Common use of PATENT PROSECUTION AND LITIGATION Clause in Contracts

PATENT PROSECUTION AND LITIGATION. 5.1 Biogen shall be solely responsible for prosecution and maintenance of the PATENTS. Tanox shall bear the cost of all matters relating to the maintenance and prosecution of the PATENTS, such costs to be creditable against any payments due Biogen. Biogen shall promptly notify Tanox of all information received by Biogen relating to the prosecution and maintenance of PATENTS, including, without limitation, any lapse, revocation, surrender, invalidation or abandonment of any of the PATENTS. Biogen may, in its sole discretion, decide to refrain from, or cease to prosecute, or maintain any of the PATENTS. In such an event, Biogen shall notify Tanox promptly and in sufficient time to permit Tanox at its sole discretion to continue such prosecution or maintenance at Tanox's expense. If Tanox elects to continue such prosecution or maintenance, Biogen shall execute such documents and perform such acts at Biogen's expense as may be reasonably necessary for Tanox to so continue such prosecution or maintenance. 5.2 In the event either party or its AFFILIATES, DISTRIBUTORS (or Tanox's SUBLICENSEES) becomes aware of any actual or probable infringement of a PATENT claim licensed to Tanox under this Agreement, it shall notify the other party in writing of the details to the extent known of such infringement. Tanox, in its sole discretion and at its sole expense, may take action against any alleged infringer but would be required to take such action in the name of Biogen, if legally permissible, and if Biogen consents thereto. In determining whether to bring an action to enforce any such PATENT, Tanox shall act in a commercially reasonable manner, giving due consideration to the threat represented by the infringement and the potential risk to the PATENT involved. In the event Tanox declines within six (6) months of notification of such infringement to either (i) cause infringement to cease such as, for example, by settlement, or (ii) initiate legal proceedings against the infringer. Biogen may, but is not obligated to (upon notice to Tanox) initiate legal proceedings against the infringer, at Biogen's expense and in its own name. Biogen, under the circumstances of the previous sentence, is not obligated to initiate proceedings against more than one infringer at a time. 5.3 In the event either Tanox or Biogen shall initiate or carry out legal proceedings to enforce any of the PATENTS licensed under this Agreement against an alleged infringer, the party not initiating or carrying out such proceedings shall fully cooperate with, and supply all reasonable assistance requested by, the other party. Except as described hereunder, any party that institutes any suit to protect or enforce any such PATENTS shall have control of that suit and shall bear the reasonable expenses incurred by the non-initiating party in providing such assistance and cooperation as is requested pursuant to this Article. 5.4 Any recovery obtained by Tanox as the result of legal proceedings initiated and paid for by Tanox to enforce any of the PATENTS licensed under this Agreement against an

PATENT PROSECUTION AND LITIGATION. 5.1 Biogen 7.1. TEMPLE, in consultation with COMPANY but in TEMPLE’s sole discretion, shall diligently prosecute all patent applications and maintain all patents within PATENT RIGHTS, to the extent permitted by law, in all countries designated in writing by COMPANY during the term of this License Agreement. Except as provided in Paragraph 7.5, ** shall be solely responsible for prosecution ** costs and maintenance expenses incurred by TEMPLE during the term of this License Agreement, in the PATENTS. Tanox shall bear the cost of all matters relating to the maintenance preparation, filing and prosecution of all patent applications, and in the PATENTS, such maintenance of all patents within PATENT RIGHTS. Such costs to and expenses shall not be creditable against any other payments due Biogento TEMPLE under this License Agreement. 7.2. Biogen In consulting with COMPANY on patent prosecution pursuant to paragraph 7.1, TEMPLE shall promptly notify Tanox timely provide COMPANY with copies of all information received by Biogen relating to the prosecution Office Actions and maintenance provide copies of PATENTSall Office Action responses, including, without limitation, any lapse, revocation, surrender, invalidation or abandonment of any where reasonably practicable sufficiently in advance of the PATENTSfiling of such responses to reasonably allow COMPANY to comment. Biogen mayTEMPLE shall incorporate all reasonable comments by COMPANY in such responses or shall supplement responses to incorporate such reasonable comments. 7.3. If TEMPLE declines to file or maintain a patent application or an issued patent included within PATENT RIGHTS, COMPANY shall have the option, at its expense, of continuing to prosecute any such patent application, filing such patent application or keeping such issued patent in force, as applicable. However, should COMPANY exercise such option, such exercise shall not be interpreted as an assignment to COMPANY, and TEMPLE shall have the option to take control of such prosecution, filing or keeping in force. Such reassertion of control by TEMPLE shall be complied with by COMPANY as soon as is reasonably practicable and without prejudice to such patent application or issued patent. 7.4. COMPANY shall make all payments due to TEMPLE pursuant to Paragraph 7.1 within ** of receipt of a detailed invoice therefor. TEMPLE, in its sole discretion, decide may elect to refrain fromhave its patent counsel submit such invoices directly to COMPANY, or cease to prosecute, or maintain any of the PATENTS. In such an event, Biogen in which case COMPANY shall notify Tanox promptly and in sufficient time to permit Tanox at its sole discretion to continue such prosecution or maintenance at Tanox's expense. If Tanox elects to continue such prosecution or maintenance, Biogen shall execute such documents and perform such acts at Biogen's expense as may be reasonably necessary for Tanox to so continue such prosecution or maintenancepay TEMPLE’s patent counsel directly. 5.2 7.5. In the event either party that COMPANY notifies TEMPLE in writing that it will stop paying the costs and expenses with respect any patent application or patent in any country, TEMPLE, at its AFFILIATESoption, DISTRIBUTORS (may assume the obligation of supporting such patent application or Tanox's SUBLICENSEES) becomes aware patent in such country, and COMPANY’s rights and obligations thereto under this License Agreement shall terminate in such country. Termination of COMPANY’s rights and obligations with respect to any patent application or patent in any country shall in no way affect the rights and obligations of COMPANY to the same patent application or patent in any other country or to any other patent application or patent in any country. 7.6. TEMPLE may file patent applications in countries other than those designated by COMPANY provided, however that TEMPLE shall notify COMPANY in writing of any actual such filing within ** of the filing date. If within ** of its receipt of such notification COMPANY fails to inform TEMPLE in writing that it wishes to support such applications in such countries, TEMPLE shall bear all the costs associated with such additional patent application filings, and such applications in such countries and any patents granting therefrom shall not be included within PATENT RIGHTS. TEMPLE shall then be free to license such patents and patent applications in such countries to others. 7.7. COMPANY, at its option, may defend any claim, made by others, of patent infringement resulting from the manufacture, use, sale or probable infringement other disposition of LICENSED PRODUCT, whether such claim shall be made against TEMPLE or COMPANY, and if COMPANY defends such claim, COMPANY shall bear all costs and expenses, including reasonable attorneys’ fees, incurred in connection with any such claim. These costs and expenses will be a PATENT claim licensed credit against ** of royalty payments due to Tanox under TEMPLE on account of NET SALES of said LICENSED PRODUCT, pursuant to Paragraphs 4.1 and 4.2, in each year during the term of this Agreement, License Agreement until fully offset. Each party to this License Agreement agrees that it shall notify the other party in writing of the details to the extent known of such infringement. Tanox, in its sole discretion and at its sole expense, may take action against any alleged infringer but would be required to take such action in the name event any claim of Biogen, if legally permissible, and if Biogen consents thereto. In determining whether to bring an action to enforce any such PATENT, Tanox shall act in a commercially reasonable manner, giving due consideration to the threat represented by the infringement and the potential risk to the PATENT involvedis made against that party. 7.8. In the event Tanox declines either party becomes aware of any actual or threatened infringement of PATENT RIGHTS in any country, that party shall promptly notify the other party in writing. COMPANY shall have the first right to bring an infringement action against the infringer and to use TEMPLE’s name if legally required in connection therewith. If COMPANY does not proceed with a particular patent infringement action or attempt to sublicense the infringer within six (6) months ** of notification of notification, TEMPLE, after notifying COMPANY in writing, shall be entitled to proceed against such infringement to either (i) cause infringement to cease such as, for example, by settlement, or (ii) initiate legal proceedings against the infringer. Biogen may, but is not obligated to (upon notice to Tanox) initiate legal proceedings against the infringer, at Biogen's expense and in its own nameexpense, through counsel of its choice. BiogenThe party conducting such suit shall have full control over its conduct. In any event, under TEMPLE and COMPANY shall assist one another and cooperate in any such litigation. TEMPLE and COMPANY may also jointly participate in any infringement action if both parties agree to do so in writing in advance, and set forth the circumstances basis for sharing of expenses. 7.9. The amount of any recovery resulting from any litigation or settlement thereof (“Recovery”) shall **. Any Recovery, in excess **. Each party shall always have the right to be represented by counsel of its choice and at its own expense in any suit instituted by another for infringement. If the parties have agreed to participate jointly in an infringement action, any recovery in excess of satisfying the parties’ attorney fees, costs of the previous sentence, is not obligated to initiate proceedings against more than one infringer at a time. 5.3 In the event either Tanox or Biogen shall initiate or carry out legal proceedings to enforce any litigation and payment of the PATENTS licensed under this Agreement against an alleged infringerroyally due to TEMPLE on account of the infringement, shall be allocated to the party not initiating or carrying out such proceedings shall fully cooperate with, and supply all reasonable assistance requested by, parties in the other party. Except as described hereunder, any party that institutes any suit to protect or enforce any such PATENTS shall have control of that suit and shall bear the reasonable expenses incurred by the non-initiating party in providing such assistance and cooperation as is requested pursuant to this Article. 5.4 Any recovery obtained by Tanox same proportion as the result of legal proceedings initiated and paid for by Tanox to enforce any sharing of the PATENTS licensed under this Agreement against anlitigation expenses.

PATENT PROSECUTION AND LITIGATION. 5.1 Biogen shall be solely responsible for prosecution 7.01. All reasonable costs, incurred prior to and maintenance after the Effective Date of the PATENTS. Tanox shall bear the cost of this Agreement relating to Patent Rights, including all matters costs incurred by TJU relating to the preparation, filing and prosecution, issuance, reissuance, reexamination, interference and maintenance shall be reimbursed by INTRACEL. TJU shall endeavor to insure that all patent applications, office actions, and responses to office actions concerning such Patent Rights shall be provided to INTRACEL. TJU shall endeavor not to irrevocably alter the scope of patent coverage within such Patent Rights without prior review by INTRACEL; any such modification shall not, however, require the approval of INTRACEL and INTRACEL shall not control the prosecution of the PATENTS, such costs to be creditable against any payments due Biogen. Biogen shall promptly notify Tanox of all information received by Biogen relating to the prosecution and maintenance of PATENTS, including, without limitation, any lapse, revocation, surrender, invalidation or abandonment of any of the PATENTS. Biogen may, in its sole discretion, decide to refrain from, or cease to prosecute, or maintain any of the PATENTS. In such an event, Biogen shall notify Tanox promptly and in sufficient time to permit Tanox at its sole discretion to continue such prosecution or maintenance at Tanox's expense. If Tanox elects to continue such prosecution or maintenance, Biogen shall execute such documents and perform such acts at Biogen's expense as may be reasonably necessary for Tanox to so continue such prosecution or maintenance. 5.2 In the event either party or its AFFILIATES, DISTRIBUTORS (or Tanox's SUBLICENSEES) becomes aware of any actual or probable infringement of a PATENT claim licensed to Tanox under this Agreement, it shall notify the other party in writing of the details to the extent known of such infringement. Tanox, in its sole discretion and at its sole expense, may take action against any alleged infringer but would be required to take such action in the name of Biogen, if legally permissible, and if Biogen consents thereto. In determining whether to bring an action to enforce any such PATENT, Tanox shall act in a commercially reasonable manner, giving due consideration to the threat represented by the infringement and the potential risk to the PATENT involvedPatent Rights. In the event Tanox declines within six INTRACEL wishes to relieve itself of any obligation to pay for the future reasonable expenses of preparation, filing, prosecution, issuance, reissuance, reexamination, interference or maintenance of any Patent Rights submitted to INTRACEL by TJU under this paragraph, it may provide TJU with one-hundred and twenty (6120) months of notification days notice of such infringement decision, whereupon TJU may assume such costs and thereafter those Patent Rights for which INTRACEL elects not to either (i) cause infringement cover patent costs shall be the sole property of TJU and not be subject to cease such as, the right and licenses provided for example, by settlement, or (ii) initiate legal proceedings against the infringerin ARTICLE II. Biogen may, but is not obligated to (upon notice to Tanox) initiate legal proceedings against the infringer, at Biogen's expense and in its own name. Biogen, under the circumstances of the previous sentence, is not obligated to initiate proceedings against more than one infringer at a time. 5.3 In the event either Tanox or Biogen INTRACEL shall initiate or carry out legal proceedings to enforce any of the PATENTS licensed under this Agreement against an alleged infringer, the party not initiating or carrying out such proceedings shall fully cooperate with, and supply be responsible for all reasonable assistance requested by, the other party. Except as described hereunder, any party that institutes any suit to protect or enforce any such PATENTS shall have control of that suit and shall bear the 7 -7- reasonable expenses incurred by the non-initiating party in providing such assistance and cooperation prior to, or as is requested pursuant to this Article. 5.4 Any recovery obtained by Tanox as the a result of legal proceedings initiated and paid for by Tanox to enforce any irrevocable action taken prior to, the effective date of the PATENTS licensed under this Agreement against ansuch decision.

PATENT PROSECUTION AND LITIGATION. 5.1 Biogen 7.1 TEMPLE, in consultation with COMPANY but in TEMPLE's sole discretion, shall diligently prosecute all patent applications and maintain all patents within PATENT RIGHTS, to the extent permitted by law, in all countries designated in writing by COMPANY during the term of this Agreement. Except as provided in paragraph 7.3, COMPANY shall be solely responsible for prosecution all costs and maintenance expenses incurred by TEMPLE, both prior to and during the term of this Agreement, in the PATENTS. Tanox shall bear the cost of all matters relating to the maintenance preparation, filing and prosecution of all patent applications within PATENT RIGHTS, and in the PATENTS, such maintenance of all patents within PATENT RIGHTS. Such costs to and expenses shall not be creditable against any other payments due Biogen. Biogen to TEMPLE under this Agreement. 7.2 COMPANY shall promptly notify Tanox make all payments due to TEMPLE pursuant to Paragraph 7.1 within thirty (30) days of all information received receipt of detailed invoices therefore supported by Biogen relating to the prosecution and maintenance of PATENTS, including, without limitation, any lapse, revocation, surrender, invalidation or abandonment of any copies of the PATENTSsubject receipts and invoices or such other supporting documentation as COMPANY may reasonably request. Biogen mayTEMPLE, in its sole discretion, decide may elect to refrain fromhave its patent counsel submit such invoices directly to COMPANY, or cease to prosecute, or maintain any of the PATENTS. In such an event, Biogen in which case COMPANY shall notify Tanox promptly and in sufficient time to permit Tanox at its sole discretion to continue such prosecution or maintenance at Tanoxpay TEMPLE's expense. If Tanox elects to continue such prosecution or maintenance, Biogen shall execute such documents and perform such acts at Biogen's expense as may be reasonably necessary for Tanox to so continue such prosecution or maintenancepatent counsel directly. 5.2 7.3 In the event either party COMPANY notifies TEMPLE in writing that it will stop paying the costs and expenses with respect to any patent application or patent in any country, TEMPLE, at its AFFILIATESoption, DISTRIBUTORS (may assume the obligation of supporting such patent application or Tanoxpatent in such country, and COMPANY's SUBLICENSEES) becomes aware rights and obligations thereto under this Agreement shall terminate in such country. Termination of COMPANY's rights and obligations with respect to any patent application or patent in any country shall in no way affect the rights and obligations of COMPANY to the same patent application or patent in any other country. 7.4 TEMPLE may file patent applications in countries other than those designated by COMPANY provided, however that TEMPLE shall notify COMPANY in writing of any actual such filing within thirty (30) days of the filing date. If within thirty (30) days of its receipt of such notification COMPANY fails to inform TEMPLE in writing that it wishes to support such applications in such countries, TEMPLE shall bear all the costs associated with such additional patent application filings, and such applications in such countries and any patents granting therefrom shall not be included within PATENT RIGHTS. TEMPLE shall then be free to license such patents and patent applications in such countries to others. 7.5 COMPANY, at its option, may defend any claim, made by others, of patent infringement resulting from the manufacture, use, sale or probable infringement other disposition of LICENSED PRODUCT, whether such claim shall be made against TEMPLE or COMPANY, and if COMPANY defends such claim, COMPANY shall bear all costs and expenses, including reasonable attorneys' fees, incurred in connection with any such claim. These costs and expenses will be a PATENT claim licensed credit against fifty percent (50%) of royalty payments due to Tanox under TEMPLE on account of NET SALES of said LICENSED PRODUCT, pursuant to Paragraph 4.1, in each year during the term of this Agreement, Agreement until fully offset. Each party to this Agreement agrees that it shall notify the other party in writing of the details to the extent known of such infringement. Tanox, in its sole discretion and at its sole expense, may take action against any alleged infringer but would be required to take such action in the name event any claim of Biogen, if legally permissible, and if Biogen consents thereto. In determining whether to bring an action to enforce any such PATENT, Tanox shall act in a commercially reasonable manner, giving due consideration to the threat represented by the infringement and the potential risk to the PATENT involved. In the event Tanox declines within six (6) months of notification of such infringement to either (i) cause infringement to cease such as, for example, by settlement, or (ii) initiate legal proceedings is made against the infringer. Biogen may, but is not obligated to (upon notice to Tanox) initiate legal proceedings against the infringer, at Biogen's expense and in its own name. Biogen, under the circumstances of the previous sentence, is not obligated to initiate proceedings against more than one infringer at a timethat party. 5.3 7.6 In the event either Tanox party becomes aware of any actual or Biogen threatened infringement of PATENT RIGHTS in any country, that party shall initiate promptly notify the other party in writing. COMPANY shall have the first right to bring an infringement action against the infringer and to use TEMPLE's name if legally required in connection therewith. If COMPANY does not proceed with a particular patent infringement action or carry out legal proceedings attempt to sublicense the infringer within ninety (90) days of notification, TEMPLE, after notifying COMPANY in writing, shall be entitled to proceed against such infringement at its own expense, through counsel of its choice. The party conducting such suit shall have full control over its conduct. In any event, TEMPLE and COMPANY shall assist one another and cooperate in any such litigation. TEMPLE and COMPANY may also jointly participate in any infringement action if both parties agree to do so in writing in advance, and set forth the basis for sharing of expenses. 7.7 The amount of any recovery resulting from any litigation to enforce any of the PATENTS licensed under this Agreement against an alleged infringer, PATENT RIGHTS or settlement thereof ("Recovery") shall first satisfy the party not initiating or carrying out such proceedings shall fully cooperate with, attorney's fees and supply all reasonable assistance requested by, the other party. Except as described hereunder, any party that institutes any suit to protect or enforce any such PATENTS shall have control of that suit and shall bear the reasonable expenses costs incurred by the non-initiating enforcing party in providing such assistance litigation ("Fees and cooperation as Costs") provided, however, that if COMPANY is requested the enforcing party and a royalty reduction was applied pursuant to this Article. 5.4 Paragraph 7.5 ("Royalty Reduction"), then TEMPLE shall receive from the Recovery an amount calculated by dividing the Royalty Reduction by the Fees and Costs and multiplying the result by the Recovery. Any Recovery in excess of Fees and Costs shall first satisfy royalty payments due to TEMPLE, with any remaining balance to the enforcing party. Each party shall always have the right to be represented by counsel of its choice and at its own expense in any suit instituted by another for infringement. If the parties have agreed to participate jointly in an infringement action, any recovery obtained by Tanox in excess of satisfying the parties' attorney fees, costs of the litigation and payment of the royalty due to TEMPLE on account of the infringement, shall be allocated to the parties in the same proportion as the result of legal proceedings initiated and paid for by Tanox to enforce any sharing of the PATENTS licensed under this Agreement against anlitigation expenses.

PATENT PROSECUTION AND LITIGATION. 5.1 Biogen 13.01 CPG shall be solely responsible for the filing, prosecution and maintenance of the PATENTS at its own expense and shall diligently file, prosecute and maintain all PATENTS. Tanox CPG shall bear disclose to SB the cost complete texts of all matters relating patents and patent applications filed and/or controlled by CPG which relate to the maintenance and prosecution of the PATENTS, such costs to be creditable against any payments due Biogen. Biogen shall promptly notify Tanox of ADJUVANTS contained in PRODUCT and/or COMBINATIONS as well as all information received by Biogen relating to concerning the prosecution and maintenance institution or possible institution of PATENTSany interference, includingopposition, without limitationre-examination, any lapsereissue, revocation, surrender, invalidation nullification or abandonment of any official proceeding involving a PATENT relevant to the licenses granted hereunder anywhere in the TERRITORY. SB shall have the right to review all such pending applications and other proceedings and make recommendations to CPG concerning them and their conduct and CPG shall adapt such modifications and/or proceedings to take any such reasonable and timely SB comment and recommendation into account. CPG agrees to keep SB promptly and fully informed of the PATENTScourse of patent prosecution or other proceedings including the provision to SB of copies of substantive communications, search reports and THIRD PARTY observations submitted to or received from patent offices throughout the TERRITORY. Biogen may, in its sole discretion, decide CPG shall provide such patent consultation to refrain from, SB at no cost to SB. SB shall hold all information disclosed to it under this section as confidential subject to the provisions of Sections 12.04 and 12.05. 13.02 CPG shall not abandon or cease otherwise cause or allow to prosecute, or maintain be forfeited any PATENT relevant to the licenses granted hereunder without providing prior written notice to SB to allow SB to request assumption of the PATENTS. In such an event, Biogen shall notify Tanox promptly and in sufficient time to permit Tanox at its sole discretion to continue such prosecution or maintenance at Tanox's expenseof any such PATENT, either alone or in conjunction with CPG’s other CO-EXCLUSIVE licensee. If Tanox elects In addition the parties shall mutually agree before authorizing any amendment to continue any PATENT that would irrevocably reduce, abandon or materially modify the claims of such prosecution or maintenance, Biogen PATENT. SB’s rights pursuant to Sections 13.01 and 13.02 shall execute such documents and perform such acts at Biogen's expense as may be reasonably necessary for Tanox to so continue such prosecution or maintenanceexercised in a timely manner. 5.2 13.03 In the event either party or its AFFILIATES, DISTRIBUTORS (or Tanox's SUBLICENSEES) becomes aware of the institution of any actual suit by a THIRD PARTY against CPG, SB or probable their AFFILIATES or SB’s sublicensees or distributors for patent infringement involving the manufacture, use, sale, distribution or marketing of a PATENT claim licensed to Tanox under this AgreementPRODUCT and/or COMBINATION by SB, it its AFFILIATES or sublicensees or distributors. Anywhere in the TERRITORY, the party sued shall promptly notify the other party in writing writing. SB shall have the right but not the obligation to defend such suit at its own expense. CPG and SB shall assist one another and cooperate in any such litigation at the other’s request with the requesting party reimbursing all out of pocket expenses of the details other party. 13.04 In the event that CPG or SB becomes aware of actual or threatened infringement of a PATENT anywhere in the TERRITORY that relates to the extent known FIELD, that party shall promptly notify the other party in writing. CPG and/or its licensors of such infringement. TanoxPATENTS shall have the first right but not the obligation to bring, in its sole discretion and at its sole own expense, may take an infringement action against any alleged infringer but would be required to take such THIRD PARTY If CPG and/or its licensors of PATENTS has not commenced a particular infringement action in the name of Biogen, if legally permissible, and if Biogen consents thereto. In determining whether to bring an action to enforce any such PATENT, Tanox shall act in a commercially reasonable manner, giving due consideration to the threat represented by the infringement and the potential risk to the PATENT involved. In the event Tanox declines within six ninety (690) months days of notification of any such infringement, CPG shall at SB’s request, attempt to coordinate, with licensors of PATENTS and/or CO-EXCLUSIVE licensees of CPG, efforts to allow SB and such licensors and/or licensees to bring such infringement to either action at SB’s own expense. The party (iparties) cause infringement to cease conducting such asaction shall have full control over their conduct, for exampleincluding settlement thereof provided, by settlementhowever, that no settlement shall be entered into without the agreement of CPG and SB. In any event, CPG and SB shall assist one another and cooperate in any such litigation at the other’s request and expense. 13.05 CPG and SB shall recover their respective actual out-of-pocket expenses, or equitable proportions thereof, associated with any patent litigation or settlement thereof from any recovery made by any party. Any excess amount shall be shared between SB and CPG, with the party conducting a particular infringement action receiving [*******] percent (ii[**]%) initiate legal proceedings against and the infringerother party receiving [******] percent ([**]%) of such excess. Biogen mayNotwithstanding the foregoing in the event that other sublicensees of CPG participate in any such suit, but is not obligated any recovery shall be shared as mutually agreed by all parties. 13.06 The parties shall keep one another informed of the status of and of their respective activities regarding any patent litigation or settlement thereof concerning PRODUCT and/or COMBINATION. 13.07 If required and upon request of SB, CPG shall cooperate with SB to act as CPG’s agent for the purpose of making any application for any extensions of the term of PATENTS (upon notice including SPC’s) (in the United States of America as permitted under Title 35 of the United States Code) and shall provide reasonable assistance therefor to Tanox) initiate legal proceedings against the infringerSB, at Biogen's expense CPG’s expense. CPG shall not take any such action with respect to a SB proprietary PRODUCT, unless so requested by SB. The parties will discuss in good faith the applicable royalty rate of SPC’s, if and in its own name. Biogenwhen such SPC’s have been obtained, under based on the circumstances degree of the previous sentence, is not obligated to initiate proceedings against more than one infringer at a timemarket exclusivity provided. 5.3 In 13.08 CPG, on behalf of itself, and its successors hereby waives any and all actions and causes of action, claims and demands whatsoever in law or equity of any kind against SB and its AFFILIATES based upon the event either Tanox or Biogen shall initiate or carry out legal proceedings to enforce any exercise by SB of the PATENTS licensed its rights under this Agreement against an alleged infringerSection 13, except in the party not initiating or carrying out such proceedings shall fully cooperate with, and supply all reasonable assistance requested by, the other party. Except as described hereunder, any party that institutes any suit to protect or enforce any such PATENTS shall have control case of that suit and shall bear the reasonable expenses incurred gross negligence and/or willful misconduct by the non-initiating party in providing such assistance and cooperation as is requested pursuant to this ArticleSB. 5.4 Any recovery obtained by Tanox as 13.09 SB recognises that bringing an infringement action under Section 13.04 may result in a counterclaim of invalidity of PATENTS and/or claims in PATENTS. In defending such counterclaim(s), SB agrees to take into reasonable consideration the result legitimate rights and interests of legal proceedings initiated and paid for by Tanox to enforce CPG and/or any other licensee(s) of the PATENTS licensed under this Agreement against anCPG.

PATENT PROSECUTION AND LITIGATION. 5.1 Biogen 8.01 XXXXX shall be solely responsible for the filing, prosecution and maintenance of the PATENTS at its own expense and shall diligently file, prosecute and maintain all PATENTS. Tanox XXXXX shall bear promptly disclose to GSK the cost complete texts of all matters relating patents and patent applications (including invention reports) filed and/or controlled by XXXXX which relate to the maintenance and prosecution of the PATENTS, such costs to be creditable against any payments due Biogen. Biogen shall promptly notify Tanox of ADJUVANTS contained in PRODUCT and/or COMBINATIONS as well as all information received by Biogen relating to concerning the prosecution and maintenance institution or possible institution of PATENTSany interference, includingopposition, without limitationre-examination, any lapsereissue, revocation, surrender, invalidation nullification or abandonment of any official proceeding involving a PATENT relevant to the licenses granted hereunder anywhere in the TERRITORY. GSK shall have the right to review all such pending applications and other proceedings and make recommendations to XXXXX concerning them and their conduct and XXXXX shall adapt such modifications and/or proceedings to take any such reasonable and timely GSK comment and recommendation into account. XXXXX agrees to keep GSK promptly and fully informed of the PATENTS. Biogen may, in its sole discretion, decide to refrain from, or cease to prosecute, or maintain any course of the PATENTS. In such an event, Biogen shall notify Tanox promptly and in sufficient time to permit Tanox at its sole discretion to continue such patent prosecution or maintenance other proceedings including the provision to GSK of copies of substantive communications, search reports and THIRD PARTY observations submitted to or received from patent offices throughout the TERRITORY. XXXXX shall provide such patent consultation to GSK at Tanox's expenseno cost to GSK. If Tanox elects GSK shall hold all information disclosed to continue such prosecution or maintenanceit under this Section as confidential subject to the provisions of Sections 7.05, Biogen shall execute such documents 7.06 and perform such acts at Biogen's expense as may be reasonably necessary for Tanox to so continue such prosecution or maintenance7.07. 5.2 8.02 In the event either party or its AFFILIATES, DISTRIBUTORS (or Tanox's SUBLICENSEES) becomes aware of the institution of any actual suit by a THIRD PARTY against XXXXX, GSK or probable their AFFILIATES or GSK’s distributors for patent infringement involving the manufacture, use, sale, distribution or marketing of a PATENT claim licensed to Tanox under this AgreementPRODUCT and/or COMBINATION by GSK, it its AFFILIATES or distributors anywhere in the TERRITORY, the party sued shall promptly notify the other party in writing writing. GSK shall have the right but not the obligation to defend such suit at its own expense. XXXXX and GSK shall assist one another and cooperate in any such litigation at the other’s request with the requesting party reimbursing all out of pocket expenses of the details other party. 8.03 In the event that XXXXX or GSK becomes aware of actual or threatened infringement of a PATENT anywhere in the TERRITORY that relates to the extent known FIELD, that party shall promptly notify the other party in writing. XXXXX and/or the licensors to XXXXX of the PATENTS shall have the first right but not the obligation to bring, at its own expense, an infringement action against any THIRD PARTY. If XXXXX and/or the licensors to XXXXX of the PATENTS has not commenced a particular infringement action within ninety (90) days of notification of any such infringement, XXXXX shall at GSK’s request, attempt to coordinate, with the licensors to XXXXX of the PATENTS, efforts to allow GSK and such licensors to bring such infringement action at GSK’s own expense. Tanox, GSK may take over litigation if XXXXX agrees in advance in its sole discretion business judgment, in which case GSK cannot settle without XXXXX’x consent. The party (parties) conducting such actions shall have full control over their conduct, including settlement thereof. In any event, XXXXX and GSK shall assist one another and cooperate in any such litigation at the other’s request and expense. 8.04 XXXXX and GSK shall recover their respective actual out-of-pocket expenses, or equitable proportions thereof, associated with any patent litigation or settlement thereof from any recovery made by any party. Any excess amount shall be shared between GSK and XXXXX, with the party conducting a particular infringement action receiving [*******] percent ([**]%) and the other party receiving [******] percent ([**]%) of such excess. Notwithstanding the foregoing in the event that other sublicensees of XXXXX participate in any such suit, any recovery shall be shared as mutually agreed by all parties. 8.05 The parties shall keep one another informed of the status of and of their respective activities regarding any patent litigation or settlement thereof concerning PRODUCT and/or COMBINATION. 8.06 [intentionally left blank] 8.07 XXXXX, on behalf of itself, and its sole expensesuccessors hereby waives any and all actions and causes of action, claims and demands whatsoever in law or equity of any kind against GSK and its AFFILIATES based upon the exercise by GSK of its rights under this Section 8, except in the case of gross negligence and/or willful misconduct by GSK. 8.08 GSK recognizes that bringing an infringement action under Section 8.04 may take action against any alleged infringer but would be required result in a counterclaim of invalidity of PATENTS and/or claims in PATENTS. In defending such counterclaim(s), GSK agrees to take such action in into reasonable consideration the name legitimate rights and interests of Biogen, if legally permissible, and if Biogen consents thereto. In determining whether to bring an action to enforce XXXXX and/or any such PATENT, Tanox shall act in a commercially reasonable manner, giving due consideration to the threat represented by the infringement and the potential risk to the PATENT involved. In the event Tanox declines within six (6other licensee(s) months of notification of such infringement to either (i) cause infringement to cease such as, for example, by settlement, or (ii) initiate legal proceedings against the infringer. Biogen may, but is not obligated to (upon notice to Tanox) initiate legal proceedings against the infringer, at Biogen's expense and in its own name. Biogen, under the circumstances of the previous sentence, is not obligated to initiate proceedings against more than one infringer at a timeXXXXX. 5.3 In the event either Tanox or Biogen shall initiate or carry out legal proceedings to enforce any of the PATENTS licensed under this Agreement against an alleged infringer, the party not initiating or carrying out such proceedings shall fully cooperate with, and supply all reasonable assistance requested by, the other party. Except as described hereunder, any party that institutes any suit to protect or enforce any such PATENTS shall have control of that suit and shall bear the reasonable expenses incurred by the non-initiating party in providing such assistance and cooperation as is requested pursuant to this Article. 5.4 Any recovery obtained by Tanox as the result of legal proceedings initiated and paid for by Tanox to enforce any of the PATENTS licensed under this Agreement against an

PATENT PROSECUTION AND LITIGATION. 5.1 Biogen 7.01 (a) TJU shall be solely responsible diligently prosecute and maintain PATENT RIGHTS utilizing counsel reasonably satisfactory to COMPANY. Following the EFFECTIVE DATE, COMPANY shall reimburse TJU for prosecution all ongoing costs related to PATENT RIGHTS, including all costs relating to preparation, filing and maintenance prosecution, issuance, reissuance, reexamination, interference and maintenance. COMPANY shall reimburse TJU or its attorneys within sixty (60) days of receiving an invoice for such costs. All reasonable costs incurred prior to the PATENTS. Tanox shall bear the cost EFFECTIVE DATE of this AGREEMENT relating to PATENT RIGHTS, including all matters costs incurred by TJU relating to the preparation, filing and prosecution, issuance, reissuance, reexamination, interference and maintenance, shall be reimbursed to TJU by COMPANY within sixty (60) days after the FIRST FINANCING. TJU agrees to keep COMPANY reasonably well informed with respect to the status and progress of any patent prosecutions and maintenance activities, to consult in good faith with COMPANY and take into account COMPANY's reasonable comments and requests with respect thereto, and to permit COMPANY to have direct access to TJU's patent counsel to discuss such activities. Both parties agree to provide reasonable cooperation to each other to facilitate the prosecution of the PATENTS, such costs patents pursuant to be creditable against any payments due Biogen. Biogen shall promptly notify Tanox of all information received by Biogen relating to the prosecution and maintenance of PATENTS, including, without limitation, any lapse, revocation, surrender, invalidation or abandonment of any of the PATENTS. Biogen may, in its sole discretion, decide to refrain from, or cease to prosecute, or maintain any of the PATENTS. In such an event, Biogen shall notify Tanox promptly and in sufficient time to permit Tanox at its sole discretion to continue such prosecution or maintenance at Tanox's expense. If Tanox elects to continue such prosecution or maintenance, Biogen shall execute such documents and perform such acts at Biogen's expense as may be reasonably necessary for Tanox to so continue such prosecution or maintenance. 5.2 In the event either party or its AFFILIATES, DISTRIBUTORS (or Tanox's SUBLICENSEES) becomes aware of any actual or probable infringement of a PATENT claim licensed to Tanox under this Agreement, it shall notify the other party in writing of the details to the extent known of such infringement. Tanox, in its sole discretion and at its sole expense, may take action against any alleged infringer but would be required to take such action in the name of Biogen, if legally permissible, and if Biogen consents thereto. In determining whether to bring an action to enforce any such PATENT, Tanox shall act in a commercially reasonable manner, giving due consideration to the threat represented by the infringement and the potential risk to the PATENT involvedAGREEMENT. In the event Tanox declines within six COMPANY wishes to relieve itself of any obligation to pay for the future reasonable expenses of preparation, filing, prosecution, issuance, reissuance, reexamination, interference or maintenance of any PATENT RIGHTS submitted to COMPANY by TJU under this paragraph, it may provide TJU with one-hundred and twenty (6120) months of notification days notice of such infringement decision, whereupon TJU may assume such costs and thereafter those PATENT RIGHTS for which COMPANY elects not to either cover patent costs shall be the sole property of TJU and not be subject to the right and licenses provided for in ARTICLE II. COMPANY shall be responsible for all reasonable expenses incurred prior to, or as a result of irrevocable action taken prior to, the effective date of such decision. Should TJU elect to abandon any patent applications or issued patent comprising PATENT RIGHTS, or if TJU otherwise fails to prosecute or maintain any PATENT RIGHTS, COMPANY shall have the right, but not the obligation, to commence or continue such prosecution and to maintain any such PATENT RIGHTS under its own control and expense. COMPANY shall then have no royalty or other obligation to TJU based solely on such PATENT RIGHTS which TJU elects to abandon, but COMPANY's obligations to TJU based on other PATENT RIGHTS or TJU KNOW-HOW shall remain unaffected. 7.01 (ib) cause infringement On sales of a PRODUCT in a country other than the United States which are covered by an issued patent within PATENT RIGHTS in such country, COMPANY may apply as a credit against royalties on such sales due under Article 3.04 of this AGREEMENT *** of patent expenses paid by COMPANY in securing such patent covering such PRODUCT in such country. Patent expenses on a patent covering a particular PRODUCT or PRODUCTS in a particular country are not creditable against royalties on other PRODUCTS in such country or against royalties on such PRODUCTS in other countries. 7.02 COMPANY shall take the reasonably appropriate steps to cease such asensure that, if eligible, TJU will be able to obtain patent term extension(s) pursuant to 35 U.S.C. 156 et seq., as appropriate. COMPANY shall keep TJU fully informed with respect to its submissions to governmental authorities for regulatory review for PRODUCTS which may be eligible for patent term extension. COMPANY acknowledges that time is of the essence with respect to submission of the application for patent term extension. COMPANY shall send written notice to TJU within three (3) business days of the date a PRODUCT receives permission under the provision of the law under which the applicable regulatory review period occurred for commercial marketing or use ("APPROVAL DATE"). COMPANY shall provide all necessary information in its possession and reasonable assistance in preparing an application, if TJU is eligible, for examplepatent term extension in compliance with 35 U.S.C. 156 et. seq. and any applicable governmental regulations within thirty (30) days after APPROVAL DATE. COMPANY agrees to cooperate fully with TJU in preparing such application for patent term extension. If eligible, TJU shall file, in their own name, such application for patent term extension. COMPANY, if requested, agrees to join in such application for patent term extension. COMPANY shall fully support such application and shall provide such information as may reasonably be requested in support of the application by settlement, TJU or (ii) initiate legal proceedings against by the infringergovernment. 7.03 Both TJU and COMPANY are responsible for notifying the other of any infringement of PATENT RIGHTS which may come to their attention. Biogen mayTJU and COMPANY shall consult one another in a timely manner concerning any appropriate response thereto. 7.04 COMPANY shall have the right, but is not obligated the obligation, to (upon notice prosecute such infringement at its own expense. COMPANY shall not settle or compromise any such suit in a manner that imposes any obligations or restrictions on TJU or grants any rights to Tanox) initiate legal proceedings against the infringerPATENT RIGHTS, without TJU's prior written permission. Such rights shall be subject to the continuing right of TJU to intervene at BiogenTJU's own expense and join COMPANY in any claim or suit for infringement of the PATENT RIGHTS. Any consideration received by COMPANY in settlement of any claim or suit shall first be applied to pay the litigation expenses of COMPANY and TJU (proportionately based on the relative amounts of such expenses) and the balance shall be treated as royalties received by COMPANY from sublicensees and shared by TJU and COMPANY in accordance with Section 3.05 hereof. COMPANY may credit against payments of royalties hereunder one-half of any litigation costs, expenses, penalties, judgments or royalties assessed against COMPANY or its AFFILIATES pursuant to this Section 7.04, provided that royalties paid to TJU are not reduced by more than *** in any year with excess expenses carried over and credited against royalty payments in future years. Any royalties actually withheld from TJU under this paragraph shall be considered litigation expenses of TJU, which shall be reimbursed on a pro rata basis as described in this paragraph. 7.05 If COMPANY fails to prosecute such infringement, TJU shall have the right, but not the obligation, to prosecute such infringement at its own nameexpense. BiogenIn such event, under the circumstances of the previous sentence, is not obligated to initiate proceedings against more than one infringer at a timefinancial recoveries will be entirely retained by TJU. 5.3 7.06 In the event either Tanox or Biogen shall initiate or carry out legal proceedings any action to enforce any of the PATENTS licensed under this Agreement against an alleged infringerPATENT RIGHTS, either party at the party not initiating or carrying out such proceedings shall fully cooperate with, request and supply all reasonable assistance requested by, expense of the other party, shall cooperate to the fullest extent reasonably possible. Except This provision shall not be construed to require either party to undertake any activities, including legal discovery, at the request of any third party except as described hereunder, any party that institutes any suit to protect or enforce any such PATENTS shall have control may be required by lawful process of that suit and shall bear the reasonable expenses incurred by the non-initiating party in providing such assistance and cooperation as is requested pursuant to this Articlea court of competent jurisdiction. 5.4 Any recovery obtained by Tanox as the result of legal proceedings initiated and paid for by Tanox to enforce any of the PATENTS licensed under this Agreement against an

PATENT PROSECUTION AND LITIGATION. 5.1 Biogen 9.1. In consultation with LICENSEE but in TEMPLE's sole discretion, TEMPLE shall diligently prosecute all patent applications and maintain all patents within PATENT RIGHTS, to the full extent permitted by law. LICENSEE may request replacement or additional legal representation to prosecute and maintain PATENT RIGHTS, and such firm shall be solely approved if both parties mutually agree to such new legal representation in writing. TEMPLE shall provide LICENSEE with (i) copies of patent documents plus (ii) full and complete copies of all office actions, correspondence and other documents relating to such prosecution for LICENSEE's review and comment. TEMPLE shall have the right to prosecute any patent application in any country in which LICENSEE does not request TEMPLE to prosecute such patent application and to maintain any patent within PATENT RIGHTS in any country in which LICENSEE does not request TEMPLE to maintain such patent, and such patent application or patent in that country shall not be part of PATENT RIGHTS; provided that the rights and obligations of LICENSEE to the same patent application or patent in any other country or to any other patent application or patent in any country shall in no way be affected. Except as provided in Article 9.3, LICENSEE shall be responsible for prosecution all out-of-pocket costs and maintenance expenses incurred by either TEMPLE or LICENSEE, both prior to and during the term of this Agreement, in the PATENTS. Tanox shall bear the cost of all matters relating to the maintenance preparation, filing and prosecution of all patent applications, and in the PATENTS, such maintenance of all patents within PATENT RIGHTS. Such costs to and expenses shall not be creditable against any other payments due Biogento TEMPLE under this Agreement. 9.2. Biogen LICENSEE shall promptly notify Tanox make all payments due to TEMPLE pursuant to Article 9.1 within thirty (30) days of all information received by Biogen relating to the prosecution and maintenance receipt of PATENTS, including, without limitation, any lapse, revocation, surrender, invalidation or abandonment of any of the PATENTSa detailed invoice therefor. Biogen mayTEMPLE, in its sole discretion, decide may elect to refrain fromhave its patent counsel submit copies of such invoices directly to LICENSEE, or cease to prosecute, or maintain any in which case LICENSEE shall pay TEMPLE within thirty (30) days of the PATENTSinvoice received from patent counsel. 9.3. In LICENSEE may give TEMPLE thirty (30) days' prior written notice that it will stop paying the costs and expenses with respect to any patent application or patent in any country, in which case TEMPLE, at its option, may assume the obligation of supporting such an eventpatent application or patent in such country, Biogen and LICENSEE's rights and obligations thereto under this Agreement shall notify Tanox promptly terminate at the end of such thirty (30) day notice period. Termination of LICENSEE's rights and obligations with respect to any patent application or patent in any country under the terms set forth in this Article 9.3 shall in no way affect the rights and obligations of LICENSEE to the same patent application or patent in any other country or to any other patent application or patent in any country. 9.4. LICENSEE, at its option, may defend any claim of infringement of PATENT RIGHTS resulting from the manufacture, use, sale or other disposition of LICENSED PRODUCT, whether such claim shall be made against TEMPLE or LICENSEE, and in sufficient time defending such claim, LICENSEE shall bear all costs and expenses, including attorneys' fees, incurred in connection with any such claim. Any such costs and expenses shall be credited against not more than fifty percent (50%) of royalty payments due to permit Tanox at its sole discretion TEMPLE on account of NET SALES of said LICENSED PRODUCT, pursuant to continue Article 5.1, in each year subsequent to initial receipt of notice of such prosecution or maintenance at Tanox's expenseclaim and during the term of this Agreement until fully offset. If Tanox elects Each party to continue such prosecution or maintenance, Biogen shall execute such documents and perform such acts at Biogen's expense as may be reasonably necessary for Tanox to so continue such prosecution or maintenance. 5.2 In the event either party or its AFFILIATES, DISTRIBUTORS (or Tanox's SUBLICENSEES) becomes aware of any actual or probable infringement of a PATENT claim licensed to Tanox under this Agreement, Agreement agrees that it shall notify the other party in writing in the event any claim of infringement is made against that party. LICENSEE shall have full control over the conduct of the details to the extent known defense of any such infringement. Tanoxclaim and TEMPLE shall provide LICENSEE with all reasonable assistance and cooperation, in its sole discretion and at its LICENSEE's sole expense, that LICENSEE may take action against any alleged infringer but would be required to take such action request in the name of Biogen, if legally permissible, and if Biogen consents thereto. In determining whether to bring an action to enforce any such PATENT, Tanox shall act in a commercially reasonable manner, giving due consideration to the threat represented by the infringement and the potential risk to the PATENT involveddefense. 9.5. In the event Tanox declines within six (6) months either party becomes aware of notification any actual or threatened infringement of such PATENT RIGHTS in any country, that party shall promptly notify the other party in writing. LICENSEE shall have the first right to bring an infringement to either (i) cause infringement to cease such as, for example, by settlement, or (ii) initiate legal proceedings suit against the infringerinfringer and to use TEMPLE's name if legally required in connection therewith. Biogen mayLICENSEE shall not settle or compromise any such suit in a manner that imposes any obligations or restrictions on TEMPLE or grants any rights under PATENT RIGHTS or TECHNICAL INFORMATION, but is without TEMPLE's prior written consent. If LICENSEE does not obligated proceed with a particular infringement suit or attempt to sublicense the infringer within ninety (upon notice 90) days of notification, TEMPLE, after notifying LICENSEE in writing, shall be entitled to Tanox) initiate legal proceedings against proceed with such suit through counsel of its choice. The party conducting any suit pursuant to this Article 9.5 shall have full control over its conduct and shall be responsible for all expenses associated therewith. Each party shall always have the infringerright to be represented by counsel of its choice and at its own expense in any suit instituted by the other party for infringement. In any event, the parties shall provide each other, at Biogen's the expense and in its own name. Biogen, under the circumstances of the previous sentenceparty bringing suit, is not obligated to initiate proceedings against more than one infringer at a time. 5.3 In the event either Tanox or Biogen shall initiate or carry out legal proceedings to enforce any of the PATENTS licensed under this Agreement against an alleged infringer, the party not initiating or carrying out such proceedings shall fully cooperate with, and supply with all reasonable assistance and cooperation requested byin any such suit. At the request and expense of the party bringing suit, the other partyparty shall permit access to all relevant personnel, records, papers, information, samples, specimens, and the like during regular business hours. Except as described hereunderThe parties may also jointly participate in any infringement suit if both parties agree to do so in writing in advance, and set forth the basis for sharing of expenses. 9.6. The amount of any recovery resulting from an infringement suit or settlement thereof pursuant to Article 9.5 shall first satisfy the costs and expenses, including reasonable attorneys' fees, incurred in connection with such suit by the party bringing suit ("COSTS AND EXPENSES"). If LICENSEE is the party bringing suit, any party that institutes any suit recovery in excess of COSTS AND EXPENSES shall be paid to protect or enforce any such PATENTS shall have control of that suit LICENSEE and shall bear be divided equally between LICENSEE and TEMPLE. If TEMPLE is the reasonable expenses incurred party bringing suit, any recovery in excess of COSTS AND EXPENSES shall be paid to and retained by TEMPLE in its entirety. If the non-initiating party parties have agreed to participate jointly in providing such assistance and cooperation as is requested pursuant an infringement suit, any recovery in excess of the parties' COSTS AND EXPENSES shall be allocated to this Article. 5.4 Any recovery obtained by Tanox the parties in the same proportion as the result sharing of legal proceedings initiated and paid for by Tanox to enforce any of the PATENTS licensed under this Agreement against anCOSTS AND EXPENSES.

PATENT PROSECUTION AND LITIGATION. 5.1 Biogen 7.1 TEMPLE, in consultation with COMPANY but in TEMPLE's sole discretion, shall diligently prosecute all patent applications and maintain all patents within PATENT RIGHTS, to the extent permitted by law, in all countries designated in writing by COMPANY during the term of this Agreement. Except as provided in Paragraph 7.3, COMPANY shall be solely responsible for prosecution all costs and maintenance expenses incurred by TEMPLE, both prior to and during the term of this Agreement, in the PATENTS. Tanox shall bear the cost of all matters relating to the maintenance preparation, filing and prosecution of all patent applications within PATENT RIGHTS, and in the PATENTS, such maintenance of all patents with PATENT RIGHTS. Such costs to and expenses shall not be creditable against any other payments due Biogen. Biogen to TEMPLE under this Agreement. 7.2 COMPANY shall promptly notify Tanox make all payments due to TEMPLE pursuant to Paragraph 7.1 within thirty (30) days of all information received receipt of detailed invoices therefore supported by Biogen relating to the prosecution and maintenance of PATENTS, including, without limitation, any lapse, revocation, surrender, invalidation or abandonment of any copies of the PATENTSsubject receipts and invoices or such other supporting documentation as COMPANY may reasonably request. Biogen mayTEMPLE, in its sole discretion, decide may elect to refrain fromhave its patent counsel submit such invoices directly to COMPANY, or cease to prosecute, or maintain any of the PATENTS. In such an event, Biogen in which case COMPANY shall notify Tanox promptly and in sufficient time to permit Tanox at its sole discretion to continue such prosecution or maintenance at Tanoxpay TEMPLE's expense. If Tanox elects to continue such prosecution or maintenance, Biogen shall execute such documents and perform such acts at Biogen's expense as may be reasonably necessary for Tanox to so continue such prosecution or maintenancepatent counsel directly. 5.2 7.3 In the event either party COMPANY notifies TEMPLE in writing that it will stop paying the costs and expenses with respect to any patent application or patent in any country, TEMPLE, at its AFFILIATESoption, DISTRIBUTORS (may assume the obligation of supporting such patent application or Tanoxpatent in such country, and COMPANY's SUBLICENSEES) becomes aware of any actual or probable infringement of a PATENT claim licensed to Tanox rights and obligations thereto under this AgreementAgreement shall terminate in such country. Termination of COMPANY's rights and obligations with respect to any patent application or patent in any country shall in no way affect the rights and obligations of COMPANY to the same patent application or patent in any other country. 7.4 TEMPLE may file patent applications in countries other than those designated by COMPANY; provided, it however, that TEMPLE shall notify the other party COMPANY in writing of any such filing within thirty (30) days of the details to the extent known filing date. If, within thirty (30) days of its receipt of such infringement. Tanoxnotification, COMPANY fails to inform TEMPLE in its sole discretion and at its sole expense, may take action against any alleged infringer but would be required writing that it wishes to take support such action applications in the name of Biogen, if legally permissible, and if Biogen consents thereto. In determining whether to bring an action to enforce any such PATENT, Tanox shall act in a commercially reasonable manner, giving due consideration to the threat represented by the infringement and the potential risk to the PATENT involved. In the event Tanox declines within six (6) months of notification of such infringement to either (i) cause infringement to cease such as, for example, by settlement, or (ii) initiate legal proceedings against the infringer. Biogen may, but is not obligated to (upon notice to Tanox) initiate legal proceedings against the infringer, at Biogen's expense and in its own name. Biogen, under the circumstances of the previous sentence, is not obligated to initiate proceedings against more than one infringer at a time. 5.3 In the event either Tanox or Biogen shall initiate or carry out legal proceedings to enforce any of the PATENTS licensed under this Agreement against an alleged infringer, the party not initiating or carrying out such proceedings shall fully cooperate with, and supply all reasonable assistance requested by, the other party. Except as described hereunder, any party that institutes any suit to protect or enforce any such PATENTS shall have control of that suit and shall bear the reasonable expenses incurred by the non-initiating party in providing such assistance and cooperation as is requested pursuant to this Article. 5.4 Any recovery obtained by Tanox as the result of legal proceedings initiated and paid for by Tanox to enforce any of the PATENTS licensed under this Agreement against ansuch

PATENT PROSECUTION AND LITIGATION. 5.1 Biogen 9.1. In consultation with LICENSEE but in TEMPLE's sole discretion, TEMPLE shall diligently prosecute all patent applications and maintain all patents within PATENT RIGHTS, to the full extent permitted by law. LICENSEE may request replacement or additional legal representation to prosecute and maintain PATENT RIGHTS, and such firm shall be solely approved if both parties mutually agree to such new legal representation in writing. TEMPLE shall provide LICENSEE with (1) copies of patent documents plus (ii) full and complete copies of all office actions, correspondence and other documents relating to such prosecution for LICENSEE's review and comment. TEMPLE shall have the right to prosecute any patent application in any country in which LICENSEE does not request TEMPLE to prosecute such patent application and to maintain any patent within PATENT RIGHTS in any country in which LICENSEE does not request TEMPLE to maintain such patent, and such patent application or patent in that country shall not be part of PATENT RIGHTS; provided that the rights and obligations of LICENSEE to the same patent application or patent in any other country or to any other patent application or patent in any country shall in no way be affected. Except as provided in Article 9.3, LICENSEE shall be responsible for prosecution all out-of-pocket costs and maintenance expenses incurred by either TEMPLE or LICENSEE, both prior to and during the term of this Agreement, in the PATENTS. Tanox shall bear the cost of all matters relating to the maintenance preparation, filing and prosecution of all patent applications, and in the PATENTS, such maintenance of all patents within PATENT RIGHTS. Such costs to and expenses shall not be creditable against any other payments due Biogento TEMPLE under this Agreement. Biogen Temple University Exclusive License to STWA 9.2. LICENSEE shall promptly notify Tanox make all payments due to TEMPLE pursuant to Article 9.1 within thirty (30) days of all information received by Biogen relating to the prosecution and maintenance receipt of PATENTS, including, without limitation, any lapse, revocation, surrender, invalidation or abandonment of any of the PATENTSa detailed invoice therefor. Biogen mayTEMPLE, in its sole discretion, decide may elect to refrain fromhave its patent counsel submit copies of such invoices directly to LICENSEE, or cease to prosecute, or maintain any in which case LICENSEE shall pay TEMPLE within thirty (30) days of the PATENTSinvoice received from patent counsel. 9.3. In LICENSEE may give TEMPLE thirty (30) days' prior written notice that it will stop paying the costs and expenses with respect to any patent application or patent in any country, in which case TEMPLE, at its option, may assume the obligation of supporting such an eventpatent application or patent in such country, Biogen and LICENSEE's rights and obligations thereto under this Agreement shall notify Tanox promptly terminate at the end of such thirty (30) day notice period. Termination of LICENSEE's rights and obligations with respect to any patent application or patent in any country under the terms set forth in this Article 9.3 shall in no way affect the rights and obligations of LICENSEE to the same patent application or patent in any other country or to any other patent application or patent in any country. 9.4. LICENSEE, at its option, may defend any claim of infringement of PATENT RIGHTS resulting from the manufacture, use, sale or other disposition of LICENSED PRODUCT, whether such claim shall be made against TEMPLE or LICENSEE, and in sufficient time defending such claim, LICENSEE shall bear all costs and expenses, including attorneys' fees, incurred in connection with any such claim. Any such costs and expenses shall be credited against not more than fifty percent (50%) of royalty payments due to permit Tanox at its sole discretion TEMPLE on account of NET SALES of said LICENSED PRODUCT, pursuant to continue Article 5.1, in each year subsequent to initial receipt of notice of such prosecution or maintenance at Tanox's expenseclaim and during the term of this Agreement until fully offset. If Tanox elects Each party to continue such prosecution or maintenance, Biogen shall execute such documents and perform such acts at Biogen's expense as may be reasonably necessary for Tanox to so continue such prosecution or maintenance. 5.2 In the event either party or its AFFILIATES, DISTRIBUTORS (or Tanox's SUBLICENSEES) becomes aware of any actual or probable infringement of a PATENT claim licensed to Tanox under this Agreement, Agreement agrees that it shall notify the other party in writing in the event any claim of infringement is made against that party. LICENSEE shall have full control over the conduct of the details to the extent known defense of any such infringement. Tanoxclaim and TEMPLE shall provide LICENSEE with all reasonable assistance and cooperation, in its sole discretion and at its LICENSEE's sole expense, that LICENSEE may take action against any alleged infringer but would be required to take such action request in the name of Biogen, if legally permissible, and if Biogen consents thereto. In determining whether to bring an action to enforce any such PATENT, Tanox shall act in a commercially reasonable manner, giving due consideration to the threat represented by the infringement and the potential risk to the PATENT involveddefense. 9.5. In the event Tanox declines within six (6) months either party becomes aware of notification any actual or threatened infringement of such PATENT RIGHTS in any country, that party shall promptly notify the other party in writing. LICENSEE shall have the first right to bring an infringement to either (i) cause infringement to cease such as, for example, by settlement, or (ii) initiate legal proceedings suit against the infringerinfringer and to use TEMPLE's name if legally required in connection therewith. Biogen mayLICENSEE shall not settle or compromise any such suit in a manner that imposes any obligations or restrictions on TEMPLE or grants any rights under PATENT RIGHTS or TECHNICAL INFORMATION, but is without TEMPLE's prior written consent. If LICENSEE does not obligated proceed with a particular infringement suit or attempt to sublicense the infringer within ninety (upon notice 90) days of notification, TEMPLE, after notifying LICENSEE in writing, shall be entitled to Tanox) initiate legal proceedings against proceed with such suit through counsel of its choice. The party conducting any suit pursuant to this Article 9.5 shall have full control over its conduct and shall be responsible for all expenses associated therewith. Each party shall always have the infringerright to be represented by counsel of its choice and at its own expense in any suit instituted by the other party for infringement. In any event, the parties shall provide each other, at Biogen's the expense and in its own name. Biogen, under the circumstances of the previous sentenceparty bringing suit, is not obligated to initiate proceedings against more than one infringer at a time. 5.3 In the event either Tanox or Biogen shall initiate or carry out legal proceedings to enforce any of the PATENTS licensed under this Agreement against an alleged infringer, the party not initiating or carrying out such proceedings shall fully cooperate with, and supply with all reasonable assistance and cooperation requested byin any such suit. At the request and expense of the party bringing suit, the other partyparty shall permit access to all relevant personnel, records, papers, information, samples, specimens, and the like during regular business hours. Except as described hereunderThe parties may also jointly participate in any infringement suit if both parties agree to do so in writing in advance, and set forth the basis for sharing of expenses. Temple University Exclusive License to STWA 9.6. The amount of any recovery resulting from an infringement suit or settlement thereof pursuant to Article 9.5 shall first satisfy the costs and. xpenses, including reasonable attorneys' fees, incurred in connection with such suit by the party bringing suit ("COSTS AND EXPENSES"). If LICENSEE is the party bringing suit, any party that institutes any suit recovery in excess of COSTS AND EXPENSES shall be paid to protect or enforce any such PATENTS shall have control of that suit LICENSEE and shall bear be divided equally between LICENSEE and TEMPLE. If TEMPLE is the reasonable expenses incurred party bringing suit, any recovery in excess of COSTS AND EXPENSES shall be paid to and retained by TEMPLE in its entirety. If the non-initiating party parties have agreed to participate jointly in providing such assistance and cooperation as is requested pursuant an infringement suit, any recovery in excess of the parties' COSTS AND EXPENSES shall be allocated to this Article. 5.4 Any recovery obtained by Tanox the parties in the same proportion as the result sharing of legal proceedings initiated and paid for by Tanox to enforce any of the PATENTS licensed under this Agreement against anCOSTS AND EXPENSES.

PATENT PROSECUTION AND LITIGATION. 5.1 Biogen 8.1. At any time during the OPTION PERIOD, LICENSEE may file on TEMPLE's behalf an application for a PROJECT PATENT, and such PROJECT PATENT shall be solely deemed part of PATENT RIGHTS. 8.2. In consultation with TEMPLE but in LICENSEE's reasonable sole discretion, LICENSEE shall diligently prosecute all patent applications and maintain all patents within PATENT RIGHTS, to the full extent permitted by law, provided that TEMPLE shall in a timely manner receive (i) all original patent documents plus (ii) full and complete copies of all office actions, correspondence and other documents relating to such prosecution. TEMPLE shall have the right to prosecute any patent application in any country in which LICENSEE does not prosecute such patent application and to maintain any patent within PATENT RIGHTS in any country in which LICENSEE does not maintain such patent, and such patent application or patent in that country shall not be part of PATENT RIGHTS; provided that the rights and obligations of LICENSEE to the same patent application or patent in any other country or to any other patent application or patent in any country shall in no way be affected. Except as provided in Paragraph 8.3, LICENSEE shall be responsible for prosecution all out-of-pocket costs and maintenance expenses incurred by LICENSEE, both prior to and during the term of this Agreement, in the PATENTS. Tanox shall bear the cost of all matters relating to the maintenance preparation, filing and prosecution of all patent applications, and in the PATENTS, such maintenance of all patents within PATENT RIGHTS. Such costs to and expenses shall not be creditable against any other payments due Biogen. Biogen shall promptly notify Tanox of all information received by Biogen relating to the prosecution and maintenance of PATENTS, including, without limitation, any lapse, revocation, surrender, invalidation or abandonment of any of the PATENTS. Biogen may, in its sole discretion, decide to refrain from, or cease to prosecute, or maintain any of the PATENTS. In such an event, Biogen shall notify Tanox promptly and in sufficient time to permit Tanox at its sole discretion to continue such prosecution or maintenance at Tanox's expense. If Tanox elects to continue such prosecution or maintenance, Biogen shall execute such documents and perform such acts at Biogen's expense as may be reasonably necessary for Tanox to so continue such prosecution or maintenance. 5.2 In the event either party or its AFFILIATES, DISTRIBUTORS (or Tanox's SUBLICENSEES) becomes aware of any actual or probable infringement of a PATENT claim licensed to Tanox TEMPLE under this Agreement. 8.3. LICENSEE may give TEMPLE thirty (30) days' prior written notice that it will stop paying the costs and expenses with respect to any patent application or patent in any country, in which case TEMPLE, at its option, may assume the obligation of supporting such patent application or patent in such country, and LICENSEE's rights and obligations thereto under this Agreement shall terminate at the end of such thirty (30) day notice period in such country. Termination of LICENSEE's rights and obligations with respect to any patent application or patent in any country under the terms set forth in this Paragraph 8.3 shall in no way affect the rights and obligations of LICENSEE to the same patent application or patent in any other country or to any other patent application or patent in any country. 8.4. LICENSEE, at its option, may defend any claim, made by others, of infringement of PATENT RIGHTS resulting from the manufacture, use, sale or other disposition of LICENSED PRODUCT, whether such claim shall be made against TEMPLE or LICENSEE, and in defending such claim, LICENSEE shall bear all costs and expenses, including reasonable attorneys' fees, incurred in connection with any such claim. Any such costs and expenses shall be credited against fifty percent (50%) of royalty payments due to TEMPLE on account of NET SALES of said LICENSED PRODUCT, pursuant to Paragraph 4.1, in each year during the term of this Agreement until fully offset. Each party to this Agreement agrees that it shall notify the other party in writing in the event any claim of infringement is made against that party. LICENSEE shall have full control over the conduct of the details to the extent known defense of such infringement. Tanox, in its sole discretion and at its sole expense, may take action against any alleged infringer but would be required to take such action in the name of Biogen, if legally permissible, and if Biogen consents thereto. In determining whether to bring an action to enforce any such PATENTclaim and TEMPLE shall provide LICENSEE with all reasonable assistance and cooperation, Tanox shall act at no cost to TEMPLE, that LICENSEE may request in a commercially reasonable manner, giving due consideration to the threat represented by the infringement and the potential risk to the PATENT involvedany such defense. 8.5. In the event Tanox declines within six (6) months either party becomes aware of notification any actual or threatened infringement of such PATENT RIGHTS in any country, that party shall promptly notify the other party in writing. LICENSEE shall have the first right to bring an infringement to either (i) cause infringement to cease such as, for example, by settlement, or (ii) initiate legal proceedings suit against the infringerinfringer and to use TEMPLE's name if legally required in connection therewith. Biogen mayLICENSEE shall not settle or compromise any such suit in a manner that imposes any obligations or restrictions on TEMPLE or grants any rights under PATENT RIGHTS or TECHNICAL INFORMATION, but is without TEMPLE's written consent, which consent shall not obligated be unreasonably withheld. If LICENSEE does not proceed with a particular infringement suit or attempt to sublicense the infringer within ninety (upon notice 90) days of notification, TEMPLE, after notifying LICENSEE in writing, shall be entitled to Tanox) initiate legal proceedings against proceed with such suit through counsel of its choice. The party conducting any suit pursuant to this Paragraph 8.5 shall have full control over its conduct and shall be responsible for all expenses associated therewith. Each party shall always have the infringerright to be represented by counsel of its choice and at its own expense in any suit instituted by the other party for infringement. In any event, the parties shall provide each other, at Biogen's the expense and in its own name. Biogen, under the circumstances of the previous sentenceparty bringing suit, is not obligated to initiate proceedings against more than one infringer at a time. 5.3 In the event either Tanox or Biogen shall initiate or carry out legal proceedings to enforce any of the PATENTS licensed under this Agreement against an alleged infringer, the party not initiating or carrying out such proceedings shall fully cooperate with, and supply with all reasonable assistance and cooperation requested byin any such suit. At the request and expense of the party bringing suit, the other partyparty shall permit access to all relevant personnel, records, papers, information, samples, specimens, and the like during regular business hours. Except as described hereunderThe parties may also jointly participate in any infringement suit if both parties agree to do so in writing in advance, and set forth the basis for sharing of expenses. 8.6. The amount of any recovery resulting from an infringement suit or settlement thereof pursuant to Paragraph 8.5 shall first satisfy the costs and expenses, including reasonable attorneys' fees, incurred in connection with such suit by the party bringing suit ("COSTS AND EXPENSES"). If LICENSEE is the party bringing suit, any party that institutes any suit recovery in excess of COSTS AND EXPENSES shall be paid to protect or enforce any such PATENTS shall have control of that suit LICENSEE and shall bear the reasonable expenses incurred by the non-initiating party in providing such assistance and cooperation as is requested be deemed to be NET SALES subject to royalties due to TEMPLE pursuant to this Article.Paragraph 4 5.4 Any .1. If TEMPLE is the party bringing suit, any recovery obtained by Tanox in excess of COSTS AND EXPENSES shall be paid to TEMPLE. If the parties have agreed to participate jointly in an infringement suit, any recovery in excess of the parties' COSTS AND EXPENSES shall be allocated to the parties in the same proportion as the result sharing of legal proceedings initiated COSTS AND EXPENSES, and paid for by Tanox LICENSEE's allocation shall be deemed to enforce any of the PATENTS licensed under this Agreement against anbe NET SALES subject to royalties due to TEMPLE pursuant to Paragraph 4.1.

PATENT PROSECUTION AND LITIGATION. 5.1 Biogen The Purchaser shall be solely responsible for prosecution patent prosecution, foreign patent filing and patent maintenance of the PATENTSPatents, all of which shall be paid for by the Purchaser. Tanox shall bear the cost of The Seller agrees to do all matters such further acts and execute all such further applications, documents and instruments relating to the maintenance Patents and prosecution of the PATENTS, such costs to be creditable against any payments due Biogen. Biogen shall promptly notify Tanox of all information received by Biogen relating to the prosecution and maintenance thereof as the Purchaser may from time to time require or request in order to make and prosecute Patent applications and to obtain, perfect, provide evidence or protect the Patents and the Purchaser's rights hereunder. In furtherance of PATENTSthe foregoing, includingthe Seller hereby exclusively appoints the Purchaser to execute such applications, without limitationdocuments and instruments in the Seller's name and on its behalf as its duly authorized agent and attorney-in-fact and this appointment shall be deemed to be a power coupled with an interest and shall be irrevocable during the Variable Payment Term. Seller's acts in furtherance of the forgoing shall be at Purchaser's sole cost and expense, subject to Seller's indemnification obligation under Section 6.2 to the extent applicable. 5.2 The Seller agrees to cooperate with the Purchaser's efforts to prosecute and maintain the Patents, and to provide such assistance as the Purchaser reasonably requests in furtherance of the Purchaser's efforts to prosecute and maintain such Patents, subject to reimbursement of the Seller's reasonable expenses by the Purchaser, with a maximum daily rate of $2,000, plus reasonable travel expenses, if any. 5.3 If any lapse, revocation, surrender, invalidation action alleging invalidity or abandonment non-infringement of any of the PATENTSPatents is brought by a third party against the Seller, then the Seller shall provide notice thereof as set forth below, and the Purchaser shall have the right to intervene and take over the sole defense of the action and assert claims on behalf of the Seller and the Purchaser at its own expense, subject to the Seller's indemnification obligation under Section 6.2. Biogen mayThe Seller shall provide the Purchaser written notice of any such claim, proceeding or suit as promptly as practicable but in its sole discretion, decide to refrain from, no event later than fifteen (15) days after the Seller's receipt of notice thereof. (a) The Seller shall promptly inform the Purchaser of any act by a third party which it believes is an infringement or cease to prosecute, or maintain similar violation of any of the PATENTSPurchaser's rights under the Patents after the Seller discovers facts or circumstances which suggests to the Seller that any such infringement may have occurred, be occurring or will occur. (b) The Purchaser will have the sole right to determine whether to pursue its legal remedies against any purported third party infringer, including the right to settle and/or litigate the matter with the third party infringer. (c) If the Purchaser chooses to enforce any Patent against a third party infringer or to otherwise pursue legal recourse against a third party infringer, the Purchaser will be responsible for all costs and expenses in connection with the enforcement proceeding. In such Any monetary recovery (whether by settlement, award or judgment) as a result of an eventinfringement claim or counterclaim by the Purchaser against a third party shall be allocated as set forth in Section 5.4(d). The Seller consents to being joined to the action as an interested party, Biogen shall notify Tanox promptly and in sufficient time to permit Tanox will, at its sole discretion to continue such prosecution or maintenance at Tanox's expense. If Tanox elects to continue such prosecution or maintenance, Biogen shall execute such documents and perform such acts at Biogenthe Purchaser's expense as may be reasonably necessary for Tanox to so continue such prosecution or maintenance. 5.2 In the event either party or its AFFILIATESof no more than $2,000 per day plus reasonable travel expenses, DISTRIBUTORS (or Tanox's SUBLICENSEES) becomes aware of any actual or probable infringement of a PATENT claim licensed to Tanox under this Agreementcooperate in all respects and, it shall notify the other party in writing of the details to the extent known of such infringementpossible, have the Seller's representatives and employees testify when requested. TanoxThe Seller shall also maintain during the Variable Payment Term and make available upon the Purchaser's request to the Purchaser and the Purchaser's attorneys and other appropriate representatives all relevant records, in its sole discretion and at its sole expensepapers, may take action against any alleged infringer but would be required to take such action in the name of Biogen, if legally permissibleinformation samples, and if Biogen consents thereto. In determining whether the like pertaining to bring an action the Technology and the Patents. (d) If Purchaser chooses to enforce any such PATENTPatent against a third party infringer, Tanox by commencement and maintenance of an infringement action or other action seeking to enforce its rights under any of the Patent, Purchaser shall act in a commercially reasonable manner, giving due consideration to the threat represented by the infringement and the potential risk to the PATENT involvedpay all patent litigation costs. In the event Tanox declines within six Any monetary recovery (6) months of notification of such infringement to either (i) cause infringement to cease such as, for example, whether by settlement, award or (iijudgment) initiate legal proceedings received by Purchaser as a result of an infringement claim or counterclaim by Purchaser against a third party shall be allocated as follows: FIRST, to Purchaser until an amount equal to all patent litigation costs, together with interest thereon at an annual rate equal to the infringer. Biogen mayprime rate, but is not obligated to (upon notice to Tanox) initiate legal proceedings against the infringeras published in THE WALL STREET JOURNAL, at Biogen's expense and in its own name. Biogen, under the circumstances as of the previous sentencedate of determination, plus 200 basis points, has been recouped in full; and SECOND, as to all amounts of any such monetary recovery that are allocable on the basis of date of sale or other transfer to the period of time up to and through the Closing Date, [*CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT] of such amounts shall be retained by Purchaser; and THIRD, as to all amounts of any such monetary recovery that are allocable on the basis of date of sale or other transfer to the period of time after the Closing Date, such amounts shall be paid to Seller and Purchaser, respectively, as if any such amount that is not obligated to initiate proceedings against more than one infringer at a time. 5.3 In the event either Tanox fixed amount were a lump sum payment from a Licensee and as if any future royalties or Biogen shall initiate or carry out legal proceedings to enforce any similar contingent payments constituting part of the PATENTS licensed under this Agreement against an alleged infringerrecovery or settlement were royalties from a Licensee, the party not initiating or carrying out such proceedings shall fully cooperate with, and supply all reasonable assistance requested by, the other party. Except as described hereunder, any party that institutes any suit to protect or enforce any such PATENTS shall have control of that suit and shall bear the reasonable expenses incurred by the non-initiating party provided in providing such assistance and cooperation as is requested pursuant to this ArticleSection 3.4. 5.4 Any recovery obtained by Tanox as the result of legal proceedings initiated and paid for by Tanox to enforce any of the PATENTS licensed under this Agreement against an

PATENT PROSECUTION AND LITIGATION. 5.1 Biogen 7.1 TEMPLE, in consultation with COMPANY but in TEMPLE's sole discretion, shall diligently prosecute all patent applications and maintain all patents within PATENT RIGHTS, to the extent permitted by law, in all countries designated in writing by COMPANY during the term of this Agreement. Except as provided in paragraph 7.3, COMPANY shall be solely responsible for prosecution all costs and maintenance expenses incurred by TEMPLE, both prior to and during the term of this Agreement, in the PATENTS. Tanox shall bear the cost of all matters relating to the maintenance preparation, filing and prosecution of all patent applications within PATENT RIGHTS, and in the PATENTS, such maintenance of all patents within PATENT RIGHTS. Such costs to and expenses shall not be creditable against any other payments due Biogento TEMPLE under this Agreement. 7.2 COMPANY shall make all payments due to TEMPLE pursuant to Paragraph 7.1 within thirty (30) days of receipt of a detailed invoice therefor. Biogen shall promptly notify Tanox of all information received by Biogen relating to the prosecution and maintenance of PATENTS, including, without limitation, any lapse, revocation, surrender, invalidation or abandonment of any of the PATENTS. Biogen mayTEMPLE, in its sole discretion, decide may elect to refrain fromhave its patent counsel submit such invoices directly to COMPANY, or cease to prosecute, or maintain any of the PATENTS. In such an event, Biogen in which case COMPANY shall notify Tanox promptly and in sufficient time to permit Tanox at its sole discretion to continue such prosecution or maintenance at Tanoxpay TEMPLE's expense. If Tanox elects to continue such prosecution or maintenance, Biogen shall execute such documents and perform such acts at Biogen's expense as may be reasonably necessary for Tanox to so continue such prosecution or maintenancepatent counsel directly. 5.2 7.3 In the event either party COMPANY notifies TEMPLE in writing that it will stop paying the costs and expenses with respect to any patent application or patent in any country, TEMPLE, at its AFFILIATESoption, DISTRIBUTORS (may assume the obligation of supporting such patent application or Tanoxpatent in such country, and COMPANY's SUBLICENSEES) becomes aware rights and obligations thereto under this Agreement shall terminate in such country. Termination of COMPANY's rights and obligations with respect to any patent application of patent in any country shall in no way affect the rights and obligations of COMPANY to the same patent application or patent in any other country. 7.4 TEMPLE may file patent applications in countries other than those designated by COMPANY provided, however that TEMPLE shall notify COMPANY in writing of any actual such filing within thirty (30) days of the filing date. If within thirty (30) days of its receipt of such notification COMPANY fails to inform TEMPLE in writing that it wishes to support such applications in such countries, TEMPLE shall bear all the costs associated with such additional patent application filings, and such applications in such countries and any patents granting therefrom shall not be included within PATENT RIGHTS. TEMPLE shall then be free to license such patents and patent applications in such countries to others. 7.5 COMPANY, at its option, may defend any claim, made by others, of patent infringement resulting from the manufacture, use, sale or probable infringement other disposition of LICENSED PRODUCT, whether such claim shall be made against TEMPLE or COMPANY, and if COMPANY defends such claim, COMPANY shall bear all costs and expenses, including reasonable attorneys' fees, incurred in connection with any such claim. These costs and expenses will be a PATENT claim licensed credit against fifty percent (50%) of royalty payments due to Tanox under TEMPLE on account of NET SALES of said LICENSED PRODUCT, pursuant to Paragraph 4.1, in each year during the term of this Agreement, Agreement until fully offset. Each party to this Agreement agrees that it shall notify the other party in writing of the details to the extent known of such infringement. Tanox, in its sole discretion and at its sole expense, may take action against any alleged infringer but would be required to take such action in the name event any claim of Biogen, if legally permissible, and if Biogen consents thereto. In determining whether to bring an action to enforce any such PATENT, Tanox shall act in a commercially reasonable manner, giving due consideration to the threat represented by the infringement and the potential risk to the PATENT involved. In the event Tanox declines within six (6) months of notification of such infringement to either (i) cause infringement to cease such as, for example, by settlement, or (ii) initiate legal proceedings is made against the infringer. Biogen may, but is not obligated to (upon notice to Tanox) initiate legal proceedings against the infringer, at Biogen's expense and in its own name. Biogen, under the circumstances of the previous sentence, is not obligated to initiate proceedings against more than one infringer at a timethat party. 5.3 7.6 In the event either Tanox party becomes aware of any actual or Biogen threatened infringement of PATENT RIGHTS in any country, that party shall initiate promptly notify the other party in writing. COMPANY shall have the first right to bring an infringement action against the infringer and to use TEMPLE's name if legally required in connection therewith. If COMPANY does not proceed with a particular patent infringement action or carry out legal proceedings attempt to sublicense the infringer within ninety (90) days of notification, TEMPLE, after notifying COMPANY in writing, shall be entitled to proceed against such infringement at its own expense, through counsel of its choice. The party conducting such suit shall have full control over its conduct. In any event, TEMPLE and COMPANY shall assist one another and cooperate in any such litigation. TEMPLE and COMPANY may also jointly participate in any infringement action if both parties agree to do so in writing in advance, and set forth the basis for sharing of expenses. 7.7 The amount of any recovery resulting from any litigation to enforce any of the PATENTS licensed under this Agreement against an alleged infringer, PATENT RIGHTS or settlement thereof ("Recovery") shall first satisfy the party not initiating or carrying out such proceedings shall fully cooperate with, attorney's fees and supply all reasonable assistance requested by, the other party. Except as described hereunder, any party that institutes any suit to protect or enforce any such PATENTS shall have control of that suit and shall bear the reasonable expenses costs incurred by the non-initiating enforcing party in providing such assistance litigation ("Fees and cooperation Costs") provided, however, that if COMPANY is the enforcing party and a royalty reduction was applied pursuant to Paragraph 7.5 ("Royalty Reduction"), then TEMPLE shall receive from the Recovery an amount calculated by dividing the Royalty Reduction by the Fees and Costs and multiplying the result by the Recovery. Any Recovery in excess of Fees and Costs shall first satisfy royalty payments due to TEMPLE, with any remaining balance to the enforcing party. Each party shall always have the right to be represented by counsel of its choice and at its own expense in any suit instituted by another for infringement. If the parties have agreed to participate jointly in an infringement action, any recovery in excess of satisfying the parties' attorney fees, costs of the litigation and payment of the royalty due to TEMPLE on account of the infringement, shall be allocated to the parties in the same proportion as is requested the sharing of the litigation expenses. 7.8 In the event TEMPLE licenses any PATENT RIGHTS or TECHNICAL INFORMATION to anyone other than COMPANY (i.e., for pharmaceutical applications), COMPANY shall be entitled to receive, and TEMPLE shall remit to COMPANY immediately upon TEMPLE's receipt thereof one half (1/2) of all revenues received by TEMPLE from such other licensee(s), whether in the form of license fees, royalty payments or otherwise ("Licensee Payments"), to a maximum of one half (1/2) of the full amount expended by COMPANY to prosecute patent applications and patents for the PATENT RIGHTS, maintain and protect such patent applications and patents, defend any claim of patent infringement with respect to the PATENT RIGHTS, or otherwise incurred by COMPANY in connection with perfecting the PATENT RIGHTS pursuant to this ArticleAgreement ("Patent Costs"), provided such costs have not been previously credited against royalties or other payments otherwise due to TEMPLE. COMPANY shall have the right to review, copy and audit TEMPLE's agreements, books and records relating to Licensee Payments from time to time upon reasonable advanced notice to TEMPLE in order to verify the amount and timing of TEMPLE's receipt of Licensee Payments. TEMPLE shall have the right to review, copy and audit COMPANY's books and records relating to Patent Costs from time to time upon reasonable advanced notice to COMPANY in order to verify the amount of COMPANY's Patent Costs. 5.4 Any recovery obtained by Tanox as the result of legal proceedings initiated and paid for by Tanox to enforce any of the PATENTS licensed under this Agreement against an

PATENT PROSECUTION AND LITIGATION. 5.1 Biogen 4.1 Licensee shall be solely responsible for prosecution prosecution, foreign filing and maintenance of the PATENTSPatents in the Licensed Territory and shall pay all costs and expenses associated therewith, subject to recoupment as provided below in this Agreement. Tanox shall bear the cost of Licensor agrees to perform all matters such further acts and execute all such further applications, documents and instruments relating to the maintenance Patents and prosecution of the PATENTS, such costs to be creditable against any payments due Biogen. Biogen shall promptly notify Tanox of all information received by Biogen relating to the prosecution and maintenance thereof, in the Licensed Territory, as Licensee may from time to time reasonably request in order to file and prosecute patent applications and to obtain, perfect, provide evidence for or protect the Patents and Licensee's rights thereunder. In furtherance of PATENTSthe foregoing, includingLicensor hereby exclusively appoints Licensee to execute such applications, documents and instruments in Licensor's name and on its behalf as its duly authorized agent and attorney-in-fact and, except as provided in Section 4.3, this appointment shall be deemed to be a power coupled with an interest and shall be irrevocable during the Term. Licensee shall confirm to Licensor upon Licensor's request, no less frequently than annually, that Licensee has duly paid all maintenance fees in connection with the Patents. 4.2 All costs and expenses incurred by Licensee in furtherance of its activities under Section 4.1, including Patent Maintenance Costs and Patent Prosecution Costs, shall be promptly paid by Licensee; PROVIDED, that Licensee shall have the right to recoup Patent Maintenance Costs in accordance with Section 5.8(a). 4.3 Licensee shall not take any action or omit to take any action that could result in the abandonment of any Patent without limitationproviding Licensor at least sixty (60) days' prior written notice and sufficient opportunity to take such steps as may be necessary to avoid abandonment of any such Patent. If Licensee purports to take any such action or omits to take any such action, and Licensor gives Licensee notice of its desire to avoid such abandonment with respect thereto, the appointment of Licensee as Licensor's duly authorized agent and attorney-in-fact pursuant to Section 4.1 shall be deemed revoked as to such Patent from and after the date of such notice by Licensor to Licensee. 4.4 Licensor shall not take any lapse, revocation, surrender, invalidation action or omit any action which could result in the abandonment of any Patent without providing Licensee at least sixty (60) days' prior written notice and sufficient opportunity to take such steps as may be necessary to avoid abandonment of any Patent. 4.5 If any action alleging invalidity or non-infringement of any of the PATENTS. Biogen mayPatents is brought by a third party against Licensor or any Endolaser Inventor, in its Licensor shall provide notice thereof to Licensee and Licensee shall have the right to intervene and take over the sole discretion, decide to refrain from, or cease to prosecute, or maintain any defense of the PATENTS. In such an event, Biogen shall notify Tanox promptly action and in sufficient time to permit Tanox assert claims on behalf of Licensor and Licensee at its sole discretion own expense, subject to continue Licensor's obligation to indemnify under Section 7.5. Licensor shall provide Licensee written notice of any such prosecution claim, proceeding or maintenance at Tanoxsuit as promptly as practicable but in no event later than ten (10) days after Licensor's expense. If Tanox elects to continue such prosecution or maintenance, Biogen shall execute such documents and perform such acts at Biogen's expense as may be reasonably necessary for Tanox to so continue such prosecution or maintenancereceipt of notice thereof. 5.2 In the event either party or its AFFILIATES, DISTRIBUTORS (or Tanox's SUBLICENSEESa) becomes aware Licensor will promptly inform Licensee of any actual or probable act by a Third Party which it believes is an infringement of a PATENT claim licensed to Tanox under this Agreement, it shall notify the other party in writing of the details to the extent known of such infringement. Tanox, in its sole discretion and at its sole expense, may take action against any alleged infringer but would be required to take such action Patent in the name of Biogen, if legally permissible, Licensed Territory. (b) Licensee shall have the sole right to enforce the Patents in the Licensed Territory and if Biogen consents thereto. In determining whether to bring an action settle and/or litigate the matter with the Third Party infringer. (c) If Licensee chooses to enforce any such PATENTPatent against a third party infringer, Tanox by commencement and maintenance of an infringement action, Licensee shall act in a commercially reasonable manner, giving due consideration to the threat represented by the infringement and the potential risk to the PATENT involvedpay all Patent Litigation Costs. In the event Tanox declines within six Any monetary recovery (6) months of notification of such infringement to either (i) cause infringement to cease such as, for example, whether by settlement, award or (iijudgment) initiate legal proceedings against the infringer. Biogen may, but is not obligated to (upon notice to Tanox) initiate legal proceedings against the infringer, at Biogen's expense and in its own name. Biogen, under the circumstances of the previous sentence, is not obligated to initiate proceedings against more than one infringer at received by Licensee as a time. 5.3 In the event either Tanox or Biogen shall initiate or carry out legal proceedings to enforce any of the PATENTS licensed under this Agreement against an alleged infringer, the party not initiating or carrying out such proceedings shall fully cooperate with, and supply all reasonable assistance requested by, the other party. Except as described hereunder, any party that institutes any suit to protect or enforce any such PATENTS shall have control of that suit and shall bear the reasonable expenses incurred by the non-initiating party in providing such assistance and cooperation as is requested pursuant to this Article. 5.4 Any recovery obtained by Tanox as the result of legal proceedings initiated and paid for an infringement claim or counterclaim by Tanox to enforce any of the PATENTS licensed under this Agreement Licensee against ana Third Party shall be allocated as follows:

PATENT PROSECUTION AND LITIGATION. 5.1 Biogen 7.1 TDT shall be solely responsible for prosecution the payment of all reasonable costs incurred relating to the Patent Rights, whether incurred pursuant to this Agreement, or pursuant to the Prior License and outstanding as of the date of this Agreement, including all costs incurred by TJU relating to the preparation, filing, prosecution, issuance, reissuance, reexamination, interference and maintenance of the PATENTS. Tanox shall bear Patent Rights, provided that if the cost aggregate of all matters relating such costs for any Agreement Year, not including interference costs, is in excess of $8,000, TDT shall be entitled to apply an amount equal to one quarter (l/4) of the amount of such costs in excess of $8,000 as a credit against royalties due to TJU pursuant to Section 3.1 above for the then current or any subsequent Agreement Year, provided that in no event shall the royalties due to TJU in any Agreement Year be reduced by more than fifty percent (50%) and in no event shall the license fees due to TJU pursuant to Section 3.2 be reduced. TJU shall, following consultation with TDT, select patent counsel to cause patent applications under the Patent Rights to be filed and prosecuted. In the event TDT wishes to relieve itself of any obligation to pay for the future reasonable expenses of preparation, filing, prosecution, issuance, reissuance, reexamination, interference or maintenance of any Patent Rights submitted to TDT by TJU under this Section, it may provide TIU with one hundred and twenty (120) days notice of such decision, whereupon TJU may assume such costs and thereafter those Patent Rights for which IDT elects not to pay such patent costs shall be the sole property of TJU and shall not be subject to the maintenance right and prosecution licenses provided for in ARTICLE II. TDT shall be responsible for all reasonable expenses incurred prior to, or as a result of irrevocable action taken prior to, the effective date of such decision. 7.2 TDT shall take all appropriate steps to ensure that, if eligible, TIU will be able to obtain patent term extension(s) pursuant to 35 U.S.C. 156 et seq., as appropriate. TDT shall keep TJU fully informed with respect to its submissions to governmental authorities for regulatory review for Products which may be eligible for patent term extension. TDT acknowledges that time is of the PATENTS, such costs essence with respect to be creditable against any payments due Biogen. Biogen shall promptly notify Tanox of all information received by Biogen relating to the prosecution and maintenance of PATENTS, including, without limitation, any lapse, revocation, surrender, invalidation or abandonment of any submission of the PATENTSapplication for patent term extension. Biogen mayTDT shall send written notice to TJU within five (S) business days of the date a Product receives permission under the provision of the law under which the applicable regulatory review period occurred for commercial marketing or use (“Approval Date”). TDT shall provide all necessary information in its possession and reasonable assistance in preparing an application, if TJU is eligible, for patent term extension in compliance with 35 U.S.C. 156 et. seq. and any applicable governmental regulations within thirty (30) days after Approval Date. TDT agrees to cooperate fully with TJU in preparing such application for patent term extension. If eligible, TJU shall file, in its sole discretionown name, decide such application for patent term extension. TDT, if requested, agrees to refrain from, or cease to prosecute, or maintain any join in such application for patent term extension. TDT shall fully support such application and shall provide such information as may reasonably be requested in support of the PATENTS. In such an event, Biogen shall notify Tanox promptly and in sufficient time to permit Tanox at its sole discretion to continue such prosecution application by TJU or maintenance at Tanox's expense. If Tanox elects to continue such prosecution or maintenance, Biogen shall execute such documents and perform such acts at Biogen's expense as may be reasonably necessary for Tanox to so continue such prosecution or maintenanceby the government. 5.2 7.3 In the event either party or its AFFILIATES, DISTRIBUTORS (or Tanox's SUBLICENSEES) becomes aware of any actual or probable a suspected infringement of a PATENT claim licensed to Tanox under this Agreementany patent included in the Patent Rights, it shall promptly notify the other party in writing of such suspected infringement. The parties shall commence discussions within ninety (90) days of said• notification for the purpose of jointly evaluating said suspected infringement and for the purpose of determining what action shall be taken by the parties or either of them with respect thereto. If no agreement is reached as to the existence or non-existence of an infringement concerning any such patent, the question of the details existence of a sufficient degree of infringement to justify the institution of legal action shall be decided by an arbitrator who is an independent patent attorney selected by mutual agreement who shall hear and decide the question based only on oral argument lasting less than one day. The parties shall equally share the arbitrator’s expenses. If the arbitrator concludes that the information and evidence then available arc insufficient to conclude that there is such infringement sufficient to justify institution of legal action, no action shall be brought by either party unless and until newly discovered evidence resulting in agreement between the parties or a contrary arbitrator’s decision, is obtained. 7.4 In the event there is agreement as to the extent known existence of any such infringement, or such is decided by the arbitrator, TDT, in the first instance, shall have the first right to take such actions, including sublicensing the alleged infringer or instituting litigation, which it deems necessary in order to xxxxx the infringement, and shall have the right to name TJU as a party plaintiff, if necessary, to the maintenance of such infringementaction. 7.5 The parties recognize that the scope and/or validity of any patent included in the Patent Rights which is involved in litigation is likely to be railed as an issue by any actual or ..: alleged infringer, and that an adverse decision relating to that patent might significantly reduce the royalties due and payable by TDT under this Agreement The parties further recognize that any litigation enforcing that subject patent is likely to involve document production, deposition testimony, discovery responses, and trial appearances by TJU and/or its inventors and other personnel. TanoxAccordingly, in the event that TDT initiates and controls any litigation where the scope or validity of any patent included in the Patent Rights is in issue, TDT agrees to reimburse TJU for its sole discretion reasonable out-of-pocket expenses of every kind and character, except legal fees and costs, necessarily incurred by TJU and its personnel in connection with the litigation. In connection with such litigation, TJU, at its sole TJU’s expense, may take action select its own counsel to consult with lead trial counsel of TDT’s choice, to advise TIU concerning the progress of the ongoing litigation and to otherwise represent TJU and its personnel in connection with the litigation. TDT shall also reimburse TJU for such other reasonable expenses, including out-of-pocket disbursements for travel, stenographers fees, photocopying, etc. as may be necessarily incurred by TJU in connection with the litigation. In the event TDT institutes and controls any litigation involving any patent included in the Patent Rights, TDT shall hold TJU harmless from any and all damages which may be assessed 3gainst TJU on account of any provision of the patent or antitrust laws, or otherwise, unless such damages arise out of acts or omissions attributable solely to TJU. 7.6 If TDT docs not bring suit against any the alleged infringer infringer, according to the provisions of Section 7.4, within one hundred twenty (120) days after agreement concerning infringement is reached or the arbitrator so decides, TJU shall have the right, but would be required not the obligation, to take such action in as it deems appropriate to xxxxx the name of Biogeninfringement, including bringing suit for such infringement, joining TDT as a party plaintiff, if legally permissiblenecessary, and if Biogen consents theretoto maintain such action. In determining whether Provided that TJU has instituted the action against the alleged infringer to bring an action xxxxx the infringement, TJU shall be permitted to enforce any such PATENT, Tanox shall act in a commercially reasonable manner, giving due consideration to settle the threat represented lawsuit by licensing the infringement and the potential risk to the PATENT involvedalleged infringer. In the event Tanox declines within six (6) months of notification of such infringement to either (i) cause infringement to cease such as, for example, by settlement, or (ii) initiate legal proceedings against the infringer. Biogen may, but is not obligated to (upon notice to Tanox) initiate legal proceedings against TJU licenses the infringer, at Biogen's expense and TJU shall share any amounts received from that license equally with TDT, after deductions of TJU’s expenses in its own nameconnection with such action. Biogen, under the circumstances of the previous sentence, is not obligated to initiate proceedings against more than one infringer at a time. 5.3 In the event either Tanox or Biogen litigation is instituted by TJU, TDT shall initiate or carry out legal proceedings have the right to enforce any be represented by counsel of its own selection, at its own expense and shall be provided an opportunity to consult with TJU on all matters of significance relating to the preparation and prosecution of the PATENTS licensed under this Agreement against an alleged infringercase for trial. 7.7 In any event, the party bringing or controlling the litigation shall diligently prosecute the litigation. The parties agree to cooperate and consult with each other in the prosecution of the litigation. 7.8 Any recovery in any litigation brought in accordance with this Article VII, whether by settlement or judgment, shall be applied first, to the unreimbursed costs of such litigation of the party that did not initiating bring the action; and second, to the costs of such litigation (including counsel fees) of the party that did bring the action; and the remainder of such recovery shall be retained by the party bringing the action; provided, that if the action was brought by TDT, then to the extent any recovery by TDT represents lost sales of Product or carrying out lost profits resulting from lost sales of Product by TDT, TDT shall pay to TJU an amount equal to the royalties TJU would have received pursuant to Section 3.1 above had such proceedings lost sales of Product been made by TDT, its Affiliates or its sublicenses, as applicable. To the extent the recovery represents lost profits; the lost profits amount shall fully cooperate withbe converted to lost sales of Product based on TDT’s profit margin for the Products for the respective Agreement Year, and supply all reasonable assistance requested by, the other party. Except as described hereunder, any party that institutes any suit to protect or enforce any royalty amount due shall be calculated based on such PATENTS shall have control of that suit and shall bear the reasonable expenses incurred by the non-initiating party in providing such assistance and cooperation as is requested pursuant to this Articlelost sale amount. 5.4 Any recovery obtained by Tanox as the result of legal proceedings initiated and paid for by Tanox to enforce any of the PATENTS licensed under this Agreement against an

PATENT PROSECUTION AND LITIGATION. 5.1 Biogen 8.1. In consultation with LICENSEE but in TEMPLE’s sole discretion, TEMPLE shall diligently prosecute all patent applications and maintain all patents within PATENT RIGHTS, to the extent permitted by law, in all countries designated in writing by LICENSEE during the term of this Agreement. Except as provided in Paragraph 8.3, LICENSEE shall be solely responsible for prosecution all out-of-pocket costs and maintenance expenses incurred by TEMPLE, both prior to and during the term of this Agreement, in the PATENTS. Tanox shall bear the cost of all matters relating to the maintenance preparation, tiling and prosecution of all patent applications, and in the PATENTS, such maintenance of all patents within PATENT RIGHTS. Such costs to and expenses shall not be creditable against any other payments due Biogento TEMPLE under this Agreement. 8.2. Biogen LICENSEE shall promptly notify Tanox make all payments due to TEMPLE pursuant to Paragraph 8.1 within thirty (30) days of all information received by Biogen relating to the prosecution and maintenance receipt of PATENTS, including, without limitation, any lapse, revocation, surrender, invalidation or abandonment of any of the PATENTSa detailed invoice therefor. Biogen mayTEMPLE, in its sole discretion, decide may elect to refrain fromhave its patent counsel submit such invoices directly to LICENSEE, in which case LICENSEE shall pay TEMPLE’s patent counsel directly. 8.3. LICENSEE may give TEMPLE thirty (30) days’ prior written notice that it will stop paying the costs and expenses with respect to any patent application or cease patent in any country, in which case TEMPLE, at its option, may assume the obligation of supporting such patent application or patent in such country, and LICENSEE’S rights and obligations thereto under this Agreement shall terminate at the end of such notice period in such country. Termination of LICENSEE’S rights and obligations with respect to prosecuteany patent application or patent in any country pursuant to this Paragraph 8.3 shall in no way affect the rights and obligations of LICENSEE to the same patent application or patent in any other country or to any other patent application or patent in any country. 8.4. TEMPLE may file patent applications in countries other than those designated by LICENSEE provided, or maintain however, that TEMPLE shall notify LICENSEE in writing of any such filing within thirty (30) days of the PATENTSfiling date. In If within thirty (30) days of its receipt of such an eventnotification LICENSEE fails to inform TEMPLE in writing that it wishes to support such applications in such countries, Biogen TEMPLE shall notify Tanox promptly bear all the costs associated with such additional patent application filings, and such applications in such countries and any patents granting therefrom shall not be included within PATENT RIGHTS. TEMPLE shall then be free to license such patents and patent applications in such countries to others. 8.5. LICENSEE, at its option, may defend any claim, made by others, of infringement of PATENT RIGHTS resulting from the manufacture, use, sale or other disposition of LICENSED PRODUCT, whether such claim shall be made against TEMPLE or LICENSEE, and in sufficient time defending such claim, LICENSEE shall bear all costs and expenses, including reasonable attorneys’ fees, incurred in connection with any such claim. Any such costs and expenses shall be credited a gainst fifty percent (50%) of royalty payments due to permit Tanox at its sole discretion TEMPLE on account of NET SALES of said LICENSED PRODUCT, pursuant to continue such prosecution or maintenance at Tanox's expenseParagraph 4.1, in each year during the term of this Agreement until fully offset. If Tanox elects Each party to continue such prosecution or maintenance, Biogen shall execute such documents and perform such acts at Biogen's expense as may be reasonably necessary for Tanox to so continue such prosecution or maintenance. 5.2 In the event either party or its AFFILIATES, DISTRIBUTORS (or Tanox's SUBLICENSEES) becomes aware of any actual or probable infringement of a PATENT claim licensed to Tanox under this Agreement, Agreement agrees that it shall notify the other party in writing in the event any claim of infringement is made against that party. LICENSEE shall have full control over the conduct of the details to the extent known defense of such infringement. Tanox, in its sole discretion and at its sole expense, may take action against any alleged infringer but would be required to take such action in the name of Biogen, if legally permissible, and if Biogen consents thereto. In determining whether to bring an action to enforce any such PATENTclaim and TEMPLE shall provide LICENSEE with all reasonable assistance and cooperation, Tanox shall act at no cost to TEMPLE, that LICENSEE may request in a commercially reasonable manner, giving due consideration to the threat represented by the infringement and the potential risk to the PATENT involvedany such defense. 8.6. In the event Tanox declines within six (6) months either party becomes aware of notification any actual or threatened infringement of such PATENT RIGHTS in any country, that party shall promptly notify the other party in writing. LICENSEE shall have the first right to bring an infringement to either (i) cause infringement to cease such as, for example, by settlement, or (ii) initiate legal proceedings suit against the infringerinfringer and to use TEMPLE’s name if legally required in connection therewith. Biogen mayLICENSEE shall not settle or compromise any such suit in a manner that imposes any obligations or restrictions on TEMPLE or grants any rights under PATENT RIGHTS or TECHNICAL INFORMATION, but is without TEMPLE’s written consent, which consent shall not obligated be unreasonably withheld. If LICENSEE does not proceed with a particular infringement suit or attempt to sublicense the infringer within ninety (upon notice 90) days of notification, TEMPLE, after notifying LICENSEE in writing, shall be entitled to Tanox) initiate legal proceedings against proceed with such suit through counsel of its choice. The party conducting any suit pursuant to this Paragraph 8.5 shall have full control over its conduct and shall be responsible for all expenses associated therewith. Each party shall always have the infringerright to be represented by counsel of its choice and at its own expense in any suit instituted by the other party for infringement. In any event, the parties shall provide each other, at Biogen's the expense and in its own name. Biogen, under the circumstances of the previous sentenceparty bringing suit, is not obligated to initiate proceedings against more than one infringer at a time. 5.3 In the event either Tanox or Biogen shall initiate or carry out legal proceedings to enforce any of the PATENTS licensed under this Agreement against an alleged infringer, the party not initiating or carrying out such proceedings shall fully cooperate with, and supply with all reasonable assistance and cooperation requested byin any such suit. At the request and expense of the party bringing suit, the other partyparty shall permit access to all relevant personnel, records, papers, information, samples, specimens, and the like during regular business hours. Except as described hereunderThe parties may also jointly participate in any infringement suit if both parties agree to do so in writing in advance, and set forth the basis for sharing of expenses. 8.7. The amount of any recovery resulting from an infringement suit or settlement thereof pursuant to Paragraph 8.5 shall first satisfy the costs and expenses, including reasonable attorneys’ fees, incurred in connection with such suit by the party bringing suit (“COSTS AND EXPENSES”). If LICENSEE is the party bringing suit, any party that institutes any suit recovery in excess of COSTS AND EXPENSES shall be paid to protect or enforce any such PATENTS shall have control of that suit LICENSEE and shall bear the reasonable expenses incurred by the non-initiating party in providing such assistance and cooperation as is requested be deemed to be NET SALES subject to royalties due to TEMPLE pursuant to this ArticleParagraph 4. 5.4 Any 1. If TEMPLE is the party bringing suit, any recovery obtained by Tanox in excess of COSTS AND EXPENSES shall be paid to TEMPLE. If the parties have agreed to participate jointly in an infringement suit, any recovery in excess of the parties’ COSTS AND EXPENSES shall be allocated to the parties in the same proportion as the result sharing of legal proceedings initiated COSTS AND EXPENSES, and paid for by Tanox LICENSEE’S allocation shall be deemed to enforce any of the PATENTS licensed under this Agreement against anbe NET SALES subject to royalties due to TEMPLE pursuant to Paragraph 4.1.

PATENT PROSECUTION AND LITIGATION. 5.1 Biogen 10.1 All right, title and interest to the VICAL TECHNOLOGY and all patent rights and other intellectual property rights therein shall belong solely to VICAL. VICAL shall have the sole right and responsibility for the filing, prosecution and maintenance of patents and patent applications directed thereto. 10.2 All right, title and interest to the HGS TECHNOLOGY and all patent rights and other intellectual property rights therein shall belong solely to HGS. HGS shall have the sole right and responsibility for the filing, prosecution and maintenance of patents and patent applications directed thereto. 10.3 With respect to any patent covering HGS IMPROVEMENTS or VICAL IMPROVEMENTS that is a joint invention of both HGS and VICAL, HGS and VICAL shall share equally in the cost and expense thereof. Unless the parties otherwise agree, HGS shall be the lead party on HGS IMPROVEMENTS and VICAL shall be the lead party on VICAL IMPROVEMENTS. The lead party shall consult with the other with respect to strategies for filing, prosecution and maintenance of patents and patent applications for which it bears responsibility under this paragraph, and shall keep the other reasonably informed with regard to filing, prosecution and maintenance activity for such patents and patent applications. In the event the lead party does not intend to prepare, file, prosecute and/or maintain patent protection in any country with respect to such joint invention, the lead party shall notify the other party and the other party may assume such responsibility at its own cost and expense. Any patent on such joint invention shall be considered both an HGS PATENT and a VICAL PATENT. 10.4 Both parties will provide the other reasonable assistance to enable the other to prepare, file, prosecute and maintain patents pursuant to this Article 10. 10.5 In the event of the institution of any suit by a THIRD PARTY, (a) against VICAL, its AFFILIATES, or its licensees (other than HGS) for patent infringement involving the manufacture, use, import, export, offer for sale, sale, distribution or marketing of EXCLUSIVE VICAL PRODUCT, VICAL shall promptly notify HGS in writing. As between HGS and VICAL, VICAL shall be solely responsible for prosecution and maintenance of the PATENTS. Tanox shall bear the cost and expense of all matters relating to such action and any liability, which results therefrom; (b) against HGS, its AFFILIATES, or its licensees (other than VICAL) for patent infringement involving the maintenance and prosecution manufacture, use, import, export, offer for sale, sale, distribution or marketing of the PATENTSEXCLUSIVE HGS PRODUCT, such costs to be creditable against any payments due Biogen. Biogen HGS shall promptly notify Tanox VICAL in writing. As between HGS and VICAL, HGS shall be solely responsible for the cost and expense of all information received by Biogen relating such action and any liability, which results therefrom; (c) The party defending an action under this Paragraph 10.5 shall have full control over its conduct, including settlement thereof provided such settlement shall not be made without the prior written consent of the other party if it would adversely affect the patent rights of such party licensed hereunder. 10.6 In the event that HGS or VICAL becomes aware of actual or threatened infringement of a VICAL PATENT or HGS PATENT that claims an EXCLUSIVE VICAL PRODUCT or EXCLUSIVE HGS PRODUCT or the use thereof, that party shall promptly notify the other party in writing. The owner of the VICAL PATENT or HGS PATENT shall have the first right but not the obligation to bring, at its own expense, an infringement action against any THIRD PARTY and to use the other party's name in connection therewith. If the owner of the patent does not commence a particular infringement action within ninety (90) days, the other party, after notifying the owner in writing, shall be entitled to bring such infringement action, in its own name and/or in the name of the patent owner, at its own expense to the prosecution extent that such party is licensed thereunder. The foregoing notwithstanding, in the event that an alleged infringer certifies pursuant to 21 U.S.C. Section 355(b)(2)(A)(iv) against an issued VICAL PATENT or HGS PATENT that claims EXCLUSIVE VICAL PRODUCT or EXCLUSIVE HGS PRODUCT or the use thereof, as between the patent owner and maintenance of PATENTS, including, without limitation, any lapse, revocation, surrender, invalidation or abandonment of any the owner of the PATENTS. Biogen mayproduct, the party receiving notice of such certification shall immediately notify the other party of such certification, and if fourteen (14) days prior to expiration of the forty five (45) day period set forth in 21 U.S.C. Section 355(c)(3)(C), the owner of the patent fails to commence an infringement action, the party receiving notice, in its sole discretion, decide to refrain from, or cease to prosecute, or maintain any of the PATENTS. In such an event, Biogen shall notify Tanox promptly and in sufficient time to permit Tanox at its sole discretion to continue such prosecution or maintenance at Tanox's expense. If Tanox elects to continue such prosecution or maintenance, Biogen shall execute such documents own expense and perform such acts at Biogen's expense as may be reasonably necessary for Tanox to so continue such prosecution or maintenance. 5.2 In the event either party or its AFFILIATES, DISTRIBUTORS (or Tanox's SUBLICENSEES) becomes aware of any actual or probable infringement of a PATENT claim licensed to Tanox under this Agreement, it shall notify the other party in writing of the details to the extent known of that it is licensed under the patent, shall be entitled to bring such infringement. Tanox, infringement action in its sole discretion and at its sole expense, may take action against any alleged infringer but would be required to take such action own name and/or in the name of Biogen, if legally permissible, and if Biogen consents theretothe patent owner. In determining whether to bring The party conducting an action to enforce under this Paragraph 10.6 shall have full control over its conduct, including settlement thereof provided such settlement shall not be made without the prior written consent of the other party if it would adversely affect the patent rights of such party licensed hereunder. The licensing party (i.e., the patent owner) and the licensed party (i.e., the owner of the product) shall reasonably assist one another and cooperate in any such PATENTlitigation at the other's request, Tanox each such party paying its own costs and expenses. The party conducting the litigation shall act periodically reimburse the other party for its reasonable and actual out-of-pocket expenses incurred at the request of the party conducting the litigation for assisting in a commercially reasonable mannerthe litigation, giving due consideration to the threat represented which reimbursement shall be made within thirty (30) days of receipt by the infringement and party conducting the potential risk to litigation of itemized invoices from the PATENT involved. In the event Tanox declines within six (6) months of notification of assisting party documenting such infringement to either (i) cause infringement to cease such as, for example, by settlement, or (ii) initiate legal proceedings against the infringer. Biogen may, but is not obligated to (upon notice to Tanox) initiate legal proceedings against the infringer, at Biogen's expense and in its own name. Biogen, under the circumstances of the previous sentence, is not obligated to initiate proceedings against more than one infringer at a timeexpenses. 5.3 In the event either Tanox or Biogen shall initiate or carry out legal proceedings to enforce any of the PATENTS licensed under this Agreement against an alleged infringer, the party not initiating or carrying out such proceedings shall fully cooperate with, and supply all reasonable assistance requested by, the other party. Except as described hereunder, any party that institutes any suit to protect or enforce any such PATENTS shall have control of that suit and shall bear the reasonable expenses incurred by the non-initiating party in providing such assistance and cooperation as is requested pursuant to this Article. 5.4 10.7 Any recovery obtained made by Tanox a party as the result of legal proceedings initiated an action for patent infringement it has conducted under Paragraph 10.6 shall be distributed as follows: (a) The party conducting the action shall recover its actual out -of-pocket expenses, and paid then shall reimburse the other party for any unreimbursed actual and out-of-pocket expenses. (b) To the extent that the recovery exceeds the total of item (a), the excess shall be kept by Tanox the party conducting the action, provided, however, that to enforce any the extent that (i) the recovery is based on an award of lost sales/profits, and (ii) the party conducting the action would have incurred a royalty obligation to the other party based upon such sales, the party to whom such royalties would have been due shall receive a proportion of the PATENTS licensed under this Agreement against anexcess recovery corresponding to the royalty percentage it would have otherwise been due. 10.8 The parties shall periodically keep one another reasonably informed of the status of their respective activities regarding any such litigation or settlement thereof.

PATENT PROSECUTION AND LITIGATION. 5.1 Biogen 9.1. LICENSEE shall, in consultation with TEMPLE, using patent counsel mutually acceptable to each of TEMPLE and LICENSEE, be responsible for the preparation and prosecution of all patent applications and the maintenance of all patents within PATENT RIGHTS, to the extent permitted by law, in all countries designated in writing by LICENSEE during the term of this Agreement. Except as provided in Paragraph 9.3, LICENSEE shall be solely responsible for all out-of-pocket costs and expenses incurred by TEMPLE, both prior to and during the term of this Agreement, in the preparation, filing and prosecution of all patent applications, and in the maintenance of all patents within PATENT RIGHTS. Such expenses shall include but not be limited to, expenses for the preparation, filing and prosecution of all U.S. and international non-provisional, provisional, and PCT patent applications, and any expenses incurred for the maintenance of any U.S., foreign and PCT patents, and in the prosecution or defense of any and all reissues, re-examinations, interferences, derivation proceedings, inter partes reviews, post grant reviews, oppositions, nullity proceedings and the like within PATENT RIGHTS. The aggregate costs incurred as of May 22, 2019 are $205,167.58 Such costs and expenses shall not be creditable against any other payments due to TEMPLE under this Agreement. Patent counsel will notify TEMPLE and provide TEMPLE copies of any official communications from United States and foreign patent offices relating to prosecution of the PATENT RIGHTS, as well as copies of relevant communications to the various patent offices so that TEMPLE may be informed and apprised of the continuing prosecution of PATENT RIGHTS. TEMPLE will have reasonable opportunities to participate in key decisions affecting filing, prosecution and maintenance of the PATENTS. Tanox shall bear the cost of all matters relating to the maintenance and prosecution of the PATENTS, such costs to be creditable against any payments due Biogen. Biogen shall promptly notify Tanox of all information received by Biogen relating to the prosecution and maintenance of PATENTSPATENT RIGHTS, including, without limitation, any lapse, revocation, surrender, invalidation or abandonment of any opportunity to review and provide comment on amendments and responses in the course of the PATENTSprosecution of PATENT RIGHTS. Biogen mayLICENSEE will consider in good faith TEMPLE’s reasonable suggestions regarding said prosecution. LICENSEE will use reasonable efforts to amend any patent application to include claims reasonably requested by TEMPLE in order to cover a LICENSED PRODUCT. Except as otherwise provided in Paragraphs 9.3 and 9.4, any differences between LICENSEE and TEMPLE with respect to preparation, filing, prosecution, issuance and maintenance matters will be discussed and resolved to their mutual satisfaction; provided that if the parties cannot resolve such differences through good faith discussions within thirty (30) days, TEMPLE’s decision shall control. 9.2. LICENSEE shall make all payments due to TEMPLE pursuant to Paragraph 9.1 within thirty (30) days of receipt of a detailed invoice therefor. TEMPLE, in its sole discretion, decide may elect to refrain fromhave its patent counsel submit such invoices directly to LICENSEE, in which case LICENSEE shall pay TEMPLE’s patent counsel directly. 9.3. LICENSEE may give TEMPLE thirty (30) days’ prior written notice that it will stop paying the costs and expenses with respect to any patent application or cease patent in any country, in which case TEMPLE, at its option, may assume the obligation of supporting such patent application or patent in such country, and LICENSEE’s rights and obligations thereto under this Agreement shall terminate at the end of such notice period in such country. Termination of LICENSEE’s rights and obligations with respect to prosecuteany patent application or patent in any country pursuant to this Paragraph 9.3 shall in no way affect the rights and obligations of LICENSEE to the same patent application or patent in any other country or to any other patent application or patent in any country. 9.4. If TEMPLE files patent applications in countries other than those designated by LICENSEE in accordance with Paragraph 9.1 following the procedures specified in Paragraph 9.1, TEMPLE shall bear all the costs associated with such additional patent application filings, and such applications in such countries and any patents granting therefrom shall not be included within PATENT RIGHTS. TEMPLE shall then be free to license such patents and patent applications in such countries to others. 9.5. LICENSEE, at its option, may defend any claim, made by others, of patent infringement resulting from the manufacture, use, sale or maintain any other disposition of the PATENTS. In LICENSED PRODUCT or LICENSED PROCESS, whether such an eventclaim shall be made against TEMPLE or LICENSEE, Biogen shall notify Tanox promptly and in sufficient time defending such claim, LICENSEE shall bear all costs and expenses, including reasonable attorneys’ fees, incurred in connection with any such claim. Any such costs and expenses shall be credited against fifty percent (50%) of royalty payments due to permit Tanox at its sole discretion TEMPLE on account of NET SALES of said LICENSED PRODUCT and LICENSED PROCESS, pursuant to continue such prosecution or maintenance at Tanox's expenseParagraph 5.1, in each year during the term of this Agreement until fully offset. If Tanox elects Each party to continue such prosecution or maintenance, Biogen shall execute such documents and perform such acts at Biogen's expense as may be reasonably necessary for Tanox to so continue such prosecution or maintenance. 5.2 In the event either party or its AFFILIATES, DISTRIBUTORS (or Tanox's SUBLICENSEES) becomes aware of any actual or probable infringement of a PATENT claim licensed to Tanox under this Agreement, Agreement agrees that it shall notify the other party in writing in the event any claim of infringement is made against that party. LICENSEE shall have full control over the conduct of the details to the extent known defense of such infringement. Tanox, in its sole discretion and at its sole expense, may take action against any alleged infringer but would be required to take such action in the name of Biogen, if legally permissible, and if Biogen consents thereto. In determining whether to bring an action to enforce any such PATENTclaim and TEMPLE shall provide LICENSEE with all reasonable assistance and cooperation, Tanox shall act at no cost to TEMPLE, that LICENSEE may request in a commercially reasonable manner, giving due consideration to the threat represented by the infringement and the potential risk to the PATENT involvedany such defense. 9.6. In the event Tanox declines within six (6) months either party becomes aware of notification any actual or threatened infringement of such PATENT RIGHTS in any country or if a third-party files a declaratory judgment action with respect to any PATENT RIGHTS in any country, that party shall promptly notify the other party in writing. LICENSEE shall have the first right to bring an infringement to either (i) cause infringement to cease such as, for example, by settlement, or (ii) initiate legal proceedings suit against the infringerinfringer or defend any declaratory judgment action initiated by such third party and to use TEMPLE’s name if legally required in connection therewith. Biogen mayLICENSEE shall not settle or compromise any such suit in a manner that imposes any obligations or restrictions on TEMPLE or grants any rights under PATENTS RIGHTS or TECHNICAL INFORMATION, but is without TEMPLE’s written consent. If LICENSEE does not obligated proceed with a particular infringement suit or attempt to sublicense the infringer or does not initiate a defense of a third party declaratory judgement action within ninety (upon notice 90) days of notification, TEMPLE, after notifying LICENSEE in writing, shall be entitled to Tanox) initiate legal proceedings against proceed with such suit or defense action through counsel of its choice. The party conducting any suit pursuant to this Paragraph 9.6 shall have full control over its conduct and shall be responsible for all expenses associated therewith. Each party shall always have the infringerright to be represented by counsel of its choice and at its own expense in any suit instituted by the other party for infringement or defense of a declaratory judgment action. In any event, the parties shall provide each other, at Biogen's the expense and in its own name. Biogen, under the circumstances of the previous sentenceparty bringing suit or defense action, is not obligated to initiate proceedings against more than one infringer at a time. 5.3 In the event either Tanox or Biogen shall initiate or carry out legal proceedings to enforce any of the PATENTS licensed under this Agreement against an alleged infringer, the party not initiating or carrying out such proceedings shall fully cooperate with, and supply with all reasonable assistance and cooperation requested byin any such suit or defense action. At the request and expense of the party bringing suit, the other partyparty shall permit access to all relevant personnel, records, papers, information, samples, specimens, and the like during regular business hours. Except as described hereunderThe parties may also jointly participate in any infringement suit or defense action if both parties agree to do so in writing in advance, and set forth the basis for sharing of expenses. 9.7. The amount of any recovery resulting from an infringement suit or settlement thereof pursuant to Paragraph 9.6 shall first satisfy the costs and expenses, including reasonable attorneys’ fees, incurred in connection with such suit by the party bringing suit (“COSTS AND EXPENSES”). If LICENSEE is the party bringing suit, any party that institutes recovery in excess of COSTS AND EXPENSES shall be shared with TEMPLE as follows: (a) any suit payment for past sales and any royalties payable in respect of future sales will be deemed NET SALES, and LICENSEE will pay TEMPLE royalties at the rates specified in Paragraph 5.1; (b) any SUBLICENSING CONSIDERATION payment for future sales will be deemed a payment under a sublicense and will be shared as specified in Paragraph 5.3; (c) any amount awarded in respect of willful infringement shall be shared equally between LICENSEE and TEMPLE; and (d) LICENSEE and TEMPLE will negotiate in good faith appropriate compensation to protect or enforce TEMPLE for any such PATENTS shall have control of that suit and shall bear the reasonable expenses incurred by the non-initiating cash settlement or non-cash cross-license. If TEMPLE is the party bringing suit, any recovery in providing such assistance excess of COSTS AND EXPENSES shall be paid to and cooperation as is requested pursuant to this Articleretained by TEMPLE in its entirety. 5.4 Any recovery obtained by Tanox as the result of legal proceedings initiated and paid for by Tanox to enforce any of the PATENTS licensed under this Agreement against an

PATENT PROSECUTION AND LITIGATION. 5.1 Biogen 8.1 All right, title and interest to the VICAL TECHNOLOGY and all patent rights and other intellectual property rights therein shall be belong solely responsible to VICAL. VICAL shall have the sole right and responsibility for the filing, prosecution and maintenance of patents and patent applications directed thereto. 8.2 In the PATENTS. Tanox shall bear event that VGI or VICAL becomes aware of actual or threatened infringement of a VICAL PATENT that claims a LICENSED PRODUCT or the cost of all matters relating to the maintenance and prosecution of the PATENTSuse thereof, such costs to be creditable against any payments due Biogen. Biogen that party shall promptly notify Tanox the other party in writing. VICAL shall have the first right but not the obligation to bring, at its own expense, an infringement action against any THIRD PARTY and to use VGI's name in connection therewith. If VICAL does not commence a particular infringement action within ninety (90) days, VGI, after notifying VICAL in writing, shall be entitled to bring such infringement action, in its own name and/or in the name of all information received by Biogen relating VICAL, at its own expense to the prosecution extent that such party is licensed thereunder. The foregoing notwithstanding, in the event that an alleged infringer certifies pursuant to 21 U.S.C. Section 355(b)(2)(A)(iv) against an issued VICAL PATENT covering a LICENSED PRODUCT, as between VICAL AND VGI, the party receiving notice of such certification shall immediately notify the other party of such certification, and maintenance of PATENTS, including, without limitation, any lapse, revocation, surrender, invalidation or abandonment of any if fourteen (14) days prior to expiration of the PATENTS. Biogen mayforty five (45) day period set forth in 21 U.S.C. Section 355(c)(3)(C), VICAL fails to commence an infringement action, the party receiving notice, in its sole discretion, decide to refrain from, or cease to prosecute, or maintain any of the PATENTS. In such an event, Biogen shall notify Tanox promptly and in sufficient time to permit Tanox at its sole discretion to continue such prosecution or maintenance at Tanox's expense. If Tanox elects to continue such prosecution or maintenance, Biogen shall execute such documents own expense and perform such acts at Biogen's expense as may be reasonably necessary for Tanox to so continue such prosecution or maintenance. 5.2 In the event either party or its AFFILIATES, DISTRIBUTORS (or Tanox's SUBLICENSEES) becomes aware of any actual or probable infringement of a PATENT claim licensed to Tanox under this Agreement, it shall notify the other party in writing of the details to the extent known of that it is licensed under the patent, shall be entitled to bring such infringement. Tanox, infringement action in its sole discretion and at its sole expense, may take action against any alleged infringer but would be required to take such action own name and/or in the name of Biogen, if legally permissible, and if Biogen consents theretothe patent owner. In determining whether to bring The party conducting an action to enforce under this Section 8.2 shall have full control over its conduct, including settlement thereof provided such settlement shall not be made without the prior written consent of the other party if it would adversely affect the patent rights of such party licensed hereunder. VICAL and VGI shall reasonably assist one another and cooperate in any such PATENTlitigation at the other's request. The party conducting the litigation shall reimburse the other party for its reasonable and actual out-of-pocket expenses incurred at the request of the party conducting the litigation for assisting in the litigation, Tanox which reimbursement shall act in a commercially reasonable manner, giving due consideration to the threat represented be made within thirty (30) days of receipt by the infringement and party conducting the potential risk to litigation of itemized invoices from the PATENT involved. In the event Tanox declines within six (6) months of notification of assisting party documenting such infringement to either (i) cause infringement to cease such as, for example, by settlement, or (ii) initiate legal proceedings against the infringer. Biogen may, but is not obligated to (upon notice to Tanox) initiate legal proceedings against the infringer, at Biogen's expense and in its own name. Biogen, under the circumstances of the previous sentence, is not obligated to initiate proceedings against more than one infringer at a timeexpenses. 5.3 In the event either Tanox or Biogen shall initiate or carry out legal proceedings to enforce any of the PATENTS licensed under this Agreement against an alleged infringer, the party not initiating or carrying out such proceedings shall fully cooperate with, and supply all reasonable assistance requested by, the other party. Except as described hereunder, any party that institutes any suit to protect or enforce any such PATENTS shall have control of that suit and shall bear the reasonable expenses incurred by the non-initiating party in providing such assistance and cooperation as is requested pursuant to this Article. 5.4 8.3 Any recovery obtained made by Tanox a party as the result of legal proceedings initiated an action for patent infringement it has conducted under Section 8.2 shall be distributed as follows: (a) The party conducting the action shall recover its actual out -of-pocket expenses, and paid then shall reimburse the other party for any unreimbursed actual and out-of-pocket expenses. (b) To the extent that the recovery exceeds the total of item (a), the excess shall be kept by Tanox the party conducting the action, provided, however, that to enforce any the extent that the recovery is based on an award of lost sales/profits, VICAL shall receive a proportion of the PATENTS licensed under this Agreement against anexcess recovery corresponding to the royalty percentage it would have otherwise been due on those lost sales/profits and VGI shall receive the proportion of the excess recovery corresponding to the lost sales/profits. 8.4 The parties shall periodically keep one another reasonably informed of the status of their respective activities regarding any such litigation or settlement thereof.

PATENT PROSECUTION AND LITIGATION. 5.1 Biogen 8.1 Each party shall have and retain sole and exclusive title to all inventions, discoveries, designs, works of authorship and other know-how which are made, conceived, reduced to practice or generated by its employees, agents, or other persons acting under its 27 authority. As to all inventions, discoveries, designs, works of authorship and other know-how made, conceived, reduced to practice or generated jointly by employees, agents, or other persons acting under the authority of HGS and SP, the parties shall own an equal undivided interest therein. In the event of jointly owned inventions, HGS shall be responsible for the filing, prosecution and maintenance of patents and patent applications directed thereto under the terms and conditions of Paragraph 8.2, however, each of HGS and SP shall be responsible for an equal share of the cost and expense thereof. HGS shall consult with SP with respect to strategies for filing, prosecution and maintenance of patents and patent applications for which it bears responsibility under this Section 8.1, and shall keep SP reasonably informed with regard to filing, prosecution and maintenance activity for such patents and patent applications, provided, however, that HGS shall have final decision-making authority with respect to filing, prosecution and maintenance of any patents and patent applications for which it is responsible. If a joint owner does not desire to file, prosecute or maintain a patent or patent application to a joint invention, such owner shall assign its ownership interest therein to the other joint owner and shall no longer be responsible for the cost and expense thereof, and shall have no further right to consult, review or comment with respect to the filing, prosecution and maintenance of said patent or patent application. All patents and patent applications to joint inventions which are LICENSED TECHNOLOGY and/or SP TECHNOLOGY shall be LICENSED PATENTS and SP PATENTS, respectively, subject to the terms and conditions of this Agreement; otherwise, any joint owner shall be free to dispose of its interest therein without accounting to any other owner. 28 (a) HGS shall have the right within its sole discretion to prepare, file, prosecute and maintain LICENSED PATENTS owned by HGS. With respect to LICENSED PATENTS as to which SP retains a license hereunder, subject to Paragraph 8.10, HGS shall keep SP reasonably informed with respect to the filing and prosecution thereof (including interference proceedings). In the event that HGS does not intend to prepare, file, prosecute and/or maintain patent protection in any country with respect to LICENSED TECHNOLOGY other than expressed sequence tags (ESTs) as to which SP retains a license hereunder, HGS shall, at SP's option, do so at the cost and expense of SP. In the event that a THIRD PARTY who has entered into an agreement with HGS as contemplated by Paragraph 2.11 (a) also makes such a request in a country, such costs shall be apportioned between SP and such THIRD PARTY. (b) SP shall have the right within its sole discretion to prepare, file, prosecute and maintain SP PATENTS. With respect to SP PATENTS as to which HGS retains a license hereunder, subject to Paragraph 8.11, SP shall keep HGS reasonably informed with respect to the filing and prosecution thereof (including interference proceedings). In the event that SP does not intend to prepare, file, prosecute and/or maintain patent protection in any country with respect to SP TECHNOLOGY as to which HGS retains a license hereunder, SP shall, at HGS' option, do so at the cost and expense of HGS. (c) SP will provide HGS reasonable assistance to enable HGS to prepare, file, prosecute and maintain LICENSED PATENTS pursuant to section 8.2(a). HGS will provide SP reasonable assistance to enable SP to prepare, file, prosecute and maintain SP PATENTS pursuant to section 8.2(b). 29 8.3 Each party, on behalf of itself, its AFFILIATES and its and their respective directors, employees, officers, shareholders, agents, successors and assigns hereby waives any and all actions and causes of action, claims and demands whatsoever, in law or equity of any kind it or they may have against the other party, its AFFILIATES and its or their respective officers, directors, employees, shareholders, agents, successors and assigns, which may arise from performance of patent activities under this Section, except those which result from gross negligence, recklessness, or willful misconduct. (a) In the event of the institution of any suit by a THIRD PARTY against SP or its licensees for patent infringement involving the manufacture, use, import, export, offer for sale, sale, distribution or marketing of SP PRODUCT, SP shall promptly notify HGS in writing. As between HGS and SP, SP shall be solely responsible for prosecution the cost and maintenance expense of such action and any liability which results therefrom. (b) In the event of the PATENTS. Tanox shall bear institution of any suit by a THIRD PARTY against HGS or its licensees, for patent infringement involving the cost manufacture, use, import, export, offer for sale, sale, distribution or marketing of all matters relating to the maintenance and prosecution of the PATENTSany product sold by HGS or its licensees involving or developed using LICENSED TECHNOLOGY and/or SP TECHNOLOGY, such costs to be creditable against any payments due Biogen. Biogen HGS shall promptly notify Tanox SP in writing. As between HGS and SP, HGS shall be solely responsible for the cost and expense of all information received by Biogen relating such action and any liability which results therefrom. 8.5 In the event that HGS or SP becomes aware of actual or threatened infringement of a SP PATENT or LICENSED PATENT anywhere in the TERRITORY, that party shall promptly notify the other party in writing. The owner of the SP PATENT or LICENSED PATENT shall have the first right but not the obligation to bring, at its own expense, an 30 infringement action against any THIRD PARTY and to use the other party's name in connection therewith. If the owner of the patent does not commence a particular infringement action within ninety (90) days, the other party, after notifying the owner in writing, shall be entitled to bring such infringement action, in its own name and/or in the name of the patent owner, at its own expense to the prosecution extent that such party is licensed thereunder. The foregoing notwithstanding, in the event that an alleged infringer certifies pursuant to 21 U.S.C. ss.355(b)(2)(A)(iv) against an issued SP PATENT or LICENSED PATENT covering a product, as between the patent owner and maintenance of PATENTS, including, without limitation, any lapse, revocation, surrender, invalidation or abandonment of any the owner of the PATENTS. Biogen mayproduct, the party receiving notice of such certification shall immediately notify the other party of such certification, and if fourteen (14) days prior to expiration of the forty five (45) day period set forth in 21 U.S.C. ss.355(c)(3)(C), the owner of the SP PATENT or LICENSED PATENT fails to commence an infringement action, the party receiving notice, in its sole discretion, decide to refrain from, or cease to prosecute, or maintain any of the PATENTS. In such an event, Biogen shall notify Tanox promptly and in sufficient time to permit Tanox at its sole discretion to continue such prosecution or maintenance at Tanox's expense. If Tanox elects to continue such prosecution or maintenance, Biogen shall execute such documents own expense and perform such acts at Biogen's expense as may be reasonably necessary for Tanox to so continue such prosecution or maintenance. 5.2 In the event either party or its AFFILIATES, DISTRIBUTORS (or Tanox's SUBLICENSEES) becomes aware of any actual or probable infringement of a PATENT claim licensed to Tanox under this Agreement, it shall notify the other party in writing of the details to the extent known of that it is licensed under the SP PATENT or LICENSED PATENT, shall be entitled to bring such infringement. Tanox, infringement action in its sole discretion and at its sole expense, may take action against any alleged infringer but would be required to take such action own name and/or in the name of Biogen, if legally permissible, and if Biogen consents theretothe patent owner. In determining whether to bring The party conducting an action to enforce under this Paragraph 8.5 shall have full control over its conduct, including settlement thereof provided such settlement shall not be made without the prior written consent of the other licensing party or licensed party if it would adversely affect the patent rights of such party. The licensing party (i.e., the patent owner) and the licensed party (e.g., the owner of the product) shall reasonably assist one another and cooperate in any such PATENTlitigation at the other's request, Tanox each such party paying its own costs and expenses. The party conducting the litigation shall act periodically reimburse the other party for its reasonable and actual out-of-pocket expenses for assisting in a commercially reasonable mannerthe litigation, giving due consideration to the threat represented which reimbursement shall be made within thirty (30) days of receipt by the party 31 8.6 Any recovery made by a party as the result of an action for patent infringement and the potential risk to the PATENT involved. In the event Tanox declines within six (6) months of notification of such infringement to either it has conducted under Paragraph 8.5 shall be distributed as follows: (i) cause infringement The party conducting the action shall recover its actual out -of-pocket expenses. (ii) To the extent that the recovery exceeds the total of item (i), the excess shall be kept by the party conducting the action, provided, however, that to cease the extent that (a) the recovery is based on an award of lost sales/profits, and (b) the party conducting the action would have incurred a royalty obligation to the other party based upon such assales, the party to whom such royalties would have been due shall receive a proportion of the excess recovery corresponding to the royalty percentage it would have otherwise been due. 8.7 The parties shall periodically keep one another reasonably informed of the status of and of, their respective activities regarding, any such litigation or settlement thereof. 8.8 To the extent that the owner of a SP PATENT or a LICENSED PATENT also owns a product (covered by an NDA or HRD) which product is covered by a granted claim of said SP PATENT or LICENSED PATENT, the owner of said SP PATENT or LICENSED PATENT shall have the first right to seek extensions of the terms of the patent and to seek to obtain SPCs. If the owner of a SP PATENT or a LICENSED PATENT does not own a product covered by a granted claim of said SP PATENT or LICENSED PATENT, then the owner of a product (covered by an NDA or HRD) which product is licensed under and is covered by a 32 (a) All rights and licenses granted under or pursuant to this Agreement by one party to another party are, for exampleall purposes of Section 365(n) of Title 11 of the U.S. Code ("Title 11"), licenses of rights to intellectual property as defined in Title 11. The licensing party agrees during the term of this Agreement to maintain and preserve any current copies of all such intellectual property which are in existence and in its possession as of the commencement of a case under Title 11 by settlementor against the licensing party. If a case is commenced by or against the licensing party under Title 11, then, unless and until this Agreement is rejected as provided in Title 11, the licensing party (in any capacity, including debtor-in-possession) and its successors and assigns (including, without limitation, a Title 11 Trustee) shall, as the party who is a licensee may elect in a written request, immediately upon such request (A) (i) perform all of the obligations provided in this Agreement to be performed by the licensing party, or (ii) initiate legal proceedings provide to the party who is a licensee all such intellectual property (including all embodiments thereof) 33 (b) If a Title 11 case is commenced by or against the infringerlicensing party, this Agreement is rejected as provided in Title 11 and the party who is a licensee elects to retain its rights hereunder as provided in Title 11, then the licensing party (in any capacity, including debtor-in-possession) and its successors and assigns (including, without, limitation, a Title 11 Trustee) shall provide to the party who is a licensee all such intellectual property (including all embodiments thereof) held by the licensing party and such successors and assigns immediately upon the party who is a licensee's written request thereof. Biogen mayWhenever, but the licensing party or any of its successors or assigns provides to the party who is not obligated to (upon notice to Tanox) initiate legal proceedings against the infringer, at Biogen's expense and in its own name. Biogen, under the circumstances of the previous sentence, is not obligated to initiate proceedings against more than one infringer at a time. 5.3 In the event either Tanox or Biogen shall initiate or carry out legal proceedings to enforce licensee any of the PATENTS intellectual property licensed hereunder (or any embodiment thereof) pursuant to this Paragraph 8.9, the party who is a licensee shall have the right to perform the obligations of the licensing party hereunder with respect to such intellectual property, but neither such provision nor such performance by the party who is a licensee shall release the licensing party from any such obligation or liability for failing to perform it; provided, however, that in such event the party who is a licensee shall not be entitled to compel specific performance by the licensing party under this Agreement against an alleged infringerexcept to the extent of enforcing the exclusivity of the license granted hereunder. 34 (c) All rights, powers, remedies, obligations and conditions of the party who is a licensee provided herein are in addition to and not initiating in substitution for any and all other rights, powers, remedies, obligations and conditions of the licensing party or carrying out such proceedings the party who is a licensee now or hereafter existing at law or in equity (including, without limitation, Title 11) in the event of the commencement of a Title 11 case by or against the licensing party. The party who is a licensee, in addition to the rights, powers and remedies expressly provided herein, shall fully cooperate withbe subject to all obligations and conditions, and supply shall be entitled to exercise all reasonable assistance requested byother such rights and powers and resort to all other such remedies as may now or hereafter exist at law or in equity (including, without limitation, Title 11) in such event. The parties agree that they intend the other foregoing rights and obligations of the party who is a licensee to apply to the maximum extent permitted by law, including without limitation for purposes of Title 11, (i) the right of access to any intellectual property (including all embodiments thereof) of the licensing party. Except as described , or any third party with whom the licensing party contracts to perform an obligation of the licensing party under this Agreement, and, in the case of the third party, which is necessary for the development, registration and manufacture of a product licensed hereunder, and (ii) the right to contract directly with any third party that institutes any suit described in clause (i) in this sentence to protect or enforce any such complete the contracted work. 8.10 The obligations of HGS to keep SP informed under Paragraphs 8.2(a) shall only apply to LICENSED PATENTS shall have control of that suit and shall bear the reasonable expenses incurred by the non-initiating party in providing such assistance and cooperation as which claim LICENSED TECHNOLOGY which HGS is requested required to disclose to SP pursuant to this Article.Section 5. 35 5.4 Any recovery obtained by Tanox as 8.11 The obligations of SP to keep HGS informed under Paragraph 8.2(b) shall not apply to any SP PATENT directed to SP PRODUCTS until the result earlier of legal proceedings initiated and paid for by Tanox to enforce any publication of the PATENTS licensed SP PATENT and/or SP obtaining exclusive rights to the SP PRODUCT under this Agreement against anSection 2.5.