Common use of Confidential Clause in Contracts

Confidential. 5.3 If Inserm Transfert or Licensee comes to believe in good faith that Patent Rights are being infringed by a third party, the Party first having knowledge of such infringement shall promptly notify the other. In any such case, the Parties shall discuss how best to proceed. If an action is necessary and efficient, the Co-Owners shall have the right, but no obligation, to bring any legal action in their name and at their own expense. The Co-Owners shall retain all damages and costs recovered in connection therewith. In such a case, Licensee will nevertheless retain the right, if applicable, to join any such action initiated by the Co-Owners at its own expense to obtain indemnification for damages which Licensee alone have incurred. Should Inserm Transfert and the Co-Owners decide not to bring an infringement action and if Licensee is the sole licensee on the Patent Rights, Licensee shall have the right, but no obligation, to prosecute at its own expense any action against third party infringement of the Patent Rights, absent any response or action formulated by Inserm Transfert and/or the Co-Owners within thirty (30) days of its absent any response or action formulated by Inserm Transfert and/or the Co-Owners within thirty (30) days of its after written notice to Inserm Transfert of its intention to do so. The license granted pursuant to this Agreement expressly includes the rights for Licensee to defend any actions against the Patent Rights, such as action to declare the Patent Rights invalid or non-infringed, the right to xxx for infringement of the Patent Rights and/or the right to recover any applicable damages resulting from infringement of the Patent Rights and to pursue any other remedies available, including injunctions, in accordance with article 5.3. The Parties shall provide each other with the documents and elements necessary to the conduct of the above mentioned actions. Licensee shall keep Inserm Transfert reasonably appraised of all developments in any action, and will seek the prior approval of Inserm Transfert on any substantive submissions or positions taken in the litigation that might affect the scope, validity or enforceability of the Patent Rights. If an action initiated by Licensee obliges the Co-Owners to take part in an invalidity action or counterclaim for invalidity of the Patent Rights, Licensee shall pay all the legal costs and expenses, including attorney’s fees, incurred by Inserm Transfert and/or the Co-Owners. Licensee will not sign with the defendant any settlement or agreement which would limit the scope of the Patent Rights without the prior written approval of Inserm Transfert, which may not be unreasonably delayed or withheld. Damages and sums received by Licensee in the frame of infringement actions shall be, after deduction of the proceedings costs, considered as Net Sales and subject to the applicable royalty payments. The Co-Owners shall in any event have the right, but no obligation, to join in the action initiated by Licensee.

Confidential. 5.3 If Inserm Transfert This document was developed at private expense and includes trade secrets and commercial or Licensee comes financial information, or both, that Tesla Motors, Inc. considers privileged, confidential, and exempt from disclosure under the Freedom of Information Act (5 USC § 552(b)). relieve Seller of any responsibility for such condition to believe in good faith that Patent Rights are being infringed by a third party, the Party first having knowledge of such infringement shall promptly notify the other. In any such case, the Parties shall discuss how best to proceed. If an action is necessary and efficient, the Co-Owners shall have the right, but no obligation, to bring any legal action in their name and at their own expense. The Co-Owners shall retain all damages and costs recovered in connection therewith. In such a case, Licensee will nevertheless retain the right, if applicable, to join any such action initiated by the Co-Owners at its own expense to obtain indemnification for damages which Licensee alone have incurred. Should Inserm Transfert and the Co-Owners decide not to bring an infringement action and if Licensee is the sole licensee on the Patent Rights, Licensee shall have the right, but no obligation, to prosecute at its own expense any action against third party infringement extent of the Patent Rightscosts attributable to such failure and Buyer shall indemnify and hold Seller, absent any response or action formulated by Inserm Transfert and/or the Co-Owners within thirty (30) days of its absent any response or action formulated by Inserm Transfert and/or the Co-Owners within thirty (30) days of its after written notice to Inserm Transfert of its intention to do so. The license granted pursuant to this Agreement expressly includes the rights for Licensee to defend any actions against the Patent Rightsdirectors, such as action to declare the Patent Rights invalid or non-infringedofficers, the right to xxx for infringement of the Patent Rights and/or the right to recover any applicable damages resulting employees, agents and representatives harmless from infringement of the Patent Rights and to pursue any other remedies available, including injunctions, in accordance with article 5.3. The Parties shall provide each other with the documents and elements necessary to the conduct of the above mentioned actions. Licensee shall keep Inserm Transfert reasonably appraised of all developments in any action, and will seek the prior approval of Inserm Transfert on any substantive submissions or positions taken in the litigation that might affect the scope, validity or enforceability of the Patent Rights. If an action initiated by Licensee obliges the Co-Owners to take part in an invalidity action or counterclaim for invalidity of the Patent Rights, Licensee shall pay all the legal costs and expensesliability, including attorney’s fees, incurred by Inserm Transfert and/or costs, fines and penalties, arising out of or in connection with any third party claim against Seller arising out of Buyer’s failure to comply with its obligations under this paragraph 4(d)(ii)(2). Seller shall provide to Buyer an accounting of all amounts it expends to address Pre-Existing Environmental Conditions on a quarterly basis following the Co-OwnersClosing. Licensee will not sign Buyer shall notify Seller in writing of any objections it has with respect to such expenditures within 10 (ten) days following receipt of each accounting from Seller. In the defendant event Buyer and Seller are unable to resolve any settlement or agreement which would limit such objections within 45 days of Seller’s receipt of Buyer’s written objections, Seller and Buyer shall submit such dispute to binding arbitration before a single arbitrator pursuant to the scope rules for commercial arbitration of the Patent Rights without American Arbitration Association. In the event Seller spends $15 million to take governmentally-required action to address Pre-Existing Environmental Conditions prior written approval to the fourth anniversary date of Inserm Transfertthe Closing, which may not be unreasonably delayed or withheld. Damages and sums received by Licensee in the frame of infringement actions shall beBuyer shall, after deduction notice by Seller, be responsible for any further expenditures required thereafter to perform such governmentally-required actions to address Pre-Existing Environmental Conditions (“Early Expenditures”), up to a total of $15 million. Buyer shall provide to Seller an accounting of all amounts it expends to address Pre-Existing Environmental Conditions on a quarterly basis following the exhaustion of the proceedings costs, considered as Net Sales and subject $15 million deposited to the applicable royalty paymentsSecurity by Seller. The Co-Owners Seller shall notify Buyer in writing of any objections it has with respect to such expenditures within 10 (ten) days following receipt of each accounting from Buyer. In the event have Buyer and Seller are unable to resolve any such objections within 45 days of Buyer’s receipt of Seller’s written objections Seller and Buyer shall submit such dispute to binding arbitration before a single arbitrator pursuant to the right, but no obligation, to join in rules for commercial arbitration of the action initiated by LicenseeAmerican Arbitration Association.

Confidential. 5.3 If Inserm Transfert (v) Licensor shall have an option, exercisable in its sole discretion, to purchase all, but not less than all, of the Acquired Fields, to the extent such Acquired Fields are owned by Licensee as of the date of termination of the exclusivity of the License, and all supplies and equipment located on such Acquired Fields, on an “as is/where is” basis, without any representations or Licensee comes warranties of any kind, express or implied, for a cash purchase price equal to believe the higher of (A) the net asset value, as determined by an independent investment banker or other independent Person having sufficient experience and expertise in good faith that Patent Rights are being infringed valuing these types of assets and properties, which banker or other independent Person shall be mutually approved by a third partyboth Licensor and Licensee, which approvals shall not be unreasonably delayed or withheld; or (B) the Party first having knowledge outstanding Preferred Stock Capital, plus the accrued and unpaid Preferred Return as of the date of consummation of such infringement shall promptly notify the otherpurchase. In any order to exercise this option, Licensor must give Licensee written notice of such caseexercise within sixty (60) days after the date on which the termination of the exclusivity of the License occurs. Upon receipt of such notice of exercise, the Parties shall discuss how best to proceed. If an action is necessary Licensor and efficient, the Co-Owners shall have the right, but no obligation, to bring any legal action in their name and at their own expense. The Co-Owners shall retain all damages and costs recovered in connection therewith. In such a case, Licensee will nevertheless retain the right, if applicable, to join any such action initiated by the Co-Owners at its own expense to obtain indemnification for damages which Licensee alone have incurred. Should Inserm Transfert and the Co-Owners decide not to bring an infringement action and if Licensee is the sole licensee on the Patent Rights, Licensee shall have negotiate the rightterms and conditions of a written definitive agreement providing for such sale and purchase, but no obligation, to prosecute at its own expense any action against third party infringement of which agreement shall provide that the Patent Rights, absent any response or action formulated by Inserm Transfert and/or the Co-Owners sale and purchase shall be consummated within thirty (30) days after the date of its absent such agreement. If for any response reason whatsoever Licensor does not give written notice of exercise within the aforesaid sixty-day period or action formulated by Inserm Transfert and/or the Co-Owners parties are unable to agree upon the terms of such written definitive agreement within thirty (30) days after the date of its after written notice receipt by Licensee of the exercise notice, then the option shall be deemed to Inserm Transfert have expired without any liability on the part of its intention to do so. The license granted pursuant to this Agreement expressly includes the rights for Licensor or Licensee, and Licensee to defend any actions against the Patent Rights, such as action to declare the Patent Rights invalid or non-infringed, shall have the right at any time thereafter to xxx for infringement sell one or more of the Patent Rights and/or the right such Acquired Fields, supplies and equipment to recover any applicable damages resulting from infringement of the Patent Rights and to pursue any other remedies available, including injunctions, in accordance with article 5.3. The Parties shall provide each other with the documents and elements necessary to the conduct of the above mentioned actions. Licensee shall keep Inserm Transfert reasonably appraised of all developments in any action, and will seek the prior approval of Inserm Transfert on any substantive submissions or positions taken in the litigation that might affect the scope, validity or enforceability of the Patent Rights. If an action initiated by Licensee obliges the Co-Owners to take part in an invalidity action or counterclaim for invalidity of the Patent Rights, Licensee shall pay all the legal costs and expenses, including attorney’s fees, incurred by Inserm Transfert and/or the Co-Owners. Licensee will not sign with the defendant any settlement or agreement which would limit the scope of the Patent Rights without the prior written approval of Inserm Transfert, which may not be unreasonably delayed or withheld. Damages and sums received by Licensee in the frame of infringement actions shall be, after deduction of the proceedings costs, considered as Net Sales and subject to the applicable royalty payments. The Co-Owners shall in any event have the right, but no obligation, to join in the action initiated by Licenseethird party it chooses.

Confidential. 5.3 If Inserm Transfert or Licensee comes to believe in good faith that Patent Rights are being infringed by m. Each party hereto and any person asserting rights as a third partyparty beneficiary may do so only if he, she or it irrevocably agrees that any action, suit or proceeding between or among the Party first having knowledge parties hereto, whether arising in contract, tort or otherwise, arising in connection with any disagreement, dispute, controversy or claim arising out of or relating to this Subscription Agreement or any related document or any of the transactions contemplated hereby or thereby (“Legal Dispute”) shall be brought only to the exclusive jurisdiction of the courts of the State of Delaware or the federal courts located in the State of Delaware, and each party hereto hereby consents to the jurisdiction of such infringement shall promptly notify courts (and of the other. In appropriate appellate courts therefrom) in any such casesuit, the Parties shall discuss how best to proceed. If an action is necessary or proceeding and efficient, the Co-Owners shall have the right, but no obligationirrevocably waives, to bring the fullest extent permitted by law, any legal action in their name and at their own expense. The Co-Owners shall retain all damages and costs recovered in connection therewith. In such a case, Licensee will nevertheless retain objection that it may now or hereafter have to the right, if applicable, to join laying of the venue of any such suit, action initiated by or proceeding in any such court or that any such suit, action or proceeding that is brought in any such court has been brought in an inconvenient forum. During the Co-Owners at its own expense to obtain indemnification for damages which Licensee alone have incurred. Should Inserm Transfert and the Co-Owners decide not to bring an infringement action and if Licensee period a Legal Dispute that is the sole licensee on the Patent Rights, Licensee shall have the right, but no obligation, to prosecute at its own expense any action against third party infringement of the Patent Rights, absent any response or action formulated by Inserm Transfert and/or the Co-Owners within thirty (30) days of its absent any response or action formulated by Inserm Transfert and/or the Co-Owners within thirty (30) days of its after written notice to Inserm Transfert of its intention to do so. The license granted pursuant to this Agreement expressly includes the rights for Licensee to defend any actions against the Patent Rights, such as action to declare the Patent Rights invalid or non-infringed, the right to xxx for infringement of the Patent Rights and/or the right to recover any applicable damages resulting from infringement of the Patent Rights and to pursue any other remedies available, including injunctions, filed in accordance with article 5.3. The Parties this Section 10(m) is pending before a court, all actions, suits or proceedings with respect to such Legal Dispute or any other Legal Dispute, including any counterclaim, cross-claim or interpleader, shall provide each other with the documents and elements necessary be subject to the conduct exclusive jurisdiction of such court. Each party hereto and any person asserting rights as a third party beneficiary may do so only if he, she or it hereby waives, and shall not assert as a defense in any Legal Dispute, that (i) such party is not personally subject to the jurisdiction of the above mentioned actionsnamed courts for any reason, (ii) such action, suit or proceeding may not be brought or is not maintainable in such court, (iii) such party’s property is exempt or immune from execution, (iv) such action, suit or proceeding is brought in an inconvenient forum, or (v) the venue of such action, suit or proceeding is improper. Licensee shall keep Inserm Transfert reasonably appraised of all developments A final judgment in any action, and will seek suit or proceeding described in this Section 10(m) following the prior approval expiration of Inserm Transfert on any substantive submissions or positions taken in the litigation that might affect the scope, validity or enforceability of the Patent Rights. If an action initiated by Licensee obliges the Co-Owners to take part in an invalidity action or counterclaim period permitted for invalidity of the Patent Rights, Licensee shall pay all the legal costs and expenses, including attorney’s fees, incurred by Inserm Transfert and/or the Co-Owners. Licensee will not sign with the defendant any settlement or agreement which would limit the scope of the Patent Rights without the prior written approval of Inserm Transfert, which may not be unreasonably delayed or withheld. Damages and sums received by Licensee in the frame of infringement actions shall be, after deduction of the proceedings costs, considered as Net Sales appeal and subject to any stay during appeal shall be conclusive and may be enforced in other jurisdictions by suit on the applicable royalty payments. The Co-Owners shall judgment or in any event have the rightother manner provided by applicable Laws. EACH OF THE PARTIES HERETO AND ANY PERSON ASSERTING RIGHTS AS A THIRD PARTY BENEFICIARY MAY DO SO ONLY IF HE, but no obligationSHE OR IT IRREVOCABLY AND UNCONDITIONALLY WAIVES ANY RIGHT TO TRIAL BY JURY ON ANY CLAIMS OR COUNTERCLAIMS ASSERTED IN ANY LEGAL DISPUTE RELATING TO THIS SUBSCRIPTION AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY AND FOR ANY COUNTERCLAIM RELATING THERETO. IF THE SUBJECT MATTER OF ANY SUCH LEGAL DISPUTE IS ONE IN WHICH THE WAIVER OF JURY TRIAL IS PROHIBITED, to join in the action initiated by LicenseeNO PARTY HERETO NOR ANY PERSON ASSERTING RIGHTS AS A THIRD PARTY BENEFICIARY SHALL ASSERT IN SUCH LEGAL DISPUTE A NONCOMPULSORY COUNTERCLAIM ARISING OUT OF OR RELATING TO THIS SUBSCRIPTION AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY. FURTHERMORE, NO PARTY HERETO NOR ANY PERSON ASSERTING RIGHTS AS A THIRD PARTY BENEFICIARY SHALL SEEK TO CONSOLIDATE ANY SUCH LEGAL DISPUTE WITH A SEPARATE ACTION OR OTHER LEGAL PROCEEDING IN WHICH A JURY TRIAL CANNOT BE WAIVED.

Confidential. 5.3 If Inserm Transfert any Patent Right after the Effective Date that covers or Licensee comes to believe may cover the Development, Manufacture, Commercialization or use of any Pfizer Licensed Product. In the absence of such prompt notification, any such Patent Rights will be excluded from the Valid Claim definition. Servier will keep Pfizer reasonably informed regarding each Patent Right included in the Licensed Patents that Servier or any Third Party licensor is prosecuting and will consider in good faith any recommendations made by Pfizer in regard to the filing, prosecution or maintenance of any such Patent Right. To the extent that at any time after the publication of a PCT application Servier wishes not to file, prosecute or maintain any Servier Patent Rights are being infringed Right that is a Joint Patent Right or that is otherwise directed primarily to a Licensed Product (except if not permitted with respect to any such Patent Right owned or co-owned by a third partyThird Party licensor , including with respect to Cellectis, only to the Party first having knowledge extent not permitted under the Pfizer / Cellectis Agreement as of the Effective Date), Servier will provide Pfizer with [***] days prior written notice to such effect, in which event Pfizer may elect to continue filing, prosecution or maintenance of such infringement shall promptly notify the other. In Patent Right, and Servier, upon Pfizer’s written request received within such [***] day period, will execute such documents and perform such acts, at Pfizer’s expense, as may be reasonably necessary to assign to Pfizer (subject to any such case, the Parties shall discuss how best to proceed. If an action is necessary and efficient, the Co-Owners shall have the existing Third Party rights) Servier’s right, but no obligationtitle and interest to such Patent Right and to permit Pfizer to file, to bring any legal action in their name prosecute and at their own expense. The Co-Owners shall retain all damages and costs recovered in connection therewith. In such a casemaintain, Licensee will nevertheless retain the right, if applicable, to join any such action initiated by the Co-Owners at its own expense discretion, such Patent Right, provided that Pfizer shall and does hereby grant to obtain indemnification Servier (subject to any existing Third Party rights) a non-exclusive, sublicensable, perpetual, irrevocable, royalty-free, fully paid-up worldwide license to practice and exploit such Patent Right for damages which Licensee alone have incurredany and all purposes excluding (x) during the Term, uses for Licensed Products and Competing Products except as authorized under this Agreement, and (y) after the Term, uses for Licensed Products. Should Inserm Transfert For avoidance of doubt, “prosecution” as used in this section includes oppositions, nullity or revocation actions, post-grant reviews and other patent office proceedings involving the Co-Owners decide not to bring an infringement action and if Licensee is the sole licensee on the referenced Patent Rights, Licensee shall have the right, but no obligation, to prosecute at its own expense any action against third party infringement of the Patent Rights, absent any response or action formulated by Inserm Transfert and/or the Co-Owners within thirty (30) days of its absent any response or action formulated by Inserm Transfert and/or the Co-Owners within thirty (30) days of its after written notice to Inserm Transfert of its intention to do so. The license granted pursuant to this Agreement expressly includes the rights for Licensee to defend any actions against the Patent Rights, such as action to declare the Patent Rights invalid or non-infringed, the right to xxx for infringement of the Patent Rights and/or the right to recover any applicable damages resulting from infringement of the Patent Rights and to pursue any other remedies available, including injunctions, in accordance with article 5.3. The Parties shall provide each other with the documents and elements necessary to the conduct of the above mentioned actions. Licensee shall keep Inserm Transfert reasonably appraised of all developments in any action, and will seek the prior approval of Inserm Transfert on any substantive submissions or positions taken in the litigation that might affect the scope, validity or enforceability of the Patent Rights. If an action initiated by Licensee obliges the Co-Owners to take part in an invalidity action or counterclaim for invalidity of the Patent Rights, Licensee shall pay all the legal costs and expenses, including attorney’s fees, incurred by Inserm Transfert and/or the Co-Owners. Licensee will not sign with the defendant any settlement or agreement which would limit the scope of the Patent Rights without the prior written approval of Inserm Transfert, which may not be unreasonably delayed or withheld. Damages and sums received by Licensee in the frame of infringement actions shall be, after deduction of the proceedings costs, considered as Net Sales and subject to the applicable royalty payments. The Co-Owners shall in any event have the right, but no obligation, to join in the action initiated by Licensee.

Confidential. 5.3 If Inserm Transfert or Licensee comes to believe in good faith that Patent Rights are being infringed (b) Promptly after receipt by a third partyGeron Indemnitee of notice of any Proceeding, the Party first having knowledge such Geron Indemnitee shall notify BioTime and BAC of such infringement Proceeding, provided that the failure to so notify BioTime and BAC shall promptly not relieve BioTime and BAC from any liability hereunder except to the extent such failure to notify has actually and materially prejudiced the otherdefense relating to any such Proceeding. BioTime and BAC agree that the indemnification, reimbursement and commitments set forth in this Section 7.5 shall apply whether or not any Geron Indemnitee is a formal party to any such Proceeding and the rights of the Geron Indemnitees shall be in addition to any other rights that any Geron Indemnitee may otherwise have against BioTime or BAC. Upon request of the Geron Indemnitee, BioTime and BAC shall retain counsel reasonably satisfactory to the Geron Indemnitee to represent the Geron Indemnitee and any others BioTime and BAC may designate in such Proceeding and BioTime and BAC shall pay the fees and disbursements of such counsel related to such Proceeding. In any such caseProceeding, the Parties shall discuss how best to proceed. If an action is necessary and efficient, the Co-Owners any Geron Indemnitee shall have the rightright to retain its own counsel, but no obligationthe fees and expenses of such counsel shall be at the expense of such Geron Indemnitee unless (i) BioTime, BAC and the Geron Indemnitee shall have agreed in writing to bring the retention of such counsel or (ii) the named parties to any legal action such Proceeding (including any impleaded parties) include both BioTime or BAC and the Geron Indemnitee and, in their name the reasonable opinion of counsel to Geron, representation of both parties by the same counsel would be inappropriate due to actual or potential differing interests between them. Such firm shall be designated in writing by Geron and at their own expenseshall be reasonably acceptable to BioTime. The Co-Owners It is understood that BioTime and BAC shall retain not be liable for the fees and expenses of more than one separate firm (in addition to local counsel) for all damages and costs recovered such Geron Indemnitees in connection therewithwith any Proceeding or related Proceedings in the same jurisdiction. In such a case, Licensee will nevertheless retain the right, if applicable, to join BioTime and BAC shall not be liable for any such action initiated by the Co-Owners at its own expense to obtain indemnification for damages which Licensee alone have incurred. Should Inserm Transfert and the Co-Owners decide not to bring an infringement action and if Licensee is the sole licensee on the Patent Rights, Licensee shall have the rightsettlement of any Proceeding without their written consent, but no obligationif settled with such consent or if there shall be a final judgment for the plaintiff, BioTime and BAC agrees to prosecute at its own expense any action against third party infringement indemnify and hold harmless the Geron Indemnitees from and against, and shall compensate and reimburse each of the Patent RightsGeron Indemnitees for, absent any response Section 7.5 Damages by reason of such settlement or action formulated by Inserm Transfert and/or judgment to the Co-Owners within thirty extent the Geron Indemnitees are otherwise entitled to indemnification hereunder. BioTime, BAC and Geron each agree that, without the other party’s prior written consent, neither BioTime, BAC nor Geron will agree to any settlement of, compromise or consent to the entry of any judgment in or other termination of any Proceeding (30each and collectively, a “Settlement”) days in respect of its absent any response or action formulated by Inserm Transfert and/or the Co-Owners within thirty (30) days of its after written notice to Inserm Transfert of its intention to do so. The license granted pursuant to this Agreement expressly which indemnification could be sought hereunder unless such Settlement includes the rights for Licensee to defend any actions against the Patent Rights, such as action to declare the Patent Rights invalid or non-infringed, the right to xxx for infringement an unconditional release of the Patent Rights and/or the right to recover applicable Geron Indemnitee from any applicable damages resulting from infringement Section 7.5 Damages arising out of the Patent Rights such Proceeding and to pursue does not include any other remedies available, including injunctions, in accordance with article 5.3. The Parties shall provide each other with the documents and elements necessary findings of fact or admissions of culpability as to the conduct of the above mentioned actions. Licensee shall keep Inserm Transfert reasonably appraised of all developments in any actionGeron Indemnitees, and will seek the prior approval of Inserm Transfert on any substantive submissions BioTime or positions taken in the litigation that might affect the scope, validity or enforceability of the Patent Rights. If an action initiated by Licensee obliges the Co-Owners to take part in an invalidity action or counterclaim for invalidity of the Patent Rights, Licensee shall pay all the legal costs and expenses, including attorney’s fees, incurred by Inserm Transfert and/or the Co-Owners. Licensee will not sign with the defendant any settlement or agreement which would limit the scope of the Patent Rights without the prior written approval of Inserm Transfert, which may not be unreasonably delayed or withheld. Damages and sums received by Licensee in the frame of infringement actions shall be, after deduction of the proceedings costs, considered as Net Sales and subject to the applicable royalty payments. The Co-Owners shall in any event have the right, but no obligation, to join in the action initiated by LicenseeBAC.

Confidential. 5.3 If Inserm Transfert arbitrators shall have no authority to award punitive or Licensee comes to believe in good faith that Patent Rights are being infringed any other type of damages not measured by a third partyParty’s compensatory damages. Except to the extent necessary to confirm or enforce an award or as may be required by law, neither a Party nor any arbitrator may disclose the Party first having knowledge existence, content, or results of such infringement shall promptly notify an arbitration without the otherprior written consent of both MannKind and Sanofi. In no event shall an arbitration be initiated after the date when commencement of a legal or equitable proceeding based on the dispute, controversy or claim would be barred by the applicable New York statute of limitations. Each Party shall bear its own attorneys’ fees, costs and disbursements arising out of the arbitration, and shall pay an equal share of the fees and costs of the arbitrators; provided, however, that the arbitrators shall be authorized to determine whether a Party is the prevailing Party, and if so, to award to that prevailing Party reimbursement for the fees and costs of the arbitrators. Each Party agrees to fully perform and satisfy any arbitration award made against it within fifteen (15) days of the service of the award. The taking of evidence in the arbitration shall be guided by the International Bar Association’s 2010 Rules on the Taking of Evidence in International Commercial Arbitration (“IBA Guidelines on Evidence”); provided, however, that the arbitrators shall permit such pre-hearing discovery and such presentation of evidence at any Evidentiary Hearing (as defined in the IBA Guidelines on Evidence) as, in each case, is reasonably necessary for a full and fair understanding and resolution of any legitimate issue raised in the arbitration. The arbitration panel shall ensure that document disclosures are conducted on a timely basis. By agreeing to this binding arbitration provision, the Parties shall discuss how best understand that they are waiving certain rights and protections which may otherwise be available if a dispute between the Parties were determined by litigation in court, including the right to proceed. If an action is necessary and efficient, the Co-Owners shall have the right, but no obligation, to bring any legal action in their name and at their own expense. The Co-Owners shall retain all seek or obtain certain types of damages and costs recovered in connection therewith. In such a case, Licensee will nevertheless retain the right, if applicable, to join any such action initiated precluded by the Co-Owners at its own expense to obtain indemnification for damages which Licensee alone have incurred. Should Inserm Transfert and the Co-Owners decide not to bring an infringement action and if Licensee is the sole licensee on the Patent Rights, Licensee shall have the right, but no obligation, to prosecute at its own expense any action against third party infringement of the Patent Rights, absent any response or action formulated by Inserm Transfert and/or the Co-Owners within thirty (30) days of its absent any response or action formulated by Inserm Transfert and/or the Co-Owners within thirty (30) days of its after written notice to Inserm Transfert of its intention to do so. The license granted pursuant to this Agreement expressly includes the rights for Licensee to defend any actions against the Patent Rights, such as action to declare the Patent Rights invalid or non-infringedprovision, the right to xxx for infringement a jury trial, certain rights of the Patent Rights and/or the appeal and a right to recover invoke formal rules of procedure and evidence. For the sake of clarity, any applicable damages resulting from infringement of disputes that arise under both this Agreement and the Patent Rights and to pursue any other remedies available, including injunctions, Supply Agreement may be consolidated in accordance with article 5.3a single arbitration. The Parties Any settlement discussions or arbitration proceedings occurring under this Agreement shall provide each other with the documents and elements be conducted in strict confidence. Except as necessary to the conduct of the above mentioned actions. Licensee shall keep Inserm Transfert reasonably appraised of all developments enforce an award or as required by law, no information or documents produced, generated or exchanged in connection with settlement discussions or arbitration proceedings (including any action, and will seek the prior approval of Inserm Transfert on any substantive submissions or positions taken in the litigation award(s) that might affect be rendered by the scope, validity or enforceability of the Patent Rights. If an action initiated by Licensee obliges the Co-Owners arbitration panel) shall be disclosed to take part in an invalidity action or counterclaim for invalidity of the Patent Rights, Licensee shall pay all the legal costs and expenses, including attorney’s fees, incurred by Inserm Transfert and/or the Co-Owners. Licensee will not sign with the defendant any settlement or agreement which would limit the scope of the Patent Rights person other than counsel without the prior written approval consent of Inserm Transfert, which may all Parties to the settlement or arbitration proceedings. This restriction shall not be unreasonably delayed apply to public records or withheld. Damages and sums received other documents obtained by Licensee the Parties in the frame normal course of infringement actions shall be, after deduction business independent of the proceedings costs, considered as Net Sales and subject to the applicable royalty payments. The Co-Owners shall in any event have the right, but no obligation, to join in the action initiated by Licenseesettlement discussions or arbitration proceedings.

Confidential. 5.3 If Inserm Transfert or Licensee comes Notwithstanding anything to believe the contrary in good faith that Patent Rights are being infringed by a third partySection 6.1 of the License Agreement, the Party first having knowledge following will apply from and after the Effective Date: In relation to Section 6.1 of such infringement shall promptly notify the other. In any such caseLicense Agreement, the Parties shall discuss how best ARIAD will continue to proceed. If an action is necessary and efficient, the Co-Owners shall have the right, but no obligation, first right to bring enforce any legal action in their name and at their own expense. The Co-Owners shall retain all damages and costs recovered in connection therewith. In such a case, Licensee will nevertheless retain the right, if applicable, to join any such action initiated by the Co-Owners at its own expense to obtain indemnification for damages which Licensee alone have incurred. Should Inserm Transfert and the Co-Owners decide not to bring an infringement action and if Licensee is the sole licensee on the Licensed Patent Rights, Licensee shall have provided, however that (1) if ARIAD elects not to enforce any of the rightLicensed Patent Rights owned by ARIAD against alleged infringement by the manufacture, use, sale or import by a Third Party(ies) (as defined in the License Agreement) of a product within the definition of “Licensed Product” in the Licensed Field, Bellicum may do so at its sole expense without any further consent required from ARIAD; and (2) if ARIAD elects not to enforce any of the Licensed Patent Rights licensed by ARIAD from a Third Party(ies) against alleged infringement by the manufacture, use, sale or import by a Third Party(ies) of a product within the definition of “Licensed Product” in the Licensed Field, then to the full extent that ARIAD may do so under its license agreement with such Third Party(ies), but no obligation, subject to prosecute at its own expense any action against third party infringement right of the such Third Party(ies) to enforce such Licensed Patent Rights, absent any response or action formulated by Inserm Transfert and/or the Co-Owners within thirty (30) days of its absent any response or action formulated by Inserm Transfert and/or the Co-Owners within thirty (30) days of its after written notice ARIAD will delegate to Inserm Transfert of its intention to do so. The license granted pursuant to this Agreement expressly includes the rights for Licensee to defend any actions against the Patent Rights, such as action to declare the Patent Rights invalid or non-infringed, Bellicum the right to xxx for infringement enforce such Licensed Patent Rights at Bellicum’s sole expense; provided that, if such consent is required under any license agreement from a Third Party(ies), ARIAD will use good faith efforts to obtain consent to delegate such enforcement right to Bellicum; and further provided that, if the Third Party licensor agrees that ARIAD may enforce such Licensed Patent Rights on behalf of Bellicum, but will not consent to delegation of such enforcement right to Bellicum, then ARIAD will exercise its enforcement right on behalf of Bellicum, at Bellicum’s direction and expense. In addition, any filing, prosecution and/or maintenance rights, and any enforcement rights, that ARIAD possesses under an Academic MTA shall be treated in the same manner as Licensed Patent Rights described in Section 6.1 of the Patent Rights and/or the right to recover any applicable damages resulting from infringement of the Patent Rights and to pursue any other remedies available, including injunctions, in accordance with article 5.3. The Parties shall provide each other with the documents and elements necessary to the conduct of the above mentioned actions. Licensee shall keep Inserm Transfert reasonably appraised of all developments in any action, and will seek the prior approval of Inserm Transfert on any substantive submissions or positions taken in the litigation that might affect the scope, validity or enforceability of the Patent Rights. If an action initiated License Agreement (as modified by Licensee obliges the Co-Owners to take part in an invalidity action or counterclaim for invalidity of the Patent Rights, Licensee shall pay all the legal costs and expenses, including attorney’s fees, incurred by Inserm Transfert and/or the Co-Owners. Licensee will not sign with the defendant any settlement or agreement which would limit the scope of the Patent Rights without the prior written approval of Inserm Transfert, which may not be unreasonably delayed or withheld. Damages and sums received by Licensee in the frame of infringement actions shall be, after deduction of the proceedings costs, considered as Net Sales and subject to the applicable royalty payments. The Co-Owners shall in any event have the right, but no obligation, to join in the action initiated by Licenseethis Section 3.1(i)).

Confidential. 5.3 If Inserm Transfert or Licensee comes to believe in good faith that Patent Rights are being infringed CONFIDENTIAL INFORMATION ------------------------ The Offeree, by a third party, accepting the Party first having knowledge of such infringement shall promptly notify the other. In any such case, the Parties shall discuss how best to proceed. If an action is necessary and efficient, the Co-Owners shall have the right, but no obligation, to bring any legal action in their name and at their own expense. The Co-Owners shall retain all damages and costs recovered in connection therewith. In such a case, Licensee will nevertheless retain the right, if applicable, to join any such action initiated by the Co-Owners at its own expense to obtain indemnification for damages which Licensee alone have incurred. Should Inserm Transfert Securities Purchase Agreement and the Co-Owners decide not exhibit hereto relating to bring an infringement action Stellar Technologies, Inc.'s (the "Company") proposed offering of Units comprised of a convertible note and if Licensee is the sole licensee on the Patent Rights, Licensee shall have the right, but no obligation, warrants to prosecute at its own expense any action against third party infringement of the Patent Rights, absent any response or action formulated by Inserm Transfert and/or the Co-Owners within thirty (30) days acquire shares of its absent any response or action formulated by Inserm Transfert and/or common stock, acknowledges and agrees that: (i) the Co-Owners within thirty (30) days of its after written notice to Inserm Transfert of its intention to do so. The license granted pursuant to this Agreement expressly includes the rights for Licensee to defend any actions against the Patent Rights, such as action to declare the Patent Rights invalid or non-infringed, the right to xxx for infringement of the Patent Rights and/or the right to recover any applicable damages resulting from infringement of the Patent Rights and to pursue any other remedies available, including injunctions, in accordance with article 5.3. The Parties shall provide each other with the offering documents and elements necessary have been furnished to the conduct Offeree on a confidential basis solely for the purpose of enabling the above mentioned actions. Licensee shall keep Inserm Transfert reasonably appraised of all developments in any action, and will seek Offeree to evaluate the prior approval of Inserm Transfert on any substantive submissions or positions taken in offering; (ii) that the litigation that might affect Offeree may not further distribute the scope, validity or enforceability of the Patent Rights. If an action initiated by Licensee obliges the Co-Owners to take part in an invalidity action or counterclaim for invalidity of the Patent Rights, Licensee shall pay all the legal costs and expenses, including attorney’s fees, incurred by Inserm Transfert and/or the Co-Owners. Licensee will not sign with the defendant any settlement or agreement which would limit the scope of the Patent Rights offering documents without the prior written approval consent of Inserm Transfertthe Company, which may not except to the Offeree's legal, financial or other personal advisors, if any, who will use the offering documents on the Offeree's behalf solely for purposes of evaluating the offering; (iii) any reproduction or distribution of the offering documents, in whole or in part, or the direct or indirect disclosure of the contents of the offering documents for any other purpose without the prior written consent of the Company is prohibited; and (iv) the offeree shall be unreasonably delayed or withheld. Damages bound by all terms and sums received by Licensee conditions specified in the frame offering documents. NOTICE TO OFFEREES ------------------ THE SECURITIES OFFERED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR REGISTERED OR QUALIFIED UNDER THE APPLICABLE SECURITIES LAWS OF ANY STATE OR OTHER JURISDICTION. THIS SECURITIES PURCHASE AGREEMENT AND THE OTHER OFFERING DOCUMENTS DO NOT CONSTITUTE AN OFFER TO SELL OR SOLICITATION OF AN OFFER TO BUY THE SECURITIES IN ANY JURISDICTION IN WHICH SUCH OFFER OR SOLICITATION WOULD BE UNLAWFUL. THE SECURITIES ARE BEING OFFERED AND SOLD PURSUANT TO REGULATION S UNDER THE SECURITIES ACT FOR INVESTMENT PURPOSES ONLY, WITHOUT A VIEW TO RESALE OR DISTRIBUTION THEREOF, AND MAY NOT BE TRANSFERRED, RESOLD OR OFFERED FOR RESALE IN THE UNITED STATES OR TO U.S. PERSONS UNLESS REGISTERED UNDER THE SECURITIES ACT AND REGISTERED OR QUALIFIED UNDER THE APPLICABLE SECURITIES LAWS OF ANY STATE OR OTHER JURISDICTION, OR PURSUANT TO THE AVAILABILITY OF AN EXEMPTION THEREFROM. HEDGING TRANSACTIONS, INCLUDING, BUT NOT LIMITED TO, SHORT SALES, SWAPS OR DERIVATIVE SECURITIES TRANSACTIONS, INVOLVING THESE SECURITIES MAY NOT BE CONDUCTED UNLESS IN COMPLIANCE WITH THE SECURITIES ACT AND APPLICABLE SECURITIES LAWS OF ANY STATE OR OTHER JURISDICTION. NEITHER THE SECURITIES AND EXCHANGE COMMISSION NOR THE SECURITIES COMMISSION OR OTHER REGULATORY AUTHORITY OF ANY OR OTHER JURISDICTION HAS APPROVED OR DISAPPROVED OF THESE SECURITIES OR PASSED UPON THE ADEQUACY OR ACCURACY OF THIS SECURITIES PURCHASE AGREEMENT OR ANY OF THE OTHER OFFERING DOCUMENTS. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE. INVESTORS MUST COMPLY WITH ALL APPLICABLE LAWS AND REGULATIONS IN FORCE IN ANY JURISDICTION IN WHICH THEY PURCHASE, OFFER OR SELL THE SECURITIES AND MUST OBTAIN ANY CONSENT, APPROVAL OR PERMISSION REQUIRED FOR THE PURCHASE, OFFER OR SALE BY IT OF THE SECURITIES UNDER THE LAWS AND REGULATIONS IN FORCE IN ANY JURISDICTION TO WHICH IT IS SUBJECT OR IN WHICH IT MAKES SUCH PURCHASES, OFFERS OR SALES. THE COMPANY SHALL NOT HAVE ANY RESPONSIBILITY WITH RESPECT TO INVESTOR COMPLIANCE THEREWITH. INVESTORS ARE EXPECTED TO CONDUCT AN INDEPENDENT INVESTIGATION OF THE RISKS POSED BY AN INVESTMENT IN THE SECURITIES. AN OFFICER OF THE COMPANY IS AVAILABLE TO ANSWER QUESTIONS CONCERNING THE COMPANY AND WILL, UPON REQUEST, MAKE AVAILABLE SUCH OTHER INFORMATION AS QUALIFIED, POTENTIAL INVESTORS MAY REASONABLY REQUEST AND THAT CAN BE PROVIDED BY THE COMPANY WITHOUT UNREASONABLE EFFORT OR EXPENSE. INVESTORS ARE ALSO EXPECTED TO CONSULT THEIR OWN INVESTMENT, LEGAL, TAX AND ACCOUNTING ADVISORS TO DETERMINE WHETHER THE SECURITIES CONSTITUTE APPROPRIATE INVESTMENTS FOR THEM AND THE APPLICABLE LEGAL, TAX, REGULATORY AND ACCOUNTING TREATMENT OF THE SECURITIES. IN MAKING AN INVESTMENT DECISION, INVESTORS MUST RELY ON THEIR OWN EXAMINATION OF THE COMPANY AND THE TERMS OF THE OFFERING, INCLUDING THE MERITS AND RISKS INVOLVED. INVESTORS SHOULD BE AWARE THAT THEY MAY BE REQUIRED TO BEAR THE FINANCIAL RISKS OF THIS INVESTMENT FOR AN INDEFINITE PERIOD OF TIME. ADDITIONAL INFORMATION ---------------------- Stellar Technologies, Inc. (the "Company") files annual, quarterly and current reports, proxy statements and other information with the Securities and Exchange Commission (the "SEC") under the Securities Exchange Act of infringement actions shall be1934, after deduction as amended. Reports, statements or other information that we file with the SEC are available to the public at the SEC's Website at xxxx://xxx.xxx.xxx, as well as our Website at xxx.xxxxxxxxxxxxxxxxxxx.xxx. Documents filed with the SEC include, but are not limited to, the following documents: o Quarterly Report on Form 10-QSB for the fiscal quarter ended December 31, 2005; o Current Report on Form 8-K dated December 13, 2005; o Quarterly Report on Form 10-QSB for the fiscal quarter ended September 30, 2005; and o Annual Report on Form 10-KSB for the fiscal year ended June 30, 2005. The Company will provide to each person to whom this agreement is sent, upon the written or oral request of such person, a copy of any or all of the proceedings costsdocuments referred to above. You may make such requests at no cost to you by writing or telephoning us at the following address or number: Stellar Technologies, considered Inc. 0000 Xxxxxxx Xxxxxxx Xxxx Xxxxx 000 Xxxxxx, XX 00000 (000) 000-0000 The Company has not authorized anyone to provide you with different information. You should not assume that the information in this agreement is accurate as Net Sales and subject of any date other than the date this agreement is sent to you for review or that the applicable royalty payments. The Co-Owners shall in information filed with the SEC is accurate as of any event have date other than the right, but no obligation, to join in date set forth on the action initiated by Licenseefront of the document containing such information.

Confidential. 5.3 If Inserm Transfert or Licensee comes to believe in good faith that Patent Rights are being infringed by a third party, the Party first having knowledge of (a) such infringement shall promptly notify the other. In any such case, the Parties shall discuss how best to proceed. If an action party is necessary and efficient, the Co-Owners shall have the right, but no obligation, to bring any legal action in their name and at their own expense. The Co-Owners shall retain all damages and costs recovered in connection therewith. In such a case, Licensee will nevertheless retain the right, if applicable, to join any such action initiated by the Co-Owners at its own expense to obtain indemnification for damages which Licensee alone have incurred. Should Inserm Transfert and the Co-Owners decide not to bring an infringement action and if Licensee is the sole licensee on the Patent Rights, Licensee shall have the right, but no obligation, to prosecute at its own expense any action against third party infringement of the Patent Rights, absent any response or action formulated by Inserm Transfert and/or the Co-Owners within thirty (30) days of its absent any response or action formulated by Inserm Transfert and/or the Co-Owners within thirty (30) days of its after written notice to Inserm Transfert of its intention to do so. The license granted pursuant to this Agreement expressly includes the rights for Licensee to defend any actions against the Patent Rights, such as action to declare the Patent Rights invalid or non-infringed, the right to xxx for infringement of the Patent Rights and/or the right to recover any applicable damages resulting from infringement of the Patent Rights and to pursue any other remedies available, including injunctions, in accordance with article 5.3. The Parties shall provide each other with the documents and elements necessary personally subject to the conduct jurisdiction of the above mentioned actionsnamed courts for any reason, (b) such action, suit or proceeding may not be brought or is not maintainable in such court, (c) such party’s property is exempt or immune from execution, (d) such action, suit or proceeding is brought in an inconvenient forum, or (e) the venue of such action, suit or proceeding is improper. Licensee shall keep Inserm Transfert reasonably appraised of all developments A final judgment in any action, and will seek suit or proceeding described in this Section 11.o following the prior approval expiration of Inserm Transfert on any substantive submissions or positions taken in the litigation that might affect the scope, validity or enforceability of the Patent Rights. If an action initiated by Licensee obliges the Co-Owners to take part in an invalidity action or counterclaim period permitted for invalidity of the Patent Rights, Licensee shall pay all the legal costs and expenses, including attorney’s fees, incurred by Inserm Transfert and/or the Co-Owners. Licensee will not sign with the defendant any settlement or agreement which would limit the scope of the Patent Rights without the prior written approval of Inserm Transfert, which may not be unreasonably delayed or withheld. Damages and sums received by Licensee in the frame of infringement actions shall be, after deduction of the proceedings costs, considered as Net Sales appeal and subject to any stay during appeal shall be conclusive and may be enforced in other jurisdictions by suit on the applicable royalty payments. The Co-Owners shall judgment or in any event have the rightother manner provided by applicable laws. EACH OF THE PARTIES HERETO AND ANY PERSON ASSERTING RIGHTS AS A THIRD PARTY BENEFICIARY MAY DO SO ONLY IF HE, but no obligationSHE OR IT IRREVOCABLY AND UNCONDITIONALLY WAIVES ANY RIGHT TO TRIAL BY JURY ON ANY CLAIMS OR COUNTERCLAIMS ASSERTED IN ANY LEGAL DISPUTE RELATING TO THIS SUBSCRIPTION AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY AND FOR ANY COUNTERCLAIM RELATING THERETO. IF THE SUBJECT MATTER OF ANY SUCH LEGAL DISPUTE IS ONE IN WHICH THE WAIVER OF JURY TRIAL IS PROHIBITED, to join in the action initiated by LicenseeNO PARTY HERETO NOR ANY PERSON ASSERTING RIGHTS AS A THIRD PARTY BENEFICIARY SHALL ASSERT IN SUCH LEGAL DISPUTE A NONCOMPULSORY COUNTERCLAIM ARISING OUT OF OR RELATING TO THIS SUBSCRIPTION AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY. FURTHERMORE, NO PARTY HERETO NOR ANY PERSON ASSERTING RIGHTS AS A THIRD PARTY BENEFICIARY SHALL SEEK TO CONSOLIDATE ANY SUCH LEGAL DISPUTE WITH A SEPARATE ACTION OR OTHER LEGAL PROCEEDING IN WHICH A JURY TRIAL CANNOT BE WAIVED.

Confidential. 5.3 If Inserm Transfert (i)The Company may elect to make payment of any Defaulted Amounts to the Persons in whose names the Notes (or Licensee comes to believe in good faith that Patent Rights their respective Predecessor Notes) are being infringed by registered at the close of business on a third party, special record date for the Party first having knowledge payment of such infringement Defaulted Amounts, which shall be fixed in the following manner. The Company shall notify the Trustee in writing of the amount of the Defaulted Amounts proposed to be paid on each Note and the date of the proposed payment (which shall be not less than 25 days after the receipt by the Trustee of such notice, unless the Trustee in its sole discretion shall consent to an earlier date), and at the same time the Company shall deposit with the Trustee an amount of money equal to the aggregate amount to be paid in respect of such Defaulted Amounts or shall make arrangements satisfactory to the Trustee for such deposit on or prior to the date of the proposed payment, such money when deposited to be held in trust for the benefit of the Persons entitled to such Defaulted Amounts as in this clause provided. Thereupon the Company shall fix a special record date for the payment of such Defaulted Amounts which shall be not more than 15 days and not less than 10 days prior to the date of the proposed payment, and not less than 10 days after the receipt by the Trustee of the notice of the proposed payment. The Company shall promptly notify the other. In any Trustee in writing of such casespecial record date and the Trustee, in the Parties shall discuss how best to proceed. If an action is necessary and efficient, the Co-Owners shall have the right, but no obligation, to bring any legal action in their name and at their own the expense of the Company, shall cause notice of the proposed payment of such Defaulted Amounts and the special record date therefor to be mailed, first-class postage prepaid (at the Company’s expense. The Co-Owners shall retain all damages and costs recovered in connection therewith. In such a case, Licensee will nevertheless retain the right, if applicable), to join any such action initiated by the Co-Owners each Holder at its own expense address as it appears in the Note Register, not less than 10 days prior to obtain indemnification for damages which Licensee alone have incurredsuch special record date. Should Inserm Transfert Notice of the proposed payment of such Defaulted Amounts and the Co-Owners decide not special record date therefor having been so mailed, such Defaulted Amounts shall be paid to bring an infringement action the Persons in whose names the Notes (or their respective Predecessor Notes) are registered at the close of business on such special record date and if Licensee is the sole licensee on the Patent Rights, Licensee shall have the right, but no obligation, to prosecute at its own expense any action against third party infringement of the Patent Rights, absent any response or action formulated by Inserm Transfert and/or the Co-Owners within thirty (30) days of its absent any response or action formulated by Inserm Transfert and/or the Co-Owners within thirty (30) days of its after written notice to Inserm Transfert of its intention to do so. The license granted longer be payable pursuant to the following clause (ii) of this Agreement expressly includes the rights for Licensee to defend any actions against the Patent Rights, such as action to declare the Patent Rights invalid or non-infringed, the right to xxx for infringement of the Patent Rights and/or the right to recover any applicable damages resulting from infringement of the Patent Rights and to pursue any other remedies available, including injunctions, in accordance with article 5.3. The Parties shall provide each other with the documents and elements necessary to the conduct of the above mentioned actions. Licensee shall keep Inserm Transfert reasonably appraised of all developments in any action, and will seek the prior approval of Inserm Transfert on any substantive submissions or positions taken in the litigation that might affect the scope, validity or enforceability of the Patent Rights. If an action initiated by Licensee obliges the Co-Owners to take part in an invalidity action or counterclaim for invalidity of the Patent Rights, Licensee shall pay all the legal costs and expenses, including attorney’s fees, incurred by Inserm Transfert and/or the Co-Owners. Licensee will not sign with the defendant any settlement or agreement which would limit the scope of the Patent Rights without the prior written approval of Inserm Transfert, which may not be unreasonably delayed or withheld. Damages and sums received by Licensee in the frame of infringement actions shall be, after deduction of the proceedings costs, considered as Net Sales and subject to the applicable royalty payments. The Co-Owners shall in any event have the right, but no obligation, to join in the action initiated by LicenseeSection 2.03(c).

Confidential. 5.3 If Inserm Transfert or (b) Licensee comes to believe in good faith that Patent Rights are being infringed by a third party, the Party first having knowledge of such infringement shall promptly notify the other. In any such case, the Parties shall discuss how best to proceed. If an action is necessary and efficient, the Co-Owners its Affiliates shall have the first right, but no not the obligation, to bring enforce Licensor’s and/or Licensee’s Intellectual Property Rights in the Licensed Intellectual Property (through litigation or otherwise) against an Infringing Person and to settle or compromise any legal such possible infringement or misappropriation by taking such action as Licensee or any of its Affiliates may determine in their name sole and at their own expense. The Co-Owners shall retain all damages and costs recovered in connection therewith. In such a caseabsolute discretion; provided, however, that Licensee will nevertheless retain the right, if applicable, to join may not settle any such action initiated by the Co-Owners at its own expense to obtain indemnification for damages which Licensee alone have incurred. Should Inserm Transfert and the Co-Owners decide not to bring an potential infringement action and if Licensee is the sole licensee or misappropriation in a manner that has a material adverse effect on the Patent Rights, Licensee shall have the right, but no obligation, to prosecute at its own expense any action against third party infringement ownership rights of the Patent Rights, absent any response or action formulated by Inserm Transfert and/or the Co-Owners within thirty (30) days of its absent any response or action formulated by Inserm Transfert and/or the Co-Owners within thirty (30) days of its after written notice to Inserm Transfert of its intention to do so. The license granted pursuant to this Agreement expressly includes the rights for Licensee to defend any actions against the Patent Rights, such as action to declare the Patent Rights invalid or non-infringed, the right to xxx for infringement of the Patent Rights and/or the right to recover any applicable damages resulting from infringement of the Patent Rights and to pursue any other remedies available, including injunctions, in accordance with article 5.3. The Parties shall provide each other with the documents and elements necessary to the conduct of the above mentioned actions. Licensee shall keep Inserm Transfert reasonably appraised of all developments in any action, and will seek the prior approval of Inserm Transfert on any substantive submissions or positions taken Licensor in the litigation Licensed Intellectual Property, or that might affect the scopewould require a payment by Licensor to such Person, validity or enforceability of the Patent Rights. If an action initiated by Licensee obliges the Co-Owners to take part in an invalidity action or counterclaim for invalidity of the Patent Rights, Licensee shall pay all the legal costs and expenses, including attorney’s fees, incurred by Inserm Transfert and/or the Co-Owners. Licensee will not sign with the defendant any settlement or agreement which would limit the scope of the Patent Rights without the prior written approval consent of Inserm TransfertLicensor, which may consent shall not be unreasonably delayed or withheld. Damages and sums received by Licensee If Licensor is joined in any litigation or other proceeding: (i) the frame of infringement actions shall be, after deduction decisions of the counsel of Licensee with reference to matters of procedure, conduct of such litigation and other proceedings costsand/or the handling thereof, considered as Net Sales shall prevail and subject Licensor shall cooperate with and assist Licensee’s counsel; (ii) in respect of any judgment or settlement awarded to the applicable royalty payments. The Coparties that is equal to or greater than the sum of the parties’ attorneys’ fees and costs incurred in connection with such litigation or other proceeding, such judgment or settlement first shall be used to reimburse each party on a pro-Owners rata basis for its attorneys’ fees and costs incurred in connection with such litigation or proceeding and, then, any remaining portion of such judgment or settlement shall be the sole and exclusive property of Licensee; (iii) in respect of any event have judgment or settlement awarded to the rightparties that is less than the sum of the parties’ attorneys’ fees and costs incurred in connection with such litigation or other proceeding, but no obligation, such judgment or settlement shall be used to join reimburse each party on a pro-rata basis for its attorneys’ fees and costs incurred in connection with such litigation and thereafter each party shall bear the action initiated by Licenseeunreimbursed portion of its own attorneys’ fees and costs incurred in connection with such litigation or proceeding; and (iv) each party shall be responsible for one-half (1/2) of any and all adverse judgments or settlements awarded against the parties unless the indemnification obligations set forth below in Section 7 requires a different apportionment thereof.