Common use of Infringement by Third Parties Clause in Contracts

Infringement by Third Parties. 7.1 LICENSEE, at its expense, shall use commercially reasonable efforts to enforce any patent exclusively licensed hereunder against substantial and continuing infringement by third parties and is entitled to retain recovery from such enforcement. It is understood, however, that such obligation shall not be deemed to require LICENSEE to take such actions with respect to each such infringement, and LICENSEE may take into account reasonable strategic and other considerations in determining which infringers to take action against, as well as when and whether to do so. After reimbursement of LICENSEE’s reasonable legal costs and expenses related to such recovery, LICENSEE agrees to pay a percentage of the monetary recovery it receives to UTMDACC, such percentage to be equal to the percentage that would apply under Section 4.1 if such monetary recovery was considered SUBLICENSE INCOME under this AGREEMENT; provided that for any monetary recovery that is for sales of LICENSED PRODUCTS lost to the infringement, in no event shall LICENSEE be responsible to pay UTMDACC amounts in excess of the royalty detailed in Section 4.1(d) for such lost sales. LICENSEE must notify UTMDACC in writing of any material potential infringement within thirty (30) calendar days of knowledge thereof. If within twelve (12) months of a request by UTMDACC to file suit, LICENSEE does not file suit against a third party that UTMDACC and LICENSEE mutually agree is a substantial infringer and that enforcement would be in the best interest of the licensed products (such agreement not to be unreasonably withheld), or where there is a good-faith dispute on the matter, it is so determined pursuant to the dispute-resolution procedures of Section 15.6 below, then BOARD or UTMDACC may, at its sole discretion, enforce any patent licensed hereunder against the infringing activities of such infringer, with UTMDACC retaining [***] all recoveries from such enforcement after reimbursement of UTMDACC’s reasonable legal costs and expenses related to such recovery; provided LICENSEE shall always have the option to jointly participate in such enforcement action, including, at LICENSEE’s discretion, by jointly bringing the action with UTMDACC or joining as a party plaintiff. If LICENSEE joins such suit and shares in the legal costs and expenses of the enforcement, then any recovery from such enforcement shall be shared by the parties in direct proportion to the reasonable legal costs and expenses paid by each party related to the recovery; provided that in no event shall UTMDACC retain more than [***] of any recovery after reimbursement of the parties’ legal costs.

Infringement by Third Parties. 7.1 LICENSEEGen-Probe will have the right, but not the obligation, at its expense, shall use commercially reasonable efforts own expense to bring and control an action to enforce any patent exclusively licensed hereunder against substantial and continuing the Gen-Probe Patents, whether the infringement by third parties and is entitled to retain recovery from such enforcement. It is understoodhas occurred in the Company Field or not; provided, however, that Company will be entitled to join and participate in any such obligation shall action at its own expense to the extent the alleged infringement would have a material adverse effect in the Company Field, provided that Gen-Probe will maintain control of and direction of such action. If Gen-Probe does not be deemed to require LICENSEE to take bring an action against the alleged infringer within 60 days after written notice from Company and the alleged infringement has occurred in the Company Field, Company may request that Gen-Probe bring and control such actions an action with respect to each infringement in the Company Field, which request shall explain the rationale and support for taking such infringementan action, which Gen-Probe will consider in good faith subject to agreement between Company and Gen-Probe on an appropriate sharing of costs of bringing such action, provided that Gen-Probe will maintain control of and direction of such action. Each party shall promptly notify the other par1y if it learns of any infringement matter concerning the Gen-Probe Patents. The expense of the parties in bringing suit will first be reimbursed out of any moneys recovered, with the party bringing the suit being reimbursed first. Except as otherwise agreed pursuant to any cost-sharing arrangement, the balance of any recovery shall be distributed: (a) with respect to the portion (percentage) of the total recovery that is reasonably related to infringement in the Company Field, (i) to Company in an amount equal to its lost profits or a reasonable royalty on the sales of the infringer (whichever measure of damages shall have been applied) with respect to the portion (percentage) of the total recovery that is reasonably related to infringement in the Company Field, and LICENSEE may take into account reasonable strategic and other considerations (ii) then to Gen-Probe in determining which infringers to take action against, as well as when and whether to do so. After reimbursement of LICENSEE’s reasonable legal costs and expenses related to such recovery, LICENSEE agrees to pay a percentage of the monetary recovery it receives to UTMDACC, such percentage to be an amount equal to the percentage royalties and other fees due Gen-Probe based on such sales (if a sales of the infringer measure of damages is applied) or a reasonable approximation of the royalties that Company would apply under Section 4.1 have owed to Gen-Probe on sales of Products that Company lost to the infringer (if such monetary recovery was considered SUBLICENSE INCOME under this AGREEMENTa lost profits measure of damages is applied); provided that for any monetary and (b) 100% to Gen-Probe with respect to the portion (percentage) of the total recovery that is reasonably related to infringement outside the Company Field. The balance, if any, remaining after Company has been compensated for lost profits or lost sales within the Company Field and Gen.-Probe has been compensated for lost royalties in respect of LICENSED PRODUCTS lost infringement within the Company Field and Gen-Probe has recovered all direct damages in respect of infringement outside the Company Field shall be divided as follows: (1) 20% to Gen-Probe and 80% to Company with respect to the infringement, in no event shall LICENSEE be responsible to pay UTMDACC amounts in excess portion (percentage) of the royalty detailed in Section 4.1(d) for such lost sales. LICENSEE must notify UTMDACC in writing of any material potential total recovery that is reasonably related to infringement within thirty (30) calendar days of knowledge thereof. If within twelve (12) months of a request by UTMDACC to file suit, LICENSEE does not file suit against a third party that UTMDACC and LICENSEE mutually agree is a substantial infringer and that enforcement would be in the best interest Company Field; and (2) 100% to Gen-Probe with respect to the portion (percentage) of the licensed products (such agreement not to be unreasonably withheld), or where there total recovery that is a good-faith dispute on the matter, it is so determined pursuant to the dispute-resolution procedures of Section 15.6 below, then BOARD or UTMDACC may, at its sole discretion, enforce any patent licensed hereunder against the infringing activities of such infringer, with UTMDACC retaining [***] all recoveries from such enforcement after reimbursement of UTMDACC’s reasonable legal costs and expenses reasonably related to such recovery; provided LICENSEE shall always have infringement outside the option to jointly participate in such enforcement action, including, at LICENSEE’s discretion, by jointly bringing the action with UTMDACC or joining as a party plaintiff. If LICENSEE joins such suit and shares in the legal costs and expenses of the enforcement, then any recovery from such enforcement shall be shared by the parties in direct proportion to the reasonable legal costs and expenses paid by each party related to the recovery; provided that in no event shall UTMDACC retain more than [***] of any recovery after reimbursement of the parties’ legal costsCompany Field.

Infringement by Third Parties. 7.1 LICENSEE, at its expense, shall use commercially reasonable efforts to must enforce any patent exclusively licensed hereunder against substantial and continuing infringement by third parties and is entitled to retain recovery from such enforcement. It is understood, however, that such obligation shall not be deemed to require LICENSEE to take such actions with respect to each such infringement, and LICENSEE may take into account reasonable strategic and other considerations in determining which infringers to take action against, as well as when and whether to do so. After reimbursement of LICENSEE’s reasonable legal costs and expenses related to such recovery, LICENSEE agrees to pay MDA a percentage of royalty on any monetary recovery if the monetary recovery it receives to UTMDACC, such percentage to be equal to the percentage that would apply under Section 4.1 if such monetary recovery was considered SUBLICENSE INCOME under this AGREEMENT; provided that for any monetary recovery that is for sales of LICENSED PRODUCTS lost to the infringement, damages or a reasonable royalty in no event shall LICENSEE be responsible to pay UTMDACC amounts in excess of the royalty detailed in Section 4.1(d) for such lost saleslieu thereof. LICENSEE must notify UTMDACC MDA in writing of any material potential infringement within thirty (30) calendar 30 days of knowledge thereof. If within twelve (12) months of a request by UTMDACC to file suit, LICENSEE does not file suit against a third party that UTMDACC and LICENSEE mutually agree is a substantial infringer and that enforcement would be in the best interest within six months of the licensed products (such agreement not to be unreasonably withheld), or where there is a good-faith dispute on the matter, it is so determined pursuant to the dispute-resolution procedures of Section 15.6 belowknowledge thereof, then BOARD or UTMDACC and MDA may, at its their sole discretion, enforce any patent licensed hereunder against the infringing activities on behalf of such infringeritself and LICENSEE, with UTMDACC MDA retaining [***] all recoveries from such enforcement after reimbursement enforcement, and/or reduce the license granted hereunder to non-exclusive. 7.2 In any suit or dispute involving an infringer, the parties agree to cooperate fully with each other. At the request and expense of UTMDACC’s reasonable legal the party bringing suit, the other party will permit access during regular business hours, to all relevant personnel, records, papers, information, samples, specimens, and the like in its possession. VIII. PATENT MARKING 8.1 LICENSEE agrees that all packaging containing individual LICENSED PRODUCT(S), documentation therefor, and when possible for actual LICENSED PRODUCT(S) SOLD by LICENSEE, AFFILIATES, and/or sublicensees of LICENSEE will be permanently and legibly marked with the number of the applicable patent(s) licensed hereunder in accordance with each country's patent laws, including Xxxxx 00, Xxxxxx Xxxxxx Code. IX. INDEMNIFICATION 9.1 LICENSEE agrees to hold harmless and indemnify BOARD, SYSTEM, MDA, its Regents, officers, employees, students, and agents from and against any claims, demands, or causes of action whatsoever, costs and expenses related to such recovery; provided LICENSEE shall always have the option to jointly participate in such enforcement action, including, at LICENSEE’s discretion, by jointly bringing the action with UTMDACC or joining as a party plaintiff. If LICENSEE joins such of suit and shares in reasonable attorney's fees, including without limitation, those costs arising on account of any injury or death of persons or damage to property caused by, or arising out of, or resulting from, the legal costs and expenses exercise or practice of the enforcementrights granted hereunder by LICENSEE, then any recovery from such enforcement shall be shared by the parties in direct proportion to the reasonable legal costs and expenses paid by each party related to the recovery; provided that in no event shall UTMDACC retain more than [***] of any recovery after reimbursement of the parties’ legal costs.its officers, its AFFILIATES or their officers, employees, agents or representatives. X.

Infringement by Third Parties. 7.1 LICENSEE, at its expense, 8.2.1. Each Party shall use commercially reasonable efforts to enforce any patent exclusively licensed hereunder against substantial and continuing infringement by third parties and is entitled to retain recovery from such enforcement. It is understood, however, that such obligation shall not be deemed to require LICENSEE to take such actions with respect to each such infringement, and LICENSEE may take into account reasonable strategic and promptly notify the other considerations in determining which infringers to take action against, as well as when and whether to do so. After reimbursement of LICENSEE’s reasonable legal costs and expenses related to such recovery, LICENSEE agrees to pay a percentage of the monetary recovery it receives to UTMDACC, such percentage to be equal to the percentage that would apply under Section 4.1 if such monetary recovery was considered SUBLICENSE INCOME under this AGREEMENT; provided that for any monetary recovery that is for sales of LICENSED PRODUCTS lost to the infringement, in no event shall LICENSEE be responsible to pay UTMDACC amounts in excess of the royalty detailed in Section 4.1(d) for such lost sales. LICENSEE must notify UTMDACC Party in writing of any material potential alleged or threatened infringement within thirty (30) calendar days of knowledge thereof. If within twelve (12) months of a request by UTMDACC to file suit, LICENSEE does not file suit against a third party that UTMDACC and LICENSEE mutually agree is a substantial infringer and that enforcement would be any Licensed Patent in the best interest Field or Product Patent of which it becomes aware (a “Competitive Infringement”). In any such instance Licensor shall have the licensed products (such agreement not to be unreasonably withheld), or where there is a good-faith dispute on the matter, it is so determined pursuant to the dispute-resolution procedures of Section 15.6 below, then BOARD or UTMDACC maysole right, at its sole discretionoption, enforce any patent licensed hereunder against the infringing activities of to bring such infringer, with UTMDACC retaining [***] all recoveries from such enforcement after reimbursement of UTMDACC’s alleged or threatened Competitive Infringement to an end and Licensee shall provide reasonable legal costs and expenses related assistance to such recovery; provided LICENSEE shall always have the option to jointly participate Licensor in such enforcement action, includingconnection therewith, at LICENSEELicensee’s discretion, by jointly bringing cost and expense (the action with UTMDACC or joining as a party plaintiff. If LICENSEE joins such suit and shares in the legal costs and expenses of the enforcementLicensor in connection therewith, including the investigation and analysis thereof, to be reimbursed to Licensor by Licensee on an as-incurred basis). Licensee shall be entitled to be represented by independent counsel of its own choice and at its own expense. Licensor shall keep Licensee and/or its designated legal counsel reasonably informed as to the progress in connection with the foregoing Competitive Infringement. If Licensor fails to initiate a suit or take other appropriate action that it has the right to initiate or take pursuant to this Section 8.2 with respect to a Competitive Infringement in the Territory within ninety (90) days after becoming aware of the basis for such suit or action, then Licensee may, in its discretion, provide Licensor with written notice requiring Licensor to initiate a suit or take other appropriate action with respect to such Competitive Infringement in the Territory, such suit or other appropriation action to be taken at the sole cost and expense of Licensee. Notwithstanding anything to the contrary contained in this Agreement, Licensor shall have the unilateral right to enter into any recovery from settlement without the prior written consent of Licensee with respect to any Competitive Infringement suit or action to the extent such enforcement settlement would not adversely affect the Licensee’s rights or benefits with respect to the Development or Commercialization of the Product, in which case, Licensee’s prior written consent shall be shared by the parties in direct proportion to the reasonable legal costs and expenses paid by each party related to the recovery; provided that in no event required, which consent shall UTMDACC retain more than [***] of any recovery after reimbursement of the parties’ legal costsnot be unreasonably withheld.

Infringement by Third Parties. 7.1 LICENSEEEither party shall promptly notify the other party of any infringement of any LICENSED PATENTS, at its expense, shall use commercially reasonable efforts misappropriation of a trade secret or declaration of an interference proceeding relating to enforce any patent exclusively licensed hereunder against substantial and continuing infringement by third parties and is entitled to retain recovery from such enforcement. It is understood, however, that such obligation shall not be deemed to require LICENSEE to take such actions with respect to each such infringementLICENSED PATENTS or LICENSED KNOW-HOW, and LICENSEE may take into account reasonable strategic shall provide the other party with all available evidence relating thereto. K-A and ORTHO shall then consult with each other considerations as to the best manner in determining which infringers to take proceed. K-A shall have the right, but not the obligation, to bring, defend and maintain any appropriate suit or action. If K-A requests ORTHO to join K-A in such suit or action against, as well as when and whether ORTHO agrees to do so. After reimbursement of LICENSEE’s reasonable legal costs , ORTHO shall execute all papers and expenses related to perform such recovery, LICENSEE agrees to pay a percentage of the monetary recovery it receives to UTMDACC, such percentage to other acts as may be equal to the percentage that would apply under Section 4.1 if such monetary recovery was considered SUBLICENSE INCOME under this AGREEMENT; provided that for any monetary recovery that is for sales of LICENSED PRODUCTS lost to the infringement, in no event shall LICENSEE be responsible to pay UTMDACC amounts in excess of the royalty detailed in Section 4.1(d) for such lost sales. LICENSEE must notify UTMDACC in writing of any material potential infringement within thirty (30) calendar days of knowledge thereof. If within twelve (12) months of a request by UTMDACC to file suit, LICENSEE does not file suit against a third party that UTMDACC reasonably required and LICENSEE mutually agree is a substantial infringer and that enforcement would be in the best interest of the licensed products (such agreement not to be unreasonably withheld), or where there is a good-faith dispute on the matter, it is so determined pursuant to the dispute-resolution procedures of Section 15.6 below, then BOARD or UTMDACC may, at its sole discretionoption, enforce be represented by counsel of its choice. K-A shall pay ORTHO its reasonable expenses (including its attorney's fees) in connection with any patent licensed hereunder against such suit or action. Should K-A lack standing to bring any such action, then K-A may cause ORTHO to do so upon first undertaking to indemnify and hold ORTHO harmless (to the infringing activities extent permissible by law) from all consequent liability and to promptly reimburse all reasonable expense (including attorney fees) stemming therefrom. In the event K-A fails to take action with respect to such matters within a reasonable period, not more than six (6) months, following receipt of such infringernotice and evidence, with UTMDACC retaining [***] all recoveries from such enforcement after reimbursement of UTMDACC’s reasonable legal costs and expenses related to such recovery; provided LICENSEE ORTHO shall always have the option right, but not the obligation, to bring, defend and maintain any appropriate suit or action. If ORTHO finds it necessary to join K-A in such suit or action, K-A shall execute all papers and perform such other acts as may be reasonably required and may, at its option, be represented by counsel of its choice. ORTHO shall pay to K-A the reasonable expenses of K-A (including its attorney's fees) in connection with any such suit or action. Absent an agreement between the parties to jointly participate bring any action or suit hereunder and share the expenses thereof, any amount recovered in any such enforcement action, including, at LICENSEE’s discretion, by jointly bringing the action with UTMDACC or joining as a party plaintiff. If LICENSEE joins such suit and shares in the legal costs and expenses of the enforcement, then any recovery from such enforcement shall be shared retained by the parties in direct proportion to party bearing the reasonable legal costs and expenses paid by each party related to the recovery; provided that in no event shall UTMDACC retain more than [***] of any recovery after reimbursement of the parties’ legal coststhereof.

Infringement by Third Parties. 7.1 LICENSEE, at Company shall give Dartmouth prompt notice of any incident of infringement of Joint Patent Rights coming to its expense, shall attention. Company agrees to use commercially reasonable efforts to enforce stop any patent exclusively licensed hereunder such infringement, but shall not be obliged to commence proceedings against substantial the infringer. If Company decides to commence proceedings however, Company shall be responsible for any legal costs incurred and continuing infringement by third parties and is will be entitled to retain recovery any damages recovered other than payments otherwise due to Dartmouth hereunder. Financial recoveries from any such enforcementlitigation will first be applied to reimburse Company for its litigation expenditures and to reimburse any litigation fees or pay other recoveries due to sublicensees (if applicable) from the settlement, with additional recoveries being paid to Company, subject to payments due Dartmouth per Section 5.01 (c). It is understoodShould Company or applicable sublicensee decide not to commence proceedings, however, that such obligation Dartmouth shall not be deemed to require LICENSEE to take such actions with respect to each such infringement, and LICENSEE may take into account reasonable strategic and other considerations in determining which infringers to take action against, as well as when and whether entitled to do so. After reimbursement of LICENSEE’s reasonable so in its own name against the infringer, in which event Dartmouth shall be responsible for all legal costs incurred, without recourse to Company. Financial recoveries from any such Dartmouth-initiated litigation (i.e., from Dartmouth acting subsequent to Company declining to act) will be retained fully by Dartmouth, once litigation expenses actually incurred by Reata or any Reata sublicense are paid. In any action to enforce Joint Patent Rights, either party, at the request and expenses related to such recovery, LICENSEE agrees to pay a percentage expense of the monetary recovery it receives to UTMDACC, such percentage to be equal other party shall cooperate to the percentage that would apply under Section 4.1 fullest extent reasonably possible, including by agreeing to participate in such action as a named party, if necessary to maintain the action. Company may not settle any infringement action in any way detrimental to Dartmouth Patent Rights without the expressed written consent of Dartmouth. Specific terms in this Exhibit have been redacted because such monetary recovery was considered SUBLICENSE INCOME under this AGREEMENT; provided that for any monetary recovery that is for sales of LICENSED PRODUCTS lost to the infringement, in no event shall LICENSEE be responsible to pay UTMDACC amounts in excess terms are both not material and are of the royalty detailed type that the Company treats as private or confidential. These redacted terms have been marked in Section 4.1(d) for such lost sales. LICENSEE must notify UTMDACC in writing of any material potential infringement within thirty (30) calendar days of knowledge thereof. If within twelve (12) months of a request by UTMDACC to file suit, LICENSEE does not file suit against a third party that UTMDACC and LICENSEE mutually agree is a substantial infringer and that enforcement would be in the best interest of the licensed products (such agreement not to be unreasonably withheld), or where there is a good-faith dispute on the matter, it is so determined pursuant to the dispute-resolution procedures of Section 15.6 below, then BOARD or UTMDACC may, at its sole discretion, enforce any patent licensed hereunder against the infringing activities of such infringer, this Exhibit with UTMDACC retaining three asterisks [***] all recoveries from such enforcement after reimbursement of UTMDACC’s reasonable legal costs and expenses related to such recovery; provided LICENSEE shall always have the option to jointly participate in such enforcement action, including, at LICENSEE’s discretion, by jointly bringing the action with UTMDACC or joining as a party plaintiff. If LICENSEE joins such suit and shares in the legal costs and expenses of the enforcement, then any recovery from such enforcement shall be shared by the parties in direct proportion to the reasonable legal costs and expenses paid by each party related to the recovery; provided that in no event shall UTMDACC retain more than [***] of any recovery after reimbursement of the parties’ legal costs].

Infringement by Third Parties. 7.1 LICENSEE9.1 Each PARTY will promptly inform the other of any suspected infringement of any claims in the PATENT RIGHTS or the misuse, at its expensemisappropriation, shall use commercially reasonable efforts theft or breach of confidence of other proprietary rights in the LICENSED SUBJECT MATTER by a third party. LICENSEE has the right, but not the obligation, to enforce any patent exclusively licensed hereunder institute an action for infringement, misuse, misappropriation, theft Specific terms in this exhibit have been redacted because confidential treatment for those terms has been requested. These redacted terms have been marked in this exhibit with three asterisks [***]. An unredacted version of this exhibit has been separately filed with the Securities and Exchange Commission. or breach of confidence of the proprietary rights against substantial and continuing infringement by such third parties party and is entitled to retain recovery from such enforcement. It is understood, provided however, that such obligation shall not be deemed to require LICENSEE to take such actions with respect to each such infringement, and LICENSEE may take into account reasonable strategic and other considerations in determining which infringers to take action against, as well as when and whether to do so. After after reimbursement of LICENSEE’s reasonable legal costs and expenses related to such recoveryenforcement, any award or damages awarded to LICENSEE that constitute lost profits shall be considered NET SALES for purposes of calculating royalties due LICENSORS. Additionally, if any award or damages awarded to LICENSEE constitute “reasonable royalties” pursuant to 35 USC §284 or punitive damages, LICENSEE agrees to pay a percentage of the monetary recovery it receives to UTMDACC, such percentage to be equal to the percentage that would apply under Section 4.1 if such monetary recovery was considered SUBLICENSE INCOME under this AGREEMENT; provided that for any monetary recovery that is for sales of LICENSED PRODUCTS lost to the infringement, in no event shall LICENSEE be responsible to pay UTMDACC amounts in excess of the royalty detailed in Section 4.1(d) for such lost sales. LICENSEE must notify UTMDACC in writing of any material potential infringement within thirty (30) calendar days of knowledge thereof. If within twelve (12) months of a request by UTMDACC to file suit, LICENSEE does not file suit against a third party that UTMDACC and LICENSEE mutually agree is a substantial infringer and that enforcement would be in the best interest of the licensed products (such agreement not to be unreasonably withheld), or where there is a good-faith dispute on the matter, it is so determined pursuant to the dispute-resolution procedures of Section 15.6 below, then BOARD or UTMDACC may, at its sole discretion, enforce any patent licensed hereunder against the infringing activities of such infringer, with UTMDACC retaining LICENSORS [***] percent ([***]%) of any such reasonable royalties or punitive damages. At LICENSEE’S request and expense, and subject to the statutory duties of the Texas Attorney General, LICENSORS agree to join any such action brought by LICENSEE if necessary. If LICENSEE fails to bring such an action or proceeding within 120 days after receiving notice or otherwise having knowledge of such infringement, then LICENSORS may institute an action for infringement, misuse, misappropriation, theft or breach of confidence of the proprietary rights against such third party at its own expense and retain all recoveries from such enforcement enforcement, and/or reduce the license granted hereunder to semi-exclusive and grant a license to such third party. LICENSORS will provide LICENSEE with 20 days written notice before they commence any legal action to terminate infringement of PATENT RIGHTS and LICENSEE may commence legal action at any time during the 20 day notice period. LICENSEE must provide LICENSORS with evidence that it has commenced legal action within the 20 day notice period, and all recoveries resulting from such action will be divided equally between LICENSEE and LICENSORS after reimbursement of UTMDACC’s reasonable legal LICENSEE recovers its costs and expenses directly related to such recovery; provided LICENSEE shall always have the option to jointly participate in such enforcement action, including, at LICENSEE’s discretion, by jointly bringing the action with UTMDACC or joining as a party plaintiff. If LICENSEE joins such suit and shares in the legal costs and expenses of the enforcement, then any recovery from such enforcement shall be shared by the parties in direct proportion to the reasonable legal costs and expenses paid by each party related to the recovery; provided that in no event shall UTMDACC retain more than [***] of any recovery after reimbursement of the parties’ legal costs.

Infringement by Third Parties. 7.1 LICENSEE9.1 Each PARTY will promptly inform the other of any suspected infringement of any claims in the PATENT RIGHTS or the misuse, at its expensemisappropriation, shall use commercially reasonable efforts theft or breach of confidence of other proprietary rights in the LICENSED SUBJECT MATTER by a third party. LICENSEE has the right, but not the obligation, to enforce any patent exclusively licensed hereunder institute an action for infringement, misuse, misappropriation, theft Specific terms in this Exhibit have been redacted because such terms are both not material and are of the type that the Company treats as private or confidential. These redacted terms have been marked in this Exhibit with three asterisks [***]. or breach of confidence of the proprietary rights against substantial and continuing infringement by such third parties party and is entitled to retain recovery from such enforcement. It is understood, provided however, that such obligation shall not be deemed to require LICENSEE to take such actions with respect to each such infringement, and LICENSEE may take into account reasonable strategic and other considerations in determining which infringers to take action against, as well as when and whether to do so. After after reimbursement of LICENSEE’s reasonable legal costs and expenses related to such recoveryenforcement, any award or damages awarded to LICENSEE that constitute lost profits shall be considered NET SALES for purposes of calculating royalties due LICENSORS. Additionally, if any award or damages awarded to LICENSEE constitute “reasonable royalties” pursuant to 35 USC §284 or punitive damages, LICENSEE agrees to pay a percentage of the monetary recovery it receives to UTMDACC, such percentage to be equal to the percentage that would apply under Section 4.1 if such monetary recovery was considered SUBLICENSE INCOME under this AGREEMENT; provided that for any monetary recovery that is for sales of LICENSED PRODUCTS lost to the infringement, in no event shall LICENSEE be responsible to pay UTMDACC amounts in excess of the royalty detailed in Section 4.1(d) for such lost sales. LICENSEE must notify UTMDACC in writing of any material potential infringement within thirty (30) calendar days of knowledge thereof. If within twelve (12) months of a request by UTMDACC to file suit, LICENSEE does not file suit against a third party that UTMDACC and LICENSEE mutually agree is a substantial infringer and that enforcement would be in the best interest of the licensed products (such agreement not to be unreasonably withheld), or where there is a good-faith dispute on the matter, it is so determined pursuant to the dispute-resolution procedures of Section 15.6 below, then BOARD or UTMDACC may, at its sole discretion, enforce any patent licensed hereunder against the infringing activities of such infringer, with UTMDACC retaining LICENSORS [***] percent ([***]%) of any such reasonable royalties or punitive damages. At LICENSEE’S request and expense, and subject to the statutory duties of the Texas Attorney General, LICENSORS agree to join any such action brought by LICENSEE if necessary. If LICENSEE fails to bring such an action or proceeding within 120 days after receiving notice or otherwise having knowledge of such infringement, then LICENSORS may institute an action for infringement, misuse, misappropriation, theft or breach of confidence of the proprietary rights against such third party at its own expense and retain all recoveries from such enforcement enforcement, and/or reduce the license granted hereunder to semi-exclusive and grant a license to such third party. LICENSORS will provide LICENSEE with 20 days written notice before they commence any legal action to terminate infringement of PATENT RIGHTS and LICENSEE may commence legal action at any time during the 20 day notice period. LICENSEE must provide LICENSORS with evidence that it has commenced legal action within the 20 day notice period, and all recoveries resulting from such action will be divided equally between LICENSEE and LICENSORS after reimbursement of UTMDACC’s reasonable legal LICENSEE recovers its costs and expenses directly related to such recovery; provided LICENSEE shall always have the option to jointly participate in such enforcement action, including, at LICENSEE’s discretion, by jointly bringing the action with UTMDACC or joining as a party plaintiff. If LICENSEE joins such suit and shares in the legal costs and expenses of the enforcement, then any recovery from such enforcement shall be shared by the parties in direct proportion to the reasonable legal costs and expenses paid by each party related to the recovery; provided that in no event shall UTMDACC retain more than [***] of any recovery after reimbursement of the parties’ legal costs.

Infringement by Third Parties. 7.1 LICENSEE8.01 - Upon learning of the infringement of PATENT RIGHTS by a third party, the party learning of such infringement shall promptly inform the other party in writing of that fact along with any evidence available pertaining to the infringement. STEMCO shall have the right, at its own expense, shall use commercially reasonable efforts to enforce any patent exclusively licensed hereunder against substantial and continuing infringement by third parties and is entitled to retain recovery from such enforcement. It is understood, however, that such obligation shall not be deemed to require LICENSEE to take whatever steps are necessary to stop the infringement and recover damages. In such case, STEMCO will keep DUKE informed of the steps taken and the progress of any legal actions with respect taken. STEMCO will pay to each DUKE royalties pursuant to Article 4.02 herein on any such infringementdamages recovered and allocated by the court, or in the absence of such allocation by the court, reasonably allocated by the mutual agreement of STEMCO and LICENSEE may take into account reasonable strategic and other considerations in determining which infringers to take action againstDUKE, as well as when and whether to do so. After reimbursement of LICENSEE’s reasonable legal costs and expenses related to such recovery, LICENSEE agrees to pay a percentage of the monetary recovery it receives to UTMDACC, such percentage to be equal to the percentage that would apply under Section 4.1 if such monetary recovery was considered SUBLICENSE INCOME under this AGREEMENT; provided that consideration for any monetary recovery that is for lost sales of LICENSED PRODUCTS lost to the infringement, in no event shall LICENSEE be responsible to pay UTMDACC amounts that are in excess of out-of-pocket legal expenses incurred by STEMCO in enforcing the royalty detailed PATENT RIGHTS plus STEMCO’s reimbursement to DUKE for its out-of-pocket expenses in Section 4.1(dcooperating with STEMCO in prosecution or arbitration of such infringement. Any damages recovered by STEMCO in excess of those allocated as set forth above shall be shared, with [ *** ] receiving [ *** ] percent ([ *** ]%) for such lost salesand [ *** ] receiving [ *** ] percent ([ *** ]%). LICENSEE must notify UTMDACC in writing of any material potential infringement If STEMCO does not undertake, within thirty sixty (3060) calendar days of knowledge thereof. If within twelve (12) months of a request by UTMDACC to file suit, LICENSEE does not file suit against a third party that UTMDACC and LICENSEE mutually agree is a substantial infringer and that enforcement would be in the best interest date of the licensed products (such agreement not notice of infringement, to be unreasonably withheld)enforce the PATENT RIGHTS against the infringing party, or where there is a good-faith dispute on DUKE shall have the matter, it is so determined pursuant to the dispute-resolution procedures of Section 15.6 below, then BOARD or UTMDACC mayright, at its sole discretionown expense to take whatever steps are necessary to stop the infringement and recover damages, enforce any patent licensed hereunder against and shall be entitled to retain damages so recovered and allocated by the infringing activities court, or in the absence of such infringerallocation by the court, reasonably allocated by the mutual agreement of STEMCO and DUKE, as consideration for lost sales of LICENSED PRODUCTS that are in excess of out-of-pocket legal expenses incurred by DUKE in enforcing the PATENT RIGHTS plus DUKE’s reimbursement to STEMCO for its out-of-pocket expenses in cooperating with DUKE in prosecution or arbitration of such infringement. Any damages recovered by DUKE in excess of those allocated as set forth above shall be shared, with UTMDACC retaining [[ *** ] receiving [ *** ] all recoveries from such enforcement after reimbursement of UTMDACC’s reasonable legal costs percent ([ *** ]%) and expenses related to such recovery; provided LICENSEE shall always have [ *** ] receiving [ *** ] percent ([ *** ]%). [ * * * ] = Certain information on this page has been omitted and filed separately with the option to jointly participate in such enforcement action, including, at LICENSEE’s discretion, by jointly bringing the action Securities and Exchange Commission. Confidential treatment has been requested with UTMDACC or joining as a party plaintiff. If LICENSEE joins such suit and shares in the legal costs and expenses of the enforcement, then any recovery from such enforcement shall be shared by the parties in direct proportion respect to the reasonable legal costs and expenses paid by each party related to the recovery; provided that in no event shall UTMDACC retain more than [***] of any recovery after reimbursement of the parties’ legal costsomitted portions.

Infringement by Third Parties. 7.1 LICENSEE8.01 - Upon learning of the infringement of PATENT RIGHTS by a third party, the party learning of such infringement shall promptly inform the other party in writing of that fact along with any evidence available pertaining to the infringement. STEMCO shall have the right, at its own expense, shall use commercially reasonable efforts to enforce any patent exclusively licensed hereunder against substantial and continuing infringement by third parties and is entitled to retain recovery from such enforcement. It is understood, however, that such obligation shall not be deemed to require LICENSEE to take whatever steps are necessary to stop the infringement and recover damages. In such case, STEMCO will keep DUKE informed of the steps taken and the progress of any legal actions with respect taken. STEMCO will pay to each DUKE [ * ] on any such infringementdamages recovered and allocated by the court, or in the absence of such allocation by the court, reasonably allocated by the mutual agreement of STEMCO and LICENSEE may take into account reasonable strategic and other considerations in determining which infringers to take action againstDUKE, as well as when and whether to do so. After reimbursement of LICENSEE’s reasonable legal costs and expenses related to such recovery, LICENSEE agrees to pay a percentage of the monetary recovery it receives to UTMDACC, such percentage to be equal to the percentage that would apply under Section 4.1 if such monetary recovery was considered SUBLICENSE INCOME under this AGREEMENT; provided that consideration for any monetary recovery that is for lost sales of LICENSED PRODUCTS lost to the infringement, in no event shall LICENSEE be responsible to pay UTMDACC amounts that are in excess of out-of-pocket legal expenses incurred by STEMCO in enforcing the royalty detailed PATENT RIGHTS plus STEMCO’s reimbursement to DUKE for its out-of-pocket expenses in Section 4.1(dcooperating with STEMCO in prosecution or arbitration of such infringement. Any damages recovered by STEMCO in excess of those allocated as set forth above shall be [ * ]. If STEMCO does not undertake, within sixty (60) for such lost sales. LICENSEE must notify UTMDACC in writing of any material potential infringement within thirty (30) calendar days of knowledge thereof. If within twelve (12) months of a request by UTMDACC to file suit, LICENSEE does not file suit against a third party that UTMDACC and LICENSEE mutually agree is a substantial infringer and that enforcement would be in the best interest date of the licensed products (such agreement not notice of infringement, to be unreasonably withheld)enforce the PATENT RIGHTS against the infringing party, or where there is a good-faith dispute on DUKE shall have the matter, it is so determined pursuant to the dispute-resolution procedures of Section 15.6 below, then BOARD or UTMDACC mayright, at its sole discretionown expense to take whatever steps are necessary to stop the infringement and recover damages, enforce any patent licensed hereunder against and shall be entitled to retain damages so recovered and allocated by the infringing activities court, or in the absence of such infringerallocation by the court, reasonably allocated by the mutual agreement of STEMCO and DUKE, as consideration for lost sales of LICENSED PRODUCTS that are in excess of out-of-pocket legal expenses incurred by DUKE in enforcing the PATENT RIGHTS plus DUKE’s reimbursement to STEMCO for its out-of-pocket expenses in cooperating with UTMDACC retaining [***DUKE in prosecution or arbitration of such infringement. Any damages recovered by DUKE in excess of those allocated as set forth above shall be [ * ]. [ * ] all recoveries from such enforcement after reimbursement of UTMDACC’s reasonable legal costs = Certain confidential information contained in this document, marked by brackets, has been omitted and expenses related filed separately with the Securities and Exchange Commission pursuant to such recovery; provided LICENSEE shall always have the option to jointly participate in such enforcement action, including, at LICENSEE’s discretion, by jointly bringing the action with UTMDACC or joining as a party plaintiff. If LICENSEE joins such suit and shares in the legal costs and expenses Rule 406 of the enforcementSecurities Act of 1933, then any recovery from such enforcement shall be shared by the parties in direct proportion to the reasonable legal costs and expenses paid by each party related to the recovery; provided that in no event shall UTMDACC retain more than [***] of any recovery after reimbursement of the parties’ legal costsas amended.

Infringement by Third Parties. 7.1 LICENSEEGen-Probe will have the right, but not the obligation, at its expense, shall use commercially reasonable efforts own expense to bring and control an action to enforce any patent exclusively licensed hereunder against substantial and continuing the Gen-Probe Patents, whether the infringement by third parties and is entitled to retain recovery from such enforcement. It is understoodhas occurred in the Company Field or not; provided, however, that Company will be entitled to join and participate in any such obligation shall action at its own expense to the extent the alleged infringement would have a material adverse effect in the Company Field, provided that Gen-Probe will maintain control of and direction of such action. If Gen-Probe does not be deemed to require LICENSEE to take bring an action against the alleged infringer within 60 days after written notice from Company and the alleged infringement has occurred in the Company Field, Company may request that Gen-Probe bring and control such actions an action with respect to each infringement in the Company Field, which request shall explain the rationale and support for taking such infringementan action, which Gen-Probe will consider in good faith subject to agreement between Company and Gen-Probe on an appropriate sharing of costs of bringing such action, provided that Gen-Probe will maintain control of and direction of such action. Each party shall promptly notify the other party if it learns of any infringement matter concerning the Gen-Probe Patents. The expense of the parties in bringing suit will first be reimbursed out of any moneys recovered, with the party bringing the suit being reimbursed first. Except as otherwise agreed pursuant to any cost-sharing arrangement, the balance of any recovery shall be distributed: (a) with respect to the portion (percentage) of the total recovery that is reasonably related to infringement in the Company Field, (i) to Company in an amount equal to its lost profits or a reasonable royalty on the sales of the infringer (whichever measure of damages shall have been applied) with respect to the portion (percentage) of the total recovery that is reasonably related to infringement in the Company Field, and LICENSEE may take into account reasonable strategic and other considerations (ii) then to Gen-Probe in determining which infringers to take action against, as well as when and whether to do so. After reimbursement of LICENSEE’s reasonable legal costs and expenses related to such recovery, LICENSEE agrees to pay a percentage of the monetary recovery it receives to UTMDACC, such percentage to be an amount equal to the percentage royalties and other fees due Gen-Probe based on such sales (if a sales of the infringer measure of damages is applied) or a reasonable approximation of the royalties that Company would apply under Section 4.1 have owed to Gen-Probe on sales of Products that Company lost to the infringer (if such monetary recovery was considered SUBLICENSE INCOME under this AGREEMENTa lost profits measure of damages is applied); provided that for any monetary and (b) [*] to Gen-Probe with respect to the portion (percentage) of the total recovery that is reasonably related to infringement outside the Company Field. The balance, if any, remaining after Company has been compensated for lost profits or lost sales within the Company Field and Gen.-Probe has been compensated for lost royalties in respect of LICENSED PRODUCTS lost infringement within the Company Field and Gen-Probe has recovered all direct damages in respect of infringement outside the Company Field shall be divided as follows: (1) [*] to Gen-Probe and [*] to Company with respect to the infringement, in no event shall LICENSEE be responsible to pay UTMDACC amounts in excess portion (percentage) of the royalty detailed in Section 4.1(d) for such lost sales. LICENSEE must notify UTMDACC in writing of any material potential total recovery that is reasonably related to infringement within thirty (30) calendar days of knowledge thereof. If within twelve (12) months of a request by UTMDACC to file suit, LICENSEE does not file suit against a third party that UTMDACC and LICENSEE mutually agree is a substantial infringer and that enforcement would be in the best interest Company Field; and (2) [*] to Gen-Probe with respect to the portion (percentage) of the licensed products (such agreement not to be unreasonably withheld), or where there total recovery that is a good-faith dispute on the matter, it is so determined pursuant to the dispute-resolution procedures of Section 15.6 below, then BOARD or UTMDACC may, at its sole discretion, enforce any patent licensed hereunder against the infringing activities of such infringer, with UTMDACC retaining [***] all recoveries from such enforcement after reimbursement of UTMDACC’s reasonable legal costs and expenses reasonably related to such recovery; provided LICENSEE shall always have infringement outside the option to jointly participate in such enforcement action, including, at LICENSEE’s discretion, by jointly bringing the action with UTMDACC or joining as a party plaintiff. If LICENSEE joins such suit and shares in the legal costs and expenses of the enforcement, then any recovery from such enforcement shall be shared by the parties in direct proportion to the reasonable legal costs and expenses paid by each party related to the recovery; provided that in no event shall UTMDACC retain more than [***] of any recovery after reimbursement of the parties’ legal costsCompany Field.

Infringement by Third Parties. 7.1 LICENSEE, at its expense, Each Party shall use commercially reasonable efforts to enforce any patent exclusively licensed hereunder against substantial and continuing infringement by third parties and is entitled to retain recovery from such enforcement. It is understood, however, that such obligation shall not be deemed to require LICENSEE to take such actions with respect to each such infringement, and LICENSEE may take into account reasonable strategic and promptly advise the other considerations in determining which infringers to take action against, as well as when and whether to do so. After reimbursement of LICENSEE’s reasonable legal costs and expenses related to such recovery, LICENSEE agrees to pay a percentage of the monetary recovery it receives to UTMDACC, such percentage to be equal to the percentage that would apply under Section 4.1 if such monetary recovery was considered SUBLICENSE INCOME under this AGREEMENT; provided that for any monetary recovery that is for sales of LICENSED PRODUCTS lost to the infringement, in no event shall LICENSEE be responsible to pay UTMDACC amounts in excess of the royalty detailed in Section 4.1(d) for such lost sales. LICENSEE must notify UTMDACC in writing of any material potential infringement within thirty or suspected infringement of any of the rights under the Licensed Patents licensed hereby that Licensed Rights cover a Licensed Product (30the Licensed Rights”) calendar days of knowledge thereof. If within twelve (12) months of a request by UTMDACC to file suit, LICENSEE does not file suit against a third party that UTMDACC and LICENSEE mutually agree is a substantial infringer and that enforcement would be in (an "Infringement"). In the best interest case of any Infringement of any Licensed Rights by any third party (an “Infringer”) during the term of this Agreement, obligation, under Licensee's icensee's expense, to own control Infringement of the licensed products (Licensed Rights, or to defend the Licensed Rights in any declaratory judgment action brought by third parties which alleges the invalidity, unenforceability or noninfringement of the Licensed Rights under the Licensed Patents and to otherwise enforce such agreement Licensed Rights or such other intellectual property right. Licensor shall assist Licensee as reasonably requested, at Licensee's expense, Infringer. Any amount recovered as a result of any action taken by Licensee hereunder shall be first applied to reimbursing Licensee for its out-of-pocket expenses incurred in connection therewith and the remainder, if any, shall be divided appropriately between Licensee and Licensor with reference to the relative monetary injury suffered by each of them by reason of the infringement for which said amounts are recovered. If, following reasonable notice from the Licensor, Licensee shall fail to take any action against any Infringer which Licensor may reasonably deem necessary or desirable to prevent such Infringement, or to recover damages therefor, in addition to any other remedy available to it, Licensor may, upon notice to Licensee, take any steps Licensor may deem appropriate against such Infringer Licensee shall assist Licensor, at Licensor's action against any such Infringer. Any amount recovered as a result of any such action taken by Licensor shall first be applied to reimbursing Licensor for its out-of-pocket expenses incurred in connection therewith and the remainder, if any, shall be divided appropriately between Licensee and Licensor with reference to the relative monetary injury suffered by each of them by reason of the infringement for which said amounts are recovered. Neither Party may settle or compromise any such suit or action for Infringement pursuant to this section without the written consent of the other Party, which consent shall not to be unreasonably withheld), withheld or where there is a good-faith dispute on delayed. This paragraph shall survive the matter, it is so determined pursuant to the dispute-resolution procedures termination or expiration of Section 15.6 below, then BOARD or UTMDACC may, at its sole discretion, enforce any patent licensed hereunder against the infringing activities of such infringer, with UTMDACC retaining [***] all recoveries from such enforcement after reimbursement of UTMDACC’s reasonable legal costs and expenses related to such recovery; provided LICENSEE shall always have the option to jointly participate in such enforcement action, including, at LICENSEE’s discretion, by jointly bringing the action with UTMDACC or joining as a party plaintiff. If LICENSEE joins such suit and shares in the legal costs and expenses of the enforcement, then any recovery from such enforcement shall be shared by the parties in direct proportion to the reasonable legal costs and expenses paid by each party related to the recovery; provided that in no event shall UTMDACC retain more than [***] of any recovery after reimbursement of the parties’ legal coststhis Agreement.

Infringement by Third Parties. 7.1 LICENSEE, at its expense, shall use commercially reasonable efforts to may enforce any patent exclusively licensed hereunder against substantial and continuing infringement in the LICENSED TERRITORY by third parties and is entitled to retain recovery from such enforcement. It is understood, however, that such obligation shall not be deemed to require LICENSEE to take such actions with respect to each such infringement, and LICENSEE may take into account reasonable strategic and other considerations in determining which infringers to take action against, as well as when and whether to do so. After reimbursement of LICENSEE’s reasonable legal costs and expenses related to such recovery, LICENSEE agrees to pay a percentage of MOLECULIN either: (a) the monetary recovery it receives to UTMDACC, such percentage to be equal to the percentage that would apply under Section 4.1 if such monetary recovery was considered SUBLICENSE INCOME under this AGREEMENT; provided that royalty detailed in Article V for any monetary recovery that is for sales of LICENSED PRODUCTS lost due to the infringement, infringement and fifty percent (50%) of any other damages received; or (b) fifty percent (50%) of reasonable royalties awarded and any other damages received in no event shall LICENSEE be responsible to pay UTMDACC amounts any recovery in excess of which the royalty detailed in Section 4.1(d) compensatory award is solely for such lost salesreasonable royalties. LICENSEE must notify UTMDACC MOLECULIN in writing of any material potential infringement within thirty (30) calendar days of knowledge thereof. If LICENSEE decides not to pursue an infringement enforcement action within twelve (12) months six month of a request by UTMDACC to file suitknowledge of such infringement, LICENSEE does not file suit against a third party that UTMDACC will notify MOLECULIN and LICENSEE mutually agree is a substantial infringer and that enforcement would be in the best interest of the licensed products (such agreement not to be unreasonably withheld), or where there is a good-faith dispute on the matter, it is so determined pursuant to the dispute-resolution procedures of Section 15.6 below, then BOARD or UTMDACC MOLECULIN may, at its sole discretion, enforce after considering the commercially reasonable bases for LICENSEE’s decision not to pursue such infringement enforcement action, pursue the enforcement of any patent licensed hereunder against on behalf of itself and LICENSEE. In such case, the infringing activities parties will discuss in good faith the appropriate settlement of such infringer, with UTMDACC retaining [***] all recoveries from such enforcement after reimbursement case and/or the appropriate distribution of UTMDACC’s reasonable legal costs and expenses related to such recovery; provided LICENSEE shall always have the option to jointly participate in such enforcement action, including, at LICENSEE’s discretion, by jointly bringing the action with UTMDACC or joining as a party plaintiff. If LICENSEE joins such suit and shares in the legal costs and expenses of the enforcement, then any recovery from such enforcement action, which shall be shared by depend on LICENSEE’s involvement with and contribution to such case and the effect of the LICENSEE’s ability to commercialize the LICENSED SUBJECT MATTER in the LICENSED TERRITORY. In any suit or dispute involving an infringer, the parties in direct proportion agree to cooperate fully with each other. At the reasonable legal costs request and expenses paid by each party related to the recovery; provided that in no event shall UTMDACC retain more than [***] of any recovery after reimbursement expense of the parties’ legal costsparty bringing suit, the other party will permit access during regular business hours, to all relevant personnel, records, papers, information, samples, specimens, and the like in its possession.

Infringement by Third Parties. 7.1 LICENSEE, at its expense, Triangle shall use commercially reasonable efforts have the first right to enforce or have enforced at no expense to Licensor any patent Patent Rights to the extent exclusively licensed hereunder against substantial and continuing infringement by third parties and is shall be entitled to retain recovery from such enforcement. It is understoodUpon Triangle's undertaking to pay all expenditures reasonably incurred by Licensor, however, that each Licensor shall reasonably cooperate in any such obligation shall not be deemed to require LICENSEE to take such actions with respect to each such infringement, and LICENSEE may take into account reasonable strategic and other considerations in determining which infringers to take action againstenforcement and, as well necessary, join as when and whether to do soa party therein. After reimbursement of LICENSEE’s reasonable legal first deducting its costs and expenses related incurred in respect of enforcement (to such recoverythe extent not otherwise awarded by settlement or a court), LICENSEE agrees to Triangle shall pay a percentage Licensor Royalties (calculated per Section 3.3) on the balance of the any monetary recovery it receives to UTMDACC, such percentage to be equal to the percentage that would apply under Section 4.1 if extent such monetary recovery was considered SUBLICENSE INCOME under this AGREEMENT; provided that for any monetary recovery that is for sales of LICENSED PRODUCTS lost held to the infringement, be a reasonable royalty or damages in no event shall LICENSEE be responsible to pay UTMDACC amounts in excess of the royalty detailed in Section 4.1(d) for such lost sales. LICENSEE must notify UTMDACC in writing of any material potential infringement within thirty (30) calendar days of knowledge lieu thereof. If within twelve (12) months of a request by UTMDACC to file suit, LICENSEE In the event that Triangle does not file suit against a third party that UTMDACC and LICENSEE mutually agree is or commence settlement negotiations with a substantial infringer of Licensor's Patent Rights within [*] after receipt of a written demand from Licensor that Triangle bring suit, then the parties will consult with one another in an effort to determine whether a reasonably prudent licensee would institute litigation to enforce the patent in question in light of all relevant business and that enforcement would be in economic factors (including, but not limited to, the best interest projected cost of such litigation, the licensed products (such agreement not to be unreasonably withheld), or where there is a good-faith dispute likelihood of success on the mattermerits, the probable amount of any damage award, the prospects for satisfaction of any judgment against the alleged infringer, the possibility of counterclaims against Triangle and Licensor, the diversion of Triangle's human and economic resources, the impact of any possible adverse outcome on Triangle and the effect any publicity might have on Triangle's and Licensor's respective reputations and goodwill). If the parties cannot agree, the determination will be made by a mutually and reasonably acceptable third party consultant. If after such process, it is so determined pursuant to the dispute-resolution procedures of Section 15.6 below, then BOARD that a suit should be filed and Triangle does not file suit or UTMDACC may, at its sole discretion, enforce any patent licensed hereunder against the infringing activities of such infringer, with UTMDACC retaining [***] all recoveries from such enforcement after reimbursement of UTMDACC’s reasonable legal costs and expenses related to such recovery; provided LICENSEE shall always have the option to jointly participate in such enforcement action, including, at LICENSEE’s discretion, by jointly bringing the action with UTMDACC or joining as a party plaintiff. If LICENSEE joins such suit and shares in the legal costs and expenses of the enforcement, then any recovery from such enforcement shall be shared by the parties in direct proportion to the reasonable legal costs and expenses paid by each party related to the recovery; provided that in no event shall UTMDACC retain more than [***] of any recovery after reimbursement of the parties’ legal costs.commence settlement * CONFIDENTIAL TREATMENT REQUESTED

Infringement by Third Parties. 7.1 LICENSEEEthicon shall have the first right, at its expense, shall use commercially reasonable efforts to enforce any patent exclusively licensed hereunder against substantial and continuing infringement by third parties and is entitled to retain recovery from such enforcement. It is understood, however, that such obligation shall but not be deemed to require LICENSEE to take such actions with respect to each such infringement, and LICENSEE may take into account reasonable strategic and other considerations in determining which infringers to take action against, as well as when and whether to do so. After reimbursement of LICENSEE’s reasonable legal costs and expenses related to such recovery, LICENSEE agrees to pay a percentage of the monetary recovery it receives to UTMDACC, such percentage to be equal to the percentage that would apply under Section 4.1 if such monetary recovery was considered SUBLICENSE INCOME under this AGREEMENT; provided that for any monetary recovery that is for sales of LICENSED PRODUCTS lost to the infringement, in no event shall LICENSEE be responsible to pay UTMDACC amounts in excess of the royalty detailed in Section 4.1(d) for such lost sales. LICENSEE must notify UTMDACC in writing of any material potential infringement within thirty (30) calendar days of knowledge thereof. If within twelve (12) months of a request by UTMDACC to file suit, LICENSEE does not file suit against a third party that UTMDACC and LICENSEE mutually agree is a substantial infringer and that enforcement would be in the best interest of the licensed products (such agreement not to be unreasonably withheld), or where there is a good-faith dispute on the matter, it is so determined pursuant to the dispute-resolution procedures of Section 15.6 below, then BOARD or UTMDACC mayobligation, at its sole discretionexpense and with counsel of its own choice, to enforce the Background MVIS Intellectual Property and Developed MVIS Intellectual Property against any infringer that is making, using, selling, or importing any product that is competitive with the Licensed Products in the Field, including the right to file suit for patent licensed hereunder against infringement joining MVIS as a party. MVIS shall permit the infringing activities use of its name in all such suits, sign all necessary papers, and will attempt to do all reasonable things necessary at Ethicon's expense, to facilitate the prosecution of such infringerinfringement suits. In such litigation, Ethicon will defend the validity of the asserted patent claims of the Background MVIS Intellectual Property and Developed Intellectual Property; however, Ethicon is not obligated to appeal any adverse decision by a lower court on the validity of Background MVIS Intellectual Property and Developed Intellectual Property if Ethicon reasonably believes that it does not have a reasonable chance of prevailing. Ethicon will not settle any such litigation in a manner that admits to the invalidity of the Background MVIS Intellectual Property and Developed MVIS Intellectual Property or otherwise compromises the validity or enforceability of the Developed MVIS Intellectual Property without MVIS's prior written consent. Ethicon shall incur no liability to MVIS as a consequence of such litigation, the conduct of such litigation or any unfavorable decision resulting from it, *This portion of the Exhibit has been omitted pursuant to a Request for Confidential Treatment under Rule 24b-2 under the Securities Exchange Act of 1934, as amended. The complete Exhibit, including the portions for which confidential treatment has been requested, has been filed separately with UTMDACC retaining [***] the Securities and Exchange Commission. including any decision holding any of the Background MVIS Intellectual Property or Developed MVIS Intellectual Property invalid or unenforceable. Within 120 days of becoming aware of the infringement of any Background MVIS Intellectual Property or Developed MVIS Intellectual Property, Ethicon shall decide whether to institute an infringement suit. If Ethicon fails to decide whether to institute an infringement suit within such 120 day period, then MVIS shall have the right at its sole discretion to institute such suit or other appropriate action in the name of either or both parties. In such event, Ethicon shall permit the use of its name in all recoveries such suits, sign all necessary papers, and will attempt to do all reasonable things necessary at MVIS's expense, to facilitate the prosecution of such infringement suits. Any recovery of damages by either Party by way of judgment, award, decree or settlement resulting from any such enforcement after reimbursement of UTMDACC’s reasonable legal suit against a Third Party infringer pursuant to this Article 9.3 shall be allocated as follows: Such recovery shall first be used to reimburse each Party for all litigation costs and expenses related to (including attorney's fees and charges) in connection with such recoverylitigation paid by either Party; provided LICENSEE The parties shall always have the option to jointly participate in share any remaining portion of such enforcement action, including, at LICENSEE’s discretion, by jointly bringing the action with UTMDACC or joining as a party plaintiff. If LICENSEE joins such suit and shares recovery in the legal costs and expenses proportion of their economic loss resulting from the enforcementinfringement. Notwithstanding the provisions of this Article 9.3, then any recovery if the making, using, selling, or importing of a product competitive to the Licensed Product in the Field would infringe Background MVIS Intellectual Property that is licensed by MVIS from such enforcement one or more Third Parties, MVIS's obligations under this Article 9.3 shall be shared by the parties in direct proportion limited to the reasonable legal costs extent necessary to make them consistent with its rights and expenses paid by each party related obligations under its license agreement with such Third Party licensors. In such event, MVIS shall exercise its rights under such license agreements with respect to enforcement of such licensed Third Party Intellectual Property Rights in consultation with Ethicon and in a manner that is as consistent as possible with the recovery; provided that in no event shall UTMDACC retain more than [***] requirements of any recovery after reimbursement of the parties’ legal coststhis Article 9.3.

Infringement by Third Parties. 7.1 LICENSEE, at its expense, Each party shall use commercially reasonable efforts to enforce inform the other party of any patent exclusively licensed hereunder against substantial and continuing infringement by third parties and is entitled to retain recovery from such enforcement. It is understood, however, that such obligation shall not be deemed to require LICENSEE to take such actions with respect to each such infringement, and LICENSEE may take into account reasonable strategic and other considerations in determining which infringers to take action against, as well as when and whether to do so. After reimbursement of LICENSEE’s reasonable legal costs and expenses related to such recovery, LICENSEE agrees to pay a percentage or suspected infringement of the monetary recovery it receives to UTMDACC, such percentage to be equal to the percentage that would apply under Section 4.1 if such monetary recovery was considered SUBLICENSE INCOME under this AGREEMENT; provided that for Patents or infringement (including any monetary recovery that is for sales of LICENSED PRODUCTS lost to the infringement, in no event shall LICENSEE be responsible to pay UTMDACC amounts in excess misappropriation) of the royalty detailed in Section 4.1(dTechnology of which such party becomes aware within ten (10) for business days after such lost sales. LICENSEE must notify UTMDACC in writing party becomes aware of any material potential such infringement within or suspected infringement. For a period of thirty (30) calendar days after receipt by AccuMed of, or AccuMed's sending of, such notice of knowledge thereofinfringement, AccuMed will have the exclusive right to commence an action and otherwise assert rights in the Patents and the Technology against any such infringers or suspected infringers and will have the right at its sole discretion to make any settlement or compromise with the third-party infringer, provided that the terms of any such settlement may not modify the exclusivity of the licenses granted to LICENSEE in this Agreement or otherwise diminish LICENSEE'S economic rights or expectations hereunder. If within twelve (12) months of a request by UTMDACC AccuMed shall elect to file suitprosecute any such infringer, LICENSEE does not file suit shall take such steps as are reasonably requested by AccuMed to enable it to protect its rights under the Patents and under the Technology against a third party that UTMDACC and LICENSEE mutually agree is a substantial infringer and that enforcement would be any such infringement or suspected infringement. If (i) AccuMed fails to commence an action or otherwise assert its rights in the best interest Patents and the Technology against any such infringers or suspected infringers within such thirty (30) day period and (ii) LICENSEE provides AccuMed with the opinion of patent counsel mutually acceptable to the licensed products (such agreement not to be unreasonably withheld), or where parties stating that there is a goodlikelihood of infringement or misappropriation by such suspected infringers (an "Infringement Opinion"), then LICENSEE may bring an action or proceeding (including any alternative dispute resolution process) to enjoin the infringement, to recover damages for it, or both and AccuMed grants LICENSEE the right to use AccuMed's name in connection therewith and will have the right at LICENSEE'S sole discretion to make any settlement or compromise with the third-faith dispute on the matterparty infringer, it is so determined pursuant in accordance with and subject to the dispute-resolution procedures of Section 15.6 provisions set forth below. If an Infringement Opinion is delivered to AccuMed and, accordingly, LICENSEE is permitted to bring such action, then BOARD or UTMDACC may, at LICENSEE may elect to deduct a percentage of its sole discretion, enforce any patent licensed hereunder against the infringing activities of such infringer, with UTMDACC retaining [***] all recoveries from such enforcement after reimbursement of UTMDACC’s reasonable legal out-of-pocket costs and expenses related (but otherwise will bear all other costs and expenses), which includes without limitation court costs and attorneys' fees for such action up to a maximum deduction of fifty percent (the "Fee Percentage") and shall notify AccuMed of such recovery; provided election and the applicable Fee Percentage when the Infringement Opinion is delivered by LICENSEE to AccuMed. LICENSEE shall always have the option be permitted to jointly participate deduct from future Minimum Guaranteed Payments and Required Royalties, as they become due under this Agreement, that portion of its out-of-pocket expenses in such enforcement action, including, at LICENSEE’s discretion, by jointly bringing the action with UTMDACC or joining as a party plaintiff. If LICENSEE joins such suit and shares in the legal costs and expenses of the enforcement, then any recovery from such enforcement shall be shared by the parties in direct proportion an amount equal to the reasonable legal costs and expenses paid by each party related to the recovery; provided that in no event shall UTMDACC retain more than [***] Fee Percentage thereof. All proceeds of any recovery after reimbursement of the parties’ legal costs.action or proceeding

Infringement by Third Parties. 7.1 LICENSEE9.1 If either HPI or MBI becomes aware of any infringement or potential infringement of the Patent Rights, each shall promptly notify the other of such in writing. HPI, at its expense, shall use commercially reasonable efforts have the first right to enforce any patent Patent Rights exclusively licensed hereunder against substantial and continuing infringement by third parties and is entitled within the Licensed Field, which right may be granted by HPI to retain recovery from its Affiliate or sublicensee. With respect to infringement of the Patent Rights within the Licensed Field, if HPI does not file suit against a substantial infringer or take alternative action reasonably acceptable to MBI to end such enforcement. It is understoodinfringement in the Licensed Field, howeverwithin six (6) months of knowledge thereof, then, provided that such obligation infringement is still on going, MBI may, at its sole discretion, enforce the Patent Rights against such infringement in the Licensed Field. Recoveries from any such enforcement in the Licensed Field shall not be deemed first to require LICENSEE to take such actions with respect to each such infringement, reimburse the enforcing party (whether the MBI or the HPI) for the cost and LICENSEE may take into account reasonable strategic and other considerations in determining which infringers to take action against, as well as when and whether to do so. After reimbursement of LICENSEE’s reasonable legal costs and expenses expense related to such recoveryenforcement action, LICENSEE and the remainder shall be paid to the enforcing party; provided that if HPI is the enforcing party, HPI agrees to pay a percentage MBI any amount that MBI is required to pay UTMDACC under Section 7.1 of the monetary recovery it receives UTMDACC Agreements, which is either: (a) the applicable royalty payment due to UTMDACC, such percentage to be equal to UTMDACC detailed in Section 4.1(d) of the percentage that would apply under Section 4.1 if such monetary recovery was considered SUBLICENSE INCOME under this AGREEMENT; provided that UTMDACC Agreements for any monetary recovery that is for sales of LICENSED PRODUCTS Licensed Product lost due to the infringementinfringement and fifty percent (50%) of related punitive damages received by HPI or its Affiliate; or (b) fifty percent (50%) of reasonable royalties awarded and received by HPI or its Affiliate, and fifty percent (50%) of related punitive damages received by HPI or its Affiliate in no event any monetary recovery in which the award is for reasonable royalties. As between the Parties, MBI shall LICENSEE be responsible to pay UTMDACC amounts in excess of have the royalty detailed in Section 4.1(d) for such lost sales. LICENSEE must notify UTMDACC in writing of any material potential infringement within thirty (30) calendar days of knowledge thereof. If within twelve (12) months of a request by UTMDACC to file suit, LICENSEE does not file suit against a third party that UTMDACC sole and LICENSEE mutually agree is a substantial infringer and that enforcement would be in the best interest of the licensed products (such agreement not to be unreasonably withheld), or where there is a good-faith dispute on the matter, it is so determined pursuant to the dispute-resolution procedures of Section 15.6 below, then BOARD or UTMDACC mayexclusive right, at its sole discretion, to enforce any patent licensed hereunder Patent Rights against infringement by third parties outside the infringing activities of such infringerLicensed Field, with UTMDACC retaining [***] and shall bear all recoveries from such enforcement after reimbursement of UTMDACC’s reasonable legal costs related expenses and expenses retain all related recoveries, which right may be granted by MBI to such recovery; provided LICENSEE shall always have the option to jointly participate in such enforcement action, including, at LICENSEE’s discretion, by jointly bringing the action with UTMDACC its Affiliate or joining as a party plaintiff. If LICENSEE joins such suit and shares in the legal costs and expenses of the enforcement, then any recovery from such enforcement shall be shared by the parties in direct proportion to the reasonable legal costs and expenses paid by each party related to the recovery; provided that in no event shall UTMDACC retain more than [***] of any recovery after reimbursement of the parties’ legal costssublicensee.

Infringement by Third Parties. 7.1 LICENSEE, at its expense, shall use commercially reasonable efforts to enforce (a) If CKD becomes aware of any patent exclusively licensed hereunder against substantial and continuing infringement by third parties and is entitled to retain recovery from such enforcement. It is understood, however, that such obligation shall not be deemed to require LICENSEE to take such actions with respect to each such infringement, and LICENSEE may take into account reasonable strategic and actual or suspected, or any other considerations in determining which infringers to take action against, as well as when and whether to do so. After reimbursement of LICENSEE’s reasonable legal costs and expenses related to such recovery, LICENSEE agrees to pay a percentage unauthorized use of the monetary recovery Licensed Patent rights by Third Party infringers in the Territory within the Field of Use (a “Field Infringement”), it receives shall promptly give notice to UTMDACC, such percentage to be equal to Cara in writing specifying the percentage that would apply under Section 4.1 if such monetary recovery was considered SUBLICENSE INCOME under this AGREEMENT; provided that for any monetary recovery that is for sales of LICENSED PRODUCTS lost to the infringement, in no event shall LICENSEE be responsible to pay UTMDACC amounts in excess particulars of the royalty detailed in Section 4.1(d) for such lost salesunauthorized use. LICENSEE must notify UTMDACC in writing of any material potential infringement within thirty (30) calendar days of knowledge thereof. If within twelve (12) months of a request by UTMDACC to file suit, LICENSEE does not file suit against a third party that UTMDACC and LICENSEE mutually agree is a substantial infringer and that enforcement would be in the best interest of the licensed products (such agreement not to be unreasonably withheld), or where there is a good-faith dispute on the matter, it is so determined pursuant to the dispute-resolution procedures of Section 15.6 below, then BOARD or UTMDACC mayCara, at its sole discretion, enforce shall have the right to take whatever action it deems advisable in connection with the Field Infringement. Cara shall notify CKD of whatever action is taken, or if none is taken. If Cara decides to take action of any patent licensed hereunder kind against the infringing activities Field Infringement, Cara shall have sole control of the conduct of any such action. Cara shall bear the entire cost and expense associated with the conduct of any such action, and any recovery or compensation that may be awarded as a result of such infringeraction, including but not limited to any settlement that may be reached, shall belong to Cara. CKD, if requested by Cara, shall cooperate fully with UTMDACC retaining Cara, at Cara’s expense, in the conduct of any such action. Such cooperation shall not entitle CKD to any claim for recovery or compensation in respect thereof, and all such recovery or compensation shall belong solely to Cara. In the event CKD has any commercial damages and losses directly from Field Infringement by Third Party, CKD shall keep Cara informed of them and Cara shall agree to cooperate with CKD for a remedy and defense. CKD shall not take any actions with respect to any such Field Infringement that materially negatively affects Cara’s rights or interests in the Licensed Patent rights. THE COPY FILED HEREWITH OMITS THE INFORMATION SUBJECT TO A CONFIDENTIALITY REQUEST. OMISSIONS ARE DESIGNATED [***] all recoveries from such enforcement after reimbursement of UTMDACC’s reasonable legal costs and expenses related to such recovery; provided LICENSEE shall always have the option to jointly participate in such enforcement action, including, at LICENSEE’s discretion, by jointly bringing the action with UTMDACC or joining as a party plaintiff]. If LICENSEE joins such suit and shares in the legal costs and expenses of the enforcement, then any recovery from such enforcement shall be shared by the parties in direct proportion to the reasonable legal costs and expenses paid by each party related to the recovery; provided that in no event shall UTMDACC retain more than [***] of any recovery after reimbursement of the parties’ legal costsA COMPLETE VERSION OF THIS EXHIBIT HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION.

Infringement by Third Parties. 7.1 LICENSEE, at its expense, shall use commercially reasonable efforts to may enforce any patent exclusively licensed hereunder against substantial and continuing infringement in the LICENSED TERRITORY by third parties and is entitled to retain recovery from such enforcement. It is understood, however, that such obligation shall not be deemed to require LICENSEE to take such actions with respect to each such infringement, and LICENSEE may take into account reasonable strategic and other considerations in determining which infringers to take action against, as well as when and whether to do so. After reimbursement of LICENSEE’s ’S reasonable legal costs and expenses related to such recovery, LICENSEE agrees to pay a percentage of ANNAMED either: (a) the monetary recovery it receives to UTMDACC, such percentage to be equal to the percentage that would apply under Section 4.1 if such monetary recovery was considered SUBLICENSE INCOME under this AGREEMENT; provided that royalty detailed in Article V for any monetary recovery that is for sales of LICENSED PRODUCTS lost due to the infringement, infringement and fifty percent (50%) of any other damages received; or (b) fifty percent (50%) of reasonable royalties awarded and any other damages received in no event shall LICENSEE be responsible to pay UTMDACC amounts any recovery in excess of which the royalty detailed in Section 4.1(d) compensatory award is solely for such lost salesreasonable royalties. LICENSEE must notify UTMDACC ANNAMED in writing of any material potential infringement within thirty (30) calendar days of knowledge thereof. If LICENSEE decides not to pursue an infringement enforcement action within twelve (12) months six month of a request by UTMDACC to file suitknowledge of such infringement, LICENSEE does not file suit against a third party that UTMDACC will notify ANNAMED and LICENSEE mutually agree is a substantial infringer and that enforcement would be in the best interest of the licensed products (such agreement not to be unreasonably withheld), or where there is a good-faith dispute on the matter, it is so determined pursuant to the dispute-resolution procedures of Section 15.6 below, then BOARD or UTMDACC ANNAMED may, at its sole discretion, enforce after considering the commercially reasonable bases for LICENSEE’s decision not to pursue such infringement enforcement action, pursue the enforcement of any patent licensed hereunder against on behalf of itself and LICENSEE. In such case, the infringing activities parties will discuss in good faith the appropriate settlement of such infringer, with UTMDACC retaining [***] all recoveries from such enforcement after reimbursement case and/or the appropriate distribution of UTMDACC’s reasonable legal costs and expenses related to such recovery; provided LICENSEE shall always have the option to jointly participate in such enforcement action, including, at LICENSEE’s discretion, by jointly bringing the action with UTMDACC or joining as a party plaintiff. If LICENSEE joins such suit and shares in the legal costs and expenses of the enforcement, then any recovery from such enforcement action, which shall be shared by depend on LICENSEE’s involvement with and contribution to such case and the effect of the LICENSEE’s ability to commercialize the LICENSED SUBJECT MATTER in the LICENSED TERRITORY. In any suit or dispute involving an infringer, the parties in direct proportion agree to cooperate fully with each other. At the reasonable legal costs request and expenses paid by each party related to the recovery; provided that in no event shall UTMDACC retain more than [***] of any recovery after reimbursement expense of the parties’ legal costsparty bringing suit, the other party will permit access during regular business hours, to all relevant personnel, records, papers, information, samples, specimens, and the like in its possession.

Infringement by Third Parties. 7.1 LICENSEE, at its expense, Either party shall use commercially reasonable efforts promptly notify the other party of any infringement of any LICENSED PATENTS; misappropriation of a trade secret or declaration of an interference proceeding relating to enforce any patent exclusively licensed hereunder against substantial and continuing infringement by third parties and is entitled to retain recovery from such enforcement. It is understood, however, that such obligation shall not be deemed to require LICENSEE to take such actions with respect to each such infringementLICENSED PATENTS or LICENSED KNOW-HOW, and LICENSEE may take into account reasonable strategic shall provide the other party with all available evidence relating thereto. AMGEN and ORTHO shall then consult with each other considerations as to the best manner in determining which infringers to take proceed. AMGEN shall have the right, but not the obligation, to bring, defend and maintain any appropriate suit or action. If AMGEN requests ORTHO to join AMGEN in such suit or action against, as well as when and whether ORTHO agrees to do so. After reimbursement of LICENSEE’s reasonable legal costs , ORTHO shall execute all papers and expenses related to perform such recovery, LICENSEE agrees to pay a percentage of the monetary recovery it receives to UTMDACC, such percentage to other acts as may be equal to the percentage that would apply under Section 4.1 if such monetary recovery was considered SUBLICENSE INCOME under this AGREEMENT; provided that for any monetary recovery that is for sales of LICENSED PRODUCTS lost to the infringement, in no event shall LICENSEE be responsible to pay UTMDACC amounts in excess of the royalty detailed in Section 4.1(d) for such lost sales. LICENSEE must notify UTMDACC in writing of any material potential infringement within thirty (30) calendar days of knowledge thereof. If within twelve (12) months of a request by UTMDACC to file suit, LICENSEE does not file suit against a third party that UTMDACC reasonably required and LICENSEE mutually agree is a substantial infringer and that enforcement would be in the best interest of the licensed products (such agreement not to be unreasonably withheld), or where there is a good-faith dispute on the matter, it is so determined pursuant to the dispute-resolution procedures of Section 15.6 below, then BOARD or UTMDACC may, at its sole discretionoption, enforce be represented by counsel of its choice. AMGEN shall pay ORTHO its reasonable expenses (including its attorney's fees) in connection with any patent licensed hereunder against such suit or action. Should AMGEN lack standing to bring any such action, then AMGEN may cause ORTHO to do so upon first undertaking to indemnify and hold ORTHO harmless (to the infringing activities extent permissible by law) from all consequent liability and to promptly reimburse all reasonable expense (including attorney fees) steaming therefrom. In the event AMGEN fails to take action with respect to such matters within a reasonable period, not more than six (6) months, following receipt of such infringernotice and evidence, with UTMDACC retaining [***] all recoveries from such enforcement after reimbursement of UTMDACC’s reasonable legal costs and expenses related to such recovery; provided LICENSEE ORTHO shall always have the option right, but not the obligation, to bring, defend and maintain any appropriate suit or action. If ORTHO finds it necessary to join AMGEN in such suit or action, AMGEN shall execute all papers and perform such other acts as may be reasonably required and may, at its option. be represented by counsel of its choice. ORTHO shall pay to AMGEN the reasonable expenses of AMGEN (including its attorney's fees) in connection with any such suit or action. Absent an agreement between the parties to jointly participate bring any action or suit hereunder and share the expenses thereof, any amount recovered in any such enforcement action, including, at LICENSEE’s discretion, by jointly bringing the action with UTMDACC or joining as a party plaintiff. If LICENSEE joins such suit and shares in the legal costs and expenses of the enforcement, then any recovery from such enforcement shall be shared retained by the parties in direct proportion to party bearing the reasonable legal costs and expenses paid by each party related to the recovery; provided that in no event shall UTMDACC retain more than [***] of any recovery after reimbursement of the parties’ legal coststhereof.

Infringement by Third Parties. 7.1 LICENSEEEither party shall promptly notify the other party of any infringement of any LICENSED PATENTS, at its expense, shall use commercially reasonable efforts misappropriation of a trade secret or declaration of an interference proceeding relating to enforce any patent exclusively licensed hereunder against substantial and continuing infringement by third parties and is entitled to retain recovery from such enforcement. It is understood, however, that such obligation shall not be deemed to require LICENSEE to take such actions with respect to each such infringementLICENSED PATENTS or LICENSED KNOW-HOW, and LICENSEE may take into account reasonable strategic shall provide the other party with all available evidence relating thereto. K-A and ORTHO shall then consult with each other considerations as to the best manner in determining which infringers to take proceed. K-A shall have the right, but not the obligation, to bring, defend and maintain any appropriate suit or action. If K-A requests ORTHO to join K-A in such suit or action against, as well as when and whether ORTHO agrees to do so. After reimbursement of LICENSEE’s reasonable legal costs , ORTHO shall execute all papers and expenses related to perform such recovery, LICENSEE agrees to pay a percentage of the monetary recovery it receives to UTMDACC, such percentage to other acts as may be equal to the percentage that would apply under Section 4.1 if such monetary recovery was considered SUBLICENSE INCOME under this AGREEMENT; provided that for any monetary recovery that is for sales of LICENSED PRODUCTS lost to the infringement, in no event shall LICENSEE be responsible to pay UTMDACC amounts in excess of the royalty detailed in Section 4.1(d) for such lost sales. LICENSEE must notify UTMDACC in writing of any material potential infringement within thirty (30) calendar days of knowledge thereof. If within twelve (12) months of a request by UTMDACC to file suit, LICENSEE does not file suit against a third party that UTMDACC reasonably required and LICENSEE mutually agree is a substantial infringer and that enforcement would be in the best interest of the licensed products (such agreement not to be unreasonably withheld), or where there is a good-faith dispute on the matter, it is so determined pursuant to the dispute-resolution procedures of Section 15.6 below, then BOARD or UTMDACC may, at its sole discretionoption, enforce be represented by counsel of its choice. K-A shall pay ORTHO its reasonable expenses (including its attorney's fees) in connection with any patent licensed hereunder against such suit or action. Should K-A lack standing to bring any such action, then K-A may cause ORTHO to do so upon first undertaking to indemnify and hold ORTHO harmless (to the infringing activities extent permissible by law) from all consequent liability and to promptly reimburse all reasonable expense (including attorney fees) stemming therefrom. In the event K-A fails to take action with respect to such matters within a reasonable period, not more than six (6) months, following receipt of such infringernotice and evidence, with UTMDACC retaining [***] all recoveries from such enforcement after reimbursement of UTMDACC’s reasonable legal costs and expenses related to such recovery; provided LICENSEE ORTHO shall always have the option right, but not the obligation, to bring, defend and maintain any appropriatesuit or action. If ORTHO finds it necessary to join K-A in such suit or action, K-A shall execute all papers and perform such other acts as may be reasonably required and may, at its option, be represented by counsel of its choice. ORTHO shall pay to K-A the reasonable expenses of K-A (including its attorney's fees) in connection with any such suit or action. Absent an agreement between the parties to jointly participate bring any action or suit hereunder and share the expenses thereof, any amount recovered in any such enforcement action, including, at LICENSEE’s discretion, by jointly bringing the action with UTMDACC or joining as a party plaintiff. If LICENSEE joins such suit and shares in the legal costs and expenses of the enforcement, then any recovery from such enforcement shall be shared retained by the parties in direct proportion to the reasonable legal costs and party bearing its expenses paid by each party related to the recovery; provided that in no event shall UTMDACC retain more than [***] of any recovery after reimbursement of the parties’ legal coststhereof.

Infringement by Third Parties. 7.1 LICENSEE, at its expense, shall use commercially reasonable efforts to enforce any patent exclusively licensed hereunder against substantial and continuing infringement by third parties and is entitled to retain recovery from such enforcement. It is understood, however, that such obligation shall not be deemed to require LICENSEE to take such actions with respect to each such infringement, and LICENSEE may take into account reasonable strategic and other considerations in determining which infringers to take action against, as well as when and whether to do so. After reimbursement of LICENSEE’s reasonable legal costs and expenses related to such recovery, LICENSEE agrees to pay a percentage of the monetary recovery it receives to UTMDACC, such percentage to be equal to the percentage that would apply under Section 4.1 if such monetary recovery was considered SUBLICENSE INCOME under this AGREEMENT; provided that for any monetary recovery that is for sales of LICENSED PRODUCTS lost to the infringement, in no event shall LICENSEE be responsible to pay UTMDACC amounts in excess of the royalty detailed in Section 4.1(d4.l(d) for such lost sales. LICENSEE must notify UTMDACC in writing of any material potential infringement within thirty (30) calendar days of knowledge thereof. If within twelve (12) months of a request by UTMDACC to file suit, LICENSEE does not file suit against a third party that UTMDACC and LICENSEE mutually agree is a substantial infringer and that enforcement would be in the best interest of the licensed products (such agreement not to be unreasonably withheld), or where there is a good-faith dispute on the matter, it is so determined pursuant to the dispute-resolution procedures of Section 15.6 below, then BOARD or UTMDACC may, at its sole discretion, enforce any patent licensed hereunder against the infringing activities of such infringer, with UTMDACC retaining [***] of all recoveries from such enforcement after reimbursement of UTMDACC’s reasonable legal costs and expenses related to such recovery; provided LICENSEE shall always have the option to jointly participate in such enforcement action, including, at LICENSEE’s discretion, by jointly bringing the action with UTMDACC or joining as a party plaintiff. If LICENSEE joins such suit and shares in the legal costs and expenses of the enforcement, then any recovery from such enforcement shall be shared by the parties in direct proportion to the reasonable legal costs and expenses paid by each party related to the recovery[*]; provided that in no event shall UTMDACC retain more than [***] of any recovery after reimbursement of the parties’ legal costs.

Infringement by Third Parties. 7.1 LICENSEEIf any Interneuron Patent, at its expenseWarner Patent or RPR Patent is infringed by a Third Party in connection with the manufacture, import, use, sale or offer for sale of a product competitive with the Licensed Product, the Party first having knowledge of such infringement shall use commercially promptly notify the other in writing. The notice shall set forth the facts of that infringement in reasonable efforts detail. The Party having the primary right, but not the obligation, to enforce institute, prosecute and control any patent exclusively licensed hereunder against substantial and continuing infringement by third parties and is entitled to retain recovery from such enforcement. It is understood, however, that such obligation shall not be deemed to require LICENSEE to take such actions action or proceeding with respect to each such infringementinfringement (the "Enforcing Party") shall be Interneuron for infringement of Interneuron Patents, and LICENSEE may take into account reasonable strategic Warner for infringement of Warner Patents or any RPR Patents for which Interneuron otherwise has the right to institute, prosecute or control any such action or proceeding under the terms of the Interneuron-RPR License Agreement. The non-Enforcing Party shall have the right at its own expense to participate in any action brought by the Enforcing Party and to be represented by counsel of its own choice. If the Enforcing Party fails to bring an action or proceeding within a period of ninety (90) days after written notice from the other considerations Party, the other Party shall have the right at its own expense to bring and control any such action by counsel of its own choice, and the Enforcing Party shall have the right to participate in determining which infringers to take such action against, as well as when and whether to do so. After reimbursement be represented by counsel of LICENSEE’s reasonable legal its own choice and shall further reimburse the non-Enforcing Party for one-half of the non-Enforcing Party's costs and expenses related to in bringing such recoveryaction or proceeding. If a Party brings any such action or proceeding hereunder, LICENSEE the other Party agrees to pay a percentage of give the monetary recovery it receives Enforcing Party reasonable assistance and authority to UTMDACCcontrol, such percentage to be equal to file and prosecute the percentage that would apply under Section 4.1 if such monetary recovery was considered SUBLICENSE INCOME under this AGREEMENT; provided that for any monetary recovery that is for sales of LICENSED PRODUCTS lost to the infringement, in no event shall LICENSEE be responsible to pay UTMDACC amounts in excess of the royalty detailed in Section 4.1(d) for such lost salessuit as necessary. LICENSEE must notify UTMDACC in writing of any material potential infringement within thirty (30) calendar days of knowledge thereof. If within twelve (12) months of a request by UTMDACC to file suit, LICENSEE does not file suit against a third party that UTMDACC and LICENSEE mutually agree is a substantial infringer and that enforcement would be in the best interest of the licensed products (such agreement not to be unreasonably withheld), or where there is a good-faith dispute on the matter, it is so determined pursuant to the dispute-resolution procedures of Section 15.6 below, then BOARD or UTMDACC may, at its sole discretion, enforce any patent licensed hereunder against the infringing activities of such infringer, with UTMDACC retaining [***] all recoveries from such enforcement after reimbursement of UTMDACC’s reasonable legal costs and expenses related to such recovery; provided LICENSEE shall always have the option to jointly participate in such enforcement action, including, at LICENSEE’s discretion, by jointly bringing the action with UTMDACC or joining as a party plaintiff. If LICENSEE joins such suit and shares in the legal The costs and expenses of the enforcement, then any recovery from such enforcement shall be shared by Party bringing suit under this Section (including the parties in direct proportion to the reasonable legal internal costs and expenses paid by each party related specifically attributable to said suit) shall be reimbursed first out of any damages or other monetary awards recovered in favor of the Parties. Any remaining damages shall be provided to Warner and such amount (after payment of costs and expenses attributable to the recovery; provided that suit) shall be deemed to be Net Sales in no event shall UTMDACC retain more than [***] of any recovery after reimbursement of the parties’ legal costsapplicable country for the year in which such amount is actually received by Warner.

Infringement by Third Parties. 7.1 LICENSEE, at its expense, 8.2.1 Each Party shall use commercially reasonable efforts to enforce any patent exclusively licensed hereunder against substantial and continuing infringement by third parties and is entitled to retain recovery from such enforcement. It is understood, however, that such obligation shall not be deemed to require LICENSEE to take such actions with respect to each such infringement, and LICENSEE may take into account reasonable strategic and promptly notify the other considerations in determining which infringers to take action against, as well as when and whether to do so. After reimbursement of LICENSEE’s reasonable legal costs and expenses related to such recovery, LICENSEE agrees to pay a percentage of the monetary recovery it receives to UTMDACC, such percentage to be equal to the percentage that would apply under Section 4.1 if such monetary recovery was considered SUBLICENSE INCOME under this AGREEMENT; provided that for any monetary recovery that is for sales of LICENSED PRODUCTS lost to the infringement, in no event shall LICENSEE be responsible to pay UTMDACC amounts in excess of the royalty detailed in Section 4.1(d) for such lost sales. LICENSEE must notify UTMDACC Party in writing of any material potential alleged or threatened infringement within thirty (30) calendar days of knowledge thereof. If within twelve (12) months of a request by UTMDACC to file suit, LICENSEE does not file suit against a third party that UTMDACC and LICENSEE mutually agree is a substantial infringer and that enforcement would be any Licensed Patent in the best interest Field or Product Patent of which it becomes aware (a “Competitive Infringement”). In any such instance Licensor shall have the licensed products (such agreement not to be unreasonably withheld), or where there is a good-faith dispute on the matter, it is so determined pursuant to the dispute-resolution procedures of Section 15.6 below, then BOARD or UTMDACC maysole right, at its sole discretionoption, enforce any patent licensed hereunder against the infringing activities of to bring such infringer, with UTMDACC retaining [***] all recoveries from such enforcement after reimbursement of UTMDACC’s alleged or threatened Competitive Infringement to an end and Licensee shall provide reasonable legal costs and expenses related assistance to such recovery; provided LICENSEE shall always have the option to jointly participate Licensor in such enforcement action, includingconnection therewith, at LICENSEELicensee’s discretion, by jointly bringing cost and expense (the action with UTMDACC or joining as a party plaintiff. If LICENSEE joins such suit and shares in the legal costs and expenses of the enforcementLicensor in connection therewith, including the investigation and analysis thereof, to be reimbursed to Licensor by Licensee on an as-incurred basis). Licensee shall be entitled to be represented by independent counsel of its own choice and at its own expense. Licensor shall keep Licensee and/or its designated legal counsel reasonably informed as to the progress in connection with the foregoing Competitive Infringement. If Licensor fails to initiate a suit or take other appropriate action that it has the right to initiate or take pursuant to this Section 8.2 with respect to a Competitive Infringement in the Territory within ninety (90) days after becoming aware of the basis for such suit or action, then Licensee may, in its discretion, provide Licensor with written notice requiring Licensor to initiate a suit or take other appropriate action with respect to such Competitive Infringement in the Territory, such suit or other appropriation action to be taken at the sole cost and expense of Licensee. Notwithstanding anything to the contrary contained in this Agreement, Licensor shall have the unilateral right to enter into any recovery from settlement without the prior written consent of Licensee with respect to any Competitive Infringement suit or action to the extent such enforcement settlement would not adversely affect the Licensee’s rights or benefits with respect to the Development or Commercialization of the Product, in which case, Licensee’s prior written consent shall be shared required, which consent shall not be unreasonably withheld. CYNAPSUS THERAPEUTICS INC. Portions herein identified by the parties in direct proportion to the reasonable legal costs and expenses paid by each party related to the recovery; provided that in no event shall UTMDACC retain more than [***] of any recovery after reimbursement have been omitted pursuant to a request for confidential treatment under Rule 24b-2 of the parties’ legal costsSecurities Exchange Act of 1934, as amended. A complete copy of this document has been filed separately with the Securities and Exchange Commission.

Infringement by Third Parties. 7.1 LICENSEE, at its expense, Either party shall use commercially reasonable efforts promptly notify the other party of any infringement of any LICENSED PATENTS; misappropriation of a trade secret or declaration of an interference proceeding relating to enforce any patent exclusively licensed hereunder against substantial and continuing infringement by third parties and is entitled to retain recovery from such enforcement. It is understood, however, that such obligation shall not be deemed to require LICENSEE to take such actions with respect to each such infringementLICENSED PATENTS or LICENSED KNOW-HOW, and LICENSEE may take into account reasonable strategic shall provide the other party with all available evidence relating thereto. AMGEN and ORTHO shall then consult with each other considerations as to the best manner in determining which infringers to take proceed. AMGEN shall have the right, but not the obligation, to bring, defend and maintain any appropriate suit or action. If AMGEN requests ORTHO to join AMGEN in such suit or action against, as well as when and whether ORTHO agrees to do so. After reimbursement of LICENSEE’s reasonable legal costs , ORTHO shall execute all papers and expenses related to perform such recovery, LICENSEE agrees to pay a percentage of the monetary recovery it receives to UTMDACC, such percentage to other acts as may be equal to the percentage that would apply under Section 4.1 if such monetary recovery was considered SUBLICENSE INCOME under this AGREEMENT; provided that for any monetary recovery that is for sales of LICENSED PRODUCTS lost to the infringement, in no event shall LICENSEE be responsible to pay UTMDACC amounts in excess of the royalty detailed in Section 4.1(d) for such lost sales. LICENSEE must notify UTMDACC in writing of any material potential infringement within thirty (30) calendar days of knowledge thereof. If within twelve (12) months of a request by UTMDACC to file suit, LICENSEE does not file suit against a third party that UTMDACC reasonably required and LICENSEE mutually agree is a substantial infringer and that enforcement would be in the best interest of the licensed products (such agreement not to be unreasonably withheld), or where there is a good-faith dispute on the matter, it is so determined pursuant to the dispute-resolution procedures of Section 15.6 below, then BOARD or UTMDACC may, at its sole discretionoption, enforce be represented by counsel of its choice. AMGEN shall pay ORTHO its reasonable expenses (including its attorney's fees) in connection with any patent licensed hereunder against such suit or action. Should AMGEN lack standing to bring any such action, then AMGEN may cause ORTHO to do so upon first undertaking to indemnify and hold ORTHO harmless (to the infringing activities extent permissible by law) from all consequent liability and to promptly reimburse all reasonable expense (including attorney fees) stemming therefrom. In the event AMGEN fails to take action with respect to such matters within a reasonable period, not more than six (6) months, following receipt of such infringernotice and evidence, with UTMDACC retaining [***] all recoveries from such enforcement after reimbursement of UTMDACC’s reasonable legal costs and expenses related to such recovery; provided LICENSEE ORTHO shall always have the option right, but not the obligation, to bring, defend and maintain any appropriatesuit or action. If ORTHO finds it necessary to join AMGEN in such suit or action, AMGEN shall execute all papers and perform such other acts as may be reasonably required and may, at its option, be represented by counsel of its choice. ORTHO shall pay to AMGEN the reasonable expenses of AMGEN (including its attorney's fees) in connection with any such suit or action. Absent an agreement between the parties to jointly participate bring any action or suit hereunder and share the expenses thereof, any amount recovered in any such enforcement action, including, at LICENSEE’s discretion, by jointly bringing the action with UTMDACC or joining as a party plaintiff. If LICENSEE joins such suit and shares in the legal costs and expenses of the enforcement, then any recovery from such enforcement shall be shared retained by the parties in direct proportion to the reasonable legal costs and party bearing its expenses paid by each party related to the recovery; provided that in no event shall UTMDACC retain more than [***] of any recovery after reimbursement of the parties’ legal coststhereof.

Infringement by Third Parties. 7.1 LICENSEE, at its expense, XXXXXX XXXXX and NOVACEA shall use commercially reasonable efforts to enforce any patent exclusively licensed hereunder against substantial and continuing infringement by third parties and is entitled to retain recovery from such enforcement. It is understood, however, that such obligation shall not be deemed to require LICENSEE to take such actions with respect to each such infringement, and LICENSEE may take into account reasonable strategic and promptly notify the other considerations in determining which infringers to take action against, as well as when and whether to do so. After reimbursement of LICENSEE’s reasonable legal costs and expenses related to such recovery, LICENSEE agrees to pay a percentage of the monetary recovery it receives to UTMDACC, such percentage to be equal to the percentage that would apply under Section 4.1 if such monetary recovery was considered SUBLICENSE INCOME under this AGREEMENT; provided that for any monetary recovery that is for sales of LICENSED PRODUCTS lost to the infringement, in no event shall LICENSEE be responsible to pay UTMDACC amounts in excess of the royalty detailed in Section 4.1(d) for such lost sales. LICENSEE must notify UTMDACC in writing of any material potential actual or threatened infringement within thirty (30) calendar days by a Third Party or any challenge by a Third Party to the validity of knowledge thereofthe Trademark, or to XXXXXX XXXXX’X ownership thereof or to NOVACEA’s, its Affiliate’s or its permitted sublicensees’ right to use the Trademark. Both Parties shall use their Diligent Efforts in cooperating with each other to terminate or avert such infringement or to resolve such challenge without litigation. XXXXXX XXXXX shall have the sole right to bring and control any action or proceeding with respect to infringement of the Trademark at its own expense and by counsel of its own choice. NOVACEA shall cooperate fully with XXXXXX XXXXX and all reasonable out-of-pocket expenses, including attorneys’ fees, incurred by NOVACEA shall be reimbursed by XXXXXX XXXXX. If XXXXXX XXXXX fails to bring an action or proceeding within twelve (12a) months sixty (60) days following the notification of a request by UTMDACC to file suitactual or threatened infringement or (b) ten (10) business days before the time limit, LICENSEE does not file suit against a third party that UTMDACC and LICENSEE mutually agree is a substantial infringer and that enforcement would be if any, set forth in the best interest appropriate laws and regulations for the filing of such actions or proceedings, whichever comes first, NOVACEA shall have the licensed products (right to bring and control any such agreement not to be unreasonably withheld)action or proceeding at its own expense and by counsel of its own choice. In any such action or proceeding brought by NOVACEA, or where there is a good-faith dispute on XXXXXX XXXXX shall have the matter, it is so determined pursuant to the dispute-resolution procedures of Section 15.6 below, then BOARD or UTMDACC mayright, at its sole discretionown expense, enforce to join and be represented by counsel of its own choice; if XXXXXX XXXXX does not desire to join in such action or proceeding but joinder is required in order to maintain the action or proceeding, XXXXXX XXXXX shall join and be reimbursed for reasonable out-of-pocket expenses. Neither Party shall have the right to settle any patent licensed hereunder against infringement litigation under this Section 3.3.1 relating to the infringing activities Trademark without the prior written consent of the other Party. Except as otherwise agreed to by the Parties as part of a cost sharing arrangement, any recovery realized as a result of such infringerlitigation, with UTMDACC retaining [***] all recoveries from such enforcement after reimbursement of UTMDACC’s reasonable legal costs and expenses related to such recovery; provided LICENSEE shall always have the option to jointly participate in such enforcement action, including, at LICENSEE’s discretion, by jointly bringing the action with UTMDACC or joining as a party plaintiff. If LICENSEE joins such suit and shares in the legal costs and any litigation expenses of the enforcementXXXXXX XXXXX and NOVACEA, then any recovery from such enforcement shall be shared divided evenly by the parties in direct proportion Parties to the reasonable legal costs and expenses paid by each party related extent the recovery relates to the recovery; provided that in no event NOVACEA Territory and shall UTMDACC retain more than [***] of any be retained solely by XXXXXX XXXXX to the extent recovery after reimbursement of relates to the parties’ legal costsXXXXXX XXXXX Territory.