Common use of Patent Infringement Clause in Contracts

Patent Infringement. 18.1 If either party learns of infringement of potential commercial significance of any of the REGENTS' PATENT RIGHTS, it will provide the other with: (i) written notice of such infringement and (ii) any evidence of such infringement available to it (the "Infringement Notice"). Neither party will put an alleged infringer on notice of the existence of any of the REGENTS' PATENT RIGHTS without first obtaining consent of the other. Both the REGENTS and the LICENSEE will use their diligent efforts to terminate such infringement without litigation. 18.2 If the matter described in the Infringement Notice is not resolved within ninety (90) days of receipt of the Infringement Notice, then the LICENSEE may institute suit for patent infringement. The LICENSEE may not join the REGENTS as a party in such suit without the REGENTS' prior written consent. If the REGENTS joins such suit at the LICENSEE’s request or is involuntarily joined, the LICENSEE will pay all out-of-pocket costs incurred by the REGENTS arising out of such suit. 18.3 If, within a hundred and twenty (120) days of receipt of the Infringement Notice, the matter described in the Infringement Notice has not been resolved and the LICENSEE has not filed 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 that suit. 18.4 Notwithstanding anything to the contrary in this AGREEMENT, in the event that either party receives written notice of infringement under the Drug Price Competition and Patent Term Restoration Act of 1984 (and/or foreign counterparts of this Law) (“The Act”), then the party in receipt of such notice under the Act will promptly provide the Infringement Notice to the other party. If under the Act the LICENSEE will lose the right to pursue legal remedies for infringement by not filing suit, the notification period and the time period to file suit under Paragraph 18.2 will be accelerated to within forty-five (45) days from receipt of the Infringement Notice to either party. 18.5 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 will next 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 fifteen percent (15%) of the recovery if the REGENTS did not incur any litigation costs or all of the REGENTS’ litigation costs were reimbursed by LICENSEE, (ii) the REGENTS will receive thirty percent (30%) of the recovery if the REGENTS incurred any litigation costs in connection with the litigation that were not reimbursed by LICENSEE; and

Patent Infringement. 18.1 If either party learns of infringement of potential commercial significance of any of the REGENTS' PATENT RIGHTSThe Regents’ Patent Rights, it will provide the other with: with (i) written notice of such infringement and (ii) any evidence of such infringement available to it (the "Infringement Notice"). Neither party will put an alleged infringer on notice of the existence of any of the REGENTS' PATENT RIGHTS The Regents’ Patent Rights without first obtaining consent of the other. Both the REGENTS The Regents and the LICENSEE Licensee will use their diligent efforts to terminate such infringement without litigation. 18.2 If the matter described in the Infringement Notice is not resolved within ninety (90) days of receipt of the Infringement Notice, then the LICENSEE Licensee may institute suit for patent infringement. The LICENSEE Licensee may not join the REGENTS The Regents as a party in such suit without the REGENTSThe Regents' prior written consent. If the REGENTS The Regents joins such suit at the LICENSEELicensee’s request or is involuntarily joinedrequest, the LICENSEE Licensee will pay all out-of-pocket costs incurred by the REGENTS The Regents arising out of such suit. 18.3 If, within a hundred and twenty (120) days of receipt of the Infringement Notice, the matter described in the Infringement Notice has not been resolved and the LICENSEE Licensee has not filed suit against the infringer, then the REGENTS The Regents may institute suit for patent infringement against the infringer. If the REGENTS The Regents institutes such suit, then the LICENSEE Licensee may not join such suit without the REGENTSThe Regents' consent and may not thereafter commence suit against the infringer for the acts of infringement that are the subject of the REGENTSThe Regents' suit or any judgment rendered in that suit. 18.4 Notwithstanding anything to the contrary in this AGREEMENTAgreement, in the event that either party receives written notice of infringement under the Drug Price Competition and Patent Term Restoration Act of 1984 (and/or foreign counterparts of this Law) (“The Act”), then the party in receipt of such notice under the Act will shall promptly provide the Infringement Notice to the other party. If under the Act the LICENSEE Licensee will lose the right to pursue legal remedies for infringement by not filing suit, the notification period and the time period to file suit under Paragraph 18.2 will be accelerated to within forty-five (45) days from receipt of the Infringement Notice to either party. 18.5 Any recovery or settlement received in connection with any suit will first be shared by the REGENTS The Regents and the LICENSEE Licensee equally to cover any litigation costs each incurred and will next shall be paid to the REGENTS The Regents or the LICENSEE Licensee to cover any litigation costs it incurred in excess of the litigation costs of the other. In any suit initiated by the LICENSEELicensee, any recovery in excess of litigation costs will be shared between LICENSEE Licensee and the REGENTS The Regents as follows: (a) for any recovery other than amounts paid for willful infringement: (i) the REGENTS The Regents will receive fifteen percent (15%) of the recovery if the REGENTS The Regents did not incur any litigation costs or all of the REGENTSThe Regents’ litigation costs were reimbursed by LICENSEELicensee, (ii) the REGENTS The Regents will receive thirty percent (30%) of the recovery if the REGENTS The Regents incurred any litigation costs in connection with the litigation that were not reimbursed by LICENSEELicensee; andand (b) for any recovery for willful infringement, The Regents will receive fifty percent (40%) 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 18 (Patent Infringement). 18.6 Any agreement made by the Licensee for purposes of settling litigation or other dispute shall comply with the requirements of Article 4 (Sublicenses) of this Agreement.

Patent Infringement. 18.1 22.1. If either party The Regents (to the extent of the actual knowledge of the licensing professional responsible for the administration of this Agreement) or Licensee learns of infringement of potential commercial significance of any of Patent Rights then licensed under this Agreement, the REGENTS' PATENT RIGHTS, it knowledgeable party will promptly provide the other with: (i) with written notice of such infringement infringement, and (ii) any evidence of such infringement available to it (the "a “Third-Party Infringement Notice"”). Neither party As soon as reasonably practicable thereafter, the parties will put an alleged confer, and during the *** day period following the Third-Party Infringement Notice (the “***-Day Period”), they will make diligent efforts to cooperate with each other to terminate the infringement without litigation. The parties also will discuss, and tentatively agree on, a course of action to be taken (including the possibility of bringing a joint action against the infringer) if the infringement does not xxxxx within the ***-Day Period. 22.2. Unless the parties agree otherwise, in writing, during the ***-Day Period, in any jurisdiction where Licensee has exclusive Patent Rights under this Agreement, neither The Regents nor Licensee will notify a possible infringer on notice of its infringement of the existence of Patent Rights in any of the REGENTS' PATENT RIGHTS manner that would provide a basis for an action such possible infringer for declaratory judgment, without first obtaining the written consent of the otherother party, which shall not be unreasonably withheld. Both 35 ***_FivePrime 22.3. If infringing activity with respect to the REGENTS and Patent Rights has not abated within the LICENSEE will use their diligent efforts to terminate such infringement without litigation.***-Day Period: 18.2 If the matter described in the Infringement Notice is not resolved within ninety (90) days of receipt of the Infringement Notice, then the LICENSEE may institute suit for patent infringement22.3.1. The LICENSEE may not parties shall join the REGENTS as in a party in such suit without the REGENTS' prior written consent. If the REGENTS joins such suit at the LICENSEE’s request or is involuntarily joined, the LICENSEE will pay all out-of-pocket costs incurred by the REGENTS arising out of such suit. 18.3 If, within a hundred and twenty (120) days of receipt of the Infringement Notice, the matter described in the Infringement Notice has not been resolved and the LICENSEE has not filed suit against the infringer, then if they previously have agreed, in writing, to do so. 22.3.2. If the REGENTS may institute parties have not agreed to join in a suit, Licensee shall have the right to initiate suit for patent infringement against the infringer, independently, without the right to join The Regents in the suit, except in the following. If Licensee files a suit independently, and the REGENTS institutes such court in which the suit was filed rules thereafter the suit cannot proceed without the joinder of The Regents as a party, Licensee will so inform The Regents. Promptly after Licensee has so notified The Regents, The Regents may join the suit voluntarily, or Licensee may bring an action for compulsory joinder of the Regents in the suit, then and Licensee shall bear both parties’ costs of the LICENSEE may litigation. Licensee shall not join The Regents in any suit against an infringer hereunder, without The Regents’ prior written consent, except as expressly provided above. 22.3.3. If Licensee does not file suit pursuant to Paragraph 22.3.2 within *** days after the effective date of the Third-Party Infringement Notice, or if Licensee informs The Regents, in writing, that it does not intend to file such a suit, The Regents may initiate suit, and Licensee will not be entitled to join in the suit without The Regents’ written consent. 22.3.4. In any litigation instituted by a single party pursuant to this Article 22 (an “Initiating Party”), unless the REGENTS' consent and may not thereafter commence suit against parties have agreed otherwise, in writing, (a) the infringer for other party shall cooperate with the acts of infringement that are Initiating Party in the subject litigation proceedings, at the expense of the REGENTS' suit Initiating Party, (b) the Initiating Party shall control the litigation proceedings and (c) a party that joins or any judgment rendered is joined in that suit.such proceedings after they have been initiated may be represented by counsel of its choice, at its own expense. 36 ***_FivePrime 18.4 22.4. Notwithstanding anything to the contrary in this AGREEMENTAgreement, in the event that either party receives the infringement or potential infringement pertains to an issued patent included within the Patent Rights and written notice of infringement is received by Licensee or The Regents under the Drug Price Competition and Patent Term Restoration Act of 1984 (and/or foreign counterparts of this Law) (“The Act”), then the party in receipt of such notice under the Act will shall promptly provide a copy of the Infringement Notice notice to the other party. If under the Act the LICENSEE time period is such that Licensee will lose the right to pursue its legal remedies for infringement by not notifying a third party of infringement (including notification in a manner that could provide a basis for an action by the possible infringer for declaratory judgment), or by not filing suit, the notification period and the time period to file suit under Paragraph 18.2 will ***-Day Period shall be accelerated to one within forty-five (45) *** days from receipt of the Infringement Notice to either partydate of such notice under such Act. 18.5 22.5. The costs of litigation incurred in any suit filed pursuant to this Article 22, to the extent it relates to the Patent Rights (as opposed to any other proprietary or licensed rights of the a party initiating the suit) shall be allocated as follows: 22.5.1. In an action brought in accordance with Paragraph 22.3.1, each party shall bear its own costs. 22.5.2. In an action brought in accordance with Paragraph 22.3.2, Licensee shall bear all costs. 22.5.3. In an action brought in accordance with Paragraph 22.3.3 by The Regents shall bear all costs, unless Licensee joins in the suit, in which case each party shall bear its own costs. 22.6. Any recovery or settlement received in connection with any suit filed pursuant to this Article 22, to the extent it relates to the Patent Rights, will first be shared by used to reimburse the REGENTS and parties’ costs of litigation and/or assistance therewith. If the LICENSEE equally award is insufficient to cover any all litigation costs each incurred and costs, it will next be paid divided between the parties in proportion to the REGENTS or the LICENSEE to cover any litigation costs it 37 ***_FivePrime expenses incurred in excess by each party (e.g., if Licensee bore 60% of the litigation total costs of the otherlitigation, Licensee would receive 60% of the recovery or settlement). Any remainder of the award shall be allocated as follows: 22.6.1. In any suit initiated by an action brought in accordance with Paragraph 22.3.1, or an action brought in accordance with Paragraph 22.4.3 in which Licensee joins, the LICENSEEremainder shall be divided evenly between the parties. 22.6.2. In an action brought in accordance with Paragraph 22.3.2 (and for which Licensee has borne all costs of litigation), 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 did not incur any litigation costs or all of the REGENTS’ litigation costs were reimbursed by LICENSEEremainder shall belong to Licensee, (ii) the REGENTS will receive thirty and *** percent (30***%) shall belong to The Regents. 22.6.3. In an action brought in accordance with Paragraph 22.3.3 by The Regents, independently, *** percent (***%) of the recovery if remainder shall belong to The Regents. 22.7. Any agreement made by Licensee for purposes of settling litigation or other form of dispute with an infringer of the REGENTS incurred any litigation costs in connection Patent Rights shall comply with the requirements of Article 4 (Right to Grant Sublicenses), and no agreement made by The Regents for purposes of settling litigation that were not reimbursed by LICENSEE; andor another dispute with an infringer of the Patent Rights shall be inconsistent with the license granted to Licensee hereunder, unless the parties agree otherwise, in writing.

Patent Infringement. 18.1 If either party 18.1. In the event that LICENSEE learns of the substantial infringement of potential commercial significance of any of the REGENTS' ’ PATENT RIGHTSRIGHTS under this Agreement, it LICENSEE will promptly provide the other with: (i) written REGENTS with notice of such infringement and (ii) any reasonable evidence of such infringement available to it (the "“Infringement Notice"”). Neither During the period and in a jurisdiction where LICENSEE has exclusive rights under this Agreement, neither party will put an alleged infringer on notice notify a third party, including the infringer, of the existence of any of the REGENTS' PATENT RIGHTS infringement without first obtaining consent of the otherother party, which consent will not be unreasonably withheld. Both the REGENTS and the LICENSEE parties will use their diligent efforts efforts, in cooperation with each other, to terminate such infringement without litigation. 18.2 18.2. If the matter described in the Infringement Notice is infringing activity of potential commercial significance has not resolved been abated within ninety (90) days of receipt following the effective date of the Infringement Notice, then the LICENSEE may institute suit for patent infringementinfringement against the infringer. The REGENTS may voluntarily join such suit at its own expense, but may not thereafter commence suit against the infringer for the acts of infringement that are the subject of LICENSEE’s suit or any judgment rendered in that suit. LICENSEE may not join the REGENTS as in a party in such suit initiated by LICENSEE without the REGENTS' ’ prior written consent. If the If, in a suit initiated by LICENSEE, REGENTS joins such suit at the LICENSEE’s request or is involuntarily joinedjoined other than by LICENSEE, the LICENSEE will pay all out-of-pocket any costs incurred by the REGENTS arising out of such suit, including but not limited to, any legal fees of counsel that REGENTS selects and retains to represent it in the suit who shall be reasonably acceptable to LICENSEE, provided that if LICENSEE rejects two (2) of REGENTS choices of legal counsel then REGENTS may select such counsel without LICENSEE’S consent. 18.3 18.3. If, within a hundred and twenty (120) days of receipt following the effective date of the Infringement Notice, the matter described in the Infringement Notice infringing activity of potential commercial significance has not been resolved abated and the if LICENSEE has not filed 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 that suit. 18.4 Notwithstanding anything 18.4. 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 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 each party reimbursement in equal amounts of the attorney’s costs, fees, and other related expenses to the contrary extent each party paid for such costs, fees, and expenses until all such costs, fees, and expenses are consumed for each party; and b) any remaining amount shared jointly by them in this AGREEMENT, in the event that either party receives written notice of infringement under the Drug Price Competition and Patent Term Restoration Act of 1984 (and/or foreign counterparts of this Law) (“The Act”), then the party in receipt of such notice under the Act will promptly provide the Infringement Notice proportion to the other share of expenses paid by each party. If under the Act the LICENSEE , but in no event will lose the right to pursue legal remedies for infringement by not filing suit, the notification period and the time period to file suit under Paragraph 18.2 will REGENTS’ share be accelerated to within forty-five (45) days from receipt of the Infringement Notice to either party. 18.5 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 will next 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 less than amounts paid for willful infringement: (i) the REGENTS will receive fifteen ten percent (1510%) of such remaining amount if REGENTS is a party. Each party will cooperate with the recovery if other in litigation instituted hereunder but at the REGENTS did not incur any litigation costs or all expense of the REGENTS’ party on account of whom suit is brought. Such litigation costs were reimbursed will be controlled by the party bringing the action, except that REGENTS may be represented by counsel of its choice in any suit brought by LICENSEE, . 18.5. Any agreement made by LICENSEE for the purposes of settling litigation or other dispute shall comply with the requirements of Article 4 (ii) the REGENTS will receive thirty percent (30%Sublicenses) of the recovery if the REGENTS incurred any litigation costs in connection with the litigation that were not reimbursed by LICENSEE; andthis Agreement.

Patent Infringement. 18.1 If either party learns of infringement of potential commercial significance of any of the REGENTS' PATENT RIGHTS, it (a) Each Party will provide promptly notify the other with: Party in writing of (i) written notice any actual or threatened infringement or misappropriation by a Third Party of any Intellikine Patent or any Infinity Patent of which it becomes aware, as a result of such infringement and Third Party’s research, development, manufacture, use, sale, offer for sale, other commercialization or importation of Licensed Compounds or Products in the Field in the Territory, including any certification filed by a Third Party pursuant to 21 U.S.C. §355(b)(2)(A)(iv) or 355(j)(2)(A)(vii)(IV) or any notice under comparable U.S. or foreign law (a “Paragraph IV Certification”), which references the foregoing; or (ii) an actual or threatened challenge to any evidence of Intellikine Patent or Infinity Patent by a Third Party. The Parties will consult with each other through each Party’s patent attorneys to determine the response to any such infringement available to it (the "Infringement Notice"). Neither party will put an alleged infringer on notice of the existence or challenge by a Third Party of any of Intellikine Patent, including any Paragraph IV Certification which references the REGENTS' PATENT RIGHTS without first obtaining consent of the other. Both the REGENTS and the LICENSEE will use their diligent efforts to terminate such infringement without litigationforegoing (collectively “Third Party Infringement”). 18.2 (b) To the fullest extent possible under applicable law, Infinity will have the first right, but not the obligation, to initiate proceedings or take other appropriate action in connection with the Third Party Infringement as it reasonably determines appropriate, and Intellikine shall have the right, at its own expense, to be represented in any such action by counsel of its own choice. Infinity may exercise such right itself or through any Infinity Related Party. (c) If the matter described in the Infinity fails to initiate proceedings or take other appropriate action with respect to, or to terminate, Third Party Infringement Notice is not resolved of any such Intellikine Patent (i) within ninety (90) days of following Infinity’s receipt of the notice of alleged infringement or (ii) solely with respect to a Paragraph IV Certification, within forty (40) days following Infinity’s receipt of notice thereof, Intellikine shall have the right, but not the obligation, to bring and control any such action at its own expense and by counsel of its own choice, and Infinity shall have the right, at its own expense, to be represented in any such action by counsel of its own choice. (d) The Party conducting such action shall have full control over its conduct, including settlement thereof; provided, however, that, in no event shall either Party, through any court action or proceeding, any settlement arrangement or any proceeding, filing or communication with any patent office, admit the invalidity of, or otherwise impair the other Party’s rights in, any Intellikine Patent without the other Party’s prior written consent. (e) At the request of the Party controlling a Third Party Infringement Noticeaction, then the LICENSEE may institute suit for patent infringement. The LICENSEE may not join the REGENTS other Party shall provide reasonable assistance and cooperation in connection therewith, including by executing any required documents, participating in discovery (including producing laboratory notebooks and other documentation and providing access to employees or relevant persons), and joining as a party in to the action if required. The Party controlling such suit without Third Party Infringement action shall reimburse the REGENTS' prior written consent. If the REGENTS joins such suit at the LICENSEE’s request or is involuntarily joined, the LICENSEE will pay all outreasonable Out-of-pocket costs Pocket Expenses of such other Party incurred in providing such assistance within thirty (30) days after receipt of a detailed and accurate invoice therefor. (f) Unless otherwise agreed to by the Parties as part of any cost sharing arrangement, any recoveries resulting from an action relating to a claim of Third Party Infringement (after payment of Out-of-Pocket Expenses related to such action incurred by each Party) will be retained by the REGENTS arising out Party that brought and controlled such action; provided, however, that, if Infinity brought and controlled such action, any portion of such suitrecovery (after payment of each Party’s Out-of-Pocket Expenses related to such action) that is attributable to lost profits with respect to Products shall be subject to a royalty payment to Intellikine in accordance with Section 8.3 equal to the amount that would be due if such amount were Net Sales under this Agreement. 18.3 If(g) Intellikine will have the sole right, within a hundred and twenty (120) days of receipt of but not the Infringement Noticeobligation, the matter described in the Infringement Notice has not been resolved and the LICENSEE has not filed suit against the infringerto initiate proceedings or take other appropriate action, then the REGENTS may institute suit for patent infringement against the infringer. If the REGENTS institutes such suitas it reasonably determines appropriate, 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 that suit. 18.4 Notwithstanding anything to the contrary in this AGREEMENT, in the event that either party receives written notice of infringement under the Drug Price Competition and Patent Term Restoration Act of 1984 (and/or foreign counterparts of this Law) (“The Act”), then the party in receipt of such notice under the Act will promptly provide the Infringement Notice to the other party. If under the Act the LICENSEE will lose the right to pursue legal remedies for infringement by not filing suit, the notification period and the time period to file suit under Paragraph 18.2 will be accelerated to within forty-five (45) days from receipt of the Infringement Notice to either party. 18.5 Any recovery or settlement received in connection with any suit will first be shared actual or threatened infringement or misappropriation by the REGENTS a Third Party of any Intellikine Additional Patent, Intellikine Background Patent or Intellikine Other Technology at its own expense, shall have full control over its conduct, including settlement thereof, and the LICENSEE equally to cover shall retain any litigation costs each incurred and will next be paid to the REGENTS recoveries resulting from such action 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 fifteen percent (15%) of the recovery if the REGENTS did not incur any litigation costs or all of the REGENTS’ litigation costs were reimbursed by LICENSEE, (ii) the REGENTS will receive thirty percent (30%) of the recovery if the REGENTS incurred any litigation costs in connection with the litigation that were not reimbursed by LICENSEE; andproceeding.

Patent Infringement. 18.1 If either party (a) In the event that Cornell (to the extent of the actual knowledge of the licensing professional responsible for the administration of this Agreement) or LICENSEE learns of infringement of potential commercial significance of any of patent licensed under this Agreement, the REGENTS' PATENT RIGHTS, it knowledgeable party will provide the other with: (i) with written notice of such infringement and (ii) with any evidence of such infringement available to it (the "“Infringement Notice"”). Neither 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 will (including the infringer) of infringement or put an alleged infringer such third party on notice of the existence of any of the REGENTS' PATENT RIGHTS Patent Rights without first obtaining consent of the otherother which consent shall not be un-reasonably withheld. Cornell shall have the right to terminate this Agreement immediately without the obligation to provide [*] days’ 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 Patent Rights with respect to such infringement without first obtaining the written consent of Cornell. Both the REGENTS Cornell and the LICENSEE will use their diligent efforts to cooperate with each other to terminate such infringement without litigation. 18.2 (b) If infringing activity of potential commercial significance by the matter described in infringer has not been abated within [*] days following the date the Infringement Notice is not resolved within ninety (90) days of receipt of the Infringement Noticetakes effect, then the LICENSEE may institute suit for patent infringementinfringement against the infringer. The CRF and/or Cornell may voluntarily join such suit at its own expense, but may not thereafter commence suit against the infringer for the acts of infringement that are the subject of LICENSEE’s suit or any judgment rendered in that suit. LICENSEE may not join the REGENTS as CRF or Cornell in a party in such suit initiated by LICENSEE without the REGENTS' Cornell’s prior written consent. If the REGENTS joins such If, in a suit at the initiated by LICENSEE’s request , CRF or Cornell is involuntarily joinedjoined other than by LICENSEE, the LICENSEE will pay all out-of-pocket any costs incurred by the REGENTS CRF or Cornell arising out of such suit, including but not limited to, any legal fees of counsel that CRF or Cornell selects and retains to represent it in the suit. 18.3 (c) If, within a hundred and twenty [*] (120[*]) days of receipt of following the Infringement Notice, the matter described in date the Infringement Notice takes effect, infringing activity of potential commercial significance by the infringer has not been resolved abated and the if LICENSEE has not filed brought suit against the infringer, then the REGENTS CRF or Cornell may institute suit for patent infringement against the infringer. If the REGENTS CRF or Cornell institutes such suit, then the LICENSEE may not join such suit without the REGENTS' CRF’s or Cornell’s consent and may not thereafter commence suit against the infringer for the acts of infringement that are the subject of the REGENTS' CRF’s or Cornell’s suit or any judgment rendered in that suit. 18.4 Notwithstanding anything to the contrary in this AGREEMENT, in the event that either party receives written notice of infringement under the Drug Price Competition and Patent Term Restoration Act of 1984 (and/or foreign counterparts of this Lawd) (“The Act”), then the party in receipt of such notice under the Act will promptly provide the Infringement Notice to the other party. If under the Act the LICENSEE will lose the right to pursue legal remedies for infringement by not filing suit, the notification period and the time period to file suit under Paragraph 18.2 will be accelerated to within forty-five (45) days from receipt of the Infringement Notice to either party. 18.5 Any recovery or settlement received in connection with any suit will first be shared by the REGENTS Cornell or CRF and the LICENSEE equally to cover any the litigation costs each incurred incurred, and will next shall be paid to the REGENTS CRF, Cornell or the LICENSEE to cover any litigation costs it incurred in excess of the litigation costs of the other, provided that any amounts reimbursed to Cornell or CRF by LICENSEE pursuant to Section 5.2(b) above shall be deducted from amounts shared hereunder. In any suit initiated by the LICENSEE, any recovery in excess of litigation costs will be shared between LICENSEE and the REGENTS Cornell as follows: (a) for any recovery other than amounts paid for willful infringement: (i) the REGENTS Cornell will receive fifteen [*] percent (15[*]%) of the recovery if CRF or Cornell was not a party in the REGENTS litigation and did not incur any litigation costs or all of the REGENTS’ litigation costs were reimbursed by LICENSEE, costs; (ii) the REGENTS Cornell will receive thirty [*] percent (30[*]%) of the recovery if CRF or Cornell was a party in the REGENTS litigation, but did not incur any litigation costs, including the provisions of Paragraph 5.2(b) above, or (iii) Cornell will receive [*] percent ([*]%) of the recovery if CRF or Cornell incurred any litigation costs in connection with the litigation. In any suit initiated by CRF or Cornell, any recovery in excess of litigation costs will be shared between LICENSEE and Cornell or CRF as follows: (i) LICENSEE will receive [*]percent ([*]%) of the recovery if LICENSEE was not a party in the litigation and did not incur any litigation costs; (ii) LICENSEE will receive [*] percent ([*]%) of the recovery if LICENSEE was a party in the litigation, but did not incur any litigation costs, or (iii) LICENSEE will receive [*] percent ([*]%) of the recovery if LICENSEE incurred any litigation costs in connection with the litigation. CRF, 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 suit brought in compliance with this Section 5.2. (e) Any agreement made by LICENSEE for purposes of settling litigation or other dispute shall comply with the requirements of Section 2.2 (Sublicenses) of this Agreement. (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 suit is being jointly prosecuted by the parties). (g) Any litigation proceedings will be controlled by the party bringing the suit, except that were not reimbursed CRF and Cornell may be represented by counsel of its choice in any suit brought by LICENSEE; and.

Patent Infringement. 18.1 If either party learns (a) Each Party shall promptly report in writing to the other Party during the term of this Agreement any known infringement of potential commercial significance or suspected infringement of any of the REGENTS' PATENT RIGHTSPatents, it will and promptly shall provide the other with: Party with all available evidence supporting said infringement, suspected infringement, or unauthorized use or misappropriation. (ib) written notice Except as provided in Section 7.4(c) below, Xcyte shall have the right to initiate an infringement or other appropriate suit anywhere in the Territory against any third party who at any time has infringed, or is suspected of such infringement and (ii) any evidence of such infringement available to it (the "Infringement Notice"). Neither party will put an alleged infringer on notice of the existence of infringing, any of the REGENTS' PATENT RIGHTS without first obtaining consent Patents in the Field. Xcyte shall give GI sufficient advance notice of its intent to file said suit and the reasons therefor, and shall provide GI with an opportunity to make suggestions and comments regarding such suit. Xcyte shall keep GI promptly informed, and shall from time to time consult with GI regarding the status of any such suit and shall provide GI with copies of all documents filed in, and all written communications relating to, such suit. Xcyte shall have the sole and exclusive right to select counsel for any such suit and shall, except as provided below, pay all expenses of the othersuit, including without limitation attorneys’ fees and court costs. Both the REGENTS and the LICENSEE will use their diligent efforts to terminate such infringement without litigation. 18.2 If the matter described GI, in the Infringement Notice is not resolved its sole discretion, may elect, within ninety sixty (9060) days after the commencement of receipt such litigation, to contribute to the costs incurred by Xcyte in connection with such litigation and, if it so elects, any damages, royalties, settlement fees or other consideration received by Xcyte or any of its Affiliates for infringement as a result of such litigation shall be shared by Xcyte and GI pro rata based on their respective sharing of the Infringement Noticecosts of such litigation. In the event that GI elects not to contribute to the costs of such litigation, then the LICENSEE may institute suit Xcyte and/or its Sublicensees shall be entitled to retain any damages, royalties, settlement fees or other consideration for patent infringementinfringement resulting therefrom. The LICENSEE may not If necessary, GI shall join the REGENTS as a party to the suit but shall be under no obligation to participate except to the extent that such participation is required as the result of being a named party to the suit. GI shall offer reasonable assistance to Xcyte in such suit without the REGENTS' prior written consent. If the REGENTS joins such suit connection therewith at the LICENSEE’s request or is involuntarily joined, the LICENSEE will pay all no charge to Xcyte except for reimbursement of reasonable out-of-pocket expenses, incurred in rendering such assistance. GI shall have the right to participate and be represented in any such suit by its own counsel at its own expense. (c) In the event that Xcyte elects not to initiate an infringement or other appropriate suit pursuant to Section 7.4(b) above, Xcyte shall promptly advise GI of its intent not to initiate such suit, and GI shall have the right, at the expense of GI, of initiating an infringement or other appropriate suit against any third party who at any time has infringed, or is suspected of infringing, any of the Patents in the Field. GI shall have the sole and exclusive right to select counsel for any such suit and shall, except as provided below, pay all expenses of the suit including without limitation attorneys’ fees and court costs. Xcyte, in its sole discretion, may elect, within sixty (60) days after the commencement of such litigation, to contribute to the costs incurred by the REGENTS arising out GI in connection with such litigation and, if it so elects, any damages, royalties, settlement fee or other consideration received by GI or any of its Affiliates for infringement as a result of such suit. 18.3 If, within a hundred litigation shall be shared by GI and twenty (120) days of receipt Xcyte pro rata based on their respective sharing of the Infringement Notice, the matter described in the Infringement Notice has not been resolved and the LICENSEE has not filed suit against the infringer, then the REGENTS may institute suit for patent infringement against the infringercosts of such litigation. 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 that suit. 18.4 Notwithstanding anything to the contrary in this AGREEMENT, in In the event that either party receives written notice of infringement under Xcyte elects not to contribute to the Drug Price Competition and Patent Term Restoration Act of 1984 (and/or foreign counterparts of this Law) (“The Act”), then the party in receipt costs of such notice under the Act will promptly provide the Infringement Notice litigation, GI and/or its Affiliates shall be entitled to retain any damages, royalties, settlement fees or other consideration for infringement resulting therefrom. If necessary, Xcyte shall join as a party to the other partysuit but shall be under no obligation to participate except to the extent that such participation is required as a result of being a named party to the suit. If under the Act the LICENSEE will lose At GI’s request, Xcyte shall offer reasonable assistance to GI in connection therewith at no charge to GI except for reimbursement of reasonable out-of-pocket expenses incurred in rendering such assistance. Xcyte shall have the right to pursue legal remedies for infringement participate and be represented in any such suit by not filing suit, the notification period and the time period to file suit under Paragraph 18.2 will be accelerated to within forty-five (45) days from receipt of the Infringement Notice to either partyits own counsel at its own expense. 18.5 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 will next 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 fifteen percent (15%) of the recovery if the REGENTS did not incur any litigation costs or all of the REGENTS’ litigation costs were reimbursed by LICENSEE, (ii) the REGENTS will receive thirty percent (30%) of the recovery if the REGENTS incurred any litigation costs in connection with the litigation that were not reimbursed by LICENSEE; and

Patent Infringement. 18.1 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 infringement of potential commercial significance of any of patent licensed under this Agreement, the REGENTS' PATENT RIGHTS, it knowledgeable party will provide the other with: (i) with written notice of such infringement and (ii) with any evidence of such infringement available to it (the "“Infringement Notice"”). Neither party 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 put an alleged infringer on notice of the existence of any of the REGENTS' PATENT RIGHTS [ * ] or [ * ] without first obtaining consent of the other. If [ * ] without first obtaining the written consent of [ * ] and if [ * ], then [ * ] to [ * ] under [ * ] will [ * ] without the [ * ] to provide [ * ]. Both the REGENTS The Regents and the LICENSEE Licensee will use their diligent efforts to cooperate with each other to terminate such infringement without litigation. 18.2 8.2 If infringing activity of potential commercial significance by the matter described in infringer has not been abated within [ * ] following the Infringement date the infringement Notice is not resolved within ninety (90) days of receipt of the Infringement Noticetakes effect, then the LICENSEE may institute suit for patent infringement. The LICENSEE may not join the REGENTS as a party in such suit without the REGENTS' prior written consent. If the REGENTS joins such suit at the LICENSEE’s request or is involuntarily joined, the LICENSEE will pay all out-of-pocket costs incurred by the REGENTS arising out of such suit. 18.3 If, within a hundred and twenty (120) days of receipt of the Infringement Notice, the matter described in the Infringement Notice has not been resolved and the LICENSEE has not filed suit against the infringer, then the REGENTS Licensee may institute suit for patent infringement against the infringer. If the REGENTS institutes such suit, then the LICENSEE The Regents may not voluntarily join such suit without the REGENTS' consent and at its own expense, but may not thereafter commence suit against the infringer for the acts of infringement that are the subject of the REGENTS' Licensee’s suit or any judgment rendered in the suit. The Licensee may not join The Regents in a suit initiated by Licensee without [ * ]. 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 [ * ] 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. 18.4 Notwithstanding anything to the contrary in this AGREEMENT, in the event that either party receives written notice of infringement under the Drug Price Competition and Patent Term Restoration Act of 1984 (and/or foreign counterparts of this Law) (“The Act”), then the party in receipt of such notice under the Act will promptly provide the Infringement Notice to the other party. If under the Act the LICENSEE will lose the right to pursue legal remedies for infringement by not filing suit, the notification period and the time period to file suit under Paragraph 18.2 will be accelerated to within forty-five (45) days from receipt of the Infringement Notice to either party. 18.5 8.4 Any recovery or settlement received in connection with any suit will first be shared by the REGENTS The Regents and the LICENSEE Licensee equally to cover any litigation costs each incurred and will next shall be paid to the REGENTS The Regents or the LICENSEE Licensee to cover any litigation costs it incurred in excess of the litigation costs of the other. In any suit initiated by the LICENSEELicensee, any recovery in excess of litigation costs will be shared between LICENSEE Licensee and the REGENTS The Regents as follows: (a) for [ * ]. In any suit initiated by The Regents, any recovery in excess of litigation costs will [ * ]. The Regents and the Licensee agree to be bound by all determinations of patent infringement, validity and enforceability but no other than amounts paid 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 willful infringement: purposes of settling litigation or other dispute shall comply with the requirements of Article 3 (i) the REGENTS will receive fifteen percent (15%Sublicenses) of this Agreement. [ * ] = Certain confidential information contained in this document, marked by brackets, has been omitted and filed separately with the recovery if the REGENTS did not incur any litigation costs or all Securities and Exchange Commission pursuant to Rule 24b-2 of the REGENTS’ Securities Exchange Act of 1934, as amended. 8.6 Each party will cooperate with the other in litigation costs were reimbursed by LICENSEE, (ii) proceedings instituted hereunder but at the REGENTS will receive thirty percent (30%) expense of the recovery if party who initiated the REGENTS incurred suit (unless such suit is being jointly prosecuted by the parties). 8.7 Any litigation proceedings will be controlled by the party bringing the suit, except that The Regents may be represented by counsel of its choice in any litigation costs in connection with suit brought by the litigation that were not reimbursed by LICENSEE; andLicensee.

Patent Infringement. 18.1 If either In the event the IC 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 of potential commercial significance of any of shall promptly notify the REGENTS' PATENT RIGHTS, it will other party in writing and shall provide the other with: (i) written notice of such infringement and (ii) any party with all available evidence of such infringement available to it (the "Infringement Notice")infringement. Neither party will put an alleged infringer on notice of The Institution and its licensees, in cooperation with the existence of any of the REGENTS' PATENT RIGHTS without first obtaining consent of the other. Both the REGENTS and the LICENSEE will IC, shall use their diligent best efforts to terminate such eliminate the infringement without litigation. 18.2 . If the matter described efforts of the parties are not successful in eliminating the Infringement Notice is not resolved infringement within ninety (90) days of receipt after the infringer has been formally notified of the Infringement Noticeinfringement by the Institution, then the LICENSEE Institution shall have the right, after consulting with the IC, to commence suit on its own account. The IC may institute join the Institution's suit or commence its own suit. The Institution may permit its licensees to bring suit on their own account, but only if the IC and the Institution elect not to commence separately or join each other in any suit, other than as nominal party plaintiff, either by formal notice or by failure to act within the ninety (90) day period set forth in Paragraph 8.1. The IC shall retain the right to join any licensee's suit. Neither a licensee nor the Institution shall take action to compel the IC either to initiate or to join in any suit for patent infringement. The LICENSEE may not join Should the REGENTS Government be made a party to any suit by motion or any other action of a licensee or the Institution, the licensee or the Institution shall reimburse the Government for any costs, expenses, or fees which the Government incurs as a party in such suit without result of the REGENTS' prior written consent. If the REGENTS joins such suit at the LICENSEE’s request motion or is involuntarily joinedother action, the LICENSEE will pay including any and all out-of-pocket costs incurred by the REGENTS arising out of such suit. 18.3 If, within a hundred and twenty (120) days of receipt IC in opposing any joinder action. Legal action or suits to eliminate infringement or recover damages pursuant to Paragraph 8.1 shall be at the full expense of the Infringement Noticeparty by whom suit is brought. All damages recovered thereby shall first be used to reimburse each party for its expenses relating to the legal action, and the matter described remainder of the damages shall be considered Net Revenues. Each party agrees to cooperate with the other in litigation proceedings. The IC may be represented, at its expense, by counsel of its choice in any suit. This Agreement shall be construed in accordance with U.S. Federal law, as interpreted and applied by the U.S. Federal courts in the Infringement Notice has not been resolved District of Columbia. Federal law and regulations shall preempt any conflicting or inconsistent provisions in this Agreement. The Institution agrees to be subject to the jurisdiction of U.S. courts. Any controversy or any disputed claim by either party against the other arising under or related to this Agreement shall be submitted jointly to the Institution’s President or designee and to the IC official or designee for resolution. The Institution and the LICENSEE has not filed 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 IC shall be free after written decisions are the subject of the REGENTS' suit or any judgment rendered in that suit. 18.4 Notwithstanding anything to the contrary in this AGREEMENT, in the event that either party receives written notice of infringement under the Drug Price Competition and Patent Term Restoration Act of 1984 (and/or foreign counterparts of this Law) (“The Act”), then the party in receipt of such notice under the Act will promptly provide the Infringement Notice to the other party. If under the Act the LICENSEE will lose the right issued by those officials to pursue legal all administrative or judicial remedies for infringement by not filing suit, the notification period and the time period to file suit under Paragraph 18.2 will which may be accelerated to within forty-five (45) days from receipt of the Infringement Notice to either partyavailable. 18.5 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 will next 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 fifteen percent (15%) of the recovery if the REGENTS did not incur any litigation costs or all of the REGENTS’ litigation costs were reimbursed by LICENSEE, (ii) the REGENTS will receive thirty percent (30%) of the recovery if the REGENTS incurred any litigation costs in connection with the litigation that were not reimbursed by LICENSEE; and

Patent Infringement. 18.1 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 infringement of potential commercial significance of any of patent licensed under this Agreement, the REGENTS' PATENT RIGHTS, it knowledgeable party will provide the other with: (i) with written notice of such infringement and (ii) with any evidence of such infringement available to it (the "“Infringement Notice"”). Neither During the period in which, and in the jurisdiction where, LICENSEE has any exclusive rights under Patent Rights licensed under this Agreement (including with respect to any indication in the Field), neither party will notify a third party (including the infringer) of infringement or put an alleged infringer such third party on written notice of the existence infringement of any of the REGENTS' PATENT RIGHTS Patent Rights without first obtaining consent of the other. Both the REGENTS and the LICENSEE will use their diligent efforts to terminate such infringement without litigationother party. 18.2 If the matter described (b) Except in the Infringement Notice is case of any infringement or action covered by Paragraph 5.2(d), LICENSEE shall have the first right, but not resolved within ninety (90) days of receipt of the Infringement Noticeobligation, then the LICENSEE may to institute suit for patent infringementinfringement with respect to any Patent Rights against the infringer, and to institute any defense or counterclaim in connection with any third party infringement claim concerning any Licensed Product, at LICENSEE’s sole cost and expense, using counsel of its own choice; provided that, except in the case of any infringement or action covered by Paragraph 5.2(d), LICENSEE shall not institute any such suit for patent infringement with respect to any Patent Rights without the UNIVERSITY’s prior written consent, not to be unreasonably withheld or delayed; provided, further, that LICENSEE shall not institute any such suit for patent infringement unless and until infringing activity by the infringer has not abated within […***…] following the date the Infringement Notice takes effect. The UNIVERSITY may voluntarily join (but not control) any such suit at its own expense using counsel of its own choice, but may not thereafter commence suit against the infringer for the acts of infringement that are the subject of LICENSEE’s suit or any judgment rendered in that suit. LICENSEE may not join the REGENTS as UNIVERSITY in a party in such suit initiated by LICENSEE without the REGENTS' UNIVERSITY’s prior written consent. If , with such written consent subject to the REGENTS joins such suit at approval of the UC Board of Regents and a response to the LICENSEE’s request or for such consent to be provided as promptly as possible. If, in a suit initiated by LICENSEE, UNIVERSITY is involuntarily joinedjoined other than by LICENSEE, the LICENSEE will pay all out-of-pocket any costs incurred by the REGENTS 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. In the event that, in a given country in which a Licensed Product is sold, there is infringing activity of potential commercial significance in such country with respect to Patent Rights in such country that cover the Licensed Product in the Field, which has not been abated and UNIVERSITY does not agree to join as a party in a suit proposed by LICENSEE to enforce Patent Rights against such infringement in such country, then the parties will meet and discuss a modification to LICENSEE’s obligation to pay royalties with respect to such Licensed Product in such country under this Agreement. 18.3 If, (c) If within a hundred and twenty (120) days of receipt of […***…] following the Infringement Notice, the matter described in date the Infringement Notice takes effect, infringing activity of potential commercial significance by the infringer has not been resolved abated and the if LICENSEE has not filed brought suit against the infringerinfringer and is not otherwise engaged in reasonable efforts to cause such infringement to be abated, then the REGENTS UNIVERSITY may institute suit for patent infringement against the infringerinfringer upon […***…] prior written notice to LICENSEE; provided that, at the request of LICENSEE, UNIVERSITY will first meet with LICENSEE and consider in good faith any reasons that LICENSEE believes that such a suit by UNIVERSITY may have an adverse effect. If the REGENTS UNIVERSITY institutes such suit, then the LICENSEE may not join such suit without the REGENTS' UNIVERSITY’s consent and may not thereafter commence suit against the infringer for the acts of infringement that are the subject of the REGENTS' UNIVERSITY’s suit or any judgment rendered in that suit. 18.4 Notwithstanding anything to the contrary , and UNIVERSITY will control such patent infringement suit, and also will control any counterclaims and defenses in this AGREEMENTconnection with such suit; provided however that, in the event LICENSEE did not bring suit against the infringer because of UNIVERSITY’s refusal to consent to be joined in a suit brought by LICENSEE, UNIVERSITY will not bring a suit against the infringer unless it allows LICENSEE, at LICENSEE’s expense, to join and share control of such suit (“UNIVERSITY Refusal Suit”). (d) Notwithstanding the foregoing, if either party, for UNIVERSITY, to the extent of the actual knowledge of the licensing professional responsible for the administration of this Agreement, (i) reasonably believes that either a third party may be filing or preparing or seeking to file a generic or abridged drug approval application that refers or relies on regulatory documentation submitted by LICENSEE to any Regulatory Authority, whether or not such filing may infringe the Patent Rights; (ii) receives written any notice of infringement under certification regarding the Patent Rights pursuant to the U.S. “Drug Price Competition and Patent Term Restoration Act Act” of 1984 (and/or foreign counterparts of this Law21 United States Code §355(b)(2)(A)(iv) or (j)(2)(A)(vii)(IV)) (“The ANDA Act”) claiming that any such Patent Rights are invalid or unenforceable or claiming that any such Patent Rights will not be infringed by the manufacture, use, marketing or sale of a product for which an application under the ANDA Act is filed; or (iii) receives any equivalent or similar certification or notice in any other jurisdiction, it shall (A) notify the other party in writing identifying the alleged applicant or potential applicant and furnishing the information upon which determination is based and (B) provide with a copy of any such notice of certification within […***…] of the date of receipt. LICENSEE shall have the first, right, but not the obligation, to institute suit with respect to any Patent Rights against any such third party, or its affiliate(s), then including any parent entity(ies) or subsidiary(ies), or other entities working with such third party or its affiliate(s) in connection with such ANDA filing, at LICENSEE’s sole cost and expense, using counsel of its own choice and without any requirement of obtaining the consent of UNIVERSITY to the initiation of such suit. Notwithstanding any requirements set forth in Paragraph 5.2(b) with respect to initiation of any infringement action, LICENSEE shall be permitted to initiate such action at any earlier date in order to ensure compliance with any time limit, if any, set forth in appropriate laws and regulations for filing of such actions; provided, further, that if LICENSEE fails to confirm in writing to the UNIVERSITY that LICENSEE will bring suit against the third party in providing notice of such certification within […***…] of receipt of such notice under notice, UNIVERSITY shall have the Act will promptly provide the Infringement Notice right, but shall not be obligated, to the other bring suit against such third party, in which event UNIVERSITY shall hold LICENSEE harmless from and against any and all costs and expenses of such litigation, including reasonable attorneys’ fees and expenses. If under the Act the LICENSEE will lose the right to pursue legal remedies for infringement To clarify, see Paragraph 5.4(b) regarding UNIVERSITY being joined in an action brought by not filing suit, the notification period and the time period to file suit under Paragraph 18.2 will be accelerated to within forty-five (45) days from receipt of the Infringement Notice to either partyLICENSEE. 18.5 (e) Any monetary recovery or settlement received in connection with any suit covered by this Paragraph 5.2 will first be shared by the REGENTS UNIVERSITY and the LICENSEE equally to cover any the litigation costs each incurred incurred, and will next shall be paid to the REGENTS UNIVERSITY 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 LICENSEELICENSEE under Paragraphs 5.2(b) or (d), any recovery in excess of litigation costs will be shared between LICENSEE and the REGENTS UNIVERSITY as follows: (ai) for any recovery other than amounts paid for willful infringement: (iA) the REGENTS UNIVERSITY will receive fifteen percent (15%) […***…] of the recovery if UNIVERSITY was not a party in the REGENTS litigation and did not incur any litigation costs or all of the REGENTS’ litigation costs were reimbursed by LICENSEE, costs; (iiB) the REGENTS UNIVERSITY will receive thirty percent (30%) […***…] of the recovery if UNIVERSITY was a party in the REGENTS 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 (ii) for any recovery for willful infringement, UNIVERSITY will receive […***…] of the recovery. In any suit initiated by UNIVERSITY in accordance with the terms of this Agreement, any recovery in excess of litigation costs will belong to UNIVERSITY, except that were not reimbursed in any UNIVERSITY Refusal Suit as defined in Paragraph 5.2(c), any recovery in excess of litigation costs will be shared […***…] by UNIVERSITY and […***…] by LICENSEE; and.

Patent Infringement. 18.1 If either party learns (a) Each Party will promptly notify the other of any infringement of potential commercial significance by a Third Party of any of the REGENTS' PATENT RIGHTSEnanta IP or Collaboration IP of which it becomes aware, including any “patent certification” filed in the United States under 21 U.S.C. §355(b)(2) or 21 U.S.C. §355(j)(2) or similar provisions in other jurisdictions and of any declaratory judgment, opposition, or similar action alleging the invalidity, unenforceability or non-infringement (collectively “Third Party Infringement”). (b) To the extent reasonably related to any exclusive license granted to Novartis under this Agreement, Novartis will have the first right to bring and control any legal action in connection with the Third Party Infringement at its own expense as it will provide reasonably determines appropriate, and Enanta shall have the other withright, at its own expense, to be represented in any such action by counsel of its own choice. If Novartis fails to bring an action or proceeding with respect to, or to otherwise terminate, any such infringement of any Enanta IP or Collaboration IP: (i) written notice of such infringement and (ii) any evidence of such infringement available to it (the "Infringement Notice"). Neither party will put an alleged infringer on notice of the existence of any of the REGENTS' PATENT RIGHTS without first obtaining consent of the other. Both the REGENTS and the LICENSEE will use their diligent efforts to terminate such infringement without litigation. 18.2 If the matter described in the Infringement Notice is not resolved within ninety (90) days of receipt of the Infringement Notice, then the LICENSEE may institute suit for patent infringement. The LICENSEE may not join the REGENTS as a party in such suit without the REGENTS' prior written consent. If the REGENTS joins such suit at the LICENSEE’s request or is involuntarily joined, the LICENSEE will pay all out-of-pocket costs incurred by the REGENTS arising out of such suit. 18.3 If, within a one hundred and twenty (120) days following the notice of receipt alleged infringement; or (ii) prior to twenty (20) days before the time limit, if any, set forth in the appropriate laws and regulations for the filing of such actions, whichever comes first, Enanta shall have the right, but not the obligation, upon written approval of Novartis (such approval not to be unreasonably withheld or delayed), to bring and control any such action at its own expense and by counsel of its own choice, and Novartis shall have the right, at its own expense, to be represented in any such action by counsel of its own choice; provided, however, that if Novartis notifies Enanta in writing prior to ten (10) days before such time limit for the filing of any such action that Novartis intends to file such action before the time limit, then Novartis shall be obligated to file such action before the time limit, and Enanta will not have the right to bring and control such action. (c) At the request and expense of the Infringement NoticeParty prosecuting the relevant action pursuant to Section 13.3(b), the matter described other Party shall provide reasonable assistance in connection therewith, including by executing reasonably appropriate documents, cooperating in discovery and joining as a party to the Infringement Notice has action if required. Confidential materials omitted and filed separately with the Securities and Exchange Commission. Asterisks denote such omission. 33 (d) In connection with any proceeding pursuant to Section 13.3(b), Novartis shall not been resolved and enter into any settlement admitting the LICENSEE has not filed suit against invalidity of, or otherwise impairing Enanta’s rights in, the infringer, then Enanta IP or 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 Collaboration IP without the REGENTS' prior written consent and may of Enanta, which will not thereafter commence suit against the infringer for the acts of infringement that are the subject of the REGENTS' suit be unreasonably withheld or any judgment rendered in that suitdelayed. 18.4 Notwithstanding anything (e) Any recoveries resulting from such an action relating to the contrary a claim of Third Party Infringement subject to Section 13.3(b) shall be first applied against payment of each Party’s costs and expenses in this AGREEMENT, in connection therewith. In the event that either party receives written notice of infringement under the Drug Price Competition and Patent Term Restoration Act of 1984 Novartis brought such action, any remainder will be retained by (and/or foreign counterparts of this Lawor if received by Enanta, paid to) (“The Act”)Novartis; provided, then the party in receipt however, that any portion of such notice under the Act will promptly provide the Infringement Notice remainder that is attributable to lost profits with respect to the other party. If under the Act the LICENSEE will lose the right Product shall be subject to pursue legal remedies for infringement by not filing suit, the notification period and the time period a royalty payment to file suit under Paragraph 18.2 will be accelerated to within forty-five (45) days from receipt Enanta of the Infringement Notice to either party. 18.5 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 will next 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 the event that Enanta brought any suit initiated by the LICENSEEsuch action, any recovery in excess of litigation costs will remainder shall be shared divided equally between LICENSEE Enanta 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 did not incur any litigation costs or all of the REGENTS’ litigation costs were reimbursed by LICENSEE, (ii) the REGENTS will receive thirty percent (30%) of the recovery if the REGENTS incurred any litigation costs in connection with the litigation that were not reimbursed by LICENSEE; andNovartis.

Patent Infringement. 18.1 If either 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 of potential commercial significance of any of shall promptly notify the REGENTS' PATENT RIGHTS, it will other party in writing and shall provide the other with: (i) written notice of such infringement and (ii) any party with all available evidence of such infringement available to it (the "Infringement Notice")infringement. Neither party will put an alleged infringer on notice of the existence of any of the REGENTS' PATENT RIGHTS without first obtaining consent of the other. Both the REGENTS The Institution and the LICENSEE will its licensees, in cooperation with PHS, shall use their diligent best efforts to terminate such eliminate the infringement without litigation. 18.2 . If the matter described efforts of the parties are not successful in eliminating the Infringement Notice is not resolved infringement within ninety (90) days of receipt after the infringer has been formally notified of the Infringement Noticeinfringement by the Institution, the Institution shall have the right, after consulting with PHS, to commence suit on its own account or to permit the Institution’s licensee to commence suit on the licensee’s own account. PHS may join the Institution’s suit or commence its own suit. 8.2 If neither the Institution nor its licensee (i) bring suit within one (I) year after the parties are formally notified of the existence of an infringement, or (ii) are in negotiations with the infringing party to xxxxx the infringement within such one (I) year period and either xxxxx the infringement or bring suit within an additional one (1) year period; then PHS may bring suit to xxxxx the LICENSEE may institute infringement at PUS’ sole expense. 8.3 Neither a licensee nor the Institution shall take action to compel PHS either to initiate or to join in any suit for patent infringement. The LICENSEE may not join Should the REGENTS Government be made a party to any suit by motion or any other action of a licensee or the institution, the licensee or the Institution shall reimburse the Government for any costs, expenses, or fees which the Government incurs as a party in such suit without result of the REGENTS' prior written consent. If the REGENTS joins such suit at the LICENSEE’s request motion or is involuntarily joinedother action, the LICENSEE will pay including any and all out-of-pocket costs incurred by PHS in opposing any joinder action. 8.4 Legal action or suits to eliminate infringement or recover damages pursuant to Paragraph 8.1 shall be at the REGENTS arising out full expense of such the party by whom suit is brought. All damages recovered thereby shall first be used to reimburse each party for its expenses relating to the legal action, and the remainder of the damages shall be considered Net Revenues. 8.5 Each party agrees to cooperate with the other in litigation proceedings. PHS may be represented, at its expense, by counsel of its choice in any suit. 18.3 If, within a hundred and twenty (120) days of receipt of the Infringement Notice, the matter described in the Infringement Notice has not been resolved and the LICENSEE has not filed 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 that suit. 18.4 Notwithstanding anything to the contrary in this AGREEMENT, in the event that either party receives written notice of infringement under the Drug Price Competition and Patent Term Restoration Act of 1984 (and/or foreign counterparts of this Law) (“The Act”), then the party in receipt of such notice under the Act will promptly provide the Infringement Notice to the other party. If under the Act the LICENSEE will lose the right to pursue legal remedies for infringement by not filing suit, the notification period and the time period to file suit under Paragraph 18.2 will be accelerated to within forty-five (45) days from receipt of the Infringement Notice to either party. 18.5 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 will next 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 fifteen percent (15%) of the recovery if the REGENTS did not incur any litigation costs or all of the REGENTS’ litigation costs were reimbursed by LICENSEE, (ii) the REGENTS will receive thirty percent (30%) of the recovery if the REGENTS incurred any litigation costs in connection with the litigation that were not reimbursed by LICENSEE; and

Patent Infringement. 18.1 If In the event that either party (and in the case of REGENTS, to the extent of the actual knowledge of the licensing professional responsible for administration of this Agreement) learns of the infringement of potential commercial significance of any of the REGENTS' ’ PATENT RIGHTSRIGHTS under this Agreement, it such party will promptly provide the other with: (i) written party with notice of such infringement and (ii) any reasonable evidence of such infringement available to it (the "“Infringement Notice"”). Neither During the period and in a jurisdiction where LICENSEE has exclusive rights under this Agreement, neither party will put an alleged infringer on notice notify a third party, including the infringer, of the existence of any of the REGENTS' PATENT RIGHTS infringement without first obtaining consent of the otherother party, which consent will not be unreasonably withheld; provided, however, that LICENSEE may notify any then-existing sublicensees under the relevant REGENTS’ PATENT RIGHTS of such infringement without REGENTS’ prior consent if such sublicensee is bound by obligations of confidentiality with respect to such information. Both the REGENTS and the LICENSEE parties will use their diligent efforts efforts, in cooperation with each other, to terminate such infringement without litigation. 18.2 If the matter described in the Infringement Notice is infringing activity of potential commercial significance has not resolved been abated within ninety [***] (90[***]) days of receipt following the effective date of the Infringement Notice, then the LICENSEE may institute suit for patent infringementinfringement against the infringer. The LICENSEE REGENTS may not voluntarily join the REGENTS as a party in such suit without the REGENTS' prior written consent. If the REGENTS joins such suit at its own expense, but may not thereafter commence suit against the infringer for the acts of infringement that are the subject of LICENSEE’s request suit or any judgment rendered in that suit. [***] If, in a suit initiated by LICENSEE, REGENTS is involuntarily joined, the LICENSEE will pay all out-of-pocket costs incurred by the REGENTS arising out of such suit. 18.3 joined [***]. If, within a hundred and twenty [***] (120[***]) days of receipt following the effective date of the Infringement Notice, the matter described in the Infringement Notice infringing activity of potential commercial significance has not been resolved abated and the LICENSEE has not filed 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 that suit. 4D Molecular Therapeutics LLC Exclusive License Notwithstanding the foregoing, the parties may by mutual agreement, at any time, bring and control such suit jointly against an infringer of the REGENTS’ PATENT RIGHTS, sharing costs in such manner as they may then agree. 18.3 Such legal action as is decided upon will be at the expense of the party instituting the suit pursuant to Paragraph 18.2, and all recoveries recovered thereby will [***], provided that legal action brought jointly by REGENTS and LICENSEE, and participated in by both, will be [***] and all recoveries will be allocated in the following order: (a) to each party pro rata reimbursement of the attorney’s 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 to each party; and (b) [***]. 18.4 Notwithstanding anything Each party will cooperate with the other in litigation instituted hereunder but at the expense of the party instituting the suit pursuant to Paragraph 18.2. Such litigation will be controlled by the contrary in this AGREEMENTparty instituting such suit, in but the other party may be represented by counsel of its choice. In no event that may either party receives written notice admit liability or wrongdoing on behalf of infringement under the Drug Price Competition and Patent Term Restoration Act of 1984 (and/or foreign counterparts of this Law) (“The Act”), then the other party in receipt of such notice under the Act will promptly provide the Infringement Notice to without the other party. If under the Act the LICENSEE will lose the right to pursue legal remedies for infringement by not filing suit, the notification period and the time period to file suit under Paragraph 18.2 will be accelerated to within forty-five (45) days from receipt of the Infringement Notice to either party’s prior written consent. 18.5 Any recovery agreement made by LICENSEE for the purposes of settling litigation or settlement received in connection other dispute shall comply with any suit will first be shared by the REGENTS and the LICENSEE equally to cover any litigation costs each incurred and will next be paid to the REGENTS or the LICENSEE to cover any litigation costs it incurred in excess requirements 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: Article 4 (a) for any recovery other than amounts paid for willful infringement: (i) the REGENTS will receive fifteen percent (15%Sublicenses) of the recovery if the REGENTS did not incur any litigation costs or all of the REGENTS’ litigation costs were reimbursed by LICENSEE, (ii) the REGENTS will receive thirty percent (30%) of the recovery if the REGENTS incurred any litigation costs in connection with the litigation that were not reimbursed by LICENSEE; andthis Agreement.

Patent Infringement. 18.1 If In the event that either party (and in the case of REGENTS, to the extent of the actual knowledge of the licensing professional responsible for administration of this Agreement) learns of the infringement of potential commercial significance of any of the REGENTS' PATENT RIGHTSRIGHTS under this Agreement, it such party will promptly provide the other with: (i) written party with notice of such infringement and (ii) any reasonable evidence of such infringement available to it (the "“Infringement Notice"”). Neither During the period and in a jurisdiction where LICENSEE has exclusive rights under this Agreement, neither party will put an alleged infringer on notice notify a third party, including the infringer, of the existence of any of the REGENTS' PATENT RIGHTS infringement without first obtaining consent of the otherother party, which consent will not be unreasonably withheld; provided, however, that LICENSEE may notify any then-existing sublicensees under the relevant PATENT RIGHTS of such infringement without REGENTS’ prior consent if such sublicensee is bound by obligations of confidentiality with respect to such information. Both the REGENTS and the LICENSEE parties will use their diligent efforts efforts, in cooperation with each other, to terminate such infringement without litigation. 18.2 If the matter described in the Infringement Notice is infringing activity of potential commercial significance has not resolved been abated within ninety [***] (90[***]) days of receipt following the effective date of the Infringement Notice, then the LICENSEE may institute suit for patent infringementinfringement against the infringer. The LICENSEE In accordance with the terms of the IIA, REGENTS and/or IGT may not voluntarily join the REGENTS as a party in such suit without the REGENTS' prior written consent. If the REGENTS joins such suit at its own expense, but may not thereafter commence suit against the infringer for the acts of infringement that are the subject of LICENSEE’s request suit or any judgment rendered in that suit. [***]. If, in a suit initiated by LICENSEE, REGENTS is involuntarily joined, the LICENSEE will pay all out-of-pocket costs incurred by the REGENTS arising out of such suit. 18.3 joined [***]. If, within a hundred and twenty [***] (120[***]) days of receipt following the effective date of the Infringement Notice, the matter described in the Infringement Notice infringing activity of potential commercial significance has not been resolved abated and the LICENSEE has not filed brought suit against the infringer, then the REGENTS or IGT may institute suit for patent infringement against the infringer. If the REGENTS or IGT institutes such suit, then the LICENSEE may not join such suit without the REGENTS' consent ’ or IGT’s consent, as applicable, and may not thereafter commence suit against the infringer for the acts of infringement that are the subject of the REGENTS' ’ or IGT’s suit or any judgment rendered in that suit. 4D Molecular Therapeutics LLC Exclusive License Notwithstanding the foregoing, the parties may by mutual agreement, at any time, bring and control such suit jointly against an infringer of the PATENT RIGHTS, sharing costs in such manner as they may then agree. 18.3 Such legal action as is decided upon will be at the expense of the party instituting the suit pursuant to Paragraph 18.2, and all recoveries recovered thereby will [***], provided that legal action brought jointly by REGENTS and/or IGT and LICENSEE, and participated in by each, will be [***] and all recoveries will be allocated in the following order: (a) to each party pro rata reimbursement of the attorney’s 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 to each party; and (b) [***]. 18.4 Notwithstanding anything Each party will cooperate with the other in litigation instituted hereunder but at the expense of the party instituting the suit pursuant to Paragraph 18.2. Such litigation will be controlled by the contrary in this AGREEMENTparty instituting such suit, in but the other party may be represented by counsel of its choice. In no event that may either party receives written notice admit liability or wrongdoing on behalf of infringement under the Drug Price Competition and Patent Term Restoration Act of 1984 (and/or foreign counterparts of this Law) (“The Act”), then the other party in receipt of such notice under the Act will promptly provide the Infringement Notice to without the other party. If under the Act the LICENSEE will lose the right to pursue legal remedies for infringement by not filing suit, the notification period and the time period to file suit under Paragraph 18.2 will be accelerated to within forty-five (45) days from receipt of the Infringement Notice to either party’s prior written consent. 18.5 Any recovery agreement made by LICENSEE for the purposes of settling litigation or settlement received in connection other dispute shall comply with any suit will first be shared by the REGENTS and the LICENSEE equally to cover any litigation costs each incurred and will next be paid to the REGENTS or the LICENSEE to cover any litigation costs it incurred in excess requirements 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: Article 4 (a) for any recovery other than amounts paid for willful infringement: (i) the REGENTS will receive fifteen percent (15%Sublicenses) of the recovery if the REGENTS did not incur any litigation costs or all of the REGENTS’ litigation costs were reimbursed by LICENSEE, (ii) the REGENTS will receive thirty percent (30%) of the recovery if the REGENTS incurred any litigation costs in connection with the litigation that were not reimbursed by LICENSEE; andthis Agreement.

Patent Infringement. 18.1 If either party learns of infringement of potential commercial significance of any of the REGENTS' PATENT RIGHTS, it will provide the other with: (i) written notice of such infringement and (ii) any evidence of such infringement available to it (the "Infringement Notice"). Neither party will put an alleged infringer on notice of the existence of any of the REGENTS' PATENT RIGHTS without first obtaining consent of the other. Both the REGENTS and the LICENSEE will use their diligent efforts to terminate such infringement without litigation. 18.2 If the matter described in the Infringement Notice is not resolved within ninety (90) days of receipt of the Infringement Notice, then the LICENSEE may institute suit for patent infringement. The LICENSEE may not join the REGENTS as a party in such suit without the REGENTS' prior written consent. If the REGENTS joins such suit at the LICENSEE’s request or is involuntarily joined, the LICENSEE will pay all out-of-pocket costs incurred by the REGENTS arising out of such suit. 18.3 If, within a hundred and twenty (120) days of receipt of the Infringement Notice, the matter described in the Infringement Notice has not been resolved and the LICENSEE has not filed 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 that suit.. for reference only 18.4 Notwithstanding anything to the contrary in this AGREEMENT, in the event that either party receives written notice of infringement under the Drug Price Competition and Patent Term Restoration Act of 1984 (and/or foreign counterparts of this Law) (“The Act”), then the party in receipt of such notice under the Act will promptly provide the Infringement Notice to the other party. If under the Act the LICENSEE will lose the right to pursue legal remedies for infringement by not filing suit, the notification period and the time period to file suit under Paragraph 18.2 will be accelerated to within forty-five (45) days from receipt of the Infringement Notice to either party. 18.5 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 will next 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 fifteen percent (15%) of the recovery if the REGENTS did not incur any litigation costs or all of the REGENTS’ litigation costs were reimbursed by LICENSEE, (ii) the REGENTS will receive thirty percent (30%) of the recovery if the REGENTS incurred any litigation costs in connection with the litigation that were not reimbursed by LICENSEE; and

Patent Infringement. 18.1 (a) If either party UCSD (based on actual knowledge of the licensing professional responsible for administering this Invention) or LICENSEE learns of potential infringement of potential commercial significance of any patent licensed under this Agreement, the knowledgeable party promptly will inform the other party of the REGENTS' PATENT RIGHTS, it will provide the other with: (i) written notice of such infringement and (ii) any provide evidence of such infringement available to it the knowledgeable party (the "“Infringement Notice"”). Neither In a jurisdiction where LICENSEE has exclusive rights under this Agreement, neither UNIVERSITY nor LICENSEE will notify a third party will (including the infringer) of infringement or put an alleged infringer such third pxxxx on notice of the existence of any of the REGENTS' PATENT RIGHTS Patent Rights without first obtaining consent of the other. Both UNIVERSITY and LICENSEE agree to discuss and determine how best to proceed. If LICENSEE notifies a third pxxxx of infringement or puts such third party on notice of the REGENTS existence of any Patent Rights regarding such infringement without first obtaining the written consent of UNIVERSITY and UNIVERSITY is sued for declaratory judgment (or its equivalent), UNIVERSITY will have the right to terminate this Agreement immediately, notwithstanding Paragraph 7. 1. UNIVERSITY and LICENSEE will use their diligent efforts to cooperate with each other to terminate such infringement without litigation. 18.2 . If the matter described in the Infringement Notice is such infringement has not resolved ended within ninety (90) days of receipt the effective date of the Infringement Notice, then the LICENSEE may institute suit for patent infringement. The LICENSEE may initiate suit; and, if such infringement has not join the REGENTS as a party in such suit without the REGENTS' prior written consent. If the REGENTS joins such suit at the LICENSEE’s request or is involuntarily joined, the LICENSEE will pay all out-of-pocket costs incurred by the REGENTS arising out of such suit. 18.3 If, ended within a one hundred and twenty (120) days of receipt the effective date of the Infringement Notice, the matter described in the Infringement Notice has not been resolved and the LICENSEE has not filed initiated suit, then UNIVERSITY may initiate suit. (b) Notwithstanding the foregoing: (1) UNIVERSITY may not be joined in any suit against without its prior written consent; (2) LICENSEE may not admit liability or wrongdoing on behalf of UNIVERSITY without its prior written consent; (3) Each party will cooperate with the infringerother 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 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 that suit. 18.4 Notwithstanding anything recovery to the contrary in this AGREEMENT, in the event that either party receives written notice of infringement under the Drug Price Competition and Patent Term Restoration Act of 1984 (and/or foreign counterparts of this Law) (“The Act”), then the party in receipt of such notice under the Act will promptly provide the Infringement Notice to the other party. If under the Act the LICENSEE will lose the right to pursue legal remedies for infringement by not filing suit, the notification period and the time period to file suit under Paragraph 18.2 UNIVERSITY will be accelerated greater than or equal to within forty-five (45) days from receipt of the Infringement Notice to either party. 18.5 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 will next 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 fifteen percent (15%) of the recovery if the REGENTS did not incur any net recoveries; (6) Any agreement made by LICENSEE for purposes of settling litigation costs or all of the REGENTS’ litigation costs were reimbursed by LICENSEE, (ii) the REGENTS other dispute regarding Patent Rights will receive thirty percent (30%) of the recovery if the REGENTS incurred any litigation costs in connection comply with the litigation that were requirements of Paragraph 2.2 (Sublicense); and (7) If LICENSEE or UCSD (but not reimbursed by LICENSEE; andboth) sues a third party for infringement of Patent Rights, then the non-suing pxxxx may not thereafter sxx such infringer for the acts of infringement raised in the suit.

Patent Infringement. 18.1 If either party learns of infringement of potential commercial significance of any of the The REGENTS' PATENT RIGHTS, it will provide the other with: (i) written notice of such infringement and (ii) any evidence of such infringement available to it (the "Infringement Notice"). Neither party will put an alleged infringer on notice of the existence of any of the The REGENTS' PATENT RIGHTS without first obtaining consent of the other. Both the The REGENTS and the LICENSEE will use their diligent efforts to terminate such infringement without litigation. 18.2 If the matter described in the Infringement Notice is not resolved within ninety (90) days of receipt of the Infringement Notice, then the LICENSEE may institute suit for patent infringement. The LICENSEE may not join the The REGENTS as a party in such suit without the The REGENTS' prior written consent. If the The REGENTS joins such suit at the LICENSEE’s request or is involuntarily joinedrequest, the LICENSEE will LICENSEEwill pay all out-of-pocket costs incurred by the The REGENTS arising out of such suit. 18.3 If, within a hundred and twenty (120) days of receipt of the Infringement Notice, the matter described in the Infringement Notice has not been resolved and the LICENSEE has LICENSEEhas not filed suit against the infringer, then the The REGENTS may institute suit for patent infringement against the infringer. If the The REGENTS institutes such suit, then the LICENSEE may not join such suit without the The REGENTS' consent and may not thereafter commence suit against the infringer for the acts of infringement that are the subject of the The REGENTS' suit or any judgment rendered in that suit. 18.4 Notwithstanding anything to the contrary in this AGREEMENTAgreement, in the event that either party receives written notice of infringement under the Drug Price Competition and Patent Term Restoration Act of 1984 (and/or foreign counterparts of this Law) (“The Act”), then the party in receipt of such notice under the Act will shall promptly provide the Infringement Notice to the other party. If under the Act the LICENSEE will LICENSEEwill lose the right to pursue legal remedies for infringement by not filing suit, the notification period and the time period to file suit under Paragraph 18.2 will be accelerated to within forty-five (45) days from receipt of the Infringement Notice to either party. 18.5 Any recovery or settlement received in connection with any suit will first be shared by the The REGENTS and the LICENSEE equally to cover any litigation costs each incurred and will next shall be paid to the 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 LICENSEEand The REGENTS as follows: (a) for any recovery other than amounts paid for willful infringement: (i) the The REGENTS will receive fifteen percent (15%) of the recovery if the The REGENTS did not incur any litigation costs or all of the The REGENTS’ litigation costs were reimbursed by LICENSEE, (ii) the The REGENTS will receive thirty percent (30%) of the recovery if the The REGENTS incurred any litigation costs in connection with the litigation that were not reimbursed by LICENSEE; andand (b) for any recovery for willful infringement, The REGENTS will receive fifty percent (40%) 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 18 (Patent Infringement). 18.6 Any agreement made by the LICENSEE for purposes of settling litigation or other dispute shall comply with the requirements of Article 4 (Sublicenses) of this Agreement.

Patent Infringement. 18.1 If either party learns of infringement of potential commercial significance of any of the REGENTS' PATENT RIGHTS, it will provide the other with: (i) written notice of such infringement and (ii) any evidence of such infringement available to it (the "Infringement Notice"). Neither party will put an alleged infringer on notice of the existence of any of the REGENTS' PATENT RIGHTS without first obtaining consent of the other. Both the REGENTS and the LICENSEE will use their diligent efforts to terminate such infringement without litigation. 18.2 If the matter described in the Infringement Notice is not resolved within ninety (90) days of receipt of the Infringement Notice, then the LICENSEE may institute suit for patent infringement. The LICENSEE may not join the REGENTS as a party in such suit without the The REGENTS' prior written consent. If the REGENTS joins such suit at the LICENSEE’s request or is involuntarily joined, the LICENSEE will pay all out-of-pocket costs incurred by the REGENTS arising out of such suit. 18.3 If, within a hundred and twenty (120) days of receipt of the Infringement Notice, the matter described in the Infringement Notice has not been resolved and the LICENSEE has not filed 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 that suit. 18.4 Notwithstanding anything to the contrary in this AGREEMENT, in the event that either party receives written notice of infringement under the Drug Price Competition and Patent Term Restoration Act of 1984 (and/or foreign counterparts of this Law) (“The Act”), then the party in receipt of such notice under the Act will promptly provide the Infringement Notice to the other party. If under the Act the LICENSEE will lose the right to pursue legal remedies for infringement by not filing suit, the notification period and the time period to file suit under Paragraph 18.2 will be accelerated to within forty-five (45) days from receipt of the Infringement Notice to either party. 18.5 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 will next 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 fifteen percent (15%) of the recovery if the REGENTS did not incur any litigation costs or all of the REGENTS’ litigation costs were reimbursed by LICENSEE, (ii) the REGENTS will receive thirty percent (30%) of the recovery if the REGENTS incurred any litigation costs in connection with the litigation that were not reimbursed by LICENSEE; andthe

Patent Infringement. 18.1 If either party learns of infringement of potential commercial significance of any of the REGENTS' PATENT RIGHTS, it will provide the other with: (i) written notice of such infringement and (ii) any evidence of such infringement available to it (the "Infringement Notice"). Neither party will put an alleged infringer on notice of the existence of any of the REGENTS' PATENT RIGHTS without first obtaining consent of the other. Both the REGENTS and the LICENSEE will use their diligent efforts to terminate such infringement without litigation. 18.2 If the matter described in the Infringement Notice is not resolved within ninety (90) days of receipt of the Infringement Notice, then the LICENSEE may institute suit for patent infringement. The LICENSEE may not join the REGENTS as a party in such suit without the REGENTS' prior written consent. If the REGENTS joins such suit at the LICENSEE’s request or is involuntarily joined, the LICENSEE will pay all out-of-pocket costs incurred by the REGENTS arising out of such suit. 18.3 If, within a hundred and twenty (120) days of receipt of the Infringement Notice, the matter described in the Infringement Notice has not been resolved and the LICENSEE has not filed 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 that suit. 18.4 Notwithstanding anything to the contrary in this AGREEMENT, in the event that either party receives written notice of infringement under the Drug Price Competition and Patent Term Restoration Act of 1984 (and/or foreign counterparts of this Law) (“The Act”), then the party in receipt of such notice under the Act will promptly provide the Infringement Notice to the other party. If under the Act the LICENSEE will lose the right to pursue legal remedies for infringement by not filing suit, the notification period and the time period to file suit under Paragraph 18.2 will be accelerated to within forty-five (45) days from receipt of the Infringement Notice to either party. 18.5 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 will next 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 fifteen percent (15%) of the recovery if the REGENTS did not incur any litigation costs or all of the REGENTS’ litigation costs were reimbursed by LICENSEE, (ii) the REGENTS will receive thirty percent (30%) of the recovery if the REGENTS incurred any litigation costs in connection with the litigation that were not reimbursed by LICENSEE; andand (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 18 (Patent Infringement). 18.6 Any agreement made by the LICENSEE for purposes of settling litigation or other dispute will comply with the requirements of Article 4 (Sublicenses) of this AGREEMENT.

Patent Infringement. 18.1 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 infringement of potential commercial significance of any of patent licensed under this Agreement, the REGENTS' PATENT RIGHTS, it knowledgeable party will provide the other with: (i) with written notice of such infringement and (ii) with any evidence of such infringement available to it (the "“Infringement Notice"”). Neither 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 will (including the infringer) of infringement or put an alleged infringer such third party on notice of the existence of any of the REGENTS' PATENT RIGHTS 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 UNIVERSITY and UNIVERSITY is sued in declaratory judgment, UNIVERSITY shall have the right to terminate this Agreement immediately by providing [***] days’ notice as set forth in Paragraph 7.1. Both the REGENTS UNIVERSITY and the LICENSEE will use their diligent efforts to cooperate with each other to terminate such infringement without litigation. 18.2 (b) If infringing activity of potential commercial significance by the matter described in infringer has not been abated within [***] days following the date the Infringement Notice is not resolved within ninety (90) days of receipt of the Infringement Noticetakes effect, then the LICENSEE may institute suit for patent infringementinfringement against the infringer. The UNIVERSITY may voluntarily join such suit at its own expense, but may not thereafter commence suit against the infringer for the acts of infringement that are the subject of LICENSEE’s suit or any judgment rendered in that suit. LICENSEE may not join the REGENTS as UNIVERSITY in a party in such suit initiated by LICENSEE without the REGENTS' UNIVERSITY’S prior written consent. If the REGENTS UNIVERSITY joins such a suit at the request of LICENSEE’s request or is involuntarily joined, the LICENSEE will pay all out-of-pocket any costs incurred by the REGENTS 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. 18.3 (c) If, within a hundred and twenty (120) [***] days of receipt of following the Infringement Notice, the matter described in date the Infringement Notice takes effect, infringing activity of potential commercial significance by the infringer has not been resolved abated and the if LICENSEE has not filed brought suit against the infringer, then the REGENTS UNIVERSITY may institute suit for patent infringement against the infringer. If the REGENTS UNIVERSITY institutes such suit, then the LICENSEE may not join such suit without the REGENTS' UNIVERSITY’S consent and may not thereafter commence suit against the infringer for the acts of infringement that are the subject of the REGENTS' UNIVERSITY’S suit or any judgment rendered in that suit. 18.4 (d) Notwithstanding anything to the contrary in this AGREEMENTAgreement, in the event that either party receives the infringement or potential infringement pertains to an issued patent included within the Patent Rights and written notice of infringement 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) (“The Act”), then the party in receipt of such notice under the Act will promptly (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 partyparty promptly. If under the Act time period is such that the LICENSEE will lose the right to pursue legal remedies remedy for infringement by not notifying a third party or by not filing suit, the notification period and the time period to file suit under Paragraph 18.2 will be accelerated to within forty-five (45) [***] days from receipt of the Infringement Notice date of such notice under the Act to either party. 18.5 (e) Any recovery or settlement received in connection with any suit will first be shared by the REGENTS UNIVERSITY and the LICENSEE equally equally1 to cover any the litigation costs each incurred incurred, and will next shall be paid to the REGENTS UNIVERSITY 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 LICENSEE where there is a recovery in excess of litigation costs costs, UNIVERSITY will be shared between LICENSEE and the REGENTS as follows: (a) for any recovery other than amounts paid for willful infringement: receive (i) the REGENTS will receive fifteen percent (15%) of the recovery if the REGENTS did not incur any litigation costs [***] or all of the REGENTS’ litigation costs were reimbursed by LICENSEE, (ii) [***]. (f) Any agreement made by LICENSEE for purposes of settling litigation or other dispute shall comply with the REGENTS will receive thirty percent requirements of Section 2.2 (30%Sublicenses) of the recovery if the REGENTS incurred any litigation costs in connection 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 (unless such suit is being jointly prosecuted by the parties). (h) Any litigation proceedings will be controlled by the party bringing the suit, except that were not reimbursed UNIVERSITY may be represented by counsel of its choice in any suit brought by LICENSEE; and.

Patent Infringement. 18.1 If either 3.1 Each party learns of will notify the other promptly in writing when any infringement of potential commercial significance of PATENT RIGHTS by another is uncovered or suspected. 3.2 Subject to Paragraph 3.4 below, Company shall have the first right (through itself or others) to enforce any of patent within the REGENTS' PATENT RIGHTS against any infringement or alleged infringement thereof and/or to defend any declaratory judgment action with respect thereto, and shall at all times keep JHU informed as to the status thereof. Company may, in sole judgment and at its own expense, institute suit against any such infringer or alleged infringer and control, settle, and defend such suit in a manner consistent with the terms and provisions hereof and recover, for its account, any damages, awards or settlements resulting therefrom, subject to Paragraph 3.5. This right to xxx for infringement shall not be used in an arbitrary or capricious manner. JHU shall reasonably cooperate in any such litigation at Company’s expense, including without limitation, by joining as a party plaintiff and executing such documents as Company may request. 3.3 If Company elects not to enforce any patent within the PATENT RIGHTS, then it will provide shall so notify JHU in writing within [ * ] months of receiving notice that an infringement exists, and JHU may, in its sole judgment and at its own expense, take steps to enforce any patent and control, settle, and defend such suit in a manner consistent with the other with: (i) written notice of such infringement terms and (ii) provisions hereof, and recover, for its own account, any evidence of such infringement available to it (the "Infringement Notice"). Neither party will put an alleged infringer on notice of the existence of any of the REGENTS' PATENT RIGHTS without first obtaining consent of the other. Both the REGENTS and the LICENSEE will use their diligent efforts to terminate such infringement without litigationdamages, awards or settlements resulting therefrom. 18.2 If 3.4 JHU shall have the matter described first right to enforce any patent rights granted under the JHU/NIH MELANOMA PATENT APPLICATION. Company shall only have the right to enforce patent rights granted under the JHU/NIH MELANOMA PATENT APPLICATION if both JHU and PHS elect not to enforce such rights, whether jointly or separately. In no such event shall Company take any action to compel PHS to initiate or join in the Infringement Notice is not resolved within ninety (90) days of receipt of the Infringement Notice, then the LICENSEE may institute any suit for patent infringement, except to the extent possible under the JHU/PHS agreement. The LICENSEE may not join the REGENTS Should PHS be made a party to any suit as a party in such suit without the REGENTS' prior written consent. If the REGENTS joins such suit at the LICENSEE’s request or is involuntarily joinedresult of Company action, the LICENSEE will Company shall pay all costs, fees, and expenses incurred by PHS, including all costs, fees, and expense incurred by opposing any such action. PHS shall have the right (but not the obligation) to join in any suit brought by the Company. 3.5 Any recovery by Company of compensatory (i.e., non-punitive damages net of legal fees and out-of-pocket costs incurred by the REGENTS arising out of such suit. 18.3 If, within a hundred and twenty (120) days of receipt of the Infringement Notice, the matter described in the Infringement Notice has not been resolved and the LICENSEE has not filed 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 that suit. 18.4 Notwithstanding anything to the contrary in this AGREEMENT, in the event that either party receives written notice of infringement under the Drug Price Competition and Patent Term Restoration Act of 1984 (and/or foreign counterparts of this Lawaction) (“The Act”), then the party in receipt of such notice under the Act will promptly provide the Infringement Notice to the other party. If under the Act the LICENSEE will lose the right to pursue legal remedies for infringement by not filing suit, the notification period and the time period to file suit under Paragraph 18.2 will 3.2 or 3.4 shall be accelerated deemed to within forty-five (45) days reflect loss of commercial sales, and Company shall pay to JHU the applicable royalty rate on infringing NET SALES. Infringing NET SALES shall be determined by and calculated from receipt the amount of infringing sales on which the Infringement Notice award of compensatory damages is based. With respect to either party. 18.5 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 will next 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 fifteen percent (15%) of the recovery if the REGENTS did not incur any litigation costs or all of the REGENTS’ litigation costs were reimbursed by LICENSEEpunitive damages with respect to royalty-bearing products, (ii) the REGENTS will receive thirty percent (30%) of the recovery if the REGENTS incurred any litigation costs in connection with the litigation that were not reimbursed by LICENSEE; andCompany shall pay to JHU an amount equal to [ * ] thereof.

Patent Infringement. 18.1 If either party learns of infringement of potential commercial significance of any of the REGENTS' PATENT RIGHTS, it will provide the other with: (i) written notice of such infringement and (ii) any evidence of such infringement available to it (the "Infringement Notice"). Neither party will put an alleged infringer on notice of the existence of any of the REGENTS' PATENT RIGHTS without first obtaining consent of the other. Both the REGENTS and the LICENSEE will use their diligent efforts to terminate such infringement without litigation. 18.2 If the matter described in the Infringement Notice is not resolved within ninety (90) days of receipt of the Infringement Notice, then the LICENSEE may institute suit for patent infringement. The LICENSEE may not join the REGENTS as a party in such suit without the REGENTS' prior written consent. If the REGENTS joins such suit at the LICENSEE’s request or is involuntarily joined, the LICENSEE will pay all out-of-pocket costs incurred by the REGENTS arising out of such suit. 18.3 If, within a hundred and twenty (120) days of receipt of the Infringement Notice, the matter described in the Infringement Notice has not been resolved and the LICENSEE has not filed 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 that suit. 18.4 Notwithstanding anything to the contrary in this AGREEMENT, in the event that either party receives written notice of infringement under the Drug Price Competition and Patent Term Restoration Act of 1984 (and/or foreign counterparts of this Law) (“The Act”), then the party in receipt of such notice under the Act will promptly provide the Infringement Notice to the other party. If under the Act the LICENSEE will lose the right to pursue legal remedies for infringement by not filing suit, the notification period and the time period to file suit under Paragraph 18.2 will be accelerated to within forty-five (45) days from receipt of the Infringement Notice to either party.. for reference only 18.5 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 will next 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 fifteen percent (15%) of the recovery if the REGENTS did not incur any litigation costs or all of the REGENTS’ litigation costs were reimbursed by LICENSEE, (ii) the REGENTS will receive thirty percent (30%) of the recovery if the REGENTS incurred any litigation costs in connection with the litigation that were not reimbursed by LICENSEE; and

Patent Infringement. 18.1 If either party learns Wyeth-Ayerst shall give immediate notice in writing to Neose of any known or presumed infringement of potential commercial significance in the Field in the Territory of any of the REGENTS' PATENT RIGHTS, it Neose Patents and will provide Neose its full cooperation in the other with: protection and enforcement of the Neose Patents. Any award or recovery from an infringement suit against or a settlement with such infringer shall be first applied to the reimbursement of legal fees, costs and expenses incurred by the parties and the remainder, if any, shall be divided eighty percent (i80%) to Neose and twenty percent (20%) to Wyeth-Ayerst between the parties. In any and all settlements between such alleged infringer of Neose Patents and Neose, the prior written consent thereto by Wyeth-Ayerst shall be obtained by Neose, such consent not to be unreasonably withheld. If Neose fails to either bring suit against or to enter into negotiations for a settlement with such alleged infringer of a Neose Patent within a reasonable time after written notice of the alleged infringement shall have been given to Neose by Wyeth-Ayerst, then, to the extent such an infringement occurs in a country in the Territory, Wyeth-Ayerst may seek to prevent such infringement and (ii) any evidence of in such infringement available to it (the "Infringement Notice"). Neither party will put an alleged infringer on notice country at its cost in either or both of the existence of any names of the REGENTS' PATENT RIGHTS without first obtaining consent of the other. Both the REGENTS and the LICENSEE will use their diligent efforts to terminate such infringement without litigation. 18.2 If the matter described in the Infringement Notice is not resolved within ninety (90) days of receipt of the Infringement Notice, then the LICENSEE may institute suit for patent infringement. The LICENSEE may not join the REGENTS as a party in such suit without the REGENTS' prior written consentparties hereto. If Wyeth-Ayerst commences an infringement action, Neose shall cooperate fully with Wyeth-Ayerst and any recovery obtained by Wyeth-Ayerst as the REGENTS joins such suit at result of its proceedings by court action, settlement or otherwise, shall be the LICENSEE’s request or is involuntarily joined, the LICENSEE will pay all outproperty of Wyeth-of-pocket costs incurred by the REGENTS arising out Ayerst after reimbursement of such suit. 18.3 If, within a hundred and twenty (120) days of receipt of the Infringement Notice, the matter described in the Infringement Notice has not been resolved and the LICENSEE has not filed 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 that suit. 18.4 Notwithstanding anything to the contrary in this AGREEMENT, in the event that either party receives written notice of infringement under the Drug Price Competition and Patent Term Restoration Act of 1984 (and/or foreign counterparts of this Law) (“The Act”), then the party in receipt of such notice under the Act will promptly provide the Infringement Notice to the other party. If under the Act the LICENSEE will lose the right to pursue legal remedies for infringement by not filing suit, the notification period and the time period to file suit under Paragraph 18.2 will be accelerated to within fortytwenty-five (45) days from receipt of the Infringement Notice to either party. 18.5 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 will next 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 fifteen percent (1525%) of the recovery if legal fees incurred by Neose in cooperating with Wyeth-Ayerst in such infringement action. In any and all settlements between such an alleged infringer of Neose Patents and Wyeth-Ayerst, the REGENTS did prior written consent thereto by Neose shall be obtained by Wyeth-Ayerst, such consent not incur any litigation costs or all of the REGENTS’ litigation costs were reimbursed by LICENSEE, (ii) the REGENTS will receive thirty percent (30%) of the recovery if the REGENTS incurred any litigation costs in connection with the litigation that were not reimbursed by LICENSEE; andto be unreasonably withheld.

Patent Infringement. 18.1 If either party 24.1 In the event that TRD (to the extent of the actual knowledge of the licensing professional responsible for the administration of this Agreement) or the Licensee learns of infringement of potential commercial significance of any of patent licensed under this Agreement, the REGENTS' PATENT RIGHTS, it knowledgeable party will provide the other with: (i) with written notice of such infringement and (ii) with any evidence of such infringement available to it (the "“Infringement Notice"”). Neither party During the period in which, and in the jurisdiction where, the Licensee has exclusive rights under this Agreement, neither TRD nor the Licensee will notify a possible infringer of infringement or put an alleged such infringer on notice of the existence of any of the REGENTS' PATENT RIGHTS 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 TRD and if a declaratory judgment action is filed by such infringer against TRD, then Licensee’s right to initiate a suit against such infringer for infringement under Paragraph 24.2 below will terminate immediately without the obligation of TRD to provide notice to the Licensee. Both the REGENTS TRD and the LICENSEE Licensee will use their diligent efforts to cooperate with each other to terminate such infringement without litigation. 18.2 24.2 If infringing activity of potential commercial significance by the matter described in the Infringement Notice is infringer has not resolved been abated within ninety (90) days of receipt of following the date the Infringement NoticeNotice takes effect, then the LICENSEE Licensee may institute suit for patent infringementinfringement against the infringer. TRD may voluntarily join such suit at its own expense, but may not otherwise commence suit against the infringer for the acts of infringement that are the subject of the Licensee’s suit or any judgment rendered in that suit. The LICENSEE Licensee may not join the REGENTS TRD as a party in such a suit initiated by the Licensee without the REGENTS' TRD’ prior written consent. If If, in a suit initiated by the REGENTS joins such suit at the LICENSEE’s request or Licensee, TRD is involuntarily joinedjoined other than by the Licensee, then the LICENSEE Licensee will pay all out-of-pocket any costs incurred by the REGENTS TRD arising out of such suit, including but not limited to, any legal fees of counsel that TRD selects and retains to represent it in the suit. 18.3 24.3 If, within a hundred and twenty (120) days of receipt of following the Infringement Notice, the matter described in date the Infringement Notice takes effect, infringing activity of potential commercial significance by the infringer has not been resolved abated and if the LICENSEE Licensee has not filed brought suit against the infringer, then the REGENTS TRD may institute suit for patent infringement against the infringer. If the REGENTS TRD institutes such suit, then the LICENSEE Licensee may not join such suit without the REGENTS' TRD’ consent and may not thereafter commence suit against the infringer for the acts of infringement that are the subject of the REGENTS' TRD’ suit or any judgment rendered in that suit. 18.4 Notwithstanding anything to the contrary in this AGREEMENT, in the event that either party receives written notice of infringement under the Drug Price Competition and Patent Term Restoration Act of 1984 (and/or foreign counterparts of this Law) (“The Act”), then the party in receipt of such notice under the Act will promptly provide the Infringement Notice to the other party. If under the Act the LICENSEE will lose the right to pursue legal remedies for infringement by not filing suit, the notification period and the time period to file suit under Paragraph 18.2 will be accelerated to within forty-five (45) days from receipt of the Infringement Notice to either party. 18.5 24.4 Any recovery or settlement received in connection with any suit will first be shared by the REGENTS TRD and the LICENSEE Licensee equally to cover any litigation costs each incurred and will next shall be paid to the REGENTS TRD or the LICENSEE Licensee to cover any litigation costs it incurred in excess of the litigation costs of the other. In any suit initiated by the LICENSEELicensee, any recovery in excess of litigation costs will be shared between LICENSEE Licensee and the REGENTS TRD as follows: (a) for any recovery other than amounts paid for willful infringement: (i) the REGENTS TRD will receive fifteen percent (15%) of the recovery if TRD was not a party in the REGENTS litigation and did not incur any litigation costs or all of the REGENTS’ litigation costs were reimbursed by LICENSEEcosts, (ii) the REGENTS will TRDwill receive thirty twenty-five percent (3025%) of the recovery if TRD was a party in the REGENTS litigation whether joined as a party under the provisions of Paragraph 24.2 or otherwise, but TRD did not incur any litigation costs, and (iii) TRD will receive fifty percent (50%) of the recovery if TRD incurred any litigation costs in connection with the litigation; and (b) for any recovery for willful infringement, TRD will receive fifty percent (50%) of the recovery. In any suit initiated by TRD, any recovery in excess of litigation costs will belong to TRD. TRD 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 24 (Patent Infringement). 24.5 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. 24.6 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 is being jointly prosecuted by the parties). 24.7 Any litigation proceedings will be controlled by the party bringing the suit, except that were not reimbursed TRD may be represented by LICENSEE; andcounsel of its choice in any suit brought by the Licensee.

Patent Infringement. 18.1 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 infringement of potential commercial significance of any of patent licensed under this Agreement, the REGENTS' PATENT RIGHTS, it knowledgeable party will provide the other with: (i) with written notice of such infringement and (ii) with any evidence of such infringement available to it (the "Infringement Notice"). Neither 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 will (including the infringer) of infringement or put an alleged infringer such third party on notice of the existence of any of the REGENTS' PATENT RIGHTS Patent Rights without first obtaining consent of the other. UNIVERSITY shall have the right to terminate this Agreement immediately without the obligation to provide sixty (60) days' 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 Patent Rights with respect to such infringement without first obtaining the written consent of UNIVERSITY. Both the REGENTS UNIVERSITY and the LICENSEE will use their diligent efforts to cooperate with each other to terminate such infringement without litigation. 18.2 (b) If infringing activity of potential commercial significance by the matter described in the Infringement Notice is infringer has not resolved abated within ninety (90) days of receipt of following the date the Infringement NoticeNotice takes effect, then the LICENSEE may institute suit for patent infringementinfringement against the infringer. The UNIVERSITY may voluntarily join such suit at its own expense, but may not thereafter commence suit against the infringer for the acts of infringement that are the subject of LICENSEE's suit or any judgment [*****] Raptor Pharmaceutical Corp. has requested confidential treatment of certain portions of this agreement which have been omitted and filed separately with the U.S. Securities and Exchange Commission pursuant to Rule 24b-2 under the Securities Exchange Act of 1934. rendered in that suit. LICENSEE may not join the REGENTS as UNIVERSITY in a party in such suit initiated by LICENSEE without the REGENTS' UNIVERSITY'S prior written consent. If the REGENTS joins such If, in a suit at the initiated by LICENSEE’s request or , UNIVERSITY is involuntarily joinedjoined other than by LICENSEE, the LICENSEE will pay all out-of-pocket any costs incurred by the REGENTS 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. 18.3 (c) If, within a hundred and twenty (120) days of receipt of following the Infringement Notice, the matter described in date the Infringement Notice takes effect, infringing activity of potential commercial significance by the infringer has not been resolved abated and the if LICENSEE has not filed brought suit against the infringer, then the REGENTS UNIVERSITY may institute suit for patent infringement against the infringer. If the REGENTS UNIVERSITY institutes such suit, then the LICENSEE may not join such suit without the REGENTS' UNIVERSITY'S consent and may not thereafter commence suit against the infringer for the acts of infringement that are the subject of the REGENTS' UNIVERSITY'S suit or any judgment rendered in that suit. 18.4 Notwithstanding anything to the contrary in this AGREEMENT, in the event that either party receives written notice of infringement under the Drug Price Competition and Patent Term Restoration Act of 1984 (and/or foreign counterparts of this Lawd) (“The Act”), then the party in receipt of such notice under the Act will promptly provide the Infringement Notice to the other party. If under the Act the LICENSEE will lose the right to pursue legal remedies for infringement by not filing suit, the notification period and the time period to file suit under Paragraph 18.2 will be accelerated to within forty-five (45) days from receipt of the Infringement Notice to either party. 18.5 Any recovery or settlement received in connection with any suit will first be shared by the REGENTS UNIVERSITY and the LICENSEE equally to cover any the litigation costs each incurred incurred, and will next shall be paid to the REGENTS UNIVERSITY 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 UNIVERSITY as follows: (ai) for any recovery other than amounts paid for willful infringement: (iA) the REGENTS UNIVERSITY will receive fifteen percent (15%) [*****] of the recovery if UNIVERSITY was not a party in the REGENTS litigation and did not incur any litigation costs or all of the REGENTS’ litigation costs were reimbursed by LICENSEE, costs; (iiB) the REGENTS UNIVERSITY will receive thirty percent (30%) [*****] of the recovery if UNIVERSITY was a party in the REGENTS 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 (ii) for any recovery for willful infringement, UNIVERSITY will receive [*****] of the recovery. In any suit initiated by 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 Paragraph 5.2. (e) Any agreement made by LICENSEE for purposes of settling litigation or other dispute shall comply with the requirements of Paragraph 2.2 (Sublicenses) of this Agreement. (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 suit is being jointly prosecuted by the parties). (g) Any litigation proceedings will be controlled by the party bringing the suit, except that were not reimbursed UNIVERSITY may be represented by counsel of its choice in any suit brought by LICENSEE; and.

Patent Infringement. 18.1 If either party 8.1 In the event that The Regents (to the extent of the actual knowledge of one or more of the Inventors or the licensing professional or manager responsible for the administration of this Agreement) or Licensee learns of infringement of potential commercial significance of any of patent licensed under this Agreement, the REGENTS' PATENT RIGHTS, it knowledgeable party will provide the other with: with (i) written notice of such infringement and (ii) any evidence of such infringement available to it (the "“Infringement Notice"”). Neither 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 will (including the infringer) of infringement or put an alleged such third party on notice of the existence of any Regents’ Patent Rights without first [***]. If Licensee puts such infringer on notice of the existence of any of the REGENTS' PATENT RIGHTS Regents’ Patent Rights with respect to such infringement without first obtaining consent [***] The Regents and if a declaratory judgment action is filed by such infringer against The Regents, then Licensee’s right to initiate a suit against such infringer for infringement under Section 8.2 below will terminate immediately without the obligation of the otherThe Regents to provide notice to Licensee. Both the REGENTS The Regents and the LICENSEE Licensee will use their diligent efforts to cooperate with each other to terminate such infringement without litigation. 18.2 8.2 If infringing activity of potential commercial significance by the matter described infringer, as determined in Licensee’s reasonable judgment, has not been abated within [***] days following the date the Infringement Notice is not resolved within ninety (90) days of receipt of the Infringement Noticetakes effect, then the LICENSEE may institute suit for patent infringement. The LICENSEE may not join the REGENTS as a party in such suit without the REGENTS' prior written consent. If the REGENTS joins such suit at the LICENSEE’s request or is involuntarily joined, the LICENSEE will pay all out-of-pocket costs incurred by the REGENTS arising out of such suit. 18.3 If, within a hundred and twenty (120) days of receipt of the Infringement Notice, the matter described in the Infringement Notice has not been resolved and the LICENSEE has not filed 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 [***] in a suit initiated by [***] without [***] prior written consent. [***] may join such suit without the REGENTS' consent and at its own expense, but may not thereafter commence suit against the infringer for the acts of infringement that are the subject of [***] suit or any judgment rendered in the REGENTS' suit. If [***] joins any suit initiated by [***], then [***] will pay any costs incurred by [***] arising out of such suit, including but not limited to, any verifiable out-of-pocket legal fees of counsel that [***] selects and retains to represent it in the suit. If The Regents refuses to join a suit instituted by Licensee in a country where required by law or procedure for purposes of having the right to proceed with an infringement action in such country, [***] for so long as the infringement by the third party continues unabated in such country, but only to the extent that such infringement in such country [***] the business of Licensee relating to the Licensed Products. 8.3 If, within a reasonable period of time, not to exceed [***] days following the date the Infringement Notice takes effect, infringing activity of potential commercial significance by the infringer has not been abated and if [***] has not brought suit against the infringer, then [***] institute suit for patent infringement against the infringer. If [***] institutes such suit, then Licensee may not join such suit without [***] consent and may not thereafter commence suit against the infringer for acts of infringement that are subject to [***] suit or any judgment rendered in that suit. 18.4 Notwithstanding anything to the contrary in this AGREEMENT, in the event that either party receives written notice of infringement under the Drug Price Competition and Patent Term Restoration Act of 1984 (and/or foreign counterparts of this Law) (“The Act”), then the party in receipt of such notice under the Act will promptly provide the Infringement Notice to the other party. If under the Act the LICENSEE will lose the right to pursue legal remedies for infringement by not filing suit, the notification period and the time period to file suit under Paragraph 18.2 will be accelerated to within forty-five (45) days from receipt of the Infringement Notice to either party. 18.5 8.4 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 will 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 [***] will receive [***] of any recovery in excess of litigation costs and [***] will receive [***]. If the LICENSEE[***] fails to bring an infringement suit and such suit is initiated by [***], any recovery in excess of litigation costs will belong to [***]. The Regents and Licensee agree to be shared between LICENSEE 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 [***] involving a Sublicense to an infringer under Regents’ Patent Rights for purposes of settling litigation or other dispute shall comply with the REGENTS as follows: requirements of Article 3 (a) for any recovery other than amounts paid for willful infringement: (i) the REGENTS will receive fifteen percent (15%SUBLICENSES) of this Agreement. For clarity, [***] is not permitted to [***], and [***] will not have the recovery right to grant rights under Regents’ Patent Rights in the Field of Use to settle infringement litigation if [***] are pursuing an infringer on their own during the REGENTS did not incur any term of this Agreement. 8.6 Each party will cooperate with the other in litigation costs or all proceedings instituted hereunder but at the expense of the REGENTS’ party who initiated the suit (unless such suit is being jointly prosecuted by the parties). 8.7 Any litigation costs were reimbursed proceedings will be controlled by LICENSEEthe party bringing the suit, (ii) the REGENTS will receive thirty percent (30%) except that [***] may be represented by counsel of the recovery if the REGENTS incurred its choice in any litigation costs in connection with the litigation that were not reimbursed suit brought by LICENSEE; and[***].

Patent Infringement. 18.1 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 infringement of potential commercial significance of any of patent licensed under this Agreement, the REGENTS' PATENT RIGHTS, it knowledgeable party will provide the other with: (i) with written notice of such infringement and (ii) with any evidence of such infringement available to it (the "“Infringement Notice"”). Neither party will During the period in which, and in the jurisdiction where, the Licensee has exclusive rights under this Agreement, neither The Regents 258457997 v1 18 nor the Licensee will, during a period of […*…] ([…*…]) days after an Infringement Notice, notify a possible infringer of infringement or put an alleged such infringer on notice of the existence of any of the REGENTS' PATENT RIGHTS Patent Rights without first obtaining consent of the other. If either Party 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 other Party during such […*…] ([…*…]) day period, and if a declaratory judgment action is filed by such infringer against The Regents, then the Party that put such infringer on notice shall lose its right to initiate a suit against such infringer for infringement under Paragraph 22.2 or 22.3 below, as applicable, immediately without the obligation of notice. Both the REGENTS The Regents and the LICENSEE Licensee will use their diligent efforts to cooperate with each other and to terminate such infringement without litigationlitigation if reasonably possible unless otherwise agreed to in writing by the Regents and the Licensee. In the event that the infringement involves rights under 35 U.S.C. §154 as relating to a Valid Claim which is not an issued Valid Claim, the Regents and Licensee shall cooperate in issuing the proper notice of such rights to the infringer. 18.2 21.2 If infringing activity by the matter described in infringer has not been abated within […*…] ([…*…]) days following the date the Infringement Notice is not resolved within ninety (90) days of receipt of the Infringement Noticetakes effect, then the LICENSEE Licensee may institute commence and control a suit for patent infringementinfringement against the infringer and control a defense against a declaratory judgment action. To the extent required by law (i.e. in order for the Licensee to have standing in a court of competent jurisdiction), The Regents agree to be joined as a party to an action under this Section 22.1 if the Licensee so requests and if approved by the UC Board of Regents; provided that the Licensee agrees to reimburse The Regents for any and all expenses of litigation (including attorneys’ fees) incurred by The Regents in connection with such action. Additionally, the Regents may voluntarily join such suit at its own expense, but may not otherwise confluence suit against the infringer for the acts of infringement that are the subject of the Licensee’s suit or any judgment rendered in that suit. The LICENSEE Licensee may not join the REGENTS The Regents as a party in such a suit initiated by the Licensee without the REGENTS' Regents’ prior written consent, such consent subject to the approval of the UC Board of Regents. If If, in a suit initiated by the REGENTS joins such suit at the LICENSEE’s request or Licensee, The Regents is involuntarily joinedjoined other than by the Licensee, then the LICENSEE Licensee will pay all out-of-pocket any costs incurred by the REGENTS 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 21.3 If, within a hundred and twenty […*…] (120[…*…]) days of receipt of following the Infringement Notice, the matter described in date the Infringement Notice takes effect, infringing activity by the infringer has not been resolved abated and if the LICENSEE Licensee has not filed brought suit against the infringer, then the REGENTS The Regents may institute suit for patent infringement against the infringerinfringer at its sole cost and expense. If the REGENTS The Regents institutes such suit, then the LICENSEE Licensee may not join such suit without the REGENTS' The Regents’ consent and may not thereafter commence suit against the infringer for the acts of infringement that are the subject of the REGENTS' The Regents’ suit or any judgment rendered in that suit. The Regents may not join the Licensee as a party in a suit initiated by The Regents without the Licensee’s prior written consent. 18.4 21.4 Notwithstanding anything to the contrary in this AGREEMENTAgreement, in the event that either party receives the infringement or potential infringement pertains to an issued patent included within the Patent Rights and written notice of infringement is given under the Drug Price Competition and Patent Term Restoration Act of 1984 (and/or foreign counterparts of this Law) (“The Act”), then the party in receipt of such notice under the Act will promptly (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 provide the Infringement Notice to the other partyparty promptly. If under the Act time period is such that the LICENSEE Licensee will lose the right to pursue legal remedies remedy for infringement by not notifying a third party or by not filing suit, the notification period and the time period to file suit under Paragraph 18.2 will be accelerated to within forty-five […*…] (45[…*…]) days from receipt of the Infringement Notice date of such notice under the Act to either party.. 258457997 v1 19 18.5 21.5 Any recovery or settlement received in connection with any suit will first be shared by the REGENTS The Regents and the LICENSEE Licensee equally to cover any litigation costs each incurred and will next shall be paid to the REGENTS The Regents or the LICENSEE Licensee to cover any litigation costs it incurred in excess of the litigation costs of the other. In any suit initiated by the LICENSEELicensee, any recovery in excess of litigation costs will be shared between LICENSEE Licensee and the REGENTS The Regents as follows: (a1) for any recovery other than amounts paid for willful infringement: (i) , the REGENTS Regents will receive fifteen percent […*…] % of the recovery; (152) for any recovery for willful infringement, the Licensee shall receive […*…] ([…*…] %) of the recovery if and the REGENTS did not incur any litigation costs or all Regents will receive […*…] percent ([…*…] %) of the REGENTS’ litigation costs were reimbursed recovery. In any suit initiated by LICENSEEThe Regents, (ii) the REGENTS will for recover amount other than amounts paid for willful infringement, Licensee shall receive thirty […*…] percent (30[…*…] %) of any recovery in excess of litigation costs; (2) for any recovery for willful infringement, the Licensee shall receive […*…] ([…*…] %) of the recovery if and the REGENTS incurred Regents will receive […*…] percent ([…*…] %) of the recovery 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). 21.6 Any agreement made by the Licensee for purposes of settling litigation costs in connection 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 suit is being jointly prosecuted by the parties). 21.8 Any litigation proceedings will be controlled by the party bringing the suit, except that were not reimbursed The Regents may be represented by LICENSEE; andcounsel of its choice in any suit brought by the Licensee.

Patent Infringement. 18.1 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 infringement of potential commercial significance of any of patent licensed under this Agreement, the REGENTS' PATENT RIGHTS, it knowledgeable party will provide the other with: (i) with written notice of such infringement and (ii) with any evidence of such infringement available to it (the "Infringement Notice"). Neither 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 will (including the infringer) of infringement or put an alleged infringer such third party on notice of the existence of any of the REGENTS' PATENT RIGHTS Patent Rights without first obtaining consent of the other. Both If LICENSEE notifies a third party of infringement or puts such third party on notice of the REGENTS existence of any Patent Rights with respect to such infringement without first obtaining the written consent of UNIVERSITY and UNIVERSITY is sued in declaratory judgment, UNIVERSITY shall have the right to terminate this Agreement immediately without the obligation to provide sixty (60) days' notice as set forth in Paragraph 7.1. UNIVERSITY and LICENSEE will use their diligent efforts to cooperate with each other to terminate such infringement without litigation. 18.2 If (b) During the matter described period in which, and in the Infringement Notice is jurisdiction where, LICENSEE has exclusive rights under this Agreement, if infringing activity of potential commercial significance by the infringer has not resolved been abated within ninety (90) days of receipt of following the date the Infringement NoticeNotice takes effect, then the LICENSEE may institute suit for patent infringementinfringement against the infringer. The UNIVERSITY and/or UOS may voluntarily join such suit at its own expense, but may not thereafter commence suit against the infringer for the acts of infringement that are the subject of LICENSEE's suit or any judgment rendered in that suit. LICENSEE may not join the REGENTS as UNIVERSITY in a party in such suit initiated by LICENSEE without the REGENTS' UNIVERSITY'S prior written consent. If the REGENTS joins such LICENSEE may not join UOS in a suit at the initiated by LICENSEE without UOS'S prior written consent. If, in a suit initiated by LICENSEE’s request or , UNIVERSITY and/or UOS is involuntarily joinedjoined other than by LICENSEE, the LICENSEE will pay all out-of-pocket any costs incurred by the REGENTS UNIVERSITY and UOS arising out of such suit., including but not limited to, any legal fees of counsel that UNIVERSITY or UOS selects and retains to represent it in the suit, 18.3 (c) If, within a hundred and twenty (12012U) days of receipt of following the Infringement Notice, the matter described in date the Infringement Notice takes effect, infringing activity of potential commercial significance by the infringer has not been resolved abated and the if LICENSEE has not filed brought suit against the infringer, then UNIVERSITY or the REGENTS UOS may institute suit for patent infringement against the infringer. If the REGENTS UNIVERSITY institutes such suit, then the LICENSEE may not join such suit without the REGENTS' 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. If UOS institutes such suit, LICENSEE may not join such suit without UOS's consent and may not thereafter commence suit against the REGENTS' infringer for the acts of infringement that are the subject of UOS's suit or any judgment rendered in that suit. 18.4 Notwithstanding anything to the contrary in this AGREEMENT, in the event that either party receives written notice of infringement under the Drug Price Competition and Patent Term Restoration Act of 1984 (and/or foreign counterparts of this Law) (“The Act”), then the party in receipt of such notice under the Act will promptly provide the Infringement Notice to the other party. If under the Act the LICENSEE will lose the right to pursue legal remedies for infringement by not filing suit, the notification period and the time period to file suit under Paragraph 18.2 will be accelerated to within forty-five (45) days from receipt of the Infringement Notice to either party. 18.5 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 will next 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 fifteen percent (15%) of the recovery if the REGENTS did not incur any litigation costs or all of the REGENTS’ litigation costs were reimbursed by LICENSEE, (ii) the REGENTS will receive thirty percent (30%) of the recovery if the REGENTS incurred any litigation costs in connection with the litigation that were not reimbursed by LICENSEE; and

Patent Infringement. 18.1 If either party 17.1 In the event that LO learns of the substantial infringement of potential commercial significance of any of the REGENTS' PATENT RIGHTSPatent Rights, it LO will promptly provide the other with: (i) written The Assignee with notice of such infringement and (ii) any reasonable evidence of such infringement available to it (the "“Infringement Notice"”). Neither party During the time period and in a jurisdiction where LO has exclusive rights under this Agreement, neither Party will put an alleged infringer on notice notify a third party, including the infringer, of the existence of any of the REGENTS' PATENT RIGHTS infringement without first obtaining consent of the otherother Party, which consent will not be unreasonably withheld. Both the REGENTS and the LICENSEE The Parties will use their diligent efforts efforts, in cooperation with each other, to terminate such infringement without litigation. 18.2 (a) If the matter described in the Infringement Notice is such infringing activity has not resolved been abated within ninety (90) days of receipt following the effective date of the Infringement Notice, then the LICENSEE LO may institute suit for patent infringement. The LICENSEE may not join the REGENTS as a party in such suit without the REGENTS' prior written consent. If the REGENTS joins such suit at the LICENSEE’s request or is involuntarily joined, the LICENSEE will pay all out-of-pocket costs incurred by the REGENTS arising out of such suit. 18.3 If, within a hundred and twenty (120) days of receipt of the Infringement Notice, the matter described in the Infringement Notice has not been resolved and the LICENSEE has not filed suit against the infringer, then the REGENTS may institute initiate suit for patent infringement against the infringer. If the REGENTS institutes such suit, then the LICENSEE The Assignee may not voluntarily join as a party in such suit without the REGENTS' consent and at The Assignees’ expense, but The Assignee may not thereafter commence separately initiate suit against the infringer for the acts of infringement that are the subject of LO’s suit or any judgment rendered in that suit. LO may not cause The Assignee to be joined as a party in a suit initiated by LO without The Assignees’ prior written consent. If, in a suit initiated by LO, The Assignee is involuntarily caused to be joined as a party, LO will pay any costs incurred by The Assignee arising out of such suit, including, but not limited to, any legal fees of counsel that The Assignee selects and retains to represent it in the REGENTS' suit. (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 LO has not initiated suit against the infringer, The Assignee may in its sole discretion initiate suit for patent infringement against the infringer and LO may not thereafter separately initiate suit against the infringer for the acts of infringement that are the subject of The Assignee’s suit or any judgment rendered in that suit. 18.4 Notwithstanding anything 17.3 Such suit initiated under Paragraph 16.2 will be at the expense of the initiating Party and all recoveries recovered thereby will belong to such Party, provided that suits initiated jointly by The Assignee and LO will be at the joint expense of the Parties and all recoveries 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 contrary 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 this AGREEMENTproportion to the share of expenses paid by each Party, but in the no event that either party receives written notice of infringement under the Drug Price Competition and Patent Term Restoration Act of 1984 will The Assignee’s share be less than twenty-five percent (and/or foreign counterparts of this Law25%) (“The Act”), then the party in receipt of such notice under the Act will promptly provide the Infringement Notice to the other remaining amount. The foregoing notwithstanding, if such suit is initiated by LO and The Assignee is not a party. If under the Act the LICENSEE will lose the right to pursue legal remedies for infringement by not filing suit, the notification period and the time period to file suit under Paragraph 18.2 The Assignee’s share of any recoveries will be accelerated to within fortytwenty-five percent (4525%) days from receipt of the Infringement Notice amount of such recoveries remaining after reimbursement to either party. 18.5 Any recovery or settlement received in connection with any suit will first be shared by the REGENTS LO of LO’s attorneys’ costs, fees and the LICENSEE equally to cover any litigation costs each incurred and will next be paid to the REGENTS or the LICENSEE to cover any litigation costs it incurred in excess of the litigation costs of the otherother related out-of-pocket expenses. In any suit initiated by the LICENSEEThe Assignee, any recovery will belong to The Assignee. 17.4 Each Party will cooperate with the other Party in excess litigation initiated hereunder but at the expense of the initiating Party. Such litigation costs will be shared between LICENSEE and controlled by the REGENTS as follows: (a) initiating Party bringing the action, except that The Assignee may be represented by counsel of its choice in any suit initiated by LO. 17.5 Any agreement made by LO for any recovery the purposes of settling litigation initiated hereunder or other than amounts paid for willful infringement: (i) the REGENTS related dispute will receive fifteen percent (15%) of the recovery if the REGENTS did not incur any litigation costs or all of the REGENTS’ litigation costs were reimbursed by LICENSEE, (ii) the REGENTS will receive thirty percent (30%) of the recovery if the REGENTS incurred any litigation costs in connection comply with the litigation that were not reimbursed by LICENSEE; andrequirements of Article 3 (Sublicenses). In no event may LO admit liability or wrongdoing on behalf of The Assignee without The Assignee’s prior written consent.

Patent Infringement. 18.1 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 infringement of potential commercial significance of any of patent licensed under this Agreement, the REGENTS' PATENT RIGHTS, it knowledgeable party will provide the other with: (i) with written notice of such infringement and (ii) with any evidence of such infringement available to it (the "“Infringement Notice"”). Neither party 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 put an alleged infringer on notice of the existence of any of the REGENTS' PATENT RIGHTS [ * ] or [ * ] without first obtaining consent of the other. If [ * ] without first obtaining the written consent of [ * ] and if [ * ], then [ * ] to [ * ] under [ * ] will [ * ] without the [ * ] to provide [ * ]. Both the REGENTS The Regents and the LICENSEE Licensee will use their diligent efforts to cooperate with each other to terminate such infringement without litigation. 18.2 8.2 If infringing activity of potential commercial significance by the matter described in infringer has not been abated within [ * ] following the Infringement date the infringement Notice is not resolved within ninety (90) days of receipt of the Infringement Noticetakes effect, then the LICENSEE may institute suit for patent infringement. The LICENSEE may not join the REGENTS as a party in such suit without the REGENTS' prior written consent. If the REGENTS joins such suit at the LICENSEE’s request or is involuntarily joined, the LICENSEE will pay all out-of-pocket costs incurred by the REGENTS arising out of such suit. 18.3 If, within a hundred and twenty (120) days of receipt of the Infringement Notice, the matter described in the Infringement Notice has not been resolved and the LICENSEE has not filed suit against the infringer, then the REGENTS Licensee may institute suit for patent infringement against the infringer. If the REGENTS institutes such suit, then the LICENSEE The Regents may not voluntarily join such suit without the REGENTS' consent and at its own expense, but may not thereafter commence suit against the infringer for the acts of infringement that are the subject of the REGENTS' Licensee’s suit or any judgment rendered in the suit. The Licensee may not join The Regents in a suit initiated by Licensee without [ * ]. 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 [ * ] 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. 18.4 Notwithstanding anything to the contrary in this AGREEMENT, in the event that either party receives written notice of infringement under the Drug Price Competition and Patent Term Restoration Act of 1984 (and/or foreign counterparts of this Law) (“The Act”), then the party in receipt of such notice under the Act will promptly provide the Infringement Notice to the other party. If under the Act the LICENSEE will lose the right to pursue legal remedies for infringement by not filing suit, the notification period and the time period to file suit under Paragraph 18.2 will be accelerated to within forty-five (45) days from receipt of the Infringement Notice to either party. 18.5 8.4 Any recovery or settlement received in connection with any suit will first be shared by the REGENTS The Regents and the LICENSEE Licensee equally to cover any litigation costs each incurred and will next shall be paid to the REGENTS The Regents or the LICENSEE Licensee to cover any litigation costs it incurred in excess of the litigation costs of the other. In any suit initiated by the LICENSEELicensee, any recovery in excess of litigation costs will be shared between LICENSEE Licensee and the REGENTS The Regents as follows: (a) for [ * ]. In any suit initiated by The Regents, any recovery in excess of litigation costs will [ * ]. The Regents and the Licensee agree to be bound by all determinations of patent infringement, validity and enforceability but no other than amounts paid 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 willful infringement: purposes of settling litigation or other dispute shall comply with the requirements of Article 3 (i) the REGENTS will receive fifteen percent (15%Sublicenses) of this Agreement. 8.6 Each party will cooperate with the recovery if other in litigation proceedings instituted hereunder but at the REGENTS did not incur any litigation costs or all expense of the REGENTS’ party who initiated the suit (unless such suit is being jointly prosecuted by the parties). 8.7 Any litigation costs were reimbursed proceedings will be controlled by LICENSEEthe party bringing the suit, (ii) except that The Regents may be represented by counsel of its choice in any suit brought by the REGENTS will receive thirty percent (30%) Licensee. [ * ] = 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 24b-2 of the recovery if the REGENTS incurred any litigation costs in connection with the litigation that were not reimbursed by LICENSEE; andSecurities Exchange Act of 1934, as amended.

Patent Infringement. 18.1 If either party learns of infringement of potential commercial significance of any of the REGENTS' ’ PATENT RIGHTS, it will provide the other with: with (i) written notice of such infringement and (ii) any evidence of such infringement available to it (the "Infringement Notice"). Neither party will put an alleged infringer on notice of the existence of any of the REGENTS' ’ PATENT RIGHTS without first obtaining consent of the otherother (not to be unreasonably withheld, conditioned or delayed). Both the REGENTS and the LICENSEE will use their diligent efforts to terminate such infringement without litigation. 18.2 If the matter described in the Infringement Notice is not resolved within ninety (90) [***] days of receipt of the Infringement Notice, then the LICENSEE may institute suit for patent infringement. The LICENSEE may not join the REGENTS as a party in such suit without the REGENTS' ’ prior written consentconsent (not to be unreasonably withheld, conditioned or delayed) and which consent will be granted it REGENTS’ joining as a party is required in order for LICENSEE to bring or pursue such suit. If the REGENTS joins such suit at the LICENSEE’s request or is involuntarily joined’S request, the LICENSEE will pay all out-of-pocket costs incurred by the REGENTS arising out of such suit. 18.3 If, within a hundred and twenty (120) [***] days of receipt of the Infringement Notice, the matter described in the Infringement Notice has not been resolved and the LICENSEE has not filed 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 that suit. 18.4 Notwithstanding anything to the contrary in this AGREEMENTAgreement, in the event that either party receives written notice of infringement under the Drug Price Competition and Patent Term Restoration Act of 1984 (and/or foreign counterparts of this Law) (“The Act”), then the party in receipt of such notice under the Act will shall promptly provide the Infringement Notice to the other party. If under the Act the LICENSEE Licensee will lose the right to pursue legal remedies for infringement by not filing suit, the notification period and the time period to file suit under Paragraph 18.2 will be accelerated to within forty-five (45) [***] days from receipt of the Infringement Notice to either party. 18.5 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 will 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 belong [***] percent ([***]%) to LICENSEE, provided that such excess funds shall be shared between subject to the then-applicable royalty rate paid by LICENSEE and the to REGENTS as follows: (a) for under this Agreement. In any suit initiated by REGENTS, any recovery other than amounts paid for willful infringement: (i) the REGENTS in excess of litigation costs will receive fifteen belong [***] percent (15[***]%) to REGENTS. 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 18 (Patent Infringement). 1.1 Any agreement made by the recovery if Licensee for purposes of settling litigation or other dispute shall comply with the REGENTS did not incur any litigation costs or all requirements of the REGENTS’ litigation costs were reimbursed by LICENSEE, Article 4 (ii) the REGENTS will receive thirty percent (30%Sublicenses) of the recovery if the REGENTS incurred any litigation costs in connection with the litigation that were not reimbursed by LICENSEE; andthis Agreement.

Patent Infringement. 18.1 If either In the event that a party (in the case of the REGENTS to the extent of the actual knowledge of the licensing professional responsible for the administration of this Agreement) learns of the substantial infringement of potential commercial significance of any of the REGENTS' ’ PATENT RIGHTSRIGHTS under this Agreement, it such party will promptly provide the other with: (i) written party with notice of such infringement and (ii) any reasonable evidence of such infringement available to it (the "“Infringement Notice"”). Neither During the period and in a jurisdiction where LICENSEE has exclusive rights under this Agreement, neither party will put an alleged infringer on notice notify a third party, including the infringer, of the existence of any of the REGENTS' PATENT RIGHTS infringement without first obtaining consent of the otherother party, which consent will not be unreasonably withheld. Both the REGENTS and the LICENSEE parties will use their diligent efforts efforts, in cooperation with each other, to terminate such infringement without litigation. 18.2 If LICENSEE shall have the matter described in the Infringement Notice is not resolved within ninety (90) days of receipt of the Infringement Notice, then the LICENSEE may first right to institute suit for patent infringementinfringement against the infringer [*] after the Infringement Notice in 18.1. The REGENTS may voluntarily join such suit at its own expense, but may not thereafter commence suit against the infringer for the acts of infringement that are the subject of LICENSEE’s suit or any judgment rendered in that suit. LICENSEE may not join the REGENTS as in a party in such suit initiated by LICENSEE without the REGENTS' ’ prior written consent. If the If, in a suit initiated by LICENSEE, REGENTS joins such suit at the LICENSEE’s request or is involuntarily joinedjoined other than by LICENSEE, the LICENSEE will pay all out-of-pocket any third party costs incurred by the REGENTS arising out of such suit. 18.3 , including but not limited to, any legal fees of outside counsel that REGENTS selects and retains to represent it in the suit. If, within a hundred and twenty (120) days of receipt [*] following the effective date of the Infringement Notice, the matter described in the Infringement Notice infringing activity of potential commercial significance has not been resolved abated and the if LICENSEE has not filed 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 that suit. 18.4 Notwithstanding anything 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 [*] = 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 24b-2 of the Securities Exchange Act of 1934, as amended. party, provided that legal action brought jointly by 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 each party reimbursement in equal amounts of the attorney’s costs, fees, and other related expenses to the contrary extent each party paid for such costs, fees, and expenses until all such costs, fees, and expenses are consumed for each party; and b) any remaining amount shared jointly by them in this AGREEMENTproportion to the share of expenses paid by each party, but in no event will REGENTS’ share be [*] of such remaining amount if REGENTS is a party. 18.4 Each party will cooperate with the event that either party receives written notice other in litigation instituted hereunder but at the expense of infringement under the Drug Price Competition and Patent Term Restoration Act of 1984 (and/or foreign counterparts of this Law) (“The Act”), then the party in receipt on account of such notice under the Act will promptly provide the Infringement Notice to the other partywhom suit is brought. If under the Act the LICENSEE will lose the right to pursue legal remedies for infringement by not filing suit, the notification period and the time period to file suit under Paragraph 18.2 Such litigation will be accelerated to within forty-five (45) days from receipt controlled by the party bringing the action, except that REGENTS may be represented by counsel of the Infringement Notice to either partyits choice in any suit brought by LICENSE. 18.5 Any recovery agreement made by LICENSEE for the purposes of settling litigation or settlement received in connection other dispute shall comply with any suit will first be shared by the REGENTS and the LICENSEE equally to cover any litigation costs each incurred and will next be paid to the REGENTS or the LICENSEE to cover any litigation costs it incurred in excess requirements 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: Article 4 (a) for any recovery other than amounts paid for willful infringement: (i) the REGENTS will receive fifteen percent (15%Sublicenses) of the recovery if the REGENTS did not incur any litigation costs or all of the REGENTS’ litigation costs were reimbursed by LICENSEE, (ii) the REGENTS will receive thirty percent (30%) of the recovery if the REGENTS incurred any litigation costs in connection with the litigation that were not reimbursed by LICENSEE; andthis Agreement.

Patent Infringement. 18.1 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 (to the extent of the actual knowledge of LICENSEE’s employee(s) responsible for the administration of this Agreement) learns of infringement of potential commercial significance in the Field of any of Valid Claim, the REGENTS' PATENT RIGHTS, it knowledgeable party will provide the other with: (i) with written notice of such infringement and (ii) with any evidence of such infringement available to it (the "“Infringement Notice"”). Neither 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 will (including the infringer) of infringement or put an alleged infringer such third party on notice of the existence of any of the REGENTS' PATENT RIGHTS 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 UNIVERSITY and UNIVERSITY is sued in declaratory judgment, UNIVERSITY shall have the right to terminate this Agreement immediately without the obligation to provide [***] days’ notice as set forth in Paragraph 7.1. Both the REGENTS UNIVERSITY and the LICENSEE will use their reasonably diligent efforts to terminate cooperate with each other to xxxxx such infringement without litigation. 18.2 (b) If infringing activity of potential commercial significance by the matter described in infringer has not been abated within [***] days following the date the Infringement Notice is not resolved within ninety (90) days of receipt of takes effect, LICENSEE shall have the Infringement Notice, then the LICENSEE may first right to institute suit for patent infringementinfringement against the infringer. The UNIVERSITY may voluntarily join such suit, but may not thereafter commence suit against the infringer for the acts of infringement that are the subject of LICENSEE’s suit or any judgment rendered in that suit. LICENSEE may not join the REGENTS as UNIVERSITY in a party in such suit initiated by LICENSEE without the REGENTS' UNIVERSITY’s prior written consent. If Since UCSD does not have the REGENTS joins authority to commit UNIVERSITY to joining such suit, UCSD shall request and recommend that UNIVERSITY, if deemed to be a necessary party by a court of competent jurisdiction and in the absence of a conflict that would prevent UNIVERSITY from doing so, join such suit at the LICENSEE’s request or is involuntarily joined, the ’S expense. LICENSEE will pay all out-of-pocket any costs incurred by the REGENTS 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. 18.3 (c) If, within a hundred and twenty (120) [***] days of receipt of following the Infringement Notice, the matter described in date the Infringement Notice takes effect, infringing activity of potential commercial significance by the infringer has not been resolved abated and the if LICENSEE has not filed brought suit against the infringer, then the REGENTS UNIVERSITY may institute suit for patent infringement against the infringer. If the REGENTS UNIVERSITY institutes such suit, then the LICENSEE may not join such suit without the REGENTS' UNIVERSITY’s consent and may not thereafter commence suit against the infringer for the acts of infringement that are the subject of the REGENTS' UNIVERSITY’s suit or any judgment rendered in that suit. UNIVERSITY shall not admit the invalidity or unenforceability of any Patent Rights without LICENSEE’s prior written consent. 18.4 (d) Notwithstanding anything to the contrary in this AGREEMENT, Agreement: (A) in the event that either party receives the infringement or potential infringement pertains to an issued patent included within the Patent Rights and written notice of infringement 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) (“The Act”), then the party in receipt of such notice under the Act will promptly (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 partyparty promptly. If under the Act time period is such that the LICENSEE will lose the right to pursue legal remedies remedy for infringement by not notifying a third party or by not filing suit, the notification period and the time period to file suit under Paragraph 18.2 will be accelerated to within forty-five (45) [***] days from receipt of the Infringement Notice date of such notice under the Act to either party. 18.5 (B) The parties shall cooperate to comply with the provisions of the Patient Protection and Affordable Care Act (H.R. 3590) required to protect and enforce Patent Rights including without limitation the Public Health Service Act (42 U.S.C. 262) Sections 351 (1)(1 )-(6), (8) and (9). (e) Any recovery or settlement received in connection with any suit will first be shared by the REGENTS UNIVERSITY and the LICENSEE equally proportionately to cover any the litigation costs each incurred and will next be except as to those of its costs paid by the other party to the REGENTS or the LICENSEE to cover any litigation costs it incurred in excess of the litigation costs of the otherthis Agreement. In any suit initiated by the LICENSEE, any recovery in excess of litigation costs will be shared between LICENSEE and the REGENTS UNIVERSITY as follows: (aA) for UNIVERSITY will receive [***] of the recovery if UNIVERSITY was not a party in the; or (B) UNIVERSITY will receive [***] of the recovery if UNIVERSITY was a party in the litigation. In any suit initiated by UNIVERSITY, any recovery other than amounts paid for willful infringementin excess of litigation costs will be shared between LICENSEE and UNIVERSITY as follows: (iA) the REGENTS LICENSEE will receive fifteen percent (15%) of the recovery if LICENSEE was not a party in the REGENTS did not incur any litigation costs suit; or all of the REGENTS’ litigation costs were reimbursed by LICENSEE, (iiB) the REGENTS LICENSEE will receive thirty percent (30%) [***] of the recovery if LICENSEE was a party in the REGENTS incurred any litigation. UNIVERSITY and LICENSEE agree [***]. LICENSEE and UNIVERSITY will [***]. (f) Any agreement made by LICENSEE for purposes of settling litigation costs in connection or 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 (unless such suit is being jointly prosecuted by the parties). (h) Any litigation proceedings will be controlled by the party bringing the suit, except that were not reimbursed UNIVERSITY may be represented by counsel of its choice in any suit brought by LICENSEE; and.

Patent Infringement. 18.1 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 infringement of potential commercial significance of any of patent licensed under this Agreement, the REGENTS' PATENT RIGHTS, it knowledgeable party will provide the other with: (i) with written notice of such infringement and (ii) with any evidence of such infringement available to it (the "“Infringement Notice"”). Neither Subject to Sections 5.2(b) and 5.2(c), 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 will (including the infringer) of infringement or put an alleged infringer such third party on notice of the existence of any of the REGENTS' PATENT RIGHTS 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 UNIVERSITY and UNIVERSITY is sued in declaratory judgment, UNIVERSITY shall have the right to terminate this Agreement immediately without the obligation to provide sixty (60) days’ notice as set forth in Paragraph 7.1. Both the REGENTS UNIVERSITY and the LICENSEE will use their diligent efforts to cooperate with each other to terminate such infringement without litigation.. Final License Navidea_UCSD_ WWS 2014-07-11 - 18 - 18.2 (b) If infringing activity of potential commercial significance by the matter described in the Infringement Notice is infringer has not resolved been abated within ninety (90) days of receipt following the date of the Infringement Notice, then the LICENSEE may institute suit for patent infringementinfringement against the infringer. The UNIVERSITY may voluntarily join such suit at its own expense, but may not thereafter commence suit against the infringer for the acts of infringement that are the subject of LICENSEE’s suit or any judgment rendered in that suit. LICENSEE may not join the REGENTS as UNIVERSITY in a party in such suit initiated by LICENSEE without the REGENTS' UNIVERSITY’S prior written consent. If the REGENTS joins such If, in a suit at the initiated by LICENSEE’s request or , UNIVERSITY is involuntarily joinedjoined other than by LICENSEE, the LICENSEE will pay all out-of-pocket any costs incurred by the REGENTS 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. 18.3 (c) If, within a hundred and twenty (120) days of receipt of following the Infringement Notice, the matter described in date the Infringement Notice takes effect, infringing activity of potential commercial significance by the infringer has not been resolved abated and the if LICENSEE has not filed brought suit against the infringer, then the REGENTS UNIVERSITY may institute suit for patent infringement against the infringer. If the REGENTS UNIVERSITY institutes such suit, then the LICENSEE may not join such suit without the REGENTS' UNIVERSITY’S consent and may not thereafter commence suit against the infringer for the acts of infringement that are the subject of the REGENTS' UNIVERSITY’S suit or any judgment rendered in that suit. 18.4 (d) Notwithstanding anything to the contrary in this AGREEMENTAgreement, in the event that either party receives the infringement or potential infringement pertains to an issued patent included within the Patent Rights and written notice of infringement 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) (“The "Act”"), then the party in receipt of such notice under the Act will promptly (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 partyparty promptly. If under the Act time period is such that the LICENSEE will lose the right to pursue legal remedies remedy for infringement by not notifying a third party or by not filing suit, the notification period and the time period to file suit under Paragraph 18.2 will be accelerated to within forty-five (45) days from receipt of the Infringement Notice date of such notice under the Act to either party. 18.5 (e) Any recovery or settlement received in connection with any suit will first be shared by the REGENTS UNIVERSITY and the LICENSEE equally to cover any the litigation costs each incurred incurred, and will next shall be paid to the REGENTS UNIVERSITY 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 UNIVERSITY as follows: (ai) for any recovery other than amounts paid for willful infringement: (iA) the REGENTS UNIVERSITY will receive fifteen percent (15%) of the recovery if UNIVERSITY was not a party in the REGENTS litigation and did not incur any litigation costs or all of the REGENTS’ litigation costs were reimbursed by LICENSEE, costs; (iiB) the REGENTS UNIVERSITY will receive thirty Final License Navidea_UCSD_ WWS 2014-07-11 - 19 - twenty-five percent (3025%) of the recovery if UNIVERSITY was a party in the REGENTS 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) Any agreement made by LICENSEE for purposes of settling litigation or 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 (unless such suit is being jointly prosecuted by the parties). (h) Any litigation proceedings will be controlled by the party bringing the suit, except that were not reimbursed UNIVERSITY may be represented by counsel of its choice in any suit brought by LICENSEE; and.

Patent Infringement. 18.1 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 infringement of potential commercial significance of any of patent licensed under this Agreement, the REGENTS' PATENT RIGHTS, it knowledgeable party will provide the other with: (i) with written notice of such infringement and (ii) with any evidence of such infringement available to it (the "Infringement Notice"). Neither 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 will (including the infringer) of infringement or put an alleged infringer such third party on notice of the existence of any of the REGENTS' PATENT RIGHTS Patent Rights without first obtaining consent of the other. UNIVERSITY shall have the right to terminate this Agreement immediately without the obligation to provide 60 days’ 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 Patent Rights with respect to such infringement without first obtaining the written consent of UNIVERSITY. Both the REGENTS UNIVERSITY and the LICENSEE will use their diligent efforts to cooperate with each other to terminate such infringement without litigation. 18.2 (b) If infringing activity of potential commercial significance by the matter described in the Infringement Notice is infringer has not resolved been abated within ninety (90) days of receipt of following the date the Infringement NoticeNotice takes effect, then the LICENSEE may institute suit for patent infringementinfringement against the infringer. The UNIVERSITY may voluntarily join such suit at its own expense, but may not thereafter commence suit against the infringer for the acts of infringement that are the subject of LICENSEE’s suit or any judgment rendered in that suit. LICENSEE may not join the REGENTS as UNIVERSITY in a party in such suit initiated by LICENSEE without the REGENTS' UNIVERSITY’S prior written consent. If the REGENTS joins such If, in a suit at the initiated by LICENSEE’s request or , UNIVERSITY is involuntarily joinedjoined other than by LICENSEE, the LICENSEE will pay all out-of-pocket any costs incurred by the REGENTS 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. 18.3 (c) If, within a hundred and twenty (120) days of receipt of following the Infringement Notice, the matter described in date the Infringement Notice takes effect, infringing activity of potential commercial significance by the infringer has not been resolved abated and the if LICENSEE has not filed brought suit against the infringer, then the REGENTS UNIVERSITY may institute suit for patent infringement against the infringer. If the REGENTS UNIVERSITY institutes such suit, then the LICENSEE may not join such suit without the REGENTS' UNIVERSITY’S consent and may not thereafter commence suit against the infringer for the acts of infringement that are the subject of the REGENTS' UNIVERSITY’S suit or any judgment rendered in that suit. 18.4 Notwithstanding anything to the contrary in this AGREEMENT, in the event that either party receives written notice of infringement under the Drug Price Competition and Patent Term Restoration Act of 1984 (and/or foreign counterparts of this Lawd) (“The Act”), then the party in receipt of such notice under the Act will promptly provide the Infringement Notice to the other party. If under the Act the LICENSEE will lose the right to pursue legal remedies for infringement by not filing suit, the notification period and the time period to file suit under Paragraph 18.2 will be accelerated to within forty-five (45) days from receipt of the Infringement Notice to either party. 18.5 Any recovery or settlement received in connection with any suit will first be shared by the REGENTS UNIVERSITY and the LICENSEE equally to cover any the litigation costs each incurred incurred, and will next shall be paid to the REGENTS UNIVERSITY 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 UNIVERSITY as follows: (ai) for any recovery other than amounts paid for willful infringement: (iA) the REGENTS UNIVERSITY will receive fifteen percent (15%) of the recovery if UNIVERSITY was not a party in the REGENTS litigation and did not incur any litigation costs or all of the REGENTS’ litigation costs were reimbursed by LICENSEE, costs; (iiB) the REGENTS UNIVERSITY will receive thirty twenty-five percent (3025%) of the recovery if UNIVERSITY was a party in the REGENTS 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. (e) Any agreement made by LICENSEE for purposes of settling litigation or other dispute shall comply with the requirements of Section 2.2 (Sublicenses) of this Agreement. (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 suit is being jointly prosecuted by the parties). (g) Any litigation proceedings will be controlled by the party bringing the suit, except that were not reimbursed UNIVERSITY may be represented by LICENSEE; andcounsel of its choice in any suit brought.

Patent Infringement. 18.1 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 infringement of potential commercial significance of any of patent licensed under this Agreement, the REGENTS' PATENT RIGHTS, it knowledgeable party will provide the other with: (i) with written notice of such infringement and (ii) with any evidence of such infringement available to it (the "“Infringement Notice"”). Neither Subject to Sections 5.2(b) and 5.2(c), 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 will (including the infringer) of infringement or put an alleged infringer such third party on notice of the existence of any of the REGENTS' PATENT RIGHTS 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 UNIVERSITY and UNIVERSITY is sued in declaratory judgment, UNIVERSITY shall have the right to terminate this Agreement immediately without the obligation to provide sixty (60) days’ notice as set forth in Paragraph 7.1. Both the REGENTS UNIVERSITY and the LICENSEE will use their diligent efforts to cooperate with each other to terminate such infringement without litigation. 18.2 (b) If infringing activity of potential commercial significance by the matter described in the Infringement Notice is infringer has not resolved been abated within ninety (90) days of receipt following the date of the Infringement Notice, then the LICENSEE may institute suit for patent infringementinfringement against the infringer. The UNIVERSITY may voluntarily join such suit at its own expense, but may not thereafter commence suit against the infringer for the acts of infringement that are the subject of LICENSEE’s suit or any judgment rendered in that suit. LICENSEE may not join the REGENTS as UNIVERSITY in a party in such suit initiated by LICENSEE without the REGENTS' UNIVERSITY’S prior written consent. If the REGENTS joins such If, in a suit at the initiated by LICENSEE’s request or , UNIVERSITY is involuntarily joinedjoined other than by LICENSEE, the LICENSEE will pay all out-of-pocket any costs incurred by the REGENTS 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. 18.3 (c) If, within a hundred and twenty (120) days of receipt of following the Infringement Notice, the matter described in date the Infringement Notice takes effect, infringing activity of potential commercial significance by the infringer has not been resolved abated and the if LICENSEE has not filed brought suit against the infringer, then the REGENTS UNIVERSITY may institute suit for patent infringement against the infringer. If the REGENTS UNIVERSITY institutes such suit, then the LICENSEE may not join such suit without the REGENTS' UNIVERSITY’S consent and may not thereafter commence suit against the infringer for the acts of infringement that are the subject of the REGENTS' UNIVERSITY’S suit or any judgment rendered in that suit.. Final_Amended_Agreement Navidea_UCSD_WWS_2014_07_11 - 19 - 18.4 (d) Notwithstanding anything to the contrary in this AGREEMENTAgreement, in the event that either party receives the infringement or potential infringement pertains to an issued patent included within the Patent Rights and written notice of infringement 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) (“The "Act”"), then the party in receipt of such notice under the Act will promptly (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 partyparty promptly. If under the Act time period is such that the LICENSEE will lose the right to pursue legal remedies remedy for infringement by not notifying a third party or by not filing suit, the notification period and the time period to file suit under Paragraph 18.2 will be accelerated to within forty-five (45) days from receipt of the Infringement Notice date of such notice under the Act to either party. 18.5 (e) Any recovery or settlement received in connection with any suit will first be shared by the REGENTS UNIVERSITY and the LICENSEE equally to cover any the litigation costs each incurred incurred, and will next shall be paid to the REGENTS UNIVERSITY 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 UNIVERSITY as follows: (ai) for any recovery other than amounts paid for willful infringement: (iA) the REGENTS UNIVERSITY will receive fifteen percent (15%) of the recovery if UNIVERSITY was not a party in the REGENTS litigation and did not incur any litigation costs or all of the REGENTS’ litigation costs were reimbursed by LICENSEE, costs; (iiB) the REGENTS UNIVERSITY will receive thirty twenty-five percent (3025%) of the recovery if UNIVERSITY was a party in the REGENTS 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) Any agreement made by LICENSEE for purposes of settling litigation or 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 (unless such suit is being jointly prosecuted by the parties). (h) Any litigation proceedings will be controlled by the party bringing the suit, except Final_Amended_Agreement that were not reimbursed UNIVERSITY may be represented by counsel of its choice in any suit brought by LICENSEE; and.

Patent Infringement. 18.1 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 (to the extent of the actual knowledge of LICENSEE’s employee(s) responsible for the administration of this Agreement) learns of infringement of potential commercial significance in the Field of any of Valid Claim, the REGENTS' PATENT RIGHTS, it knowledgeable party will provide the other with: (i) with written notice of such infringement and (ii) with any evidence of such infringement available to it (the "“Infringement Notice"”). Neither 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 will (including the infringer) of infringement or put an alleged infringer such third party on notice of the existence of any of the REGENTS' PATENT RIGHTS 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 UNIVERSITY and UNIVERSITY is sued in declaratory judgment, UNIVERSITY shall have the right to terminate this Agreement immediately without the obligation to provide [***] days’ notice as set forth in Paragraph 7.1. Both the REGENTS UNIVERSITY and the LICENSEE will use their reasonably diligent efforts to terminate cooperate with each other to xxxxx such infringement without litigation. 18.2 (b) If infringing activity of potential commercial significance by the matter described in infringer has not been abated within [***] days following the date the Infringement Notice is not resolved within ninety (90) days of receipt of takes effect, LICENSEE shall have the Infringement Notice, then the LICENSEE may first right to institute suit for patent infringementinfringement against the infringer. The UNIVERSITY may voluntarily join such suit, but may not thereafter commence suit against the infringer for the acts of infringement that are the subject of LICENSEE’s suit or any judgment rendered in that suit. LICENSEE may not join the REGENTS as UNIVERSITY in a party in such suit initiated by LICENSEE without the REGENTS' UNIVERSITY’s prior written consent. If Since UCSD does not have the REGENTS joins authority to commit UNIVERSITY to joining such suit, UCSD shall request and recommend that UNIVERSITY, if deemed to be a necessary party by a court of competent jurisdiction and in the absence of a conflict that would prevent UNIVERSITY from doing so, join such suit at the LICENSEE’s request or is involuntarily joined, the ’S expense. LICENSEE will pay all out-of-pocket any costs incurred by the REGENTS 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. 18.3 (c) If, within a hundred and twenty (120) [***] days of receipt of following the Infringement Notice, the matter described in date the Infringement Notice takes effect, infringing activity of potential commercial significance by the infringer has not been resolved abated and the if LICENSEE has not filed brought suit against the infringer, then the REGENTS UNIVERSITY may institute suit for patent infringement against the infringer. If the REGENTS UNIVERSITY institutes such suit, then the LICENSEE may not join such suit without the REGENTS' UNIVERSITY’s consent and may not thereafter commence suit against the infringer for the acts of infringement that are the subject of the REGENTS' UNIVERSITY’s suit or any judgment rendered in that suit. UNIVERSITY shall not admit the invalidity or unenforceability of any Patent Rights without LICENSEE’s prior written consent. 18.4 (d) Notwithstanding anything to the contrary in this AGREEMENT, Agreement: (A) in the event that either party receives the infringement or potential infringement pertains to an issued patent included within the Patent Rights and written notice of infringement 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) (“The "Act”"), then the party in receipt of such notice under the Act will promptly (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 partyparty promptly. If under the Act time period is such that the LICENSEE will lose the right to pursue legal remedies remedy for infringement by not notifying a third party or by not filing suit, the notification period and the time period to file suit under Paragraph 18.2 will be accelerated to within forty-five (45) [***] days from receipt of the Infringement Notice date of such notice under the Act to either party. 18.5 (B) The parties shall cooperate to comply with the provisions of the Patient Protection and Affordable Care Act (H.R. 3590) required to protect and enforce Patent Rights including without limitation the Public Health Service Act (42 U.S.C. 262) Sections 351 (1)(1 )-(6), (8) and (9). (e) Any recovery or settlement received in connection with any suit will first be shared by the REGENTS UNIVERSITY and the LICENSEE equally proportionately to cover any the litigation costs each incurred and will next be except as to those of its costs paid by the other party to the REGENTS or the LICENSEE to cover any litigation costs it incurred in excess of the litigation costs of the otherthis Agreement. In any suit initiated by the LICENSEE, any recovery in excess of litigation costs will be shared between LICENSEE and the REGENTS UNIVERSITY as follows: (aA) for UNIVERSITY will receive [***] of the recovery if UNIVERSITY was not a party in the; or (B) UNIVERSITY will receive [***] of the recovery if UNIVERSITY was a party in the litigation. In any suit initiated by UNIVERSITY, any recovery other than amounts paid for willful infringementin excess of litigation costs will be shared between LICENSEE and UNIVERSITY as follows: (iA) the REGENTS LICENSEE will receive fifteen percent (15%) of the recovery if LICENSEE was not a party in the REGENTS did not incur any litigation costs suit; or all of the REGENTS’ litigation costs were reimbursed by LICENSEE, (iiB) the REGENTS LICENSEE will receive thirty percent (30%) [***] of the recovery if LICENSEE was a party in the REGENTS incurred any litigation. UNIVERSITY and LICENSEE agree [***]. LICENSEE and UNIVERSITY will [***]. (f) Any agreement made by LICENSEE for purposes of settling litigation costs in connection or 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 (unless such suit is being jointly prosecuted by the parties). (h) Any litigation proceedings will be controlled by the party bringing the suit, except that were not reimbursed UNIVERSITY may be represented by counsel of its choice in any suit brought by LICENSEE; and.

Patent Infringement. 18.1 If either party learns of infringement of potential commercial significance of any of the REGENTS' PATENT RIGHTS, it will provide the other with: (i) written notice of such infringement and (ii) any evidence of such infringement available to it (the "Infringement Notice"). Neither party will put an alleged infringer on notice of the existence of any of the REGENTS' PATENT RIGHTS without first obtaining consent of the other. Both the REGENTS and the LICENSEE will use their diligent efforts to terminate such infringement without litigation. 18.2 If the matter described in the Infringement Notice is not resolved within ninety (90) days of receipt of the Infringement Notice, then the LICENSEE may institute suit for patent infringement. The LICENSEE may not join the REGENTS as a party in such suit without the REGENTS' prior written consent. If the REGENTS joins such suit at the LICENSEE’s request or is involuntarily joined, the LICENSEE will pay all out-of-pocket costs incurred by the REGENTS arising out of such suit.. for reference only 18.3 If, within a hundred and twenty (120) days of receipt of the Infringement Notice, the matter described in the Infringement Notice has not been resolved and the LICENSEE has not filed 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 that suit. 18.4 Notwithstanding anything to the contrary in this AGREEMENT, in the event that either party receives written notice of infringement under the Drug Price Competition and Patent Term Restoration Act of 1984 (and/or foreign counterparts of this Law) (“The Act”), then the party in receipt of such notice under the Act will promptly provide the Infringement Notice to the other party. If under the Act the LICENSEE will lose the right to pursue legal remedies for infringement by not filing suit, the notification period and the time period to file suit under Paragraph 18.2 will be accelerated to within forty-five (45) days from receipt of the Infringement Notice to either party. 18.5 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 will next 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 fifteen percent (15%) of the recovery if the REGENTS did not incur any litigation costs or all of the REGENTS’ litigation costs were reimbursed by LICENSEE, (ii) the REGENTS will receive thirty percent (30%) of the recovery if the REGENTS incurred any litigation costs in connection with the litigation that were not reimbursed by LICENSEE; and

Patent Infringement. 18.1 If either party (a) if UCSD (based on actual knowledge of the licensing professional responsible for administering this Invention) or LICENSEE learns of potential infringement of potential commercial significance of any patent licensed under this Agreement, the knowledgeable party promptly will inform the other party of the REGENTS' PATENT RIGHTS, it will provide the other with: (i) written notice of such infringement and (ii) any provide evidence of such infringement available to it the knowledgeable party (the "Infringement Notice"). Neither In a jurisdiction where LICENSEE has exclusive rights under this Agreement, neither UNIVERSITY nor LICENSEE will notify a third party will (including the infringer) of infringement or put an alleged infringer such third party on notice of the existence of any of the REGENTS' PATENT RIGHTS Patent Rights without first obtaining consent of the other. Both 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 REGENTS existence of any Patent Rights regarding such infringement without first obtaining the written consent of UNIVERSITY and UNIVERSITY is sued for declaratory judgment (or its equivalent), UNIVERSITY will have the right to terminate this Agreement immediately, notwithstanding Paragraph 7.1. UNIVERSITY and LICENSEE will use their diligent efforts to cooperate with each other to terminate such infringement without litigation. 18.2 . If the matter described in the Infringement Notice is such infringement has not resolved ended within ninety (90) days of receipt the effective date of the Infringement Notice, then the LICENSEE may institute suit for patent infringement. The LICENSEE may initiate suit; and, if such infringement has not join the REGENTS as a party in such suit without the REGENTS' prior written consent. If the REGENTS joins such suit at the LICENSEE’s request or is involuntarily joined, the LICENSEE will pay all out-of-pocket costs incurred by the REGENTS arising out of such suit. 18.3 If, ended within a one hundred and twenty (120) days of receipt the effective date of the Infringement Notice, the matter described in the Infringement Notice has not been resolved and the LICENSEE has not filed initiated suit, then UNIVERSITY may initiate suit. (b) Notwithstanding the foregoing: (1) UNIVERSITY may not be joined in any suit against without its prior written consent; (2) LICENSEE may not admit liability or wrongdoing on behalf of UNIVERSITY without its prior written consent; (3) Each party will cooperate with the infringerother 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 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 that suit. 18.4 Notwithstanding anything recovery to the contrary in this AGREEMENT, in the event that either party receives written notice of infringement under the Drug Price Competition and Patent Term Restoration Act of 1984 (and/or foreign counterparts of this Law) (“The Act”), then the party in receipt of such notice under the Act will promptly provide the Infringement Notice to the other party. If under the Act the LICENSEE will lose the right to pursue legal remedies for infringement by not filing suit, the notification period and the time period to file suit under Paragraph 18.2 UNIVERSITY will be accelerated greater than or equal to within forty-five (45) days from receipt of the Infringement Notice to either party. 18.5 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 will next 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 fifteen percent (15%) of the recovery if the REGENTS did not incur any net recoveries; (6) Any agreement made by LICENSEE for purposes of settling litigation costs or all of the REGENTS’ litigation costs were reimbursed by LICENSEE, (ii) the REGENTS other dispute regarding Patent Rights will receive thirty percent (30%) of the recovery if the REGENTS incurred any litigation costs in connection comply with the litigation that were requirements of Paragraph 2.2 (Sublicense); and (7) If LICENSEE or UCSD (but not reimbursed by LICENSEE; andboth) sues a third party for infringement of Patent Rights, then the non-suing party may not thereafter xxx such infringer for the acts of infringement raised in the suit.

Patent Infringement. 18.1 If either party 17.1 In the event that Licensee learns of the substantial infringement of potential commercial significance of any of the REGENTS' PATENT RIGHTSPatent Rights, it Licensee will promptly provide the other with: (i) written Xxxxxx Rossiwith notice of such infringement and (ii) any reasonable evidence of such infringement available to it (the "“Infringement Notice"”). Neither party During the time period and in a jurisdiction where Licensee has exclusive rights under this Agreement, neither Party will put an alleged infringer on notice notify a third party, including the infringer, of the existence of any of the REGENTS' PATENT RIGHTS infringement without first obtaining consent of the otherother Party, which consent will not be unreasonably withheld. Both the REGENTS and the LICENSEE The Parties will use their diligent efforts efforts, in cooperation with each other, to terminate such infringement without litigation. 18.2 (a) If the matter described in the Infringement Notice is such infringing activity has not resolved been abated within ninety (90) days of receipt following the effective date of the Infringement Notice, then the LICENSEE Licensee may institute suit for patent infringement. The LICENSEE may not join the REGENTS as a party in such suit without the REGENTS' prior written consent. If the REGENTS joins such suit at the LICENSEE’s request or is involuntarily joined, the LICENSEE will pay all out-of-pocket costs incurred by the REGENTS arising out of such suit. 18.3 If, within a hundred and twenty (120) days of receipt of the Infringement Notice, the matter described in the Infringement Notice has not been resolved and the LICENSEE has not filed suit against the infringer, then the REGENTS may institute initiate suit for patent infringement against the infringer. If the REGENTS institutes such suit, then the LICENSEE Xxxxxx Xxxxx may not voluntarily join as a party in such suit without the REGENTS' consent and at Xxxxxx Xxxxx’ expense, but Xxxxxx Xxxxx may not thereafter commence separately initiate suit against the infringer for the acts of infringement that are the subject of Licensee’s suit or any judgment rendered in that suit. Licensee may not cause Xxxxxx Xxxxx to be joined as a party in a suit initiated by Licensee without Xxxxxx Xxxxx’ prior written consent. If, in a suit initiated by Licensee, Xxxxxx Xxxxx is involuntarily caused to be joined as a party, Licensee will pay any costs incurred by Xxxxxx Xxxxx arising out of such suit, including, but not limited to, any legal fees of counsel that Xxxxxx Xxxxx selects and retains to represent it in the REGENTS' suit. (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 Licensee has not initiated suit against the infringer, Xxxxxx Xxxxx may in its sole discretion initiate suit for patent infringement against the infringer. If Xxxxxx Xxxxx initiates such suit, Licensee may not join such suit without Xxxxxx Xxxxx’consent, and Licensee may not thereafter separately initiate suit against the infringer for the acts of infringement that are the subject of Xxxxxx Xxxxx’ suit or any judgment rendered in that suit. 18.4 Notwithstanding anything 17.3 Such suit initiated under Paragraph 17.2 will be at the expense of the initiating Party and all recoveries recovered thereby will belong to such Party, provided that suits initiated jointly by Xxxxxx Xxxxx and Licensee will be at the joint expense of the Parties and all recoveries 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 contrary 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 this AGREEMENT, in the event that either party receives written notice of infringement under the Drug Price Competition and Patent Term Restoration Act of 1984 (and/or foreign counterparts of this Law) (“The Act”), then the party in receipt of such notice under the Act will promptly provide the Infringement Notice proportion to the share of expenses paid by each Party. 17.4 Each Party will cooperate with the other partyParty in litigation initiated hereunder but at the expense of the initiating Party. If under the Act the LICENSEE will lose the right to pursue legal remedies for infringement by not filing suit, the notification period and the time period to file suit under Paragraph 18.2 Such litigation will be accelerated to within forty-five (45) days from receipt of the Infringement Notice to either party. 18.5 Any recovery or settlement received in connection with any suit will first be shared controlled by the REGENTS and initiating Party bringing the LICENSEE equally to cover any litigation costs each incurred and will next action, except that Xxxxxx Xxxxx may be paid to the REGENTS or the LICENSEE to cover any litigation costs it incurred represented by counsel of its choice in excess of the litigation costs of the other. In any suit initiated by Licensee. 17.5 Any agreement made by Licensee for the LICENSEE, any recovery in excess purposes of settling litigation costs initiated hereunder or other related dispute 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 did not incur any litigation costs or all of the REGENTS’ litigation costs were reimbursed by LICENSEE, (ii) the REGENTS will receive thirty percent (30%) of the recovery if the REGENTS incurred any litigation costs in connection comply with the litigation that were not reimbursed by LICENSEE; andrequirements of Article 3 (Sublicenses). In no event may Licensee admit liability or wrongdoing on behalf of Xxxxxx Xxxxx without Xxxxxx Xxxxx’ prior written consent.

Patent Infringement. 18.1 If either party In the event that LICENSEE learns of the substantial infringement of potential commercial significance of any of the REGENTS' ’ PATENT RIGHTSRIGHTS under this Agreement, it LICENSEE will promptly provide the other with: (i) written REGENTS with notice of such infringement and (ii) any reasonable evidence of such infringement available to it Ambrx, Inc. U.C. Case No.: B05-033 Page 18 of 26 Exclusive License Confidential (the "“Infringement Notice"”). Neither During the period and in a jurisdiction where LICENSEE has exclusive rights under this Agreement, neither party will put an alleged infringer on notice notify a third party, including the infringer, of the existence of any of the REGENTS' PATENT RIGHTS infringement without first obtaining consent of the otherother party, which consent will not be unreasonably withheld. Both the REGENTS and the LICENSEE parties will use their diligent efforts efforts, in cooperation with each other, to terminate such infringement without litigation. 18.2 If the matter described in the Infringement Notice is infringing activity of potential commercial significance has not resolved been abated within ninety [***] (90[***]) days of receipt following the effective date of the Infringement Notice, then the LICENSEE may institute suit for patent infringementinfringement against the infringer. The REGENTS may voluntarily join such suit at its own expense, but may not thereafter commence suit against the infringer for the acts of infringement that are the subject of LICENSEE’s suit or any judgment rendered in that suit. LICENSEE may not join the REGENTS as in a party in such suit initiated by LICENSEE without the REGENTS' ’ prior written consent. If the If, in a suit initiated by LICENSEE, REGENTS joins such suit at the LICENSEE’s request or is involuntarily joinedjoined other than by LICENSEE, the LICENSEE will pay all out-of-pocket any costs incurred by the REGENTS arising out of such suit. 18.3 , including but not limited to, any legal fees of counsel that REGENTS selects and retains to represent it in the suit. If, within a hundred and twenty [***] (120[***]) days of receipt following the effective date of the Infringement Notice, the matter described in the Infringement Notice infringing activity of potential commercial significance has not been resolved abated and the if LICENSEE has not filed 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 that suit. 18.4 Notwithstanding anything 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, provided that legal action brought jointly by 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 each party reimbursement in equal amounts of the attorney’s costs, fees, and other related expenses to the contrary extent each party paid for such costs, fees, and expenses until all such costs, fees, and expenses are consumed for each party; and b) any remaining amount shared jointly by them in this AGREEMENTproportion to the share of expenses paid by each party, but in the no event that either party receives written notice will REGENTS’ share be less than [***] ([***] Ambrx, Inc. U.C. Case No.: B05-033 Page 19 of infringement under the Drug Price Competition and Patent Term Restoration Act of 1984 (and/or foreign counterparts of this Law26 Exclusive License Confidential 18.4 ) (“The Act”), then the party in receipt of such notice under the Act will promptly provide the Infringement Notice to the other party. If under the Act the LICENSEE will lose the right to pursue legal remedies for infringement by not filing suit, the notification period and the time period to file suit under Paragraph 18.2 will be accelerated to within forty-five (45) days from receipt of the Infringement Notice to either remaining amount if REGENTS is a party. 18.5 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 will next 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 fifteen percent (15%) of the recovery if the REGENTS did not incur any litigation costs or all of the REGENTS’ litigation costs were reimbursed by LICENSEE, (ii) the REGENTS will receive thirty percent (30%) of the recovery if the REGENTS incurred any litigation costs in connection with the litigation that were not reimbursed by LICENSEE; and

Patent Infringement. 18.1 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 of potential commercial significance of any of patent licensed under this Agreement, the REGENTS' PATENT RIGHTS, it knowledgeable party will provide the other with: (i) with written notice of such infringement and (ii) with any evidence of such infringement available to it (the "“Infringement Notice"”). Neither party The Regents nor the Licensee will notify a possible infringer of infringement or put an alleged such infringer on notice of the existence of any of the REGENTS' PATENT RIGHTS Patent Rights without first obtaining consent of the other, such consent not to be unreasonably withheld or delayed. Both the REGENTS The Regents and the LICENSEE Licensee will use their diligent efforts to cooperate with each other to terminate such infringement without litigation. [*] = Certain confidential information contained in this document, marked by brackets, is filed with the Securities and Exchange Commission pursuant to Rule 406 of the Securities Act of 1933, as amended. 18.2 23.2 If infringing activity of potential commercial significance by the matter described in infringer has not been abated within [*] following the Infringement Notice is not resolved within ninety (90) days date of receipt of the an Infringement Notice, then the LICENSEE may institute suit for patent infringement. The LICENSEE may not join the REGENTS as a party in such suit without the REGENTS' prior written consent. If the REGENTS joins such suit at the LICENSEE’s request or is involuntarily joined, the LICENSEE will pay all out-of-pocket costs incurred by the REGENTS arising out of such suit. 18.3 If, within a hundred and twenty (120) days of receipt of the Infringement Notice, the matter described in the Infringement Notice has not been resolved and the LICENSEE has not filed suit against the infringer, then the REGENTS Licensee may institute suit for patent infringement against the infringer. If the REGENTS institutes such suit, then the LICENSEE The Regents may not voluntarily join such suit without the REGENTS' consent and at its own expense, but may not thereafter otherwise commence suit against the infringer for the acts of infringement that are the subject of the REGENTS' Licensee’s suit or any judgment rendered in that suit. The Licensee may not join The Regents as a party in a suit initiated by the Licensee without The Regents’ prior written consent, such written consent subject to the approval of the Board of the Regents of the University of California. 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. 18.4 23.3 Notwithstanding anything to the contrary in this AGREEMENTAgreement, in the event that either party receives the infringement or potential infringement pertains to an issued patent included within the Patent Rights and written notice of infringement is given under the Drug Price Competition and Patent Term Restoration Act of 1984 (and/or foreign counterparts of this Law) (“The Act”), then the party in receipt of such notice under the Act will promptly (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 provide the Infringement Notice to the other partyparty promptly. If under the Act time period is such that the LICENSEE Licensee will lose the right to pursue legal remedies remedy for infringement by not notifying a third party or by not filing suit, the notification period and the time period to file suit under Paragraph 18.2 set forth above will be accelerated shortened to within forty-five (45) days from receipt of permit Licensee to maintain its rights under the Infringement Notice to either partyrequirements under the Act. 18.5 23.4 Any recovery or settlement received in connection with any suit will first be shared by the REGENTS The Regents and the LICENSEE Licensee equally to cover any litigation costs each incurred and will next shall be paid to the REGENTS The Regents or the LICENSEE 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 Licensee and the REGENTS The Regents as follows: (a) for any recovery other than amounts paid for willful infringement[*]: (i) the REGENTS The Regents will receive fifteen percent (15%) [*] of the recovery if the REGENTS did not incur any litigation costs or all of the REGENTS’ litigation costs were reimbursed by LICENSEE[*], (ii) the REGENTS The Regents will receive thirty percent (30%) [*] of the recovery if [*], but [*], and (iii) The Regents will receive [*] of the REGENTS incurred recovery if [*]; and (b) for any recovery [*], The Regents will receive [*] of the recovery. In any suit [*], any recovery in excess of litigation costs will [*]. 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 connection a suit brought in compliance with this Article 23 (Patent Infringement). [*] = Certain confidential information contained in this document, marked by brackets, is filed with the Securities and Exchange Commission pursuant to Rule 406 of the Securities Act of 1933, as amended. 23.5 Any agreement made by the Licensee for purposes of settling litigation that were not reimbursed or other dispute shall comply with the requirements of Article 3 (Sublicenses) of this Agreement. 23.6 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 is being jointly prosecuted by LICENSEE; andthe parties). 23.7 Any litigation proceedings will be controlled by the party bringing the suit. The Regents may be represented by counsel of its choice in any suit brought by the Licensee.

Patent Infringement. 18.1 (a) If either party UCSD (based on actual knowledge of the licensing professional responsible for administering this Invention) or LICENSEE learns of potential infringement of potential commercial significance of any patent licensed under this Agreement, the knowledgeable party promptly will inform the other party of the REGENTS' PATENT RIGHTS, it will provide the other with: (i) written notice of such infringement and (ii) any provide evidence of such infringement available to it the knowledgeable party (the "Infringement Notice"). Neither In a jurisdiction where LICENSEE has exclusive rights under this Agreement, neither UNIVERSITY nor LICENSEE will notify a third party will (including the infringer) of infringement or put an alleged infringer such third party on notice of the existence of any of the REGENTS' PATENT RIGHTS Patent Rights without first obtaining consent of the other. Both 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 REGENTS existence of any Patent Rights regarding such infringement without first obtaining the written consent of UNIVERSITY and UNIVERSITY is sued for declaratory judgment (or its equivalent), UNIVERSITY will have the right to terminate this Agreement immediately, notwithstanding Paragraph 7. 1. UNIVERSITY and LICENSEE will use their diligent efforts to cooperate with each other to terminate such infringement without litigation. 18.2 . If the matter described in the Infringement Notice is such infringement has not resolved ended within ninety (90) days of receipt the effective date of the Infringement Notice, then the LICENSEE may institute suit for patent infringement. The LICENSEE may initiate suit; and, if such infringement has not join the REGENTS as a party in such suit without the REGENTS' prior written consent. If the REGENTS joins such suit at the LICENSEE’s request or is involuntarily joined, the LICENSEE will pay all out-of-pocket costs incurred by the REGENTS arising out of such suit. 18.3 If, ended within a one hundred and twenty (120) days of receipt the effective date of the Infringement Notice, the matter described in the Infringement Notice has not been resolved and the LICENSEE has not filed initiated suit, then UNIVERSITY may initiate suit. (b) Notwithstanding the foregoing: (1) UNIVERSITY may not be joined in any suit against without its prior written consent; (2) LICENSEE may not admit liability or wrongdoing on behalf of UNIVERSITY without its prior written consent; (3) Each party will cooperate with the infringerother 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 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 that suit. 18.4 Notwithstanding anything recovery to the contrary in this AGREEMENT, in the event that either party receives written notice of infringement under the Drug Price Competition and Patent Term Restoration Act of 1984 (and/or foreign counterparts of this Law) (“The Act”), then the party in receipt of such notice under the Act will promptly provide the Infringement Notice to the other party. If under the Act the LICENSEE will lose the right to pursue legal remedies for infringement by not filing suit, the notification period and the time period to file suit under Paragraph 18.2 UNIVERSITY will be accelerated greater than or equal to within forty-five (45) days from receipt of the Infringement Notice to either party. 18.5 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 will next 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 fifteen percent (15%) of the recovery if the REGENTS did not incur any net recoveries; (6) Any agreement made by LICENSEE for purposes of settling litigation costs or all of the REGENTS’ litigation costs were reimbursed by LICENSEE, (ii) the REGENTS other dispute regarding Patent Rights will receive thirty percent (30%) of the recovery if the REGENTS incurred any litigation costs in connection comply with the litigation that were requirements of Paragraph 2.2 (Sublicense); and (7) If LICENSEE or UCSD (but not reimbursed by LICENSEE; andboth) sues a third party for infringement of Patent Rights, then the non-suing party may not thereafter xxx such infringer for the acts of infringement raised in the suit.

Patent Infringement. 18.1 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 infringement of potential commercial significance of any of patent licensed under this Agreement, the REGENTS' PATENT RIGHTS, it knowledgeable party will provide the other with: (i) with written notice of such infringement and (ii) with any evidence of such infringement available to it (the "“Infringement Notice"”). Neither 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 will (including the infringer) of infringement or put an alleged infringer such third party on notice of the existence of any of the REGENTS' PATENT RIGHTS Patent Rights without first obtaining consent of the other. UNIVERSITY shall have the right to terminate this Agreement immediately without the obligation to provide 60 days’ 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 Patent Rights with respect to such infringement without first obtaining the written consent of UNIVERSITY. Both the REGENTS UNIVERSITY and the LICENSEE will use their diligent efforts to cooperate with each other to terminate such infringement without litigation. 18.2 (b) If infringing activity of potential commercial significance by the matter described in the Infringement Notice is infringer has not resolved abated within ninety (90) days of receipt of following the date the Infringement NoticeNotice takes effect, then the LICENSEE may institute suit for patent infringementinfringement against the infringer. The UNIVERSITY may voluntarily join such suit at its own expense, but may not thereafter commence suit against the infringer for the acts of infringement that are the subject of LICENSEE’s suit or any judgment rendered in that suit. LICENSEE may not join the REGENTS as UNIVERSITY in a party in such suit initiated by LICENSEE without the REGENTS' UNIVERSITY’S prior written consent. If the REGENTS joins such If, in a suit at the initiated by LICENSEE’s request or , UNIVERSITY is involuntarily joinedjoined other than by LICENSEE, the LICENSEE will pay all out-of-pocket any costs incurred by the REGENTS 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. 18.3 (c) If, within a hundred and twenty (120) days of receipt of following the Infringement Notice, the matter described in date the Infringement Notice takes effect, infringing activity of potential commercial significance by the infringer has not been resolved abated and the if LICENSEE has not filed brought suit against the infringer, then the REGENTS UNIVERSITY may institute suit for patent infringement against the infringer. If the REGENTS UNIVERSITY institutes such suit, then the LICENSEE may not join such suit without the REGENTS' UNIVERSITY’S consent and may not thereafter commence suit against the infringer for the acts of infringement that are the subject of the REGENTS' UNIVERSITY’S suit or any judgment rendered in that suit. 18.4 Notwithstanding anything to the contrary in this AGREEMENT, in the event that either party receives written notice of infringement under the Drug Price Competition and Patent Term Restoration Act of 1984 (and/or foreign counterparts of this Lawd) (“The Act”), then the party in receipt of such notice under the Act will promptly provide the Infringement Notice to the other party. If under the Act the LICENSEE will lose the right to pursue legal remedies for infringement by not filing suit, the notification period and the time period to file suit under Paragraph 18.2 will be accelerated to within forty-five (45) days from receipt of the Infringement Notice to either party. 18.5 Any recovery or settlement received in connection with any suit will first be shared by the REGENTS UNIVERSITY and the LICENSEE equally to cover any the litigation costs each incurred incurred, and will next shall be paid to the REGENTS UNIVERSITY 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 UNIVERSITY as follows: (ai) for any recovery other than amounts paid for willful infringement: (iA) the REGENTS UNIVERSITY will receive fifteen percent (15%) [*****] of the recovery if UNIVERSITY was not a party in the REGENTS litigation and did not incur any litigation costs or all of the REGENTS’ litigation costs were reimbursed by LICENSEE, costs; (iiB) the REGENTS UNIVERSITY will receive thirty percent (30%) [*****] of the recovery if UNIVERSITY was a party in the REGENTS 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 (ii) for any recovery for willful infringement, UNIVERSITY will receive [*****] of the recovery. In any suit initiated by 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. (e) Any agreement made by LICENSEE for purposes of settling litigation or other dispute shall comply with the requirements of Section 2.2 (Sublicenses) of this Agreement. (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 suit is being jointly prosecuted by the parties). (g) Any litigation proceedings will be controlled by the party bringing the suit, except that were not reimbursed UNIVERSITY may be represented by LICENSEE; andcounsel of its choice in any suit brought.

Patent Infringement. for reference only 18.1 If either party learns of infringement of potential commercial significance of any of the REGENTS' PATENT RIGHTS, it will provide the other with: (i) written notice of such infringement and (ii) any evidence of such infringement available to it (the "Infringement Notice"). Neither party will put an alleged infringer on notice of the existence of any of the REGENTS' PATENT RIGHTS without first obtaining consent of the other. Both the REGENTS and the LICENSEE will use their diligent efforts to terminate such infringement without litigation. 18.2 If the matter described in the Infringement Notice is not resolved within ninety (90) days of receipt of the Infringement Notice, then the LICENSEE may institute suit for patent infringement. The LICENSEE may not join the REGENTS as a party in such suit without the REGENTS' prior written consent. If the REGENTS joins such suit at the LICENSEE’s request or is involuntarily joined, the LICENSEE will pay all out-of-pocket costs incurred by the REGENTS arising out of such suit. 18.3 If, within a hundred and twenty (120) days of receipt of the Infringement Notice, the matter described in the Infringement Notice has not been resolved and the LICENSEE has not filed 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 that suit. 18.4 Notwithstanding anything to the contrary in this AGREEMENT, in the event that either party receives written notice of infringement under the Drug Price Competition and Patent Term Restoration Act of 1984 (and/or foreign counterparts of this Law) (“The Act”), then the party in receipt of such notice under the Act will promptly provide the Infringement Notice to the other party. If under the Act the LICENSEE will lose the right to pursue legal remedies for infringement by not filing suit, the notification period and the time period to file suit under Paragraph 18.2 will be accelerated to within forty-five (45) days from receipt of the Infringement Notice to either party. 18.5 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 will next 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 fifteen percent (15%) of the recovery if the REGENTS did not incur any litigation costs or all of the REGENTS’ litigation costs were reimbursed by LICENSEE, (ii) the REGENTS will receive thirty percent (30%) of the recovery if the REGENTS incurred any litigation costs in connection with the litigation that were not reimbursed by LICENSEE; and

Patent Infringement. 18.1 (a) If either party UCSD (based on actual knowledge of the licensing professional responsible for administering this Invention) or LICENSEE learns of potential infringement of potential commercial significance of any patent licensed under this Agreement, the knowledgeable party promptly will inform the other party of the REGENTS' PATENT RIGHTS, it will provide the other with: (i) written notice of such infringement and (ii) any provide evidence of such infringement available to it the knowledgeable party (the "“Infringement Notice"”). Neither In a jurisdiction where LICENSEE has exclusive rights under this Agreement, neither UNIVERSITY nor LICENSEE will notify a third party will (including the infringer) of infringement or put an alleged infringer such third party on notice of the existence of any of the REGENTS' PATENT RIGHTS Patent Rights without first obtaining consent of the other. Both 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 REGENTS existence of any Patent Rights regarding such infringement without first obtaining the written consent of UNIVERSITY and UNIVERSITY is sued for declaratory judgment (or its equivalent), UNIVERSITY will have the right to terminate this Agreement immediately, notwithstanding Paragraph 7.1. UNIVERSITY and LICENSEE will use their diligent efforts to cooperate with each other to terminate such infringement without litigation. 18.2 . If the matter described in the Infringement Notice is such infringement has not resolved ended within ninety (90) days of receipt the effective date of the Infringement Notice, then the LICENSEE may institute suit for patent infringement. The LICENSEE may initiate suit; and, if such infringement has not join the REGENTS as a party in such suit without the REGENTS' prior written consent. If the REGENTS joins such suit at the LICENSEE’s request or is involuntarily joined, the LICENSEE will pay all out-of-pocket costs incurred by the REGENTS arising out of such suit. 18.3 If, ended within a one hundred and twenty (120) days of receipt the effective date of the Infringement Notice, the matter described in the Infringement Notice has not been resolved and the LICENSEE has not filed initiated suit, then UNIVERSITY may initiate suit. (b) Notwithstanding the foregoing: (i) UNIVERSITY may not be joined in any suit against without its prior written consent; (ii) LICENSEE may not admit liability or wrongdoing on behalf of UNIVERSITY without its prior written consent; (iii) Each party will cooperate with the infringerother in litigation initiated under Paragraph 5.2, but at the expense of the party who initiated the suit; (iv) If UNIVERSITY is joined in any suit under Paragraph 5.2, LICENSEE will pay all of UNIVERSITY’s costs; (v) If UNIVERSITY is a party to a suit under Paragraph 5.2, 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 that suit. 18.4 Notwithstanding anything recovery to the contrary in this AGREEMENT, in the event that either party receives written notice of infringement under the Drug Price Competition and Patent Term Restoration Act of 1984 (and/or foreign counterparts of this Law) (“The Act”), then the party in receipt of such notice under the Act will promptly provide the Infringement Notice to the other party. If under the Act the LICENSEE will lose the right to pursue legal remedies for infringement by not filing suit, the notification period and the time period to file suit under Paragraph 18.2 UNIVERSITY will be accelerated equal to within forty-five (45) days from receipt of the Infringement Notice to either party. 18.5 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 will next 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 fifteen percent (15%) of net recoveries after reimbursement of LICENSEE’S and UNIVERSITY’S out of pocket costs related to the recovery if the REGENTS did not incur any suit; (vi) Any agreement made by LICENSEE for purposes of settling litigation costs or all of the REGENTS’ litigation costs were reimbursed by LICENSEE, (ii) the REGENTS other dispute regarding Patent Rights will receive thirty percent (30%) of the recovery if the REGENTS incurred any litigation costs in connection comply with the litigation that were not reimbursed by LICENSEErequirements of Paragraph 2.2 (Sublicense); and (vii) If LICENSEE or UCSD (but not both) sues a third party for infringement of Patent Rights, then the non-suing party may not thereafter sxx such infringer for the acts of infringement raised in the suit.

Patent Infringement. 18.1 If either party learns of infringement of potential commercial significance of any of the REGENTS' PATENT RIGHTS, it will provide the other with: (i) written notice of such infringement and (ii) any evidence of such infringement available to it (the "Infringement Notice"). Neither party will put an alleged infringer on notice of the existence of any of the REGENTS' PATENT RIGHTS without first obtaining consent of the other. Both the REGENTS and the LICENSEE will use their diligent efforts to terminate such infringement without litigation. 18.2 If the matter described in the Infringement Notice is not resolved within ninety (90) days of receipt of the Infringement Notice, then the LICENSEE may institute suit for patent infringement. The LICENSEE may not join the REGENTS as a party in such suit without the The REGENTS' prior written consent. If the REGENTS joins such suit at the LICENSEE’s request or is involuntarily joined, the LICENSEE will pay all out-of-pocket costs incurred by the REGENTS arising out of such suit. 18.3 If, within a hundred and twenty (120) days of receipt of the Infringement Notice, the matter described in the Infringement Notice has not been resolved and the LICENSEE has not filed 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 that suit. 18.4 Notwithstanding anything to the contrary in this AGREEMENT, in the event that either party receives written notice of infringement under the Drug Price Competition and Patent Term Restoration Act of 1984 (and/or foreign counterparts of this Law) (“The Act”), then the party in receipt of such notice under the Act will promptly provide the Infringement Notice to the other party. If under the Act the LICENSEE will lose the right to pursue legal remedies for infringement by not filing suit, the notification period and the time period to file suit under Paragraph 18.2 will be accelerated to within forty-five (45) days from receipt of the Infringement Notice to either party. 18.5 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 will next 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 fifteen percent (15%) of the recovery if the REGENTS did not incur any litigation costs or all of the REGENTS’ litigation costs were reimbursed by LICENSEE, (ii) the REGENTS will receive thirty percent (30%) of the recovery if the REGENTS incurred any litigation costs in connection with the litigation that were not reimbursed by LICENSEE; and

Patent Infringement. 18.1 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 infringement of potential commercial significance of any of patent licensed under this Agreement, the REGENTS' PATENT RIGHTS, it knowledgeable party will provide the other with: (i) with written notice of such infringement and (ii) with any evidence of such infringement available to it (the "“Infringement Notice"”). Neither During the period in which, and in the jurisdiction where, LICENSEE has exclusive rights under this Agreement, neither the applicable LICENSOR nor LICENSEE will notify a third party will (including the infringer) of infringement or put an alleged infringer such third party on notice of the existence of any of the REGENTS' PATENT RIGHTS Patent Rights without first obtaining consent of the other. Both If such consent is not obtained from LICENSORS and either LICENSOR is sued in declaratory judgment, UNIVERSITY shall have the REGENTS right to terminate this Agreement immediately without the obligation to provide 60 days’ 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 Patent Rights with respect to such infringement without first obtaining the written consent of the applicable LICENSOR. The applicable LICENSOR and the LICENSEE will use their diligent efforts to cooperate with each other to terminate such infringement without litigation. 18.2 (b) If infringing activity of potential commercial significance by the matter described in the Infringement Notice is infringer has not resolved been abated within ninety (90) days of receipt of following the date the Infringement NoticeNotice takes effect, then the LICENSEE may institute suit for patent infringementinfringement against the infringer. The UNIVERSITY and/or DFCI, whichever is licensor of the applicable Patent Rights, may voluntarily join such suit at its own expense, but may not thereafter commence suit against the infringer for the acts of infringement that are the subject of LICENSEE’s suit or any judgment rendered in that suit. LICENSEE may not join the REGENTS as UNIVERSITYand/or DFCI in a party in such suit initiated by LICENSEE without the REGENTS' UNIVERSITY’S and/or DFCI’s prior written consent. If the REGENTS joins such If, in a suit at the initiated by LICENSEE’s request , UNIVERSITYand/or DFCI is involuntarily joinedjoined other than by LICENSEE, the LICENSEE will pay all out-of-pocket any costs incurred by the REGENTS UNIVERSITY and/or DFCI arising out of such suit, including but not limited to, any legal fees of counsel that UNIVERSITY and/or DFCI selects and retains to represent it in the suit. 18.3 (c) If, within a hundred and twenty (120) days of receipt of following the Infringement Notice, the matter described in date the Infringement Notice takes effect, infringing activity of potential commercial significance by the infringer has not been resolved abated and the if LICENSEE has not filed brought suit against the infringer, then the REGENTS applicable LICENSOR may institute suit for patent infringement against the infringer. If the REGENTS applicable LICENSOR institutes such suit, then the LICENSEE may not join such suit without the REGENTS' that LICENSOR’s consent and may not thereafter commence suit against the infringer for the acts of infringement that are the subject of the REGENTS' LICENSOR’s suit or any judgment rendered in that suit. 18.4 Notwithstanding anything to the contrary in this AGREEMENT, in the event that either party receives written notice of infringement under the Drug Price Competition and Patent Term Restoration Act of 1984 (and/or foreign counterparts of this Lawd) (“The Act”), then the party in receipt of such notice under the Act will promptly provide the Infringement Notice to the other party. If under the Act the LICENSEE will lose the right to pursue legal remedies for infringement by not filing suit, the notification period and the time period to file suit under Paragraph 18.2 will be accelerated to within forty-five (45) days from receipt of the Infringement Notice to either party. 18.5 Any recovery or settlement received in connection with any suit will first be shared by the REGENTS applicable LICENSOR and the LICENSEE equally to cover any the litigation costs each incurred incurred, and will next shall be paid to the REGENTS LICENSOR 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 applicable LICENSOR as follows: (ai) for any recovery other than amounts paid for willful infringement: (iA) the REGENTS LICENSOR will receive fifteen percent (15%) of the recovery if the REGENTS LICENSOR was not a party in the litigation and did not incur any litigation costs or all of the REGENTS’ litigation costs were reimbursed by LICENSEE, costs; (iiB) the REGENTS LICENSOR will receive thirty twenty-five percent (3025%) of the recovery if the REGENTS LICENSOR was a party in the litigation, but did not incur any litigation costs, including the provisions of Paragraph 5.2(b) above, or (C) the LICENSOR will receive fifty percent (50%) of the recovery if LICENSOR incurred any litigation costs in connection with the litigation; and (ii) for any recovery for willful infringement, the LICENSOR will receive fifty percent (50%) of the recovery. In any suit initiated by a LICENSOR, any recovery in excess of litigation costs will belong to the LICENSOR. LICENSORS 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. (e) Any agreement made by LICENSEE for purposes of settling litigation or other dispute shall comply with the requirements of Section 2.2 (Sublicenses) of this Agreement. (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 suit is being jointly prosecuted by the parties). (g) Any litigation proceedings will be controlled by the party bringing the suit, except that were not reimbursed a LICENSOR may be represented by counsel of their choice in any suit brought by LICENSEE; and.

Patent Infringement. 18.1 If either In the event that a party (for the REGENTS, to the extent of actual knowledge of the licensing professional responsible for administration of this Agreement) learns of the substantial infringement of potential commercial significance of any of the REGENTS' ’ PATENT RIGHTSRIGHTS under this Agreement, it they will promptly provide the other with: (i) written party with notice of such infringement and (ii) any reasonable evidence of such infringement available to it (the "“Infringement Notice"”). Neither During the period and in a jurisdiction where LICENSEE has exclusive rights under this Agreement, neither party will put an alleged infringer on notice notify a third party, including the infringer, of the existence of any of the REGENTS' PATENT RIGHTS infringement without first obtaining consent of the otherother party, which consent will not be unreasonably withheld. Both If agreed by the REGENTS and the LICENSEE parties, both parties will use their diligent efforts efforts, in cooperation with each other, to terminate such infringement without litigation. 18.2 If the matter described in infringing activity of potential commercial significance has not been abated within [ * ] days following the Infringement Notice is not resolved within ninety (90) days of receipt effective date of the Infringement Notice, then the LICENSEE may institute suit for patent infringementinfringement against the infringer. The REGENTS may voluntarily join such suit at its own expense, but may not thereafter commence suit against the infringer for the acts of infringement that are the subject of LICENSEE’s suit or any judgment rendered in that suit. LICENSEE may not join the REGENTS as in a party in such suit initiated by LICENSEE without the REGENTS' ’ prior written consent. If the , If, in a suit initiated by LICENSEE, REGENTS joins such suit at the LICENSEE’s request or is involuntarily joinedjoined other than by LICENSEE, the LICENSEE will pay all out-of-pocket any costs incurred by the REGENTS arising out of such suit. 18.3 , including but not limited to, any legal fees of counsel that REGENTS selects and retains to represent it in the suit. If, within a hundred and twenty (120) [ * ] days of receipt following the effective date of the Infringement Notice, the matter described in the Infringement Notice infringing activity of potential commercial significance has not been resolved abated and the if LICENSEE has not filed 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 that suit. 18.4 Notwithstanding anything 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, provided that legal action brought jointly by 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 each party reimbursement in equal amounts of the attorney’s costs, fees, and other related expenses to the contrary extent each party paid for such costs, fees, and expenses until all such costs, fees, and expenses are consumed for each party; and b) any remaining amount shared jointly by them in this AGREEMENTproportion to the share of expenses paid by each party, but in no event will REGENTS’ share be less than [ * ] of such remaining amount if REGENTS is a party. 18.4 Each party will cooperate with the event that either party receives written notice other in litigation instituted hereunder but at the expense of infringement under the Drug Price Competition and Patent Term Restoration Act of 1984 (and/or foreign counterparts of this Law) (“The Act”), then the party in receipt on account of such notice under the Act will promptly provide the Infringement Notice to the other partywhom suit is brought. If under the Act the LICENSEE will lose the right to pursue legal remedies for infringement by not filing suit, the notification period and the time period to file suit under Paragraph 18.2 Such litigation will be accelerated to within forty-five (45) days from receipt controlled by the party bringing the action, except that REGENTS may be represented by counsel of the Infringement Notice to either partyits choice in any suit brought by LICENSE. 18.5 Any recovery agreement made by LICENSEE for the purposes of settling litigation or settlement received in connection other dispute shall comply with any suit will first be shared by the REGENTS and the LICENSEE equally to cover any litigation costs each incurred and will next be paid to the REGENTS or the LICENSEE to cover any litigation costs it incurred in excess requirements 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: Article 4 (a) for any recovery other than amounts paid for willful infringement: (i) the REGENTS will receive fifteen percent (15%Sublicenses) of the recovery if the REGENTS did not incur any litigation costs or all of the REGENTS’ litigation costs were reimbursed by LICENSEE, (ii) the REGENTS will receive thirty percent (30%) of the recovery if the REGENTS incurred any litigation costs in connection with the litigation that were not reimbursed by LICENSEE; andthis Agreement.

Patent Infringement. for reference only 18.1 If either party learns of infringement of potential commercial significance of any of the REGENTS' PATENT RIGHTS, it will provide the other with: (i) written notice of such infringement and (ii) any evidence of such infringement available to it (the "Infringement Notice"). Neither party will put an alleged infringer on notice of the existence of any of the REGENTS' PATENT RIGHTS without first obtaining consent of the other. Both the REGENTS and the LICENSEE will use their diligent efforts to terminate such infringement without litigation. 18.2 If the matter described in the Infringement Notice is not resolved within ninety (90) days of receipt of the Infringement Notice, then the LICENSEE may institute suit for patent infringement. The LICENSEE may not join the REGENTS as a party in such suit without the REGENTS' prior written consent. If the REGENTS joins such suit at the LICENSEE’s request or is involuntarily joined, the LICENSEE will pay all out-of-pocket costs incurred by the REGENTS arising out of such suit. 18.3 If, within a hundred and twenty (120) days of receipt of the Infringement Notice, the matter described in the Infringement Notice has not been resolved and the LICENSEE has not filed 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 that suit. 18.4 Notwithstanding anything to the contrary in this AGREEMENT, in the event that either party receives written notice of infringement under the Drug Price Competition and Patent Term Restoration Act of 1984 (and/or foreign counterparts of this Law) (“The Act”), then the party in receipt of such notice under the Act will promptly provide the Infringement Notice to the other party. If under the Act the LICENSEE will lose the right to pursue legal remedies for infringement by not filing suit, the notification period and the time period to file suit under Paragraph 18.2 will be accelerated to within forty-five (45) days from receipt of the Infringement Notice to either party. 18.5 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 will next 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 fifteen percent (15%) of the recovery if the REGENTS did not incur any litigation costs or all of the REGENTS’ litigation costs were reimbursed by LICENSEE, (ii) the REGENTS will receive thirty percent (30%) of the recovery if the REGENTS incurred any litigation costs in connection with the litigation that were not reimbursed by LICENSEE; andand for reference only

Patent Infringement. 18.1 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 infringement of potential commercial significance of any of patent licensed under this Agreement, the REGENTS' PATENT RIGHTS, it knowledgeable party will provide the other with: (i) with written notice of such infringement and (ii) with any evidence of such infringement available to it (the "“Infringement Notice"”). Neither 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 will (including the infringer) of infringement or put an alleged infringer such third party on notice of the existence of any of the REGENTS' PATENT RIGHTS Patent Rights without first obtaining consent of the other. UNIVERSITY shall have the right to terminate this Agreement immediately without the obligation to provide sixty (60) days' 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 Patent Rights with respect to such infringement without first obtaining the written consent of UNIVERSITY. Both the REGENTS UNIVERSITY and the LICENSEE will use their diligent efforts to cooperate with each other to terminate such infringement without litigation. 18.2 (b) If infringing activity of potential commercial significance by the matter described in the Infringement Notice is infringer has not resolved abated within ninety (90) days of receipt of following the date the Infringement NoticeNotice takes effect, then the LICENSEE may institute suit for patent infringementinfringement against the infringer. The UNIVERSITY may voluntarily join such suit at its own expense, but may not thereafter commence suit against the infringer for the acts of infringement that are the subject of LICENSEE's suit or any judgment rendered in that suit. LICENSEE may not join the REGENTS as UNIVERSITY in a party in such suit initiated by LICENSEE without the REGENTS' UNIVERSITY'S prior written consent. If the REGENTS joins such If, in a suit at the initiated by LICENSEE’s request or , UNIVERSITY is involuntarily joinedjoined other than by LICENSEE, the LICENSEE will pay all out-of-pocket any costs incurred by the REGENTS 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. 18.3 (c) If, within a hundred and twenty (120) days of receipt of following the Infringement Notice, the matter described in date the Infringement Notice takes effect, infringing activity of potential commercial significance by the infringer has not been resolved abated and the if LICENSEE has not filed brought suit against the infringer, then the REGENTS UNIVERSITY may institute suit for patent infringement against the infringer. If the REGENTS UNIVERSITY institutes such suit, then the LICENSEE may not join such suit without the REGENTS' UNIVERSITY'S consent and may not thereafter commence suit against the infringer for the acts of infringement that are the subject of the REGENTS' UNIVERSITY'S suit or any judgment rendered in that suit. 18.4 Notwithstanding anything to the contrary in this AGREEMENT, in the event that either party receives written notice of infringement under the Drug Price Competition and Patent Term Restoration Act of 1984 (and/or foreign counterparts of this Lawd) (“The Act”), then the party in receipt of such notice under the Act will promptly provide the Infringement Notice to the other party. If under the Act the LICENSEE will lose the right to pursue legal remedies for infringement by not filing suit, the notification period and the time period to file suit under Paragraph 18.2 will be accelerated to within forty-five (45) days from receipt of the Infringement Notice to either party. 18.5 Any recovery or settlement received in connection with any suit will first be shared by the REGENTS UNIVERSITY and the LICENSEE equally to cover any the litigation costs each incurred incurred, and will next shall be paid to the REGENTS UNIVERSITY 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 UNIVERSITY as follows: (ai) for any recovery other than amounts paid for willful infringement: (iA) the REGENTS UNIVERSITY will receive fifteen percent (15%) […***…] of the recovery if UNIVERSITY was not a party in the REGENTS litigation and did not incur any litigation costs or all of the REGENTS’ litigation costs were reimbursed by LICENSEE, costs; (iiB) the REGENTS UNIVERSITY will receive thirty percent (30%) […***…] of the recovery if UNIVERSITY was a party in the REGENTS 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 (ii) for any recovery for willful infringement, UNIVERSITY will receive […***…] of the recovery. In any suit initiated by 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 Paragraph 5.2. (e) Any agreement made by LICENSEE for purposes of settling litigation or other dispute shall comply with the requirements of Paragraph 2.2 (Sublicenses) of this Agreement. (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 suit is being jointly prosecuted by the parties). (g) Any litigation proceedings will be controlled by the party bringing the suit, except that were not reimbursed UNIVERSITY may be represented by counsel of its choice in any suit brought by LICENSEE; and.