Common use of Infringement by Third Parties Clause in Contracts

Infringement by Third Parties. 8.1 Each PARTY will promptly inform the other of any suspected infringement of any claims in the PATENT RIGHTS or the misuse, misappropriation, theft or breach of confidence of other proprietary rights in the LICENSED SUBJECT MATTER by a third party. LICENSEE has the exclusive right, but not the obligation, to institute (directly or through a designee) an action for infringement, misuse, misappropriation, theft or breach of confidence of the proprietary rights against such third party and is entitled to retain recovery from such enforcement, provided however, any recovery for damages and/or a reasonable royalty in lieu thereof with respect to the PATENT RIGHTS, after deducting the out-of-pocket costs incurred with respect to such action, will be considered NET SALES and subject to royalty payment pursuant to Paragraph 5.1(b). At LICENSEE’S request and expense, and subject to the statutory duties of the Texas Attorney General, BOARD agrees to join any such action brought by LICENSEE. 8.2 If LICENSEE and/or its designees fails to bring such an action or proceeding within 120 days after receiving a written request by BOARD to initiate an action with respect to such infringement, then BOARD 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. BOARD will provide LICENSEE with written notice during such 120-day period if it intends to commence *** Certain information, as identified by [***], has been excluded from this agreement because it is both (i) not material and (ii) would be competitively harmful if publicly disclosed. any legal action to terminate infringement of PATENT RIGHTS and LICENSEE may commence legal action at any time during the 120 day notice period. LICENSEE must provide BOARD with evidence that it has commenced legal action within the 120 day notice period, and if LICENSEE (or designee) initiates suit during such period, the terms in Paragraph 8.1 shall govern the action and distribution of recovery. 8.3 In any infringement suit pursuant to this Article 8, the PARTIES agree to keep the other reasonably informed regarding such suit and to cooperate fully with each other. The PARTY bringing such suit (the “REQUESTING PARTY”) shall reimburse the other for any out of pocket costs that such other PARTY reasonably incurs, including attorney fees, to provide assistance or cooperation requested by the REQUESTING PARTY in connection with an action. At the request and expense of the REQUESTING PARTY, the other PARTY will permit access, to all relevant personnel, records, papers, information, samples, specimens, etc., its possession during regular business hours; provided that the PARTIES will cooperate reasonably to avoid undesired waivers of privilege. In all cases, the PARTY hereto that did not initiate the suit (and, as requested by LICENSEE, LICENSEE’S AFFILIATES and designees when they do not initiate suit) shall have the right to participate in any action brought by the other PARTY hereto with counsel of its own choosing, at its own expense. Nothing in this Article 8 shall be construed to authorize BOARD to enter into any settlement that would adversely affect the LICENSED SUBJECT MATTER or LICENSEE’S rights therein, without the prior written consent of the LICENSEE.

Infringement by Third Parties. 8.1 Each PARTY will promptly inform the other 9.1 LICENSEE shall give notice of any suspected discovered third-party infringement of any claims in to WSRC. WSRC shall, at its sole discretion, subject to DOE approval, take appropriate action to stop or prevent such infringement upon consultation with LICENSEE. WSRC shall also have the PATENT RIGHTS sole discretion to decide to take no action against the alleged infringement. In the event that WSRC does not take appropriate action to stop or the misuseprevent such infringement within ninety (90) days after receiving such notice, misappropriation, theft or breach of confidence of other proprietary rights in the LICENSED SUBJECT MATTER by a third party. LICENSEE has the exclusive right, but not right to take appropriate action to stop and prevent the obligation, to institute (directly or through a designee) an action for infringement, misuse, misappropriation, theft including the right to file suit. 9.2 In the event that LICENSEE files suit to stop infringement or breach of confidence defends any action against the validity of the proprietary rights patent, LICENSEE shall indemnify and hold WSRC harmless against all liability, expense and costs, including attorneys' fees incurred as a result of any such third party and is entitled to retain recovery from such enforcementsuit. 9.3 LICENSEE may, provided however, apply up-to-fifty (50) percent of any recovery such incurred costs as a reduction of any royalties due and payable to WSRC under the terms of this Agreement at such time as verified bills of costs actually incurred are reported to WSRC in accordance with Section 6 - "Records and Reports". 9.4 In the event LICENSEE secures a judgment against any third-party infringer, after accounting for damages and/or a reasonable royalty and paying all of LICENSEE's costs associated with prosecution of such action as well as paying WSRC for any reduction of royalties pursuant to Section 9.3, LICENSEE shall pay WSRC its royalties as set forth hereinabove on any balance of proceeds actually received and LICENSEE shall retain any such remaining balance of proceeds. 9.5 The Parties hereby agree to cooperate with each other in lieu thereof with respect the prosecution of any such legal actions or settlement actions undertaken under this section and each will provide to the PATENT RIGHTSother all pertinent data in its possession which may be helpful in the prosecution of such actions; provided, after deducting however, that the out-of-pocket costs incurred with respect to such action, will be considered NET SALES and subject to royalty payment pursuant to Paragraph 5.1(b). At LICENSEE’S request and expense, and subject to the statutory duties Party in control of the Texas Attorney General, BOARD agrees to join any such action brought by LICENSEE. 8.2 If LICENSEE and/or its designees fails to bring such an action or proceeding within 120 days after receiving a written request by BOARD to initiate an action with respect to such infringement, then BOARD 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. BOARD will provide LICENSEE with written notice during such 120-day period if it intends to commence *** Certain information, as identified by [***], has been excluded from this agreement because it is both (i) not material and (ii) would be competitively harmful if publicly disclosed. any legal action to terminate infringement of PATENT RIGHTS and LICENSEE may commence legal action at any time during the 120 day notice period. LICENSEE must provide BOARD with evidence that it has commenced legal action within the 120 day notice period, and if LICENSEE (or designee) initiates suit during such period, the terms in Paragraph 8.1 shall govern the action and distribution of recovery. 8.3 In any infringement suit pursuant to this Article 8, the PARTIES agree to keep the other reasonably informed regarding such suit and to cooperate fully with each other. The PARTY bringing such suit (the “REQUESTING PARTY”) shall reimburse the other Party for any out of pocket and all costs that such and expenses in providing data and other PARTY reasonably incurs, including attorney fees, information necessary to provide assistance or cooperation requested by the REQUESTING PARTY in connection with an action. At the request and expense conduct of the REQUESTING PARTY, the other PARTY will permit access, to all relevant personnel, records, papers, information, samples, specimens, etcaction., its possession during regular business hours; provided that the PARTIES will cooperate reasonably to avoid undesired waivers 9.6 The Party having filed such action shall be in control of privilege. In all cases, the PARTY hereto that did not initiate the suit (and, as requested by LICENSEE, LICENSEE’S AFFILIATES such action and designees when they do not initiate suit) shall have the right to participate dispose of such action in any action brought by whatever reasonable manner it determines to be the other PARTY hereto with counsel best interest of its own choosingthe Parties hereto, at its own expense. Nothing in this Article 8 shall be construed to authorize BOARD to enter into except that any settlement that would adversely affect which affects or admits issues of patent validity shall require the LICENSED SUBJECT MATTER or LICENSEE’S rights therein, without the prior advance written consent approval of the LICENSEEWSRC.

Infringement by Third Parties. 8.1 Each PARTY will promptly inform 7.1 To the other of extent not prohibited by the Pre-Existing Agreements as defined in Section 7.3, below, LICENSEE, at its expense, shall have the first right to, but is not obligated to, enforce any suspected patent exclusively licensed hereunder against infringement of any claims in the PATENT RIGHTS or the misuse, misappropriation, theft or breach of confidence of other proprietary rights by third parties in the LICENSED SUBJECT MATTER by a third party. LICENSEE has the exclusive right, but not the obligation, to institute (directly or through a designee) an action for infringement, misuse, misappropriation, theft or breach of confidence of the proprietary rights against such third party FIELD and is entitled to retain recovery from such enforcement. After reimbursement of LICENSEE’s reasonable legal costs and expenses related to such recovery, provided however, LICENSEE agrees to pay UTMDACC either: (a) *** of any monetary recovery that is for damages and/or a reasonable royalty in lieu thereof with respect lost sales due to the PATENT RIGHTSinfringement and *** of any related enhanced, after deducting increased or punitive damages; or (b) *** of any monetary recovery that is for reasonable royalties or lost profits and *** of any related enhanced, increased or punitive damages. LICENSEE must notify UTMDACC in writing of any potential infringement in the out-of-pocket costs incurred with respect to such action, will be considered NET SALES and subject to royalty payment pursuant to Paragraph 5.1(b)LICENSED FIELD within thirty (30) calendar days of knowledge thereof. At LICENSEE’S request and expense, and subject to the statutory duties of the Texas Attorney General, BOARD agrees to join any such action brought by LICENSEE. 8.2 If LICENSEE and/or its designees fails to bring such an action or proceeding does not file suit against a substantial infringer in the LICENSED FIELD within 120 days after receiving a written request by BOARD to initiate an action with respect to such infringementnine (9) months of knowledge thereof, then BOARD may institute an action for infringementor UTMDACC may, misuse, misappropriation, theft or breach of confidence of the proprietary rights against such third party at its own expense sole discretion, enforce any patent licensed hereunder on behalf of itself and retain LICENSEE, with UTMDACC retaining all recoveries from such enforcement. BOARD will provide LICENSEE with written notice during such 120, and/or reduce the license granted hereunder to non-day period if it intends to commence *** Certain information, as identified by [***], has been excluded from this agreement because it is both (i) not material and (ii) would be competitively harmful if publicly disclosed. exclusive. 7.2 In any legal action to terminate infringement of PATENT RIGHTS and LICENSEE may commence legal action at any time during the 120 day notice period. LICENSEE must provide BOARD with evidence that it has commenced legal action within the 120 day notice period, and if LICENSEE (suit or designee) initiates suit during such perioddispute involving an infringer, the terms in Paragraph 8.1 shall govern the action and distribution of recovery. 8.3 In any infringement suit pursuant to this Article 8, the PARTIES parties agree to keep the other reasonably informed regarding such suit and to cooperate fully with each other. The PARTY bringing such suit (the “REQUESTING PARTY”) shall reimburse the , and, if applicable, with licensees in other for any out fields of pocket costs that such other PARTY reasonably incurs, including attorney fees, to provide assistance or cooperation requested by the REQUESTING PARTY in connection with an actionuse. At the request and expense of the REQUESTING PARTYparty bringing suit, the other PARTY party will permit accessaccess during regular business hours, to all relevant personnel, records, papers, information, samples, specimens, etcand the like in its possession. 7.3 Notwithstanding any other provision herein to the contrary, its possession during regular business hours; provided LICENSEE understands that BOARD and UTMDACC have previously entered into license agreements with third parties granting licenses to the PATENT RIGHTS and/or TECHNOLOGY RIGHTS in other fields of use outside of the LICENSED FIELD (“Pre-Existing Agreements”). These Pre-Existing Agreements contain language regarding the third parties’ rights and obligations in the event of infringement of the PATENT RIGHTS. To the extent the provisions of this ARTICLE VII conflict with these Pre-Existing Agreements, LICENSEE understands and agrees that the PARTIES will cooperate reasonably to avoid undesired waivers of privilege. In all cases, the PARTY hereto that did not initiate the suit (and, as requested by LICENSEE, LICENSEE’S AFFILIATES and designees when they do not initiate suit) Pre-Existing Agreements shall have the right to participate in any action brought by the other PARTY hereto with counsel of its own choosing, at its own expense. Nothing in this Article 8 shall be construed to authorize BOARD to enter into any settlement that would adversely affect the LICENSED SUBJECT MATTER or LICENSEE’S rights therein, without the prior written consent of the LICENSEEcontrol.

Infringement by Third Parties. 8.1 (I) Each PARTY will Party shall promptly inform notify the other in writing of any suspected alleged infringement or misappropriation by third parties of any claims in Licensed Patent and provide any information available to that Party relating to such alleged infringement or misappropriation. (II) CeNeS shall have the PATENT RIGHTS or the misuse, misappropriation, theft or breach of confidence of other proprietary rights in the LICENSED SUBJECT MATTER by a third party. LICENSEE has the exclusive primary right, but not the obligation, to institute (directly take action in its own name to secure the cessation of any infringement or through a designee) an misappropriation or to enter suit against the infringer. Any such action for infringement, misuse, misappropriation, theft or breach of confidence of the proprietary rights against such third party and is entitled to retain recovery from such enforcement, provided however, any recovery for damages and/or a reasonable royalty in lieu thereof with respect to the PATENT RIGHTS, after deducting the out-of-pocket costs incurred with respect to such action, will be considered NET SALES and subject to royalty payment pursuant to Paragraph 5.1(b). At LICENSEE’S request and at CeNeS' expense, and subject to the statutory duties of the Texas Attorney General, BOARD agrees to join any such action brought by LICENSEE. 8.2 If LICENSEE and/or its designees fails to bring such an action or proceeding within 120 days after receiving a written request by BOARD to initiate an action with respect to such infringement, then BOARD 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. BOARD will provide LICENSEE with written notice during such 120-day period if it intends to commence *** Certain information, as identified by [***], has been excluded from this agreement because it is both (i) not material and (ii) would be competitively harmful if publicly disclosed. any legal action to terminate infringement of PATENT RIGHTS and LICENSEE may commence legal action at any time during the 120 day notice period. LICENSEE must provide BOARD with evidence that it has commenced legal action within the 120 day notice period, and if LICENSEE (or designee) initiates suit during such period, the terms in Paragraph 8.1 shall govern the action and distribution of recovery. 8.3 In any infringement suit pursuant to this Article 8, the PARTIES agree to keep the other reasonably informed regarding such suit and to cooperate fully with each other. The PARTY bringing such suit (the “REQUESTING PARTY”) shall reimburse the other for any out of pocket costs that such other PARTY reasonably incurs, including attorney fees, to provide assistance or cooperation requested by the REQUESTING PARTY in connection with an action. At the request and expense of the REQUESTING PARTY, the other PARTY will permit access, to all relevant personnel, records, papers, information, samples, specimens, etc., its possession during regular business hours; provided that the PARTIES will cooperate reasonably to avoid undesired waivers of privilege. In all cases, the PARTY hereto that did not initiate the suit (and, as requested by LICENSEE, LICENSEE’S AFFILIATES and designees when they do not initiate suit) shall have the right to participate in any action brought by the other PARTY hereto with employing counsel of its own choosing. If CeNeS elects not to exercise its right to prosecute or take other appropriate action in connection with an infringement or misappropriation of the Licensed Patents or fails to take any such action within sixty days of first receiving of such infringement or misappropriation, Scion may do so at its own expense, controlling such action. (III) CeNeS and its attorneys or agents shall consult and cooperate with Scion in all aspects of any such litigation and shall provide Scion sufficient opportunity to review any document prepared, produced, or received by CeNeS in conjunction with such dispute. Nothing in this Article 8 Scion agrees to provide comments and suggestions with respect to any such matter, which comments and suggestions shall be construed reasonably considered by the CeNeS. (IV) If CeNeS brings action, any damages or other monetary awards recovered by CeNeS shall be applied proportionately first to authorize BOARD defray the unreimbursed costs and expenses (including reasonable attorneys' fees) incurred by either or both Parties resulting from such action. If any balance remains after such payment, then such balance shall be shared by the Parties pro rata based upon the Parties' respective documented Liabilities suffered. If CeNeS fails to enter bring action and Scion brings action, any damages or other monetary awards recovered by Scion shall be applied first to defray the costs and expenses (including reasonable attorneys' fees) incurred in the action by either or both of the Parties resulting from such action. If any balance remains, such balance shall be the property of Scion. (V) No settlement, consent judgment or other voluntary final disposition of a suit being prosecuted by a Party under this Section 5(iv)(B) may be entered into any settlement that would adversely affect the LICENSED SUBJECT MATTER or LICENSEE’S rights therein, without the prior written consent of the LICENSEEother Party if such settlement, consent judgment or other voluntary final disposition would alter, derogate or diminish such other Party's rights under the Agreement or otherwise materially adversely affect such other Party, which consent shall not be unreasonably withheld or delayed.

Infringement by Third Parties. 8.1 Each PARTY will promptly inform the other 6.1 Licensee shall give notice of any suspected infringement of any claims in the PATENT RIGHTS or the misuse, misappropriation, theft or breach of confidence of other proprietary rights in the LICENSED SUBJECT MATTER by a third party. LICENSEE has the exclusive right, but not the obligation, to institute (directly or through a designee) an action for infringement, misuse, misappropriation, theft or breach of confidence of the proprietary rights against such discovered third party infringement to UT-BATTELLE. In the event that UT-BATTELLE does not take appropriate action to stop or prevent such infringement within ninety (90) days after receiving such notice and is entitled to retain recovery from such enforcement, provided however, any recovery for damages and/or a reasonable royalty in lieu thereof with respect to the PATENT RIGHTS, after deducting the out-of-pocket costs incurred with respect to diligently pursue such action, will be considered NET SALES Licensee has the right to take appropriate action to stop and subject prevent the infringement, including the right to royalty payment pursuant file suit. 6.2 In the event that Licensee files suit to Paragraph 5.1(b). At LICENSEE’S request and expense, and subject to stop infringement or defends any action against the statutory duties validity of the Texas Attorney Generalpatent, BOARD agrees to join Licensee shall indemnify and hold UT-BATTELLE harmless against all liability, expense and costs, including attorneys' fees incurred as a result of any such action brought by LICENSEEsuit. 8.2 If LICENSEE and/or its designees fails 6.3 Licensee may, however, apply all such costs as a reduction of any royalties due and payable to bring UT-BATTELLE under the terms of this Agreement at such an action or proceeding within 120 days after receiving time as verified bills of costs actually incurred are reported to UT-BATTELLE in accordance with the Records and Reports Section hereinabove. 6.4 In the event Licensee secures a written request by BOARD to initiate an action with respect to such infringement, then BOARD may institute an action for infringement, misuse, misappropriation, theft or breach of confidence of the proprietary rights judgment against such any third party at its own expense infringer, after accounting for and retain paying all recoveries from of Licensee's costs associated with prosecution of such enforcement. BOARD will provide LICENSEE with written notice during such 120action as well as paying UT-day period if it intends to commence *** Certain information, as identified by [***], has been excluded from this agreement because it is both (i) not material and (ii) would be competitively harmful if publicly disclosed. BATTELLE for any legal action to terminate infringement reduction of PATENT RIGHTS and LICENSEE may commence legal action at any time during the 120 day notice period. LICENSEE must provide BOARD with evidence that it has commenced legal action within the 120 day notice period, and if LICENSEE (or designee) initiates suit during such period, the terms in Paragraph 8.1 shall govern the action and distribution of recovery. 8.3 In any infringement suit royalties pursuant to this Article 8section, the PARTIES Licensee shall pay UT-BATTELLE its royalties as set forth hereinabove on any balance of proceeds actually received and Licensee shall retain any such remaining balance of proceeds. 6.5 The parties hereby agree to keep cooperate with each other in the prosecution of any such legal actions or settlement actions undertaken under this section and each will provide to the other reasonably informed regarding all pertinent data in its possession which may be helpful in the prosecution of such suit and to cooperate fully with each other. The PARTY bringing actions; provided, however, that the party in control of such suit (the “REQUESTING PARTY”) action shall reimburse the other party for any out of pocket and all costs that such and expenses in providing data and other PARTY reasonably incurs, including attorney fees, information necessary to provide assistance or cooperation requested by the REQUESTING PARTY in connection with an action. At the request and expense conduct of the REQUESTING PARTY, the other PARTY will permit access, to all relevant personnel, records, papers, information, samples, specimens, etcaction., its possession during regular business hours; provided that the PARTIES will cooperate reasonably to avoid undesired waivers 6.6 The party having filed such action shall be in control of privilege. In all cases, the PARTY hereto that did not initiate the suit (and, as requested by LICENSEE, LICENSEE’S AFFILIATES such action and designees when they do not initiate suit) shall have the right to participate dispose of such action in any action brought by whatever reasonable manner it determines to be the other PARTY hereto with counsel best interest of its own choosingparties hereto, at its own expense. Nothing in this Article 8 shall be construed to authorize BOARD to enter into except that any settlement that would adversely affect which affects or admits issues of patent validity shall require the LICENSED SUBJECT MATTER or LICENSEE’S rights therein, without the prior advance written consent approval of the LICENSEEUT-BATTELLE.

Infringement by Third Parties. 8.1 Each PARTY will promptly inform (a) Except as otherwise provided below, Amylin shall have the other of any suspected infringement of any claims in the PATENT RIGHTS or the misuse, misappropriation, theft or breach of confidence of other proprietary rights in the LICENSED SUBJECT MATTER by a third party. LICENSEE has the exclusive first right, but not the obligation, at its own expense, to institute enforce the Leptin Patent Rights against Third Party infringers in the Territory within the Field of Use (directly or through a designee“Field Infringement”). In the event Amylin shall so elect to enforce the Leptin Patent Rights against a Field Infringement, Amylin shall control any such action; provided that Shionogi shall, at its own expense, be entitled to participate in, and to have counsel selected by Shionogi participate in, such action (provided that Amylin will nonetheless control such action at all times). Recoveries in any actions against a Field Infringement under this Section 6.2(a) shall be used first to reimburse the Parties’ costs and expenses (including attorneys’ fees) for such action (on an equal basis) and any remainder shall belong to Amylin. (b) If Amylin does not initiate an action for infringementagainst a Field Infringement, misuseor otherwise cause such Field Infringement to cease, misappropriation, theft or breach within ninety (90) days of confidence becoming aware of the proprietary rights against such third party and is entitled to retain recovery from such enforcement, provided however, any recovery for damages and/or a reasonable royalty in lieu thereof with respect to the PATENT RIGHTS, after deducting the out-of-pocket costs incurred with respect to such action, will be considered NET SALES and subject to royalty payment pursuant to Paragraph 5.1(b). At LICENSEE’S request and expenseField Infringement, and such Field Infringement is having a material negative impact on Shionogi, then Shionogi shall have the right (but subject to the statutory duties of other limitations set forth below), but not the Texas Attorney Generalobligation, BOARD agrees to join any such action brought by LICENSEE. 8.2 If LICENSEE and/or its designees fails to bring such an action or proceeding within 120 days after receiving a written request by BOARD to initiate an action with respect to such infringement, then BOARD 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. BOARD will provide LICENSEE with written notice during such 120-day period if it intends to commence *** Certain information, as identified by [***], has been excluded from this agreement because it is both (i) not material and (ii) would be competitively harmful if publicly disclosed. any legal action to terminate infringement of PATENT RIGHTS and LICENSEE may commence legal action at any time during the 120 day notice period. LICENSEE must provide BOARD with evidence that it has commenced legal action within the 120 day notice period, and if LICENSEE (or designee) initiates suit during such period, the terms in Paragraph 8.1 shall govern the action and distribution of recovery. 8.3 In any infringement suit pursuant to this Article 8, the PARTIES agree to keep the other reasonably informed regarding such suit and to cooperate fully with each other. The PARTY bringing such suit (the “REQUESTING PARTY”) shall reimburse the other for any out of pocket costs that such other PARTY reasonably incurs, including attorney feesexpense, to provide assistance or cooperation requested by enforce the REQUESTING PARTY in connection with an applicable Leptin Patent Rights against the Field Infringement, but provided that Amylin does not have a reasonable business justification for not initiating such action. At In the request and expense of event Shionogi shall so elect to enforce the REQUESTING PARTYLeptin Patent Rights against the Field Infringement, the other PARTY will permit access, to all relevant personnel, records, papers, information, samples, specimens, etc., its possession during regular business hoursShionogi shall control any such action; provided that Amylin shall, at its own expense, be entitled to participate in, and to have counsel selected by Amylin participate in, such action (provided that Shionogi will nonetheless control such action at all times). Recoveries in any actions against a Field Infringement under this Section 6.2(b) shall be used first to reimburse the PARTIES will cooperate reasonably Parties’ costs and expenses (including attorneys’ fees) for such action (on an equal basis) and any remainder shall belong to avoid undesired waivers of privilege. In all casesShionogi, provided that such remainder shall be deemed to be Net Sales accrued in the PARTY hereto that did not initiate the suit calendar quarter in which such recovery occurs, for which Shionogi shall pay Amylin royalties under Section 5.3. (and, as requested by LICENSEE, LICENSEE’S AFFILIATES and designees when they do not initiate suitc) Shionogi shall have the right to participate in any action brought enforce and defend the patent rights covered by the Rockefeller License or the Amgen Agreement only to the extent that Amylin has such rights under the Rockefeller License and Amgen Agreement with respect thereto and can convey such rights to Shionogi. (d) Each Party shall promptly notify the other PARTY hereto with counsel Party upon becoming aware of its own choosing, at its own expense. Nothing in this Article 8 any potential Third Party infringement of the Licensed Patent Rights. (e) Neither Party shall be construed to authorize BOARD to enter into any settlement of any action under this Section 6.2 that would adversely affect materially negatively affects the LICENSED SUBJECT MATTER other Party’s rights or LICENSEE’S rights thereininterests under this Agreement without such other Party’s written consent, without the prior written which consent of the LICENSEEshall not be unreasonably withheld or delayed.

Infringement by Third Parties. 8.1 Each PARTY will promptly inform the other of LICENSEE, at its expense, may enforce any suspected patent exclusively licensed hereunder against infringement of any claims in the PATENT RIGHTS or the misuse, misappropriation, theft or breach of confidence of other proprietary rights in the LICENSED SUBJECT MATTER TERRITORY by a third party. LICENSEE has the exclusive right, but not the obligation, to institute (directly or through a designee) an action for infringement, misuse, misappropriation, theft or breach of confidence of the proprietary rights against such third party parties and is entitled to retain recovery from such enforcement. After reimbursement of LICENSEE’s reasonable legal costs and expenses related to such recovery, provided however, LICENSEE agrees to pay MOLECULIN either: (a) the royalty detailed in Article V for any monetary recovery that is for sales of LICENSED PRODUCTS lost due to the 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 any recovery in which the compensatory award is solely for damages and/or a reasonable royalty royalties. LICENSEE must notify MOLECULIN in lieu thereof with respect writing of any potential infringement within thirty (30) calendar days of knowledge thereof. If LICENSEE decides not to the PATENT RIGHTSpursue an infringement enforcement action within six month of knowledge of such infringement, LICENSEE will notify MOLECULIN and then MOLECULIN may, at its discretion, after deducting considering the out-of-pocket costs incurred with respect commercially reasonable bases for LICENSEE’s decision not to pursue such infringement enforcement action, pursue the enforcement of any patent licensed hereunder on behalf of itself and LICENSEE. In such case, the parties will discuss in good faith the appropriate settlement of such case and/or the appropriate distribution of any recovery from such action, will be considered NET SALES which shall depend on LICENSEE’s involvement with and subject contribution to royalty payment pursuant to Paragraph 5.1(b). At LICENSEE’S request such case and expense, and subject to the statutory duties effect of the Texas Attorney General, BOARD agrees LICENSEE’s ability to join commercialize the LICENSED SUBJECT MATTER in the LICENSED TERRITORY. In any such action brought by LICENSEE. 8.2 If LICENSEE and/or its designees fails to bring such suit or dispute involving an action or proceeding within 120 days after receiving a written request by BOARD to initiate an action with respect to such infringement, then BOARD 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. BOARD will provide LICENSEE with written notice during such 120-day period if it intends to commence *** Certain information, as identified by [***], has been excluded from this agreement because it is both (i) not material and (ii) would be competitively harmful if publicly disclosed. any legal action to terminate infringement of PATENT RIGHTS and LICENSEE may commence legal action at any time during the 120 day notice period. LICENSEE must provide BOARD with evidence that it has commenced legal action within the 120 day notice period, and if LICENSEE (or designee) initiates suit during such periodinfringer, the terms in Paragraph 8.1 shall govern the action and distribution of recovery. 8.3 In any infringement suit pursuant to this Article 8, the PARTIES parties agree to keep the other reasonably informed regarding such suit and to cooperate fully with each other. The PARTY bringing such suit (the “REQUESTING PARTY”) shall reimburse the other for any out of pocket costs that such other PARTY reasonably incurs, including attorney fees, to provide assistance or cooperation requested by the REQUESTING PARTY in connection with an action. At the request and expense of the REQUESTING PARTYparty bringing suit, the other PARTY party will permit accessaccess during regular business hours, to all relevant personnel, records, papers, information, samples, specimens, etcand the like in its possession., its possession during regular business hours; provided that the PARTIES will cooperate reasonably to avoid undesired waivers of privilege. In all cases, the PARTY hereto that did not initiate the suit (and, as requested by LICENSEE, LICENSEE’S AFFILIATES and designees when they do not initiate suit) shall have the right to participate in any action brought by the other PARTY hereto with counsel of its own choosing, at its own expense. Nothing in this Article 8 shall be construed to authorize BOARD to enter into any settlement that would adversely affect the LICENSED SUBJECT MATTER or LICENSEE’S rights therein, without the prior written consent of the LICENSEE.

Infringement by Third Parties. 8.1 Each PARTY will promptly inform In the other event of infringement by third parties of any suspected infringement of any claims in the PATENT RIGHTS or the misuse, misappropriation, theft or breach of confidence of other proprietary rights in the LICENSED SUBJECT MATTER by a third party. LICENSEE has the exclusive right, but not the obligation, to institute (directly or through a designee) an action for infringement, misuse, misappropriation, theft or breach of confidence of the proprietary rights Trademarks which are the subject of this License, Widmer’s Wine will be in charge of all litigation against such and settlement with any and all third party and is entitled to retain recovery from such enforcementinfringers of the Trademarks, except as provided however, herein. W▇▇▇▇▇ Brewing will cooperate in any recovery for damages and/or a reasonable royalty in lieu thereof with respect to the PATENT RIGHTS, after deducting the out-of-pocket costs incurred with respect to such action, in accordance with this Section. If cooperation is required, W▇▇▇▇▇ Brewing will be considered NET SALES and subject to royalty payment pursuant to Paragraph 5.1(bcooperate with Widmer’s Wine as requested by Widmer’s Wine, at Widmer’s Wine’s expense in accordance with this Section, in connection with any action taken by Widmer’s Wine in its judgment against such potential infringer(s). At LICENSEE’S request and expense, and subject to the statutory duties of the Texas Attorney General, BOARD agrees to join any such action brought by LICENSEE. 8.2 If LICENSEE and/or its designees fails to bring such an action or proceeding within 120 days after receiving a written request by BOARD to initiate an action with respect to such infringement, then BOARD 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. BOARD will provide LICENSEE with written notice during such 120-day period if it intends to commence *** Certain information, as identified by [***], has been excluded from this agreement because it is both The following provisions (i) not material through (iv) specify the parties respective obligations with respect hereto: (i) Such cooperation by W▇▇▇▇▇ Brewing will include, without limitation, providing its personnel to appear as witnesses at depositions or in court, furnishing documents and information, executing all necessary documents, and being joined as a party to any legal proceedings. (ii) would Except as provided in subsections (iii) and (iv) of this Section, the cost of any litigation or other action against potential infringers will be competitively harmful if publicly disclosedborne entirely by Widmer’s Wine. Widmer’s Wine will reimburse W▇▇▇▇▇ Brewing, within thirty (30) days after request from W▇▇▇▇▇ Brewing, for any legal action to terminate infringement of PATENT RIGHTS and LICENSEE may commence legal action at any time during the 120 day notice period. LICENSEE must provide BOARD with evidence that it has commenced legal action within the 120 day notice periodtravel expenses, photocopying expenses, and the like (but excluding salary or comparable expenses as well as fees and expenses charged by separate counsel, if LICENSEE (or designeeany, engaged by W▇▇▇▇▇ Brewing) initiates suit during such period, the terms in Paragraph 8.1 shall govern the action and distribution of recovery. 8.3 In any infringement suit pursuant to this Article 8, the PARTIES agree to keep the other reasonably informed regarding such suit and to cooperate fully with each other. The PARTY bringing such suit (the “REQUESTING PARTY”) shall reimburse the other for any out of pocket costs that such other PARTY reasonably incurs, including attorney fees, to provide assistance or cooperation requested incurred by the REQUESTING PARTY it at Widmer’s wine’s request in connection with an any such infringement action. At Any recovery of damages or attorney’s fees in such actions, or in settlement of such actions or disputes, will belong entirely to Widmer’s Wine. (iii) Widmer’s Wine will consult with W▇▇▇▇▇ Brewing during the request course of any third party infringement and expense legal proceedings hereunder. W▇▇▇▇▇ Brewing shall be named as co-plaintiff in any adversarial proceeding where either (a) the infringement significantly impacts the present or future sales of Products (or any items sold by W▇▇▇▇▇ Brewing pursuant to license under this Agreement), or (b) the REQUESTING PARTYalleged infringer is also infringing the trade dress, the other PARTY will permit access, to all relevant personnel, records, papers, information, samples, specimens, etc., its possession during regular business hours; provided that the PARTIES will cooperate reasonably to avoid undesired waivers packaging or trademarks of privilegeW▇▇▇▇▇ Brewing. In all cases, the PARTY hereto that did not initiate the suit (and, When named as requested by LICENSEE, LICENSEE’S AFFILIATES and designees when they do not initiate suit) a co-plaintiff W▇▇▇▇▇ Brewing shall have the right to participate in any action brought by the other PARTY hereto with such adversarial proceeding through its counsel of its own choosing, record at its own expense. Nothing If W▇▇▇▇▇ Brewing named as a co-plaintiff (or if litigation ensues in this Article 8 which W▇▇▇▇▇ Brewing would have the right to be named as a co-plaintiff), then W▇▇▇▇▇ Brewing shall have the right to approve any settlement of any infringement matters whether it has been the subject of litigation or simply negotiation. Any such approval shall not be unreasonably withheld or delayed. If W▇▇▇▇▇ Brewing has no right to be named as a co-plaintiff, then W▇▇▇▇▇ Brewing shall have the right to approve any settlement in connection with such proceedings if it materially affects W▇▇▇▇▇ Brewing’s use of any of the Trademarks. Any such approval shall not be unreasonably withheld or delayed. If W▇▇▇▇▇ Brewing has no right to be named as a co-plaintiff, Widmer’s wine will not be required to seek W▇▇▇▇▇ Brewing’s consent to any settlement if such settlement does not (a) compromise the title, validity or ownership of any Trademark(s); (b) involve continued use of the allegedly infringing trademark; (c) create any obligation on behalf of W▇▇▇▇▇ Brewing or subject W▇▇▇▇▇ Brewing to any fine, penalty or monetary damages or award of any kind whatsoever; or (d) materially affect W▇▇▇▇▇ Brewing’s use of any of the Trademarks. (iv) Upon notification by W▇▇▇▇▇ Brewing of an apparent infringer, Widmer’s Wine shall have forty-five (45) days to decide whether or not to pursue an instance of alleged infringement, except that when W▇▇▇▇▇ Brewing notifies Widmer’s wine of its desire to seek preliminary injunctive relief (“Relief”) with regard thereto, and W▇▇▇▇▇ Brewing supplies Widmer’s Wine with evidence in the reasonable judgment of Widmer’s Wine sufficient to obtain such Relief, then, in such instance, Widmer’s Wine shall have five (5) days to decide whether or not to seek such Relief. In the event that Widmer’s Wine should decide not to pursue an instance of alleged infringement of the Trademarks, or fails to communicate any decision to W▇▇▇▇▇ Brewing, then W▇▇▇▇▇ Brewing, with the cooperation of Widmer’s Wine in the same manner provided herein for W▇▇▇▇▇ Brewing’s cooperation with Widmer’s Wine, shall be construed entitled to authorize BOARD proceed against the alleged infringer at W▇▇▇▇▇ Brewing’s expense, and any and all recoveries obtained in such litigation and settlement will accrue solely to enter into any settlement that would adversely affect the LICENSED SUBJECT MATTER or LICENSEE’S rights thereinbenefit of W▇▇▇▇▇ Brewing. However, without the prior written consent of Widmer’s Wine, W▇▇▇▇▇ Brewing shall have no right to settle such infringement matter by compromising title, validity or ownership of any Trademark(s); allowing continued use of the LICENSEEallegedly infringing trademark; creating any obligation on behalf of Widmer’s Wine or by subjecting Widmer’s Wine to any fine, penalty or monetary damages or award of any kind whatsoever.

Infringement by Third Parties. 8.1 Each PARTY will promptly inform Focal shall have the other sole right and option, at its sole and absolute discretion, to file and maintain lawsuits in its own name for infringement by Third Parties of any suspected infringement of any claims in the PATENT RIGHTS Patent Rights, Trademarks or the misuse, misappropriation, theft or breach of confidence of other proprietary rights in the LICENSED SUBJECT MATTER by a third party. LICENSEE has the exclusive right, but not the obligation, to institute (directly or through a designee) an action for infringement, misuse, misappropriation, theft or breach of confidence of the proprietary rights against such third party and is entitled to retain recovery from such enforcement, provided however, any recovery for damages and/or a reasonable royalty in lieu thereof with respect relating to the PATENT RIGHTS, after deducting the out-of-pocket costs incurred with respect to such action, will be considered NET SALES and subject to royalty payment pursuant to Paragraph 5.1(b). At LICENSEE’S request and expense, and subject to the statutory duties of the Texas Attorney General, BOARD agrees to join any such action brought by LICENSEE. 8.2 If LICENSEE and/or its designees fails to bring such an action Products or proceeding within 120 days after receiving a written request by BOARD to initiate an action with respect to such infringement, then BOARD 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. BOARD will provide LICENSEE with written notice during such 120-day period if it intends to commence *** Certain information, as identified by [***], has been excluded from this agreement because it is both (i) not material and (ii) would be competitively harmful if publicly disclosed. any legal action to terminate infringement of PATENT RIGHTS and LICENSEE may commence legal action at any time during the 120 day notice period. LICENSEE must provide BOARD with evidence Systems that it has commenced legal action occur within the 120 day notice periodTerritory. Genzyme shall, and if LICENSEE (or designee) initiates suit during such period, the terms in Paragraph 8.1 shall govern the action and distribution of recovery. 8.3 In any infringement suit pursuant to this Article 8, the PARTIES agree to keep the other reasonably informed regarding such suit and to cooperate fully with each other. The PARTY bringing such suit (the “REQUESTING PARTY”) shall reimburse the other for any out of pocket costs that such other PARTY reasonably incurs, including attorney fees, to provide assistance or cooperation requested by the REQUESTING PARTY in connection with an action. At at the request and expense of Focal, give Focal all reasonable assistance and cooperation in any such proceedings at Focal's expense. Notwithstanding any decision or action by Focal arising out of any Third Party infringement, or the REQUESTING PARTYresults or outcomes thereof, the other PARTY will permit access, Genzyme's obligation to all relevant personnel, records, papers, information, samples, specimens, etc., its possession during regular business hours; provided that the PARTIES will cooperate reasonably make payments to avoid undesired waivers of privilege. In all cases, the PARTY hereto that did not initiate the suit (Focal under this Agreement shall be unaffected and, as requested in the event that Genzyme's distribution of the Systems is adversely affected by LICENSEEsuch Third Party infringement, LICENSEE’S AFFILIATES and designees when they do Focal shall not initiate be obligated to offset any payments made hereunder. Notwithstanding any decision on the part of Focal to forgo bringing or continuing to prosecute any suit) , claim or litigation, even if permitted under law, Genzyme shall not have the right to participate bring, file or litigate any claim for infringement by Third Parties of any proprietary rights held by Focal occurring in the Territory without Focal's prior written consent, which consent shall not be unreasonably withheld. If such consent is granted, Focal shall cooperate with Genzyme, and shall assign to Genzyme such rights as are reasonably determined by Focal to be necessary to bring, file or litigate such claim. Any recovery realized by either party as a result of any action brought infringement litigation pursuant to this Section 10.3 (whether by way of settlement or otherwise) shall be first allocated to reimbursement of legal fees and expenses incurred by the party initiating the proceeding, then, if applicable, toward reimbursement of the other PARTY hereto with counsel of its own choosingparty's legal fees and expenses, at its own expense. Nothing in this Article 8 and then the remainder shall be construed divided between the parties as follows: seventy-five percent (75%) to authorize BOARD the party initiating such proceedings and twenty-five percent (25%) to enter into any settlement that would adversely affect the LICENSED SUBJECT MATTER or LICENSEE’S rights therein, without the prior written consent of the LICENSEEother party.

Infringement by Third Parties. 8.1 Each PARTY will promptly inform the other of LICENSEE, at its expense, may enforce any suspected patent exclusively licensed hereunder against infringement of any claims in the PATENT RIGHTS or the misuse, misappropriation, theft or breach of confidence of other proprietary rights in the LICENSED SUBJECT MATTER TERRITORY by a third party. LICENSEE has the exclusive right, but not the obligation, to institute (directly or through a designee) an action for infringement, misuse, misappropriation, theft or breach of confidence of the proprietary rights against such third party parties and is entitled to retain recovery from such enforcement. After reimbursement of LICENSEE’s reasonable legal costs and expenses related to such recovery, provided however, LICENSEE agrees to pay INTERTECH either: (a) the royalty detailed in Article V for any monetary recovery that is for sales of LICENSED PRODUCTS lost due to the 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 any recovery in which the compensatory award is solely for damages and/or a reasonable royalty royalties. LICENSEE must notify “INTERTECH” in lieu thereof with respect writing of any potential infringement within thirty (30) calendar days of knowledge thereof. If LICENSEE decides not to the PATENT RIGHTSpursue an infringement enforcement action within six month of knowledge of such infringement, LICENSEE will notify “INTERTECH” and then “INTERTECH” may, at its discretion, after deducting considering the out-of-pocket costs incurred with respect commercially reasonable bases for LICENSEE’s decision not to pursue such infringement enforcement action, pursue the enforcement of any patent licensed hereunder on behalf of itself and LICENSEE. In such case, the parties will discuss in good faith the appropriate settlement of such case and/or the appropriate distribution of any recovery from such action, will be considered NET SALES which shall depend on LICENSEE’s involvement with and subject contribution to royalty payment pursuant to Paragraph 5.1(b). At LICENSEE’S request such case and expense, and subject to the statutory duties effect of the Texas Attorney General, BOARD agrees LICENSEE’s ability to join commercialize the LICENSED SUBJECT MATTER in the LICENSED TERRITORY. In any such action brought by LICENSEE. 8.2 If LICENSEE and/or its designees fails to bring such suit or dispute involving an action or proceeding within 120 days after receiving a written request by BOARD to initiate an action with respect to such infringement, then BOARD 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. BOARD will provide LICENSEE with written notice during such 120-day period if it intends to commence *** Certain information, as identified by [***], has been excluded from this agreement because it is both (i) not material and (ii) would be competitively harmful if publicly disclosed. any legal action to terminate infringement of PATENT RIGHTS and LICENSEE may commence legal action at any time during the 120 day notice period. LICENSEE must provide BOARD with evidence that it has commenced legal action within the 120 day notice period, and if LICENSEE (or designee) initiates suit during such periodinfringer, the terms in Paragraph 8.1 shall govern the action and distribution of recovery. 8.3 In any infringement suit pursuant to this Article 8, the PARTIES parties agree to keep the other reasonably informed regarding such suit and to cooperate fully with each other. The PARTY bringing such suit (the “REQUESTING PARTY”) shall reimburse the other for any out of pocket costs that such other PARTY reasonably incurs, including attorney fees, to provide assistance or cooperation requested by the REQUESTING PARTY in connection with an action. At the request and expense of the REQUESTING PARTYparty bringing suit, the other PARTY party will permit accessaccess during regular business hours, to all relevant personnel, records, papers, information, samples, specimens, etcand the like in its possession., its possession during regular business hours; provided that the PARTIES will cooperate reasonably to avoid undesired waivers of privilege. In all cases, the PARTY hereto that did not initiate the suit (and, as requested by LICENSEE, LICENSEE’S AFFILIATES and designees when they do not initiate suit) shall have the right to participate in any action brought by the other PARTY hereto with counsel of its own choosing, at its own expense. Nothing in this Article 8 shall be construed to authorize BOARD to enter into any settlement that would adversely affect the LICENSED SUBJECT MATTER or LICENSEE’S rights therein, without the prior written consent of the LICENSEE.

Infringement by Third Parties. 8.1 Each PARTY will promptly inform the other 6.1 Licensee shall give notice of any suspected discovered third-party infringement of any claims in to Energy Systems. In the PATENT RIGHTS event that Energy Systems does not take appropriate action to stop or the misuse, misappropriation, theft or breach of confidence of other proprietary rights in the LICENSED SUBJECT MATTER by a third party. LICENSEE has the exclusive right, but not the obligation, to institute prevent such infringement within ninety (directly or through a designee90) an action for infringement, misuse, misappropriation, theft or breach of confidence of the proprietary rights against days after receiving such third party notice and is entitled to retain recovery from such enforcement, provided however, any recovery for damages and/or a reasonable royalty in lieu thereof with respect to the PATENT RIGHTS, after deducting the out-of-pocket costs incurred with respect to diligently pursue such action, will be considered NET SALES Licensee has the right to take appropriate action to stop and subject prevent the infringement, including the right to royalty payment pursuant file suit. 6.2 In the event that Licensee files suit to Paragraph 5.1(b). At LICENSEE’S request and expense, and subject to stop infringement or defends any action against the statutory duties validity of the Texas Attorney Generalpatent, BOARD agrees to join Licensee shall indemnify and hold Energy Systems harmless against all liability, expense and costs, including attorneys' fees incurred as a result of any such action brought by LICENSEEsuit. 8.2 If LICENSEE and/or its designees fails 6.3 Licensee may, however, apply all such Licensee costs as a reduction of any royalties due and payable to bring Energy Systems under the terms of this Agreement at such an action or proceeding within 120 days after receiving time as verified bills of costs actually incurred are reported to Energy Systems in accordance with the Records and Reports Section hereinabove. 6.4 In the event Licensee secures a written request by BOARD to initiate an action with respect to such infringement, then BOARD may institute an action for infringement, misuse, misappropriation, theft or breach of confidence of the proprietary rights judgment against such any third party at its own expense infringer, after accounting for and retain paying all recoveries from of Licensee's costs associated with prosecution of such enforcement. BOARD will provide LICENSEE with written notice during such 120-day period if it intends to commence *** Certain information, action as identified by [***], has been excluded from this agreement because it is both (i) not material and (ii) would be competitively harmful if publicly disclosed. well as paying Energy Systems for any legal action to terminate infringement reduction of PATENT RIGHTS and LICENSEE may commence legal action at any time during the 120 day notice period. LICENSEE must provide BOARD with evidence that it has commenced legal action within the 120 day notice period, and if LICENSEE (or designee) initiates suit during such period, the terms in Paragraph 8.1 shall govern the action and distribution of recovery. 8.3 In any infringement suit royalties pursuant to this Article 8section, the PARTIES Licensee shall pay Energy Systems its royalties as set forth hereinabove on any balance of proceeds actually received and Licensee shall retain any such remaining balance of proceeds. 6.5 The parties hereby agree to keep cooperate with each other in the prosecution of any such legal actions or settlement actions undertaken under this section and each will provide to the other reasonably informed regarding all pertinent data in its possession which may be helpful in the prosecution of such suit and to cooperate fully with each other. The PARTY bringing actions; provided, however, that the party in control of such suit (the “REQUESTING PARTY”) action shall reimburse the other party for any out of pocket and all costs that such and expenses in providing data and other PARTY reasonably incurs, including attorney fees, information necessary to provide assistance or cooperation requested by the REQUESTING PARTY in connection with an action. At the request and expense conduct of the REQUESTING PARTY, the other PARTY will permit access, to all relevant personnel, records, papers, information, samples, specimens, etcaction., its possession during regular business hours; provided that the PARTIES will cooperate reasonably to avoid undesired waivers 6.6 The party having filed such action shall be in control of privilege. In all cases, the PARTY hereto that did not initiate the suit (and, as requested by LICENSEE, LICENSEE’S AFFILIATES such action and designees when they do not initiate suit) shall have the right to participate dispose of such action in any action brought by whatever reasonable manner it determines to be the other PARTY hereto with counsel best interest of its own choosingparties hereto, at its own expense. Nothing in this Article 8 shall be construed to authorize BOARD to enter into except that any settlement that would adversely affect which affects or admits issues of patent validity shall require the LICENSED SUBJECT MATTER or LICENSEE’S rights therein, without the prior advance written consent approval of the LICENSEEEnergy Systems.

Infringement by Third Parties. 8.1 Each PARTY will Either party shall promptly inform notify the other party of any suspected infringement of any claims LICENSED PATENTS; misappropriation of a trade secret or declaration of an interference proceeding relating to LICENSED PATENTS or LICENSED KNOW-HOW, and shall provide the other party with all available evidence relating thereto. AMGEN and ORTHO shall then consult with each other as to the best manner in which to proceed. AMGEN shall have the PATENT RIGHTS or the misuse, misappropriation, theft or breach of confidence of other proprietary rights in the LICENSED SUBJECT MATTER by a third party. LICENSEE has the exclusive right, but not the obligation, to institute bring, defend and maintain any appropriate suit or action. If AMGEN requests ORTHO to join AMGEN in such suit or action and ORTHO agrees to do so, ORTHO 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. AMGEN shall pay ORTHO its reasonable expenses (directly including its attorney's fees) in connection with any such suit or through a designee) an action for infringement, misuse, misappropriation, theft or breach of confidence of the proprietary rights against such third party and is entitled action. Should AMGEN lack standing to retain recovery from such enforcement, provided however, bring any recovery for damages and/or a reasonable royalty in lieu thereof with respect to the PATENT RIGHTS, after deducting the out-of-pocket costs incurred with respect to such action, will be considered NET SALES then AMGEN may cause ORTHO to do so upon first undertaking to indemnify and subject to royalty payment pursuant to Paragraph 5.1(b). At LICENSEE’S request and expense, and subject hold ORTHO harmless (to the statutory duties of extent permissible by law) from all consequent liability and to promptly reimburse all reasonable expense (including attorney fees) stemming therefrom. In the Texas Attorney General, BOARD agrees to join any such action brought by LICENSEE. 8.2 If LICENSEE and/or its designees event AMGEN fails to bring such an action or proceeding within 120 days after receiving a written request by BOARD to initiate an take action with respect to such infringementmatters within a reasonable period, then BOARD not more than six (6) months, following receipt of such notice and evidence, ORTHO shall have the 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 institute an action for infringementbe reasonably required and may, 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 enforcementoption, be represented by counsel of its choice. BOARD will provide LICENSEE with written notice during such 120-day period if it intends ORTHO shall pay to commence *** Certain information, as identified by [***], has been excluded from this agreement because it is both AMGEN the reasonable expenses of AMGEN (iincluding its attorney's fees) not material and (ii) would be competitively harmful if publicly disclosed. any legal action to terminate infringement of PATENT RIGHTS and LICENSEE may commence legal action at any time during the 120 day notice period. LICENSEE must provide BOARD with evidence that it has commenced legal action within the 120 day notice period, and if LICENSEE (or designee) initiates suit during such period, the terms in Paragraph 8.1 shall govern the action and distribution of recovery. 8.3 In any infringement suit pursuant to this Article 8, the PARTIES agree to keep the other reasonably informed regarding such suit and to cooperate fully with each other. The PARTY bringing such suit (the “REQUESTING PARTY”) shall reimburse the other for any out of pocket costs that such other PARTY reasonably incurs, including attorney fees, to provide assistance or cooperation requested by the REQUESTING PARTY in connection with an any such suit or action. At Absent an agreement between the request parties to jointly bring any action or suit hereunder and expense of share the REQUESTING PARTYexpenses thereof, the other PARTY will permit access, to all relevant personnel, records, papers, information, samples, specimens, etc., its possession during regular business hours; provided that the PARTIES will cooperate reasonably to avoid undesired waivers of privilege. In all cases, the PARTY hereto that did not initiate the suit (and, as requested by LICENSEE, LICENSEE’S AFFILIATES and designees when they do not initiate suit) shall have the right to participate any amount recovered in any such action brought or suit shall be retained by the other PARTY hereto with counsel of party bearing its own choosing, at its own expense. Nothing in this Article 8 shall be construed to authorize BOARD to enter into any settlement that would adversely affect the LICENSED SUBJECT MATTER or LICENSEE’S rights therein, without the prior written consent of the LICENSEEexpenses thereof.

Infringement by Third Parties. 8.1 Each PARTY will promptly inform Party shall notify the other Party in writing promptly upon learning of any suspected actual or alleged infringement by any Third Party of any claims in Product Trademark of which they become aware. BMS shall have the PATENT RIGHTS or the misuse, misappropriation, theft or breach of confidence of other proprietary rights in the LICENSED SUBJECT MATTER by a third party. LICENSEE has the exclusive first right, but not the obligation, to institute control the prosecution of any such infringement. If BMS does not initiate an infringement action within fourteen (directly or through a designee14) an action for days after learning of the infringement, misusethen COLLABORATOR shall have the right, misappropriationbut not the obligation, theft or breach of confidence of the proprietary rights against such third party and is entitled to retain recovery from such enforcement, provided however, any recovery for damages and/or a reasonable royalty in lieu thereof with respect to the PATENT RIGHTS, after deducting the out-of-pocket costs incurred with respect to such action, will be considered NET SALES and subject to royalty payment pursuant to Paragraph 5.1(b). At LICENSEE’S request and expense, and subject to the statutory duties of the Texas Attorney General, BOARD agrees to join any such action brought by LICENSEE. 8.2 If LICENSEE and/or its designees fails to bring such an action or proceeding within 120 days after receiving a written request by BOARD to initiate an action with respect to such infringement, then BOARD 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. BOARD will provide LICENSEE with written notice during such 120-day period if it intends to commence *** Certain information, as identified by [***], has been excluded from this agreement because it is both (i) not material and (ii) would be competitively harmful if publicly disclosed. any legal action to terminate infringement of PATENT RIGHTS and LICENSEE may commence legal action at any time during the 120 day notice period. LICENSEE must provide BOARD with evidence that it has commenced legal action within the 120 day notice period, and if LICENSEE (or designee) initiates suit during such period, the terms in Paragraph 8.1 shall govern the action and distribution of recovery. 8.3 In any infringement suit pursuant to this Article 8, the PARTIES agree to keep the other reasonably informed regarding such suit and to cooperate fully with each other. The PARTY bringing such suit (the “REQUESTING PARTY”) shall reimburse the other for any out of pocket costs that such other PARTY reasonably incurs, including attorney fees, to provide assistance or cooperation requested by the REQUESTING PARTY in connection with an action. At the request and expense of the REQUESTING PARTY, the other PARTY will permit access, to all relevant personnel, records, papers, information, samples, specimens, etc., its possession during regular business hours; provided that the PARTIES will cooperate reasonably to avoid undesired waivers of privilege. In all cases, the PARTY hereto that did not initiate the suit (and, as requested by LICENSEE, LICENSEE’S AFFILIATES and designees when they do not initiate suit) Neither Party shall have the right to participate settle any infringement action under this Section 9.10(b) in any action brought by a manner that diminishes the rights or interests of the other PARTY hereto with counsel of its own choosing, at its own expense. Nothing in this Article 8 shall be construed to authorize BOARD to enter into Party or imposes any settlement that would adversely affect liability on the LICENSED SUBJECT MATTER or LICENSEE’S rights therein, other Party without the prior written consent Party Written Consent of such other Party. The expenses of defense, settlement and judgments in actions governed by this Section 9.10(b) shall be Trademark Costs (to the extent not reimbursed through recoveries from such litigation). The costs and expenses of the LICENSEEParty bringing suit under this Section 9.10(b) shall be reimbursed first out of any damages or other monetary awards recovered in favor of BMS and/or COLLABORATOR (if such recovery is less than the Parties’ aggregate costs and expenses incurred in such action, such recovery shall be allocated between the Parties on a pro rata basis based on their relative costs and expenses incurred [*] = Portions of this exhibit have been omitted pursuant to a confidential treatment request. An unredacted version of this exhibit has been filed separately with the Securities and Exchange Commission. in such action). The Party that does not control the action or suit hereunder shall cooperate with the controlling Party in connection with such action or suit. Any damages or other monetary awards remaining after payment of the Parties’ expenses shall be allocated between the Parties in the same proportion as they share in Net Profit/Net Loss hereunder. Any recovery shall be split as provided in this Section 9.10(b), shall not be applied to reduce Development Costs or Allowable Expenses (except as specifically provided above) and shall not be included in the calculation of Net Sales.

Infringement by Third Parties. 8.1 Each PARTY will promptly inform the other 7.1 If either LICENSEE or UTMDACC or A&M becomes aware of any suspected infringement of any claims in the PATENT RIGHTS a product made, used or the misuse, misappropriation, theft or breach of confidence of other proprietary rights sold in the LICENSED SUBJECT MATTER by a third partyTERRITORY, which it believes infringes an issued VALID CLAIM, the Party obtaining such knowledge shall promptly advise the other Parties of all relevant facts and circumstances pertaining to the potential infringement. LICENSEE has shall have the exclusive right, but not the obligation, first right to institute (directly or through a designee) an action for infringement, misuse, misappropriation, theft or breach of confidence of the proprietary enforce any patent rights against such third party and is entitled to retain recovery from such enforcement, provided however, any recovery for damages and/or a reasonable royalty in lieu thereof with respect to the PATENT RIGHTS, after deducting the out-of-pocket costs incurred with respect to such action, will be considered NET SALES and subject to royalty payment pursuant to Paragraph 5.1(b). At LICENSEE’S request and expense, and subject to the statutory duties of the Texas Attorney General, BOARD agrees to join any such action brought by LICENSEE. 8.2 If LICENSEE and/or its designees fails to bring such an action or proceeding within 120 days after receiving a written request by BOARD to initiate an action with respect to such infringement, then BOARD 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. BOARD will provide LICENSEE with written notice during such 120-day period if it intends to commence *** Certain information, as identified by [***], has been excluded from this agreement because it is both (i) not material and (ii) would be competitively harmful if publicly disclosed. any legal action to terminate infringement of PATENT RIGHTS and LICENSEE may commence legal action at any time during the 120 day notice period. LICENSEE must provide BOARD with evidence that it has commenced legal action within the 120 day notice period, and if LICENSEE (or designee) initiates suit during such period, the terms in Paragraph 8.1 shall govern the action and distribution of recovery. 8.3 In any infringement suit pursuant to this Article 8, the PARTIES agree to keep the other reasonably informed regarding such suit and to cooperate fully with each other. The PARTY bringing such suit (the “REQUESTING PARTY”) shall reimburse the other for any out of pocket costs that such other PARTY reasonably incurs, including attorney fees, to provide assistance or cooperation requested by the REQUESTING PARTY in connection with an action. At the request and expense of the REQUESTING PARTY, the other PARTY will permit access, to all relevant personnel, records, papers, information, samples, specimens, etc., its possession during regular business hours; provided that the PARTIES will cooperate reasonably to avoid undesired waivers of privilege. In all cases, the PARTY hereto that did not initiate the suit (and, as requested by LICENSEE, LICENSEE’S AFFILIATES and designees when they do not initiate suit) shall have the right to participate in any action brought by the other PARTY hereto with counsel of its own choosing, at its own expense. Nothing The LICENSORS shall cooperate with LICENSEE in this Article 8 such effort, at LICENSEE's expense, including being joined as a party to such action, if necessary. After reimbursement of LICENSEE’s reasonable legal costs and expenses related to such recovery, LICENSEE agrees to pay UTMDACC [***] percent ([***]%) of any award for punitive damages and: (a) [***] percent ([***]%) of any monetary recovery that is for sales of LICENSED PRODUCTS lost due to the infringement; or (b) [***] percent ([***]%) of reasonable royalties awarded in any recovery in which the award is for reasonable royalties. 7.2 If LICENSEE fails, within six (6) months after receiving notice from UTMDACC and/or A&M of a potential infringement, or providing UTMDACC and A&M with notice of such infringement, to either (a) terminate such infringement or (b) institute an action to prevent continuation thereof and, thereafter to prosecute such action diligently, or if LICENSEE notifies UTMDACC and A&M that it does not plan to terminate the infringement or institute such action, then UTMDACC and A&M shall have the right to do so at its own expense; provided however, that UTMDACC and A&M first consult with LICENSEE and gives due consideration to LICENSEE’s reasons for not instituting actions to terminate or otherwise prevent continuation of such infringement. If UTMDACC and/or A&M decide to pursue such infringement, LICENSEE shall cooperate with UTMDACC and/or A&M in such effort including being joined as a party to such action if necessary. UTMDACC and/or A&M shall be construed entitled to authorize BOARD to enter into any settlement that would adversely affect the LICENSED SUBJECT MATTER retain all damages or LICENSEE’S rights therein, without the prior written consent of the LICENSEEcosts awarded in such action.

Infringement by Third Parties. 8.1 Each PARTY will promptly inform EXECUTION COPY (a) If, at any time on or after the Effective Date, either party shall become aware of any infringement or threatened infringement of the Noven Patents or any unfair competition, inappropriate or unauthorized use, disparagement or other tortious act by any third party in relation to the Licensed Product, then the party having such knowledge shall give prompt notice thereof to the other of party. (b) Subject to Section 9.02, Endo shall have the right, at its sole cost and expense, using counsel reasonably acceptable to Noven, to take such action as it deems appropriate to enforce the Noven Patents in the Territory against any suspected Competing Product that may be infringing the Noven Patents, including initiating an appropriate Proceeding or threatening to initiate an appropriate Proceeding to prevent or eliminate the infringement of such Noven Patents with regard to any claims Competing Product, or the unfair competition, inappropriate or unauthorized use, disparagement or other tortious act by any third party in relation to the Licensed Product in the PATENT RIGHTS or Territory. Subject to Section 9.01(c) below, Noven agrees to cooperate with Endo, at Noven's cost and expense (which cost and expense shall not include the misuse, misappropriation, theft or breach of confidence of other proprietary rights in the LICENSED SUBJECT MATTER by a third party. LICENSEE has the exclusive right, but not the obligation, to institute (directly or through a designee) an action for infringement, misuse, misappropriation, theft or breach of confidence fees of the proprietary rights against attorneys that represent Endo, even if such third attorneys represent Noven as well), if and to the extent reasonably requested by Endo, including joining as a party and is entitled to retain recovery from such enforcementProceeding, provided howeverif necessary to maintain standing. (c) Endo shall consult with Noven with respect to its decision whether to take any action of the nature specified in Section 9.01(b), any recovery for damages and/or a reasonable royalty in lieu thereof giving due consideration to Noven's views with respect to the PATENT RIGHTS, after deducting the out-of-pocket costs incurred necessity or desirability of taking such action and with respect to whether and how any such actionProceeding should be maintained, will be considered NET SALES and subject settled, or appealed throughout the pendency of such Proceeding. In deciding whether to royalty payment pursuant initiate any Proceeding brought to Paragraph 5.1(b). At LICENSEE’S request and expenseprevent or eliminate infringement of the Noven Patents, Endo shall give careful consideration to what extent the claims of any Noven Patent reads on the allegedly infringing article, the identity of the alleged infringers, and subject to the statutory duties extent of the Texas Attorney General, BOARD agrees alleged infringement by quantifying the harm being suffered or projected to join any such action brought be suffered by LICENSEE. 8.2 If LICENSEE and/or its designees fails to bring such an action or proceeding within 120 days after receiving Endo as a written request by BOARD to initiate an action with respect to such infringement, then BOARD may institute an action for infringement, misuse, misappropriation, theft or breach of confidence result of the proprietary rights against such third party at its own expense alleged infringement. Endo shall keep Noven apprised throughout, and retain all recoveries from such enforcement. BOARD will provide LICENSEE with written notice during such 120-day period if it intends until final disposition of, any Proceeding brought to commence *** Certain information, as identified by [***], has been excluded from this agreement because it is both (i) not material and (ii) would be competitively harmful if publicly disclosed. any legal action to terminate prevent or eliminate infringement of PATENT RIGHTS and LICENSEE may commence legal action at any time during the 120 day notice period. LICENSEE must provide BOARD with evidence that it has commenced legal action within the 120 day notice periodNoven Patents, and if LICENSEE (or designee) initiates suit during such period, the terms in Paragraph 8.1 shall govern the action and distribution of recovery. 8.3 In any infringement suit pursuant give due consideration to this Article 8, the PARTIES agree to keep the other reasonably informed regarding such suit and to cooperate fully with each other. The PARTY bringing such suit (the “REQUESTING PARTY”) shall reimburse the other for any out of pocket costs that such other PARTY reasonably incurs, including attorney fees, to provide assistance or cooperation requested by the REQUESTING PARTY Noven's views in connection with an action. At the request and expense of the REQUESTING PARTY, the other PARTY will permit access, to all relevant personnel, records, papers, information, samples, specimens, etcsuch Proceeding., its possession during regular business hours; provided that the PARTIES will cooperate reasonably to avoid undesired waivers of privilege. In all cases, the PARTY hereto that did (d) Endo shall not initiate the suit (and, as requested by LICENSEE, LICENSEE’S AFFILIATES and designees when they do not initiate suit) shall have the right to participate in any action brought by the other PARTY hereto with counsel of its own choosing, at its own expense. Nothing in this Article 8 shall be construed to authorize BOARD to enter into any settlement that would adversely affect the LICENSED SUBJECT MATTER settlement, agreement, consent judgment or LICENSEE’S rights thereinother voluntary final disposition of a Proceeding or threatened Proceeding under this Section 9.01, in whole or in part, without the prior written consent of Noven, which shall not be unreasonably withheld. (e) All amounts awarded as damages, profits or otherwise in connection with any action specified in Section 9.01(b) taken by Endo shall be deemed to be Gross Margin under Section 6.03 and subject to split between the LICENSEEparties after the fees, costs and expenses of each of Noven and Endo in respect of the Proceeding have first been reimbursed. (f) If Endo elects not to take any action of the nature specified in Section 9.01(b) within sixty (60) days of becoming aware or receiving notice under Section 9.01 (a) of any infringement, threatened infringement, unfair competition, disparagement or other tortious act identified in Section 9.01(a), Endo shall give Noven notice of such decision, and Noven thereafter shall have the right to take any action of the nature specified in Section 9.01(g). In EXECUTION COPY such event, all amounts awarded as damages, profits or otherwise in connection with any action taken by Noven shall be paid to and become the sole property of Noven. (g) Except for the rights specifically granted to Endo pursuant to Section 9.01(b) above, Noven shall have the sole and exclusive right to protect and enforce its Intellectual Property Rights in any Proceeding. All associated fees, costs and expenses shall be borne by Noven and all amounts awarded as damages, profits or otherwise in connection with any action specified in this Section 9.01(g) taken by Noven shall be the sole property of Noven.

Infringement by Third Parties. 8.1 Each PARTY will promptly inform 7.1 LICENSEE, at its expense, shall have the other of first right to enforce any suspected patent exclusively licensed hereunder against infringement of any claims in the PATENT RIGHTS or the misuse, misappropriation, theft or breach of confidence of other proprietary rights in the LICENSED SUBJECT MATTER by a third party. LICENSEE has the exclusive right, but not the obligation, to institute (directly or through a designee) an action for infringement, misuse, misappropriation, theft or breach of confidence of the proprietary rights against such third party parties and is entitled to retain recovery from such enforcement, provided howeverwhich right may be granted by LICENSEE to its AFFILIATE or sublicensee. After reimbursement of reasonable legal costs and expenses related to such recovery incurred by LICENSEE, its AFFILIATE or sublicensee, LICENSEE agrees to pay UTMDACC either: (a) the applicable royalty detailed in Section 4.1(d) for any monetary recovery that is for damages and/or a reasonable royalty in lieu thereof sales of LICENSED PRODUCTS lost due to the Portions herein identified by [*****] have been omitted as Confidential Information and has been filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to this omitted information. infringement and [*****] percent ([*****]%) of related punitive damages received by LICENSEE or its AFFILIATE; or (b) [*****] percent ([*****]%) of reasonable royalties awarded and received by LICENSEE or its AFFILIATE, and [*****] percent ([*****]%) of related punitive damages received by LICENSEE or its AFFILIATE in any monetary recovery in which the award is for reasonable royalties. If either LICENSEE or UTMDACC’s Office of Technology Commercialization becomes aware of any infringement or potential infringement of the PATENT RIGHTS, after deducting each shall promptly notify the out-of-pocket costs incurred with respect to other of such action, will be considered NET SALES and subject to royalty payment pursuant to Paragraph 5.1(b)in writing. At LICENSEE’S request and expense, and subject to the statutory duties of the Texas Attorney General, BOARD agrees to join any such action brought by LICENSEE. 8.2 If LICENSEE and/or its designees fails does not file suit against a substantial infringer or take alternative action reasonably acceptable to bring such an action or proceeding within 120 days after receiving a written request by BOARD UTMDACC to initiate an action with respect to end such infringement, then within twelve (12) months of knowledge thereof, then, provided that such infringement is still on going, BOARD may institute an action for infringementor UTMDACC may, misuse, misappropriation, theft or breach of confidence of the proprietary rights against such third party at its own expense sole discretion, enforce any patent licensed hereunder on behalf of itself and retain LICENSEE, with UTMDACC retaining all recoveries from such enforcement. BOARD will provide LICENSEE with written notice during such 120-day period if it intends to commence *** Certain informationIn addition, as identified by [***]part of the resolution of such infringement, has been excluded from this agreement because it is both (i) not material BOARD and (ii) would be competitively harmful if publicly disclosed. UTMDACC may grant non-exclusive license rights to the alleged infringer notwithstanding LICENSEE’s exclusive license rights. 7.2 In any legal action to terminate infringement of PATENT RIGHTS and LICENSEE may commence legal action at any time during the 120 day notice period. LICENSEE must provide BOARD with evidence that it has commenced legal action within the 120 day notice period, and if LICENSEE (suit or designee) initiates suit during such perioddispute involving an infringer, the terms in Paragraph 8.1 shall govern the action and distribution of recovery. 8.3 In any infringement suit pursuant to this Article 8, the PARTIES parties agree to keep the other reasonably informed regarding such suit and to cooperate fully with each other. The PARTY bringing such suit (the “REQUESTING PARTY”) shall reimburse the other for any out of pocket costs that such other PARTY reasonably incurs, including attorney fees, to provide assistance or cooperation requested by the REQUESTING PARTY in connection with an action. At the request and expense of the REQUESTING PARTYparty bringing suit, the other PARTY party will permit accessaccess during regular business hours, to all relevant personnel, records, papers, information, samples, specimens, etcand the like in its possession., its possession during regular business hours; provided that the PARTIES will cooperate reasonably to avoid undesired waivers of privilege. In all cases, the PARTY hereto that did not initiate the suit (and, as requested by LICENSEE, LICENSEE’S AFFILIATES and designees when they do not initiate suit) shall have the right to participate in any action brought by the other PARTY hereto with counsel of its own choosing, at its own expense. Nothing in this Article 8 shall be construed to authorize BOARD to enter into any settlement that would adversely affect the LICENSED SUBJECT MATTER or LICENSEE’S rights therein, without the prior written consent of the LICENSEE.

Infringement by Third Parties. 8.1 Each PARTY will promptly inform the other 6.1 Licensee shall give notice of any suspected discovered third party infringement to LMER. Licensee has the right to take appropriate action to stop and prevent the infringement, including the right to file suit. During the prosecution of such suit, LMER hereby agrees to cooperate with Licensee in any such suit. 6.2 In the event that Licensee files suit to stop infringement or defends any action against the validity of the patent, and where LMER is joined in such suit as a necessary party, Licensee shall indemnify and hold LMER harmless against all liability, expense and costs, including attorney's fees incurred as a result of any claims such suit. 6.3 Licensee may, however, apply all such costs as a reduction of any royalties due and payable to LMER under the terms of this Agreement at such time as verified bills of costs actually incurred are reported to LMER in accordance with the PATENT RIGHTS or Records and Reports Section hereinabove. 6.4 In the misuse, misappropriation, theft or breach of confidence of other proprietary rights in the LICENSED SUBJECT MATTER by event Licensee secures a third party. LICENSEE has the exclusive right, but not the obligation, to institute (directly or through a designee) an action for infringement, misuse, misappropriation, theft or breach of confidence of the proprietary rights judgment against such any third party and is entitled to retain recovery from such enforcement, provided however, any recovery for damages and/or a reasonable royalty in lieu thereof with respect to the PATENT RIGHTSinfringer, after deducting the out-of-pocket accounting for and paying all of Licensee's costs incurred associated with respect to such action, will be considered NET SALES and subject to royalty payment pursuant to Paragraph 5.1(b). At LICENSEE’S request and expense, and subject to the statutory duties prosecution of the Texas Attorney General, BOARD agrees to join any such action brought by LICENSEE. 8.2 If LICENSEE and/or its designees fails to bring such an action or proceeding within 120 days after receiving a written request by BOARD to initiate an action with respect to such infringement, then BOARD may institute an action as well as paying LMER for infringement, misuse, misappropriation, theft or breach any reduction of confidence of the proprietary rights against such third party at its own expense and retain all recoveries from such enforcement. BOARD will provide LICENSEE with written notice during such 120-day period if it intends to commence *** Certain information, as identified by [***], has been excluded from this agreement because it is both (i) not material and (ii) would be competitively harmful if publicly disclosed. any legal action to terminate infringement of PATENT RIGHTS and LICENSEE may commence legal action at any time during the 120 day notice period. LICENSEE must provide BOARD with evidence that it has commenced legal action within the 120 day notice period, and if LICENSEE (or designee) initiates suit during such period, the terms in Paragraph 8.1 shall govern the action and distribution of recovery. 8.3 In any infringement suit royalties pursuant to this Article 8section, the PARTIES Licensee shall pay LMER its royalties as set forth hereinabove on any balance of proceeds actually received and Licensee shall retain any such remaining balance of proceeds. 6.5 The parties hereby agree to keep cooperate with each other in the prosecution of any such legal actions or settlement actions undertaken under this section and each will provide to the other reasonably informed regarding all pertinent data in its possession which may be helpful in the prosecution of such suit and to cooperate fully with each other. The PARTY bringing actions; provided, however, that the party in control of such suit (the “REQUESTING PARTY”) action shall reimburse the other party for any out of pocket and all costs that such and expenses in providing data and other PARTY reasonably incurs, including attorney fees, information necessary to provide assistance or cooperation requested by the REQUESTING PARTY in connection with an action. At the request and expense conduct of the REQUESTING PARTY, the other PARTY will permit access, to all relevant personnel, records, papers, information, samples, specimens, etcaction., its possession during regular business hours; provided that the PARTIES will cooperate reasonably to avoid undesired waivers 6.6 The party having filed such action shall be in control of privilege. In all cases, the PARTY hereto that did not initiate the suit (and, as requested by LICENSEE, LICENSEE’S AFFILIATES such action and designees when they do not initiate suit) shall have the right to participate dispose of such action in any action brought by whatever reasonable manner it determines to be the other PARTY hereto with counsel best interest of its own choosingparties hereto, at its own expense. Nothing in this Article 8 shall be construed to authorize BOARD to enter into except that any settlement that would adversely affect which affects or admits issues of patent validity shall require the LICENSED SUBJECT MATTER or LICENSEE’S rights therein, without the prior advance written consent approval of the LICENSEELMER.

Infringement by Third Parties. 8.1 Each PARTY will During the Term, if either Party becomes aware of any infringement of the Product Marks by a Third Party including, the existence of conflicting trademarks of Third Parties in the Territory, such Party shall promptly inform notify the other of any suspected infringement of any claims Party in writing (enforcement against such infringement, collectively, “Offensive Trademark Infringement Claims”). (i) Arvinas shall have the PATENT RIGHTS or the misuse, misappropriation, theft or breach of confidence of other proprietary rights in the LICENSED SUBJECT MATTER by a third party. LICENSEE has the exclusive first right, but not the obligation, to institute (directly bring an Offensive Trademark Infringement Claim against any such infringement of any Product ▇▇▇▇ in the Shared Territory, and prior to commencing any such suit or through a designee) action, Arvinas shall consult with Pfizer and shall consider Pfizer’s requests and recommendations regarding such proposed action. If Arvinas does not bring an appropriate action for infringement, misuse, misappropriation, theft or breach of confidence of the proprietary rights against such third party infringement of such Product ▇▇▇▇ within [**] after receiving notice, then Pfizer shall have the right, but not the obligation, to bring an Offensive Trademark Infringement Claim against any Third Party engaged in such infringement. The enforcing Party shall obtain written approval, not to be unreasonably withheld, conditioned or delayed, from the non-enforcing Party prior to naming or joining the non-enforcing Party in such suit or action as co-plaintiff if required to perfect or maintain jurisdiction or standing. The Out-of-Pocket Costs of initiating, enforcing and is entitled resolving any such Offensive Trademark Infringement Claim in the Shared Territory shall be borne equally by the Parties so long as [**]. (ii) The non-enforcing Party shall provide reasonable assistance to retain recovery from such enforcement, provided however, any recovery for damages and/or a reasonable royalty in lieu thereof the enforcing Party with respect to the PATENT RIGHTS, after deducting the out-of-pocket costs incurred any enforcement activities with respect to such actiona Product ▇▇▇▇ under this Section 9.9(h), will be considered NET SALES including providing access to relevant documents and subject to royalty payment pursuant to Paragraph 5.1(b). At LICENSEE’S request and expenseother evidence, and subject to the statutory duties of the Texas Attorney General, BOARD agrees to join any such action brought by LICENSEEmaking its employees reasonably available during business hours. 8.2 If LICENSEE and/or its designees fails to bring such an action or proceeding within 120 days after receiving a written request by BOARD to initiate an action with respect to such infringement, then BOARD 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. BOARD will provide LICENSEE with written notice during such 120-day period if it intends to commence *** Certain information, as identified by [***], has been excluded from this agreement because it is both (iiii) not material and (ii) would be competitively harmful if publicly disclosed. any legal action to terminate infringement of PATENT RIGHTS and LICENSEE may commence legal action at any time during the 120 day notice period. LICENSEE must provide BOARD with evidence that it has commenced legal action within the 120 day notice period, and if LICENSEE (or designee) initiates suit during such period, the terms in Paragraph 8.1 shall govern the action and distribution of recovery. 8.3 In any infringement suit pursuant to this Article 8, the PARTIES agree to keep the other reasonably informed regarding such suit and to cooperate fully with each other. The PARTY bringing such suit (the “REQUESTING PARTY”) shall reimburse the other for any out of pocket costs that such other PARTY reasonably incurs, including attorney fees, to provide assistance or cooperation requested by the REQUESTING PARTY in connection with an action. At the request and expense of the REQUESTING PARTY, the other PARTY will permit access, to all relevant personnel, records, papers, information, samples, specimens, etc., its possession during regular business hours; provided that the PARTIES will cooperate reasonably to avoid undesired waivers of privilege. In all cases, the PARTY hereto that did not initiate the suit (and, as requested by LICENSEE, LICENSEE’S AFFILIATES and designees when they do not initiate suit) Arvinas shall have the right to participate settle an Offensive Trademark Infringement Claim brought by it with respect to a Product ▇▇▇▇ in the Shared Territory without Pfizer’s consent, but shall consider Pfizer’s comments in good faith; provided that such settlement does not diminish the rights or interests of Pfizer nor impose any liability on Pfizer in which case Arvinas shall need Pfizer’s prior written consent. (iv) Notwithstanding the foregoing in this Section 9.9(h), the Single Commercialization Party in a Single Party Region shall have the first right, but not the obligation to bring an Offensive Trademark Infringement Claim against any such infringement of any Product ▇▇▇▇ in any action brought by country in the Single Party Region, and prior to commencing any such action, such Single Commercialization Party shall consult with the other PARTY hereto with counsel Party and shall consider the other Party’s comments in good faith. The Single Commercialization Party shall have the right to settle an Offensive Trademark Infringement Claim in such country in the Single Party Region, provided that it shall not settle such Offensive Trademark Infringement Claim in a manner that diminishes the rights or interests of its own choosingthe other Party, at its own expense. Nothing imposes any liability on the other Party, or would be expected to result in this Article 8 shall be construed to authorize BOARD to enter into any settlement that would adversely affect adverse effect on any Product Marks in the LICENSED SUBJECT MATTER or LICENSEE’S rights thereinShared Territory, in each case, without the prior written consent of such other Party. If the LICENSEESingle Commercialization Party does not bring an appropriate Offensive Trademark Infringement Claim against such infringement of such Product ▇▇▇▇ in such country in the Single Party Region within [**] after receiving notice, then the other Party shall have the right, but not the obligation to bring an appropriate suit or action against any Third Party engaged in such infringement. The Out-of-Pocket Costs of initiating, enforcing and resolving any such Offensive Trademark Infringement Claim in a country in a Single Party Region shall be borne equally by the Parties so long as both Parties consented to the Offensive Trademark Infringement Claim and if the non-enforcing Party did not consent then solely by the enforcing Party. (v) Any amounts recovered in an Offensive Trademark Infringement Claim pursuant to this Section 9.9(h) with respect to infringement of a Product ▇▇▇▇, whether by settlement or judgment, shall first be used to reimburse the costs incurred by the Parties, with the remainder split between the Parties as follows: (A) if such enforcement is with respect to Offensive Trademark Infringement Claim in the Shared Territory or in a Single Party Region in which the Parties consented to the Offensive Trademark Infringement Claim, then the remaining recoveries will be split between the Parties equally (50:50). (B) if such enforcement is with respect to Offensive Trademark Infringement Claim in a country in a Single Party Region in which the non-enforcing Party did not consent to the Offensive Trademark Infringement Claim, then the remaining recoveries will be awarded to the enforcing Party.

Infringement by Third Parties. 8.1 8.2.1. Each PARTY will Party shall promptly inform notify the other Party in writing of any suspected alleged or threatened infringement of any claims Licensed Patent in the PATENT RIGHTS Field or Product Patent of which it becomes aware (a “Competitive Infringement”). In any such instance Licensor shall have the misusesole right, misappropriationat its option, theft to bring such alleged or breach threatened Competitive Infringement to an end and Licensee shall provide reasonable assistance to Licensor in connection therewith, at Licensee’s cost and expense (the costs and expenses of confidence the Licensor 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 proprietary rights in the LICENSED SUBJECT MATTER by a third party. LICENSEE appropriate action that it has the exclusive right, but not the obligation, right to institute (directly initiate or through a designee) an action for infringement, misuse, misappropriation, theft or breach of confidence of the proprietary rights against such third party and is entitled take pursuant to retain recovery from such enforcement, provided however, any recovery for damages and/or a reasonable royalty in lieu thereof this Section 8.2 with respect to a Competitive Infringement in the PATENT RIGHTS, Territory within ninety (90) days after deducting becoming aware of the out-of-pocket costs incurred with respect to basis for such suit or action, will be considered NET SALES and subject to royalty payment pursuant to Paragraph 5.1(b). At LICENSEE’S request and expensethen Licensee may, and subject to the statutory duties of the Texas Attorney Generalin its discretion, BOARD agrees to join any such action brought by LICENSEE. 8.2 If LICENSEE and/or its designees fails to bring such an action or proceeding within 120 days after receiving a provide Licensor with written request by BOARD notice requiring Licensor to initiate an a suit or take other appropriate action with respect to such infringementCompetitive Infringement in the Territory, then BOARD may institute an action for infringement, misuse, misappropriation, theft such suit or breach of confidence of the proprietary rights against such third party at its own expense and retain all recoveries from such enforcement. BOARD will provide LICENSEE with written notice during such 120-day period if it intends to commence *** Certain information, as identified by [***], has been excluded from this agreement because it is both (i) not material and (ii) would be competitively harmful if publicly disclosed. any legal other appropriation action to terminate infringement of PATENT RIGHTS and LICENSEE may commence legal action be taken at any time during the 120 day notice period. LICENSEE must provide BOARD with evidence that it has commenced legal action within the 120 day notice period, and if LICENSEE (or designee) initiates suit during such period, the terms in Paragraph 8.1 shall govern the action and distribution of recovery. 8.3 In any infringement suit pursuant to this Article 8, the PARTIES agree to keep the other reasonably informed regarding such suit and to cooperate fully with each other. The PARTY bringing such suit (the “REQUESTING PARTY”) shall reimburse the other for any out of pocket costs that such other PARTY reasonably incurs, including attorney fees, to provide assistance or cooperation requested by the REQUESTING PARTY in connection with an action. At the request sole cost and expense of Licensee. Notwithstanding anything to the REQUESTING PARTYcontrary contained in this Agreement, the other PARTY will permit access, to all relevant personnel, records, papers, information, samples, specimens, etc., its possession during regular business hours; provided that the PARTIES will cooperate reasonably to avoid undesired waivers of privilege. In all cases, the PARTY hereto that did not initiate the suit (and, as requested by LICENSEE, LICENSEE’S AFFILIATES and designees when they do not initiate suit) Licensor shall have the unilateral right to participate in any action brought by the other PARTY hereto with counsel of its own choosing, at its own expense. Nothing in this Article 8 shall be construed to authorize BOARD to enter into any settlement that would adversely affect the LICENSED SUBJECT MATTER or LICENSEE’S rights therein, without the prior written consent of Licensee with respect to any Competitive Infringement suit or action to the LICENSEEextent such 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 required, which consent shall not be unreasonably withheld. 8.2.2. If Licensor recovers monetary damages in any enforcement action pursuant to Section 8.2.1, such recovery shall be allocated (i) first to the reimbursement of any unreimbursed expenses incurred by Licensor in such enforcement action, (ii) second to any expenses incurred by Licensee in such enforcement action, and (iii) any remaining amounts shall be allocated to Licensor and Licensee in such proportion so as to compensate each Party for their respective provable losses resulting from the Competitive Infringement.

Infringement by Third Parties. 8.1 Each PARTY will promptly inform the other of any suspected infringement of any claims in the PATENT RIGHTS or the misuse, misappropriation, theft or breach of confidence of other proprietary rights in the LICENSED SUBJECT MATTER by a third party. LICENSEE has the exclusive right, but not the obligation, to institute (directly or through a designee) an action for infringement, misuse, misappropriation, theft or breach of confidence of the proprietary rights against such third party and is entitled to retain recovery from such enforcement, provided however, any recovery for damages and/or a reasonable royalty in lieu thereof with respect to the PATENT RIGHTS, after deducting the out-of-pocket costs incurred with respect to such action, will be considered NET SALES and subject to royalty payment pursuant to Paragraph 5.1(b). At LICENSEE’S request and expense, and subject to the statutory duties of the Texas Attorney General, BOARD agrees to join any such action brought by LICENSEE. 8.2 If LICENSEE and/or its designees fails to bring such an action or proceeding within 120 days after receiving a written request by BOARD to initiate an action with respect to such infringement, then BOARD 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. BOARD will provide LICENSEE with written notice during such 120-day period if it intends to commence *** Certain information, as identified by information in this agreement has been omitted and filed separately with the Securities and Exchange Commission. [***], ] indicates that text has been excluded from this agreement because it omitted and is both (i) not material and (ii) would be competitively harmful if publicly disclosedthe subject of a confidential treatment request. any legal action to terminate infringement of PATENT RIGHTS and LICENSEE may commence legal action at any time during the 120 day notice period. LICENSEE must provide BOARD with evidence that it has commenced legal action within the 120 day notice period, and if LICENSEE (or designee) initiates suit during such period, the terms in Paragraph 8.1 shall govern the action and distribution of recovery. 8.3 In any infringement suit pursuant to this Article 8, the PARTIES agree to keep the other reasonably informed regarding such suit and to cooperate fully with each other. The PARTY bringing such suit (the “REQUESTING PARTY”) shall reimburse the other for any out of pocket costs that such other PARTY reasonably incurs, including attorney fees, to provide assistance or cooperation requested by the REQUESTING PARTY in connection with an action. At the request and expense of the REQUESTING PARTY, the other PARTY will permit access, to all relevant personnel, records, papers, information, samples, specimens, etc., its possession during regular business hours; provided that the PARTIES will cooperate reasonably to avoid undesired waivers of privilege. In all cases, the PARTY hereto that did not initiate the suit (and, as requested by LICENSEE, LICENSEE’S AFFILIATES and designees when they do not initiate suit) shall have the right to participate in any action brought by the other PARTY hereto with counsel of its own choosing, at its own expense. Nothing in this Article 8 shall be construed to authorize BOARD to enter into any settlement that would adversely affect the LICENSED SUBJECT MATTER or LICENSEE’S rights therein, without the prior written consent of the LICENSEE.

Infringement by Third Parties. 8.1 Each PARTY will promptly inform 7.1 LICENSEE, at its expense, shall have the other of any suspected infringement of any claims in the first right (but no obligation) to enforce all PATENT RIGHTS or the misuse, misappropriation, theft or breach of confidence of other proprietary rights in the LICENSED SUBJECT MATTER against infringement by a third party. LICENSEE has the exclusive right, but not the obligation, to institute (directly or through a designee) an action for infringement, misuse, misappropriation, theft or breach of confidence of the proprietary rights against such third party parties and is entitled to retain recovery from such enforcement. After reimbursement of LICENSEE’s reasonable legal costs and expenses related to such recovery incurred by LICENSEE, LICENSEE agrees to pay MD ▇▇▇▇▇▇▇▇ either: (a) the applicable royalty detailed in Section 4.1(d) for any monetary recovery that is for sales of LICENSED PRODUCTS lost due to the infringement and [***]percent ([***]%) of related punitive damages received by LICENSEE; or (b) [***]percent ([***]%) of reasonable royalties awarded and received by LICENSEE, and fifty percent ([***]%) of related punitive damages received by LICENSEE in any monetary recovery in which the award is for reasonable royalties. 7.2 If it is necessary to name BOARD or MD ▇▇▇▇▇▇▇▇ as a party in such action to enforce PA TENT RIGHTS against an infringer, then LICENSEE must first obtain BOARD’S and MD ANDERSON’S prior written permission, which permission shall not be unreasonably withheld, provided however, that BOARD and MD ▇▇▇▇▇▇▇▇ shall have reasonable prior input on choice of counsel on any recovery for damages and/or a reasonable royalty in lieu thereof with respect to the PATENT RIGHTS, after deducting the out-of-pocket costs incurred with respect to matter where such action, will be considered NET SALES and subject to royalty payment pursuant to Paragraph 5.1(b). At LICENSEE’S request and expensecounsel represents BOARD or MD ▇▇▇▇▇▇▇▇, and subject LICENSEE and such counsel agree to the statutory duties follow all required procedures of the Texas Attorney GeneralGeneral regarding retention of outside counsel for state entities. 7.3 MD ▇▇▇▇▇▇▇▇ shall promptly notify LICENSEE if MD ANDERSON’S Office of Technology Commercialization becomes aware of any infringement or potential infringement of any PATENT RIGHTS. If LICENSEE does not first exercise its right under Section 7.1 within twelve (12) months of knowledge of infringement, then, BOARD agrees to join any such action brought by LICENSEE. 8.2 If LICENSEE and/or its designees fails to bring such an action or proceeding within 120 days after receiving a written request by BOARD to initiate an action with respect to such infringementMD ▇▇▇▇▇▇▇▇ may, then BOARD 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 sole discretion, enforce any patent licensed hereunder on behalf of itself and retain LICENSEE, with MD ▇▇▇▇▇▇▇▇ retaining all recoveries from such enforcement. If BOARD will provide LICENSEE with written notice during and/or MD ▇▇▇▇▇▇▇▇ pursues such 120-day period if it intends to commence *** Certain informationinfringement action, BOARD and/or MD ▇▇▇▇▇▇▇▇ may, as identified by [***], has been excluded from this agreement because it is both (i) not material and (ii) would be competitively harmful if publicly disclosed. any legal action to terminate infringement of PATENT RIGHTS and LICENSEE may commence legal action at any time during the 120 day notice period. LICENSEE must provide BOARD with evidence that it has commenced legal action within the 120 day notice period, and if LICENSEE (or designee) initiates suit during such period, the terms in Paragraph 8.1 shall govern the action and distribution of recovery. 8.3 In any infringement suit pursuant to this Article 8, the PARTIES agree to keep the other reasonably informed regarding such suit and to cooperate fully with each other. The PARTY bringing such suit (the “REQUESTING PARTY”) shall reimburse the other for any out of pocket costs that such other PARTY reasonably incurs, including attorney fees, to provide assistance or cooperation requested by the REQUESTING PARTY in connection with an action. At the request and expense part of the REQUESTING PARTYresolution thereof, grant non-exclusive license rights to the other PARTY will permit accessalleged infringer, to all relevant personnel, records, papers, information, samples, specimens, etcnotwithstanding LICENSEE’s exclusive license rights., its possession during regular business hours; provided that the PARTIES will cooperate reasonably to avoid undesired waivers of privilege. In all cases, the PARTY hereto that did not initiate the suit (and, as requested by LICENSEE, LICENSEE’S AFFILIATES and designees when they do not initiate suit) shall have the right to participate in any action brought by the other PARTY hereto with counsel of its own choosing, at its own expense. Nothing in this Article 8 shall be construed to authorize BOARD to enter into any settlement that would adversely affect the LICENSED SUBJECT MATTER or LICENSEE’S rights therein, without the prior written consent of the LICENSEE.

Infringement by Third Parties. 8.1 Each PARTY will promptly inform the other 6.1 Licensee shall give notice of any suspected discovered third party infringement of any claims in the PATENT RIGHTS Proprietary Rights to LMER. In the event that LMER does not take appropriate action to stop or the misuse, misappropriation, theft or breach of confidence of other proprietary rights in the LICENSED SUBJECT MATTER by a third party. LICENSEE has the exclusive right, but not the obligation, to institute prevent such infringement within ninety (directly or through a designee90) an action for infringement, misuse, misappropriation, theft or breach of confidence of the proprietary rights against days after receiving such third party notice and is entitled to retain recovery from such enforcement, provided however, any recovery for damages and/or a reasonable royalty in lieu thereof with respect to the PATENT RIGHTS, after deducting the out-of-pocket costs incurred with respect to diligently pursue such action, will be considered NET SALES Licensee has the right to take appropriate action to stop and subject prevent the infringement, including the right to royalty payment pursuant file suit. 6.2 In the event that Licensee files suit to Paragraph 5.1(b). At LICENSEE’S request stop infringement or defends any action against the validity of any patent included in the Proprietary Rights, Licensee shall indemnify and expensehold LMER harmless against all liability, expense and subject to the statutory duties costs, including attorneys' fees incurred as a result of the Texas Attorney General, BOARD agrees to join any such action brought by LICENSEEsuit. 8.2 If LICENSEE and/or its designees fails 6.3 Licensee may, however, apply all such costs as a reduction of any royalties due and payable to bring LMER under the terms of this Agreement at such an action or proceeding within 120 days after receiving time as verified bills of costs actually incurred are reported to LMER in accordance with the Records and Reports Section hereinabove. 6.4 In the event Licensee secures a written request by BOARD to initiate an action with respect to such infringement, then BOARD may institute an action for infringement, misuse, misappropriation, theft or breach of confidence of the proprietary rights judgment against such any third party at its own expense infringer, after accounting for and retain paying all recoveries from of Licensee's costs associated with prosecution of such enforcement. BOARD will provide LICENSEE with written notice during such 120-day period if it intends to commence *** Certain information, action as identified by [***], has been excluded from this agreement because it is both (i) not material and (ii) would be competitively harmful if publicly disclosed. well as paying LMER for any legal action to terminate infringement reduction of PATENT RIGHTS and LICENSEE may commence legal action at any time during the 120 day notice period. LICENSEE must provide BOARD with evidence that it has commenced legal action within the 120 day notice period, and if LICENSEE (or designee) initiates suit during such period, the terms in Paragraph 8.1 shall govern the action and distribution of recovery. 8.3 In any infringement suit royalties pursuant to this Article 8section, the PARTIES Licensee shall pay LMER its royalties as set forth hereinabove on any balance of proceeds actually received and Licensee shall retain any such remaining balance of proceeds. 6.5 The parties hereby agree to keep cooperate with each other in the prosecution of any such legal actions or settlement actions undertaken under this section and each will provide to the other reasonably informed regarding all pertinent data in its possession which may be helpful in the prosecution of such suit and to cooperate fully with each other. The PARTY bringing actions; provided, however, that the party in control of such suit (the “REQUESTING PARTY”) action shall reimburse the other party for any out of pocket and all costs that such and expenses in providing data and other PARTY reasonably incurs, including attorney fees, information necessary to provide assistance or cooperation requested by the REQUESTING PARTY in connection with an action. At the request and expense conduct of the REQUESTING PARTY, the other PARTY will permit access, to all relevant personnel, records, papers, information, samples, specimens, etcaction., its possession during regular business hours; provided that the PARTIES will cooperate reasonably to avoid undesired waivers 6.6 The party having filed such action shall be in control of privilege. In all cases, the PARTY hereto that did not initiate the suit (and, as requested by LICENSEE, LICENSEE’S AFFILIATES such action and designees when they do not initiate suit) shall have the right to participate dispose of such action in any action brought by whatever reasonable manner it determines to be the other PARTY hereto with counsel best interest of its own choosingparties hereto, at its own expense. Nothing in this Article 8 shall be construed to authorize BOARD to enter into except that any settlement that would adversely affect which affects or admits issues of patent validity shall require the LICENSED SUBJECT MATTER or LICENSEE’S rights therein, without the prior advance written consent approval of the LICENSEELMER.

Infringement by Third Parties. 8.1 Each PARTY will promptly party shall inform the other promptly in writing of any suspected alleged infringement of any claims in the PATENT RIGHTS or the misuse, misappropriation, theft or breach of confidence of other proprietary rights in the LICENSED SUBJECT MATTER LINKER PATENT RIGHTS by a third party, including all details then available. LICENSEE has shall have the exclusive right, but shall not the obligationbe obligated, to institute (directly prosecute at its own expense any such infringements, and BOARD agrees that LICENSEE may join BOARD as a plaintiff at the expense of LICENSEE. In any infringement action commenced or through a designee) an action for infringementdefended solely by LICENSEE, misuse, misappropriation, theft or breach of confidence of the proprietary rights against such third party all expenses and is entitled to retain recovery from such enforcement, provided however, any all recovery for damages and/or a reasonable royalty in lieu thereof with respect to the PATENT RIGHTS, after deducting the out-of-pocket costs incurred with respect to such action, will infringement shall be considered NET SALES and subject to royalty payment pursuant to Paragraph 5.1(b)those of LICENSEE. At LICENSEE’S request and expense, and subject to the statutory duties of the Texas Attorney General, BOARD agrees to join In any such action brought by LICENSEE, BOARD shall be entitled to receive an amount equal to the applicable royalties on any recovery of profits and damages that is in excess of LICENSEE's reasonable costs and expenses, including, but not limited to actual costs and expenses paid non-affiliated accountants, lawyers and consultants. No settlement, consent judgment or other voluntary final disposition of the suit may be entered into without BOARD's consent, which consent shall not be unreasonably withheld, delayed or conditioned. 8.2 If LICENSEE and/or its designees fails to bring such an has not commenced legal action or proceeding been successful in obtaining cessation of the infringement within 120 ninety (90) days after receiving a of written request by notification from BOARD to initiate an action with respect to of such infringement, then or if LICENSEE elects not to continue prosecuting any legal action against an infringer, BOARD may institute an action for infringementshall have the right, misusebut shall not be obligated, misappropriation, theft or breach of confidence of the proprietary rights against such third party to prosecute at its own expense any such infringement. BOARD may join LICENSEE as a plaintiff in any such infringement suit at BOARD's expense. No settlement, consent judgment or other voluntary final disposition of the suit may be entered into without LICENSEE's consent, which consent shall not be unreasonably withheld, delayed or conditioned. 8.3 In the event that LICENSEE and/or BOARD do not file suit against, conclude settlement negotiations with, or grant a license to a substantial infringer of PATENT RIGHTS or LINKER PATENT RIGHTS within one (1) year of knowledge thereof, then the parties will consult with one another in an effort to determine whether a reasonably prudent licensee would institute litigation, conclude settlement negotiations, and/or grant a license within the one (1) year time period described above in order to enforce the patent in question in light of all relevant business and retain economic factors (including, but not limited to, the projected cost of such litigation, the likelihood of success on the merits, the probable amount of any damage award, the prospects for satisfaction of any judgment against the alleged infringer, the possibility of counterclaims against LICENSEE and BOARD, the diversion of LICENSEE's human and economic resources, the impact of any possible adverse outcome on LICENSEE, and the effect any publicity might have on the respective reputations and goodwill of the parties). If after such consultation, the parties have not reached agreement and LICENSEE does not forthwith file suit against, enter into settlement negotiations with or grant a license to the substantial infringer, then BOARD shall have the right to enforce any PATENT RIGHT or LINKER PATENT RIGHT, licensed hereunder on behalf of itself and LICENSEE (BOARD retaining all recoveries from such enforcement. BOARD will provide LICENSEE with written notice during such 120-day period if it intends to commence *** Certain information, as identified by [***], has been excluded from this agreement because it is both (i) not material and (ii) would be competitively harmful if publicly disclosed. any legal action to terminate infringement of PATENT RIGHTS and LICENSEE may commence legal action at any time during the 120 day notice period. LICENSEE must provide BOARD with evidence that it has commenced legal action within the 120 day notice period), and if LICENSEE (or designee) initiates BOARD shall have the right to reduce the license granted hereunder to nonexclusive in the national jurisdiction in which suit during such period, the terms in Paragraph 8.1 shall govern the action and distribution of recoveryis brought. 8.3 8.4 In any infringement suit pursuant that either party brings to this Article 8enforce the PATENT RIGHTS or LINKER PATENT RIGHTS, the PARTIES agree to keep the other reasonably informed regarding such suit and to cooperate fully with each other. The PARTY bringing such suit (the “REQUESTING PARTY”) party shall reimburse the other for any out of pocket costs that such other PARTY reasonably incurs, including attorney fees, to provide assistance or cooperation requested by the REQUESTING PARTY in connection with an action. At at the request and expense of the REQUESTING PARTYparty bringing the suit, the other PARTY will permit accesscooperate in all reasonable respects, including, to all relevant personnelthe extent possible, records, papers, information, samples, specimens, etc., its possession during regular business hours; provided that obtaining the PARTIES will cooperate reasonably to avoid undesired waivers of privilege. In all cases, the PARTY hereto that did not initiate the suit (and, as requested by LICENSEE, LICENSEE’S AFFILIATES and designees when they do not initiate suit) shall have the right to participate in any action brought by the other PARTY hereto with counsel testimony of its own choosing, at its own expense. Nothing employees and agents and making available physical evidence in this Article 8 shall be construed to authorize BOARD to enter into any settlement the possession of that would adversely affect the LICENSED SUBJECT MATTER or LICENSEE’S rights therein, without the prior written consent of the LICENSEEparty.

Infringement by Third Parties. 8.1 Each PARTY will promptly inform 7.1 LICENSEE, at its expense, shall have the other of first right to enforce any suspected patent exclusively licensed hereunder against infringement of any claims in the PATENT RIGHTS or the misuse, misappropriation, theft or breach of confidence of other proprietary rights in the LICENSED SUBJECT MATTER by a third party. LICENSEE has the exclusive right, but not the obligation, to institute (directly or through a designee) an action for infringement, misuse, misappropriation, theft or breach of confidence of the proprietary rights against such third party parties and is entitled to retain recovery from such enforcement, provided howeverwhich right may be granted by LICENSEE to its AFFILIATE or sublicensee. After reimbursement of reasonable legal costs and expenses related to such recovery incurred by LICENSEE, its AFFILIATE or sublicensee, LICENSEE agrees to pay UTMDACC either: (a) the applicable royalty detailed in Section 4.1(d) for any monetary recovery that is for sales of LICENSED PRODUCTS lost due to the infringement and fifty percent (50%) of related punitive damages and/or a received by LICENSEE or its AFFILIATE; or (b) fifty percent (50%) of reasonable royalty royalties awarded and received by LICENSEE or its AFFILIATE, and fifty percent (50%) of related punitive damages received by LICENSEE or its AFFILIATE in lieu thereof with respect to any monetary recovery in which the award is for reasonable royalties. If either LICENSEE or UTMDACC’s Office of Technology Commercialization becomes aware of any infringement or potential infringement of the PATENT RIGHTS, after deducting each shall promptly notify the out-of-pocket costs incurred with respect to other of such action, will be considered NET SALES and subject to royalty payment pursuant to Paragraph 5.1(b)in writing. At LICENSEE’S request and expense, and subject to the statutory duties of the Texas Attorney General, BOARD agrees to join any such action brought by LICENSEE. 8.2 If LICENSEE and/or its designees fails does not file suit against a substantial infringer or take alternative action reasonably acceptable to bring such an action or proceeding within 120 days after receiving a written request by BOARD UTMDACC to initiate an action with respect to end such infringement, then within twelve (12) months of knowledge thereof, then, provided that such infringement is still on going, BOARD may institute an action for infringementor UTMDACC may, misuse, misappropriation, theft or breach of confidence of the proprietary rights against such third party at its own expense sole discretion, enforce any patent licensed hereunder on behalf of itself and retain LICENSEE, with UTMDACC retaining all recoveries from such enforcement. BOARD will provide LICENSEE with written notice during such 120-day period if it intends to commence *** Certain informationIn addition, as identified by [***]part of the resolution of such infringement, has been excluded from this agreement because it is both (i) not material BOARD and (ii) would be competitively harmful if publicly disclosed. UTMDACC may grant non-exclusive license rights to the alleged infringer notwithstanding LICENSEE’s exclusive license rights. 7.2 In any legal action to terminate infringement of PATENT RIGHTS and LICENSEE may commence legal action at any time during the 120 day notice period. LICENSEE must provide BOARD with evidence that it has commenced legal action within the 120 day notice period, and if LICENSEE (suit or designee) initiates suit during such perioddispute involving an infringer, the terms in Paragraph 8.1 shall govern the action and distribution of recovery. 8.3 In any infringement suit pursuant to this Article 8, the PARTIES parties agree to keep the other reasonably informed regarding such suit and to cooperate fully with each other. The PARTY bringing such suit (the “REQUESTING PARTY”) shall reimburse the other for any out of pocket costs that such other PARTY reasonably incurs, including attorney fees, to provide assistance or cooperation requested by the REQUESTING PARTY in connection with an action. At the request and expense of the REQUESTING PARTYparty bringing suit, the other PARTY party will permit accessaccess during regular business hours, to all relevant personnel, records, papers, information, samples, specimens, etcand the like in its possession., its possession during regular business hours; provided that the PARTIES will cooperate reasonably to avoid undesired waivers of privilege. In all cases, the PARTY hereto that did not initiate the suit (and, as requested by LICENSEE, LICENSEE’S AFFILIATES and designees when they do not initiate suit) shall have the right to participate in any action brought by the other PARTY hereto with counsel of its own choosing, at its own expense. Nothing in this Article 8 shall be construed to authorize BOARD to enter into any settlement that would adversely affect the LICENSED SUBJECT MATTER or LICENSEE’S rights therein, without the prior written consent of the LICENSEE.

Infringement by Third Parties. 8.1 Each PARTY will Either party shall promptly inform notify the other party of any suspected infringement of any claims LICENSED PATENTS; misappropriation of a trade secret or declaration of an interference proceeding relating to LICENSED PATENTS or LICENSED KNOW-HOW, and shall provide the other party with all available evidence relating thereto. AMGEN and ORTHO shall then consult with each other as to the best manner in which to proceed. AMGEN shall have the PATENT RIGHTS or the misuse, misappropriation, theft or breach of confidence of other proprietary rights in the LICENSED SUBJECT MATTER by a third party. LICENSEE has the exclusive right, but not the obligation, to institute bring, defend and maintain any appropriate suit or action. If AMGEN requests ORTHO to join AMGEN in such suit or action and ORTHO agrees to do so, ORTHO 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. AMGEN shall pay ORTHO its reasonable expenses (directly including its attorney's fees) in connection with any such suit or through a designee) an action for infringement, misuse, misappropriation, theft or breach of confidence of the proprietary rights against such third party and is entitled action. Should AMGEN lack standing to retain recovery from such enforcement, provided however, bring any recovery for damages and/or a reasonable royalty in lieu thereof with respect to the PATENT RIGHTS, after deducting the out-of-pocket costs incurred with respect to such action, will be considered NET SALES then AMGEN may cause ORTHO to do so upon first undertaking to indemnify and subject to royalty payment pursuant to Paragraph 5.1(b). At LICENSEE’S request and expense, and subject hold ORTHO harmless (to the statutory duties of extent permissible by law) from all consequent liability and to promptly reimburse all reasonable expense (including attorney fees) steaming therefrom. In the Texas Attorney General, BOARD agrees to join any such action brought by LICENSEE. 8.2 If LICENSEE and/or its designees event AMGEN fails to bring such an action or proceeding within 120 days after receiving a written request by BOARD to initiate an take action with respect to such infringementmatters within a reasonable period, then BOARD not more than six (6) months, following receipt of such notice and evidence, ORTHO shall have the 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 institute an action for infringementbe reasonably required and may, 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 enforcementoption. BOARD will provide LICENSEE with written notice during such 120-day period if it intends be represented by counsel of its choice. ORTHO shall pay to commence *** Certain information, as identified by [***], has been excluded from this agreement because it is both AMGEN the reasonable expenses of AMGEN (iincluding its attorney's fees) not material and (ii) would be competitively harmful if publicly disclosed. any legal action to terminate infringement of PATENT RIGHTS and LICENSEE may commence legal action at any time during the 120 day notice period. LICENSEE must provide BOARD with evidence that it has commenced legal action within the 120 day notice period, and if LICENSEE (or designee) initiates suit during such period, the terms in Paragraph 8.1 shall govern the action and distribution of recovery. 8.3 In any infringement suit pursuant to this Article 8, the PARTIES agree to keep the other reasonably informed regarding such suit and to cooperate fully with each other. The PARTY bringing such suit (the “REQUESTING PARTY”) shall reimburse the other for any out of pocket costs that such other PARTY reasonably incurs, including attorney fees, to provide assistance or cooperation requested by the REQUESTING PARTY in connection with an any such suit or action. At Absent an agreement between the request parties to jointly bring any action or suit hereunder and expense of share the REQUESTING PARTYexpenses thereof, the other PARTY will permit access, to all relevant personnel, records, papers, information, samples, specimens, etc., its possession during regular business hours; provided that the PARTIES will cooperate reasonably to avoid undesired waivers of privilege. In all cases, the PARTY hereto that did not initiate the suit (and, as requested by LICENSEE, LICENSEE’S AFFILIATES and designees when they do not initiate suit) shall have the right to participate any amount recovered in any such action brought or suit shall be retained by the other PARTY hereto with counsel of its own choosing, at its own expense. Nothing in this Article 8 shall be construed to authorize BOARD to enter into any settlement that would adversely affect party bearing the LICENSED SUBJECT MATTER or LICENSEE’S rights therein, without the prior written consent of the LICENSEEexpenses thereof.