Common use of Patent Enforcement Clause in Contracts

Patent Enforcement. Section 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 ten (10) business days of it becoming aware of any alleged infringement of the Licensed Patents by a third party, along with any available evidence thereof. 8.2 During the term of this Agreement, UFRF shall have the first right, but shall not be obligated, to prosecute at its own expense using outside counsel reasonably acceptable to Licensee any such infringements of the Licensed Patents. UFRF shall inform Licensee of its decision to exercise its right to enforce or defend Licensed Patents within sixty (60) days following UFRF’s becoming aware of, or receiving notice of, the alleged infringement. If UFRF does not 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. 8.3 If within six (6) months 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 action, then Licensee shall have the right, but shall not be obligated, to prosecute at its own expense any infringement of the Licensed Patents. No settlement, consent 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, which consent shall not be unreasonably withheld 8.4 In the event that UFRF shall undertake the enforcement by litigation and/or defense of the Licensed Patents by litigation, 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 the suit, and next toward reimbursement of Licensee for its reasonable unreimbursed expenses and legal fees. The balance, if any, remaining shall be allocated so that UFRF receives [***] of such remainder and Licensee receives [***]; 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 [***] based upon such [***]. [***] 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. 8.5 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 so that Licensee receives [***] on the [***] (whichever measure of [***] (if any)), and UFRF receives an amount equal to the [***] based on such sales (if the [***]) or a [***] of the [***] (if the [***]). The balance, if any, remaining shall be allocated so that Licensee receives [***] of such remainder and UFRF receives [***] ; 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. Section 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 ten (10) business days of it becoming aware of any alleged infringement of the Licensed Patents by a third partyAs between DURECT and PTI, along with any available evidence thereof. 8.2 During the term of this Agreement, UFRF DURECT shall have the first right, but shall not be obligatedthe duty, to prosecute at its own expense using outside counsel reasonably acceptable to Licensee institute infringement actions against Third Parties based on any such infringements of DURECT Patent Rights or DURECT Technology in the Licensed Patents. UFRF shall inform Licensee of its decision to exercise its right to enforce or defend Licensed Patents within sixty (60) days following UFRF’s becoming aware of, or receiving notice of, the alleged infringementTerritory. If UFRF DURECT does not exercise its option to enforce institute an infringement proceeding against an offending Third Party based on DURECT’s Patent Rights 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 DURECT Technology relating to the other party. The party prosecuting manufacture, use or sale of any such action shall indemnify products incorporating any Opioid Drug intended for the other party against any order for costs that may be made against such other party oral route comprising a Controlled Release Carrier in such proceedings. 8.3 If the Field in the Territory within six (6) [* * *] months 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 actionreceipt of written notice from PTI, then Licensee PTI shall have the right, but shall not be obligatedthe duty, to prosecute at its own expense 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 infringement of Opioid Drug intended for the Licensed Patentsoral 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. No settlement, consent judgment The patent counsel will be asked to render his or other voluntary final disposition of any infringement suit that is her opinion on the subject of this Section 8 may be entered into without the consent of both parties, which consent shall not be unreasonably withheld 8.4 matter within [* * *] days after referral. In the event the patent counsel renders an opinion, based on all facts available to him or her, that UFRF shall undertake the enforcement by litigation and/or defense of Third Party is so infringing the Licensed DURECT Technology and DURECT Patents by litigation, 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 the suit, and next toward reimbursement of Licensee for its reasonable unreimbursed expenses and legal fees. The balance, if any, remaining shall be allocated so that UFRF receives [***] of such remainder and Licensee receives [***]; provided that in the event 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 deeming the amount of such balance as [***] at Third Party is not so infringing the rate of either [***] (if DURECT Technology and DURECT Patents in the [***] that are the subject of [***]) or at the rate of [***] (if the [***] that are the subject of [***] may elect to [***] based upon such [***]. [***] Field * * * Certain information in on this document page has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested granted with respect to the omitted portions. 8.5 In . in the event that Licensee Territory, then PTI may not initiate an action against such Third Party. The Party against whom the opinion is rendered shall undertake the enforcement by litigation and/or defense bear all costs of the Licensed Patents by litigation, patent counsel in rendering such opinion. The costs and expenses of any recovery infringement action (including fees of damages by Licensee for any such suit attorneys and other professionals) brought against a Third Party under this Section 12.3 shall be applied 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 satisfaction of any reasonable unreimbursed expenses and legal fees of Licensee relating to the suitconnection with such action, and next toward reimbursement the remainder of UFRF for any reasonable unreimbursed expenses and legal fees. The balance then remaining on any such the recovery shall be divided so that Licensee receives [***] on the [***] (whichever measure of [***] (if any)), and UFRF receives an amount equal to the [***] based on such 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 (if 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) or a [***] of the [***] and any remainder (if the [***]). The balancei.e., that remaining portion, if any, remaining 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 allocated so that Licensee receives [***] of such remainder and UFRF receives [***] ; 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 paid to [***] based upon such [***]DURECT.

Patent Enforcement. Section 8 of the Agreement is hereby amended to read in full as follows: 8.1 Either party (a) Each Party shall inform the other party Party promptly in writing within ten (10) business days of it becoming aware of any alleged infringement of the Licensed Patents any Regents' Patent Rights by a third partyany Third Party of which it shall have knowledge, along with and provide any available evidence thereofof infringement. 8.2 During the term of this Agreement, UFRF shall have the first right, but shall not be obligated, to prosecute at its own expense using outside counsel reasonably acceptable to Licensee any such infringements of the Licensed Patents. UFRF shall inform Licensee of its decision to exercise its right to enforce or defend Licensed Patents within sixty (60b) days following UFRF’s becoming aware of, or receiving notice of, the alleged infringement. If UFRF does not exercise its option to enforce or defend any Licensed Patents, then Licensee BMS acknowledges and agrees that The Regents shall have the right to defend the Regents' Patent Rights against infringement or interference by other parties. BMS further acknowledges 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. 8.3 If within six (6) months after having notified Licensee that it shall prosecute or defend Licensed Patents UFRF PROGENICS shall have been unsuccessful in persuading the alleged infringer right to desist join, and shall not have cooperate with The Regents in, any infringement action brought by The Regents (however, as between PROGENICS and shall not be diligently prosecuting an infringement actionBMS, then Licensee BMS shall have the right, but not the obligation, to join any such action, at its own expense, with respect to any infringement of the Regents' Patent Rights in the Regents' Field). (c) BMS acknowledges and agrees that, under The Regents/PROGENICS License Agreement, if The Regents elects not to commence suit for infringement of the Regents' Patent Rights within 100 days after PROGENICS's request therefor and if the infringement occurred during the period and in a jurisdiction where the Third Party had allegedly infringed PROGENICS's exclusive rights under The Regents/PROGENICS License Agreement, then PROGENICS may thereafter bring suit in its own name (however, as between PROGENICS and BMS, BMS shall have the right, but not be obligatedthe obligation, to prosecute at its own expense any infringement of the Licensed PatentsRegents' Patent Rights in the Regents' Field). No settlementBMS further acknowledges and agrees that The Regents shall have the right to join, consent judgment or other voluntary final disposition of and shall cooperate with PROGENICS in, any infringement suit action brought by PROGENICS, at The Regents' sole expense. (d) BMS acknowledges and agrees that is [XXX] shall be entitled to any recovery in a legal action brought by [XXX] to enforce any Regents Patent Rights, pursuant to The Regents/PROGENICS License Agreement. (e) BMS acknowledges and agrees that any recovery in a legal action brought jointly by The Regents and PROGENICS and fully participated in by both shall [XXX]. (As between BMS and PROGENICS, from the subject portion allocated to PROGENICS, each of this Section 8 may BMS and PROGENICS shall be entered into without entitled to reimbursement, pro rata, of expenses incurred by such Party in connection with such action, and the consent of both partiesbalance remaining from such allocation shall be divided as follows: [XXX] to BMS and the remaining [XXX] to PROGENICS.) (f) BMS acknowledges and agrees that, which consent shall not be unreasonably withheld 8.4 In in the event that UFRF PROGENICS shall undertake the enforcement by litigation and/or defense of the Licensed Patents any Regents' Patent Rights by litigation, any recovery of damages by UFRF for any such suit shall PROGENICS will be applied first in satisfaction of any reasonable toward PROGENICS's unreimbursed expenses and legal fees of UFRF relating to such suit. PROGENICS shall pay The Regents a royalty of [XXX] of the suitremaining balance and shall be entitled to retain the remainder. (As between BMS and PROGENICS, from such remainder, BMS shall be entitled to reimbursement of expenses incurred by BMS in connection with such action, and next toward reimbursement of Licensee for its reasonable unreimbursed expenses and legal fees. The balance, if any, the balance remaining shall be allocated so that UFRF receives [***] of from such remainder and Licensee receives [***]; 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 [***] based upon such [***]. [***] 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. 8.5 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 allocation shall be divided so that Licensee receives as follows: [***XXX] on to BMS and the remaining [***XXX] (whichever measure of [***] (if anyto PROGENICS.)), and UFRF receives an amount equal to the [***] based on such sales (if the [***]) or a [***] of the [***] (if the [***]). The balance, if any, remaining shall be allocated so that Licensee receives [***] of such remainder and UFRF receives [***] ; 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. Section 8 (a) If any party learns of the Agreement is hereby amended to read infringement of any Patent, published Patent Application or other Intellectual Property right included in full as follows: 8.1 Either the MOCA Technology, such party shall inform promptly notify the other party parties of such infringement in writing within ten and will provide the other parties with all evidence of infringement in the notifying party’s possession. All parties shall use their best efforts in cooperation with each other to terminate third party infringement without litigation. (10b) business days of it becoming aware of any alleged infringement During the Option Period and prior to Omeros’ purchase of the Licensed Patents by a third party, along MOCA Technology in accordance with any available evidence thereof. 8.2 During the term of this Agreement, UFRF the Founders and Patobios shall have the first sole right, but shall not be obligatedafter consulting with Omeros and considering in good faith all comments and suggestions from Omeros, to prosecute enforce the Patents, Patent Applications (to the extent enforceable) or other Intellectual Property right included in the MOCA Technology against any third party infringers at its own the sole cost and expense using outside counsel reasonably acceptable to Licensee any of Patobios. If after such infringements of the Licensed Patents. UFRF shall inform Licensee of its decision to exercise its right consultation Patobios elects not to enforce or defend Licensed Patents within sixty (60) days following UFRF’s becoming aware of, or receiving notice of, the alleged infringement. If UFRF does not 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 Patent Applications (to the extent enforceable) or other party. The party prosecuting any such action shall indemnify Intellectual Property Right included in the other party against any order for costs that may be made against such other party in such proceedings. 8.3 If within six (6) months 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 actionMOCA Technology, then Licensee Patobios shall immediately notify Omeros, in which event Omeros shall have the right, but shall not be obligatedat its sole cost and expense, to prosecute at its own expense enforce the Patents, Patent Applications (to the extent enforceable) or other Intellectual Property right included in the MOCA Technology against the third party infringer(s), in which event any infringement award, judgment, settlement or damages collected (“Enforcement Proceeds”) shall belong solely to Omeros without duty to account to any other party; provided, however, that if Omeros does not acquire the MOCA Technology prior to the expiration of the Licensed PatentsOption Period, then following the expiration of the Option Period Omeros shall pay to Patobios any Enforcement Proceeds it receives less an amount equal to Omeros’ costs and expenses incurred in connection with such enforcement action. No During the Option Period and prior to Omeros’ purchase of the MOCA Technology, none of Patobios, the Founders or Omeros shall enter into any settlement, consent judgment agreement or understanding invalidating, limiting or reducing the Patents, Patent Applications or other voluntary final disposition of Intellectual Property rights in the MOCA Technology, or granting any infringement suit that is license to any third party to the subject of this Section 8 may be entered into Patents, Patent Applications or other Intellectual Property rights in the MOCA Technology without the prior † DESIGNATES PORTIONS OF THIS DOCUMENT THAT HAVE BEEN OMITTED PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT FILED SEPARATELY WITH THE COMMISSION written consent of both partiesall of the other parties to this Agreement (other than the Escrow Agent), which consent shall not be unreasonably withheld 8.4 In the event that UFRF shall undertake the enforcement by litigation and/or defense of the Licensed Patents by litigation, 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 the suit, and next toward reimbursement of Licensee for its reasonable unreimbursed expenses and legal fees. The balance, if any, remaining shall be allocated so that UFRF receives [***] of such remainder and Licensee receives [***]; 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 [***] based upon such [***]. [***] 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. 8.5 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 so that Licensee receives [***] on the [***] (whichever measure of [***] (if any)), and UFRF receives an amount equal to the [***] based on such sales (if the [***]) or a [***] of the [***] (if the [***]). The balance, if any, remaining shall be allocated so that Licensee receives [***] of such remainder and UFRF receives [***] ; 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. Section 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 ten (10) business days of it becoming aware of any alleged infringement of the Licensed Patents by a third party, along with any available evidence thereof. 8.2 During the term of this Agreement, UFRF shall have the first right, but shall not be obligated, to prosecute at its own expense using outside counsel reasonably acceptable to Licensee any such infringements of the Licensed Patents. UFRF shall inform Licensee of its decision to exercise its right to enforce or defend Licensed Patents within sixty (60) days following UFRF’s becoming aware of, or receiving notice of, the alleged infringement. If UFRF does not 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. 8.3 If within six (6) months 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 action, then Licensee shall have the right, but shall not be obligated, to prosecute at its own expense any infringement of the Licensed Patents. No settlement, consent 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, which consent shall not be unreasonably withheld 8.4 In the event that UFRF shall undertake the enforcement by litigation and/or defense of the Licensed Patents by litigation, 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 the suit, and next toward reimbursement of Licensee for its reasonable unreimbursed expenses and legal fees. The balance, if any, remaining shall be allocated so that UFRF receives [***] 15% of such remainder and Licensee receives [***]85%; 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 [***] based upon such [***]. Net Sales [***] 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. and paying UFRF royalties on such balance at the rate of either seven percent (7%) (if the Licensed Products or Licensed Processes that are the subject of such enforcement action are comprised solely of software) or at the rate of one percent (1%)] (if the Licensed Products or Licensed Processes that are the subject of such enforcement action are not comprised solely of software) yields a greater recovery for UFRF then UFRF may elect to receive payment based upon such “Net Sales” calculation. 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 so that Licensee receives [***] an amount equal to its lost profits or a reasonable royalty on the [***] sales of the infringer (whichever measure of [***] damages shall have applied by the litigants or a court or arbitrator (if any)), and UFRF receives an amount equal to the [***] royalties due UFRF based on such sales (if the [***]litigants or the court or arbitrator applies a sales of the infringer measure of damages) or a [***] reasonable approximation of the [***] royalties that Licensee would have owed to UFRF on sales of Licensed Products that Licensee lost to the infringer (if the [***]litigants or court or arbitrator applies a lost profits measure of damages). The balance, if any, remaining shall be allocated so that Licensee receives [***] 85% of such remainder and UFRF receives [***] 15% ; provided that in the event that deeming the amount of such balance as [***] Net Sales and paying UFRF royalties on such balance at the rate of either [***] seven percent (7%) (if the [***]Licensed Products or Licensed Processes that are the subject of [***]such enforcement action are comprised solely of software) or at the rate of [***] one percent (1%) (if the [***] Licensed Products or Licensed Processes that are the subject of such enforcement action are not comprised solely of software) yields a greater recovery for UFRF then UFRF may elect to [***] receive payment based upon such [***]“Net Sales” calculation.

Patent Enforcement. Section 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 ten (10) business days of it becoming aware of any alleged infringement of the Licensed Patents by a third partyAs between DURECT and BioPartners, along with any available evidence thereof. 8.2 During the term of this Agreement, UFRF DURECT shall have the first right, but shall not be obligatedthe duty, to prosecute at its own expense using outside counsel reasonably acceptable to Licensee institute infringement actions against Third Parties based on any such infringements of DURECT Patent Rights or DURECT Technology in the Licensed Patents. UFRF shall inform Licensee of its decision to exercise its right to enforce or defend Licensed Patents within sixty (60) days following UFRF’s becoming aware of, or receiving notice of, the alleged infringementTerritory. If UFRF DURECT does not exercise its option to enforce institute an infringement proceeding against an offending Third Party based on DURECT’s Patent Rights or defend any Licensed Patents, then Licensee shall have DURECT Technology in the right and option to pursue Field in 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. 8.3 If Territory within six (6) [* * *] months 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 actionreceipt of written notice from BioPartners, then Licensee BioPartners shall have the right, but shall not be obligatedthe duty, to prosecute institute such an action, provided, however, that notwithstanding the foregoing, if DURECT notifies BioPartners during such four-month period that it disputes in good faith whether such Third Party is infringing DURECT Patent Rights or DURECT Technology 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 infringing the DURECT Technology and DURECT Patents in the Field in the Territory, then BioPartners may, at its own expense any infringement 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 infringing the DURECT Technology and DURECT Patents in the Field in the Territory, then BioPartners may not initiate an action against such Third Party. The Party against whom the opinion is rendered shall bear all costs associated with the use of the Licensed Patentspatent counsel. No settlement, consent judgment or other voluntary final disposition The costs and expenses of any infringement suit that is the subject action (including fees of attorneys and other professionals) brought against a Third Party under this Section 8 may be entered into without the consent of both parties, which consent shall not be unreasonably withheld 8.4 In the event that UFRF shall undertake the enforcement by litigation and/or defense of the Licensed Patents by litigation, any recovery of damages by UFRF for any such suit 12.3 shall be applied first in satisfaction of any reasonable unreimbursed expenses and legal fees of UFRF relating to borne by the suitParty instituting the action, and next toward reimbursement of Licensee for its reasonable unreimbursed expenses and legal fees. The balanceor, if anythe Parties elect to cooperate in instituting and maintaining such action, remaining such costs and expenses shall be allocated so that UFRF receives [***] 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 remainder and Licensee receives [***]; provided that in the event that deeming the amount an infringement action (whether by way of such balance as [***] at the rate of either [***] (if the [***] that are the subject of [***]) settlement or at the rate of [***] (if the [***] that are the subject of [***] may elect otherwise), shall be paid to [***] based upon such [***]. [***] 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. 8.5 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 so that Licensee receives [***] on the [***] (whichever measure of [***] (if any)), and UFRF receives an amount equal to the [***] based on such sales (if the [***]) or a [***] of the [***] (if the [***]). The balance, if any, remaining shall be allocated so that Licensee receives [***] of such remainder and UFRF receives [***] ; 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. Section 8 of Alibaba will have the Agreement is hereby amended to read in full as follows: 8.1 Either party shall inform sole control and discretion over the other party in writing within ten (10) business days of it becoming aware enforcement or defense of any alleged infringement of Alipay-Related Patent and New FIG Business-Related Patent. In the Licensed Patents event that Purchaser or its designated Subsidiary reasonably believes that any Alipay-Exclusive Patent or New FIG Business-Exclusive Patent is being infringed by a third partyPerson, along Purchaser or its designated Subsidiary shall promptly notify Alibaba in writing, or in the event that a declaratory judgment action is brought against Purchaser or any of its Subsidiaries with any available evidence thereofrespect to an Alipay-Exclusive Patent or New FIG Business-Exclusive Patent (or a reexamination request or post-grant challenge is filed against an Alipay-Exclusive Patent or New FIG Business-Exclusive Patent), it shall promptly notify Alibaba in writing. 8.2 During (a) As between the term of this AgreementParties hereto, UFRF Alibaba shall have the initial right (but not the obligation) to control the enforcement of the Alipay-Exclusive Patents and New FIG Business-Exclusive Patents, or defend any declaratory judgment action against Purchaser or any of its Subsidiaries (or reexamination request or post-grant challenge) with respect thereto (each, for purposes of this Section 6.2, an “Enforcement Action”). All recoveries obtained by Alibaba from an Enforcement Action pursuant to this Section 6.2(a) will be first rightused to reimburse Alibaba for its out-of-pocket litigation expenses (including but not limited to any attorneys’ fees and court costs) in connection with the Enforcement Action and one hundred percent (100%) of any remaining recoveries will go to Purchaser or its designated Subsidiary. For clarity, any such recoveries shall be included in the consolidated pre-tax income of the Purchaser Group for the applicable fiscal year in which they are accrued, and shall be taken into consideration in the calculation of the Alipay Royalty and New FIG Royalty pursuant to Article V. At the request of Purchaser or its designated Subsidiary, Alibaba shall keep Purchaser or its designated Subsidiary reasonably informed of the progress of any such Enforcement Action brought or defended by Alibaba pursuant to this Section 6.2(a). (b) In the event that Alibaba does not initiate an Enforcement Action to enforce the Alipay-Exclusive Patents or New FIG Business-Exclusive Patents against a commercially significant infringement by a third Person in the field of the FIG Holdco Business (“Qualifying Infringement”), within ninety (90) days after a formal, written request by Purchaser or its designated Subsidiary to initiate such Enforcement Action, Alipay or its designated Subsidiary (in the case of an Alipay-Exclusive Patent) or Purchaser or its designated Subsidiary (in the case of a New FIG Business-Exclusive Patent) may initiate an Enforcement Action against such infringement. In the event that Alibaba does not promptly undertake, at Alibaba’s expense, the defense of a declaratory judgment action against Purchaser or any of its Subsidiaries (or a reexamination request or post-grant challenge) with respect to any of the Alipay Exclusive Patents or New FIG Business-Exclusive Patents, Alipay or its designated Subsidiary (in the case of an Alipay-Exclusive Patent) or Purchaser or its designated Subsidiary (in the case of a New FIG Business-Exclusive Patent) shall have the right to do so at its own expense. Alipay or its designated Subsidiary or Purchaser or its designated Subsidiary, as applicable, must consult with Alibaba prior to initiating any Enforcement Action or defending any declaratory judgment action (or reexamination) pursuant to this Section 6.2(b) with respect to an Alipay-Exclusive Patent or New FIG Business-Exclusive Patent, and shall not assert any Alipay-Exclusive Patent or New FIG Business-Exclusive Patent against any third Person if, in the written opinion of outside patent counsel mutually agreed to by the Parties, it is more likely than not that such third Person is not infringing the Alipay Exclusive Patent or New FIG Business-Exclusive Patent in the field of the FIG Holdco Business. Alibaba shall have the right (but not the obligation) to cooperate, at Alipay’s or its designated Subsidiary’s expense or Purchaser’s or its designated Subsidiary’s expense, in any Enforcement Action initiated or defended by Alipay or its designated Subsidiary or Purchaser or its designated Subsidiary under this Section 6.2(b) (including joining such Enforcement Action as a party plaintiff if necessary or desirable for initiation or continuation of such Enforcement Action) and shall have the right (but not the obligation) to participate and be represented in any such Enforcement Action with counsel of its choice at Alibaba’s own expense. In any event, Alipay or its designated Subsidiary or Purchaser or its designated Subsidiary shall keep Alibaba reasonably informed of the progress of any such Enforcement Action initiated or defended by Alipay or its designated Subsidiary or Purchaser or its designated Subsidiary pursuant to this Section 6.2(b) and, upon Alibaba’s request, shall seek Alibaba’s input on any substantive submissions or positions it takes in the litigation regarding the scope, validity and enforceability of the Alipay-Exclusive Patents and New FIG Business-Exclusive Patents. Alipay or its designed Subsidiary or Purchaser or its designated Subsidiary, as applicable, shall have the right to enter into an agreement in settlement of any Enforcement Action brought or defended pursuant to this Section 6.2(b), including the grant of a license within the field of the Alipay Business (in the case of an Alipay-Exclusive Patent) or New FIG Business (in the case of a New FIG Business-Exclusive Patent), but shall not be obligatedenter into any settlement agreement which would impose any obligation or cost on, or otherwise adversely affect, Alibaba or any of its Subsidiaries (for clarity, for purposes or the foregoing, the Parties acknowledge that a non-exclusive license consistent with this Amended IPLA that is granted to prosecute at its own expense using outside counsel reasonably acceptable to Licensee the defendant in any such infringements Enforcement Action shall not be regarded as adversely affecting Alibaba or its Subsidiaries), or make any admission relating to the validity or enforceability of any Alipay-Exclusive Patents or New FIG Business-Exclusive Patents, without the prior written consent of Alibaba, such consent not to be unreasonably withheld or delayed. All recoveries obtained by Purchaser or its designated Subsidiary from an Enforcement Action pursuant to this Section 6.2(b) will be first used to reimburse Alibaba for its out-of-pocket litigation-related expenses (including reasonable attorneys’ fees and court costs) in connection with the Enforcement Action and any remaining recoveries will be retained one hundred percent (100%) by Purchaser and/or its Subsidiaries (as designated by Purchaser) and included in the consolidated pre-tax income of the Licensed Purchaser Group in the fiscal year in which such recoveries are accrued. (c) Notwithstanding anything set forth in Section 6.2(b), Alibaba may, in its sole discretion, refuse to cooperate with Alipay or its designated Subsidiary or Purchaser or its designated Subsidiary in connection with, or otherwise participate in, any Enforcement Action (“Right of Refusal”), and Alipay or its designated Subsidiary or Purchaser or its designated Subsidiary shall not seek to join Alibaba or any Alibaba Subsidiary as a party in any Enforcement Action. In the event Alibaba exercises its Right of Refusal with respect to any Alipay-Exclusive Patents or New FIG Business-Exclusive Patents. UFRF shall inform Licensee , then, upon Alipay’s or its designated Subsidiary’s or Purchaser’s or its designated Subsidiary’s written request, Alibaba agrees to cooperate with Alipay or designated Subsidiary or Purchaser or its designated Subsidiary to determine if the assignment of any Alipay-Exclusive Patent or New FIG Business-Exclusive Patent to Alipay or its decision designated Subsidiary, or to exercise Purchaser or its designated Subsidiary, as applicable, or waiver of Alibaba’s right to enforce the subject Alipay-Exclusive Patent or New FIG Business-Exclusive Patent would be necessary for the purposes of Alipay or its designated Subsidiary or Purchaser or its designated Subsidiary to pursue or defend Licensed Patents within sixty (60) days following UFRF’s becoming aware ofthe applicable Enforcement Action. If Alibaba and Alipay or its designated Subsidiary , or receiving notice ofPurchaser or its designated Subsidiary , determine that such an assignment of any Alipay-Exclusive Patent(s) or New FIG Business-Exclusive Patent(s), as applicable, or waiver of Alibaba’s rights is necessary, then Alibaba will elect, in its sole discretion and subject to the alleged infringement. If UFRF does not exercise its unanimous approval of the Alibaba Independent Committee as to which option to elect: (i) to join in the applicable Enforcement Action, (ii) file appropriate papers with the applicable court confirming that it waives its rights to enforce the applicable Alipay-Exclusive Patent or defend any Licensed PatentsNew FIG Business-Exclusive Patent and agrees that Alipay or its designated Subsidiary or Purchaser or its designated Subsidiary may enforce such Alipay-Exclusive Patent or New FIG Business-Exclusive Patent, then Licensee shall have as applicable, or (iii) to assign to Alipay or its designated Subsidiary, or to Purchaser or its designated Subsidiary, as applicable, at Alibaba’s sole cost and expense and subject to Section 2.7(a), Alibaba’s entire right, title and interest in and to such Alipay-Exclusive Patent(s) or New FIG Business-Exclusive Patent(s), together with 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 recover 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 damages for costs that may be made against such other party in such proceedings. 8.3 If within six (6) months 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 action, then Licensee shall have the right, but shall not be obligated, to prosecute at its own expense any past infringement of the Licensed Patentssuch Alipay-Exclusive Patent(s) or New FIG Business-Exclusive Patent(s). No settlementFor clarity, consent judgment any Alipay-Exclusive Patent or other voluntary final disposition of any infringement suit that is the subject of New FIG Business-Exclusive Patent assigned to Alipay or its designated Subsidiary, or to Purchaser or its designated Subsidiary, pursuant to this Section 8 may be entered into without the consent of both parties, which consent shall not be unreasonably withheld 8.4 In the event that UFRF shall undertake the enforcement by litigation and/or defense of the Licensed Patents by litigation, any recovery of damages by UFRF for any such suit shall be applied first in satisfaction of any reasonable unreimbursed expenses 6.2(c) will constitute Alipay-Retained IP licensed to Alibaba and legal fees of UFRF relating its Subsidiaries pursuant to the suit, and next toward reimbursement of Licensee for its reasonable unreimbursed expenses and legal fees. The balance, if any, remaining shall be allocated so that UFRF receives [***] of such remainder and Licensee receives [***]; 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 [***] based upon such [***]. [***] 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 portionsSection 2.7(a). 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 so that Licensee receives [***] on the [***] (whichever measure of [***] (if any)), and UFRF receives an amount equal to the [***] based on such sales (if the [***]) or a [***] of the [***] (if the [***]). The balance, if any, remaining shall be allocated so that Licensee receives [***] of such remainder and UFRF receives [***] ; 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. Section 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 ten (10) business days of it becoming aware of any alleged infringement of the Licensed Patents by a third partyAs between DURECT and PTI, along with any available evidence thereof. 8.2 During the term of this Agreement, UFRF DURECT shall have the first right, but shall not be obligatedthe duty, to prosecute at its own expense using outside counsel reasonably acceptable to Licensee institute infringement actions against Third Parties based on any such infringements of DURECT Patent Rights or DURECT Technology in the Licensed Patents. UFRF shall inform Licensee of its decision to exercise its right to enforce or defend Licensed Patents within sixty (60) days following UFRF’s becoming aware of, or receiving notice of, the alleged infringementTerritory. If UFRF DURECT does not exercise its option to enforce institute an infringement proceeding against an offending Third Party based on DURECT’s Patent Rights 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 DURECT Technology relating to the other party. The party prosecuting manufacture, use or sale of any such action shall indemnify products incorporating any Opioid Drug intended for the other party against any order for costs that may be made against such other party oral route comprising a Controlled Release Carrier in such proceedings. 8.3 If the Field in the Territory within six (6) [* * *] months 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 actionreceipt of written notice from PTI, then Licensee PTI shall have the right, but shall not be obligatedthe duty, to prosecute 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 own expense any infringement 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 Licensed Patentspatent counsel in rendering such opinion. No settlement, consent judgment or other voluntary final disposition The costs and expenses of any infringement suit that is the subject action (including fees of attorneys and other professionals) brought against a Third Party under this Section 8 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 entered into without appropriate to allow the consent other Party to institute and prosecute such infringement actions. Any award paid by Third Parties as a result of both partiessuch an infringement action (whether by way of settlement or otherwise), which consent shall not be unreasonably withheld 8.4 In used first to reimburse the event that UFRF shall undertake Party(ies) initiating and maintaining such action for the enforcement by litigation and/or defense costs and expenses (including attorneys’ and professional fees) incurred in connection with such action, and the remainder of the Licensed Patents by litigation, 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 the suitextent 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 next toward reimbursement of Licensee for its reasonable unreimbursed expenses and legal fees. The balanceany remainder (i.e., that remaining portion, if any, remaining 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 allocated so that UFRF receives [***] of such remainder and Licensee receives [***]; 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 paid to [***] based upon such [***]. [***] 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 portionsDURECT. 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 so that Licensee receives [***] on the [***] (whichever measure of [***] (if any)), and UFRF receives an amount equal to the [***] based on such sales (if the [***]) or a [***] of the [***] (if the [***]). The balance, if any, remaining shall be allocated so that Licensee receives [***] of such remainder and UFRF receives [***] ; 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 [***].