Common use of PATENT PROTECTION AND INFRINGEMENT Clause in Contracts

PATENT PROTECTION AND INFRINGEMENT. 5.1 licensor, DURING THE TERM OF THIS Agreement, is responsible for the filing and prosecution of all patents and applications where LICENSEE shall reimburse LICENSOR for all payments within thirty (30) days of invoice. LICENSOR shall deep LICENSEE fully apprised on the status of all Patent Rights and shall provide LICENSEE the opportunity to make comments and suggestions on all decisions relating to the prosecution of the Patent Rights (e.g., office actions). LICENSOR shall in good faith consider incorporating such comments and suggestions unless such incorporation would be contrary to the purposes of this Agreement. 5.2 LICENSEE shall promptly notify LICENSOR in writing of any claim of Patent Rights infringement which may be asserted against LICENSEE or LICENSOR, its Affiliates and any sublicensees because of the manufacture, use, promotion and sale of Products. 5.3 LICENSEE shall pay to LICENSOR a license issue fee in the amount of $10,000 and past patent fees within thirty (30) days of the Effective Date. LICENSEE shall also pay to LICENSOR all future patent fees within thirty (30) days after the LICENSEE has received the invoice from LICENSOR pertaining to such future patent fee. 5.4 LICENSEE will defend, indemnify and hold harmless LICENSOR, its trustees, officers, directors, employees and its Affiliates against any and all judgments and damages arising from any and all third party claims of Patent Rights infringement which may be asserted against LICENSOR and Affiliates because of the manufacture, use, promotion and sale of License Products except for the use of Licensed Products and/or Licensed Processes by Licensor pursuant to section 2.2 of this Agreement. LICENSEE will bear all costs and expenses incurred in connection with the defense of any such claims or as a result of any settlement made or judgment rendered on the basis of such claims. LICENSOR shall have no further liability to LICENSEE for any loss or damages LICENSEE may incur as a result of the invalidity of LICENSOR’S Patent Rights. LICENSOR will have the right, but not the obligation to retain counsel and its expense in connection with any such claim. LICENSOR at its option, shall have the right, within thirty days after commencement of such action, to intervene and take over the sole defense of the action at its own expense. 5.5 Upon learning of any infringement of Patent Rights by third parties in any country, LICENSEE and LICENSOR will promptly inform each other, as the case may be, in writing of that fact and will supply the other with any available evidence pertaining to the infringement. LICENSEE at its own expense, shall have the option to take whatever steps are necessary to stop the infringement at its expense and recover damages therefore. If requested by LICENSEE, LICENSOR will join in any legal actions enforcing or defending the Patent Rights against third parties deemed necessary or advisable by LICENSEE to prevent or seek damages, or both, from the infringement of the Patent Rights provided that LICENSEE funds all costs associated with such actions, using counsel mutually acceptable for LICENSEE and LICENSOR, and indemnifies and holds LICENSOR harmless with respect to any claims or damages made against of sustained by LICENSOR in connection with such involvement. In the event that LICENSOR and LICENSEE mutually bring suit, costs and expenses shall be borne by LICENSEE, and any recovery shall be shared by the parties as if such infringing sales were Net Sales. In any event, no settlement, consent, judgment or other voluntary final disposition of the suit may be entered into without the consent of LICENSOR, which shall not be unreasonably withheld. In the event LICENSEE does not take steps to stop the infringement, LICENSOR shall have the right to bring suit at its own expense. In such event, financial recoveries will be entirely retained by LICENSOR. 5.6 LICENSOR shall have no responsibility with respect to LICENSEE’S own trademarks and trade name, and LICENSEE in respect to the use thereof will defend, indemnify and hold harmless LICENSOR against any and all third party claims.

PATENT PROTECTION AND INFRINGEMENT. 5.1 licensorLICENSOR, DURING THE TERM OF THIS during the term of this Agreement, is responsible for the filing and the prosecution of all patents and applications where LICENSEE shall reimburse LICENSOR for all payments within thirty (30) days of invoice. LICENSOR shall deep keep LICENSEE fully apprised on the status of all Patent Rights and shall provide LICENSEE the opportunity to make comments and suggestions on all decisions relating to the prosecution of the Patent Rights (e.g., e.g. office actions). LICENSOR shall in good faith consider incorporating such comments and suggestions unless such incorporation would be by contrary to the purposes of this Agreement. 5.2 LICENSEE shall promptly notify LICENSOR in writing of any claim of Patent Rights infringement which may be asserted against LICENSEE or LICENSOR, its Affiliates and any sublicensees because of the manufacture, use, promotion promotion, and sale of Products. 5.3 LICENSEE shall pay to LICENSOR a license issue fee in the amount of $10,000 and all past patent fees within thirty (30) days of the Effective Date. LICENSEE shall also pay to LICENSOR all future patent fees within thirty (30) days after the LICENSEE has received the invoice from LICENSOR pertaining to such each future patent fee. 5.4 LICENSEE will defend, indemnify and hold harmless LICENSOR, its trustees, officers, directors, employees and its Affiliates against any and all judgments and damages arising from any and all third party claims of Patent Rights infringement which may be asserted against LICENSOR LICENSOR, and Affiliates because of the manufacture, use, promotion and sale of License Licensed Products except for the use fuse of Licensed Materials, Licensed Products and/or Licensed Processes by Licensor pursuant to section 2.2 2.3 of this Agreement. LICENSEE will bear all costs and expenses incurred in connection with the defense of any such claims or as a result of any settlement made or judgment rendered on the basis of such claims. LICENSOR shall have no further liability to LICENSEE for any loss or of damages LICENSEE may incur as a result of the invalidity of LICENSOR’S Patent Rights. LICENSOR will have the right, but not the obligation to retain counsel and its at is expense in connection with any such claim. LICENSOR at its option, shall have the right, within thirty days after commencement of such action, to intervene and take over the sole defense of the action at its own expense. 5.5 Upon learning of any infringement of Patent Rights by third parties in any country, LICENSEE and LICENSOR will promptly inform each other, as the case may be, in writing of that fact and will supply the other with any available evidence pertaining to the infringement. LICENSEE at its own expense, shall have the option to take whatever steps are necessary to stop the infringement at its expense and recover damages therefore. If requested by LICENSEE, LICENSOR will join in any legal actions enforcing or defending the Patent Rights against third parties deemed necessary or advisable by LICENSEE to prevent or seek damages, or both, from the infringement of the Patent Rights provided that LICENSEE funds all costs associated with such actions, using counsel mutually acceptable for to LICENSEE and LICENSOR, and indemnifies and holds LICENSOR harmless with respect to any claims or damages made against of or sustained by LICENSOR in connection with such involvement. In the event that LICENSOR and LICENSEE mutually bring suit, costs and expenses shall be borne by LICENSEE, and any recovery shall be shared by the parties as if such infringing sales were Net Sales. In any event, no settlement, consent, judgment or other voluntary final disposition of the suit may be entered into without the consent of LICENSOR, which shall not be unreasonably withheld. In the event LICENSEE does not take steps to stop the infringement, LICENSOR shall have the right to bring suit at its own expense. In such event, financial recoveries will be entirely retained by LICENSOR. 5.6 LICENSOR shall have no responsibility with respect to LICENSEE’S own trademarks and trade name, and LICENSEE in respect to the use thereof will defend, indemnify and hold harmless LICENSOR against any and all third party claims.

PATENT PROTECTION AND INFRINGEMENT. 5.1 licensorLICENSOR, DURING THE TERM OF THIS during the term of this Agreement, is responsible for the filing and the prosecution of all patents and applications where LICENSEE shall reimburse LICENSOR for all payments within thirty (30) days of invoice. LICENSOR shall deep keep LICENSEE fully apprised on the status of all Patent Rights and shall provide LICENSEE the opportunity to make comments and suggestions on all decisions relating to the prosecution of the Patent Rights (e.g., office actions). LICENSOR shall in good faith consider incorporating such comments and suggestions unless such incorporation would be contrary to the purposes of this Agreement. 5.2 LICENSEE shall promptly notify LICENSOR in writing of any claim of Patent Rights infringement which may be asserted against LICENSEE or LICENSOR, its Affiliates and any sublicensees because of the manufacture, use, promotion and sale of Products. 5.3 LICENSEE shall pay to reimburse LICENSOR a license issue fee in the amount of $10,000 and past patent fees within thirty (30) days of the Effective Date. LICENSEE costs and shall also pay to LICENSOR all future patent fees within thirty (30) days after the LICENSEE has received the invoice from LICENSOR pertaining to such future patent feethe LICENSOR. 5.4 LICENSEE will defend, indemnify and hold harmless LICENSOR, its trustees, officers, directors, employees and its Affiliates against any and all judgments and damages arising from any and all third party claims of Patent Rights infringement which may be asserted against LICENSOR LICENSOR, and Affiliates because of the manufacture, use, promotion and sale of License Licensed Products except for the use of Licensed Materials, Licensed Products and/or Licensed Processes by Licensor pursuant to section 2.2 2.3 of this Agreement. LICENSEE will bear all costs and expenses incurred in connection with the defense of any such claims claims: or as a result of any settlement made or judgment rendered on the basis of such claims. LICENSOR shall have no further liability to LICENSEE for any loss or damages LICENSEE may incur as a result of the invalidity of LICENSOR’S 'S Patent Rights. LICENSOR will have the right, but not the obligation to retain counsel and at its expense in connection with any such claim. LICENSOR at its option, shall have the right, within thirty days after commencement of such action, to intervene and take over the sole defense of the action at its own expense. 5.5 Upon learning of any infringement of Patent Rights by third parties in any country, LICENSEE and LICENSOR will promptly inform each other, as the case may be, in writing of that fact and will supply the other with any available evidence pertaining to the infringement. LICENSEE at at; its own expense, shall have the option to take whatever steps are necessary to stop the infringement at its expense and recover damages therefore. If requested by LICENSEE, LICENSOR will join in any legal actions enforcing or defending the Patent Rights against third parties deemed necessary or advisable by LICENSEE to prevent or seek damages, or both, from the infringement of the Patent Rights provided that LICENSEE funds all costs associated with such actions, using counsel mutually acceptable for to LICENSEE and LICENSOR, and indemnifies and holds LICENSOR harmless with respect to any claims or damages made against of or sustained by LICENSOR in connection with such involvement. In the event that LICENSOR and LICENSEE mutually bring suit, costs and expenses shall be borne by LICENSEE, and any recovery shall be shared by the parties as if such infringing sales were Net Sales. In any event, no settlement, consent, judgment or other voluntary final disposition of the suit may be entered into without the consent of LICENSOR, which shall not be unreasonably withheld. In the event LICENSEE does not take steps to stop the infringement, LICENSOR LICENSOR, shall have the right to bring suit at its own expense. In such event, financial recoveries will be entirely retained by LICENSOR. . 5.6 LICENSOR shall have no responsibility with respect to LICENSEE’S 'S own trademarks and trade nametradename, and LICENSEE in respect to the use thereof will defend, ; indemnify and hold harmless LICENSOR against any and all third party claims.

PATENT PROTECTION AND INFRINGEMENT. 5.1 licensor, DURING THE TERM OF THIS Agreement, is responsible 12.1 LICENSEE shall have the primary responsibility for the prosecution, filing and prosecution maintenance of all patents Licensed Patents, including the conduct of all interference, opposition, nullity and applications where revocation proceedings, using counsel of its choice; provided, however, that STANFORD shall have reasonable opportunity to advise and consult with LICENSEE on such matters and may instruct LICENSEE to take such action as STANFORD reasonably believes necessary to protect the Licensed Patent(s). Should LICENSEE elect to abandon any patent or patent application in any country, it shall give timely notice to STANFORD, who may continue prosecution or maintenance, at its sole expense and LICENSEE shall reimburse LICENSOR for all payments within thirty (30) days of invoicehave not further rights with respect to such patent application or patent in such country. LICENSOR shall deep LICENSEE fully apprised on In the status event that a conflict arises with respect to patent counsel selected by LICENSEE, STANFORD may, with just cause and after consulting with LICENSEE, select new patent counsel reasonably acceptable to LICENSEE. 12.2 Payment of all Patent Rights reasonable fees and shall provide LICENSEE the opportunity to make comments and suggestions on all decisions costs relating to the filing, prosecution and maintenance of all patent applications and patents within the Patent Rights (e.g.Licensed Patent(s), office actions)including interference and/or opposition, nullity and revocation proceedings, shall be the responsibility of LICENSEE. LICENSOR STANFORD shall in good faith consider incorporating direct the patent counsel to send invoices for such comments fees and suggestions unless such incorporation would be contrary costs directly to the purposes of this Agreement. 5.2 LICENSEE shall promptly notify LICENSOR in writing of any claim of Patent Rights infringement which may be asserted against LICENSEE or LICENSORwith a copy to STANFORD, its Affiliates and any sublicensees because of the manufacture, use, promotion and sale of Products. 5.3 LICENSEE shall pay such patent counsel directly amounts due. 12.3 STANFORD shall promptly inform LICENSEE of any suspected infringement of any Licensed Patent by a third party and any declaratory judgment filed with respect to LICENSOR a license issue fee in the amount of $10,000 and past patent fees within thirty (30) days of the Effective Dateany Licensed Patent. LICENSEE shall also pay have the initial right but not the obligation, at its expense, to LICENSOR all future patent fees within thirty (30) days after the LICENSEE has received the invoice from LICENSOR pertaining initiate and control any proceeding relating to such future patent fee. 5.4 LICENSEE will defend, indemnify and hold harmless LICENSOR, its trustees, officers, directors, employees and its Affiliates against any and all judgments and damages arising from any and all infringement by a third party claims of Patent Rights infringement which may be asserted against LICENSOR and Affiliates because of the manufacture, use, promotion and sale of License Products except for the use of Licensed Products and/or Licensed Processes by Licensor pursuant to section 2.2 of this Agreement. LICENSEE will bear all costs and expenses incurred in connection with the defense of any such claims Licensed Patents, any declaratory action alleging invalidity or as a result noninfringement of any settlement made Licensed Patents, or judgment rendered on any interference, opposition, nullity or revocation proceeding relating to any Licensed Patents (“a Protective Action”). In pursuing any such Protective Action, LICENSEE shall provide STANFORD with material information related to the basis of such claims. LICENSOR Protective Action, and shall have no further liability to LICENSEE for any loss or damages LICENSEE may incur as a result of the invalidity of LICENSOR’S Patent Rights. LICENSOR will have the right, but not the obligation obligation, to retain counsel and its expense in connection with any such claimjoin STANFORD as a party to the Protective Action, at LICENSEE’s expense. LICENSOR at its option, STANFORD shall have the right, within thirty days after commencement of such action, right to intervene and take over participate in the sole defense of the action Protective Action with its own counsel at its own expense. 5.5 Upon learning of any infringement of Patent Rights by third parties in any country, LICENSEE and LICENSOR will promptly inform each other, as the case may be, in writing of that fact and will supply the other with any available evidence pertaining to the infringement. LICENSEE at its own expense, shall have the option to take whatever steps are necessary to stop the infringement at its expense and recover damages therefore. If requested by LICENSEE, LICENSOR will join in any legal actions enforcing or defending the Patent Rights against third parties deemed necessary or advisable by LICENSEE to prevent or seek damages, or both, from the infringement of the Patent Rights provided that LICENSEE funds all costs associated with such actions, using counsel mutually acceptable for LICENSEE and LICENSOR, and indemnifies and holds LICENSOR harmless with respect to any claims or damages made against of sustained by LICENSOR in connection with such involvement. In the event that LICENSOR and LICENSEE mutually bring suit, costs and expenses shall be borne by LICENSEE, and any recovery shall be shared by the parties as if such infringing sales were Net Sales. In any event, no brings a Protective Action it may enter into a settlement, consent, consent judgment or other voluntary final disposition of such Protective Action, at its sole option, and any damages recovered by a Protective Action shall be used first to reimburse LICENSEE for the suit may costs (including attorney’s and expert fees) of such Protective Action actually paid by LICENSEE, and the remainder, if any, shall be entered into without retained by LICENSEE, except LICENSEE shall pay STANFORD two percent (2%) of said remainder, provided, if STANFORD joins in any Protective Action at its inception and shares equally in the consent of LICENSORcosts (including attorney’s and expert fees) incurred in its conduct, which shall not be unreasonably withheld. In in the event of any recovery each party shall be reimbursed for its expenses incurred in such Protective Action and STANFORD and LICENSEE does shall equally share any remainder. 12.4 If LICENSEE, or its sublicensee pursuant to Section 13.6, decides not take steps to stop the infringement, LICENSOR shall have the right to bring suit at its own expensea Protective Action after LICENSEE receives notice from STANFORD pursuant to Section 12.3, LICENSEE shall inform STANFORD and STANFORD may institute a Protective Action. In such event, financial recoveries will STANFORD shall control such Protective Action, including any settlement, consent judgment or other voluntary final disposition thereof at its sole option, and shall bear the entire cost of such Protective Action and shall be entirely retained by LICENSORentitled to retain the entire amount of any recovery or settlement. STANFORD may, at its expense, join LICENSEE as a party to such a Protective Action and LICENSEE shall cooperate reasonably with STANFORD in any such Protective Action, at STANFORD’s expense. 5.6 LICENSOR 12.5 Should either party commence a Protective Action under this Section 12 and thereafter elect to abandon the same, it shall have no responsibility with respect to LICENSEE’S own trademarks and trade name, and LICENSEE in respect give timely notice to the use thereof will defendother party who may continue prosecution of such Protective Action; provided, indemnify however, that the sharing of past and hold harmless LICENSOR against future expenses and any recovery in such Protective Action shall be as mutually agreed by the parties. 12.6 In any Protective Action under this Section 12, the other party hereto shall, at the request and expense of the party initiating such Protective Action, cooperate in all third party claimsrespects and, to the extent possible, have its employees testify when requested and make available relevant records, papers, information, samples and the like.

PATENT PROTECTION AND INFRINGEMENT. 5.1 licensorLICENSOR, DURING THE TERM OF THIS during the term of this Agreement, is responsible for the filing and the prosecution of all patents and applications where LICENSEE shall reimburse LICENSOR for all payments payment within thirty (30) days of invoice. LICENSOR shall deep keep LICENSEE fully apprised on the status of all Patent Rights and shall provide LICENSEE the opportunity to make comments and suggestions on all decisions relating to the prosecution of the Patent Rights (e.g., e.g. office actions). LICENSOR shall in good faith consider incorporating such comments and suggestions unless such incorporation would be contrary to the purposes of this Agreement. 5.2 LICENSEE shall promptly notify LICENSOR in writing of any claim of Patent Rights infringement which may be asserted against LICENSEE or LICENSOR, its Affiliates and any sublicensees because of the manufacture, use, promotion and sale of Products. 5.3 LICENSEE shall pay to LICENSOR a license issue fee in the amount of $10,000 50,000 and past patent fees in an amount of $14,158 within thirty (30) days of the Effective Date, which sum, among other things, shall be considered full consideration for the filing, prosecution, issuance, and maintenance of the Patent Rights incurred prior to the Effective Date. LICENSEE shall also pay to LICENSOR all future patent fees within thirty (30) days after the LICENSEE has received the invoice from LICENSOR pertaining to such each future patent fee. 5.4 LICENSEE will defend, indemnify and hold harmless LICENSOR, its trustees, officers, directors, employees and its Affiliates against and any and all judgments and damages arising from any and all third party claims of Patent Rights infringement which may be asserted against LICENSOR LICENSOR, and Affiliates because of the manufacture, use, promotion and sale of License Licensed Products except for the use of Licensed Materials, Licensed Products and/or Licensed Processes by Licensor pursuant to section 2.2 2.3 of this Agreement. LICENSEE will bear all costs and expenses incurred in connection with the defense of any such claims or as a result of any settlement made or judgment rendered on the basis of such claims. LICENSOR shall have no further liability to LICENSEE for any loss or of damages LICENSEE may incur as a result of the invalidity of LICENSOR’S Patent Rights. LICENSOR will have the right, but not the obligation to retain counsel and at its expense in connection with any such claim. LICENSOR at its option, shall have the right, within thirty days after commencement of such actionaction , to intervene and take over the sole defense of the action at its own expense. 5.5 Upon learning of any infringement of Patent Rights by third parties in any country, LICENSEE and LICENSOR will promptly inform each other, as the case may be, in writing of that fact and will supply the other with any available evidence pertaining to the infringement. LICENSEE at its own expense, shall have the option to take whatever steps are necessary to stop the infringement at its expense and recover damages therefore. , If requested by LICENSEE, LICENSOR will join in any legal actions enforcing or defending the Patent Rights against third parties deemed necessary or advisable by LICENSEE to prevent or seek damages, or both, from the infringement of the Patent Rights provided that LICENSEE funds all costs associated with such actions, using counsel mutually acceptable for to LICENSEE and LICENSOR, and indemnifies and holds LICENSOR harmless with respect to any claims or damages made against of or sustained by LICENSOR in connection with such involvement. In the event that LICENSOR and LICENSEE mutually bring suit, costs and expenses shall be borne by LICENSEE, and any recovery shall be shared by the parties as if such infringing sales were Net Sales. In any event, no settlement, consent, consent judgment or other voluntary final disposition of the suit sum may be entered into without the consent of LICENSOR, which shall not be unreasonably withheld. In the event LICENSEE does not take steps to stop the infringement, LICENSOR shall have the right to bring suit at its own expense. In such event, financial recoveries will be entirely retained by LICENSOR. . 5.6 LICENSOR shall have no responsibility with respect to LICENSEE’S own trademarks and trade nametradename, and LICENSEE in respect to the use thereof will defend, indemnify and hold harmless LICENSOR against any and all third party claims.

PATENT PROTECTION AND INFRINGEMENT. 5.1 licensorLICENSEE, DURING THE TERM OF THIS during the term of this Agreement, is responsible for the filing filing, payment and the prosecution of all patents and applications and maintenance fees covered by this Agreement. If LICENSEE elects not to file or prosecute such an application (except where such application is abandoned in favor of prosecuting the invention claimed therein in a related application) or maintain such patent, LICENSEE shall reimburse so notify the LICENSOR for all payments within thirty at least forty-five (3045) days in advance of invoice. the relevant deadline, in which event the LICENSOR shall deep LICENSEE fully apprised on have the status of all Patent Rights right to file or prosecute such applications and to maintain such patent entirely at its own expense and such application or patent shall provide LICENSEE the opportunity to make comments and suggestions on all decisions relating to the prosecution of no longer be deemed included within the Patent Rights (e.g., office actions). LICENSOR shall in good faith consider incorporating such comments and suggestions unless such incorporation would be contrary to the purposes of this AgreementRights. 5.2 LICENSEE Each party shall promptly notify LICENSOR the other party in writing of any third party claim of Patent Rights patent infringement of which it has received notice and which may be asserted against LICENSEE or LICENSOR, its Affiliates and any sublicensees Sublicensees because of the manufacture, use, promotion and sale of ProductsProduct by LICENSEE, its Affiliates or Sublicensees. 5.3 LICENSEE shall pay to LICENSOR a license issue fee in the amount of $10,000 and past patent fees within thirty (30) days of the Effective Date. LICENSEE shall also pay to LICENSOR all future patent fees within thirty (30) days after the LICENSEE has received the invoice from LICENSOR pertaining to such future patent fee. 5.4 LICENSEE will defend, indemnify and hold harmless LICENSOR, its trusteesTrustees, officers, directors, employees and its Affiliates against any and all judgments and damages arising from any and all third party claims of Patent Rights patent infringement which may be asserted against LICENSOR LICENSOR, and its Affiliates because of the manufacture, use, promotion and sale of License Products except for the use of Licensed Products and/or Licensed Processes by Licensor pursuant to section 2.2 of this AgreementLICENSEE or its Affiliates or Sublicensees. Except as provided herein below, LICENSEE will bear all costs and expenses incurred in connection with the defense of any such claims or as a result of any settlement made or judgment rendered on the basis of such claims. LICENSOR shall have no further liability to LICENSEE for any loss or damages LICENSEE may incur as a result of the invalidity of LICENSOR’S Patent Rights. LICENSOR will have the right, but not the obligation to retain counsel and its expense in connection with any such claim. LICENSOR at its option, shall have the right, within thirty days after commencement of such action, to intervene and take over the sole defense of the action at its own expense. 5.5 Upon learning of any infringement of Patent Rights by third parties in any country, LICENSEE and LICENSOR will promptly inform each other, as the case may be, in writing of that fact and will supply the other with any available evidence pertaining to the infringement. LICENSEE at its own expense, shall have the option to take whatever steps are necessary to stop the infringement at its expense and recover damages therefore. If requested by LICENSEE, LICENSOR will join in any legal actions enforcing or defending the Patent Rights against third parties deemed necessary or advisable by LICENSEE to prevent or seek damages, or both, from the infringement of the Patent Rights provided that LICENSEE funds all costs associated with such actions, using counsel mutually acceptable for LICENSEE and LICENSOR, and indemnifies and holds LICENSOR harmless with respect to any claims or damages made against of sustained by LICENSOR in connection with such involvement. In the event that LICENSOR and LICENSEE mutually bring suit, costs and expenses shall be borne by LICENSEE, and any recovery shall be shared by the parties as if such infringing sales were Net Sales. In any event, no settlement, consent, judgment or other voluntary final disposition of the suit may be entered into without the consent of LICENSOR, which shall not be unreasonably withheld. In the event LICENSEE does not take steps to stop the infringement, LICENSOR shall have the right to bring suit at its own expense. In such event, financial recoveries will be entirely retained by LICENSOR. 5.6 LICENSOR shall have no responsibility with respect to LICENSEE’S own trademarks and trade name, and LICENSEE in respect to the use thereof will defend, indemnify and hold harmless LICENSOR against any and all third party claims.

PATENT PROTECTION AND INFRINGEMENT. 5.1 licensorLICENSEE, DURING THE TERM OF THIS during the term of this Agreement, is responsible for the filing filing, payment and the prosecution of all patents and applications where LICENSEE shall reimburse LICENSOR for all payments within thirty (30) days of invoice. LICENSOR shall deep LICENSEE fully apprised on covering the status of all Patent Rights and shall provide LICENSEE the opportunity to make comments and suggestions on all decisions relating to the prosecution of the Patent Rights (e.g., office actions). LICENSOR shall in good faith consider incorporating such comments and suggestions unless such incorporation would be contrary to the purposes of this AgreementTechnology. 5.2 LICENSEE shall promptly notify LICENSOR in writing of any claim of Patent Rights infringement which may be asserted against LICENSEE or LICENSOR, its Affiliates and any sublicensees because of the manufacture, use, promotion and sale of Products. 5.3 LICENSEE shall pay to LICENSOR a license issue fee in the amount of $10,000 and past patent fees within thirty (30) days of the Effective Date. LICENSEE shall also pay to LICENSOR all future patent fees within thirty (30) days after the LICENSEE has received the invoice from LICENSOR pertaining to such future patent fee. 5.4 LICENSEE will defend, indemnify and hold harmless LICENSOR, its trusteesTrustees, officers, directors, employees and its Affiliates against any and all judgments and damages arising from any and all third party claims of Patent Rights infringement which may be asserted against LICENSOR LICENSOR, and Affiliates because of the manufacture, use, promotion and sale of License Products except for the use of Licensed Products and/or Licensed Processes by Licensor pursuant to section 2.2 of this AgreementProducts. LICENSEE will bear all costs and expenses incurred in connection with the defense of any such claims or as a result of any settlement made or judgment rendered on the basis of such claims. LICENSOR shall have no further liability to LICENSEE for any loss or damages LICENSEE may incur as a result of the invalidity of LICENSOR’S 'S Patent Rights. LICENSOR will have the right, but not the obligation to retain counsel and at its expense in connection with any such claim. LICENSOR at its option, shall have the right, within thirty days after commencement of such action, to intervene and take over the sole defense of the action at its own expense. 5.5 5.4 Upon learning of any infringement of Patent Rights by third parties in any country, LICENSEE and LICENSOR will promptly inform each other, as the case may be, in writing of that fact and will supply the other with any available evidence pertaining to the infringement. LICENSEE at its own expense, expense shall have the option to take whatever steps are necessary to stop the infringement at its expense and recover damages therefore. If requested by LICENSEE, LICENSOR will join in any legal actions enforcing or defending the Patent Rights against third parties deemed necessary or advisable by LICENSEE to prevent or seek damages, or both, from the infringement of the Patent Rights provided that LICENSEE funds all costs associated with such actions, using counsel mutually acceptable for LICENSEE and LICENSOR, and indemnifies and holds LICENSOR harmless with respect will be entitled to any claims or retain all damages made against of sustained by LICENSOR in connection with such involvementso recovered. In the event that LICENSOR and LICENSEE mutually agree to bring suit, costs and expenses shall be borne by LICENSEE, shared equally and any recovery in excess of expenses shall be shared by the parties as if such infringing sales were Net Salesequally. In any event, no settlement, consent, judgment or other voluntary final disposition of the suit may be entered into without the consent of LICENSOR, which shall not be unreasonably withheld. In the event LICENSEE does determines not to take steps to stop the infringement, LICENSEE will give notice to LICENSOR of such intent and LICENSOR shall have the right to bring suit take whatever steps are necessary to stop the infringement at its own expense. In such eventexpenses and recover damages therefore, financial recoveries and will be entirely retained by LICENSORentitled to retain all damages so recovered. 5.6 5.5 LICENSOR shall have no responsibility with respect to LICENSEE’S 'S own trademarks and trade nametradename, and LICENSEE in respect to the use thereof will defend, indemnify and hold harmless LICENSOR against any and all third party claims.

PATENT PROTECTION AND INFRINGEMENT. 5.1 licensorLICENSEE, DURING THE TERM OF THIS during the term of this Agreement, is responsible for the filing maintenance of U.S. Patent No. 5,098,443 and prosecution of all patents and applications where LICENSEE shall reimburse LICENSOR for all payments within thirty (30) days of invoice. LICENSOR shall deep LICENSEE fully apprised on the status of all Patent Rights and shall provide LICENSEE the opportunity to make comments and suggestions on all decisions relating to the prosecution of the Patent Rights (e.g., office actions)Applications. LICENSEE shall be responsible for all costs associated with such maintenance and prosecution and shall have the authority to change the attorneys responsible for such maintenance and prosecution subject to the approval of the LICENSOR. Such approval by LICENSOR shall not be unreasonably withheld. In the event a patent or patent(s) issue from the foregoing patent applications, Licensee shall be responsible for the maintenance of such patents and shall be responsible for all costs associated with such maintenance. In the event LICENSOR desires additional patent applications to be filed in good faith consider incorporating the Territory on the invention(s) disclosed in the Patent Applications, it shall inform LICENSEE in writing. LICENSEE must promptly notify LICENSOR of its intention to not file additional patent applications. In such comments and suggestions unless event, LICENSOR shall have the opportunity to file additional patent applications. Any such incorporation would be contrary to additional patent applications filed by LICENSEE shall fall within the purposes definition of this Agreement"Patent Rights". Any such additional patent applications filed by LICENSOR shall not fall within the definition of "Patent Rights". 5.2 LICENSEE shall promptly notify LICENSOR in writing of any claim of Patent Rights infringement which may be that it becomes aware of and that is asserted against LICENSEE or LICENSOR, its Affiliates and or any sublicensees because of the manufacture, use, promotion and sale of ProductsProducts by LICENSEE, its Affiliates or any sublicensees. 5.3 LICENSEE shall pay to LICENSOR a license issue fee in the amount of $10,000 and past patent fees within thirty (30) days of the Effective Date. LICENSEE shall also pay to LICENSOR all future patent fees within thirty (30) days after the LICENSEE has received the invoice from LICENSOR pertaining to such future patent fee. 5.4 LICENSEE will defend, indemnify and hold harmless LICENSOR, its trusteesTrustees, officers, directors, employees and its Affiliates against any and all judgments and damages arising from any and all third party claims of Patent Rights infringement which may be asserted against LICENSOR and or ITS Affiliates because of the manufacture, use, promotion and sale of License Products except for the use of Licensed Products and/or Licensed or Processes by Licensor pursuant to section 2.2 of this AgreementLICENSEE or its Affiliates or sublicensees. LICENSEE will bear all costs and expenses incurred in connection with the defense of any such claims or as a result of any settlement made or judgment rendered on the basis of such claims. LICENSOR shall have no further liability to LICENSEE for any loss or damages LICENSEE may incur as a result of the invalidity of LICENSOR’S Patent Rights. LICENSOR will have the right, but not the obligation obligation, to retain counsel and at its expense in connection with any such claim. LICENSOR at its option, shall have the right, right within thirty (30) days after commencement of such action, to intervene and take over participate in the sole defense of the action at and shall be responsible for its own expensecosts incurred in connection therewith (including attorneys fees). LICENSEE shall not be responsible for any judgments, damages or other costs arising from any and all third party claims of Patent Rights infringement which may be asserted against LICENSOR and its AFFILIATES because of the manufacture, use, promotion, and sale of Products or Processes by LICENSOR, its Affiliates or any parties not licensed by LICENSEE. Neither party shall have any liability to the other for any loss or damages incurred as a result of the invalidity of LICENSOR'S Patent Rights. 5.5 5.4 Upon learning of any infringement of Patent Rights by third parties in any country, LICENSEE and LICENSOR will promptly inform each other, as the case may be, in writing of that fact and will supply the other with any available evidence pertaining to the infringement. LICENSEE at its own expense, expense shall have the option to take whatever steps are necessary to stop the infringement at its expense and recover damages thereforetherefor, and will be entitled to retain all damages so recovered. If requested by LICENSEEIn the event LICENSEE declines to bring suit, it shall so inform LICENSOR in writing. Thereafter, LICENSOR will join in shall have the right to take any legal actions enforcing or defending steps necessary (including commencement of suit) to stop the Patent Rights against third parties deemed necessary or advisable by LICENSEE to prevent or seek damages, or both, from the infringement of the Patent Rights provided that LICENSEE funds infringement. LICENSOR shall bear all costs associated with such actions, using counsel mutually acceptable for LICENSEE therewith and LICENSORshall have the right to recover damages therefore, and indemnifies and holds LICENSOR harmless with respect will be entitled to any claims or retain all damages made against of sustained by LICENSOR in connection with such involvementso recovered. In the event that LICENSOR and LICENSEE mutually agree to bring suit, costs and expenses shall be borne by LICENSEE, shared equally and any recovery in excess of expenses shall be shared by the parties as if such infringing sales were Net Salesequally. In any event, no settlement, consent, judgment or other voluntary final disposition of the suit may be entered into without the consent of LICENSOR, which shall not be unreasonably withheld. In the event LICENSEE does not take steps to stop the infringement, LICENSOR shall have the right to bring suit at its own expense. In such event, financial recoveries will be entirely retained by LICENSOR. 5.6 5.5 LICENSOR shall have no responsibility with respect to LICENSEE’S 'S own trademarks and trade name, and LICENSEE in respect to the use thereof will defend, defend indemnify and hold harmless LICENSOR against any and all third party claimsclaims related to such trademarks and trade names. 5.6 LICENSOR shall provide all reasonable assistance necessary for LICENSEE to prosecute and maintain the patent(s) and patent applications licensed hereunder.

PATENT PROTECTION AND INFRINGEMENT. 5.1 licensorLICENSOR, DURING THE TERM OF THIS Agreementduring the License Term, is responsible for the filing and prosecution maintenance of all patents and applications where Patent Rights. LICENSEE shall reimburse LICENSOR for all payments made by LICENSOR in respect of the Patent Rights within thirty (30) days of invoice. LICENSOR shall deep LICENSEE fully apprised on the status of all Patent Rights and shall provide LICENSEE the opportunity to make comments and suggestions on all decisions relating to the prosecution LICENSEE's receipt of the Patent Rights (e.g., office actions). LICENSOR shall in good faith consider incorporating such comments and suggestions unless such incorporation would be contrary to the purposes of this Agreementapplicable invoice. 5.2 LICENSEE shall promptly notify LICENSOR in writing of any claim of Patent Rights infringement which may be which, to LICENSEE's knowledge, is asserted against LICENSEE or LICENSOR, its Affiliates and any sublicensees because of the manufacture, use, promotion and sale of Products. 5.3 LICENSEE shall pay to LICENSOR a license issue fee in the amount of $10,000 and past patent fees within thirty (30) days of the Effective Date. LICENSEE shall also pay to LICENSOR all future patent fees within thirty (30) days after the LICENSEE has received the invoice from LICENSOR pertaining to such future patent fee. 5.4 LICENSEE will defend, indemnify and hold harmless LICENSOR, its trustees, officers, directors, employees and its Affiliates against any and all judgments and damages arising from any and all third party claims of Patent Rights infringement which may be asserted against LICENSOR and Affiliates because of the manufacture, use, promotion and sale of License Products except for the use of Licensed Products and/or Licensed Processes by Licensor pursuant to section 2.2 of this Agreement. LICENSEE will bear all costs and expenses incurred in connection with the defense of any such claims or as a result of any settlement made or judgment rendered on the basis of such claims. LICENSOR shall have no further liability to LICENSEE for any loss or damages LICENSEE may incur as a result of the invalidity of LICENSOR’S Patent Rights. LICENSOR will have the right, but not the obligation to retain counsel and its expense in connection with any such claim. LICENSOR at its option, shall have the right, within thirty days after commencement of such action, to intervene and take over the sole defense of the action at its own expense. 5.5 Upon learning of any infringement of Patent Rights by third parties in any country, LICENSEE and LICENSOR will promptly inform each other, as the case may be, in writing of that fact and will supply the other with any available evidence pertaining to the infringement. LICENSEE LICENSEE, at its own expense, shall have the option to take whatever steps are necessary to stop the infringement at its expense and recover damages therefore. If requested by LICENSEE, LICENSOR will join in any legal actions enforcing or defending the Patent Rights against third parties deemed necessary or advisable by LICENSEE to prevent or seek damages, or both, from the infringement of the Patent Rights provided that LICENSEE funds all costs associated with such actions, using counsel mutually acceptable for LICENSEE and LICENSOR, and indemnifies and holds LICENSOR harmless with respect will be entitled to any claims or retain all damages made against of sustained by LICENSOR in connection with such involvementso recovered. In the event that LICENSOR and LICENSEE mutually agree to bring suit, costs and expenses shall be borne by LICENSEE, shared equally and any recovery in excess of expenses shall be shared by equally. Each of the parties as if shall assist and cooperate with the other party in connection with any such infringing sales were Net Salessuit or other action relating to infringement. In any event, no settlement, consent, judgment or other voluntary final disposition of the suit may be entered into without the consent of LICENSOR, which shall not be unreasonably withheld. In the event LICENSEE does not take steps to stop the infringementinfringement within ninety days after notice from LICENSOR specifically requesting such action and referring to this Section 5.3, LICENSOR shall have the right to bring suit at its own expenseterminate the License Agreement. In connection with any such eventtermination, financial recoveries all Patent Rights and Know-How will be entirely retained by revert to LICENSOR. 5.6 LICENSOR shall have no responsibility with respect to LICENSEE’S own trademarks and trade name, and LICENSEE in respect to the use thereof will defend, indemnify and hold harmless LICENSOR against any and all third party claims.

PATENT PROTECTION AND INFRINGEMENT. 5.1 licensor, DURING THE TERM OF THIS Agreement, 5.1. LICENSEE during the term of this Agreement is responsible for the filing and prosecution of all patents and applications where LICENSEE shall reimburse LICENSOR for all payments included within thirty (30) days of invoice. LICENSOR shall deep LICENSEE fully apprised on the status of all Patent Rights and shall provide LICENSEE for the opportunity to make comments and suggestions on payment of all decisions relating to the prosecution of the Patent Rights (e.g., office actions). LICENSOR shall maintenance fees in good faith consider incorporating connection with such comments and suggestions unless such incorporation would be contrary to the purposes of this Agreementpatents. 5.2 5.2. LICENSEE shall promptly notify LICENSOR in writing of any third party claim of Patent Rights infringement which may be asserted against LICENSEE or LICENSOR, its Affiliates and any sublicensees Sublicensees because of the manufacture, use, promotion and sale of Products. 5.3 LICENSEE shall pay to LICENSOR a license issue fee in the amount of $10,000 and past patent fees within thirty (30) days of the Effective Date5.3. LICENSEE shall also pay to LICENSOR all future patent fees within thirty (30) days after the LICENSEE has received the invoice from LICENSOR pertaining to such future patent fee. 5.4 LICENSEE will defend, indemnify and hold harmless LICENSOR, its trustees, officers, directors, employees and its Affiliates against any and all judgments and damages arising from any and all third party claims of Patent Rights infringement which may be asserted against LICENSOR LICENSOR, and Affiliates because of the manufacture, use, use promotion and sale of License Products except for the use of Licensed Products and/or Licensed Processes by Licensor pursuant to section 2.2 of this AgreementProducts. LICENSEE will bear all costs and expenses incurred in connection with the defense of any such claims by LICENSEE or as a result of any settlement made or judgment rendered on the basis of such claims. LICENSOR shall have no further liability to LICENSEE for any loss or damages LICENSEE may incur as a result of the invalidity of LICENSOR’S the Patent Rights. , LICENSOR will have the right, but not the obligation obligation, to retain counsel and its at LICENSOR’s expense in connection with any such claim. Notwithstanding the foregoing provisions of this Section 5.3, in the event that any claim is made against LICENSEE or LICENSOR at its optionduring the term of this Agreement alleging that the production, use or sale of Products infringes any patent of a third party, LICENSEE, instead of defending against such claim in accordance with the foregoing provisions of this Section 5.3, shall have the rightright to negotiate directly with such third party to obtain a license agreement under such third party’s patent rights on such terms as LICENSEE in its reasonable discretion shall deem appropriate. In such case, within thirty days after commencement LICENSEE shall have the right to reduce royalty payments otherwise due to LICENSOR pursuant to Section 10 hereof with respect to Products by the amount by which LICENSEE is obligated to pay such third party for such license; provided, however, that such reduction does not reduce the amount of such action, royalties due to intervene and take over the sole defense LICENSOR pursuant to Section 10 hereof to an amount less than one half of the action at its own expenseamount which otherwise would be due to LICENSOR pursuant to the provisions of Section 10 hereof. 5.5 5.4. Upon learning of any infringement of Patent Rights by third parties in any country, country LICENSEE and LICENSOR will promptly inform each other, as the case may be, in writing of that fact and will supply the other with any available evidence pertaining to the infringement. LICENSEE at its own expense, expense shall have the option right, but not the obligation, to take whatever steps are necessary to stop the infringement at its expense and recover damages therefore. If requested by LICENSEE, LICENSOR will join in any legal actions enforcing or defending the Patent Rights against third parties deemed necessary or advisable by LICENSEE to prevent or seek damages, or both, from the infringement of the Patent Rights provided that LICENSEE funds all costs associated with such actions, using counsel mutually acceptable for LICENSEE and LICENSOR, and indemnifies and holds LICENSOR harmless with respect to any claims or damages made against of sustained by LICENSOR in connection with such involvement. In the event that LICENSOR and LICENSEE mutually bring suit, costs and expenses shall be borne by LICENSEE, and any recovery shall be shared by the parties as if such infringing sales were Net Sales. In any event, no settlement, consent, judgment or other voluntary final disposition of the suit may be entered into without the consent of LICENSOR, which shall not be unreasonably withheld. In the event LICENSEE does not take steps to stop the infringement, LICENSOR shall have the right to bring suit at its own expense. In such event, financial recoveries will be entirely retained by LICENSORentitled to retain all damages so recovered. 5.6 5.5. LICENSOR shall have no responsibility with respect to LICENSEE’S ’s own trademarks and trade nametradename, and LICENSEE in respect to the use thereof will defend, indemnify and hold harmless LICENSOR against any and all third party claims.

PATENT PROTECTION AND INFRINGEMENT. 5.1 licensorCOMPANY, DURING THE TERM OF THIS during the term of this Agreement, is responsible for the filing and the prosecution and paying of all patents and applications where LICENSEE applications. COMPANY shall reimburse LICENSOR for all payments within thirty (30) days of invoice. LICENSOR shall deep LICENSEE keep MIAMI fully apprised on the status of all Patent Rights and shall provide LICENSEE MIAMI the opportunity to make comments and suggestions on all decisions relating to the prosecution of the Patent Rights (e.g., office actions). LICENSOR COMPANY shall in good faith consider incorporating such comments and suggestions unless such incorporation would be contrary to the purposes of this Agreement. Where there is disagreement, MIAMI’s comments and opinion shall prevail. 5.2 LICENSEE COMPANY shall promptly notify LICENSOR MIAMI in writing of any claim of Patent Rights infringement which may be asserted against LICENSEE COMPANY or LICENSORMIAMI, its Affiliates and any sublicensees because of the manufacture, use, promotion and sale of Products. 5.3 LICENSEE COMPANY shall pay to LICENSOR a license issue fee in the amount of $10,000 and reimburse MIAMI for all past patent fees ([*****] as of October 23, 2013) within thirty (30) days of the Effective Date. LICENSEE shall also pay , relating to LICENSOR all future patent fees within thirty (30) days after the LICENSEE has received preparation, filing, prosecution, issuance, and maintenance of the invoice from LICENSOR pertaining Licensed Patents incurred prior to such future patent feethe Effective Date. 5.4 LICENSEE COMPANY will defend, indemnify and hold harmless LICENSORMIAMI, its trusteesTrustees, officers, directors, employees and its Affiliates against any and all judgments and damages arising from any and all third party claims of Patent Rights infringement which may be asserted against LICENSOR MIAMI, and Affiliates because of the manufacture, use, promotion and sale of License Products except for the use of Licensed Products and/or Licensed Processes by Licensor pursuant to section 2.2 of this AgreementProducts. LICENSEE COMPANY will bear all costs and expenses incurred in connection with the defense of any such claims or as a result of any settlement made or judgment rendered on the basis of such claims. LICENSOR MIAMI shall have no further liability to LICENSEE COMPANY for any loss or damages LICENSEE COMPANY may incur as a result of the invalidity of LICENSOR’S MIAMI'S Patent Rights. LICENSOR MIAMI will have the right, but not the obligation to retain counsel and at its expense in connection with any such claim. LICENSOR MIAMI at its option, shall have the right, within thirty days after commencement of such action, to intervene and take over the sole defense of the action at its own expense. 5.5 Upon learning of any infringement of Patent Rights by third parties in any country, LICENSEE COMPANY and LICENSOR MIAMI will promptly inform each other, as the case may be, in writing of that fact and will supply the other with any available evidence pertaining to the infringement. LICENSEE COMPANY at its own expense, shall have the option to take whatever steps are necessary to stop the infringement at its expense and recover damages therefore. If requested by LICENSEECOMPANY, LICENSOR MIAMI will join in any legal actions enforcing or defending the Patent Rights against third parties deemed necessary or advisable by LICENSEE COMPANY to prevent or seek damages, or both, from the infringement of the Patent Rights provided that LICENSEE COMPANY funds all costs associated with such actions, using counsel mutually acceptable for LICENSEE to COMPANY and LICENSORMIAMI, and indemnifies and holds LICENSOR MIAMI harmless with respect to any claims or damages made against of or sustained by LICENSOR MIAMI in connection with such involvement. In the event that LICENSOR MIAMI and LICENSEE COMPANY mutually bring suit, costs and expenses shall be borne by LICENSEECOMPANY, and any recovery shall be shared by the parties as if such infringing sales were Net Sales. In any event, no settlement, consent, judgment or other voluntary final disposition of the suit may be entered into without the consent of LICENSORMIAMI, which shall not be unreasonably withheld. In the event LICENSEE COMPANY does not take steps to stop the infringement, LICENSOR MIAMI shall have the right to bring suit at its own expense. In such event, financial recoveries will be entirely retained by LICENSORMIAMI. 5.6 LICENSOR MIAMI shall have no responsibility with respect to LICENSEE’S COMPANY's own trademarks and trade nametradename, and LICENSEE COMPANY in respect to the use thereof will defend, indemnify and hold harmless LICENSOR MIAMI against any and all third party claims.

PATENT PROTECTION AND INFRINGEMENT. 5.1 licensor, DURING THE TERM OF THIS Agreement, is responsible for the filing and prosecution of all patents and applications where 7.1 LICENSEE shall reimburse LICENSOR JMHMD one-hundred percent (100%) of third party expenses reasonably incurred by and paid for all payments within thirty (30) days of invoice. LICENSOR shall deep LICENSEE fully apprised on the status of all Patent Rights by JMHMD in seeking and shall provide LICENSEE the opportunity to make comments and suggestions on all decisions relating to the prosecution of securing the Patent Rights (e.g., office actions). LICENSOR shall in good faith consider incorporating such comments and suggestions unless such incorporation would be contrary with JMHMD prior to the purposes of this Agreement. 5.2 LICENSEE shall promptly notify LICENSOR in writing of any claim of Patent Rights infringement which may be asserted against LICENSEE or LICENSOREffective Date not to exceed $100,000.00 USD, its Affiliates and any sublicensees because of the manufacture, use, promotion and sale of Products. 5.3 LICENSEE shall pay to LICENSOR a license issue fee in the amount of $10,000 and past patent fees within thirty (30) days of the Effective Date of this Agreement upon receipt of all documentation, less any amounts paid by LICENSEE prior to the Effective Date, that amount identified in Appendix B. If Patent Rights in another Field are licensed to any third party, then that third party shall share pro rata in such expenses. 7.2 LICENSEE, during the term of this Agreement, is responsible for the prosecution, maintenance and enforcement of Patent Rights with JMHMD in JMHMD’s name for JMHMD’s benefit, provided that LICENSEE: (a) keeps JMHMD informed in writing of all material actions taken in this regard, (b) does not add inventors who do not have an obligation to assign their ownership interest to the JMHMD to any patent or patent application among the Patent Rights without the permission of JMHMD, (c) does not abandon any pending patent applications or issued patents without providing JMHMD the opportunity to assume control of Patent Rights as provided below, and (d) shall notify JMHMD no less than forty-five (45) days prior to any deadline for action set forth by the US Patent and Trademark Office or its foreign counterparts (a “Patent Office”). In the event LICENSEE desires to abandon any Patent Rights filed in a particular country, LICENSEE shall also pay to LICENSOR all future patent fees within thirty provide JMHMD with no less than sixty (3060) days after written notice prior to the Patent Office deadline for action in which LICENSEE has received shall document: (x) the invoice from LICENSOR pertaining patent/patent application number; (y) the patent/patent application title; (z) the country in which such patent/patent applications is issued/pending. Upon JMHMD’s receipt of such written notice, any and all rights granted to LICENSEE by JMHMD to said patent/patent application in said country shall promptly terminate. For clarity, upon such future termination of such patent/patent feeapplication, JMHMD shall be free to license, sell, assign, dispose of, and/or take any other action with respect to the rights to said patent/patent application at its sole and absolute discretion and with no obligation to LICENSEE. If Patent Rights in another Field are licensed to any third party, JMHMD shall notify LICENSE promptly and this Section 6.2 shall be renegotiated. 5.4 7.3 LICENSEE will defend, indemnify and hold harmless LICENSORJMHMD, its trusteesTrustees, officers, directors, employees and its Affiliates against any and all judgments and damages arising from any and all third party claims of Patent Rights infringement which may be asserted against LICENSOR JMHMD, and Affiliates because of the manufacture, use, promotion and sale of License Products except for the use of Licensed Products and/or Licensed Processes by Licensor pursuant to section 2.2 of this AgreementProducts. LICENSEE will bear all costs and expenses incurred in connection with the defense of any such claims or as a result of any settlement made or judgment rendered on the basis of such claims. LICENSOR JMHMD shall have no further liability to LICENSEE for any loss or damages LICENSEE may incur as a result of the invalidity of LICENSOR’S JMHMD’s Patent Rights. LICENSOR JMHMD will have the right, but not the obligation to retain counsel and at its expense in connection with any such claim. LICENSOR JMHMD at its option, shall have the right, within thirty (30) days after commencement of such action, to intervene and take over the sole defense of the action at its own expense. 5.5 7.4 Upon learning of any infringement of Patent Rights by third parties in any country, LICENSEE and LICENSOR JMHMD will promptly inform each other, as the case may be, in writing of that fact and will supply the other with any available evidence pertaining to the infringement. LICENSEE at its own expense, shall have the option to take whatever steps are necessary to stop the infringement at its expense and recover damages therefore, and will be entitled to retain all damages so recovered. If requested by LICENSEE brings suit against an alleged infringer and JMHMD is a necessary party to such suit, JMHMD agrees to be named in such suit at LICENSEE, LICENSOR will join in any legal actions enforcing or defending the Patent Rights against third parties deemed necessary or advisable by LICENSEE to prevent or seek damages, or both, from the infringement of the Patent Rights provided that LICENSEE funds all costs associated with such actions, using counsel mutually acceptable for LICENSEE and LICENSOR, and indemnifies and holds LICENSOR harmless with respect to any claims or damages made against of sustained by LICENSOR in connection with such involvement’S expense. In the event that LICENSOR JMHMD and LICENSEE mutually agree to bring suit, costs and expenses shall be borne by LICENSEE, shared equally and any recovery in excess of expenses shall be shared by the parties as if such infringing sales were Net Salesequally. In any event, no settlement, consent, judgment or other voluntary final disposition of the suit that would materially and adversely affect the interests of the JMHMD may be entered into without the consent of LICENSORJMHMD, which shall not be unreasonably withheld. In the event LICENSEE does not take steps to stop the infringementinfringement within 180 days after notice of same by either party, LICENSOR JMHMD shall have the right to bring suit take whatever steps are necessary to stop the infringement at its own expense. In such eventexpense and recover damages therefore, financial recoveries and will be entirely retained by LICENSORentitled to retain all damages so recovered. 5.6 LICENSOR 7.5 JMHMD shall have no responsibility with respect to LICENSEE’S own trademarks and trade name, and LICENSEE in respect to the use thereof will defend, indemnify and hold harmless LICENSOR JMHMD against any and all third party claims.

PATENT PROTECTION AND INFRINGEMENT. 5.1 licensorLicensee, DURING THE TERM OF THIS during the term of this Agreement, is responsible for the filing and the prosecution of all patents and applications where LICENSEE shall reimburse LICENSOR for all payments within thirty (30) days of invoice. LICENSOR shall deep LICENSEE fully apprised on the status of all Patent Rights in any jurisdiction throughout the world, at Licensee’s expense. If Licensee determines that it is uneconomic to file and/or prosecute any such Patent Rights in a particular country, Licensee shall notify Licensors thereof and Licensors shall provide LICENSEE have the opportunity right to make comments and suggestions on all decisions relating prosecute the same subject to the prosecution of the Patent Rights (e.g., office actions). LICENSOR shall in good faith consider incorporating such comments and suggestions unless such incorporation would be contrary to the purposes terms of this Agreement. 5.2 LICENSEE Each party shall promptly notify LICENSOR in writing the other of any claim instances of Patent Rights infringement which may be asserted against LICENSEE or LICENSOR, its Affiliates and any sublicensees because of the manufacture, use, promotion and sale of Products. 5.3 LICENSEE shall pay to LICENSOR a license issue fee in the amount of $10,000 and past patent fees within thirty (30) days of the Effective Date. LICENSEE shall also pay to LICENSOR all future patent fees within thirty (30) days after the LICENSEE has received the invoice from LICENSOR pertaining to such future patent fee. 5.4 LICENSEE will defend, indemnify and hold harmless LICENSOR, its trustees, officers, directors, employees and its Affiliates against any and all judgments and damages arising from any and all third party claims of Patent Rights infringement which may be asserted against LICENSOR and Affiliates because of the manufacture, use, promotion and sale of License Products except for the use of Licensed Products and/or Licensed Processes by Licensor pursuant to section 2.2 of this Agreement. LICENSEE will bear all costs and expenses incurred in connection with the defense of any such claims or as a result of any settlement made or judgment rendered on the basis of such claims. LICENSOR shall have no further liability to LICENSEE for any loss or damages LICENSEE may incur as a result of the invalidity of LICENSOR’S Patent Intellectual Property Rights. LICENSOR will Licensee shall have the right, but not the obligation obligation, to retain counsel and its expense in connection with any such claim. LICENSOR bring suit at its optionown expense to restrain any infringement or to recover damages. In such case, Licensee agrees that before making a final determination not to challenge any instances of infringement, it will bring the matter before its independent members of its Board of Directors (the “Board”) for consideration. Upon such a final determination not to challenge any instances of infringement, Licensors shall have the right, within thirty days after commencement of right but not the obligation to take such action, to intervene action in their own name and take over the sole defense of the action at its their own expense. 5.5 Upon learning of any infringement of Patent Rights by third parties 5.3 Each party shall cooperate as is reasonably necessary in any country, LICENSEE and LICENSOR will promptly inform each other, as the case may be, in writing of that fact and will supply such action brought by the other with any available evidence pertaining to party. The party bringing the infringement. LICENSEE at its own expense, action shall have the option sole right to take whatever steps are necessary to stop the infringement at its expense and recover damages thereforecontrol prosecution. If requested by LICENSEE, LICENSOR will join in any legal actions enforcing or defending the Patent Rights against third parties deemed necessary or advisable by LICENSEE to prevent or seek damages, or both, from the infringement of the Patent Rights provided that LICENSEE funds all costs associated with such actions, using counsel mutually acceptable for LICENSEE and LICENSOR, and indemnifies and holds LICENSOR harmless with respect to any claims or damages made against of sustained by LICENSOR in connection with such involvement. In the event that LICENSOR and LICENSEE mutually bring suit, costs and expenses Damages shall be borne by LICENSEE, and any recovery shall be shared retained by the parties as if such infringing sales were Net Salesparty bringing the action. In any event, no settlement, consent, judgment or other voluntary final disposition of the suit may be entered into without the consent of LICENSORLicensor, which shall not be unreasonably withheld. 5.4 Licensee will bear all costs and expenses incurred in connection with the defense of any infringement claims against it or as a result of any settlement made or judgment rendered on the basis of such claims. In the event LICENSEE does not take steps to stop the infringement, LICENSOR shall Licensor will have the right right, but not the obligation, to bring suit retain counsel and participate in the defense at its own expense. In expense in connection with any such event, financial recoveries will be entirely retained by LICENSORclaim. 5.6 LICENSOR 5.5 Subject to Section 2.5 above, Licensors shall have no responsibility with respect to LICENSEE’S Licensee’s own trademarks and trade name, and LICENSEE Licensee in respect to the use thereof will defend, indemnify and hold harmless LICENSOR Licensor against any and all third party claims.

PATENT PROTECTION AND INFRINGEMENT. 5.1 licensorLICENSEE, DURING THE TERM OF THIS during the term of this Agreement, is responsible for the filing filing, payment and the prosecution of all patents and applications where LICENSEE shall reimburse LICENSOR for all payments within thirty (30) days of invoice. LICENSOR shall deep LICENSEE fully apprised on covering the status of all Patent Rights and shall provide LICENSEE the opportunity to make comments and suggestions on all decisions relating to the prosecution of the Patent Rights (e.g., office actions). LICENSOR shall in good faith consider incorporating such comments and suggestions unless such incorporation would be contrary to the purposes of this AgreementTechnology. 5.2 LICENSEE shall promptly notify LICENSOR in writing of any claim of Patent Rights infringement which may be asserted against LICENSEE or LICENSOR, its Affiliates and any sublicensees because of the manufacture, use, promotion and sale of Products. 5.3 LICENSEE shall pay to LICENSOR a license issue fee in the amount of $10,000 and past patent fees within thirty (30) days of the Effective Date. LICENSEE shall also pay to LICENSOR all future patent fees within thirty (30) days after the LICENSEE has received the invoice from LICENSOR pertaining to such future patent fee. 5.4 LICENSEE will defend, indemnify and hold harmless LICENSOR, its trusteesTrustees, officers, directors, employees and its Affiliates against any and all judgments and damages arising from any and all third party claims of Patent Rights infringement which may be asserted against LICENSOR LICENSOR, and Affiliates because of the manufacture, use, promotion and sale of License Products except for the use of Licensed Products and/or Licensed Processes by Licensor pursuant to section 2.2 of this AgreementProducts. LICENSEE will bear all costs and expenses incurred in connection with the defense of any such claims or as a result of any settlement made or judgment rendered on the basis of such claims. LICENSOR shall have no further liability to LICENSEE for any loss or damages LICENSEE may incur as a result of the invalidity of LICENSOR’S Patent Rights. LICENSOR will have the right, but not the obligation to retain counsel and at its expense in connection with any such claim. LICENSOR at its option, shall have the right, within thirty days after commencement of such action, to intervene and take over the sole defense of the action at its own expense. 5.5 5.4 Upon learning of any infringement of Patent Rights by third parties in any country, LICENSEE and LICENSOR will promptly inform each other, as the case may be, in writing of that fact and will supply the other with any available evidence pertaining to the infringement. LICENSEE at its own expense, expense shall have the option to take whatever steps are necessary to stop the infringement at its expense and recover damages therefore. If requested by LICENSEE, LICENSOR will join in any legal actions enforcing or defending the Patent Rights against third parties deemed necessary or advisable by LICENSEE to prevent or seek damages, or both, from the infringement of the Patent Rights provided that LICENSEE funds all costs associated with such actions, using counsel mutually acceptable for LICENSEE and LICENSOR, and indemnifies and holds LICENSOR harmless with respect will be entitled to any claims or retain all damages made against of sustained by LICENSOR in connection with such involvementso recovered. In the event that LICENSOR and LICENSEE mutually agree to bring suit, costs and expenses shall be borne by LICENSEE, shared equally and any recovery in excess of expenses shall be shared by the parties as if such infringing sales were Net Salesequally. In any event, no settlement, consent, judgment or other voluntary final disposition of the suit may be entered into without the consent of LICENSOR, which shall not be unreasonably withheld. In the event LICENSEE does determines not to take steps to stop the infringement, LICENSEE will give notice to LICENSOR of such intent and LICENSOR shall have the right to bring suit take whatever steps are necessary to stop the infringement at its own expense. In such eventexpenses and recover damages therefore, financial recoveries and will be entirely retained by LICENSORentitled to retain all damages so recovered. 5.6 5.5 LICENSOR shall have no responsibility with respect to LICENSEE’S own trademarks and trade nametradename, and LICENSEE in respect to the use thereof will defend, indemnify and hold harmless LICENSOR against any and all third party claims.

PATENT PROTECTION AND INFRINGEMENT. 5.1 licensorLicensee, DURING THE TERM OF THIS during the term of this Agreement, is responsible for the filing and the prosecution of all patents and applications where LICENSEE shall reimburse LICENSOR for all payments within thirty (30) days of invoice. LICENSOR shall deep LICENSEE fully apprised on the status of all Patent Rights in North, Central and South America at Licensee's expense. If Licensee determines that it is uneconomic to file and/or prosecute any such Patent Rights in a particular country, Licensee shall provide LICENSEE notify Licensors thereof and Licensors shall have the opportunity right to make comments and suggestions on all decisions relating prosecute the same subject to the prosecution of the Patent Rights (e.g., office actions). LICENSOR shall in good faith consider incorporating such comments and suggestions unless such incorporation would be contrary to the purposes terms of this Agreement. 5.2 LICENSEE Each party shall promptly notify LICENSOR in writing the other of any claim instances of Patent Rights infringement which may be asserted against LICENSEE or LICENSOR, its Affiliates and any sublicensees because of the manufacture, use, promotion and sale of Products. 5.3 LICENSEE shall pay to LICENSOR a license issue fee in the amount of $10,000 and past patent fees within thirty (30) days Licensed Intellectual Property Rights of the Effective Date. LICENSEE shall also pay to LICENSOR all future patent fees within thirty (30) days after the LICENSEE has received the invoice from LICENSOR pertaining to such future patent fee. 5.4 LICENSEE will defend, indemnify and hold harmless LICENSOR, its trustees, officers, directors, employees and its Affiliates against any and all judgments and damages arising from any and all third party claims of Patent Rights infringement which may be asserted against LICENSOR and Affiliates because of the manufacture, use, promotion and sale of License Products except for the use of Additional Licensed Products and/or Licensed Processes by Licensor pursuant to section 2.2 of this Agreement. LICENSEE will bear all costs and expenses incurred in connection with the defense of any such claims or as a result of any settlement made or judgment rendered on the basis of such claims. LICENSOR shall have no further liability to LICENSEE for any loss or damages LICENSEE may incur as a result of the invalidity of LICENSOR’S Patent Intellectual Property Rights. LICENSOR will Licensee shall have the right, but not the obligation obligation, to retain counsel and its expense in connection with any such claim. LICENSOR bring suit at its optionown expense to restrain any infringement or to recover damages. If Licensee fails to challenge an instance of alleged infringement after notice to the Licensee's Board of Directors and the concurrence of a majority of the independent members of the Board of Directors, then Licensors shall have the right, within thirty days after commencement of right but not the obligation to take such action, to intervene action in their own name and take over the sole defense of the action at its their own expense. 5.5 Upon learning of any infringement of Patent Rights by third parties 5.3 Each party shall cooperate as is reasonably necessary in any country, LICENSEE and LICENSOR will promptly inform each other, as the case may be, in writing of that fact and will supply such action brought by the other with any available evidence pertaining to party. The party bringing the infringement. LICENSEE at its own expense, action shall have the option sole right to take whatever steps are necessary to stop the infringement at its expense and recover damages thereforecontrol prosecution. If requested by LICENSEE, LICENSOR will join in any legal actions enforcing or defending the Patent Rights against third parties deemed necessary or advisable by LICENSEE to prevent or seek damages, or both, from the infringement of the Patent Rights provided that LICENSEE funds all costs associated with such actions, using counsel mutually acceptable for LICENSEE and LICENSOR, and indemnifies and holds LICENSOR harmless with respect to any claims or damages made against of sustained by LICENSOR in connection with such involvement. In the event that LICENSOR and LICENSEE mutually bring suit, costs and expenses Damages shall be borne by LICENSEE, and any recovery shall be shared retained by the parties as if such infringing sales were Net Salesparty bringing the action. In any event, no settlement, consent, judgment or other voluntary final disposition of the suit may be entered into without the consent of LICENSORLicensor, which shall not be unreasonably withheld. 5.4 Licensee will bear all costs and expenses incurred in connection with the defense of any infringement claims against it or as a result of any settlement made or judgment rendered on the basis of such claims. In the event LICENSEE does not take steps to stop the infringement, LICENSOR shall Licensor will have the right right, but not the obligation, to bring suit retain counsel and participate in the defense at its own expenseexpense in connection with any such claim. In such event5.5 Subject to Section 2.5 above, financial recoveries will be entirely retained by LICENSOR. 5.6 LICENSOR Licensors shall have no responsibility with respect to LICENSEE’S Licensee's own trademarks and trade name, and LICENSEE Licensee in respect to the use thereof will defend, indemnify and hold harmless LICENSOR Licensor against any and all third party claims.

PATENT PROTECTION AND INFRINGEMENT. 5.1 licensorLICENSOR, DURING THE TERM OF THIS during the term of this Agreement, is responsible for the filing and the prosecution of all patents and applications where LICENSEE shall reimburse LICENSOR for all payments within thirty (30) days of invoice. LICENSOR shall deep keep LICENSEE fully apprised on the status of all Patent Rights and shall provide LICENSEE the opportunity to make comments and suggestions on all decisions relating to the prosecution of the Patent Rights (e.g., office actions). LICENSOR shall in good faith consider incorporating such comments and suggestions unless such incorporation would be contrary to the purposes of this Agreement. 5.2 LICENSEE shall promptly notify LICENSOR in writing of any claim of Patent Rights infringement which may be asserted against LICENSEE or LICENSOR, its Affiliates and any sublicensees because of the manufacture, use, promotion and sale of Products. 5.3 LICENSEE shall pay to LICENSOR a license issue fee in the amount of $10,000 [*****] and past patent fees in an amount of [*****] within thirty one (301) days year of the Effective Date. LICENSEE , which sum, among other things, shall also pay to LICENSOR all future patent fees within thirty (30) days after be considered full consideration for the LICENSEE has received the invoice from LICENSOR pertaining to such future patent feepreparation, filing, prosecution. 5.4 LICENSEE will defend, indemnify and hold harmless LICENSOR, its trustees, officers, directors, employees and its Affiliates against any and all judgments and damages arising from any and all third party claims of Patent Rights infringement which may be asserted against LICENSOR LICENSOR, and Affiliates because of the manufacture, use, promotion and sale of License Products except for the use of Licensed Products and/or Licensed Processes by Licensor pursuant to section 2.2 of this AgreementProducts. LICENSEE will bear all costs and expenses incurred in connection with the defense of any such claims or as a result of any settlement made or judgment rendered on the basis of such claims. LICENSOR shall have no further liability to LICENSEE for any loss or damages LICENSEE may incur as a result of the invalidity of LICENSOR’S 'S Patent Rights. LICENSOR will have the right, but not the obligation to retain counsel and at its expense in connection with any such claim. LICENSOR at its option, shall have the right, within thirty days after commencement of such action, to intervene and take over the sole defense of the action at its own expense. 5.5 Upon learning of any infringement of Patent Rights by third parties in any country, LICENSEE and LICENSOR will promptly inform each other, as the case may be, in writing of that fact and will supply the other with any available evidence pertaining to the infringement. LICENSEE at its own expense, shall have the option to take whatever steps are necessary to stop the infringement at its expense and recover damages therefore. If requested by LICENSEE, LICENSOR will join in any legal actions enforcing or defending the Patent Rights against third parties deemed necessary or advisable by LICENSEE to prevent or seek damages, or both, from the infringement of the Patent Rights provided that LICENSEE funds all costs associated with such actions, using counsel mutually acceptable for to LICENSEE and LICENSOR, and indemnifies and holds LICENSOR harmless with respect to any claims or damages made against of or sustained by LICENSOR in connection with such involvement. In the event that LICENSOR and LICENSEE mutually bring suit, costs and expenses shall be borne by LICENSEE, and any recovery shall be shared by the parties as if such infringing sales were Net Sales. In any event, no settlement, consent, judgment or other voluntary final disposition of the suit may be entered into without the consent of LICENSOR, which shall not be unreasonably withheld. In the event LICENSEE does not take steps to stop the infringement, LICENSOR shall have the right to bring suit at its own expense. In such event, financial recoveries will be entirely retained by LICENSOR. 5.6 LICENSOR shall have no responsibility with respect to LICENSEE’S 'S own trademarks and trade name, and LICENSEE in respect to the use thereof will defend, indemnify and hold harmless LICENSOR against any and all third party claims.

PATENT PROTECTION AND INFRINGEMENT. 5.1 licensorLICENSEE, DURING THE TERM OF THIS during the term of this Agreement, is responsible for the filing and the prosecution of all patents and applications where in connection with Patent Rights. LICENSEE shall reimburse keep LICENSOR for all payments within thirty (30) days of invoice. LICENSOR shall deep LICENSEE fully apprised on the status of all Patent Rights and shall provide LICENSEE LICENSOR the opportunity to make comments and suggestions on all decisions relating to the prosecution of the Patent Rights (e.g., office actions). LICENSOR LICENSEE shall in good faith consider incorporating such comments and suggestions unless such incorporation would be contrary to the purposes of this Agreement. 5.2 LICENSEE shall promptly notify LICENSOR in writing of any claim of Patent Rights infringement which may be asserted against LICENSEE or LICENSOR, its Affiliates and any sublicensees licensees because of the manufacture, use, promotion and sale of Products. 5.3 LICENSEE shall pay to LICENSOR a license issue fee in the amount of $10,000 and past patent fees within thirty (30) days of the Effective Date. LICENSEE shall also pay to LICENSOR all future patent fees within thirty (30) days after the LICENSEE has received the invoice from LICENSOR pertaining to such future patent fee. 5.4 LICENSEE will defend, indemnify and hold harmless LICENSOR, its trustees, officers, directors, employees and its Affiliates against any and all judgments and damages arising from any and all third party claims of Patent Rights infringement which may be asserted against LICENSOR LICENSOR, and Affiliates because of the manufacturein connection with Licensed Product, use, promotion and sale of License Products except for the use of Licensed Products and/or Licensed Processes by Licensor pursuant to section 2.2 of this AgreementProcess or Patent Rights. LICENSEE will bear all costs and expenses incurred in connection with the defense of any such claims or as a result of any settlement made or judgment rendered on the basis of such claims. LICENSOR shall have no further liability to LICENSEE for any loss or damages LICENSEE may incur as a result of the invalidity of LICENSOR’S 'S Patent Rights. LICENSOR will have the right, but not the obligation to retain counsel and at its expense in connection with any such claim. LICENSOR at its option, shall have the right, within thirty days after commencement of such action, to intervene and take over the sole defense of the action at its own expense. 5.5 5.4 Upon learning of any infringement of Patent Rights by third parties in any country, LICENSEE and LICENSOR will promptly inform each other, as the case may be, in writing of that fact and will supply the other with any available evidence pertaining to the infringement. LICENSEE at its own expense, shall have the option responsibility to take whatever steps are necessary to stop the infringement at its expense and recover damages therefore. If requested by LICENSEE, LICENSOR will join in any legal actions enforcing or defending the Patent Rights against third parties deemed necessary or advisable by LICENSEE to prevent or seek damages, or both, from the infringement of the Patent Rights provided that LICENSEE funds all costs associated with such actions, using counsel mutually acceptable for to LICENSEE and LICENSOR, and indemnifies and holds LICENSOR harmless with respect to any claims or damages made against of or sustained by LICENSOR in connection with such involvement. In the event that LICENSOR and LICENSEE mutually bring suit, costs and expenses shall be borne by LICENSEE, and any recovery shall be shared by the parties as if such infringing sales were Net Sales. In any event, no settlement, consent, judgment or other voluntary final disposition of the suit may be entered into without the consent of LICENSOR, which shall not be unreasonably withheld. In the event LICENSEE does not take steps to stop the infringement, LICENSOR shall have the right to bring suit at its own expense. In such event, financial recoveries will be entirely retained by LICENSOR. 5.6 5.5 LICENSOR shall have no responsibility with respect to LICENSEE’S 'S own trademarks and trade name, and LICENSEE in respect to the use thereof will defend, indemnify and hold harmless LICENSOR against any and all third party claims.

PATENT PROTECTION AND INFRINGEMENT. 5.1 licensorLICENSEE, DURING THE TERM OF THIS after the Effective Date of this Agreement, is responsible for the filing and the prosecution of all patents and applications where LICENSEE shall reimburse agrees to keep LICENSOR for all payments within thirty (30) days of invoice. LICENSOR shall deep LICENSEE fully apprised on the status of all Patent Rights and shall provide LICENSEE LICENSOR the opportunity to make comments and suggestions on all decisions relating to the prosecution of the Patent Rights (e.g., office actions). In the event that there is disagreement, LICENSEE agrees that LICENSOR’s comments and opinions shall prevail provided that LICENSOR shall in good faith consider incorporating such comments and suggestions unless such incorporation would be contrary to the purposes of this AgreementLICENSEE’s suggestions. 5.2 LICENSEE shall promptly notify LICENSOR in writing of any claim of Patent Rights infringement which may be asserted against LICENSEE or LICENSOR, its Affiliates and any sublicensees because of the manufacture, use, promotion and sale of Products. 5.3 LICENSEE shall pay to LICENSOR a license issue fee reimburse LICENSOR’s past patent fees in the an amount of $10,000 and past patent fees 11,000 within thirty (30) days of the Effective Date. LICENSEE shall also pay to LICENSOR all future patent fees within thirty (30) days after the LICENSEE has received the invoice from LICENSOR pertaining to such future patent fee. 5.4 LICENSEE will defend, indemnify and hold harmless LICENSOR, its trustees, officers, directors, employees and its Affiliates against any and all judgments and damages arising from any and all third party claims of Patent Rights infringement which may be asserted against LICENSOR LICENSOR, and Affiliates because of the manufacture, use, promotion and sale of License Licensed Products except for the use of Licensed Materials, Licensed Products and/or Licensed Processes by Licensor pursuant to section 2.2 2.3 of this Agreement. LICENSEE will bear all costs and expenses incurred in connection with the defense of any such claims or as a result of any settlement made or judgment rendered on the basis of such claims. LICENSOR shall have no further liability to LICENSEE for any loss or damages LICENSEE may incur as a result of the invalidity of LICENSOR’S 'S Patent Rights. LICENSOR will have the right, but not the obligation to retain counsel and at its expense in connection with any such claim. LICENSOR at its option, shall have the right, within thirty days after commencement of such action, to intervene and take over the sole defense of the action at its own expense. 5.5 Upon learning of any infringement of Patent Rights by third parties in any country, LICENSEE and LICENSOR will promptly inform each other, as the case may be, in writing of that fact and will supply the other with any available evidence pertaining to the infringement. LICENSEE at its own expense, shall have the option to take whatever steps are necessary to stop the infringement at its expense and recover damages therefore. If requested by LICENSEE, LICENSOR will join in any legal actions enforcing or defending the Patent Rights against third parties deemed necessary or advisable by LICENSEE to prevent or seek damages, or both, from the infringement of the Patent Rights provided that LICENSEE funds all costs associated with such actions, using counsel mutually acceptable for to LICENSEE and LICENSOR, and indemnifies and holds LICENSOR harmless with respect to any claims or damages made against of or sustained by LICENSOR in connection with such involvement. In the event that LICENSOR and LICENSEE mutually bring suit, costs and expenses shall be borne by LICENSEE, and any recovery shall be shared by the parties as if such infringing sales were Net Sales. In any event, no settlement, consent, judgment or other voluntary final disposition of the suit may be entered into without the consent of LICENSOR, which shall not be unreasonably withheld. In the event LICENSEE does not take steps to stop the infringement, LICENSOR shall have the right to bring suit at its own expense. In such event, financial recoveries will be entirely retained by LICENSOR. 5.6 LICENSOR shall have no responsibility with respect to LICENSEE’S 'S own trademarks and trade nametradename, and LICENSEE in respect to the use thereof will defend, indemnify and hold harmless LICENSOR against any and all third party claims.

PATENT PROTECTION AND INFRINGEMENT. 5.1 licensorLICENSOR, DURING THE TERM OF THIS during the term of this Agreement, is responsible for the filing filing, payment and the prosecution of all patents and applications where and applications after consultation with LICENSEE. LICENSOR shall invoice LICENSEE for such patent filing and prosecution costs, and LICENSEE shall reimburse LICENSOR for all payments such costs within thirty (30) days of receiving such invoice. LICENSOR shall deep LICENSEE fully apprised on the status of all Patent Rights and shall provide LICENSEE the opportunity to make comments and suggestions on all decisions relating to the prosecution of the Patent Rights (e.g., office actions). LICENSOR shall in good faith consider incorporating such comments and suggestions unless such incorporation would be contrary to the purposes of this Agreement., 5.2 LICENSEE shall promptly notify LICENSOR in writing of any claim of Patent Rights infringement which may be asserted against LICENSEE or LICENSOR, its Affiliates and any sublicensees because of the manufacture, use, promotion and sale of Products. 5.3 LICENSEE shall pay to LICENSOR a license issue fee in the amount of $10,000 and past patent fees within thirty (30) days of the Effective Date. LICENSEE shall also pay to LICENSOR all future patent fees within thirty (30) days after the LICENSEE has received the invoice from LICENSOR pertaining to such future patent fee. 5.4 LICENSEE will defend, indemnify and hold harmless LICENSOR, its trusteesTrustees, officers, directors, employees and its Affiliates against any and all judgments and damages arising from any and all third party claims of Patent Rights infringement which may be asserted against LICENSOR LICENSOR, and Affiliates because of the manufacture, use, promotion and sale of License Products except for the use of Licensed Products and/or Licensed Processes by Licensor pursuant to section 2.2 of this AgreementProducts. LICENSEE will bear all costs and expenses incurred in connection with the defense of any such claims or as a result of any settlement made or judgment rendered on the basis of such claims. LICENSOR shall have no further liability to LICENSEE for any loss or damages LICENSEE may incur as a result of the invalidity of LICENSOR’S Patent Rights. LICENSOR will have the right, but not the obligation to retain counsel and at its expense in connection with any such claim. LICENSOR at its option, option shall have the right, within thirty days after commencement of such action, to intervene and take over the sole defense of the action at its own expense. 5.5 5.4 Upon learning of any infringement of Patent Rights by third parties in any country, LICENSEE and LICENSOR will promptly inform each other, as the case may be, in writing of that fact and will supply the other with any available evidence pertaining to the infringement. LICENSEE at its own expense, shall have the option to take whatever steps are necessary to stop the infringement at its expense and recover damages therefore. If requested by LICENSEE, LICENSOR will join in any legal actions enforcing or defending the Patent Rights against third parties deemed necessary or advisable by LICENSEE to prevent or seek damages, or both, from the infringement of the Patent Rights provided that LICENSEE funds all costs associated with such actions, using counsel mutually acceptable for LICENSEE and LICENSOR, and indemnifies and holds LICENSOR harmless with respect will be entitled to any claims or retain all damages made against of sustained by LICENSOR in connection with such involvementso recovered. In the event that LICENSOR and LICENSEE mutually agree to bring suit, costs and expenses shall be borne by LICENSEE, shared equally and any recovery in excess of expenses shall be shared by the parties as if such infringing sales were Net Salesequally. In any event, no settlement, consent, judgment or other voluntary final disposition of the suit may be entered into without the consent of LICENSOR, which shall not be unreasonably withheld. In the event LICENSEE does not take steps to stop the infringement, LICENSOR shall have the right to bring suit at its own expenseterminate the License Agreement. In such event, financial recoveries All rights in the invention will be entirely retained by LICENSORrevert to LICENSOR with no further obligation to LICENSEE. 5.6 5.5 LICENSOR shall have no responsibility with respect to LICENSEE’S own trademarks and trade nametradename, and LICENSEE in respect to the use thereof will defend, indemnify and hold harmless LICENSOR against any and all third party claims.

PATENT PROTECTION AND INFRINGEMENT. 5.1 licensorLICENSOR, DURING THE TERM OF THIS during the term of this Agreement, is responsible for the filing and the prosecution of all patents and applications where LICENSEE shall reimburse LICENSOR for all payments within thirty (30) days of invoice. LICENSOR shall deep keep LICENSEE fully apprised on the status of all Patent Rights and shall provide LICENSEE the opportunity to make comments and suggestions on all decisions relating to the prosecution of the Patent Rights (e.g., office actions). LICENSOR shall in good faith consider incorporating such comments and suggestions unless such incorporation would be contrary to the purposes of this Agreement. 5.2 LICENSEE shall promptly notify LICENSOR in writing of any claim of Patent Rights infringement which may be asserted against LICENSEE or LICENSOR, its Affiliates and any sublicensees because of the manufacture, use, promotion and sale of Products. 5.3 LICENSEE shall pay to LICENSOR a license issue fee in the amount of $10,000 [*****] and past patent fees in an amount of [*****] incurred as of 10/22/2010 within thirty (30) days of the Effective Date. LICENSEE shall also pay to LICENSOR all future patent fees within thirty (30) days after the LICENSEE has received the invoice from LICENSOR pertaining to such future patent fee. 5.4 LICENSEE will defend, indemnify and hold harmless LICENSOR, its trustees, officers, directors, employees and its Affiliates against any and all judgments and damages arising from any and all third party claims of Patent Rights infringement which may be asserted against LICENSOR LICENSOR, and Affiliates because of the manufacture, use, promotion and sale of License Licensed Products except for the use of Licensed Materials, Licensed Products and/or Licensed Processes by Licensor pursuant to section 2.2 2.3 of this Agreement. LICENSEE will bear all costs and expenses incurred in connection with the defense of any such claims or as a result of any settlement made or judgment rendered on the basis of such claims. LICENSOR shall have no further liability to LICENSEE for any loss or damages LICENSEE may incur as a result of the invalidity of LICENSOR’S 'S Patent Rights. LICENSOR will have the right, but not the obligation to retain counsel and at its expense in connection with any such claim. LICENSOR at its option, shall have the right, within thirty days after commencement of such action, to intervene and take over the sole defense of the action at its own expense. 5.5 Upon learning of any infringement of Patent Rights by third parties in any country, LICENSEE and LICENSOR will promptly inform each other, as the case may be, in writing of that fact and will supply the other with any available evidence pertaining to the infringement. LICENSEE at its own expense, shall have the option to take whatever steps are necessary to stop the infringement at its expense and recover damages therefore. If requested by LICENSEE, LICENSOR will join in any legal actions enforcing or defending the Patent Rights against third parties deemed necessary or advisable by LICENSEE to prevent or seek damages, or both, from the infringement of the Patent Rights provided that LICENSEE funds all costs associated with such actions, using counsel mutually acceptable for to LICENSEE and LICENSOR, and indemnifies and holds LICENSOR harmless with respect to any claims or damages made against of or sustained by LICENSOR in connection with such involvement. In the event that LICENSOR and LICENSEE mutually bring suit, costs and expenses shall be borne by LICENSEE, and any recovery shall be shared by the parties as if such infringing sales were Net Sales. In any event, no settlement, consent, judgment or other voluntary final disposition of the suit may be entered into without the consent of LICENSOR, which shall not be unreasonably withheld. In the event LICENSEE does not take steps to stop the infringement, LICENSOR shall have the right to bring suit at its own expense. In such event, financial recoveries will be entirely retained by LICENSOR. 5.6 LICENSOR shall have no responsibility with respect to LICENSEE’S 'S own trademarks and trade name, and LICENSEE in respect to the use thereof will defend, indemnify and hold harmless LICENSOR against any and all third party claims.