Common use of Infringement Clause in Contracts

Infringement. 8.1 Penwest shall promptly inform Mylan of any suspected infringement of any of the Penwest Patents or the infringement or misappropriation of the TIMERx Production Technology by a third party, to the extent such infringement involves the manufacture, use or sale of the Designated Product in the Territory ("Covered Infringement"). Mylan shall promptly inform Penwest of any suspected infringement of any of the Penwest Patents or infringement or misappropriation of the TIMERx Production Technology, whether or not the same involves a Covered Infringement. 8.2 If the suspected infringement or misappropriation does not involve a Covered Infringement, Penwest may take, or refrain from taking, any action it chooses, with or without notice to Mylan, and Mylan shall have no right to take any action with respect to such suspected infringement or misappropriation, nor to any recoveries with respect thereto. If the suspected infringement or misappropriation involves a Covered Infringement, Penwest shall, within 30 days of the first notice referred to in Section , inform Mylan whether or not Penwest intends to institute suit against such third party with respect to a Covered Infringement. Mylan will not take any steps toward instituting suit against any third party involving a Covered Infringement until Penwest has informed Mylan of its intention pursuant to the previous sentence. 8.3 If Penwest notifies Mylan that it intends to institute suit against a third party with respect to a Covered Infringement, and Mylan does not agree to join in such suit as provided in Section , Penwest may bring such suit on its own and shall in such event bear all costs of, and shall exercise all control over, such suit. Penwest may, at its expense, bring such action in the name of Mylan and/or cause Mylan to be joined in the suit as a plaintiff. Recoveries, if any, whether by judgment, award, decree or settlement, shall belong solely to Penwest. 8.4 If Penwest notifies Mylan that it desires to institute suit against such third party with respect to a Covered Infringement, and Mylan notifies Penwest within 30 days after receipt of such notice that Mylan desires to institute suit jointly, the suit shall be brought jointly in the names of both parties and all costs thereof shall be borne equally. Recoveries, if any, whether by judgment, award, decree or settlement, shall, after the reimbursement of each of Penwest and Mylan for its share of the joint costs in such action, be shared between Penwest and Mylan equally; provided however that, any portion of such net recoveries which constitutes the equivalent of, or damages or payments in lieu of, a royalty measured by the defendant's Net Sales shall not be shared equally, but shall be shared between Penwest and Mylan in accordance with Section as if they were Mylan's Net Sales. 8.5 If Penwest notifies Mylan that it does not intend to institute suit against such third party with respect to a Covered Infringement, Mylan may institute suit on its own. Mylan shall bear all costs of, and shall exercise all control over, such suit. Recoveries, if any, whether by judgment, award, decree or settlement, shall belong solely to Mylan; provided however that, after reimbursement of Mylan for its costs in such action, any portion of such net recoveries which constitutes the equivalent of, or damages or payments in lieu of, a royalty measured by the defendant's Net Sales shall be shared between Penwest and Mylan in accordance with Section as if they were Mylan's Net Sales. 8.6 Should either Penwest or Mylan commence a suit under the provisions of this Section and thereafter elect to abandon the same, it shall give timely notice to the other party, who may, if it so desires, be joined as a plaintiff in the suit (or continue as such if it is already one) and continue prosecution of such suit. The sharing of expenses and any recovery of such suit shall be as reasonably agreed between Penwest and Mylan.

Infringement. 8.1 Penwest The parties shall promptly inform Mylan notify each other of any suspected infringement of any of the Penwest Patents or the infringement or misappropriation of the TIMERx Production Technology by a third party, to the extent such infringement involves the manufacture, use or sale of the Designated Product in the Territory ("Covered Infringement"). Mylan shall promptly inform Penwest of any suspected infringement of any of the Penwest Patents or infringement or misappropriation of the TIMERx Production Technology, whether or not the same involves a Covered InfringementLicensed Patents. 8.2 If i. During the suspected infringement or misappropriation does not involve a Covered InfringementTerm, Penwest may take, or refrain from taking, any action it chooses, with or without notice to Mylan, and Mylan shall have no right to take any action with respect to such suspected infringement or misappropriation, nor to any recoveries with respect thereto. If the suspected infringement or misappropriation involves a Covered Infringement, Penwest COMPANY shall, within 30 days of the first notice referred to in Section , inform Mylan whether or not Penwest intends to institute suit against such third party with respect to a Covered Infringement. Mylan will not take any steps toward instituting suit against any third party involving a Covered Infringement until Penwest has informed Mylan of its intention pursuant to the previous sentence. 8.3 If Penwest notifies Mylan that it intends to institute suit against a third party with respect to a Covered Infringement, and Mylan does not agree to join in such suit as provided in Section , Penwest may bring such suit on its own and shall in such event bear all costs of, and shall exercise all control over, such suit. Penwest may, at its expense, bring have the right to enforce any Licensed Patents against such infringer and may defend any declaratory judgment action brought against it alleging the invalidity of a Licensed Patent. COMPANY agrees to defend LICENSOR against any counterclaim brought against it in such action. LICENSOR shall cooperate with COMPANY in such effort, and EMORY agrees that it will, at COMPANY’S expense, be joined as a party to such action, if necessary. It is LICENSOR’s intention that COMPANY be able to prosecute an alleged infringement without including LICENSOR as a party to the litigation, should LICENSOR choose at its discretion not to be a party to the litigation, and as such herein grants COMPANY the rights in Licensed Patents to ▇▇▇ an infringer alone. Should GTRC choose not to join in such action and COMPANY is unable to initiate or prosecute such action in its name only by a ruling of a court of competent jurisdiction, GTRC shall assign to EMORY only such rights to the name applicable Licensed Patent that may be necessary to permit COMPANY to initiate or prosecute such action without GTRC, provided that COMPANY shall be responsible for all reasonable attorney’s fees and costs associated with LICENSOR’s participation in such suit. COMPANY shall reimburse LICENSOR for any costs incurred, including reasonable attorneys’ fees, as part of Mylan and/or cause Mylan any action brought by COMPANY. ii. COMPANY shall not enter into any settlement agreement, voluntary dismissal, consent judgment or other voluntary final disposition in any action regarding the Licensed Patents, without the express written consent of LICENSOR if such agreement would or would be reasonably likely to have a material adverse effect on the validity or enforceability of the Licensed Patents, which consent shall not be joined unreasonably withheld, conditioned or delayed. Consent shall be deemed given hereunder if no objection is provided in writing within fifteen days of delivery of the suit request for such consent. Any recovery or settlement received (whether for punitive or exemplary damages, or any other recovery or settlement received, including compensatory damages or damages based on loss or revenues (hereinafter referred to as a plaintiff. Recoveries, if any, whether by judgment, award, decree or settlement“Recovery”)), shall belong solely first be used to Penwest. 8.4 If Penwest notifies Mylan that it desires to institute suit against such third party with respect to a Covered Infringement, reimburse the documented out-of-pocket costs and Mylan notifies Penwest within 30 days after receipt of such notice that Mylan desires to institute suit jointly, the suit shall be brought jointly expenses incurred by COMPANY and LICENSOR in the names of both parties and all costs thereof shall be borne equally. Recoveries, if any, whether by judgment, award, decree or settlement, shall, after the reimbursement of each of Penwest and Mylan for its share of the joint costs in pursuing such action, be shared between Penwest and Mylan equally; provided however that, to the extent any portion of the balance of the Recovery represents compensatory damages, for example, compensation for loss of revenues, such net recoveries which constitutes the equivalent of, or damages or payments in lieu of, a royalty measured by the defendant's Net Sales shall not be shared equally, but portion shall be shared between Penwest deemed to be the Sales of Licensed Products in the fiscal quarter received by COMPANY, and Mylan COMPANY shall pay to LICENSOR an amount representing the royalty which would have been paid by COMPANY in accordance with Section the provisions of Article 3.2 had such portion of the Recovery been accrued by COMPANY as if they were Mylan's Net Sales. Any remaining amounts of such Recovery that represents, for example, additional damages (such as enhanced or punitive damages) shall be paid (a) [* * *] to the extent the Recovery is attributable to infringement in the United States of Licensed Patents and (b) otherwise [* * *]. 8.5 8.2 If Penwest COMPANY fails, within [* * *] days after receiving notice of a potential infringement that would or would be reasonably likely to have a material adverse effect the validity or enforceability of the Licensed Patents , to institute an action against such infringer or notifies Mylan LICENSOR that it does not intend plan to institute suit against such third action, then LICENSOR shall have the right to do so at its own expense unless COMPANY notifies LICENSOR that COMPANY is engaged in bona fide negotiations for the grant to the alleged infringer of a sublicense. COMPANY shall cooperate with LICENSOR in such effort including being joined as a party with respect to a Covered Infringement, Mylan may institute suit on its ownsuch action if necessary. Mylan LICENSOR shall bear be entitled to retain all damages or costs of, and shall exercise all control over, such suit. Recoveries, if any, whether by judgment, award, decree or settlement, shall belong solely to Mylan; provided however that, after reimbursement of Mylan for its costs awarded in such action, any portion of such net recoveries which constitutes the equivalent of, or damages or payments in lieu of, a royalty measured by the defendant's Net Sales shall be shared between Penwest and Mylan in accordance with Section as if they were Mylan's Net Sales. 8.6 . Should either Penwest LICENSOR or Mylan commence COMPANY be a party to a suit under the provisions of this Section Article and thereafter elect to abandon such suit, the same, it abandoning party shall give timely notice to the other party, party who may, if it so desiresat its discretion, be joined as a plaintiff in the suit (or continue as such if it is already one) and continue prosecution of such suit. The sharing of expenses and any recovery of such suit shall be as reasonably agreed between Penwest and Mylan.

Infringement. 8.1 Penwest shall promptly inform Mylan If during the term of any suspected this Agreement, either party becomes aware of a third party infringement or threatened infringement of any of Licensed Patents, the Penwest Patents or following provisions shall apply: (a) Introgen shall have the infringement or misappropriation of right, but not the TIMERx Production Technology by a third partyobligation, to bring suit (itself or through a designee) to enforce the extent such infringement involves Licensed Patents, and/or to defend any declaratory judgment action with respect thereto, in each case with respect to the manufacture, sale or use or sale of a product within the Designated Product in Field; provided, however, that Introgen shall keep Corixa reasonably informed as to the Territory ("Covered Infringement")defense and/or settlement of such action. Mylan shall promptly inform Penwest of any suspected infringement of any of the Penwest Patents or infringement or misappropriation of the TIMERx Production Technology, whether or not the same involves a Covered Infringement. 8.2 If the suspected infringement or misappropriation does not involve a Covered Infringement, Penwest may take, or refrain from taking, any action it chooses, with or without notice to Mylan, and Mylan Corixa shall have no the right to take participate in any such action with counsel of its own choice at its own expense. Without limiting the provisions of Section 7.3 below, Corixa agrees to cooperate with Introgen with respect to such suspected infringement or misappropriation, nor to any recoveries with respect theretoactions brought by Introgen under this Section 7.2(a) at Introgen’s request and expense. If the suspected infringement or misappropriation involves a Covered InfringementIntrogen decides to undertake such suit, Penwest shall, within 30 days of the first notice referred to then any amounts received by Introgen in Section , inform Mylan whether or not Penwest intends to institute suit against such third party Action with respect to a Covered Infringement. Mylan will not take any steps toward instituting suit against any third party involving a Covered Infringement until Penwest has informed Mylan of its intention pursuant infringement that occurred prior to the previous sentencejudgment awarding such amounts shall be included, after deducting the costs incurred by Introgen in connection with such Action, in Annual Net Sales hereunder. 8.3 (b) If Penwest notifies Mylan that it intends Introgen elects not to institute suit so initiate an action to enforce the Licensed Patents against a third party commercially significant infringement by a Third Party within the Field, within one hundred eighty (180) days of a request by Corixa to do so, Corixa may initiate such action at its expense; provided, however, that Corixa shall keep Introgen reasonably informed as to the defense and/or settlement of such action, as requested from time to time by Introgen, and provided that there is not then ongoing a litigation in any country with respect to a Covered Infringement, and Mylan does not agree the Licensed Technology. Introgen shall have the right to join participate in any such suit as provided in Section , Penwest may bring such suit on action with counsel of its own and shall in such event bear all costs of, and shall exercise all control over, such suit. Penwest may, choice at its own expense, bring such action in the name of Mylan and/or cause Mylan . Introgen agrees to be joined in the suit as a plaintiff. Recoveries, if any, whether by judgment, award, decree or settlement, shall belong solely to Penwest. 8.4 If Penwest notifies Mylan that it desires to institute suit against such third party cooperate with Corixa with respect to a Covered Infringementactions brought by Corixa under this Section 7.2(b) at Corixa’s request and expense. If Corixa undertakes such suit, and Mylan notifies Penwest within 30 days then, after receipt of deducting the costs incurred by Corixa in connection with such notice that Mylan desires to institute suit jointlyAction, the suit Introgen shall be brought jointly in the names entitled to receive [***] ([***]%) of both parties and all costs thereof shall be borne equally. Recoveries, if any, whether any amounts received by judgment, award, decree or settlement, shall, after the reimbursement of each of Penwest and Mylan for its share of the joint costs Corixa in such action. (c) Upon Introgen’s reasonable request, be shared between Penwest and Mylan equally; provided however thatCorixa agrees to use reasonable efforts, any portion of such net recoveries which constitutes the equivalent of, or damages or payments in lieu of, a royalty measured by the defendant's Net Sales shall not be shared equallyincluding, but shall be shared between Penwest and Mylan in accordance with Section as if they were Mylan's Net Sales. 8.5 If Penwest notifies Mylan that it does not intend to institute suit against such third party limited to, with respect to a Covered Infringement, Mylan may institute suit on its own. Mylan shall bear all costs of, and shall the exercise all control over, such suit. Recoveries, if any, whether by judgment, award, decree or settlement, shall belong solely to Mylan; provided however that, after reimbursement of Mylan for its costs in such action, any portion of such net recoveries which constitutes the equivalent of, or damages or payments in lieu of, a royalty measured by the defendant's Net Sales shall be shared between Penwest and Mylan in accordance with Section as if they were Mylan's Net Sales. 8.6 Should either Penwest or Mylan commence a suit rights under the provisions of Columbia Agreement (as defined in Section 10.1) to cause Columbia (as defined in Section 10.1) to cooperate in any suit, action or other proceeding under this Section 7.2, at Introgen’s expense. *** Certain information on this page has been omitted and thereafter elect to abandon filed separately with the same, it shall give timely notice Securities and Exchange Commission. Confidential treatment has been requested with respect to the other party, who may, if it so desires, be joined as a plaintiff in the suit (or continue as such if it is already one) and continue prosecution of such suit. The sharing of expenses and any recovery of such suit shall be as reasonably agreed between Penwest and Mylan.omitted portions

Infringement. 8.1 Penwest A. Licensee and CMCC shall each inform the other promptly inform Mylan in writing with reasonably sufficient facts of any suspected alleged infringement by a third-party of the Patent Rights in the Field of Use within the scope of this Agreement and of any available evidence thereof. B. Licensee will have the first right, but not the obligation, at its own costs and expense, to defend the Patent Rights throughout the Territory with respect to the Field of Use (subject to consultation with CMCC on strategy, filings and selection and use of outside counsel), provided that Licensee will not settle or compromise any claim, without the prior approval of CMCC, which may not be withheld, conditioned or delayed, unreasonably and will not make any admission as to CMCC without the prior approval of CMCC. C. During the Term, Licensee shall have the first right, but not the obligation, to prosecute at its own expense any infringement of the Patent Rights provided however that if such alleged infringer is an academic institution, a non-profit entity or a foundation (each a “NP Party”), then to the extent Licensee’s rights to prosecute such action are not limited or compromised by such delay because of a tolling or statute of limitations with respect to bringing a cause of action, CMCC shall have two (2) months from receipt from Licensee of sufficient facts of alleged infringement so that CMCC may investigate and persuade such NP Party to desist. Licensee shall not take any action against such NP Party during such two month period. If CMCC is unsuccessful within such two months or waives its initial right with respect to a NP Party, then Licensee shall have the right to proceed as set forth herein. CMCC may join Licensee as a party plaintiff in any such suit described herein, at its own expense, and hereby consents to join Licensee as a party plaintiff, at Licensee’s expense, if CMCC is required as a necessary party for such suit. Any recovery of damages by Licensee for each such suit shall be applied first in satisfaction of any unreimbursed expenses and legal fees of CMCC and Licensee relating to such suit and next toward reimbursement of CMCC for any payments under Article IV past due or withheld and applied pursuant to this Article VIII. Any balance remaining will then be divided [***] to Licensee and [***] to CMCC. Notwithstanding the foregoing, such right to bring such an infringement action permitted under this Paragraph C shall remain in effect only for so long as the license granted hereunder remains exclusive. No settlement, consent judgment or other voluntary final disposition of the suit may be entered into without the consent of CMCC, which consent shall not be unreasonably withheld, conditioned or delayed. Licensee shall indemnify CMCC against any order for costs that may be made against CMCC in such proceedings caused by Licensee which are not due to the negligence, recklessness or intentional misconduct of any CMCC Indemnitee (defined below), breach by CMCC of any of its obligations under this Agreement or CMCC’s use of any Patent Right. D. If within [***] after having been notified of any alleged infringement, Licensee shall have been unsuccessful in persuading the alleged infringer to desist or alternatively actively negotiating a license agreement with such alleged infringer and shall not have brought or shall not be diligently prosecuting an infringement action, or if Licensee shall notify CMCC of its intention not to bring suit against any alleged infringer then, CMCC shall have the right, but shall not be obligated, to prosecute at its own expense any infringement of the Patent Rights. E. In the event Licensee shall undertake the enforcement and/or defense of the Patent Rights by litigation pursuant to Paragraph C of this Article VIII, Licensee may withhold up to [***] of the payments otherwise thereafter due to CMCC under Article IV above and apply the same toward reimbursement of up to [***] of Licensee’s expenses, including reasonable attorneys’ fees, in connection therewith, provided that Licensee sends a quarterly report to CMCC detailing such expenses, offset and withholdings. F. In the event that a declaratory judgment action alleging invalidity or non-infringement of any of the Penwest Patents or Patent Rights shall be brought against Licensee, CMCC, at its option, shall have the infringement or misappropriation right, within [***] after commencement of such action, to participate in the defense of the TIMERx Production Technology by a third partyaction at its own expense under the lead of Licensee however in collaboration with CMCC. G. In any infringement suit which either Party may institute to enforce the Patent Rights pursuant to this Agreement, the other Party hereto shall cooperate in all reasonable respects and, to the extent such infringement involves reasonably possible, have its employees testify when requested and make available relevant records, papers, information, samples, specimens, and the manufacture, like. H. Licensee shall during the exclusive period of this Agreement have the sole right subject to the terms and conditions hereof to sublicense any alleged infringer for future use or sale of the Designated Product in the Territory ("Covered Infringement"). Mylan shall promptly inform Penwest of any suspected infringement of any of the Penwest Patents or infringement or misappropriation of the TIMERx Production Technology, whether or not the same involves a Covered Infringement. 8.2 If the suspected infringement or misappropriation does not involve a Covered Infringement, Penwest may take, or refrain from taking, any action it chooses, with or without notice to Mylan, and Mylan shall have no right to take any action with respect to such suspected infringement or misappropriation, nor to any recoveries with respect thereto. If the suspected infringement or misappropriation involves a Covered Infringement, Penwest shall, within 30 days of the first notice referred to in Section , inform Mylan whether or not Penwest intends to institute suit against such third party with respect to a Covered Infringement. Mylan will not take any steps toward instituting suit against any third party involving a Covered Infringement until Penwest has informed Mylan of its intention pursuant Patent Rights to the previous sentence. 8.3 If Penwest notifies Mylan that it intends extent licensed by this Agreement. Any upfront fees paid to institute suit against a third party with respect to a Covered Infringement, and Mylan does not agree to join in such suit Licensee as provided in Section , Penwest may bring such suit on its own and shall in such event bear all costs of, and shall exercise all control over, such suit. Penwest may, at its expense, bring such action in the name of Mylan and/or cause Mylan to be joined in the suit as a plaintiff. Recoveries, if any, whether by judgment, award, decree or settlement, shall belong solely to Penwest. 8.4 If Penwest notifies Mylan that it desires to institute suit against such third party with respect to a Covered Infringement, and Mylan notifies Penwest within 30 days after receipt part of such notice that Mylan desires to institute suit jointly, the suit shall be brought jointly in the names of both parties and all costs thereof shall be borne equally. Recoveries, if any, whether by judgment, award, decree or settlement, shall, after the reimbursement of each of Penwest and Mylan for its share of the joint costs in such action, be shared between Penwest and Mylan equally; provided however that, any portion of such net recoveries which constitutes the equivalent of, or damages or payments in lieu of, a royalty measured by the defendant's Net Sales shall not be shared equally, but sublicense shall be shared between Penwest Licensee and Mylan in accordance with Section CMCC as if they were Mylan's Net SalesNon-Royalty Sublicensing Income. 8.5 If Penwest notifies Mylan that it does not intend to institute suit against such third party with respect to a Covered Infringement, Mylan may institute suit on its own. Mylan shall bear all costs of, and shall exercise all control over, such suit. Recoveries, if any, whether by judgment, award, decree or settlement, shall belong solely to Mylan; provided however that, after reimbursement of Mylan for its costs in such action, any portion of such net recoveries which constitutes the equivalent of, or damages or payments in lieu of, a royalty measured by the defendant's Net Sales shall be shared between Penwest and Mylan in accordance with Section as if they were Mylan's Net Sales. 8.6 Should either Penwest or Mylan commence a suit under the provisions of this Section and thereafter elect to abandon the same, it shall give timely notice to the other party, who may, if it so desires, be joined as a plaintiff in the suit (or continue as such if it is already one) and continue prosecution of such suit. The sharing of expenses and any recovery of such suit shall be as reasonably agreed between Penwest and Mylan.

Infringement. 8.1 Penwest 9.1 If the production, sale or use of LICENSED PRODUCTS under this LICENSE AGREEMENT by LICENSEE results in any claim for patent infringement against LICENSEE, LICENSEE shall promptly inform Mylan notify UNIVERSITY thereof in writing, setting forth the facts of such claim in reasonable detail. As between the parties to this LICENSE AGREEMENT, LICENSEE shall have the first and primary right and responsibility, at its own expense, to Confidential treatment has been requested with respect to portions of this agreement as indicated by “[***]” and such confidential portions have been deleted and filed separately with the Securities and Exchange Commission pursuant to Rule 24b-2 of the Securities Exchange Act of 1934, as amended. defend and control the defense of any suspected infringement such claim against LICENSEE, by counsel of its own choice. It is understood that any settlement, consent judgment or other voluntary disposition of such actions must be approved by UNIVERSITY, such approval not being unreasonably withheld. Subject to the policies of the Board of Governors of UNIVERSITY, UNIVERSITY agrees to cooperate with LICENSEE in any reasonable manner deemed by LICENSEE to be necessary in defending any such action. LICENSEE shall reimburse UNIVERSITY for any out of pocket expenses incurred in providing such assistance. 9.2 In the event that any PATENT RIGHTS licensed to LICENSEE are infringed by a third party or there is misappropriation of any of the Penwest Patents or the infringement or misappropriation of the TIMERx Production Technology UNIVERSITY TECHNOLOGY by a third party, to LICENSEE shall have the extent such infringement involves the manufactureprimary right, use or sale of the Designated Product in the Territory ("Covered Infringement"). Mylan shall promptly inform Penwest of any suspected infringement of any of the Penwest Patents or infringement or misappropriation of the TIMERx Production Technology, whether or but not the same involves a Covered Infringement. 8.2 If the suspected infringement or misappropriation does not involve a Covered Infringementobligation, Penwest may taketo institute, or refrain from taking, prosecute and control any action it chooses, with or without notice to Mylan, and Mylan shall have no right to take any action proceeding with respect to such suspected infringement or misappropriation, nor by counsel of its choice, including any declaratory judgment action arising from such infringement or misappropriation. It is understood that any settlement, consent judgment or other voluntary disposition of such actions must be approved by UNIVERSITY, such approval not to any recoveries with respect theretobe unreasonably withheld. If LICENSEE recovers monetary damages from a third party, then LICENSEE shall first be reimbursed for all un-reimbursed expenses and costs incurred by LICENSEE in connection with the suspected infringement prosecution of such action or misappropriation involves a Covered Infringementproceeding and then shall pay to UNIVERSITY thirty percent (30%) of the balance of such recovered monetary damages. 9.3 If LICENSEE elects not to enforce any patent within the PATENT RIGHTS, Penwest shall, then LICENSEE shall notify UNIVERSITY in writing within 30 sixty (60) days of the first receiving notice referred to in Section , inform Mylan whether or not Penwest intends to institute suit against such third party with respect to a Covered Infringementthat an infringement exists. Mylan will not take any steps toward instituting suit against any third party involving a Covered Infringement until Penwest has informed Mylan of its intention pursuant to the previous sentence. 8.3 If Penwest notifies Mylan that it intends to institute suit against a third party with respect to a Covered Infringement, and Mylan does not agree to join in such suit as provided in Section , Penwest may bring such suit on its own and shall in such event bear all costs of, and shall exercise all control over, such suit. Penwest UNIVERSITY may, at its expensetheir own expense and control, bring such take steps to defend or enforce any patent within the PATENT RIGHTS and recover, for their own account, any damages, awards or settlements resulting therefrom. 9.4 Notwithstanding the foregoing, and in UNIVERSITY’s sole discretion, UNIVERSITY shall be entitled to participate through counsel of their own choosing in any legal action involving the INVENTIONS and PATENT RIGHTS. Nothing in the name of Mylan and/or cause Mylan to be joined in the suit as a plaintiff. Recoveries, if any, whether by judgment, award, decree or settlement, shall belong solely to Penwest. 8.4 If Penwest notifies Mylan that it desires to institute suit against such third party with respect to a Covered Infringement, and Mylan notifies Penwest within 30 days after receipt of such notice that Mylan desires to institute suit jointly, the suit foregoing sections shall be brought jointly construed in any way which would limit the names of both parties and all costs thereof shall be borne equally. Recoveries, if any, whether by judgment, award, decree or settlement, shall, after the reimbursement of each of Penwest and Mylan for its share authority of the joint costs in such action, be shared between Penwest and Mylan equally; provided however that, any portion Attorney General of such net recoveries which constitutes the equivalent of, or damages or payments in lieu of, a royalty measured by the defendant's Net Sales shall not be shared equally, but shall be shared between Penwest and Mylan in accordance with Section as if they were Mylan's Net SalesNorth Carolina. 8.5 If Penwest notifies Mylan that it does not intend to institute suit against such third party with respect to a Covered Infringement, Mylan may institute suit on its own. Mylan shall bear all costs of, and shall exercise all control over, such suit. Recoveries, if any, whether by judgment, award, decree or settlement, shall belong solely to Mylan; provided however that, after reimbursement of Mylan for its costs in such action, any portion of such net recoveries which constitutes the equivalent of, or damages or payments in lieu of, a royalty measured by the defendant's Net Sales shall be shared between Penwest and Mylan in accordance with Section as if they were Mylan's Net Sales. 8.6 Should either Penwest or Mylan commence a suit under the provisions of this Section and thereafter elect to abandon the same, it shall give timely notice to the other party, who may, if it so desires, be joined as a plaintiff in the suit (or continue as such if it is already one) and continue prosecution of such suit. The sharing of expenses and any recovery of such suit shall be as reasonably agreed between Penwest and Mylan.

Infringement. 8.1 Penwest (a) Each Party shall notify the other promptly inform Mylan after such Party becomes aware of any suspected alleged infringement of any Licensed Patent Rights in any country through the sale of a Licensed Product. (b) If any of the Penwest Patents or the infringement or misappropriation of the TIMERx Production Technology Licensed Patent Rights under which Viventia holds a license is infringed by a third partyparty through the sale of a Licensed Product, Viventia and/or its Affiliates and sublicensees shall have the right and option, but not the obligation, to bring an action for infringement, at its sole expense, against such third party in the name of Viventia and/or in the name of Merck, and to join Merck as a plaintiff if required. Viventia shall promptly notify Merck of any such action and shall keep Merck informed as to the prosecution of any action for such infringement. Viventia shall control the conduct of such litigation, including settlement thereof, but shall not settle without the prior consent of Merck, such consent not to be unreasonably delayed or withheld. In the event Viventia exercises the right to ▇▇▇ herein conferred, any recoveries shall first be used reimburse it for costs and expenses of suit, including attorneys’ fees, and if after such reimbursement any funds remain they shall be treated as Net Sales and Viventia shall promptly pay to Merck the royalty due on same. In the event that Viventia does not institute an infringement proceeding against an infringing third party within one hundred twenty (120) days after becoming aware or receiving notice of any alleged infringement through the sale of a Licensed Product for which it has a right and option to bring an action under this Section 12(b), then Merck shall have the right and option, but not the obligation, to institute such an action and to retain any recovered damages. If by statute or regulation, a delay of one hundred twenty (120) days would result in a diminishment of rights, including by way of example but not limitation loss of the opportunity for a stay of approval of an infringing product, then the one hundred twenty (120) day period above shall be shorted to the extent required to end ten (10) days before the date on which the diminishment of rights would occur. (c) In any infringement suit either Party may institute to enforce any rights pursuant to this Agreement, the other Party hereto shall, at the request of the Party initiating such suit, cooperate in all respects and, to the extent such infringement involves reasonably possible (without adversely affecting the manufactureother Party’s normal business operations), use or sale of have its employees testify when requested and make available relevant records, papers, information, samples, specimens, and the Designated Product like. All reasonable out-of-pocket costs incurred in connection with rendering cooperation requested hereunder shall be paid by the Territory Party requesting cooperation. ("Covered Infringement"). Mylan shall promptly inform Penwest d) The costs and expenses of any suspected infringement of any of the Penwest Patents or infringement or misappropriation of the TIMERx Production Technology, whether or not the same involves a Covered Infringement. 8.2 If the suspected infringement or misappropriation does not involve a Covered Infringement, Penwest may take, or refrain from taking, any action it chooses, with or without notice to Mylan, and Mylan shall have no right to take any action with respect to such suspected infringement or misappropriation, nor to any recoveries with respect thereto. If the suspected infringement or misappropriation involves a Covered Infringement, Penwest shall, within 30 days of the first notice referred to in Section , inform Mylan whether or not Penwest intends to institute suit against such third party with respect to a Covered Infringement. Mylan will not take any steps toward instituting suit against any third party involving a Covered Infringement until Penwest has informed Mylan of its intention instituted pursuant to the previous sentence. 8.3 If Penwest notifies Mylan that it intends to institute suit against a third party with respect to a Covered Infringement, this Section 12 including reasonable fees of attorneys and Mylan does not agree to join in such suit as provided in Section , Penwest may bring such suit on its own and shall in such event bear all costs of, and shall exercise all control over, such suit. Penwest may, at its expense, bring such action in the name of Mylan and/or cause Mylan to be joined in the suit as a plaintiff. Recoveries, if any, whether by judgment, award, decree or settlement, shall belong solely to Penwest. 8.4 If Penwest notifies Mylan that it desires to institute suit against such third party with respect to a Covered Infringement, and Mylan notifies Penwest within 30 days after receipt of such notice that Mylan desires to institute suit jointly, the suit shall be brought jointly in the names of both parties and all costs thereof other professionals) shall be borne equally. Recoveriesby the Party instituting the action, or, if any, whether by judgment, award, decree or settlement, shall, after the reimbursement of each of Penwest Parties elect to cooperate in instituting and Mylan for its share of the joint costs in maintaining such action, such costs and expenses shall be shared between Penwest and Mylan equally; provided however that, any portion of such net recoveries which constitutes the equivalent of, or damages or payments in lieu of, a royalty measured borne by the defendant's Net Sales Parties in such proportions as they may agree in writing. Each Party shall not be shared equally, but execute all necessary and proper documents and take such actions as shall be shared between Penwest and Mylan in accordance with Section as if they were Mylan's Net Sales. 8.5 If Penwest notifies Mylan that it does not intend appropriate to allow the other Party to institute suit against and prosecute such third party with respect infringement actions (if such other Party has the right to a Covered Infringement, Mylan may institute suit on its own. Mylan shall bear all costs of, and shall exercise all control over, prosecute such suit. Recoveries, if any, whether by judgment, award, decree or settlement, shall belong solely infringement actions pursuant to Mylan; provided however that, after reimbursement of Mylan for its costs in such action, any portion of such net recoveries which constitutes the equivalent of, or damages or payments in lieu of, a royalty measured by the defendant's Net Sales shall be shared between Penwest and Mylan in accordance with Section as if they were Mylan's Net Sales. 8.6 Should either Penwest or Mylan commence a suit under the provisions of this Section and thereafter elect to abandon the same, it shall give timely notice to the other party, who may, if it so desires, be joined as a plaintiff in the suit (or continue as such if it is already one) and continue prosecution of such suit. The sharing of expenses and any recovery of such suit shall be as reasonably agreed between Penwest and Mylan12).

Infringement. 8.1 Penwest A. Licensee and CMCC shall each inform the other promptly inform Mylan in writing of any suspected alleged infringement by a third party of the Patent Rights in the Field of Use and of any available evidence thereof. B. During the Term of this Agreement, CMCC shall have the right, but shall not be obligated, to prosecute at its own expense any infringement of the Patent Rights and, in furtherance of such right, Licensee hereby agrees that CMCC may include Licensee as a party plaintiff in any such suit, without expense to Licensee. No settlement, consent judgment or other voluntary final disposition of the suit that adversely affects the rights of Licensee under this Agreement may be entered into without the consent of Licensee. The total cost of any infringement action commenced or defended solely by CMCC shall be borne by CMCC. Any recovery or damages for past infringement derived therefrom will first be applied to CMCC and Licensee’s expenses, including reasonable attorney’s fees, in connection therewith, and any balance remaining then will be divided eighty percent (80%) to CMCC and twenty percent (20%) to Licensee. C. If within three (3) months after having been notified with sufficient facts of any alleged infringement, CMCC shall have been unsuccessful in persuading the alleged infringer to desist and shall not have brought and shall not be diligently prosecuting an infringement action, or if CMCC notifies Licensee of its intention not to bring suit against any alleged infringer then, provided that the exclusive license granted to Licensee in ARTICLE II is still in effect for such relevant Patent Rights, Licensee shall have the right, but shall not be obligated, to prosecute at its own expense any infringement of the Patent Rights. CMCC hereby agrees that Licensee may include CMCC as a party plaintiff in any such suit, without expense to CMCC. No settlement, consent judgment or other voluntary final disposition of the suit may be entered into without the consent of CMCC, which consent shall not be unreasonably withheld. Licensee shall indemnify CMCC against any order for costs that may be made against CMCC in such proceedings to the extent that such order does not relate to or arise from CMCC’s negligence, reckless misconduct or intentional misconduct during such proceeding. D. In the event Licensee shall undertake the enforcement and/or defense of the Patent Rights by litigation pursuant to Paragraph C of this ARTICLE VII, Licensee may withhold up to fifty percent (50%) of the payments otherwise thereafter due to CMCC under ARTICLE IV above and apply the same toward reimbursement of up to fifty percent (50%) of Licensee’s expenses, including reasonable attorney’s fees, in connection therewith provided that Licensee sends a quarterly report to CMCC detailing such expenses, offset and withholdings. Any recovery of damages by Licensee for each such suit shall be applied first in satisfaction of any unreimbursed expenses and legal fees of CMCC and Licensee relating to such suit and next toward reimbursement of CMCC for any payments under ARTICLE IV past due or withheld and applied pursuant to this ARTICLE VII. Any balance remaining will then be divided eighty percent (80%) to Licensee and twenty percent (20%) to CMCC. E. In the event that a declaratory judgment action alleging invalidity or non-infringement of any of the Penwest Patents or Patent Rights shall be brought against Licensee, CMCC, at its option, shall have the infringement or misappropriation right, within thirty (30) days after commencement of such action, to intervene and participate along with Licensee in the defense of the TIMERx Production Technology by a third partyaction at its own expense. F. In any infringement suit which either Party may institute to enforce the Patent Rights pursuant to this Agreement, the other Party hereto shall cooperate in all reasonable respects and, to the extent such infringement involves reasonably possible, have its employees testify when requested and make available relevant records, papers, information, samples, specimens, and the manufacturelike. G. Licensee shall, during the exclusive period of this Agreement, have the sole right subject to the terms and conditions hereof to sublicense any alleged infringer for future use or sale of the Designated Product in the Territory ("Covered Infringement"). Mylan shall promptly inform Penwest of any suspected infringement of any of the Penwest Patents or infringement or misappropriation of the TIMERx Production Technology, whether or not the same involves a Covered Infringement. 8.2 If the suspected infringement or misappropriation does not involve a Covered Infringement, Penwest may take, or refrain from taking, any action it chooses, with or without notice to Mylan, and Mylan shall have no right to take any action with respect to such suspected infringement or misappropriation, nor to any recoveries with respect thereto. If the suspected infringement or misappropriation involves a Covered Infringement, Penwest shall, within 30 days of the first notice referred to in Section , inform Mylan whether or not Penwest intends to institute suit against such third party with respect to a Covered Infringement. Mylan will not take any steps toward instituting suit against any third party involving a Covered Infringement until Penwest has informed Mylan of its intention pursuant Patent Rights to the previous sentence. 8.3 If Penwest notifies Mylan that it intends extent licensed by this Agreement. Any upfront fees paid to institute suit against a third party with respect to a Covered Infringement, and Mylan does not agree to join in such suit Licensee as provided in Section , Penwest may bring such suit on its own and shall in such event bear all costs of, and shall exercise all control over, such suit. Penwest may, at its expense, bring such action in the name of Mylan and/or cause Mylan to be joined in the suit as a plaintiff. Recoveries, if any, whether by judgment, award, decree or settlement, shall belong solely to Penwest. 8.4 If Penwest notifies Mylan that it desires to institute suit against such third party with respect to a Covered Infringement, and Mylan notifies Penwest within 30 days after receipt part of such notice that Mylan desires to institute suit jointly, the suit shall be brought jointly in the names of both parties and all costs thereof shall be borne equally. Recoveries, if any, whether by judgment, award, decree or settlement, shall, after the reimbursement of each of Penwest and Mylan for its share of the joint costs in such action, be shared between Penwest and Mylan equally; provided however that, any portion of such net recoveries which constitutes the equivalent of, or damages or payments in lieu of, a royalty measured by the defendant's Net Sales shall not be shared equally, but sublicense shall be shared between Penwest Licensee and Mylan CMCC in accordance with Section the terms of ARTICLE IV, Paragraph C as if they were Mylan's Net SalesSublicensee Payments under this Agreement. 8.5 If Penwest notifies Mylan that it does not intend to institute suit against such third party with respect to a Covered Infringement, Mylan may institute suit on its own. Mylan shall bear all costs of, and shall exercise all control over, such suit. Recoveries, if any, whether by judgment, award, decree or settlement, shall belong solely to Mylan; provided however that, after reimbursement of Mylan for its costs in such action, any portion of such net recoveries which constitutes the equivalent of, or damages or payments in lieu of, a royalty measured by the defendant's Net Sales shall be shared between Penwest and Mylan in accordance with Section as if they were Mylan's Net Sales. 8.6 Should either Penwest or Mylan commence a suit under the provisions of this Section and thereafter elect to abandon the same, it shall give timely notice to the other party, who may, if it so desires, be joined as a plaintiff in the suit (or continue as such if it is already one) and continue prosecution of such suit. The sharing of expenses and any recovery of such suit shall be as reasonably agreed between Penwest and Mylan.

Infringement. 8.1 Penwest shall promptly inform Mylan Metavante shall, at its own expense, defend any action brought against Customer based on a claim that Customer's use of any suspected Metavante Product under the terms of this Agreement infringes a copyright, trademark or patent under United States law and Metavante shall pay any final judgment awarded or settlement reached, provided that Customer notifies Metavante promptly in writing of the claim and Metavante has an opportunity to fully defend the claim and/or agrees to any settlement of such claim. Should Customer's use of any Metavante Product become, or in Metavante's opinion be likely to become, the subject of a claim of infringement of any a copyright, trademark or patent under United States law, Metavante may procure for Customer the right to continue using the Metavante Product as contemplated by this Agreement, or replace or modify the Metavante Product to make it non-infringing, at no additional charge to Customer. In the event neither of the Penwest Patents or above is economically practical, Metavante shall refund the infringement or misappropriation unamortized portion of the TIMERx Production Technology license fee paid by Customer for such Metavante Product, based upon a third party, to the extent such infringement involves the manufacture, use or sale five year straight line depreciation commencing as of the Designated Product in the Territory ("Covered Infringement")date of this Agreement. Mylan The foregoing indemnity shall promptly inform Penwest apply to Custom Programs only if Metavante had actual knowledge of any suspected infringement of any a potential third party claim prior to commencing development of the Penwest Patents or infringement or misappropriation Custom Program and failed to notify Customer of the TIMERx Production Technologysuch knowledge. In addition, whether or not the same involves a Covered Infringement. 8.2 If the suspected infringement or misappropriation does not involve a Covered Infringement, Penwest may take, or refrain from taking, any action it chooses, with or without notice to Mylan, and Mylan Metavante shall have no right to take obligation for any action claim based upon (a) Customer's use of other than the then current unaltered Release of the Program, if such infringement could have been avoided by use of the then current unaltered Release, or (b) the operation, combination or use of the Program with equipment, data or programs not furnished by Metavante, or (c) Programs modified by Customer or any third party. The foregoing states the entire liability of Metavante with respect to such suspected any claim of infringement or misappropriation, nor to any recoveries with respect thereto. If the suspected infringement or misappropriation involves a Covered Infringement, Penwest shall, within 30 days of the first notice referred to in Section , inform Mylan whether or not Penwest intends to institute suit against such third party with respect to a Covered Infringement. Mylan will not take any steps toward instituting suit against any third party involving a Covered Infringement until Penwest has informed Mylan of its intention pursuant to the previous sentence. 8.3 If Penwest notifies Mylan that it intends to institute suit against a third party with respect to a Covered Infringement, and Mylan does not agree to join in such suit as provided in Section , Penwest may bring such suit on its own and shall in such event bear all costs of, and shall exercise all control over, such suit. Penwest may, at its expense, bring such action in the name of Mylan and/or cause Mylan to be joined in the suit as a plaintiff. Recoveries, if any, whether by judgment, award, decree or settlement, shall belong solely to Penwest. 8.4 If Penwest notifies Mylan that it desires to institute suit against such third party with respect to a Covered Infringement, and Mylan notifies Penwest within 30 days after receipt of such notice that Mylan desires to institute suit jointly, the suit shall be brought jointly in the names of both parties and all costs thereof shall be borne equally. Recoveries, if any, whether by judgment, award, decree or settlement, shall, after the reimbursement of each of Penwest and Mylan for its share of the joint costs in such action, be shared between Penwest and Mylan equally; provided however that, any portion of such net recoveries which constitutes the equivalent of, or damages or payments in lieu of, a royalty measured by the defendant's Net Sales shall not be shared equally, but shall be shared between Penwest and Mylan in accordance with Section as if they were Mylan's Net SalesMetavante Products or any part thereof. 8.5 If Penwest notifies Mylan that it does not intend to institute suit against such third party with respect to a Covered Infringement, Mylan may institute suit on its own. Mylan shall bear all costs of, and shall exercise all control over, such suit. Recoveries, if any, whether by judgment, award, decree or settlement, shall belong solely to Mylan; provided however that, after reimbursement of Mylan for its costs in such action, any portion of such net recoveries which constitutes the equivalent of, or damages or payments in lieu of, a royalty measured by the defendant's Net Sales shall be shared between Penwest and Mylan in accordance with Section as if they were Mylan's Net Sales. 8.6 Should either Penwest or Mylan commence a suit under the provisions of this Section and thereafter elect to abandon the same, it shall give timely notice to the other party, who may, if it so desires, be joined as a plaintiff in the suit (or continue as such if it is already one) and continue prosecution of such suit. The sharing of expenses and any recovery of such suit shall be as reasonably agreed between Penwest and Mylan.

Infringement. 8.1 Penwest 8.1. METASYN shall inform GENERAL promptly inform Mylan in writing of any suspected alleged infringement of PATENT RIGHTS by a third party of which it shall have knowledge and provide any available evidence of infringement. 8.2. GENERAL shall have the right, but shall not be obligated, to prosecute at its own expense any such infringements of PATENT RIGHTS and, in furtherance of such rights, METASYN hereby agrees that GENERAL may join METASYN as a party plaintiff in any such suit, without expense to METASYN. The total cost of any such infringement action commenced or defended solely by GENERAL shall be borne by GENERAL. No settlement, consent judgment or other voluntary final disposition of the suit may be entered into without the consent of METASYN which consent shall not unreasonably be withheld. Any recovery or damages for past infringement derived from such action shall first be used to reimburse GENERAL for all expenses and legal fees connected with such action. GENERAL shall then keep any recovery or damages equal to the amount of royalties not received by GENERAL. Any recovery or damages then remaining shall be used to compensate METASYN for its lost profits or a reasonable royalty on the sales of the infringer, whichever measure of damages the court shall have applied. In the event the damages remaining after the deductions of expenses and legal fees are not sufficient to cover the allocations to both GENERAL and METASYN set forth in the preceding two sentences, the remaining damages will be allocated between GENERAL and METASYN on a pro rata basis. In the event recovery or damages still remain after the above-mentioned allocations the remainder shall be divided as follows: [ ]* to GENERAL and the remaining [ ]* to METASYN. 8.3. If within six months after having been notified of any alleged infringement GENERAL shall have been unsuccessful in causing the alleged infringer to desist and shall *Confidential information omitted and filed with the Commission. not have brought or shall not be diligently prosecuting an infringement action, or if GENERAL shall notify METASYN at any time prior thereto of its intention not to bring suit against any alleged infringer, then, in those events only, METASYN may, for such purposes, use the name of GENERAL as party plaintiff, and GENERAL shall cooperate with METASYN in such action at METASYN's expense. No settlement, consent judgment or other voluntary final disposition of the suit which invalidates or restricts the claims of such PATENT RIGHTS may be entered into without the consent of GENERAL, which consent shall not be unreasonably withheld. METASYN shall indemnify GENERAL against any order for payment that may be made against GENERAL in such proceedings. 8.4. In the event that any action is brought against METASYN for infringement of any patent or for wrongful use of any proprietary information of any third party arising out of METASYN's exercise of any PATENT RIGHTS licensed under this Agreement, GENERAL agrees to cooperate with METASYN, at METASYN's expense, in connection with METASYN's defense of such action. 8.5. In the event that METASYN shall undertake the enforcement and/or defense of the PATENT RIGHTS by litigation, METASYN may withhold up to [ ]* of the royalties and sublicense revenues otherwise due GENERAL hereunder (after any reduction pursuant to Paragraph 5.4) after notification of infringement and apply the same toward reimbursement of its expenses, including reasonable attorneys' fees, in connection therewith. In order for such royalties to be continued to be withheld, METASYN must continuously and diligently pursue such enforcement and/or defense. GENERAL may retain counsel at its expense to represent it in such suit. Any recovery of damages by METASYN for any such suit shall be applied first in satisfaction of any unreimbursed expenses and legal fees of METASYN and then the expenses and legal fees of GENERAL, if any, relating to the suit. Next the remaining damages shall be applied toward compensation for METASYN's lost profits or a reasonable royalty on the sales of the infringer, whichever measure of damages the court shall have applied, and the reimbursement to GENERAL of royalties withheld by METASYN pursuant to this Paragraph 7.5 and royalties not received by GENERAL from sales by the infringer. In the event damages remaining after the deduction of any unreimbursed expenses and legal fees of METASYN or GENERAL relating to the suit are not sufficient to cover the allocations to METASYN and GENERAL set forth in the preceding sentence, the damages remaining after reimbursement of expenses and legal fees shall be allocated to METASYN and GENERAL on a pro rata basis. Any damages or recovery remaining after the allocations to METASYN and GENERAL of lost profits or unrecovered royalties as previously set forth shall be divided as follows: [ ]* to METASYN and [ ]* to GENERAL. 8.6. In the event that a declaratory judgment action alleging invalidity or non-infringement of any of the Penwest Patents or the infringement or misappropriation of the TIMERx Production Technology by a third party, to the extent such infringement involves the manufacture, use or sale of the Designated Product in the Territory ("Covered Infringement"). Mylan shall promptly inform Penwest of any suspected infringement of any of the Penwest Patents or infringement or misappropriation of the TIMERx Production Technology, whether or not the same involves a Covered Infringement. 8.2 If the suspected infringement or misappropriation does not involve a Covered Infringement, Penwest may take, or refrain from taking, any action it chooses, with or without notice to Mylan, and Mylan shall have no right to take any action with respect to such suspected infringement or misappropriation, nor to any recoveries with respect thereto. If the suspected infringement or misappropriation involves a Covered Infringement, Penwest shall, within 30 days of the first notice referred to in Section , inform Mylan whether or not Penwest intends to institute suit against such third party with respect to a Covered Infringement. Mylan will not take any steps toward instituting suit against any third party involving a Covered Infringement until Penwest has informed Mylan of its intention pursuant to the previous sentence. 8.3 If Penwest notifies Mylan that it intends to institute suit against a third party with respect to a Covered Infringement, and Mylan does not agree to join in such suit as provided in Section , Penwest may bring such suit on its own and shall in such event bear all costs of, and shall exercise all control over, such suit. Penwest may, at its expense, bring such action in the name of Mylan and/or cause Mylan to be joined in the suit as a plaintiff. Recoveries, if any, whether by judgment, award, decree or settlement, shall belong solely to Penwest. 8.4 If Penwest notifies Mylan that it desires to institute suit against such third party with respect to a Covered Infringement, and Mylan notifies Penwest within 30 days after receipt of such notice that Mylan desires to institute suit jointly, the suit PATENT RIGHTS shall be brought jointly in against METASYN, GENERAL as its option, shall have the names right, within thirty (30) days after commencement of both parties such action to intervene and all costs thereof shall be borne equally. Recoveries, if any, whether by judgment, award, decree or settlement, shall, after take over the reimbursement of each of Penwest and Mylan for its share sole defense of the joint costs in such actionaction at its own expense. 8.7. In the event one party undertakes the enforcement and/or defense of any PATENT RIGHTS hereunder, be shared between Penwest the other party shall use reasonable efforts to fully cooperate with and Mylan equally; provided however that, any portion of such net recoveries which constitutes the equivalent of, or damages or payments in lieu of, a royalty measured shall supply all assistance reasonably requested by the defendant's Net Sales party initiating or carrying *Confidential information omitted and filed with the Commission. out such proceedings. The party that institutes any proceeding to enforce or defend PATENT RIGHTS shall not be shared equally, but shall be shared between Penwest have sole control of that proceeding and Mylan in accordance with Section as if they were Mylan's Net Sales. 8.5 If Penwest notifies Mylan that it does not intend to institute suit against such third party with respect to a Covered Infringement, Mylan may institute suit on its own. Mylan shall bear all costs of, the reasonable expenses incurred by said other party in providing such assistance and shall exercise all control over, such suit. Recoveries, if any, whether by judgment, award, decree or settlement, shall belong solely cooperation as is requested pursuant to Mylan; provided however that, after reimbursement of Mylan for its costs in such action, any portion of such net recoveries which constitutes the equivalent of, or damages or payments in lieu of, a royalty measured by the defendant's Net Sales shall be shared between Penwest and Mylan in accordance with Section as if they were Mylan's Net Salesthis Section. 8.6 Should either Penwest or Mylan commence a suit under the provisions of this Section and thereafter elect to abandon the same, it shall give timely notice to the other party, who may, if it so desires, be joined as a plaintiff in the suit (or continue as such if it is already one) and continue prosecution of such suit. The sharing of expenses and any recovery of such suit shall be as reasonably agreed between Penwest and Mylan.

Infringement. 8.1 Penwest 13.1 Palomar will protect the Palomar Patent Rights from infringement and prosecute infringers when, in its sole judgement, such action may be reasonably necessary, proper and justified. 13.2 If Coherent shall promptly inform Mylan of any suspected have supplied Palomar with written evidence demonstrating to Palomar's reasonable satisfaction prima facie infringement of any a claim of the Penwest Patents or the infringement or misappropriation of the TIMERx Production Technology a Palomar Patent Right by a third party, to the extent such infringement involves the manufacture, use or sale of the Designated Product in the Territory ("Covered Infringement"). Mylan shall promptly inform Penwest of any suspected infringement of any of the Penwest Patents or infringement or misappropriation of the TIMERx Production Technology, whether or not the same involves a Covered Infringement. 8.2 If the suspected infringement or misappropriation does not involve a Covered Infringement, Penwest Coherent may take, or refrain from taking, any action it chooses, with or without by notice to Mylan, and Mylan shall have no right request Palomar to take any action with respect steps to protect such suspected infringement or misappropriation, nor to any recoveries with respect theretoPatent Right. If the suspected infringement or misappropriation involves a Covered Infringement, Penwest shall, Palomar shall notify Coherent within 30 sixty (60) days of the first receipt of such notice referred to in Section , inform Mylan whether or not Penwest Palomar intends to institute suit against such third party with respect to a Covered Infringementprosecute the alleged infringement. Mylan will not take any steps toward instituting suit against any third party involving a Covered Infringement until Penwest has informed Mylan of its intention pursuant to the previous sentence. 8.3 If Penwest Palomar notifies Mylan Coherent that it intends to institute suit against a third party with respect to a Covered Infringementso prosecute, and Mylan does not agree to join in such suit as provided in Section , Penwest may bring such suit on its own and shall in such event bear all costs of, and shall exercise all control over, such suit. Penwest may, at its expense, bring such action in the name of Mylan and/or cause Mylan to be joined in the suit as a plaintiff. Recoveries, if any, whether by judgment, award, decree or settlement, shall belong solely to Penwest. 8.4 If Penwest notifies Mylan that it desires to institute suit against such third party with respect to a Covered Infringement, and Mylan notifies Penwest within 30 days after receipt of such notice that Mylan desires to institute suit jointly, the suit shall be brought jointly in the names of both parties and all costs thereof shall be borne equally. Recoveries, if any, whether by judgment, award, decree or settlement, Palomar shall, after within three (3) months of its notice to Coherent either (i) cause infringement to terminate or (ii) initiate legal proceedings against the reimbursement of each of Penwest and Mylan for its share of infringer. In the joint costs in such action, be shared between Penwest and Mylan equally; provided however that, any portion of such net recoveries which constitutes the equivalent of, or damages or payments in lieu of, a royalty measured by the defendant's Net Sales shall not be shared equally, but shall be shared between Penwest and Mylan in accordance with Section as if they were Mylan's Net Sales. 8.5 If Penwest event that Palomar notifies Mylan Coherent that it Palomar does not intend to institute prosecute said infringement, Coherent may, upon notice to Palomar, initiate legal proceedings against the infringer at Coherent's expense and in Palomar's name if so required by law. No settlement, consent judgment or other voluntary final disposition of the suit against which invalidates or restricts the claims of such third party with respect to a Covered InfringementPatent Rights will be entered into without the consent of Palomar, Mylan may institute suit on its own. Mylan which consent shall bear all costs ofnot be unreasonably withheld, and shall exercise not be withheld unless Palomar assumes responsibility for future expenses in litigation. Coherent shall indemnify Palomar against any order for payment that may be made against Palomar as a result of any settlement, consent judgment or other voluntary final disposition of the suit entered into without Palomar's consent. 13.3 In the event that one party shall initiate or carry on legal proceedings to enforce any Patent Right against any alleged infringer, the other party shall fully cooperate with and supply all assistance reasonably requested by the party initiating or carrying on such proceedings. The party which institutes any suit to protect or enforce a Patent Right shall have sole control over, of that suit and shall bear the reasonable expenses (excluding legal fees) incurred by said other party in providing such suitassistance and cooperation as is requested pursuant to this paragraph. Recoveries, if any, The party initiating or carrying on such legal proceedings shall keep the other party informed of the progress of such proceedings and said other party shall be entitled to counsel in such proceedings but at its own expense. Any award paid by third parties as the result of such proceedings (whether by judgment, award, decree way of settlement or settlement, otherwise) shall belong solely first be applied to Mylan; provided however that, after reimbursement of Mylan for its costs in such actionthe unreimbursed legal fees and expenses incurred by either party, any portion of such net recoveries which constitutes including reimbursement to Palomar, and then the equivalent of, or damages or payments in lieu of, a royalty measured by the defendant's Net Sales remainder shall be shared divided between Penwest the parties as follows: (i) If the amount is based on lost profits, Coherent shall receive an amount equal to the damages the court determines Coherent has suffered as a result of the infringement less the amount of any royalties and Mylan in accordance with Section other payments that would have been due Palomar on sales of products lost by Coherent as a result of the infringement had Coherent made such sales; and (ii) Palomar shall receive an amount equal to the royalties and other payments it would have received if they were Mylan's Net Sales.such sales had been made by Coherent, or 8.6 Should either Penwest or Mylan commence a suit under 13.3.2 As to awards other than those based on lost profits, sixty (60) percent to the provisions of this Section party initiating such proceedings and thereafter elect to abandon the same, it shall give timely notice forty (40) percent to the other party, who may, if it so desires, be joined as a plaintiff provided that in the event that Palomar has paid for further litigation subsequent to Palomar's refusal to agree to a settlement, consent judgement or voluntary final disposition of a suit (pursuant to paragraph 13.2, such awards shall be divided equally between the parties. 13.4 For the purposes of the proceedings referred to in this Section 13, Palomar and Coherent shall permit the use of their names and shall execute such documents and carry out such other acts as may be necessary. The party initiating or continue as carrying on such if it is already one) and continue prosecution legal proceedings shall keep the other party informed of the progress of such suit. The sharing of expenses proceedings and any recovery of such suit said other party shall be as reasonably agreed between Penwest and Mylan.entitled to counsel in such proceedings but at tits own expense, said expenses to be off-set against any damages received by the party bringing suit in accordance with the foregoing paragraph 13.3

Infringement. 8.1 Penwest shall promptly inform Mylan 22.1. So long as Licensee remains the exclusive licensee of any suspected of the Patents in the Field of Use, Licensee shall have the right during the term of this Agreement to commence an action for infringement of any of those Patents against any third party for any infringement occurring within the Penwest Patents Field of Use, provided that Licensee shall provide Carnegie Mellon sixty (60) days’ prior written notice of such infringement and of Licensee’s intent to file such action. Carnegie Mellon shall have the right at its own expense (subject to being reimbursed from any settlement amount or proceeds as provided herein) to appear in such action by counsel of its own selection. If required by the infringement or misappropriation jurisdictional laws of the TIMERx Production Technology by forum that any such action be prosecuted in the name of the owner of the Patent or that Carnegie Mellon be joined as a party, Carnegie Mellon shall appear; except that (a) if such appearance could subject Carnegie Mellon to any unrelated action or claim of a third partyparty or Licensee in that or any other jurisdiction, then Carnegie Mellon shall have the right to decline such appearance if Carnegie Mellon may legally do so in the extent opinions of external legal counsels for both Carnegie Mellon and Licensee; and (b) Carnegie Mellon shall have no obligation to appear, if external legal counsels for both Carnegie Mellon and Licensee agree that Carnegie Mellon has no obligation to appear, if the defendant in such action is Marvell Technology Group, Inc., or any direct or indirect subsidiary thereof, or any successor thereto (collectively, a “Marvell Entity”), or if the defendant in such action is accused of infringement involves as a result of the manufacture, use use, importation into the United States, sale, offer of sale, or sale other disposition of products or processes sold or provided directly or indirectly by a Marvell Entity. Licensee shall hold Carnegie Mellon harmless from, and indemnify Carnegie Mellon against any liability, damage, loss, or expense that Carnegie Mellon suffers or incurs, including Carnegie Mellon’s attorneys’ fees and expenses, in connection with, in consequence of or resulting from such action, and all liability, damage, loss, or expense suffered or incurred by Carnegie Mellon in connection with, in consequence of or resulting from such action, including reasonable compensation for the time of any Carnegie Mellon personnel, shall be paid by Licensee as the same is incurred by Carnegie Mellon. Settlement of any action brought by Licensee shall require the consent of Carnegie Mellon and any settlement amount or recovery for damages shall be applied as follows: (a) first, to reimburse the parties for their unreimbursed expenses in connection with the litigation; and (b) second, Carnegie Mellon shall receive compensation for unreimbursed time of any Carnegie Mellon personnel involved in the action; and (c) third, Carnegie Mellon shall receive the following percentage of the Designated Product monies remaining: ten percent (10%). 22.2. In the event that Licensee is unsuccessful in persuading an alleged infringer to desist or fails to initiate any infringement action contemplated by Section 22.1 within a reasonable time after Licensee first becomes aware of the Territory ("Covered Infringement")basis for such action, Carnegie Mellon shall have the right, in its sole discretion, to prosecute such infringement action at its sole expense, and any settlement amount or recovery shall belong to Carnegie Mellon. 22.3. Mylan shall promptly inform Penwest Notwithstanding the pendency of any suspected infringement of any of the Penwest Patents (or infringement other) claim or misappropriation of the TIMERx Production Technologyaction by or against Licensee, whether or not the same involves a Covered Infringement. 8.2 If the suspected infringement or misappropriation does not involve a Covered Infringement, Penwest may take, or refrain from taking, any action it chooses, with or without notice to Mylan, and Mylan Licensee shall have no right to take terminate or suspend (or escrow) payment of any action with respect amounts required to such suspected infringement or misappropriation, nor be paid to any recoveries with respect thereto. If the suspected infringement or misappropriation involves a Covered Infringement, Penwest shall, within 30 days of the first notice referred to in Section , inform Mylan whether or not Penwest intends to institute suit against such third party with respect to a Covered Infringement. Mylan will not take any steps toward instituting suit against any third party involving a Covered Infringement until Penwest has informed Mylan of its intention Carnegie Mellon pursuant to the previous sentencethis Agreement. 8.3 If Penwest notifies Mylan that it intends to institute suit against a third party with respect to a Covered Infringement, and Mylan does not agree to join in such suit as provided in Section , Penwest may bring such suit on its own and shall in such event bear all costs of, and shall exercise all control over, such suit. Penwest may, at its expense, bring such action in the name of Mylan and/or cause Mylan to be joined in the suit as a plaintiff. Recoveries, if any, whether by judgment, award, decree or settlement, shall belong solely to Penwest. 8.4 If Penwest notifies Mylan that it desires to institute suit against such third party with respect to a Covered Infringement, and Mylan notifies Penwest within 30 days after receipt of such notice that Mylan desires to institute suit jointly, the suit shall be brought jointly in the names of both parties and all costs thereof shall be borne equally. Recoveries, if any, whether by judgment, award, decree or settlement, shall, after the reimbursement of each of Penwest and Mylan for its share of the joint costs in such action, be shared between Penwest and Mylan equally; provided however that, any portion of such net recoveries which constitutes the equivalent of, or damages or payments in lieu of, a royalty measured by the defendant's Net Sales shall not be shared equally, but shall be shared between Penwest and Mylan in accordance with Section as if they were Mylan's Net Sales. 8.5 If Penwest notifies Mylan that it does not intend to institute suit against such third party with respect to a Covered Infringement, Mylan may institute suit on its own. Mylan shall bear all costs of, and shall exercise all control over, such suit. Recoveries, if any, whether by judgment, award, decree or settlement, shall belong solely to Mylan; provided however that, after reimbursement of Mylan for its costs in such action, any portion of such net recoveries which constitutes the equivalent of, or damages or payments in lieu of, a royalty measured by the defendant's Net Sales shall be shared between Penwest and Mylan in accordance with Section as if they were Mylan's Net Sales. 8.6 Should either Penwest or Mylan commence a suit under the provisions of this Section and thereafter elect to abandon the same, it shall give timely notice to the other party, who may, if it so desires, be joined as a plaintiff in the suit (or continue as such if it is already one) and continue prosecution of such suit. The sharing of expenses and any recovery of such suit shall be as reasonably agreed between Penwest and Mylan.

Infringement. 8.1 Penwest shall promptly inform Mylan 9.1 Each Party agrees to provide prompt written notice to the other Party of any suspected alleged infringement of any of the Penwest Patents or the infringement or misappropriation of the TIMERx Production Technology Patent Rights by a third party, and of any available evidence thereof, of which it becomes aware. 9.2 During the Term of this Agreement, Licensee, to the extent permitted by law, shall have the right, but shall not be obligated, to prosecute at its own expense all infringements of the Patent Rights and, in furtherance of such right, Northwestern hereby agrees that Licensee may include Northwestern as a party plaintiff in such suit, without expense to Northwestern, provided, however, that such right to bring such infringement involves action shall remain in effect only for so long as the manufacturelicense granted herein remains exclusive. Prior to commencing any such action, use or sale Licensee shall consult with Northwestern and shall consider the view of Northwestern regarding the advisability of the Designated Product proposed action and its effect on the public interest. No settlement, consent judgment or other voluntary final disposition of the suit may be entered into without the prior written consent of Northwestern, which shall not be unreasonably withheld. If it is determined that Licensee does not have the right to prosecute an infringement of the Patent Rights, and Licensee notifies Northwestern of its desire to have such infringement action pursued, Northwestern agrees to prosecute such infringement of the Patent Rights on Licensee’s behalf and at Licensee’s sole expense, and Northwestern shall consult with Licensee on any such infringement action. Licensee shall indemnify Northwestern against any order for costs that may be made against Northwestern in any such proceedings. Any recovery resulting from an action brought by Licensee shall be distributed as follows: (a) each Party shall be reimbursed for any expenses it incurred in the Territory action; ("Covered Infringement"b) as to ordinary damages for past infringement, Licensee shall receive an amount equal to either (i) its lost profits, (ii) a reasonable royalty on the infringing sales, or (iii) whatever alternative measure of such damages the court shall have applied, and such amount shall be treated as Net Sales for the purpose of calculating running royalties under Section 5.3(b). Mylan shall promptly inform Penwest . 9.3 If [***] after having become aware of any suspected alleged infringement Licensee has been unsuccessful in persuading the alleged infringer to desist and either has not brought or is not diligently prosecuting an infringement action, or if Licensee shall notify Northwestern at any time of its intention not to bring suit against any alleged infringer, then Northwestern shall have the right, at its sole discretion, to prosecute such infringement of the Patent Rights under its sole control and at its sole expense. In the event Northwestern elects to prosecute an infringement of any Patent Rights as set forth in this Section 9.3, then (a) Northwestern shall keep any recovery or damages for past infringement derived therefrom, and (b) Licensee shall not offer to sublicense the infringed Patent Rights to the alleged infringer without Northwestern’s written consent. 9.4 In the event that a declaratory judgment action alleging invalidity, unenforceability, or noninfringement of any of the Penwest Patents Patent Rights shall be brought against Northwestern or infringement or misappropriation of the TIMERx Production TechnologyLicensee, whether or not the same involves a Covered Infringement. 8.2 If the suspected infringement or misappropriation does not involve a Covered Infringement, Penwest may take, or refrain from taking, any action it chooses, with or without notice to Mylan, and Mylan shall have no right to take any action with respect to such suspected infringement or misappropriation, nor to any recoveries with respect thereto. If the suspected infringement or misappropriation involves a Covered Infringement, Penwest shall, within 30 days of the first notice referred to in Section , inform Mylan whether or not Penwest intends to institute suit against such third party with respect to a Covered Infringement. Mylan will not take any steps toward instituting suit against any third party involving a Covered Infringement until Penwest has informed Mylan of its intention pursuant to the previous sentence. 8.3 If Penwest notifies Mylan that it intends to institute suit against a third party with respect to a Covered Infringement, and Mylan does not agree to join in such suit as provided in Section , Penwest may bring such suit on its own and shall in such event bear all costs of, and shall exercise all control over, such suit. Penwest mayNorthwestern, at its expense, bring such action in the name of Mylan and/or cause Mylan to be joined in the suit as a plaintiff. Recoveries, if any, whether by judgment, award, decree or settlementoption, shall belong solely to Penwest. 8.4 If Penwest notifies Mylan that have the right, within [***] after it desires to institute suit against such third party with respect to a Covered Infringement, and Mylan notifies Penwest within 30 days after receipt of such receives notice that Mylan desires to institute suit jointly, the suit shall be brought jointly in the names of both parties and all costs thereof shall be borne equally. Recoveries, if any, whether by judgment, award, decree or settlement, shall, after the reimbursement of each of Penwest and Mylan for its share of the joint costs in commencement of such action, to intervene and take over the sole defense of the action (but only to the extent of the Patent Rights) at its own expense. If Northwestern does not exercise this right, Licensee may take over the sole defense of the action at Licensee’s sole expense. No settlement, consent judgment or other voluntary final disposition of the action may be shared between Penwest and Mylan equally; provided however thatentered into without the prior written consent of Northwestern, any portion of such net recoveries which constitutes the equivalent of, or damages or payments in lieu of, a royalty measured by the defendant's Net Sales shall not be shared equallyunreasonably withheld. 9.5 In any infringement suit that either Party may institute to enforce the Patent Rights pursuant to this Agreement and in any declaratory judgment action that one Party is defending, but the other Party hereto shall, at the request and expense of the Party initiating or defending such suit, cooperate in all reasonable respects (including joining as a party if required by law) and, to the extent possible, have its employees testify when requested and make available relevant records, papers, information, samples, specimens, and the like. 9.6 For so long as the license granted herein remains exclusive during the Term of this Agreement, Licensee shall have the sole right to sublicense any alleged infringer for future use of the Patent Rights in accordance with the terms and conditions of this Agreement relating to sublicenses, provided, however, as set forth in Section 9.3 above for any alleged infringer against whom Northwestern is pursuing an infringement action, Licensee shall not offer to sublicense the infringed Patent Rights to such alleged infringer without Northwestern’s written consent. Any upfront fees as part of such a sublicense shall be shared equally between Penwest Licensee and Mylan Northwestern (such upfront payments will not also be subject to payments to Northwestern under Section 5.4 in accordance with Section as if they were Mylan's Net Sales. 8.5 If Penwest notifies Mylan that it does not intend addition to institute suit against this equal sharing); other revenues to Licensee resulting from such third party with respect to a Covered Infringement, Mylan may institute suit on its own. Mylan shall bear all costs of, and shall exercise all control over, such suit. Recoveries, if any, whether by judgment, award, decree or settlement, shall belong solely to Mylan; provided however that, after reimbursement of Mylan for its costs in such action, any portion of such net recoveries which constitutes the equivalent of, or damages or payments in lieu of, a royalty measured by the defendant's Net Sales sublicense shall be shared between Penwest treated pursuant to Sections 5.3 and Mylan in accordance with Section as if they were Mylan's Net Sales5.4. 8.6 Should either Penwest or Mylan commence a suit under the provisions of this Section and thereafter elect to abandon the same, it shall give timely notice to the other party, who may, if it so desires, be joined as a plaintiff in the suit (or continue as such if it is already one) and continue prosecution of such suit. The sharing of expenses and any recovery of such suit shall be as reasonably agreed between Penwest and Mylan.

Infringement. 8.1 Penwest If at any time during the term of this Agreement either Licensee or Biocoat (a “party”) shall promptly inform Mylan become aware of any suspected infringement of any of the Penwest Patents or the infringement or misappropriation of the TIMERx Production Technology by a third party, to the extent such infringement involves the manufacture, use or sale of the Designated Product in the Territory ("Covered Infringement"). Mylan shall promptly inform Penwest of any suspected infringement of any of the Penwest Patents or infringement or misappropriation of the TIMERx Production Technology, whether or not the same involves a Covered Infringement. 8.2 If the suspected infringement or misappropriation does not involve a Covered Infringement, Penwest may take, or refrain from taking, any action it chooses, with or without notice to Mylan, and Mylan shall have no right to take any action with respect to such suspected infringement or misappropriation, nor to any recoveries with respect thereto. If the suspected infringement or misappropriation involves a Covered Infringement, Penwest shall, within 30 days of the first notice referred to in Section , inform Mylan whether or not Penwest intends to institute suit against such third party with respect to a Covered Infringement. Mylan will not take any steps toward instituting suit against any third party involving a Covered Infringement until Penwest has informed Mylan of its intention pursuant to the previous sentence. 8.3 If Penwest notifies Mylan that it intends to institute suit against a third party with respect to a Covered Infringement, and Mylan does not agree to join in such suit as provided in Section , Penwest may bring such suit on its own and shall in such event bear all costs of, and shall exercise all control over, such suit. Penwest may, at its expense, bring such action infringement or threatened infringement in the name Field of Mylan and/or cause Mylan to be joined in any Patent claim or claims embracing a Licensed Product sold by Licensee the suit as a plaintiff. Recoveries, if any, whether by judgment, award, decree or settlement, following provisions shall belong solely to Penwest.apply: 8.4 If Penwest notifies Mylan that it desires to institute suit against 9.1 The party having such third party with respect to a Covered Infringement, and Mylan notifies Penwest within 30 days after receipt of such notice that Mylan desires to institute suit jointly, the suit knowledge shall be brought jointly in the names of both parties and all costs thereof shall be borne equally. Recoveries, if any, whether by judgment, award, decree or settlement, shall, after the reimbursement of each of Penwest and Mylan for its share of the joint costs in such action, be shared between Penwest and Mylan equally; provided however that, any portion of such net recoveries which constitutes the equivalent of, or damages or payments in lieu of, a royalty measured by the defendant's Net Sales shall not be shared equally, but shall be shared between Penwest and Mylan in accordance with Section as if they were Mylan's Net Sales. 8.5 If Penwest notifies Mylan that it does not intend to institute suit against such third party with respect to a Covered Infringement, Mylan may institute suit on its own. Mylan shall bear all costs of, and shall exercise all control over, such suit. Recoveries, if any, whether by judgment, award, decree or settlement, shall belong solely to Mylan; provided however that, after reimbursement of Mylan for its costs in such action, any portion of such net recoveries which constitutes the equivalent of, or damages or payments in lieu of, a royalty measured by the defendant's Net Sales shall be shared between Penwest and Mylan in accordance with Section as if they were Mylan's Net Sales. 8.6 Should either Penwest or Mylan commence a suit under the provisions of this Section and thereafter elect to abandon the same, it shall forthwith give timely notice to the other party. If there is disagreement between the parties as to whether the act complained of is in fact an infringement of any Patent claim or claims, who maythe parties shall refer such issue to a mutually acceptable independent patent counsel. The opinion of such counsel shall be final and binding on the parties and costs incurred in that regard shall be shared [*] percent ([*]%) by Licensee and [*] percent ([*]%) by Biocoat. 9.2 If within ninety (90) days following receipt of notice from Licensee to Biocoat of any such infringement or ninety (90) days after receipt of the opinion of independent patent CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY [*], HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 406 OF THE SECURITIES ACT OF 1933, AS AMENDED. counsel concluding existence of such infringement, Biocoat fails to halt such infringement or to initiate litigation to do so, Licensee shall have the right to initiate such litigation in its own name or in the name of Biocoat as it deems necessary or appropriate. Biocoat shall cooperate with Licensee as is reasonably necessary in any such litigation brought by Licensee in its own name or in Biocoat’s name. In addition, Biocoat shall have the right to determine what proportion, if any, of the expenses of such litigation it so desireswill bear by providing written notice thereof to Licensee within thirty (30) days of the date of receipt by Biocoat of notice that Licensee has initiated litigation. (It is understood by the parties that the proportion of expenses borne by Biocoat shall determine Biocoat’s share of monetary recovery as provided in Section 9.3 below.) 9.3 In the event any monetary recovery in connection with such litigation is obtained (regardless of whether Licensee or Biocoat brought such litigation), such monetary recovery shall be joined as a plaintiff applied in the suit following priority: first, to the reimbursement of Biocoat and Licensee for their out-of-pocket expenses (or continue including reasonable attorneys fees) in connection with such litigation; second, the balance to be shared by Biocoat and Licensee in proportion to the amounts spent by the parties in conducting the litigation as such if it provided in Section 9.2 above. If the monetary recovery is already one) less than the out-of-pocket expenses of Biocoat and continue prosecution Licensee, reimbursement of such suit. The sharing of these expenses and any recovery of such suit shall be in proportion to the amounts spent by the parties in conducting the litigation as reasonably agreed between Penwest and Mylanprovided herein.

Infringement. 8.1 Penwest 7.1. If a party learns of substantial, credible evidence that a Third Party is making, using, or selling a product in the Field of Use in the Territory that infringes a Licensed Patent, such party shall promptly inform Mylan notify the other party in writing of the possible infringement and in such notice describe in detail the information suggesting infringement of the Licensed Patent. Prior to commencing any suspected action to enforce a Licensed Patent, the parties shall enter into good faith negotiations on the desirability of bringing suit, the parties to the action, the selection of counsel, and such other matters as the parties may agree to discuss. Following good faith negotiations on the desirability of bringing suit, the Licensee shall have the initial right, but not the obligation, to institute, prosecute and control any action, suit or proceeding to enforce such Licensed Patent with respect to such infringement, or any declaratory judgment action with respect thereto (each, an “Enforcement Action”) at its expense, using legal counsel of its choice. In the event the Licensee fails to initiate or defend any Enforcement Action with respect to any commercially significant infringement of any Licensed Patent within one hundred eighty (180) days of a request by the University to do so, the University shall have the right, but not the obligation, to initiate such an Enforcement Action, at its expense, using legal counsel of its choice; provided that University shall consider in good faith Licensee’s rationale for not initiating an Enforcement Action (including without limitation, any substantive concern regarding counterclaims by such infringing Third Party). University may be named by Licensee as a co-plaintiff in a suit initiated by Licensee only if: (a) Licensee’s and University’s respective counsel recommend that such action is necessary in their reasonable opinion to achieve standing or a court has required or will require such joinder to pursue the action, (b) University is not the first named party in the action, (c) the pleadings and any public statements by Licensee about the action state that Licensee is pursuing the action and that Licensee has the right to join University as a party, (d) Licensee does not name University as a defendant in the suit; and (e) Licensee reimburses University for any costs or expenses University incurs in participating in the suit. No provision of this Agreement limits, conditions, or otherwise affects a party’s statutory and common-law rights to commence an action to enforce a Licensed Patent except as expressly set forth herein. In any such action, the party controlling such action shall keep the other party reasonably informed of the Penwest Patents status of such action, and the other party agrees to cooperate with the controlling party and such other party will use reasonable efforts to permit access to relevant personnel, records, papers, information, samples and specimens during regular business hours, each at the controlling party’s request and expense. As between the parties hereunder, any amounts recovered (less amounts actually paid for reasonable attorney’s fees and legal expenses) by the controlling party in any such action or settlement that constitute compensation for lost profits or sales will be retained or paid over to Licensee, provided that such amount shall be considered as Net Sales Amounts subject to the royalty rate in subsection 11.4.1 of the EPLA. All other amounts recovered (less amounts actually paid for reasonable attorney’s fees and legal expenses) by the controlling party in such action or settlement shall be retained by or paid over to Licensee, provided that such amount shall be considered subject to the rate for Sublicense Revenues in subsection 11.5.2 of the EPLA. 7.2. If any suit, action or proceeding is brought or commenced Against the Licensee alleging the infringement of a patent or misappropriation of the TIMERx Production Technology other intellectual property right owned by a third party, to the extent such infringement involves Third Party by reason of the manufacture, use or sale of Licensed Products (each, a “Third Party Infringement Claim”), the Designated Product Licensee shall give the University prompt notice thereof. Licensee shall have the right to defend any such Third Party Infringement Claim, provided that if the validity of a Licensed Patent is questioned in such suit, action or proceeding, the Territory ("Covered Infringement"). Mylan shall promptly inform Penwest of any suspected infringement of any of the Penwest Patents or infringement or misappropriation of the TIMERx Production Technology, whether or not the same involves a Covered Infringement. 8.2 If the suspected infringement or misappropriation does not involve a Covered Infringement, Penwest may take, or refrain from taking, any action it chooses, with or without notice to Mylan, and Mylan Licensee shall have no right to take make any action with respect to such suspected infringement settlement or misappropriationcompromise which affects the scope, nor to validity, enforceability or otherwise the Licensed Patent without the University’s prior written approval. The University will reasonably assist Licensee and cooperate in defense of any recoveries with respect theretoThird Party Infringement Claim at the Licensee’s request and expense. If the suspected infringement Licensee is required to pay a royalty or misappropriation involves other amount to a Covered InfringementThird Party to make, Penwest shallhave made, within 30 days use, offer to sell, sell, have sold, offer to lease, lease, import, or otherwise offer to dispose or dispose a Licensed Product as a result of a final judgment, or settlement of such Third Party Infringement Claim, then the Licensee shall be entitled to a royalty stacking set forth in section 11.4.1 of the first notice referred to in Section , inform Mylan whether EPLA for such royalty or not Penwest intends to institute suit against such third party with respect to a Covered Infringement. Mylan will not take any steps toward instituting suit against any third party involving a Covered Infringement until Penwest has informed Mylan of its intention pursuant to the previous sentenceother amount. 8.3 If Penwest notifies Mylan that it intends to institute suit against a third party with respect to a Covered Infringement, and Mylan does not agree to join in such suit as provided in Section , Penwest may bring such suit on its own and shall in such event bear all costs of, and shall exercise all control over, such suit. Penwest may, at its expense, bring such action in the name of Mylan and/or cause Mylan to be joined in the suit as a plaintiff. Recoveries, if any, whether by judgment, award, decree or settlement, shall belong solely to Penwest. 8.4 If Penwest notifies Mylan that it desires to institute suit against such third party with respect to a Covered Infringement, and Mylan notifies Penwest within 30 days after receipt of such notice that Mylan desires to institute suit jointly, the suit shall be brought jointly in the names of both parties and all costs thereof shall be borne equally. Recoveries, if any, whether by judgment, award, decree or settlement, shall, after the reimbursement of each of Penwest and Mylan for its share of the joint costs in such action, be shared between Penwest and Mylan equally; provided however that, any portion of such net recoveries which constitutes the equivalent of, or damages or payments in lieu of, a royalty measured by the defendant's Net Sales shall not be shared equally, but shall be shared between Penwest and Mylan in accordance with Section as if they were Mylan's Net Sales. 8.5 If Penwest notifies Mylan that it does not intend to institute suit against such third party with respect to a Covered Infringement, Mylan may institute suit on its own. Mylan shall bear all costs of, and shall exercise all control over, such suit. Recoveries, if any, whether by judgment, award, decree or settlement, shall belong solely to Mylan; provided however that, after reimbursement of Mylan for its costs in such action, any portion of such net recoveries which constitutes the equivalent of, or damages or payments in lieu of, a royalty measured by the defendant's Net Sales shall be shared between Penwest and Mylan in accordance with Section as if they were Mylan's Net Sales. 8.6 Should either Penwest or Mylan commence a suit under the provisions of this Section and thereafter elect to abandon the same, it shall give timely notice to the other party, who may, if it so desires, be joined as a plaintiff in the suit (or continue as such if it is already one) and continue prosecution of such suit. The sharing of expenses and any recovery of such suit shall be as reasonably agreed between Penwest and Mylan.

Infringement. 8.1 Penwest A. Licensee and CMCC shall each inform the other promptly inform Mylan in writing of any suspected alleged infringement of any of the Penwest Patents or the infringement or misappropriation of the TIMERx Production Technology by a third party, to the extent such infringement involves the manufacture, use or sale party of the Designated Product Patent Rights in the Territory ("Covered Infringement"). Mylan shall promptly inform Penwest Field of Use and of any suspected infringement of any of the Penwest Patents or infringement or misappropriation of the TIMERx Production Technology, whether or not the same involves a Covered Infringementavailable evidence thereof. 8.2 If B. During the suspected infringement or misappropriation does not involve a Covered Infringementterm of this Agreement, Penwest may take, or refrain from taking, any action it chooses, with or without notice to Mylan, and Mylan CMCC shall have no right to take any action with respect to such suspected infringement or misappropriationthe right, nor to any recoveries with respect thereto. If the suspected infringement or misappropriation involves a Covered Infringement, Penwest shall, within 30 days of the first notice referred to in Section , inform Mylan whether or not Penwest intends to institute suit against such third party with respect to a Covered Infringement. Mylan will not take any steps toward instituting suit against any third party involving a Covered Infringement until Penwest has informed Mylan of its intention pursuant to the previous sentence. 8.3 If Penwest notifies Mylan that it intends to institute suit against a third party with respect to a Covered Infringement, and Mylan does not agree to join in such suit as provided in Section , Penwest may bring such suit on its own and shall in such event bear all costs of, and shall exercise all control over, such suit. Penwest may, at its expense, bring such action in the name of Mylan and/or cause Mylan to be joined in the suit as a plaintiff. Recoveries, if any, whether by judgment, award, decree or settlement, shall belong solely to Penwest. 8.4 If Penwest notifies Mylan that it desires to institute suit against such third party with respect to a Covered Infringement, and Mylan notifies Penwest within 30 days after receipt of such notice that Mylan desires to institute suit jointly, the suit shall be brought jointly in the names of both parties and all costs thereof shall be borne equally. Recoveries, if any, whether by judgment, award, decree or settlement, shall, after the reimbursement of each of Penwest and Mylan for its share of the joint costs in such action, be shared between Penwest and Mylan equally; provided however that, any portion of such net recoveries which constitutes the equivalent of, or damages or payments in lieu of, a royalty measured by the defendant's Net Sales but shall not be shared equallyobligated, but shall be shared between Penwest and Mylan to prosecute at its own expense any infringement of the Patent Rights and, in accordance with Section furtherance of such right, Licensee hereby agrees that CMCC may include Licensee as if they were Mylan's Net Sales. 8.5 If Penwest notifies Mylan that it does not intend a party plaintiff in any such suit, without expense to institute suit against such third party with respect to a Covered Infringement, Mylan may institute suit on its own. Mylan shall bear all costs of, Licensee and shall exercise all control over, such suit. Recoveries, if any, whether by judgment, award, decree or settlement, shall belong solely to Mylan; provided however that, after reimbursement of Mylan for its costs in such action, any portion of such net recoveries which constitutes the equivalent of, or damages or payments in lieu of, a royalty measured by the defendant's Net Sales shall be shared between Penwest and Mylan in accordance with Section keep Licensee informed as if they were Mylan's Net Sales. 8.6 Should either Penwest or Mylan commence a suit under the provisions of this Section and thereafter elect to abandon the same, it shall give timely notice to the other party, who may, if it so desires, be joined as a plaintiff in the suit (or continue as such if it is already one) and continue prosecution status of such suit. The sharing total cost of expenses and any such infringement action commenced or defended solely by CMCC shall be borne by CMCC. CMCC shall keep any recovery or damages for past infringement derived therefrom except that CMCC shall pay Licensee the equivalent amount as if royalties were calculated on Net Sales by Licensee. CMCC shall indemnify Licensee against any order for costs that may be made against Licensee in such proceedings. C. If within six (6) months after having been notified of any alleged infringement, CMCC shall have been unsuccessful in persuading the alleged infringer to desist and shall not have brought and shall not be diligently prosecuting an infringement action, or if CMCC shall notify Licensee at any time prior thereto of its intention not to bring suit against any alleged infringer then, and in those events only, Licensee shall have the right, but shall not be obligated, to prosecute at its own expense any infringement of the Patent Rights, and Licensee may, for such purposes, use the name of CMCC as party plaintiff; provided, however, that such right to bring such an infringement action shall remain in effect only for so long as the license granted hereunder remains exclusive. No settlement, consent judgment or other voluntary final disposition of the suit may be entered into without the consent of CMCC, which consent shall not be unreasonably withheld. Licensee shall indemnify CMCC against any order for costs that may be made against CMCC in such proceedings. D. In the event Licensee shall undertake the enforcement and/or defense of the Patent Rights by litigation, Licensee may withhold up to fifty percent (50%) of the payments otherwise thereafter due to CMCC under Article IV above and apply the same toward reimbursement of up to fifty percent (50%) of Licensee's expenses, including reasonable attorney's fees, in connection therewith. Any recovery of damages by Licensee for each such suit shall be as reasonably agreed between Penwest applied first in satisfaction of any unreimbursed expenses and Mylan.legal fees of Licensee relating to such suit and next toward reimbursement of CMCC for any payments under Article IV past due or withheld and applied pursuant to this Article VII. Licensee shall

Infringement. 8.1 Penwest shall promptly inform Mylan of any suspected infringement of any of the Penwest Patents or the infringement or misappropriation of the TIMERx Production Technology by a third party, to the extent such infringement involves the manufacture, use or sale of the Designated Product in the Territory ("Covered Infringement"). Mylan shall promptly inform Penwest of any suspected infringement of any of the Penwest Patents or infringement or misappropriation of the TIMERx Production Technology, whether or not the same involves a Covered Infringement. 8.2 If the suspected infringement or misappropriation does not involve a Covered Infringement, Penwest may take, or refrain from taking, any action it chooses, with or without notice to Mylan, and Mylan shall have no right to take any action with respect to such suspected infringement or misappropriation, nor to any recoveries with respect thereto. If the suspected infringement or misappropriation involves a Covered Infringement, Penwest shall, within 30 days of the first notice referred to in Section 8.1, inform Mylan whether or not Penwest intends to institute suit against such third party with respect to a Covered Infringement. Mylan will not take any steps toward instituting suit against any third party involving a Covered Infringement until Penwest has informed Mylan of its intention pursuant to the previous sentence. 8.3 If Penwest notifies Mylan that it intends to institute suit against a third party with respect to a Covered Infringement, and Mylan does not agree to join in such suit as provided in Section 8.4, Penwest may bring such suit on its own and shall in such event bear all costs of, and shall exercise all control over, such suit. Penwest may, at its expense, bring such action in the name of Mylan and/or cause Mylan to be joined in the suit as a plaintiff. Recoveries, if any, whether by judgment, award, decree or settlement, shall belong solely to Penwest. 8.4 If Penwest notifies Mylan that it desires to institute suit against such third party with respect to a Covered Infringement, and Mylan notifies Penwest within 30 days after receipt of such notice that Mylan desires to institute suit jointly, the suit shall be brought jointly in the names of both parties and all costs thereof shall be borne equally. Recoveries, if any, whether by judgment, award, decree or settlement, shall, after the reimbursement of each of Penwest and Mylan for its share of the joint costs in such action, be shared between Penwest and Mylan equally; provided however that, any portion of such net recoveries which constitutes the equivalent of, or damages or payments in lieu of, a royalty measured by the defendant's Net Sales shall not be shared equally, but shall be shared between Penwest and Mylan in accordance with Section 4.3 as if they were Mylan's Net Sales. 8.5 If Penwest notifies Mylan that it does not intend to institute suit against such third party with respect to a Covered Infringement, Mylan may institute suit on its own. Mylan shall bear all costs of, and shall exercise all control over, such suit. Recoveries, if any, whether by judgment, award, decree or settlement, shall belong solely to Mylan; provided however that, after reimbursement of Mylan for its costs in such action, any portion of such net recoveries which constitutes the equivalent of, or damages or payments in lieu of, a royalty measured by the defendant's Net Sales shall be shared between Penwest and Mylan in accordance with Section 4.3 as if they were Mylan's Net Sales. 8.6 Should either Penwest or Mylan commence a suit under the provisions of this Section 8 and thereafter elect to abandon the same, it shall give timely notice to the other party, who may, if it so desires, be joined as a plaintiff in the suit (or continue as such if it is already one) and continue prosecution of such suit. The sharing of expenses and any recovery of such suit shall be as reasonably agreed between Penwest and Mylan.

Infringement. 8.1 Penwest (a) Mayne Pharma shall promptly inform Mylan of have the first right to enforce any suspected infringement of patent within PATENT RIGHTS against any of the Penwest Patents or the infringement or misappropriation of the TIMERx Production Technology by a third party, to the extent such alleged infringement involves the manufacture, use or sale of the Designated Product thereof within LICENSED FIELD in the Territory TERRITORY. Subject to Paragraph 4.5A, *** will pay all reasonable costs and expenses ("Covered Infringement"including reasonable attorney fees for litigation and opinion) incurred by *** in connection with such enforcement (Enforcement Costs). Mylan shall promptly inform Penwest of any suspected infringement of any of the Penwest Patents or infringement or misappropriation of the TIMERx Production Technology, whether or not the same involves a Covered Infringement. 8.2 If the suspected infringement or misappropriation does not involve a Covered Infringement, Penwest may take, or refrain from taking, any action it chooses, with or without notice to Mylan, and Mylan shall have no right to take any Before Mayne Pharma commences an action with respect to any infringement of such suspected infringement or misappropriationpatents, nor HPPI acknowledges and agrees that Mayne Pharma shall give careful consideration to any recoveries with respect thereto. If the suspected infringement or misappropriation involves a Covered Infringement, Penwest shall, within 30 days views of JHU and to potential effects on the first notice referred to public interest in Section , inform Mylan making its decision whether or not Penwest intends to institute suit against such third party with respect to a Covered Infringement▇▇▇. Mylan will not take any steps toward instituting suit against any third party involving a Covered Infringement until Penwest has informed Mylan HPPI acknowledges and agrees that no settlement, consent judgment or other voluntary final disposition of its intention pursuant to the previous sentence. 8.3 If Penwest notifies Mylan that it intends to institute suit against a third party with respect to a Covered Infringement, and Mylan does not agree to join in such suit as provided in Section , Penwest may bring such suit on its own and shall in such event bear all costs of, and shall exercise all control over, such suit. Penwest may, at its expense, bring such action in the name of Mylan and/or cause Mylan to be joined in the suit as a plaintiff. Recoveriesmay be entered into without the prior written consent of JHU, if any, whether by judgment, award, decree or settlement, shall belong solely to Penwest. 8.4 If Penwest notifies Mylan that it desires to institute suit against such third party with respect to a Covered Infringement, and Mylan notifies Penwest within 30 days after receipt of such notice that Mylan desires to institute suit jointly, the suit shall be brought jointly in the names of both parties and all costs thereof shall be borne equally. Recoveries, if any, whether by judgment, award, decree or settlement, shall, after the reimbursement of each of Penwest and Mylan for its share of the joint costs in such action, be shared between Penwest and Mylan equally; provided however that, any portion of such net recoveries which constitutes the equivalent of, or damages or payments in lieu of, a royalty measured by the defendant's Net Sales consent shall not be shared equallyunreasonably withheld. This right to ▇▇▇ for infringement shall not be used in an arbitrary or capricious manner. HPPI shall reasonably cooperate in any such litigation at *** expense, but shall be shared between Penwest and Mylan including in accordance with Section as if they were Mylan's Net SalesParagraph 4.6. Should HPPI seek the first right to enforce any patent within PATENT RIGHTS against any infringement or alleged infringement thereof within LICENSED FIELD in the TERRITORY, then it shall notify Mayne Pharma who will seek the consent of JHU (which consent HPPI acknowledges may be withheld or granted subject to conditions by JHU acting in its discretion). 8.5 (b) If Penwest notifies Mylan HPPI elects not to pay Enforcement Costs in respect of a particular infringement in the TERRITORY, then it shall so notify Mayne Pharma in writing within *** of receiving notice that it does not intend to institute suit against such third party with respect to a Covered Infringement, Mylan may institute suit on its own. Mylan shall bear all costs ofan infringement exists, and shall exercise all control overMayne Pharma may, in its sole judgment and at its own expense, take steps to enforce any patent and control, settle, and defend such suit. Recoveriessuit in a manner consistent with the terms and provisions hereof, if anyand recover, whether by judgment, award, decree or settlement, shall belong solely to Mylan; provided however that, after reimbursement of Mylan for its costs in such actionown account, any portion of such net recoveries which constitutes the equivalent ofdamages, awards or settlements resulting therefrom, or damages or payments in lieu of, a royalty measured by the defendant's Net Sales shall be shared between Penwest and Mylan in accordance with Section as if they were Mylan's Net Salesmay allow JHU to do so. 8.6 Should either Penwest or Mylan commence a suit under the provisions of this Section and thereafter elect to abandon the same, it shall give timely notice to the other party, who may, if it so desires, be joined as a plaintiff in the suit (or continue as such if it is already one) and continue prosecution of such suit. The sharing of expenses and any recovery of such suit shall be as reasonably agreed between Penwest and Mylan.

Infringement. 8.1 Penwest 7.1 LICENSEE shall inform UTC promptly inform Mylan in writing of any suspected alleged infringement of the Intellectual Property Rights by a third party and of any available evidence thereof. 7.2 During the term of this Agreement, UTC shall have the right, but shall not be obligated, to prosecute at its own expense any such infringements of the Intellectual Property Rights. If UTC prosecutes any such infringement, UTC agrees that LICENSEE may join UTC as a party plaintiff in any such suit, without expense to UTC. The total cost of any such infringement action commenced or defended solely by UTC shall be borne by UTC and UTC shall keep any recovery or damages for past infringement derived therefrom. Once an IND has been filed and/or sales commence, Geron shall have the right, but not the obligation, to control litigation and recover costs and damages, though royalties will be paid to UTC on lost sales due to such infringements after first recovering the necessary and reasonable expenses associated with the litigation. If LICENSEE prosecutes any such infringement, LICENSEE agrees that UTC may join LICENSEE as a party plaintiff in any such suit, without expense to LICENSEE. 7.3 If UTC has the right to assume litigation responsibility, and within six (6) months after having been notified of any alleged infringement or such shorter time prescribed by law, if UTC shall have been unsuccessful in persuading the alleged infringer to desist and shall not have brought and shall not be diligently prosecuting an infringement action, or if UTC shall notify LICENSEE at any time prior thereto of its intention not to bring suit against any alleged infringer, then, and in those events only, LICENSEE shall have the right, but shall not be obligated, to prosecute at its own expense any infringement of the Intellectual Property Rights, and LICENSEE may, for such purposes, use the name of UTC as party plaintiff; provided, however, that such right to bring an infringement action shall remain in effect only for so long as the license granted herein remains exclusive. No settlement, consent judgment or other voluntary final disposition of the suit may be entered into without the consent of UTC, which consent shall not unreasonably be withheld. LICENSEE shall indemnify UTC against any expenses, including attorney's fees, incurred by UTC in such proceedings commenced by LICENSEE. * Certain portions of this Exhibit have been omitted for which confidential treatment has been requested and filed separately with the Securities and Exchange Commission. 7.4 In the event that LICENSEE and UTC jointly shall undertake the enforcement and/or defense of the Intellectual Property Rights by litigation, then all costs and judgments shall be shared in a formula to be developed through mutual consent. 7.5 In the event that a declaratory judgment action alleging invalidity or noninfringement of any of the Penwest Patents or Intellectual Property Rights shall be brought against LICENSEE, UTC has the infringement or misappropriation opportunity, with LICENSEE consent, within thirty (30) days after commencement of such action, to intervene and take over the sole defense of the TIMERx Production Technology by a third partyaction at its own expense. 7.6 In any infringement suit as either party may institute to enforce the Intellectual Property Rights pursuant to this Agreement, the other party hereto shall, at the request and expense of the party initiating such suit, cooperate in all respects and, to the extent such infringement involves the manufacturepossible, use or sale of the Designated Product in the Territory ("Covered Infringement"). Mylan shall promptly inform Penwest of any suspected infringement of any of the Penwest Patents or infringement or misappropriation of the TIMERx Production Technologyhave its employees testify when requested and make available relevant records, whether or not the same involves a Covered Infringement. 8.2 If the suspected infringement or misappropriation does not involve a Covered Infringementpapers, Penwest may takeinformation, or refrain from takingsamples, any action it chooses, with or without notice to Mylanspecimens, and Mylan shall have no right to take any action with respect to such suspected infringement or misappropriation, nor to any recoveries with respect thereto. If the suspected infringement or misappropriation involves a Covered Infringement, Penwest shall, within 30 days of the first notice referred to in Section , inform Mylan whether or not Penwest intends to institute suit against such third party with respect to a Covered Infringement. Mylan will not take any steps toward instituting suit against any third party involving a Covered Infringement until Penwest has informed Mylan of its intention pursuant to the previous sentencelike. 8.3 If Penwest notifies Mylan that it intends to institute suit against a third party with respect to a Covered Infringement, and Mylan does not agree to join in such suit as provided in Section , Penwest may bring such suit on its own and shall in such event bear all costs of, and shall exercise all control over, such suit. Penwest may, at its expense, bring such action in the name of Mylan and/or cause Mylan to be joined in the suit as a plaintiff. Recoveries, if any, whether by judgment, award, decree or settlement, shall belong solely to Penwest. 8.4 If Penwest notifies Mylan that it desires to institute suit against such third party with respect to a Covered Infringement, and Mylan notifies Penwest within 30 days after receipt of such notice that Mylan desires to institute suit jointly, the suit shall be brought jointly in the names of both parties and all costs thereof shall be borne equally. Recoveries, if any, whether by judgment, award, decree or settlement, shall, after the reimbursement of each of Penwest and Mylan for its share of the joint costs in such action, be shared between Penwest and Mylan equally; provided however that, any portion of such net recoveries which constitutes the equivalent of, or damages or payments in lieu of, a royalty measured by the defendant's Net Sales shall not be shared equally, but shall be shared between Penwest and Mylan in accordance with Section as if they were Mylan's Net Sales. 8.5 If Penwest notifies Mylan that it does not intend to institute suit against such third party with respect to a Covered Infringement, Mylan may institute suit on its own. Mylan shall bear all costs of, and shall exercise all control over, such suit. Recoveries, if any, whether by judgment, award, decree or settlement, shall belong solely to Mylan; provided however that, after reimbursement of Mylan for its costs in such action, any portion of such net recoveries which constitutes the equivalent of, or damages or payments in lieu of, a royalty measured by the defendant's Net Sales shall be shared between Penwest and Mylan in accordance with Section as if they were Mylan's Net Sales. 8.6 Should either Penwest or Mylan commence a suit under the provisions of this Section and thereafter elect to abandon the same, it shall give timely notice to the other party, who may, if it so desires, be joined as a plaintiff in the suit (or continue as such if it is already one) and continue prosecution of such suit. The sharing of expenses and any recovery of such suit shall be as reasonably agreed between Penwest and Mylan.

Infringement. 8.1 Penwest (i) If either Party shall promptly inform Mylan learn of any suspected infringement of any of the Penwest Patents a claim or the infringement or misappropriation of the TIMERx Production Technology by a third party, to the extent such infringement involves assertion that the manufacture, use or sale of the Designated Product in the Territory ("Covered Infringement"). Mylan shall promptly inform Penwest infringes or otherwise violates the intellectual property rights of any suspected third party or that any third party violates the intellectual property rights owned or Controlled by (i) Valeant in the Product or the Product Trademarks or Valeant Trademarks in the Territory or (ii) Zogenix in the Zogenix Trademarks, then the Party becoming so informed shall promptly, but in all events within [***] ([***]) days thereof, notify the other Party of the claim or assertion. In the event Valeant receives a notice under Paragraph IV of the U.S. Federal Drug Price Competition and Patent Term Restoration Act of 1984, as amended, also known as the ▇▇▇▇▇-▇▇▇▇▇▇ Act, with respect to the Product, Valeant shall provide Zogenix with written notice of such Paragraph IV notice within [***] ([***]) business days. (ii) In the event of any infringement of Valeant patent rights related to the Product or its manufacture, use or sale, or the Product Trademarks or Valeant Trademarks in the Territory, which infringement involves a product that could or does compete with the Product or could adversely affect the Parties’ interests in the Product under this Agreement, Valeant shall, in its sole discretion determine to take the appropriate legal action (as to any Party to redress a third party infringement, an “Enforcement Action”), if any. In the event such an Enforcement Action is initiated, Valeant shall use commercially reasonable efforts to prosecute such matter as it determines in its entire discretion and shall keep Zogenix reasonably informed regarding any such Enforcement Action. At Valeant’s reasonable request, Zogenix shall cooperate fully with Valeant with respect to any such Enforcement Action, and Valeant shall reimburse Zogenix for its reasonable out-of-pocket costs and expenses incurred in providing such cooperation. Any recovery received as a result of any Enforcement Action shall be used first to reimburse the Parties for their costs and expenses not previously reimbursed (including attorneys’ and professional fees) incurred in connection with such Enforcement Action. If such recovery is not sufficient to fully reimburse the Parties for such costs and expenses, then the recovery will be paid to the Parties pro rata, in proportion to such costs and expenses incurred by each Party. Of any remaining amounts, the amount (if any) which is required to be paid to any licensors of the Penwest Patents applicable patent rights or infringement Product Trademarks or misappropriation Valeant Trademarks under the terms of the TIMERx Production Technologyrespective in-license agreement, whether if any, shall then be paid to such licensor, if any, and any amounts remaining thereafter allocable as compensation for lost sales or not profits of the same involves a Covered InfringementProduct during the Term shall be shared between the Parties [***] percent ([***]%) to Zogenix and [***] percent ([***]%) to Valeant. 8.2 If (iii) In the suspected infringement or misappropriation does not involve a Covered Infringementevent of an Enforcement Action by Zogenix with respect to any Zogenix Trademark, Penwest may takeat Zogenix’ reasonable request, or refrain from taking, Valeant shall cooperate fully with Zogenix with respect to any action it chooses, with or without notice to Mylansuch Enforcement Action, and Mylan Zogenix shall have no right to take any action reimburse Valeant for its reasonable out-of-pocket expenses incurred in providing such cooperation. Any recovery achieved by Zogenix with respect to such suspected infringement or misappropriation, nor to any recoveries with respect thereto. If the suspected infringement or misappropriation involves a Covered Infringement, Penwest shall, within 30 days of the first notice referred to in Section , inform Mylan whether or not Penwest intends to institute suit against such third party with respect to a Covered Infringement. Mylan will not take any steps toward instituting suit against any third party involving a Covered Infringement until Penwest has informed Mylan of its intention pursuant to the previous sentence. 8.3 If Penwest notifies Mylan that it intends to institute suit against a third party with respect to a Covered Infringement, and Mylan does not agree to join in such suit as provided in Section , Penwest may bring such suit on its own and shall in such event bear all costs of, and shall exercise all control over, such suit. Penwest may, at its expense, bring such action in the name of Mylan and/or cause Mylan to be joined in the suit as a plaintiff. Recoveries, if any, whether by judgment, award, decree or settlement, shall belong solely to Penwest. 8.4 If Penwest notifies Mylan that it desires to institute suit against such third party with respect to a Covered Infringement, and Mylan notifies Penwest within 30 days after receipt of such notice that Mylan desires to institute suit jointly, the suit Enforcement Action shall be brought jointly in solely for the names account of both parties and all costs thereof shall be borne equally. Recoveries, if any, whether by judgment, award, decree or settlement, shall, after the reimbursement of each of Penwest and Mylan for its share of the joint costs in such action, be shared between Penwest and Mylan equally; provided however that, any portion of such net recoveries which constitutes the equivalent of, or damages or payments in lieu of, a royalty measured by the defendant's Net Sales shall not be shared equally, but shall be shared between Penwest and Mylan in accordance with Section as if they were Mylan's Net SalesZogenix. 8.5 If Penwest notifies Mylan that it does not intend to institute suit against such third party with respect to a Covered Infringement, Mylan may institute suit on its own. Mylan shall bear all costs of, and shall exercise all control over, such suit. Recoveries, if any, whether by judgment, award, decree or settlement, shall belong solely to Mylan; provided however that, after reimbursement of Mylan for its costs in such action, any portion of such net recoveries which constitutes the equivalent of, or damages or payments in lieu of, a royalty measured by the defendant's Net Sales shall be shared between Penwest and Mylan in accordance with Section as if they were Mylan's Net Sales. 8.6 Should either Penwest or Mylan commence a suit under the provisions of this Section and thereafter elect to abandon the same, it shall give timely notice to the other party, who may, if it so desires, be joined as a plaintiff in the suit (or continue as such if it is already one) and continue prosecution of such suit. The sharing of expenses and any recovery of such suit shall be as reasonably agreed between Penwest and Mylan.

Infringement. 8.1 Penwest 7.1 Each PARTY shall inform the other PARTY promptly inform Mylan in writing of any suspected alleged infringement of PATENT RIGHTS by a third party and any available evidence thereof. 7.2 During the term of this Agreement, LICENSEE shall have the first right, but shall not be obligated to prosecute at its own expense, all infringements or misappropriations of TECHNOLOGY. LICENSEE may, for such purposes, include CURF as party plaintiff, if necessary, without expense to CURF. No settlement, consent judgment or other voluntary final disposition of the Penwest Patents or suit may be entered into without the consent of CURF, which consent shall not unreasonably be withheld. The total cost of any such infringement or misappropriation action commenced or defended solely by LICENSEE shall be borne by LICENSEE, and LICENSEE shall keep any recovery or damages for past infringement or misappropriation derived therefrom subject to the payment of a percentage on any recoveries net of costs and expenses as an “other payment” in accordance with Section 4.1(e). LICENSEE shall indemnify CURF against any order for costs that may be made against CURF in such proceedings. 7.3 If within three (3) months after having been notified of any alleged infringement, LICENSEE is unsuccessful in persuading the alleged infringer to desist and has not brought or is not diligently pursuing an infringement action or if LICENSEE notifies CURF at any time prior thereto of its intention not to bring suit against any alleged infringer, then, and in those events only, CURF shall have the right, but shall not be obligated, to prosecute at its own expense all infringements or misappropriations of TECHNOLOGY and CURF may, for such purposes, include LICENSEE as a party plaintiff in any such suit, without expense to LICENSEE. The total cost of such infringement action commenced or defended solely by CURF shall be borne by CURF and CURF shall keep any recovery or damages for past infringement derived therefrom. 7.4 In the event that LICENSEE shall undertake the enforcement and/or defense of the TIMERx Production Technology TECHNOLOGY by litigation, LICENSEE may withhold up to fifty percent (50%) of the payments otherwise due CURF under Article 4 hereunder and apply the same toward payment of up to half of LICENSEE’s expenses, including reasonable attorney’s fees, in connection therewith. LICENSEE shall modify the Royalty Report form to reflect any withholdings. Any recovery of damages by LICENSEE for each such suit shall be applied first in satisfaction of any unreimbursed expenses and legal fees of LICENSEE relating to such suit, and next toward reimbursement of CURF for any payments under Article 4 past due or withheld and applied pursuant to this Section 7.4. LICENSEE shall keep the balance remaining from any such recovery subject to the payment of a third partypercentage as an “other payment” in accordance with Section 4.1(e). 7.5 In any infringement or misappropriation suit that either PARTY may institute to enforce the PATENT RIGHTS pursuant to this Agreement, the other PARTY hereto shall, at the request and expense of the PARTY initiating such suit, cooperate in all respects and, to the extent such infringement involves possible, have its employees testify when requested and make available relevant records, papers, information, samples, specimens and the manufacture, use or sale of the Designated Product in the Territory ("Covered Infringement"). Mylan shall promptly inform Penwest of any suspected infringement of any of the Penwest Patents or infringement or misappropriation of the TIMERx Production Technology, whether or not the same involves a Covered Infringementlike. 8.2 If 7.6 LICENSEE, during the suspected infringement or misappropriation does not involve a Covered Infringementexclusive period of this Agreement, Penwest may take, or refrain from taking, any action it chooses, with or without notice to Mylan, and Mylan shall have no the sole right to take any action with respect to such suspected infringement or misappropriation, nor to any recoveries with respect thereto. If the suspected infringement or misappropriation involves a Covered Infringement, Penwest shall, within 30 days of the first notice referred to in Section , inform Mylan whether or not Penwest intends to institute suit against such third party with respect to a Covered Infringement. Mylan will not take any steps toward instituting suit against any third party involving a Covered Infringement until Penwest has informed Mylan of its intention pursuant to the previous sentence. 8.3 If Penwest notifies Mylan that it intends to institute suit against a third party with respect to a Covered Infringement, and Mylan does not agree to join in such suit as provided in Section , Penwest may bring such suit on its own and shall in such event bear all costs of, and shall exercise all control over, such suit. Penwest may, at its expense, bring such action in the name of Mylan and/or cause Mylan to be joined in the suit as a plaintiff. Recoveries, if any, whether by judgment, award, decree or settlement, shall belong solely to Penwest. 8.4 If Penwest notifies Mylan that it desires to institute suit against such third party with respect to a Covered Infringement, and Mylan notifies Penwest within 30 days after receipt of such notice that Mylan desires to institute suit jointly, the suit shall be brought jointly in the names of both parties and all costs thereof shall be borne equally. Recoveries, if any, whether by judgment, award, decree or settlement, shall, after the reimbursement of each of Penwest and Mylan for its share of the joint costs in such action, be shared between Penwest and Mylan equally; provided however that, any portion of such net recoveries which constitutes the equivalent of, or damages or payments in lieu of, a royalty measured by the defendant's Net Sales shall not be shared equally, but shall be shared between Penwest and Mylan in accordance with Section the terms and conditions herein to sublicense any alleged infringer for the FIELD OF USE for future use of the PATENT RIGHTS. Any upfront fees as if they were Mylan's Net Sales. 8.5 If Penwest notifies Mylan that it does not intend to institute suit against such third party with respect to a Covered Infringement, Mylan may institute suit on its own. Mylan shall bear all costs of, and shall exercise all control over, such suit. Recoveries, if any, whether by judgment, award, decree or settlement, shall belong solely to Mylan; provided however that, after reimbursement of Mylan for its costs in such action, any portion pm1 of such net recoveries which constitutes the equivalent of, or damages or payments in lieu of, a royalty measured by the defendant's Net Sales sublicense shall be shared between Penwest and Mylan in accordance with Section as if they were Mylan's Net Salestreated pursuant to Article 4. 8.6 Should either Penwest or Mylan commence a suit under the provisions of this Section and thereafter elect to abandon the same, it shall give timely notice to the other party, who may, if it so desires, be joined as a plaintiff in the suit (or continue as such if it is already one) and continue prosecution of such suit. The sharing of expenses and any recovery of such suit shall be as reasonably agreed between Penwest and Mylan.

Infringement. 8.1 Penwest (a) If either Party shall promptly inform Mylan learn of any suspected infringement of any of the Penwest Patents a claim or the infringement or misappropriation of the TIMERx Production Technology by a third party, to the extent such infringement involves assertion that the manufacture, use use, or sale of the Designated Product in the Territory ("Covered Infringement"). Mylan shall promptly inform Penwest infringes or otherwise violates the intellectual property rights of any suspected infringement of Third Party or that any Third Party violates the intellectual property rights owned or Controlled by (i) Zogenix in the Product or the Zogenix Trademarks in the Territory or (ii) Astellas in the Astellas Trademarks, then the Party becoming so informed shall promptly, but in all events within fifteen (15) days thereof, notify the other Party to this Agreement of the Penwest Patents claim or infringement or misappropriation assertion. In the event Zogenix receives a notice under Paragraph IV of the TIMERx Production TechnologyU.S. Federal Drug Price Competition and Patent Term Restoration Act of 1984, whether or not as amended, also known as the same involves a Covered Infringement. 8.2 If the suspected infringement or misappropriation does not involve a Covered Infringement▇▇▇▇▇-▇▇▇▇▇▇ Act, Penwest may take, or refrain from taking, any action it chooses, with or without notice to Mylan, and Mylan shall have no right to take any action with respect to the Product, Zogenix shall provide Astellas with written notice of such suspected Paragraph IV notice within two (2) business days (each, a “Paragraph IV Notice”). (b) In the event of any infringement of Zogenix patent rights related to the Product or misappropriationits manufacture, nor to any recoveries with respect thereto. If use, or sale, or the suspected Zogenix Trademarks in the Territory, which infringement or misappropriation involves a Covered Infringementproduct that could or does compete with the Product or could adversely affect the Parties’ interests in the Product under this Agreement, Penwest Zogenix shall, within 30 days in its sole discretion, after considering the advice and comments of Astellas, determine to take the first notice referred appropriate legal action (an “Enforcement Action”), if any. In the event such an Enforcement Action is initiated, Zogenix shall use commercially reasonable efforts to in Section prosecute such matter. At Zogenix’s reasonable request, inform Mylan whether or not Penwest intends to institute suit against such third party Astellas shall cooperate fully with Zogenix with respect to a Covered Infringementany such Enforcement Action, and Zogenix shall reimburse Astellas for its reasonable out-of-pocket expenses incurred in providing such cooperation. Mylan will not take any steps toward instituting suit against any third party involving a Covered Infringement until Penwest has informed Mylan Astellas may be represented by counsel of its intention pursuant to the previous sentence. 8.3 If Penwest notifies Mylan that it intends to institute suit against a third party with respect to a Covered Infringement, and Mylan does not agree to join in such suit as provided in Section , Penwest may bring such suit on own selection at its own and expense in any such Enforcement Action, but Zogenix shall in such event bear all costs of, and shall exercise all have the right to control over, such suit. Penwest may, at its expense, bring such action in the name of Mylan and/or cause Mylan to be joined in the suit or proceeding. Any recovery received as a plaintiff. Recoveries, if any, whether by judgment, award, decree result of any Enforcement Action [***] and any amounts remaining thereafter allocable as compensation for lost sales or settlement, shall belong solely to Penwest. 8.4 If Penwest notifies Mylan that it desires to institute suit against such third party with respect to a Covered Infringement, and Mylan notifies Penwest within 30 days after receipt of such notice that Mylan desires to institute suit jointly, the suit shall be brought jointly in the names of both parties and all costs thereof shall be borne equally. Recoveries, if any, whether by judgment, award, decree or settlement, shall, after the reimbursement of each of Penwest and Mylan for its share profits of the joint costs in such action, be shared between Penwest and Mylan equally; provided however that, any portion of such net recoveries which constitutes the equivalent of, or damages or payments in lieu of, a royalty measured by the defendant's Net Sales shall not be shared equally, but Product shall be shared between Penwest the Parties [***] to Astellas and Mylan in accordance with Section as if they were Mylan's Net Sales[***] to Zogenix. 8.5 If Penwest notifies Mylan that it does not intend to institute suit against such third party (c) In the event of an Enforcement Action by Astellas with respect to a Covered Infringementany Astellas Trademark, Mylan may institute suit on its own. Mylan at Astellas’s reasonable request, Zogenix shall bear all costs ofcooperate fully with Astellas with respect to any such Enforcement Action, and Astellas shall exercise all control over, such suit. Recoveries, if any, whether by judgment, award, decree or settlement, shall belong solely to Mylan; provided however that, after reimbursement of Mylan reimburse Zogenix for its costs reasonable out-of-pocket expenses incurred in providing such action, any portion of such net recoveries which constitutes the equivalent of, or damages or payments in lieu of, a royalty measured by the defendant's Net Sales shall be shared between Penwest and Mylan in accordance with Section as if they were Mylan's Net Salescooperation. 8.6 Should either Penwest or Mylan commence a suit under the provisions of this Section and thereafter elect to abandon the same, it shall give timely notice to the other party, who may, if it so desires, be joined as a plaintiff in the suit (or continue as such if it is already one) and continue prosecution of such suit. The sharing of expenses and any recovery of such suit shall be as reasonably agreed between Penwest and Mylan.

Infringement. 8.1 Penwest Each Party shall promptly inform Mylan provide written notice to the other Party during the Agreement Term of any (i) known infringement or suspected infringement by a Third Party of any FMI Background Patent Rights, FMI Foreground Patent Rights, Roche Background Patent Rights, Roche Foreground Patent Rights or Joint Patent Rights, or (ii) known or suspected unauthorized use or misappropriation by a Third Party of any FMI Background Know-How, FMI Know-How, Roche Background Know-How, Roche Know-How or Joint Know-How, and shall provide the other Party with all evidence in its possession supporting such infringement or unauthorized use or misappropriation. Within […***…] after a Party provides or receives such written notice (“Decision Period”), the Party Handling enforcement of such Patent Right as set forth in this Section 2.7, in its sole discretion, shall decide whether or not to initiate such suit or action in the Territory and shall notify the other Party in writing of its decision in writing (“Suit Notice”). For any FMI Background Patent Right or sole FMI Patent Right, FMI in its sole discretion shall decide whether or not to initiate such suit or action in the Territory. FMI shall have full discretion as to how it wishes to handle such suit and may reach Settlement under any terms and conditions it desires and retain all damages, settlement fees or other consideration received in connection therewith. Only if a Settlement could adversely affect Roche shall the written consent of Roche be required, which consent shall not be unreasonably withheld. The term “adversely affect” in the previous sentence shall include, among other things, […***…]. For any sole Roche Background Patent Right or Roche Patent Right, Roche, in its sole discretion, shall decide whether or not to initiate such suit or action in the Territory. Roche shall have full discretion as to how it wishes to handle such suit and may reach Settlement under any terms and conditions it desires and retain all damages, settlement fees or other consideration received in connection therewith. Only if a Settlement could adversely affect FMI shall the written consent of FMI be required, which consent shall not be unreasonably withheld. If for a Joint Patent Right, Roche decides to bring a suit or take action, once Roche provides Suit Notice, Roche may immediately commence such suit or take such action. In the event that Roche (i) does not in writing advise FMI within the Decision Period that Roche will commence suit or take action, or (ii) fails to commence suit or take action within a reasonable time after providing Suit Notice, FMI shall thereafter have the right to commence suit or take action in the Territory and shall provide written notice Roche of any such suit commenced or action taken by FMI. Upon written request, the Party bringing suit or taking action (“Initiating Party”) shall keep the other Party informed of the Penwest Patents status of any such suit or action and shall provide the infringement or misappropriation of the TIMERx Production Technology by a third partyother Party with copies, to the extent such infringement involves the manufactureInitiating Party is lawfully permitted to do so, use of all material documents or sale of the Designated Product in the Territory ("Covered Infringement"). Mylan shall promptly inform Penwest of any suspected infringement of any of the Penwest Patents or infringement or misappropriation of the TIMERx Production Technology, whether or not the same involves a Covered Infringement. 8.2 If the suspected infringement or misappropriation does not involve a Covered Infringement, Penwest may take, or refrain from taking, any action it chooses, with or without notice to Mylan, and Mylan shall have no right to take any action with respect to such suspected infringement or misappropriation, nor to any recoveries with respect thereto. If the suspected infringement or misappropriation involves a Covered Infringement, Penwest shall, within 30 days of the first notice referred to in Section , inform Mylan whether or not Penwest intends to institute suit against such third party with respect to a Covered Infringement. Mylan will not take any steps toward instituting suit against any third party involving a Covered Infringement until Penwest has informed Mylan of its intention pursuant to the previous sentence. 8.3 If Penwest notifies Mylan that it intends to institute suit against a third party with respect to a Covered Infringement, and Mylan does not agree to join communications filed in such suit or action. The Initiating Party shall have the sole and exclusive right to select counsel for any such suit or action. The Initiating Party shall, except as provided in Section below, Penwest may bring pay all expenses of the suit or action, including the Initiating Party’s attorneys’ fees and court costs. Any damages, settlement fees or other consideration received as a result of such suit on or action shall be allocated as follows: (a) First, to reimburse the Initiating Party for its own costs and, if any remains, to the other Party for any advisory counsel fees and shall in such event bear all costs ofcosts; and (b) Second, and shall exercise all control over, such suit. Penwest may, at its expense, bring such action in the name of Mylan and/or cause Mylan to be joined in the suit as a plaintiff. Recoveriesbalance, if any, whether by judgment, award, decree or settlement, shall belong solely to Penwest. 8.4 If Penwest notifies Mylan that it desires to institute suit against such third party with respect to a Covered Infringement, and Mylan notifies Penwest within 30 days after receipt of such notice that Mylan desires to institute suit jointly, the suit shall be brought jointly in allocated […***…]. If the names of both parties and all costs thereof shall be borne equally. RecoveriesInitiating Party believes it is reasonably necessary or desirable to obtain an effective remedy, if any, whether by judgment, award, decree or settlement, shall, after the reimbursement of each of Penwest and Mylan for its share of the joint costs in such action, be shared between Penwest and Mylan equally; provided however that, any portion of such net recoveries which constitutes the equivalent of, or damages or payments in lieu of, a royalty measured by the defendant's Net Sales shall not be shared equally, but shall be shared between Penwest and Mylan in accordance with Section as if they were Mylan's Net Sales. 8.5 If Penwest notifies Mylan that it does not intend to institute suit against such third party with respect to a Covered Infringement, Mylan may institute suit on its own. Mylan shall bear all costs of, and shall exercise all control over, such suit. Recoveries, if any, whether by judgment, award, decree or settlement, shall belong solely to Mylan; provided however that, after reimbursement of Mylan for its costs in such action, any portion of such net recoveries which constitutes the equivalent of, or damages or payments in lieu of, a royalty measured by the defendant's Net Sales shall be shared between Penwest and Mylan in accordance with Section as if they were Mylan's Net Sales. 8.6 Should either Penwest or Mylan commence a suit under the provisions of this Section and thereafter elect to abandon the same, it shall give timely notice to upon written request the other party, who may, if it so desires, Party agrees to be joined as a plaintiff in party to the suit (or continue action but shall be under no obligation to participate except to the extent that such participation is required as the result of its being a named party to the suit or action. At the Initiating Party’s written request, the other Party shall offer reasonable assistance to the Initiating Party in connection therewith at no charge to the Initiating Party except for reimbursement of reasonable out-of-pocket expenses incurred by the other Party in rendering such if it is already one) and continue prosecution of such suitassistance. The sharing of expenses other Party shall have the right to participate and be represented in any recovery of such suit or action by its own counsel at its own expense. The Initiating Party may settle, consent judgment or otherwise voluntarily dispose of the suit or action (“Settlement”) without the written consent of the other Party but only if such Settlement can be achieved without adversely affecting the other Party (including any of its Patent Rights). If a Settlement could adversely affect the other Party, then the written consent of the other Party would be required, which consent shall not be as reasonably agreed between Penwest and Mylanunreasonably withheld.

Infringement. 8.1 Penwest Each Party shall promptly inform Mylan provide written notice to the other Party during the Agreement Term of any (i) known infringement or suspected infringement by a Third Party of any BPM IP, Patent Rights within Collaboration Compound IP, Roche Patent Rights or Joint Patent Rights, or (ii) known or suspected unauthorized use or misappropriation by a Third Party of any BPM Know-How, Roche Know-How or Joint Know-How, in each case if and to the extent involving any commercialization of any Licensed Product (or other compounds that satisfy the Compound Criteria) for the applicable Collaboration Target in the Field, and shall provide the other Party with all evidence in its possession and Control supporting such infringement or unauthorized use or misappropriation. Within ten (10) Business Days after a Party provides or receives such written notice (“Decision Period”), such Party in its Territory (i.e., Roche in the Roche Territory and BPM in the BPM Territory), in its sole discretion, shall decide whether or not to initiate a suit or action in the Territory regarding such infringement or unauthorized use or misappropriation and shall notify the other Party in writing of its decision in writing (“Suit Notice”). If Roche decides to bring a suit or take action in the Roche Territory with respect to such infringement or unauthorized use or misappropriation, once the applicable Suit Notice is provided, Roche may immediately commence such suit or take such action in the Roche Territory. In the event that Roche (i) does not in writing advise BPM within the Decision Period that Roche will commence suit or take action, or (ii) fails to commence suit or take action within a reasonable time after providing Suit Notice, BPM shall thereafter have the right to commence suit or take action in the Roche Territory and shall provide written notice to Roche of any such suit commenced or action taken by BPM. If BPM decides to bring a suit or take action in the BPM Territory with respect to such infringement or unauthorized use or misappropriation, once the applicable Suit Notice is provided, BPM may immediately commence such suit or take such action in the BPM Territory. In the event that BPM (i) does not in writing advise Roche within the Decision Period that BPM will commence suit or take action, or (ii) fails to commence suit or take action within a reasonable time after providing Suit Notice, Roche shall thereafter have the right to commence suit or take action in the BPM Territory and shall provide written notice to BPM of any such suit commenced or action taken by Roche. Upon written request, the Party bringing suit or taking action (“Initiating Party”) shall keep the other Party informed of the Penwest Patents status of any such suit or action and shall provide the infringement or misappropriation of the TIMERx Production Technology by a third partyother Party with copies, to the extent the Initiating Party is lawfully permitted to do so, of all substantive documents or communications filed in such infringement involves suit or action. The Initiating Party shall have the manufacture, use sole and exclusive right to select counsel for any such suit or sale of the Designated Product in the Territory ("Covered Infringement"). Mylan shall promptly inform Penwest of any suspected infringement of any of the Penwest Patents or infringement or misappropriation of the TIMERx Production Technology, whether or not the same involves a Covered Infringement. 8.2 If the suspected infringement or misappropriation does not involve a Covered Infringement, Penwest may take, or refrain from taking, any action it chooses, with or without notice to Mylanaction, and Mylan shall any actions that otherwise would have no right to take any action been Handled with respect to any Patent Rights subject to this Section 16 will be controlled by the Initiating Party to the extent reasonably related to such suspected infringement suit or misappropriation, nor to any recoveries with respect theretoaction. If the suspected infringement or misappropriation involves a Covered Infringement, Penwest The Initiating Party shall, within 30 days except as provided below, pay all expenses of the first notice referred suit or action, including the Initiating Party’s attorneys’ fees and court costs. Any damages, settlement fees or other consideration received as a result of such suit or action shall be allocated as follows: (a) First, to in Section reimburse the Initiating Party for its costs and, inform Mylan whether or not Penwest intends to institute suit against such third party with respect to a Covered Infringement. Mylan will not take if any steps toward instituting suit against any third party involving a Covered Infringement until Penwest has informed Mylan of its intention pursuant remains, to the previous sentence.other Party for any advisory counsel fees and costs; and 8.3 If Penwest notifies Mylan that it intends to institute suit against a third party with respect to a Covered Infringement(b) Second, and Mylan does not agree to join in such suit as provided in Section , Penwest may bring such suit on its own and shall in such event bear all costs of, and shall exercise all control over, such suit. Penwest may, at its expense, bring such action in the name of Mylan and/or cause Mylan to be joined in the suit as a plaintiff. Recoveriesbalance, if any, whether by judgment, (1) to the extent a lost profits award, decree or settlement, shall belong solely be treated as Net Sales and subject to Penwest. 8.4 If Penwest notifies Mylan that it desires to institute suit against such third party with respect to a Covered Infringementroyalty obligations under this Agreement, and Mylan notifies Penwest within 30 days after receipt (2) to the extent a royalty or other type of such notice that Mylan desires to institute suit jointly, the suit shall be brought jointly in the names of both parties and all costs thereof shall be borne equally. Recoveries, if any, whether by judgment, award, decree will be paid […***…]. If the Initiating Party believes it is reasonably necessary or settlementdesirable to obtain an effective remedy, shall, after the reimbursement of each of Penwest and Mylan for its share of the joint costs in such action, be shared between Penwest and Mylan equally; provided however that, any portion of such net recoveries which constitutes the equivalent of, or damages or payments in lieu of, a royalty measured by the defendant's Net Sales shall not be shared equally, but shall be shared between Penwest and Mylan in accordance with Section as if they were Mylan's Net Sales. 8.5 If Penwest notifies Mylan that it does not intend to institute suit against such third party with respect to a Covered Infringement, Mylan may institute suit on its own. Mylan shall bear all costs of, and shall exercise all control over, such suit. Recoveries, if any, whether by judgment, award, decree or settlement, shall belong solely to Mylan; provided however that, after reimbursement of Mylan for its costs in such action, any portion of such net recoveries which constitutes the equivalent of, or damages or payments in lieu of, a royalty measured by the defendant's Net Sales shall be shared between Penwest and Mylan in accordance with Section as if they were Mylan's Net Sales. 8.6 Should either Penwest or Mylan commence a suit under the provisions of this Section and thereafter elect to abandon the same, it shall give timely notice to upon written request the other party, who may, if it so desires, Party agrees to be joined as a plaintiff in party to the suit (or continue action but shall be under no obligation to participate except to the extent that such participation is required as the result of its being a named party to the suit or action. At the Initiating Party’s written request, the other Party shall offer reasonable assistance to the Initiating Party in connection therewith at no charge to the Initiating Party except for reimbursement of reasonable out-of-pocket expenses incurred by the other Party in rendering such if it is already one) and continue prosecution of such suitassistance. The sharing of expenses other Party shall have the right to participate and be represented in any recovery of such suit or action by its own counsel at its own expense. The Initiating Party may settle, consent judgment or otherwise voluntarily dispose of the suit or action (“Settlement”) without the written consent of the other Party but only if such Settlement can be achieved without adversely affecting the other Party (including any of its Patent Rights). If a Settlement could adversely affect the other Party, then the written consent of the other Party would be required, which consent shall not be as reasonably agreed between Penwest and Mylanunreasonably withheld, conditioned or delayed.

Infringement. 8.1 Penwest shall promptly inform Mylan If during the term of any suspected this Agreement, either party becomes aware of a third party infringement or threatened infringement of any of Licensed Patents, the Penwest Patents or following provisions shall apply: (a) Introgen shall have the infringement or misappropriation of right, but not the TIMERx Production Technology by a third partyobligation, to bring suit (itself or through a designee) to enforce the extent such infringement involves Licensed Patents, and/or to defend any declaratory judgment action with respect thereto, in each case with respect to the manufacture, sale or use or sale of a product within the Designated Product in Field; provided, however, that Introgen shall keep Corixa reasonably informed as to the Territory ("Covered Infringement")defense and/or settlement of such action. Mylan shall promptly inform Penwest of any suspected infringement of any of the Penwest Patents or infringement or misappropriation of the TIMERx Production Technology, whether or not the same involves a Covered Infringement. 8.2 If the suspected infringement or misappropriation does not involve a Covered Infringement, Penwest may take, or refrain from taking, any action it chooses, with or without notice to Mylan, and Mylan Corixa shall have no the right to take participate in any such action with counsel of its own choice at its own expense. Without limiting the provisions of Section 7.3 below, Corixa agrees to cooperate with Introgen with respect to such suspected infringement or misappropriation, nor to any recoveries with respect theretoactions brought by Introgen under this Section 7.2(a) at Introgen's request and expense. If the suspected infringement or misappropriation involves a Covered InfringementIntrogen decides to undertake such suit, Penwest shall, within 30 days of the first notice referred to then [*] received by Introgen in Section , inform Mylan whether or not Penwest intends to institute suit against such third party Action with respect to a Covered Infringement. Mylan will not take any steps toward instituting suit against any third party involving a Covered Infringement until Penwest has informed Mylan of its intention pursuant infringement that occurred prior to the previous sentencejudgment awarding such amounts shall be [*]. 8.3 (b) If Penwest notifies Mylan that it intends Introgen elects not to institute suit so initiate an action to enforce the Licensed Patents against a third party commercially significant infringement by a Third Party within the Field, within one hundred eighty (180) days of a request by Corixa to do so, Corixa may initiate such action at its expense; provided, however, that Corixa shall keep Introgen reasonably informed as to the defense and/or settlement of such action, as requested from time to time by Introgen, and provided that there is not then ongoing a litigation in any country with respect to a Covered Infringement, and Mylan does not agree the Licensed Technology. Introgen shall have the right to join participate in any such suit as provided in Section , Penwest may bring such suit on action with counsel of its own and shall in such event bear all costs of, and shall exercise all control over, such suit. Penwest may, choice at its own expense, bring such action in the name of Mylan and/or cause Mylan . Introgen agrees to be joined in the suit as a plaintiff. Recoveries, if any, whether by judgment, award, decree or settlement, shall belong solely to Penwest. 8.4 If Penwest notifies Mylan that it desires to institute suit against such third party cooperate with Corixa with respect to a Covered Infringementactions brought by Corixa under this Section 7.2(b) at Corixa's request and expense. If Corixa undertakes such suit, and Mylan notifies Penwest within 30 days then, after receipt of deducting the costs incurred by Corixa in connection with such notice that Mylan desires to institute suit jointlyAction, the suit Introgen shall be brought jointly in the names entitled to receive [*] of both parties and all costs thereof shall be borne equally. Recoveries, if any, whether any amounts received by judgment, award, decree or settlement, shall, after the reimbursement of each of Penwest and Mylan for its share of the joint costs Corixa in such action. (c) Upon Introgen's reasonable request, be shared between Penwest and Mylan equally; provided however thatCorixa agrees to use reasonable efforts, any portion of such net recoveries which constitutes the equivalent of, or damages or payments in lieu of, a royalty measured by the defendant's Net Sales shall not be shared equallyincluding, but shall be shared between Penwest and Mylan in accordance with Section as if they were Mylan's Net Sales. 8.5 If Penwest notifies Mylan that it does not intend to institute suit against such third party limited to, with respect to a Covered Infringement, Mylan may institute suit on its own. Mylan shall bear all costs of, and shall the exercise all control over, such suit. Recoveries, if any, whether by judgment, award, decree or settlement, shall belong solely to Mylan; provided however that, after reimbursement of Mylan for its costs in such action, any portion of such net recoveries which constitutes the equivalent of, or damages or payments in lieu of, a royalty measured by the defendant's Net Sales shall be shared between Penwest and Mylan in accordance with Section as if they were Mylan's Net Sales. 8.6 Should either Penwest or Mylan commence a suit rights under the provisions of Columbia Agreement (as defined in Section 10.1) to cause Columbia (as defined in Section 10.1) to cooperate in any suit, action or other proceeding under this Section and thereafter elect to abandon the same7.2, it shall give timely notice to the other party, who may, if it so desires, be joined as a plaintiff in the suit (or continue as such if it is already one) and continue prosecution of such suit. The sharing of expenses and any recovery of such suit shall be as reasonably agreed between Penwest and Mylanat Introgen's expense.

Infringement. 8.1 Penwest shall promptly inform Mylan 6.1 Each party will notify the other in writing of any suspected misappropriation or infringement of any of the Penwest Patents or the infringement or misappropriation of the TIMERx Production Technology by a third party, to the extent such infringement involves the manufacture, use or sale of the Designated Product rights in the Territory Licensed Technology of which the party becomes aware. 6.2 The Licensee has the first right ("Covered Infringement"). Mylan shall promptly inform Penwest of but is not obliged) to take Legal Action at its own cost in relation to any suspected misappropriation or infringement of any rights included in the Licensed Intellectual Property Rights in the Field and in the Territory. The Licensee must discuss any proposed Legal Action with OUI prior to the Legal Action being commenced, and take due account of the Penwest Patents legitimate interests of OUI in the Legal Action it takes provided always that the Licensee may act without further consultation if rights in the Licensed Technology would otherwise be prejudiced or lost. 6.3 If the Licensee takes Legal Action under clause 6.2, the Licensee will: 6.3.1 indemnify and hold OUI and the University harmless against all costs (including lawyers’ and patent agents’ fees and expenses), claims, demands and liabilities arising out of or consequent upon a Legal Action and will settle any invoice received from OUI in respect of such costs, claims, demands and liabilities within thirty (30) days of receipt; 6.3.2 treat any account of profits or damages (including, without limitation, punitive damages) awarded in or paid to the Licensee under any settlement of the Legal Action for any misappropriation or infringement of any rights included in the Licensed Technology as Net Sales for the purposes of clause 8, having first for these purposes deducted from the award or misappropriation settlement an amount equal to any legal costs incurred by the Licensee in the Legal Action that are not covered by an award of legal costs; and 6.3.3 keep OUI regularly informed of the TIMERx Production progress of the Legal Action, including, without limitation, any claims affecting the scope of the Licensed Technology, whether or not the same involves a Covered Infringement. 8.2 If the suspected infringement or misappropriation does not involve a Covered Infringement, Penwest 6.4 OUI may take, or refrain from taking, any action it chooses, with or without notice to Mylan, and Mylan shall have no right to take any action with respect to such suspected infringement or misappropriation, nor Legal Action at its own cost in relation to any recoveries with respect thereto. If the suspected misappropriation or infringement or misappropriation involves a Covered Infringement, Penwest shall, within 30 days of the first notice referred to in Section , inform Mylan whether or not Penwest intends to institute suit against such third party with respect to a Covered Infringement. Mylan will not take any steps toward instituting suit against any third party involving a Covered Infringement until Penwest has informed Mylan of its intention pursuant to the previous sentence. 8.3 If Penwest notifies Mylan that it intends to institute suit against a third party with respect to a Covered Infringement, and Mylan does not agree to join in such suit as provided in Section , Penwest may bring such suit on its own and shall in such event bear all costs of, and shall exercise all control over, such suit. Penwest may, at its expense, bring such action rights included in the name of Mylan and/or cause Mylan to be joined Licensed Intellectual Property Rights where: 6.4.1 the Licensee has notified OUI in the suit as a plaintiff. Recoveries, if any, whether by judgment, award, decree or settlement, shall belong solely to Penwest. 8.4 If Penwest notifies Mylan that it desires to institute suit against such third party with respect to a Covered Infringement, and Mylan notifies Penwest within 30 days after receipt of such notice that Mylan desires to institute suit jointly, the suit shall be brought jointly in the names of both parties and all costs thereof shall be borne equally. Recoveries, if any, whether by judgment, award, decree or settlement, shall, after the reimbursement of each of Penwest and Mylan for its share of the joint costs in such action, be shared between Penwest and Mylan equally; provided however that, any portion of such net recoveries which constitutes the equivalent of, or damages or payments in lieu of, a royalty measured by the defendant's Net Sales shall not be shared equally, but shall be shared between Penwest and Mylan in accordance with Section as if they were Mylan's Net Sales. 8.5 If Penwest notifies Mylan writing that it does not intend to institute suit against take any Legal Action in relation to any misappropriation or infringement of any such third party rights; or 6.4.2 if having received professional advice with respect regard to a Covered Infringement, Mylan may institute suit on its own. Mylan shall bear all costs ofany Legal Action within fourteen (14) days of the notification under clause 6.1, and consulted with OUI, the Licensee does not take reasonable steps to act upon an agreed process for dealing with such misappropriation or infringement (which may include, for the avoidance of doubt, seeking a second opinion in respect of such professional advice) within any timescale agreed between OUI and the Licensee and in any event within forty-five (45) days of notification under clause 6.1, provided it shall exercise all control over, such suit. Recoveriesnot settle any action without first consulting with the Licensee and taking account of the reasonable observations and requests of the Licensee. 6.5 Subject to clauses 6.2 and 6.3, if any, whether by judgment, award, decree or settlement, shall belong solely to Mylan; provided however that, after reimbursement of Mylan for its costs in the Licensee takes Legal Action OUI will provide such action, any portion of such net recoveries which constitutes the equivalent of, or damages or payments in lieu of, a royalty measured reasonable assistance as requested by the defendant's Net Sales shall Licensee in relation to such Legal Action at the Licensee’s cost and authorises the Licensee to join OUI as a party in any Legal Action where it is a legal requirement for the patent owner to be shared between Penwest and Mylan in accordance with Section as if they were Mylan's Net Sales. 8.6 Should either Penwest or Mylan commence a suit under the provisions of this Section and thereafter elect to abandon the same, it shall give timely notice to the other party, who may, if it so desires, be joined as a plaintiff in the suit (or continue as such if it is already one) and continue prosecution Legal Action, provided that the Licensee indemnifies OUI under clause 6.3.1 for the costs of such suit. The sharing of expenses and any recovery of such suit shall be as reasonably agreed between Penwest and Mylanlegal representation in the Legal Action required by OUI.

Infringement. 8.1 Penwest (a) Each Party shall promptly inform Mylan notify in writing the other Party during the term of any this Agreement of any: (1) known infringement or suspected infringement of any of the Penwest Patents Patent Rights; or the infringement (2) unauthorized use or misappropriation of the TIMERx Production Licensed Technology by a third partyparty of which it becomes aware, to and shall provide the extent such other Party with all available evidence supporting said infringement, suspected infringement involves the manufacture, or unauthorized use or sale of the Designated Product in the Territory misappropriation. Within ninety ("Covered Infringement"). Mylan shall promptly inform Penwest of any suspected infringement 90) days after InnoZen becomes, or is made aware of any of the Penwest Patents or infringement or misappropriation of the TIMERx Production Technologyforegoing, InnoZen shall decide whether or not to initiate an infringement or other appropriate action and shall notify SMI of its decision in writing. The failure of InnoZen to inform SMI of InnoZen’s decision within such ninety (90) day period shall be deemed a decision not to initiate an infringement or other appropriate action. Notwithstanding anything else herein to the same involves contrary, InnoZen agrees to and does hereby commit to defend, indemnify and hold SMI harmless against and from any third party actions claiming or challenging SMI’s right to Manufacture Products for the Field to the extent that such claim alleges that the Licensed Technology infringes intellectual property rights owned by a Covered Infringementthird party. 8.2 If (b) In the suspected event that InnoZen notifies SMI of its intent to initiate an infringement or misappropriation other appropriate action within the ninety (90) day period provided in Section 6.2(a), provided such infringement is continuing, InnoZen shall initiate such an infringement or other appropriate action within thirty (30) days of the end of such 90-day period. InnoZen shall be entitled to join SMI as a party to such suit, but SMI shall be under no obligation to participate except to the extent that such participation is required as the result of being a named party to the suit or being involved in the commercialization of any Patent Rights and/or Licensed Technology at issue. If SMI chooses to participate, SMI shall have the right to be represented by its own counsel at its own expense. InnoZen shall not settle any such suit involving rights of SMI nor make an admission of liability on behalf of SMI without obtaining the prior written consent of SMI, which consent shall not be unreasonably withheld. In the event InnoZen initiates proceedings pursuant to this Section 6.2(b), InnoZen shall be entitled to 100% of any and all amounts recovered in such suit, whether through judgment, settlement or otherwise, including without limitation, any punitive damages that may be awarded, up to the amount of InnoZen’s costs of suit, and InnoZen and SMI shall each be entitled to 50% of all amounts recovered in such suit, whether through judgment, settlement or otherwise, including without limitation, any punitive damages that may be awarded, in excess of InnoZen’s costs of suit. (c) In the event that InnoZen decides not to initiate, or is deemed to have not decided to initiate an infringement or other appropriate action within the 90-day period provided in Section 6.2(a), or does not involve a Covered Infringement, Penwest may take, or refrain from taking, any action it chooses, with or without notice to Mylan, and Mylan shall have no right to take any action with respect to initiate such suspected an infringement or misappropriation, nor to any recoveries with respect thereto. If the suspected infringement or misappropriation involves a Covered Infringement, Penwest shall, other appropriate action within 30 days of the first notice referred to in Section , inform Mylan whether or not Penwest intends to institute suit against such third party with respect to a Covered Infringement. Mylan will not take any steps toward instituting suit against any third party involving a Covered Infringement until Penwest has informed Mylan of its intention pursuant to the previous sentence. 8.3 If Penwest notifies Mylan that it intends to institute suit against a third party with respect to a Covered Infringement, and Mylan does not agree to join in such suit 90-day period as provided in Section 6.2(b), Penwest may bring such suit on its own and SMI shall in such event bear all costs of, and shall exercise all control over, such suit. Penwest mayhave the right, at its expense, to initiate an infringement or other appropriate action, and shall be entitled to join InnoZen as a party to such suit, but InnoZen shall be under no obligation to participate except to the extent that such participation is required as a result of its being a named party to the suit or being the owner of any Patent Rights and/or Licensed Technology at issue. Notwithstanding the foregoing, in the event that InnoZen is engaged at the end of said 90-day period in negotiations for the settlement of the said patent infringement which has been the subject of notice from SMI to InnoZen and has advised SMI in writing of such negotiations, then the above mentioned right and option of SMI to bring suit shall be exercised only with the written consent of InnoZen which will not be unreasonably withheld. If InnoZen chooses to participate in any suit initiated by SMI, InnoZen shall have the right to be represented in any such action suit by its own counsel at its own expense. SMI shall not settle any such suit involving rights of InnoZen nor make an admission of liability on behalf of InnoZen without obtaining the prior written consent of InnoZen, which consent shall not be unreasonably withheld. In the event SMI initiates proceedings pursuant to this Section 6.2(c), SMI shall be entitled to 100% of any and all amounts recovered in such suit, whether through judgment, settlement or otherwise, including without limitation, any punitive damages that may be awarded, up to the amount of SMI’s costs of suit, and InnoZen and SMI shall each be entitled to 50% of all amounts recovered in such suit, whether through judgment, settlement or otherwise, including without limitation, any punitive damages that may be awarded, in excess of SMI’s costs of suit. (d) Nothing herein contained shall be construed to require either party to expend money in litigation or in the enforcing of Patent Rights and/or Licensed Technology rights unless it so elects and in the event a party proceeds with litigation in the name of Mylan and/or the other party in any cause Mylan in which such other party is not voluntarily a party, as evidenced by written notice, such party shall and agrees to be joined in hold the suit as a plaintiff. Recoveriesother party harmless from any all liabilities arising thereunder, if anyincluding, whether by judgmentbut not limited to, awardattorney’s fees, decree or settlement, shall belong solely to Penwest. 8.4 If Penwest notifies Mylan that it desires to institute suit against such third party with respect to a Covered Infringementcourt costs, and Mylan notifies Penwest within 30 days after receipt damages arising out of such notice that Mylan desires to institute suit jointlycounterclaims, cross-claims and the suit shall be brought jointly in the names of both parties and all costs thereof shall be borne equally. Recoveries, if any, whether by judgment, award, decree or settlement, shall, after the reimbursement of each of Penwest and Mylan for its share of the joint costs in such action, be shared between Penwest and Mylan equally; provided however that, any portion of such net recoveries which constitutes the equivalent of, or damages or payments in lieu of, a royalty measured by the defendant's Net Sales shall not be shared equally, but shall be shared between Penwest and Mylan in accordance with Section as if they were Mylan's Net Saleslike. 8.5 If Penwest notifies Mylan that it does not intend to institute suit against such third party with respect to a Covered Infringement, Mylan may institute suit on its own. Mylan shall bear all costs of, and shall exercise all control over, such suit. Recoveries, if any, whether by judgment, award, decree or settlement, shall belong solely to Mylan; provided however that, after reimbursement of Mylan for its costs in such action, any portion of such net recoveries which constitutes the equivalent of, or damages or payments in lieu of, a royalty measured by the defendant's Net Sales shall be shared between Penwest and Mylan in accordance with Section as if they were Mylan's Net Sales. 8.6 Should either Penwest or Mylan commence a suit under the provisions of this Section and thereafter elect to abandon the same, it shall give timely notice to the other party, who may, if it so desires, be joined as a plaintiff in the suit (or continue as such if it is already one) and continue prosecution of such suit. The sharing of expenses and any recovery of such suit shall be as reasonably agreed between Penwest and Mylan.

Infringement. 8.1 Penwest A. In the event that Licensee shall promptly inform Mylan learn of the infringement of any suspected patent or right licensed under this Agreement, Licensee shall call CMCC's attention thereto in writing. Both parties to this Agreement agree to consult the other prior to notifying an infringing party, in a jurisdiction where Licensee then has exclusive rights under this Agreement, of the infringement of any of CMCC Patent Rights or such other intellectual property rights and shall not notify such infringing party without first obtaining consent of the Penwest Patents other party, which consent shall not be reasonably withheld. Both parties shall use their best efforts in cooperation with each other to terminate such infringement without litigation. CMCC shall have the first option to undertake the enforcement of the CMCC Patent Rights, provided, however, that Licensee may join with CMCC and its counsel in prosecuting such legal action, provided, however, that if the use of counsel chosen by CMCC would present such counsel with a conflict of interest that would disqualify such counsel from joint representation, then Licensee may obtain counsel of its choice at its sole expense. B. Licensee may request that CMCC take legal action against the infringement of the Patent Rights licensed under this Agreement. Such a request shall be made in writing and shall include reasonable evidence of such infringement and damages to Licensee. If CMCC does not commence a diligent legal challenge within sixty (60) business days after such request (or immediately in the event Licensee requests that CMCC seek provisional relief and reasonably demonstrates that such relief is required), and the infringing activity has not been abated within such time, or if at any time thereafter CMCC does not persist in such diligent legal challenge until the infringement has been abated, Licensee may, if the infringement occurred in a jurisdiction where Licensee had exclusive rights under this Agreement, may commence or assume control, as the case may be, over the prosecution of legal actions relating thereto. However, in the event Licensee elects to bring suit in accordance with this paragraph B, CMCC may thereafter join with Licensee and its counsel in prosecuting such legal action, provided, however that if the use of counsel chosen by CMCC would present such counsel with a conflict of interest that would disqualify such counsel from joint representation, then CMCC may obtain counsel of its choice at its sole expense. C. Recoveries or reimbursements from any such litigation or settlement within the scope of paragraph B in a jurisdiction in which Licensee had exclusive rights under this Agreement at the time of the infringement shall be first applied to reimburse Licensee and/ or CMCC for out-of-pocket litigation costs (with respect to Licensee, to the extent not theretofore credited against royalties in accordance with paragraph E) and then to CMCC for any royalties past due or withheld pursuant to paragraph E. Any remaining recoveries or reimbursements shall be divided between Licensee and CMCC at a rate of 20% to CMCC and 80% to Licensee. D. In the event that a claim or suit is asserted or brought against Licensee alleging that the manufacture or sale of any Licensed Product by Licensee or its sublicensees, or the infringement or misappropriation use of such Licensed Product by any customer of any of the TIMERx Production Technology by foregoing, infringes proprietary rights of a third party, Licensee shall give written notice thereof to CMCC. Licensee may, in its sole discretion, modify such Licensed Product to avoid such infringement and/or may settle on terms that it deems advisable in its sole discretion, subject to paragraph F. Otherwise, Licensee shall have the right, but not the obligation, to defend any such claim or suit. In the event Licensee elects not to defend such suit, CMCC shall have the right, but not the obligation to do so at its own sole expense. E. Licensee may credit up to fifty (50) percent of any litigation costs incurred by Licensee in any country pursuant to paragraph C or D and up to 50% of all amounts paid in judgment or settlement of litigation within the scope of paragraph D against royalties thereafter payable to CMCC hereunder for such country and apply the same toward one-half of its actual, reasonable out-of- pocket litigation costs. If one-half of such litigation costs in such country exceed 50 % of royalties payable to CMCC in any year in which such costs are incurred than the amount of such costs, expenses and amounts paid in judgment or settlement, in excess of such 50% of the royalties payable shall be carried over and credited against royalty payments in future years for such country (subject to the same annual limits). The credit relating to paragraph D shall apply only to the extent such infringement involves that litigation costs are incurred in defense or settlement of a claim that the practice of the Patent Rights involved in the manufacture, use or sale of Licensed Products infringes the Designated Product patent rights of a third party. F. Licensee shall not settle or compromise any suit in a manner that imposes any obligations or restrictions on CMCC or grants any rights to the Territory ("Covered Infringement")CMCC Patent Rights without CMCC's written permission, which permission shall not be unreasonably withheld. Mylan CMCC shall promptly inform Penwest of not settle or compromise any suspected infringement of such suit in a manner that imposes any obligations or restrictions on Licensee without Licensee's written permission, which permission shall not be reasonably withheld. G. In any action to enforce any of the Penwest Patents or infringement or misappropriation of the TIMERx Production TechnologyCMCC Patent Rights, whether or not the same involves a Covered Infringement. 8.2 If the suspected infringement or misappropriation does not involve a Covered Infringement, Penwest may take, or refrain from taking, any action it chooses, with or without notice to Mylan, and Mylan shall have no right to take any action with respect to such suspected infringement or misappropriation, nor to any recoveries with respect thereto. If the suspected infringement or misappropriation involves a Covered Infringement, Penwest shall, within 30 days of the first notice referred to in Section , inform Mylan whether or not Penwest intends to institute suit against such third party with respect to a Covered Infringement. Mylan will not take any steps toward instituting suit against any third party involving a Covered Infringement until Penwest has informed Mylan of its intention pursuant to the previous sentence. 8.3 If Penwest notifies Mylan that it intends to institute suit against a third party with respect to a Covered Infringement, and Mylan does not agree to join in such suit as provided in Section , Penwest may bring such suit on its own and shall in such event bear all costs of, and shall exercise all control over, such suit. Penwest mayeither party, at its expense, bring such action in the name request and expense of Mylan and/or cause Mylan to be joined in the suit as a plaintiff. Recoveries, if any, whether by judgment, award, decree or settlement, shall belong solely to Penwest. 8.4 If Penwest notifies Mylan that it desires to institute suit against such third party with respect to a Covered Infringement, and Mylan notifies Penwest within 30 days after receipt of such notice that Mylan desires to institute suit jointly, the suit shall be brought jointly in the names of both parties and all costs thereof shall be borne equally. Recoveries, if any, whether by judgment, award, decree or settlement, shall, after the reimbursement of each of Penwest and Mylan for its share of the joint costs in such action, be shared between Penwest and Mylan equally; provided however that, any portion of such net recoveries which constitutes the equivalent of, or damages or payments in lieu of, a royalty measured by the defendant's Net Sales shall not be shared equally, but shall be shared between Penwest and Mylan in accordance with Section as if they were Mylan's Net Sales. 8.5 If Penwest notifies Mylan that it does not intend to institute suit against such third party with respect to a Covered Infringement, Mylan may institute suit on its own. Mylan shall bear all costs of, and shall exercise all control over, such suit. Recoveries, if any, whether by judgment, award, decree or settlement, shall belong solely to Mylan; provided however that, after reimbursement of Mylan for its costs in such action, any portion of such net recoveries which constitutes the equivalent of, or damages or payments in lieu of, a royalty measured by the defendant's Net Sales shall be shared between Penwest and Mylan in accordance with Section as if they were Mylan's Net Sales. 8.6 Should either Penwest or Mylan commence a suit under the provisions of this Section and thereafter elect to abandon the same, it shall give timely notice to the other party, who mayshall cooperate to the fullest extent reasonably possible. This provision shall not be construed to require either party to undertake any activities, including legal discovery, at the request of any third party except as may be required by lawful process of a court of competent jurisdiction. H. Notwithstanding the foregoing, if a third party commences a legal action in any country in which Licensee has exclusive rights under this Agreement alleging that the practice of the Patent Rights infringes a third- party's patent rights, Licensee may withhold, pending final resolution of the litigation, 50% of the royalties thereafter payable to CMCC from sales made in that country. In the event that Licensee recovers damages from any such litigation, it so desires, be joined as a plaintiff in shall pay to CMCC the suit (or continue as such if it is already one) and continue prosecution 50% previously withheld together with interest at an annual rate of such suit. The sharing of expenses and any recovery of such suit shall be as reasonably agreed between Penwest and Mylan10%.

Infringement. 8.1 Penwest 9.1 Each party shall promptly inform Mylan of report in writing to the other party during the Term any infringement or suspected infringement of any of the Penwest Patents Patent, or the infringement unauthorized use or misappropriation of the TIMERx Production Technology or Know-how by a third partyparty of which it becomes aware, to and shall provide the extent such infringement involves the manufactureother party with all available evidence supporting said infringement, use or sale of the Designated Product in the Territory ("Covered Infringement"). Mylan shall promptly inform Penwest of any suspected infringement of any of the Penwest Patents or infringement or misappropriation of the TIMERx Production Technology, whether or not the same involves a Covered Infringement. 8.2 If the suspected infringement or misappropriation does not involve a Covered Infringement, Penwest may take, unauthorized use or refrain from taking, any action it chooses, with or without notice to Mylan, and Mylan misappropriation. 9.2 Company shall have no the right to take any initiate an infringement suit or other appropriate action with respect to such suspected infringement or misappropriation, nor to any recoveries with respect thereto. If the suspected infringement or misappropriation involves a Covered Infringement, Penwest shall, within 30 days of the first notice referred to in Section , inform Mylan whether or not Penwest intends to institute suit against such third party with respect to a Covered Infringement. Mylan will not take any steps toward instituting suit against any third party involving a Covered Infringement until Penwest who at any time has informed Mylan infringed or is suspected of infringing any of the Patents or of using without proper authorization all or any portion of the Technology or Know-how. Company shall give MSU sufficient advance written notice of its intention pursuant intent to initiate such action and the previous sentence. 8.3 If Penwest notifies Mylan that it intends to institute suit against a third party with respect to a Covered Infringement, and Mylan does not agree to join in such suit as provided in Section , Penwest may bring such suit on its own and shall in such event bear all costs ofreasons therefor, and shall exercise provide MSU with an opportunity to make suggestions and comments regarding such action. Company shall keep MSU promptly informed of the status of any such action. Company shall pay all control over, expenses of such suitaction. Penwest may, MSU shall offer reasonable assistance to Company in connection therewith at its expense, bring such action in the name no charge to Company except for reimbursement of Mylan and/or cause Mylan to be joined in the suit as a plaintiffreasonable out-of-pocket expenses. Recoveries, if anyreimbursements, damages, profits or awards from such action shall first be applied to reimburse Company and MSU for litigation costs. Any remaining recoveries, reimbursements, damages, profits or awards of whatever nature shall be treated as Adjusted Gross Sales under this Agreement. 9.3 In the event that MSU is a legally indispensable party to an infringement suit or other action as described in Paragraph 9.2, MSU may join the action as a co-plaintiff. Company shall reimburse MSU for any costs it incurs as a party to any action brought by Company or its sublicensee, irrespective of whether by judgmentMSU shall become a co-plaintiff. 9.4 In the event that Company does not within six (6) months (a) secure cessation of the infringement, awardor (b) initiate suit against the infringer, decree MSU shall thereafter have the right but not the obligation to convert Company's exclusive license hereunder to a non-exclusive license and/or to take action against the infringer at MSU's own expense. Company shall offer reasonable assistance to MSU in connection with such action at no charge to MSU except for the reimbursement of reasonable out-of-pocket expenses. Any damages, profits or settlement, awards of whatever nature recovered from such action shall belong solely to PenwestMSU. 8.4 If Penwest notifies Mylan that it desires to institute suit against such third party with respect to a Covered Infringement, and Mylan notifies Penwest within 30 days after receipt of such notice that Mylan desires to institute suit jointly, the suit shall be brought jointly in the names of both parties and all costs thereof shall be borne equally. Recoveries, if any, whether by judgment, award, decree or settlement, shall, after the reimbursement of each of Penwest and Mylan for its share of the joint costs in such action, be shared between Penwest and Mylan equally; provided however that, any portion of such net recoveries which constitutes the equivalent of, or damages or payments in lieu of, a royalty measured by the defendant's Net Sales shall not be shared equally, but shall be shared between Penwest and Mylan in accordance with Section as if they were Mylan's Net Sales. 8.5 If Penwest notifies Mylan that it does not intend to institute suit against such third party with respect to a Covered Infringement, Mylan may institute suit on its own. Mylan shall bear all costs of, and shall exercise all control over, such suit. Recoveries, if any, whether by judgment, award, decree or settlement, shall belong solely to Mylan; provided however that, after reimbursement of Mylan for its costs in such action, any portion of such net recoveries which constitutes the equivalent of, or damages or payments in lieu of, a royalty measured by the defendant's Net Sales shall be shared between Penwest and Mylan in accordance with Section as if they were Mylan's Net Sales. 8.6 Should either Penwest or Mylan commence a suit under the provisions of this Section and thereafter elect to abandon the same, it shall give timely notice to the other party, who may, if it so desires, be joined as a plaintiff in the suit (or continue as such if it is already one) and continue prosecution of such suit. The sharing of expenses and any recovery of such suit shall be as reasonably agreed between Penwest and Mylan.

Infringement. 8.1 Penwest 7.1 LICENSEE shall inform UFRFI promptly inform Mylan in writing of any suspected alleged infringement of the Patent Rights by a third party and of any available evidence thereof. 7.2 During the term of this Agreement, UFRFI shall have the right, but shall not be obligated, to prosecute at its own expense any such infringements of Patent Rights. If UFRFI prosecutes any such infringement, LICENSEE agrees that UFRFI may include LICENSEE as a co-plaintiff in any such suit, without expense to LICENSEE. The total cost of any such infringement action commenced or defended solely by UFRFI shall be borne by UFRFI and UFRFI shall keep any recovery or damages for past infringement derived therefrom. 7.3 If within three (3) months after having been notified of any alleged infringement or such shorter time proscribed by law, UFRFI shall have been unsuccessful in persuading the alleged infringer to desist and shall not have brought and shall not be diligently prosecuting an infringement action, or if UFRFI shall notify LICENSEE at any time prior thereto of its intention not to bring suit against any alleged infringer, then, and in those events only, LICENSEE shall have the right, but shall not be obligated, to prosecute at its own expense any infringement of the Patent Rights, and LICENSEE may, for such purposes, use the name of UFRFI as party plaintiff; provided, however, that such right to bring an infringement action shall remain in effect only for so long as the license granted herein remains exclusive. No settlement, consent judgment or other voluntary final disposition of the suit may be entered into without the consent of UFRFI, which consent shall not unreasonably be withheld; provided, however, that LICENSEE shall indemnify UFRFI against any order for costs that may be made against UFRFI in such proceedings, in accordance with this Paragraph. 7.4 In the event that LICENSEE shall undertake the enforcement and/or defense of the Patent Rights by litigation, LICENSEE may withhold up to fifty percent (50%) of the royalties otherwise thereafter due UFRFI hereunder and apply the same toward reimbursement of its expenses, including reasonable attorneys' fees, in connection therewith. Said withholding of royalties shall begin no earlier than the date LICENSEE first receives a ▇▇▇▇ for professional services or expenses associated with the enforcement and/or defense of the Patent Rights. Any recovery of damages by LICENSEE for any such suit shall be applied first in satisfaction of any unreimbursed expenses and legal fees of LICENSEE relating to the suit, and next toward reimbursement of UFRFI for any royalties past due or withheld with interest and applied pursuant to this Article VII. 7.5 In the event that a declaratory judgment action alleging invalidity or noninfringement of any of the Penwest Patents or Patent Rights shall be brought against LICENSEE, UFRFI, at its option, shall have the infringement or misappropriation right, within thirty (30) days after commencement of such action, to intervene and take over the sole defense of the TIMERx Production Technology by a third partyaction at its own expense. 7.6 In any infringement suit as either party may institute to enforce the Patent Rights pursuant to this Agreement, the other party hereto shall, at the request and expense of the party initiating such suit, cooperate in all respects and, to the extent such infringement involves the manufacturepossible, use or sale of the Designated Product in the Territory ("Covered Infringement"). Mylan shall promptly inform Penwest of any suspected infringement of any of the Penwest Patents or infringement or misappropriation of the TIMERx Production Technologyhave its employees testify when requested and make available relevant records, whether or not the same involves a Covered Infringement. 8.2 If the suspected infringement or misappropriation does not involve a Covered Infringementpapers, Penwest may takeinformation, or refrain from takingsamples, any action it chooses, with or without notice to Mylanspecimens, and Mylan shall have no right to take any action with respect to such suspected infringement or misappropriation, nor to any recoveries with respect thereto. If the suspected infringement or misappropriation involves a Covered Infringement, Penwest shall, within 30 days of the first notice referred to in Section , inform Mylan whether or not Penwest intends to institute suit against such third party with respect to a Covered Infringement. Mylan will not take any steps toward instituting suit against any third party involving a Covered Infringement until Penwest has informed Mylan of its intention pursuant to the previous sentencelike. 8.3 If Penwest notifies Mylan that it intends to institute suit against a third party with respect to a Covered Infringement, and Mylan does not agree to join in such suit as provided in Section , Penwest may bring such suit on its own and shall in such event bear all costs of, and shall exercise all control over, such suit. Penwest may, at its expense, bring such action in the name of Mylan and/or cause Mylan to be joined in the suit as a plaintiff. Recoveries, if any, whether by judgment, award, decree or settlement, shall belong solely to Penwest. 8.4 If Penwest notifies Mylan that it desires to institute suit against such third party with respect to a Covered Infringement, and Mylan notifies Penwest within 30 days after receipt of such notice that Mylan desires to institute suit jointly, the suit shall be brought jointly in the names of both parties and all costs thereof shall be borne equally. Recoveries, if any, whether by judgment, award, decree or settlement, shall, after the reimbursement of each of Penwest and Mylan for its share of the joint costs in such action, be shared between Penwest and Mylan equally; provided however that, any portion of such net recoveries which constitutes the equivalent of, or damages or payments in lieu of, a royalty measured by the defendant's Net Sales shall not be shared equally, but shall be shared between Penwest and Mylan in accordance with Section as if they were Mylan's Net Sales. 8.5 If Penwest notifies Mylan that it does not intend to institute suit against such third party with respect to a Covered Infringement, Mylan may institute suit on its own. Mylan shall bear all costs of, and shall exercise all control over, such suit. Recoveries, if any, whether by judgment, award, decree or settlement, shall belong solely to Mylan; provided however that, after reimbursement of Mylan for its costs in such action, any portion of such net recoveries which constitutes the equivalent of, or damages or payments in lieu of, a royalty measured by the defendant's Net Sales shall be shared between Penwest and Mylan in accordance with Section as if they were Mylan's Net Sales. 8.6 Should either Penwest or Mylan commence a suit under the provisions of this Section and thereafter elect to abandon the same, it shall give timely notice to the other party, who may, if it so desires, be joined as a plaintiff in the suit (or continue as such if it is already one) and continue prosecution of such suit. The sharing of expenses and any recovery of such suit shall be as reasonably agreed between Penwest and Mylan.

Infringement. 8.1 Penwest A. Licensee and CMCC shall each inform the other promptly inform Mylan in writing of any suspected alleged infringement by a third party of the Patent Rights in the Field of Use within the scope of this Agreement and of any available evidence thereof. B. During the Term of this Agreement, CMCC shall have the right, but shall not be obligated, to prosecute at its own expense any infringement of any Patent Right and, in furtherance of such right, Licensee hereby agrees that CMCC may include Licensee as a party plaintiff in any such suit, without expense to Licensee. Prior to instituting any such suit, CMCC shall give reasonable prior written notice thereof to Licensee, and the parties shall discuss in good faith and use reasonable efforts to agree upon an appropriate litigation strategy. The total cost of any such infringement action commenced or defended solely by CMCC shall be borne by CMCC. Licensee shall have the right to participate in any such action, at its own expense, with counsel of its own choosing. Any recovery of damages by CMCC for such suit shall be applied first in satisfaction of any fees and expenses of CMCC and Licensee hereunder and the balance remaining from any such recovery shall be *. No settlement, consent judgment or voluntary final disposition of the suit may be entered into without the prior written consent of Licensee, which consent shall not be unreasonably withheld or delayed. C. If within sixty (60) days after having discovered or been notified of any alleged infringement in sufficient detail to reasonably investigate and substantiate the allegation, CMCC shall have been unsuccessful in persuading the alleged infringer to desist and shall not have brought and shall not be diligently prosecuting an infringement action, or if CMCC shall notify Licensee of its intention not to bring suit * Confidential Treatment Requested 28 against any alleged infringer, then, Licensee shall have the right, but shall not be obligated, to prosecute at its own expense any infringement of the Patent Rights, provided, however, that such right to bring such an infringement action shall remain in effect only for so long as the license granted hereunder remains exclusive. No settlement, consent judgment or other voluntary final disposition of the suit may be entered into without the prior written consent of CMCC, which consent shall not be unreasonably withheld or delayed. Licensee shall indemnify CMCC against any order for costs that may be made against CMCC in such proceedings. D. In the event Licensee shall undertake the enforcement and/or defense of the Patent Rights by litigation pursuant to Paragraph C of this Article VII, Licensee may withhold up to * of the payments otherwise thereafter due to CMCC under Article IV above and apply the same toward reimbursement of up to * of Licensee’s expenses, including reasonable attorney’s fees, in connection therewith. Any recovery of damages by Licensee for each such suit shall be applied first in satisfaction of any unreimbursed expenses and legal fees of CMCC and Licensee relating to such suit and next toward reimbursement of CMCC for any payments under Article IV past due or withheld and applied pursuant to this Article VII. The balance remaining from any such recovery shall be divided equally between Licensee and CMCC. E. In the event that a declaratory judgment action alleging invalidity or noninfringement of any of the Penwest Patents Patent Rights shall be brought against Licensee or CMCC, the infringement or misappropriation other party at its option, shall have the right, within thirty (30) days after commencement of such action, to intervene and participate in the defense of the TIMERx Production Technology by a third partyaction at its own expense with counsel of its own choosing. F. In any infringement suit which either party may institute to enforce the Patent Rights pursuant to this Agreement, the other party hereto shall cooperate in all reasonable respects and, to the extent such infringement involves reasonably possible, have its employees testify when requested and make available relevant records, papers, information, samples, specimens, and the manufacturelike. G. Licensee shall, during the period that the license to the Patent Rights is exclusive pursuant to this Agreement, have the sole right subject to the terms and conditions hereof to sublicense any alleged infringer for future use or sale of the Designated Product in the Territory ("Covered Infringement"). Mylan shall promptly inform Penwest of any suspected infringement of any of the Penwest Patents or infringement or misappropriation of the TIMERx Production Technology, whether or not the same involves a Covered Infringement. 8.2 If the suspected infringement or misappropriation does not involve a Covered Infringement, Penwest may take, or refrain from taking, any action it chooses, with or without notice to Mylan, and Mylan shall have no right to take any action with respect to such suspected infringement or misappropriation, nor to any recoveries with respect thereto. If the suspected infringement or misappropriation involves a Covered Infringement, Penwest shall, within 30 days of the first notice referred to in Section , inform Mylan whether or not Penwest intends to institute suit against such third party with respect to a Covered Infringement. Mylan will not take any steps toward instituting suit against any third party involving a Covered Infringement until Penwest has informed Mylan of its intention pursuant Patent Rights to the previous sentence. 8.3 If Penwest notifies Mylan that it intends extent licensed by this Agreement. Any upfront fees paid to institute suit against a third party with respect to a Covered Infringement, and Mylan does not agree to join in such suit Licensee as provided in Section , Penwest may bring such suit on its own and shall in such event bear all costs of, and shall exercise all control over, such suit. Penwest may, at its expense, bring such action in the name of Mylan and/or cause Mylan to be joined in the suit as a plaintiff. Recoveries, if any, whether by judgment, award, decree or settlement, shall belong solely to Penwest. 8.4 If Penwest notifies Mylan that it desires to institute suit against such third party with respect to a Covered Infringement, and Mylan notifies Penwest within 30 days after receipt part of such notice that Mylan desires to institute suit jointly, the suit shall be brought jointly in the names of both parties and all costs thereof shall be borne equally. Recoveries, if any, whether by judgment, award, decree or settlement, shall, after the reimbursement of each of Penwest and Mylan for its share of the joint costs in such action, be shared between Penwest and Mylan equally; provided however that, any portion of such net recoveries which constitutes the equivalent of, or damages or payments in lieu of, a royalty measured by the defendant's Net Sales shall not be shared equally, but sublicense shall be shared between Penwest Licensee and Mylan CMCC as provided in accordance with Section as if they were Mylan's Net Sales. 8.5 If Penwest notifies Mylan that it does not intend to institute suit against such third party with respect to a Covered Infringement, Mylan may institute suit on its ownParagraph G(a) of Article IV. Mylan shall bear all costs of, and shall exercise all control over, such suit. Recoveries, if any, whether by judgment, award, decree or settlement, shall belong solely to Mylan; provided however that, after reimbursement of Mylan for its costs in such action, any portion of such net recoveries which constitutes the equivalent of, or damages or payments in lieu of, a royalty measured by the defendant's Net Sales shall be shared between Penwest and Mylan in accordance with Section as if they were Mylan's Net Sales. 8.6 Should either Penwest or Mylan commence a suit under the provisions of this Section and thereafter elect to abandon the same, it shall give timely notice to the other party, who may, if it so desires, be joined as a plaintiff in the suit (or continue as such if it is already one) and continue prosecution of such suit. The sharing of expenses and any recovery of such suit shall be as reasonably agreed between Penwest and Mylan.* Confidential Treatment Requested 29

Infringement. 8.1 Penwest 11.1 During the term of this Agreement, LICENSEE shall promptly inform Mylan have the first option to police the Licensed Patents and Products against infringement within the Field of Use by other parties. This right to police includes defending any suspected action for declaratory judgment of noninfringement or invalidity; and prosecuting, defending or settling all infringement and declaratory judgment actions at its expense and through counsel of its selection, except that any such settlement shall only be made with the advice and consent of MICHIGAN. MICHIGAN shall provide reasonable assistance to LICENSEE with respect to such actions, provided LICENSEE shall reimburse MICHIGAN for out-of-pocket expenses incurred in connection with any such assistance rendered at LICENSEE’ request or reasonably required by MICHIGAN. In the event LICENSEE elects to institute any such action or suit, MICHIGAN agrees to be named as a nominal party therein. MICHIGAN retains the right to participate, with counsel of its own choosing, in any action under this Paragraph 11.1. 11.2 In the event that LICENSEE shall institute an action for infringement of any of the Penwest Patents a Licensed Patent or the infringement defend a declaratory judgment or misappropriation of the TIMERx Production Technology by a third party, to the extent such infringement involves the manufacture, use or sale of the Designated Product in the Territory ("Covered Infringement"). Mylan shall promptly inform Penwest of any suspected infringement of any of the Penwest Patents or infringement or misappropriation of the TIMERx Production Technology, whether or not the same involves a Covered Infringement. 8.2 If the suspected infringement or misappropriation does not involve a Covered Infringement, Penwest may take, or refrain from taking, any action it chooses, with or without notice to Mylan, and Mylan shall have no right to take any other action with respect to such suspected infringement a Licensed Patent, any portion of any resulting settlement payments or misappropriationdamages awarded which is received by LICENSEE, nor less LICENSEE’s actual outside attorney fees and other direct, out-of-pocket litigation expenses, including expenses due MICHIGAN for its participation in said litigation as provided under Paragraph 11.1 (not to include any recoveries with respect theretocompensation paid to employees of LICENSEE or Sublicensees) paid and unrecovered by LICENSEE, shall be paid 75% to LICENSEE and 25% to MICHIGAN. If the suspected infringement LICENSEE has paid or misappropriation involves a Covered Infringement, Penwest shall, within 30 days of the first notice referred pays an annual fee to in Section , inform Mylan whether or not Penwest intends to institute suit against such third party with respect to a Covered Infringement. Mylan will not take any steps toward instituting suit against any third party involving a Covered Infringement until Penwest has informed Mylan of its intention pursuant to the previous sentence. 8.3 If Penwest notifies Mylan that it intends to institute suit against a third party with respect to a Covered Infringement, and Mylan does not agree to join in such suit as provided in Section , Penwest may bring such suit on its own and shall in such event bear all costs of, and shall exercise all control over, such suit. Penwest may, at its expense, bring such action MICHIGAN under Paragraph 4.6 in the name of Mylan and/or cause Mylan to year in which a payment or award as set out above is received, then that annual fee may be joined in credited by LICENSEE against the suit as a plaintiff. Recoveries, if any, whether by judgment, award, decree or settlement, shall belong solely to Penwest. 8.4 If Penwest notifies Mylan that it desires to institute suit against such third party with respect to a Covered Infringement, and Mylan notifies Penwest within 30 days after receipt of such notice that Mylan desires to institute suit jointly, the suit shall be brought jointly in the names of both parties and all costs thereof shall be borne equally. Recoveries, if any, whether by judgment, award, decree or settlement, shall, after the reimbursement of each of Penwest and Mylan for its share of the joint costs payment or award otherwise due to MICHIGAN, exactly as if that share represented additional royalties due from LICENSEE. 11.3 In the event that LICENSEE fails to take action to ▇▇▇▇▇ any alleged infringement of a Licensed Patent within sixty (60) days of a request by MICHIGAN to do so (or within such shorter period which might be required to preserve the legal rights of MICHIGAN under the laws of any relevant government or political subdivision thereof), then MICHIGAN shall have the right to take such action (including prosecution of a suit) at its expense and LICENSEE shall use reasonable efforts to cooperate in such action, at LICENSEE’ expense. In the event MICHIGAN elects to institute any such action or suit, LICENSEE agrees to be shared between Penwest and Mylan equally; provided however thatnamed as a nominal party therein. MICHIGAN shall have full authority to settle on such terms as MICHIGAN shall determine, except that MICHIGAN shall not reach any settlement whereby it licenses a third party under any Licensed Patents in the Field of Use without the consent of LICENSEE, which consent can be withheld for any reason. Any portion of such net recoveries which constitutes the equivalent of, any resulting settlement payments or damages awarded which is received by MICHIGAN, less MICHIGAN’s actual outside attorney fees and other direct, out-of-pocket litigation expenses (not to include any compensation paid to employees of MICHIGAN) paid and unrecovered by MICHIGAN, and after payment to LICENSEE (such payment not to exceed the recovery or payments settlement amounts actually received by MICHIGAN) of any unrecovered expenses paid by LICENSEE at MICHIGAN’s request to third parties in lieu offurtherance of such actions, a royalty measured by the defendant's Net Sales shall not be shared equally, but shall be shared between Penwest paid 25% to LICENSEE and Mylan in accordance with Section as if they were Mylan's Net Sales75% to MICHIGAN. 8.5 If Penwest notifies Mylan that it does not intend to institute suit against such 11.4 LICENSEE shall promptly notify MICHIGAN in writing in detail of the discovery of any allegation by a third party of infringement resulting from the practice of Licensed Patents, and of the initiation of any legal action by LICENSEE or by any third party with respect regard to any alleged infringement or noninfringement. LICENSEE shall in a Covered Infringement, Mylan may institute suit on its own. Mylan shall bear timely manner keep MICHIGAN informed and provide copies to MICHIGAN of all costs of, and shall exercise documents regarding all control over, such suit. Recoveries, if any, whether proceedings or actions instituted by judgment, award, decree or settlement, shall belong solely to Mylan; provided however that, after reimbursement of Mylan for its costs in such action, any portion of such net recoveries which constitutes the equivalent of, or damages or payments in lieu of, a royalty measured by the defendant's Net Sales shall be shared between Penwest and Mylan in accordance with Section as if they were Mylan's Net SalesLICENSEE. 8.6 Should either Penwest or Mylan commence a suit under the provisions of this Section and thereafter elect to abandon the same, it shall give timely notice to the other party, who may, if it so desires, be joined as a plaintiff in the suit (or continue as such if it is already one) and continue prosecution of such suit. The sharing of expenses and any recovery of such suit shall be as reasonably agreed between Penwest and Mylan.

Infringement. 8.1 Penwest (a) Amarin shall promptly inform Mylan notify Chemport of any suspected infringement of any or threatened infringement, misappropriation or other unauthorized use of the Penwest Patents Chemport Intellectual Property licensed by Chemport to Amarin under the Amarin License that comes to Amarin’s attention. The notice shall set forth the facts of such suspected or threatened infringement in reasonable detail. Chemport shall have the infringement or misappropriation of sole right, but not the TIMERx Production Technology by a third partyobligation, to the extent such infringement involves the manufactureinstitute, use or sale of the Designated Product in the Territory ("Covered Infringement"). Mylan shall promptly inform Penwest of any suspected infringement of any of the Penwest Patents or infringement or misappropriation of the TIMERx Production Technology, whether or not the same involves a Covered Infringement. 8.2 If the suspected infringement or misappropriation does not involve a Covered Infringement, Penwest may take, or refrain from taking, any action it chooses, with or without notice to Mylan, prosecute and Mylan shall have no right to take any action with respect to such suspected infringement or misappropriation, nor to any recoveries with respect thereto. If the suspected infringement or misappropriation involves a Covered Infringement, Penwest shall, within 30 days of the first notice referred to in Section , inform Mylan whether or not Penwest intends to institute suit against such third party with respect to a Covered Infringement. Mylan will not take any steps toward instituting suit against any third party involving a Covered Infringement until Penwest has informed Mylan of its intention pursuant to the previous sentence. 8.3 If Penwest notifies Mylan that it intends to institute suit against a third party with respect to a Covered Infringement, and Mylan does not agree to join in such suit as provided in Section , Penwest may bring such suit on its own and shall in such event bear all costs of, and shall exercise all control over, such suit. Penwest maycontrol, at its expense, bring any action or proceeding against the Third-Party infringer of such Chemport Intellectual Property. If Chemport institutes an action in the name of Mylan and/or cause Mylan against such infringer, Amarin shall give Chemport reasonable assistance and authority to be joined in control, file and prosecute the suit as a plaintiffnecessary at Chemport’s expense. RecoveriesAmarin shall have the right to participate in the applicable action or proceeding with its own counsel at its own expense and without reimbursement hereunder. If Amarin elects to so participate, if any, whether by judgment, award, decree Chemport shall provide Amarin with an opportunity to consult regarding such action or settlement, shall belong solely to Penwestproceeding. 8.4 (b) If Penwest notifies Mylan that Chemport elects not to bring any action or proceeding for infringement, misappropriation or other unauthorized use of the Chemport Intellectual Property licensed by Chemport to Amarin under the Amarin License, then it desires shall promptly advise Amarin of its decision, and Amarin thereafter shall have the right, but not the obligation, to institute suit institute, prosecute and control, at its expense, any action or proceeding against the Third-Party infringer of such Chemport Intellectual Property. If Amarin institutes an action against such third party with respect infringer, Chemport shall give Amarin reasonable assistance and authority to a Covered Infringementcontrol, file and Mylan notifies Penwest within 30 days after receipt of such notice that Mylan desires to institute suit jointly, prosecute the suit shall be brought jointly in the names of both parties and all costs thereof shall be borne equally. Recoveries, if any, whether by judgment, award, decree or settlement, shall, after the reimbursement of each of Penwest and Mylan for its share of the joint costs in such action, be shared between Penwest and Mylan equally; provided however that, any portion of such net recoveries which constitutes the equivalent of, or damages or payments in lieu of, a royalty measured by the defendant's Net Sales shall not be shared equally, but shall be shared between Penwest and Mylan in accordance with Section as if they were Mylan's Net Sales. 8.5 If Penwest notifies Mylan that it does not intend to institute suit against such third party with respect to a Covered Infringement, Mylan may institute suit on its own. Mylan shall bear all costs ofnecessary at Amarin’s expense, and shall exercise all control overjoin such action if reasonably requested by Amarin or required by applicable Legal Requirements. Chemport shall have the right to participate in the applicable action or proceeding with its own counsel at its own expense and without reimbursement hereunder (except for any out-of-pocket costs and expenses incurred by Chemport following its joinder as a party to such action or proceeding pursuant to Amarin’s reasonable request or as required by applicable Legal Requirements). If Chemport elects to participate (but is not joined as a party to such action or proceeding), Amarin shall provide Chemport with an opportunity to consult regarding such action or proceeding. Amarin shall retain any damages or other monetary awards that it recovers in pursuing any action under this Section 8.4(b). (c) In the event that either Party exercises the rights conferred in this Section 8.4 and recovers any damages or other sums in such action or proceeding or in settlement thereof, such suit. Recoveries, if any, whether by judgment, award, decree or settlement, shall belong solely to Mylan; provided however that, after reimbursement of Mylan for its costs in such action, any portion of such net recoveries which constitutes the equivalent of, or damages or payments in lieu other sums recovered shall first be applied to all out-of, a royalty measured -pocket costs and expenses incurred by the defendant's Net Sales Parties in connection therewith (including attorneys fees), unless such Party is expressly not entitled to reimbursement under this Section 8.4. If such recovery is insufficient to cover all such costs and expenses of both Parties, the controlling Party’s costs shall be shared between Penwest and Mylan paid in accordance with Section as if they were Mylan's Net Sales. 8.6 Should either Penwest or Mylan commence a suit full first before any of the other Party’s costs. Each Party seeking reimbursement under the provisions of this Section and thereafter elect to abandon the same, it 8.4 shall give timely notice furnish promptly to the other party, who may, if it so desires, be joined as a plaintiff in the suit (or continue as such if it is already one) Party appropriate documentation of its out-of-pocket costs and continue prosecution of such suit. The sharing of expenses and any recovery of such suit shall be as reasonably agreed between Penwest and Mylanincurred.

Infringement. 8.1 Penwest shall promptly inform Mylan of any suspected (a) In the case where either Party reasonably believes that an infringement of any of the Penwest Patents or the infringement or misappropriation of the TIMERx Production Technology by a third partyThird Party of Camurus Product IP, to Camurus Platform IP, Braeburn Product IP or any Joint IP by the extent such infringement involves the manufacturedevelopment, use manufacture or sale of the Designated any Product in the Territory Licensed Field ("Covered Infringement"an “Infringing Activity”) may be occurring, such Party shall disclose full details of the potential infringement to the other Party. (b) Where an infringement of Camurus Product IP, Braeburn Product IP or any Joint IP by an Infringing Activity occurs in one or more countries of the Licensed Territory, Braeburn shall have the first right to, but shall not be obliged to, at its own cost and expense enforce the same in accordance with the below subparagraphs (i) through (iii). (i) Braeburn shall have the sole right to conduct the claim and any proceedings, including any counterclaim for invalidity or unenforceability or any declaratory judgment action, and including the right to settle. Mylan If Braeburn decides to commence proceedings in relation to Camurus Product IP, Braeburn Product IP or any Joint IP, it shall promptly inform Penwest be entitled to require Camurus to join Braeburn as co-plaintiff and Camurus shall have the right to join as co-plaintiff. Camurus shall, at Braeburn’s cost and expense, provide all necessary assistance to Braeburn in relation to any such proceeding. If Camurus elects to be separately represented (which shall be at Camurus’ discretion), then such separate representation shall be at Camurus’ cost and expense. Braeburn shall have the sole right to settle such proceedings (but excluding any counterclaim for invalidity or unenforceability, which shall require the written consent of Camurus not to be unreasonably withheld), provided that such settlement does not include a license under Camurus Product CP, Braeburn Product IP or Joint IP or causes Camurus to incur any losses, in which case Braeburn’s consent to the terms of such CERTAIN CONFIDENTIAL PORTIONS OF THIS EXHIBIT WERE OMITTED AND REPLACED WITH “[***]”. A COMPLETE VERSION OF THIS EXHIBIT HAS BEEN FILED SEPARATELY WITH THE SECRETARY OF THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO AN APPLICATION REQUESTING CONFIDENTIAL TREATMENT PURSUANT TO RULE 24B-2 PROMULGATED UNDER THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED. license shall be required, such consent not to be unreasonably withheld, conditioned or delayed. (ii) If Braeburn succeeds in any such infringement proceedings, whether at trial or by way of settlement, the proceeds of any suspected award or damages or settlement in respect of such infringement proceedings shall first be applied (a) to reimburse Braeburn an amount equal to Braeburn’s costs of taking the proceedings, (b) to reimburse Camurus an amount equal to Camurus’ costs of assisting Braeburn with the proceedings, and (c) the remainder shall be retained by Braeburn less [***] thereof, which amount shall be paid to Camurus; (iii) If Braeburn declines to initiate any such proceedings in respect of any of Camurus Product IP, Braeburn Product IP or Joint IP in the Penwest Patents or infringement or misappropriation of the TIMERx Production Technology, whether or not the same involves a Covered Infringement. 8.2 If the suspected infringement or misappropriation does not involve a Covered Infringement, Penwest may take, or refrain from taking, any action it chooses, with or without notice to Mylan, and Mylan shall have no right to take any action with respect to such suspected infringement or misappropriation, nor to any recoveries with respect thereto. If the suspected infringement or misappropriation involves a Covered Infringement, Penwest shall, Licensed Territory within 30 60 days of the date when Braeburn first notice referred became aware of the infringement, Camurus shall be entitled to do so at its own cost and expense in Section which case it shall have sole conduct of any claim or proceedings including any counterclaim for invalidity or unenforceability or any declaratory judgment action and shall be entitled to require Braeburn to join Camurus as co-plaintiff and Braeburn shall have the right to join as co-plaintiff, inform Mylan whether Braeburn shall, at Camurus’ cost and expense, provide all necessary assistance to Camurus in relation to such proceedings. If Braeburn elects to be separately represented (which shall be at Braeburn’s discretion), then such separate representation shall be at Braeburn’s cost and expense. Camurus shall have the sole right to settle such proceedings (but excluding any counterclaim for invalidity or unenforceability, which shall require the written consent of Braeburn not Penwest intends to institute suit against be unreasonably withheld), provided that such third party with respect settlement does not include a license under the Camurus Product IP, Braeburn Product IP or Joint IP or causes Braeburn to a Covered Infringement. Mylan will not take incur any steps toward instituting suit against any third party involving a Covered Infringement until Penwest has informed Mylan of its intention pursuant losses in which case Braeburn’s consent to the previous sentenceterms of such license shall be required, such consent not to be unreasonably withheld, conditioned or delayed. If Camurus succeeds in any such proceedings, whether at trial or by way of settlement, the proceeds of any award or damages or settlement in respect of such proceedings shall first be applied (a) to reimburse Camurus an amount equal to Camurus’ costs of taking the proceedings, (b) to reimburse Braeburn an amount equal Braeburn’s costs of assisting Camurus with the proceedings, and (c) the remainder being retained by Camurus, less [***] thereof, which amount shall be paid to Braeburn. 8.3 If Penwest notifies Mylan that it intends to institute suit against a third party with respect to a Covered Infringement(c) Where an infringement of Camurus Product IP, and Mylan does Braeburn Product IP or Joint IP by an Infringing Activity occurs in one or more countries in the Camurus Territory, then Camurus shall have the first right to, but shall not agree to join in such suit as provided in Section , Penwest may bring such suit on its own and shall in such event bear all costs of, and shall exercise all control over, such suit. Penwest maybe obliged to, at its own cost and expense enforce the same in accordance with the above Sections 7.8(b)(i) through (iii). (d) Where an infringement of the Camurus Platform IP by an Infringing Activity is occurring in one or more countries of the Territory, Camurus shall have the right to, but shall not be obliged to, at its own cost and expense to enforce the same. Braeburn shall, at Camurus’ cost and expense, bring provide all necessary assistance to Camurus in relation to any such action proceeding. Camurus shall have the sole right to settle such proceedings, provided that such settlement does not include a license under the Camurus Platform IP or causes Braeburn to incur any losses in which case Braeburn’s consent to the terms of such license shall be required, such consent not to be unreasonably withheld, conditioned or delayed. If Camurus CERTAIN CONFIDENTIAL PORTIONS OF THIS EXHIBIT WERE OMITTED AND REPLACED WITH “[***]”. A COMPLETE VERSION OF THIS EXHIBIT HAS BEEN FILED SEPARATELY WITH THE SECRETARY OF THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO AN APPLICATION REQUESTING CONFIDENTIAL TREATMENT PURSUANT TO RULE 24B-2 PROMULGATED UNDER THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED. succeeds in any such infringement proceedings whether at trial or by way of settlement and that relates to an Infringing Activity in the name of Mylan and/or cause Mylan to be joined in the suit as a plaintiff. Recoveries, if any, whether by judgment, award, decree or settlement, shall belong solely to Penwest. 8.4 If Penwest notifies Mylan that it desires to institute suit against such third party with respect to a Covered Infringement, and Mylan notifies Penwest within 30 days after receipt of such notice that Mylan desires to institute suit jointlyLicensed Territory, the suit shall be brought jointly in the names proceeds of both parties and all costs thereof shall be borne equally. Recoveries, if any, whether by judgment, award, decree or settlement, shall, after the reimbursement of each of Penwest and Mylan for its share of the joint costs in such action, be shared between Penwest and Mylan equally; provided however that, any portion of such net recoveries which constitutes the equivalent of, award or damages or payments settlement in lieu ofrespect of such infringement proceedings shall first be applied (i) to reimburse Camurus an amount equal to Camurus’ costs of taking the proceedings, a royalty measured by (ii) to reimburse Braeburn an amount equal to Braeburn’s costs of assisting Camurus with the defendant's Net Sales shall not be shared equallyproceedings, but and (iii) the remainder shall be shared between Penwest and Mylan retained by Camurus less [***] thereof, which amount shall be paid to Braeburn. If Camurus elects not to enforce the Camurus Platform IP in the Licensed Territory, then Braeburn shall have the option to do so in accordance with Section the following, subject to the prior written consent of Camurus. If Camurus gives such consent, then the following procedures shall apply in these circumstances: (i) Where Braeburn has requested and been granted approval by Camurus to commence proceedings in relation to Camurus Platform IP in the Licensed Territory, it shall be entitled to require Camurus to join Braeburn as if they were Mylan's Net Salesco-plaintiff. In such case, Camurus shall have the right to join as co-plaintiff. Camurus shall, at Braeburn’s cost and expense, provide all necessary assistance to Braeburn in relation to any such proceeding. If Camurus elects to be separately represented (which shall be at Camurus’ discretion), then such separate representation shall be at Camurus’ cost and expense. 8.5 (ii) If Penwest notifies Mylan that it does not intend to institute suit against Braeburn succeeds in any such third party with respect to a Covered Infringement, Mylan may institute suit on its own. Mylan shall bear all costs of, and shall exercise all control over, such suit. Recoveries, if any, infringement proceedings whether at trial or by judgment, award, decree or way of settlement, shall belong solely to Mylan; provided however that, after reimbursement the proceeds of Mylan for its costs in such action, any portion of such net recoveries which constitutes the equivalent of, award or damages or payments settlement in lieu ofrespect of such infringement proceedings shall first be applied (a) to reimburse Braeburn an amount equal to Braeburn’s costs of taking the proceedings, a royalty measured by (b) to reimburse Camurus an amount equal to Camurus’ costs of assisting Braeburn with the defendant's Net Sales proceedings, and (c) the remainder shall be shared between Penwest and Mylan in accordance with Section as if they were Mylan's Net Sales.retained by Braeburn less [***] thereof, which amount shall be paid to Camurus; 8.6 Should either Penwest (iii) Braeburn shall not enter into a settlement, consent judgment or Mylan commence a suit other voluntary final disposition of an action or claim or counterclaim under the provisions of this Section and thereafter elect to abandon 7.8 without the same, it shall give timely notice to the other party, who may, if it so desires, be joined as a plaintiff in the suit (or continue as such if it is already one) and continue prosecution prior written approval of such suit. The sharing of expenses and any recovery of such suit shall be as reasonably agreed between Penwest and MylanCamurus.

Infringement. 8.1 Penwest A. Licensee and CMCC shall each inform the other promptly inform Mylan in writing of any suspected alleged infringement by a third party of the Patent Rights in the Field of Use and of any available evidence thereof. B. During the Term of this Agreement, CMCC shall have the first right, but shall not be obligated, to prosecute any infringement of the Patent Rights. In the event that CMCC desires to exercise its right to prosecute such infringement, it shall provide written notice thereof to Licensee, and Licensee shall have thirty (30) days from receipt of such notice from CMCC to notify CMCC of its election to join in the action brought by CMCC. 1. If Licensee does not elect to join an action brought by CMCC pursuant to this Article VII, Section B within the 30-day period described above, and is not required to join such action, the total cost of any such infringement action commenced or defended solely by CMCC shall be borne by CMCC and CMCC shall be entitled to retain all recovery of damages from such action. CMCC shall control such action using counsel selected by CMCC. 2. If Licensee does not elect to join an action brought by CMCC pursuant to this Article VII, Section B within the 30-day period described above, but is required to join such action, then each Party shall bear its own costs and expenses of such action, and CMCC shall control such action subject to Licensee’s reasonable input using counsel selected by CMCC. Any recovery of damages by the Parties for such action shall be applied first in satisfaction of any expenses and legal fees of CMCC and Licensee relating to such suit. The balance remaining from any such recovery shall be split [***] percent ([***]%) to Licensee and [***] percent ([***]%) to CMCC. For clarity, no payments under Article IV shall be owed by Licensee with respect to any recovery of damages retained by Licensee pursuant to this Section. 3. If Licensee does elect to join an action brought by CMCC pursuant to this Article VIII, Section B within the 30-day period described above, then the total cost of any such action shall be borne by Licensee, Licensee shall control such action subject to CMCC’s reasonable input using counsel selected by Licensee and reasonably acceptable to CMCC. If, however, Licensee fails to diligently and vigorously pursue the prosecution of such action, then CMCC may notify Licensee in writing specifying in reasonable detail the nature of such failure, and if Licensee does not cure such failure within a timely period (not to exceed ninety (90) days), then CMCC may elect by written notice to control such action thereafter or until such time as Licensee is able to show, to CMCC’s reasonable discretion, that Licensee is then able to pursue such action diligently and vigorously. Any recovery of damages by the Parties for such suit or any settlement shall be applied first in satisfaction of any expenses and legal fees of CMCC and Licensee relating to such suit. The balance remaining from any such recovery shall be split [***] percent ([***]%) to Licensee and [***] percent ([***]%) to CMCC. For clarity, no payments under Article IV shall be owed by Licensee with respect to any recovery of damages retained by Licensee pursuant to this Section. 4. Notwithstanding the foregoing or the remainder of this Article VII, at any time either Party, due to potential conflicts of interest, may elect to join an action brought by the other under this Article VII, and to do so independently, at its own cost, with its own counsel, and which counsel shall be subject solely to its own control, provided that the Party in control of such action under this Article VII shall remain in control of such action and such other Party shall have the right to participate as provided in this paragraph. C. If within ninety (90) days after having been notified of any alleged infringement, CMCC shall have been unsuccessful in persuading the alleged infringer to desist and shall not * Confidential Information, indicated by [***], has been omitted from this filing and filed separately with the Securities and Exchange Commission have brought and shall not be diligently prosecuting an infringement action, or if CMCC shall notify Licensee of its intention not to bring suit against any alleged infringer then, Licensee shall have the right, but shall not be obligated, to prosecute at its own expense any infringement of the Patent Rights, provided, however, that such right to bring such an infringement action shall remain in effect only for so long as the license granted hereunder remains exclusive with respect to such infringement. Licensee shall control such action subject to CMCC’s reasonable input using counsel selected by Licensee. No settlement, consent judgment or other voluntary final disposition of the suit may be entered into without the consent of CMCC, which consent shall not be unreasonably withheld or delayed. Licensee shall indemnify CMCC against any order for costs that may be made against CMCC in such proceedings. D. In the event Licensee shall undertake the enforcement and/or defense of the Patent Rights pursuant to Paragraph C above, any recovery of damages by Licensee for such suit or by settlement shall be applied first in satisfaction of any unreimbursed expenses and legal fees of CMCC and Licensee relating to such suit. The balance remaining from any such recovery shall be split [***] percent ([***]%) to Licensee and [***] percent ([***]%) to CMCC. For clarity, no payments under Article IV shall be owed by Licensee with respect to any recovery of damages retained by Licensee pursuant to this Section. E. In the event that a declaratory judgment action alleging invalidity or non-infringement of any of the Penwest Patents or Patent Rights shall be brought against Licensee, CMCC, at its option, shall have the infringement or misappropriation right, within thirty (30) days after commencement of such action, to intervene and participate in the defense of the TIMERx Production Technology by action at its own expense. In the event that a third party, to the extent such infringement involves the manufacture, use declaratory judgment action alleging invalidity or sale of the Designated Product in the Territory ("Covered Infringement"). Mylan shall promptly inform Penwest of any suspected non-infringement of any of the Penwest Patents or infringement or misappropriation of the TIMERx Production TechnologyPatent Rights shall be brought against CMCC, whether or not the same involves a Covered Infringement. 8.2 If the suspected infringement or misappropriation does not involve a Covered Infringement, Penwest may take, or refrain from taking, any action it chooses, with or without notice to Mylan, and Mylan shall have no right to take any action with respect to such suspected infringement or misappropriation, nor to any recoveries with respect thereto. If the suspected infringement or misappropriation involves a Covered Infringement, Penwest shall, within 30 days of the first notice referred to in Section , inform Mylan whether or not Penwest intends to institute suit against such third party with respect to a Covered Infringement. Mylan will not take any steps toward instituting suit against any third party involving a Covered Infringement until Penwest has informed Mylan of its intention pursuant to the previous sentence. 8.3 If Penwest notifies Mylan that it intends to institute suit against a third party with respect to a Covered Infringement, and Mylan does not agree to join in such suit as provided in Section , Penwest may bring such suit on its own and shall in such event bear all costs of, and shall exercise all control over, such suit. Penwest mayLicensee, at its expense, bring such action in the name of Mylan and/or cause Mylan to be joined in the suit as a plaintiff. Recoveries, if any, whether by judgment, award, decree or settlementoption, shall belong solely to Penwest. 8.4 If Penwest notifies Mylan that it desires to institute suit against such third party with respect to a Covered Infringementhave the right, and Mylan notifies Penwest within 30 thirty (30) days after receipt commencement of such notice that Mylan desires to institute suit jointly, the suit shall be brought jointly in the names of both parties and all costs thereof shall be borne equally. Recoveries, if any, whether by judgment, award, decree or settlement, shall, after the reimbursement of each of Penwest and Mylan for its share of the joint costs in such action, be shared between Penwest to intervene and Mylan equally; provided however thatparticipate in the defense of the action at its own expense. F. In any infringement suit which either party may institute or join to enforce the Patent Rights pursuant to this Agreement, the other party hereto shall cooperate in all reasonable respects (including without limitation joining any portion such suit or any other action * Confidential Information, indicated by [***], has been omitted from this filing and filed separately with the Securities and Exchange Commission or proceeding described above at the reasonable request of the other party or if required by law to initiate or maintain same), and, to the extent reasonably possible, have its employees testify when requested and make available relevant records, papers, information, samples, specimens, and the like. G. Licensee shall have the sole right subject to the terms and conditions hereof to sublicense any alleged infringer for future use of the Patent Rights to the extent licensed by this Agreement. Any upfront fees paid to Licensee as part of such net recoveries which constitutes the equivalent of, or damages or payments in lieu of, a royalty measured by the defendant's Net Sales shall not be shared equally, but sublicense shall be shared between Penwest Licensee and Mylan in accordance with Section CMCC as if they were Mylan's Net SalesNon-Royalty Sublicensing Income. 8.5 If Penwest notifies Mylan that it does not intend to institute suit against such third party with respect to a Covered Infringement, Mylan may institute suit on its own. Mylan shall bear all costs of, and shall exercise all control over, such suit. Recoveries, if any, whether by judgment, award, decree or settlement, shall belong solely to Mylan; provided however that, after reimbursement of Mylan for its costs in such action, any portion of such net recoveries which constitutes the equivalent of, or damages or payments in lieu of, a royalty measured by the defendant's Net Sales shall be shared between Penwest and Mylan in accordance with Section as if they were Mylan's Net Sales. 8.6 Should either Penwest or Mylan commence a suit under the provisions of this Section and thereafter elect to abandon the same, it shall give timely notice to the other party, who may, if it so desires, be joined as a plaintiff in the suit (or continue as such if it is already one) and continue prosecution of such suit. The sharing of expenses and any recovery of such suit shall be as reasonably agreed between Penwest and Mylan.

Infringement. 8.1 Penwest shall 10.01 Alba and Company agree to notify each other promptly inform Mylan of each infringement or possible infringement of the Patent Rights of which either party becomes aware. 10.02 Company may (a) bring suit in its own name, at its own expense, and on its own behalf for infringement of presumably valid claims in the Patent Rights licensed to Company; (b) in any such suit, enjoin infringement and collect for its use damages, profits, and awards of whatever nature recoverable for such infringement; and (c) settle any claim or suit for infringement of the Patent Rights. Company may not compel Alba to initiate or join in any such suit for patent infringement. Company may request Alba to initiate or join in any such suit if necessary to avoid dismissal of the suit. If Alba is made a party to any such suit, Company will reimburse and indemnify Alba for any costs, expenses, or fees which Alba incurs as a result of its joinder. In all cases, Company agrees to keep Alba reasonably apprised of the status and progress of any suspected litigation. 10.03 If an infringement action or a declaratory judgment action alleging invalidity or non-infringement of any of the Penwest Patents Patent Rights is brought against Company or raised by way of counterclaim or affirmative defense in an infringement suit brought by Company under Section 10.02, Company may (a) defend the infringement or misappropriation of the TIMERx Production Technology by a third partysuit in its own name, to the extent such infringement involves the manufacture, use or sale of the Designated Product in the Territory ("Covered Infringement"). Mylan shall promptly inform Penwest of any suspected infringement of any of the Penwest Patents or infringement or misappropriation of the TIMERx Production Technology, whether or not the same involves a Covered Infringement. 8.2 If the suspected infringement or misappropriation does not involve a Covered Infringement, Penwest may take, or refrain from taking, any action it chooses, with or without notice to Mylanat its own expense, and Mylan shall have no right to take any action with respect to such suspected infringement or misappropriation, nor to any recoveries with respect thereto. If the suspected infringement or misappropriation involves a Covered Infringement, Penwest shall, within 30 days of the first notice referred to in Section , inform Mylan whether or not Penwest intends to institute suit against such third party with respect to a Covered Infringement. Mylan will not take any steps toward instituting suit against any third party involving a Covered Infringement until Penwest has informed Mylan of its intention pursuant to the previous sentence. 8.3 If Penwest notifies Mylan that it intends to institute suit against a third party with respect to a Covered Infringement, and Mylan does not agree to join in such suit as provided in Section , Penwest may bring such suit on its own behalf for presumably valid claims in the Patent Rights; (b) in any such suit, ultimately enjoin infringement and shall in such event bear all costs ofcollect for its use, damages, profits, and shall exercise all control overawards of whatever nature recoverable for such infringement; and (c) settle any claim or suit for damages or a declaratory judgment involving the Patent Rights, including the granting of further licenses on sublicenses, provided that Company does not admit Alba’s infringement or concede invalidation of any Patent Rights, without Alba’s prior written consent, respectively. Alba consent will not be unreasonably withheld. Company may not compel Alba to initiate or join in any such suit. Penwest mayCompany may request Alba to initiate or join in any such suit if necessary to avoid dismissal of the suit. If Alba is made a party to any such suit, at its expenseCompany will reimburse and indemnify Alba for any costs, bring such action in the name of Mylan and/or cause Mylan to be joined in the suit expenses, or fees which it incurs as a plaintiffresult of its joinder. RecoveriesIn all cases, if any, whether by judgment, award, decree or settlement, shall belong solely Company agrees to Penwestkeep Alba reasonably apprised of the status and progress of any litigation. 8.4 If Penwest notifies Mylan that it desires to institute suit against such third party with respect to a Covered Infringement10.04 Company will not settle any action described in Section 10.02 or 10.03 without first notifying Alba. In any action under Sections 10.02 or 10.03, the expenses of Company and Alba, including costs, fees, attorney fees, and Mylan notifies Penwest within 30 days after receipt of such notice that Mylan desires to institute suit jointlydisbursements, the suit shall will be brought jointly in the names of both parties and all costs thereof shall be borne equally. Recoveries, if any, whether paid by judgment, award, decree or settlement, shall, after the reimbursement of each of Penwest and Mylan for its share of the joint costs in such action, be shared between Penwest and Mylan equally; provided however that, any portion of such net recoveries which constitutes the equivalent of, or damages or payments in lieu of, a royalty measured by the defendant's Net Sales shall not be shared equally, but shall be shared between Penwest and Mylan in accordance with Section as if they were Mylan's Net SalesCompany. 8.5 If Penwest notifies Mylan that it does not intend 10.05 Alba will cooperate reasonably with Company in connection with any action under Sections 10.02 or 10.03. Alba agrees to institute suit against such third party with respect provide prompt access to a Covered Infringement, Mylan may institute suit on its own. Mylan shall bear all costs of, necessary documents and shall exercise all control over, such suit. Recoveries, if any, whether to render reasonable assistance in response to requests by judgment, award, decree or settlement, shall belong solely to Mylan; provided however that, after reimbursement of Mylan for its costs in such action, any portion of such net recoveries which constitutes the equivalent of, or damages or payments in lieu of, a royalty measured by the defendant's Net Sales shall be shared between Penwest and Mylan in accordance with Section as if they were Mylan's Net SalesCompany. 8.6 Should either Penwest or Mylan commence 10.06 Alba has a continuing right to intervene in a suit initiated by Company under Section 10.02 or in a declaratory judgment action involving the provisions of this Patent Rights brought against Company under Section and thereafter elect to abandon the same, it shall give timely notice to the other party, who may, if it so desires, be joined as a plaintiff in the suit (or continue as such if it is already one) and continue prosecution of such suit. The sharing of expenses and any recovery of such suit shall be as reasonably agreed between Penwest and Mylan10.

Infringement. 8.1 Penwest (a) Each party shall promptly inform Mylan report in writing to the other party during the term of this Agreement any known infringement or suspected infringement of any of the Penwest Patents Product, Cepheid Intellectual Property or the infringement or misappropriation of the TIMERx Production Technology Cepheid Products by a third partyparty of which it becomes aware, to and shall provide the extent such infringement involves the manufacture, use or sale of the Designated Product in the Territory ("Covered Infringement"). Mylan shall promptly inform Penwest of any suspected infringement of any of the Penwest Patents or other party with all available evidence supporting said infringement or misappropriation of the TIMERx Production Technology, whether or not the same involves a Covered Infringementsuspected infringement. 8.2 If (b) Except as provided in paragraph (d), the suspected Corporation shall have the right to initiate an infringement or misappropriation does not involve a Covered Infringement, Penwest may take, or refrain from taking, any action it chooses, with or without notice to Mylan, and Mylan shall have no right to take any action with respect to such suspected infringement or misappropriation, nor to any recoveries with respect thereto. If the suspected infringement or misappropriation involves a Covered Infringement, Penwest shall, within 30 days of the first notice referred to in Section , inform Mylan whether or not Penwest intends to institute suit against such third party with respect to a Covered Infringement. Mylan will not take any steps toward instituting other appropriate suit against any third party involving a Covered Infringement until Penwest who at any time has informed Mylan infringed, or is suspected of infringing, any Product, Cepheid Intellectual Property or Cepheid Products. The Corporation shall give Cepheid sufficient advance notice of its intention pursuant intent to file said suit and the previous sentence. 8.3 If Penwest notifies Mylan that it intends to institute suit against a third party with respect to a Covered Infringement, and Mylan does not agree to join in such suit as provided in Section , Penwest may bring such suit on its own and shall in such event bear all costs ofreasons therefor, and shall exercise all control over, such suit. Penwest may, at its expense, bring such action in the name of Mylan and/or cause Mylan provide Cepheid with an opportunity to be joined in the suit as a plaintiff. Recoveries, if any, whether by judgment, award, decree or settlement, shall belong solely to Penwest. 8.4 If Penwest notifies Mylan that it desires to institute suit against such third party with respect to a Covered Infringement, make suggestions and Mylan notifies Penwest within 30 days after receipt of such notice that Mylan desires to institute suit jointly, the suit shall be brought jointly in the names of both parties and all costs thereof shall be borne equally. Recoveries, if any, whether by judgment, award, decree or settlement, shall, after the reimbursement of each of Penwest and Mylan for its share of the joint costs in such action, be shared between Penwest and Mylan equally; provided however that, any portion of such net recoveries which constitutes the equivalent of, or damages or payments in lieu of, a royalty measured by the defendant's Net Sales shall not be shared equally, but shall be shared between Penwest and Mylan in accordance with Section as if they were Mylan's Net Sales. 8.5 If Penwest notifies Mylan that it does not intend to institute suit against such third party with respect to a Covered Infringement, Mylan may institute suit on its own. Mylan shall bear all costs of, and shall exercise all control over, such suit. Recoveries, if any, whether by judgment, award, decree or settlement, shall belong solely to Mylan; provided however that, after reimbursement of Mylan for its costs in such action, any portion of such net recoveries which constitutes the equivalent of, or damages or payments in lieu of, a royalty measured by the defendant's Net Sales shall be shared between Penwest and Mylan in accordance with Section as if they were Mylan's Net Sales. 8.6 Should either Penwest or Mylan commence a suit under the provisions of this Section and thereafter elect to abandon the same, it shall give timely notice to the other party, who may, if it so desires, be joined as a plaintiff in the suit (or continue as such if it is already one) and continue prosecution of comments regarding such suit. The sharing Corporation shall keep Cepheid properly informed, and shall from time to time consult with Cepheid, regarding the status of any such suit. (c) The Corporation shall have the sole and exclusive right to select counsel for any suit referred to in paragraph (b) and shall pay all expenses of the suit, including without limitation attorney's fees and court costs. If necessary, Cepheid shall join as a party to the suit but shall be under no obligation to participate except to the extent that such participation is required as the result of being a named party to the suit. Cepheid shall offer reasonable assistance to the Corporation in connection therewith at no charge to the Corporation except for reimbursement of reasonable out-of-pocket expenses (not including salaries of Cepheid personnel) incurred in rendering such assistance. Cepheid shall have the right to participate and be represented in any recovery of such suit by its own counsel at its own expense. The Corporation shall not settle any such suit involving rights of IDI without obtaining the prior written consent of Cepheid, which consent shall not be unreasonably. (d) In the event that the Corporation elects not to initiate an infringement or other appropriate suit pursuant to paragraph (b), the Corporation shall promptly advise Cepheid of its intent not to initiate such suit, and Cepheid shall have the right, at the expense of Cepheid, of initiating an infringement or other appropriate suit against any third party who at any time has infringed, or is suspected of infringing, any Product, Cepheid Intellectual Property or Cepheid Products. In exercising its rights pursuant to this paragraph (d), Cepheid shall have the sole and exclusive right to select counsel and shall pay all expenses of the suit, including without limitation, attorney's fees and court costs, and shall be entitled to receive and retain any damages, royalties, settlement fees or other consideration. If necessary, the Corporation shall join as reasonably agreed between Penwest a party to the suit but shall be under no obligation to participate except to the extent that such participation is required as a result of being a named party of the suit. At Cepheid's request, the Corporation shall offer reasonable assistance to Cepheid at no charge to Cepheid except for reimbursement of reasonable out-of-pocket expenses (not including salaries of the Corporation personnel) incurred in rendering such assistance. The Corporation shall have the right to participate and Mylanbe represented in any such suit by its own counsel at its own expense.

Infringement. 8.1 Penwest 15.1 The REPRESENTATIVE and ARKEMA shall promptly inform Mylan keep each other fully and rapidly informed with respect of any suspected third party infringement in relation to PATENTS of which they may become aware and/or of any infringement claims or actions which may be taken against them in respect of the PATENTS. 15.2 Should there be a third party infringement of the PATENTS in the FIELD, the CO- OWNERS may at their sole expense undertake a legal action against the infringing party with the understanding that any compensation and damages awarded therefore are fly and irrevocably granted to them. The foregoing shall not prevent ARKEMA from intervening in any such action at its sole expense in compensation for its own prejudice. Any indemnification or damages which may be awarded by a court decision for said prejudice will belong entirely to ARKEMA, subject to the SUBLICENSE REVENUES definition. 15.3 As an exclusive licensee under the PATENTS for the PRODUCTS 1 and in the FIELD only, ARKEMA is not entitled to undertake legal action against an infringing party based on the PATENTS’ infringement. Should the CO-OWNERS decide not to undertake such legal action against the infringing party and provided that ▇▇▇▇▇▇ has expressed its wish to do so, the REPRESENTATIVE may, if it wishes so and subject to the rights already granted to third parties under the PATENTS and in the TERRITORY, authorize ARKEMA to undertake such action at its own initiative and in its sole name. For the avoidance of doubt, nothing in the present Article shall be deemed as obliging any CO-OWNER to authorize ARKEMA to undertake said legal action. In such event, any legal costs and any damages awarded by a court decision in relation with PATENTS infringement shall belong entirely to ARKEMA, subject to the SUBLICENSE REVENUES definition. These provisions will apply, subject to mandatory legal provisions applicable in the country where the infringement has occurred. Should an action in infringement be declared inadmissible owing ARKEMA not having the capacity to act, or if it can reasonably be anticipated that an action which ▇▇▇▇▇▇ proposes to bring is declared inadmissible for that reason, the CO-OWNERS shall provide, upon ▇▇▇▇▇▇’▇ written request, all powers which might be necessary to act instead of the CO-OWNERS. In such event, any legal costs and any damages awarded by a court decision in relation with PATENTS infringement shall belong entirely to ARKEMA subject to the SUBLICENSING REVENUES definition. It is specified that the provisions of this Article 15.3 will not apply to cases of infringement of the PATENTS outside the FIELD and TERRITORY, which fall solely within the competence of the CO-OWNERS or any third party designated by them. Should (i) the CO-OWNERS decide not to undertake a legal action against an infringing party and (ii) ARKEMA be not authorized by the CO-OWNERS or be entitled under the law of the country where the potential infringement occurs to bring a legal action based on the PATENTS’ infringement, paragraphs (i) and (ii) above being cumulative, the PARTIES will define in good faith a reduced royalty rate applicable on the NET SALES in the said country. 15.4 Should any infringement suit be brought against ARKEMA, its AFFILIATES, its SUBLICENSEES and/or its DISTRIBUTORS with respect to the commercial exploitation of PRODUCTS due to the use of the PATENTS and/or the implementation of the PATENTS in the FIELD, the CO-OWNERS shall provide ARKEMA with the documents and reasonable assistance which may be required for its defense and/or defense of its AFFILIATES, its SUBLICENSEES and/or its DISTRIBUTORS, but subject to compliance with the interests of all licensees of the PATENTS. If such an action for infringement is found to be admissible, ARKEMA will hold the CO-OWNERS harmless; in accordance with the provisions of Article 11, ARKEMA will not be permitted to call any guarantee and cannot claim any compensation from the CO-OWNERS, and ARKEMA cannot claim any refund of amounts of any kind already paid to the REPRESENTATIVE, nor any reduction in amounts due at the time of the final court decision. In the event of cancellation of any of the Penwest Patents or the infringement or misappropriation of the TIMERx Production Technology by a third partyPATENTS, to the extent such infringement involves the manufacture, use or sale of the Designated Product in the Territory ("Covered Infringement"). Mylan shall promptly inform Penwest of any suspected infringement of any of the Penwest Patents or infringement or misappropriation of the TIMERx Production Technology, whether or not the same involves a Covered Infringement. 8.2 If the suspected infringement or misappropriation does not involve a Covered Infringement, Penwest may take, or refrain from taking, any action it chooses, with or without notice to Mylan, and Mylan shall have no right to take any action with respect to such suspected infringement or misappropriation, nor to any recoveries with respect thereto. If the suspected infringement or misappropriation involves a Covered Infringement, Penwest shall, within 30 days of the first notice referred to in Section , inform Mylan whether or not Penwest intends to institute suit against such third party with respect to a Covered Infringement. Mylan will not take any steps toward instituting suit against any third party involving a Covered Infringement until Penwest has informed Mylan of its intention pursuant to the previous sentence. 8.3 If Penwest notifies Mylan that it intends to institute suit against a third party with respect to a Covered Infringement, and Mylan does not agree to join in such suit as provided in Section , Penwest may bring such suit on its own and shall in such event bear all costs of, and shall exercise all control over, such suit. Penwest may, at its expense, bring such action in the name of Mylan and/or cause Mylan to be joined in the suit as a plaintiff. Recoveries, if any, whether by judgment, award, decree or settlement, shall belong solely to Penwest. 8.4 If Penwest notifies Mylan that it desires to institute suit against such third party with respect to a Covered Infringement, and Mylan notifies Penwest within 30 days after receipt of such notice that Mylan desires to institute suit jointly, the suit shall be brought jointly in the names of both parties and all costs thereof shall be borne equally. Recoveries, if any, whether by judgment, award, decree or settlement, shall, after the reimbursement of each of Penwest and Mylan for its share of the joint costs in such action, be shared between Penwest and Mylan equally; provided however that, any portion of such net recoveries which constitutes the equivalent of, or damages or payments in lieu of, a royalty measured by the defendant's Net Sales shall not be shared equally, but shall be shared between Penwest and Mylan in accordance with Section as if they were Mylan's Net Sales. 8.5 If Penwest notifies Mylan that it does not intend to institute suit against such third party with respect to a Covered Infringement, Mylan may institute suit on its own. Mylan shall bear all costs of, and shall exercise all control over, such suit. Recoveries, if any, whether by judgment, award, decree or settlement, shall belong solely to Mylan; provided however that, after reimbursement of Mylan for its costs in such action, any portion of such net recoveries which constitutes the equivalent of, or damages or payments in lieu of, a royalty measured by the defendant's Net Sales shall be shared between Penwest and Mylan in accordance with Section as if they were Mylan's Net Sales. 8.6 Should either Penwest or Mylan commence a suit under the provisions of this Section Articles 11 and thereafter elect 12 will be applied, and no waivers may be permitted. 15.5 The PARTIES agree to abandon provide each other with any documents and assistance (except for financial assistance) which may be required for the sameabove mentioned actions. 15.6 Notwithstanding early termination or expiration of the present Agreement, it provisions of the present Article 15 shall give timely notice to remain in full effect as long as actions in infringement may be undertaken against or by ARKEMA, its AFFILIATES and/or its SUBLICENSEES on the other party, who may, if it so desires, be joined as a plaintiff in grounds of the suit (or continue as such if it is already one) and continue prosecution use of such suit. The sharing of expenses and any recovery of such suit shall be as reasonably agreed between Penwest and Mylanthe PATENTS.

Infringement. 8.1 Penwest shall UIRF and Licensee agree to promptly inform Mylan the other party in writing of any suspected infringement of the Patent Rights or Technical Information along with any available evidence of such infringement lawfully in the possession of Licensee or its Sublicensee(s). 7.5.1 Licensee has the first right to enforce the Patent Rights in its name in the Field of Use and Territory against infringers or otherwise act to eliminate infringement at its sole cost and expense, provided that the license is exclusive at the commencement of the Penwest Patents or action and remains exclusive throughout the infringement or misappropriation of action, and provided Licensee keeps UIRF fully informed with the TIMERx Production Technology by a third party, right and opportunity to advise and comment. Prior to commencing any such action an exclusive Licensee will give careful consideration to the extent such infringement involves views of UIRF and to the manufacture, use or sale of potential effects on the Designated Product public interest in the Territory ("Covered Infringement"). Mylan shall promptly inform Penwest of any suspected infringement of any of the Penwest Patents or infringement or misappropriation of the TIMERx Production Technology, making a decision whether or not to sue and, in the same involves case of the Sublicensee(s) not a Covered Infringementparty to such action, Licensee agrees to report UIRF’s views to the Sublicensee(s). UIRF will reasonably cooperate, at Licensee’s expense, in any such actions. Licensee shall act in good faith to preserve UIRF’s right, title and interest in and to the Patent Rights. Licensee shall pay to UIRF 50% of any recovery in such suit or settlement, net of all reasonable and documented out-of-pocket costs and expenses associated with such suit or settlement. 8.2 If the suspected infringement 7.5.2 Licensee is not permitted to settle or misappropriation does not involve agree to a Covered Infringement, Penwest may take, or refrain from taking, consent judgement in any action that would impose any material obligation on or make any admission of fault on behalf of UIRF, including compromising the Patent Rights, without UIRF’s express written consent, which it chooses, with or without notice may withhold. In the event that L▇▇▇▇▇▇▇ decides not to Mylan, and Mylan shall have no right to take any action with respect to such suspected infringement or misappropriation, nor to any recoveries with respect thereto. If enforce the suspected infringement or misappropriation involves a Covered Infringement, Penwest shall, within 30 days of the first notice referred to in Section , inform Mylan whether or not Penwest intends to institute suit against such third party with respect to a Covered Infringement. Mylan will not take any steps toward instituting suit against any third party involving a Covered Infringement until Penwest has informed Mylan of its intention pursuant to the previous sentence. 8.3 If Penwest notifies Mylan that it intends to institute suit Patent Rights against a third party with respect to a Covered Infringementinfringer, and Mylan does not agree to join in such suit as provided in Section , Penwest may bring such suit on its own and nothing herein shall in such event bear all costs of, and shall exercise all control over, such suit. Penwest may, at its expense, bring such action in the name of Mylan and/or cause Mylan to be joined in the suit as a plaintiff. Recoveries, if any, whether by judgment, award, decree or settlement, shall belong solely to Penwest. 8.4 If Penwest notifies Mylan prevent UIRF from requiring that it desires to institute suit against Licensee grant such third party with respect to infringer a Covered Infringement, and Mylan notifies Penwest within 30 days after receipt of sublicense permitting such notice that Mylan desires to institute suit jointly, the suit shall be brought jointly in the names of both parties and all costs thereof shall be borne equally. Recoveries, if any, whether by judgment, award, decree or settlement, shall, after the reimbursement of each of Penwest and Mylan for its share infringer of the joint costs Patent Rights to practice under the Patent Rights if such practice is allowed under a settlement arrangement entered into by UIRF in good faith with a third party infringer. 7.5.3 If Licensee elects to sue for infringement, U▇▇▇ agrees to be named as nominal third party plaintiff if necessary to the commencement of any such action, be shared between Penwest and Mylan equally; provided however that, further agrees to provide any portion of such net recoveries which constitutes the equivalent of, or damages or payments information available to UIRF and needed by Licensee in lieu of, a royalty measured by the defendant's Net Sales shall not be shared equally, but shall be shared between Penwest and Mylan in accordance with Section as if they were Mylan's Net Sales. 8.5 If Penwest notifies Mylan that it does not intend to institute suit against such third party with respect to a Covered Infringement, Mylan may institute suit on its own. Mylan shall bear all costs of, and shall exercise all control over, such suit. Recoveries, if any, whether by judgment, award, decree or settlement, shall belong solely to Mylan; provided however that, after reimbursement of Mylan for its costs in prosecuting such action, any portion of such net recoveries which constitutes the equivalent of, or damages or payments in lieu of, a royalty measured by the defendant's Net Sales shall be shared between Penwest and Mylan in accordance with Section as if they were Mylan's Net Sales. 8.6 Should either Penwest or Mylan commence a suit under the provisions of this Section and thereafter elect to abandon the same, it shall give timely notice to the other party, who may, if it so desires, be joined as a plaintiff in the suit (or continue as such if it is already one) and continue prosecution of such suit. The sharing of expenses and any recovery of such suit shall be as reasonably agreed between Penwest and Mylan.

Infringement. 8.1 Penwest LICENSEE or its sublicensee(s) has the right to prosecute in their own name and at their own expense any infringement of the PATENT RIGHTS, so long as the license is exclusive when the legal action is commenced. CSU agrees to notify LICENSEE promptly of each infringement of the PATENT RIGHTS of which CSU becomes aware. Before LICENSEE or its sublicensees commences an action for infringement, LICENSEE or sublicensee shall promptly inform Mylan notify CSU and carefully consider the views of CSU and the public interest. 8.2 CSU agrees to join, subject to the approval of the Ohio Attorney General, as a party plaintiff in any suspected lawsuit initiated by LICENSEE, if requested by LICENSEE, with all costs, attorney fees and expenses to be paid by LICENSEE. 8.3 If LICENSEE undertakes to enforce and/or defend the PATENT RIGHTS by litigation, LICENSEE may withhold up to fifty percent (50%) of the payments otherwise thereafter due during the course of such litigation to CSU under Article 3. LICENSEE may apply the amounts withheld to reimburse up to half of LICENSEE's litigation expenses, including reasonable attorneys’ fees. If LICENSEE recovers damages in the patent litigation, the award shall be applied first to satisfy CSU’s and LICENSEE’S unreimbursed expenses and legal fees for the litigation, and next to reimburse CSU for any payments under Article 3 which are past due or were withheld pursuant to this Article 8. The remaining balance shall be divided equally between LICENSEE and CSU. 8.4 No settlement, consent judgment or other voluntary final disposition of the suit may be entered into without CSU’s consent, which shall not be unreasonably withheld. 8.5 If LICENSEE and its sublicensee(s) elect not to exercise their right to prosecute or defend an infringement of the PATENT RIGHTS, CSU may do so at its own expense, controlling such action and retaining all recoveries. 8.6 If a declaratory judgment action alleging invalidity of any of the Penwest Patents PATENT RIGHTS is brought against LICENSEE or the infringement or misappropriation of the TIMERx Production Technology by a third partyCSU, to the extent such infringement involves the manufacture, use or sale of the Designated Product in the Territory ("Covered Infringement"). Mylan shall promptly inform Penwest of any suspected infringement of any of the Penwest Patents or infringement or misappropriation of the TIMERx Production Technology, whether or not the same involves a Covered Infringement. 8.2 If the suspected infringement or misappropriation does not involve a Covered Infringement, Penwest may take, or refrain from taking, any action it chooses, with or without notice to Mylan, and Mylan shall have no right to take any action with respect to such suspected infringement or misappropriation, nor to any recoveries with respect thereto. If the suspected infringement or misappropriation involves a Covered Infringement, Penwest shall, within 30 days of the first notice referred to in Section , inform Mylan whether or not Penwest intends to institute suit against such third party with respect to a Covered Infringement. Mylan will not take any steps toward instituting suit against any third party involving a Covered Infringement until Penwest has informed Mylan of its intention pursuant to the previous sentence. 8.3 If Penwest notifies Mylan that it intends to institute suit against a third party with respect to a Covered Infringement, and Mylan does not agree to join in such suit as provided in Section , Penwest may bring such suit on its own and shall in such event bear all costs of, and shall exercise all control over, such suit. Penwest maythen CSU, at its expensesole option, bring such action in has the name of Mylan and/or cause Mylan right to be joined in intervene and take over the suit as a plaintiff. Recoveries, if any, whether by judgment, award, decree or settlement, shall belong solely to Penwest. 8.4 If Penwest notifies Mylan that it desires to institute suit against such third party with respect to a Covered Infringement, and Mylan notifies Penwest within 30 days after receipt of such notice that Mylan desires to institute suit jointly, the suit shall be brought jointly in the names of both parties and all costs thereof shall be borne equally. Recoveries, if any, whether by judgment, award, decree or settlement, shall, after the reimbursement of each of Penwest and Mylan for its share defense of the joint costs in such action, be shared between Penwest and Mylan equally; provided however that, any portion of such net recoveries which constitutes the equivalent of, or damages or payments in lieu of, a royalty measured by the defendant's Net Sales shall not be shared equally, but shall be shared between Penwest and Mylan in accordance with Section as if they were Mylan's Net Salesaction at its own expense. 8.5 If Penwest notifies Mylan that it does not intend to institute suit against such third party with respect to a Covered Infringement, Mylan may institute suit on its own. Mylan shall bear all costs of, and shall exercise all control over, such suit. Recoveries, if any, whether by judgment, award, decree or settlement, shall belong solely to Mylan; provided however that, after reimbursement of Mylan for its costs in such action, any portion of such net recoveries which constitutes the equivalent of, or damages or payments in lieu of, a royalty measured by the defendant's Net Sales shall be shared between Penwest and Mylan in accordance with Section as if they were Mylan's Net Sales. 8.6 Should either Penwest or Mylan commence a suit under the provisions of this Section and thereafter elect to abandon the same, it shall give timely notice to the other party, who may, if it so desires, be joined as a plaintiff in the suit (or continue as such if it is already one) and continue prosecution of such suit. The sharing of expenses and any recovery of such suit shall be as reasonably agreed between Penwest and Mylan.

Infringement. 8.1 Penwest shall Each of Syntex and Biomatrix will promptly inform Mylan notify the other party in writing of any suspected infringement of a Patent or Trademark or unauthorized disclosure or use of any Confidential Information, of which it becomes aware in the Penwest Patents or Territory. Biomatrix shall have the infringement or misappropriation of the TIMERx Production Technology by a third party, exclusive right to the extent such infringement involves the manufacture, use or sale of the Designated Product take all legal action in the Territory ("Covered Infringement")it deems necessary or advisable to eliminate or minimize the consequences of such infringement of a Patent or Trademark in the Territory. Mylan For the purpose of taking any such legal action, Biomatrix shall have the right to use 38 -36- the name of Syntex as plaintiff, either solely or jointly in accordance with the applicable rules of procedure. Syntex shall promptly inform Penwest of furnish Biomatrix with whatever written authority may be required in order to enable Biomatrix to use Syntex's name in connection with any suspected infringement of any of the Penwest Patents or infringement or misappropriation of the TIMERx Production Technology, whether or not the same involves a Covered Infringement. 8.2 If the suspected infringement or misappropriation does not involve a Covered Infringement, Penwest may take, or refrain from taking, any action it chooses, with or without notice to Mylan, and Mylan shall have no right to take any action with respect to such suspected infringement or misappropriation, nor to any recoveries with respect thereto. If the suspected infringement or misappropriation involves a Covered Infringement, Penwest shall, within 30 days of the first notice referred to in Section , inform Mylan whether or not Penwest intends to institute suit against such third party with respect to a Covered Infringement. Mylan will not take any steps toward instituting suit against any third party involving a Covered Infringement until Penwest has informed Mylan of its intention pursuant to the previous sentence. 8.3 If Penwest notifies Mylan that it intends to institute suit against a third party with respect to a Covered Infringement, and Mylan does not agree to join in such suit as provided in Section , Penwest may bring such suit on its own and shall in such event bear all costs oflegal action, and shall exercise all control over, such suit. Penwest may, at its expense, bring such action otherwise cooperate fully and promptly with Biomatrix in the name of Mylan and/or cause Mylan to be joined in the suit as a plaintiff. Recoveries, if any, whether by judgment, award, decree or settlement, shall belong solely to Penwest. 8.4 If Penwest notifies Mylan that it desires to institute suit against such third party connection with respect to a Covered Infringement, and Mylan notifies Penwest within 30 days after receipt of such notice that Mylan desires to institute suit jointly, the suit shall be brought jointly in the names of both parties and all costs thereof shall be borne equally. Recoveries, if any, whether by judgment, award, decree or settlement, shall, after the reimbursement of each of Penwest and Mylan for its share of the joint costs in any such action, be shared between Penwest and Mylan equally; provided however that, that Biomatrix shall promptly reimburse Syntex's direct out-of-pocket expenses incurred in connection therewith. All proceeds realized upon any portion judgment or settlement regarding such action (net of such net recoveries which constitutes the equivalent all direct out-of, or damages or payments in lieu of, a royalty measured by the defendant's Net Sales shall not be shared equally, but -pocket expenses relating thereto) shall be shared between Penwest and Mylan * Notwithstanding the foregoing, if Biomatrix (i) notifies Syntex in accordance with Section as if they were Mylan's Net Sales. 8.5 If Penwest notifies Mylan writing that it does not intend to institute suit against exercise its rights to take legal action in the Territory to eliminate or minimize the consequences of an infringement of a Patent or Trademark in the Territory or (ii) fails to commence such third party with respect to a Covered Infringement, Mylan may institute suit on its own. Mylan shall bear all costs of, and shall exercise all control over, such suit. Recoveries, if any, whether by judgment, award, decree or settlement, shall belong solely to Mylan; provided however that, after reimbursement of Mylan for its costs in such action, any portion of such net recoveries which constitutes the equivalent of, or damages or payments in lieu of, a royalty measured by the defendantaction * following either party's Net Sales shall be shared between Penwest and Mylan in accordance with Section as if they were Mylan's Net Sales. 8.6 Should either Penwest or Mylan commence a suit under the provisions of this Section and thereafter elect to abandon the same, it shall give timely notice notification to the other party, who may, if it so desires, be joined as a plaintiff in the suit (or continue as such if it is already one) and continue prosecution party of such suit. The sharing of expenses and any recovery of such suit infringement, then Syntex shall be entitled, at its own cost and expense, to take such legal action, and Biomatrix shall cooperate with Syntex in connection therewith to the same extent and upon the same terms as reasonably agreed between Penwest and MylanSyntex is required to cooperate with Biomatrix when Biomatrix exercises its rights under this Section 14; provided, however, that Biomatrix shall be entitled to an amount equal to * of the amount (net of Syntex's direct out-of-pocket expenses in prosecuting such action) of any judgement award or settlement payable to Syntex.

Infringement. 8.1 Penwest pHoenix shall promptly inform Mylan undertake at pHoenix's own expense the defense of any suspected suit or action for infringement of pHoenix's patents or technology brought against RAICHEM, which suit or action results from the sale of any PRODUCTs, provided that RAICHEM shall have promptly advised pHoenix in writing of each notice or claim of infringement received by RAICHEM and of the Penwest Patents or the infringement or misappropriation commencement of the TIMERx Production Technology by a third party, to the extent suit or action. pHoenix shall hold RAICHEM harmless from damages or other sums which may be assessed or may become payable under any final decree or judgment in any such infringement involves the manufacture, use suit or sale action or under any settlement thereof. pHoenix shall have sole charge and direction of the Designated Product in the Territory ("Covered Infringement"). Mylan shall promptly inform Penwest defense of any suspected infringement of any of the Penwest Patents or infringement or misappropriation of the TIMERx Production Technology, whether or not the same involves a Covered Infringement. 8.2 If the suspected infringement or misappropriation does not involve a Covered Infringement, Penwest may take, or refrain from taking, any action it chooses, with or without notice to Mylan, and Mylan shall have no right to take any action with respect to such suspected infringement or misappropriation, nor to any recoveries with respect thereto. If the suspected infringement or misappropriation involves a Covered Infringement, Penwest shall, within 30 days of the first notice referred to in Section , inform Mylan whether or not Penwest intends to institute suit against such third party with respect to a Covered Infringement. Mylan will not take any steps toward instituting suit against any third party involving a Covered Infringement until Penwest has informed Mylan of its intention pursuant to the previous sentence. 8.3 If Penwest notifies Mylan that it intends to institute suit against a third party with respect to a Covered Infringement, and Mylan does not agree to join in such suit as provided in Section , Penwest may bring or action and of all negotiations for such suit on its own and shall in such event bear all costs of, and shall exercise all control over, such suit. Penwest may, at its expense, bring such action in the name of Mylan and/or cause Mylan to be joined in the suit as a plaintiff. Recoveries, if any, whether by judgment, award, decree or settlement, shall belong solely to Penwest. 8.4 If Penwest notifies Mylan that it desires to institute suit against such third party with respect to a Covered Infringement, and Mylan notifies Penwest within 30 days after receipt of such notice that Mylan desires to institute suit jointly, the suit shall be brought jointly in the names of both parties and all costs thereof shall be borne equally. Recoveries, if any, whether by judgment, award, decree or settlement, shall, after the reimbursement of each of Penwest and Mylan for its share of the joint costs in such action, be shared between Penwest and Mylan equally; provided however that, any portion of such net recoveries which constitutes the equivalent of, or damages or payments in lieu of, a royalty measured by the defendant's Net Sales shall not be shared equally, but shall use commercial reasonableness and shall consult with RAICHEM with regard to the defense or settlement of any such suit or action. RAICHEM shall be shared between Penwest obligated to render all reasonable assistance which may be required by pHoenix at pHoenix's expense. RAICHEM may retain counsel of its own selection and Mylan at its own expense to advise and consult with pHoenix's counsel. pHoenix may not settle any suit or action without the consent of RAICHEM, if by such settlement RAICHEM is obligated to make any monetary payment, to part with any property or interest therein, to assume any obligation or to be subject to any injunction. The parties agree that if the PRODUCTs supplied by pHoenix are found to be infringing on a third-party patent, pHoenix will negotiate in accordance good faith with Section as if they were Mylan's Net Sales. 8.5 If Penwest notifies Mylan that it does not intend to institute suit against such the third party with respect to obtain a license to use the third party's technology and, if pHoenix fails to obtain such a license, or if pHoenix is subject to a Covered Infringementpermanent injunction, Mylan may institute suit on its own. Mylan then RAICHEM shall bear all costs ofhave the right to either terminate this Agreement by giving written notice of termination to pHoenix, and shall exercise return for full credit all control over, such suit. Recoveries, if any, whether by judgment, award, decree or settlement, shall belong solely to Mylan; provided however that, after reimbursement of Mylan for its costs in such action, any portion of such net recoveries which constitutes the equivalent ofinventory on hand, or damages or payments negotiate with the infringed party for such a license. pHoenix's indemnification resulting from any infringement on third party patent shall exclude RAICHEM's costs involved in lieu of, negotiation with any infringed party for such a royalty measured by the defendant's Net Sales shall be shared between Penwest and Mylan in accordance with Section as if they were Mylan's Net Saleslicense. 8.6 Should either Penwest or Mylan commence a suit under the provisions of this Section and thereafter elect to abandon the same, it shall give timely notice to the other party, who may, if it so desires, be joined as a plaintiff in the suit (or continue as such if it is already one) and continue prosecution of such suit. The sharing of expenses and any recovery of such suit shall be as reasonably agreed between Penwest and Mylan.

Infringement. 8.1 Penwest shall 11.1 Each party will promptly inform Mylan the other in writing of any suspected alleged infringement by a third party or other unauthorized party of any of the patents comprising the Licensed Patents, and provide such other party with any available evidence of infringement. Chondrial will not settle or compromise any claim or action, including without limitation any declaratory judgment action alleging invalidity or noninfringement of any of the Licensed Patents, in a manner that imposes any restrictions, limitations, responsibilities or obligations on IURTC and/or IU (as appropriate) without IURTC’s express written consent, which will not be unreasonably withheld. 11.2 During the Term, Chondrial will have the first right, but not the obligation, to prosecute at its own expense any such infringements of the Licensed Patents and, in furtherance of such prosecution, Chondrial may join IURTC (as appropriate) as a party plaintiff in any such suit, without expense to IURTC. Similarly, during the Term, Chondrial will have the right to defend at its own expense any declaratory judgment action alleging invalidity or non-infringement of any of the Penwest Patents Licensed Patents, and, in furtherance thereof, Chondrial may join IURTC (as appropriate) as a party in any such suit, without expense to IURTC. The total cost of any such action commenced or defended solely by Chondrial will be borne by Chondrial. Any recovery of damages by Chondrial as a result of such action will be applied first in satisfaction of any reasonable unreimbursed expenses and attorneys’ fees of Chondrial relating to the action. The balance remaining from any such recovery will be distributed to Chondrial, provided that Chondrial will pay to IURTC such royalties as would otherwise be applicable under Section 3.1 hereof for that portion of Chondrial’s recovery attributable to lost sales, payments or revenues. 11.3 If, within One Hundred Eighty (180) days after having been notified in writing of any alleged infringement, Chondrial has been unsuccessful in persuading the alleged infringer to desist, or has not brought, or otherwise is not diligently prosecuting, an infringement action, or misappropriation if Chondrial notifies IURTC at any time prior thereto of its intention not to bring suit against any alleged infringer, then, and in those events only, IURTC will have the right, but not the obligation, to prosecute at its own expense any infringement of the TIMERx Production Technology by a third partyLicensed Patents. Settlement, to the extent such infringement involves the manufacture, use consent judgment or sale other voluntary final disposition of the Designated Product in suit may be entered into by IURTC without the Territory ("Covered Infringement"). Mylan shall promptly inform Penwest consent of Chondrial, provided, however that IURTC will not settle or compromise any suspected claim or action, including without limitation any declaratory judgment action alleging invalidity or non-infringement of any of the Penwest Patents Licensed Patents, in a manner that imposes any monetary obligations on Chondrial, without Chondrial’s express written consent. The total cost of any such infringement action commenced or defended solely by IURTC will be borne by IURTC, and IURTC will keep any recovery or damages, for past infringement or misappropriation otherwise, derived therefrom. 11.4 In any infringement suit brought or declaratory judgment action defended by either party to protect any of the TIMERx Production TechnologyLicensed Patents pursuant to this Agreement, whether or not the same involves a Covered Infringement. 8.2 If other party will, at the suspected infringement or misappropriation does not involve a Covered Infringement, Penwest may take, or refrain from taking, any action it chooses, with or without notice to Mylan, request and Mylan shall have no right to take any action with respect to such suspected infringement or misappropriation, nor to any recoveries with respect thereto. If the suspected infringement or misappropriation involves a Covered Infringement, Penwest shall, within 30 days expense of the first notice referred to party controlling such suit and at such party’s expense, cooperate in Section all respects and, inform Mylan whether or not Penwest intends to institute suit against such third party with respect to a Covered Infringement. Mylan will not take any steps toward instituting suit against any third party involving a Covered Infringement until Penwest has informed Mylan of its intention pursuant to the previous sentenceextent possible, have its employees testify when requested and make available relevant records, papers, information, samples, specimens and the like. 8.3 If Penwest notifies Mylan that it intends to institute suit against a third party with respect to a Covered Infringement, and Mylan does not agree to join in such suit as provided in Section , Penwest may bring such suit on its own and shall in such event bear all costs of, and shall exercise all control over, such suit. Penwest may, at its expense, bring such action in the name of Mylan and/or cause Mylan to be joined in the suit as a plaintiff. Recoveries, if any, whether by judgment, award, decree or settlement, shall belong solely to Penwest. 8.4 If Penwest notifies Mylan that it desires to institute suit against such third party with respect to a Covered Infringement, and Mylan notifies Penwest within 30 days after receipt of such notice that Mylan desires to institute suit jointly, the suit shall be brought jointly in the names of both parties and all costs thereof shall be borne equally. Recoveries, if any, whether by judgment, award, decree or settlement, shall, after the reimbursement of each of Penwest and Mylan for its share of the joint costs in such action, be shared between Penwest and Mylan equally; provided however that, any portion of such net recoveries which constitutes the equivalent of, or damages or payments in lieu of, a royalty measured by the defendant's Net Sales shall not be shared equally, but shall be shared between Penwest and Mylan in accordance with Section as if they were Mylan's Net Sales. 8.5 If Penwest notifies Mylan that it does not intend to institute suit against such third party with respect to a Covered Infringement, Mylan may institute suit on its own. Mylan shall bear all costs of, and shall exercise all control over, such suit. Recoveries, if any, whether by judgment, award, decree or settlement, shall belong solely to Mylan; provided however that, after reimbursement of Mylan for its costs in such action, any portion of such net recoveries which constitutes the equivalent of, or damages or payments in lieu of, a royalty measured by the defendant's Net Sales shall be shared between Penwest and Mylan in accordance with Section as if they were Mylan's Net Sales. 8.6 Should either Penwest or Mylan commence a suit under the provisions of this Section and thereafter elect to abandon the same, it shall give timely notice to the other party, who may, if it so desires, be joined as a plaintiff in the suit (or continue as such if it is already one) and continue prosecution of such suit. The sharing of expenses and any recovery of such suit shall be as reasonably agreed between Penwest and Mylan.

Infringement. 8.1 Penwest 9.1 Each party shall promptly inform Mylan the other of any suspected infringement of any of the Penwest Licensed Patents or the infringement or misappropriation of the TIMERx Production Salk Confidential Technology by a third party, to the extent such infringement involves the manufacture, use use, or sale of the Designated a Licensed Product in the Territory any applicable Exclusivity Period ("Covered Infringement"). Mylan shall promptly inform Penwest Each party will also exert reasonable efforts to notify the other party of any suspected infringement infringements of any of the Penwest Licensed Patents or infringement or misappropriation of the TIMERx Production Technology, whether or by a third party that do not the same involves involve a Covered Infringement. 8.2 9.2 If the a suspected infringement or misappropriation does not involve a Covered Infringement, Penwest Salk may take, or refrain from taking, any action it chooses, with or without notice to MylanAgritope, and Mylan Agritope shall have no right to take any action with respect to such suspected infringement or misappropriation, nor to any recoveries with respect thereto. Salk will exert reasonable efforts to keep Agritope informed of actions Salk may take as described in the preceding sentence. If the suspected infringement or misappropriation involves a Covered Infringement, Penwest Salk shall, within 30 days of the first notice referred to in Section 9.1, inform Mylan Agritope whether or not Penwest Salk intends to institute suit against such third party with respect to a Covered Infringement. Mylan Agritope will not take any steps toward instituting suit against any third party involving a Covered Infringement until Penwest Salk has informed Mylan Agritope of its intention pursuant to the previous sentence. 8.3 9.3 If Penwest Salk notifies Mylan Agritope that it intends to institute suit against a third party with respect to a Covered Infringement, and Mylan Agritope does not agree to join in such suit as provided in Section 9.4, Penwest Salk may bring such suit on its own and shall in such event bear all costs of, and shall exercise all control over, such suit. Penwest Salk may, at its expense, bring such action in the name of Mylan and/or cause Mylan Agritope to be joined in the suit as a plaintiff. Recoveries, if any, whether by judgment, award, decree or settlement, shall belong solely to PenwestSalk. 8.4 9.4 If Penwest Salk notifies Mylan Agritope that it desires to institute suit against such third party with respect to a Covered Infringement, and Mylan Agritope notifies Penwest Salk within 30 days after receipt of such notice that Mylan Agritope desires to institute suit jointly, the suit shall be brought jointly in the names of both parties and all costs thereof shall be borne equally. Recoveries, if any, whether by judgment, award, decree or settlement, shall, after the reimbursement of each of Penwest Salk and Mylan Agritope for its share of the joint costs in such action, be shared between Penwest Salk and Mylan equally; provided however that, any portion Agritope as the interests of such net recoveries which constitutes the equivalent of, or damages or payments in lieu of, a royalty measured parties were affected by the defendant's Net Sales shall not be shared equally, but shall be shared between Penwest and Mylan in accordance with Section as if they were Mylan's Net Salesinfringement. 8.5 If Penwest 9.5 If, as the parties expect, Salk notifies Mylan Agritope that it does not intend to institute suit against such third party with respect to a Covered InfringementInfringement (or fails to give any notice in this respect or to actually bring a suit against the third party), Mylan Agritope may institute suit on its own. Mylan Agritope shall bear all costs of, and shall exercise all control over, such suit. Recoveries, if any, whether by judgment, award, decree or settlement, shall belong solely to MylanAgritope; provided however thatprovided, after reimbursement however, that any amounts recovered in excess of Mylan for its costs in such action, any portion of such net recoveries which constitutes the equivalent of, or damages or payments in lieu of, a royalty measured by the defendant's Net Sales expenses shall be shared between Penwest and Mylan in accordance with subject to the payment of royalties under Section as if they were Mylan's Net Sales5.2.2. 8.6 9.6 Should either Penwest Salk or Mylan Agritope commence a suit under the provisions of this Section 9 and thereafter elect to abandon the same, it shall give timely notice to the other party, who may, if it so desires, be joined as a plaintiff in the suit (or continue as such if it is already one) and continue prosecution of such suit. The , provided, however, that the sharing of expenses and any recovery of such suit shall be as reasonably equitably agreed upon between Penwest Salk and MylanAgritope.

Infringement. 8.1 Penwest A. Licensee and CMCC shall each inform the other promptly inform Mylan in writing of any suspected alleged infringement by a third party of the Patent Rights in the Field of Use within the scope of this Agreement and of any available evidence thereof. B. During the Term of this Agreement, CMCC shall have the right, but shall not be obligated, to prosecute at its own expense any infringement of the Patent Rights and, in furtherance of such right, Licensee hereby agrees that CMCC may include Licensee as a party plaintiff in any such suit, without expense to Licensee. The total cost of any such infringement action commenced or defended solely by CMCC shall be borne by CMCC. CMCC shall keep any recovery or damages for past infringement derived therefrom. C. If within [**] after having been notified of any alleged infringement, CMCC shall have been unsuccessful in persuading the alleged infringer to desist and shall not have brought and shall not be diligently prosecuting an infringement action, or if CMCC shall notify Licensee of its intention not to bring suit against any alleged infringer then, Licensee shall have the right, but shall not be obligated, to prosecute at its own expense any infringement of the Patent Rights, provided, however, that such right to bring such an infringement action shall remain in effect only for so long as the license granted hereunder remains exclusive. No settlement, consent judgment or other voluntary final disposition of the suit may be entered into without the consent of CMCC, which consent shall not be unreasonably withheld. Licensee shall indemnify CMCC against any order for costs that may be made against CMCC in such proceedings. D. In the event Licensee shall undertake the enforcement and/or defense of the Patent Rights by litigation pursuant to paragraph C of this section, Licensee may withhold up to [**] percent ([**]%) of the payments otherwise thereafter due to CMCC under Article IV above and apply the same toward reimbursement of up to [**] percent ([**]%) of Licensee's expenses, including reasonable attorney's fees, in connection therewith. Any recovery of damages by Licensee for each such suit shall be applied first in satisfaction of any unreimbursed expenses and legal fees of CMCC and Licensee relating to such suit and next toward reimbursement of CMCC for any payments under Article IV past due or withheld and applied pursuant to this Article VII. The balance remaining from any such recovery shall be divided equally between Licensee and CMCC. E. In the event that a declaratory judgment action alleging invalidity or no infringement of any of the Penwest Patents or Patent Rights shall be brought against Licensee, CMCC, at its option, shall have the infringement or misappropriation right, within [**] days after commencement of such action, to intervene and participate in the defense of the TIMERx Production Technology by a third partyaction at its own expense. F. In any infringement suit which either party may institute to enforce the Patent Rights pursuant to this Agreement, the other party hereto shall cooperate in all reasonable respects and, to the extent such infringement involves reasonably possible, have its employees testify when requested and make available relevant records, papers, information, samples, specimens, and the manufacture, like. G. Licensee shall during the exclusive period of this Agreement have the sole right subject to the terms and conditions hereof to sublicense any alleged infringer for future use or sale of the Designated Product in the Territory ("Covered Infringement"). Mylan shall promptly inform Penwest of any suspected infringement of any of the Penwest Patents or infringement or misappropriation of the TIMERx Production Technology, whether or not the same involves a Covered Infringement. 8.2 If the suspected infringement or misappropriation does not involve a Covered Infringement, Penwest may take, or refrain from taking, any action it chooses, with or without notice to Mylan, and Mylan shall have no right to take any action with respect to such suspected infringement or misappropriation, nor to any recoveries with respect thereto. If the suspected infringement or misappropriation involves a Covered Infringement, Penwest shall, within 30 days of the first notice referred to in Section , inform Mylan whether or not Penwest intends to institute suit against such third party with respect to a Covered Infringement. Mylan will not take any steps toward instituting suit against any third party involving a Covered Infringement until Penwest has informed Mylan of its intention pursuant Patent Rights to the previous sentence. 8.3 If Penwest notifies Mylan that it intends extent licensed by this Agreement. Any upfront fees paid to institute suit against a third party with respect to a Covered Infringement, and Mylan does not agree to join in such suit Licensee as provided in Section , Penwest may bring such suit on its own and shall in such event bear all costs of, and shall exercise all control over, such suit. Penwest may, at its expense, bring such action in the name of Mylan and/or cause Mylan to be joined in the suit as a plaintiff. Recoveries, if any, whether by judgment, award, decree or settlement, shall belong solely to Penwest. 8.4 If Penwest notifies Mylan that it desires to institute suit against such third party with respect to a Covered Infringement, and Mylan notifies Penwest within 30 days after receipt part of such notice that Mylan desires to institute suit jointly, the suit shall be brought jointly in the names of both parties and all costs thereof shall be borne equally. Recoveries, if any, whether by judgment, award, decree or settlement, shall, after the reimbursement of each of Penwest and Mylan for its share of the joint costs in such action, be shared between Penwest and Mylan equally; provided however that, any portion of such net recoveries which constitutes the equivalent of, or damages or payments in lieu of, a royalty measured by the defendant's Net Sales shall not be shared equally, but sublicense shall be shared between Penwest Licensee and Mylan in accordance with Section CMCC as if they were Mylan's Net Salesreceivables under this Agreement. 8.5 If Penwest notifies Mylan that it does not intend to institute suit against such third party with respect to a Covered Infringement, Mylan may institute suit on its own. Mylan shall bear all costs of, and shall exercise all control over, such suit. Recoveries, if any, whether by judgment, award, decree or settlement, shall belong solely to Mylan; provided however that, after reimbursement of Mylan for its costs in such action, any portion of such net recoveries which constitutes the equivalent of, or damages or payments in lieu of, a royalty measured by the defendant's Net Sales shall be shared between Penwest and Mylan in accordance with Section as if they were Mylan's Net Sales. 8.6 Should either Penwest or Mylan commence a suit under the provisions of this Section and thereafter elect to abandon the same, it shall give timely notice to the other party, who may, if it so desires, be joined as a plaintiff in the suit (or continue as such if it is already one) and continue prosecution of such suit. The sharing of expenses and any recovery of such suit shall be as reasonably agreed between Penwest and Mylan.

Infringement. 8.1 Penwest 14.1 In the event that LICENSEE shall promptly inform Mylan learn of any suspected the infringement of any of the Penwest Patents or the infringement or misappropriation of the TIMERx Production Technology by a third partypatent licensed under this Agreement, to the extent such infringement involves the manufacture, use or sale of the Designated Product in the Territory ("Covered Infringement"). Mylan LICENSEE shall promptly inform Penwest of any suspected infringement of any of the Penwest Patents or infringement or misappropriation of the TIMERx Production Technology, whether or not the same involves a Covered Infringement. 8.2 If the suspected infringement or misappropriation does not involve a Covered Infringement, Penwest may take, or refrain from taking, any action it chooses, with or without notice to Mylan, and Mylan shall have no right to take any action with respect to such suspected infringement or misappropriation, nor to any recoveries with respect call LICENSOR’S attention thereto. LICENSEE shall use reasonable efforts to terminate such infringement. If the suspected infringement or misappropriation involves LICENSEE files a Covered Infringementlawsuit for patent infringement, Penwest shall, within 30 days of the first notice referred to in Section , inform Mylan whether or not Penwest intends to institute suit against such third party with respect to a Covered Infringement. Mylan will not take any steps toward instituting suit against any third party involving a Covered Infringement until Penwest has informed Mylan of its intention pursuant to the previous sentence. 8.3 If Penwest notifies Mylan that it intends to institute suit against a third party with respect to a Covered Infringement, and Mylan does not agree to join in such suit as provided in Section , Penwest may bring such suit on its own and LICENSOR shall in such event bear all costs of, and shall exercise all control over, such suit. Penwest may, at its expense, bring such action in the name of Mylan and/or cause Mylan to also be joined in the suit named as a plaintiff. RecoveriesIn the event LICENSEE fails to ▇▇▇▇▇ the infringing activity within [***], LICENSOR may itself, under its sole discretion, file a lawsuit for patent infringement, naming LICENSEE as nominal party plaintiff. 14.2 Each party agrees to cooperate with the other in litigation proceedings instituted hereunder but at the expense of the party on account of whom suit is brought. Such litigation shall be controlled by the party bringing the suit. A Party controlling litigation shall reimburse the other for any expenses it incurs in rendering assistance to the Party controlling the litigation. LICENSOR at its own expense, may be represented by counsel of its choice pursuant to LICENSOR’S determination in any suit brought by LICENSEE. 14.3 LICENSEE may withhold royalties payable to LICENSOR during the pendency of the suit and until said suit has been finally concluded. To the extent that LICENSEE does not recover attorney’s fees and other out-of-pocket costs as a result of such litigation, such withheld royalties may be applied to LICENSEE’S expenses (out-of-pocket and in-house) incurred in connection with such suit and the balance of such withheld royalties, if any, whether by judgment, award, decree or settlement, shall belong solely to Penwest. 8.4 If Penwest notifies Mylan that it desires to institute suit against such third party with respect to a Covered Infringement, and Mylan notifies Penwest within 30 days after receipt of such notice that Mylan desires to institute suit jointly, the suit shall be brought jointly in the names of both parties and all costs thereof shall be borne equally. Recoveries, if any, whether by judgment, award, decree or settlement, shall, after the reimbursement of each of Penwest and Mylan for its share paid to LICENSOR upon disposition of the joint costs in such actionsuit; provided, be shared between Penwest and Mylan equally; provided however thathowever, any portion of such net recoveries which constitutes the equivalent of, or damages or payments in lieu of, a royalty measured by the defendant's Net Sales shall not be shared equally, but shall be shared between Penwest and Mylan in accordance with Section as that if they were Mylan's Net Sales. 8.5 If Penwest notifies Mylan that it does not intend to institute suit against such third party with respect to a Covered Infringement, Mylan may institute suit on its own. Mylan shall bear all costs of, and shall exercise all control over, such suit. Recoveries, if any, whether by judgment, award, decree or settlement, shall belong solely to Mylan; provided however that, after reimbursement of Mylan for its costs in such action, any portion of such net recoveries which constitutes the equivalent of, or damages or payments in lieu of, a royalty measured by the defendant's Net Sales shall be shared between Penwest and Mylan in accordance with Section as if they were Mylan's Net Sales. 8.6 Should either Penwest or Mylan commence a suit under the provisions of this Section and thereafter elect to abandon the same, it shall give timely notice to the other party, who may, if it so desires, be joined as a plaintiff in the suit (or continue as such if it is already one) and continue prosecution result of such suit. The sharing , all claims of expenses and any recovery patents included within LICENSOR’S PATENT RIGHTS under which LICENSEE is selling a LICENSED PRODUCT shall be held invalid, LICENSEE may retain the balance of such suit withheld royalties which pertain to such LICENSED PRODUCT until such decision shall be as reasonably agreed between Penwest finally reversed by an unappealed or unappealable decree of a court of competent jurisdiction and Mylanof higher dignity.

Infringement. 8.1 Penwest 7.1 GTx shall inform UTRC and UTRC shall inform GTx, promptly inform Mylan in writing of any suspected alleged assertion and/or claim of infringement of the Licensed Patents by a Third Party and of any available evidence thereof. 7.2 GTx shall have the right, but shall not be obligated, to prosecute at its own expense all infringements of the Penwest Licensed Patents or the infringement or misappropriation and, in furtherance of the TIMERx Production Technology by such right, UTRC hereby agrees that GTx may include UTRC as a third partyparty plaintiff in any such suit, without expense to the extent UTRC. The total cost of any such infringement involves action commenced or defended by GTx shall be borne by GTx. After deduction of outstanding expenses, including attorneys fees of GTx, the manufacturebalance remaining from any such recovery shall be divided equally between GTx and UTRC until UTRC shall have recovered in full any royalty payments to which it would have been otherwise entitled to receive hereunder, use or sale of the Designated Product in the Territory ("Covered Infringement"). Mylan shall promptly inform Penwest of any suspected infringement of any of the Penwest Patents or infringement or misappropriation of the TIMERx Production Technology, whether or not the same involves a Covered Infringement. 8.2 If the suspected infringement or misappropriation does not involve a Covered Infringement, Penwest may take, or refrain from taking, any action it chooses, with or without notice to Mylanbut for such infringement, and Mylan shall have no right to take any action with respect to such suspected infringement or misappropriation, nor to any recoveries with respect thereto. If the suspected infringement or misappropriation involves a Covered Infringement, Penwest shall, within 30 days of the first notice referred to in Section , inform Mylan whether or not Penwest intends to institute suit against such third party with respect to a Covered Infringement. Mylan will not take any steps toward instituting suit against any third party involving a Covered Infringement until Penwest has informed Mylan of its intention pursuant to the previous sentence. 8.3 If Penwest notifies Mylan that it intends to institute suit against a third party with respect to a Covered Infringement, and Mylan does not agree to join in such suit as provided in Section , Penwest may bring such suit on its own and shall in such event bear all costs of, and shall exercise all control over, such suit. Penwest may, at its expense, bring such action in the name of Mylan and/or cause Mylan to be joined in the suit as a plaintiff. Recoveriesremaining balance, if any, whether shall be retained by judgment, award, decree or GTx. No settlement, consent, judgment or other voluntary dismissal of such suits may be entered into without the consent of UTRC, provided that such consent shall belong solely not be unreasonably withheld and that UTRC shall not condition such consent on an increase in payments to PenwestUTRC hereunder. 8.4 7.3 If Penwest notifies Mylan that it desires within six (6) months after having been notified of an alleged infringement, GTx has not brought or is not diligently prosecuting an infringement action, or if GTx has notified UTRC at any time prior thereto of its intention not to institute bring suit against such third party with respect to a Covered Infringementany alleged infringement of the Patents, then, and Mylan notifies Penwest within 30 days after receipt in those events only, UTRC shall have the right, but shall not be obligated, to prosecute at its own expense any infringement of the Licensed Patents, and UTRC may, for such purposes, use the name of GTx as party plaintiff No settlement, consent judgment or other voluntary final disposition of the suit may be entered into without the consent of GTx, which consent shall not unreasonably be withheld. After deduction of outstanding expenses of UTRC, including attorney fees and any expenses of GTx, including attorney fees incurred prior to UTRC's pursuit of such notice that Mylan desires to institute suit jointlyinfringement, the suit balance remaining from any such recovery shall be brought jointly divided equally between GTx and UTRC. 7.4 In the event that GTx undertakes the enforcement and/or defense of the Licensed Patents by litigation or an inter partes proceeding in the names United States or a foreign country against a Third Party, GTx may withhold up to [ * ] of both parties the payments otherwise thereafter due UTRC under Article 4 that are attributable to sales in the country where such litigation or inter partes proceeding takes place and all costs thereof shall be borne equally. Recoveries, if any, whether by judgment, award, decree or settlement, shall, after apply the same toward reimbursement of each up to half of Penwest and Mylan for its share of the joint costs GTx's expenses, including reasonable attorneys' fees, in such action, be shared between Penwest and Mylan equally; provided however that, connection therewith. GTx may not withhold any portion of such net recoveries which constitutes the equivalent of, payments due UTRC under Article 4 in the event that GTx undertakes the enforcement and/or defense of the Licensed Patents by litigation or damages an inter partes proceeding in the United States or payments in lieu ofa foreign country against an Affiliate, a royalty measured by the defendant's Net Sales shall not be shared equally, but shall be shared between Penwest and Mylan in accordance with Section as if they were Mylan's Net Sales. 8.5 If Penwest notifies Mylan that it does not intend to institute suit against such third party with respect to Joint Alliance Party or a Covered Infringement, Mylan may institute suit on its ownResidual Alliance Party. Mylan shall bear all costs of, and shall exercise all control over, such suit. Recoveries, if any, whether by judgment, award, decree or settlement, shall belong solely to Mylan; provided however that, after reimbursement of Mylan for its costs in such action, any portion of such net recoveries which constitutes the equivalent of, or damages or payments in lieu of, a royalty measured by the defendant's Net Sales shall be shared between Penwest and Mylan in accordance with Section as if they were Mylan's Net Sales. 8.6 Should either Penwest or Mylan commence a suit under the provisions of this Section and thereafter elect to abandon the same, it shall give timely notice to the other party, who may, if it so desires, be joined as a plaintiff in the suit (or continue as such if it is already one) and continue prosecution of such suit. The sharing of expenses and any Any recovery of damages by GTx for each such suit shall be as reasonably agreed between Penwest and Mylan.applied first in

Infringement. 8.1 Penwest shall promptly inform Mylan 13.1 The Parties agree to give each other prompt written notice of any suspected infringement or other similar action in or affecting the Territory by a Third Person of the AMIH Marks known to them. 13.2 In the event of such infringement or other similar action, LMGC has the obligation to protect any of the Penwest Patents or Non-Canadian Marks which LMGC has been using in the infringement or misappropriation of preceding 12 month period and the TIMERx Production Technology by a third party, to the extent such infringement involves the manufacture, use or sale of the Designated Product Canadian Marks in the Territory ("Covered Infringement"). Mylan shall promptly inform Penwest of any suspected infringement of any of the Penwest Patents or infringement or misappropriation of the TIMERx Production Technology, and may decide whether or not the same involves a Covered Infringement. 8.2 If the suspected infringement or misappropriation does not involve a Covered Infringement, Penwest may take, or refrain from taking, any action it choosesis necessary for such protection and what such action might be, with or without notice to Mylan, and Mylan shall have no taking into account the interests of both Parties. LMGC has the right to take any action with respect to such suspected infringement or misappropriation, nor to any recoveries with respect thereto. If the suspected infringement or misappropriation involves a Covered Infringement, Penwest shall, within 30 days of the first notice referred to act in Section , inform Mylan whether or not Penwest intends to institute suit against such third party with respect to a Covered Infringement. Mylan will not take any steps toward instituting suit against any third party involving a Covered Infringement until Penwest has informed Mylan of its intention pursuant to the previous sentence. 8.3 If Penwest notifies Mylan that it intends to institute suit against a third party with respect to a Covered Infringement, and Mylan does not agree to join in such suit as provided in Section , Penwest may bring such suit on its own and shall in such event bear all costs of, and shall exercise all control over, such suit. Penwest may, at its expense, bring such action name or if necessary in the name of Mylan and/or AMIH. For the term of this Agreement AMIH hereby LMGC a power of attorney in the form attached hereto as Schedule 3 to act on its behalf if any action in or out of court in connection with such actions is necessary. LMGC will select counsel, to which AMIH has no reasonable objection and AMIH will provide reasonable assistance, including by providing information, documents and things in response to discovery requests, by providing at mutually convenient times witnesses for discovery, depositions and trial testimony, and by permitting LMGC to cause Mylan AMIH to be joined in the suit named as a plaintiffparty plaintiff or co-plaintiff in any litigation. RecoveriesAll expenses, if anyincluding any expenses incurred by AMIH to provide such assistance, whether by judgment, award, decree or settlement, shall belong solely to Penwest. 8.4 If Penwest notifies Mylan that it desires to institute suit against such third party with respect to a Covered Infringement, and Mylan notifies Penwest within 30 days after receipt of such notice that Mylan desires to institute suit jointly, the suit shall be brought jointly in the names of both parties and all costs thereof shall be borne equallyby LMGC and LMGC shall be entitled to any amounts awarded to LMGC or AMIH. Recoveries, if any, whether by judgment, award, decree or settlement, shall, after the reimbursement of each of Penwest and Mylan for its share of the joint costs in such action, be shared between Penwest and Mylan equally; provided however that, LMGC shall not enter into any portion settlement of such net recoveries actions without the written consent of AMIH, which constitutes the equivalent of, or damages or payments in lieu of, a royalty measured by the defendant's Net Sales consent shall not be shared equallyunreasonably withheld. 13.3 If any action or proceeding is brought or asserted by LMGC, but under the authority granted to it under Article 13.2, LMGC will promptly notify AMIH in writing. AMIH may assume and direct the action or proceeding only provided that LMGC initiates no action or takes no action in such action or proceeding. Upon assumption of the action or proceeding by AMIH, all expenses shall be shared between Penwest borne by AMIH and Mylan in accordance with Section as if they were Mylan's Net Sales. 8.5 If Penwest notifies Mylan that it does AMIH shall be entitled to any amounts awarded to LMGC or AMIH. AMIH shall not intend to institute suit against such third party with respect to a Covered Infringement, Mylan may institute suit on its own. Mylan shall bear all costs of, and shall exercise all control over, such suit. Recoveries, if any, whether by judgment, award, decree or settlement, shall belong solely to Mylan; provided however that, after reimbursement of Mylan for its costs in such action, enter into any portion settlement of such net recoveries actions without the written consent of LMGC, which constitutes the equivalent of, or damages or payments in lieu of, a royalty measured by the defendant's Net Sales consent shall not be shared between Penwest and Mylan in accordance with Section as if they were Mylan's Net Salesunreasonably withheld. 8.6 Should either Penwest or Mylan commence a suit under the provisions of this Section and thereafter elect to abandon the same, it shall give timely notice to the other party, who may, if it so desires, be joined as a plaintiff in the suit (or continue as such if it is already one) and continue prosecution of such suit. The sharing of expenses and any recovery of such suit shall be as reasonably agreed between Penwest and Mylan.

Infringement. 8.1 Penwest [12] Each Party shall promptly inform Mylan notify the other Party of any suspected infringement of any of the Penwest Patents or Licensed Marks. If a Party files an infringement suit, the infringement or misappropriation of non-filing Party shall, at the TIMERx Production Technology by a third partyfiling Party’s request, join the filing Party in such action to the extent redress and/or prevent such infringement involves and to provide reasonable cooperation in connection therewith. In such an action, the manufactureParty filing the suit shall control the proceedings and the Parties shall allocate fees, use or sale of expenses, and recovery as follows: if the Designated Product alleged infringement occurs in the Company Territory, Company shall be responsible for the fees and expenses and enjoy the recovery, if any; if the alleged infringement occurs in the Licensee Territory, Licensee shall be responsible for the fees and expenses and enjoy the recovery, if any; or if the alleged infringement occurs in both the Licensee Territory and the Company Territory, the Parties shall share the reasonable fees and expenses, and recovery, if any, on a pro rata basis. [12] INFRINGEMENT Both licensee and licensor have an interest in finding and enforcing against unauthorized trademark use. The licensee does not want the unauthorized products to divert from its sales. The licensor needs to worry about product quality and brand reputation ("Covered Infringement"and the allegation of abandonment by naked licensing). Mylan shall promptly inform Penwest of any suspected infringement of any of Licensors will not want to give the Penwest Patents or infringement or misappropriation of licensee the TIMERx Production Technology, whether or not the same involves a Covered Infringement. 8.2 If the suspected infringement or misappropriation does not involve a Covered Infringement, Penwest may take, or refrain from taking, any action it chooses, with or without notice option to Mylan, and Mylan shall have no right to take bring any action with respect to such suspected the trademarks on its own as the licensor likely desires to make all legal decisions relating to the trademarks. Thus, parties tend to fight over these provisions a lot, even though they may be seldom invoked, because they can have large financial implications. Consequently, specifying in detail how each party should proceed if desiring to enforce against alleged infringement or misappropriationis a good idea. Generally speaking, nor non-exclusive licensees do not have standing to any recoveries with respect thereto. If the suspected bring an infringement or misappropriation involves a Covered Infringement, Penwest shall, within 30 days action on behalf of the first notice referred to in Section , inform Mylan whether or not Penwest intends to institute suit against such third party with respect to a Covered Infringement. Mylan will not take any steps toward instituting suit against any third party involving a Covered Infringement until Penwest has informed Mylan of its intention pursuant to the previous sentence. 8.3 If Penwest notifies Mylan that it intends to institute suit licensor against a third party with respect to a Covered Infringement, and Mylan does not agree to join in such suit as provided in Section , Penwest may bring such suit on its own and shall in such event bear all costs of, and shall exercise all control over, such suit. Penwest may, at its expense, bring such action in the name of Mylan and/or cause Mylan to be joined in the suit as a plaintiff. Recoveries, if any, whether by judgment, award, decree or settlement, shall belong solely to Penwestparty. 8.4 If Penwest notifies Mylan that it desires to institute suit against such third party with respect to a Covered Infringement, and Mylan notifies Penwest within 30 days after receipt of such notice that Mylan desires to institute suit jointly, the suit shall be brought jointly in the names of both parties and all costs thereof shall be borne equally. Recoveries, if any, whether by judgment, award, decree or settlement, shall, after the reimbursement of each of Penwest and Mylan for its share of the joint costs in such action, be shared between Penwest and Mylan equally; provided however that, any portion of such net recoveries which constitutes the equivalent of, or damages or payments in lieu of, a royalty measured by the defendant's Net Sales shall not be shared equally, but shall be shared between Penwest and Mylan in accordance with Section as if they were Mylan's Net Sales. 8.5 If Penwest notifies Mylan that it does not intend to institute suit against such third party with respect to a Covered Infringement, Mylan may institute suit on its own. Mylan shall bear all costs of, and shall exercise all control over, such suit. Recoveries, if any, whether by judgment, award, decree or settlement, shall belong solely to Mylan; provided however that, after reimbursement of Mylan for its costs in such action, any portion of such net recoveries which constitutes the equivalent of, or damages or payments in lieu of, a royalty measured by the defendant's Net Sales shall be shared between Penwest and Mylan in accordance with Section as if they were Mylan's Net Sales. 8.6 Should either Penwest or Mylan commence a suit under the provisions of this Section and thereafter elect to abandon the same, it shall give timely notice to the other party, who may, if it so desires, be joined as a plaintiff in the suit (or continue as such if it is already one) and continue prosecution of such suit. The sharing of expenses and any recovery of such suit shall be as reasonably agreed between Penwest and Mylan.

Infringement. 8.1 Penwest 11.1 During the term of this Agreement, NEPHRION shall promptly inform Mylan have the first option to police the Licensed Patents and Products against infringement within the Field of Use by other parties. This right to police includes defending any suspected action for declaratory judgment of noninfringement or invalidity; and prosecuting, defending or settling all infringement and declaratory judgment actions at its expense and through counsel of its selection, except that any such settlement shall only be made with the advice and consent of MICHIGAN. MICHIGAN shall provide reasonable assistance to NEPHRION with respect to such actions, provided ▇▇▇▇▇▇▇▇ shall reimburse MICHIGAN for out-of-pocket expenses incurred in connection with any such assistance rendered at NEPHRION’ request or reasonably required by MICHIGAN. In the event NEPHRION elects to institute any such action or suit, MICHIGAN agrees to be named as a nominal party therein. MICHIGAN retains the right to participate, with counsel of its own choosing, and at its own expense (including attorneys fees), in any action under this Paragraph 11.1. 11.2 In the event that ▇▇▇▇▇▇▇▇ shall institute an action for infringement of any of the Penwest Patents a Licensed Patent or the infringement defend a declaratory judgment or misappropriation of the TIMERx Production Technology by a third party, to the extent such infringement involves the manufacture, use or sale of the Designated Product in the Territory ("Covered Infringement"). Mylan shall promptly inform Penwest of any suspected infringement of any of the Penwest Patents or infringement or misappropriation of the TIMERx Production Technology, whether or not the same involves a Covered Infringement. 8.2 If the suspected infringement or misappropriation does not involve a Covered Infringement, Penwest may take, or refrain from taking, any action it chooses, with or without notice to Mylan, and Mylan shall have no right to take any other action with respect to such suspected infringement a Licensed Patent, any portion of any resulting settlement payments or misappropriationdamages awarded which is received by ▇▇▇▇▇▇▇▇, nor less NEPHRION’ actual outside attorney fees and other direct, out-of-pocket litigation expenses, including expenses due MICHIGAN for its participation in said litigation provided under Paragraph 11.1 (not to include any recoveries with respect theretocompensation paid to employees of NEPHRION) paid and unrecovered by NEPHRION, shall be paid 80% to NEPHRION and 20% to MICHIGAN. If NEPHRION has paid or pays an annual fee to MICHIGAN under Paragraph 4.1 in the suspected year in which a payment or award as set out above is received, then that annual fee may be credited by ▇▇▇▇▇▇▇▇ against the share of the payment or award otherwise due to MICHIGAN, exactly as if that share represented additional royalties due from NEPHRION. 11.3 In the event that ▇▇▇▇▇▇▇▇ fails to take action to ▇▇▇▇▇ any alleged infringement or misappropriation involves of a Covered Infringement, Penwest shall, Licensed Patent within 30 60 days of a request by MICHIGAN to do so (or within such shorter period which might be required to preserve the first notice referred legal rights of MICHIGAN under the laws of any relevant government or political subdivision thereof), then MICHIGAN shall have the right to take such action (including prosecution of a suit) at its expense and NEPHRION shall use reasonable efforts to cooperate in Section such action, inform Mylan whether or not Penwest intends at NEPHRION’ expense. In the event MICHIGAN elects to institute suit against any such third action or suit, ▇▇▇▇▇▇▇▇ agrees to be named as a nominal party with respect therein. MICHIGAN shall have full authority to a Covered Infringement. Mylan will settle on such terms as MICHIGAN shall determine, except that MICHIGAN shall not take reach any steps toward instituting suit against any third party involving a Covered Infringement until Penwest has informed Mylan of its intention pursuant to the previous sentence. 8.3 If Penwest notifies Mylan that settlement whereby it intends to institute suit against licenses a third party with respect to a Covered Infringement, and Mylan does not agree to join in such suit as provided in Section , Penwest may bring such suit on its own and shall in such event bear all costs of, and shall exercise all control over, such suit. Penwest may, at its expense, bring such action under any Licensed Patent in the name Field of Mylan and/or cause Mylan to Use without the consent of NEPHRION, which consent can be joined in the suit as a plaintiffwithheld for any reason. RecoveriesAny portion of any resulting settlement payments or damages awarded which is received by MICHIGAN, if any, whether by judgment, award, decree or settlement, shall belong solely to Penwest. 8.4 If Penwest notifies Mylan that it desires to institute suit against such third party with respect to a Covered Infringement, less MICHIGAN’s actual outside attorney fees and Mylan notifies Penwest within 30 days after receipt of such notice that Mylan desires to institute suit jointly, the suit shall be brought jointly in the names of both parties and all costs thereof shall be borne equally. Recoveries, if any, whether by judgment, award, decree or settlementother direct out-of-pocket expenses, shall, after payment to NEPHRION (such payment not to exceed the reimbursement recovery or settlement amounts actually received by MICHIGAN) of each any unrecovered expenses paid by ▇▇▇▇▇▇▇▇ at MICHIGAN’s request to third parties in furtherance of Penwest and Mylan for its share of the joint costs in such action, be shared between Penwest paid 80% to MICHIGAN and Mylan equally; provided however that, any portion of such net recoveries which constitutes the equivalent of, or damages or payments in lieu of, a royalty measured by the defendant's Net Sales shall not be shared equally, but shall be shared between Penwest and Mylan in accordance with Section as if they were Mylan's Net Sales20% to NEPHRION. 8.5 If Penwest notifies Mylan that it does not intend to institute suit against such 11.4 NEPHRION shall promptly notify MICHIGAN in writing in detail of the discovery of any allegation by a third party of infringement resulting from the practice of Licensed Patents, and of the initiation of any legal action by ▇▇▇▇▇▇▇▇ or by any third party with respect regard to any alleged infringement or noninfringement. ▇▇▇▇▇▇▇▇ shall in a Covered Infringement, Mylan may institute suit on its own. Mylan shall bear timely manner keep MICHIGAN informed and provide copies to MICHIGAN of all costs of, and shall exercise documents regarding all control over, such suit. Recoveries, if any, whether proceedings or actions instituted by judgment, award, decree or settlement, shall belong solely to Mylan; provided however that, after reimbursement of Mylan for its costs in such action, any portion of such net recoveries which constitutes the equivalent of, or damages or payments in lieu of, a royalty measured by the defendant's Net Sales shall be shared between Penwest and Mylan in accordance with Section as if they were Mylan's Net Sales▇▇▇▇▇▇▇▇. 8.6 Should either Penwest or Mylan commence a suit under the provisions of this Section and thereafter elect to abandon the same, it shall give timely notice to the other party, who may, if it so desires, be joined as a plaintiff in the suit (or continue as such if it is already one) and continue prosecution of such suit. The sharing of expenses and any recovery of such suit shall be as reasonably agreed between Penwest and Mylan.

Infringement. 8.1 Penwest (a) in the event a claim of infringement of a patent, copyright, trademark, license or other proprietary right, which directly results from incorporation of the Proprietary Information into the Playing Cards, is brought against USPCC, USPCC agrees to inform Sharps by written notice as soon as is practical and in any event within thirty (30) days. Sharps agrees to defend at its own expense any such suits against USPCC, its officers, employees and agents, and Sharps further agrees to indemnify and hold harmless USPCC, its officers, employees and agents from any and all damages, liability or expenses arising out of such claims of infringement of a patent, copyright, trademark, license or other proprietary right which is directly caused by use of the Proprietary Information in the Playing Cards. (b) In the event of a claim of infringement against USPCC arising from USPCC's use of the Proprietary Information, USPCC shall promptly inform Mylan have the option to terminate this Agreement upon delivery of written notice to Sharps. (c) If, as a result of any suspected claim of infringement of any a patent, copyright, trademark, license or other proprietary right which directly results from incorporation of the Penwest Patents Proprietary Information into the Playing Cards, USPCC is temporarily restrained or enjoined from using the infringement or misappropriation of the TIMERx Production Technology by a third partyProprietary Information, to the extent such infringement involves the manufacture, use or sale of the Designated Product in the Territory ("Covered Infringement"). Mylan shall promptly inform Penwest of any suspected infringement of any of the Penwest Patents or infringement or misappropriation of the TIMERx Production Technology, whether or USPCC can not the same involves a Covered Infringement. 8.2 If the suspected infringement or misappropriation does not involve a Covered Infringement, Penwest may take, or refrain from taking, any action it chooses, with or without notice to Mylan, and Mylan shall have no right to take any action with respect to such suspected infringement or misappropriation, nor to any recoveries with respect thereto. If the suspected infringement or misappropriation involves a Covered Infringement, Penwest shall, within 30 days of the first notice referred to in Section , inform Mylan whether or not Penwest intends to institute suit against such third party with respect to a Covered Infringement. Mylan will not take any steps toward instituting suit against any third party involving a Covered Infringement until Penwest has informed Mylan of its intention be terminated pursuant to the previous sentence. 8.3 If Penwest notifies Mylan that it intends terms of paragraph 14(b) hereof and no further royalties shall accrue while such temporary restraining order or injunction is in effect, unless USPCC continues to institute suit against sell the Playing Cards utilizing the Proprietary Information, in which case royalties shall continue. In the event a third party with respect to a Covered Infringementpermanent, nonappealable, injunction is granted enjoining USPCC from manufacturing and Mylan does not agree to join in such suit as provided in Section selling the Playing Cards, Penwest may bring such suit on its own and this Agreement shall in such event bear all costs of, and shall exercise all control over, such suit. Penwest may, at its expense, bring such action in terminate upon the name of Mylan and/or cause Mylan to be joined in the suit as a plaintiff. Recoveries, if any, whether by judgment, award, decree or settlement, shall belong solely to Penwest. 8.4 If Penwest notifies Mylan that it desires to institute suit against such third party with respect to a Covered Infringement, and Mylan notifies Penwest within 30 days after receipt issuance of such notice that Mylan desires to institute suit jointly, the suit shall be brought jointly in the names of both parties and all costs thereof shall be borne equallypermanent injunction. Recoveries, if any, whether by judgment, award, decree or settlement, shall, after the reimbursement of each of Penwest and Mylan for its share of the joint costs in such action, be shared between Penwest and Mylan equally; provided however that, any portion of such net recoveries which constitutes the equivalent of, or damages or payments in lieu of, a royalty measured by the defendant's Net Sales shall not be shared equally, but shall be shared between Penwest and Mylan in accordance with Section as if they were Mylan's Net Sales. 8.5 If Penwest notifies Mylan that it does not intend to institute suit against such third party with respect to a Covered Infringement, Mylan may institute suit on its own. Mylan shall bear all costs of, and shall exercise all control over, such suit. Recoveries, if any, whether by judgment, award, decree or settlement, shall belong solely to Mylan; provided however that, after reimbursement of Mylan for its costs in such action, any portion of such net recoveries which constitutes the equivalent of, or damages or payments in lieu of, a royalty measured by the defendant's Net Sales shall be shared between Penwest and Mylan in accordance with Section as if they were Mylan's Net Sales. 8.6 Should either Penwest or Mylan commence a suit under the The provisions of this Section shall apply only if the infringement is caused directly by use of the Proprietary Information. USPCC agrees to take any reasonable actions required to be taken if by taking such action infringement can be avoided. (d) USPCC agrees to inform Sharps by written notice as soon as is practical, and thereafter elect in any event within thirty (30) days, of any party which USPCC believes is using the Proprietary Information to abandon manufacture and sell playing cards without authorization from Sharps. Sharps shall have two (2) months from receipt of the samewritten notice to investigate the claim and either stop the unauthorized use or take legal action to stop the unauthorized use. If Sharps chooses not to bring an action against the unauthorized use, it shall give timely so notify USPCC in writing within thirty (30) days. If in USPCC's reasonable judgment, such use by a third party materially impairs the benefits accruing to USPCC hereunder, USPCC shall have the right to terminate this Agreement after written notice to Sharps. If legal action is taken by Sharps, and at the other partyconclusion of the legal proceedings Sharps is unable to stop said unauthorized use, who may, if it so desires, be joined as a plaintiff in USPCC shall have the suit (or continue as such if it is already one) and continue prosecution of such suit. The sharing of expenses and any recovery of such suit shall be as reasonably agreed between Penwest and Mylanright to terminate this Agreement after written notice to Sharps.

Infringement. 8.1 Penwest 10.1 If either AtheroGenics or Emory becomes aware of a product made, used or sold in the Licensed Territory, which it believes infringes a Valid Claim, the party obtaining such knowledge shall promptly inform Mylan advise the other party of any suspected infringement of any of the Penwest Patents or the infringement or misappropriation of the TIMERx Production Technology by a third party, all relevant facts and circumstances pertaining to the extent such infringement involves the manufacture, use or sale of the Designated Product in the Territory ("Covered Infringement")potential infringement. Mylan shall promptly inform Penwest of any suspected infringement of any of the Penwest Patents or infringement or misappropriation of the TIMERx Production Technology, whether or not the same involves a Covered Infringement. 8.2 If the suspected infringement or misappropriation does not involve a Covered Infringement, Penwest may take, or refrain from taking, any action it chooses, with or without notice to Mylan, and Mylan AtheroGenics shall have no the right to take enforce any action with respect to such suspected infringement or misappropriation, nor to any recoveries with respect thereto. If the suspected infringement or misappropriation involves a Covered Infringement, Penwest shall, within 30 days of the first notice referred to in Section , inform Mylan whether or not Penwest intends to institute suit issued Licensed Patent against such third party with respect to a Covered Infringement. Mylan will not take any steps toward instituting suit against any third party involving a Covered Infringement until Penwest has informed Mylan of its intention pursuant to the previous sentence. 8.3 If Penwest notifies Mylan that it intends to institute suit against a third party with respect to a Covered Infringement, and Mylan does not agree to join in such suit as provided in Section , Penwest may bring such suit on its own and shall in such event bear all costs of, and shall exercise all control over, such suit. Penwest mayinfringement, at its own expense. Emory shall cooperate with AtheroGenics in such effort, bring such action in the name of Mylan and/or cause Mylan to be including being joined in the suit as a plaintiff. Recoveries, if any, whether by judgment, award, decree or settlement, shall belong solely party to Penwest. 8.4 If Penwest notifies Mylan that it desires to institute suit against such third party with respect to a Covered Infringement, and Mylan notifies Penwest within 30 days after receipt of such notice that Mylan desires to institute suit jointly, the suit shall be brought jointly in the names of both parties and all costs thereof shall be borne equally. Recoveries, if any, whether by judgment, award, decree or settlement, shall, after the reimbursement of each of Penwest and Mylan for its share of the joint costs in such action, be shared between Penwest and Mylan equally; provided however that, any portion if necessary. During the pendency of such net recoveries which constitutes the equivalent ofan action, or royalty rates owed by AtheroGenics to Emory shall be reduced by [*] from those listed in Article 5 of this Agreement. 10.2 Any damages or payments costs recovered by AtheroGenics in lieu of, a royalty measured connection with any action filed by the defendant's Net Sales shall not be shared equally, but AtheroGenics hereunder shall be shared between Penwest applied first to reimbursing AtheroGenics for costs and Mylan expenses of such litigation. Any damages or costs recovered by AtheroGenics in excess of costs and expenses credited shall be the sole property of AtheroGenics. Any such excess damages or costs shall be treated as proceeds of Sales of Licensed Products in the fiscal quarter received by AtheroGenics, and royalties shall be payable by AtheroGenics to Emory thereon in accordance with Section as if they were Mylan's Net Salesthe terms of this Agreement. 8.5 10.3 Any multiplication of damages for punitive purposes shall be treated as proceeds of Sales of Licensed Products in the fiscal quarter received by AtheroGenics, and royalties shall be payable by AtheroGenics to Emory thereon in accordance with the terms of this Agreement, and AtheroGenics shall retain all attorney fees awarded. 10.4 If Penwest AtheroGenics shall fail, within one hundred twenty (120) days after receiving notice from Emory of a potential infringement, or providing Emory with notice of such infringement, to either (a) terminate such infringement, (b) institute sub-licensing negotiations, to be completed within a reasonable period of time, or (c) institute an action to prevent continuation thereof and, thereafter to prosecute such action diligently, or if AtheroGenics notifies Mylan Emory that it does not intend plan to terminate the infringement, negotiate a sub-license or institute suit against such third action, then Emory shall have the right to do so at its own expense. AtheroGenics shall cooperate with Emory in such effort, including being joined as a party with respect to a Covered Infringement, Mylan may institute suit on its ownsuch action if necessary. Mylan Emory shall bear be entitled to retain all damages or costs of, and shall exercise all control over, such suit. Recoveries, if any, whether by judgment, award, decree or settlement, shall belong solely awarded to Mylan; provided however that, after reimbursement of Mylan for its costs Emory in such action, any portion of such net recoveries which constitutes the equivalent of, or damages or payments in lieu of, a royalty measured by the defendant's Net Sales shall be shared between Penwest and Mylan in accordance with Section as if they were Mylan's Net Sales. 8.6 Should either Penwest or Mylan commence a suit under the provisions of this Section and thereafter elect to abandon the same, it shall give timely notice to the other party, who may, if it so desires, be joined as a plaintiff in the suit (or continue as such if it is already one) and continue prosecution of such suit. The sharing of expenses and any recovery of such suit shall be as reasonably agreed between Penwest and Mylan.

Infringement. 8.1 Penwest shall promptly inform Mylan (a) If Licensor or Licensee becomes aware of any suspected infringement of any of the Penwest Patents or the infringement or misappropriation of the TIMERx Production Technology by a third party, to the extent such infringement involves the manufacture, use or sale of the Designated Product in the Territory ("Covered Infringement"). Mylan shall promptly inform Penwest of any suspected infringement of any of the Penwest Patents or infringement or misappropriation of the TIMERx Production Technology, whether or not the same involves a Covered Infringement. 8.2 If the suspected infringement or misappropriation does not involve a Covered Infringement, Penwest may take, or refrain from taking, any action it chooses, with or without notice to Mylan, and Mylan shall have no right to take any action patent issued with respect to the Technology or of the Trademark, such suspected infringement or misappropriationparty shall immediately notify the other party, nor to any recoveries with respect theretoin writing, of the details of such infringement. If any such infringement is within the suspected infringement or misappropriation involves a Covered InfringementUnited States, Penwest Licensee shall, within 30 days of the first notice referred to in Section , inform Mylan whether or not Penwest intends to institute suit against such third party with respect to a Covered Infringement. Mylan will not take any steps toward instituting suit against any third party involving a Covered Infringement until Penwest has informed Mylan of its intention pursuant to the previous sentence. 8.3 If Penwest notifies Mylan that it intends to institute suit against a third party with respect to a Covered Infringement, and Mylan does not agree to join in such suit as provided in Section , Penwest may bring such suit on its own and shall in such event bear all costs of, and shall exercise all control over, such suit. Penwest may, at its expense, bring such prosecute any action in necessary to protect the name of Mylan and/or cause Mylan to be joined in the suit as a plaintiff. Recoveries, if any, whether by judgment, award, decree or settlement, shall belong solely to Penwest. 8.4 If Penwest notifies Mylan that it desires to institute suit against such third party with respect to a Covered Infringement, and Mylan notifies Penwest within 30 days after receipt of such notice that Mylan desires to institute suit jointly, the suit shall be brought jointly in the names of both parties and all costs thereof shall be borne equally. Recoveries, if any, whether by judgment, award, decree or settlement, shall, after the reimbursement rights of each of Penwest and Mylan for its share of the joint costs in parties to this Agreement. If Licensee does not prosecute such action, this license shall terminate unless this requirement is waived by Licensor in writing. If such infringement is in a foreign country, and such infringement is "substantial," Licensee shall, at its expense, prosecute any action necessary to protect the rights of each of the parties to this Agreement. If Licensee does not prosecute such action, Licensee's exclusive license to manufacture, use, sell and sublicense in such country shall terminate. For purposes of this paragraph, an infringement within a foreign country will be shared between Penwest and Mylan equally; provided however that, any portion of such net recoveries which constitutes the equivalent ofdeemed to be "substantial" if Licensee, or damages its sublicensee, experiences more than a 25% reduction in sales in such country after introduction in the market in such country of the infringing product. Licensee shall be responsible for all costs, expenses and judgments associated with such prosecutions, and shall be solely entitled to any monetary award or payments in lieu ofjudgment resulting therefrom. (b) Should any action be commenced against Licensor or Licensee, a royalty measured by the filing of a complaint or otherwise, which alleges that the Technology, or any of its improvements included within the scope of the license granted hereunder, or the Trademark infringes the claims of any letters patent or proprietary information or trademark of a third party, Licensee shall defend such action at its cost and expense, and Licensor shall cooperate fully with such defense. (c) If Licensor is compelled in any suit which Licensee may institute or defend to join Licensee as a party plaintiff or party defendant's Net Sales , then Licensor shall not be shared equallychargeable for any costs or expenses, but except its attorneys' fees should it elect separate representation, except as otherwise specifically provided herein. In connection with such suit, Licensor shall be shared between Penwest and Mylan in accordance with Section as if they were Mylan's Net Sales. 8.5 If Penwest notifies Mylan that it does not intend to institute suit against such third party with respect to a Covered Infringement, Mylan may institute suit on its own. Mylan shall bear execute all costs ofdocuments necessary or desirable, and Licensor shall exercise all control over, such suit. Recoveries, if any, whether testify in any suit when requested to do so by judgment, award, decree or settlement, shall belong solely to Mylan; provided however that, after reimbursement of Mylan for its costs in such action, any portion of such net recoveries which constitutes the equivalent of, or damages or payments in lieu of, a royalty measured by the defendant's Net Sales shall be shared between Penwest and Mylan in accordance with Section as if they were Mylan's Net SalesLicensee. 8.6 Should either Penwest or Mylan commence a suit under the provisions of this Section and thereafter elect to abandon the same, it shall give timely notice to the other party, who may, if it so desires, be joined as a plaintiff in the suit (or continue as such if it is already one) and continue prosecution of such suit. The sharing of expenses and any recovery of such suit shall be as reasonably agreed between Penwest and Mylan.

Infringement. 8.1 Penwest Each party shall inform the other promptly inform Mylan in writing of any suspected alleged infringement of the Patent Rights by a third party and provide any available evidence thereof. During the term of this Agreement, if: (a) Licensee is the only licensee under the Patent Rights; (b) all licensees elect to join with Licensee; or (c) the alleged infringement is limited to the Field, Licensee shall have the first right, but shall not be obligated, to prosecute at its own expense all infringements of the Patent Rights in its Field, provided that such Patent Rights are not also licensed to another party outside the Field who has not agreed to join with Licensee, in each case, without expense to Northwestern. Northwestern shall be included as a party plaintiff in such action upon request of Northwestern, and at the expense of Northwestern. If Northwestern does not request to join the action but rather is compelled to join as a necessary party, Northwestern will remain in the suit without expense to Northwestern. The total cost of any such infringement action commenced or defended solely by Licensee, Licensee and other licensees, or where Northwestern is joined involuntarily as a necessary party, shall be borne by Licensee. Licensee shall keep any recovery or damages derived therefrom; after reimbursing Northwestern’s reasonable out-of-pocket legal costs and expenses incurred in the action, including attorneys’ fees for activities that are not substantially duplicative of those of Licensee’s counsel, on a pro-rata basis with Licensee’s reasonable out-of-pocket legal costs and expenses, including attorneys’ fees, incurred in the action. 8.2 If within six (6) months after having been notified of any alleged infringement, Licensee has been unsuccessful in persuading the alleged infringer to desist or has not otherwise brought and diligently is pursuing an infringement action, or if Licensee notifies Northwestern at any time prior thereto of its intention not to bring suit against any alleged infringer, then, Northwestern shall have the right, but shall not be obligated, to prosecute at its own expense any infringement of the Patent Rights or defense of a declaratory judgment claim or counterclaim and may include Licensee as a party plaintiff in such action. The total cost of any infringement or declaratory judgment action commenced or defended solely by Northwestern, or where Licensee is joined involuntarily as a necessary party, shall be borne by Northwestern. Northwestern shall THE COMPANY HAS REQUESTED AN ORDER FROM THE SECURITIES AND EXCHANGE COMMISSION (THE “COMMISSION”) PURSUANT TO RULE 406 UNDER THE SECURITIES ACT OF 1933, AS AMENDED, GRANTING CONFIDENTIAL TREATMENT TO SELECTED PORTIONS. ACCORDINGLY, THE CONFIDENTIAL PORTIONS HAVE BEEN OMITTED FROM THIS EXHIBIT, AND HAVE BEEN FILED SEPARATELY WITH THE COMMISSION. OMITTED PORTIONS ARE INDICATED IN THIS EXHIBIT WITH “*****”. keep any recovery or damages derived therefrom, after reimbursing Licensee’s reasonable out-of-pocket legal costs and expenses incurred in the action, including attorneys’ fees for activities that are not substantially duplicative of those of Northwestern’s counsel, on a pro-rata basis with Northwestern’s reasonable out-of-pocket legal costs and expenses, including attorneys’ fees, incurred in the action. 8.3 In any infringement suit that either party may institute to enforce the Patent Rights pursuant to this Agreement, the other party hereto shall, at the request of the party initiating such suit, cooperate in all respects and, to the extent possible, have its employees testify when requested and make available relevant records, papers, information, samples, specimens, and the like. No settlement, consent judgment or other voluntary final disposition of the suit may be entered into without the consent of Northwestern, which consent shall not unreasonably be withheld. Licensee shall indemnify Northwestern against any order for costs and/or expenses that may be made against Northwestern unless such suit was brought by Northwestern pursuant to Section 8.2. While Licensee, during the term of this Agreement, shall have the right to consent to a sublicense Northwestern may propose to any alleged infringer for future use of the Patent Rights, Licensee shall not unreasonably withhold its consent. 8.4 In the event that a declaratory judgment action alleging the invalidity or non-infringement of any of the Penwest Patents Patent Rights shall be brought other than in the context of a declaratory judgment action arising out of Northwestern’s enforcement pursuant to Section 8.2 or a counterclaim in an enforcement action pursuant to Section 8.2, or there is a need to otherwise defend the infringement Patent Rights, Northwestern shall have the first right within ninety (90) days receipt of notice to control the defense of such action, proceeding or misappropriation otherwise, and Licensee shall reimburse Northwestern’s reasonable out-of-pocket legal costs and expenses incurred in the action, including attorney’s fees, in accordance with Section 5.8.1. 8.5 In the event Licensee challenges the validity or enforceability of the TIMERx Production Technology by a third partyPatent Rights, Licensee shall provide Northwestern ninety (90) days prior written notice and continue to the extent such infringement involves the manufacture, use or sale of the Designated Product in the Territory ("Covered Infringement"). Mylan shall promptly inform Penwest of any suspected infringement of any of the Penwest Patents or infringement or misappropriation of the TIMERx Production Technology, whether or not the same involves a Covered Infringement. 8.2 If the suspected infringement or misappropriation does not involve a Covered Infringement, Penwest may take, or refrain from taking, any action it chooses, with or without notice make all payments required hereunder directly to Mylan, Northwestern and Mylan shall have no right to take pay into escrow or other account any action with respect amounts due to such suspected infringement or misappropriationNorthwestern under this Agreement. For purposes of clarity, nor to any recoveries with respect thereto. If the suspected infringement or misappropriation involves a Covered Infringement, Penwest shall, within 30 days of the first notice referred to in Section , inform Mylan whether or not Penwest intends to institute suit against such third party with respect to a Covered Infringement. Mylan will not take any steps toward instituting suit against any third party involving a Covered Infringement until Penwest has informed Mylan of its intention pursuant to the previous sentence. 8.3 If Penwest notifies Mylan that it intends to institute suit against a third party with respect to a Covered Infringement, and Mylan does not agree to join in such suit as provided in Section , Penwest may bring such suit on its own and shall in such event bear all costs of, and shall exercise all control over, such suit. Penwest may, at its expense, bring such action in the name of Mylan and/or cause Mylan to be joined in the suit as a plaintiff. Recoveries, if any, whether by judgment, award, decree or settlement, shall belong solely to Penwest. 8.4 If Penwest notifies Mylan that it desires to institute suit against such third party with respect to a Covered Infringement, and Mylan notifies Penwest within 30 days after receipt of such notice that Mylan desires to institute suit jointly, the suit shall be brought jointly in the names of both parties and all costs thereof shall be borne equally. Recoveries, if any, whether by judgment, award, decree or settlement, shall, after the reimbursement of each of Penwest and Mylan for its share of the joint costs in such action, be shared between Penwest and Mylan equally; provided however that, any portion of such net recoveries which constitutes the equivalent of, or damages or payments in lieu of, a royalty measured by the defendant's Net Sales Licensee shall not be shared equallyentitled to any refund or offset for any amounts paid under this Agreement, but shall be shared between Penwest and Mylan in accordance with Section as including any paid prior to or during the period of the challenge even if they were Mylan's Net Salesthe Patent Rights are held invalid or unenforceable. 8.5 If Penwest notifies Mylan that it does not intend to institute suit against such third party with respect to a Covered Infringement, Mylan may institute suit on its own. Mylan shall bear all costs of, and shall exercise all control over, such suit. Recoveries, if any, whether by judgment, award, decree or settlement, shall belong solely to Mylan; provided however that, after reimbursement of Mylan for its costs in such action, any portion of such net recoveries which constitutes the equivalent of, or damages or payments in lieu of, a royalty measured by the defendant's Net Sales shall be shared between Penwest and Mylan in accordance with Section as if they were Mylan's Net Sales. 8.6 Should either Penwest or Mylan commence a suit under the provisions of this Section and thereafter elect to abandon the same, it shall give timely notice to the other party, who may, if it so desires, be joined as a plaintiff in the suit (or continue as such if it is already one) and continue prosecution of such suit. The sharing of expenses and any recovery of such suit shall be as reasonably agreed between Penwest and Mylan.

Infringement. 8.1 Penwest 5.3.1 If either Party believes that an infringement by a Third Party with respect to any SBP Patent Right is occurring or may potentially occur, the knowledgeable Party will provide the other Party with (a) written notice of such infringement or potential infringement and (b) evidence of such infringement or potential infringement (the “Infringement Notice”). During the period in which, and in the jurisdiction where, Cerecor has exclusive rights under this Agreement, neither SBP or Cerecor will notify such a Third Party (including the infringer) of infringement or put such Third Party on notice of the existence of Licensed Patent Rights without first obtaining the written consent of the other Party. Both SBP and Cerecor will use their diligent efforts to cooperate with each other to terminate such infringement without litigation. 5.3.2 If infringing activity of potential commercial significance has not been abated within ninety (90) days following the date the Infringement Notice for such activity was provided, then Cerecor may institute suit for patent infringement against the infringer. Prior to commencing any such action, Cerecor shall promptly inform Mylan consult with SBP and shall consider the views of SBP regarding the advisability of the proposed action and potential effects on the public interest. SBP may voluntarily join such suit, subject to Cerecor reimbursing SBP’s Litigation Expenses, but may not thereafter commence suit against the infringer for the acts of infringement that are the subject of Cerecor’s suit or any judgment rendered in such suit; provided that SBP agrees to be named as a nominal third party plaintiff, as the patentee, if necessary in cases in which it is required in order to sustain standing requirements. Except as set forth in the prior sentence, Cerecor may not join SBP in a suit initiated by Cerecor without SBP’s prior written consent. If in a suit initiated by Cerecor, SBP is involuntarily joined other than by Cerecor, then Cerecor and SBP may choose mutually agreeable co-counsel, and Cerecor will pay the Litigation Expenses incurred by SBP arising out of such suit, including any legal fees of co-counsel; provided that SBP and Cerecor each may engage separate counsel in addition to co-counsel at the engaging Party’s expense. Cerecor shall be free to enter into a settlement, consent judgment or other voluntary disposition, provided that any settlement, consent judgment or other voluntary disposition that (a) limits the scope, validity or enforcement of Licensed Patent Rights or (b) admits fault or wrongdoing on the part of Cerecor or SBP must be approved in advance by SBP in writing. Cerecor’s request for such approval shall include complete copies of final settlement documents, a detailed summary of such settlement, and any other information material to such settlement. SBP shall provide Cerecor notice of its approval or denial within thirty (30) days of any suspected request for such approval by Cerecor, provided that, in the event SBP wishes to deny such approval, such notice shall include a detailed written description of SBP’s reasonable objections to the proposed settlement, consent judgment, or other voluntary disposition. 5.3.3 If, within one hundred and twenty (120) days following the date the Infringement Notice was provided, infringing activity of potential commercial significance has not been abated and if Cerecor has not brought suit against the infringer, then SBP may at its sole cost and expense, following consultation with and good faith consideration of any Cerecor comments, and only if Cerecor fails to provide a reasonable basis for its decision, institute suit for patent infringement against the infringer. If SBP institutes such suit, then Cerecor may not join such suit without the prior written consent of SBP and may not thereafter commence suit against the infringer for the acts of infringement that are the subject of SBP’s suit or any judgment rendered in such suit. SBP shall be free to enter into a settlement, consent judgment or other voluntary disposition, provided that any settlement, consent judgment or other voluntary disposition that (a) limits the scope, validity or enforcement of Licensed Patent Rights, (b) admits fault or wrongdoing on the part of Cerecor or SBP must be approved in advance by SBP in writing or (c) grants the infringer or any Third Party a license or covenant not to ▇▇▇ under any of the Licensed Patent Rights. SBP’s request for such approval shall include complete copies of final settlement documents, a detailed summary of such settlement, and any other information material to such settlement. Cerecor shall provide SBP notice of its approval or denial within thirty (30) days of any request for such approval by SBP, provided that, in the event Cerecor wishes to deny such approval, such notice shall include a detailed written description of Cerecor’s reasonable objections to the proposed settlement, consent judgment, or other voluntary disposition. 5.3.4 In the event that any SBP Patent Right is the subject of a Biosimilar Application or the like, Cerecor and SBP will convene to mutually consider options for response. In the event that SBP and Cerecor cannot come to a mutually agreeable response, Cerecor will have unilateral rights to determine how and when respond. 5.3.5 Any recovery or settlement received in connection with any suit for infringement of any of the Penwest Patents or Licensed Patent Rights will be shared as follows: (i) first, 100% to the Party that filed the infringement suit or misappropriation other enforcement action up to the total amount of Litigation Expenses incurred by such Party (including prior reimbursements of the TIMERx Production Technology other Party’s Litigation Expenses, including any Litigation Expenses of co-counsel); (ii) second, 100% of the remaining balance after payment pursuant to clause (i) to the Party that did not file the infringement suit or other enforcement action up to the total amount of Litigation Expenses incurred by such Party and not already reimbursed by the other Party and (iii) third, the remaining balance after payment pursuant to clauses (i) and (ii) shall be allocated as follows: (a) for any suit that is initiated by Cerecor and in which SBP was not a third partyparty in the litigation, such portion shall be treated as Sublicense Income with SBP receiving its applicable percentage thereof as set forth in Section 4.5 and Cerecor shall receive the remainder; and (b) for any suit that is initiated by Cerecor or SBP and that the other Party joins voluntarily (but only to the extent such infringement involves voluntary joining is allowed under this Agreement or expressly by the manufactureother Party in a separate agreement) or involuntarily, use or sale the same percentage as the non-initiating party’s percentage of the Designated Product total Litigation Expenses incurred by SBP and Cerecor, but in no event shall the Territory non-initiating Party receive less than twenty five percent ("Covered Infringement"). Mylan shall promptly inform Penwest of any suspected infringement of any of the Penwest Patents or infringement or misappropriation of the TIMERx Production Technology, whether or not the same involves a Covered Infringement. 8.2 If the suspected infringement or misappropriation does not involve a Covered Infringement, Penwest may take, or refrain from taking, any action it chooses, with or without notice to Mylan, and Mylan shall have no right to take any action with respect to such suspected infringement or misappropriation, nor to any recoveries with respect thereto. If the suspected infringement or misappropriation involves a Covered Infringement, Penwest shall, within 30 days of the first notice referred to in Section , inform Mylan whether or not Penwest intends to institute suit against such third party with respect to a Covered Infringement. Mylan will not take any steps toward instituting suit against any third party involving a Covered Infringement until Penwest has informed Mylan of its intention pursuant to the previous sentence. 8.3 If Penwest notifies Mylan that it intends to institute suit against a third party with respect to a Covered Infringement, and Mylan does not agree to join in such suit as provided in Section , Penwest may bring such suit on its own and shall in such event bear all costs of, and shall exercise all control over, such suit. Penwest may, at its expense, bring such action in the name of Mylan and/or cause Mylan to be joined in the suit as a plaintiff. Recoveries, if any, whether by judgment, award, decree or settlement, shall belong solely to Penwest. 8.4 If Penwest notifies Mylan that it desires to institute suit against such third party with respect to a Covered Infringement, and Mylan notifies Penwest within 30 days after receipt 25%) of such notice that Mylan desires to institute suit jointlyrecovery, while the suit initiating party shall be brought jointly in receive the names of both parties and all costs thereof shall be borne equally. Recoveries, if any, whether by judgment, award, decree or settlement, shall, after the reimbursement of each of Penwest and Mylan for its share of the joint costs in such action, be shared between Penwest and Mylan equally; provided however that, any portion of such net recoveries which constitutes the equivalent of, or damages or payments in lieu of, a royalty measured by the defendant's Net Sales shall not be shared equally, but shall be shared between Penwest and Mylan in accordance with Section as if they were Mylan's Net Salesremainder. 8.5 If Penwest notifies Mylan that it does not intend to institute suit against such third party with respect to a Covered Infringement, Mylan may institute suit on its own. Mylan shall bear all costs of, and shall exercise all control over, such suit. Recoveries, if any, whether by judgment, award, decree or settlement, shall belong solely to Mylan; provided however that, after reimbursement of Mylan for its costs in such action, any portion of such net recoveries which constitutes the equivalent of, or damages or payments in lieu of, a royalty measured by the defendant's Net Sales shall be shared between Penwest and Mylan in accordance with Section as if they were Mylan's Net Sales. 8.6 Should either Penwest or Mylan commence a suit under the provisions of this Section and thereafter elect to abandon the same, it shall give timely notice to the other party, who may, if it so desires, be joined as a plaintiff in the suit (or continue as such if it is already one) and continue prosecution of such suit. The sharing of expenses and any recovery of such suit shall be as reasonably agreed between Penwest and Mylan.

Infringement. 8.1 Penwest 7.1 If either party shall promptly inform Mylan of any suspected determine that there is a probable infringement of any of the Penwest Patents or Intellectual Property by a Third Party, that party shall promptly notify the infringement or misappropriation other party in writing of the TIMERx Production Technology by a third party, to the extent such infringement involves the manufacture, use or sale of the Designated Product in the Territory ("Covered Infringement"). Mylan shall promptly inform Penwest of any suspected infringement of any of the Penwest Patents or infringement or misappropriation of the TIMERx Production Technology, whether or not the same involves a Covered Infringementinfringement. 8.2 If the suspected infringement 7.2 INFRAMAT, on discovery or misappropriation does not involve a Covered Infringementnotification of such infringement, Penwest may take, or refrain from taking, any action it choosesshall, with or without notice reasonable promptness, refer the matter to Mylan, its intellectual property counsel to perform an infringement evaluation and Mylan shall have no right to take any action with respect to such suspected determine the likelihood of success on the merits of an infringement or misappropriation, nor to any recoveries with respect theretoclaim. If the suspected infringement or misappropriation involves a Covered Infringement, Penwest shall, within 30 days of the first notice referred to in Section , inform Mylan whether or not Penwest intends to institute suit against such third party with respect to a Covered Infringement. Mylan will not take any steps toward instituting suit against any third party involving a Covered Infringement until Penwest has informed Mylan of At its intention pursuant to the previous sentence. 8.3 If Penwest notifies Mylan that it intends to institute suit against a third party with respect to a Covered Infringement, option and Mylan does not agree to join in such suit as provided in Section , Penwest may bring such suit on its own and shall in such event bear all costs of, and shall exercise all control over, such suit. Penwest may, at its expense, bring such action in NANO may retain its own intellectual property counsel to conduct an independent evaluation or to consult with INFRAMAT's intellectual property counsel regarding the name of Mylan and/or cause Mylan to be joined in the suit as evaluation under a plaintiff. Recoveries, if any, whether by judgment, award, decree or settlement, shall belong solely to Penwestsuitable joint privilege agreement. 8.4 7.3 If Penwest notifies Mylan INFRAMAT determines that it desires the facts pertaining to institute suit infringement and the likelihood of success of any action warrants taking legal action against such third party with respect to a Covered Infringementan infringer, and Mylan notifies Penwest within 30 days after receipt INFRAMAT shall advise NANO in writing of such notice determination prior to taking any legal action. If INFRAMAT determines that Mylan desires the facts pertaining to institute suit jointly, infringement and the suit shall be brought jointly in the names likelihood of both parties and all costs thereof shall be borne equally. Recoveries, if any, whether by judgment, award, decree or settlement, shall, after the reimbursement success of each of Penwest and Mylan for its share of the joint costs in such any action do not warrant taking legal action, be shared between Penwest and Mylan equally; provided however that, any portion of such net recoveries which constitutes the equivalent of, or damages or payments in lieu of, a royalty measured by the defendant's Net Sales shall not be shared equally, but shall be shared between Penwest and Mylan in accordance with Section as if they were Mylan's Net Sales. 8.5 If Penwest notifies Mylan that it does not intend to institute suit against such third party with respect to a Covered Infringement, Mylan may institute suit on its own. Mylan shall bear all costs of, and shall exercise all control over, such suit. Recoveries, if any, whether by judgment, award, decree or settlement, shall belong solely to Mylan; provided however that, after reimbursement of Mylan for its costs in such action, any portion of such net recoveries which constitutes the equivalent of, or damages or payments in lieu of, a royalty measured by the defendant's Net Sales shall be shared between Penwest and Mylan in accordance with Section as if they were Mylan's Net Sales. 8.6 Should either Penwest or Mylan commence a suit under the provisions of this Section and thereafter elect to abandon the same, it shall give timely notice so advise NANO. If INFRAMAT decides not to pursue legal action, NANO shall have the option to elect to bring an infringement action at its own cost and expense, and NANO shall not hold INFRAMAT liable for lack of infringement litigation. If NANO decides not to bring litigation for patent infringement, INFRAMAT shall not hold NANO liable for lack of infringement litigation. 7.4 The parties agree to fully cooperate with and assist each other in any infringement action under the Intellectual Property. If one party brings an infringement action against a Third Party ("Litigating Party"), the other party, who mayin order to assist in bringing and maintaining the suit, shall: (i) join as a party, if it so desires, be joined as a plaintiff necessary to the maintenance of the infringement action; (ii) grant all lawful permissions and sign all lawful documents necessary in the suit Litigating Party's judgment to prosecute the action; and (iii) give all truthful testimony requested by the Litigating Party. 7.5 If any infringement action taken shall prove successful and the Litigating Party shall collect monies by judgment or continue as settlement, and provided the other party complies with Section 7.4, the Litigating Party shall: (i) deduct its intellectual property counsel fees and other reasonable expenses attendant to such action, including without limitation expert fees; and (ii) then shall pay to the other party twenty-five (25%) percent of the balance of monies collected by judgment or settlement. 7.6 Neither party may settle an infringement claim without the prior approval of the other party if it is already one) and continue prosecution such settlement would affect the rights of such suit. The sharing of expenses and any recovery of such suit shall be as reasonably agreed between Penwest and Mylanthe other party in the Licensed Patents.

Infringement. 8.1 Penwest shall promptly inform Mylan 6.1 In the event of any suspected infringement of any of the Penwest Patents or the infringement or misappropriation of the TIMERx Production Technology by a third party, to the extent such infringement involves the manufacture, use or sale of the Designated Product in the Territory ("Covered Infringement"). Mylan shall promptly inform Penwest of any suspected infringement of any of the Penwest Patents or infringement or misappropriation of the TIMERx Production Technology, whether or not the same involves a Covered Infringement. 8.2 If the suspected infringement or misappropriation does not involve a Covered Infringement, Penwest may take, or refrain from taking, any action it chooses, with or without notice to Mylan, and Mylan shall have no right to take any action with respect to such suspected infringement or misappropriation, nor to any recoveries with respect thereto. If the suspected infringement or misappropriation involves a Covered Infringement, Penwest shall, within 30 days of the first notice referred to in Section , inform Mylan whether or not Penwest intends to institute suit against such third party with respect to a Covered Infringement. Mylan will not take any steps toward instituting suit against any third party involving a Covered Infringement until Penwest has informed Mylan of its intention pursuant to the previous sentence. 8.3 If Penwest notifies Mylan that it intends to institute suit against a third party with respect infringement of the DSI Patents, the Parties will act collectively to adopt a Covered Infringementcommon position to put an end to the said infringement. In the event that the Co-owners decide not to take legal action, the Co-owners will authorise EDS, provided that the Licence is still exclusive, to commence any legal action for the enforcement of the intellectual property rights attached to the DSI Patents at EDS's own risk and Mylan does not agree to join in such suit as provided in Section , Penwest may bring such suit on its own and shall in such event bear all costs of, and shall exercise all control over, such suit. Penwest may, at its expense, bring such but to EDS's sole advantage. In consideration of what has been stated previously, the Parties will register this Agreement with the Institut National de la Propriété Intellectuelle (National Institute of Intellectual Property) and with the national registers of the country where the first action is taken. It is understood that, irrespective of the result of the legal action undertaken by EDS, in accordance with article 6.1 of this agreement, EDS is forbidden to prejudice the Licence and especially the obligations stated in article 4. 6.2 In the event that EDS is threatened with an infringement action in the name performance of Mylan and/or cause Mylan this Agreement, EDS will immediately advise the Co-owners and the Parties will act collectively to establish the line of conduct to be joined in the suit as a plaintiffadopted. RecoveriesIn addition, if anythe infringement action is effectively exercised against EDS, whether in relation to the method covered by judgmentthe DSI Patents, awardthe Co-owners will support EDS with technical and legal assistance, decree or settlementas far as they are able, shall belong solely to Penwest. 8.4 If Penwest notifies Mylan that it desires provide a defence. In the event of a judgement against EDS, EDS may not claim any indemnity from the Co-owners. The Co-owners will, however, during the three years following the date of signature of this Agreement, allow EDS to institute suit against such third party with respect deduct from the royalties due under this Agreement, a sum of money corresponding to a Covered Infringementthe expenses spent by EDS for its defence, and Mylan notifies Penwest within 30 days after receipt limited to half of the royalties due under the current Agreement. It is specified that, irrespective of the eventual consequences of such notice that Mylan desires to institute suit jointlyan adverse judgement on the Patents, the suit shall be brought jointly in the names of both parties and all costs thereof shall be borne equally. Recoveries, if any, whether by judgment, award, decree or settlement, shall, after the reimbursement of each of Penwest and Mylan for its share financial terms of the joint costs Licence and in such actionparticular, be shared between Penwest and Mylan equally; provided however thatthe obligations to pay the royalties specified in article 4, any portion of such net recoveries which constitutes the equivalent of, or damages or payments in lieu of, a royalty measured by the defendant's Net Sales shall will not be shared equally, but shall be shared between Penwest and Mylan in accordance with Section as if they were Mylan's Net Sales. 8.5 If Penwest notifies Mylan that it does not intend to institute suit against such third party with respect to a Covered Infringement, Mylan may institute suit on its ownprejudiced. Mylan shall bear all costs of, and shall exercise all control over, such suit. Recoveries, if any, whether by judgment, award, decree or settlement, shall belong solely to Mylan; provided however that, after reimbursement of Mylan for its costs in such action, any portion of such net recoveries which constitutes the equivalent of, or damages or payments in lieu of, a royalty measured by the defendant's Net Sales shall be shared between Penwest and Mylan in accordance with Section as if they were Mylan's Net Sales. 8.6 Should either Penwest or Mylan commence a suit under the provisions of this Section and thereafter elect to abandon the same, it shall give timely notice to the other party, who mayIn addition, if it so desireswere established that a third party had filed a valid patent, prior to the DSI Patents in a given territory, and this fact were to oblige EDS to sign a patent licence with the third party in order to continue to market the products concerned in that territory; in that event, the products EDS sells in that territory would no longer be joined as a plaintiff included in the suit (or continue as such if it is already one) and continue prosecution basis of such suit. The sharing of expenses and any recovery of such suit shall be as reasonably agreed between Penwest and Mylancalculation for royalties due to the Co-owners.

Infringement. 8.1 Penwest 7.1 If either party shall promptly inform Mylan of any suspected determine that there is a probable infringement of any of the Penwest Patents or Intellectual Property by a Third Party, that party shall promptly notify the infringement or misappropriation other party in writing of the TIMERx Production Technology by a third partyinfringement, 7.2 SGK, to the extent on discovery or notification of such infringement involves the manufactureinfringement, use or sale of the Designated Product in the Territory ("Covered Infringement"). Mylan shall promptly inform Penwest of any suspected infringement of any of the Penwest Patents or infringement or misappropriation of the TIMERx Production Technology, whether or not the same involves a Covered Infringement. 8.2 If the suspected infringement or misappropriation does not involve a Covered Infringement, Penwest may take, or refrain from taking, any action it choosesshall, with or without notice reasonable promptness, refer the matter to Mylan, its intellectual property counsel to perform an infringement evaluation and Mylan shall have no right to take any action with respect to such suspected determine the likelihood of success on the merits of an infringement or misappropriation, nor to any recoveries with respect theretoclaim. If the suspected infringement or misappropriation involves a Covered Infringement, Penwest shall, within 30 days of the first notice referred to in Section , inform Mylan whether or not Penwest intends to institute suit against such third party with respect to a Covered Infringement. Mylan will not take any steps toward instituting suit against any third party involving a Covered Infringement until Penwest has informed Mylan of At its intention pursuant to the previous sentence. 8.3 If Penwest notifies Mylan that it intends to institute suit against a third party with respect to a Covered Infringement, option and Mylan does not agree to join in such suit as provided in Section , Penwest may bring such suit on its own and shall in such event bear all costs of, and shall exercise all control over, such suit. Penwest may, at its expense, bring such action in NANO may retain its own intellectual property counsel to conduct an independent evaluation or to consult with SGK's intellectual property counsel regarding the name of Mylan and/or cause Mylan to be joined in the suit as evaluation under a plaintiff. Recoveries, if any, whether by judgment, award, decree or settlement, shall belong solely to Penwestsuitable joint privilege agreement. 8.4 7.3 If Penwest notifies Mylan SGK determines that it desires the facts pertaining to institute suit infringement and the likelihood of success of any action warrants taking legal action against such third party with respect to a Covered Infringementan infringer, and Mylan notifies Penwest within 30 days after receipt SGK shall advise NANO in writing of such notice determination prior to taking any legal action. If SGK determines that Mylan desires the facts pertaining to institute suit jointly, infringement and the suit shall be brought jointly in the names likelihood of both parties and all costs thereof shall be borne equally. Recoveries, if any, whether by judgment, award, decree or settlement, shall, after the reimbursement success of each of Penwest and Mylan for its share of the joint costs in such any action do not warrant taking legal action, be shared between Penwest and Mylan equally; provided however that, any portion of such net recoveries which constitutes the equivalent of, or damages or payments in lieu of, a royalty measured by the defendant's Net Sales shall not be shared equally, but shall be shared between Penwest and Mylan in accordance with Section as if they were Mylan's Net Sales. 8.5 If Penwest notifies Mylan that it does not intend to institute suit against such third party with respect to a Covered Infringement, Mylan may institute suit on its own. Mylan shall bear all costs of, and shall exercise all control over, such suit. Recoveries, if any, whether by judgment, award, decree or settlement, shall belong solely to Mylan; provided however that, after reimbursement of Mylan for its costs in such action, any portion of such net recoveries which constitutes the equivalent of, or damages or payments in lieu of, a royalty measured by the defendant's Net Sales shall be shared between Penwest and Mylan in accordance with Section as if they were Mylan's Net Sales. 8.6 Should either Penwest or Mylan commence a suit under the provisions of this Section and thereafter elect to abandon the same, it shall give timely notice so advise NANO. If SGK decides not to pursue legal action, NANO shall have the option to elect to bring an infringement action at its own cost and expense. If NANO decides not to bring litigation for patent infringement, SGK shall not hold NANO liable for lack of infringement litigation. 7.4 The parties agree to fully cooperate with and assist each other in any infringement action under the Intellectual Property. If one party brings an infringement action against a Third Party ("litigating party"), the other party, who mayin order to assist in bringing and maintaining the suit, shall: (1) join as a party, if it so desires, be joined as a plaintiff necessary to the maintenance of the infringement action; (ii) grant all lawful permissions and sign all lawful documents necessary in the suit litigating party's judgment to prosecute the action; and (iii) give all truthful testimony requested by the litigating party. 7.5 If any infringement action taken shall prove successful and the litigating party shall collect monies by judgment or continue as settlement, and provided the other party complies with Section 7.4, the litigating shall: (1) deduct its intellectual property counsel fees and other reasonable expenses attendant to such action, including without limitation expert fees; and (ii) then shall pay to the other party twenty-five (25%) percent of the balance of monies collected by judgment or settlement. 7.6 Neither party may settle an infringement claim without the prior approval of the other party if it is already one) and continue prosecution such settlement would affect the rights of such suit. The sharing of expenses and any recovery of such suit shall be as reasonably agreed between Penwest and Mylanthe other party in the Licensed Patents.

Infringement. 8.1 Penwest 11.1 During the term of this Agreement, LICENSEE has the first option to police the Licensed Patents, Products and Processes against infringement by other parties within the Territory and the Field of Use. This right to police includes defending any action for declaratory judgment of noninfringement or invalidity; and prosecuting, defending or settling all infringement and declaratory judgment actions at its expense and through counsel of its selection, except that LICENSEE shall promptly inform Mylan make any such settlement only with the advice and consent of MICHIGAN. MICHIGAN shall provide reasonable assistance to LICENSEE with respect to such actions, but only if LICENSEE reimburses MICHIGAN for out-of-pocket expenses incurred in connection with any suspected such assistance rendered at LICENSEE’s request or reasonably required by MICHIGAN. If LICENSEE elects to institute any such action or suit, MICHIGAN agrees to be named as a nominal party therein. MICHIGAN retains the right to participate, with counsel of its own choosing and at its own expense, in any action under this Paragraph 11.1. 11.2 If LICENSEE institutes an action for infringement of any of the Penwest Patents a Licensed Patent or the infringement defends a declaratory judgment or misappropriation of the TIMERx Production Technology by a third party, to the extent such infringement involves the manufacture, use or sale of the Designated Product in the Territory ("Covered Infringement"). Mylan shall promptly inform Penwest of any suspected infringement of any of the Penwest Patents or infringement or misappropriation of the TIMERx Production Technology, whether or not the same involves a Covered Infringement. 8.2 If the suspected infringement or misappropriation does not involve a Covered Infringement, Penwest may take, or refrain from taking, any action it chooses, with or without notice to Mylan, and Mylan shall have no right to take any other action with respect to such suspected infringement a Licensed Patent and receives settlement payments or misappropriationdamages awarded, nor LICENSEE may first recover (A) actual outside attorney fees and other direct, out-of-pocket litigation expenses (not to include any compensation paid to employees of LICENSEE or Affiliates) paid and unrecovered by LICENSEE, (B) compensation for violation of rights other than rights relating to the Licensed Patents, (C) enhanced damages for willfulness, including punitive or treble damages; from any sums remaining, MICHIGAN shall be entitled to one percent of the net sales of Products and Processes of other parties subject to any recoveries with respect theretosuch settlement, verdict, or judgment. Amounts due to MICHIGAN under this Paragraph shall not exceed any such sums remaining. If the suspected infringement LICENSEE has paid or misappropriation involves a Covered Infringement, Penwest shall, within 30 days of the first notice referred pays an annual fee to in Section , inform Mylan whether or not Penwest intends to institute suit against such third party with respect to a Covered Infringement. Mylan will not take any steps toward instituting suit against any third party involving a Covered Infringement until Penwest has informed Mylan of its intention pursuant to the previous sentence. 8.3 If Penwest notifies Mylan that it intends to institute suit against a third party with respect to a Covered Infringement, and Mylan does not agree to join in such suit as provided in Section , Penwest may bring such suit on its own and shall in such event bear all costs of, and shall exercise all control over, such suit. Penwest may, at its expense, bring such action MICHIGAN under Paragraph 4.5 in the name of Mylan and/or cause Mylan to be joined in same year LICENSEE receives a payment or award as set out above, then LICENSEE may credit that annual fee against the suit as a plaintiff. Recoveries, if any, whether by judgment, award, decree or settlement, shall belong solely to Penwest. 8.4 If Penwest notifies Mylan that it desires to institute suit against such third party with respect to a Covered Infringement, and Mylan notifies Penwest within 30 days after receipt of such notice that Mylan desires to institute suit jointly, the suit shall be brought jointly in the names of both parties and all costs thereof shall be borne equally. Recoveries, if any, whether by judgment, award, decree or settlement, shall, after the reimbursement of each of Penwest and Mylan for its share of the joint costs payment or award otherwise due to MICHIGAN, exactly as if that share represented additional royalties due from LICENSEE, pursuant to Paragraph 4.5. 11.3 If LICENSEE fails to take action to ▇▇▇▇▇ any alleged infringement of a Licensed Patent within six (6) months of a request by MICHIGAN to do so (or within a shorter period if required to preserve the legal rights of MICHIGAN under the laws of any relevant government or political subdivision thereof), then MICHIGAN has the right to take such action (including prosecution of a suit) at its expense and LICENSEE shall use reasonable efforts to cooperate in such action, at LICENSEE’s expense. If MICHIGAN elects to institute any such action or suit, LICENSEE agrees to be shared between Penwest and Mylan equally; provided however thatnamed as a nominal party therein. MICHIGAN has full authority to settle on such terms as MICHIGAN determines, any portion of such net recoveries which constitutes the equivalent of, or damages or payments in lieu of, a royalty measured by the defendant's Net Sales except that MICHIGAN shall not be shared equally, but shall be shared between Penwest and Mylan in accordance with Section as if they were Mylan's Net Sales. 8.5 If Penwest notifies Mylan that reach any settlement whereby it does not intend to institute suit against such licenses a third party with respect to a Covered Infringement, Mylan may institute suit on its own. Mylan shall bear all costs of, and shall exercise all control over, such suit. Recoveries, if any, whether by judgment, award, decree or settlement, shall belong solely to Mylan; provided however that, after reimbursement of Mylan for its costs in such action, under any portion of such net recoveries which constitutes the equivalent of, or damages or payments in lieu of, a royalty measured by the defendant's Net Sales shall be shared between Penwest and Mylan in accordance with Section as if they were Mylan's Net Sales. 8.6 Should either Penwest or Mylan commence a suit under the provisions of this Section and thereafter elect to abandon the same, it shall give timely notice to the other party, who may, if it so desires, be joined as a plaintiff Licensed Patents in the suit Territory and the Field of Use without the consent of LICENSEE, which consent LICENSEE can withhold for any reason. MICHIGAN retains one hundred percent (or continue as such if it is already one100%) and continue prosecution of such suit. The sharing of expenses and any recovery of such suit shall be as reasonably agreed between Penwest and Mylan.or settlement under this

Infringement. 8.1 Penwest 22.1 Subject to Section 22.2, CWRU shall promptly inform Mylan of have the sole right to initiate, control, defend and/or settle any suspected proceedings involving the validity, enforceability or infringement of any Patent(s) when in its sole judgment such action may be necessary, proper, and justified. 22.2 Upon written notice to NeoIndicate, Sublicensee may ask Licensee to request that CWRU take steps to stop a Third Party who is selling a product that does or will compete with a Product sold or being developed by Licensee or any of its affiliates (but not a sublicensee, or sublicensee affiliate) (“Third Party Infringer”) from infringing an issued patent falling within the Penwest Patents definition of Patent(s) by providing CWRU with written evidence demonstrating prima facie infringement of specific claims of such Patent. Licensee shall have the right to initiate legal proceedings against any such Third-Party Infringer in its own name and at Licensee’s sole expense, unless CWRU, not later than ninety (90) days after receipt of such notice, either (i) causes such infringement to cease or (ii) initiates legal proceedings against the infringement Third-Party Infringer. NeoIndicate shall cause CWRU to join in any proceedings commenced by Sublicensee if requested by Sublicensee and if such joinder is required for the purpose of Sublicensee’s standing. Sublicensee may not take steps on its own to stop a Third Party Infringer. Any proposed disposition or misappropriation settlement of a legal proceeding filed by Licensee to enforce any issued patent falling within the TIMERx Production Technology definition of Patent(s) against any Third-Party Infringer shall be subject to CWRU’s prior written approval, which approval shall not be unreasonably withheld or delayed. Notwithstanding the foregoing, Licensee’s rights under this Section 22.2 shall apply only to claims of Patent(s) that are exclusively licensed to Licensee under this Agreement and only in the Field of Use and territory which are exclusively licensed to Licensee under this Agreement. 22.3 Any recovery, whether by way of settlement or judgment, from a third partyparty pursuant to a legal proceeding initiated in accordance with Section 22.2 shall first be used to reimburse the party initiating such legal proceedings for its actual fees, costs and expenses incurred in connection with such proceeding. The balance of such recovery, after deduction of all documented legal fees, shall be deemed to be NRSI in accordance with this Agreement and the Licensee’s obligations under Section 5 shall apply to such NRSI, on which divided seventy-five percent (75%) to the extent party that initiated the legal proceeding and twenty- five percent (25%) to the other party. 22.4 In the event a party initiates or defends a legal proceeding concerning any Patent pursuant to Section 22, the other party shall cooperate fully with and supply all assistance reasonably requested by the party initiating such infringement involves proceeding, including without limitation, joining the manufacture, use or sale of proceeding as a party if requested (at the Designated Product in the Territory ("Covered Infringement"initiating party’s sole cost). Mylan Subject to Section 22.2, the party that institutes any legal proceeding concerning any Patent pursuant to Section 22 shall promptly inform Penwest have sole control of that proceeding. 22.5 Notwithstanding the pendency of any suspected infringement of any of the Penwest Patents (or infringement other) claim or misappropriation of the TIMERx Production Technologyaction by or against Licensee, whether or not the same involves a Covered Infringement. 8.2 If the suspected infringement or misappropriation does not involve a Covered Infringement, Penwest may take, or refrain from taking, any action it chooses, with or without notice to Mylan, and Mylan Licensee shall have no right to take terminate or suspend (or escrow) payment of any action with respect amounts required to such suspected infringement or misappropriation, nor be paid to any recoveries with respect thereto. If the suspected infringement or misappropriation involves a Covered Infringement, Penwest shall, within 30 days of the first notice referred to in Section , inform Mylan whether or not Penwest intends to institute suit against such third party with respect to a Covered Infringement. Mylan will not take any steps toward instituting suit against any third party involving a Covered Infringement until Penwest has informed Mylan of its intention CWRU pursuant to the previous sentencethis Agreement. 8.3 If Penwest notifies Mylan that it intends to institute suit against a third party with respect to a Covered Infringement, and Mylan does not agree to join in such suit as provided in Section , Penwest may bring such suit on its own and shall in such event bear all costs of, and shall exercise all control over, such suit. Penwest may, at its expense, bring such action in the name of Mylan and/or cause Mylan to be joined in the suit as a plaintiff. Recoveries, if any, whether by judgment, award, decree or settlement, shall belong solely to Penwest. 8.4 If Penwest notifies Mylan that it desires to institute suit against such third party with respect to a Covered Infringement, and Mylan notifies Penwest within 30 days after receipt of such notice that Mylan desires to institute suit jointly, the suit shall be brought jointly in the names of both parties and all costs thereof shall be borne equally. Recoveries, if any, whether by judgment, award, decree or settlement, shall, after the reimbursement of each of Penwest and Mylan for its share of the joint costs in such action, be shared between Penwest and Mylan equally; provided however that, any portion of such net recoveries which constitutes the equivalent of, or damages or payments in lieu of, a royalty measured by the defendant's Net Sales shall not be shared equally, but shall be shared between Penwest and Mylan in accordance with Section as if they were Mylan's Net Sales. 8.5 If Penwest notifies Mylan that it does not intend to institute suit against such third party with respect to a Covered Infringement, Mylan may institute suit on its own. Mylan shall bear all costs of, and shall exercise all control over, such suit. Recoveries, if any, whether by judgment, award, decree or settlement, shall belong solely to Mylan; provided however that, after reimbursement of Mylan for its costs in such action, any portion of such net recoveries which constitutes the equivalent of, or damages or payments in lieu of, a royalty measured by the defendant's Net Sales shall be shared between Penwest and Mylan in accordance with Section as if they were Mylan's Net Sales. 8.6 Should either Penwest or Mylan commence a suit under the provisions of this Section and thereafter elect to abandon the same, it shall give timely notice to the other party, who may, if it so desires, be joined as a plaintiff in the suit (or continue as such if it is already one) and continue prosecution of such suit. The sharing of expenses and any recovery of such suit shall be as reasonably agreed between Penwest and Mylan.

Infringement. 8.1 Penwest shall promptly inform Mylan of A. If any suspected infringement of any unmodified part of the Penwest Patents Licensed Products provided to Licensee by Licensor is alleged or the infringement or misappropriation held to infringe a proprietary right of the TIMERx Production Technology by a third party, Licensor shall, at its own expense, and in its sole discretion, either: (1) procure for Licensee and the end-users or customers of Licensee the right to continue to use the allegedly infringing Licensed Products; or (2) replace or modify the Licensed Products to make them non-infringing. B. Licensor shall defend, at its own expense (or in Licensor's discretion, settle), indemnify and hold the Licensee harmless from and against any loss, injury, demand, cost, expense or claim (including reasonable attorneys' fees) arising out of any allegation that the Licensed Products infringe any patents, copyrights, trade secrets or other proprietary rights of any third party ("Claim of Infringement"), provided that the Licensee timely notifies Licensor in writing of any such claim, provided that failure to timely notify Licensor shall not constitute a defense unless Licensor is harmed as a result. (i) In furtherance of the foregoing, Licensor agrees to defend any claims or suits brought against the Licensee, and will indemnify and hold harmless such Licensee against any award of damages and costs made against Licensee by settlement or a final judgment of a court of competent jurisdiction in any suit at law or in equity insofar as, and only to the extent such infringement involves that, the manufacturesame is based on a claim by any Person (other than USO, use BN or sale any of their respective Affiliates) that the Designated Product in Licensed Products owned and delivered by Licensor or any direct or indirect subsidiary under this Agreement infringe any patent issued by any country within the Territory (a "Covered InfringementPatent Infringement Claim"). Mylan The Licensee shall give Licensor prompt written notice of any Patent Infringement Claim against Licensee. Licensor shall give Licensee prompt written notice of any Patent Infringement Claims against Licensor. (ii) Licensor shall have control over the defense of any Patent Infringement Claim, including appeals, negotiations and the right to effect a settlement or compromise thereof, provided that (i) Licensor may not partially settle any Patent Infringement Claim without the written consent of Licensee, unless such settlement releases Licensee fully from such claim, (ii) Licensor shall promptly inform Penwest provide Licensee with copies of all pleadings or similar document relating to any suspected infringement of any of Patent Infringement Claim, (iii) Licensor shall consult with the Penwest Patents or infringement or misappropriation of the TIMERx Production Technology, whether or not the same involves a Covered Infringement. 8.2 If the suspected infringement or misappropriation does not involve a Covered Infringement, Penwest may take, or refrain from taking, any action it chooses, with or without notice to Mylan, and Mylan shall have no right to take any action Licensee with respect to such suspected infringement or misappropriationthe defense and settlement of any Patent Infringement Claim, nor and (iv) in any litigation to any recoveries with respect thereto. If the suspected infringement or misappropriation involves which Licensee is a Covered Infringementparty, Penwest shall, within 30 days of the first notice referred Licensee shall be entitled to in Section , inform Mylan whether or not Penwest intends to institute suit against such third party with respect to a Covered Infringement. Mylan will not take any steps toward instituting suit against any third party involving a Covered Infringement until Penwest has informed Mylan be separately represented at its own expense by counsel of its intention pursuant to the previous sentenceown selection. 8.3 If Penwest notifies Mylan that it intends (iii) Should any Licensed Products become or, in Licensor's opinion, be likely to institute suit against a third party with respect to a Covered Infringementbecome, and Mylan does not agree to join in such suit as provided in Section the subject of any Patent Infringement Claim, Penwest may bring such suit on its own and shall in such event bear all costs of, and shall exercise all control over, such suit. Penwest mayLicensor shall, at its sole option and expense, bring and for purposes of eliminating or mitigating any indemnification obligations hereunder (a) procure the right for the Licensee to continue using the Licensed Products or (b) replace or modify such action in the name of Mylan and/or cause Mylan to be joined in the suit as a plaintiff. Recoveries, if any, whether by judgment, award, decree or settlement, shall belong solely to Penwest. 8.4 If Penwest notifies Mylan Licensed Products so that it desires to institute suit against such third party with respect to a Covered Infringement, and Mylan notifies Penwest within 30 days after receipt of such notice they become non-infringing (provided that Mylan desires to institute suit jointly, the suit shall be brought jointly in the names of both parties and all costs thereof shall be borne equally. Recoveries, if any, whether by judgment, award, decree or settlement, shall, after the reimbursement of each of Penwest and Mylan for its share of the joint costs in such action, be shared between Penwest and Mylan equally; provided however that, any portion of such net recoveries which constitutes the equivalent of, or damages or payments in lieu of, a royalty measured by the defendant's Net Sales shall not be shared equally, but shall be shared between Penwest and Mylan in accordance with Section as if they were Mylan's Net Sales. 8.5 If Penwest notifies Mylan that it does not intend to institute suit against such third party with respect to a Covered Infringement, Mylan may institute suit on its own. Mylan shall bear all costs of, and shall exercise all control over, such suit. Recoveries, if any, whether by judgment, award, decree or settlement, shall belong solely to Mylan; provided however that, after reimbursement of Mylan for its costs in such action, any portion of such net recoveries which constitutes the equivalent of, or damages or payments in lieu of, a royalty measured by the defendant's Net Sales shall be shared between Penwest and Mylan in accordance with Section as if they were Mylan's Net Sales. 8.6 Should either Penwest or Mylan commence a suit under the provisions of this Section and thereafter elect paragraph D shall apply to abandon the same, it any such modified Licensed Products). (iv) Licensor shall give timely notice have no liability for any Patent Infringement Claim or any other claim of intellectual property infringement or trade secret misappropriation to the extent (A) such infringement is based upon adherence to specifications, designs or instructions furnished by Licensee, (B) such claim is based upon the combination, operation or use of any Licensed Products with products or content owned by any Person other partythan Licensor, who may(C) such claim is based upon the combination by the Licensee of any Licensed Products or modification of any products or content supplied by any Person other than Licensor, (D) such claim is based upon an authorized Licensee's use of a Licensed Product in a manner which is inconsistent with the terms of this Agreement and if such infringement would not have occurred except for such use or (E) such claim is based upon use of a version of the Licensed Products other than the latest version of the Licensed Products, if it so desires, be joined as a plaintiff such claim could have been avoided by use of the latest version and such latest version has been made reasonably available to Licensee in accordance with the suit (or continue as such if it is already one) and continue prosecution terms of such suit. The sharing of expenses and any recovery of such suit shall be as reasonably agreed between Penwest and Mylanthis Agreement.

Infringement. 8.1 Penwest shall promptly inform Mylan of any suspected infringement of any of the Penwest Patents or the infringement or misappropriation of the TIMERx Production Technology by a third party, to the extent such infringement involves the manufacture, use or sale of the Designated Product in the Territory ("Covered Infringement"). Mylan shall promptly inform Penwest of any suspected infringement of any of the Penwest Patents or infringement or misappropriation of the TIMERx Production Technology, whether or not the same involves a Covered Infringement. 8.2 If the suspected infringement or misappropriation does not involve a Covered Infringement, Penwest may take, or refrain from taking, any action it chooses, with or without notice to Mylan, and Mylan shall have no right to take any action with respect to such suspected infringement or misappropriation, nor to any recoveries with respect thereto. If the suspected infringement or misappropriation involves a Covered Infringement, Penwest 9..1 TTC shall, within 30 days of the first notice referred to in Section , inform Mylan whether or not Penwest intends to institute suit against such third party with respect to a Covered Infringement. Mylan will not take any steps toward instituting suit against any third party involving a Covered Infringement until Penwest has informed Mylan of its intention pursuant to the previous sentence. 8.3 If Penwest notifies Mylan that it intends to institute suit against a third party with respect to a Covered Infringement, and Mylan does not agree to join in such suit as provided in Section , Penwest may bring such suit on its own and shall in such event bear all costs of, and shall exercise all control over, such suit. Penwest may, at its expense, bring such action take all reasonable steps to protect and enforce all patents which issue under the LICENSED PATENT against infringement by any person, firm, corporation or other entity. In furtherance and not in limitation of the name of Mylan and/or cause Mylan to be joined in the suit as a plaintiff. Recoveriesforegoing, if any, whether by judgment, award, decree or settlement, shall belong solely to Penwest. 8.4 If Penwest notifies Mylan TTC agrees that it desires to institute shall promptly investigate any allegations of possible infringement of which it may become aware from any source. In the event that either LICENSOR or LICENSEE determines that a third party is making, producing, assembling, using, marketing, advertising, selling, leasing, distributing, installing, servicing or maintaining a product that may infringe an issued patent of the LICENSED PATENT, such party will promptly notify the other party thereof in writing. TTC may, at its sole option, bring suit against such third party with respect alleged infringer in its name or in LICENSEE's name or in both names as may be required to a Covered Infringement, and Mylan notifies Penwest within 30 establish jurisdiction. TTC shall have thirty (30) days after receipt of notice from LICENSEE in which to decide if it will bring suit and to so notify LICENSEE. All recoveries in any such suit shall belong to TTC, except that LICENSEE shall have the right to elect to pay up to fifty percent (50%) of the litigation costs and receive a percentage of any recovery equal to the percentage of litigation costs actually paid. LICENSEE must make such election within thirty (30) days of its receipt of notice that Mylan desires TTC has decided to institute bring suit. LICENSEE shall also have the right to choose to be represented by separate counsel in any such suit jointly, the suit shall be brought jointly in the names of both parties and all costs thereof shall be borne equallyat its own expense. Recoveries, if any, whether by judgment, award, decree or settlement, shall, after the reimbursement of each of Penwest and Mylan Such expense for its share of the joint costs in such action, be shared between Penwest and Mylan equally; provided however that, any portion of such net recoveries which constitutes the equivalent of, or damages or payments in lieu of, a royalty measured by the defendant's Net Sales separate counsel shall not be shared equally, but shall be shared between Penwest and Mylan considered as part of "litigation costs" for purposes of determining LICENSEE's share of any recovery in accordance with Section the sentence above. If TTC elects not to bring a suit against the alleged infringer, or fails to notify LICENSEE within thirty (30) days after receipt of notice of an actual or claimed infringement, then LICENSEE shall thereafter have the right to commence such action at its own cost and expense, in which case any recoveries shall belong to LICENSEE. In any such suit by LICENSEE, LICENSOR shall have rights of participation and recovery that are the same as if they were MylanLICENSEE's Net Salesrights as provided above when TTC elects to ▇▇▇, subject to the same time constraints on its ability to do so. 8.5 If Penwest notifies Mylan that it does not intend 9..2 If, to institute suit against avoid infringement of a third party patent, LICENSEE or any of its sublicensees pays royalties to a third party to enable LICENSEE or such sublicensee to make, produce, assemble, use, market, advertise, sell, lease, distribute, install, service or maintain the LICENSED PRODUCTS, then the royalties paid by LICENSEE or its sublicensee to any such third party with respect to a Covered Infringement, Mylan may institute suit on its own. Mylan shall bear all costs of, and shall exercise all control over, such suit. Recoveries, if any, whether by judgment, award, decree or settlement, shall belong solely to Mylan; provided however that, after reimbursement of Mylan for its costs in such action, any portion of such net recoveries which constitutes the equivalent of, or damages or payments in lieu of, a royalty measured by the defendant's Net Sales shall be shared between Penwest and Mylan in accordance with Section as if they were Mylan's Net Sales. 8.6 Should either Penwest or Mylan commence a suit under the provisions of this Section and thereafter elect to abandon the same, it shall give timely notice to the other party, who may, if it so desires, be joined used as a plaintiff in credit against the suit (earned royalties or continue as such if it is already one) and continue prosecution of such suit. The sharing of expenses and any recovery of such suit shall be as reasonably agreed between Penwest and Mylansublicense fees owed by LICENSEE to LICENSOR under this Agreement.

Infringement. 8.1 Penwest shall CSURF and Licensee agree to promptly inform Mylan the other party in writing of any suspected infringement of the Patent Rights or Technical Information along with any available evidence of such infringement lawfully in the possession of Licensee or its Sublicensees. 7.5.1 Licensee has the first right to enforce the Patent Rights in the Field and Territory against infringers or otherwise act to eliminate infringement at its sole cost and expense provided Licensee keeps CSURF fully informed with the right and opportunity to advise and comment. CSURF will reasonably cooperate, at Licensee’s expense, in any such actions. Licensee shall act in good faith to preserve CSURF’s right, title and interest in and to the Patent Rights. Licensee shall pay to CSURF 25% of any recovery in such suit or settlement, net of all reasonable and documented out-of-pocket costs and expenses associated with such suit or settlement 7.5.2 If any infringement of the Penwest Patents Patent Rights which could, in the reasonable judgment of CSURF, be discontinued has not been discontinued within six (6) months after written request by Licensee to CSURF, and Licensee and any Sublicensee have fully cooperated, or if CSURF has not by the end of such period taken action intended to a▇▇▇▇ or terminate the infringing action, and: (i) Licensee’s rights under the Patent Rights are sufficient to give Licensee standing to enforce the Patent Rights without CSURF or CSU; and (ii) Licensee provides CSURF with an unambiguous opinion of an outside patent counsel that the complained of activity is an infringement or misappropriation and that enforcement of the TIMERx Production Technology by Patent Rights will not constitute patent misuse or abuse, then Licensee shall have the right to file a third partylawsuit to seek to stop such activity at its own cost and expense. CSURF may join in such proceedings if it elects to do so in its sole discretion. CSURF will reasonably cooperate, at Licensee’s expense, in any such actions. Licensee shall act in good faith to preserve CSURF’s right, title and interest in and to the extent such infringement involves Patent Rights and shall keep CSURF advised as to the manufacture, use or sale status of the Designated Product in the Territory ("Covered Infringement")litigation. Mylan Licensee shall promptly inform Penwest pay to CSURF 25% of any suspected infringement recovery in such suit or settlement, net of any of the Penwest Patents all reasonable and documented out-of- pocket costs and expenses associated with such suit or infringement or misappropriation of the TIMERx Production Technology, whether or not the same involves a Covered Infringementsettlement. 8.2 If the suspected infringement or misappropriation does 7.5.3 Licensee is not involve a Covered Infringement, Penwest may take, or refrain from taking, permitted to settle any action that would impose any material obligation on or make any admission of fault on behalf of CSURF, including compromising the Patent Rights, without CSURF’s express written consent, which it chooses, with or without notice to Mylan, and Mylan may withhold. Nothing herein shall have no right to take any action with respect to such suspected infringement or misappropriation, nor to any recoveries with respect thereto. If the suspected infringement or misappropriation involves a Covered Infringement, Penwest shall, within 30 days of the first notice referred to in Section , inform Mylan whether or not Penwest intends to institute suit against prevent CSURF from requiring that Licensee grant such third party infringer a sublicense permitting such infringer of the Patent Rights to practice under the Patent Rights if such practice is allowed under a settlement arrangement entered into by CSURF in good faith with respect to a Covered Infringement. Mylan will not take any steps toward instituting suit against any third party involving a Covered Infringement until Penwest has informed Mylan of its intention pursuant to the previous sentence. 8.3 If Penwest notifies Mylan that it intends to institute suit against a third party with respect to a Covered Infringement, and Mylan does not agree to join in such suit as provided in Section , Penwest may bring such suit on its own and shall in such event bear all costs of, and shall exercise all control over, such suit. Penwest may, at its expense, bring such action in the name of Mylan and/or cause Mylan to be joined in the suit as a plaintiff. Recoveries, if any, whether by judgment, award, decree or settlement, shall belong solely to Penwestinfringer. 8.4 If Penwest notifies Mylan that it desires to institute suit against such third party with respect to a Covered Infringement, and Mylan notifies Penwest within 30 days after receipt of such notice that Mylan desires to institute suit jointly, the suit shall be brought jointly in the names of both parties and all costs thereof shall be borne equally. Recoveries, if any, whether by judgment, award, decree or settlement, shall, after the reimbursement of each of Penwest and Mylan for its share of the joint costs in such action, be shared between Penwest and Mylan equally; provided however that, any portion of such net recoveries which constitutes the equivalent of, or damages or payments in lieu of, a royalty measured by the defendant's Net Sales shall not be shared equally, but shall be shared between Penwest and Mylan in accordance with Section as if they were Mylan's Net Sales. 8.5 If Penwest notifies Mylan that it does not intend to institute suit against such third party with respect to a Covered Infringement, Mylan may institute suit on its own. Mylan shall bear all costs of, and shall exercise all control over, such suit. Recoveries, if any, whether by judgment, award, decree or settlement, shall belong solely to Mylan; provided however that, after reimbursement of Mylan for its costs in such action, any portion of such net recoveries which constitutes the equivalent of, or damages or payments in lieu of, a royalty measured by the defendant's Net Sales shall be shared between Penwest and Mylan in accordance with Section as if they were Mylan's Net Sales. 8.6 Should either Penwest or Mylan commence a suit under the provisions of this Section and thereafter elect to abandon the same, it shall give timely notice to the other party, who may, if it so desires, be joined as a plaintiff in the suit (or continue as such if it is already one) and continue prosecution of such suit. The sharing of expenses and any recovery of such suit shall be as reasonably agreed between Penwest and Mylan.

Infringement. 8.1 Penwest 7.1 GTx shall inform UTRC and UTRC shall inform GTx, promptly inform Mylan in writing of any suspected alleged assertion and/or claim of infringement of the Licensed Patents by a Third Party and of any available evidence thereof. 7.2 GTx shall have the right, but shall not be obligated, to prosecute at its own expense all infringements of the Licensed Patents and, in furtherance of such right, UTRC hereby agrees that GTx may include UTRC as a party plaintiff in any such suit, without expense to UTRC. The total cost of any such infringement action commenced or defended by GTx shall be borne by GTx. After deduction of outstanding expenses, including attorneys fees of GTx, the balance remaining from any such recovery shall be divided equally between GTx and UTRC until UTRC shall have recovered in full any royalty payments to which it would have been otherwise entitled to receive hereunder, but for such infringement, and any remaining balance, if any, shall be retained by GTx. No settlement, consent, judgment or other voluntary dismissal of such suits may be entered into without the consent of UTRC, provided that such consent shall not be unreasonably withheld and that UTRC shall not condition such consent on an increase in payments to UTRC hereunder. 7.3 If within six (6) months after having been notified of an alleged infringement, GTx has not brought or is not diligently prosecuting an infringement action, or if GTx has notified UTRC at any time prior thereto of its intention not to bring suit against any alleged infringement of the Patents, then, and in those events only, UTRC shall have the right, but shall not be obligated, to prosecute at its own expense any infringement of the Licensed Patents, and UTRC may, for such purposes, use the name of GTx as party plaintiff. No settlement, consent judgment or other voluntary final disposition of the suit may be entered into without the consent of GTx, which consent shall not unreasonably be withheld. After deduction of outstanding expenses of UTRC, including attorney fees and any expenses of GTx, including attorney fees incurred prior to UTRC's pursuit of such infringement, the balance remaining from any such recovery shall be divided equally between GTx and UTRC. 7.4 In the event that GTx undertakes the enforcement and/or defense of the Licensed Patents by litigation or an inter partes proceeding in the United States or a foreign country against a Third Party, GTx may withhold up to [ * ] of the payments otherwise thereafter due UTRC under Article 4 that are attributable to sales in the country where such litigation or inter partes proceeding takes place and apply the same toward reimbursement of up to half of GTx's expenses, including reasonable attorneys' fees, in connection therewith. GTx may not withhold any portion of the payments due UTRC under Article 4 in the event that GTx undertakes the enforcement and/or defense of the Licensed Patents by litigation or an inter partes proceeding in the United States or a foreign country against an Affiliate, a Joint Alliance Party or a Residual Alliance Party. Any recovery of damages by GTx for each such suit shall be applied first in satisfaction of any unreimbursed expenses and legal fees of GTx relating to such suit, and next toward reimbursement of UTRC for any payments under Article 4 past due or withheld and applied pursuant to this Article 7. 7.5 In the event that a declaratory judgment action alleging invalidity or noninfringement of any of the Penwest Licensed Patents or the infringement or misappropriation of the TIMERx Production Technology by a third party, to the extent such infringement involves the manufacture, use or sale of the Designated Product in the Territory ("Covered Infringement"). Mylan shall promptly inform Penwest of any suspected infringement of any of the Penwest Patents or infringement or misappropriation of the TIMERx Production Technology, whether or not the same involves a Covered Infringement. 8.2 If the suspected infringement or misappropriation does not involve a Covered Infringement, Penwest may take, or refrain from taking, any action it chooses, with or without notice to Mylan, and Mylan shall have no right to take any action with respect to such suspected infringement or misappropriation, nor to any recoveries with respect thereto. If the suspected infringement or misappropriation involves a Covered Infringement, Penwest shall, within 30 days of the first notice referred to in Section , inform Mylan whether or not Penwest intends to institute suit against such third party with respect to a Covered Infringement. Mylan will not take any steps toward instituting suit against any third party involving a Covered Infringement until Penwest has informed Mylan of its intention pursuant to the previous sentence. 8.3 If Penwest notifies Mylan that it intends to institute suit against a third party with respect to a Covered Infringement, and Mylan does not agree to join in such suit as provided in Section , Penwest may bring such suit on its own and shall in such event bear all costs of, and shall exercise all control over, such suit. Penwest may, at its expense, bring such action in the name of Mylan and/or cause Mylan to be joined in the suit as a plaintiff. Recoveries, if any, whether by judgment, award, decree or settlement, shall belong solely to Penwest. 8.4 If Penwest notifies Mylan that it desires to institute suit against such third party with respect to a Covered Infringement, and Mylan notifies Penwest within 30 days after receipt of such notice that Mylan desires to institute suit jointly, the suit shall be brought jointly in against UTRC, GTx at its option shall have the names right, within thirty (30) days after commencement of both parties and all costs thereof shall be borne equally. Recoveries, if any, whether by judgment, award, decree or settlement, shall, after the reimbursement of each of Penwest and Mylan for its share of the joint costs in such action, be shared between Penwest to intervene and Mylan equally; provided however that, any portion take over the sole defense of such net recoveries which constitutes the equivalent of, or damages or payments in lieu of, a royalty measured by the defendant's Net Sales shall not be shared equally, but shall be shared between Penwest and Mylan in accordance with Section as if they were Mylan's Net Salesaction at its own expense. 8.5 If Penwest notifies Mylan that it does not intend to institute suit against such third party with respect to a Covered Infringement, Mylan may institute suit on its own. Mylan shall bear all costs of, and shall exercise all control over, such suit. Recoveries, if any, whether by judgment, award, decree or settlement, shall belong solely to Mylan; provided however that, after reimbursement of Mylan for its costs in such action, any portion of such net recoveries which constitutes the equivalent of, or damages or payments in lieu of, a royalty measured by the defendant's Net Sales shall be shared between Penwest and Mylan in accordance with Section as if they were Mylan's Net Sales. 8.6 Should either Penwest or Mylan commence a suit under the provisions of this Section and thereafter elect to abandon the same, it shall give timely notice to the other party, who may, if it so desires, be joined as a plaintiff in the suit (or continue as such if it is already one) and continue prosecution of such suit. The sharing of expenses and any recovery of such suit shall be as reasonably agreed between Penwest and Mylan.

Infringement. 8.1 Penwest 11.1 During the term of this Agreement, LICENSEE has the first option to police the Licensed Inventions and Products against infringement by other parties within the Territory and the Field of Use. This right to police includes defending any action for declaratory judgment of noninfringement or invalidity; and prosecuting, defending or settling all infringement and declaratory judgment actions at its expense and through counsel of its selection, except that LICENSEE shall promptly inform Mylan make any such settlement only with the advice and consent of GMIP. GMIP shall provide reasonable assistance to LICENSEE with respect to such actions, but only if LICENSEE reimburses GMIP for out-of-pocket expenses incurred in connection with any suspected such assistance rendered at LICENSEE’S request or reasonably required by GMIP. If LICENSEE elects to institute any such action or suit, GMIP agrees to be named as a nominal party therein. GMIP retains the right to participate, with counsel of its own choosing and at its own expense, in any action under this § 11.1. 11.2 If LICENSEE institutes an action for infringement of any of the Penwest Patents a Licensed Invention or the infringement defends a declaratory judgment or misappropriation of the TIMERx Production Technology by a third party, to the extent such infringement involves the manufacture, use or sale of the Designated Product in the Territory ("Covered Infringement"). Mylan shall promptly inform Penwest of any suspected infringement of any of the Penwest Patents or infringement or misappropriation of the TIMERx Production Technology, whether or not the same involves a Covered Infringement. 8.2 If the suspected infringement or misappropriation does not involve a Covered Infringement, Penwest may take, or refrain from taking, any action it chooses, with or without notice to Mylan, and Mylan shall have no right to take any other action with respect to such suspected infringement a Licensed Invention and receives settlement payments or misappropriationdamages awarded, nor LICENSEE may first recover actual outside attorney fees and other direct, out-of pocket litigation expenses (not to include any recoveries with respect thereto. If the suspected infringement compensation paid to employees of LICENSEE or misappropriation involves a Covered Infringement, Penwest shall, within 30 days of the first notice referred to in Section , inform Mylan whether or not Penwest intends to institute suit against such third party with respect to a Covered Infringement. Mylan will not take any steps toward instituting suit against any third party involving a Covered Infringement until Penwest has informed Mylan of its intention pursuant to the previous sentence. 8.3 If Penwest notifies Mylan that it intends to institute suit against a third party with respect to a Covered Infringement, Affiliates) paid and Mylan does not agree to join in such suit as provided in Section , Penwest may bring such suit on its own and shall in such event bear all costs ofunrecovered by LICENSEE, and shall exercise include only the remaining balance of damages awarded as lost revenue in its Gross Revenue, and all control overother punitive awards shall be shared with GMIP at fifty percent (50%). 11.3 If LICENSEE fails to take action to a▇▇▇▇ any alleged infringement of a Licensed Invention within sixty (60) days (or less if required to preserve the legal rights of GMIP under the laws of any relevant government or political subdivision thereof) of a request by GMIP to do so, then GMIP has the right to take such action (including prosecution of a suit. Penwest may, ) at its expense, bring such action in the name of Mylan and/or cause Mylan expense and LICENSEE shall use reasonable efforts to be joined in the suit as a plaintiff. Recoveries, if any, whether by judgment, award, decree or settlement, shall belong solely to Penwest. 8.4 If Penwest notifies Mylan that it desires to institute suit against such third party with respect to a Covered Infringement, and Mylan notifies Penwest within 30 days after receipt of such notice that Mylan desires to institute suit jointly, the suit shall be brought jointly in the names of both parties and all costs thereof shall be borne equally. Recoveries, if any, whether by judgment, award, decree or settlement, shall, after the reimbursement of each of Penwest and Mylan for its share of the joint costs cooperate in such action, at LICENSEE’S expense. If GMIP elects to institute any such action or suit, LICENSEE agrees to be shared between Penwest named as a nominal party therein. GMIP has full authority to settle on such terms as GMIP determines, _except that GMIP shall not reach any settlement whereby it licenses a third party under any Licensed Inventions in the Territory and Mylan equally; provided however thatthe Field of Use without the consent of LICENSEE, which consent LICENSEE can withhold for any portion reason. GMIP shall pay LICENSEE (such payment not to exceed the recovery or settlement amounts GMIP actually receives) any unrecovered expenses LICENSEE pays at GMIP’s request to third parties in furtherance of such net recoveries which constitutes the equivalent ofaction, and GMIP shall further pay LICENSEE 98.5% of damages awarded as lost revenue of LICENSEE. GMIP shall retain fifty percent (50%) and pay LICENSEE fifty percent (50%) of any remaining punitive damage recovery or damages or payments in lieu of, a royalty measured by the defendant's Net Sales shall not be shared equally, but shall be shared between Penwest and Mylan in accordance with Section as if they were Mylan's Net Salessettlement under this§ 11.3. 8.5 If Penwest notifies Mylan that it does not intend to institute suit against such 11.4 LICENSEE and GMIP shall promptly notify the other party in writing in detail of the discovery of any allegation by a third party of infringement resulting from the practice of Licensed Inventions in the Field of Use, and of the initiation of any legal action by LICENSEE or by any third party with respect regard to any alleged infringement or noninfringement. LICENSEE and GMIP shall in a Covered Infringement, Mylan may institute suit on its own. Mylan shall bear all costs of, timely manner keep the other party informed and shall exercise all control over, such suit. Recoveries, if any, whether by judgment, award, decree or settlement, shall belong solely to Mylan; provided however that, after reimbursement of Mylan for its costs in such action, any portion of such net recoveries which constitutes the equivalent of, or damages or payments in lieu of, a royalty measured by the defendant's Net Sales shall be shared between Penwest and Mylan in accordance with Section as if they were Mylan's Net Sales. 8.6 Should either Penwest or Mylan commence a suit under the provisions of this Section and thereafter elect to abandon the same, it shall give timely notice provide copies to the other party, who may, if it so desires, be joined as a plaintiff in the suit (party of all documents regarding all such proceedings or continue as such if it is already one) and continue prosecution of such suit. The sharing of expenses and any recovery of such suit shall be as reasonably agreed between Penwest and Mylanactions instituted by LICENSEE or GMIP.

Infringement. 8.1 Penwest shall UIRF and Licensee agree to promptly inform Mylan the other party in writing of any suspected infringement of the Patent Rights or Technical Information along with any available evidence of such infringement lawfully in the possession of Licensee or its Sublicensee(s). (a) An exclusive Licensee has the first right to enforce the Patent Rights in its name in the Field and Territory against infringers or otherwise act to eliminate infringement at its sole cost and expense, provided that the license is exclusive at the commencement of the Penwest Patents or action and remains exclusive throughout the infringement or misappropriation of action, and provided Licensee keeps UIRF fully informed with the TIMERx Production Technology by a third party, right and opportunity to advise and comment. Prior to commencing any such action an exclusive Licensee will give careful consideration to the extent such infringement involves views of UIRF and to the manufacture, use or sale of potential effects on the Designated Product public interest in the Territory ("Covered Infringement"). Mylan shall promptly inform Penwest of any suspected infringement of any of the Penwest Patents or infringement or misappropriation of the TIMERx Production Technology, making a decision whether or not to sue and, in the same involves case of the Sublicensee(s) not a Covered Infringementparty to such action, Licensee agrees to report UIRF's views to the Sublicensee(s). UIRF will reasonably cooperate, at Licensee's expense, in any such actions. Licensee shall act in good faith to preserve UIRF's right, title and interest in and to the Patent Rights. Licensee shall pay to UIRF twenty-five percent (25%) of any recovery in such suit or settlement, net of all reasonable and documented out-of-pocket costs and expenses associated with such suit or settlement. 8.2 If the suspected infringement (b) Licensee is not permitted to settle or misappropriation does not involve agree to a Covered Infringement, Penwest may take, or refrain from taking, consent judgement in any action that would impose any material obligation on or make any admission of fault on behalf of UIRF, including compromising the Patent Rights, without UIRF's express written consent, which it chooses, with or without notice may withhold. Nothing herein shall prevent UIRF from seeking to Mylan, and Mylan shall have no right to take any action with respect to such suspected infringement or misappropriation, nor to any recoveries with respect thereto. If the suspected infringement or misappropriation involves a Covered Infringement, Penwest shall, within 30 days of the first notice referred to in Section , inform Mylan whether or not Penwest intends to institute suit against require that Licensee grant such third party infringer a sublicense permitting such infringer of the Patent Rights to practice under the Patent Rights if such practice is allowed under a settlement arrangement entered into by UIRF in good faith with respect to a Covered Infringement. Mylan will not take any steps toward instituting suit against any third party involving a Covered Infringement until Penwest has informed Mylan of its intention pursuant to the previous sentence. 8.3 If Penwest notifies Mylan that it intends to institute suit against a third party with respect infringer. Notwithstanding the foregoing, Licensee shall have the right to review and approve a Covered Infringement, and Mylan does not agree settlement arrangement prior to join in such suit as provided in Section , Penwest may bring such suit on UIRF's final acceptance of its own and shall in such event bear all costs of, and shall exercise all control over, such suitterms. Penwest may, at its expense, bring such action in the name of Mylan and/or cause Mylan to be joined in the suit as a plaintiff. Recoveries, if any, whether by judgment, award, decree or settlement, shall belong solely to Penwest. 8.4 If Penwest notifies Mylan that it desires to institute suit against such third party with respect to a Covered Infringement, and Mylan notifies Penwest within 30 days after receipt of such notice that Mylan desires to institute suit jointly, the suit shall be brought jointly in the names of both parties and all costs thereof shall be borne equally. Recoveries, if any, whether by judgment, award, decree or settlement, shall, after the reimbursement of each of Penwest and Mylan for its share of the joint costs in such action, be shared between Penwest and Mylan equally; provided however that, any portion of such net recoveries which constitutes the equivalent of, or damages or payments in lieu of, a royalty measured by the defendant's Net Sales Such approval shall not be shared equally, but unreasonably withheld by Licensee. Licensee's approval of a settlement arrangement shall be shared between Penwest and Mylan assumed if written notice of Licensee's rejection of a settlement arrangement is not received by UIRF from Licensee within five (5) business days of receipt of notice from UIRF to Licensee of its terms. UIRF shall enter into any such settlement arrangement in accordance with Section as if they were Mylan's Net Salesgood faith. 8.5 If Penwest notifies Mylan that it does not intend to institute suit against such third party with respect to a Covered Infringement, Mylan may institute suit on its own. Mylan shall bear all costs of, and shall exercise all control over, such suit. Recoveries, if any, whether by judgment, award, decree or settlement, shall belong solely to Mylan; provided however that, after reimbursement of Mylan for its costs in such action, any portion of such net recoveries which constitutes the equivalent of, or damages or payments in lieu of, a royalty measured by the defendant's Net Sales shall be shared between Penwest and Mylan in accordance with Section as if they were Mylan's Net Sales. 8.6 Should either Penwest or Mylan commence a suit under the provisions of this Section and thereafter elect to abandon the same, it shall give timely notice to the other party, who may, if it so desires, be joined as a plaintiff in the suit (or continue as such if it is already one) and continue prosecution of such suit. The sharing of expenses and any recovery of such suit shall be as reasonably agreed between Penwest and Mylan.

Infringement. 8.1 Penwest HEMAGEN shall promptly inform Mylan undertake at HEMAGEN's own expense the defense of any suspected suit or action for infringement of HEMAGEN's patents brought against DISTRIBUTOR, which suit or action results from the sale of any PRODUCTs, provided that DISTRIBUTOR shall have promptly advised HEMAGEN in writing of each notice or claim of infringement received by DISTRIBUTOR and of the Penwest Patents or the infringement or misappropriation commencement of the TIMERx Production Technology by a third party, to the extent suit or action. HEMAGEN shall hold DISTRIBUTOR harmless from damages or other sums which may be assessed or may become payable under any final decree or judgment in any such infringement involves the manufacture, use suit or sale action or under any settlement thereof. HEMAGEN shall have sole charge and direction of the Designated Product in the Territory ("Covered Infringement"). Mylan shall promptly inform Penwest defense of any suspected infringement of any of the Penwest Patents or infringement or misappropriation of the TIMERx Production Technology, whether or not the same involves a Covered Infringement. 8.2 If the suspected infringement or misappropriation does not involve a Covered Infringement, Penwest may take, or refrain from taking, any action it chooses, with or without notice to Mylan, and Mylan shall have no right to take any action with respect to such suspected infringement or misappropriation, nor to any recoveries with respect thereto. If the suspected infringement or misappropriation involves a Covered Infringement, Penwest shall, within 30 days of the first notice referred to in Section , inform Mylan whether or not Penwest intends to institute suit against such third party with respect to a Covered Infringement. Mylan will not take any steps toward instituting suit against any third party involving a Covered Infringement until Penwest has informed Mylan of its intention pursuant to the previous sentence. 8.3 If Penwest notifies Mylan that it intends to institute suit against a third party with respect to a Covered Infringement, and Mylan does not agree to join in such suit as provided in Section , Penwest may bring or action and of all negotiations for such suit on its own and shall in such event bear all costs of, and shall exercise all control over, such suit. Penwest may, at its expense, bring such action in the name of Mylan and/or cause Mylan to be joined in the suit as a plaintiff. Recoveries, if any, whether by judgment, award, decree or settlement, shall belong solely to Penwest. 8.4 If Penwest notifies Mylan that it desires to institute suit against such third party with respect to a Covered Infringement, and Mylan notifies Penwest within 30 days after receipt of such notice that Mylan desires to institute suit jointly, the suit shall be brought jointly in the names of both parties and all costs thereof shall be borne equally. Recoveries, if any, whether by judgment, award, decree or settlement, shall, after the reimbursement of each of Penwest and Mylan for its share of the joint costs in such action, be shared between Penwest and Mylan equally; provided however that, any portion of such net recoveries which constitutes the equivalent of, or damages or payments in lieu of, a royalty measured by the defendant's Net Sales shall not be shared equally, but shall use commercial reasonableness and shall consult with DISTRIBUTOR with regard to the defense or settlement of any such suit or action. DISTRIBUTOR shall be shared between Penwest obligated to render all reasonable assistance which may be required by HEMAGEN at HEMAGEN's expense. DISTRIBUTOR may retain counsel of its own selection and Mylan at its own expense to advise and consult with HEMAGEN's counsel. HEMAGEN may not settle any suit or action without the consent of DISTRIBUTOR, if by such settlement DISTRIBUTOR is obligated to make any monetary payment, to part with any property or interest therein, to assume any obligation or to be subject to any injunction. The parties agree that if the PRODUCTs supplied by HEMAGEN are found to be infringing on a third- party patent, HEMAGEN will negotiate in accordance good faith with Section as if they were Mylan's Net Sales. 8.5 If Penwest notifies Mylan that it does not intend to institute suit against such the third party with respect to obtain a license to use the third party's technology and, if HEMAGEN fails to obtain such a license, or if HEMAGEN is subject to a Covered Infringementpermanent injunction, Mylan may institute suit on its own. Mylan then DISTRIBUTOR shall bear all costs ofhave the right to either terminate this Agreement by giving written notice of termination to HEMAGEN, and shall exercise return for full credit all control over, such suit. Recoveries, if any, whether by judgment, award, decree or settlement, shall belong solely to Mylan; provided however that, after reimbursement of Mylan for its costs in such action, any portion of such net recoveries which constitutes the equivalent ofinventory on hand, or damages or payments negotiate with the infringed party for such a license. HEMAGEN's indemnification resulting from any infringement on third party patent shall exclude DISTRIBUTOR's costs involved in lieu of, negotiation with any infringed party for such a royalty measured by the defendant's Net Sales shall be shared between Penwest and Mylan in accordance with Section as if they were Mylan's Net Saleslicense. 8.6 Should either Penwest or Mylan commence a suit under the provisions of this Section and thereafter elect to abandon the same, it shall give timely notice to the other party, who may, if it so desires, be joined as a plaintiff in the suit (or continue as such if it is already one) and continue prosecution of such suit. The sharing of expenses and any recovery of such suit shall be as reasonably agreed between Penwest and Mylan.

Infringement. 8.1 Penwest 5.3.1 If either Party believes that an infringement by a Third Party with respect to any Licensor Patent Right is occurring, the knowledgeable Party will provide the other Party with (a) written notice of such infringement or potential infringement and (b) evidence of such infringement (the “Infringement Notice”). 5.3.2 As between the Parties, Licensee, itself or through its designee, shall promptly inform Mylan have the first right to enforce the Licensor Patent Rights against any actual, alleged or threatened infringement by Third Parties, and to defend and control any declaratory judgment action or challenge or other adversarial procedure brought with respect to Licensor Patent Rights (each such action or procedure with respect to the Licensor Patent Rights being referred to herein as an “Enforcement Action”) with counsel of its own choosing. Licensee shall keep Licensor advised of the status of such Enforcement Action. Upon Licensee’s request, and to the extent able to join such Enforcement Action, Licensor shall join such Enforcement Action at Licensee’s reasonable expense, including Licensor’s attorney’s fees and any out-of-pocket costs incurred by Licensor for such Enforcement Action; provided that, if Licensor is required to join such Enforcement Action for such Enforcement Action to be initiated or maintained and does not join such Enforcement Action for any reason, [***] . Licensee shall be free to enter into a settlement, consent judgment or other voluntary disposition, provided that any settlement, consent judgment or other voluntary disposition that (i) admits the invalidity or unenforceability of any suspected infringement issued and unexpired claims within the Licensor Patent Rights or (ii) admits fault or wrongdoing on the part of Licensor must be approved in advance by Licensor in writing such approval not to be unreasonably withheld. Licensor shall provide Licensee notice of its approval or denial within [***] of any request for such approval by Licensee, provided that (x) in the event Licensor wishes to deny such approval, such notice shall include a detailed written description of Licensor’s reasonable objections to the proposed settlement, consent judgment, or other voluntary disposition and (y) Licensor shall be deemed to have approved of such proposed settlement, consent judgment, or other voluntary disposition in the event it fails to provide such notice within such [***] period in accordance herewith. 5.3.3 If Licensee does not take steps to ▇▇▇▇▇ such infringement within [***] following Licensor’s request to do so, and infringing activity of material commercial significance has not been abated, then Licensor may institute suit for patent infringement against the infringer. Licensor agrees to keep Licensee reasonably informed regarding the suit and to consider the views of Licensee regarding the advisability of the Penwest Patents proposed action and its effect on Licensee’s business. If Licensor institutes such suit, then Licensee may not join such suit without the prior written consent of Licensor and may not thereafter commence suit against the infringer for the acts of infringement that are the subject of Licensor’s suit or any judgment rendered in such suit. Licensor shall be free to enter into a settlement, consent judgment or other voluntary disposition, provided that any settlement, consent judgment or other voluntary disposition that (a) admits the infringement invalidity or misappropriation unenforceability of any issued and unexpired claims within the Licensor Patent Rights (b) admits fault or wrongdoing on the part of Licensee (c) imposes financial liability or other obligation or (d) otherwise limits Licensee’s rights under this Agreement or grants rights under the Licensor Patent Rights, must be approved in advance by Licensee in writing. 5.3.4 Any recovery or settlement received in connection with any suit or Enforcement Action will first be used to reimburse any out-of-pocket litigation costs and expenses (including attorneys’ fees) of the TIMERx Production Technology non-controlling Party, then to reimburse any out-of-pocket litigation costs and expenses (including attorneys’ fees) incurred by a third partythe controlling Party in participating in such Enforcement Action or suit. Any remaining recoveries shall be allocated as follows: For any portion of the recovery or settlement, other than for amounts attributable and paid as enhanced damages for willful infringement: (a) for any suit that is initiated by Licensee, Licensor shall receive [***] of the recovery and the Licensee shall receive the remainder; and (b) for any suit that is initiated by the Licensee or Licensor and that the other Party joins voluntarily (but only to the extent such infringement involves voluntary joining is allowed under this Agreement or expressly by the manufactureother Party in a separate agreement) or involuntarily, use or sale the non-initiating Party’s shall receive a portion of the Designated Product in recovery equal to the Territory ("Covered Infringement"). Mylan shall promptly inform Penwest of any suspected infringement of any percentage of the Penwest Patents or infringement or misappropriation total litigation costs incurred by Licensor and Licensee, but in no event shall the non-initiating Party receive [***] of such recovery, while the TIMERx Production Technology, whether or not initiating Party shall receive the same involves a Covered Infringement. 8.2 If the suspected infringement or misappropriation does not involve a Covered Infringement, Penwest may take, or refrain from taking, any action it chooses, with or without notice to Mylanremainder, and Mylan in no case shall have no right to take any action with respect to Licensor receive [***] of such suspected infringement recovery. For clarity, the “total litigation costs” incurred by Licensor (if Licensor is the controlling Party) or misappropriationby Licensee (if Licensee is the controlling Party), nor to any recoveries with respect thereto. If the suspected infringement or misappropriation involves a Covered Infringementas applicable, Penwest shall, within 30 days of the first notice referred to in Section , inform Mylan whether or not Penwest intends to institute suit against shall include such third party with respect to a Covered Infringement. Mylan will not take any steps toward instituting suit against any third party involving a Covered Infringement until Penwest has informed Mylan of its intention pursuant amounts paid to the previous sentence. 8.3 If Penwest notifies Mylan that it intends to institute suit against a third party with respect to a Covered Infringement, non-controlling Party in reimbursing out-of-pocket litigation costs and Mylan does not agree to join in such suit as provided in Section , Penwest may bring such suit on its own and shall in such event bear all costs of, and shall exercise all control over, such suitexpenses (including attorneys’ fees) incurred by the non-controlling Party. Penwest may, at its expense, bring such action in the name of Mylan and/or cause Mylan to be joined in the suit as a plaintiff. Recoveries, if any, whether by judgment, award, decree or settlement, shall belong solely to Penwest. 8.4 If Penwest notifies Mylan that it desires to institute suit against such third party with respect to a Covered Infringement, and Mylan notifies Penwest within 30 days after receipt of such notice that Mylan desires to institute suit jointly, the suit shall be brought jointly in the names of both parties and all costs thereof shall be borne equally. Recoveries, if any, whether by judgment, award, decree or settlement, shall, after the reimbursement of each of Penwest and Mylan for its share of the joint costs in such action, be shared between Penwest and Mylan equally; provided however that, For any portion of the recovery or settlement paid as enhanced damages for willful infringement: (c) for any suit that is initiated by Licensee or Licensor and the other Party voluntarily (but only to the extent such net recoveries which constitutes the equivalent of, voluntary joining is allowed under this Agreement or damages or payments in lieu of, a royalty measured expressly by the defendant's Net Sales other party in a separate agreement) or involuntarily joins, Licensor shall receive [***] and Licensee shall receive the remainder; and (d) for any suit that is initiated by Licensee and in which Licensor was not be shared equallya party in the litigation, but Licensor shall be shared between Penwest receive [***] and Mylan in accordance with Section as if they were Mylan's Net Sales. 8.5 If Penwest notifies Mylan that it does not intend to institute suit against such third party with respect to a Covered Infringement, Mylan may institute suit on its ownLicensee shall receive the remainder. Mylan shall bear all costs of, and shall exercise all control over, such suit. Recoveries, if any, whether by judgment, award, decree or settlement, shall belong solely to Mylan; provided however that, after reimbursement of Mylan for its costs in such action, For any portion of such net recoveries the recovery or settlement received in connection with any suit that is initiated by Licensor and in which constitutes Licensee was not a party to the equivalent oflitigation, or damages or payments any recovery in lieu of, a royalty measured by the defendant's Net Sales shall be shared between Penwest and Mylan in accordance with Section as if they were Mylan's Net Salesexcess of litigation costs will belong to Licensor. 8.6 Should either Penwest or Mylan commence a suit under the provisions of this Section 5.3.5 Each Party will reasonably cooperate and thereafter elect to abandon the same, it shall give timely notice to assist with the other party, in litigation proceedings instituted hereunder but at the expense of the Party who may, if it so desires, be joined as a plaintiff in initiated the suit (or continue as such if it is already one) and continue prosecution of such suit. The sharing of expenses and any recovery of unless such suit shall be as is being jointly prosecuted by the Parties) including to the extent reasonably agreed between Penwest possible, by having its employees testify when requested and Mylanmake available relevant records, papers, information, samples, specimens and the like. For clarity, such requirement does not require a Party to join a suit unless otherwise specifically required under this Agreement.

Infringement. 8.1 Penwest shall promptly inform Mylan of any suspected infringement of 7.1 Except as set forth in Sections 8.5.3, 8.6.3 and 8.7.3, in the event that any of the Penwest Patents Licensed Patent Rights are infringed or the infringement or misappropriation of the TIMERx Production Technology believed to be infringed by a third party, to the extent such infringement involves the manufacture, use or sale of the Designated Product in the Territory ("Covered Infringement"). Mylan shall promptly inform Penwest of any suspected infringement of any of the Penwest Patents or infringement or misappropriation of the TIMERx Production Technology, whether or not the same involves a Covered Infringement. 8.2 If the suspected infringement or misappropriation does not involve a Covered Infringement, Penwest may take, or refrain from taking, any action it chooses, with or without notice to Mylan, and Mylan shall have no right to take any action with respect to such suspected infringement or misappropriation, nor to any recoveries with respect thereto. If the suspected infringement or misappropriation involves a Covered Infringement, Penwest shall, within 30 days of the first notice referred to in Section , inform Mylan whether or not Penwest intends to institute suit against such third party with respect to a Covered Infringement. Mylan will not take any steps toward instituting suit against any third party involving a Covered Infringement until Penwest has informed Mylan of its intention pursuant to the previous sentence. 8.3 If Penwest notifies Mylan that it intends to institute suit against a third party with respect to a Covered Infringement, and Mylan does not agree to join in such suit as provided in Section , Penwest may bring such suit on its own and shall in such event bear all costs of, and shall exercise all control over, such suit. Penwest Novo Nordisk may, at its expenseoption, bring elect to prosecute such infringement claims. If Novo Nordisk elects to commence such an action, Novo Nordisk shall have control of such action and shall have the right to settle or compromise the same, and Progenitor agrees that it shall fully cooperate in every reasonable way with the name prosecution of Mylan and/or such action. If Novo Nordisk elects to commence such an action, Progenitor hereby grants Novo Nordisk the right to do so in Progenitor's name, and, if Progenitor is a legally indispensable party to such action, Novo Nordisk may cause Mylan it to be joined in the suit as a plaintiffparty in such action at Novo Nordisk's expense. Recoveries, if any, whether Novo Nordisk shall notify Progenitor of any action filed by judgment, award, decree or settlement, Novo Nordisk pursuant to this Section and shall belong solely keep Progenitor generally informed as to Penwestthe progress of such action. 8.4 If Penwest notifies Mylan that it desires 7.2 Recoveries or reimbursements from any such action shall first be applied to institute suit against such third party with respect to a Covered Infringement, and Mylan notifies Penwest within 30 days after receipt of such notice that Mylan desires to institute suit jointly, the suit shall be brought jointly in the names of both parties and all costs thereof shall be borne equally. Recoveries, if any, whether by judgment, award, decree or settlement, shall, after the reimbursement of each of Penwest and Mylan reimburse Novo Nordisk for its share of expenses, costs and fees in connection with the joint costs in such action. Any remaining recoveries or reimbursements, be shared between Penwest and Mylan equally; provided however that, any portion of such net recoveries which constitutes to the extent they constitute the equivalent of, or damages or payments in lieu of, a royalty measured by reasonable royalties on the defendantinfringer's Net Sales shall sales (but not in excess of the amount that would be shared equallypayable pursuant to Section 4.4), but shall be shared between Penwest and Mylan with Progenitor in accordance with Section as if they were Mylan's Net Sales. 8.5 If Penwest notifies Mylan that it does not intend to institute suit against such third party with respect to a Covered Infringement, Mylan may institute suit on its own. Mylan shall bear all costs of4.4, and otherwise shall exercise be retained by Novo Nordisk as its own property. J:\DOCS\BTPM_NY_\46\0035332.02 10/3/95 -19- 7.3 In the event that Novo Nordisk decides not to commence or continue prosecution of an infringement of the Licensed Patent Rights pursuant to the above paragraphs, Novo Nordisk will promptly give written notice of such decision to Progenitor. Progenitor shall thereafter have the right, but not the obligation, to commence or continue such action at its own expense, controlling such action and retaining all recoveries therefrom. If Progenitor elects to bring an action to prosecute the infringement of any Licensed Patent Rights under this Section, Progenitor shall have sole control overof such action and may settle or compromise such action in its sole discretion, provided that no such suitsettlement or compromise conflicts with any provision of this Agreement. RecoveriesIf Progenitor elects to commence such an action, Novo Nordisk hereby grants Progenitor the right to do so in Novo Nordisk's name, and, if any, whether by judgment, award, decree or settlement, shall belong solely Novo Nordisk is a legally indispensable party to Mylan; provided however that, after reimbursement of Mylan for its costs in such action, any portion of such net recoveries which constitutes the equivalent of, or damages or payments in lieu of, a royalty measured by the defendant's Net Sales shall be shared between Penwest and Mylan in accordance with Section as if they were Mylan's Net Sales. 8.6 Should either Penwest or Mylan commence a suit under the provisions of this Section and thereafter elect Progenitor may cause it to abandon the same, it shall give timely notice to the other party, who may, if it so desires, be joined as a plaintiff party in such action at Progenitor's expense, and Novo Nordisk agrees to cooperate fully in every reasonable way with the suit (or continue as such if it is already one) and continue prosecution of such suit. The sharing of expenses and any recovery of such suit shall be as reasonably agreed between Penwest and Mylanaction.

Infringement. 8.1 Penwest shall Call-Net must promptly inform Mylan notify Sprint of any suspected infringement of any of an Authorized M▇▇▇ that comes to Call-Net’s attention. Sprint in its sole discretion may take such action as may be required to terminate the Penwest Patents or infringement. If Sprint decides that action should be taken, Sprint may take the infringement or misappropriation of action either in its own name or, alternatively, Sprint may authorize Call-Net to initiate the TIMERx Production Technology by a third party, to the extent such infringement involves the manufacture, use or sale of the Designated Product action in the Territory ("Covered Infringement")Call-Net’s name. Mylan shall promptly inform Penwest of any suspected infringement of any of the Penwest Patents or infringement or misappropriation of the TIMERx Production Technology, whether or not the same involves a Covered Infringement. 8.2 If the suspected infringement or misappropriation Sprint does not involve a Covered Infringement, Penwest may take, or refrain from taking, any action it chooses, with or without notice to Mylan, and Mylan shall have no right decide to take any action with respect to such suspected infringement or misappropriation, nor to any recoveries with respect thereto. If the suspected infringement or misappropriation involves a Covered Infringement, Penwest shall, within 30 days of its notification of the first notice referred to infringement, Call-Net may notify Sprint in Section , inform Mylan whether or not Penwest intends to institute suit against such third party with respect to a Covered Infringement. Mylan will not take any steps toward instituting suit against any third party involving a Covered Infringement until Penwest has informed Mylan writing of its intention pursuant to prosecute the action at its own expense. Sprint will have 10 days in which to respond to Call-Net regarding its planned action in response to the previous sentence. 8.3 notification, which action is in Sprint’s sole discretion. If Penwest notifies Mylan that it intends to institute suit against a third party with respect to a Covered Infringement, and Mylan the response does not agree entail Sprint responding to join the infringement, or if Sprint fails to respond to Call-Net within the 10 day period, Call-Net will be entitled to undertake the action at Call-Net’s expense. Call-Net must keep Sprint apprised of all material developments in such suit the case and must make no settlement of the action that Sprint reasonably concludes would impair the goodwill or reputation of the Authorized Marks. Call-Net agrees to cooperate fully with Sprint to whatever extent necessary to prosecute any action, with all expenses being borne by Sprint. If Call-Net has commenced prosecution of an infringement action as permitted above, Sprint has the right to assume the prosecution of the action on written notice to Call-Net, except Sprint must promptly reimburse Call-Net for all costs and expenses (if any) incurred by Call-Net in the prosecution of the claim. Regardless of which party prosecutes an Authorized M▇▇▇ infringement claim, the damages recovered by the parties will first be used to reimburse the expenses on a pro rata basis that each party incurred in pursuing the prosecution. Expenses include time spent by in-house lawyers (as provided in Section , Penwest may bring such suit on its own 16.6) in managing and shall pursuing the prosecution. If there are damages in such event bear all costs of, and shall exercise all control over, such suit. Penwest may, at its expense, bring such action in excess of expenses then the name of Mylan and/or cause Mylan to damages will be joined in allocated between the suit as a plaintiff. Recoveries, if any, whether by judgment, award, decree or settlement, shall belong solely to Penwest. 8.4 If Penwest notifies Mylan that it desires to institute suit against such third party with respect to a Covered Infringement, and Mylan notifies Penwest within 30 days after receipt of such notice that Mylan desires to institute suit jointly, the suit shall be brought jointly in the names of both parties and all costs thereof shall be borne equally. Recoveries, if any, whether by judgment, award, decree or settlement, shall, after the reimbursement of each of Penwest and Mylan for its share of the joint costs in such action, be shared between Penwest and Mylan equally; provided however that, any portion of such net recoveries which constitutes the equivalent of, or damages or payments in lieu of, a royalty measured by the defendant's Net Sales shall not be shared equally, but shall be shared between Penwest and Mylan in accordance with Section as if they were Mylan's Net Sales. 8.5 If Penwest notifies Mylan that it does not intend to institute suit against such third party with respect to a Covered Infringement, Mylan may institute suit on its ownthe damage suffered by each. Mylan shall bear all costs of, and shall exercise all control over, such suit. Recoveries, if any, whether by judgment, award, decree or settlement, shall belong solely to Mylan; provided however that, after reimbursement of Mylan for its costs in such action, any portion of such net recoveries which constitutes the equivalent of, or damages or payments in lieu of, a royalty measured by the defendant's Net Sales shall be shared between Penwest and Mylan in accordance with Section as if they were Mylan's Net Sales. 8.6 Should either Penwest or Mylan commence a suit under the The provisions of this Section and thereafter elect section must not be construed as limiting the rights of either party to abandon recover damages from, or to exercise any other right or remedy against, any third parties in respect of any other claim that either party may have against the same, it shall give timely notice to the other party, who may, if it so desires, be joined as a plaintiff in the suit (or continue as such if it is already one) and continue prosecution of such suit. The sharing of expenses and any recovery of such suit shall be as reasonably agreed between Penwest and Mylanthird parties.

Infringement. 8.1 Penwest A. Licensee and CMCC shall each inform the other promptly inform Mylan in writing of any suspected alleged infringement by a third party of the Patent Rights in the Field of Use and of any available evidence thereof. B. During the Term of this Agreement, CMCC shall have the right, but shall not be obligated, to prosecute at its own expense any infringement of the Patent Rights and, in furtherance of such right, Licensee hereby agrees that CMCC may include Licensee as a party plaintiff in any such suit, without expense to Licensee. No settlement, consent judgment or other voluntary final disposition of the suit that adversely affects the rights of Licensee under this Agreement may be entered into without the consent of Licensee. The total cost of any infringement action commenced or defended solely by CMCC shall be borne by CMCC. Any recovery or damages for past infringement derived therefrom will first be applied to CMCC and Licensee's expenses, including reasonable attorney's fees, in connection therewith, and any balance remaining then will be divided eighty percent (80%) to CMCC and twenty percent (20%) to Licensee. C. If within three (3) months after having been notified with sufficient facts of any alleged infringement, CMCC shall have been unsuccessful in persuading the alleged infringer to desist and shall not have brought and shall not be diligently prosecuting an infringement action, or if CMCC notifies Licensee of its intention not to bring suit against any alleged infringer then, provided that the exclusive license granted to Licensee in ARTICLE II is still in effect for such relevant Patent Rights, Licensee shall have the right, but shall not be obligated, to prosecute at its own expense any infringement of the Patent Rights. CMCC hereby agrees that Licensee may include CMCC as a party plaintiff in any such suit, without expense to CMCC. No settlement, consent judgment or other voluntary final disposition of the suit may be entered into without the consent of CMCC, which consent shall not be unreasonably withheld. Licensee shall indemnify CMCC against any order for costs that may be made against CMCC in such proceedings to the extent that such order does not relate to or arise from CMCC's negligence, reckless misconduct or intentional misconduct during such proceeding. D. In the event Licensee shall undertake the enforcement and/or defense of the Patent Rights by litigation pursuant to Paragraph C of this ARTICLE VII, Licensee may withhold up to fifty percent (50%) of the payments otherwise thereafter due to CMCC under ARTICLE IV above and apply the same toward reimbursement of up to fifty percent (50%) of Licensee's expenses, including reasonable attorney's fees, in connection therewith provided that Licensee sends a quarterly report to CMCC detailing such expenses, offset and withholdings. Any recovery of damages by Licensee for each such suit shall be applied first in satisfaction of any unreimbursed expenses and legal fees of CMCC and Licensee relating to such suit and next toward reimbursement of CMCC for any payments under ARTICLE IV past due or withheld and applied pursuant to this ARTICLE VII. Any balance remaining will then be divided eighty percent (80%) to Licensee and twenty percent (20%) to CMCC. E. In the event that a declaratory judgment action alleging invalidity or non-infringement of any of the Penwest Patents or Patent Rights shall be brought against Licensee, CMCC, at its option, shall have the infringement or misappropriation right, within thirty (30) days after commencement of such action, to intervene and participate along with Licensee in the defense of the TIMERx Production Technology by a third partyaction at its own expense. F. In any infringement suit which either Party may institute to enforce the Patent Rights pursuant to this Agreement, the other Party hereto shall cooperate in all reasonable respects and, to the extent such infringement involves reasonably possible, have its employees testify when requested and make available relevant records, papers, information, samples, specimens, and the manufacturelike. G. Licensee shall, during the exclusive period of this Agreement, have the sole right subject to the terms and conditions hereof to sublicense any alleged infringer for future use or sale of the Designated Product in the Territory ("Covered Infringement"). Mylan shall promptly inform Penwest of any suspected infringement of any of the Penwest Patents or infringement or misappropriation of the TIMERx Production Technology, whether or not the same involves a Covered Infringement. 8.2 If the suspected infringement or misappropriation does not involve a Covered Infringement, Penwest may take, or refrain from taking, any action it chooses, with or without notice to Mylan, and Mylan shall have no right to take any action with respect to such suspected infringement or misappropriation, nor to any recoveries with respect thereto. If the suspected infringement or misappropriation involves a Covered Infringement, Penwest shall, within 30 days of the first notice referred to in Section , inform Mylan whether or not Penwest intends to institute suit against such third party with respect to a Covered Infringement. Mylan will not take any steps toward instituting suit against any third party involving a Covered Infringement until Penwest has informed Mylan of its intention pursuant Patent Rights to the previous sentence. 8.3 If Penwest notifies Mylan that it intends extent licensed by this Agreement. Any upfront fees paid to institute suit against a third party with respect to a Covered Infringement, and Mylan does not agree to join in such suit Licensee as provided in Section , Penwest may bring such suit on its own and shall in such event bear all costs of, and shall exercise all control over, such suit. Penwest may, at its expense, bring such action in the name of Mylan and/or cause Mylan to be joined in the suit as a plaintiff. Recoveries, if any, whether by judgment, award, decree or settlement, shall belong solely to Penwest. 8.4 If Penwest notifies Mylan that it desires to institute suit against such third party with respect to a Covered Infringement, and Mylan notifies Penwest within 30 days after receipt part of such notice that Mylan desires to institute suit jointly, the suit shall be brought jointly in the names of both parties and all costs thereof shall be borne equally. Recoveries, if any, whether by judgment, award, decree or settlement, shall, after the reimbursement of each of Penwest and Mylan for its share of the joint costs in such action, be shared between Penwest and Mylan equally; provided however that, any portion of such net recoveries which constitutes the equivalent of, or damages or payments in lieu of, a royalty measured by the defendant's Net Sales shall not be shared equally, but sublicense shall be shared between Penwest Licensee and Mylan CMCC in accordance with Section the terms of ARTICLE IV, Paragraph C as if they were Mylan's Net SalesSublicensee Payments under this Agreement. 8.5 If Penwest notifies Mylan that it does not intend to institute suit against such third party with respect to a Covered Infringement, Mylan may institute suit on its own. Mylan shall bear all costs of, and shall exercise all control over, such suit. Recoveries, if any, whether by judgment, award, decree or settlement, shall belong solely to Mylan; provided however that, after reimbursement of Mylan for its costs in such action, any portion of such net recoveries which constitutes the equivalent of, or damages or payments in lieu of, a royalty measured by the defendant's Net Sales shall be shared between Penwest and Mylan in accordance with Section as if they were Mylan's Net Sales. 8.6 Should either Penwest or Mylan commence a suit under the provisions of this Section and thereafter elect to abandon the same, it shall give timely notice to the other party, who may, if it so desires, be joined as a plaintiff in the suit (or continue as such if it is already one) and continue prosecution of such suit. The sharing of expenses and any recovery of such suit shall be as reasonably agreed between Penwest and Mylan.

Infringement. 8.1 Penwest 8.1. Each Party shall promptly inform Mylan report in writing to the other Parties during the term of this Agreement any infringement or suspected infringement of any of the Penwest Patents Patent, or the infringement unauthorized use or misappropriation of the TIMERx Production Technology or patents by a third partyparty of which it becomes aware, to and shall provide the extent such infringement involves the manufactureother Party with all available evidence supporting said infringement, use or sale of the Designated Product in the Territory ("Covered Infringement"). Mylan shall promptly inform Penwest of any suspected infringement of any of the Penwest Patents or infringement or misappropriation of the TIMERx Production Technology, whether or not the same involves a Covered Infringement. 8.2 If the suspected infringement or misappropriation does not involve a Covered Infringementunauthorized use or misappropriation. 8.2. Except as provided in Section 8.3, Penwest may take, or refrain from taking, any action it chooses, with or without notice to Mylan, and Mylan Cutanogen shall have no the right to take any initiate an infringement suit or other appropriate action with respect to such suspected infringement or misappropriation, nor to any recoveries with respect thereto. If the suspected infringement or misappropriation involves a Covered Infringement, Penwest shall, within 30 days of the first notice referred to in Section , inform Mylan whether or not Penwest intends to institute suit against such third party with respect to a Covered Infringement. Mylan will not take any steps toward instituting suit against any third party involving a Covered Infringement until Penwest who at any time has informed Mylan infringed or is suspected of infringing any of the Patents or of using without proper authorization all or any portion of Technology. Cutanogen shall give the Licensors sufficient advance written notice of its intention pursuant intent to initiate such action and the previous sentence. 8.3 If Penwest notifies Mylan that it intends to institute suit against a third party with respect to a Covered Infringement, and Mylan does not agree to join in such suit as provided in Section , Penwest may bring such suit on its own and shall in such event bear all costs ofreasons therefor, and shall exercise provide the Licensors with an opportunity to make suggestions and comments regarding such action, and if necessary the Licensors agree to be named as a nominal party therein, subject to the approval of the Attorney General of Ohio on behalf of UC and the General Counsel of SHC on behalf of SHC. Cutanogen shall keep the Licensors promptly informed of the status of any such action. Cutanogen shall have the sole and exclusive right to select counsel for and shall pay all control overexpenses of such action, such suitsubject to the approval of the Attorney General of Ohio on behalf of UC and the General Counsel of SHC on behalf of SHC. Penwest may, The Licensors shall offer reasonable assistance to Cutanogen in connection therewith at its expense, bring no charge to Cutanogen except for reimbursement of reasonable out-of-pocket expenses. Cutanogen may settle any such action subject to prior approval of the Licensors, which approval shall not be unreasonably withheld. Any damages, profits or awards of whatever nature recovered from such action over and above expenses, including but not limited to amounts paid to attorneys, shall be treated as Net Sales by Cutanogen under this Agreement's Section 6.2 for purposes of royalty calculations and payments. 8.3. In the event that Cutanogen does not within twelve (12) months of a written request for action from the Licensors (a) secure cessation of the infringement, or (b) enter suit against the infringer, or (c) provide the Licensors with evidence of the pendency of a bona fide negotiation for the acceptance by the infringer of a sublicense under Patents, the Licensors shall have the right but not the obligation to take action against the infringer at their own expense. Cutanogen shall offer reasonable assistance in connection with such action at no charge to the name Licensors except for the reimbursement of Mylan and/or cause Mylan to be joined in the suit as a plaintiffreasonable out-of-pocket expenses. RecoveriesAny damages, if any, whether by judgment, award, decree profits or settlement, awards of whatever nature recovered from such action shall belong solely to Penwestthe Licensors. 8.4 If Penwest notifies Mylan that it desires to institute suit against such third party with respect to a Covered Infringement, and Mylan notifies Penwest within 30 days after receipt of such notice that Mylan desires to institute suit jointly, the suit shall be brought jointly in the names of both parties and all costs thereof shall be borne equally. Recoveries, if any, whether by judgment, award, decree or settlement, shall, after the reimbursement of each of Penwest and Mylan for its share of the joint costs in such action, be shared between Penwest and Mylan equally; provided however that, any portion of such net recoveries which constitutes the equivalent of, or damages or payments in lieu of, a royalty measured by the defendant's Net Sales shall not be shared equally, but shall be shared between Penwest and Mylan in accordance with Section as if they were Mylan's Net Sales. 8.5 If Penwest notifies Mylan that it does not intend to institute suit against such third party with respect to a Covered Infringement, Mylan may institute suit on its own. Mylan shall bear all costs of, and shall exercise all control over, such suit. Recoveries, if any, whether by judgment, award, decree or settlement, shall belong solely to Mylan; provided however that, after reimbursement of Mylan for its costs in such action, any portion of such net recoveries which constitutes the equivalent of, or damages or payments in lieu of, a royalty measured by the defendant's Net Sales shall be shared between Penwest and Mylan in accordance with Section as if they were Mylan's Net Sales. 8.6 Should either Penwest or Mylan commence a suit under the provisions of this Section and thereafter elect to abandon the same, it shall give timely notice to the other party, who may, if it so desires, be joined as a plaintiff in the suit (or continue as such if it is already one) and continue prosecution of such suit. The sharing of expenses and any recovery of such suit shall be as reasonably agreed between Penwest and Mylan.

Infringement. 8.1 Penwest shall promptly inform Mylan of LIFECOMM will defend at its own expense any suspected infringement of any of the Penwest Patents or the infringement or misappropriation of the TIMERx Production Technology action against AMAC brought by a third party, party to the extent such infringement involves that the manufacture, use action is based upon a claim that the Device or sale any other component of the Designated Product AMAC Bundle infringes any copyrights or U.S. patents or misappropriates any trade secrets and LIFECOMM will pay those costs (including litigation costs and reasonable attorneys' fees) and damages finally awarded against AMAC in any such action, that are specifically attributable to such claim or those costs and damages agreed to in a monetary settlement of such action. LIFECOMM further agrees to indemnify AMAC against any other costs and reasonable attorneys' fees incurred by AMAC, and its directors, officers, and employees in connection with such claim or action. The foregoing obligations are conditioned on AMAC notifying LIFECOMM promptly in writing of such action, AMAC giving LIFECOMM sole control of the Territory ("Covered Infringement"). Mylan shall promptly inform Penwest defense thereof and any related settlement negotiations, and AMAC cooperating and, at LIFECOMM’s reasonable request and expense, assisting in such defense; provided that a resolution of any suspected infringement claim that requires an admission of liability from AMAC will require AMAC’s prior written consent; and further provided that if AMAC determines that LIFECOMM has abandoned the defense of any such claim, AMAC shall have the right, in its own behalf, to adjust, settle, defend or otherwise dispose of the Penwest Patents or infringement or misappropriation of the TIMERx Production Technology, whether or not the same involves a Covered Infringement. 8.2 If the suspected infringement or misappropriation does not involve a Covered Infringement, Penwest may take, or refrain from taking, any action it chooses, with or without notice to Mylansuch claim, and Mylan LIFECOMM shall have no right to take indemnify AMAC and its directors, officers, and employees against any action with respect to such suspected infringement or misappropriation, nor to any recoveries costs and damages (including reasonable attorneys' fees) incurred with respect thereto. If the suspected infringement Device or misappropriation involves a Covered Infringement, Penwest shall, within 30 days any other component of the first notice referred AMAC Bundle becomes, or in LIFECOMM’s opinion is likely to in Section become, inform Mylan whether or not Penwest intends to institute suit against such third party with respect to a Covered Infringement. Mylan will not take any steps toward instituting suit against any third party involving a Covered Infringement until Penwest has informed Mylan the subject of its intention pursuant to the previous sentence. 8.3 If Penwest notifies Mylan that it intends to institute suit against a third party with respect to a Covered Infringementan infringement claim, and Mylan does not agree to join in such suit as provided in Section , Penwest may bring such suit on its own and shall in such event bear all costs of, and shall exercise all control over, such suit. Penwest LIFECOMM may, at its option and expense, bring such action either (i) procure for AMAC the right to continue exercising the rights licensed to AMAC in this Agreement; or (ii) replace or modify the name Device or other component of Mylan and/or cause Mylan to be joined in the suit AMAC Bundle, as a plaintiff. Recoveriesapplicable, if any, whether by judgment, award, decree or settlement, shall belong solely to Penwest. 8.4 If Penwest notifies Mylan so that it desires to institute suit against such third party with respect to a Covered Infringement, becomes non-infringing and Mylan notifies Penwest within 30 days after receipt of such notice that Mylan desires to institute suit jointly, the suit shall be brought jointly in the names of both parties remains functionally equivalent. This subsection states LIFECOMM’s entire liability and all costs thereof shall be borne equally. Recoveries, if any, whether by judgment, award, decree or settlement, shall, after the reimbursement of each of Penwest AMAC’s sole and Mylan exclusive remedy for its share of the joint costs in such action, be shared between Penwest infringement claims and Mylan equally; provided however that, any portion of such net recoveries which constitutes the equivalent of, or damages or payments in lieu of, a royalty measured by the defendant's Net Sales shall not be shared equally, but shall be shared between Penwest and Mylan in accordance with Section as if they were Mylan's Net Salesactions. 8.5 If Penwest notifies Mylan that it does not intend to institute suit against such third party with respect to a Covered Infringement, Mylan may institute suit on its own. Mylan shall bear all costs of, and shall exercise all control over, such suit. Recoveries, if any, whether by judgment, award, decree or settlement, shall belong solely to Mylan; provided however that, after reimbursement of Mylan for its costs in such action, any portion of such net recoveries which constitutes the equivalent of, or damages or payments in lieu of, a royalty measured by the defendant's Net Sales shall be shared between Penwest and Mylan in accordance with Section as if they were Mylan's Net Sales. 8.6 Should either Penwest or Mylan commence a suit under the provisions of this Section and thereafter elect to abandon the same, it shall give timely notice to the other party, who may, if it so desires, be joined as a plaintiff in the suit (or continue as such if it is already one) and continue prosecution of such suit. The sharing of expenses and any recovery of such suit shall be as reasonably agreed between Penwest and Mylan.

Infringement. 8.1 Penwest For a period of thirty (30) days after receipt by AccuMed of, or AccuMed's sending of, such notice of infringement, AccuMed will have the exclusive right to commence an action and otherwise assert rights in the Patents and the Technology against any such infringers or suspected infringers and retain all proceeds of such action or proceeding brought by it and will have the right at its sole discretion to make any settlement or compromise with the third-party infringer. If AccuMed shall promptly inform Mylan elect to prosecute any such infringer, Licensee shall take such steps as are reasonably requested by AccuMed to enable it to protect its rights under the Patents and under the Technology against any such infringement or suspected infringement. If (i) AccuMed fails to commence an action or otherwise assert its rights in the Patents and the Technology against any such infringers or suspected infringers within such thirty (30) day period and (ii) Licensee provides AccuMed with the opinion of any suspected infringement patent counsel mutually acceptable to the parties stating that there is a likelihood of any of the Penwest Patents or the infringement or misappropriation of by such suspected infringers (an "Infringement Opinion"), then Licensee may bring an action or proceeding (including any alternative dispute resolution process) to enjoin the TIMERx Production Technology by a third partyinfringement, to the extent such infringement involves the manufacture, use or sale of the Designated Product in the Territory ("Covered Infringement"). Mylan shall promptly inform Penwest of any suspected infringement of any of the Penwest Patents or infringement or misappropriation of the TIMERx Production Technology, whether or not the same involves a Covered Infringement. 8.2 If the suspected infringement or misappropriation does not involve a Covered Infringement, Penwest may takerecover damages for it, or refrain from taking, any action it chooses, with or without notice to Mylan, both and Mylan shall have no AccuMed grants Licensee the right to take use AccuMed's name in connection therewith and will have the right at Licensee's sole discretion to make any action settlement or compromise with respect the third-party infringer, in accordance with and subject to such suspected infringement or misappropriation, nor to any recoveries with respect theretothe provisions set forth below. If the suspected infringement or misappropriation involves a Covered Infringementan Infringement Opinion is delivered to AccuMed and, Penwest shallaccordingly, within 30 days of the first notice referred Licensee is permitted to in Section , inform Mylan whether or not Penwest intends to institute suit against such third party with respect to a Covered Infringement. Mylan will not take any steps toward instituting suit against any third party involving a Covered Infringement until Penwest has informed Mylan of its intention pursuant to the previous sentence. 8.3 If Penwest notifies Mylan that it intends to institute suit against a third party with respect to a Covered Infringement, and Mylan does not agree to join in such suit as provided in Section , Penwest may bring such suit on its own and shall in such event bear all costs of, and shall exercise all control over, such suit. Penwest may, at its expense, bring such action in the name of Mylan and/or cause Mylan to be joined in the suit as a plaintiff. Recoveries, if any, whether by judgment, award, decree or settlement, shall belong solely to Penwest. 8.4 If Penwest notifies Mylan that it desires to institute suit against such third party with respect to a Covered Infringement, and Mylan notifies Penwest within 30 days after receipt of such notice that Mylan desires to institute suit jointly, the suit shall be brought jointly in the names of both parties and all costs thereof shall be borne equally. Recoveries, if any, whether by judgment, award, decree or settlement, shall, after the reimbursement of each of Penwest and Mylan for its share of the joint costs in such action, then Licensee may elect to deduct a percentage of its out-of-pocket costs and expenses (but otherwise will bear all other costs and expenses), which includes without limitation court costs and attorneys' fees for such action up to a maximum deduction of fifty percent (the "Fee Percentage") and shall notify AccuMed of such election and the applicable Fee Percentage when the Infringement Opinion is delivered by Licensee to AccuMed. Licensee shall be shared between Penwest permitted to deduct from future Guaranteed Cash License Fees, and Mylan equally; provided however thatRequired Royalties, any as they become due under this Agreement, that portion of its out-of-pocket expenses in an amount equal to the Fee Percentage thereof. All proceeds of such net recoveries which constitutes the equivalent of, action or damages or payments in lieu of, a royalty measured proceeding brought by the defendant's Net Sales shall not be shared equally, but Licensee (if any) shall be shared between Penwest AccuMed and Mylan Licensee pro rata in accordance with Section as if they were Mylan's Net Sales. 8.5 If Penwest notifies Mylan that it does not intend to institute suit against such third party with respect to a Covered Infringement, Mylan may institute suit on its own. Mylan the Fee Percentage (i.e. AccuMed shall bear all costs of, and shall exercise all control over, such suit. Recoveries, if any, whether by judgment, award, decree or settlement, shall belong solely to Mylan; provided however that, after reimbursement of Mylan for its costs in such action, any portion receive the Fee Percentage of such net recoveries which constitutes proceeds and Licensee shall receive the equivalent of, or damages or payments in lieu of, a royalty measured by the defendant's Net Sales remainder). If Licensee shall be shared between Penwest and Mylan in accordance with Section permitted to bring an action pursuant to this Section, AccuMed shall take such steps as if they were Mylan's Net Sales. 8.6 Should either Penwest or Mylan commence a suit are reasonably requested by Licensee to enable it to protect its Licensee rights under the provisions of this Section Patents and thereafter elect to abandon under the same, it shall give timely notice to the other party, who may, if it so desires, be joined as a plaintiff in the suit (Technology against any such infringement or continue as such if it is already one) and continue prosecution of such suit. The sharing of expenses and any recovery of such suit shall be as reasonably agreed between Penwest and Mylansuspected infringement.

Infringement. 8.1 Penwest (a) If either party shall promptly inform Mylan learn of any suspected infringement of any of a claim or assertion that the Penwest Patents or the infringement or misappropriation of the TIMERx Production Technology by a third partyManufacture, to the extent such infringement involves the manufacturePromotion, use importation, distribution or sale of the Designated a Product in the Territory infringes or otherwise violates the intellectual property rights of any Third Party or that any Third Party violates the intellectual property rights owned or Controlled by ("Covered Infringement"i) PediatRx in the PediatRx Trademarks in the Territory or (ii) Apricus in the Apricus Trademarks in the Territory, then the party becoming so informed shall promptly, but in all events within fifteen (15) days thereof, notify the other party to this Agreement of the claim or assertion. (b) If warranted in the opinion of PediatRx, after consultation with Apricus, PediatRx shall have the right to take such legal action (“Enforcement Action”) as is advisable in PediatRx’s opinion to restrain infringement of the PediatRx Trademarks in the Territory. PediatRx will have the right to institute the Enforcement Action in its own name using counsel of its choice and, except as otherwise set forth in this Agreement, with the right to control the course of such Enforcement Action. Apricus shall cooperate fully with, and as reasonably requested by, PediatRx in any Enforcement Action, and PediatRx shall reimburse Apricus for its out-of-pocket expenses incurred in providing such cooperation. Apricus may be represented by counsel of its own selection at its own expense in any Enforcement Action. PediatRx shall keep Apricus reasonably informed regarding material developments relating to any Enforcement Action (including by making its outside counsel available to participate in periodic status calls); provided, however, that PediatRx shall obtain Apricus’ consent (which Apricus will not unreasonably withhold) in advance of the grant of any license, covenant not to ▇▇▇, right of reference, right of supply, other intellectual property right or other settlement in any Enforcement Action. If PediatRx elects in writing not to bring or defend an Enforcement Action with respect to any Product in the Territory within ninety (90) days following a notification pursuant to Section 9.2(a), or if PediatRx fails to bring or defend an Enforcement Action or take other reasonable action to protect the PediatRx Product Trademarks in the Territory from such infringement, or to ▇▇▇▇▇ such infringement, then Apricus shall have the right, at its sole discretion, to institute an Enforcement Action in its own name using counsel of its choice, at its own expense, and, except as otherwise set forth in this Agreement, with the right to control the course of such Enforcement Action (the “Apricus Step-In Rights”). Mylan PediatRx shall promptly inform Penwest of cooperate fully with, and as reasonably requested by, Apricus in any suspected infringement of any of such Enforcement Action, including joining such Enforcement Action if necessary to maintain the Penwest Patents or infringement or misappropriation of Enforcement Action, and Apricus shall reimburse PediatRx for its out-of-pocket expenses incurred in providing such cooperation. PediatRx shall have the TIMERx Production Technology, right to join and participate in the Enforcement Action whether or not the same involves a Covered Infringement. 8.2 If the suspected infringement or misappropriation does not involve a Covered Infringement, Penwest may take, or refrain from taking, any action it chooses, with or without notice to Mylan, and Mylan such joinder is requested by Apricus. Apricus shall have no right to take any action with respect to such suspected infringement or misappropriation, nor keep PediatRx reasonably informed regarding material developments relating to any recoveries with respect theretosuch Enforcement Action (including by making its outside counsel available to participate in periodic status calls). If the suspected infringement or misappropriation involves a Covered Infringement, Penwest shall, within 30 days of the first notice referred to in Section , inform Mylan whether or not Penwest intends to institute suit against such third party with respect to a Covered Infringement. Mylan will not take any steps toward instituting suit against any third party involving a Covered Infringement until Penwest has informed Mylan PediatRx may be represented by counsel of its intention own selection at its own expense in any Enforcement Action brought by Apricus pursuant to the previous sentence. 8.3 If Penwest notifies Mylan that it intends to institute suit against Apricus Step-In Rights. Any recovery received by a third party with respect to a Covered Infringement, and Mylan does not agree to join in such suit as provided in Section , Penwest may bring such suit on its own and shall in such event bear all costs of, and shall exercise all control over, such suit. Penwest may, at its expense, bring such action in the name of Mylan and/or cause Mylan to be joined in the suit as a plaintiff. Recoveries, if any, whether by judgment, award, decree or settlement, shall belong solely to Penwest. 8.4 If Penwest notifies Mylan that it desires to institute suit against such third party with respect to a Covered Infringement, and Mylan notifies Penwest within 30 days after receipt result of such notice that Mylan desires to institute suit jointly, the suit any Enforcement Action shall be brought jointly used first to reimburse the parties for their costs and expenses (including attorneys’ and professional fees) incurred in the names of both parties connection with such Enforcement Action (and all costs thereof shall be borne equallynot previously reimbursed). RecoveriesAny remaining amounts, if any, whether by judgment, award, decree or settlement, shall, after the reimbursement of each of Penwest and Mylan for its share of the joint costs in such action, be shared between Penwest and Mylan equally; provided however that, any portion of such net recoveries which constitutes the equivalent of, or damages or payments in lieu of, a royalty measured by the defendant's Net Sales shall not be shared equally, but shall be shared between Penwest and Mylan by the parties in accordance with Section as if they were Mylan's their then-current share of Net SalesOperating Income. 8.5 (c) If Penwest notifies Mylan that it does not intend warranted in the opinion of Apricus, Apricus shall take such legal action as is advisable in Apricus’ opinion to institute suit against restrain such third party with respect to a Covered Infringement, Mylan may institute suit on its owninfringement of the Apricus Trademarks. Mylan PediatRx shall bear all costs ofcooperate fully with, and as requested by, Apricus in Apricus’ attempt to restrain such infringement, and Apricus shall exercise all control over, such suit. Recoveries, if any, whether by judgment, award, decree or settlement, shall belong solely to Mylan; provided however that, after reimbursement of Mylan reimburse PediatRx for its costs out-of-pocket expenses incurred in providing such actioncooperation. PediatRx may be represented by counsel of its own selection at its own expense in any suit or proceeding brought to restrain such infringement, any portion of such net recoveries which constitutes but Apricus shall have the equivalent of, or damages or payments in lieu of, a royalty measured by the defendant's Net Sales shall be shared between Penwest and Mylan in accordance with Section as if they were Mylan's Net Sales. 8.6 Should either Penwest or Mylan commence a suit under the provisions of this Section and thereafter elect right to abandon the same, it shall give timely notice to the other party, who may, if it so desires, be joined as a plaintiff in control the suit (or continue as such if it is already one) and continue prosecution of such suit. The sharing of expenses and any recovery of such suit shall be as reasonably agreed between Penwest and Mylanproceeding.

Infringement. 8.1 Penwest 11.1. Licensee shall promptly inform Mylan have the right during the tern of this Agreement to commence an action for infringement of the Licensed Patents against any third party for any infringement occurring within the Field of Use, provided that Licensee shall provide Carnegie Mellon thirty (30) days prior written notice of such infringement and of Licensee’s intent to file such action. Carnegie Mellon shall have the right at its own expense to appear in such action by counsel of its own selection. If required by the jurisdictional laws of the forum that any such action be prosecuted in the name of the owner of the Licensed Patent, Carnegie Mellon shall voluntarily appear at Licensee’s expense; provided that if such appearance subjects Carnegie Mellon to any unrelated action or claim of a third party or Licensee in such jurisdiction, then Carnegie Mellon shall have the right to decline such appearance. Settlement of any suspected action brought by Licensee shall require the consent of Carnegie Mellon and Licensee, which neither shall unreasonably withhold from the other, and any settlement amount or recovery for damages shall be applied as follows: (i) first, to reimburse the parties for their expenses in connection with the litigation; and (ii) second, Carnegie Mellon shall receive compensation for the time of any Carnegie Mellon personnel involved in the action and (iii) third, Carnegie Mellon shall receive ten percent (10%) of any settlement amount or recovery remaining. 11.2. Carnegie Mellon shall have the right in its absolute discretion during the term of this Agreement to commence an action for infringement of the Licensed Patents against any third party for any infringement occurring anywhere in the world, provided that, before commencing any such action concerning the Field of the Penwest Patents or the infringement or misappropriation Use, Carnegie Mellon shall provide Licensee not less than thirty (30) days prior written notice of the TIMERx Production Technology by a third party, to the extent such infringement involves the manufacture, use or sale and of the Designated Product in the Territory ("Covered Infringement")Carnegie Mellon’s intent to file such action. Mylan shall promptly inform Penwest of any suspected infringement of any of the Penwest Patents or infringement or misappropriation of the TIMERx Production Technology, whether or not the same involves a Covered Infringement. 8.2 If the suspected infringement or misappropriation does not involve a Covered Infringement, Penwest may take, or refrain from taking, any action it chooses, with or without notice to Mylan, and Mylan Licensee shall have no the right at its own expense to take any appear in such action with respect to such suspected infringement or misappropriation, nor to any recoveries with respect theretoby counsel of its own selection. If Carnegie Mellon provides Licensee with such notice before instituting an action concerning the suspected infringement or misappropriation involves a Covered Infringement, Penwest shall, within 30 days Field of the first notice referred Use and Licensee fails to in Section , inform Mylan whether or not Penwest intends to institute suit initiate an action against such third party with respect to a Covered Infringement. Mylan will not take any steps toward instituting suit against any third party involving a Covered Infringement until Penwest has informed Mylan of its intention pursuant prior to the previous sentence. 8.3 If Penwest notifies Mylan that it intends to institute suit against a third party with respect to a Covered Infringementcommencement of an action by Carnegie Mellon, and Mylan does not agree to join in such suit as provided in Section , Penwest may bring such suit on its own and shall in such event bear all costs of, and shall exercise all control over, such suit. Penwest may, at its expense, bring such action in the name of Mylan and/or cause Mylan to be joined in the suit as a plaintiff. Recoveries, if any, whether by judgment, award, decree then any settlement amount or settlement, recovery for damages shall belong solely entirely to PenwestCarnegie Mellon and Carnegie Mellon may settle said action without the consent of Licensee. 8.4 If Penwest notifies Mylan that it desires to institute suit against such third party with respect to a Covered Infringement, and Mylan notifies Penwest within 30 days after receipt of such notice that Mylan desires to institute suit jointly, the suit shall be brought jointly in the names of both parties and all costs thereof shall be borne equally. Recoveries, if any, whether by judgment, award, decree or settlement, shall, after the reimbursement of each of Penwest and Mylan for its share of the joint costs in such action, be shared between Penwest and Mylan equally; provided however that, any portion of such net recoveries which constitutes the equivalent of, or damages or payments in lieu of, a royalty measured by the defendant's Net Sales shall not be shared equally, but shall be shared between Penwest and Mylan in accordance with Section as if they were Mylan's Net Sales. 8.5 If Penwest notifies Mylan that it does not intend to institute suit against such third party with respect to a Covered Infringement, Mylan may institute suit on its own. Mylan shall bear all costs of, and shall exercise all control over, such suit. Recoveries, if any, whether by judgment, award, decree or settlement, shall belong solely to Mylan; provided however that, after reimbursement of Mylan for its costs in such action, any portion of such net recoveries which constitutes the equivalent of, or damages or payments in lieu of, a royalty measured by the defendant's Net Sales shall be shared between Penwest and Mylan in accordance with Section as if they were Mylan's Net Sales. 8.6 Should either Penwest or Mylan commence a suit under the provisions of this Section and thereafter elect to abandon the same, it shall give timely notice to the other party, who may, if it so desires, be joined as a plaintiff in the suit (or continue as such if it is already one) and continue prosecution of such suit. The sharing of expenses and any recovery of such suit shall be as reasonably agreed between Penwest and Mylan.

Infringement. 8.1 Penwest shall UIRF and Licensee agree to promptly inform Mylan the other party in writing of any suspected infringement of the Patent Rights or Technical Information along with any available evidence of such infringement lawfully in the possession of Licensee or its Sublicensee(s). (a) An exclusive Licensee has the first right to enforce the Patent Rights in its name in the Field and Territory against infringers or otherwise act to eliminate infringement at its sole cost and expense, provided that the license is exclusive at the commencement of the Penwest Patents or action and remains exclusive throughout the infringement or misappropriation of action, and provided Licensee keeps UIRF fully informed with the TIMERx Production Technology by a third party, right and opportunity to advise and comment. Prior to commencing any such action an exclusive Licensee will give careful consideration to the extent such infringement involves views of UIRF and to the manufacture, use or sale of potential effects on the Designated Product public interest in the Territory ("Covered Infringement"). Mylan shall promptly inform Penwest of any suspected infringement of any of the Penwest Patents or infringement or misappropriation of the TIMERx Production Technology, making a decision whether or not to ▇▇▇ and, in the same involves case of the Sublicensee(s) not a Covered Infringementparty to such action, Licensee agrees to report UIRF's views to the Sublicensee(s). UIRF will reasonably cooperate, at Licensee's expense, in any such actions. Licensee shall act in good faith to preserve UIRF's right, title and interest in and to the Patent Rights. Licensee shall pay to UIRF twenty-five percent (25%) of any recovery in such suit or settlement, net of all reasonable and documented out-of-pocket costs and expenses associated with such suit or settlement. 8.2 If the suspected infringement (b) Licensee is not permitted to settle or misappropriation does not involve agree to a Covered Infringement, Penwest may take, or refrain from taking, consent judgement in any action that would impose any material obligation on or make any admission of fault on behalf of UIRF, including compromising the Patent Rights, without UIRF's express written consent, which it chooses, with or without notice may withhold. Nothing herein shall prevent UIRF from seeking to Mylan, and Mylan shall have no right to take any action with respect to such suspected infringement or misappropriation, nor to any recoveries with respect thereto. If the suspected infringement or misappropriation involves a Covered Infringement, Penwest shall, within 30 days of the first notice referred to in Section , inform Mylan whether or not Penwest intends to institute suit against require that Licensee grant such third party infringer a sublicense permitting such infringer of the Patent Rights to practice under the Patent Rights if such practice is allowed under a settlement arrangement entered into by UIRF in good faith with respect to a Covered Infringement. Mylan will not take any steps toward instituting suit against any third party involving a Covered Infringement until Penwest has informed Mylan of its intention pursuant to the previous sentence. 8.3 If Penwest notifies Mylan that it intends to institute suit against a third party with respect infringer. Notwithstanding the foregoing, Licensee shall have the right to review and approve a Covered Infringement, and Mylan does not agree settlement arrangement prior to join in such suit as provided in Section , Penwest may bring such suit on UIRF's final acceptance of its own and shall in such event bear all costs of, and shall exercise all control over, such suitterms. Penwest may, at its expense, bring such action in the name of Mylan and/or cause Mylan to be joined in the suit as a plaintiff. Recoveries, if any, whether by judgment, award, decree or settlement, shall belong solely to Penwest. 8.4 If Penwest notifies Mylan that it desires to institute suit against such third party with respect to a Covered Infringement, and Mylan notifies Penwest within 30 days after receipt of such notice that Mylan desires to institute suit jointly, the suit shall be brought jointly in the names of both parties and all costs thereof shall be borne equally. Recoveries, if any, whether by judgment, award, decree or settlement, shall, after the reimbursement of each of Penwest and Mylan for its share of the joint costs in such action, be shared between Penwest and Mylan equally; provided however that, any portion of such net recoveries which constitutes the equivalent of, or damages or payments in lieu of, a royalty measured by the defendant's Net Sales Such approval shall not be shared equally, but unreasonably withheld by Licensee. Licensee's approval of a settlement arrangement shall be shared between Penwest and Mylan assumed if written notice of Licensee's rejection of a settlement arrangement is not received by UIRF from Licensee within five (5) business days of receipt of notice from UIRF to Licensee of its terms. UIRF shall enter into any such settlement arrangement in accordance with Section as if they were Mylan's Net Salesgood faith. 8.5 If Penwest notifies Mylan that it does not intend to institute suit against such third party with respect to a Covered Infringement, Mylan may institute suit on its own. Mylan shall bear all costs of, and shall exercise all control over, such suit. Recoveries, if any, whether by judgment, award, decree or settlement, shall belong solely to Mylan; provided however that, after reimbursement of Mylan for its costs in such action, any portion of such net recoveries which constitutes the equivalent of, or damages or payments in lieu of, a royalty measured by the defendant's Net Sales shall be shared between Penwest and Mylan in accordance with Section as if they were Mylan's Net Sales. 8.6 Should either Penwest or Mylan commence a suit under the provisions of this Section and thereafter elect to abandon the same, it shall give timely notice to the other party, who may, if it so desires, be joined as a plaintiff in the suit (or continue as such if it is already one) and continue prosecution of such suit. The sharing of expenses and any recovery of such suit shall be as reasonably agreed between Penwest and Mylan.

Infringement. 8.1 Penwest shall 7.1 Rockefeller agrees to notify Amgen promptly inform Mylan of any suspected evidence of third party infringement of the Licensed Patent Rights and all details of such infringement of Licensed Patent Rights of which it becomes aware. 7.2 Amgen, or its sublicensees, shall have the right but not the obligation, in its own name, to institute patent infringement proceedings against third parties based on any Licensed Patent Rights licensed hereunder. The expense of any such proceedings, including lawyers’ fees and costs, shall be borne by Amgen. Each Party shall execute all necessary and proper documents and take all other appropriate action required to institute and prosecute such proceedings. If Amgen or its sublicensee elects to commence an action for infringement and Rockefeller is a legally indispensable party to such action, Rockefeller shall have the right to assign to Amgen its right, title and Interest in the subject patent(s) or application(s) (subject to its obligations to the U.S. government) in lieu of joining as an indispensable party, should that be sufficient for purposes of commencing and maintaining the action. Regardless of such assignment or not, however, Rockefeller shall cooperate fully with Amgen in such action upon request by Amgen. During the term of this Agreement, Rockefeller agrees to use its best efforts to ensure that Dr. ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ and any co-inventors of Licensed Patent Rights (and/or other Rockefeller or ▇▇▇▇▇▇ ▇▇▇▇▇▇ Medical Institute employees as might reasonably be requested for assistance by Amgen) will be available to cooperate with Amgen at Amgen’s request and expense In connection with such action. 7.3 Any award paid by third parties as a result of such patent infringement proceedings (whether by way of settlement or otherwise) shall first be applied toward reimbursement for the legal fees and expenses incurred, and the excess, if any, shall be treated as Net Sales, prorated over the period of the alleged infringement, of Products, on which Amgen shall pay the applicable royalty. So long as such infringement proceedings continue, Amgen shall be permitted to reserve any royalty due to Rockefeller on sales of the affected Product in the country in question until such time as the proceedings have been concluded. If the patent is finally held to be valid and infringed by any such third party, the reserved royalty shall thereupon be promptly paid to Rockefeller; if such patent is finally held to be unenforceable or invalid, then Rockefeller shall not be entitled to the reserved royalty and no further royally shall be due by Amgen or its sublicensees under that patent; royalties theretofore paid may be retained. 7.4 Should Amgen In any calendar year be required to pay royalties in any country under third party patents in order to make, use, or sell a Product hereunder, Amgen shall have the right to deduct such royalties from any royalties due Rockefeller in that country, up to a maximum of [*], provided, however, that the royalty owed to Rockefeller shall never be less than [*] of the amount otherwise payable by Amgen to Rockefeller on Net Sales of such Product pursuant to Section 6 in the affected country. In the event unlicensed competition should render it impossible for Amgen to make an acceptable profit in any country of the Territory, the Parties shall meet to discuss an appropriate further reduction in the royalty due Rockefeller for that country. 7.5 Amgen shall have the first right, but not the obligation, to defend any suit against Amgen or its sublicensees alleging infringement of any third party patent right arising out of the Penwest Patents manufacture, use, or sale of a Product by Amgen or its sublicensees. Rockefeller and Amgen shall confer with each other and cooperate during the infringement defense of any such action. If Amgen finds it necessary or misappropriation desirable for Rockefeller to join Amgen as a party, Rockefeller shall execute all papers or perform such other acts as may reasonably be required by Amgen. Rockefeller agrees to use its best efforts to ensure that Dr. ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ and any co-inventors of Licensed Patent Rights (and/or other Rockefeller or ▇▇▇▇▇▇ ▇▇▇▇▇▇ Medical Institute employees as might reasonably be requested for assistance by Amgen) will be available to cooperate with Amgen at Amgen’s request and expense for pursuing such action. Rockefeller shall be entitled to participate in and have counsel selected by it participate in any such action. Amgen shall bear the TIMERx Production Technology costs and expenses associated with any such suit or action. So long as such Infringement proceedings by a third party continue, Amgen shall be permitted to reserve the royalty payable to Rockefeller on the sales of any affected Product in the country in question until such time as the proceedings have been concluded. If the third party patent right is finally held to be uninfringed, unenforceable or invalid, then any reserved amount shall be promptly paid to Rockefeller. If the third party patent right is finally held to be valid and infringed by Amgen or its sublicensees or Amgen or the sublicensees enter into a settlement of such proceedings, Amgen or its sublicensees shall pay the full amount of such royalties, damages and/or settlement amounts due to such third party. 7.6 Unless abandoned or terminated, the licenses herein granted shall continue for the lives of any patents licensed hereunder as the same or the effectiveness thereof may be extended by an governmental authority, rule or regulation applicable thereto. Thereafter, upon expiration of all Licensed Patent Rights in a country, Amgen shall have a fully paid-up license to make, use and sell the Products(s) in that country. 7.7 In any infringement suit that Amgen may institute to enforce or defend the Licensed Patent Rights pursuant to this Agreement, Rockefeller, at the request and expense of Amgen, shall cooperate in all respects and, to the extent such infringement involves the manufacturepossible, use or sale of the Designated Product in the Territory ("Covered Infringement"). Mylan shall promptly inform Penwest of any suspected infringement of any of the Penwest Patents or infringement or misappropriation of the TIMERx Production Technologyhave its employees testify when requested and make available relevant records, whether or not the same involves a Covered Infringement. 8.2 If the suspected infringement or misappropriation does not involve a Covered Infringementpapers, Penwest may takeinformation, or refrain from takingsamples, any action it chooses, with or without notice to Mylanspecimens, and Mylan shall have no right to take any action with respect to such suspected infringement or misappropriation, nor to any recoveries with respect thereto. If the suspected infringement or misappropriation involves a Covered Infringement, Penwest shall, within 30 days of the first notice referred to in Section , inform Mylan whether or not Penwest intends to institute suit against such third party with respect to a Covered Infringement. Mylan will not take any steps toward instituting suit against any third party involving a Covered Infringement until Penwest has informed Mylan of its intention pursuant to the previous sentencelike. 8.3 If Penwest notifies Mylan that it intends to institute suit against a third party with respect to a Covered Infringement, and Mylan does not agree to join in such suit as provided in Section , Penwest may bring such suit on its own and shall in such event bear all costs of, and shall exercise all control over, such suit. Penwest may, at its expense, bring such action in the name of Mylan and/or cause Mylan to be joined in the suit as a plaintiff. Recoveries, if any, whether by judgment, award, decree or settlement, shall belong solely to Penwest. 8.4 If Penwest notifies Mylan that it desires to institute suit against such third party with respect to a Covered Infringement, and Mylan notifies Penwest within 30 days after receipt of such notice that Mylan desires to institute suit jointly, the suit shall be brought jointly in the names of both parties and all costs thereof shall be borne equally. Recoveries, if any, whether by judgment, award, decree or settlement, shall, after the reimbursement of each of Penwest and Mylan for its share of the joint costs in such action, be shared between Penwest and Mylan equally; provided however that, any portion of such net recoveries which constitutes the equivalent of, or damages or payments in lieu of, a royalty measured by the defendant's Net Sales shall not be shared equally, but shall be shared between Penwest and Mylan in accordance with Section as if they were Mylan's Net Sales. 8.5 If Penwest notifies Mylan that it does not intend to institute suit against such third party with respect to a Covered Infringement, Mylan may institute suit on its own. Mylan shall bear all costs of, and shall exercise all control over, such suit. Recoveries, if any, whether by judgment, award, decree or settlement, shall belong solely to Mylan; provided however that, after reimbursement of Mylan for its costs in such action, any portion of such net recoveries which constitutes the equivalent of, or damages or payments in lieu of, a royalty measured by the defendant's Net Sales shall be shared between Penwest and Mylan in accordance with Section as if they were Mylan's Net Sales. 8.6 Should either Penwest or Mylan commence a suit under the provisions of this Section and thereafter elect to abandon the same, it shall give timely notice to the other party, who may, if it so desires, be joined as a plaintiff in the suit (or continue as such if it is already one) and continue prosecution of such suit. The sharing of expenses and any recovery of such suit shall be as reasonably agreed between Penwest and Mylan.

Infringement. 8.1 Penwest 5.4.1 If either Party believes that an infringement by a Third Party with respect to any Penn Patent Right is occurring or may potentially occur, the knowledgeable Party will provide the other Party with: (a) written notice of such infringement or potential infringement; and (b) evidence of such infringement or potential infringement (the “Infringement Notice”). During the period in which, and in the jurisdiction where, Licensee has exclusive rights under this Agreement, neither Penn or Licensee will notify such a Third Party (including the infringer) of infringement or put such Third Party on notice of the existence of Penn Patent Rights without first providing an Infringement Notice and otherwise complying with this Section 5.4; provided that, Licensee shall promptly inform Mylan be entitled to take such actions (including notifying Third Parties of infringement) as are reasonably necessary to timely comply with and preserve all rights under the Biologics Price Competition and Innovation Act in the United States and comparable laws in other applicable countries. Without limiting Licensee’s right to take actions as described above, both Penn and Licensee will use reasonable efforts to cooperate with each other to terminate such infringement without litigation if the Parties mutually agree that such avoidance is appropriate under the circumstances. 5.4.2 If infringing activity of potential commercial significance, as reasonably determined by Licensee, has not been abated within [**] following the date the Infringement Notice for such activity was provided or, if Licensee determines that an earlier institution of suit is reasonably necessary to timely comply with and preserve all rights under the Biologics Price Competition and Innovation Act in the United States or comparable laws in other applicable countries, then during the period in which, and in the jurisdiction where, Licensee has exclusive rights under this Agreement, Licensee may institute suit for patent infringement against the infringer at such earlier time. Penn may voluntarily join (but not control) such suit at Licensee’s expense (provided that, if Penn joins such suit voluntarily and, absent a bona fide conflict of interest of the Parties, does not agree to be represented by Licensee’s counsel in such suit, Penn and not Licensee shall pay the costs and expenses of such representation by Penn’s counsel), but Penn may not thereafter commence suit against the infringer for the acts of infringement that are the subject of Licensee’s suit or any judgment rendered in such suit. Licensee may not join Penn in a suit initiated by Licensee without Penn’s prior written consent, such consent not to be unreasonably withheld, unless Penn’s joinder is reasonably necessary for Licensee to bring, maintain or establish damages in such suit, in which case Licensee may join Penn in such suit at Licensee’s expense. If in a suit initiated by Licensee, Penn is involuntarily joined other than by Licensee, then Licensee will pay any costs incurred by Penn arising out of such suit, including any legal fees of counsel that Penn selects and retains to represent it in the suit that is reasonably acceptable to Licensee. Licensee shall be free to enter into a settlement, declaratory judgment, consent judgment or other voluntary disposition, provided that any settlement, declaratory judgment, consent judgment or other voluntary disposition that: (i) limits the scope, validity or enforcement of Penn Patents; or (ii) admits fault or wrongdoing on the part of Penn must be approved in advance by Penn in writing. Licensee’s request for such approval shall include complete copies of final settlement documents, a detailed summary of such settlement, and any other information material to such settlement. Penn shall provide Licensee notice of its approval or denial within [**] of any suspected request for such approval by Licensee, provided that: (x) in the event Penn wishes to deny such approval, such notice shall include a detailed written description of Penn’s reasonable objections to the proposed settlement, consent judgment, or other voluntary disposition; and (y) Penn shall be deemed to have approved of such proposed settlement, declaratory judgment, consent judgment, or other voluntary disposition in the event it fails to provide such notice within such [**] period in accordance herewith. 5.4.3 If, within [**] following the date the Infringement Notice was provided, infringing activity of potential commercial significance has not been abated and if Licensee has not brought suit against the infringer, then Penn may institute suit for patent infringement against the infringer, provided that, if the appropriate action(s) under the Biologics Price Competition and Innovation Act in the United States or comparable laws in other applicable countries reasonably should be taken at later date(s), Penn shall not institute suit for patent infringement against the infringer. If Penn institutes such suit, then Licensee may not join such suit without the prior written consent of Penn and may not thereafter commence suit against the infringer for the acts of infringement that are the subject of Penn’s suit or any judgment rendered in such suit. 5.4.4 Notwithstanding Sections 5.4.2 and 5.4.3, in the event that any Penn Patent Rights are infringed by a Third Party: (a) prior to the First Commercial Sale of a Product in the United States; or (b) if any of the Penwest Patents infringed Penn Patent Rights are also licensed by Penn to a Third Party prior to any enforcement action being taken by either Party regarding such infringement, the Parties shall discuss, and will mutually agree, in writing, as to how to handle such infringement by such Third Party. ​ 5.4.5 Any recovery or the infringement settlement received in connection with any suit will first be shared by Penn and Licensee equally to cover any litigation costs each incurred and next shall be paid to Penn or misappropriation Licensee to cover any litigation costs it incurred in excess of the TIMERx Production Technology litigation costs of the other. Any remaining recoveries shall be allocated as follows: For any portion of the recovery or settlement, other than for amounts attributable and paid as enhanced damages for willful infringement: (a) for any suit that is initiated by Licensee and in which Penn was not a third partyparty in the litigation, Penn shall receive [**] percent ([**]%) of the recovery and the Licensee shall receive the remainder; and (b) for any suit that is initiated by the Licensee or Penn and that the other Party joins voluntarily (but only to the extent such infringement involves voluntary joining is allowed under this Agreement or expressly by the manufactureother Party in a separate agreement) or involuntarily, use or sale the non-initiating party shall receive its percentage of the Designated Product total litigation costs incurred by Penn and Licensee, but in no event shall the non-initiating Party receive less than [**] percent ([**]%) of such recovery, while the initiating party shall receive the remainder. For any portion of the recovery or settlement paid as enhanced damages for willful infringement: (c) for any suit that is initiated by Licensee or Penn and the other Party joins voluntarily (but only to the extent such voluntary joining is allowed under this Agreement or expressly by the other Party in a separate agreement) or involuntarily, Penn shall receive [**] percent ([**]%) and Licensee shall receive the remainder; and (d) for any suit that is initiated by Licensee and in which Penn was not a party in the Territory litigation, Penn shall receive [**] percent ("Covered Infringement"[**]%) and Licensee shall receive the remainder. For any portion of the recovery or settlement received in connection with any suit that is initiated by Penn and in which Licensee was not a party in the litigation, any recovery in excess of litigation costs will belong to Penn. 5.4.6 Each Party will reasonably cooperate and assist with the other in litigation proceedings instituted hereunder but at the expense of the Party who initiated the suit (unless such suit is being jointly prosecuted by the Parties). Mylan shall promptly inform Penwest For any suit that is initiated by Licensee, if Penn is subjected to third party discovery related to the Penn Patent Rights or Products licensed to Licensee hereunder, Licensee will pay Penn’s documented out of any suspected infringement of any of the Penwest Patents or infringement or misappropriation of the TIMERx Production Technology, whether or not the same involves a Covered Infringement. 8.2 If the suspected infringement or misappropriation does not involve a Covered Infringement, Penwest may take, or refrain from taking, any action it chooses, with or without notice to Mylan, and Mylan shall have no right to take any action pocket expenses with respect to such suspected infringement or misappropriation, nor to any recoveries with respect thereto. If the suspected infringement or misappropriation involves a Covered Infringement, Penwest shall, within 30 days of the first notice referred to in Section , inform Mylan whether or not Penwest intends to institute suit against such third party with respect to a Covered Infringement. Mylan will not take any steps toward instituting suit against any third party involving a Covered Infringement until Penwest has informed Mylan of its intention pursuant to the previous sentencesame. 8.3 If Penwest notifies Mylan that it intends to institute suit against a third party with respect to a Covered Infringement, and Mylan does not agree to join in such suit as provided in Section , Penwest may bring such suit on its own and shall in such event bear all costs of, and shall exercise all control over, such suit. Penwest may, at its expense, bring such action in the name of Mylan and/or cause Mylan to be joined in the suit as a plaintiff. Recoveries, if any, whether by judgment, award, decree or settlement, shall belong solely to Penwest. 8.4 If Penwest notifies Mylan that it desires to institute suit against such third party with respect to a Covered Infringement, and Mylan notifies Penwest within 30 days after receipt of such notice that Mylan desires to institute suit jointly, the suit shall be brought jointly in the names of both parties and all costs thereof shall be borne equally. Recoveries, if any, whether by judgment, award, decree or settlement, shall, after the reimbursement of each of Penwest and Mylan for its share of the joint costs in such action, be shared between Penwest and Mylan equally; provided however that, any portion of such net recoveries which constitutes the equivalent of, or damages or payments in lieu of, a royalty measured by the defendant's Net Sales shall not be shared equally, but shall be shared between Penwest and Mylan in accordance with Section as if they were Mylan's Net Sales. 8.5 If Penwest notifies Mylan that it does not intend to institute suit against such third party with respect to a Covered Infringement, Mylan may institute suit on its own. Mylan shall bear all costs of, and shall exercise all control over, such suit. Recoveries, if any, whether by judgment, award, decree or settlement, shall belong solely to Mylan; provided however that, after reimbursement of Mylan for its costs in such action, any portion of such net recoveries which constitutes the equivalent of, or damages or payments in lieu of, a royalty measured by the defendant's Net Sales shall be shared between Penwest and Mylan in accordance with Section as if they were Mylan's Net Sales. 8.6 Should either Penwest or Mylan commence a suit under the provisions of this Section and thereafter elect to abandon the same, it shall give timely notice to the other party, who may, if it so desires, be joined as a plaintiff in the suit (or continue as such if it is already one) and continue prosecution of such suit. The sharing of expenses and any recovery of such suit shall be as reasonably agreed between Penwest and Mylan.

Infringement. 8.1 Penwest shall promptly inform Mylan PROPRIETARY INFORMATION The Information contained herein is for the use of SBC Operations, Inc. (and its Affiliated Companies) and Concentric Network Corporation only and is not for disclosure without prior written approval. (a) In the event of any suspected infringement of claim or allegation against SBC for any of the Penwest Patents or the infringement or misappropriation of any third party copyright, patent, trademark, trade secret by reason of, and in the TIMERx Production Technology exercise by a third party, to the extent such infringement involves the manufacture, use or sale SBC of the Designated Product in the Territory ("Covered Infringement"). Mylan shall promptly inform Penwest of any suspected infringement of any of the Penwest Patents or infringement or misappropriation of the TIMERx Production Technology, whether or not the same involves a Covered Infringement. 8.2 If the suspected infringement or misappropriation does not involve a Covered Infringement, Penwest may take, or refrain from taking, any action it chooses, with or without notice to Mylan, rights and Mylan shall have no right to take any action licenses granted herein with respect to such suspected infringement or misappropriationProducts and Services provided by CNC, nor to any recoveries with respect thereto. If the suspected infringement or misappropriation involves a Covered Infringementhereunder, Penwest shall, within 30 days of the first notice referred to in Section , inform Mylan whether or not Penwest intends to institute suit against such third party with respect to a Covered Infringement. Mylan will not take any steps toward instituting suit against any third party involving a Covered Infringement until Penwest has informed Mylan of its intention pursuant to the previous sentence. 8.3 If Penwest notifies Mylan that it intends to institute suit against a third party with respect to a Covered Infringement, and Mylan does not agree to join in such suit as provided in Section , Penwest may bring such suit on its own and shall in such event bear all costs of, and shall exercise all control over, such suit. Penwest mayCNC will, at its expense, bring indemnify SBC and defend such claim, and pay any costs, expenses and finally awarded damages in connection therewith, including the reasonable fees and expenses of the attorneys for such defense provided that SBC will cooperate with CNC in connection therewith and notify CNC of such claim or action within a reasonable time. The foregoing will not limit SBC's ability to participate in any such action in the name of Mylan and/or cause Mylan to be joined in the suit as a plaintiff. Recoveries, if any, whether by judgment, award, decree or settlement, shall belong solely to Penwest. 8.4 If Penwest notifies Mylan that it desires to institute suit against such third party with respect to a Covered Infringementat its own expense, and Mylan notifies Penwest within 30 days after receipt of such notice that Mylan desires to institute suit jointly, the suit shall be brought jointly in the names of both parties and all costs thereof shall be borne equally. Recoveries, if any, whether by judgment, award, decree or settlement, shall, after the reimbursement of each of Penwest and Mylan for its share of the joint costs in such action, be shared between Penwest and Mylan equally; provided however that, any portion of such net recoveries which constitutes the equivalent of, or damages or payments in lieu of, a royalty measured by the defendant's Net Sales shall not be shared equally, but shall be shared between Penwest and Mylan in accordance with Section as if they were Mylan's Net Sales. 8.5 If Penwest notifies Mylan that it does not intend to institute suit against such third party with respect to a Covered Infringement, Mylan may institute suit on its own. Mylan shall bear all costs CNC will keep SBC informed of, and shall exercise all control over, such suit. Recoveries, if any, whether by judgment, award, decree or settlement, shall belong solely to Mylan; provided however that, after reimbursement of Mylan for its costs in such actionwill consult with, any portion independent attorneys appointed by SBC, regarding such litigation. CNC may not agree to any settlement that would or might have any effect upon SBC or its affiliates without first obtaining SBC's consent in writing. (b) If the permitted use by SBC of Products and Services provided by CNC, has become, or in CNC's opinion is likely to become, the subject of any claim of such net recoveries which constitutes infringement, CNC may at its option and expense either (i) procure for SBC the right to continue using the Products and Services provided by CNC , (ii) replace or modify Products and Services provided by CNC to make them non-infringing, provided that such modified Products and Services are equal or superior to the unmodified Products and Services in all material respects, (iii) substitute an equivalent offor Products and Services provided by CNC provided that such replacement Products and Services are equal or superior to the original Products and Services in all material respects . In the event CNC does not comply with the foregoing, SBC may terminate or modify this Agreement and without limiting SBC's other remedies, CNC will reimburse SBC for any damages related to replacement of infringing Products and Services. (c) CNC will not have any liability to SBC if any allegation of infringement is based upon (a) the interconnection and/or modification and/or use of Products or Services, or damages associated documentation in combination with other devices not furnished by CNC and which have not been disclosed to CNC as part of SBC's proposed configuration where the Product, Service or payments in lieu ofassociated documentation would not by itself be infringing, a royalty measured or (b) if the infringement arises out of compliance with SBC's specifications or designs or out of modifications made to the Product or Service or associated documentation, unless such modifications are made by CNC. PROPRIETARY INFORMATION The Information contained herein is for the defendant's Net Sales shall be shared between Penwest use of SBC Operations, Inc. (and Mylan in accordance with Section as if they were Mylan's Net Salesits Affiliated Companies) and Concentric Network Corporation only and is not for disclosure without prior written approval. 8.6 Should either Penwest or Mylan commence a suit under the provisions (d) SBC will, at its expense, indemnify CNC and defend claims of this Section infringement, and thereafter elect to abandon the samepay any costs, it shall give timely notice expenses and finally awarded damages in connection with SBC provided third party software for which and to the other party, who may, if it so desires, be joined as a plaintiff extent that SBC has received indemnification from the applicable third party and SBC proprietary software utilized in connection with the suit (or continue as Products and Services including the reasonable fees and expenses of CNC attorneys for such if it is already one) and continue prosecution of such suit. The sharing of expenses and any recovery of such suit shall be as reasonably agreed between Penwest and Mylandefense.

Infringement. 8.1 Penwest (a) Each Party shall promptly inform Mylan report in writing to each other Party during the term of any this Agreement any: (i) known infringement or suspected infringement of any of the Penwest Patents Lab Inventor Patent Rights in the Field; or the infringement (ii) unauthorized use or misappropriation of the TIMERx Production Lab Inventor Technology Rights in the Field by a third partyparty of which it becomes aware, to the extent such and shall provide each other Party with all available evidence supporting said infringement, suspected infringement involves the manufacture, or unauthorized use or sale of the Designated Product in the Territory ("Covered Infringement")misappropriation. Mylan shall promptly inform Penwest of any suspected infringement Within 30 days after Lab Inventor becomes, or is made, aware of any of the Penwest Patents or infringement or misappropriation of the TIMERx Production Technologyforegoing, it shall decide whether or not the same involves to initiate an infringement or other appropriate suit and shall advise Drug of its decision in writing. The inability of Lab Inventor to decide on a Covered Infringementcourse of action within such 30 day period shall for purposes of this Agreement be deemed a decision not to initiate an infringement or other appropriate suit. 8.2 If the (b) Within sixty (60) days after Lab Inventor becomes, or is made, aware of any infringement, suspected infringement or unauthorized use or misappropriation does not involve by a Covered Infringementthird party in the Field, Penwest may take, or refrain from taking, any action it chooses, with or without notice to Mylanas provided in paragraph (a) above, and Mylan provided that Lab Inventor shall have no advised Drug of its decision to file suit within the 30 day period provided in paragraph (a) above, Lab Inventor shall have the right to take any action with respect to such suspected initiate an infringement or misappropriation, nor to any recoveries with respect thereto. If other appropriate suit anywhere in the suspected infringement or misappropriation involves a Covered Infringement, Penwest shall, within 30 days of the first notice referred to in Section , inform Mylan whether or not Penwest intends to institute suit world against such third party party. Lab Inventor shall provide Drug with respect an opportunity to a Covered Infringement. Mylan will not take any steps toward instituting suit against any third party involving a Covered Infringement until Penwest has informed Mylan of its intention pursuant to the previous sentence. 8.3 If Penwest notifies Mylan that it intends to institute suit against a third party with respect to a Covered Infringement, make suggestions and Mylan does not agree to join in comments regarding such suit as provided in Section , Penwest may bring such suit on its own and shall in promptly notify Drug of the commencement of such event bear all costs suit. Lab Inventor shall keep Drug promptly informed of, and shall exercise from time to time consult with Drug regarding, the status of any such suit and shall provide Drug with copies of all control overdocuments filed in, and all written communications relating to, such suit. (c) Lab Inventor shall select counsel for any suit referred to in paragraph (b) above who shall be reasonably acceptable to Drug. Penwest mayLab Inventor shall, except as provided below, pay all expenses of the suit, including, without limitation, attorneys' fees and court costs. Drug, in its sole discretion, may elect, within 60 days after the receipt by Drug from Lab Inventor of notice of the commencement of such litigation, to contribute to the costs incurred by Lab Inventor in connection with such litigation in an amount not to exceed 50 percent of such costs. Any damages, settlement fees or other consideration for past infringement received as a result of such litigation shall be shared by Lab Inventor and Drug pro rata based on their respective sharing of the costs of such litigation. If necessary Drug shall join as a party to the suit but shall be under no obligation to participate except to the extent that such participation is required as the result of being a named party to the suit. Drug shall have the right to participate and be represented in any suit by its own counsel at its own expense. Lab Inventor shall not settle any such suit involving rights of Drug without obtaining the prior written consent of Drug, which consent shall not be unreasonably withheld. (d) In the event that Lab Inventor does not inform Drug of its intent to initiate an infringement or other appropriate suit within the 30-day period provided in paragraph (a) above, or does not initiate such an infringement other appropriate action within the 60-day period provided in paragraph (b) above, Drug shall have the right, at its expense, bring to initiate an infringement or other appropriate suit. In exercising its rights pursuant to this paragraph (d), Drug shall have the sole and exclusive right to select counsel and shall pay all expenses of the suit including without limitation attorneys' fees and court costs. If necessary, Lab Inventor shall join as a party to the suit and shall participate only to the extent that such participation is required as a result of its being a named party to the suit or being the holder of any patent at issue or being the owner of any Lab Inventor Technology Rights at issue. At Drug's request, Lab Inventor shall offer reasonable assistance to Drug in connection therewith at no charge to Drug except for reimbursement of reasonable out-of-pocket expenses incurred in rendering such assistance. Without limiting the generality of the preceding sentence, Lab Inventor shall cooperate fully in order to enable Drug to institute any action in hereunder. Lab Inventor shall have the name of Mylan and/or cause Mylan right to be joined represented in the suit as a plaintiff. Recoveries, if any, whether by judgment, award, decree or settlement, shall belong solely to Penwest. 8.4 If Penwest notifies Mylan that it desires to institute suit against such third party with respect to a Covered Infringement, and Mylan notifies Penwest within 30 days after receipt of such notice that Mylan desires to institute suit jointly, the suit shall be brought jointly in the names of both parties and all costs thereof shall be borne equally. Recoveries, if any, whether by judgment, award, decree or settlement, shall, after the reimbursement of each of Penwest and Mylan for its share of the joint costs in such action, be shared between Penwest and Mylan equally; provided however that, any portion of such net recoveries which constitutes the equivalent of, or damages or payments in lieu of, a royalty measured by the defendant's Net Sales shall not be shared equally, but shall be shared between Penwest and Mylan in accordance with Section as if they were Mylan's Net Sales. 8.5 If Penwest notifies Mylan that it does not intend to institute suit against such third party with respect to a Covered Infringement, Mylan may institute suit on its own. Mylan shall bear all costs of, and shall exercise all control over, such suit. Recoveries, if any, whether by judgment, award, decree or settlement, shall belong solely to Mylan; provided however that, after reimbursement of Mylan for its costs in such action, any portion of such net recoveries which constitutes the equivalent of, or damages or payments in lieu of, a royalty measured by the defendant's Net Sales shall be shared between Penwest and Mylan in accordance with Section as if they were Mylan's Net Sales. 8.6 Should either Penwest or Mylan commence a suit under the provisions of this Section and thereafter elect to abandon the same, it shall give timely notice to the other party, who may, if it so desires, be joined as a plaintiff in the suit (or continue as such if it is already one) and continue prosecution of such suit. The sharing of expenses and any recovery of such suit shall be as reasonably agreed between Penwest and Mylanby its own counsel at its own expense.

Infringement. 8.1 Penwest 11.1 MATRIGEN shall promptly inform Mylan have the first option to police the Licensed Patents and Products against infringement by other parties within the Field of Use. This right includes the right to defend any suspected action for declaratory judgment of noninfringement or invalidity as well as prosecuting, defending or settling all infringement and declaratory judgment actions at its expense and through counsel of its selection; provided, however, that any such settlement shall only be made with the advice and consent of MICHIGAN, which consent shall not be unreasonably withheld. MICHIGAN shall provide reasonable assistance to MATRIGEN with respect to such actions, provided MATRIGEN shall reimburse MICHIGAN for out-of-pocket expenses incurred in connection with any such assistance rendered at MATRIGEN’s request or reasonably required by MICHIGAN. In the event MATRIGEN elects to institute any such action or suit, MICHIGAN shall consent to be named as a nominal party therein. MICHIGAN retains the right to participate, with counsel of its own choosing and at its own expense, in any action under this Paragraph 11.1. 11.2 If MATRIGEN shall institute an action for infringement of any of the Penwest Patents a Licensed Patent or the infringement defend a declaratory judgment or misappropriation of the TIMERx Production Technology by a third party, to the extent such infringement involves the manufacture, use or sale of the Designated Product in the Territory ("Covered Infringement"). Mylan shall promptly inform Penwest of any suspected infringement of any of the Penwest Patents or infringement or misappropriation of the TIMERx Production Technology, whether or not the same involves a Covered Infringement. 8.2 If the suspected infringement or misappropriation does not involve a Covered Infringement, Penwest may take, or refrain from taking, any action it chooses, with or without notice to Mylan, and Mylan shall have no right to take any other action with respect to such suspected a Licensed Patent, any portion of any resulting settlement payments or damages awarded which is received by MATRIGEN, less MATRIGEN’s actual outside attorney fees and other direct, out-of-pocket litigation expenses (not to include any compensation paid to employees of MATRIGEN or Sublicensees) paid and unrecovered by MATRIGEN, shall be paid 75 percent to MATRIGEN and 25 percent to MICHIGAN. 11.3 If MATRIGEN fails to take action to ▇▇▇▇▇ any alleged infringement or misappropriation, nor to any recoveries with respect thereto. If the suspected infringement or misappropriation involves of a Covered Infringement, Penwest shall, Licensed Patent within 30 60 days of a reasonable request by MICHIGAN to do so (or within such shorter period which might be required to preserve the first notice referred legal rights of MICHIGAN under the laws of any relevant government or political subdivision thereof), then MICHIGAN shall have the right to in Section , inform Mylan whether or not Penwest intends to institute suit against take such third party with respect to action (including prosecution of a Covered Infringement. Mylan will not take any steps toward instituting suit against any third party involving a Covered Infringement until Penwest has informed Mylan of its intention pursuant to the previous sentence. 8.3 If Penwest notifies Mylan that it intends to institute suit against a third party with respect to a Covered Infringement, and Mylan does not agree to join in such suit as provided in Section , Penwest may bring such suit on its own and shall in such event bear all costs of, and shall exercise all control over, such suit. Penwest may, ) at its expense, bring such action in the name of Mylan and/or cause Mylan expense and MATRIGEN shall use reasonable efforts to be joined in the suit as a plaintiff. Recoveries, if any, whether by judgment, award, decree or settlement, shall belong solely to Penwest. 8.4 If Penwest notifies Mylan that it desires to institute suit against such third party with respect to a Covered Infringement, and Mylan notifies Penwest within 30 days after receipt of such notice that Mylan desires to institute suit jointly, the suit shall be brought jointly in the names of both parties and all costs thereof shall be borne equally. Recoveries, if any, whether by judgment, award, decree or settlement, shall, after the reimbursement of each of Penwest and Mylan for its share of the joint costs cooperate in such action, at MATRIGEN’s expense. If MICHIGAN elects to institute any such action or suit, MATRIGEN agrees to be shared between Penwest named as a nominal party therein at MICHIGAN’s request. MICHIGAN shall have the authority to settle on such terms as MICHIGAN shall determine, except that: (a) MICHIGAN shall not reach any settlement whereby it licenses a third party under any Licensed Patents in the Field of Use without the consent of MATRIGEN, which consent can be withheld for any reason; and Mylan equally; provided however that(b) MICHIGAN shall not reach any settlement affecting the scope of the Licensed Patents without the consent of MATRIGEN, any portion of such net recoveries which constitutes the equivalent of, or damages or payments in lieu of, a royalty measured by the defendant's Net Sales consent shall not be shared equallyunreasonably withheld. MICHIGAN shall retain 100 percent of any recovery or settlement under this Paragraph 11.3, but shall be shared between Penwest and Mylan after reimbursement to MATRIGEN of any out-of-pocket expenses incurred by MATRIGEN at MICHIGAN’s request in accordance with Section as if they were Mylan's Net Salesfurtherance of such action (such payment not to exceed the recovery or settlement amounts actually received by MICHIGAN). 8.5 If Penwest notifies Mylan that it does not intend to institute suit against such 11.4 MATRIGEN shall promptly notify MICHIGAN in writing in detail of the discovery of any allegation by a third party of infringement resulting from the practice of Licensed Patents within the Fields of Use, and of the initiation of any legal action by MATRIGEN or by any third party with respect regard to any alleged infringement or noninfringement. MATRIGEN shall in a Covered Infringement, Mylan may institute suit on its own. Mylan shall bear timely manner keep MICHIGAN informed and provide copies to MICHIGAN of all costs of, and shall exercise documents regarding all control over, such suit. Recoveries, if any, whether proceedings or actions instituted by judgment, award, decree or settlement, shall belong solely to Mylan; provided however that, after reimbursement of Mylan for its costs in such action, any portion of such net recoveries which constitutes the equivalent of, or damages or payments in lieu of, a royalty measured by the defendant's Net Sales shall be shared between Penwest and Mylan in accordance with Section as if they were Mylan's Net SalesMATRIGEN. 8.6 Should either Penwest or Mylan commence a suit under the provisions of this Section and thereafter elect to abandon the same, it shall give timely notice to the other party, who may, if it so desires, be joined as a plaintiff in the suit (or continue as such if it is already one) and continue prosecution of such suit. The sharing of expenses and any recovery of such suit shall be as reasonably agreed between Penwest and Mylan.

Infringement. 8.1 Penwest 5.1 In the event that: (a) any Licensed Patent is attacked or being a patent application is opposed; (b) any application for a patent is made by or any patent is granted to a third party by reason of which the third party may be granted or may have been granted rights which conflict with any of the rights granted to Licensee or its Affiliates under any Licensed Patent; (c) any unlicensed activities are carried on by any third party which could constitute an infringement of any Licensed Patent (which for the purposes of this clause 5 shall be deemed to include any patent (whether in application or granted) in respect of an Improvement of Licensor); or (d) any application is made for a compulsory licence under any Licensed Patent, the party to whose attention such activity has been drawn shall promptly inform Mylan of any suspected infringement of any the other party of the Penwest Patents or nature and extent of such known activity, following which Licensor and Licensee shall as soon as practicable consult together to decide what steps shall be taken to resolve the infringement or misappropriation of the TIMERx Production Technology by a third party, to the extent such infringement involves the manufacture, use or sale of the Designated Product in the Territory ("Covered Infringement"). Mylan shall promptly inform Penwest of any suspected infringement of any of the Penwest Patents or infringement or misappropriation of the TIMERx Production Technology, whether or not the same involves a Covered Infringementactivity. 8.2 If 5.2 Licensor and Licensee shall take all steps as may be agreed by them under clause 5.1, including the suspected infringement or misappropriation does not involve a Covered Infringement, Penwest may take, or refrain from taking, any action it chooses, with or without notice to Mylan, and Mylan shall have no right to take any action with respect to such suspected infringement or misappropriation, nor to any recoveries with respect thereto. If the suspected infringement or misappropriation involves a Covered Infringement, Penwest shall, within 30 days institution of the first notice referred to in Section , inform Mylan whether or not Penwest intends to institute suit against such third party with respect to a Covered Infringement. Mylan will not take any steps toward instituting suit against any third party involving a Covered Infringement until Penwest has informed Mylan of its intention pursuant to the previous sentence. 8.3 If Penwest notifies Mylan that it intends to institute suit against a third party with respect to a Covered Infringement, and Mylan does not agree to join in such suit as provided in Section , Penwest may bring such suit on its own and shall in such event bear all costs of, and shall exercise all control over, such suit. Penwest may, at its expense, bring such action legal proceedings where necessary in the name of Mylan and/or cause Mylan to be joined one of the parties or in the suit joint names of the Licensor and Licensee as a plaintiff. Recoveries, if any, whether by judgment, award, decree or settlement, shall belong solely to Penwestappropriate. 8.4 5.3 If Penwest notifies Mylan that it desires Licensor and Licensee fail to institute suit against such third party with respect agree under clause 5.2 and subject to a Covered Infringementclause 5.4, Licensor shall have the right to take all steps to prevent the infringement of the Licensed Patent and Mylan notifies Penwest Licensee shall, at Licensor's request and expense, render all reasonable assistance within 30 days after receipt Licensee's power. Licensor shall bear all costs in relation to any proceeding which are under the exclusive control of such notice that Mylan desires to institute suit jointly, the suit Licensor and Licensor shall be brought jointly in the names of both parties and all costs thereof shall be borne equally. Recoveries, if any, whether by judgment, award, decree or settlement, shall, after the reimbursement of each of Penwest and Mylan entitled to retain for its share of the joint own absolute benefit any damages, costs or other expenses awarded or recovered in any such action, be shared between Penwest and Mylan equally; provided however that, any portion of such net recoveries which constitutes the equivalent of, or damages or payments in lieu of, a royalty measured by the defendant's Net Sales shall not be shared equally, but shall be shared between Penwest and Mylan in accordance with Section as if they were Mylan's Net Salesproceedings. 8.5 5.4 If Penwest notifies Mylan Licensor fails within 1 month to take those steps as are mentioned under clause 5.3 or if Licensor informs Licensee that it Licensor does not intend to institute suit against such third party with respect take any steps under clause 5.3, Licensee shall have the right and is authorised by Licensor to a Covered Infringement, Mylan may institute suit take those steps independently. In so doing Licensee shall not be taken as acting as the agent or in any way on its ownbehalf of Licensor but Licensor shall give all reasonable assistance at Licensee's expense to facilitate any proceedings by Licensee. Mylan Licensee shall bear all costs of, and but shall exercise all control over, such suit. Recoveries, if any, whether by judgment, award, decree or settlement, shall belong solely be entitled to Mylan; provided however that, after reimbursement of Mylan retain for its own absolute benefit any damages, costs or other expenses awarded or recovered in any such action, proceedings. 5.5 Nothing in this agreement shall constitute any portion of such net recoveries which constitutes the equivalent of, representation that any Licensed Patent (if a patent application) shall proceed to grant or damages or payments in lieu of, a royalty measured by the defendant's Net Sales if granted shall be shared between Penwest and Mylan in accordance with Section as if they were Mylan's Net Salesvalid. 8.6 Should either Penwest or Mylan commence a suit under the provisions of this Section and thereafter elect to abandon the same, it shall give timely notice to the other party, who may, if it so desires, be joined as a plaintiff in the suit (or continue as such if it is already one) and continue prosecution of such suit. The sharing of expenses and any recovery of such suit shall be as reasonably agreed between Penwest and Mylan.

Infringement. 8.1 Penwest 11.1 LICENSEE and MICHIGAN shall each inform the other promptly inform Mylan in writing of any suspected alleged infringement of the Licensed Patents in any Field of the Penwest Patents or the infringement or misappropriation of the TIMERx Production Technology Use by a third partyparty and of any available evidence thereof. 11.2 During the term of this Agreement, LICENSEE has the first option to police the extent such Licensed Patents and Products against infringement involves the manufacture, use or sale of the Designated Product in by other parties within the Territory ("Covered Infringement")and the Fields of Use. Mylan This right to police includes defending any action for declaratory judgment of non-infringement or invalidity; and prosecuting, defending or settling all infringement and declaratory judgment actions at its expense and through counsel of its selection, except that LICENSEE shall promptly inform Penwest make any such settlement only with the advice and consent of MICHIGAN, which consent shall not be unreasonably withheld. MICHIGAN shall provide reasonable assistance to LICENSEE with respect to such actions, but only if LICENSEE reimburses MICHIGAN for out-of-pocket expenses incurred in connection with any suspected such assistance rendered at LICENSEE's request or reasonably required by MICHIGAN. If LICENSEE elects to institute any such action or suit, MICHIGAN agrees to be named as a nominal party therein. MICHIGAN retains the right to participate, with counsel of its own choosing and at its own expense, in any action under this Paragraph 11.2. 11.3 If LICENSEE institutes an action for infringement of any of the Penwest Patents a Licensed Patent or infringement defends a declaratory judgment or misappropriation of the TIMERx Production Technology, whether or not the same involves a Covered Infringement. 8.2 If the suspected infringement or misappropriation does not involve a Covered Infringement, Penwest may take, or refrain from taking, any action it chooses, with or without notice to Mylan, and Mylan shall have no right to take any other action with respect to a Licensed Patent, then during the pendency of such suspected infringement or misappropriation, nor litigation LICENSEE may withhold up to any recoveries with respect thereto. If the suspected infringement or misappropriation involves a Covered Infringement, Penwest shall, within 30 days fifty percent (50%) of the first notice referred payments otherwise thereafter due MICHIGAN under Paragraphs 4.2 and 4.3 above, applying that withholding towards reimbursement of no more than one-half (1/2) of LICENSEE's actual outside attorney fees and other direct, out-of-pocket litigation expenses (not to in Section , inform Mylan whether include any compensation paid to employees of LICENSEE or not Penwest intends to institute suit against such third party with respect to a Covered InfringementAffiliates). Mylan will not take any steps Any resulting settlement payments or damages awarded and received by LICENSEE shall be applied equally toward instituting suit against any third party involving a Covered Infringement until Penwest has informed Mylan reimbursement of its intention MICHIGAN's withheld royalties pursuant to this Paragraph and to LICENSEE's out-of-pocket expenses which were not reimbursed; of the previous sentence. 8.3 If Penwest notifies Mylan that it intends to institute suit against a third party with respect to a Covered Infringement, and Mylan does not agree to join in such suit as provided in Section , Penwest may bring such suit on its own and shall in such event bear all costs of, and shall exercise all control over, such suit. Penwest may, at its expense, bring such action in the name of Mylan and/or cause Mylan to be joined in the suit as a plaintiff. Recoveriesremainder, if any, whether by judgment, award, decree LICENSEE shall pay forty percent (40%) to MICHIGAN. If LICENSEE has paid or settlement, shall belong solely pays an annual fee to Penwest. 8.4 If Penwest notifies Mylan that it desires to institute suit against such third party with respect to a Covered Infringement, and Mylan notifies Penwest within 30 days after receipt of such notice that Mylan desires to institute suit jointly, the suit shall be brought jointly MICHIGAN under Paragraph 4.5 in the names of both parties and all costs thereof shall be borne equally. Recoveriessame year LICENSEE receives a payment or award as set out above, if any, whether by judgment, award, decree or settlement, shall, after then LICENSEE may credit that annual fee against the reimbursement of each of Penwest and Mylan for its share of the joint costs payment or award (after recovery of expenses and withheld royalties) otherwise due to MICHIGAN, exactly as if that share represented additional royalties due from LICENSEE. 11.4 If LICENSEE fails to take action to ▇▇▇▇▇ any alleged infringement of a Licensed Patent within sixty (60) days of a request by MICHIGAN to do so (or within a shorter period if required to preserve the legal rights of MICHIGAN under the laws of any relevant government or political subdivision thereof), then MICHIGAN has the right to take such action (including prosecution of a suit) at its expense and LICENSEE shall use reasonable efforts to cooperate in such action, at LICENSEE's expense. If MICHIGAN elects to institute any such action or suit, LICENSEE agrees to be shared between Penwest and Mylan equally; provided however thatnamed as a nominal party therein. MICHIGAN has full authority to settle on such terms as MICHIGAN shall determine, any portion of such net recoveries which constitutes the equivalent of, or damages or payments in lieu of, a royalty measured by the defendant's Net Sales except that MICHIGAN shall not be shared equally, but shall be shared between Penwest and Mylan in accordance with Section as if they were Mylan's Net Sales. 8.5 If Penwest notifies Mylan that reach any settlement whereby it does not intend to institute suit against such licenses a third party with respect to a Covered Infringementunder any Licensed Patents in the Territory and any Field of Use without the consent of LICENSEE, Mylan may institute suit on its ownwhich consent LICENSEE can withhold for any reason. Mylan shall bear After recovery of all costs of MICHIGAN's out-of-pocket litigation expenses, and shall exercise all control over, after payment to LICENSEE (such suit. Recoveries, if any, whether payment not to exceed the recovery or settlement amounts actually received by judgment, award, decree or settlement, shall belong solely MICHIGAN) of any unrecovered expenses paid by LICENSEE at MICHIGAN's request to Mylan; provided however that, after reimbursement third parties in furtherance of Mylan for its costs in such action, MICHIGAN shall pay twenty percent (20%) of any portion remainder of such net recoveries which constitutes the equivalent ofany recovery or settlement to LICENSEE. 11.5 If LICENSEE initiates any legal action, or damages learns of a legal action initiated by any third party concerning any alleged infringement or payments non-infringement, or discovers any allegation by a third party of infringement resulting from the practice of Licensed Patents, then LICENSEE shall so notify MICHIGAN promptly in lieu of, a royalty measured detailed writing. LICENSEE shall promptly keep MICHIGAN informed and provide copies to MICHIGAN of all documents regarding all such proceedings or actions instituted by the defendant's Net Sales shall be shared between Penwest and Mylan in accordance with Section as if they were Mylan's Net SalesLICENSEE. 8.6 Should either Penwest or Mylan commence a suit under the provisions of this Section and thereafter elect to abandon the same, it shall give timely notice to the other party, who may, if it so desires, be joined as a plaintiff in the suit (or continue as such if it is already one) and continue prosecution of such suit. The sharing of expenses and any recovery of such suit shall be as reasonably agreed between Penwest and Mylan.

Infringement. 8.1 Penwest (a) If either Party shall promptly inform Mylan learn of any suspected infringement of any of the Penwest Patents a claim or the infringement or misappropriation of the TIMERx Production Technology by a third party, to the extent such infringement involves assertion that the manufacture, use use, marketing, offer for sale or sale of the Designated Product in the Territory ("Covered Infringement"). Mylan shall promptly inform Penwest infringes or otherwise violates the intellectual property rights of any suspected Third Party (“Third Party Infringement Claim”), then the Party becoming so informed shall promptly, but in all events within […***…] days thereof, notify the other Party to this Agreement of the Third Party Infringement Claim. It shall be the sole responsibility of Horizon to determine the nature of and direct any defense against any such Third Party Infringement Claim with respect to the Product, at Horizon’s sole cost and expense and at its election and discretion. In the event any Third Party Infringement Claim is filed against Horizon with respect to the Product, Mallinckrodt shall cooperate with Horizon in the defense of such action at the reasonable cost and expense of Horizon if requested by Horizon. (b) In the event of any infringement of any Horizon’s patent or other intellectual property rights related to the Product or the manufacture, use, marketing, offer for sale or sale of such 50 *** Confidential Treatment Requested Product in the Territory, which infringement involves a product that could or does compete with the Product and/or could adversely affect either or both of the Penwest Patents or infringement or misappropriation Parties’ interests under this Agreement with respect to the Product (including a Paragraph IV Notice received as a result of an Abbreviated New Drug Application filed by a Third Party for a generic version of the TIMERx Production TechnologyProduct), Horizon shall, in its sole discretion, determine whether or not the same involves a Covered Infringement. 8.2 If the suspected infringement or misappropriation does not involve a Covered Infringement, Penwest may take, or refrain from taking, any action it chooses, with or without notice to Mylan, and Mylan shall have no right in what manner to take appropriate legal action to redress such infringement (an “Enforcement Action”). In the event any action such Enforcement Action is initiated, Horizon shall use commercially reasonable efforts to prosecute such matter and Horizon shall keep Mallinckrodt promptly informed regarding such Enforcement Action. At Horizon’s reasonable request, Mallinckrodt shall cooperate fully with Horizon with respect to any such suspected infringement or misappropriation, nor to any recoveries with respect thereto. If the suspected infringement or misappropriation involves a Covered Infringement, Penwest shall, within 30 days of the first notice referred to in Section , inform Mylan whether or not Penwest intends to institute suit against such third party with respect to a Covered Infringement. Mylan will not take any steps toward instituting suit against any third party involving a Covered Infringement until Penwest has informed Mylan of its intention pursuant to the previous sentence. 8.3 If Penwest notifies Mylan that it intends to institute suit against a third party with respect to a Covered InfringementEnforcement Action, and Mylan does not agree to join Horizon shall reimburse Mallinckrodt for its reasonable out-of-pocket costs and expenses incurred in providing such suit as provided in Section , Penwest may bring such suit on its own and shall in such event bear all costs of, and shall exercise all control over, such suitcooperation. Penwest may, at its expense, bring such action in the name of Mylan and/or cause Mylan to be joined in the suit Any recovery received as a plaintiff. Recoveries, if any, whether by judgment, award, decree or settlement, result of any Enforcement Action shall belong solely to PenwestHorizon. 8.4 If Penwest notifies Mylan that it desires to institute suit against such third party with respect to a Covered Infringement, and Mylan notifies Penwest within 30 days after receipt of such notice that Mylan desires to institute suit jointly, the suit shall be brought jointly in the names of both parties and all costs thereof shall be borne equally. Recoveries, if any, whether by judgment, award, decree or settlement, shall, after the reimbursement of each of Penwest and Mylan for its share of the joint costs in such action, be shared between Penwest and Mylan equally; provided however that, any portion of such net recoveries which constitutes the equivalent of, or damages or payments in lieu of, a royalty measured by the defendant's Net Sales shall not be shared equally, but shall be shared between Penwest and Mylan in accordance with Section as if they were Mylan's Net Sales. 8.5 If Penwest notifies Mylan that it does not intend to institute suit against such third party with respect to a Covered Infringement, Mylan may institute suit on its own. Mylan shall bear all costs of, and shall exercise all control over, such suit. Recoveries, if any, whether by judgment, award, decree or settlement, shall belong solely to Mylan; provided however that, after reimbursement of Mylan for its costs in such action, any portion of such net recoveries which constitutes the equivalent of, or damages or payments in lieu of, a royalty measured by the defendant's Net Sales shall be shared between Penwest and Mylan in accordance with Section as if they were Mylan's Net Sales. 8.6 Should either Penwest or Mylan commence a suit under the provisions of this Section and thereafter elect to abandon the same, it shall give timely notice to the other party, who may, if it so desires, be joined as a plaintiff in the suit (or continue as such if it is already one) and continue prosecution of such suit. The sharing of expenses and any recovery of such suit shall be as reasonably agreed between Penwest and Mylan.

Infringement. 8.1 Penwest shall promptly inform Mylan 22.1. So long as Licensee remains the exclusive licensee of any suspected of the Patents in the Field of Use, Licensee shall have the right during the term of this Agreement to commence an action for infringement of any of those Patents against any third party for any infringement occurring within Carnegie Mellon/ Carmell License Final 16 the Penwest Patents Field of Use, provided that Licensee shall provide Carnegie Mellon thirty (30) days’ prior written notice of such infringement and of Licensee’s intent to file such action. Carnegie Mellon shall have the right at its own expense (subject to being reimbursed from any settlement amount or proceeds as provided herein) to appear in such action by counsel of its own selection. If required by the infringement or misappropriation jurisdictional laws of the TIMERx Production Technology by forum that any such action be prosecuted in the name of the owner of the Patent or that Carnegie Mellon be joined as a party-plaintiff, Carnegie Mellon shall voluntarily appear; provided that Licensee shall hold Carnegie Mellon harmless from, and indemnify Carnegie Mellon against any liability, damage, loss, or expense that Carnegie Mellon suffers or incurs, including Carnegie Mellon’s attorneys’ fees and expenses, in connection with, in consequence of or resulting from such action and that if such appearance could subject Carnegie Mellon to any unrelated action or claim of a third partyparty or Licensee in that or any other jurisdiction, then Carnegie Mellon shall have the right to decline such appearance. All liability, damage, loss, or expense suffered or incurred by Carnegie Mellon in accordance with the preceding sentence, including reasonable compensation for the time of any Carnegie Mellon personnel, shall be paid by Licensee as the same as incurred by Carnegie Mellon. Settlement of any action brought by Licensee shall require the consent of Carnegie Mellon and Licensee, which neither shall unreasonably withhold from the other, and any settlement amount or recovery for damages shall be applied as follows: (a) first, to reimburse the extent parties for their unreimbursed expenses in connection with the litigation; and (b) second, Carnegie Mellon shall receive compensation for unreimbursed time of any Carnegie Mellon personnel involved in the action; and (c) third, Carnegie Mellon shall receive two and seven one hundreths percent (2.07%) of any monies remaining. 22.2. In the event that Licensee is unsuccessful in persuading an alleged infringer to desist and fails to initiate any infringement action contemplated by Section 22.l within a reasonable time after Licensee first becomes aware of the basis for such action, Carnegie Mellon shall have the right, in its sole discretion, to prosecute such infringement involves action at its sole expense, provided that, before commencing any such action concerning the manufactureField of Use, use Carnegie Mellon shall provide Licensee written notice of such infringement and of Carnegie Mellon’s intent to file such action. Licensee shall have the right at its own expense to appear in such action by counsel of its own selection. If Carnegie Mellon provides Licensee with such notice and Licensee fails to initiate an action against such third party prior to the commencement of an action by Carnegie Mellon, then any settlement amount or sale recovery shall belong to Carnegie Mellon, and Carnegie Mellon may settle said action without the consent of Licensee. 22.3. Notwithstanding the Designated Product in the Territory ("Covered Infringement"). Mylan shall promptly inform Penwest pendency of any suspected infringement of any of the Penwest Patents (or infringement other) claim or misappropriation of the TIMERx Production Technologyaction by or against Licensee, whether or not the same involves a Covered Infringement. 8.2 If the suspected infringement or misappropriation does not involve a Covered Infringement, Penwest may take, or refrain from taking, any action it chooses, with or without notice to Mylan, and Mylan Licensee shall have no right to take terminate or suspend (or escrow) payment of any action with respect amounts required to such suspected infringement or misappropriation, nor be paid to any recoveries with respect thereto. If the suspected infringement or misappropriation involves a Covered Infringement, Penwest shall, within 30 days of the first notice referred to in Section , inform Mylan whether or not Penwest intends to institute suit against such third party with respect to a Covered Infringement. Mylan will not take any steps toward instituting suit against any third party involving a Covered Infringement until Penwest has informed Mylan of its intention Carnegie Mellon pursuant to the previous sentencethis Agreement. 8.3 If Penwest notifies Mylan that it intends to institute suit against a third party with respect to a Covered Infringement, and Mylan does not agree to join in such suit as provided in Section , Penwest may bring such suit on its own and shall in such event bear all costs of, and shall exercise all control over, such suit. Penwest may, at its expense, bring such action in the name of Mylan and/or cause Mylan to be joined in the suit as a plaintiff. Recoveries, if any, whether by judgment, award, decree or settlement, shall belong solely to Penwest. 8.4 If Penwest notifies Mylan that it desires to institute suit against such third party with respect to a Covered Infringement, and Mylan notifies Penwest within 30 days after receipt of such notice that Mylan desires to institute suit jointly, the suit shall be brought jointly in the names of both parties and all costs thereof shall be borne equally. Recoveries, if any, whether by judgment, award, decree or settlement, shall, after the reimbursement of each of Penwest and Mylan for its share of the joint costs in such action, be shared between Penwest and Mylan equally; provided however that, any portion of such net recoveries which constitutes the equivalent of, or damages or payments in lieu of, a royalty measured by the defendant's Net Sales shall not be shared equally, but shall be shared between Penwest and Mylan in accordance with Section as if they were Mylan's Net Sales. 8.5 If Penwest notifies Mylan that it does not intend to institute suit against such third party with respect to a Covered Infringement, Mylan may institute suit on its own. Mylan shall bear all costs of, and shall exercise all control over, such suit. Recoveries, if any, whether by judgment, award, decree or settlement, shall belong solely to Mylan; provided however that, after reimbursement of Mylan for its costs in such action, any portion of such net recoveries which constitutes the equivalent of, or damages or payments in lieu of, a royalty measured by the defendant's Net Sales shall be shared between Penwest and Mylan in accordance with Section as if they were Mylan's Net Sales. 8.6 Should either Penwest or Mylan commence a suit under the provisions of this Section and thereafter elect to abandon the same, it shall give timely notice to the other party, who may, if it so desires, be joined as a plaintiff in the suit (or continue as such if it is already one) and continue prosecution of such suit. The sharing of expenses and any recovery of such suit shall be as reasonably agreed between Penwest and Mylan.

Infringement. 8.1 Penwest (a) Amarin shall promptly inform Mylan notify Chemport of any suspected infringement of any or threatened infringement, misappropriation or other unauthorized use of the Penwest Patents Chemport Intellectual Property licensed by Chemport to Amarin under the Amarin License that comes to ▇▇▇▇▇▇’s attention. The notice shall set forth the facts of such suspected or threatened infringement in reasonable detail. Chemport shall have the infringement or misappropriation of sole right, but not the TIMERx Production Technology by a third partyobligation, to the extent such infringement involves the manufactureinstitute, use or sale of the Designated Product in the Territory ("Covered Infringement"). Mylan shall promptly inform Penwest of any suspected infringement of any of the Penwest Patents or infringement or misappropriation of the TIMERx Production Technology, whether or not the same involves a Covered Infringement. 8.2 If the suspected infringement or misappropriation does not involve a Covered Infringement, Penwest may take, or refrain from taking, any action it chooses, with or without notice to Mylan, prosecute and Mylan shall have no right to take any action with respect to such suspected infringement or misappropriation, nor to any recoveries with respect thereto. If the suspected infringement or misappropriation involves a Covered Infringement, Penwest shall, within 30 days of the first notice referred to in Section , inform Mylan whether or not Penwest intends to institute suit against such third party with respect to a Covered Infringement. Mylan will not take any steps toward instituting suit against any third party involving a Covered Infringement until Penwest has informed Mylan of its intention pursuant to the previous sentence. 8.3 If Penwest notifies Mylan that it intends to institute suit against a third party with respect to a Covered Infringement, and Mylan does not agree to join in such suit as provided in Section , Penwest may bring such suit on its own and shall in such event bear all costs of, and shall exercise all control over, such suit. Penwest maycontrol, at its expense, bring any action or proceeding against the Third-Party infringer of such Chemport Intellectual Property. If Chemport institutes an action in the name of Mylan and/or cause Mylan against such infringer, Amarin shall give Chemport reasonable assistance and authority to be joined in control, file and prosecute the suit as a plaintiffnecessary at Chemport’s expense. RecoveriesAmarin shall have the right to participate in the applicable action or proceeding with its own counsel at its own expense and without reimbursement hereunder. If Amarin elects to so participate, if any, whether by judgment, award, decree Chemport shall provide Amarin with an opportunity to consult regarding such action or settlement, shall belong solely to Penwestproceeding. 8.4 (b) If Penwest notifies Mylan that Chemport elects not to bring any action or proceeding for infringement, misappropriation or other unauthorized use of the Chemport Intellectual Property licensed by Chemport to Amarin under the Amarin License, then it desires shall promptly advise Amarin of its decision, and ▇▇▇▇▇▇ thereafter shall have the right, but not the obligation, to institute suit institute, prosecute and control, at its expense, any action or proceeding against the Third-Party infringer of such Chemport Intellectual Property. If Amarin institutes an action against such third party with respect infringer, Chemport shall give Amarin reasonable assistance and authority to a Covered Infringementcontrol, file and Mylan notifies Penwest within 30 days after receipt of such notice that Mylan desires to institute suit jointly, prosecute the suit shall be brought jointly in the names of both parties and all costs thereof shall be borne equally. Recoveries, if any, whether by judgment, award, decree or settlement, shall, after the reimbursement of each of Penwest and Mylan for its share of the joint costs in such action, be shared between Penwest and Mylan equally; provided however that, any portion of such net recoveries which constitutes the equivalent of, or damages or payments in lieu of, a royalty measured by the defendant's Net Sales shall not be shared equally, but shall be shared between Penwest and Mylan in accordance with Section as if they were Mylan's Net Sales. 8.5 If Penwest notifies Mylan that it does not intend to institute suit against such third party with respect to a Covered Infringement, Mylan may institute suit on its own. Mylan shall bear all costs ofnecessary at Amarin’s expense, and shall exercise all control overjoin such action if reasonably requested by Amarin or required by applicable Legal Requirements. Chemport shall have the right to participate in the applicable action or proceeding with its own counsel at its own expense and without reimbursement hereunder (except for any out-of-pocket costs and expenses incurred by Chemport following its joinder as a party to such action or proceeding pursuant to Amarin’s reasonable request or as required by applicable Legal Requirements). If Chemport elects to participate (but is not joined as a party to such action or proceeding), Amarin shall provide Chemport with an opportunity to consult regarding such action or proceeding. Amarin shall retain any damages or other monetary awards that it recovers in pursuing any action under this Section 8.4(b). (c) In the event that either Party exercises the rights conferred in this Section 8.4 and recovers any damages or other sums in such action or proceeding or in settlement thereof, such suit. Recoveries, if any, whether by judgment, award, decree or settlement, shall belong solely to Mylan; provided however that, after reimbursement of Mylan for its costs in such action, any portion of such net recoveries which constitutes the equivalent of, or damages or payments in lieu other sums recovered shall first be applied to all out-of, a royalty measured -pocket costs and expenses incurred by the defendant's Net Sales Parties in connection therewith (including attorneys fees), unless such Party is expressly not entitled to reimbursement under this Section 8.4. If such recovery is insufficient to cover all such costs and expenses of both Parties, the controlling Party’s costs shall be shared between Penwest and Mylan paid in accordance with Section as if they were Mylan's Net Sales. 8.6 Should either Penwest or Mylan commence a suit full first before any of the other Party’s costs. Each Party seeking reimbursement under the provisions of this Section and thereafter elect to abandon the same, it 8.4 shall give timely notice furnish promptly to the other party, who may, if it so desires, be joined as a plaintiff in the suit (or continue as such if it is already one) Party appropriate documentation of its out-of-pocket costs and continue prosecution of such suit. The sharing of expenses and any recovery of such suit shall be as reasonably agreed between Penwest and Mylanincurred.

Infringement. 8.1 Penwest shall promptly inform Mylan 23.1 During the term of this Agreement, each party will promptly, and in any suspected event no later than thirty (30) days, report in writing to the other party any actual or threatened infringement of any Patent comprising the Licensed Products of which it becomes aware. With respect to any such actual or threatened infringement in the Penwest Patents Field or Use (each, an “Infringement”), each party will provide the infringement other party with all available evidence supporting such actual or misappropriation threatened Infringement (“Infringement Notice”). The parties will reasonably cooperate with each other to terminate or settle any such Infringement without litigation. (a) Licensee will have the first right to commence an action against any such Infringement anywhere in the world at its own expense, provided Licensee gives CWRU sufficient advance notice of its intent to take such action and the TIMERx Production Technology by reasons therefor. Licensee will have the sole and exclusive right to select counsel for any such Infringement action. Licensee shall bear all costs associated with such Infringement action (including but not limited to attorney’s fees) except that CWRU will cooperate with Licensee in bringing and pursuing such Infringement action as reasonably requested at no cost to Licensee except for reimbursement of reasonable out-of-pocket expenses incurred in rendering such cooperation. Licensee will keep CWRU promptly informed, will regularly consult with CWRU regarding the status of any such Infringement action, and will provide CWRU with copies of all documents filed in, and all material written communications relating to, such Infringement action. If reasonably necessary, CWRU will join as a third party, party to such Infringement action but will be under no obligation to participate except to the extent that such infringement involves participation is required as the result of being a named party to the Infringement action. CWRU may, at its option and expense, join Licensee in the prosecution or defense of any such Infringement action. Licensee will not settle any such Infringement action without obtaining the prior written consent of CWRU, which consent will not be unreasonably withheld. (b) If within one hundred and eighty (180) days from the date of the Infringement Notice, the alleged Infringement is not terminated or settled and Licensee has failed to bring any action against the alleged or actual infringer, then CWRU will have the right to bring an action against the alleged or actual infringer at its own expense. CWRU will have the sole and exclusive right to select counsel for any such Infringement action. CWRU shall bear all costs associated with such Infringement action (including but not limited to attorneys’ fees) except that Licensee will cooperate with CWRU in bringing and pursuing such Infringement action as reasonably requested at no cost to CWRU except for reimbursement of reasonable out-of-pocket expenses incurred in rendering such cooperation. CWRU will keep Licensee promptly informed, will regularly consult with Licensee regarding the status of any such Infringement action and will provide Licensee with copies of all documents filed in, and all material written communications relating to, such Infringement action. If reasonably necessary, Licensee will join as a party to such Infringement action but will be under no obligation to participate except to the extent that such participation is required as the result of being a named party to the Infringement action. Licensee may, at its option and expense, join CWRU in the prosecution or defense of such Infringement action. CWRU will not settle any such Infringement action without obtaining the prior written consent of Licensee, which consent will not be unreasonably withheld. (c) If a Third Party brings a law suit or proceeding against CWRU that seeks damages from CWRU based on an allegation(s) that the Licensed Technology infringes the intellectual property of said Third Party (a “Suit”), CWRU shall notify Licensee of such Suit and Licensee shall, at its option, undertake the defense of such Suit at Licensee’s own expense and with counsel reasonably acceptable to CWRU; provided that, Licensee shall not settle any such Suit without CWRU’s prior consent, which consent will not be unreasonably withheld. CWRU shall reasonably cooperate with Licensee in such defense. All reasonable costs and expenses incurred in connection with such cooperation will be borne by the Licensee. If (1) Licensee declines to undertake the defense of the Suit within thirty (30) days of notification thereof; or (2) Licensee fails to subsequently undertake and maintain the defense of the Suit or fails to settle such Suit within one hundred and eighty (180) days of its assumption of the defense thereof, then CWRU shall have the right, exercisable in the sole discretion of CWRU and upon advance notice to Licensee within thirty (30) days after the end of the applicable period in clause (1) or (2) above, to undertake the defense of the Suit at CWRU’s own expense and with counsel reasonably acceptable to Licensee; provided that CWRU shall not settle any such Suit without Licensee’s prior consent, which consent will not be unreasonably withheld. Licensee shall reasonably cooperate with CWRU in such defense. All reasonable costs and expenses incurred in connection with such cooperation will be borne by CWRU. Nothing in this Section 23.2(c) shall be construed as (1) obligating either party to resolve any dispute or to settle or defend any claim, suit or proceeding arising out of Licensee’s manufacture, use or sale of the Designated Product Licensed Products, or (2) prohibiting any party from, at its option and expense, joining in the Territory defense of any Suit in which it is named a party. The party that has undertaken the defense of any Suit will keep the other party promptly informed, will regularly consult with the other party regarding the status of any such Suit and will provide the other party with copies of all documents filed in, and all material written communications relating to, such Suit. If the parties agree to grant a non-exclusive license to settle a Suit with a Third Party, the parties will negotiate in good faith to modify the terms of this Agreement ("Covered Infringement"taking into account that a portion of the equity interest in Licensee originally allocated to CWRU was re-allocated to certain members of CWRU faculty), if necessary to address in an equitable manner the economic consequences of such non-exclusive license. 23.3 Any recovery, whether by way of settlement or judgment, from a Third Party pursuant to a legal proceeding initiated in accordance with Section 23.2 shall first be used to reimburse the party initiating such legal proceedings for its actual fees, costs and expenses incurred in connection with such proceeding. The balance of such recovery shall be divided seventy-five percent (75%) to the party that initiated the legal proceeding and twenty-five percent (25%) to the other party. 23.4 Without limiting the generality of Section 23.2, in the event a party initiates or defends a legal proceeding pursuant to Section 23, the other party shall cooperate fully with and supply all assistance reasonably requested by the party initiating such proceeding, including without limitation, joining the proceeding as a party if requested (at the initiating party’s sole cost). Mylan Subject to Section 23.2, the party that institutes any legal proceeding concerning any Patent pursuant to Section 23 shall promptly inform Penwest have sole control of that proceeding. 23.5 Notwithstanding the pendency of any suspected infringement of any of the Penwest Patents Infringement (or infringement other) claim or misappropriation of the TIMERx Production Technologyaction by or against Licensee, whether or not the same involves a Covered Infringement. 8.2 If the suspected infringement or misappropriation does not involve a Covered Infringement, Penwest may take, or refrain from taking, any action it chooses, with or without notice to Mylan, and Mylan Licensee shall have no right to take terminate or suspend (or escrow) payment of any action with respect amounts required to such suspected infringement or misappropriation, nor be paid to any recoveries with respect thereto. If the suspected infringement or misappropriation involves a Covered Infringement, Penwest shall, within 30 days of the first notice referred to in Section , inform Mylan whether or not Penwest intends to institute suit against such third party with respect to a Covered Infringement. Mylan will not take any steps toward instituting suit against any third party involving a Covered Infringement until Penwest has informed Mylan of its intention CWRU pursuant to the previous sentencethis Agreement. 8.3 If Penwest notifies Mylan that it intends to institute suit against a third party with respect to a Covered Infringement, and Mylan does not agree to join in such suit as provided in Section , Penwest may bring such suit on its own and shall in such event bear all costs of, and shall exercise all control over, such suit. Penwest may, at its expense, bring such action in the name of Mylan and/or cause Mylan to be joined in the suit as a plaintiff. Recoveries, if any, whether by judgment, award, decree or settlement, shall belong solely to Penwest. 8.4 If Penwest notifies Mylan that it desires to institute suit against such third party with respect to a Covered Infringement, and Mylan notifies Penwest within 30 days after receipt of such notice that Mylan desires to institute suit jointly, the suit shall be brought jointly in the names of both parties and all costs thereof shall be borne equally. Recoveries, if any, whether by judgment, award, decree or settlement, shall, after the reimbursement of each of Penwest and Mylan for its share of the joint costs in such action, be shared between Penwest and Mylan equally; provided however that, any portion of such net recoveries which constitutes the equivalent of, or damages or payments in lieu of, a royalty measured by the defendant's Net Sales shall not be shared equally, but shall be shared between Penwest and Mylan in accordance with Section as if they were Mylan's Net Sales. 8.5 If Penwest notifies Mylan that it does not intend to institute suit against such third party with respect to a Covered Infringement, Mylan may institute suit on its own. Mylan shall bear all costs of, and shall exercise all control over, such suit. Recoveries, if any, whether by judgment, award, decree or settlement, shall belong solely to Mylan; provided however that, after reimbursement of Mylan for its costs in such action, any portion of such net recoveries which constitutes the equivalent of, or damages or payments in lieu of, a royalty measured by the defendant's Net Sales shall be shared between Penwest and Mylan in accordance with Section as if they were Mylan's Net Sales. 8.6 Should either Penwest or Mylan commence a suit under the provisions of this Section and thereafter elect to abandon the same, it shall give timely notice to the other party, who may, if it so desires, be joined as a plaintiff in the suit (or continue as such if it is already one) and continue prosecution of such suit. The sharing of expenses and any recovery of such suit shall be as reasonably agreed between Penwest and Mylan.

Infringement. 8.1 Penwest 7.1 GTx shall inform UTRF and UTRF shall inform GTx promptly inform Mylan in writing of any suspected alleged assertion and/or claim of infringement of the Licensed Patents by a Third Party and of any available evidence thereof. 7.2 GTx shall have the first, sole and exclusive right, but shall not be obligated, to prosecute or defend at its own expense all infringements or opposition, interference and ex parte proceedings of the Penwest Patents or the infringement or Licensed Patents, including prosecuting for any misappropriation of Licensed Technology or Licensed Products. The Parties acknowledge that as to Licensed Patents that UTRF owns “in part”, such right on the TIMERx Production Technology part of GTx shall not preclude UTRF’s co-owner(s) from taking any action they may have available to them in law or by contract. In furtherance of such right granted to GTx, UTRF hereby agrees that GTx may include UTRF as a party plaintiff in any such suit, without expense to UTRF. The total cost of any such infringement action commenced or defended by GTx shall be borne by GTx. No settlement, consent judgment, or other voluntary final disposition of such suits may be entered into without the consent of UTRF, provided that such consent shall not be unreasonably withheld and that UTRF shall not condition such consent on an increase in payments to UTRF hereunder. 7.3 If within six (6) months after having been notified of an alleged infringement by a third partyThird Party, to the extent such GTx has not brought or is not diligently prosecuting an infringement involves the manufacture, use or sale of the Designated Product in the Territory ("Covered Infringement"). Mylan shall promptly inform Penwest of any suspected infringement of any of the Penwest Patents or infringement or misappropriation of the TIMERx Production Technology, whether or not the same involves a Covered Infringement. 8.2 If the suspected infringement or misappropriation does not involve a Covered Infringement, Penwest may takeaction, or refrain from taking, if GTx has notified UTRF at any action it chooses, with or without notice time prior thereto of its intention not to Mylan, and Mylan shall have no right to take any action with respect to such suspected infringement or misappropriation, nor to any recoveries with respect thereto. If the suspected infringement or misappropriation involves a Covered Infringement, Penwest shall, within 30 days of the first notice referred to in Section , inform Mylan whether or not Penwest intends to institute suit against such third party with respect to a Covered Infringement. Mylan will not take any steps toward instituting bring suit against any third party involving a Covered Infringement until Penwest has informed Mylan alleged infringement of its intention pursuant to the previous sentence. 8.3 If Penwest notifies Mylan that it intends to institute suit against a third party with respect to a Covered InfringementPatents, then, and Mylan does in those events only, UTRF shall have the right, but shall not agree be obligated, to join in such suit as provided in Section , Penwest may bring such suit on prosecute at its own and shall in such event bear all costs ofexpense any infringement of the Licensed Patents, and shall exercise all control over, such suit. Penwest UTRF may, at its expensefor such purposes, bring such action in use the name of Mylan and/or cause Mylan to be joined in GTx as party plaintiff. No settlement, consent judgment, or other voluntary final disposition of the suit as a plaintiffmay be entered into without the consent of GTx, which consent shall not unreasonably be withheld. RecoveriesAfter deduction of outstanding expenses of UTRF, if any, whether by judgment, award, decree or settlement, shall belong solely to Penwest. 8.4 If Penwest notifies Mylan that it desires to institute suit against such third party with respect to a Covered Infringementincluding attorney fees, and Mylan notifies Penwest within 30 days after receipt any expenses of GTx, including attorney fees incurred prior to UTRF’s pursuit of such notice that Mylan desires to institute suit jointlyinfringement, the suit balance remaining from any such recovery shall be brought jointly in the names of both parties divided equally between GTx and all costs thereof shall be borne equally. Recoveries, if any, whether by judgment, award, decree or settlement, shall, after the reimbursement of each of Penwest and Mylan for its share of the joint costs in such action, be shared between Penwest and Mylan equally; provided however that, any portion of such net recoveries which constitutes the equivalent of, or damages or payments in lieu of, a royalty measured by the defendant's Net Sales shall not be shared equally, but shall be shared between Penwest and Mylan in accordance with Section as if they were Mylan's Net SalesUTRF. 8.5 If Penwest notifies Mylan that it does not intend to institute suit against such third party with respect to a Covered Infringement, Mylan may institute suit on its own. Mylan shall bear all costs of, and shall exercise all control over, such suit. Recoveries, if any, whether by judgment, award, decree or settlement, shall belong solely to Mylan; provided however that, after reimbursement of Mylan for its costs in such action, any portion of such net recoveries which constitutes the equivalent of, or damages or payments in lieu of, a royalty measured by the defendant's Net Sales shall be shared between Penwest and Mylan in accordance with Section as if they were Mylan's Net Sales. 8.6 Should either Penwest or Mylan commence a suit under the provisions of this Section and thereafter elect to abandon the same, it shall give timely notice to the other party, who may, if it so desires, be joined as a plaintiff in the suit (or continue as such if it is already one) and continue prosecution of such suit. The sharing of expenses and any recovery of such suit shall be as reasonably agreed between Penwest and Mylan.

Infringement. 8.1 Penwest (a) NDCHealth shall promptly inform Mylan of notify the Coordinating Committee in the event NDCHealth determines that any suspected infringement of Arclight Trademark or Arclight Technology is being infringed, misappropriated, violated or adversely affected by any of unauthorized or unlawful use by any third party (each, a “Potential Infringement”). The Coordinating Committee shall then meet as soon as reasonably practicable to discuss such Potential Infringement. (b) In the Penwest Patents or event both NDCHealth and Arclight elect to take action to prevent such Potential Infringement and to prosecute the infringement or misappropriation of Person(s) responsible therefor, then the TIMERx Production Technology by a third party, parties shall cooperate in good faith with respect thereto and share equally the costs thereof and all recoveries therefrom (except to the extent such infringement involves otherwise agreed by the manufacture, use or sale of the Designated Product in the Territory ("Covered Infringement"parties). Mylan shall promptly inform Penwest of any suspected infringement of any of the Penwest Patents or infringement or misappropriation of the TIMERx Production Technology, whether or not the same involves a Covered Infringement. 8.2 If (c) In the suspected infringement or misappropriation does event Arclight, but not involve a Covered InfringementNDCHealth, Penwest may take, or refrain from taking, any action it chooses, with or without notice to Mylan, and Mylan shall have no right elects to take any action with respect to prevent such suspected infringement or misappropriationPotential Infringement and to prosecute the Person(s) responsible therefor, nor to any recoveries with respect thereto. If the suspected infringement or misappropriation involves a Covered Infringement, Penwest shall, within 30 days of the first notice referred to in Section , inform Mylan whether or not Penwest intends to institute suit against such third party with respect to a Covered Infringement. Mylan will not take any steps toward instituting suit against any third party involving a Covered Infringement until Penwest has informed Mylan of its intention pursuant to the previous sentence. 8.3 If Penwest notifies Mylan that it intends to institute suit against a third party with respect to a Covered Infringement, and Mylan does not agree to join in such suit as provided in Section , Penwest may bring such suit on its own and shall in such event bear all costs of, and shall exercise all control over, such suit. Penwest may, at its expense, bring such action in the name of Mylan and/or cause Mylan to be joined in the suit as a plaintiff. Recoveries, if any, whether by judgment, award, decree or settlement, shall belong solely to Penwest. 8.4 If Penwest notifies Mylan that it desires to institute suit against such third party with respect to a Covered Infringement, and Mylan notifies Penwest within 30 days after receipt of such notice that Mylan desires to institute suit jointly, the suit shall be brought jointly in the names of both parties and then all costs thereof shall be borne equallyby Arclight, and all recoveries therefrom shall be the sole and exclusive property of Arclight. Recoveries, if any, whether by judgment, award, decree or settlement, NDCHealth shall, after upon the reimbursement request of each and at the cost of Penwest Arclight, assist Arclight to the extent reasonably necessary in any action taken pursuant to this Section 2.9(c). (d) In the event NDCHealth, but not Arclight, elects to take action to prevent such Potential Infringement and Mylan for its share to prosecute the Person(s) responsible therefor, then all costs thereof shall be borne by NDCHealth, and all recoveries therefrom shall be the sole and exclusive property of NDCHealth. Arclight shall, upon the request of and at the cost of NDCHealth, assist NDCHealth to the extent reasonably necessary in any action taken pursuant to this Section 2.9(d). Notwithstanding the foregoing, NDCHealth shall not take any action pursuant to this Section 2.9(d) unless and until it delivers to Arclight written advice of outside counsel that the Potential Infringement is reasonably likely to materially impair NDCHealth’s rights under this Agreement. (e) Notwithstanding anything to the contrary set forth in this Section 2.9, NDCHealth shall not settle any suits or actions in any matter relating to a Potential Infringement or any of the joint costs in such actionLicensed Items without obtaining the prior written consent of Arclight, be shared between Penwest and Mylan equally; provided however that, any portion of such net recoveries which constitutes the equivalent of, or damages or payments in lieu of, a royalty measured by the defendant's Net Sales consent shall not be shared equally, but unreasonably withheld or delayed. Arclight shall be shared between Penwest and Mylan not settle any suits or actions in accordance with Section as if they were Mylan's Net Sales. 8.5 If Penwest notifies Mylan that it does not intend to institute suit against such third party with respect any manner relating to a Covered InfringementPotential Infringement or any of the Licensed Items without the prior written consent of NDCHealth, Mylan may institute suit on its own. Mylan which consent shall bear all costs of, and shall exercise all control over, such suit. Recoveries, if any, whether by judgment, award, decree not be unreasonably withheld or settlement, shall belong solely to Mylan; provided however that, after reimbursement of Mylan for its costs in such action, any portion of such net recoveries which constitutes the equivalent of, or damages or payments in lieu of, a royalty measured by the defendant's Net Sales shall be shared between Penwest and Mylan in accordance with Section as if they were Mylan's Net Salesdelayed. 8.6 Should either Penwest or Mylan commence a suit under the provisions of this Section and thereafter elect to abandon the same, it shall give timely notice to the other party, who may, if it so desires, be joined as a plaintiff in the suit (or continue as such if it is already one) and continue prosecution of such suit. The sharing of expenses and any recovery of such suit shall be as reasonably agreed between Penwest and Mylan.

Infringement. 8.1 Penwest 7.1 Each party shall inform the other promptly inform Mylan in writing of any suspected alleged infringement of any of the Penwest Patents or the infringement or misappropriation of the TIMERx Production Technology Patent Rights by a third party, to the extent such infringement involves the manufacture, use or sale of the Designated Product in the Territory ("Covered Infringement"). Mylan shall promptly inform Penwest party and of any suspected infringement of any of the Penwest Patents or infringement or misappropriation of the TIMERx Production Technology, whether or not the same involves a Covered Infringement. 8.2 If the suspected infringement or misappropriation does not involve a Covered Infringement, Penwest may take, or refrain from taking, any action it chooses, with or without notice to Mylanavailable evidence thereof Each party shall use reasonable efforts, and Mylan shall have no right to take any action cooperate with respect to such suspected infringement or misappropriation, nor to any recoveries with respect thereto. If the suspected infringement or misappropriation involves a Covered Infringement, Penwest shall, within 30 days of the first notice referred to in Section , inform Mylan whether or not Penwest intends to institute suit against such third party with respect to a Covered Infringement. Mylan will not take any steps toward instituting suit against any third party involving a Covered Infringement until Penwest has informed Mylan of its intention pursuant to the previous sentence. 8.3 If Penwest notifies Mylan that it intends to institute suit against a third party with respect to a Covered Infringement, and Mylan does not agree to join in such suit as provided in Section , Penwest may bring such suit on its own and shall in such event bear all costs of, and shall exercise all control over, such suit. Penwest may, at its expense, bring such action in the name of Mylan and/or cause Mylan to be joined in the suit as a plaintiff. Recoveries, if any, whether by judgment, award, decree or settlement, shall belong solely to Penwest. 8.4 If Penwest notifies Mylan that it desires to institute suit against such third party with respect to a Covered Infringement, and Mylan notifies Penwest within 30 days after receipt of such notice that Mylan desires to institute suit jointly, the suit shall be brought jointly in the names of both parties and all costs thereof shall be borne equally. Recoveries, if any, whether by judgment, award, decree or settlement, shall, after the reimbursement of each of Penwest and Mylan for its share of the joint costs in such action, be shared between Penwest and Mylan equally; provided however that, any portion of such net recoveries which constitutes the equivalent of, or damages or payments in lieu of, a royalty measured by the defendant's Net Sales shall not be shared equally, but shall be shared between Penwest and Mylan in accordance with Section as if they were Mylan's Net Sales. 8.5 If Penwest notifies Mylan that it does not intend to institute suit against such third party with respect to a Covered Infringement, Mylan may institute suit on its own. Mylan shall bear all costs of, and shall exercise all control over, such suit. Recoveries, if any, whether by judgment, award, decree or settlement, shall belong solely to Mylan; provided however that, after reimbursement of Mylan for its costs in such action, any portion of such net recoveries which constitutes the equivalent of, or damages or payments in lieu of, a royalty measured by the defendant's Net Sales shall be shared between Penwest and Mylan in accordance with Section as if they were Mylan's Net Sales. 8.6 Should either Penwest or Mylan commence a suit under the provisions of this Section and thereafter elect to abandon the same, it shall give timely notice to the other party, who mayto terminate any infringement without litigation. 7.2 VistaGen shall have the right, if it so desiresbut shall not be obligated, to prosecute at its own expense all infringements of the Patent Rights for use in Screening Systems. No settlement, consent judgment or other voluntary final disposition of the suit may be joined entered into without the consent of National Jewish, which consent shall not unreasonably be withheld. VistaGen may include National Jewish as a plaintiff party in any such suit subject to indemnifying National Jewish and its affiliates against any order for costs or other damages that may be made against National Jewish or its affiliates in such proceedings. 7.3 In the suit event that VistaGen shall undertake the enforcement and/or defense of the Patent Rights by litigation, VistaGen may withhold up to fifty percent (or continue as such if it is already one50%) of all Annual Payments otherwise due National Jewish under Article 4 hereunder and continue prosecution apply the same toward reimbursement of such suitup to half of VistaGen's reasonable and customary, documented, third party expenses, including reasonable attorneys' fees, in connection therewith, incurred during that reporting period. The sharing VistaGen shall not withhold any additional amounts under this paragraph than are necessary to reimburse fifty (50) percent of expenses and attorneys' fees actually incurred as of the date such amounts are payable to National Jewish, and in no case shall National Jewish be paid less than fifty (50) percent of the amount due. 7.4 If within six (6) months after having been notified of any recovery alleged infringement, VistaGen shall have been unsuccessful in persuading the alleged infringer to desist or shall not have brought and shall not be diligently prosecuting an infringement action, or if VistaGen shall notify National Jewish at any time prior thereto of its intention not to bring suit against any alleged infringer in the Territory, then, and in those events only, National Jewish shall have the right, but shall not be obligated, to prosecute at its own expense any infringement of the Patent Rights in the Territory. The total cost of any such infringement action commenced or defended solely by National Jewish shall be borne by National Jewish. Any award paid by infringers as a result of such suit action shall be retained by National Jewish, except for any reasonable and customary, documented, third party legal expenses incurred by VistaGen for cooperative actions taken at the written request of National Jewish. 7.5 In the event VistaGen initiates or carries on legal proceedings to enforce Patent Rights against any alleged infringer, any award paid by third parties as reasonably agreed between Penwest result of such proceedings (whether by way of settlement or otherwise) shall First be applied to reimbursement of unreimbursed, reasonable and Mylancustomary, documented, third party legal fees and expenses incurred by VistaGen, then toward reimbursement of any unreimbursed reasonable and customary, documented, third party legal fees and expenses of National Jewish, then, if applicable, toward reimbursement of National Jewish for the amount of any payments withheld pursuant to Section 7.3, and then the remainder shall be divided among the parties in direct proportion to each party's Risked Capital For the purposes of this Section 7.5 only, "Risked Capital" shall mean (i) for National Jewish, the unreimbursed third party legal fees of this Section 7.5 plus amounts withheld by VistaGen pursuant to Section 7.3, and (ii) for VistaGen, the unreimbursed third party legal fees of this Section 7.5.

Infringement. 8.1 Penwest shall promptly inform Mylan of any suspected infringement of any A. In the event that a third part appears to be infringing one or more of the Penwest Patents Licensed Patents, CONVATEC shall bring such infringement to the attention of LICENSOR. If LICENSOR does not institute infringement proceedings against such third party within ninety (90) days after written notice from CONVATEC that such third party appears to be infringing one or more of the Licensed Patents, CONVATEC shall have the right to take whatever steps in its own and sole discretion it shall deem advisable, including but not limited to, settlement or the infringement filing of suit for damages or misappropriation of the TIMERx Production Technology to enjoin such sales or offers for sale by a such third party. LICENSOR agrees to perform all acts which may become necessary or desirable to vest in CONVATEC the right to institute any such suit and shall, upon reasonable notice, cooperate and, to the extent deemed necessary or desirable by CONVATEC and at CONVATEC's expense, participate in any suit to enjoin such infringement involves and to collect, for the benefit of CONVATEC, damages, profits and awards of any nature recoverable for such infringement. The costs and expenses of such suit or settlement shall be borne by CONVATEC. Recovery of damages in any such suit or settlement with any third party shall inure to the benefit of CONVATEC; however, CONVATEC shall after first recouping its reasonable attorneys' fees and costs incurred in connection with such suit or settlement apply any excess recovered damages to reimbursing LICENSOR, to the extent of such excess, the royalties that would have been payable to LICENSOR but for application of Article V, Paragraph E, hereof. B. LICENSOR agrees should a third party institute a patent infringement suit in any country of the Territory against CONVATEC or a Subsidiary or sublicensee of CONVATEC predicated on CONVATEC's or its Subsidiaries' or sublicensees' manufacture, use or sale of the Designated Product in the Territory ("Covered Infringement"). Mylan shall promptly inform Penwest of any suspected infringement of any of the Penwest Patents or infringement or misappropriation of the TIMERx Production TechnologyProduct, whether or not the same involves a Covered Infringement. 8.2 If the suspected infringement or misappropriation does not involve a Covered Infringement, Penwest may take, or refrain from taking, any action it chooses, with or without notice to Mylan, and Mylan CONVATEC shall have no the right to take any action reduce by fifty percent (50%) royalties due to LICENSOR in such country hereunder with respect to such suspected infringement or misappropriation, nor to any recoveries with respect theretoProduct. If In the suspected infringement or misappropriation involves a Covered Infringement, Penwest shall, within 30 days of the first notice referred to in Section , inform Mylan whether or not Penwest intends to institute suit against event such third party with respect suit is successfully defended by CONVATEC, it shall, upon final determination thereof, pay to a Covered Infringement. Mylan will not take any steps toward instituting suit against any third party involving a Covered Infringement until Penwest has informed Mylan of its intention pursuant LICENSOR all royalties that would have been payable to the previous sentence. 8.3 If Penwest notifies Mylan that it intends to institute suit against a third party with respect to a Covered Infringement, and Mylan does not agree to join in LICENSOR if such suit as provided had not been instituted, less reasonable attorneys' fees and costs incurred by CONVATEC in Section , Penwest may bring such suit on its own and shall in such event bear all costs of, and shall exercise all control over, connection with such suit. Penwest may, at its expense, bring such action in the name of Mylan and/or cause Mylan to be joined in the suit as a plaintiff. Recoveries, if any, whether by judgment, award, decree or settlement, shall belong solely to Penwest. 8.4 If Penwest notifies Mylan that it desires to institute suit against such third party with respect to a Covered Infringement, and Mylan notifies Penwest within 30 days after receipt of such notice that Mylan desires to institute suit jointly, the suit shall be brought jointly in the names of both parties and all costs thereof shall be borne equally. Recoveries, if any, whether by judgment, award, decree or settlement, shall, after the reimbursement of each of Penwest and Mylan for its share of the joint costs in such action, be shared between Penwest and Mylan equally; provided however that, any portion of such net recoveries which constitutes the equivalent of, or damages or payments in lieu of, a royalty measured by the defendant's Net Sales shall not be shared equally, but shall be shared between Penwest exceed the total amount of royalties payable to LICENSOR by virtue of said successful defense and Mylan in accordance with Section as if they were Mylan's Net Salesfinal determination. 8.5 If Penwest notifies Mylan that it does not intend to institute suit against such third party with respect to a Covered Infringement, Mylan may institute suit on its own. Mylan shall bear all costs of, and shall exercise all control over, such suit. Recoveries, if any, whether by judgment, award, decree or settlement, shall belong solely to Mylan; provided however that, after reimbursement of Mylan for its costs in such action, any portion of such net recoveries which constitutes the equivalent of, or damages or payments in lieu of, a royalty measured by the defendant's Net Sales shall be shared between Penwest and Mylan in accordance with Section as if they were Mylan's Net Sales. 8.6 Should either Penwest or Mylan commence a suit under the provisions of this Section and thereafter elect to abandon the same, it shall give timely notice to the other party, who may, if it so desires, be joined as a plaintiff in the suit (or continue as such if it is already one) and continue prosecution of such suit. The sharing of expenses and any recovery of such suit shall be as reasonably agreed between Penwest and Mylan.

Infringement. 8.1 Penwest 7.1 In the event that LICENSEE shall promptly inform Mylan learn of any suspected infringement of any the Popcorn Foundation Seed Line, or wrongful use of the Penwest Patents or Popcorn Foundation Seed Line, LICENSEE shall notify ISURF in writing to such effect and provide ISURF with evidence thereof in LICENSEE's possession. ISURF shall use its best efforts to terminate the infringement or misappropriation wrongful use without litigation. If such efforts are not successful, ISURF, in its discretion, may cause suit to be brought for infringement or other wrongful use. If requested by ISURF, LICENSEE agrees to cooperate with ISURF in any infringement or other proceeding that ISURF may institute. ARTICLE VIII - WARRANT 8.1 ISURF does not warrant the validity or scope of any legal protection that become licensed under this agreement. 8.2 ISURF makes no warranty, expressed or implied, that the Popcorn Foundation Seed Line will be successful for the production of popcorn seed. ARTICLE IX - WARRANTIES & INDEMNIFICATION 9.1 ISURF makes no representations, warranties or conditions other than those expressed in this clause. The liability of ISURF with respect to any misdescription of or deviation from the characteristics of such Popcorn Foundation Seed Line with respect to any misrepresentation or breach of condition or warranty, expressed or implied, is limited to refunding the purchase price of the TIMERx Production Technology by seed sold. 9.2 LICENSEE agrees that it will indemnify and hold harmless ISURF, its trustees, officers, employer, affiliates, from any suits, costs or charges as a third party, to the extent such infringement involves result of the manufacture, use or sale by LICENSEE of the Designated Product in the Territory ("Covered Infringement"). Mylan shall promptly inform Penwest of any suspected infringement of any of the Penwest Patents or infringement or misappropriation of the TIMERx Production Technology, whether or not the same involves a Covered InfringementPopcorn Foundation Seed Line. 8.2 If the suspected infringement or misappropriation does not involve a Covered Infringement, Penwest may take, or refrain from taking, any action it chooses, with or without notice 9.3 LICENSEE shall obtain and carry in full force and effect liability insurance which shall protect LICENSEE and ISURF in regard to Mylan, and Mylan shall have no right to take any action with respect to such suspected infringement or misappropriation, nor to any recoveries with respect thereto. If the suspected infringement or misappropriation involves a Covered Infringement, Penwest shall, within 30 days of the first notice referred to in Section , inform Mylan whether or not Penwest intends to institute suit against such third party with respect to a Covered Infringement. Mylan will not take any steps toward instituting suit against any third party involving a Covered Infringement until Penwest has informed Mylan of its intention pursuant to the previous sentenceevents covered by 9.2 above. 8.3 If Penwest notifies Mylan that it intends to institute suit against a third party with respect to a Covered Infringement, and Mylan does not agree to join in such suit as provided in Section , Penwest may bring such suit on its own and shall in such event bear all costs of, and shall exercise all control over, such suit. Penwest may, at its expense, bring such action in the name of Mylan and/or cause Mylan to be joined in the suit as a plaintiff. Recoveries, if any, whether by judgment, award, decree or settlement, shall belong solely to Penwest. 8.4 If Penwest notifies Mylan that it desires to institute suit against such third party with respect to a Covered Infringement, and Mylan notifies Penwest within 30 days after receipt of such notice that Mylan desires to institute suit jointly, the suit shall be brought jointly in the names of both parties and all costs thereof shall be borne equally. Recoveries, if any, whether by judgment, award, decree or settlement, shall, after the reimbursement of each of Penwest and Mylan for its share of the joint costs in such action, be shared between Penwest and Mylan equally; provided however that, any portion of such net recoveries which constitutes the equivalent of, or damages or payments in lieu of, a royalty measured by the defendant's Net Sales shall not be shared equally, but shall be shared between Penwest and Mylan in accordance with Section as if they were Mylan's Net Sales. 8.5 If Penwest notifies Mylan that it does not intend to institute suit against such third party with respect to a Covered Infringement, Mylan may institute suit on its own. Mylan shall bear all costs of, and shall exercise all control over, such suit. Recoveries, if any, whether by judgment, award, decree or settlement, shall belong solely to Mylan; provided however that, after reimbursement of Mylan for its costs in such action, any portion of such net recoveries which constitutes the equivalent of, or damages or payments in lieu of, a royalty measured by the defendant's Net Sales shall be shared between Penwest and Mylan in accordance with Section as if they were Mylan's Net Sales. 8.6 Should either Penwest or Mylan commence a suit under the provisions of this Section and thereafter elect to abandon the same, it shall give timely notice to the other party, who may, if it so desires, be joined as a plaintiff in the suit (or continue as such if it is already one) and continue prosecution of such suit. The sharing of expenses and any recovery of such suit shall be as reasonably agreed between Penwest and Mylan.

Infringement. 8.1 Penwest If at any time during the term of this Agreement either MTI or Biocoat (a “party”) shall promptly inform Mylan become aware of any suspected third party’s infringement or threatened infringement in the Field of any of Patent claim or claims embracing a Licensed Product sold by MTI the Penwest Patents or the infringement or misappropriation of the TIMERx Production Technology by a third party, to the extent following provisions shall apply: 9.1 The party having such infringement involves the manufacture, use or sale of the Designated Product in the Territory ("Covered Infringement"). Mylan knowledge shall promptly inform Penwest of any suspected infringement of any of the Penwest Patents or infringement or misappropriation of the TIMERx Production Technology, whether or not the same involves a Covered Infringement. 8.2 If the suspected infringement or misappropriation does not involve a Covered Infringement, Penwest may take, or refrain from taking, any action it chooses, with or without notice to Mylan, and Mylan shall have no right to take any action with respect to such suspected infringement or misappropriation, nor to any recoveries with respect thereto. If the suspected infringement or misappropriation involves a Covered Infringement, Penwest shall, within 30 days of the first notice referred to in Section , inform Mylan whether or not Penwest intends to institute suit against such third party with respect to a Covered Infringement. Mylan will not take any steps toward instituting suit against any third party involving a Covered Infringement until Penwest has informed Mylan of its intention pursuant to the previous sentence. 8.3 If Penwest notifies Mylan that it intends to institute suit against a third party with respect to a Covered Infringement, and Mylan does not agree to join in such suit as provided in Section , Penwest may bring such suit on its own and shall in such event bear all costs of, and shall exercise all control over, such suit. Penwest may, at its expense, bring such action in the name of Mylan and/or cause Mylan to be joined in the suit as a plaintiff. Recoveries, if any, whether by judgment, award, decree or settlement, shall belong solely to Penwest. 8.4 If Penwest notifies Mylan that it desires to institute suit against such third party with respect to a Covered Infringement, and Mylan notifies Penwest within 30 days after receipt of such notice that Mylan desires to institute suit jointly, the suit shall be brought jointly in the names of both parties and all costs thereof shall be borne equally. Recoveries, if any, whether by judgment, award, decree or settlement, shall, after the reimbursement of each of Penwest and Mylan for its share of the joint costs in such action, be shared between Penwest and Mylan equally; provided however that, any portion of such net recoveries which constitutes the equivalent of, or damages or payments in lieu of, a royalty measured by the defendant's Net Sales shall not be shared equally, but shall be shared between Penwest and Mylan in accordance with Section as if they were Mylan's Net Sales. 8.5 If Penwest notifies Mylan that it does not intend to institute suit against such third party with respect to a Covered Infringement, Mylan may institute suit on its own. Mylan shall bear all costs of, and shall exercise all control over, such suit. Recoveries, if any, whether by judgment, award, decree or settlement, shall belong solely to Mylan; provided however that, after reimbursement of Mylan for its costs in such action, any portion of such net recoveries which constitutes the equivalent of, or damages or payments in lieu of, a royalty measured by the defendant's Net Sales shall be shared between Penwest and Mylan in accordance with Section as if they were Mylan's Net Sales. 8.6 Should either Penwest or Mylan commence a suit under the provisions of this Section and thereafter elect to abandon the same, it shall forthwith give timely notice to the other party. If there is disagreement between the parties as to whether the act complained of is in fact an infringement of any patent claim or claims, who maythe parties shall refer such issue to a mutually acceptable independent patent counsel. The opinion of such counsel shall be final and binding on the parties and costs incurred in that regard shall be shared fifty percent (50%) by MTI and fifty percent (50%) by Biocoat. 9.2 If within ninety (90) days following receipt of notice from MTI to Biocoat of any such infringement or ninety (90) days after receipt of the opinion of independent patent counsel concluding existence of such infringement, Biocoat fails to halt such infringement or to initiate litigation to do so, MTI shall have the right to initiate such litigation in its own name or in the name of Biocoat as it deems necessary or appropriate. Biocoat shall cooperate with MTI as is reasonably necessary in any such litigation brought by MTI in its own name or in Biocoat’s name. In addition, Biocoat shall have the right to determine what proportion, if any, of the expenses of such litigation it so desireswill bear by providing written notice thereof to MTI within thirty (30) days of the date of receipt by Biocoat of notice that MTI has initiated litigation (it is understood by the parties that the proportion of expenses borne by Biocoat shall determine Biocoat’s s hare of monetary recover as provided in Section 9.3 below). 9.3 In the event any monetary recovery in connection with such litigation is obtained (regardless of whether MTI or Biocoat brought such litigation ), such monetary recovery shall be joined as a plaintiff applied in the suit following priority: first, to the reimbursement of Biocoat and MTI for their out-of-pocket expenses (or continue including reasonable attorneys fees) in connection with such litigation; second, the balance to be shared by Biocoat and MTI in proportion to the amounts spent by the parties in conducting the litigation as such if it provided in Section 9.2 above. If the monetary recovery is already one) less than the out-of-pocket expenses of Biocoat and continue prosecution MTI, reimbursement of such suit. The sharing of these expenses and any recovery of such suit shall be on a pro-rata basis. If the monetary recover is less than the out-of-pocket expenses of Biocoat and MTI, reimbursement of these expenses shall be in proportion to the amount spent by the parties in conducting the litigation as reasonably agreed between Penwest and Mylanprovided herein.

Infringement. 8.1 Penwest The parties agree that patent infringement matters will be handled as follows: a. The Licensor shall promptly inform Mylan indemify and hold Licensee and its customers harmless against any and all charges of any suspected patent infringement of any brought by a third party involving the Licensed Products, or Other Products unless such patent infringement results from modifications of the Penwest Patents Licensed Products or Other Products made by Licensee during the term of this Agreement which modifications have not been approved in writing by Licensor. Beginning with the time such suit for infringement or declaratory judgment is first filed with respect to a particular Licensed Product, or Other Product, the Licensee shall thereafter place all royalties due to the Licensor with respect to such particular Licensed Products thereafter in an escrow account, and the sums placed in the escrow account shall be used at the conclusion thereof to pay the costs of defending or prosecuting the suit in the event Licensor is successful in such suit and declared to be the rightful owner who can and has granted an exclusive license only to Licensee. Once such suit has been finally settled or disposed of on the basis that Licensee is and has the only exclusive license, the remaining balance of the escrow account shall be paid over to the Licensor. If the suit is finally settled or disposed of on the basis that Licensee has a non-exclusive license or the infringement or misappropriation of the TIMERx Production Technology Licensed Product infringes on another patent owned by a third party, then all sums paid into escrow shall be refunded to Licensee. Licensee shall have the right to approve counsel selected by Licensor to represent it in any such suit and to approve any proposed settlement of such suit. b. Should the patent rights to the extent Licensed Products or Other Products be infringed by a third party, Licensor may attempt to stop such infringement involves the manufactureand if necessary, use or sale of the Designated Product in the Territory ("Covered Infringement"). Mylan shall promptly inform Penwest of any suspected institute suit for patent infringement of any of the Penwest Patents or infringement or misappropriation of the TIMERx Production Technology, whether or not the same involves a Covered Infringement. 8.2 If the suspected infringement or misappropriation does not involve a Covered Infringement, Penwest may take, or refrain from taking, any action it chooses, with or without notice to Mylan, and Mylan shall have no right to take any action with respect to such suspected infringement or misappropriation, nor to any recoveries with respect theretoat its own cost. If the suspected Licensor should fail to initiate action to terminate any such infringement within sixty (60) days after the alleged infringement shall have been called to its attention by written notice of Licensee to Licensor or misappropriation involves a Covered Infringement, Penwest shall, within 30 days of if the first Licensor should give the Licensee written notice referred to in Section , inform Mylan whether or not Penwest intends to institute suit against such third party with respect to a Covered Infringement. Mylan will not take any steps toward instituting suit against any third party involving a Covered Infringement until Penwest has informed Mylan of its intention pursuant not to the previous sentence. 8.3 If Penwest notifies Mylan that it intends to institute suit against a third party with respect to a Covered Infringementso act, and Mylan does not agree to join in such suit as provided in Section , Penwest may bring such suit on its own and shall in such event bear all costs of, and shall exercise all control over, such suit. Penwest thereafter Licensee may, at its expenseown cost, bring such action but in the name of Mylan and/or cause Mylan the Licensor, act to protect its license rights under this Agreement and to select competent counsel to so act. During the period of such litigation the Licensee may deduct the amount of its attorneys' fees and all other costs incurred by Licensee in prosecuting such suit from all royalties which otherwise would be joined in the suit paid to Licensor and such sums so deducted will be considered as a plaintiffroyalty payment. RecoveriesEach party agrees to cooperate with the other in any actions which may be instituted. If settlement for infringement is effected with or without suit, the recovery, if any, whether by judgment, award, decree or settlement, shall belong solely to Penwest. 8.4 If Penwest notifies Mylan that it desires to institute suit against such third party with respect to a Covered Infringement, and Mylan notifies Penwest within 30 days after receipt of such notice that Mylan desires to institute suit jointly, the suit shall be brought jointly distributed, so far as available, as follows: First, to reimburse either party, pro rata the expenses incurred in negotiations or in prosecuting legal action; and secondly to divide and pay over the names of both parties and all costs thereof shall be borne equally. Recoveriesbalance, if any, whether by judgment, award, decree or settlement, shall, after equally between the reimbursement of each of Penwest and Mylan for its share of the joint costs in such action, be shared between Penwest and Mylan equally; provided however that, any portion of such net recoveries which constitutes the equivalent of, or damages or payments in lieu of, a royalty measured by the defendant's Net Sales shall not be shared equally, but shall be shared between Penwest and Mylan in accordance with Section as if they were Mylan's Net Sales. 8.5 If Penwest notifies Mylan that it does not intend to institute suit against such third party with respect to a Covered Infringement, Mylan may institute suit on its ownparties hereto. Mylan shall bear all costs of, and shall exercise all control over, such suit. RecoveriesFurthermore, if anyan improvement is not eventually patented or a patent application is rejected or a patent suit concerns any Licensed Product or Other Product or improvement thereof is not won, whether by judgment, award, decree or settlement, the Licensee automatically shall belong solely have no further obligation to Mylan; provided however that, after reimbursement of Mylan for its costs in such action, Licensor to pay further royalties (i) on the Licensed Product unless there is another Licensed Patent then outstanding which has not expired and (ii) on any portion of such net recoveries Other Product unless there is a patent then outstanding which constitutes the equivalent of, or damages or payments in lieu of, a royalty measured by the defendant's Net Sales shall be shared between Penwest has not expired and Mylan in accordance with Section as if they were Mylan's Net Salescovers said Other Product. 8.6 Should either Penwest or Mylan commence a suit under the provisions of this Section and thereafter elect to abandon the same, it shall give timely notice to the other party, who may, if it so desires, be joined as a plaintiff in the suit (or continue as such if it is already one) and continue prosecution of such suit. The sharing of expenses and any recovery of such suit shall be as reasonably agreed between Penwest and Mylan.

Infringement. 8.1 Penwest 4.1 Each party shall promptly inform Mylan the other in writing of any suspected alleged infringement of any of the Penwest Patents or the infringement or misappropriation of the TIMERx Production Technology Licensed Patent Rights by a third partyparty and of any available evidence thereof. 4.2 Subject to the rights of MGH under the MGH License as set forth on Schedule 4.2, Licensee shall have the first right, but shall not be obligated, to prosecute at its own expense all material infringements in the Field of the Licensed Patent Rights and, in furtherance of such right, OvaScience hereby agrees that Licensee may include OvaScience as a party plaintiff in any such suit. The total cost of any such infringement action commenced or defended solely by Licensee shall be borne by Licensee, and Licensee shall keep any recovery or damages for past infringement derived therefrom to the extent such is limited to infringement involves within the manufacture, use or sale of the Designated Product in the Territory ("Covered Infringement"). Mylan shall promptly inform Penwest of any suspected infringement of any of the Penwest Patents or infringement or misappropriation of the TIMERx Production Technology, whether or not the same involves a Covered InfringementField. 8.2 If the suspected infringement or misappropriation does not involve a Covered Infringement, Penwest may take, or refrain from taking, any action it chooses, with or without notice to Mylan, and Mylan shall have no right to take any action with respect to such suspected infringement or misappropriation, nor to any recoveries with respect thereto. If the suspected infringement or misappropriation involves a Covered Infringement, Penwest 4.3 OvaScience shall, within 30 days of in its reasonable discretion, determine whether pursuing remedies against the first notice referred alleged infringer is warranted or justified or shall be reasonably likely to in Section , inform Mylan whether or not Penwest intends to institute suit against such third party with respect to a Covered Infringement. Mylan will not take any steps toward instituting suit against any third party involving a Covered Infringement until Penwest has informed Mylan of its intention pursuant to mitigate the previous sentence. 8.3 If Penwest notifies Mylan that it intends to institute suit against a third party with respect to a Covered Infringement, and Mylan does not agree to join in such suit as provided in Section , Penwest may bring such suit on its own and shall in such event bear all costs ofalleged infringement, and shall exercise all control over, such suit. Penwest may, at advise Licensee of its expense, bring such action determination in the name of Mylan and/or cause Mylan to be joined in the suit as a plaintiff. Recoveries, if any, whether by judgment, award, decree or settlement, shall belong solely to Penwestthis regard. 8.4 4.4 If Penwest notifies Mylan that it desires within [***] months after having been notified of an alleged infringement, (i) Licensee and/or OvaScience shall have been unsuccessful in persuading the alleged infringer to institute suit against such third party with respect to a Covered Infringement, and Mylan notifies Penwest within 30 days after receipt of such notice that Mylan desires to institute suit jointly, the suit shall be brought jointly in the names of both parties and all costs thereof shall be borne equally. Recoveries, if any, whether by judgment, award, decree or settlement, shall, after the reimbursement of each of Penwest and Mylan for its share of the joint costs in such action, be shared between Penwest and Mylan equally; provided however that, any portion of such net recoveries which constitutes the equivalent ofdesist, or damages or payments in lieu of(ii) OvaScience shall have failed to advise Licensee, a royalty measured by the defendant's Net Sales shall not be shared equally, but shall be shared between Penwest and Mylan in accordance with Section 4.3, regarding its determination whether to pursue remedies against the alleged infringer, or (iii) OvaScience shall have brought an infringement action against the alleged infringer but is not diligently prosecuting such infringement action, or (iv) if OvaScience shall have determined that pursuing remedies against the alleged infringer is warranted or justified but Licensee shall at any time thereafter notify OvaScience of its intention not to bring or to continue suit against any alleged infringer in the Territory for the Field, then, and in those events only, Licensee shall have the right, but shall not be obligated, to prosecute at its own expense any infringement of the Licensed Patent Rights in the Field in the Territory, and Licensee may, for such purposes, include OvaScience as if they were Mylan's Net Salesa party plaintiff in any such suit, without expense to OvaScience. 8.5 If Penwest notifies Mylan that it does not intend to institute suit against such third party with respect to a Covered Infringement, Mylan may institute suit on its own. Mylan shall bear all costs of, and shall exercise all control over, such suit. Recoveries, if any, whether by judgment, award, decree or 4.5 No settlement, consent judgment or other voluntary final disposition of any suit under this Article 4 may be entered into without the consent of OvaScience, which consent shall belong solely to Mylan; provided however thatnot unreasonably be withheld, after reimbursement of Mylan for its costs in such action, any portion of such net recoveries which constitutes the equivalent ofconditioned, or delayed. 4.6 Any recovery of damages or payments in lieu of, a royalty measured by the defendant's Net Sales Licensee for each such suit under this Article 4 shall be shared between Penwest applied first in satisfaction of any unreimbursed expenses and Mylan in accordance with Section as if they were Mylan's Net Sales. 8.6 Should either Penwest or Mylan commence a suit under the provisions legal fees of this Section Licensee and thereafter elect OvaScience relating to abandon the same, it shall give timely notice to the other party, who may, if it so desires, be joined as a plaintiff in the suit (or continue as such if it is already one) and continue prosecution of such suit. The sharing of expenses balance remaining from any such recovery shall be divided between Licensee and any recovery OvaScience in proportion to the amount of such suit recovery relating to infringement in the Field (which shall be as reasonably agreed between Penwest go to Licensee) and Mylan.the amount of such recovery relating to infringement outside the Field (which shall go to OvaScience). Licensee and OvaScience agree to make any payments required to one another under this Section 4.6 within

Infringement. 8.1 Penwest shall promptly inform Mylan of any suspected 11.1 In the event that there is infringement of any of within the Penwest Patents or the infringement or misappropriation of the TIMERx Production Technology Field by a third party of any patent licensed to JJMI hereunder, JJMI shall notify SHP in writing to that effect, including with such written notice, evidence establishing a prima facia case of infringement by such third party. During the one hundred twenty (120) day period after notice to SHP by JJMI, SHP will have the right, but not the obligation to bring suit against the alleged infringer. SHP shall bear the expenses of any suit brought by it, shall retain all damages or other monies awarded or received in settlement of such suit. JJMI will cooperate with SHP in any such suit and shall have the right to consult with SHP and be represented by its own counsel at its own expense. If, after the expiration of said one hundred twenty (120) days from the date of such notice, SHP has not brought suit against a third party infringer, then JJMI shall have the right after such one hundred twenty (120) day notice period, but not the obligation, to bring suit against such infringer and join SHP as a party plaintiff provided that JJMI shall bear all expenses of such suit. SHP will cooperate with JJMI in any suit for infringement of the extent Licensed Patent brought by JJMI against a third party and shall have the right to consult with JJMI and to participate in and be represented by independent counsel in such litigation at its own expense. JJMI shall incur no liability to SHP as a consequence of such litigation or any unfavorable decision resulting therefrom, including any decision holding SHP's patent(s) invalid or unenforceable. Damages awarded or received in settlement shall be paid to JJMI in satisfaction of all expenses of such suit; any remainder shall be shared fifty percent (50%) to JJMI and fifty percent (50%) to SHP. 11.2 SHP warrants that it is presently aware of no patents or patent applications owned by a third party which would present any issue of infringement involves by reason of the manufacture, use or sale of the Designated Referenced BCN Products. In the event JJMI is charged with such infringement by a third party, JJMI shall have the right to defend against such charge of infringement, and during the period in which such litigation is pending, JJMI shall have the right to apply Fifty Percent (50%) of the royalties due SHP on sales of the allegedly infringing Licensed Product against its litigation expenses. JJMI shall reimburse SHP for all royalties diverted to litigation expenses to the extent funds are recovered in such litigation. If, as a result of judgment in the Territory ("Covered Infringement"). Mylan shall promptly inform Penwest of any suspected infringement of any of the Penwest Patents litigation or infringement or misappropriation of the TIMERx Production Technology, whether or not the same involves a Covered Infringement. 8.2 If the suspected infringement or misappropriation does not involve a Covered Infringement, Penwest may take, or refrain from taking, any action it chooses, settlement with or without notice to Mylan, and Mylan shall have no right to take any action with respect to such suspected infringement or misappropriation, nor to any recoveries with respect thereto. If the suspected infringement or misappropriation involves a Covered Infringement, Penwest shall, within 30 days of the first notice referred to in Section , inform Mylan whether or not Penwest intends to institute suit against such third party with respect to a Covered Infringement. Mylan will not take any steps toward instituting suit against any third party involving a Covered Infringement until Penwest has informed Mylan of its intention pursuant to the previous sentence. 8.3 If Penwest notifies Mylan that it intends to institute suit against a third party with respect without litigation, JJMI is required to a Covered Infringement, and Mylan does not agree pay royalties or other monies to join in such suit as provided in Section , Penwest may bring such suit on its own and shall in such event bear all costs of, and shall exercise all control over, such suit. Penwest may, at its expense, bring such action in the name of Mylan and/or cause Mylan to be joined in the suit as a plaintiff. Recoveries, if any, whether by judgment, award, decree or settlement, shall belong solely to Penwest. 8.4 If Penwest notifies Mylan that it desires to institute suit against such third party with respect party, JJMI may thereafter deduct from the amount of royalties due SHP on unit sales of the Licensed Product charged to a Covered Infringementinfringe, and Mylan notifies Penwest within 30 days after receipt an amount which is the lesser of all sums paid by JJMI to such third party, or Fifty Percent (50%) of all royalty payments otherwise payable to SHP on the Net Sales of such notice that Mylan desires to institute suit jointlyLicensed Product. Notwithstanding anything else in this Article 11, the suit in no event shall be brought jointly in the names of both parties and all costs thereof shall be borne equally. Recoveries, if any, whether by judgment, award, decree or settlement, shall, after the reimbursement of each of Penwest and Mylan for its share JJMI pay less than 50% of the joint costs in such action, be shared between Penwest and Mylan equally; provided however that, any portion of such net recoveries which constitutes the equivalent of, or damages or payments in lieu of, a royalty measured by the defendant's Net Sales shall not be shared equally, but shall be shared between Penwest and Mylan in accordance with Section as if they were Mylan's Net Salesroyalties due SHP on sales. 8.5 If Penwest notifies Mylan that it does not intend to institute suit against such third party with respect to a Covered Infringement, Mylan may institute suit on its own. Mylan shall bear all costs of, and shall exercise all control over, such suit. Recoveries, if any, whether by judgment, award, decree or settlement, shall belong solely to Mylan; provided however that, after reimbursement of Mylan for its costs in such action, any portion of such net recoveries which constitutes the equivalent of, or damages or payments in lieu of, a royalty measured by the defendant's Net Sales shall be shared between Penwest and Mylan in accordance with Section as if they were Mylan's Net Sales. 8.6 Should either Penwest or Mylan commence a suit under the provisions of this Section and thereafter elect to abandon the same, it shall give timely notice to the other party, who may, if it so desires, be joined as a plaintiff in the suit (or continue as such if it is already one) and continue prosecution of such suit. The sharing of expenses and any recovery of such suit shall be as reasonably agreed between Penwest and Mylan.

Infringement. 8.1 Penwest 12.1 CONECTUS and LICENSEE shall inform each other in writing promptly inform Mylan with respect of any suspected THIRD PARTY infringement in relation to the PATENTS of which they may become aware and/or of any infringement claims or actions which may be taken against them. 12.2 Should there be a THIRD PARTY infringement of the PATENTS, CONECTUS and/or the ESTABLISHMENTS may at their sole expense undertake legal action against the infringing party with the understanding that [***]. The foregoing shall not prevent LICENSEE from taking action against any THIRD PARTY infringement of the Penwest Patents PATENTS in its name or in the name of CONECTUS [***] for seeking compensation for prejudice which it has incurred. Any expenses, losses, indemnification or damages which may be awarded by court decision for said prejudice will [***]. If an action is taken in the name of CONECTUS, CONECTUS shall timely provide any required power of attorney and LICENSEE shall indemnify CONECTUS of any Third Party’s claim against CONECTUS in relation with this action. 12.3 Should the ESTABLISHMENTS and CONECTUS decide not to undertake a legal action against THIRD PARTY infringement or misappropriation of the TIMERx Production Technology by a third party, to the extent such infringement involves the manufacture, use or sale of the Designated Product in the Territory ("Covered Infringement"). Mylan shall promptly inform Penwest of any suspected infringement of any of the Penwest Patents or infringement or misappropriation of the TIMERx Production Technology, whether or not the same involves a Covered Infringement. 8.2 If the suspected infringement or misappropriation does not involve a Covered Infringement, Penwest may take, or refrain from taking, any action it chooses, with or without notice to MylanPATENTS, and Mylan if LICENSEE wishes to undertake such legal action, CONECTUS shall have no right use reasonable efforts to take any action with respect cause the ESTABLISHMENTS to such suspected infringement or misappropriation, nor give LICENSEE the power of attorney to any recoveries with respect thereto. If the suspected infringement or misappropriation involves undertake a Covered Infringement, Penwest shall, within 30 days of the first notice referred to in Section , inform Mylan whether or not Penwest intends to institute suit against such third party with respect to a Covered Infringement. Mylan will not take any steps toward instituting suit against any third party involving a Covered Infringement until Penwest has informed Mylan of its intention pursuant to the previous sentence. 8.3 If Penwest notifies Mylan that it intends to institute suit against a third party with respect to a Covered Infringement, and Mylan does not agree to join in such suit as provided in Section , Penwest may bring such suit on its own and shall in such event bear all costs of, and shall exercise all control over, such suit. Penwest may, at its expense, bring such legal action in the name of Mylan and/or the ESTABLISHMENTS. If the ESTABLISHMENTS choose not to give such power of attorney to LICENSEE, then CONECTUS shall cause Mylan the ESTABLISHMENTS to be joined work with the THIRD PARTY infringer to reach an acceptable solution to remedy such THIRD PARTY infringing activity (e.g. in the suit way of a license, agreement to cease and desist, etc.) and as long as a plaintiff. Recoveriessolution acceptable to LICENSEE is not reached, if any, whether by judgment, award, decree or settlement, the PATENTS shall belong solely not longer be subject to Penwestroyalty pursuant to this Agreement. 8.4 If Penwest notifies Mylan that it desires 12.4 In the case where LICENSEE undertakes legal action against THIRD PARTY infringement of the PATENTS, [***], and CONECTUS agrees to institute cooperate fully with LICENSEE as reasonably requested in such legal action, including, without limitation, providing any documents necessary or helpful for such legal action. The stipulations set out above are applicable subject to the legal imperative provisions applicable in the country where the infringement occurs. 12.5 Should any infringement suit be brought against such third party LICENSEE and/or its AFFILIATES and/or its SUBLICENSEES with respect to a Covered Infringement, and Mylan notifies Penwest within 30 days after receipt the exploitation of such notice that Mylan desires LICENSED PRODUCTS due to institute suit jointly, the suit shall be brought jointly use of the PATENTS or other rights granted to LICENSEE in the names of both parties and all costs thereof present Agreement, CONECTUS shall cooperate fully with LICENSEE in LICENSEE’s defense, including without limitation providing LICENSEE with the documents which may be borne equally. Recoveries, if any, whether by judgment, award, decree or settlement, shall, after the reimbursement of each of Penwest and Mylan required for its share of defence. [***] Certain information in this document has been excluded pursuant to Regulation S-K, Item 601(b)(10). Such excluded information is not material and would likely cause competitive harm to the joint costs in such actionregistrant if publicly disclosed. Should LICENSEE be found guilty for said infringement, be shared between Penwest and Mylan equally; provided however that, any portion of such net recoveries which constitutes the equivalent of, or damages or payments in lieu of, a royalty measured by the defendant's Net Sales CONECTUS shall not be shared equallycalled in warranty by LICENSEE or be liable to indemnify, but shall be shared between Penwest and Mylan reimburse or reduce any of the sums due by LICENSEE at the moment of the final legal decision, except as otherwise set forth in accordance with Section as if they were Mylan's Net SalesArticle 13 herein. 8.5 If Penwest notifies Mylan 12.6 It is hereby declared that it does the conditions of the present Agreement shall not intend apply to institute suit against such third party with respect to a Covered Infringementinfringement of the PATENTS outside the FIELD and the TERRITORY which is the sole responsibility of the ESTABLISHMENTS, Mylan may institute suit on its own. Mylan shall bear all costs of, and shall exercise all control over, such suit. Recoveries, if any, whether CONECTUS or any THIRD PARTY appointed by judgment, award, decree or settlement, shall belong solely to Mylan; provided however that, after reimbursement of Mylan for its costs in such action, any portion of such net recoveries which constitutes the equivalent of, or damages or payments in lieu of, a royalty measured by the defendant's Net Sales shall be shared between Penwest and Mylan in accordance with Section as if they were Mylan's Net Salesthem. 8.6 Should either Penwest or Mylan commence a suit under the provisions of this Section 12.7 The PARTIES agree to provide any documents and thereafter elect to abandon the same, it shall give timely notice elements and reasonable cooperation to the other partyPARTY, who may, if it so desires, which may be joined as a plaintiff in necessary for the suit (or continue as such if it is already one) and continue prosecution of such suit. The sharing of expenses and any recovery of such suit shall be as reasonably agreed between Penwest and Mylanabove-mentioned action to the other PARTY.

Infringement. 8.1 Penwest [12] Each Party shall promptly inform Mylan notify the other Party of any suspected infringement of any of the Penwest Patents or Licensed Marks. If a Party files an infringement suit, the infringement or misappropriation of non-filing Party shall, at the TIMERx Production Technology by a third partyfiling Party’s request, join the filing Party in such action to the extent redress and/or prevent such infringement involves and to provide reasonable cooperation in connection therewith. In such an action, the manufactureParty filing the suit shall control the proceedings and the Parties shall allocate fees, use or sale of expenses, and recovery as follows: i. if the Designated Product alleged infringement occurs in the Company Territory, Company shall be responsible for the fees and expenses and enjoy the recovery, if any; ii. if the alleged infringement occurs in the Licensee Territory, Licensee shall be responsible for the fees and expenses and enjoy the recovery, if any; or iii. if the alleged infringement occurs in both the Licensee Territory and the Company Territory, the Parties shall share the reasonable fees and expenses, [12] INFRINGEMENT Both licensee and licensor have an interest in finding and enforcing against unauthorized trademark use. The licensee does not want the unauthorized products to divert from its sales. The licensor needs to worry about product quality and brand reputation ("Covered Infringement"and the allegation of abandonment by naked licensing). Mylan shall promptly inform Penwest of any suspected infringement of any of Licensors will not want to give the Penwest Patents or infringement or misappropriation of licensee the TIMERx Production Technology, whether or not the same involves a Covered Infringement. 8.2 If the suspected infringement or misappropriation does not involve a Covered Infringement, Penwest may take, or refrain from taking, any action it chooses, with or without notice option to Mylan, and Mylan shall have no right to take bring any action with respect to such suspected infringement or misappropriation, nor to any recoveries with respect thereto. If the suspected infringement or misappropriation involves a Covered Infringement, Penwest shall, within 30 days of the first notice referred to in Section , inform Mylan whether or not Penwest intends to institute suit against such third party with respect to a Covered Infringement. Mylan will not take any steps toward instituting suit against any third party involving a Covered Infringement until Penwest has informed Mylan of its intention pursuant to the previous sentence. 8.3 If Penwest notifies Mylan that it intends to institute suit against a third party with respect to a Covered Infringement, and Mylan does not agree to join in such suit as provided in Section , Penwest may bring such suit trademarks on its own as the licensor likely desires to make all legal decisions relating to the trademarks. Thus, parties tend to fight over these provisions a lot, even though they may be seldom invoked, because they can have large financial implications. Consequently, specifying in detail how each party should proceed if desiring to enforce against alleged infringement is a good idea. Generally speaking, non-exclusive licensees do not have standing to bring an infringement and shall in such event bear all costs of, and shall exercise all control over, such suit. Penwest may, at its expense, bring such action in the name of Mylan and/or cause Mylan to be joined in the suit as a plaintiff. Recoveriesrecovery, if any, whether by judgment, award, decree or settlement, shall belong solely to Penwest. 8.4 If Penwest notifies Mylan that it desires to institute suit against such third party with respect to on a Covered Infringement, and Mylan notifies Penwest within 30 days after receipt of such notice that Mylan desires to institute suit jointly, the suit shall be brought jointly in the names of both parties and all costs thereof shall be borne equallypro rata basis. Recoveries, if any, whether by judgment, award, decree or settlement, shall, after the reimbursement of each of Penwest and Mylan for its share action on behalf of the joint costs in such action, be shared between Penwest and Mylan equally; provided however that, any portion of such net recoveries which constitutes the equivalent of, or damages or payments in lieu of, licensor against a royalty measured by the defendant's Net Sales shall not be shared equally, but shall be shared between Penwest and Mylan in accordance with Section as if they were Mylan's Net Salesthird party. 8.5 If Penwest notifies Mylan that it does not intend to institute suit against such third party with respect to a Covered Infringement, Mylan may institute suit on its own. Mylan shall bear all costs of, and shall exercise all control over, such suit. Recoveries, if any, whether by judgment, award, decree or settlement, shall belong solely to Mylan; provided however that, after reimbursement of Mylan for its costs in such action, any portion of such net recoveries which constitutes the equivalent of, or damages or payments in lieu of, a royalty measured by the defendant's Net Sales shall be shared between Penwest and Mylan in accordance with Section as if they were Mylan's Net Sales. 8.6 Should either Penwest or Mylan commence a suit under the provisions of this Section and thereafter elect to abandon the same, it shall give timely notice to the other party, who may, if it so desires, be joined as a plaintiff in the suit (or continue as such if it is already one) and continue prosecution of such suit. The sharing of expenses and any recovery of such suit shall be as reasonably agreed between Penwest and Mylan.

Infringement. 8.1 Penwest 11.1 During the term of this Agreement, LICENSEE has the first option to police the Licensed Patents and Products against infringement by other parties within the Territory and the Field of Use. This right to police includes defending any action for declaratory judgment of noninfringement or invalidity; and prosecuting, defending or settling all infringement and declaratory judgment actions at its expense and through counsel of its selection, except that LICENSEE shall promptly inform Mylan make any such settlement only with the advice and consent of MICHIGAN. MICHIGAN shall provide reasonable assistance to LICENSEE with respect to such actions, but only if LICENSEE reimburses MICHIGAN for reasonable out-of-pocket expenses incurred in connection with any suspected such assistance rendered at LICENSEE's request. If LICENSEE elects to institute any such action or suit, MICHIGAN agrees to be named as a nominal party therein. MICHIGAN retains the right to participate, with counsel of its own choosing and at its own expense, in any action under this Paragraph 11. 1. LICENSEE has full authority to settle on such terms as LICENSEE determines. 11.2 If LICENSEE institutes an action for infringement of any of the Penwest Patents a Licensed Patent or the infringement defends a declaratory judgment or misappropriation of the TIMERx Production Technology by a third party, to the extent such infringement involves the manufacture, use or sale of the Designated Product in the Territory ("Covered Infringement"). Mylan shall promptly inform Penwest of any suspected infringement of any of the Penwest Patents or infringement or misappropriation of the TIMERx Production Technology, whether or not the same involves a Covered Infringement. 8.2 If the suspected infringement or misappropriation does not involve a Covered Infringement, Penwest may take, or refrain from taking, any action it chooses, with or without notice to Mylan, and Mylan shall have no right to take any other action with respect to a Licensed Patent and receives settlement payments or damages awarded, LICENSEE may first recover actual outside attorney fees and other direct, out-of-pocket litigation expenses (not to include any compensation paid to employees of LICENSEE or Affiliates) paid and unrecovered by LICENSEE and shall pay to MICHIGAN [***]% of any remaining such suspected infringement or misappropriation, nor to any recoveries with respect theretoreceipts. If the suspected infringement LICENSEE has paid or misappropriation involves a Covered Infringement, Penwest shall, within 30 days of the first notice referred pays an annual fee to in Section , inform Mylan whether or not Penwest intends to institute suit against such third party with respect to a Covered Infringement. Mylan will not take any steps toward instituting suit against any third party involving a Covered Infringement until Penwest has informed Mylan of its intention pursuant to the previous sentence. 8.3 If Penwest notifies Mylan that it intends to institute suit against a third party with respect to a Covered Infringement, and Mylan does not agree to join in such suit as provided in Section , Penwest may bring such suit on its own and shall in such event bear all costs of, and shall exercise all control over, such suit. Penwest may, at its expense, bring such action MICHIGAN under Paragraph 4.5 in the name of Mylan and/or cause Mylan to be joined in same year LICENSEE receives a payment or award as set out above, then LICENSEE may credit that annual fee against the suit as a plaintiff. Recoveries, if any, whether by judgment, award, decree or settlement, shall belong solely to Penwest. 8.4 If Penwest notifies Mylan that it desires to institute suit against such third party with respect to a Covered Infringement, and Mylan notifies Penwest within 30 days after receipt of such notice that Mylan desires to institute suit jointly, the suit shall be brought jointly in the names of both parties and all costs thereof shall be borne equally. Recoveries, if any, whether by judgment, award, decree or settlement, shall, after the reimbursement of each of Penwest and Mylan for its share of the joint costs payment or award otherwise due to MICHIGAN, exactly as if that share represented additional royalties due from LICENSEE. 11.3 If LICENSEE fails to take action to abate any alleged infringement of a Licensed Patent wi▇▇▇▇ sixty (60) days of a request by MICHIGAN to do so (or within a shorter period if required to preserve the legal rights of MICHIGAN under the laws of any relevant government or political subdivision thereof), then MICHIGAN has the right to take such action (including prosecution of a suit) at its expense and LICENSEE shall use reasonable efforts to cooperate in such action, be shared between Penwest and Mylan equally; provided however that, any portion of such net recoveries which constitutes the equivalent of, or damages or payments in lieu of, a royalty measured by the defendantat MICHIGAN's Net Sales shall not be shared equally, but shall be shared between Penwest and Mylan in accordance with Section as if they were Mylan's Net Sales. 8.5 expense. If Penwest notifies Mylan that it does not intend MICHIGAN elects to institute suit against any such third party with respect action or suit, LICENSEE agrees to a Covered Infringement, Mylan may institute suit on its own. Mylan shall bear all costs of, and shall exercise all control over, such suit. Recoveries, if any, whether by judgment, award, decree or settlement, shall belong solely to Mylan; provided however that, after reimbursement of Mylan for its costs in such action, any portion of such net recoveries which constitutes the equivalent of, or damages or payments in lieu of, a royalty measured by the defendant's Net Sales shall be shared between Penwest and Mylan in accordance with Section as if they were Mylan's Net Sales. 8.6 Should either Penwest or Mylan commence a suit under the provisions of this Section and thereafter elect to abandon the same, it shall give timely notice to the other party, who may, if it so desires, be joined named as a plaintiff nominal party therein. LICENSEE retains the right to participate, with counsel of its own choosing and at its own expense, in the suit (or continue as such if it is already one) and continue prosecution of such suit. The sharing of expenses and any recovery of such suit shall be as reasonably agreed between Penwest and Mylanaction under this Paragraph 11.

Infringement. 8.1 Penwest Resolve Systems shall promptly inform Mylan of defend Licensee, at Resolve Systems’ sole expense, against any suspected infringement of claims brought against Licensee by any third party alleging that Licensee’s authorized use of the Penwest Patents or Licensed Products in accordance with the terms and conditions of these Terms and Conditions, the Agreement and the Documentation constitutes a direct infringement or misappropriation of a patent claim(s), copyright, trade secret right or similar intellectual property right, worldwide. Resolve Systems will pay damages finally awarded against Licensee (or the TIMERx Production Technology by a third party, to the extent such infringement involves the manufacture, use or sale of the Designated Product in the Territory ("Covered Infringement"). Mylan shall promptly inform Penwest amount of any suspected infringement of any of the Penwest Patents or infringement or misappropriation of the TIMERx Production Technology, whether or not the same involves a Covered Infringement. 8.2 If the suspected infringement or misappropriation does not involve a Covered Infringement, Penwest may take, or refrain from taking, any action it chooses, with or without notice to Mylan, and Mylan shall have no right to take any action settlement Resolve Systems enters into) with respect to such suspected infringement claims, provided under no circumstances will Resolve System have any liability in excess of the amount of the Licensee Fee actually received by Resolve Systems (less any amounts refunded to Licensee pursuant to Section 8.2 below). Licensee may participate in the defense of such claims at its own expense. 8.2 In the event that an injunction or misappropriationorder is issued by a court of competent jurisdiction against Licensee’s use of any Licensed Product resulting from a claim to which Resolve Systems’ defense and indemnity duties apply, nor or if in Resolve Systems’ opinion any Licensed Products is likely to become the subject of a claim of infringement, Resolve Systems shall have the right in its sole discretion and expense to pursue any recoveries with respect theretoof the following: (i) to procure for Licensee’s benefit the right to continue using the Licensed Product; or (ii) replace or modify the Licensed Product so that it becomes noninfringing. If either option (i) or (ii) are not commercially feasible, Resolve Systems shall terminate the suspected infringement or misappropriation involves a Covered Infringement, Penwest shall, within 30 days of license for the first affected Software by written notice referred to in Section , inform Mylan whether or not Penwest intends to institute suit against such third party with respect to a Covered Infringement. Mylan will not take any steps toward instituting suit against any third party involving a Covered Infringement until Penwest has informed Mylan of its intention pursuant to Licensee and refund the previous sentenceLicense Fees received for the affected Licensed Product. 8.3 If Penwest notifies Mylan that it intends Resolve Systems’ obligations of indemnity and defense set forth above are conditioned on (i) Licensee having provided prompt written notice of the claim to institute suit against a third party Resolve Systems sufficient for Resolve Systems to file its timely response; (ii) Resolve Systems having the sole right to conduct and control the defense and settlement of any claim in its discretion; (iii) Licensee providing reasonable assistance at Resolve Systems’ expense in connection with respect the claim; (iv) Licensee's use of any modified or replacement Licensed Product supplied or offered to a Covered Infringement, be supplied by Resolve Systems; (v) Licensee’s continual use of the Licensed Product in compliance with these Terms and Mylan does not agree to join Conditions and the Agreement and only in such suit as provided in Section , Penwest may bring such suit on its own combination with equipment and shall in such event bear all costs of, and shall exercise all control over, such suit. Penwest may, at its expense, bring such action software expressly approved in the name Documentation if such claim would not have occurred but for such unauthorized combination; (vi) Licensee making no admissions in respect of Mylan and/or cause Mylan such claim without Resolve Systems’ prior written consent; and, (vii) Licensee’s compliance with all reasonable instructions given by Resolve Systems relating to be joined in the suit as a plaintiff. Recoveries, if any, whether by judgment, award, decree or settlement, shall belong solely to Penwestclaim. 8.4 If Penwest notifies Mylan that it desires to institute suit against such third party with respect to a Covered Infringement, This Section 8 states Licensee’s exclusive remedy and Mylan notifies Penwest within 30 days after receipt of such notice that Mylan desires to institute suit jointly, the suit shall be brought jointly in the names of both parties and all costs thereof shall be borne equally. Recoveries, if any, whether by judgment, award, decree or settlement, shall, after the reimbursement of each of Penwest and Mylan Resolve Systems’ entire liability for its share of the joint costs in such action, be shared between Penwest and Mylan equally; provided however that, any portion of such net recoveries which constitutes the equivalent of, or damages or payments in lieu of, a royalty measured by the defendant's Net Sales shall not be shared equally, but shall be shared between Penwest and Mylan in accordance with Section as if they were Mylan's Net Salesinfringement. 8.5 If Penwest notifies Mylan that it does not intend to institute suit against such third party with respect to a Covered Infringement, Mylan may institute suit on its own. Mylan shall bear all costs of, and shall exercise all control over, such suit. Recoveries, if any, whether by judgment, award, decree or settlement, shall belong solely to Mylan; provided however that, after reimbursement of Mylan for its costs in such action, any portion of such net recoveries which constitutes the equivalent of, or damages or payments in lieu of, a royalty measured by the defendant's Net Sales shall be shared between Penwest and Mylan in accordance with Section as if they were Mylan's Net Sales. 8.6 Should either Penwest or Mylan commence a suit under the provisions of this Section and thereafter elect to abandon the same, it shall give timely notice to the other party, who may, if it so desires, be joined as a plaintiff in the suit (or continue as such if it is already one) and continue prosecution of such suit. The sharing of expenses and any recovery of such suit shall be as reasonably agreed between Penwest and Mylan.