Common use of Patent Matters Clause in Contracts

Patent Matters. Paragraph 5.2 (b) shall be deleted in its entirety and replaced with the following: LICENSEE may request that the UNIVERSITY take legal action against the infringement of University’s Patent Rights. Such request must be in writing and must include reasonable evidence of infringement and damages to LICENSEE. If the infringing activity has not abated within ninety (90) days following the effective date of request, then the UNIVERSITY or the U.S. Government has the right to: the UNIVERSITY shall give notice of its election in writing to LICENSEE by the end of the one-hundredth (100th) day after receiving notice of written request from LICENSEE; provided, however, in the event of a litigation commenced under the ▇▇▇▇▇-▇▇▇▇▇▇ Act, UNIVERSITY shall give notice of its election in writing to LICENSEE by the end of the thirtieth (30th) day after receiving notice of written request from LICENSEE. LICENSEE may thereafter bring suit for patent infringement, at its own expense, if and only if the UNIVERSITY and the U.S. Government elect not to commence suit and if the infringement occurred during the period and in a jurisdiction where LICENSEE had exclusive rights under this Agreement. If, however, LICENSEE elects to bring suit in accordance with this Paragraph 5.2, then the UNIVERSITY or the U.S. Government may thereafter join that suit at its own expense. LICENSEE agrees not to bring suit for patent infringement without following the procedures of this Paragraph, and both parties agree to be bound by the outcome of a suit for patent infringement, patent infringement issues and patent infringement defenses raised through the pendency of such a suit under this Paragraph 5.2 (b). All other terms and conditions in the License Agreement between OTONOMY and UNIVERSITY, effective November 5, 2008 and amended in Amendment No. 1, effective January 27, 2010, shall remain unchanged and in effect. *** Certain information on this page has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions. The parties agree that this Amendment No. 2 may be executed by facsimile and in two (2) or more counterparts each of which shall be deemed an original and all of which together shall constitute but one and the same instrument. OTONOMY, INC. THE REGENTS OF THE UNIVERSITY OF CALIFORNIA By: /s/ ▇▇▇ ▇▇▇▇▇▇▇ By: /s/ ▇▇▇▇ ▇. ▇▇▇▇▇▇, Ph.D. Name: ▇▇▇ ▇▇▇▇▇▇▇ Name: ▇▇▇▇ ▇. ▇▇▇▇▇▇, Ph.D. Title: CEO Title: Assistant Vice Chancellor Date: June 9, 2010 Date: 6/9/10 This amendment to the agreement (“Amendment No. 3”) is made by and between Otonomy, Inc., a Delaware corporation having an address at ▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇ Drive, Suite 100, San Diego, California 92121 (“Otonomy”) and The Regents of the University of California, a California corporation having its statewide administrative offices at ▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇-▇▇▇▇ (“UNIVERSITY”), as represented by its San Diego campus having an address at University of California, San Diego, Technology Transfer Office, Mail Code 0910, ▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇, La Jolla, California 92093-0910 (“UCSD”). Amendment No. 3 is effective as of the date of the last signature below (“Amendment No. 3 Effective Date”).

Patent Matters. Paragraph 5.2 (ba) shall be deleted As of the Effective Date: (i) SANGAMO warrants and represents that, except as SANGAMO otherwise has advised BAXTER in its entirety writing prior to the Effective Date, it has not received written notice from any Third Party that any composition, process or use claimed by the Patent Rights infringes an issued patent of such Third Party; (ii) SANGAMO warrants and replaced with represents that (A) it has conducted searches of public databases for issued patents and published Third Party patent applications that contain the following: LICENSEE may request words "zinc finger" or "nucleic acid binding proteins" in the title or abstract, and (B) that it has disclosed to BAXTER all issued patents and published Third Party patent applications that have been disclosed to SANGAMO in the UNIVERSITY take legal results of such searches. (iii) SANGAMO warrants and represents that it has no actual knowledge (without any duty of inquiry) of any current action against the conducted by a Third Party which is or would constitute an infringement of University’s the Patent Rights. Such request must be in writing and must include reasonable evidence of infringement and damages to LICENSEE. If the infringing activity has not abated within ninety (90) days following the effective date of request, then the UNIVERSITY or the U.S. Government has the right to: the UNIVERSITY shall give notice of its election in writing to LICENSEE by the end of the one-hundredth (100th) day after receiving notice of written request from LICENSEE; provided, however, Rights in the event Field; (iv) BAXTER has had the opportunity to review such materials and to ask such questions of a litigation commenced under the ▇▇▇▇▇-▇▇▇▇▇▇ ActSANGAMO and its advisors, UNIVERSITY shall give notice of its election in writing to LICENSEE by the end of the thirtieth (30th) day after receiving notice of written request from LICENSEE. LICENSEE may thereafter bring suit for patent infringement, at its own expense, if and only if the UNIVERSITY and the U.S. Government elect not to commence suit and if the infringement occurred during the period and in a jurisdiction where LICENSEE had exclusive rights under this Agreement. If, however, LICENSEE elects to bring suit in accordance with this Paragraph 5.2, then the UNIVERSITY or the U.S. Government may thereafter join that suit at its own expense. LICENSEE agrees not to bring suit for patent infringement without following the procedures of this Paragraph, and both parties agree to be bound by the outcome of a suit for patent infringement, patent infringement issues and patent infringement defenses raised through the pendency of such a suit under this Paragraph 5.2 (b). All other terms and conditions in the License Agreement between OTONOMY and UNIVERSITY, effective November 5, 2008 and amended in Amendment No. 1, effective January 27, 2010, shall remain unchanged and in effect. *** Certain information on this page has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions. The parties agree that this Amendment No. 2 may be executed by facsimile and in two (2) or more counterparts each of which shall be deemed an original and all of which together shall constitute but one and the same instrument. OTONOMY, INC. THE REGENTS OF THE UNIVERSITY OF CALIFORNIA By: /s/ ▇▇▇ ▇▇▇▇▇▇▇ By: /s/ ▇▇▇▇ ▇. ▇▇▇▇▇▇, Ph.D. Name: ▇▇▇ ▇▇▇▇▇▇▇ Name: ▇▇▇▇ ▇. ▇▇▇▇▇▇, Ph.D. Title: CEO Title: Assistant Vice Chancellor Date: June 9, 2010 Date: 6/9/10 This amendment to the agreement (“Amendment No. 3”) is made by and between Otonomy, Inc., a Delaware corporation having an address at ▇▇as BAXT▇▇ ▇▇▇▇▇ ▇▇▇▇▇ Driveessary or appropriate, Suite 100, San Diego, California 92121 regarding the Patent Rights. SANGAMO warrants and represents that such materials provided to BAXTER and responses to such inquiries did not contain any untrue statement of a (“Otonomy”v) SANGAMO warrants and The Regents represents that it has reviewed its intellectual property portfolio and believes that there are no other patents or patent applications owned by SANGAMO or licensed to SANGAMO with the right to grant sublicenses which would be infringed in the practice of the University Patent Rights in the Field in the Territory. Should it later eventuate that any patent or patent application, that as of Californiathe Effective Date is owned by SANGAMO or licensed to SANGAMO with the right to grant sublicenses, a California corporation having its statewide administrative offices at ▇▇would be infringed in the practice of the Patent Rights in the Field in the Territory, then that patent or patent application shall be deemed to be licensed to BAXT▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇-▇▇▇▇ (“UNIVERSITY”), as represented by its San Diego campus having an address at University of California, San Diego, Technology Transfer Office, Mail Code 0910, ▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇, La Jolla, California 92093-0910 (“UCSD”). Amendment No. 3 is effective as part of the date of Patent Rights under this Agreement but only to the last signature below (“Amendment No. 3 Effective Date”)extent necessary for BAXTER to exercise the license rights granted to it under this Agreement.

Patent Matters. Paragraph 5.2 19.1 ABI will, in a scientifically and commercially reasonable manner, file and prosecute patent applications and maintain patents in the Territory relating to the Technology, the ABI Owned Developments and any improvements made by or on behalf of ABI (b"ABI Developments"). ---------------- 19.2 APP will not attempt to file or prosecute any patent applications or maintain any patent covering the Technology, the ABI Developments, or the ABI Owned Developments except: (i) shall be deleted as ABI may, in its entirety sole discretion, approve in writing; (ii) in the event ABI elects to discontinue or abandon the prosecution and/or maintenance of any patent or patent application covering the Technology in the Territory, it shall provide adequate notice to APP and replaced with shall give APP the following: LICENSEE opportunity to file, continue prosecution of, pay any issuance fee and/or maintain such patent application and/or patent at APP's own expense. 19.3 APP may request take whatever steps it deems necessary to protect and enforce its rights and interest in APP Owned Developments. ABI will not attempt to file or prosecute any patent applications or maintain any patent covering the APP Owned Developments. 19.4 If either Party becomes aware of any Product or activity of any third party that involves or may involve infringement or other violation of any patent relating to the UNIVERSITY Proprietary Information, APP Owned Developments (to the extent related to the Product), ABI Owned Developments, ABI Developments or other Proprietary Right in the Territory, that Party must promptly notify the other Party in writing of the infringement or violation. 19.5 ABI will have the first right, but not the obligation, to file suit or take legal other action against to prevent the infringement of University’s Patent Rights. Such request must be any patents or Technology owned by ABI related to the Product in writing and must include reasonable evidence of infringement and damages to LICENSEEthe Territory. If ABI takes such action, ABI will control any action undertaken by ABI against an infringer, and ABI may enter into settlements, stipulated judgments or other arrangements respecting the infringing activity has not abated within ninety (90) days following the effective date of request, then the UNIVERSITY or the U.S. Government has the right to: the UNIVERSITY shall give notice of its election in writing to LICENSEE by the end of the one-hundredth (100th) day after receiving notice of written request from LICENSEE; provided, however, in the event of a litigation commenced under the ▇▇▇▇▇-▇▇▇▇▇▇ Act, UNIVERSITY shall give notice of its election in writing to LICENSEE by the end of the thirtieth (30th) day after receiving notice of written request from LICENSEE. LICENSEE may thereafter bring suit for patent infringement, at its own expenseexpense unless the proposed settlements, judgments or arrangements would adversely affect APP, in which case, they will be subject to APP's consent which will not be unreasonably withheld. If ABI takes such action, ABI will defend, indemnify and hold APP harmless from related costs and expenses for such claimed infringement. APP will permit an action to be brought by ABI in APP's name if required by law. APP agrees to provide all assistance that ABI may reasonably require in any litigation, including providing written evidence, deposition and only if trial testimony, for which ABI will pay APP a reasonable hourly rate of compensation, together with reimbursement for out-of-pocket costs. Any damages or other recovery from an infringement action undertaken by ABI pursuant to this Section 19.5 to enforce ABI's ------------ Proprietary Rights relating to the UNIVERSITY Product sold in the Territory, will be used first to reimburse ABI's legal costs and expenses incurred in the U.S. Government elect not action and thereafter any damages or other recovery relating to Products sold by the APP Parties in the Territory will be shared equally with APP. 19.6 If ABI does not, within 90 days after receipt of notice of a patent infringement relating to the use of the Product sold by the APP Parties in the Territory, commence suit action directed toward restraining or enjoining such patent infringement, APP may take such legally permissible action as it deems necessary or appropriate to enforce ABI's patent rights and if the restrain such infringement occurred during the period and in a jurisdiction where LICENSEE had exclusive rights under this Agreement. If, however, LICENSEE elects to bring suit in accordance with this Paragraph 5.2, then the UNIVERSITY or the U.S. Government may thereafter join that suit at its own expenseexpense unless the actions would adversely affect ABI, in which case they will be subject to ABI's consent which will not be unreasonably withheld. LICENSEE agrees If APP takes such action, APP will indemnify, defend and hold harmless ABI in respect of any such action. Any damages or other recovery from an infringement action undertaken by APP pursuant to this Section 19.6 to ------------ enforce ABI Proprietary Rights on the Product sold in the Territory, will be first used to reimburse APP's legal costs and expenses incurred in such action and thereafter shared equally with ABI; provided if any portion of such damages or other recovery relate to infringement outside the Territory or Product not sold by the APP Parties in the Territory, such portion shall be paid 100% to bring suit for patent infringement without following ABI. 19.7 Each Party must fully cooperate with the procedures of this Paragraphother Party bringing any action, including joining as a Party to the suit, if necessary, and both parties agree to be bound by also including, without limitation, supplying essential documentary evidence and making essential witnesses then in its employ available. 19.8 If any third party threatens or commences a lawsuit against either Party alleging the outcome of a suit for patent infringement, patent infringement issues and patent infringement defenses raised through the pendency Product in any way infringes or otherwise violates any Proprietary Rights of such a suit under this Paragraph 5.2 (b). All third party, it shall promptly notify the other terms and conditions Party in the License Agreement between OTONOMY and UNIVERSITY, effective November 5, 2008 and amended in Amendment No. 1, effective January 27, 2010, shall remain unchanged and in effect. *** Certain information on this page has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions. The parties agree that this Amendment No. 2 may be executed by facsimile and in two (2) or more counterparts each of which shall be deemed an original and all of which together shall constitute but one and the same instrument. OTONOMY, INC. THE REGENTS OF THE UNIVERSITY OF CALIFORNIA By: /s/ ▇▇▇ ▇▇▇▇▇▇▇ By: /s/ ▇▇▇▇ ▇. ▇▇▇▇▇▇, Ph.D. Name: ▇▇▇ ▇▇▇▇▇▇▇ Name: ▇▇▇▇ ▇. ▇▇▇▇▇▇, Ph.D. Title: CEO Title: Assistant Vice Chancellor Date: June 9, 2010 Date: 6/9/10 This amendment to the agreement (“Amendment No. 3”) is made by and between Otonomy, Inc., a Delaware corporation having an address at ▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇ Drive, Suite 100, San Diego, California 92121 (“Otonomy”) and The Regents of the University of California, a California corporation having its statewide administrative offices at ▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇-▇▇▇▇ (“UNIVERSITY”), as represented by its San Diego campus having an address at University of California, San Diego, Technology Transfer Office, Mail Code 0910, ▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇, La Jolla, California 92093-0910 (“UCSD”). Amendment No. 3 is effective as of the date of the last signature below (“Amendment No. 3 Effective Date”)writing.

Patent Matters. Paragraph 5.2 (a) Biotec KG, as to any patentable inventions included in that the Biotec Technology, shall have the right, in its sole discretion, to (i) affirmatively seek patent protection for any such invention at its sole cost and expense or (ii) maintain such invention as a trade secret. Biotec, as the party that owns all Improvements pursuant to the provisions of Section 7, shall have the right, in its sole discretion, to (i) affirmatively seek patent protection for any such Improvement at its sole cost and expense or (ii) maintain any Improvement as a trade secret. (b) Each party shall provide each other party with such assistance as may be deleted reasonably requested, from time to time, in its entirety connection with efforts to seek patent protection for any Improvement in accordance with Section 8(a), including the execution of any documents necessary to obtain and replaced with the following: LICENSEE may request that the UNIVERSITY take legal action against the infringement of University’s Patent Rights. Such request must be in writing and must include reasonable evidence of infringement and damages to LICENSEE. If the infringing activity has not abated within ninety (90) days following the effective date of request, then the UNIVERSITY or the U.S. Government has the right to: the UNIVERSITY shall give notice of its election in writing to LICENSEE by the end of the one-hundredth (100th) day after receiving notice of written request from LICENSEEmaintain such patent protection; provided, however, that the party responsible for seeking patent protection shall reimburse such party for any out-of pocket fees and expenses reasonably incurred by such party in providing such assistance. The Biotec Group and EC shall conduct, no less frequently than quarterly, periodic technology review meetings at which the Biotec Group shall provide EC with copies of any new patents that have issued on any patent applications included in the event patents included in the Biotec Technology since the time of a litigation commenced under the ▇▇▇▇▇-▇▇▇▇▇▇ Actprior technology review meeting (if any) and the parties will review (i) the status of the prosecution of then pending patent applications included in the patents included in the Biotec Technology, UNIVERSITY (ii) any Improvements that have been made by either party since the time of the prior technology review meeting (if applicable) and (iii) other matters relating to the development of Improvements and the protection and status of the Technology. (c) The Biotec Group shall have no obligation to pay any maintenance fees and annuities as they become due in respect of any patents included in the Biotec Technology; provided that, if the Biotec Group elects not to pay or cause to be paid any such fees or annuities, EKI shall use reasonable efforts to give written notice of such election to EC before the due date therefor, and EC shall have the right (but not the obligation) to pay such fees or annuities. If EC, in its election in writing discretion, determines to LICENSEE by pay such fees or annuities, the end Biotec Group agrees to assign to EC all of the thirtieth (30th) day after receiving notice of written request from LICENSEE. LICENSEE may thereafter bring suit for patent infringementBiotec Group's right, at its own expense, if title and only if the UNIVERSITY interest in and the U.S. Government elect not to commence suit and if the infringement occurred during the period and in a jurisdiction where LICENSEE had exclusive rights under this Agreement. If, however, LICENSEE elects to bring suit in accordance with this Paragraph 5.2, then the UNIVERSITY or the U.S. Government may thereafter join that suit at its own expense. LICENSEE agrees not to bring suit for patent infringement without following the procedures of this Paragraph, and both parties agree to be bound by the outcome of a suit for patent infringement, patent infringement issues and patent infringement defenses raised through the pendency of such a suit under this Paragraph 5.2 (b). All other terms and conditions in the License Agreement between OTONOMY and UNIVERSITY, effective November 5, 2008 and amended in Amendment No. 1, effective January 27, 2010, shall remain unchanged and in effect. *** Certain information on this page has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions. The parties agree that this Amendment No. 2 may be executed by facsimile and in two (2) patents to which such fees or more counterparts each of which shall be deemed an original and all of which together shall constitute but one and the same instrument. OTONOMY, INC. THE REGENTS OF THE UNIVERSITY OF CALIFORNIA By: /s/ ▇▇▇ ▇▇▇▇▇▇▇ By: /s/ ▇▇▇▇ ▇. ▇▇▇▇▇▇, Ph.D. Name: ▇▇▇ ▇▇▇▇▇▇▇ Name: ▇▇▇▇ ▇. ▇▇▇▇▇▇, Ph.D. Title: CEO Title: Assistant Vice Chancellor Date: June 9, 2010 Date: 6/9/10 This amendment to the agreement (“Amendment No. 3”) is made by and between Otonomy, Inc., a Delaware corporation having an address at ▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇ Drive, Suite 100, San Diego, California 92121 (“Otonomy”) and The Regents of the University of California, a California corporation having its statewide administrative offices at ▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇-▇▇▇▇ (“UNIVERSITY”), as represented by its San Diego campus having an address at University of California, San Diego, Technology Transfer Office, Mail Code 0910, ▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇, La Jolla, California 92093-0910 (“UCSD”). Amendment No. 3 is effective as of the date of the last signature below (“Amendment No. 3 Effective Date”)annuities relate.

Patent Matters. Delete Paragraph 5.2 (b) shall be deleted 5.1 in its entirety and replaced replace it with the following: “ (a) LICENSEE shall be responsible for the prosecution and maintenance of any Patent Rights claiming or covering any Inventions, and UNIVERSITY shall reasonably cooperate with LICENSEE in connection with the same, including, upon the request of LICENSEE, promptly executing any and all patent applications, formal documents, assignments, or other instruments which LICENSEE deems necessary or reasonably useful for the filing, prosecution, and maintenance, of any Patent Rights claiming or covering any such Inventions, which may request that be filed or prepared at LICENSEE's cost and expense. (b) LICENSEE shall keep UNIVERSITY reasonably informed of the UNIVERSITY take legal action against the infringement prosecution of University’s Patent Rights. Such request must LICENSEE shall provide UNIVERSITY with a copy of material communications from any patent authority regarding such Inventions, and shall provide drafts of any material filings or responses to be made to such patent authorities a reasonable amount of time in writing advance of submitting such filings or responses so that UNIVERSITY may have an opportunity to review and must include reasonable evidence of infringement and damages comment. (c) If LICENSEE plans to LICENSEE. If the infringing activity has abandon, cease prosecution or not abated within ninety (90maintain any patent(s) days following the effective date of requestor patent application(s) in Patent Rights, then the to avoid abandonment or other loss of rights, LICENSEE will provide UNIVERSITY or the U.S. Government has the right to: the with at least [***] notice of such plan and UNIVERSITY shall give notice of its election in writing to LICENSEE by have the end of the one-hundredth (100th) day after receiving notice of written request from LICENSEE; provided, howeverright, in the event UNIVERSITY's sole discretion, to file for or continue prosecution and/or maintenance of a litigation commenced under the ▇▇▇▇▇-▇▇▇▇▇▇ Act, UNIVERSITY shall give notice of its election in writing to LICENSEE by the end of the thirtieth (30th) day after receiving notice of written request from LICENSEE. LICENSEE may thereafter bring suit for such patent infringement, or patent application at its own expense. (d) For clarity, if and only if the UNIVERSITY and the U.S. Government elect not nothing in this Amendment relieves LICENSEE from its obligation to commence suit and if the infringement occurred during the period and in a jurisdiction where LICENSEE had exclusive rights under make disclosures to UNIVERSITY.” In consideration for this AgreementAmendment No. If, however2, LICENSEE elects to bring suit in accordance with this Paragraph 5.2, then the shall pay UNIVERSITY or the U.S. Government may thereafter join that suit at its own expense. LICENSEE agrees not to bring suit for patent infringement without following the procedures an amendment fee of this Paragraph, and both parties agree to be bound by the outcome [***] within [***] of a suit for patent infringement, patent infringement issues and patent infringement defenses raised through the pendency receipt of such a suit under this Paragraph 5.2 (b)an invoice. All other terms and conditions in the License Agreement between OTONOMY LICENSEE and UNIVERSITYUNIVERSITY effective October 4, effective November 5, 2008 and amended in Amendment No. 1, effective January 27, 2010, 2021 shall remain unchanged and in effect. *** Certain information on this page has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions. The parties agree that this Amendment No. 2 may be executed by facsimile electronically and in two (2) or more counterparts each of which shall be deemed an original and all of which together shall constitute but one and the same instrument. OTONOMY, INC. THE REGENTS OF THE UNIVERSITY OF CALIFORNIA By: /s/ ▇▇▇ ▇▇▇▇▇▇▇ By: /s/ ▇▇▇▇ ▇. ▇▇▇▇▇▇, Ph.D. Name: ▇▇▇ ▇▇▇▇▇▇▇ Name: ▇▇▇▇ ▇. ▇▇▇▇▇▇, Ph.D. Title: CEO Title: Assistant Vice Chancellor Date: June 9, 2010 Date: 6/9/10 This amendment to the agreement (“Amendment No. 3”) is made by and between Otonomy, Inc., a Delaware corporation having an address at ▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇ Drive, Suite 100, San Diego, California 92121 (“Otonomy”) and The Regents of the University of California, a California corporation having its statewide administrative offices at ▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇-▇▇▇▇ (“UNIVERSITY”), as represented by its San Diego campus having an address at University of California, San Diego, Technology Transfer Office, Mail Code 0910, ▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇, La Jolla, California 92093-0910 (“UCSD”). Amendment No. 3 is effective as of the date of the last signature below (“Amendment No. 3 Effective Date”)document.

Patent Matters. Delete Paragraph 5.2 (b) shall be deleted 5.1 in its entirety and replaced replace it with the following: “ (a) LICENSEE shall be responsible for the prosecution and maintenance of any Patent Rights claiming or covering any Inventions, and UNIVERSITY shall reasonably cooperate with LICENSEE in connection with the same, including, upon the request of LICENSEE, promptly executing any and all patent applications, formal documents, assignments, or other instruments which LICENSEE deems necessary or reasonably useful for the filing, prosecution, and maintenance, of any Patent Rights claiming or covering any such Inventions, which may request that be filed or prepared at LICENSEE's cost and expense. (b) LICENSEE shall keep UNIVERSITY reasonably informed of the UNIVERSITY take legal action against the infringement prosecution of University’s Patent Rights. Such request must LICENSEE shall provide UNIVERSITY with a copy of material communications from any patent authority regarding such Inventions, and shall provide drafts of any material filings or responses to be made to such patent authorities a reasonable amount of time in writing advance of submitting such filings or responses so that UNIVERSITY may have an opportunity to review and must include reasonable evidence of infringement and damages comment. (c) If LICENSEE plans to LICENSEE. If the infringing activity has abandon, cease prosecution or not abated within ninety (90maintain any patent(s) days following the effective date of requestor patent application(s) in Patent Rights, then the to avoid abandonment or other loss of rights, LICENSEE will provide UNIVERSITY or the U.S. Government has the right to: the with at least [***] notice of such plan and UNIVERSITY shall give notice of its election in writing to LICENSEE by have the end of the one-hundredth (100th) day after receiving notice of written request from LICENSEE; provided, howeverright, in the event UNIVERSITY's sole discretion, to file for or continue prosecution and/or maintenance of a litigation commenced under the ▇▇▇▇▇-▇▇▇▇▇▇ Act, UNIVERSITY shall give notice of its election in writing to LICENSEE by the end of the thirtieth (30th) day after receiving notice of written request from LICENSEE. LICENSEE may thereafter bring suit for such patent infringement, or patent application at its own expense. (d) For clarity, if and only if the UNIVERSITY and the U.S. Government elect not nothing in this Amendment relieves LICENSEE from its obligation to commence suit and if the infringement occurred during the period and in a jurisdiction where LICENSEE had exclusive rights under make disclosures to UNIVERSITY.” In consideration for this AgreementAmendment No. If, however1, LICENSEE elects to bring suit in accordance with this Paragraph 5.2, then the shall pay UNIVERSITY or the U.S. Government may thereafter join that suit at its own expense. LICENSEE agrees not to bring suit for patent infringement without following the procedures an amendment fee of this Paragraph, and both parties agree to be bound by the outcome [***] within [***] of a suit for patent infringement, patent infringement issues and patent infringement defenses raised through the pendency receipt of such a suit under this Paragraph 5.2 (b)an invoice. All other terms and conditions in the License Agreement between OTONOMY LICENSEE and UNIVERSITYUNIVERSITY effective April 23, effective November 5, 2008 and amended in Amendment No. 1, effective January 27, 2010, 2020 shall remain unchanged and in effect. *** Certain information on this page has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions. The parties agree that this Amendment No. 2 1 may be executed by facsimile electronically and in two (2) or more counterparts each of which shall be deemed an original and all of which together shall constitute but one and the same instrument. OTONOMY, INC. THE REGENTS OF THE UNIVERSITY OF CALIFORNIA By: /s/ ▇▇▇ ▇▇▇▇▇▇▇ By: /s/ ▇▇▇▇ ▇. ▇▇▇▇▇▇, Ph.D. Name: ▇▇▇ ▇▇▇▇▇▇▇ Name: ▇▇▇▇ ▇. ▇▇▇▇▇▇, Ph.D. Title: CEO Title: Assistant Vice Chancellor Date: June 9, 2010 Date: 6/9/10 This amendment to the agreement (“Amendment No. 3”) is made by and between Otonomy, Inc., a Delaware corporation having an address at ▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇ Drive, Suite 100, San Diego, California 92121 (“Otonomy”) and The Regents of the University of California, a California corporation having its statewide administrative offices at ▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇-▇▇▇▇ (“UNIVERSITY”), as represented by its San Diego campus having an address at University of California, San Diego, Technology Transfer Office, Mail Code 0910, ▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇, La Jolla, California 92093-0910 (“UCSD”). Amendment No. 3 is effective as of the date of the last signature below (“Amendment No. 3 Effective Date”)document.

Patent Matters. Paragraph 5.2 (a) Biotec KG, as to any patentable inventions included in that the Biotec Technology, shall have the right, in its sole discretion, to (i) affirmatively seek patent protection for any such invention at its sole cost and expense or (ii) maintain such invention as a trade secret. Biotec KG, as to all Improvements that it owns pursuant to the provisions of Section 7, shall have the right, in its sole discretion, to (i) affirmatively seek patent protection for any such Improvement at its sole cost and expense or (ii) maintain any Improvement as a trade secret. The parties will reasonably cooperate in determining whether to seek patent protection of any Joint Improvements that are jointly owned. (b) Each party shall provide each other party with such assistance as may be deleted reasonably requested, from time to time, in its entirety connection with efforts to seek patent protection for any Improvement in accordance with Section 8(a), including the execution of any documents necessary to obtain and replaced with the following: LICENSEE may request that the UNIVERSITY take legal action against the infringement of University’s Patent Rights. Such request must be in writing and must include reasonable evidence of infringement and damages to LICENSEE. If the infringing activity has not abated within ninety (90) days following the effective date of request, then the UNIVERSITY or the U.S. Government has the right to: the UNIVERSITY shall give notice of its election in writing to LICENSEE by the end of the one-hundredth (100th) day after receiving notice of written request from LICENSEEmaintain such patent protection; provided, however, that the party responsible for seeking patent protection shall reimburse such party for any out-of pocket fees and expenses reasonably incurred by such party in providing such assistance. The Biotec Group and EC shall conduct, no less frequently than quarterly, periodic technology review meetings at which the Biotec Group shall provide EC with copies of any new patents that have issued on any patent applications included in the event patents included in the Biotec Technology since the time of a litigation commenced under the ▇▇▇▇▇-▇▇▇▇▇▇ Actprior technology review meeting (if any) and the parties will review (i) the status of the prosecution of then pending patent applications included in the patents included in the Biotec Technology, UNIVERSITY (ii) any Improvements that have been made by either party since the time of the prior technology review meeting (if applicable) and (iii) other matters relating to the development of Improvements and the protection and status of the Technology. I am not sure this is necessary given the constraints (c) The Biotec Group shall have no obligation to pay any maintenance fees and annuities as they become due in respect of any patents included in the Biotec Technology; provided that, if the Biotec Group elects not to pay or cause to be paid any such fees or annuities, Biotec KG shall use reasonable efforts to give written notice of such election to EC before the due date therefor, and EC shall have the right (but not the obligation) to pay such fees or annuities. If EC, in its election in writing discretion, determines to LICENSEE by pay such fees or annuities, the end Biotec Group agrees to assign to EC all of the thirtieth (30th) day after receiving notice of written request from LICENSEE. LICENSEE may thereafter bring suit for patent infringementBiotec Group's right, at its own expense, if title and only if the UNIVERSITY interest in and the U.S. Government elect not to commence suit and if the infringement occurred during the period and in a jurisdiction where LICENSEE had exclusive rights under this Agreement. If, however, LICENSEE elects to bring suit in accordance with this Paragraph 5.2, then the UNIVERSITY or the U.S. Government may thereafter join that suit at its own expense. LICENSEE agrees not to bring suit for patent infringement without following the procedures of this Paragraph, and both parties agree to be bound by the outcome of a suit for patent infringement, patent infringement issues and patent infringement defenses raised through the pendency of such a suit under this Paragraph 5.2 (b). All other terms and conditions in the License Agreement between OTONOMY and UNIVERSITY, effective November 5, 2008 and amended in Amendment No. 1, effective January 27, 2010, shall remain unchanged and in effect. *** Certain information on this page has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions. The parties agree that this Amendment No. 2 may be executed by facsimile and in two (2) patents to which such fees or more counterparts each of which shall be deemed an original and all of which together shall constitute but one and the same instrument. OTONOMY, INC. THE REGENTS OF THE UNIVERSITY OF CALIFORNIA By: /s/ ▇▇▇ ▇▇▇▇▇▇▇ By: /s/ ▇▇▇▇ ▇. ▇▇▇▇▇▇, Ph.D. Name: ▇▇▇ ▇▇▇▇▇▇▇ Name: ▇▇▇▇ ▇. ▇▇▇▇▇▇, Ph.D. Title: CEO Title: Assistant Vice Chancellor Date: June 9, 2010 Date: 6/9/10 This amendment to the agreement (“Amendment No. 3”) is made by and between Otonomy, Inc., a Delaware corporation having an address at ▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇ Drive, Suite 100, San Diego, California 92121 (“Otonomy”) and The Regents of the University of California, a California corporation having its statewide administrative offices at ▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇-▇▇▇▇ (“UNIVERSITY”), as represented by its San Diego campus having an address at University of California, San Diego, Technology Transfer Office, Mail Code 0910, ▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇, La Jolla, California 92093-0910 (“UCSD”). Amendment No. 3 is effective as of the date of the last signature below (“Amendment No. 3 Effective Date”)annuities relate for no additional consideration.

Patent Matters. Paragraph 5.2 19.1 ABI will, in a scientifically and commercially reasonable manner, file and prosecute patent applications and maintain patents in the Territory relating to the Technology, including conducting interferences, re-examinations, reissues and oppositions, if any, (bcollectively, the “Prosecution”). ABI shall keep Taiho informed as to such Prosecution, including providing Taiho drafts of patent applications, responses and other filings in advance of their submission to the respective patent offices, and providing Taiho copies of any correspondence with or notices from the patent offices. ABI shall duly consider any reasonable comments provided by Taiho with respect to such Prosecution. In the event ABI desires to abandon its efforts to prosecute or maintain any such patents and patent applications in the Territory, it shall notify Taiho at least sixty (60) days prior to any required action (or such shorter period as is reasonably practicable for non-extendable deadlines). In such event, Taiho shall be deleted have the right, but not the obligation, to Prosecute such patents and patent applications, in its entirety discretion and replaced with at its sole cost and expense. 19.2 Except as set forth in Section 19.1, Taiho will not attempt to file or prosecute any patent applications or maintain any patent on inventions made by the following: LICENSEE ABI Parties that are within the Technology except as ABI may, in its sole discretion, approve in writing. 19.3 If either Party becomes aware of any Product or activity of any third party that involves or may request involve infringement or other violation of any patents, Proprietary Information, the Technology, the ABI Brand Names or other Proprietary Right relating to the Product in the Territory, that Party must promptly notify the UNIVERSITY take legal action against other Party in writing of the infringement or violation. 19.4 ABI will have the first right, but not the obligation, to file suit or take other action to prevent the infringement in the Territory of University’s Patent Rights. Such request must be in writing and must include reasonable evidence of infringement and damages any patents, Proprietary Information, Technology, ABI Brand Names or other Proprietary Right relating to LICENSEEthe Product, owned by ABI. If ABI takes such action, ABI will control any action undertaken by ABI against an infringer, and ABI may enter into settlements, stipulated judgments or other arrangements respecting the infringing activity has not abated within ninety (90) days following the effective date of request, then the UNIVERSITY or the U.S. Government has the right to: the UNIVERSITY shall give notice of its election in writing to LICENSEE by the end of the one-hundredth (100th) day after receiving notice of written request from LICENSEE; provided, however, in the event of a litigation commenced under the ▇▇▇▇▇-▇▇▇▇▇▇ Act, UNIVERSITY shall give notice of its election in writing to LICENSEE by the end of the thirtieth (30th) day after receiving notice of written request from LICENSEE. LICENSEE may thereafter bring suit for patent infringement, at its own expenseexpense unless the proposed settlements, judgments or arrangements would adversely affect Taiho, in which case, they will be subject to Taiho’s consent which will not be unreasonably withheld. If ABI takes such action, ABI will defend, indemnify and hold Taiho harmless from related costs and expenses for such claimed infringement. Taiho will permit such an action to be brought by ABI in Taiho’s name if required by law. Taiho agrees to provide all assistance that ABI may reasonably require in any litigation, including providing written evidence, deposition and only if trial testimony, for which ABI will pay Taiho a reasonable hourly rate of compensation, together with reimbursement for out-of-pocket costs. Any damages or other recovery from an infringement action undertaken by ABI pursuant to this Section 19.4, will be used first to reimburse ABI’s legal costs and expenses incurred in the UNIVERSITY action and thereafter any damages or other recovery relating to the U.S. Government elect infringing products in the Territory will be shared equally with Taiho, provided that Taiho shall not be entitled to more than its actual damages. 19.5 If ABI does not, within 90 days after receipt of notice of: (A) an infringement of a patent included within the Technology relating to the Product sold by the Taiho Parties in the Territory, including infringement of such patents by a Similar Compound, or (B) an infringement of the ABI Brand Names used with the Product in the Territory (each, a “Subject Infringement”), commence suit action directed toward restraining or enjoining such Subject Infringement, Taiho may take such legally permissible action as it deems necessary or appropriate to enforce ABI’s patent rights and if the ABI Brand Names and restrain or enjoin such infringement occurred during the period and in a jurisdiction where LICENSEE had exclusive rights under this Agreement. If, however, LICENSEE elects to bring suit in accordance with this Paragraph 5.2, then the UNIVERSITY or the U.S. Government may thereafter join that suit at its own expenseexpense unless the actions would adversely affect ABI in an unfair way, in which case they will be subject to ABI’s consent which will not be unreasonably withheld. LICENSEE agrees not If Taiho takes such action, Taiho will indemnify, defend and hold harmless ABI in respect of any such action. Any damages or other recovery from an infringement action undertaken by Taiho pursuant to bring suit for patent infringement without following the procedures of this Paragraph, Section 19.5 against any Subject Infringement will be first used to reimburse Taiho’s legal costs and both parties agree to be bound by the outcome of a suit for patent infringement, patent infringement issues expenses incurred in such action and patent infringement defenses raised through the pendency thereafter shared equally with ABI; provided if any portion of such a suit under this Paragraph 5.2 damages or other recovery (b). All other terms and conditions in 1) relate to infringement outside the License Agreement between OTONOMY and UNIVERSITY, effective November 5, 2008 and amended in Amendment No. 1, effective January 27, 2010, shall remain unchanged and in effect. *** Certain information on this page has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions. The parties agree that this Amendment No. 2 may be executed by facsimile and in two Territory or (2) or more counterparts each in the case of which an infringement as described in clause (A) above, do not relate to an infringing product in the Territory, such portion shall be deemed an original and all of which together shall constitute but one and paid 100% to ABI. 19.6 Each Party must cooperate with the same instrument. OTONOMYother Party bringing any action pursuant to this Section 19, INC. THE REGENTS OF THE UNIVERSITY OF CALIFORNIA By: /s/ ▇▇▇ ▇▇▇▇▇▇▇ By: /s/ ▇▇▇▇ ▇. ▇▇▇▇▇▇, Ph.D. Name: ▇▇▇ ▇▇▇▇▇▇▇ Name: ▇▇▇▇ ▇. ▇▇▇▇▇▇, Ph.D. Title: CEO Title: Assistant Vice Chancellor Date: June 9, 2010 Date: 6/9/10 This amendment including joining as a Party to the agreement (“Amendment No. 3”) is made by suit, if necessary, and between Otonomyalso including, Inc.without limitation, supplying essential documentary evidence and making essential witnesses then in its employ available. 19.7 If any third party threatens or commences a Delaware corporation having an address at ▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇ Drivelawsuit against either Party alleging the Product in any way infringes or otherwise violates any Proprietary Rights of such third party, Suite 100, San Diego, California 92121 (“Otonomy”) and The Regents of it shall promptly notify the University of California, a California corporation having its statewide administrative offices at ▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇-▇▇▇▇ (“UNIVERSITY”), as represented by its San Diego campus having an address at University of California, San Diego, Technology Transfer Office, Mail Code 0910, ▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇, La Jolla, California 92093-0910 (“UCSD”). Amendment No. 3 is effective as of the date of the last signature below (“Amendment No. 3 Effective Date”)other Party in writing.

Patent Matters. Delete Paragraph 5.2 (b) shall be deleted 5.1 in its entirety and replaced replace it with the following: : (a) LICENSEE shall be responsible for the prosecution and maintenance of any Patent Rights claiming or covering any Inventions, and UNIVERSITY shall reasonably cooperate with LICENSEE in connection with the same, including, upon the request of LICENSEE, promptly executing any and all patent applications, formal documents, assignments, or other instruments which LICENSEE deems necessary or reasonably useful for the filing, prosecution, and maintenance, of any Patent Rights claiming or covering any such Inventions, which may request that be filed or prepared at LICENSEE's cost and expense. (b) LICENSEE shall keep UNIVERSITY reasonably informed of the UNIVERSITY take legal action against the infringement prosecution of University’s Patent Rights. Such request must LICENSEE shall provide UNIVERSITY with a copy of material communications from any patent authority regarding such Inventions, and shall provide drafts of any material filings or responses to be made to such patent authorities a reasonable amount of time in writing advance of submitting such filings or responses so that UNIVERSITY may have an opportunity to review and must include reasonable evidence of infringement and damages comment. (c) If LICENSEE plans to LICENSEE. If the infringing activity has abandon, cease prosecution or not abated within ninety (90maintain any patent(s) days following the effective date of requestor patent application(s) in Patent Rights, then the to avoid abandonment or other loss of rights, LICENSEE will provide UNIVERSITY or the U.S. Government has the right to: the with at least [***] notice of such plan and UNIVERSITY shall give notice of its election in writing to LICENSEE by have the end of the one-hundredth (100th) day after receiving notice of written request from LICENSEE; provided, howeverright, in the event UNIVERSITY's sole discretion, to file for or continue prosecution and/or maintenance of a litigation commenced under the ▇▇▇▇▇-▇▇▇▇▇▇ Act, UNIVERSITY shall give notice of its election in writing to LICENSEE by the end of the thirtieth (30th) day after receiving notice of written request from LICENSEE. LICENSEE may thereafter bring suit for such patent infringement, or patent application at its own expense. (d) For clarity, if and only if the UNIVERSITY and the U.S. Government elect not nothing in this Amendment relieves LICENSEE from its obligation to commence suit and if the infringement occurred during the period and in a jurisdiction where LICENSEE had exclusive rights under make disclosures to UNIVERSITY.” In consideration for this AgreementAmendment No. If, however1, LICENSEE elects to bring suit in accordance with this Paragraph 5.2, then the shall pay UNIVERSITY or the U.S. Government may thereafter join that suit at its own expense. LICENSEE agrees not to bring suit for patent infringement without following the procedures an amendment fee of this Paragraph, and both parties agree to be bound by the outcome [***] within [***] of a suit for patent infringement, patent infringement issues and patent infringement defenses raised through the pendency receipt of such a suit under this Paragraph 5.2 (b)an invoice. All other terms and conditions in the License Agreement between OTONOMY LICENSEE and UNIVERSITYUNIVERSITY effective April 23, effective November 5, 2008 and amended in Amendment No. 1, effective January 27, 2010, 2020 shall remain unchanged and in effect. *** Certain information on this page has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions. The parties agree that this Amendment No. 2 1 may be executed by facsimile electronically and in two (2) or more counterparts each of which shall be deemed an original and all of which together shall constitute but one and the same instrument. OTONOMY, INC. THE REGENTS OF THE UNIVERSITY OF CALIFORNIA By: /s/ ▇▇▇ ▇▇▇▇▇▇▇ By: /s/ ▇▇▇▇ ▇. ▇▇▇▇▇▇, Ph.D. Name: ▇▇▇ ▇▇▇▇▇▇▇ Name: ▇▇▇▇ ▇. ▇▇▇▇▇▇, Ph.D. Title: CEO Title: Assistant Vice Chancellor Date: June 9, 2010 Date: 6/9/10 This amendment to the agreement (“Amendment No. 3”) is made by and between Otonomy, Inc., a Delaware corporation having an address at ▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇ Drive, Suite 100, San Diego, California 92121 (“Otonomy”) and The Regents of the University of California, a California corporation having its statewide administrative offices at ▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇-▇▇▇▇ (“UNIVERSITY”), as represented by its San Diego campus having an address at University of California, San Diego, Technology Transfer Office, Mail Code 0910, ▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇, La Jolla, California 92093-0910 (“UCSD”). Amendment No. 3 is effective as of the date of the last signature below (“Amendment No. 3 Effective Date”)document.