Common use of Procedures; Expenses and Recoveries Clause in Contracts

Procedures; Expenses and Recoveries. The Party having the right to initiate any infringement suit under Section 7.4.2 or 7.4.3 above shall have the sole and exclusive right to select counsel for any such suit and shall pay all expenses of the suit, including but not limited to attorneys’ fees and court costs and reimbursement of the other Party’s reasonable out-of-pocket expense in rendering assistance requested by the initiating Party. If required under applicable law in order for the initiating Party to initiate and/or maintain such suit, or if either Party is unable to initiate or prosecute such suit solely in its own name or it is otherwise advisable to obtain an effective legal remedy, in each case, the other Party shall join as a party to the suit and will execute and cause its Affiliates to execute all documents necessary for the initiating Party to initiate litigation to prosecute and maintain such action. In addition, at the initiating Party’s request, the other Party shall provide reasonable assistance to the initiating Party in connection with an infringement suit at no charge to the initiating Party except for reimbursement by the initiating Party of reasonable out-of-pocket expenses incurred in rendering such assistance. The non-initiating Party shall have the right to participate and be represented in any such suit by its own counsel at its own expense. If the Parties obtain from a Third Party, in connection with such suit, any damages, license fees, royalties or other compensation (including but not limited to any amount received in settlement of such litigation) (“Recoveries”), such amounts shall be allocated in all cases as follows regardless of which Party brings the enforcement action: (a) first, to reimburse each Party for all expenses of the suit incurred by such Party, including but not limited to attorneys’ fees and disbursements, travel costs, court costs and other litigation expenses; (b) second, if such suit is related to the Sublicensed IP, any amounts required to be paid to Emory University and/or Georgia Tech Research Corporation pursuant to the Emory/GTRC Licensed Agreement shall be so paid; (c) third, (i) if such suit is related to the Licensed Technology or Sublicensed Technology in the NovaMedica Territory, then NovaMedica shall be entitled to receive that portion of the remaining Recoveries reasonably attributable to Net Sales of the Covered Product in the NovaMedica Territory (as determined by a court of competent jurisdiction in a final, non-appealable decision); provided, that the Recoveries reasonably attributable to Net Sales of Covered Product to which NovaMedica is entitled after reimbursement of expenses shall be treated as Net Sales for purposes of this Agreement and Clearside shall be entitled to receive NovaMedica Royalty Payments on such constructive Net Sales pursuant to the terms of Section 3.1 as if such Net Sales had occurred during the time period of the infringement, and (ii) if such suit is related to NovaMedica Improvements in the Clearside Territory, then Clearside shall be entitled to receive that portion of the remaining Recoveries reasonably attributable to Net Sales of the Covered Product in the Clearside Territory (as determined by a court of competent jurisdiction in a final, non-appealable decision); and (d) the Party initiating the suit shall be entitled to seventy-five percent (75%), and the non-initiating Party shall be entitled to twenty five percent (25%), of the balance of the Recoveries.

Procedures; Expenses and Recoveries. The Party having the right to initiate any infringement suit under Section 7.4.2 or 7.4.3 11.4.2 above shall have the sole and exclusive right to select counsel for any such suit and shall pay all expenses of the suit, including but not limited to attorneys’ ' fees and court costs and reimbursement of the other Party’s 's reasonable out-of-pocket expense in rendering assistance requested by the initiating Party. If required under applicable law Law in order for the initiating Party to initiate and/or maintain such suit, or if either Party is unable to initiate or prosecute such suit solely in its own name or it is otherwise advisable to obtain an effective legal remedy, in each case, the other Party shall join as a party to the suit and will execute and cause its Affiliates to execute all documents documents, and take all actions, reasonably necessary for the initiating Party to initiate litigation to prosecute and maintain such action. In addition, at the initiating Party’s 's request, the other Party shall provide other reasonable assistance to the initiating Party in connection with an infringement suit at no charge to the initiating Party except for reimbursement by the initiating Party of reasonable out-of-pocket expenses incurred in rendering such assistance. The non-initiating Party shall have the right to participate and be represented in any such suit under Section 11.4.2(b) or 11.4.2(c) by its own counsel at its own expense. If the Parties obtain from a Third Party, in connection with any such suitsuit under Section 11.4.2(b) or 11.4.2(c), any damages, license fees, royalties or other compensation (including but not limited to any amount received in settlement of such litigation) (“Recoveries”), such amounts shall be allocated in all cases as follows regardless of which Party brings the enforcement actionfollows: (ai) first, to reimburse each Party for all out-of-pocket expenses of the suit incurred by such Partythe Parties, including but not limited to attorneys’ ' fees and disbursements, travel costs, court costs and other litigation expenses; (b) secondexpenses and, if such suit is related to the Sublicensed IPextent that such recovery is insufficient to fully reimburse each Party, any amounts required to each Party will be paid to Emory University and/or Georgia Tech Research Corporation pursuant to the Emory/GTRC Licensed Agreement shall be so paid; (c) third, (i) if such suit is related to the Licensed Technology or Sublicensed Technology reimbursed pro rata in the NovaMedica Territory, then NovaMedica shall be entitled to receive that portion of the remaining Recoveries reasonably attributable to Net Sales of the Covered Product in the NovaMedica Territory (as determined by a court of competent jurisdiction in a final, nonaccordance with each Party's out-appealable decision); provided, that the Recoveries reasonably attributable to Net Sales of Covered Product to which NovaMedica is entitled after reimbursement of expenses shall be treated as Net Sales for purposes of this Agreement and Clearside shall be entitled to receive NovaMedica Royalty Payments on such constructive Net Sales pursuant to the terms of Section 3.1 as if such Net Sales had occurred during the time period of the infringement, and (ii) if such suit is related to NovaMedica Improvements in the Clearside Territory, then Clearside shall be entitled to receive that portion of the remaining Recoveries reasonably attributable to Net Sales of the Covered Product in the Clearside Territory (as determined by a court of competent jurisdiction in a final, nonof-appealable decision)pocket expenses; and (dii) second, the balance shall be paid as follows: (A) damages designated by the relevant court as multiple or punitive damages shall be paid [**] percent ([**]%) to the Party initiating the suit and [**] percent ([**]%) to the other Party; and (B) any other amounts shall be entitled paid to seventy-five percent (75%)MedCo, and but, to the non-initiating Party extent that MedCo would otherwise owe a royalty to Alnylam if MedCo or its Related Parties had sold the relevant Licensed Product subject to the Competitive Infringement in the Field in the relevant country in the Territory, such balance shall be entitled considered “Net Sales” for purposes of determining royalties owed to twenty five percent (25%), of the balance of the RecoveriesAlnylam hereunder.

Procedures; Expenses and Recoveries. The Party having the right to initiate any infringement suit under Section 7.4.2 8.4.2 or 7.4.3 8.4.3 above shall have the sole and exclusive right to select counsel for any such suit and shall pay all expenses of the suit, including but not limited to attorneys’ fees and court costs and reimbursement of the other Party’s reasonable out-of-pocket expense in rendering assistance requested by the initiating Party. If required under applicable law in order for the initiating Party to initiate and/or maintain such suit, or if either Party is unable to initiate or prosecute such suit solely in its own name or it is otherwise advisable to obtain an effective legal remedy, in each case, the other Party shall join as a party to the suit and will execute and cause its Affiliates to execute all documents necessary for the initiating Party to initiate litigation to prosecute and maintain such action. In addition, at the initiating Party’s request, the other Party shall provide reasonable assistance to the initiating Party in connection with an infringement suit at no charge to the initiating Party except for reimbursement by the initiating Party of reasonable out-of-pocket expenses incurred in rendering such assistance. The non-initiating Party shall have the right to participate and be represented in any such suit by its own counsel at its own expense. If the Parties obtain from a Third Party, in connection with such suit, any damages, license fees, royalties or other compensation (including but not limited to any amount received in settlement of such litigation) (“Recoveries”), such amounts shall be allocated in all cases as follows regardless of which Party brings the enforcement action: (a) first, to reimburse each Party for all expenses of the suit incurred by such Party, including but not limited to attorneys’ fees and disbursements, travel costs, court costs and other litigation expenses; (b) second, if such suit is related to the Sublicensed IP, any amounts required to be paid to Emory University and/or Georgia Tech Research Corporation pursuant to the Emory/GTRC Licensed Agreement shall be so paid; (c) third, (i) if such suit is related to the Licensed Technology or Sublicensed Argos Technology in the NovaMedica Green Cross Territory, then NovaMedica Green Cross shall be entitled to receive that portion of the remaining Recoveries reasonably attributable to Net Sales of the Covered Licensed Product in the NovaMedica Green Cross Territory (as determined by a court of competent jurisdiction in a final, non-appealable decision); provided, that the Recoveries reasonably attributable to Net Sales of Covered Licensed Product to which NovaMedica Green Cross is entitled after reimbursement of expenses shall be treated as Net Sales for purposes of this Agreement and Clearside Argos shall be entitled to receive NovaMedica Royalty Payments royalties on such constructive Net Sales pursuant to the terms of Section 3.1 as if such Net Sales had occurred during the time period of the infringement, and (ii) if such suit is related to NovaMedica Green Cross Improvements in the Clearside Argos Territory, then Clearside Argos shall be entitled to receive that portion of the remaining Recoveries reasonably attributable to Net Sales of the Covered Licensed Product in the Clearside Argos Territory (as determined by a court of competent jurisdiction in a final, non-appealable decision); and (dc) [the Party initiating the suit shall be entitled to seventy-five [**] percent (75[**]%), and the non-initiating Party shall be entitled to twenty five [**] percent (25[**]%), of the balance of the Recoveries].

Procedures; Expenses and Recoveries. The Party having the right to initiate any infringement suit under Section 7.4.2 or 7.4.3 9.4.2 above shall have the sole and exclusive right to select counsel for any such suit and shall pay all expenses of the suit, including but not limited to attorneys’ fees and court costs and reimbursement of the other Party’s reasonable out-of-pocket expense in rendering assistance requested by the initiating Party. If required under applicable law Applicable Law in order for the initiating Party to initiate and/or maintain such suit, or if either Party is unable to initiate or prosecute such suit solely in its own name or it is otherwise advisable to obtain an effective legal remedy, in each case, the other Party shall join as a party to the suit and will execute and cause its Affiliates to execute all documents necessary for the initiating Party to initiate litigation to prosecute and maintain such action. In addition, at the initiating Party’s request, the other Party shall provide reasonable assistance to the initiating Party in connection with an infringement suit at no charge to the initiating Party except for reimbursement by the initiating Party of reasonable out-of-pocket expenses incurred in rendering such assistance. The non-initiating Party shall have the right to participate and be represented in any such suit by its own counsel at its own expense. If the Parties obtain from a Third Party, in connection with such suit, any damages, license fees, royalties or other compensation (including but not limited to any amount received in settlement of such litigation) (“Recoveries”), such amounts shall be allocated in all cases as follows regardless of which Party brings the enforcement action: (a) first, to reimburse each Party for all expenses of the suit incurred by such Party, including but not limited to attorneys’ fees and disbursements, travel costs, court costs and other litigation expenses; (b) second, if such suit is related to the Sublicensed IP, any amounts required to be paid to Emory University and/or Georgia Tech Research Corporation pursuant to the Emory/GTRC Licensed Agreement shall be so paid;; and (c) third, (i) if such suit is related to the Licensed Technology or Sublicensed Technology in the NovaMedica Territory, then NovaMedica Aura shall be entitled to receive that portion of the remaining Recoveries reasonably attributable to as Net Sales of the Covered Licensed Product in the NovaMedica Territory (as determined by a court of competent jurisdiction in a finalTerritory; provided that, non-appealable decision); provided, that the Recoveries reasonably attributable to Net Sales of Covered Product to which NovaMedica is entitled after reimbursement of expenses shall be treated as Net Sales for purposes of this Agreement and Clearside shall be entitled to receive NovaMedica Aura Royalty Payments on such constructive Net Sales pursuant to the terms of Section 3.1 as if such Net Sales had occurred during the time period of the infringement, and (ii) if such suit is related to NovaMedica Improvements in the Clearside Territory, then Clearside shall be entitled to receive that portion of the remaining Recoveries reasonably attributable to Net Sales of the Covered Product in the Clearside Territory (as determined by a court of competent jurisdiction in a final, non-appealable decision); and (d) the Party initiating the suit shall be entitled to seventy-five percent (75%), and the non-initiating Party shall be entitled to twenty five percent (25%), of the balance of the Recoveries.

Procedures; Expenses and Recoveries. The Party having the right to initiate any infringement suit under Section 7.4.2 or 7.4.3 11.4.2 above shall have the sole and exclusive right to select counsel for any such suit and shall pay all expenses of the suit, including but not limited to attorneys’ fees and court costs and reimbursement of the other Party’s reasonable out-of-pocket expense in rendering assistance requested by the initiating Party. If required under applicable law Law in order for the initiating Party to initiate and/or maintain such suit, or if either Party is unable to initiate or prosecute such suit solely in its own name or it is otherwise advisable to obtain an effective legal remedy, in each case, the other Party shall join as a party to the suit and will execute and cause its Affiliates to execute all documents documents, and take all actions, reasonably necessary for the initiating Party to initiate litigation to prosecute and maintain such action. In addition, at the initiating Party’s request, the other Party shall provide other reasonable assistance to the initiating Party in connection with an infringement suit at no charge to the initiating Party except for reimbursement by the initiating Party of reasonable out-of-pocket expenses incurred in rendering such assistance. The non-initiating Party shall have the right to participate and be represented in any such suit under Section 11.4.2(b) or 11.4.2(c) by its own counsel at its own expense. If the Parties obtain from a Third Party, in connection with any such suitsuit under Section 11.4.2(b) or 11.4.2(c), any damages, license fees, royalties or other compensation (including but not limited to any amount received in settlement of such litigation) (“Recoveries”), such amounts shall be allocated in all cases as follows regardless of which Party brings the enforcement actionfollows: (ai) first, to reimburse each Party for all out-of-pocket expenses of the suit incurred by such Partythe Parties, including but not limited to attorneys’ fees and disbursements, travel costs, court costs and other litigation expenses; (b) secondexpenses and, if such suit is related to the Sublicensed IPextent that such recovery is insufficient to fully reimburse each Party, any amounts required to each Party will be paid to Emory University and/or Georgia Tech Research Corporation pursuant to the Emory/GTRC Licensed Agreement shall be so paid; (c) third, (i) if such suit is related to the Licensed Technology or Sublicensed Technology reimbursed pro rata in the NovaMedica Territory, then NovaMedica shall be entitled to receive that portion of the remaining Recoveries reasonably attributable to Net Sales of the Covered Product in the NovaMedica Territory (as determined by a court of competent jurisdiction in a final, nonaccordance with each Party’s out-appealable decision); provided, that the Recoveries reasonably attributable to Net Sales of Covered Product to which NovaMedica is entitled after reimbursement of expenses shall be treated as Net Sales for purposes of this Agreement and Clearside shall be entitled to receive NovaMedica Royalty Payments on such constructive Net Sales pursuant to the terms of Section 3.1 as if such Net Sales had occurred during the time period of the infringement, and (ii) if such suit is related to NovaMedica Improvements in the Clearside Territory, then Clearside shall be entitled to receive that portion of the remaining Recoveries reasonably attributable to Net Sales of the Covered Product in the Clearside Territory (as determined by a court of competent jurisdiction in a final, nonof-appealable decision)pocket expenses; and (dii) second, the balance shall be paid as follows: (A) damages designated by the relevant court as multiple or punitive damages shall be paid [***] percent ([***]%) to the Party initiating the suit and [***] percent ([***]%) to the other Party; and (B) any other amounts shall be entitled paid to seventy-five percent (75%)MedCo, and but, to the non-initiating Party extent that MedCo would otherwise owe a royalty to Alnylam if MedCo or its Related Parties had sold the relevant Licensed Product subject to the Competitive Infringement in the Field in the relevant country in the Territory, such balance shall be entitled considered “Net Sales” for purposes of determining royalties owed to twenty five percent (25%), of the balance of the RecoveriesAlnylam hereunder.

Procedures; Expenses and Recoveries. The Party having the right to initiate any infringement suit under Section 7.4.2 or 7.4.3 above 8.2.2 shall have the sole and exclusive right to select counsel for any such suit and shall pay all expenses of the suit, including but not limited to attorneys’ fees and court costs and reimbursement of the other Party’s reasonable out-of-pocket expense expenses in rendering assistance requested by the initiating Party. If required under applicable law Applicable Law in order for the initiating Party to initiate and/or maintain such suit, or if either Party is unable to initiate or prosecute such suit solely in its own name or it is otherwise advisable to obtain an effective legal remedy, in each case, the other Party shall join as a party to the suit and will execute and cause its Affiliates to execute all documents necessary for the initiating Party to initiate litigation to prosecute and maintain such action. Notwithstanding the foregoing, if OnCore is the initiating Party and so requests, then NeuroVive shall join as a party to the suit and will execute and cause its Affiliates to execute all documents necessary for OnCore to initiate litigation to prosecute and maintain such action. In addition, at the initiating Party’s request, the other Party shall provide reasonable assistance to the initiating Party in connection with an infringement suit at no charge to the initiating Party except for reimbursement by the initiating Party of for reasonable out-of-pocket expenses incurred in rendering such assistance. The non-initiating Party shall have the right to participate and be represented in any such suit by its own counsel at its own expense. If the Parties obtain from a Third Party, in connection with such suit, any damages, license fees, royalties or other compensation (including but not limited to any amount received in settlement of such litigation) (“Recoveries”), such amounts shall be allocated in all cases as follows regardless of which Party brings the enforcement actionfollows: (a) firstin all cases, to reimburse each Party for all expenses of the suit incurred by such Partysuit, including but not limited to attorneys’ fees and disbursements, travel costs, court costs and other litigation expenses;; and (b) second, if such suit is related to the Sublicensed IP, any amounts required to be paid to Emory University and/or Georgia Tech Research Corporation pursuant to the Emory/GTRC Licensed Agreement shall be so paid; (c) third, (i) if such suit is related to the Licensed Technology or Sublicensed Technology in the NovaMedica Territory, then NovaMedica shall be entitled to receive that portion of the remaining Recoveries reasonably attributable amount that relates to Net Sales of the Covered Licensed Product in the NovaMedica Territory (as determined by a court of competent jurisdiction in a final, non-appealable decision); provided, that the Recoveries reasonably attributable to Net Sales of Covered Product to which NovaMedica is entitled after reimbursement of expenses shall be treated as Net Sales for purposes of this Agreement and Clearside shall be entitled to receive NovaMedica Royalty Payments on such constructive Net Sales pursuant to the terms of Section 3.1 as if such Net Sales had occurred during the time period of the infringement, and (ii) if such suit is related to NovaMedica Improvements in the Clearside Territory, then Clearside shall be entitled to receive that portion of the remaining Recoveries reasonably attributable to Net Sales of the Covered Product in the Clearside Territory (as determined by a court of competent jurisdiction in a final, non-appealable decision); and (d) the Party initiating the suit shall be entitled to seventy-five percent (75%), and the non-initiating Party shall be entitled to twenty five percent (25%), of the balance of the Recoveries[***].

Procedures; Expenses and Recoveries. The Party having the right to initiate any infringement claim, action, suit or other proceeding with respect to a Third Party Infringement under Section 7.4.2 or 7.4.3 above 9.10(b) shall have the sole and exclusive right to select counsel for any such claim, action, suit or other proceeding and shall pay all expenses of the suitany such claim, action, suit or other proceeding, including but not limited to attorneys’ fees and court costs and reimbursement of the other Party’s reasonable out-of-pocket expense in rendering assistance requested by the initiating PartyParty in writing. If required under applicable law Applicable Laws in order for the initiating Party to initiate and/or or maintain such suitclaim, action, suit or other proceeding, or if either Party is unable to initiate or prosecute such claim, action, suit or other proceeding solely in its own name or it is otherwise advisable not to do so to obtain an effective legal remedy, in each case, such Party shall provide the other Party with written notice and such other Party shall join as a party to such claim, action, suit or other proceeding and, following the suit and initiating Party’s reasonable written request, will execute and cause its Affiliates to execute all documents documents, and take all actions, reasonably necessary for the initiating Party to initiate litigation to prosecute and maintain such claim, action, suit or other proceeding. In addition, at the initiating Party’s request, the other Party shall provide other reasonable assistance to the initiating Party in connection with an infringement any such claim, action, suit or other proceeding at no charge to the initiating Party Party, except for reimbursement by the initiating Party of reasonable out-of-pocket expenses incurred in rendering such assistance. The non-initiating Party shall have the right to participate and be represented in any such suit under Section 9.10(b)(ii), Section 9.10(b)(iii) or Section 9.10(b)(v), as applicable, by its own counsel at its own expense. If the Parties obtain from a Third Party, in connection with any such suitsuit under Section 9.10(b)(ii), Section 9.10(b)(iii) or Section 9.10(b)(v), any damages, license fees, royalties or other compensation (including but not limited to any amount received in settlement of such litigation) (“Recoveries”), such amounts shall be allocated in all cases as follows regardless of which Party brings the enforcement action: (a) first, subject to reimburse each Party for all expenses of the suit incurred by such Party, including but not limited to attorneys’ fees and disbursements, travel costs, court costs and other litigation expenses; (b) second, if such suit is related to the Sublicensed IP, any amounts required to be paid to Emory University and/or Georgia Tech Research Corporation pursuant to the Emory/GTRC Licensed Agreement shall be so paid; (c) third, (i) if such suit is related to the Licensed Technology or Sublicensed Technology in the NovaMedica Territory, then NovaMedica shall be entitled to receive that portion of the remaining Recoveries reasonably attributable to Net Sales of the Covered Product in the NovaMedica Territory (as determined by a court of competent jurisdiction in a final, non-appealable decision); provided, that the Recoveries reasonably attributable to Net Sales of Covered Product to which NovaMedica is entitled after reimbursement of expenses shall be treated as Net Sales for purposes of this Agreement and Clearside shall be entitled to receive NovaMedica Royalty Payments on such constructive Net Sales pursuant to the terms of Section 3.1 as if such Net Sales had occurred during the time period of the infringement, and (ii) if such suit is related to NovaMedica Improvements in the Clearside Territory, then Clearside shall be entitled to receive that portion of the remaining Recoveries reasonably attributable to Net Sales of the Covered Product in the Clearside Territory (as determined by a court of competent jurisdiction in a final, non-appealable decision); and (d) the Party initiating the suit shall be entitled to seventy-five percent (75%), and the non-initiating Party shall be entitled to twenty five percent (25%), of the balance of the RecoveriesApplicable Laws): [****].

Procedures; Expenses and Recoveries. The Party having the right to initiate any infringement suit or action (including any interference, opposition or invalidation proceedings; the same hereinafter) under Section 7.4.2 or 7.4.3 12.5.2 above (the “Initiating Party”) shall have the sole and exclusive right to select counsel for any such suit or action and shall pay all expenses of the suitsuit or action, including but not limited to attorneys’ fees and court costs and reimbursement of the other Party’s reasonable out-of-pocket expense in rendering assistance requested by the initiating Initiating Party. Should Initiating Party initiate an infringement suit or action under Section 12.5.2, Initiating Party agrees to discuss with the other Party ways to manage the potential risk to the other Party’s Patent Rights in connection with such suit or action, including limiting the number and scope of claims that are asserted in connection with such suit or action. Initiating Party shall use good faith efforts to employ any reasonable measures agreed to by the Parties to manage such potential risk. If required under applicable law Law in order for the initiating Initiating Party to initiate and/or or maintain such suit, or if either the Initiating Party is unable to initiate or prosecute such suit solely in its own name or it is otherwise advisable to obtain an effective legal remedy, in each case, the other Party shall join or participate in as a party to the suit and will shall execute and cause its Affiliates to execute all documents necessary for the initiating Initiating Party to initiate litigation suit to prosecute and maintain such actionsuit. In addition, at the initiating Initiating Party’s request, the other Party shall provide reasonable assistance to the initiating Initiating Party in connection with such an infringement suit at no charge to the initiating Initiating Party except for reimbursement by the initiating Initiating Party of reasonable out-of-pocket expenses incurred in rendering such assistance. The non-initiating Initiating Party shall have the right to participate and be represented in any such suit by its own counsel at its own expense. Neither Party shall enter into any settlement of any Competitive Infringement described in Section 12.5.2 that admits to the invalidity or unenforceability of the Karyopharm Patent Rights, Ono Patent Rights and Joint Patent Rights, incurs any financial or other liability on the part of the other Party or requires an admission of liability, wrongdoing or fault on the part of the other Party, in each case without the other Party’s prior written consent, not to be unreasonably withheld, conditioned or delayed. If the Parties obtain Initiating Party obtains from a Third Party, in connection with such suit, any damages, license fees, royalties or other compensation (including but not limited to any amount received in settlement of such litigation) (“Recoveries”suit), such amounts shall be allocated in all cases as follows regardless of which Party brings the enforcement actionfollows: (a) first, to reimburse each Party for all expenses of the suit incurred by such Partythe Parties, including but not limited to attorneys’ fees and disbursements, travel costs, court costs and other litigation expenses (on a pro rata basis, based on each Party’s respective expenses;, to the extent the recovery is less than all such expenses); and (b) second, if the remainder share be retained by the Initiating Party; provided that in the case of Section 12.5.2 (c), despite of which Party is the Initiating Party, such suit is related to the Sublicensed IP, any amounts required to be paid to Emory University and/or Georgia Tech Research Corporation pursuant to the Emory/GTRC Licensed Agreement remainder shall be so paid; (c) third, (i) if such suit is related to the Licensed Technology or Sublicensed Technology in the NovaMedica Territory, then NovaMedica shall be entitled to receive that portion of the remaining Recoveries reasonably attributable to Net Sales of the Covered Product in the NovaMedica Territory (as determined retained by a court of competent jurisdiction in a final, non-appealable decision); provided, that the Recoveries reasonably attributable to Net Sales of Covered Product to which NovaMedica is entitled after reimbursement of expenses shall be treated as Net Sales for purposes of this Agreement and Clearside shall be entitled to receive NovaMedica Royalty Payments on such constructive Net Sales pursuant to the terms of Section 3.1 as if such Net Sales had occurred during the time period of the infringement, and (ii) if such suit is related to NovaMedica Improvements in the Clearside Territory, then Clearside shall be entitled to receive that portion of the remaining Recoveries reasonably attributable to Net Sales of the Covered Product in the Clearside Territory (as determined by a court of competent jurisdiction in a final, non-appealable decision); and (d) the Party initiating the suit shall be entitled to seventy-five percent (75%), and the non-initiating Party shall be entitled to twenty five percent (25%), of the balance of the Recoveries[**].

Procedures; Expenses and Recoveries. The Party having the right to initiate any infringement suit under Section 7.4.2 9.4.2 or 7.4.3 9.4.3 above shall have the sole and exclusive right to select counsel for any such suit and shall pay all expenses of the suit, including but not limited to attorneys’ fees and court costs and reimbursement of the other Party’s reasonable out-of-pocket expense in rendering assistance requested by the initiating Party. If required under applicable law in order for the initiating Party to initiate and/or maintain such suit, or if either Party is unable to initiate or prosecute such suit solely in its own name or it is otherwise advisable to obtain an effective legal remedy, in each case, the other Party shall join as a party to the suit and will execute and cause its Affiliates to execute all documents necessary for the initiating Party to initiate litigation to prosecute and maintain such action. In addition, at the initiating Party’s request, the other Party shall provide reasonable assistance to the initiating Party in connection with an infringement suit at no charge to the initiating Party except for reimbursement by the initiating Party of reasonable out-of-pocket expenses incurred in rendering such assistance. The non-initiating Party shall have the right to participate and be represented in any such suit by its own counsel at its own expense. If the Parties obtain from a Third Party, in connection with such suit, any damages, license fees, royalties or other compensation (including but not limited to any amount received in settlement of such litigation) (“Recoveries”), such amounts shall be allocated in all cases as follows regardless of which Party brings the enforcement action: (a) first, to reimburse each Party for all expenses of the suit incurred by such Party, including but not limited to attorneys’ fees and disbursements, travel costs, court costs and other litigation expenses; (b) second, if such suit is related to the Sublicensed IP, any amounts required to be paid to Emory University and/or Georgia Tech Research Corporation pursuant to the Emory/GTRC Licensed Agreement shall be so paid; (c) third, (i) if such suit is related to the Licensed Technology or Sublicensed Argos Technology in the NovaMedica China Company Territory, then NovaMedica China Company shall be entitled to receive that portion of the remaining Recoveries reasonably attributable to Net Sales of the Covered a Licensed Product in the NovaMedica China Company Territory (as determined by a court of competent jurisdiction in a final, non-appealable decision); provided, that the Recoveries reasonably attributable to Net Sales of Covered Licensed Product to which NovaMedica China Company is entitled after reimbursement of expenses shall be treated as Net Sales for purposes of this Agreement and Clearside Argos shall be entitled to receive NovaMedica Royalty Payments royalties on such constructive Net Sales pursuant to the terms of Section 3.1 3.2 as if such Net Sales had occurred during the time period of the infringement, and (ii) if such suit is related to NovaMedica China Company Improvements in the Clearside Argos Territory, then Clearside Argos shall be entitled to receive that portion of the remaining Recoveries reasonably attributable to Net Sales of the Covered a Licensed Product in the Clearside Argos Territory (as determined by a court of competent jurisdiction in a final, non-appealable decision); and (dc) the Party initiating the suit shall be entitled to seventy-five [**] percent (75[**]%), and the non-initiating Party shall be entitled to twenty five [**] percent (25[**]%), of the balance of the Recoveries.

Procedures; Expenses and Recoveries. The Party having the right to initiate any infringement suit under Section 7.4.2 8.3.2(a) or 7.4.3 8.3.2(b) above shall have the sole and exclusive right to select counsel for any such suit (which counsel shall be reasonably acceptable to the other Party) and shall pay all expenses of the suit, including but not limited to attorneys’ fees and court costs and reimbursement of the other Party’s reasonable out-of-pocket expense in rendering assistance requested by the initiating Party. If required under applicable law Applicable Law in order for the initiating Party to initiate and/or or maintain such suit, or if either Party is unable to initiate or prosecute such suit solely in its own name or it is 64 THIS EXHIBIT HAS BEEN REDACTED AND IS THE SUBJECT OF A CONFIDENTIAL TREATMENT REQUEST. REDACTED MATERIAL IS MARKED WITH [* * *] AND HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION. otherwise advisable to obtain an effective legal remedy, in each case, the other Party shall join as a party to the suit and will shall execute and cause its Affiliates to execute all documents necessary for the initiating Party to initiate litigation to prosecute and maintain such action. In addition, at The initiating Party will keep the other Party reasonably informed of the status of the infringement suit. At the initiating Party’s request, the other Party shall provide reasonable assistance to the initiating Party in connection with an infringement suit at no charge to the initiating Party except for reimbursement by the initiating Party of reasonable out-of-pocket expenses incurred in rendering such assistance. The non-initiating Party shall have the right to may participate and be represented in any such suit by its own counsel at its own expense. If the Parties obtain from a Third Party, in connection with such suitsuit under Section 8.3.2(a) or 8.3.2(b), any damages, license fees, royalties or other compensation (including but not limited to any amount received in settlement of such litigation) (“Recoveries”), such amounts shall be allocated in all cases as follows regardless of which Party brings the enforcement actionfollows: (a) first, to reimburse each Party for all expenses of the suit incurred by such Partysuit, including but not limited to attorneys’ fees and disbursements, travel costs, court costs and other litigation expenses; ; and (b) second, if such suit is related to the Sublicensed IP, any amounts required to be paid to Emory University and/or Georgia Tech Research Corporation pursuant to the Emory/GTRC Licensed Agreement remaining amount shall be so paid; (c) third, (i) if such suit is related to the Licensed Technology or Sublicensed Technology in the NovaMedica Territory, then NovaMedica shall be entitled to receive that portion of the remaining Recoveries reasonably attributable to Net Sales of the Covered Product in the NovaMedica Territory (as determined by a court of competent jurisdiction in a final, non-appealable decision); provided, that the Recoveries reasonably attributable to Net Sales of Covered Product to which NovaMedica is entitled after reimbursement of expenses shall be treated as Net Sales for purposes of this Agreement and Clearside shall be entitled to receive NovaMedica Royalty Payments on such constructive Net Sales pursuant to the terms of Section 3.1 as if such Net Sales had occurred during the time period of the infringement, and (ii) if such suit is related to NovaMedica Improvements in the Clearside Territory, then Clearside shall be entitled to receive that portion of the remaining Recoveries reasonably attributable to Net Sales of the Covered Product in the Clearside Territory (as determined by a court of competent jurisdiction in a final, non-appealable decision); and (d) the Party initiating the suit shall be entitled to seventy-five percent (75%), and the non-initiating Party shall be entitled to twenty five percent (25%), of the balance of the Recoveries[* * *].

Procedures; Expenses and Recoveries. The Party having the right to initiate any infringement suit under Section 7.4.2 or 7.4.3 8.4(b) above shall have the sole and exclusive right to select counsel for any such suit and shall pay all expenses of the suit, including but not limited to attorneys’ fees and court costs and reimbursement of the other Party’s reasonable out-of-pocket expense in rendering assistance requested by the initiating Party; provided that with respect to any such suit, the Parties may mutually agree to jointly bear such costs and expenses, in which case the allocation of recoveries described below may be adjusted as mutually agreed by the Parties. If required under applicable law Law in order for the initiating Party to initiate and/or or maintain such suit, or if either Party is unable to initiate or prosecute such suit solely in its own name or it is otherwise advisable to obtain an effective legal remedy, in each case, the other Party shall join as a party to the suit and will execute and cause its Affiliates to execute all documents necessary for the initiating Party to initiate litigation to prosecute and maintain such action. In addition, at the initiating Party’s request, the other Party shall provide reasonable assistance to the initiating Party in connection with an infringement suit at no charge to the initiating Party except for reimbursement by the initiating Party of reasonable out-of-pocket expenses incurred in rendering such assistance. The non-initiating Party shall have the right to participate and be represented in any such suit by its own counsel at its own expense. If the Parties obtain from a Third Party, in connection with such suit, any damages, license fees, royalties or other compensation (including but not limited to any amount received in settlement of such litigation) (“Recoveries”)in respect of a Competitive Infringement in the Royalty Territory, such amounts shall be allocated allocated, subject to any adjustment to such allocation agreed by the Parties in all cases as follows regardless of which Party brings connection with an agreement to jointly bear the enforcement action: (a) first, to reimburse each Party for all costs and expenses of the suit incurred by such Partyinfringement action as described above, including but not limited to attorneys’ fees and disbursements, travel costs, court costs and other litigation expenses; (b) second, if such suit is related to the Sublicensed IP, any amounts required to be paid to Emory University and/or Georgia Tech Research Corporation pursuant to the Emory/GTRC Licensed Agreement shall be so paid; (c) third, (i) if such suit is related to the Licensed Technology or Sublicensed Technology in the NovaMedica Territory, then NovaMedica shall be entitled to receive that portion of the remaining Recoveries reasonably attributable to Net Sales of the Covered Product in the NovaMedica Territory (as determined by a court of competent jurisdiction in a final, non-appealable decision); provided, that the Recoveries reasonably attributable to Net Sales of Covered Product to which NovaMedica is entitled after reimbursement of expenses shall be treated as Net Sales for purposes of this Agreement and Clearside shall be entitled to receive NovaMedica Royalty Payments on such constructive Net Sales pursuant to the terms of Section 3.1 as if such Net Sales had occurred during the time period of the infringement, and (ii) if such suit is related to NovaMedica Improvements in the Clearside Territory, then Clearside shall be entitled to receive that portion of the remaining Recoveries reasonably attributable to Net Sales of the Covered Product in the Clearside Territory (as determined by a court of competent jurisdiction in a final, non-appealable decision); and (d) the Party initiating the suit shall be entitled to seventy-five percent (75%), and the non-initiating Party shall be entitled to twenty five percent (25%), of the balance of the Recoveries.follows:

Procedures; Expenses and Recoveries. The Party having the right to initiate any infringement suit under Section 7.4.2 or 7.4.3 above 8.3.2 shall have the sole and exclusive right to select counsel for any such suit and shall pay all expenses of the suit, including but not limited to attorneys’ fees and court costs and reimbursement of the other Party’s reasonable out-of-pocket expense expenses in rendering assistance requested by the initiating Party. If required under applicable law Applicable Law in order for the initiating Party to initiate and/or maintain such suit, or if either Party is unable to initiate or prosecute such suit solely in its own name or it is otherwise advisable to obtain an effective legal remedyname, in each case, the other Party shall join as a party to the suit and will shall execute and cause its Affiliates to execute all documents necessary for the initiating Party to initiate litigation to prosecute and maintain such action. In addition, at the initiating Party’s request, the other Party shall provide reasonable assistance to the initiating Party in connection with an infringement suit at no charge to the initiating Party except for reimbursement by the initiating Party of for reasonable out-of-pocket expenses incurred in rendering such assistance. The non-initiating Party shall have the right to participate and be represented in any such suit by its own counsel at its own expense. If the Parties obtain from a Third Party, in connection with such suit, any damages, license fees, royalties or other compensation (including but not limited any amount received in settlement of such litigation), such amounts shall be allocated as follows: (a) in all cases, first to reimburse the initiating Party for all expenses of the suit, including attorneys’ fees and disbursements, court costs and other litigation expenses, and then to reimburse the other Party for its reasonable attorneys’ fees and disbursements, court costs and other litigation expenses; and (b) if Aevi is the initiating Party, any of the remaining amount that relates to the Molecule or Product shall be treated as if it were Net Sales of Aevi, with MedImmune receiving a royalty on such remaining amount pursuant to the terms of Section 7.3, and the balance being retained by Aevi; and (c) if MedImmune is the initiating Party, MedImmune shall pay Aevi an amount equal to (i) the balance of any damages, license fees, royalties or other compensation (including any amount received in settlement of such litigation) following the deductions set forth in Section 8.3.3(a) multiplied by (“Recoveries”)ii) a fraction, such amounts shall be allocated in all cases as follows regardless the numerator of which Party brings is the enforcement action: (a) first, to reimburse each Party for all expenses of the suit incurred by such Party, including but not limited to reasonable attorneys’ fees and disbursements, travel costscourt costs and other litigation expenses incurred by Aevi in connection with such suit and the denominator of which is the reasonable attorneys’ fees and disbursements, court costs and other litigation expenses; (b) second, if expenses incurred by Aevi and MedImmune in connection with such suit is related to the Sublicensed IP, any amounts required to be paid to Emory University and/or Georgia Tech Research Corporation pursuant to the Emory/GTRC Licensed Agreement shall be so paid; (c) third, (i) if such suit is related to the Licensed Technology or Sublicensed Technology in the NovaMedica Territory, then NovaMedica shall be entitled to receive that portion of the remaining Recoveries reasonably attributable to Net Sales of the Covered Product in the NovaMedica Territory (as determined by a court of competent jurisdiction in a final, non-appealable decision); provided, that the Recoveries reasonably attributable to Net Sales of Covered Product to which NovaMedica is entitled after reimbursement of expenses shall be treated as Net Sales for purposes of this Agreement and Clearside shall be entitled to receive NovaMedica Royalty Payments on such constructive Net Sales pursuant to the terms of Section 3.1 as if such Net Sales had occurred during the time period of the infringement, and (ii) if such suit is related to NovaMedica Improvements in the Clearside Territory, then Clearside shall be entitled to receive that portion of the remaining Recoveries reasonably attributable to Net Sales of the Covered Product in the Clearside Territory (as determined by a court of competent jurisdiction in a final, non-appealable decision); and (d) the Party initiating the suit shall be entitled to seventy-five percent (75%), and the non-initiating Party shall be entitled to twenty five percent (25%), of the balance of the Recoveriessuit.

Procedures; Expenses and Recoveries. The Party having the right to initiate any infringement suit under Section 7.4.2 13.4.2(a) or 7.4.3 (b) above shall have the sole and exclusive right to select counsel for any such suit and shall pay all expenses of the suit, including but not limited to attorneys’ fees and court costs and reimbursement of the other Party’s reasonable out-of-pocket expense in rendering assistance requested by the initiating Party. If required under applicable law in order for the initiating Party to initiate and/or maintain such suit, or if either Party is unable to initiate or prosecute such suit solely in its own name or it is otherwise advisable to obtain an effective legal remedy, in each case, the other Party shall join as a party to the suit and will execute and cause its Affiliates to execute all documents necessary for the initiating Party to initiate litigation to prosecute and maintain such action. In addition, at the initiating Party’s request, the other Party shall provide reasonable assistance to the initiating Party in connection with an infringement suit at no charge to the initiating Party except for reimbursement by the initiating Party of reasonable out-of-pocket expenses incurred in rendering such assistance. The non-initiating Party shall have the right to participate and be represented in any such suit by its own counsel at its own expense. If the Parties obtain from a Third Party, in connection with such suit, any damages, license fees, royalties or other compensation (including but not limited to any amount received in settlement of such litigation) (“Recoveries”), such amounts shall be allocated in all cases as follows regardless of which Party brings the enforcement action: (a) first, to reimburse each Party for all expenses of the suit incurred by such Party, including but not limited to attorneys’ fees and disbursements, travel costs, court costs and other litigation expenses; (b) second, if such suit is related to the Sublicensed IP, any amounts required to be paid to Emory University and/or Georgia Tech Research Corporation pursuant to the Emory/GTRC Licensed Agreement shall be so paid; (c) third, (i) if such suit is related to the Licensed Technology or Sublicensed Argos Technology in the NovaMedica TerritoryTerritory and is attributable to a time period in which the Commercial License is in effect, then NovaMedica MEDcell shall be entitled to receive that portion of the remaining Recoveries reasonably attributable to Net Sales of the Covered Licensed Product in the NovaMedica Territory in the Field (as determined by a court of competent jurisdiction in a final, non-appealable decision); provided, that the Recoveries reasonably attributable to Net Sales of Covered Licensed Product to which NovaMedica MEDcell is entitled after reimbursement of expenses shall be treated as Net Sales for purposes of this Agreement and Clearside Argos shall be entitled to receive NovaMedica Royalty Payments royalties on such constructive Net Sales pursuant to the terms of Section 3.1 9.2.2 as if such Net Sales had occurred during the time period of the infringement, and (ii) if such suit is related to NovaMedica Medinet Improvements in the Clearside TerritoryTerritory for any period in which the Commercial License is not in effect, then Clearside Argos shall be entitled to receive that portion of the remaining Recoveries reasonably attributable to Net Sales of the Covered Licensed Product in the Clearside Territory (as determined by a court of competent jurisdiction in a final, non-appealable decision); and (dc) the Party initiating the suit shall be entitled to seventy-five [**] percent (75[**]%), and the non-initiating Party shall be entitled to twenty five [**] percent (25[**]%), of the balance of the Recoveries.

Procedures; Expenses and Recoveries. The Party having the right to initiate any infringement suit or action (including any interference, opposition or invalidation proceedings; the same hereinafter) under Section 7.4.2 or 7.4.3 12.5.2 above (the “Initiating Party”) shall have the sole and exclusive right to select counsel for any such suit or action and shall pay all expenses of the suitsuit or action, including but not limited to attorneys’ fees and court costs and reimbursement of the other Party’s reasonable out-of-pocket expense in rendering assistance requested by the initiating Initiating Party. Should Initiating Party initiate an infringement suit or action under Section 12.5.2, Initiating Party agrees to discuss with the other Party ways to manage the potential risk to the other Party’s Patent Rights in connection with such suit or action, including limiting the number and scope of claims that are asserted in connection with such suit or action. Initiating Party shall use good faith efforts to employ any reasonable measures agreed to by the Parties to manage such potential risk. If required under applicable law Law in order for the initiating Initiating Party to initiate and/or or maintain such suit, or if either the Initiating Party is unable to initiate or prosecute such suit solely in its own name or it is otherwise advisable to obtain an effective legal remedy, in each case, the other Party shall join or participate in as a party to the suit and will shall execute and cause its Affiliates to execute all documents necessary for the initiating Initiating Party to initiate litigation suit to prosecute and maintain such actionsuit. In addition, at the initiating Initiating Party’s request, the other Party shall provide reasonable assistance to the initiating Initiating Party in connection with such an infringement suit at no charge to the initiating Initiating Party except for reimbursement by the initiating Initiating Party of reasonable out-of-pocket expenses incurred in rendering such assistance. The non-initiating Initiating Party shall have the right to participate and be represented in any such suit by its own counsel at its own expense. Neither Party shall enter into any settlement of any Competitive Infringement described in Section 12.5.2 that admits to the invalidity or unenforceability of the Karyopharm Patent Rights, Antengene Patent Rights and Joint Patent Rights, incurs any financial or other liability on the part of the other Party or requires an admission of liability, wrongdoing or fault on the part of the other Party, in each case without the other Party’s prior written consent, not to be unreasonably withheld, conditioned or delayed. If the Parties obtain Initiating Party obtains from a Third Party, in connection with such suit, any damages, license fees, royalties or other compensation (including but not limited to any amount received in settlement of such litigation) (“Recoveries”suit), such amounts shall be allocated in all cases as follows regardless of which Party brings the enforcement actionfollows: (a) first, to reimburse each Party for all expenses of the suit incurred by such Partythe Parties, including but not limited to attorneys’ fees and disbursements, travel costs, court costs and other litigation expenses (on a pro rata basis, based on each Party’s respective expenses;, to the extent the recovery is less than all such expenses); and (b) second, if the remainder share be retained by the Initiating Party; provided that in the case of Section 12.5.2 (c), despite of which Party is the Initiating Party, such suit is related to the Sublicensed IP, any amounts required to be paid to Emory University and/or Georgia Tech Research Corporation pursuant to the Emory/GTRC Licensed Agreement remainder shall be so paid; (c) third, (i) if such suit is related to the Licensed Technology or Sublicensed Technology in the NovaMedica Territory, then NovaMedica shall be entitled to receive that portion of the remaining Recoveries reasonably attributable to Net Sales of the Covered Product in the NovaMedica Territory (as determined retained by a court of competent jurisdiction in a final, non-appealable decision); provided, that the Recoveries reasonably attributable to Net Sales of Covered Product to which NovaMedica is entitled after reimbursement of expenses shall be treated as Net Sales for purposes of this Agreement and Clearside shall be entitled to receive NovaMedica Royalty Payments on such constructive Net Sales pursuant to the terms of Section 3.1 as if such Net Sales had occurred during the time period of the infringement, and (ii) if such suit is related to NovaMedica Improvements in the Clearside Territory, then Clearside shall be entitled to receive that portion of the remaining Recoveries reasonably attributable to Net Sales of the Covered Product in the Clearside Territory (as determined by a court of competent jurisdiction in a final, non-appealable decision); and (d) the Party initiating the suit shall be entitled to seventy-five percent (75%), and the non-initiating Party shall be entitled to twenty five percent (25%), of the balance of the Recoveries[**].

Procedures; Expenses and Recoveries. The Party having the right to initiate any infringement suit under Section 7.4.2 6.4.2 or 7.4.3 6.4.3 above shall have the sole and exclusive right to select counsel for any such suit and shall pay all expenses of the suit, including but not limited to attorneys’ ' fees and court costs and reimbursement of the other Party’s 's reasonable out-of-pocket expense in rendering assistance requested by the initiating Party. If required under applicable law in order for the initiating Party to initiate and/or maintain such suit, or if either Party is unable to initiate or prosecute such suit solely in its own name or it is otherwise advisable to obtain an effective legal remedy, in each case, the other Party shall join as a party to the suit and will execute and cause its Affiliates to execute all documents necessary for the initiating Party to initiate litigation to prosecute and maintain such action. In addition, at the initiating Party’s 's request, the other Party shall provide reasonable assistance to the initiating Party in connection with an infringement suit at no charge to the initiating Party except for reimbursement by the initiating Party of reasonable out-of-pocket expenses incurred in rendering such assistance. The non-initiating Party shall have the right to participate and be represented in any such suit by its own counsel at its own expense. If the Parties obtain from a Third Party, in connection with such suit, any damages, license fees, royalties or other compensation (including but not limited to any amount received in settlement of such litigation) (“Recoveries”), such amounts shall be allocated in all cases as follows regardless of which Party brings the enforcement actionfollows: (a) firstIn all cases, to reimburse each Party for all expenses of the suit incurred by such Partysuit, including but not limited to attorneys’ ' fees and disbursements, travel costs, court costs and other litigation expenses;; and (b) secondsubject to Section 6.4.4(d), if such the infringement suit is related to the Sublicensed IP, any amounts required to be paid to Emory University and/or Georgia Tech Research Corporation pursuant to the Emory/GTRC Licensed Agreement shall be so paid; (c) third, (i) if such suit is related to the Licensed Technology or Sublicensed Technology in the NovaMedica Territorywas initiated by Biogen Idec, then NovaMedica shall be entitled to receive that portion any of the remaining Recoveries reasonably attributable amount that relates to Net Sales of the Covered JCV RNAi Product in the NovaMedica Territory (as determined by a court of competent jurisdiction in a final, non-appealable decision); provided, that the Recoveries reasonably attributable to Net Sales of Covered Product to which NovaMedica is entitled after reimbursement of expenses shall be treated as if it were Net Sales for purposes of this Agreement and Clearside shall be entitled to receive NovaMedica Royalty Payments Biogen Idec, with Alnylam receiving a royalty on such constructive Net Sales remaining amount pursuant to the terms of Section 3.1 as if such Net Sales had occurred during the time period of the infringement5.3.1, and the balance being retained by Biogen Idec; (iic) subject to Section 6.4.4(d), if such the infringement suit is related to NovaMedica Improvements in the Clearside Territorywas initiated by Alnylam, then Clearside shall be entitled Alnylam will pay to receive that portion Biogen Idec out of the remaining Recoveries reasonably attributable portion that relates to the JCV RNAi Product an amount equal to the amount of royalties that Alnylam would have received under Section 5.3.1 had such portion been Net Sales of Biogen Idec, and the Covered Product in the Clearside Territory (as determined balance being retained by a court of competent jurisdiction in a final, non-appealable decision)Alnylam; and (d) if the Party initiating the infringement suit shall be entitled was initiated by Alnylam pursuant to seventy-five percent (75%Section 6.4.2(b), and then Alnylam shall receive the non-initiating Party shall be entitled to twenty five percent (25%), full amount remaining after reimbursement of the balance of the RecoveriesParties pursuant to Section 6.4.4(a).

Procedures; Expenses and Recoveries. The Party having the right to initiate any infringement suit under Section 7.4.2 8.4.2 or 7.4.3 8.4.3 above shall have the sole and exclusive right to select counsel for any such suit and shall pay all expenses of the suit, including but not limited to attorneys’ fees and court costs and reimbursement of the other Party’s reasonable out-of-pocket expense in rendering assistance requested by the initiating Party. If required under applicable law in order for the initiating Party to initiate and/or maintain such suit, or if either Party is unable to initiate or prosecute such suit solely in its own name or it is otherwise advisable to obtain an effective legal remedy, in each case, the other Party shall join as a party to the suit and will execute and cause its Affiliates to execute all documents necessary for the initiating Party to initiate litigation to prosecute and maintain such action. In addition, at the initiating Party’s request, the other Party shall provide reasonable assistance to the initiating Party in connection with an infringement suit at no charge to the initiating Party except for reimbursement by the initiating Party of reasonable out-of-pocket expenses incurred in rendering such assistance. The non-initiating Party shall have the right to participate and be represented in any such suit by its own counsel at its own expense. If the Parties obtain from a Third Party, in connection with such suit, any damages, license fees, royalties or other compensation (including but not limited to any amount received in settlement of such litigation) (“Recoveries”), such amounts shall be allocated in all cases as follows regardless of which Party brings the enforcement action: (a) first, to reimburse each Party for all expenses of the suit incurred by such Party, including but not limited to attorneys’ fees and disbursements, travel costs, court costs and other litigation expenses; (b) second, if such suit is related to the Sublicensed IP, any amounts required to be paid to Emory University and/or Georgia Tech Research Corporation pursuant to the Emory/GTRC Licensed Agreement shall be so paid; (c) third, (i) if such suit is related to the Licensed Technology or Sublicensed Argos Technology in the NovaMedica Pharmstandard Territory, then NovaMedica Pharmstandard shall be entitled to receive that portion of the remaining Recoveries reasonably attributable to Net Sales of the Covered Licensed Product in the NovaMedica Pharmstandard Territory (as determined by a court of competent jurisdiction in a final, non-appealable decision); provided, that the Recoveries reasonably attributable to Net Sales of Covered Licensed Product to which NovaMedica Pharmstandard is entitled after reimbursement of expenses shall be treated as Net Sales for purposes of this Agreement and Clearside Argos shall be entitled to receive NovaMedica Royalty Payments royalties on such constructive Net Sales pursuant to the terms of Section 3.1 as if such Net Sales had occurred during the time period of the infringement, and (ii) if Argos has been granted a license under such Pharmstandard Improvements and such suit is related to NovaMedica Pharmstandard Improvements in the Clearside Argos Territory, then Clearside Argos shall be entitled to receive that portion of the remaining Recoveries reasonably attributable to Net Sales of the Covered Licensed Product in the Clearside Argos Territory (as determined by a court of competent jurisdiction in a final, non-appealable decision); provided, that the Recoveries reasonably attributable net sales of such product to which Argos is entitled after reimbursement of expenses shall be shall be subject to any applicable royalty in the Parties’ Agreement with respect to such Pharmstandard Improvement; and (dc) the Party initiating the suit shall be entitled to seventy-five [**] percent (75[**]%), and the non-initiating Party shall be entitled to twenty five [**] percent (25[**]%), of the balance of the Recoveries.

Procedures; Expenses and Recoveries. The Party having the right to initiate any infringement suit under Section 7.4.2 13.4.2(a) or 7.4.3 (b) above shall have the sole and exclusive right to select counsel for any such suit and shall pay all expenses of the suit, including but not limited to attorneys’ fees and court costs and reimbursement of the other Party’s reasonable out-of-pocket expense in rendering assistance requested by the initiating Party. If required under applicable law in order for the initiating Party to initiate and/or maintain such suit, or if either Party is unable to initiate or prosecute such suit solely in its own name or it is otherwise advisable to obtain an effective legal remedy, in each case, the other Party shall join as a party to the suit and will execute and cause its Affiliates to execute all documents necessary for the initiating Party to initiate litigation to prosecute and maintain such action. In addition, at the initiating Party’s request, the other Party shall provide reasonable assistance to the initiating Party in connection with an infringement suit at no charge to the initiating Party except for reimbursement by the initiating Party of reasonable out-of-pocket expenses incurred in rendering such assistance. The non-initiating Party shall have the right to participate and be represented in any such suit by its own counsel at its own expense. If the Parties obtain from a Third Party, in connection with such suit, any damages, license fees, royalties or other compensation (including but not limited to any amount received in settlement of such litigation) (“Recoveries”), such amounts shall be allocated in all cases as follows regardless of which Party brings the enforcement action: (a) first, to reimburse each Party for all expenses of the suit incurred by such Party, including but not limited to attorneys’ fees and disbursements, travel costs, court costs and other litigation expenses; (b) second, if such suit is related to the Sublicensed IP, any amounts required to be paid to Emory University and/or Georgia Tech Research Corporation pursuant to the Emory/GTRC Licensed Agreement shall be so paid; (c) third, (i) if such suit is related to the Licensed Technology or Sublicensed Argos Technology in the NovaMedica TerritoryTerritory and is attributable to a time period in which the Commercial License is in effect, then NovaMedica Medinet shall be entitled to receive that portion of the remaining Recoveries reasonably attributable to Net Sales of the Covered Licensed Product in the NovaMedica Territory in the Field (as determined by a court of competent jurisdiction in a final, non-appealable decision); provided, that the Recoveries reasonably attributable to Net Sales of Covered Licensed Product to which NovaMedica Medinet is entitled after reimbursement of expenses shall be treated as Net Sales for purposes of this Agreement and Clearside Argos shall be entitled to receive NovaMedica Royalty Payments royalties on such constructive Net Sales pursuant to the terms of Section 3.1 9.2.2 as if such Net Sales had occurred during the time period of the infringement, and (ii) if such suit is related to NovaMedica Medinet Improvements in the Clearside TerritoryTerritory for any period in which the Commercial License is not in effect, then Clearside Argos shall be entitled to receive that portion of the remaining Recoveries reasonably attributable to Net Sales of the Covered Licensed Product in the Clearside Territory (as determined by a court of competent jurisdiction in a final, non-appealable decision); and (dc) the Party initiating the suit shall be entitled to seventy-five [**] percent (75[**]%), and the non-initiating Party shall be entitled to twenty five [**] percent (25[**]%), of the balance of the Recoveries.

Procedures; Expenses and Recoveries. The Party having the right to initiate any infringement suit under Section 7.4.2 or 7.4.3 8.4(b) above shall have the sole and exclusive right to select counsel for any such suit and shall pay all expenses of the suit, including but not limited to attorneys’ fees and court costs and reimbursement of the other Party’s reasonable out-of-pocket expense in rendering assistance requested by the initiating Party; provided that with respect to any such suit, the Parties may mutually agree to jointly bear such costs and expenses, in which case the allocation of recoveries described below may be adjusted as mutually agreed by the Parties. If required under applicable law Law in order for the initiating Party to initiate and/or or maintain such suit, or if either Party is unable to initiate or prosecute such suit solely in its own name or it is otherwise advisable to obtain an effective legal remedy, in each case, the other Party shall join as a party to the suit and will execute and cause its Affiliates to execute all documents necessary for the initiating Party to initiate litigation to prosecute and maintain such action. In addition, at the initiating Party’s request, the other Party shall provide reasonable assistance to the initiating Party in connection with an infringement suit at no charge to the initiating Party except for reimbursement by the initiating Party of reasonable out-of-pocket expenses incurred in rendering such assistance. The non-initiating Party shall have the right to participate and be represented in any such suit by its own counsel at its own expense. If the Parties obtain from a Third Party, in connection with such suit, any damages, license fees, royalties or other compensation (including but not limited to any amount received in settlement of such litigation) (“Recoveries”)in respect of a Competitive Infringement in the Royalty Territory, such amounts shall be allocated allocated, subject to any adjustment to such allocation agreed by the Parties in all cases connection with an agreement to jointly bear the costs and expenses of the infringement action as follows regardless of which Party brings the enforcement actiondescribed above, as follows: (ai) first, to reimburse each Party for all expenses of the suit incurred by such Party, including but not limited to attorneys’ fees and disbursements, travel costs, court costs and other litigation expenses; (bii) second, if such suit is related to [**] percent ([**]%) of the Sublicensed IP, any amounts required balance to be paid to Emory University and/or Georgia Tech Research Corporation pursuant to the Emory/GTRC Licensed Agreement shall be so paid; (c) third, (i) if such suit is related to Party initiating the Licensed Technology or Sublicensed Technology in the NovaMedica Territory, then NovaMedica shall be entitled to receive that portion of the remaining Recoveries reasonably attributable to Net Sales of the Covered Product in the NovaMedica Territory (as determined by a court of competent jurisdiction in a final, non-appealable decision); provided, that the Recoveries reasonably attributable to Net Sales of Covered Product to which NovaMedica is entitled after reimbursement of expenses shall be treated as Net Sales for purposes of this Agreement and Clearside shall be entitled to receive NovaMedica Royalty Payments on such constructive Net Sales pursuant to the terms of Section 3.1 as if such Net Sales had occurred during the time period of the infringement, and (ii) if such suit is related to NovaMedica Improvements in the Clearside Territory, then Clearside shall be entitled to receive that portion of the remaining Recoveries reasonably attributable to Net Sales of the Covered Product in the Clearside Territory (as determined by a court of competent jurisdiction in a final, non-appealable decision)suit; and (diii) third, the Party initiating remainder to be paid to the other Party. With respect to any such suit in the Profit-Share Territory, any damages, license fees, royalties or other compensation (including any amount received in settlement of such litigation) in respect of a Competitive Infringement in the Profit-Share Territory, shall be entitled to seventy-five percent (75%), and the non-initiating Party shall be entitled to twenty five percent (25%), of the balance of the Recoveries[**].

Procedures; Expenses and Recoveries. The Party having the right to initiate any infringement suit under Section 7.4.2 or 7.4.3 above 8.2.2 shall have the sole and exclusive right to select counsel for any such suit and shall pay all expenses of the suit, including but not limited to attorneys’ fees and court costs and reimbursement of the other Party’s reasonable out-of-pocket expense expenses in rendering assistance requested by the initiating Party. If required under applicable law Applicable Law in order for the initiating Party to initiate and/or maintain such suit, or if either Party is unable to initiate or prosecute such suit solely in its own name or it is otherwise advisable to obtain an effective legal remedy, in each case, the other Party shall join as a party to the suit and will execute and cause its Affiliates to execute all documents necessary for the initiating Party to initiate litigation to prosecute and maintain such action. Notwithstanding the foregoing, if Licensee is the initiating Party and so requests, then Forendo shall join as a party to the suit and will execute and cause its Affiliates to execute all documents necessary for Licensee to initiate litigation to prosecute and maintain such action. In addition, at the initiating Party’s request, the other Party shall provide reasonable assistance to the initiating Party in connection with an infringement suit at no charge to the initiating Party except for reimbursement by the initiating Party of for reasonable out-of-pocket expenses incurred in rendering such assistance. The non-initiating Party shall have the right to participate and be represented in any such suit by its own counsel at its own expense. If the Parties obtain from a Third Party, in connection with such suit, any damages, license fees, royalties or other compensation (including but not limited to any amount received in settlement of such litigation) (“Recoveries”), such amounts shall be allocated in all cases as follows regardless of which Party brings the enforcement actionfollows: (a) firstin all cases, first to reimburse each Party Licensee for all expenses of the suit incurred by such Partysuit, including but not limited to attorneys’ fees and disbursements, travel costs, court costs and other litigation expenses;, and then to reimburse Forendo for its reasonable attorneys’ fees and disbursements, court costs and other litigation expenses; and (b) second, if such suit is related to the Sublicensed IP, any amounts required to be paid to Emory University and/or Georgia Tech Research Corporation pursuant to the Emory/GTRC Licensed Agreement shall be so paid; (c) third, (i) if such suit is related to the Licensed Technology or Sublicensed Technology in the NovaMedica Territory, then NovaMedica shall be entitled to receive that portion of the remaining Recoveries reasonably attributable amount that relates to Net Sales of the Covered Licensed Product in the NovaMedica Territory (as determined by a court of competent jurisdiction in a final, non-appealable decision); provided, that the Recoveries reasonably attributable to Net Sales of Covered Product to which NovaMedica is entitled after reimbursement of expenses shall be treated as if it were Net Sales for purposes of this Agreement and Clearside shall be entitled to receive NovaMedica Royalty Payments Licensee, with Forendo receiving a royalty on such constructive Net Sales remaining amount pursuant to the terms of Section 3.1 as if such Net Sales had occurred during the time period of the infringement, and (ii) if such suit is related to NovaMedica Improvements in the Clearside Territory, then Clearside shall be entitled to receive that portion of the remaining Recoveries reasonably attributable to Net Sales of the Covered Product in the Clearside Territory (as determined by a court of competent jurisdiction in a final, non-appealable decision); and (d) the Party initiating the suit shall be entitled to seventy-five percent (75%)7.4, and the non-initiating Party shall be entitled to twenty five percent (25%), of the balance of the Recoveriesbeing retained by Licensee.

Procedures; Expenses and Recoveries. The Party having the right to initiate any infringement suit enforcement action under Section 7.4.2 or 7.4.3 above 7.3.2 shall have the sole and exclusive right to select counsel for any such suit and shall pay all expenses of the suit, including but not limited to attorneys’ fees and court costs and reimbursement of the other Party’s reasonable out-of-pocket expense expenses in rendering assistance requested by the initiating Party. If required under applicable law Applicable Law in order for the initiating Party to initiate and/or or maintain such suit, or if either Party is unable to initiate or prosecute such suit solely in its own name or it is otherwise advisable to obtain an effective legal remedyname, in each case, the other Party shall join as a party to the suit and will shall execute and cause its Affiliates to execute all documents necessary for the initiating Party to initiate litigation to prosecute and maintain such action. In addition, at the initiating Party’s request, the other Party shall provide reasonable assistance to the initiating Party in connection with an infringement suit at no charge to the initiating Party except for reimbursement by the initiating Party of for reasonable out-of-pocket expenses incurred in rendering such assistance. The non-initiating Party shall have the right to participate and be represented in any such suit by its own counsel at its own expense. If the Parties obtain from a Third Party, in connection with such suit, any damages, license fees, royalties or other compensation (including but not limited to any amount received in settlement of such litigation) (“Recoveries”), such amounts shall be allocated in all cases as follows regardless of which Party brings the enforcement actionfollows: (a) firstin all cases, first to reimburse each the initiating Party for all expenses of the suit incurred by such Partysuit, including but not limited to attorneys’ fees and disbursements, travel costscourt costs and other litigation expenses, and then to reimburse the other Party for its reasonable attorneys’ fees and disbursements, court costs and other litigation expenses; (b) second, if such suit Licensee is related to the Sublicensed IPinitiating Party, any amounts required to be paid to Emory University and/or Georgia Tech Research Corporation pursuant to the Emory/GTRC Licensed Agreement shall be so paid; (c) third, (i) if such suit is related to the Licensed Technology or Sublicensed Technology in the NovaMedica Territory, then NovaMedica shall be entitled to receive that portion of the remaining Recoveries reasonably attributable amount that relates to Net Sales of the Covered a Molecule or Product in the NovaMedica Territory (as determined by a court of competent jurisdiction in a final, non-appealable decision); provided, that the Recoveries reasonably attributable to Net Sales of Covered Product to which NovaMedica is entitled after reimbursement of expenses shall be treated as if it were Net Sales for purposes of this Agreement and Clearside shall be entitled to receive NovaMedica Royalty Payments Licensee, with Xxxxx receiving a royalty on such constructive Net Sales remaining amount pursuant to the terms of Section 3.1 as if such Net Sales had occurred during the time period of the infringement6.4.1 (without adjustment thereof), and (ii) if such suit is related to NovaMedica Improvements in the Clearside Territory, then Clearside shall be entitled to receive that portion of the remaining Recoveries reasonably attributable to Net Sales of the Covered Product in the Clearside Territory (as determined balance being retained by a court of competent jurisdiction in a final, non-appealable decision)Licensee; and (dc) if Xxxxx is the Party initiating the suit Party, Xxxxx shall be entitled pay Licensee an amount equal to seventy-five percent (75%), and the non-initiating Party shall be entitled to twenty five percent (25%), of i) the balance of any damages, license fees, royalties or other compensation (including any amount received in settlement of such litigation) following the Recoveriesdeductions set forth in Section 7.3.3(a) multiplied by (ii) a fraction, the numerator of which is the reasonable attorneys’ fees and disbursements, court costs and other litigation expenses incurred by Licensee in connection with such suit and the denominator of which is the reasonable attorneys’ fees and disbursements, court costs and other litigation expenses incurred by Licensee, Xxxxx, and all Affiliates of the foregoing in connection with such suit.

Procedures; Expenses and Recoveries. The Party having the right to initiate any infringement suit under pursuant to Section 7.4.2 or 7.4.3 10.3.2 above shall have the sole and exclusive right to select counsel for any such suit suit, and shall pay all expenses of the suit, including but not limited to attorneys’ legal fees and court costs and reimbursement of the other Party’s reasonable out-of-pocket expense in rendering assistance requested by the initiating Party. If required under applicable law in order for the initiating Party to Confidential 56 initiate and/or maintain such suit, or if either the initiating Party is unable to initiate or prosecute such suit solely in its own name or it is otherwise advisable to obtain an effective legal remedy, in each case, the other Party shall join as a party to the suit and will execute and cause its Affiliates to execute all documents necessary for the initiating Party to initiate litigation to prosecute and maintain such action. In addition, at the initiating Party’s request, the other Party shall provide reasonable assistance to the initiating Party in connection with an infringement suit at no charge to the initiating Party except for reimbursement by the initiating Party of reasonable out-of-pocket expenses incurred in rendering such assistance. The non-initiating other Party shall have the right to participate and be represented in any such suit by its own counsel at its own expense, and to share equally all expenses of such suit if it so elects. If the Parties obtain from a Third Party, in connection with such suit, any damages, license fees, royalties or other compensation (including but not limited to any amount received in settlement of such litigation) (“Recoveries”), such amounts shall be allocated in all cases as follows regardless of which Party brings the enforcement action: (a) firstcases, first to reimburse each Party for all expenses of the suit incurred by such Partysuit, including but not limited to attorneys’ legal fees and disbursements, travel costs, court costs and other litigation expenses;; with the balance being allocated as follows: (b) second, if such suit is related to the Sublicensed IP, any amounts required to be paid to Emory University and/or Georgia Tech Research Corporation pursuant to the Emory/GTRC Licensed Agreement shall be so paid; (c) third, (i) if such suit is related to the Licensed Technology or Sublicensed Technology in the NovaMedica Territory, then NovaMedica shall be entitled to receive that portion case of the remaining Recoveries reasonably attributable to Net Sales amounts received in respect of the Covered Product in the NovaMedica Territory (as determined by a court an infringement of competent jurisdiction Exclusively Licensed Tekmira IP in a finalsuit brought by Alnylam pursuant to Section 10.3.2(a) with respect to an Alnylam Royalty Product, non-appealable decision); provided, that the Recoveries reasonably attributable to Net Sales of Covered Product to which NovaMedica is entitled such amount remaining after reimbursement deduction of expenses as set forth above shall be treated as if it were Net Sales for purposes of this Agreement and Clearside shall be entitled to receive NovaMedica such Alnylam Royalty Payments Product, with Tekmira receiving a royalty on such constructive Net Sales remaining amount pursuant to the terms of Section 3.1 as if such Net Sales had occurred during 7.3.1; and the time period of the infringement, and balance being retained by Alnylam; or (ii) if such suit is related to NovaMedica Improvements in the Clearside Territorycase of amounts received in respect of an infringement suit brought by Tekmira pursuant to Section 10.3.2(b), then Clearside the entire such amount remaining after deduction of expenses as set forth above shall be entitled retained by Tekmira; or (iii) in the case of amounts received in respect of an infringement of Alnylam RNAi Technology, Alnylam IOC Technology or Alnylam Collaboration IP in a suit brought by Alnylam pursuant to receive that portion Section 10.3.2(c), such amount remaining after deduction of expenses as set forth above shall be retained by Alnylam; or (iv) in the case of amounts received in respect of an infringement suit brought by Tekmira pursuant to the proviso in Section 10.3.2(c) with respect to an IOC Product, such amount remaining Recoveries reasonably attributable to after deduction of expenses as set forth above shall be treated as if it were Net Sales of such IOC Product, with Alnylam receiving a royalty on such remaining amount pursuant to the Covered Product terms of Section 7.3.2; and the balance being retained by Tekmira; or (v) in the Clearside Territory (case of amounts received in respect of an infringement suit brought by either Party with respect to Joint Collaboration IP that is Non-Exclusively Licensed Tekmira IP pursuant to Section 10.3.2(d), the entire such amount remaining after deduction of expenses as determined by a court of competent jurisdiction in a final, non-appealable decision); and (d) set forth above shall be paid to the Party initiating conducting the suit shall be entitled to seventy-five percent (75%)litigation, or shared equally if both Parties participated voluntarily throughout the litigation and the non-initiating Party shall be entitled to twenty five percent (25%), of the balance of the Recoveriesshared its expenses.

Procedures; Expenses and Recoveries. The Party having the right to initiate any infringement suit or defend a Defensive Action under Section 7.4.2 or 7.4.3 above shall 9.3.2 (the “Controlling Party”) will have the sole and exclusive right to select counsel for and control any such suit and shall pay all or Defensive Action. The expenses of the suitsuit or the Defensive Action, including but not limited to attorneys’ fees and court costs and reimbursement reasonable Out-of-Pocket Costs of the other Party (the “Cooperating Party’s reasonable out-of-pocket expense ”) in rendering assistance requested by the initiating PartyControlling Party (“Enforcement Expense”) will be *****. If required under applicable law Applicable Law in order for the initiating Controlling Party to initiate and/or maintain such suitsuit or to defend the Defensive Action, or if either Party is unable to initiate or prosecute such suit or defend the Defensive Action solely in its own name or it is otherwise advisable to obtain an effective legal remedy, in each case, the other Party shall will join as a party to the suit or Defensive Action and will execute and cause its Affiliates to execute all documents necessary for the initiating Controlling Party to initiate litigation to prosecute and maintain such actionaction or defend the Defensive Action. In addition, at the initiating Controlling Party’s request, the other Cooperating Party shall will provide reasonable assistance to the initiating Controlling Party in connection with an infringement suit at no charge to the initiating Party except for reimbursement by the initiating Party of reasonable out-of-pocket expenses incurred in rendering such assistance*****. The non-initiating Cooperating Party shall will have the right to participate and be represented in any such suit by its own counsel at its own expense. If the Parties obtain from a Third Party, in connection with such suit, any damages, license fees, royalties or other compensation (including but not limited to any amount received in settlement of such litigation) (“Recoveries”)) in the Territory, such amounts shall will be allocated *****. A Cooperating Party may choose not to share the Enforcement Expense, provided however that in all cases as follows regardless of which such case such Cooperating Party brings the enforcement action: (a) first, to reimburse each Party for all expenses of the suit incurred by such Party, including but will not limited to attorneys’ fees and disbursements, travel costs, court costs and other litigation expenses; (b) second, if such suit is related to the Sublicensed IP, any amounts required to be paid to Emory University and/or Georgia Tech Research Corporation pursuant to the Emory/GTRC Licensed Agreement shall be so paid; (c) third, (i) if such suit is related to the Licensed Technology or Sublicensed Technology in the NovaMedica Territory, then NovaMedica shall be entitled to receive that portion any of the remaining Recoveries reasonably attributable Recoveries. For clarity, (a) KHK will offer Medgenics the opportunity to Net Sales fund its share of the Covered Product Enforcement Expense with respect to any suit initiated by KHK in the NovaMedica Territory (as determined by a court of competent jurisdiction in a finalEuropean Union and, non-appealable decision); providedif Medgenics elects to fund such Enforcement Expense, that the Recoveries reasonably attributable to Net Sales of Covered Product to which NovaMedica is entitled after reimbursement of expenses shall be treated as Net Sales for purposes of this Agreement and Clearside shall Medgenics will be entitled to receive NovaMedica Royalty Payments on an equal share in the Recovery received in respect of any such constructive Net Sales pursuant to the terms of Section 3.1 as if such Net Sales had occurred during the time period of the infringementsuit, and (iib) if such suit is related KHK will have the sole right to NovaMedica Improvements in the Clearside Territory, then Clearside shall be entitled to receive that portion take action and earn all Recoveries outside of the remaining Recoveries reasonably attributable to Net Sales of the Covered Product in the Clearside Territory (as determined by a court of competent jurisdiction in a final, non-appealable decision); and (d) the Party initiating the suit shall be entitled to seventy-five percent (75%), and the non-initiating Party shall be entitled European Union. ***** Confidential Information has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to twenty five percent (25%), of the balance of the Recoveriesthis omitted information.

Procedures; Expenses and Recoveries. The Party having the right to initiate any infringement suit under Section 7.4.2 or 7.4.3 11.4.2 above shall have the sole and exclusive right to select counsel for any such suit and shall pay all expenses of the suit, including but not limited to attorneys’ fees and court costs and reimbursement of the other Party’s reasonable out-of-pocket expense in rendering assistance requested CERTAIN CONFIDENTIAL PORTIONS OF THIS EXHIBIT WERE OMITTED AND REPLACED WITH “[***]”. A COMPLETE VERSION OF THIS EXHIBIT HAS BEEN FILED SEPARATELY WITH THE SECRETARY OF THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO AN APPLICATION REQUESTING CONFIDENTIAL TREATMENT UNDER RULE 24b-2 OF THE SECURITIES EXCHANGE ACT OF 1934. by the initiating Party. If required under applicable law Law in order for the initiating Party to initiate and/or maintain such suit, or if either Party is unable to initiate or prosecute such suit solely in its own name or it is otherwise advisable to obtain an effective legal remedy, in each case, the other Party shall join as a party to the suit and will execute and cause its Affiliates to execute all documents documents, and take all actions, reasonably necessary for the initiating Party to initiate litigation to prosecute and maintain such action. In addition, at the initiating Party’s request, the other Party shall provide other reasonable assistance to the initiating Party in connection with an infringement suit at no charge to the initiating Party except for reimbursement by the initiating Party of reasonable out-of-pocket expenses incurred in rendering such assistance. The non-initiating Party shall have the right to participate and be represented in any such suit under Section 11.4.2(b) or 11.4.2(c) by its own counsel at its own expense. If the Parties obtain from a Third Party, in connection with any such suitsuit under Section 11.4.2(b) or 11.4.2(c), any damages, license fees, royalties or other compensation (including but not limited to any amount received in settlement of such litigation) (“Recoveries”), such amounts shall be allocated in all cases as follows regardless of which Party brings the enforcement actionfollows: (ai) first, to reimburse each Party for all out-of-pocket expenses of the suit incurred by such Partythe Parties, including but not limited to attorneys’ fees and disbursements, travel costs, court costs and other litigation expenses; (b) secondexpenses and, if such suit is related to the Sublicensed IPextent that such recovery is insufficient to fully reimburse each Party, any amounts required to each Party will be paid to Emory University and/or Georgia Tech Research Corporation pursuant to the Emory/GTRC Licensed Agreement shall be so paid; (c) third, (i) if such suit is related to the Licensed Technology or Sublicensed Technology reimbursed pro rata in the NovaMedica Territory, then NovaMedica shall be entitled to receive that portion of the remaining Recoveries reasonably attributable to Net Sales of the Covered Product in the NovaMedica Territory (as determined by a court of competent jurisdiction in a final, nonaccordance with each Party’s out-appealable decision); provided, that the Recoveries reasonably attributable to Net Sales of Covered Product to which NovaMedica is entitled after reimbursement of expenses shall be treated as Net Sales for purposes of this Agreement and Clearside shall be entitled to receive NovaMedica Royalty Payments on such constructive Net Sales pursuant to the terms of Section 3.1 as if such Net Sales had occurred during the time period of the infringement, and (ii) if such suit is related to NovaMedica Improvements in the Clearside Territory, then Clearside shall be entitled to receive that portion of the remaining Recoveries reasonably attributable to Net Sales of the Covered Product in the Clearside Territory (as determined by a court of competent jurisdiction in a final, nonof-appealable decision)pocket expenses; and (dii) second, the balance shall be paid as follows: (A) damages designated by the relevant court as multiple or punitive damages shall be paid [***] percent ([***]%) to the Party initiating the suit and [***] percent ([***]%) to the other Party; and (B) any other amounts shall be entitled paid to seventy-five percent (75%)MedCo, and but, to the non-initiating Party extent that MedCo would otherwise owe a royalty to Alnylam if MedCo or its Related Parties had sold the relevant Licensed Product subject to the Competitive Infringement in the Field in the relevant country in the Territory, such balance shall be entitled considered “Net Sales” for purposes of determining royalties owed to twenty five percent (25%), of the balance of the RecoveriesAlnylam hereunder.