Common use of Patent Enforcement Clause in Contracts

Patent Enforcement. As between DURECT and PTI, DURECT shall have the first right, but not the duty, to institute infringement actions against Third Parties based on any DURECT Patent Rights or DURECT Technology in the Territory. If DURECT does not institute an infringement proceeding against an offending Third Party based on DURECT’s Patent Rights or DURECT Technology relating to the manufacture, use or sale of any products incorporating any Opioid Drug intended for the oral route comprising a Controlled Release Carrier in the Field in the Territory within [* * *] months after receipt of written notice from PTI, PTI shall have the right, but not the duty, to institute such an action, provided, however, that notwithstanding the foregoing, if DURECT notifies PTI during such [* * *] month period that it disputes in good faith whether such Third Party is infringing DURECT Patent Rights or DURECT Technology by the manufacture, use, sale or importation of products incorporating any Opioid Drug intended for the oral route comprising a Controlled Release Carrier in the Field in the Territory, then the Parties shall refer such matter to a mutually acceptable independent patent counsel. The patent counsel will be asked to render his or her opinion on the matter within [* * *] days after referral. In the event the patent counsel renders an opinion, based on all facts available to him or her, that the Third Party is so infringing the DURECT Technology and DURECT Patents in the Field in the Territory, then PTI may, at its election, initiate an action against such Third Party. If the patent counsel renders an opinion, based on all facts available to him or her, that the Third Party is not so infringing the DURECT Technology and DURECT Patents in the Field in the Territory, then PTI may not initiate an action against such Third Party. The Party against whom the opinion is rendered shall bear all costs of the patent counsel in rendering such opinion. The costs and expenses of any infringement action (including fees of attorneys and other professionals) brought against a Third Party under this Section 12.3 shall be borne by the Party instituting the action, or, if the Parties elect to cooperate in instituting and maintaining such action, such costs and expenses shall be borne by the Parties in such proportions as they may agree in writing. Each Party shall execute all necessary and proper documents and take such actions as shall be appropriate to allow the other Party to institute and prosecute such infringement actions. Any award paid by Third Parties as a result of such an infringement action (whether by way of settlement or otherwise), shall be used first to reimburse the Party(ies) initiating and maintaining such action for the costs and expenses (including attorneys’ and professional fees) incurred in connection with such action, and the remainder of the recovery shall be (to the extent the same represents damages from manufacture, use, sales or importation of products incorporating any Opioid Drug intended for the oral route comprising a Controlled Release Carrier within the Field) treated as Net Sales (i.e., paid to or retained by PTI, as applicable, less the applicable royalty as calculated in accordance with Section 9.5 to be retained by or paid to DURECT, as applicable) and any remainder (i.e., that remaining portion, if any, that does not represent damages from manufacture, use, sales or importation of products incorporating any Opioid Drug within the Field intended for the oral route comprising a Controlled Release Carrier) shall be paid to DURECT.

Patent Enforcement. As between DURECT (a) Each Party will notify the other within [*] of any infringement by a Third Party of any of the Portola Patents or Joint Patents in the Territory of which such Party becomes aware, including any “patent certification” filed in the United States under 21 U.S.C. §355(b)(2) or 21 U.S.C. §355(j)(2) or similar provisions in other jurisdictions and PTIof any declaratory judgment, DURECT opposition, or similar action alleging the invalidity, unenforceability or non-infringement of any of the Portola Patents or Joint Patents (collectively, an “Infringement”). Any such Infringement that (x) arises with respect to a [*], or (y) arises from [*] or [*] in the Licensed Field (or any other [*] within the scope of the [*]) shall be deemed a “Product Infringement”. (b) Biogen Idec shall have the first right, but not the duty, right to institute infringement actions against Third Parties based on bring and control any DURECT Patent Rights or DURECT Technology legal action in the Territory. If DURECT does not institute an infringement proceeding against an offending Third Party based on DURECT’s Patent Rights or DURECT Technology relating to the manufacture, use or sale of any products incorporating any Opioid Drug intended for the oral route comprising a Controlled Release Carrier in the Field connection with such Product Infringement in the Territory within as it reasonably determines appropriate (provided that Biogen Idec shall not have the right to enforce any [* * *] months after receipt with respect to infringing conduct that is outside the scope of written notice from PTIthe [*]), PTI which right shall be [*] with respect to Product Infringements concerning [*], and Portola shall have the right, but not the duty, right to institute be represented in any such an action, provided, however, that notwithstanding the foregoing, if DURECT notifies PTI during such [* * *] month period that it disputes in good faith whether such Third Party is infringing DURECT Patent Rights or DURECT Technology action by the manufacture, use, sale or importation counsel of products incorporating any Opioid Drug intended for the oral route comprising a Controlled Release Carrier in the Field in the Territory, then the Parties shall refer such matter to a mutually acceptable independent patent counsel. The patent counsel will be asked to render his or her opinion on the matter within [* * *] days after referral. In the event the patent counsel renders an opinion, based on all facts available to him or her, that the Third Party is so infringing the DURECT Technology its choice and DURECT Patents in the Field in the Territory, then PTI may, at its election, initiate an action against such Third Partyown expense. If the patent counsel renders an opinion, based on all facts available to him or her, that the Third Party is not so infringing the DURECT Technology and DURECT Patents in the Field in the Territory, then PTI may not initiate an action against such Third Party. The Party against whom the opinion is rendered Biogen Idec shall bear all costs other [*] = Certain confidential information contained in this document, marked by brackets, has been omitted and filed separately with the Securities and Exchange Commission pursuant to Rule 406 of the patent counsel in rendering such opinionSecurities Act of 1933, as amended. The reasonable costs and expenses of any infringement action (including fees of attorneys and other professionals) brought against a Third Party under this Section 12.3 shall be borne by the Party instituting the action, or, if the Parties elect to cooperate in instituting and maintaining such action, such costs and expenses shall be borne by the Parties in such proportions as they may agree in writing. Each Party shall execute all necessary and proper documents and take such actions as shall be appropriate to allow the other Party to institute and prosecute such infringement actions. Any award paid by Third Parties as a result of such an infringement action (whether by way of settlement or otherwise), shall be used first to reimburse the Party(ies) initiating and maintaining such action for the costs and expenses (including attorneys’ and professional fees) incurred in connection with such legal action, provided that, in the event Portola does not exercise its Opt-Out Option, then such expenses incurred with respect to any Patents Rights in the Profit Share Territory shall be shared on the basis of [*] to Biogen Idec and [*] to Portola as [*]. (c) The enforcing Party shall keep the remainder other Party reasonably informed of the recovery status and progress of such enforcement efforts, shall reasonably consider the other Party’s comments on any such efforts. At the request of the enforcing Party, the other Party shall provide reasonable assistance in connection therewith, including by executing reasonably appropriate documents, cooperating in discovery and joining as a party to the action if required. (d) In connection with any such proceeding, the Party bringing the action shall not enter into any settlement admitting the invalidity of, or otherwise impairing the other Party’s rights in, the Portola Patents or Joint Patents without the prior written consent of the other Party. (e) Any recoveries resulting from such an action relating to a claim of Product Infringement shall be (first applied against payment of each Party’s costs and expenses in connection therewith, provided that to the extent that such costs and expenses were shared by the same represents damages from manufactureParties [*] pursuant to Section 9.3(a), usethen such reimbursement shall be similarly shared. Any such recoveries in excess of such costs and expenses (the “Remainder”) will be shared by the Parties as follows: (a) if Portola has not exercised the Opt-Out Option, sales or importation of products incorporating any Opioid Drug intended for the oral route comprising a Controlled Release Carrier within the Field) such Remainder shall be treated as Net Sales (i.e., paid to or retained Collaboration Operating Profit and shared by PTI, as applicable, less the applicable royalty as calculated Parties in accordance with Section 9.5 to be retained by or paid to DURECT8.3; and (b) if Portola has exercised the Opt-Out Option, as applicable) and any remainder (i.e., that remaining portion, if any, that does not represent damages from manufacture, use, sales or importation of products incorporating any Opioid Drug within the Field intended for the oral route comprising a Controlled Release Carrier) then such Remainder shall be paid [*], provided that [*]. (f) Portola shall have the exclusive right to DURECTenforce the Portola Patents [*] for any Infringement that is not a Product Infringement, without obligations to Biogen Idec except (i) as provided in Section 9.2 with respect to Infringements constituting reissues, reexaminations, appeals to appropriate patent offices and/or courts, interferences, derivation proceeding, post-grant review proceedings and foreign oppositions or similar proceedings, and (ii) Portola shall not enter into any settlement admitting the invalidity of, or otherwise impairing Biogen Idec’s rights in, the Portola Patents or Joint Patents without the prior written consent of Biogen Idec. Portola shall [*] or [*] with respect to any infringement, expressly including any infringement [*], [*].

Patent Enforcement. As between DURECT (a) If either party becomes aware of any (i) infringement, anywhere in the world, of any TeneoBio Patent on account of a Third Party’s manufacture, use or sale of a CAR Product in the Field, including any BLA filed by a Third Party for a product that names a CAR Product as a reference product (or similar filing in a country other than the U.S.) or (ii) declaratory judgment action by a Third Party conducting any such manufacture, use or sale in the Field that alleges the invalidity, unenforceability or non-infringement of a TeneoBio Patent (collectively (i) and PTI(ii), DURECT a “Product Infringement”), such party shall promptly notify the other party in writing to that effect. (b) Licensee shall have the first right, but not the dutyobligation, to institute bring an appropriate suit or take other action against any person or entity engaged in, or to defend against, such Product Infringement, […***…]; provided that, (i) for clarity, Licensee shall have no right to enforce the TeneoBio Patents, or take any other action in connection with the infringement actions against Third Parties based on thereof, outside of the Field, and (ii) Licensee shall not settle any DURECT Patent Rights suit or DURECT Technology action in a manner that would negatively impact the TeneoBio Patents without TeneoBio’s prior written consent, which shall not be unreasonably withheld. If Licensee does not, within […***…] days after its receipt or delivery of notice under Section 3.5(a), commence a suit to enforce the applicable TeneoBio Patents in the Territory. If DURECT does not institute an infringement proceeding Field, take other action to terminate such Product Infringement or initiate a defense against an offending Third Party based on DURECT’s Patent Rights or DURECT Technology relating to the manufacturesuch Product Infringement, use or sale of any products incorporating any Opioid Drug intended for the oral route comprising a Controlled Release Carrier in the Field in the Territory within [* * *] months after receipt of written notice from PTI, PTI then TeneoBio shall have the right, but not the dutyobligation, to institute commence any suit or take any action against, or defend against, such an actionProduct Infringement […***…]. In such event, provided, however, that notwithstanding Licensee shall take appropriate actions in order to enable TeneoBio to commence a suit or take the foregoing, if DURECT notifies PTI during such [* * *] month period that it disputes in good faith whether such Third Party is infringing DURECT Patent Rights or DURECT Technology by the manufacture, use, sale or importation of products incorporating any Opioid Drug intended for the oral route comprising a Controlled Release Carrier actions set forth in the Field preceding sentence. TeneoBio shall not settle any such suit or action in any manner that would negatively impact the TeneoBio Patents or that would limit or restrict the ability of Licensee to sell CAR Products anywhere in the Territoryworld without the prior written consent of Licensee, then which shall not be unreasonably withheld. Each party shall have the Parties right, […***…], to be represented in any such suit by counsel of its own choice. (c) Each party shall refer cooperate with and provide to the party enforcing any such matter rights under Section 3.5(b) reasonable assistance in such enforcement, at such enforcing party’s request and expense. TeneoBio further agrees to join, at Licensee’s expense, any such action brought by Licensee under Section 3.5(b) as a mutually acceptable independent patent counselparty plaintiff if required by applicable law to pursue such action. The patent counsel will be asked to render his or her opinion on enforcing party under Section 3.5(b) shall keep the matter within [* * *] days after referral. In the event the patent counsel renders an opinion, based on all facts available to him or her, that the Third Party is so infringing the DURECT Technology and DURECT Patents in the Field in the Territory, then PTI may, at its election, initiate an action against such Third Party. If the patent counsel renders an opinion, based on all facts available to him or her, that the Third Party is not so infringing the DURECT Technology and DURECT Patents in the Field in the Territory, then PTI may not initiate an action against such Third Party. The Party against whom the opinion is rendered shall bear all costs other party regularly informed of the patent counsel in rendering status and progress of such opinionenforcement efforts, and shall reasonably consider the other party’s comments on any such efforts. The costs and expenses Licensee may exercise any of any infringement action (including fees of attorneys and other professionals) brought against a Third Party its rights under this Section 12.3 3.5 through an Affiliate or Sublicensee. (d) The party bringing or defending a claim, suit or action under Section 3.5(b) shall be borne solely responsible for any expenses incurred by the Party instituting the action, or, if the Parties elect to cooperate in instituting and maintaining such action, such costs and expenses shall be borne by the Parties in such proportions as they may agree in writing. Each Party shall execute all necessary and proper documents and take such actions as shall be appropriate to allow the other Party to institute and prosecute such infringement actions. Any award paid by Third Parties party as a result of such an infringement action (whether by way of settlement claim, suit or otherwise)action. If such party recovers monetary damages in such claim, shall be used first to reimburse the Party(ies) initiating and maintaining such action for the costs and expenses (including attorneys’ and professional fees) incurred in connection with such suit or action, and the remainder of the such recovery shall be (allocated first to the extent reimbursement of any expenses incurred by the same represents damages from manufactureparties in such litigation (including, usefor this purpose, sales a reasonable allocation of expenses of internal counsel), and any remaining amounts shall be allocated as follows: (i) if [...***…] is the enforcing or importation of products incorporating any Opioid Drug intended for defending party, the oral route comprising a Controlled Release Carrier within the Field) treated as Net Sales (i.e., paid to or retained by PTI, as applicable, less the applicable royalty as calculated in accordance with Section 9.5 to remaining amounts will be retained by […***…] […***…]., and (ii) if […***…] is the enforcing or paid defending party, the remaining amounts will be allocated […***…] to DURECT, as applicable) TeneoBio and any remainder (i.e., that remaining portion, if any, that does not represent damages from manufacture, use, sales or importation of products incorporating any Opioid Drug within the Field intended for the oral route comprising a Controlled Release Carrier) shall be paid […***…] to DURECTLicensee.

Patent Enforcement. As between DURECT (a) If either party becomes aware of any (i) infringement, anywhere in the world, of any TeneoBio Patent on account of a Third Party’s manufacture, use or sale of a CAR Product in the Field, including any BLA filed by a Third Party for a product that names a CAR Product as a reference product (or similar filing in a country other than the U.S.) or (ii) declaratory judgment action by a Third Party conducting any such manufacture, use or sale in the Field that alleges the invalidity, unenforceability or non-infringement of a TeneoBio Patent (collectively (i) and PTI(ii), DURECT a “Product Infringement”), such party shall promptly notify the other party in writing to that effect. (b) During the period commencing on Licensee’s exercise of the applicable Commercial Option until the termination of such license as provided herein (the “Enforcement Rights Period”), Licensee shall have the first right, but not the dutyobligation, to institute bring an appropriate suit or take other action against any person or entity engaged in, or to defend against, any Product Infringement concerning a TeneoBio Patent covering a Selected Antibody for which Licensee has exercised its Commercial Option, […***…]; provided that, (i) for clarity, Licensee shall have no right to enforce the TeneoBio Patents, or take any other action in connection with the infringement actions against Third Parties based on thereof, outside of the Field, and (ii) Licensee shall not settle any DURECT Patent Rights suit or DURECT Technology action in a manner that would negatively impact the TeneoBio Patents without TeneoBio’s prior written consent, which shall not be unreasonably withheld. If Licensee does not, within […***…] days after its receipt or delivery of notice under Section 5.6(a), commence a suit to enforce the applicable TeneoBio Patents in the Territory. If DURECT does not institute an infringement proceeding Field, take other action to terminate such Product Infringement or initiate a defense against an offending Third Party based on DURECT’s Patent Rights or DURECT Technology relating to the manufacturesuch Product Infringement, use or sale of any products incorporating any Opioid Drug intended for the oral route comprising a Controlled Release Carrier in the Field in the Territory within [* * *] months after receipt of written notice from PTI, PTI then TeneoBio shall have the right, but not the dutyobligation, to institute commence any suit or take any action against, or defend against, such an actionProduct Infringement at its own cost and expense. In such event, provided, however, that notwithstanding Licensee shall take appropriate actions in order to enable TeneoBio to commence a suit or take the foregoing, if DURECT notifies PTI during such [* * *] month period that it disputes in good faith whether such Third Party is infringing DURECT Patent Rights or DURECT Technology by the manufacture, use, sale or importation of products incorporating any Opioid Drug intended for the oral route comprising a Controlled Release Carrier actions set forth in the Field preceding sentence. TeneoBio shall not settle any such suit or action in any manner that would negatively impact the TeneoBio Patents or that would limit or restrict the ability of Licensee to sell CAR Products anywhere in the Territoryworld without the prior written consent of Licensee, then which shall not be unreasonably withheld. Each party shall have the Parties right, […***…], to be represented in any such suit by counsel of its own choice. (c) Each party shall refer cooperate with and provide to the party enforcing any such matter rights under Section 5.6(b) reasonable assistance in such enforcement, at such enforcing party’s request and expense. TeneoBio further agrees to join, at Licensee’s expense, any such action brought by Licensee under Section 5.6(b) as a mutually acceptable independent patent counselparty plaintiff if required by applicable law to pursue such action. The patent counsel will be asked to render his or her opinion on enforcing party under Section 5.6(b) shall keep the matter within [* * *] days after referral. In the event the patent counsel renders an opinion, based on all facts available to him or her, that the Third Party is so infringing the DURECT Technology and DURECT Patents in the Field in the Territory, then PTI may, at its election, initiate an action against such Third Party. If the patent counsel renders an opinion, based on all facts available to him or her, that the Third Party is not so infringing the DURECT Technology and DURECT Patents in the Field in the Territory, then PTI may not initiate an action against such Third Party. The Party against whom the opinion is rendered shall bear all costs other party regularly informed of the patent counsel in rendering status and progress of such opinion. enforcement efforts, and shall reasonably consider the other party’s comments on any such efforts. (d) The costs and expenses of any infringement party bringing or defending a claim, suit or action (including fees of attorneys and other professionalsunder Section 5.6(b) brought against a Third Party under this Section 12.3 shall be borne solely responsible for any expenses incurred by the Party instituting the action, or, if the Parties elect to cooperate in instituting and maintaining such action, such costs and expenses shall be borne by the Parties in such proportions as they may agree in writing. Each Party shall execute all necessary and proper documents and take such actions as shall be appropriate to allow the other Party to institute and prosecute such infringement actions. Any award paid by Third Parties party as a result of such an infringement action (whether by way of settlement claim, suit or otherwise)action. If such party recovers monetary damages in such claim, shall be used first to reimburse the Party(ies) initiating and maintaining such action for the costs and expenses (including attorneys’ and professional fees) incurred in connection with such suit or action, and the remainder of the such recovery shall be (allocated first to the extent reimbursement of any expenses incurred by the same represents damages from manufactureparties in such litigation (including, usefor this purpose, sales a reasonable allocation of expenses of internal counsel), and any remaining amounts shall be allocated as follows: (i) if […***…] is the enforcing or importation of products incorporating any Opioid Drug intended for defending party, the oral route comprising a Controlled Release Carrier within the Field) treated as Net Sales (i.e., paid to or retained by PTI, as applicable, less the applicable royalty as calculated in accordance with Section 9.5 to remaining amounts will be retained by […***…], and (ii) if […***…] is the enforcing or paid defending party, the remaining amounts will be allocated […***…] to DURECT, as applicable) TeneoBio and any remainder (i.e., that remaining portion, if any, that does not represent damages from manufacture, use, sales or importation of products incorporating any Opioid Drug within the Field intended for the oral route comprising a Controlled Release Carrier) shall be paid […***…] to DURECTLicensee.

Patent Enforcement. As between DURECT and PTI, DURECT shall have (a) Each Party will notify the first right, but not the duty, to institute other within *** business days of becoming aware of any infringement actions against Third Parties based on any DURECT Patent Rights or DURECT Technology in the Territory. If DURECT does not institute an infringement proceeding against an offending by a Third Party based on DURECT’s Patent Rights or DURECT Technology relating to the manufacture, use or sale of any products incorporating any Opioid Drug intended for of the oral route comprising FivePrime Patents, Joint Patents, or HGS Patents through the Development or commercialization of a Controlled Release Carrier Product in the Field in the Licensed Territory within [* * *] months after receipt of written notice from PTIwhich such Party becomes aware, PTI including any “patent certification” (or its equivalent for biologic products) filed in the United States under 21 U.S.C. §355(b)(2) or 21 U.S.C. §355(j)(2) or similar provisions in other jurisdictions and of any declaratory judgment, opposition, or similar action alleging the invalidity, unenforceability or non-infringement of any of the FivePrime Patents, Joint Patents, or HGS Patents (collectively “Product Infringement”). (b) HGS shall have the rightfirst right to bring and control any legal action in connection with such Product Infringement in the Licensed Territory at its own expense as it reasonably determines appropriate, but and FivePrime shall have the right to be represented in any such action by counsel of its choice. If HGS decides not to bring such legal action, it shall so inform FivePrime promptly and FivePrime shall have the dutyright to bring and control any legal action in connection with such Product Infringement in the Licensed Territory at its own expense as it reasonably determines appropriate after consultation with HGS. (c) At the request of the Party bringing the action, the other Party shall provide reasonable assistance in connection therewith, including by executing reasonably appropriate documents, cooperating in discovery and joining as a party to institute the action if required. (d) In connection with any such proceeding, the Party bringing the action shall not enter into any settlement admitting the invalidity of, or otherwise impairing the other Party’s rights in, the FivePrime Patents, Joint Patents, or HGS Patents without the prior written consent of the other Party. (e) Any recoveries resulting from such an action, provided, however, that notwithstanding the foregoing, if DURECT notifies PTI during such [* * *] month period that it disputes in good faith whether such Third Party is infringing DURECT Patent Rights or DURECT Technology by the manufacture, use, sale or importation of products incorporating any Opioid Drug intended for the oral route comprising a Controlled Release Carrier in the Field in the Territory, then the Parties shall refer such matter action relating to a mutually acceptable independent patent counsel. The patent counsel will claim of Product Infringement shall be asked to render his or her opinion on the matter within [* * *] days after referral. In the event the patent counsel renders an opinion, based on all facts available to him or her, that the Third Party is so infringing the DURECT Technology and DURECT Patents in the Field in the Territory, then PTI may, at its election, initiate an action first applied against such Third payment of each Party. If the patent counsel renders an opinion, based on all facts available to him or her, that the Third Party is not so infringing the DURECT Technology and DURECT Patents in the Field in the Territory, then PTI may not initiate an action against such Third Party. The Party against whom the opinion is rendered shall bear all costs of the patent counsel in rendering such opinion. The ’s costs and expenses in connection therewith. Any such recoveries in excess of any infringement action (including fees of attorneys and other professionals) brought against a Third Party under this Section 12.3 shall be borne by the Party instituting the action, or, if the Parties elect to cooperate in instituting and maintaining such action, such costs and expenses shall (the “Remainder”) will be borne shared by the Parties in as follows: *** percent (***%) of such proportions as they may agree in writing. Each Party shall execute all necessary and proper documents and take such actions as Remainder shall be appropriate to allow retained by (or if received by the other Party, paid to) the Party to institute and prosecute such infringement actions. Any award paid by Third Parties as a result of such an infringement action (whether by way of settlement or otherwise), shall be used first to reimburse the Party(ies) initiating and maintaining such action for the costs and expenses (including attorneys’ and professional fees) incurred in connection with bringing such action, and the remainder *** percent (***%) of the recovery shall be (to the extent the same represents damages from manufacture, use, sales or importation of products incorporating any Opioid Drug intended for the oral route comprising a Controlled Release Carrier within the Field) treated as Net Sales (i.e., paid to or retained by PTI, as applicable, less the applicable royalty as calculated in accordance with Section 9.5 to be retained by or paid to DURECT, as applicable) and any remainder (i.e., that remaining portion, if any, that does not represent damages from manufacture, use, sales or importation of products incorporating any Opioid Drug within the Field intended for the oral route comprising a Controlled Release Carrier) such Remainder shall be paid to DURECTthe Party not bringing such action. (f) FivePrime shall have the exclusive right to enforce the FivePrime Patents for any infringement that is not a Product Infringement.

Patent Enforcement. As between DURECT and PTI, DURECT shall have In the first right, but not the duty, to institute infringement actions against Third Parties based on any DURECT Patent Rights or DURECT Technology in the Territory. If DURECT does not institute an infringement proceeding against an offending Third event either Party based on DURECT’s Patent Rights or DURECT Technology relating to the manufacture, use or sale becomes aware of any products incorporating interference, opposition, or request for reexamination, or similar proceedings, involving a ***CONFIDENTIAL TREATMENT REQUESTED patent application or patent filed in accordance with Section 5.2(a) or 5.2(b), it shall promptly notify the other Party hereto, and the Parties shall agree on the steps which shall be taken to protect the pertinent patent. In the event either Party becomes aware of any Opioid Drug intended for possible infringement of a patent filed in accordance with Section 5.2(a) or 5.2(b) or misappropriation of an invention within the oral route comprising Collaboration, it shall promptly notify the other Party hereto, providing a Controlled Release Carrier in written description of the Field in the Territory within [* * *] months after receipt of written notice from PTI, PTI potentially infringing or misappropriation activities. SGX shall have the right, but not the dutyobligation to institute, prosecute and control any action or proceeding with respect to infringement of patents within SGX Background Technology. Roche shall have the right, but not the obligation, to institute such institute, prosecute and control any action or proceeding with respect to infringement of patents within Roche Background Technology or compounds within Early Lead Series'. If a Party given the right to enforce a patent pursuant to this Section fails to bring an actionaction or proceeding, providedor take other actions (e.g., however, that notwithstanding the foregoing, if DURECT notifies PTI during such [* * *] month commence settlement discussions) against a suspected infringer within a period that it disputes in good faith whether such Third Party is infringing DURECT Patent Rights or DURECT Technology by the manufacture, use, sale or importation of products incorporating any Opioid Drug intended for the oral route comprising a Controlled Release Carrier in the Field in the Territory, then the Parties shall refer such matter to a mutually acceptable independent patent counsel. The patent counsel will be asked to render his or her opinion on the matter within [* * *] ninety (90) days after referral. In having notice of such infringement, the event other Party shall have the patent counsel renders an opinion, based on all facts available right to him or her, that the Third Party is so infringing the DURECT Technology bring and DURECT Patents in the Field in the Territory, then PTI may, at its election, initiate control an action against such Third infringer by counsel of its own choice, and the non-enforcing Party shall have the right to be represented in any such action by counsel of its own choice at its own expense. The Party controlling an action involving any infringement of a patent under this Section shall consider in good faith the interests of the other Party in so doing, and shall not settle or consent to an adverse judgment in any such action which would have a material adverse effect on the rights or interests of the other Party without the prior express written consent of such other Party. If the patent counsel renders an opinionone Party brings any such action or proceeding, based on all facts available to him or her, that the Third Party is not so infringing the DURECT Technology and DURECT Patents in the Field in the Territory, then PTI may not initiate an action against such Third Party. The Party against whom the opinion is rendered shall bear all costs of the patent counsel in rendering such opinion. The costs and expenses of any infringement action (including fees of attorneys and other professionals) brought against a Third Party under this Section 12.3 shall be borne by the Party instituting the action, or, if the Parties elect to cooperate in instituting and maintaining such action, such costs and expenses shall be borne by the Parties in such proportions as they may agree in writing. Each Party shall execute all necessary and proper documents and take such actions as shall be appropriate to allow the other Party agrees to institute be joined as a Party plaintiff if necessary to prosecute the action and to give the first Party reasonable assistance and authority to file and prosecute such the suit. In each case relating to infringement actions. Any award paid by Third Parties as of a result patent under this Section, each Party shall bear the costs of its enforcement of such an infringement action (whether by way of settlement or otherwise), shall be used first to reimburse the Party(ies) initiating rights discussed in this section and maintaining such action retain for the costs and expenses (including attorneys’ and professional fees) incurred in connection with such action, and the remainder of the recovery shall be (to the extent the same represents damages its own account any amounts received from manufacture, use, sales or importation of products incorporating any Opioid Drug intended for the oral route comprising a Controlled Release Carrier within the Field) treated as Net Sales (i.e., paid to or retained by PTI, as applicable, less the applicable royalty as calculated in accordance with Section 9.5 to be retained by or paid to DURECT, as applicable) and any remainder (i.e., that remaining portion, if any, that does not represent damages from manufacture, use, sales or importation of products incorporating any Opioid Drug within the Field intended for the oral route comprising a Controlled Release Carrier) shall be paid to DURECTThird Parties.

Patent Enforcement. As between DURECT and PTI, DURECT (a) Each Party shall have the first right, but not the duty, to institute infringement actions against Third Parties based on any DURECT Patent Rights or DURECT Technology promptly report in the Territory. If DURECT does not institute an infringement proceeding against an offending Third Party based on DURECT’s Patent Rights or DURECT Technology relating writing to the manufactureother Party during the term of this Agreement any: (i) known infringement, suspected infringement, unauthorized use or sale misappropriation of any products incorporating any Opioid Drug intended for of the oral route comprising a Controlled Release Carrier Patents in the Field in the Territory within by a Third Party of which it becomes aware, and shall provide the other Party with all available evidence supporting said infringement, suspected infringement or unauthorized use or misappropriation. Within [* * *] months after receipt Scynexis becomes, or is made, aware of any of the foregoing, it shall advise R-Pharm in writing that [*] Scynexis has elected to initiate proceedings [*]. The inability of Scynexis to decide on a course of action within such [*] period shall for purposes of this Agreement be deemed a decision not to initiate an infringement or other appropriate suit. [*] = Certain confidential information contained in this document, marked by brackets, has been omitted and filed separately with the Securities and Exchange Commission pursuant to Rule 406 of the Securities Act of 1933, as amended. (b) Within [*] after Scynexis becomes, or is made, aware of any infringement, suspected infringement or unauthorized use or misappropriation by a Third Party in the Field in the Territory, as provided in paragraph (a) above, and provided that Scynexis shall have advised R-Pharm, within the [*] period provided in paragraph (a) above of its [*] decision to file suit, Scynexis [*] shall initiate an infringement or other appropriate suit anywhere in the world against such Third Party. Scynexis shall provide R-Pharm with an opportunity to make suggestions and comments regarding such suit and shall promptly notify R-Pharm of the commencement of such suit. Scynexis shall keep R-Pharm promptly informed of, and shall from time to time consult with R-Pharm regarding the status of any such suit and shall provide R-Pharm with copies of all documents filed in, and all written notice from PTIcommunications relating to, PTI such suit. Scynexis shall select counsel who shall be reasonably acceptable to R-Pharm. Scynexis shall, except as provided below, pay all expenses of the suit, including, without limitation, attorneys’ fees and court costs. If necessary, R-Pharm shall join as a party to the suit but shall be under no obligation to participate except to the extent that such participation is required as the result of being a named party to the suit; provided, however, R-Pharm shall have the right to participate and be represented in any suit by its own counsel at its own expense. Scynexis shall not settle any such suit involving rights of R-Pharm without obtaining the prior written consent of R-Pharm, which consent shall not be unreasonably withheld. [*] = Certain confidential information contained in this document, marked by brackets, has been omitted and filed separately with the Securities and Exchange Commission pursuant to Rule 406 of the Securities Act of 1933, as amended. (c) In the event that Scynexis does not inform R-Pharm of its intent to initiate an infringement or other appropriate suit within the [*] period provided in paragraph (a) above, or does not initiate such an infringement other appropriate action within the [*] period provided in paragraph (b) above, R-Pharm shall have the right, but not the duty, at its expense, to institute such initiate an action, provided, however, that notwithstanding the foregoing, if DURECT notifies PTI during such [* * *] month period that it disputes in good faith whether such Third Party is infringing DURECT Patent Rights infringement or DURECT Technology by the manufacture, use, sale or importation of products incorporating any Opioid Drug intended for the oral route comprising a Controlled Release Carrier in the Field in the Territory, then the Parties shall refer such matter to a mutually acceptable independent patent counsel. The patent counsel will be asked to render his or her opinion on the matter within [* * *] days after referralother appropriate suit. In exercising its rights pursuant to this paragraph (c), R-Pharm shall have the event sole and exclusive right to select counsel and shall pay all expenses of the patent counsel renders an opinionsuit, based on all facts available to him or her, that the Third Party is so infringing the DURECT Technology including without limitation attorneys’ fees and DURECT Patents in the Field in the Territory, then PTI may, at its election, initiate an action against such Third Partycourt costs. If necessary, Scynexis shall join as a party to the patent counsel renders an opinion, based on all facts available suit and shall participate only to him or her, the extent that the Third Party such participation is not so infringing the DURECT Technology and DURECT Patents in the Field in the Territory, then PTI may not initiate an action against such Third Party. The Party against whom the opinion is rendered shall bear all costs of the patent counsel in rendering such opinion. The costs and expenses of any infringement action (including fees of attorneys and other professionals) brought against a Third Party under this Section 12.3 shall be borne by the Party instituting the action, or, if the Parties elect to cooperate in instituting and maintaining such action, such costs and expenses shall be borne by the Parties in such proportions as they may agree in writing. Each Party shall execute all necessary and proper documents and take such actions as shall be appropriate to allow the other Party to institute and prosecute such infringement actions. Any award paid by Third Parties required as a result of its being a named party to the suit or being the holder of any patent at issue or being the owner or licensor of any Patents at issue. At R-Pharm’s request, Scynexis shall offer reasonable assistance to R-Pharm in connection therewith at no charge except for reimbursement of reasonable out-of-pocket expenses incurred in rendering such an infringement assistance. Without limiting the generality of the preceding sentence, Scynexis shall cooperate fully in order to enable R-Pharm to institute any action hereunder. Scynexis shall have the right to be represented in any such suit by its own counsel at its own expense. [*] = Certain confidential information contained in this document, marked by brackets, has been omitted and filed separately with the Securities and Exchange Commission pursuant to Rule 406 of the Securities Act of 1933, as amended. (d) Any recovery obtained by either or both Scynexis and R-Pharm in connection with or as a result of any action contemplated by this Section 9.3, whether by way of settlement or otherwise), shall be used first to reimburse shared in order as follows: (i) the Party(ies) initiating party which initiated and maintaining such prosecuted the action for the shall recoup all of its costs and expenses (including attorneys’ and professional fees) incurred in connection with such the action; (ii) the other party shall then, and the remainder of the recovery shall be (to the extent possible, recover its costs and expenses incurred in connection with the same represents damages from manufacture, use, sales or importation action; and (iii) the amount of products incorporating any Opioid Drug intended for the oral route comprising a Controlled Release Carrier within the Field) treated as Net Sales (i.e., paid to or retained by PTI, as applicable, less the applicable royalty as calculated in accordance with Section 9.5 to recovery remaining shall then be retained by or paid to DURECT, as applicable) and any remainder (i.e., that remaining portion, if any, that does not represent damages from manufacture, use, sales or importation of products incorporating any Opioid Drug within the Field intended for the oral route comprising a Controlled Release Carrier) shall be paid to DURECT[*].

Patent Enforcement. As between DURECT 5.1 MXXX will use diligent efforts to prosecute and PTI, DURECT maintain the Licensed Patents and will keep AutoCath informed of material developments. 5.2 AutoCath shall have the first rightright to prosecute and control (at its own expense) any action for infringement of a Licensed Patent within the Licensed Field of Use while the license hereunder remains exclusive. MXXX and AutoCath, but not respectively, shall promptly give the duty, to institute other notice of each infringement actions against Third Parties based on which it believes is being made of any DURECT Licensed Patent Rights of which it is or DURECT Technology in the Territorybecomes aware. If DURECT does not institute an infringement proceeding against an offending Third Party based on DURECT’s Patent Rights or DURECT Technology relating AutoCath elects to the manufacture, use or sale of any products incorporating any Opioid Drug intended for the oral route comprising a Controlled Release Carrier in the Field in the Territory within [* * *] months after receipt of written notice from PTI, PTI shall have the right, but not the duty, to institute commence such an action, providedMXXX shall provide reasonable cooperation with AutoCath in connection with any such action, howeverincluding, without limitation, being joined as a nominal party if necessary for AutoCath to maintain the action, at AutoCath’s expense and subject to availability of its personnel, but AutoCath shall indemnify, defend and hold harmless MXXX and its affiliated companies from or against all defenses, claims and counterclaims resulting from its action, provided that notwithstanding the foregoingMXXX gives AutoCath (or AutoCath otherwise has) prompt notice of any such claim, if DURECT notifies PTI during reasonable cooperation at AutoCath’s expense, and sole control over defense and settlement thereof. Should AutoCath at any time fail to defend any such [* * *] month period that it disputes in good faith whether claim or counterclaim using reasonable diligence, and such Third Party failure is infringing DURECT Patent Rights or DURECT Technology by the manufacture, use, sale or importation of products incorporating any Opioid Drug intended for the oral route comprising a Controlled Release Carrier in the Field in the Territory, then the Parties shall refer such matter to a mutually acceptable independent patent counsel. The patent counsel will be asked to render his or her opinion on the matter not cured within [* * *] days after referral. In of notice, MXXX shall have the event right to assume responsibility for the patent counsel renders an opinionaction, based on all facts available to him or her, that the Third Party is so infringing the DURECT Technology and DURECT Patents in the Field in the Territory, then PTI maysuch defense, at its election, initiate an action against option and at AutoCath’s expense (provided such Third Partyexpenses are reasonably incurred). If the patent counsel renders an opinion, based on all facts available to him or her, that the Third Party is not so infringing the DURECT Technology and DURECT Patents in the Field in the Territory, then PTI may not initiate an action against such Third Party. The Party against whom the opinion is rendered shall bear all costs of the patent counsel in rendering such opinion. The costs and expenses of any infringement action (including fees of attorneys and other professionals) brought against a Third Party under this Section 12.3 shall be borne by the Party instituting the action, or, if the Parties elect to cooperate in instituting and maintaining such action, such costs and expenses shall be borne by the Parties in such proportions as they may agree in writing. Each Party shall execute all necessary and proper documents and take such actions as shall be appropriate to allow the other Party to institute and prosecute such infringement actions. Any award paid by Third Parties Recoveries as a result of such an infringement action (whether by way of settlement or otherwise), shall first be used first applied to reimburse the Party(ies) initiating and maintaining such action for the AutoCath’s reasonable costs and expenses (including attorneys’ and professional fees) incurred in connection with such action, and the remainder of the recovery shall be litigation, with the remaining amount shared equally. 5.3 In the event that AutoCath elects not to exercise its right to proceed against an infringement of the Licensed Patents pursuant to Section 5.2, MXXX may do so at its own expense (and retain all recoveries) upon [*] days notice to the extent the same represents damages from manufactureAutoCath, use, sales or importation provided that AutoCath does not notify MXXX of products incorporating any Opioid Drug intended for the oral route comprising a Controlled Release Carrier its intent to commence such an action within the Field) treated as Net Sales (i.e., paid to or retained by PTI, as applicable, less the applicable royalty as calculated in accordance with Section 9.5 to be retained by or paid to DURECT, as applicable) and any remainder (i.e., that remaining portion, if any, that does not represent damages from manufacture, use, sales or importation of products incorporating any Opioid Drug within the Field intended for the oral route comprising a Controlled Release Carrier) shall be paid to DURECTnotice period.

Patent Enforcement. As between DURECT and PTIEach party shall promptly notify the other in writing of any alleged or threatened infringement of any patent included in the Licensed Patents or the Program Patents of which such party becomes aware. (a) With respect to any infringement of any patent included in the Licensed Patents or Program Patents, DURECT Company shall have the first right, but not the dutyobligation, to institute bring and control any action or proceeding with respect to such infringement actions against Third Parties based on any DURECT Patent Rights or DURECT Technology in the Territory. If DURECT does not institute an infringement proceeding against an offending Third Party based on DURECT’s Patent Rights or DURECT Technology relating to the manufactureat its own expense and by counsel of its own choice, use or sale of any products incorporating any Opioid Drug intended for the oral route comprising a Controlled Release Carrier in the Field in the Territory within [* * *] months after receipt of written notice from PTI, PTI and Licensor shall have the right, but not the dutyat its own expense, to institute be represented in any such action by counsel of its own choice. If Company fails to bring an action, provided, however, that notwithstanding the foregoing, if DURECT notifies PTI during such action or proceeding within (A) [* * *] month period that it disputes in good faith whether such Third Party is infringing DURECT Patent Rights or DURECT Technology by the manufacture, use, sale or importation of products incorporating any Opioid Drug intended for the oral route comprising a Controlled Release Carrier in the Field in the Territory, then the Parties shall refer such matter to a mutually acceptable independent patent counsel. The patent counsel will be asked to render his or her opinion on the matter within [* * **] days after referral. following the notice of alleged infringement or (B) [***] days before the time limit, if any, set forth in the applicable laws and regulations for the filing of such actions, whichever comes first, Licensor shall have the right to bring and control any action or proceeding with respect to such infringement at its own expense and by counsel of its own choice, and Company shall have the right, at its own expense, to be represented in any such action by counsel of its own choice. (b) In the event the patent counsel renders a party brings an opinion, based on all facts available to him or her, that the Third Party is so infringing the DURECT Technology and DURECT Patents in the Field in the Territory, then PTI may, at its election, initiate an action against such Third Party. If the patent counsel renders an opinion, based on all facts available to him or her, that the Third Party is not so infringing the DURECT Technology and DURECT Patents in the Field in the Territory, then PTI may not initiate an action against such Third Party. The Party against whom the opinion is rendered shall bear all costs of the patent counsel in rendering such opinion. The costs and expenses of any infringement action (in accordance with this Section 5.4, the other party shall cooperate fully, including fees if required to bring such action, the furnishing of attorneys and other professionals) brought against a Third Party power of attorney. Neither party shall have the right to settle any patent infringement litigation under this Section 12.3 5.4 in a manner that diminishes the rights or interests of the other party without the consent of such other party (which shall not be borne unreasonably withheld). Except as otherwise agreed to by the Party instituting the actionparties as part of a cost-sharing arrangement, or, if the Parties elect to cooperate in instituting and maintaining such action, such costs and expenses shall be borne by the Parties in such proportions as they may agree in writing. Each Party shall execute all necessary and proper documents and take such actions as shall be appropriate to allow the other Party to institute and prosecute such infringement actions. Any award paid by Third Parties any recovery realized as a result of such an infringement action (whether by way litigation, after reimbursement of settlement or otherwise)any litigation expenses of Company and Licensor, shall be used first to reimburse retained by the Party(ies) initiating party that brought and maintaining controlled such action litigation for the costs and expenses (including attorneys’ and professional fees) incurred in connection with purposes of this Agreement, except that any recovery realized by Company as a result of such actionlitigation, and the remainder after reimbursement of the recovery shall be (parties’ litigation expenses, shall, to the extent the same represents damages from manufactureattributable to lost sales of Products, use, sales or importation of products incorporating any Opioid Drug intended for the oral route comprising a Controlled Release Carrier within the Field) be treated as Net Sales (i.e., paid to or retained of Products by PTI, as applicable, less the applicable royalty as calculated in accordance with Section 9.5 to be retained by or paid to DURECT, as applicable) and any remainder (i.e., that remaining portion, if any, that does not represent damages from manufacture, use, sales or importation of products incorporating any Opioid Drug within the Field intended for the oral route comprising a Controlled Release Carrier) shall be paid to DURECTCompany.

Patent Enforcement. As between DURECT and PTI(a) In the event that OPKO or Licensee or their Affiliates becomes aware of actual or threatened infringement of an OPKO Prosecution Patent or a Licensee Prosecution Patent anywhere in the world, DURECT that Party shall promptly notify the other Party in writing. (i) OPKO shall have the first right, but not right to investigate and/or bring an infringement action against any Third Party relating to the duty, to institute infringement actions against Third Parties based on any DURECT Patent Rights or DURECT Technology in the TerritoryOPKO Prosecution Patents. If DURECT OPKO elects to bring such action, then OPKO shall have full control over the conduct of such action, including the settlement thereof; provided that such settlement does not institute materially adversely affect Licensee’s rights under this Agreement. Licensee may join the proceeding [***] with the counsel of its choice. Licensee shall reasonably assist OPKO and cooperate in any such action at OPKO’s request, including being joined as a party in such action upon OPKO’s written request. The cost of such action shall be borne by [***]. (ii) Licensee shall have the first right to investigate and/or bring an infringement proceeding action against an offending any Third Party based on DURECTrelating to the Licensee Prosecution Patents. If Licensee elects to bring such action, then Licensee shall have full control over the conduct of such action, including the settlement thereof; provided that such settlement does not materially adversely affect OPKO’s rights under this Agreement. OPKO may join the proceeding [***] with the counsel of its choice, except in case that only Licensee’s Patent Rights within the License Territory is at issue. OPKO shall reasonably assist Licensee and cooperate in any such action at Licensee’s request, including being joined as a party in such action upon Licensee’s written request. The cost of such action shall be borne by [***]. (b) The Party having the first right to investigate and/or bring an infringement action in accordance with Section 13.4(a) shall provide information about its preliminary intention within [***] days after it first learns of any actual or DURECT Technology relating alleged infringement of the relevant Patents. If the Party having the first right to investigate and/or bring an infringement action fails to notify the allegedly infringing party with respect to the relevant Patents and its infringement allegation \BA - 046396/000002 - 691149 v24 within [***] days after receiving such information or, thereafter, fails to initiate an enforcement action with respect to such actual infringement within [***] days [***] thereafter and the [***] this [***] day period, the other Party shall have the right to enforce the relevant Patents against such infringers to the extent such infringement relates to the manufacture, use use, or sale of any products incorporating any Opioid Drug intended for Covered by the oral route comprising a Controlled Release Carrier in the Field in the Territory within [* * *] months after receipt of written notice from PTI, PTI shall have the right, but not the duty, to institute such an action, related Patents; provided, however, that notwithstanding the foregoing, if DURECT notifies PTI during such [* * *] month period that it disputes in good faith whether such Third Party is infringing DURECT Patent Rights (i) Licensee’s investigation or DURECT Technology by the manufacture, use, sale or importation of products incorporating any Opioid Drug intended for the oral route comprising a Controlled Release Carrier in infrigement action relating to OPKO Patents shall be limited to the Field in the License Territory and (ii) OPKO’s investigation or infringement action relating to Licensee Patents shall be limited to the scope that OPKO is granted an exclusive license outside the License Territory, then the Parties shall refer such matter to a mutually acceptable independent patent counsel. The patent counsel will cost of such action shall be asked to render his or her opinion on the matter within borne by such other Party. (c) Any [* * ***] days after referral. as follows: (i) In case of infringement of the event the patent counsel renders an opinion, based on all facts available to him or her, that the Third Party is so infringing the DURECT Technology and DURECT OPKO Patents in the Field in the License Territory, then PTI may[***]; provided, at its election, initiate an action against such Third Party. If the patent counsel renders an opinion, based on all facts available to him or herhowever, that the Third Party is not so infringing the DURECT Technology and DURECT Patents such received [***] in the Field in the Territory, then PTI may not initiate an action against such Third Party. The Party against whom the opinion is rendered shall bear all costs accordance with Article 5. (ii) In case of infringement of the patent counsel in rendering Licensee Patents that are exclusively licensed to OPKO, [***], (A) [***]; provided, however, that such opinion. The costs and expenses of any infringement action received [***]; (including fees of attorneys and other professionalsB) brought against a Third Party under this Section 12.3 shall be borne by the Party instituting the action, or, if the Parties elect to cooperate in instituting and maintaining such action, such costs and expenses shall be borne by the Parties in such proportions as they may agree in writing. Each Party shall execute all necessary and proper documents and take such actions as shall be appropriate to allow the other Party to institute and prosecute such infringement actions. Any award paid by Third Parties as a result of such an infringement action (whether by way of settlement or otherwise), shall be used first to reimburse the Party(ies) initiating and maintaining such action for the costs and expenses (including attorneys’ and professional fees) incurred in connection with such action, and the remainder of the recovery shall be (to the extent the same represents damages from manufacture, use, sales or importation of products incorporating any Opioid Drug intended for the oral route comprising a Controlled Release Carrier such infringement does not fall within the Fieldscope of the exclusive license, [***]. (iii) treated as Net Sales In case of infringement of the Licensee Patents that are not exclusively licensed to OPKO, [***]. (i.e.iv) In case of infringement of the Joint Patents, paid [***]. (v) If the [***]. (d) In the event that entry of a product to a market segment in which the Product is sold in the License Territory appears imminent and the [***], OPKO shall take all reasonable actions to determine, within [***] days from the date on which OPKO has legally sufficient basis to believe that such product entry would infringe the OPKO Patents or retained any longer time period agreed by PTIthe Parties, as applicable, less the applicable royalty as calculated in accordance whether OPKO intends to apply promptly and diligently for an interim injunction with Section 9.5 regard to be retained by or paid to DURECT, as applicable) such possible product entry and any remainder (i.e., that remaining portion, if any, that shall promptly inform Licensee of such determination. If OPKO does not represent damages from manufacturetake such action within such [***] days, useLicensee may take such action. (e) In any case, sales the Parties shall reasonably assist each other and cooperate in any such investigation and litigation to ensure there is an aligned global litigation and enforcement strategy. (f) Without limiting the foregoing, OPKO shall keep Licensee reasonably informed of the infringement or importation suspected infringement of products incorporating any Opioid Drug within Patents owned or Controlled by OPKO that Cover the Field intended for Product that could reasonably be expected to adversely affect the oral route comprising a Controlled Release Carrier) shall be paid to DURECTProduct in the License Territory.

Patent Enforcement. As between DURECT (a) Calgene and PTI, DURECT Monsanto shall each give prompt notice to the other of any infringement of the Patent Rights which may come to its attention; b) The Party holding such Patent Rights shall have the first right, exclusive right (but not the duty, obligation) to institute infringement actions and conduct legal action against Third Parties based on any DURECT Party infringers of a Patent Right, and to enter into such settlement agreements as it may deem appropriate. The Party holding such Patent Rights or DURECT Technology in shall receive the Territory. full benefits of any action it takes pursuant to this Paragraph 7.02; (c) If DURECT does not institute an infringement proceeding against an offending the infringing activities of the Third Party based result in a material adverse effect on DURECT’s Patent Rights or DURECT Technology the business of a Party relating to Licensed Products and at the manufacture, use or sale end of any products incorporating any Opioid Drug intended for 180 days from the oral route comprising a Controlled Release Carrier in the Field in the Territory within [* * *] months after receipt of written notice from PTIby such Party of such infringement, PTI shall have the right, but not the duty, to institute such an action, provided, however, that notwithstanding the foregoing, if DURECT notifies PTI during such [* * *] month period that it disputes in good faith whether such Third Party is infringing DURECT Patent Rights or DURECT Technology by the manufacture, use, sale or importation of products incorporating any Opioid Drug intended for the oral route comprising a Controlled Release Carrier in the Field in the Territory, then the Parties shall refer such matter to a mutually acceptable independent patent counsel. The patent counsel will be asked to render his or her opinion on the matter within [* * *] days after referral. In the event the patent counsel renders an opinion, based on all facts available to him or her, that the Third Party is so infringing both unlicensed under the DURECT Technology Patent Rights and DURECT Patents is engaging in activities which are an infringement of the Field in Patent Rights, and the TerritoryParty which owns and/or controls the involved Patent Rights has not brought a suit, then PTI may, at its election, initiate an action or other proceeding for infringement against such Third Party. If the patent counsel renders an opinion, based on all facts available to him or her, that the Third then: (i) when such affected Party is not so infringing Monsanto, it shall be excused from paying the DURECT Technology and DURECT Patents earned royalty otherwise due hereunder with respect to revenues derived from sales of Licensed Products in the Field geographic area where the competitive infringing activity occurs; and (ii) when such affected Party is Calgene, Calgene shall be entitled to make a reduction (which is reasonable under the circumstances) in the Territory, then PTI may not initiate an action against such Third Party. The Party against whom earned royalty otherwise due on the opinion is rendered shall bear all costs Net Profits of the patent counsel Oils Division to reflect the impact on sales of its products in rendering such opinionthe geographic area where the competitive infringing activity occurs. The costs Such excuse or reduction, as the case may be, from payment shall arise only as to sales of the affected Licensed Products in the geographic area in which the infringing products are sold and expenses shall continue only for so long as the infringing products continue to be infringing and to so compete with the Licensed Products; (d) Neither Party shall have the right (by operation of law or otherwise) to enforce any infringement action Patent Right (including fees of attorneys and other professionals) brought against a Third Party under this Section 12.3 shall be borne owned and/or controlled by the Party instituting the action, or, if the Parties elect to cooperate in instituting and maintaining such action, such costs and expenses shall be borne by the Parties in such proportions as they may agree in writing. Each Party shall execute all necessary and proper documents and take such actions as shall be appropriate to allow the other Party to institute and prosecute such infringement actions. Any award paid by Third Parties as a result of such an infringement action (whether by way of settlement or otherwise), shall be used first to reimburse the Party(iesParty) initiating and maintaining such action for the costs and expenses (including attorneys’ and professional fees) incurred in connection with such action, and the remainder of the recovery shall be (to the extent the same represents damages from manufacture, use, sales or importation of products incorporating licensed hereunder against any Opioid Drug intended for the oral route comprising a Controlled Release Carrier within the Field) treated as Net Sales (i.e., paid to or retained by PTI, as applicable, less the applicable royalty as calculated in accordance with Section 9.5 to be retained by or paid to DURECT, as applicable) and any remainder (i.e., that remaining portion, if any, that does not represent damages from manufacture, use, sales or importation of products incorporating any Opioid Drug within the Field intended for the oral route comprising a Controlled Release Carrier) shall be paid to DURECTalleged infringer.

Patent Enforcement. As between DURECT and PTI, DURECT Each party shall have promptly notify the first right, but not the duty, to institute other in writing of any alleged or threatened infringement actions against Third Parties based on of any DURECT Patent Rights or DURECT Technology patent included in the Territory. If DURECT does not institute an Licensed Patents of which such party becomes aware. (a) With respect to any infringement of any patent included in the Licensed Patents, Akesis shall bring and control any action or proceeding against an offending Third Party based on DURECT’s Patent Rights or DURECT Technology relating with respect to such infringement at its own expense and by counsel of its own choice, and, solely to the extent such infringement involves the manufacture, use or sale of any products incorporating product that would compete with the Products in the Territory, GS shall have the right, at its own expense, to be represented in any Opioid Drug intended such action by counsel of its own choice. To the extent such infringement involves the manufacture, use or sale of any product that would compete with the Products in the Territory, if Akesis fails to bring an action or proceeding within (i) sixty (60) days following the notice of alleged infringement or (ii) ten (10) days before the time limit, if any, set forth in the applicable laws and regulations for the oral route comprising a Controlled Release Carrier in the Field in the Territory within [* * *] months after receipt filing of written notice from PTIsuch actions, PTI whichever comes first, GS shall have the right, but not the dutyobligation, to institute bring and control any action or proceeding with respect to such an actioninfringement at its own expense and by counsel of its own choice, provided, however, that notwithstanding and Akesis shall have the foregoing, if DURECT notifies PTI during such [* * *] month period that it disputes in good faith whether such Third Party is infringing DURECT Patent Rights or DURECT Technology by the manufacture, use, sale or importation of products incorporating any Opioid Drug intended for the oral route comprising a Controlled Release Carrier in the Field in the Territory, then the Parties shall refer such matter to a mutually acceptable independent patent counsel. The patent counsel will be asked to render his or her opinion on the matter within [* * *] days after referral. In the event the patent counsel renders an opinion, based on all facts available to him or her, that the Third Party is so infringing the DURECT Technology and DURECT Patents in the Field in the Territory, then PTI mayright, at its electionown expense, initiate an to be represented in any such action against such Third Partyby counsel of its own choice. If the patent counsel renders an opinionGS shall be entitled, based at Akesis' option, to either (i) a credit earned on all facts available to him or her, that the Third Party is not so infringing the DURECT Technology litigation and DURECT Patents reasonable expenses GS incurs in the Field in the Territory, then PTI may not initiate an action against such Third Party. The Party against whom the opinion is rendered shall bear all costs connection with its enforcement of the patent counsel in rendering such opinion. The costs and expenses of Licensed Patents against the minimum royalty payments due under Section 4.3, less any infringement action (including fees of attorneys and other professionals) brought against a Third Party under this Section 12.3 shall be borne net recovery realized by the Party instituting the action, or, if the Parties elect to cooperate in instituting and maintaining such action, such costs and expenses shall be borne by the Parties in such proportions as they may agree in writing. Each Party shall execute all necessary and proper documents and take such actions as shall be appropriate to allow the other Party to institute and prosecute such infringement actions. Any award paid by Third Parties GS as a result of such litigation; or (ii) reimbursement of all sums spent by GS in connection with its enforcement of the same. (b) In the event a party brings an infringement action in accordance with this Section 5.3, the other party shall cooperate fully, including if required to bring such action, the furnishing of a power of attorney. Neither party shall have the right to settle any patent infringement litigation under this Section 5.3 in a manner that diminishes the rights or interests of the other party without the consent of such other party (whether by way which shall not be unreasonably withheld). Any recovery realized as a result of settlement or otherwise)such litigation, after reimbursement of any litigation expenses of Akesis and/or GS, as the case may be, shall be used first to reimburse retained by the Party(ies) initiating party that brought and maintaining controlled such action litigation for the costs and expenses (including attorneys’ and professional fees) incurred in connection with purposes of this Agreement, except that any recovery realized by GS as a result of such actionlitigation, and the remainder after reimbursement of the recovery shall be (parties' respective litigation or other reasonable expenses, shall, to the extent the same represents damages from manufactureattributable to lost sales of Products, use, sales or importation of products incorporating any Opioid Drug intended for the oral route comprising a Controlled Release Carrier within the Field) be treated as Net Sales (i.e., paid to or retained of Products by PTI, as applicable, less the applicable royalty as calculated in accordance with Section 9.5 to be retained by or paid to DURECT, as applicable) and any remainder (i.e., that remaining portion, if any, that does not represent damages from manufacture, use, sales or importation of products incorporating any Opioid Drug within the Field intended for the oral route comprising a Controlled Release Carrier) shall be paid to DURECTGS.

Patent Enforcement. As between DURECT (a) BioStar and PTIAsahi shall each give immediate notice to the other of any infringement of the Patent Rights, DURECT BioStar Technology or Asahi Improvements by a third party which may come to its attention. (b) Asahi shall have the first right, but not the dutyobligation, to institute infringement actions and conduct any legal action in the Territory against Third Parties based on any DURECT such third party infringers of the Patent Rights or DURECT BioStar Technology, and may enter into settlement agreements with the approval of BioStar not to be unreasonably withheld. Any amounts recovered by Asahi as a result of an infringement action based on the BioStar Technology or the Patent Rights shall be allocated as follows: (a) Asahi shall first be paid 200% of its costs incurred in conducting such legal action, and (b) any remaining amounts shall be deemed to be Net Sales Value earned in the Territory. If DURECT does quarter in which such recovered amounts were paid and subject to the running royalty set forth in Paragraph 4.2. (c) In the event that Asahi decides not institute an infringement proceeding to commence actions or proceedings against an offending Third Party based on DURECT’s Patent Rights or DURECT Technology relating infringer pursuant to the manufactureParagraph 6.2(b) above, use or sale of any products incorporating any Opioid Drug intended for the oral route comprising a Controlled Release Carrier in the Field in the Territory within [* * *] months after receipt of written notice from PTIBioStar, PTI at BioStar's expense, shall have the right to initiate and pursue such action; provided, however, that Asahi shall cooperate with and assist BioStar in such action, at Asahi's expense, to the extent that such cooperation and assistance are reasonably available. Any amounts recovered by BioStar as a result of such legal action shall be used first to pay to BioStar 200% of its costs incurred in conducting such legal action and any remaining amounts shall be shared equally by the Parties. (d) BioStar shall have the first right, but not the dutyobligation, to institute and conduct any legal action outside the Territory against any third party infringers of the Asahi Improvements and may enter into settlement agreements with the approval of Asahi, not to be unreasonably withheld. Any amounts recovered by BioStar as a result of such infringement shall be retained solely by BioStar. (e) In the event that BioStar decides not to commence actions or proceedings against an infringer pursuant to Paragraph 6.2(d) above, Asahi, at Asahi's expense, shall have the right to initiate and pursue such action, ; provided, however, that notwithstanding the foregoing, if DURECT notifies PTI during such [* * *] month period that it disputes BioStar shall cooperate with and assist Asahi in good faith whether such Third Party is infringing DURECT Patent Rights or DURECT Technology by the manufacture, use, sale or importation of products incorporating any Opioid Drug intended for the oral route comprising a Controlled Release Carrier in the Field in the Territory, then the Parties shall refer such matter to a mutually acceptable independent patent counsel. The patent counsel will be asked to render his or her opinion on the matter within [* * *] days after referral. In the event the patent counsel renders an opinion, based on all facts available to him or her, that the Third Party is so infringing the DURECT Technology and DURECT Patents in the Field in the Territory, then PTI may, at its election, initiate an action against such Third Party. If the patent counsel renders an opinion, based on all facts available to him or her, that the Third Party is not so infringing the DURECT Technology and DURECT Patents in the Field in the Territory, then PTI may not initiate an action against such Third Party. The Party against whom the opinion is rendered shall bear all costs of the patent counsel in rendering such opinion. The costs and expenses of any infringement action (including fees of attorneys and other professionals) brought against a Third Party under this Section 12.3 shall be borne by the Party instituting the action, or, if the Parties elect to cooperate in instituting and maintaining such action, such costs and expenses shall be borne by the Parties in such proportions as they may agree in writing. Each Party shall execute all necessary and proper documents and take such actions as shall be appropriate to allow the other Party to institute and prosecute such infringement actions. Any award paid by Third Parties as a result of such an infringement action (whether by way of settlement or otherwise)at BioStar's expense, shall be used first to reimburse the Party(ies) initiating and maintaining such action for the costs and expenses (including attorneys’ and professional fees) incurred in connection with such action, and the remainder of the recovery shall be (to the extent the same represents damages from manufacture, use, sales or importation of products incorporating any Opioid Drug intended for the oral route comprising a Controlled Release Carrier within the Field) treated as Net Sales (i.e., paid to or retained by PTI, as applicable, less the applicable royalty as calculated in accordance with Section 9.5 to be retained by or paid to DURECT, as applicable) and any remainder (i.e., that remaining portion, if any, that does not represent damages from manufacture, use, sales or importation of products incorporating any Opioid Drug within the Field intended for the oral route comprising a Controlled Release Carrier) shall be paid to DURECT.such cooperation and

Patent Enforcement. As between DURECT In the event that LR becomes aware of any product that is made, used, or sold or any action that it believes infringes or misappropriates the Licensed Information and/or Additional Inventions, LR will promptly advise MediWound of all the relevant facts and PTIcircumstances known to them in connection with such infringement or misappropriation. With respect to the Licensed Information and Additional Inventions, DURECT MediWound shall have the first right, but not the dutyobligation, to institute bring an action against any third party suspected of infringement actions or misappropriation of same, and to control the defense of any declaratory judgment action alleging invalidity or non-infringement (or other action) relating thereto. If MediWound elects to bring such action against Third Parties based the third party, LR will fully cooperate with MediWound with respect to the investigation and prosecution of such alleged infringement or misappropriation, including the joining of LR and their Affiliates as parties to such action, as may be required by the law of the particular forum where enforcement is being sought. In the event that any such assistance shall impose financial obligations on any DURECT Patent Rights or DURECT Technology LR, then LR shall inform MediWound and MediWound shall reimburse LR actual out of pocket expenses which have been approved by MediWound in advance and in writing; provided that in the Territory. If DURECT event that MediWound does not institute an infringement proceeding against an offending Third Party based on DURECTapprove such expenses, neither LR will be obligated to provide such assistance. All legal fees and other costs and expenses associated with any such action shall be borne exclusively by MediWound, and any recovery obtained as a result of such action shall first be applied to cover MediWound’s Patent Rights or DURECT Technology relating costs and expenses associated with the action, and then the remainder shall be retained by MediWound, subject to the manufacture, use or sale of any products incorporating any Opioid Drug intended for the oral route comprising a Controlled Release Carrier LR rights to receive Royalty Payments in the Field event that the funds received are awarded in lieu of lost Net Sales of the Territory within [* * *] months after receipt Licensed Product(s). MediWound shall not compromise or settle the litigation without the prior written consent of written notice from PTI, PTI LR which shall have the right, but not the duty, to institute such an actionbe unreasonably withheld, provided, however, that notwithstanding such compromise or settlement may be made without the foregoingwritten consent of LR, if DURECT notifies PTI during such [* * *] month period that it disputes in good faith whether such Third Party is infringing DURECT Patent Rights or DURECT Technology settlement complies with all the following terms: (i) includes as an unconditional term thereof the giving by the manufactureclaimant or plaintiff of a complete release of LR from all liability in respect of such claim or litigation, use, sale or importation of products incorporating (ii) does not impose any Opioid Drug intended for the oral route comprising a Controlled Release Carrier in the Field in the Territory, then the Parties shall refer such matter to a mutually acceptable independent patent counsel. The patent counsel will be asked to render his or her opinion obligation on the matter within [* * *] days after referral. In the event the patent counsel renders an opinion, based on all facts available to him or her, that the Third Party is so infringing the DURECT Technology and DURECT Patents in the Field in the Territory, then PTI may, at its election, initiate an action against such Third Party. If the patent counsel renders an opinion, based on all facts available to him or her, that the Third Party is LR not so infringing the DURECT Technology and DURECT Patents in the Field in the Territory, then PTI may not initiate an action against such Third Party. The Party against whom the opinion is rendered shall bear all costs of the patent counsel in rendering such opinion. The costs and expenses of any infringement action (including fees of attorneys and other professionals) brought against a Third Party imposed under this Section 12.3 shall Agreement and does not require LR to part with any rights or property not required to be borne by parted with under the Party instituting the action, or, if the Parties elect to cooperate in instituting and maintaining such action, such costs and expenses shall be borne by the Parties in such proportions as they may agree in writingterms hereof. Each Party party shall execute all necessary and proper documents and documents, take such actions as shall be appropriate to allow the other Party party to institute and prosecute such infringement actions. Any award paid by Third Parties actions referred to in this Section 7.2, and shall otherwise cooperate in the institution and prosecution of such actions (including, without limitation, consenting to being named as a result party thereto). Each party, in prosecuting any such infringement actions, shall keep the other party reasonably informed as to the status of such an infringement action (whether by way of settlement or otherwise), shall be used first to reimburse the Party(ies) initiating and maintaining such action for the costs and expenses (including attorneys’ and professional fees) incurred in connection with such action, and the remainder of the recovery shall be (to the extent the same represents damages from manufacture, use, sales or importation of products incorporating any Opioid Drug intended for the oral route comprising a Controlled Release Carrier within the Field) treated as Net Sales (i.e., paid to or retained by PTI, as applicable, less the applicable royalty as calculated in accordance with Section 9.5 to be retained by or paid to DURECT, as applicable) and any remainder (i.e., that remaining portion, if any, that does not represent damages from manufacture, use, sales or importation of products incorporating any Opioid Drug within the Field intended for the oral route comprising a Controlled Release Carrier) shall be paid to DURECTactions.

Patent Enforcement. As between DURECT and PTISection 8 of the Agreement is hereby amended to read in full as follows: 8.1 Either party shall inform the other party in writing within [***] of it becoming aware of any alleged infringement of the Licensed Patents by a third party, DURECT along with any available evidence thereof. 8.2 During the term of this Agreement, UFRF shall have the first right, but shall not the dutybe obligated, to institute infringement actions against Third Parties based on prosecute at its own expense using outside counsel reasonably acceptable to Licensee any DURECT Patent Rights such infringements of the Licensed Patents. UFRF shall inform Licensee of its decision to exercise its right to enforce or DURECT Technology in defend Licensed Patents within [***] following UFRF’s becoming aware of, or receiving notice of, the Territoryalleged infringement. If DURECT UFRF does not institute exercise its option to enforce or defend any Licensed Patents, then Licensee shall have the right and option to pursue the alleged infringer using outside counsel reasonably acceptable to UFRF, at Licensee’s own expense. If either party prosecutes any such infringement, the other party agrees that it may be joined as a co-plaintiff in any such suit if so required by law, without expense to the other party. The party prosecuting any such action shall indemnify the other party against any order for costs that may be made against such other party in such proceedings. [***] Certain information in this document has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions. 8.3 If within [***] after having notified Licensee that it shall prosecute or defend Licensed Patents UFRF shall have been unsuccessful in persuading the alleged infringer to desist and shall not have brought and shall not be diligently prosecuting an infringement proceeding against an offending Third Party based on DURECT’s Patent Rights or DURECT Technology relating to the manufactureaction, use or sale of any products incorporating any Opioid Drug intended for the oral route comprising a Controlled Release Carrier in the Field in the Territory within [* * *] months after receipt of written notice from PTI, PTI then Licensee shall have the right, but shall not the dutybe obligated, to institute such an actionprosecute at its own expense any infringement of the Licensed Patents. No settlement, providedconsent judgment or other voluntary final disposition of any infringement suit that is the subject of this Section 8 may be entered into without the consent of both parties, however, that notwithstanding the foregoing, if DURECT notifies PTI during such [* * *] month period that it disputes in good faith whether such Third Party is infringing DURECT Patent Rights or DURECT Technology by the manufacture, use, sale or importation of products incorporating any Opioid Drug intended for the oral route comprising a Controlled Release Carrier in the Field in the Territory, then the Parties which consent shall refer such matter to a mutually acceptable independent patent counsel. The patent counsel will not be asked to render his or her opinion on the matter within [* * *] days after referral. unreasonably withheld 8.4 In the event that UFRF shall undertake the patent counsel renders an opinionenforcement by litigation and/or defense of the Licensed Patents by litigation, based on all facts available any recovery of damages by UFRF for any such suit shall be applied first in satisfaction of any reasonable unreimbursed expenses and legal fees of UFRF relating to him or herthe suit, that the Third Party is so infringing the DURECT Technology and DURECT Patents in the Field in the Territory, then PTI may, at next toward reimbursement of Licensee for its election, initiate an action against such Third Party. If the patent counsel renders an opinion, based on all facts available to him or her, that the Third Party is not so infringing the DURECT Technology reasonable unreimbursed expenses and DURECT Patents in the Field in the Territory, then PTI may not initiate an action against such Third Partylegal fees. The Party against whom the opinion is rendered shall bear all costs of the patent counsel in rendering such opinion. The costs and expenses of any infringement action (including fees of attorneys and other professionals) brought against a Third Party under this Section 12.3 shall be borne by the Party instituting the action, or, if the Parties elect to cooperate in instituting and maintaining such action, such costs and expenses shall be borne by the Parties in such proportions as they may agree in writing. Each Party shall execute all necessary and proper documents and take such actions as shall be appropriate to allow the other Party to institute and prosecute such infringement actions. Any award paid by Third Parties as a result of such an infringement action (whether by way of settlement or otherwise), shall be used first to reimburse the Party(ies) initiating and maintaining such action for the costs and expenses (including attorneys’ and professional fees) incurred in connection with such action, and the remainder of the recovery shall be (to the extent the same represents damages from manufacture, use, sales or importation of products incorporating any Opioid Drug intended for the oral route comprising a Controlled Release Carrier within the Field) treated as Net Sales (i.e., paid to or retained by PTI, as applicable, less the applicable royalty as calculated in accordance with Section 9.5 to be retained by or paid to DURECT, as applicable) and any remainder (i.e., that remaining portionbalance, if any, that does not represent damages from manufacture, use, sales or importation of products incorporating any Opioid Drug within the Field intended for the oral route comprising a Controlled Release Carrier) remaining shall be paid allocated [***]; provided that in the event that deeming the amount of such balance as [***] at the rate of either [***] (if the [***] that are the subject of [***]) or at the rate of [***] (if the [***] that are the subject of [***] may elect to DURECT[***] based upon such [***]. 8.5 In the event that Licensee shall undertake the enforcement by litigation and/or defense of the Licensed Patents by litigation, any recovery of damages by Licensee for any such suit shall be applied first in satisfaction of any reasonable unreimbursed expenses and legal fees of Licensee relating to the suit, and next toward reimbursement of UFRF for any reasonable unreimbursed expenses and legal fees. The balance then remaining on any such recovery shall be divided [***] on the [***] (whichever measure of [***] (if any)), and [***] to the [***] based on such sales (if the [***]) or a [***] of the [***] (if the [***]). The balance, if any, remaining shall be allocated [***] ; provided that in the event that deeming the amount of such balance as [***] at the rate of either [***] (if the [***]that are the subject of [***]) or at the rate of [***] (if the [***] may elect to [***] based upon such [***].

Patent Enforcement. As between DURECT and PTI, DURECT shall have the first right, but not the duty, to institute infringement actions against Third Parties based on any DURECT Patent Rights or DURECT Technology in the Territory. If DURECT does not institute an infringement proceeding against an offending Third Party based on DURECT’s Patent Rights or DURECT Technology relating to the manufacture, use or sale of any products incorporating any Opioid Drug intended for the oral route comprising a Controlled Release Carrier in the Field in the Territory within [* * *] months after receipt of written notice from PTI, PTI shall have the right, but not the duty, to institute such an action, provided, however, that notwithstanding the foregoing, if DURECT notifies PTI during such [* * *] month period that it disputes in good faith whether such Third Party is infringing DURECT Patent Rights or DURECT Technology by the manufacture, use, sale or importation of products incorporating any Opioid Drug intended for the oral route comprising a Controlled Release Carrier in the Field in the Territory, then the Parties shall refer such matter to a mutually acceptable independent patent counsel. The patent counsel will be asked to render his or her opinion on the matter within [* * *] days after referral. In the event the patent counsel renders an opinion, based on all facts available to him or her, that the Third Party is so infringing the DURECT Technology and DURECT Patents in the Field in the Territory, then PTI may, at its election, initiate an action against such Third Party. If the patent counsel renders an opinion, based on all facts available to him or her, that the Third Party is not so infringing the DURECT Technology and DURECT Patents in the Field * * * Certain information on this page has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been granted with respect to the omitted portions. in the Territory, then PTI may not initiate an action against such Third Party. The Party against whom the opinion is rendered shall bear all costs of the patent counsel in rendering such opinion. The costs and expenses of any infringement action (including fees of attorneys and other professionals) brought against a Third Party under this Section 12.3 shall be borne by the Party instituting the action, or, if the Parties elect to cooperate in instituting and maintaining such action, such costs and expenses shall be borne by the Parties in such proportions as they may agree in writing. Each Party shall execute all necessary and proper documents and take such actions as shall be appropriate to allow the other Party to institute and prosecute such infringement actions. Any award paid by Third Parties as a result of such an infringement action (whether by way of settlement or otherwise), shall be used first to reimburse the Party(ies) initiating and maintaining such action for the costs and expenses (including attorneys’ and professional fees) incurred in connection with such action, and the remainder of the recovery shall be (to the extent the same represents damages from manufacture, use, sales or importation of products incorporating any Opioid Drug intended for the oral route comprising a Controlled Release Carrier within the Field) treated as Net Sales (i.e., paid to or retained by PTI, as applicable, less the applicable royalty as calculated in accordance with Section 9.5 to be retained by or paid to DURECT, as applicable) and any remainder (i.e., that remaining portion, if any, that does not represent damages from manufacture, use, sales or importation of products incorporating any Opioid Drug within the Field intended for the oral route comprising a Controlled Release Carrier) shall be paid to DURECT.

Patent Enforcement. As between DURECT and PTI23.4.1 Each Party shall, DURECT within [***], inform the other Party in writing upon its becoming aware of any potential infringement or misappropriation of any of the Patents in the Territory. ARIAD SWISSCO shall provide reasonable assistance in connection with any Proceedings to stop such infringement and/or recover damages for such infringement in the Territory (including joining any action if necessary), as may be reasonably requested by ARIAD US. ARIAD US shall have the first right, but not right to control any such Proceedings and ARIAD SWISSCO shall reimburse ARIAD US [***] of ARIAD US’s costs related to such Proceedings within [***] of receipt of an invoice therefor incurred in relation to its obligations under this Section. ARIAD SWISSCO shall also have the duty, option to institute infringement actions against Third Parties based on any DURECT Patent Rights or DURECT Technology be represented by counsel of its own choice to participate in the TerritoryProceedings in the Territory [***]. For clarity, the foregoing option shall not relieve ARIAD SWISSCO’s obligation to reimburse ARIAD US [***] of ARIAD US’s costs related to such Proceedings. 23.4.2 If DURECT ARIAD US does not institute an action or proceeding or take other action to prevent or terminate such possible infringement proceeding against an offending Third Party based on DURECT’s Patent Rights or DURECT Technology relating to the manufacture, use or sale of any products incorporating any Opioid Drug intended for the oral route comprising a Controlled Release Carrier in the Field in the Territory within prior to the earlier of (i) [* * ***] months after following receipt of written notice from PTIof such possible infringement or (ii) in the case an injunction may be required, PTI as soon as such injunction is reasonably necessary, then ARIAD SWISSCO shall have the right, but not the duty, right to institute such an action, provided, however, that notwithstanding the foregoing, if DURECT notifies PTI during such [* * *] month period action or proceeding or take other appropriate action that it disputes in good faith whether believes is reasonably required to prevent or terminate such Third Party is infringing DURECT Patent Rights or DURECT Technology by the manufacture, use, sale or importation of products incorporating any Opioid Drug intended for the oral route comprising a Controlled Release Carrier in the Field possible infringement in the Territory, then including possible infringement of the Parties shall refer Patents in the Territory if (and only if) such matter to possible infringement involves the development or commercialization of a mutually acceptable independent patent counsel. The patent counsel will be asked to render his or her opinion on product that contains the matter within [* * *] days after referralCompound, with the reasonable assistance and cooperation of ARIAD US. In the event the patent counsel renders that ARIAD SWISSCO institutes an opinion, based on all facts available action or proceeding or takes other appropriate action that it believes is reasonably required to him prevent or her, that the Third Party is so infringing the DURECT Technology and DURECT Patents in the Field terminate such possible infringement in the Territory, then PTI mayARIAD SWISSCO reserves the right to have sole control over such proceedings, at its election, initiate an action against such Third Party. If subject to Section 23.4.4. 23.4.3 In the patent counsel renders an opinion, based on all facts available event that ARIAD SWISSCO becomes aware of any challenge to him or her, that the Third Party is not so infringing the DURECT Technology and DURECT Patents validity of any Patent in the Field a country in the Territory, then PTI may ARIAD SWISSCO shall provide reasonable prior written notice to ARIAD US of such challenge (which notice shall, in any event, be given within [***] of ARIAD SWISSCO becoming aware of such challenge), and ARIAD US shall thereupon have the option, in its sole discretion, to assume the control and direction of any Proceedings in relation to such Patent in such country. 23.4.4 ARIAD SWISSCO shall not initiate settle any action or Proceedings in a manner that would have a material adverse effect on the rights or interests of ARIAD US or its Affiliates without the prior written consent of the ARIAD US. 23.4.5 Any recoveries from such Proceedings or amounts received by ARIAD US or ARIAD SWISSCO from the settlement of the same shall be allocated as follows: First, each Party shall be reimbursed for its direct, out-of-pocket expenses for conducting, or cooperating with, such Proceeding, and second, the balance shall be [***], provided that any recovery or settlement amount that includes countries outside of the Territory shall be [***], acting reasonably and in good faith, prior to such allocation between the Parties. 23.4.6 ARIAD SWISSCO shall have no right to sxx or institute an action against such Third Party. The Party against whom the opinion is rendered shall bear all costs of the patent counsel in rendering such opinion. The costs and expenses or proceeding or take other action to prevent infringement of any infringement action (including fees of attorneys and Patent other professionals) brought against a Third Party under than as set out in this Section 12.3 shall be borne by the Party instituting the action, or, if the Parties elect to cooperate in instituting and maintaining such action, such costs and expenses shall be borne by the Parties in such proportions as they may agree in writing. Each Party shall execute all necessary and proper documents and take such actions as shall be appropriate to allow the other Party to institute and prosecute such infringement actions. Any award paid by Third Parties as a result of such an infringement action (whether by way of settlement or otherwise), shall be used first to reimburse the Party(ies) initiating and maintaining such action for the costs and expenses (including attorneys’ and professional fees) incurred in connection with such action, and the remainder of the recovery shall be (to the extent the same represents damages from manufacture, use, sales or importation of products incorporating any Opioid Drug intended for the oral route comprising a Controlled Release Carrier within the Field) treated as Net Sales (i.e., paid to or retained by PTI, as applicable, less the applicable royalty as calculated in accordance with Section 9.5 to be retained by or paid to DURECT, as applicable) and any remainder (i.e., that remaining portion, if any, that does not represent damages from manufacture, use, sales or importation of products incorporating any Opioid Drug within the Field intended for the oral route comprising a Controlled Release Carrier) shall be paid to DURECT23.4.

Patent Enforcement. As between DURECT and PTI23.4.1 Each Party shall, DURECT within [**], inform the other Party in writing upon its becoming aware of any potential infringement or misappropriation of any of the Patents in the Territory. ARIAD SWISSCO shall provide reasonable assistance in connection with any Proceedings to stop such infringement and/or recover damages for such infringement in the Territory (including joining any action if necessary), as may be reasonably requested by ARIAD US. ARIAD US shall have the first right, but not right to control any such Proceedings and ARIAD SWISSCO shall reimburse ARIAD US [**] of ARIAD US’s costs related to such Proceedings within [**] of receipt of an invoice therefor incurred in relation to its obligations under this Section. ARIAD SWISSCO shall also have the duty, option to institute infringement actions against Third Parties based on any DURECT Patent Rights or DURECT Technology be represented by counsel of its own choice to participate in the TerritoryProceedings in the Territory [**]. For clarity, the foregoing option shall not relieve ARIAD SWISSCO’s obligation to reimburse ARIAD US [**] of ARIAD US’s costs related to such Proceedings. 23.4.2 If DURECT ARIAD US does not institute an action or proceeding or take other action to prevent or terminate such possible infringement proceeding against an offending Third Party based on DURECT’s Patent Rights or DURECT Technology relating to the manufacture, use or sale of any products incorporating any Opioid Drug intended for the oral route comprising a Controlled Release Carrier in the Field in the Territory within prior to the earlier of (i) [* * **] months after following receipt of written notice from PTIof such possible infringement or (ii) in the case an injunction may be required, PTI as soon as such injunction is reasonably necessary, then ARIAD SWISSCO shall have the right, but not the duty, right to institute such an action, provided, however, that notwithstanding the foregoing, if DURECT notifies PTI during such [* * *] month period action or proceeding or take other appropriate action that it disputes in good faith whether believes is reasonably required to prevent or terminate such Third Party is infringing DURECT Patent Rights or DURECT Technology by the manufacture, use, sale or importation of products incorporating any Opioid Drug intended for the oral route comprising a Controlled Release Carrier in the Field possible infringement in the Territory, then including possible infringement of the Parties shall refer Patents in the Territory if (and only if) such matter to possible infringement involves the development or commercialization of a mutually acceptable independent patent counsel. The patent counsel will be asked to render his or her opinion on product that contains the matter within [* * *] days after referralCompound, with the reasonable assistance and cooperation of ARIAD US. In the event the patent counsel renders that ARIAD SWISSCO institutes an opinion, based on all facts available action or proceeding or takes other appropriate action that it believes is reasonably required to him prevent or her, that the Third Party is so infringing the DURECT Technology and DURECT Patents in the Field terminate such possible infringement in the Territory, then PTI mayARIAD SWISSCO reserves the right to have sole control over such proceedings, at its election, initiate an action against such Third Party. If subject to Section 23.4.4. 23.4.3 In the patent counsel renders an opinion, based on all facts available event that ARIAD SWISSCO becomes aware of any challenge to him or her, that the Third Party is not so infringing the DURECT Technology and DURECT Patents validity of any Patent in the Field a country in the Territory, then PTI may ARIAD SWISSCO shall provide reasonable prior written notice to ARIAD US of such challenge (which notice shall, in any event, be given within [**] of ARIAD SWISSCO becoming aware of such challenge), and ARIAD US shall thereupon have the option, in its sole discretion, to assume the control and direction of any Proceedings in relation to such Patent in such country. 23.4.4 ARIAD SWISSCO shall not initiate an settle any action against such Third Party. The Party against whom or Proceedings in a manner that would have a material adverse effect on the opinion is rendered shall bear all costs rights or interests of ARIAD US or its Affiliates without the prior written consent of the patent counsel in rendering ARIAD US. 23.4.5 Any recoveries from such opinion. The costs and expenses Proceedings or amounts received by ARIAD US or ARIAD SWISSCO from the settlement of any infringement action (including fees of attorneys and other professionals) brought against a Third Party under this Section 12.3 the same shall be borne by the Party instituting the action, or, if the Parties elect to cooperate in instituting and maintaining such action, such costs and expenses shall be borne by the Parties in such proportions as they may agree in writing. Each Party shall execute all necessary and proper documents and take such actions as shall be appropriate to allow the other Party to institute and prosecute such infringement actions. Any award paid by Third Parties as a result of such an infringement action (whether by way of settlement or otherwise), shall be used first to reimburse the Party(ies) initiating and maintaining such action for the costs and expenses (including attorneys’ and professional fees) incurred in connection with such action, and the remainder of the recovery shall be (to the extent the same represents damages from manufacture, use, sales or importation of products incorporating any Opioid Drug intended for the oral route comprising a Controlled Release Carrier within the Field) treated as Net Sales (i.e., paid to or retained by PTI, as applicable, less the applicable royalty as calculated in accordance with Section 9.5 to be retained by or paid to DURECT, as applicable) and any remainder (i.e., that remaining portion, if any, that does not represent damages from manufacture, use, sales or importation of products incorporating any Opioid Drug within the Field intended for the oral route comprising a Controlled Release Carrier) shall be paid to DURECT.allocated as

Patent Enforcement. As between DURECT and PTI, DURECT shall have the first right, but not the duty, to institute (a) If either Party becomes aware of (i) any existing or threatened infringement actions against Third Parties based on any DURECT Patent Rights or DURECT Technology in the Territory. If DURECT does not institute an infringement proceeding against an offending Third Party based on DURECT’s Patent Rights or DURECT Technology relating to the manufacture, use or sale of any products incorporating any Opioid Drug intended for the oral route comprising a Controlled Release Carrier in the Field in the Territory within [* * *] months after receipt of written notice from PTI, PTI shall have the right, but not the duty, to institute such an action, provided, however, that notwithstanding the foregoing, if DURECT notifies PTI during such [* * *] month period that it disputes in good faith whether such Third Party is infringing DURECT Arcturus Patent Rights or DURECT Technology by the manufacture, use, sale or importation of products incorporating any Opioid Drug intended for the oral route comprising a Controlled Release Carrier CureVac Patents (including Joint Patents) in the Field in the Territory, then which infringing activity involves the using, making, importing, exporting, offering for sale or selling Products or products that are competitive with Products, or the submission to a Party or a Regulatory Authority of an application for a product that references a Product, or (ii) a declaratory judgment action asserting the invalidity, unenforceability or non-infringement of any Arcturus Patent or CureVac Patent (including a Joint Patents) in the Territory in connection with any infringement described in clause (i) (each of (i) and (ii), a “Product Infringement”), it shall promptly notify the other Party in writing to that effect, and the Parties will consult with each other regarding any actions to be taken with respect to such Product Infringement. (b) CureVac shall have the first right to bring and control any legal action to enforce CureVac Patents (and Joint Patents prosecuted by CureVac) in connection with any Product Infringement (“CureVac Product Infringement”) as it reasonably determines appropriate, and Arcturus shall have the right to be represented in any such action by counsel of its choice. Prior to CureVac’s commencing any such action, and periodically during the course of such action, the Parties shall refer meet to discuss CureVac’s proposed strategy for such matter to a mutually acceptable independent patent counsel. The patent counsel will be asked to render his or her opinion on action and the matter within [* * *] days after referral. In the event the patent counsel renders an opinionprogress thereof, based on all facts available to him or her, that the Third Party is so infringing the DURECT Technology and DURECT Patents in the Field in the Territory, then PTI may, at its election, initiate an action against such Third PartyCureVac shall reasonably consider any comments thereto made by Arcturus. If the patent counsel renders an opinion, based on all facts available CureVac decides not to him or her, that the Third Party is not so infringing the DURECT Technology and DURECT Patents in the Field in the Territory, then PTI may not initiate an action against bring such Third Party. The Party against whom the opinion is rendered shall bear all costs of the patent counsel in rendering such opinion. The costs and expenses of any infringement action (including fees of attorneys and other professionals) brought against a Third Party under this Section 12.3 shall be borne by the Party instituting the legal action, orit shall so inform Arcturus promptly and Arcturus shall have the right to bring and control any legal action to enforce CureVac Patent in connection with such CureVac Product Infringement as it reasonably determines appropriate after consultation with CureVac. (c) Arcturus shall have the first right to bring and control any legal action to enforce Arcturus Patents (and Joint Patents prosecuted by Arcturus) in connection with any Product Infringement (“Arcturus Product Infringement”) as it reasonably determines appropriate, if and CureVac shall have the Parties elect right to cooperate be represented in instituting and maintaining any such action by counsel of its choice. Prior to Arcturus’s commencing any such action, and periodically during the course of such costs and expenses shall be borne by action, the Parties shall meet to discuss Arcturus’s proposed strategy for such action and the progress thereof, and Arcturus shall reasonably consider any comments thereto made by CureVac. If Arcturus decides not to bring such legal action, it shall so inform CureVac promptly and CureVac shall have the right to bring and control any legal action to enforce Arcturus Patent in connection with such proportions Arcturus Product Infringement as they may agree in writingit reasonably determines appropriate after consultation with Arcturus. (d) Arcturus shall have the exclusive right to enforce the Arcturus Patents (other than Joint Patents) for any infringement that is not a Product Infringement at its own expense as it reasonably determines appropriate. CureVac shall have the exclusive right to enforce the CureVac Patents (other than Joint Patents) for any infringement that is not a Product Infringement at its own expense as it reasonably determines appropriate. Each Party shall execute all necessary have the right to enforce the Joint Patents for any infringement that is not a Product Infringement at its own expense as it reasonably determines appropriate. CO-DEVELOPMENT AND CO-COMMERCIALIZATION AGREEMENT between CUREVAC and proper documents and take such actions as shall be appropriate to allow ARCTURUS Confidential (e) At the request of the Party bringing the action against any Product Infringement, the other Party shall provide reasonable assistance in connection therewith, including by executing reasonably appropriate documents, cooperating in discovery and joining as a party to institute the action if required. In connection with any such proceeding, the Party bringing the action shall not enter into any settlement admitting the invalidity of, or otherwise impairing any Patent Rights of the other Party. (f) All costs and prosecute expenses incurred in connection with an enforcement action relating to a claim of Product Infringement shall be treated as Joint Commercialization Costs for the applicable Product, except that with respect to Opt-Out Products, the Party bringing the action will bear its costs and expenses, and those of the other Party if incurred at such infringement actionsParty’s request. Any award paid by Third Parties as a result recoveries from such actions shall (i) in the case of such an infringement action (whether by way of settlement or otherwise)Opt-Out Products, shall be used first to reimburse the Party(ies) initiating and maintaining such action for the Parties’ costs and expenses (including attorneys’ and professional fees) incurred in connection with such actionactions, and the remainder of will be deemed Net Sales and retained by the recovery shall be (selling Party, subject to a royalty payment to the extent the same represents damages from manufacture, use, sales or importation of products incorporating any Opioid Drug intended for the oral route comprising a Controlled Release Carrier within the Field) treated as Net Sales (i.e., paid to or retained by PTI, as applicable, less the applicable royalty as calculated other Party in accordance with Section 9.5 to 8.5, and (ii) in the case of other Products, be retained by deemed Net Sales and shared between the Parties as part of the Operating Profit (or paid to DURECT, as applicableLoss) and any remainder (i.e., that remaining portion, if any, that does not represent damages from manufacture, use, sales or importation of products incorporating any Opioid Drug within the Field intended for the oral route comprising a Controlled Release Carrier) shall be paid to DURECTapplicable Product.

Patent Enforcement. As between DURECT and PTI(a) Each Party shall promptly notify the other Party, DURECT shall have the first rightif (i) it becomes aware of any alleged or threatened infringement of any Licensed Patent by a Third Party’s development, but not the duty, to institute infringement actions against Third Parties based on any DURECT Patent Rights or DURECT Technology in the Territory. If DURECT does not institute an infringement proceeding against an offending Third Party based on DURECT’s Patent Rights or DURECT Technology relating to the manufacture, use commercialization or sale exploitation of any products incorporating any Opioid Drug intended for the oral route comprising a Controlled Release Carrier Compound or Product in the Field in the Territory within [* * *] months after receipt of written notice from PTI, PTI shall have the right, but not the duty, to institute such an action, provided, however, that notwithstanding the foregoing, if DURECT notifies PTI during such [* * *] month period that it disputes in good faith whether such Third Party is infringing DURECT Patent Rights or DURECT Technology by the manufacture, use, sale or importation of products incorporating any Opioid Drug intended for the oral route comprising a Controlled Release Carrier in the Field in the SynBio Territory, then and any related declaratory judgment, opposition, or similar action alleging the Parties shall refer such matter to a mutually acceptable independent patent counsel. The patent counsel will be asked to render his invalidity, unenforceability or her opinion on non-infringement of any of the matter within [* * *] days after referral. In the event the patent counsel renders an opinion, based on all facts available to him or her, that the Third Party is so infringing the DURECT Technology and DURECT Licensed Patents in the Field in the SynBio Territory, then PTI mayor (ii) it becomes aware of any alleged or threatened infringement of any SynBio Product Patent by a Third Party’s development, manufacture, commercialization or exploitation of a Compound or Product in the ImmuneOnco Territory, and any related declaratory judgment, opposition, or similar action alleging the invalidity, unenforceability or non-infringement of any of the SynBio Product Patents in the ImmuneOnco Territory (each in (i) or (ii), a “Product Infringement”). Promptly upon receipt of any such notice, the Parties (together with their respective intellectual property counsel) will confer with respect to whether and how to pursue an infringement action, subject to the terms and conditions set forth in clauses (b) through (f) below. (b) As between the Parties, SynBio shall have the first right (but not the obligation) to bring and control any legal action to enforce the Licensed Patent against any Product Infringement in the SynBio Territory, at its electionown expense as it reasonably determines appropriate after consultation with ImmuneOnco. If SynBio does not bring such legal action within [***] after the notice provided pursuant to Section 9.3(a), initiate ImmuneOnco shall have the right (but not the obligation) to bring and control any legal action in connection with such Product Infringement in the SynBio Territory at its own expense; but after consultation with SynBio and subject to the prior written consent of SynBio, which consent shall not be unreasonably conditioned, delayed or withheld. (c) As between the Parties, ImmuneOnco shall have the first right (but not the obligation) to bring and control any legal action to enforce the SynBio Product Patent against any Product Infringement in the ImmuneOnco Territory, at its own expense as it reasonably determines appropriate after consultation with SynBio, but subject to the prior written consent of SynBio, which consent shall not be unreasonably conditioned, delayed or withheld. If ImmuneOnco does not bring such legal action within [***] after the notice provided pursuant to Section 9.3(a), SynBio shall have the right (but not the obligation) to bring and control any legal action in connection therewith in the ImmuneOnco Territory at its own expense, but after consultation with ImmuneOnco and such step-in right shall be subject to the prior written consent of ImmuneOnco, which consent shall not be unreasonably conditioned, delayed or withheld. (d) At the request and expense of the Party bringing an action against under Section 9.3(b) or 9.3(c) above or 9.3(f) below (the “Enforcing Party”), the other Party shall provide reasonable assistance in connection therewith, including by executing reasonably appropriate documents, cooperating in discovery and joining as a party to the action if required by Applicable Laws to pursue such Third action. In connection with any such enforcement action, the Enforcing Party shall keep the other Party reasonably informed on the status of such action and shall not enter into any settlement admitting the invalidity or non-infringement of, or otherwise impairing the other Party. If ’s rights in the patent counsel renders an opinion, based on all facts available Licensed Patents or SynBio Product Patents without the prior written consent (e) Any recoveries resulting from enforcement action relating to him or her, that the Third Party is not so infringing the DURECT Technology and DURECT a claim of Product Infringement of Licensed Patents in the Field SynBio Territory or of SynBio Product Patents in the Territory, then PTI may not initiate an action ImmuneOnco Territory shall be first applied against such Third payment of each Party. The Party against whom the opinion is rendered shall bear all costs of the patent counsel in rendering such opinion. The ’s costs and expenses in connection therewith. Any such recoveries in excess of any infringement action (including fees of attorneys and other professionals) brought against a Third Party under this Section 12.3 shall be borne by the Party instituting the action, or, if the Parties elect to cooperate in instituting and maintaining such action, such costs and expenses shall be borne retained by the Parties Enforcing Party; provided that if SynBio is the Enforcing Party of Licensed Patents in the SynBio Territory, then such proportions as they may agree in writing. Each Party shall execute all necessary and proper documents and take such actions as excess recoveries shall be appropriate deemed Net Sales and subject to allow the other Party royalty payment to institute and prosecute such infringement actions. Any award paid by Third Parties as a result of such an infringement action (whether by way of settlement or otherwise), shall be used first to reimburse the Party(ies) initiating and maintaining such action for the costs and expenses (including attorneys’ and professional fees) incurred in connection with such actionImmuneOnco under Section 8.5, and if ImmuneOnco is the remainder Enforcing Party of SynBio Product Patents in the recovery shall be (to the extent the same represents damages from manufactureImmuneOnco Territory, use, sales or importation of products incorporating any Opioid Drug intended for the oral route comprising a Controlled Release Carrier within the Field) treated as Net Sales (i.e., paid to or retained by PTI, as applicable, less the applicable royalty as calculated in accordance with Section 9.5 to be retained by or paid to DURECT, as applicable) and any remainder (i.e., that remaining portion, if any, that does not represent damages from manufacture, use, sales or importation of products incorporating any Opioid Drug within the Field intended for the oral route comprising a Controlled Release Carrier) then [***] shall be paid by ImmuneOnco to DURECTSynBio, and if SynBio is the Enforcing Party of SynBio Product Patents in the ImmuneOnco Territory, then [***] shall be paid by SynBio to ImmuneOnco. (f) ImmuneOnco shall have the exclusive right to bring and control any legal action to enforce (i) the Licensed Patents against any infringement that is not a Product Infringement, and (ii) the Licensed Patents against any infringement in the ImmuneOnco Territory, at ImmuneOnco’s own expense and as ImmuneOnco reasonably determines appropriate, and ImmuneOnco shall have the right to retain all recoveries. SynBio shall have the exclusive right to bring and control any legal action to enforce (i) the SynBio Product Patents against any infringement that is not a Product Infringement, and (ii) SynBio Product Patent against any infringement in the SynBio Territory, at SynBio’s own expense and as SynBio reasonably determines appropriate, and SynBio shall have the right to retain all recoveries 9.4

Patent Enforcement. As between DURECT and PTI23.4.1 Each Party shall, DURECT within [**], inform the other Party in writing upon its becoming aware of any potential infringement or misappropriation of any of the Patents in the Territory. ARIAD SWISSCO shall provide reasonable assistance in connection with any Proceedings to stop such infringement and/or recover damages for such infringement in the Territory (including joining any action if necessary), as may be reasonably requested by ARIAD US. ARIAD US shall have the first right, but not right to control any such Proceedings and ARIAD SWISSCO shall reimburse ARIAD US [**] of ARIAD US’s costs related to such Proceedings within [**] of receipt of an invoice therefor incurred in relation to its obligations under this Section. ARIAD SWISSCO shall also have the duty, option to institute infringement actions against Third Parties based on any DURECT Patent Rights or DURECT Technology be represented by counsel of its own choice to participate in the TerritoryProceedings in the Territory [**]. For clarity, the foregoing option shall not relieve ARIAD SWISSCO’s obligation to reimburse ARIAD US [**] of ARIAD US’s costs related to such Proceedings. 23.4.2 If DURECT ARIAD US does not institute an action or proceeding or take other action to prevent or terminate such possible infringement proceeding against an offending Third Party based on DURECT’s Patent Rights or DURECT Technology relating to the manufacture, use or sale of any products incorporating any Opioid Drug intended for the oral route comprising a Controlled Release Carrier in the Field in the Territory within prior to the earlier of (i) [* * **] months after following receipt of written notice from PTIof such possible infringement or (ii) in the case an injunction may be required, PTI as soon as such injunction is reasonably necessary, then ARIAD SWISSCO shall have the right, but not the duty, right to institute such an action, provided, however, that notwithstanding the foregoing, if DURECT notifies PTI during such [* * *] month period action or proceeding or take other appropriate action that it disputes in good faith whether believes is reasonably required to prevent or terminate such Third Party is infringing DURECT Patent Rights or DURECT Technology by the manufacture, use, sale or importation of products incorporating any Opioid Drug intended for the oral route comprising a Controlled Release Carrier in the Field possible infringement in the Territory, then including possible infringement of the Parties shall refer Patents in the Territory if (and only if) such matter to possible infringement involves the development or commercialization of a mutually acceptable independent patent counsel. The patent counsel will be asked to render his or her opinion on product that contains the matter within [* * *] days after referralCompound, with the reasonable assistance and cooperation of ARIAD US. In the event the patent counsel renders that ARIAD SWISSCO institutes an opinion, based on all facts available action or proceeding or takes other appropriate action that it believes is reasonably required to him prevent or her, that the Third Party is so infringing the DURECT Technology and DURECT Patents in the Field terminate such possible infringement in the Territory, then PTI mayARIAD SWISSCO reserves the right to have sole control over such proceedings, at its election, initiate an action against such Third Party. If subject to Section 23.4.4. 23.4.3 In the patent counsel renders an opinion, based on all facts available event that ARIAD SWISSCO becomes aware of any challenge to him or her, that the Third Party is not so infringing the DURECT Technology and DURECT Patents validity of any Patent in the Field a country in the Territory, then PTI may ARIAD SWISSCO shall provide reasonable prior written notice to ARIAD US of such challenge (which notice shall, in any event, be given within [**] of ARIAD SWISSCO becoming aware of such challenge), and ARIAD US shall thereupon have the option, in its sole discretion, to assume the control and direction of any Proceedings in relation to such Patent in such country. 23.4.4 ARIAD SWISSCO shall not initiate an settle any action against such Third Party. The Party against whom or Proceedings in a manner that would have a material adverse effect on the opinion is rendered shall bear all costs rights or interests of ARIAD US or its Affiliates without the prior written consent of the patent counsel in rendering ARIAD US. 23.4.5 Any recoveries from such opinion. The costs and expenses Proceedings or amounts received by ARIAD US or ARIAD SWISSCO from the settlement of any infringement action (including fees of attorneys and other professionals) brought against a Third Party under this Section 12.3 the same shall be borne by allocated as [**] = Portions of this exhibit have been omitted pursuant to a confidential treatment request. An unredacted version of this exhibit has been filed separately with the Party instituting the action, or, if the Parties elect to cooperate in instituting and maintaining such action, such costs and expenses shall be borne by the Parties in such proportions as they may agree in writing. Each Party shall execute all necessary and proper documents and take such actions as shall be appropriate to allow the other Party to institute and prosecute such infringement actions. Any award paid by Third Parties as a result of such an infringement action (whether by way of settlement or otherwise), shall be used first to reimburse the Party(ies) initiating and maintaining such action for the costs and expenses (including attorneys’ and professional fees) incurred in connection with such action, and the remainder of the recovery shall be (to the extent the same represents damages from manufacture, use, sales or importation of products incorporating any Opioid Drug intended for the oral route comprising a Controlled Release Carrier within the Field) treated as Net Sales (i.e., paid to or retained by PTI, as applicable, less the applicable royalty as calculated in accordance with Section 9.5 to be retained by or paid to DURECT, as applicable) and any remainder (i.e., that remaining portion, if any, that does not represent damages from manufacture, use, sales or importation of products incorporating any Opioid Drug within the Field intended for the oral route comprising a Controlled Release Carrier) shall be paid to DURECTCommission.

Patent Enforcement. As between DURECT and PTI(a) Each Party will promptly notify the other Party in writing of any actual or threatened infringement, DURECT misappropriation, other violation, or challenge to the validity, scope or enforceability, by a Third Party of any Joint Patents or Jointly Owned Inventions of which it becomes aware ("Third Party Infringement"). (b) Company shall have the first right, right (but not the duty, obligation) to institute infringement actions initiate legal action to enforce the Joint Patents and Jointly Owned Inventions against Third Parties based on Party Infringement by any DURECT Patent Rights or DURECT Technology in the Territory. If DURECT does not institute an infringement proceeding against an offending Third Party, where such Third Party based on DURECT’s Patent Rights or DURECT Technology relating to Infringement results from the manufacture, use development or sale of any products incorporating any Opioid Drug intended for the oral route comprising a Controlled Release Carrier in the Field in the Territory within [* * *] months after receipt of written notice from PTI, PTI shall have the right, product that includes a Company Class Compound but not the dutya PD-1 Antagonist or to defend any declaratory judgment action relating thereto, to institute such an action, provided, however, that notwithstanding the foregoing, if DURECT notifies PTI during such [* * *] month period that it disputes in good faith whether such Third Party is infringing DURECT Patent Rights or DURECT Technology by the manufacture, use, sale or importation of products incorporating any Opioid Drug intended for the oral route comprising a Controlled Release Carrier in the Field in the Territory, then the Parties shall refer such matter to a mutually acceptable independent patent counsel. The patent counsel will be asked to render his or her opinion on the matter within [* * *] days after referralat its sole expense. In the event the patent counsel renders an opinion, based on all facts available that Company fails to him initiate or her, that the defend such action within ninety (90) days after being first notified of such Third Party is Infringement, or thirty (30) days before the expiration date for filing such action or responding, whichever comes first, Merck shall have the right to do so infringing at its sole expense. (c) Merck shall have the DURECT Technology first right (but not the obligation) to initiate legal action to enforce all Joint Patents and DURECT Patents in Jointly Owned Inventions against Third Party Infringement, where such Third Party Infringement results from the Field in the Territory, then PTI maydevelopment or sale of a product that includes a PD-1 Antagonist but not a Company Class Compound or to defend any declaratory judgment action relating thereto, at its election, sole expense. In the event that Merck fails to initiate an or defend such action against within ninety (90) days after being first notified of such Third Party. If Party Infringement, or thirty (30) days before the patent counsel renders an opinionexpiration date for filing such action or responding, based on whichever comes first, Company shall have the right to do so at its sole expense. (d) The Parties shall cooperate in good faith to coordinate legal action to enforce all facts available to him or her, that the Joint Patents and Jointly Owned Inventions against Third Party is not so infringing the DURECT Technology and DURECT Patents in the Field in the Territory, then PTI may not initiate an action against Infringement by any Third Party where such Third Party. The Party against whom Infringement results from the opinion is rendered development or sale of a product that includes both a PD-1 Antagonist and a Company Class Compound or to defend any declaratory judgment action relating thereto, and shall bear all costs of share the patent counsel in rendering such opinion. The costs and expenses of such litigation equally. Notwithstanding the foregoing, either Party shall have the right to opt-out of controlling any infringement such legal action by providing written notice to the other Party within (including fees 1) ninety (90) days after being first noticed of attorneys and other professionals) brought against a such Third Party Infringement, (2) thirty (30) days before the expiration date for filing such action, (3) thirty (30) days before the expiration date for filing an answer to a complaint in a declaratory judgment action, or (4) fifteen (15) days (A) after receipt of an application to the U.S. Food & Drug Administration under this Section 12.3 351(k) of the U.S. Public Health Services Act (42 USC 262(k)), or to a similar agency under any similar provisions in another country, seeking approval of a biosimilar or interchangeable biological product of the Merck Compound or (B) before the expiration date for filing an action in connection with a certification filed pursuant to 21 U.S.C. §355(b)(2)(A)(iv) or 355(j)(2)(A)(vii)(IV) or under any similar provisions in another country, whichever comes first. In such event, the Parties shall comply with Section 10.1.6; provided that, any damages or other monetary awards recovered shall be borne shared as follows: (i) the amount of such recovery actually received by the Party instituting the action, or, if the Parties elect to cooperate in instituting and maintaining controlling such action, such costs and expenses action shall be borne by first applied to the Parties in such proportions as they may agree in writing. Each out-of-pocket costs of each Party shall execute all necessary and proper documents and take such actions as shall be appropriate to allow the other Party to institute and prosecute such infringement actions. Any award paid by Third Parties as a result of such an infringement action (whether by way of settlement or otherwise), shall be used first to reimburse the Party(ies) initiating and maintaining such action for the costs and expenses (including attorneys’ and professional fees) incurred in connection with such action, ; and the remainder of the recovery then (ii) any remaining proceeds shall be (to shared equally by the extent the same represents damages from manufacture, use, sales or importation of products incorporating any Opioid Drug intended for the oral route comprising a Controlled Release Carrier within the Field) treated as Net Sales (i.e., paid to or retained by PTI, as applicable, less the applicable royalty as calculated in accordance with Section 9.5 to be retained by or paid to DURECT, as applicable) and any remainder (i.e., that remaining portion, if any, that does not represent damages from manufacture, use, sales or importation of products incorporating any Opioid Drug within the Field intended for the oral route comprising a Controlled Release Carrier) shall be paid to DURECTParties.

Patent Enforcement. As (a) Each Party will notify the other within [***] of becoming aware of any infringement by a Third Party of any of the Portola Patents, Joint Patents or Dermavant Patents through the making, using or selling of a Product or any Syk or JAK inhibitor in the Licensed Field in the Territory of which such Party becomes aware, including any “patent certification” filed in the United States under 21 U.S.C. §355(b)(2) or 21 U.S.C. §355(j)(2) or similar provisions in other jurisdictions and of any declaratory judgment, opposition, or similar action alleging the invalidity, unenforceability or non-infringement of any of such Patent Rights (collectively “Product Infringement”). (b) For any Product Infringement in the Licensed Field of a Portola Patent, as between DURECT and PTIthe Parties, DURECT Dermavant shall have the first right, but not the dutyobligation, to institute infringement actions bring an appropriate suit or other action (an “Action”) to enforce such Portola Patent against Third Parties based on any DURECT Patent Rights or DURECT Technology in the Territorysuch Product Infringement. If DURECT does Dermavant decides not institute to bring such an infringement proceeding against an offending Third Party based on DURECT’s Patent Rights or DURECT Technology relating to the manufactureAction, use or sale of any products incorporating any Opioid Drug intended for the oral route comprising a Controlled Release Carrier in the Field in the Territory within [* * *] months after receipt of written notice from PTIit shall so inform Portola, PTI and Portola shall have the right, but not the dutyobligation, to institute bring an Action to enforce such an action, provided, however, that notwithstanding Portola Patent against such Product Infringement. Notwithstanding the foregoingabove, if DURECT notifies PTI during the claims of such [* * *] month period that it disputes Portola Patent are directed only to the composition of matter of the Licensed Compound, then Dermavant will only assert such Portola Patent with the prior consent of Portola, and Portola will consider such request in good faith whether such Third Party is infringing DURECT Patent Rights or DURECT Technology by the manufacture, use, sale or importation of products incorporating any Opioid Drug intended for the oral route comprising a Controlled Release Carrier in the Field in the Territory, then the Parties shall refer such matter to a mutually acceptable independent patent counsel. The patent counsel will be asked to render his or her opinion on the matter within [* * *] days after referralfaith. In the event Portola consents to the patent counsel renders an opinionassertion of such composition of matter claim(s), based on all facts available to him or her, that then Portola shall be the Third enforcing Party is so infringing for such claim(s) for the DURECT Technology purpose of this Section 9.4(b) and DURECT Patents Section 9.4(e). (c) For any Product Infringement in the Retained Field in of a Portola Patent, as between the TerritoryParties, then PTI mayPortola shall have the sole right, at its electionbut not the obligation, initiate to bring an action Action to enforce such Portola Patent against such Third PartyProduct Infringement. (d) For any Product Infringement of a Joint Patent, Dermavant shall have the first right, but not the obligation, to bring an Action to enforce such Joint Patent against such Product Infringement. If Dermavant decides not to bring such an Action, it shall so inform Portola, and Portola shall have the patent counsel renders right, but not the obligation, to bring an opinion, based on all facts available Action to him or her, that the Third Party is not so infringing the DURECT Technology and DURECT Patents in the Field in the Territory, then PTI may not initiate an action enforce such Joint Patent against such Third PartyProduct Infringement. [***] = CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY BRACKETS, IS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 406 OF THE SECURITIES ACT OF 1933, AS AMENDED. (e) The enforcing Party against whom the opinion is rendered shall bear all costs of the patent counsel in rendering such opinion. The costs and expenses of any infringement Product Infringement shall control the enforcement action (including fees of attorneys and other professionals) brought against a Third Party under this Section 12.3 shall be borne by the Party instituting the action, or, if the Parties elect to cooperate in instituting and maintaining such action, such costs and expenses shall be borne by the Parties in such proportions as they may agree in writing. Each Party shall execute all necessary and proper documents and take such actions as shall be appropriate to allow keep the other Party to institute reasonably informed of the status and prosecute progress of such infringement actionsenforcement efforts and shall reasonably consider the other Party’s comments on any such efforts. Any award paid At the request of the enforcing Party, the other Party shall provide reasonable assistance in connection therewith, including by Third Parties executing reasonably appropriate documents, cooperating in discovery and joining as a result party to the action if required. If a Party is required to join in any action, it may choose to retain its own counsel at its own expense. In connection with any such proceeding, the Party bringing the action shall not enter into any settlement admitting the invalidity of, or otherwise impairing the other Party’s rights in, the Portola Patents, Joint Patents or Dermavant Patents without the prior written consent of such an infringement action the other Party. (whether by way of settlement or otherwise), f) The enforcing Party shall be used first to reimburse the Party(ies) initiating and maintaining such action solely responsible for the costs and expenses (including attorneys’ incurred by the Parties in an Action against Product Infringement. Any recoveries resulting from an Action against Product Infringement shall be first applied against payment of each Party’s costs and professional fees) incurred expenses in connection with therewith. Any such action, recoveries in excess of such costs and expenses (the remainder of the recovery shall be (to the extent the same represents damages from manufacture, use, sales or importation of products incorporating any Opioid Drug intended for the oral route comprising a Controlled Release Carrier within the Field) treated as Net Sales (i.e., paid to or retained by PTI, as applicable, less the applicable royalty as calculated in accordance with Section 9.5 to be retained by or paid to DURECT, as applicable) and any remainder (i.e., that remaining portion, if any, that does not represent damages from manufacture, use, sales or importation of products incorporating any Opioid Drug within the Field intended for the oral route comprising a Controlled Release Carrier“Remainder”) shall be paid shared between the Parties as follows: (i) if Dermavant is the enforcing Party, the Remainder shall be [***]; and (ii) if Portola is the enforcing Party, the Remainder shall be [***]. (g) For any infringement of a Portola Patent or Joint Patent that is not a Product Infringement, Portola shall have the sole right, but not the obligation, to DURECTbring an Action to enforce such Portola Patent or Joint Patent against such infringement, [***], and shall [***].

Patent Enforcement. As between DURECT (a) Each Party will promptly report to the other Party during the Term any known or suspected infringement by a Third Party of any of the Collaboration IP, Xenon Background IP or Post-Research Term IP in the Territory of which such Party becomes aware, including any declaratory judgment, or similar action alleging the invalidity, unenforceability or non-infringement (provided an opposition or other similar post grant proceeding shall be considered part of Prosecution and PTIgoverned in accordance with Section 10.4) of any of the Patent Right within the Collaboration IP, DURECT Xenon Background IP or Post Research Term IP (collectively “Infringement”). (b) Genentech shall have have, in its sole discretion, the first right, but not the dutyobligation, to institute infringement actions against Third Parties based on bring and control any DURECT Patent Rights legal action or DURECT Technology take other appropriate action in the Territory. If DURECT does not institute an infringement proceeding against an offending Third Party based on DURECT’s Patent Rights or DURECT Technology relating to the manufacture, use or sale of any products incorporating any Opioid Drug intended for the oral route comprising a Controlled Release Carrier in the Field connection with such Infringement in the Territory as it reasonably determines appropriate to prevent or xxxxx actual or threatened infringement. (c) If Genentech fails to initiate a suit or take other appropriate action that it has the initial right to initiate or take pursuant to Section 10.6(b) within [* * *] months one hundred twenty (120) days after becoming aware of the basis for such suit or action, then Xenon may, in its discretion, provide Genentech with written notice of Xenon’s intent to initiate a suit or take other appropriate action. If Xenon provides such notice and Genentech fails to initiate a suit or take such other appropriate action within thirty (30) days after receipt of written such notice from PTIXenon, PTI then, upon approval by Genentech, which approval shall not be unreasonably withheld, Xenon shall have the right, but not the duty, right to institute such an action, provided, however, that notwithstanding the foregoing, if DURECT notifies PTI during such [* * *] month period initiate a suit or take other appropriate action that it disputes believes is reasonably required to prevent or xxxxx actual or threatened Infringement or misappropriation of a Patent Right within the Collaboration IP, Xenon Background IP, or Post-Research Term IP (as applicable). (d) The Party initiating suit shall have the sole and exclusive right to select counsel for any suit initiated by it pursuant to Section 10.6(b) or 10.6(c). If required under law, or otherwise necessary, in good faith whether such Third Party is infringing DURECT Patent Rights or DURECT Technology by the manufacture, use, sale or importation of products incorporating any Opioid Drug intended order for the oral route comprising initiating Party to initiate or maintain such suit, the other Party shall join as a Controlled Release Carrier in party to the Field in suit and shall have the Territory, then the Parties shall refer such matter right to a mutually acceptable independent patent counselbe represented by counsel of its own choice. The patent counsel will be asked other Party shall offer reasonable assistance to render his or her opinion on the matter within [* * *] days after referral. In initiating Party in connection therewith at no charge to the event the patent counsel renders an opinion, based on all facts available to him or her, that the Third initiating Party is so infringing the DURECT Technology and DURECT Patents in the Field in the Territory, then PTI may, at its election, initiate an action against such Third Party. If the patent counsel renders an opinion, based on all facts available to him or her, that the Third Party is not so infringing the DURECT Technology and DURECT Patents in the Field in the Territory, then PTI may not initiate an action against such Third Party. The Party against whom the opinion is rendered shall bear all except for reimbursement of reasonable out-of-pocket costs of the patent counsel incurred in rendering such opinionassistance, except that, if Xenon initiates a suit in accordance with Section 10.6(c), Xenon shall have no obligation to reimburse [†] DESIGNATES PORTIONS OF THIS DOCUMENT THAT HAVE BEEN OMITTED PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT FILED SEPARATELY WITH THE COMMISSION Genentech for any out-of-pocket costs that Genentech incurs in rendering such assistance. The initiating Party shall assume and pay all of its own out-of-pocket costs incurred in connection with any litigation or proceedings initiated by it pursuant to Section 10.6(b) or 10.6(c), including the fees and expenses of the counsel selected by it. (e) The Party controlling any infringement such action described in Section 10.6(b) or 10.6(c) may not settle or consent to an adverse judgment, including any judgment which affects the scope, validity or enforcement of any Patent Right within the Collaboration IP, Xenon Background IP or Post Research-Term IP, without the express written consent of the non-controlling Party (including fees of attorneys and other professionalssuch consent not to be unreasonably withheld or delayed), except that Genentech or Xenon may each settle or consent to an adverse judgment in any action described in Section 10.6(b) brought against a Third Party under this Section 12.3 shall be borne by the Party instituting the action, or, if the Parties elect to cooperate in instituting and maintaining such action, such costs and expenses shall be borne by the Parties in such proportions as they may agree in writing. Each Party shall execute all necessary and proper documents and take such actions as shall be appropriate to allow or 10.6(c) without obtaining consent from the other Party unless any such settlement or consent judgment would either (A) impose a financial obligation upon the other Party or (B) admit liability on behalf of the other Party, or (C), limit the scope of or invalidate any Patent Right within the Collaboration IP, Xenon Background IP or Post-Research Term IP. (f) With respect to institute and prosecute such infringement actions. Any award paid by Third Parties any suit or action referred to in Section 10.6(b) or 10.6(c), any recovery obtained as a result of any such an infringement action (whether proceeding, by way of settlement or otherwise), shall be used first to reimburse applied, in the Party(iesfollowing order of priority: (i) initiating [†]; (ii) [†]; and maintaining such action for the costs and expenses (including attorneys’ and professional feesiii) incurred in connection with such action, and the remainder of the recovery shall be (to the extent the same represents damages from manufacture, use, sales or importation of products incorporating any Opioid Drug intended for the oral route comprising a Controlled Release Carrier within the Field) treated as Net Sales (i.e., paid to or retained by PTI, as applicable, less the applicable royalty as calculated in accordance with Section 9.5 to be retained by or paid to DURECT, as applicable) and any remainder (i.e., that remaining portion, if any, that does not represent damages from manufacture, use, sales or importation of products incorporating any Opioid Drug within the Field intended for the oral route comprising a Controlled Release Carrier) shall be paid to DURECT[†].

Patent Enforcement. As between DURECT and PTI, DURECT (a) Each Party shall have the first right, but not the duty, to institute infringement actions against Third Parties based on any DURECT Patent Rights or DURECT Technology promptly report in the Territory. If DURECT does not institute an infringement proceeding against an offending Third Party based on DURECT’s Patent Rights or DURECT Technology relating writing to the manufactureother Party during the term of this Agreement any: (i) known infringement, suspected infringement, unauthorized use or sale misappropriation of any products incorporating any Opioid Drug intended for of the oral route comprising a Controlled Release Carrier Patents in the Field in the Territory within by a Third Party of which it becomes aware, and shall provide the other Party with all available evidence supporting said infringement, suspected infringement or unauthorized use or misappropriation. Within [* * *] months after receipt Scynexis becomes, or is made, aware of any of the foregoing, it shall advise R-Pharm in writing that [*] Scynexis has elected to initiate proceedings [*]. The inability of Scynexis to decide on a course of action within such [*] period shall for purposes of this Agreement be deemed a decision not to initiate an infringement or other appropriate suit. (b) Within [*] after Scynexis [*] = Certain confidential information contained in this document, marked by brackets, has been omitted and filed separately with the Securities and Exchange Commission pursuant to Rule 406 of the Securities Act of 1933, as amended. becomes, or is made, aware of any infringement, suspected infringement or unauthorized use or misappropriation by a Third Party in the Field in the Territory, as provided in paragraph (a) above, and provided that Scynexis shall have advised R-Pharm, within the [*] period provided in paragraph (a) above of its [*] decision to file suit, Scynexis [*] shall initiate an infringement or other appropriate suit anywhere in the world against such Third Party. Scynexis shall provide R-Pharm with an opportunity to make suggestions and comments regarding such suit and shall promptly notify R-Pharm of the commencement of such suit. Scynexis shall keep R-Pharm promptly informed of, and shall from time to time consult with R-Pharm regarding the status of any such suit and shall provide R-Pharm with copies of all documents filed in, and all written notice from PTIcommunications relating to, PTI such suit. Scynexis shall select counsel who shall be reasonably acceptable to R-Pharm. Scynexis shall, except as provided below, pay all expenses of the suit, including, without limitation, attorneys’ fees and court costs. If necessary, R-Pharm shall join as a party to the suit but shall be under no obligation to participate except to the extent that such participation is required as the result of being a named party to the suit; provided, however, R-Pharm shall have the right to participate and be represented in any suit by its own counsel at its own expense. Scynexis shall not settle any such suit involving rights of R-Pharm without obtaining the prior written consent of R-Pharm, which consent shall not be unreasonably withheld. [*] = Certain confidential information contained in this document, marked by brackets, has been omitted and filed separately with the Securities and Exchange Commission pursuant to Rule 406 of the Securities Act of 1933, as amended. (c) In the event that Scynexis does not inform R-Pharm of its intent to initiate an infringement or other appropriate suit within the [*] period provided in paragraph (a) above, or does not initiate such an infringement other appropriate action within the [*] period provided in paragraph (b) above, R-Pharm shall have the right, but not the duty, at its expense, to institute such initiate an action, provided, however, that notwithstanding the foregoing, if DURECT notifies PTI during such [* * *] month period that it disputes in good faith whether such Third Party is infringing DURECT Patent Rights infringement or DURECT Technology by the manufacture, use, sale or importation of products incorporating any Opioid Drug intended for the oral route comprising a Controlled Release Carrier in the Field in the Territory, then the Parties shall refer such matter to a mutually acceptable independent patent counsel. The patent counsel will be asked to render his or her opinion on the matter within [* * *] days after referralother appropriate suit. In exercising its rights pursuant to this paragraph (c), R-Pharm shall have the event sole and exclusive right to select counsel and shall pay all expenses of the patent counsel renders an opinionsuit, based on all facts available to him or her, that the Third Party is so infringing the DURECT Technology including without limitation attorneys’ fees and DURECT Patents in the Field in the Territory, then PTI may, at its election, initiate an action against such Third Partycourt costs. If necessary, Scynexis shall join as a party to the patent counsel renders an opinion, based on all facts available suit and shall participate only to him or her, the extent that the Third Party such participation is not so infringing the DURECT Technology and DURECT Patents in the Field in the Territory, then PTI may not initiate an action against such Third Party. The Party against whom the opinion is rendered shall bear all costs of the patent counsel in rendering such opinion. The costs and expenses of any infringement action (including fees of attorneys and other professionals) brought against a Third Party under this Section 12.3 shall be borne by the Party instituting the action, or, if the Parties elect to cooperate in instituting and maintaining such action, such costs and expenses shall be borne by the Parties in such proportions as they may agree in writing. Each Party shall execute all necessary and proper documents and take such actions as shall be appropriate to allow the other Party to institute and prosecute such infringement actions. Any award paid by Third Parties required as a result of its being a named party to the suit or being the holder of any patent at issue or being the owner or licensor of any Patents at issue. At R-Pharm’s request, Scynexis shall offer reasonable assistance to R-Pharm in connection therewith at no charge except for reimbursement of reasonable out-of-pocket expenses incurred in rendering such an infringement assistance. Without limiting the generality of the preceding sentence, Scynexis shall cooperate fully in order to enable R-Pharm to institute any action hereunder. Scynexis shall have the right to be represented in any such suit by its own counsel at its own expense. [*] = Certain confidential information contained in this document, marked by brackets, has been omitted and filed separately with the Securities and Exchange Commission pursuant to Rule 406 of the Securities Act of 1933, as amended. (d) Any recovery obtained by either or both Scynexis and R-Pharm in connection with or as a result of any action contemplated by this Section 9.3, whether by way of settlement or otherwise), shall be used first to reimburse shared in order as follows: (i) the Party(ies) initiating party which initiated and maintaining such prosecuted the action for the shall recoup all of its costs and expenses (including attorneys’ and professional fees) incurred in connection with such the action; (ii) the other party shall then, and the remainder of the recovery shall be (to the extent possible, recover its costs and expenses incurred in connection with the same represents damages from manufacture, use, sales or importation action; and (iii) the amount of products incorporating any Opioid Drug intended for the oral route comprising a Controlled Release Carrier within the Field) treated as Net Sales (i.e., paid to or retained by PTI, as applicable, less the applicable royalty as calculated in accordance with Section 9.5 to recovery remaining shall then be retained by or paid to DURECT, as applicable) and any remainder (i.e., that remaining portion, if any, that does not represent damages from manufacture, use, sales or importation of products incorporating any Opioid Drug within the Field intended for the oral route comprising a Controlled Release Carrier) shall be paid to DURECT[*].

Patent Enforcement. As between DURECT and PTI, DURECT shall have the first right, but not the duty, to institute infringement actions against Third Parties based on any DURECT Patent Rights or DURECT Technology in the Territory. If DURECT does not institute an infringement proceeding against an offending Third Party based on DURECT’s Patent Rights or DURECT Technology relating to the manufacture, use or sale of any products incorporating any Opioid Drug intended for the oral route comprising a Controlled Release Carrier in the Field in the Territory within [* * *] months after receipt of written notice from PTI, PTI shall have the right, but not the duty, to institute such an action, provided, however, that notwithstanding the foregoing, if DURECT notifies PTI during such [* * *] month period that it disputes in good faith whether such Third Party is infringing DURECT Patent Rights or DURECT Technology by the manufacture, use, sale or importation of products incorporating any Opioid Drug intended for the oral route comprising a Controlled Release Carrier in the Field in the Territory, then the Parties shall refer such matter to a mutually acceptable independent patent counsel. The patent counsel will be asked to render his or her opinion on the matter within [* * *] ]days after referral. In the event the patent counsel renders an opinion, based on all facts available to him or her, that the Third Party is so infringing the DURECT Technology and DURECT Patents in the Field in the Territory, then PTI may, at its election, initiate an action against such Third Party. If the patent counsel renders an opinion, based on all facts available to him or her, that the Third Party is not so infringing the DURECT Technology and DURECT Patents in the Field in the Territory, then PTI may not initiate an action against such Third Party. The Party against whom the opinion is rendered shall bear all costs of the patent counsel in rendering such opinion. The costs and expenses of any infringement action (including fees of attorneys and other professionals) brought against a Third Party under this Section 12.3 shall be borne by the Party instituting the action, or, if the Parties elect to cooperate in instituting and maintaining such action, such costs and expenses shall be borne by the Parties in such proportions as they may agree in writing. Each Party shall execute all necessary and proper documents and take such actions as shall be appropriate to allow the other Party to institute and prosecute such infringement actions. Any award paid by Third Parties as a result of such an infringement action (whether by way of settlement or otherwise), shall be used first to reimburse the Party(ies) initiating and maintaining such action for the costs and expenses (including attorneys’ and professional fees) incurred in connection with such action, and the remainder of the recovery shall be (to the extent the same represents damages from manufacture, use, sales or importation of products incorporating any Opioid Drug intended for the oral route comprising a Controlled Release Carrier within the Field) treated as Net Sales (i.e., paid to or retained by PTI, as applicable, less the applicable royalty as calculated in accordance with Section 9.5 to be retained by or paid to DURECT, as applicable) and any remainder (i.e., that remaining portion, if any, that does not represent damages from manufacture, use, sales or importation of products incorporating any Opioid Drug within the Field intended for the oral route comprising a Controlled Release Carrier) shall be paid to DURECT.

Patent Enforcement. As (a) Each Party will notify the other within [***] of becoming aware of any infringement by a Third Party of any of the Portola Patents, Joint Patents or Dermavant Patents through the making, using or selling of a Product or any Syk or JAK inhibitor in the Licensed Field in the Territory of which such Party becomes aware, including any “patent certification” filed in the United States under 21 U.S.C. §355(b)(2) or 21 U.S.C. §355(j)(2) or similar provisions in other jurisdictions and of any declaratory judgment, opposition, or similar action alleging the invalidity, unenforceability or non-infringement of any of such Patent Rights (collectively “Product Infringement”). (b) For any Product Infringement in the Licensed Field of a Portola Patent, as between DURECT and PTIthe Parties, DURECT Dermavant shall have the first right, but not the dutyobligation, to institute infringement actions bring an appropriate suit or other action (an “Action”) to enforce such Portola Patent against Third Parties based on any DURECT Patent Rights or DURECT Technology in the Territorysuch Product Infringement. If DURECT does Dermavant decides not institute to bring such an infringement proceeding against an offending Third Party based on DURECT’s Patent Rights or DURECT Technology relating to the manufactureAction, use or sale of any products incorporating any Opioid Drug intended for the oral route comprising a Controlled Release Carrier in the Field in the Territory within [* * *] months after receipt of written notice from PTIit shall so inform Portola, PTI and Portola shall have the right, but not the dutyobligation, to institute bring an Action to enforce such an action, provided, however, that notwithstanding Portola Patent against such Product Infringement. Notwithstanding the foregoingabove, if DURECT notifies PTI during the claims of such [* * *] month period that it disputes Portola Patent are directed only to the composition of matter of the Licensed Compound, then Dermavant will only assert such Portola Patent with the prior consent of Portola, and Portola will consider such request in good faith whether such Third Party is infringing DURECT Patent Rights or DURECT Technology by the manufacture, use, sale or importation of products incorporating any Opioid Drug intended for the oral route comprising a Controlled Release Carrier in the Field in the Territory, then the Parties shall refer such matter to a mutually acceptable independent patent counsel. The patent counsel will be asked to render his or her opinion on the matter within [* * *] days after referralfaith. In the event Portola consents to the patent counsel renders an opinionassertion of such composition of matter claim(s), based on all facts available to him or her, that then Portola shall be the Third enforcing Party is so infringing for such claim(s) for the DURECT Technology purpose of this Section 9.4(b) and DURECT Patents Section 9.4(e). (c) For any Product Infringement in the Retained Field in of a Portola Patent, as between the TerritoryParties, then PTI mayPortola shall have the sole right, at its electionbut not the obligation, initiate to bring an action Action to enforce such Portola Patent against such Third PartyProduct Infringement. (d) For any Product Infringement of a Joint Patent, Dermavant shall have the first right, but not the obligation, to bring an Action to enforce such Joint Patent against such Product Infringement. If Dermavant decides not to bring such an Action, it shall so inform Portola, and Portola shall have the patent counsel renders right, but not the obligation, to bring an opinion, based on all facts available Action to him or her, that the Third Party is not so infringing the DURECT Technology and DURECT Patents in the Field in the Territory, then PTI may not initiate an action enforce such Joint Patent against such Third PartyProduct Infringement. CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY [***], HAS BEEN OMITTED BECAUSE DERMAVANT SCIENCES LTD. HAS DETERMINED THE INFORMATION (I) IS NOT MATERIAL AND (II) WOULD LIKELY CAUSE COMPETITIVE HARM TO DERMAVANT SCIENCES LTD. IF PUBLICLY DISCLOSED. (e) The enforcing Party against whom the opinion is rendered shall bear all costs of the patent counsel in rendering such opinion. The costs and expenses of any infringement Product Infringement shall control the enforcement action (including fees of attorneys and other professionals) brought against a Third Party under this Section 12.3 shall be borne by the Party instituting the action, or, if the Parties elect to cooperate in instituting and maintaining such action, such costs and expenses shall be borne by the Parties in such proportions as they may agree in writing. Each Party shall execute all necessary and proper documents and take such actions as shall be appropriate to allow keep the other Party to institute reasonably informed of the status and prosecute progress of such infringement actionsenforcement efforts and shall reasonably consider the other Party’s comments on any such efforts. Any award paid At the request of the enforcing Party, the other Party shall provide reasonable assistance in connection therewith, including by Third Parties executing reasonably appropriate documents, cooperating in discovery and joining as a result party to the action if required. If a Party is required to join in any action, it may choose to retain its own counsel at its own expense. In connection with any such proceeding, the Party bringing the action shall not enter into any settlement admitting the invalidity of, or otherwise impairing the other Party’s rights in, the Portola Patents, Joint Patents or Dermavant Patents without the prior written consent of such an infringement action the other Party. (whether by way of settlement or otherwise), f) The enforcing Party shall be used first to reimburse the Party(ies) initiating and maintaining such action solely responsible for the costs and expenses (including attorneys’ incurred by the Parties in an Action against Product Infringement. Any recoveries resulting from an Action against Product Infringement shall be first applied against payment of each Party’s costs and professional fees) incurred expenses in connection with therewith. Any such action, recoveries in excess of such costs and expenses (the remainder of the recovery shall be (to the extent the same represents damages from manufacture, use, sales or importation of products incorporating any Opioid Drug intended for the oral route comprising a Controlled Release Carrier within the Field) treated as Net Sales (i.e., paid to or retained by PTI, as applicable, less the applicable royalty as calculated in accordance with Section 9.5 to be retained by or paid to DURECT, as applicable) and any remainder (i.e., that remaining portion, if any, that does not represent damages from manufacture, use, sales or importation of products incorporating any Opioid Drug within the Field intended for the oral route comprising a Controlled Release Carrier“Remainder”) shall be paid shared between the Parties as follows: (i) if Dermavant is the enforcing Party, the Remainder shall be [***]; and (ii) if Portola is the enforcing Party, the Remainder shall be [***]. (g) For any infringement of a Portola Patent or Joint Patent that is not a Product Infringement, Portola shall have the sole right, but not the obligation, to DURECTbring an Action to enforce such Portola Patent or Joint Patent against such infringement, [***], and shall [***].