Common use of Patents and Intellectual Property Clause in Contracts

Patents and Intellectual Property. 3A.1 The Parties agree and acknowledge that, as of the Effective Date, there are no Licensed Patent Rights with respect to the Territory. To the extent BDSI notifies TTY that it intends to pursue Licensed Patent Rights with respect to the Territory, however, TTY shall make available to BDSI or its authorized attorneys, agents or representatives, its employees and, to the extent reasonably practicable, its consultants or agents as are necessary or appropriate to enable BDSI to file, prosecute and maintain patent applications for the Licensed Patent Rights in the Territory, and with respect to Improvements, anywhere in the world, for a reasonable period of time sufficient for BDSI to obtain the assistance it needs from such personnel. TTY shall be solely responsible for all reasonable, documented costs and expenses incurred in making its employees available pursuant to the foregoing and for up to 5 (five) hours per individual external attorneys, agents, representatives or consultants. Any time in excess of 5 (five) hours per individual, as described, shall be at BDSI’s expense. 3A.2 During the Term, each Party shall give prompt notice to the other Party of any Third Party act which may infringe TTY’s rights under any Licensed Patent Rights in the Territory and shall cooperate with the other Party to terminate such infringement. If legal proceedings become necessary, BDSI shall, at its own cost, have the sole right, but not the obligation, to bring and control such action or proceeding concerning the potential or actual infringement of TTY’s rights under this Agreement, and, unless otherwise agreed upon in writing by the Parties, BDSI shall solely bear the cost with respect thereto. TTY shall provide, at BDSI’s expense (unless otherwise agreed to by the Parties in writing), such assistance and cooperation to BDSI as may be necessary to successfully prosecute any action against such Third Party. Should BDSI, at its own cost, fail to commence legal proceedings under the Licensed Patent Rights against the possible infringement of Licensed Patent Rights, TTY may, only after requesting and receiving BDSI express written consent to bring such action, bring action to terminate such infringement at TTY’s sole cost in accordance with Taiwan laws. BDSI shall give TTY full support in TTY’s action to terminate such infringement. Any damages, monetary awards, or other amounts recovered or received in settlement by BDSI, or TTY, with respect to any infringement of the rights to Licensed Patent Rights granted under this Agreement shall be applied proportionately first to defray the reasonably related unreimbursed costs and expenses (including reasonable attorneys’ fees) incurred by TTY and BDSI in the action. If any balance remains, BDSI and TTY shall in good faith negotiate how the remaining balance will be distributed based on the Parties’ respective interests in the Licensed Patent Rights. 3A.3 In the event a Third Party commences a judicial or administrative proceeding against a Party and such proceeding, other than a proceeding concerning the filing, prosecution, or maintenance of the Licensed Patent Rights, pertains to the use, sale, marketing, or import of the Licensed Product in the Territory (the “Third Party Claim”), or threatens to commence such a Third Party Claim, the Party against whom such proceeding is threatened or commenced shall give prompt notice to the other Party. Subject to Section 10.1 of this Agreement, TTY shall, using counsel reasonably acceptable to BDSI, at TTY’s own cost and expense, defend any and all such Third Party Claims or proceedings, in the Territory, including without limitation the manufacturing and/or supply of the Licensed Product, and BDSI shall, at TTY’s cost and expense, provide such assistance and cooperation to TTY as may be necessary to successfully defend any such Third Party Claims. The above notwithstanding, TTY may only settle any such claim with BDSI’s prior written consent, such consent not to be unreasonably withheld. The above notwithstanding, if TTY does not defend a Third Party Claim in a reasonably timely manner (as determined by BDSI in its reasonable discretion), and such Third Party Claim involves a material adverse risk to either Party, the Licensed Patent Rights, the ability to develop or commercialize the Licensed Product, or Net Sales, this Agreement may be terminated or rendered nonexclusive by BDSI upon written notice to TTY, and, in any event and independent of any termination or rendering nonexclusive of this Agreement by BDSI pursuant to the foregoing, BDSI shall have the right, but not the obligation, to control the defense of any claims made against BDSI or any Affiliate thereof at BDSI’s cost and expense using counsel of its own choice. Any damages, monetary awards, or other amounts recovered or received in settlement by TTY with respect to the defense of any such action described in this Section 3A.3 shall be applied proportionately first to defray the reasonably related unreimbursed costs and expenses (including reasonable attorneys’ fees) incurred by TTY and BDSI in the action. If any balance remains, BDSI and TTY shall in good faith negotiate how the remaining balance will be distributed based on the Parties’ respective interests in the Licensed Patent Rights. 3A.4 Notwithstanding anything to the contrary, TTY shall not, and shall ensure that none of its Affiliates, contractors, or other agents does not, take any action or make any statement that, directly or indirectly, adversely affects, or would reasonably be expected to adversely affect, any of the Licensed Patent Rights or Licensed Know-How, or BDSI’s or any BDSI Affiliate’s or sublicensees’ rights or ability to make, use, sell, offer for sale, or import Licensed Product or any other BEMA-based product. 3A.5 BDSI shall own all right, title and interest in and to any Improvements made by or on behalf of either Party (or any Affiliate thereof), solely or jointly with the other Party or Third Parties, and all intellectual property rights related thereto, and TTY hereby assigns to BDSI all right, title, and interest to any Improvements generated by or on behalf of TTY or its Affiliates, solely or jointly with any other party, and all intellectual property rights related thereto. TTY shall take all actions and execute all documents necessary to effect the purposes of the foregoing, as requested by BDSI, and cause its Affiliates, employees, contractors, and other representatives to do the same. TTY shall promptly notify BDSI in writing of Improvements made, solely or jointly with other parties, by TTY or any Affiliate thereof. TTY shall ensure that any contracts it may execute with any Third Party concerning Products shall be consistent with, and enable TTY to comply with, this Section 3A.5.

Patents and Intellectual Property. 3A.1 The Parties agree BDSI shall, upon Kunwha’s written request, provide all the documents materially relevant to patent application and acknowledge thatprosecution of PCT/US07/16634 (WO2008/011194) filed in the Republic of Korea as patent application 00-0000-0000000 including, as of the Effective Date, there are no Licensed Patent Rights but not limited to any communication or correspondences with respect to the Territory. To the extent BDSI notifies TTY that it intends to pursue Licensed Patent Rights with respect to patent examiners in the Territory, howeveramendments or remarks/arguments submitted to KIPO, TTY and a notice of allowance issued by KIPO. In case a notice of allowance is issued by KIPO, BDSI shall notify Kunwha of its occurrence and BDSI shall cooperate with Kunwha, as reasonably requested thereby at Kunwha’s expense, to record in KIPO the exclusive license to the patent derived from the patent application 00-0000-0000000 under this Agreement. Kunwha shall bear the exclusive license recordation cost. 3A.2 Kunwha shall make available to BDSI or its authorized attorneys, agents or representatives, its employees and, to the extent reasonably practicable, its consultants or agents as are necessary or appropriate to enable BDSI to file, prosecute and maintain patent applications for the Licensed Patent Rights in the Territory, and with respect to Improvements, anywhere in the world, for a reasonable period of time sufficient for BDSI to obtain the assistance it needs from such personnel. TTY shall be solely responsible for Kunwha and BDSI share all reasonable, documented costs and expenses incurred in making its employees available pursuant to the foregoing and for up to 5 (five) hours per individual external attorneys, agents, representatives or consultants. Any time in excess of 5 (five) hours per individual, as described, shall be at BDSI’s expenseconsultants available pursuant to the foregoing. 3A.2 3A.3 During the Term, each Party shall give prompt notice to the other Party of any Third Party act which may infringe TTYKunwha’s rights under any the Licensed Patent Rights in the Territory and shall cooperate with the other Party to terminate such infringement. If legal proceedings become necessary, BDSI shall, at its own cost, shall have the sole right, but not the obligation, to bring and control such action or proceeding concerning the potential or actual infringement of TTYKunwha’s rights under this Agreement, and, unless otherwise agreed upon in writing by the Parties, BDSI shall solely bear the cost with respect thereto. TTY Kunwha shall provide, at BDSI’s expense (unless otherwise agreed to by the Parties in writing), such assistance and cooperation to BDSI as may be necessary to successfully prosecute any action against such Third Party. Should BDSI, at its own cost, fail to commence legal proceedings under the Licensed Patent Rights against the possible infringement of Licensed Patent Rights, TTY may, only after requesting and receiving BDSI express written consent to bring such action, bring action to terminate such infringement at TTY’s sole cost in accordance with Taiwan laws. BDSI shall give TTY full support in TTY’s action to terminate such infringement. Any damages, monetary awards, or other amounts recovered or received in settlement by BDSI, or TTY, BDSI with respect to any infringement of the rights to Licensed Patent Rights granted under this Agreement shall be applied proportionately first to defray the reasonably related unreimbursed costs and expenses (including reasonable attorneys’ fees) incurred by TTY Kunwha and BDSI in the action. If any balance remains, BDSI and TTY Kunwha shall in good faith negotiate how the remaining balance will be distributed based on the Parties’ respective interests in the Licensed Patent Rights. 3A.3 3A.4 In the event a Third Party commences a judicial or administrative proceeding against a Party and such proceeding, other than a proceeding concerning the filing, prosecution, or maintenance of the Licensed Patent Rights, pertains to the use, sale, marketing, or import of the Licensed Product in the Territory (the “Third Party Claim”), or threatens to commence such a Third Party Claim, the Party against whom such proceeding is threatened or commenced shall give prompt notice to the other Party. Subject to Section 10.1 of this Agreement, TTY Kunwha shall, using counsel reasonably acceptable to BDSI, at TTYKunwha’s own cost and expense, defend any and all such Third Party Claims or proceedingsproceedings made with respect to the activities of Kunwha, in the Territoryits Affiliates, including without limitation the manufacturing and/or supply of the Licensed Productand its agents, and BDSI shall, at TTYKunwha’s cost and expense, provide such assistance and cooperation to TTY Kunwha as may be necessary to successfully defend any such Third Party Claims. The above notwithstanding, TTY Kunwha may only settle any such claim with BDSI’s prior written consent, such consent not to be unreasonably withheld. The above notwithstanding, if TTY Kunwha does not defend a Third Party Claim in a reasonably timely manner (as determined by BDSI in its reasonable discretion), and such Third Party Claim involves a material adverse risk to either Party, the Licensed Patent Rights, any other Patent Rights owned, licensed, or controlled by BDSI, the ability to develop or commercialize the Licensed ProductProduct in the Territory, or Net Sales, this Agreement may be terminated or rendered nonexclusive by BDSI upon written notice to TTYKunwha, and, in any event and independent of any termination or rendering nonexclusive of this Agreement by BDSI pursuant to the foregoing, BDSI shall have the right, but not the obligation, to control the defense of any claims made against BDSI or any Affiliate thereof at BDSI’s cost and expense using counsel of its own choice. Any damages, monetary awards, or other amounts recovered or received in settlement by TTY Kunwha with respect to the defense of any such action described in this Section 3A.3 3A.4 shall be applied proportionately first to defray the reasonably related unreimbursed costs and expenses (including reasonable attorneys’ fees) incurred by TTY Kunwha and BDSI in the action. If any balance remains, BDSI and TTY Kunwha shall in good faith negotiate how the remaining balance will be distributed based on the Parties’ respective interests in the Licensed Patent Rights. 3A.4 3A.5 Notwithstanding anything to the contrary, TTY Kunwha shall not, and shall ensure that none of its Affiliates, contractors, or other agents does not, take any action or make any statement that, directly or indirectly, adversely affects, or would reasonably be expected to adversely affect, any of the Licensed Patent Rights or Licensed Know-How, or BDSI’s or any BDSI Affiliate’s or sublicensees’ rights or ability to make, use, sell, offer for sale, or import Licensed Product or any other BEMA-based product. 3A.5 3A.6 BDSI shall own all right, title and interest in and to any Improvements made by or on behalf of either Party BDSI (or any Affiliate thereof), solely or jointly with the other Party or Third Parties, and all intellectual property rights related thereto, and TTY hereby assigns to BDSI . Kunwha shall own all right, title, title and interest in and to any Improvements generated improvements made by or on behalf of TTY or its Affiliates, solely or jointly with any other party, and all intellectual property rights related thereto. TTY shall take all actions and execute all documents necessary to effect the purposes of the foregoing, as requested by BDSI, and cause its Affiliates, employees, contractors, and other representatives to do the same. TTY shall promptly notify BDSI in writing of Improvements made, solely or jointly with other parties, by TTY Kunwha (or any Affiliate thereof). TTY shall ensure that any contracts it may execute with any Third Party concerning Products Improvements hereunder made jointly by both Parties shall be consistent withowned jointly by the Parties. 3A.7 The Parties agree that all information concerning Improvements made by BDSI shall be deemed the Confidential Information of BDSI and that BDSI shall be the disclosing party, and enable TTY to comply with, this Section 3A.5Kunwha the receiving party and vice versa. 4. FINANCIAL TERMS

Patents and Intellectual Property. 3A.1 The Parties agree a) Unless otherwise stated in this Contract, SELLER agrees that BUYER shall be the owner of all inventions, discovery, improvement, technology, designs, works of authorship, mask works, technical information, computer software, materials, business information and acknowledge thatother information (“Intellectual Property”) conceived, as of the Effective Date, there are no Licensed Patent Rights with respect to the Territory. To the extent BDSI notifies TTY that it intends to pursue Licensed Patent Rights with respect to the Territory, however, TTY shall make available to BDSI developed or its authorized attorneys, agents or representatives, its employees and, to the extent reasonably practicable, its consultants or agents as are necessary or appropriate to enable BDSI to file, prosecute and maintain patent applications for the Licensed Patent Rights otherwise generated in the Territoryperformance of this Contract by or on behalf of SELLER. SELLER hereby assigns and agrees to assign all right, title, and with respect to Improvements, anywhere interest in the world, for a reasonable period of time sufficient for BDSI foregoing to obtain the assistance it needs from such personnel. TTY shall be solely responsible for all reasonable, documented costs and expenses incurred in making its employees available pursuant to the foregoing and for up to 5 (five) hours per individual external attorneys, agents, representatives or consultants. Any time in excess of 5 (five) hours per individual, as described, shall be at BDSI’s expense. 3A.2 During the Term, each Party shall give prompt notice to the other Party of any Third Party act which may infringe TTY’s rights under any Licensed Patent Rights in the Territory and shall cooperate with the other Party to terminate such infringement. If legal proceedings become necessary, BDSI shall, at its own cost, have the sole right, but not the obligation, to bring and control such action or proceeding concerning the potential or actual infringement of TTY’s rights under this Agreement, and, unless otherwise agreed upon in writing by the Parties, BDSI shall solely bear the cost with respect thereto. TTY shall provide, at BDSI’s expense (unless otherwise agreed to by the Parties in writing), such assistance and cooperation to BDSI as may be necessary to successfully prosecute any action against such Third Party. Should BDSI, at its own cost, fail to commence legal proceedings under the Licensed Patent Rights against the possible infringement of Licensed Patent Rights, TTY may, only after requesting and receiving BDSI express written consent to bring such action, bring action to terminate such infringement at TTY’s sole cost in accordance with Taiwan laws. BDSI shall give TTY full support in TTY’s action to terminate such infringement. Any damages, monetary awards, or other amounts recovered or received in settlement by BDSI, or TTY, with respect to any infringement of the rights to Licensed Patent Rights granted under this Agreement shall be applied proportionately first to defray the reasonably related unreimbursed costs and expenses (including reasonable attorneys’ fees) incurred by TTY and BDSI in the action. If any balance remains, BDSI and TTY shall in good faith negotiate how the remaining balance will be distributed based on the Parties’ respective interests in the Licensed Patent Rights. 3A.3 In the event a Third Party commences a judicial or administrative proceeding against a Party and such proceeding, other than a proceeding concerning the filing, prosecution, or maintenance of the Licensed Patent Rights, pertains to the use, sale, marketing, or import of the Licensed Product in the Territory (the “Third Party Claim”), or threatens to commence such a Third Party Claim, the Party against whom such proceeding is threatened or commenced shall give prompt notice to the other Party. Subject to Section 10.1 of this Agreement, TTY shall, using counsel reasonably acceptable to BDSI, at TTY’s own cost and expense, defend any and all such Third Party Claims or proceedings, in the TerritoryBUYER, including without limitation the manufacturing and/or supply of the Licensed Productall copyrights, patent rights and BDSI shallother intellectual property rights therein and further agrees to execute, at TTYBUYER’s cost request and expense, provide such assistance and cooperation to TTY as may be all documentation necessary to successfully defend any such Third Party Claimsperfect title therein in BUYER. The above notwithstanding, TTY may only settle any such claim with BDSI’s prior SELLER agrees that it will maintain and disclose to BUYER written consent, such consent not to be unreasonably withheld. The above notwithstanding, if TTY does not defend a Third Party Claim in a reasonably timely manner (as determined by BDSI in its reasonable discretion)records of, and such Third Party Claim involves a material adverse risk to either Partyotherwise provide BUYER will full access to, the Licensed Patent Rightssubject matter covered by this clause and that all such subject matter will be deemed information of BUYER. SELLER agrees to assist BUYER, the ability to develop or commercialize the Licensed Product, or Net Sales, this Agreement may be terminated or rendered nonexclusive by BDSI upon written notice to TTY, andat BUYER’s request and expense, in any event every reasonable way, in obtaining, maintaining, and independent enforcing patent and other intellectual property protection on the subject matter covered by this clause b) Items delivered under this Contract such as operation and maintenance manuals shall be delivered with the right to copy for internal use and/or copy and deliver with the right to use to BUYER’s Customers. c) SELLER warrants that the Work performed or delivered under this Contract shall not infringe or otherwise violate the intellectual property rights of any termination or rendering nonexclusive of this Agreement by BDSI pursuant to third party in the foregoing, BDSI shall have the right, but not the obligation, to control the defense of any claims made against BDSI United States or any Affiliate thereof foreign country. SELLER agrees to, at BDSI’s cost its expense, defend, indemnify and expense using counsel of hold harmless BUYER and its own choice. Any customers from and against any claims, damages, monetary awardslosses, or other amounts recovered or received in settlement by TTY with respect to the defense of any such action described in this Section 3A.3 shall be applied proportionately first to defray the reasonably related unreimbursed costs and expenses (including reasonable attorneys’ attorneys fees, arising out of any action by a third party that is based upon a claim that the Work performed or delivered under this Contract infringes or otherwise violates the intellectual property rights of any person or entity. d) incurred by TTY and BDSI To the extent that any of SELLER’s pre‐existing Intellectual Property are used, included or contained in the action. If any balance remainsWork or deliverable items and not owned by Areté pursuant to this or a previous agreement with SELLER, BDSI and TTY shall in good faith negotiate how the remaining balance will be distributed based on the Parties’ respective interests in the Licensed Patent Rights. 3A.4 Notwithstanding anything SELLER grants to the contraryAreté an irrevocable, TTY shall notnonexclusive, and shall ensure that none of its Affiliatesworld‐wide, contractors, or other agents does not, take any action or make any statement that, directly or indirectly, adversely affects, or would reasonably be expected to adversely affect, any of the Licensed Patent Rights or Licensed Know-How, or BDSI’s or any BDSI Affiliate’s or sublicensees’ rights or ability to royalty‐free license to: (i) make, usehave made, sell, offer for sale, use, execute, reproduce, display, perform, distribute (internally or import Licensed Product or any other BEMA-based product. 3A.5 BDSI shall own all right, title and interest in and to any Improvements made by or on behalf of either Party (or any Affiliate thereof), solely or jointly with the other Party or Third Partiesexternally) copies of, and prepare derivative works based upon, such pre‐existing Intellectual Property; and (ii) authorize others to do any, some, or all intellectual property rights related thereto, and TTY hereby assigns to BDSI all right, title, and interest to any Improvements generated by or on behalf of TTY or its Affiliates, solely or jointly with any other party, and all intellectual property rights related thereto. TTY shall take all actions and execute all documents necessary to effect the purposes of the foregoing. e) The tangible medium storing copies of all reports, as requested memoranda or other materials in written form, including machine‐readable form, prepared by BDSI, SELLER pursuant to this Contract and cause its Affiliates, employees, contractors, and other representatives furnished to do BUYER hereunder shall become the same. TTY shall promptly notify BDSI in writing sole property of Improvements made, solely or jointly with other parties, by TTY or any Affiliate thereof. TTY shall ensure that any contracts it may execute with any Third Party concerning Products shall be consistent with, and enable TTY to comply with, this Section 3A.5BUYER.

Patents and Intellectual Property. 3A.1 The Parties agree and acknowledge that, as of the Effective Date, there are no Licensed Patent Rights with respect to the Territory. To the extent BDSI notifies TTY that it intends to pursue Licensed Patent Rights with respect to the Territory, however, TTY shall make available to BDSI or its authorized attorneys, agents or representatives, its employees and, to the extent reasonably practicable, its consultants or agents as are necessary or appropriate to enable BDSI to file, prosecute and maintain patent applications for the Licensed Patent Rights in the Territory, and with respect to Improvements, anywhere in the world, for a reasonable period of time sufficient for BDSI to obtain the assistance it needs from such personnel. TTY shall be solely responsible for all reasonable, documented costs and expenses incurred in making its employees available pursuant to the foregoing and for up to 5 (five) hours per individual external attorneys, agents, representatives or consultants. Any time in excess of 5 (five) hours per individual, as described, shall be at BDSI’s expense. 3A.2 During the Term, each Party shall give prompt notice to the other Party of any Third Party act which may infringe TTY’s rights under any Licensed Patent Rights in the Territory CONFIDENTIAL TREATMENT REQUESTED WITH RESPECT TO CERTAIN PORTIONS HEREOF DENOTED WITH “***” and shall cooperate with the other Party to terminate such infringement. If legal proceedings become necessary, BDSI shall, at its own cost, have the sole right, but not the obligation, to bring and control such action or proceeding concerning the potential or actual infringement of TTY’s rights under this Agreement, and, unless otherwise agreed upon in writing by the Parties, BDSI shall solely bear the cost with respect thereto. TTY shall provide, at BDSI’s expense (unless otherwise agreed to by the Parties in writing), such assistance and cooperation to BDSI as may be necessary to successfully prosecute any action against such Third Party. Should BDSI, at its own cost, fail to commence legal proceedings under the Licensed Patent Rights against the possible infringement of Licensed Patent Rights, TTY may, only after requesting and receiving BDSI express written consent to bring such action, bring action to terminate such infringement at TTY’s sole cost in accordance with Taiwan laws. BDSI shall give TTY full support in TTY’s action to terminate such infringement. Any damages, monetary awards, or other amounts recovered or received in settlement by BDSI, or TTY, with respect to any infringement of the rights to Licensed Patent Rights granted under this Agreement shall be applied proportionately first to defray the reasonably related unreimbursed costs and expenses (including reasonable attorneys’ fees) incurred by TTY and BDSI in the action. If any balance remains, BDSI and TTY shall in good faith negotiate how the remaining balance will be distributed based on the Parties’ respective interests in the Licensed Patent Rights. 3A.3 In the event a Third Party commences a judicial or administrative proceeding against a Party and such proceeding, other than a proceeding concerning the filing, prosecution, or maintenance of the Licensed Patent Rights, pertains to the use, sale, marketing, or import of the Licensed Product in the Territory (the “Third Party Claim”), or threatens to commence such a Third Party Claim, the Party against whom such proceeding is threatened or commenced shall give prompt notice to the other Party. Subject to Section 10.1 of this Agreement, TTY shall, using counsel reasonably acceptable to BDSI, at TTY’s own cost and expense, defend any and all such Third Party Claims or proceedings, in the Territory, including without limitation the manufacturing and/or supply of the Licensed Product, and BDSI shall, at TTY’s cost and expense, provide such assistance and cooperation to TTY as may be necessary to successfully defend any such Third Party Claims. The above notwithstanding, TTY may only settle any such claim with BDSI’s prior written consent, such consent not to be unreasonably withheld. The above notwithstanding, if TTY does not defend a Third Party Claim in a reasonably timely manner (as determined by BDSI in its reasonable discretion), and such Third Party Claim involves a material adverse risk to either Party, the Licensed Patent Rights, the ability to develop or commercialize the Licensed Product, or Net Sales, this Agreement may be terminated or rendered nonexclusive by BDSI upon written notice to TTY, and, in any event and independent of any termination or rendering nonexclusive of this Agreement by BDSI pursuant to the foregoing, BDSI shall have the right, but not the obligation, to control the defense of any claims made against BDSI or any Affiliate thereof at BDSI’s cost and expense using counsel of its own choice. Any damages, monetary awards, or other amounts recovered or received in settlement by TTY with respect to the defense of any such action described in this Section 3A.3 shall be applied proportionately first to defray the reasonably related unreimbursed costs and expenses (including reasonable attorneys’ fees) incurred by TTY and BDSI in the action. If any balance remains, BDSI and TTY shall in good faith negotiate how the remaining balance will be distributed based on the Parties’ respective interests in the Licensed Patent Rights.. CONFIDENTIAL TREATMENT REQUESTED WITH RESPECT TO CERTAIN PORTIONS HEREOF DENOTED WITH “***” 3A.4 Notwithstanding anything to the contrary, TTY shall not, and shall ensure that none of its Affiliates, contractors, or other agents does not, take any action or make any statement that, directly or indirectly, adversely affects, or would reasonably be expected to adversely affect, any of the Licensed Patent Rights or Licensed Know-How, or BDSI’s or any BDSI Affiliate’s or sublicensees’ rights or ability to make, use, sell, offer for sale, or import Licensed Product or any other BEMA-based product. 3A.5 BDSI shall own all right, title and interest in and to any Improvements made by or on behalf of either Party (or any Affiliate thereof), solely or jointly with the other Party or Third Parties, and all intellectual property rights related thereto, and TTY hereby assigns to BDSI all right, title, and interest to any Improvements generated by or on behalf of TTY or its Affiliates, solely or jointly with any other party, and all intellectual property rights related thereto. TTY shall take all actions and execute all documents necessary to effect the purposes of the foregoing, as requested by BDSI, and cause its Affiliates, employees, contractors, and other representatives to do the same. TTY shall promptly notify BDSI in writing of Improvements made, solely or jointly with other parties, by TTY or any Affiliate thereof. TTY shall ensure that any contracts it may execute with any Third Party concerning Products shall be consistent with, and enable TTY to comply with, this Section 3A.5.

Patents and Intellectual Property. 3A.1 The Parties agree a) Unless otherwise stated in this Contract, SELLER agrees that BUYER shall be the owner of all inventions, technology, designs, works of authorship, mask works, technical information, computer software, materials, business information and acknowledge thatother information (“Intellectual Property”) conceived, as of the Effective Date, there are no Licensed Patent Rights with respect to the Territory. To the extent BDSI notifies TTY that it intends to pursue Licensed Patent Rights with respect to the Territory, however, TTY shall make available to BDSI developed or its authorized attorneys, agents or representatives, its employees and, to the extent reasonably practicable, its consultants or agents as are necessary or appropriate to enable BDSI to file, prosecute and maintain patent applications for the Licensed Patent Rights otherwise generated in the Territoryperformance of this Contract by or on behalf of SELLER. SELLER hereby assigns and agrees to assign all right, title, and with respect to Improvements, anywhere interest in the world, for a reasonable period of time sufficient for BDSI foregoing to obtain the assistance it needs from such personnel. TTY shall be solely responsible for all reasonable, documented costs and expenses incurred in making its employees available pursuant to the foregoing and for up to 5 (five) hours per individual external attorneys, agents, representatives or consultants. Any time in excess of 5 (five) hours per individual, as described, shall be at BDSI’s expense. 3A.2 During the Term, each Party shall give prompt notice to the other Party of any Third Party act which may infringe TTY’s rights under any Licensed Patent Rights in the Territory and shall cooperate with the other Party to terminate such infringement. If legal proceedings become necessary, BDSI shall, at its own cost, have the sole right, but not the obligation, to bring and control such action or proceeding concerning the potential or actual infringement of TTY’s rights under this Agreement, and, unless otherwise agreed upon in writing by the Parties, BDSI shall solely bear the cost with respect thereto. TTY shall provide, at BDSI’s expense (unless otherwise agreed to by the Parties in writing), such assistance and cooperation to BDSI as may be necessary to successfully prosecute any action against such Third Party. Should BDSI, at its own cost, fail to commence legal proceedings under the Licensed Patent Rights against the possible infringement of Licensed Patent Rights, TTY may, only after requesting and receiving BDSI express written consent to bring such action, bring action to terminate such infringement at TTY’s sole cost in accordance with Taiwan laws. BDSI shall give TTY full support in TTY’s action to terminate such infringement. Any damages, monetary awards, or other amounts recovered or received in settlement by BDSI, or TTY, with respect to any infringement of the rights to Licensed Patent Rights granted under this Agreement shall be applied proportionately first to defray the reasonably related unreimbursed costs and expenses (including reasonable attorneys’ fees) incurred by TTY and BDSI in the action. If any balance remains, BDSI and TTY shall in good faith negotiate how the remaining balance will be distributed based on the Parties’ respective interests in the Licensed Patent Rights. 3A.3 In the event a Third Party commences a judicial or administrative proceeding against a Party and such proceeding, other than a proceeding concerning the filing, prosecution, or maintenance of the Licensed Patent Rights, pertains to the use, sale, marketing, or import of the Licensed Product in the Territory (the “Third Party Claim”), or threatens to commence such a Third Party Claim, the Party against whom such proceeding is threatened or commenced shall give prompt notice to the other Party. Subject to Section 10.1 of this Agreement, TTY shall, using counsel reasonably acceptable to BDSI, at TTY’s own cost and expense, defend any and all such Third Party Claims or proceedings, in the TerritoryBUYER, including without limitation the manufacturing and/or supply of the Licensed Productall copyrights, patent rights and BDSI shallother intellectual property rights therein and further agrees to execute, at TTYBUYER’s cost request and expense, provide such assistance and cooperation to TTY as may be all documentation necessary to successfully defend any such Third Party Claimsperfect title therein in BUYER. The above notwithstanding, TTY may only settle any such claim with BDSI’s prior SELLER agrees that it will maintain and disclose to BUYER written consent, such consent not to be unreasonably withheld. The above notwithstanding, if TTY does not defend a Third Party Claim in a reasonably timely manner (as determined by BDSI in its reasonable discretion)records of, and such Third Party Claim involves a material adverse risk to either Partyotherwise provide BUYER will full access to, the Licensed Patent Rightssubject matter covered by this clause and that all such subject matter will be deemed information of BUYER. SELLER agrees to assist BUYER, the ability to develop or commercialize the Licensed Product, or Net Sales, this Agreement may be terminated or rendered nonexclusive by BDSI upon written notice to TTY, andat BUYER’s request and expense, in any event every reasonable way, in obtaining, maintaining, and independent enforcing patent and other intellectual property protection on the subject matter covered by this clause b) Items delivered under this Contract such as operation and maintenance manuals shall be delivered with the right to copy for internal use and/or copy and deliver with the right to use to BUYER’s Customers. c) SELLER warrants that the Work performed or delivered under this Contract shall not infringe or otherwise violate the intellectual property rights of any termination or rendering nonexclusive of this Agreement by BDSI pursuant to third party in the foregoing, BDSI shall have the right, but not the obligation, to control the defense of any claims made against BDSI United States or any Affiliate thereof foreign country. SELLER agrees to, at BDSI’s cost its expense, defend, indemnify and expense using counsel of hold harmless BUYER and its own choice. Any customers from and against any claims, damages, monetary awardslosses, or other amounts recovered or received in settlement by TTY with respect to the defense of any such action described in this Section 3A.3 shall be applied proportionately first to defray the reasonably related unreimbursed costs and expenses (including reasonable attorneys’ attorneys fees, arising out of any action by a third party that is based upon a claim that the Work performed or delivered under this Contract infringes or otherwise violates the intellectual property rights of any person or entity. d) incurred by TTY and BDSI To the extent that any of SELLER’s pre‐existing Intellectual Property are used, included or contained in the action. If any balance remainsWork or deliverable items and not owned by Areté pursuant to this or a previous agreement with SELLER, BDSI and TTY shall in good faith negotiate how the remaining balance will be distributed based on the Parties’ respective interests in the Licensed Patent Rights. 3A.4 Notwithstanding anything SELLER grants to the contraryAreté an irrevocable, TTY shall notnonexclusive, and shall ensure that none of its Affiliatesworld‐ wide, contractors, or other agents does not, take any action or make any statement that, directly or indirectly, adversely affects, or would reasonably be expected to adversely affect, any of the Licensed Patent Rights or Licensed Know-How, or BDSI’s or any BDSI Affiliate’s or sublicensees’ rights or ability to royalty‐free license to: (i) make, usehave made, sell, offer for sale, use, execute, reproduce, display, perform, distribute (internally or import Licensed Product or any other BEMA-based product. 3A.5 BDSI shall own all right, title and interest in and to any Improvements made by or on behalf of either Party (or any Affiliate thereof), solely or jointly with the other Party or Third Partiesexternally) copies of, and prepare derivative works based upon, such pre‐existing Intellectual Property; and (ii) authorize others to do any, some, or all intellectual property rights related thereto, and TTY hereby assigns to BDSI all right, title, and interest to any Improvements generated by or on behalf of TTY or its Affiliates, solely or jointly with any other party, and all intellectual property rights related thereto. TTY shall take all actions and execute all documents necessary to effect the purposes of the foregoing. e) The tangible medium storing copies of all reports, as requested memoranda or other materials in written form, including machine‐readable form, prepared by BDSI, SELLER pursuant to this Contract and cause its Affiliates, employees, contractors, and other representatives furnished to do BUYER hereunder shall become the same. TTY shall promptly notify BDSI in writing sole property of Improvements made, solely or jointly with other parties, by TTY or any Affiliate thereof. TTY shall ensure that any contracts it may execute with any Third Party concerning Products shall be consistent with, and enable TTY to comply with, this Section 3A.5BUYER.