereof and apply the same toward reimbursement of ▇▇▇▇’ expenses, including reasonable attorney’s fees, in connection therewith. Subject to these set-off rights of ▇▇▇▇ to recover costs and expenses of the infringement litigation, any damages recovered by ▇▇▇▇ in such litigation will share any monies remaining be allocated among the parties in accordance with an agreement entered into between the Parties before such suit is broughtpercentage share of the Royalty Income as set forth in Exhibit C hereto. 9.4 Licensors will have 14.3 NTI and CMCC shall render to ▇▇▇▇ all reasonable assistance as may be required to preserve the right validity and enforceability of ▇▇▇▇’ rights, title and interests in and to the ▇▇▇▇ Patents or other Intellectual Property Rights in its absolute discretion during the Term Products. NTI and CMCC agree that they shall promptly notify ▇▇▇▇ in writing (i) of this Agreement to commence suits for infringement any and all infringements, imitations, illegal use, misuse, or misappropriation, by any third party of the Licensed ▇▇▇▇ Patents or other Intellectual Property Rights which come to its attention, and (ii) of any claims or objections that any use of the ▇▇▇▇ Patents or other Intellectual Property Rights, if any, may or will infringe the copyrights, patents, designs, trademarks or other proprietary rights of any other third party. ▇▇▇▇ as the owner or authorized licensee of the ▇▇▇▇ Patents or other Intellectual Property Rights, shall be responsible for taking any action or initiating any proceedings which ▇▇▇▇, in its sole discretion, determines to be necessary or appropriate to prevent any infringement outside the Field of Use▇▇▇▇ Patents and/or other Intellectual Property Rights, and NTI and CMCC shall provide ▇▇▇▇ with such assistance as may be reasonably requested by ▇▇▇▇ in connection with any such action or proceeding. 9.5 Notwithstanding the pendency of any infringement or other claim or action by or against Licensee, Licensee will have no right to reduce, terminate, suspend or escrow payment of any amounts required to be paid to Licensors pursuant to this Agreement. * Confidential treatment requested UT-B #PLA 1562 and UC-A #IPA 0749 RRS/MTF

Infringement. 9.1 7.1 Licensee will notify Licensors or Licensor shall promptly inform the other in writing of any suspected patent infringement of the Licensed Patents in the Field of Use, by a third party and each Party will inform the other of any provide available evidence of such suspected infringement within a reasonable time of obtaining such evidenceinfringement. 9.2 Licensors will 7.2 During the Agreement Term, Licensor shall have the right during the term of this Agreement right, but shall not be obligated, to institute, prosecute, and settle prosecute at its own expense suits for infringement all infringements of the Licensed Patents for any infringement occurring within the Field Patent Rights and, in furtherance of Use, and if required by lawsuch right, Licensee will join hereby agrees that Licensor may include Licensee as a party plaintiff in such suit. Where such suit is brought by Licensors, Licensors will be entitled to retain all damages and any other consideration recovered at successful conclusion of the suit, after having reimbursed the Licensors and the Licensee for any cost incurred in such suit (including compensation for the time and expenses of any Licensee’s personnel involved in the suit), such reimbursement being made on a prorated basis in the event such damages and other consideration are not sufficient to cover the costs incurred by both the Licensors and the Licensee. 9.3 In the event Licensors decides not to bring any such suit, Licensors will so without expense to Licensee. The total cost of any such infringement action commenced or defended solely by Licensor shall be borne by Licensor and Licensor shall keep any recovery or damages for past infringement derived therefrom. 7.3 If within six (6) months after having been notified of any alleged infringement, Licensor shall have been unsuccessful in persuading the alleged infringer to desist and shall not have brought an infringement action, or if Licensor shall notify Licensee at any time prior thereto of its intention not to bring suit against any alleged infringer, then, and in those events only, Licensee shall have the right, but shall not be obligated, to prosecute at its own expense any infringement of the Patent Rights, and Licensee may may.. for such purposes, use the name of Licensor as party plaintiff; provided 'however, that such right to bring such an infringement action shall remain in effect only for so long as the license granted herein remains exclusive. No settlement, consent judgment or other voluntary final disposition of the suit provided may be entered into without the consent of Licensor, which consent shall not unreasonably be withheld. Licensee shall indemnify Licensor against any order for costs that (1) there are no other licensees may be made against Licensor in such proceedings. 7.4 Any recovery of damages from any suit shall be retained by the party who funded and prosecuted at its expense the infringement of the Patent Rights pursuant to 7.2 or 7.3 herein. 7.5 In the event that a declaratory judgment action alleging invalidity or non-infringement of any of the Licensed Patents and (2) Licensors has not commenced suit for enforcement of the Licensed Patents pursuant to 9.4 below. Settlement of any suit Patent Rights shall be brought by Licensee will require the consent of Licensors and Licensee, which neither will unreasonably withhold from the other, and any settlement amount or recovery for damages will be applied as follows: (i) first, to reimburse the Parties for their expenses in connection with the litigation, including compensation for the time and expenses of any Licensors and Licensee’s personnel involved in the suit in accordance with an agreement entered into between the Parties before such suit is brought, and (ii) second, the Parties will share any monies remaining in accordance with an agreement entered into between the Parties before such suit is brought. 9.4 Licensors will have the right in its absolute discretion during the Term of this Agreement to commence suits for infringement of the Licensed Patents for any infringement outside the Field of Use. 9.5 Notwithstanding the pendency of any infringement or other claim or action by or against Licensee, Licensee will Licensor, at its option, shall have no right the right, within thirty (30) days after commencement of such action, to reduce, terminate, suspend or escrow payment intervene and take over the sole defense of the action at its own expense. 7.6 In any amounts required infringement suit as either party may institute to be paid to Licensors enforce the Patent Rights pursuant to this Agreement, the other party hereto shall, at the request and expense of the party initiating such suit, cooperate in all respects and, to the extent possible, have its employees testify when requested and make available relevant records, papers, information, samples, specimens, and the like. 7.7 Licensee, during the period of this Agreement, shall have the sole right in accordance with the terms and conditions herein to sublicense any alleged infringer for future use of the Patent Rights. * Confidential treatment requested UTAny up-B #PLA 1562 front fees as part of such a sublicense shall be shared equally between Licensee and UC-A #IPA 0749 RRS/MTFLicensor; other royalties shall be treated per Section 3.

Infringement. 9.1 Licensee will notify Licensors in writing of 5.4.1 If a Party believes that an infringement by a Third Party with respect to any suspected infringement of Institutions’ Patent Right is occurring or may potentially occur, the Licensed Patents in the Field of Use, and each knowledgeable Party will inform provide the other Party or Parties, as applicable, with (a) written notice of any such infringement or potential infringement and (b) evidence of such suspected infringement within or potential infringement (the “Infringement Notice”). During the period in which, and in the jurisdiction where, Licensee has exclusive rights under this Agreement, no Party will notify such a reasonable time Third Party (including the infringer) of infringement or put such Third Party on notice of the existence of Institutions’ Patent Rights without first obtaining the written consent of the other Party or Parties, as applicable. If Licensee puts such evidenceinfringer on notice of the existence of any Institutions’ Patent Rights without the prior written consent of Penn or Institutions, as applicable, then Licensee’s right to initiate a suit under Section 5.4.2 below will terminate immediately without the obligation of Institutions to provide notice to Licensee. Penn and Licensee or Institutions and Licensee, as applicable, will use their diligent efforts to cooperate with each other to terminate such infringement without litigation. 9.2 Licensors will have 5.4.2 During the right during the term of this Agreement to institute, prosecuteperiod in which, and settle at its own expense suits in the jurisdiction where, Licensee has exclusive rights under this Agreement, Licensee may institute suit for patent infringement against the infringer after providing Penn, or Institutions, as applicable, (a) a written estimate of the Licensed Patents expenses that would be reasonably incurred in connection with such action, including an estimate from an outside law firm regarding the legal costs associated with such suit and (b) financial records reasonably sufficient to reasonably demonstrate that Licensee has the financial wherewithal to pay such expenses as they fall due through the conclusion of such suit by means of judgment or other final non-appealable decision. Institutions may voluntarily join such suit at Licensee’s reasonable expense (provided that, for clarity, CHOP may only voluntarily join suits relating to Joint Patent Rights), but may not thereafter commence suit against the infringer for the acts of infringement that are the subject of Licensee’s suit or any infringement occurring within the Field of Use, and if required by law, Licensee will join as party plaintiff judgment rendered in such suit. Where Licensee may not join Institutions in a suit initiated by Licensee without Institutions’ prior written consent, such consent not to be unreasonably withheld. If in a suit initiated by Licensee, either Institution is brought involuntarily joined, then Licensee will pay any documented costs incurred by Licensorssuch Institution arising out of such suit, Licensors will including any legal fees of counsel that such Institution selects and retains to represent it in the suit. Licensee shall be entitled free to retain all damages enter into a settlement, consent judgment or other voluntary disposition, provided that any settlement, consent judgment or other voluntary disposition that (i) limits the scope, validity or enforcement of Institutions’ Patent Rights or (ii) admits fault or wrongdoing on the part of Licensee or an Institution must be approved in advance by such applicable Institution in writing (such approval not to be 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 consideration recovered at successful conclusion information material to such settlement. Such applicable Institution shall provide Licensee notice of the suit, after having reimbursed the Licensors and the Licensee for any cost incurred in such suit (including compensation for the time and expenses its approval or denial within [****] of any request for such approval by Licensee’s personnel involved in the suit), such reimbursement being made on a prorated basis provided that (x) in the event such damages applicable Institution wishes to deny such approval, such notice shall include a detailed written description of such applicable Institution’s reasonable objections to the proposed settlement, consent judgment, or other voluntary disposition and (y) such applicable Institution shall be deemed to have approved of such proposed settlement, consent judgment, or other consideration voluntary disposition in the event it fails to provide such notice within such [****] period in accordance herewith. 5.4.3 If and only if, within [****] following the date the Infringement Notice was provided, infringing activity of potential commercial significance has not been abated and if Licensee has not brought suit against the infringer, then Penn or the Institutions, as applicable, may institute suit for patent infringement against the infringer at Penn’s or Institutions’ expense. If Penn or the Institutions institutes such suit, then Licensee may not join such suit without the prior written consent of Penn or the Institutions, as applicable and may not thereafter commence suit against the infringer for the acts of infringement that are not sufficient the subject of Penn’s or the Institutions’ suit or any judgment rendered in such suit. 5.4.4 Notwithstanding Sections 5.4.2 and 5.4.3, in the event that any Institutions’ Patent Rights are infringed by a Third Party (a) prior to the First Commercial Sale of a Product in the United States or (b) if any of the infringed Institutions’ Patent Rights are also licensed by either Institution to a Third Party prior to any enforcement action being taken by any Party regarding such infringement, the Parties shall discuss, and will mutually agree, in writing, as to how to handle such infringement by such Third Party. 5.4.5 Any recovery or settlement received in connection with any suit will first be shared by Penn and Licensee or Institutions and Licensee, as applicable, equally to cover the any litigation costs incurred and next shall be paid to Penn, CHOP or Licensee to cover any litigation costs incurred by both any of the Licensors and Parties in excess of the Licensee. 9.3 In the event Licensors decides not to bring any such suit, Licensors will so notify Licensee and Licensee may bring such suit provided that (1) there are no other licensees litigation costs of any of the Licensed Patents and (2) Licensors has not commenced suit for enforcement of the Licensed Patents pursuant to 9.4 belowothers. Settlement of any suit brought by Licensee will require the consent of Licensors and Licensee, which neither will unreasonably withhold from the other, and any settlement amount or recovery for damages will Any remaining recoveries shall be applied allocated as follows: For any portion of the recovery or settlement, other than for amounts attributable and paid as enhanced damages for willful infringement: (ia) firstfor any suit that is initiated by Licensee and in which neither Institution was a party in the litigation, Penn shall receive [****] of the recovery and the Licensee shall receive the remainder; and (b) for any suit that is initiated by the Licensee, Penn or Institutions, and that the other Party or Parties joins voluntarily (but only to reimburse the extent such voluntary joining is allowed under this Agreement or expressly by the other Party or Parties in a separate agreement) or involuntarily, the non-initiating Party or Parties shall receive the percentage corresponding to its share of the total litigation costs incurred by each Party, but in no event shall the non-initiating Party or Parties joining voluntarily receive less than [****] of such recovery, while the initiating Party shall receive the remainder. For any portion of the recovery or settlement paid as enhanced damages for their expenses willful infringement: (c) for any suit that is initiated by Licensee or Penn or Institutions and the other Party or Parties joins voluntarily (but only to the extent such voluntary joining is allowed under this Agreement or expressly by the other Party or Parties in a separate agreement) or involuntarily, Penn shall receive [****] and Licensee shall receive the remainder; and (d) for any suit that is initiated by Licensee and in which Penn nor Institutions were a party in the litigation, Penn shall receive [****] and Licensee shall receive the remainder. For any portion of the recovery or settlement received in connection with any suit that is initiated by Penn or Institutions and in which the Licensee was not a party in the litigation, including compensation for any recovery in excess of litigation costs will belong to Penn. 5.4.6 Each Party will reasonably cooperate and assist with the time and expenses other in litigation proceedings instituted hereunder but at the expense of any Licensors and Licensee’s personnel involved in the Party or Parties who initiated the suit in accordance with an agreement entered into between the Parties before (unless such suit is broughtbeing jointly prosecuted by the Parties). For clarity, and (ii) second, the Parties will share any monies remaining in accordance with an agreement entered into between the Parties before such requirement does not require a Party to join a suit is brought. 9.4 Licensors will have the right in its absolute discretion during the Term of this Agreement to commence suits for infringement of the Licensed Patents for any infringement outside the Field of Use. 9.5 Notwithstanding the pendency of any infringement or other claim or action by or against Licensee, Licensee will have no right to reduce, terminate, suspend or escrow payment of any amounts unless otherwise specifically required to be paid to Licensors pursuant to under this Agreement. * Confidential treatment requested UTIf a Party is subjected to third party discovery related to the Institutions’ Patent Rights or Products licensed to Licensee hereunder in connection with a suit initiated by the other Party or Parties as applicable, the initiating Party or Parties as applicable will pay the non-B #PLA 1562 and UC-A #IPA 0749 RRS/MTFinitiating Party’s or Parties as applicable documented out of pocket expenses with respect to same.

Infringement. 9.1 Licensee will notify Licensors 14.1 In the event that either party shall learn of an infringement of any PATENT or TRADEMARK (including any act of unfair competition), that party shall call the other party's attention thereto in writing of any suspected infringement of the Licensed Patents in the Field of Use, and each Party will inform the shall provide such other of any party with reasonable evidence of such suspected infringement. Both parties shall use their best efforts in cooperation with each other to terminate such infringement without litigation. If the efforts of the parties are not successful in abating the infringement within a reasonable time sixty (60) days after the infringer has been formally notified of obtaining such evidence. 9.2 Licensors will the infringement, LICENSEE shall have the right during the term to: 14.1.1 Commence suit on LICENSEE's own account for infringement of this Agreement its exclusive rights, subject to instituteLICENSOR's right to fully participate in such suit, prosecute, and settle at its own expense suits for infringement of the Licensed Patents for any infringement occurring within the Field of Usecost, and if required by law, Licensee will join as party plaintiff in such suit. Where such suit is brought by Licensors, Licensors will be entitled order to retain all damages and any other consideration recovered at successful conclusion of the suit, after having reimbursed the Licensors and the Licensee for any cost incurred protect its rights; 14.1.2 Join with LICENSOR in such suit if LICENSOR brings suit pursuant to Section 14.2 below or; 14.1.3 Refuse to bring such suit; and LICENSEE shall give notice in writing to LICENSOR within thirty (including compensation 30) days after said sixty (60) day period of Section 14.1. 14.2 LICENSOR may bring suit for PATENT or TRADEMARK infringement on its own account, if LICENSEE elects not to commence or join in any suit. 14.3 Such legal action as is decided upon shall be at the time expense of the party bringing suit, and expenses all recoveries recovered thereby shall belong to such party, provided, however, that legal action brought jointly by LICENSOR and LICENSEE and fully participated in by both shall be at the joint expense of any Licensee’s personnel involved the parties, and all recoveries up to the amount of such expense, shall be shared jointly by them in proportion to the suit)share of expense paid by each party, such reimbursement being made on a prorated basis and in the event such recoveries include damages and or royalties in excess of expenses, the amount in excess of expenses shall be shared by the parties on a proportional basis as to their actual losses (for LICENSEE, lost gross profit; for LICENSOR, lost royalties). *CONFIDENTIAL TREATMENT HAS BEEN REQUESTED FOR REDACTED PORTIONS 11 14.4 Each party agrees to cooperate, in all reasonable respects as requested by the other consideration are not sufficient party in litigation proceedings instituted hereunder and, upon request of the party bringing suit, the other party shall make available to cover the costs incurred by both the Licensors party bringing suit all relevant records, papers, information, samples, specimens, and the Licenseelike which may be relevant and in its possession. The party bringing suit and incurring the majority of the associated costs shall have the right to control such litigation. 9.3 14.5 In the event Licensors decides not the making, using or selling of PRODUCTS is determined by a court of competent jurisdiction to bring any infringe one or more claims of a patent(s) owned by a third party, no royalty payments shall be due LICENSOR from the date such suitlawsuit is filed with respect to NET SALES in the territory where such third party's patent rights are applicable. All royalty payments shall be placed in an interest-bearing escrow account from the date that the lawsuit is filed and maintained therein until final judgment. Provided, Licensors will so notify Licensee and Licensee may bring however, that if such suit provided that (1) there are no other licensees of any infringement results in a license to LICENSEE which enables LICENSEE to continue making, using, or selling such PRODUCT in such part of the Licensed Patents and (2) Licensors has not commenced suit for enforcement of territory, then the Licensed Patents pursuant royalty payments due to 9.4 below. Settlement of any suit brought LICENSOR with respect to NET SALES in such territory following the date such lawsuit is filed or such settlement is reached shall be reduced by Licensee will require the consent of Licensors and Licensee, which neither will unreasonably withhold from the other, and any settlement amount damages and/or royalty payments paid or recovery for damages will be applied as follows: (i) first, to reimburse the Parties for their expenses in connection with the litigation, including compensation for the time and expenses of any Licensors and Licensee’s personnel involved in the suit in accordance with an agreement entered into between the Parties before such suit is brought, and (ii) second, the Parties will share any monies remaining in accordance with an agreement entered into between the Parties before such suit is brought. 9.4 Licensors will have the right in its absolute discretion during the Term of this Agreement to commence suits for infringement of the Licensed Patents for any infringement outside the Field of Use. 9.5 Notwithstanding the pendency of any infringement or other claim or action by or against Licensee, Licensee will have no right to reduce, terminate, suspend or escrow payment of any amounts required to be paid to Licensors pursuant such third party and the royalty payments to LICENSOR shall commence only after the full recovery by LICENSEE of its reasonable costs and expenses in defending such suit. In no event shall LICENSOR's earned royalty be reduced to less than [*] due to earned royalty payments made to third parties by LICENSEE. Should LICENSEE, be required to make additional payments to a third party under this Agreement. * Confidential treatment requested UT-B #PLA 1562 and UC-A #IPA 0749 RRS/MTFSection 14.5, the minimum royalty requirements provided for in section 3.3 shall not longer apply.

Infringement. 9.1 Licensee will notify Licensors in writing In the event that either party becomes aware of any actual or suspected infringement of any Licensed Patent by a third party as a result of the Licensed Patents manufacture, sale, distribution, offer for sale or use of any Product in any business channel and territory covered by Article II, paragraph 1 of this Agreement, it shall promptly notify the Field of Useother party in writing. AVON shall have the sole initial right, in its sole discretion, to bring THE SYMBOL [***] IS USED TO INDICATE THAT A PORTION OF THE EXHIBIT HAS BEEN OMITTED AND FILED SEPARATELY WITH THE COMMISSION, CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH RESPECT TO THE OMITTED PORTION. and prosecute suit against such third party, and each Party will inform the other of OMP shall cooperate, at AVON’s sole expense, in any evidence of such suspected infringement within a reasonable time of obtaining such evidence. 9.2 Licensors will have the right during the term of this Agreement to institute, prosecute, and settle at its own expense suits for infringement of the Licensed Patents for any infringement occurring within the Field of Use, and if required by law, Licensee will join as party plaintiff in such suit. Where Except to the extent provided for herein, all expenses of such suit is brought shall be borne by, and any recovery obtained or awarded shall belong to, AVON. After AVON has recovered all of its attorneys’ fees, court costs and damages for infringing sales made by Licensorssuch third party (calculated using the royalty rate set forth in Article III herein), Licensors will AVON shall pay to OMP out of such remaining, if any, recovery or award, all of OMP’s damages as a result of the infringement by such third party. Notwithstanding the foregoing, AVON shall not be required to pay to OMP any amount above such remaining, if any, recovery or award. In the event that AVON elects not to bring suit against such third party within three (3) months after learning of the actual or suspected infringement, and diligently prosecute such suit thereafter, OMP may, at OMP’s sole expense, and with AVON’s reasonable approval, bring suit against such third party and join AVON as a co-plaintiff. AVON agrees to cooperate with OMP in the prosecution of such suit at no cost or expense to AVON. OMP shall bear the full cost and expense of such suit, including enforcing and defending the Licensed Patents, and shall be entitled to retain all damages and any other consideration recovered at successful conclusion of the suit, after having reimbursed the Licensors and the Licensee for any cost incurred in such suit (including compensation for the time and expenses of any Licensee’s personnel involved in the suit), such reimbursement being made on a prorated basis in the event such damages and other consideration are not sufficient to cover the costs incurred by both the Licensors and the Licensee. 9.3 In the event Licensors decides not to bring any recovery from such suit, Licensors will so notify Licensee provided that, after OMP has recovered all of its attorney’s fees and Licensee may bring court costs, OMP shall first pay to AVON all the royalties due for sales of the infringing products at the royalty rate set forth in Article III herein. OMP shall not settle such suit provided in any way that (1) there are no shall affect the rights of AVON or the scope, validity or any other licensees of any aspect of the Licensed Patents and (2) Licensors has not commenced suit for enforcement of the Licensed Patents pursuant to 9.4 belowPatents. Settlement of any suit brought by Licensee will require the consent of Licensors and LicenseeTHE SYMBOL [***] IS USED TO INDICATE THAT A PORTION OF THE EXHIBIT HAS BEEN OMITTED AND FILED SEPARATELY WITH THE COMMISSION, which neither will unreasonably withhold from the other, and any settlement amount or recovery for damages will be applied as follows: (i) first, to reimburse the Parties for their expenses in connection with the litigation, including compensation for the time and expenses of any Licensors and Licensee’s personnel involved in the suit in accordance with an agreement entered into between the Parties before such suit is brought, and (ii) second, the Parties will share any monies remaining in accordance with an agreement entered into between the Parties before such suit is broughtCONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH RESPECT TO THE OMITTED PORTION. 9.4 Licensors will have the right in its absolute discretion during the Term of this Agreement to commence suits for infringement of the Licensed Patents for any infringement outside the Field of Use. 9.5 Notwithstanding the pendency of any infringement or other claim or action by or against Licensee, Licensee will have no right to reduce, terminate, suspend or escrow payment of any amounts required to be paid to Licensors pursuant to this Agreement. * Confidential treatment requested UT-B #PLA 1562 and UC-A #IPA 0749 RRS/MTF

Infringement. 9.1 8.1 Licensee will notify Licensors and CMCC shall each inform the other promptly in writing of any suspected alleged infringement known to it by a third party of the Licensed Patent Rights in the Field of Use and of any available evidence thereof. 8.2 Subject to the ION/NEWCO Sublicense Agreement dated December 3, 1997, Licensee or its Affiliate or Sublicensee shall have the first right, but not the obligation, to institute and prosecute at its own expense any infringement of the Licensed Patents in Patent Rights which falls, within the Field of Use. If Licensee, and each Party will inform the other of any evidence of its Sublicensee or its Affiliate fails to bring such suspected infringement action or proceedings within a reasonable period of two (2) months after receiving written notice of the infringement or if within such time of obtaining Licensee notifies CMCC that it intends not to bring such evidence. 9.2 Licensors will action, then CMCC shall have the right during right, but not the term of this Agreement obligation, to institute, prosecute, and settle prosecute at its own expense suits any such infringement of the Licensed Patent Rights. If Licensee, its Affiliate or Sublicensee brings such action then Licensee may reduce, by up to [**] percent ([**]%), the royalty due to CMCC which is earned under the Licensed Patent Rights by [**] percent ([**]%) of the amount of the expenses and costs of such action, including attorney fees. In the event that such [**] percent ([**]%) of such expenses and costs exceeds the amount of royalties withheld by Licensee for any calendar year, Licensee may to that extent reduce the royalties due to CMCC from Licensee in succeeding calendar years, but never by more than [**] percent ([**]%) of the royalty due in any one year. Recoveries or reimbursements from such action shall first be applied to reimburse CMCC, Licensee, its Affiliate, or its Sublicensee, ION and HARVARD, as applicable, for litigation costs, and then to reimburse CMCC for royalties withheld. If CMCC brings such action, then any remaining recoveries or reimbursements shall be retained by CMCC, after payment of any amounts due to HARVARD pursuant to the HARVARD/ION License Agreement. If Licensee, its Affiliate or its Sublicensee brings such action, then any remaining recoveries or reimbursements to CMCC by Licensee due shall be treated as Gross Compensation, after payment of any amounts due to HARVARD pursuant to the HARVARD/ION License Agreement. Notwithstanding anything to the contrary in the foregoing, Licensee shall reimburse CMCC, ION or HARVARD, as appropriate, for any costs incurred by CMCC, ION or HARVARD as part of an action brought by Licensee, its Affiliates or Sublicensees, irrespective of whether CMCC, ION or HARVARD become co-plaintiffs. CMCC shall reimburse Licensee for any costs Licensee incurs as part of an action brought by CMCC or its affiliates, irrespective of whether Licensee becomes a co-plaintiff. 8.3 Licensee shall have no right to institute or prosecute any infringement of the Sheffield Patent Rights which falls within NEWCO’s Field of Use. 8.4 Subject to the ION/NEWCO Sublicense Agreement dated December 3, 1997, in the event that NEWCO or its successors institutes an action for infringement of the Licensed Patents for any infringement occurring within the Patent Rights in Licensee’s Field of Use, and if required by law, CMCC hereby assigns to Licensee will join as any recoveries due to CMCC resulting from such action. 8.5 If CMCC is deemed to be an indispensable party plaintiff in such suit. Where such a suit is brought by LicensorsLicensee, Licensors pursuant to this paragraph, CMCC agrees to be named as a co-plaintiff. If HARVARD or ION is deemed to be an indispensable party in a suit brought by Licensee pursuant to this paragraph, then CMCC will endeavor to secure ION’s and HARVARD’s agreement to be entitled to retain all damages and any other consideration recovered at successful conclusion of the suit, after having reimbursed the Licensors and the Licensee for any cost incurred in such suit (including compensation for the time and expenses of any Licensee’s personnel involved in the suit), such reimbursement being made on named as a prorated basis in the event such damages and other consideration are not sufficient to cover the costs incurred by both the Licensors and the Licenseeco-plaintiff. 9.3 8.6 In the event Licensors decides not to bring any such suitthat a declaratory judgment action alleging invalidity, Licensors will so notify Licensee and Licensee may bring such suit provided that (1) there are no other licensees unenforceability or noninfringement of any of the Licensed Patents and (2) Licensors has not commenced suit for enforcement of the Licensed Patents pursuant to 9.4 below. Settlement of any suit Patent Rights shall be brought by Licensee will require the consent of Licensors and Licensee, which neither will unreasonably withhold from the other, and any settlement amount or recovery for damages will be applied as follows: (i) first, to reimburse the Parties for their expenses in connection with the litigation, including compensation for the time and expenses of any Licensors and Licensee’s personnel involved in the suit in accordance with an agreement entered into between the Parties before such suit is brought, and (ii) second, the Parties will share any monies remaining in accordance with an agreement entered into between the Parties before such suit is brought. 9.4 Licensors will have the right in its absolute discretion during the Term of this Agreement to commence suits for infringement of the Licensed Patents for any infringement outside the Field of Use. 9.5 Notwithstanding the pendency of any infringement or other claim or action by or against Licensee, Licensee will CMCC, at its option, shall have no right the right, within thirty (30) days after commencement of such action, to reduce, terminate, suspend or escrow payment intervene and participate in the defense of the action at its own expense. 8.7 In any amounts required infringement suit which either party may institute to be paid to Licensors enforce the Licensed Patent Rights pursuant to this Agreement, the other party hereto shall, at the request and the expense of the party initiating such suit, cooperate in all reasonable respects and, to the extent reasonably possible, have its employees testify when requested and make available relevant records, papers, information, samples, specimens, and the like. 8.8 Licensee shall during the exclusive period of this Agreement have the sole right subject to the terms and conditions hereof to sublicense any alleged infringer for future use of the Licensed Patent Rights. * Confidential treatment requested UTAny up-B #PLA 1562 front fees paid to Licensee as part of such a sublicense shall be treated as Gross Compensation as set forth in Article V. 8.9 If a third party obtains a judgment (consent or otherwise) against Licensee or its Affiliate, as applicable, or obtains a settlement agreement from Licensee or its Affiliate, as applicable, for infringement of a patent based on the manufacture, use, offer to sell, sale, lease or importation of Licensed Products or Licensed Processes, the costs of Licensee’s or its Affiliate’s, as applicable, defense of the third party’s claims will be offset against [**] percent ([**]%) of the future royalties each year until Licensee or its Affiliate, as applicable, is completely reimbursed for all attorneys fees, court costs, legal fees, damages and/or settlement amounts paid. In addition, in such event and UCupon payment by Licensee of all amounts due CMCC through the effective date of termination, the Licensee or its Affiliate, against which the judgment is obtained or which enters into the settlement agreement shall have the right to immediately terminate this agreement as to itself. Upon such termination, CMCC shall have no recourse against that Licensee or Affiliate, as applicable, for exercising its right to terminate. CMCC shall, at the request and expense of Licensee, its Affiliate or Sublicensee, as applicable cooperate with Licensee, its Affiliate or Sublicensee, as applicable in any such third party action by making its employees available to testify and by producing relevant, non-A #IPA 0749 RRS/MTFprivileged records, papers, information, samples, specimens and the like. CMCC shall endeavor to secure Harvard’s and Ion’s consent to, at Licensee’s, its Affiliate’s or Sublicensee’s, as applicable, request and expense, cooperate with Licensee, its Affiliate or Sublicensee, as applicable in any such third party action by making its employees available to testify and by producing relevant, non-privileged records, papers, information, samples, specimens and the like. 8.10 In the event that a governmental agency in any country or territory compels CMCC to grant a license, or Licensee, its Affiliate or Sublicensee, as applicable, to grant a sublicense to any non-governmental third party under the Licensed Patent Rights, then Licensee, its Affiliate or Sublicensee, as applicable, shall have the benefit during the term of such license, in such territory or country only, of any of the terms granted to such third party which are more favorable than the terms set forth in this Agreement, only if the third party is actually and substantially commercializing Licensed Products or Licensed Processes. This provision shall apply to a license granted to a governmental agency only if that governmental agency grants a sublicense to a non-governmental third party.

Infringement. 9.1 Licensee will 5.1 LICENSEE shall m▇▇▇, and shall cause its sublicensees to m▇▇▇, all Licensed Products that are manufactured or sold under this Agreement with the number of each issued patent under the Patents Rights that applies to such Licensed Product. 5.2 LICENSEE shall notify Licensors in writing INVENTORS promptly of any suspected known production, sale, marketing, distribution, or use of Licensed Product by unauthorized persons. Notification of such infringement shall include reasonable details that would enable INVENTORS to investigate and prosecute such infringement in accordance with this Article 5. 5.3 Pursuant to this Agreement and to the provisions of 35 U.S.C. Section 29 or other applicable law, for Patent Rights for which it has exclusive rights under this Agreement, LICENSEE has the first right to initiate a suit in its own name, and at its own expense: (a) to prosecute for infringement of presumably valid claims in Patent Rights; (b) to defend against claims alleging invalidity or non-infringement of the Licensed Patents Patent Rights; (c) to defend against a counterclaim alleging invalidity; or (d) overcome an affirmative defense in an infringement suit. In any such suit LICENSEE shall exercise total control over the Field manner of Useits prosecution, and each Party will inform may, with the other prior written permission of INVENTORS, such permission not to be unreasonably withheld, settle any evidence of such suspected infringement within a reasonable time of obtaining such evidence. 9.2 Licensors will have the right during the term of this Agreement to institute, prosecute, and settle at its own expense suits for infringement of the Licensed Patents for any infringement occurring within the Field of Use, and if required by law, Licensee will join as party plaintiff in such claim or suit. Where such suit is brought by Licensors, Licensors will be entitled LICENSEE shall notify INVENTORS of its intent to retain all damages and any other consideration recovered at successful conclusion of the suit, after having reimbursed the Licensors and the Licensee for any cost incurred in such suit (including compensation for the time and expenses of any Licensee’s personnel involved in the suit), such reimbursement being made on a prorated basis in the event such damages and other consideration are not sufficient to cover the costs incurred by both the Licensors and the Licensee. 9.3 In the event Licensors decides not to bring any such suit, Licensors will so notify Licensee and Licensee may bring such suit provided that (1) there are no other licensees of any of the Licensed Patents and (2) Licensors has not commenced suit for enforcement of the Licensed Patents pursuant to 9.4 below. Settlement of any suit brought by Licensee will require the consent of Licensors and Licensee, which neither will unreasonably withhold from the other, and any settlement amount or recovery for damages will be applied as follows: (i) first, to reimburse the Parties for their expenses in connection with the litigation, including compensation for the time and expenses of any Licensors and Licensee’s personnel involved in the file suit in accordance with an agreement entered into between the Parties before this Section 5.3 fourteen (14) days prior to such filing. 5.4 INVENTORS may, within seven (7) days from receipt of notice from LICENSEE that it intends to prosecute a suit is brought, and (ii) second, the Parties will share any monies remaining in accordance with an agreement entered into between this Article 5, elect to participate in a suit brought in accordance with Section 5.3. If INVENTORS elects to participate, they shall then be responsible for fifty (50%) of all litigation expenses and shall be entitled to fifty (50%) of all damages or awards recovered. LICENSEE shall exercise full control of such litigation, but shall require the Parties before written consent of INVENTORS to settle any suit. Any awards or damages recovered pursuant to this Section 5.4 shall not be treated as Net Sales and no royalties shall be payable on such suit is broughtsums to INVENTORS. 9.4 Licensors will 5.5 LICENSEE agrees to keep INVENTORS reasonably apprised of the status and progress of any litigation in regards to the Patent Rights. INVENTORS shall cooperate fully with LICENSEE in connection with any infringement action or legal defense initiated by LICENSEE under this Article 5, and INVENTORS agree promptly to provide reasonable access to all necessary documents and to render reasonable assistance in response to a written request by LICENSEE. 5.6 If within sixty (60) days from LICENSEE’s knowledge of infringement LICENSEE fails to file suit against such infringer, INVENTORS shall have the right to file suit in its absolute discretion during their own name, and at their own expense. Should INVENTORS initiate suit in accordance with this Section 5.6, they shall exercise full control of the Term prosecution of such suit and may settle the suit on such terms as INVENTORS shall determine, except that INVENTORS shall not reach any settlement whereby they grant a license to a third party under any Patents Rights in the Territory or Field of Use without the consent of LICENSEE, which consent LICENSEE can withhold for any reason. 5.7 In the event that LICENSEE bears the full cost of any litigation relating to the Patent Rights, it shall be entitled to deduct the full amount of such costs from any recovery. After deducting for such litigation costs, any remaining recovery shall be treated as Net Sales and LICENSEE shall pay to INVENTORS a royalty upon such excess as specified in section 3.2 and to be payable as specified under section 3.8 of this Agreement to commence suits for infringement of the Licensed Patents for any infringement outside the Field of UseAgreement. 9.5 Notwithstanding the pendency of 5.8 Nothing contained in this Agreement shall be construed to obligate INVENTORS or LICENSEE to bring any infringement suit, or other claim or action by or against Licenseeto enforce any rights, Licensee will have no right to reduce, terminate, suspend or escrow payment of any amounts required to be paid to Licensors pursuant to under this Agreement. * Confidential treatment requested UT-B #PLA 1562 and UC-A #IPA 0749 RRS/MTFExcept as expressly stated, nothing contained in this Agreement shall be construed to limit the ability of INVENTORS to bring any suit or to enforce any rights under this Agreement.

Infringement. 9.1 Licensee will notify Licensors in writing of any suspected infringement of the Licensed Patents in the Field of Use, and each Party will 5.1 Each party shall promptly inform the other of any evidence of such suspected infringement within a reasonable time of obtaining such evidence. 9.2 Licensors will have the right during the term of this Agreement to institute, prosecute, and settle at its own expense suits for infringement of the Licensed Patents for any infringement occurring within the Field of Use, and if required by law, Licensee will join as party plaintiff in such suit. Where such suit is brought by Licensors, Licensors will be entitled to retain all damages and any other consideration recovered at successful conclusion of the suit, after having reimbursed the Licensors and the Licensee for any cost incurred in such suit (including compensation for the time and expenses of any Licensee’s personnel involved in the suit), such reimbursement being made on a prorated basis in the event such damages and other consideration are not sufficient to cover the costs incurred by both the Licensors and the Licensee. 9.3 In the event Licensors decides not to bring any such suit, Licensors will so notify Licensee and Licensee may bring such suit provided that (1) there are no other licensees of any of the Licensed Patents and or the infringement or misappropriation of Related Materials by a third party (2) Licensors has not commenced suit for enforcement “Covered Infringement”). 5.2 If the suspected infringement or misappropriation involves a Covered Infringement, Licensee shall, within 60 days of the Licensed Patents 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 9.4 below. Settlement of any the previous sentence. 5.3 If Licensee notifies Licensor that Licensee intends to institute suit brought by against a third party with respect to a Covered Infringement, Licensee will require the consent of Licensors may bring such suit on its own and Licensee, which neither will unreasonably withhold from the othershall in such event bear all costs of, and any settlement amount or recovery for damages will shall exercise all control over, such suit. Licensee may, at its expense, bring such action in the name of Licensor and/or cause Licensor to be applied as follows: (i) first, to reimburse the Parties for their expenses in connection with the litigation, including compensation for the time and expenses of any Licensors and Licensee’s personnel involved joined in the suit as a plaintiff. Recoveries, if any, whether by judgment, award, decree or settlement, shall after the reimbursement of Licensee for its costs in accordance 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 an agreement entered into between respect to a Covered Infringement (or fails to give any notice in this respect or to actually bring a suit against the Parties before such third party), Licensor may institute suit is broughton his own. Licensor shall bear all costs of, and (ii) secondshall exercise all control over, the Parties will share any monies remaining in accordance with an agreement entered into between the Parties before such suit is broughtsuit. Recoveries, if any, whether by judgment, award, decree or settlement, shall belong solely to Licensor. 9.4 Licensors will have the right in its absolute discretion during the Term of this Agreement to commence suits for infringement of the Licensed Patents for any infringement outside the Field of Use. 9.5 Notwithstanding the pendency of any infringement or other claim or action by or against Licensee, Licensee will have no right to reduce, terminate, suspend or escrow payment of any amounts required to be paid to Licensors pursuant to this Agreement. * Confidential treatment requested UT-B #PLA 1562 and UC-A #IPA 0749 RRS/MTF

Infringement. 9.1 Licensee will 7.1 With respect to any Patent Rights, LICENSEE and/or its Sublicensees shall have the right to prosecute in their own names and at their own expense any infringement thereof. LICENSOR agrees to notify Licensors in writing LICENSEE promptly of any suspected each infringement of the Licensed Patents in the Field Patent Rights of Use, and each Party will inform the other which LICENSOR is or becomes aware. Failure by either party to commence an action which is contemplated by this Section 7.1 shall not constitute a breach of any evidence of such suspected infringement within a reasonable time of obtaining such evidencethis Agreement. 9.2 Licensors will 7.2 If LICENSEE or its Sublicensee elects to commence an action as described above or if an action is commenced against the LICENSEE or its Sublicensee by a third party, LICENSOR shall have the right during either to join the term action as a co-plaintiff or co-defendant or to assign to LICENSEE all of this Agreement LICENSOR's right, title and interest, expressly including the right to institute▇▇▇ for past infringement thereof, prosecutein each patent which is a part of the Patent Rights and is the subject of such action. In the event LICENSOR joins the action as a co-plaintiff, LICENSEE shall nevertheless control the action provided that LICENSEE will endeavor to consult with LICENSOR as to the prosecution of such action. In the event that LICENSOR makes an assignment of such patent, such assignment shall be irrevocable, and settle such action on that patent or patents shall thereafter be brought or continued without LICENSOR as a party, unless LICENSOR is a legally indispensable party. Notwithstanding any such assignment to LICENSEE by LICENSOR and regardless of whether LICENSOR is or is not an indispensable party, LICENSOR shall cooperate fully with LICENSEE, at LICENSEE'S expense, in connection with any action commenced by LICENSEE or any sublicensee. In the event that any patent is assigned to LICENSEE by LICENSOR pursuant to this paragraph, LICENSEE shall continue to meet its obligations under this Agreement, including without limitation its obligation pay royalties, as if the assigned patent or patent application were still licensed to LICENSEE. 7.3 If LICENSEE or its Sublicensee elects to commence an action as described above, LICENSEE may cover up to fifty percent (50%) of the costs and expenses or such action (include reasonable attorneys fees and including the coverage of LICENSOR'S costs) by reducing the royalty due to LICENSOR hereunder by up to fifty percent (50%). In the event that such fifty percent (50%) costs and expenses exceed the amount of royalties reduced by LICENSEE for any calendar year, LICENSEE may to that extent reduce the royalties due to LICENSOR from LICENSEE in succeeding calendar years, but never by more than fifty percent (50%) of the royalty due in any one calendar year. 7.4 Recoveries or reimbursements from such action (regardless of whether LICENSEE or LICENSOR receives the award) shall first be applied to reimburse LICENSEE and LICENSOR for litigation costs not paid from royalties (if any) and then to reimburse LICENSOR for royalties withheld. Any remaining recoveries or reimbursements shall be paid to LICENSEE. 7.5 In the event that LICENSEE and its Sublicensee, if any, elect not to exercise their right to prosecute an infringement of the Patent Rights pursuant to the above paragraphs, LICENSOR may do so at its own expense suits for infringement of the Licensed Patents for any infringement occurring within the Field of Useexpense, controlling such action and if required by law, Licensee will join as party plaintiff in such suit. Where such suit is brought by Licensors, Licensors will be entitled to retain retaining all damages and any other consideration recovered at successful conclusion of the suit, after having reimbursed the Licensors and the Licensee for any cost incurred in such suit (including compensation for the time and expenses of any Licensee’s personnel involved in the suit), such reimbursement being made on a prorated basis in the event such damages and other consideration are not sufficient to cover the costs incurred by both the Licensors and the Licenseerecoveries therefrom. 9.3 In the event Licensors decides not to bring any such suit, Licensors will so notify Licensee and Licensee may bring such suit provided that (1) there are no other licensees of any of the Licensed Patents and (2) Licensors has not commenced suit for enforcement of the Licensed Patents pursuant to 9.4 below. Settlement of any suit brought by Licensee will require the consent of Licensors and Licensee, which neither will unreasonably withhold from the other, and any settlement amount or recovery for damages will be applied as follows: (i) first, to reimburse the Parties for their expenses in connection with the litigation, including compensation for the time and expenses of any Licensors and Licensee’s personnel involved in the suit in accordance with an agreement entered into between the Parties before such suit is brought, and (ii) second, the Parties will share any monies remaining in accordance with an agreement entered into between the Parties before such suit is brought. 9.4 Licensors will have the right in its absolute discretion during the Term of this Agreement to commence suits for infringement of the Licensed Patents for any infringement outside the Field of Use. 9.5 Notwithstanding the pendency of any infringement or other claim or action by or against Licensee, Licensee will have no right to reduce, terminate, suspend or escrow payment of any amounts required to be paid to Licensors pursuant to this Agreement. * Confidential treatment requested UT-B #PLA 1562 and UC-A #IPA 0749 RRS/MTF

Infringement. 9.1 (a) The Licensee will shall promptly notify Licensors the Licensor in writing of any suspected infringement by any Third Party of the Licensed Patents Patent Rights in the Field Territory which comes to the Licensee's attention. The Licensee's notification to the Licensor shall contain, if known by the Licensee, the name of Usethe alleged infringer, identification of the subject Patent Right and each Party will inform the other dates, places and circumstances of the alleged infringement. In the event that the Licensor determines that action should be taken against any such Third Party, the Licensor may take such action in its own name (or that of any evidence licensor to the Licensor of such suspected infringement within a reasonable time rights which are the subject of obtaining such evidence. 9.2 Licensors will have the right during the term of this Agreement to institute, prosecute, proposed action) and settle at its own expense suits for infringement of the Licensed Patents for any infringement occurring within the Field of Useor, and if where required by law, Licensee will join as party plaintiff in the Licensee's name in which event the Licensor shall bear the cost of such suit. Where such suit is brought by Licensors, Licensors will action and shall be entitled to retain all damages and control the prosecution thereof. The Licensee agrees to cooperate fully with the Licensor to whatever extent is necessary to prosecute any other consideration recovered at successful conclusion of the suit, after having reimbursed the Licensors and the Licensee for any cost incurred in such suit (including compensation for the time and expenses of any Licensee’s personnel involved in the suit), such reimbursement being made on a prorated basis in the event such damages and other consideration are not sufficient to cover the costs incurred by both the Licensors and the Licenseeaction. 9.3 In (b) If the event Licensors Licensor decides not to bring any such suitaction, Licensors after having been requested in writing by the Licensee to do so, upon notice of at least thirty (30) days to the Licensor, then the Licensee will so notify Licensee and Licensee may be entitled, at its own expense, to bring such suit provided that action in its own name or, where required by law, in the Licensor's name (1) there are no other licensees or the name of any licensor to the Licensor of rights which are the subject of the Licensed Patents and (2proposed action) Licensors has not commenced suit for enforcement and, where necessary, to defend, in the name of the Licensed Patents pursuant to 9.4 below. Settlement of party involved, any suit counterclaim brought by the opponent in such action. The Licensee will require at all times keep the consent Licensor informed of Licensors and Licensee, which neither will unreasonably withhold from the other, and any settlement amount or recovery for damages will be applied as follows: (i) first, to reimburse the Parties for their expenses all details arising in connection with any such action and the litigationLicensor will at all times have the right to participate in any such action, including compensation at its own expense. Notwithstanding the foregoing, the Licensee will not be entitled to bring or continue any such action if, for valid reasons of policy, to be indicated by the time and expenses Licensor to the Licensee in writing, the Licensor opposes the bringing or continuing of any Licensors and such action, provided that if the failure to bring or continue such action results, or is reasonably expected to result, in substantial damage to the business of the Licensee’s personnel involved in the suit in accordance with an agreement entered into between the Parties before such suit is brought, and (ii) second, the Parties will share any monies remaining shall negotiate in accordance with an agreement entered into between good faith a reasonable adjustment to the Parties before such suit is broughtroyalties set forth in Section 7 of this Agreement. 9.4 Licensors will (c) In the event that any action brought under this Section 11 results in any monetary recovery, such recovery shall belong to the party that brought such action and, if both parties have brought such action, any such recovery shall be shared equally or as the right in its absolute discretion during the Term of this Agreement to commence suits for infringement of the Licensed Patents for any infringement outside the Field of Useparties may otherwise agree. 9.5 Notwithstanding the pendency of any infringement or other claim or action by or against Licensee, Licensee will have no right to reduce, terminate, suspend or escrow payment of any amounts required to be paid to Licensors pursuant to this Agreement. * Confidential treatment requested UT-B #PLA 1562 and UC-A #IPA 0749 RRS/MTF

Infringement. 9.1 Licensee will notify Licensors in writing of any suspected infringement of the Licensed Patents in the Field of Use, and each Party will inform the other of any evidence of such suspected infringement within a reasonable time of obtaining such evidence. 9.2 Licensors will have the right during the term of this Agreement to institute, prosecute, and settle at its own expense suits for infringement of the Licensed Patents for any infringement occurring within the Field of Use, and if required by law, Licensee will join as party plaintiff in such suit. Where such suit is brought by Licensors, Licensors will be entitled to retain all damages and any other consideration recovered at successful conclusion of the suit, after having reimbursed the Licensors and the Licensee for any cost incurred in such suit (including compensation for the time and expenses of any Licensee’s personnel involved in the suit), such reimbursement being made on a prorated basis in the event such damages and other consideration are not sufficient to cover the costs incurred by both the Licensors and the Licensee. 9.3 a) In the event Licensors decides not to bring any such suit, Licensors will so notify Licensee and Licensee may bring such suit provided that (1) there are no other licensees of any of the Licensed Patents Software or Software Options provided hereunder infringes any existing patent or copyright in the United State, INFO DIRECTIONS agrees to defend or settle any suit or proceeding, and (2pay to CUSTOMER any damages actually incurred which are awarded by a court of final jurisdiction, provided INFO DIRECTIONS is given prompt notice of all facts and circumstances necessary or desirable for a proper defense of same, and further provided that CUSTOMER cooperates fully with INFO DIRECTIONS in the defense of such claim. INFO DIRECTIONS shall not be responsible for any settlement made without INFO DIRECTIONS' written consent. b) Licensors has not commenced suit for enforcement In the event any of the Licensed Patents pursuant Software or Software Options provided hereunder is, in INFO DIRECTIONS' opinion, likely to 9.4 belowdo or does become the subject of a claim of infringement or a copyright or patent, INFO DIRECTIONS may at its option and expense procure for CUSTOMER the right to continue using said Software or Software Options, as the case may be, or may at its option modify such Software or Software Options to make it non-infringing. Settlement If, in INFO DIRECTIONS' opinion, neither of the foregoing alternatives is reasonably available to INFO DIRECTIONS, then INFO DIRECTIONS may terminate this License, provided however, that if at the time of such termination the Software or Software Options is not the subject of a claim of copyright infringement, CUSTOMER may notify INFO DIRECTIONS in writing at the time of INFO DIRECTIONS' termination that CUSTOMER elects to continue using the Software or Software Options pending any legal action until such time as an injunction or other order has been issued by a court of competent jurisdiction terminating permitted use; it being understood that INFO DIRECTIONS may participate at its expense in the defense of any suit brought by Licensee will require such action if such claim is against INFO DIRECTIONS. c) The foregoing states the consent full liability of Licensors and Licensee, which neither will unreasonably withhold from the other, and any settlement amount or recovery for damages will be applied as follows: (i) first, to reimburse the Parties for their expenses in connection with the litigation, including compensation for the time and expenses INFO DIRECTIONS arising out of any Licensors and Licensee’s personnel involved in the suit in accordance with an agreement entered into between the Parties before such suit is broughtclaimed or actual infringement. INFO DIRECTIONS EXPRESSLY DISCLAIMS ANY AND ALL WARRANTIES, and CONDITIONS OR REPRESENTATIONS (ii) secondEXPRESS OR IMPLIED, the Parties will share any monies remaining in accordance with an agreement entered into between the Parties before such suit is broughtORAL OR WRITTEN, BY OPERATION OF LAW OR OTHERWISE), WITH RESPECT TO THE SOFTWARE, SOFTWARE OPTIONS AND ALL OTHER PRODUCTS OR SERVICES FURNISHED HEREUNDER OR IN CONNECTION HEREWITH INCLUDING ANY AND ALL IMPLIED WARRANTIES OR CONDITIONS OF TITLE, NONINFRINGEMENT, MERCHANTABILITY OR FITNESS OR SUITABILITY FOR ANY PURPOSE infodirections 833 Phillips Road Victor, NY 14564 * 888.924.4110 * infodirec▇▇▇▇▇. 9.4 Licensors will have the right in its absolute discretion during the Term of this Agreement to commence suits for infringement of the Licensed Patents for any infringement outside the Field of Use▇▇▇ (WHETHER OR NOT INFO DIRECTIONS ▇▇▇▇▇, ▇▇▇ ▇▇▇▇▇▇ TO KNOW, HAS BEEN ADVISED OR IS OTHERWISE IN FACT AWARE OF ANY SUCH PURPOSE), WHETHER ALLEGED TO ARISE BY LAW, BY REASON OF CUSTOM OR USAGE IN THE TRADE, OR BY COURSE OF DEALING. 9.5 Notwithstanding the pendency of any infringement or other claim or action by or against Licensee, Licensee will have no right to reduce, terminate, suspend or escrow payment of any amounts required to be paid to Licensors pursuant to this Agreement. * Confidential treatment requested UT-B #PLA 1562 and UC-A #IPA 0749 RRS/MTF

Infringement. 9.1 If Licensee will notify Licensors in writing becomes aware of any suspected infringement of the Licensed Patents in the Field of Use, and each Party will inform the other of any evidence of such suspected infringement within a reasonable time of obtaining such evidence. 9.2 Licensors will have the right during the term of this Agreement to institute, prosecute, and settle at its own expense suits for infringement of the Licensed Patents for any infringement occurring within the Field of Use, and if required by law, Licensee will join as party plaintiff in such suit. Where such suit is brought by Licensors, Licensors will be entitled to retain all damages and any other consideration recovered at successful conclusion of the suit, after having reimbursed the Licensors and the Licensee for any cost incurred in such suit (including compensation for the time and expenses of any Licensee’s personnel involved in the suit), such reimbursement being made on a prorated basis in the event such damages and other consideration are not sufficient to cover the costs incurred by both the Licensors and the Licensee. 9.3 In the event Licensors decides not to bring any such suit, Licensors will so notify Licensee and Licensee may bring such suit provided that (1) there are no other licensees of any of the Licensed ▇▇▇▇ Patents by a third party, Licensee may notify Licensor in writing and Licensor shall decide within sixty (260) Licensors has not commenced suit for enforcement days thereafter whether Licensor will take steps to end the infringement and at the time of the Licensed Patents pursuant decision notify Licensee of what decision Licensor reached. Initially Licensor shall retain the sole right, but not the obligation, at its sole discretion, to 9.4 below. Settlement prosecute infringement of any suit brought of the ▇▇▇▇ Patents licensed to Licensee under this Agreement. Prior to initiating any such proceeding, Licensor will inform Licensee and will keep Licensee reasonably advised of developments in the proceeding. Thereafter, if Licensor does not assert an infringement claim, Licensee shall have the right, at its sole discretion, to assert an infringement claim or counterclaim against an infringer and to require Licensor to join with Licensee as a party in asserting such claim or counterclaim. Until June 14, 2005, the attorneys’ fees and other expenses of any such litigation which Licensee undertakes shall be paid by Licensee will require the consent and Licensor in shares of Licensors 96% and Licensee4%, which neither will unreasonably withhold from the otherrespectively, and any settlement amount or recovery for damages will proceeds of such infringement litigation shall be applied as follows: (i) firstdivided between them on the same 96%-4% basis. For infringement litigation commenced by Licensee after June 14, 2005, to reimburse which Licensor is a party, the Parties for their expenses in connection with and the litigationproceeds shall be split on a 50-50 basis. Any litigation expenses or litigation proceeds that arise after June 14, including compensation for 2005, shall be shared on the time and expenses of any Licensors and Licensee’s personnel basis that applied between the parties when the underlying litigation began. If Licensee becomes involved in any proceeding involving any of the suit in accordance ▇▇▇▇ Patents, Licensor agrees, notwithstanding Section 3.4, to cooperate fully with an agreement entered into between the Parties before such suit is broughtLicensee, at Licensor’s expense, insofar as providing documents, testimony, expertise, and (ii) secondany other nonfinancial assistance reasonably requested. Licensee shall have no obligation to assert or join with Licensor in asserting infringement against any person or entity, whether the Parties will share any monies remaining in accordance with an agreement entered into between the Parties before such suit alleged infringement is brought. 9.4 Licensors will have the right in its absolute discretion during the Term of this Agreement to commence suits for infringement of the Licensed Patents for any infringement inside or outside the Field of Use. 9.5 Notwithstanding . If Licensor becomes involved in any proceeding involving any of the pendency of any infringement or other claim or action by or against Licensee▇▇▇▇ Patents, Licensee will have no right agrees to reducecooperate fully with Licensor, terminateat Licensee’s expense, suspend or escrow payment of insofar as providing documents, testimony, expertise, and any amounts required to be paid to Licensors pursuant to this Agreement. * Confidential treatment requested UT-B #PLA 1562 and UC-A #IPA 0749 RRS/MTFother nonfinancial assistance reasonably requested.

Infringement. 9.1 Licensor shall indemnify, defend and hold Licensee will notify Licensors in writing of harmless for any suspected infringement loss, expense and liability incurred by Licensee from any third party claims that Licensee’s use of the Licensed Patents Software infringes or violates the U.S. patent, copyright or trade secret rights of that third party (collectively, “IP Claims”). This indemnity shall not apply to (a) modifications made to the Software without Licensor’s written consent, (b) any use of the Software in connection or combination with hardware or software for which the Field Software was not designed, in all of Usewhich instances Licensee shall indemnify and hold harmless Licensor. Licensor’s indemnification obligation hereunder is subject to Licensee providing Licensor prompt written notice of the IP Claim, allowing Licensor sole control of the defense and settlement thereof, and each Party will inform providing assistance therewith, at Licensor’s expense, as Licensor reasonably requests. Licensor’s obligation under this Section is conditioned on Licensee’s agreement that if such Software, or the other of any evidence use thereof, becomes, or in Licensor’s opinion is likely to become, the subject of such suspected infringement within a reasonable time of obtaining such evidence. 9.2 Licensors will have an IP Claim, Licensee shall permit Licensor, at Licensor’s option and expense, either to procure the right during for Licensee to continue using the term of this Agreement Software or to institute, prosecute, and settle at its own expense suits for infringement of replace or modify the Licensed Patents for any infringement occurring within the Field of UseSoftware so that they become non-infringing, and if required by lawneither of the foregoing alternatives is available on terms which are reasonable in Licensor’s judgment, Licensee will join as party plaintiff in such suitshall return the Software upon request by Licensor and shall have no further payment obligation except for payment obligations incurred prior to the date of return. Where such suit is brought For purchased Software, Licensor shall refund the applicable Software purchase price paid by LicensorsLicensee, Licensors will be entitled to retain all damages and any other consideration recovered at successful conclusion of the suit, after having reimbursed the Licensors and the Licensee for any cost incurred in such suit (including compensation for the time and expenses of any Licensee’s personnel involved in the suit), such reimbursement being made less depreciation deducted on a prorated basis in the event such damages and other consideration are not sufficient to cover the costs incurred by both the Licensors and the Licenseefive year straight-line basis. THE FOREGOING STATES THE ENTIRE OBLIGATION AND LIABILITY OF LICENSOR WITH RESPECT TO INFRINGEMENT OF ANY PATENT, COPYRIGHTS, TRADE SECRET AND ALL OTHER INTELLECTUAL PROPERTY RIGHTS OF ANY THIRD PARTY AND IS IN IS IN LIEU OF ALL WARRANTIES, EXPRESS OR IMPLIED, WITH RESPECT THERETO. 9.3 In the event Licensors decides not to bring any such suit, Licensors will so notify Licensee and Licensee may bring such suit provided that (1) there are no other licensees of any of the Licensed Patents and (2) Licensors has not commenced suit for enforcement of the Licensed Patents pursuant to 9.4 below. Settlement of any suit brought by Licensee will require the consent of Licensors and Licensee, which neither will unreasonably withhold from the other, and any settlement amount or recovery for damages will be applied as follows: (i) first, to reimburse the Parties for their expenses in connection with the litigation, including compensation for the time and expenses of any Licensors and Licensee’s personnel involved in the suit in accordance with an agreement entered into between the Parties before such suit is brought, and (ii) second, the Parties will share any monies remaining in accordance with an agreement entered into between the Parties before such suit is brought. 9.4 Licensors will have the right in its absolute discretion during the Term of this Agreement to commence suits for infringement of the Licensed Patents for any infringement outside the Field of Use. 9.5 Notwithstanding the pendency of any infringement or other claim or action by or against Licensee, Licensee will have no right to reduce, terminate, suspend or escrow payment of any amounts required to be paid to Licensors pursuant to this Agreement. * Confidential treatment requested UT-B #PLA 1562 and UC-A #IPA 0749 RRS/MTF

Infringement. 9.1 Licensee will notify Licensors Each Party shall promptly inform the other Party in writing of any suspected suspected, alleged or threatened infringement of the Licensed any Helicon Patents, CSHL Patents in the Field or Joint Patents of Use, and each Party will inform the other of any evidence of such suspected infringement within a reasonable time of obtaining such evidencewhich it becomes aware. 9.2 Licensors will (a) With respect to Helicon Patents which are not also Joint Patents, Helicon shall have the right during but not the term obligation to bring, at Helicon's expense and in its sole control an appropriate action against any Person or entity infringing the Helicon Patent. If Helicon does not bring such action within forty-five (45) days of notification thereof, CSHL shall have the right, but not the obligation, to bring at CSHL's expense and in its sole control, such appropriate action. (b) With respect to CSHL Patents which are not also Joint Patents, CSHL shall have the right but not the obligation to bring, at CSHL's expense and in its sole control an appropriate action against any Person or entity infringing the CSHL Patent. If CSHL does not bring such action within forty-five (45) days of notification thereof, Helicon shall have the right, but not the obligation, to bring at Helicon's expense and in its sole control, such appropriate action. (c) With respect to third party infringement of Joint Patents which are neither Helicon Patents nor CSHL Patents, the Parties shall confer and take such action and allocate expenses and recoveries in such manner, as they may agree. In the absence of agreement, the rules applicable to Helicon Patents which are not also Joint Patents shall apply to the Joint Patent in question. (d) Any Party not bringing an action under this Section, if it so desires, may also be represented by separate counsel of its own selection, the fees for which counsel shall be paid by it; but such Party shall fully cooperate with the Party bringing such action. The Party which is not in control of any action brought pursuant to this Section may elect to contribute fifty percent of the costs of litigation against such third party infringer by providing written notice to the controlling Party within ninety days after such action is first brought. If the non-controlling Party elects to bear fifty percent of such litigation costs it shall receive fifty percent of any damage award or settlement resulting from such action. If the non-controlling Party does not elect to share such litigation costs it shall not participate in any damage award or settlement resulting from such action. (e) Should either Party commence a suit under the provisions of this Agreement Section 5.8 and thereafter elect to institute, prosecute, and settle at its own expense suits for infringement of the Licensed Patents for any infringement occurring within the Field of Use, and if required by law, Licensee will join as party plaintiff in abandon such suit. Where , the abandoning Party shall give timely notice to the other Party who may, if it so desires, continue prosecution of such suit is brought by Licensorssuit, Licensors will be entitled to retain all damages provided that the sharing of expenses and any other consideration recovered at successful conclusion of the suit, after having reimbursed the Licensors and the Licensee for any cost incurred recovery in such suit (including compensation for the time and expenses of any Licensee’s personnel involved in the suit), such reimbursement being made on a prorated basis in the event such damages and other consideration are not sufficient to cover the costs incurred by shall be as agreed upon between both the Licensors and the LicenseeParties. 9.3 In the event Licensors decides not to bring any such suit, Licensors will so notify Licensee and Licensee may bring such suit provided that (1) there are no other licensees of any of the Licensed Patents and (2) Licensors has not commenced suit for enforcement of the Licensed Patents pursuant to 9.4 below. Settlement of any suit brought by Licensee will require the consent of Licensors and Licensee, which neither will unreasonably withhold from the other, and any settlement amount or recovery for damages will be applied as follows: (i) first, to reimburse the Parties for their expenses in connection with the litigation, including compensation for the time and expenses of any Licensors and Licensee’s personnel involved in the suit in accordance with an agreement entered into between the Parties before such suit is brought, and (ii) second, the Parties will share any monies remaining in accordance with an agreement entered into between the Parties before such suit is brought. 9.4 Licensors will have the right in its absolute discretion during the Term of this Agreement to commence suits for infringement of the Licensed Patents for any infringement outside the Field of Use. 9.5 Notwithstanding the pendency of any infringement or other claim or action by or against Licensee, Licensee will have no right to reduce, terminate, suspend or escrow payment of any amounts required to be paid to Licensors pursuant to this Agreement. * Confidential treatment requested UT-B #PLA 1562 and UC-A #IPA 0749 RRS/MTF

Infringement. 9.1 (a) If Licensee will notify Licensors discovers third-parties infringing any enforceable rights contained in writing of any suspected infringement of the Licensed Patents in Assets, Licensee shall notify Licensor promptly thereof. In the Field of Useevent that Licensee, and each Party will inform the other of any evidence of such suspected infringement within a reasonable time of obtaining such evidence. 9.2 Licensors will have the right during the term of this Agreement to institute, prosecute, and settle at its own expense discretion elects to initiate and prosecute any such suit or suits for infringement pursuant to the rights granted to Licensee in accordance with the provisions of the Licensed Patents for any infringement occurring within the Field of UseSection 2.1(c) hereof, and if required by law, Licensee will join as party plaintiff then (i) all expenses incurred in such suit. Where such suit is brought legal action shall be borne by Licensors, Licensors will be entitled to retain Licensee and all damages and any other consideration costs that may be recovered at successful conclusion or may be assessed as a result of the suit, after having reimbursed the Licensors and the Licensee for any cost incurred in such suit (including compensation for the time and expenses of any or suits shall inure to Licensee’s personnel involved in the suit), such reimbursement being made on a prorated basis in the event such damages and other consideration are not sufficient to cover the costs incurred by both the Licensors and the Licensee. 9.3 In the event Licensors decides not to bring any such suit, Licensors will so notify Licensee and Licensee may bring such suit provided that (1) there are no other licensees of any of the Licensed Patents and (2) Licensors has not commenced suit for enforcement of the Licensed Patents pursuant to 9.4 below. Settlement of any suit brought by Licensee will require the consent of Licensors and Licensee, which neither will unreasonably withhold from the other, and any settlement amount or recovery for damages will be applied as follows: (i) first, to reimburse the Parties for their expenses in connection with the litigation, including compensation for the time and expenses of any Licensors and Licensee’s personnel involved in the suit in accordance with an agreement entered into between the Parties before such suit is brought, ; and (ii) second, the Parties will share any monies remaining in accordance with an agreement entered into between the Parties before such suit is brought. 9.4 Licensors will Licensee shall have the right to join Licensor as a nominal party plaintiff in any such suit or suits, and the Licensor agrees to sign all papers and perform all acts which Licensee may reasonable request to enable Licensee to enforce such rights. (b) In the event Licensee notifies Licensor that it will not initiate and/or, if initiated, will not prosecute such suit or suits against third-party infringers, then Licensor shall have the right to initiate and/or prosecute such suit or suits to protect the Licensor's interest in the Licensed Assets. Whenever Licensor exercises its absolute discretion during rights under this Section 6.1(b), then all expenses incurred in such legal action shall be borne by Licensor and all damages and costs that may be recovered or may be assessed as a result of such suit or suits shall inure to the Term of this Agreement Licensor. (c) Whenever Licensor or Licensee discovers that a third-party has filed an application for trademark registration in any country and/or has been granted a trademark registration for any trademark which is confusingly similar to commence suits for infringement any of the Licensed Patents for any infringement outside Trademarks, then Licensor and Licensee shall promptly exchange information concerning such application and/or registration and either Licensor or Licensee may, at its sole discretion and at its own expense, bring and prosecute an appropriate proceeding under the Field of Use. 9.5 Notwithstanding trademark laws in the pendency of any infringement or other claim or action by or against Licensee, jurisdiction in question to oppose such application and/or to cancel such registration. Licensee will shall have no the right to reducejoin Licensor as an opposer or petitioner in any such opposition and/or cancellation proceedings, terminate, suspend or escrow payment of any amounts required and Licensor agrees to be paid sign all papers and perform all acts which Licensee may reasonably request to Licensors pursuant enable Licensee to this Agreement. * Confidential treatment requested UT-B #PLA 1562 and UC-A #IPA 0749 RRS/MTFoppose such application and/or to cancel such registration.

Infringement. 9.1 Licensee will notify Licensors (a) Each party shall promptly report in writing of any suspected infringement of the Licensed Patents in the Field of Use, and each Party will inform to the other of any evidence of such suspected infringement within a reasonable time of obtaining such evidence. 9.2 Licensors will have the right party during the term of this Agreement any known infringement or suspected infringement of any of the CIMA Patents in the Territory by manufacture, use or sale of a Product on a commercial scale in derogation of the rights granted to instituteESI hereunder (hereinafter, prosecutea "Related Infringement") of which it becomes aware, and settle shall provide the other party with all available evidence supporting said infringement or suspected infringement. (b) Except as provided in paragraph (d) below, CIMA shall have the right to initiate an infringement or other appropriate suit anywhere in the Territory against any Third Party who at its own expense suits for infringement any time has infringed, or is suspected of infringing, any of the Licensed Patents for CIMA Patents. CIMA shall give ESI sufficient advance notice of its intent to file any infringement occurring within suit on account of a Related Infringement and the Field of Usereasons therefor, and if required by law, Licensee will join as party plaintiff in shall provide ESI with an opportunity to make suggestions and comments regarding such suit. Where CIMA shall keep ESI promptly informed, and shall from time to time consult with ESI regarding the status of any such suit is brought on account of a Related Infringement and shall provide ESI with copies of all documents filed in, and all written communications relating to, such suit. (c) CIMA shall have the sole and exclusive right to select counsel for any suit referred to in subsection (b) above and shall, except as provided below, pay all expenses of the suit, including without limitation attorneys' fees and court costs. ESI, in its sole discretion, may elect, within 60 days after the commencement of such litigation on account of a Related Infringement, to contribute to the costs incurred by LicensorsCIMA in connection with such litigation and, Licensors will if it so elects, any damages, royalties, settlement fees or other consideration received by CIMA as a result of such litigation shall be 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 (50%) unless CIMA has consented to a higher share in writing. In the event that ESI elects not to contribute to the costs of such litigation, CIMA shall be entitled to retain all damages and any damages, royalties, settlement fees or other consideration recovered at successful conclusion for infringement resulting therefrom. If necessary, ESI shall join as a party to the suit but shall be under no obligation to participate except to the extent that such participation is required as the result of being a named party to the suit, after having reimbursed the Licensors and the Licensee for any cost incurred in such suit (including compensation for the time and expenses of any Licensee’s personnel involved in the suit), such reimbursement being made on a prorated basis in the event such damages and other consideration are not sufficient to cover the costs incurred by both the Licensors and the Licensee. 9.3 In the event Licensors decides not to bring any such suit, Licensors will so notify Licensee and Licensee may bring such suit provided that (1) there are no other licensees of any of the Licensed Patents and (2) Licensors has not commenced suit for enforcement of the Licensed Patents pursuant to 9.4 below. Settlement of any suit brought by Licensee will require the consent of Licensors and Licensee, which neither will unreasonably withhold from the other, and any settlement amount or recovery for damages will be applied as follows: (i) first, to reimburse the Parties for their expenses in connection with the litigation, including compensation for the time and expenses of any Licensors and Licensee’s personnel involved in the suit in accordance with an agreement entered into between the Parties before such suit is brought, and (ii) second, the Parties will share any monies remaining in accordance with an agreement entered into between the Parties before such suit is brought. 9.4 Licensors will have the right in its absolute discretion during the Term of this Agreement to commence suits for infringement of the Licensed Patents for any infringement outside the Field of Use. 9.5 Notwithstanding the pendency of any infringement or other claim or action by or against Licensee, Licensee will have no right to reduce, terminate, suspend or escrow payment of any amounts required to be paid to Licensors pursuant to this Agreement. * Confidential treatment requested UT-B #PLA 1562 and UC-A #IPA 0749 RRS/MTFESI shall offer

Infringement. 9.1 Licensee 5.1 Each party will notify Licensors the other in writing of any suspected misappropriation or infringement of any rights in the Licensed Technology of which the party becomes aware. 5.2 The Licensee has the first right (but is not obliged) to take Legal Action at its own cost in relation to any misappropriation or infringement of any rights included in the Licensed Intellectual Property Rights in the Field and in the Territory. The Licensee must discuss any proposed Legal Action with Licensor prior to the Legal Action being commenced, and take due account of the legitimate interests of Licensor in the Legal Action it takes provided always that the Licensee may act without further consultation if rights in the Licensed Technology would otherwise be prejudiced or lost. 5.3 If the Licensee takes Legal Action under clause 6.2, the Licensee will: 5.3.1 indemnify and hold Licensor harmless against all costs (including lawyers’ and patent agents’ fees and expenses), claims, demands and liabilities arising out of or consequent upon a Legal Action and will settle any invoice received from Licensor in respect of such costs, claims, demands and liabilities within thirty (30) days of receipt; 5.3.2 treat any account of profits or damages (including, without limitation, punitive damages) awarded in or paid to the Licensee under any settlement of the Legal Action for any misappropriation or infringement of any rights included in the Licensed Technology as Net Sales for the purposes of clause 8, having first for these purposes deducted from the award or settlement an amount equal to any legal costs incurred by the Licensee in the Legal Action that are not covered by an award of legal costs; and 5.3.3 keep Licensor regularly informed of the progress of the Legal Action, including, without limitation, any claims affecting the scope of the Licensed Patents in the Field of Use, and each Party will inform the other of any evidence of such suspected infringement within a reasonable time of obtaining such evidenceTechnology. 9.2 Licensors will have the right during the term of this Agreement to institute, prosecute, and settle 5.4 Licensor may take any Legal Action at its own expense suits for cost in relation to any misappropriation or infringement of any rights included in the Licensed Patents for Intellectual Property Rights where: 5.4.1 the Licensee has notified Licensor in writing that it does not intend to take any Legal Action in relation to any misappropriation or infringement occurring of any such rights; or 5.4.2 if having received professional advice with regard to any Legal Action within fourteen (14) days of the Field of Usenotification under clause 6.1, and if required by lawconsulted with Licensor, the Licensee will join as party plaintiff does not take reasonable steps to act upon an agreed process for dealing with such misappropriation or infringement (which may include, for the avoidance of doubt, seeking a second opinion in respect of such suit. Where such suit is brought by Licensors, Licensors will be entitled to retain all damages and professional advice) within any other consideration recovered at successful conclusion of the suit, after having reimbursed the Licensors timescale agreed between Licensor and the Licensee for and in any cost incurred in such suit event within forty-five (including compensation for 45) days of notification under clause 6.1, provided it shall not settle any action without first consulting with the time Licensee and expenses taking account of any Licensee’s personnel involved in the suit), such reimbursement being made on a prorated basis in the event such damages reasonable observations and other consideration are not sufficient to cover the costs incurred by both the Licensors and requests of the Licensee. 9.3 In 5.5 Subject to clauses 6.2 and 6.3, if the event Licensors decides not Licensee takes Legal Action Licensor will provide such reasonable assistance as requested by the Licensee in relation to bring such Legal Action at the Licensee’s cost and authorises the Licensee to join Licensor as a party in any such suitLegal Action where it is a legal requirement for the patent owner to be a plaintiff in the Legal Action, Licensors will so notify Licensee and Licensee may bring such suit provided that (1) there are no other licensees the Licensee indemnifies Licensor under clause 6.3.1 for the costs of any of the Licensed Patents and (2) Licensors has not commenced suit for enforcement of the Licensed Patents pursuant to 9.4 below. Settlement of any suit brought by Licensee will require the consent of Licensors and Licensee, which neither will unreasonably withhold from the other, and any settlement amount or recovery for damages will be applied as follows: (i) first, to reimburse the Parties for their expenses in connection with the litigation, including compensation for the time and expenses of any Licensors and Licensee’s personnel involved legal representation in the suit in accordance with an agreement entered into between the Parties before such suit is brought, and (ii) second, the Parties will share any monies remaining in accordance with an agreement entered into between the Parties before such suit is broughtLegal Action required by Licensor. 9.4 Licensors will have the right in its absolute discretion during the Term of this Agreement to commence suits for infringement of the Licensed Patents for any infringement outside the Field of Use. 9.5 Notwithstanding the pendency of any infringement or other claim or action by or against Licensee, Licensee will have no right to reduce, terminate, suspend or escrow payment of any amounts required to be paid to Licensors pursuant to this Agreement. * Confidential treatment requested UT-B #PLA 1562 and UC-A #IPA 0749 RRS/MTF

Infringement. 9.1 Licensee will shall notify Licensors Licensor in writing of any suspected infringement of the Licensed Patents in the Field of Use, and each Party will shall inform the other of any evidence of such suspected infringement within a reasonable time of obtaining such evidence. 9.2 Licensors will Licensor shall have the right during the term of this Agreement to institute, prosecute, and settle at its own expense suits for infringement of the Licensed Patents for any infringement occurring within the Field of Use, and if required by law, Licensee will join as party plaintiff in such suit, at no cost to Licensee. Where such suit is brought by LicensorsLicensor, Licensors will Licensor shall be entitled to retain all damages and any other consideration recovered at successful conclusion of the suit, after having reimbursed the Licensors and the Licensee for any cost incurred in such suit (including compensation for the time and expenses of any Licensee’s personnel involved in the suit), such reimbursement being made on a prorated basis in the event such damages and other consideration are not sufficient to cover the costs incurred by both the Licensors and the Licensee. 9.3 In the event Licensors Licensor decides not to bring any such suit, Licensors will Licensor shall so notify Licensee and Licensee may bring such suit provided that (1) except for the Government license as defined in 2.6, there are no other licensees of any of the Licensed Patents and (2) Licensors Licensor has not commenced suit for enforcement of the Licensed Patents pursuant to 9.4 belowin any field of use. Settlement of any suit brought by Licensee will shall require the consent of Licensors Licensor and Licensee, which neither will shall unreasonably withhold from the other, and any settlement amount or recovery for damages will shall be applied as follows: (i) first, to reimburse the Parties for their expenses in connection with the litigation, including compensation for the time and expenses of any Licensors and Licensee’s either Parties’ personnel involved in the suit in accordance with an agreement entered into between the Parties before such suit is broughtsuit, and (ii) second, the Parties will share any monies remaining in accordance with an agreement entered into between the Parties before such suit is brought. 9.4 Licensors will Licensor shall have the right in its absolute discretion during the Term of this Agreement to commence suits for infringement of the Licensed Patents for any infringement outside the Field of Use, at no cost to Licensee. 9.5 Notwithstanding the pendency of any infringement (or other other) claim or action by or against Licensee, Licensee will shall have no right to reduce, terminate, terminate or suspend (or escrow escrow) payment of any amounts required to be paid to Licensors Licensor pursuant to this Agreement. * Confidential treatment requested UT-B #PLA 1562 and UC-A #IPA 0749 RRS/MTF.

Infringement. 9.1 19.1. The Licensee must promptly notify the Licensor of any actual or suspected infringement within the Territory of the Trademarks or of any other rights of the Licensor that comes to its attention (“Infringement”). 19.2. The Licensee will co-operate fully with the Licensor in taking all steps required by the Licensor, in its sole discretion in connection with any Infringement, including legal proceedings in the name of the Licensor or in the joint names of the Licensor and the Licensee. The Licensor will be responsible for the cost of any legal proceedings it requires, and is entitled to any damages, account of profits and/or awards of costs recovered. The Licensee must use its best endeavours to assist the Licensor in any legal proceedings relating to any Infringement. 19.3. If the Licensor elects not to take proceedings in respect of any Infringement the Licensee shall have the right but not the obligation to take such proceedings in the name of the Licensor on giving the Licensor an indemnity as to costs. The Licensee shall be responsible for the costs of any such legal proceedings requires and is entitled to any damages, account of profits and/or award of costs recovered. 19.4. In the event of a third party commencing litigation against the Licensee for infringement arising out of the use by the Licensee in accordance with the terms of this Agreement of the Trademarks in any country in which the Trademarks are registered trademarks in respect of the Products the Licensor shall indemnify and hold harmless the Licensee against any out of pocket expenses (including reasonable attorney’s fees) directly incurred by the Licensee arising our of/or related to the use by the Licensee of the Trademarks in accordance with the terms of this Agreement in the marketing distribution and/or sale of the Licensed Products in those countries subject to the following conditions;- 19.4.1. The Licensee must promptly notify Licensors the Licensor in writing of any suspected infringement allegation of infringement; 19.4.2. The Licensee must make no admission without the Licensed Patents in Licensor’s written consent; and 19.4.3. The Licensee must at the Field of Use, and each Party will inform Licensor’s request allow the other of any evidence of such suspected infringement within a reasonable time of obtaining such evidence. 9.2 Licensors will have the right during the term of this Agreement Licensor to institute, prosecute, and settle at its own expense suits for infringement of the Licensed Patents for any infringement occurring within the Field of Use, conduct and if required by law, Licensee will join as party plaintiff in such suit. Where such suit is brought by Licensors, Licensors will be entitled it decides to retain settle all damages negotiations and any other consideration recovered at successful conclusion of litigation and must give the suit, after having reimbursed the Licensors and the Licensee for any cost incurred in such suit (including compensation for the time and expenses of any Licensee’s personnel involved in the suit), such reimbursement being made on a prorated basis in the event such damages and other consideration are not sufficient to cover the costs incurred by both the Licensors and the LicenseeLicensor all reasonable assistance. 9.3 In the event Licensors decides not to bring any such suit, Licensors will so notify Licensee and Licensee may bring such suit provided that (1) there are no other licensees of any of the Licensed Patents and (2) Licensors has not commenced suit for enforcement of the Licensed Patents pursuant to 9.4 below. Settlement of any suit brought by Licensee will require the consent of Licensors and Licensee, which neither will unreasonably withhold from the other, and any settlement amount or recovery for damages will be applied as follows: (i) first, to reimburse the Parties for their expenses in connection with the litigation, including compensation for the time and expenses of any Licensors and Licensee’s personnel involved in the suit in accordance with an agreement entered into between the Parties before such suit is brought, and (ii) second, the Parties will share any monies remaining in accordance with an agreement entered into between the Parties before such suit is brought. 9.4 Licensors will have the right in its absolute discretion during the Term of this Agreement to commence suits for infringement of the Licensed Patents for any infringement outside the Field of Use. 9.5 Notwithstanding the pendency of any infringement or other claim or action by or against Licensee, Licensee will have no right to reduce, terminate, suspend or escrow payment of any amounts required to be paid to Licensors pursuant to this Agreement. * Confidential treatment requested UT-B #PLA 1562 and UC-A #IPA 0749 RRS/MTF

Infringement. 9.1 (a) If Licensee will notify Licensors discovers third-parties infringing any enforceable rights contained in writing of any suspected infringement of the Licensed Patents in Assets, Licensee shall notify Licensor promptly thereof. In the Field of Useevent that Licensee, and each Party will inform the other of any evidence of such suspected infringement within a reasonable time of obtaining such evidence. 9.2 Licensors will have the right during the term of this Agreement to institute, prosecute, and settle at its own expense discretion elects to initiate and prosecute any such suit or suits for infringement pursuant to the rights granted to Licensee in accordance with the provisions of the Licensed Patents for any infringement occurring within the Field of UseSection 2.1(c) hereof, and if required by law, Licensee will join as party plaintiff then (i) all expenses incurred in such suit. Where such suit is brought legal action shall be borne by Licensors, Licensors will be entitled to retain Licensee and all damages and any other consideration costs that may be recovered at successful conclusion or may be assessed as a result of the suit, after having reimbursed the Licensors and the Licensee for any cost incurred in such suit (including compensation for the time and expenses of any or suits shall inure to Licensee’s personnel involved in the suit), such reimbursement being made on a prorated basis in the event such damages and other consideration are not sufficient to cover the costs incurred by both the Licensors and the Licensee. 9.3 In the event Licensors decides not to bring any such suit, Licensors will so notify Licensee and Licensee may bring such suit provided that (1) there are no other licensees of any of the Licensed Patents and (2) Licensors has not commenced suit for enforcement of the Licensed Patents pursuant to 9.4 below. Settlement of any suit brought by Licensee will require the consent of Licensors and Licensee, which neither will unreasonably withhold from the other, and any settlement amount or recovery for damages will be applied as follows: (i) first, to reimburse the Parties for their expenses in connection with the litigation, including compensation for the time and expenses of any Licensors and Licensee’s personnel involved in the suit in accordance with an agreement entered into between the Parties before such suit is brought, ; and (ii) second, the Parties will share any monies remaining in accordance with an agreement entered into between the Parties before such suit is brought. 9.4 Licensors will Licensee shall have the right to join Licensor as a nominal party plaintiff in any such suit or suits, and the Licensor agrees to sign all papers and perform all acts which Licensee may reasonable request to enable Licensee to enforce such rights. (b) In the event Licensee notifies Licensor that it will not initiate and/or, if initiated, will not prosecute such suit or suits against third-party infringers, then Licensor shall have the right to initiate and/or prosecute such suit or suits to protect the Licensor’s interest in the Licensed Assets. Whenever Licensor exercises its absolute discretion during rights under this Section 6.1(b), then all expenses incurred in such legal action shall be borne by Licensor and all damages and costs that may be recovered or may be assessed as a result of such suit or suits shall inure to the Term of this Agreement Licensor. (c) Whenever Licensor or Licensee discovers that a third-party has filed an application for trademark registration in any country and/or has been granted a trademark registration for any trademark which is confusingly similar to commence suits for infringement any of the Licensed Patents for any infringement outside Trademarks, then Licensor and Licensee shall promptly exchange information concerning such application and/or registration and either Licensor or Licensee may, at its sole discretion and at its own expense, bring and prosecute an appropriate proceeding under the Field of Use. 9.5 Notwithstanding trademark laws in the pendency of any infringement or other claim or action by or against Licensee, jurisdiction in question to oppose such application and/or to cancel such registration. Licensee will shall have no the right to reducejoin Licensor as an opposer or petitioner in any such opposition and/or cancellation proceedings, terminate, suspend or escrow payment of any amounts required and Licensor agrees to be paid sign all papers and perform all acts which Licensee may reasonably request to Licensors pursuant enable Licensee to this Agreement. * Confidential treatment requested UT-B #PLA 1562 and UC-A #IPA 0749 RRS/MTFoppose such application and/or to cancel such registration.

Infringement. 9.1 7.1 If the Licensee learns of the infringement of any Patent Right, the Licensee will notify Licensors the Licensor in writing of any suspected infringement of and will provide the Licensed Patents in the Field of Use, and each Party will inform the other of any Licensor with reasonable evidence of such suspected infringement. Subject to the other terms of this License Agreement, the Licensee will not notify a third party of the infringement within a reasonable time of any Patent Rights without first obtaining consent of the Licensor, which consent will not be unreasonably withheld. The Parties will use their best efforts in cooperation with each other to terminate such evidenceinfringement without litigation. 9.2 Licensors 7.2 If the Licensee desires that Patent Rights be enforced against an infringement, the Licensee may request permission from the Licensor to file suit against the parties causing the infringement or may request that the Licensor take legal action against the infringement. Such request must be made in writing to the Licensee. If the infringing activity has not been abated within ninety (90) days following the receipt of such request, the Licensor will have the right to elect to: a. commence suit on its own account; b. commence suit jointly with the Licensee; or c. refuse to participate in such suit The Licensor will give notice of its election in writing to the Licensee by the end of the 30th day after receiving such request from the Licensee. The Licensee may thereafter bring suit for patent infringement if and only if the Licensor elects not to commence suit and if the infringement occurred during the term of period and in a jurisdiction where the Licensee has exclusive rights under this Agreement License Agreement. In the event, however, the Licensee elects to institutebring suit in accordance with this Paragraph, prosecute, and settle the Licensor may thereafter join such suit at its own expense. Similarly, if Licensor elects to bring suit in accordance with this Paragraph, Licensee may thereafter join such suit at its own expense. Both parties agree to be bound by the outcome of a suit for patent infringement through the pendency of such a suit under this Paragraph. 7.3 Any legal action under this Article will be at the expense suits for infringement of the Licensed Patents Party initiating the legal action. The Licensee will bear all expenses of any action brought by the Licensee under this Article, including attorney fees and costs of both Parties in the defense of any declaratory judgment actions or counter-claims brought by the infringing party(ies), but Licensee shall not be responsible for any infringement occurring within the Field of Uselegal expenses incurred without its prior written consent, and if required by law, Licensee will join as party plaintiff in such suitnot to be unreasonably withheld. Where such suit If legal action is brought by Licensorsthe Licensee, Licensors will be the Licensee is entitled to retain keep all damages and any other consideration recovered at successful conclusion of the suitdamages recovered, after having reimbursed if any, during such legal action. Legal action brought jointly by the Licensors Licensor and the Licensee for any cost incurred and fully participated in such suit (including compensation for the time and expenses of any Licensee’s personnel involved in the suit), such reimbursement being made on a prorated basis in the event such damages and other consideration are not sufficient to cover the costs incurred by both will be at the Licensors joint expense of the Parties and all recoveries will be shared jointly by them in proportion to the share of expenses paid by each. 7.4 Each Party will cooperate with the other in proceedings instituted hereunder. Litigation will be controlled by the Party bringing suit. The Licensor may be represented by its choice of counsel in any suit brought by the Licensee. 9.3 In the event Licensors decides not to bring any such suit, Licensors 7.5 Neither Party will so notify Licensee and Licensee may bring such suit provided that (1) there are no other licensees of any of the Licensed Patents and (2) Licensors has not commenced suit for enforcement of the Licensed Patents pursuant to 9.4 below. Settlement of settle or compromise any suit brought by Licensee will require without the consent of Licensors and Licenseeother Party’s written consent, which neither will not unreasonably withhold from the other, and any settlement amount or recovery for damages will be applied as follows: (i) first, to reimburse the Parties for their expenses in connection with the litigation, including compensation for the time and expenses of any Licensors and Licensee’s personnel involved in the suit in accordance with an agreement entered into between the Parties before such suit is brought, and (ii) second, the Parties will share any monies remaining in accordance with an agreement entered into between the Parties before such suit is broughtwithheld. 9.4 Licensors will have the right in its absolute discretion during the Term of this Agreement to commence suits for infringement of the Licensed Patents for any infringement outside the Field of Use. 9.5 Notwithstanding the pendency of any infringement or other claim or action by or against Licensee, Licensee will have no right to reduce, terminate, suspend or escrow payment of any amounts required to be paid to Licensors pursuant to this Agreement. * Confidential treatment requested UT-B #PLA 1562 and UC-A #IPA 0749 RRS/MTF

Infringement. 9.1 Licensee will notify Licensors 11.1 LICENSEE and MICHIGAN shall each inform the other promptly in writing of any suspected alleged infringement of the Licensed Patents in the any Field of Use, Use by a third party and each Party will inform the other of any available evidence of such suspected infringement within a reasonable time of obtaining such evidencethereof. 9.2 Licensors will have the right during 11.2 During the term of this Agreement Agreement, LICENSEE has the first option to institute, prosecute, and settle at its own expense suits for infringement of the Licensed Patents for any infringement occurring within the Field of Use, and if required by law, Licensee will join as party plaintiff in such suit. Where such suit is brought by Licensors, Licensors will be entitled to retain all damages and any other consideration recovered at successful conclusion of the suit, after having reimbursed the Licensors and the Licensee for any cost incurred in such suit (including compensation for the time and expenses of any Licensee’s personnel involved in the suit), such reimbursement being made on a prorated basis in the event such damages and other consideration are not sufficient to cover the costs incurred by both the Licensors and the Licensee. 9.3 In the event Licensors decides not to bring any such suit, Licensors will so notify Licensee and Licensee may bring such suit provided that (1) there are no other licensees of any of police the Licensed Patents and (2) Licensors has not commenced suit Products against infringement by other parties within the Territory and the Fields of Use. This right to police includes defending any action for enforcement declaratory judgment of non-infringement or invalidity; and prosecuting, defending or settling all infringement and declaratory judgment actions at its expense and through counsel of its selection, except that LICENSEE shall make any such settlement only with the Licensed Patents pursuant to 9.4 below. Settlement of any suit brought by Licensee will require the advice and consent of Licensors and LicenseeMICHIGAN, which neither will consent shall not be unreasonably withhold from withheld. MICHIGAN shall provide reasonable assistance to LICENSEE with respect to such Confidential materials omitted and filed separately with the otherSecurities and Exchange Commission. Asterisks denote omissions. actions, and any settlement amount or recovery but only if LICENSEE reimburses MICHIGAN for damages will be applied as follows: (i) first, to reimburse the Parties for their out-of-pocket expenses incurred in connection with any such assistance rendered at LICENSEE's request or reasonably required by MICHIGAN. If LICENSEE elects to institute any such action or suit, MICHIGAN agrees to be named as a nominal party therein. MICHIGAN retains the litigationright to participate, including compensation for the time with counsel of its own choosing and expenses of at its own expense, in any Licensors and Licensee’s personnel involved in the suit in accordance with an agreement entered into between the Parties before such suit is brought, and (ii) second, the Parties will share any monies remaining in accordance with an agreement entered into between the Parties before such suit is broughtaction under this Paragraph 11.2. 9.4 Licensors will have the right in its absolute discretion during the Term of this Agreement to commence suits 11.3 If LICENSEE institutes an action for infringement of the a Licensed Patents for any infringement outside the Field of Use. 9.5 Notwithstanding Patent or defends a declaratory judgment or other action with respect to a Licensed Patent, then during the pendency of such litigation LICENSEE may withhold up to [**] percent ([**]%) of the payments otherwise thereafter due MICHIGAN under Paragraphs 4.2 and 4.3 above, applying that withholding towards reimbursement of no more than [**] ([**]) of LICENSEE's actual outside attorney fees and other direct, out-of-pocket litigation expenses (not to include any infringement or other claim or action by or against Licensee, Licensee will have no right to reduce, terminate, suspend or escrow payment of any amounts required to be compensation paid to Licensors employees of LICENSEE or Affiliates). Any resulting settlement payments or damages awarded and received by LICENSEE shall be applied equally toward reimbursement of MICHIGAN's withheld royalties pursuant to this Agreement. * Confidential treatment requested UTParagraph and to LICENSEE's out-B #PLA 1562 and UCof-A #IPA 0749 RRS/MTFpocket expenses which were not reimbursed; of the remainder, if any, LICENSEE shall pay [**] percent ([**]%)

Infringement. 9.1 Licensee will notify Licensors 8.1 LICENSEE shall inform CRONKS, and CRONKS shall inform LICENSEE promptly in writing of any suspected alleged infringement of the Licensed Patents PATENT RIGHTS or other intellectual property rights with respect to which LICENSEE is granted a license hereunder by a third party and of any available evidence thereof. 8.2 Upon reasonable request by CRONKS or in LICENSEE's own discretion, LICENSEE shall, at its sole expense, initiate and thereafter diligently maintain reasonable efforts to prevent and ▇▇▇▇▇ any infringement of the PATENT RIGHTS or other intellectual property rights with respect to which LICENSEE is granted a license hereunder, including, without limitation, the initiation of an appropriate civil action for infringement and the taking of such other action as may be necessary or appropriate ("ABATEMENT EFFORTS"). In furtherance thereof, CRONKS hereby agree that LICENSEE may join CRONKS as a party plaintiff in any suit, without expense to CRONKS. LICENSEE shall indemnify CRONKS against any order for costs or legal fees that may be made against CRONKS in such proceedings. In the event that LICENSEE shall undertake the enforcement and/or defense of the PATENT RIGHTS or other intellectual property rights licensed hereunder, LICENSEE shall receive the full benefits of any action it takes pursuant to this Paragraph, including retaining all sums recovered in any suit or in settlement thereof after paying CRONKS the RUNNING ROYALTIES which shall be calculated from the amount of NET SALES, if any, asserted by LICENSEE to support any award of compensatory damages (as opposed to punitive or any other damages). In connection with the foregoing, the amount of damages awarded and received by LICENSEE on account of such infringer's sales shall be added to LICENSEE's NET SALES and paid in the Field of Use, and each Party will inform CONTRACT QUARTER in which such sums are received by LICENSEE or within forty-five (45) days after the other of any evidence expiration of such suspected infringement CONTRACT QUARTER. 8.3 A refusal by LICENSEE to undertake ABATEMENT EFFORTS within ninety (90) days of a reasonable time of obtaining request made by CRONKS in accordance with Paragraph 8.2 above, or to consent to allowing CRONKS to undertake such evidence. 9.2 Licensors will have the right during the term ABATEMENT EFFORTS, shall constitute a material breach of this Agreement and be grounds for termination by CRONKS in accordance with Paragraph 12.3 unless LICENSEE provides CRONKS with a reasonable business justification for its refusal in writing within said ninety (90) day period, which justification is acceptable to institute, prosecute, and settle at its own expense suits for infringement CRONKS. Any disagreement regarding this Paragraph 8.3 shall be subject to the dispute resolution provisions of the Licensed Patents for any infringement occurring within the Field of Use, and if required by law, Licensee will join as party plaintiff in such suit. Where such suit is brought by Licensors, Licensors will be entitled to retain all damages and any other consideration recovered at successful conclusion of the suit, after having reimbursed the Licensors and the Licensee for any cost incurred in such suit (including compensation for the time and expenses of any Licensee’s personnel involved in the suit), such reimbursement being made on a prorated basis in the event such damages and other consideration are not sufficient to cover the costs incurred by both the Licensors and the LicenseeArticle 11. 9.3 8.4 In the event Licensors decides not to bring any such suit, Licensors will so notify Licensee and Licensee may bring such suit provided that (1) there are no other licensees a declaratory judgment action or defense alleging invalidity of any of the Licensed Patents and (2) Licensors has not commenced suit for enforcement of the Licensed Patents pursuant to 9.4 below. Settlement of any suit PATENT RIGHTS shall be brought by Licensee will require the consent of Licensors and Licenseeagainst LICENSEE, which neither will unreasonably withhold from the otherCRONKS, and any settlement amount or recovery for damages will be applied as follows: (i) firstat their option, to reimburse the Parties for their expenses in connection with the litigation, including compensation for the time and expenses of any Licensors and Licensee’s personnel involved in the suit in accordance with an agreement entered into between the Parties before such suit is brought, and (ii) second, the Parties will share any monies remaining in accordance with an agreement entered into between the Parties before such suit is brought. 9.4 Licensors will shall have the right in its absolute discretion during but not the Term obligation, within thirty (30) days after commencement of this Agreement such action, to commence suits for infringement of the Licensed Patents for intervene at their sole expense. 8.5 In any infringement outside which may be instituted by LICENSEE to enforce the Field of Use. 9.5 Notwithstanding the pendency of any infringement PATENT RIGHTS or other claim or action by or against Licensee, Licensee will have no right to reduce, terminate, suspend or escrow payment of any amounts required to be paid to Licensors intellectual property rights licensed pursuant to this Agreement. * Confidential treatment , CRONKS shall, at the request and expense of LICENSEE, cooperate in all respects and testify if requested UT-B #PLA 1562 and UC-A #IPA 0749 RRS/MTFmake available relevant records, papers, information, samples, specimens, and the like.

Infringement. 9.1 Licensee 6.1 Each party will notify Licensors the other in writing of any suspected misappropriation or infringement of any rights in the Licensed Technology of which the party becomes aware. 6.2 The Licensee has the first right (but is not obliged) to take legal action at its own cost against any misappropriation or infringement of any rights included in the Licensed Technology in the Field. The Licensee must discuss any proposed legal action with the Licensor prior to the legal action being commenced, and take due account of the legitimate interests of the Licensor in the action it takes provided always that the Licensee may act without further consultation if rights in the Licensed Technology would otherwise be prejudiced or lost. 6.3 If the Licensee takes legal action under clause 0, the Licensee will: (a) 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 such activities and will settle any invoice received from the Licensor in respect of such costs, claims, demands and liabilities within [**] days of receipt; and (b) treat any award of profits or damages (including, without limitation, punitive damages) as Net Sales for the purposes of clause 0, having first for these purposes deducted from the award an amount equal to any legal costs incurred by the Licensee in the action that are not covered by an award of legal costs; and (c) keep the Licensor regularly informed of the progress of the legal action, including, without limitation, any claims affecting the scope of the Licensed Patents in the Field of Use, and each Party will inform the other of any evidence of such suspected infringement within a reasonable time of obtaining such evidenceTechnology. 9.2 Licensors will have 6.4 If the right during Licensee has notified the term Licensor in writing that it does not intend to take any action in relation to the misappropriation or infringement or the Licensee has not taken any such action within [**] days of this Agreement to institutethe notification under clause 0, prosecute, and settle the Licensor may take such legal action at its own expense suits for infringement of the Licensed Patents for any infringement occurring within the Field of Use, and if required by law, Licensee will join as party plaintiff in such suit. Where such suit is brought by Licensors, Licensors will be entitled to retain all damages and any other consideration recovered at successful conclusion of the suit, after having reimbursed the Licensors and the Licensee for any cost incurred in such suit (including compensation for the time and expenses of any Licensee’s personnel involved in the suit), such reimbursement being made on a prorated basis in the event such damages and other consideration are not sufficient to cover the costs incurred by both the Licensors and the Licensee. 9.3 In the event Licensors decides not to bring any such suit, Licensors will so notify Licensee and Licensee may bring such suit provided that (1) there are no other licensees of it shall not settle any of the Licensed Patents and (2) Licensors has not commenced suit for enforcement of the Licensed Patents pursuant to 9.4 below. Settlement of any suit brought by Licensee will require action without the consent of Licensors and Licensee, which neither will unreasonably withhold from the other, and any settlement amount or recovery for damages will be applied as follows: (i) first, to reimburse the Parties for their expenses in connection with the litigation, including compensation for the time and expenses of any Licensors and Licensee’s personnel involved in the suit in accordance with an agreement entered into between the Parties before Licensee such suit is brought, and (ii) second, the Parties will share any monies remaining in accordance with an agreement entered into between the Parties before such suit is brought. 9.4 Licensors will have the right in its absolute discretion during the Term of this Agreement to commence suits for infringement of the Licensed Patents for any infringement outside the Field of Use. 9.5 Notwithstanding the pendency of any infringement or other claim or action by or against Licensee, Licensee will have no right to reduce, terminate, suspend or escrow payment of any amounts required consent not to be paid to Licensors pursuant to this Agreement. * Confidential treatment requested UT-B #PLA 1562 and UC-A #IPA 0749 RRS/MTFunreasonably withheld delayed or conditioned.

Infringement. 9.1 Licensor agrees to indemnify and hold Licensee will notify Licensors in writing and its directors, officers, employees and agents, harmless against any and all claims, demands, actions, losses, liabilities, judgments, settlements, awards and costs (including reasonable attorneys' fees and expenses) (collectively, "Liabilities") arising out of or related to any claim against Licensee by a third party that Licensee's use or possession of the Application Software (or the license granted to Licensee hereunder with respect thereto), infringes or violates any United States patent, copyright or other proprietary right of any suspected infringement third party; provided that Licensee gives Licensor prompt notice of the Licensed Patents any such claim of which it has actual knowledge and cooperates fully with Licensor in the Field of Use, and each Party will inform the other of any evidence defense of such suspected infringement within a reasonable time of obtaining such evidence. 9.2 Licensors will claim. Licensor shall have the exclusive right during the term of this Agreement to institute, prosecute, defend and settle at its own sole discretion and expense all suits for infringement or proceedings arising out of the Licensed Patents for foregoing. Licensee shall not have the right to settle any infringement occurring within action, claim or threatened action without the Field prior written consent of Use, Licensor (at Licensor's sole and if required by law, Licensee will join as party plaintiff in such suitabsolute discretion). Where such suit is brought by Licensors, Licensors will be entitled to retain all damages and any other consideration recovered at successful conclusion In case use of the suitApplication Software is forbidden by a court of competent jurisdiction because of proprietary infringement, after having reimbursed the Licensors and the Licensee for any cost incurred in such suit (including compensation for the time and expenses of any Licensee’s personnel involved in the suit)Licensor shall promptly, such reimbursement being made on a prorated basis in the event such damages and other consideration are not sufficient to cover the costs incurred by both the Licensors and the Licensee. 9.3 In the event Licensors decides not to bring any such suitat its option, Licensors will so notify Licensee and Licensee may bring such suit provided that (1) there are no other licensees of any of the Licensed Patents and (2) Licensors has not commenced suit for enforcement of the Licensed Patents pursuant to 9.4 below. Settlement of any suit brought by Licensee will require the consent of Licensors and Licensee, which neither will unreasonably withhold from the other, and any settlement amount or recovery for damages will be applied as follows: (i) firstprocure for Licensee the rights to continue using the Application Software; (ii) replace the infringing Application Software with non-infringing Application Software of equal performance and quality which are materially the functional equivalent of the infringing Application Software; (iii) modify the infringing Application Software so it becomes non-infringing while materially maintaining the functionality thereof; or (iv) if none of the foregoing are commercially practicable, remove the System and terminate the Marketing 'Agreement and this License Agreement Licensor will then be released from any further obligation whatsoever to reimburse Licensee with respect to the Parties infringing part of the Application Software. Nothing in this Section shall be deemed to make Licensor liable for their expenses any patent or copyright infringement suits that arise in connection with (a) designs, modifications, use, integration or data furnished by Licensee if infringement would have been avoided by not using or combining the litigation, including compensation for Application Software with such other programs or data or (b) if infringement would have been avoided by the time and expenses use of any Licensors and an updated version made available to Licensee’s personnel involved in the suit in accordance with an agreement entered into between the Parties before such suit is brought, and (ii) second, the Parties will share any monies remaining in accordance with an agreement entered into between the Parties before such suit is brought. 9.4 Licensors will have the right in its absolute discretion during the Term of this Agreement to commence suits for infringement of the Licensed Patents for any infringement outside the Field of Use. 9.5 Notwithstanding the pendency of any infringement or other claim or action by or against Licensee, Licensee will have no right to reduce, terminate, suspend or escrow payment of any amounts required to be paid to Licensors pursuant to this Agreement. * Confidential treatment requested UT-B #PLA 1562 and UC-A #IPA 0749 RRS/MTF

Infringement. 9.1 Each Party shall notify the other Party promptly of any infringement, limitation or unauthorized use of any Patents by a Third Party of which such Party becomes aware. Licensee shall have the sole right, at its own expense to bring any action on account of any such infringements, limitations or unauthorized use of the Patents. C▇▇▇▇▇▇ agrees, at the request of Licensee, to execute the writ and such other papers as may require the signature of C▇▇▇▇▇▇ in the prosecution of such suit, and to render to Licensee all reasonable assistance in the prosecution of such suit. Licensee agrees to reimburse C▇▇▇▇▇▇ for its reasonable expenses incurred in complying with any such request of Licensee. Finally, C▇▇▇▇▇▇ shall have the right to be represented in the litigation by counsel of C▇▇▇▇▇▇’▇ choice, but at C▇▇▇▇▇▇’▇ own expense. Licensee shall be entitled to keep all the proceeds obtained from such a suit or settlement resulting from such suit and C▇▇▇▇▇▇ shall receive 8% of the proceeds of any judgment or settlement less the legal fees and costs incurred by Licensor in connection with such suit. If Licensee does not undertake such action, it shall notify C▇▇▇▇▇▇ of its election within sixty (60) days following the receipt of notice of such infringement. C▇▇▇▇▇▇ may then prosecute the same, at its expense, provided that C▇▇▇▇▇▇ notifies Licensee of C▇▇▇▇▇▇’▇ intention to file suit at least fifteen (15) days prior to filing thereof. In such event, unless Licensee then notifies C▇▇▇▇▇▇ within such fifteen (15) day period that Licensee agrees to bear one-half of the expense of prosecuting such suit, all recoveries had or obtained in such suit shall be the sole property of C▇▇▇▇▇▇ whereby no settlement will notify Licensors be made without the prior written approval of Licensee. If Licensee notifies C▇▇▇▇▇▇ that Licensee agrees to bear one-half of such expenses, and if Licensee pays C▇▇▇▇▇▇ from time to time as expenses are incurred, then all recoveries had or obtained in such suit shall be divided equally between C▇▇▇▇▇▇ and Licensee. C▇▇▇▇▇▇ will defend, at its expense, any suit against Licensee to the extent it is based on a claim that use of the Technology as permitted hereunder in the Territory infringes any patent applicable in the Territory. Further, C▇▇▇▇▇▇ will pay those damages or costs finally awarded by a court or tribunal of final appeal against Licensee in such action which are attributable to such claim, provided that Licensee: · notifies C▇▇▇▇▇▇ promptly in writing of any suspected infringement such action and all prior related claims; · gives C▇▇▇▇▇▇ sole control of the Licensed Patents in the Field defense of Usesame and all negotiations for its settlement or compromise; and · provides to C▇▇▇▇▇▇, at C▇▇▇▇▇▇’▇ expense, all available information, assistance and each Party will inform the other of any evidence of authority to make such suspected infringement within a reasonable time of obtaining such evidencedefense. 9.2 Licensors will have the right during the term of this Agreement to institute, prosecute, and settle at its own expense suits for infringement of the Licensed Patents for any infringement occurring within the Field of Use, and if required by law, Licensee will join as party plaintiff in such suit. Where such suit is brought by Licensors, Licensors will be entitled to retain all damages and any other consideration recovered at successful conclusion of the suit, after having reimbursed the Licensors and the Licensee for any cost incurred in such suit (including compensation for the time and expenses of any Licensee’s personnel involved in the suit), such reimbursement being made on a prorated basis in the event such damages and other consideration are not sufficient to cover the costs incurred by both the Licensors and the Licensee. 9.3 In the event Licensors decides not to bring any such suit, Licensors will so notify Licensee and Licensee may bring such suit provided that (1) there are no other licensees of any of the Licensed Patents and (2) Licensors has not commenced suit for enforcement of the Licensed Patents pursuant to 9.4 below. Settlement of any suit brought by Licensee will require the consent of Licensors and Licensee, which neither will unreasonably withhold from the other, and any settlement amount or recovery for damages will be applied as follows: (i) first, to reimburse the Parties for their expenses in connection with the litigation, including compensation for the time and expenses of any Licensors and Licensee’s personnel involved in the suit in accordance with an agreement entered into between the Parties before such suit is brought, and (ii) second, the Parties will share any monies remaining in accordance with an agreement entered into between the Parties before such suit is brought. 9.4 Licensors will have the right in its absolute discretion during the Term of this Agreement to commence suits for infringement of the Licensed Patents for any infringement outside the Field of Use. 9.5 Notwithstanding the pendency of any infringement or other claim or action by or against Licensee, Licensee will have no right to reduce, terminate, suspend or escrow payment of any amounts required to be paid to Licensors pursuant to this Agreement. * Confidential treatment requested UT-B #PLA 1562 and UC-A #IPA 0749 RRS/MTF

Infringement. 9.1 5.1. Licensee will shall notify Licensors in writing of any suspected infringement of the Licensed Patents in the Field of Use, and each Party will inform the other of any evidence of such suspected infringement within a reasonable time of obtaining such evidence. 9.2 Licensors will have the right during the term of this Agreement to institute, prosecute, and settle at its own expense suits for infringement of the Licensed Patents for any infringement occurring within the Field of Use, and if required by law, Licensee will join as party plaintiff in such suit. Where such suit is brought by Licensors, Licensors will be entitled to retain all damages and any other consideration recovered at successful conclusion of the suit, after having reimbursed the Licensors and the Licensee for any cost incurred in such suit (including compensation for the time and expenses of any Licensee’s personnel involved in the suit), such reimbursement being made on a prorated basis in the event such damages and other consideration are not sufficient to cover the costs incurred by both the Licensors and the Licensee. 9.3 In the event Licensors decides not to bring any such suit, Licensors will so notify Licensee and Licensee may bring such suit provided that (1) there are no other licensees of any of the Licensed Patents and (2) Licensors has not commenced suit for enforcement of the Licensed Patents pursuant to 9.4 below. Settlement of any suit brought by Licensee will require the consent of Licensors and Licensee, which neither will unreasonably withhold from the other, and any settlement amount or recovery for damages will be applied as follows: (i) first, to reimburse the Parties for their expenses in connection with the litigation, including compensation for the time and expenses of any Licensors and Licensee’s personnel involved in the suit in accordance with an agreement entered into between the Parties before such suit is brought, and (ii) second, the Parties will share any monies remaining in accordance with an agreement entered into between the Parties before such suit is brought. 9.4 Licensors will have the right in its absolute discretion during the Term of this Agreement to commence suits for infringement of the Licensed Patents for any infringement outside the Field of Use. 9.5 Notwithstanding the pendency Licensor promptly of any infringement or other claim unauthorized use of the M▇▇▇(s) by others of which Licensee becomes aware. Licensor shall have the sole right, at its expense, to bring any action on account of any such infringement or unauthorized use, and Licensee shall cooperate with Licensor, as Licensor may request, in connection with any such action brought by or against LicenseeLicensor. Licensor shall retain any and all damages, settlement and/or compensation paid in connection with any such action brought by Licensor. If Licensor does not undertake such action within ninety (90) calendar days after notice from Licensee of such alleged infringement, Licensee will may prosecute the same, at its expense, provided that no settlement shall be made without the prior written approval of Licensor. In the event that any damages, settlement and/or compensation are paid in connection with any such action, Licensee shall first retain an amount in reimbursement of its expenses; any remaining amount shall be divided equally between Licensor and Licensee. 5.2. Licensor shall have the sole right, at its expense, to defend and settle for other than money damages any action that may be commenced against Licensor or Licensee alleging that the M▇▇▇(s) infringes any rights of third parties. Licensee shall, at the direction of Licensor, promptly discontinue its use of the M▇▇▇(s) alleged to infringe rights of such third parties. If Licensor does not give notice to Licensee of its intent to defend or settle such action within ninety (90) calendar days after notice from Licensee of such alleged infringement, Licensee may defend the same, at its expense, provided that no settlement shall be made without the prior written approval of Licensor and Licensee shall advise Licensor periodically of the status of the action and promptly of any material developments. Licensor reserves the right to reduceparticipate at any time in such proceedings. 5.3. NOTWITHSTANDING ANYTHING HEREIN TO THE CONTRARY, terminate, suspend or escrow payment of any amounts required to be paid to Licensors pursuant to this Agreement. * Confidential treatment requested UT-B #PLA 1562 and UC-LICENSOR SHALL HAVE NO LIABILITY TO LICENSEE FOR OR IN RESPECT OF ANY CLAIM BY ANY THIRD PARTY THAT LICENSEE’S USE OF THE M▇▇▇(S) PURSUANT TO THIS AGREEMENT INFRINGES UPON OR OTHERWISE VIOLATES ANY PROPRIETARY OR OTHER RIGHTS OF SUCH THIRD PARTY OTHER THAN A #IPA 0749 RRS/MTFCLAIM THAT LICENSEE’S USE OF THE M▇▇▇(S) PURSUANT TO THIS AGREEMENT VIOLATES THE CONTRACTUAL RIGHTS OF ANY OTHER LICENSEE OF LICENSOR.

Infringement. 9.1 23.1 Licensee will notify Licensors in writing of any suspected infringement of the Licensed Patents in the Field of Use, and each Party will inform the other of any evidence of such suspected infringement within a reasonable time of obtaining such evidence. 9.2 Licensors will shall have the right during the term of this Agreement to institute, prosecute, and settle at its own expense suits commence an action for infringement of the Licensed Patents Patent Rights against any third party for any infringement occurring within the Field of Use, provided that Licensee shall provide CASE thirty (30) days’ prior written notice of such infringement and if of Licensee’s intent to file such action. CASE shall have the right at its own expense to appear in such action by counsel of its own selection. If required by lawthe jurisdictional laws of the forum that any such action be prosecuted in the name of the owner of the Patent Right, CASE shall voluntarily appear at Licensee’s expense; provided that if such appearance subjects CASE to any unrelated action or claim of a third party or Licensee will join as party plaintiff in such suit. Where jurisdiction, then CASE shall have the right to decline such suit is brought by Licensors, Licensors will be entitled to retain all damages and any other consideration recovered at successful conclusion of the suit, after having reimbursed the Licensors and the Licensee for any cost incurred in such suit (including compensation for the time and expenses of any Licensee’s personnel involved in the suit), such reimbursement being made on a prorated basis in the event such damages and other consideration are not sufficient to cover the costs incurred by both the Licensors and the Licensee. 9.3 In the event Licensors decides not to bring any such suit, Licensors will so notify Licensee and Licensee may bring such suit provided that (1) there are no other licensees of any of the Licensed Patents and (2) Licensors has not commenced suit for enforcement of the Licensed Patents pursuant to 9.4 belowappearance. Settlement of any suit action brought by Licensee will shall require the consent of Licensors CASE and Licensee, which neither will shall unreasonably withhold from the other, and any settlement amount or recovery for damages will shall be applied as follows: (i) first, to reimburse the Parties parties for their expenses in connection with the litigation, including compensation for the time and expenses of any Licensors and Licensee’s personnel involved in the suit in accordance with an agreement entered into between the Parties before such suit is brought, ; and (ii) second, CASE shall receive compensation for the Parties will share time of any CASE personnel involved in the action; and (iii) third, CASE shall receive [********] of any monies remaining in accordance with an agreement entered into between the Parties before such suit is broughtremaining. 9.4 Licensors will 23.2 CASE shall have the right in its absolute sole discretion during the Term term of this Agreement to commence suits an action for infringement of the Licensed Patents Patent Rights against any third party for any infringement outside occurring anywhere in the world, provided that, before commencing any such action concerning products within the Field of Use, CASE shall provide Licensee with the first right to ▇▇▇ as provided in Section 23.1 and, if Licensee determines not to bring suit, with not less than thirty (30) days’ prior written notice of such infringement and of CASE’s intent to file such action. Licensee shall have the right at its own expense to appear in such action by counsel of its own selection. If CASE provides Licensee with such notice before instituting an action concerning products within the Field of Use and Licensee fails to initiate an action against such third party prior to the commencement of an action by CASE, then any settlement amount or recovery for damages shall belong entirely to CASE and CASE may settle said action without the consent of Licensee; provided, however, that the terms of any such settlement do not impose any obligations on Licensee or limit any rights Licensee would otherwise have under this Agreement. 9.5 23.3 Notwithstanding the pendency of any infringement (or other other) claim or action by or against Licensee, Licensee will shall have no right to reduce, terminate, terminate or suspend (or escrow escrow) payment of any amounts required to be paid to Licensors CASE pursuant to this Agreement. * Confidential treatment requested UT-B #PLA 1562 and UC-A #IPA 0749 RRS/MTF.

Infringement. 9.1 (a) If Licensee will notify Licensors discovers third-parties infringing any enforceable rights contained in writing of any suspected infringement of the Licensed Patents Assets, Licensee shall notify Licensor promptly thereof. In the event that Licensee, at its discretion elects to initiate and prosecute any such suit or suits pursuant to the rights granted to Licensee in accordance with the Field provisions of UseSection 2.1(c) hereof, then (i) all expenses incurred in such legal action shall be borne by Licensee and each Party will inform the other of any evidence all damages and costs that may be recovered or may be assessed as a result of such suspected infringement within a reasonable time of obtaining such evidence. 9.2 Licensors will suit or suits shall inure to Licensee; and (ii) Licensee shall have the right during the term of this Agreement to institute, prosecutejoin Licensor as a nominal party plaintiff in any such suit or suits, and settle the Licensor agrees to sign all papers and perform all acts which Licensee may reasonable request to enable Licensee to enforce such rights. (b) In the event Licensee notifies Licensor that it will not initiate and/or, if initiated, will not prosecute such suit or suits against third-party infringers, then Licensor shall have the right to initiate and/or prosecute such suit or suits to protect the Licensor's interest in the Licensed Assets. Whenever Licensor exercises its rights under this Section 6.1(b), then all expenses incurred in such legal action shall be borne by Licensor and all damages and costs that may be recovered or may be assessed as a result of such suit or suits shall inure to the Licensor. (c) Whenever Licensor or Licensee discovers that a third-party has filed an application for trademark registration in any country and/or has been granted a trademark registration for any trademark which is confusingly similar to any of the Trademarks, then Licensor and Licensee shall promptly exchange information concerning such application and/or registration and either Licensor or Licensee may, at its sole discretion and at its own expense suits for infringement of expense, bring and prosecute an appropriate proceeding under the Licensed Patents for trademark laws in the jurisdiction in question to oppose such application and/or to cancel such registration. Licensee shall have the right to join Licensor as an opposer or petitioner in any infringement occurring within the Field of Usesuch opposition and/or cancellation proceedings, and if required by law, Licensor agrees to sign all papers and perform all acts which Licensee will join as party plaintiff in may reasonably request to enable Licensee to oppose such suit. Where application and/or to cancel such suit is brought by Licensors, Licensors will be entitled to retain all damages and any other consideration recovered at successful conclusion of the suit, after having reimbursed the Licensors and the Licensee for any cost incurred in such suit (including compensation for the time and expenses of any Licensee’s personnel involved in the suit), such reimbursement being made on a prorated basis in the event such damages and other consideration are not sufficient to cover the costs incurred by both the Licensors and the Licenseeregistration. 9.3 (d) In the event Licensors decides not that any third-party claims that one or more of the Trademarks or other Licensed Assets infringe any trademark or other right of such party, Licensee shall have the right, at its option, to bring contest and defend such claim. If Licensee declines to contest or defend such claim, Licensor shall then have the right, at its option, to defend and contest such claim. In the event that Licensee exercises it rights to contest and defend any such suit, Licensors will so notify Licensee and Licensee may bring such suit provided that (1) there are no other licensees claim of infringement brought by a third-party in connection with any of the Licensed Patents Assets, Licensee agrees that it will not settle or compromise such claim without the prior approval and (2) Licensors has not commenced suit for enforcement consent of the Licensed Patents pursuant to 9.4 below. Settlement of any suit brought by Licensee will require the consent of Licensors and Licensee, which neither will Licensor whose approval shall not be unreasonably withhold from the other, and any settlement amount or recovery for damages will be applied as follows: (i) first, to reimburse the Parties for their expenses in connection with the litigation, including compensation for the time and expenses of any Licensors and Licensee’s personnel involved in the suit in accordance with an agreement entered into between the Parties before such suit is brought, and (ii) second, the Parties will share any monies remaining in accordance with an agreement entered into between the Parties before such suit is broughtwithheld. 9.4 Licensors will have the right in its absolute discretion during the Term of this Agreement to commence suits for infringement of the Licensed Patents for any infringement outside the Field of Use. 9.5 Notwithstanding the pendency of any infringement or other claim or action by or against Licensee, Licensee will have no right to reduce, terminate, suspend or escrow payment of any amounts required to be paid to Licensors pursuant to this Agreement. * Confidential treatment requested UT-B #PLA 1562 and UC-A #IPA 0749 RRS/MTF

Infringement. 9.1 14.1 In the event that the Licensor or the Licensee will notify Licensors in writing learns of any suspected infringement of commercial significance of Patent Rights licensed under this License Agreement, the Licensed Patents in the Field of Use, and each knowledgeable Party will inform provide the other Party with (i) written notice of such infringement and (ii) any evidence of such suspected infringement within reasonably available to it. During the period in which, and in the jurisdiction where, the Licensee has exclusive rights under this License Agreement, neither the Licensor nor the Licensee will notify an infringer of infringement or put such infringer on notice of the existence of any Patent Rights without first obtaining consent of the other. If the Licensee puts such infringer on notice (‘Infringement Notice”) of the existence of any Patent Rights with respect to such infringement without first obtaining the written consent of the Licensor and if a reasonable time declaratory judgment action is filed by such infringer against the Licensor, then Licensee’s right to initiate a suit against such infringer for infringement under Paragraph 14.2 below will terminate immediately without the obligation of the Licensor to provide notice to the Licensee. If the Licensor puts such infringer on notice of the existence of any Patent Rights with respect to such infringement without first obtaining the written consent of the Licensee and if a declaratory judgment action is filed by such evidenceinfringer against the Licensor, then Licensor’s right to any recovery from a suit against such infringer for infringement shall be limited to Licensor’s actual costs of participating in such litigation, if any. Both the Licensor and the Licensee will use their diligent efforts to cooperate with each other to terminate such infringement without litigation. 9.2 Licensors will have 14.2 If infringing activity of commercial significance by the right during infringer has not been abated within ninety (90) days following the term of this Agreement date the Infringement Notice takes effect (or a greater or lesser time if both Licensor and Licensee approve, with such approval not to institutebe unreasonably withheld), prosecute, and settle the Licensee may institute suit for patent infringement against the infringer. The Licensor may voluntarily join such suit at its own expense suits expense, but may not otherwise commence suit against the infringer for the acts of infringement that are the subject of the Licensed Patents Licensee’s suit or any judgment rendered in that suit. The Licensee may not join the Licensor as a party in a suit initiated by the Licensee without the Licensor’s prior written consent. If in a suit initiated by the Licensee, the Licensor is involuntarily joined other than by the Licensee, the Licensee will pay any costs incurred by the Licensor arising out of such suit, including but not limited to, any legal fees of counsel that the Licensor selects and retains to represent it in the suit. 14.3 If, within one hundred and eighty (180) days following the date the Infringement Notice takes effect, (or a greater or lesser time if both Licensor and Licensee approve, with such approval not to be unreasonably withheld) infringing activity of commercial significance by the infringer has not been abated and if the Licensee has not brought suit against the infringer, the Licensor may institute suit for any patent infringement occurring within against the Field infringer. If the Licensor institutes such suit, the Licensee may not join or be joined in such suit without the consent of Useboth the Licensor and the Licensee, and if required by law, Licensee will join as party plaintiff in such suit. Where such may not otherwise commence suit is brought by Licensors, Licensors will be entitled to retain all damages and any other consideration recovered at successful conclusion against the infringer for the acts of infringement that are the subject of the Licensor’s suit or any judgment rendered in that suit. 14.4 Any recovery or settlement, after having reimbursed whether compensatory or punitive, received in connection with any suit will first be shared by the Licensors Licensor and the Licensee for any cost incurred in such suit (including compensation for the time and expenses of any Licensee’s personnel involved in the suit), such reimbursement being made on a prorated basis in the event such damages and other consideration are not sufficient equally to cover the litigation costs each incurred by both the Licensors and the Licensee. 9.3 In the event Licensors decides not to bring any such suit, Licensors will so notify Licensee and Licensee may bring such suit provided that (1) there are no other licensees of any of the Licensed Patents and (2) Licensors has not commenced suit for enforcement of the Licensed Patents pursuant to 9.4 below. Settlement of any suit brought by Licensee will require the consent of Licensors and Licensee, which neither will unreasonably withhold from the other, and any settlement amount or recovery for damages will be applied as follows: (i) first, to reimburse the Parties for their expenses in connection with the litigation, including compensation for the time and expenses of any Licensors and Licensee’s personnel involved in the suit in accordance with an agreement entered into between the Parties before such suit is brought, and (ii) second, the Parties will share any monies remaining in accordance with an agreement entered into between the Parties before such suit is brought. 9.4 Licensors will have the right in its absolute discretion during the Term of this Agreement to commence suits for infringement of the Licensed Patents for any infringement outside the Field of Use. 9.5 Notwithstanding the pendency of any infringement or other claim or action by or against Licensee, Licensee will have no right to reduce, terminate, suspend or escrow payment of any amounts required to next shall be paid to Licensors pursuant the Licensor or the Licensee to cover any litigation costs it incurred in excess of the litigation costs of the other. For the avoidance of doubt, litigation costs of Licensor reimbursed by Licensee shall be considered incurred by Licensor for the purposes of this Agreement. * Confidential treatment requested UT-B #PLA 1562 and UC-A #IPA 0749 RRS/MTFparagraph. 14.5 In any suit initiated by the Licensee, any recovery of damages in excess of litigation costs (hereinafter referred to as “Excess Recovery”) will be shared as follows, regardless of whether the infringement was found to be willful.

Infringement. 9.1 Licensee will (a) If any patent infringement action is brought against Chembio, its Affiliates or any of their suppliers, distributors, or customers because of actual or anticipated manufacture, use or sale of Licensed Material or a Licensed Product and such action claims that such manufacture, use, or sale infringes the intellectual property rights of a Third Party, Chembio shall promptly notify Licensors in writing SSI and send SSI copies of any suspected infringement of all papers that have been served. SSI shall have the Licensed Patents in first right to decide and control the Field of Use, and each Party will inform the other of any evidence defence of such suspected infringement within a reasonable time of obtaining such evidence. 9.2 Licensors will have the right during the term of this Agreement to institute, prosecute, and settle action at its own expense suits for infringement and Chembio shall at all times cooperate with SSI and continue to pay amounts due under Section 3 and 5 hereof during the pendancy of the Licensed Patents for such action and any infringement occurring within the Field of Useappeals. All costs and expenses incurred by SSI, including settlement costs, damages assessed against SSI or Chembio, and if required reasonable attorney fees, shall be paid by lawSSI, Licensee will join as party plaintiff in except that Chembio shall reimburse SSI for said costs, damages and attorney fees attributable to Chembio’s material breach of this Agreement or negligence. (b) If SSI fails to agree to defend such suitinfringement action within sixty (60) days of Chembio’s notification, Chembio shall have the right, but not the obligation, to defend the action itself. Where If Chembio does undertake such suit is brought by Licensorsdefence, Licensors will SSI shall cooperate with Chembio and Chembio shall be entitled to retain all select legal counsel of its choice. All costs and expenses attributable to Chembio’s material breach of this Agreement or negligence, including settlement costs, damages assessed against Chembio, and reasonable attorney fees, shall be paid by Chembio. All reasonable costs and expenses incurred by Chembio under this Section 15.1(b) other than costs and expenses attributable to Chembio’s material breach of this Agreement or negligence may be offset against the royalties payable to SSI under this Agreement; provided, however, that such offset shall occur on a quarterly basis; and provided, further that in no event shall SSI receive in any quarter, as a result of such offset, less than fifty percent (50%) of the royalties otherwise payable hereunder for such quarter. (c) In the event of termination of this Agreement by Chembio pursuant to Section 17.2 for SSI’s material breach or pursuant to Section 17.5 for SSI’s bankruptcy, any outstanding amounts owed to Chembio under this Article 15 shall be immediately paid in full by SSI upon the effective date of the termination of this Agreement thereunder. If both SSI and Chembio are joined as defendants in any such action, they shall share said costs and expenses based upon the share of liability attributable to each and any other consideration recovered at successful conclusion of the suit, after having reimbursed the Licensors and the Licensee for any cost incurred in such suit (including compensation for the time costs and expenses of any LicenseeChembio determined to be attributable to SSI’s personnel involved in the suit), such reimbursement being made on a prorated basis in the event such damages and other consideration are not sufficient to cover the costs incurred liability may be recovered by both the Licensors and the Licensee. 9.3 In the event Licensors decides not to bring any such suit, Licensors will so notify Licensee and Licensee may bring such suit provided that (1) there are no other licensees of any of the Licensed Patents and (2) Licensors has not commenced suit for enforcement of the Licensed Patents pursuant to 9.4 below. Settlement of any suit brought by Licensee will require the consent of Licensors and Licensee, which neither will unreasonably withhold from the other, and any settlement amount or recovery for damages will be applied as follows: (i) first, to reimburse the Parties for their expenses in connection with the litigation, including compensation for the time and expenses of any Licensors and Licensee’s personnel involved in the suit Chembio in accordance with an agreement entered into between the Parties before such suit is brought, and (ii) second, the Parties will share any monies remaining offset mechanism set forth in accordance with an agreement entered into between the Parties before such suit is broughtSection 15.1(b). 9.4 Licensors will have 15.2. Neither Party shall be permitted to settle a legal action within the right in its absolute discretion during the Term scope of this Agreement Section 15 relating to commence suits for infringement the licensed Patents without the prior written consent of the Licensed Patents for any infringement outside the Field of Useother Party, which consent shall not be unreasonably withheld. 9.5 Notwithstanding the pendency of any infringement or other claim or action by or against Licensee, Licensee will have no right to reduce, terminate, suspend or escrow payment of any amounts required to be paid to Licensors pursuant to this Agreement. * Confidential treatment requested UT-B #PLA 1562 and UC-A #IPA 0749 RRS/MTF

Infringement. 9.1 14.1 In the event that the Licensor or the Licensee will notify Licensors in writing learns of any suspected infringement ofcommercial significance of Patent Rights licensed under this License Agreement, the Licensed Patents in the Field of Use, and each knowledgeable Party will inform provide the other Party with (i) written notice of such infringement and (ii) any evidence of such suspected infringement within reasonably available to it. During the period in which, and in the jurisdiction where, the Licensee has exclusive rights under this License Agreement, neither the Licensor nor the Licensee will notify an infringer of infringement or put such infringer on notice of the existence of any Patent Rights without first obtaining consent of the other. If the Licensee puts such infringer on notice (‘Infringement Notice”) of the existence of any Patent Rights with respect to such infringement without first obtaining the written consent of the Licensor and if a reasonable time declaratory judgment action is filed by such infringer against the Licensor, then Licensee’s right to initiate a suit against such infringer for infringement under Paragraph 14.2 below will terminate immediately without the obligation of the Licensor to provide notice to the Licensee. If the Licensor puts such infringer on notice of the existence of any Patent Rights with respect to such infringement without first obtaining the written consent of the Licensee and if a declaratory judgment action is filed by such evidenceinfringer against the Licensor, then Licensor’s right to any recovery from a suit against such infringer for infringement shall be limited to Licensor’s actual costs of participating in such litigation, if any. Both the Licensor and the Licensee will use their diligent efforts to cooperate with each other to terminate such infringement without litigation. The confidential portions of this exhibit have been filed separately with the Securities and Exchange Commission pursuant to a confidential treatment request in accordance with Rule 406 under the Securities Act of 1933, and Rule 24b-2, under the Securities Exchange Act of 1934, Redacted portions of this exhibit are marked by an [***]. 9.2 Licensors will have 14.2 If infringing activity of commercial significance by the right during infringer has not been abated within ninety (90) days following the term of this Agreement date the Infringement Notice takes effect (or a greater or lesser time if both Licensor and Licensee approve, with such approval not to institutebe unreasonably withheld), prosecute, and settle the Licensee may institute suit for patent infringement against the infringer. The Licensor may voluntarily join such suit at its own expense suits expense, but may not otherwise commence suit against the infringer for the acts of infringement that are the subject of the Licensed Patents Licensee’s suit or any judgment rendered in that suit. The Licensee may not join the Licensor as a party in a suit initiated by the Licensee without the Licensor’s prior written consent. If in a suit initiated by the Licensee, the Licensor is involuntarily joined other than by the Licensee, the Licensee will pay any costs incurred by the Licensor arising out of such suit, including but not limited to, any legal fees of counsel that the Licensor selects and retains to represent it in the suit. 14.3 If, within one hundred and eighty (180) days following the date the Infringement Notice takes effect, (or a greater or lesser time if both Licensor and Licensee approve, with such approval not to be unreasonably withheld) infringing activity of commercial significance by the infringer has not been abated and if the Licensee has not brought suit against the infringer, the Licensor may institute suit for any patent infringement occurring within against the Field infringer. If the Licensor institutes such suit, the Licensee may not join or be joined in such suit without the consent of Useboth the Licensor and the Licensee, and if required by law, Licensee will join as party plaintiff in such suit. Where such may not otherwise commence suit is brought by Licensors, Licensors will be entitled to retain all damages and any other consideration recovered at successful conclusion against the infringer for the acts of infringement that are the subject of the Licensor’s suit or any judgment rendered in that suit. 14.4 Any recovery or settlement, after having reimbursed whether compensatory or punitive, received in connection with any suit will first be shared by the Licensors Licensor and the Licensee for any cost incurred in such suit (including compensation for the time and expenses of any Licensee’s personnel involved in the suit), such reimbursement being made on a prorated basis in the event such damages and other consideration are not sufficient equally to cover the litigation costs each incurred by both the Licensors and the Licensee. 9.3 In the event Licensors decides not to bring any such suit, Licensors will so notify Licensee and Licensee may bring such suit provided that (1) there are no other licensees of any of the Licensed Patents and (2) Licensors has not commenced suit for enforcement of the Licensed Patents pursuant to 9.4 below. Settlement of any suit brought by Licensee will require the consent of Licensors and Licensee, which neither will unreasonably withhold from the other, and any settlement amount or recovery for damages will be applied as follows: (i) first, to reimburse the Parties for their expenses in connection with the litigation, including compensation for the time and expenses of any Licensors and Licensee’s personnel involved in the suit in accordance with an agreement entered into between the Parties before such suit is brought, and (ii) second, the Parties will share any monies remaining in accordance with an agreement entered into between the Parties before such suit is brought. 9.4 Licensors will have the right in its absolute discretion during the Term of this Agreement to commence suits for infringement of the Licensed Patents for any infringement outside the Field of Use. 9.5 Notwithstanding the pendency of any infringement or other claim or action by or against Licensee, Licensee will have no right to reduce, terminate, suspend or escrow payment of any amounts required to next shall be paid to Licensors pursuant the Licensor or the Licensee to cover any litigation costs it incurred in excess of the litigation costs of the other. For the avoidance of doubt, litigation costs of Licensor reimbursed by Licensee shall be considered incurred by Licensor for the purposes of this Agreement. * Confidential treatment requested UT-B #PLA 1562 and UC-A #IPA 0749 RRS/MTFparagraph. 14.5 In any suit initiated by the Licensee, any recovery of damages in excess of litigation costs (hereinafter referred to as “Excess Recovery”) will be shared as follows, regardless of whether the infringement was found to be willful.

Infringement. 9.1 5.1 In the event that: (a) any Licensed Patent is attacked or being a patent application is opposed; ________________________________________________________________________________ (b) any application for a patent is made by or any patent is granted to a third party by reason of which the third party may be granted or may have been granted rights which conflict with any of the rights granted to Licensee will notify Licensors in writing or its Affiliates under any Licensed Patent; (c) any unlicensed activities are carried on by any third party which could constitute an infringement of any suspected Licensed Patent (which for the purposes of this clause 5 shall be deemed to include any patent (whether in application or granted) in respect of an Improvement of Licensor); or (d) any application is made for a compulsory licence under any Licensed Patent, the party to whose attention such activity has been drawn shall promptly inform the other party of the nature and extent of such known activity, following which Licensor and Licensee shall as soon as practicable consult together to decide what steps shall be taken to resolve the activity. 5.2 Licensor and Licensee shall take all steps as may be agreed by them under clause 5.1, including the institution of legal proceedings where necessary in the name of one of the parties or in the joint names of the Licensor and Licensee as appropriate. 5.3 If Licensor and Licensee fail to agree under clause 5.2 and subject to clause 5.4, Licensor shall have the right to take all steps to prevent the infringement of the Licensed Patents Patent and Licensee shall, at Licensor's request and expense, render all reasonable assistance within Licensee's power. Licensor shall bear all costs in relation to any proceeding which are under the Field of Use, and each Party will inform the other of any evidence of such suspected infringement within a reasonable time of obtaining such evidence. 9.2 Licensors will have the right during the term of this Agreement to institute, prosecute, and settle at its own expense suits for infringement exclusive control of the Licensed Patents for any infringement occurring within the Field of Use, Licensor and if required by law, Licensee will join as party plaintiff in such suit. Where such suit is brought by Licensors, Licensors will Licensor shall be entitled to retain all damages and for its own absolute benefit any damages, costs or other consideration expenses awarded or recovered at successful conclusion of the suit, after having reimbursed the Licensors and the Licensee for in any cost incurred in such suit (including compensation for the time and expenses of any Licensee’s personnel involved in the suit), such reimbursement being made on a prorated basis in the event such damages and other consideration are not sufficient to cover the costs incurred by both the Licensors and the Licenseeproceedings. 9.3 In the event Licensors decides 5.4 If Licensor fails within 1 month to take those steps as are mentioned under clause 5.3 or if Licensor informs Licensee that Licensor does not intend to bring take any such suitsteps under clause 5.3, Licensors will so notify Licensee and Licensee may bring such suit provided that (1) there are no other licensees of any of the Licensed Patents and (2) Licensors has not commenced suit for enforcement of the Licensed Patents pursuant to 9.4 below. Settlement of any suit brought by Licensee will require the consent of Licensors and Licensee, which neither will unreasonably withhold from the other, and any settlement amount or recovery for damages will be applied as follows: (i) first, to reimburse the Parties for their expenses in connection with the litigation, including compensation for the time and expenses of any Licensors and Licensee’s personnel involved in the suit in accordance with an agreement entered into between the Parties before such suit is brought, and (ii) second, the Parties will share any monies remaining in accordance with an agreement entered into between the Parties before such suit is brought. 9.4 Licensors will shall have the right and is authorised by Licensor to take those steps independently. In so doing Licensee shall not be taken as acting as the agent or in any way on behalf of Licensor but Licensor shall give all reasonable assistance at Licensee's expense to facilitate any proceedings by Licensee. Licensee shall bear all costs but shall be entitled to retain for its own absolute discretion during the Term of this Agreement to commence suits for infringement of the Licensed Patents for benefit any infringement outside the Field of Usedamages, costs or other expenses awarded or recovered in any such proceedings. 9.5 Notwithstanding the pendency of 5.5 Nothing in this agreement shall constitute any infringement representation that any Licensed Patent (if a patent application) shall proceed to grant or other claim or action by or against Licensee, Licensee will have no right to reduce, terminate, suspend or escrow payment of any amounts required to if granted shall be paid to Licensors pursuant to this Agreement. * Confidential treatment requested UT-B #PLA 1562 and UC-A #IPA 0749 RRS/MTFvalid.

Infringement. 9.1 Licensor agrees to indemnify and hold Licensee will notify Licensors in writing and its directors, officers, employees and agents, harmless against any and all claims, demands, actions, losses, liabilities, judgments, settlements, awards and costs (including reasonable attorneys' fees and expenses) (collectively, "Liabilities") arising out of or related to any claim against Licensee by a third party that Licensee's use or possession of the Application Software (or the license granted to Licensee hereunder with respect thereto), infringes or violates any United States patent, copyright or other proprietary right of any suspected infringement third party; provided that Licensee gives Licensor prompt notice of the Licensed Patents any such claim of which it has actual knowledge and cooperates fully with Licensor in the Field of Use, and each Party will inform the other of any evidence defense of such suspected infringement within a reasonable time of obtaining such evidence. 9.2 Licensors will claim. Licensor shall have the exclusive right during the term of this Agreement to institute, prosecute, defend and settle at its own sole discretion and expense all suits for infringement or proceedings arising out of the Licensed Patents for foregoing. Licensee shall not have the right to settle any infringement occurring within action, claim or threatened action without the Field prior written consent of Use, Licensor (at Licensor's sole and if required by law, Licensee will join as party plaintiff in such suitabsolute discretion). Where such suit is brought by Licensors, Licensors will be entitled to retain all damages and any other consideration recovered at successful conclusion In case use of the suitApplication Software is forbidden by a court of competent jurisdiction because of proprietary infringement, after having reimbursed the Licensors and the Licensee for any cost incurred in such suit (including compensation for the time and expenses of any Licensee’s personnel involved in the suit)Licensor shall promptly, such reimbursement being made on a prorated basis in the event such damages and other consideration are not sufficient to cover the costs incurred by both the Licensors and the Licensee. 9.3 In the event Licensors decides not to bring any such suitat its option, Licensors will so notify Licensee and Licensee may bring such suit provided that (1) there are no other licensees of any of the Licensed Patents and (2) Licensors has not commenced suit for enforcement of the Licensed Patents pursuant to 9.4 below. Settlement of any suit brought by Licensee will require the consent of Licensors and Licensee, which neither will unreasonably withhold from the other, and any settlement amount or recovery for damages will be applied as follows: (i) firstprocure for Licensee the rights to continue using the Application Software; (ii) replace the infringing Application Software with non-infringing Application Software of equal performance and quality which are materially the functional equivalent of the infringing Application Software; (iii) modify the infringing Application Software so it becomes non-infringing while materially maintaining the functionality thereof, or (iv) if none of the foregoing are commercially practicable, refund all sums paid to reimburse Licensor by Licensee with respect to the Parties infringing Application Software less one-sixtieth (1/60th) thereof for their expenses each month or portion thereof that has ensued following acceptance of the infringing Application Software. Licensor will then be released from any further obligation whatsoever to Licensee with respect to the infringing part of the Application Software. Nothing in this Section shall be deemed to make Licensor liable for any patent or copyright infringement suits that arise in connection with (a) designs, modifications, use, integration or data furnished by Licensee if infringement would have been avoided by not using or combining the litigation, including compensation for Application Software with such other programs or data or (b) if infringement would have been avoided by the time and expenses use of any Licensors and an updated version made available to Licensee’s personnel involved in the suit in accordance with an agreement entered into between the Parties before such suit is brought, and (ii) second, the Parties will share any monies remaining in accordance with an agreement entered into between the Parties before such suit is brought. 9.4 Licensors will have the right in its absolute discretion during the Term of this Agreement to commence suits for infringement of the Licensed Patents for any infringement outside the Field of Use. 9.5 Notwithstanding the pendency of any infringement or other claim or action by or against Licensee, Licensee will have no right to reduce, terminate, suspend or escrow payment of any amounts required to be paid to Licensors pursuant to this Agreement. * Confidential treatment requested UT-B #PLA 1562 and UC-A #IPA 0749 RRS/MTF

Infringement. 9.1 Licensee will notify Licensors a. Both parties agree promptly to give notice in writing to the other party of any infringement or suspected or threatened infringement by a third party of the Licensed Patents in the Field Property which it learns of Use, and each Party will inform the other of at any evidence of such suspected infringement within a reasonable time of obtaining such evidence. 9.2 Licensors will have the right during the term of this Agreement Agreement. b. Upon learning of any such potential infringement under Section 7(a), Licensor may, but shall not be obligated to, take whatever action it deems necessary or desirable to institute, prosecute, protect or enforce its and settle at its own expense suits for infringement of Licensee's rights to the Licensed Patents for any infringement occurring within Property, including the Field filing and prosecution of Uselitigation, and if required by lawopposition or cancellation proceedings, Licensee will join as party plaintiff in such suit. Where such suit is brought by Licensors, Licensors will be entitled to retain all damages and any other consideration recovered at successful conclusion the institution of the suit, after having reimbursed the Licensors federal or state proceedings and the Licensee for any cost incurred in such suit (including compensation for the time and expenses of any right to settle, subject to Licensee’s personnel involved in the suit)'s approval, such reimbursement being made on a prorated basis in the event such damages and other consideration are which shall not sufficient to cover the costs incurred by both the Licensors and the Licensee. 9.3 unreasonably be withheld. In the event Licensors decides that Licensor takes such action, Licensee shall provide, at Licensor's expense, reasonable cooperation to Licensor in the execution of any documents or other similar assistance required for Licensor to take such steps, including joining Licensor as a party in any litigation where reasonably necessary for the conduct thereof. Licensor agrees to notify Licensee in writing of Licensor's decision and course of action as soon as reasonably possible following the receipt of any notice from the Licensee under Section 7(a) above. c. In the event that Licensor elects not to bring any such suit, Licensors will so notify Licensee and Licensee may bring such suit provided that (1exercise its rights under Section 7(b) there are no other licensees or fails to take action under Section 7(b) within 30 days of any of the Licensed Patents and (2) Licensors has not commenced suit for enforcement of the Licensed Patents pursuant to 9.4 below. Settlement of any suit brought by Licensee will require the consent of Licensors and Licensee, which neither will unreasonably withhold from the other, and any settlement amount learning or recovery for damages will be applied as follows: (i) first, to reimburse the Parties for their expenses in connection with the litigation, including compensation for the time and expenses of any Licensors and Licensee’s personnel involved in the suit in accordance with an agreement entered into between the Parties before such suit is brought, and (ii) second, the Parties will share any monies remaining in accordance with an agreement entered into between the Parties before such suit is brought. 9.4 Licensors will have the right in its absolute discretion during the Term of this Agreement to commence suits for infringement of the Licensed Patents for any infringement outside the Field of Use. 9.5 Notwithstanding the pendency receiving notice of any infringement or other claim suspected or action by or against Licenseethreatened infringement, Licensee will shall have no the right, but not the obligation, at its sole expense and upon prior written notice to Licensor, to take such action as it deems necessary for the protection of its and Licensor's rights in and to the Licensed Property, including the institution of federal and state proceedings and the right to reducesettle, terminatesubject to Licensor's approval, suspend or escrow payment which shall not be unreasonably withheld. In the event Licensee takes any action permitted under this Section 7(c), Licensor shall provide, at Licensee's expense, reasonable cooperation to Licensee in the execution of any amounts documents or other similar assistance required for Licensee to be paid take such steps, including joining Licensee as a party in any litigation where reasonably necessary for the conduct thereof. If Licensee decides not to Licensors take any action with respect to such infringement to enforce its rights pursuant to this AgreementSection, it shall promptly notify Licensor of such decision. d. Nothing in this Agreement shall be construed to prevent Licensor and Licensee from taking action jointly in any infringement suit or other action with respect to the Licensed Property. e. The party that takes action against an unauthorized third party use (unless the action is taken jointly) shall receive and retain any and all funds recovered in such an action, including without limitation, the settlement thereof, after all parties are reimbursed for all out-of-pocket costs and expenses incurred by them in connection with such action. * Confidential treatment requested UT-B #PLA 1562 If the action is taken jointly, the parties will share the expenses equally and, after payment of expenses, the parties shall share equally any and UC-A #IPA 0749 RRS/MTFall funds recovered in an action, including without limitation, the settlement thereof.

Infringement. 9.1 Licensee will shall immediately notify Licensors in writing Licensor of any suspected infringement use of the Licensed Patents Trademark by third parties which infringes the Retail License or the Institutional License during their respective terms. Licensor shall have the obligation to pursue any infringements of the Trademark at Licensor's expense; provided however that Licensor may at its option, in the Field of Use, and each Party will inform the other of any evidence lieu of such suspected infringement within a reasonable time of obtaining such evidence. 9.2 Licensors will have defense, transfer and convey the right during the term of this Agreement Trademark to institute, prosecute, and settle at its own expense suits for infringement of the Licensed Patents for any infringement occurring within the Field of Use, and if required by law, Licensee will join as party plaintiff in such suit. Where such suit is brought by Licensors, Licensors will be entitled to retain all damages and any other consideration recovered at successful conclusion of the suit, after having reimbursed the Licensors and the Licensee for any cost incurred in such suit (including compensation for the time use on and expenses of any Licensee’s personnel involved in the suit), such reimbursement being made on a prorated basis in the event such damages and other consideration are not sufficient to cover the costs incurred by both the Licensors and the Licensee. 9.3 In the event Licensors decides not to bring any such suit, Licensors will so notify Licensee and Licensee may bring such suit provided that (1) there are no other licensees of any of the Licensed Patents and (2) Licensors has not commenced suit for enforcement of the Licensed Patents pursuant to 9.4 below. Settlement of any suit brought by Licensee will require the consent of Licensors and Licensee, which neither will unreasonably withhold from the other, and any settlement amount or recovery for damages will be applied as follows: (i) first, to reimburse the Parties for their expenses in connection with the litigationGoods and any other items Licensor may have approved under Section 2 hereof If Licensor makes such transfer, including compensation Licensee shall grant to Licensor a perpetual, paid-up license for all uses not then covered by Licensee's license, on terms comparable to those set out herein excluding the provisions herein dealing with the duty to defend the Trademark. In the event Licensor files suit and is successful in obtaining a decision of infringement, any monetary award of the court in Licensor shall be for Licensor's sole account. Licensor shall not enter into any settlement agreements with any infringers that permits the continuing use of the infringing mark unless Licensee has been adv▇▇▇▇ of all of the terms of the settlement and has agreed in writing to the Licensor's acceptance of such terms. Licensee agrees to reasonably cooperate with Licensor in pursuing infringements of the Trademark. In the event that Licensor takes no action against an infringer of the Trademark, Licensee may do so at Licensor's expense and may join Licensor as a party, and Licensor shall provide all reasonable cooperation to Licensee for the time and expenses prosecution of any Licensors and Licensee’s personnel involved in the suit in accordance with an agreement entered into between case. In the Parties before such suit event the Licensee is brought, and (ii) secondawarded a monetary judgment for the successful prosecution of the infringement, the Parties will share any monies remaining in accordance with an agreement entered into between award shall be for the Parties before such suit is brought. 9.4 Licensors will have the right in its absolute discretion during the Term of this Agreement to commence suits for infringement sole account of the Licensed Patents for any infringement outside the Field of Use. 9.5 Notwithstanding the pendency of any infringement or other claim or action by or against Licensee, subject to a credit to the Licensor for its obligation to bear the expense of the action. Licensee will have no right shall not enter into any settlement agreements with any infringers that permits the continuing use of the infringing mark unless Licensor has been ad▇▇▇▇d of all the terms of the settlement and has agreed in writing to reduce, terminate, suspend or escrow payment Licensor's acceptance of any amounts required to be paid to Licensors pursuant to this Agreement. * Confidential treatment requested UT-B #PLA 1562 and UC-A #IPA 0749 RRS/MTFsuch terms.

Infringement. 9.1 Licensee will 8.1. Each party to this Agreement shall promptly notify Licensors in writing of any suspected infringement of the Licensed Patents in the Field of Use, and each Party will inform the other of any material infringement of Licensed Product Patents or Alternative Product Patents or misappropriation of Licensed Product Technology or Alternative Product Technology of which it becomes aware within the Territory, and shall provide the other with any available evidence thereof. ImClone shall have the right, but not the obligation, to bring, defend and maintain any appropriate suit, action or proceeding involving any such infringement (an "Infringement Action"). ImClone shall give Merck notice of its intention to commence any such Infringement Action and Merck may at any time elect to participate in such Infringement Action in accordance with Section 8.2. ***Confidential Treatment Requested 8.2. In an Infringement Action brought in accordance with Section 8.1(a), Merck shall, upon the reasonable request of ImClone, cooperate with and assist ImClone by, for example, executing all papers and performing such other acts as reasonably may be required and, at its option, may be represented by counsel of its choice at Merck's expense. Should ImClone lack standing or jurisdiction to bring any Infringement Action, Merck shall do so at ImClone's request, at ImClone's expense. 8.3. Subject to the right of Merck to be represented by counsel of its choice, ImClone shall have the exclusive right to control any Infringement Action brought, defended or maintained by ImClone pursuant to this Section 8.3 or by Merck pursuant to the last sentence of Section 8.2; provided, however, that ImClone may not, without the prior written consent of Merck (which consent may not be unreasonably withheld), enter into any agreement or other arrangement effecting a settlement of such suspected infringement within a reasonable time of obtaining such evidenceInfringement Action. 9.2 Licensors will 8.4. Subject to Section 8.5 hereof, any damages collected pursuant to this Article VIII (whether by judgment or settlement) first shall be applied to reimburse the parties for their respective litigation expenses. If the damages are insufficient to reimburse both parties for such litigation expenses, the parties shall receive reimbursement pro rata. Any remaining amounts of damages shall be justly and equitably distributed between the parties in order to reflect the relative benefits, as reflected in the royalties provisions set forth in Section 4.2 hereof, the parties would have received hereunder but for the infringement or misappropriation that was the subject of the Infringement Action. 8.5. If Merck shall have given notice of a material infringement of Licensed Product Patents or Alternative Product Patents in accordance with Section 8.1, and ImClone shall have failed to bring such an Infringement Action within thirty (30) calendar days of receiving such notice, Merck, at Merck's expense, shall have the right during the term of this Agreement to institute, prosecute, and settle at its own expense suits for infringement of the Licensed Patents for any infringement occurring within the Field of Use, and if required by law, Licensee will join as party plaintiff in such suit. Where such suit is brought by Licensors, Licensors will be entitled to retain all damages and any other consideration recovered at successful conclusion of the suit, after having reimbursed the Licensors and the Licensee for any cost incurred in such suit (including compensation for the time and expenses of any Licensee’s personnel involved in the suit), such reimbursement being made on a prorated basis in the event such damages and other consideration are not sufficient to cover the costs incurred by both the Licensors and the Licensee. 9.3 In the event Licensors decides not to bring any such suitand maintain an Infringement Action; provided, Licensors will so notify Licensee and Licensee however, that Merck may bring such suit provided that (1) there are no other licensees of any of not, without the Licensed Patents and (2) Licensors has not commenced suit for enforcement of the Licensed Patents pursuant to 9.4 below. Settlement of any suit brought by Licensee will require the prior written consent of Licensors and LicenseeImClone, which neither will consent shall not be unreasonably withhold from the otherwithheld, and enter into any settlement amount or recovery for damages will be applied as follows: (i) first, to reimburse the Parties for their expenses in connection with the litigation, including compensation for the time and expenses of any Licensors and Licensee’s personnel involved in the suit in accordance with an agreement entered into between the Parties before such suit is brought, and (ii) second, the Parties will share any monies remaining in accordance with an agreement entered into between the Parties before such suit is brought. 9.4 Licensors will have the right in its absolute discretion during the Term of this Agreement to commence suits for infringement of the Licensed Patents for any infringement outside the Field of Use. 9.5 Notwithstanding the pendency of any infringement or other claim or action by or against Licensee, Licensee will have no right to reduce, terminate, suspend or escrow payment arrangement effecting a settlement of any amounts required to be paid to Licensors pursuant to this Agreement. * such Infringement ***Confidential treatment requested UT-B #PLA 1562 and UC-A #IPA 0749 RRS/MTFTreatment Requested

Infringement. 9.1 Licensee will notify Licensors in writing of any suspected infringement 14.1 Subject to Article 13.3 hereof, NTI and ▇▇▇▇ shall render to CMCC all reasonable assistance as may be required to preserve the validity and enforceability of the Licensed CMCC Patents in the Field of Use, Territory. NTI and each Party will inform the other of any evidence of such suspected infringement within a reasonable time of obtaining such evidence. 9.2 Licensors will have the right during the term of this Agreement to institute, prosecute, and settle at its own expense suits for infringement of the Licensed Patents for any infringement occurring within the Field of Use, and if required by law, Licensee will join as party plaintiff ▇▇▇▇ shall promptly notify CMCC in such suit. Where such suit is brought by Licensors, Licensors will be entitled to retain all damages and any other consideration recovered at successful conclusion of the suit, after having reimbursed the Licensors and the Licensee for any cost incurred in such suit (including compensation for the time and expenses of any Licensee’s personnel involved in the suit), such reimbursement being made on a prorated basis in the event such damages and other consideration are not sufficient to cover the costs incurred by both the Licensors and the Licensee. 9.3 In the event Licensors decides not to bring any such suit, Licensors will so notify Licensee and Licensee may bring such suit provided that (1) there are no other licensees of any of the Licensed Patents and (2) Licensors has not commenced suit for enforcement of the Licensed Patents pursuant to 9.4 below. Settlement of any suit brought by Licensee will require the consent of Licensors and Licensee, which neither will unreasonably withhold from the other, and any settlement amount or recovery for damages will be applied as follows: writing (i) first, to reimburse the Parties for their expenses in connection with the litigation, including compensation for the time and expenses of any Licensors and Licensee’s personnel involved in all infringements, imitations, illegal use, misuse, or misappropriation, by any third party of the suit in accordance with an agreement entered into between the Parties before such suit is broughtCMCC Patents which come to their attention, and (ii) secondof any claims or objections that ▇▇▇▇ and/or NTI's use of the CMCC Patents hereunder may or will infringe the copyrights, patents, designs, trademarks or other proprietary rights of any other third party. CMCC as the Parties owner or authorized licensee of the CMCC Patents, shall be responsible for taking any action or initiating any proceedings which CMCC, in its sole discretion, determines to be necessary or appropriate to prevent any infringement of the CMCC Patents, and NTI and ▇▇▇▇ shall provide CMCC with such assistance as may be reasonably requested in connection with any such action or proceeding. 14.2 If CMCC fails to or decides not to take any action or to initiate proceedings necessary to prevent the infringement of the CMCC Patents within sixty (60) days after written notice of such infringement, ▇▇▇▇ shall have the right to take such action or to initiate such proceedings to enforce and/or defend the CMCC Patents. In the event that ▇▇▇▇ undertakes the enforcement and/or the defense of the CMCC Patents by litigation, ▇▇▇▇ may withhold the one- half of the payments otherwise due to CMCC under Article 8 hereof and apply the same toward reimbursement of ▇▇▇▇' expenses, including reasonable attorney's fees, in connection therewith. Subject to these set-off rights of ▇▇▇▇ to recover costs and expenses of the infringement litigation, any damages recovered by ▇▇▇▇ in such litigation will share any monies remaining be allocated among the parties in accordance with an agreement entered into between the Parties before such suit is broughtpercentage share of the Royalty Income as set forth in Exhibit C hereto. 9.4 Licensors will have 14.3 NTI and CMCC shall render to ▇▇▇▇ all reasonable assistance as may be required to preserve the right validity and enforceability of ▇▇▇▇' rights, title and interests in and to the ▇▇▇▇ Patents or other Intellectual Property Rights in its absolute discretion during the Term Products. NTI and CMCC agree that they shall promptly notify ▇▇▇▇ in writing (i) of this Agreement to commence suits for infringement any and all infringements, imitations, illegal use, misuse, or misappropriation, by any third party of the Licensed ▇▇▇▇ Patents or other Intellectual Property Rights which come to its attention, and (ii) of any claims or objections that any use of the ▇▇▇▇ Patents or other Intellectual Property Rights, if any, may or will infringe the copyrights, patents, designs, trademarks or other proprietary rights of any other third party. ▇▇▇▇ as the owner or authorized licensee of the ▇▇▇▇ Patents or other Intellectual Property Rights, shall be responsible for taking any action or initiating any proceedings which ▇▇▇▇, in its sole discretion, determines to be necessary or appropriate to prevent any infringement outside the Field of Use▇▇▇▇ Patents and/or other Intellectual Property Rights, and NTI and CMCC shall provide ▇▇▇▇ with such assistance as may be reasonably requested by ▇▇▇▇ in connection with any such action or proceeding. 9.5 Notwithstanding the pendency of any infringement or other claim or action by or against Licensee, Licensee will have no right to reduce, terminate, suspend or escrow payment of any amounts required to be paid to Licensors pursuant to this Agreement. * Confidential treatment requested UT-B #PLA 1562 and UC-A #IPA 0749 RRS/MTF

Infringement. 9.1 Licensee A. In the event that the LICENSOR or LICENSEE determines that a third party is making, using or selling a product that may infringe a Subject Patent, it will promptly notify Licensors the other party in writing writing. LICENSEE may, at it sole option, bring suit against such alleged infringer. In the event LICENSEE decides to bring suit, it shall give prompt written notice to the LICENSOR of that fact. All recoveries in such suit shall inure to the benefit of LICENSEE, except that the LICENSOR shall have the right to elect to pay up to fifty percent (50%) of the litigation costs and receive a percentage of any suspected recovery equal to the percentage of litigation costs paid. The LICENSOR must make such election within thirty (30) days of its receipt of notice that LICENSEE has decided to bring suit. The LICENSOR shall also have the right to choose to be represented by separate counsel in any such suit. If LICENSEE elects not to bring a suit against the alleged infringer, it shall promptly notify the LICENSOR of that fact and the LICENSOR shall have the right to commence such action at its own cost and expense, in which case any recoveries shall inure to the benefit of the LICENSOR. B. In the event that LICENSEE, an Affiliate or a sublicensee is sued by a third party charging patent infringement for the manufacture, use or sale of a Licensed Product, LICENSEE shall promptly notify the LICENSOR. LICENSEE shall be entitled to withhold up to fifty percent (50%) of the royalties otherwise payable to the LICENSOR, and use that withheld royalty to reimburse itself for legal defense costs incurred in such infringement suit, provided, however, that the infringement suit is based on a particular feature of the Licensed Patents Product that is covered by a Subject Patent. If LICENSEE avails itself of the provisions of this paragraph, LICENSEE agrees to supply the LICENSOR with proof of the legal costs incurred. LICENSOR's liability for such infringement shall be limited to 50% (fifty percent) of all royalties paid by LICENSEE to LICENSOR up to the date of judgment in such infringement suit. C. If LICENSEE, any of its Affiliates or any of its sublicensees is required to pay a royalty to other than the Field LICENSOR as a result of Usea final judgment or settlement in order to make and/or sell a Licensed Product then in that event, and each Party will inform the royalty payable to the LICENSOR shall be reduced by the amount of royalty that LICENSEE, the Affiliate or the sublicensee shall be required to pay to other than the LICENSOR, but in no event shall the royalty payable to the LICENSOR be reduced by more than fifty percent (50%) from the royalty rate specified in Article IV. If LICENSEE avails itself of any evidence the provisions of this paragraph, LICENSEE agrees to provide the LICENSOR with proof of such suspected infringement within a reasonable time of obtaining such evidenceroyalties paid to the third party. 9.2 Licensors will have the right during the term of this Agreement to institute, prosecute, and settle at its own expense suits for infringement of the Licensed Patents for any infringement occurring within the Field of Use, and if required by law, Licensee will join as party plaintiff in such suit. Where such suit is brought by Licensors, Licensors will be entitled to retain all damages and any other consideration recovered at successful conclusion of the suit, after having reimbursed the Licensors and the Licensee for any cost incurred in such suit (including compensation for the time and expenses of any Licensee’s personnel involved in the suit), such reimbursement being made on a prorated basis in the event such damages and other consideration are not sufficient to cover the costs incurred by both the Licensors and the Licensee. 9.3 D. In the event Licensors decides not that any claim(s) of a Subject Patent are finally determined by a court to bring any such suit, Licensors will so notify Licensee and Licensee may bring such suit provided that (1) there are no other licensees of any of the Licensed Patents and (2) Licensors has not commenced suit for enforcement of the Licensed Patents pursuant to 9.4 below. Settlement of any suit brought by Licensee will require the consent of Licensors and Licensee, which neither will unreasonably withhold from the other, and any settlement amount be invalid or recovery for damages will be applied as follows: (i) first, to reimburse the Parties for their expenses in connection with the litigation, including compensation for the time and expenses of any Licensors and Licensee’s personnel involved in the suit in accordance with an agreement entered into between the Parties before such suit is brought, and (ii) secondunenforceable, the Parties will share any monies remaining parties hereto agree to negotiate a reduced royalty provided for in accordance with an agreement entered into between the Parties before Article IV, clause A in view of such suit is broughtdetermination. 9.4 Licensors will have the right in its absolute discretion during the Term of this Agreement to commence suits for infringement of the Licensed Patents for any infringement outside the Field of Use. 9.5 Notwithstanding the pendency of any infringement or other claim or action by or against Licensee, Licensee will have no right to reduce, terminate, suspend or escrow payment of any amounts required to be paid to Licensors pursuant to this Agreement. * Confidential treatment requested UT-B #PLA 1562 and UC-A #IPA 0749 RRS/MTF

Infringement. 9.1 (a) Licensee shall promptly notify Licensor of any infringement, unauthorized use, or dilution of the Licensed Marks which may come to Licensee's attention. Licensor shall have the sole initial right to determine whether or not any action shall be taken with respect to such infringement, unauthorized use, or dilution, and the nature of the action to be taken. Licensee agrees to cooperate in any reasonable manner with Licensor in the conduct of such litigation, at Licensor's expense. Any recovery obtained by Licensor as a result of any such action brought under this Section 10(a) shall belong to Licensor. (b) In the event that Licensor determines that litigation or other legal action should not be commenced or otherwise fails, after a reasonable period of time, to take reasonable action to stop such infringement, unauthorized use or dilution, Licensee may, upon Licensor's written consent (which consent shall not be unreasonably withheld), do so in its own name, and Licensor will cooperate in any reasonable manner with Licensee in the conduct of such litigation or other legal action, at Licensee's expense. Any recovery obtained by Licensee as a result of any such action brought under this Section 10(b) shall belong to Licensee. (c) In the event that a third party commences an infringement or other legal action against Licensee as a result of its use of the Licensed Marks, Licensee shall promptly notify Licensors Licensor in writing of such action. Licensor may, in its sole discretion, join and control the defense of such action at Licensor's expense, and Licensee shall cooperate in such defense as requested by Licensor, at Licensor's expense. (d) Notwithstanding anything to the contrary in this Section 10 or anywhere else herein, in no event shall Licensor have the right, without the prior written consent of Licensee, to enter into a settlement with any suspected infringement of third party whereby Licensor grants any rights to, or in any way authorizes the use of, the Licensed Patents in the Field of Use, and each Party will inform the other of any evidence of such suspected infringement within a reasonable time of obtaining such evidence. 9.2 Licensors will have the right during the term of this Agreement to institute, prosecute, and settle at its own expense suits for infringement of the Licensed Patents for any infringement occurring within the Field of Use, and if required by law, Licensee will join as party plaintiff in such suit. Where such suit is brought by Licensors, Licensors will be entitled to retain all damages and any other consideration recovered at successful conclusion of the suit, after having reimbursed the Licensors and the Licensee for any cost incurred in such suit (including compensation for the time and expenses of any Licensee’s personnel involved in the suit), such reimbursement being made on a prorated basis in the event such damages and other consideration are not sufficient to cover the costs incurred by both the Licensors and the Licensee. 9.3 In the event Licensors decides not to bring any such suit, Licensors will so notify Licensee and Licensee may bring such suit provided that (1) there are no other licensees of any of the Licensed Patents and (2) Licensors has not commenced suit for enforcement of the Licensed Patents pursuant to 9.4 below. Settlement of any suit brought by Licensee will require the consent of Licensors and Licensee, which neither will unreasonably withhold from the other, and any settlement amount or recovery for damages will be applied as follows: (i) first, to reimburse the Parties for their expenses Marks in connection with the litigation, including compensation for the time vehicle management and expenses of any Licensors fuel card products and Licensee’s personnel involved in the suit in accordance with an agreement entered into between the Parties before such suit is brought, and (ii) second, the Parties will share any monies remaining in accordance with an agreement entered into between the Parties before such suit is broughtservices. 9.4 Licensors will have the right in its absolute discretion during the Term of this Agreement to commence suits for infringement of the Licensed Patents for any infringement outside the Field of Use. 9.5 Notwithstanding the pendency of any infringement or other claim or action by or against Licensee, Licensee will have no right to reduce, terminate, suspend or escrow payment of any amounts required to be paid to Licensors pursuant to this Agreement. * Confidential treatment requested UT-B #PLA 1562 and UC-A #IPA 0749 RRS/MTF

Infringement. 9.1 13.1 The Licensee will notify Licensors shall inform the Licensor promptly in writing of any suspected alleged infringement of the Licensed Patents by a third party and of any available evidence thereof. 13.2 During the term of this License Agreement, the Licensor shall have the right, but shall not be obligated, to prosecute at its own expense all infringements of the Licensed Patents and, in furtherance of such right, the Licensee hereby agrees that the Licensor may include the Licensee as a party plaintiff in any such suit, without expense to the Licensee. The total cost of any such infringement action commenced or defended solely by the Licensor shall be borne by the Licensor and the Licensor shall keep any recovery or damages for past infringement derived therefrom. 13.3 If within six (6) months after having been notified of any alleged infringement, the Licensor shall have been unsuccessful in persuading the alleged infringer to desist and shall not have brought and shall not be diligently prosecuting an infringement action, or if the Licensor shall notify the Licensee at any time prior thereto of its intention not to bring suit against any alleged infringer in the Licensed Territory and the Licensed Field, then, and in those events only, the Licensee shall have the right, but shall not be obligated, to prosecute at its own expense any infringement of the Licensed Patents in the Field of UseLicensed Territory and the Licensed Field, and each Party will inform the Licensee may, for such purposes, use the name of the Licensor as party plaintiff; provided, however, that such right to bring such an infringement action shall remain in effect only for so long as the license granted herein remains exclusive. No settlement, consent judgment, or other voluntary final disposition of the suit may be entered into without the consent of the Licensor, which consent shall not unreasonably be withheld. The Licensee shall indemnify the Licensor against any evidence of order for costs that may be made against the Licensor in such suspected infringement within a reasonable time of obtaining such evidenceproceedings. 9.2 Licensors will have 13.4 In the right during event that the term of this Agreement to institute, prosecute, and settle at its own expense suits for infringement Licensee shall undertake the enforcement and/or defense of the Licensed Patents for any infringement occurring within by litigation, the Field of Use, and if required by law, Licensee will join as party plaintiff in such suit. Where such suit is brought by Licensors, Licensors will be entitled may withhold up to retain all damages and any other consideration recovered at successful conclusion fifty percent (50%) of the suitpayments otherwise thereafter due the Licensor under Section 6 hereof and apply the same toward reimbursement of up to half of the Licensee’s expenses, after having reimbursed the Licensors and including reasonable attorneys’ fees, in connection therewith. Any recovery of damages by the Licensee for any cost incurred in each such suit (including compensation for the time and expenses shall be applied first in satisfaction of any Licensee’s personnel involved in unreimbursed expenses and legal fees of the Licensee relating to such suit), and next toward reimbursement of the Licensor for any payments under Section 6 hereof past due or withheld and applied pursuant to this Section 13. The balance remaining from any such reimbursement being made on a prorated basis in recovery shall be divided equally between the event such damages and other consideration are not sufficient to cover the costs incurred by both the Licensors Licensee and the LicenseeLicensor. 9.3 13.5 In the event Licensors decides not to bring any such suit, Licensors will so notify Licensee and Licensee may bring such suit provided that (1) there are no other licensees of any a declaratory judgment action alleging invalidity or noninfringement of the Licensed Patents shall be brought against the Licensee, the Licensor, at its option, shall have the right, within thirty (30) days after commencement of such action, to intervene and (2) Licensors has not commenced take over the sole defense of the action at its own expense. 13.6 In any infringement suit for enforcement of as either party may institute to enforce the Licensed Patents pursuant to 9.4 below. Settlement this License Agreement, the other party hereto shall, at the request and expense of any suit brought by Licensee will require the consent of Licensors party initiating such suit, cooperate in all respects and, to the extent possible, have its employees testify when requested and make available relevant records, papers, information, samples, specimens, and the like. 13.7 The Licensee, which neither will unreasonably withhold from during the otherexclusive period of this License Agreement, and any settlement amount or recovery for damages will be applied as follows: (i) first, to reimburse shall have the Parties for their expenses in connection with the litigation, including compensation for the time and expenses of any Licensors and Licensee’s personnel involved in the suit sole right in accordance with an agreement entered into between the Parties before terms and conditions herein to sublicense any alleged infringer in the Licensed Territory and the Licensed Field for future use of the Licensed Patents. Any fees or royalties received by the Licensee as part of such suit is brought, and (ii) second, the Parties will share any monies remaining a sublicense shall be treated in accordance with an agreement entered into between the Parties before such suit is broughtSections 2.5 and 6 hereof. 9.4 Licensors will have the right in its absolute discretion during the Term of this Agreement to commence suits for infringement of the Licensed Patents for any infringement outside the Field of Use. 9.5 Notwithstanding the pendency of any infringement or other claim or action by or against Licensee, Licensee will have no right to reduce, terminate, suspend or escrow payment of any amounts required to be paid to Licensors pursuant to this Agreement. * Confidential treatment requested UT-B #PLA 1562 and UC-A #IPA 0749 RRS/MTF

Infringement. 9.1 Licensee will 8.1 LICENSEE shall notify Licensors in writing LICENSOR of any suspected infringement of the Licensed Patents in the Field of Use, and each Party will inform the other of any evidence of such suspected infringement within Patent Rights by a reasonable time of obtaining such evidencethird party. 9.2 Licensors will 8.2 In the event that information becomes known to or is brought to the attention of LICENSEE that others without license are unlawfully infringing upon rights granted to LICENSEE pursuant to this Agreement, LICENSEE shall diligently prosecute any infringer at LICENSEE's cost and expense. LICENSEE arid LICENSOR acknowledge and agree that, although LICENSOR shall have the right during at LICENSOR'S option to prosecute infringers, LICENSOR is not desirous of being a party to any such infringement suit. LICENSEE shall not join LICENSOR as a party-plaintiff to any suit which LICENSEE may institute unless necessary for the term maintenance of this Agreement to institute, prosecutesaid suit, and settle at its own expense suits for infringement then only with the prior knowledge and written consent of the Licensed Patents LICENSOR. In such event, LICENSOR shall not be chargeable for any costs or expenses. LICENSOR shall execute all documents necessary for the prosecution of any infringement occurring suit brought by LICENSEE and provide other such support as LICENSEE may require, all however at the expense, with respect to travel and the like, of LICENSEE. LICENSEE is under no obligation to defend an action brought by a third party alleging that the Patent Rights infringe an issued U.S. patent or to defend a declaratory judgment action brought by a third party asserting that the Patent Rights are invalid as anticipated by, or obvious over, prior art. 8.3 In the event that LICENSOR decides to institute suit, it shall notify LICENSEE in writing. LICENSEE's failure to notify LICENSOR in writing, within thirty (30) days after the Field date of Usenotice, that it will join in enforcing the patent pursuant to the provisions hereof, shall be deemed conclusively to be LICENSEE's assignment to LICENSOR of all rights, causes of actions, and if required by lawdamages resulting from any such alleged infringement, Licensee will join as party plaintiff in such suit. Where such suit is brought by Licensors, Licensors will and LICENSOR shall be entitled to retain all damages and any other consideration recovered at successful conclusion of the suit, after having reimbursed the Licensors and the Licensee for any cost incurred in such suit (including compensation for the time and expenses entire amount of any Licensee’s personnel involved in the suit)recovery or settlement. Furthermore, such reimbursement being made on a prorated basis in the event such damages and other consideration are not sufficient to cover the costs incurred by both the Licensors and the Licenseeat its option, LICENSOR may join LICENSEE as plaintiff. 9.3 In the event Licensors decides not to bring any such suit, Licensors will so notify Licensee and Licensee may bring such suit provided that (1) there are no other licensees of any of the Licensed Patents and (2) Licensors has not commenced suit for enforcement of the Licensed Patents pursuant to 9.4 below. Settlement of any suit brought by Licensee will require the consent of Licensors and Licensee, which neither will unreasonably withhold from the other, and any settlement amount or recovery for damages will be applied as follows: (i) first, to reimburse the Parties for their expenses in connection with the litigation, including compensation for the time and expenses of any Licensors and Licensee’s personnel involved in the suit in accordance with an agreement entered into between the Parties before such suit is brought, and (ii) second, the Parties will share any monies remaining in accordance with an agreement entered into between the Parties before such suit is brought. 9.4 Licensors will have the right in its absolute discretion during the Term of this Agreement to commence suits for infringement of the Licensed Patents for any infringement outside the Field of Use. 9.5 Notwithstanding the pendency of any infringement or other claim or action by or against Licensee, Licensee will have no right to reduce, terminate, suspend or escrow payment of any amounts required to be paid to Licensors pursuant to this Agreement. * Confidential treatment requested UT-B #PLA 1562 and UC-A #IPA 0749 RRS/MTF

Infringement. 9.1 Licensee will notify Licensors Section 7.1 LICENSEE and/or sublicensees shall inform UFRFI promptly in writing writing, of any suspected alleged infringement of the Licensed Patents in the Field of Use, Patent Rights by a third party and each Party will inform the other of any available evidence of such suspected infringement within a reasonable time of obtaining such evidencethereof. 9.2 Licensors will have the right during Section 7.2 During the term of this Agreement Agreement, LICENSEE and/or sublicensees shall have the primary responsibility to instituteprosecute any alleged infringement of Patent Rights, including the defense of any claims of invalidity of the Patent Rights made in connection therewith by the infringers. UFRFI shall have the right, but not the obligation, (a) to share up to 50% of the costs, provided however, that if a sublicensee exercises its right under its sublicense agreement to share in up to 50% of the said costs, UFRFI shall only have the right to share in 50% of the costs not assumed by such sublicensee, or (b) to assume 100% of the costs if LICENSEE and/or sublicensees choose not to prosecute. Either party may claim the other as co-plaintiff. The total cost of any such infringement action shall be shared appropriately with respect to expenses incurred. No settlement, consent judgment or other voluntary final disposition of the suit may be entered into without the consent of UFRFI, which consent shall not unreasonably be withheld; provided, however, that LICENSEE shall indemnify UFRFI against any order for costs that may be made against UFRFI in such proceedings, in accordance with this Paragraph. Section 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 UFRFI hereunder and apply the same toward reimbursement of its expenses, including reasonable attorneys’ fees, in connection therewith. Said withholding of royalties shall begin no earlier than the date LICENSEE first receives a ▇▇▇▇ for professional services or expenses associated with the enforcement and/or defense of the Patent Rights. Any recovery of damages by LICENSEE for any such suit shall be applied first in satisfaction of any unreimbursed expenses and legal fees of LICENSEE relating to the suit, and settle at its own expense suits for infringement next toward reimbursement of the Licensed Patents UFRFI for any infringement occurring within royalties past due or withheld with interest and applied pursuant to this Article VII. Any additional monies recovered from the Field settlement of Use, any such suit shall be shared on a pro rata basis between LICENSEE and/or sublicensees and if required UFRFI according to the respective percentages of costs borne by law, Licensee will join as party plaintiff each in such suit. Where such suit is brought by Licensors, Licensors will be entitled to retain all damages and any other consideration recovered at successful conclusion of the suit, after having reimbursed the Licensors and the Licensee for any cost incurred in such suit (including compensation for the time and expenses of any Licensee’s personnel involved in the suit), such reimbursement being made on a prorated basis in the event such damages and other consideration are not sufficient to cover the costs incurred by both the Licensors and the Licensee. 9.3 Section 7.4 In the event Licensors decides not to bring any such suit, Licensors will so notify Licensee and Licensee may bring such suit provided that (1) there are no other licensees of any of the Licensed Patents and (2) Licensors has not commenced suit for enforcement of the Licensed Patents pursuant to 9.4 below. Settlement of any suit brought by Licensee will require the consent of Licensors and Licensee, which neither will unreasonably withhold from the other, and any settlement amount or recovery for damages will be applied as follows: (i) first, to reimburse the Parties for their expenses in connection with the litigation, including compensation for the time and expenses of any Licensors and Licensee’s personnel involved in the suit in accordance with an agreement entered into between the Parties before such suit is brought, and (ii) second, the Parties will share any monies remaining in accordance with an agreement entered into between the Parties before such suit is brought. 9.4 Licensors will have the right in its absolute discretion during the Term of this Agreement to commence suits for infringement of the Licensed Patents for any infringement outside suit as either party may institute to enforce and/or defend the Field of Use. 9.5 Notwithstanding the pendency of any infringement or other claim or action by or against Licensee, Licensee will have no right to reduce, terminate, suspend or escrow payment of any amounts required to be paid to Licensors Patent Rights pursuant to this Agreement. * Confidential treatment , the other party hereto shall, at the request and expense of the party initiating such suit, cooperate in all respects and, to the extent possible, have its employees testify when requested UT-B #PLA 1562 and UC-A #IPA 0749 RRS/MTFmake available relevant records, papers, information, samples, specimens, and the like.

Infringement. 9.1 7.1 The Licensee will hereby undertakes to promptly notify Licensors in writing the Licensor of any suspected notice or claim of infringement or of any action for infringement of patents brought against it by a third party and based upon the Licensed Patents in use of the Field of Use, and each Party will inform Licensor' s Technology by the other Licensee as permitted hereunder. 7.2 In the event of any evidence action for infringement of such suspected infringement within intellectual property rights brought against the Licensee by a reasonable time third party based upon a claim that the use of obtaining such evidence. 9.2 Licensors will an invention claimed by Licensor' s Patents as they relate to Licensor' s Technology results in infringing a third party patent right (the " Action for Infringement" ), the Licensee shall have the right during to suspend the term payment of this Agreement royalties in respect of sales made in the jurisdiction in which the Action for Infringement has been instituted and place the amount of such royalties in escrow until final judgement or until judgment from which the period to institutefile an appeal has expired. In the event the Action for Infringement is dismissed, prosecuteall royalties placed by the Licensee in escrow, and settle at its own expense suits including any accrued interest, shall be paid forthwith to the Licensor. If, on the other hand, the Action for infringement of Infringement is allowed, then the Licensed Patents for any infringement occurring within the Field of Use, and if required by law, Licensee will join as party plaintiff in such suit. Where such suit is brought by Licensors, Licensors will shall be entitled to retain all damages and any other consideration recovered at successful conclusion of the suit, after having reimbursed the Licensors royalties placed by it in escrow and the Licensor is to indemnify and keep indemnified the Licensee for any cost incurred in such suit (including compensation for the time from and expenses of any Licensee’s personnel involved in the suit)against all costs, such reimbursement being made on a prorated basis in the event such expenses, liabilities and damages and other consideration are not sufficient to cover the costs suffered or incurred by both the Licensors Licensee resulting from such claim and the Licensee. 9.3 In the event Licensors decides not to bring any such suit, Licensors will so notify Licensee and Licensee may bring such suit provided that (1) there are no other licensees of any of the Licensed Patents and (2) Licensors has not commenced suit for enforcement of the Licensed Patents pursuant to 9.4 below. Settlement of any suit brought by Licensee will require the consent of Licensors and Licensee, which neither will unreasonably withhold from the other, and any settlement amount royalties paid or recovery for damages will be applied as follows: (i) first, to reimburse the Parties for their expenses in connection with the litigation, including compensation for the time and expenses of any Licensors and Licensee’s personnel involved in the suit in accordance with an agreement entered into between the Parties before such suit is brought, and (ii) second, the Parties will share any monies remaining in accordance with an agreement entered into between the Parties before such suit is brought. 9.4 Licensors will have the right in its absolute discretion during the Term of this Agreement to commence suits for infringement of the Licensed Patents for any infringement outside the Field of Use. 9.5 Notwithstanding the pendency of any infringement or other claim or action by or against Licensee, Licensee will have no right to reduce, terminate, suspend or escrow payment of any amounts required to be paid to Licensors pursuant such third party and, at the Licensee' s option, terminate this agreement forthwith. 7.3 Each party shall promptly upon notice advise the other in writing of any acts of infringement of the Licensor' s Technology and the Patents by a third party. The Licensee may institute and prosecute any proceedings to this Agreementrestrain infringement or defend declaratory judgment actions relating to any rights of the parties in respect of the Licensor' s Technology provided the cost and expense of such proceedings shall be borne by Licensor. * Confidential treatment The Licensor may participate in such proceedings or actions, upon notice to the Licensee to that effect. In addition, if requested UT-B #PLA 1562 by Licensee and UC-A #IPA 0749 RRS/MTFnecessary to prosecute the proceedings or action, the Licensor agrees to be made party to any such proceedings or action, at Licensor' s expense. It is understood and agreed that any financial settlement resulting from such a lawsuit shall paid to the Licensor after deduction therefrom of all costs and expenses incurred by Licensee in pursuing such prosecutions or actions. If the Licensee elects to not take any legal action against an infringing third party, then the Licensor has the right but not the obligation to take such legal action and, in such a case, the Licensor would pay all legal costs and would retain the entire amount of any settlement obtained from such a third party.

Infringement. 9.1 Licensee will notify Licensors 8.1 LICENSOR and LICENSEE shall promptly give notice to the other in writing of any suspected alleged infringement of the Licensed Patents in the Field of Use, and each Party will inform the other of any evidence of Patent Rights. The parties shall thereupon confer as to what steps are to be taken to stop or prevent such suspected infringement within a reasonable time of obtaining such evidenceinfringement. 9.2 Licensors will 8.2 LICENSEE shall have the first right during the term to defend Patent Rights against any infringer at LICENSEE's cost and expense including by bringing any legal action for infringement or defending any counterclaim of this Agreement invalidity or action of a third party for declaratory judgment of non-infringement, which LICENSEE, in its sole discretion, decides is reasonable and necessary for it to institute, prosecute, and undertake. LICENSEE shall bring or defend or may settle any such actions solely at its own expense suits for infringement and through counsel of the Licensed Patents for any infringement occurring within the Field of Use, its selection and if required by law, Licensee will join as party plaintiff in such suit. Where such suit is brought by Licensors, Licensors will be entitled to retain all damages any settlement or damage award received except as provided for in Article 8.5; provided, however, that each LICENSOR shall be entitled in each instance to participate through counsel of its own selection and its own expense. LICENSEE and each LICENSOR acknowledge and agree that, although each LICENSOR shall have the right at such LICENSOR's option to prosecute infringers as provided in the following Article 8.3, LICENSOR is not desirous of being a party to any other consideration recovered at successful conclusion such infringement suit. LICENSEE shall not join LICENSOR as a party-plaintiff in any suit which LICENSEE may institute unless necessary for the maintenance of the said suit, after and then only with the prior knowledge and written consent of LICENSOR, which consent shall not be unreasonably withheld. In such event, LICENSOR shall not be chargeable for any costs or expenses. LICENSOR shall execute all documents necessary for the prosecution of any infringement suit brought by LICENSEE and provide other such support as LICENSEE may require including having reimbursed the Licensors its employees testify when requested and make available relevant records, papers, information, samples, specimens and the Licensee for any cost incurred in such suit (including compensation for like, all however at the time expense, with respect to travel and expenses the like, of any Licensee’s personnel involved in LICENSEE. [+] DESIGNATES PORTIONS OF THIS DOCUMENT THAT HAVE BEEN OMITTED FOR CONFIDENTIALITY PURPOSES 8.3 LICENSOR shall have the suit), such reimbursement being made on a prorated basis right to defend the Patent Rights against infringement in the event that LICENSEE declines to exercise its rights to defend Patent Rights under Article 8.2 and shall have sole discretion to file and prosecute, defend or settle such damages infringement and other consideration are not sufficient declaratory judgment action at its own expense through counsel of its own selection and will be entitled to cover the costs incurred by both the Licensors retain any settlement or damage award received; provided, however, that LICENSEE shall be entitled in each instance to participate through counsel of its own selection and the Licensee. 9.3 In the event Licensors decides not at its own expense. LICENSEE shall have no responsibility or financial obligation with respect to bring any such suit, Licensors will so notify Licensee infringement action except to provide reasonable assistance to LICENSOR as requested and Licensee may bring such suit provided that (1) there are no other licensees of any of the Licensed Patents and (2) Licensors has not commenced suit LICENSOR shall reimburse LICENSEE for enforcement of the Licensed Patents pursuant to 9.4 below. Settlement of any suit brought by Licensee will require the consent of Licensors and Licensee, which neither will unreasonably withhold from the other, and any settlement amount or recovery for damages will be applied as follows: (i) first, to reimburse the Parties for their LICENSEE's out-of-pocket expenses in connection with any such assistance. LICENSEE shall execute all documents necessary for the litigationprosecution of any infringement suit brought by LICENSOR and provide other such support as LICENSOR may require, including compensation for having its employees testify when requested and make available relevant records, papers, information, samples, specimens and the time like, all however at the expense, with respect to travel and expenses the like, of LICENSOR. 8.4 In the event that LICENSOR decides to institute suit, LICENSOR shall be entitled to retain the entire amount of any Licensors recovery or settlement, less all reasonable costs, including attorneys fees, incurred by LICENSEE as a consequence. Furthermore, at its option, LICENSOR may join LICENSEE as plaintiff. 8.5 LICENSOR shall be entitled to the percentage of any recovery obtained in any infringement suit brought by LICENSEE equal to the amount to which LICENSOR would be entitled under the sublicensee royalty provision of this Agreement had said recovery been paid to LICENSEE as sublicense royalties by the defendant in said infringement suit. LICENSEE may deduct its reasonable costs and Licensee’s personnel involved attorneys' fees incurred in prosecuting such suit, to the extent such costs and fees are not otherwise recovered, prior to calculating the share owing to LICENSOR pursuant to this provision. 8.6 Should either LICENSOR or LICENSEE commence a suit under the provisions of Paragraphs 8.2 or 8.3 and thereafter elect to abandon the same, it shall give timely notice to the other party which may, if it so desires, continue prosecution of such suit; provided, however, that the sharing of expenses and any recovery in such suit shall be agreed upon between LICENSOR and LICENSEE. 8.7 LICENSEE during the period of this Agreement, shall have the sole right in accordance with an agreement entered into between the Parties before such suit is broughtterms and conditions herein to sublicense any alleged infringer, and (ii) second, the Parties will share any monies remaining LICENSOR shall be entitled to royalties therefrom as specified in accordance with an agreement entered into between the Parties before such suit is broughtParagraph 4.3. 9.4 Licensors will have the right in its absolute discretion during the Term of this Agreement to commence suits for infringement of the Licensed Patents for any infringement outside the Field of Use. 9.5 Notwithstanding the pendency of any infringement or other claim or action by or against Licensee, Licensee will have no right to reduce, terminate, suspend or escrow payment of any amounts required to be paid to Licensors pursuant to this Agreement. * Confidential treatment requested UT-B #PLA 1562 and UC-A #IPA 0749 RRS/MTF

Infringement. 9.1 Licensee will 12.1 In the event either Party to this Agreement shall learn of the substantial infringement of any of Licensor's Patent Rights, that Party shall notify Licensors the other Party in writing of any suspected such infringement of the Licensed Patents in the Field of Use, and each shall provide such other Party will inform the other of any with reasonable evidence of such suspected infringement. 12.2 The Parties shall use their best efforts in cooperating with each other to terminate such infringement without litigation. Upon their determination that infringement exists, Licensor shall formally notify the infringing party of Licensor's determination that infringement exists. 12.3 If the efforts of the Parties are not successful in abating the infringement within a reasonable time 90 days after the infringer has been formally notified of obtaining such evidence. 9.2 Licensors will infringement by the Licensor, Licensor shall have the right to: A. commence suit on its own; B. join with Licensee in such suit; or C. refuse to participate in such suit, and Licensor shall give notice in writing to Licensee within 10 business days after such 90 day period of its election. Licensee may bring suit for patent infringement only if Licensor elects not to commence or join in any suit other than as nominal party plaintiff and if the infringement occurred during the term of period and in a country where Licensee had exclusive rights under this Agreement Agreement. 12.4 If Licensor elects not to institute, prosecute, commence or join in any suit other than as a nominal party plaintiff and settle at its own expense suits if Licensee brings suit against a third party for infringement of Licensor's Patent Rights, then Licensee's obligation to pay any unpaid fees as provided for herein shall be modified as follows: A. Following the Licensed Patents later of: (i) Licensor's election not to commence or join an infringement suit; and (ii) Licensee's commencement of such suit, Licensee may postpone paying the fee(s) which would otherwise be due for any infringement occurring that period pending the outcome of such litigation and as further described below; B. If the decision of the court or tribunal is that Licensor's Patent Rights had not been infringed and such decision is rendered within the Field time period that fees are still required to be paid by Licensee to Licensor pursuant to the time schedule set forth in Section 4 hereof, then Licensee shall recommence paying the balance of Usethe fees, if any, described therein and adopt the time schedule for such remaining payments, if any, commencing with the day following the decision of the court or tribunal; if the decision of the court or tribunal is that Licensor's Patent Rights had been infringed, then Licensee shall not be required by law, Licensee will join to pay any additional fees to the Licensor. 12.5 Such legal action as party plaintiff in such suit. Where such is decided upon shall be at the expense of the Party on account of whom suit is brought and all recoveries recovered thereby shall belong to such Party, provided that legal action brought jointly by Licensors, Licensors will Licensor and Licensee and fully participated in by both shall be entitled at the joint expense of the Parties and all recoveries shall be shared by them in proportion to retain all damages and any the expenses paid by each. 12.6 Each party agrees to cooperate with the other consideration recovered in litigation proceedings concerning infringement instituted hereunder but at successful conclusion the expense of the Party on account of whom suit is brought. Such litigation shall be controlled by the party bringing the suit, after having reimbursed except that Licensor shall control the Licensors and the Licensee for any cost incurred in such suit (including compensation for the time and expenses if brought jointly. Licensor may be represented by counsel of any Licensee’s personnel involved in the suit), such reimbursement being made on a prorated basis in the event such damages and other consideration are not sufficient to cover the costs incurred by both the Licensors and the Licensee. 9.3 In the event Licensors decides not to bring any such suit, Licensors will so notify Licensee and Licensee may bring such suit provided that (1) there are no other licensees of any of the Licensed Patents and (2) Licensors has not commenced suit for enforcement of the Licensed Patents its choice pursuant to 9.4 below. Settlement of Licensor's determination in any suit brought by Licensee will require the consent Licensee. 12.7 Licensor shall not settle or compromise any suit which Licensor controls which affects any of Licensors and Licensee's rights or obligations hereunder without Licensee's prior written consent, which neither will unreasonably withhold from the other, may be withheld by Licensee in its sole discretion and without any settlement amount or recovery for damages will be applied as follows: (i) first, liability of Licensee to reimburse the Parties for their expenses Licensor in connection with the litigation, including compensation for the time and expenses of any Licensors and Licensee’s personnel involved in the suit in accordance with an agreement entered into between the Parties before such suit is brought, and (ii) second, the Parties will share any monies remaining in accordance with an agreement entered into between the Parties before such suit is broughttherewith. 9.4 Licensors will have the right in its absolute discretion during the Term of this Agreement to commence suits for infringement of the Licensed Patents for any infringement outside the Field of Use. 9.5 Notwithstanding the pendency of any infringement or other claim or action by or against Licensee, Licensee will have no right to reduce, terminate, suspend or escrow payment of any amounts required to be paid to Licensors pursuant to this Agreement. * Confidential treatment requested UT-B #PLA 1562 and UC-A #IPA 0749 RRS/MTF

Infringement. 9.1 Licensee will notify Licensors 8.1 LICENSOR and LICENSEE shall promptly give notice to the other in writing of any suspected alleged infringement of the Licensed Patents in the Field of Use, and each Party will inform the other of any evidence other legal action undertaken by either party with respect to the defense or enforcement of Licensed Patents. The parties shall thereupon confer as to what steps are to be taken to stop or prevent such suspected infringement within a reasonable time of obtaining such evidenceinfringement. 9.2 Licensors will 8.2 LICENSEE shall have the first right during the term to defend or enforce Licensed Patents against any infringer at LICENSEE's cost and expense including by bringing any legal action for infringement or defending any counterclaim of this Agreement invalidity or action of a third party for declaratory judgment of non-infringement, which LICENSEE, in its sole discretion, decides is reasonable and necessary for it to institute, prosecute, and undertake. LICENSEE shall bring or defend or may settle any such actions solely [+] DESIGNATES PORTIONS OF THIS DOCUMENT THAT HAVE BEEN OMITTED FOR CONFIDENTIALITY PURPOSES. at its own discretion and expense suits for infringement and through counsel of the Licensed Patents for any infringement occurring within the Field of Use, and if required by law, Licensee will join as party plaintiff in such suitits selection. Where such suit is brought by Licensors, Licensors LICENSEE will be entitled to retain all damages any settlement or damage award received except as provided for in Article 8.4; provided, however, that the LICENSOR shall be entitled in each instance to participate through counsel of its own selection and its own expense and share in any other consideration recovered at successful conclusion damage award or settlement as mutually agreed upon in writing by the parties prior to such participation. LICENSEE shall not join LICENSOR as a party-plaintiff in any suit which LICENSEE may institute unless necessary for the maintenance of the said suit, after and then only with the prior knowledge and written consent of LICENSOR, which consent shall not be unreasonably withheld. In such event that LICENSOR is an unwilling participant in any suit which LICENSEE may institute, LICENSOR shall not be chargeable for any costs or expenses and those costs and expenses shall be borne by LICENSEE. LICENSOR shall execute all documents necessary for the prosecution of any infringement suit brought by LICENSEE and provide other such support as LICENSEE may require including having reimbursed the Licensors its employees testify when requested and make available relevant records, papers, information, samples, specimens and the Licensee for any cost incurred in such suit (including compensation for like, all however at the time expense, with respect to travel and expenses the like, of any Licensee’s personnel involved in LICENSEE. 8.3 LICENSOR shall have the suit), such reimbursement being made on a prorated basis right to defend or enforce the Licensed Patents against infringement in the event that LICENSEE declines to exercise its rights to defend or enforce Licensed Patents under Article 8.2 and shall have sole discretion to file and prosecute, defend or settle such damages infringement and other consideration are not sufficient declaratory judgment action at its own expense through counsel of its own selection and will be entitled to cover the costs incurred by both the Licensors retain any settlement or damage award received; provided, however, that LICENSEE shall be entitled in each instance to participate through counsel of its own selection and the Licensee. 9.3 In the event Licensors decides not at its own expense. LICENSEE shall have no responsibility or financial obligation with respect to bring any such suit, Licensors will so notify Licensee infringement action except to provide reasonable assistance to LICENSOR as requested and Licensee may bring such suit provided that (1) there are no other licensees of any of the Licensed Patents and (2) Licensors has not commenced suit LICENSOR shall reimburse LICENSEE for enforcement of the Licensed Patents pursuant to 9.4 below. Settlement of any suit brought by Licensee will require the consent of Licensors and Licensee, which neither will unreasonably withhold from the other, and any settlement amount or recovery for damages will be applied as follows: (i) first, to reimburse the Parties for their LICENSEE's out-of-pocket expenses in connection with any such assistance. LICENSEE shall execute all documents necessary for the litigationprosecution of any infringement suit brought by LICENSOR and provide other such support as LICENSOR may require, including compensation for having its employees testify when requested and make available relevant records, papers, information, samples, specimens and the time like, all however at the expense, with respect to travel and expenses the like, of LICENSOR. 8.4 LICENSOR shall be entitled to the percentage of any Licensors recovery obtained in any infringement suit brought by LICENSEE equal to the amount to which LICENSOR would be entitled under the sublicensee royalty provision of this Agreement had said recovery been paid to LICENSEE as sublicense royalties by the defendant in said infringement suit. LICENSEE may deduct its reasonable direct costs and Licensee’s personnel involved attorneys' fees paid to third parties incurred in prosecuting such suit, to the extent such costs and fees are not otherwise recovered, prior to calculating the share owing to LICENSOR pursuant to this provision. 8.5 Should LICENSEE commence a suit under the provisions of Paragraphs 8.2 and thereafter elect to abandon the same, it shall give timely notice to LICENSOR, which may, if it so desires, continue prosecution of such suit under Article 8.3. 8.6 During the period of this Agreement, if LICENSOR's actions under Article 8.3 require a sublicense to an infringer, LICENSEE shall grant such a sublicense to said infringer in accordance with an agreement entered into between the Parties before such suit is brought, terms and (ii) second, conditions herein and the Parties will share any monies remaining in accordance with an agreement entered into between the Parties before such suit is brought. 9.4 Licensors will have the right in its absolute discretion during the Term of this Agreement to commence suits for infringement of the Licensed Patents for any infringement outside the Field of Use. 9.5 Notwithstanding the pendency terms and conditions of any infringement settlement or [+] DESIGNATES PORTIONS OF THIS DOCUMENT THAT HAVE BEEN OMITTED FOR CONFIDENTIALITY PURPOSES. other claim or action judgment effected by or against Licensee, Licensee will have no right LICENSOR. LICENSEE shall receive such royalties under any such sublicense and LICENSOR shall be entitled to reduce, terminate, suspend or escrow payment of any amounts required to be paid to Licensors pursuant to this Agreement. * Confidential treatment requested UT-B #PLA 1562 and UC-A #IPA 0749 RRS/MTFroyalties therefrom as specified in Paragraph 4.3.

Infringement. 9.1 Licensee will notify Licensors 11.2.1 Par and Advancis shall inform each other promptly in writing of any alleged or suspected infringement by a Third Party of the Licensed Patents in the Field any of UseAdvancis Patent Rights, Advancis Know-How or Program Developments, and each Party will inform the other of any available evidence of such suspected infringement within a reasonable time of obtaining such evidencethereof. 9.2 Licensors will have the right during the term of this Agreement 11.2.2 Subject to instituteSections 11.2.3 and 11.2.4, prosecuteAdvancis may, and settle at its own expense suits for sole option and expense, prosecute the infringement of the Licensed Patents for any infringement occurring within the Field of UseAdvancis Patent Rights, and if required by law, Licensee will join as party plaintiff in such suit. Where such suit is brought by Licensors, Licensors will be entitled to retain all damages and any other consideration recovered at successful conclusion of the suit, after having reimbursed the Licensors and the Licensee for any cost incurred in such suit (including compensation for the time and expenses of any Licensee’s personnel involved in the suit), such reimbursement being made on a prorated basis in the event such damages and other consideration are not sufficient to cover the costs incurred by both the Licensors and the LicenseeAdvancis Know-How or Program Developments. 9.3 11.2.3 In the event Licensors decides that a Third Party infringes Advancis Patent Rights, Advancis Know-How or Program Developments owned by Advancis by manufacture, sale or use of a Product in the Territory (a “Product Infringement”), then the Parties shall discuss whether or not to bring any institute an infringement action with respect to such Product Infringement. If the Parties agree to institute such a suit, then Advancis shall institute and control such suit including the settlement or compromise thereof. Par shall, at the request of Advancis, provide reasonable cooperation and, to the extent possible, have its employees testify when requested and make available relevant records, papers, information, Samples, specimens and the like. Advancis may join Par as a party, and Par shall execute all papers and perform such acts as may be reasonably required. The cost and expense of such suit shall be shared by the Parties equally. Any royalties, payments, damages, expense, fees or other awards (collectively, “Damages”), received by Advancis and/or Par as a result of such suit, Licensors will so notify Licensee whether through judgment or settlement, shall first be used to reimburse each Party for its expenses associated with such infringement suit and Licensee may bring then any remainder shall be shared by the Parties equally, with such suit provided that (1) there are no other licensees of any share of the Licensed Patents and (2) Licensors has not commenced suit for enforcement of the Licensed Patents pursuant to 9.4 below. Settlement of any suit brought by Licensee will require the consent of Licensors and Licensee, which neither will unreasonably withhold from the other, and any settlement amount or recovery for damages will be applied as follows: (i) first, to reimburse the Parties for their expenses in connection with the litigation, including compensation for the time and expenses of any Licensors and Licensee’s personnel involved in the suit in accordance with an agreement entered into between the Parties before such suit is brought, and (ii) second, the Parties will share any monies remaining in accordance with an agreement entered into between the Parties before such suit is brought. 9.4 Licensors will have the right in its absolute discretion during the Term of this Agreement to commence suits for infringement of the Licensed Patents for any infringement outside the Field of Use. 9.5 Notwithstanding the pendency of any infringement or other claim or action by or against Licensee, Licensee will have no right to reduce, terminate, suspend or escrow payment of any amounts required Damages to be paid to Licensors the other party, as applicable, as soon as practicable upon receipt of the Damages. 11.2.4 In the event that only Advancis does not agree to institute a suit against a Product Infringement pursuant to this AgreementSection 11.2.3 within [***] of being notified of such alleged or suspected infringement, Par may, at its option and expense prosecute such infringement of any Advancis Patent Rights, Advancis Know-How or Program Developments owned by Advancis, provided that Par can demonstrate through any industry recognized survey that such sales of Product by the alleged or suspected infringer in the Territory exceeds [***] of the sales in the Territory of the Product by Par during the most recently completed [***] and [***]. * Confidential treatment However, Par shall not prosecute such infringement if Advancis [***]. Such negotiation shall be conducted between the Advancis and Par designees of the Executive Committee, and if agreement cannot be reached, such [***] will be determined in accordance with the dispute resolution process set forth in Section 17.2.2 herein. In any such infringement suit Par may institute to enforce Advancis Patent Rights, Advancis Know-How or Program Developments owned by Advancis, Advancis shall, at the request and expense of Par, provide reasonable cooperation and, to the extent possible, have its employees testify when requested UTand make available relevant records, papers, information, Samples, specimens and the like. Par may join Advancis as a party, and Advancis shall execute all papers and perform such acts as may be reasonably required, at the expense of Par. Par shall bear all the cost and expense of such suit and Par shall retain all payment, costs and damages received as a result thereof, whether by judgment, settlement compromise or otherwise Par shall not have the right to settle or compromise such action or take any steps that adversely affect the scope, validity, enforceability or ownership of Advancis Patent Rights or Advancis Know-B #PLA 1562 How without the written consent of Advancis. 11.2.5 In the event that only Par does not agree to institute suit against a Product Infringement pursuant to Section 11.2.3 within [***] of being notified of such alleged or suspected infringement, then Advancis shall have the right to institute such an infringement suit at its cost and UCexpense and to retain all payment, costs and damages received as a result thereof, whether by judgment, settlement compromise or otherwise. 11.2.6 In the event that a declaratory judgment action alleging invalidity or non-A #IPA 0749 RRS/MTFinfringement of any Advancis Patent Rights, Advancis Know-How or Program Developments [***] INDICATES MATERIAL THAT HAS BEEN OMITTED AND FOR WHICH CONFIDENTIAL TREATMENT HAS BEEN REQUESTED. ALL SUCH OMITTED MATERIAL HAS BEEN FILED WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 24b-2 UNDER THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED. shall be brought against Advancis and/or Par, Advancis, at its option, shall have the right, within [***] after commencement of such action, to take over the sole defense of the action at its own expense. In the event that Advancis does not so elect to take over the sole defense of the action at its own expense, Par shall be free to proceed and solely control such defense. To the extent that any Damages become payable to any Third Party as a result of such action, whether through judgment or settlement, the Parties shall bear such Damages equally, and shall contribute such share as promptly as practicable. Any Damages received by Advancis and/or Par as a result of such action, whether through judgment or settlement, shall first be used to reimburse each Party for its expenses associated with such infringement suit not otherwise reimbursed and then any remainder shall be shared by the Parties equally, with such share of the Damages to be paid to the other party, as applicable, as soon as practicable upon receipt of the Damages. 11.2.7 In the event that a third party institutes any suit against Par and/or Advancis for patent infringement involving the Products, the Party sued shall promptly notify the other Party in writing. Advancis shall assume the defense of such suit, provided, however, that if Par is also a defendant in such action and Par shall have reasonably concluded that there may be legal defenses available to it that are different from or additional to those available to Advancis, Par shall have the right to select separate counsel to participate in such legal defenses on Par’s behalf. The Parties shall share the cost and expense of such defense equally. Each Party shall, at the other’s request, provide to it reasonable assistance and cooperation with respect to any such suit. To the extent that any Damages become payable to any third party as a result of such action, whether through judgment or settlement, the Parties shall bear such Damages equally, and shall contribute such share as promptly as practicable. Any Damages received by Advancis and/or Par as a result of such action, whether through judgment or settlement, shall first be used to reimburse each Party for its expenses associated with such infringement suit not otherwise reimbursed and then any remainder shall be shared by the Parties equally, with such share of the Damages to be paid to the other party, as applicable, as soon as practicable upon receipt of the Damages. 11.2.8 If either Party becomes aware of a patent or patent application that, when issued, might provide a basis for a Third Party argument that its valid rights are being infringed by the manufacture, use or sale of the Products hereunder, then such Party shall promptly inform the other Party of such patent or patent application, and the Parties shall cooperate with each other so that each Party can determine whether valid rights of a third party are likely to be infringed by the manufacture, use or sale of the Products hereunder. 11.2.9 If either Party believes that a license from a third party is necessary to avoid infringement of patents of the third party, the Executive Committee shall: 1) determine whether or not to seek such a license, 2) appoint a negotiator to negotiate the terms of such a license, 3) determine whether or not to enter into such a license as negotiated by the negotiator, and 4) determine how the expenses of such a license shall be borne by the Parties. If the Executive Committee cannot agree with regard to any responsibility set forth in the preceding sentence, such issue shall be determined by arbitration in accordance with Section 17.2.2. [***] INDICATES MATERIAL THAT HAS BEEN OMITTED AND FOR WHICH CONFIDENTIAL TREATMENT HAS BEEN REQUESTED. ALL SUCH OMITTED MATERIAL HAS BEEN FILED WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 24b-2 UNDER THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED.

Infringement. 9.1 Licensee will notify Licensors in writing 10.1 When information comes to the attention of CyDex or KU that any suspected infringement of the Licensed Patents in rights granted by this Agreement or the Field of UseLicense has been or is threatened to be unlawfully infringed, and each Party will inform the other of any evidence of such suspected infringement within a reasonable time of obtaining such evidence. 9.2 Licensors will KU shall have the right during at its expense to take such action as it may deem necessary to prosecute or prevent such unlawful disclosure or infringement, including the term right to bring or defend any suit, action or proceeding involving such suit, action, or proceeding, if appropriate. If KU does not, within [***] days after giving or receiving notice to CyDex of this Agreement the above-described information, notify CyDex of KU’s intent to institutebring suit against any infringer, prosecuteCyDex shall have the right to bring suit for such alleged infringement, but it shall not be obligated to do so, and settle may join KU as party plaintiff, if appropriate, in which event CyDex shall hold KU free, clear and harmless from any and all costs and expenses of such litigation, including attorney’s fees, and any sums recovered in any such suit or in its settlement shall belong to CyDex. However, [***] percent ([***]%) of any such sums received by CyDex, after deduction of the costs and expenses of litigation, including attorney’s fees paid, shall be paid to KU. Each party shall have the right to be represented by the counsel of its own selection and at its own expense suits in any suit instigated by the other for infringement infringement, under the terms of the Licensed Patents for any infringement occurring within the Field of Use, and if required by law, Licensee will join as party plaintiff in such suitthis Paragraph. Where such suit is brought by Licensors, Licensors will be entitled to retain all damages and any other consideration recovered at successful conclusion of the suit, after having reimbursed the Licensors and the Licensee for any cost incurred in such suit (including compensation for the time and expenses of any Licensee’s personnel involved in the suit), such reimbursement being made on a prorated basis in the event such damages and other consideration are not sufficient to cover the costs incurred by both the Licensors and the Licensee. 9.3 In the event Licensors decides not If CyDex lacks standing to bring any such suit, Licensors action or proceeding, then KU shall do so at the request of CyDex and at CyDex’s expense. 10.2 KU will so notify Licensee and Licensee may bring such suit provided that (1) there are no other licensees cooperate with CyDex at CyDex’s expense in the defense of any suit, action or proceeding against CyDex or any sublicensee of CyDex alleging the infringement of the Licensed Patents and (2) Licensors has not commenced suit for enforcement intellectual property rights of a third party by reason of the Licensed Patents use of Patent Rights in the manufacture, use or sale of any product under License. CyDex shall give KU prompt written notice of the commencement of any such suit, action or proceeding or claim of infringement and will furnish KU a copy of each communication relating to the alleged infringement. If the parties agree that KU should institute or join any suit, action or proceeding pursuant to 9.4 belowthis Section, CyDex may join KU as a defendant if necessary or desirable, and KU shall execute all *** Certain information on this page has been omitted and filed separately with the Commission. Settlement of any suit brought by Licensee will require Confidential treatment has been requested with respect to the consent of Licensors omitted portions. documents and Licenseetake all other actions, including giving testimony, which neither will unreasonably withhold from the other, and any settlement amount or recovery for damages will may reasonably be applied as follows: (i) first, to reimburse the Parties for their expenses required in connection with the litigationprosecution of such suit, including compensation for the time and expenses of any Licensors and Licensee’s personnel involved in the suit in accordance with an agreement entered into between the Parties before such suit is brought, and (ii) second, the Parties will share any monies remaining in accordance with an agreement entered into between the Parties before such suit is broughtaction or proceeding. 9.4 Licensors will have the right in its absolute discretion during the Term of this Agreement to commence suits for infringement of the Licensed Patents for any infringement outside the Field of Use. 9.5 Notwithstanding the pendency of any infringement or other claim or action by or against Licensee, Licensee will have no right to reduce, terminate, suspend or escrow payment of any amounts required to be paid to Licensors pursuant to this Agreement. * Confidential treatment requested UT-B #PLA 1562 and UC-A #IPA 0749 RRS/MTF

Infringement. 9.1 Licensee will notify Licensors (a) Each party shall promptly report in writing of any suspected infringement of the Licensed Patents in the Field of Use, and each Party will inform to the other of any evidence of such suspected infringement within a reasonable time of obtaining such evidence. 9.2 Licensors will have the right party during the term of this Agreement any known infringement or suspected infringement of any of the CIMA Patents in the Territory by manufacture, use or sale of a Product on a commercial scale in derogation of the rights granted to instituteESI hereunder (hereinafter, prosecutea "Related Infringement") of which it becomes aware, and settle shall provide the other party with all available evidence supporting said infringement or suspected infringement. (b) Except as provided in paragraph (d) below, CIMA shall have the right to initiate an infringement or other appropriate suit anywhere in the Territory against any Third Party who at its own expense suits for infringement any time has infringed, or is suspected of infringing, any of the Licensed Patents for CIMA Patents. CIMA shall give ESI sufficient advance notice of its intent to file any infringement occurring within suit on account of a Related Infringement and the Field of Usereasons therefor, and if required by law, Licensee will join as party plaintiff in shall provide ESI with an opportunity to make suggestions and comments regarding such suit. Where CIMA shall keep 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 is brought on account of a Related Infringement and shall provide ESI with copies of all documents filed in, and all written communications relating to, such suit. (c) CIMA shall have the sole and exclusive right to select counsel for any suit referred to in subsection (b) above and shall, except as provided below, pay all expenses of the suit, including without limitation attorneys' fees and court costs. ESI, in its sole discretion, may elect, within 60 days after the commencement of such litigation on account of a Related Infringement, to contribute to the costs incurred by LicensorsCIMA in connection with such litigation and, Licensors will if it so elects, any damages, royalties, settlement fees or other consideration received by CIMA as a result of such litigation shall be 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 (50%) unless CIMA has consented to a higher share in writing. In the event that ESI elects not to contribute to the costs of such litigation, CIMA shall be entitled to retain all damages any damages, royalties, settlement fees or other consideration for infringement resulting therefrom. If necessary, ESI shall join as a party to the suit but shall be under no obligation to participate except to the extent that such participation is required as the result of being a named party to the suit. ESI shall offer reasonable assistance to CIMA therewith at no charge to CIMA except for reimbursement of reasonable out-of-pocket expenses incurred in rendering such assistance. ESI shall have the right to participate and be represented in any such suit by its own counsel at its own expense. CIMA shall not settle any such suit on terms which grant any license to any other consideration recovered at successful conclusion ***TEXT OMITTED AND FILED SEPARATELY CONFIDENTIAL TREATMENT REQUESTED UNDER 17 C.F.R. SECTIONS 200.80(B)(4), 200.83 AND 240.24B-2 party in derogation of the rights granted to ESI hereunder without obtaining the prior written consent of ESI, 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 abat▇ ▇▇▇h 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, after having reimbursed ESI shall have the Licensors 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 the Licensee for any cost incurred in such suit (including compensation for the time exclusive right to select counsel and shall, except as provided below, pay all expenses of any Licensee’s personnel involved the suit including without limitation attorneys' fees and court costs. CIMA, in its sole discretion, may elect, within 60 days after the suit)commencement of such litigation, such reimbursement being made on a prorated basis in the event such damages and other consideration are not sufficient to cover contribute to the costs incurred by both 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 Licensors and the Licensee. 9.3 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 Licensors decides that CIMA elects not to bring 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, Licensors will so notify Licensee and Licensee may bring such suit provided that (1) there are no other licensees of any of the Licensed Patents and (2) Licensors has not commenced suit for enforcement of the Licensed Patents pursuant CIMA shall offer reasonable assistance to 9.4 below. Settlement of any suit brought by Licensee will require the consent of Licensors and Licensee, which neither will unreasonably withhold from the other, and any settlement amount or recovery for damages will be applied as follows: (i) first, to reimburse the Parties for their expenses ESI in connection with the litigation, including compensation therewith at no charge to ESI except for the time and reimbursement of reasonable out-of-pocket expenses of any Licensors and Licensee’s personnel involved incurred in the suit in accordance with an agreement entered into between the Parties before rendering such suit is brought, and (ii) second, the Parties will share any monies remaining in accordance with an agreement entered into between the Parties before such suit is brought. 9.4 Licensors will assistance. CIMA shall have the right to participate and be represented in any such suit by its absolute discretion during the Term of this Agreement to commence suits for infringement of the Licensed Patents for any infringement outside the Field of Useown counsel at its own expense. 9.5 Notwithstanding the pendency of any infringement or other claim or action by or against Licensee, Licensee will have no right to reduce, terminate, suspend or escrow payment of any amounts required to be paid to Licensors pursuant to this Agreement. * Confidential treatment requested UT-B #PLA 1562 and UC-A #IPA 0749 RRS/MTF

Infringement. 9.1 Licensee will notify Licensors 7.1 In the event that any Patent is infringed by an unauthorized party and such infringement occurs outside the Field of Use, Licensor shall have the right but not the obligation to enforce its rights under that Patent, including without limitation the bringing of a lawsuit for infringement of that Patent. In such event: (a) ▇▇▇▇▇▇ and ▇▇▇▇▇▇ Products shall cooperate to the extent reasonably necessary, including without limitation making records and personnel pertinent to the Patent, the Product and the Intellectual Property available to Licensor. (b) Licensor shall bear all costs and retain all monetary recovery resulting from any such litigation or other action to enforce that Patent. (c) ▇▇▇▇▇▇ Products shall have the right to participate in writing negotiating the terms of any suspected infringement settlement reached in the event that the settlement would affect the rights of the Licensed Patents ▇▇▇▇▇▇ Products in the Field of Use, and each Party will inform the other of any evidence of such suspected infringement within a reasonable time of obtaining such evidence. 9.2 Licensors will have 7.2 In the right during the term of this Agreement to institute, prosecute, event that any Patent is infringed by an unauthorized party and settle at its own expense suits for such infringement of the Licensed Patents for any infringement occurring occurs within the Field of Use, ▇▇▇▇▇▇ Products shall have the right but not the obligation to enforce the rights of Licensor under that Patent, including without limitation the bringing of a lawsuit for infringement of that Patent. In such event: (a) Licensor shall cooperate to the extent reasonably necessary, including without limitation allowing suit to be brought in its name, making records and if required by lawpersonnel pertinent to the Patent, Licensee will join as party plaintiff in such suit. Where such suit is brought by Licensors, Licensors will be entitled to retain all damages and any other consideration recovered at successful conclusion of the suit, after having reimbursed the Licensors Product and the Licensee for any cost incurred in such suit Intellectual Property available to ▇▇▇▇▇▇ Products. (including compensation for the time and expenses of any Licensee’s personnel involved b) Licensor may elect to participate in the suit), such reimbursement being made on a prorated basis enforcement in the event such damages and other consideration are not sufficient to cover the costs incurred by both the Licensors and the Licensee. 9.3 In the event Licensors decides not to bring any such suit, Licensors will so notify Licensee and Licensee may bring such suit provided that (1) there are no other licensees of any of the Licensed Patents and (2) Licensors has not commenced suit for enforcement of the Licensed Patents pursuant to 9.4 below. Settlement of any suit brought by Licensee will require the consent of Licensors and Licensee, which neither will unreasonably withhold from the other, and any settlement amount or recovery for damages will be applied as follows: case (i) first, to reimburse the Parties for their expenses in connection with the litigation, including compensation for the time Licensor and expenses of any Licensors and Licensee’s personnel involved in the suit in accordance with an agreement entered into ▇▇▇▇▇▇ Products shall share all costs thereof evenly between the Parties before such suit is brought, them and (ii) secondLicensor and ▇▇▇▇▇▇ Products shall divide all monetary recovery resulting from any such litigation or other action to enforce that Patent (A) first so that Licensor and ▇▇▇▇▇▇ Products are fully reimbursed for their costs and expenses relating to such litigation, (B) next, from any remaining amounts, until Licensor and ▇▇▇▇▇▇ Products recover the Parties will share actual damages incurred by Licensor and ▇▇▇▇▇▇ Products as a result of such infringement and (C) any monies remaining recovery to be split evenly between Licensor and ▇▇▇▇▇▇ Products. If Licensor elects not to participate in accordance with an agreement entered into between the Parties before enforcement, then ▇▇▇▇▇▇ Products shall bear all costs and retain all monetary recovery resulting from any such suit is broughtlitigation or other action to enforce that Patent. 9.4 Licensors will (c) Licensor shall have the right to participate in its absolute discretion during negotiating the Term terms of this Agreement to commence suits for infringement any settlement reached in the event that the settlement would affect the rights of the Licensed Patents for any infringement Licensor outside the Field of Use. 9.5 Notwithstanding 7.3 In the pendency event that any Patent is infringed by an unauthorized party, such infringement occurs within the Field of Use and if and only if ▇▇▇▇▇▇ Products elects not to take action to enjoin such infringement, ▇▇▇▇▇▇ Products shall so notify Licensor and Licensor shall have the right but not the obligation to enforce that Patent, including without limitation the bringing of a lawsuit for infringement of that Patent. In such event: (a) ▇▇▇▇▇▇ Products shall cooperate to the extent reasonably necessary, including without limitation allowing suit to be brought in its name, making records and personnel pertinent to the Patent, the Product and the Intellectual Property available to Licensor. (b) Licensor shall bear all costs and expenses of such litigation. (c) Licensor shall receive all monetary recovery from any such action or litigation. (d) Licensor shall control all aspects of any infringement or other claim or action by or against Licenseesuch litigation, Licensee will except that ▇▇▇▇▇▇ Products shall have no the right to reduce, terminate, suspend or escrow payment participate in negotiating the terms of any amounts required to be paid to Licensors pursuant to this Agreement. * Confidential treatment requested UT-B #PLA 1562 and UC-A #IPA 0749 RRS/MTFsettlement reached in the event that the settlement would affect the rights of ▇▇▇▇▇▇ Products in the Field of Use.

Infringement. 9.1 Licensee will notify Licensors 13.1 The parties shall inform each other promptly, in writing writing, of any suspected alleged infringement of the Licensed Patents Patent Rights in the Licensed Territory and the Licensed Field of UseUse by a third party and any available evidence thereof. Licensor and Licensee shall consort one another in a timely manner concerning any appropriate response to the infringement. 13.2 Licensee may prosecute such infringement at its own expense. If requested by Licensee, Licensor will join in any legal actions enforcing or defending the Patent Rights against third parties in the Licensed Territory deemed necessary or advisable by Licensee to prevent or seek damages, or both, from the infringement of the Patent Rights provided that Licensee funds all costs associated with such actions, using counsel of Licensee's selection and subject to Licensor's approval which may not he unreasonably withheld, and each Party will inform indemnifies and holds Licensor harmless with respect to any claims or damages trade against or sustained by Licensor in connection with such involvement. In all cases, Licensee shall keep Licensor reasonably apprised of the other status and progress of any evidence of such suspected infringement within a reasonable time of obtaining such evidencelitigation. 9.2 Licensors 13.3 Licensee shall not settle or compromise any such suit in a mariner that would compromise Licensor's rights under this Agreement or the Patent Rights without Licensee's prior written consent, which shall not be unreasonably withheld. Subject to satisfying the obligations to Licensor under Section 13.2 herein, financial recoveries from any such litigation will have he applied to reimburse Licensee for its litigation expenditures. with any remaining or additional recoveries being paid to Licensee, subject to a royalty due to Licensor based on treatment as Net Sales in accordance with the right during the term provisions of this Agreement. 13.4 Licensee's rights under Section 13 of this Agreement are subject to institute, prosecute, and settle the continuing right of Licensor to intervene at its Licensee's own expense suits and join Licensee in any claim or suit for infringement of the Licensed Patents Patent Rights. Licensee and Licensor shall agree on the manner in which they shall exercise control over such action. Licensor shall have the right to have its own counsel if it so desired al its own expense. Financial recoveries from any such litigation will first be applied to reimburse Licensee and Licensor for their litigation expenditures with additional recoveries being first subject to a royalty due to Licensor based on treatment as Net Sales in accordance with the provisions of this Agreement and then shared between Licensor and Licensee in proportion with their share of the litigation expenses in such infringement action. 13.5 If Licensee fails to prosecute any infringement occurring within the Field six (6) months of Usenotice of such infringement, and if required Licensor may prosecute such infringement al its own expense. In such event, financial recoveries will he entirely retained by law, Licensee will join as party plaintiff in such suit. Where such suit is brought by Licensors, Licensors will be entitled to retain all damages and any other consideration recovered at successful conclusion of the suit, after having reimbursed the Licensors and the Licensee for any cost incurred in such suit (including compensation for the time and expenses of any Licensee’s personnel involved in the suit), such reimbursement being made on a prorated basis in the event such damages and other consideration are not sufficient to cover the costs incurred by both the Licensors and the Licenseelicensor. 9.3 13.6 In the event Licensors decides not any action to bring any such suit, Licensors will so notify Licensee and Licensee may bring such suit provided that (1) there are no other licensees of enforce any of the Licensed Patents Patent Rights, either party, at the request and (2) Licensors has not commenced suit for enforcement expense of the Licensed Patents pursuant other party shall cooperate to 9.4 belowthe fullest extent reasonably possible at the requesting party's expense. Settlement This provision shall not be construed to require either party to undertake any activities, including legal discovery, at the request of any suit brought third party except as may be required by Licensee will require the consent lawful process of Licensors and Licensee, which neither will unreasonably withhold from the other, and any settlement amount or recovery for damages will be applied as follows: (i) first, to reimburse the Parties for their expenses in connection with the litigation, including compensation for the time and expenses a court of any Licensors and Licensee’s personnel involved in the suit in accordance with an agreement entered into between the Parties before such suit is brought, and (ii) second, the Parties will share any monies remaining in accordance with an agreement entered into between the Parties before such suit is broughtcompetent jurisdiction. 9.4 Licensors will have the right in its absolute discretion during the Term of this Agreement to commence suits for infringement of the Licensed Patents for any infringement outside the Field of Use. 9.5 Notwithstanding the pendency of any infringement or other claim or action by or against Licensee, Licensee will have no right to reduce, terminate, suspend or escrow payment of any amounts required to be paid to Licensors pursuant to this Agreement. * Confidential treatment requested UT-B #PLA 1562 and UC-A #IPA 0749 RRS/MTF

Infringement. 9.1 Licensee will notify Licensors (a) LICENSOR agrees to enforce its patents within the PATENT RIGHTS from infringement and sue ▇▇▇ringers when in writing its sole judgement such action may be reasonably necessary, proper and justified. (b) Notwithstanding the provisions of any suspected Article 8(a) above, provided LICENCEE shall have supplied LICENSOR with evidence comprising a prima facie case of infringement of the Licensed Patents PATENT RIGHTS by a third party hereto SELLING significant quantities of products in competition with LICENCEE's or an AFFILIATE's or a SUBLICENCEE's SALE of LICENCED PRODUCTS hereunder, LICENCEE shall be entitled to notify LICENSOR in writing requesting LICENSOR to take steps to enforce the Field PATENT RIGHTS and LICENSOR shall within three (3) months of Use, and each Party will inform the other of any evidence receipt of such suspected written request either: (i) cause said infringement within a reasonable time of obtaining such evidence.to terminate (including termination for whatever cause); or 9.2 Licensors will have (ii) initiate legal proceedings against the right during infringer; or (iii) grant LICENCEE the term of this Agreement right, at LICENCEE's sole expense, to institute, prosecute, and settle at its own expense suits bring suit against the infringer for infringement of the Licensed Patents for PATENT RIGHTS. (c) the provisions of Article 8(b) hereof shall not come into effect or continue in effect as to such country while LICENSOR is carrying on any infringement occurring within such legal proceeding against two such parties therein. (d) In the Field event either party hereto shall initiate or carry on legal proceedings to enforce the PATENT RIGHTS against an alleged infringer, as provided herein, the other party hereto shall fully co-operate with the party initiating or carrying on such proceedings. (e) In the event LICENSOR shall institute suit or other legal proceedings to enforce the PATENT RIGHTS, it shall have sole control of Usesuch suit. (f) In the event LICENCEE shall institute suit or other legal proceedings under Article 8(b) above to enforce the PATENT RIGHTS, LICENSOR shall be entitled to be represented by counsel of its choosing, at its sole expense, and if required by law, Licensee will join as party plaintiff in such suit. Where such suit is brought by Licensors, Licensors will LICENCEE shall be entitled to retain all damages and damages. LICENCEE shall not discontinue or settle any other consideration recovered at successful conclusion such proceedings brought by it without obtaining the concurrence of the suitLICENSOR, after having reimbursed the Licensors and the Licensee for any cost incurred in such suit (including compensation for the time and expenses of any Licensee’s personnel involved in the suit), such reimbursement being made on a prorated basis in the event such damages and other consideration are not sufficient to cover the costs incurred by both the Licensors and the Licensee. 9.3 In the event Licensors decides not to bring any such suit, Licensors will so notify Licensee and Licensee may bring such suit provided that (1) there are no other licensees of any of the Licensed Patents and (2) Licensors has not commenced suit for enforcement of the Licensed Patents pursuant to 9.4 below. Settlement of any suit brought by Licensee will require the consent of Licensors and Licensee, which neither will be unreasonably withhold from the otherwithheld, and any settlement amount or recovery for damages will be applied as follows: (i) firstgiving LICENSOR a timely opportunity to continue such proceedings in its own name, to reimburse the Parties for their expenses in connection with the litigation, including compensation for the time and expenses of any Licensors and Licensee’s personnel involved in the suit in accordance with an agreement entered into between the Parties before such suit is broughtunder its sole control, and (ii) second, the Parties will share any monies remaining in accordance with an agreement entered into between the Parties before such suit is broughtat its sole expense. 9.4 Licensors will have the right in its absolute discretion during the Term of this Agreement to commence suits for infringement of the Licensed Patents for any infringement outside the Field of Use. 9.5 Notwithstanding the pendency of any infringement or other claim or action by or against Licensee, Licensee will have no right to reduce, terminate, suspend or escrow payment of any amounts required to be paid to Licensors pursuant to this Agreement. * Confidential treatment requested UT-B #PLA 1562 and UC-A #IPA 0749 RRS/MTF

Infringement. 9.1 14.1 In the event that the Licensor or the Licensee will notify Licensors in writing learns of any suspected infringement of commercial significance of Patent Rights licensed under this License Agreement, the Licensed Patents in the Field of Use, and each knowledgeable Party will inform provide the other Party with (i) written notice of such infringement and (ii) any evidence of such suspected infringement within The confidential portions of this exhibit have been filed separately with the Securities and Exchange Commission pursuant to a reasonable time confidential treatment request in accordance with Rule 406 under the Securities Act of 1933, and Rule 24b-2, under the Securities Exchange Act of 1934, Redacted portions of this exhibit are marked by an [***]. reasonably available to it. During the period in which, and in the jurisdiction where, the Licensee has exclusive rights under this License Agreement, neither the Licensor nor the Licensee will notify an infringer of infringement or put such infringer on notice of the existence of any Patent Rights without first obtaining consent of the other. If the Licensee puts such evidenceinfringer on notice (‘Infringement Notice”) of the existence of any Patent Rights with respect to such infringement without first obtaining the written consent of the Licensor and if a declaratory judgment action is filed by such infringer against the Licensor, then Licensee’s right to initiate a suit against such infringer for infringement under Paragraph 14.2 below will terminate immediately without the obligation of the Licensor to provide notice to the Licensee. If the Licensor puts such infringer on notice of the existence of any Patent Rights with respect to such infringement without first obtaining the written consent of the Licensee and if a declaratory judgment action is filed by such infringer against the Licensor, then Licensor’s right to any recovery from a suit against such infringer for infringement shall be limited to Licensor’s actual costs of participating in such litigation, if any. Both the Licensor and the Licensee will use their diligent efforts to cooperate with each other to terminate such infringement without litigation. 9.2 Licensors will have 14.2 If infringing activity of commercial significance by the right during infringer has not been abated within ninety (90) days following the term of this Agreement date the Infringement Notice takes effect (or a greater or lesser time if both Licensor and Licensee approve, with such approval not to institutebe unreasonably withheld), prosecute, and settle the Licensee may institute suit for patent infringement against the infringer. The Licensor may voluntarily join such suit at its own expense suits expense, but may not otherwise commence suit against the infringer for the acts of infringement that are the subject of the Licensed Patents Licensee’s suit or any judgment rendered in that suit. The Licensee may not join the Licensor as a party in a suit initiated by the Licensee without the Licensor’s prior written consent. If in a suit initiated by the Licensee, the Licensor is involuntarily joined other than by the Licensee, the Licensee will pay any costs incurred by the Licensor arising out of such suit, including but not limited to, any legal fees of counsel that the Licensor selects and retains to represent it in the suit. 14.3 If, within one hundred and eighty (180) days following the date the Infringement Notice takes effect, (or a greater or lesser time if both Licensor and Licensee approve, with such approval not to be unreasonably withheld) infringing activity of commercial significance by the infringer has not been abated and if the Licensee has not brought suit against the infringer, the Licensor may institute suit for any patent infringement occurring within against the Field infringer. If the Licensor institutes such suit, the Licensee may not join or be joined in such suit without the consent of Useboth the Licensor and the Licensee, and if required by law, Licensee will join as party plaintiff in such suit. Where such may not otherwise commence suit is brought by Licensors, Licensors will be entitled to retain all damages and any other consideration recovered at successful conclusion against the infringer for the acts of infringement that are the subject of the Licensor’s suit or any judgment rendered in that suit. 14.4 Any recovery or settlement, after having reimbursed whether compensatory or punitive, received in connection with any suit will first be shared by the Licensors Licensor and the Licensee for any cost incurred in such suit (including compensation for the time and expenses of any Licensee’s personnel involved in the suit), such reimbursement being made on a prorated basis in the event such damages and other consideration are not sufficient equally to cover the litigation costs each incurred by both the Licensors and the Licensee. 9.3 In the event Licensors decides not to bring any such suit, Licensors will so notify Licensee and Licensee may bring such suit provided that (1) there are no other licensees of any of the Licensed Patents and (2) Licensors has not commenced suit for enforcement of the Licensed Patents pursuant to 9.4 below. Settlement of any suit brought by Licensee will require the consent of Licensors and Licensee, which neither will unreasonably withhold from the other, and any settlement amount or recovery for damages will be applied as follows: (i) first, to reimburse the Parties for their expenses in connection with the litigation, including compensation for the time and expenses of any Licensors and Licensee’s personnel involved in the suit in accordance with an agreement entered into between the Parties before such suit is brought, and (ii) second, the Parties will share any monies remaining in accordance with an agreement entered into between the Parties before such suit is brought. 9.4 Licensors will have the right in its absolute discretion during the Term of this Agreement to commence suits for infringement of the Licensed Patents for any infringement outside the Field of Use. 9.5 Notwithstanding the pendency of any infringement or other claim or action by or against Licensee, Licensee will have no right to reduce, terminate, suspend or escrow payment of any amounts required to next shall be paid to Licensors pursuant the Licensor or the Licensee to cover any litigation costs it incurred in excess of the litigation costs of the other. For the avoidance of doubt, litigation costs of Licensor reimbursed by Licensee shall be considered incurred by Licensor for the purposes of this Agreement. * Confidential treatment requested UT-B #PLA 1562 and UC-A #IPA 0749 RRS/MTFparagraph. 14.5 In any suit initiated by the Licensee, any recovery of damages in excess of litigation costs (hereinafter referred to as “Excess Recovery”) will be shared as follows, regardless of whether the infringement was found to be willful.

Infringement. 9.1 Licensee will 6.01 LICENSOR and LICENSEE agree to notify Licensors in writing each other promptly of any suspected each infringement or possible infringement of the Licensed Patents in Intellectual Property within the Licensed Field of Usewhich either party becomes aware. 6.02 LICENSOR shall have the first right to prosecute any action necessary to protect rights under the Licensed Intellectual Property. In the event that LICENSOR, and each Party will inform or with respect to the other Bakhir License the licensor thereunder, declines or does not, within six (6) months after being notified in writing by LICENSEE of any evidence of such suspected infringement within a reasonable time of obtaining such evidence. 9.2 Licensors will infringement, commence legal action or terminate the infringement, LICENSEE shall have the right during right, but not the term of this Agreement obligation, to institute, prosecute, and settle commence any legal action or to take such steps as LICENSEE may deem desirable to terminate such infringement at its own expense suits (but subject to any rights to reimbursement from the licensor under the Bakhir License). LICENSOR shall cooperate with any such legal action, including by providing prompt access to all necessary documents and rendering reasonable assistance in response to requests by LICENSEE, and, if applicable, by exercising its rights under the Bakhir License as necessary for any such legal action relating thereto. LICENSEE may require LICENSOR to initiate or join in any suit contemplated by this Section 6.02 if necessary to avoid dismissal of the suit. If LICENSOR is made a party to any such suit, LICENSEE will reimburse and indemnify LICENSOR for its costs, expenses, or fees which it incurs as a result of its joinder. In all cases, LICENSEE agrees to keep LICENSOR reasonably apprised of the status and progress of any litigation involved the Licensed Intellectual Property. In furtherance of LICENSEE’S rights under this Section 6.02, and without limiting the foregoing, LICENSOR hereby assigns to LICENSEE LICENSOR’S rights under Article V of the Bakhir License (including, without limitation, its rights to reimbursement from the licensor) as and to the extent necessary or desirable for LICENSEE to exercise its rights under this Section 6.02. 6.03 LICENSEE may, in any legal action for infringement of the Licensed Patents Intellectual Property by a third party, ultimately enjoin infringement and collect for any infringement occurring within the Field of Useits use, damages, profits, and if required awards of whatever nature recoverable for such infringement; and settle any claim or suit for damages or a declaratory judgment involving the Licensed Intellectual Property, including the granting of further licenses or sublicenses, provided that LICENSEE does not concede invalidation of any Licensed Intellectual Property, without LICENSOR’S prior written consent. 6.04 LICENSOR has a continuing right to intervene in a suit initiated by lawLICENSEE under Section 6.02 or in a declaratory judgment action involving the Licensed Intellectual Property brought against LICENSEE. If LICENSOR chooses to intervene, Licensee LICENSOR will join as party plaintiff in such suit. Where such suit is brought by Licensors, Licensors be responsible for its litigation expenses and will be entitled to retain all damages and any other consideration recovered at successful conclusion recoveries which it obtains for itself as a result of the suit, after having reimbursed the Licensors and the Licensee for any cost incurred in such suit (including compensation for the time and expenses of any Licensee’s personnel involved in the suit), such reimbursement being made on a prorated basis in the event such damages and other consideration are not sufficient to cover the costs incurred by both the Licensors and the Licenseeits intervention. 9.3 In the event Licensors decides not to bring any such suit, Licensors will so notify Licensee and Licensee may bring such suit provided that (1) there are no other licensees of any of the Licensed Patents and (2) Licensors has not commenced suit for enforcement of the Licensed Patents pursuant to 9.4 below. Settlement of any suit brought by Licensee will require the consent of Licensors and Licensee, which neither will unreasonably withhold from the other, and any settlement amount or recovery for damages will be applied as follows: (i) first, to reimburse the Parties for their expenses in connection with the litigation, including compensation for the time and expenses of any Licensors and Licensee’s personnel involved in the suit in accordance with an agreement entered into between the Parties before such suit is brought, and (ii) second, the Parties will share any monies remaining in accordance with an agreement entered into between the Parties before such suit is brought. 9.4 Licensors will have the right in its absolute discretion during the Term of this Agreement to commence suits for infringement of the Licensed Patents for any infringement outside the Field of Use. 9.5 Notwithstanding the pendency of any infringement or other claim or action by or against Licensee, Licensee will have no right to reduce, terminate, suspend or escrow payment of any amounts required to be paid to Licensors pursuant to this Agreement. * Confidential treatment requested UT-B #PLA 1562 and UC-A #IPA 0749 RRS/MTF

Infringement. 9.1 Licensee will 6.01 LICENSOR and LICENSEE agree to notify Licensors in writing each other promptly of any suspected each infringement or possible infringement of the Licensed Patents in Intellectual Property within the Licensed Field of Usewhich either party becomes aware. 6.02 LICENSOR shall have the first right to prosecute any action necessary to protect rights under the Licensed Intellectual Property. In the event that LICENSOR, and each Party will inform or with respect to the other [*] License the licensor thereunder, declines or does not, within six (6) months after being notified in writing by LICENSEE of any evidence of such suspected infringement within a reasonable time of obtaining such evidence. 9.2 Licensors will infringement, commence legal action or terminate the infringement, LICENSEE shall have the right during right, but not the term of this Agreement obligation, to institute, prosecute, and settle commence any legal action or to take such steps as LICENSEE may deem desirable to terminate such infringement at its own expense suits (but subject to any rights to reimbursement from the licensor under the [*] License). LICENSOR shall cooperate with any such legal action, including by providing prompt access to all necessary documents and rendering reasonable assistance in response to requests by LICENSEE, and, if applicable, by exercising its rights under the [*] License as necessary for any such legal action relating thereto. LICENSEE may require LICENSOR to initiate or join in any suit contemplated by this Section 6.02 if necessary to avoid dismissal of the suit. If LICENSOR is made a party to any such suit, LICENSEE will reimburse and indemnify LICENSOR for its costs, expenses, or fees which it incurs as a result of its joinder. In all cases, LICENSEE agrees to keep LICENSOR reasonably apprised of the status and progress of any litigation involved the Licensed Intellectual Property. In furtherance of LICENSEE’S rights under this Section 6.02, and without limiting the foregoing, LICENSOR hereby assigns to LICENSEE LICENSOR’S rights under Article V of the [*] License (including, without limitation, its rights to reimbursement from the licensor) as and to the extent necessary or desirable for LICENSEE to exercise its rights under this Section 6.02. 6.03 LICENSEE may, in any legal action for infringement of the Licensed Patents Intellectual Property by a third party, ultimately enjoin infringement and collect for any infringement occurring within the Field of Useits use, damages, profits, and if required awards of whatever nature recoverable for such infringement; and settle any claim or suit for damages or a declaratory judgment involving the Licensed Intellectual Property, including the granting of further licenses or sublicenses, provided that LICENSEE does not concede invalidation of any Licensed Intellectual Property, without LICENSOR’S prior written consent. 6.04 LICENSOR has a continuing right to intervene in a suit initiated by lawLICENSEE under Section 6.02 or in a declaratory judgment action involving the Licensed Intellectual Property brought against LICENSEE. If LICENSOR chooses to intervene, Licensee LICENSOR will join as party plaintiff in such suit. Where such suit is brought by Licensors, Licensors be responsible for its litigation expenses and will be entitled to retain all damages and any other consideration recovered at successful conclusion recoveries which it obtains for itself as a result of the suit, after having reimbursed the Licensors and the Licensee for any cost incurred in such suit (including compensation for the time and expenses of any Licensee’s personnel involved in the suit), such reimbursement being made on a prorated basis in the event such damages and other consideration are not sufficient to cover the costs incurred by both the Licensors and the Licenseeits intervention. 9.3 In the event Licensors decides not to bring any such suit, Licensors will so notify Licensee and Licensee may bring such suit provided that (1) there are no other licensees of any of the Licensed Patents and (2) Licensors has not commenced suit for enforcement of the Licensed Patents pursuant to 9.4 below. Settlement of any suit brought by Licensee will require the consent of Licensors and Licensee, which neither will unreasonably withhold from the other, and any settlement amount or recovery for damages will be applied as follows: (i) first, to reimburse the Parties for their expenses in connection with the litigation, including compensation for the time and expenses of any Licensors and Licensee’s personnel involved in the suit in accordance with an agreement entered into between the Parties before such suit is brought, and (ii) second, the Parties will share any monies remaining in accordance with an agreement entered into between the Parties before such suit is brought. 9.4 Licensors will have the right in its absolute discretion during the Term of this Agreement to commence suits for infringement of the Licensed Patents for any infringement outside the Field of Use. 9.5 Notwithstanding the pendency of any infringement or other claim or action by or against Licensee, Licensee will have no right to reduce, terminate, suspend or escrow payment of any amounts required to be paid to Licensors pursuant to this Agreement. * Confidential treatment requested UT-B #PLA 1562 and UC-A #IPA 0749 RRS/MTF

Infringement. 9.1 Licensee will notify Licensors in writing shall have the first right to prosecute and control (at its own expense) any action for infringement of any suspected infringement of the Licensed Patents in the Field of Use, and each Party will inform the other of any evidence of such suspected infringement within a reasonable time of obtaining such evidence. 9.2 Licensors will have the right during the term of this Agreement if such infringement relates to instituteany product that competes with (or if marketed would compete with) a Marketed Product and any claim within a Licensed Patent that covers or otherwise relates to such Marketed Product (or the manufacture, prosecuteuse, sale or other exploitation thereof). Each party agrees to notify the other party promptly of any infringement of a Licensed Patent (within the above scope) of which such party is or becomes aware. If Licensee elects to commence such an action, Licensor shall cooperate fully with Licensee including, without limitation, being joined as a party upon Licensee’s request. Licensor shall have the right to consult with Licensee and settle to participate in and be represented by counsel in such litigation at its own expense suits expense. Recoveries from such action shall first be applied to reimburse Licensee and Licensor, pro rata, for infringement litigation fees and expenses. Licensor shall receive from the remaining portion of the Licensed Patents for any infringement occurring within recovery an amount equal to [*]. If, after the Field of Use, and if required by law, Licensee will join as party plaintiff in such suit. Where such suit is brought by Licensors, Licensors will be entitled to retain all damages and any other consideration recovered at successful conclusion expiration of the suit, after having reimbursed the Licensors and the Licensee for any cost incurred in such suit (including compensation for the time and expenses of any [*] period following Licensee’s personnel involved receipt of notice of the third party infringement described in the first sentence of this Section 4.2 (or, if earlier, the date upon which Licensee provides written notice that it does not plan to bring suit), such reimbursement being made on Licensee has not obtained a prorated basis discontinuance of infringement described in the event such damages and other consideration are first sentence above, settled the matter with the infringer, or filed suit against the third party infringer, then Licensor shall have the right, but not sufficient to cover the costs incurred by both the Licensors and the Licensee. 9.3 In the event Licensors decides not obligation, to bring suit against such third party infringer, provided that Licensor shall bear all expenses of such suit Licensee will cooperate with Licensor in any such suit, Licensors will so notify Licensee and Licensee may bring such suit provided that (1) there are no other licensees of any of the Licensed Patents and (2) Licensors has not commenced suit for enforcement of the Licensed Patents pursuant to 9.4 below. Settlement of any suit brought by Licensee will require the consent of Licensors infringement including, without limitation, being joined as’ a party upon request; and Licensee, which neither will unreasonably withhold from the other, and any settlement amount or recovery for damages will be applied as follows: (i) first, to reimburse the Parties for their expenses in connection with the litigation, including compensation for the time and expenses of any Licensors and Licensee’s personnel involved in the suit in accordance with an agreement entered into between the Parties before such suit is brought, and (ii) second, the Parties will share any monies remaining in accordance with an agreement entered into between the Parties before such suit is brought. 9.4 Licensors will shall have the right to consult with Licensor and to participate in and be represented by independent counsel in such litigation at its absolute discretion during own expense. Recoveries from such action shall first be applied to reimburse Licensor and Licensee for litigation fees and expenses and any then paid to Licensor. Neither party shall have the Term of right to settle any patent infringement litigation under this Agreement to commence suits for infringement Section 4.2 in a manner that diminishes the intellectual property’ rights of the other party without the prior written consent of such other party, such consent not to be unreasonably withheld or delayed. With respect to all other infringement actions with respect to the Licensed Patents for any infringement outside Patents, Licensor shall have the Field of Use. 9.5 Notwithstanding the pendency of any infringement or other claim or action by or against Licensee, Licensee will have no right to reduce, terminate, suspend or escrow payment of any amounts required to be paid to Licensors pursuant to this Agreement. * Confidential treatment requested UT-B #PLA 1562 prosecute and UC-A #IPA 0749 RRS/MTFcontrol such actions (and will retain all recoveries).

Infringement. 9.1 Licensee 6.1 Each party will notify Licensors the other in writing of any suspected misappropriation or infringement of any rights in the Licensed Technology of which the party becomes aware. 6.2 The Licensee has the first right (but is not obliged) to take legal action at its own cost against any misappropriation or infringement of any rights included in the Licensed Technology in the Field. The Licensee must discuss any proposed legal action with the Licensor prior to the legal action being commenced, and take reasonable due account of the legitimate interests of the Licensor in the action it takes. The Licensor hereby agrees to co-operate to the extent reasonably required by the Licensee in the enforcement of such rights and the Licensee shall reimburse to the Licensor all reasonable external fees, costs and expenses of the Licensor in connection with such co-operation. 6.3 If the Licensee takes legal action under clause 6.2, the Licensee will: (a) 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 enforcement activities and will settle any invoice received from the Licensor in respect of such costs, claims, demands and liabilities indemnified hereunder within thirty (30) Business Days of receipt; and (b) treat any award of profits or damages (including, without limitation, punitive damages) after deduction of all costs (including lawyers’ and patent agents’ fees and expenses that are not recovered from an award of legal costs), claims, demands and liabilities directly arising out of or consequent upon such enforcement activities which were reasonably and properly incurred, as Net Sales for the purposes of clause 8; and (c) subject to maintaining privilege or observing any confidentiality arrangements or orders, fully and effectively consult with Licensor in a timely manner before taking any material step in the legal action and take all reasonable steps to keep the Licensor regularly informed of the progress of the legal action, including, without limitation, any claims affecting the scope, enforceability or validity of the Licensed Patents in the Field of Use, and each Party will inform the other of any evidence of such suspected infringement within a reasonable time of obtaining such evidenceTechnology. 9.2 Licensors will have 6.4 If the right during Licensee has notified the term Licensor in writing that it does not intend to take any action in relation to the misappropriation or infringement or the Licensee has not taken any such action within [*] of this Agreement to institutethe notification under clause 6.1, prosecute, and settle the Licensor may take such legal action at its own expense suits cost. If the Licensor takes legal action under clause 6.4, the Licensor will: (a) To the extent that there is no breach or impropriety alleged against the Licensee in respect of the matter, not include, reference or name the Licensee in any such action or proceedings (including by way of adding the Licensee as a defendant); (b) account to Licensee in respect of any award of profits or damages (including, without limitation, punitive damages) after deduction of all costs (including lawyers’ and patent agents’ fees and expenses that are not recovered from an award of legal costs), claims, demands and liabilities directly arising out of or consequent upon such enforcement activities which were reasonably and properly incurred, which Licensee shall treat as Net Sales for infringement the purposes of clause 8; and (c) subject to maintaining privilege or observing any confidentiality arrangements or orders, fully and effectively consult with Licensee in a timely manner before taking any material step in the legal action and take all reasonable steps to keep the Licensee regularly informed of the progress of the legal action, including, without limitation, any claims affecting the scope, enforceability or validity of the Licensed Patents for any infringement occurring within the Field of Use, and if required by law, Licensee will join as party plaintiff in such suit. Where such suit is brought by Licensors, Licensors will be entitled to retain all damages and any other consideration recovered at successful conclusion of the suit, after having reimbursed the Licensors and the Licensee for any cost incurred in such suit (including compensation for the time and expenses of any Licensee’s personnel involved in the suit), such reimbursement being made on a prorated basis in the event such damages and other consideration are not sufficient to cover the costs incurred by both the Licensors and the LicenseeTechnology. 9.3 In the event Licensors decides not to bring any such suit, Licensors will so notify Licensee and Licensee may bring such suit provided that (1) there are no other licensees of any of the Licensed Patents and (2) Licensors has not commenced suit for enforcement of the Licensed Patents pursuant to 9.4 below. Settlement of any suit brought by Licensee will require the consent of Licensors and Licensee, which neither will unreasonably withhold from the other, and any settlement amount or recovery for damages will be applied as follows: (i) first, to reimburse the Parties for their expenses in connection with the litigation, including compensation for the time and expenses of any Licensors and Licensee’s personnel involved in the suit in accordance with an agreement entered into between the Parties before such suit is brought, and (ii) second, the Parties will share any monies remaining in accordance with an agreement entered into between the Parties before such suit is brought. 9.4 Licensors will have the right in its absolute discretion during the Term of this Agreement to commence suits for infringement of the Licensed Patents for any infringement outside the Field of Use. 9.5 Notwithstanding the pendency of any infringement or other claim or action by or against Licensee, Licensee will have no right to reduce, terminate, suspend or escrow payment of any amounts required to be paid to Licensors pursuant to this Agreement. * Confidential treatment requested UT-B #PLA 1562 and UC-A #IPA 0749 RRS/MTF

Infringement. 9.1 Licensee will notify Licensors (a) LICENSOR agrees to enforce its patents within the PATENT RIGHTS from infringement and sue ▇▇▇ringers when in writing its sole judgement such action may be reasonably necessary, proper and justified. (b) Notwithstanding the provisions of any suspected Article 8(a) above, provided LICENCEE shall have supplied LICENSOR with evidence comprising a prima facie case of infringement of the Licensed Patents PATENT RIGHTS by a third party hereto SELLING significant quantities of products in competition with LICENCEE's or an AFFILIATE's or a SUBLICENCEE's SALE of LICENCED PRODUCTS hereunder, LICENCEE shall be entitled to notify LICENSOR in writing requesting LICENSOR to take steps to enforce the Field PATENT RIGHTS and LICENSOR shall within three (3) months of Use, and each Party will inform the other of any evidence receipt of such suspected written request either: (i) cause said infringement within a reasonable time of obtaining such evidence.to terminate (including termination for whatever cause); or 9.2 Licensors will have (ii) initiate legal proceedings against the right during infringer; or (iii) grant LICENCEE the term of this Agreement right, at LICENCEE's sole expense, to institute, prosecute, and settle at its own expense suits bring suit against the infringer for infringement of the Licensed Patents for PATENT RIGHTS. (c) In no event shall LICENCEE be entitled to invoke Article 8(b) above with respect to more than two alleged infringers in any infringement occurring within one country listed with the Field PATENT RIGHTS at any given time even though there be more than two such infringers in such country and the provisions of UseArticle 8(b) hereof shall not come into effect or continue in effect as to such country while LICENSOR is carrying on any such legal proceeding against two such parties therein. (d) In the event either party hereto shall initiate or carry on legal proceedings to enforce the PATENT RIGHTS against an alleged infringer, as provided herein, the other party hereto shall fully co-operate with the party initiating or carrying on such proceedings. (e) In the event LICENSOR shall institute suit or other legal proceedings to enforce the PATENT RIGHTS, it shall have sole control of such suit. (f) In the event LICENCEE shall institute suit or other legal proceedings under Article 8(b) above to enforce the PATENT RIGHTS, LICENSOR shall be entitled to be represented by counsel of its choosing, at its sole expense, and if required by law, Licensee will join as party plaintiff in such suit. Where such suit is brought by Licensors, Licensors will LICENCEE shall be entitled to retain all damages and damages. LICENCEE shall not discontinue or settle any other consideration recovered at successful conclusion such proceedings brought by it without obtaining the concurrence of the suitLICENSOR, after having reimbursed the Licensors and the Licensee for any cost incurred in such suit (including compensation for the time and expenses of any Licensee’s personnel involved in the suit), such reimbursement being made on a prorated basis in the event such damages and other consideration are not sufficient to cover the costs incurred by both the Licensors and the Licensee. 9.3 In the event Licensors decides not to bring any such suit, Licensors will so notify Licensee and Licensee may bring such suit provided that (1) there are no other licensees of any of the Licensed Patents and (2) Licensors has not commenced suit for enforcement of the Licensed Patents pursuant to 9.4 below. Settlement of any suit brought by Licensee will require the consent of Licensors and Licensee, which neither will be unreasonably withhold from the otherwithheld, and any settlement amount or recovery for damages will be applied as follows: (i) firstgiving LICENSOR a timely opportunity to continue such proceedings in its own name, to reimburse the Parties for their expenses in connection with the litigation, including compensation for the time and expenses of any Licensors and Licensee’s personnel involved in the suit in accordance with an agreement entered into between the Parties before such suit is broughtunder its sole control, and (ii) second, the Parties will share any monies remaining in accordance with an agreement entered into between the Parties before such suit is broughtat its sole expense. 9.4 Licensors will have the right in its absolute discretion during the Term of this Agreement to commence suits for infringement of the Licensed Patents for any infringement outside the Field of Use. 9.5 Notwithstanding the pendency of any infringement or other claim or action by or against Licensee, Licensee will have no right to reduce, terminate, suspend or escrow payment of any amounts required to be paid to Licensors pursuant to this Agreement. * Confidential treatment requested UT-B #PLA 1562 and UC-A #IPA 0749 RRS/MTF

Infringement. 9.1 Licensee will 7.1 With respect to any Patent Rights, LICENSEE and/or its Sublicensees shall have the right to prosecute in their own names and at their own expense any infringement thereof. LICENSORS agree to notify Licensors in writing LICENSEE promptly of any suspected each infringement of the Licensed Patents in the Field Patent Rights of Use, and each Party will inform the other which LICENSORS are or become aware. Failure by either party to commence an action which is contemplated by this Section 7.1 shall not constitute a breach of any evidence of such suspected infringement within a reasonable time of obtaining such evidencethis Agreement. 9.2 Licensors will 7.2 If LICENSEE or its Sublicensee elects to commence an action as described above or if an action is third party, LICENSORS shall have the right during either to join the term action as a co-plaintiff or co-defendant or to assign to LICENSEE all of this Agreement LICENSOR's right, title and interest, expressly including the right to institutes▇▇ for past infringement thereof, prosecutein each patent which is a part of the Patent Rights and is the subject of such action. In the event LICENSORS join the action as a co-plaintiff, LICENSEE shall nevertheless control the action provided that LICENSEE will endeavor to consult with LICENSORS as to the prosecution of such action. In the event that LICENSORS make an assignment of such patent, such assignment shall be irrevocable, and settle such action on that patent or patents shall thereafter be brought or continued without LICENSOR as a parties, unless LICENSORS are legally indispensable parties. Notwithstanding any such assignment to LICENSEE by LICENSORS and regardless of whether LICENSORS are or are not indispensable parties, LICENSORS shall cooperate fully with LICENSEE, at LICENSEE'S expense, in connection with any action commenced by LICENSEE or any sublicensee. In the event that any patent is assigned to LICENSEE by LICENSORS pursuant to this paragraph, LICENSEE shall continue to meet its own expense suits obligations under this Agreement, including without limitation its obligation to pay royalties, as if the assigned patent or patent application were still licensed to LICENSEE. 7.3 If LICENSEE or its Sublicensee elects to commence an action as described above, LICENSEE may cover the costs and expensed of such action (including reasonable attorneys fees and including the coverage of LICENSORS' costs) by reducing the royalty due to LICENSOR hereunder by up to fifty percent (50%). In the event that such fifty percent (50%) costs and expenses exceed the amount of royalties reduced by LICENSEE for any calendar year, LICENSEE may to that extent reduce the royalties due to LICENSORS from LICENSEE in succeeding calendar years, but never by more than fifty percent (50%) of the royalty due in any one calendar year. 7.4 Recoveries or reimbursements from such action (regardless of whether LICENSEE or LICENSORS receive the award) shall first be applied to reimburse LICENSEE and LICENSORS for litigation costs not paid from royalties (if any) and then to reimburse LICENSORS for royalties withheld. Any remaining recoveries or reimbursements shall be paid to LICENSEE. 7.5 In the event that LICENSEE and its Sublicensee, if any, elect not to exercise their right to prosecute an infringement of the Licensed Patents for any infringement occurring within the Field of Use, and if required by law, Licensee will join as party plaintiff in such suit. Where such suit is brought by Licensors, Licensors will be entitled to retain all damages and any other consideration recovered at successful conclusion of the suit, after having reimbursed the Licensors and the Licensee for any cost incurred in such suit (including compensation for the time and expenses of any Licensee’s personnel involved in the suit), such reimbursement being made on a prorated basis in the event such damages and other consideration are not sufficient to cover the costs incurred by both the Licensors and the Licensee. 9.3 In the event Licensors decides not to bring any such suit, Licensors will so notify Licensee and Licensee may bring such suit provided that (1) there are no other licensees of any of the Licensed Patents and (2) Licensors has not commenced suit for enforcement of the Licensed Patents Patent Rights pursuant to 9.4 below. Settlement of any suit brought by Licensee will require the consent of Licensors above paragraphs, LICENSORS may do so at their own expense, controlling such action and Licensee, which neither will unreasonably withhold from the other, and any settlement amount or recovery for damages will be applied as follows: (i) first, to reimburse the Parties for their expenses in connection with the litigation, including compensation for the time and expenses of any Licensors and Licensee’s personnel involved in the suit in accordance with an agreement entered into between the Parties before such suit is brought, and (ii) second, the Parties will share any monies remaining in accordance with an agreement entered into between the Parties before such suit is broughtretaining all recoveries therefrom. 9.4 Licensors will have the right in its absolute discretion during the Term of this Agreement to commence suits for infringement of the Licensed Patents for any infringement outside the Field of Use. 9.5 Notwithstanding the pendency of any infringement or other claim or action by or against Licensee, Licensee will have no right to reduce, terminate, suspend or escrow payment of any amounts required to be paid to Licensors pursuant to this Agreement. * Confidential treatment requested UT-B #PLA 1562 and UC-A #IPA 0749 RRS/MTF

Infringement. 9.1 11.1 Licensor shall defend, indemnify and hold harmless Licensee will from and against any Claim (as defined in the Other Agreement) that Licensee's use of the Purchased Technology or the Background Technology hereafter or hereunder infringes any patent of a country covered by the scope of the _____________ Agreement (as defined in the Other Agreement) or the _________ Agreement. (as defined in the Other Agreement), copyright, trade secret or other proprietary rights of any third party, provided that Licensor's liability under this Section 11.1 shall not exceed an amount equal to two (2) times paid by Licensee to Licensor under this Agreement. 11.2 Each party shall promptly notify Licensors the other party in writing of any suspected infringement of the Licensed Patents in Background Technology as it relates to the Field Purchased Technology by a third party which it becomes aware of Use, and each Party will inform the other at any time. Licensor shall have a period of any evidence ninety (90) days from its awareness of such suspected infringement within a reasonable time or receipt of obtaining such evidence. 9.2 Licensors notice to initiate legal proceedings against the alleged infringer or to provide notice to Licensee ________ = 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. that it will have the right during the term of this Agreement to institute, prosecute, and settle at its own expense suits for infringement of the Licensed Patents for any infringement occurring within the Field of Use, and if required by law, Licensee will join as party plaintiff in not initiate such suitproceedings. Where such suit is brought by Licensors, Licensors will be entitled to retain all damages and any other consideration recovered at successful conclusion of the suit, after having reimbursed the Licensors and the Licensee for any cost incurred in such suit (including compensation for the time and expenses of any Licensee’s personnel involved in the suit), such reimbursement being made on a prorated basis in the event such damages and other consideration are not sufficient to cover the costs incurred by both the Licensors and the Licensee. 9.3 In the event Licensors decides Licensor does initiate such proceedings, they shall be subject to the following: 11.2.1 Licensor shall be responsible for the control of such proceedings and shall pay all expenses incurred in connection therewith. 11.2.2 Licensee shall provide to Licensor reasonable cooperation in initiating or carrying on such proceedings. 11.2.3 Any monetary recovery obtained by Licensor as a result of such proceeding shall be retained by Licensor. 11.3 In the event Licensor does not commence a proceeding against, or otherwise stop, an alleged infringer in accordance with Section 11.2 hereof within the time period specified therein, Licensee shall have the option to bring any commence such suit, Licensors will so notify Licensee and Licensee may bring a proceeding on its own behalf in Licensor's name. All such suit provided that (1) there are no other licensees of any of the Licensed Patents and (2) Licensors has not commenced suit for enforcement of the Licensed Patents pursuant to 9.4 below. Settlement of any suit proceedings brought by Licensee will require shall be subject to the consent following: 11.3.1 Licensee shall be responsible for the control of Licensors such proceeding and Licensee, which neither will unreasonably withhold from the other, and any settlement amount or recovery for damages will be applied as follows: (i) first, to reimburse the Parties for their shall pay all expenses incurred in connection with the litigation, including compensation for the time and expenses of any Licensors and Licensee’s personnel involved in the suit in accordance with an agreement entered into between the Parties before such suit is brought, and (ii) second, the Parties will share any monies remaining in accordance with an agreement entered into between the Parties before such suit is broughttherewith. 9.4 Licensors will have the right 11.3.2 Licensor shall provide to Licensee reasonable cooperation in its absolute discretion during the Term of this Agreement to commence suits for infringement of the Licensed Patents for any infringement outside the Field of Useinitiating or carrying on such proceedings. 9.5 Notwithstanding the pendency 11.3.3 Any monetary recovery obtained by Licensee as a result of any infringement or other claim or action by or against such proceeding shall belong solely to Licensee, Licensee will have no right to reduce, terminate, suspend or escrow payment of any amounts required to be paid to Licensors pursuant to this Agreement. * Confidential treatment requested UT-B #PLA 1562 and UC-A #IPA 0749 RRS/MTF.

Infringement. 9.1 Licensee will notify Licensors in writing 10.1 Each PARTY shall inform the other within the shortest possible delay of any suspected third party infringement of which it may become aware and/or of any infringement claims or actions, which may be taken against it. 10.2 Should there be third party infringement of the Licensed Patents CONTRACT PATENTS in the Field of UseCONTRACT FIELD, the ESTABLISHMENTS may, at their sole expense, undertake legal action against the infringing party. Any damages which may be allotted in relation to said infringement shall belong solely to the ESTABLISHMENTS. The foregoing shall not prevent CYCLACEL from intervening in any such action at its sole expense in compensation for prejudice which it has incurred. Any indemnification or damages which may be allotted by the courts will belong solely to CYCLACEL. Should the ESTABLISHMENTS not wish to undertake any action, CYCLACEL may, after having notified the ESTABLISHMENTS in writing, and each Party will inform in the other absence of any evidence of response from the ESTABLISHMENTS in the month following such suspected infringement within a reasonable time of obtaining such evidence. 9.2 Licensors will have the right during the term of this Agreement to institute, prosecutenotification, and settle subject to any applicable laws in the country in which the infringement has occurred, take action against said infringement in its own name and at its own expense suits expense. The costs of such actions shall be borne by CYCLACEL and any damages awarded by court decision shall belong entirely to CYCLACEL. The PARTIES agree to provide any documents and elements that may be necessary for the above-mentioned action to the other PARTY. 10.3 Should CYCLACEL, its AFFILIATES, SUBLICENSEES or distributors become the object of infringement claims as a result of the Licensed Patents for any infringement occurring within the Field of Useuse, and if required by law, Licensee will join as party plaintiff in such suit. Where such suit is brought by Licensors, Licensors will be entitled to retain all damages and any other consideration recovered at successful conclusion manufacturing or commercialization of the suitCONTRACT PRODUCTS, after having reimbursed due to the Licensors and use of the Licensee CONTRACT PATENTS, the ESTABLISHMENTS shall not be held liable or held in guarantee by CYCLACEL. During such infringement proceedings, should CYCLACEL, its AFFILIATES or SUBLICENSEES be prohibited from selling the CONTRACT PRODUCTS, CYCLACEL may suspend payments due herein, until termination of such proceedings. Should CYCLACEL, its AFFILIATES or SUBLICENSEES continue selling CONTRACT PRODUCTS during said proceedings, CYCLACEL may deduct any annual external legal costs from its calculation of NET SALES for any cost incurred in such suit (including compensation royalty payments due for the time same year pursuant to Article 6 herein and expenses for the corresponding year, subject to providing written proof of any Licensee’s personnel involved said costs. Should said companies be condemned for said infringement, the ESTABLISHMENTS shall not be called in the suit), such reimbursement being made on a prorated basis in the event such damages and other consideration are not sufficient warranty by CYCLACEL or be liable to cover the costs incurred by both the Licensors and the Licensee. 9.3 In the event Licensors decides not to bring any such suit, Licensors will so notify Licensee and Licensee may bring such suit provided that (1) there are no other licensees of indemnify reimburse or reduce any of the Licensed Patents and (2) Licensors has not commenced suit for enforcement sums due by CYCLACEL at the moment of the Licensed Patents final legal decision except as a result of a breach of a warranty provided by the ESTABLISHMENTS pursuant to 9.4 belowArticle 11. Settlement of Should any suit brought by Licensee will require the consent of Licensors and Licensee, which neither will unreasonably withhold from the other, and any settlement amount or recovery for damages will be applied as follows: (i) first, to reimburse the Parties for their expenses in connection with the litigation, including compensation for the time and expenses of any Licensors and Licensee’s personnel involved in the suit in accordance with an agreement entered into between the Parties before such suit is brought, and (ii) second, the Parties will share any monies remaining in accordance with an agreement entered into between the Parties before such suit is brought. 9.4 Licensors will have the right in its absolute discretion during the Term of this Agreement to commence suits for infringement all of the Licensed Patents for CONTRACT PATENTS become null or void the conditions of Article 11 shall be applicable without exception. The present Article shall not in any infringement outside way be considered to constitute a waiver by the Field of UseESTABLISHMENTS to take any action or intervention. 9.5 Notwithstanding the pendency of any infringement or other claim or action by or against Licensee, Licensee will have no right to reduce, terminate, suspend or escrow payment of any amounts required to be paid to Licensors pursuant to this Agreement. * Confidential treatment requested UT-B #PLA 1562 and UC-A #IPA 0749 RRS/MTF

Infringement. 9.1 A. Licensee will notify Licensors and Licensor shall each inform the other promptly in writing of any suspected alleged infringement by a third party of the Licensed Patents Patent Rights in the Field of Use and of any available evidence thereof. B. Licensor shall have the first right to enforce any patent within Patent Rights against any infringement or alleged infringement, past or future, thereof, and shall at all times keep Licensee informed as to the status thereof. Licensor may, in its sole judgment and at its own expense, institute suit against any such infringer or alleged infringer, past or future, and control, settle, and defend such suit in a manner consistent with the terms and provisions hereof. Should any damages award or settlement obtained exceed the unreimbursed out-of-pocket expenses and legal fees of such action, the remaining portion shall be treated as Sublicense Consideration. Licensor shall indemnify Licensee against any order for costs that may be made against Licensee in such proceedings. C. If Licensor elects not to enforce any patent within the Patent Rights in the Field of Use, then it shall so notify Licensee in writing within six (6) months of receiving notice that an infringement exists, and each Party will inform Licensee may, at its own expense, take steps to enforce any patent, for past or future infringement, in a manner consistent with the other of terms and provisions hereof. Should any evidence damages award or settlement obtained exceed the costs of such suspected infringement within a reasonable time action the remaining portion shall be treated as Sublicense Consideration. Licensee shall indemnify Licensor and other licensees of obtaining the Patent Rights against any order for costs that may be made against Licensor in such evidence. 9.2 Licensors will proceedings. Licensee shall fully inform and consult with Licensor with respect to all of the steps referred to in the preceding sentence, including without limitation initiating or prosecuting litigation. Licensor shall have the right during the term of this Agreement to institute, prosecute, and settle at its own expense suits for infringement of the Licensed Patents for any infringement occurring within the Field of Use, and if required by law, Licensee will join as party plaintiff in such suit. Where such suit is brought by Licensors, Licensors will be entitled to retain all damages and any other consideration recovered at successful conclusion of the suit, after having reimbursed the Licensors and the Licensee for any cost incurred in such suit (including compensation for the time and expenses of any Licensee’s personnel involved in the suit), such reimbursement being made on a prorated basis in the event such damages and other consideration are not sufficient to cover the costs incurred by both the Licensors and the Licensee. 9.3 In the event Licensors decides not to bring any such suit, Licensors will so notify Licensee and Licensee may bring such suit provided that (1) there are no other licensees of any of the Licensed Patents and (2) Licensors has not commenced suit for enforcement of the Licensed Patents pursuant to 9.4 below. Settlement of any suit brought by Licensee will require the consent of Licensors and Licensee, which neither will unreasonably withhold from the other, and any settlement amount or recovery for damages will be applied as follows: (i) first, to reimburse the Parties for their expenses approve Licensee's choice of counsel in connection with the any such litigation, including compensation for the time and expenses of any Licensors and Licensee’s personnel involved in the suit in accordance with an agreement entered into between the Parties before such suit is brought, and (ii) secondreview in advance all major decisions, positions or actions that Licensee wishes to take in any such litigation, which would impair any interest of Licensor in the Parties will share Patent Rights, including interests of Licensor's third party licensees. All such decisions, positions or actions shall be promptly reviewed by the Licensor (i.e. within 20 days), and Licensee shall consider, and discuss with Licensor, in good faith any monies remaining in accordance with an agreement entered into between concerns or issues Licensor may raise. D. In the Parties before event Licensee shall undertake the enforcement and/or defense of the Patent Rights by litigation, Licensee may withhold up to fifty percent (50%) of the payments otherwise thereafter due to Licensor under Paragraphs A(4) and (5) of Article IV above and apply the same toward reimbursement of Licensee's unreimbursed out-of-pocket expenses and legal fees of such action. Any recovery of damages by Licensee for each such suit is brought. 9.4 Licensors will have the right shall be applied first in its absolute discretion during the Term of this Agreement to commence suits for infringement of the Licensed Patents for any infringement outside the Field of Use. 9.5 Notwithstanding the pendency satisfaction of any infringement or other claim or action by or against Licensee, unreimbursed expenses and legal fees of Licensee will have no right relating to reduce, terminate, suspend or escrow payment of any amounts required to be paid to Licensors pursuant to this Agreement. * Confidential treatment requested UT-B #PLA 1562 and UC-A #IPA 0749 RRS/MTFsuch suit and

Infringement. 9.1 Licensee will notify Licensors 7.1 Either Party shall promptly inform the other Party in writing of any suspected alleged infringement of the Licensed Patents in the Field of Use, Patent Rights by a third party and each Party will inform shall provide the other Party with any available evidence thereof. Neither Party shall notify a third party of any evidence the infringement of such suspected Patent Rights without first consulting with the other Party. Both Parties shall use reasonable efforts and cooperation to terminate infringement within a reasonable time of obtaining such evidencewithout litigation. 9.2 Licensors will 7.2 During the Term, Licensee shall have the right during first right, but not the term of this Agreement obligation, to institute, prosecute, and settle prosecute at its own expense suits for infringement all infringements of the Licensed Patents for any infringement occurring within Patent Rights and, in furtherance of such right, Foundation hereby agrees that Licensee may include Foundation and the Field of Use, and if required by law, Licensee will join Other Institutions as a party plaintiff in such suit. Where such suit is brought by Licensors, Licensors will be entitled to retain all damages and any other consideration recovered at successful conclusion of the suit, after having reimbursed the Licensors and the Licensee for any cost incurred in such suit (including compensation for the time and expenses of any Licensee’s personnel involved in the suit), such reimbursement being made on a prorated basis in the event such damages and other consideration are not sufficient to cover the costs incurred by both the Licensors and the Licensee. 9.3 In the event Licensors decides not to bring any such suit, Licensors will without expense to Foundation and the Other Institutions provided, however, that such right to bring such an infringement action shall remain in effect only for so long as the license granted herein remains exclusive. The total cost of any such infringement action commenced or defended solely by Licensee shall be borne by Licensee. No settlement, consent judgment or other voluntary final disposition of the suit may be entered into without the consent of Foundation, which consent shall not unreasonably be withheld. Licensee shall indemnify Foundation and the Other Institutions against any order for costs that may be made against Foundation or the Other Institutions in such proceedings. 7.3 In the event that Licensee shall undertake the enforcement and/or defense of the Patent Rights by litigation, Licensee may withhold up to fifty percent (50%) of the payments otherwise due Foundation under Article 4 herein and apply the same toward reimbursement of up to half of Licensee’s third-party litigation expenses, including reasonable attorneys’ fees, in connection therewith. Any recovery of damages by Licensee for each such suit shall be applied first in satisfaction of any unreimbursed expenses and legal fees of Licensee relating to such suit, and next toward reimbursement of Foundation for any payments under Article 4 past due or withheld and applied pursuant to this Article 7. Licensee shall receive sixty percent (60%), and Foundation shall receive forty percent (40%) of the balance of any recovery, damages, or settlement proceeds after the foregoing allocation is performed. 7.4 If within six (6) months after having been notified of any alleged infringement, Licensee shall have been unsuccessful in persuading the alleged infringer to desist and shall not have brought and shall not be diligently prosecuting an infringement action, or if Licensee shall notify Foundation at any time prior thereto of its intention not to bring suit against any alleged infringer then, and in those events only, Foundation shall have the right, but shall not be obligated, to prosecute at its own expense any infringement of the Patent Rights, and Foundation may, for such purposes, use the name of Licensee as party plaintiff. 7.5 In the event that Foundation shall undertake enforcement and/or defense of the Patent Rights litigation, any recovery, damages or settlement derived from such action shall be applied first in satisfaction of any unreimbursed expenses and legal fees of Foundation. Foundation shall receive sixty percent (60%), and Licensee may bring such suit provided shall receive forty percent (40%) of the balance of any recovery, damages, or settlement proceeds after the foregoing allocation is performed. 7.6 In the event that (1) there are no other licensees a declaratory judgment action alleging invalidity or noninfringement of any of the Licensed Patents and (2) Licensors has not commenced suit for enforcement of the Licensed Patents pursuant to 9.4 below. Settlement of any suit Patent Rights shall be brought by Licensee will require the consent of Licensors and Licensee, which neither will unreasonably withhold from the other, and any settlement amount or recovery for damages will be applied as follows: (i) first, to reimburse the Parties for their expenses in connection with the litigation, including compensation for the time and expenses of any Licensors and Licensee’s personnel involved in the suit in accordance with an agreement entered into between the Parties before such suit is brought, and (ii) second, the Parties will share any monies remaining in accordance with an agreement entered into between the Parties before such suit is brought. 9.4 Licensors will have the right in its absolute discretion during the Term of this Agreement to commence suits for infringement of the Licensed Patents for any infringement outside the Field of Use. 9.5 Notwithstanding the pendency of any infringement or other claim or action by or against Licensee, Foundation, at its option, shall have the right, within thirty (30) days after commencement of such action, to intervene and take over the sole defense of the action at its own expense, provided that Foundation consults with and keeps Licensee will have no right promptly informed regarding such declaratory judgment action. 7.7 In any infringement suit as either Party may institute to reduce, terminate, suspend or escrow payment of any amounts required to be paid to Licensors enforce the Patent Rights pursuant to this Agreement, the other Party hereto shall, at the request and expense of the Party initiating such suit, cooperate in all respects and, to the extent possible, have its employees (and employees of the University) testify when requested and make available relevant records, papers, information, samples, specimens, and the like. 7.8 Licensee shall have the sole right in accordance with the terms and conditions herein to sublicense any alleged infringer for future use of the Patent Rights. * Confidential treatment requested UT-B #PLA 1562 Any upfront fees as part of such a sublicense shall be first be used to reimburse the costs of the Party bringing the infringement action against the infringer and UC-A #IPA 0749 RRS/MTFthe balance will be shared with Foundation in accordance with Section 4.l(e); other royalties shall be treated per Article

Infringement. 9.1 1.1.1 If either Party believes that an infringement by a Third Party with respect to any Penn Patent Right is occurring or may potentially occur, the knowledgeable Party will provide the other Party with (a) written notice of such infringement or potential infringement and (b) evidence of such infringement or potential infringement (the “Infringement Notice”). During the period in which, and in the jurisdiction where, Licensee has exclusive rights under this Agreement, subject to Licensee’s right to institute suit for patent infringement pursuant to Section 7.3.2 if infringing activity of potential commercial significance has not been abated within [***] following the date the Infringement Notice for such activity was provided, neither Penn or Licensee will notify Licensors in writing such a Third Party (including the infringer) of infringement or put such Third Party on notice of the existence of Penn Patent Rights without first obtaining the written consent of the other Party. If Licensee puts such infringer on notice of the existence of any suspected Penn Patent Right without the prior written consent of Penn prior to the expiration of such [***] period, then Licensee’s right to initiate a suit under Section 7.3.2 below will terminate immediately without the obligation of Penn to provide notice to Licensee. Both Penn and Licensee will use their diligent efforts to cooperate with each other to terminate any such infringement without litigation. 1.1.2 With respect to Penn Patent Rights A, if infringing activity of potential commercial significance has not been abated within [***] following the date the Infringement Notice for such activity was provided, then during the period in which, and in the jurisdiction where, Licensee is the sole licensee for certain Penn Patent Rights A and the infringement is a competing product to a Licensed Product for an Indication, Licensee may institute suit for patent infringement of such Penn Patent Rights A against the Licensed Patents infringer. With respect to Penn Patent Rights B, if infringing activity of potential commercial significance has not been abated within [***] following the date the Infringement Notice for such activity was provided, then during the period in which, and in the Field of Usejurisdiction where, Licensee is the sole licensee for certain Penn Patent Rights B and each Party will inform the other of any evidence infringement is a competing product to a Designated Product for an Indication, the JIPC shall discuss and recommend how to handle such infringement, including whether to institute suit for patent infringement of such suspected infringement within a reasonable time of obtaining such evidence. 9.2 Licensors will Penn Patent Rights B against the infringer, which Party shall have the right during to initiate and control such suit and making decisions with respect to litigation strategy. If the term of this Agreement JIPC (after escalation pursuant to instituteSection 3.2.4) is unable to reach agreement, prosecutePenn shall have the final decision-making authority with respect to handling any infringement action related to Penn Patent Rights B; provided that in any event, and settle Penn will consider any reasonable comments or suggestions by Licensee with respect to same. 1.1.3 Penn may voluntarily join such suit at its own expense suits expense, but may not thereafter commence suit against the infringer for the acts of infringement that are the subject of the Licensed Patents for Licensee’s suit or any infringement occurring within the Field of Use, and if required by law, Licensee will join as party plaintiff judgment rendered in such suit. Where If in a suit initiated by Licensee, Penn is involuntarily joined other than by Licensee, then Licensee will pay any documented costs incurred by Penn arising out of such suit, including any documented legal fees of counsel that Penn selects and retains to represent it in the suit. In any suit initiated by Licensee, Licensee shall be free to enter into a settlement, consent judgment or other voluntary disposition, provided that any settlement, consent judgment or other voluntary disposition that (i) limits the scope, validity or enforcement of Penn Patent Rights A or Penn Patent Rights B or (ii) admits fault or wrongdoing on the part of Penn must be approved in advance by Penn in writing (such approval not to be unreasonably withheld or delayed). Licensee’s request for such approval shall include complete copies of proposed settlement documents, a summary of such settlement, and any other information material to such settlement that is reasonably requested by Penn. Penn shall provide Licensee notice of its approval or denial within [***] of any request for such approval by Licensee, provided that (x) in the event Penn wishes to deny such approval, such notice shall include a detailed written description of Penn’s reasonable objections to the proposed settlement, consent judgment, or other voluntary disposition and (y) Penn shall be deemed to have approved of such proposed settlement, consent judgment, or other voluntary disposition in the event it fails to provide such notice within such [***] period in accordance herewith. 1.1.4 If, within [***] following the date of a request to do so from Penn, infringing activity of potential commercial significance has not been abated and if Licensee has not brought suit against the infringer, then Penn may institute suit for patent infringement against the infringer. If Penn institutes such suit, then Licensee may not join such suit without the prior written consent of Penn (which consent shall not be unreasonably withheld or delayed) and may not thereafter commence suit against the infringer for the acts of infringement that are the subject of Penn’s suit or any judgment rendered in such suit. 1.1.5 Notwithstanding Sections 7.3.2, 7.3.3 and 7.3.4, in the event that any Penn Patent Rights A or Penn Patent Rights B are infringed by a Third Party and any of the infringed Penn Patent Rights A or Penn Patent Rights B are also licensed by Penn to a Third Party, prior to any enforcement action being taken by either Party regarding such infringement, the JIPC shall discuss and recommend how to handle such infringement by such Third Party. 1.1.6 Any recovery or settlement received in connection with any suit will first be shared by Penn and Licensee equally to cover any litigation costs each incurred (to the extent not previously reimbursed) and next shall be paid to Penn or Licensee to cover any litigation costs it incurred in excess of the litigation costs of the other (to the extent not previously reimbursed). Any remaining recoveries shall be allocated as follows: For any portion of the recovery or settlement, other than for amounts attributable and paid as enhanced damages for willful infringement: (a) for any suit that is initiated by Licensee and in which Penn was not a party in the litigation, Penn shall receive [***] of the recovery and the Licensee shall receive the remainder; and (b) for any suit that is initiated by the Licensee or Penn and that the other Party joins voluntarily (but only to the extent such voluntary joining is allowed under this Agreement or expressly by the other Party in a separate agreement) or involuntarily, the non-initiating party’s percentage of the total litigation costs incurred by Penn and Licensee, but in no event shall the non-initiating Party receive less than [***] of such recovery, while the initiating party shall receive the remainder, and in no case shall Penn receive less than [***] of such recovery. For any portion of the recovery or settlement paid as enhanced damages for willful infringement: (c) for any suit that is initiated by Licensee or Penn and the other Party voluntarily (but only to the extent such voluntary joining is allowed under this Agreement or expressly by the other Party in a separate agreement) or involuntarily, the initiating party shall receive [***] and the non-initiating shall receive the remainder; and (d) for any suit that is initiated by Licensee and in which Penn was not a party in the litigation, Penn shall receive [***] and Licensee shall receive the remainder. For any portion of the recovery or settlement received in connection with any suit that is initiated by Penn and in which Licensee was not a party in the litigation, any recovery in excess of litigation costs will belong to Penn. 1.1.7 Each Party will reasonably cooperate and assist with the other in litigation proceedings instituted hereunder but at the expense of the Party who initiated the suit (unless such suit is brought being jointly prosecuted by Licensors, Licensors will be entitled to retain all damages and any other consideration recovered at successful conclusion of the suit, after having reimbursed the Licensors and the Licensee for any cost incurred in such suit (including compensation for the time and expenses of any Licensee’s personnel involved in the suitParties). For clarity, such reimbursement being made on requirement does not require a prorated basis in Party to join a suit unless otherwise specifically required under this Agreement. If Penn is subjected to third party discovery related to the event such damages and other consideration are not sufficient Penn Patent Rights or Licensed Products licensed to cover the costs incurred by both the Licensors and the Licensee. 9.3 In the event Licensors decides not to bring any such suit, Licensors will so notify Licensee and Licensee may bring such suit provided that (1) there are no other licensees of any of the Licensed Patents and (2) Licensors has not commenced suit for enforcement of the Licensed Patents pursuant to 9.4 below. Settlement of any suit brought by Licensee will require the consent of Licensors and Licensee, which neither will unreasonably withhold from the other, and any settlement amount or recovery for damages will be applied as follows: (i) first, to reimburse the Parties for their expenses in connection with the litigation, including compensation for the time and expenses of any Licensors and Licensee’s personnel involved in the suit in accordance with an agreement entered into between the Parties before such suit is brought, and (ii) second, the Parties will share any monies remaining in accordance with an agreement entered into between the Parties before such suit is brought. 9.4 Licensors will have the right in its absolute discretion during the Term of this Agreement to commence suits for infringement of the Licensed Patents for any infringement outside the Field of Use. 9.5 Notwithstanding the pendency of any infringement or other claim or action by or against Licenseehereunder, Licensee will have no right pay Penn’s documented out-of- pocket expenses with respect to reduce, terminate, suspend or escrow payment same. 1.1.8 Penn shall keep Licensee reasonably informed of the initiation and status of any amounts required action to be paid enforce any Penn Patent Rights A, Discovery Patent Rights (including Penn Patent Rights B), Penn Patent Rights C or Manufacturing Patent Rights pertaining to Licensors pursuant to this Agreement. * Confidential treatment requested UT-B #PLA 1562 and UC-A #IPA 0749 RRS/MTFthe Indications or a Licensed Product.