Common use of Infringement Claims by Third Parties Clause in Contracts

Infringement Claims by Third Parties. If the Exploitation of a Licensed Product in the Territory pursuant to this Agreement results in, or is reasonably expected to result in, any claim, suit or proceeding by a Third Party alleging infringement by Licensee or any of its Affiliates or its or their Sublicensees, (a “Third Party Infringement Claim”), including any defense or counterclaim in connection with an Infringement action initiated pursuant to Section 6.3.2, the Party first becoming aware of such alleged infringement shall promptly notify the other Party thereof in writing. As between the Parties, Licensee shall be responsible for defending any such claim, suit or proceeding, at its sole cost and expense using counsel of Licensee’s choice, in relation to technology licensed under any Exclusive Licensed Technology, and MedImmune shall be responsible for defending any such claim, suit or proceeding at proceeding at its sole cost and expense, using counsel of MedImmune’s choice in relation to technology licensed under any Non-Exclusive Licensed Technology. MedImmune shall, and shall cause its Affiliates to, assist and cooperate with Licensee, as Licensee may reasonably request from time to time, in connection with its activities set out in this Section 6.4, including where necessary, furnishing a power of attorney solely for such Confidential Portions of this Exhibit marked as [***] have been omitted pursuant to a request for confidential treatment and have been filed separately with the Securities and Exchange Commission. Confidential Treatment Requested by Kiniksa Pharmaceuticals, Ltd. purpose or joining in, or being named as a necessary party to, such action, providing access to relevant documents and other evidence and making its employees available at reasonable business hours; provided that Licensee shall reimburse MedImmune for its reasonable and verifiable out-of-pocket costs and expenses incurred in connection therewith. Licensee shall keep MedImmune reasonably informed of all material developments in connection with any such claim, suit or proceeding. Licensee agrees to provide MedImmune with copies of all material pleadings filed in such action and to allow MedImmune reasonable opportunity to participate in the defense of the claims. Any damages, or awards, including royalties incurred or awarded in connection with any Third Party Infringement Claim defended under this Section 6.4 shall be [***].

Infringement Claims by Third Parties. If the Exploitation of a Licensed Product in the Territory pursuant to this Agreement results in, or is reasonably expected to result in, any claim, suit or proceeding by a Third Party alleging infringement by Licensee Mereo or any of its Affiliates or its or their Sublicensees, (a “Third Party Infringement Claim”), including any defense or counterclaim in connection with an Infringement action initiated pursuant to this Section 6.3.29.4, the Party first becoming aware of such alleged infringement shall promptly notify the other Party thereof in writing. As between the Parties, Licensee shall be responsible for defending any such claim, suit or proceeding, at its sole cost and expense using counsel of Licensee’s choice, in relation to technology licensed under any Exclusive Licensed Technology, and MedImmune Mereo shall be responsible for defending any such claim, suit or proceeding at proceeding at its sole cost and expense[***], using counsel of MedImmuneMereo’s choice. Prior to the Option Exercise Date, AstraZeneca may participate in any such claim, suit or proceeding with counsel of its choice [***]; provided that Mereo shall retain the right to control such claim, suit or proceeding. If Mereo exercises the Option, AstraZeneca shall have no right participate in relation any such claim, suit or proceeding relating to technology licensed under any Non-Exclusive Licensed Technologythe Option Patents from and including the Option Exercise Date. MedImmune AstraZeneca shall, and shall cause its Affiliates to, assist and cooperate with LicenseeMereo, as Licensee Mereo may reasonably request from time to time, in connection with its activities set out forth in this Section 6.49.4, including where necessary, furnishing a power of attorney solely for such Confidential Portions of this Exhibit marked as [***] have been omitted pursuant to a request for confidential treatment and have been filed separately with the Securities and Exchange Commission. Confidential Treatment Requested by Kiniksa Pharmaceuticals, Ltd. purpose or joining in, or being named as a necessary party to, such action, providing access to relevant documents and other evidence and making its employees available at reasonable business hours; provided that Licensee Mereo shall reimburse MedImmune AstraZeneca for its reasonable and verifiable out-of-pocket [***] costs and expenses incurred in connection therewith. Licensee Mereo shall keep MedImmune AstraZeneca reasonably informed of all material developments in connection with any such claim, suit or proceeding. Licensee Mereo agrees to provide MedImmune AstraZeneca with copies of all material pleadings filed in such action and to allow MedImmune AstraZeneca reasonable opportunity to participate in the defense of the claims. Any [***] Certain information in this document has been omitted and filed separately with the Securities and Exchange Commission. Confidential Treatment has been requested with respect to the omitted portions. damages, or awards, including royalties incurred or awarded in connection with any Third Party Infringement Claim defended under this Section 6.4 9.4 shall be [***]. For clarity, if Mereo is required to make any payment to a Third Party to settle such Third Party Infringement Claim, such Third Party Payment shall be a Third Party Payment for the purposes of Section 8.5.3(c).

Infringement Claims by Third Parties. If the Exploitation of a Licensed Product in the Territory pursuant to this Agreement results in, or is reasonably expected to result in, any claim, suit or proceeding by a Third Party alleging infringement by Licensee or any of its Affiliates or its or their Sublicensees, Sublicensees (a “Third Party Infringement Claim”), including any defense or counterclaim in connection with an Infringement action initiated pursuant to Section 6.3.25.3 (Enforcement of Patents), the Party first becoming aware of such alleged infringement shall promptly notify the other Party thereof in writing. As between the Parties, Licensee shall be responsible for defending any such claim, suit or proceeding, at its sole cost and expense using counsel of Licensee’s choice, in relation to technology licensed under any Exclusive Licensed Technology, and MedImmune shall be responsible for defending any such claim, suit or proceeding at proceeding at its sole cost and expense, using counsel of MedImmuneLicensee’s choice. AstraZeneca may participate in any such claim, suit or proceeding with counsel of its choice in relation at its sole cost and expense; provided that Licensee shall retain the right to technology licensed under any Non-Exclusive Licensed Technologycontrol such claim, suit or proceeding. MedImmune AstraZeneca shall, and shall cause its Affiliates to, assist and cooperate with Licensee, as Licensee may reasonably request from time to time, in connection with its activities set out forth in this Section 6.4Section, including where necessary, furnishing a power of attorney solely for such Confidential Portions of this Exhibit marked as [***] have been omitted pursuant to a request for confidential treatment and have been filed separately with the Securities and Exchange Commission. Confidential Treatment Requested by Kiniksa Pharmaceuticals, Ltd. purpose or joining in, or being named as a necessary party to, such action, providing access to relevant documents and other evidence and making its employees available at reasonable business hours; provided that Licensee shall reimburse MedImmune AstraZeneca for its reasonable and verifiable out-of-pocket costs and expenses incurred in connection therewith. Licensee shall keep MedImmune AstraZeneca reasonably informed of all material developments in connection with any such claim, suit or proceeding. Licensee agrees to provide MedImmune AstraZeneca with copies of all material pleadings filed in such action and to allow MedImmune AstraZeneca reasonable opportunity to participate in the defense of the claims. Any damages, or awards, including royalties incurred or awarded in connection with any Third Party Infringement Claim defended under this Section 6.4 5.4 (Infringement Claims by Third Parties) shall be [***]borne by Licensee.

Infringement Claims by Third Parties. If the Exploitation Manufacture, use or Commercialization of a Licensed Molecule or Product in the Territory pursuant to this Agreement results in, or is reasonably expected to may result in, any claim, suit suit, or proceeding by a Third Party alleging patent infringement by Licensee AbbVie or any of its Galapagos (or their respective Affiliates or its or their Sublicensees, (a “Third Party Infringement Claim”), including any defense or counterclaim in connection with an Infringement action initiated pursuant to Section 6.3.2, the Party first becoming aware receiving notice of such alleged infringement claim, suit, or proceeding shall promptly notify the other Party thereof in writing. As between AbbVie shall defend and control the Parties, Licensee shall be responsible for defending defense of any such claim, suit suit, or proceeding, proceeding at its sole own expense (except to the extent any such cost or expense is allocable to the Galapagos Territory, in which event such cost or expense, to the extent reasonable and expense reasonably incurred, shall be reimbursed by Galapagos in accordance with Section 7.9), using counsel of Licensee’s its own choice, . Galapagos may participate in relation to technology licensed under any Exclusive Licensed Technology, and MedImmune shall be responsible for defending any such claim, suit suit, or proceeding at proceeding with counsel of its choice at its sole cost and own expense. Without limitation of the foregoing, using counsel of MedImmune’s choice in relation if AbbVie finds it necessary or desirable to technology licensed under any Non-Exclusive Licensed Technology. MedImmune shall, and shall cause its Affiliates to, assist and cooperate with Licensee, as Licensee may reasonably request from time to time, in connection with its activities set out in this Section 6.4, including where necessary, furnishing a power of attorney solely for such Confidential Portions of this Exhibit marked as [***] have been omitted pursuant to a request for confidential treatment and have been filed separately with the Securities and Exchange Commission. Confidential Treatment Requested by Kiniksa Pharmaceuticals, Ltd. purpose or joining in, or being named join Galapagos as a necessary party to, to any such action, providing access to relevant documents Galapagos shall execute all papers and other evidence and making its employees available perform such acts as shall be reasonably required at reasonable business hours; provided that Licensee shall reimburse MedImmune for its reasonable and verifiable out-of-pocket costs and expenses incurred in connection therewithAbbVie’s expense. Licensee Each Party shall keep MedImmune the other Party reasonably informed of all material developments in connection with any such claim, suit suit, or proceeding. Licensee Unless otherwise set forth herein, AbbVie shall have the right to settle such claim, including by entering into a license agreement pursuant to Section 7.6; provided, that AbbVie shall not settle any litigation under this Section 7.4 in a manner that diminishes or has a material adverse effect on the rights or interest of Galapagos, or in a manner that imposes any costs (except as set forth in the immediately following proviso) or liability on, or involves any admission by, Galapagos, without Galapagos’ express written consent; provided, further, that entering into an agreement with such Third Party pursuant to Section 7.6 shall not require the consent of Galapagos. Each Party agrees to provide MedImmune the other Party with copies of all material pleadings filed in such action and to allow MedImmune the other Party reasonable opportunity to participate in the defense of the claims. Any damagesAbbVie shall be entitled to deduct […***…] percent ([…***…]%) of the reasonable out-of-pocket attorney’s fees and court costs borne by AbbVie (and not reimbursed by Galapagos pursuant to Section 7.9) in defending such claim, suit, or awards, including royalties incurred or awarded in connection with any proceeding brought by a Third Party Infringement Claim alleging that a Molecule, Product or the Manufacturing Process (which Manufacturing Process AbbVie has not modified in any substantial part pertinent to the asserted claims in said proceeding) infringe one (1) or more Patents controlled by the Third Party. Such deduction shall be applied in a given Calendar Quarter from the sales-based milestones due to Galapagos pursuant to Section 6.4.1, and to the extent not exhausted within an […***…] ([…***…]) month period, may be deducted from royalties due to Galapagos pursuant to Section 6.5. Any recoveries by AbbVie of any sanctions awarded to AbbVie and against a party asserting a claim being defended under this Section 6.4 7.4 shall be [applied as follows: such recovery shall be applied first to (i) reimburse AbbVie for its reasonable out-of-pocket costs of defending such claim, suit, or proceedings to the extent not deducted from sales-based milestones pursuant to the previous sentence, and (ii) reimburse Galapagos for sales-based milestones deductions pursuant to the previous sentence. The balance of any such recoveries shall be retained or provided to AbbVie and included in calculation of Net Sales for the relevant Product, except to the extent such recovery is attributable to the Galapagos Territory, in which event it shall be retained by or provided to Galapagos. ***].Confidential Treatment Requested***

Infringement Claims by Third Parties. If the Exploitation manufacture, sale, or use of a Licensed Compound or Licensed Product in the Territory pursuant to this Agreement results in, or is reasonably expected to may result in, any claim, suit suit, or proceeding by a Third Party alleging patent infringement by Licensee Xxxxxx (or any of its Affiliates or its or their Sublicensees, (a “Third Party Infringement Claim”), including any defense or counterclaim in connection with an Infringement action initiated pursuant to Section 6.3.2, the Party first becoming aware of such alleged infringement Xxxxxx shall promptly notify the other Party Galapagos thereof in writing. As between Xxxxxx shall defend and control the Parties, Licensee shall be responsible for defending defense of any such claim, suit suit, or proceeding, proceeding at its sole cost and own expense (except to the extent any such expense constitutes an Allowable Expense), using counsel of Licensee’s its own choice, . Galapagos may participate in relation to technology licensed under any Exclusive Licensed Technology, and MedImmune shall be responsible for defending any such claim, suit suit, or proceeding at proceeding with counsel of its choice at its sole cost and own expense. Without limitation of the foregoing, using counsel of MedImmune’s choice in relation if Xxxxxx finds it necessary or desirable to technology licensed under any Non-Exclusive Licensed Technology. MedImmune shall, and shall cause its Affiliates to, assist and cooperate with Licensee, as Licensee may reasonably request from time to time, in connection with its activities set out in this Section 6.4, including where necessary, furnishing a power of attorney solely for such Confidential Portions of this Exhibit marked as [***] have been omitted pursuant to a request for confidential treatment and have been filed separately with the Securities and Exchange Commission. Confidential Treatment Requested by Kiniksa Pharmaceuticals, Ltd. purpose or joining in, or being named join Galapagos as a necessary party to, to any such action, providing access to relevant documents Galapagos shall execute all papers and other evidence and making its employees available perform such acts as shall be reasonably required at reasonable business hours; provided that Licensee shall reimburse MedImmune for its reasonable and verifiable out-of-pocket costs and expenses incurred in connection therewithXxxxxx’x expense. Licensee Each Party shall keep MedImmune the other Party reasonably informed of all material developments in connection with any such claim, suit suit, or proceeding. Licensee Unless otherwise set forth herein, Xxxxxx shall have the right to settle such claim; provided that Xxxxxx shall not settle any litigation under this Section 7.4 in a manner that diminishes or has a material adverse effect on the rights or interest of Galapagos, or in a manner that imposes any costs or liability on, or involves any admission by, Galapagos, without their express written consent. Each Party agrees to provide MedImmune the other Party with copies of all material pleadings filed in such action and to allow MedImmune the other Party reasonable opportunity to participate in the defense of the claims. Any damagesXxxxxx shall be entitled to deduct […***…] percent ([…***…]%) of the reasonable out-of-pocket attorney’s fees and court costs borne by Xxxxxx and not included as an Allowable Expense of defending such claim, suit, or awards, including royalties incurred or awarded in connection with any proceeding brought by a Third Party Infringement Claim alleging that a Licensed Compound and/or the Manufacturing Process (which Manufacturing Process Xxxxxx has not modified in any substantial part pertinent to the asserted claims in said proceeding) infringe one or more patents Controlled by the Third Party. Such deduction shall be applied in a given Calendar Quarter from sales-based milestones and to the extent not exhausted within an […***…] ([…***…]) month period, may be deducted from royalties due to Galapagos pursuant to Section 6.4.1 or 6.6. Any recoveries by Xxxxxx of any sanctions awarded to Xxxxxx and against a party asserting a claim being defended under this Section 6.4 7.4 shall be [applied as follows: such recovery shall be applied first to (i) reimburse Xxxxxx for its reasonable out-of-pocket costs of defending such claim, suit, or proceedings to the extent not deducted from sales-based milestones pursuant to the previous sentence, and (ii) reimburse Galapagos for sales-based milestones deductions pursuant to the previous sentence. The balance of any such recoveries shall be retained or provided to Xxxxxx and included in calculation of Net Sales for the relevant Licensed Product. ***].Confidential Treatment Requested***

Infringement Claims by Third Parties. If the Exploitation or Manufacture of a Licensed Product in the Territory pursuant to this Agreement results in, or is reasonably expected to result in, in any claim, suit or proceeding by a Third Party alleging infringement by against Licensee or any of its Affiliates or its or their Sublicensees, Sublicensees alleging infringement (a “Third Party Infringement Claim”), including any defense or counterclaim in connection with an Infringement action initiated by Licensee or any of its Affiliates pursuant to Section 6.3.25.3.2, the Party first becoming aware of such alleged infringement Licensee shall promptly notify the other Party MedImmune thereof in writing. As Except as provided in Section 8.3.2, as between the Parties, Licensee shall be responsible for defending have the first right to defend against any such claim, suit or proceeding, at its sole cost and expense using counsel of Licensee’s choice, in relation to technology licensed under any Exclusive Licensed Technology, and MedImmune shall be responsible for defending any such claim, suit or proceeding at proceeding at its sole cost and expense, using reputable, outside counsel mutually agreed to by the Parties, such agreement not to be unreasonably withheld, conditioned or delayed, and, with respect to any AstraZeneca Product References in connection with the defense of any such claim, suit or proceeding with respect to a Licensed Patent or PhaseBio Patent, using only factual statements contained in the approved label for the AstraZeneca Product or otherwise approved by MedImmune in writing; provided that MedImmune shall respond to any request to use an AstraZeneca Product Reference in connection with any such defense within [***] of receipt of such request. MedImmune may participate in any such claim, suit or proceeding with counsel of MedImmune’s its choice in relation at its sole cost and expense; provided that Licensee shall retain the right to technology licensed under any Non-Exclusive Licensed Technologycontrol such claim, suit or proceeding. MedImmune shall, and as necessary shall cause its Affiliates to, assist and cooperate with Licensee, as Licensee may reasonably request from time to time, in connection with its activities set out forth in this Section 6.45.4, including including, where necessary, furnishing a power of attorney solely for such Confidential Portions of this Exhibit marked as [***] have been omitted pursuant to a request for confidential treatment and have been filed separately with the Securities and Exchange Commission. Confidential Treatment Requested by Kiniksa Pharmaceuticals, Ltd. purpose or joining in, or being named as a necessary party to, such action, providing access to relevant documents and other evidence evidence, and making its employees available at reasonable business hours; provided that Licensee shall reimburse MedImmune for its reasonable and verifiable out-of-pocket costs and expenses incurred in connection therewith. Licensee shall keep MedImmune reasonably informed of all material developments in connection with any such claim, suit or proceeding. Licensee agrees to provide MedImmune with copies of all material pleadings filed in such action and to allow MedImmune reasonable opportunity to participate in the defense of the claims. Any damages, or awards, including royalties incurred or awarded in connection with any Third Party Infringement Claim defended by Licensee under this Section 6.4 5.4 shall be borne by Licensee. If Licensee or its designee does not take commercially reasonable steps to defend against such claim, suit or proceeding within [***] following the date upon which Licensee first receives notice or otherwise learns of such Third Party Infringement *** CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY [***], HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 24B-2 OF THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED. Claim or, provided such date occurs after Licensee receives notice or otherwise learns of such Third Party Infringement Claim, [***] before the time limit, if any, set forth in Applicable Law for filing of such actions, whichever comes first, then (a) Licensee shall so notify MedImmune and (b) MedImmune may defend against such Third Party Infringement Claim at its sole cost and expense. For clarity, except as provided in Section 8.3.2, as between the Parties, MedImmune and its Affiliates shall have and retain the right to defend against any claim, suit or proceeding brought against MedImmune or any of its Affiliates.

Infringement Claims by Third Parties. If the Exploitation Manufacture, use or Commercialization of a Licensed Compound or Licensed Product in the Territory pursuant to this Agreement results in, or is reasonably expected to may result in, any claim, suit or proceeding Deductible IP Litigation by a Third Party alleging patent infringement by Licensee AbbVie (or any of its Affiliates or its or their Sublicensees, (a “Third Party Infringement Claim”), including any defense or counterclaim in connection with an Infringement action initiated pursuant to Section 6.3.2, the Party first becoming aware of such alleged infringement AbbVie shall promptly notify the other Party Ablynx thereof in writing. As between AbbVie shall have the Partiesfirst right, Licensee shall be responsible for defending but not the obligation, to defend and control the defense of any such claim, suit or proceeding, Deductible IP Litigation at its sole cost and own expense using counsel of Licensee’s choice, in relation (but subject to technology licensed under any Exclusive Licensed Technology, and MedImmune shall be responsible for defending any such claim, suit or proceeding at proceeding at its sole cost and expensededuction as provided below), using counsel of MedImmune’s its own choice. Ablynx may participate in any such Deductible IP Litigation with counsel of its choice in relation at its own expense. Without limitation of the foregoing, where it is reasonably necessary for Ablynx to technology licensed under any Non-Exclusive Licensed Technology. MedImmune shall, and shall cause its Affiliates to, assist and cooperate with Licensee, as Licensee may reasonably request from time to time, in connection with its activities set out in this Section 6.4, including where necessary, furnishing a power of attorney solely for such Confidential Portions of this Exhibit marked as [***] have been omitted pursuant to a request for confidential treatment and have been filed separately with the Securities and Exchange Commission. Confidential Treatment Requested by Kiniksa Pharmaceuticals, Ltd. purpose or joining in, or being named join as a necessary party to, to any such action, providing access Ablynx shall execute all papers and perform such acts as shall be reasonably required at AbbVie’s expense. If AbbVie elects (in a written communication submitted to relevant documents Ablynx within a reasonable amount of time after notice of the alleged patent infringement) not to defend or control the defense of, or otherwise fails to initiate and other evidence maintain the defense of, any such Deductible IP Litigation, within such time periods so that Ablynx is not prejudiced by any delays, Ablynx may conduct and making control the defense of any such Deductible IP Litigation at its employees available at reasonable business hours; provided that Licensee shall reimburse MedImmune for its reasonable and verifiable out-of-pocket costs and expenses incurred in connection therewithown expense. Licensee Each Party shall keep MedImmune the other Party reasonably informed of all material developments in connection with any such claim, suit or proceedingDeductible IP Litigation. Licensee Each Party agrees to provide MedImmune the other Party with copies of all material pleadings filed in such action Deductible IP Litigation and to allow MedImmune the other Party reasonable opportunity to participate in the defense of defense. […***…]. Notwithstanding the claimsforegoing, […***…]. Any damages, or awards, including royalties incurred or recoveries by AbbVie of any sanctions awarded in connection with any to AbbVie and against a Third Party Infringement Claim asserting a claim being defended under this Section 6.4 7.4 shall be applied as follows: […***…]. For purposes of clarity, Third Party Claims pursuant to Section 11.2.1(vii) shall not be subject to the provisions of this Section 7.4.

Infringement Claims by Third Parties. If With respect to any ------------------------------------ and all Claims instituted by Third Parties against Adolor or GSK or any of their respective Affiliates for trademark infringement involving the Exploitation use, sale, license or marketing of a Licensed Collaboration Product in the Territory pursuant to this Agreement results inUnited States during the United States Term (each, or is reasonably expected to result in, any claim, suit or proceeding by a Third Party alleging infringement by Licensee or any of its Affiliates or its or their Sublicensees, (a “Third Party "Trademark Infringement Claim”"), including any defense or counterclaim in connection with an Infringement action initiated pursuant to Section 6.3.2, the Party first becoming aware each of such alleged infringement shall promptly notify the other Party thereof in writing. As between the Parties, Licensee Adolor and ---------------------------- GSK shall be responsible for defending Losses arising out of or resulting from such Trademark Infringement Claims of the Adolor Product Marketing Contribution or the GI Product Marketing Contribution (prior to any adjustment under Section 6.3.4), as applicable, and Adolor and GSK will assist one another and cooperate in the defense and settlement of such claimTrademark Infringement Claims at the other Party's request; provided, suit or proceedinghowever, at that in all cases referred to in this Section 2.4.8, neither Party shall be liable for any proportion of its sole cost and expense using counsel share of Licensee’s choice, the Losses in relation to technology licensed the Trademark Infringement Claim to the extent that such Losses were caused by the negligence or willful misconduct or wrongdoing of the other Party or any breach by the other Party of its representations, warranties or covenants or agreements hereunder. Further, to the extent Adolor has elected to receive royalties in relation to any Collaboration Product being sold in the United States and GSK has elected to use an Adolor Product Trademark on such GI Product under Section 2.4.2, GSK shall be liable for Losses with respect to any Exclusive Licensed TechnologyTrademark Infringement Claim raised against GSK except those Losses in relation to the Trademark Infringement Claim to the extent such Losses were caused by the negligence or willful misconduct or wrongdoing of Adolor or any breach by Adolor of its representations, and MedImmune warranties, covenants or agreements hereunder. Adolor shall not be responsible for defending any such claim, suit Losses arising out of or proceeding at proceeding at its sole cost and expense, using counsel of MedImmune’s choice resulting from Trademark Infringement Claims in relation to technology licensed under any Non-Exclusive Licensed Technology. MedImmune shall, and shall cause its Affiliates to, assist and cooperate with Licensee, as Licensee may reasonably request from time to time, in connection with its activities set out in this Section 6.4, including where necessary, furnishing Collaboration Product for which it does not receive a power percentage of attorney solely for the Adolor Product Marketing Contribution or a percentage of the GI Product Marketing Contribution unless such Confidential Portions of this Exhibit marked as [***] have been omitted pursuant Loss is related to a request for confidential treatment and have been filed separately with the Securities and Exchange Commission. Confidential Treatment Requested by Kiniksa Pharmaceuticals, Ltd. purpose Claim under Section 14.2(a) or joining in, or being named as a necessary party to, such action, providing access to relevant documents and other evidence and making its employees available at reasonable business hours; provided that Licensee shall reimburse MedImmune for its reasonable and verifiable out-of-pocket costs and expenses incurred in connection therewith. Licensee shall keep MedImmune reasonably informed of all material developments in connection with any such claim, suit or proceeding. Licensee agrees to provide MedImmune with copies of all material pleadings filed in such action and to allow MedImmune reasonable opportunity to participate in the defense of the claims. Any damages, or awards, including royalties incurred or awarded in connection with any Third Party Infringement Claim defended under this Section 6.4 shall be [***]14.2(b).

Infringement Claims by Third Parties. If the Exploitation of a Licensed Product in the Territory pursuant to this Agreement results in, or is reasonably expected to result in, any claim, suit or proceeding by a Third Party alleging infringement by Licensee or any of its Affiliates or its or their Sublicensees, distributors or customers (a “Third Party Infringement Claim”), including any defense or counterclaim in connection with an Infringement action initiated pursuant to Section 6.3.25.3, the Party first becoming aware of such alleged infringement Third Party Infringement Claim shall promptly notify the other Party thereof in writing. As between the Parties, Licensee shall be responsible for defending any such claim, suit or proceeding, at its sole cost and expense using counsel of Licensee’s choice, in relation to technology licensed under any Exclusive Licensed Technology, and MedImmune shall be responsible for defending any such claim, suit or proceeding at proceeding Third Party Infringement Claim at its sole cost and expense, using counsel of MedImmuneLicensee’s choice. AstraZeneca may participate in any such claim, suit or proceeding with counsel of its choice in relation at its sole cost and expense; provided that Licensee shall retain the right to technology licensed under any Non-Exclusive Licensed Technologycontrol such claim, suit or proceeding. MedImmune AstraZeneca shall, and shall cause its Affiliates to, assist and cooperate with Licensee, as Licensee may reasonably request from time to time, in connection with its activities set out forth in this Section 6.45.4, including where necessary, furnishing a power of attorney solely for such Confidential Portions of this Exhibit marked as [***] have been omitted pursuant to a request for confidential treatment and have been filed separately with the Securities and Exchange Commission. Confidential Treatment Requested by Kiniksa Pharmaceuticals, Ltd. purpose or joining in, or being named as a necessary party to, such action, providing access to relevant documents and other evidence and making its employees available at reasonable business hours; provided that Licensee shall reimburse MedImmune AstraZeneca for its reasonable and verifiable out-of-pocket costs and expenses incurred in connection therewith. Licensee shall keep MedImmune AstraZeneca reasonably informed of all material developments in connection with any such claim, suit or proceeding. Licensee agrees to provide MedImmune with copies of all material pleadings filed in such action and to allow MedImmune reasonable opportunity to participate in the defense of the claims. Any damages, or awards, including royalties incurred or awarded in connection with any Third Party Infringement Claim defended under this Section 6.4 5.4 shall be [***]borne by Licensee.

Infringement Claims by Third Parties. If the Exploitation of a Licensed Product in the Territory pursuant to this Agreement results in, or is reasonably expected to result in, any claim, suit or proceeding by a Third Party alleging infringement by Licensee or any of its Affiliates or its or their Sublicensees, (a “Third Party Infringement Claim”), including any defense defence or counterclaim in connection with an Infringement action initiated pursuant to Section 6.3.25.3, the Party first becoming aware of such alleged infringement shall promptly notify the other Party thereof in writing. As between the Parties, Licensee shall be responsible for defending any such claim, suit or proceeding, at its sole cost and expense using counsel of Licensee’s choice, in relation to technology licensed under any Exclusive Licensed Technology, and MedImmune shall be responsible for defending any such claim, suit or proceeding at proceeding at its sole cost and expense, using counsel of MedImmuneLicensee’s choice. AstraZeneca may participate in any such claim, suit or proceeding with counsel of its choice in relation at its sole cost and expense; provided that Licensee shall retain the right to technology licensed under any Non-Exclusive Licensed Technologycontrol such claim, suit or proceeding. MedImmune AstraZeneca shall, and shall cause its Affiliates to, assist and cooperate with Licensee, as Licensee may reasonably request from time to time, in connection with its activities set out forth in this Section 6.4Section, including where necessary, furnishing a power of attorney solely for such Confidential Portions of this Exhibit marked as [***] have been omitted pursuant to a request for confidential treatment and have been filed separately with the Securities and Exchange Commission. Confidential Treatment Requested by Kiniksa Pharmaceuticals, Ltd. purpose or joining in, or being named as a necessary party to, such action, providing access to relevant documents and other evidence and making its employees available at reasonable business hours; provided that Licensee shall reimburse MedImmune AstraZeneca for its reasonable and verifiable out-of-pocket costs and expenses incurred in connection therewith. Licensee shall keep MedImmune AstraZeneca reasonably informed of all material developments in connection with any such claim, suit or proceeding. Licensee agrees to provide MedImmune AstraZeneca with copies of all material pleadings filed in such action and to allow MedImmune AstraZeneca reasonable opportunity to participate in the defense defence of the claims. Any damages, or awards, including royalties incurred or awarded in connection with any Third Party Infringement Claim defended under this Section 6.4 5.4 shall be [***]borne by Licensee.

Infringement Claims by Third Parties. If the Exploitation of a Licensed Product in the Territory pursuant to this Agreement results in, or is reasonably expected to result in, any claim, suit or proceeding by a Third Party alleging infringement by Licensee Sanofi or any of its Affiliates or its or their Sublicensees, Distributors or customers (a “Third Party Infringement Claim”), including any defense or counterclaim in connection with an Infringement action initiated pursuant to Section 6.3.2, 8.5 the Party first Confidential materials omitted and filed separately with the Securities and Exchange Commission. Asterisks denote omissions. becoming aware of such alleged infringement shall promptly notify the other Party thereof in writing. As between the Parties, Licensee Sanofi shall be responsible for defending have the first right, but not the obligation, to defend and control the defense of any such claim, suit or proceeding, at its sole cost and expense using counsel of Licensee’s choice, in relation to technology licensed under any Exclusive Licensed Technology, and MedImmune shall be responsible for defending any such claim, suit or proceeding at proceeding at its sole cost and expense, using counsel of MedImmune’s its own choice. Lexicon may participate in any such claim, suit or proceeding with counsel of its choice at its sole cost and expense. If Sanofi or its designee elects (in relation a written communication submitted to technology licensed under Lexicon within a reasonable amount of time after notice of the alleged patent infringement) not to defend or control the defense of, or otherwise fails to initiate and maintain the defense of, any Non-Exclusive Licensed Technologysuch claim, suit or proceeding, within such time period so that Lexicon is not prejudiced by any delays, Lexicon may conduct and control the defense of any such claim, suit or proceeding at its sole cost and expense. MedImmune Where a Party controls such an action, the other Party shall, and shall cause its Affiliates to, assist and cooperate with Licenseethe controlling Party, as Licensee such controlling Party may reasonably request from time to time, in connection with its activities set out forth in this Section 6.48.7, including where necessary, furnishing a power of attorney solely for such Confidential Portions of this Exhibit marked as [***] have been omitted pursuant to a request for confidential treatment and have been filed separately with the Securities and Exchange Commission. Confidential Treatment Requested by Kiniksa Pharmaceuticals, Ltd. purpose or joining in, or being named as a necessary party to, such action, providing access to relevant documents and other evidence and making its employees available at reasonable business hours; provided that Licensee the controlling Party shall reimburse MedImmune such other Party for its reasonable and verifiable out-of-pocket costs and expenses incurred in connection therewith. Licensee Each Party shall keep MedImmune the other Party reasonably informed of all material developments in connection with any such claim, suit or proceeding. Licensee agrees to provide MedImmune with copies of all material pleadings filed in such action and to allow MedImmune reasonable opportunity to participate in the defense of the claims. Any damages, or awards, including royalties incurred or awarded in connection with any Third Party Infringement Claim defended under this Section 6.4 shall be [***].

Infringement Claims by Third Parties. If the Development, Manufacture, Commercialization or other Exploitation of a Licensed Compound, Product or Diagnostic Product in the Territory pursuant to this Agreement results in, or is reasonably expected to may result in, any claim, suit or proceeding by a Third Party alleging Patent infringement by Licensee a Party (or any of its Affiliates or its or their Sublicensees, (a “Third Party Infringement Claim”), including any defense or counterclaim in connection with an Infringement action initiated pursuant to Section 6.3.2, the Party (or its Patent Liaison) first becoming aware having knowledge of such alleged infringement claim, suit or proceeding shall promptly notify the other Party thereof in writing. As between BII, in consultation with the PartiesPatent Liaisons, Licensee shall have the first right, but not the obligation, to defend and control the defense of any such claim, suit or proceeding at its own expense, using counsel of its own choice. Epizyme may participate in any such claim, suit or proceeding with counsel of its choice at its own expense. Without limitation of the foregoing, if BII finds it necessary or desirable to join Epizyme as a party to any such action, Epizyme shall execute all papers and perform such acts as shall be responsible for defending reasonably required at BII’s expense. If BII elects (in a written communication submitted to Epizyme within a reasonable amount of time after notice of the alleged Patent infringement) not to defend or control the defense of, or otherwise fails to initiate and maintain the defense of, any such claim, suit or proceeding, at its sole cost and expense using counsel of Licensee’s choicewithin such time periods so that Epizyme is not prejudiced by any delays, Epizyme, in relation to technology licensed under any Exclusive Licensed Technologyconsultation with the Patent Liaisons, may conduct and MedImmune shall be responsible for defending control the defense of any such claim, suit or proceeding at proceeding at its sole cost and own expense, using counsel of MedImmune. Each Party’s choice in relation to technology licensed under any Non-Exclusive Licensed Technology. MedImmune shall, and shall cause its Affiliates to, assist and cooperate with Licensee, as Licensee may reasonably request from time to time, in connection with its activities set out in this Section 6.4, including where necessary, furnishing a power of attorney solely for such Confidential Portions of this Exhibit marked as [***] have been omitted pursuant to a request for confidential treatment and have been filed separately with the Securities and Exchange Commission. Confidential Treatment Requested by Kiniksa Pharmaceuticals, Ltd. purpose or joining in, or being named as a necessary party to, such action, providing access to relevant documents and other evidence and making its employees available at reasonable business hours; provided that Licensee shall reimburse MedImmune for its reasonable and verifiable out-of-pocket costs and expenses incurred in connection therewith. Licensee Patent Liaison shall keep MedImmune the other Party’s Patent Liaison reasonably informed of all material developments in connection with any such claim, suit or proceeding. Licensee agrees to Each Party’s Patent Liaison shall provide MedImmune the other Party’s Patent Liaison with copies of all material pleadings filed in such action and to allow MedImmune the other Party’s Patent Liaison a reasonable opportunity to participate in the defense of the claims. Any damagesIn case either Party desires to submit a counterclaim in such defensive action, Section 8.3 (Enforcement of Patents) applies in case such counterclaim concerns the enforcement of an Epizyme Patent, Joint Patent or awardsBII Patent, including royalties incurred or awarded in connection with respect to any Third Party Infringement Claim defended under this Section 6.4 shall be [***]recoveries realized as a result of such counterclaim.

Infringement Claims by Third Parties. If the Exploitation of a Licensed Product in the Territory pursuant to this Agreement results in, or is reasonably expected to result in, any claim, suit or proceeding by a Third Party alleging infringement by Licensee or any of its Affiliates or its or their Sublicensees, distributors or customers (a “Third Party Infringement Claim”), including any defense or counterclaim in connection with an Infringement action initiated pursuant to Section 6.3.25.3, the Party first becoming aware of such alleged infringement Third Party Infringement Claim shall promptly notify the other Party thereof in writing. As between the Parties, Licensee shall be responsible for defending any such claim, suit or proceeding, at its sole cost and expense using counsel of Licensee’s choice, in relation to technology licensed under any Exclusive Licensed Technology, and MedImmune shall be responsible for defending any such claim, suit or proceeding at proceeding Third Party Infringement Claim at its sole cost and expense, using counsel of MedImmuneLicensee’s choice. MedImmune may participate in any such claim, suit or proceeding with counsel of its choice in relation at its sole cost and expense; provided that Licensee shall retain the right to technology licensed under any Non-Exclusive Licensed Technologycontrol such claim, suit or proceeding. MedImmune shall, and shall cause its Affiliates to, assist and cooperate with Licensee, as Licensee may reasonably request from time to time, in connection with its activities set out forth in this Section 6.45.4, including where necessary, furnishing a power of attorney solely for such Confidential Portions of this Exhibit marked as [***] have been omitted pursuant to a request for confidential treatment and have been filed separately with the Securities and Exchange Commission. Confidential Treatment Requested by Kiniksa Pharmaceuticals, Ltd. purpose or joining in, or being named as a necessary party to, such action, providing access to relevant documents and other evidence and making its employees available at reasonable business hours; provided that Licensee shall reimburse MedImmune for its reasonable and verifiable out-of-pocket costs and expenses incurred in connection therewith. Licensee shall keep MedImmune reasonably informed of all material developments in connection with any such claim, suit or proceeding. Licensee agrees to provide MedImmune with copies of all material pleadings filed in such action and to allow MedImmune reasonable opportunity to participate in the defense of the claims. Any damages, or awards, including royalties incurred or awarded in connection with any Third Party Infringement Claim defended under this Section 6.4 5.4 shall be [***]borne by Licensee, except for those Losses for which MedImmune has an obligation to indemnify Licensee pursuant to Section 8.2 .

Infringement Claims by Third Parties. If the Exploitation manufacture, sale, or use of a Discovery Construct or Licensed Product in the Territory pursuant to this Agreement results in, or is reasonably expected to may result in, any claim, suit suit, or proceeding by a Third Party alleging patent infringement by Licensee AbbVie (or any of its Affiliates or its or their Sublicensees, (a “Third Party Infringement Claim”), including any defense or counterclaim in connection with an Infringement action initiated pursuant to Section 6.3.2, the Party first becoming aware of such alleged infringement AbbVie shall promptly notify the other Party Harpoon thereof in writing. As between AbbVie shall have the Partiesfirst right, Licensee shall be responsible for defending but not the obligation, to defend and control the defense of any such claim, suit or proceedingsuit, at its sole cost and expense using counsel of Licensee’s choice, in relation to technology licensed under any Exclusive Licensed Technology, and MedImmune shall be responsible for defending any such claim, suit or proceeding at proceeding at its sole cost and own expense, using counsel of MedImmune’s choice its own choice. Harpoon may participate in relation to technology licensed under any Non-Exclusive Licensed Technology. MedImmune shallsuch claim, and shall cause its Affiliates to, assist and cooperate with Licensee, as Licensee may reasonably request from time to time, in connection with its activities set out in this Section 6.4, including where necessary, furnishing a power of attorney solely for such Confidential Portions of this Exhibit marked as [***] have been omitted pursuant to a request for confidential treatment and have been filed separately with the Securities and Exchange Commission. Confidential Treatment Requested by Kiniksa Pharmaceuticals, Ltd. purpose or joining insuit, or being named proceeding with counsel of its choice at its own expense. Without limitation of the foregoing, if AbbVie finds it necessary or desirable to join Harpoon as a necessary party to, to any such action, providing access Harpoon shall, at AbbVie’s expense, execute all papers and perform such acts as shall be reasonably required. If AbbVie elects (in a written communication submitted to relevant documents Harpoon within a reasonable amount of time after notice of the alleged patent infringement) not to defend or control the defense of, or otherwise fails to initiate and other evidence maintain the defense of, any such claim, suit, or proceeding, within such time periods so that Harpoon is not prejudiced by any delays, Harpoon may conduct and making control the defense of any such claim, suit, or proceeding at its employees available at reasonable business hours; provided that Licensee shall reimburse MedImmune for its reasonable and verifiable out-of-pocket costs and expenses incurred in connection therewithown expense. Licensee Each Party shall keep MedImmune the other Party reasonably informed of all material developments in connection with any such claim, suit suit, or proceeding. Licensee agrees to provide MedImmune with copies of all material pleadings filed in such action and to allow MedImmune reasonable opportunity to participate in the defense of the claims. Any damages, or awards, including royalties incurred or awarded in connection with any Third Party Infringement Claim defended [***] under this Section 6.4 8.4 shall be [***].

Infringement Claims by Third Parties. If the Exploitation of a the Licensed Product Compounds or the Licensed Products in the Territory pursuant to this Agreement results in, or is reasonably expected to result in, any claim, suit or proceeding by a Third Party alleging infringement Infringement by Licensee or any of its Affiliates or its or their Sublicensees, (a “Third Party Infringement Claim”)distributors or customers, including any defense or counterclaim in connection with an Infringement action initiated pursuant to Section 6.3.25.3.2 (Enforcement of Patents) (a “Third Party Infringement Claim”), the Party first becoming aware of such alleged infringement Infringement shall promptly notify the other Party thereof in writing. As between the Parties, Licensee shall be responsible for defending have the first right to defend against any such claimThird Party Infringement Claim, suit or proceeding, at its sole cost and expense using counsel of Licensee’s choice, and Licensee shall solely bear all costs and expenses (including any damages, awards, royalties, settlement amounts and other liabilities) incurred by Licensee or any of its Affiliates or its or their Sublicensees, distributors or customers in relation to technology licensed under any Exclusive Licensed Technology, and MedImmune shall be responsible for defending connection with such Third Party Infringement Claim. AstraZeneca may participate in any such claim, suit or proceeding at proceeding with counsel of its choice at its sole cost and expense; provided that Licensee shall retain the right to control such claim, using counsel of MedImmune’s choice in relation to technology licensed under any Non-Exclusive Licensed Technologysuit or proceeding. MedImmune AstraZeneca shall, and shall cause its Affiliates to, assist and cooperate with Licensee, as Licensee may reasonably request from time to time, in connection with its activities set out forth in this Section 6.45.4 (Infringement Claims by Third Parties), including including, where necessary, furnishing a power of attorney solely for such Confidential Portions of this Exhibit marked as [***] have been omitted pursuant to a request for confidential treatment and have been filed separately with the Securities and Exchange Commission. Confidential Treatment Requested by Kiniksa Pharmaceuticals, Ltd. purpose or joining in, or being named as a necessary party to, such action, providing access to relevant documents and other evidence evidence, and making its employees available at reasonable business hours; provided that Licensee shall reimburse MedImmune AstraZeneca for its reasonable and verifiable out-of-pocket costs and expenses incurred in connection therewith. If Licensee shall keep MedImmune reasonably informed of all material developments in connection with any or its designee does not take commercially reasonable steps to defend against such claim, suit or proceeding. Licensee agrees proceeding within [***] days following the first notice provided above with respect to provide MedImmune with copies of all material pleadings filed in such action and to allow MedImmune reasonable opportunity to participate in the defense of the claims. Any damages, or awards, including royalties incurred or awarded in connection with any Third Party Infringement Claim defended under this Section 6.4 shall be or, provided such date occurs after the first such notice of such Third Party Infringement Claim is provided, [***]] Business Days before the time limit, if any, set forth in Applicable Law for filing of such actions, whichever comes first, then (a) Licensee shall so notify AstraZeneca and (b) AstraZeneca may defend at its discretion against such Third Party Infringement Claim at its sole cost and expense; provided that AstraZeneca shall not enter into any settlement of any claim described in this Section 5.4 that incurs any financial liability on the part of Licensee, requires an admission of liability, wrongdoing or fault on the part of Licensee, without Licensee’s prior written consent, in each case, such consent not to be unreasonably withheld, conditioned or delayed.

Infringement Claims by Third Parties. If the Exploitation of a the Licensed Product Compounds or the Licensed Products in the Field in the Territory pursuant to this Agreement results in, or is reasonably expected to result in, any claim, suit or proceeding by a Third Party alleging infringement Infringement by Licensee Newsoara or any of its Affiliates or its or their Sublicensees, (a “Third Party Infringement Claim”)distributors or customers, including any defense or counterclaim in connection with an Infringement action initiated pursuant to Section 6.3.28.3 (Enforcement of Patents) (a “Third Party Infringement Claim”), the Party first becoming aware of such alleged infringement Infringement shall promptly notify the other Party thereof in writing. As between the Parties, Licensee Newsoara shall be responsible for defending defend against any such claimThird Party Infringement Claim in the Territory, suit or proceeding, at its sole cost and expense using counsel of LicenseeNewsoara’s choice. Fifty percent (50%) of all costs and expenses (including any damages, awards, royalties, settlement amounts and other liabilities) incurred by Newsoara or any of its Affiliates or its or their Sublicensees, distributors or customers in relation connection with such Third Party Infringement Claim may be offset from the payments due to technology licensed under any Exclusive Licensed Technology, and MedImmune shall be responsible AUM for defending the corresponding Calendar Year or one or more years thereafter. AUM may participate in any such claim, suit or proceeding at proceeding with counsel of its choice at its sole cost and expense; provided that Newsoara shall retain the right to control such claim, using counsel of MedImmune’s choice in relation to technology licensed under any Non-Exclusive Licensed Technologysuit or proceeding. MedImmune AUM shall, and shall cause its Affiliates to, assist and cooperate with LicenseeNewsoara, as Licensee Newsoara may reasonably request from time to time, in connection with its activities set out forth in this Section 6.48.4 (Infringement Claims by Third Parties), including including, where necessary, furnishing a power of attorney solely for such Confidential Portions of this Exhibit marked as [***] have been omitted pursuant to a request for confidential treatment and have been filed separately with the Securities and Exchange Commission. Confidential Treatment Requested by Kiniksa Pharmaceuticals, Ltd. purpose or joining in, or being named as a necessary party to, such action, providing access to relevant documents and other evidence evidence, and making its employees available at reasonable business hours; provided that Licensee shall reimburse MedImmune for its reasonable and verifiable out-of-pocket costs and expenses incurred in connection therewith. Licensee Newsoara shall keep MedImmune AUM reasonably informed of all material developments in connection with any such claim, suit or proceeding. Licensee Newsoara agrees to provide MedImmune AUM with copies of all material pleadings filed in such action and to allow MedImmune consider in good faith and not unreasonably refuse to incorporate into its pleadings any timely and reasonable opportunity to participate in the defense of the claims. Any damages, or awards, including royalties incurred or awarded in connection comments from AUM with any Third Party Infringement Claim defended under this Section 6.4 shall be [***]respect thereto.

Infringement Claims by Third Parties. If the Exploitation of a Licensed Product in the Licensed Field in the Territory pursuant to this Agreement results in, or is reasonably expected to result in, any claim, suit or proceeding by a Third Party against Everest or any of its Affiliates or Sublicensees alleging infringement by Licensee Everest or any of its Affiliates or its or their Sublicensees, distributors or customers (a “Third Party Infringement Claim”), including any [***] = CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY BRACKETS, HAS BEEN OMITTED BECAUSE THE INFORMATION (I) IS NOT MATERIAL AND (II) WOULD BE COMPETITIVELY HARMFUL IF PUBLICLY DISCLOSED. defense or counterclaim in connection with an a Product Infringement action initiated pursuant to Section 6.3.210.4(b) (Enforcement of Assigned Patents and Joint Patents), the Party first becoming aware of such alleged infringement shall promptly notify the other Party thereof in writing. As between the Parties, Licensee shall be responsible for defending any such claim, suit or proceeding, at its sole cost and expense using counsel of Licensee’s choice, in relation subject to technology licensed under any Exclusive Licensed Technology, and MedImmune ARTICLE 14 (Indemnification; Liability): (a) Everest shall be responsible for defending any such claim, suit or proceeding at proceeding at its sole cost and expense, using counsel of MedImmuneEverest’s choice; (b) Sxxxx may participate in any such claim, suit or proceeding with counsel of its choice in relation at its sole cost and expense; provided that Everest shall retain the right to technology licensed under any Non-Exclusive Licensed Technology. MedImmune control such claim, suit or proceeding; (c) Sxxxx shall, and shall cause its Affiliates to, assist and cooperate co-operate with LicenseeEverest, as Licensee Everest may reasonably request from time to time, in connection with its activities set out forth in this Section 6.410.5 (Infringement Claims by Third Parties), including where necessary, furnishing a power of attorney solely for such Confidential Portions of this Exhibit marked as [***] have been omitted pursuant to a request for confidential treatment and have been filed separately with the Securities and Exchange Commission. Confidential Treatment Requested by Kiniksa Pharmaceuticals, Ltd. purpose or joining in, or being named as a necessary party to, such action, providing access to relevant documents and other evidence and making its employees available at reasonable business hours; provided that Licensee Everest shall reimburse MedImmune Sxxxx for its reasonable and verifiable out-of-pocket costs and expenses incurred in connection therewith. Licensee ; (d) Everest shall keep MedImmune Sxxxx reasonably informed of all material developments in connection with any such claim, suit or proceeding. Licensee ; (e) Everest agrees to provide MedImmune Sxxxx with copies of all material pleadings filed in such action and to allow MedImmune Sxxxx reasonable opportunity to participate in the defense of the claims. Any Claims; and (f) any damages, or awards, including royalties royalties, incurred or awarded in connection with any Third Party Infringement Claim defended under this Section 6.4 10.5 (Infringement Claims by Third Parties) shall be [***]borne by Everest subject to ARTICLE 14 (Indemnification; Liability).

Infringement Claims by Third Parties. If the Exploitation manufacture, sale, or use of a Discovery Probody, Discovery PDC or Licensed Product in the Territory pursuant to this Agreement results in, or is reasonably expected to may result in, any claim, suit suit, or proceeding by a Third Party alleging patent infringement by Licensee AbbVie (or any of its Affiliates or its or their Sublicensees, (a “Third Party Infringement Claim”), including any defense or counterclaim in connection with an Infringement action initiated pursuant to Section 6.3.2, the Party first becoming aware of such alleged infringement AbbVie shall promptly notify the other Party Licensor thereof in writing. As between AbbVie shall have the Partiesfirst right, Licensee shall be responsible for defending but not the obligation, to defend and control the defense of any such claim, suit suit, or proceeding, proceeding at its sole cost and own expense (but subject to - 45 - deduction as provided below), using counsel of Licensee’s its own choice, . Licensor may participate in relation to technology licensed under any Exclusive Licensed Technology, and MedImmune shall be responsible for defending any such claim, suit suit, or proceeding at proceeding with counsel of its choice at its sole cost and own expense. Without limitation of the foregoing, using counsel of MedImmune’s choice in relation if AbbVie finds it necessary or desirable to technology licensed under any Non-Exclusive Licensed Technology. MedImmune shall, and shall cause its Affiliates to, assist and cooperate with Licensee, as Licensee may reasonably request from time to time, in connection with its activities set out in this Section 6.4, including where necessary, furnishing a power of attorney solely for such Confidential Portions of this Exhibit marked as [***] have been omitted pursuant to a request for confidential treatment and have been filed separately with the Securities and Exchange Commission. Confidential Treatment Requested by Kiniksa Pharmaceuticals, Ltd. purpose or joining in, or being named join Licensor as a necessary party to, to any such action, providing access to relevant documents Licensor shall execute all papers and other evidence and making its employees available at reasonable business hours; perform such acts as shall be reasonably required, provided that Licensee shall reimburse MedImmune for its reasonable and verifiable AbbVie reimburses any out-of-pocket costs incurred by Licensor as a result. If AbbVie elects (in a written communication submitted to Licensor within a reasonable amount of time after notice of the alleged patent infringement) not to defend or control the defense of, or otherwise fails to initiate and expenses incurred in connection therewithmaintain the defense of, any such claim, suit, or proceeding, within such time periods so that Licensor is not prejudiced by any delays, Licensor may conduct and control the defense of any such claim, suit, or proceeding at its own expense. Licensee Each Party shall keep MedImmune the other Party reasonably informed of all material developments in connection with any such claim, suit suit, or proceeding. Licensee agrees to provide MedImmune with copies of all material pleadings filed in such action and to allow MedImmune reasonable opportunity to participate in the defense of the claims. Any damages, or awards, including royalties incurred or awarded in connection with any Third Party Infringement Claim defended under this Section 6.4 shall be [***].

Infringement Claims by Third Parties. If the Exploitation of a Licensed Product in the Territory pursuant to this Agreement results in, or is reasonably expected to result in, any claim, suit or proceeding by a Third Party alleging infringement by Licensee Biohaven or any of its Affiliates or its or their Sublicensees, Sublicensees (a “Third Party Infringement Claim”), including any defense or counterclaim in connection with an Infringement action initiated pursuant to Section 6.3.25.3, the Party first becoming aware of such alleged infringement shall promptly notify the other Party thereof in writing. As between the Parties, Licensee shall be responsible for defending any such claim, suit or proceeding, at its sole cost and expense using counsel of Licensee’s choice, in relation to technology licensed under any Exclusive Licensed Technology, and MedImmune Biohaven shall be responsible for defending any such claim, suit or proceeding at proceeding at its sole cost and expense, using counsel of MedImmuneBiohaven’s choice. Highlightll may participate in any such claim, suit or proceeding with counsel of its choice in relation at its sole cost and expense; provided that Biohaven shall retain the right to technology licensed under any Non-Exclusive Licensed Technologycontrol such claim, suit or proceeding. MedImmune Highlightll shall, and shall cause its Affiliates to, assist and cooperate with LicenseeBiohaven, as Licensee Biohaven may reasonably request from time to time, in connection with its activities set out forth in this Section 6.4Section, including where necessary, furnishing a power of attorney solely for such Confidential Portions of this Exhibit marked as [***] have been omitted pursuant to a request for confidential treatment and have been filed separately with the Securities and Exchange Commission. Confidential Treatment Requested by Kiniksa Pharmaceuticals, Ltd. purpose or joining in, or being named as a necessary party to, such action, providing CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY [***], HAS BEEN OMITTED BECAUSE IT IS BOTH (I) NOT MATERIAL AND (II) THE TYPE THE REGISTRANT TREATS AS PRIVATE OR CONFIDENTIAL. access to relevant documents and other evidence and making its employees available at reasonable business hours; provided that Licensee Biohaven shall reimburse MedImmune Highlightll for its reasonable and verifiable out-of-pocket costs and expenses incurred in connection therewiththerewith and that Highlightll may request a reasonable indemnity against Third Party claims against Highlightll resulting from such assistance or cooperation. Licensee Biohaven shall keep MedImmune Highlightll reasonably informed of all material developments in connection with any such claim, suit or proceeding. Licensee Biohaven agrees to provide MedImmune Highlightll with copies of all material pleadings filed in such action and to allow MedImmune Highlightll reasonable opportunity to participate in the defense of the claims. Biohaven shall have the right to settle such Third Party Infringement Claims; provided that Biohaven shall not have the right to settle any Third Party Infringement Claim in a manner that has a material adverse effect on the rights or interest of Highlightll or in a manner that imposes any costs or liability on or involves any admission by Highlightll, without the express written consent of Highlightll (which consent shall not be unreasonably withheld, conditioned or delayed). Any damages, or awards, including royalties incurred or awarded in connection with any Third Party Infringement Claim defended under this Section 6.4 5.4 shall be [***]borne by Biohaven.

Infringement Claims by Third Parties. If the Exploitation of a Licensed Product in the Licensed Field in the Pfizer Territory pursuant to this Agreement results in, or is reasonably expected to result in, any claim, suit or proceeding by a Third Party against Pfizer or any of its Affiliates or Sublicensees alleging infringement by Licensee Pfizer or any of its Affiliates or its or their Sublicensees, distributors or customers (a “Third Party Infringement Claim XE "Third Party Infringement Claim" \t "See 9.5" ”), including any defense or counterclaim in connection with an a Product Infringement action initiated pursuant to Section 6.3.29.4(b) (Enforcement of Licensed Patents and Joint Patents), the Party first becoming aware of such alleged infringement shall promptly notify the other Party thereof in writing. As between the Parties, Licensee subject to ARTICLE 13 (Indemnification; Liability): (a) Pfizer shall be responsible for defending have the first right, but not the obligation, to defend any such claim, suit or proceeding, at its sole cost and expense using counsel of Licensee’s choice, in relation to technology licensed under any Exclusive Licensed Technology, and MedImmune shall be responsible for defending any such claim, suit or proceeding at proceeding at its sole cost and expense, using counsel of MedImmunePfizer’s choice; (b) Sxxxx may participate in any such claim, suit or proceeding with counsel of its choice in relation at its sole cost and expense; provided that Pfizer shall retain the right to technology licensed under any Non-Exclusive Licensed Technology. MedImmune control such claim, suit or proceeding; (c) Sxxxx shall, and shall cause its Affiliates to, assist and cooperate co-operate with LicenseePfizer, as Licensee it may reasonably request from time to time, in connection with its activities set out forth in this Section 6.49.5 (Infringement Claims by Third Parties), including where necessary, furnishing a power of attorney solely for such Confidential Portions of this Exhibit marked as [***] have been omitted pursuant to a request for confidential treatment and have been filed separately with the Securities and Exchange Commission. Confidential Treatment Requested by Kiniksa Pharmaceuticals, Ltd. purpose or joining in, or being named as a necessary party to, such action, providing access to relevant documents and other evidence and making its employees available at reasonable business hours; provided that Licensee Pfizer shall reimburse MedImmune Sxxxx for its reasonable and verifiable out-of-pocket costs and expenses incurred in connection therewith. Licensee ; (d) Pfizer shall keep MedImmune Sxxxx reasonably informed of all material developments in connection with any such claim, suit or proceeding. Licensee ; (e) Pfizer agrees to provide MedImmune Sxxxx with copies of all material pleadings filed in such action and to allow MedImmune Sxxxx reasonable opportunity to participate in the defense of the claimsClaims. If Pfizer fails to defend such claim, suit or proceeding in any jurisdiction in the Pfizer Territory within (A) [***] Business Days following the notice of alleged infringement or (B) [***] Business Days before the time limit, if any, set forth in the Applicable Laws for the filing of such actions, whichever comes first, Sxxxx shall have the right, but not the obligation, to bring and control any such action in such jurisdiction in the Pfizer Territory at its own expense and by counsel of its own choice, and provisions of the preceding sentence shall apply mutatis mutandis to such proceeding and the conduct thereof. Any damages, or awards, including royalties royalties, incurred or awarded in connection with any Third Party Infringement Claim defended under this Section 6.4 9.5 (Infringement Claims by Third Parties) shall be shared by Pfizer and Sxxxx, in proportion to (1) [***] percent ([***]%) shall be allocated to the Party prosecuting and/or defending such suit or action and (2) [***] percent ([***]%) shall be allocated to the Party not prosecuting and/or defending such action; provided, that any amounts awarded and paid to Pfizer (whether by settlement, judgment, award or otherwise), other than punitive damages, shall be considered Net Sales for purposes of (and subject to the royalty obligations under) Section 8.4 (Royalty Payments) and Cumulative Net Sales for purposes of the Sales Milestone Events set forth in Section 8.3 (Commercial Milestones), in each case subject to ARTICLE 13 (Indemnification; Liability).

Infringement Claims by Third Parties. If the Exploitation manufacture, sale, or use of a Licensed Compound or Licensed Product in the Territory pursuant to this Agreement results in, or is reasonably expected to may result in, any claim, suit suit, or proceeding by a Third Party alleging patent infringement by Licensee AbbVie (or any of its Affiliates or its or their Sublicensees, (a “Third Party Infringement Claim”), including any defense or counterclaim in connection with an Infringement action initiated pursuant to Section 6.3.2, the Party first becoming aware of such alleged infringement AbbVie shall promptly notify the other Party Licensor thereof in writing. As between AbbVie shall have the Partiesfirst right, Licensee shall be responsible for defending but not the obligation, to defend and control the defense of any such claim, suit suit, or proceeding, proceeding at its sole cost and own expense (but subject to deduction as provided below), using counsel of Licensee’s its own choice, . Licensor may participate in relation to technology licensed under any Exclusive Licensed Technology, and MedImmune shall be responsible for defending any such claim, suit suit, or proceeding with counsel of its choice at its own expense. Without limitation of the foregoing, if AbbVie finds it necessary or desirable to join Licensor as a party to any such action, Licensor shall execute all papers and perform such acts as shall be reasonably required. If AbbVie elects (in a written communication submitted to Licensor within a reasonable amount of time after notice of the alleged patent infringement) not to defend or control the defense of, or otherwise fails to initiate and maintain the defense of, any such claim, suit, or proceeding, within such time periods so that Licensor is not prejudiced by any delays, Licensor may conduct and control the defense of any such claim, suit, or proceeding at proceeding at its sole cost and own expense, using counsel of MedImmune’s choice in relation to technology licensed under any Non-Exclusive Licensed Technology. MedImmune shall, and shall cause its Affiliates to, assist and cooperate with Licensee, as Licensee may reasonably request from time to time, in connection with its activities set out in this Section 6.4, including where necessary, furnishing a power of attorney solely for such Confidential Portions of this Exhibit marked as [***] have been omitted pursuant to a request for confidential treatment and have been filed separately with the Securities and Exchange Commission. Confidential Treatment Requested by Kiniksa Pharmaceuticals, Ltd. purpose or joining in, or being named as a necessary party to, such action, providing access to relevant documents and other evidence and making its employees available at reasonable business hours; provided that Licensee shall reimburse MedImmune for its reasonable and verifiable out-of-pocket costs and expenses incurred in connection therewith. Licensee Each Party shall keep MedImmune the other Party reasonably informed of all material developments in connection with any such claim, suit suit, or proceeding. Licensee agrees Any recoveries by a Party of any sanctions awarded to provide MedImmune with copies of all material pleadings filed in such action Party and to allow MedImmune reasonable opportunity to participate in the defense of the claims. Any damages, or awards, including royalties incurred or awarded in connection with any Third Party Infringement Claim against a party asserting a claim being defended under this Section 6.4 7.4 shall be applied as follows: such recovery shall be applied first to reimburse AbbVie and/or Licensor for its reasonable out-of-pocket costs of defending such claim, suit, or proceedings, and (b) the balance of any such recoveries [*] shall be [***]. [ ] = Certain confidential information contained in this document, marked by brackets, is filed with the Securities and Exchange Commission pursuant to Rule 406 of the Securities Act of 1933, as amended.

Infringement Claims by Third Parties. If the Exploitation of a Licensed Product in the Territory pursuant to this Agreement results in, or is reasonably expected to result in, any claim, suit or proceeding by a Third Party alleging infringement by Licensee or any of its Affiliates or its or their Sublicensees, (a “"Third Party Infringement Claim”"), including any defense defence or counterclaim in connection with an Infringement action initiated pursuant to Section 6.3.25.3, the Party first becoming aware of such alleged infringement shall promptly notify the other Party thereof in writing. As between the Parties, Licensee shall be responsible for defending any such claim, suit or proceeding, at its sole cost and expense using counsel of Licensee’s choice, in relation to technology licensed under any Exclusive Licensed Technology, and MedImmune shall be responsible for defending any such claim, suit or proceeding at proceeding at its sole cost and expense, using counsel of MedImmuneLicensee’s choice. AstraZeneca may participate in any such claim, suit or proceeding with counsel of its choice in relation at its sole cost and expense; provided that Licensee shall retain the right to technology licensed under any Non-Exclusive Licensed Technologycontrol such claim, suit or proceeding. MedImmune AstraZeneca shall, and shall cause its Affiliates to, assist and cooperate with Licensee, as Licensee may reasonably request from time to time, in connection with its activities set out forth in this Section 6.4Section, including where necessary, furnishing a power of attorney solely for such Confidential Portions of this Exhibit marked as [***] have been omitted pursuant to a request for confidential treatment and have been filed separately with the Securities and Exchange Commission. Confidential Treatment Requested by Kiniksa Pharmaceuticals, Ltd. purpose or joining in, or being named as a necessary party to, such action, providing access to relevant documents and other evidence and making its employees available at reasonable business hours; provided that Licensee shall reimburse MedImmune AstraZeneca for its reasonable and verifiable out-of-pocket costs and expenses incurred in connection therewith. Licensee shall keep MedImmune AstraZeneca reasonably informed of all material developments in connection with any such claim, suit or proceeding. Licensee agrees to provide MedImmune AstraZeneca with copies of all material pleadings filed in such action and to allow MedImmune AstraZeneca reasonable opportunity to participate in the defense defence of the claims. Any damages, or awards, including royalties incurred or awarded in connection with any Third Party Infringement Claim defended under this Section 6.4 5.4 shall be borne by Licensee. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED FOR PORTIONS OF THIS EXHIBIT. THE COPY FILED HEREWITH OMITS THE INFORMATION SUBJECT TO A CONFIDENTIALITY REQUEST. OMISSIONS ARE DESIGNATED [***].. A COMPLETE VERSION OF THIS EXHIBIT HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION. ***Text Omitted and Filed Separately Confidential Treatment Requested Under 17 C.F.R. §§ 200.80(B)(4) and 240.24b-2

Infringement Claims by Third Parties. If the Exploitation of a Licensed Product in the Territory pursuant to this Agreement results in, or is reasonably expected to result in, any claim, suit or proceeding by a Third Party alleging infringement Infringement by Licensee or any of its Affiliates or its or their Sublicensees, distributors or customers (a “Third Party Infringement Claim”), including any defense or counterclaim in connection with an Infringement action initiated pursuant to Section 6.3.2this Clause 6.4 (Infringement Claims by Third Parties), the Party first becoming aware of such alleged infringement Infringement shall promptly notify the other Party thereof in writing. As between the Parties, Licensee shall be responsible for defending any such claim, suit or proceeding, at its sole cost and expense using counsel of Licensee’s choice, in relation to technology licensed under any Exclusive Licensed Technology, and MedImmune shall be responsible for defending any such claim, suit or proceeding at proceeding at its sole cost and expense, using counsel of MedImmune’s Licensee's choice. ArQule may participate in any such claim, suit or proceeding with counsel of its choice in relation at its sole cost and expense; provided that Licensee shall retain the right to technology licensed under any Non-Exclusive Licensed TechnologyControl such claim, suit or proceeding. MedImmune ArQule shall, and shall cause its Affiliates to, assist Assist and cooperate co-operate with Licensee, as Licensee may reasonably request from time to time, in connection with its activities set out forth in this Section 6.4Clause 6.4 (Infringement Claims by Third Parties), including where necessary, furnishing a power of attorney solely for such Confidential Portions of this Exhibit marked as [***] have been omitted pursuant to a request for confidential treatment and have been filed separately with the Securities and Exchange Commission. Confidential Treatment Requested by Kiniksa Pharmaceuticals, Ltd. purpose or joining in, or being named as a necessary party to, such action, providing access to relevant documents and other evidence and making its employees available at reasonable business hours; provided provided, further, that Licensee shall reimburse MedImmune ArQule for its reasonable and verifiable out-of-pocket costs and expenses incurred in connection therewith. Licensee shall keep MedImmune ArQule reasonably informed of all material developments Developments in connection with any such claim, suit or proceeding. Licensee agrees to provide MedImmune ArQule with copies of all material pleadings filed in such action and to allow MedImmune ArQule reasonable opportunity to participate in the defense of the claims. Any damages, or awards, including royalties incurred or awarded in connection with any Third Party Infringement Claim defended under this Section Clause 6.4 (Infringement Claims by Third Parties) shall be [borne by Licensee, subject to Clause 5.4(d) (Reductions) in the case of royalties. Notwithstanding the above, Licensee shall not enter into any settlement of any such claim without the prior written consent of ArQule if such settlement would require ArQule to be subject to an injunction or to make any monetary payment to Licensee or any Third Party, or admit any wrongful conduct by ArQule or its Affiliates, or would limit or restrict the claims of or admit any invalidity and/or unenforceability of any of the Patents Controlled by ArQule. Confidential Materials omitted and filed separately with the Securities and Exchange Commission. ***]Triple asterisks denote omissions.

Infringement Claims by Third Parties. If the Exploitation of a Licensed Product in the Territory pursuant to this Agreement results in, or is reasonably expected to result in, any claim, suit or proceeding by a Third Party alleging infringement by Licensee or any of its Affiliates or its or their Sublicensees, (a “"Third Party Infringement Claim”"), including any defense defence or counterclaim in connection with an Infringement action initiated pursuant to Section 6.3.25.3, the Party first becoming aware of such alleged infringement shall promptly notify the other Party thereof in writing. As between the Parties, Licensee shall be responsible for defending any such claim, suit or proceeding, at its sole cost and expense using counsel of Licensee’s choice, in relation to technology licensed under any Exclusive Licensed Technology, and MedImmune shall be responsible for defending any such claim, suit or proceeding at proceeding at its sole cost and expense, using counsel of MedImmuneLicensee’s choice. AstraZeneca may participate in any such claim, suit or proceeding with counsel of its choice in relation at its sole cost and expense; provided that Licensee shall retain the right to technology licensed under any Non-Exclusive Licensed Technologycontrol such claim, suit or proceeding. MedImmune AstraZeneca shall, and shall cause its Affiliates to, assist and cooperate with Licensee, as Licensee may reasonably request from time to time, in connection with its activities set out forth in this Section 6.4Section, including where necessary, furnishing a power of attorney solely for such Confidential Portions of this Exhibit marked as [***] have been omitted pursuant to a request for confidential treatment and have been filed separately with the Securities and Exchange Commission. Confidential Treatment Requested by Kiniksa Pharmaceuticals, Ltd. purpose or joining in, or being named as a necessary party to, such action, providing access to relevant documents and other evidence and making its employees available at reasonable business hours; provided that Licensee shall reimburse MedImmune AstraZeneca for its reasonable and verifiable out-of-pocket costs and expenses ***Text Omitted and Filed Separately Confidential Treatment Requested Under 17 C.F.R. §§ 200.80(B)(4) and 240.24b-2 incurred in connection therewith. Licensee shall keep MedImmune AstraZeneca reasonably informed of all material developments in connection with any such claim, suit or proceeding. Licensee agrees to provide MedImmune AstraZeneca with copies of all material pleadings filed in such action and to allow MedImmune AstraZeneca reasonable opportunity to participate in the defense defence of the claims. Any damages, or awards, including royalties incurred or awarded in connection with any Third Party Infringement Claim defended under this Section 6.4 5.4 shall be [***]borne by Licensee.

Infringement Claims by Third Parties. If the Exploitation of a Licensed Product in the Field in the Territory pursuant to this Agreement results in, or is reasonably expected to result in, any claim, suit or proceeding by a Third Party against Licensee or any of its Affiliates or Sublicensees alleging infringement by Licensee or any of its Affiliates or its or their Sublicensees, distributors or customers (a “Third Party Infringement Claim”), including any defense or counterclaim in connection with an Infringement action initiated pursuant to Section 6.3.2Clause 6.3 (Enforcement of Patents), the Party first becoming aware of such alleged infringement shall promptly notify the other Party thereof in writing. As between the Parties, subject to Clause 9 (INDEMNITY), (a) Licensee shall be responsible for defending any such claim, suit or proceeding, at its sole cost and expense using counsel of Licensee’s choice, in relation to technology licensed under any Exclusive Licensed Technology, and MedImmune shall be responsible for defending any such claim, suit or proceeding at proceeding at its sole cost and expense, using counsel of MedImmuneLicensee’s choice, (b) Nabriva may participate in any such claim, suit or proceeding with counsel of its choice in relation at its sole cost and expense; provided that Licensee shall retain the right to technology licensed under any Non-Exclusive Licensed Technology. MedImmune control such claim, suit or proceeding, (c) Nabriva shall, and shall cause its Affiliates to, assist and cooperate co-operate with Licensee, as Licensee may reasonably request from time to time, in connection with its activities set out forth in this Section 6.4Clause 6.4 (Infringement Claims by Third Parties), including where necessary, furnishing a power of attorney solely for such Confidential Portions of this Exhibit marked as [***] have been omitted pursuant to a request for confidential treatment and have been filed separately with the Securities and Exchange Commission. Confidential Treatment Requested by Kiniksa Pharmaceuticals, Ltd. purpose or joining in, or being named as a necessary party to, such action, providing access to relevant documents and other evidence and making its employees available at reasonable business hours; provided that Licensee shall reimburse MedImmune Nabriva for its reasonable and verifiable out-of-pocket costs and expenses incurred in connection therewith. , (d) Licensee shall keep MedImmune Nabriva reasonably informed of all material developments in connection with any such claim, suit or proceeding. , (e) Licensee agrees to provide MedImmune Nabriva with copies of all material pleadings filed in such action and to allow MedImmune Nabriva reasonable opportunity to participate in the defense of the claims. Any , and (f) any damages, or awards, including royalties royalties, incurred or awarded in connection with any Third Party Infringement Claim defended under this Section Clause 6.4 (Infringement Claims by Third Parties) shall be [***]borne by Licensee.

Infringement Claims by Third Parties. If the Exploitation of a Licensed Product in the Licensed Field in the Territory pursuant to this Agreement results in, or is reasonably expected to result in, any claim, suit or proceeding by a Third Party against EverInsight or any of its Affiliates or Sublicensees alleging infringement by Licensee EverInsight or any of its Affiliates or its or their Sublicensees, distributors or customers (a “Third Party Infringement Claim”), including any defense or counterclaim in connection with an a Product Infringement action initiated pursuant to Section 6.3.29.4(b) (Enforcement of Licensed Patents and Joint Patents), the Party first becoming aware of such alleged infringement shall promptly notify the other Party thereof in writing. As between the Parties, Licensee subject to ARTICLE 13 (Indemnification; Liability): (a) VistaGen shall be responsible for defending any such claimCERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, suit or proceedingMARKED BY [*****], at its sole cost and expense using counsel of Licensee’s choiceHAS BEEN OMITTED BECAUSE VISTAGEN THERAPEUTICS, in relation to technology licensed under any Exclusive Licensed TechnologyINC. HAS DETERMINED THE INFORMATION (I) IS NOT MATERIAL AND (II) WOULD LIKELY CAUSE COMPETITIVE HARM TO SUPER LEAGUE GAMING, and MedImmune shall be INC. IF PUBLICLY DISCLOSED. responsible for defending any such claim, suit or proceeding at proceeding at its sole cost and expense, using counsel of MedImmuneVistaGen’s choice; (b) EverInsight may participate in any such claim, suit or proceeding with counsel of its choice in relation at its sole cost and expense; provided that VistaGen shall retain the right to technology licensed under any Non-Exclusive Licensed Technology. MedImmune control such claim, suit or proceeding; (c)EverInsight shall, and shall cause its Affiliates to, assist and cooperate co-operate with LicenseeVistaGen, as Licensee VistaGen may reasonably request from time to time, in connection with its activities set out forth in this Section 6.49.5 (Infringement Claims by Third Parties), including where necessary, furnishing a power of attorney solely for such Confidential Portions of this Exhibit marked as [***] have been omitted pursuant to a request for confidential treatment and have been filed separately with the Securities and Exchange Commission. Confidential Treatment Requested by Kiniksa Pharmaceuticals, Ltd. purpose or joining in, or being named as a necessary party to, such action, providing access to relevant documents and other evidence and making its employees available at reasonable business hours; provided that Licensee VistaGen shall reimburse MedImmune EverInsight for its reasonable and verifiable out-of-pocket costs and expenses incurred in connection therewith. Licensee ; (d) VistaGen shall keep MedImmune EverInsight reasonably informed of all material developments in connection with any such claim, suit or proceeding. Licensee ; (e) VistaGen agrees to provide MedImmune EverInsight with copies of all material pleadings filed in such action and to allow MedImmune EverInsight reasonable opportunity to participate in the defense of the claims. Any Claims; and (f) any damages, or awards, including royalties royalties, incurred or awarded in connection with any Third Party Infringement Claim defended under this Section 6.4 9.5 (Infringement Claims by Third Parties) shall be [***]borne by VistaGen, and VistaGen shall indemnify and hold EverInsight Indemnitee harmless from such Third Party Infringement Claim pursuant Section 13.1(d).

Infringement Claims by Third Parties. If the Exploitation of a Licensed Product in the Licensed Field in the Territory pursuant to this Agreement results in, or is reasonably expected to result in, any claim, suit or proceeding by a Third Party against Everest or any of its Affiliates or Sublicensees alleging infringement by Licensee Everest or any of its Affiliates or its or their Sublicensees, distributors or customers (a “Third Party Infringement Claim”), including any defense or counterclaim in connection with an a Product Infringement action initiated pursuant to Section 6.3.29.4(b) (Enforcement of Licensed Patents and Joint Patents), the Party first becoming aware of such alleged infringement shall promptly notify the other Party thereof in writing. As between the Parties, Licensee shall be responsible for defending any such claim, suit or proceeding, at its sole cost and expense using counsel of Licensee’s choice, in relation subject to technology licensed under any Exclusive Licensed Technology, and MedImmune ARTICLE 13 (Indemnification; Liability): (a) Everest shall be responsible for defending any such claim, suit or proceeding at proceeding at its sole cost and expense, using counsel of MedImmuneEverest’s choice; (b) NPLH may participate in any such claim, suit or proceeding with counsel of its choice in relation at its sole cost and expense; provided that Everest shall retain the right to technology licensed under any Non-Exclusive Licensed Technology. MedImmune control such claim, suit or proceeding; (c) NPLH shall, and shall cause its Affiliates to, assist and cooperate co-operate with LicenseeEverest, as Licensee Everest may reasonably request from time to time, in connection with its activities set out forth in this Section 6.49.5 (Infringement Claims by Third Parties), including where necessary, furnishing a power of attorney solely for such Confidential Portions of this Exhibit marked as [***] have been omitted pursuant to a request for confidential treatment and have been filed separately with the Securities and Exchange Commission. Confidential Treatment Requested by Kiniksa Pharmaceuticals, Ltd. purpose or joining in, or being named as a necessary party to, such action, providing access to relevant documents and other evidence and making its employees available at reasonable business hours; provided that Licensee Everest shall reimburse MedImmune NPLH for its reasonable and verifiable out-of-pocket costs and expenses incurred in connection therewith. Licensee ; (d) Everest shall keep MedImmune NPLH reasonably informed of all material developments in connection with any such claim, suit or proceeding. Licensee ; (e) Everest agrees to provide MedImmune NPLH with copies of all material pleadings filed in such action and to allow MedImmune NPLH reasonable opportunity to participate in the defense of the claims. Any Claims; and (f) any damages, or awards, including royalties royalties, incurred or awarded in connection with any Third Party Infringement Claim defended under this Section 6.4 9.5 (Infringement Claims by Third Parties) shall be [***]borne by Everest subject to ARTICLE 13 (Indemnification; Liability).

Infringement Claims by Third Parties. If the Exploitation of a Licensed any Product in the Field in the Territory pursuant to this Agreement results in, or is reasonably expected to result in, any claim, suit or proceeding by a Third Party alleging infringement by Licensee a Party or any of its Affiliates or its or their Sublicensees, Sublicensees or customers (a “Third Party Infringement Claim”), including any defense or counterclaim in connection with an Infringement action initiated pursuant to Section 6.3.29.3, the Party first becoming aware of such alleged infringement shall promptly notify the other Party thereof in writingwriting and the Parties shall promptly meet to consider the claim or assertion and the appropriate course of action and may, if appropriate agree on and enter into a “common interest agreement” wherein the Parties agree to their shared mutual interest in the outcome of such potential dispute. As Absent any agreement to the contrary and subject to claims for indemnification under Article XII, as between the Parties, Licensee AzurRx shall be responsible for defending any such claim, suit or proceeding, at its sole cost have the first right and expense using counsel obligation to defend and control the defense of Licensee’s choice, in relation to technology licensed under any Exclusive Licensed Technology, and MedImmune shall be responsible for defending any such claim, suit or proceeding at proceeding at its sole cost and expense, using counsel of MedImmuneAzurRx’s choice. FWB may participate in any such claim, suit or proceeding with counsel of its choice at its sole cost and expense. If AzurRx fails to initiate and maintain the defense of, any such claim, suit or proceeding in relation to technology licensed under which AzurRx is named as a defendant, within such time periods so that FWB is not prejudiced by any Non-Exclusive Licensed Technologydelays, FWB may conduct and control the defense of any such claim, suit or proceeding at FWB’s sole cost and expense. MedImmune Where a Party controls such an action, the other Party shall, and shall cause its Affiliates to, assist and cooperate with Licenseethe controlling Party, as Licensee such controlling Party may reasonably request from time to time, in connection with its activities set out forth in this Section 6.49.4, including where necessary, furnishing a power of attorney solely for such Confidential Portions of this Exhibit marked as [***] have been omitted pursuant to a request for confidential treatment and have been filed separately with the Securities and Exchange Commission. Confidential Treatment Requested by Kiniksa Pharmaceuticals, Ltd. purpose or joining in, or being named as a necessary party to, such action, providing access to relevant documents and other evidence and making its employees available at reasonable business hours; provided that Licensee shall reimburse MedImmune for its reasonable and verifiable out-of-pocket costs and expenses incurred in connection therewith. Licensee Each Party shall keep MedImmune the other Party reasonably informed of all material developments in connection with any such claim, suit or proceeding. Licensee Each Party agrees to provide MedImmune the other Party with copies of all material pleadings filed in such action and to allow MedImmune the other Party reasonable opportunity to participate in the defense of the claims. Any damages, or awards, including royalties incurred or recoveries awarded to a Party in connection with any Third Party Infringement Claim defended under this Section 6.4 9.4 shall be [***]applied first to reimburse such Party for its reasonable out-of-pocket costs of defending such claim, suit or proceedings, with the balance of any such recoveries being shared equally (50%/50%) by the Parties (subject however to any indemnity claim by AzurRx under Section 12.1). The Party entitled to control the defense of a claim, suit or proceeding under this Section 9.4 shall have the right to settle such claim, suit or proceeding; provided that neither Party shall have the right to settle any claim, suit or proceeding under this Section 9.4 in a manner that has a material adverse effect on the rights or interest of the other Party or in a manner that imposes any costs or liability on or involves any admission by, the other Party, without the express written consent of such other Party (which consent shall not be unreasonably withheld, conditioned or delayed). Notwithstanding anything contained herein to the contrary, if AzurRx defends itself against a Third Party Infringement Claim for which it is entitled to be indemnified by FWB under Section 12.1, AzurRx shall be entitled to deduct from milestone payments payable to FWB under Section 6.3 or royalties payable to FWB under Section 6.4 the amount of Losses incurred by AzurRx, its Affiliate or Sublicensees in connection with such Third Party Infringement Claim to the extent such Losses are reasonably allocable to the Third Party Claim for which FWB is obligated to indemnify AzurRx or such Affiliate or Sublicensee under Section 12.1.

Infringement Claims by Third Parties. If Each Party shall promptly notify the Exploitation other Party in writing of, but in no event later than 30 days after the earlier of receiving written notice or, to the actual knowledge of any of a Party’s patent attorneys with responsibility for Licensed Products, becoming aware of, any threatened or actual claim, action, suit or proceeding by a Third Party against Licensee, or any of its Affiliates or its or their Sublicensees relating to the infringement of such Third Party’s Patents or unauthorized use or misappropriation of such Third Party’s Information, based upon an assertion or claim arising out of the research, development, commercialization or Manufacture of a Licensed Product in the Territory pursuant to this Agreement results in, or is reasonably expected to result in, any claim, suit or proceeding by a Third Party alleging infringement by Licensee or any of its Affiliates or its or their SublicenseesSublicensees(such claim, (action, suit or proceeding, a “Third Party Infringement Claim”), including any defense or counterclaim in connection with an Infringement action initiated pursuant to Section 6.3.2, the Party first becoming aware of such alleged infringement shall promptly notify the other Party thereof in writing. 5.3 As between the Parties, Licensee shall be responsible for defending any such claim, suit or proceeding, at its sole cost and expense using counsel of Licensee’s choice, in relation to technology licensed under any Exclusive Licensed TechnologyThird Party Infringement Claim, and MedImmune shall be responsible for defending any such claimcontrol the conduct thereof, suit or proceeding at proceeding at its sole cost and expense, using counsel of MedImmuneLicensee’s choice. AstraZeneca may participate in any such Third Party Infringement Claim, with counsel of its choice in relation to technology licensed under any Non-Exclusive Licensed Technologyat its sole cost and expense; provided that Licensee shall control such Third Party Infringement Claim. MedImmune AstraZeneca shall, and shall cause its Affiliates to, assist and cooperate with Licensee, as Licensee may reasonably request from time to time, in connection with its activities set out forth in this Section 6.45.4, including where necessary, furnishing a power of attorney solely for such Confidential Portions of this Exhibit marked as [***] have been omitted pursuant to a request for confidential treatment and have been filed separately with the Securities and Exchange Commission. Confidential Treatment Requested by Kiniksa Pharmaceuticals, Ltd. purpose or joining in, or being named as a necessary party to, such actionThird Party Infringement Claim, providing access to relevant documents and other evidence and making its employees available at reasonable business hours; provided that Licensee shall reimburse MedImmune AstraZeneca for its reasonable and verifiable out-of-pocket costs and expenses incurred in connection therewith. Licensee shall keep MedImmune AstraZeneca reasonably informed of all material developments in connection with any such claim, suit or proceeding. Licensee agrees to provide MedImmune with copies of all material pleadings filed in such action and to allow MedImmune reasonable opportunity to participate in the defense of the claimsThird Party Infringement Claim. Any damages, or awards, including royalties incurred or awarded in connection with any Third Party Infringement Claim defended under this Section 6.4 5.4 shall be [***]borne by Licensee.

Infringement Claims by Third Parties. If the Exploitation of a Licensed Product in the Territory pursuant to this Agreement results in, or is reasonably expected to result in, any claim, suit or proceeding by a Third Party alleging infringement by Licensee AstraZeneca or any of its Affiliates or its or their Sublicensees, Distributors or customers (a “Third Party Infringement Claim”), including any defense or counterclaim in connection with an Infringement action initiated pursuant to Section 6.3.26.4, the Party first becoming aware of such alleged infringement shall promptly notify the other Party thereof in writing. As between the Parties, Licensee AstraZeneca shall be responsible for defending any such claimhave the first right, suit or proceedingbut not the obligation, at its sole cost to defend and expense using counsel control the defense of Licensee’s choice, in relation to technology licensed under any Exclusive Licensed Technology, and MedImmune shall be responsible for defending any such claim, suit or proceeding at its sole cost and expense (but subject to deduction as provided below), using counsel of its own choice. Licensor may participate in any such claim, suit or proceeding with counsel of its choice at its sole cost and expense, using counsel of MedImmune’s choice in relation to technology licensed under any Non-Exclusive Licensed Technology. MedImmune shall, and shall cause its Affiliates to, assist and cooperate with Licensee, as Licensee may reasonably request from time to time, in connection with its activities set out in this Section 6.4, including where necessary, furnishing a power of attorney solely for such Confidential Portions of this Exhibit marked as [***] have been omitted pursuant to a request for confidential treatment and have been filed separately with the Securities and Exchange Commission. Confidential Treatment Requested by Kiniksa Pharmaceuticals, Ltd. purpose or joining in, or being named as a necessary party to, such action, providing access to relevant documents and other evidence and making its employees available at reasonable business hours; provided that Licensee AstraZeneca shall reimburse MedImmune for its reasonable and verifiable out-of-pocket costs and expenses incurred in connection therewith. Licensee shall keep MedImmune reasonably informed retain control of all material developments in connection with any the defense of such claim, suit or proceeding. Licensee agrees AstraZeneca shall be entitled to provide MedImmune with copies of all material pleadings filed in such action and to allow MedImmune reasonable opportunity to participate in the defense offset [***] percent ([***]%) of the claimsreasonable out-of-pocket costs of defending or settling such claim, suit or proceeding under this Section 6.5, to the extent that the Third Party Infringement Claim arises from the exercise of a Licensed Patent, that are borne by AstraZeneca or its Affiliates and, with respect to any calculation pursuant to Section 5.4(i), its or their Sublicensees, in a given Calendar Quarter (including royalties, milestones and other consideration paid and any damages or other awards assessed in connection therewith) against any amounts owed to Licensor under this Agreement for such Calendar Quarter, with any balance then remaining to be carried over to amounts due with respect to subsequent Calendar Quarters, up to a maximum amount for each Calendar Quarter of [***] percent ([***]%) of the amounts owed with respect to such subsequent Calendar Quarter. Any damages, or awards, including royalties incurred or recoveries awarded to a Party in connection with any Third Party Infringement Claim defended under this Section 6.4 6.5 shall be [***]applied first to reimburse such Party for its reasonable out-of-pocket costs of defending such claim, suit or proceedings and then to reimburse the other Party for amounts deducted pursuant to the previous sentence, with the balance of any such recoveries being retained by or provided to such first Party and where retained by or provided to AstraZeneca or its Affiliates shall be regarded as being Net Sales against which royalties are due to Licensor.

Infringement Claims by Third Parties. For purposes of this Section 4.3, the Party defending any Third Party Infringement Claim shall be the “Defending Party”. If the Exploitation of a Licensed Product in the Territory pursuant to this Agreement by Sublicensor, Sublicensee or any of their Affiliates or sublicensees, results in, or is reasonably expected to result in, any claim, suit or proceeding by a Third Party alleging infringement by Licensee Sublicensee or any of its Affiliates or its or their Sublicensees, sublicensees (a “Third Party Infringement Claim”), including excluding any defense or counterclaim in connection with an Infringement action initiated pursuant to Section 6.3.24.2, the Party first becoming aware of such alleged infringement shall promptly notify the other Party thereof in writing. As between the Parties, Licensee (a) Sublicensor shall be responsible for defending any such claimhave the right, suit or proceedingbut not the obligation, at its sole cost and expense using counsel of Licensee’s choice, in relation to technology licensed under any Exclusive Licensed Technology, and MedImmune shall be responsible for defending defend any such claim, suit or proceeding with respect to the AstraZeneca Patents, the Licensee Patents and any Patents contained in, or otherwise relating to, any Sublicensor New IP or Joint New IP, and (b) Sublicensee shall have the right, but not the obligation, to defend any such claim, suit or proceeding with respect to any Patents contained in, or otherwise relating to, any Sublicensee New IP, in each case, in both the Retained Field and the Sublicensed Field, in the Territory, at proceeding at its the Defending Party’s sole cost and expensecost, using counsel of MedImmunethe Defending Party’s choice in relation to technology licensed under any Nonchoice. The non-Exclusive Licensed Technology. MedImmune Defending Party shall, and shall cause its Affiliates to, assist and cooperate with Licenseethe Defending Party, as Licensee the Defending Party may reasonably request from time to time, in connection with its activities set out forth in this Section 6.4Section, including where necessary, furnishing a power of attorney solely for such Confidential Portions of this Exhibit marked as [***] have been omitted pursuant to a request for confidential treatment and have been filed separately with the Securities and Exchange Commission. Confidential Treatment Requested by Kiniksa Pharmaceuticals, Ltd. purpose or joining in, or being named as a necessary party to, such action, providing access to relevant documents and other evidence and making its employees available at reasonable business hours; provided that Licensee the Defending Party shall reimburse MedImmune the non-Defending Party for its reasonable and verifiable out-of-pocket costs and expenses incurred in connection therewith. Licensee The Defending Party shall keep MedImmune the non-Defending Party reasonably informed of all material developments in connection with any such claim, suit or proceeding. Licensee The Defending Party agrees to provide MedImmune the non-Defending Party with copies of all material pleadings filed in such action and to allow MedImmune the non-Defending Party reasonable opportunity to participate in the defense of the claims. Any damages, or awards, including royalties incurred or awarded in connection with any Third Party Infringement Claim defended under this Section 6.4 4.3 shall be [***]borne by the Defending Party. In the event that the Defending Party elects not to defend against such Third Party Infringement Claims within sixty (60) days of learning of same, the non-Defending Party shall have the right, but not the obligation, to defend against such an action, subject in all cases to the assistance and cooperation provisions of this Section 4.3.

Infringement Claims by Third Parties. If the Exploitation manufacture, sale, or use of a Licensed Compound or Licensed Product in the Territory pursuant to this Agreement results in, or is reasonably expected to may result in, any claim, suit suit, or proceeding by a Third Party alleging patent infringement by Licensee AbbVie (or any of its Affiliates or its or their Sublicensees, (a “Third Party Infringement Claim”), including any defense or counterclaim in connection with an Infringement action initiated pursuant to Section 6.3.2, the Party first becoming aware of such alleged infringement AbbVie shall promptly notify the other Party Harpoon thereof in writing. As between Subject to Section 11.2, AbbVie shall have the Partiesfirst right, Licensee shall be responsible for defending but not the obligation, to defend and control the defense of any such claim, suit or proceedingsuit, at its sole cost and expense using counsel of Licensee’s choice, in relation to technology licensed under any Exclusive Licensed Technology, and MedImmune shall be responsible for defending any such claim, suit or proceeding at proceeding at its sole cost and own expense, using counsel of MedImmune’s choice its own choice. Harpoon may participate in relation to technology licensed under any Non-Exclusive Licensed Technology. MedImmune shallsuch claim, and shall cause its Affiliates to, assist and cooperate with Licensee, as Licensee may reasonably request from time to time, in connection with its activities set out in this Section 6.4, including where necessary, furnishing a power of attorney solely for such Confidential Portions of this Exhibit marked as [***] have been omitted pursuant to a request for confidential treatment and have been filed separately with the Securities and Exchange Commission. Confidential Treatment Requested by Kiniksa Pharmaceuticals, Ltd. purpose or joining insuit, or being named proceeding with counsel of its choice at its own expense. The assumption of the defense of a claim that may be subject to Section 11.2 by either AbbVie or Harpoon shall not be construed as an acknowledgment that Harpoon is liable to indemnify any AbbVie Indemnitee in respect of such indemnity claim, nor shall it constitute a waiver by Harpoon of any defenses it may assert against an AbbVie Indemnitee’s claim for indemnification. Without limitation of the foregoing, if AbbVie finds it necessary or desirable to join Harpoon as a necessary party to, to any such action, providing access Harpoon shall, at AbbVie’s expense, execute all papers and perform such acts as shall be reasonably required. If AbbVie elects (in a written communication submitted to relevant documents Harpoon within a reasonable amount of time after notice of the alleged patent infringement) not to defend or control the defense of, or otherwise fails to initiate and other evidence maintain the defense of, any such claim, suit, or proceeding, within such time periods so that Harpoon is not prejudiced by any delays, Harpoon may conduct and making control the defense of any such claim, suit, or proceeding at its employees available at reasonable business hours; provided that Licensee shall reimburse MedImmune for its reasonable and verifiable out-of-pocket costs and expenses incurred in connection therewithown expense. Licensee Each Party shall keep MedImmune the other Party reasonably informed of all material developments in connection with any such claim, suit suit, or proceeding. Licensee agrees to provide MedImmune with copies of all material pleadings filed in such action and to allow MedImmune reasonable opportunity to participate in the defense of the claims. Any damages, or awards, including royalties incurred or awarded in connection with any Third Party Infringement Claim defended [***] under this Section 6.4 7.4 shall be [***].

Infringement Claims by Third Parties. If the Exploitation manufacture, sale, or use of a Discovery Construct or Licensed Product in the Territory pursuant to this Agreement results in, or is reasonably expected to may result in, any claim, suit suit, or proceeding by a Third Party alleging patent infringement by Licensee Genentech (or any of its Affiliates or its or their Sublicensees, (a “Third Party Infringement Claim”), including any defense or counterclaim in connection with an Infringement action initiated pursuant to Section 6.3.2, the Party first becoming aware of such alleged infringement Genentech shall promptly notify the other Party BicycleTx thereof in writing. As between Genentech shall have the Partiesfirst right, Licensee shall be responsible for defending but not the obligation, to defend and control the defense of any such claim, suit or proceedingsuit, at its sole cost and expense using counsel of Licensee’s choice, in relation to technology licensed under any Exclusive Licensed Technology, and MedImmune shall be responsible for defending any such claim, suit or proceeding at proceeding at its sole cost and own expense, using counsel of MedImmune’s choice its own choice. BicycleTx may participate in relation to technology licensed under any Non-Exclusive Licensed Technology. MedImmune shallsuch claim, and shall cause its Affiliates to, assist and cooperate with Licensee, as Licensee may reasonably request from time to time, in connection with its activities set out in this Section 6.4, including where necessary, furnishing a power of attorney solely for such Confidential Portions of this Exhibit marked as [***] have been omitted pursuant to a request for confidential treatment and have been filed separately with the Securities and Exchange Commission. Confidential Treatment Requested by Kiniksa Pharmaceuticals, Ltd. purpose or joining insuit, or being named proceeding with counsel of its choice at its own expense. Without limitation of the foregoing, if Genentech finds it necessary or desirable to join BicycleTx as a necessary party to, to any such action, providing access BicycleTx shall, at Genentech’s expense, execute all papers and perform such acts as shall be reasonably required. If Genentech elects (in a written communication submitted to relevant documents BicycleTx within a reasonable amount of time after notice of the alleged patent infringement) not to defend or control the defense of, or otherwise fails to initiate and other evidence maintain the defense of, any such claim, suit, or proceeding, within such time periods so that BicycleTx is not prejudiced by any delays, BicycleTx may conduct and making control the defense of any such claim, suit, or proceeding at its employees available at reasonable business hours; provided that Licensee shall reimburse MedImmune for its reasonable and verifiable out-of-pocket costs and expenses incurred in connection therewithown expense. Licensee Each Party shall keep MedImmune the other Party reasonably informed of all material developments in connection with any such claim, suit suit, or proceeding. Licensee agrees Any recoveries by Genentech of any sanctions awarded to provide MedImmune with copies of all material pleadings filed in such action Genentech and to allow MedImmune reasonable opportunity to participate in the defense of the claims. Any damages, or awards, including royalties incurred or awarded in connection with any Third Party Infringement Claim against a party asserting a claim being defended under this Section 6.4 9.6 shall be applied first to reimburse each Party for its reasonable out-of-pocket costs of defending or participating in such claim, suit, or proceedings, on a pro rata basis. The balance of any such recoveries shall be [***].

Infringement Claims by Third Parties. If In the Exploitation event that a third party, other than a Licensee, asserts any claim or cause of action alleging that the Debiotech Pump System (i) infringes of a Licensed Product in the Territory pursuant to this Agreement results inpatent or copyright of another person, or is reasonably expected to result in, any claim, suit or proceeding by a Third Party alleging infringement by Licensee or any of its Affiliates or its or their Sublicensees, (a “Third Party Infringement Claim”), including any defense or counterclaim in connection with an Infringement action initiated pursuant to Section 6.3.2, the Party first becoming aware of such alleged infringement shall promptly notify the other Party thereof in writing. As between the Parties, Licensee shall be responsible for defending any such claim, suit or proceeding, at its sole cost and expense using counsel of Licensee’s choice, in relation to technology licensed under any Exclusive Licensed Technology, and MedImmune shall be responsible for defending any such claim, suit or proceeding at proceeding at its sole cost and expense, using counsel of MedImmune’s choice in relation to technology licensed under any Non-Exclusive Licensed Technology. MedImmune shall, and shall cause its Affiliates to, assist and cooperate with Licensee, as Licensee may reasonably request from time to time, in connection with its activities set out in this Section 6.4, including where necessary, furnishing a power of attorney solely for such Confidential Portions of this Exhibit marked as [ii) unlawfully ***] have *** - Material has been omitted pursuant to a request for confidential treatment and have been filed separately with the Securities and Exchange Commission. Confidential Treatment Requested by Kiniksa Pharmaceuticalsdiscloses or uses or misappropriates a trade secret or other intellectual property right of a third person, Ltd. purpose or joining inAnimas shall have the right to assume control and direct the investigation, or being named as a necessary party to, defense and settlement of each such action, providing access to relevant documents and other evidence and making its employees available at reasonable business hours; provided that Licensee shall reimburse MedImmune for its reasonable and verifiable out-of-pocket costs and expenses incurred in connection therewithclaim. Licensee Animas shall keep MedImmune reasonably Debiotech fully informed of all material developments in connection with of the case, including any such claimcounterclaims made by Animas. Animas shall, suit or proceeding. Licensee agrees to the extent legally permissible and without waiving attorney client privilege, (a) provide MedImmune Debiotech with copies of all pleadings, discoveries and other relevant material pleadings filed (including discussion papers, submissions, opinions, technical evaluations, expert or witness statements and any other material contemplated to be used in such action the proceedings or otherwise relevant to the proceedings, whether in draft or final form), and (b) allow, except to allow MedImmune reasonable opportunity the extent it would prove impracticable, participation in defense strategy discussions; provided that, Debiotech shall agree to appropriate confidentiality undertakings. Debiotech and its agents, representatives and employees shall at all times have the right, at its own cost, to participate in the defense of (and assume the claimsdefense if Animas does not act in good faith in defending the claim). Any damages, or awards, including royalties incurred or awarded The Parties shall fully cooperate with each other in connection with any Third Party Infringement Claim defended under the defense of such claim, including by furnishing all available documentary or other evidence as is reasonably requested by the other. Animas shall not, to the extent reasonably practicable, settle the claim or otherwise consent to an adverse judgment in such claim without the express written consent of Debiotech, which consent shall not be unreasonably withheld or delayed. In the event that Debiotech reasonably withholds its consent, whether such consent is requested before or after the settlement is reached, the provisions of Section 10.3 of this Section 6.4 Agreement shall be [***]not apply.

Infringement Claims by Third Parties. If the Exploitation of a Licensed Product in the Licensed Field in the Territory pursuant to this Agreement results in, or is reasonably expected to result in, any claim, suit or proceeding by a Third Party against EverInsight or any of its Affiliates or Sublicensees alleging infringement by Licensee EverInsight or any of its Affiliates or its or their Sublicensees, distributors or customers (a “Third Party Infringement Claim”), including any defense or counterclaim in connection with an a Product Infringement action initiated pursuant to Section 6.3.29.4(b) (Enforcement of Licensed Patents and Joint Patents), the Party first becoming aware of such alleged infringement shall promptly notify the other Party thereof in writing. As between the Parties, Licensee shall be responsible for defending any such claim, suit or proceeding, at its sole cost and expense using counsel of Licensee’s choice, in relation subject to technology licensed under any Exclusive Licensed Technology, and MedImmune ARTICLE 13 (Indemnification; Liability): (a) VistaGen shall be responsible for defending any such claim, suit or proceeding at proceeding at its sole cost and expense, using counsel of MedImmuneVistaGen’s choice; (b) EverInsight may participate in any such claim, suit or proceeding with counsel of its choice in relation at its sole cost and expense; provided that VistaGen shall retain the right to technology licensed under any Non-Exclusive Licensed Technology. MedImmune control such claim, suit or proceeding; (c)EverInsight shall, and shall cause its Affiliates to, assist and cooperate co-operate with LicenseeVistaGen, as Licensee VistaGen may reasonably request from time to time, in connection with its activities set out forth in this Section 6.49.5 (Infringement Claims by Third Parties), including where necessary, furnishing a power of attorney solely for such Confidential Portions of this Exhibit marked as [***] have been omitted pursuant to a request for confidential treatment and have been filed separately with the Securities and Exchange Commission. Confidential Treatment Requested by Kiniksa Pharmaceuticals, Ltd. purpose or joining in, or being named as a necessary party to, such action, providing access to relevant documents and other evidence and making its employees available at reasonable business hours; provided that Licensee VistaGen shall reimburse MedImmune EverInsight for its reasonable and verifiable out-of-pocket costs and expenses incurred in connection therewith. Licensee ; (d) VistaGen shall keep MedImmune EverInsight reasonably informed of all material developments in connection with any such claim, suit or proceeding. Licensee ; (e) VistaGen agrees to provide MedImmune EverInsight with copies of all material pleadings filed in such action and to allow MedImmune EverInsight reasonable opportunity to participate in the defense of the claims. Any Claims; and (f) any damages, or awards, including royalties royalties, incurred or awarded in connection with any Third Party Infringement Claim defended under this Section 6.4 9.5 (Infringement Claims by Third Parties) shall be borne by VistaGen, and VistaGen shall indemnify and hold EverInsight Indemnitee harmless from such Third Party Infringement Claim pursuant Section 13.1(d). CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY [*****], HAS BEEN OMITTED BECAUSE VISTAGEN THERAPEUTICS, INC. HAS DETERMINED THE INFORMATION (I) IS NOT MATERIAL AND (II) WOULD LIKELY CAUSE COMPETITIVE HARM TO VISTAGEN THERAPEUTICS, INC. IF PUBLICLY DISCLOSED.

Infringement Claims by Third Parties. If the Exploitation Development or Commercialization of a Licensed Product in the Territory pursuant to this Agreement results in, or is reasonably expected to result in, in any claim, suit or proceeding by a Third Party alleging infringement by against Licensee or any of its Affiliates or its or their Sublicensees, Sublicensees alleging infringement (a “Third Party Infringement Claim”), including any defense or counterclaim in connection with an Infringement action initiated by Licensee or any of its Affiliates pursuant to Section 6.3.2, the Party first becoming aware of such alleged infringement Licensee shall promptly notify the other Party Licensor thereof in writing. As Except as provided in Section 9.3.2, as between the Parties, Licensee Licensor shall be responsible for defending have the first right to defend against any such claim, suit or proceeding, at its sole cost and expense using counsel of Licensee’s choice, in relation to technology licensed under any Exclusive Licensed Technology, and MedImmune shall be responsible for defending any such claim, suit or proceeding at proceeding at its sole cost and expense, using reputable, outside counsel mutually agreed to by the Parties, such agreement not to be unreasonably withheld, conditioned or delayed, and, with respect to any AstraZeneca Product References in connection with the defense of any such claim, suit or proceeding with respect to a Licensed Patent, using only factual statements contained in the approved label for the AstraZeneca Product or otherwise approved by Licensor and MedImmune in writing; provided that Licensee shall respond to any request to use an AstraZeneca Product Reference in connection with any such defense within ten (10) days of receipt of such request. Licensee and MedImmune may participate in any such claim, suit or proceeding with counsel of MedImmune’s its choice in relation at its sole cost and expense; provided that Licensor shall retain the right to technology licensed under any Non-Exclusive Licensed Technologycontrol such claim, suit or proceeding. MedImmune Licensee shall, and as necessary shall cause its Affiliates to, assist and cooperate with LicenseeLicensor, as Licensee Licensor may reasonably request from time to time, in connection with its activities set out forth in this Section 6.4, including including, where necessary, furnishing a power of attorney solely for such Confidential Portions of this Exhibit marked as [***] have been omitted pursuant to a request for confidential treatment and have been filed separately with the Securities and Exchange Commission. Confidential Treatment Requested by Kiniksa Pharmaceuticals, Ltd. purpose or joining in, or being named as a necessary party to, such action, providing access to relevant documents and other evidence evidence, and making its employees available at reasonable business hours; provided that Licensee Licensor shall reimburse MedImmune Licensee for its reasonable and verifiable out-of-pocket costs and expenses incurred in connection therewith. Licensee Licensor shall keep MedImmune Licensee reasonably informed of all material developments in connection with any such claim, suit or proceeding. Licensee Licensor agrees to provide MedImmune Licensee with copies of all material pleadings filed in such action and to allow MedImmune Licensee reasonable opportunity to participate in the defense of the claims. Any damages, or awards, including royalties incurred or awarded in connection with any Third Party Infringement Claim defended by Licensor under this Section 6.4 shall be [***]borne by Licensor. If Licensor or its designee does not take commercially reasonable steps to defend against such claim, suit or proceeding within ninety (90) days following the date upon which Licensor first receives notice or otherwise learns of such Third Party Infringement Claim or, provided such date occurs after Licensor receives notice or otherwise learns of such Third Party Infringement Claim, ten (10) Business Days before the time limit, if any, set forth in Applicable Law for filing of such actions, whichever comes first, then (a) Licensor shall so notify Licensee and (b) Licensee may defend against such Third Party Infringement Claim at its sole cost and expense. For clarity, except as provided in Section 9.3.2, as between the Parties, Licensee and its Affiliates shall have and retain the right to defend against any claim, suit or proceeding brought against Licensee or any of its Affiliates.

Infringement Claims by Third Parties. If the Exploitation manufacture, sale, or use of a Discovery T-Cell Receptor Construct or Licensed Product in the Territory pursuant to this Agreement results in, or is reasonably expected to may result in, any claim, suit suit, or proceeding by a Third Party alleging patent infringement by Licensee AbbVie (or any of its Affiliates or its or their Sublicensees, (a “Third Party Infringement Claim”), including any defense or counterclaim in connection with an Infringement action initiated pursuant to Section 6.3.2, the Party first becoming aware of such alleged infringement AbbVie shall promptly notify the other Party Licensor thereof in writing. As between AbbVie shall have the Partiesfirst right, Licensee shall be responsible for defending but not the obligation, to defend and control the defense of any such claim, suit or proceedingsuit, at its sole cost and expense using counsel of Licensee’s choice, in relation to technology licensed under any Exclusive Licensed Technology, and MedImmune shall be responsible for defending any such claim, suit or proceeding at proceeding at its sole cost and own expense, using counsel of MedImmune’s choice its own choice. Licensor may participate in relation to technology licensed under any Non-Exclusive Licensed Technology. MedImmune shallsuch claim, and shall cause its Affiliates to, assist and cooperate with Licensee, as Licensee may reasonably request from time to time, in connection with its activities set out in this Section 6.4, including where necessary, furnishing a power of attorney solely for such Confidential Portions of this Exhibit marked as [***] have been omitted pursuant to a request for confidential treatment and have been filed separately with the Securities and Exchange Commission. Confidential Treatment Requested by Kiniksa Pharmaceuticals, Ltd. purpose or joining insuit, or being named proceeding with counsel of its choice at its own expense. Without limitation of the foregoing, if AbbVie finds it necessary or desirable to join Licensor as a necessary party to, to any such action, providing access Licensor shall, at AbbVie’s expense, execute all papers and perform such acts as shall be reasonably required. If AbbVie elects (in a written communication submitted to relevant documents Licensor within a reasonable amount of time after notice of the alleged patent infringement) not to defend or control the defense of, or otherwise fails to initiate and other evidence maintain the defense of, any such claim, suit, or proceeding, within such time periods so that Licensor is not prejudiced by any delays, Licensor may conduct and making control the defense of any such claim, suit, or proceeding at its employees available at reasonable business hours; provided that Licensee shall reimburse MedImmune for its reasonable and verifiable out-of-pocket costs and expenses incurred in connection therewithown expense. Licensee Each Party shall keep MedImmune the other Party reasonably informed of all material developments in connection with any such claim, suit suit, or proceeding. Licensee agrees to provide MedImmune with copies of all material pleadings filed in such action and to allow MedImmune reasonable opportunity to participate in the defense of the claims. Any damages, or awards, including royalties incurred or awarded in connection with any Third Party Infringement Claim defended [***] under this Section 6.4 8.4 shall be [***].] [ ] = Certain confidential information contained in this document, marked by brackets, is filed with the Securities and Exchange Commission pursuant to Rule 406 of the Securities Act of 1933, as amended. EXECUTION VERSION

Infringement Claims by Third Parties. If the Exploitation Manufacture, use or Commercialization of a Licensed Molecule or Product in the Territory pursuant to this Agreement results in, or is reasonably expected to may result in, any claim, suit suit, or proceeding by a Third Party alleging patent infringement by Licensee AbbVie or any of its Galapagos (or their respective Affiliates or its or their Sublicensees, (a “Third Party Infringement Claim”), including any defense or counterclaim in connection with an Infringement action initiated pursuant to Section 6.3.2, the Party first becoming aware receiving notice of such alleged infringement claim, suit, or proceeding shall promptly notify the other Party thereof in writing. As between AbbVie shall defend and control the Parties, Licensee shall be responsible for defending defense of any such claim, suit suit, or proceeding, proceeding at its sole own expense (except to the extent any such cost or expense is allocable to the Galapagos Territory, in which event such cost or expense, to the extent reasonable and expense reasonably incurred, shall be reimbursed by Galapagos in accordance with Section 7.9), using counsel of Licensee’s its own choice, . Galapagos may participate in relation to technology licensed under any Exclusive Licensed Technology, and MedImmune shall be responsible for defending any such claim, suit suit, or proceeding at proceeding with counsel of its choice at its sole cost and own expense. Without limitation of the foregoing, using counsel of MedImmune’s choice in relation if AbbVie finds it necessary or desirable to technology licensed under any Non-Exclusive Licensed Technology. MedImmune shall, and shall cause its Affiliates to, assist and cooperate with Licensee, as Licensee may reasonably request from time to time, in connection with its activities set out in this Section 6.4, including where necessary, furnishing a power of attorney solely for such Confidential Portions of this Exhibit marked as [***] have been omitted pursuant to a request for confidential treatment and have been filed separately with the Securities and Exchange Commission. Confidential Treatment Requested by Kiniksa Pharmaceuticals, Ltd. purpose or joining in, or being named join Galapagos as a necessary party to, to any such action, providing access to relevant documents Galapagos shall execute all papers and other evidence and making its employees available perform such acts as shall be reasonably required at reasonable business hours; provided that Licensee shall reimburse MedImmune for its reasonable and verifiable out-of-pocket costs and expenses incurred in connection therewithAbbVie’s expense. Licensee Each Party shall keep MedImmune the other Party reasonably informed of all material developments in connection with any such claim, suit suit, or proceeding. Licensee Unless otherwise set forth herein, AbbVie shall have the right to settle such claim, including by entering into a license agreement pursuant to Section 7.6; provided, that AbbVie shall not settle any litigation under this Section 7.4 in a manner that diminishes or has a material adverse effect on the rights or interest of Galapagos, or in a manner that imposes any costs (except as set forth in the immediately following proviso) or liability on, or involves any admission by, Galapagos, without Galapagos’ express written consent; provided, further, that entering into an agreement with such Third Party pursuant to Section 7.6 shall not require the consent of Galapagos. Each Party agrees to provide MedImmune the other Party with copies of all material pleadings filed in such action and to allow MedImmune the other Party reasonable opportunity to participate in the defense of the claims. Any damagesAbbVie shall be entitled to deduct [...***...] percent ([...***...]%) of the reasonable out-of-pocket attorney’s fees and court costs borne by AbbVie (and not reimbursed by Galapagos pursuant to Section 7.9) in defending such claim, suit, or awards, including royalties incurred or awarded in connection with any proceeding brought by a Third Party Infringement Claim alleging that a Molecule, Product or the Manufacturing Process (which Manufacturing Process AbbVie has not modified in any substantial part pertinent to the asserted claims in said proceeding) infringe one (1) or more Patents controlled by the Third Party. Such deduction shall be applied in a given Calendar Quarter from the sales-based milestones due to Galapagos pursuant to Section 6.4.1, and to the extent not exhausted within an [...***...] month period, may be deducted from royalties due to Galapagos pursuant to Section 6.5. Any recoveries by AbbVie of any sanctions awarded to AbbVie and against a party asserting a claim being defended under this Section 6.4 7.4 shall be [***]applied as follows: such recovery shall be applied first to (i) reimburse AbbVie for its reasonable out-of-pocket costs of defending such claim, suit, or proceedings to the extent not deducted from sales-based milestones pursuant to the previous sentence, and (ii) reimburse Galapagos for sales-based milestones deductions pursuant to the previous sentence. The balance of any such recoveries shall be retained or provided to AbbVie and included in calculation of Net Sales for the relevant Product, except to the extent such recovery is attributable to the Galapagos Territory, in which event it shall be retained by or provided to Galapagos.

Infringement Claims by Third Parties. If the Exploitation of a the Licensed Product Viruses or the Licensed Products in the Field in the Territory pursuant to this Agreement results in, or is reasonably expected to result in, any claim, suit or proceeding by a Third Party alleging infringement Infringement of a Third Party Patent Right that Covers the Licensed Virus or the Licensed Product (not including any modification or improvement made by Licensee Newsoara to the Licensed Virus or the Licensed Product provided by Genelux) by Newsoara or any of its Affiliates or its or their Sublicensees, (a “Third Party Infringement Claim”)distributors or customers, including any defense or counterclaim in connection with an Infringement action initiated pursuant to Section 6.3.26.3.2 (Enforcement of Patents) (a “Third Party Infringement Claim”), the Party first becoming aware of such alleged infringement Infringement shall promptly notify the other Party thereof in writing. As between the Parties, Licensee Newsoara shall be responsible for defending have the first right to defend against any such claimThird Party Infringement Claim, suit or proceeding, at its sole cost and expense using counsel of LicenseeNewsoara’s choice, and the Parties shall share [***] all reasonable costs and expenses (including any damages, awards, royalties, settlement amounts and other liabilities) incurred by Newsoara or any of its Affiliates or its or their Sublicensees, distributors or customers in relation to technology licensed under any Exclusive Licensed Technology, and MedImmune shall be responsible for defending connection with such Third Party Infringement Claim. Genelux may participate in any such claim, suit or proceeding at proceeding at its sole cost and expense, using with counsel of MedImmune’s choice its choice, and all reasonable costs and expenses incurred by Genelux or its Affiliates in relation connection therewith shall be shared [***]; provided that Newsoara shall retain the right to technology licensed under any Non-Exclusive Licensed Technologycontrol such claim, suit or proceeding. MedImmune Genelux shall, and shall cause its Affiliates to, assist and cooperate with LicenseeNewsoara, as Licensee Newsoara may reasonably request from time to time, in connection with its activities set out forth in this Section 6.46.4 (Infringement Claims by Third Parties), including including, where necessary, furnishing a power of attorney solely for such Confidential Portions of this Exhibit marked as [***] have been omitted pursuant to a request for confidential treatment and have been filed separately with the Securities and Exchange Commission. Confidential Treatment Requested by Kiniksa Pharmaceuticals, Ltd. purpose or joining in, or being named as a necessary party to, such action, providing access to relevant documents and other evidence evidence, and making its employees available at reasonable business hours; provided that Licensee shall reimburse MedImmune for its , and the reasonable and verifiable out-of-pocket costs and expenses incurred by Genelux or its Affiliate in connection therewithwith such assistance and cooperation shall be shared [***]. Licensee Newsoara shall keep MedImmune Genelux reasonably informed of all material developments in connection with any such claim, suit or proceeding. Licensee Newsoara agrees to provide MedImmune Genelux with copies of all material pleadings filed in such action and to allow MedImmune consider in good faith and not unreasonably refuse to incorporate into its pleadings any timely and reasonable opportunity comments from Genelux with respect thereto. If Newsoara or its designee does not take commercially reasonable steps to participate in the defense of the claims. Any damagesdefend against such claim, suit or awards, including royalties incurred or awarded in connection with any Third Party Infringement Claim defended under this Section 6.4 shall be proceeding within [***] ([***]) days following the first notice provided above with respect to such Third Party Infringement Claim or, provided such date occurs after the first such notice of such Third Party Infringement Claim is provided, [***] ([***]) Business Days before the time limit, if any, set forth in Applicable Law for filing of such actions, whichever comes first, then (a) Newsoara shall so notify Genelux and (b) Genelux may defend at its discretion against such Third Party Infringement Claim at its sole cost and expense, in which case Newsoara shall cooperate with and provide all reasonable assistance to Genelux in connection with such defense action. For clarity, Third Party Infringement Claim does not include claims for Infringement of Third Party Patent Rights due to (a) any modification or improvement made by Newsoara to the Licensed Virus or Licensed Product provided by Genelux; or (b) any Derived Product, and in each case of (a) and (b), Newsoara shall be solely responsible for the defense of such claims at its own cost and expense. If either Party becomes aware that the Exploitation of the Licensed Viruses or the Licensed Products or Derived Molecules or Derived Product by such Party results in, or is reasonably expected to result in, any claim, suit or proceeding by a Third Party alleging infringement of a Third Party Patent Right that is reasonably expected to materially and adversely affect the Exploitation of the Licensed Virus or the Licensed Product or Derived Molecules or Derived Product by the other Party, such Party shall promptly notify the other Party thereof.

Infringement Claims by Third Parties. If the Exploitation manufacture, or Commercialization of a Licensed any Product in any country or countries of the Territory pursuant to this Agreement using the Licensed IP under Section 3.1 results in, or is reasonably expected to result in, any in a claim, suit or proceeding by a Third Party third party alleging patent infringement by against Licensor or Licensee or any of its Affiliates or its (or their Sublicenseesrespective Affiliates, Sublicensees or Distributors, as applicable) (a “Third Party Infringement Claimeach, an“Infringement Action”), including any defense or counterclaim in connection with Licensor’s or Licensee’s opinion, is likely to become the subject of an Infringement action initiated pursuant to Section 6.3.2Action, the such Party first becoming aware of such alleged infringement shall promptly notify the other Party thereof hereto in writingwriting of the existence of such Infringement Action or of its concern that such an action is imminent. As between Licensor shall defend and control the Partiesdefense of any such Infringement Action at its own expense, using counsel reasonably experienced in the defense of patent infringement claims (except in the case of an Infringement Action based on Licensee Improvement, in which case Licensee shall be responsible for defending defend and control the defense of any such Infringement Action at its own expense, using counsel reasonably experienced in the defense of patent infringement claims). Licensee may participate in any such claim, suit suit, or proceeding, proceeding with counsel of its choice at its sole cost own expense. Without limitation of the foregoing, if Licensor finds it necessary or desirable to join Licensee as a party to any such action, Licensee shall execute all papers and expense using counsel of Licensee’s choice, in relation to technology licensed under any Exclusive Licensed Technology, and MedImmune perform such acts as shall be responsible for defending reasonably required at Licensor’s expense. If Licensor fails to initiate and maintain the defense of any such Infringement Action within ten (10) days of notice of such action, Licensee may conduct and control the defense of any such claim, suit suit, or proceeding at proceeding and Licensor shall indemnify Licensee in full for the expense of such defense (except in the case of an Infringement Action based on Licensee Improvement, in which case Licensee shall defend and control the defense of any such Infringement Action at its sole cost and own expense, using counsel reasonably experienced in the defense of MedImmune’s choice in relation to technology licensed under any Non-Exclusive Licensed Technologypatent infringement claims). MedImmune shall, and shall cause its Affiliates to, assist and cooperate with Licensee, as Licensee may reasonably request from time to time, in connection with its activities set out in this Section 6.4, including where necessary, furnishing a power of attorney solely for such Confidential Portions of this Exhibit marked as [***] have been omitted pursuant to a request for confidential treatment and have been filed separately with the Securities and Exchange Commission. Confidential Treatment Requested by Kiniksa Pharmaceuticals, Ltd. purpose or joining in, or being named as a necessary party to, such action, providing access to relevant documents and other evidence and making its employees available at reasonable business hours; provided that Licensee shall reimburse MedImmune for its reasonable and verifiable out-of-pocket costs and expenses incurred in connection therewith. Licensee Each Party shall keep MedImmune the other Party reasonably informed of all material developments in connection with any such claim, suit or proceeding. Licensee agrees to provide MedImmune with copies of all material pleadings filed in such action and to allow MedImmune reasonable opportunity to participate in the defense of the claimsInfringement Action. Any damages, recoveries of any sanctions awarded to Licensee or awards, including royalties incurred or awarded in connection with any Third Party Infringement Claim Licensor (as applicable) and against a party asserting a claim being defended under this Section 6.4 7.3 shall be [***]applied as follows: such recovery shall be applied first to reimbursing the defending Party for its reasonable out-of-pocket costs of defending such claim, suit, or proceedings (including reasonable attorneys’ fees, court costs and expenses), with the balance divided so that 50% is remitted to Licensor and 50% to Licensee.

Infringement Claims by Third Parties. If the Exploitation Development, manufacture or commercialization of a Licensed Product in the Territory pursuant to this Agreement results in, or is reasonably expected to result in, any claim, suit or proceeding by a Third Party alleging infringement by Licensee or any of its Affiliates or its or their Sublicensees, Sublicensees (a “Third Party Infringement Claim”), including any defense or counterclaim in connection with an Infringement action initiated pursuant to Section 6.3.25.2 (Licensed Patents and Licensed Know-How Enforcement and Defense), the Party first becoming aware of such alleged infringement shall promptly notify the other Party thereof in writing. As between the Parties, Licensee shall be responsible for defending any such claim, suit or proceeding, at its sole cost and expense using counsel of Licensee’s choice, in relation to technology licensed under any Exclusive Licensed Technology, and MedImmune shall be responsible for defending any such claim, suit or proceeding at proceeding at its sole cost and expense, using counsel of MedImmuneLicensee’s choice. Ligand may participate in any such claim, suit or proceeding with counsel of its choice in relation at its sole cost and expense; provided that Licensee shall retain the right to technology licensed under any Non-Exclusive Licensed Technologycontrol such claim, suit or proceeding. MedImmune Ligand shall, and shall cause its Affiliates to, assist and cooperate with Licensee, as Licensee may reasonably request from time to time, in connection with its activities set out forth in this Section 6.45.3 (Infringement Claims by Third Parties), including where necessary, furnishing a power of attorney solely for such Confidential Portions of this Exhibit marked as [***] have been omitted pursuant to a request for confidential treatment and have been filed separately with the Securities and Exchange Commission. Confidential Treatment Requested by Kiniksa Pharmaceuticals, Ltd. purpose or joining in, or being named as a necessary party to, such action, providing access to relevant documents and other evidence and making its employees available at reasonable business hours; provided that Licensee shall reimburse MedImmune Ligand for its reasonable and verifiable out-of-pocket costs and expenses incurred in connection therewith. Licensee shall keep MedImmune Ligand reasonably informed of all material developments in connection with any such claim, suit or proceeding. Licensee agrees to provide MedImmune Ligand with copies of all material pleadings filed in such action and to allow MedImmune Ligand reasonable opportunity to participate in the defense of the claims. Any damages, or awards, including royalties incurred or awarded in connection with any Third Party Infringement Claim defended under this Section 6.4 shall be [***].

Infringement Claims by Third Parties. If the Exploitation of a Licensed Product in the Territory pursuant to this Agreement results in, or is reasonably expected to result in, any claim, suit or proceeding by a Third Party alleging infringement by Licensee Insmed or any of its Affiliates or its or their Sublicensees, Sublicensees (a “Third Party Infringement Claim”), including any defense or counterclaim in connection with an Infringement action initiated pursuant to Section 6.3.28.3, the Party first becoming aware of such alleged infringement shall promptly notify the other Party thereof in writing. As between the Parties, Licensee shall be responsible for defending any such claim, suit or proceeding, at its sole cost and expense using counsel of Licensee’s choice, in relation to technology licensed under any Exclusive Licensed Technology, and MedImmune Insmed shall be responsible for defending any such claim, suit or proceeding at proceeding at its sole cost and expense, using counsel of MedImmuneits choice. AstraZeneca shall participate as necessary in any such claim, suit or proceeding at Insmed’s choice in relation sole cost and expense unless AstraZeneca decides to technology licensed under any Non-Exclusive Licensed Technologyengage a counsel of its own, other than the counsel engaged by Insmed, at AstraZeneca’s sole cost and expense; provided that Insmed shall retain the right to control such claim, suit or proceeding. MedImmune AstraZeneca shall, and shall cause its Affiliates to, assist and cooperate with LicenseeInsmed, as Licensee Insmed may reasonably request from time to time, in connection with its activities set out forth in this Section 6.48.4, including where necessary, furnishing a power of attorney solely for such Confidential Portions of this Exhibit marked as [***] have been omitted pursuant to a request for confidential treatment and have been filed separately with the Securities and Exchange Commission. Confidential Treatment Requested by Kiniksa Pharmaceuticals, Ltd. purpose or joining in, or being named as a necessary party to, such action, providing access to relevant documents and other evidence and making its employees available at reasonable business hours; provided that Licensee Insmed shall reimburse MedImmune AstraZeneca for its reasonable and verifiable actual, out-of-pocket costs and expenses incurred in connection therewith. Licensee Insmed shall keep MedImmune AstraZeneca reasonably informed of all material developments in connection with any such claim, suit or proceeding. Licensee Insmed agrees to provide MedImmune AstraZeneca with copies of all material pleadings filed in such action and to allow MedImmune AstraZeneca reasonable opportunity to participate in the defense of the claims. Any damages, or awards, including royalties incurred or awarded in connection with any Third Party Infringement Claim defended under this Section 6.4 8.4 shall be [***]be, subject to Section 7.4.2, borne by Insmed.

Infringement Claims by Third Parties. If the Exploitation Manufacture, use or Commercialization of a Licensed Compound or Licensed Product in the Territory pursuant to this Agreement results in, or is reasonably expected to may result in, any claim, suit or proceeding Deductible IP Litigation by a Third Party alleging patent infringement by Licensee AbbVie (or any of its Affiliates or its or their Sublicensees, (a “Third Party Infringement Claim”), including any defense or counterclaim in connection with an Infringement action initiated pursuant to Section 6.3.2, the Party first becoming aware of such alleged infringement AbbVie shall promptly notify the other Party Ablynx thereof in writing. As between AbbVie shall have the Partiesfirst right, Licensee shall be responsible for defending but not the obligation, to defend and control the defense of any such claim, suit or proceeding, Deductible IP Litigation at its sole cost and own expense using counsel of Licensee’s choice, in relation (but subject to technology licensed under any Exclusive Licensed Technology, and MedImmune shall be responsible for defending any such claim, suit or proceeding at proceeding at its sole cost and expensededuction as provided below), using counsel of MedImmune’s its own choice. Ablynx may participate in any such Deductible IP Litigation with counsel of its choice in relation at its own expense. Without limitation of the foregoing, where it is reasonably necessary for Ablynx to technology licensed under any Non-Exclusive Licensed Technology. MedImmune shall, and shall cause its Affiliates to, assist and cooperate with Licensee, as Licensee may reasonably request from time to time, in connection with its activities set out in this Section 6.4, including where necessary, furnishing a power of attorney solely for such Confidential Portions of this Exhibit marked as [***] have been omitted pursuant to a request for confidential treatment and have been filed separately with the Securities and Exchange Commission. Confidential Treatment Requested by Kiniksa Pharmaceuticals, Ltd. purpose or joining in, or being named join as a necessary party to, to any such action, providing access Ablynx shall execute all papers and perform such acts as shall be reasonably required at AbbVie’s expense. If AbbVie elects (in a written communication submitted to relevant documents Ablynx within a reasonable amount of time after notice of the alleged patent infringement) not to defend or control the defense of, or otherwise fails to initiate and other evidence maintain the defense of, any such Deductible IP Litigation, within such time periods so that Ablynx is not prejudiced by any delays, Ablynx may conduct and making control the defense of any such Deductible IP Litigation at its employees available at reasonable business hours; provided that Licensee shall reimburse MedImmune for its reasonable and verifiable out-of-pocket costs and expenses incurred in connection therewithown expense. Licensee Each Party shall keep MedImmune the other Party reasonably informed of all material developments in connection with any such claim, suit or proceedingDeductible IP Litigation. Licensee Each Party agrees to provide MedImmune the other Party with copies of all material pleadings filed in such action Deductible IP Litigation and to CONFIDENTIAL TREATMENT REQUESTED. INFORMATION FOR WHICH CONFIDENTIAL TREATMENT HAS BEEN REQUESTED IS OMITTED AND MARKED WITH “[...***...]”. AN UNREDACTED VERSION OF THE DOCUMENT HAS ALSO BEEN FURNISHED SEPARATELY TO THE SECURITIES AND EXCHANGE COMMISSION AS REQUIRED BY RULE 406 UNDER THE SECURITIES ACT OF 1933, AS AMENDED. allow MedImmune the other Party reasonable opportunity to participate in the defense of defense. […***…]. Notwithstanding the claimsforegoing, […***…]. Any damages, or awards, including royalties incurred or recoveries by AbbVie of any sanctions awarded in connection with any to AbbVie and against a Third Party Infringement Claim asserting a claim being defended under this Section 6.4 7.4 shall be applied as follows: […***…]. For purposes of clarity, Third Party Claims pursuant to Section 11.2(vii) shall not be subject to the provisions of this Section 7.4.

Infringement Claims by Third Parties. If In the Exploitation event that a third party, other than a Licensee, asserts any claim or cause of action alleging that the Debiotech Micro-Needle Products in the Field (i) infringe of a Licensed Product in the Territory pursuant to this Agreement results inpatent or copyright of another person, or is reasonably expected (ii) unlawfully discloses or uses or misappropriates a trade secret or other intellectual property right of a third person, Animas shall have the right to result inassume control and direct the investigation, any defense and settlement of each such claim, suit or proceeding by a Third Party alleging infringement by Licensee or any . Animas shall keep Debiotech fully informed of its Affiliates or its or their Sublicensees, (a “Third Party Infringement Claim”)all developments of the case, including any defense or counterclaim in connection with an Infringement action initiated pursuant to Section 6.3.2, the Party first becoming aware of such alleged infringement shall promptly notify the other Party thereof in writingcounterclaims made by Animas. As between the Parties, Licensee shall be responsible for defending any such claim, suit or proceeding, at its sole cost and expense using counsel of Licensee’s choice, in relation to technology licensed under any Exclusive Licensed Technology, and MedImmune shall be responsible for defending any such claim, suit or proceeding at proceeding at its sole cost and expense, using counsel of MedImmune’s choice in relation to technology licensed under any Non-Exclusive Licensed Technology. MedImmune Animas shall, to the extent legally permissible and shall cause its Affiliates towithout waiving attorney client privilege, assist and cooperate with Licensee, as Licensee may reasonably request from time to time, in connection with its activities set out in this Section 6.4, including where necessary, furnishing a power of attorney solely for such Confidential Portions of this Exhibit marked as [***] have been omitted pursuant to a request for confidential treatment and have been filed separately with the Securities and Exchange Commission. Confidential Treatment Requested by Kiniksa Pharmaceuticals, Ltd. purpose or joining in, or being named as a necessary party to, such action, providing access to relevant documents and other evidence and making its employees available at reasonable business hours; provided that Licensee shall reimburse MedImmune for its reasonable and verifiable out-of-pocket costs and expenses incurred in connection therewith. Licensee shall keep MedImmune reasonably informed of all material developments in connection with any such claim, suit or proceeding. Licensee agrees to (a) provide MedImmune Debiotech with copies of all pleadings, discoveries and other relevant material pleadings filed (including discussion papers, submissions, opinions, technical evaluations, expert or witness statements and any other material contemplated to be used in such action the proceedings or otherwise relevant to the proceedings, whether in draft or final form), and (b) allow, except to allow MedImmune reasonable opportunity the extent it would prove impracticable, participation in defense strategy discussions; provided that, Debiotech shall agree to appropriate confidentiality undertakings. Debiotech and its agents, representatives and employees shall at all times have the right, at its own cost, to participate in the defense of (and assume the claimsdefense if Animas does not act in good faith in defending the claim). Any damages, or awards, including royalties incurred or awarded The Parties shall fully cooperate with each other in connection with any Third Party Infringement Claim defended under the defense of such claim, including by furnishing all available documentary or other evidence as is reasonably requested by the other. Animas shall not, to the extent reasonably practicable, settle the claim or otherwise consent to an adverse judgment in such claim without the express written consent of Debiotech, which consent shall not be unreasonably withheld or delayed. In the event that Debiotech reasonably withholds its consent, whether such consent is requested before or after the settlement is reached, the provisions of Section 10.3 of this Section 6.4 Agreement shall be [not apply. ***]*** - Material has been omitted and filed separately with the Commission.