Common use of Infringement Clause in Contracts

Infringement. Subject to Sections 7.4.4 and 7.4.5, Alnylam shall within the Field of Use have the exclusive right, but not the obligation, to initiate and maintain, at its expense, an appropriate suit anywhere in the world against any Third Party who at any time is suspected of infringing or using without proper authorization all or any portion of UBC Controlled IP, and shall control any such action for which it exercises such right. Subject to Section 7.4.4, AlCana and UBC agree to cooperate with Alnylam in such action, and Alnylam shall reimburse AlCana and UBC for any reasonable costs such Parties incur as a result of cooperating with such action. Alnylam shall have the right to recover [**] times its legal costs specifically relating to such infringement suit and any costs that AlCana or UBC incur during such suit for which they have received reimbursement from Alnylam, from any amounts obtained from a Third Party as a result of such suit, including without limitation, any costs that AlCana or UBC incur during such suit for which they have received reimbursement from Alnylam. Any amounts obtained in excess of such amount for the infringement of UBC Controlled IP will be divided between the Parties such that Alnylam receives [**] percent ([**]%), and AlCana and UBC each receive [**] percent ([**]%). In the event that damages are awarded for the infringement of multiple patents, some of which are UBC Controlled IP and some of which are not, the Parties shall agree on a reasonable allocation of the damages award to UBC Controlled IP and make the payments described above in accordance with such allocation. Each of AlCana and UBC may bring suit for infringement or unauthorized use of UBC Controlled IP in the Field of Use, at its own expense, if Alnylam elects not to commence suit under this Section within [**] days of notice of such alleged infringement from UBC or AlCana. If AlCana or UBC elects to bring suit in accordance with this Section, then Alnylam may thereafter join that suit at its own expense. The Party bringing the suit shall have the right to recover [**] times its legal costs specifically relating to such infringement suit and any costs that AlCana or UBC incur during such suit for which they have received reimbursement from Alnylam, from any amounts obtained from a Third Party as a result of such suit, including without limitation, any costs that the other Parties incur during such suit for which such other Parties have received reimbursement from the Party bringing the suit. Any amounts obtained in excess of such amount for the infringement of UBC Controlled IP will be divided between the Parties such that the Party bringing the suit receives [**] percent ([**]%), and the other two Parties will each receive [**] percent ([**]%). All Parties agree to be bound by the outcome of a suit for infringement under this Section.

Infringement. Subject 9.1 Each Party agrees to Sections 7.4.4 and 7.4.5, Alnylam shall within provide prompt written notice to the other Party of any alleged infringement of the Patent Rights in the Field by a third party, and of Use any available evidence thereof, of which it becomes aware. 9.2 During the term of this Agreement, Licensee, to the extent permitted by law, shall have the exclusive right, but shall not the obligationbe obligated, to initiate prosecute at its own expense all infringements of the Patent Rights in the Field and, in furtherance of such right, Northwestern hereby agrees that Licensee may include Northwestern as a party plaintiff in such suit, without expense to Northwestern, provided, however, that such right to bring such infringement action shall remain in ef fect only for so long as the license granted herein remains exclusive. Prior to commencing any such action, Licensee shall consult with Northwestern and maintainshall consider the view of Northwestern regarding the advisability of the proposed action and its effect on the public interest. No settlement, consent judgment or other voluntary final disposition of the suit may be entered into without the prior written consent of Northwestern. Licensee shall indemnify Northwestern against any order for costs that may be made against Northwestern in such proceedings. Any recovery resulting from an action brought by Licensee shall be distributed as follows: (a) each Party shall be reimbursed for any expenses it incurred in the action; (b) as to ordinary damages for past infringement , Licensee shall receive an amount equal to either (i) its lost profits, (ii) a reasonable royalty on the infringing sales, or (iii) whatever alternative measure of such damages the court shall have applied, and such amount shall be treated as Net Sales for the purpose of calculating running royalties under Section 5.5; and (c) the Parties shall share equally in any additional award, including any special or punitive damages. 9.3 If six (6) months after having become aware of any alleged infringement Licensee has been unsuccessful in persuading the alleged infringer to desist and either has not brought or is not diligently prosecuting an infringement action, or if Licensee shall notify Northwestern at any time of its intention not to bring suit against any alleged infringer, then Northwestern shall have the right, at its expensesole discretion, an appropriate suit anywhere in the world against any Third Party who at any time is suspected of infringing or using without proper authorization all or any portion of UBC Controlled IP, and shall control any such action for which it exercises such right. Subject to Section 7.4.4, AlCana and UBC agree to cooperate with Alnylam in such action, and Alnylam shall reimburse AlCana and UBC for any reasonable costs such Parties incur as a result of cooperating with such action. Alnylam shall have the right to recover [**] times its legal costs specifically relating to prosecute such infringement suit of the Patent Rights under its sole control and any costs that AlCana or UBC incur during such suit for which they have received reimbursement from Alnylam, from any amounts obtained from a Third Party as a result of such suit, including without limitation, any costs that AlCana or UBC incur during such suit for which they have received reimbursement from Alnylam. Any amounts obtained in excess of such amount for the infringement of UBC Controlled IP will be divided between the Parties such that Alnylam receives [**] percent ([**]%), and AlCana and UBC each receive [**] percent ([**]%)at its sole expense. In the event that damages are awarded for the Northwestern elects to prosecute an infringement of multiple patentsany Patent Rights as set forth in this Section 9.3, some then (a) Northwestern shall keep any recovery or damages for past infringement derived therefrom, and (b) Licensee shall not offer to sublicense the infringed Patent Rights to the alleged infringer without Northwestern’s written consent. 9.4 In the event that a declaratory judgment action alleging invalidity, unenforceability, or noninfringement of which are UBC Controlled IP and some of which are not, the Parties shall agree on a reasonable allocation any of the damages award to UBC Controlled IP and make the payments described above in accordance with such allocation. Each of AlCana and UBC may bring suit for infringement Patent Rights shall be brought against Northwestern or unauthorized use of UBC Controlled IP in the Field of UseLicensee, Northwestern, at its own expenseoption, if Alnylam elects not to commence suit under this Section shall have the right, within [**] thirty (30) days of after it receives notice of the commencement of such alleged infringement from UBC or AlCana. If AlCana or UBC elects action, to bring suit in accordance with this Section, then Alnylam may thereafter join that suit intervene and take over the sole defense of the action (but only to the extent of the Patent Rights) at its own expense. The If Northwestern does not exercise this right, Licensee may take over the sole defense of the action at Licensee's sole expense. No settlement, consent judgment or other voluntary final disposition of the action may be entered into without the prior written consent of Northwestern, which shall not be unreasonably withheld. 9.5 In any infringement suit that either Party bringing may institute to enforce the suit Patent Rights in the Field pursuant to this Agreement and in any declaratory judgment action that one Party is defending, the other Party hereto shall, at the request and expense of the Party initiating or defending such suit, cooperate in all reasonable respects (including joining as a party if required by law) and, to the extent possible, have its employees testify when requested and make available relevant records, pa pers, information, samples, specimens, and the like. 9.6 For so long as the license granted herein remains exclusive during the term of this Agreement, Licensee shall have the sole right to recover [**] times its legal costs specifically sublicense any alleged infringer for future use of the Patent Rights in the Field in accordance with the terms and conditions of this Agreement relating to such infringement suit and any costs that AlCana or UBC incur during such suit for which they have received reimbursement from Alnylam, from any amounts obtained from a Third Party sublicenses. Any upfront fees as a result part of such suit, including without limitation, any costs that the a sublicense shall be shared equally between Licensee and Northwestern; other Parties incur during revenues to Licensee resulting from such suit for which such other Parties have received reimbursement from the Party bringing the suit. Any amounts obtained in excess of such amount for the infringement of UBC Controlled IP will a sublicense shall be divided between the Parties such that the Party bringing the suit receives [**] percent ([**]%), and the other two Parties will each receive [**] percent ([**]%). All Parties agree treated pursuant to be bound by the outcome of a suit for infringement under this SectionSection 5.6.

Infringement. Subject to Sections 7.4.4 9.1 In the event that LICENSEE learns of the substantial infringement of any Licensed Patent Rights under this Agreement, LICENSEE will promptly provide LICENSORS with notice and 7.4.5reasonable evidence of such infringement (“Infringement Notice”). During the period and in a jurisdiction where LICENSEE has exclusive rights under this Agreement, Alnylam shall within no party will notify a third party, including the Field infringer, of Use have the exclusive rightinfringement without first obtaining consent of the other parties, but which consent will not the obligationbe unreasonably withheld. All parties will use diligent efforts, in cooperation with each other, to initiate and maintain, at its expense, an appropriate suit anywhere in terminate such infringement without litigation. 9.2 If the world against any Third Party who at any time is suspected infringing activity of infringing or using without proper authorization all or any portion of UBC Controlled IP, and shall control any such action for which it exercises such right. Subject to Section 7.4.4, AlCana and UBC agree to cooperate with Alnylam in such action, and Alnylam shall reimburse AlCana and UBC for any reasonable costs such Parties incur as a result of cooperating with such action. Alnylam shall have the right to recover potential commercial significance has not been abated within [***] times its legal costs specifically relating to such infringement suit and any costs that AlCana or UBC incur during such following the effective date of the Infringement Notice, LICENSEE may institute suit for which they have received reimbursement from Alnylampatent infringement against the infringer. LICENSEE may not join REGENTS or UNIVERSITY OF VIENNA in a suit initiated by LICENSEE without LICENSORS’ respective prior written consent. If, from any amounts obtained from in a Third Party as a result suit initiated by LICENSEE, either or both LICENSORS are involuntarily joined other than by LICENSEE, LICENSEE will pay the costs incurred by LICENSORS arising out of such suit, including without limitationbut not limited to, any costs legal fees of counsel that AlCana or UBC incur during LICENSORS select and retain to represent them in the suit. If, within one hundred and eighty (180) days following the effective date of the Infringement Notice, the infringing activity of potential commercial significance has not been abated and if LICENSEE has not brought suit against the infringer, LICENSORS may institute suit for patent infringement against the infringer. If LICENSORS institute such suit, LICENSEE may not join such suit for which they have received reimbursement from Alnylam. Any amounts obtained in excess of such amount without LICENSORS’ consent and may not thereafter commence suit against the infringer for the acts of infringement that are the subject of UBC Controlled IP LICENSOR’S suit or any judgment rendered in that suit. 9.3 Any recovery or settlement received in connection with such suit will belong to the party that brings the suit. If such suit is brought jointly by LICENSORS and LICENSEE and the parties all participated, any recovery or settlement will be divided between allocated in the Parties such that Alnylam receives following order: a) equally to cover any unreimbursed litigation costs each incurred, and b) any remaining amount shared jointly by the parties in proportion to the share of expenses paid by each party, but in no event will the LICENSORS’ share be less than [**] percent ([**]%), and AlCana and UBC each receive [**] percent ([**]%)of such remaining amount to each LICENSOR if either one is or both LICENSORS are a party. 9.4 All parties will cooperate with each other in litigation instituted hereunder but at the expense of the party on account of whom suit is brought. In Such litigation will be controlled by the event party bringing the action, except that damages are awarded LICENSORS may be represented by counsel of its choice in any suit brought by LICENSEE. 9.5 Any agreement made by LICENSEE for the infringement purposes of multiple patents, some settling litigation or other dispute shall comply with the requirements of which are UBC Controlled IP and some Section 3.2 of which are not, the Parties shall agree on a reasonable allocation of the damages award to UBC Controlled IP and make the payments described above in accordance with such allocation. Each of AlCana and UBC may bring suit for infringement or unauthorized use of UBC Controlled IP in the Field of Use, at its own expense, if Alnylam elects not to commence suit under this Section within [**] days of notice of such alleged infringement from UBC or AlCana. If AlCana or UBC elects to bring suit in accordance with this Section, then Alnylam may thereafter join that suit at its own expense. The Party bringing the suit shall have the right to recover [**] times its legal costs specifically relating to such infringement suit and any costs that AlCana or UBC incur during such suit for which they have received reimbursement from Alnylam, from any amounts obtained from a Third Party as a result of such suit, including without limitation, any costs that the other Parties incur during such suit for which such other Parties have received reimbursement from the Party bringing the suit. Any amounts obtained in excess of such amount for the infringement of UBC Controlled IP will be divided between the Parties such that the Party bringing the suit receives [**] percent ([**]%), and the other two Parties will each receive [**] percent ([**]%). All Parties agree to be bound by the outcome of a suit for infringement under this SectionAgreement.

Infringement. Subject Section 5.1 Either Party shall promptly inform the other Party in writing of any alleged infringement of the any patent applicable to Sections 7.4.4 the Protector by a third party and 7.4.5shall provide the other Party with any available evidence thereof. Neither Party shall notify a third party of the infringement or alleged infringement of any patent applicable to the Protector without first consulting with the other Party. Both Parties shall use reasonable efforts and cooperation to terminate infringement without litigation, Alnylam but, notwithstanding the foregoing, in the event that either Party shall within determine that it is in its best business interest to commence or threaten to commence litigation against an infringing third-party, then the Field other Party shall cooperate fully in assisting in such litigation proceeding. Section 5.2 During the term of Use this License Agreement, Licensee shall have the exclusive first right, but not the obligation, to initiate and maintain, prosecute at its expenseown expense all infringements of any patent applicable to the Protector and, in furtherance of such right, the Licensor hereby agrees that Licensee may include the Licensor as a party plaintiff in any such suit, without expense to the Licensor provided, however, that such right to bring such an appropriate 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 anywhere in may be entered into without the world consent of the Licensor, which consent shall not unreasonably be withheld. Licensee shall indemnify the Licensor against any Third Party who order for costs that may be made against the Licensor in such proceedings. Section 5.3 If, within six (6) months after having been notified of any alleged infringement, Licensee shall have been unsuccessful in persuading the alleged infringer to desist and shall not have brought and shall not be diligently prosecuting an infringement action, or if Licensee shall notify the Licensor at any time is suspected prior thereto of infringing or using without proper authorization all or its intention not to bring suit against any portion of UBC Controlled IPalleged infringer then, and shall control any such action for which it exercises such right. Subject to Section 7.4.4in those events only, AlCana and UBC agree to cooperate with Alnylam in such action, and Alnylam shall reimburse AlCana and UBC for any reasonable costs such Parties incur as a result of cooperating with such action. Alnylam the Licensor shall have the right right, but shall not be obligated, to recover [**] times prosecute at its legal costs specifically relating own expense any infringement of any patent applicable to the Protector, and the Licensor may, for such purposes, use the name of Licensee as party plaintiff. Section 5.4 In any infringement suit as either Party may institute to enforce any patent rights applicable to the Protector pursuant to this License Agreement, the other Party hereto shall, at the request and any costs that AlCana or UBC incur during such suit for which they have received reimbursement from Alnylam, from any amounts obtained from a Third expense of the Party as a result of initiating such suit, including without limitationcooperate in all respects and, any costs that AlCana or UBC incur during such suit for which they to the extent possible, have received reimbursement from Alnylam. Any amounts obtained in excess of such amount for the infringement of UBC Controlled IP will be divided between the Parties such that Alnylam receives [**] percent ([**]%), and AlCana and UBC each receive [**] percent ([**]%). In the event that damages are awarded for the infringement of multiple patents, some of which are UBC Controlled IP and some of which are not, the Parties shall agree on a reasonable allocation of the damages award to UBC Controlled IP its employees testify when requested and make the payments described above in accordance with such allocation. Each of AlCana and UBC may bring suit for infringement or unauthorized use of UBC Controlled IP in the Field of Useavailable relevant records, at its own expensepapers, if Alnylam elects not to commence suit under this Section within [**] days of notice of such alleged infringement from UBC or AlCana. If AlCana or UBC elects to bring suit in accordance with this Sectioninformation, then Alnylam may thereafter join that suit at its own expense. The Party bringing the suit shall have the right to recover [**] times its legal costs specifically relating to such infringement suit and any costs that AlCana or UBC incur during such suit for which they have received reimbursement from Alnylamsamples, from any amounts obtained from a Third Party as a result of such suit, including without limitation, any costs that the other Parties incur during such suit for which such other Parties have received reimbursement from the Party bringing the suit. Any amounts obtained in excess of such amount for the infringement of UBC Controlled IP will be divided between the Parties such that the Party bringing the suit receives [**] percent ([**]%)specimens, and the other two Parties will each receive [**] percent ([**]%). All Parties agree to be bound by the outcome of a suit for infringement under this Sectionlike.

Infringement. Subject to Sections 7.4.4 10.3.1 DuPont and 7.4.5, Alnylam shall within the Field of Use have the exclusive right, but not the obligation, to initiate Rosetta agree that Rosetta will indemnify DuPont against and maintain, at its expense, an appropriate suit anywhere in the world against any Third Party who at any time is suspected of infringing or using without proper authorization all or any portion of UBC Controlled IP, and shall control any such action for which it exercises such right. Subject to Section 7.4.4, AlCana and UBC agree to cooperate with Alnylam in such action, and Alnylam shall reimburse AlCana and UBC for any reasonable costs such Parties incur as a result of cooperating with such action. Alnylam shall have the right to recover [**] times its legal costs specifically relating to such infringement suit and any costs that AlCana or UBC incur during such suit for which they have received reimbursement from Alnylam, from any amounts obtained from a Third Party as a result of such suit, including without limitation, any costs that AlCana or UBC incur during such suit for which they have received reimbursement from Alnylam. Any amounts obtained in excess of such amount for the infringement of UBC Controlled IP will be divided between the Parties such that Alnylam receives [**] percent ([**]%), and AlCana and UBC each receive [**] percent ([**]%). In the event that damages are awarded for the infringement of multiple patents, some of which are UBC Controlled IP and some of which are not, the Parties shall agree on a reasonable allocation of the damages award to UBC Controlled IP and make the payments described above in accordance with such allocation. Each of AlCana and UBC may bring suit for infringement or unauthorized use of UBC Controlled IP in the Field of Usedefend, at its own expense, if Alnylam elects all proceedings, suits, and claims against and/or affecting DuPont or any of its officers, directors, or employees alleging the infringement, breach or violation of any Intellectual Property Rights of any third party covering, or alleged to cover, the Software, in the form furnished or as subsequently modified by Rosetta. Rosetta agrees to defend any such proceeding, suit, or claim, and to pay all costs, fees, and expenses including, without limitation, all reasonable attorneys' fees and other costs, incurred by DuPont and its officers, directors, agents or employees in connection with the defense of any such proceeding, suit, or claim, provided that: (i) Rosetta will be given written notice of all claims of any such infringement or violation and of any suits or claims brought or threatened against DuPont; (ii) Rosetta will be given full authority to assume control of the defense thereof through its own counsel at its sole expense but will not compromise or settle any suits or claims without the express prior written consent of DuPont, provided that such consent will not be unreasonably withheld or delayed; (iii) DuPont will reasonably cooperate with Rosetta in the defense of such proceeding, suit, or claim at Rosetta's sole expense; and (iv) the total expense that Rosetta shall be obligated to commence suit bear and pay under this Section within 10.3.1 shall not exceed [**] days *], the amount of the Resolver-TM- Software license paid by DuPont. 10.3.2 DuPont will indemnify Rosetta against all liabilities and costs, including reasonable attorneys' fees, for defense and settlement of any and all claims against DuPont or Rosetta in the event an allegation of infringement or violation of Intellectual Property Rights of a third party is caused by (i) modification of the Software by DuPont, (ii) any infringement caused by DuPont's use or maintenance of the Software which conflicts with the terms and conditions of this Agreement, and (iii) DuPont's willful use of the Software after receipt of notice of such alleged infringement from UBC or AlCana. If AlCana or UBC elects to bring suit in accordance with this Section, then Alnylam may thereafter join that suit at its own expense. The Party bringing the suit shall have the right to recover [**] times its legal costs specifically relating to such infringement suit and any costs that AlCana or UBC incur during such suit for which they have received reimbursement from Alnylam, from any amounts obtained from a Third Party as a result of such suit, including without limitation, any costs that the other Parties incur during such suit for which such other Parties have received reimbursement from the Party bringing the suit. Any amounts obtained in excess of such amount for the infringement of UBC Controlled IP will be divided between the Parties such that the Party bringing the suit receives [**] percent ([**]%), and the other two Parties will each receive [**] percent ([**]%). All Parties agree to be bound by the outcome of a suit for infringement under this Sectioninfringement.

Infringement. Subject to Sections 7.4.4 and 7.4.5, Alnylam 22.1 Licensee shall within the Field of Use have the exclusive first right, but not the obligation, during the term of this Agreement to initiate and maintain, at its expense, commence an appropriate suit anywhere in action for infringement of the world Patents against any Third Party who 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 of Licensee’s intent to file such action. CASE shall have the right at any time is suspected its own expense to appear in such action by counsel of infringing or using without proper authorization all or any portion its own selection. If required by the jurisdictional laws of UBC Controlled IP, and shall control the forum that any such action for which it exercises be prosecuted in the name of the owner of the Patent, CASE shall voluntarily appear at Licensee’s expense; provided that if such right. Subject appearance subjects CASE to Section 7.4.4, AlCana and UBC agree to cooperate with Alnylam any unrelated action or claim of a Third Party or Licensee in such actionjurisdiction, and Alnylam shall reimburse AlCana and UBC for any reasonable costs such Parties incur as a result of cooperating with such action. Alnylam then CASE shall have the right to recover [**] times its legal costs specifically relating to decline such infringement suit appearance. Settlement of any action brought by Licensee shall require the consent of CASE (if rights under the Patents or past or future economic recovery upon such rights are affected) and Licensee, which neither shall unreasonably withhold from the other, and any costs that AlCana settlement amount or UBC incur during such suit recovery for which they have received reimbursement from Alnylamdamages shall be applied as follows: (i) first, from to reimburse the parties for their expenses in connection with the litigation; and (ii) second, CASE shall receive reasonable compensation for the time of any amounts obtained from a Third Party as a result of such suit, including without limitation, any costs that AlCana or UBC incur during such suit for which they have received reimbursement from Alnylam. Any amounts obtained CASE personnel (in excess of […***…] hours in aggregate) involved in the action at the request of Licensee; and (iii) third, CASE shall receive […***…] percent of any portion of any amount received from such amount action which was calculated on the basis of payment of a reasonable royalty to Licensee and […***…] percent of all other amounts received. For the avoidance of doubt the […***…] percent shall not be calculated on […***…]. 22.2 CASE shall have the right in its sole discretion during the term of this Agreement to commence an action for the infringement of UBC Controlled IP will be divided between the Parties Patents against any Third Party for any infringement occurring anywhere in the world, provided that, before commencing any such that Alnylam receives [**] percent ([**]%), and AlCana and UBC each receive [**] percent ([**]%). In the event that damages are awarded for the infringement of multiple patents, some of which are UBC Controlled IP and some of which are not, the Parties shall agree on a reasonable allocation of the damages award to UBC Controlled IP and make the payments described above in accordance with such allocation. Each of AlCana and UBC may bring suit for infringement or unauthorized use of UBC Controlled IP in action concerning products within the Field of Use, at its own expense, if Alnylam elects CASE shall provide Licensee not to commence suit under this Section within [**] days of less than thirty (30) days’ prior written notice of such alleged infringement from UBC or AlCana. If AlCana or UBC elects and of CASE’s intent to bring suit file such action and the option to commence an action for infringement of the Patents in its own name in accordance with this Section, then Alnylam may thereafter join that suit at its own expenseSection 22.1. The Party bringing the suit Licensee shall have the right at its own expense to recover appear in such CASE commenced 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 […***…] times its legal costs specifically relating and […***…]. 22.3 Notwithstanding the pendency of any infringement (or other) claim or action by or against Licensee, Licensee shall have no right to such infringement suit and any costs that AlCana terminate or UBC incur during such suit for which they have received reimbursement from Alnylam, from suspend (or escrow) payment of any amounts obtained from a Third Party as a result of such suit, including without limitation, any costs that the other Parties incur during such suit for which such other Parties have received reimbursement from the Party bringing the suit. Any amounts obtained in excess of such amount for the infringement of UBC Controlled IP will be divided between the Parties such that the Party bringing the suit receives [**] percent ([**]%), and the other two Parties will each receive [**] percent ([**]%). All Parties agree required to be bound by the outcome of a suit for infringement under paid to CASE pursuant to this SectionAgreement.

Infringement. Subject 9.1 Each Party agrees to Sections 7.4.4 provide prompt written notice to the other Party of any alleged infringement of the Patent Rights by a third party, and 7.4.5of any available evidence thereof, Alnylam of which it becomes aware. 9.2 During the Term of this Agreement, Licensee, to the extent permitted by law, shall within the Field of Use have the exclusive right, but shall not the obligationbe obligated, to initiate and maintain, prosecute at its expenseown expense all infringements of the Patent Rights and, an appropriate suit anywhere in the world against any Third Party who at any time is suspected furtherance of infringing or using without proper authorization all or any portion of UBC Controlled IP, and shall control any such action for which it exercises such right, Northwestern hereby agrees that Licensee may include Northwestern as a party plaintiff in such suit, without expense to Northwestern, provided, however, that such right to bring such infringement action shall remain in effect only for so long as the license granted herein remains exclusive. Subject Prior to Section 7.4.4, AlCana and UBC agree to cooperate with Alnylam in commencing any such action, Licensee shall consult with Northwestern and Alnylam shall reimburse AlCana consider the view of Northwestern regarding the advisability of the proposed action and UBC for any reasonable costs such Parties incur as a result its effect on the public interest. No settlement, consent judgment or other voluntary final disposition of cooperating with such actionthe suit may be entered into without the prior written consent of Northwestern, which shall not be unreasonably withheld. Alnylam shall If it is determined that Licensee does not have the right to recover prosecute an infringement of the Patent Rights, and Licensee notifies Northwestern of its desire to have such infringement action pursued, Northwestern agrees to prosecute such infringement of the Patent Rights on Licensee’s behalf and at Licensee’s sole expense, and Northwestern shall consult with Licensee on any such infringement action. Licensee shall indemnify Northwestern against any order for costs that may be made against Northwestern in any such proceedings. Any recovery resulting from an action brought by Licensee shall be distributed as follows: (a) each Party shall be reimbursed for any expenses it incurred in the action; (b) as to ordinary damages for past infringement, Licensee shall receive an amount equal to either (i) its lost profits, (ii) a reasonable royalty on the infringing sales, or (iii) whatever alternative measure of such damages the court shall have applied, and such amount shall be treated as Net Sales for the purpose of calculating running royalties under Section 5.3(b). 9.3 If [***] times after having become aware of any alleged infringement Licensee has been unsuccessful in persuading the alleged infringer to desist and either has not brought or is not diligently prosecuting an infringement action, or if Licensee shall notify Northwestern at any time of its legal costs specifically relating intention not to bring suit against any alleged infringer, then Northwestern shall have the right, at its sole discretion, to prosecute such infringement suit of the Patent Rights under its sole control and any costs that AlCana or UBC incur during such suit for which they have received reimbursement from Alnylam, from any amounts obtained from a Third Party as a result of such suit, including without limitation, any costs that AlCana or UBC incur during such suit for which they have received reimbursement from Alnylam. Any amounts obtained in excess of such amount for the infringement of UBC Controlled IP will be divided between the Parties such that Alnylam receives [**] percent ([**]%), and AlCana and UBC each receive [**] percent ([**]%)at its sole expense. In the event that damages are awarded for the Northwestern elects to prosecute an infringement of multiple patentsany Patent Rights as set forth in this Section 9.3, some then (a) Northwestern shall keep any recovery or damages for past infringement derived therefrom, and (b) Licensee shall not offer to sublicense the infringed Patent Rights to the alleged infringer without Northwestern’s written consent. 9.4 In the event that a declaratory judgment action alleging invalidity, unenforceability, or noninfringement of which are UBC Controlled IP and some of which are not, the Parties shall agree on a reasonable allocation any of the damages award to UBC Controlled IP and make the payments described above in accordance with such allocation. Each of AlCana and UBC may bring suit for infringement Patent Rights shall be brought against Northwestern or unauthorized use of UBC Controlled IP in the Field of UseLicensee, Northwestern, at its own expenseoption, if Alnylam elects not to commence suit under this Section shall have the right, within [***] days of after it receives notice of the commencement of such alleged infringement from UBC or AlCana. If AlCana or UBC elects action, to bring suit in accordance with this Section, then Alnylam may thereafter join that suit intervene and take over the sole defense of the action (but only to the extent of the Patent Rights) at its own expense. The If Northwestern does not exercise this right, Licensee may take over the sole defense of the action at Licensee’s sole expense. No settlement, consent judgment or other voluntary final disposition of the action may be entered into without the prior written consent of Northwestern, which shall not be unreasonably withheld. 9.5 In any infringement suit that either Party bringing may institute to enforce the suit Patent Rights pursuant to this Agreement and in any declaratory judgment action that one Party is defending, the other Party hereto shall, at the request and expense of the Party initiating or defending such suit, cooperate in all reasonable respects (including joining as a party if required by law) and, to the extent possible, have its employees testify when requested and make available relevant records, papers, information, samples, specimens, and the like. 9.6 For so long as the license granted herein remains exclusive during the Term of this Agreement, Licensee shall have the sole right to recover [**] times its legal costs specifically sublicense any alleged infringer for future use of the Patent Rights in accordance with the terms and conditions of this Agreement relating to sublicenses, provided, however, as set forth in Section 9.3 above for any alleged infringer against whom Northwestern is pursuing an infringement action, Licensee shall not offer to sublicense the infringed Patent Rights to such infringement suit and any costs that AlCana or UBC incur during such suit for which they have received reimbursement from Alnylam, from any amounts obtained from a Third Party alleged infringer without Northwestern’s written consent. Any upfront fees as a result part of such suit, including without limitation, any costs that the a sublicense shall be shared equally between Licensee and Northwestern (such upfront payments will not also be subject to payments to Northwestern under Section 5.4 in addition to this equal sharing); other Parties incur during revenues to Licensee resulting from such suit for which such other Parties have received reimbursement from the Party bringing the suit. Any amounts obtained in excess of such amount for the infringement of UBC Controlled IP will a sublicense shall be divided between the Parties such that the Party bringing the suit receives [**] percent ([**]%), treated pursuant to Sections 5.3 and the other two Parties will each receive [**] percent ([**]%). All Parties agree to be bound by the outcome of a suit for infringement under this Section5.4.

Infringement. Subject to Sections 7.4.4 and 7.4.5, Alnylam 6.1 PALOMAR shall within the Field of Use have the exclusive right, but not the obligation, to initiate protect the PATENT RIGHTS from infringement in the LICENSE FIELD and maintainprosecute infringers, in each case whether such infringement occurred or is alleged to have occurred before or after the EFFECTIVE DATE, at its PALOMAR’s expense, an appropriate suit anywhere . PALOMAR may initiate legal proceedings against the infringer in GENERAL’s name if so required by law. 6.2 Prior to initiating any action against a third party for infringement of a VALID CLAIM of a PATENT RIGHT in the world against LICENSE FIELD which is exclusively licensed to PALOMAR under Paragraph 2.1(a), PALOMAR shall provide GENERAL at least thirty (30) days prior written notice of PALOMAR’s intent to initiate such infringement action, which notice shall describe in reasonable detail such alleged infringing activity, and PALOMAR shall consider in good faith any Third Party who at any time is suspected comments and/or concerns provided by GENERAL. 6.3 No settlement, consent judgment or other voluntary final disposition of infringing the suit which invalidates or using restricts the claims of such PATENT RIGHTS may be entered into by PALOMAR without proper authorization all or any portion the consent of UBC Controlled IPGENERAL, which consent shall not be unreasonably withheld, and shall control not be withheld unless GENERAL assumes responsibility for future expenses in litigation. PALOMAR shall indemnify GENERAL against any order for payment that may be made against GENERAL in such action for which it exercises such right. Subject proceedings. 6.4 In the event PALOMAR shall initiate or carry on legal proceedings to Section 7.4.4enforce any PATENT RIGHT in the LICENSE FIELD against any alleged infringer, AlCana and UBC agree to GENERAL shall fully cooperate with Alnylam and supply all assistance reasonably requested by PALOMAR. PALOMAR shall have sole control of that suit and shall bear the reasonable expenses (excluding legal fees) incurred by GENERAL in providing such assistance and cooperation as is requested pursuant to this Article 6. PALOMAR shall keep GENERAL informed of the progress of such proceedings and GENERAL shall be entitled to counsel in such actionproceedings but at GENERAL’s own expense. Any award paid by third parties as the result of such proceedings (whether by way of settlement or otherwise) shall first be applied to reimbursement of the unreimbursed legal fees and expenses incurred by either party, and Alnylam then the remainder shall reimburse AlCana and UBC for any reasonable costs such Parties incur be divided between the parties as follows: (i) If the amount is based on lost profits, PALOMAR shall receive an amount equal to the damages the court determines PALOMAR has suffered as a result of cooperating with such action. Alnylam shall the infringement less the amount of any royalties that would have the right to recover [**] times its legal costs specifically relating to such infringement suit and any costs that AlCana or UBC incur during such suit for which they have received reimbursement from Alnylam, from any amounts obtained from a Third Party been due GENERAL on sales of PRODUCT lost by PALOMAR as a result of the infringement had PALOMAR made such suitsales; and (ii) GENERAL shall receive an amount equal to the royalties it would have received if such sales had been made by PALOMAR; or (b) As to awards other than those based on lost profits, seventy-five percent (75%) to PALOMAR and twenty-five percent (25%) to GENERAL. 6.5 For the purpose of the proceedings referred to in this Article 6, GENERAL shall permit the use of its name and shall execute such documents and carry out such other acts as may be necessary, including without limitation, limitation joining (at PALOMAR’s reasonable expense) any costs that AlCana or UBC incur during such suit for which they have received reimbursement from Alnylam. Any amounts obtained in excess of such amount for the infringement of UBC Controlled IP will be divided between the Parties such that Alnylam receives [**] percent ([**]%), and AlCana and UBC each receive [**] percent ([**]%). In the event that damages are awarded for the infringement of multiple patents, some of which are UBC Controlled IP and some of which are not, the Parties shall agree on a reasonable allocation of the damages award to UBC Controlled IP and make the payments described above action instituted by PALOMAR in accordance with this Article 6 if reasonably requested by PALOMAR or required by applicable law. PALOMAR shall keep GENERAL informed of the progress of such allocation. Each of AlCana proceedings and UBC may bring suit for infringement or unauthorized use of UBC Controlled IP GENERAL shall be entitled to counsel in the Field of Use, such proceedings but at its own expense, if Alnylam elects not said expenses to commence suit under this Section within [**] days of notice of such alleged infringement from UBC or AlCana. If AlCana or UBC elects to bring suit be off-set against any damages received by PALOMAR in accordance with this Section, then Alnylam may thereafter join that suit at its own expense. The Party bringing the suit shall have the right to recover [**] times its legal costs specifically relating to such infringement suit and any costs that AlCana or UBC incur during such suit for which they have received reimbursement from Alnylam, from any amounts obtained from a Third Party as a result of such suit, including without limitation, any costs that the other Parties incur during such suit for which such other Parties have received reimbursement from the Party bringing the suit. Any amounts obtained in excess of such amount for the infringement of UBC Controlled IP will be divided between the Parties such that the Party bringing the suit receives [**] percent ([**]%), and the other two Parties will each receive [**] percent ([**]%). All Parties agree to be bound by the outcome of a suit for infringement under this Sectionforegoing Paragraph 6.4.

Infringement. Subject to Sections 7.4.4 and 7.4.59.1 If the production, Alnylam sale or use of LICENSED PRODUCTS under this LICENSE AGREEMENT by LICENSEE results in any third party claim for patent infringement against LICENSEE, LICENSEE shall within promptly notify the Field UNIVERSITY thereof in writing, setting forth the facts of Use such claim in reasonable detail. LICENSEE shall have the exclusive sole right, in its discretion and at its own expense, to defend and control the defense and settlement of any such claim against LICENSEE, by counsel of its own choice. UNIVERSITY agrees to cooperate with LICENSEE in any reasonable manner deemed by LICENSEE to be necessary in defending any such action. LICENSEE shall reimburse UNIVERSITY for any reasonable out of pocket expenses incurred in providing such assistance. 9.2 In the event that any PATENT RIGHTS licensed to LICENSEE are infringed by a third party, LICENSEE shall have the first right, but not the obligation, to initiate institute, prosecute and maintaincontrol (including as to the settlement thereof) any action or proceeding with respect to such infringement, at by counsel of its expensechoice, an appropriate suit anywhere including any declaratory judgment action arising from such infringement. UNIVERSITY agrees to cooperate with LICENSEE in any reasonable manner deemed by LICENSEE to be necessary in instituting any such action, including the world against any Third Party who at any time is suspected of infringing or using without proper authorization all or any portion of UBC Controlled IP, and shall control UNIVERSITY joining any such action for which it exercises such right. Subject to Section 7.4.4, AlCana and UBC agree to cooperate with Alnylam as a party if applicable law or court rules provide that a court would lack jurisdiction based on UNIVERSITY’s absence as a party in such action. It is understood that any settlement, and Alnylam shall reimburse AlCana and UBC for any reasonable costs consent judgment or other voluntary disposition of such Parties incur as a result actions that would materially adversely affect the PATENT RIGHTS must be approved by UNIVERSITY, such approval not to be unreasonably withheld, conditioned or delayed. If LICENSEE recovers monetary damages in the form of cooperating with such action. Alnylam shall have the right to recover [**] times its legal costs specifically relating to such infringement suit and any costs that AlCana or UBC incur during such suit for which they have received reimbursement from Alnylam, from any amounts obtained lost profits from a Third Party as third party infringer, then LICENSEE shall pay to UNIVERSITY the owed royalties on the recovered profits. If LICENSEE recovers monetary damages in the form of a result of such suitreasonable royalty, including without limitation, any costs that AlCana or UBC incur during such suit for which they have received reimbursement from Alnylam. Any amounts obtained in excess of such amount for the infringement of UBC Controlled IP will be divided between the Parties such that Alnylam receives then LICENSEE shall remit to UNIVERSITY [**] percent ([**]%), and AlCana and UBC each receive [**] percent ([**]%). In the event that damages are awarded for the infringement of multiple patents, some of which are UBC Controlled IP and some of which are not, the Parties shall agree on a reasonable allocation ) of the damages award to UBC Controlled IP and make the payments described above in accordance with such allocation. Each of AlCana and UBC may bring suit for infringement or unauthorized use of UBC Controlled IP in the Field of Use, at its own expense, if Alnylam reasonable royalty awarded. 9.3 If LICENSEE elects not to commence suit under this Section enforce any patent within the PATENT RIGHTS, then LICENSEE shall notify UNIVERSITY in writing within [**] days of receiving notice of such alleged that an infringement from UBC or AlCanaexists. If AlCana or UBC elects to bring suit in accordance with this SectionUNIVERSITY may then, then Alnylam may thereafter join that suit at its own expense. The Party bringing expense and control, take steps to defend or enforce any patent within the suit PATENT RIGHTS and recover, for its own account, any damages, awards or settlements resulting therefrom, provided, that UNIVERSITY shall have the right to recover [**] times its legal costs specifically first reimburse LICENSEE for any reasonable expenses and attorneys’ fees incurred by LICENSEE relating to such infringement suit and any costs that AlCana or UBC incur during such suit for which they have received reimbursement from Alnylam, from any amounts obtained from a Third Party as a result of such suit, including without limitation, any costs that the other Parties incur during such suit for which such other Parties have received reimbursement from the Party bringing the suit. Any amounts obtained in excess of such amount for . 9.4 Notwithstanding the infringement of UBC Controlled IP will be divided between the Parties such that the Party bringing the suit receives [**] percent ([**]%)foregoing, and in UNIVERSITY’s sole discretion and expense, UNIVERSITY shall be entitled to participate through counsel of its own choosing in any legal action involving the other two Parties will each receive [**] percent ([**]%)INVENTION and PATENT RIGHTS. All Parties agree to Nothing in the foregoing sections shall be bound by construed in any way which would limit the outcome authority of a suit for infringement under this Sectionthe Attorney General of North Carolina.

Infringement. Subject (a) TMC and Biogen shall each promptly inform the other in writing of any infringement of the Biogen Patent Rights of which such party has notice and provide the other with any available evidence of infringement. (b) In the event TMC, alone or with an Affiliate or Sublicensee, wishes to Sections 7.4.4 and 7.4.5take action in a suit to enforce any Biogen Patent Rights against infringement, Alnylam shall within the Field of Use have the exclusive right, but not the obligation, to initiate and maintainTMC may take action and, at its option and expense, join Biogen as a plaintiff. In determining whether to bring an appropriate suit anywhere action to enforce any Biogen Patent Rights, TMC shall act in a commercially reasonable manner, giving due consideration to the world against threat represented by the infringement and the potential risk to the Biogen Patent Rights involved. If within six (6) months after having been notified by Biogen of any Third Party who alleged infringement or providing notice to Biogen of an alleged infringement, TMC has been unsuccessful in persuading the alleged infringer to desist and has not brought, and/or is not diligently prosecuting an infringement action, or if TMC notifies Biogen at any time is suspected prior thereto of infringing its intention not to bring suit against any alleged infringer, Biogen may take action and, at its option, join TMC as a plaintiff in any suit. (c) The party which institutes any suit to protect or using without proper authorization all or any portion enforce a Biogen Patent Right shall have sole control of UBC Controlled IP, that suit and shall control bear the reasonable expenses of the other party, not including legal fees incurred by the other party, in providing any assistance and cooperation as is requested pursuant to this Section. The party initiating or carrying on such action for which it exercises legal proceedings shall keep the other party informed of the progress of such right. Subject proceedings and such other party shall be entitled to Section 7.4.4, AlCana and UBC agree to cooperate with Alnylam counsel in such actionproceedings but at its own expense. (d) Any award paid by third parties (whether by way of settlement or otherwise) as the result of any proceedings initiated by TMC under this Section 7 shall first be applied to reimbursement of the unreimbursed legal fees and expenses incurred by either party and then the remainder shall be divided between the parties as follows: (i) If the amount is based on lost profits, and Alnylam (x) TMC shall reimburse AlCana and UBC for any reasonable costs such Parties incur receive an amount equal to the damages the court determines it has suffered as a result of cooperating with such action. Alnylam shall the infringement, less the amount of any royalties (and/or payments on Sublicense Royalty Income) that would have the right been due to recover [**] times Biogen on sales of Product lost by TMC and/or its legal costs specifically relating to such infringement suit Affiliates, Distributors and any costs that AlCana or UBC incur during such suit for which they have received reimbursement from Alnylam, from any amounts obtained from a Third Party Sublicensees as a result of the infringement had they made such suit, including without limitation, any costs sales; and (y) Biogen shall receive an amount equal to the royalties (and/or payments on Sublicense Royalty Income) that AlCana or UBC incur during such suit for which they it would have received if such sales had been made by TMC and/or its Affiliates, Distributors and Sublicensees; and (ii) As to awards other than those based on lost profits, 3/4 to TMC and 1/4 to Biogen. (e) Any award paid by third parties (whether by way of settlement or otherwise) as the result of any proceedings initiated by Biogen under this Section 7 shall first be applied to reimbursement from Alnylam. Any amounts obtained in excess of such amount for the infringement of UBC Controlled IP will unreimbursed legal fees and expenses incurred by either party and then shall be divided between the Parties such that Alnylam receives [**] percent ([**]%)parties, 1/4 to TMC and AlCana and UBC each receive [**] percent ([**]%). In the event that damages are awarded for the infringement of multiple patents, some of which are UBC Controlled IP and some of which are not, the Parties shall agree on a reasonable allocation of the damages award 3/4 to UBC Controlled IP and make the payments described above in accordance with such allocation. Each of AlCana and UBC may bring suit for infringement or unauthorized use of UBC Controlled IP in the Field of Use, at its own expense, if Alnylam elects not to commence suit under this Section within [**] days of notice of such alleged infringement from UBC or AlCana. If AlCana or UBC elects to bring suit in accordance with this Section, then Alnylam may thereafter join that suit at its own expense. The Party bringing the suit shall have the right to recover [**] times its legal costs specifically relating to such infringement suit and any costs that AlCana or UBC incur during such suit for which they have received reimbursement from Alnylam, from any amounts obtained from a Third Party as a result of such suit, including without limitation, any costs that the other Parties incur during such suit for which such other Parties have received reimbursement from the Party bringing the suit. Any amounts obtained in excess of such amount for the infringement of UBC Controlled IP will be divided between the Parties such that the Party bringing the suit receives [**] percent ([**]%), and the other two Parties will each receive [**] percent ([**]%). All Parties agree to be bound by the outcome of a suit for infringement under this SectionBiogen.

Infringement. Subject to Sections 7.4.4 8.1. METASYN shall inform GENERAL promptly in writing of any alleged infringement of PATENT RIGHTS by a third party of which it shall have knowledge and 7.4.5, Alnylam provide any available evidence of infringement. 8.2. GENERAL shall within the Field of Use have the exclusive right, but shall not the obligationbe obligated, to initiate and maintain, prosecute at its expense, an appropriate suit anywhere in the world against any Third Party who at any time is suspected of infringing or using without proper authorization all or any portion of UBC Controlled IP, and shall control own expense any such action for which it exercises infringements of PATENT RIGHTS and, in furtherance of such right. Subject to Section 7.4.4rights, AlCana and UBC agree to cooperate with Alnylam in such action, and Alnylam shall reimburse AlCana and UBC for any reasonable costs such Parties incur METASYN hereby agrees that GENERAL may join METASYN as a result party plaintiff in any such suit, without expense to METASYN. The total cost of cooperating any such infringement action commenced or defended solely by GENERAL shall be borne by GENERAL. No settlement, consent judgment or other voluntary final disposition of the suit may be entered into without the consent of METASYN which consent shall not unreasonably be withheld. Any recovery or damages for past infringement derived from such action shall first be used to reimburse GENERAL for all expenses and legal fees connected with such action. Alnylam GENERAL shall then keep any recovery or damages equal to the amount of royalties not received by GENERAL. Any recovery or damages then remaining shall be used to compensate METASYN for its lost profits or a reasonable royalty on the sales of the infringer, whichever measure of damages the court shall have applied. In the right event the damages remaining after the deductions of expenses and legal fees are not sufficient to recover [cover the allocations to both GENERAL and METASYN set forth in the preceding two sentences, the remaining damages will be allocated between GENERAL and METASYN on a pro rata basis. In the event recovery or damages still remain after the above-mentioned allocations the remainder shall be divided as follows: [ ]* to GENERAL and the remaining [ ]* to METASYN. 8.3. If within six months after having been notified of any alleged infringement GENERAL shall have been unsuccessful in causing the alleged infringer to desist and shall **] times Confidential information omitted and filed with the Commission. not have brought or shall not be diligently prosecuting an infringement action, or if GENERAL shall notify METASYN at any time prior thereto of its legal costs specifically relating intention not to bring suit against any alleged infringer, then, in those events only, METASYN may, for such infringement purposes, use the name of GENERAL as party plaintiff, and GENERAL shall cooperate with METASYN in such action at METASYN's expense. No settlement, consent judgment or other voluntary final disposition of the suit and any costs that AlCana which invalidates or UBC incur during such suit for which they have received reimbursement from Alnylam, from any amounts obtained from a Third Party as a result restricts the claims of such suitPATENT RIGHTS may be entered into without the consent of GENERAL, including without limitation, which consent shall not be unreasonably withheld. METASYN shall indemnify GENERAL against any costs order for payment that AlCana or UBC incur during may be made against GENERAL in such suit for which they have received reimbursement from Alnylam. Any amounts obtained in excess of such amount for the infringement of UBC Controlled IP will be divided between the Parties such that Alnylam receives [**] percent ([**]%), and AlCana and UBC each receive [**] percent ([**]%)proceedings. 8.4. In the event that damages are awarded any action is brought against METASYN for the infringement of multiple patentsany patent or for wrongful use of any proprietary information of any third party arising out of METASYN's exercise of any PATENT RIGHTS licensed under this Agreement, some GENERAL agrees to cooperate with METASYN, at METASYN's expense, in connection with METASYN's defense of which such action. 8.5. In the event that METASYN shall undertake the enforcement and/or defense of the PATENT RIGHTS by litigation, METASYN may withhold up to [ ]* of the royalties and sublicense revenues otherwise due GENERAL hereunder (after any reduction pursuant to Paragraph 5.4) after notification of infringement and apply the same toward reimbursement of its expenses, including reasonable attorneys' fees, in connection therewith. In order for such royalties to be continued to be withheld, METASYN must continuously and diligently pursue such enforcement and/or defense. GENERAL may retain counsel at its expense to represent it in such suit. Any recovery of damages by METASYN for any such suit shall be applied first in satisfaction of any unreimbursed expenses and legal fees of METASYN and then the expenses and legal fees of GENERAL, if any, relating to the suit. Next the remaining damages shall be applied toward compensation for METASYN's lost profits or a reasonable royalty on the sales of the infringer, whichever measure of damages the court shall have applied, and the reimbursement to GENERAL of royalties withheld by METASYN pursuant to this Paragraph 7.5 and royalties not received by GENERAL from sales by the infringer. In the event damages remaining after the deduction of any unreimbursed expenses and legal fees of METASYN or GENERAL relating to the suit are UBC Controlled IP not sufficient to cover the allocations to METASYN and some of which are notGENERAL set forth in the preceding sentence, the Parties damages remaining after reimbursement of expenses and legal fees shall agree be allocated to METASYN and GENERAL on a reasonable allocation pro rata basis. Any damages or recovery remaining after the allocations to METASYN and GENERAL of lost profits or unrecovered royalties as previously set forth shall be divided as follows: [ ]* to METASYN and [ ]* to GENERAL. 8.6. In the event that a declaratory judgment action alleging invalidity or non-infringement of any of the damages award PATENT RIGHTS shall be brought against METASYN, GENERAL as its option, shall have the right, within thirty (30) days after commencement of such action to UBC Controlled IP intervene and make take over the payments described above in accordance with such allocation. Each sole defense of AlCana and UBC may bring suit for infringement or unauthorized use of UBC Controlled IP in the Field of Use, action at its own expense. 8.7. In the event one party undertakes the enforcement and/or defense of any PATENT RIGHTS hereunder, if Alnylam elects not the other party shall use reasonable efforts to commence suit under this Section within [fully cooperate with and shall supply all assistance reasonably requested by the party initiating or carrying **] days of notice of Confidential information omitted and filed with the Commission. out such alleged infringement from UBC or AlCana. If AlCana or UBC elects to bring suit in accordance with this Section, then Alnylam may thereafter join that suit at its own expenseproceedings. The Party bringing the suit party that institutes any proceeding to enforce or defend PATENT RIGHTS shall have sole control of that proceeding and shall bear the right reasonable expenses incurred by said other party in providing such assistance and cooperation as is requested pursuant to recover [**] times its legal costs specifically relating to such infringement suit and any costs that AlCana or UBC incur during such suit for which they have received reimbursement from Alnylam, from any amounts obtained from a Third Party as a result of such suit, including without limitation, any costs that the other Parties incur during such suit for which such other Parties have received reimbursement from the Party bringing the suit. Any amounts obtained in excess of such amount for the infringement of UBC Controlled IP will be divided between the Parties such that the Party bringing the suit receives [**] percent ([**]%), and the other two Parties will each receive [**] percent ([**]%). All Parties agree to be bound by the outcome of a suit for infringement under this Section.

Infringement. Subject to Sections 7.4.4 and 7.4.5, Alnylam Company shall within the Field of Use have the exclusive first right, but not the obligation, to initiate and maintain, at its expense, an appropriate suit anywhere enforce any patent within the PATENT RIGHTS against any infringement or alleged infringement thereof in the world against any Third Party who at any time is suspected of infringing or using without proper authorization all or any portion of UBC Controlled IPLICENSED FIELD, and shall control at all times keep JHU informed as to the status thereof. Before Company commences an action with respect to any such action for which it exercises such right. Subject to Section 7.4.4, AlCana and UBC agree to cooperate with Alnylam in such action, and Alnylam shall reimburse AlCana and UBC for any reasonable costs such Parties incur as a result of cooperating with such action. Alnylam shall have the right to recover [**] times its legal costs specifically relating to such infringement suit and any costs that AlCana or UBC incur during such suit for which they have received reimbursement from Alnylam, from any amounts obtained from a Third Party as a result of such suit, including without limitation, any costs that AlCana or UBC incur during such suit for which they have received reimbursement from Alnylam. Any amounts obtained in excess of such amount for the infringement of UBC Controlled IP will be divided between the Parties such that Alnylam receives [**] percent ([**]%), and AlCana and UBC each receive [**] percent ([**]%). In the event that damages are awarded for the infringement of multiple patents, some Company shall give careful consideration to the views of which are UBC Controlled IP JHU and some of which are notto potential effects on the public interest in making its decision whether or not to ▇▇▇. Thereafter, the Parties shall agree on a reasonable allocation of the damages award to UBC Controlled IP and make the payments described above in accordance with such allocation. Each of AlCana and UBC may bring suit for infringement or unauthorized use of UBC Controlled IP in the Field of UseCompany may, at its own expense, institute suit against any such infringer or alleged infringer and control and defend such suit in a manner consistent with the terms and provisions hereof and recover any damages, awards or settlements resulting therefrom, subject to Paragraph 4.5. However, no settlement, consent judgment or other voluntary final disposition of the suit may be entered into without the prior written consent of JHU, which consent shall not be unreasonably withheld unless such settlement amounts to a permitted sublicense hereunder. This right to ▇▇▇ for infringement shall not be used in an arbitrary or capricious manner. JHU shall reasonably cooperate in any such litigation (including, without limitation, joining such action as a party plaintiff if Alnylam necessary or desirable for initiation or continuation of such action) at Company’s expense for JHU’s out-of-pocket expenses. If Company elects not to commence suit under this Section enforce any patent within [**] days of notice of such alleged infringement from UBC or AlCana. If AlCana or UBC elects to bring suit in accordance with this Sectionthe PATENT RIGHTS, then Alnylam may thereafter join it shall so notify JHU in writing within six (6) months of receiving notice that suit an infringement exists, and if such infringement is commercially material, JHU may, in its sole judgment and at its own expense. The Party bringing the suit shall have the right , take steps to recover [**] times its legal costs specifically relating to such infringement suit enforce any patent and any costs that AlCana or UBC incur during control, settle, and defend such suit for which they have received reimbursement from Alnylam, from any amounts obtained from in a Third Party as a result of such suit, including without limitation, any costs that manner consistent with the other Parties incur during such suit for which such other Parties have received reimbursement from the Party bringing the suit. Any amounts obtained in excess of such amount for the infringement of UBC Controlled IP will be divided between the Parties such that the Party bringing the suit receives [**] percent ([**]%), terms and the other two Parties will each receive [**] percent ([**]%). All Parties agree to be bound by the outcome of a suit for infringement under this Sectionprovisions hereof.

Infringement. Subject to Sections 7.4.4 8.1 ALIMERA shall promptly notify EMORY, and 7.4.5EMORY shall promptly notify ALIMERA, Alnylam shall within of any suspected infringement of any Licensed Patents in the Licensed Field of Use Use. During the term of this Agreement, EMORY and ALIMERA shall have the exclusive right to institute an action for infringement of the Licensed Patents against a third party in accordance with the following: [*] shall have the first right, but not the obligation, to initiate and maintain, at its expense, an appropriate suit anywhere enforce any Licensed Patents in the world Licensed Field of Use against any Third Party who at any time is suspected such infringement, including without limitation by initiation of infringing proceedings, settlement or using without proper authorization all or any portion of UBC Controlled IPcompromise, and shall control bear the entire cost of such action, including defending any counterclaims brought against [*] and paying any judgments rendered against [*]. To the extent [*] takes any such action for which it exercises such right. Subject to Section 7.4.4action, AlCana and UBC agree to cooperate with Alnylam in [*] shall control such action, and Alnylam [*] may, upon prior written notice to [*], enter into settlements, stipulated judgments or other arrangements with respect to such infringement; provided that if such proposed settlement, stipulated judgment or other arrangement adversely affects [*] interests and/or adversely affects a field of use other than the Licensed Field of Use, [*] shall reimburse AlCana not enter into such settlement, stipulated judgment or other arrangement without [*] prior written consent, such consent not to be unreasonably withheld or delayed. The parties acknowledge that it may be reasonable for [*] to [*] * Certain information has been omitted and UBC for any filed separately with the Commission. Confidential treatment has been requested with respect to the omitted portions. [*]. [*] shall cooperate with [*] in such effort, at [*] reasonable costs such Parties incur expense, including being joined as a party to such action, if necessary. Any recovery or settlement received as the result of cooperating with such action (whether for punitive or exemplary damages, or any other recovery or settlement received, including compensatory damages or damages based on a loss of revenues (hereinafter referred to as “Recovery”)), shall first be used to reimburse the documented out-of-pocket costs and expenses incurred by ALIMERA and EMORY in pursuing such action, and to the extent any portion of the balance of the Recovery represents [*] damages directly related to the Licensed Field of Use, for example, [*], such portion shall be deemed to be [*], and ALIMERA shall pay to EMORY an amount representing [*]. Alnylam Any remaining amounts of such Recovery that represents, for example, [*] damages (such as [*] or [*] damages) shall be paid [*] to ALIMERA and [*] EMORY. If [*] shall fail, within [*] after receiving notice from [*] of a potential infringement in the Licensed Field of Use, or providing [*] with notice of such infringement, to either (i) terminate such infringement or (ii) institute an action to prevent continuation thereof and thereafter to prosecute such action diligently or (iii) obtain [*] consent not to institute an action to prevent continuation thereof, or if [*] notifies [*] that it does not plan to terminate the infringement or institute such action, then [*] shall have the right to recover [**] times its legal costs specifically relating to such infringement suit and any costs that AlCana or UBC incur during such suit for which they have received reimbursement from Alnylam, from any amounts obtained from a Third Party as a result of such suit, including without limitation, any costs that AlCana or UBC incur during such suit for which they have received reimbursement from Alnylam. Any amounts obtained in excess of such amount for the infringement of UBC Controlled IP will be divided between the Parties such that Alnylam receives [**] percent ([**]%), and AlCana and UBC each receive [**] percent ([**]%). In the event that damages are awarded for the infringement of multiple patents, some of which are UBC Controlled IP and some of which are not, the Parties shall agree on a reasonable allocation of the damages award to UBC Controlled IP and make the payments described above in accordance with such allocation. Each of AlCana and UBC may bring suit for infringement or unauthorized use of UBC Controlled IP in the Field of Use, at its own expense, if Alnylam elects not to commence suit under this Section within [**] days of notice of such alleged infringement from UBC or AlCana. If AlCana or UBC elects to bring suit in accordance with this Section, then Alnylam may thereafter join that suit do so at its own expense. The Party bringing the suit shall have the right to recover [*] shall cooperate with [*] times its legal costs specifically relating in such effort, at [*] reasonable expense, including being joined as a party to such infringement action if necessary. [*]. 8.2 Should either EMORY or ALIMERA commence a suit under the provisions of this Article 8 and any costs that AlCana or UBC incur during thereafter elect to abandon such suit for which they have received reimbursement from Alnylamsuit, from any amounts obtained from a Third Party as a result the abandoning party shall give timely notice to the other party who may, if it so desires, continue prosecution of such suit, including without limitation, any costs provided that the other Parties incur during sharing of expenses and any recovery in such suit for which such other Parties have received reimbursement from the Party bringing the suit. Any amounts obtained in excess of such amount for the infringement of UBC Controlled IP will shall be divided as agreed upon between the Parties such that the Party bringing the suit receives [**] percent ([**]%), EMORY and the other two Parties will each receive [**] percent ([**]%). All Parties agree to be bound by the outcome of a suit for infringement under this SectionALIMERA.

Infringement. Subject 7.1 LICENSEE shall inform M.I.T. promptly in writing of any alleged infringement of the INTELLECTUAL PROPERTY RIGHTS by a third party of which it becomes aware and of any available evidence thereof. M.I.T. shall inform LICENSEE promptly in writing of any alleged infringement of the INTELLECTUAL PROPERTY RIGHTS by a third party of which it becomes aware and of any available evidence thereof. Within ten (10) business days of such notice the parties shall confer to Sections 7.4.4 and 7.4.5determine how best to proceed. 7.2 During the term of this Agreement, Alnylam M.I.T. shall within the Field of Use have the exclusive right, but shall not the obligationbe obligated, to initiate and maintain, prosecute at its expenseown expense all infringements of the INTELLECTUAL PROPERTY RIGHTS and, in furtherance of such right, LICENSEE hereby agrees that M.I.T. may include LICENSEE as a party plaintiff in any such suit, without expense to LICENSEE. The total cost of any such infringement action commenced or defended solely by M.I.T. shall be borne by M.I.T. and M.I.T. shall keep any recovery or damages for past infringement derived therefrom. 7.3 If within six (6) months after having been notified of any alleged infringement, M.I.T. shall have been unsuccessful in persuading the alleged infringer to desist and shall not have brought and shall not be diligently prosecuting an appropriate suit anywhere in the world against any Third Party who infringement action, or if M.I.T. shall notify LICENSEE at any time is suspected prior thereto of infringing or using without proper authorization all or its intention not to bring suit against any portion of UBC Controlled IPalleged infringer for the EXCLUSIVE FIELDS OF USE, then, and shall control any such action for which it exercises such right. Subject to Section 7.4.4in those events only, AlCana and UBC agree to cooperate with Alnylam in such action, and Alnylam shall reimburse AlCana and UBC for any reasonable costs such Parties incur as a result of cooperating with such action. Alnylam LICENSEE shall have the right, but shall not be obligated, to prosecute at its own expense any infringement of the INTELLECTUAL PROPERTY RIGHTS for the EXCLUSIVE FIELDS OF USE, and LICENSEE may, for such purposes, use the name of M.I.T. as party plaintiff; provided, however, that such right to recover [**] times its legal costs specifically relating 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 and may be entered into without the consent of M.I.T., which consent shall not unreasonably be withheld. LICENSEE shall indemnify M.I.T. against any order for costs that AlCana or UBC incur during may be made against M.I.T. in such suit for which they have received reimbursement from Alnylam, from any amounts obtained from a Third Party as a result of such suit, including without limitation, any costs that AlCana or UBC incur during such suit for which they have received reimbursement from Alnylam. Any amounts obtained in excess of such amount for the infringement of UBC Controlled IP will be divided between the Parties such that Alnylam receives [**] percent ([**]%), and AlCana and UBC each receive [**] percent ([**]%). proceedings. 7.4 In the event that LICENSEE shall undertake the enforcement and/or defense of the INTELLECTUAL PROPERTY RIGHTS by litigation, LICENSEE may withhold up to fifty percent (50%) of the payments otherwise thereafter due M.I.T. under Article 4 hereunder and apply the same toward reimbursement of up to half of LICENSEE’s expenses, including reasonable attorneys’ fees, in connection therewith. Any recovery of damages are awarded 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 M.I.T. for any payments under Article 4 past due or withheld and applied pursuant to this Article 7. The balance remaining from any such recovery shall be divided so that the percentage of the recovery due M.I.T. is calculated by creating a fraction, the numerator of which is the amount of royalties withheld, and denominator of which is the cost of litigation paid by LICENSEE, but in no event shall such sum be less than Ten Percent (10%) of the net recovery. 7.5 In the event that a declaratory judgment action alleging invalidity or non-infringement of multiple patents, some of which are UBC Controlled IP and some of which are not, the Parties shall agree on a reasonable allocation any of the damages award INTELLECTUAL PROPERTY RIGHTS shall be brought against LICENSEE, M.I.T., at its option, shall have the right, within thirty (30) days after commencement of such action, to UBC Controlled IP intervene and make take over the payments described above in accordance with such allocation. Each sole defense of AlCana and UBC may bring suit for infringement or unauthorized use of UBC Controlled IP in the Field of Use, action at its own expense. 7.6 In any infringement suit as either party may institute to enforce the PATENT RIGHTS pursuant to this Agreement, if Alnylam elects not the other party hereto shall, at the request and expense of the party initiating such suit, cooperate in all respects and, to commence suit under 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 exclusive period of this Section within [**] days of notice of such alleged infringement from UBC or AlCana. If AlCana or UBC elects to bring suit Agreement, shall have the sole right in accordance with this Section, then Alnylam may thereafter join that suit at its own expensethe terms and conditions herein to sublicense any alleged infringer for the EXCLUSIVE FIELDS OF USE for future use of the INTELLECTUAL PROPERTY RIGHTS. The Party bringing the suit shall have the right to recover [**] times its legal costs specifically relating to such infringement suit and any costs that AlCana or UBC incur during such suit for which they have received reimbursement from Alnylam, from any amounts obtained from a Third Party Any upfront fees as a result part of such suit, including without limitation, any costs that the a sublicense shall be shared equally between LICENSEE and M.I.T.; other Parties incur during such suit for which such other Parties have received reimbursement from the Party bringing the suit. Any amounts obtained in excess of such amount for the infringement of UBC Controlled IP will royalties shall be divided between the Parties such that the Party bringing the suit receives [**] percent ([**]%), and the other two Parties will each receive [**] percent ([**]%). All Parties agree to be bound by the outcome of a suit for infringement under this Sectiontreated per Article 4.

Infringement. Subject 12.1 Each party will promptly inform the other in writing of any alleged infringement of the Patent Rights by a third party, or the assertion of a declaratory judgment action alleging invalidity or noninfringement, and provide such other party with any available information about the infringement or declaratory action, as the case might be. Following such notice, KCI may place [***] first accruing to Sections 7.4.4 Wake Forest following the expiration of a thirty day period after such notice into an escrow account as escrowed litigation royalties. KCI will not settle or compromise any claim or action in a manner that imposes any restrictions or obligations on Wake Forest without Wake Forest's written consent, which consent will not be unreasonably withheld. 12.2.1 During the term of this Agreement, KCI will prosecute [***] any infringements of the Patent Rights, and, in furtherance of such right, KCM may join Wake Forest as a party in any such suit, [***] to Wake Forest. As between wake Forest and 7.4.5KCI, Alnylam shall KCI will be liable for [***] in such action and KCI will be responsible, except as provided in Section 12.2.3, for the [***] in such an action. 12.2.2 As a first option for KCI, [***]. Upon settlement or final termination of such action, KCI will immediately pay all escrowed litigation royalties to Wake Forest. 12.2.3 As an alternative option, [***]. All remaining escrowed litigation royalties will be immediately returned to Wake Forest. Wake Forest will not, under any circumstances, be liable for any amounts in excess of the escrowed litigation royalties. 12.2.4 If, within 6 months after having been notified of any alleged infringement of the Patent Rights, KCI will have been unsuccessful in persuading the alleged infringer to desist and will not have brought and will not be diligently prosecuting an infringement action, or if KCI notifies Wake Forest at any time prior thereto of its intention not to bring suit against any such alleged infringer, then (a) [***] and, (b) [***]. No settlement, consent judgment, or other voluntary fiscal disposition of the suit may be entered into without the consent of KCI, which consent will not unreasonably be withheld. 12.3.1 In the event that a Declaratory Judgment Action alleging invalidity or non-infringement of any of the Patent Rights will be brought against KCI or Wake Forest, [***]. 12.3.2 As a first option for KCI, [***]. Upon settlement or final termination of such action, provided such action does not result in a final non-appealable or non-appealed decision that the subject patent(s) are invalid or unenforceable, [***]. If the subject patents are found to be invalid or unenforceable in a final non-appealable or non-appealed decision, [***] if valid patents covering such products or processes still remain within the Field Patent Rights. 12.3.3 As an alternative option, [***]. All remaining escrowed litigation royalties will be immediately returned to Wake Forest. Wake Forest will not, under any circumstances, be liable for any amounts in excess of Use the escrowed litigation royalties. 12.3.5 If KCI is not diligently prosecuting or defending any Declaratory Judgment Action, then (a) [***] and (b) [***]. No settlement, consent judgment or other voluntary fiscal disposition of the suit may be entered into without the consent of KCI, which consent will not unreasonably be withheld. 12.4.1 KCI will have a duty to defend any suit or counterclaim brought against Wake Forest or KCI for alleged infringement of any patent of any third party, to the exclusive rightextent such suit is based upon a claim that the infringement arises from the manufacture, use or sale by KCI of products and/or processes within the Patent Rights pursuant to this Agreement. As between Wake Forest and KCI, [***]. 12.4.2 Each party will promptly inform the other in writing of the commencement of any such infringement action by a third party. Following such notice, KCI may place up to a maximum of [***] into an escrow account as escrowed litigation royalties. KCI will not settle or compromise any such action in a manner that imposes any restrictions or obligations on Wake Forest without Wake Forest's written consent, which consent will not be unreasonably withheld. 12.4.3 [***] any such infringement action by any third party [***]. All remaining escrowed litigation royalties will be promptly returned to Wake Forest. [***]. 12.4.4 Any recovery of damages by KCI in any such infringement action by any third party in which escrowed litigation royalties of Wake Forest were used by KCI [***]. 12.4.5 If the exercise of the rights granted KCI herein infringe the rights of a third party, Wake Forest may elect to pursue a license from such third party that would permit KCI to exercise the rights granted herein without limitation or interruption and without payments by KCI, or Wake Forest may authorize KCI to pursue such a license. In the event Wake Forest authorizes KCI to secure such a license, and the terms of such a license provide for royalties or other payments by KCI to such third party, then the parties will negotiate in good faith, a royalty reduction in the earned royalty rate set forth in Section 4.2 and the minimum royalty, but not the obligationfloor royalty, to initiate and maintain, at its expense, an appropriate suit anywhere set forth in the world against any Third Party who at any time is suspected of infringing or using without proper authorization all or any portion of UBC Controlled IP, and shall control any such action for which it exercises such right. Subject to Section 7.4.4, AlCana and UBC agree to cooperate with Alnylam in such action, and Alnylam shall reimburse AlCana and UBC for any reasonable costs such Parties incur as a result of cooperating with such action. Alnylam shall have the right to recover [**] times its legal costs specifically relating to such infringement suit and any costs that AlCana or UBC incur during such suit for which they have received reimbursement from Alnylam, from any amounts obtained from a Third Party as a result of such suit, including without limitation, any costs that AlCana or UBC incur during such suit for which they have received reimbursement from Alnylam. Any amounts obtained in excess of such amount for the infringement of UBC Controlled IP will be divided between the Parties such that Alnylam receives [**] percent ([**]%), and AlCana and UBC each receive [**] percent ([**]%). In the event that damages are awarded for the infringement of multiple patents, some of which are UBC Controlled IP and some of which are not, the Parties shall agree on a reasonable allocation of the damages award to UBC Controlled IP and make the payments described above in accordance with such allocation. Each of AlCana and UBC may bring suit for infringement or unauthorized use of UBC Controlled IP in the Field of Use, at its own expense, if Alnylam elects not to commence suit under this Section within [**] days of notice of such alleged infringement from UBC or AlCana. If AlCana or UBC elects to bring suit in accordance with this Section, then Alnylam may thereafter join that suit at its own expense. The Party bringing the suit shall have the right to recover [**] times its legal costs specifically relating to such infringement suit and any costs that AlCana or UBC incur during such suit for which they have received reimbursement from Alnylam, from any amounts obtained from a Third Party as a result of such suit, including without limitation, any costs that the other Parties incur during such suit for which such other Parties have received reimbursement from the Party bringing the suit. Any amounts obtained in excess of such amount for the infringement of UBC Controlled IP will be divided between the Parties 4.3 such that the Party bringing total royalties payable are commercially reasonable. 12.4.6 If the suit receives [**] percent ([**]%)exercise of the rights granted KCI herein are found to infringe the rights of a third party in a decision that is final and non-appealable or non-appealed, and neither Wake Forest nor KCI are able to secure a license from such third party, all remaining escrowed litigation royalties will be given to KCI, provided that KCI provides written notice to Wake Forest of KCI's election to terminate the other two Parties will each receive [**] percent ([**]%). All Parties agree to be bound by the outcome of a suit for infringement License under this SectionAgreement.

Infringement. Subject to Sections 7.4.4 8.1 LICENSEE shall inform LICENSOR promptly in writing of any alleged infringement of the LICENSED TECHNOLOGY by a third party and 7.4.5, Alnylam of any available evidence thereof. 8.2 LICENSOR shall within the Field of Use have the exclusive right, but shall not the obligationbe obligated, to initiate and maintain, prosecute at its expenseown expense all infringements of the LICENSED TECHNOLOGY and, in furtherance of such right, LICENSEE hereby agrees that LICENSOR may include LICENSEE as a party plaintiff in any such suit, without expense to LICENSEE. The total cost of any such infringement action commenced or defended solely by LICENSOR shall be borne by LICENSOR. Any recovery of damages by LICENSOR for such suit shall be applied first in satisfaction of any unreimbursed expenses and legal fees of LICENSOR relating to such suit, and next toward reimbursement of LICENSOR for any payments under Article 4 past due or withheld and applied pursuant to this Article 8. The balance remaining from any such recovery shall be divided with Seventy-Five Percent (75%) going to the LICENSOR and Twenty-Five Percent (25%) going to LICENSEE. 8.3 If within six (6) months after having been notified of an appropriate suit anywhere alleged infringement, LICENSOR shall have been unsuccessful in persuading the world against any Third Party who alleged infringer to desist and shall not have brought and shall not be diligently prosecuting an infringement action, or if LICENSOR shall notify LICENSEE at any time is suspected prior thereto of infringing or using without proper authorization all or its intention not to bring suit against any portion of UBC Controlled IPalleged infringer in the TERRITORY for the FIELD OF USE, then, and shall control any such action for which it exercises such right. Subject to Section 7.4.4in those events only, AlCana and UBC agree to cooperate with Alnylam in such action, and Alnylam shall reimburse AlCana and UBC for any reasonable costs such Parties incur as a result of cooperating with such action. Alnylam LICENSEE shall have the right, but shall not be obligated, to prosecute at its own expense any infringement of the LICENSED TECHNOLOGY in the TERRITORY for the FIELD OF USE, and LICENSEE may, for such purposes, use the name of LICENSOR as party plaintiff; provided, however, that such right to recover [**] times its legal costs specifically relating to bring such an infringement action shall remain in effect only during the EXCLUSIVE PERIOD. No settlement, consent judgment or other voluntary final disposition of the suit and 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 AlCana or UBC incur during may be made against LICENSOR in such suit for which they have received reimbursement from Alnylam, from any amounts obtained from a Third Party as a result of such suit, including without limitation, any costs that AlCana or UBC incur during such suit for which they have received reimbursement from Alnylam. Any amounts obtained in excess of such amount for the infringement of UBC Controlled IP will be divided between the Parties such that Alnylam receives [**] percent ([**]%), and AlCana and UBC each receive [**] percent ([**]%). proceedings. 8.4 In the event that damages are awarded LICENSEE shall undertake litigation for the infringement of multiple patents, some of which are UBC Controlled IP and some of which are not, the Parties shall agree on a reasonable allocation enforcement of the LICENSED TECHNOLOGY, or the defense of the LICENSED TECHNOLOGY under Paragraph 8.5, LICENSEE may withhold up to Fifty Percent (50%) of the Running Royalty payments otherwise thereafter due LICENSOR under Article 4 hereunder and apply the same toward reimbursement of up to half of LICENSEE’S expenses, including reasonable attorneys’ fees, in connection therewith. Any recovery of damages award by LICENSEE for each such suit shall be applied first in satisfaction of any unreimbursed expenses and legal fees of LICENSEE relating to UBC Controlled IP such suit, and make next toward reimbursement of LICENSOR for any payments under Article 4 past due or withheld and applied pursuant to this Article 8. The balance remaining from any such recovery shall be divided with Twenty-five percent (25%) going to LICENSOR and Seventy-five percent (75%) going to LICENSEE. 8.5 In the payments described above in accordance with such allocation. Each event that a declaratory judgment action alleging invalidity or noninfringement of AlCana and UBC may bring suit for infringement any of the LICENSED TECHNOLOGY shall be brought against LICENSOR or unauthorized use of UBC Controlled IP in the Field of UseLICENSEE, LICENSOR, at its own expenseoption, if Alnylam elects not to commence suit under this Section shall have the right, within [**] thirty (30) days of notice after commencement of such alleged infringement from UBC or AlCana. If AlCana or UBC elects action, to bring suit in accordance with this Section, then Alnylam may thereafter join that suit take over the sole defense of the action at its own expense. The Party bringing If LICENSOR shall not exercise this right, LICENSEE may take over the sole defense at LICENSEE’S sole expense, subject to Paragraph 8.4. 8.6 In any infringement suit as either party may institute to enforce the LICENSED TECHNOLOGY pursuant to this Agreement, the other party hereto shall, at the request and expense of the party initiating such suit, cooperate in all respects and, to the extent possible, have its employees testify when requested and make available relevant records, papers, information, samples, specimens, and the like. 8.7 LICENSEE, during the EXCLUSIVE PERIOD, shall have the sole right in accordance with the terms and conditions herein to recover [**] times its legal costs specifically relating to such infringement suit and sublicense any costs that AlCana or UBC incur during such suit alleged infringer in the TERRITORY for which they have received reimbursement from Alnylam, from any amounts obtained from a Third Party the FIELD OF USE for future use of the LICENSED TECHNOLOGY. Any upfront fees as a result part of such suit, including without limitation, any costs that the a sublicense shall be shared equally between LICENSEE and LICENSOR; other Parties incur during such suit for which such other Parties have received reimbursement from the Party bringing the suit. Any amounts obtained in excess of such amount for the infringement of UBC Controlled IP will revenues shall be divided between the Parties such that the Party bringing the suit receives [**] percent ([**]%), and the other two Parties will each receive [**] percent ([**]%). All Parties agree to be bound by the outcome of a suit for infringement under this Sectiontreated per Article 4.

Infringement. Subject to Sections 7.4.4 8.1 ALIMERA shall promptly notify EMORY, and 7.4.5EMORY shall promptly notify ALIMERA, Alnylam shall within of any suspected infringement of any Licensed Patents in the Licensed Field of Use Use. During the term of this Agreement, EMORY and ALIMERA shall have the exclusive right to institute an action for infringement of the Licensed Patents against a third party in accordance with the following: [*] shall have the first right, but not the obligation, to initiate enforce any Licensed Patents [*] * Certain Information has been omitted and maintainfiled separately with the Commission Confidential treatment has been requested with respect to the omitted portions. [*], at its expense, an appropriate suit anywhere in the world Licensed Field of Use against any Third Party who at any time is suspected such infringement, including without limitation by initiation of infringing proceedings, settlement or using without proper authorization all or any portion of UBC Controlled IPcompromise, and shall control bear the entire cost of such action, including defending any counterclaims brought against [*] and paying any judgments rendered against [*]. If the [*] are implicated in any such action for which it exercises enforcement action, ALIMERA and EMORY shall use good faith and commercially reasonable efforts to promptly agree in writing the rights between the parties under any such rightenforcement action. Subject If the parties are unable to Section 7.4.4promptly agree regarding the rights between the parties under any such enforcement action, AlCana and UBC agree to cooperate then such dispute shall be settled in accordance with Alnylam in the arbitration provisions under Article 14. To the extent [*] takes any such action, [*] shall control such action, and Alnylam shall reimburse AlCana and UBC for any reasonable costs such Parties incur as a result of cooperating with such action. Alnylam shall have the right to recover [*] may, upon prior written notice to [*], enter into settlements, stipulated judgments or other arrangements with respect to such infringement; provided that if such proposed settlement, stipulated judgment or other arrangement adversely affects [*] times its legal costs specifically relating to such infringement suit and any costs that AlCana or UBC incur during such suit for which they have received reimbursement from Alnylam, from any amounts obtained from a Third Party as a result of such suit, including without limitation, any costs that AlCana or UBC incur during such suit for which they have received reimbursement from Alnylam. Any amounts obtained in excess of such amount for the infringement of UBC Controlled IP will be divided between the Parties such that Alnylam receives interests and/or adversely affects [**] percent ([**]%), and AlCana and UBC each receive [**] percent ([**]%). In a field of use other than the event that damages are awarded for the infringement of multiple patents, some of which are UBC Controlled IP and some of which are not, the Parties shall agree on a reasonable allocation of the damages award to UBC Controlled IP and make the payments described above in accordance with such allocation. Each of AlCana and UBC may bring suit for infringement or unauthorized use of UBC Controlled IP in the Licensed Field of Use, [*] shall not enter into such settlement, stipulated judgment or other arrangement without [*] prior written consent, such consent not to be unreasonably withheld or delayed. The parties acknowledge that it may be reasonable for [*] to [*]. [*] shall cooperate with [*] in such effort, at its own [*] reasonable expense, including being joined as a party to such action, if Alnylam elects not necessary. Any recovery or settlement received as the result of such action (whether for punitive or exemplary damages, or any other recovery or settlement received, including compensatory damages or damages based on a loss of revenues (hereinafter referred to commence suit under this Section as “Recovery”)), shall first be used to reimburse the documented out-of-pocket costs and expenses incurred by ALIMERA and EMORY in pursuing such action, and to the extent any portion of the balance of the Recovery represents [*] damages directly related to the Licensed Field of Use, for example, [*], such portion shall be deemed to be [*], and ALIMERA shall pay to EMORY an amount representing [*]. Any remaining amounts of such Recovery that represents, for example, [*] damages (such as [*] or [*] damages) shall be paid [*] to ALIMERA and [*] to EMORY. If [*] shall fail, within [*] after receiving notice from [*] days of a potential infringement in the Licensed Field of Use, or providing [*] with notice of such alleged infringement from UBC or AlCana. If AlCana or UBC elects infringement, to bring suit in accordance with this Section, then Alnylam may thereafter join that suit at its own expense. The Party bringing the suit shall have the right to recover [**] times its legal costs specifically relating to either (i) terminate such infringement suit or (ii) institute an action to prevent * Certain Information has been omitted and any costs that AlCana or UBC incur during such suit for which they have received reimbursement from Alnylam, from any amounts obtained from a Third Party as a result of such suit, including without limitation, any costs that filed separately with the other Parties incur during such suit for which such other Parties have received reimbursement from Commission Confidential treatment has been requested with respect to the Party bringing the suit. Any amounts obtained in excess of such amount for the infringement of UBC Controlled IP will be divided between the Parties such that the Party bringing the suit receives [**] percent ([**]%), and the other two Parties will each receive [**] percent ([**]%). All Parties agree to be bound by the outcome of a suit for infringement under this Sectionomitted portions.

Infringement. Subject to Sections 7.4.4 (a) The Vendor agrees that it shall defend, indemnify and 7.4.5, Alnylam shall within the Field of Use have the exclusive right, but not the obligation, to initiate and maintain, at its expense, an appropriate suit anywhere in the world against any Third Party who at any time is suspected of infringing or using without proper authorization all or any portion of UBC Controlled IP, and shall control any such action for which it exercises such right. Subject to Section 7.4.4, AlCana and UBC agree to cooperate with Alnylam in such action, and Alnylam shall reimburse AlCana and UBC for any reasonable costs such Parties incur as a result of cooperating with such action. Alnylam shall have the right to recover [**] times its legal costs specifically relating to such infringement suit and any costs that AlCana or UBC incur during such suit for which they have received reimbursement from Alnylam, from any amounts obtained from a Third Party as a result of such suit, including without limitation, any costs that AlCana or UBC incur during such suit for which they have received reimbursement from Alnylam. Any amounts obtained in excess of such amount for the infringement of UBC Controlled IP will be divided between the Parties such that Alnylam receives [**] percent ([**]%), and AlCana and UBC each receive [**] percent ([**]%). In the event that damages are awarded for the infringement of multiple patents, some of which are UBC Controlled IP and some of which are not, the Parties shall agree on a reasonable allocation of the damages award to UBC Controlled IP and make the payments described above in accordance with such allocation. Each of AlCana and UBC may bring suit for infringement or unauthorized use of UBC Controlled IP in the Field of Usehold harmless, at its own expense, if Alnylam elects not to commence suit all suits and claims against the Owner for infringement or violation of any patent, trademark, copyright, trade secret or other intellectual property rights of any third party enforceable in the United States or in any other territory where Vendor has approved the deployment or use of Products under this Section within [**] days of notice of such Contract (collectively, "Intellectual Property Rights"), covering, or alleged infringement from UBC to cover, the Products or AlCana. If AlCana or UBC elects to bring suit in accordance with this Section, then Alnylam may thereafter join that suit at its own expenseany component thereof. The Party bringing the suit Vendor agrees that it shall have the right to recover [**] times its legal costs specifically relating to such infringement suit and any costs that AlCana or UBC incur during such suit for which they have received reimbursement from Alnylam, from any amounts obtained from a Third Party as a result of such suitpay all sums, including without limitation, reasonable attorneys' fees and other costs incurred at Vendor's written request or authorization, which, in defense of, by final judgment or decree, or in settlement of any costs suit or claim to which the Vendor agrees, may be assessed against, or incurred by, the Owner on account of such infringement or violation, provided that the Owner shall cooperate in all reasonable respects with the Vendor and its attorneys in the investigation, trial and defense of such lawsuit or action and any appeal arising therefrom; provided, however, that the Owner may, at its own cost, participate in the investigation, trial and defense of 37 52 such lawsuit or action and any appeal arising therefrom. The parties shall cooperate with each other Parties incur during in any notifications to insurers. If a claim for Losses (a "Claim") is to be made by a party entitled to indemnification hereunder against the Vendor, the party claiming such suit indemnification shall give written notice (a "Claim Notice") to the Vendor as soon as practicable after the party entitled to indemnification becomes aware of any fact, condition or event which may give rise to Losses for which indemnification may be sought under this Agreement, provided, however, no delay on the part of the Owner in notifying the Vendor shall relieve the Vendor from any obligation hereunder unless (and then solely to the extent) the Vendor is thereby materially prejudiced. If any lawsuit or enforcement action is filed against any party entitled to the benefit of indemnity hereunder, written notice thereof shall be given to the Vendor as promptly as practicable (and in any event within twenty (20) calendar days after the service of the citation or summons). The Vendor shall be entitled, if it so elects to: (i) defend such other Parties have received reimbursement from lawsuit or action; (ii) employ and engage attorneys of its own choice to handle and defend the Party bringing same, at the suitVendor's cost, risk and expense; and (iii) compromise or settle such Claim, which compromise or settlement shall be made only with the written consent of the Owner (which may not be unreasonably withheld), unless such compromise or settlement includes an unconditional release of any claims against the Owner in which event such written consent of the Owner shall not be required. Any amounts obtained in excess If the Vendor fails to assume the defense of such amount Claim within twenty (20) calendar days after receipt of the Claim Notice, the Owner against which such Claim has been asserted will (upon delivering notice to such effect to the Vendor) have the right to undertake, at the Vendor's cost and expense, the defense, compromise or settlement of such Claim on behalf of and for the infringement account and risk of UBC Controlled IP the Vendor. In the event the Owner assumes the defense of the Claim, the Owner will keep the Vendor reasonably informed of the progress of any such defense, compromise or settlement. The Vendor shall be divided between the Parties such that the Party bringing the suit receives [**] percent liable for any settlement of any action effected pursuant to and in accordance with this Agreement and for any final judgment ([**]%subject to any right of appeal), and the other two Parties will each receive [**] percent Vendor agrees to indemnify and hold harmless the Owner from and against any Losses by reason of such settlement or judgment. ([**]%). All Parties agree b) The Vendor's obligation under this subsection shall not extend to be bound alleged infringements or violations that arise because the Products provided by the outcome of a suit for infringement under this SectionVendor are used in combination with other products furnished by third parties and where any such combination was not installed, recommended or approved by the Vendor.

Infringement. Subject 13.1 The Parties agree to Sections 7.4.4 and 7.4.5give each other prompt written notice of any infringement or other similar action in or affecting the Territory by a Third Person of the AMIH Marks known to them. 13.2 In the event of such infringement or other similar action, Alnylam shall within LMGC has the Field obligation to protect any of Use have the exclusive right, but not the obligation, to initiate and maintain, at its expense, an appropriate suit anywhere Non-Canadian Marks which LMGC has been using in the world against preceding 12 month period and the Canadian Marks in the Territory and may decide whether or not any Third Party who at any time action is suspected of infringing or using without proper authorization all or any portion of UBC Controlled IP, necessary for such protection and shall control any what such action for which it exercises such rightmight be, taking into account the interests of both Parties. Subject to Section 7.4.4, AlCana and UBC agree to cooperate with Alnylam in such action, and Alnylam shall reimburse AlCana and UBC for any reasonable costs such Parties incur as a result of cooperating with such action. Alnylam shall have LMGC has the right to recover [**] act in its own name or if necessary in the name of AMIH. For the term of this Agreement AMIH hereby LMGC a power of attorney in the form attached hereto as Schedule 3 to act on its behalf if any action in or out of court in connection with such actions is necessary. LMGC will select counsel, to which AMIH has no reasonable objection and AMIH will provide reasonable assistance, including by providing information, documents and things in response to discovery requests, by providing at mutually convenient times its legal costs specifically relating witnesses for discovery, depositions and trial testimony, and by permitting LMGC to cause AMIH to be named as a party plaintiff or co-plaintiff in any litigation. All expenses, including any expenses incurred by AMIH to provide such infringement suit assistance, shall be borne by LMGC and any costs that AlCana or UBC incur during such suit for which they have received reimbursement from Alnylam, from LMGC shall be entitled to any amounts obtained from a Third Party as a result awarded to LMGC or AMIH. LMGC shall not enter into any settlement of such suitactions without the written consent of AMIH, including without limitationwhich consent shall not be unreasonably withheld. 13.3 If any action or proceeding is brought or asserted by LMGC, under the authority granted to it under Article13.2, LMGC will promptly notify AMIH in writing. AMIH may assume and direct the action or proceeding only provided that LMGC initiates no action or takes no action in such action or proceeding. Upon assumption of the action or proceeding by AMIH, all expenses shall be borne by AMIH and AMIH shall be entitled to any costs that AlCana amounts awarded to LMGC or UBC incur during such suit for which they have received reimbursement from AlnylamAMIH. Any amounts obtained in excess AMIH shall not enter into any settlement of such amount for actions without the infringement written consent of UBC Controlled IP will LMGC, which consent shall not be divided between the Parties such that Alnylam receives [**] percent ([**]%), and AlCana and UBC each receive [**] percent ([**]%). In the event that damages are awarded for the infringement of multiple patents, some of which are UBC Controlled IP and some of which are not, the Parties shall agree on a reasonable allocation of the damages award to UBC Controlled IP and make the payments described above in accordance with such allocation. Each of AlCana and UBC may bring suit for infringement or unauthorized use of UBC Controlled IP in the Field of Use, at its own expense, if Alnylam elects not to commence suit under this Section within [**] days of notice of such alleged infringement from UBC or AlCana. If AlCana or UBC elects to bring suit in accordance with this Section, then Alnylam may thereafter join that suit at its own expense. The Party bringing the suit shall have the right to recover [**] times its legal costs specifically relating to such infringement suit and any costs that AlCana or UBC incur during such suit for which they have received reimbursement from Alnylam, from any amounts obtained from a Third Party as a result of such suit, including without limitation, any costs that the other Parties incur during such suit for which such other Parties have received reimbursement from the Party bringing the suit. Any amounts obtained in excess of such amount for the infringement of UBC Controlled IP will be divided between the Parties such that the Party bringing the suit receives [**] percent ([**]%), and the other two Parties will each receive [**] percent ([**]%). All Parties agree to be bound by the outcome of a suit for infringement under this Sectionunreasonably withheld.

Infringement. Subject to Sections 7.4.4 9.1 Licensee shall inform Northwestern promptly in writing of any alleged infringement of the Patent Rights by a third party and 7.4.5of any available evidence thereof. 9.2 During the term of this Agreement, Alnylam Northwestern shall within the Field of Use have the exclusive right, but shall not the obligationbe obligated, to initiate and maintain, prosecute at its expenseown expense all infringements of the Patent Rights and, in furtherance of such right, Licensee hereby agrees that Northwestern may include Licensee as a party plaintiff in such suit, without expense to Licensee. The total cost of any such infringement action commenced or defended solely by Northwestern shall be borne by Northwestern and Northwestern shall keep any recovery or damages for past infringement derived therefrom. 9.3 If within six (6) months after having been notified of any alleged infringement, Northwestern shall have been unsuccessful in persuading the alleged infringer to desist and shall not have brought and shall not be diligently prosecuting an appropriate suit anywhere in the world against any Third Party who infringement action, or if Northwestern shall notify Licensee at any time is suspected prior thereto of infringing or using without proper authorization all or its intention not to bring suit against any portion of UBC Controlled IPalleged infringer, then, and shall control any such action for which it exercises such right. Subject to Section 7.4.4in those events only, AlCana and UBC agree to cooperate with Alnylam in such action, and Alnylam shall reimburse AlCana and UBC for any reasonable costs such Parties incur as a result of cooperating with such action. Alnylam Licensee shall have the right, but shall not be obligated, to prosecute at its own expense any infringement of the Patent Rights, and Licensee may, for such purposes, use the name of Northwestern as party plaintiff; provided, however, that such right to recover [**] times its legal costs specifically relating to bring such 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 and may be entered into without the consent of Northwestern, which consent shall not unreasonably be withheld. Licensee shall indemnify Northwestern against any order for costs that AlCana may be made against Northwestern in such proceedings. Licensee shall keep any recovery or UBC incur during damages for past infringement derived therefrom; provided, however, that such suit for which they have received reimbursement from Alnylamrecovery, from any amounts obtained from a Third Party as a result of such suitless expenses, including without limitationreasonable attorneys' fees, any costs that AlCana or UBC incur during such suit for which they have received reimbursement from Alnylam. Any amounts obtained in excess of such amount shall be treated as Net Sales for the infringement purpose of UBC Controlled IP will be divided between the Parties such that Alnylam receives [**] percent ([**]%), and AlCana and UBC each receive [**] percent ([**]%). calculating running royalties under Paragraph 5.4 9.4 In the event that damages are awarded for the infringement a declaratory judgment action alleging invalidity or noninfringement of multiple patents, some of which are UBC Controlled IP and some of which are not, the Parties shall agree on a reasonable allocation any of the damages award Patent Rights shall be brought against Licensee, Northwestern, at its option, shall have the right, within thirty (30) days after it receives notice of the commencement of such action, to UBC Controlled IP intervene and make take over the payments described above in accordance with such allocation. Each sole defense of AlCana and UBC may bring suit for infringement or unauthorized use of UBC Controlled IP in the Field of Use, action at its own expense. 9.5 In any infringement suit that either Party may institute to enforce the Patent Rights pursuant to this Agreement, if Alnylam elects not the other party hereto shall, at the request and expense of the Party initiating such suit, cooperate in all respects and, to commence suit under the extent possible, have its employees testify when requested and make available relevant records, papers, information, samples, specimens, and the like. 9.6 Licensee, during the term of this Section within [**] days of notice of such alleged infringement from UBC or AlCana. If AlCana or UBC elects to bring suit Agreement, shall have the sole right in accordance with this Section, then Alnylam may thereafter join that suit at its own expensethe terms and conditions herein to sublicense any alleged infringer for future use of the Patent Rights. The Party bringing the suit shall have the right to recover [**] times its legal costs specifically relating to such infringement suit and any costs that AlCana or UBC incur during such suit for which they have received reimbursement from Alnylam, from any amounts obtained from a Third Party Any upfront fees as a result part of such suit, including without limitation, any costs that the a sublicense shall be shared equally between Licensee and Northwestern; other Parties incur during such suit for which such other Parties have received reimbursement from the Party bringing the suit. Any amounts obtained in excess of such amount for the infringement of UBC Controlled IP will royalties shall be divided between the Parties such that the Party bringing the suit receives [**] percent ([**]%), and the other two Parties will each receive [**] percent ([**]%). All Parties agree treated pursuant to be bound by the outcome of a suit for infringement under this SectionParagraph 5.4.

Infringement. Subject to Sections 7.4.4 and 7.4.5(a) In the event of a claim or suit against ASSOCIATE alleging (a) the PRODUCT(S), Alnylam shall within the Field of Use have the exclusive right, but not the obligation, to initiate and maintain, at its expense, an appropriate suit anywhere as sold by NECAM infringes any patent issued by or copyright registered in the world country in which the PRODUCT(S) was sold to ASSOCIATE, NECAM shall defend ASSOCIATE to the extent the claim or suit concerns such infringement, provided ASSOCIATE gives NECAM prompt notice of such claim or suit and continuous cooperation in such defense. (b) In any claim or suit against any Third Party who at any time ASSOCIATE that is suspected of infringing or using without proper authorization defended by NECAM pursuant to paragraph (a), NECAM shall control the defense, shall pay all or any portion of UBC Controlled IPlitigation costs, including reasonable attorney's fees incurred by NECAM in such defense, and shall control indemnify ASSOCIATE for all damages awarded by a court or settlement payments approved by NECAM, provided the ASSOCIATE has incorporated the warranty exclusions and liability limitations provided for in Sections 20, 21, 22 and 31 of this AGREEMENT. (c) If, in any such action for which it exercises such right. Subject claim or suit against ASSOCIATE that is defended by NECAM pursuant to Section 7.4.4paragraph (a), AlCana and UBC agree to cooperate with Alnylam in such action, and Alnylam shall reimburse AlCana and UBC for any reasonable costs such Parties incur as a result of cooperating with such action. Alnylam shall have a court order not subject to further appeal or a settlement approved by NECAM, ASSOCIATE is enjoined or otherwise prevented from using the PRODUCT(S) sold by NECAM, NECAM, at its option, may (a) procure for ASSOCIATE the right to recover [**] times its legal costs specifically relating continue using the PRODUCT(S), (b) replace or modify the PRODUCT(S) to such infringement suit avoid infringement, or (c) repossess the PRODUCT(S) in exchange for a refund of the depreciated value of the PRODUCT(S). NECAM's option selected under this paragraph shall be ASSOCIATE's sole remedy for any prospective effects of any court order or settlement. (d) NECAM's total cumulative liability under paragraphs (b) and any costs that AlCana or UBC incur during such suit for which they have received reimbursement from Alnylam, from any amounts obtained from a Third Party as a result of such suit, including without limitation, any costs that AlCana or UBC incur during such suit for which they have received reimbursement from Alnylam. Any amounts obtained in excess of such amount (c) shall be limited to the price paid to NECAM by ASSOCIATE for the infringement PRODUCTS(S) together with payment of UBC Controlled IP will all litigation costs or as provided for in paragraph 20(b). (e) Notwithstanding any other provision of this Article, NECAM shall not be divided between the Parties such that Alnylam receives [**] percent ([**]%), obligated to defend and AlCana and UBC each receive [**] percent ([**]%). In the event that shall not be liable for costs or damages are awarded for the infringement of multiple patents, some of which are UBC Controlled IP and some of which are not, the Parties shall agree on a reasonable allocation of the damages award to UBC Controlled IP and make the payments described above in accordance with such allocation. Each of AlCana and UBC may bring any claim or suit for infringement in which (a) the PRODUCT(S) was made by NECAM pursuant to specifications supplied by ASSOCIATE, or unauthorized use of UBC Controlled IP in (b) the Field of Use, at its own expense, if Alnylam elects not to commence suit under this Section within [**] days of notice of such alleged infringement from UBC or AlCana. If AlCana or UBC elects to bring suit is based on use by ASSOCIATE, without NECAM's permission, of the PRODUCT(S) as sold by NECAM in accordance combination with this Sectionanother item not sold by NECAM, then Alnylam may thereafter join that suit at its own expense. The Party bringing where the suit shall have the right to recover [**] times its legal costs specifically relating to such alleged infringement suit and any costs that AlCana or UBC incur during such suit for which they have received reimbursement from Alnylam, from any amounts obtained from a Third Party as a result of such suit, including without limitation, any costs that the other Parties incur during such suit for which such other Parties have received reimbursement arises from the Party bringing the suit. Any amounts obtained in excess combination or from practice of such amount for the infringement of UBC Controlled IP will be divided between the Parties such that the Party bringing the suit receives [**] percent ([**]%), and the other two Parties will each receive [**] percent ([**]%). All Parties agree to be bound a method made possible by the outcome of a suit for combination, or (c) the alleged infringement under this Sectionis based on the PRODUCT(S) as modified by ASSOCIATE without NECAM's permission.

Infringement. Subject Section 12.01. Normandy University via Normandie Valorisation, on behalf of the Establishments and the Company, will inform each other [**] of any case of infringement by a third party in relation to Sections 7.4.4 and 7.4.5, Alnylam shall within the Patent of which they are aware and/or any claim or infringement action against them. Section 12.02. In the event of an infringement of one or more Patents in the Field of Use have by a third party, the exclusive right, but Establishments may initiate legal proceedings against the infringing third party at their own expense; it being understood that the compensation and any damages awarded by the court will be fully and irrevocably acquired. This provision shall not prevent the obligation, to initiate and maintain, at its expense, an appropriate suit anywhere Company from intervening in the world against any Third Party who at any time is suspected of infringing or using without proper authorization all or any portion of UBC Controlled IP, and shall control any such action for which it exercises such right. Subject to Section 7.4.4, AlCana and UBC agree to cooperate with Alnylam in such action, and Alnylam shall reimburse AlCana and UBC for any reasonable costs such Parties incur as a result of cooperating with such action. Alnylam shall have the right to recover [**] times its legal costs specifically relating to such infringement suit and any costs that AlCana or UBC incur during such suit for which they have received reimbursement from Alnylam, from any amounts obtained from a Third Party as a result of such suit, including without limitation, any costs that AlCana or UBC incur during such suit for which they have received reimbursement from Alnylam. Any amounts obtained in excess of such amount for the infringement of UBC Controlled IP will be divided between the Parties such that Alnylam receives [**] percent ([**]%), and AlCana and UBC each receive [**] percent ([**]%). In the event that damages are awarded for the infringement of multiple patents, some of which are UBC Controlled IP and some of which are not, the Parties shall agree on a reasonable allocation of the damages award to UBC Controlled IP and make the payments described above in accordance with such allocation. Each of AlCana and UBC may bring suit for infringement or unauthorized use of UBC Controlled IP in the Field of Useproceeding, at its own expense, if Alnylam elects to obtain compensation for its own specific damages. SOPHiA GENETICS shall have full and irrevocable entitlement to any compensation and damages awarded to it as a result of such proceedings. If the Establishments decide not to commence suit under this Section within initiate any infringement actions and if the Company wishes to act, the Company may, after a formal notice sent by registered letter with acknowledgement of receipt to Normandy University via Normandie Valorisation on behalf of the Establishments has remained unanswered by the Establishments for more than [**] days of notice of such alleged ], start a proceeding for infringement from UBC or AlCana. If AlCana or UBC elects to bring suit at its sole initiative, in accordance with this Section, then Alnylam may thereafter join that suit its sole name and at its own expense. The Party bringing In countries where a legal provision prohibits it from initiating a proceeding, the suit Establishments shall have provide, at the right Company’s simple request and in a timely manner, all the powers that are necessary for it to recover [**] times act in the name and stead of the Establishments. Section 12.03. If infringement proceedings are brought against the Company and/or its legal costs specifically relating Affiliates when it comes to such infringement suit using the Products, due to the use of Patents in the Field, Normandy University via Normandie Valorisation, acting on behalf of UNIROUEN and any costs that AlCana or UBC incur during such suit for which they have received reimbursement from AlnylamCHB, from any amounts obtained from a Third Party as a result will make its best efforts to help the Company defend its interests and those of such suit, including without limitation, any costs that the other Parties incur during such suit for which such other Parties have received reimbursement from the Party bringing the suitits Affiliates. Any amounts obtained in excess of such amount for the infringement of UBC Controlled IP will be divided between the Parties such that the Party bringing the suit receives [**] percent ([**]%), and the other two Parties will each receive [**] percent (. [**]%). All [**]. Section 12.04. If the Patent is cancelled, the provisions relating to guarantees shall apply and may not be waived. Section 12.05. The Parties agree to be bound by provide each other with all of the outcome of a suit for infringement under this Sectiondocuments and elements they may need during the aforementioned procedures.

Infringement. Subject 12.1 The PARTIES shall mutually inform each other as quickly as possible of any acts of infringement upon the PATENTS by a third party of which they become aware and/or any claims or actions for patent infringement brought against them. 12.2 In case of infringement upon one or more of the PATENTS by a third party in the FIELD, so long as [***] of the PATENTS hereunder, [***], to Sections 7.4.4 and 7.4.5the extent permitted by law, Alnylam shall within the Field of Use have the exclusive first right, under its own control and at its own expense, to prosecute any third-party infringement of the PATENTS in the FIELD in the TERRITORY. If required by law, [***] and [***], as applicable, shall permit any action under this Section 12.2 to be brought in its or their name, including being joined as a party-plaintiff, provided that [***] shall hold [***] and [***], as applicable, harmless from, and indemnify [***], as applicable, against any costs, expenses, or liability that [***], as applicable, incur in connection with such action. Prior to [***] under Section 12.2 hereunder, [***] shall consult with [***] and shall consider the views of [***] regarding the advisability of the proposed action and its effect on the public interest. [***] shall not enter into any settlement, consent judgment, or other voluntary final disposition of any infringement action under Section 12.2 without the prior written consent of [***]. Any monetary recovery for damages in excess of (a) [***] documented expenses in enforcing the PATENTS and (b) amounts reimbursed by [***] under Section 12.2, shall [***]. 12.3 [***], subject to the legal rules in force, may bring at its expense proceedings against an infringing third party outside the FIELD, whereby any compensation and damages awarded by the court shall be fully and irrevocably acquired by it. In an enforcement action under this Section 12.3, [***] may be involved in the proceedings, at its expense, in order to obtain compensation for the prejudice it suffers. 12.4 a) If [***] brings no action against an infringer in the FIELD under Section 12.2, [***] will have the right but not the obligation, to initiate bring in its own name, and maintain, at its expensethe names of [***] as permitted below, an appropriate suit anywhere in the world against any Third Party who at any time is suspected of infringing or using without proper authorization all or any portion of UBC Controlled IP, and shall control any such action for which it exercises such right. Subject to Section 7.4.4, AlCana and UBC agree to cooperate with Alnylam in such infringement action, and Alnylam shall reimburse AlCana and UBC for any reasonable costs such Parties incur as a result of cooperating with subject to notice [***] to join such action. Alnylam shall have the right to recover The absence of a response from [**] times its legal costs specifically relating to such infringement suit and any costs that AlCana or UBC incur during such suit for which they have received reimbursement from Alnylam, from any amounts obtained from a Third Party as a result of such suit, including without limitation, any costs that AlCana or UBC incur during such suit for which they have received reimbursement from Alnylam. Any amounts obtained in excess of such amount for the infringement of UBC Controlled IP will be divided between the Parties such that Alnylam receives [**] percent ([**]%), and AlCana and UBC each receive [**] percent ([**]%). In the event that damages are awarded for the infringement of multiple patents, some of which are UBC Controlled IP and some of which are not, the Parties shall agree on a reasonable allocation of the damages award to UBC Controlled IP and make the payments described above in accordance with such allocation. Each of AlCana and UBC may bring suit for infringement or unauthorized use of UBC Controlled IP in the Field of Use, at its own expense, if Alnylam elects not to commence suit under this Section within [***] days from receipt of formal notice of such alleged infringement from UBC or AlCanameans not wishing to prosecute, subject to the terms below in this Section 12.4. If AlCana or UBC elects to bring suit in accordance with In this Sectioncase, then Alnylam may thereafter join that suit at its own expense. The Party bringing the suit procedural costs shall have the right to recover be solely payable by [***] times its legal costs specifically relating to such infringement suit and any costs that AlCana or UBC incur during such suit for which they have received reimbursement from Alnylam, from any amounts obtained from a Third Party as a result of such suit, including without limitation, any costs that compensation and damages awarded by the other Parties incur during such suit for which such other Parties have received reimbursement from the Party bringing the suit. Any amounts obtained in excess of such amount for the infringement of UBC Controlled IP will court shall be divided between the Parties such that the Party bringing the suit receives fully and irrevocably acquired by it [**] percent ([**]%), and the other two Parties will each receive [**] percent ([**]%). All Parties agree to be bound by the outcome of a suit for infringement under this Section.

Infringement. Subject to Sections 7.4.4 and 7.4.5, Alnylam 11.1 A party receiving knowledge of infringement of a Licensed Patent(s) shall within notify the Field of Use other party promptly. LTI shall have the exclusive right, but not in its sole discretion, and at its sole expense, with counsel of its selection, to prosecute any patent infringement action or to defend any counterclaim of invalidity or action for declaratory judgment or interference. LTI shall have full control over the obligation, conduct of any such proceedings and any recoveries therefore shall inure to its sole benefit. In the event LTI fails to initiate and maintainpursue such legal action within a period of one hundred twenty (120) days after receipt of notice thereof, at its expense, an appropriate suit anywhere in the world against any Third Party who at any time is suspected of infringing or using without proper authorization all or any portion of UBC Controlled IP, and shall control any such action for which it exercises such right. Subject to Section 7.4.4, AlCana and UBC agree to cooperate with Alnylam in such action, and Alnylam shall reimburse AlCana and UBC for any reasonable costs such Parties incur as a result of cooperating with such action. Alnylam Vical shall have the right to recover [initiate legal action and shall in that event bear all costs and all recoveries therefore shall inure to its benefit. 11.2 If one party institutes or carries on a legal proceeding to enforce a Licensed Patent(s) against an alleged infringer, or to defend a Licensed Patent(s) in a declaratory judgment action, the other party shall fully cooperate with, and supply all assistance reasonably requested by the party instituting and carrying on or defending such proceeding. **] times its legal costs specifically relating to such infringement suit and any costs that AlCana or UBC incur during such suit for which they have received reimbursement from Alnylam, from any amounts obtained from a Third Party as a result of such suit, including without limitation, any costs that AlCana or UBC incur during such suit for which they have received reimbursement from Alnylam. Any amounts obtained in excess of such amount for the infringement of UBC Controlled IP will be divided between the Parties such that Alnylam receives [**] percent ([**]%), and AlCana and UBC each receive [**] percent ([**]%). * Confidential Treatment Requested 11.3 In the event that damages are awarded LTI is sued by a third party for the patent infringement allegedly resulting from LTI’s manufacture, use or sale of multiple patentsLicensed Product(s), some of which are UBC Controlled IP and some of which are not, the Parties LTI shall agree on a reasonable allocation of the damages award to UBC Controlled IP and make the payments described above in accordance with such allocationpromptly notify Vical. Each of AlCana and UBC may bring suit for infringement or unauthorized use of UBC Controlled IP in the Field of UseLTI shall, at its own expenseoption, if Alnylam elects have full control of selection of counsel and conduct of the suit. Should LTI decide to defend it shall do so with the full cooperation of Vical. From a date not less than six months following the date of institution of the suit LTI may place applicable royalties in an escrow account. Should LTI be deemed not infringing a third party’s patent(s) by a court of competent jurisdiction, then all amounts paid into said escrow account shall be paid to Vical. Should LTI decide not to commence suit defend it shall provide Vical with timely notice thereof. Should Vical defend LTI’s actions under this Section within [**] days Agreement then LTI shall cooperate fully with Vical. Should LTI be deemed infringing a third party’s patent(s) and enjoined from exercising its rights under this Agreement by a court of notice of such alleged infringement from UBC or AlCana. If AlCana or UBC elects to bring suit in accordance with this Sectioncompetent jurisdiction, then Alnylam may thereafter join that suit at its own expense. The Party bringing the suit LTI shall have the right to recover [**] times its legal costs specifically relating terminate this Agreement with respect to such the infringing patent claims and retain any royalties placed in the escrow account. 11.4 In the event a party receiving knowledge of infringement suit and any costs that AlCana or UBC incur during such suit for which they have received reimbursement from Alnylam, from any amounts obtained from of a Third Party as a result of such suit, including without limitation, any costs that Licensed Patent(s) promptly notifies the other Parties incur during such suit party as required by Article 11.1 and thereafter neither party shall prosecute an infringer of a Licensed Patent(s) and the infringer’s activities are allowed to continue without challenge for which such other Parties have received reimbursement a period of up to six (6) months from the Party bringing date of first notice, or in the suit. Any amounts obtained event LTI is permanently enjoined by a court of competent jurisdiction from exercising its rights granted hereunder pursuant to an infringement action brought by a third party, then LTI shall have the right to terminate this Agreement upon thirty (30) days written notice to Vical and in excess accordance with the terms of such amount for the infringement of UBC Controlled IP will be divided between the Parties such that the Party bringing the suit receives [**] percent ([**]%), and the other two Parties will each receive [**] percent ([**]%). All Parties agree to be bound by the outcome of a suit for infringement under this SectionArticle 12.

Infringement. Subject 10.1 In the event that there is infringement of the Patent Rights or Technical Information assigned to Sections 7.4.4 and 7.4.5▇▇▇▇▇▇▇, Alnylam the Parties shall within notify each other in writing to that effect. During the Field of Use ninety (90) day period after such notice, ▇▇▇▇▇▇▇ will have the exclusive right, but not the obligation to bring suit against the alleged infringer. ▇▇▇▇▇▇▇ shall bear the expenses of any suit brought by it and shall retain all damages or other monies awarded or received in settlement of such suit. ▇▇▇▇▇▇▇ shall have the final decision on all matters relating to litigation and any settlement discussions. SSC will use reasonable efforts to cooperate with ▇▇▇▇▇▇▇ in any such suit and shall have the right to consult with ▇▇▇▇▇▇▇ and be represented by its own counsel at its own expense. All reasonable costs incurred by SSC associated with providing such cooperation to ▇▇▇▇▇▇▇ will be paid by ▇▇▇▇▇▇▇. If, after the expiration of said ninety (90) days from the date of such notice, ▇▇▇▇▇▇▇ has not brought suit against a third party infringer, then SSC shall have the right after such ninety (90) day notice period, but not the obligation, to initiate bring suit against such infringer and maintain, at its expense, an appropriate suit anywhere join ▇▇▇▇▇▇▇ as a party plaintiff provided that SSC shall bear all expenses of such suit. SSC shall retain all damages or other monies awarded or received in the world against any Third Party who at any time is suspected settlement of infringing or using without proper authorization all or any portion of UBC Controlled IP, and shall control any such action for which it exercises such rightsuit. Subject to Section 7.4.4, AlCana and UBC agree ▇▇▇▇▇▇▇ will reasonably attempt to cooperate with Alnylam SSC in such action, any suit for infringement of the subject patent brought by SSC against a third party and Alnylam shall reimburse AlCana and UBC for any reasonable costs such Parties incur as a result of cooperating with such action. Alnylam shall have the right to recover [**] times its legal costs specifically relating consult with SSC and to participate in and be represented by independent counsel in such infringement suit and any costs that AlCana or UBC incur during such suit for which they have received reimbursement from Alnylam, from any amounts obtained from a Third Party as a result of such suit, including without limitation, any costs that AlCana or UBC incur during such suit for which they have received reimbursement from Alnylam. Any amounts obtained in excess of such amount for the infringement of UBC Controlled IP will be divided between the Parties such that Alnylam receives [**] percent ([**]%), and AlCana and UBC each receive [**] percent ([**]%). In the event that damages are awarded for the infringement of multiple patents, some of which are UBC Controlled IP and some of which are not, the Parties shall agree on a reasonable allocation of the damages award to UBC Controlled IP and make the payments described above in accordance with such allocation. Each of AlCana and UBC may bring suit for infringement or unauthorized use of UBC Controlled IP in the Field of Use, at its own expense, if Alnylam elects not to commence suit under this Section within [**] days of notice of such alleged infringement from UBC or AlCana. If AlCana or UBC elects to bring suit in accordance with this Section, then Alnylam may thereafter join that suit litigation at its own expense. The Party bringing All reasonable costs incurred by ▇▇▇▇▇▇▇ associated with providing cooperation to SSC shall be paid by SSC. Where it is necessary for SSC to have standing to file the suit, ▇▇▇▇▇▇▇ shall assign limited concurrent rights to the licensed Patent Rights for the terms of the suit. 10.2 In the event SSC has decided to bring suit against an infringer, it shall use reasonable commercial efforts to ▇▇▇▇▇ such infringement. It is understood that the reasonable commercial efforts under this Section 10.2 shall include the filing for injunctive relief and all other actions, which could bring about an early abatement of the infringing activity. Notwithstanding foregoing, SSC shall not enter into any settlement agreement, or take any position in litigation, which adversely impacts ▇▇▇▇▇▇▇'▇ rights under this Agreement without written consent by ▇▇▇▇▇▇▇. During the period commencing with ▇▇▇▇▇▇▇'▇ filing of a complaint for infringement of the Patent Rights or Technical Information and ending on a court's issuance of a final non-appealable decision or other termination of the proceeding, ▇▇▇▇▇▇▇'▇ royalty obligation under Section 3.1f) shall be reduced by fifty percent (50%) and ▇▇▇▇▇▇▇'▇ obligation to pay a minimum annual royalty under Section 3.2 shall be suspended. Notwithstanding the foregoing, ▇▇▇▇▇▇▇'▇ obligation to pay minimum royalties and any reduction in the royalty obligation shall not be effective until and unless ▇▇▇▇▇▇▇ has determined in its sole discretion and in good faith that it's ability to market and sell Licensed Product is materially affected by the alleged infringement. 10.3 In the event ▇▇▇▇▇▇▇ is charged with infringement by a third party for the manufacture, use or sale of Licensed Product, ▇▇▇▇▇▇▇ shall have the right to recover [**] times defend against such charge of infringement, and during the period in which such litigation is pending, ▇▇▇▇▇▇▇ shall have the right to withold up to fifty percent (50%) of the royalties due SSC on sales of the allegedly infringing Licensed Products and apply it against all its legal costs specifically relating to such infringement suit and any costs that AlCana or UBC incur during such suit for which they have received reimbursement from Alnylamlitigation expenses. If, from any amounts obtained from a Third Party as a result of judgment in the litigation or settlement with a third party with or without litigation, ▇▇▇▇▇▇▇ is required to pay royalty and/or other monies to such suitthird party, including without limitation, any costs that the other Parties incur during such suit for which such other Parties have received reimbursement ▇▇▇▇▇▇▇ may thereafter deduct from the Party bringing amount of royalties due SSC on unit sales of the suit. Any amounts obtained in excess Licensed Product charged to infringe, an amount which is the lesser of all royalties and/or other monies paid by ▇▇▇▇▇▇▇ to such third party, or fifty percent (50%) of all royalty payments otherwise payable to SSC on the Net Sales of such amount Licensed Product during Term. 10.4 With respect to SSC, nothing in this Agreement shall be construed as: (a) A warranty or representation that any Patent Rights in the form of patent applications filed or that may be filed disclosing and claiming any aspect of the Included Products will mature into issued patents; or (b) An obligation to bring, defend or prosecute actions or suits against third parties for the infringement of UBC Controlled IP will be divided between the Parties such that the Party bringing the suit receives [**] percent ([**]%), and the other two Parties will each receive [**] percent ([**]%). All Parties agree to be bound by the outcome of a suit for infringement under this Sectionany Patent Rights.

Infringement. Subject 9.1 LICENSOR and LICENSEE shall promptly notify the other in writing if any infringement of the PATENT RIGHTS by a third party is discovered or comes to Sections 7.4.4 and 7.4.5, Alnylam its attention. 9.2 Provided LICENSEE shall within have supplied LICENSOR with reasonable evidence of infringement of the Field PATENT RIGHTS by a third party hereto SELLING material quantities of Use have the exclusive right, but not the obligation, to initiate and maintain, at its expenseproducts in competition with LICENSEE's, an appropriate suit anywhere in the world against any Third Party who at any time is suspected AFFILIATE's, or SUBLICENSEE's SALE of infringing or using without proper authorization all or any portion of UBC Controlled IPLICENSED PRODUCTS hereunder, and shall control any such action for which it exercises such right. Subject to Section 7.4.4, AlCana and UBC agree to cooperate with Alnylam in such action, and Alnylam shall reimburse AlCana and UBC for any reasonable costs such Parties incur as a result of cooperating with such action. Alnylam LICENSEE shall have the right right, at LICENSEE's sole expense, to recover [**] times its legal costs specifically relating to such infringement bring suit and any costs that AlCana or UBC incur during such suit against the infringer for which they have received reimbursement from Alnylam, from any amounts obtained from a Third Party as a result of such suit, including without limitation, any costs that AlCana or UBC incur during such suit for which they have received reimbursement from Alnylam. Any amounts obtained in excess of such amount for the infringement of UBC Controlled IP will be divided between the Parties such that Alnylam receives [**] percent ([**]%), and AlCana and UBC each receive [**] percent ([**]%)PATENT RIGHTS. In the event that damages are awarded LICENSEE has not caused such infringement to terminate (for whatever cause) or initiated legal proceedings against the infringement of multiple patents, some of which are UBC Controlled IP and some of which are not, the Parties shall agree on a reasonable allocation of the damages award to UBC Controlled IP and make the payments described above in accordance with such allocation. Each of AlCana and UBC may bring suit for infringement infringer within three (3) months following receipt or unauthorized use of UBC Controlled IP in the Field of Use, at its own expense, if Alnylam elects not to commence suit under this Section within [**] days giving of notice of such alleged infringement from UBC or AlCana. If AlCana or UBC elects pursuant to bring suit in accordance with this SectionArticle 9.2, then Alnylam may thereafter join that suit at its own expense. The Party bringing the suit LICENSOR shall have the right to recover (but not the obligation), [***] times its legal costs specifically relating to such infringement bring suit and any costs that AlCana or UBC incur during such suit against the infringer for which they have received reimbursement from Alnylam, from any amounts obtained from a Third Party as a result unfringement of such suit, including without limitation, any costs that the other Parties incur during such suit for which such other Parties have received reimbursement from the Party bringing the suitPATENT RIGHTS. Any amounts obtained in excess of such amount for the infringement of UBC Controlled IP will be divided between the Parties such that the Party bringing the suit receives [***] percent (Confidential treatment requested. [***]%) 9.3 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 render reasonable assistance to and cooperate with the party initiating or carrying on such proceedings. 9.4 In the event that either party shall institute suit or other legal proceedings to enforce the PATENT RIGHTS, it shall have sole control of such suit and the other two Parties will each receive party shall be entitled to be represented in any such suit by counsel of its choosing, at its sole expense. 9.5 [**] percent *] 9.6 All damages, settlements and awards made or obtained in connection with any suit or other legal proceeding under this Article 9 shall be shared among the parties as follows: (a) The party initiating the suit shall [***] in the event that the suit or other legal proceeding is initiated by LICENSEE but is later assumed, under Article 9.5, by LICENSOR, LICENSEE shall [***]%) (b) If the LICENSEE initiated the suit and prosecuted it to its conclusion, [***] (c) In all other circumstances other than that described in Article 9.6 (b) above, LICENSOR and LICENSEE shall divide the balance of any damages, settlements and awards [***] to LICENSOR and [***] to LICENSEE. All Parties agree to be bound by the outcome of a suit for infringement under this Section.[***] Confidential treatment requested. [***]

Infringement. Subject (1) Each Party shall promptly notify the other in writing of any conflicting use or apparent act of infringement or appropriation of any Burcon Technology or Burcon Patent Rights by any Person which comes to Sections 7.4.4 and 7.4.5its attention. (2) As long as the Exclusive License is in effect, Alnylam the Corporation shall within the Field of Use have the exclusive right, but not the obligation, at its expense, to initiate bring suit in its own name, or if required by law, jointly with Burcon, at the Corporation’s expense and maintainon its own behalf, for infringement of Burcon’s Patent Rights or mis-appropriation of Burcon Technology, provided that Burcon shall have the right to participate in and control any aspect of any such suit which relates to the validity of any patent included in Burcon’s Patent Rights or Burcon Improvements. In any such suit brought by the Corporation to collect damages, profits and awards of whatever nature for such infringement, the Corporation shall be entitled, subject to the provisions of this Section 6.1(2), to certain damages collected under such suit. In connection with such suit, the Corporation also has the right to settle any claim or suit for infringement with the prior written consent of Burcon, which consent will not be unreasonably withheld and provided that, in the reasonable opinion of Burcon’s counsel, such action shall not jeopardize any Burcon Technology or Burcon Improvements. Any money obtained from damages, profits, awards, settlements or sublicense granted to an accused infringer by the Corporation will be paid out in the following order: [commercially sensitive information redacted]. [commercially sensitive information redacted]. (3) If the Corporation does not elect to pursue a suit for infringement by giving written notice to that effect to Burcon within sixty (60) days of a notice of conflicting use or apparent act of infringement or appropriation being given by either party under Section 6.1(1), or if the Corporation otherwise fails to pursue such a suit to Burcon’s reasonable satisfaction, or at any time if the Non-Exclusive License is in effect, Burcon shall have the right, but not the obligation, at its expense, an appropriate suit anywhere to take such steps as it may consider necessary to terminate any infringement or appropriation. If Burcon has chosen to take steps to terminate the infringement or appropriation, the Corporation shall take such steps as may be reasonably requested by Burcon to assist Burcon in the world against any Third Party who at any time is suspected of infringing terminating such infringement or using without proper authorization all or any portion of UBC Controlled IP, appropriation and shall control take any such action for which it or proceeding reasonably requested by Burcon, at the expense of Burcon. If Burcon exercises such right. Subject to Section 7.4.4, AlCana and UBC agree to cooperate with Alnylam in such action, and Alnylam shall reimburse AlCana and UBC for any reasonable costs such Parties incur as a result of cooperating with such action. Alnylam shall have the its right to recover [**] times its legal costs specifically relating take such steps as it may consider necessary to such terminate or settle any infringement suit and any costs that AlCana or UBC incur during such suit for which they have received reimbursement from Alnylam, from any amounts obtained from a Third Party as a result of such suit, including without limitation, any costs that AlCana or UBC incur during such suit for which they have received reimbursement from Alnylam. Any amounts obtained in excess of such amount for the infringement of UBC Controlled IP will be divided between the Parties such that Alnylam receives [**] percent ([**]%appropriation under this Section 6.1(3), and AlCana and UBC each receive [**] percent ([**]%)Burcon shall be entitled to certain damages collected in connection therewith. In If the event that damages are awarded for the infringement of multiple patents, some of which are UBC Controlled IP and some of which are not, the Parties shall agree on a reasonable allocation resolution or settlement of the damages award to UBC Controlled IP and make the payments described above in accordance with such allocation. Each of AlCana and UBC may bring suit for infringement or unauthorized use of UBC Controlled IP in the Field of Use, at its own expense, if Alnylam elects not to commence suit under this Section within [**] days of notice of such alleged infringement from UBC or AlCana. If AlCana or UBC elects to bring suit pursued by Burcon in accordance with this SectionSection 6.1(3) requires Burcon to grant a sublicense of the Burcon Technology or the Burcon Patent Rights to the accused infringer, then Alnylam may thereafter join that suit at the Corporation will not unreasonably withhold its own expense. The Party bringing the suit shall have the right to recover [**] times its legal costs specifically relating consent to such infringement suit and any costs that AlCana or UBC incur during such suit for which they have received reimbursement from Alnylam, from any amounts sublicense of rights. Any money obtained from a Third damages, profits, awards, settlement or sublicense granted to an accused infringer by Burcon will be paid out in the following order: (4) Subject to the foregoing, each Party as a result of such suitshall cooperate and assist, including without limitationand cause its employees and representatives to assist, any costs that the other Parties incur during such suit for which such other Parties have received reimbursement from Party to the fullest extent possible, at the expense of the Party bringing the suit. Any amounts obtained in excess of such amount for the infringement of UBC Controlled IP will be divided between the Parties such that the Party bringing the suit receives [**] percent ([**]%), and the other two Parties will each receive [**] percent ([**]%). All Parties agree to be bound by the outcome of a suit for infringement regarding an action or proceeding brought under this SectionSection 6.1.

Infringement. Subject to Sections 7.4.4 9.1 Licensee shall inform Northwestern promptly in writing of any alleged infringement of the Patent Rights by a third party and 7.4.5of any available evidence thereof 9.2 During the term of this Agreement, Alnylam Northwestern shall within the Field of Use have the exclusive right, but shall not the obligationbe obligated, to initiate and maintain, prosecute at its expenseown expense all infringements of the Patent Rights and, in furtherance of such right, Licensee hereby agrees that Northwestern may include Licensee as a party plaintiff in such suit, without expense to Licensee. The total cost of any such infringement action commenced or defended solely by Northwestern shall be borne by Northwestern and Northwestern shall keep any recovery or damages for past infringement derived therefrom. 9.3 If within six (6) months after having been notified of any alleged infringement, Northwestern shall have been unsuccessful in persuading the alleged infringer to desist and shall not have brought and shall not be diligently prosecuting an appropriate suit anywhere in the world against any Third Party who infringement action, or if Northwestern shall notify Licensee at any time is suspected prior thereto of infringing or using without proper authorization all or its intention not to bring suit against any portion of UBC Controlled IPalleged infringer, then, and shall control any such action for which it exercises such right. Subject to Section 7.4.4in those events only, AlCana and UBC agree to cooperate with Alnylam in such action, and Alnylam shall reimburse AlCana and UBC for any reasonable costs such Parties incur as a result of cooperating with such action. Alnylam Licensee shall have the right, but shall not be obligated, to prosecute at its own expense any infringement of the Patent Rights, and Licensee may, for such purposes, use the name of Northwestern as party plaintiff; provided, however, that such right to recover [**] times its legal costs specifically relating to bring such infringement action shall remain in effect only for so long as the license ranted herein remains exclusive. No settlement, consent judgment or other voluntary final disposition of the suit and may be entered into without the consent of Northwestern, which consent shall not unreasonably be withheld. Licensee shall indemnify Northwestern against any order for costs that AlCana may be made against Northwestern in such proceedings. Licensee shall keep any recovery or UBC incur during damages for past infringement derived therefrom; provided, however, that such suit for which they have received reimbursement from Alnylamrecovery, from any amounts obtained from a Third Party as a result of such suitless expenses, including without limitationreasonable attorneys' fees, any costs that AlCana or UBC incur during such suit for which they have received reimbursement from Alnylam. Any amounts obtained in excess of such amount shall be treated as Net Sales for the infringement purpose of UBC Controlled IP will be divided between the Parties such that Alnylam receives [**] percent ([**]%), and AlCana and UBC each receive [**] percent ([**]%). calculating running royalties under Paragraph 5.4 9.4 In the event that damages are awarded for the infringement a declaratory judgment action alleging invalidity or noninfringement of multiple patents, some of which are UBC Controlled IP and some of which are not, the Parties shall agree on a reasonable allocation any of the damages award Patent Rights shall be brought against Licensee, Northwestern, at its option, shall have the right, within thirty (30) days after it receives notice of the commencement of such action, to UBC Controlled IP intervene and make take over the payments described above in accordance with such allocation. Each sole defense of AlCana and UBC may bring suit for infringement or unauthorized use of UBC Controlled IP in the Field of Use, action at its own expense. 9.5 In any infringement suit that either Party may institute to enforce the Patent Rights pursuant to this Agreement, if Alnylam elects not the other party hereto shall, at the request and expense of the Party initiating such suit, cooperate in all respects and, to commence suit under the extent possible, have its employees testify when requested and make available relevant records, papers, information, samples, specimens, and the like. 9.6 Licensee, during the term of this Section within [**] days of notice of such alleged infringement from UBC or AlCana. If AlCana or UBC elects to bring suit Agreement, shall have the sole right in accordance with this Section, then Alnylam may thereafter join that suit at its own expensethe terms and conditions herein to sublicense any alleged infringer for future use of the Patent Rights. The Party bringing the suit shall have the right to recover [**] times its legal costs specifically relating to such infringement suit and any costs that AlCana or UBC incur during such suit for which they have received reimbursement from Alnylam, from any amounts obtained from a Third Party Any upfront fees as a result part of such suit, including without limitation, any costs that the a sublicense shall be shared equally between Licensee and Northwestern; other Parties incur during such suit for which such other Parties have received reimbursement from the Party bringing the suit. Any amounts obtained in excess of such amount for the infringement of UBC Controlled IP will royalties shall be divided between the Parties such that the Party bringing the suit receives [**] percent ([**]%), and the other two Parties will each receive [**] percent ([**]%). All Parties agree treated pursuant to be bound by the outcome of a suit for infringement under this SectionParagraph 5.4.

Infringement. Subject 9.1 Each Party agrees to Sections 7.4.4 provide prompt written notice to the other Party of any alleged infringement of the Patent Rights by a third party, and 7.4.5of any available evidence thereof, Alnylam of which it becomes aware. 9.2 During the term of this Agreement, Licensee, to the extent permitted by law, shall within the Field of Use have the exclusive right, but shall not the obligationbe obligated, to initiate prosecute at its own expense all infringements of the Patent Rights and, in furtherance of such right, Northwestern hereby agrees that Licensee may include Northwestern as a party plaintiff in such suit, without expense to Northwestern, provided, however, that such right to bring such infringement action shall remain in effect only for so long as the license granted herein remains exclusive. Prior to commencing any such action, Licensee shall consult with Northwestern and maintainshall consider the view of Northwestern regarding the advisability of the proposed action and its effect on the public interest. No settlement, consent judgment or other voluntary final disposition of the suit may be entered into without the prior written consent of Northwestern. Licensee shall indemnify Northwestern against any order for costs that may be made against Northwestern in such proceedings. Any recovery resulting from an action brought by Licensee shall be distributed as follows: (a) each Party shall be reimbursed for any expenses it incurred in the action; (b) as to ordinary damages for past infringement , Licensee shall receive an amount equal to either (i) its lost profits, (ii) a reasonable royalty on the infringing sales, or (iii) whatever alternative measure of such damages the court shall have applied, and such amount shall be treated as Net Sales for the purpose of calculating running royalties under Section 5.5; and (c) the Parties shall share equally in any additional award, including any special or punitive damages. 9.3 If six (6) months after having become aware of any alleged infringement Licensee has been unsuccessful in persuading the alleged infringer to desist and either has not brought or is not diligently prosecuting an infringement action, or if Licensee shall notify Northwestern at any time of its intention not to bring suit against any alleged infringer, then Northwestern shall have the right, at its expensesole discretion, an appropriate suit anywhere in the world against any Third Party who at any time is suspected of infringing or using without proper authorization all or any portion of UBC Controlled IP, and shall control any such action for which it exercises such right. Subject to Section 7.4.4, AlCana and UBC agree to cooperate with Alnylam in such action, and Alnylam shall reimburse AlCana and UBC for any reasonable costs such Parties incur as a result of cooperating with such action. Alnylam shall have the right to recover [**] times its legal costs specifically relating to prosecute such infringement suit of the Patent Rights under its sole control and any costs that AlCana or UBC incur during such suit for which they have received reimbursement from Alnylam, from any amounts obtained from a Third Party as a result of such suit, including without limitation, any costs that AlCana or UBC incur during such suit for which they have received reimbursement from Alnylam. Any amounts obtained in excess of such amount for the infringement of UBC Controlled IP will be divided between the Parties such that Alnylam receives [**] percent ([**]%), and AlCana and UBC each receive [**] percent ([**]%)at its sole expense. In the event that damages are awarded for the Northwestern elects to prosecute an infringement of multiple patentsany Patent Rights as set forth in this Section 9.3, some then (a) Northwestern shall keep any recovery or damages for past infringement derived therefrom, and (b) Licensee shall not offer to sublicense the infringed Patent Rights to the alleged infringer without Northwestern’s written consent. 9.4 In the event that a declaratory judgment action alleging invalidity, unenforceability, or noninfringement of which are UBC Controlled IP and some of which are not, the Parties shall agree on a reasonable allocation any of the damages award to UBC Controlled IP and make the payments described above in accordance with such allocation. Each of AlCana and UBC may bring suit for infringement Patent Rights shall be brought against Northwestern or unauthorized use of UBC Controlled IP in the Field of UseLicensee, Northwestern, at its own expenseoption, if Alnylam elects not to commence suit under this Section shall have the right, within [**] thirty (30) days of after it receives notice of the commencement of such alleged infringement from UBC or AlCana. If AlCana or UBC elects action, to bring suit in accordance with this Section, then Alnylam may thereafter join that suit intervene and take over the sole defense of the action (but only to the extent of the Patent Rights) at its own expense. The If Northwestern does not exercise this right, Licensee may take over the sole defense of the action at Licensee's sole expense. No settlement, consent judgment or other voluntary final disposition of the action may be entered into without the prior written consent of Northwestern, which shall not be unreasonably withheld. 9.5 In any infringement suit that either Party bringing may institute to enforce the suit Patent Rights pursuant to this Agreement and in any declaratory judgment action that one Party is defending, the other Party hereto shall, at the request and expense of the Party initiating or defending such suit, cooperate in all reasonable respects (including joining as a party if required by law) and, to the extent possible, have its employees testify when requested and make available relevant records, papers, information, samples, specimens, and the like. 9.6 For so long as the license granted herein remains exclusive during the term of this Agreement, Licensee shall have the sole right to recover [**] times its legal costs specifically sublicense any alleged infringer for future use of the Patent Rights in accordance with the terms and conditions of this Agreement relating to such infringement suit and any costs that AlCana or UBC incur during such suit for which they have received reimbursement from Alnylam, from any amounts obtained from a Third Party sublicenses. Any upfront fees as a result part of such suit, including without limitation, any costs that the a sublicense shall be shared equally between Licensee and Northwestern; other Parties incur during revenues to Licensee resulting from such suit for which such other Parties have received reimbursement from the Party bringing the suit. Any amounts obtained in excess of such amount for the infringement of UBC Controlled IP will a sublicense shall be divided between the Parties such that the Party bringing the suit receives [**] percent ([**]%), and the other two Parties will each receive [**] percent ([**]%). All Parties agree treated pursuant to be bound by the outcome of a suit for infringement under this SectionSection 5.6.

Infringement. Subject 13.1 The Parties agree to Sections 7.4.4 and 7.4.5give each other prompt written notice of any infringement or other similar action in or affecting the Territory by a Third Person of the AMIH Marks known to them. 13.2 In the event of such infringement or other similar action, Alnylam shall within LMGC has the Field obligation to protect any of Use have the exclusive right, but not the obligation, to initiate and maintain, at its expense, an appropriate suit anywhere Non-Canadian Marks which LMGC has been using in the world against preceding 12 month period and the Canadian Marks in the Territory and may decide whether or not any Third Party who at any time action is suspected of infringing or using without proper authorization all or any portion of UBC Controlled IP, necessary for such protection and shall control any what such action for which it exercises such rightmight be, taking into account the interests of both Parties. Subject to Section 7.4.4, AlCana and UBC agree to cooperate with Alnylam in such action, and Alnylam shall reimburse AlCana and UBC for any reasonable costs such Parties incur as a result of cooperating with such action. Alnylam shall have LMGC has the right to recover [**] act in its own name or if necessary in the name of AMIH. For the term of this Agreement AMIH hereby LMGC a power of attorney in the form attached hereto as Schedule 3 to act on its behalf if any action in or out of court in connection with such actions is necessary. LMGC will select counsel, to which AMIH has no reasonable objection and AMIH will provide reasonable assistance, including by providing information, documents and things in response to discovery requests, by providing at mutually convenient times its legal costs specifically relating witnesses for discovery, depositions and trial testimony, and by permitting LMGC to cause AMIH to be named as a party plaintiff or co-plaintiff in any litigation. All expenses, including any expenses incurred by AMIH to provide such infringement suit assistance, shall be borne by LMGC and any costs that AlCana or UBC incur during such suit for which they have received reimbursement from Alnylam, from LMGC shall be entitled to any amounts obtained from a Third Party as a result awarded to LMGC or AMIH. LMGC shall not enter into any settlement of such suitactions without the written consent of AMIH, including without limitationwhich consent shall not be unreasonably withheld. 13.3 If any action or proceeding is brought or asserted by LMGC, under the authority granted to it under Article 13.2, LMGC will promptly notify AMIH in writing. AMIH may assume and direct the action or proceeding only provided that LMGC initiates no action or takes no action in such action or proceeding. Upon assumption of the action or proceeding by AMIH, all expenses shall be borne by AMIH and AMIH shall be entitled to any costs that AlCana amounts awarded to LMGC or UBC incur during such suit for which they have received reimbursement from AlnylamAMIH. Any amounts obtained in excess AMIH shall not enter into any settlement of such amount for actions without the infringement written consent of UBC Controlled IP will LMGC, which consent shall not be divided between the Parties such that Alnylam receives [**] percent ([**]%), and AlCana and UBC each receive [**] percent ([**]%). In the event that damages are awarded for the infringement of multiple patents, some of which are UBC Controlled IP and some of which are not, the Parties shall agree on a reasonable allocation of the damages award to UBC Controlled IP and make the payments described above in accordance with such allocation. Each of AlCana and UBC may bring suit for infringement or unauthorized use of UBC Controlled IP in the Field of Use, at its own expense, if Alnylam elects not to commence suit under this Section within [**] days of notice of such alleged infringement from UBC or AlCana. If AlCana or UBC elects to bring suit in accordance with this Section, then Alnylam may thereafter join that suit at its own expense. The Party bringing the suit shall have the right to recover [**] times its legal costs specifically relating to such infringement suit and any costs that AlCana or UBC incur during such suit for which they have received reimbursement from Alnylam, from any amounts obtained from a Third Party as a result of such suit, including without limitation, any costs that the other Parties incur during such suit for which such other Parties have received reimbursement from the Party bringing the suit. Any amounts obtained in excess of such amount for the infringement of UBC Controlled IP will be divided between the Parties such that the Party bringing the suit receives [**] percent ([**]%), and the other two Parties will each receive [**] percent ([**]%). All Parties agree to be bound by the outcome of a suit for infringement under this Sectionunreasonably withheld.

Infringement. Subject 13.1 The Parties agree to Sections 7.4.4 and 7.4.5give each other prompt written notice of any infringement or other similar action in or affecting the Territory by a Third Person of the AMIH Marks known to them. 13.2 In the event of such infringement or other similar action, Alnylam shall within LMGC has the Field obligation to protect any of Use have the exclusive right, but not the obligation, to initiate and maintain, at its expense, an appropriate suit anywhere Non-Canadian Marks which LMGC has been using in the world against preceding 12 month period and the Canadian Marks in the Territory and may decide whether or not any Third Party who at any time action is suspected of infringing or using without proper authorization all or any portion of UBC Controlled IP, necessary for such protection and shall control any what such action for which it exercises such rightmight be, taking into account the interests of both Parties. Subject to Section 7.4.4, AlCana and UBC agree to cooperate with Alnylam in such action, and Alnylam shall reimburse AlCana and UBC for any reasonable costs such Parties incur as a result of cooperating with such action. Alnylam shall have LMGC has the right to recover [**] act in its own name or if necessary in the name of AMIH. For the term of this Agreement AMIH hereby gives LMGC a power of attorney in the form attached hereto as Schedule 3 to act on its behalf if any action in or out of court in connection with such actions is necessary. LMGC will select counsel, to which AMIH has no reasonable objection and AMIH will provide reasonable assistance, including by providing information, documents and things in response to discovery requests, by providing at mutually convenient times its legal costs specifically relating witnesses for discovery, depositions and trial testimony, and by permitting LMGC to cause AMIH to be named as a party plaintiff or co-plaintiff in any litigation. All expenses, including any expenses incurred by AMIH to provide such infringement suit assistance, shall be borne by LMGC and any costs that AlCana or UBC incur during such suit for which they have received reimbursement from Alnylam, from LMGC shall be entitled to any amounts obtained from a Third Party as a result awarded to LMGC or AMIH. LMGC shall not enter into any settlement of such suitactions without the written consent of AMIH, including without limitationwhich consent shall not be unreasonably withheld. 13.3 If any action or proceeding is brought or asserted by LMGC, under the authority granted to it under Article 13.2, LMGC will promptly notify AMIH in writing. AMIH may assume and direct the action or proceeding only provided that LMGC initiates no action or takes no action in such action or proceeding. Upon assumption of the action or proceeding by AMIH, all expenses shall be borne by AMIH and AMIH shall be entitled to any costs that AlCana amounts awarded to LMGC or UBC incur during such suit for which they have received reimbursement from AlnylamAMIH. Any amounts obtained in excess AMIH shall not enter into any settlement of such amount for actions without the infringement written consent of UBC Controlled IP will LMGC, which consent shall not be divided between the Parties such that Alnylam receives [**] percent ([**]%), and AlCana and UBC each receive [**] percent ([**]%). In the event that damages are awarded for the infringement of multiple patents, some of which are UBC Controlled IP and some of which are not, the Parties shall agree on a reasonable allocation of the damages award to UBC Controlled IP and make the payments described above in accordance with such allocation. Each of AlCana and UBC may bring suit for infringement or unauthorized use of UBC Controlled IP in the Field of Use, at its own expense, if Alnylam elects not to commence suit under this Section within [**] days of notice of such alleged infringement from UBC or AlCana. If AlCana or UBC elects to bring suit in accordance with this Section, then Alnylam may thereafter join that suit at its own expense. The Party bringing the suit shall have the right to recover [**] times its legal costs specifically relating to such infringement suit and any costs that AlCana or UBC incur during such suit for which they have received reimbursement from Alnylam, from any amounts obtained from a Third Party as a result of such suit, including without limitation, any costs that the other Parties incur during such suit for which such other Parties have received reimbursement from the Party bringing the suit. Any amounts obtained in excess of such amount for the infringement of UBC Controlled IP will be divided between the Parties such that the Party bringing the suit receives [**] percent ([**]%), and the other two Parties will each receive [**] percent ([**]%). All Parties agree to be bound by the outcome of a suit for infringement under this Sectionunreasonably withheld.

Infringement. Subject 10.1 Each Party agrees to Sections 7.4.4 and 7.4.5, Alnylam shall within provide prompt written notice to the other Party of any alleged infringement of the Patent Rights in the Field by a third party, and of Use any available evidence thereof, of which it becomes aware. 10.2 During the term of this Agreement, Licensee, to the extent permitted by law, shall have the exclusive right, but shall not the obligationbe obligated, to initiate prosecute at its own expense all infringements of the Licensed Technology in the Field and, in furtherance of such right, Northwestern hereby agrees that Licensee may include Northwestern as a party plaintiff in such suit, without expense to Northwestern, provided, however, that such right to bring such infringement action shall remain in effect only for so long as the license granted herein remains exclusive. Prior to commencing any such action, Licensee shall consult with Northwestern and maintainshall consider the view of Northwestern regarding the advisability of the proposed action and its effect on the public interest. No settlement, consent judgment or other voluntary final disposition of the suit may be entered into without the prior written consent of Northwestern. Licensee shall indemnify Northwestern against any order for costs that may be made against Northwestern in such proceedings. Any recovery resulting from an action brought by Licensee shall be distributed as follows: (a) each Party shall be reimbursed for any expenses it incurred in the action; (b) as to ordinary damages for past infringement , Licensee shall receive an amount equal to either (i) its lost profits, (ii) a reasonable royalty on the infringing sales, or (iii) whatever alternative measure of such damages the court shall have applied, and such amount shall be treated as Net Sales for the purpose of calculating running royalties under Section 5.5; and (c) the Parties shall share equally in any additional award, including any special or punitive damages. 10.3 If six (6) months after having become aware of any alleged infringement Licensee has been unsuccessful in persuading the alleged infringer to desist and either has not brought or is not diligently prosecuting an infringement action, or if Licensee shall notify Northwestern at any time of its intention not to bring suit against any alleged infringer, then Northwestern shall have the right, at its expensesole discretion, an appropriate suit anywhere in the world against any Third Party who at any time is suspected of infringing or using without proper authorization all or any portion of UBC Controlled IP, and shall control any such action for which it exercises such right. Subject to Section 7.4.4, AlCana and UBC agree to cooperate with Alnylam in such action, and Alnylam shall reimburse AlCana and UBC for any reasonable costs such Parties incur as a result of cooperating with such action. Alnylam shall have the right to recover [**] times its legal costs specifically relating to prosecute such infringement suit of the Licensed Technology under its sole control and any costs that AlCana or UBC incur during such suit for which they have received reimbursement from Alnylam, from any amounts obtained from a Third Party as a result of such suit, including without limitation, any costs that AlCana or UBC incur during such suit for which they have received reimbursement from Alnylam. Any amounts obtained in excess of such amount for the infringement of UBC Controlled IP will be divided between the Parties such that Alnylam receives [**] percent ([**]%), and AlCana and UBC each receive [**] percent ([**]%)at its sole expense. In the event that damages are awarded for the Northwestern elects to prosecute an infringement of multiple patentsany Licensed Technology as set forth in this Section 10.3, some then (a) Northwestern shall keep any recovery or damages for past infringement derived therefrom, and (b) Licensee shall not offer to sublicense the infringed Licensed Technology to the alleged infringer without Northwestern’s written consent. 10.4 In the event that a declaratory judgment action alleging invalidity, unenforceability, or noninfringement of which are UBC Controlled IP and some of which are not, the Parties shall agree on a reasonable allocation any of the damages award to UBC Controlled IP and make the payments described above in accordance with such allocation. Each of AlCana and UBC may bring suit for infringement Licensed Technology shall be brought against Northwestern or unauthorized use of UBC Controlled IP in the Field of UseLicensee, Northwestern, at its own expenseoption, if Alnylam elects not to commence suit under this Section shall have the right, within [**] thirty (30) days of after it receives notice of the commencement of such alleged infringement from UBC or AlCana. If AlCana or UBC elects action, to bring suit in accordance with this Section, then Alnylam may thereafter join that suit intervene and take over the sole defense of the action (but only to the extent of the Licensed Technology) at its own expense. The If Northwestern does not exercise this right, Licensee may take over the sole defense of the action at Licensee's sole expense. No settlement, consent judgment or other voluntary final disposition of the action may be entered into without the prior written consent of Northwestern, which shall not be unreasonably withheld. 10.5 In any infringement suit that either Party bringing may institute to enforce the suit Licensed Technology in the Field pursuant to this Agreement and in any declaratory judgment action that one Party is defending, the other Party hereto shall, at the request and expense of the Party initiating or defending such suit, cooperate in all reasonable respects (including joining as a party if required by law) and, to the extent possible, have its employees testify when requested and make available relevant records, papers, information, samples, specimens, and the like. 10.6 For so long as the license granted herein remains exclusive during the term of this Agreement, Licensee shall have the sole right to recover [**] times its legal costs specifically sublicense any alleged infringer for future use of the Licensed Technology in the Field in accordance with the terms and conditions of this Agreement relating to such infringement suit and any costs that AlCana or UBC incur during such suit for which they have received reimbursement from Alnylam, from any amounts obtained from a Third Party sublicenses. Any upfront fees as a result part of such suit, including without limitation, any costs that the a sublicense shall be shared equally between Licensee and Northwestern; other Parties incur during revenues to Licensee resulting from such suit for which such other Parties have received reimbursement from the Party bringing the suit. Any amounts obtained in excess of such amount for the infringement of UBC Controlled IP will a sublicense shall be divided between the Parties such that the Party bringing the suit receives [**] percent ([**]%), and the other two Parties will each receive [**] percent ([**]%). All Parties agree treated pursuant to be bound by the outcome of a suit for infringement under this SectionSection 5.6.

Infringement. Subject to Sections 7.4.4 (a) The Vendor agrees that it shall defend, indemnify and 7.4.5, Alnylam shall within the Field of Use have the exclusive right, but not the obligation, to initiate and maintain, at its expense, an appropriate suit anywhere in the world against any Third Party who at any time is suspected of infringing or using without proper authorization all or any portion of UBC Controlled IP, and shall control any such action for which it exercises such right. Subject to Section 7.4.4, AlCana and UBC agree to cooperate with Alnylam in such action, and Alnylam shall reimburse AlCana and UBC for any reasonable costs such Parties incur as a result of cooperating with such action. Alnylam shall have the right to recover [**] times its legal costs specifically relating to such infringement suit and any costs that AlCana or UBC incur during such suit for which they have received reimbursement from Alnylam, from any amounts obtained from a Third Party as a result of such suit, including without limitation, any costs that AlCana or UBC incur during such suit for which they have received reimbursement from Alnylam. Any amounts obtained in excess of such amount for the infringement of UBC Controlled IP will be divided between the Parties such that Alnylam receives [**] percent ([**]%), and AlCana and UBC each receive [**] percent ([**]%). In the event that damages are awarded for the infringement of multiple patents, some of which are UBC Controlled IP and some of which are not, the Parties shall agree on a reasonable allocation of the damages award to UBC Controlled IP and make the payments described above in accordance with such allocation. Each of AlCana and UBC may bring suit for infringement or unauthorized use of UBC Controlled IP in the Field of Usehold harmless, at its own expense, if Alnylam elects not to commence suit all suits and claims against the Owner for infringement or violation of any patent, trademark, copyright, trade secret or other intellectual property rights of any third party enforceable in the United States or in any other territory where Vendor has approved the deployment or use of Products under this Section within [**] days of notice of such Contract (collectively, "Intellectual Property Rights"), covering, or alleged infringement from UBC to cover, the Products or AlCana. If AlCana or UBC elects to bring suit in accordance with this Section, then Alnylam may thereafter join that suit at its own expenseany component thereof. The Party bringing the suit Vendor agrees that it shall have the right to recover [**] times its legal costs specifically relating to such infringement suit and any costs that AlCana or UBC incur during such suit for which they have received reimbursement from Alnylam, from any amounts obtained from a Third Party as a result of such suitpay all sums, including without limitation, reasonable attorneys' fees and other costs incurred at Vendor's written request or authorization, which, in defense of, by final judgment or decree, or in settlement of any costs suit or claim to which the Vendor agrees, may be assessed against, or incurred by, the Owner on account of such infringement or violation, provided that the Owner shall cooperate in all reasonable respects with the Vendor and its attorneys in the investigation, trial and defense of such lawsuit or action and any appeal arising therefrom; provided, however, that the Owner may, at its own cost, participate in the investigation, trial and defense of such lawsuit or action and any appeal arising therefrom. The parties shall cooperate with each other Parties incur during in any notifications to insurers. If a claim for Losses (a "Claim") is to be made by a party entitled to indemnification hereunder against the Vendor, the party claiming such suit indemnification shall give written notice (a "Claim Notice") to the Vendor as soon as practicable after the party entitled to indemnification becomes aware of any fact, condition or event which may give rise to Losses for which indemnification may be sought under this Agreement, provided, however, no delay on the part of the Owner in notifying the Vendor shall relieve the Vendor from any obligation hereunder unless (and then solely to the extent) the Vendor is thereby materially prejudiced. If any lawsuit or enforcement action is filed against any party entitled to the benefit of indemnity hereunder, written notice thereof shall be given to the Vendor as promptly as practicable (and in any event within fifteen (15) calendar days after the service of the citation or summons). The Vendor shall be entitled, if it so elects, (i) to defend such other Parties have received reimbursement from lawsuit or action, (ii) to employ and engage attorneys of its own choice to handle and defend the Party bringing same, at the suitVendor's cost, risk and expense, and (iii) to compromise or settle such Claim, which compromise or settlement shall be made only with the written consent of the Owner (which may not be unreasonably withheld), unless such compromise or settlement includes an unconditional release of any claims against the Owner in which event such written consent of the Owner shall not be required. Any amounts obtained in excess If the Vendor fails to assume the defense of such amount Claim within fifteen (15) calendar days after receipt of the Claim Notice, the Owner against which such Claim has been asserted will (upon delivering notice to such effect to the Vendor) have the right to undertake, at the Vendor's cost and expense, the defense, compromise or settlement of such Claim on behalf of and for the infringement account and risk of UBC Controlled IP the Vendor. In the event the Owner assumes the defense of the Claim, the Owner will keep the Vendor reasonably informed of the progress of any such defense, compromise or settlement. The Vendor shall be divided between the Parties such that the Party bringing the suit receives [**] percent liable for any settlement of any action effected pursuant to and in accordance with this Agreement and for any final judgment ([**]%subject to any right of appeal), and the other two Parties will each receive [**] percent Vendor agrees to indemnify and hold harmless the Owner from and against any Losses by reason of such settlement or judgment. ([**]%). All Parties agree b) The Vendor's obligation under this subsection shall not extend to be bound alleged infringements or violations that arise because the Products provided by the outcome of a suit for infringement under this SectionVendor are used in combination with other products furnished by third parties and where any such combination was not installed, recommended or approved by the Vendor.

Infringement. Subject 7.1 CONSORTIUM shall inform NEOMAGIC promptly in writing of any alleged or potential infringement of the Patent Rights by a third party which comes to Sections 7.4.4 its attention and 7.4.5of any available evidence thereof. Similarly, Alnylam NEOMAGIC shall within inform CONSORTIUM promptly in writing of any alleged infringement of the Field Patent Rights by a third party which comes to its attention and of Use any available evidence thereof. 7.2 NEOMAGIC shall have the exclusive right, but shall not the obligationbe obligated, to initiate and maintain, at its expense, an appropriate suit anywhere in the world against any Third Party who at any time is suspected of infringing or using without proper authorization all or any portion of UBC Controlled IP, and shall control any such action for which it exercises such right. Subject to Section 7.4.4, AlCana and UBC agree to cooperate with Alnylam in such action, and Alnylam shall reimburse AlCana and UBC for any reasonable costs such Parties incur as a result of cooperating with such action. Alnylam shall have the right to recover [**] times its legal costs specifically relating to such infringement suit and any costs that AlCana or UBC incur during such suit for which they have received reimbursement from Alnylam, from any amounts obtained from a Third Party as a result of such suit, including without limitation, any costs that AlCana or UBC incur during such suit for which they have received reimbursement from Alnylam. Any amounts obtained in excess of such amount for the infringement of UBC Controlled IP will be divided between the Parties such that Alnylam receives [**] percent ([**]%), and AlCana and UBC each receive [**] percent ([**]%). In the event that damages are awarded for the infringement of multiple patents, some of which are UBC Controlled IP and some of which are not, the Parties shall agree on a reasonable allocation of the damages award to UBC Controlled IP and make the payments described above in accordance with such allocation. Each of AlCana and UBC may bring suit for infringement or unauthorized use of UBC Controlled IP in the Field of Use, prosecute at its own expense, if Alnylam elects not to commence suit under this Section within [**] days at any time, any infringement of notice the Patent Rights, and NEOMAGIC may, for such purposes, use the name of such alleged infringement from UBC or AlCana. If AlCana or UBC elects to bring suit CONSORTIUM as party plaintiff in accordance with this Section, then Alnylam may thereafter join that suit at its own expense. The Party bringing the suit shall have the right to recover [**] times its legal costs specifically relating to such infringement suit and any costs that AlCana or UBC incur during such suit for which they have received reimbursement from Alnylam, from any amounts obtained from a Third Party as a result of such suit, including without limitation, expense to CONSORTIUM. The total cost of any costs that the other Parties incur during such suit for which such other Parties have received reimbursement from the Party bringing the suit. Any amounts obtained in excess of such amount for the infringement of UBC Controlled IP will action commenced or defended by NEOMAGIC shall be borne by NEOMAGIC and any recovery or damages derived therefrom shall be divided between the Parties such that the Party bringing the suit receives [**] NEOMAGIC and CONSORTIUM as follows: eighty-four percent ([**]84%) to NEOMAGIC and sixteen percent (16%) to CONSORTIUM (or eighty-nine percent (89%) to NEOMAGIC and eleven percent (11%) to CONSORTIUM, if CONSORTIUM was not involved, in any way, in the introduction of, or any negotiation with, the third party), provided that all expenses described in 1.8(i) - (iv) related to such recovery paid or payable by NEOMAGIC shall first be reimbursed to NEOMAGIC. CONSORTIUM shall assist NEOMAGIC in defending against any counter suit resulting from such proceedings, while NEOMAGIC will be responsible for paying any costs resulting from an order or judgment that may be made against NEOMAGIC or CONSORTIUM in such proceedings. Other than reimbursement for expenses and payments as described above in this Section 7.2, Consortium will receive no fees or other compensation for services rendered in support of any litigation or court action. Consortium further agrees that any settlement in NEOMAGIC’s favor related to its current litigation with Trident Microsystems, Inc. will be fully excluded from any payment or settlement and, as such, is fully excluded from all consideration under this Agreement. 7.3 In any infringement suit either party may institute to enforce the Patent Rights pursuant to this Agreement, the other party hereto shall, at the request of the party initiating such suit, cooperate in all respects and, to the extent possible, have its employees testify when requested and make available relevant records, papers, information, samples, specimens, and the other two Parties will each receive [**] percent ([**]%). All Parties agree to be bound by the outcome of a suit for infringement under this Sectionlike.

Infringement. Subject 6.1 In the event that any Party determines that a third party is making, using or selling a product that may infringe Patents, it will promptly notify the other Parties in writing. LICENSEE may elect, with the prior written consent of FOUNDATION (and IRCM if applicable) to Sections 7.4.4 bring suit against such alleged infringer. Such election must be made within [**] days of receipt of said written consent from FOUNDATION (and 7.4.5, Alnylam shall within the Field of Use have the exclusive right, but not the obligation, to initiate and maintain, at its expense, an appropriate suit anywhere in the world against any Third Party who at any time is suspected of infringing or using without proper authorization all or any portion of UBC Controlled IP, and shall control any such action for which it exercises such rightIRCM if applicable). Subject to Section 7.4.4, AlCana and UBC agree to cooperate with Alnylam All recoveries in such action, suit shall belong to LICENSEE except that FOUNDATION (and Alnylam shall reimburse AlCana and UBC for any reasonable costs such Parties incur as a result of cooperating with such action. Alnylam IRCM if applicable) shall have the right to recover [**] times its legal costs specifically relating elect to such infringement suit and any costs that AlCana or UBC incur during such suit for which they have received reimbursement from Alnylam, from any amounts obtained from a Third Party as a result of such suit, including without limitation, any costs that AlCana or UBC incur during such suit for which they have received reimbursement from Alnylam. Any amounts obtained in excess of such amount for the infringement of UBC Controlled IP will be divided between the Parties such that Alnylam receives pay up to [**] percent ([**]%), and AlCana and UBC each receive [**] percent ([**]%). In the event that damages are awarded for the infringement of multiple patents, some of which are UBC Controlled IP and some of which are not, the Parties shall agree on a reasonable allocation ) of the damages award litigation costs and receive a percentage of any recovery equal to UBC Controlled IP the percentage of litigation costs paid. FOUNDATION (and IRCM if applicable) must make the payments described above in accordance with such allocation. Each of AlCana and UBC may bring suit for infringement or unauthorized use of UBC Controlled IP in the Field of Use, at its own expense, if Alnylam elects not to commence suit under this Section election within [**] days of its receipt of notice of such alleged infringement from UBC or AlCana. If AlCana or UBC elects that LICENSEE has elected to bring suit suit. FOUNDATION (and IRCM if applicable) shall also have the right to choose to be represented by separate counsel in accordance with this Section, then Alnylam may thereafter join that any such suit at its own expense. The Party bringing Such expense for separate counsel shall not be considered as part of “litigation costs” for purposes of determining FOUNDATION’s share of any recovery in accordance with the sentence above. If LICENSEE elects not to bring a suit against the alleged infringer, it shall promptly notify FOUNDATION of that fact and FOUNDATION (and IRCM if applicable) shall have the right to recover [**] times commence such actions at its legal costs specifically relating own cost and expense, in which case any recoveries shall belong to FOUNDATION (and IRCM if applicable). In such infringement suits by FOUNDATION (and IRCM if applicable), LICENSEE shall have rights of participation and recovery that are the same as FOUNDATION rights as provided above when LICENSEE elects to ▇▇▇. 6.2 Regardless of which Party controls a suit brought against an infringer, all Parties shall participate in any settlement discussions and any costs that AlCana or UBC incur during such suit for which they have received reimbursement from Alnylam, from any amounts obtained from a Third Party as a result of such suit, including without limitation, any costs that the other Parties incur during such suit for which such other Parties have received reimbursement from the Party bringing the suit. Any amounts obtained in excess of such amount for the infringement of UBC Controlled IP each will be divided between the Parties such that the Party bringing the suit receives [**] percent ([**]%), and the other two Parties will each receive [**] percent ([**]%). All Parties agree a signatory to be bound by the outcome of a suit for infringement under this Sectionany settlement agreement.

Infringement. Subject to Sections 7.4.4 9.1 LICENSEE and 7.4.5, Alnylam PRINCETON shall promptly inform the other in writing of any alleged infringement of which it shall have notice by a third party or any patents within the Field Patent Rights and provide such other with any available evidence of Use infringement. 9.2 During the term of this Agreement, LICENSEE shall have the exclusive right, but shall not the obligationbe obligated, to initiate and maintain, prosecute at its expenseown expense any such infringements of the Patent Rights and, an appropriate suit anywhere in furtherance of such rights, PRINCETON hereby agrees that LICENSEE may join PRINCETON as a party plaintiff in any such suit, without expense to PRINCETON. The total cost of any such infringement action commenced or defended solely by LICENSEE shall be borne by LICENSEE, and LICENSEE shall keep any recovery or damages for past infringement derived therefrom, except for that portion to be paid to PRINCETON pursuant to Article IV hereof. Princeton shall make the inventors available and cooperate in the world litigation. No settlement, consent judgment or other voluntary final disposition of the suit may be entered into without the consent of PRINCETON, which consent shall not unreasonably be withheld. LICENSEE shall indemnify PRINCETON against any Third Party who order for costs that may be made against PRINCETON in such proceedings. 9.3 If within eighteen (18) 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 PRINCETON at any time is suspected prior thereto of infringing or using without proper authorization all or its intention not to bring suit against any portion of UBC Controlled IPalleged infringer, then, and shall control any such action for which it exercises such right. Subject to Section 7.4.4in those events only, AlCana and UBC agree to cooperate with Alnylam in such action, and Alnylam shall reimburse AlCana and UBC for any reasonable costs such Parties incur as a result of cooperating with such action. Alnylam PRINCETON shall have the right right, but shall not be obligated, to recover [**] times prosecute at its legal costs specifically relating to such infringement suit and own expense any costs that AlCana or UBC incur during such suit for which they have received reimbursement from Alnylam, from any amounts obtained from a Third Party as a result of such suit, including without limitation, any costs that AlCana or UBC incur during such suit for which they have received reimbursement from Alnylam. Any amounts obtained in excess of such amount for the infringement of UBC Controlled IP will be divided between the Parties such that Alnylam receives [**] percent ([**]%)Patent Rights, and AlCana and UBC each receive [**] percent ([**]%). PRINCETON may, for such purposes, use the name of LICENSEE as party plaintiff. 9.4 In the event that LICENSEE shall undertake the enforcement and/or defense of the Patent Rights by litigation, LICENSEE may withhold up to fifty percent (50%) of the royalties otherwise thereafter due PRINCETON hereunder and apply the same toward reimbursement of its expenses, including reasonable attorneys' fees, in connection therewith. Any recovery of damages are awarded by LICENSEE for any such suit shall be applied first in satisfaction with any unreimbursed expenses and legal fees of LICENSEE relating to the suit, and next toward reimbursement of PRINCETON for any royalties past due or withheld and applied pursuant to this Article IX. 9.5 In any infringement of multiple patents, some of which are UBC Controlled IP and some of which are notsuit that either party may institute to enforce the Patent Rights pursuant to this Agreement, the Parties shall agree on a reasonable allocation other party shall, at the request and expense of the damages award party initiating such suit, cooperate in all respects and, to UBC Controlled IP the extent possible, have its employees testify when requested and make available relevant records, papers, information, samples, specimens, and the payments described above like. 9.6 LICENSEE, during the exclusive period of this Agreement, shall have the sole right in accordance with such allocation. Each of AlCana the terms and UBC may bring suit for infringement or unauthorized use of UBC Controlled IP in conditions herein to sublicense any alleged infringer under the Field of Use, at its own expense, if Alnylam elects not to commence suit under this Section within [**] days of notice of such alleged infringement from UBC or AlCana. If AlCana or UBC elects to bring suit in accordance with this Section, then Alnylam may thereafter join that suit at its own expense. The Party bringing the suit shall have the right to recover [**] times its legal costs specifically relating to such infringement suit and any costs that AlCana or UBC incur during such suit for which they have received reimbursement from Alnylam, from any amounts obtained from a Third Party as a result of such suit, including without limitation, any costs that the other Parties incur during such suit for which such other Parties have received reimbursement from the Party bringing the suit. Any amounts obtained in excess of such amount for the infringement of UBC Controlled IP will be divided between the Parties such that the Party bringing the suit receives [**] percent ([**]%), and the other two Parties will each receive [**] percent ([**]%). All Parties agree to be bound by the outcome of a suit for infringement under this SectionPatent Rights.

Infringement. Subject (a) If either RMSA or Real Media USA become aware of any unauthorized use or infringement by any third party of any Technology in Switzerland, each of them will promptly notify the other. Following such notification, Real Media USA and RMSA shall for the period of 21 days following such notification attempt in good faith to Sections 7.4.4 and 7.4.5agree what action should be taken and: (i) if either Real Media USA or RMSA wants to take action to prevent such infringement continuing (the "Proceeding Party") but the other party declines to take action (the "Declining Party"), Alnylam the Proceeding Party shall within be entitled upon the Field expiration of Use have the exclusive right, but not the obligation, to initiate and maintain, at its expense, an appropriate suit anywhere in the world against any Third Party who such period or at any time is suspected thereafter to proceed at its discretion and shall pay the costs of infringing the action and retain any amounts recovered, and the Declining Party shall provide reasonable co-operation and assistance in connection with such action at the Proceeding Party's cost; or using without proper authorization all (ii) if both Real Media USA and RMSA want to take action but they cannot agree on the form of action to take within such period, RMSA shall be solely entitled to bring any claim for infringement by any third party in respect of the use of the Technology in Switzerland and retain any amounts recovered, and Real Media USA shall at its own cost provide such reasonable co-operation and assistance as may be requested by RMSA in connection with any such action. (b) If RMSA or Real Media USA become aware of any assertion by any third party that RMSA's use of any Technology constitutes patent, copyright, or trade secret infringement, or any portion other tortious act, each of UBC Controlled IP, and shall control them will promptly notify the other. (c) In the event that such any such action for which it exercises such right. Subject to Section 7.4.4, AlCana and UBC agree to cooperate with Alnylam assertion as described in such action, and Alnylam shall reimburse AlCana and UBC for any reasonable costs such Parties incur as sub-paragraph (b) of this Clause 9 results in a result of cooperating with such action. Alnylam claim being brought in Switzerland against RMSA: (i) RMSA shall have the right at its discretion to recover [**] times its legal defend any such claim and shall be responsible for paying the costs specifically relating of the defense; and (ii) Real Media USA shall provide reasonable co-operation and assistance to such infringement suit and any costs that AlCana or UBC incur during such suit for which they have received reimbursement from Alnylam, from any amounts obtained from a Third Party as a result RMSA in connection with the defense of such suitclaim, including without limitation, provided that RMSA shall not be entitled to settle any costs that AlCana claim or UBC incur during such suit for which they have received reimbursement from Alnylam. Any amounts obtained make any admission in excess respect of such amount claim which would prejudice Real Media USA's ownership of the Technology without the written consent of Real Media USA. If Real Media USA declines to give consent within 21 days of a request made by the RMSA in circumstances where RMSA wish to settle a claim or make an admission as described in the preceding sentence, Real Media USA shall have conduct of and shall be responsible for bearing all the infringement costs of UBC Controlled IP will be divided between the Parties defense of such that Alnylam receives [**] percent claim as of the expiration of such 21 day period. ([**]%), and AlCana and UBC each receive [**] percent ([**]%). d) In the event that damages are awarded for the infringement any such assertion as described in sub-paragraph (b) of multiple patents, some of which are UBC Controlled IP and some of which are notthis Clause 9 results in a claim being brought in Switzerland against Real Media USA, the Parties following shall agree on a reasonable allocation of the damages award to UBC Controlled IP and make the payments described above in accordance with such allocation. Each of AlCana and UBC may bring suit for infringement or unauthorized use of UBC Controlled IP in the Field of Use, at its own expense, if Alnylam elects not to commence suit under this Section within [**] days of notice of such alleged infringement from UBC or AlCana. If AlCana or UBC elects to bring suit in accordance with this Section, then Alnylam may thereafter join that suit at its own expense. The Party bringing the suit apply: (i) Real Media USA shall have the right at its discretion to recover [**] times its legal defend any such claim and shall be responsible for paying the costs specifically relating of the defense; and (ii) RMSA shall provide reasonable assistance to such infringement suit and any costs that AlCana or UBC incur during such suit for which they have received reimbursement from Alnylam, from any amounts obtained from a Third Party as a result Real Media USA in connection with the defense of such suitclaim, including without limitation, provided that Real Media USA shall not be entitled to settle any costs that the other Parties incur during such suit for which such other Parties have received reimbursement from the Party bringing the suit. Any amounts obtained claim or make any admission in excess respect of such amount for claim which could prejudice or harm the infringement rights of UBC Controlled IP will be divided between the Parties such that the Party bringing the suit receives [**] percent ([**]%), and the other two Parties will each receive [**] percent ([**]%). All Parties agree to be bound by the outcome of a suit for infringement RMSA under this Section.Agreement

Infringement. Subject 10.1 Each Party agrees to Sections 7.4.4 provide prompt written notice to the other Party of any alleged infringement of the Patent Rights by a third party, and 7.4.5of any available evidence thereof, Alnylam of which it becomes aware. 10.2 During the term of this Agreement, Licensee, to the extent permitted by law, shall within the Field of Use have the exclusive right, but shall not the obligationbe obligated, to initiate prosecute at its own expense all infringements of the Licensed Technology and, in furtherance of such right, Northwestern hereby agrees that Licensee may include Northwestern as a party plaintiff in such suit, without expense to Northwestern, provided, however, that such right to bring such infringement action shall remain in effect only for so long as the license granted herein remains exclusive. Prior to commencing any such action, Licensee shall consult with Northwestern and maintainshall consider the view of Northwestern regarding the advisability of the proposed action and its effect on the public interest. No settlement, consent judgment or other voluntary final disposition of the suit may be entered into without the prior written consent of Northwestern. Licensee shall indemnify Northwestern against any order for costs that may be made against Northwestern in such proceedings. Any recovery resulting from an action brought by Licensee shall be distributed as follows: (a) each Party shall be reimbursed for any expenses it incurred in the action; (b) as to ordinary damages for past infringement , Licensee shall receive an amount equal to either (i) its lost profits, (ii) a reasonable royalty on the infringing sales, or (iii) whatever alternative measure of such damages the court shall have applied, and such amount shall be treated as Net Sales for the purpose of calculating running royalties under Section 5.5; and (c) the Parties shall share equally in any additional award, including any special or punitive damages. 10.3 If six (6) months after having become aware of any alleged infringement Licensee has been unsuccessful in persuading the alleged infringer to desist and either has not brought or is not diligently prosecuting an infringement action, or if Licensee shall notify Northwestern at any time of its intention not to bring suit against any alleged infringer, then Northwestern shall have the right, at its expensesole discretion, an appropriate suit anywhere in the world against any Third Party who at any time is suspected of infringing or using without proper authorization all or any portion of UBC Controlled IP, and shall control any such action for which it exercises such right. Subject to Section 7.4.4, AlCana and UBC agree to cooperate with Alnylam in such action, and Alnylam shall reimburse AlCana and UBC for any reasonable costs such Parties incur as a result of cooperating with such action. Alnylam shall have the right to recover [**] times its legal costs specifically relating to prosecute such infringement suit of the Licensed Technology under its sole control and any costs that AlCana or UBC incur during such suit for which they have received reimbursement from Alnylam, from any amounts obtained from a Third Party as a result of such suit, including without limitation, any costs that AlCana or UBC incur during such suit for which they have received reimbursement from Alnylam. Any amounts obtained in excess of such amount for the infringement of UBC Controlled IP will be divided between the Parties such that Alnylam receives [**] percent ([**]%), and AlCana and UBC each receive [**] percent ([**]%)at its sole expense. In the event that damages are awarded for the Northwestern elects to prosecute an infringement of multiple patentsany Licensed Technology as set forth in this Section 10.3, some then (a) Northwestern shall keep any recovery or damages for past infringement derived therefrom, and (b) Licensee shall not offer to sublicense the infringed Licensed Technology to the alleged infringer without Northwestern’s written consent. 10.4 In the event that a declaratory judgment action alleging invalidity, unenforceability, or noninfringement of which are UBC Controlled IP and some of which are not, the Parties shall agree on a reasonable allocation any of the damages award to UBC Controlled IP and make the payments described above in accordance with such allocation. Each of AlCana and UBC may bring suit for infringement Licensed Technology shall be brought against Northwestern or unauthorized use of UBC Controlled IP in the Field of UseLicensee, Northwestern, at its own expenseoption, if Alnylam elects not to commence suit under this Section shall have the right, within [**] thirty (30) days of after it receives notice of the commencement of such alleged infringement from UBC or AlCana. If AlCana or UBC elects action, to bring suit in accordance with this Section, then Alnylam may thereafter join that suit intervene and take over the sole defense of the action (but only to the extent of the Licensed Technology) at its own expense. The If Northwestern does not exercise this right, Licensee may take over the sole defense of the action at Licensee's sole expense. No settlement, consent judgment or other voluntary final disposition of the action may be entered into without the prior written consent of Northwestern, which shall not be unreasonably withheld. 10.5 In any infringement suit that either Party bringing may institute to enforce the suit Licensed Technology pursuant to this Agreement and in any declaratory judgment action that one Party is defending, the other Party hereto shall, at the request and expense of the Party initiating or defending such suit, cooperate in all reasonable respects (including joining as a party if required by law) and, to the extent possible, have its employees testify when requested and make available relevant records, papers, information, samples, specimens, and the like. 10.6 For so long as the license granted herein remains exclusive during the term of this Agreement, Licensee shall have the sole right to recover [**] times its legal costs specifically sublicense any alleged infringer for future use of the Licensed Technology in accordance with the terms and conditions of this Agreement relating to such infringement suit and any costs that AlCana or UBC incur during such suit for which they have received reimbursement from Alnylam, from any amounts obtained from a Third Party sublicenses. Any upfront fees as a result part of such suit, including without limitation, any costs that the a sublicense shall be shared equally between Licensee and Northwestern; other Parties incur during revenues to Licensee resulting from such suit for which such other Parties have received reimbursement from the Party bringing the suit. Any amounts obtained in excess of such amount for the infringement of UBC Controlled IP will a sublicense shall be divided between the Parties such that the Party bringing the suit receives [**] percent ([**]%), and the other two Parties will each receive [**] percent ([**]%). All Parties agree treated pursuant to be bound by the outcome of a suit for infringement under this SectionSection 5.6.

Infringement. Subject 12.1 Except with respect to Sections 7.4.4 and 7.4.5the EGG Patent, Alnylam shall within the Field of Use have the exclusive right, but not the obligation, to initiate and maintain, at its expense, an appropriate suit anywhere in the world event that any claim, suit, or other legal proceeding is threatened or commenced against Vivid that is founded, in whole or in part, on an allegation that the FEP Product infringes any trade secret, trademark, patent, copyright or other intellectual property rights belonging to a third party, Vivid will give Gilardoni prompt written notice thereof and Gilardoni may elect to assume primary control of the defense to or settlement of such dispute. Vivid shall cooperate fully with Gilardoni in any such defense, settlement or compromise made by Gilardoni. Neither Vivid nor Gilardoni shall enter into any settlement agreement or other voluntary resolution of any such claim, suit, or other legal proceeding without obtaining the other's prior written consent thereto. If Vivid has complied fully with the procedures set forth in this Section, Gilardoni will indemnify and hold Vivid harmless from and against any Third Party who at any time is suspected of infringing loss, cost, damage, or using without proper authorization all or any portion of UBC Controlled IP, and shall control any such action for which it exercises such right. Subject to Section 7.4.4, AlCana and UBC agree to cooperate with Alnylam in such action, and Alnylam shall reimburse AlCana and UBC for any reasonable costs such Parties incur as a result of cooperating with such action. Alnylam shall have the right to recover [**] times its legal costs specifically relating to such infringement suit and any costs that AlCana or UBC incur during such suit for which they have received reimbursement from Alnylam, from any amounts obtained from a Third Party other expenses incurred by Vivid as a result of such claim, suit, including without limitation, any costs that AlCana or UBC incur during such suit for which they have received reimbursement from Alnylam. Any amounts obtained in excess of such amount for the infringement of UBC Controlled IP will be divided between the Parties such that Alnylam receives [**] percent ([**]%), and AlCana and UBC each receive [**] percent ([**]%)legal proceeding. In the event that damages are awarded for the infringement of multiple patentsaddition, some of which are UBC Controlled IP and some of which are not, the Parties shall agree on if a reasonable allocation final injunction is obtained against Vivid's use of the damages award to UBC Controlled IP and make the payments described above in accordance with such allocation. Each of AlCana and UBC may bring suit for infringement FEP Product, or unauthorized use of UBC Controlled IP if in the Field opinion of UseGilardoni the FEP Product is likely to become subject of a successful claim of infringement, Gilardoni may, at its own expense, if Alnylam elects not to commence suit under this Section within [**] days of notice of such alleged infringement from UBC or AlCana. If AlCana or UBC elects to bring suit in accordance with this Section, then Alnylam may thereafter join that suit at its own expense. The Party bringing the suit shall have option and expense (a) procure for Vivid the right to recover [**] times continue distributing and using the FEP Product, (b) replace or modify the FEP Product so that it becomes non-infringing, or (c) if neither (a) or (b) are reasonably available, accept return of FEP Product sold hereunder, grant a credit therefore as depreciated on a five-year straight-line basis and terminate this Agreement. This indemnification procedure shall be null and void and Gilardoni shall have no liability to the extent that any claim is based on any use of the FEP Product in combination with any item not supplied or approved in writing by Gilardoni, or if the FEP Product has been tampered with, or modified in any way except as provided in this Agreement without the express written consent of Gilardoni, or if Vivid or its sub-distributor, affiliate, or customer has any property interest in said claim, suit, or legal costs specifically proceeding, or any license to any right so asserted. 12.2 With respect to the EGG Patent, Vivid and Gilardoni agree that, as between Vivid and Gilardoni, Vivid shall be solely responsible for all and any claims, consequences and charges relating to such infringement suit and any costs that AlCana or UBC incur during such suit for which they have received reimbursement from Alnylam, from any amounts obtained from a Third Party as a result activities pursuant to ▇▇▇▇▇ Agreement regarding the EGG Patent in the United States of such suit, including without limitation, any costs that the other Parties incur during such suit for which such other Parties have received reimbursement from the Party bringing the suit. Any amounts obtained in excess of such amount for the infringement of UBC Controlled IP will be divided between the Parties such that the Party bringing the suit receives [**] percent ([**]%), and the other two Parties will each receive [**] percent ([**]%). All Parties agree to be bound by the outcome of a suit for infringement under this SectionAmerica.

Infringement. Subject 13.1 The Parties agree to Sections 7.4.4 and 7.4.5give each other prompt written notice of any infringement or other similar action in or affecting the Territory by a Third Party of the AMIH Marks known to them. 13.2 In the event of such infringement or other similar action, Alnylam shall within ADSC has the Field obligation to protect any of Use have the exclusive right, but not the obligation, to initiate and maintain, at its expense, an appropriate suit anywhere Non-United States Marks which ADSC has been using in the world against preceding 12 month period and the United States Marks in the Territory and may decide whether or not any Third Party who at any time action is suspected of infringing or using without proper authorization all or any portion of UBC Controlled IP, necessary for such protection and shall control any what such action for which it exercises such rightmight be, taking into account the interests of both Parties. Subject to Section 7.4.4, AlCana and UBC agree to cooperate with Alnylam in such action, and Alnylam shall reimburse AlCana and UBC for any reasonable costs such Parties incur as a result of cooperating with such action. Alnylam shall have ADSC has the right to recover [**] act in its own name or if necessary in the name of AMIH. For the term of this Agreement AMIH hereby gives ADSC a power of attorney in the form attached hereto as Schedule 3 to act on its behalf if any action in or out of court in connection with such actions is necessary. ADSC will select counsel, to which AMIH has no reasonable objection and AMIH will provide reasonable assistance, including by providing information, documents and things in response to discovery requests, by providing at mutually convenient times its legal costs specifically relating witnesses for discovery, depositions and trial testimony, and by permitting ADSC to cause AMIH to be named as a party plaintiff or co- plaintiff in U.S. litigation. All expenses, including any expenses incurred by AMIH to provide such infringement suit assistance, shall be borne by ADSC and any costs that AlCana or UBC incur during such suit for which they have received reimbursement from Alnylam, from ADSC shall be entitled to any amounts obtained from a Third Party as a result awarded to ADSC or AMIH. ADSC shall not enter into any settlement of such suitactions without the written consent of AMIH, including without limitationwhich consent shall not be unreasonably withheld. 13.3 If any action or proceeding is brought or asserted by ADSC, under the authority granted to it under Article 13.2, ADSC will promptly notify AMIH in writing. AMIH may assume and direct the action or proceeding only provided that ADSC initiates no action or takes no action in such action or proceeding. Upon assumption of the action or proceeding by AMIH, all expenses shall be borne by AMIH and AMIH shall be entitled to any costs that AlCana amounts awarded to ADSC or UBC incur during such suit for which they have received reimbursement from AlnylamAMIH. Any amounts obtained in excess AMIH shall not enter into any settlement of such amount for actions without the infringement written consent of UBC Controlled IP will ADSC, which consent shall not be divided between the Parties such that Alnylam receives [**] percent ([**]%), and AlCana and UBC each receive [**] percent ([**]%). In the event that damages are awarded for the infringement of multiple patents, some of which are UBC Controlled IP and some of which are not, the Parties shall agree on a reasonable allocation of the damages award to UBC Controlled IP and make the payments described above in accordance with such allocation. Each of AlCana and UBC may bring suit for infringement or unauthorized use of UBC Controlled IP in the Field of Use, at its own expense, if Alnylam elects not to commence suit under this Section within [**] days of notice of such alleged infringement from UBC or AlCana. If AlCana or UBC elects to bring suit in accordance with this Section, then Alnylam may thereafter join that suit at its own expense. The Party bringing the suit shall have the right to recover [**] times its legal costs specifically relating to such infringement suit and any costs that AlCana or UBC incur during such suit for which they have received reimbursement from Alnylam, from any amounts obtained from a Third Party as a result of such suit, including without limitation, any costs that the other Parties incur during such suit for which such other Parties have received reimbursement from the Party bringing the suit. Any amounts obtained in excess of such amount for the infringement of UBC Controlled IP will be divided between the Parties such that the Party bringing the suit receives [**] percent ([**]%), and the other two Parties will each receive [**] percent ([**]%). All Parties agree to be bound by the outcome of a suit for infringement under this Sectionunreasonably withheld.

Infringement. Subject to Sections 7.4.4 and 7.4.5(a) If either Party shall learn of a claim or assertion that the manufacture, Alnylam shall within use or sale of the Field of Use have the exclusive right, but not the obligation, to initiate and maintain, at its expense, an appropriate suit anywhere Product in the world against Territory infringes or otherwise violates the intellectual property rights of any Third Party who at or that any time Third Party violates the intellectual property rights owned or Controlled by (i) Zogenix in the Product or the Zogenix Trademarks in the Territory or (ii) Mallinckrodt in the Mallinckrodt Trademarks, then the Party becoming so *** Certain information on this page has been omitted and filed separately with the Commission. Confidential treatment has been requested with respect to the omitted portions. informed shall promptly, but in all events within [***] thereof, notify the other Party to this Agreement of the claim or assertion. In the event Zogenix receives a notice under Paragraph IV of the U.S. Federal Drug Price Competition and Patent Term Restoration Act of 1984, as amended, also known as the ▇▇▇▇▇-▇▇▇▇▇▇ Act, with respect to the Product, Zogenix shall provide Mallinckrodt with written notice of such Paragraph IV notice [***] (each, a “Paragraph IV Notice”). (b) In the event of any infringement of Zogenix patent rights related to the Product or its manufacture, use or sale, or the Zogenix Trademarks in the Territory, which infringement involves a product that could or does compete with the Product or could adversely affect the Parties’ interests in the Product under this Agreement, Zogenix shall, in its sole discretion determine to take the appropriate legal action (as to any Party to redress a Third Party infringement, an “Enforcement Action”), if any. In the event such an Enforcement Action is suspected of infringing or using without proper authorization all or initiated, Zogenix shall use commercially reasonable efforts to prosecute such matter and shall [***]. At Zogenix’s reasonable request, Mallinckrodt shall cooperate fully with Zogenix with respect to any portion of UBC Controlled IPsuch Enforcement Action, and Zogenix shall control any such action for which it exercises such right[***]. Subject to Section 7.4.4, AlCana and UBC agree to cooperate with Alnylam in such action, and Alnylam shall reimburse AlCana and UBC for any reasonable costs such Parties incur Any recovery received as a result of cooperating with such action. Alnylam shall have the right to recover any Enforcement Action [**] times its legal costs specifically relating to such infringement suit *], and any costs that AlCana or UBC incur during such suit amounts remaining thereafter allocable as compensation for which they have received reimbursement from Alnylam, from any amounts obtained from a Third Party as a result of such suit, including without limitation, any costs that AlCana or UBC incur during such suit for which they have received reimbursement from Alnylam. Any amounts obtained in excess of such amount for the infringement of UBC Controlled IP will be divided between the Parties such that Alnylam receives [***] percent (during the Term shall be [**]%), *] to Mallinckrodt and AlCana and UBC each receive [***] percent to Zogenix. ([**]%). c) In the event that damages are awarded of an Enforcement Action by Mallinckrodt with respect to any Mallinckrodt Trademark, at Mallinckrodt’s reasonable request, Zogenix shall cooperate fully with Mallinckrodt with respect to any such Enforcement Action, and Mallinckrodt shall reimburse Zogenix for its reasonable out-of-pocket expenses incurred in providing such cooperation. Any recovery achieved by Mallinckrodt with respect to such Enforcement Action shall be solely for the infringement account of multiple patents, some of which are UBC Controlled IP and some of which are not, the Parties shall agree on a reasonable allocation of the damages award to UBC Controlled IP and make the payments described above in accordance with such allocation. Each of AlCana and UBC may bring suit for infringement or unauthorized use of UBC Controlled IP in the Field of Use, at its own expense, if Alnylam elects not to commence suit under this Section within [**] days of notice of such alleged infringement from UBC or AlCana. If AlCana or UBC elects to bring suit in accordance with this Section, then Alnylam may thereafter join that suit at its own expense. The Party bringing the suit shall have the right to recover [**] times its legal costs specifically relating to such infringement suit and any costs that AlCana or UBC incur during such suit for which they have received reimbursement from Alnylam, from any amounts obtained from a Third Party as a result of such suit, including without limitation, any costs that the other Parties incur during such suit for which such other Parties have received reimbursement from the Party bringing the suit. Any amounts obtained in excess of such amount for the infringement of UBC Controlled IP will be divided between the Parties such that the Party bringing the suit receives [**] percent ([**]%), and the other two Parties will each receive [**] percent ([**]%). All Parties agree to be bound by the outcome of a suit for infringement under this SectionMallinckrodt.

Infringement. Subject 6.1 Each party will notify the other in writing of any misappropriation or infringement of any Intellectual Property Rights in the Licensed Technology of which the party becomes aware. *** Certain confidential information on this page has been omitted and filed separately with the Commission. Confidential treatment has been requested with respect to Sections 7.4.4 and 7.4.5, Alnylam shall within the Field of Use have omitted portions. 6.2 The Licensee has the exclusive right, first right (but is not the obligation, obliged) to initiate and maintain, take legal action at its expense, an appropriate suit anywhere own cost against any misappropriation or infringement of any rights included in the world Licensed Technology. The Licensee must discuss any proposed legal action with the Licensor prior to the legal action being commenced. 6.3 If the Licensee takes legal action under clause 6.2, the Licensee will: 6.3.1 indemnify and hold the Licensor and the University harmless against all costs (including lawyers’ and patent agents’ fees and expenses), claims, demands and liabilities arising out of or consequent upon such activities and will settle any Third Party who at invoice received from the Licensor in respect of such costs, claims, demands and liabilities within 30 days of receipt; and 6.3.2 treat any time is suspected award of infringing or using damages (including, without proper authorization limitation, punitive damages) as Net Sales for the purposes of clause 8, however the Licensee shall be entitled to deduct from such award of damages all or any portion of UBC Controlled IP, costs and shall control any such action for which it exercises such right. Subject to Section 7.4.4, AlCana and UBC agree to cooperate with Alnylam expenses incurred in such legal action; and 6.3.3 keep the Licensor regularly informed of the progress of the legal action, and Alnylam shall reimburse AlCana and UBC for any reasonable costs such Parties incur as a result of cooperating with such action. Alnylam shall have the right to recover [**] times its legal costs specifically relating to such infringement suit and any costs that AlCana or UBC incur during such suit for which they have received reimbursement from Alnylamincluding, from any amounts obtained from a Third Party as a result of such suit, including without limitation, any costs claims affecting the scope of the Licensed Technology. 6.4 If the Licensee has notified the Licensor in writing that AlCana it does not intend to take any action in relation to the misappropriation or UBC incur during infringement or the Licensee has not taken any such suit for which they have received reimbursement from Alnylam. Any amounts obtained in excess action within thirty (30) days of such amount for the infringement of UBC Controlled IP will be divided between the Parties such that Alnylam receives [**] percent ([**]%), and AlCana and UBC each receive [**] percent ([**]%). In the event that damages are awarded for the infringement of multiple patents, some of which are UBC Controlled IP and some of which are notnotification under clause 6.1, the Parties shall agree on a reasonable allocation of the damages award to UBC Controlled IP and make the payments described above in accordance with Licensor may take such allocation. Each of AlCana and UBC may bring suit for infringement or unauthorized use of UBC Controlled IP in the Field of Use, legal action at its own expense, if Alnylam elects not to commence suit under this Section within [**] days of notice of such alleged infringement from UBC or AlCana. If AlCana or UBC elects to bring suit in accordance with this Section, then Alnylam may thereafter join that suit at its own expense. cost. 6.5 The Party bringing the suit shall have Licensee has the right to recover [**] times its take legal costs specifically relating action to such infringement suit and defend against any costs claim by a third party that AlCana the Licensee’s use of the Licensed Technology as contemplated by this agreement infringes or UBC incur during such suit for which they have received reimbursement from Alnylam, from misappropriates any amounts obtained from a Third Party as a result intellectual property rights of such suitthird party provided that: the Licensee shall promptly and completely report to the Licensor on the existence, including without limitationnature, progress and management of any costs such action; and, that the other Parties incur during such suit for which such other Parties have received reimbursement from Licensee shall not be entitled to take any steps or initiate any proceedings on behalf of or in the Party bringing name of the suit. Any amounts obtained in excess of such amount for Licensor without the infringement of UBC Controlled IP will be divided between the Parties such that the Party bringing the suit receives [**] percent ([**]%), and the other two Parties will each receive [**] percent ([**]%). All Parties agree to be bound by the outcome of a suit for infringement under this SectionLicensor’s prior written consent.

Infringement. Subject 7.1 GENERAL will protect its PATENT RIGHTS from infringement and prosecute infringers when, in its sole judgment, such action may be reasonably necessary, proper and justified. However, in recognition of the extensive investment AGA has made and continues to Sections 7.4.4 and 7.4.5, Alnylam shall within the Field of Use have the exclusive right, but not the obligation, to initiate and maintain, at its expense, an appropriate suit anywhere make in the world commercialization of PRODUCT in the PRIMARY LICENSE TERRITORY, GENERAL agrees that it will not undertake any such action in the PRIMARY LICENSE TERRITORY unilaterally without consulting AGA and will refrain from taking any such action if AGA can promptly present sound commercial reason against any Third Party who doing so, provided that in GENERAL’S sole judgment, reasonably exercised, such refraining will not constitute laches, or raise an estoppel, or run out the statute of limitations, or otherwise jeopardize GENERAL’S ability to protect or enforce the PATENT RIGHTS against the same infringer or other infringers if at any time is suspected of infringing or using without proper authorization all or any portion of UBC Controlled IP, and shall control any such action for which it exercises such right. Subject GENERAL should wish to Section 7.4.4, AlCana and UBC agree to cooperate with Alnylam in such action, and Alnylam shall reimburse AlCana and UBC for any reasonable costs such Parties incur as a result of cooperating with such action. Alnylam do so. 7.2 If AGA shall have supplied GENERAL by written notice evidence demonstrating to GENERAL’S reasonable satisfaction infringement of a VALID CLAIM of an issued PRIMARY PATENT RIGHT by a third party in the right PRIMARY LICENSE TERRITORY, AGA may, by such notice, request GENERAL to recover take steps to protect the VALID CLAIM. GENERAL shall notify AGA within [**] times months of the receipt of such notice whether GENERAL intends to prosecute the alleged infringer. If GENERAL notifies AGA that it intends to so prosecute, GENERAL shall, within [**] months of its notice to AGA either (i) cause infringement to terminate or (ii) initiate legal costs specifically relating proceedings against the infringer. In the event GENERAL notifies AGA that GENERAL does not intend to prosecute the alleged infringer, AGA may, upon notice to GENERAL, promptly initiate legal proceedings against the infringer at AGA’s expense and in GENERAL’S name, if so required by law. 7.3 In the event one Party shall initiate or carry on legal proceedings to enforce any VALID CLAIM of an issued PRIMARY PATENT RIGHT in the PRIMARY LICENSE TERRITORY against any alleged infringer, the other Party shall fully cooperate with and supply all assistance reasonably requested by the Party initiating or carrying on such infringement proceedings; provided, however, that in the event a VALID CLAIM thus asserted is declared invalid, unenforceable, or not infringed in such proceedings, that fact without more shall not give rise to any liability of either Party to the other. The Party which institutes any suit to protect or enforce such a VALID CLAIM shall have sole control of that suit and any costs that AlCana shall bear the reasonable expenses (excluding legal fees) incurred by said other Party in providing such assistance and cooperation as is requested pursuant to this paragraph. The Party initiating or UBC incur during carrying on such suit for which they have received reimbursement from Alnylamlegal proceedings shall keep the other Party informed of the progress of such proceedings and the other Party shall be entitled to counsel in such proceedings, from any amounts obtained from a Third Party but at its own expense. Any award paid by third parties as a the result of such suitproceedings (whether by way of settlement or otherwise) shall first be applied to reimbursement of the unreimbursed legal fees and expenses incurred by the Parties, including without limitationprovided that if the award is insufficient to fully reimburse both Parties, it shall be divided between them in proportion to their respective fees and expenses. After reimbursement of legal fees and expenses, any costs that AlCana or UBC incur during such suit for which they have received reimbursement from Alnylam. Any amounts obtained in excess of such amount for the infringement of UBC Controlled IP will remainder shall be divided between the Parties as follows: (a) If the amount is based on lost profits: AGA shall receive an amount equal to the damages the court determines AGA has suffered as a result of the infringement less the amount of any royalties that would have been due GENERAL on sales of PRODUCT lost by AGA as a result of the infringement had AGA made such that Alnylam receives [**] percent sales; and GENERAL shall receive an amount equal to the royalties it would have received if such sales had been made by AGA; or (b) As to awards other than those based on lost profits, [**]%), ) percent to the Party initiating such proceedings and AlCana and UBC each receive [**] percent ([**]%). ) percent to the other Party. 7.4 For the purpose of the proceedings agreed to under this Article 7, the GENERAL and AGA shall permit the use of their names and shall execute such documents and carry out such other acts as may be necessary. 7.5 In the event that damages are awarded AGA markets a PRODUCT pursuant to its license to SECONDARY PATENT RIGHTS under paragraph 2.2 hereof, at AGA’s request the parties shall negotiate in good faith appropriate provisions for the infringement of multiple patents, some of which are UBC Controlled IP and some of which are not, the Parties shall agree on a reasonable allocation protection of the damages award to UBC Controlled IP licensed rights in the SECONDARY LICENSE TERRITORY, taking into account the rights and make the payments described above interests of any other licensee(s) of GENERAL in accordance connection with such allocation. Each of AlCana and UBC may bring suit for infringement or unauthorized use of UBC Controlled IP in the Field of Use, at its own expense, if Alnylam elects not to commence suit under this Section within [**] days of notice of such alleged infringement from UBC or AlCana. If AlCana or UBC elects to bring suit in accordance with this Section, then Alnylam may thereafter join that suit at its own expense. The Party bringing the suit shall have the right to recover [**] times its legal costs specifically relating to such infringement suit and any costs that AlCana or UBC incur during such suit for which they have received reimbursement from Alnylam, from any amounts obtained from a Third Party as a result of such suit, including without limitation, any costs that the other Parties incur during such suit for which such other Parties have received reimbursement from the Party bringing the suit. Any amounts obtained in excess of such amount for the infringement of UBC Controlled IP will be divided between the Parties such that the Party bringing the suit receives [**] percent ([**]%), and the other two Parties will each receive [**] percent ([**]%). All Parties agree to be bound by the outcome of a suit for infringement under this SectionSECONDARY PATENT RIGHTS.

Infringement. Subject 9.4.1 Each Party will promptly notify the other after becoming aware of any alleged or threatened infringement by a Third Party of any Integral CLDN6 Patent(s) or Project Antibody IP due to Sections 7.4.4 the Commercialization of a therapeutic that is the same as, biosimilar to, or interchangeable with a Licensed Product, including any “patent certification” filed in the United States under 21 U.S.C. §355(b)(2), 21 U.S.C. §355(j)(2), or 42 U.S.C. § 262(1) or similar provisions in other jurisdictions and 7.4.5of any declaratory judgment, Alnylam shall within opposition, or similar action alleging the Field invalidity, unenforceability or non-infringement of Use any Integral CLDN6 Patent(s) or Project Antibody IP (collectively, “Competitive Infringement”). 9.4.2 Context will have the exclusive right, but not the obligation, first right to initiate bring and maintain, at its expense, an appropriate suit anywhere in the world against any Third Party who at any time is suspected of infringing or using without proper authorization all or any portion of UBC Controlled IP, and shall control any such legal action for which in connection with any Competitive Infringement of any Integral CLDN6 Patent(s) that are specific solely to a Licensed Product and not generally applicable to Integral CLDN6 Patents(s) at Context’s own expense as it exercises such right. Subject to Section 7.4.4reasonably determines appropriate, AlCana and UBC agree to cooperate with Alnylam and, in such actionany event, and Alnylam shall reimburse AlCana and UBC for any reasonable costs such Parties incur as a result of cooperating with such action. Alnylam shall Integral will have the right to recover [**] times be represented in any such action by counsel of its choice at Integral’s expense. Context will provide Integral and its counsel with reasonable access to Context’s legal costs specifically relating counsel for consultation and with copies all court filings and material supporting documentation, provided that, unless Integral is joined as a party to such infringement suit action, any counsel retained by Integral will not act as attorney of record for any such action, or conduct any legal proceedings as part of such action, unless specifically requested by Context and at Context’s expense. If Context decides not to bring such legal action, it will so notify Integral in writing promptly after Context first becomes aware of the Competitive Infringement, whereupon Integral will have the right, in its sole discretion, to bring and control any costs legal action in connection with such Competitive Infringement at its own expense as it reasonably determines appropriate after notice to Context. 9.4.3 With the prior written consent of Integral, in its sole and absolute discretion, Context will have the right to bring and control any legal action in connection with any Competitive Infringement of any Integral CLDN6 Patent(s) that AlCana are generally applicable to a Licensed Product at Context’s own expense as it reasonably determines appropriate and, in any event, Integral will have the right to be represented in any such action by counsel of its choice at Integral’s expense. Context will provide Integral and its counsel with reasonable access to Context’s legal counsel for consultation and with copies of all court filings and material supporting documentation, and, at the request of Integral, reasonable access to Context’s counsel for consultation, provided that, unless Integral is joined as a party to such action, any counsel retained by Integral will not act as attorney of record for any such action, or UBC incur during conduct any legal proceedings as part of such suit for which they action, unless specifically requested by Context and at Context’s expense. If Context decides not to bring such legal action, it will so notify Integral in writing promptly after Context first becomes aware of the Competitive Infringement, whereupon Integral will have received reimbursement from Alnylamthe right, from in its sole discretion, to bring and control any amounts obtained from legal action in connection with such Competitive Infringement, either directly or through a Third Party Licensee, at Integral’s or such Third Party’s expense as Integral reasonably determines appropriate after notice to Context. If Integral does not provide its written consent under this Section 9.4.3 and a result of Third Party is able to Commercialize a product that such suitThird Party would not have otherwise been able to Commercialize without a license to the Integral CLDN6 Patent(s) that are generally applicable to a Licensed Product, including without limitation, any costs that AlCana or UBC incur during such suit for which they have received reimbursement from Alnylam. Any then the amounts obtained in excess of such amount for the infringement of UBC Controlled IP will due to Integral under Sections 5.5 and 5.6 shall be divided between the Parties such that Alnylam receives reduced by [**] percent ([**]%), and AlCana and UBC each receive [**] percent ([**]%). In Should there be any dispute as to whether a Third Party would require a license under the event that damages are awarded for the infringement of multiple patents, some of which are UBC Controlled IP and some of which are notIntegral CLDN6 Patent(s) to Commercialize a product in connection with this Section 9.4.3, the Parties dispute shall agree on a reasonable allocation of the damages award to UBC Controlled IP and make the payments described above be resolved in accordance with such allocation. Each Section 13.1. 9.4.4 At the request of AlCana and UBC may bring suit for infringement or unauthorized use of UBC Controlled IP in the Field of Use, at its own expense, if Alnylam elects not to commence suit under this Section within [**] days of notice of such alleged infringement from UBC or AlCana. If AlCana or UBC elects to bring suit in accordance with this Section, then Alnylam may thereafter join that suit at its own expense. The Party bringing the suit shall have the right to recover [**] times its legal costs specifically relating to such infringement suit and any costs that AlCana or UBC incur during such suit for which they have received reimbursement from Alnylam, from any amounts obtained from a Third Party as a result of such suit, including without limitation, any costs that the other Parties incur during such suit for which such other Parties have received reimbursement from the Party bringing the suit. Any amounts obtained action, the other Party will provide reasonable assistance in excess of connection therewith, including by executing reasonably appropriate documents, cooperating in discovery and joining as a party to the action if required. 9.4.5 In connection with any such amount for the infringement of UBC Controlled IP will be divided between the Parties such that proceeding, the Party bringing the suit receives [**] percent ([**]%)action will not enter into any settlement admitting the invalidity of, and or otherwise impairing the other two Parties will each receive [**] percent ([**]%). All Parties agree to be bound by Party’s rights in, the outcome Integral CLDN6 Patent(s) or Project Antibody IP without the prior written consent of a suit for infringement under this Sectionthe other Party.

Infringement. Subject 7.1 LICENSEE and [***] shall each inform the other promptly is writing of any alleged infringement of the PATENT RIGHTS by any third party that comes to Sections 7.4.4 the notifying party’s attention and 7.4.5of any available evidence thereof of which the notifying party is aware. 7.2 During the term of thus Agreement, Alnylam LICENSEE shall within the Field of Use have the exclusive right, but shall not the obligationbe obligated, to initiate and maintain, prosecute at its expense, an appropriate suit anywhere own expense all infringements in the world FIELD OF USE of the PATENT RIGHTS and, in furtherance of such right, [***] hereby agrees that LICENSEE may include [***] as a party plaintiff in any such suit, without expense to [***]. 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 [***], which consent shall not unreasonably be withheld. LICENSEE shall indemnify [***] against any Third Party who order for costs that may be made against [***] in such proceedings unless such costs are assessed based on acts, other than the act of entering into this License Agreement, of [***] or its agents. [***] Confidential treatment has been requested for portions of this exhibit. The copy filed herewith omits the information subject to the confidentiality request. Omissions are designated as [***]. A complete version of this exhibit has been filed separately with the Securities and Exchange Commission. 7.3 If within six (6) months after having been notified of any alleged infringement, LICENSEE shall have been unsuccessful in persuading the alleged infringer to desist and shall not have brought and shall not be diligently prosecuting an infringement action, or if LICENSEE shall notify [***] at any time is suspected prior thereto of infringing or using without proper authorization all or its intention not to bring suit against any portion of UBC Controlled IPalleged infringer for the FIELD OF USE, then, and shall control any such action for which it exercises such right. Subject to Section 7.4.4in those events only, AlCana and UBC agree to cooperate with Alnylam in such action, and Alnylam shall reimburse AlCana and UBC for any reasonable costs such Parties incur as a result of cooperating with such action. Alnylam [***] shall have the right right, but shall not be obligated, to recover prosecute at its own expense any infringement of the PATENT RIGHTS for the FIELD OF USE, and [***] times its legal costs specifically relating to may, for such infringement suit and any costs that AlCana or UBC incur during such suit for which they have received reimbursement from Alnylampurposes, from any amounts obtained from a Third Party use the name of LICENSEE as a result of party plaintiff in any such suit, including without limitation, expense to LICENSEE. The total cost of any costs that AlCana such infringement action commenced or UBC incur during such suit for which they have received reimbursement from Alnylam. Any amounts obtained in excess of such amount for the infringement of UBC Controlled IP will be divided between the Parties such that Alnylam receives defended solely by [***] percent (shall be borne by [***]%), and AlCana and UBC each receive [**] percent ([**]%). In the event that damages are awarded for the infringement of multiple patents, some of which are UBC Controlled IP and some of which are not, the Parties shall agree on a reasonable allocation of the damages award to UBC Controlled IP and make the payments described above in accordance with such allocation. Each of AlCana and UBC may bring suit for infringement or unauthorized use of UBC Controlled IP in the Field of Use, at its own expense, if Alnylam elects not to commence suit under this Section within [**] days of notice of such alleged shall keep any recovery or damages for past infringement from UBC or AlCana. If AlCana or UBC elects to bring suit in accordance with this Section, then Alnylam may thereafter join that suit at its own expense. The Party bringing the suit shall have the right to recover [**] times its legal costs specifically relating to such infringement suit and any costs that AlCana or UBC incur during such suit for which they have received reimbursement from Alnylam, from any amounts obtained from a Third Party as a result of such suit, including without limitation, any costs that the other Parties incur during such suit for which such other Parties have received reimbursement from the Party bringing the suit. Any amounts obtained in excess of such amount for the infringement of UBC Controlled IP will be divided between the Parties such that the Party bringing the suit receives [**] percent ([**]%), and the other two Parties will each receive [**] percent ([**]%). All Parties agree to be bound by the outcome of a suit for infringement under this Sectionderived therefrom.

Infringement. Subject to Sections 7.4.4 and 7.4.59.1 The Licensee shall promptly notify the Licensor if it believes, Alnylam shall within or believes that it is likely, that any third party is performing any activity that may infringe, misappropriate or otherwise violate the Field of Use have the exclusive right, but not the obligation, to initiate and maintain, at its expense, an appropriate suit anywhere in the world against any Third Party who at any time is suspected of infringing or using without proper authorization all PHEV IP or any portion Intellectual Property Rights therein which have been licensed by the Licensee under this Agreement. The Licensee shall moreover provide the Licensor reasonable assistance in relation to such alleged infringement, misappropriation or violation, as requested by the Licensor at the Licensor’s expense. The Licensee shall furthermore have no right to prosecute, defend or take any other actions regarded such alleged infringement, misappropriation or violation. 9.2 The Licensor shall indemnify and hold harmless the Licensee from any claim by a third party alleging that the use of UBC Controlled IPthe PHEV IP licensed under this Agreement by the Licensee (as contemplated by this Agreement) infringes any Intellectual Property Rights of that third party, provided (i) the Licensor is promptly notified of the claim; and (ii) the Licensor receives reasonable information and cooperation from the Licensee to perform the Licensor’s obligation hereunder, and (iii) the Licensor has sole control over the defense and all negotiations fora settlement or compromise. The Licensee shall make no admissions, and shall control have no right to defend or take any other action, in relation to i. any such action for which it exercises such rightclaim by a third party. Subject to Section 7.4.4, AlCana and UBC agree to cooperate with Alnylam The Licensee shall moreover provide the Licensor reasonable assistance in such action, and Alnylam shall reimburse AlCana and UBC for any reasonable costs such Parties incur as a result of cooperating with such action. Alnylam shall have the right to recover [**] times its legal costs specifically relating relation to such infringement suit and any costs that AlCana claim, as requested by the Licensor at the Licensor’s expense. 9.3 The obligation set forth in Section 9.2 above does not apply with respect to components or UBC incur during such suit for which they have received reimbursement from Alnylam, from any amounts obtained from a Third Party as a result portions of such suit, including without limitation, any costs that AlCana or UBC incur during such suit for which they have received reimbursement from Alnylam. Any amounts obtained components (i) not provided by the Licensor; (ii) used in excess of such amount for the infringement of UBC Controlled IP will be divided between the Parties such that Alnylam receives [**] percent a manner not expressly authorized by this Agreement; ([**]%), and AlCana and UBC each receive [**] percent ([**]%). In the event that damages are awarded for the infringement of multiple patents, some of which are UBC Controlled IP and some of which are not, the Parties shall agree on a reasonable allocation of the damages award to UBC Controlled IP and make the payments described above iii) made in accordance with such allocation. Each of AlCana and UBC may bring suit for infringement or unauthorized use of UBC Controlled IP in the Field of Use, at its own expense, if Alnylam elects not to commence suit under this Section within [**] days of notice of such alleged infringement from UBC or AlCana. If AlCana or UBC elects to bring suit in accordance with this Section, then Alnylam may thereafter join that suit at its own expense. The Party bringing the suit shall have the right to recover [**] times its legal costs specifically relating to such infringement suit and any costs that AlCana or UBC incur during such suit for which they have received reimbursement from Alnylam, from any amounts obtained from a Third Party as a result of such suit, including without limitation, any costs that the other Parties incur during such suit for which such other Parties have received reimbursement from the Party bringing the suit. Any amounts obtained in excess of such amount for the infringement of UBC Controlled IP will be divided between the Parties such that the Party bringing the suit receives [**] percent Licensee’s specifications; ([**]%), and the other two Parties will each receive [**] percent ([**]%). All Parties agree to be bound iv) modified by the outcome of a suit for infringement under this Section.the

Infringement. Subject A: If MDM considers or becomes aware that a third party is infringing a patent with respect to Sections 7.4.4 the PRODUCT, it shall immediately notify OV and 7.4.5, Alnylam provide it with any evidence of such infringement which is reasonably available. OV shall within the Field of Use have the exclusive right, right but not the obligation, to initiate and maintain, at its expense, an appropriate suit anywhere in the world against any Third Party who at any time is suspected of infringing or using without proper authorization all or any portion of UBC Controlled IP, and shall control any such action for which it exercises such right. Subject to Section 7.4.4, AlCana and UBC agree to cooperate with Alnylam in such action, and Alnylam shall reimburse AlCana and UBC for any reasonable costs such Parties incur as a result of cooperating with such action. Alnylam shall have the right to recover [**] times its legal costs specifically relating to such infringement suit and any costs that AlCana or UBC incur during such suit for which they have received reimbursement from Alnylam, from any amounts obtained from a Third Party as a result of such suit, including without limitation, any costs that AlCana or UBC incur during such suit for which they have received reimbursement from Alnylam. Any amounts obtained in excess of such amount for the infringement of UBC Controlled IP will be divided between the Parties such that Alnylam receives [**] percent ([**]%), and AlCana and UBC each receive [**] percent ([**]%). In the event that damages are awarded for the infringement of multiple patents, some of which are UBC Controlled IP and some of which are not, the Parties shall agree on a reasonable allocation of the damages award to UBC Controlled IP and make the payments described above in accordance with such allocation. Each of AlCana and UBC may bring suit for infringement or unauthorized use of UBC Controlled IP in the Field of Use, at its own expense, if Alnylam elects to attempt to remove such infringement by commercially appropriate steps, including a lawsuit. If required by law, MDM shall join such suit as a party, at its expense. In the event OV notifies MDM of its election not to commence suit under this Section enforce the patent rights, or fails to take commercially appropriate steps with respect to such infringement within [**] days of six (6) months following notice of such alleged infringement from UBC or AlCana. If AlCana or UBC elects to bring suit in accordance with this Sectioninfringement, then Alnylam may thereafter join that suit at its own expense. The Party bringing the suit MDM shall have the right to recover [**] times do so at its legal costs specifically relating expense. B: Any amounts recovered by the party(ies) enforcing the patent rights pursuant to Section 14A, whether by settlement or judgment, shall be allocated between MDM and OV in such a manner as to reflect the parties' respective economic interests in the cessation of the infringement suit and the monetary damages that resulted from such infringement, after deduction of the enforcing party's(ies') reasonable expenses in making such recovery. C: A party not enforcing the patent rights pursuant to Section 14A shall provide reasonable assistance to the other party, including providing access to relevant documents and other evidence and making its employees available, subject to the enforcing party's reimbursement of any costs that AlCana or UBC incur during such suit for which they have received reimbursement from Alnylam, from any amounts obtained from a Third Party out-of-pocket expenses incurred by the other party. D: Nothing contained herein shall be construed as a result warranty or representation that any PRODUCT will be free from infringement of patents of third parties. If any warning letter or other notice of infringement is received by a party, or an action, suit, proceeding, inquiry or investigation is brought against a party alleging infringement of a patent of any third party in the manufacture, use or sale of the PRODUCT (an "Action"), the parties shall promptly discuss and decide the best way to respond. OV shall have the option to assume the defense of any such Action upon the delivery to MDM of written notice of its election so to do. After delivery of such suitnotice, including without limitation, OV will not be liable to MDM for any fees of counsel subsequently incurred by MDM with respect to the same Action; provided that: (i) MDM shall have the right to employ MDM's counsel in any such Action at MDM's expense and (ii) if (A) the employment of counsel by MDM has been previously authorized by OV or (B) MDM shall have reasonably concluded that there may be a conflict of interest between OV and MDM in the conduct of any such defense. The costs that incurred by OV in defending the other Parties incur during such suit for which such other Parties have received reimbursement from the Party bringing the suit. Any amounts obtained in excess of such amount for the infringement of UBC Controlled IP Action will be divided allocated between MDM and OV in such a manner as to reflect the Parties parties' respective economic interests in the patent rights at issue. If such that Action results in a judgment or settlement which prevents the Party bringing sale by MDM of the suit receives [**] percent ([**]%)PRODUCT, this AGREEMENT shall terminate immediately and MDM shall cease all promotion, sale and advertising of the other two Parties will each receive [**] percent ([**]%). All Parties agree to be bound by PRODUCT. E: The provisions of this Section 14 shall survive the outcome expiration or sooner termination of a suit for infringement under the Term of this SectionAGREEMENT.

Infringement. Subject 11.1 Either party to Sections 7.4.4 this Agreement shall promptly in writing notify the other of any alleged infringement of the patent rights or intellectual property rights by a third party and 7.4.5of any available evidence of infringement. 11.2 During the term of this Agreement, Alnylam either party shall within the Field of Use have the exclusive right, but shall not the obligationbe obligated, to initiate prosecute any infringements at its own expense and maintainbe entitled to any recovery, and, in furtherance of such right, each party hereby agrees that it may be joined as a party plaintiff in any such suit, without expense to the party initiating the suit. 11.3 If within two (2) months after having been notified of any alleged infringement, a party does not intend on prosecuting the infringement action, it shall notify the other party of its intention not to bring suit against any alleged infringer, then, the other party shall have the right, at its expense, an appropriate own expense to prosecute a suit anywhere in to remedy the world against any Third Party who at any time is suspected infringement of infringing or using without proper authorization all or any portion of UBC Controlled IPthe patent rights, and shall control be entitled to any recovery of damages. However, if both parties intend to prosecute the infringement, all expenses shall be paid and all recoveries shared on a 50/50 basis. Either party may, for such purposes, use the name of the other as a party plaintiff; provided, however, that such right to bring an infringement action shall remain in effect only for so long as the license granted remains in effect. No settlement, consent judgment or other voluntary final disposition of the suit may be entered into without the consent of both parties, which it exercises such rightconsent shall not be unreasonably withheld. Subject to Section 7.4.4, AlCana and UBC agree to cooperate with Alnylam Each party shall indemnify the other in such action, and Alnylam shall reimburse AlCana and UBC for any reasonable costs such Parties incur as a result of cooperating with such action. Alnylam shall have the right to recover [**] times its legal costs specifically relating to such infringement suit and any costs that AlCana or UBC incur during such suit for which they have received reimbursement from Alnylam, from any amounts obtained from a Third Party as a result of such suit, including without limitation, any costs that AlCana or UBC incur during such suit for which they have received reimbursement from Alnylam. Any amounts obtained in excess of such amount for the infringement of UBC Controlled IP will be divided between the Parties such that Alnylam receives [**] percent ([**]%), and AlCana and UBC each receive [**] percent ([**]%). proceedings prosecuted solely by one party. 11.4 In the event that damages are awarded for a declaratory judgment action alleging invalidity or nonenforcement of any of the patent rights shall be brought either party may elect, upon notice to the other, to not defend against the declaratory action. 11.5 In any infringement of multiple patents, some of which are UBC Controlled IP and some of which are notsuit brought by one party, the Parties shall agree on a reasonable allocation other party shall, at the request and expense of the damages award party initiating the suit, cooperate in all respects and, to UBC Controlled IP the extent possible, make its employees reasonably available to testify when requested and make the payments described above in accordance with such allocation. Each of AlCana and UBC may bring suit for infringement or unauthorized use of UBC Controlled IP in the Field of Useavailable relevant records, at its own expensepapers, if Alnylam elects not to commence suit under this Section within [**] days of notice of such alleged infringement from UBC or AlCana. If AlCana or UBC elects to bring suit in accordance with this Sectioninformation, then Alnylam may thereafter join that suit at its own expense. The Party bringing the suit shall have the right to recover [**] times its legal costs specifically relating to such infringement suit and any costs that AlCana or UBC incur during such suit for which they have received reimbursement from Alnylamsamples, from any amounts obtained from a Third Party as a result of such suit, including without limitation, any costs that the other Parties incur during such suit for which such other Parties have received reimbursement from the Party bringing the suit. Any amounts obtained in excess of such amount for the infringement of UBC Controlled IP will be divided between the Parties such that the Party bringing the suit receives [**] percent ([**]%)specimens, and the other two Parties will each receive [**] percent ([**]%). All Parties agree to be bound by the outcome of a suit for infringement under this Sectionlike.

Infringement. Subject 14.1. In the event that LICENSEE shall learn of the infringement of any patent licensed under this Agreement, LICENSEE shall call LICENSOR’S attention thereto. LICENSEE shall use reasonable efforts to Sections 7.4.4 and 7.4.5terminate such infringement. If LICENSEE files a lawsuit for patent infringement, Alnylam LICENSOR shall also be named as a plaintiff. In the event LICENSEE fails to ▇▇▇▇▇ the infringing activity within the Field of Use have the exclusive right[***] LICENSOR may itself file a lawsuit for patent infringement, but not the obligation, to initiate and maintain, at its expense, an appropriate suit anywhere in the world against any Third Party who at any time is suspected of infringing or using without proper authorization all or any portion of UBC Controlled IP, and shall control any such action for which it exercises such rightnaming LICENSEE as nominal party plaintiff. 14.2. Subject to Section 7.4.4, AlCana and UBC agree Each party agrees to cooperate with Alnylam the other in such actionlitigation proceedings instituted hereunder but at the expense of the party on account of whom suit is brought. Such litigation shall be controlled by the party bringing the suit. LICENSOR at its own expense, may be represented by counsel of its choice pursuant to LICENSOR’S determination in any suit brought by LICENSEE. 14.3. LICENSEE may withhold royalties payable to LICENSOR during the pendency of the suit and Alnylam shall reimburse AlCana until said suit has been finally concluded. To the extent that LICENSEE does not recover attorney’s fees and UBC for any reasonable other out-of-pocket costs such Parties incur as a result of cooperating such litigation, such withheld royalties may be applied to LICENSEES expenses (out-of-pocket and in-house) incurred in connection with such action. Alnylam shall have the right to recover [**] times its legal costs specifically relating to such infringement suit and any costs the balance of such withheld royalties, if any, shall be paid to LICENSOR upon disposition of the suit; provided, however, that AlCana or UBC incur during such suit for which they have received reimbursement from Alnylam, from any amounts obtained from a Third Party if as a result of such suit, including without limitationall claims of patents included within LICENSOR’S PATENT RIGHTS under which LICENSEE is selling a LICENSED PRODUCT shall be held invalid, any costs that AlCana or UBC incur during such suit for which they have received reimbursement from Alnylam. Any amounts obtained in excess LICENSEE may retain the balance of such amount for the infringement of UBC Controlled IP will be divided between the Parties such that Alnylam receives [**] percent ([**]%), and AlCana and UBC each receive [**] percent ([**]%). In the event that damages are awarded for the infringement of multiple patents, some of withheld royalties which are UBC Controlled IP and some of which are not, the Parties shall agree on a reasonable allocation of the damages award to UBC Controlled IP and make the payments described above in accordance with such allocation. Each of AlCana and UBC may bring suit for infringement or unauthorized use of UBC Controlled IP in the Field of Use, at its own expense, if Alnylam elects not to commence suit under this Section within [**] days of notice of such alleged infringement from UBC or AlCana. If AlCana or UBC elects to bring suit in accordance with this Section, then Alnylam may thereafter join that suit at its own expense. The Party bringing the suit shall have the right to recover [**] times its legal costs specifically relating pertain to such infringement suit and any costs that AlCana LICENSED PRODUCT until such decision shall be finally reversed by an unappealed or UBC incur during such suit for which they have received reimbursement from Alnylam, from any amounts obtained from a Third Party as a result of such suit, including without limitation, any costs that the other Parties incur during such suit for which such other Parties have received reimbursement from the Party bringing the suit. Any amounts obtained in excess of such amount for the infringement of UBC Controlled IP will be divided between the Parties such that the Party bringing the suit receives [**] percent ([**]%), and the other two Parties will each receive [**] percent ([**]%). All Parties agree to be bound by the outcome unappealable decree of a suit for infringement under this Sectioncourt of competent jurisdiction and of higher dignity.

Infringement. Subject to Sections 7.4.4 (a) Vendor agrees that it shall defend, ------------ indemnify and 7.4.5, Alnylam shall within the Field of Use have the exclusive right, but not the obligation, to initiate and maintain, at its expense, an appropriate suit anywhere in the world against any Third Party who at any time is suspected of infringing or using without proper authorization all or any portion of UBC Controlled IP, and shall control any such action for which it exercises such right. Subject to Section 7.4.4, AlCana and UBC agree to cooperate with Alnylam in such action, and Alnylam shall reimburse AlCana and UBC for any reasonable costs such Parties incur as a result of cooperating with such action. Alnylam shall have the right to recover [**] times its legal costs specifically relating to such infringement suit and any costs that AlCana or UBC incur during such suit for which they have received reimbursement from Alnylam, from any amounts obtained from a Third Party as a result of such suit, including without limitation, any costs that AlCana or UBC incur during such suit for which they have received reimbursement from Alnylam. Any amounts obtained in excess of such amount for the infringement of UBC Controlled IP will be divided between the Parties such that Alnylam receives [**] percent ([**]%), and AlCana and UBC each receive [**] percent ([**]%). In the event that damages are awarded for the infringement of multiple patents, some of which are UBC Controlled IP and some of which are not, the Parties shall agree on a reasonable allocation of the damages award to UBC Controlled IP and make the payments described above in accordance with such allocation. Each of AlCana and UBC may bring suit for infringement or unauthorized use of UBC Controlled IP in the Field of Usehold harmless, at its own expense, if Alnylam elects not to commence suit all suits and claims against Owner, Affiliates and Related Operators, and the respective officers, directors, employees and affiliates of each of the foregoing (collectively, the "Owner Indemnified Parties"), for ------------------------- infringement or violation of any patent, trademark, copyright, trade secret or other intellectual property rights of any third party enforceable in the United States or in any other territory where Vendor has approved the deployment or use of Products under this Section within [**] days of notice of such Contract (collectively, "Intellectual Property Rights"), ---------------------------- covering, or alleged infringement from UBC to cover, the Products or AlCanaany component thereof. If AlCana or UBC elects to bring suit in accordance with this Section, then Alnylam may thereafter join Vendor agrees that suit at its own expense. The Party bringing the suit it shall have the right to recover [**] times its legal costs specifically relating to such infringement suit and any costs that AlCana or UBC incur during such suit for which they have received reimbursement from Alnylam, from any amounts obtained from a Third Party as a result of such suitpay all sums, including without limitation, reasonable attorneys' fees and other costs incurred at Vendor's written request or authorization, which, in defense of, by final judgment or decree, or in settlement of any costs suit or claim to which Vendor agrees, may be assessed against, or incurred by, any of the Owner Indemnified Parties on account of such infringement or violation, provided that the Owner Indemnified Parties involved shall cooperate in all reasonable respects with Vendor and its attorneys in the investigation, trial and defense of such lawsuit or action and any appeal arising therefrom; provided, however, that the Owner Indemnified Parties may, at their own cost, participate in the investigation, trial and defense of such lawsuit or action and any appeal arising therefrom. The parties shall cooperate with each other Parties incur during in any notifications to insurers. If a claim for Losses (a "Claim") is to be made by a party entitled to indemnification hereunder against ----- Vendor, the party claiming such suit indemnification shall give written notice (a "Claim Notice") to Vendor as soon as practicable after the party entitled to ------------ indemnification becomes aware of any fact, condition or event which may give rise to Losses for which indemnification may be sought under this Contract, provided, however, no delay on the part of the Owner Indemnified Parties in notifying Vendor shall relieve Vendor from any obligation hereunder unless (and then solely to the extent) Vendor is thereby materially prejudiced. If any lawsuit or enforcement action is filed against any party entitled to the benefit of indemnity hereunder, written notice thereof shall be given to Vendor as promptly as practicable (and in any event within fifteen (15) calendar days after the service of the citation or summons). Vendor shall be entitled, if it so elects, (i) to defend such other lawsuit or action, (ii) to employ and engage attorneys of its own choice to handle and defend the same, at Vendor's cost, risk and expense, and (iii) to compromise or settle such Claim, which compromise or settlement shall be made only with the written consent of the Owner Indemnified Parties have received reimbursement from involved (which may not be unreasonably withheld), unless such compromise or settlement includes an unconditional release of any claims against the Party bringing Owner Indemnified Parties in which event such written consent of the suitOwner Indemnified Parties shall not be required. Any amounts obtained in excess If Vendor fails to assume the defense of such amount Claim within fifteen (15) calendar days after receipt of the Claim Notice, the Owner Indemnified Parties against which such Claim has been asserted will (upon delivering notice to such effect to Vendor) have the right to undertake, at Vendor's cost and expense, the defense, compromise or settlement of such Claim on behalf of and for the infringement account and risk of UBC Controlled IP Vendor. In the event an Owner Indemnified Party assumes the defense of the Claim due to the Vendor's failure to assume the defense of such claim within fifteen (15) calendar days, such Owner Indemnified Party will keep Vendor reasonably informed of the progress of any such defense, compromise or settlement. Vendor shall be divided between the Parties such that the Party bringing the suit receives [**] percent liable for any settlement of any action effected pursuant to and in accordance with this Contract and for any final judgment ([**]%subject to any right of appeal), and Vendor agrees to indemnify and hold harmless the other two Owner Indemnified Parties will each receive [**] percent from and against any Losses by reason of such settlement or judgment. ([**]%). All Parties agree to be bound by the outcome of a suit for infringement b) Vendor's obligation under this Sectionsubsection shall not extend to alleged infringements or violations that arise because the Products provided by Vendor are used in combination with other products furnished by third parties and where any such combination was not installed, recommended or approved by Vendor.

Infringement. Subject 8.1 Each party shall inform the other promptly in writing of any alleged infringement of the Patent Rights by a third party and provide any available evidence thereof. During the term of this Agreement, if: (a) Licensee is the only licensee under the Patent Rights; (b) all licensees elect to Sections 7.4.4 and 7.4.5join with Licensee; or (c) the alleged infringement is limited to the Field, Alnylam Licensee shall within the Field of Use have the exclusive first right, but shall not the obligationbe obligated, to initiate and maintain, prosecute at its expenseown expense all infringements of the Patent Rights in its Field, an appropriate suit anywhere provided that such Patent Rights are not also licensed to another party outside the Field who has not agreed to join with Licensee, in each case, without expense to Northwestern. Northwestern shall be included as a party plaintiff in such action upon request of Northwestern, and at the expense of Northwestern. If Northwestern does not request to join the action but rather is compelled to join as a necessary party, Northwestern will remain in the world against suit without expense to Northwestern. The total cost of any Third such infringement action commenced or defended solely by Licensee, Licensee and other licensees, or where Northwestern is joined involuntarily as a necessary party, shall be borne by Licensee. Any recovery resulting from an action brought by Licensee shall be distributed as follows: (a) each Party who shall be reimbursed for any expenses it incurred in the action; (b) as to ordinary damages for past infringement, Licensee shall receive an amount equal to either (i) its lost profits, (ii) a reasonable royalty on the infringing sales, or (iii) whatever alternative measure of such damages the court shall have applied, and such amount shall be treated as Net Sales for the purpose of calculating running royalties under Section 5.1; and (c) the Parties shall share equally in any additional award, including any special or punitive damages. 8.2 If within six (6) months after having been notified of any alleged infringement, Licensee has been unsuccessful in persuading the alleged infringer to desist or has not otherwise brought and diligently is pursuing an infringement action, or if Licensee notifies Northwestern at any time is suspected prior thereto of infringing its intention not to bring suit against any alleged infringer, then, Northwestern shall have the right, but shall not be obligated, to prosecute at its own expense any infringement of the Patent Rights or using without proper authorization all defense of a declaratory judgment claim or any portion of UBC Controlled IP, counterclaim and shall control any such action for which it exercises such right. Subject to Section 7.4.4, AlCana and UBC agree to cooperate with Alnylam may include Licensee as a party plaintiff in such action. The total cost of any infringement or declaratory judgment action commenced or defended solely by Northwestern, or where Licensee is joined involuntarily as a necessary party, shall be borne by Northwestern. Northwestern shall keep any recovery or damages derived therefrom, after reimbursing Licensee’s reasonable out-of-pocket legal costs and expenses incurred in the action, including attorneys’ fees for activities that are not substantially duplicative of those of Northwestern’s counsel, on a pro-rata basis with Northwestern’s reasonable out-of-pocket legal costs and expenses, including attorneys’ fees, incurred in the action. 8.3 In any infringement suit that either party may institute to enforce the Patent Rights pursuant to this Agreement, the other party hereto shall, at the request of the party initiating such suit, cooperate in all respects and, to the extent possible, have its employees testify when requested and make available relevant records, papers, information, samples, specimens, and Alnylam the like. No settlement, consent judgment or other voluntary final disposition of the suit may be entered into without the consent of Northwestern, which consent shall reimburse AlCana and UBC not unreasonably be withheld. Licensee shall indemnify Northwestern against any order for any reasonable costs and/or expenses that may be made against Northwestern unless such Parties incur as a result suit was brought by Northwestern pursuant to Section 8.2. While Licensee, during the term of cooperating with such action. Alnylam this Agreement, shall have the right to recover [**] times consent to a sublicense Northwestern may propose to any alleged infringer for future use of the Patent Rights, Licensee shall not unreasonably withhold its legal costs specifically relating to such infringement suit and any costs that AlCana or UBC incur during such suit for which they have received reimbursement from Alnylam, from any amounts obtained from a Third Party as a result of such suit, including without limitation, any costs that AlCana or UBC incur during such suit for which they have received reimbursement from Alnylam. Any amounts obtained in excess of such amount for the infringement of UBC Controlled IP will be divided between the Parties such that Alnylam receives [**] percent ([**]%), and AlCana and UBC each receive [**] percent ([**]%). consent. 8.4 In the event that damages are awarded for a declaratory judgment action alleging the invalidity or non-infringement of multiple patents, some of which are UBC Controlled IP and some of which are not, the Parties shall agree on a reasonable allocation any of the damages award to UBC Controlled IP and make the payments described above in accordance with such allocation. Each of AlCana and UBC may bring suit for infringement or unauthorized use of UBC Controlled IP Patent Rights shall be brought other than in the Field context of Usea declaratory judgment action arising out of Northwestern’s enforcement pursuant to Section 8.2 or a counterclaim in an enforcement action pursuant to Section 8.2, at its own expenseor there is a THE COMPANY HAS REQUESTED AN ORDER FROM THE SECURITIES AND EXCHANGE COMMISSION (THE “COMMISSION”) PURSUANT TO RULE 406 UNDER THE SECURITIES ACT OF 1933, if Alnylam elects not to commence suit under this Section within [AS AMENDED, GRANTING CONFIDENTIAL TREATMENT TO SELECTED PORTIONS. ACCORDINGLY, THE CONFIDENTIAL PORTIONS HAVE BEEN OMITTED FROM THIS EXHIBIT, AND HAVE BEEN FILED SEPARATELY WITH THE COMMISSION. OMITTED PORTIONS ARE INDICATED IN THIS EXHIBIT WITH “**] days of notice of such alleged infringement from UBC or AlCana***”. If AlCana or UBC elects need to bring suit in accordance with this Sectionotherwise defend the Patent Rights, then Alnylam may thereafter join that suit at its own expense. The Party bringing the suit Northwestern shall have the first right within ninety (90) days receipt of notice to control the defense of such action, proceeding or otherwise, and Licensee shall reimburse Northwestern’s reasonable out-of-pocket legal costs and expenses incurred in the action, including attorney’s fees. 8.5 In the event Licensee challenges the validity or enforceability of the Patent Rights, Licensee shall provide Northwestern ninety (90) days prior written notice and continue to make all payments required hereunder directly to Northwestern and have no right to recover [**] times its legal costs specifically relating to such infringement suit and any costs that AlCana pay into escrow or UBC incur during such suit for which they have received reimbursement from Alnylam, from other account any amounts obtained from a Third Party as a result due to Northwestern under this Agreement. For purposes of such suitclarity, Licensee shall not be entitled to any refund or offset for any amounts paid under this Agreement, including without limitation, any costs that paid prior to or during the other Parties incur during such suit for which such other Parties have received reimbursement from period of the Party bringing challenge even if the suit. Any amounts obtained in excess of such amount for the infringement of UBC Controlled IP will be divided between the Parties such that the Party bringing the suit receives [**] percent ([**]%), and the other two Parties will each receive [**] percent ([**]%). All Parties agree to be bound by the outcome of a suit for infringement under this SectionPatent Rights are held invalid or unenforceable.

Infringement. Subject to Sections 7.4.4 and 7.4.5, Alnylam shall 9.1. Each Party will promptly inform the other in writing of any alleged infringement by a third party of any of the patents within the Field Patent Rights, and provide such other party with any available evidence of Use infringement. Cortex will not settle or compromise any claim or action, including without limitation any declaratory judgment action alleging invalidity or non-infringement of any of the Patent Rights, in a manner that imposes any restrictions, limitations, responsibilities or obligations on the University without the University’s express written consent. 9.2. During the term of this Agreement, and following the term to the extent claims relate to activities during the term, Cortex will have the exclusive right to prosecute at its own expense any such infringements of the Patent Rights and, in furtherance of such prosecution; Cortex may join the University as a party plaintiff in any such suit, without expense to the University. Cortex will have the right to defend at its own expense any declaratory judgment action alleging invalidity or non-infringement of any of the Patent Rights, and, in furtherance thereof, Cortex may join the University as a party in any such suit, without expense to the University. The total cost of any such action commenced or defended solely by Cortex will be borne by Cortex. Any recovery of damages by Cortex as a result of such action shall be applied first in satisfaction of any reasonable un-reimbursed expenses and attorneys’ fees of Cortex relating to the action, and second in satisfaction of reasonable un-reimbursed legal expenses and attorneys’ fees of the University, if any, relating to the action. The balance remaining from any such recovery shall be distributed to Cortex, provided that Cortex will pay to the University such royalties as would otherwise be applicable under Article 3 hereof for that portion of Cortex’s recovery attributable to lost sales, payments or revenues. 9.3. If, within One Hundred Eighty (180) days after having been notified of any alleged infringement, Cortex has been unsuccessful in persuading the alleged infringer to desist, and has not brought, or otherwise is not diligently prosecuting, an infringement action, or if Cortex notifies the University at any time prior thereto of its intention not to bring suit against any alleged infringer that has not been licensed by Cortex under the Patent Rights, then, and in those events only, the University will have the right, but not the obligation, to initiate and maintain, prosecute at its expenseown expense any infringement of the Patent Rights, and the University may, for such purposes, use the name of Cortex as party plaintiff. Settlement, consent judgment or other voluntary final disposition of the suit may be entered into by the University without the consent of Cortex, provided however that the University will not settle or compromise any claim or action, including without limitation any declaratory judgment action alleging invalidity or non-infringement of any of the Patent Rights, in a manner that imposes any restrictions, limitations, responsibilities or obligations on Cortex without Cortex’s express written consent. The total cost of any such infringement action commenced or defended solely by the University will be borne by the University, and the University will keep any recovery or damages, for past infringement or otherwise, derived therefrom. 9.4. In the event an appropriate suit anywhere in the world against any Third Party who at any time is suspected of infringing or using without proper authorization all action for infringement or any portion declaratory judgment action alleging invalidity or non-infringement of UBC Controlled IPany of the Patent Rights, and shall control any such action for which it exercises such right. Subject to Section 7.4.4is brought against Cortex arising from the practice of the Patent Rights, AlCana and UBC agree to cooperate with Alnylam in such action, and Alnylam shall reimburse AlCana and UBC for any reasonable costs such Parties incur as a result of cooperating with such action. Alnylam shall Cortex will have the right to recover [**] times its legal costs specifically relating to defend such infringement suit action and any costs that AlCana or UBC incur during such suit for which they have received reimbursement from Alnylam, from any amounts obtained from a Third Party as a result of such suit, including without limitation, any costs that AlCana or UBC incur during such suit for which they have received reimbursement from Alnylam. Any amounts obtained in excess of such amount for the infringement of UBC Controlled IP will be divided between the Parties such that Alnylam receives [**] percent ([**]%)solely responsible for all attorneys fees, costs of defense, and AlCana liability arising out of that action. Cortex will indemnify and UBC each receive [**] percent ([**]%)hold harmless the University, its trustees, officers, directors, employees, agents, students and affiliates from and against any and all such claims, losses, damages or liabilities. 9.5. In the event that damages are awarded for the a declaratory judgment action alleging invalidity or non-infringement of multiple patentsany of the Patent Rights will be brought against Cortex , some of which are UBC Controlled IP and some of which are notCortex declines to defend the same or otherwise is not diligently defending such action, then, and in those events only, the Parties shall agree on a reasonable allocation of the damages award to UBC Controlled IP and make the payments described above in accordance with such allocation. Each of AlCana and UBC may bring suit for infringement or unauthorized use of UBC Controlled IP in the Field of UseUniversity, at its own expenseoption, if Alnylam elects not to commence suit under this Section within [**] days of notice of such alleged infringement from UBC or AlCana. If AlCana or UBC elects to bring suit in accordance with this Section, then Alnylam may thereafter join that suit at its own expense. The Party bringing the suit shall will have the right to recover [**] times intervene and take over the sole defense of the action at its legal costs specifically relating own expense (and without expense to such infringement suit and any costs that AlCana or UBC incur during such suit for which they have received reimbursement from Alnylam, from any amounts obtained from a Third Party as a result of such suit, including without limitation, any costs that the other Parties incur during such suit for which such other Parties have received reimbursement from the Party bringing the suit. Any amounts obtained in excess of such amount for the infringement of UBC Controlled IP will be divided between the Parties such that the Party bringing the suit receives [**] percent ([**]%Cortex), and whereupon the University will keep any recovery and damages derived therefrom or from any counterclaims asserted therein. 9.6. In any infringement suit brought or Declaratory Judgment Action defended by either Party to protect any of the Patent Rights pursuant to this Agreement, the other two Parties will each receive [**] percent ([**]%). All Parties agree 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 be bound by the outcome of a suit for infringement under this Sectionextent possible, have its employees testify when requested and make available relevant records, papers, information, samples, specimens, and the like.

Infringement. Subject to Sections 7.4.4 7.1 LICENSEE shall inform UM promptly in writing of any alleged infringement of the INTELLECTUAL PROPERTIES by a third party and 7.4.5of any available evidence thereof. Likewise UM shall inform the LICENSEE promptly in writing of any alleged infringement of INTELLECTUAL PROPERTIES by a third party. 7.2 During the term of this Agreement, Alnylam LICENSEE shall within the Field of Use have the exclusive right, but shall not the obligationbe obligated, to initiate and maintain, prosecute at its expenseown expense all infringements of the INTELLECTUAL PROPERTIES and, in furtherance of such right, UM hereby agrees that LICENSEE may include UM as a party plaintiff in any such suit, without expense to UM. The total cost of any such infringement action commenced or defended solely by LICENSEE shall be borne by LICENSEE and LICENSEE shall keep any recovery or damages for past infringement derived therefrom. 7.3 If within three (3) 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 appropriate suit anywhere in the world against any Third Party who infringement action, or if LICENSEE shall notify UM at any time is suspected prior thereto of infringing or using without proper authorization all or its intention not to bring suit against any portion of UBC Controlled IPalleged infringer, then, and shall control any such action for which it exercises such right. Subject to Section 7.4.4in those events only, AlCana and UBC agree to cooperate with Alnylam in such action, and Alnylam shall reimburse AlCana and UBC for any reasonable costs such Parties incur as a result of cooperating with such action. Alnylam UM shall have the right, but shall not be obligated, to prosecute at its own expense any infringement of the INTELLECTUAL PROPERTIES, and UM may, for such purposes, use the name of LICENSEE as party plaintiff; provided, however, that such right to recover [**] times its 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 LICENSEE, which consent shall not unreasonably be withheld. Any recovery of damages by UM for each such suit shall be applied first in satisfaction of any unreimbursed expenses and legal costs specifically fees of UM relating to such infringement suit and any costs that AlCana or UBC incur during such suit for which they have received reimbursement from Alnylam, suit. The balance remaining from any amounts obtained from a Third Party as a result of such suit, including without limitation, any costs that AlCana or UBC incur during such suit for which they have received reimbursement from Alnylam. Any amounts obtained in excess of such amount for the infringement of UBC Controlled IP will recovery shall be divided equally between the Parties such that Alnylam receives [**] percent ([**]%), LICENSEE and AlCana and UBC each receive [**] percent ([**]%). UM. 7.4 In the event that damages are awarded for LICENSEE shall undertake the infringement of multiple patents, some of which are UBC Controlled IP and some of which are not, the Parties shall agree on a reasonable allocation enforcement and/or defense of the damages award INTELLECTUAL PROPERTIES by litigation, LICENSEE may withhold up to UBC Controlled IP and make one hundred percent (100%) of the payments described above otherwise thereafter due UM under Article 4 hereunder and apply the same toward reimbursement of up to half of LICENSEE's actual documented expenses, including reasonable attorneys' fees, in accordance with connection therewith. Any recovery of damages by LICENSEE for each such allocation. Each suit shall be applied first in satisfaction of AlCana any unreimbursed expenses and UBC may bring suit legal fees of LICENSEE relating to such suit, and next toward reimbursement of UM for infringement any payments under Article 4 past due or unauthorized use withheld and applied pursuant to this Article 7. 7.5 In the event that a declaratory judgment action alleging invalidity or noninfringement of UBC Controlled IP in any of the Field INTELLECTUAL PROPERTIES shall be brought against LICENSEE, UM, at its option, shall have the right, within thirty (30) days after commencement of Usesuch action, to intervene and take over the sole defense of the action at its own expense. 7.6 In any infringement suit as either party may institute to enforce the INTELLECTUAL PROPERTIES pursuant to this Agreement, if Alnylam elects not the other party hereto shall, at the request and expense of the party initiating such suit, cooperate in all respects and, to commence suit under 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 exclusive period of this Section within [**] days of notice of such alleged infringement from UBC or AlCana. If AlCana or UBC elects to bring suit Agreement, shall have the sole right in accordance with this Section, then Alnylam may thereafter join that suit at its own expense. The Party bringing the suit terms and conditions herein to sublicense any alleged infringer for future use of the INTELLECTUAL PROPERTIES; royalties under such sublicenses shall have the right to recover [**] times its legal costs specifically relating to such infringement suit and any costs that AlCana or UBC incur during such suit for which they have received reimbursement from Alnylam, from any amounts obtained from a Third Party as a result of such suit, including without limitation, any costs that the other Parties incur during such suit for which such other Parties have received reimbursement from the Party bringing the suit. Any amounts obtained in excess of such amount for the infringement of UBC Controlled IP will be divided between the Parties such that the Party bringing the suit receives [**] percent ([**]%), and the other two Parties will each receive [**] percent ([**]%). All Parties agree to be bound by the outcome of a suit for infringement under this Sectiontreated per Article 4.

Infringement. Subject 6.1 GENERAL will protect its PATENT RIGHTS from infringement and prosecute infringers when, in its sole judgment, such action may be reasonably necessary, proper and justified. 6.2 If PALOMAR shall have supplied GENERAL with written evidence demonstrating to Sections 7.4.4 GENERAL’s reasonable satisfaction prima facie infringement of a claim of a PATENT RIGHT by a third party, whether such infringement occurred or is alleged to have occurred before or after the EFFECTIVE DATE, PALOMAR may by notice request GENERAL to take steps to protect the PATENT RIGHT. GENERAL shall notify PALOMAR within sixty (60) days of the receipt of such notice whether GENERAL intends to prosecute the alleged infringement. If GENERAL notifies PALOMAR that it intends to so prosecute, GENERAL shall, within three (3) months of its notice to PALOMAR either (i) cause infringement to terminate or (ii) initiate legal proceedings against the infringer. In the event GENERAL notifies PALOMAR that GENERAL does not intend to prosecute said infringement PALOMAR may, upon notice to GENERAL, initiate legal proceedings against the infringer at PALOMAR’s expense and 7.4.5in GENERAL’s name if so required by law. No settlement, Alnylam consent judgment or other voluntary final disposition of the suit which invalidates or restricts the claims of such PATENT RIGHTS may be entered into without the consent of GENERAL, which consent shall within the Field of Use have the exclusive right, but not the obligation, to initiate and maintain, at its expense, an appropriate suit anywhere in the world against any Third Party who at any time is suspected of infringing or using without proper authorization all or any portion of UBC Controlled IPbe unreasonably withheld, and shall control not be withheld unless GENERAL assumes responsibility for future expenses in litigation. PALOMAR shall indemnify GENERAL against any order for payment that may be made against GENERAL in such action for which it exercises such right. Subject proceedings. 6.3 In the event one party shall initiate or carry on legal proceedings to Section 7.4.4enforce any PATENT RIGHT against any alleged infringer, AlCana and UBC agree to the other party shall fully cooperate with Alnylam and supply all assistance reasonably requested by the party initiating or carrying on such proceedings. The party which institutes any suit to protect or enforce a PATENT RIGHT shall have sole control of that suit and shall bear the reasonable expenses (excluding legal fees) incurred by said other party in providing such assistance and cooperation as is requested pursuant to this Article 6. The party initiating or carrying on such legal proceedings shall keep the other party informed of the progress of such proceedings and said other party shall be entitled to counsel in such actionproceedings but at its own expense. Any award paid by third parties as the result of such proceedings (whether by way of settlement or otherwise) shall first be applied to reimbursement of the unreimbursed legal fees and expenses incurred by either party, and Alnylam then the remainder shall reimburse AlCana and UBC for any reasonable costs such Parties incur be divided between the parties as follows: (i) If the amount is based on lost profits, PALOMAR shall receive an amount equal to the damages the court determines PALOMAR has suffered as a result of cooperating with such action. Alnylam shall the infringement less the amount of any royalties that would have the right to recover [**] times its legal costs specifically relating to such infringement suit and any costs that AlCana or UBC incur during such suit for which they have received reimbursement from Alnylam, from any amounts obtained from a Third Party been due GENERAL on sales of PRODUCT lost by PALOMAR as a result of the infringement had PALOMAR made such suit, including without limitation, any costs that AlCana or UBC incur during such suit for which they sales; and (ii) GENERAL shall receive an amount equal to the royalties it would have received reimbursement from Alnylam. Any amounts obtained if such sales had been made by PALOMAR; or (b) As to awards other than those based on lost profits, sixty (60) percent to the party initiating such proceedings and forty (40) percent to the other party, provided that in excess of such amount for the infringement of UBC Controlled IP will be divided between the Parties such that Alnylam receives [**] percent ([**]%), and AlCana and UBC each receive [**] percent ([**]%). In the event that damages are awarded GENERAL has paid for further litigation subsequent to GENERAL’s refusal to agree to a settlement, consent judgment or voluntary final disposition of a suit pursuant to Paragraph 6.2, such awards shall be divided equally between the infringement of multiple patents, some of which are UBC Controlled IP and some of which are not, parties. 6.4 For the Parties shall agree on a reasonable allocation purpose of the damages award proceedings referred to UBC Controlled IP in this Article 6, GENERAL and make PALOMAR shall permit the payments described above in accordance with such allocation. Each of AlCana and UBC may bring suit for infringement or unauthorized use of UBC Controlled IP their names and shall execute such documents and carry out such other acts as may be necessary. The party initiating or carrying on such legal proceedings shall keep the other party informed of the progress of such proceedings and said other party shall be entitled to counsel in the Field of Use, such proceedings but at its own expense, if Alnylam elects not said expenses to commence suit under this Section within [**] days of notice of such alleged infringement from UBC or AlCana. If AlCana or UBC elects to bring be off-set against any damages received by the party bringing suit in accordance with the foregoing Paragraph 6.3. 6.5 The provisions of this Section, then Alnylam may thereafter join that suit at its own expense. The Party bringing Article 6 shall apply only to PATENT RIGHTS licensed to PALOMAR under Paragraph 2.1 in the suit shall have country in which the right to recover [**] times its legal costs specifically relating to such alleged infringement suit and any costs that AlCana or UBC incur during such suit for which they have received reimbursement from Alnylam, from any amounts obtained from a Third Party as a result of such suit, including without limitation, any costs that the other Parties incur during such suit for which such other Parties have received reimbursement from the Party bringing the suit. Any amounts obtained in excess of such amount for the infringement of UBC Controlled IP will be divided between the Parties such that the Party bringing the suit receives [**] percent ([**]%), and the other two Parties will each receive [**] percent ([**]%). All Parties agree to be bound by the outcome of a suit for infringement under this Sectionis taking place.

Infringement. Subject 8.1 The Licensee shall promptly report to Sections 7.4.4 NXT any infringement or threatened infringement or unauthorized disclosure or use of the IPR which comes to its attention, giving full particulars of all information available to the Licensee in respect of such infringement, disclosure or use. 8.2 At NXT's request, the Licensee shall promptly provide all reasonable information and 7.4.5assistance in respect of potential or actual proceedings concerning the IPR including, Alnylam without limitation, the giving of written and oral evidence by the relevant employees and officers of the Licensee. NXT will reimburse any reasonable expenses of the Licensee in relation to its obligations under this clause 8.2. 8.3 The Licensee shall within have no right to bring proceedings or counterclaims against third parties in respect of the Field IPR and shall not make any admissions in respect of Use have the exclusive rightIPR without the written consent of NXT. 8.4 If a third party makes or brings a claim, but not action or demand against the obligationLicensee which arises from the use of the IPR (an "IP Action"), to initiate then the Licensee shall: a) immediately give NXT full written details; b) allow NXT immediate and maintainsole control over the defense and all negotiations for a settlement or compromise of the IP Action; c) cooperate fully with NXT in the defense and all negotiations for a settlement or compromise of the IP Action and, at the request of NXT, provide all information and assistance including, without limitation, the giving of written and oral evidence by its expenserelevant officers, an appropriate suit anywhere in employees and agents; and d) immediately comply with any direction of NXT to modify the world Licensed Products and/or cease the activities which are the subject of the IP Action. Conditional upon the Licensee complying with the provisions of (a) to (d) above, NXT shall promptly indemnify the Licensee against any Third Party who at any time is suspected final award for actual damages assessed by a court of infringing or using without proper authorization all or any portion of UBC Controlled IPcompetent jurisdiction in an IP Action (excluding, and shall control any such action for which it exercises such right. Subject to Section 7.4.4, AlCana and UBC agree to cooperate with Alnylam in such action, and Alnylam shall reimburse AlCana and UBC for any reasonable costs such Parties incur as a result of cooperating with such action. Alnylam shall have the right to recover [**] times its legal costs specifically relating to such infringement suit and any costs that AlCana or UBC incur during such suit for which they have received reimbursement from Alnylam, from any amounts obtained from a Third Party as a result of such suit, including without limitation, any costs that AlCana award for increased, punitive, penal or UBC incur during such suit for which they have received reimbursement from Alnylam. Any amounts obtained similar damages and any legal costs) in excess of such amount for the infringement of UBC Controlled IP will be divided between the Parties such that Alnylam receives [**] percent ([**]%), and AlCana and UBC each receive [**] percent ([**]%). In the event that damages are awarded for the infringement of multiple patents, some of which are UBC Controlled IP and some of which are not, the Parties shall agree on a reasonable allocation respect of the damages award period commencing 14 days after the date of notification under (a) above. 8.5 Clause 8.4 does not affect the provisions of clause 7.2(a) and states and limits the liability of NXT to UBC Controlled the Licensee with regard to any IP and make Action. Accordingly, but subject to clause 8.4, NXT shall not be liable to the payments described above in accordance with such allocation. Each Licensee for any injury, loss or damage of AlCana and UBC may bring suit for infringement any kind howsoever sustained or unauthorized use of UBC Controlled incurred by the Licensee arising from or caused by an IP in the Field of UseAction or consequences thereof (including, at its own expense, if Alnylam elects not to commence suit under this Section within [**] days of notice of such alleged infringement from UBC or AlCana. If AlCana or UBC elects to bring suit in accordance with this Section, then Alnylam may thereafter join that suit at its own expense. The Party bringing the suit shall have the right to recover [**] times its legal costs specifically relating to such infringement suit and any costs that AlCana or UBC incur during such suit for which they have received reimbursement from Alnylam, from any amounts obtained from a Third Party as a result of such suit, including without limitation, loss or damage caused by business interruption or any costs that the other Parties incur during such suit for which such other Parties have received reimbursement from the Party bringing the suit. Any amounts obtained in excess of such amount for the infringement of UBC Controlled IP will be divided between the Parties such that the Party bringing the suit receives [**] percent ([**]%), and the other two Parties will each receive [**] percent ([**]%indirect or consequential loss or damage). All Parties agree Nothing in this clause shall exclude, restrict or modify any condition or warranty implied by law where to be bound by the outcome of a suit for infringement under do so would render this Sectionclause 8.5 void or unenforceable.

Infringement. Subject 8.1 GENERAL will protect its PATENT RIGHTS from infringement and prosecute infringers when, in its sole judgment, such action may be reasonably necessary, proper and justified. 8.2 If NYMOX shall have supplied GENERAL with written evidence demonstrating to Sections 7.4.4 GENERAL's reasonable satisfaction prima facie infringement of a claim of a PATENT RIGHT by a third party, NYMOX may by notice request GENERAL to take steps to protect the PATENT RIGHT, and 7.4.5, Alnylam unless GENERAL shall within three (3) months of the Field of Use have the exclusive right, but not the obligation, to initiate and maintain, at its expense, an appropriate suit anywhere in the world against any Third Party who at any time is suspected of infringing or using without proper authorization all or any portion of UBC Controlled IP, and shall control any such action for which it exercises such right. Subject to Section 7.4.4, AlCana and UBC agree to cooperate with Alnylam in such action, and Alnylam shall reimburse AlCana and UBC for any reasonable costs such Parties incur as a result of cooperating with such action. Alnylam shall have the right to recover [**] times its legal costs specifically relating to such infringement suit and any costs that AlCana or UBC incur during such suit for which they have received reimbursement from Alnylam, from any amounts obtained from a Third Party as a result receipt of such suitnotice either (i) cause infringement to terminate or (ii) initiate legal proceedings against the infringer, including without limitationNYMOX may, upon notice to GENERAL, initiate legal proceedings against the infiinger at NYMOX's expense and in GENERAL's name if so required by law. NYMOX's reasonable and customary expenses for such legal proceedings shall be fully creditable against royalties owed to GENERAL hereunder, provided that in no event shall any costs that AlCana or UBC incur during such suit for which they have received reimbursement from Alnylam. Any amounts obtained in excess of such amount for the infringement of UBC Controlled IP will royalty payment to GENERAL be divided between the Parties such that Alnylam receives [**] percent ([**]reduced by more than 50%), and AlCana and UBC each receive [**] percent ([**]%). . 8.3 In the event one party shall initiate or carry on legal proceedings to enforce any PATENT RIGHT against any alleged infringer, and the other party shall fully cooperate with and supply all assistance reasonably requested by the party initiating or carrying on such proceedings. The party which institutes any suit to protect or enforce a PATENT RIGHT shall have sole control of that damages are awarded for suit and shall bear the infringement of multiple patents, some of which are UBC Controlled IP reasonable expenses (excluding legal fees) incurred by said other party in providing such assistance and some of which are not, cooperation as is requested pursuant to this paragraph. The party initiating or carrying on such legal proceedings shall keep the Parties shall agree on a reasonable allocation other party informed of the damages award to UBC Controlled IP and make the payments described above in accordance with such allocation. Each of AlCana and UBC may bring suit for infringement or unauthorized use of UBC Controlled IP in the Field of Use, at its own expense, if Alnylam elects not to commence suit under this Section within [**] days of notice progress of such alleged infringement from UBC or AlCana. If AlCana or UBC elects proceedings and said other party shall be entitled to bring suit counsel in accordance with this Section, then Alnylam may thereafter join that suit such proceedings but at its own expense. The Party bringing Any award paid by third parties as the suit result of such proceedings (whether by way of settlement or otherwise) shall have first be applied to reimbursement of the right unreimbursed legal fees and expenses incurred by either party and then to recover [**] times its the payment to GENES of the amount of royalties which were applied to the expense of legal costs specifically relating proceedings in accordance with paragraph 8.2 above and then the remainder shall be divided between the parties as follows; (i) If the amount is lost profits, NYMOX shall receive an amount equal to such infringement suit and any costs that AlCana or UBC incur during such suit for which they have received reimbursement from Alnylam, from any amounts obtained from a Third Party the damages the court determines NYMOX has suffered as a result of the infringement less the amount of any royalties that would have been due GENERAL on sales of PRODUCT lost by NYMOX as a result of the infringement had NYMOX made such suitsales; and (ii) GENERAL shall receive an amount equal to the royalties it would have received if such sales had been made by NYMOX; or (b) As to awards other than lost profits, including without limitation, any costs that seventy (70) percent to the party initiating such proceedings and thirty (30) percent to the other Parties incur during party. 8.4 For the purpose of the proceedings referred to in this paragraph 8, GENERAL and NYMOX shall permit the use of their names and shall execute such suit for which documents and carry out such other Parties have received reimbursement from the Party bringing the suit. Any amounts obtained in excess of such amount for the infringement of UBC Controlled IP will acts as may be divided between the Parties such that the Party bringing the suit receives [**] percent ([**]%), and the other two Parties will each receive [**] percent ([**]%). All Parties agree to be bound by the outcome of a suit for infringement under this Sectionnecessary.