Common use of Patent Infringement Clause in Contracts

Patent Infringement. 9.1 If either Party learns of the infringement of a Prospective Patent, in any jurisdiction within the Territory, it shall so inform the other Party in writing, including any evidence of such infringement. University may not notify a third party of the infringement of a Prospective Patent, save for its legal advisers, without first obtaining written consent of Licensee, which consent shall not be unreasonably denied or delayed. Both Parties shall use their reasonable commercial efforts in cooperation with each other to terminate such infringement. 9.2 Licensee shall have the sole right, but not the obligation, to institute, prosecute and control any action, suit or proceeding to enforce the Prospective Patent with respect to infringement of the Prospective Patent and to defend any declaratory judgment with respect thereto, in each case within the Territory (“Action”). University hereby agrees to assist and cooperate with Licensee, at Licensee’s expense (including payment for University’s expert’s time, and other expenses so long as such expenses are properly documented), to enable Licensee to prosecute and maintain such Action. University’s agreement to assist Licensee includes, at Licensee’s reasonable request and when it is required by law, government regulation or court order, University’s agreement to join or to procure its Affiliates to join as a nominal party to achieve sufficient legal standing for Licensee to prosecute and maintain such Action provided that, if University participates in the Action only as a nominal party, University shall have no responsibility (other than to join as a nominal party) nor be liable for any costs or expenses in relation to or arising from such Action. For clarity, such liabilities for costs or expenses shall be the responsibility of Licensee. If Licensee invites University or its Affiliates to take a more active role (other than as a nominal party) in an Action as a co-party, University shall have its sole discretion to decide joining or not and on terms to be agreed with Licensee on a case by case basis. Licensee shall have the right to settle any Action or consent to an adverse judgment thereto, in its sole discretion, except that Licensee may not settle such action by agreeing to the invalidation of a Prospective Patent or any claim therein without University’s prior written consent. Any recovery obtained as a result of an Action, whether by judgment, award, decree or settlement, shall first be applied to reimbursement of Licensee’s expenses in bringing such suit or proceeding (including any attorneys, expert and court fees), and the balance shall be considered to be Net Sales Value, and subject to the royalty payments at [***]% as set forth in Clause 5, and the remaining balance shall be recovered by Licensee as damages. 9.3 Subject to Clause 9.2, if University commences or defends any suit or proceedings on its own account, University shall do so at its own expense. University shall have the right to settle any such action or consent to an adverse judgment thereto, in its sole discretion, except that University may not settle such action that may impair, damage or otherwise adversely affect the licence granted to Licensee under Clause 2.1, Licensee’s use of such licence, any Licensed Product, or any of Licensee’s rights/obligations hereunder, without Licensee’s prior written consent, which consent may not be unreasonably withheld or delayed. Any recovery obtained as a result of such action, whether by judgment, award, decree, or settlement, shall first be applied to reimbursement of University’s expenses in bringing such suit or proceeding (including expert, attorneys and court fees), and the balance shall be distributed between University and Licensee at a ratio of 65:35 in all cases which do not result in a sub-licence to a third party. If a suit or proceedings result in a sub-licence to a third party, then any recovery, whether by judgment, award, decree, or settlement, shall first be applied to reimbursement of University’s expenses in bringing such suit or proceeding (including expert, attorneys and court fees), and the balance to be paid to Licensee, provided that such balance shall be shared between University and Licensee according to the provisions in Clause 5.3 herein.

Patent Infringement. 9.1 If either Party 18.1 In the event that LICENSEE learns of the substantial infringement of a Prospective Patentany REGENTS' PATENT RIGHTS under this AGREEMENT, in any jurisdiction within the Territory, it shall so inform the other Party in writing, including any LICENSEE will promptly provide REGENTS with notice and reasonable evidence of such infringementinfringement (“Infringement Notice”). University may not During the period and in a jurisdiction where LICENSEE has exclusive rights under this AGREEMENT, neither party will notify a third party party, including the infringer, of the infringement of a Prospective Patent, save for its legal advisers, without first obtaining written consent of Licenseethe other party, which consent shall will not be unreasonably denied or delayedwithheld. Both Parties shall parties will use their reasonable commercial efforts diligent efforts, in cooperation with each other other, to terminate such infringementinfringement without litigation. 9.2 Licensee shall have 18.2 If the sole rightinfringing activity of potential commercial significance has not been abated within ninety (90) days following the effective date of the Infringement Notice, LICENSEE may institute suit for patent infringement against the infringer. REGENTS may voluntarily join such suit at its own expense, but may not thereafter commence suit against the obligation, to institute, prosecute and control any action, infringer for the acts of infringement that are the subject of LICENSEE’s suit or proceeding to enforce the Prospective Patent with respect to infringement of the Prospective Patent and to defend any declaratory judgment with respect thereto, rendered in each case within the Territory (“Action”)that suit. University hereby agrees to assist and cooperate with Licensee, at Licensee’s expense (including payment for University’s expert’s time, and other expenses so long as such expenses are properly documented), to enable Licensee to prosecute and maintain such Action. University’s agreement to assist Licensee includes, at Licensee’s reasonable request and when it is required by law, government regulation or court order, University’s agreement to join or to procure its Affiliates to join as a nominal party to achieve sufficient legal standing for Licensee to prosecute and maintain such Action provided that, if University participates in the Action only as a nominal party, University shall have no responsibility (other than to join as a nominal party) nor be liable for any costs or expenses in relation to or arising from such Action. For clarity, such liabilities for costs or expenses shall be the responsibility of Licensee. If Licensee invites University or its Affiliates to take a more active role (other than as a nominal party) in an Action as a co-party, University shall have its sole discretion to decide joining or not and on terms to be agreed with Licensee on a case by case basis. Licensee shall have the right to settle any Action or consent to an adverse judgment thereto, in its sole discretion, except that Licensee LICENSEE may not settle such action join REGENTS in a suit initiated by agreeing to the invalidation of a Prospective Patent or any claim therein LICENSEE without University’s REGENTS’ prior written consent. Any recovery obtained as If, in a result suit initiated by LICENSEE, REGENTS is involuntarily joined other than by LICENSEE, LICENSEE will pay any costs incurred by REGENTS arising out of an Actionsuch suit, whether by judgmentincluding but not limited to, awardany legal fees of counsel that REGENTS selects and retains to represent it in the suit. If, decree or settlementwithin one hundred and twenty (120) days following the effective date of the Infringement Notice, shall first be applied to reimbursement the infringing activity of Licensee’s expenses in bringing potential commercial significance has not been abated and if LICENSEE has not brought suit against the infringer, REGENTS may institute suit for patent infringement against the infringer. If REGENTS institutes such suit, LICENSEE may not join such suit without REGENTS’ consent and may not thereafter commence suit against the infringer for the acts of infringement that are the subject of REGENTS’ suit or proceeding (including any attorneysjudgment rendered in that suit. 18.3 Such legal action as is decided upon will be at the expense of the party on account of whom suit is brought and all recoveries recovered thereby will belong to such party, expert provided that legal action brought jointly by REGENTS and court LICENSEE and participated in by both, will be at the joint expense of the parties and all recoveries will be allocated in the following order: a) to each party reimbursement in equal amounts of the attorney's costs, fees), and other related expenses to the balance shall be considered to be Net Sales Valueextent each party paid for such costs, fees, and subject expenses until all such costs, fees, and expenses are consumed for each party; and b) any remaining amount shared jointly by them in proportion to the royalty payments at [***]% as set forth share of expenses paid by each party, but in Clause 5, and the no event will REGENTS’ share be less than ten percent (10%) of such remaining balance shall be recovered by Licensee as damagesamount if REGENTS is a party. 9.3 Subject to Clause 9.2, if University commences or defends any 18.4 Each party will cooperate with the other in litigation instituted hereunder but at the expense of the party on account of whom suit or proceedings on its own account, University shall do so at its own expenseis brought. University shall have Such litigation will be controlled by the right to settle any such action or consent to an adverse judgment thereto, in its sole discretionparty bringing the action, except that University REGENTS may not settle such action that may impair, damage be represented by counsel of its choice in any suit brought by LICENSE. 18.5 Any AGREEMENT made by LICENSEE for the purposes of settling litigation or otherwise adversely affect other dispute shall comply with the licence granted to Licensee under Clause 2.1, Licensee’s use requirements of such licence, any Licensed Product, or any Article 4 (Sublicenses) of Licensee’s rights/obligations hereunder, without Licensee’s prior written consent, which consent may not be unreasonably withheld or delayed. Any recovery obtained as a result of such action, whether by judgment, award, decree, or settlement, shall first be applied to reimbursement of University’s expenses in bringing such suit or proceeding (including expert, attorneys and court fees), and the balance shall be distributed between University and Licensee at a ratio of 65:35 in all cases which do not result in a sub-licence to a third party. If a suit or proceedings result in a sub-licence to a third party, then any recovery, whether by judgment, award, decree, or settlement, shall first be applied to reimbursement of University’s expenses in bringing such suit or proceeding (including expert, attorneys and court fees), and the balance to be paid to Licensee, provided that such balance shall be shared between University and Licensee according to the provisions in Clause 5.3 hereinthis AGREEMENT.

Patent Infringement. 9.1 (a) If either Party LICENSEE learns of the any substantial infringement of a Prospective PatentPatent Rights, in any jurisdiction within the Territory, it LICENSEE shall so inform the other Party in writing, including any UNIVERSITY and provide UNIVERSITY with reasonable evidence of such the infringement. University may not Neither party shall notify a third party of the infringement of a Prospective Patent, save for its legal advisers, Patent Rights without first obtaining written the consent of Licensee, which consent shall not be unreasonably denied or delayedthe other party. Both Parties parties shall use their reasonable commercial efforts in and cooperation with each other to terminate such infringementinfringement without litigation. 9.2 Licensee shall have (b) LICENSEE may request UNIVERSITY to take legal action against such third party for the sole right, but not the obligation, to institute, prosecute and control any action, suit or proceeding to enforce the Prospective Patent with respect to infringement of Patent Rights. Such request shall be made in writing and shall include reasonable evidence of such infringement and damages to LICENSEE. If the Prospective Patent and to defend any declaratory judgment with respect theretoinfringing activity has not abated ninety (90) days following LICENSEE’s request, in each case within the Territory (“Action”). University hereby agrees to assist and cooperate with Licensee, at Licensee’s expense (including payment for University’s expert’s time, and other expenses so long as such expenses are properly documented), to enable Licensee to prosecute and maintain such Action. University’s agreement to assist Licensee includes, at Licensee’s reasonable request and when it is required by law, government regulation or court order, University’s agreement to join or to procure its Affiliates to join as a nominal party to achieve sufficient legal standing for Licensee to prosecute and maintain such Action provided that, if University participates in the Action only as a nominal party, University UNIVERSITY shall have no responsibility (other than to join as a nominal party) nor be liable for any costs or expenses in relation elect to or arising from such Action. For clarity, such liabilities for costs or expenses shall be the responsibility of Licensee. If Licensee invites University or its Affiliates not to take a more active role (other than as a nominal party) in an Action as a co-party, University shall have its sole discretion to decide joining or not and on terms to be agreed with Licensee on a case by case basis. Licensee shall have the right to settle any Action or consent to an adverse judgment thereto, in its sole discretion, except that Licensee may not settle such action by agreeing to the invalidation of a Prospective Patent or any claim therein without University’s prior written consent. Any recovery obtained as a result of an Action, whether by judgment, award, decree or settlement, shall first be applied to reimbursement of Licensee’s expenses in bringing such commence suit or proceeding (including any attorneys, expert and court fees), and the balance shall be considered to be Net Sales Value, and subject to the royalty payments at [***]% as set forth in Clause 5, and the remaining balance shall be recovered by Licensee as damages. 9.3 Subject to Clause 9.2, if University commences or defends any suit or proceedings on its own account, University . UNIVERSITY shall do so give notice of its election in writing to LICENSEE by the end of the one-hundredth (100th) day after receiving notice of such request from LICENSEE. LICENSEE may thereafter bring suit for patent infringement in its own name (and in the name of UNIVERSITY if necessary) and at its own expense, if and only if UNIVERSITY elects not to commence suit and the infringement occurred in a jurisdiction where LICENSEE has an exclusive license under this Agreement. University If LICENSEE elects to bring suit, UNIVERSITY may join that suit at its own expense. (c) Recoveries from actions brought pursuant to Paragraph 5.2(b) shall belong to the party bringing suit except that in the event that LICENSEE brings suit for infringement of Patent Rights and an acceptable settlement is entered into or monetary damages are awarded in a final non-appealable judgment, UNIVERSITY shall be reimbursed for any amount which would have been due to UNIVERSITY under this Agreement if the right products sold by the infringer actually had been sold by LICENSEE. Legal actions brought jointly by UNIVERSITY and LICENSEE and fully participated in by both shall be at the joint expense of the parties and all recoveries shall be shared jointly by them in proportion to settle any such action or consent to an adverse judgment thereto, the share of expense paid by each party. (d) Each party shall cooperate with the other in its sole discretionlitigation proceedings at the expense of the party bringing suit. Litigation shall be controlled by the party bringing the suit, except that University UNIVERSITY may not settle such action that may impair, damage or otherwise adversely affect the licence granted to Licensee under Clause 2.1, Licensee’s use of such licence, any Licensed Product, or any of Licensee’s rights/obligations hereunder, without Licensee’s prior written consent, which consent may not be unreasonably withheld or delayed. Any recovery obtained as a result of such action, whether by judgment, award, decree, or settlement, shall first be applied to reimbursement of University’s expenses in bringing such suit or proceeding (including expert, attorneys and court fees), and the balance shall be distributed between University and Licensee at a ratio of 65:35 in all cases which do not result in a sub-licence to a third party. If a suit or proceedings result in a sub-licence to a third party, then any recovery, whether by judgment, award, decree, or settlement, shall first be applied to reimbursement of University’s expenses in bringing such suit or proceeding (including expert, attorneys and court fees), and the balance choose to be paid to Licensee, provided that such balance shall be shared between University and Licensee according to the provisions represented by counsel of its choice (at its expense) in Clause 5.3 hereinany suit brought by LICENSEE.

Patent Infringement. 9.1 (a) If either Party LICENSEE learns of the any substantial infringement of a Prospective PatentPatent Rights, in any jurisdiction within the Territory, it LICENSEE shall so inform the other Party in writing, including any UNIVERSITY and provide UNIVERSITY with reasonable available evidence of such infringement. University may not Neither Party shall notify a third party of the infringement of a Prospective Patent, save for its legal advisers, Patent Rights without first obtaining written the consent of Licenseethe other Party, which consent shall not be unreasonably denied or delayedwithheld. Both Parties parties shall use their reasonable commercial efforts in and cooperation with each other to terminate such infringementinfringement without litigation. 9.2 Licensee shall have (b) LICENSEE may request UNIVERSITY to take legal action against such third party for the sole right, but not the obligation, to institute, prosecute and control any action, suit or proceeding to enforce the Prospective Patent with respect to infringement of the Prospective Patent and to defend any declaratory judgment with respect thereto, in each case within the Territory (“Action”)Rights. University hereby agrees to assist and cooperate with Licensee, at Licensee’s expense (including payment for University’s expert’s time, and other expenses so long as such expenses are properly documented), to enable Licensee to prosecute and maintain such Action. University’s agreement to assist Licensee includes, at Licensee’s reasonable Such request and when it is required by law, government regulation or court order, University’s agreement to join or to procure its Affiliates to join as a nominal party to achieve sufficient legal standing for Licensee to prosecute and maintain such Action provided that, if University participates in the Action only as a nominal party, University shall have no responsibility (other than to join as a nominal party) nor be liable for any costs or expenses in relation to or arising from such Action. For clarity, such liabilities for costs or expenses shall be the responsibility of Licensee. If Licensee invites University or its Affiliates to take a more active role (other than as a nominal party) made in an Action as a co-party, University writing and shall have its sole discretion to decide joining or not and on terms to be agreed with Licensee on a case by case basis. Licensee shall have the right to settle any Action or consent to an adverse judgment thereto, in its sole discretion, except that Licensee may not settle such action by agreeing to the invalidation of a Prospective Patent or any claim therein without University’s prior written consent. Any recovery obtained as a result of an Action, whether by judgment, award, decree or settlement, shall first be applied to reimbursement of Licensee’s expenses in bringing such suit or proceeding (including any attorneys, expert and court fees), and the balance shall be considered to be Net Sales Value, and subject to the royalty payments at include [***]% as set forth in Clause 5. If the infringing activity has not abated [***] following LICENSEE’S request, and the remaining balance UNIVERSITY shall be recovered by Licensee as damages. 9.3 Subject elect to Clause 9.2, if University commences or defends any not to commence suit or proceedings on its own account. UNIVERSITY shall give notice of its election in writing to LICENSEE by [***] after receiving notice of such request from LICENSEE. LICENSEE may thereafter bring suit for patent infringement at its own expense, if and only if UNIVERSITY elects not to commence suit and the infringement occurred in a jurisdiction where LICENSEE has an exclusive license under this Agreement. University shall do so give all necessary powers for instituting infringement proceedings. If LICENSEE elects to bring suit, UNIVERSITY may join that suit at its own expense. University If however UNIVERSITY joins such suit on demand of LICENSEE because it is legally necessary, [***]. (c) Recoveries from actions brought pursuant to Paragraph 5.2(b) shall belong to the Party bringing suit except that in the event that LICENSEE brings suit for infringement of Patent Rights and an acceptable settlement is entered into or monetary damages are awarded in a final non-appealable judgment, UNIVERSITY shall be reimbursed for any amount which would have been due to UNIVERSITY under this Agreement if the right products sold by the infringer actually had been sold by LICENSEE. Legal actions brought jointly by UNIVERSITY and LICENSEE and fully participated in by both shall be at the joint expense of the parties and all recoveries shall be shared jointly by them in proportion to settle any such action or consent to an adverse judgment thereto, the share of expense paid by each party. (d) Each party shall cooperate with the other in its sole discretionlitigation proceedings at the expense of the party bringing suit. Litigation shall be controlled by the party bringing the suit, except that University UNIVERSITY may not settle such action that may impair, damage or otherwise adversely affect be represented by counsel of its choice in any suit brought by LICENSEE. [***] Certain information in this document has been omitted and filed separately with the licence granted to Licensee under Clause 2.1, Licensee’s use of such licence, any Licensed Product, or any of Licensee’s rights/obligations hereunder, without Licensee’s prior written consent, which consent may not be unreasonably withheld or delayedSecurities and Exchange Commission. Any recovery obtained as a result of such action, whether by judgment, award, decree, or settlement, shall first be applied to reimbursement of University’s expenses in bringing such suit or proceeding (including expert, attorneys and court fees), and the balance shall be distributed between University and Licensee at a ratio of 65:35 in all cases which do not result in a sub-licence to a third party. If a suit or proceedings result in a sub-licence to a third party, then any recovery, whether by judgment, award, decree, or settlement, shall first be applied to reimbursement of University’s expenses in bringing such suit or proceeding (including expert, attorneys and court fees), and the balance to be paid to Licensee, provided that such balance shall be shared between University and Licensee according Confidential treatment has been requested with respect to the provisions in Clause 5.3 hereinomitted portions.

Patent Infringement. 9.1 If either Party 6.1 In the event that AMT learns of the infringement of any Licensed Patent Rights by the manufacture, use or sale of a Prospective Patentproduct in the Field, in any jurisdiction within the Territory, it AMT shall so inform the other Party TGC in writing, including any writing and shall provide TGC with reasonable evidence of such infringement. University may not notify a third party of the infringement of a Prospective Patent, save for its legal advisers, without first obtaining written consent of Licensee, which consent shall not be unreasonably denied or delayed. Both Parties shall use their reasonable commercial efforts in cooperation with each other to terminate such infringement. 9.2 Licensee 6.2 As between the parties, TGC shall have the sole right, first right but not the obligation, obligation to institute, prosecute and control any action, suit or proceeding to enforce the Prospective Patent with respect to such infringement of the Prospective Licensed Patent Rights. In the event such infringement relates specifically to the manufacture, use or sale of a product in the Field, AMT shall have the right but not the obligation to participate in such infringement litigation and be represented by counsel of its choice at its own expense. In the event TGC notifies AMT that it will not bring such action as it relates specifically to defend any declaratory judgment with respect theretothe manufacture, use or sale of a product in each case within the Territory (“Action”). University hereby agrees to assist and cooperate with LicenseeField, AMT at Licensee’s expense (including payment for University’s expert’s time, and other expenses so long as such expenses are properly documented), to enable Licensee to prosecute and maintain such Action. University’s agreement to assist Licensee includes, at Licensee’s reasonable request and when it is required by law, government regulation or court order, University’s agreement to join or to procure its Affiliates to join as a nominal party to achieve sufficient legal standing for Licensee to prosecute and maintain such Action provided that, if University participates in the Action only as a nominal party, University shall have no responsibility (other than to join as a nominal party) nor be liable for any costs or expenses in relation to or arising from such Action. For clarity, such liabilities for costs or expenses shall be the responsibility of Licensee. If Licensee invites University or its Affiliates to take a more active role (other than as a nominal party) in an Action as a co-party, University shall have its sole discretion to decide joining or not and on terms to be agreed with Licensee on a case by case basis. Licensee own expense shall have the right to settle any Action or consent to an adverse judgment thereto, in its sole discretion, except that Licensee may not settle bring such action and shall cause TGC to be joined in such action in jurisdictions where it is necessary for TGC to be named in order for AMT to have standing in such infringement litigations; provided, however, that AMT shall allow TGC to participate and be represented by agreeing counsel of its own choice at AMT’s sole expense. AMT shall not nor shall AMT cause TGC to settle or compromise any such suit in a manner that imposes any obligations or restrictions on TGC or grants any License Patent Rights without TGC’s written permission. 6.3 Each party shall, at the request and expense of the party initiating such suit, cooperate in all respects, including being joined as a named party, and, to the invalidation extent possible, have its employees testify when requested and make available relevant records, papers, information, samples, specimens, and the like. No such suit shall be settled by a party in any manner which diminishes the rights of the other party hereto under this Agreement without the written agreement of both parties. 6.4 Any legal action against a Prospective Patent or any claim therein without University’s prior written consent. Any recovery obtained as a result third party under this Section 6 shall be at the expense of an Action, whether by judgment, award, decree or settlement, the party on account of whom suit is brought and recoveries recovered thereby shall first be applied allocated to reimbursement reimburse the expenses of Licensee’s expenses in bringing such suit or proceeding (including any attorneysthe parties on a pro rata basis, expert and court fees)after which, and when the balance shall be considered to be Net Sales Value, and subject infringement relates to the manufacture, use or sale of a product in the Field,, any remaining recoveries shall belong to AMT and AMT shall pay TGC royalty payments at [***]% as amounts set forth in Clause 5, and the Section 4 on such remaining balance shall be recovered by Licensee recoveries as damagesif such recoveries were Net Sales. 9.3 Subject to Clause 9.2, if University commences or defends any suit or proceedings on its own account, University shall do so at its own expense. University shall have the right to settle any such action or consent to an adverse judgment thereto, in its sole discretion, except that University may not settle such action that may impair, damage or otherwise adversely affect the licence granted to Licensee under Clause 2.1, Licensee’s use of such licence, any Licensed Product, or any of Licensee’s rights/obligations hereunder, without Licensee’s prior written consent, which consent may not be unreasonably withheld or delayed. Any recovery obtained as a result of such action, whether by judgment, award, decree, or settlement, shall first be applied to reimbursement of University’s expenses in bringing such suit or proceeding (including expert, attorneys and court fees), and the balance shall be distributed between University and Licensee at a ratio of 65:35 in all cases which do not result in a sub-licence to a third party. If a suit or proceedings result in a sub-licence to a third party, then any recovery, whether by judgment, award, decree, or settlement, shall first be applied to reimbursement of University’s expenses in bringing such suit or proceeding (including expert, attorneys and court fees), and the balance to be paid to Licensee, provided that such balance shall be shared between University and Licensee according to the provisions in Clause 5.3 herein.

Patent Infringement. 9.1 If either Party learns of 18.1 In the infringement of a Prospective Patentevent Licensee knows that one or more third parties are substantially infringing the Patent Rights under this Agreement, the Licensee will promptly notify The Regents in any jurisdiction within the Territory, it shall so inform the other Party in writing, including any writing and provide The Regents with reasonable evidence of such infringement. University may not . 18.2 Both Parties to this Agreement acknowledge that during the period and in a jurisdiction where the Licensee has exclusive rights under this Agreement, neither Party will notify a third party of the other than NIH and HHMI that an infringement of a Prospective Patent, save for its legal advisers, Patent Rights occurred without first obtaining written consent of Licensee, which consent shall not be unreasonably denied or delayedthe other Party. Both Parties shall will use their reasonable commercial best efforts in cooperation with each other to terminate such infringementthe infringement without litigation. 9.2 18.3 If the Licensee shall have desires that Patent Rights be enforced against infringers, and the sole rightLicensee has exclusive rights under Patent Rights, but not the obligation, Licensee either may request The Regents to institute, prosecute take legal action against the patent infringer or may request permission from The Regents to file suit against the patent infringer. Licensee's request must be made in writing and control any action, suit or proceeding to enforce the Prospective Patent with respect to infringement must include reasonable evidence of the Prospective Patent infringement and resulting damages to defend any declaratory judgment with respect thereto, in each case within the Territory (“Action”). University hereby agrees to assist and cooperate with Licensee, at Licensee’s expense (including payment for University’s expert’s time, and other expenses so long as such expenses are properly documented), to enable Licensee to prosecute and maintain such Action. University’s agreement to assist Licensee includes, at Licensee’s reasonable request and when it is required by law, government regulation or court order, University’s agreement to join or to procure its Affiliates to join as a nominal party to achieve sufficient legal standing for Licensee to prosecute and maintain such Action provided that, if University participates in the Action only as a nominal party, University shall have no responsibility (other than to join as a nominal party) nor be liable for any costs or expenses in relation to or arising from such Action. For clarity, such liabilities for costs or expenses shall be the responsibility of Licensee. If Licensee invites University or its Affiliates to take a more active role (other than as a nominal party) in an Action as a co-partythe infringing activity has not been abated within 90 days following the effective date of Licensee's request, University shall have its sole discretion to decide joining or not then The Regents and on terms to be agreed with Licensee on a case by case basis. Licensee shall The NIH will have the right to settle elect one of the following: (a) commence suit on their own account; or (b) refuse to participate in suit against the patent infringer. The Regents and NIH will give written notice of their election to the Licensee within 100 days following the effective date of Licensee's written request. The Licensee, thereafter, may bring suit for patent infringement if and only if The Regents and the NIH elects not to commence suit and if the infringement occurred during the period and in a jurisdiction where the Licensee had exclusive rights under this Agreement. In the event Licensee elects to bring suit in accordance with this Paragraph, The Regents and NIH may thereafter join such suit at their own expense. 18.4 The Party who brought the suit will pay for all legal costs and will recover any Action or consent and all recoveries; provided, however, that if The Regents and/or the NIH brought suit on their own account, then the Parties and the NIH may share in the expense and the recoveries will be allocated in the following order: (a) each party will be reimbursed in equal amounts for attorney's costs, fees, and other related expenses (to an adverse judgment theretothe extent that each party paid for such costs, fees, and expenses) until all such costs, fees, and expenses are reimbursed; and (b) each party will share equally in its sole discretionany remaining amount in proportion to the share of expenses paid by each party. 18.5 Each party will cooperate with the others during litigation proceedings instituted hereunder but at the expense of the party who brought the suit. The party bringing suit will control such litigation, except that Licensee The Regents may not settle such action be represented by agreeing to the invalidation counsel of a Prospective Patent or any claim therein without University’s prior written consent. Any recovery obtained as a result of an Action, whether by judgment, award, decree or settlement, shall first be applied to reimbursement of Licensee’s expenses its choice in bringing such suit or proceeding (including any attorneys, expert and court fees), and the balance shall be considered to be Net Sales Value, and subject to the royalty payments at [***]% as set forth in Clause 5, and the remaining balance shall be recovered by Licensee as damages. 9.3 Subject to Clause 9.2, if University commences or defends any suit or proceedings on its own account, University shall do so at its own expense. University shall have brought by the right to settle any such action or consent to an adverse judgment thereto, in its sole discretion, except that University may not settle such action that may impair, damage or otherwise adversely affect the licence granted to Licensee under Clause 2.1, Licensee’s use of such licence, any Licensed Product, or any of Licensee’s rights/obligations hereunder, without Licensee’s prior written consent, which consent may not be unreasonably withheld or delayed. Any recovery obtained as a result of such action, whether by judgment, award, decree, or settlement, shall first be applied to reimbursement of University’s expenses in bringing such suit or proceeding (including expert, attorneys and court fees), and the balance shall be distributed between University and Licensee at a ratio of 65:35 in all cases which do not result in a sub-licence to a third party. If a suit or proceedings result in a sub-licence to a third party, then any recovery, whether by judgment, award, decree, or settlement, shall first be applied to reimbursement of University’s expenses in bringing such suit or proceeding (including expert, attorneys and court fees), and the balance to be paid to Licensee, provided that such balance shall be shared between University and Licensee according to the provisions in Clause 5.3 herein.

Patent Infringement. 9.1 8.1 If either Party party learns of the an infringement of a Prospective PatentPatent by a third party, using HPBCD in any jurisdiction within the Territorypromotion or sale of a product substantially similar to a Product, it the party learning of the alleged infringement shall so promptly inform the other Party in writing, including any evidence party. 8.1.1 In case of such an infringement. University may not notify a third party of the infringement of a Prospective Patent, save for its legal advisers, without first obtaining written consent of Licensee, which consent shall not be unreasonably denied or delayed. Both Parties shall use their reasonable commercial efforts in cooperation with each other to terminate such infringement. 9.2 Licensee XXXXXXX shall have the sole right, right (but not the obligation, to institute, prosecute and control any action, suit or proceeding to enforce the Prospective Patent with respect to infringement of the Prospective Patent and to defend any declaratory judgment with respect thereto, in each case within the Territory (“Action”). University hereby agrees to assist and cooperate with Licensee, at Licensee’s expense (including payment for University’s expert’s time, and other expenses so long as such expenses are properly documented), to enable Licensee to prosecute and maintain such Action. University’s agreement to assist Licensee includes, at Licensee’s reasonable request and when it is required by law, government regulation or court order, University’s agreement to join or to procure its Affiliates to join as a nominal party to achieve sufficient legal standing for Licensee to prosecute and maintain such Action provided that, if University participates in the Action only as a nominal party, University shall have no responsibility (other than to join as a nominal party) nor be liable for any costs or expenses in relation to or arising from such Action. For clarity, such liabilities for costs or expenses shall be the responsibility of Licensee. If Licensee invites University or its Affiliates to take a more active role (other than as a nominal party) in an Action as a co-party, University shall have its sole discretion to decide joining or not and on terms to be agreed with Licensee on a case by case basis. Licensee shall have the right to settle any Action or consent to an adverse judgment thereto, in its sole discretionown name and at its own cost, except to either bring an enforcement action to stop the alleged infringement or settle with the alleged infringer; provided, however, that Licensee may not settle no such action by agreeing to the invalidation of a Prospective Patent settlement shall diminish or any claim therein without Universityotherwise affect THERAVANCE’s rights hereunder, unless THERAVANCE gives its prior written consent. Any recovery obtained as a result of an Action, whether by judgment, award, decree or settlement, shall first be applied THERAVANCE will give reasonable assistance to reimbursement of Licensee’s expenses XXXXXXX in bringing such suit or proceeding (including any attorneys, expert and court fees), and the balance shall be considered to be Net Sales Value, and subject to the royalty payments at [***]% as set forth in Clause 5, and the remaining balance shall be recovered by Licensee as damages. 9.3 Subject to Clause 9.2, if University commences or defends any suit or proceedings on its own account, University shall do so at its own expense. University shall have the right to settle any such action or consent to an adverse judgment thereto, in its sole discretion, except that University may not settle such action that may impair, damage or otherwise adversely affect the licence granted to Licensee under Clause 2.1, Licensee’s use of such licence, any Licensed Product, or any of Licensee’s rights/obligations hereunder, without Licensee’s prior written consent, which consent may not be unreasonably withheld or delayed. Any recovery obtained as a result of such action, whether by judgment, award, decree, or settlement, shall first be applied to reimbursement of University’s expenses in bringing such suit or proceeding (including expert, attorneys and court fees), and the balance shall be distributed between University and Licensee at a ratio of 65:35 in all cases which do not result in a sub-licence to a third party. If a suit or proceedings result in a sub-licence to against a third party, then including making available to XXXXXXX records, information and evidence relevant to the infringement and, if necessary, being named a party in such action. All sums awarded or received in settlement of such suit shall be equally divided between XXXXXXX and THERAVANCE, after having reimbursed both parties for all reasonable out of pocket expenses incurred in bringing or assisting in such action. 8.1.2 Whenever XXXXXXX elects not to take action against such infringement within a reasonable period of time not to exceed three (3) months THERAVANCE will have the right but not the obligation to take action in its own name, at its own expense and by counsel of its own choice. XXXXXXX will give all reasonable assistance in taking such action, including being a named party and making available to THERAVANCE records, information and evidence relevant to the infringement. THERAVANCE will be entitled to all recovery monies awarded or received in settlement of such suit. Any out of pocket expenses incurred by XXXXXXX in assisting THERAVANCE in such action will be reimbursed by THERAVANCE out of the recovery monies awarded or received. Whenever THERAVANCE so elects to take action XXXXXXX will at any recoverytime be entitled to be represented in such action at its own cost and by counsel of its own choice. THERAVANCE will in no event settle or consent to a judgement or other final disposition of a suit without the prior written approval of XXXXXXX, which shall not unreasonably be withheld. Furthermore, whenever during such action, the infringing party would invoke a declaration of invalidity of the Patents, XXXXXXX will be entitled to take over the direction of the suit. 8.1.3 In the event that all of the claims included within the Patents under which THERAVANCE is developing, registering, or selling the Product shall be held invalid or not infringed by a court of competent jurisdiction, whether or not there is a conflicting decision by judgmentanother court of jurisdiction, awardTHERAVANCE may pay the royalties which would have otherwise been due under the Patent on sales covered by such claims into an escrow account until such judgement shall be finally reversed by an unappealed or unappealable decree of a court of competent jurisdiction of higher authority, decree, or settlement, in which event royalty payments shall first be applied to reimbursement of University’s expenses in bringing such suit or proceeding (including expert, attorneys and court fees), resumed and the balance full amount in escrow shall become due and payable. In the event the judgement is upheld, the full escrow amount will revert to THERAVANCE and no further royalties under the Patents will be paid to Licensee, provided that such balance due. 8.2 THERAVANCE shall be shared between University responsible at its own cost and Licensee according responsibility to defend against any claim or allegation that the provisions in Clause 5.3 hereindevelopment, manufacturing or commercialisation of the Product infringes a third party patent.

Patent Infringement. 9.1 18.1 If either Party LICENSEE learns of the substantial infringement of a Prospective Patentany patent licensed under this Agreement, LICENSEE shall call THE REGENTS' attention thereto in any jurisdiction writing within the Territory, it shall thirty (30) days after so inform the other Party in writing, including any learning and provide THE REGENTS with reasonable evidence of such infringement. University may not Neither party shall notify a third party of the infringement of a Prospective Patent, save for its legal advisers, any of Regents' Patent Rights without first obtaining written consent of Licenseethe other party, which consent shall not be unreasonably denied or delayeddenied. Both Parties parties shall use their reasonable commercial efforts in cooperation with each other to terminate such infringementinfringement without litigation. 9.2 Licensee 18.2 LICENSEE may request that THE REGENTS take legal action against the infringement of Regents' Patent Rights. Such request shall be made in writing and shall include reasonable evidence of such infringement and damages to LICENSEE. If the infringing activity has not abated within ninety (90) days following the effective date of request, THE REGENTS then shall have the sole rightright to: (a) commence suit on its own account, but not or (b) refuse to participate in the obligation, suit; and THE REGENTS shall give notice of its election in writing to institute, prosecute and control any action, suit or proceeding to enforce LICENSEE by the Prospective Patent with respect to infringement end of the Prospective Patent and to defend any declaratory judgment with respect thereto, in each case within the Territory one-hundredth (“Action”)100th) day after receiving notice of such request from LICENSEE. University hereby agrees to assist and cooperate with LicenseeLICENSEE may thereafter bring suit for patent infringement, at Licensee’s expense (including payment for University’s expert’s time, and other expenses so long as such expenses are properly documented), to enable Licensee to prosecute and maintain such Action. University’s agreement to assist Licensee includes, at Licensee’s reasonable request and when it is required by law, government regulation or court order, University’s agreement to join or to procure its Affiliates to join as a nominal party to achieve sufficient legal standing for Licensee to prosecute and maintain such Action provided thatown expense, if University participates and only if THE REGENTS elects not to commence suit Exclusive License Agreement Page 18 of 25 Case No. SD97-026 and if the infringement occurred during the period and in the Action only a jurisdiction where LICENSEE had exclusive rights under this Agreement. If, however, LICENSEE elects to bring suit in accordance with this paragraph, THE REGENTS may thereafter join that suit at its own expense. 18.3 Such legal action as a nominal party, University shall have no responsibility (other than to join as a nominal party) nor be liable for any costs or expenses in relation to or arising from such Action. For clarity, such liabilities for costs or expenses is decided on shall be at the responsibility expense of Licenseethe party bringing suit and all recoveries recovered thereby shall belong to the party bringing suit; provided, however, that legal action brought jointly by THE REGENTS and LICENSEE and fully participated in by both shall be at the joint expense of the parties and all recoveries shall be shared jointly by them in proportion to the share of expense paid by each party. If Licensee invites University or its Affiliates to take a more active role (other than as a nominal party) in an Action as a co-partyLICENSEE pays all legal expenses, University shall have its sole discretion to decide joining or not and on terms to be agreed with Licensee on a case by case basis. Licensee it shall have the right to settle any Action or consent to an adverse judgment theretooffset one half of its out-of-pocket legal expense, in its sole discretion, except that Licensee may not settle such action by agreeing to the invalidation of a Prospective Patent or extent they exceed any claim therein without University’s prior written consent. Any recovery obtained as a result of an Actionrecoveries recovered by LICENSEE in such legal action, whether against any earned royalties payable under Paragraph 6.1; provided, however, that earned royalties payble under Paragraph 6.1 shall not be reduced in any given quarter by judgment, award, decree or settlement, shall first be applied to reimbursement of Licensee’s expenses in bringing such suit or proceeding (including any attorneys, expert and court fees), and the balance shall be considered to be Net Sales Value, and subject to the royalty payments at more than [***]% as set forth . Any unused credit may be carried forward until LICENSEE has received full credit for its creditable legal expenses. 18.4 Each party shall cooperate with the other in Clause 5, and litigation proceedings instituted hereunder but at the remaining balance expense of the party bringing suit. Litigation shall be recovered controlled by Licensee as damages. 9.3 Subject to Clause 9.2, if University commences or defends any suit or proceedings on its own account, University shall do so at its own expense. University shall have the right to settle any such action or consent to an adverse judgment thereto, in its sole discretionparty bringing the suit, except that University THE REGENTS may not settle such action that may impair, damage or otherwise adversely affect the licence granted to Licensee under Clause 2.1, Licensee’s use be represented by counsel of such licence, its choice in any Licensed Product, or any of Licensee’s rights/obligations hereunder, without Licensee’s prior written consent, which consent may not be unreasonably withheld or delayed. Any recovery obtained as a result of such action, whether suit brought by judgment, award, decree, or settlement, shall first be applied to reimbursement of University’s expenses in bringing such suit or proceeding (including expert, attorneys and court fees), and the balance shall be distributed between University and Licensee at a ratio of 65:35 in all cases which do not result in a sub-licence to a third party. If a suit or proceedings result in a sub-licence to a third party, then any recovery, whether by judgment, award, decree, or settlement, shall first be applied to reimbursement of University’s expenses in bringing such suit or proceeding (including expert, attorneys and court fees), and the balance to be paid to Licensee, provided that such balance shall be shared between University and Licensee according to the provisions in Clause 5.3 hereinLICENSEE.

Patent Infringement. 9.1 If either Party 17.1. In the event that Licensee learns of the substantial infringement of any Patent Rights, Licensee will promptly provide The Regents with notice and reasonable evidence of such infringement (“Infringement Notice”). During the period and in a Prospective Patentjurisdiction where Licensee has exclusive rights under this Agreement, neither Party will notify a third party, including the infringer, of the infringement without first obtaining consent of the other Party, which consent will not be unreasonably withheld. Both Parties will use diligent efforts, in cooperation with each other, to terminate such infringement without litigation. (a) If such infringing activity has not been abated within ninety (90) days following the effective date of the Infringement Notice, Licensee may institute suit for patent infringement against the infringer. The Regents may voluntarily join such suit at The Regents’ expense, but The Regents may not thereafter separately commence suit against the infringer for the acts of infringement that are the subject of Licensee’s suit or any jurisdiction judgment rendered in that suit. Licensee may not join The Regents or Technion (“Owners”) in a suit initiated by Licensee without The Regents’ prior written consent. If, in a suit initiated by Licensee, an Owner is involuntarily joined other than by Licensee, Licensee will pay any costs incurred by an Owner arising out of such suit, including but not limited to, any fees actually and necessarily incurred by an Owner for legal counsel that an Owner selects and retains to represent it in the suit. (b) If, within one hundred twenty (120) days following the Territoryeffective date of the Infringement Notice, it shall so inform the infringing activity has not been abated and if Licensee has not brought suit against the infringer, The Regents may in its sole discretion institute suit for patent infringement against the infringer. If The Regents institutes such suit, Licensee may not join such suit without The Regents’ consent and may not thereafter separately commence suit against the infringer for the acts of infringement that are the subject of The Regents’ suit or any judgment rendered in that suit. 17.2. Such legal action as is decided upon will be at the expense of the Party on account of whom suit is brought and all recoveries recovered thereby will belong to such Party, provided that legal action brought jointly by the Owners and Licensee and participated in by both will be at the joint expense of both the Owners and Licensee, and all recoveries will be allocated in the following order: (a) to each Owner and Licensee, reimbursement for its attorneys’ costs, fees, and other related out-of-pocket expenses to the extent each Owner and Licensee paid for such costs, fees, and expenses until all such costs, fees, and expenses are consumed for each Owner and Licensee; and (b) any remaining amount shared jointly by both the Owners and Licensee in proportion to the share of expenses paid by each Owner and Licensee, provided that (i) in no event will The Regents’ share be less than five percent (5%) of such remaining amount if The Regents is a party to the suit, and (ii) in no event will Technion’s share be less than five percent (5%) of such remaining amount if Technion is a party to the suit. 17.3. Each Party will cooperate with the other Party in writing, including any evidence of such infringement. University may not notify a third party litigation instituted hereunder but at the expense of the infringement party on account of a Prospective Patent, save for its legal advisers, without first obtaining written consent of Licensee, which consent shall not whom suit is brought. Such litigation will be unreasonably denied or delayed. Both Parties shall use their reasonable commercial efforts in cooperation with each other to terminate such infringement. 9.2 Licensee shall have controlled by the sole right, but not party bringing the obligation, to institute, prosecute and control any action, suit or proceeding to enforce the Prospective Patent with respect to infringement of the Prospective Patent and to defend any declaratory judgment with respect thereto, in each case within the Territory (“Action”). University hereby agrees to assist and cooperate with Licensee, at Licensee’s expense (including payment for University’s expert’s time, and other expenses so long as such expenses are properly documented), to enable Licensee to prosecute and maintain such Action. University’s agreement to assist Licensee includes, at Licensee’s reasonable request and when it is required by law, government regulation or court order, University’s agreement to join or to procure its Affiliates to join as a nominal party to achieve sufficient legal standing for Licensee to prosecute and maintain such Action provided that, if University participates in the Action only as a nominal party, University shall have no responsibility (other than to join as a nominal party) nor be liable for any costs or expenses in relation to or arising from such Action. For clarity, such liabilities for costs or expenses shall be the responsibility of Licensee. If Licensee invites University or its Affiliates to take a more active role (other than as a nominal party) in an Action as a co-party, University shall have its sole discretion to decide joining or not and on terms to be agreed with Licensee on a case by case basis. Licensee shall have the right to settle any Action or consent to an adverse judgment thereto, in its sole discretion, except that the Owners may be represented by counsel of their choice in any suit brought by Licensee. 17.4. Any agreement made by Licensee for the purposes of settling litigation or other dispute will comply with the requirements of Article 3 above. In no event may not settle such action by agreeing to the invalidation Licensee admit liability or wrongdoing on behalf of a Prospective Patent The Regents or any claim therein Technion without UniversityThe Regents’ or Technion’s prior written consent. Any recovery obtained as a result of an Action, whether by judgment, award, decree or settlement, shall first be applied to reimbursement of Licensee’s expenses in bringing such suit or proceeding (including any attorneys, expert and court fees), and the balance shall be considered to be Net Sales Value, and subject to the royalty payments at [***]% as set forth in Clause 5, and the remaining balance shall be recovered by Licensee as damages. 9.3 Subject 17.5. The Parties acknowledge that Technion has obligations to Clause 9.2The Regents, if University commences or defends with respect to any suit or proceedings on its own account, University shall do so at its own expense. University shall have the right legal action to settle any such action or consent to an adverse judgment theretoenforce Patent Rights, in its sole discretion, except that University may not settle such action that may impair, damage or otherwise adversely affect the licence granted to Licensee under Clause 2.1, Licensee’s use of such licence, any Licensed Product, or any of Licensee’s rights/obligations hereunder, without Licensee’s prior written consent, which consent may not be unreasonably withheld or delayed. Any recovery obtained as a result of such action, whether by judgment, award, decree, or settlement, shall first be applied to reimbursement of University’s expenses in bringing such suit or proceeding (including expert, attorneys and court fees), and the balance shall be distributed between University and Licensee at a ratio of 65:35 in all cases which do not result in a sub-licence to a third party. If a suit or proceedings result in a sub-licence to a third party, then any recovery, whether by judgment, award, decree, or settlement, shall first be applied to reimbursement of University’s expenses in bringing such suit or proceeding (including expert, attorneys and court fees), and the balance to be paid to Licensee, provided that such balance shall be shared between University and Licensee according to accordance with the provisions in Clause 5.3 hereinof the Inter-Institutional Agreement.

Patent Infringement. 9.1 19.1 If either Party The Regents (to the extent of the actual knowledge of the licensing professional responsible for the administration of this Agreement) or the Licensee learns of the substantial infringement of a Prospective Patentany patent licensed under this Agreement, in any jurisdiction within the Territory, it shall so inform knowledgeable party will provide the other Party in writing, including (i) with written notice of such infringement and (ii) with any evidence of such infringementinfringement available to it (the “Infringement Notice”). University may not Neither party will notify a third party of the infringement of a Prospective Patent, save for its legal advisers, any of Regents’ Patent Rights without first obtaining written consent of Licenseethe other party, which consent shall will not be unreasonably denied or delayed. Both Parties parties shall use their reasonable commercial best efforts in cooperation with each other to terminate such infringementinfringement without litigation. 9.2 19.2 If the infringing activity has not been abated within ninety (90) days following the date the Infringement Notice takes effect, then the Licensee shall have or its designee may institute suit for patent infringement against the sole rightinfringer. The Regents may voluntarily join such suit at its own expense, but may not thereafter commence suit against the obligation, to institute, prosecute and control any action, infringer for the acts of infringement that are the subject of the Licensee’s suit or proceeding to enforce the Prospective Patent with respect to infringement of the Prospective Patent and to defend any declaratory judgment with respect thereto, in each case within the Territory (“Action”). University hereby agrees to assist and cooperate with Licensee, at Licensee’s expense (including payment for University’s expert’s time, and other expenses so long as such expenses are properly documented), to enable Licensee to prosecute and maintain such Action. University’s agreement to assist Licensee includes, at Licensee’s reasonable request and when it is required by law, government regulation or court order, University’s agreement to join or to procure its Affiliates to join as a nominal party to achieve sufficient legal standing for Licensee to prosecute and maintain such Action provided that, if University participates rendered in the Action only as a nominal party, University shall have no responsibility (other than to join as a nominal party) nor be liable for any costs or expenses in relation to or arising from such Actionsuit. For clarity, such liabilities for costs or expenses shall be the responsibility of Licensee. If Licensee invites University or its Affiliates to take a more active role (other than as a nominal party) in an Action as a co-party, University shall have its sole discretion to decide joining or not and on terms to be agreed with Licensee on a case by case basis. Licensee shall have the right to settle any Action or consent to an adverse judgment thereto, in its sole discretion, except that The Licensee may not settle such action join The Regents in a suit initiated by agreeing to the invalidation of a Prospective Patent or any claim therein Licensee without University’s The Regents’ prior written consent. Any recovery obtained If, in a suit initiated by the Licensee, The Regents is involuntarily joined other than by the Licensee, then the Licensee will pay any out-of-pocket costs incurred by The Regents arising out of such suit, including but not limited to, legal fees of counsel that The Regents selects and retains to represent it in the suit. The Regents will join as a result party to any suit initiated by Licensee if found to be a necessary party by a court of an Actionlaw. 19.3 If, whether within a hundred and eighty (180) days following a request by judgmentThe Regents that Licensee take action to xxxxx the infringing activity, awardthe infringing activity of potential commercial significance by the infringer has not been abated and the Licensee or it designee has not brought suit against the infringer or begun negotiations regarding the terms under which Licensee would grant a sublicense to the infringer, decree or settlement, shall first be applied to reimbursement of Licensee’s expenses in bringing then The Regents may institute such suit or proceeding (including any attorneysfor patent infringement against the infringer. If The Regents institutes such suit, expert then the Licensee may not join such suit without The Regents’ consent and court fees), and may not thereafter commence suit against the balance shall be considered to be Net Sales Value, and infringer for acts of infringement that are subject to the royalty payments at [***]% as set forth in Clause 5, and the remaining balance shall be recovered by Licensee as damages. 9.3 Subject to Clause 9.2, if University commences or defends any The Regents’ suit or proceedings on its own account, University shall do so at its own expenseany judgment rendered in that suit. University shall have the right to settle any such action or consent to an adverse judgment thereto, in its sole discretion, except that University The Regents may not settle such action that may impair, damage or otherwise adversely affect the licence granted to join Licensee under Clause 2.1, Licensee’s use of such licence, any Licensed Product, or any of Licensee’s rights/obligations hereunder, in a suit initiated by The Regents without Licensee’s prior written consent. 19.4 Legal action as is decided on will be at the expense of the party bringing suit, which consent may not but legal action brought jointly by The Regents and the Licensee and fully participated in by both will be unreasonably withheld or delayedat the joint expense of the parties. Any recovery obtained or settlement received in connection with any suit will be applied as a result follows: (i) first to reimburse the controlling party for its out-of-pocket costs and expenses (including attorneys’ and court costs and expenses and amounts reimbursed to the other party); (ii) next to reimburse the out-of-pocket costs and expenses of the other party; and (iii) any remainder after reimbursing the amounts set forth in clause (i) and (ii) shall be retained by the controlling party; provided that if Licensee is the controlling party (or in the event that the action is jointly controlled), Licensee, while being entitled to retain any remainder of such actionrecovery, whether by judgment, award, decreeagrees to pay The Regents fifteen percent (15%) of such remainder, or settlement, shall first be applied to reimbursement of University’s expenses in bringing such suit or proceeding (including expert, attorneys and court fees), and the balance shall be distributed between University and Licensee at a ratio of 65:35 in all cases which do not result in a sub-licence to a third party. If a suit or proceedings result in a sub-licence to a third party, then any recovery, whether by judgment, award, decree, or settlement, shall first be applied to reimbursement of University’s expenses in bringing such suit or proceeding (including expert, attorneys and court fees), and the balance to be paid to Licensee, provided that such balance shall be shared between University and Licensee according to the provisions extent of enhanced damages twenty five percent (25%) of such remainder. 19.5 Each party shall cooperate with the other in Clause 5.3 hereinlitigation proceedings instituted hereunder but at the expense of the party bringing suit. Litigation will be controlled by the party bringing the suit.

Patent Infringement. 9.1 If either Party 23.1 In the event that The Regents (to the extent of the actual knowledge of the licensing professional responsible for the administration of this Agreement) or Licensee learns of the infringement of a Prospective Patentpotential commercial significance of any patent licensed under this Agreement, in any jurisdiction within the Territory, it shall so inform knowledgeable party will provide the other Party in writing, including (i) with written notice of such infringement and (ii) with any evidence of such infringementinfringement available to it (the “Infringement Notice”). University may not During the period in which, and in the jurisdiction where, Licensee has exclusive rights under this Agreement, neither The Regents nor Licensee will notify a third party possible infringer of infringement or put such infringer on notice of the infringement existence of a Prospective Patent, save for its legal advisers, any Patent Rights without first obtaining consent of the other.. If Licensee puts such infringer on notice of the existence of any Patent Rights with respect to such infringement without first obtaining the written consent of The Regents and if a declaratory judgment action is filed by such infringer against The Regents, then Licensee, which consent shall not be unreasonably denied or delayed’s right to initiate a suit against such infringer for infringement under Paragraph 23.2 below will terminate immediately without the obligation of The Regents to provide notice to Licensee. Both Parties shall The Regents and Licensee will use their reasonable commercial diligent efforts in cooperation to cooperate with each other reasonably and in good faith to terminate such infringementinfringement without litigation. 9.2 23.2 If infringing activity of potential commercial significance by the infringer has not been abated within ninety (90) days following the date the Infringement Notice is given, then Licensee shall have may institute suit for patent infringement against the sole rightinfringer. The Regents may voluntarily join such suit at its own expense, but may not otherwise commence suit against the obligation, to institute, prosecute and control any action, infringer for the acts of infringement that are the subject of Licensee’s suit or proceeding to enforce the Prospective Patent with respect to infringement of the Prospective Patent and to defend any declaratory judgment with respect thereto, rendered in each case within the Territory (“Action”)that suit. University hereby agrees to assist and cooperate with Licensee, at Licensee’s expense (including payment for University’s expert’s time, and other expenses so long as such expenses are properly documented), to enable Licensee to prosecute and maintain such Action. University’s agreement to assist Licensee includes, at Licensee’s reasonable request and when it is required by law, government regulation or court order, University’s agreement to join or to procure its Affiliates to join as a nominal party to achieve sufficient legal standing for Licensee to prosecute and maintain such Action provided that, if University participates in the Action only as a nominal party, University shall have no responsibility (other than to join as a nominal party) nor be liable for any costs or expenses in relation to or arising from such Action. For clarity, such liabilities for costs or expenses shall be the responsibility of Licensee. If Licensee invites University or its Affiliates to take a more active role (other than as a nominal party) in an Action as a co-party, University shall have its sole discretion to decide joining or not and on terms to be agreed with Licensee on a case by case basis. Licensee shall have the right to settle any Action or consent to an adverse judgment thereto, in its sole discretion, except that Licensee may not settle such action join The Regents as a party in a suit initiated by agreeing to the invalidation of a Prospective Patent or any claim therein Licensee without University’s The Regents’ prior written consent. Any recovery obtained as If, in a result suit initiated by Licensee, The Regents is involuntarily joined other than by Licensee, then Licensee will pay any costs incurred by The Regents arising out of an Actionsuch suit, whether including but not limited to, any legal fees of counsel that The Regents selects and retains to represent it in the suit. 23.3 If, within a hundred and twenty (120) days following the date the Infringement Notice takes effect, infringing activity of potential commercial significance by judgmentthe infringer has not been abated and if Licensee has not brought suit against the infringer, awardthen The Regents may institute suit for patent infringement against the infringer. If The Regents institutes such suit, decree or settlement, shall first be applied to reimbursement of Licensee’s expenses in bringing then Licensee may not join such suit without The Regents’ consent and may not thereafter commence suit against the infringer for the acts of infringement that are the subject of The Regents’ suit or proceeding any judgment rendered in that suit. 23.4 Notwithstanding anything to the contrary in this Agreement, in the event that the infringement or potential infringement pertains to an issued patent included within the Patent Rights and written notice is given under the Drug Price Competition and Patent Term Restoration Act of 1984 (including any attorneys, expert and court feesand/or foreign counterparts of this Law), and then the balance shall be considered to be Net Sales Value, and subject party in receipt of such notice under the Act (in the case of The Regents to the royalty payments at [***]% as set forth in Clause 5, and extent of the remaining balance actual knowledge of the licensing officer responsible for the administration of this Agreement) shall be recovered by provide the Infringement Notice to the other party promptly. If the time period is such that Licensee as damages. 9.3 Subject to Clause 9.2, if University commences or defends any suit or proceedings on its own account, University shall do so at its own expense. University shall have will lose the right to settle pursue legal remedy for infringement by not notifying a third party or by not filing suit, the notification period and the time period to file suit will be accelerated to within forty-five (45) days of the date of such notice under the Act to either party. 23.5 Any recovery or settlement received in connection with any suit will first be shared by The Regents and Licensee equally to cover any litigation costs each incurred and next shall be paid to The Regents or Licensee to cover any litigation costs it incurred in excess of the litigation costs of the other. In any suit initiated by Licensee, any recovery in excess of litigation costs will be shared between Licensee and The Regents as follows: (a) for any recovery other than amounts paid for willful infringement: (i) The Regents will receive [*] of the net recovery if The Regents was not a party in the litigation and did not incur any out-of-pocket and invoiced litigation costs that were not reimbursed by Licensee (or its designee) prior to Licensee’s receipt of the recovery, (ii) The Regents will receive [*] of the net recovery if The Regents was a party in the litigation whether joined as a party under the provisions of Paragraph 23.2 or otherwise, but The Regents did not incur any out-of-pocket and invoiced litigation costs that were not reimbursed by Licensee (or its designee) prior to any settlement or judgment resulting in Licensee’s receipt of the recovery, and (iii) The Regents will receive [*] of the recovery if The Regents incurred out-of-pocket and invoiced litigation costs in connection with the litigation in amounts reasonably equal to at least half of the out-of-pocket and invoiced costs incurred by Licensee; and (b) for any recovery for willful infringement, The Regents will receive [*] of the recovery. In any suit initiated by The Regents, any recovery in excess of litigation costs will belong to The Regents. The Regents and Licensee agree to be bound by all determinations of patent infringement, validity and enforceability (but no other issue) resolved by any adjudicated judgment in a suit brought in compliance with this Article 23 (Patent Infringement). 23.6 Any agreement made by Licensee for purposes of settling litigation or other dispute shall comply with the requirements of Article 3 (Sublicenses) of this Agreement. 23.7 Each party will cooperate with the other in litigation proceedings instituted hereunder but at the expense of the party who initiated the suit (unless such action or consent to an adverse judgment thereto, in its sole discretionsuit is being jointly prosecuted by the parties). 23.8 Any litigation proceedings will be controlled by the party bringing the suit, except that University The Regents may not settle such action that may impair, damage or otherwise adversely affect the licence granted to Licensee under Clause 2.1, be represented by counsel of its choice in any suit brought by Licensee’s use of such licence, any Licensed Product, or any of Licensee’s rights/obligations hereunder, without Licensee’s prior written consent, which consent may not be unreasonably withheld or delayed. Any recovery obtained as a result of such action, whether by judgment, award, decree, or settlement, shall first be applied to reimbursement of University’s expenses in bringing such suit or proceeding (including expert, attorneys and court fees), and the balance shall be distributed between University and Licensee at a ratio of 65:35 in all cases which do not result in a sub-licence to a third party. If a suit or proceedings result in a sub-licence to a third party, then any recovery, whether by judgment, award, decree, or settlement, shall first be applied to reimbursement of University’s expenses in bringing such suit or proceeding (including expert, attorneys and court fees), and the balance to be paid to Licensee, provided that such balance shall be shared between University and Licensee according to the provisions in Clause 5.3 herein.

Patent Infringement. 9.1 If either Party 8.1. In the event that The Regents (to the extent of the actual knowledge of the licensing professional responsible for the administration of this Agreement) or Licensee learns of the infringement of a Prospective Patentpotential commercial significance of any patent licensed under this Agreement, in any jurisdiction within the Territory, it shall so inform knowledgeable Party will provide the other Party in writing, including any with (i) written notice of such infringement and (ii) evidence of such infringementinfringement available to it (the “Infringement Notice”). University may not During the period in which, and in the jurisdiction where, Licensee has exclusive rights under this Agreement, neither The Regents nor Licensee will notify a third party (including the infringer) of infringement or put such third party on notice of the infringement existence of a Prospective Patent, save for its legal advisers, any Regents’ Patent Rights without first obtaining the written consent of the other. If Licensee puts such infringer on notice of the existence of any Regents’ Patent Rights with respect to such infringement without first obtaining the written consent of The Regents and if a declaratory judgment action is filed by such infringer against The Regents, then Licensee, which consent shall not be unreasonably denied or delayed’s right to initiate a suit against such infringer for infringement under Paragraph 8.2 below will terminate immediately without the obligation of The Regents to provide notice to Licensee. Both Parties shall The Regents and Licensee will use their reasonable commercial diligent efforts in cooperation to cooperate with each other to terminate such infringementinfringement without litigation. 9.2 8.2. If infringing activity of potential commercial significance by the infringer has not been abated within ninety (90) days following the date the Infringement Notice takes effect, then Licensee shall have may institute suit for patent infringement against the sole rightinfringer. The Regents may voluntarily join such suit at its own expense, but may not thereafter commence suit against the obligation, to institute, prosecute and control any action, infringer for the acts of infringement that are the subject of Licensee’s suit or proceeding any judgment rendered in the suit. If, in a suit initiated by Licensee, The Regents is involuntarily joined by a party other than Licensee, then Licensee will pay the reasonable and documented costs incurred by The Regents arising out of such suit, including but not limited to, reasonable and documented legal fees of counsel that The Regents selects and retains to enforce represent it in the Prospective Patent suit. 8.3. If, within one hundred and twenty (120) days following the date the Infringement Notice takes effect, infringing activity of potential commercial significance by the infringer has not been abated and if Licensee has not brought suit against the infringer, then The Regents may institute suit for patent infringement against the infringer; provided that before The Regents proceed with respect such suit, The Regents will consult in good faith with Licensee concerning the reason(s) that Licensee declined to file suit against the infringer and only proceed with the infringement suit if the infringer’s infringing product or service holds market share of ****** or more of the Prospective Patent and to defend any declaratory judgment with respect thereto, in each case within the Territory (“Action”). University hereby agrees to assist and cooperate with Licensee, at Licensee’s expense (including payment for University’s expert’s time, and other expenses so long as such expenses are properly documented), to enable Licensee to prosecute and maintain such Action. University’s agreement to assist Licensee includes, at Licensee’s reasonable request and when it is required by law, government regulation or court order, University’s agreement to join or to procure its Affiliates to join as a nominal party to achieve sufficient legal standing for Licensee to prosecute and maintain such Action provided that, if University participates relevant market in the Action only as a nominal party, University shall have no responsibility (other than to join as a nominal party) nor be liable for any costs or expenses in relation to or arising from such Action. For clarity, such liabilities for costs or expenses shall be the responsibility field of Licenseeuse. If Licensee invites University or its Affiliates to take a more active role (other than as a nominal party) in an Action as a co-party, University shall have its sole discretion to decide joining or not and on terms to be agreed with Licensee on a case by case basis. Licensee shall have The Regents has the right to settle any Action or consent to institute an adverse judgment thereto, in its sole discretion, except that Licensee may not settle such action by agreeing to the invalidation of a Prospective Patent or any claim therein without University’s prior written consent. Any recovery obtained as a result of an Action, whether by judgment, award, decree or settlement, shall first be applied to reimbursement of Licensee’s expenses in bringing such infringement suit or proceeding (including any attorneys, expert and court fees), and the balance shall be considered to be Net Sales Value, and subject to the royalty payments at [***]% as set forth in Clause 5this Section 8.3) and institutes such a suit, then Licensee may not join such suit without The Regents’ consent and may not thereafter commence suit against the remaining balance infringer for acts of infringement that are subject to The Regents’ suit or any judgment rendered in that suit. ****** - Material has been omitted and filed separately with the Commission. 8.4. Any recovery or settlement received in connection with any suit will first be shared by The Regents and Licensee equally to cover any litigation costs each incurred and next shall be recovered paid to The Regents or Licensee to cover any litigation costs it incurred in excess of the litigation costs of the other. In any suit initiated by The Regents in compliance with this Agreement, any recovery in excess of litigation costs will belong to The Regents. The Regents will receive at least ****** of any recovery if The Regents is a party in the litigation. The Regents and Licensee agree to be bound by all final and non-appealable determinations of patent infringement, validity and enforceability (but no other issue) resolved by any adjudicated judgment in a suit brought in compliance with this Article 8 (PATENT INFRINGEMENT). 8.5. Any agreement made by Licensee as damagesfor purposes of settling litigation or other dispute shall comply with the requirements of Article 3 (SUBLICENSES) of this Agreement. 9.3 Subject to Clause 9.28.6. Each Party will cooperate with the other in litigation proceedings instituted hereunder but at the expense of the Party who initiated the suit, if University commences or defends any unless such suit or is being jointly prosecuted by the Parties. 8.7. Any litigation proceedings on its own account, University shall do so at its own expense. University shall have will be controlled by the right to settle any such action or consent to an adverse judgment thereto, in its sole discretionParty bringing the suit, except that University The Regents may not settle such action that may impair, damage or otherwise adversely affect the licence granted to Licensee under Clause 2.1, be represented by counsel of its choice in any suit brought by Licensee’s use of such licence, any Licensed Product, or any of Licensee’s rights/obligations hereunder, without Licensee’s prior written consent, which consent may not be unreasonably withheld or delayed. Any recovery obtained as a result of such action, whether by judgment, award, decree, or settlement, shall first be applied to reimbursement of University’s expenses in bringing such suit or proceeding (including expert, attorneys and court fees), and the balance shall be distributed between University and Licensee at a ratio of 65:35 in all cases which do not result in a sub-licence to a third party. If a suit or proceedings result in a sub-licence to a third party, then any recovery, whether by judgment, award, decree, or settlement, shall first be applied to reimbursement of University’s expenses in bringing such suit or proceeding (including expert, attorneys and court fees), and the balance to be paid to Licensee, provided that such balance shall be shared between University and Licensee according to the provisions in Clause 5.3 herein.

Patent Infringement. 9.1 If either Party 17.1 In the event that Licensee learns of the substantial infringement of a Prospective Patentany Patent Rights, in any jurisdiction within the Territory, it shall so inform the other Party in writing, including any Licensee will promptly provide The Regents with notice and reasonable evidence of such infringementinfringement (“Infringement Notice”). University may not During the time period and in a jurisdiction where Licensee has exclusive rights under this Agreement, neither Party will notify a third party party, including the infringer, of the infringement of a Prospective Patent, save for its legal advisers, without first obtaining written consent of Licenseethe other Party, which consent shall will not be unreasonably denied or delayedwithheld. Both The Parties shall will use their reasonable commercial efforts diligent efforts, in cooperation with each other other, to terminate such infringementinfringement without litigation. 9.2 Licensee shall have (a) If such infringing activity has not been abated within ninety (90) days following the sole right, but not the obligation, to institute, prosecute and control any action, suit or proceeding to enforce the Prospective Patent with respect to infringement effective date of the Prospective Patent and to defend any declaratory judgment with respect theretoInfringement Notice, in each case within Licensee may initiate suit for patent infringement against the Territory (“Action”)infringer. University hereby agrees to assist and cooperate with Licensee, at Licensee’s expense (including payment for University’s expert’s time, and other expenses so long as such expenses are properly documented), to enable Licensee to prosecute and maintain such Action. University’s agreement to assist Licensee includes, at Licensee’s reasonable request and when it is required by law, government regulation or court order, University’s agreement to join or to procure its Affiliates to The Regents may voluntarily join as a nominal party to achieve sufficient legal standing in such suit at The Regents’ expense, but The Regents may not thereafter separately initiate suit against the infringer for Licensee to prosecute and maintain such Action provided that, if University participates in the Action only as a nominal party, University shall have no responsibility (other than to join as a nominal party) nor be liable for any costs or expenses in relation to or arising from such Action. For clarity, such liabilities for costs or expenses shall be acts of infringement that are the responsibility subject of Licensee’s suit or any judgment rendered in that suit. If Licensee invites University or its Affiliates to take a more active role (other than as a nominal party) in an Action as a co-party, University shall have its sole discretion to decide joining or not and on terms to be agreed with Licensee on a case by case basis. Licensee shall have the right to settle any Action or consent to an adverse judgment thereto, in its sole discretion, except that Licensee may not settle such action cause The Regents to be joined as a party in a suit initiated by agreeing to the invalidation of a Prospective Patent or any claim therein Licensee without University’s The Regents’ prior written consent. Any recovery obtained If, in a suit initiated by Licensee, The Regents is involuntarily caused to be joined as a result party, Licensee will pay any costs incurred by The Regents arising out of an Actionsuch suit, whether by judgmentincluding, awardbut not limited to, decree or settlement, shall first be applied any legal fees of counsel that The Regents selects and retains to reimbursement of Licensee’s expenses represent it in bringing such suit or proceeding (including any attorneys, expert and court fees), and the balance shall be considered to be Net Sales Value, and subject to the royalty payments at suit. CERTAIN CONFIDENTIAL PORTIONS OF THIS EXHIBIT WERE OMITTED AND REPLACED WITH “[***]% as set forth in Clause 5”. A COMPLETE VERSION OF THIS EXHIBIT HAS BEEN FILED SEPARATELY WITH THE SECRETARY OF THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO AN APPLICATION REQUESTING CONFIDENTIAL TREATMENT PURSUANT TO RULE 24B-2 PROMULGATED UNDER THE SECURITIES EXCHANGE ACT OF 1934, and the remaining balance shall be recovered by Licensee as damagesAS AMENDED. 9.3 Subject to Clause 9.2(b) If, within a hundred and twenty (120) days following the effective date of the infringement Notice, the infringing activity has not been abated and if University commences or defends any Licensee has not initiated suit or proceedings on its own accountagainst the infringer, University shall do so at its own expense. University shall have the right to settle any such action or consent to an adverse judgment thereto, The Regents may in its sole discretiondiscretion initiate suit for patent infringement against the infringer. If The Regents initiates such suit, Licensee may not join such suit without The Regents’ consent, and Licensee may not thereafter separately initiate suit against the infringer for the acts of infringement that are the subject of The Regents’ suit or any judgment rendered in that suit. 17.3 Such suit initiated under Paragraph 17.2 will be at the expense of the initiating Party. All recoveries recovered pursuant to any suit initiated under Paragraph 17.2(a) will be allocated in the following order: (a) to each Party reimbursement for its attorneys’ costs, fees, and other related out-of-pocket expenses, to the extent such Party paid for such costs, fees, and expenses until all such costs, fees, and expenses are consumed for such Party; and (b) any remaining amount shared jointly by the Parties in proportion to the share of expenses paid by each Party, but in no event will The Regents’ share be less than [***] percent ([***]%) of such remaining amount. The foregoing notwithstanding, if such suit is initiated by Licensee and The Regents is not a party, The Regents’ share of any recoveries will be [***] percent ([***]%) of the amount of such recoveries remaining after reimbursement to Licensee of Licensee’s attorneys’ costs, fees and other related out-of-pocket expenses. In any suit initiated by The Regents under Section 17.2(b), any recovery will belong to The Regents. 17.4 Each Party will cooperate with the other Party in litigation initiated hereunder but at the expense of the initiating Party. Such litigation will be controlled by the initiating Party bringing the action, except that University The Regents may not settle such action be represented by counsel of its choice, and at its cost (except as otherwise stated), in any suit initiated by Licensee. 17.5 Any agreement made by Licensee for the purposes of settling litigation initiated hereunder or other related dispute that grants the infringer any rights under Patent Rights will comply with the requirements of Article 3 (Sublicenses). In no event may impair, damage Licensee admit liability or otherwise adversely affect the licence granted to Licensee under Clause 2.1, Licensee’s use wrongdoing on behalf of such licence, any Licensed Product, or any of Licensee’s rights/obligations hereunder, The Regents without Licensee’s The Regents’ prior written consent, which consent may not be unreasonably withheld or delayed. Any recovery obtained as a result of such action, whether by judgment, award, decree, or settlement, shall first be applied to reimbursement of University’s expenses in bringing such suit or proceeding (including expert, attorneys and court fees), and the balance shall be distributed between University and Licensee at a ratio of 65:35 in all cases which do not result in a sub-licence to a third party. If a suit or proceedings result in a sub-licence to a third party, then any recovery, whether by judgment, award, decree, or settlement, shall first be applied to reimbursement of University’s expenses in bringing such suit or proceeding (including expert, attorneys and court fees), and the balance to be paid to Licensee, provided that such balance shall be shared between University and Licensee according to the provisions in Clause 5.3 herein.

Patent Infringement. 9.1 (a) If either Party UC SAN DIEGO (based on actual knowledge of the licensing professional responsible for administering this Invention), or LICENSEE learns of potential infringement of commercial significance of any patent licensed under this Agreement, the knowledgeable party promptly will inform the other party of the infringement of a Prospective Patent, in any jurisdiction within the Territory, it shall so inform the other Party in writing, including any and provide evidence of such infringementinfringement available to the knowledgeable party (“Infringement Notice”). University may not In a jurisdiction where LICENSEE has exclusive rights under this Agreement, neither UNIVERSITY, nor LICENSEE will notify a third party (including the infringer) of infringement or put such third party on notice of the infringement existence of a Prospective Patent, save for its legal advisers, any Patent Rights without first obtaining consent of the other. UNIVERSITY and LICENSEE agree to discuss and determine how best to proceed. If LICENSEE notifies a third party of infringement or puts such third party on notice of the existence of any Patent Rights regarding such infringement without first obtaining the written consent of LicenseeUNIVERSITY and UNIVERSITY is sued for declaratory judgment (or its equivalent), which consent shall not be unreasonably denied or delayedUNIVERSITY will have the right to terminate this Agreement immediately, notwithstanding Paragraph 7. 1. Both Parties shall UNIVERSITY and LICENSEE will use their reasonable commercial diligent efforts in cooperation to cooperate with each other to terminate such infringement. 9.2 Licensee shall have the sole right, but not the obligation, infringement without litigation. Subject to institute, prosecute and control any action, suit or proceeding to enforce the Prospective Patent with respect to infringement of the Prospective Patent and to defend any declaratory judgment with respect thereto, in each case within the Territory (“Action”). University hereby agrees to assist and cooperate with Licensee, at Licensee’s expense (including payment for University’s expert’s time, and other expenses so long as such expenses are properly documented), to enable Licensee to prosecute and maintain such Action. University’s agreement to assist Licensee includes, at Licensee’s reasonable request and when it is required by law, government regulation or court order, University’s agreement to join or to procure its Affiliates to join as a nominal party to achieve sufficient legal standing for Licensee to prosecute and maintain such Action provided thatstatutory deadlines, if University participates in the Action only as a nominal party, University shall have no responsibility (other than to join as a nominal party) nor be liable for any costs or expenses in relation to or arising from such Action. For clarity, such liabilities for costs or expenses shall be the responsibility of Licensee. If Licensee invites University or its Affiliates to take a more active role (other than as a nominal party) in an Action as a co-party, University shall have its sole discretion to decide joining or infringement has not and on terms to be agreed with Licensee on a case by case basis. Licensee shall have the right to settle any Action or consent to an adverse judgment thereto, in its sole discretion, except that Licensee may not settle such action by agreeing to the invalidation of a Prospective Patent or any claim therein without University’s prior written consent. Any recovery obtained as a result of an Action, whether by judgment, award, decree or settlement, shall first be applied to reimbursement of Licensee’s expenses in bringing such suit or proceeding (including any attorneys, expert and court fees), and the balance shall be considered to be Net Sales Value, and subject to the royalty payments at ended within [***]% as set forth in Clause 5] of the effective date of the Infringement Notice, then LICENSEE may initiate suit (or earlier depending on an applicable statutory deadline to file); and, if such infringement has not ended within [***] of the effective date of the Infringement Notice, and LICENSEE has not initiated suit, then UNIVERSITY may initiate suit. Notwithstanding the remaining balance shall foregoing: (1) UNIVERSITY may not be recovered by Licensee as damages. 9.3 Subject to Clause 9.2, if University commences or defends joined in any suit or proceedings on without its own account, University shall do so at its own expense. University shall have the right to settle any such action or consent to an adverse judgment thereto, in its sole discretion, except that University may not settle such action that may impair, damage or otherwise adversely affect the licence granted to Licensee under Clause 2.1, Licensee’s use of such licence, any Licensed Product, or any of Licensee’s rights/obligations hereunder, without Licensee’s prior written consent, which consent ; (2) LICENSEE may not be unreasonably withheld admit liability or delayed. Any recovery obtained as wrongdoing on behalf of UNIVERSITY without its prior written consent; (3) Each party will cooperate with the other in litigation initiated under Paragraph 5.2, but at the expense of the party who initiated the suit; (4) If UNIVERSITY is joined in any suit under Paragraph 5.2, LICENSEE will pay all of UNIVERSITY’s costs; (5) If UNIVERSITY is a result of such action, whether by judgment, award, decree, or settlement, shall first be applied to reimbursement of University’s expenses in bringing such suit or proceeding (including expert, attorneys and court fees), and the balance shall be distributed between University and Licensee at a ratio of 65:35 in all cases which do not result in a sub-licence party to a third party. suit under Paragraph 5.2, then the recovery to UNIVERSITY will be greater than or equal to [***] of net recoveries; (6) Any agreement made by LICENSEE for purposes of settling litigation or other dispute regarding Patent Rights will comply with the requirements of Paragraph 2.2 (Sublicense); and (7) If a suit LICENSEE or proceedings result in a sub-licence to UC SAN DIEGO (but not both) sues a third partyparty for infringement of Patent Rights, then any recovery, whether by judgment, award, decree, or settlement, shall first be applied to reimbursement the non-suing party may not thereafter sue such infringer for the acts of University’s expenses infringement raised in bringing such suit or proceeding (including expert, attorneys and court fees), and the balance to be paid to Licensee, provided that such balance shall be shared between University and Licensee according to the provisions in Clause 5.3 hereinsuit.

Patent Infringement. 9.1 19.1 If either Party Licensee learns of the substantial infringement of a Prospective Patentany patent licensed under this Agreement, Licensee shall call The Regents' attention thereto in any jurisdiction within the Territory, it shall so inform the other Party in writing, including any writing and provide The Regents with reasonable evidence of such infringement. University may not Neither party will notify a third party of the infringement of a Prospective Patent, save for its legal advisers, any of Regents' Patent Rights without first obtaining written consent of Licenseethe other party, which consent shall will not be unreasonably denied or delayeddenied. Both Parties parties shall use their reasonable commercial efforts best efforts, including but not limited to arbitration, in cooperation with each other to terminate such infringementinfringement without litigation. 9.2 19.2 Licensee shall have may request that The Regents take legal action against the sole right, but not the obligation, to institute, prosecute and control any action, suit or proceeding to enforce the Prospective Patent with respect to infringement of the Prospective Regents' Patent Rights. Request must be in writing and must include reasonable evidence of infringement and damages to defend any declaratory judgment with respect thereto, in each case within the Territory (“Action”). University hereby agrees to assist and cooperate with Licensee, at Licensee’s expense (including payment for University’s expert’s time, and other expenses so long as such expenses are properly documented), to enable Licensee to prosecute and maintain such Action. University’s agreement to assist Licensee includes, at Licensee’s reasonable request and when it is required by law, government regulation or court order, University’s agreement to join or to procure its Affiliates to join as a nominal party to achieve sufficient legal standing for Licensee to prosecute and maintain such Action provided that, if University participates in the Action only as a nominal party, University shall have no responsibility (other than to join as a nominal party) nor be liable for any costs or expenses in relation to or arising from such Action. For clarity, such liabilities for costs or expenses shall be the responsibility of Licensee. If Licensee invites University or its Affiliates to take a more active role the infringing activity has not abated within ninety (other than as a nominal party90) in an Action as a co-partydays following the effective date of request, University shall have its sole discretion to decide joining or not and on terms to be agreed with Licensee on a case by case basis. Licensee shall have The Regents then has the right to settle any Action or consent to an adverse judgment thereto, in its sole discretion, except that Licensee may not settle such action by agreeing to the invalidation of a Prospective Patent or any claim therein without University’s prior written consent. Any recovery obtained as a result of an Action, whether by judgment, award, decree or settlement, shall first be applied to reimbursement of Licensee’s expenses in bringing such to: 19.2.1 commence suit or proceeding (including any attorneys, expert and court fees), and the balance shall be considered to be Net Sales Value, and subject to the royalty payments at [***]% as set forth in Clause 5, and the remaining balance shall be recovered by Licensee as damages. 9.3 Subject to Clause 9.2, if University commences or defends any suit or proceedings on its own account; or 19.2.2 refuse to participate in the suit, University and The Regents shall do so give notice of its election in writing to Licensee by the end of the one-hundredth (100th) day after receiving notice of written request from Licensee. Licensee may thereafter bring suit for patent infringement, at its own expense, if an only if The Regents elects not to commence suit and if the infringement occurred during the period and in a jurisdiction where Licensee had exclusive rights under this Agreement. University If, however, Licensee elects to bring suit in accordance with this paragraph, The Regents may thereafter join that suit at its own expense. 19.3 Legal action as is decided on will be at the expense or the party bringing suit and all recoveries recovered thereby will belong to the party bringing suit, but legal action brought jointly by The Regents and Licensee and fully participated in by both will be at the joint expense of the parties and all recoveries will be shared jointly by them in proportion to the share of expense paid by each party. 19.4 Each party shall have cooperate with the right to settle any such action or consent to an adverse judgment thereto, other in its sole discretionlitigation proceedings instituted hereunder but at the expense of the party bringing suit. Litigation will be controlled by the party bringing the suit, except that University The Regents may not settle such action that may impair, damage or otherwise adversely affect the licence granted to Licensee under Clause 2.1, be represented by counsel of its choice and at its expense in any suit brought by Licensee’s use of such licence, any Licensed Product, or any of Licensee’s rights/obligations hereunder, without Licensee’s prior written consent, which consent may not be unreasonably withheld or delayed. Any recovery obtained as a result of such action, whether by judgment, award, decree, or settlement, shall first be applied to reimbursement of University’s expenses in bringing such suit or proceeding (including expert, attorneys and court fees), and the balance shall be distributed between University and Licensee at a ratio of 65:35 in all cases which do not result in a sub-licence to a third party. If a suit or proceedings result in a sub-licence to a third party, then any recovery, whether by judgment, award, decree, or settlement, shall first be applied to reimbursement of University’s expenses in bringing such suit or proceeding (including expert, attorneys and court fees), and the balance to be paid to Licensee, provided that such balance shall be shared between University and Licensee according to the provisions in Clause 5.3 herein.

Patent Infringement. 9.1 (a) If either Party LICENSEE learns of the any substantial infringement of a Prospective PatentPatent Rights, in any jurisdiction within the Territory, it LICENSEE shall so inform the other Party in writing, including any UNIVERSITY and provide UNIVERSITY with reasonable evidence of such the infringement, and UNIVERSITY hereby agrees to take no action for at least ninety (90) days thereafter. University may not If UNIVERSITY, to the extent of the actual knowledge of the Licensing Officer responsible for administration of the Agreement, learns of any substantial infringement of Patent Rights, UNIVERSITY shall so inform LICENSEE and provide LICENSEE with reasonable evidence of the infringement, and LICENSEE hereby agrees to take no action for at least ninety (90) days thereafter. Neither party shall notify a third party of the infringement of a Prospective Patent, save for its legal advisers, Patent Rights without first obtaining written the consent of Licensee, which consent shall not be unreasonably denied or delayedthe other party. Both Parties parties shall use their reasonable commercial efforts in and cooperation with each other to terminate such infringementinfringement without litigation. 9.2 Licensee (b) If infringing activity of potential commercial significance by the infringer has not been abated within ninety (90) days following the date notice of such infringing activity is given to the other party pursuant to 5.2(a) above, the LICENSEE shall have the sole rightfirst right to institute suit for patent infringement against the infringer. UNIVERSITY may voluntarily join such suit at its own expense, but may not thereafter commence suit against the obligation, to institute, prosecute and control any action, infringer for the acts of infringement that are the subject of the Licensee's suit or proceeding any judgment rendered in that suit. The LICENSEE may not join UNIVERSITY in a suit initiated by the LICENSEE without UNIVERSITY's prior written consent, provided, however, that if UNIVERSITY is determined by a court to enforce the Prospective Patent with respect to infringement of the Prospective Patent and to defend be a necessary or required party in any declaratory judgment with respect theretosuch suit, then no consent shall be required. If, in each a suit initiated by the LICENSEE, UNIVERSITY is involuntarily joined other than by the LICENSEE, or if UNIVERSITY is joined because it is deemed to be a necessary or required party, the LICENSEE will pay any costs incurred by UNIVERSITY arising out of such suit, including but not limited to, any reasonable legal fees of counsel that UNIVERSITY selects and retains to represent it in the suit. (c) Subject to the immediately following sentence, recoveries from actions brought by LICENSEE pursuant to Paragraph 5.2(b) shall belong to the LICENSEE, provided, however, that the amount such recoveries exceed LICENSEE's expenses (and UNIVERSITY's expenses if it voluntarily joins such suit, in which case within the Territory (“Action”). University hereby agrees to assist and cooperate with Licensee, at Licensee’s expense (including payment for University’s expert’s time, and other UNIVERSITY shall be reimbursed its expenses so long as if such expenses are properly documentednot otherwise awarded to UNIVERSITY) for such actions (the "Net Award") shall be (i) subject to the royalty in Paragraph 3.1(g) above if the Net Award of any such recovery is considered to be the recovery of LICENSEE's "Net Profits" that were lost due to the infringing activity or if the court does not specify how the amount of recovery was calculated, and such recovery includes the royalties that would have been paid to UNIVERSITY, for cases in which the UNIVERSITY is not a party, or (ii) subject to the sublicensing royalties in Paragraph 3.l(e) or 3.l(f) above as may be appropriate if the Net Award is considered to be "royalties" payable to LICENSEE as if in a LICENSEE-Sublicensee relationship, for all cases whether or not UNIVERSITY is a party, or (iii) to the extent the immediately preceding subparagraph (ii) does not apply, shared proportionately according to costs borne by each party if the UNIVERSITY voluntarily joins or is involuntarily joined as a party, provided, however, that in this scenario, UNIVERSITY shall receive a minimum of 5% of the Net Award if the UNIVERSITY is not otherwise awarded the royalties that would have been paid to UNIVERSITY. In a LICENSEE initiated suit to which the UNIVERSITY is a party (whether voluntarily or involuntarily), to enable Licensee to prosecute and maintain such Action. University’s agreement to assist Licensee includesenhanced damages, at Licensee’s reasonable request and when it is required by law, government regulation or court order, University’s agreement to join or to procure its Affiliates to join i.e. damages assessed against the infringer(s) as a nominal party to achieve sufficient legal standing for Licensee to prosecute and maintain such Action provided that, if University participates in the Action only as a nominal party, University shall have no responsibility (other than to join as a nominal party) nor be liable for any costs or expenses in relation to or arising from such Action. For claritypenalty, such liabilities as trebling of damages for costs willful infringement should be shared 50/50 between the LICENSEE and the UNIVERSITY after all expenses for each party have been paid or expenses shall be the responsibility of Licenseereimbursed. If Licensee invites University or its Affiliates LICENSEE has not initiated any action to take a more active role xxxxx the infringing activity within ninety (90) days after the expiration of the ninety (90) days after notice of such infringing activity is given to the other than as a nominal partyparty pursuant to 5.2(a) in an Action as a co-partyabove, University shall have its sole discretion to decide joining or not and on terms to be agreed with Licensee on a case by case basis. Licensee then UNIVERSITY shall have the right to settle any Action or consent bring such suit, and recoveries from such actions brought by UNIVERSITY shall belong entirely to an adverse judgment thereto, UNIVERSITY. (d) Each party shall cooperate with the other in its sole discretionlitigation proceedings at the expense of the party bringing suit. Litigation shall be controlled by the party bringing the suit, except that Licensee UNIVERSITY may not settle be represented by counsel of its choice in any suit brought by LICENSEE. Except as amended and set forth above, the Agreement shall continue in full force and effect. This Amendment may be executed in any number of counterparts, each of which will be deemed an original, and all of which together shall constitute one instrument. If one or more provisions of this Amendment are held to be unenforceable under applicable law, such action by agreeing to the invalidation of a Prospective Patent or any claim therein without University’s prior written consent. Any recovery obtained as a result of an Action, whether by judgment, award, decree or settlement, provision shall first be applied to reimbursement of Licensee’s expenses in bringing such suit or proceeding (including any attorneys, expert and court fees), excluded from this Amendment and the balance of the Amendment shall be considered interpreted as if such provision was so excluded and shall be enforceable in accordance with its terms. This Amendment, together with the Agreement, constitutes the full and entire understanding and agreement between the parties with regard to the subjects hereof and thereof. This Amendment shall be governed by and construed under the laws of the State of California as applied to agreements among California residents entered into and to be Net Sales Value, and subject to the royalty payments at [***]% as set forth in Clause 5, and the remaining balance shall be recovered by Licensee as damagesperformed entirely within California. 9.3 Subject to Clause 9.2, if University commences or defends any suit or proceedings on its own account, University shall do so at its own expense. University shall have the right to settle any such action or consent to an adverse judgment thereto, in its sole discretion, except that University may not settle such action that may impair, damage or otherwise adversely affect the licence granted to Licensee under Clause 2.1, Licensee’s use of such licence, any Licensed Product, or any of Licensee’s rights/obligations hereunder, without Licensee’s prior written consent, which consent may not be unreasonably withheld or delayed. Any recovery obtained as a result of such action, whether by judgment, award, decree, or settlement, shall first be applied to reimbursement of University’s expenses in bringing such suit or proceeding (including expert, attorneys and court fees), and the balance shall be distributed between University and Licensee at a ratio of 65:35 in all cases which do not result in a sub-licence to a third party. If a suit or proceedings result in a sub-licence to a third party, then any recovery, whether by judgment, award, decree, or settlement, shall first be applied to reimbursement of University’s expenses in bringing such suit or proceeding (including expert, attorneys and court fees), and the balance to be paid to Licensee, provided that such balance shall be shared between University and Licensee according to the provisions in Clause 5.3 herein.

Patent Infringement. 9.1 19.1 If either Party Licensee learns of the infringement of a Prospective Patentany patent within Regents' Patent Rights, then Licensee shall call The Regents' attention thereto in any jurisdiction within the Territory, it shall so inform the other Party in writing, including any writing and provide The Regents with reasonable evidence of such infringement. University may not Neither party will notify a third party of the infringement of a Prospective Patent, save for its legal advisers, any of Regents' Patent Rights without first obtaining written consent of Licenseethe other party, which consent shall will not be unreasonably denied or delayeddenied. Both Parties parties shall use their reasonable commercial efforts in cooperation with each other to terminate such infringementinfringement without litigation. 9.2 19.2 Licensee shall have may request that The Regents take legal action against the sole right, but not the obligation, to institute, prosecute and control any action, suit or proceeding to enforce the Prospective Patent with respect to infringement of the Prospective Regents' Patent Rights, Such request must be in writing and must include reasonable evidence of infringement and damages to defend any declaratory judgment with respect thereto, in each case within the Territory (“Action”). University hereby agrees to assist and cooperate with Licensee, at Licensee’s expense (including payment for University’s expert’s time, and other expenses so long as such expenses are properly documented), to enable Licensee to prosecute and maintain such Action. University’s agreement to assist Licensee includes, at Licensee’s reasonable request and when it is required by law, government regulation or court order, University’s agreement to join or to procure its Affiliates to join as a nominal party to achieve sufficient legal standing for Licensee to prosecute and maintain such Action provided that, if University participates in the Action only as a nominal party, University shall have no responsibility (other than to join as a nominal party) nor be liable for any costs or expenses in relation to or arising from such Action. For clarity, such liabilities for costs or expenses shall be the responsibility of Licensee. If Licensee invites University or its Affiliates to take a more active role the infringing activity has not abated within ninety (other than as a nominal party90) in an Action as a co-partydays following the date of request, University shall have its sole discretion to decide joining or not and on terms to be agreed with Licensee on a case by case basis. Licensee shall have then The Regents has the right to settle any Action or consent to an adverse judgment thereto, in its sole discretion, except that Licensee may not settle such action by agreeing to the invalidation of a Prospective Patent or any claim therein without University’s prior written consent. Any recovery obtained as a result of an Action, whether by judgment, award, decree or settlement, shall first be applied to reimbursement of Licensee’s expenses in bringing such to: (a) commence suit or proceeding (including any attorneys, expert and court fees), and the balance shall be considered to be Net Sales Value, and subject to the royalty payments at [***]% as set forth in Clause 5, and the remaining balance shall be recovered by Licensee as damages. 9.3 Subject to Clause 9.2, if University commences or defends any suit or proceedings on its own account; or (b) refuse to participate in the suit, University and The Regents shall do so give notice of its election in writing to Licensee by the end of the one- hundredth (100th) day after receiving notice of written request from Licensee. Licensee may thereafter bring suit for patent infringement, at its own expense, if and only if The Regents elects not to commence suit and if the infringement occurred during the period and in a jurisdiction where Licensee had exclusive rights under this Agreement. If, however, Licensee elects to bring suit in accordance with this Paragraph 19.2, then The Regents may thereafter join that suit at its own expense. University shall have Licensee agrees not to bring suit for patent infringement without following the right procedures of this Paragraph, and both parties agree to settle any such action or consent to be bound by an adverse judgment thereto, in its sole discretion, except that University may not settle such action that may impair, damage or otherwise adversely affect the licence granted to Licensee under Clause 2.1, Licensee’s use order of such licence, any Licensed Product, or any of Licensee’s rights/obligations hereunder, without Licensee’s prior written consent, which consent may not be unreasonably withheld or delayed. Any recovery obtained a court issued as a result of such a suit brought under this Paragraph as to any findings concerning patent infringement, patent infringement issues and patent infringement defenses raised through a suit under this Paragraph. 19.3 Legal action, whether as is decided on, will be at the expense of the party bringing suit and all damages recovered thereby will belong to the party bringing suit, but legal action brought jointly by judgment, award, decree, or settlement, shall first be applied to reimbursement of University’s expenses in bringing such suit or proceeding (including expert, attorneys and court fees), and the balance shall be distributed between University The Regents and Licensee will be at a ratio the joint expense of 65:35 in the parties and all cases which do not result in a sub-licence to a third party. If a suit or proceedings result in a sub-licence to a third party, then any recovery, whether by judgment, award, decree, or settlement, shall first be applied to reimbursement of University’s expenses in bringing such suit or proceeding (including expert, attorneys and court fees), and the balance to be paid to Licensee, provided that such balance shall recoveries will be shared between University and Licensee according jointly by them in proportion to the provisions share of expense paid by each party. 19.4 Each party shall cooperate with the other in Clause 5.3 hereinlitigation proceedings instituted hereunder but at the expense of the party bringing suit. Litigation will be controlled by the party bringing the suit, except that The Regents may be represented by counsel of its choice in any suit brought by Licensee.

Patent Infringement. 9.1 If either Party learns 15.1 Each party shall promptly notify the other party upon becoming aware of any third party infringement of the infringement of Princeton Patent Rights. Licensee shall have the sole and exclusive right to enforce (or defend a Prospective Patentdeclaratory judgment action against) the Princeton Patent Rights against third parties, in any jurisdiction within provided, that no settlement may be entered into without the Territory, it shall so inform the other Party in writing, including any evidence of such infringement. University may not notify a third party of the infringement of a Prospective Patent, save for its legal advisers, without first obtaining prior written consent of Princeton, such consent not to be unreasonably withheld, conditioned or delayed, provided, however, that such consent shall not be required so long as: (i) the terms of such settlement do not create obligations or liabilities of Princeton and (ii) such settlement would not have a material adverse impact on royalties paid to Princeton under this Agreement. Licensee shall consult with Princeton to develop a strategy regarding any such legal action and keep Princeton reasonably informed as to the progress thereof. Princeton shall have the right to review and comment on all material documents filed in the legal action to enforce or defend the Princeton Patent Rights. To that end, Licensee shall instruct such outside counsel to furnish Princeton with a reasonably complete draft of each such submission in any such legal action no later than ten (10) days prior to the date such submission is proposed to be made, or if given less than ten (10) days to submit as soon as practicable, and Licensee will reasonably consider in good faith Princeton’s comments thereon. Additionally, Licensee shall instruct such outside counsel to provide Princeton with a copy of each such submission made to and material document received in such legal action regarding Princeton Patent Rights reasonably promptly after making such filing or receiving such document. Princeton hereby agrees that Licensee’s right to enforce (or defend) the Princeton Patent Rights against third parties under this Article 15 includes the right to assign or delegate any part of or all of such right to Amgen. 15.2 For any action to terminate any third party infringement of the Princeton Patent Rights, which in the event that Licensee is unable to initiate or prosecute any action solely in its own name or if it is otherwise advisable to join Princeton as a party to such action to obtain an effective remedy, then Licensee may ask Princeton to join such action voluntarily (at Licensee’s expense). Unless it is determined that Princeton is an indispensable party to such action, Princeton can refuse its consent to be joined but such consent shall not be unreasonably denied withheld, conditioned or delayed. Both Parties shall use their reasonable commercial efforts in cooperation with each other Princeton will execute all documents necessary for Licensee to terminate such infringement. 9.2 Licensee shall have the sole right, but not the obligation, to instituteinitiate, prosecute and control any and/or maintain such action, suit or proceeding to enforce the Prospective Patent . Princeton shall reasonably cooperate with Licensee with respect to the investigation and prosecution of such third party infringement by Licensee. Recoveries in any actions under this Article 15 shall be used first to reimburse the Parties’ reasonable costs and expenses (including attorneys’ fees) for such action and the greater of i) 2% of the Prospective Patent and remainder or ii) royalties due to defend Princeton under this Agreement to the extent that any declaratory judgment with respect theretorecoveries paid to Licensee are attributable to lost Net Sales of a Licensed Product, shall be distributed to Princeton. 15.3 Each party shall promptly notify the other party in each case within the Territory (“Action”). University hereby agrees to assist and cooperate with Licenseewriting of any claim of, at Licenseeor action for, a third party’s expense (including payment for Universitychallenge of Princeton’s expert’s timeexclusive right, and other expenses so long as such expenses are properly documented), to enable Licensee to prosecute and maintain such Action. University’s agreement to assist Licensee includes, at Licensee’s reasonable request and when it is required by law, government regulation title or court order, University’s agreement to join or to procure its Affiliates to join as a nominal party to achieve sufficient legal standing for Licensee to prosecute and maintain such Action provided that, if University participates interest in the Action only as a nominal party, University shall have no responsibility (other than to join as a nominal party) nor be liable for any costs or expenses in relation to or arising from such Action. For clarity, such liabilities for costs or expenses shall be the responsibility of Licensee. If Licensee invites University or its Affiliates to take a more active role (other than as a nominal party) in an Action as a co-party, University shall have its sole discretion to decide joining or not and on terms to be agreed with Licensee on a case by case basisInventions. Licensee shall have the right to settle any Action or consent to an adverse judgment theretoshall, in its sole discretion, except that Licensee may not settle such action by agreeing to the invalidation of a Prospective Patent or any claim therein without University’s prior written consent. Any recovery obtained as a result of an Action, whether by judgment, award, decree or settlement, shall first be applied to reimbursement of Licensee’s expenses in bringing such suit or proceeding (including any attorneys, expert and court fees), and the balance shall be considered to be Net Sales Value, and subject to the royalty payments at [***]% as set forth in Clause 5, and the remaining balance shall be recovered by Licensee as damages. 9.3 Subject to Clause 9.2, if University commences or defends any suit or proceedings on its own account, University shall do so at its own expense. University shall , have the sole and exclusive right to settle defend all such third party claims provided, that no settlement may be entered into without the prior written consent of Princeton, such consent not to be unreasonably withheld, conditioned or delayed, if such settlement would have a material adverse impact on royalties paid to Princeton under Section 5.1 of this Agreement. In any such suit, action or consent proceeding referred to an adverse judgment theretoin this Section 15.3, Princeton shall reasonably cooperate with Licensee and provide such assistance and information as reasonably requested in connection with such matter. In the event that Princeton acquires or establishes any right, title or interest in patent rights of Dr. Xxxxxxxx Xxxx, of The University of Texas Southwestern relating to the Inventions, such rights shall be deemed Princeton Patent Rights for purposes of this Agreement and Princeton shall grant exclusivity to all of its sole discretionrights therein to Licensee. 15.4 Notwithstanding anything else in this Agreement, except that University may Licensee shall not settle such action that may impairmake a claim including by lawsuit, damage counterclaim or otherwise adversely affect for patent infringement against any academic institution or non-profit research institution under the licence granted to Licensee under Clause 2.1, Licensee’s use of such licence, any Licensed Product, or any of Licensee’s rights/obligations hereunder, Princeton Patent Rights without LicenseePrinceton’s prior written consent, which consent may not be unreasonably withheld or delayed. Any recovery obtained as a result of such action, whether by judgment, award, decree, or settlement, shall first be applied to reimbursement of University’s expenses in bringing such suit or proceeding (including expert, attorneys and court fees), and the balance shall be distributed between University and Licensee at a ratio of 65:35 in all cases which do not result in a sub-licence to a third party. If a suit or proceedings result in a sub-licence to a third party, then any recovery, whether by judgment, award, decree, or settlement, shall first be applied to reimbursement of University’s expenses in bringing such suit or proceeding (including expert, attorneys and court fees), and the balance to be paid to Licensee, provided that such balance shall be shared between University and Licensee according to the provisions in Clause 5.3 hereinConsent.

Patent Infringement. 9.1 (a) If either Party learns of the any infringement of a Prospective PatentPatent Rights, in any jurisdiction within the Territory, it such Party shall so inform the other Party in writing, including any writing and provide all reasonable available evidence of such infringement. University may Both Parties shall co-operate and use all Commercially Reasonable Efforts to terminate the infringement first by way of amicable settlement without litigation. (b) To the extent it is not notify a possible to terminate such infringement by way of amicable settlement within [***] upon written notification by the LICENSEE to the UNIVERSITY under (a) above), LICENSEE is entitled but not bound to request UNIVERSITY to take legal action against such third party of for the infringement of a Prospective PatentPatent Rights at the UNIVERSITY’S expense. Such request shall be made in writing and shall include reasonable evidence of such infringement and damages to LICENSEE. If the infringing activity has not abated [***] following LICENSEE’S written request, save UNIVERSITY shall elect to or not to commence suit on its own account. UNIVERSITY shall give notice of its election in writing to LICENSEE by the end of the [***] after receiving notice of such request from LICENSEE. Thereafter, LICENSEE may bring suit for patent infringement at its legal advisersown expense to the extent UNIVERSITY elects not to commence suit and the infringement occurred in any country of the Territory where LICENSEE has an exclusive license under this Agreement. University shall give all necessary powers for instituting infringement proceedings. If LICENSEE elects to bring suit, without first obtaining written consent UNIVERSITY may join that suit at its own expense. If however UNIVERSITY joins such suit on demand of LicenseeLICENSEE because it is legally necessary, which consent all costs including attorney’s fees shall not be unreasonably denied or delayed. Both Parties shall use their reasonable commercial efforts in cooperation with each other to terminate such infringementat expense of LICENSEE. 9.2 Licensee (c) Recoveries from actions brought pursuant to Paragraph 6.2(b) shall have belong to the sole right, but not Party bringing suit at its own expense except that in the obligation, to institute, prosecute and control any action, event that LICENSEE brings suit or proceeding to enforce the Prospective Patent with respect to for infringement of Patent Rights at its own expense and an acceptable settlement is entered into or monetary damages are awarded in a final non-appealable judgment to the Prospective Patent and to defend any declaratory judgment with respect theretoLICENSEE, in each case within the Territory (“Action”). University hereby agrees to assist and cooperate with Licensee, at Licensee’s expense (including payment for University’s expert’s time, and other expenses so long as such expenses are properly documented), to enable Licensee to prosecute and maintain such Action. University’s agreement to assist Licensee includes, at Licensee’s reasonable request and when it is required by law, government regulation or court order, University’s agreement to join or to procure its Affiliates to join as a nominal party to achieve sufficient legal standing for Licensee to prosecute and maintain such Action provided that, if University participates in the Action only as a nominal party, University UNIVERSITY shall have no responsibility (other than to join as a nominal party) nor be liable reimbursed for any costs or expenses in relation amount which would have been due to or arising from such ActionUNIVERSITY under CONFIDENTIAL TREATMENT REQUESTED. For clarity, such liabilities for costs or expenses shall be the responsibility of Licensee. If Licensee invites University or its Affiliates to take a more active role (other than as a nominal party) in an Action as a co-party, University shall have its sole discretion to decide joining or not and on terms to be agreed with Licensee on a case by case basis. Licensee shall have the right to settle any Action or consent to an adverse judgment thereto, in its sole discretion, except that Licensee may not settle such action by agreeing to the invalidation of a Prospective Patent or any claim therein without University’s prior written consent. Any recovery obtained as a result of an Action, whether by judgment, award, decree or settlement, shall first be applied to reimbursement of Licensee’s expenses in bringing such suit or proceeding (including any attorneys, expert and court fees), and the balance shall be considered to be Net Sales Value, and subject to the royalty payments at INFORMATION FOR WHICH CONFIDENTIAL TREATMENT HAS BEEN REQUESTED IS OMITTED AND MARKED WITH “[***]% as set forth ”. AN UNREDACTED VERSION OF THE DOCUMENT HAS ALSO BEEN FURNISHED SEPARATELY TO THE SECURITIES AND EXCHANGE COMMISSION AS REQUIRED BY RULE 406 UNDER THE SECURITIES ACT OF 1933, AS AMENDED. this Agreement if such monetary damages had been sublicense consideration received by the LICENSEE from any sublicensee on the terms and conditions hereof. Legal actions brought jointly by UNIVERSITY and LICENSEE and fully participated in Clause 5, and the remaining balance by both shall be recovered at the separate expense of each of the Parties and all recoveries shall be shared severally by Licensee as damagesthem in proportion to their respective share of expense paid by each such Party. 9.3 Subject to Clause 9.2(d) Each party shall cooperate with the other in litigation proceedings at the expense of the party bringing suit. Litigation shall be controlled by the party bringing the suit, if University commences or defends any suit or proceedings on its own accountexcept that UNIVERSITY may be represented, University shall do so at its own expense. University shall have the right to settle cost, by counsel of its choice in any such action or consent to an adverse judgment thereto, in its sole discretion, except that University may not settle such action that may impair, damage or otherwise adversely affect the licence granted to Licensee under Clause 2.1, Licensee’s use of such licence, any Licensed Product, or any of Licensee’s rights/obligations hereunder, without Licensee’s prior written consent, which consent may not be unreasonably withheld or delayed. Any recovery obtained as a result of such action, whether suit brought by judgment, award, decree, or settlement, shall first be applied to reimbursement of University’s expenses in bringing such suit or proceeding (including expert, attorneys and court fees), and the balance shall be distributed between University and Licensee at a ratio of 65:35 in all cases which do not result in a sub-licence to a third party. If a suit or proceedings result in a sub-licence to a third party, then any recovery, whether by judgment, award, decree, or settlement, shall first be applied to reimbursement of University’s expenses in bringing such suit or proceeding (including expert, attorneys and court fees), and the balance to be paid to Licensee, provided that such balance shall be shared between University and Licensee according to the provisions in Clause 5.3 hereinLICENSEE.

Patent Infringement. 9.1 (a) If either LICENSEE learns of any substantial infringement of Patent Rights, LICENSEE shall so inform UNIVERSITY and provide UNIVERSITY with reasonable evidence of the infringement. Neither UNIVERSITY nor LICENSEE shall notify a Third Party learns of the infringement of a Prospective Patent, Patent Rights without the consent of the other. Both UNIVERSITY and LICENSEE shall use reasonable efforts and cooperation to terminate infringement without litigation. (b) LICENSEE may request UNIVERSITY to take legal action against such Third Party for the infringement of Patent Rights. Such request shall be made in any jurisdiction within the Territory, it writing and shall so inform the other Party in writing, including any include reasonable evidence of such infringement. University may not notify a third party of the infringement of a Prospective Patent, save for its legal advisers, without first obtaining written consent of Licensee, which consent shall not be unreasonably denied or delayed. Both Parties shall use their reasonable commercial efforts in cooperation with each other and damages to terminate such infringement. 9.2 Licensee shall have the sole right, but not the obligation, to institute, prosecute and control any action, suit or proceeding to enforce the Prospective Patent with respect to infringement of the Prospective Patent and to defend any declaratory judgment with respect thereto, in each case within the Territory (“Action”). University hereby agrees to assist and cooperate with Licensee, at Licensee’s expense (including payment for University’s expert’s time, and other expenses so long as such expenses are properly documented), to enable Licensee to prosecute and maintain such Action. University’s agreement to assist Licensee includes, at Licensee’s reasonable request and when it is required by law, government regulation or court order, University’s agreement to join or to procure its Affiliates to join as a nominal party to achieve sufficient legal standing for Licensee to prosecute and maintain such Action provided that, if University participates in the Action only as a nominal party, University shall have no responsibility (other than to join as a nominal party) nor be liable for any costs or expenses in relation to or arising from such Action. For clarity, such liabilities for costs or expenses shall be the responsibility of LicenseeLICENSEE. If Licensee invites University or its Affiliates to take a more active role the infringing activity has not abated ninety (other than as a nominal party90) in an Action as a co-partydays following LICENSEE’s request, University shall have its sole discretion to decide joining or not and on terms to be agreed with Licensee on a case by case basis. Licensee UNIVERSITY shall have the right to settle any Action or consent commence suit on its own account. UNIVERSITY shall give notice of its election to an adverse judgment thereto, commence suit in writing to LICENSEE by the end of the one-hundredth (100th) day after receiving notice of such request from LICENSEE. LICENSEE may elect to join in that suit at its sole discretion, except that Licensee may own expense. Should UNIVERSITY not settle such action by agreeing to the invalidation of a Prospective Patent or any claim therein without University’s prior written consent. Any recovery obtained as a result of an Action, whether by judgment, award, decree or settlement, shall first be applied to reimbursement of Licensee’s expenses in bringing such commence suit or proceeding (including any attorneys, expert and court fees), and the balance shall be considered to be Net Sales Value, and subject to the royalty payments at [***]% as set forth in Clause 5, and the remaining balance shall be recovered by Licensee as damages. 9.3 Subject to Clause 9.2, if University commences or defends any suit or proceedings on its own account, University shall do so LICENSEE may thereafter bring suit for patent infringement at its own expense, if the infringement occurred in a jurisdiction where LICENSEE has an exclusive license under this Agreement. University If LICENSEE elects to bring suit, UNIVERSITY may join that suit at its own expense. (c) Recoveries from actions brought pursuant to Paragraph 5.2(b) shall have belong to the right party (UNIVERSITY or LICENSEE) bringing suit and bearing the expenses of the litigation. Legal actions brought jointly by UNIVERSITY and LICENSEE and fully participated in by both shall be at the joint expense of the parties and all recoveries shall be shared jointly by them in proportion to settle any such action or consent to an adverse judgment thereto, the share of expense paid by each party. (d) UNIVERSITY and LICENSEE shall cooperate with each other in its sole discretionlitigation proceedings at the expense of the party bringing suit. Litigation shall be controlled by the party bringing the suit, except that University either party may not settle such action that may impair, damage or otherwise adversely affect be represented by counsel of its choice in any suit brought by the licence granted to Licensee under Clause 2.1, Licensee’s use of such licence, any Licensed Product, or any of Licensee’s rights/obligations hereunder, without Licensee’s prior written consent, which consent may not be unreasonably withheld or delayed. Any recovery obtained as a result of such action, whether by judgment, award, decree, or settlement, shall first be applied to reimbursement of University’s expenses in bringing such suit or proceeding (including expert, attorneys and court fees), and the balance shall be distributed between University and Licensee at a ratio of 65:35 in all cases which do not result in a sub-licence to a third other party. If a suit or proceedings result in a sub-licence to a third party, then any recovery, whether by judgment, award, decree, or settlement, shall first be applied to reimbursement of University’s expenses in bringing such suit or proceeding (including expert, attorneys and court fees), and the balance to be paid to Licensee, provided that such balance shall be shared between University and Licensee according to the provisions in Clause 5.3 herein.

Patent Infringement. 9.1 11.1 If either Party party learns of the substantial infringement of a Prospective Patentany patent licensed under this Agreement, in any jurisdiction within the Territory, it then such party shall so inform call the other Party party’s attention thereto in writing, including any writing and provide such other party with reasonable evidence of such infringement. University may not Neither party will notify a third party of the infringement of a Prospective Patent, save for its legal advisers, any of Licensor’s Patent Rights without first obtaining written consent of Licenseethe other party, which consent shall will not be unreasonably denied denied, conditioned or delayed. Both Parties parties shall use their commercially reasonable commercial efforts in cooperation with each other to terminate such infringementinfringement without litigation. 9.2 11.2 Licensee shall have may request that Licensor take legal action against the sole right, but not the obligation, to institute, prosecute and control any action, suit or proceeding to enforce the Prospective Patent with respect to infringement of the Prospective Licensor’s Patent Rights. Such request must be in writing and must include reasonable evidence of infringement and damages to defend any declaratory judgment with respect thereto, in each case within the Territory (“Action”). University hereby agrees to assist and cooperate with Licensee, at Licensee’s expense (including payment for University’s expert’s time, and other expenses so long as such expenses are properly documented), to enable Licensee to prosecute and maintain such Action. University’s agreement to assist Licensee includes, at Licensee’s reasonable request and when it is required by law, government regulation or court order, University’s agreement to join or to procure its Affiliates to join as a nominal party to achieve sufficient legal standing for Licensee to prosecute and maintain such Action provided that, if University participates in the Action only as a nominal party, University shall have no responsibility (other than to join as a nominal party) nor be liable for any costs or expenses in relation to or arising from such Action. For clarity, such liabilities for costs or expenses shall be the responsibility of Licensee. If Licensee invites University or its Affiliates to take a more active role (other than as a nominal party) in an Action as a co-partythe infringing activity has not abated within 90 days following the effective date of request, University shall have its sole discretion to decide joining or not and on terms to be agreed with Licensee on a case by case basis. Licensee shall have then Licensor has the right to settle any Action or consent to an adverse judgment thereto, in its sole discretion, except that Licensee may not settle such action by agreeing to the invalidation of a Prospective Patent or any claim therein without University’s prior written consent. Any recovery obtained as a result of an Action, whether by judgment, award, decree or settlement, shall first be applied to reimbursement of Licensee’s expenses in bringing such to: 11.2.1 commence suit or proceeding (including any attorneys, expert and court fees), and the balance shall be considered to be Net Sales Value, and subject to the royalty payments at [***]% as set forth in Clause 5, and the remaining balance shall be recovered by Licensee as damages. 9.3 Subject to Clause 9.2, if University commences or defends any suit or proceedings on its own account; or 11.2.2 refuse to commence suit, University in which case Licensor shall do so give notice of its election in writing to Licensee by the end of the 100th day after receiving notice of written request from Licensee. Licensee may thereafter bring suit for patent infringement, at its own expense, if and only if, Licensor elects not to commence suit and if the infringement occurred during the period and in a jurisdiction where Licensee had exclusive rights under this Agreement. If Licensee elects to bring suit in accordance with this Paragraph 11.2, then Licensor may thereafter at its option join that suit at its own expense. University shall have However, if licensor does not voluntarily join the right suit, Licensor agrees to settle any be joined as a party to the suit at the request of the licensee. In such an event, licensee will pay the costs involved in joining the Licensor to the suit. Each party agrees not to bring suit for patent infringement without following the procedures of this Paragraph 11.2, and both parties agree to be bound by an order of a court for patent infringement, patent infringement issues and patent infringement defenses as determined through such a suit under this Paragraph 11.2. 11.3 If Licensor elects not to commence suit, legal action or consent to an adverse judgment thereto, in its sole discretion, except that University may not settle such action that may impair, damage or otherwise adversely affect the licence granted to Licensee under Clause 2.1, will be at Licensee’s use expense and Licensee shall retain all damages recovered thereby. Otherwise, legal action brought by Licensor and fully participated in by both parties will be at the joint and equal expense of the parties and all recoveries from such licence, any Licensed Product, or any of Licensee’s rights/obligations hereunder, without Licensee’s prior written consent, which consent may not be unreasonably withheld or delayed. Any recovery obtained as a result of such action, whether by judgment, award, decree, or settlement, shall suit will first be applied to reimbursement the litigation costs and fees of University’s expenses the parties bringing suit. 11.4 Each party shall cooperate with the other in litigation proceedings instituted hereunder but at the expense of the party bringing such suit. Litigation will be controlled by the party bringing the suit, except that Licensor may be represented by counsel of its choice in any suit or proceeding (including expert, attorneys and court fees), and the balance shall be distributed between University and Licensee at a ratio of 65:35 in all cases which do not result in a sub-licence to a third party. If a suit or proceedings result in a sub-licence to a third party, then any recovery, whether brought by judgment, award, decree, or settlement, shall first be applied to reimbursement of University’s expenses in bringing such suit or proceeding (including expert, attorneys and court fees), and the balance to be paid to Licensee, provided that such balance shall be shared between University and Licensee according to the provisions in Clause 5.3 herein.

Patent Infringement. 9.1 If It either Party learns of the infringement of a Prospective Patent, in any jurisdiction within the Territory, it shall so inform the other Party in writing, including any evidence of such infringement. University may not notify a third party of the infringement of a Prospective Patent, save for its legal advisers, without first obtaining written consent of Licensee, which consent shall not be unreasonably denied or delayed. Both Parties shall use their reasonable commercial efforts in cooperation with each other to terminate such infringement. 9.2 Licensee shall have the sole right, but not the obligation, to institute, prosecute and control any action, suit or proceeding to enforce the Prospective Patent with respect to infringement of the Prospective Patent and to defend any declaratory judgment with respect thereto, in each case within the Territory (“Action”). University hereby agrees to assist and cooperate with Licensee, at Licensee’s expense (including payment for University’s expert’s time, and other expenses so long as such expenses are properly documented), to enable Licensee to prosecute and maintain such Action. University’s agreement to assist Licensee includes, at Licensee’s reasonable request and when it is required by law, government regulation or court order, University’s agreement to join or to procure its Affiliates to join as a nominal party to achieve sufficient legal standing for Licensee to prosecute and maintain such Action provided that, if University participates in the Action only as a nominal party, University shall have no responsibility (other than to join as a nominal party) nor be liable for any costs or expenses in relation to or arising from such Action. For clarity, such liabilities for costs or expenses shall be the responsibility of Licensee. If Licensee invites University or its Affiliates to take a more active role (other than as a nominal party) in an Action as a co-party, University shall have its sole discretion to decide joining or not and on terms to be agreed with Licensee on a case by case basis. Licensee shall have the right to settle any Action or consent to an adverse judgment thereto, in its sole discretion, except that Licensee may not settle such action by agreeing to the invalidation of a Prospective Patent or any claim therein without University’s prior written consent. Any recovery obtained as a result of an Action, whether by judgment, award, decree or settlement, shall first be applied to reimbursement of Licensee’s expenses in bringing such suit or proceeding (including any attorneys, expert and court fees), and the balance shall be considered to be Net Sales Value, and subject to the royalty payments at [***]% as set forth in Clause 5, and the remaining balance shall be recovered by Licensee as damages. . 9.3 Subject to Clause 9.2, if University commences or defends any suit or proceedings on its own account, University shall do so at its own expense. University shall have the right to settle any such action or consent to an adverse judgment thereto, in its sole discretion, except that University may not settle such action that may impair, damage or otherwise adversely affect the licence granted to Licensee under Clause 2.1, Licensee’s use of such licence, any Licensed Product, or any of Licensee’s rights/obligations hereunder, without Licensee’s prior written consent, which consent may not be unreasonably withheld or delayed. Any recovery obtained as a result of such action, whether by judgment, award, decree, or settlement, shall first be applied to reimbursement of University’s expenses in bringing such suit or proceeding (including expert, attorneys and court fees), and the balance shall shalt be distributed between University and Licensee at a ratio of 65:35 in all cases which do not result in a sub-licence to a third party. If a suit or proceedings result in a sub-licence to a third party, then any recovery, whether by judgment, award, decree, or settlement, shall first be applied to reimbursement of University’s expenses in bringing such suit or proceeding (including suitor proceeding(including expert, attorneys and court fees), and the balance to be paid to Licensee, provided that such balance shall be shared between University and Licensee according to the provisions in Clause 5.3 herein.

Patent Infringement. 9.1 If either Party learns (a) Each party shall promptly advise the other party in writing of any known acts of potential infringement of the infringement of a Prospective Patent, in any jurisdiction within the Territory, it shall so inform the other Party in writing, including any evidence of such infringement. University may not notify PATENTS by a third party party. Licensee has the first option to police the PATENTS against infringement by third parties in the FIELD OF USE, but Licensee shall notify USC in writing […***…] days before filing any suit. This right to police includes defending any action for declaratory judgment of non-infringement or invalidity; and prosecuting, defending or settling all infringement and declaratory judgment actions at its expense and through counsel of its selection, except that Licensee shall make any such settlement only with the infringement of a Prospective Patent, save for its legal advisers, without first obtaining written advice and consent of LicenseeUSC, which consent shall not be unreasonably denied withheld or delayed. Both Parties If Licensee has a reasonable basis for policing the PATENTS, USC shall use their provide reasonable commercial efforts in cooperation with each other assistance to terminate such infringement. 9.2 Licensee shall have the sole right, but not the obligation, to institute, prosecute and control any action, suit or proceeding to enforce the Prospective Patent with respect to infringement such actions, including, if required to bring such action, the furnishing of a power of attorney or being named as a party, but only if Licensee reimburses USC for reasonable out-of-pocket expenses incurred in connection with any such assistance rendered at Licensee’s request or reasonably required by USC. USC retains the Prospective Patent right to participate, with counsel of its own choosing and to defend any declaratory judgment with respect theretoat its own expense, in each case within any action by Licensee under this Section, provided that Licensee will at all times control such action. In the Territory (“Action”). University hereby event that Licensee wishes to bring suit pursuant to this Paragraph 7(a) but is held to lack standing to bring such suit, USC agrees to assist and cooperate with Licensee, bring suit on behalf of Licensee at Licensee’s expense and to take reasonable direction from Licensee and its counsel in conducting such suit and any settlement negotiations arising therefrom. (b) If Licensee demonstrates to USC that it has a reasonable basis to believe that a third party infringes the PATENTS and undertakes to enforce and/or defend the PATENTS by litigation, Licensee may withhold up to […***…] percent ([…***…]%) of the payments otherwise thereafter due during the course of such litigation to USC under Section 4 under the following terms. Licensee may apply the amounts withheld to pay up to half of Licensee’s out-of-pocket litigation expenses, including reasonable attorneys’ fees, but not including salaries of Licensee’s employees. In the case where such litigation is concluded (by settlement, judgment, or otherwise) without Licensee receiving any award of damages, if the total amounts withheld by Licensee exceed one-half of Licensee’s litigation expenses as described above, then Licensee shall promptly pay the amount of such excess to USC. If Licensee recovers damages in patent litigation or settlement thereof, the award shall be applied first to satisfy Licensee’s unreimbursed expenses and legal fees for the litigation, next to reimburse USC for any payments under Section 4 which are past due or were withheld pursuant to this Section, and then to reimburse USC for any other reasonable unreimbursed out-of-pocket expenses and legal fees for the litigation. The remaining balance shall be allocated between the parties as follows: (i) ordinary damages awarded to Licensee shall be treated as NET SALES for purposes of this Agreement but only to the extent such damages are based solely on, or related solely to, the PATENTS subject to this Agreement; and (ii) special or punitive damages shall be allocated […***…]% to Licensee and […***…]% to USC. (c) If Licensee fails to take action to xxxxx any alleged infringement of patents which form the basis for the PATENTS within […***…] days of a request by USC to do so (or within a shorter period if required to preserve the legal rights of USC under any applicable laws) then USC has the right to take such action (including payment for University’s expert’s time, prosecution of a suit) at its expense and other expenses so long as Licensee shall use reasonable efforts to cooperate in such expenses are properly documented), to enable Licensee to prosecute and maintain such Action. University’s agreement to assist Licensee includesaction, at LicenseeUSC’s reasonable request and when expense. USC has full authority to settle on such terms as USC determines, except that USC shall not reach any settlement whereby it is required by law, government regulation or court order, University’s agreement provides a license for future activities to join or to procure its Affiliates to join as a nominal third party to achieve sufficient legal standing for Licensee to prosecute and maintain such Action provided that, if University participates under the PATENTS in the Action only as a nominal partyFIELD OF USE or agree to limit its right (or the right of Licensee) to practice the inventions claimed by the PATENTS, University shall have no responsibility (other than to join as a nominal party) nor be liable for any costs or expenses in relation to or arising from such Action. For clarity, such liabilities for costs or expenses shall be without the responsibility prior written consent of Licensee. If Licensee invites University USC recovers damages in patent litigation or its Affiliates to take a more active role (other than as a nominal party) in an Action as a co-partysettlement thereof, University the award shall have its sole discretion to decide joining or not and on terms to be agreed with Licensee on a case by case basis. Licensee shall have the right to settle any Action or consent to an adverse judgment thereto, in its sole discretion, except that Licensee may not settle such action by agreeing to the invalidation of a Prospective Patent or any claim therein without University’s prior written consent. Any recovery obtained as a result of an Action, whether by judgment, award, decree or settlement, shall first be applied first to reimbursement of Licenseesatisfy USC’s unreimbursed expenses in bringing such suit or proceeding (including and legal fees for the litigation, next to reimburse USC for any attorneys, expert and court fees)payments overdue under this Agreement, and then to reimburse Licensee for any reasonable unreimbursed expenses and legal fees for the balance shall be considered litigation (such payment not to be Net Sales Value, and subject to exceed the royalty payments at [***]% as set forth in Clause 5, and the recovery or settlement amounts USC actually receives). The remaining balance shall be recovered allocated […***…]% to USC and […***…]% to Licensee. (d) Licensee shall promptly notify USC of receipt from any third party of any claim, allegation or notification that the manufacture, use or sale of PRODUCT infringes the patents of such third party. Except as expressly set forth in this Section 7(d), USC shall have no obligation or liability in the event that legal action is brought against Licensee for patent infringement, and such obligation and liability shall be borne by Licensee. Licensee may choose legal counsel and defend the patent infringement lawsuit. During such lawsuit, Licensee may place all of the royalties derived from sales of the PRODUCT in the country where such lawsuit is pending in an interest-bearing escrow account. The escrow account shall be established in a bank mutually acceptable to both parties under escrow instructions that, to the maximum extent permitted by law, insulate the funds from claims of any creditor. Licensee may apply up to […***…] of the escrowed amounts toward reasonable attorneys’ fees and costs in connection with the action and toward any judgment or settlement amount. Should the settlement of any such patent infringement lawsuit involve payment of royalties by Licensee as damages. 9.3 Subject to Clause 9.2, if University commences or defends any suit or proceedings on its own account, University shall do so at its own expense. University shall have a third party for the continued right to settle any such action or consent manufacture, use, and sell the PRODUCT, then funds in the escrow account and royalties payable to an adverse judgment thereto, in its sole discretion, except that University USC may not settle such action that may impair, damage or otherwise adversely affect the licence granted be applied against up to Licensee under Clause 2.1, Licensee’s use […***…] of such licence, any Licensed Product, or any of Licensee’s rights/obligations hereunder, without Licensee’s prior written consent, which consent may not be unreasonably withheld or delayed. Any recovery obtained as a result of such action, whether by judgment, award, decree, or settlement, shall first be applied to reimbursement of University’s expenses in bringing such suit or proceeding (including expert, attorneys and court fees), and the balance shall be distributed between University and Licensee at a ratio of 65:35 in all cases which do not result in a sub-licence royalties to a third party. If a suit or proceedings result Any funds thereafter remaining in a sub-licence to a third party, then any recovery, whether by judgment, award, decree, or settlement, the escrow shall first be applied to reimbursement of University’s expenses in bringing such suit or proceeding (including expert, attorneys and court fees), and the balance to be paid to Licensee, USC. The above shall constitute USC’s sole liability and responsibility in the event of such action. Royalties paid to third parties as provided that such balance for above shall be shared between University and Licensee according to included when determining whether the provisions minimum royalty provided for in Clause 5.3 hereinthis Agreement has been paid in a given year. During the patent infringement litigation both parties shall keep each other informed of significant developments in the lawsuit.

Patent Infringement. 9.1 (a) If either Party LICENSEE learns of the any substantial infringement of a Prospective PatentPatent Rights, in any jurisdiction within the Territory, it LICENSEE shall so inform the other Party in writing, including any Cornell and provide Cornell with reasonable evidence of such the infringement. University may not Neither party shall notify a third party of the infringement of a Prospective Patent, save for its legal advisers, Patent Rights without first obtaining written the consent of Licensee, which consent shall not be unreasonably denied or delayedthe other party. Both Parties parties shall use their reasonable commercial efforts in and cooperation with each other to terminate such infringementinfringement without litigation. 9.2 Licensee shall have (b) LICENSEE may request Cornell to take legal action against such third party for the sole right, but not the obligation, to institute, prosecute and control any action, suit or proceeding to enforce the Prospective Patent with respect to infringement of Patent Rights in the Prospective Patent Field and to defend any declaratory judgment with respect thereto, in each case within the Territory Territory. Such request shall be made in writing and shall include reasonable evidence of such infringement and damages to LICENSEE. If the infringing activity has not abated ninety (“Action”). University hereby agrees to assist and cooperate with Licensee90) days following LICENSEE’s request, at Licensee’s expense (including payment for University’s expert’s time, and other expenses so long as such expenses are properly documented), to enable Licensee to prosecute and maintain such Action. University’s agreement to assist Licensee includes, at Licensee’s reasonable request and when it is required by law, government regulation or court order, University’s agreement to join or to procure its Affiliates to join as a nominal party to achieve sufficient legal standing for Licensee to prosecute and maintain such Action provided that, if University participates in the Action only as a nominal party, University Cornell shall have no responsibility (other than to join as a nominal party) nor be liable for any costs or expenses in relation elect to or arising from such Action. For clarity, such liabilities for costs or expenses shall be the responsibility of Licensee. If Licensee invites University or its Affiliates not to take a more active role (other than as a nominal party) in an Action as a co-party, University shall have its sole discretion to decide joining or not and on terms to be agreed with Licensee on a case by case basis. Licensee shall have the right to settle any Action or consent to an adverse judgment thereto, in its sole discretion, except that Licensee may not settle such action by agreeing to the invalidation of a Prospective Patent or any claim therein without University’s prior written consent. Any recovery obtained as a result of an Action, whether by judgment, award, decree or settlement, shall first be applied to reimbursement of Licensee’s expenses in bringing such commence suit or proceeding (including any attorneys, expert and court fees), and the balance shall be considered to be Net Sales Value, and subject to the royalty payments at [***]% as set forth in Clause 5, and the remaining balance shall be recovered by Licensee as damages. 9.3 Subject to Clause 9.2, if University commences or defends any suit or proceedings on its own account, University . Cornell shall do so give notice of its election in writing to LICENSEE by the end of the one-hundredth (100th) day after receiving notice of such request from LICENSEE. LICENSEE may thereafter bring suit for patent infringement at its own expense, if and only if Cornell elects not to commence suit and the infringement occurred in a jurisdiction where LICENSEE has an exclusive license under this Agreement for the infringing activity. University If LICENSEE elects to bring suit, Cornell may join that suit at its own expense. (c) Recoveries from actions brought pursuant to Paragraph 5.2(b) shall have belong to the right party bringing suit. Legal actions brought jointly by Cornell or CRF and LICENSEE and fully participated in by both shall be at the joint expense of the parties and all recoveries shall be shared jointly by them in proportion to settle any such action or consent to an adverse judgment thereto, the share of expense paid by each party. (d) Each party shall cooperate with the other in its sole discretionlitigation proceedings at the expense of the party bringing suit. Litigation shall be controlled by the party bringing the suit, except that University CRF and/or Cornell may not settle such action that may impair, damage or otherwise adversely affect the licence granted to Licensee under Clause 2.1, Licensee’s use be represented by counsel of such licence, its choice in any Licensed Product, or any of Licensee’s rights/obligations hereunder, without Licensee’s prior written consent, which consent may not be unreasonably withheld or delayed. Any recovery obtained as a result of such action, whether suit brought by judgment, award, decree, or settlement, shall first be applied to reimbursement of University’s expenses in bringing such suit or proceeding (including expert, attorneys and court fees), and the balance shall be distributed between University and Licensee at a ratio of 65:35 in all cases which do not result in a sub-licence to a third party. If a suit or proceedings result in a sub-licence to a third party, then any recovery, whether by judgment, award, decree, or settlement, shall first be applied to reimbursement of University’s expenses in bringing such suit or proceeding (including expert, attorneys and court fees), and the balance to be paid to Licensee, provided that such balance shall be shared between University and Licensee according to the provisions in Clause 5.3 hereinLICENSEE.

Patent Infringement. 9.1 (a) If either Party learns of the infringement of that a Prospective Patent, in any jurisdiction within the Territorythird party is infringing Genentech Patent Rights or Connetics Patent Rights, it shall so inform promptly notify the other Party in writing, including any evidence of such infringement. University may not notify a third party of the infringement of a Prospective Patent, save for its legal advisers, without first obtaining written consent of Licensee, which consent shall not be unreasonably denied or delayed. Both The Parties shall use their reasonable commercial efforts in cooperation with each other to terminate stop such infringementpatent infringement without litigation. 9.2 Licensee (b) Genentech and Connetics each shall have the sole rightfirst opportunity to take the appropriate steps to remove the infringement of its own Patent Rights which claim Interferon Gamma and/or its manufacture or use in the Field of Use including, but without limitation, initiating suit. In either case, if such Party decides not the obligation, to institute, prosecute and control any action, suit or proceeding to enforce the Prospective Patent take such steps with respect to infringement its own Patent Rights within one hundred twenty (120) days of discovering or being notified of the Prospective Patent and to defend any declaratory judgment with respect theretoinfringement, in each case within the Territory (“Action”)other Party may do so. University hereby Each of the Parties agrees to assist provide reasonable assistance to the other in taking such steps. Any legal action taken under this section will be at the expense of the Party by whom suit is filed and cooperate with Licensee, at Licensee’s expense (including payment for University’s expert’s time, and other expenses so long as such expenses are properly documented), to enable Licensee to prosecute and maintain such Actionwill be controlled by the Party bringing suit. University’s agreement to assist Licensee includes, at Licensee’s reasonable request and when it is required by law, government regulation or court order, University’s agreement to join or to procure its Affiliates to join as a nominal party to achieve sufficient legal standing for Licensee to prosecute and maintain such Action provided that, if University participates in the Action only as a nominal party, University shall have no responsibility (other than to join as a nominal party) nor be liable for any costs or expenses in relation to or arising from such Action. For clarity, such liabilities for costs or expenses shall be the responsibility of Licensee. If Licensee invites University or its Affiliates to take a more active role (other than as a nominal party) in an Action as a co-party, University shall have its sole discretion to decide joining or The Party not and on terms bringing suit may choose to be agreed with Licensee on a case by case basis. Licensee shall have the right to settle represented in any Action or consent to an adverse judgment thereto, in its sole discretion, except that Licensee may not settle such action by agreeing to the invalidation counsel of a Prospective Patent or any claim therein without University’s prior written consent. Any recovery obtained as a result of an Action, whether by judgment, award, decree or settlement, shall first be applied to reimbursement of Licensee’s expenses in bringing such suit or proceeding (including any attorneys, expert and court fees), and the balance shall be considered to be Net Sales Value, and subject to the royalty payments at [***]% as set forth in Clause 5, and the remaining balance shall be recovered by Licensee as damages. 9.3 Subject to Clause 9.2, if University commences or defends any suit or proceedings on its own account, University shall do so choice at its own expense. University The Party bringing suit shall have be reimbursed for its costs associated [ * ] = 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. with bringing suit with the right to settle proceeds of any such action damages or consent to an adverse judgment thereto, in its sole discretion, except that University may not settle such action that may impair, damage or otherwise adversely affect the licence granted to Licensee under Clause 2.1, Licensee’s use of such licence, any Licensed Product, or any of Licensee’s rights/obligations hereunder, without Licensee’s prior written consent, which consent may not be unreasonably withheld or delayedcosts recovered. Any recovery obtained as a result of such action, whether by judgment, award, decree, or settlement, shall first be applied to reimbursement of University’s expenses in bringing such suit or proceeding (including expert, attorneys and court fees), and the balance monies remaining shall be distributed split between University and Licensee at a ratio of 65:35 in all cases which do not result in a sub-licence the Parties on an equitable basis proportional to a third partytheir respective damage from the infringement. If a suit or proceedings result in a sub-licence to a third partyboth Parties bring suit, then any recovery, whether by judgment, award, decree, or settlement, shall first be applied to reimbursement equitable apportionment of University’s expenses in bringing such suit or proceeding (including expert, attorneys the costs and court fees), and the balance damages to be paid to Licensee, provided that such balance recovered shall be shared between University and Licensee according to agreed upon before the provisions in Clause 5.3 hereinfiling of the suit.

Patent Infringement. 9.1 (a) If either Party LICENSEE learns of the any substantial infringement of a Prospective PatentPatent Rights, in any jurisdiction within the Territory, it LICENSEE shall so inform the other Party in writing, including any UNIVERSITY and provide UNIVERSITY with reasonable evidence of such the infringement, and UNIVERSITY hereby agrees to take no action for at least ninety (90) days thereafter. University may not If UNIVERSITY learns of any substantial infringement of Patent Rights, UNIVERSITY shall so inform LICENSEE and provide LICENSEE with reasonable evidence of the infringement, and LICENSEE hereby agrees to take no action for at least ninety (90) days thereafter. Neither party shall notify a third party of the infringement of a Prospective Patent, save for its legal advisers, Patent Rights without first obtaining written the consent of Licensee, which consent shall not be unreasonably denied or delayedthe other party. Both Parties parties shall use their reasonable commercial efforts in and cooperation with each other to terminate such infringementinfringement without litigation. 9.2 Licensee (b) If infringing activity of potential commercial significance by the infringer has not been abated within ninety (90) days following the date notice of such infringing activity is given to the other party pursuant to 5.2(a) above, the LICENSEE shall have the sole rightfirst right to institute suit for patent infringement against the infringer. UNIVERSITY may voluntarily join such suit at its own expense, but may not thereafter commence suit against the obligation, to institute, prosecute and control any action, infringer for the acts of infringement that are the subject of the Licensee's suit or proceeding any judgment rendered in that suit. The LICENSEE may not join UNIVERSITY in a suit initiated by the LICENSEE without UNIVERSITY's prior written consent, provided, however, that if UNIVERSITY is a necessary or required party in any such suit, then no consent shall be required. If, in a suit initiated by the LICENSEE, UNIVERSITY is involuntarily joined other than by the LICENSEE, or if UNIVERSITY is joined because it is deemed to enforce be a necessary or required party, the Prospective Patent with respect LICENSEE will pay any costs incurred by UNIVERSITY arising out of such suit, including but not limited to, any reasonable legal fees of counsel that UNIVERSITY selects and retains to infringement represent it in the suit. (c) Recoveries from actions brought by LICENSEE pursuant to Paragraph 5.2(b) shall belong to the LICENSEE, provided, however, that the amount such recoveries exceed LICENSEE's expenses for such actions shall be subject (i) to the royalty in Paragraph 3.1(g) above if the net amount of any such recovery is considered to be "Net Sales;" or (ii) subject to the sublicensing royalties in Paragraph 3.1(e) or 3.1(f) above as may be appropriate if the net amount of any such recovery is considered to be "royalties" payable to LICENSEE as if in a LICENSEE-Sublicensee relationship. If LICENSEE has not initiated any action to axxxx the infringing activity within ninety (90) days after the expiration of the Prospective Patent and ninety (90) days after notice of such infringing activity is given to defend any declaratory judgment with respect theretothe other party pursuant to 5.2(a) above, in each case within the Territory (“Action”). University hereby agrees to assist and cooperate with Licensee, at Licensee’s expense (including payment for University’s expert’s time, and other expenses so long as such expenses are properly documented), to enable Licensee to prosecute and maintain such Action. University’s agreement to assist Licensee includes, at Licensee’s reasonable request and when it is required by law, government regulation or court order, University’s agreement to join or to procure its Affiliates to join as a nominal party to achieve sufficient legal standing for Licensee to prosecute and maintain such Action provided that, if University participates in the Action only as a nominal party, University shall have no responsibility (other than to join as a nominal party) nor be liable for any costs or expenses in relation to or arising from such Action. For clarity, such liabilities for costs or expenses shall be the responsibility of Licensee. If Licensee invites University or its Affiliates to take a more active role (other than as a nominal party) in an Action as a co-party, University shall have its sole discretion to decide joining or not and on terms to be agreed with Licensee on a case by case basis. Licensee then UNIVERSITY shall have the right to settle any Action or consent bring such suit, and recoveries from such actions brought by UNIVERSITY shall belong entirely to an adverse judgment thereto, UNIVERSITY. (d) Each party shall cooperate with the other in its sole discretionlitigation proceedings at the expense of the party bringing suit. Litigation shall be controlled by the party bringing the suit, except that Licensee UNIVERSITY may not settle such action be represented by agreeing to the invalidation counsel of a Prospective Patent or any claim therein without University’s prior written consent. Any recovery obtained as a result of an Action, whether by judgment, award, decree or settlement, shall first be applied to reimbursement of Licensee’s expenses its choice in bringing such suit or proceeding (including any attorneys, expert and court fees), and the balance shall be considered to be Net Sales Value, and subject to the royalty payments at [***]% as set forth in Clause 5, and the remaining balance shall be recovered by Licensee as damages. 9.3 Subject to Clause 9.2, if University commences or defends any suit or proceedings on its own account, University shall do so at its own expense. University shall have the right to settle any such action or consent to an adverse judgment thereto, in its sole discretion, except that University may not settle such action that may impair, damage or otherwise adversely affect the licence granted to Licensee under Clause 2.1, Licensee’s use of such licence, any Licensed Product, or any of Licensee’s rights/obligations hereunder, without Licensee’s prior written consent, which consent may not be unreasonably withheld or delayed. Any recovery obtained as a result of such action, whether brought by judgment, award, decree, or settlement, shall first be applied to reimbursement of University’s expenses in bringing such suit or proceeding (including expert, attorneys and court fees), and the balance shall be distributed between University and Licensee at a ratio of 65:35 in all cases which do not result in a sub-licence to a third party. If a suit or proceedings result in a sub-licence to a third party, then any recovery, whether by judgment, award, decree, or settlement, shall first be applied to reimbursement of University’s expenses in bringing such suit or proceeding (including expert, attorneys and court fees), and the balance to be paid to Licensee, provided that such balance shall be shared between University and Licensee according to the provisions in Clause 5.3 hereinLICENSEE.

Patent Infringement. 9.1 If either Party 16.1 In the event that Licensee learns of the substantial infringement of a Prospective Patentany patent licensed under this Agreement, Licensee will call the attention of The Regents thereto in any jurisdiction within the Territory, it shall so inform the other Party in writing, including any writing and will provide The Regents with reasonable evidence of such infringement. University may not Both parties to this Agreement acknowledge that during the period and in a jurisdiction where Licensee has exclusive rights under this Agreement, neither will notify a third party of the infringement of a Prospective Patent, save for its legal advisers, any of Patent Rights without first obtaining written consent of Licenseethe other party, which consent shall will not be unreasonably denied or delayedwithheld. Both Parties shall parties will use their reasonable commercial best efforts in cooperation with each other to terminate such infringementinfringement without litigation. 9.2 16.2 Licensee shall have may request that The Regents take legal action against the sole right, but not the obligation, to institute, prosecute and control any action, suit or proceeding to enforce the Prospective Patent with respect to infringement of the Prospective Patent Rights. Such request must be made in writing and must include reasonable evidence of such infringement and damages to defend any declaratory judgment with respect thereto, in each case within the Territory (“Action”). University hereby agrees to assist and cooperate with Licensee, at Licensee’s expense (including payment for University’s expert’s time, and other expenses so long as such expenses are properly documented), to enable Licensee to prosecute and maintain such Action. University’s agreement to assist Licensee includes, at Licensee’s reasonable request and when it is required by law, government regulation or court order, University’s agreement to join or to procure its Affiliates to join as a nominal party to achieve sufficient legal standing for Licensee to prosecute and maintain such Action provided that, if University participates in the Action only as a nominal party, University shall have no responsibility (other than to join as a nominal party) nor be liable for any costs or expenses in relation to or arising from such Action. For clarity, such liabilities for costs or expenses shall be the responsibility of Licensee. If Licensee invites University or its Affiliates to take a more active role the infringing activity has not been abated within ninety (other than as a nominal party90) in an Action as a co-partydays following the effective date of such request, University shall have its sole discretion to decide joining or not and on terms to be agreed with Licensee on a case by case basis. Licensee shall The Regents will have the right to settle any Action or consent to an adverse judgment thereto, in its sole discretion, except that Licensee may not settle such action by agreeing to the invalidation of a Prospective Patent or any claim therein without University’s prior written consent. Any recovery obtained as a result of an Action, whether by judgment, award, decree or settlement, shall first be applied to reimbursement of Licensee’s expenses in bringing such elect to: 16.2.1 commence suit or proceeding (including any attorneys, expert and court fees), and the balance shall be considered to be Net Sales Value, and subject to the royalty payments at [***]% as set forth in Clause 5, and the remaining balance shall be recovered by Licensee as damages. 9.3 Subject to Clause 9.2, if University commences or defends any suit or proceedings on its own account; or 16.2.2 refuse to participate in such suit and The Regents will give notice of its election in writing to Licensee by the end of the one hundredth (100th) day after receiving notice of such request from Licensee. Licensee may thereafter bring suit for patent infringement if and only if The Regents elects not to commence suit and if the infringement occurred during the period and in a jurisdiction where Licensee had exclusive rights under this Agreement. However, University shall do so in the event Licensee elects to bring suit in accordance with this Paragraph 16.2, The Regents may thereafter join such suit at its own expense. University shall have , but the right Licensee will control the lawsuit. 16.3 Such legal action as is decided upon will be at the expense of the party on account of whom suit is brought and all recoveries recovered thereby will belong to settle any such party, provided, however, that legal action or consent brought jointly by The Regents and Licensee and participated in by both will be at the joint expense of the parties and all recoveries will be allocated in the following order: a) to an adverse judgment theretoeach party reimbursement in equal amounts of the attorney's costs, in its sole discretion, except that University may not settle such action that may impair, damage or otherwise adversely affect the licence granted to Licensee under Clause 2.1, Licensee’s use of such licence, any Licensed Product, or any of Licensee’s rights/obligations hereunder, without Licensee’s prior written consent, which consent may not be unreasonably withheld or delayed. Any recovery obtained as a result of such action, whether by judgment, award, decree, or settlement, shall first be applied to reimbursement of University’s expenses in bringing such suit or proceeding (including expert, attorneys and court fees), and other related expenses to the balance shall be distributed between University and Licensee at a ratio of 65:35 in all cases which do not result in a sub-licence to a third party. If a suit or proceedings result in a sub-licence to a third partyextent each party paid for such costs, then any recovery, whether by judgment, award, decree, or settlement, shall first be applied to reimbursement of University’s expenses in bringing such suit or proceeding (including expert, attorneys and court fees), and the balance to be paid to Licenseeexpenses until all such costs, provided that such balance shall be fees, and expenses are consumed for each party; and b) any remaining amount shared between University and Licensee according jointly by them in proportion to the provisions share of expenses paid by each party. 16.4 Each party will cooperate with the other in Clause 5.3 hereinlitigation proceedings instituted hereunder but at the expense of the party on account of whom suit is brought. Such litigation will be controlled by the party bringing the suit, provided, however, that The Regents may be represented by counsel of its choice in any suit brought by Licensee.

Patent Infringement. 9.1 If either Party 20.1 In the event that The Regents (to the extent of the actual knowledge of the licensing professional responsible for the administration of this Agreement) or the Licensee learns of the infringement of a Prospective Patentpotential commercial significance of any patent licensed under this Agreement, in any jurisdiction within the Territory, it shall so inform knowledgeable party will provide the other Party in writing, including (i) with written notice of such infringement and (ii) with any evidence of such infringementinfringement available to it (the “Infringement Notice”). University may not During the period in which, and in the jurisdiction where, the Licensee has exclusive rights under this Agreement, neither The Regents nor the Licensee will notify a third party (including the infringer) of infringement or put such third party on notice of the infringement existence of a Prospective Patent, save for its legal advisers, any Patent Rights without first obtaining consent of the other, provided that Licensee shall have the right to notify such third party to the extent that Licensee has, under Section 20.2, the right to initiate suit against such third party for infringement. The Regents shall have the right to terminate this Agreement immediately without the obligation to provide 60 days’ notice as set forth in Paragraph 13.1 if the Licensee notifies a third party of infringement or puts such third party on notice of the existence of any Regents’ Patent Rights with respect to such infringement to the extent Licensee is required to first obtain the written consent of LicenseeThe Regents, which consent shall not be unreasonably denied or delayedas set forth above. Both Parties shall The Regents and the Licensee will use their reasonable commercial diligent efforts in cooperation to cooperate with each other to terminate such infringementinfringement without litigation. 9.2 20.2 If infringing activity of potential commercial significance by the infringer has not been abated within ninety (90) days following the date the Infringement Notice takes effect, the Licensee shall have may institute suit for patent infringement against the sole rightinfringer. The Regents may voluntarily join such suit at its own expense, but may not thereafter commence suit against the obligation, to institute, prosecute and control any action, infringer for the acts of infringement that are the subject of the Licensee’s suit or proceeding to enforce the Prospective Patent with respect to infringement of the Prospective Patent and to defend any declaratory judgment with respect thereto, rendered in each case within the Territory (“Action”)that suit. University hereby agrees to assist and cooperate with Licensee, at Licensee’s expense (including payment for University’s expert’s time, and other expenses so long as such expenses are properly documented), to enable Licensee to prosecute and maintain such Action. University’s agreement to assist Licensee includes, at Licensee’s reasonable request and when it is required by law, government regulation or court order, University’s agreement to join or to procure its Affiliates to join as a nominal party to achieve sufficient legal standing for Licensee to prosecute and maintain such Action provided that, if University participates in the Action only as a nominal party, University shall have no responsibility (other than to join as a nominal party) nor be liable for any costs or expenses in relation to or arising from such Action. For clarity, such liabilities for costs or expenses shall be the responsibility of Licensee. If Licensee invites University or its Affiliates to take a more active role (other than as a nominal party) in an Action as a co-party, University shall have its sole discretion to decide joining or not and on terms to be agreed with Licensee on a case by case basis. Licensee shall have the right to settle any Action or consent to an adverse judgment thereto, in its sole discretion, except that The Licensee may not settle such action join The Regents as a party to a suit initiated by agreeing to the invalidation of a Prospective Patent or any claim therein Licensee without University’s The Regents’ prior written consent. If, in a suit initiated by the Licensee, The Regents is involuntarily joined other than by the Licensee, the Licensee will pay any costs incurred by The Regents arising out of such suit, including but not limited to, any legal fees of counsel that The Regents selects and retains to represent it in the suit. 20.3 If, within a hundred and twenty (120) days following the date the Infringement Notice takes effect, infringing activity of potential commercial significance by the infringer has not been abated and if the Licensee has not brought suit against the infringer, The Regents may institute suit for patent infringement against the infringer. If The Regents institutes such suit, the Licensee may not join such suit without The Regents’ consent and may not thereafter commence suit against the infringer for the acts of infringement that are the subject of The Regents’ suit or any judgment rendered in that suit. 20.4 Any recovery obtained as a result of an Action, whether by judgment, award, decree or settlement, shall settlement received in connection with any suit will first be applied shared by The Regents and the Licensee equally to reimbursement cover the litigation costs each incurred, and next shall be paid to The Regents or the Licensee to cover any litigation costs it incurred in excess of the litigation costs of the other. In any suit initiated by the Licensee’s , any recovery in excess of litigation costs will be shared between the Licensee and The Regents as follows: (a) for any such recovery by Licensee based on claims made by Licensee funded by Licensee in litigation to which The Regents is not a party, other than amounts paid for willful infringement, such recovery shall be deemed Net Sales for which Licensee shall pay the Regents royalties pursuant to Section 6.1; (b) for any such recovery by Licensee based on claims made by Licensee funded by Licensee in litigation to which The Regents is a party other than amounts paid for willful infringement, such recovery shall be [*] to The Licensee and [*] to The Regents, (c) for any such recovery by Licensee based on claims made by Licensee and The Regents funded by Licensee and The Regents in litigation to which The Regents is a party, other than amounts paid to willful infringement, such recovery shall be shared according to actual litigation costs and expenses borne by the parties, with a minimum share to The Regents of [*] regardless of a lesser percentage of costs and expenses borne by The Regents, and (d) for any recovery for willful infringement The Regents shall receive [*] of the recovery. In any suit initiated by The Regents, any recovery in bringing excess of litigation costs will belong to The Regents. The Regents and the Licensee agree to be bound by all determinations of patent infringement, validity, and enforceability (but no other issue) resolved by any adjudicated judgment in a suit brought in compliance with this Article 20. 20.5 Any agreement made by the Licensee for purposes of settling litigation or other dispute shall comply with all of the requirements regarding sublicensing specified in this Agreement, including but not limited to Articles 3, 7, 8, 9, and 10. 20.6 Each party will cooperate with the other in litigation proceedings instituted hereunder but at the expense of the party who initiated the suit (unless such suit or proceeding (including any attorneys, expert and court feesis being jointly prosecuted by the parties), and the balance shall be considered to be Net Sales Value, and subject to the royalty payments at [***]% as set forth in Clause 5, and the remaining balance shall be recovered by Licensee as damages. 9.3 Subject to Clause 9.2, if University commences or defends any suit or 20.7 Any litigation proceedings on its own account, University shall do so at its own expense. University shall have will be controlled by the right to settle any such action or consent to an adverse judgment thereto, in its sole discretionparty bringing the suit, except that University The Regents may not settle such action that may impair, damage or otherwise adversely affect be represented by counsel of its choice in any suit brought by the licence granted to Licensee under Clause 2.1, Licensee’s use of such licence, any Licensed Product, or any of Licensee’s rights/obligations hereunder, without Licensee’s prior written consent, which consent may not be unreasonably withheld or delayed. Any recovery obtained as a result of such action, whether by judgment, award, decree, or settlement, shall first be applied to reimbursement of University’s expenses in bringing such suit or proceeding (including expert, attorneys and court fees), and the balance shall be distributed between University and Licensee at a ratio of 65:35 in all cases which do not result in a sub-licence to a third party. If a suit or proceedings result in a sub-licence to a third party, then any recovery, whether by judgment, award, decree, or settlement, shall first be applied to reimbursement of University’s expenses in bringing such suit or proceeding (including expert, attorneys and court fees), and the balance to be paid to Licensee, provided that such balance shall be shared between University and Licensee according to the provisions in Clause 5.3 herein.

Patent Infringement. 9.1 (a) If either Party UC SAN DIEGO (based on actual knowledge of the licensing professional responsible for administering this Invention) or LICENSEE learns of potential infringement of commercial significance of any patent licensed under this Agreement, the knowledgeable party promptly will inform the other party of the infringement of a Prospective Patent, in any jurisdiction within the Territory, it shall so inform the other Party in writing, including any and provide evidence of such infringementinfringement available to the knowledgeable party (“Infringement Notice”). University may not In a jurisdiction where LICENSEE has exclusive rights under this Agreement, neither UNIVERSITY nor LICENSEE will notify a third party (including the infringer) of infringement or put such third party on notice of the infringement existence of a Prospective Patent, save for its legal advisers, any Patent Rights without first obtaining consent of the other. UNIVERSITY and LICENSEE agree to discuss and determine how best to proceed. If LICENSEE notifies a third party of infringement or puts such third party on notice of the existence of any Patent Rights regarding such infringement without first obtaining the written consent of LicenseeUNIVERSITY and UNIVERSITY is sued for declaratory judgment (or its equivalent), which consent shall not be unreasonably denied or delayedUNIVERSITY will have the right to terminate this Agreement immediately, notwithstanding Paragraph 7. 1. Both Parties shall UNIVERSITY and LICENSEE will use their reasonable commercial diligent efforts in cooperation to cooperate with each other to terminate such infringementinfringement without litigation. If such infringement has not ended within [***] days of the effective date of the Infringement Notice, then LICENSEE may initiate suit; and, if such infringement has not ended within [***] days of the effective date of the Infringement Notice, and LICENSEE has not initiated suit, then UNIVERSITY may initiate suit. 9.2 Licensee shall have (b) Notwithstanding the sole right, but not the obligation, to institute, prosecute and control any action, suit or proceeding to enforce the Prospective Patent with respect to infringement of the Prospective Patent and to defend any declaratory judgment with respect thereto, in each case within the Territory foregoing: (“Action”). University hereby agrees to assist and cooperate with Licensee, at Licensee’s expense (including payment for University’s expert’s time, and other expenses so long as such expenses are properly documented), to enable Licensee to prosecute and maintain such Action. University’s agreement to assist Licensee includes, at Licensee’s reasonable request and when it is required by law, government regulation or court order, University’s agreement to join or to procure its Affiliates to join as a nominal party to achieve sufficient legal standing for Licensee to prosecute and maintain such Action provided that, if University participates in the Action only as a nominal party, University shall have no responsibility (other than to join as a nominal party1) nor be liable for any costs or expenses in relation to or arising from such Action. For clarity, such liabilities for costs or expenses shall be the responsibility of Licensee. If Licensee invites University or its Affiliates to take a more active role (other than as a nominal party) in an Action as a co-party, University shall have its sole discretion to decide joining or not and on terms to be agreed with Licensee on a case by case basis. Licensee shall have the right to settle any Action or consent to an adverse judgment thereto, in its sole discretion, except that Licensee UNIVERSITY may not settle such action by agreeing to the invalidation of a Prospective Patent or be joined in any claim therein suit without University’s its prior written consent. Any ; (2) LICENSEE may not admit liability or wrongdoing on behalf of UNIVERSITY without its prior written consent; (3) Each party will cooperate with the other in litigation initiated under Paragraph 5.2, but at the expense of the party who initiated the suit; (4) If UNIVERSITY is joined in any suit under Paragraph 5.2, LICENSEE will pay all of UNIVERSITY’s costs; (5) If UNIVERSITY is a party to a suit under Paragraph 5.2, then the recovery obtained as a result of an Action, whether by judgment, award, decree to UNIVERSITY will be greater than or settlement, shall first be applied equal to reimbursement of Licensee’s expenses in bringing such suit or proceeding [***] percent (including any attorneys, expert and court fees), and the balance shall be considered to be Net Sales Value, and subject to the royalty payments at [***]% as set forth in Clause 5%) of net recoveries; (6) Any agreement made by LICENSEE for purposes of settling litigation or other dispute regarding Patent Rights will comply with the requirements of Paragraph 2.2 (Sublicense); and (7) If LICENSEE or UC SAN DIEGO (but not both) sues a third party for infringement of Patent Rights, and then the remaining balance shall be recovered by Licensee as damages. 9.3 Subject to Clause 9.2, if University commences or defends any suit or proceedings on its own account, University shall do so at its own expense. University shall have the right to settle any such action or consent to an adverse judgment thereto, in its sole discretion, except that University non-suing party may not settle thereafter xxx such action that may impair, damage or otherwise adversely affect infringer for the licence granted to Licensee under Clause 2.1, Licensee’s use acts of such licence, any Licensed Product, or any of Licensee’s rights/obligations hereunder, without Licensee’s prior written consent, which consent may not be unreasonably withheld or delayed. Any recovery obtained as a result of such action, whether by judgment, award, decree, or settlement, shall first be applied to reimbursement of University’s expenses infringement raised in bringing such suit or proceeding (including expert, attorneys and court fees), and the balance shall be distributed between University and Licensee at a ratio of 65:35 in all cases which do not result in a sub-licence to a third party. If a suit or proceedings result in a sub-licence to a third party, then any recovery, whether by judgment, award, decree, or settlement, shall first be applied to reimbursement of University’s expenses in bringing such suit or proceeding (including expert, attorneys and court fees), and the balance to be paid to Licensee, provided that such balance shall be shared between University and Licensee according to the provisions in Clause 5.3 hereinsuit.

Patent Infringement. 9.1 (a) If either Party LICENSEE learns of the any substantial infringement of a Prospective PatentPatent Rights, in any jurisdiction within the Territory, it LICENSEE shall so inform the other Party in writing, including any Cornell and provide Cornell with reasonable evidence of such the infringement. University may not Neither party shall notify a third party of the infringement of a Prospective Patent, save for its legal advisers, Patent Rights without first obtaining written the consent of Licensee, which consent shall not be unreasonably denied or delayedthe other party. Both Parties parties shall use their reasonable commercial efforts in and cooperation with each other to terminate such infringementinfringement without litigation. 9.2 Licensee shall have (b) LICENSEE may request Cornell to take legal action against such third party for the sole right, but not the obligation, to institute, prosecute and control any action, suit or proceeding to enforce the Prospective Patent with respect to infringement of Patent Rights in the Prospective Patent Field and to defend any declaratory judgment with respect thereto, in each case within the Territory Territory. Such request shall be made in writing and shall include reasonable evidence of such infringement and damages to LICENSEE. lf the infringing activity has not abated ninety (“Action”)90) days following LICENSEE’s request. University hereby agrees to assist and cooperate with Licensee, at Licensee’s expense (including payment for University’s expert’s time, and other expenses so long as such expenses are properly documented), to enable Licensee to prosecute and maintain such Action. University’s agreement to assist Licensee includes, at Licensee’s reasonable request and when it is required by law, government regulation or court order, University’s agreement to join or to procure its Affiliates to join as a nominal party to achieve sufficient legal standing for Licensee to prosecute and maintain such Action provided that, if University participates in the Action only as a nominal party, University Cornell shall have no responsibility (other than to join as a nominal party) nor be liable for any costs or expenses in relation elect to or arising from such Action. For clarity, such liabilities for costs or expenses shall be the responsibility of Licensee. If Licensee invites University or its Affiliates not to take a more active role (other than as a nominal party) in an Action as a co-party, University shall have its sole discretion to decide joining or not and on terms to be agreed with Licensee on a case by case basis. Licensee shall have the right to settle any Action or consent to an adverse judgment thereto, in its sole discretion, except that Licensee may not settle such action by agreeing to the invalidation of a Prospective Patent or any claim therein without University’s prior written consent. Any recovery obtained as a result of an Action, whether by judgment, award, decree or settlement, shall first be applied to reimbursement of Licensee’s expenses in bringing such commence suit or proceeding (including any attorneys, expert and court fees), and the balance shall be considered to be Net Sales Value, and subject to the royalty payments at [***]% as set forth in Clause 5, and the remaining balance shall be recovered by Licensee as damages. 9.3 Subject to Clause 9.2, if University commences or defends any suit or proceedings on its own account, University . Cornell shall do so give notice of its election in writing to LICENSEE by the end of the one-hundredth (100th) day after receiving notice of such request from LICENSEE. LICENSEE may thereafter bring suit for patent infringement at its own expense, if and only if Cornell elects not to commence suit and the infringement occurred in a jurisdiction where LICENSEE has an exclusive license under this Agreement for the infringing activity. University If LICENSEE elects to bring suit, Cornell and/or CRF may join that suit at its own expense. (c) Recoveries from actions brought pursuant to Paragraph 5.2(b) shall have belong to the right party bringing suit. Legal actions brought jointly by CRF and/or Cornell and LICENSEE and fully participated in by both shall be at the joint expense of the parties and all recoveries shall be shared by them in proportion to settle any such action or consent to an adverse judgment thereto, the share of expense paid by each party. (d) Each party shall cooperate with the other in its sole discretionlitigation proceedings at the expense of the party bringing suit. Litigation shall be controlled by the party bringing the suit, except that University CRF and/or Cornell may not settle such action that may impair, damage or otherwise adversely affect the licence granted to Licensee under Clause 2.1, Licensee’s use be represented by counsel of such licence, its choice in any Licensed Product, or any of Licensee’s rights/obligations hereunder, without Licensee’s prior written consent, which consent may not be unreasonably withheld or delayed. Any recovery obtained as a result of such action, whether suit brought by judgment, award, decree, or settlement, shall first be applied to reimbursement of University’s expenses in bringing such suit or proceeding (including expert, attorneys and court fees), and the balance shall be distributed between University and Licensee at a ratio of 65:35 in all cases which do not result in a sub-licence to a third party. If a suit or proceedings result in a sub-licence to a third party, then any recovery, whether by judgment, award, decree, or settlement, shall first be applied to reimbursement of University’s expenses in bringing such suit or proceeding (including expert, attorneys and court fees), and the balance to be paid to Licensee, provided that such balance shall be shared between University and Licensee according to the provisions in Clause 5.3 hereinLICENSEE.

Patent Infringement. 9.1 If 16.1 In the event that either Party learns shall learn of the substantial infringement of a Prospective Patentany patent in UABRF Patent Rights, such Party shall call attention thereto in any jurisdiction within the Territory, it writing and shall so inform provide the other Party in writing, including any with reasonable evidence of such infringement. University may not Both parties to this Agreement agree that during the period and in a jurisdiction where LICENSEE has exclusive rights under this Agreement, neither will notify a third party of the infringement of a Prospective Patent, save for its legal advisers, any of UABRF Patent Rights without first obtaining written consent of Licenseethe other party, which consent shall not be unreasonably denied or delayeddenied. Both Parties parties shall use their reasonable commercial efforts diligently and in cooperation good faith cooperate with each other in seeking to terminate such infringementinfringement without litigation. 9.2 Licensee shall have 16.2 LICENSEE may request that UABRF take legal action against the sole right, but not the obligation, to institute, prosecute and control any action, suit or proceeding to enforce the Prospective Patent with respect to infringement of the Prospective UABRF Patent and to defend any declaratory judgment with respect thereto, in each case within the Territory (“Action”)Rights. University hereby agrees to assist and cooperate with Licensee, at Licensee’s expense (including payment for University’s expert’s time, and other expenses so long as such expenses are properly documented), to enable Licensee to prosecute and maintain such Action. University’s agreement to assist Licensee includes, at Licensee’s reasonable Such request and when it is required by law, government regulation or court order, University’s agreement to join or to procure its Affiliates to join as a nominal party to achieve sufficient legal standing for Licensee to prosecute and maintain such Action provided that, if University participates in the Action only as a nominal party, University shall have no responsibility (other than to join as a nominal party) nor be liable for any costs or expenses in relation to or arising from such Action. For clarity, such liabilities for costs or expenses shall be the responsibility made in writing and shall include reasonable evidence of Licenseesuch infringement and actual or potential damages to LICENSEE. If Licensee invites University or its Affiliates the infringing Portions of this Exhibit were omitted and have been filed separately with the Secretary of the Commission pursuant to take a more active role the Registrant’s application requesting confidential treatment pursuant to Rule 406 of the Securities Act of 1933, as amended. activity has not been abated within [***] (other than as a nominal party[***]) in an Action as a co-partydays following the effective date of such request, University shall have its sole discretion to decide joining or not and on terms to be agreed with Licensee on a case by case basis. Licensee UABRF shall have the right to settle any Action commence suit on its own account; or consent refuse to an adverse judgment thereto, participate in such suit. UABRF shall give notice of its sole discretion, except that Licensee may not settle such action election in writing to LICENSEE by agreeing to the invalidation end of a Prospective Patent or any claim therein without University’s prior written consent. Any recovery obtained as a result of an Action, whether by judgment, award, decree or settlement, shall first be applied to reimbursement of Licensee’s expenses in bringing such suit or proceeding the [***] (including any attorneys, expert and court fees), and the balance shall be considered to be Net Sales Value, and subject to the royalty payments at [***]% as set forth ) day after receiving notice of such request from LICENSEE. LICENSEE may thereafter bring suit for patent infringement in Clause 5, and the remaining balance shall be recovered by Licensee as damages. 9.3 Subject to Clause 9.2its own name, if University commences or defends any and only if UABRF elects not to commence suit or proceedings on its own accountfails to respond to LICENSEE’S request by the end of the [***] ([***]) day and if the infringement occurred during the period and in a jurisdiction where LICENSEE has exclusive rights under this Agreement. However, University shall do so in the event LICENSEE elects to bring suit in accordance with this paragraph, UABRF may thereafter join such suit at its own expense. University LICENSEE shall have the right to settle join any such action or consent to an adverse judgment thereto, in its sole discretion, except that University may not settle such action that may impair, damage or otherwise adversely affect litigation brought by UABRF at LICENSEE’s cost and expense and with counsel of LICENSEE’s choice. 16.3 In the licence granted to Licensee event of a potential infringement of UABRF Patent Rights under Clause 2.1, Licensee’s use the Drug Price Competition and Patent Term Restoration Act of such licence, any Licensed Product1984 (Public Law 98-417), or any in the event that action must be taken in order to preserve the rights of Licensee’s rights/obligations hereunderthe parties to take action against infringers, without Licensee’s prior written consentthe required notice periods set forth in Section 16.2 hereinabove shall be replaced by the time periods necessary to preserve the right to take legal action against such infringement. 16.4 Such legal action as is decided upon shall be at the expense of the party on account of whom suit is brought and with the exception of Paragraph 16.6 herein all recoveries recovered thereby shall belong to such party; provided, which consent may not however, that legal action brought jointly by UABRF and LICENSEE and fully participated in by both shall be unreasonably withheld or delayed. Any recovery obtained as a result at the joint expense of such action, whether by judgment, award, decree, or settlement, the Parties and all recoveries shall first be applied first toward full (or proportional, if the recovery is insufficient to reimburse fully) reimbursement of University’s the legal fees and expenses in bringing such suit or proceeding (including expert, attorneys and court fees)incurred by each party relating to the suit, and the balance shall be distributed between University and Licensee at a ratio of 65:35 in all cases which do not result in a sub-licence to a third party. If a suit or proceedings result in a sub-licence to a third party, then remaining from any recovery, whether by judgment, award, decree, or settlement, shall first be applied to reimbursement of University’s expenses in bringing such suit or proceeding (including expert, attorneys and court fees), and the balance to be paid to Licensee, provided that such balance recoveries shall be shared between University and Licensee according jointly by them in proportion to the provisions share of expense reasonably paid by each party. 16.5 Each party agrees to cooperate with the other in Clause 5.3 hereinlitigation proceedings instituted hereunder but at the expense of the party on account of whom suit is brought. Such litigation shall be controlled by the party bringing the suit, except that UABRF may be represented by counsel of its choice in any suit brought by LICENSEE. 16.6 In the event that LICENSEE shall undertake the enforcement and/or defense of any UABRF Patent Rights by litigation, LICENSEE may withhold the royalties (including the annual minimum royalty payments) otherwise due UABRF during the pendency of such litigation. Any recovery of damages by LICENSEE for any such suit shall be applied first in satisfaction of any unreimbursed expenses and legal fees of LICENSEE relating to the suit, and, second, toward reimbursement of UABRF for any royalties withheld and applied pursuant to this paragraph 16.

Patent Infringement. 9.1 If either Party learns (a) Grant covenants not to bring suit against Licensee or any of its Sub-Licensees for infringement of any Patent arising from Licensee's and its Sub-Licensee's performance in strict accord with this Agreement. (b) Any claims for any infringement of Technology, Patents or Trademarks shall belong solely to Grant and any recoveries with respect thereto shall belong to Grant except to the extent such recoveries solely and specifically relate to an infringement of the infringement of a Prospective PatentTechnology or Patents for Threaded or Reconstructed Atlas Bradford Oil Field Connections on full length Products in the Licensee Territories for which an exclusive license has been granted to Licensee in such territories, in which case such recoveries shall belong to Licensee to the extent of its interest. Licensee shall be primarily responsible for the defense of any jurisdiction within infringement claims with respect to Technology, Patents or Trademarks in the Licensee Territories for which an exclusive license has been granted to Licensee to the extent the claim relates to the Exclusive Territories; provided, however, in the event Licensee does not diligently enforce its rights under Technology, Patents and Trademarks in the Exclusive Territory, it then, upon written notice to Licensee, Grant may enforce those rights. Grant shall so inform also have the other Party exclusive right to defend any claims for infringement in writingGrant Territory and a right to participate at its expense in any actions in the Exclusive Territory. Licensee, including however, shall have no right to bring any evidence of such infringement. University may not notify a third party of action with respect to any infringement for the infringement of a Prospective PatentTechnology, save for its legal advisers, Patents or Trademarks without first obtaining the prior written consent of LicenseeGrant, which consent shall not be unreasonably denied withheld. Grant shall be entitled to participate in such actions. Licensee shall not be entitled to take any action that would adversely affect the right or delayed. Both Parties shall use their reasonable commercial efforts validity of any of Technology or Trademarks without the prior consent of Grant, which may be withheld in cooperation with each other to terminate such infringementits sole and absolute discretion. 9.2 Licensee shall have (c) In the sole right, but not the obligation, to institute, prosecute and control event Grant enters into any action, suit or proceeding to enforce the Prospective Patent settlement with respect to any infringement of the Prospective Patent and to defend any declaratory judgment claim with respect theretoto Technology, in each case within the Territory (“Action”). University hereby Patents or Trademarks, Grant agrees to assist and cooperate with Licensee, at Licensee’s expense (including payment for University’s expert’s time, and other expenses so long as such expenses are properly documented), to enable that it will not release or extinguish any rights of Licensee to prosecute and maintain such Action. University’s agreement to assist Licensee includesthe Technology, at Licensee’s reasonable request and when it is required by law, government regulation Patents or court order, University’s agreement to join or to procure its Affiliates to join as a nominal party to achieve sufficient legal standing Trademarks for Licensee to prosecute and maintain such Action provided that, if University participates use in the Action only as a nominal party, University shall have no responsibility (other than to join as a nominal party) nor be liable for any costs or expenses in relation to or arising from such Action. For clarity, such liabilities for costs or expenses shall be the responsibility of Licensee. If Licensee invites University or its Affiliates to take a more active role (other than as a nominal party) in an Action as a co-party, University shall have its sole discretion to decide joining or not and on terms to be agreed with Licensee on a case by case basis. Licensee shall have the right to settle any Action or consent to an adverse judgment thereto, in its sole discretion, except that Licensee may not settle such action by agreeing to the invalidation of a Prospective Patent or any claim therein without University’s prior written consent. Any recovery obtained as a result of an Action, whether by judgment, award, decree or settlement, shall first be applied to reimbursement of Licensee’s expenses in bringing such suit or proceeding (including any attorneys, expert and court fees), and the balance shall be considered to be Net Sales Value, and subject to the royalty payments at [***]% as set forth in Clause 5, and the remaining balance shall be recovered by Licensee as damagesExclusive Territory. 9.3 Subject to Clause 9.2, if University commences or defends any suit or proceedings on its own account, University shall do so at its own expense. University shall have the right to settle any such action or consent to an adverse judgment thereto, in its sole discretion, except that University may not settle such action that may impair, damage or otherwise adversely affect the licence granted to Licensee under Clause 2.1, Licensee’s use of such licence, any Licensed Product, or any of Licensee’s rights/obligations hereunder, without Licensee’s prior written consent, which consent may not be unreasonably withheld or delayed. Any recovery obtained as a result of such action, whether by judgment, award, decree, or settlement, shall first be applied to reimbursement of University’s expenses in bringing such suit or proceeding (including expert, attorneys and court fees), and the balance shall be distributed between University and Licensee at a ratio of 65:35 in all cases which do not result in a sub-licence to a third party. If a suit or proceedings result in a sub-licence to a third party, then any recovery, whether by judgment, award, decree, or settlement, shall first be applied to reimbursement of University’s expenses in bringing such suit or proceeding (including expert, attorneys and court fees), and the balance to be paid to Licensee, provided that such balance shall be shared between University and Licensee according to the provisions in Clause 5.3 herein.

Patent Infringement. 9.1 19.1 If either Party Licensee or The Regents’ patent administrator responsible for the administration of the Regents’ Patent Rights learns of the substantial infringement of a Prospective Patentany patent licensed under this Agreement, in any jurisdiction within the Territory, then it shall so inform the other Party call The Regents’ attention thereto in writing, including any writing and provide The Regents with reasonable evidence of such infringement. University may not Neither party will notify a third party of the infringement of a Prospective Patent, save for its legal advisers, any of Regents’ Patent Rights without first obtaining written consent of Licenseethe other party, which consent shall will not be unreasonably denied or delayeddenied. Both Parties parties shall use their reasonable commercial best efforts in cooperation with each other to terminate such infringementinfringement without litigation. 9.2 19.2 Licensee shall have may request that The Regents take legal action against the sole right, but not the obligation, to institute, prosecute and control any action, suit or proceeding to enforce the Prospective Patent with respect to infringement of the Prospective Regents’ Patent Rights. Such request must be in writing and must include reasonable evidence of infringement and damages to defend any declaratory judgment with respect thereto, in each case within the Territory (“Action”). University hereby agrees to assist and cooperate with Licensee, at Licensee’s expense (including payment for University’s expert’s time, and other expenses so long as such expenses are properly documented), to enable Licensee to prosecute and maintain such Action. University’s agreement to assist Licensee includes, at Licensee’s reasonable request and when it is required by law, government regulation or court order, University’s agreement to join or to procure its Affiliates to join as a nominal party to achieve sufficient legal standing for Licensee to prosecute and maintain such Action provided that, if University participates in the Action only as a nominal party, University shall have no responsibility (other than to join as a nominal party) nor be liable for any costs or expenses in relation to or arising from such Action. For clarity, such liabilities for costs or expenses shall be the responsibility of Licensee. If the infringing activity has not abated within [**] days following the effective date of request, The Regents then has the right to: 19.2.1 commence suit on its own account or 19.2.2 refuse to participate in the suit. 19.3 The Regents shall give notice of its election in writing to Licensee invites University or its Affiliates to take a more active role (other than as a nominal party) in an Action as a co-party, University shall have its sole discretion to decide joining or not and on terms to be agreed with Licensee on a case by case basisthe end of the [**] day after receiving notice of written request from Licensee. Licensee shall have may thereafter bring suit for patent infringement, at its own expense, if and only if, The Regents elects not to commence suit and if the right infringement occurred during the period and in a jurisdiction where Licensee had exclusive rights under this Agreement. If, however, Licensee elects to settle any Action or consent to an adverse judgment theretobring suit in accordance with this Paragraph, in its sole discretion, except The Regents may thereafter join that Licensee may not settle such action by agreeing to the invalidation of a Prospective Patent or any claim therein without University’s prior written consent. Any recovery obtained as a result of an Action, whether by judgment, award, decree or settlement, shall first be applied to reimbursement of Licensee’s expenses in bringing such suit or proceeding (including any attorneys, expert and court fees), and the balance shall be considered to be Net Sales Value, and subject to the royalty payments at [**] expense. If The Regents elects to bring suit, Licensee may join that suit at [**] expense. Licensee agrees not to bring suit for patent infringement without following the procedures of this Paragraph, and both parties agree to be bound by the outcome of a suit for patent infringement through the pendency of such a suit under this Paragraph. 19.4 Each party shall cooperate with the other in litigation proceedings instituted hereunder but at the expense of [**]% as set forth in Clause 5, and . Litigation will be controlled by the remaining balance shall be recovered by Licensee as damages. 9.3 Subject to Clause 9.2, if University commences or defends any suit or proceedings on its own account, University shall do so at its own expense. University shall have party bringing the right to settle any such action or consent to an adverse judgment thereto, in its sole discretionsuit, except that University The Regents may not settle such action that may impair, damage or otherwise adversely affect the licence granted to Licensee under Clause 2.1, be represented by counsel of its choice in any suit brought by Licensee’s use of such licence, any Licensed Product, or any of Licensee’s rights/obligations hereunder, without Licensee’s prior written consent, which consent may not be unreasonably withheld or delayed. Any recovery obtained as a result of such action, whether by judgment, award, decree, or settlement, shall first be applied to reimbursement of University’s expenses in bringing such suit or proceeding (including expert, attorneys and court fees), and the balance shall Licensee may be distributed between University and Licensee at a ratio represented by counsel of 65:35 its choice in all cases which do not result in a sub-licence to a third party. If a any suit or proceedings result in a sub-licence to a third party, then any recovery, whether brought by judgment, award, decree, or settlement, shall first be applied to reimbursement of University’s expenses in bringing such suit or proceeding (including expert, attorneys and court fees), and the balance to be paid to Licensee, provided that such balance shall be shared between University and Licensee according to the provisions in Clause 5.3 hereinThe Regents.

Patent Infringement. 9.1 If either Party (a) In the event that Cornell (to the extent of the actual knowledge of the licensing professional at CTL responsible for the administration of this Agreement) or LICENSEE learns of the infringement of a Prospective Patentpotential commercial significance of any patent in the Patent Rights or in the Nonexclusive Patent Rights, in any jurisdiction within the Territory, it shall so inform knowledgeable Party will provide the other Party in writingwith written notice of such infringement, including which notice shall include any evidence of such infringement available to such Party. Within [***] after receipt of such notice, the Parties shall meet to discuss how to proceed with respect to such infringement. University Each Party shall consider in good faith the input from the other Party, including without limitation to what extent an infringement action may be detrimental to the overall patent protection for Licensed Products. (b) During the period in which, and in the jurisdiction where, LICENSEE has exclusive rights under this Agreement, neither Cornell nor LICENSEE will notify a third-party (including the infringer) of infringement or put such third-party on notice of the existence of any Patent Rights prior to the meeting required by Paragraph 5.2(a). LICENSEE shall not notify a third third-party (including the infringer) of infringement or put such third-party on notice of the infringement existence of a Prospective Patent, save for its legal advisers, any Nonexclusive Patent Rights without first obtaining written consent of LicenseeCornell. If LICENSEE gives notice to a third-party, which consent then LICENSEE shall not be unreasonably denied pay or delayed. Both Parties shall use their reasonable commercial efforts in cooperation with each other to terminate such infringement. 9.2 Licensee shall have the sole right, but not the obligation, to institute, prosecute and control reimburse Cornell for any action, suit or proceeding to enforce the Prospective Patent with respect to infringement of the Prospective Patent and to defend legal costs resulting from any declaratory judgment with respect theretoaction, in each case within the Territory (“Action”). University hereby agrees to assist and cooperate with Licensee, at Licensee’s expense (including payment for University’s expert’s time, and other expenses so long as such expenses are properly documented), to enable Licensee to prosecute and maintain such Action. University’s agreement to assist Licensee includes, at Licensee’s reasonable request and when it is required by law, government regulation inter partes or court order, University’s agreement to join post-grant review or to procure its Affiliates to join as a nominal party to achieve sufficient legal standing for Licensee to prosecute and maintain such Action provided that, if University participates in the Action only as a nominal party, University shall have no responsibility (other than to join as a nominal party) nor be liable for any costs or expenses in relation to or similar proceeding arising from such Actionnotice. For clarity, such liabilities for costs or expenses shall be the responsibility of Licensee. If Licensee invites University or its Affiliates to take a more active role (other than as a nominal party) in an Action as a co-party, University shall have its sole discretion to decide joining or not and on terms to be agreed with Licensee on a case by case basis. Licensee Cornell shall have the right to settle terminate this Agreement immediately without the obligation to provide [***] notice as set forth in Paragraph 7.1 if LICENSEE notifies a third-party of infringement or puts such third-party on notice of the existence of any Action patent or consent patent application in the Patent Rights or in the Nonexclusive Patent Rights with respect to an adverse judgment theretosuch infringement in breach of this Paragraph 5.2(b). (c) Following the meeting required by Paragraph 5.2(a), LICENSEE and the Sublicensees shall have the initial right to take legal action against such third-party for the infringement of any patent in its sole discretion, except that Licensee may not settle such action by agreeing to the invalidation Patent Rights in the Field and within the Territory. LICENSEE shall keep Cornell promptly informed regarding the status of a Prospective Patent or any claim therein without University’s prior written consent. Any recovery obtained as a result of an Action, whether by judgment, award, decree or settlement, shall first be applied to reimbursement of Licensee’s expenses in bringing such suit or proceeding action and shall provide Cornell with copies of all material documents (including any attorneyse.g., complaints, answers, counterclaims, material motions, orders of the court, memoranda of law and legal briefs, interrogatory responses, depositions, material pre-trial filings, expert reports, affidavits filed in court, transcripts of hearings and court feestrial testimony, trial exhibits and notices of appeal) filed in, or otherwise relating to, such suit or action. If LICENSEE or any Sublicensee elect to bring suit, Cornell may join that suit at its own expense. If required under applicable law in order for LICENSEE or its Sublicensees to initiate or maintain such suit, Cornell shall join as a party to the suit, at LICENSEE’s sole cost and expense. If, in a suit initiated by LICENSEE or its Sublicensees, Cornell is required to be or is otherwise involuntarily joined, LICENSEE will pay any costs incurred by Cornell arising out of such suit, including but not limited to, any reasonable legal fees of counsel that Cornell selects and retains to represent Cornell in the suit. (d) If LICENSEE (and any Sublicensees involved) do not take prompt legal action following the meeting required by Paragraph 5.2(a), or give notice to Cornell that they have elected not to pursue legal action and their reasoning for that decision, then Cornell may unilaterally take such legal action as Xxxxxxx xxxxx appropriate. (e) LICENSEE may request Cornell to take legal action against such third-party for the balance infringement of any patent in the Nonexclusive Patent Rights in the Field and within the Territory. Such request shall be considered made in writing and shall include reasonable evidence of such infringement and damages to be Net Sales Value, and subject LICENSEE. Cornell shall elect to or not to commence suit on its own account. If Cornell elects not to commence suit with respect to the royalty payments at Nonexclusive Patent Rights, LICENSEE may not thereafter bring suit for patent infringement with respect to the Nonexclusive Patent Rights. (f) Any recovery or settlement received in connection with any suit concerning a patent in the Patent Rights (i) first, will be shared by Cornell and LICENSEE equally until the actual out-of-pocket litigation costs of one of the Parties are fully recovered; (ii) next, shall be provided to the party that has not yet fully recovered its actual out-of-pocket litigation costs until all such costs are fully recovered; and (iii) finally, with respect to any remaining amount, shall then be shared between Cornell and LICENSEE [***]% . If, however, Cornell has no out of pocket costs, Cornell’s share of any remaining amount shall be shared as set forth in Clause 5follows: [***]. Cornell and LICENSEE agree to be bound by all determinations of patent infringement, validity, and the remaining balance shall be recovered enforceability (but no other issue) resolved by Licensee as damagesany adjudicated judgment in a suit brought in compliance with this Paragraph 5.2. 9.3 Subject to Clause 9.2(g) Notwithstanding Paragraph 5.2(c), if University commences any agreement made by LICENSEE for purposes of settling any litigation or defends any other dispute shall comply with the requirements of Paragraph 2.2. (h) Each Party will cooperate with the other Party in litigation proceedings instituted hereunder but at the expense of the Party who initiated the suit or (unless such suit is being jointly prosecuted by the Parties). (i) Any litigation proceedings on its own account, University shall do so at its own expense. University shall have will be controlled by the right to settle any such action or consent to an adverse judgment thereto, in its sole discretionParty bringing the suit, except that University Cornell may not settle such action that may impair, damage or otherwise adversely affect the licence granted to Licensee under Clause 2.1, Licensee’s use be represented by counsel of such licence, its choice in any Licensed Product, or any of Licensee’s rights/obligations hereunder, without Licensee’s prior written consent, which consent may not be unreasonably withheld or delayed. Any recovery obtained as a result of such action, whether suit brought by judgment, award, decree, or settlement, shall first be applied to reimbursement of University’s expenses in bringing such suit or proceeding (including expert, attorneys and court fees), and the balance shall be distributed between University and Licensee at a ratio of 65:35 in all cases which do not result in a sub-licence to a third party. If a suit or proceedings result in a sub-licence to a third party, then any recovery, whether by judgment, award, decree, or settlement, shall first be applied to reimbursement of University’s expenses in bringing such suit or proceeding (including expert, attorneys and court fees), and the balance to be paid to Licensee, provided that such balance shall be shared between University and Licensee according to the provisions in Clause 5.3 hereinLICENSEE.

Patent Infringement. 9.1 If either Party 23.1 In the event that The Regents (to the extent of the actual knowledge of the licensing professional responsible for the administration of this Agreement) or the Licensee learns of infringement in the infringement Field of a Prospective PatentUse of potential commercial significance of any patent licensed under this Agreement, in any jurisdiction within the Territory, it shall so inform knowledgeable party will provide the other Party in writing, including (i) with written notice of such infringement and (ii) with any evidence of such infringementinfringement available to it (the “Infringement Notice”). University may not During the period in which, and in the jurisdiction where, the Licensee has exclusive rights under this Agreement, neither The Regents nor the Licensee will notify a third party possible infringer of infringement or put such infringer on notice of the infringement existence of a Prospective Patent, save for its legal advisers, any Patent Rights without first obtaining consent of the other. If the Licensee puts such infringer on notice of the existence of any Patent Rights with respect to such infringement without first obtaining the written consent of The Regents and if a declaratory judgment action is filed by such infringer against The Regents, then Licensee, which consent shall not be unreasonably denied or delayed’s right to initiate a suit against such infringer for infringement under Paragraph 23.2 below will terminate immediately without the obligation of The Regents to provide notice to the Licensee. Both Parties shall The Regents and the Licensee will use their reasonable commercial diligent efforts in cooperation to cooperate with each other to terminate such infringementinfringement without litigation. 9.2 23.2 If infringing activity of potential commercial significance by the infringer has not been abated within [**] days following the date the Infringement Notice takes effect, then the Licensee shall have may institute suit for patent infringement against the sole rightinfringer. The Regents may voluntarily join such suit at its own expense, but may not thereafter commence suit against the obligation, to institute, prosecute and control any action, infringer for the acts of infringement that are the subject of the Licensee’s suit or proceeding to enforce the Prospective Patent with respect to infringement of the Prospective Patent and to defend any declaratory judgment with respect thereto, rendered in each case within the Territory (“Action”)that suit. University hereby agrees to assist and cooperate with Licensee, at Licensee’s expense (including payment for University’s expert’s time, and other expenses so long as such expenses are properly documented), to enable Licensee to prosecute and maintain such Action. University’s agreement to assist Licensee includes, at Licensee’s reasonable request and when it is required by law, government regulation or court order, University’s agreement to join or to procure its Affiliates to join as a nominal party to achieve sufficient legal standing for Licensee to prosecute and maintain such Action provided that, if University participates in the Action only as a nominal party, University shall have no responsibility (other than to join as a nominal party) nor be liable for any costs or expenses in relation to or arising from such Action. For clarity, such liabilities for costs or expenses shall be the responsibility of Licensee. If Licensee invites University or its Affiliates to take a more active role (other than as a nominal party) in an Action as a co-party, University shall have its sole discretion to decide joining or not and on terms to be agreed with Licensee on a case by case basis. Licensee shall have the right to settle any Action or consent to an adverse judgment thereto, in its sole discretion, except that The Licensee may not settle such action join The Regents as a party in a suit initiated by agreeing to the invalidation of a Prospective Patent or any claim therein Licensee without University’s The Regents’ prior written consent. Any recovery obtained as If, in a result of an Actionsuit initiated by the Licensee, whether The Regents is involuntarily joined other than by judgmentthe Licensee, award, decree or settlement, shall first be applied to reimbursement of Licensee’s expenses in bringing such suit or proceeding (including any attorneys, expert and court fees), and then the balance shall be considered to be Net Sales Value, and subject to the royalty payments at Licensee will [**] by The Regents arising out of such suit, including but not limited to, any [*]% as set forth *] of counsel that The Regents selects and retains to represent it in Clause 5, and the remaining balance shall be recovered by Licensee as damagessuit. 9.3 Subject to Clause 9.223.3 If, within [**] days following the date the Infringement Notice takes effect, infringing activity of potential commercial significance by the infringer has not been abated and if University commences or defends any the Licensee has not brought suit against the infringer, then The Regents may institute suit for patent infringement against the infringer. If The Regents institutes such suit, then the Licensee may not join such suit without The Regents’ consent and may not thereafter commence suit against the infringer for the acts of infringement that are the subject of The Regents’ suit or proceedings on its own accountany judgment rendered in that suit. 23.4 Notwithstanding anything to the contrary in this Agreement, University in the event that the infringement or potential infringement pertains to an issued patent included within the Patent Rights and written notice is given under the Drug Price Competition and Patent Term Restoration Act of 1984 (and/or foreign or domestic counterparts or successors of this Law), then the party in receipt of such notice under the Act (in the case of The Regents, to the extent of the actual knowledge of the Licensing Officer responsible for the administration of this Agreement) shall do so at its own expenseprovide the Infringement Notice to the other party promptly. University shall have If the time period is such that the Licensee will lose the right to settle pursue legal remedy for infringement by not notifying a third party or by not filing suit, the combined notification period and the time period to file suit will be accelerated to within [**] days of the date of such notice to either party under the Act. 23.5 Any recovery or settlement received in connection with any suit will first be shared by The Regents and the Licensee equally to cover any litigation costs each incurred and next shall be paid to The Regents or the Licensee to cover any litigation costs it incurred in excess of the litigation costs of the other. In any suit initiated by the Licensee, any recovery in excess of litigation costs will be shared between Licensee and The Regents as follows: (a) for any recovery other than amounts paid for willful infringement: (i) The Regents will receive [**] percent ([**]%) of the recovery if The Regents was not a party in the litigation and did not incur any litigation costs, (ii) The Regents will receive [**] percent ([**]%) of the recovery if The Regents was a party in the litigation whether joined as a party under the provisions of Paragraph 23.2 or otherwise, but did not incur any litigation costs, and (iii) The Regents will receive [**] percent ([**]%) of the recovery if The Regents incurred more than [**] litigation costs in connection with the litigation; and (b) for any recovery for willful infringement, The Regents will receive [**] percent ([**]%) of the recovery. In any suit initiated by The Regents, any recovery in excess of litigation costs will belong to The Regents. The Regents and the Licensee agree to be bound by all determinations of patent infringement, validity and enforceability (but no other issue) resolved by any adjudicated judgment in a suit brought in compliance with this Article 23 (Patent Infringement). 23.6 Any agreement made by the Licensee for purposes of settling litigation or other dispute shall comply with the requirements of Article 3 (Sublicenses) of this Agreement. Any up-front fees (e.g., fees, royalties on past sales, or other payments) paid to the Licensee as part of a sublicense or other agreement made in the settlement of an infringement action will be applied first to reimburse the legal expenses and legal fees of the Licensee (and The Regents, if applicable) relating to such suit. The balance remaining of any such action or consent to an adverse judgment thereto, up-front fees will be considered revenue from a Sublicensee and The Regents will receive [**] percent ([**]%) of such amount. 23.7 Each party will cooperate with the other in its sole discretionlitigation proceedings instituted hereunder but at the expense of the party who initiated the suit (unless such suit is being jointly prosecuted by the parties). 23.8 Any litigation proceedings will be controlled by the party bringing the suit, except that University The Regents may not settle such action that may impairbe represented by counsel of its choice in any suit brought by the Licensee, damage or otherwise adversely affect with counsel paid for the licence granted to Licensee under Clause 2.1, Licensee’s use in case of such licence, any Licensed Product, or any conflict of Licensee’s rights/obligations hereunder, without Licensee’s prior written consent, which consent may not be unreasonably withheld or delayed. Any recovery obtained as a result of such action, whether by judgment, award, decree, or settlement, shall first be applied to reimbursement of University’s expenses in bringing such suit or proceeding (including expert, attorneys and court fees)interest, and by The Regents in any other cases. In any suit brought by The Regents, the balance shall Licensee may be distributed between University and Licensee at a ratio represented by counsel of 65:35 its choice, with counsel paid for by The Regents in all cases which do not result in a sub-licence to a third party. If a suit or proceedings result in a sub-licence to a third party, then any recovery, whether by judgment, award, decree, or settlement, shall first be applied to reimbursement case of University’s expenses in bringing such suit or proceeding (including expert, attorneys and court fees)conflict of interest, and by the balance to be paid to Licensee, provided that such balance shall be shared between University and Licensee according to the provisions in Clause 5.3 hereinany other cases.

Patent Infringement. 9.1 If either Party 16.1 In the event that Licensee learns of the substantial infringement of a Prospective Patentany patent licensed under this Agreement, Licensee will call The Regents' attention thereto in any jurisdiction within the Territory, it shall so inform the other Party in writing, including any writing and will provide The Regents with reasonable evidence of such infringement. University may not Both parties to this Agreement agree that during the period and in a jurisdiction where Licensee has exclusive rights under this Agreement, neither will notify a third party of the infringement of a Prospective Patent, save for its legal advisers, any of Patent Rights without first obtaining written consent of Licenseethe other party, which consent shall will not be unreasonably denied or delayedwithheld. Both Parties shall parties will use their reasonable commercial best efforts in cooperation with each other to terminate such infringementinfringement without litigation. 9.2 16.2 Licensee shall have may request that The Regents take legal action against the sole right, but not the obligation, to institute, prosecute and control any action, suit or proceeding to enforce the Prospective Patent with respect to infringement of the Prospective Patent Rights. Such request must be made in writing and must include reasonable evidence of such infringement and damages to defend any declaratory judgment with respect thereto, in each case within the Territory (“Action”). University hereby agrees to assist and cooperate with Licensee, at Licensee’s expense (including payment for University’s expert’s time, and other expenses so long as such expenses are properly documented), to enable Licensee to prosecute and maintain such Action. University’s agreement to assist Licensee includes, at Licensee’s reasonable request and when it is required by law, government regulation or court order, University’s agreement to join or to procure its Affiliates to join as a nominal party to achieve sufficient legal standing for Licensee to prosecute and maintain such Action provided that, if University participates in the Action only as a nominal party, University shall have no responsibility (other than to join as a nominal party) nor be liable for any costs or expenses in relation to or arising from such Action. For clarity, such liabilities for costs or expenses shall be the responsibility of Licensee. If Licensee invites University or its Affiliates to take a more active role the infringing activity has not been abated within ninety (other than as a nominal party90) in an Action as a co-partydays following the effective date of such request, University shall have its sole discretion to decide joining or not and on terms to be agreed with Licensee on a case by case basis. Licensee shall The Regents will have the right to settle any Action or consent to an adverse judgment thereto, in its sole discretion, except that Licensee may not settle such action by agreeing to the invalidation of a Prospective Patent or any claim therein without University’s prior written consent. Any recovery obtained as a result of an Action, whether by judgment, award, decree or settlement, shall first be applied to reimbursement of Licensee’s expenses in bringing such elect to: 16.2.1 commence suit or proceeding (including any attorneys, expert and court fees), and the balance shall be considered to be Net Sales Value, and subject to the royalty payments at [***]% as set forth in Clause 5, and the remaining balance shall be recovered by Licensee as damages. 9.3 Subject to Clause 9.2, if University commences or defends any suit or proceedings on its own account; or 16.2.2 refuse to participate in such suit. 16.3 The Regents will give notice of its election in writing to Licensee by the end of the one-hundredth (100th) day after receiving notice of Licensee's request to bring suit; provided, University however, that if suit must be brought earlier pursuant to any applicable rule, regulation or policy of a governmental authority and The Regents are made aware of such rule, regulation, policy or governmental authority, then The Regents will give notice of its election sufficiently in advance of any applicable deadline to permit suit to be brought by The Regents or Licensee. In particular, counsel of The Regents will make his/her best efforts either to obtain permission from The Regents to enter into such law suit or to provide such notice to Licensee within thirty (30) days of receiving any notice of the filing of an Abbreviated New Drug Application (ANDA) for a Patent Product. Licensee may thereafter bring suit for patent infringement if and only if The Regents elects not to commence suit and if the infringement occurred during the period and in a jurisdiction where Licensee had exclusive rights under this Agreement. 16.4 If suit is brought solely by The Regents, then Licensee may bring a second, separate suit following the conclusion of any suit brought by The Regents unless The Regents provides reasonable institutional or conflict-of- interest grounds for precluding Licensee from filing a second, separate suit. In such event Licensee shall do so at its own expense. University shall not have the right to settle file such separate suit. 16.5 If either party elects to bring suit in accordance with this Article 16, the other party may thereafter join suit at its own expense unless The Regents provides reasonable institutional or conflict-of-interest grounds for precluding Licensee from joining a suit filed solely by The Regents. In such event, Licensee shall not have the right to join such suit. 16.6 If the parties bring suit jointly (seeking damages on behalf of both parties) the parties will control the suit jointly, but, if the parties take differing positions on the issue of validity of the Patent Rights, The Regents may control the resolution of such issue. In such event, the parties will share expenses equally, and all recoveries, whether through settlement or litigation, will be allocated in the following order: i) to each party reimbursement in equal amounts of the attorneys' costs, fees, and other related expenses to the extent each party paid for such costs, fees and expenses until all such costs, fees, and expenses are reimbursed for each party; ii) all remaining amounts other than enhanced damages will be allocated based on good faith negotiations between The Regents and Licensee, taking into account lost royalties due The Regents, lost profits due Licensee, or any such action or consent other damages theory utilized by the court; iii) enhanced damages will be paid one-half to an adverse judgment theretoThe Regents and one-half to Licensee. 16.7 If either party brings suit alone, then the other party will cooperate in its sole discretionthe proceedings but at the expense of the party on account of whom suit is brought. Such litigation will be controlled by the party bringing the suit, except that University The Regents may not settle be represented by counsel of its own choice in any suit brought by Licensee. All recoveries (whether through settlement or litigation) from such action that may impair, damage or otherwise adversely affect will belong to the licence granted to Licensee under Clause 2.1, Licensee’s use of such licence, any Licensed Product, or any of Licensee’s rights/obligations hereunder, without Licensee’s prior written consent, which consent may not be unreasonably withheld or delayed. Any recovery obtained as a result of such action, whether by judgment, award, decree, or settlement, shall first be applied to reimbursement of University’s expenses in party bringing such suit or proceeding (including expert, attorneys and court fees), and the balance shall be distributed between University and Licensee at a ratio of 65:35 in all cases which do not result in a sub-licence to a third party. If a suit or proceedings result in a sub-licence to a third party, then any recovery, whether by judgment, award, decree, or settlement, shall first be applied to reimbursement of University’s expenses in bringing such suit or proceeding (including expert, attorneys and court fees), and the balance to be paid to Licenseesuit, provided that such balance shall neither party recovers damages suffered by the other or is compensated for licensing rights that may only be shared between University and Licensee according granted to an infringing third party pursuant to the provisions in Clause 5.3 hereinterms and conditions of this Agreement. In case of The Regents decision not to require an injunction or its failure to succeed on a claim for an injunction, such non-requirement or failure shall not be deemed to be a license grant.

Patent Infringement. 9.1 If either Party learns (a) In the event that EMORY or INSTITUTION becomes aware of the infringement or claim of a Prospective Patentinfringement of any patent within any territory under the PATENT RIGHTS, in any jurisdiction within the Territory, it each shall so inform the other Party in writingwriting of all details available. If the PATENT RIGHTS have not already been licensed, including any evidence the parties shall confer with the intent of such infringement. University may not notify a third party of the infringement of a Prospective Patent, save for its legal advisers, without first obtaining written consent of Licensee, which consent shall not be unreasonably denied or delayed. Both Parties shall use their reasonable commercial efforts reaching mutual agreement on whether and in cooperation with each other to terminate such infringement. 9.2 Licensee shall have the sole right, but not the obligation, to institute, prosecute and control any action, suit or proceeding what manner to enforce the Prospective Patent rights of the parties thereto, whether by appropriate legal proceedings or otherwise (including, without limitation, the settlement or abandonment of any claim either party may have against any third party). EMORY and INSTITUTION shall share all costs relating to any such agreed upon enforcement action in the same proportions as the parties will share revenues under Section 4 herein. Any sums recovered with respect to infringement of the Prospective Patent and to defend any declaratory judgment with respect thereto, in each case within the Territory (“Action”). University hereby agrees to assist and cooperate with Licensee, at Licensee’s expense (including payment for University’s expert’s time, and other expenses so long as such expenses are properly documented), to enable Licensee to prosecute and maintain such Action. University’s agreement to assist Licensee includes, at Licensee’s reasonable request and when it is required by law, government regulation or court order, University’s agreement to join or to procure its Affiliates to join as a nominal party to achieve sufficient legal standing for Licensee to prosecute and maintain such Action provided that, if University participates in the Action only as a nominal party, University shall have no responsibility (other than to join as a nominal party) nor be liable for any costs or expenses in relation to or arising from such Action. For clarity, such liabilities for costs or expenses action shall be the responsibility of Licensee. If Licensee invites University or its Affiliates applied first to take a more active role (other than as a nominal party) in an Action as a coreimburse out-party, University shall have its sole discretion to decide joining or not of-pocket expenses incurred by EMORY and on terms to be agreed with Licensee on a case by case basis. Licensee shall have the right to settle any Action or consent to an adverse judgment thereto, in its sole discretion, except that Licensee may not settle such action by agreeing INSTITUTION relating to the invalidation of a Prospective Patent or any claim therein without University’s prior written consent. Any recovery obtained as a result of an Action, whether by judgment, award, decree or settlement, shall first be applied to reimbursement of Licensee’s expenses in bringing such suit or proceeding (including any attorneys, expert and court fees), enforcement action and the balance remaining sums shall be considered to deemed NET REVENUES hereunder and shall be Net Sales Value, and subject to shared by the royalty payments at [***]% parties as set forth in Clause 5Section 4 above. (b) If either EMORY or INSTITUTION elects not to enforce or to continue to enforce the PATENT RIGHTS, it shall notify the other in writing. Under such circumstances, the other party, may elect to prosecute the infringers at its sole expense provided that (i) the party electing to prosecute shall pay all costs and expenses arising out of such prosecution, (ii) the party electing to prosecute shall not have any right to surrender the non-prosecuting party’s rights or to grant any infringer any rights other than a license subject to the conditions of Article 3 herein, and (iii) any sums recovered with respect to any such action shall be applied first to reimburse out-of-pocket expenses incurred by the parties relating to the enforcement action and the remaining sums, including NET REVENUES, shall be shared by the parties in proportion to their financial contribution toward the enforcement action. In any infringement suit instituted to enforce the PATENT RIGHTS pursuant to this AGREEMENT, both parties shall, at the request and expense of the party initiating such suit, make a reasonable effort to cooperate in all respects and, to the extent possible, have its employees testify when requested and make available relevant records, papers, information, samples, and the remaining balance shall be recovered by Licensee as damageslike. 9.3 Subject to Clause 9.2, if University commences or defends any suit or proceedings on its own account, University shall do so at its own expense. University shall have the right to settle any such action or consent to an adverse judgment thereto, in its sole discretion, except that University may not settle such action that may impair, damage or otherwise adversely affect the licence granted to Licensee under Clause 2.1, Licensee’s use of such licence, any Licensed Product, or any of Licensee’s rights/obligations hereunder, without Licensee’s prior written consent, which consent may not be unreasonably withheld or delayed. Any recovery obtained as a result of such action, whether by judgment, award, decree, or settlement, shall first be applied to reimbursement of University’s expenses in bringing such suit or proceeding (including expert, attorneys and court fees), and the balance shall be distributed between University and Licensee at a ratio of 65:35 in all cases which do not result in a sub-licence to a third party. If a suit or proceedings result in a sub-licence to a third party, then any recovery, whether by judgment, award, decree, or settlement, shall first be applied to reimbursement of University’s expenses in bringing such suit or proceeding (including expert, attorneys and court fees), and the balance to be paid to Licensee, provided that such balance shall be shared between University and Licensee according to the provisions in Clause 5.3 herein.

Patent Infringement. 9.1 (a) If either Party learns of the any substantial infringement of a Prospective PatentPatent Rights, in any jurisdiction within the Territory, it such Party shall so reasonably promptly inform the other Party in writing, including and provide the other Party with any available evidence of such the infringement. University may not Neither party shall notify a third party of the infringement of a Prospective Patent, save for its legal advisers, Patent Rights without first obtaining written the consent of Licensee, which consent shall not be unreasonably denied or delayedthe other party. Both Parties shall use their reasonable commercial efforts in and cooperation with each other to terminate such infringementinfringement without litigation. 9.2 (b) From and after the Effective Date, Licensee shall have the sole first right, but not the obligation, to instituteenforce Patent Rights against any actual, prosecute and control any action, suit alleged or proceeding to enforce threatened infringement or misappropriation by third parties in the Prospective Patent with respect to infringement of the Prospective Patent and to defend any declaratory judgment with respect thereto, in each case within the Territory (“Action”). University hereby agrees to assist and cooperate with LicenseeTerritory, at Licensee’s expense (including payment for University’s expert’s timesole expense. In the event Licensee elects to bring and prosecute such an action, and other expenses so long as such expenses are properly documented), to enable Licensee to prosecute and maintain such Action. University’s agreement to Cornell shall reasonably assist Licensee includes, and cooperate in any such action at Licensee’s reasonable request (and when it is required Licensee shall reimburse all reasonable, documented, out-of-pocket expenses incurred by lawCornell in connection therewith), government regulation and Licensee shall seek and reasonably consider Cornell’s comments before determining the strategy. Without limiting the foregoing, Licensee shall keep Cornell advised of all material communications, actual and prospective filings or court ordersubmissions regarding such action, University’s agreement and shall provide Cornell copies of and an opportunity to join or to procure its Affiliates to join as a nominal party to achieve sufficient legal standing for Licensee to prosecute review and maintain comment on any such Action provided thatmaterial communications, if University participates in the Action only as a nominal party, University shall have no responsibility (other than to join as a nominal party) nor be liable for any costs or expenses in relation to or arising from such Action. For clarity, such liabilities for costs or expenses shall be the responsibility of Licensee. If Licensee invites University or its Affiliates to take a more active role (other than as a nominal party) in an Action as a co-party, University shall have its sole discretion to decide joining or not filings and on terms to be agreed with Licensee on a case by case basissubmissions. Licensee shall have the right to settle any Action not settle, or consent to an adverse any judgment theretoin, in its sole discretion, except that Licensee may not settle such any action by agreeing to the invalidation of a Prospective Patent or any claim therein under this Paragraph 5.2(b) without UniversityCornell’s prior written consent, not to be unreasonably withheld or delayed. (c) From and after the Effective Date, Cornell may request that Licensee take legal action against a third party for the infringement of Patent Rights in the Field and within the Territory. Any recovery obtained as a result of an Action, whether by judgment, award, decree or settlement, shall first be applied to reimbursement of Licensee’s expenses in bringing such suit or proceeding (including any attorneys, expert and court fees), and the balance Such request shall be considered made in writing and shall include any available evidence of such infringement and damages. If the infringing activity has not abated ninety (90) days following Cornell’s request, Licensee shall elect to be Net Sales Value, and subject or not to the royalty payments at [***]% as set forth in Clause 5, and the remaining balance shall be recovered by Licensee as damages. 9.3 Subject to Clause 9.2, if University commences or defends any commence suit or proceedings on its own account, University . Licensee shall do so give notice of its election in writing to Cornell by the end of the one-hundredth (100th) day after receiving notice of such request from Cornell. Cornell may thereafter bring suit for patent infringement and any related claims at its own expenseexpense and Licensee will cooperate with Cornell. University If Cornell elects to bring and prosecute such an action, then Cornell shall have seek and reasonably consider Licensee’s comments on strategy. Without limiting the right foregoing, Cornell shall keep Licensee advised of all material communications, actual and prospective filings or submissions regarding such action, and shall provide Licensee copies of and an opportunity to settle any such action review. Cornell shall not settle, or consent to an adverse any judgment thereto, in its sole discretion, except that University may not settle such action that may impair, damage or otherwise adversely affect the licence granted to Licensee under Clause 2.1, Licensee’s use of such licencein, any Licensed Product, or any of Licensee’s rights/obligations hereunderaction under this Paragraph 5.2(c), without Licensee’s prior written consent, which consent may not to be unreasonably withheld or delayed. . (d) Any recovery obtained as or settlement received in connection with any suit brought pursuant to Paragraphs 5.2(b) or 5.2(c) will [***].[***].[***]. Cornell and Licensee agree to be bound by all determinations of patent infringement, validity, and enforceability (but no other issue) resolved by any adjudicated judgment in a result of such action, whether by judgment, award, decree, or settlement, shall first be applied to reimbursement of University’s expenses suit brought in bringing such suit or proceeding compliance with this Paragraph 5.2. (including expert, attorneys and court feese) Notwithstanding 5.2(d), and any agreement made by Licensee for purposes of settling litigation or other dispute shall comply with the balance requirements of Paragraph 2.2 (Sublicense) of this Agreement. (f) Each party shall cooperate with the other in litigation proceedings at the expense of the party bringing suit. Litigation shall be distributed between University and Licensee controlled by the party bringing the suit. CRF and/or Cornell may be represented by counsel of its choice at a ratio its own expense in any suit brought by Licensee. For the sake of 65:35 clarity, each party may be represented by counsel of its choice in all cases which do not result in a sub-licence to a third party. If a any suit or proceedings result in a sub-licence to a third party, then any recovery, whether brought against them by judgment, award, decree, or settlement, shall first be applied to reimbursement of University’s expenses in bringing such suit or proceeding (including expert, attorneys and court fees), and the balance to be paid to Licensee, provided that such balance shall be shared between University and Licensee according to the provisions in Clause 5.3 hereinalleged infringer.

Patent Infringement. 9.1 If 14.1 In the event that either Party learns of the substantial infringement of a Prospective Patentany CHARAK PATENT RIGHT under this AGREEMENT, in any jurisdiction within the Territory, it shall so inform that Party will promptly provide the other Party in writing, including any with notice and reasonable evidence of such infringement. University may not notify a third party of the infringement of a Prospective Patent, save for its legal advisers, without first obtaining written consent of Licensee, which consent shall not be unreasonably denied or delayed(“Infringement Notice”). Both Parties shall will use their reasonable commercial efforts diligent efforts, in cooperation with each other other, to terminate such infringementinfringement without litigation. 9.2 Licensee 14.2 ROCKWELL shall have the sole right, but not the obligation, to institute, prosecute and control any action, suit legal proceedings to prevent or proceeding to enforce restrain infringement or misappropriation of the Prospective Patent CHARAK PATENT RIGHTS only with respect to infringement of the Prospective Patent infringing LICENSE PRODUCTS; and to defend any declaratory judgment with respect thereto, in each case within the Territory (“Action”). University hereby CHARAK agrees to assist and cooperate with Licensee, at Licensee’s expense (including payment for University’s expert’s time, and other expenses so long as such expenses are properly documented), to enable Licensee to prosecute and maintain such Action. University’s agreement to assist Licensee includes, at Licensee’s reasonable request and when it is required by law, government regulation or court order, University’s agreement to join or to procure its Affiliates to join as a nominal party to achieve sufficient such legal standing for Licensee proceedings as required. CHARAK agrees to prosecute and maintain such Action provided that, if University participates assist as reasonably requested in the Action only prosecution of such legal proceedings. ROCKWELL shall reimburse CHARAK for all reasonable expenses incurred in providing such assistance to ROCKWELL. If CHARAK joins as a nominal partyparty to any suit initiated by ROCKWELL pursuant to this Section 14.2, University shall have CHARAK shall, provided there is no responsibility (conflict of interest with ROCKWELL or any other than to join as a nominal party) nor supervening right of CHARAK which may be liable for any costs or expenses in relation to or arising from such Action. For clarity, such liabilities for costs or expenses shall be the responsibility of Licensee. If Licensee invites University or its Affiliates to take a more active role (other than as a nominal party) in an Action as a co-party, University shall have its sole discretion to decide joining or not and on terms likely to be agreed with Licensee on a case in issue, be represented by case basis. Licensee counsel approved by ROCKWELL which shall have the right to settle any Action or consent to an adverse judgment thereto, in its sole discretion, except that Licensee may not settle such action by agreeing to the invalidation of a Prospective Patent or any claim therein without University’s prior written consent. Any recovery obtained as a result of an Action, whether by judgment, award, decree or settlement, shall first be applied to reimbursement of Licensee’s expenses in bringing such suit or proceeding (including any attorneys, expert and court fees), and the balance shall be considered to be Net Sales Value, and subject to the royalty payments at [***]% as set forth in Clause 5, and the remaining balance shall be recovered by Licensee as damages. 9.3 Subject to Clause 9.2, if University commences or defends any suit or proceedings on its own account, University shall do so at its own expense. University shall have the right to settle any such action or consent to an adverse judgment thereto, in its sole discretion, except that University may not settle such action that may impair, damage or otherwise adversely affect the licence granted to Licensee under Clause 2.1, Licensee’s use of such licence, any Licensed Product, or any of Licensee’s rights/obligations hereunder, without Licensee’s prior written consent, which consent may not be unreasonably withheld or delayed. 14.3 In the event ROCKWELL decides that it will not institute proceedings to prevent or restrain such infringement or misappropriation, CHARAK shall have the right, but not the obligation to institute, prosecute and control legal proceedings to prevent or restrain such infringement utilizing counsel of its own choice, at its expense. Any recovery obtained ROCKWELL agrees to assist as a result reasonably requested in the prosecution of such actionlegal proceedings. CHARAK shall reimburse ROCKWELL for all reasonable and documented expenses incurred in providing such assistance. 14.4 All recoveries for legal action will be allocated in the following order: a) to each party reimbursement of the attorney’s costs, whether fees, and other related expenses to the extent each party paid for such costs, fees, and expenses until all such costs, fees, and expenses are consumed for each party; b) only to the extent the recovery is derived from a legal action under Section 14.2, any remaining amount recovered by judgmentROCKWELL shall be considered SUBLICENSE INCOME of ROCKWELL subject to Section 5.4 of this AGREEMENT; and (c) any remaining amounts received from a legal action under Section 14.3 shall be kept solely by CHARAK. 14.5 Notwithstanding the provisions of Article 14, awardin the event that a declaratory judgment action or any other action alleging invalidity or non-infringement is filed by a THIRD PARTY or in the event that any counterclaim or response by an infringer in connection with an enforcement action undertaken by ROCKWELL pursuant to Article 14 is filed, decreeROCKWELL, or settlementat its initial option, shall first be applied have the rights, within thirty (30) days of notification of same, to reimbursement assume defense of Universitythe action at ROCKWELL’s expenses in bringing such suit or proceeding (including expert, attorneys and court fees), and the balance shall be distributed between University and Licensee at a ratio of 65:35 in all cases which do not result in a sub-licence to a third party. If a suit or proceedings result in a sub-licence to a third party, then any recovery, whether by judgment, award, decree, or settlement, shall first be applied to reimbursement of University’s expenses in bringing such suit or proceeding (including expert, attorneys and court fees), and the balance to be paid to Licenseeexpense, provided that such balance shall be shared between University CHARAK may employ legal counsel to represent it and Licensee according participate in any related legal proceedings to the provisions in Clause 5.3 hereinprotect its interests, at its own expense.

Patent Infringement. 9.1 If either Party learns 15.1 Licensee shall inform Licensor promptly in writing of any alleged infringement of the infringement of a Prospective Patent, in any jurisdiction within the Territory, it shall so inform the other Party in writing, including any evidence of such infringement. University may not notify Patent Rights by a third party and of the infringement of a Prospective Patent, save for its legal advisers, without first obtaining written consent of Licensee, which consent shall not be unreasonably denied or delayed. Both Parties shall use their reasonable commercial efforts in cooperation with each other to terminate such infringementany available evidence thereof. 9.2 15.2 During the term of this Agreement, Licensee shall have the sole right, but shall not the obligationbe obligated, to instituteprosecute at its own expense all infringements of the Patent Rights in the Field and in the Territory if Licensee has notified Licensor in writing of its intent to prosecute; provided, prosecute however, that such right to bring such an infringement action shall remain in effect only for so long as the license granted herein remains exclusive. In furtherance of such right, Licensor hereby agrees that Licensee may include Licensor as a party plaintiff in any such suit, without expense to Licensor. The total cost of any such infringement action commenced or defended solely by Licensee shall be borne by Licensee and control Licensor shall receive a percentage of any recovery or damages for past infringement derived therefrom which is equal to the percentage royalty due Licensor under Article 4. Licensee shall indemnify Licensor against any order for costs that may be made against Licensor in such proceedings. 15.3 If within six (6) months after having been notified of any alleged infringement, Licensee shall have been unsuccessful in persuading the alleged infringer to desist and shall not have brought and shall not be diligently prosecuting an infringement action, or if Licensee shall notify Licensor at any time prior thereto of its intention not to bring suit or proceeding against any alleged infringer, then, and in those events only, Licensor shall have the right, but shall not be obligated, to enforce the Prospective Patent with respect to prosecute at its own expense any infringement of the Prospective Patent Rights, and to defend Licensor may, for such purposes, use the name of Licensee as party plaintiff. Licensor shall bear all costs and expenses of any such suit. In any settlement or other conclusion, by litigation or otherwise, Licensor shall keep any recovery or damages for past infringement derived therefrom. 15.4 In the event that a declaratory judgment with respect theretoaction alleging invalidity or infringement of any of the Patent Rights shall be brought against Licensor, in each case within the Territory (“Action”). University hereby agrees to assist and cooperate with Licensee, at Licensee’s expense (including payment for University’s expert’s timeits option, and other expenses so long as such expenses are properly documented), to enable Licensee to prosecute and maintain such Action. University’s agreement to assist Licensee includes, at Licensee’s reasonable request and when it is required by law, government regulation or court order, University’s agreement to join or to procure its Affiliates to join as a nominal party to achieve sufficient legal standing for Licensee to prosecute and maintain such Action provided that, if University participates in the Action only as a nominal party, University shall have no responsibility (other than to join as a nominal party) nor be liable for any costs or expenses in relation to or arising from such Action. For clarity, such liabilities for costs or expenses shall be the responsibility of Licensee. If Licensee invites University or its Affiliates to take a more active role (other than as a nominal party) in an Action as a co-party, University shall have its sole discretion to decide joining or not and on terms to be agreed with Licensee on a case by case basis. Licensee shall have the right right, within thirty (30) days after commencement of such action, to settle any Action or consent to an adverse judgment thereto, in its intervene and take over the sole discretion, except that Licensee may not settle such defense of the action by agreeing to the invalidation of a Prospective Patent or any claim therein without University’s prior written consent. Any recovery obtained as a result of an Action, whether by judgment, award, decree or settlement, shall first be applied to reimbursement of Licensee’s expenses in bringing such suit or proceeding (including any attorneys, expert and court fees), and the balance shall be considered to be Net Sales Value, and subject to the royalty payments at [***]% as set forth in Clause 5, and the remaining balance shall be recovered by Licensee as damages. 9.3 Subject to Clause 9.2, if University commences or defends any suit or proceedings on its own account, University shall do so at its own expense. University shall . 15.5 In any infringement suit either party may institute to enforce the Patent Rights pursuant to this Agreement, the other party shall, at the request and expense of the party initiating such suit, cooperate in all respects and, to the extent possible, have the right to settle any such action or consent to an adverse judgment theretoits employees testify when requested and make available relevant records, in its sole discretioninformation, except that University may not settle such action that may impairsamples, damage or otherwise adversely affect the licence granted to Licensee under Clause 2.1, Licensee’s use of such licence, any Licensed Product, or any of Licensee’s rights/obligations hereunder, without Licensee’s prior written consent, which consent may not be unreasonably withheld or delayed. Any recovery obtained as a result of such action, whether by judgment, award, decree, or settlement, shall first be applied to reimbursement of University’s expenses in bringing such suit or proceeding (including expert, attorneys and court fees)specimens, and the balance shall be distributed between University and Licensee at a ratio of 65:35 in all cases which do not result in a sub-licence to a third party. If a suit or proceedings result in a sub-licence to a third party, then any recovery, whether by judgment, award, decree, or settlement, shall first be applied to reimbursement of University’s expenses in bringing such suit or proceeding (including expert, attorneys and court fees), and the balance to be paid to Licensee, provided that such balance shall be shared between University and Licensee according to the provisions in Clause 5.3 hereinother evidence upon request.

Patent Infringement. 9.1 If either Party 8.1 In the event PHS or the Institution, including its licensees, shall learn of the substantial infringement of any patent subject to this Agreement, the party who learns of the infringement shall promptly notify the other party in writing and shall provide the other party with all available evidence of a Prospective Patentthe infringement. The Institution and its licensees, in any jurisdiction cooperation with PHS, shall use their best efforts to eliminate the infringement without litigation. If the efforts of the parties are not successful in eliminating the infringement within ninety (90) days after the Territory, it shall so inform the other Party in writing, including any evidence of such infringement. University may not notify a third party infringer has been formally notified of the infringement of a Prospective Patentby the Institution, save for its legal advisers, without first obtaining written consent of Licensee, which consent shall not be unreasonably denied or delayed. Both Parties shall use their reasonable commercial efforts in cooperation with each other to terminate such infringement. 9.2 Licensee the Institution shall have the sole right, but not the obligationafter consulting with PHS, to institute, prosecute and control any action, commence suit on its own account or to permit the Institution’s licensee to commence suit on the licensee’s own account. PITS may join the Institution’s suit or proceeding to enforce commence its own suit. 8.2 If neither the Prospective Patent with respect to infringement Institution nor its licensee (i) bring suit within one (1) year after the parties arc formally notified of the Prospective Patent existence of an infringement, or (ii) are in negotiations with the infringing party to xxxxx the infringement within such one (1) year period and either xxxxx the infringement or bring suit within an additional one (1) year period; then PHS may bring suit to defend any declaratory judgment with respect thereto, in each case within xxxxx the Territory (“Action”). University hereby agrees infringement at PHS’ sole expense. 8.3 Neither a licensee nor the Institution shall take action to assist and cooperate with Licensee, at Licensee’s expense (including payment for University’s expert’s time, and other expenses so long as such expenses are properly documented), compel PHS either to enable Licensee to prosecute and maintain such Action. University’s agreement to assist Licensee includes, at Licensee’s reasonable request and when it is required by law, government regulation initiate or court order, University’s agreement to join or to procure its Affiliates to join as in any suit for patent infringement. Should the Government be made a nominal party to achieve sufficient legal standing for Licensee to prosecute and maintain such Action provided thatany suit by motion or ally other action of a licensee or the Institution, if University participates in the Action only as a nominal party, University licensee or the Institution shall have no responsibility (other than to join as a nominal party) nor be liable reimburse the Government for any costs costs, expenses, or expenses in relation to or arising from such Action. For clarity, such liabilities for costs or expenses shall be fees which the responsibility of Licensee. If Licensee invites University or its Affiliates to take a more active role (other than as a nominal party) in an Action as a co-party, University shall have its sole discretion to decide joining or not and on terms to be agreed with Licensee on a case by case basis. Licensee shall have the right to settle any Action or consent to an adverse judgment thereto, in its sole discretion, except that Licensee may not settle such action by agreeing to the invalidation of a Prospective Patent or any claim therein without University’s prior written consent. Any recovery obtained Government incurs as a result of an Actionthe motion or other action, whether including any and all costs incurred by judgment, award, decree PHS in opposing any joinder action. 8.4 Legal action or settlement, suits to eliminate infringement or recover damages pursuant to Paragraph 8.1 shall be at the full expense of the party by whom suit is brought. All damages recovered thereby shall first be applied used to reimbursement of Licensee’s reimburse each party for its expenses in bringing such suit or proceeding (including any attorneys, expert and court fees)relating to the legal action, and the balance remainder of the damages shall be considered to be Net Sales Value, and subject to the royalty payments at [***]% as set forth in Clause 5, and the remaining balance shall be recovered by Licensee as damagesRevenues. 9.3 Subject 8.5 Each party agrees to Clause 9.2cooperate with the other in litigation proceedings. PHS may be represented, if University commences or defends any suit or proceedings on its own account, University shall do so at its own expense. University shall have the right to settle , by counsel of its choice in any such action or consent to an adverse judgment thereto, in its sole discretion, except that University may not settle such action that may impair, damage or otherwise adversely affect the licence granted to Licensee under Clause 2.1, Licensee’s use of such licence, any Licensed Product, or any of Licensee’s rights/obligations hereunder, without Licensee’s prior written consent, which consent may not be unreasonably withheld or delayed. Any recovery obtained as a result of such action, whether by judgment, award, decree, or settlement, shall first be applied to reimbursement of University’s expenses in bringing such suit or proceeding (including expert, attorneys and court fees), and the balance shall be distributed between University and Licensee at a ratio of 65:35 in all cases which do not result in a sub-licence to a third party. If a suit or proceedings result in a sub-licence to a third party, then any recovery, whether by judgment, award, decree, or settlement, shall first be applied to reimbursement of University’s expenses in bringing such suit or proceeding (including expert, attorneys and court fees), and the balance to be paid to Licensee, provided that such balance shall be shared between University and Licensee according to the provisions in Clause 5.3 hereinsuit.

Patent Infringement. 9.1 (a) If either Party LICENSEE learns of the any substantial infringement of a Prospective PatentPatent Rights, in any jurisdiction within the Territory, it LICENSEE shall so inform the other Party in writing, including any VTIP and provide VTIP with reasonable evidence of such the infringement. University may not Neither party shall notify a third party of the infringement of a Prospective Patent, save for its legal advisers, Patent Rights without first obtaining written the consent of Licensee, which consent shall not be unreasonably denied or delayedthe other party. Both Parties parties shall use their reasonable commercial efforts in and cooperation with each other to terminate such infringementinfringement without litigation. 9.2 Licensee shall have (b) LICENSEE may request VTIP to take legal action against such third party for the sole right, but not the obligation, to institute, prosecute and control any action, suit or proceeding to enforce the Prospective Patent with respect to infringement of Patent Rights. Such request shall be made in writing and shall include reasonable evidence of such infringement and damages to LICENSEE. If the Prospective Patent and to defend any declaratory judgment with respect theretoinfringing activity has not abated thirty (30) days following LICENSEE’S request, in each case within the Territory (“Action”). University hereby agrees to assist and cooperate with Licensee, at Licensee’s expense (including payment for University’s expert’s time, and other expenses so long as such expenses are properly documented), to enable Licensee to prosecute and maintain such Action. University’s agreement to assist Licensee includes, at Licensee’s reasonable request and when it is required by law, government regulation or court order, University’s agreement to join or to procure its Affiliates to join as a nominal party to achieve sufficient legal standing for Licensee to prosecute and maintain such Action provided that, if University participates in the Action only as a nominal party, University VTIP shall have no responsibility (other than to join as a nominal party) nor be liable for any costs or expenses in relation elect to or arising from such Action. For clarity, such liabilities for costs or expenses shall be the responsibility of Licensee. If Licensee invites University or its Affiliates not to take a more active role (other than as a nominal party) in an Action as a co-party, University shall have its sole discretion to decide joining or not and on terms to be agreed with Licensee on a case by case basis. Licensee shall have the right to settle any Action or consent to an adverse judgment thereto, in its sole discretion, except that Licensee may not settle such action by agreeing to the invalidation of a Prospective Patent or any claim therein without University’s prior written consent. Any recovery obtained as a result of an Action, whether by judgment, award, decree or settlement, shall first be applied to reimbursement of Licensee’s expenses in bringing such commence suit or proceeding (including any attorneys, expert and court fees), and the balance shall be considered to be Net Sales Value, and subject to the royalty payments at [***]% as set forth in Clause 5, and the remaining balance shall be recovered by Licensee as damages. 9.3 Subject to Clause 9.2, if University commences or defends any suit or proceedings on its own account, University . VTIP shall do so give notice of its election in writing to LICENSEE by the end of the sixtieth (60th) day after receiving notice of such request from LICENSEE. LICENSEE may thereafter bring suit for patent infringement at its own expense, if and only if VTIP elects not to commence suit and the infringement occurred in a jurisdiction where LICENSEE has an exclusive license under this Agreement. University If LICENSEE elects to bring suit, VTIP may join that suit at its own expense. (c) Recoveries from actions brought pursuant to Paragraph 5.2(b) shall have belong to the right party bringing suit. Legal actions brought jointly by VTIP and LICENSEE and fully participated in by both shall be at the joint expense of the parties and all recoveries shall be shared jointly by them in proportion to settle any such action or consent to an adverse judgment thereto, the share of expense paid by each party. (d) Each party shall cooperate with the other in its sole discretionlitigation proceedings at the expense of the party bringing suit. Litigation shall be controlled by the party bringing the suit, except that University VTIP may not settle such action that may impair, damage or otherwise adversely affect the licence granted to Licensee under Clause 2.1, Licensee’s use be represented by counsel of such licence, its choice in any Licensed Product, or any of Licensee’s rights/obligations hereunder, without Licensee’s prior written consent, which consent may not be unreasonably withheld or delayed. Any recovery obtained as a result of such action, whether suit brought by judgment, award, decree, or settlement, shall first be applied to reimbursement of University’s expenses in bringing such suit or proceeding (including expert, attorneys and court fees), and the balance shall be distributed between University and Licensee at a ratio of 65:35 in all cases which do not result in a sub-licence to a third party. If a suit or proceedings result in a sub-licence to a third party, then any recovery, whether by judgment, award, decree, or settlement, shall first be applied to reimbursement of University’s expenses in bringing such suit or proceeding (including expert, attorneys and court fees), and the balance to be paid to Licensee, provided that such balance shall be shared between University and Licensee according to the provisions in Clause 5.3 hereinLICENSEE.

Patent Infringement. 9.1 If either Party learns of the infringement of a Prospective Patent, in any jurisdiction within the Territory, it shall so inform the other Party in writing, including any evidence of such infringement. University may not notify a third party of the infringement of a Prospective Patent, save for its legal advisers, without first obtaining written consent of Licensee, which consent shall not be unreasonably denied or delayed. Both Parties shall use their reasonable commercial efforts in cooperation with each other to terminate such infringement. 9.2 Licensee shall have the sole right, but not the obligation, to institute, prosecute and control any action, suit or proceeding to enforce the Prospective Patent with respect to infringement of the Prospective Patent and to defend any declaratory judgment with respect thereto, in each case within the Territory (“"Action”"). University hereby agrees to assist and cooperate with Licensee, at Licensee’s expense (including payment for University’s expert’s time, and other expenses so long as such expenses are properly documented), to enable Licensee to prosecute and maintain such Action. University’s agreement to assist Licensee includes, at Licensee’s reasonable request and when it is required by law, government regulation or court order, University’s agreement to join or to procure its Affiliates to join as a nominal party to achieve sufficient legal standing for Licensee to prosecute and maintain such Action provided that, if University participates in the Action only as a nominal party, University shall have no responsibility (other than to join as a nominal party) nor be liable for any costs or expenses in relation to or arising from such Action. For clarity, such liabilities for costs or expenses shall be the responsibility of Licensee. If Licensee invites University or its Affiliates to take a more active role (other than as a nominal party) in an Action as a co-party, University shall have its sole discretion to decide joining or not and on terms to be agreed with Licensee on a case by case basis. Licensee shall have the right to settle any Action or consent to an adverse judgment thereto, in its sole discretion, except that Licensee may not settle such action by agreeing to the invalidation of a Prospective Patent or any claim therein without University’s prior written consent. Any recovery obtained as a result of an Action, whether by judgment, award, decree or settlement, shall first be applied to reimbursement of Licensee’s expenses in bringing such suit or proceeding (including any attorneys, expert and court fees), and the balance shall be considered to be Net Sales Value, and subject to the royalty payments at [***]% as set forth in Clause 5, and the remaining balance shall be recovered by Licensee as damages. 9.3 Subject to Clause 9.2, if University commences or defends any suit or proceedings on its own account, University shall do so at its own expense. University shall have the right to settle any such action or consent to an adverse judgment thereto, in its sole discretion, except that University may not settle such action that may impair, damage or otherwise adversely affect the licence granted to Licensee under Clause 2.1, Licensee’s use of such licence, any Licensed Product, or any of Licensee’s rights/obligations hereunder, without Licensee’s prior written consent, which consent may not be unreasonably withheld or delayed. Any recovery obtained as a result of such action, whether by judgment, award, decree, or settlement, shall first be applied to reimbursement of University’s expenses in bringing such suit or proceeding (including expert, attorneys and court fees), and the balance shall be distributed between University and Licensee at a ratio of 65:35 in all cases which do not result in a sub-licence to a third party. If a suit or proceedings result in a sub-licence to a third party, then any recovery, whether by judgment, award, decree, or settlement, shall first be applied to reimbursement of University’s expenses in bringing such suit or proceeding (including expert, attorneys and court fees), and the balance to be paid to Licensee, provided that such balance shall be shared between University and Licensee according to the provisions in Clause 5.3 herein.

Patent Infringement. 9.1 (a) If either Party party (in the case of the UNIVERSITY to the extent of the knowledge of the Licensing Officer responsible for administration of this Agreement) learns of the any substantial infringement of a Prospective PatentPatent Rights, in any jurisdiction within the Territory, it that party shall so inform the other Party in writing, including any party and provide that party with reasonable evidence of such the infringement. University may not Neither party shall notify a third party party, other than their legal counsel, Affiliates or sublicensees, of the infringement of a Prospective Patent, save for its legal advisers, Patent Rights without first obtaining written the consent of Licensee, which consent shall not be unreasonably denied or delayedthe other party. Both Parties parties shall use their reasonable commercial efforts in and cooperation with each other to terminate such infringementinfringement without litigation. 9.2 Licensee shall have (b) LICENSEE may request UNIVERSITY to take legal action against such third party for the sole right, but not the obligation, to institute, prosecute and control any action, suit or proceeding to enforce the Prospective Patent with respect to infringement of Patent Rights. Such request shall be made in writing and shall include reasonable evidence of such infringement and damages to LICENSEE. If the Prospective Patent and to defend any declaratory judgment with respect theretoinfringing activity has not abated ninety (90) days following LICENSEE’s request, in each case within the Territory (“Action”). University hereby agrees to assist and cooperate with Licensee, at Licensee’s expense (including payment for University’s expert’s time, and other expenses so long as such expenses are properly documented), to enable Licensee to prosecute and maintain such Action. University’s agreement to assist Licensee includes, at Licensee’s reasonable request and when it is required by law, government regulation or court order, University’s agreement to join or to procure its Affiliates to join as a nominal party to achieve sufficient legal standing for Licensee to prosecute and maintain such Action provided that, if University participates in the Action only as a nominal party, University UNIVERSITY shall have no responsibility (other than to join as a nominal party) nor be liable for any costs or expenses in relation elect to or arising from such Action. For clarity, such liabilities for costs or expenses shall be the responsibility of Licensee. If Licensee invites University or its Affiliates not to take a more active role (other than as a nominal party) in an Action as a co-party, University shall have its sole discretion to decide joining or not and on terms to be agreed with Licensee on a case by case basis. Licensee shall have the right to settle any Action or consent to an adverse judgment thereto, in its sole discretion, except that Licensee may not settle such action by agreeing to the invalidation of a Prospective Patent or any claim therein without University’s prior written consent. Any recovery obtained as a result of an Action, whether by judgment, award, decree or settlement, shall first be applied to reimbursement of Licensee’s expenses in bringing such commence suit or proceeding (including any attorneys, expert and court fees), and the balance shall be considered to be Net Sales Value, and subject to the royalty payments at [***]% as set forth in Clause 5, and the remaining balance shall be recovered by Licensee as damages. 9.3 Subject to Clause 9.2, if University commences or defends any suit or proceedings on its own account, University . UNIVERSITY shall do so give notice of its election in writing to LICENSEE by the end of the one-hundredth (100th) day after receiving notice of such request from LICENSEE. LICENSEE may thereafter bring suit for patent infringement at its own expense, if and only if UNIVERSITY elects not to commence suit and the infringement occurred in a jurisdiction where LICENSEE has an exclusive license under this Agreement. University If LICENSEE elects to bring suit, UNIVERSITY may join that suit at its own expense. (c) Any recovery or settlement received in connection with any suit will first be shared by UNIVERSITY and the LICENSEE equally to cover the litigation costs each incurred, and next shall have be paid to UNIVERSITY or the right LICENSEE to settle cover any such action or consent to an adverse judgment theretolitigation costs it incurred in excess of the litigation costs of the other. In any suit initiated by the LICENSEE, any recovery in its sole discretionexcess of litigation costs will be shared equally between the LICENSEE and UNIVERSITY. (d) Each party shall cooperate with the other in litigation proceedings at the expense of the party bringing suit. Litigation shall be controlled by the party bringing the suit, except that University UNIVERSITY may not settle such action that may impair, damage or otherwise adversely affect the licence granted to Licensee under Clause 2.1, Licensee’s use be represented by counsel of such licence, its choice in any Licensed Product, or any of Licensee’s rights/obligations hereunder, without Licensee’s prior written consent, which consent may not be unreasonably withheld or delayed. Any recovery obtained as a result of such action, whether suit brought by judgment, award, decree, or settlement, shall first be applied to reimbursement of University’s expenses in bringing such suit or proceeding (including expert, attorneys and court fees), and the balance shall be distributed between University and Licensee at a ratio of 65:35 in all cases which do not result in a sub-licence to a third party. If a suit or proceedings result in a sub-licence to a third party, then any recovery, whether by judgment, award, decree, or settlement, shall first be applied to reimbursement of University’s expenses in bringing such suit or proceeding (including expert, attorneys and court fees), and the balance to be paid to Licensee, provided that such balance shall be shared between University and Licensee according to the provisions in Clause 5.3 hereinLICENSEE.

Patent Infringement. 9.1 If either Party 16.1 In the event that Licensee learns of the substantial infringement of a Prospective Patentany patent licensed under this Agreement, Licensee will call the attention of The Regents thereto in any jurisdiction within the Territory, it shall so inform the other Party in writing, including any writing and will provide The Regents with reasonable evidence of such infringement. University may not Both parties to this Agreement acknowledge that during the period and in a jurisdiction where Licensee has exclusive rights under this Agreement, neither will notify a third party of the infringement of a Prospective Patent, save for its legal advisers, any of Patent Rights without first obtaining written consent of Licenseethe other party, which consent shall will not be unreasonably denied or delayedwithheld. Both Parties shall parties will use their reasonable commercial best efforts in cooperation with each other to terminate such infringementinfringement without litigation. 9.2 16.2 Licensee shall have may request that The Regents take legal action against the sole right, but not the obligation, to institute, prosecute and control any action, suit or proceeding to enforce the Prospective Patent with respect to infringement of the Prospective Patent Rights. Such request must be made in writing and must include reasonable evidence of such infringement and damages to defend any declaratory judgment with respect thereto, in each case within the Territory (“Action”). University hereby agrees to assist and cooperate with Licensee, at Licensee’s expense (including payment for University’s expert’s time, and other expenses so long as such expenses are properly documented), to enable Licensee to prosecute and maintain such Action. University’s agreement to assist Licensee includes, at Licensee’s reasonable request and when it is required by law, government regulation or court order, University’s agreement to join or to procure its Affiliates to join as a nominal party to achieve sufficient legal standing for Licensee to prosecute and maintain such Action provided that, if University participates in the Action only as a nominal party, University shall have no responsibility (other than to join as a nominal party) nor be liable for any costs or expenses in relation to or arising from such Action. For clarity, such liabilities for costs or expenses shall be the responsibility of Licensee. If Licensee invites University or its Affiliates to take a more active role the infringing activity has not been abated within ninety (other than as a nominal party90) in an Action as a co-partydays following the effective date of such request, University shall have its sole discretion to decide joining or not and on terms to be agreed with Licensee on a case by case basis. Licensee shall The Regents will have the right to settle any Action or consent to an adverse judgment thereto, in its sole discretion, except that Licensee may not settle such action by agreeing to the invalidation of a Prospective Patent or any claim therein without University’s prior written consent. Any recovery obtained as a result of an Action, whether by judgment, award, decree or settlement, shall first be applied to reimbursement of Licensee’s expenses in bringing such elect to: 16.2.1 commence suit or proceeding (including any attorneys, expert and court fees), and the balance shall be considered to be Net Sales Value, and subject to the royalty payments at [***]% as set forth in Clause 5, and the remaining balance shall be recovered by Licensee as damages. 9.3 Subject to Clause 9.2, if University commences or defends any suit or proceedings on its own account; or 16.2.2 refuse to participate in such suit and The Regents will give notice of its election in writing to Licensee by the end of the one hundredth (100th) day after receiving notice of such request from Licensee. Licensee may thereafter bring suit for patent infringement if and only if The Regents elects not to commence suit and if the infringement occurred during the period and in a jurisdiction where Licensee had exclusive rights under this Agreement. However, University shall do so in the event Licensee elects to bring suit in accordance with this paragraph, The Regents may thereafter join such suit at its own expense. University shall have , but the right Licensee will control the lawsuit. 16.3 Such legal action as is decided upon will be at the expense of the party on account of whom suit is brought and all recoveries recovered thereby will belong to settle any such party, provided, however, that legal action or consent brought jointly by The Regents and Licensee and participated in by both will be at the joint expense of the parties and all recoveries will be allocated in the following order: a) to an adverse judgment theretoeach party reimbursement in equal amounts of the attorneys costs, in its sole discretion, except that University may not settle such action that may impair, damage or otherwise adversely affect the licence granted to Licensee under Clause 2.1, Licensee’s use of such licence, any Licensed Product, or any of Licensee’s rights/obligations hereunder, without Licensee’s prior written consent, which consent may not be unreasonably withheld or delayed. Any recovery obtained as a result of such action, whether by judgment, award, decree, or settlement, shall first be applied to reimbursement of University’s expenses in bringing such suit or proceeding (including expert, attorneys and court fees), and other related expenses to the balance shall be distributed between University and Licensee at a ratio of 65:35 in all cases which do not result in a sub-licence to a third party. If a suit or proceedings result in a sub-licence to a third partyextent each party paid for such costs, then any recovery, whether by judgment, award, decree, or settlement, shall first be applied to reimbursement of University’s expenses in bringing such suit or proceeding (including expert, attorneys and court fees), and the balance to be paid to Licenseeexpenses until all such costs, provided that such balance shall be fees, and expenses are consumed for each party; and b) any remaining amount shared between University and Licensee according jointly by them in proportion to the provisions share of expenses paid by each party. 16.4 Each party will cooperate with the other in Clause 5.3 hereinlitigation proceedings instituted hereunder but at the expense of the party on account of whom suit is brought. Such litigation will be controlled by the party bringing the suit, provided, however, that The Regents may be represented by counsel of its choice in any suit brought by Licensee.

Patent Infringement. 9.1 If either Party 16.1 In the event that Licensee learns of the substantial infringement of a Prospective Patentany patent licensed under this Agreement, Licensee will call the attention of The Regents thereto in any jurisdiction within the Territory, it shall so inform the other Party in writing, including any writing and will provide The Regents with reasonable evidence of such infringement. University may not Both parties to this Agreement acknowledge that during the period and in a jurisdiction where Licensee has exclusive rights under this Agreement, neither will notify a third party of the infringement of a Prospective Patent, save for its legal advisers, any of Patent Rights without first obtaining written consent of Licenseethe other party, which consent shall will not be unreasonably denied or delayedwithheld. Both Parties shall parties will use their reasonable commercial best efforts in cooperation with each other to terminate such infringementinfringement without litigation. 9.2 16.2 Licensee shall have may request that The Regents take legal action against the sole right, but not the obligation, to institute, prosecute and control any action, suit or proceeding to enforce the Prospective Patent with respect to infringement of the Prospective Patent Rights. Such request must be made in writing and must include reasonable evidence of such infringement and damages to defend any declaratory judgment with respect thereto, in each case within the Territory (“Action”). University hereby agrees to assist and cooperate with Licensee, at Licensee’s expense (including payment for University’s expert’s time, and other expenses so long as such expenses are properly documented), to enable Licensee to prosecute and maintain such Action. University’s agreement to assist Licensee includes, at Licensee’s reasonable request and when it is required by law, government regulation or court order, University’s agreement to join or to procure its Affiliates to join as a nominal party to achieve sufficient legal standing for Licensee to prosecute and maintain such Action provided that, if University participates in the Action only as a nominal party, University shall have no responsibility (other than to join as a nominal party) nor be liable for any costs or expenses in relation to or arising from such Action. For clarity, such liabilities for costs or expenses shall be the responsibility of Licensee. If Licensee invites University or its Affiliates to take a more active role the infringing activity has not been abated within ninety (other than as a nominal party90) in an Action as a co-partydays following the effective date of such request, University shall have its sole discretion to decide joining or not and on terms to be agreed with Licensee on a case by case basis. Licensee shall The Regents will have the right to settle any Action or consent to an adverse judgment thereto, in its sole discretion, except that Licensee may not settle such action by agreeing to the invalidation of a Prospective Patent or any claim therein without University’s prior written consent. Any recovery obtained as a result of an Action, whether by judgment, award, decree or settlement, shall first be applied to reimbursement of Licensee’s expenses in bringing such elect to: 16.2.1 commence suit or proceeding (including any attorneys, expert and court fees), and the balance shall be considered to be Net Sales Value, and subject to the royalty payments at [***]% as set forth in Clause 5, and the remaining balance shall be recovered by Licensee as damages. 9.3 Subject to Clause 9.2, if University commences or defends any suit or proceedings on its own account; or 16.2.2 refuse to participate in such suit and The Regents will give notice of its election in writing to Licensee by the end of the one hundredth (100th) day after receiving notice of such request from Licensee. Licensee may thereafter bring suit for patent infringement if and only if The Regents elects not to commence suit and if the infringement occurred during the period and in a jurisdiction where Licensee had exclusive rights under this Agreement. However, University shall do so in the event Licensee elects to bring suit in accordance with this Paragraph, The Regents may thereafter join such suit at its own expense. University shall have , but the right Licensee will control the lawsuit. 16.3 Such legal action as is decided upon will be at the expense of the party on account of whom suit is brought and all recovered thereby will belong to settle any such party, provided, however, that legal action or consent brought jointly by The Regents and Licensee and participated in by both will be at the joint expense of the parties and all recoveries will be allocated in the following order: a) to an adverse judgment theretoeach party reimbursement in equal amounts of the attorney's costs, in its sole discretion, except that University may not settle such action that may impair, damage or otherwise adversely affect the licence granted to Licensee under Clause 2.1, Licensee’s use of such licence, any Licensed Product, or any of Licensee’s rights/obligations hereunder, without Licensee’s prior written consent, which consent may not be unreasonably withheld or delayed. Any recovery obtained as a result of such action, whether by judgment, award, decree, or settlement, shall first be applied to reimbursement of University’s expenses in bringing such suit or proceeding (including expert, attorneys and court fees), and other related expenses to the balance shall be distributed between University and Licensee at a ratio of 65:35 in all cases which do not result in a sub-licence to a third party. If a suit or proceedings result in a sub-licence to a third partyextent each party paid for such costs, then any recovery, whether by judgment, award, decree, or settlement, shall first be applied to reimbursement of University’s expenses in bringing such suit or proceeding (including expert, attorneys and court fees), and the balance to be paid to Licenseeexpenses until all such costs, provided that such balance shall be fees, and expenses are consumed for each party; and b) any remaining amount shared between University and Licensee according jointly by them in proportion to the provisions share of expenses paid by each party. 16.4 Each party will cooperate with the other in Clause 5.3 hereinlitigation proceedings instituted hereunder but at the expense of the party on account of whom suit is brought. Such litigation will be controlled by the party bringing the suit, provided, however, that The Regents may be represented by counsel of its choice in any suit brought by Licensee.

Patent Infringement. 9.1 8.1 If either Party party learns of the an infringement of a Prospective PatentPatent by a third party, using HPBCD in any jurisdiction within the Territorypromotion or sale of a product substantially similar to a Product, it the party learning of the alleged infringement shall so promptly inform the other Party in writing, including any evidence party. 8.1.1 In case of such an infringement. University may not notify a third party of the infringement of a Prospective Patent, save for its legal advisers, without first obtaining written consent of Licensee, which consent shall not be unreasonably denied or delayed. Both Parties shall use their reasonable commercial efforts in cooperation with each other to terminate such infringement. 9.2 Licensee XXXXXXX shall have the sole right, right (but not the obligation, to institute, prosecute and control any action, suit or proceeding to enforce the Prospective Patent with respect to infringement of the Prospective Patent and to defend any declaratory judgment with respect thereto, in each case within the Territory (“Action”). University hereby agrees to assist and cooperate with Licensee, at Licensee’s expense (including payment for University’s expert’s time, and other expenses so long as such expenses are properly documented), to enable Licensee to prosecute and maintain such Action. University’s agreement to assist Licensee includes, at Licensee’s reasonable request and when it is required by law, government regulation or court order, University’s agreement to join or to procure its Affiliates to join as a nominal party to achieve sufficient legal standing for Licensee to prosecute and maintain such Action provided that, if University participates in the Action only as a nominal party, University shall have no responsibility (other than to join as a nominal party) nor be liable for any costs or expenses in relation to or arising from such Action. For clarity, such liabilities for costs or expenses shall be the responsibility of Licensee. If Licensee invites University or its Affiliates to take a more active role (other than as a nominal party) in an Action as a co-party, University shall have its sole discretion to decide joining or not and on terms to be agreed with Licensee on a case by case basis. Licensee shall have the right to settle any Action or consent to an adverse judgment thereto, in its sole discretionown name and at its own cost, except to either bring an enforcement action to stop the alleged infringement or settle with the alleged infringer; provided, however, that Licensee may not settle no such action by agreeing to the invalidation of a Prospective Patent settlement shall diminish or any claim therein without University’s otherwise affect THERAVANCE's rights hereunder, unless THERAVANCE gives its prior written consent. Any recovery obtained as a result of an Action, whether by judgment, award, decree or settlement, shall first be applied THERAVANCE will give reasonable assistance to reimbursement of Licensee’s expenses XXXXXXX in bringing such suit or proceeding (including any attorneys, expert and court fees), and the balance shall be considered to be Net Sales Value, and subject to the royalty payments at [***]% as set forth in Clause 5, and the remaining balance shall be recovered by Licensee as damages. 9.3 Subject to Clause 9.2, if University commences or defends any suit or proceedings on its own account, University shall do so at its own expense. University shall have the right to settle any such action or consent to an adverse judgment thereto, in its sole discretion, except that University may not settle such action that may impair, damage or otherwise adversely affect the licence granted to Licensee under Clause 2.1, Licensee’s use of such licence, any Licensed Product, or any of Licensee’s rights/obligations hereunder, without Licensee’s prior written consent, which consent may not be unreasonably withheld or delayed. Any recovery obtained as a result of such action, whether by judgment, award, decree, or settlement, shall first be applied to reimbursement of University’s expenses in bringing such suit or proceeding (including expert, attorneys and court fees), and the balance shall be distributed between University and Licensee at a ratio of 65:35 in all cases which do not result in a sub-licence to a third party. If a suit or proceedings result in a sub-licence to against a third party, then including making available to XXXXXXX records, information and evidence relevant to the infringement and, if necessary, being named a party in such action. All sums awarded or received in settlement of such suit shall be equally divided between XXXXXXX and THERAVANCE, after having reimbursed both parties for all reasonable out of pocket expenses incurred in bringing or assisting in such action. 8.1.2 Whenever XXXXXXX elects not to take action against such infringement within a reasonable period of time not to exceed three (3) months THERAVANCE will have the right but not the obligation to take action in its own name, at its own expense and by counsel of its own choice. XXXXXXX will give all reasonable assistance in taking such action, including being a named party and making available to THERAVANCE records, information and evidence relevant to the infringement. THERAVANCE will be entitled to all recovery monies awarded or received in settlement of such suit. Any out of pocket expenses incurred by XXXXXXX in assisting THERAVANCE in such action will be reimbursed by THERAVANCE out of the recovery monies awarded or received. Whenever THERAVANCE so elects to take action XXXXXXX will at any recoverytime be entitled to be represented in such action at its own cost and by counsel of its own choice. THERAVANCE will in no event settle or consent to a judgement or other final disposition of a suit without the prior written approval of XXXXXXX, which shall not unreasonably be withheld. Furthermore, whenever during such action, the infringing party would invoke a declaration of invalidity of the Patents, XXXXXXX will be entitled to take over the direction of the suit. 8.1.3 In the event that all of the claims included within the Patents under which THERAVANCE is developing, registering, or selling the Product shall be held invalid or not infringed by a court of competent jurisdiction, whether or not there is a conflicting decision by judgmentanother court of jurisdiction, awardTHERAVANCE may pay the royalties which would have otherwise been due under the Patent on sales covered by such claims into an escrow account until such judgement shall be finally reversed by an unappealed or unappealable decree of a court of competent jurisdiction of higher authority, decree, or settlement, in which event royalty payments shall first be applied to reimbursement of University’s expenses in bringing such suit or proceeding (including expert, attorneys and court fees), resumed and the balance full amount in escrow shall become due and payable. In the event the judgement is upheld, the full escrow amount will revert to THERAVANCE and no further royalties under the Patents will be paid to Licensee, provided that such balance due. 8.2 THERAVANCE shall be shared between University responsible at its own cost and Licensee according responsibility to defend against any claim or allegation that the provisions in Clause 5.3 hereindevelopment, manufacturing or commercialisation of the Product infringes a third party patent.

Patent Infringement. 9.1 6.1 If either Party learns a patent or patents of the infringement of a Prospective Patent, in any jurisdiction within the Territory, it shall so inform the other Party in writing, including any evidence of such infringement. University may not notify a third party should exist during the term of the infringement of a Prospective Patent, save for its legal advisers, without first obtaining written consent of Licensee, which consent shall not be unreasonably denied or delayed. Both Parties shall use their reasonable commercial efforts any license granted under this AGREEMENT in cooperation with each other to terminate such infringement. 9.2 Licensee shall have the sole right, but not the obligation, to institute, prosecute and control any action, suit or proceeding to enforce the Prospective Patent with respect to infringement of the Prospective Patent and to defend any declaratory judgment with respect theretocountry, in each case within conflict with the Territory (“Action”). University hereby agrees to assist and cooperate with Licensee, at Licensee’s expense (including payment for University’s expert’s timeLICENSED PATENT RIGHT, and other expenses so long as if it should prove in LICENSEE's judgment impractical or impossible for LICENSEE or its AFFILIATES to continue the use or sale of LICENSED PRODUCTS by reason of such expenses are properly documented), to enable Licensee to prosecute and maintain such Action. University’s agreement to assist Licensee includes, at Licensee’s reasonable request and when it is required by law, government regulation or court order, University’s agreement to join or to procure its Affiliates to join as conflict without obtaining a nominal party to achieve sufficient legal standing for Licensee to prosecute and maintain such Action provided that, if University participates in the Action only as a nominal party, University shall have no responsibility (other than to join as a nominal party) nor be liable for any costs or expenses in relation to or arising royalty bearing license from such Action. For claritythird party under such patent or patents, such liabilities for costs or expenses then LICENSEE shall be entitled to a credit against the responsibility royalty payments due hereunder of Licensee. If Licensee invites University or its Affiliates an amount equal to take a more active role (other than as a nominal party) in an Action as a co-party, University shall have its sole discretion the royalty paid to decide joining or not and on terms to be agreed with Licensee on a case by case basis. Licensee shall have such third party for the right to settle any Action use or consent to an adverse judgment theretosell LICENSED PRODUCTS, in its sole discretionprovided, except however that Licensee may such credit shall not settle such action by agreeing to the invalidation of a Prospective Patent or any claim therein without University’s prior written consent. Any recovery obtained as a result of an Action, whether by judgment, award, decree or settlement, shall first be applied to reimbursement of Licensee’s expenses in bringing such suit or proceeding (including any attorneys, expert and court fees), and the balance shall be considered to be Net Sales Value, and subject to the royalty payments at exceed [***]% as set forth in Clause 5] of the royalty payments due hereunder, and the remaining balance provided further, that HRI may at its option challenge by judicial action and validity of any such patent or patents of a third party if LICENSEE declines to do so and in such event LICENSEE shall not be entitled to any such credit unless it shall be recovered determined by Licensee as damages. 9.3 Subject a court that LICENSED PRODUCTS infringe such patent or patents of such third party; provided, however, that during the pendency of HRI's challenge to Clause 9.2the validity of any such patent or patents of a third party until the final determination of such challenge in a decision by a court of competent jurisdiction and of last resort, if University commences or defends any suit in a decision of an inferior tribunal from which no appeal has been taken in the applicable period or proceedings on its own accountcan be taken, University HRI shall do so at its own expense. University shall have be required to hold in an interest bearing escrow account an amount equal to the royalty paid by LICENSEE to such third party for the right to settle any use and sell LICENSED PRODUCTS, HRI shall be entitled to all escrowed funds together with interest paid thereon, and upon such action or consent to an adverse judgment thereto, determination in its sole discretion, except that University may not settle such action that may impair, damage or otherwise adversely affect the licence granted to Licensee under Clause 2.1, Licensee’s use favor of such licence, any Licensed Product, or any of Licensee’s rights/obligations hereunder, without Licensee’s prior written consent, which consent may not be unreasonably withheld or delayed. Any recovery obtained as a result of such action, whether by judgment, award, decree, or settlement, shall first be applied to reimbursement of University’s expenses in bringing such suit or proceeding (including expert, attorneys and court fees), and the balance shall be distributed between University and Licensee at a ratio of 65:35 in all cases which do not result in a sub-licence to a third party. If a suit or proceedings result in a sub-licence to a 13 13 third party, then any recovery, whether by judgment, award, decree, or settlement, HRI shall first be applied deliver all escrowed funds together with interest paid thereon to reimbursement of University’s expenses in bringing such suit or proceeding (including expert, attorneys and court fees), and the balance to be paid to Licensee, provided that such balance shall be shared between University and Licensee according to the provisions in Clause 5.3 hereinLICENSEE.

Patent Infringement. 9.1 If either Party 21.1 In the event that The Regents (to the extent of the actual knowledge of the licensing professional responsible for the administration of this Agreement) or the Licensee learns of the infringement of a Prospective Patentpotential commercial significance of any patent licensed under this Agreement, in any jurisdiction within the Territory, it shall so inform knowledgeable party will provide the other Party in writing, including (i) with written notice of such infringement and (ii) with any evidence of such infringementinfringement available to it (the “Infringement Notice”). University may not During the period in which, and in the jurisdiction where, the Licensee has exclusive rights under this Agreement, neither The Regents nor the Licensee will notify a third party possible infringer of infringement or put such infringer on notice of the infringement existence of a Prospective Patent, save for its legal advisers, any Patent Rights without first obtaining consent of the other. If the Licensee puts such infringer on notice of the existence of any Patent Rights with respect to such infringement without first obtaining the written consent of The Regents and if a declaratory judgment action is filed by such infringer against The Regents, then Licensee, which consent shall not be unreasonably denied or delayed’s right to initiate a suit against such infringer for infringement under Paragraph 21.2 below will terminate immediately without the obligation of The Regents to provide notice to the Licensee. Both Parties shall The Regents and the Licensee will use their reasonable commercial diligent efforts in cooperation to cooperate with each other to terminate such infringementinfringement without litigation. 9.2 21.2 If infringing activity of potential commercial significance by the infringer has not been abated within ninety (90) days following the date the Infringement Notice takes effect, then the Licensee shall have may institute suit for patent infringement against the sole rightinfringer (itself and/or through a designee). The Regents may voluntarily join such suit at its own expense, but may not thereafter commence suit against the obligation, to institute, prosecute and control any action, infringer for the acts of infringement that are the subject of the Licensee’s suit or proceeding to enforce the Prospective Patent with respect to infringement of the Prospective Patent and to defend any declaratory judgment with respect thereto, rendered in each case within the Territory (“Action”)that suit. University hereby agrees to assist and cooperate with Licensee, at Licensee’s expense (including payment for University’s expert’s time, and other expenses so long as such expenses are properly documented), to enable Licensee to prosecute and maintain such Action. University’s agreement to assist Licensee includes, at Licensee’s reasonable request and when it is required by law, government regulation or court order, University’s agreement to join or to procure its Affiliates to join as a nominal party to achieve sufficient legal standing for Licensee to prosecute and maintain such Action provided that, if University participates in the Action only as a nominal party, University shall have no responsibility (other than to join as a nominal party) nor be liable for any costs or expenses in relation to or arising from such Action. For clarity, such liabilities for costs or expenses shall be the responsibility of Licensee. If Licensee invites University or its Affiliates to take a more active role (other than as a nominal party) in an Action as a co-party, University shall have its sole discretion to decide joining or not and on terms to be agreed with Licensee on a case by case basis. Licensee shall have the right to settle any Action or consent to an adverse judgment thereto, in its sole discretion, except that The Licensee may not settle such action join The Regents in a suit initiated by agreeing to the invalidation of a Prospective Patent or any claim therein Licensee without University’s The Regents’ prior written consent. Any recovery obtained as If, in a result of an Actionsuit initiated by the Licensee, whether The Regents is involuntarily joined other than by judgmentthe Licensee, award, decree or settlement, shall first be applied to reimbursement of Licensee’s expenses in bringing such suit or proceeding (including any attorneys, expert and court fees), and then the balance shall be considered to be Net Sales Value, and subject to the royalty payments at Licensee will pay [***]% as set forth ] costs incurred by The Regents arising out of such suit, including but not limited to, [***] legal fees of counsel that The Regents selects and retains to represent it in Clause 5, and the remaining balance shall be recovered by Licensee as damagessuit. 9.3 Subject to Clause 9.221.3 If, within a hundred and eighty (180) days following the date the Infringement Notice takes effect,, infringing activity of potential commercial significance by the infringer has not been abated and if University commences or defends any the Licensee has not brought suit against the infringer, then The Regents may institute suit for patent infringement against the infringer. If The Regents institutes such suit, then the Licensee may not join such suit without The Regents’ consent and may not thereafter commence suit against the infringer for the acts of infringement that are the subject of The Regents’ suit or proceedings on its own accountany judgment rendered in that suit. 21.4 Notwithstanding anything to the contrary in this Agreement, University in the event that the infringement or potential infringement pertains to an issued patent included within the Patent Rights and written notice is given under the Drug Price Competition and Patent Term Restoration Act of 1984 (and/or foreign counterparts of this Law), then the party in receipt of such notice under the Act (in the case of The Regents to the extent of the actual knowledge of the licensing officer responsible for the administration of this Agreement) shall do so at its own expenseprovide the Infringement Notice to the other party promptly. University shall have If the time period is such that the Licensee will lose the right to settle pursue legal remedy for infringement by not notifying a third party or by not filing suit, the notification period and the time period to file suit will be accelerated to within forty-five (45) days of the date of such notice under the Act to either party. 21.5 Any recovery or settlement received in connection with any suit will first be shared by The Regents and the Licensee equally to cover any litigation costs each incurred and next shall be paid to The Regents or the Licensee to cover any litigation costs it incurred in excess of the litigation costs of the other. In any suit, any recovery in excess of litigation costs will be shared between Licensee and The Regents as follows: (a) for any recovery other than amounts paid for willful infringement: (i) the party initiating and leading the suit will receive [***] of the recovery and the other party will receive [***] of the recovery; and (b) for any recovery for willful infringement, each party will receive [***] of the recovery. The Regents and the Licensee agree to be bound by all determinations of patent infringement, validity and enforceability (but no [***] 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. other issue) resolved by any adjudicated judgment in a suit brought in compliance with this Article 21 (Patent Infringement). 21.6 Any agreement made by the Licensee for purposes of settling litigation or other dispute shall comply with the requirements of Article 3 (Sublicenses) of this Agreement. 21.7 Each party will cooperate with the other in litigation proceedings instituted hereunder but at the expense of the party who initiated the suit (unless such action or consent to an adverse judgment thereto, in its sole discretionsuit is being jointly prosecuted by the parties). 21.8 Any litigation proceedings will be controlled by the party bringing the suit, except that University The Regents may not settle such action that may impair, damage or otherwise adversely affect be represented by counsel of its choice in any suit brought by the licence granted to Licensee under Clause 2.1, Licensee’s use of such licence, any Licensed Product, or any of Licensee’s rights/obligations hereunder, without Licensee’s prior written consent, which consent may not be unreasonably withheld or delayed. Any recovery obtained as a result of such action, whether by judgment, award, decree, or settlement, shall first be applied to reimbursement of University’s expenses in bringing such suit or proceeding (including expert, attorneys and court fees), and the balance shall be distributed between University and Licensee at a ratio of 65:35 in all cases which do not result in a sub-licence to a third party. If a suit or proceedings result in a sub-licence to a third party, then any recovery, whether by judgment, award, decree, or settlement, shall first be applied to reimbursement of University’s expenses in bringing such suit or proceeding (including expert, attorneys and court fees), and the balance to be paid to Licensee, provided that such balance shall be shared between University and Licensee according to the provisions in Clause 5.3 herein.

Patent Infringement. 9.1 If either Party 8.1 In the event that The Regents (to the extent of the actual knowledge of the licensing professional responsible for the administration of this Agreement) or the Licensee learns of the infringement of a Prospective Patentpotential commercial significance of any patent licensed under this Agreement, in any jurisdiction within the Territory, it shall so inform knowledgeable party will provide the other Party in writing, including (i) with written notice of such infringement and (ii) with any evidence of such infringementinfringement available to it (the “Infringement Notice”). University may not During the period in which, and in the jurisdiction where, the Licensee has exclusive rights under this Agreement, neither The Regents nor the Licensee will notify a third party (including the infringer) of infringement or put such third party on notice of the infringement existence of a Prospective Patent, save for its legal advisers, any Regents’ Patent Rights without first obtaining consent of the other. If the Licensee puts such infringer on notice of the existence of any Regents’ Patent Rights with respect to such infringement without first obtaining the written consent of The Regents and if a declaratory judgment action is filed by such infringer against The Regents, then Licensee, which consent shall not be unreasonably denied or delayed's right to initiate a suit against such infringer for infringement under Paragraph 8.2 below will terminate immediately without the obligation of The Regents to provide notice to the Licensee. Both Parties shall The Regents and the Licensee will use their reasonable commercial diligent efforts in cooperation to cooperate with each other to terminate such infringementinfringement without litigation. 9.2 8.2 If infringing activity of potential commercial significance by the infringer has not been abated within ninety (90) days following the date the Infringement Notice takes effect, then the Licensee shall have may institute suit for patent infringement against the sole rightinfringer. The Regents may voluntarily join such suit at its own expense, but may not thereafter commence suit against the obligation, to institute, prosecute and control any action, infringer for the acts of infringement that are the subject of the Licensee’s suit or proceeding to enforce the Prospective Patent with respect to infringement of the Prospective Patent and to defend any declaratory judgment with respect thereto, in each case within the Territory (“Action”). University hereby agrees to assist and cooperate with Licensee, at Licensee’s expense (including payment for University’s expert’s time, and other expenses so long as such expenses are properly documented), to enable Licensee to prosecute and maintain such Action. University’s agreement to assist Licensee includes, at Licensee’s reasonable request and when it is required by law, government regulation or court order, University’s agreement to join or to procure its Affiliates to join as a nominal party to achieve sufficient legal standing for Licensee to prosecute and maintain such Action provided that, if University participates rendered in the Action only as a nominal party, University shall have no responsibility (other than to join as a nominal party) nor be liable for any costs or expenses in relation to or arising from such Actionsuit. For clarity, such liabilities for costs or expenses shall be the responsibility of Licensee. If Licensee invites University or its Affiliates to take a more active role (other than as a nominal party) in an Action as a co-party, University shall have its sole discretion to decide joining or not and on terms to be agreed with Licensee on a case by case basis. Licensee shall have the right to settle any Action or consent to an adverse judgment thereto, in its sole discretion, except that The Licensee may not settle such action join The Regents in a suit initiated by agreeing to the invalidation of a Prospective Patent or any claim therein Licensee without University’s The Regents’ prior written consent. If, in a suit initiated by the Licensee, The Regents is involuntarily joined other than by the Licensee, then the Licensee will pay any costs incurred by The Regents arising out of such suit, including but not limited to, any legal fees of counsel that The Regents selects and retains to represent it in the suit. 8.3 If, within a hundred and twenty (120) days following the date the Infringement Notice takes effect, infringing activity of potential commercial significance by the infringer has not been abated and if the Licensee has not brought suit against the infringer, then The Regents may institute such suit for patent infringement against the infringer. If The Regents institutes such suit, then the Licensee may not join such suit without The Regents consent and may not thereafter commence suit against the infringer for acts of infringement that are subject to The Regents suit or any judgment rendered in that suit. 8.4 Any recovery obtained as a result of an Action, whether by judgment, award, decree or settlement, shall settlement received in connection with any suit will first be applied shared by The Regents and the Licensee equally to reimbursement cover any litigation costs each incurred and next shall be paid to The Regents or the Licensee to cover any litigation costs it incurred in excess of the litigation costs of the other. In any suit initiated by the Licensee’s expenses , any recovery in bringing excess of litigation costs will be shared between Licensee and The Regents as follows: (a) for any recovery other than amounts paid for willful infringement: (i) The Regents will receive five percent (5%) of the recovery if The Regents was not a party in the litigation and did not incur any litigation costs, (ii) The Regents will receive twenty-five percent (25%) if The Regents was party in the litigation, but did not incur any litigation costs, including provisions of Paragraph 8.2 above, and (iii) The Regents will receive fifty percent (50%) of the recovery if The Regents incurred any litigation costs in connection with the litigation; and (b) for any recovery for willful infringement, The Regents will receive fifty percent (50%) of the recovery. In any suit initiated by The Regents, any recovery in excess of litigation costs will belong to The Regents. The Regents and the Licensee agree to be bound by all determinations of patent infringement, validity and enforceability (but no other issue) resolved by any adjudicated judgment in a suit brought in compliance with this Article 8 (Patent Infringement). 8.5 Any agreement made by the Licensee for purposes of settling litigation or other dispute shall comply with the requirements of Article 3 (Sublicenses) of this Agreement. 8.6 Each party will cooperate with the other in litigation proceedings instituted hereunder but at the expense of the party who initiated the suit (unless such suit or proceeding (including any attorneys, expert and court feesis being jointly prosecuted by the parties), and the balance shall be considered to be Net Sales Value, and subject to the royalty payments at [***]% as set forth in Clause 5, and the remaining balance shall be recovered by Licensee as damages. 9.3 Subject to Clause 9.2, if University commences or defends any suit or 8.7 Any litigation proceedings on its own account, University shall do so at its own expense. University shall have will be controlled by the right to settle any such action or consent to an adverse judgment thereto, in its sole discretionparty bringing the suit, except that University The Regents may not settle such action that may impair, damage or otherwise adversely affect be represented by counsel of its choice in any suit brought by the licence granted to Licensee under Clause 2.1, Licensee’s use of such licence, any Licensed Product, or any of Licensee’s rights/obligations hereunder, without Licensee’s prior written consent, which consent may not be unreasonably withheld or delayed. Any recovery obtained as a result of such action, whether by judgment, award, decree, or settlement, shall first be applied to reimbursement of University’s expenses in bringing such suit or proceeding (including expert, attorneys and court fees), and the balance shall be distributed between University and Licensee at a ratio of 65:35 in all cases which do not result in a sub-licence to a third party. If a suit or proceedings result in a sub-licence to a third party, then any recovery, whether by judgment, award, decree, or settlement, shall first be applied to reimbursement of University’s expenses in bringing such suit or proceeding (including expert, attorneys and court fees), and the balance to be paid to Licensee, provided that such balance shall be shared between University and Licensee according to the provisions in Clause 5.3 herein.

Patent Infringement. 9.1 (a) If either Party LICESNEE learns of the substantial infringement of a Prospective Patentany patent licensed under this Agreement, then LICENSEE shall call UNIVERSITY’s attention thereto in any jurisdiction within the Territory, it shall so inform the other Party in writing, including any writing and provide UNIVERSITY with reasonable evidence of such infringement. University may not Neither party will notify a third party of the infringement of a Prospective Patent, save for its legal advisers, any of UNIVERSITY’s Patent Rights without first obtaining written the consent of Licenseethe other party, which consent shall will not be unreasonably denied or delayeddenied. Both Parties parties shall use their reasonable commercial best efforts in cooperation with each other to terminate such infringementinfringement without litigation. 9.2 Licensee shall have (b) LICENSEE may request that the sole right, but not UNIVERSITY take legal action against the obligation, to institute, prosecute and control any action, suit or proceeding to enforce the Prospective Patent with respect to infringement of the Prospective Patent and to defend any declaratory judgment with respect thereto, in each case within the Territory (“Action”). University hereby agrees to assist and cooperate with Licensee, at Licensee’s expense (including payment for University’s expert’s timePatent Rights. Such request must be in writing and must include reasonable evidence of infringement and damages to LICENSEE. If the infringing activity has not abated within ninety (90) days following the effective date of request, and other expenses so long as such expenses are properly documented), then the UNIVERSITY or the U.S. Government has the right to: commence suit on its own account; or refuse to enable Licensee to prosecute and maintain such Action. University’s agreement to assist Licensee includes, at Licensee’s reasonable request and when it is required by law, government regulation or court order, University’s agreement to join or to procure its Affiliates to join as a nominal party to achieve sufficient legal standing for Licensee to prosecute and maintain such Action provided that, if University participates participate in the Action only as a nominal party, University shall have no responsibility (other than to join as a nominal party) nor be liable for any costs or expenses in relation to or arising from such Action. For clarity, such liabilities for costs or expenses shall be the responsibility of Licensee. If Licensee invites University or its Affiliates to take a more active role (other than as a nominal party) in an Action as a co-party, University shall have its sole discretion to decide joining or not and on terms to be agreed with Licensee on a case by case basis. Licensee shall have the right to settle any Action or consent to an adverse judgment thereto, in its sole discretion, except that Licensee may not settle such action by agreeing to the invalidation of a Prospective Patent or any claim therein without University’s prior written consent. Any recovery obtained as a result of an Action, whether by judgment, award, decree or settlement, shall first be applied to reimbursement of Licensee’s expenses in bringing such suit or proceeding (including any attorneys, expert and court fees)suit, and the balance UNIVERSITY shall give notice of its election in writing to LICENSEE by the end of the one-hundredth (100th) day after receiving notice of written request from LICENSEE. LICENSEE may thereafter bring suit for patent infringement, at its own expense, if and only if the UNIVERSITY and the U.S. Government elect not to commence suit and if the infringement occurred during the period and in a jurisdiction where LICENSEE had exclusive rights under this Agreement. If, however, LICENSEE elects to bring suit in accordance with this Paragraph 5.2, then the UNIVERSITY or the U.S. Government may thereafter join that suit at its own expense. LICENSEE agrees not to bring suit for patent infringement without following the procedures of this Paragraph, and both parties agree to be bound by the outcome of a suit for patent infringement, patent infringement issues and patent infringement defenses raised through the pendency of such a suit under this Paragraph 5.2 (b). (c) Legal action, as is decided on, will be at the expense of the party bringing suit and all damages recovered thereby will belong to the party bringing suit, but legal action brought jointly by the UNIVERSITY and/or the U.S. Government and by LICENSEE and fully participated in by them will be at the joint expense of the parties and all recoveries will be shared jointly by them in proportion to the share of expense paid by each party. (d) Any recovery or settlement received in connection with any suit will first be shared by UNIVERSITY and LICENSEE equally to cover the litigation costs each incurred, and next shall be considered paid to UNIVERSITY or LICENSEE to cover any litigation costs it incurred in excess of the litigation costs of the other. In any suit initiated by LICENSEE, any recovery in excess of litigation costs will be Net Sales Value, shared between LICENSEE and subject to the royalty payments at UNIVERSITY as follows: (i) for any recovery other than amounts paid for willful infringement: (A) UNIVERSITY will receive [***] percent ([***]% as set forth %) of the recovery if UNIVERSITY was not a party in Clause 5the litigation and did not incur any litigation costs; (B) UNIVERSITY will receive [***] percent ([***]%) of the recovery if UNIVERSITY was a party in the litigation, but did not incur any litigation costs, including the provisions of Paragraph 5.2(b) above, or (C) UNIVERSITY will receive [***] percent ([***]%) of the recovery if UNIVERSITY incurred any litigation costs in connection with the litigation; and (ii) for any recovery for willful infringement, UNIVERSITY will receive [***] percent ([***]%) of the recovery. In any suit initiated by UNIVERSITY, any recovery in excess of litigation costs will belong to UNIVERSITY. UNIVERSITY and LICENSEE agree to be bound by all determinations of patent infringement, validity, and the remaining balance shall be recovered enforceability (but no other issue) resolved by Licensee as damagesany adjudicated judgment in a suit brought in compliance with this Section 5.2. 9.3 Subject to Clause 9.2, if University commences or defends any suit or (e) Each party shall cooperate with the other in litigation proceedings on its own account, University shall do so instituted hereunder but at its own expensethe expense of the party bringing suit. University shall have Litigation will be controlled by the right to settle any such action or consent to an adverse judgment thereto, in its sole discretionparty bringing the suit, except that University UNIVERSITY may not settle such action that may impair, damage or otherwise adversely affect the licence granted to Licensee under Clause 2.1, Licensee’s use be represented by counsel of such licence, its choice in any Licensed Product, or any of Licensee’s rights/obligations hereunder, without Licensee’s prior written consent, which consent may not be unreasonably withheld or delayed. Any recovery obtained as a result of such action, whether suit brought by judgment, award, decree, or settlement, shall first be applied to reimbursement of University’s expenses in bringing such suit or proceeding (including expert, attorneys and court fees), and the balance shall be distributed between University and Licensee at a ratio of 65:35 in all cases which do not result in a sub-licence to a third party. If a suit or proceedings result in a sub-licence to a third party, then any recovery, whether by judgment, award, decree, or settlement, shall first be applied to reimbursement of University’s expenses in bringing such suit or proceeding (including expert, attorneys and court fees), and the balance to be paid to Licensee, provided that such balance shall be shared between University and Licensee according to the provisions in Clause 5.3 hereinLICENSEE.

Patent Infringement. 9.1 If either Party learns 16.1. In the event that Licensee shall learn of the substantial infringement of a Prospective Patentany patent licensed under this Agreement in the Licensed Field, Licensee shall notify Rutgers in any jurisdiction within the Territory, it writing and shall so inform the other Party in writing, including any provide Rutgers with reasonable evidence of such infringement. University may not Both parties to this Agreement agree that during the period and in a jurisdiction where Licensee has exclusive rights under this Agreement, neither will notify a third party of the infringement of a Prospective Patent, save for its legal advisersany of Rutgers’ Patent Rights in the Licensed Field, without first obtaining written consent of Licenseethe other Party, which consent shall not be unreasonably denied or delayeddenied, provided that for purposes of this Section, Licensee’s Sublicensees shall not be deemed to be “third parties” as that term used herein. Both Parties parties shall use their reasonable commercial diligent efforts in cooperation with each other to terminate such infringementinfringement without litigation. 9.2 16.2. Licensee shall have may request that Rutgers take legal action against the sole right, but not the obligation, to institute, prosecute and control any action, suit or proceeding to enforce the Prospective Patent with respect to infringement of the Prospective Rutgers’ Patent and to defend any declaratory judgment with respect thereto, in each case within the Territory (“Action”). University hereby agrees to assist and cooperate with Licensee, at Licensee’s expense (including payment for University’s expert’s time, and other expenses so long as such expenses are properly documented), to enable Licensee to prosecute and maintain such Action. University’s agreement to assist Licensee includes, at Licensee’s reasonable request and when it is required by law, government regulation or court order, University’s agreement to join or to procure its Affiliates to join as a nominal party to achieve sufficient legal standing for Licensee to prosecute and maintain such Action provided that, if University participates Rights in the Action only as a nominal party, University shall have no responsibility (other than to join as a nominal party) nor be liable for any costs or expenses in relation to or arising from such ActionLicensed Field. For clarity, such liabilities for costs or expenses Such request shall be the responsibility made in writing and shall include reasonable evidence of such infringement and damages to Licensee. If Licensee invites University or its Affiliates to take a more active role the infringing activity has not been abated within ninety (other than as a nominal party90) in an Action as a co-partydays following the effective date of such request, University shall have its sole discretion to decide joining or not and on terms to be agreed with Licensee on a case by case basis. Licensee Rutgers shall have the right to settle any Action commence suit on its own account or consent refuse to an adverse judgment theretocommence such suit. However, in its sole discretionthe event Rutgers elects to bring suit in accordance with this paragraph, except that Licensee may not settle thereafter join such suit at its own expense. Rutgers shall give notice of its election in writing to Licensee by the end of the one-hundredth (100th) day after receiving notice of such request from Licensee. However, Licensee may thereafter bring suit for patent infringement in its own name and if required for standing purposes in the name of Rutgers if and only if Rutgers refuses to commence suit and if the infringement occurred during the period and in a jurisdiction where Licensee had exclusive rights under this Agreement. However, in the event Licensee elects to bring suit in accordance with this paragraph, Rutgers may thereafter join such suit at its own expense. Such legal action as is decided upon shall be at the expense of the party on account of whom suit is brought. 16.3. Each party agrees to cooperate with the other in litigation proceedings instituted hereunder but at the expense of the party on account of whom suit is brought for out-of-pocket expenses. Such litigation shall be controlled by agreeing to the invalidation party bringing the suit. Each party may be represented by counsel of a Prospective Patent or any claim therein without University’s prior written consentits choice at its own expense. Any recovery obtained as a result of an Action, whether by judgment, award, decree or settlement, damages or settlement amounts derived from any such action shall first be applied to reimbursement of Licensee’s expenses in bringing such suit or proceeding (including any attorneys, expert and court fees), and reimburse each party for the balance shall be considered to be Net Sales Value, and subject to the royalty payments at [***]% as set forth in Clause 5, and the remaining balance shall be recovered by Licensee as damages. 9.3 Subject to Clause 9.2, if University commences or defends any suit or proceedings on its own account, University shall do so at its own expense. University shall have the right to settle any such action or consent to an adverse judgment thereto, in its sole discretion, except that University may not settle such action that may impair, damage or otherwise adversely affect the licence granted to Licensee under Clause 2.1, Licensee’s use of such licence, any Licensed Product, or any of Licensee’s rights/obligations hereunder, without Licensee’s prior written consent, which consent may not be unreasonably withheld or delayed. Any recovery obtained as a result total cost of such action, whether by judgment, award, decree, or settlement, with the remainder to be allocated among the parties as follows: the party bringing the action shall first be applied to reimbursement of University’s expenses in bringing such suit or proceeding (including expert, attorneys and court fees)receive from the other party, and the balance other party shall be distributed between University and Licensee at a ratio assign to the party bringing the action eighty percent (80%) of 65:35 in all cases which do not result in a sub-licence to a third party. If a suit or proceedings result in a sub-licence to a third party, then any recovery, whether by judgment, award, decree, or settlement, shall first be applied to reimbursement of University’s expenses in bringing such suit or proceeding (including expert, attorneys and court fees)remainder, and the balance to be paid to Licenseeother party shall receive from the party bringing the action, provided that and the party bringing the action shall assign twenty percent (20%) of such balance shall be shared between University and Licensee according remainder to the provisions in Clause 5.3 hereinother party.

Patent Infringement. 9.1 (a) If either Party party learns of the any substantial infringement of a Prospective PatentPatent Rights, in any jurisdiction within the Territory, it party which first became aware of such infringement shall so inform the other Party in writing, including any party and provide the other party with reasonable evidence of such the infringement. University may not Neither party shall notify a third party of the infringement of a Prospective Patent, save for its legal advisers, Patent Rights without first obtaining written the consent of Licensee, which consent shall not be unreasonably denied or delayedthe other party. Both Parties parties shall use their reasonable commercial efforts in and cooperation with each other to terminate such infringementinfringement without litigation. 9.2 Licensee shall have (b) LICENSEE may request Cornell to take legal action against such third party for the sole right, but not the obligation, to institute, prosecute and control any action, suit or proceeding to enforce the Prospective Patent with respect to infringement of Patent Rights in the Prospective Patent Field and to defend any declaratory judgment with respect thereto, in each case within the Territory Territory. Such request shall be made in writing and shall include reasonable evidence of such infringement and damages to LICENSEE. If the infringing activity has not abated ninety (“Action”). University hereby agrees to assist and cooperate with Licensee90) days following LICENSEE’s request, at Licensee’s expense (including payment for University’s expert’s time, and other expenses so long as such expenses are properly documented), to enable Licensee to prosecute and maintain such Action. University’s agreement to assist Licensee includes, at Licensee’s reasonable request and when it is required by law, government regulation or court order, University’s agreement to join or to procure its Affiliates to join as a nominal party to achieve sufficient legal standing for Licensee to prosecute and maintain such Action provided that, if University participates in the Action only as a nominal party, University Cornell shall have no responsibility (other than to join as a nominal party) nor be liable for any costs or expenses in relation elect to or arising from such Action. For clarity, such liabilities for costs or expenses shall be the responsibility of Licensee. If Licensee invites University or its Affiliates not to take a more active role (other than as a nominal party) in an Action as a co-party, University shall have its sole discretion to decide joining or not and on terms to be agreed with Licensee on a case by case basis. Licensee shall have the right to settle any Action or consent to an adverse judgment thereto, in its sole discretion, except that Licensee may not settle such action by agreeing to the invalidation of a Prospective Patent or any claim therein without University’s prior written consent. Any recovery obtained as a result of an Action, whether by judgment, award, decree or settlement, shall first be applied to reimbursement of Licensee’s expenses in bringing such commence suit or proceeding (including any attorneys, expert and court fees), and the balance shall be considered to be Net Sales Value, and subject to the royalty payments at [***]% as set forth in Clause 5, and the remaining balance shall be recovered by Licensee as damages. 9.3 Subject to Clause 9.2, if University commences or defends any suit or proceedings on its own account, University . Cornell shall do so give notice of its election in writing to LICENSEE by the end of the one-hundredth (100th) day after receiving notice of such request from LICENSEE. LICENSEE may thereafter bring suit for patent infringement at its own expense, if and only if Cornell elects not to commence suit and the infringement occurred in a jurisdiction where LICENSEE has an exclusive license under this Agreement for the infringing activity. University If LICENSEE elects to bring suit, Cornell and/or CRF may join that suit at its own expense. (c) Any recovery or settlement received in connection with any suit will (i) first be shared by Cornell and LICENSEE equally until the actual out-of-pocket litigation costs of one of the parties are fully recovered; (ii) thereafter, it shall have be provided to the right to settle any party that has not yet fully recovered its actual out-of-pocket litigation costs until all such action or consent to an adverse judgment thereto, in its sole discretion, except that University may not settle such action that may impair, damage or otherwise adversely affect the licence granted to Licensee under Clause 2.1, Licensee’s use of such licencecosts are fully recovered; and (iii) finally, any Licensed Product, or any of Licensee’s rights/obligations hereunder, without Licensee’s prior written consent, which consent may not be unreasonably withheld or delayed. Any recovery obtained as a result of such action, whether by judgment, award, decree, or settlement, remaining amount shall first be applied to reimbursement of University’s expenses in bringing such suit or proceeding (including expert, attorneys and court fees), and the balance shall be distributed between University and Licensee at a ratio of 65:35 in all cases which do not result in a sub-licence to a third party. If a suit or proceedings result in a sub-licence to a third party, then any recovery, whether by judgment, award, decree, or settlement, shall first be applied to reimbursement of University’s expenses in bringing such suit or proceeding (including expert, attorneys and court fees), and the balance to be paid to Licensee, provided that such balance shall be shared between University Cornell and Licensee according LICENSEE in a ratio that is proportionate to the provisions in Clause 5.3 herein.actual out-of-pocket litigation costs incurred by the parties. If, however, Cornell has no out of pocket costs, Cornell's share of any remaining amount shall be governed by Paragraph 3.1

Patent Infringement. 9.1 If either Party learns of the infringement of a Prospective Patent, in any jurisdiction within the Territory, it shall so inform the other Party in writing, including any evidence of such infringement. University may not notify a third party of the infringement of a Prospective Patent, save for its legal advisers, without first obtaining written consent of Licensee, which consent shall not be unreasonably denied or delayed. Both Parties shall use their reasonable commercial efforts in cooperation with each other to terminate such infringement. 9.2 Licensee shall have the sole right, but not the obligation, to institute, prosecute and control any action, suit or proceeding to enforce the Prospective Patent with respect to infringement of the Prospective Patent and to defend any declaratory judgment with respect thereto, in each case within the Territory (“Action”). University hereby agrees to assist and cooperate with Licensee, at Licensee’s expense (including payment for University’s expert’s time, and other expenses so long as such expenses are properly documented), to enable Licensee to prosecute and maintain such Action. University’s agreement to assist Licensee includes, at Licensee’s reasonable request and when it is required by law, government regulation or court order, University’s agreement to join or to procure its Affiliates to join as a nominal party to achieve sufficient legal standing for Licensee to prosecute and maintain such Action provided that, if University participates in the Action only as a nominal party, University shall have no responsibility (other than to join as a nominal party) nor be liable for any costs or expenses in relation to or arising from such Action. For clarity, such liabilities for costs or expenses shall be the responsibility of Licensee. If Licensee invites University or its Affiliates to take a more active role (other than as a nominal party) in an Action as a co-party, University shall have its sole discretion to decide joining or not and on terms to be agreed with Licensee on a case by case basis. Licensee shall have the right to settle any Action or consent to an adverse judgment thereto, in its sole discretion, except that Licensee may not settle such action by agreeing to the invalidation of a Prospective Patent or any claim therein therein 9.3 without University’s prior written consent. Any recovery obtained as a result of an Action, whether by judgment, award, decree or settlement, shall first be applied to reimbursement of Licensee’s expenses in bringing such suit or proceeding (including any attorneys, expert and court fees), and the balance shall be considered to be Net Sales Value, and subject to the royalty payments at [***]% as set forth in ln Clause 5, and the remaining balance shall be recovered by Licensee as damages. 9.3 . Subject to Clause 9.2, if University commences or defends any suit or proceedings on its own account, University shall do so at its own expense. University shall have the right to settle any such action or consent to an adverse judgment thereto, in its sole discretion, except that University may not settle such action that may impair, damage or otherwise adversely affect the licence granted to Licensee under Clause 2.1, Licensee’s use of such licence, any Licensed Product, or any of Licensee’s rights/obligations hereunder, without Licensee’s prior written consent, which consent may not be unreasonably withheld or delayed. Any recovery obtained as a result of such action, whether by judgment, award, decree, or settlement, shall first be applied to reimbursement of University’s expenses in bringing such suit or proceeding (including expert, attorneys and court fees), and the balance shall be distributed between University and Licensee at a ratio of 65:35 in all cases which do not result in a sub-licence to a third party. If a suit or proceedings result in a sub-licence sub­licence to a third party, then any recovery, whether by judgment, award, decree, or settlement, shall first be applied to reimbursement of Universityuniversity’s expenses in bringing such suit or proceeding (including expert, attorneys and court fees), and the balance to be paid to Licensee, provided that such balance shall be shared between University and Licensee according to the provisions in Clause 5.3 herein.

Patent Infringement. 9.1 If either Party Licensee learns of the infringement of a Prospective Patent, in any jurisdiction within the Territory, it Licensee shall so inform the other Party University in writing, including any writing and shall provide University with reasonable evidence of such the infringement. University Licensee may not notify a third party of the infringement of a the Prospective Patent, save for its legal advisers, without first obtaining written consent of LicenseeUniversity, which consent shall not be unreasonably denied or delayed. Both Parties shall use their reasonable commercial efforts in cooperation with each other to terminate such infringement. 9.2 Licensee shall have may request that University take legal action against the sole right, but not the obligation, to institute, prosecute and control any action, suit or proceeding to enforce the Prospective Patent with respect to infringement of the Prospective Patent and to defend in any declaratory judgment with respect thereto, in each case jurisdiction within the Territory Territory. Licensee shall make that request in writing and include reasonable evidence of the infringement to University. If the infringing activity has not been abated within […***…] days of that request, University may elect to: (a) commence suit on its own account; or (b) refuse to bring suit. University shall give written notice of its election to Licensee by the end of the aforesaid […***…] day after receiving notice of the request from Licensee. Licensee may thereafter bring suit for patent infringement only if University has elected not to commence suit (“Licensee Action”). University hereby agrees to assist and cooperate with Licensee, at Licensee’s expense (including payment for University’s expert’s time, and other expenses so long as such expenses are properly documented), to enable Licensee to prosecute and maintain such Actionaction. However, University’s agreement to assist Licensee includes, at Licensee’s reasonable request and when it is required by law, government regulation or court order, University’s does not extend to agreement to join or to procure its Affiliates to join in legal or other proceedings as a nominal party to achieve sufficient legal standing co-party. Notwithstanding the foregoing, where it is necessary under applicable local law for Licensee to prosecute and maintain such Action provided that, if University participates in the Action only as a nominal party, University shall have no responsibility (other than to join as a nominal party) nor be liable for any costs or expenses in relation to or arising from such Action. For clarity, such liabilities for costs or expenses shall be the responsibility of Licensee. If Licensee invites University or its Affiliates to take a more active role (other than as a nominal party) join in an Action proceedings as a co-party, Licensee shall seek the express written agreement of University shall have and its sole discretion to decide joining or not and Affiliates before doing so, on terms to be agreed with Licensee University and its Affiliates on a case by case basis. Licensee shall have the right to settle any Licensee Action or consent to an adverse judgment thereto, in its sole discretion, except that Licensee may not settle such action by agreeing to the invalidation of a Prospective Patent or any claim therein without University’s prior written consent. Any recovery obtained as a result of an a Licensee Action, whether by judgment, award, decree or settlement, shall first be applied to reimbursement of Licensee’s expenses in bringing such suit or proceeding (including any attorneys, expert and court fees), and the balance shall be considered to be Net Sales Value, and subject to the royalty payments at [***]% as set forth in Clause 5, and the remaining balance shall be recovered by Licensee as damages. 9.3 Subject to Clause 9.2, if University commences or defends any suit or proceedings on its own account, University shall do so at its own expense. University shall have the right to settle any such action or consent to an adverse judgment thereto, in its sole discretion, except that University may not settle such action that may impair, damage or otherwise adversely affect by granting the licence granted to Licensee under Clause 2.1, Licensee’s use of such licence, third party any Licensed Product, or any of Licensee’s rights/obligations hereunder, license without Licensee’s prior written consent, which consent may not be unreasonably withheld or delayeddelayed if the license to the third party takes the form of a sub-license with Licensee upon Licensee’s usual commercial terms with other sub-licensees in that jurisdiction. Any recovery obtained as a result of such action, whether by judgment, award, decree, or settlement, shall first be applied to reimbursement of University’s expenses in bringing such suit or proceeding (including expert, attorneys and court fees), and the balance shall be distributed between University and Licensee at a ratio of 65:35 […***…] in all cases which do not result in a sub-licence license to a third party. If a suit or proceedings result results in a sub-licence license to a third party, then any recovery, whether by judgment, award, decree, or settlement, shall first be applied to reimbursement of University’s expenses in bringing such suit or proceeding (including expert, attorneys and court fees), and the balance to be paid to Licensee, provided that such balance shall be shared between University and Licensee according to the provisions in Clause 5.3 herein.

Patent Infringement. 9.1 If either Party learns 5.1 In the event that patent administrators responsible for Patent Rights at DFCI or UCSD learn of the substantial infringement of any patent covered by this agreement, the party who learned of the infringement shall call the attention of a Prospective Patent, in any jurisdiction within the Territory, it shall so inform the other Party in writing, including any party to the infringement and provide written evidence of such infringement. University may not notify a third party of the infringement of a Prospective PatentUCSD shall, save for its legal advisers, without first obtaining written consent of Licensee, which consent shall not be unreasonably denied or delayed. Both Parties shall use their reasonable commercial efforts in cooperation with each other DFCI, use its best efforts to terminate such infringementinfringement without litigation. 9.2 Licensee shall have 5.2 If, however, the sole right, but not the obligation, to institute, prosecute and control any action, suit or proceeding to enforce the Prospective Patent with respect to infringement efforts of the Prospective Patent and parties are not successful in abating the infringement within ninety (90) days after the infringer has been notified of the infringement, then UCSD may: 5.2.1 continence suit on its own account; or 5.2.2 permit an exclusive licensee to defend any declaratory judgment with respect thereto, in each case within the Territory (“Action”). University hereby agrees to assist and cooperate with Licensee, at Licensee’s expense (including payment for University’s expert’s time, and other expenses so long as such expenses are properly documented), to enable Licensee to prosecute and maintain such Action. University’s agreement to assist Licensee includes, at Licensee’s reasonable request and when it is required by law, government regulation or court order, University’s agreement to join or to procure its Affiliates to join as a nominal party to achieve sufficient legal standing for Licensee to prosecute and maintain such Action provided that, if University participates in the Action only as a nominal party, University shall have no responsibility (other than to join as a nominal party) nor be liable for any costs or expenses in relation to or arising from such Action. For clarity, such liabilities for costs or expenses shall be the responsibility of Licensee. If Licensee invites University or its Affiliates to take a more active role (other than as a nominal party) in an Action as a co-party, University shall have its sole discretion to decide joining or not and on terms to be agreed with Licensee on a case by case basis. Licensee shall have the right to settle any Action or consent to an adverse judgment thereto, in its sole discretion, except that Licensee may not settle such action by agreeing to the invalidation of a Prospective Patent or any claim therein without University’s prior written consent. Any recovery obtained as a result of an Action, whether by judgment, award, decree or settlement, shall first be applied to reimbursement of Licensee’s expenses in bringing such commence suit or proceeding (including any attorneys, expert and court fees), and the balance shall be considered to be Net Sales Value, and subject to the royalty payments at [***]% as set forth in Clause 5, and the remaining balance shall be recovered by Licensee as damages. 9.3 Subject to Clause 9.2, if University commences or defends any suit or proceedings on its own account, University shall or with UCSD; or 5.2.3 UCSD may request that DFCI join as a party plaintiff in a patent infringement litigation, DFCI has 90 (ninety) days to inform UCSD of its decision to join or not join in such litigation. In no event may DFCI be joined in such a suit without its prior written consent. In the event that UCSD chooses not to commence suit, or to allow an exclusive Licensee to do so, DFCI may do so at its own expenseelection. 5.3 Legal action to terminate infringement or recover damages, as is decided upon under paragraph 5.2, will be at the full expense of the party on account of whom suit is brought and all recoveries recovered thereby will belong to such party, provided, however, that legal action brought jointly by the parties and fully participated in by such parties shall be at the joint expense of the parties (in shares to be mutually agreed upon) and all recoveries shall be shared jointly by them in direct proportion to the share of expense paid by each party. 5.4 Each party shall cooperate with the other in litigation proceedings instituted hereunder but at the expense of the party on account of whom suit is brought. University shall have The litigation will be controlled by the right to settle any such action or consent to an adverse judgment thereto, in its sole discretionparty bringing the suit, except that University DFCI may not settle such action that may impair, damage be represented by counsel of its choice pursuant to DFCI’s determination in any suit brought by UCSD or otherwise adversely affect the licence granted to Licensee under Clause 2.1, a Licensee’s use of such licence, any Licensed Product, or any of Licensee’s rights/obligations hereunder, without Licensee’s prior written consent, which consent may not be unreasonably withheld or delayed. Any recovery obtained as a result of such action, whether by judgment, award, decree, or settlement, shall first be applied to reimbursement of University’s expenses in bringing such suit or proceeding (including expert, attorneys and court fees), and the balance shall be distributed between University and Licensee at a ratio of 65:35 in all cases which do not result in a sub-licence to a third party. If a suit or proceedings result in a sub-licence to a third party, then any recovery, whether by judgment, award, decree, or settlement, shall first be applied to reimbursement of University’s expenses in bringing such suit or proceeding (including expert, attorneys and court fees), and the balance to be paid to Licensee, provided that such balance shall be shared between University and Licensee according to the provisions in Clause 5.3 herein.

Patent Infringement. 9.1 18.1. If either Party Licensee learns of the substantial infringement of a Prospective Patentany of Licensed Patents, in any jurisdiction within the Territory, it Licensee shall so inform the other Party Berkeley Lab in writing, including any writing and shall provide Berkeley Lab with reasonable evidence of such the infringement. University During the period and in a jurisdiction where Licensee has exclusive rights under this Agreement, neither party may not notify a third party of the infringement of a Prospective Patent, save for its legal advisers, any of Licensed Patents without first obtaining written consent of Licenseethe other party, which consent shall not be unreasonably denied or delayeddenied. Both Parties Subject to paragraph 18.2, both 14 of 25 L-03-1370 parties shall use their reasonable commercial efforts in cooperation with each other to terminate resolve such infringementinfringement without litigation. 9.2 18.2. Licensee may request that Berkeley Lab take legal action against the infringement of Licensed Patents in the Field of Use in which Licensee has exclusive rights under this Agreement. Licensee shall have the sole right, but not the obligation, to institute, prosecute make that request in writing and control any action, suit or proceeding to enforce the Prospective Patent with respect to infringement include reasonable evidence of the Prospective Patent infringement and damages to defend any declaratory judgment Licensee. If the infringing activity has not been abated within 90 days of that request, Berkeley Lab may elect to: (a) commence suit on its own account; or (b) refuse to participate in the suit. Berkeley Lab shall give written notice of its election to Licensee by the end of the 100th day after receiving notice of the request from Licensee. Licensee may thereafter bring suit for patent infringement only if Berkeley Lab elects not to commence suit and if the infringement occurred during the period and in a jurisdiction where Licensee has exclusive rights under this Agreement. If Berkeley Lab brings suit in accordance with respect theretothis paragraph, in each case within the Territory (“Action”). University hereby agrees to assist and cooperate with LicenseeLicensee may thereafter join such suit, at Licensee’s expense (including payment for University’s expert’s timeits own expense, and other expenses so long as contribute up to fifty percent of the costs of such expenses are properly documented)suit. If Licensee elects to bring suit in accordance with this paragraph, to enable Licensee to prosecute and maintain Berkeley Lab may thereafter join such Action. University’s agreement to assist Licensee includessuit, at Licensee’s reasonable request its own expense, and when it is contribute up to fifty percent of the costs of such suit. Subject to this paragraph 18.2, if required by law, government regulation or court ordereach party shall permit any action under this paragraph to be brought in its name, University’s agreement to join or to procure its Affiliates to join as a nominal party to achieve sufficient legal standing for Licensee to prosecute and maintain such Action provided that, if University participates in the Action only including being joined as a nominal party-plaintiff, University provided that the other party shall have no responsibility (other than hold such party harmless from, and indemnify the such party against, any costs, expenses or liability that such party incurs in connection with such action. 18.3. Such legal action as is decided upon must be at the expense of the party on account of whom suit is brought and all consequent recoveries belong to join as a nominal that party) nor be liable for any costs or expenses . But if Berkeley Lab and Licensee jointly bring legal action and fully participate in relation to or arising from such Action. For clarityit, such liabilities for costs or expenses the parties must jointly share the expense and all recoveries shall be the responsibility of Licensee. If Licensee invites University or its Affiliates to take a more active role (other than as a nominal party) shared in an Action as a co-party, University shall have its sole discretion to decide joining or not and on terms to be agreed with Licensee on a case by case basis. Licensee shall have the right to settle any Action or consent to an adverse judgment thereto, in its sole discretion, except that Licensee may not settle such action by agreeing proportion to the invalidation share of a Prospective Patent or any claim therein without University’s prior written consentexpense each party pays. 18.4. Any recovery obtained as a result Each party shall cooperate with the other in litigation proceedings instituted under this Agreement but at the expense of an Actionthe party on account of whom suit is brought. The party bringing the suit will control that litigation, whether by judgmentincluding the settlement thereof, award, decree or settlement, shall first be applied to reimbursement of Licensee’s expenses in bringing such suit or proceeding (including any attorneys, expert and court fees), and the balance shall be considered to be Net Sales Value, and subject to the royalty payments at [***]% as set forth right of Berkeley Lab to be represented by counsel of its choice in Clause 5, and the remaining balance shall be recovered by Licensee as damages. 9.3 Subject to Clause 9.2, if University commences or defends any suit or proceedings on its own account, University shall do so at its own expense. University shall have the right to settle any such action or consent to an adverse judgment thereto, in its sole discretion, except that University may not settle such action that may impair, damage or otherwise adversely affect the licence granted to Licensee under Clause 2.1, Licensee’s use of such licence, any Licensed Product, or any of Licensee’s rights/obligations hereunder, without Licensee’s prior written consent, which consent may not be unreasonably withheld or delayed. Any recovery obtained as a result of such action, whether brought by judgment, award, decree, or settlement, shall first be applied to reimbursement of University’s expenses in bringing such suit or proceeding (including expert, attorneys and court fees), and the balance shall be distributed between University and Licensee at a ratio of 65:35 in all cases which do not result in a sub-licence to a third party. If a suit or proceedings result in a sub-licence to a third party, then any recovery, whether by judgment, award, decree, or settlement, shall first be applied to reimbursement of University’s expenses in bringing such suit or proceeding (including expert, attorneys and court fees), and the balance to be paid to Licensee, provided it being understood that such balance shall be shared between University and Licensee according to the provisions in Clause 5.3 hereinwill still control litigation brought by it.

Patent Infringement. 9.1 (a) If either Party UNIVERSITY (based on actual knowledge of the licensing professional responsible for administering this Invention), or LICENSEE learns of potential infringement of commercial significance of any patent licensed under this Agreement, the knowledgeable party promptly will inform the other party of the infringement of a Prospective Patent, in any jurisdiction within the Territory, it shall so inform the other Party in writing, including any and provide evidence of such infringementinfringement available to the knowledgeable party (“Infringement Notice”). University may not In a jurisdiction where LICENSEE has exclusive rights under this Agreement, neither UNIVERSITY, nor LICENSEE will notify a third party (including the infringer) of infringement or put such third party on notice of the infringement existence of a Prospective Patent, save for its legal advisers, any Patent Rights without first obtaining consent of the other. UNIVERSITY and LICENSEE agree to discuss and determine how best to proceed. If LICENSEE notifies a third party of infringement or puts such third party on notice of the existence of any Patent Rights regarding such infringement without first obtaining the written consent of LicenseeUNIVERSITY and UNIVERSITY is sued for declaratory judgment (or its equivalent), which consent shall not be unreasonably denied or delayedUNIVERSITY will have the right to terminate this Agreement immediately, notwithstanding Paragraph 7. 1. Both Parties shall UNIVERSITY and LICENSEE will use their reasonable commercial diligent efforts in cooperation to cooperate with each other to terminate such infringement. 9.2 Licensee shall have the sole right, but not the obligation, infringement without litigation. Subject to institute, prosecute and control any action, suit or proceeding to enforce the Prospective Patent with respect to infringement of the Prospective Patent and to defend any declaratory judgment with respect thereto, in each case within the Territory (“Action”). University hereby agrees to assist and cooperate with Licensee, at Licensee’s expense (including payment for University’s expert’s time, and other expenses so long as such expenses are properly documented), to enable Licensee to prosecute and maintain such Action. University’s agreement to assist Licensee includes, at Licensee’s reasonable request and when it is required by law, government regulation or court order, University’s agreement to join or to procure its Affiliates to join as a nominal party to achieve sufficient legal standing for Licensee to prosecute and maintain such Action provided thatstatutory deadlines, if University participates in the Action only as a nominal party, University shall have no responsibility (other than to join as a nominal party) nor be liable for any costs or expenses in relation to or arising from such Action. For clarity, such liabilities for costs or expenses shall be the responsibility of Licensee. If Licensee invites University or its Affiliates to take a more active role (other than as a nominal party) in an Action as a co-party, University shall have its sole discretion to decide joining or infringement has not and on terms to be agreed with Licensee on a case by case basis. Licensee shall have the right to settle any Action or consent to an adverse judgment thereto, in its sole discretion, except that Licensee may not settle such action by agreeing to the invalidation of a Prospective Patent or any claim therein without University’s prior written consent. Any recovery obtained as a result of an Action, whether by judgment, award, decree or settlement, shall first be applied to reimbursement of Licensee’s expenses in bringing such suit or proceeding (including any attorneys, expert and court fees), and the balance shall be considered to be Net Sales Value, and subject to the royalty payments at ended within [***]% as set forth in Clause 5] of the effective date of the Infringement Notice, then LICENSEE may initiate suit (or earlier depending on an applicable statutory deadline to file); and, if such infringement has not ended within [***] of the effective date of the Infringement Notice, and LICENSEE has not initiated suit, then UNIVERSITY may initiate suit. Notwithstanding the remaining balance shall foregoing: (1) UNIVERSITY may not be recovered by Licensee as damages. 9.3 Subject to Clause 9.2, if University commences or defends joined in any suit or proceedings on without its own account, University shall do so at its own expense. University shall have the right to settle any such action or consent to an adverse judgment thereto, in its sole discretion, except that University may not settle such action that may impair, damage or otherwise adversely affect the licence granted to Licensee under Clause 2.1, Licensee’s use of such licence, any Licensed Product, or any of Licensee’s rights/obligations hereunder, without Licensee’s prior written consent, which consent ; (2) LICENSEE may not be unreasonably withheld admit liability or delayed. Any recovery obtained as wrongdoing on behalf of UNIVERSITY without its prior written consent; (3) Each party will cooperate with the other in litigation initiated under Paragraph 5.2, but at the expense of the party who initiated the suit; (4) If UNIVERSITY is joined in any suit under Paragraph 5.2, LICENSEE will pay all of UNIVERSITY’s costs; (5) If UNIVERSITY is a result of such action, whether by judgment, award, decree, or settlement, shall first be applied to reimbursement of University’s expenses in bringing such suit or proceeding (including expert, attorneys and court fees), and the balance shall be distributed between University and Licensee at a ratio of 65:35 in all cases which do not result in a sub-licence party to a third party. suit under Paragraph 5.2, then the recovery to UNIVERSITY will be greater than or equal to [***] of net recoveries; (6) Any agreement made by LICENSEE for purposes of settling litigation or other dispute regarding Patent Rights will comply with the requirements of Paragraph 2.2 (Sublicense); and (7) If a suit LICENSEE or proceedings result in a sub-licence to UNIVERSITY (but not both) sues a third partyparty for infringement of Patent Rights, then any recovery, whether by judgment, award, decree, or settlement, shall first be applied to reimbursement the non-suing party may not thereafter sue such infringer for the acts of University’s expenses infringement raised in bringing such suit or proceeding (including expert, attorneys and court fees), and the balance to be paid to Licensee, provided that such balance shall be shared between University and Licensee according to the provisions in Clause 5.3 hereinsuit.

Patent Infringement. 9.1 If either Party learns of the infringement of a Prospective Patent, in any jurisdiction within the Territory, it 16.1 Each party shall so promptly inform the other Party in writing, including party of any evidence alleged infringement of such infringement. University may not notify LICENSED PATENTS by a third party party, and provide any available evidence thereof. 16.2 During the term of exclusivity of the infringement of a Prospective Patentlicense granted hereunder, save for its legal advisersand subject to UW's written approval (such approval not to be untimely or unreasonably withheld), without first obtaining written consent of Licensee, which consent shall not be unreasonably denied or delayed. Both Parties shall use their reasonable commercial efforts in cooperation with each other to terminate such infringement. 9.2 Licensee shall have the sole first right to settle any alleged infringement of LICENSED PATENTS by securing cessation of the infringement, instituting suit against the infringer, or entering into a sublicensing agreement in and to relevant patents in LICENSED PATENTS. To enjoy said first right, but not the obligation, Licensee must initiate bona fide action to institute, prosecute settle any alleged infringement within ninety (90) days of receiving UW's approval. After Licensee has recovered its reasonable attorney's fees and control other expenses directly related to any action, suit suit, or proceeding to enforce the Prospective Patent with respect to settlement for infringement of LICENSED PATENTS, UW and License shall divide any remaining damages, awards, or settlement proceeds in the Prospective Patent and following manner: UW twenty-five percent (25%) Licensee seventy-five percent (75%) provided, however, that any payment by an alleged infringer as consideration for the grant of a sublicense shall be handled according to defend any declaratory judgment with respect theretothe royalty provisions for sublicenses set forth in this Agreement. 16.3 If Licensee chooses to institute suit against an alleged infringer during the term of exclusivity as provided in this Agreement, Licensee may do so in each case within the Territory UW's name (“Action”). University hereby agrees to assist and cooperate with Licensee, at Licensee’s expense (including payment for University’s expert’s time, and other expenses so long as such expenses are properly documented), to enable Licensee to prosecute and maintain such Action. University’s agreement to assist Licensee includes, at Licensee’s reasonable request and when it is if required by law, government regulation otherwise, in Licensee's name) but at Licensee's sole expense, and UW shall, but at Licensee's expense for UW's direct associated expenses, fully and promptly cooperate and assist Licensee in connection with any such suit. 16.4 If Licensee fails, within ninety (90) days of receiving UW's approval, to secure * Material has been omitted pursuant to a request for confidential treatment, and such material has been filed separately with the SEC. cessation of the infringement, institute suit against the infringer, or court orderprovide to UW satisfactory evidence that Licensee is engaged in bona fide negotiation for the acceptance by infringer of a sublicense in and to relevant patents in LICENSED PATENTS, University’s agreement UW upon written notice to join Licensee may assume full right and responsibility to secure cessation of the infringement, institute suit against the infringer, or secure acceptance of a sublicense from Licensee in and to procure relevant patents in LICENSED PATENTS, approval for which sublicense Licensee shall not unreasonably withhold. 16.5 If UW in accordance with the terms and conditions of this Agreement chooses to institute suit against an alleged infringer, UW may bring such suit in its Affiliates to join as a nominal party to achieve sufficient legal standing for Licensee to prosecute and maintain such Action provided thatown name (or, if University participates in the Action only as a nominal party, University shall have no responsibility (other than to join as a nominal party) nor be liable for any costs or expenses in relation to or arising from such Action. For clarity, such liabilities for costs or expenses shall be the responsibility of Licensee. If Licensee invites University or its Affiliates to take a more active role (other than as a nominal party) in an Action as a co-party, University shall have its sole discretion to decide joining or not and on terms to be agreed with Licensee on a case required by case basis. Licensee shall have the right to settle any Action or consent to an adverse judgment theretolaw, in its sole discretion, except that Licensee may not settle such action by agreeing to the invalidation of a Prospective Patent or any claim therein without University’s prior written consent. Any recovery obtained as a result of an Action, whether by judgment, award, decree or settlement, shall first be applied to reimbursement of and Licensee’s expenses in bringing such suit or proceeding (including any attorneys, expert 's name) and court fees), and the balance shall be considered to be Net Sales Value, and subject to the royalty payments at [***]% as set forth in Clause 5, and the remaining balance shall be recovered by Licensee as damages. 9.3 Subject to Clause 9.2, if University commences or defends any suit or proceedings on its own account, University shall do so at its own expense. University shall have the right to settle , and Licensee shall, but at UW's expense for Licensee's direct associated expenses, fully and promptly cooperate and assist UW in connection with any such action or consent to an adverse judgment theretosuit. Any and all damages, in its sole discretion, except that University may not settle such action that may impair, damage or otherwise adversely affect the licence granted to Licensee under Clause 2.1, Licensee’s use of such licence, any Licensed Productawards, or any of Licensee’s rights/obligations hereunder, without Licensee’s prior written consent, which consent may not be unreasonably withheld or delayed. Any recovery obtained as settlement proceeds arising from such a result of such action, whether by judgment, award, decree, or settlement, shall first be applied to reimbursement of University’s expenses in bringing such suit or proceeding (including expert, attorneys and court fees), and the balance UW-initiated action shall be distributed between University and UW's. 16.6 Neither Licensee at a ratio of 65:35 in all cases which do not result in a sub-licence nor UW is obligated under this Agreement to a third party. If institute a suit or proceedings result in a sub-licence to a third party, then any recovery, whether by judgment, award, decree, or settlement, shall first be applied to reimbursement against an alleged infringer of University’s expenses in bringing such suit or proceeding (including expert, attorneys and court fees), and the balance to be paid to Licensee, provided that such balance shall be shared between University and Licensee according to the provisions in Clause 5.3 hereinLICENSED PATENTS.

Patent Infringement. 9.1 If either Party learns of the infringement of a Prospective Patent, in any jurisdiction within the Territory, it shall so inform the other Party in writing, including any evidence of such infringement. University may not notify a third party of the infringement of a Prospective Patent, save for its legal advisers, without first obtaining written consent of Licensee, which consent shall not be unreasonably denied or delayed. Both Parties shall use their reasonable commercial efforts in cooperation with each other to terminate such infringement. 9.2 Licensee shall have the sole right, but not the obligation, to institute, prosecute and control any action, suit or proceeding to enforce the Prospective Patent with respect to infringement of the Prospective Patent and to defend any declaratory judgment with respect thereto, in each case within the Territory (“Action”). University hereby agrees to assist and cooperate with Licensee, at Licensee’s expense (including payment for University’s expert’s time, and other expenses so long as such expenses are properly documented), to enable Licensee to prosecute and maintain such Action. University’s agreement to assist Licensee includes, at Licensee’s reasonable request and when it is required by law, government regulation or court order, University’s agreement to join or to procure its Affiliates to join as a nominal party to achieve sufficient legal standing for Licensee to prosecute and maintain such Action provided that, if University participates in the Action only as a nominal party, University shall have no responsibility (other than to join as a nominal party) nor be liable for any costs or expenses in relation to or arising from such Action. For clarity, such liabilities for costs or expenses shall be the responsibility of Licensee. If Licensee invites University or its Affiliates to take a more active role (other than as a nominal party) in an Action as a co-party, University shall have its sole discretion to decide joining or not and on terms to be agreed with Licensee on a case by case basis. Licensee shall have the right to settle any Action or consent to an adverse judgment thereto, in its sole discretion, except that Licensee may not settle such action by agreeing to the invalidation of a Prospective Patent or any claim therein without University’s prior written consent. Any recovery obtained as a result of an Action, whether by judgment, award, decree or settlement, shall first be applied to reimbursement of Licensee’s expenses in bringing such suit or proceeding (including any attorneys, expert and court fees), and the balance shall be considered to be Net Sales Value, and subject to the royalty payments at [***]% as set forth in Clause 5, and the remaining balance shall be recovered by Licensee as damages. 9.3 Subject to Clause 9.2, if University commences or defends any suit or proceedings on its own account, University shall do so at its own expense. University shall have the right to settle any such action or consent to an adverse judgment thereto, in its sole discretion, except that University may not settle such action that may impair, damage or otherwise adversely affect the licence granted to Licensee under Clause 2.1, Licensee’s use of such licence, any Licensed Product, or any of Licensee’s rights/obligations hereunder, without Licensee’s prior written consent, which consent may not be unreasonably withheld or delayed. Any recovery obtained as a result of such action, whether by judgment, award, decree, or settlement, shall first be applied to reimbursement of University’s expenses in bringing such suit or proceeding (including expert, attorneys and court fees), and the balance shall be distributed between University and Licensee at a ratio of 65:35 in all cases which do not result in a sub-licence to a third party. If a suit or proceedings result in a sub-licence sub­licence to a third party, then any recovery, whether by judgment, award, decree, or settlement, shall first be applied to reimbursement of University’s expenses in bringing such suit or proceeding (including expert, attorneys and court fees), and the balance to be paid to Licensee, provided that such balance shall be shared between University and Licensee according to the provisions in Clause 5.3 herein.

Patent Infringement. 9.1 If either Party learns 16.1. In the event that Licensee shall learn of the substantial infringement of a Prospective Patentany patent {00055541.1 / 002795} licensed under this Agreement in the Licensed Field, Licensee shall notify Rutgers in any jurisdiction within the Territory, it writing and shall so inform the other Party in writing, including any provide Rutgers with reasonable evidence of such infringement. University may not Both parties to this Agreement agree that during the period and in a jurisdiction where Licensee has exclusive rights under this Agreement, neither will notify a third party of the infringement of a Prospective Patent, save for its legal advisersany of Rutgers’ Patent Rights in the Licensed Field, without first obtaining written consent of Licenseethe other Party, which consent shall not be unreasonably denied or delayeddenied, provided that for purposes of this Section, Licensee’s Sublicensees shall not be deemed to be “third parties” as that term used herein. Both Parties parties shall use their reasonable commercial diligent efforts in cooperation with each other to terminate such infringementinfringement without litigation. 9.2 16.2. Licensee shall have may request that Rutgers take legal action against the sole right, but not the obligation, to institute, prosecute and control any action, suit or proceeding to enforce the Prospective Patent with respect to infringement of the Prospective Rutgers’ Patent and to defend any declaratory judgment with respect thereto, in each case within the Territory (“Action”). University hereby agrees to assist and cooperate with Licensee, at Licensee’s expense (including payment for University’s expert’s time, and other expenses so long as such expenses are properly documented), to enable Licensee to prosecute and maintain such Action. University’s agreement to assist Licensee includes, at Licensee’s reasonable request and when it is required by law, government regulation or court order, University’s agreement to join or to procure its Affiliates to join as a nominal party to achieve sufficient legal standing for Licensee to prosecute and maintain such Action provided that, if University participates Rights in the Action only as a nominal party, University shall have no responsibility (other than to join as a nominal party) nor be liable for any costs or expenses in relation to or arising from such ActionLicensed Field. For clarity, such liabilities for costs or expenses Such request shall be the responsibility made in writing and shall include reasonable evidence of such infringement and damages to Licensee. If Licensee invites University or its Affiliates to take a more active role the infringing activity has not been abated within ninety (other than as a nominal party90) in an Action as a co-partydays following the effective date of such request, University shall have its sole discretion to decide joining or not and on terms to be agreed with Licensee on a case by case basis. Licensee Rutgers shall have the right to settle any Action commence suit on its own account or consent refuse to an adverse judgment theretocommence such suit. However, in its sole discretionthe event Rutgers elects to bring suit in accordance with this paragraph, except that Licensee may not settle thereafter join such suit at its own expense. Rutgers shall give notice of its election in writing to Licensee by the end of the one-hundredth (100th) day after receiving notice of such request from Licensee. However, Licensee may thereafter bring suit for patent infringement in its own name and if required for standing purposes in the name of Rutgers if and only if Rutgers refuses to commence suit and if the infringement occurred during the period and in a jurisdiction where Licensee had exclusive rights under this Agreement. However, in the event Licensee elects to bring suit in accordance with this paragraph, Rutgers may thereafter join such suit at its own expense. Such legal action as is decided upon shall be at the expense of the party on account of whom suit is brought. 16.3. Each party agrees to cooperate with the other in litigation proceedings instituted hereunder but at the expense of the party on account of whom suit is brought for out-of-pocket expenses. Such litigation shall be controlled by agreeing to the invalidation party bringing the suit. Each party may be represented by counsel of a Prospective Patent or any claim therein without University’s prior written consentits choice at its own expense. Any recovery obtained as a result of an Action, whether by judgment, award, decree or settlement, damages or settlement amounts derived from any such action shall first be applied to reimbursement of Licensee’s expenses in bringing such suit or proceeding (including any attorneys, expert and court fees), and reimburse each party for the balance shall be considered to be Net Sales Value, and subject to the royalty payments at [***]% as set forth in Clause 5, and the remaining balance shall be recovered by Licensee as damages. 9.3 Subject to Clause 9.2, if University commences or defends any suit or proceedings on its own account, University shall do so at its own expense. University shall have the right to settle any such action or consent to an adverse judgment thereto, in its sole discretion, except that University may not settle such action that may impair, damage or otherwise adversely affect the licence granted to Licensee under Clause 2.1, Licensee’s use of such licence, any Licensed Product, or any of Licensee’s rights/obligations hereunder, without Licensee’s prior written consent, which consent may not be unreasonably withheld or delayed. Any recovery obtained as a result total cost of such action, whether by judgment, award, decree, or settlement, with the remainder to be allocated among the parties as follows: the party bringing the action shall first be applied to reimbursement of University’s expenses in bringing such suit or proceeding (including expert, attorneys and court fees)receive from the other party, and the balance other party shall be distributed between University and Licensee at a ratio assign to the party bringing the action eighty percent (80%) of 65:35 in all cases which do not result in a sub-licence to a third party. If a suit or proceedings result in a sub-licence to a third party, then any recovery, whether by judgment, award, decree, or settlement, shall first be applied to reimbursement of University’s expenses in bringing such suit or proceeding (including expert, attorneys and court fees)remainder, and the balance to be paid to Licenseeother party shall receive from the party bringing the action, provided that and the party bringing the action shall assign twenty percent (20%) of such balance shall be shared between University and Licensee according remainder to the provisions in Clause 5.3 hereinother party.

Patent Infringement. 9.1 If either Party (a) In the event that UNIVERSITY (to the extent of the actual knowledge of the licensing professional responsible for the administration of this Invention) or LICENSEE learns of the infringement of a Prospective Patentpotential commercial significance of any patent licensed under this Agreement, in any jurisdiction within the Territory, it shall so inform knowledgeable party will provide the other Party in writing, including (i) with written notice of such infringement and (ii) with any evidence of such infringementinfringement available to it (the “Infringement Notice”). University may not During the period in which, and in the jurisdiction where, LICENSEE has exclusive rights under this Agreement, neither UNIVERSITY nor LICENSEE will notify a third party (including the infringer) of infringement or put such third party on notice of the infringement existence of a Prospective Patent, save for its legal advisers, any Patent Rights without first obtaining consent of the other. If LICENSEE notifies a third party of infringement or puts such third party on notice of the existence of any Patent Rights with respect to such infringement without first obtaining the written consent of LicenseeUNIVERSITY and UNIVERSITY is sued in declaratory judgment, which consent UNIVERSITY shall not be unreasonably denied or delayedhave the right to terminate this Agreement immediately without the obligation to provide [***] notice as set forth in Paragraph 7.1. Both Parties shall UNIVERSITY and LICENSEE will use their reasonable commercial diligent efforts in cooperation to cooperate with each other to terminate such infringementinfringement without litigation. 9.2 Licensee shall have (b) If infringing activity of potential commercial significance by the sole rightinfringer has not been abated within [***] following the date the Infringement Notice takes effect LICENSEE may institute suit for patent infringement against the infringer. UNIVERSITY may voluntarily join such suit at its own expense, but may not thereafter commence suit against the obligation, to institute, prosecute and control any action, infringer for the acts of infringement that are the subject of LICENSEE’s suit or proceeding to enforce the Prospective Patent with respect to infringement of the Prospective Patent and to defend any declaratory judgment with respect thereto, rendered in each case within the Territory (“Action”)that suit. University hereby agrees to assist and cooperate with Licensee, at Licensee’s expense (including payment for University’s expert’s time, and other expenses so long as such expenses are properly documented), to enable Licensee to prosecute and maintain such Action. University’s agreement to assist Licensee includes, at Licensee’s reasonable request and when it is required by law, government regulation or court order, University’s agreement to join or to procure its Affiliates to join as a nominal party to achieve sufficient legal standing for Licensee to prosecute and maintain such Action provided that, if University participates in the Action only as a nominal party, University shall have no responsibility (other than to join as a nominal party) nor be liable for any costs or expenses in relation to or arising from such Action. For clarity, such liabilities for costs or expenses shall be the responsibility of Licensee. If Licensee invites University or its Affiliates to take a more active role (other than as a nominal party) in an Action as a co-party, University shall have its sole discretion to decide joining or not and on terms to be agreed with Licensee on a case by case basis. Licensee shall have the right to settle any Action or consent to an adverse judgment thereto, in its sole discretion, except that Licensee LICENSEE may not settle such action join UNIVERSITY in a suit initiated by agreeing to the invalidation of a Prospective Patent or any claim therein LICENSEE without University’s UNIVERSITY’S prior written consent. If, in a suit initiated by LICENSEE, UNIVERSITY is involuntarily joined other than by LICENSEE, LICENSEE will pay any costs incurred by UNIVERSITY arising out of such suit, including but not limited to, any legal fees of counsel that UNIVERSITY selects and retains to represent it in the suit. (c) If, within [***] following the date the Infringement Notice takes effect, infringing activity of potential commercial significance by the infringer has not been abated and if LICENSEE has not brought suit against the infringer, UNIVERSITY may institute suit for patent infringement against the infringer. If UNIVERSITY institutes such suit, LICENSEE may not join such suit without UNIVERSITY’S consent and may not thereafter commence suit against the infringer for the acts of infringement that are the subject of UNIVERSITY’S suit or any judgment rendered in that suit. (d) Notwithstanding anything to the contrary in this Agreement, in the event that the infringement or potential infringement pertains to an issued patent included within the Patent Rights and written notice is given under any statute expediting litigation (e.g. the Drug Price Competition and Patent Term Restoration Act of 1984 and/or foreign counterparts of this Law) ("Act"), then the party in receipt of such notice under the Act (in the case of UNIVERSITY to the extent of the actual knowledge of the licensing officer responsible for the administration of this Agreement) shall provide the Infringement Notice to the other party promptly. If the time period is such that the LICENSEE will lose the right to pursue legal remedy for infringement by not notifying a third party or by not filing suit, the notification period and the time period to file suit will be accelerated to within [***] of the date of such notice under the Act to either party. (e) Any recovery obtained as a result of an Action, whether by judgment, award, decree or settlement, shall settlement received in connection with any suit will first be applied shared by UNIVERSITY and LICENSEE equally to reimbursement of Licensee’s expenses in bringing such suit or proceeding (including any attorneys, expert and court fees)cover the litigation costs each incurred, and the balance next shall be considered paid to UNIVERSITY or LICENSEE to cover any litigation costs it incurred in excess of the litigation costs of the other. In any suit initiated by LICENSEE, any recovery in excess of litigation costs will be Net Sales Valueshared between LICENSEE and UNIVERSITY as follows: (i) for any recovery other than amounts paid for willful infringement: (A) UNIVERSITY will receive [***] of the recovery if UNIVERSITY was not a party in the litigation and did not incur any litigation costs; (B) UNIVERSITY will receive [***] of the recovery if UNIVERSITY was a party in the litigation, but did not incur any litigation costs, including the provisions of Paragraph 5.2(b) above, or (C) UNIVERSITY will receive [***] of the recovery if UNIVERSITY incurred any litigation costs in connection with the litigation; and subject to (ii) for any recovery for willful infringement, UNIVERSITY will receive [***] of the royalty payments at recovery. In any suit initiated by UNIVERSITY, any recovery in excess of litigation costs will [***]% as set forth in Clause 5. UNIVERSITY and LICENSEE agree to be bound by all determinations of patent infringement, validity, and the remaining balance shall be recovered enforceability (but no other issue) resolved by Licensee as damagesany adjudicated judgment in a suit brought in compliance with this Section 5.2. 9.3 Subject to Clause 9.2, if University commences (f) Any agreement made by LICENSEE for purposes of settling litigation or defends any other dispute shall comply with the requirements of Section 2.2 (Sublicenses) of this Agreement. (g) Each party will cooperate with the other in litigation proceedings instituted hereunder but at the expense of the party who initiated the suit or (unless such suit is being jointly prosecuted by the parties). (h) Any litigation proceedings on its own account, University shall do so at its own expense. University shall have will be controlled by the right to settle any such action or consent to an adverse judgment thereto, in its sole discretionparty bringing the suit, except that University UNIVERSITY may not settle such action that may impair, damage or otherwise adversely affect the licence granted to Licensee under Clause 2.1, Licensee’s use be represented by counsel of such licence, its choice in any Licensed Product, or any of Licensee’s rights/obligations hereunder, without Licensee’s prior written consent, which consent may not be unreasonably withheld or delayed. Any recovery obtained as a result of such action, whether suit brought by judgment, award, decree, or settlement, shall first be applied to reimbursement of University’s expenses in bringing such suit or proceeding (including expert, attorneys and court fees), and the balance shall be distributed between University and Licensee at a ratio of 65:35 in all cases which do not result in a sub-licence to a third party. If a suit or proceedings result in a sub-licence to a third party, then any recovery, whether by judgment, award, decree, or settlement, shall first be applied to reimbursement of University’s expenses in bringing such suit or proceeding (including expert, attorneys and court fees), and the balance to be paid to Licensee, provided that such balance shall be shared between University and Licensee according to the provisions in Clause 5.3 hereinLICENSEE.

Patent Infringement. 9.1 10.1 If either Party learns of the any patent infringement of a Prospective Patent, in any jurisdiction within the Territory, it shall so inform the other Party in writing, including any evidence of such infringement. University may not notify action is brought by a third party against Licensee, its Affiliates, and/or its sublicensees because of actual or anticipated manufacture, use, offer to sell, or sale of the Licensed Subject Matter, Licensee shall promptly notify University and send University copies of all relevant court documents. Licensee, at its own expense, shall promptly defend against such infringement unless the third party infringement action is due to the actual or anticipated manufacture, use, import, or sale of a Prospective PatentTechnology and/ or Tangible Technical Materials by the University; in which case, save for University, at its legal advisersown expense, shall promptly defend against such infringement action, once notified by Licensee. Licensee shall cooperate with University in the litigation, at University's expense. University cannot settle the patent infringement action without first obtaining the express written consent of Licensee, which consent shall not be unreasonably denied or delayedwithheld. Both Parties Any recovery shall use their reasonable commercial efforts in cooperation with each other to terminate be received by University, unless Licensee defends such infringement. 9.2 . In all other cases, Licensee shall have the sole right to settle and compromise the patent infringement action, including the right to cross-license, and Licensee shall receive all recoveries. However, Licensee cannot settle the patent infringement action without the express written consent of University, which consent shall not be unreasonably withheld. 10.2 If University, when obligated to defend as stated above, fails to defend such infringement action after being notified by Licensee within ninety (90) days, Licensee shall have the right, but not the obligation, to institute, prosecute and control any action, suit defend the infringement action in its name or proceeding to enforce in the Prospective Patent with respect to infringement name of the Prospective Patent and to defend any declaratory judgment with respect thereto, in each case within the Territory (“Action”). University hereby agrees to assist and cooperate with Licenseeas it deems necessary or appropriate, at Licensee’s expense (including payment for University’s expert’s time's expense. Alternatively, if University fails to institute such infringement action, Licensee may consider this failure a breach of a material obligation of this Agreement and other expenses so long as may terminate. If Licensee does undertake such expenses are properly documented)a defense, to enable University shall cooperate with Licensee to prosecute and maintain such Action. University’s agreement to assist Licensee includesin the litigation, at Licensee’s 's expense. Any reasonable request costs and when it is required expenses incurred by lawLicensee, government regulation or court orderincluding settlement costs, University’s agreement to join or to procure its Affiliates to join as a nominal party to achieve sufficient legal standing for damages assessed against Licensee to prosecute and maintain such Action provided thatreasonable outside attorney fees, if University participates in the Action only as a nominal party, University shall have no responsibility (other than to join as a nominal party) nor be liable for any costs or expenses in relation to or arising from such Action. For clarity, such liabilities for costs or expenses shall be the responsibility of Licensee. If Licensee invites University or its Affiliates offset against royalty payments to take a more active role (other than as a nominal party) in an Action as a co-party, University shall have its sole discretion to decide joining or not and on terms to be agreed with Licensee on a case by case basisUniversity. Licensee shall have the right to settle the infringement action, including the right to enter into a cross license with the third party. Licensee shall notify University of its intent to settle in advance and Licensee shall consider all reasonable requests of the University related to the settlement. Licensee also shall receive all recoveries. Licensee shall also have the right to suspend royalty payments to University only in the country in which the litigation occurs during the pendency of the infringement suit. In the event judgment is rendered in favor of Licensee as to the non-infringement and/or invalidity of the third party patent, Licensee shall pay royalties for the suspended period within ninety (90) days of the judgment. 10.3 If Licensee is required in a country by final court order from which no appeal can be taken, to make changes in the Licensed Subject Matter or to obtain and pay a royalty under a license to a third party under any Action patent in order to make, have made, use or consent sell the Licensed Subject Matter in that country, Licensee's obligations in the country to an adverse judgment theretopay royalties to University shall be reduced by the amount of the cost to Licensee for the changes and/or additional royalties payable to the third party. However, in no event will the royalty due to University be reduced below [ * ]. 10.4 If, during the Term of this Agreement, either party becomes aware of any third party infringement or threatened infringement of any Patent Rights, the party having such knowledge shall promptly notify the other party. Licensee shall the obligation to bring suit in its sole discretionname, except that or in the name of University, if necessary, at Licensee's own expense, to restrain such infringement and to recover profits and damages. University agrees to being joined as a party plaintiff and to cooperation in the litigation as is reasonably necessary, at Licensee's expense. [ * ] = CERTAIN INFORMATION ON THIS PAGE HAS BEEN OMITTED AND FILED SEPARATELY WITH THE COMMISSION. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH RESPECT TO THE OMITTED PORTIONS. Licensee may not shall have the right to settle such action by agreeing to the invalidation of a Prospective Patent or any claim therein without with University’s 's prior written consent, which shall not be unreasonably withheld. Any recovery obtained Licensee shall receive all recoveries, unless University institutes the action as a result of an Actionprovided below. However, whether by judgment, award, decree or settlement, Licensee shall first be applied have the right to reimbursement of Licensee’s expenses in bringing such suit or proceeding (including any attorneys, expert and court fees), and the balance shall be considered to be Net Sales Value, and subject to the suspend royalty payments at [***]% as set forth to University only in Clause 5, the country in which the litigation occurs during the pendency of the infringement suit. In the event judgment is rendered in favor of University and the remaining balance shall be recovered by Licensee as damagesto infringement and/or validity of Patent Rights, Licensee shall pay royalties for the suspended period within ninety (90) days of the judgment. 9.3 Subject 10.5 If Licensee fails to Clause 9.2, if University commences or defends any suit or proceedings on its own accountinstitute such infringement action within ninety (90) days of notification, University shall do so at have the right, but not the obligation, to take action in its own name or in the name of Licensee as it deems necessary or appropriate, at University's expense. Licensee shall cooperate with University as is reasonably necessary in any such action brought by University. If University brings legal action, University shall have the right to settle any such action or consent to an adverse judgment thereto, in its sole discretion, except that University may not settle such action that may impair, damage or otherwise adversely affect the licence granted to Licensee under Clause 2.1, with Licensee’s use of such licence, any Licensed Product, or any of Licensee’s rights/obligations hereunder, without Licensee’s 's prior written consent, which consent may shall not be unreasonably withheld or delayed. Any recovery obtained as a result of such action, whether by judgment, award, decree, or settlement, shall first be applied to reimbursement of University’s expenses in bringing such suit or proceeding (including expert, attorneys and court fees)withheld, and University shall receive all recoveries. In the balance event a court of competent jurisdiction determines that one or more claims of Patent Rights are invalid or unenforceable, no further royalty payments shall be distributed between due University and by Licensee at for the affected Licensed Patent Products, unless the affected Licensed Patent Products are still encompassed by a ratio valid claim or claims of 65:35 in all cases which do not result in a sub-licence to a third party. If a suit or proceedings result in a sub-licence to a third party, then any recovery, whether by judgment, award, decree, or settlement, shall first be applied to reimbursement of University’s expenses in bringing such suit or proceeding (including expert, attorneys and court fees), and the balance to be paid to Licensee, provided that such balance shall be shared between University and Licensee according to the provisions in Clause 5.3 hereinPatent Rights.

Patent Infringement. 9.1 18.1 If either Party Licensee learns of the substantial infringement of a Prospective Patentany patent licensed under this Agreement, then Licensee shall call The Regents' attention thereto in any jurisdiction within the Territory, it shall so inform the other Party in writing, including any writing and provide The Regents with reasonable evidence of such infringementinfringement of which Licensee is aware. University may not Neither party will notify a third party of the infringement of a Prospective Patent, save for its legal advisers, any of Regents' Patent Rights without first obtaining written consent of Licenseethe other party, which consent shall will not be unreasonably denied or delayeddenied. Both Parties parties shall use their reasonable commercial best efforts in cooperation with each other to terminate such infringementinfringement without litigation. It is understood that nothing in this Article 18 shall obligate the Licensee to sublicense any third party. 9.2 18.2 Licensee shall have may request that The Regents take legal action against the sole right, but not the obligation, to institute, prosecute and control any action, suit or proceeding to enforce the Prospective Patent with respect to infringement of the Prospective Regents' Patent Rights. Such request must be in writing and must include reasonable evidence of infringement and damages to defend any declaratory judgment with respect thereto, in each case within the Territory (“Action”). University hereby agrees to assist and cooperate with Licensee, at Licensee’s expense (including payment for University’s expert’s time, and other expenses so long as such expenses are properly documented), to enable Licensee to prosecute and maintain such Action. University’s agreement to assist Licensee includes, at Licensee’s reasonable request and when it is required by law, government regulation or court order, University’s agreement to join or to procure its Affiliates to join as a nominal party to achieve sufficient legal standing for Licensee to prosecute and maintain such Action provided that, if University participates in the Action only as a nominal party, University shall have no responsibility (other than to join as a nominal party) nor be liable for any costs or expenses in relation to or arising from such Action. For clarity, such liabilities for costs or expenses shall be the responsibility of Licensee. If Licensee invites University or its Affiliates to take a more active role (other than as a nominal party) in an Action as a co-party, University shall have its sole discretion to decide joining or the infringing activity has not and on terms to be agreed with Licensee on a case by case basis. Licensee shall have the right to settle any Action or consent to an adverse judgment thereto, in its sole discretion, except that Licensee may not settle such action by agreeing to the invalidation of a Prospective Patent or any claim therein without University’s prior written consent. Any recovery obtained as a result of an Action, whether by judgment, award, decree or settlement, shall first be applied to reimbursement of Licensee’s expenses in bringing such suit or proceeding (including any attorneys, expert and court fees), and the balance shall be considered to be Net Sales Value, and subject to the royalty payments at abated within [*** Redacted] ([*** Redacted]% as set forth in Clause 5) [*** Redacted] following the effective date of request, and then The Regents has the remaining balance shall be recovered by Licensee as damages.right to: 9.3 Subject to Clause 9.2, if University commences or defends any 18.2.1 commence suit or proceedings on its own account; or 18.2.2 refuse to participate in the suit, University and The Regents shall do so give notice of its election in writing to Licensee by the end of the [*** Redacted] ([*** Redacted]) [*** Redacted] after receiving notice of written request from Licensee. Licensee may thereafter bring suit for patent infringement, at its own expense, if and only if The Regents elects not to commence suit, or does not respond to Licensee within such [*** Redacted] period, and if the infringement occurred during the period and in a jurisdiction and field of use where Licensee had exclusive rights under this Agreement apart from the license to the government hereunder. If, however, Licensee elects to bring suit in accordance with this Paragraph 19.2, then The Regents may thereafter join that suit at its own expense. University Licensee agrees not to bring suit for patent infringement without following the procedures of this Paragraph, and both parties agree to be bound by an order *** Confidential treatment requested pursuant to a request for confidential treatment filed with the Securities and Exchange Commission. Omitted portions have been filed separately with the Commission. of a court for patent infringement, patent infringement issues and patent infringement defenses raised through the pendency of such a suit under this Paragraph 19.2. 18.3 Legal action, as is decided on, will be at the expense of the party bringing suit and all damages recovered thereby will belong to the party bringing suit, but legal action brought jointly by The Regents and Licensee and fully participated in by both will be at the joint expense of the parties and all recoveries will be shared jointly by them in proportion to the share of expense paid by each party. If The Regents brings suit solely in their own name without participation by Licensee, then Licensee shall have the right option, up to settle any such action or consent [*** Redacted] ([*** Redacted]) [*** Redacted] after the filing of the suit, to an adverse judgment theretopay [*** Redacted] ([*** Redacted]) of The Regents' attorneys fees and all costs, including internal costs, directly related to the suit and share equally with The Regents' in The Regents' recoveries attributable to a period and jurisdiction in which Licensee's rights are exclusive. The Regents shall keep Licensee informed of its sole discretioninternal costs directly related to the suit and its accounting thereof from time to time as requested by Licensee. 18.4 Each party shall cooperate with the other (including participate, but only to the extent necessary) in litigation proceedings instituted hereunder at the expense of the party bringing suit. Litigation will be controlled by the party bringing the suit, except that University The Regents may not settle such action that may impair, damage or otherwise adversely affect the licence granted to Licensee under Clause 2.1, be represented by counsel of its choice in any suit brought by Licensee’s use of such licence, any Licensed Product, or any of Licensee’s rights/obligations hereunder, without Licensee’s prior written consent, which consent may not be unreasonably withheld or delayed. Any recovery obtained as a result of such action, whether by judgment, award, decree, or settlement, shall first be applied to reimbursement of University’s expenses in bringing such suit or proceeding (including expert, attorneys and court fees), and the balance shall be distributed between University and Licensee at a ratio of 65:35 in all cases which do not result in a sub-licence to a third party. If a suit or proceedings result in a sub-licence to a third party, then any recovery, whether by judgment, award, decree, or settlement, shall first be applied to reimbursement of University’s expenses in bringing such suit or proceeding (including expert, attorneys and court fees), and the balance to be paid to Licensee, provided that such balance shall be shared between University and Licensee according to the provisions in Clause 5.3 herein.

Patent Infringement. 9.1 (a) If either Party LICENSEE learns of the any substantial infringement of a Prospective PatentPatent Rights, in any jurisdiction within the Territory, it LICENSEE shall so inform the other Party in writing, including any MRC and provide the MRC with reasonable evidence of such the infringement. University may not Neither party shall notify a third party of the infringement of a Prospective Patent, save for its legal advisers, Patent Rights without first obtaining written the consent of Licensee, which consent shall not be unreasonably denied or delayedthe other party. Both Parties parties shall use their reasonable commercial efforts in and cooperation with each other to terminate such infringementinfringement without litigation. 9.2 Licensee shall have (b) LICENSEE may request the sole right, but not MRC to take legal action against such third party for the obligation, to institute, prosecute and control any action, suit or proceeding to enforce the Prospective Patent with respect to infringement of Patent Rights. Such request shall be made in writing and shall include reasonable evidence of such infringement and damages to LICENSEE. If the Prospective Patent and to defend any declaratory judgment with respect theretoinfringing activity has not abated ninety (90) days following LICENSEE’s request, in each case within the Territory (“Action”). University hereby agrees to assist and cooperate with Licensee, at Licensee’s expense (including payment for University’s expert’s time, and other expenses so long as such expenses are properly documented), to enable Licensee to prosecute and maintain such Action. University’s agreement to assist Licensee includes, at Licensee’s reasonable request and when it is required by law, government regulation or court order, University’s agreement to join or to procure its Affiliates to join as a nominal party to achieve sufficient legal standing for Licensee to prosecute and maintain such Action provided that, if University participates in the Action only as a nominal party, University MRC shall have no responsibility (other than to join as a nominal party) nor be liable for any costs or expenses in relation elect to or arising from such Action. For clarity, such liabilities for costs or expenses shall be the responsibility of Licensee. If Licensee invites University or its Affiliates not to take a more active role (other than as a nominal party) in an Action as a co-party, University shall have its sole discretion to decide joining or not and on terms to be agreed with Licensee on a case by case basis. Licensee shall have the right to settle any Action or consent to an adverse judgment thereto, in its sole discretion, except that Licensee may not settle such action by agreeing to the invalidation of a Prospective Patent or any claim therein without University’s prior written consent. Any recovery obtained as a result of an Action, whether by judgment, award, decree or settlement, shall first be applied to reimbursement of Licensee’s expenses in bringing such commence suit or proceeding (including any attorneys, expert and court fees), and the balance shall be considered to be Net Sales Value, and subject to the royalty payments at [***]% as set forth in Clause 5, and the remaining balance shall be recovered by Licensee as damages. 9.3 Subject to Clause 9.2, if University commences or defends any suit or proceedings on its own account, University . The MRC shall do so give notice of its election in writing to LICENSEE by the end of the one-hundredth (100th) day after receiving notice of such request from LICENSEE. LICENSEE may thereafter bring suit for patent infringement at its own expense, if and only if the MRC elects not to commence suit and the infringement occurred in a jurisdiction where LICENSEE has an exclusive license under this Agreement. University If LICENSEE elects to bring suit, the MRC may join that suit at its own expense. (c) Recoveries from actions brought pursuant to Paragraph 5.2(b) shall have belong to the right party bringing suit. Legal actions brought jointly by the MRC and LICENSEE and fully participated in by both shall be at the joint expense of the parties and all recoveries shall be shared jointly by them in proportion to settle any such action or consent to an adverse judgment thereto, the share of expense paid by each party. (d) Each party shall cooperate with the other in its sole discretionlitigation proceedings at the expense of the party bringing suit. Litigation shall be controlled by the party bringing the suit, except that University the MRC may not settle such action that may impair, damage or otherwise adversely affect the licence granted to Licensee under Clause 2.1, Licensee’s use be represented by counsel of such licence, its choice in any Licensed Product, or any of Licensee’s rights/obligations hereunder, without Licensee’s prior written consent, which consent may not be unreasonably withheld or delayed. Any recovery obtained as a result of such action, whether suit brought by judgment, award, decree, or settlement, shall first be applied to reimbursement of University’s expenses in bringing such suit or proceeding (including expert, attorneys and court fees), and the balance shall be distributed between University and Licensee at a ratio of 65:35 in all cases which do not result in a sub-licence to a third party. If a suit or proceedings result in a sub-licence to a third party, then any recovery, whether by judgment, award, decree, or settlement, shall first be applied to reimbursement of University’s expenses in bringing such suit or proceeding (including expert, attorneys and court fees), and the balance to be paid to Licensee, provided that such balance shall be shared between University and Licensee according to the provisions in Clause 5.3 hereinLICENSEE.

Patent Infringement. 9.1 If (a) In the event that either Party learns party becomes aware that any third party is infringing any patents included within the Patents in any country or countries, the party becoming Xxxxxxx-Medisorb Page 8 License Agreement aware of such infringement shall promptly give notice of such infringement to the other party. Any possible action against such alleged infringement of the infringement Patents will be carried out by either or both of the parties in accordance with the provisions specified hereinafter in paragraphs (b), (c), (d) and (e). (b) Whenever it would concern a Prospective Patent, in any jurisdiction patent or patent application falling within the Territorydefinition of Patents and of which Medisorb retains full title and ownership pursuant to Article 5 a), it Medisorb shall so inform use all reasonable efforts to take action against such infringement in its own name, at its own expense and on its own behalf. If Medisorb fails to take action against such infringement, or if Medisorb does not use reasonable efforts in carrying out such action after commencement thereof, within thirty (30) days after the other Party notice referred to in writing, including any evidence paragraph (a) above or after having become aware of such infringement. University may not notify a third party of the infringement of a Prospective Patent, save for its legal advisers, without first obtaining written consent of Licensee, which consent shall not be unreasonably denied or delayed. Both Parties shall use their reasonable commercial efforts in cooperation with each other to terminate such infringement. 9.2 Licensee shall have the sole right, but not the obligation, to institute, prosecute and control any action, suit or proceeding to enforce the Prospective Patent with respect to infringement of the Prospective Patent and to defend any declaratory judgment with respect thereto, in each case within the Territory (“Action”). University hereby agrees to assist and cooperate with Licensee, at Licensee’s expense (including payment for University’s expert’s time, and other expenses so long as such expenses are properly documented), to enable Licensee to prosecute and maintain such Action. University’s agreement to assist Licensee includes, at Licensee’s reasonable request and when it is required by law, government regulation or court order, University’s agreement to join or to procure its Affiliates to join as a nominal party to achieve sufficient legal standing for Licensee to prosecute and maintain such Action provided that, if University participates in the Action only as a nominal party, University shall have no responsibility (other than to join as a nominal party) nor be liable for any costs or expenses in relation to or arising from such Action. For clarity, such liabilities for costs or expenses Xxxxxxx shall be the responsibility of Licensee. If Licensee invites University or its Affiliates to take a more active role (other than as a nominal party) in an Action as a co-party, University shall have its sole discretion to decide joining or not and on terms to be agreed with Licensee on a case by case basis. Licensee shall have the right to settle any Action or consent to an adverse judgment thereto, in its sole discretion, except that Licensee may not settle such action by agreeing to the invalidation of a Prospective Patent or any claim therein without University’s prior written consent. Any recovery obtained as a result of an Action, whether by judgment, award, decree or settlement, shall first be applied to reimbursement of Licensee’s expenses in bringing such suit or proceeding (including any attorneys, expert and court fees), and the balance shall be considered to be Net Sales Value, and subject to the royalty payments entitled at [***]% as set forth in Clause 5, and the remaining balance shall be recovered by Licensee as damages. 9.3 Subject to Clause 9.2, if University commences or defends any suit or proceedings on its own account, University shall do so discretion and at its own expense. University shall have the right , to settle any take immediate action against such action or consent to an adverse judgment thereto, infringement in its sole discretionown name, except that University at its own expense and on its own behalf. If Xxxxxxx commences or assumes such action, Xxxxxxx may not settle credit up to fifty percent (50%) of any royalty otherwise due to Medisorb for sales in such action that may impair, damage country or otherwise adversely affect countries against the licence granted to Licensee under Clause 2.1, Licensee’s use amount of the expenses and costs of such licenceaction, any Licensed Productincluding without limitation, or any attorney fees actually incurred by Xxxxxxx. The amount of Licensee’s rights/obligations hereunderexpenses so deducted shall be paid to Medisorb out of the recoveries, without Licensee’s prior written consentif any, which consent may not be unreasonably withheld or delayed. Any recovery obtained received by Xxxxxxx as a result of such action. Except for such repayment of royalties deducted, whether by judgmentXxxxxxx shall be entitled to retain all recoveries therefrom. In no event shall Medisorb settle with such infringing third party in the Field without the prior written consent of Xxxxxxx. (c) Whenever it would concern a patent or patent application falling within the definition of Patents and of which Xxxxxxx retains full title and ownership pursuant to Article 5 B), awardXxxxxxx shall have the right but not the obligation to take action against such infringement in its own name, decreeat its own cost and on its own behalf. If Xxxxxxx fails to take action against such infringement, or settlementif Xxxxxxx does not use reasonable efforts in carrying out such action after commencement thereof, within thirty (30) days after the notice referred to in paragraph (a) above or after having become aware of such infringement, Medisorb shall first be applied entitled at its own discretion and at its own expense, to reimbursement take action against such infringement. Medisorb shall be entitled to retain all recoveries, if any, therefrom. (d) Whenever it would concern a patent or patent application falling within the definition of University’s expenses in bringing such suit or proceeding Patents and of which Xxxxxxx and Medisorb jointly retain full title and ownership pursuant to Article 5 (including expert, attorneys and court feesc), and whenever in such case the balance infringing product would be a drug product falling within the definition of the Field, Xxxxxxx shall have the right but not the obligation to take action against such infringement in its own name, at its own cost and on its own behalf. If Xxxxxxx fails to take action against such infringement, or if Xxxxxxx does not use reasonable efforts in carrying out such action after commencement thereof, within thirty (30) days after the notice referred to in paragraph (a) above or after having become aware of such infringement, Medisorb shall be distributed between University entitled at its own discretion and Licensee at its own expense, to take action against such Xxxxxxx-Medisorb Page 9 License Agreement infringement, it being understood that Xxxxxxx will have a ratio continuing right to take over any such action at its own expense and shall pay to Medisorb from any recoveries Xxxxxxx receives (i) Medisorb's expenses and (ii) from any sums remaining after deduction of 65:35 in all cases which do not result in a sub-licence Medisorb's and Xxxxxxx'x expenses, an amount proportionate to a third party. If a suit or proceedings result in a sub-licence to a third party, then any recovery, whether by judgment, award, decree, or settlement, shall first be applied to reimbursement of University’s Medisorb's expenses in bringing such suit relation to Xxxxxxx'x expenses. Whenever it would concern a patent or proceeding patent application falling within the definition of Patents and of which Xxxxxxx and Medisorb jointly retain full title and ownership pursuant to Article 5 (including expert, attorneys and court feesc), and whenever in such case the balance infringing product would be a drug product falling outside the definition of the Field, Medisorb shall have the right but not the obligation to take action against such infringement in its own name, at its own cost and on its own behalf. If Medisorb fails to take action against such infringement, or if Medisorb does not use reasonable efforts in carrying out such action after commencement thereof, within thirty (30) days after the notice referred to in paragraph (a) above or after having become aware of such infringement, Xxxxxxx shall be entitled at its own discretion and at its own expense, to take action against such infringement, it being understood that Medisorb will have a continuing right to take over any such action at its own expense. If Xxxxxxx commences or assumes such action, Xxxxxxx may credit up to fifty percent (50%) of any royalty otherwise payable to Medisorb payable hereunder against the amount of the expenses and costs of such action, including without limitation, attorney fees actually incurred by Xxxxxxx. The amount of expenses so deducted shall be paid to LicenseeMedisorb out of the recoveries, provided that if any, received by Xxxxxxx as a result of such balance action. Except for such repayment of royalties deducted, Xxxxxxx shall be shared between University and Licensee according entitled to retain all recoveries therefrom. (e) Each party agrees to cooperate reasonably with the other party in such litigation, including making available to the provisions in Clause 5.3 hereinother party records, information, and evidence relevant to the infringement of the Patent.

Patent Infringement. 9.1 If either Party 22.1 In the event that The Regents (to the extent of the actual knowledge of the licensing professional responsible for the administration of this Agreement) or the Licensee learns of the infringement of a Prospective Patentpotential commercial significance of any patent licensed under this Agreement, in any jurisdiction within the Territory, it shall so inform knowledgeable party will provide the other Party in writing, including (i) with written notice of such infringement and (ii) with any evidence of such infringementinfringement available to it (the “Infringement Notice”). University may not During the period in which, and in the jurisdiction where, the Licensee has exclusive rights under this Agreement, neither The Regents nor the Licensee will notify a third party possible infringer of infringement or put such infringer on notice of the infringement existence of a Prospective Patent, save for its legal advisers, any Patent Rights without first obtaining consent of the other. If the Licensee puts such infringer on notice of the existence of any Patent Rights with respect to such infringement without first obtaining the written consent of The Regents and if a declaratory judgment action is filed by such infringer against The Regents, then Licensee, which consent shall not be unreasonably denied or delayed’s right to initiate a suit against such infringer for infringement under Paragraph 22.2 below will terminate immediately without the obligation of The Regents to provide notice to the Licensee. Both Parties shall The Regents and the Licensee will use their reasonable commercial diligent efforts in cooperation to cooperate with each other to terminate such infringementinfringement without litigation. 9.2 22.2 If infringing activity of potential commercial significance by the infringer has not been abated within [**] days following the date the Infringement Notice takes effect, then the Licensee shall have may institute suit for patent infringement against the sole rightinfringer. The Regents may join such suit at its own expense, but may not otherwise commence suit against the obligation, to institute, prosecute and control any action, infringer for the acts of infringement that are the subject of the Licensee’s suit or proceeding to enforce the Prospective Patent with respect to infringement of the Prospective Patent and to defend any declaratory judgment with respect thereto, rendered in each case within the Territory (“Action”)that suit. University hereby agrees to assist and cooperate with Licensee, at Licensee’s expense (including payment for University’s expert’s time, and other expenses so long as such expenses are properly documented), to enable Licensee to prosecute and maintain such Action. University’s agreement to assist Licensee includes, at Licensee’s reasonable request and when it is required by law, government regulation or court order, University’s agreement to join or to procure its Affiliates to join as a nominal party to achieve sufficient legal standing for Licensee to prosecute and maintain such Action provided that, if University participates in the Action only as a nominal party, University shall have no responsibility (other than to join as a nominal party) nor be liable for any costs or expenses in relation to or arising from such Action. For clarity, such liabilities for costs or expenses shall be the responsibility of Licensee. If Licensee invites University or its Affiliates to take a more active role (other than as a nominal party) in an Action as a co-party, University shall have its sole discretion to decide joining or not and on terms to be agreed with Licensee on a case by case basis. Licensee shall have the right to settle any Action or consent to an adverse judgment thereto, in its sole discretion, except that The Licensee may not settle such action join The Regents as a party in a suit initiated by agreeing to the invalidation of a Prospective Patent or any claim therein Licensee without University’s The Regents’ prior written consent. Any recovery obtained as If The Regents joins any suit at the request of the Licensee, then the Licensee will pay any costs incurred by The Regents arising out of such suit, including but not limited to, any legal fees of counsel that The Regents selects and retains to represent it in the suit. 22.3 If, within a result of an Action, whether by judgment, award, decree or settlement, shall first be applied to reimbursement of Licensee’s expenses in bringing such suit or proceeding (including any attorneys, expert and court fees), and the balance shall be considered to be Net Sales Value, and subject to the royalty payments at [***]% as set forth ] days following the date the Infringement Notice takes effect, infringing activity of potential commercial significance by the infringer has not been abated and if the Licensee has not brought suit against the infringer, then The Regents may institute suit for patent infringement against the infringer. If The Regents institutes such suit, then the Licensee may not join such suit without The Regents’ consent and may not thereafter commence suit against the infringer for the acts of infringement that are the subject of The Regents’ suit or any judgment rendered in Clause 5, and the remaining balance shall be recovered by Licensee as damagesthat suit. 9.3 Subject 22.4 Notwithstanding anything to Clause 9.2the contrary in this Agreement, if University commences in the event that the infringement or defends any suit or proceedings on its own accountpotential infringement pertains to an issued patent included within the Patent Rights and written notice is given under the Drug Price Competition and Patent Term Restoration Act of 1984 (and/or foreign counterparts of this Law), University then the party in receipt of such notice under the Act (in the case of The Regents to the extent of the actual knowledge of the licensing officer responsible for the administration of this Agreement) shall do so at its own expenseprovide the Infringement Notice to the other party promptly. University shall have If the time period is such that the Licensee will lose the right to settle pursue legal remedy for infringement by not notifying a third party or by not filing suit, the notification period and the time period to file suit will be accelerated to within [**] days of the date of such notice under the Act to either party. 22.5 Any recovery or settlement received in connection with any suit will first be shared by The Regents and the Licensee equally to cover any litigation costs each incurred and next shall be paid to The Regents or the Licensee to cover any litigation costs it incurred in excess of the litigation costs of the other. In any suit initiated by the Licensee, any recovery in excess of litigation costs will be shared between Licensee and The Regents as follows: (a) for any recovery other than amounts paid for willful infringement: (i) The Regents will receive [**] of the recovery if The Regents was not a party in the litigation and did not incur any litigation costs, (ii) The Regents will receive [**] of the recovery if The Regents was a party in the litigation whether joined as a party under the provisions of Paragraph 22.2 or otherwise, but The Regents did not incur any litigation costs, and (iii) The Regents will receive [**] of the recovery if The Regents incurred any litigation costs in connection with the litigation; and (b) for any recovery for willful infringement, The Regents will receive [**] of the recovery. In any suit initiated by The Regents, any recovery in excess of litigation costs will belong to The Regents. The Regents and the Licensee agree to be bound by all determinations of patent infringement, validity and enforceability (but no other issue) resolved by any adjudicated judgment in a suit brought in compliance with this Article 22 (Patent Infringement). 22.6 Any agreement made by the Licensee for purposes of settling litigation or other dispute shall comply with the requirements of Article 3 (Sublicenses) of this Agreement. 22.7 Each party will cooperate with the other in litigation proceedings instituted hereunder but at the expense of the party who initiated the suit (unless such action or consent to an adverse judgment thereto, in its sole discretionsuit is being jointly prosecuted by the parties). 22.8 Any litigation proceedings will be controlled by the party bringing the suit, except that University The Regents may not settle such action that may impair, damage or otherwise adversely affect be represented by counsel of its choice in any suit brought by the licence granted to Licensee under Clause 2.1, Licensee’s use of such licence, any Licensed Product, or any of Licensee’s rights/obligations hereunder, without Licensee’s prior written consent, which consent may not be unreasonably withheld or delayed. Any recovery obtained as a result of such action, whether by judgment, award, decree, or settlement, shall first be applied to reimbursement of University’s expenses in bringing such suit or proceeding (including expert, attorneys and court fees), and the balance shall be distributed between University and Licensee at a ratio of 65:35 in all cases which do not result in a sub-licence to a third party. If a suit or proceedings result in a sub-licence to a third party, then any recovery, whether by judgment, award, decree, or settlement, shall first be applied to reimbursement of University’s expenses in bringing such suit or proceeding (including expert, attorneys and court fees), and the balance to be paid to Licensee, provided that such balance shall be shared between University and Licensee according to the provisions in Clause 5.3 herein.

Patent Infringement. 9.1 19.1 If either Party Licensee learns of the substantial infringement of a Prospective Patentany patent licensed under this Agreement, then Licensee shall call The Regents’ attention thereto in any jurisdiction within the Territory, it shall so inform the other Party in writing, including any writing and provide The Regents with reasonable evidence of such infringement. University may not Neither party will notify a third party of the infringement of a Prospective Patent, save for its legal advisers, any of Patent Rights without first obtaining written consent of Licenseethe other party, which consent shall will not be unreasonably denied or delayeddenied. Both Parties parties shall use their reasonable commercial best efforts in cooperation with each other to terminate such infringementinfringement without litigation. 9.2 19.2 Licensee shall have may request that The Regents take legal action against the sole right, but not the obligation, to institute, prosecute and control any action, suit or proceeding to enforce the Prospective Patent with respect to infringement of the Prospective Patent Rights. Such request must be in writing and must include reasonable evidence of infringement and damages to defend any declaratory judgment with respect thereto, in each case within the Territory (“Action”). University hereby agrees to assist and cooperate with Licensee, at Licensee’s expense (including payment for University’s expert’s time, and other expenses so long as such expenses are properly documented), to enable Licensee to prosecute and maintain such Action. University’s agreement to assist Licensee includes, at Licensee’s reasonable request and when it is required by law, government regulation or court order, University’s agreement to join or to procure its Affiliates to join as a nominal party to achieve sufficient legal standing for Licensee to prosecute and maintain such Action provided that, if University participates in the Action only as a nominal party, University shall have no responsibility (other than to join as a nominal party) nor be liable for any costs or expenses in relation to or arising from such Action. For clarity, such liabilities for costs or expenses shall be the responsibility of Licensee. If Licensee invites University or its Affiliates to take a more active role the infringing activity has not abated within ninety (other than as a nominal party90) in an Action as a co-partydays following the effective date of request, University shall have its sole discretion to decide joining or not and on terms to be agreed with Licensee on a case by case basis. Licensee shall have then The Regents has the right to settle any Action or consent to an adverse judgment thereto, in its sole discretion, except that Licensee may not settle such action by agreeing to the invalidation of a Prospective Patent or any claim therein without University’s prior written consent. Any recovery obtained as a result of an Action, whether by judgment, award, decree or settlement, shall first be applied to reimbursement of Licensee’s expenses in bringing such to: 19.2.1 commence suit or proceeding (including any attorneys, expert and court fees), and the balance shall be considered to be Net Sales Value, and subject to the royalty payments at [***]% as set forth in Clause 5, and the remaining balance shall be recovered by Licensee as damages. 9.3 Subject to Clause 9.2, if University commences or defends any suit or proceedings on its own account; or 19.2.2 refuse to participate in the suit, University and The Regents shall do so give notice of its election in writing to Licensee by the end of the one-hundredth (100th) day after receiving notice of written request from Licensee. Licensee may thereafter bring suit for patent infringement, at its own expense, if and only if The Regents elects not to commence suit and if the infringement occurred during the period and in a jurisdiction where Licensee had exclusive rights under this Agreement. If, however, Licensee elects to bring suit in accordance with this Paragraph 19.2, then The Regents may thereafter join that suit at its own expense. University Licensee agrees not to bring suit for patent infringement without following the procedures of this Paragraph 19.2, and both parties agree to be bound by an order of a court for patent infringement, patent infringement issues and patent infringement defenses raised through the pendency of such a suit under this Paragraph 19.2. 19.3 Legal action, as is decided on, will be at the expense of the party bringing suit and all damages recovered thereby will belong to the party bringing suit, but legal action brought jointly by The Regents and Licensee and fully participated in by both will be at the joint expense of the parties and all recoveries will be shared jointly by them in proportion to the share of expense paid by each party. 19.4 Each party shall have cooperate with the right to settle any such action or consent to an adverse judgment thereto, other in its sole discretionlitigation proceedings instituted hereunder but at the expense of the party bringing suit. Litigation will be controlled by the party bringing the suit, except that University The Regents may not settle such action that may impair, damage or otherwise adversely affect the licence granted to Licensee under Clause 2.1, be represented by counsel of its choice in any suit brought by Licensee’s use of such licence, any Licensed Product, or any of Licensee’s rights/obligations hereunder, without Licensee’s prior written consent, which consent may not be unreasonably withheld or delayed. Any recovery obtained as a result of such action, whether by judgment, award, decree, or settlement, shall first be applied to reimbursement of University’s expenses in bringing such suit or proceeding (including expert, attorneys and court fees), and the balance shall be distributed between University and Licensee at a ratio of 65:35 in all cases which do not result in a sub-licence to a third party. If a suit or proceedings result in a sub-licence to a third party, then any recovery, whether by judgment, award, decree, or settlement, shall first be applied to reimbursement of University’s expenses in bringing such suit or proceeding (including expert, attorneys and court fees), and the balance to be paid to Licensee, provided that such balance shall be shared between University and Licensee according to the provisions in Clause 5.3 herein.

Patent Infringement. 9.1 If either Party 18.1 With respect to Licensed Patent Rights licensed exclusively: 18.1.1 In the event that The Regents (to the extent of the actual knowledge of the licensing professional responsible for the administration of this Agreement) or Licensee learns of the infringement of a Prospective Patentpotential commercial significance of any patent licensed under this Agreement, in any jurisdiction within the Territory, it shall so inform knowledgeable party will provide the other Party in writing, including (i) with written notice of such infringement and (ii) with any evidence of such infringementinfringement available to it (the “Infringement Notice”). University may not During the period in which, and in the jurisdiction where, Licensee has exclusive rights under this Agreement, neither The Regents nor Licensee will notify a third party possible infringer of infringement or put such infringer on notice of the infringement existence of a Prospective Patent, save for its legal advisers, any Licensed Patent Rights without first obtaining consent of the other. If Licensee puts such infringer on notice of the existence of any Licensed Patent Rights with respect to such infringement without first obtaining the written consent of The Regents and if a declaratory judgment action is filed by such infringer against The Regents, then Licensee, which consent shall not be unreasonably denied or delayed’s right to initiate a suit against such infringer for infringement under Paragraph 18.1.2 below will terminate immediately without the obligation of The Regents to provide notice to Licensee. Both Parties shall The Regents and Licensee will use their reasonable commercial diligent efforts in cooperation to cooperate with each other to terminate such infringementinfringement without litigation. 9.2 18.1.2 If infringing activity of potential commercial significance by the infringer has not been abated within ninety (90) days following the date the Infringement Notice takes effect, Licensee shall have may institute suit for patent infringement against the sole rightinfringer. The Regents may voluntarily join such suit at its own expense, but may not thereafter commence suit against the obligation, to institute, prosecute and control any action, infringer for the acts of infringement that are the subject of Licensee’s suit or proceeding to enforce the Prospective Patent with respect to infringement of the Prospective Patent and to defend any declaratory judgment with respect thereto, rendered in each case within the Territory (“Action”)that suit. University hereby agrees to assist and cooperate with Licensee, at Licensee’s expense (including payment for University’s expert’s time, and other expenses so long as such expenses are properly documented), to enable Licensee to prosecute and maintain such Action. University’s agreement to assist Licensee includes, at Licensee’s reasonable request and when it is required by law, government regulation or court order, University’s agreement to join or to procure its Affiliates to join as a nominal party to achieve sufficient legal standing for Licensee to prosecute and maintain such Action provided that, if University participates in the Action only as a nominal party, University shall have no responsibility (other than to join as a nominal party) nor be liable for any costs or expenses in relation to or arising from such Action. For clarity, such liabilities for costs or expenses shall be the responsibility of Licensee. If Licensee invites University or its Affiliates to take a more active role (other than as a nominal party) in an Action as a co-party, University shall have its sole discretion to decide joining or not and on terms to be agreed with Licensee on a case by case basis. Licensee shall have the right to settle any Action or consent to an adverse judgment thereto, in its sole discretion, except that Licensee may not settle such action join The Regents as a party in a suit initiated by agreeing to the invalidation of a Prospective Patent or any claim therein Licensee without University’s The Regents’ prior written consent. If, in a suit initiated by Licensee, The Regents is involuntarily joined other than by Licensee, Licensee will pay any costs incurred by The Regents arising out of such suit, including but not limited to, any legal fees of counsel that The Regents selects and retains to represent it in the suit. 18.1.3 If, within one hundred and eighty (180) days following the date the Infringement Notice takes effect, infringing activity of potential commercial significance by the infringer has not been abated and if Licensee has not brought suit against the infringer, The Regents may institute suit for patent infringement against the infringer. If The Regents institutes such suit, Licensee may not join such suit without The Regents’ consent and may not thereafter commence suit against the infringer for the acts of infringement that are the subject of The Regents’ suit or any judgment rendered in that suit. The Regents will, before bringing any such suit, confer with Licensee and consider the Licensee’s views as to whether the suit should be brought, but the decision to bring the suit shall be in The Regents’ sole discretion. 18.1.4 Any recovery obtained or settlement received in connection with any suit will first be shared by The Regents and Licensee equally to cover the litigation costs each incurred, and next shall be paid to The Regents or Licensee to cover any litigation costs it incurred in excess of the litigation costs of the other. In any suit initiated by Licensee, any recovery in excess of litigation costs will be shared between Licensee and The Regents as follows: (a) for any recovery other than amounts paid for willful infringement: (i) on a suit brought by the Licensee The Regents will receive fifteen percent (15%) of the recovery if The Regents was not a party in the litigation and did not incur any litigation costs that were not reimbursed by Licensee, (ii) The Regents will receive twenty-five percent (25%) of the recovery if The Regents was a party in the litigation whether joined as a result party under the provisions of Paragraph 18.1.2 or otherwise, but did not incur any litigation costs that were not reimbursed by Licensee, and (iii) if The Regents incurred any significant litigation costs in connection with the litigation not reimbursed by Licensee in due course on an Actionongoing basis, whether The Regents will receive thirty five percent (35%) of the recovery; and, (b) for any recovery for willful infringement, The Regents will receive fifty percent (50%) of the recovery. To be clear, it is understood and agreed that the “recovery” referred to in (a) and (b) of the foregoing sentence is that portion of the recovery that remains after both parties’ litigation costs have been paid back out of the total amount recovered on the suit. In any suit initiated by judgmentThe Regents, awardany recovery in excess of litigation costs will belong to The Regents. The Regents and Licensee agree to be bound by all determinations of patent infringement, decree validity, and enforceability (but no other issue) resolved by any adjudicated judgment in a suit brought in compliance with this Article 18 (Patent Infringement). 18.1.5 Any agreement made by Licensee for purposes of settling litigation or settlement, other dispute will comply with the requirements of Article 3 (Sublicenses) of this Agreement. In no event shall first be applied to reimbursement Licensee admit liability or wrongdoing on behalf of Licensee’s expenses The Regents without The Regents’ prior written consent. 18.1.6 Each party will cooperate with the other in bringing litigation proceedings instituted hereunder but at the expense of the party who initiated the suit (unless such suit or proceeding (including any attorneys, expert and court feesis being jointly prosecuted by the parties), and the balance shall be considered to be Net Sales Value, and subject to the royalty payments at [***]% as set forth in Clause 5, and the remaining balance shall be recovered by Licensee as damages. 9.3 Subject to Clause 9.2, if University commences or defends any suit or 18.1.7 Any litigation proceedings on its own account, University shall do so at its own expense. University shall have will be controlled by the right to settle any such action or consent to an adverse judgment thereto, in its sole discretionparty bringing the suit, except that University The Regents may not settle such action that be represented by counsel of its choice in any suit brought by Licensee. In no event may impair, damage Licensee admit liability or otherwise adversely affect the licence granted to Licensee under Clause 2.1, Licensee’s use wrongdoing on behalf of such licence, any Licensed Product, or any of Licensee’s rights/obligations hereunder, The Regents without Licensee’s The Regents’ prior written consent, which consent may not be unreasonably withheld or delayed. Any recovery obtained as a result of such action, whether by judgment, award, decree, or settlement, shall first be applied . 18.2 With respect to reimbursement of University’s expenses in bringing such suit or proceeding (including expert, attorneys and court fees), and the balance shall be distributed between University and Licensee at a ratio of 65:35 in all cases which do not result in a subany Licensed Patent Rights licensed non-licence to a third party. If a suit or proceedings result in a sub-licence to a third party, then any recovery, whether by judgment, award, decree, or settlement, shall first be applied to reimbursement of University’s expenses in bringing such suit or proceeding (including expert, attorneys and court fees), and the balance to be paid to Licensee, provided that such balance shall be shared between University and Licensee according to the provisions in Clause 5.3 herein.exclusively:

Patent Infringement. 9.1 17.1. If either Party Licensee learns of the substantial infringement of a Prospective Patentany of Licensed Patents, in any jurisdiction within the Territory, it Licensee shall so inform the other Party Berkeley Lab in writing, including any writing and shall provide Berkeley Lab with reasonable evidence of such the infringement. University During the period and in a jurisdiction where Licensee has exclusive rights under this Agreement, neither party may not notify a third party of the infringement of a Prospective Patent, save for its legal advisers, any of Licensed Patents without first obtaining written consent of Licenseethe other party, which consent shall not be unreasonably denied or delayeddenied. Both Parties parties shall use their reasonable commercial best efforts in cooperation with each other to terminate such infringementinfringement without litigation. 9.2 17.2. Licensee may request that Berkeley Lab take legal action against the infringement of Licensed (Exclusive) Patents or Licensed (FOU Exclusive) Patents in the Field of Use in which Licensee has current exclusive rights under this Agreement. Licensee shall have the sole right, but not the obligation, to institute, prosecute make that request in writing and control any action, suit or proceeding to enforce the Prospective Patent with respect to infringement include reasonable evidence of the Prospective Patent infringement and damages to defend any declaratory judgment with respect thereto, in each case within the Territory (“Action”). University hereby agrees to assist and cooperate with Licensee, at Licensee’s expense (including payment for University’s expert’s time, and other expenses so long as such expenses are properly documented), to enable Licensee to prosecute and maintain such Action. University’s agreement to assist Licensee includes, at Licensee’s reasonable request and when it is required by law, government regulation or court order, University’s agreement to join or to procure its Affiliates to join as a nominal party to achieve sufficient legal standing for Licensee to prosecute and maintain such Action provided that, if University participates in the Action only as a nominal party, University shall have no responsibility (other than to join as a nominal party) nor be liable for any costs or expenses in relation to or arising from such Action. For clarity, such liabilities for costs or expenses shall be the responsibility of Licensee. If Licensee invites University or its Affiliates to take a more active role (other than as a nominal party) in an Action as a co-party, University shall have its sole discretion to decide joining or the infringing activity has not and on terms to be agreed with Licensee on a case by case basis. Licensee shall have the right to settle any Action or consent to an adverse judgment thereto, in its sole discretion, except that Licensee may not settle such action by agreeing to the invalidation of a Prospective Patent or any claim therein without University’s prior written consent. Any recovery obtained as a result of an Action, whether by judgment, award, decree or settlement, shall first be applied to reimbursement of Licensee’s expenses in bringing such suit or proceeding (including any attorneys, expert and court fees), and the balance shall be considered to be Net Sales Value, and subject to the royalty payments at been abated within [***]% as set forth in Clause 5* Redacted] of that request, and the remaining balance shall be recovered by Licensee as damages. 9.3 Subject to Clause 9.2, if University commences or defends any Berkeley Lab may elect to: (a) commence suit or proceedings on its own account; or (b) refuse to participate in the suit. Berkeley Lab shall give written notice of its election to Licensee by the end of the [*** Redacted] after receiving notice of the request from Licensee. Licensee may thereafter bring suit for patent infringement only if Berkeley Lab elects not to commence suit and if the infringement occurred during the period and in a jurisdiction where Licensee has exclusive rights under this Agreement. If, University shall do so however, Licensee elects to bring suit in accordance with this paragraph, Berkeley Lab may thereafter join such suit at its own expense. 17.3. University Such legal action as is decided upon must be at the expense of the party on account of whom suit is brought and all consequent recoveries belong to that party. But if Berkeley Lab and Licensee jointly bring legal action and fully participate in it, the parties must jointly share both the expense and all recoveries in proportion to the share of expense each party pays. 17.4. Each party shall have cooperate with the right to settle any such action or consent to an adverse judgment thereto, other in its sole discretionlitigation proceedings instituted under this Agreement but at the expense of the party on account of whom suit is brought. The party bringing the suit will control that litigation, except that University Berkeley Lab may not settle such action that may impair, damage or otherwise adversely affect the licence granted to Licensee under Clause 2.1, Licensee’s use of such licence, any Licensed Product, or any of Licensee’s rights/obligations hereunder, without Licensee’s prior written consent, which consent may not be unreasonably withheld or delayed. Any recovery obtained as a result of such action, whether by judgment, award, decree, or settlement, shall first be applied to reimbursement of University’s expenses in bringing such suit or proceeding (including expert, attorneys and court fees), and the balance shall be distributed between University and Licensee at a ratio of 65:35 in all cases which do not result in a sub-licence to a third party. If a suit or proceedings result in a sub-licence to a third party, then any recovery, whether by judgment, award, decree, or settlement, shall first be applied to reimbursement of University’s expenses in bringing such suit or proceeding (including expert, attorneys and court fees), and the balance elect to be paid to represented by counsel of its choice in any suit brought by Licensee, provided that such balance shall be shared between University and Licensee according to the provisions in Clause 5.3 herein.

Patent Infringement. 9.1 If either Party 18.1 In the event that The Regents (to the extent of the actual knowledge of the licensing professional responsible for the administration of this Agreement) or Licensee learns of the infringement of a Prospective Patentpotential commercial significance of any patent licensed under this Agreement, in any jurisdiction within the Territory, it shall so inform knowledgeable party will provide the other Party in writing, including (i) with written notice of such infringement and (ii) with any evidence of such infringementinfringement available to it (the “Infringement Notice”). University may not During the period in which, and in the jurisdiction where, Licensee has exclusive rights under this Agreement, neither The Regents nor Licensee will notify a third party possible infringer of infringement or put such infringer on notice of the infringement existence of a Prospective Patent, save for its legal advisers, any Licensed Patent Rights without first obtaining consent of the other. If Licensee puts such infringer on notice of the existence of any Licensed Patent Rights with respect to such infringement without first obtaining the written consent of The Regents and if a declaratory judgment action is filed by such infringer against The Regents, then Licensee, which consent shall not be unreasonably denied or delayed’s right to initiate a suit against such infringer for infringement under Paragraph 18.2 below will terminate immediately without the obligation of The Regents to provide notice to Licensee. Both Parties shall The Regents and Licensee will use their reasonable commercial diligent efforts in cooperation to cooperate with each other to terminate such infringementinfringement without litigation. 9.2 18.2 If infringing activity of potential commercial significance by the infringer has not been abated within ninety (90) days following the date the Infringement Notice takes effect, Licensee shall have may institute suit for patent infringement against the sole rightinfringer. The Regents may voluntarily join such suit at its own expense, but may not thereafter commence suit against the obligation, to institute, prosecute and control any action, infringer for the acts of infringement that are the subject of Licensee’s suit or proceeding to enforce the Prospective Patent with respect to infringement of the Prospective Patent and to defend any declaratory judgment with respect thereto, rendered in each case within the Territory (“Action”)that suit. University hereby agrees to assist and cooperate with Licensee, at Licensee’s expense (including payment for University’s expert’s time, and other expenses so long as such expenses are properly documented), to enable Licensee to prosecute and maintain such Action. University’s agreement to assist Licensee includes, at Licensee’s reasonable request and when it is required by law, government regulation or court order, University’s agreement to join or to procure its Affiliates to join as a nominal party to achieve sufficient legal standing for Licensee to prosecute and maintain such Action provided that, if University participates in the Action only as a nominal party, University shall have no responsibility (other than to join as a nominal party) nor be liable for any costs or expenses in relation to or arising from such Action. For clarity, such liabilities for costs or expenses shall be the responsibility of Licensee. If Licensee invites University or its Affiliates to take a more active role (other than as a nominal party) in an Action as a co-party, University shall have its sole discretion to decide joining or not and on terms to be agreed with Licensee on a case by case basis. Licensee shall have the right to settle any Action or consent to an adverse judgment thereto, in its sole discretion, except that Licensee may not settle such action join The Regents as a party in a suit initiated by agreeing to the invalidation of a Prospective Patent or any claim therein Licensee without University’s The Regents’ prior written consent. If, in a suit initiated by Licensee, The Regents is involuntarily joined other than by Licensee, Licensee will pay any costs incurred by The Regents arising out of such suit, including but not limited to, any legal fees of counsel that The Regents selects and retains to represent it in the suit. 18.3 If, within one hundred and twenty (120) days following the date the Infringement Notice takes effect, infringing activity of potential commercial significance by the infringer has not been abated and if Licensee has not brought suit against the infringer, The Regents may institute suit for patent infringement against the infringer. If The Regents institutes such suit, Licensee may not join such suit without The Regents’ consent and may not thereafter commence suit against the infringer for the acts of infringement that are the subject of The Regents’ suit or any judgment rendered in that suit. 18.4 Any recovery obtained or settlement received in connection with any suit will first be shared by The Regents and Licensee equally to cover the litigation costs each incurred, and next shall be paid to The Regents or Licensee to cover any litigation costs it incurred in excess of the litigation costs of the other. In any suit initiated by Licensee, any recovery in excess of litigation costs will be shared between Licensee and The Regents as follows: (a) for any recovery other than amounts paid for willful infringement: (i) The Regents will receive fifteen percent (15%) of the recovery if The Regents was not a party in the litigation and did not incur any litigation costs, (ii) The Regents will receive twenty-five percent (25%) of the recovery if The Regents was a party in the litigation whether joined as a result party under the provisions of an ActionParagraph 18.2 or otherwise, whether but did not incur any litigation costs, and (iii) The Regents will receive fifty percent (50%) of the recovery if The Regents incurred any litigation costs in connection with the litigation; and (b) for any recovery for willful infringement, The Regents will receive fifty percent (50%) of the recovery. In any suit initiated by judgmentThe Regents, awardany recovery in excess of litigation costs will belong to The Regents. The Regents and Licensee agree to be bound by all determinations of patent infringement, decree validity, and enforceability (but no other issue) resolved by any adjudicated judgment in a suit brought in compliance with this Article 18 (Patent Infringement). 18.5 Any agreement made by Licensee for purposes of settling litigation or settlement, shall first be applied to reimbursement other dispute will comply with the requirements of Licensee’s expenses Article 3 (Sublicenses) of this Agreement. 18.6 Each party will cooperate with the other in bringing litigation proceedings instituted hereunder but at the expense of the party who initiated the suit (unless such suit or proceeding (including any attorneys, expert and court feesis being jointly prosecuted by the parties), and the balance shall be considered to be Net Sales Value, and subject to the royalty payments at [***]% as set forth in Clause 5, and the remaining balance shall be recovered by Licensee as damages. 9.3 Subject to Clause 9.2, if University commences or defends any suit or 18.7 Any litigation proceedings on its own account, University shall do so at its own expense. University shall have will be controlled by the right to settle any such action or consent to an adverse judgment thereto, in its sole discretionparty bringing the suit, except that University The Regents may not settle such action that be represented by counsel of its choice in any suit brought by Licensee. In no event may impair, damage Licensee admit liability or otherwise adversely affect the licence granted to Licensee under Clause 2.1, Licensee’s use wrongdoing on behalf of such licence, any Licensed Product, or any of Licensee’s rights/obligations hereunder, The Regents without Licensee’s The Regents’ prior written consent, which consent may not be unreasonably withheld or delayed. Any recovery obtained as a result of such action, whether by judgment, award, decree, or settlement, shall first be applied to reimbursement of University’s expenses in bringing such suit or proceeding (including expert, attorneys and court fees), and the balance shall be distributed between University and Licensee at a ratio of 65:35 in all cases which do not result in a sub-licence to a third party. If a suit or proceedings result in a sub-licence to a third party, then any recovery, whether by judgment, award, decree, or settlement, shall first be applied to reimbursement of University’s expenses in bringing such suit or proceeding (including expert, attorneys and court fees), and the balance to be paid to Licensee, provided that such balance shall be shared between University and Licensee according to the provisions in Clause 5.3 herein.

Patent Infringement. 9.1 17.1. If either Party Licensee learns of the substantial infringement of a Prospective Patentany of Licensed Patents, in any jurisdiction within the Territory, it Licensee shall so inform the other Party Berkeley Lab in writing, including any writing and shall provide Berkeley Lab with reasonable evidence of such the infringement. University During the period and in a jurisdiction where Licensee has exclusive rights under this Agreement, neither party may not notify a third party of the infringement of a Prospective Patent, save for its legal advisers, any of Licensed Patents without first obtaining written consent of Licenseethe other party, which consent shall not be unreasonably denied or delayeddenied. Both Parties parties shall use their reasonable commercial best efforts in cooperation with each other to terminate such infringementinfringement without litigation. 9.2 17.2. Licensee may request that Berkeley Lab take legal action against the infringement of Licensed (Exclusive) Patents or Licensed (FOU Exclusive) Patents in the Field of Use in which Licensee has current exclusive rights under this Agreement. Licensee shall have the sole right, but not the obligation, to institute, prosecute make that request in writing and control any action, suit or proceeding to enforce the Prospective Patent with respect to infringement include reasonable evidence of the Prospective Patent infringement and damages to defend any declaratory judgment with respect thereto, in each case within the Territory (“Action”). University hereby agrees to assist and cooperate with Licensee, at Licensee’s expense (including payment for University’s expert’s time, and other expenses so long as such expenses are properly documented), to enable Licensee to prosecute and maintain such Action. University’s agreement to assist Licensee includes, at Licensee’s reasonable request and when it is required by law, government regulation or court order, University’s agreement to join or to procure its Affiliates to join as a nominal party to achieve sufficient legal standing for Licensee to prosecute and maintain such Action provided that, if University participates in the Action only as a nominal party, University shall have no responsibility (other than to join as a nominal party) nor be liable for any costs or expenses in relation to or arising from such Action. For clarity, such liabilities for costs or expenses shall be the responsibility of Licensee. If Licensee invites University or its Affiliates to take a more active role the infringing activity has not been abated within 90 days of that request, Berkeley Lab may elect to: (other than as a nominal partya) in an Action as a co-party, University shall have its sole discretion to decide joining or not and on terms to be agreed with Licensee on a case by case basis. Licensee shall have the right to settle any Action or consent to an adverse judgment thereto, in its sole discretion, except that Licensee may not settle such action by agreeing to the invalidation of a Prospective Patent or any claim therein without University’s prior written consent. Any recovery obtained as a result of an Action, whether by judgment, award, decree or settlement, shall first be applied to reimbursement of Licensee’s expenses in bringing such commence suit or proceeding (including any attorneys, expert and court fees), and the balance shall be considered to be Net Sales Value, and subject to the royalty payments at [***]% as set forth in Clause 5, and the remaining balance shall be recovered by Licensee as damages. 9.3 Subject to Clause 9.2, if University commences or defends any suit or proceedings on its own account; or (b) refuse to participate in the suit. Berkeley Lab shall give written notice of its election to Licensee by the end of the 90 days after receiving notice of the request from Licensee. Licensee may thereafter bring suit for patent infringement only if Berkeley Lab elects not to commence suit and if the infringement occurred during the period and in a jurisdiction where Licensee has exclusive rights under this Agreement. If, University shall do so however, Licensee elects to bring suit in accordance with this paragraph, Berkeley Lab may thereafter join such suit at its own expense. 17.3. University Such legal action as is decided upon must be at the expense of the party on account of whom suit is brought and all consequent recoveries belong to that party. But if Berkeley Lab and Licensee jointly bring legal action and fully participate in it, the parties must jointly share both the expense and all recoveries in proportion to the share of expense each party pays. 17.4. Each party shall have cooperate with the right to settle any such action or consent to an adverse judgment thereto, other in its sole discretionlitigation proceedings instituted under this Agreement but at the expense of the party on account of whom suit is brought. The party bringing the suit will control that litigation, except that University Berkeley Lab may not settle such action that may impair, damage or otherwise adversely affect the licence granted to Licensee under Clause 2.1, Licensee’s use of such licence, any Licensed Product, or any of Licensee’s rights/obligations hereunder, without Licensee’s prior written consent, which consent may not be unreasonably withheld or delayed. Any recovery obtained as a result of such action, whether by judgment, award, decree, or settlement, shall first be applied to reimbursement of University’s expenses in bringing such suit or proceeding (including expert, attorneys and court fees), and the balance shall be distributed between University and Licensee at a ratio of 65:35 in all cases which do not result in a sub-licence to a third party. If a suit or proceedings result in a sub-licence to a third party, then any recovery, whether by judgment, award, decree, or settlement, shall first be applied to reimbursement of University’s expenses in bringing such suit or proceeding (including expert, attorneys and court fees), and the balance elect to be paid to represented by counsel of its choice in any suit brought by Licensee, provided that such balance shall be shared between University and Licensee according to the provisions in Clause 5.3 herein.

Patent Infringement. 9.1 If either Party 8.1 In the event that The Regents (to the extent of the actual knowledge of the licensing professional responsible for the administration of this Agreement) or the Licensee learns of the infringement of a Prospective Patentpotential commercial significance of any patent licensed under this Agreement, in any jurisdiction within the Territory, it shall so inform knowledgeable party will provide the other Party in writing, including (i) with written notice of such infringement and (ii) with any evidence of such infringementinfringement available to it (the “Infringement Notice”). University may not During the period in which, and in the jurisdiction where, the Licensee has exclusive rights under this Agreement, neither The Regents nor the Licensee will notify a third party (including the infringer) of infringement or put such third party on notice of the infringement existence of a Prospective Patent, save for its legal advisers, any Patent Rights without first obtaining consent of the other. If the Licensee puts such infringer on notice of the existence of any Patent Rights with respect to such infringement without first obtaining the written consent of The Regents and if a declaratory judgement action is filed by such infringer against The Regents, then Licensee, which consent shall not be unreasonably denied or delayed’s right to initiate a suit against such infringer for infringement under Paragraph 8.2 below will terminate immediately without the obligation of The Regents to provide notice to the Licensee. Both Parties shall The Regents and the Licensee will use their reasonable commercial diligent efforts in cooperation to cooperate with each other to terminate such infringementinfringement without litigation; provided, however, that Licensee shall not be required to sublicense the infringer. 9.2 8.2 If infringing activity of potential commercial significance by the infringer has not been abated within ninety (90) days following the date the Infringement Notice takes effect, then the Licensee shall will have the sole initial right, but not the obligation, to institute, prosecute and control any action, suit or proceeding to enforce the Prospective Patent with respect to infringement of the Prospective Patent and to defend any declaratory judgment with respect thereto, in each case within the Territory (“Action”). University hereby agrees to assist and cooperate with Licensee, at Licensee’s expense (including payment for University’s expert’s time, and other expenses so long as such expenses are properly documented)its expense, to enable Licensee to prosecute and maintain such Actioninstitute suit for patent infringement against the infringer. University’s agreement to assist Licensee includes, at Licensee’s reasonable request and when it is required by law, government regulation or court order, University’s agreement to The Regents may voluntarily join or to procure its Affiliates to join as a nominal party to achieve sufficient legal standing for Licensee to prosecute and maintain such Action provided that, if University participates in the Action only as a nominal party, University shall have no responsibility (other than to join as a nominal party) nor be liable for any costs or expenses in relation to or arising from such Action. For clarity, such liabilities for costs or expenses shall be the responsibility of Licensee. If Licensee invites University or its Affiliates to take a more active role (other than as a nominal party) in an Action as a co-party, University shall have its sole discretion to decide joining or not and on terms to be agreed with Licensee on a case by case basis. Licensee shall have the right to settle any Action or consent to an adverse judgment thereto, in its sole discretion, except that Licensee may not settle such action by agreeing to the invalidation of a Prospective Patent or any claim therein without University’s prior written consent. Any recovery obtained as a result of an Action, whether by judgment, award, decree or settlement, shall first be applied to reimbursement of Licensee’s expenses in bringing such suit or proceeding (including any attorneys, expert and court fees), and the balance shall be considered to be Net Sales Value, and subject to the royalty payments at [***]% as set forth in Clause 5, and the remaining balance shall be recovered by Licensee as damages. 9.3 Subject to Clause 9.2, if University commences or defends any suit or proceedings on its own account, University shall do so at its own expense, but may not thereafter commence suit against the infringer for the acts of infringement that are the subject of the Licensee’s suit or any judgment rendered in the suit. University shall have the right to settle any such action or consent to an adverse judgment theretoIf, in a suit initiated by the Licensee, The Regents is involuntarily joined other than by the Licensee, then the Licensee will pay any costs incurred by The Regents arising out of such suit, including but not limited to, any legal fees of counsel that The Regents selects and retains to represent it in the suit. In the event that (1) Licensee is unable to proceed with an infringement actions because The Regents is deemed to be a necessary party and The Regents declines to be joined in the Licensee’s infringement action; (2) The Regents does not pursue an infringement action in its sole discretionown name; and (3) Licensee is unable to reach a mutually acceptable business solution with the alleged infringer (e.g. sublicense from Licensee), except that University may not settle such action that may impair, damage or otherwise adversely affect The Regents agrees to reduce by fifty percent (50%) the licence granted to royalty rates payable by Licensee under Clause 2.1, the Agreement to account for the impact of the alleged infringement on Licensee’s use of such licence, any Licensed Product, or any of Licensee’s rights/obligations hereunder, without Licensee’s prior written consent, which consent may not be unreasonably withheld or delayed. Any recovery obtained as a result of such action, whether by judgment, award, decree, or settlement, shall first be applied to reimbursement of University’s expenses in bringing such suit or proceeding (including expert, attorneys and court fees), and the balance shall be distributed between University and Licensee at a ratio of 65:35 in all cases which do not result in a sub-licence to a third party. If a suit or proceedings result in a sub-licence to a third party, then any recovery, whether by judgment, award, decree, or settlement, shall first be applied to reimbursement of University’s expenses in bringing such suit or proceeding (including expert, attorneys and court fees), and the balance to be paid to Licensee, provided that such balance shall be shared between University and Licensee according to the provisions in Clause 5.3 herein.

Patent Infringement. 9.1 If either Party learns of (a) In the infringement of a Prospective Patentevent LICENSEE knows that one or more third parties are substantially infringing the Patent Rights under this Agreement, LICENSEE will promptly notify UNIVERSITY in any jurisdiction within the Territory, it shall so inform the other Party in writing, including any writing and provide UNIVERSITY with reasonable evidence of such infringement. University may not . (b) Both parties to this Agreement acknowledge that during the period and in a jurisdiction where the LICENSEE has exclusive rights under this Agreement, neither party will notify a third party of the other than NIH and HHMI that an infringement of a Prospective Patent, save for its legal advisers, Patent Rights occurred without first obtaining written consent of Licensee, which consent shall not be unreasonably denied or delayedthe other party. Both Parties shall parties will use their reasonable commercial best efforts in cooperation with each other to terminate such infringementthe infringement without litigation. 9.2 Licensee shall have (c) If the sole rightLICENSEE desires that Patent Rights be enforced against infringers, but not and the obligationLICENSEE has exclusive rights under Patent Rights, the LICENSEE either may request UNIVERSITY to institute, prosecute take legal action against the patent infringer or may request permission from UNIVERSITY to file suit against the patent infringer. LICENSEE’s request must be made in writing and control any action, suit or proceeding to enforce the Prospective Patent with respect to infringement must include reasonable evidence of the Prospective Patent infringement and resulting damages to defend any declaratory judgment with respect thereto, in each case within the Territory (“Action”). University hereby agrees to assist and cooperate with Licensee, at Licensee’s expense (including payment for University’s expert’s time, and other expenses so long as such expenses are properly documented), to enable Licensee to prosecute and maintain such Action. University’s agreement to assist Licensee includes, at Licensee’s reasonable request and when it is required by law, government regulation or court order, University’s agreement to join or to procure its Affiliates to join as a nominal party to achieve sufficient legal standing for Licensee to prosecute and maintain such Action provided that, if University participates in the Action only as a nominal party, University shall have no responsibility (other than to join as a nominal party) nor be liable for any costs or expenses in relation to or arising from such Action. For clarity, such liabilities for costs or expenses shall be the responsibility of LicenseeLICENSEE. If Licensee invites University or its Affiliates to take a more active role the infringing activity has not been abated within ninety (other than as a nominal party90) in an Action as a co-partydays following the effective date of LICENSEE’s request, University shall have its sole discretion to decide joining or not then UNIVERSITY and on terms to be agreed with Licensee on a case by case basis. Licensee shall the NIH will have the right to settle elect one of the following: (i) commence suit on their own account; or (ii) refuse to participate in a suit against the patent infringer. UNIVERSITY and NIH will give written notice of their election to the LICENSEE within one hundred (100) days following the effective date of LICENSEE’s written request. The LICENSEE, thereafter, may bring suit for patent infringement if and only if UNIVERSITY and the NIH elects not to commence suit and if the infringement occurred during the period and in a jurisdiction where the LICENSEE had exclusive rights under this Agreement. In the event LICENSEE elects to bring suit in accordance with this Paragraph, UNIVERSITY and NIH may thereafter join such suit at their own expense. (d) The party who brought the suit will pay for all legal costs and will recover any Action or consent and all recoveries; provided, however, that if UNIVERSITY and/or the NIH brought suit on their own account, then the parties and the NIH may share in the expense and the recoveries will be 18 allocated in the following order: (a) each party will be reimbursed in equal amounts for attorney’s costs, fees, and other related expenses (to an adverse judgment theretothe extent that each party paid for such costs, fees, and expenses) until all such costs, fees, and expenses are reimbursed; and (b) each party will share equally in its sole discretionany remaining amount in proportion to the share of expenses paid by each party. (e) Each party will cooperate with the others during litigation proceedings instituted hereunder but at the expense of the party who brought the suit. The party bringing suit will control such litigation, except that Licensee UNIVERSITY may not settle such action be represented by agreeing to the invalidation counsel of a Prospective Patent or any claim therein without University’s prior written consent. Any recovery obtained as a result of an Action, whether by judgment, award, decree or settlement, shall first be applied to reimbursement of Licensee’s expenses its choice in bringing such suit or proceeding (including any attorneys, expert and court fees), and the balance shall be considered to be Net Sales Value, and subject to the royalty payments at [***]% as set forth in Clause 5, and the remaining balance shall be recovered by Licensee as damages. 9.3 Subject to Clause 9.2, if University commences or defends any suit or proceedings on its own account, University shall do so at its own expense. University shall have brought by the right to settle any such action or consent to an adverse judgment thereto, in its sole discretion, except that University may not settle such action that may impair, damage or otherwise adversely affect the licence granted to Licensee under Clause 2.1, Licensee’s use of such licence, any Licensed Product, or any of Licensee’s rights/obligations hereunder, without Licensee’s prior written consent, which consent may not be unreasonably withheld or delayed. Any recovery obtained as a result of such action, whether by judgment, award, decree, or settlement, shall first be applied to reimbursement of University’s expenses in bringing such suit or proceeding (including expert, attorneys and court fees), and the balance shall be distributed between University and Licensee at a ratio of 65:35 in all cases which do not result in a sub-licence to a third party. If a suit or proceedings result in a sub-licence to a third party, then any recovery, whether by judgment, award, decree, or settlement, shall first be applied to reimbursement of University’s expenses in bringing such suit or proceeding (including expert, attorneys and court fees), and the balance to be paid to Licensee, provided that such balance shall be shared between University and Licensee according to the provisions in Clause 5.3 hereinLICENSEE.

Patent Infringement. 9.1 If either Party learns 10.1 In the event that LICENSEE shall learn of the substantial infringement of a Prospective Patentany of the Licensed Patents, in any jurisdiction within the Territory, it LICENSEE shall so inform the other Party in writing, including any promptly provide LICENSOR with reasonable evidence of such infringement. University may not Both parties to this Agreement agree that neither will notify a third party of the infringement of a Prospective Patent, save for its legal advisers, without first obtaining written consent of Licenseethe other party, which consent shall not be unreasonably denied or delayeddenied. Both Parties parties shall use their reasonable commercial efforts in cooperation cooperate with each other in an attempt to terminate such infringementinfringement without litigation. 9.2 Licensee 10.2 LICENSEE may request that LICENSOR take legal action against the infringement. Such request shall be made in writing and shall include reasonable evidence of such infringement and damages to LICENSEE. If the infringing activity has not been abated within sixty (60) days following the effective date of such request, LICENSOR shall have the sole rightright to: (a) commence suit on its own account or (b) refuse to participate in such suit. 10.3 LICENSOR shall give notice of its election in writing to LICENSEE within sixty (60) days after receiving such request from LICENSEE and absent refusal to participate in such suit, shall commence suit promptly thereafter, but not the obligation, to institute, prosecute and with control any action, of such suit or proceeding to enforce the Prospective Patent with respect to infringement of the Prospective Patent and to defend any declaratory judgment with respect thereto, remaining in each case within the Territory (“Action”)LICENSOR. University hereby agrees to assist and cooperate with Licensee, at Licensee’s expense (including payment for University’s expert’s time, and other expenses so long as such expenses are properly documented), to enable Licensee to prosecute and maintain such Action. University’s agreement to assist Licensee includes, at Licensee’s reasonable request and when it is required by law, government regulation or court order, University’s agreement to join or to procure its Affiliates to join as a nominal party to achieve sufficient legal standing for Licensee to prosecute and maintain such Action provided that, if University participates in the Action only as a nominal party, University shall have no responsibility (other than to join as a nominal party) nor be liable for any costs or expenses in relation to or arising from such Action. For clarity, such liabilities for costs or expenses shall be the responsibility of Licensee. If Licensee invites University or its Affiliates to take a more active role (other than as a nominal party) in an Action as a co-party, University shall have its sole discretion to decide joining or not and on terms to be agreed with Licensee on a case by case basis. Licensee LICENSEE shall have the right to settle any Action join or consent to an adverse judgment thereto, in its sole discretion, except that Licensee may not settle such action by agreeing to the invalidation of a Prospective Patent or any claim therein without University’s prior written consent. Any recovery obtained as a result of an Action, whether by judgment, award, decree or settlement, shall first be applied to reimbursement of Licensee’s expenses in bringing such suit or proceeding (including any attorneys, expert and court fees), and the balance shall be considered to be Net Sales Value, and subject to the royalty payments at [***]% as set forth in Clause 5, and the remaining balance shall be recovered by Licensee as damages. 9.3 Subject to Clause 9.2, if University commences or defends any suit or proceedings on its own account, University shall do so intervene at its own expense. University shall have the right to settle expense in any such action suit commenced by LICENSOR. LICENSEE may at its election bring suit for patent infringement if, and only if, LICENSOR elects not to commence suit and if the infringement occurred during the period and in a jurisdiction where LICENSEE had exclusive rights under the Agreement, or consent in the event fails to an adverse judgment theretodiligent prosecute such lawsuit. However, in the event LICENSEE elects to bring suit in accordance with this paragraph, LICENSOR may thereafter join such suit at its sole discretion, except that University may not settle such action that may impair, damage or otherwise adversely affect the licence granted to Licensee under Clause 2.1, Licensee’s use own expense and control of such licencesuit shall remain with LICENSEE. Such legal action as is decided upon shall be at the expense of the party on whose account suit is brought and all recoveries recovered thereby shall belong to such party, provided, however, that for legal action brought jointly by LICENSOR and/or LICENSEE (or by any Licensed Product, one or any of Licensee’s rights/obligations hereunder, without Licensee’s prior written consent, which consent may not be unreasonably withheld or delayed. Any recovery obtained as a result more of such action, whether parties with later joinder or intervention by judgment, award, decree, or settlement, shall first be applied to reimbursement of University’s expenses the other and fully participated in bringing such suit or proceeding (including expert, attorneys and court feesby the parties), and the balance shall be distributed between University and Licensee at a ratio of 65:35 in all cases which do not result in a sub-licence to a third party. If a suit or proceedings result in a sub-licence to a third party, then any recovery, whether by judgment, award, decree, or settlement, shall first be applied to reimbursement of University’s expenses in bringing such suit or proceeding (including expert, attorneys and court fees), and the balance to be paid to Licensee, provided that such balance recoveries shall be shared between University and Licensee according jointly by them in proportion to the provisions in Clause 5.3 herein.share of expense paid by each party, after deduction of loss suffered by LICENSEE ..

Patent Infringement. 9.1 If either Party 15.1 In the event that SUBLICENSEE learns of the substantial infringement of a Prospective Patentany REGENTS' PATENT RIGHTS under this Agreement, in any jurisdiction within the Territory, it shall so inform the other Party in writing, including any SUBLICENSEE will promptly provide HFTA with notice and reasonable evidence of such infringementinfringement (“Infringement Notice”). University may not During the period and in a jurisdiction where SUBLICENSEE has exclusive rights under this Agreement, neither party will notify a third party party, including the infringer, of the infringement of a Prospective Patent, save for its legal advisers, without first obtaining consent of the other party, which consent will not be unreasonably withheld. If SUBLICENSEE puts such infringer on notice of the existence of any REGENTS PATENT RIGHTS with respect to such infringement without first obtaining the written consent of LicenseeHFTA and if a declaratory judgment action is filed by such infringer against HFTA or REGENTS, which consent shall not be unreasonably denied or delayedthen SUBLICENSEE’s right to initiate a suit against such infringer for infringement under Paragraph 15.2 below will terminate immediately without the obligation of HFTA to provide notice to the SUBLICENSEE. Both Parties shall parties will use their reasonable commercial efforts diligent efforts, in cooperation with each other other, to terminate such infringementinfringement without litigation. 9.2 Licensee shall have 15.2 If the sole rightinfringing activity of potential commercial significance has not been abated within ninety (90) days following the effective date of the Infringement Notice, SUBLICENSEE may institute suit for patent infringement against the infringer. HFTA or REGENTS may voluntarily join such suit at its own expense, but may not thereafter commence suit against the obligation, to institute, prosecute and control any action, infringer for the acts of infringement that are the subject of SUBLICENSEE’s suit or proceeding to enforce the Prospective Patent with respect to infringement of the Prospective Patent and to defend any declaratory judgment with respect thereto, rendered in each case within the Territory (“Action”)that suit. University hereby agrees to assist and cooperate with Licensee, at Licensee’s expense (including payment for University’s expert’s time, and other expenses so long as such expenses are properly documented), to enable Licensee to prosecute and maintain such Action. University’s agreement to assist Licensee includes, at Licensee’s reasonable request and when it is required by law, government regulation or court order, University’s agreement to join or to procure its Affiliates to join as a nominal party to achieve sufficient legal standing for Licensee to prosecute and maintain such Action provided that, if University participates in the Action only as a nominal party, University shall have no responsibility (other than to join as a nominal party) nor be liable for any costs or expenses in relation to or arising from such Action. For clarity, such liabilities for costs or expenses shall be the responsibility of Licensee. If Licensee invites University or its Affiliates to take a more active role (other than as a nominal party) in an Action as a co-party, University shall have its sole discretion to decide joining or not and on terms to be agreed with Licensee on a case by case basis. Licensee shall have the right to settle any Action or consent to an adverse judgment thereto, in its sole discretion, except that Licensee SUBLICENSEE may not settle such action join HFTA or REGENTS in a suit initiated by agreeing to the invalidation of a Prospective Patent SUBLICENSEE without HFTA or any claim therein without University’s REGENTS’ prior written consent. Any recovery obtained as If, in a result suit initiated by SUBLICENSEE, HFTA and/or REGENTS are involuntarily joined other than by SUBLICENSEE, SUBLICENSEE will pay any costs incurred by HFTA and REGENTS arising out of an Actionsuch suit, whether by judgmentincluding but not limited to, awardany legal fees of counsel that HFTA or REGENTS select and retain to represent them in the suit. If, decree within one hundred and twenty (120) days following the effective date of the Infringement Notice, the infringing activity of potential commercial significance has not been abated and if SUBLICENSEE has not brought suit against the infringer, HFTA or settlementREGENTS may institute suit for patent infringement against the infringer. If HFTA or REGENTS institutes such suit, shall first be applied to reimbursement of Licensee’s expenses in bringing SUBLICENSEE may not join such suit without HFTA and REGENTS’ consent and may not thereafter commence suit against the infringer for the acts of infringement that are the subject of HFTA or proceeding (including REGENTS’ suit or any attorneysjudgment rendered in that suit. 15.3 Such legal action as is decided upon will be at the expense of the party on account of whom suit is brought and all recoveries recovered thereby will belong to such party, expert provided that legal action brought jointly by HFTA or REGENTS and court SUBLICENSEE and participated in by both or all, will be at the joint expense of the parties and all recoveries will be allocated in the following order: a) to each party reimbursement in equal amounts of the attorney's costs, fees), and other related expenses to the balance shall be considered to be Net Sales Valueextent each party paid for such costs, fees, and subject expenses until all such costs, fees, and expenses are consumed for each party; and b) any remaining amount shared jointly by them in proportion to the royalty payments at [***]% as set forth share of expenses paid by each party, but in Clause 5, and the no event will HFTA’S OR REGENTS’ share be less than ten percent (10%) each of such remaining balance shall be recovered by Licensee as damagesamount if each is a party. 9.3 Subject to Clause 9.2, if University commences or defends any 15.4 Each party will cooperate with the other in litigation instituted hereunder but at the expense of the party on account of whom suit or proceedings on its own account, University shall do so at its own expenseis brought. University shall have Such litigation will be controlled by the right to settle any such action or consent to an adverse judgment thereto, in its sole discretionparty bringing the action, except that University HFTA and REGENTS may not settle such action that may impair, damage be represented by counsel of their choice in any suit brought by SUBLICENSEE. 15.5 Any agreement made by SUBLICENSEE for the purposes of settling litigation or otherwise adversely affect other dispute shall comply with the licence granted to Licensee under Clause 2.1, Licensee’s use requirements of such licence, any Licensed Product, or any of Licensee’s rights/obligations hereunder, without Licensee’s prior written consent, which consent may not be unreasonably withheld or delayed. Any recovery obtained as a result of such action, whether by judgment, award, decree, or settlement, shall first be applied to reimbursement of University’s expenses in bringing such suit or proceeding (including expert, attorneys and court fees), and the balance shall be distributed between University and Licensee at a ratio of 65:35 in all cases which do not result in a sub-licence to a third party. If a suit or proceedings result in a sub-licence to a third party, then any recovery, whether by judgment, award, decree, or settlement, shall first be applied to reimbursement of University’s expenses in bringing such suit or proceeding (including expert, attorneys and court fees), and the balance to be paid to Licensee, provided that such balance shall be shared between University and Licensee according to the provisions in Clause 5.3 hereinthis Agreement.

Patent Infringement. 9.1 If either Party (a) In the event that UNIVERSITY (to the extent of the actual knowledge of the licensing professional responsible for the administration of this Agreement) or LICENSEE learns of the infringement of a Prospective Patentpotential commercial significance of any patent licensed under this Agreement, in any jurisdiction within the Territory, it shall so inform knowledgeable party will provide the other Party in writing, including (i) with written notice of such infringement and (ii) with any evidence of such infringementinfringement available to it (the "Infringement Notice"). University may not During the period in which, and in the jurisdiction where, LICENSEE has exclusive rights under this Agreement, neither UNIVERSITY nor LICENSEE will notify a third party (including the infringer) of infringement or put such third party on notice of the infringement existence of a Prospective Patent, save for its legal advisers, any Patent Rights without first obtaining consent of the other. If LICENSEE notifies a third party of infringement or puts such third party on notice of the existence of any Patent Rights with respect to such infringement without first obtaining the written consent of LicenseeUNIVERSITY and UNIVERSITY is sued in declaratory judgment, which consent UNIVERSITY shall not be unreasonably denied or delayedhave the right to terminate this Agreement immediately without the obligation to provide sixty (60) days’ notice as set forth in Paragraph 7.1. Both Parties shall UNIVERSITY and LICENSEE will use their reasonable commercial diligent efforts in cooperation to cooperate with each other to terminate such infringementinfringement without litigation. 9.2 Licensee shall have (b) If infringing activity of potential commercial significance by the sole rightinfringer has not been abated within ninety (90) days following the date the Infringement Notice takes effect, LICENSEE may institute suit for patent infringement against the infringer. UNIVERSITY may voluntarily join such suit at its own expense, but may not thereafter commence suit against the obligation, to institute, prosecute and control any action, infringer for the acts of infringement that are the subject of LICENSEE’s suit or proceeding to enforce the Prospective Patent with respect to infringement of the Prospective Patent and to defend any declaratory judgment with respect thereto, rendered in each case within the Territory (“Action”)that suit. University hereby agrees to assist and cooperate with Licensee, at Licensee’s expense (including payment for University’s expert’s time, and other expenses so long as such expenses are properly documented), to enable Licensee to prosecute and maintain such Action. University’s agreement to assist Licensee includes, at Licensee’s reasonable request and when it is required by law, government regulation or court order, University’s agreement to join or to procure its Affiliates to join as a nominal party to achieve sufficient legal standing for Licensee to prosecute and maintain such Action provided that, if University participates in the Action only as a nominal party, University shall have no responsibility (other than to join as a nominal party) nor be liable for any costs or expenses in relation to or arising from such Action. For clarity, such liabilities for costs or expenses shall be the responsibility of Licensee. If Licensee invites University or its Affiliates to take a more active role (other than as a nominal party) in an Action as a co-party, University shall have its sole discretion to decide joining or not and on terms to be agreed with Licensee on a case by case basis. Licensee shall have the right to settle any Action or consent to an adverse judgment thereto, in its sole discretion, except that Licensee LICENSEE may not settle such action join UNIVERSITY in a suit initiated by agreeing to the invalidation of a Prospective Patent or any claim therein LICENSEE without University’s UNIVERSITY’S prior written consent. Any recovery obtained as If, in a result suit initiated by LICENSEE, UNIVERSITY is involuntarily joined other than by LICENSEE, LICENSEE will pay any costs incurred by UNIVERSITY arising out of an Actionsuch suit, whether including but not limited to, any legal fees of counsel that UNIVERSITY selects and retains to represent it in the suit. (c) If, within a hundred and twenty (120) days following the date the Infringement Notice takes effect, infringing activity of potential commercial significance by judgmentthe infringer has not been abated and if LICENSEE has not brought suit against the infringer, awardUNIVERSITY may institute suit for patent infringement against the infringer. If UNIVERSITY institutes such suit, decree or settlement, shall first be applied to reimbursement of Licensee’s expenses in bringing LICENSEE may not join such suit without UNIVERSITY’S consent and may not thereafter commence suit against the infringer for the acts of infringement that are the subject of UNIVERSITY’S suit or proceeding any judgment rendered in that suit. (including d) Notwithstanding anything to the contrary in this Agreement, in the event that the infringement or potential infringement pertains to an issued patent included within the Patent Rights and written notice is given under any attorneys, expert statute expediting litigation (e.g. the Drug Price Competition and court feesPatent Term Restoration Act of 1984 and/or foreign counterparts of this Law) ("Act"), and then the balance shall be considered to be Net Sales Value, and subject party in receipt of such notice under the Act (in the case of UNIVERSITY to the royalty payments at [***]% as set forth in Clause 5, and extent of the remaining balance actual knowledge of the licensing officer responsible for the administration of this Agreement) shall be recovered by Licensee as damages. 9.3 Subject provide the Infringement Notice to Clause 9.2, if University commences or defends any suit or proceedings on its own account, University shall do so at its own expensethe other party promptly. University shall have If the time period is such that the LICENSEE will lose the right to settle pursue legal remedy for infringement by not notifying a third party or by not filing suit, the notification period and the time period to file suit will be accelerated to within forty-five (45) days of the date of such notice under the Act to either party. (e) Any recovery or settlement received in connection with any suit will first be shared by UNIVERSITY and LICENSEE equally to cover the litigation costs each incurred, and next shall be paid to UNIVERSITY or LICENSEE to cover any litigation costs it incurred in excess of the litigation costs of the other. In any suit initiated by LICENSEE, any recovery in excess of litigation costs will be shared between LICENSEE and UNIVERSITY as follows: (i) for any recovery other than amounts paid for willful infringement: (A) UNIVERSITY will receive fifteen percent (15%) of the recovery if UNIVERSITY was not a party in the litigation and did not incur any litigation costs; (B) UNIVERSITY will receive twenty-five percent (25%) of the recovery if UNIVERSITY was a party in the litigation, but did not incur any litigation costs, including the provisions of Paragraph 5.2(b) above, or (C) UNIVERSITY will receive fifty percent (50%) of the recovery if UNIVERSITY incurred any litigation costs in connection with the litigation; and (ii) for any recovery for willful infringement, UNIVERSITY will receive fifty percent (50%) of the recovery. In any suit initiated by UNIVERSITY, any recovery in excess of litigation costs will belong to UNIVERSITY. UNIVERSITY and LICENSEE agree to be bound by all determinations of patent infringement, validity, and enforceability (but no other issue) resolved by any adjudicated judgment in a suit brought in compliance with this Section 5.2. (f) Each party will cooperate with the other in litigation proceedings instituted hereunder but at the expense of the party who initiated the suit (unless such action or consent to an adverse judgment thereto, in its sole discretionsuit is being jointly prosecuted by the parties). (g) Any litigation proceedings will be controlled by the party bringing the suit, except that University UNIVERSITY may not settle such action that may impair, damage or otherwise adversely affect the licence granted to Licensee under Clause 2.1, Licensee’s use be represented by counsel of such licence, its choice in any Licensed Product, or any of Licensee’s rights/obligations hereunder, without Licensee’s prior written consent, which consent may not be unreasonably withheld or delayed. Any recovery obtained as a result of such action, whether suit brought by judgment, award, decree, or settlement, shall first be applied to reimbursement of University’s expenses in bringing such suit or proceeding (including expert, attorneys and court fees), and the balance shall be distributed between University and Licensee at a ratio of 65:35 in all cases which do not result in a sub-licence to a third party. If a suit or proceedings result in a sub-licence to a third party, then any recovery, whether by judgment, award, decree, or settlement, shall first be applied to reimbursement of University’s expenses in bringing such suit or proceeding (including expert, attorneys and court fees), and the balance to be paid to Licensee, provided that such balance shall be shared between University and Licensee according to the provisions in Clause 5.3 hereinLICENSEE.

Patent Infringement. 9.1 If either 10.1. Each Party learns of the infringement of a Prospective Patent, in any jurisdiction within the Territory, it shall so inform immediately notify the other Party in writing, including writing of any evidence of such infringement. University may not notify infringement by a third party of any Licensed Patent of which such Party becomes aware, and of any action instituted by a third party concerning any alleged infringement or any allegation by any third party of infringement resulting from the use and commercialization of the Licensed Patents of which such Party becomes aware. 10.2. The Company shall be obligated to defend any third party infringement action as aforesaid, at its sole expense, and Hadasit shall reasonably cooperate with the Company, in connection with the investigation and defense of any infringement action as aforesaid at the Company’s expense Hadasit shall have the right (but not the obligation) to be represented by counsel of its choice, at its sole expense (except in the case that representation of both Hadasit and the Company by the same counsel will impose a Prospective Patentpotential conflict of interests, save for its legal advisersin such case the Company will cover Hadasit’s out-of-pocket counsel expenses), however without first obtaining having power to overrule the Company’s sole discretion regarding directing the defense. Notwithstanding the foregoing, the Company shall not compromise or settle such litigation without the prior written consent of LicenseeHadasit, which consent shall not be unreasonably denied withheld or delayed. Both Parties shall use their reasonable commercial efforts in cooperation with each other to terminate such infringement. 9.2 Licensee 10.3. Hadasit and HMO shall cooperate and shall cause the Researchers to cooperate with the Company and/or its representatives, in connection with the investigation, prosecution or defense of any infringement action as aforesaid, at the Company’s expense and, if required under applicable law, Hadasit shall consent to be named a party to any such action. 10.4. The Company shall have the sole right, but not the obligation, full control of such action and full authority to institute, prosecute and control any action, suit or proceeding to enforce the Prospective Patent with respect to infringement of the Prospective Patent and to defend any declaratory judgment with respect thereto, in each case within the Territory (“Action”). University hereby agrees to assist and cooperate with Licensee, at Licensee’s expense (including payment for University’s expert’s time, and other expenses so long as such expenses are properly documented), to enable Licensee to prosecute and maintain such Action. University’s agreement to assist Licensee includes, at Licensee’s reasonable request and when it is required by law, government regulation or court order, University’s agreement to join or to procure its Affiliates to join as a nominal party to achieve sufficient legal standing for Licensee to prosecute and maintain such Action provided that, if University participates in the Action only as a nominal party, University shall have no responsibility (other than to join as a nominal party) nor be liable for any costs or expenses in relation to or arising from such Action. For clarity, such liabilities for costs or expenses shall be the responsibility of Licensee. If Licensee invites University or its Affiliates to take a more active role (other than as a nominal party) in an Action as a co-party, University shall have its sole discretion to decide joining or not and on terms to be agreed with Licensee on a case by case basis. Licensee shall have the right to settle any Action or consent to an adverse judgment thereto, in its sole discretion, except that Licensee may not settle such action on terms that the Company shall determine, provided that any settlement of such action shall not derogate from Hadasit’s rights under this Agreement. If the settlement adversely affects the interests of Hadasit or involves any act or omission by agreeing Hadasit, such settlement shall be subject to the invalidation of a Prospective Patent or any claim therein without UniversityHadasit’s prior written consent. Any recovery obtained as a result of an Action, whether by judgment, award, decree or settlement, shall first be applied to reimbursement of Licensee’s expenses in bringing such suit or proceeding (including any attorneys, expert and court fees), and the balance shall be considered to be Net Sales Value, and subject to the royalty payments at [***]% as set forth in Clause 5, and the remaining balance shall be recovered by Licensee as damages. 9.3 Subject to Clause 9.2, if University commences or defends any suit or proceedings on its own account, University shall do so at its own expense. University shall have the right to settle any such action or consent to an adverse judgment thereto, in its sole discretion, except that University may not settle such action that may impair, damage or otherwise adversely affect the licence granted to Licensee under Clause 2.1, Licensee’s use of such licence, any Licensed Product, or any of Licensee’s rights/obligations hereunder, without Licensee’s prior written consentapproval, which consent may shall not be unreasonably withheld or delayed. Any recovery obtained as a result of proceeds received by the Company in any such action, whether by judgment, award, decree, or settlement, litigation shall first be applied to reimbursement cover out-of University’s expenses pocket costs and thereafter divided 75% (seventy-five) percent to the Company and 25% (twenty-five) percent to Hadasit. 10.5. For the removal of doubt, Hadasit shall not itself be obliged to take any action to defend any action as referred to in bringing this Section 10, save as set forth in Sections 10.2 and 10.3. 10.6. If the Company fails to take action to defend any action as aforesaid, within 60 (sixty) days after having been duly served with such suit lawsuit and/or receiving notice from Hadasit in respect thereof (or proceeding (including expertwithin a shorter period, attorneys and court feesif required to preserve the legal rights of Hadasit and/or HMO under applicable law), then Hadasit shall have the right (but not the obligation) to take such action at its expense and the balance Company shall cooperate in the investigation and defense of such action, at Hadasit’s expense and, if required under applicable law or contract, consent to be named as a party to any such action. Hadasit shall have full control of such action and shall have full authority to settle such action on such terms as Hadasit shall determine. Any recovery in any such litigation shall be distributed between University and Licensee at a ratio for the account of 65:35 in all cases which do not result in a sub-licence to a third party. If a suit or proceedings result in a sub-licence to a third party, then any recovery, whether by judgment, award, decree, or settlement, shall first be applied to reimbursement of University’s expenses in bringing such suit or proceeding (including expert, attorneys and court fees), and the balance to be paid to Licensee, provided that such balance shall be shared between University and Licensee according to the provisions in Clause 5.3 hereinHadasit only.

Patent Infringement. 9.1 If either Party learns Indemnity. Caregility will defend, at its own expense, any claim, suit or proceeding brought against Customer to the extent it is based upon a claim that any product sold by Caregility to Customer infringes upon any patent, copyright or trade secret of the infringement of a Prospective Patent, in any jurisdiction within the Territory, third party. Customer agrees that it shall so inform the other Party promptly notify Caregility in writing, including writing of any evidence of such infringementclaim or action and give Caregility full information and assistance in connection therewith. University may not notify a third party of the infringement of a Prospective Patent, save for its legal advisers, without first obtaining written consent of Licensee, which consent shall not be unreasonably denied or delayed. Both Parties shall use their reasonable commercial efforts in cooperation with each other to terminate such infringement. 9.2 Licensee Caregility shall have the sole right, but not right to control the obligation, to institute, prosecute defense of any such claim or action and control any action, suit or proceeding to enforce the Prospective Patent with respect to infringement of the Prospective Patent and to defend any declaratory judgment with respect thereto, in each case within the Territory (“Action”). University hereby agrees to assist and cooperate with Licensee, at Licensee’s expense (including payment for University’s expert’s time, and other expenses so long as such expenses are properly documented), to enable Licensee to prosecute and maintain such Action. University’s agreement to assist Licensee includes, at Licensee’s reasonable request and when it is required by law, government regulation or court order, University’s agreement to join or to procure its Affiliates to join as a nominal party to achieve sufficient legal standing for Licensee to prosecute and maintain such Action provided that, if University participates in the Action only as a nominal party, University shall have no responsibility (other than to join as a nominal party) nor be liable for any costs or expenses in relation to or arising from such Action. For clarity, such liabilities for costs or expenses shall be the responsibility of Licensee. If Licensee invites University or its Affiliates to take a more active role (other than as a nominal party) in an Action as a co-party, University shall have its sole discretion to decide joining or not and on terms to be agreed with Licensee on a case by case basis. Licensee shall have the right to settle or compromise any Action such claim or consent action. If Customer complies with the provisions hereof, Caregility will pay all damages, costs and expenses finally awarded to an adverse judgment theretothird parties against Customer in such action. If a product sold to Customer, or in Caregility’s opinion might be, held to infringe as set forth above, Caregility may, at its option, replace or modify such product so as to avoid infringement, or procure the right for Customer to continue the use and resale of such Product. If neither of such alternatives is, in Caregility’s opinion, commercially reasonable, the infringing product shall be returned to Caregility and Caregility’s sole liability, in addition to its sole discretionobligation to reimburse awarded damages, except that Licensee may not settle costs and expense set forth above, shall be to refund the amounts paid for such action products by agreeing to the invalidation of a Prospective Patent or Customer. Limitations. Caregility will have no liability for any claim therein without University’s prior written consent. Any recovery obtained of infringement arising as a result of an Action, whether by judgment, award, decree or settlement, shall first be applied to reimbursement of Licensee’s expenses in bringing such suit or proceeding (including any attorneys, expert and court fees), and the balance shall be considered to be Net Sales Value, and subject to the royalty payments at [***]% as set forth in Clause 5, and the remaining balance shall be recovered by Licensee as damages. 9.3 Subject to Clause 9.2, if University commences or defends any suit or proceedings on its own account, University shall do so at its own expense. University shall have the right to settle any such action or consent to an adverse judgment thereto, in its sole discretion, except that University may not settle such action that may impair, damage or otherwise adversely affect the licence granted to Licensee under Clause 2.1, LicenseeCustomer’s use of such licence, a product in combination with any Licensed Productitems not supplied by Caregility, or any modification of Licensee’s rights/obligations hereundera product by Customer or third parties. Entire Liability. THE FOREGOING STATE THE ENTIRE LIABILITY OF Caregility TO CUSTOMER OR ANY SUBSEQUENT PURCHASER OR PRODUCTS CONCERNING INFRINGEMENT OR INTELLECTUAL PROPERTY RIGHT, without Licensee’s prior written consentINCLUDING BUT NOT LIMITED TO, which consent may not be unreasonably withheld or delayed. Any recovery obtained as a result of such actionPATENT, whether by judgment, award, decree, or settlement, shall first be applied to reimbursement of University’s expenses in bringing such suit or proceeding (including expert, attorneys and court fees), and the balance shall be distributed between University and Licensee at a ratio of 65:35 in all cases which do not result in a sub-licence to a third party. If a suit or proceedings result in a sub-licence to a third party, then any recovery, whether by judgment, award, decree, or settlement, shall first be applied to reimbursement of University’s expenses in bringing such suit or proceeding (including expert, attorneys and court fees), and the balance to be paid to Licensee, provided that such balance shall be shared between University and Licensee according to the provisions in Clause 5.3 hereinCOPYRIGHT AND TRADE SECRET RIGHTS.

Patent Infringement. 9.1 If either Party learns 17.1 In the event that Licensee shall learn of the infringement of a Prospective Patentany patent or right licensed under this Agreement, in any jurisdiction within the Territory, it Licensee shall so inform the other Party call Rutgers/UMDNJ's attention thereto in writing. Both parties to this Agreement agree that during the period and in a jurisdiction where Licensee has exclusive rights under this Agreement, including any evidence of such infringement. University may not neither will notify a third party of the infringement of a Prospective Patent, save for its legal advisers, any of Rutgers/UMDNJ Patent Rights or such other intellectual property rights without first obtaining written consent of Licenseethe other party, which consent shall not be unreasonably denied or delayedwithheld. Both Parties parties shall use their reasonable commercial best efforts in cooperation with each other to terminate such infringementinfringement without litigation. Rutgers/UMDNJ shall have the first option to undertake the enforcement of the Rutgers/UMDNJ Patent Rights, provided, however, that Licensee may join with Rutgers/UMDNJ and its counsel in prosecuting such legal action, provided, however, that if the use of counsel chosen by Rutgers/UMDNJ would present such counsel with a conflict of interest then Licensee may obtain counsel of its choice at its sole expense. 9.2 17.2 Licensee may request that Rutgers/UMDNJ take legal action against the infringement of Rutgers/UMDNJ Patent Rights licensed under this Agreement. Such request shall be made in writing and shall include reasonable evidence of such infringement and damages to Licensee. If Rutgers/UMDNJ does not commence a diligent legal challenge within sixty (60) business days after such request (or immediately in the event Licensee requests that Rutgers/UMDNJ seek provisional relief and reasonably demonstrates that such relief is required), and the infringing activity has not been abated within such time, or if at any time thereafter Rutgers/UMDNJ does not persist in such diligent legal challenge until the infringement has been abated, Licensee may, if the infringement occurred in a jurisdiction where Licensee had exclusive rights under this Agreement, have control over the prosecution of legal actions relating thereto. However, in the event Licensee elects to bring suit in accordance with this paragraph 17.2, Rutgers/UMDNJ may thereafter join with Licensee and its counsel in prosecuting such legal action, provided, however, that if the use of counsel chosen by Rutgers/UMDNJ would present such counsel with a conflict of interest then Rutgers/UMDNJ may obtain counsel of its choice at its sole expense. 17.3 Recoveries or reimbursements from any such litigation or settlement within the scope of paragraph 17.2 in a jurisdiction in which Licensee had exclusive rights under this Agreement at the time of the infringement shall be first applied to reimburse Licensee and/or Rutgers/UMDNJ for out-of-pocket litigation costs (with respect to Licensee, to the extent not theretofore credited against royalties in accordance with paragraph 17.5) and then to Rutgers/UMDNJ for any royalties past due or withheld pursuant to paragraph 17.5. Any remaining recoveries or reimbursements shall be divided between Licensee and Rutgers/UMDNJ at a rate of 15% to Rutgers/UMDNJ and 85% to Licensee. 17.4 In the event that a claim or suit is asserted or brought against Licensee alleging that the manufacture or sale of any Licensed Product by Licensee or its sublicensees, or the use of such Licensed Product by any customer of any of the foregoing, infringes proprietary rights of a third party, Licensee shall give written notice thereof to Rutgers/UMDNJ. Licensee may, in its sole discretion, modify such Licensed Product to avoid such infringement and/or may settle on terms that it deems advisable in its sole discretion, subject to paragraph 17.6. Otherwise, Licensee shall have the sole right, but not the obligation, to institutedefend any such claim or suit. In the event Licensee elects not to defend such suit, prosecute Rutgers/UMDNJ shall have the right, but not the obligation to do so at its sole expense. 17.5 [***] payable to Rutgers/UMDNJ hereunder for such country and control apply the same toward one-half of its actual, reasonable out-of-pocket litigation costs. If one half of such litigation costs in such country exceed 50% of royalties payable to Rutgers/UMDNJ in any actionyear in which such costs are incurred than the amount of such costs, expenses and amounts paid in judgement or settlement, in excess of such 50% of the royalties payable shall be carried over and credited against royalty payments in future years for such country. 17.6 Licensee shall not settle or compromise any suit in a manner that imposes any obligations or proceeding restrictions on Rutgers/UMDNJ or grants any rights to the Rutgers/UMDNJ Patent Rights without Rutgers' written permission, which permission shall not be unreasonably withheld. Rutgers/UMDNJ shall not settle or compromise any such suit in a manner that imposes any obligations or restrictions on Licensee without Licensee's written permission, which permission shall not be unreasonably withheld. 17.7 In any action to enforce any of the Prospective Rutgers/UMDNJ Patent Rights, either party, at the request and expense of the other party, shall cooperate to the fullest extent reasonably possible. This provision shall not be construed to require either party to undertake any activities, including legal discovery, at the request of any third party except as may be required by lawful process of a court of competent jurisdiction. 17.8 Notwithstanding the foregoing, with respect to infringement any country in which a third-party commences a legal action in any country in which Licensee has exclusive rights under this Agreement alleging that the practice of Rutgers/UMDNJ Patent Rights infringes the third-party's patent rights, Licensee shall withhold, pending final resolution of the Prospective Patent and to defend any declaratory judgment with respect theretolitigation, in each case within the Territory (“Action”). University hereby agrees to assist and cooperate with Licensee, at Licensee’s expense (including payment for University’s expert’s time, and other expenses so long as such expenses are properly documented), to enable Licensee to prosecute and maintain such Action. University’s agreement to assist Licensee includes, at Licensee’s reasonable request and when it is required by law, government regulation or court order, University’s agreement to join or to procure its Affiliates to join as a nominal party to achieve sufficient legal standing for Licensee to prosecute and maintain such Action provided that, if University participates in the Action only as a nominal party, University shall have no responsibility (other than to join as a nominal party) nor be liable for any costs or expenses in relation to or arising from such Action. For clarity, such liabilities for costs or expenses shall be the responsibility of Licensee. If Licensee invites University or its Affiliates to take a more active role (other than as a nominal party) in an Action as a co-party, University shall have its sole discretion to decide joining or not and on terms to be agreed with Licensee on a case by case basis. Licensee shall have the right to settle any Action or consent to an adverse judgment thereto, in its sole discretion, except that Licensee may not settle such action by agreeing to the invalidation of a Prospective Patent or any claim therein without University’s prior written consent. Any recovery obtained as a result of an Action, whether by judgment, award, decree or settlement, shall first be applied to reimbursement of Licensee’s expenses in bringing such suit or proceeding (including any attorneys, expert and court fees), and the balance shall be considered to be Net Sales Value, and subject to the royalty payments at [***]% as set forth in Clause 5, and the remaining balance shall be recovered by Licensee as damages. 9.3 Subject to Clause 9.2, if University commences or defends any suit or proceedings on its own account, University shall do so at its own expense. University shall have the right to settle any such action or consent to an adverse judgment thereto, in its sole discretion, except that University may not settle such action that may impair, damage or otherwise adversely affect the licence granted to Licensee under Clause 2.1, Licensee’s use of such licence, any Licensed Product, or any of Licensee’s rights/obligations hereunder, without Licensee’s prior written consent, which consent may not be unreasonably withheld or delayed. Any recovery obtained as a result of such action, whether by judgment, award, decree, or settlement, shall first be applied to reimbursement of University’s expenses in bringing such suit or proceeding (including expert, attorneys and court fees), and the balance shall be distributed between University and Licensee at a ratio of 65:35 in all cases which do not result in a sub-licence to a third party. If a suit or proceedings result in a sub-licence to a third party, then any recovery, whether by judgment, award, decree, or settlement, shall first be applied to reimbursement of University’s expenses in bringing such suit or proceeding (including expert, attorneys and court fees), and the balance to be paid to Licensee, provided that such balance shall be shared between University and Licensee according to the provisions in Clause 5.3 herein.

Patent Infringement. 9.1 If either Party 3.1 In the event JHU or the COMPANY shall learn of the substantial infringement of any patent included within JHU NEUROIMMUNOPHILIN PATENT RIGHTS, the party who learns of the infringement of a Prospective Patent, in any jurisdiction within the Territory, it shall so inform promptly notify the other Party party in writing, including any writing and shall provide the other party with all available evidence of such infringement. University may HOLDINGS and JHU shall use commercially reasonable efforts to eliminate such infringement without litigation. If the efforts of the parties are not notify a third party successful in eliminating the infringement within ninety (90) days after the infringer has been formally notified of the infringement of a Prospective Patentby HOLDINGS, save for its legal advisers, without first obtaining written consent of Licensee, which consent shall not be unreasonably denied or delayed. Both Parties shall use their reasonable commercial efforts in cooperation with each other to terminate such infringement. 9.2 Licensee HOLDINGS shall have the sole right, but not the obligation, to institute, prosecute and control any action, commence suit or proceeding to enforce the Prospective Patent with respect to against such infringement of the Prospective Patent and to defend any declaratory judgment with respect thereto, in each case within the Territory (“Action”). University hereby agrees to assist and cooperate with Licensee, at Licensee’s expense (including payment for University’s expert’s time, and other expenses so long as such expenses are properly documented), to enable Licensee to prosecute and maintain such Action. University’s agreement to assist Licensee includes, at Licensee’s reasonable request and when it is required by law, government regulation or court order, University’s agreement to join or to procure its Affiliates to join as a nominal party to achieve sufficient legal standing for Licensee to prosecute and maintain such Action provided that, if University participates in the Action only as a nominal party, University shall have no responsibility (other than to join as a nominal party) nor be liable for any costs or expenses in relation to or arising from such Action. For clarity, such liabilities for costs or expenses shall be the responsibility of Licensee. If Licensee invites University or its Affiliates to take a more active role (other than as a nominal party) in an Action as a co-party, University shall have its sole discretion to decide joining or not and on terms to be agreed with Licensee on a case by case basis. Licensee shall have the right to settle any Action or consent to an adverse judgment thereto, in its sole discretion, except that Licensee may not settle such action by agreeing to the invalidation of a Prospective Patent or any claim therein without University’s prior written consent. Any recovery obtained as a result of an Action, whether by judgment, award, decree or settlement, shall first be applied to reimbursement of Licensee’s expenses in bringing such suit or proceeding (including any attorneys, expert and court fees), and the balance shall be considered to be Net Sales Value, and subject to the royalty payments at [***]% as set forth in Clause 5, and the remaining balance shall be recovered by Licensee as damages. 9.3 Subject to Clause 9.2, if University commences or defends any suit or proceedings on its own account; provided that, University shall do so HOLDINGS may elect to commence any such suit prior to said ninety (90) day period. 3.2 Subject to Paragraph 3.1 above, JHU may bring suit on its own account and at its own expensecost, but only if HOLDINGS elects not to commence suit, either by formal notice or by failure by HOLDINGS to act within ninety (90) days following the end of the initial ninety (90) day period referenced in Paragraph 3.1 above. University The COMPANY shall have retain the right to settle join any such action or consent suit initiated by JHU. 3.3 If JHU is made a party through the actions of HOLDINGS to an adverse judgment thereto, in its sole discretion, except that University may not settle such action that may impair, damage or otherwise adversely affect the licence granted to Licensee under Clause 2.1, Licensee’s use of such licenceinfringement suit brought by HOLDINGS, any Licensed Productcosts, expenses or any of Licensee’s rights/obligations hereunder, without Licensee’s prior written consent, which consent may not be unreasonably withheld or delayed. Any recovery obtained fees incurred by JHU as a result of such actionaction shall be reimbursed by HOLDINGS, whether provided that nothing herein shall be deemed to require HOLDINGS to reimburse JHU for any such costs incurred by judgment, award, decree, or settlement, JHU as a result of JHU's suit on its account pursuant to Paragraph 3.2 above. *The asterisk denotes that confidential portions of this exhibit have been omitted in reliance on Rule 24b-2 of the Securities Exchange Act of 1934. The confidential portions have been submitted separately to the Securities and Exchange Commission. 3.4 Legal action to eliminate infringement and/or recover damages brought pursuant to this ARTICLE 3 shall be at the full expense of the party by whom suit is brought. All such damages actually recovered by a party hereto ("LITIGATION PROCEEDS") shall first be applied used to reimbursement of University’s reimburse each party for its expenses in bringing connection with such suit or proceeding legal action (including expertin proportion to the expenses of each party, attorneys if recovery is insufficient to cover all such expenses) and court fees)the remainder of such LITIGATION PROCEEDS (the "REMAINDER") shall be allocated 85% to the party hereto taking the lead in representing the interests of the owners of the JHU NEUROIMMUNOPHILIN PATENT RIGHTS in the action, and the balance shall be distributed between University and Licensee at a ratio of 65:35 in all cases which do not result in a sub-licence to a third party. If a suit or proceedings result in a sub-licence to a third party, then any recovery, whether by judgment, award, decree, or settlement, shall first be applied to reimbursement of University’s expenses in bringing such suit or proceeding (including expert, attorneys and court fees), and the balance to be paid to Licensee, provided that such balance shall be shared between University and Licensee according 15% to the provisions other party hereto. 3.5 Each party agrees to cooperate with the other in Clause 5.3 hereinlitigation proceedings. Either party may be represented at its own expense by counsel of its choice in any suit.

Patent Infringement. 9.1 (a) If either Party LICENSEE learns of any substantial infringement or challenge of Patent Rights, LICENSEE shall so inform UNIVERSITY and provide UNIVERSITY with reasonable evidence of the infringement of a Prospective Patent, in prior to taking any jurisdiction within the Territory, it legal action. LICENSEE shall so inform the other Party in writing, including any evidence of such infringement. University may not notify a third party of the infringement of a Prospective Patent, save for its legal advisers, Patent Rights without first obtaining written the consent of Licensee, which consent shall not be unreasonably denied or delayedUNIVERSITY unless LICENSEE is a co-assignee of Patent Rights. Both Parties parties shall use their reasonable commercial efforts in and cooperation with each other to terminate infringement without litigation (b) LICENSEE has the right to take legal action against such infringement. 9.2 Licensee shall have third party for the sole right, but not infringement of Patent Rights. In the obligation, event that LICENSEE elects to institute, prosecute and control any take legal action, suit or proceeding UNIVERSITY agrees to enforce the Prospective Patent with respect to infringement of the Prospective Patent cooperate fully and to defend any declaratory judgment with respect thereto, participate in each case within said legal action to the Territory (“Action”). University hereby agrees to assist and cooperate with Licensee, at Licensee’s expense (including payment for University’s expert’s time, and other expenses so long as such expenses are properly documented), to enable Licensee to prosecute and maintain such Action. University’s agreement to assist Licensee includes, at Licensee’s reasonable request and when it is extent required by law, government regulation or court order, University’s agreement to join or to procure its Affiliates to join as a nominal party to achieve sufficient legal standing for Licensee to prosecute and maintain such Action provided that, if University participates in the Action only as a nominal party, University shall have no responsibility (other than to join as a nominal party) nor be liable for any costs or . Those reasonable expenses in relation to or arising from such Action. For clarity, such liabilities for costs or expenses shall be the responsibility of Licensee. If Licensee invites University or its Affiliates to take a more active role (other than as a nominal party) in an Action as a co-party, University shall have its sole discretion to decide joining or not and on terms to be agreed with Licensee on a case which are incurred by case basis. Licensee shall have the right to settle any Action or consent to an adverse judgment thereto, in its sole discretion, except that Licensee may not settle such action by agreeing to the invalidation of a Prospective Patent or any claim therein without University’s prior written consent. Any recovery obtained UNIVERSITY as a result of an Actionsaid legal action shall by reimbursed by LICENSEE. If LICENSEE elects not to take legal action, whether by judgment, award, decree or settlement, shall first be applied to reimbursement of Licensee’s expenses in bringing such UNIVERSITY may thereafter bring suit or proceeding (including any attorneys, expert and court fees), and the balance shall be considered to be Net Sales Value, and subject to the royalty payments at [***]% as set forth in Clause 5, and the remaining balance shall be recovered by Licensee as damages. 9.3 Subject to Clause 9.2, if University commences or defends any suit or proceedings on its own account, University shall do so for patent infringement at its own expense. (c) Recoveries from actions brought pursuant to Paragraph 5.2(b) shall belong to the party bringing suit. University Legal actions brought jointly by UNIVERSITY and LICENSEE and fully participated in by both shall have be at the right joint expense of the parties and all recoveries shall be shared jointly by them in proportion to settle any such action or consent to an adverse judgment thereto, the share of expense paid by each party. * CONFIDENTIAL TREATMENT REQUESTED (d) Each party shall cooperate with the other in its sole discretionlitigation proceedings at the expense of the party bringing suit. Litigation shall be controlled by the party bringing the suit, except that University UNIVERSITY may not settle such action that may impair, damage or otherwise adversely affect the licence granted to Licensee under Clause 2.1, Licensee’s use be represented by counsel of such licence, its choice in any Licensed Product, or any of Licensee’s rights/obligations hereunder, without Licensee’s prior written consent, which consent may not be unreasonably withheld or delayed. Any recovery obtained as a result of such action, whether suit brought by judgment, award, decree, or settlement, shall first be applied to reimbursement of University’s expenses in bringing such suit or proceeding (including expert, attorneys and court fees), and the balance shall be distributed between University and Licensee at a ratio of 65:35 in all cases which do not result in a sub-licence to a third party. If a suit or proceedings result in a sub-licence to a third party, then any recovery, whether by judgment, award, decree, or settlement, shall first be applied to reimbursement of University’s expenses in bringing such suit or proceeding (including expert, attorneys and court fees), and the balance to be paid to Licensee, provided that such balance shall be shared between University and Licensee according to the provisions in Clause 5.3 hereinLICENSEE.

Patent Infringement. 9.1 (a) If either Party LICENSEE learns of the any substantial infringement of a Prospective PatentPatent Rights, in any jurisdiction within the Territory, it LICENSEE shall so inform the other Party in writing, including any UNIVERSITY and provide UNIVERSITY with reasonable evidence of such the infringement. University may not Neither party shall notify a third party of the infringement of a Prospective Patent, save for its legal advisers, Patent Rights without first obtaining written the consent of Licensee, which consent shall not be unreasonably denied or delayedthe other party. Both Parties parties shall use their reasonable commercial efforts in and cooperation with each other to terminate such infringementinfringement without litigation. 9.2 Licensee shall have (b) LICENSEE may request UNIVERSITY to take legal action against such third party for the sole right, but not the obligation, to institute, prosecute and control any action, suit or proceeding to enforce the Prospective Patent with respect to infringement of Patent Rights. Such request shall be made in writing and shall include reasonable evidence of such infringement and damages to LICENSEE. If the Prospective Patent and to defend any declaratory judgment with respect theretoinfringing activity has not abated ninety (90) days following LICENSEE's request, in each case within the Territory (“Action”). University hereby agrees to assist and cooperate with Licensee, at Licensee’s expense (including payment for University’s expert’s time, and other expenses so long as such expenses are properly documented), to enable Licensee to prosecute and maintain such Action. University’s agreement to assist Licensee includes, at Licensee’s reasonable request and when it is required by law, government regulation or court order, University’s agreement to join or to procure its Affiliates to join as a nominal party to achieve sufficient legal standing for Licensee to prosecute and maintain such Action provided that, if University participates in the Action only as a nominal party, University UNIVERSITY shall have no responsibility (other than to join as a nominal party) nor be liable for any costs or expenses in relation elect to or arising from such Action. For clarity, such liabilities for costs or expenses shall be the responsibility of Licensee. If Licensee invites University or its Affiliates not to take a more active role (other than as a nominal party) in an Action as a co-party, University shall have its sole discretion to decide joining or not and on terms to be agreed with Licensee on a case by case basis. Licensee shall have the right to settle any Action or consent to an adverse judgment thereto, in its sole discretion, except that Licensee may not settle such action by agreeing to the invalidation of a Prospective Patent or any claim therein without University’s prior written consent. Any recovery obtained as a result of an Action, whether by judgment, award, decree or settlement, shall first be applied to reimbursement of Licensee’s expenses in bringing such commence suit or proceeding (including any attorneys, expert and court fees), and the balance shall be considered to be Net Sales Value, and subject to the royalty payments at [***]% as set forth in Clause 5, and the remaining balance shall be recovered by Licensee as damages. 9.3 Subject to Clause 9.2, if University commences or defends any suit or proceedings on its own account, University . UNIVERSITY shall do so give notice of its election in writing to LICENSEE by the end of the one-hundredth (100th) day after receiving notice of such request from LICENSEE. LICENSEE may thereafter bring suit for patent infringement in its own name (and in the name of UNIVERSITY if necessary) and at its own expense, if and only if UNIVERSITY elects not to commence suit and the infringement occurred in a jurisdiction where LICENSEE has an exclusive license under this Agreement. University If LICENSEE elects to bring suit, UNIVERSITY may join that suit at its own expense. (c) Recoveries from actions brought pursuant to Paragraph 5.2(b) shall belong to the party bringing suit except that in the event that LICENSEE brings suit for infringement of Patent Rights and an acceptable settlement is entered into or monetary damages are awarded in a final non-appealable judgment, UNIVERSITY shall be reimbursed for any amount which would have been due to UNIVERSITY under this Agreement if the right products sold by the infringer actually had been sold by LICENSEE. Legal actions brought jointly by UNIVERSITY and LICENSEE and fully participated in by both shall be at the joint expense of the parties and all recoveries shall be shared jointly by them in proportion to settle any such action or consent to an adverse judgment thereto, the share of expense paid by each party. (d) Each party shall cooperate with the other in its sole discretionlitigation proceedings at the expense of the party bringing suit. Litigation shall be controlled by the party bringing the suit, except that University UNIVERSITY may not settle such action that may impair, damage or otherwise adversely affect the licence granted to Licensee under Clause 2.1, Licensee’s use of such licence, any Licensed Product, or any of Licensee’s rights/obligations hereunder, without Licensee’s prior written consent, which consent may not be unreasonably withheld or delayed. Any recovery obtained as a result of such action, whether by judgment, award, decree, or settlement, shall first be applied to reimbursement of University’s expenses in bringing such suit or proceeding (including expert, attorneys and court fees), and the balance shall be distributed between University and Licensee at a ratio of 65:35 in all cases which do not result in a sub-licence to a third party. If a suit or proceedings result in a sub-licence to a third party, then any recovery, whether by judgment, award, decree, or settlement, shall first be applied to reimbursement of University’s expenses in bringing such suit or proceeding (including expert, attorneys and court fees), and the balance choose to be paid to Licensee, provided that such balance shall be shared between University and Licensee according to the provisions represented by counsel of its choice (at its expense) in Clause 5.3 hereinany suit brought by LICENSEE.