Common use of Infringement by Third Parties Clause in Contracts

Infringement by Third Parties. (a) Each Party shall promptly give the other Party notice of any actual or threatened infringement of any ACSB Existing IP or BGM Existing IP by any Third Party that comes to such Party’s attention. The Parties will thereafter consult and cooperate fully to determine a course of action, including, without limitation, the commencement of legal action by any Party against any such Third Party. However, BGM shall have the first right to initiate and prosecute such legal action at its own expense and in the name of BGM and ACSB provided, however, that Biomed Booster shall have the right to participate in any such legal action against any such Third Party for infringement of any ACSB Existing IP to the extent such a right to join exists. BGM shall promptly inform ACSB if BGM elects not to exercise such first right, and ACSB thereafter shall have the right but not the obligation to initiate and prosecute such action in the name of ACSB and, if necessary, BGM. In no event shall BGM be obligated to enforce or defend any of the ACSB Existing IP. ACSB grants to BGM the explicit right to initiate and prosecute any legal action for infringement of the ACSB Existing IP that occurred prior to the Effective Date, at BGM’s expense and in the name of BGM and ACSB. Neither Party shall enter into any settlement or compromise of any claim relating to ACSB Existing IP without the prior written consent of the other Party, which consent shall not be unreasonably withheld or delayed. BGM makes no representation or warranty that it will be able to obtain satisfactory results from any such legal action and BGM shall have no liability hereunder with respect to any legal action pursued or not pursued. The costs of any legal action described herein shall be borne by the Party that initiates such action. Portions of this Exhibit, indicated by the xxxx “[***],” were omitted and have been filed separately with the Securities and Exchange Commission pursuant to the Registrant’s application requesting confidential treatment pursuant to Rule 24b-2 of the Securities Exchange Act of 1934, as amended. ARTICLE 5

Infringement by Third Parties. (a) Each Party Licensee agrees to provide, and shall cause its Sublicensees to provide, written notice to Xxxxx promptly give the other Party notice after becoming aware of any actual or threatened infringement of any ACSB Existing IP or BGM Existing IP by any Third Party that comes to such Party’s attentionthe Patent Rights. The Parties will thereafter consult and cooperate fully to determine a course of action, including, without limitation, the commencement of legal action by any Party against any such Third Party. However, BGM Xxxxx shall have the first right to initiate right, but not the obligation, under its own control and prosecute such legal action at its own expense and in the name of BGM and ACSB providedexpense, however, that Biomed Booster shall have the right to participate in any such legal action against any such Third Party for infringement of any ACSB Existing IP to the extent such a right to join exists. BGM shall promptly inform ACSB if BGM elects not to exercise such first right, and ACSB thereafter shall have the right but not the obligation to initiate and prosecute such action in the name of ACSB and, if necessary, BGM. In no event shall BGM be obligated to enforce or defend any of the ACSB Existing IP. ACSB grants to BGM the explicit right to initiate and prosecute any legal action for third party infringement of the ACSB Existing IP that occurred prior Patent Rights and/or to defend the Effective Date, at BGM’s expense and Patent Rights in the name of BGM and ACSB. Neither Party shall enter into any settlement or compromise of any claim relating to ACSB Existing IP without the prior written consent of the other Party, which consent shall not be unreasonably withheld or delayed. BGM makes no representation or warranty that it will be able to obtain satisfactory results from any such legal declaratory judgment action and BGM shall have no liability hereunder with respect to any legal action pursued or not pursued. The costs of any legal action described herein shall be borne brought by the Party that initiates such action. a Third Portions of this Exhibit, indicated by the xxxx “[***],” Exhibit were omitted and have been filed separately with the Securities and Exchange Secretary of the Commission pursuant to the RegistrantCompany’s application requesting confidential treatment pursuant to under Rule 24b-2 406 of the Securities Exchange Act Act. Party which alleges invalidity, unenforceability, or non-infringement of 1934the Patent Rights. Xxxxx may enter into any settlement, as amendedconsent judgment, or other voluntary final disposition of any infringement or declaratory judgment action hereunder without the prior written consent of Licensee. ARTICLE 5If Xxxxx decides not to bring suit for infringement in the Field under the relevant Patent Rights, Xxxxx shall notify Licensee reasonably in advance of any deadline for such enforcement and Licensee shall have the right to bring suit on its own behalf, at its sole cost and expense. Xxxxx shall have a continuing right to intervene in such suit. Subject to the provisions of the next sentence, Licensee shall take no action to compel Xxxxx either to initiate or to join in any such suit for patent infringement. At Licensee’s request, Xxxxx shall initiate or join in any such suit if necessary to avoid dismissal of the suit; in such event, Licensee shall reimburse Xxxxx for its reasonable attorney’s fees and costs.

Infringement by Third Parties. In the event that Novavax or the Company becomes aware of or has reasonable suspicions of third party activities in the Territory that could constitute infringement of the Novavax Patents or Patents that issue from Developed Know-How in the Territory, or with respect to ROW Patents anywhere in the world, or misappropriation of the Novavax Know-How or Developed Know-How in the Territory, or with respect to Developed Know-How any that is subject to the license granted to Novavax in Section 2.2 anywhere in the world (a) Each Party “ROW Know-How”), then such party shall promptly give notify the other Party notice parties of any actual or threatened infringement such third party activities, including identification of any ACSB Existing IP or BGM Existing IP by any Third Party that comes the third party and delineation of the facts relating to such Party’s attentionthird party activities. The Parties will thereafter consult and cooperate fully to determine a course of action, including, without limitation, the commencement of legal action by any Party against any such Third Party. However, BGM shall have the first right to initiate and prosecute such legal action at its own expense and in the name of BGM and ACSB provided, however, that Biomed Booster Company shall have the right (but shall not be obligated) to participate in any such legal action enforce the Novavax Patents, Novavax Know-How and Developed Know-How against any actual or alleged infringement or misappropriation thereof in the Territory by a third party (by bringing a suit, action or proceeding against such Third Party for infringement of any ACSB Existing IP to third party), at the extent such a right to join existsCompany’s sole expense. BGM shall promptly inform ACSB if BGM elects not to exercise such first right, and ACSB thereafter Novavax shall have the right (but shall not be obligated) to enforce the ROW Patents and ROW Know-How within the scope of the licenses granted to Novavax in Section 2.2 against any actual or alleged infringement or misappropriation thereof outside the Territory by a third party (by bringing a suit, action or proceeding against such third party), at Novavax’s sole expense. If the Company does not enforce the Novavax Patents or Know-How by (i) one hundred (100) days following the notice of alleged infringement or (ii) thirty (30) days before the time limit, if any, set forth in the appropriate laws and regulations for the filing of such an action, whichever comes first, then Novavax shall have the right (but not the obligation obligation) to initiate enforce the Novavax Patents and prosecute such action Novavax Know-How against any actual or alleged infringement or misappropriation thereof in the name of ACSB andTerritory by a third party (by bringing a suit, if necessaryaction or proceeding against such party), BGMat Novavax’s sole expense. In no event The non-prosecuting party shall BGM reasonably cooperate with the prosecuting party in such enforcement activities, at the prosecuting party’s expense, including by agreeing to be obligated named as a party to enforce (or defend any bringing in its own name) such suit, action or proceeding for the benefit of the ACSB Existing IPnon-prosecuting party if required for such enforcement action to proceed. ACSB grants to BGM The prosecuting party shall keep the explicit right to initiate non-prosecuting party reasonably informed regarding any such enforcement action and prosecute any legal action for infringement shall consider in good faith the reasonable comments and suggestions of the ACSB Existing IP that occurred prior non-prosecuting party related to such suit, action or proceeding. All recoveries received by the Effective Date, at BGM’s expense and in the name of BGM and ACSB. Neither Party shall enter into any settlement or compromise of any claim relating to ACSB Existing IP without the prior written consent of the other Party, which consent shall not be unreasonably withheld or delayed. BGM makes no representation or warranty that it will be able to obtain satisfactory results prosecuting party from any such legal enforcement action and BGM shall have no liability hereunder with respect to any legal action pursued or not pursued. The costs of any legal action described herein shall be borne retained by the Party that initiates such action. Portions of this Exhibit, indicated by the xxxx “[***],” were omitted and have been filed separately with the Securities and Exchange Commission pursuant to the Registrant’s application requesting confidential treatment pursuant to Rule 24b-2 of the Securities Exchange Act of 1934, as amended. ARTICLE 5prosecuting party.

Infringement by Third Parties. (a) Each Party Anthera shall promptly give the other Party notice notify Shionogi and Lilly of any actual infringement or threatened possible infringement of any ACSB Existing IP or BGM Existing IP the Licensed Patent Rights in the Territory by any a Third Party that comes promptly after it becomes aware of such infringement. Anthera will have the first right, but not the obligation, to institute, prosecute, and control any action or proceeding with respect to infringement in the Territory of the Licensed Patent Rights (an “Enforcement Action”), by counsel of its own choice. Whichever of Shionogi and/or Lilly has an ownership interest in the applicable Licensed Patent Rights shall have the right, at its own expense, to be represented in any such Partyaction by counsel of its own choice. Notwithstanding the foregoing, prior to initiating an action or proceeding against a Third Party with respect to the Licensed Patent Rights, Anthera shall notify Shionogi and/or Lilly of its intent to bring such action or proceeding and shall consult with Shionogi and/or Lilly regarding Anthera’s attention. The Parties will thereafter consult and cooperate fully to determine a planned course of action, including, without limitation, the commencement . Each of legal action by any Party against any such Third Party. However, BGM Shionogi and Lilly shall have the first right option to initiate assign to Anthera their ownership interest in any patent applications or patents at issue prior to the initiation by Anthera of an infringement action or proceeding with respect to such patent applications or patents. Shionogi and/or Lilly shall provide reasonable assistance and prosecute cooperation to Anthera at their own expense and may, at their sole discretion and expense and by counsel of their choice, join in such legal Enforcement Action. If Anthera fails to institute an Enforcement Action within [***], whichever of Shionogi and/or Lilly has an ownership interest in the applicable Licensed Patent Rights shall have the right, but not the obligation, to bring and control any such action or proceeding at its own expense and by counsel of its own choice. In such event, Anthera shall provide reasonable assistance and cooperation to Shionogi and/or Lilly in the name of BGM and ACSB providedconnection with such Enforcement Action at its own expense. If Shionogi or Lilly institutes an Enforcement Action, however, that Biomed Booster Anthera shall have the right right, at its own expense, to participate be represented in any such legal action against any such Third Party for infringement by counsel of any ACSB Existing IP to the extent such a right to join existsits own choice. BGM shall promptly inform ACSB if BGM elects not to exercise such first right, and ACSB thereafter shall have the right but not the obligation to initiate and prosecute such action in the name of ACSB and, if necessary, BGM. In no event shall BGM be obligated to enforce or defend any of the ACSB Existing IP. ACSB grants to BGM the explicit right to initiate and prosecute any legal action for infringement of the ACSB Existing IP that occurred prior to the Effective Date, at BGM’s expense and in the name of BGM and ACSB. Neither Party shall enter into any settlement or compromise of any claim relating to ACSB Existing IP without the prior written consent of the other Party, which consent shall not be unreasonably withheld or delayed. BGM makes no representation or warranty that it will be able to obtain satisfactory results from any such legal action and BGM shall have no liability hereunder with respect to any legal action pursued or not pursued. The costs of any legal action described herein shall be borne by the Party that initiates such action. Portions of this Exhibit, indicated by the xxxx “[***],” were omitted and have been filed separately with the Securities and Exchange Commission pursuant to the Registrant’s application requesting confidential treatment pursuant to Rule 24b-2 of the Securities Exchange Act of 1934, as amended. ARTICLE 5.

Infringement by Third Parties. Each Party shall notify the other of any infringement or possible infringement of the Licensed Patent Rights in the Territory by a Third Party promptly after it becomes aware of such infringement. Anthera (or its Affiliate or sublicensee, as applicable) will have the first right, but not the obligation, to institute, prosecute, and control any action or proceeding with respect to infringement in the Territory of the Licensed Patent Rights (an “Enforcement Action”), by counsel of its own choice. Lilly shall have the right, at its own expense, to be represented in any such action by counsel of its own choice, provided that Anthera will in any event control the action. Notwithstanding the foregoing, prior to initiating an action or proceeding against a Third Party with respect to the Licensed Patent Rights, Anthera shall notify Lilly of its intent to bring such action or proceeding and shall consult with Lilly regarding Anthera’s planned course of action. Lilly shall have the option to assign to Anthera its ownership interest in any patent applications or patents at issue prior to the initiation by Anthera of an infringement action or proceeding with respect to such patent applications or patents. Lilly shall provide reasonable assistance and cooperation to Anthera at Anthera’s expense and may, at their sole discretion and expense and by counsel of their choice, join in such Enforcement Action. If Anthera does not institute an Enforcement Action within (a) Each Party shall promptly give the other Party [***] following written notice of any actual or threatened alleged infringement of any ACSB Existing IP or BGM Existing IP and request by any Third Party that comes Lilly to initiate such Party’s attention. The Parties will thereafter consult and cooperate fully to determine a course of action, includingor (b) [***] before the time limit, without limitationif any, set forth in the commencement appropriate laws and regulations for the filing of legal action by any Party against any such Third Party. Howeveractions, BGM whichever comes first, Lilly shall have the first right right, but not the obligation, to initiate bring and prosecute control any such legal action or proceeding at its own expense and by counsel of its own choice. In such event, Anthera shall provide reasonable assistance and cooperation to Lilly in connection with such Enforcement Action at Lilly’s expense. If Lilly institutes an Enforcement Action, Anthera shall have the name right, at its own expense, to be represented in any such action by counsel of BGM its own choice. Any damages, settlement amounts, or other consideration resulting from any such action, after reimbursement of each Party’s attorneys fees and ACSB court costs in connection with such action and other expenses related thereto, shall belong to the Party that initiated the action; provided, however, that Biomed Booster shall have if Anthera is the right to participate in any such legal action against any such Third Party for infringement initiating Party, the remainder (after reimbursement of any ACSB Existing IP to the extent such a right to join exists. BGM shall promptly inform ACSB if BGM elects not to exercise such first rightfees, costs and ACSB thereafter shall have the right but not the obligation to initiate and prosecute such action in the name of ACSB and, if necessary, BGM. In no event shall BGM be obligated to enforce or defend any other expenses related thereto of the ACSB Existing IP. ACSB grants to BGM the explicit right to initiate and prosecute any legal action for infringement of the ACSB Existing IP that occurred prior to the Effective Date, at BGM’s expense and in the name of BGM and ACSB. Neither Party shall enter into any settlement or compromise of any claim relating to ACSB Existing IP without the prior written consent of the other Party, which consent shall not be unreasonably withheld or delayed. BGM makes no representation or warranty that it Parties) will be able deemed to obtain satisfactory results from any such legal action and BGM shall have no liability hereunder with respect be Net Sales subject to any legal action pursued or not pursued. The costs of any legal action described herein shall be borne by the Party that initiates such action. Portions of this Exhibit, indicated by the xxxx “[***],” were omitted and have been filed separately with the Securities and Exchange Commission pursuant to the Registrant’s application requesting confidential treatment pursuant to Rule 24b-2 of the Securities Exchange Act of 1934, as amended. ARTICLE 5applicable royalty obligations.

Infringement by Third Parties. (a) Each If either Party becomes aware of any infringement, actual or suspected, or any other unauthorized use of the Licensed Patent rights by Third Party infringers in the Territory within the Field of Use (a “Field Infringement”), it shall promptly give notice to the other Party notice in writing specifying the particulars of any actual or threatened infringement of any ACSB Existing IP or BGM Existing IP by any Third Party that comes to such Party’s attentionthe unauthorized use. The Parties will thereafter consult and cooperate fully to determine a course of actionCara, including, without limitation, the commencement of legal action by any Party against any such Third Party. However, BGM shall have the first right to initiate and prosecute such legal action at its own expense and in the name of BGM and ACSB providedsole discretion, however, that Biomed Booster shall have the right to participate take whatever action it deems advisable in connection with the Field Infringement (including seeking an injunction and/or damages). Cara shall notify Maruishi of whatever action is taken, or if none is taken. If Cara decides to take action of any kind against the Field Infringement, Cara shall have sole control of the conduct of any such action, but after the consultation with Maruishi. 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 action, including but not limited to any settlement that may be reached, shall belong to Cara. Maruishi, if requested by Cara, shall cooperate fully with Cara, at Cara’s expense, in the conduct of any such action. Such cooperation shall not entitle Maruishi to any claim for recovery or compensation in respect thereof, and all such recovery or compensation shall belong solely to Cara, except as provided in the following. In the event Maruishi has any commercial damages and losses directly from Field Infringement by Third Party, Maruishi shall keep Cara informed of them and Cara shall agree to cooperate with Maruishi for a remedy and defense. If required for Maruishi to obtain compensation for any such damages and losses, and/or to obtain an injunction against such Field Infringement, Maruishi shall be entitled to join (or may seek damage or injunction separately from Cara if Cara does not bring the action or if Maruishi cannot join because of the requirement under the Civil Procedures Law in Japan) the action as a plaintiff, at Maruishi’s sole expense, to assert its rights, provided that Cara shall in any such legal action event control all defense of the Licensed Patents (including defense against any claims of invalidity or unenforceability) and Maruishi shall not assert any positions in such action that are contrary to Cara’s enforcement of its Licensed Patents in such action. Maruishi 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. If Maruishi has any material commercial damages and THE COPY FILED HEREWITH OMITS THE INFORMATION SUBJECT TO A CONFIDENTIALITY REQUEST. OMISSIONS ARE DESIGNATED [*]. A COMPLETE VERSION OF THIS EXHIBIT HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION. losses resulting directly from Field Infringement by Third Party for infringement Party, and Cara does not enforce the applicable Licensed Patents against such Field Infringement within [*] of any ACSB Existing IP to Maruishi providing Cara documentation demonstrating the extent of such a right Field Infringement and of the harm to join exists. BGM shall promptly inform ACSB if BGM elects not Maruishi and written request by Maruishi to exercise take such first rightaction, then Maruishi may enforce the applicable Licensed Patents against such Field Infringement (including seeking an injunction and/or damages), provided that Maruishi keeps Cara fully informed of all activities and results of such action, and ACSB thereafter that Cara shall have the right but not to control the obligation to initiate and prosecute defense against any defenses or counterclaims asserted in such action that challenge the validity or enforceability of the Licensed Patents. Any settlement between the prosecuting Party and a third party of an action against a Field Infringement, which settlement directly or indirectly relates to and negatively impacts the Licensed Patents in the name of ACSB andTerritory, if necessary, BGM. In no event shall BGM be obligated to enforce or defend any of the ACSB Existing IP. ACSB grants to BGM the explicit right to initiate and prosecute any legal action for infringement of the ACSB Existing IP that occurred prior to the Effective Date, at BGM’s expense and in the name of BGM and ACSB. Neither Party shall enter into any settlement or compromise of any claim relating to ACSB Existing IP without the prior written consent of needs the other Party’s prior consent, which such consent shall not to be unreasonably withheld or delayed. BGM makes no representation or warranty that it will be able to obtain satisfactory results from any such legal action and BGM shall have no liability hereunder with respect to any legal action pursued or not pursued. The costs of any legal action described herein shall be borne by the Party that initiates such action. Portions of this Exhibit, indicated by the xxxx “[***],” were omitted and have been filed separately with the Securities and Exchange Commission pursuant to the Registrant’s application requesting confidential treatment pursuant to Rule 24b-2 of the Securities Exchange Act of 1934, as amended. ARTICLE 5withheld.

Infringement by Third Parties. In the event either Party becomes aware of any Third Party infringement of the Collaborative Product IP in the Field in the Collaborative Territory (a) Each an “Infringement”), such Party shall promptly give notify the other Party notice and the Parties shall confer in good faith regarding strategy for abating such infringement in view of any actual or threatened infringement its potential effect upon the Commercialization of any ACSB Existing IP or BGM Existing IP by any Third Party that comes to such Party’s attentionCollaborative Products in the Field in the Collaborative Territory. The Parties will thereafter consult and cooperate fully to determine a course of actionAs between the Parties, including, without limitation, the commencement of legal action by any Party against any such Third Party. However, BGM Tracon shall have the first right to initiate bring an action for infringement of the Collaborative Product IP in the Field in the Collaborative Territory, at its sole cost and prosecute expense, and any recovery realized as a result of any such legal action or proceeding, whether by way of settlement or otherwise, shall first be used to reimburse the Parties for their costs in connection with such enforcement action and the balance shall be treated as Net Sales. Eucure shall have the right (but not the obligation), at its own expense, to participate in any such Infringement action and to be represented in any such suit, proceeding, or action by counsel of its own choice. If Tracon does not elect to bring an enforcement action against such Infringement or does not bring such enforcement action within [***] after receiving notice of such Infringement, Eucure shall have the right but not the responsibility to bring an enforcement action against such Infringement, at its sole cost and expense, and any recovery shall first be used to reimburse the Parties for their costs in connection with such enforcement action and the balance shall retained by Eucure. Each Party shall cooperate at the enforcing Party’s expense and in the name of BGM and ACSB providedwith any enforcement action brought against an Infringement and, howeveradditionally, that Biomed Booster shall have the right to participate in any such legal action against any such Third Party for infringement of any ACSB Existing IP with its own counsel at its own expense subject to the extent such a foregoing right to join exists. BGM shall promptly inform ACSB if BGM elects not to exercise such first right, and ACSB thereafter shall have the right but not the obligation to initiate and prosecute such action in the name of ACSB and, if necessary, BGM. In no event shall BGM be obligated to enforce or defend any of the ACSB Existing IP. ACSB grants to BGM the explicit right to initiate and prosecute any legal action for infringement of the ACSB Existing IP that occurred prior to the Effective Date, at BGM’s expense and in the name of BGM and ACSB. Neither Party shall enter into any settlement or compromise of any claim relating to ACSB Existing IP without the prior written consent of the other Party, which consent shall not be unreasonably withheld or delayed. BGM makes no representation or warranty that it will be able to obtain satisfactory results reimbursement from any such legal action and BGM shall have no liability hereunder with respect to any legal action pursued or not pursued. The costs of any legal action described herein shall be borne by the Party that initiates recoveries from such action. Portions of this Exhibit, indicated by the xxxx “[***],” were omitted and have been filed separately with the Securities and Exchange Commission pursuant to the Registrant’s application requesting confidential treatment pursuant to Rule 24b-2 of the Securities Exchange Act of 1934, as amended. ARTICLE 5.

Infringement by Third Parties. Each party shall promptly provide written notice to the other party during the term of this Agreement of any known infringement or suspected infringement by a Third Party of any LTC Patents, and shall provide the other party with all evidence in its possession supporting such infringement or unauthorized use or misappropriation. Within a period of ninety (a90) Each days after either party provides or receives such written notice with respect to LTC Patents ("Decision Period"), Licensee, in its sole discretion, shall decide whether or not to initiate a suit or take other appropriate action and shall notify the Licensors in writing of its decision in writing ("Suit Notice"). If Licensee decides to bring a suit or take action and provides a respective Suit Notice, then Licensee may immediately commence such suit or take such action. If Licensee (i) does not in writing advise the Licensors within the Decision Period that it will commence suit or take action, or (ii) fails to commence suit or take action within a reasonable time after providing Suit Notice, then the Licensors shall thereafter have the right, but no obligation, to commence suit or take action and shall provide written notice to Licensee of any such suit commenced or action taken by the Licensors. Upon written request, the party bringing suit or taking action ("Initiating Party") shall keep the other party informed of the status of any such suit or action and shall provide the other party with copies of all substantive documents and communications filed in such suit or action. The Initiating Party shall promptly give have the other Party notice of sole and exclusive right to select counsel for any actual such suit or threatened infringement of any ACSB Existing IP or BGM Existing IP by any Third Party that comes to such Party’s attentionaction. The Parties will thereafter consult and cooperate fully to determine a course Initiating Party shall, except as provided below, pay all expenses of the suit or action, including, without limitation, the commencement Initiating Party’s attorneys’ fees, damages and court costs. Any damages, settlement fees or other consideration received as a result of legal such suit or action by any Party against any such Third shall belong to the Initiating Party. HoweverIf the Initiating Party believes it reasonably necessary, BGM upon written request the other party shall have join as a party to the first right suit or action, but shall be under no obligation to initiate and prosecute participate, except to the extent that such legal action participation is required as the result of its being a named party to the suit or action. At the Initiating Party’s written request, the other party shall offer reasonable assistance to the Initiating Party in connection therewith at its own expense and in no charge to the name of BGM and ACSB provided, however, that Biomed Booster Initiating Party. The other party shall have the right to participate and be represented in any such legal suit or action against any such Third by its own counsel at its own expense. The Initiating Party for infringement of any ACSB Existing IP shall not settle, agree to the extent such a right to join exists. BGM shall promptly inform ACSB if BGM elects not to exercise such first right, and ACSB thereafter shall have the right but not the obligation to initiate and prosecute such action in the name of ACSB and, if necessary, BGM. In no event shall BGM be obligated to enforce consent judgment or defend any otherwise voluntarily dispose of the ACSB Existing IP. ACSB grants to BGM the explicit right to initiate and prosecute any legal suit or action for infringement of the ACSB Existing IP that occurred prior to the Effective Date, at BGM’s expense and in the name of BGM and ACSB. Neither Party shall enter into any settlement or compromise of any claim relating to ACSB Existing IP without the prior written consent of the other Partyparty, which consent shall not be unreasonably withheld delayed or delayedwithheld. BGM makes no representation Except as otherwise agreed by the parties in connection with any cost-sharing arrangement, any recovery realized as a result of litigation described in this Section 5.5 (whether by way of settlement or warranty that it otherwise) will be able first allocated to obtain satisfactory results from any such reimbursement of unreimbursed legal action fees and BGM shall have no liability hereunder with respect to any legal action pursued or not pursued. The costs expenses incurred by the Initiating Party, then toward reimbursement of any unreimbursed legal action described herein shall fees and expenses of the other party, and then the remainder will be borne distributed by the Party that initiates allocating 50% of such action. Portions of this Exhibit, indicated by the xxxx “[***],” were omitted and have been filed separately with the Securities and Exchange Commission pursuant remainder to the Registrant’s application requesting confidential treatment pursuant Initiating Party and 50% to Rule 24b-2 the party holding the Patent being the subject of the Securities Exchange Act litigation. ANNEX B: Agreed Form of 1934, as amended. ARTICLE 5License Agreement

Infringement by Third Parties. In the event that Novavax or the Company becomes aware of or has reasonable suspicions of third party activities in the Territory that could constitute infringement of the Novavax Patents or Patents that issue from Developed Know-How in the Territory, or with respect to ROW Patents anywhere in the world, or misappropriation of the Novavax Know-How or Developed Know-How in the Territory, or with respect to Developed Know-How any that is subject to the license granted to Novavax in Section 2.2 anywhere in the world (a) Each Party “ROW Know-How”), then such party shall promptly give notify the other Party notice parties of any actual or threatened infringement such third party activities, including identification of any ACSB Existing IP or BGM Existing IP by any Third Party that comes the third party and delineation of the facts relating to such Party’s attentionthird party activities. The Parties will thereafter consult and cooperate fully to determine a course of action, including, without limitation, the commencement of legal action by any Party against any such Third Party. However, BGM shall have the first right to initiate and prosecute such legal action at its own expense and in the name of BGM and ACSB provided, however, that Biomed Booster Company shall have the right (but shall not be obligated) to participate in any such legal action enforce the Novavax Patents, Novavax Know-How and Developed Know-How against any actual or alleged infringement or misappropriation thereof in the Territory by a third party (by bringing a suit, action or proceeding against such Third Party for infringement of any ACSB Existing IP to third party), at the extent such a right to join existsCompany’s sole expense. BGM shall promptly inform ACSB if BGM elects not to exercise such first right, and ACSB thereafter Novavax shall have the right (but shall not be obligated) to enforce the ROW Patents and ROW Know-How within the scope of the licenses granted to Novavax in Section 2.2 against any actual or alleged infringement or misappropriation thereof outside the Territory by a third party (by bringing a suit, action or proceeding against such third party), at Novavax’s sole expense. If the Company does not enforce the Novavax Patents or Know-How by (i) one hundred (100) days following the notice of alleged infringement or (ii) thirty (30) days before the time limit, if any, set forth in the appropriate laws and regulations for the filing of such an action, whichever comes first, then Novavax shall have the right (but not the obligation obligation) to initiate enforce the Novavax Patents and prosecute such action Novavax Know-How against any actual or alleged infringement or misappropriation thereof in the name of ACSB andTerritory by a third party (by bringing a suit, if necessaryaction or proceeding against such party), BGMat Novavax’s sole expense. In no event The non-prosecuting party shall BGM reasonably cooperate with the prosecuting party in such enforcement activities, at the prosecuting party’s expense, including by agreeing to be obligated named as a party to enforce (or defend any bringing in its own name) such suit, action or proceeding for the benefit of the ACSB Existing IPnon-prosecuting party if required for such enforcement action to proceed. ACSB grants to BGM The prosecuting party shall keep the explicit right to initiate non-prosecuting party reasonably informed regarding any such enforcement action and prosecute any legal action for infringement shall consider in good faith the reasonable comments and suggestions of the ACSB Existing IP that occurred prior non-prosecuting party related to such suit, action or proceeding. All recoveries received by the Effective Date, at BGM’s expense and in the name of BGM and ACSB. Neither Party shall enter into any settlement or compromise of any claim relating to ACSB Existing IP without the prior written consent of the other Party, which consent shall not be unreasonably withheld or delayed. BGM makes no representation or warranty that it will be able to obtain satisfactory results prosecuting party from any such legal enforcement action and BGM shall have no liability hereunder with respect to any legal action pursued or not pursued. The costs of any legal action described herein shall be borne retained by the Party that initiates such actionprosecuting party. Portions of this Exhibit, indicated by the xxxx “THIS EXHIBIT HAS BEEN REDACTED AND IS THE SUBJECT OF A CONFIDENTIAL TREATMENT REQUEST. REDACTED MATERIAL IS MARKED WITH [* * ***],” were omitted and have been filed separately with the Securities and Exchange Commission pursuant to the Registrant’s application requesting confidential treatment pursuant to Rule 24b-2 of the Securities Exchange Act of 1934, as amended. ARTICLE 5] AND HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION.

Infringement by Third Parties. (a) Each Party shall promptly give In the other Party notice case that either Licensor or Licensee becomes aware of any actual or threatened potential infringement by a third party of any ACSB Existing IP of the Intellectual Property or BGM Existing IP by any Third Party the Licensed Patents, the party gaining such knowledge shall promptly notify the other. Promptly following such notice, Licensor and Licensee shall confer and consider bringing a joint action. In the event that comes Licensor and Licensee agree not to such Party’s attention. The Parties will thereafter consult and cooperate fully to determine file a course of joint action, including, without limitation, the commencement of legal action by any Party against any such Third Party. However, BGM Licensor shall have the first initial right (but not the obligation) to bring suit and initiate proceedings relating to any infringement of the Licensed Patents and prosecute to settle the same and Licensee agrees that Licensor may cause Licensee to join it as a party to any such legal action suit at its own no expense and in the name of BGM and ACSB providedto Licensee if necessary for Licensor to have proper standing to bring such action. If Licensor declines to bring such claim, however, that Biomed Booster Licensee shall have then be afforded the right to participate in bring suit and initiate proceedings relating to any such legal action against any such Third Party for infringement of any ACSB Existing IP to the extent such a right to join exists. BGM shall promptly inform ACSB if BGM elects not to exercise such first right, and ACSB thereafter shall have the right but not the obligation to initiate and prosecute such action in the name of ACSB and, if necessary, BGM. In no event shall BGM be obligated to enforce or defend any of the ACSB Existing IP. ACSB grants to BGM the explicit right to initiate and prosecute any legal action for infringement of the ACSB Existing IP Licensed Patents and to settle the same and Licensor agrees that occurred Licensee may cause Licensor to join it as a party to any such suit at no expense to Licensor if necessary for Licensee to have proper standing to bring such action. All costs and expenses relating to any such suit or suits or proceeding shall be paid for by the party bringing suit or initiating proceedings, and any and all recoveries, awards, or payments from said suits or any settlements thereof shall be the property of such party; provided that in the case of a joint action, the Licensor and Licensee shall agree, prior to the Effective Datecommencing such action, at BGM’s expense and in the name of BGM and ACSB. Neither Party shall enter into any settlement or compromise on a proper allocation of any claim relating to ACSB Existing IP without the prior written consent recovery or award. Each of Licensor and Licensee shall reasonably cooperate with and assist the other Party, which consent shall not be unreasonably withheld in all such suits as Licensee deems reasonably appropriate or delayed. BGM makes no representation or warranty that it will be able to obtain satisfactory results from any such legal action necessary and BGM shall have no liability hereunder with respect to any legal action pursued or not pursued. The all costs of any legal action described herein and expenses thereof shall be borne by the Party that initiates such actionparty bringing suit or imitating proceedings. Portions If either party becomes aware of this Exhibit, indicated by the xxxx “[***],” were omitted and have been filed separately with the Securities and Exchange Commission pursuant to the Registrant’s application requesting confidential treatment pursuant to Rule 24b-2 any infringement of the Securities Exchange Act Patents or misappropriation of 1934the Technology or Improvements by any third-party, as amended. ARTICLE 5such party shall promptly notify the other party of such and provide the other party with any and all evidence thereof in its possession or control.

Infringement by Third Parties. Each party shall promptly provide written notice to the other party during the term of this Agreement of any known infringement or suspected infringement by a Third Party of any FN Patents, and shall provide the other party with all evidence in its possession supporting such infringement or unauthorized use or misappropriation. Within a period of ninety (a90) Each days after either party provides or receives such written notice with respect to FN Patents ("Decision Period"), Licensee, in its sole discretion, shall decide whether or not to initiate a suit or take other appropriate action and shall notify the Licensors in writing of its decision in writing ("Suit Notice"). If Licensee decides to bring a suit or take action and provides a respective Suit Notice, then Licensee may immediately commence such suit or take such action. If Licensee (i) does not in writing advise the Licensors within the Decision Period that it will commence suit or take action, or (ii) fails to commence suit or take action within a reasonable time after providing Suit Notice, then the Licensors shall thereafter have the right, but no obligation, to commence suit or take action and shall provide written notice to Licensee of any such suit commenced or action taken by the Licensors. Upon written request, the party bringing suit or taking action ("Initiating Party") shall keep the other party informed of the status of any such suit or action and shall provide the other party with copies of all substantive documents and communications filed in such suit or action. The Initiating Party shall promptly give have the other sole and exclusive right to select counsel for any such suit or action. ANNEX C: Form of License Agreement The Initiating Party notice shall, except as provided below, pay all expenses of any actual the suit or threatened infringement of any ACSB Existing IP or BGM Existing IP by any Third Party that comes to such Party’s attention. The Parties will thereafter consult and cooperate fully to determine a course of action, including, without limitation, the commencement Initiating Party’s attorneys’ fees, damages and court costs. Any damages, settlement fees or other consideration received as a result of legal such suit or action by any Party against any such Third shall belong to the Initiating Party. HoweverIf the Initiating Party believes it reasonably necessary, BGM upon written request the other party shall have join as a party to the first right suit or action, but shall be under no obligation to initiate and prosecute participate, except to the extent that such legal action participation is required as the result of its being a named party to the suit or action. At the Initiating Party’s written request, the other party shall offer reasonable assistance to the Initiating Party in connection therewith at its own expense and in no charge to the name of BGM and ACSB provided, however, that Biomed Booster Initiating Party. The other party shall have the right to participate and be represented in any such legal suit or action against any such Third by its own counsel at its own expense. The Initiating Party for infringement of any ACSB Existing IP shall not settle, agree to the extent such a right to join exists. BGM shall promptly inform ACSB if BGM elects not to exercise such first right, and ACSB thereafter shall have the right but not the obligation to initiate and prosecute such action in the name of ACSB and, if necessary, BGM. In no event shall BGM be obligated to enforce consent judgment or defend any otherwise voluntarily dispose of the ACSB Existing IP. ACSB grants to BGM the explicit right to initiate and prosecute any legal suit or action for infringement of the ACSB Existing IP that occurred prior to the Effective Date, at BGM’s expense and in the name of BGM and ACSB. Neither Party shall enter into any settlement or compromise of any claim relating to ACSB Existing IP without the prior written consent of the other Partyparty, which consent shall not be unreasonably withheld delayed or delayedwithheld. BGM makes no representation Except as otherwise agreed by the parties in connection with any cost-sharing arrangement, any recovery realized as a result of litigation described in this Section 5.5 (whether by way of settlement or warranty that it otherwise) will be able first allocated to obtain satisfactory results from any such reimbursement of unreimbursed legal action fees and BGM shall have no liability hereunder with respect to any legal action pursued or not pursued. The costs expenses incurred by the Initiating Party, then toward reimbursement of any unreimbursed legal action described herein shall fees and expenses of the other party, and then the remainder will be borne distributed by the Party that initiates allocating 50% of such action. Portions of this Exhibit, indicated by the xxxx “[***],” were omitted and have been filed separately with the Securities and Exchange Commission pursuant remainder to the Registrant’s application requesting confidential treatment pursuant Initiating Party and 50% to Rule 24b-2 the party holding the Patent being the subject of the Securities Exchange Act of 1934, as amended. ARTICLE 5litigation.