Common use of Infringement Clause in Contracts

Infringement. 14.01 LICENSEE shall immediately notify LICENSOR of any unauthorized use and/or suspected infringement of the INTELLECTUAL PROPERTY. Such notification shall include, without limitation, immediately forwarding to LICENSOR any and all documents relating to any such unauthorized use or suspected infringement and providing LICENSOR with any and all facts and circumstances relating to such unauthorized use or suspected infringement. 14.02 LICENSOR shall have the primary, and in the first instance sole, right to institute a suit for infringement, unfair competition or other action with respect to any unauthorized use or suspected infringement. LICENSOR shall have the sole discretion to determine how to handle or otherwise deal with any infringement or unauthorized use of the INTELLECTUAL PROPERTY, including the right to settle or otherwise compromise any dispute or suit, and shall promptly notify LICENSEE of its decision. LICENSOR shall have no duty to initiate such litigation if, in its sole judgment, such litigation is not warranted or is not in its best interests. 14.03 LICENSEE may join and be represented in, at its own expense by its own counsel, any proceeding relating to any unauthorized use or suspected infringement to prove its own interests. 14.04 LICENSEE agrees that it shall, at all times, reasonably cooperate with LICENSOR and its counsel, in all respects, with respect to any unauthorized use or suspected or alleged infringement at LICENSOR's expense, including, but not limited to, having LICENSEE's principals, directors, employees, officers and/or agents testify, and making available any records, papers, information, specimens and the like when requested by LICENSOR. 14.05 Any damages and/or recovery received pursuant to such litigation or settlement or compromise shall be the sole and exclusive property of LICENSOR. 14.06 If LICENSOR decides, in its discretion, not to take any action with respect to an unauthorized use or suspected infringement, then LICENSEE may, at its own option and sole expense, take such action on its own behalf as it deems appropriate and any damages, recovery, settlement or compromise obtained thereby shall be for the account of LICENSEE.

Infringement. 14.01 LICENSEE Licensee shall immediately notify LICENSOR Licensor in writing promptly upon learning of any unauthorized use and/or suspected infringement of the INTELLECTUAL PROPERTYTrademarks or IP Rights, or imitation or counterfeiting of Licensed Products in the Territory. Such notification Licensor thereupon shall includeat its sole discretion take such action as it deems advisable for the protection of its rights in and to the Trademarks, IP Rights and Licensed Products and, if requested to do so by Licensor, Licensee shall provide reasonable assistance to Licensor in all respects, including, without limitation, immediately forwarding by being plaintiffs or co-plaintiffs in any one or more lawsuits in connection therewith and by causing their officers to LICENSOR any execute pleadings and all documents relating to any such unauthorized use or suspected infringement other related documents. The institution and providing LICENSOR with any conduct of litigation, the selection of attorneys and all facts the settlement of litigation and circumstances relating to such unauthorized use or suspected infringement. 14.02 LICENSOR shall have claims affecting the primary, Trademarks and IP Rights in the first instance sole, right to institute a suit for infringement, unfair competition or other action with respect to any unauthorized use or suspected infringement. LICENSOR shall have the sole discretion to determine how to handle or otherwise deal with any infringement or unauthorized use of the INTELLECTUAL PROPERTY, including the right to settle or otherwise compromise any dispute or suit, and shall promptly notify LICENSEE of its decision. LICENSOR shall have no duty to initiate such litigation if, in its sole judgment, such litigation is not warranted or is not in its best interests. 14.03 LICENSEE may join and be represented in, at its own expense by its own counsel, any proceeding relating to any unauthorized use or suspected infringement to prove its own interests. 14.04 LICENSEE agrees that it shall, at all times, reasonably cooperate with LICENSOR and its counsel, in all respects, with respect to any unauthorized use or suspected or alleged infringement at LICENSOR's expense, including, but not limited to, having LICENSEE's principals, directors, employees, officers and/or agents testify, and making available any records, papers, information, specimens and the like when requested by LICENSOR. 14.05 Any damages and/or recovery received pursuant to such litigation or settlement or compromise Territory shall be entirely within the sole discretion of Licensor and exclusive property of LICENSOR. 14.06 If LICENSOR decidesunder Licensor’s control. Licensee may, in its discretion, not participate in such litigation relating to infringing Products at its own expense with its own attorneys. In no event, however, will Licensor be required to take any action if it deems it inadvisable to do so and Licensee will have no right to take any action with respect to an unauthorized use the Trademarks or suspected infringementIP Rights without Licensor’s prior written consent. All costs and expenses, then LICENSEE mayincluding reasonable legal and investigative fees incurred in connection with any such actions which are so undertaken, at its own option and sole expense, take such action on its own behalf as it deems appropriate and any damages, recovery, settlement or compromise obtained thereby shall be for borne equally Licensor and Licensee, and each party’s expenses shall be reimbursed out of any monetary recovery obtained, and the account remainder, if any, shall be divided equally between the parties. If the monetary recovery obtained is not sufficient to fully reimburse both parties, the parties’ expenses shall be reimbursed on a pro rata basis out of LICENSEEsuch monetary recovery.

Infringement. 14.01 LICENSEE Each Party shall immediately notify LICENSOR give prompt written notice to the other of any unauthorized use and/or suspected infringement or actual Infringement by a third party of all or any portion of the INTELLECTUAL PROPERTYIpsen Licensed Technology, Licensee Technology, Joint Inventions or Joint Patent Rights that comes to the attention of that Party during the Royalty Term with respect to any and all countries in the Territory. Such notification Licensee shall includehave the first right but not the obligation to initiate and pursue proceedings against such third party in connection with any such suspected or actual Infringement of all or any portion of the Ipsen Licensed Technology, Joint Inventions or Joint Patent Rights, and Licensee shall have the sole right but not the obligation to initiate and pursue proceedings against such third party in connection with any such suspected or actual Infringement of all or any portion of Licensee Technology. The commencement, strategies, termination, and settlement of any action or proceedings relating to the validity or suspected or actual Infringement of the Ipsen Licensed Technology, Joint Inventions or Joint Patent Rights, or any portion thereof, shall be decided by Licensee in consultation with Ipsen. The commencement, strategies, termination, and settlement of any action or proceedings relating to the validity or suspected or actual Infringement of Licensee Technology, or any portion thereof, shall be decided solely by Licensee without any requirement that Licensee consult with Ipsen. Any proceedings initiated and pursued by Licensee pursuant to this Section 10.6 shall be at the expense of Licensee. Nothing in this Agreement, however, shall be deemed to require Licensee to enforce all or any portion of the Ipsen Licensed Technology, Joint Inventions, Joint Patent Rights or Licensee Technology against others; provided, * CONFIDENTIAL TREATMENT REQUESTED. OMITTED PORTIONS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 406 PROMULGATED UNDER THE SECURITIES ACT OF 1933, AS AMENDED. however, that if Licensee does not enforce all or any portion of the Ipsen Licensed Technology, Joint Inventions or Joint Patent Rights, Ipsen may do so at its expense and, if necessary under the relevant law of the concerned jurisdiction, in the name of Licensee as a plaintiff, unless Licensee reasonably believes that pursuit by Ipsen of any such enforcement action jeopardizes all or any portion of the Ipsen Licensed Technology, Joint Inventions or Joint Patent Rights, including the validity thereof, and sends written notice to Ipsen stating that Ipsen should not pursue any such enforcement action for this reason, in which case Ipsen shall not pursue any such enforcement action. Ipsen may not settle any proceedings or other enforcement action without the prior written consent of Licensee, which consent shall not be unreasonably withheld or delayed. At the request of the Party bringing such enforcement action or proceeding under this Section 10.6, the other Party shall cooperate reasonably with such Party, including without limitation by having such other Party agree to be named as a party if necessary to such enforcement action or proceeding, and any such reasonable cooperation by such other Party shall be at the sole cost and expense of such Party that requested such cooperation. The Party not bringing an enforcement action or proceeding under this Section 10.6 with respect to the validity or suspected or actual Infringement of Ipsen Licensed Technology, Joint Inventions or Joint Patent Rights shall be entitled to separate representation in such matter by counsel of its own choice and at its own expense. Any damages, costs or other amounts recovered in connection with any action or proceeding initiated and pursued by Licensee or Ipsen pursuant to this Section 10.6, including, without limitation, immediately forwarding to LICENSOR any and all documents relating to any such unauthorized use or suspected infringement and providing LICENSOR with any and all facts and circumstances relating to such unauthorized use or suspected infringement. 14.02 LICENSOR shall have the primary, and in the first instance sole, right to institute a suit for infringement, unfair competition or other action with respect to any unauthorized use or suspected infringement. LICENSOR shall have the sole discretion to determine how to handle or otherwise deal with any infringement or unauthorized use of the INTELLECTUAL PROPERTY, including the right to settle or otherwise compromise any dispute or suit, and shall promptly notify LICENSEE of its decision. LICENSOR shall have no duty to initiate such litigation ifsettlement thereof, in its sole judgment, such litigation is not warranted or is not in its best interests. 14.03 LICENSEE may join and be represented in, at its own expense by its own counsel, any proceeding relating to any unauthorized use or suspected infringement to prove its own interests. 14.04 LICENSEE agrees that it shall, at all times, reasonably cooperate connection with LICENSOR and its counsel, in all respects, with respect to any unauthorized use the validity or suspected or alleged infringement at LICENSOR's expenseactual Infringement of Ipsen Licensed Technology, includingJoint Inventions or Joint Patent Rights, but not limited to, having LICENSEE's principals, directors, employees, officers and/or agents testify, and making available any records, papers, information, specimens and the like when requested by LICENSOR. 14.05 Any damages and/or recovery received pursuant to such litigation or settlement or compromise shall be the sole and exclusive property of LICENSOR. 14.06 If LICENSOR decides, in its discretion, not allocated first to take any action with respect to an unauthorized use or suspected infringement, then LICENSEE may, at its own option and sole expense, take such action on its own behalf as it deems appropriate [ ]* and any damages, recovery, settlement or compromise obtained thereby remaining amounts shall be for the account of LICENSEEallocated as follows: [ ]*.

Infringement. 14.01 9.1 If the production, sale, import or use of LICENSED PRODUCTS under this LICENSE AGREEMENT results in any claim for patent infringement against LICENSEE, AFFILIATES, SUBLICENSEEs, or any customer(s) or sublicensee(s) of the foregoing, LICENSEE shall, upon becoming aware of such claim and subject to any applicable confidentiality obligations, promptly notify the UNIVERSITY thereof in writing, setting forth the facts of such claim in reasonable detail. As between the parties to this LICENSE AGREEMENT, LICENSEE shall immediately notify LICENSOR have the first and primary right [***] at its own expense to defend and control the defense of any unauthorized use such claim, by counsel of its own choice. LICENSEE shall be free to enter into a settlement, consent judgment, or other voluntary disposition of any such actions, provided that any settlement, consent judgment or other voluntary disposition of such actions which (i) [***], (ii) [***], or (iii) [***] must be approved by UNIVERSITY, such approval not being unreasonably withheld. UNIVERSITY shall provide LICENSEE notice of such approval or denial of such approval within [***] ([***]) business days of any request for such approval by LICENSEE, provided that (i) in the event UNIVERSITY wishes to deny such approval, such notice shall include a detailed written description of UNIVERSITY’s reasonable objections to the proposed settlement, consent judgment, or other voluntary disposition, and (ii) UNIVERSITY 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 [***] ([***]) day period in accordance herewith. 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 [***] 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, LICENSEE shall have the first, primary right, but not the obligation, to institute, prosecute and control any action or proceeding with respect to such infringement, by counsel of its choice, including any declaratory judgment action arising from such infringement. Subject to Section 9.5, UNIVERSITY shall reasonably cooperate in any such action or proceeding at LICENSEE’s sole expense, including joining in such action or proceeding. LICENSEE shall be free to enter into a settlement, consent judgment, or other voluntary disposition of such action, provided that any settlement, consent judgment or other voluntary disposition of such actions which (i) [***], (ii) [***], or (iii) [***] must be approved by UNIVERSITY, such approval not to be unreasonably withheld. UNIVERSITY shall provide LICENSEE notice of its approval or denial of such approval within [***] ([***]) business days of any request for such approval by LICENSEE, provided that (i) in the event UNIVERSITY wishes to deny such approval, such notice shall include a detailed written description of UNIVERSITY’s reasonable objections to the proposed settlement, consent judgment, or other voluntary disposition, and (ii) UNIVERSITY 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 [***] ([***]) day period in accordance herewith. If LICENSEE recovers monetary damages in the form of lost profits from a third party infringer as a remedy for the infringement of PATENT RIGHTS licensed hereunder, then LICENSEE shall first apply such recovery to the costs and expenses incurred in obtaining or negotiating for such recovery (including but not limited to attorneys’ fees), and pay to UNIVERSITY the [***] . If LICENSEE recovers monetary damages in the form of an ongoing reasonable royalty as a remedy for the infringement of PATENT RIGHTS and/or suspected consideration for an ongoing license with respect to such PATENT RIGHTS, then, after applying such royalty to the recovery of the costs and expenses incurred in obtaining or negotiating for such royalty (including but not limited to attorneys’ fees), the remaining amount of any such royalty shall be [***]. 9.3 If, within [***] ([***]) months after receiving notice of any alleged infringement of the INTELLECTUAL PROPERTY. Such notification PATENT RIGHTS by a third party, LICENSEE (i) shall includehave been unsuccessful in persuading the alleged infringer to desist, without limitation(ii) shall not have brought and shall not be diligently prosecuting an infringement action, immediately forwarding to LICENSOR any and all documents relating to any such unauthorized use or suspected infringement and providing LICENSOR (iii) has not entered into settlement discussions with any and all facts and circumstances relating respect to such unauthorized use infringement, or suspected infringement. 14.02 LICENSOR if LICENSEE shall notify UNIVERSITY in writing, at any time prior thereto, of its intention not to undertake any of the foregoing actions with respect to the alleged infringer, then UNIVERSITY shall have the primaryright, and in but not the first instance soleobligation, right to institute a suit for infringement, unfair competition or other action with respect to any unauthorized use or suspected infringement. LICENSOR shall have the sole discretion to determine how to handle or otherwise deal with any infringement or unauthorized use of the INTELLECTUAL PROPERTY, including the right to settle or otherwise compromise any dispute or suit, and shall promptly notify LICENSEE of its decision. LICENSOR shall have no duty to initiate such litigation if, in its sole judgment, such litigation is not warranted or is not in its best interests. 14.03 LICENSEE may join and be represented inprosecute, at its own expense by and utilizing counsel of its own counselchoice, any proceeding relating to any unauthorized use or suspected infringement to prove its own interests. 14.04 LICENSEE agrees that it shall, at all times, reasonably cooperate with LICENSOR and its counsel, in all respects, with respect to any unauthorized use or suspected or alleged infringement at LICENSOR's expense, including, but not limited to, having LICENSEE's principals, directors, employees, officers and/or agents testifyof the PATENT RIGHTS, and making available any records, papers, information, specimens and the like when requested by LICENSOR. 14.05 Any damages and/or recovery received pursuant to such litigation or settlement or compromise shall be the sole and exclusive property of LICENSOR. 14.06 If LICENSOR decides, in its discretion, not to take any action with respect to an unauthorized use or suspected infringement, then LICENSEE UNIVERSITY may, at its own option expense and control, take steps to defend or enforce any patent within the PATENT RIGHTS and recover, for its own account, any damages, awards or settlements resulting therefrom. LICENSEE and/or its AFFILIATES shall cooperate as reasonably requested by UNIVERSITY, including joining in such actions, at the expense of UNIVERSITY. 9.4 In any challenge to the PATENT RIGHTS brought or declaratory judgment action defended not already addressed by the provisions of this Section 9, LICENSEE shall have the first right, exercisable upon written notice to UNIVERSITY within [***] ([***]) days of receipt of notice of such action, but not the obligation, to defend such action at the sole expense of LICENSEE. UNIVERSITY shall reasonably cooperate in any such defense at LICENSEE’s sole expense, take including joining in such action on actions. If LICENSEE does not so elect, UNIVERSITY may defend but has no obligation to do so. 9.5 Notwithstanding the foregoing, and without limiting LICENSEE’s rights under Section 9.1 or 9.2 above to enter into any settlement, consent judgment, or other voluntary disposition of any legal or equitable action, UNIVERSITY shall be entitled, in its sole discretion and at its own behalf as it deems appropriate expense, to participate through counsel of its own choosing in any legal action involving INVENTIONS and PATENT RIGHTS. LICENSEE acknowledges that UNIVERSITY may not join in any damageslitigation without the approval of authorized agencies of North Carolina, recovery, settlement or compromise obtained thereby including the Board of Governors of the University of North Carolina. UNIVERSITY agrees to use its best efforts to obtain such approval promptly in the event that UNIVERSITY is required to be joined in any litigation under this Article 9 to establish standing. Nothing in the foregoing Sections shall be for construed in any way which would limit the account authority of LICENSEEthe Attorney General of North Carolina.

Infringement. 14.01 LICENSEE shall immediately notify LICENSOR (a) The Vendor agrees that it will defend, at its own expense, all suits and claims against the Owner for infringement or violation (whether by use, sale or otherwise) in the United States of any unauthorized use patent, trademark, copyright, trade secret or other intellectual property rights of any third party (collectively, "Intellectual Property Rights"), covering, or alleged to cover, the Equipment, Software, the System and/or suspected infringement any PCS System, any PCS Sub-System or any component thereof for its intended use, in the form furnished or as subsequently modified by the Vendor or as otherwise modified by the Owner pursuant to the direction or approval of the INTELLECTUAL PROPERTYVendor. Such notification shall includeThe Vendor agrees that it will pay all sums, including, without limitation, immediately forwarding attorneys' fees and other costs, which, by final judgment or decree, or in settlement of any suit or claim to LICENSOR any and which the Vendor agrees, may be assessed against the Owner on account of such infringement or violation, provided that: (i) the Vendor will be given prompt written notice of all documents relating to claims of any such unauthorized use infringement or suspected infringement violation and providing LICENSOR with of any suits or claims brought or threatened against the Owner or the Vendor of which the Owner has actual knowledge; (ii) the Vendor will be given full authority to assume control of the defense (including appeals) thereof through its own counsel at its sole expense and all facts and circumstances relating to such unauthorized use or suspected infringement. 14.02 LICENSOR shall have the primary, and in the first instance sole, right to institute a suit for infringement, unfair competition or other action with respect to any unauthorized use or suspected infringement. LICENSOR shall will have the sole discretion to determine how to handle or otherwise deal with any infringement or unauthorized use of the INTELLECTUAL PROPERTY, including the right to settle any suits or otherwise compromise any dispute or suit, and shall promptly notify LICENSEE claims without the consent of its decision. LICENSOR shall the Owner; provided that the Vendor will have no duty right to initiate agree to injunctive relief against the Owner; provided further that the Vendor will notify the Owner of any proposed settlement condition prior to the Vendor's acceptance of such litigation if, settlement; and (iii) the Owner will cooperate fully with the Vendor in its sole judgment, the defense of such litigation is not warranted suit or is not in its best interests. 14.03 LICENSEE may join claims and be represented inprovide the Vendor, at its own expense by its own counsel, any proceeding relating to any unauthorized use or suspected infringement to prove its own interests. 14.04 LICENSEE agrees that it shall, at all times, reasonably cooperate with LICENSOR and its counsel, in all respects, with respect to any unauthorized use or suspected or alleged infringement at LICENSORthe Vendor's expense, including, but not limited to, having LICENSEE's principals, directors, employees, officers and/or agents testify, and making available any records, papers, information, specimens and such assistance as the like when requested by LICENSORVendor may reasonably require in connection therewith. 14.05 Any damages and/or recovery received pursuant (b) The Vendor's obligation under this subsection 14.2 will not extend to alleged infringements or violations that arise because the Products provided by the Vendor are used in combination with other products furnished by third parties and where any such litigation combination was not installed, recommended, approved, explicitly or settlement or compromise shall be by implication, by the sole and exclusive property of LICENSORVendor. 14.06 If LICENSOR decides, in its discretion, not to take any action with respect to an unauthorized use or suspected infringement, then LICENSEE may, at its own option and sole expense, take such action on its own behalf as it deems appropriate and any damages, recovery, settlement or compromise obtained thereby shall be for the account of LICENSEE.

Infringement. 14.01 LICENSEE shall immediately notify LICENSOR (a) In the event that Licensee, any of Licensee’s Subsidiaries or Licensee’s sublicensees becomes aware of any unauthorized use and/or suspected infringement of the INTELLECTUAL PROPERTY. Such notification Licensed Marks in the Territory, or of any uses of confusingly or substantially similar trademarks, service marks, trade names or domain names, on or in connection with the marketing, advertising or provision of similar products or services (each, an “Unauthorized Use”), Licensee shall include, without limitation, immediately forwarding to LICENSOR any and all documents relating to any such unauthorized use or suspected infringement and providing LICENSOR promptly provide Licensor with any and all facts and circumstances relating to such unauthorized use or suspected infringementwritten notice thereof. 14.02 LICENSOR (b) Licensor shall have the primaryright, but not the obligation (except as otherwise expressly provided in this Section 6(b) or in Section 6(c)), to challenge and attempt to eliminate each Unauthorized Use. In the event that Licensor decides to bring an enforcement action, Licensee shall reasonably cooperate (and shall require Licensee’s Subsidiaries and Licensee’s sublicensees to reasonably cooperate), at Licensor’s expense, with Licensor in investigating, prosecuting and settling any enforcement action instituted by Licensor against any Person engaging in an Unauthorized Use. Licensor may bring an action in the first instance sole, right to institute a suit for infringement, unfair competition name of Licensor alone or other action in the name of both Licensor and Licensee (including Licensee’s Subsidiaries and Licensee’s sublicensees) with respect to any unauthorized use or suspected infringementcounsel of Licensor’s choosing but at Licensor’s expense. LICENSOR shall have the sole discretion to determine how to handle or otherwise deal with any infringement or unauthorized use of the INTELLECTUAL PROPERTY, including the right to settle or otherwise compromise any dispute or suit, and shall promptly notify LICENSEE of its decision. LICENSOR shall have no duty to initiate such litigation if, in its sole judgment, such litigation is not warranted or is not in its best interests. 14.03 LICENSEE may join and be represented inLicensee, at its own expense by expense, shall have the right to participate with counsel of its own counselchoice in the investigation, prosecution and/or settlement of any such enforcement action instituted by Licensor. Licensor shall retain any and all proceeds recovered in any such enforcement action. (c) Subject to Section 6(b), neither Licensee, any proceeding relating Subsidiary of Licensee nor any of Licensee’s sublicensees shall have the right to prosecute or settle an infringement action against any unauthorized use or suspected infringement to prove its own interestsPerson who engages in an Unauthorized Use. 14.04 LICENSEE agrees that it shall, at all times, reasonably cooperate with LICENSOR and its counsel, in all respects, with respect to any unauthorized use or suspected or alleged infringement at LICENSOR's expense, including, but not limited to, having LICENSEE's principals, directors, employees, officers and/or agents testify, and making available any records, papers, information, specimens and the like when requested by LICENSOR. 14.05 Any damages and/or recovery received pursuant to such litigation or settlement or compromise shall be the sole and exclusive property of LICENSOR. 14.06 If LICENSOR decides, in its discretion, not to take any action with respect to an unauthorized use or suspected infringement, then LICENSEE may, at its own option and sole expense, take such action on its own behalf as it deems appropriate and any damages, recovery, settlement or compromise obtained thereby shall be for the account of LICENSEE.

Infringement. 14.01 7.1 LICENSEE shall immediately notify inform LICENSOR promptly in writing of any unauthorized use and/or suspected alleged infringement of the INTELLECTUAL PROPERTY. Such notification shall include, without limitation, immediately forwarding to LICENSOR Intellectual Property by a third party and of any and all documents relating to any such unauthorized use or suspected infringement and providing LICENSOR with any and all facts and circumstances relating to such unauthorized use or suspected infringementavailable evidence thereof. 14.02 7.2 During the term of this Agreement, LICENSOR shall have the primaryright, and in the first instance solebut shall not be obligated, right to institute a suit for infringement, unfair competition or other action with respect to any unauthorized use or suspected infringement. LICENSOR shall have the sole discretion to determine how to handle or otherwise deal with any infringement or unauthorized use of the INTELLECTUAL PROPERTY, including the right to settle or otherwise compromise any dispute or suit, and shall promptly notify LICENSEE of its decision. LICENSOR shall have no duty to initiate such litigation if, in its sole judgment, such litigation is not warranted or is not in its best interests. 14.03 LICENSEE may join and be represented in, prosecute at its own expense by its own counselany such infringements of the Intellectual Property. If LICENSOR prosecutes any such infringement, any proceeding relating to any unauthorized use or suspected infringement to prove its own interests. 14.04 LICENSEE agrees that LICENSOR 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 LICENSOR shall be borne by LICENSOR, but LICENSOR shall keep any recovery or damages for past infringement derived from said suit, whether resulting from a judgment, settlement, or otherwise, as reimbursement for any and all expenses, costs, and efforts expended by LICENSOR in pursuit of the claim. The remainder, if any, shall then be divided between LICENSOR and LICENSEE in an equitable manner to allow LICENSEE to receive a portion of the income it would have received but for the infringement. 7.3 If within six (6) months after having been notified of any alleged infringement or such shorter time prescribed by law, LICENSOR 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 LICENSOR 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, and LICENSEE may, for such purposes, use the name of LICENSOR 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 LICENSOR, which consent shall not be unreasonably withheld. LICENSEE shall indemnify LICENSOR from and against all costs, expenses, judgments, or other adverse results that arise during or that result from such proceedings or the actions associated therewith. 7.4 In the event that a declaratory judgment action alleging invalidity or infringement of any of the Intellectual Property shall be brought against LICENSEE, LICENSOR, at its option, shall have the right, within thirty (30) days after notice of the commencement of such action, to intervene and take over the sole defense of the action at its own expense. 7.5 In any infringement suit as either Party may institute to enforce the Intellectual Property pursuant to this Agreement, the other Party hereto shall, at all timesthe request and expense of the Party initiating such suit, reasonably cooperate with LICENSOR and its counsel, in all respectsrespects and, with respect to any unauthorized use or suspected or alleged infringement at LICENSOR's expensethe extent possible, including, but not limited to, having LICENSEE's principals, directors, employees, officers and/or agents testify, have its employees testify when requested and making make available any relevant records, papers, information, specimens samples, specimens, and the like when requested by LICENSORlike. 14.05 Any damages and/or recovery received pursuant to such litigation or settlement or compromise shall be the sole and exclusive property of LICENSOR. 14.06 If LICENSOR decides, in its discretion, not to take any action with respect to an unauthorized use or suspected infringement, then LICENSEE may, at its own option and sole expense, take such action on its own behalf as it deems appropriate and any damages, recovery, settlement or compromise obtained thereby shall be for the account of LICENSEE.

Infringement. 14.01 LICENSEE shall immediately notify LICENSOR of any unauthorized use and/or suspected infringement of In the INTELLECTUAL PROPERTY. Such notification shall include, without limitation, immediately forwarding event that it is reasonably likely that a claim will be successfully brought by a Third Party to LICENSOR any and all documents relating to any such unauthorized use or suspected infringement and providing LICENSOR with any and all facts and circumstances relating to such unauthorized use or suspected infringement. 14.02 LICENSOR shall have the primary, and in the first instance sole, right to institute a suit for infringement, unfair competition court or other action with respect to any unauthorized use governmental agency of competent jurisdiction that the Manufacture, storage, importation, sale, offer for sale or suspected infringement. LICENSOR shall have the sole discretion to determine how to handle or otherwise deal with any infringement or unauthorized use of the INTELLECTUAL PROPERTYLicensed Adjuvant infringes any patent or other proprietary right of any Third Party, including the right to settle or otherwise compromise any dispute or suit, and Supplier shall promptly notify LICENSEE of its decision. LICENSOR shall have no duty to initiate such litigation if, in its sole judgment, such litigation is not warranted or is not in its best interests. 14.03 LICENSEE may join and be represented inpromptly, at its own expense and option, either: a) procure for Purchaser the right to continue the storage, importation, sale, offer for sale or use of such Licensed Adjuvant; b) replace the relevant Licensed Adjuvant with non-infringing Licensed Adjuvants of equivalent function and performance; or c) modify such Licensed Adjuvants so that they become non-infringing without detracting from function or performance. If the Parties disagree on whether the occurrence and/or success of a claim described in the preceding sentence is reasonably likely, the Parties will engage mutually agreeable patent counsel to deliver a final determination as to the reasonable likelihood of such a successful claim, and the Parties will split the costs related to such counsel equally. Any action taken by Supplier under clause (a), (b) or (c) of the first sentence of this Section 5.5 must not result in any change to the Adjuvant Specifications and if Supplier cannot take necessary action under such clauses within ninety (90) days of the date of the infringement claim, Purchaser shall be relieved of its own counselobligation to order its purchase requirements of Licensed Adjuvants from Supplier as set forth in Section 2.7 and Purchaser may request (and upon such request, Supplier will grant) a Technology Transfer pursuant to Section 6.3(c). Supplier’s obligations hereunder shall not apply to any infringement claim arising directly and principally attributable from activities conducted by Purchaser in a manner inconsistent with Purchaser’s rights under this Agreement and/or the LCA. Notwithstanding anything to the contrary in this Agreement or Section 5.4, in the event that Section 6.11 of the LCA (including without limitation Section 6.11.1) is applicable to an infringement claim hereunder, the terms of such Section 6.11 shall apply, as applicable, to such claim; provided, however that, in addition to all rights of Purchaser under Section 6.11 of the LCA, in the event that any Third Party commences any proceeding relating against Purchaser, Supplier and/or any Sublicensee related to any unauthorized use or suspected infringement the Isconova Technology which results in the enjoinment of the research, development, commercialization and/or sale of a Licensed Product and (ii) the underlying claim of such proceeding in clause (i) is not directly and principally attributable to prove its own interests. 14.04 LICENSEE agrees that it shallactivities conducted by Purchaser outside the scope of the rights granted to Purchaser in Section 3.1 of the LCA, at all times, reasonably cooperate with LICENSOR and its counsel, in all respects, with respect Purchaser shall have the right to any unauthorized use or suspected or alleged infringement at LICENSOR's expense, including, but not limited to, having LICENSEE's principals, directors, employees, officers and/or agents testify, and making available any records, papers, information, specimens and the like when requested by LICENSOR. 14.05 Any damages and/or recovery received immediately terminate this Agreement pursuant to such litigation or settlement or compromise Section 6.2(a) and, to the extent not already performed, Supplier shall be the sole and exclusive property of LICENSOR. 14.06 If LICENSOR decides, perform a Technology Transfer as set forth in its discretion, not to take any action with respect to an unauthorized use or suspected infringement, then LICENSEE may, at its own option and sole expense, take such action on its own behalf as it deems appropriate and any damages, recovery, settlement or compromise obtained thereby shall be for the account of LICENSEE.Section 6.3(c) upon Genocea’s request,

Infringement. 14.01 7.1 In the event that any of the PATENT RIGHTS are infringed by a third party, LICENSEE and/or a sublicensee of either LICENSEE or a SUBSIDIARY shall have, subject to Paragraph 7.2, the first right and obligation to institute and prosecute any action or proceeding to enforce the PATENT RIGHTS with respect to such infringement including without limitation settlement discussions relating to, and any declaratory judgment action arising from, such infringement by competent counsel of LICENSEE's choice or, if applicable, such sublicensee's choice. If LICENSEE or, if applicable, a sublicensee of either LICENSEE or a SUBSIDIARY institutes and prosecutes any such action or proceeding, LICENSEE or such sublicensee, if applicable, shall have an exclusive right to control such action or proceeding. In the event that LICENSEE or a sublicensee of either LICENSEE or a SUBSIDIARY commences an action to enforce the PATENT RIGHTS, LICENSEE shall immediately notify LICENSOR have the right during the pendency of the action to withhold [*] of the royalties payable to BOARD hereunder based on the SALE of the LICENSED PRODUCTS covered by the patent or patent within the PATENT RIGHTS in dispute to offset LICENSEE's and such sublicensee's out-of-pocket legal expenses incurred in connection with such action or proceeding. Any portion of such withheld royalties that is not so applied, shall be promptly paid to BOARD after such action or proceeding is resolved or abandoned. Any amounts recovered from third parties by LICENSEE or a sublicensee of * Confidential treatment has been requested for marked portion either LICENSEE or a SUBSIDIARY with respect to the PATENT RIGHTS in such action or proceeding shall be applied first to reimburse any unauthorized use outstanding legal expenses of the action or proceeding incurred by LICENSEE or such sublicensee, and then to reimburse BOARD for any royalties or fees withheld under this Paragraph 7.1 with respect to such action or proceeding. Any amounts remaining shall be included in NET SALES for purposes of calculating royalties owed pursuant to Paragraph 5.4 and/or suspected Paragraph 5.5, as applicable. 7.2 In the event that any of the PATENT RIGHTS are infringed by a third party, and LICENSEE and/or a sublicensee of either LICENSEE or a SUBSIDIARY, if appropriate, has not instituted action or proceedings against such third party to enforce the PATENT RIGHTS, or has not concluded settlement discussions with such third party, or LICENSEE or a SUBSIDIARY has not granted to such third party sublicense rights under the PATENT RIGHTS, within one (1) year of LICENSEE's or such sublicensee's receipt of information of such third party's infringement of the INTELLECTUAL PROPERTYPATENT RIGHTS, BOARD and LICENSEE and such sublicensee, if appropriate, will consult with one another in an effort to determine whether the infringement is a substantial infringement of the PATENT RIGHTS and whether a reasonably prudent licensee would have instituted such action or proceedings, concluded such settlement negotiations, and/or granted such sublicense rights within such one (1) year period in light of all relevant business and economic factors (including without limitation the projected cost of such action or proceedings, the likelihood of success on the merits, the probable amount of any damage award, the prospects for satisfaction of any judgment against the alleged infringer, the possibility of counterclaims against BOARD, LICENSEE and/or such sublicensee, the diversion of LICENSEE's and/or such sublicensee human and economic resources, the impact of any possible adverse outcome on LICENSEE and/or such sublicensee, and the effect any publicity might have on the respective reputations and goodwill of BOARD and LICENSEE and/or such sublicensee). Such notification shall includeIf after such consultation BOARD and LICENSEE and such sublicensee, without limitationif appropriate, immediately forwarding have not reached agreement and LICENSEE and/or such sublicensee, if appropriate, does not institute action or proceedings against, or enter into settlement negotiations with, or grant sublicense rights to LICENSOR any and all documents relating to any such unauthorized use or suspected infringement and providing LICENSOR with any and all facts and circumstances relating to such unauthorized use or suspected infringement. 14.02 LICENSOR a substantial infringer, BOARD shall have the primary, and in the first instance sole, right to institute enforce the PATENT RIGHTS relating to infringement by such a suit for infringement, unfair competition or other action substantial infringer on behalf of BOARD and LICENSEE and/or such sublicensee. Any amounts recovered from third parties by BOARD with respect to the PATENT RIGHTS in such action or proceeding shall be retained by BOARD. 7.3 LICENSEE shall notify BOARD promptly in writing of any unauthorized claim asserted against LICENSEE, SUBSIDIARIES and/or a sublicensee of either LICENSEE or a SUBSIDIARY by any third party alleging infringement of any patent owned by such third party in connection with manufacture, use or suspected infringementsale of LICENSED PRODUCTS or practice, of any method, process or procedure within the PATENT RIGHTS. LICENSOR Notwithstanding anything herein to the contrary, if in LICENSEE's reasonable judgment, the manufacture, use or sale of LICENSED PRODUCTS or the practice of any method, process or procedure within the PATENT RIGHTS by LICENSEE, SUBSIDIARIES or sublicensees of either LICENSEE or a SUBSIDIARY would infringe a BLOCKING PATENT owned or controlled by a third party, LICENSEE shall have the sole discretion to determine how to handle or otherwise deal with any infringement or unauthorized use of the INTELLECTUAL PROPERTY, including the right to settle deduct from the royalties payable to BOARD under Article V the amount which LICENSEE, SUBSIDIARIES or otherwise compromise any dispute a sublicensee of either LICENSEE or suita SUBSIDIARY, and shall promptly notify LICENSEE of its decision. LICENSOR shall have no duty to initiate such litigation ifas the case may be, in its sole judgment, such litigation is not warranted or is not in its best interests. 14.03 LICENSEE may join and be represented in, at its own expense by its own counsel, any proceeding relating to any unauthorized use or suspected infringement to prove its own interests. 14.04 LICENSEE agrees that it shall, at all times, reasonably cooperate with LICENSOR and its counsel, in all respects, with respect to any unauthorized use or suspected or alleged infringement at LICENSOR's expense, including, but not limited to, having LICENSEE's principals, directors, employees, officers and/or agents testify, and making available any records, papers, information, specimens and the like when requested by LICENSOR. 14.05 Any damages and/or recovery received pursuant to such litigation or settlement or compromise shall be the sole and exclusive property of LICENSOR. 14.06 If LICENSOR decides, in its discretion, not to take any action with respect to an unauthorized use or suspected infringement, then LICENSEE may, at its own option and sole expense, take such action on its own behalf as it deems appropriate and any damages, recovery, settlement or compromise obtained thereby shall be for the account of LICENSEE.

Infringement. 14.01 LICENSEE 8.1 Licensee and CMCC shall immediately notify LICENSOR each inform the other promptly in writing of any unauthorized use and/or suspected alleged infringement known to it by a third party of the INTELLECTUAL PROPERTY. Such notification shall include, without limitation, immediately forwarding to LICENSOR Licensed Patent Rights in the Field of Use and of any and all documents relating to any such unauthorized use or suspected infringement and providing LICENSOR with any and all facts and circumstances relating to such unauthorized use or suspected infringementavailable evidence thereof. 14.02 LICENSOR 8.2 Subject to the ION/NEWCO Sublicense Agreement dated December 3, 1997, Licensee or its Affiliate or Sublicensee shall have the primaryfirst right, and in but not the first instance soleobligation, right to institute a suit for infringement, unfair competition or other action with respect to any unauthorized use or suspected infringement. LICENSOR shall have the sole discretion to determine how to handle or otherwise deal with any infringement or unauthorized use of the INTELLECTUAL PROPERTY, including the right to settle or otherwise compromise any dispute or suit, and shall promptly notify LICENSEE of its decision. LICENSOR shall have no duty to initiate such litigation if, in its sole judgment, such litigation is not warranted or is not in its best interests. 14.03 LICENSEE may join and be represented in, prosecute at its own expense by any infringement of the Licensed Patent Rights which falls, within the Field of Use. If Licensee, its Sublicensee or its Affiliate fails to bring such action or proceedings within a period of two (2) months after receiving written notice of the infringement or if within such time Licensee notifies CMCC that it intends not to bring such action, then CMCC shall have the right, but not the obligation, to prosecute at its own counselexpense any such infringement of the Licensed Patent Rights. If Licensee, its Affiliate or Sublicensee brings such action then Licensee may reduce, by up to fifty percent (50%), the royalty due to CMCC which is earned under the Licensed Patent Rights by fifty percent (50%) of the amount of the expenses and costs of such action, including attorney fees. In the event that such fifty percent (50%) of such expenses and costs exceeds the amount of royalties withheld by Licensee for any proceeding relating calendar year, Licensee may to that extent reduce the royalties due to CMCC from Licensee in succeeding calendar years, but never by more than fifty percent (50%) of the royalty due in any unauthorized use one year. Recoveries or suspected reimbursements from such action shall first be applied to reimburse CMCC, Licensee, its Affiliate, or its Sublicensee, ION and HARVARD, as applicable, for litigation costs, and then to reimburse CMCC for royalties withheld. If CMCC brings such action, then any remaining recoveries or reimbursements shall be retained by CMCC, after payment of any amounts due to HARVARD pursuant to the HARVARD/ION License Agreement. If Licensee, its Affiliate or its Sublicensee brings such action, then any remaining recoveries or reimbursements to CMCC by Licensee due shall be treated as Gross Compensation, after payment of any amounts due to HARVARD pursuant to the HARVARD/ION License Agreement. Notwithstanding anything to the contrary in the foregoing, Licensee shall reimburse CMCC, ION or HARVARD, as appropriate, for any costs incurred by CMCC, ION or HARVARD as part of an action brought by Licensee, its Affiliates or Sublicensees, irrespective of whether CMCC, ION or HARVARD become co-plaintiffs. CMCC shall reimburse Licensee for any costs Licensee incurs as part of an action brought by CMCC or its affiliates, irrespective of whether Licensee becomes a co-plaintiff. 8.3 Licensee shall have no right to institute or prosecute any infringement of the Sheffield Patent Rights which falls within NEWCO’s Field of Use. 8.4 Subject to prove the ION/NEWCO Sublicense Agreement dated December 3, 1997, in the event that NEWCO or its successors institutes an action for infringement of the Licensed Patent Rights in Licensee’s Field of Use, CMCC hereby assigns to Licensee any recoveries due to CMCC resulting from such action. 8.5 If CMCC is deemed to be an indispensable party in a suit brought by Licensee, pursuant to this paragraph, CMCC agrees to be named as a co-plaintiff. If HARVARD or ION is deemed to be an indispensable party in a suit brought by Licensee pursuant to this paragraph, then CMCC will endeavor to secure ION’s and HARVARD’s agreement to be named as a co-plaintiff. 8.6 In the event that a declaratory judgment action alleging invalidity, unenforceability or noninfringement of any of the Licensed Patent Rights shall be brought against Licensee, CMCC, 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 action at its own interestsexpense. 14.04 LICENSEE agrees that it 8.7 In any infringement suit which either party may institute to enforce the Licensed Patent Rights pursuant to this Agreement, the other party hereto shall, at all timesthe request and the expense of the party initiating such suit, reasonably cooperate with LICENSOR and its counsel, in all respectsreasonable respects and, with respect to any unauthorized use or suspected or alleged infringement at LICENSOR's expensethe extent reasonably possible, including, but not limited to, having LICENSEE's principals, directors, employees, officers and/or agents testify, have its employees testify when requested and making make available any relevant records, papers, information, samples, specimens, and the like. 8.8 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 of the Licensed Patent Rights. Any up-front fees paid to Licensee as part of such a sublicense shall be treated as Gross Compensation as set forth in Article V. 8.9 If a third party obtains a judgment (consent or otherwise) against Licensee or its Affiliate, as applicable, or obtains a settlement agreement from Licensee or its Affiliate, as applicable, for infringement of a patent based on the manufacture, use, offer to sell, sale, lease or importation of Licensed Products or Licensed Processes, the costs of Licensee’s or its Affiliate’s, as applicable, defense of the third party’s claims will be offset against fifty percent (50%) of the future royalties each year until Licensee or its Affiliate, as applicable, is completely reimbursed for all attorneys fees, court costs, legal fees, damages and/or settlement amounts paid. In addition, in such event and upon payment by Licensee of all amounts due CMCC through the effective date of termination, the Licensee or its Affiliate, against which the judgment is obtained or which enters into the settlement agreement shall have the right to immediately terminate this agreement as to itself. Upon such termination, CMCC shall have no recourse against that Licensee or Affiliate, as applicable, for exercising its right to terminate. CMCC shall, at the request and expense of Licensee, its Affiliate or Sublicensee, as applicable cooperate with Licensee, its Affiliate or Sublicensee, as applicable in any such third party action by making its employees available to testify and by producing relevant, non-privileged records, papers, information, samples, specimens and the like when requested like. CMCC shall endeavor to secure Harvard’s and Ion’s consent to, at Licensee’s, its Affiliate’s or Sublicensee’s, as applicable, request and expense, cooperate with Licensee, its Affiliate or Sublicensee, as applicable in any such third party action by LICENSORmaking its employees available to testify and by producing relevant, non-privileged records, papers, information, samples, specimens and the like. 14.05 Any damages and/or recovery received pursuant 8.10 In the event that a governmental agency in any country or territory compels CMCC to grant a license, or Licensee, its Affiliate or Sublicensee, as applicable, to grant a sublicense to any non-governmental third party under the Licensed Patent Rights, then Licensee, its Affiliate or Sublicensee, as applicable, shall have the benefit during the term of such license, in such territory or country only, of any of the terms granted to such litigation third party which are more favorable than the terms set forth in this Agreement, only if the third party is actually and substantially commercializing Licensed Products or settlement or compromise Licensed Processes. This provision shall be the sole and exclusive property of LICENSORapply to a license granted to a governmental agency only if that governmental agency grants a sublicense to a non-governmental third party. 14.06 If LICENSOR decides, in its discretion, not to take any action with respect to an unauthorized use or suspected infringement, then LICENSEE may, at its own option and sole expense, take such action on its own behalf as it deems appropriate and any damages, recovery, settlement or compromise obtained thereby shall be for the account of LICENSEE.

Infringement. 14.01 LICENSEE shall immediately notify LICENSOR 9.1 In the event of any unauthorized use and/or suspected infringement action for infringement, or institution of any proceedings challenging the validity of any of the INTELLECTUAL PROPERTY. Such notification shall includepatents under PATENT RIGHTS in the LICENSED FIELD, without limitation, immediately forwarding to LICENSOR any and all documents relating to any such unauthorized use or suspected infringement and providing LICENSOR with any and all facts and circumstances relating to such unauthorized use or suspected infringement. 14.02 LICENSOR LICENSEE shall have the primaryright, and in but not the first instance sole, right to institute a suit for infringement, unfair competition or other action with respect to any unauthorized use or suspected infringement. LICENSOR shall have the sole discretion to determine how to handle or otherwise deal with any infringement or unauthorized use of the INTELLECTUAL PROPERTY, including the right to settle or otherwise compromise any dispute or suit, and shall promptly notify LICENSEE of its decision. LICENSOR shall have no duty to initiate such litigation if, in its sole judgment, such litigation is not warranted or is not in its best interests. 14.03 LICENSEE may join and be represented inobligation, at its own expense by and in its own counselname, to prosecute actions or defend proceedings. UNIVERSITY will assist LICENSEE in actions or proceedings, if so requested, and will lend its name to actions or proceedings if required by LICENSEE or by law. LICENSEE will assume all reasonable costs, which UNIVERSITY may incur in affording assistance in actions or proceedings. If LICENSEE elects not to bring any proceeding action for infringement, or defend any proceedings challenging the validity, of any of the patents under PATENT RIGHTS as aforesaid, UNIVERSITY shall have the right but not the obligation to bring action or defend proceedings in its own name at its own expense. LICENSEE hereby agrees to lend its name to the proceedings if a legally indispensable party and will render all reasonable assistance on technical matters relating to any unauthorized use or suspected infringement to prove its own interests. 14.04 LICENSEE agrees that it shall, at all times, reasonably cooperate with LICENSOR and its counsel, in all respects, with respect to any unauthorized use or suspected or alleged infringement at LICENSOR's expense, including, but not limited to, having LICENSEE's principals, directors, employees, officers and/or agents testify, and making available any records, papers, information, specimens and the like when requested by LICENSOR. 14.05 Any damages and/or proceedings. In the event of a recovery received pursuant to such litigation or settlement or compromise shall be the sole and exclusive property of LICENSOR. 14.06 If LICENSOR decides, in its discretion, not to take any action with respect to an unauthorized use or suspected action for infringement, then UNIVERSITY and LICENSEE mayshall first be reimbursed for costs of prosecuting or defending the action, at its own option and sole expense, take such action on its own behalf as it deems appropriate and any damages, recovery, settlement or compromise obtained thereby balance shall be paid to the Party defending or prosecuting the action. 9.2 Upon payment by LICENSEE of costs incurred by either LICENSEE or UNIVERSITY in any action for infringement, or defense of any proceedings challenging the account validity, of LICENSEEany patent under PATENT RIGHTS, LICENSEE may utilize a set-off for all such litigation costs against royalty owed not to exceed fifty (50) percent of royalties owed in a given year, with carry-over of set-off to future years of this Agreement. Any recovery of damages by LICENSEE from each patent enforcement or defense action shall be first applied to reimburse LICENSEE and UNIVERSITY for such litigation costs not paid from royalties, then to reimburse UNIVERSITY for royalties set-off and the balance, if any, to be shared equally.

Infringement. 14.01 LICENSEE shall immediately notify LICENSOR 20.1 The following terms apply to any infringement, suit for or claim or allegation of infringement of any unauthorized use and/or suspected infringement of the INTELLECTUAL PROPERTY. Such notification shall includeUnited States patent, without limitationtrademark, immediately forwarding to LICENSOR any and all documents relating to any such unauthorized use or suspected infringement and providing LICENSOR with any and all facts and circumstances relating to such unauthorized use or suspected infringement. 14.02 LICENSOR shall have the primarycopyright, and in the first instance sole, right to institute a suit for infringement, unfair competition trade secret or other action with respect proprietary interest (collectively referred to as "IP Claim") based on the manufacture, use, sale, resale, or importation into the United States of any unauthorized use Equipment, Software, Related Service, documentation or suspected infringementother item furnished to SWCO under or in contemplation of this Agreement. LICENSOR Supplier shall have the sole discretion to determine how to handle or otherwise deal with indemnify and hold harmless SWCO and any infringement or unauthorized use of the INTELLECTUAL PROPERTY, including the right to settle or otherwise compromise any dispute or suit, and shall promptly notify LICENSEE of its decision. LICENSOR shall have no duty to initiate such litigation ifaffiliates, in its sole judgmentcustomers, such litigation is not warranted or is not in its best interests. 14.03 LICENSEE may join officers, directors, employees, assigns and be represented insuccessors for any loss, at its own expense by its own counseldamage, any proceeding relating to any unauthorized use or suspected infringement to prove its own interests. 14.04 LICENSEE agrees that it shall, at all times, reasonably cooperate with LICENSOR and its counsel, in all respects, with respect to any unauthorized use or suspected or alleged infringement at LICENSOR's expense, cost (including, but not limited to, having LICENSEEany attorney's principals, directors, employees, officers and/or agents testifyfees incurred in the enforcement of this indemnity) or liability that may result by reason of any such IP Claim, and making available any records, papers, information, specimens and the like when requested by LICENSOR. 14.05 Any damages and/or recovery received pursuant to such litigation Supplier shall defend or settlement or compromise shall be the sole and exclusive property of LICENSOR. 14.06 If LICENSOR decides, in its discretion, not to take any action with respect to an unauthorized use or suspected infringement, then LICENSEE maysettle, at its own expense, any such IP Claim against SWCO. 20.2 SWCO shall provide Supplier with prompt written notice of any IP Claim that identifies Equipment, Software or Related Service provided to SWCO hereunder and tender to Supplier control of any such action or settlement negotiations to the extent covered by the indemnification provided herein. Supplier shall keep SWCO advised of the status of any such IP Claim and of its defense and/or negotiation efforts and shall afford SWCO reasonable CONFIDENTIAL & PROPRIETARY General Purchase Agreement 3/98 CONFIDENTIAL [***] CONFIDENTIAL TREATMENT REQUESTED. OMITTED PORTIONS FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION. opportunity to review and comment on significant actions planned to be taken by Supplier on behalf of SWCO. If any such IP Claim involves other vendors of SWCO, Supplier shall cooperate as reasonably necessary to effectively defend SWCO. SWCO shall, at Supplier's expense, reasonably cooperate with Supplier in the defense of SWCO. 20.3 If the use, manufacture, sale, or importation in the United States of any Equipment, Software, or Related Service furnished hereunder becomes subject to an IP Claim, Supplier shall, at SWCO's option and sole expenseat no expense to SWCO, take such action on its own behalf (i) by license or other release from claim of infringement obtain for SWCO and SWCO's customers the right to make, use, sell and/or import into the United States the Product, Software or Related Service, as it deems appropriate and any damagesappropriate; or (ii) substitute an equivalent non-infringing Product, recoverySoftware or Related Service reasonably acceptable to SWCO, settlement or compromise obtained thereby shall be which meets the specifications for the account Product, Software or Related Service, and extend this indemnity thereto; or (iii) modify such Product, Software, or Related Service to make it non-infringing but continue to meet the specifications therefore, and extend this indemnity thereto. 20.4 Supplier shall have no obligation to SWCO with respect to any claim of LICENSEEpatent or copyright infringement which is based upon (i) adherence to specifications, designs, or -instructions furnished by SWCO, unless such specifications, designs, or instructions are incorporated into Product made generally available to Supplier's customers, (ii) the combination, operation or use of any Equipment supplied hereunder with products, software, or data with which the Equipment is not intended to be used or for which the Equipment is not designed, unless at Supplier's direction, (iii) the alteration of the Equipment or modification of any Software made by any party other than Supplier, unless at Supplier's direction, or (iv) SWCO's use of a superseded or altered release of some or all of the Software if infringement would be avoided by the use of a subsequent, unaltered release of the Software that is provided to SWCO by Supplier.

Infringement. 14.01 LICENSEE In the event that Licensee learns of any infringement or threatened infringement of the Licensed Marks or any unfair competition, passing-off or dilution with respect to the Licensed Master Service Marks, the Licensed Ancillary Service Marks, or the Licensed Trade Dress, or any third party alleges or claims that either the Licensed Master Service Marks, the Licensed Ancillary Service Marks, or the Licensed Trade Dress are liable to cause deception or confusion to the public, or are liable to dilute or infringe any right of such third party, Licensee shall immediately notify LICENSOR Licensor or its authorized representative giving particulars thereof and Licensee shall provide necessary information and assistance to Licensor or its authorized representatives in the event that Licensor decides that proceedings should be commenced or defended. Licensor shall have exclusive control of any unauthorized use and/or suspected litigation, opposition, cancellation or related legal proceedings, or the settlement or compromise of any claim. The decision whether to bring, defend, maintain or settle any such proceedings shall be at the exclusive option and expense of Licensor and all recoveries shall belong exclusively to Licensor and all reasonable expenses or losses of Licensee in connection therewith shall be paid by Licensor to Licensee. Licensee will not initiate any such litigation, opposition, cancellation or related legal proceedings in its own name but, at Licensor's request, agrees to be joined as a party in any action taken by Licensor to enforce its rights in the Licensed Master Service Marks, the Licensed Ancillary Service Marks, or the Licensed Trade Dress. Licensor shall reimburse Licensee for all reasonable expenses of Licensee solely in its role as a party in the action. Nothing in this Agreement shall require or be deemed to require Licensor to enforce the Licensed Master Service Marks, the Licensed Ancillary Service Marks, or the Licensed Trade Dress. In the event of any claim, action, proceeding or suit by a third party against Licensee alleging an infringement by any of the INTELLECTUAL PROPERTY. Such notification shall includeLicensed Marks or copyright, without limitationby reason of the use, immediately forwarding in accordance with the Service Specifications, of the Licensed Master Service Marks, the Licensed Ancillary Service Marks, or the Licensed Trade Dress in association with the Licensed Service(s), Licensor, at its expense, will defend Licensee subject to LICENSOR the following conditions: Licensor will reimburse Licensee for any and all documents relating to any such unauthorized use or suspected infringement and providing LICENSOR with any and all facts and circumstances relating to such unauthorized use or suspected infringement. 14.02 LICENSOR shall have the primaryreasonable costs, expenses, and legal fees incurred in the first instance sole, right to institute a suit for infringement, unfair competition or other action connection with obtaining advice concerning its liability with respect to any unauthorized use or suspected infringement. LICENSOR shall have the sole discretion to determine how to handle or otherwise deal with any infringement or unauthorized use of the INTELLECTUAL PROPERTYclaim, including the right to settle or otherwise compromise any dispute action, proceeding or suit, and shall promptly notify LICENSEE of its decision. LICENSOR shall have no duty to initiate such litigation if, in its sole judgment, such litigation is not warranted or is not in its best interests. 14.03 LICENSEE may join and be represented in, at its own expense by its own counsel, any proceeding relating to any unauthorized use or suspected infringement to prove its own interests. 14.04 LICENSEE agrees that it shall, at all times, reasonably cooperate with LICENSOR and its counsel, in all respects, with respect to any unauthorized use or suspected or alleged infringement at LICENSOR's expense, including, but not limited tolegal fees, having LICENSEEcosts and expenses involved in connection with the defense of the claim, action, proceeding or suit, unless incurred at Licensor's principalswritten request or authorization in which case Licensor will promptly reimburse Licensee in full for such amounts. Licensor also will indemnify Licensee against any liability (including any fines, directors, employees, officers and/or agents testify, penalties and making available any records, papers, information, specimens and punitive damages) assessed against Licensee by final judgment or order from which no appeal lies or the like when requested by LICENSOR. 14.05 Any damages and/or recovery received pursuant to such litigation or settlement or compromise shall be the sole and exclusive property of LICENSOR. 14.06 If LICENSOR decides, in its discretion, not to take any action with respect to an unauthorized use or suspected infringement, then LICENSEE may, at its own option and sole expense, take such action time for appeal has expired on its own behalf as it deems appropriate and any damages, recovery, settlement or compromise obtained thereby shall be for the account of LICENSEEsuch infringement or violation arising out of such use.

Infringement. 14.01 LICENSEE Each Party shall immediately promptly notify LICENSOR the other in writing of any unauthorized use and/or suspected infringement of the INTELLECTUAL PROPERTY. Such notification shall include, without limitation, immediately forwarding to LICENSOR any and all documents relating to any such unauthorized conflicting use or suspected apparent act of infringement and providing LICENSOR with or appropriation of any and all facts and circumstances relating Burcon Technology or Burcon Patent Rights by any Person which comes to such unauthorized use or suspected infringementits attention. 14.02 LICENSOR (a) As long as the Exclusive License of Section 3.4 is in effect, ADM shall have the primaryright, at its expense, to bring suit in its own name, or if required by law, jointly with Burcon, at ADM’s expense and in the first instance soleon its own behalf, right to institute a suit for infringementinfringement of Burcon’s Patent Rights of mis-appropriation of Burcon Technology, unfair competition or other action with respect to any unauthorized use or suspected infringement. LICENSOR provided that Burcon shall have the sole discretion right to determine how participate in and control any aspect of any such suit which relates to handle the validity of any patent included in Burcon’s Patent Rights or otherwise deal Burcon Improvements. In any such suit brought by ADM to collect damages, profits and awards of whatever nature for such infringement, ADM shall be entitled to any damages collected under such suit, provided that Burcon shall be entitled to Royalties from ADM at the relevant rate pursuant to Section 4.3, on any such damages in excess of reasonable attorney fees and legal costs incurred by ADM in bringing such suit. In connection with any infringement or unauthorized use of the INTELLECTUAL PROPERTYsuch suit, including ADM also has the right to settle any claim or otherwise compromise suit for infringement with the prior consent of Burcon, which consent will not be reasonably withheld, provided that any dispute settlement or suitsublicense granted to an accused infringer is subject to Royalties from ADM at the relevant rate pursuant to Section 4.3 and provided that, and in the reasonable opinion of Burcon's counsel, such action shall promptly notify LICENSEE of its decision. LICENSOR not jeopardize any Burcon Technology or Burcon Improvements. (b) In the event that ADM does not elect to pursue a suit for infringement under Section 6.1(a), Burcon shall have no duty to initiate such litigation if, in its sole judgment, such litigation is not warranted or is not in its best interests. 14.03 LICENSEE may join and be represented inthe right, at its own expense by its own counsel, any proceeding relating to any unauthorized use or suspected infringement to prove its own interests. 14.04 LICENSEE agrees that it shall, at all times, reasonably cooperate with LICENSOR and its counsel, in all respects, with respect to any unauthorized use or suspected or alleged infringement at LICENSOR's expense, includingto take such steps as it may consider necessary to terminate any infringement or appropriation. If Burcon has chosen to take steps to terminate the infringement or appropriation, but not limited to, having LICENSEE's principals, directors, employees, officers and/or agents testify, and making available any records, papers, information, specimens and the like when ADM shall take such steps as may be reasonably requested by LICENSOR. 14.05 Any damages and/or recovery received pursuant Burcon to assist Burcon in terminating such litigation infringement or settlement or compromise appropriation and shall be the sole and exclusive property of LICENSOR. 14.06 If LICENSOR decides, in its discretion, not to take any action with respect to an unauthorized use or suspected infringement, then LICENSEE mayproceeding reasonably requested by Burcon, at the expense of Burcon. If ADM elects not to pursue such suit for any infringement under Section 6.1(a) and Burcon elects to take steps to terminate any infringement or appropriation, Burcon shall be entitled to any damages collected under such suit. (c) Subject to the foregoing, each Party shall cooperate and assist, and cause its own option employees and sole expenserepresentatives to assist, take the other Party to the fullest extent possible, at the expense of the Party bringing the suit, regarding such action on its own behalf as it deems appropriate and any damages, recovery, settlement or compromise obtained thereby shall be for the account of LICENSEEproceeding.

Infringement. 14.01 LICENSEE Licensee shall immediately notify LICENSOR Licensor of any unauthorized use and/or suspected infringement of the INTELLECTUAL PROPERTYBusiness Concept, Intellectual Property or Licensed Marks. Such notification on shall include, without limitation, immediately forwarding to LICENSOR Licensor any and all documents relating to any such unauthorized use or suspected infringement and providing LICENSOR Licensor with any and all facts and circumstances relating to such unauthorized use or suspected infringement. 14.02 LICENSOR . Licensor shall have the primary, and in the first instance sole, right to institute a suit for infringement, unfair competition competition, or other action with respect to any unauthorized use or suspected infringement. LICENSOR Licensor shall have the sole discretion to determine how to handle or otherwise deal with any infringement or unauthorized use of the INTELLECTUAL PROPERTYIntellectual Property , including the right to settle or otherwise compromise any dispute or suit, suit and shall promptly notify LICENSEE Licensee of its decision. LICENSOR Licensor shall have no duty to initiate such litigation if, if in its sole judgment, judgment such litigation is not warranted wanted or is not in its best interests. 14.03 LICENSEE . Licensee agrees that it shall, at all times, reasonably cooperate with Licensor and its counsel, with respect to any unauthorized use or suspected or alleged infringements at Licensor's expense, including, but not limited to, having Licensee's principals, directors, employees, officers, and/or agents testify, and making available any records, papers, information, specimens, and the like when requested by Licensor. Licensee may join and be represented in, at its own expense by its own counsel, any proceeding relating to any unauthorized use or suspected infringement to prove prow its own interests. 14.04 LICENSEE agrees that it shall, at all times, reasonably cooperate with LICENSOR and its counsel, in all respects, with respect to any unauthorized use or suspected or alleged infringement at LICENSOR's expense, including, but not limited to, having LICENSEE's principals, directors, employees, officers and/or agents testify, and making available any records, papers, information, specimens and the like when requested by LICENSOR. 14.05 Any damages and/or recovery received pursuant to such litigation or settlement or compromise shall be the sole and exclusive property of LICENSOR. 14.06 . If LICENSOR decides, Licensor decides in its discretion, discretion not to take any action with respect to an unauthorized use or suspected infringement, then LICENSEE Licensor may, at its own option and sole expense, take such action on its own our behalf as it deems appropriate and any damages, recovery, settlement settlement, or compromise obtained thereby shall shah be for the account of LICENSEELicensee. Any damages and/or recovery received pursuant to such litigation or settlement or compromises shall be the sole and exclusive property of Licensor.

Infringement. 14.01 LICENSEE 14.1 Licensor warrants that it (or a member of the Licensor’s Group) is the proprietor of the registrations and applications for registration of the Product Trade Marks listed and corresponding to the Products in the corresponding Territories as set out in Schedule 1 and the Corporate Trade Marks. 14.2 If at any time during the duration of this Agreement JohnsonDiversey or any JD Affiliate is aware that any passing-off, infringement or act of unfair competition in relation to, or challenge to the validity of or proceedings for rectification in respect of, any of the Trade Marks or Formulation Rights is occurring, threatened or likely, then JohnsonDiversey shall immediately notify LICENSOR promptly Notify Licensor, providing to Licensor such information as it has concerning: (A) the identity of the passer-off, infringer, unfair competitor or challenger (as appropriate) and any other person responsible for or involved in the matter; and (B) the infringement, acts of passing-off or acts of unfair competition complained of or the challenge or proceedings at issue (as appropriate), and also providing the information that alerted JohnsonDiversey or any JD Affiliate to such matter. 14.3 Licensor shall, at its cost, have sole control of any unauthorized use and/or suspected infringement proceedings arising out of any infringement, acts of passing-off or unfair competition, challenge or revocation proceedings in relation to any of the INTELLECTUAL PROPERTYTrade Marks or Formulation Rights. Such notification Licensor shall includehave no obligation to bring or defend such proceedings. Neither JohnsonDiversey nor any JD Affiliate shall make any admission as to liability nor agree to any settlement or compromise of any action without Licensor’s prior written consent. Subject to Clause 13.2, JohnsonDiversey and each JD Affiliate shall give Licensor all reasonable assistance in respect of any such proceedings including, without limitation, immediately forwarding to LICENSOR any and all documents relating lending its name where necessary, to any proceedings brought or defended by Licensor. Any recovery obtained from such unauthorized use or suspected infringement proceedings shall accrue solely to the benefit of Licensor and providing LICENSOR Licensor shall indemnify JohnsonDiversey and each JD Affiliate in respect of all costs reasonably incurred by JohnsonDiversey and each JD Affiliate in assisting Licensor with any and all facts and circumstances relating to such unauthorized use or suspected infringementproceedings. 14.02 LICENSOR 14.4 Licensor shall have the primary, and in the first instance sole, right to institute a suit for infringement, unfair competition or other action with respect give all reasonable consideration to any unauthorized use or suspected infringement. LICENSOR shall have representations made by JohnsonDiversey concerning the sole discretion to determine how to handle or otherwise deal with any infringement or unauthorized use bringing of the INTELLECTUAL PROPERTY, including the right to settle or otherwise compromise any dispute or suit, (and shall promptly notify LICENSEE of its decision. LICENSOR shall have no duty to initiate such litigation ifstrategy in relation to) possible proceedings, in its sole judgment, such litigation is not warranted or is not a Territory in its best interests. 14.03 LICENSEE may join and be represented in, at its own expense by its own counsel, any proceeding relating respect of matters that JohnsonDiversey notifies to any unauthorized use or suspected infringement to prove its own interests. 14.04 LICENSEE agrees that it shall, at all times, reasonably cooperate with LICENSOR and its counsel, in all respects, with respect to any unauthorized use or suspected or alleged infringement at LICENSOR's expense, including, but not limited to, having LICENSEE's principals, directors, employees, officers and/or agents testify, and making available any records, papers, information, specimens and the like when requested by LICENSOR. 14.05 Any damages and/or recovery received pursuant to such litigation or settlement or compromise shall be the sole Clause 14.2 and exclusive property which JohnsonDiversey specifies have a material effect on sales of LICENSORProducts in that Territory. 14.06 If LICENSOR decides, in its discretion, not to take any action with respect to an unauthorized use or suspected infringement, then LICENSEE may, at its own option and sole expense, take such action on its own behalf as it deems appropriate and any damages, recovery, settlement or compromise obtained thereby shall be for the account of LICENSEE.

Infringement. 14.01 LICENSEE shall immediately notify LICENSOR of (a) Fulcrum will defend, or at its option settle, any unauthorized use and/or suspected claim, action or proceeding brought against Licensee based on alleged infringement by the Licensed Technology, as provided hereunder, of the INTELLECTUAL PROPERTYclaimant’s IP Rights (a “Claim”) and will indemnify and hold Licensee and its Affiliates and their respective officers, directors, employees and agents harmless from and against all damages and costs awarded against Licensee in a final, non-appealable decision in any such action or proceeding which results from the Claim. Such notification shall includeLicensee will promptly notify Fulcrum in writing of the Claim, without limitationgive it authority, immediately forwarding information and assistance to LICENSOR any defend the Claim and give it sole control of the defense of the Claim and all documents relating to negotiations for the compromise or settlement thereof. Fulcrum will have no liability hereunder for any such unauthorized use costs incurred or suspected infringement and providing LICENSOR with any and all facts and circumstances relating to such unauthorized use or suspected infringement. 14.02 LICENSOR shall settlement entered into without its prior written consent. Fulcrum will have the primary, and in the first instance sole, right to institute a suit for infringement, unfair competition or other action no liability hereunder with respect to any unauthorized use or suspected infringement. LICENSOR shall have Claim to the sole discretion to determine how to handle or otherwise deal with any infringement or unauthorized use extent based upon (a) the combination of the INTELLECTUAL PROPERTYLicensed Technology with other products or processes not furnished by Fulcrum, including (b) any Licensee Improvement, or (c) any other addition to or modification of the right to settle Licensed Technology by any person or otherwise compromise any dispute or suit, and shall promptly notify LICENSEE of its decision. LICENSOR shall have no duty to initiate such litigation if, in its sole judgment, such litigation is not warranted or is not in its best interestsentity other than Fulcrum. 14.03 LICENSEE may join and be represented in(b) If Licensee is prevented by injunction or order of a court of competent jurisdiction from using the Licensed Technology provided hereunder, Fulcrum will, at its own expense by cost and expense, use commercially reasonable efforts to procure a license for Licensee to continue using the allegedly or potentially infringing design of nature and scope the same as or substantially similar to that originally delivered without loss, diminution or degradation of material functionality. If Fulcrum cannot obtain such license after good faith efforts undertaken for a reasonable period of time, then Fulcrum will, at its own counselcost and expense, use commercially reasonable efforts to modify the allegedly or potentially infringing design so as to make it non-infringing without loss, diminution or degradation in material functionality. If Fulcrum cannot make such modification after good faith efforts undertaken for a reasonable period of time, then Fulcrum will, at its own cost and expense, use commercially reasonable efforts to procure for Licensee a license to a third party design that will serve as a replacement for the allegedly or potentially infringing design without material loss, diminution or degradation in functionality. (c) Licensee will defend, or at its option settle, any claim, action or proceeding relating to brought against Fulcrum based on alleged infringement by any unauthorized use or suspected infringement to prove its own interests. 14.04 LICENSEE agrees that it shall, at all times, reasonably cooperate with LICENSOR Licensee Improvement of the claimant’s IP Rights (a “Claim”) and will indemnify and hold Fulcrum and its counselAffiliates and their respective officers, directors, employees and agents harmless from and against all damages and costs awarded against Fulcrum in a final, non-appealable decision in any such action or proceeding which results from the Claim. Fulcrum will promptly notify Licensee in writing of the Claim, give it authority, information and assistance to defend the Claim and give it sole control of the defense of the Claim and all respects, negotiations for the compromise or settlement thereof. Licensee will have no liability hereunder for any costs incurred or settlement entered into without its prior written consent. Licensee will have no liability hereunder with respect to any unauthorized use Claim to the extent based upon (a) the combination of the Licensee Improvement with other products or suspected processes not furnished by Licensee, or alleged infringement at LICENSOR's expense, including, but not limited to, having LICENSEE's principals, directors, employees, officers and/or agents testify, and making available (b) any records, papers, information, specimens and other addition to or modification of the like when requested Licensee Improvement by LICENSORany person or entity other than Licensee. 14.05 Any damages and/or recovery received pursuant to such litigation or settlement or compromise shall be the sole and exclusive property of LICENSOR(d) THE PROVISIONS OF THIS SECTION STATE THE EXCLUSIVE LIABILITY OF THE INDEMNIFYING PARTY AND THE EXCLUSIVE REMEDY OF THE INDEMNIFIED PARTY WITH RESPECT TO ANY CLAIM OF INFRINGEMENT BY THE LICENSED TECHNOLOGY OR A LICENSEE IMPROVEMENT, AS APPLICABLE, OR CLAIM THAT FULCRUM LACKS THE RIGHT TO GRANT THE LICENSES GRANTED HEREIN, AND ARE IN LIEU OF ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, AND INDEMNITIES WITH RESPECT THERETO. 14.06 If LICENSOR decides, in its discretion, not to take any action with respect to an unauthorized use or suspected infringement, then LICENSEE may, at its own option and sole expense, take such action on its own behalf as it deems appropriate and any damages, recovery, settlement or compromise obtained thereby shall be for the account of LICENSEE.

Infringement. 14.01 11.1 During the term of this Agreement, LICENSEE shall immediately notify LICENSOR of any unauthorized use and/or suspected infringement of the INTELLECTUAL PROPERTY. Such notification shall include, without limitation, immediately forwarding to LICENSOR any and all documents relating to any such unauthorized use or suspected infringement and providing LICENSOR with any and all facts and circumstances relating to such unauthorized use or suspected infringement. 14.02 LICENSOR shall have the primary, first option to police the Licensed Patents and in Products against infringement within the first instance sole, Field of Use by other parties. 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 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 suit 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, unfair competition infringement of a Licensed Patent or defend a declaratory judgment or other action with respect to a Licensed Patent, any unauthorized use portion of any resulting settlement payments or suspected infringementdamages awarded which is received by LICENSEE, 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 compensation paid to employees of LICENSEE or Sublicensees) paid and unrecovered by LICENSEE, shall be paid 75% to LICENSEE and 25% to MICHIGAN. LICENSOR If LICENSEE has paid or pays an annual fee to MICHIGAN under Paragraph 4.6 in the year in which a payment or award as set out above is received, then that annual fee may be credited by LICENSEE against the share of the 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 sole discretion to determine how to handle or otherwise deal with any infringement or unauthorized use of the INTELLECTUAL PROPERTY, including the right to settle or otherwise compromise 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 dispute such action or suit, LICENSEE agrees to be named 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 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 settlement amounts actually received by MICHIGAN) of any unrecovered expenses paid by LICENSEE at MICHIGAN’s request to third parties in furtherance of such actions, shall be paid 25% to LICENSEE and 75% to MICHIGAN. 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 of its decision. LICENSOR shall have no duty to initiate such litigation if, in its sole judgment, such litigation is not warranted or is not in its best interests. 14.03 LICENSEE may join and be represented in, at its own expense by its own counsel, any proceeding relating third party with regard to any unauthorized use or suspected infringement to prove its own interests. 14.04 LICENSEE agrees that it shall, at all times, reasonably cooperate with LICENSOR and its counsel, in all respects, with respect to any unauthorized use or suspected or alleged infringement at LICENSOR's expense, including, but not limited to, having LICENSEE's principals, directors, employees, officers and/or agents testify, or noninfringement. LICENSEE shall in a timely manner keep MICHIGAN informed and making available any records, papers, information, specimens and the like when requested provide copies to MICHIGAN of all documents regarding all such proceedings or actions instituted by LICENSOR. 14.05 Any damages and/or recovery received pursuant to such litigation or settlement or compromise shall be the sole and exclusive property of LICENSOR. 14.06 If LICENSOR decides, in its discretion, not to take any action with respect to an unauthorized use or suspected infringement, then LICENSEE may, at its own option and sole expense, take such action on its own behalf as it deems appropriate and any damages, recovery, settlement or compromise obtained thereby shall be for the account of LICENSEE.

Infringement. 14.01 LICENSEE shall 4.1 Licensee shall, insofar as possible, report immediately notify LICENSOR of any unauthorized use and/or suspected infringement of the INTELLECTUAL PROPERTY. Such notification shall include, without limitation, immediately forwarding in writing to LICENSOR Licensor any and all documents relating to infringements of any such unauthorized use of the Licensed Trademarks, or suspected infringement of Licensor’s trade names and/or trade dress, and providing LICENSOR with any and all facts and circumstances relating attempts by any third party to such unauthorized use use, copy, register, infringe upon or suspected infringementotherwise imitate any of the Licensed Trademarks or Licensor’s trade names or trade dress, or any design features of the Licensed Products. 14.02 LICENSOR 4.2 Except upon the written request and authorization of Licensor, Licensee shall not take any action to prevent infringements, imitation, or illegal use of the Licensed Trademarks, trade dress associated with the Licensed Products, or trade name of Licensor. However, Licensee shall render to Licensor all assistance reasonably requested, fully and without reservation, in connection with any matter pertaining to protection or enforcement of any of the Licensed Trademarks before administrative and quasi-judicial agencies and the courtstrrrwI3, and shall make available to Licensor, its representatives, agents and attorneys, all of Licensee’s records, files and other information pertaining to the Licensed Trademarks, including the purchase, manufacture, sale, distribution and advertising of the Licensed Products. 4.3 Licensor, at its cost, shall take such steps and institute such legal proceedings as shall be reasonably necessary to protect the Licensed Trademarks and Licensee’s license therein as set forth in this Agreement. 4.4 Licensor shall indemnify and defend Licensee and hold it harmless from and against any claims, suits and expenses (including reasonable attorney’s fees) arising solely from Licensee’s use of any of the Licensed Trademarks in accordance with the terms of this Agreement on or in connection with Licensed Products manufactured in the Manufacturing Licensed Territory and sold in the Distribution and Sales Licensed Territory. Licensor’s indemnification and defense obligations are expressly conditioned upon (a) Licensee’s giving Licensor prompt written notice of such claim or suit against Licensee after assertion thereof and (b) Licensee’s full and prompt cooperation and assistance, to the extent reasonably requested by Licensor, in connection with the defense of such claim or suit. Licensor shall have the primary, and in the first instance sole, right to institute a suit for infringement, unfair competition or other action with respect to any unauthorized use or suspected infringement. LICENSOR shall have the sole discretion to determine how to handle or otherwise deal with any infringement or unauthorized use of the INTELLECTUAL PROPERTY, including the right to settle or otherwise compromise any dispute or suit, and shall promptly notify LICENSEE of its decision. LICENSOR shall have no duty to initiate such litigation if, in its sole judgment, such litigation is not warranted or is not in its best interests. 14.03 LICENSEE may join and be represented inright, at its own expense by its own counsel, any proceeding relating to any unauthorized use or suspected infringement to prove its own interests. 14.04 LICENSEE agrees that it shall, at all times, reasonably cooperate with LICENSOR and its counsel, in all respects, with respect to any unauthorized use or suspected or alleged infringement at LICENSOR's expense, including, but not limited to, having LICENSEE's principals, directors, employees, officers to undertake and conduct the defense and/or agents testify, and making available negotiation of any records, papers, information, specimens and the like when requested by LICENSORsettlement of any such suit or claim. 14.05 Any damages and/or recovery received pursuant to such litigation or settlement or compromise shall be the sole and exclusive property of LICENSOR. 14.06 If LICENSOR decides, in its discretion, not to take any action with respect to an unauthorized use or suspected infringement, then LICENSEE may, at its own option and sole expense, take such action on its own behalf as it deems appropriate and any damages, recovery, settlement or compromise obtained thereby shall be for the account of LICENSEE.

Infringement. 14.01 17.1 If LICENSEE becomes aware of an infringement or has reasonable cause to believe that there has been an infringement of any LICENSED PATENT, LICENSEE shall immediately notify LICENSOR in writing concerning LICENSEE’S knowledge of any unauthorized use and/or suspected infringement of the INTELLECTUAL PROPERTY. Such notification shall include, without limitation, immediately forwarding to LICENSOR any and all documents relating to any such unauthorized use or suspected infringement and providing LICENSOR with any and all facts and circumstances relating to such unauthorized use or suspected infringement. 14.02 LICENSOR shall have the primary, and in the first instance sole, right to institute a suit for infringement, unfair competition or other action with respect to any unauthorized use or suspected infringement. LICENSOR shall have the sole discretion to determine how to handle or otherwise deal with any infringement or unauthorized use of the INTELLECTUAL PROPERTYreasonable cause for belief of infringement. Such notice should include: an analysis of how the claims of any LICENSED PATENT read-on the allegedly infringing articles; the identity of the alleged infringers; a statement as to whether the alleged infringers are making, including using, or selling the right allegedly infringing articles; a statement describing the extent of the alleged infringement; and a statement which describes and quantifies the harm being suffered by the LICENSEE as a result of the alleged infringement. If such notice and information are furnished, LICENSOR may volunteer its opinion as to settle whether reasonable cause exists to believe that there has been an infringement. LICENSEE is authorized under the provisions of Chapter 29 of Title 35, United States Code, or otherwise compromise any dispute or suitother statutes, and shall promptly notify LICENSEE of its decision. LICENSOR shall have no duty (a) to initiate such litigation if, bring suit in its sole judgment, such litigation is not warranted or is not in its best interests. 14.03 LICENSEE may join and be represented inown name, at its own expense by its own counsel, any proceeding relating to any unauthorized use or suspected infringement to prove its own interests. 14.04 LICENSEE agrees that it shall, at all times, reasonably cooperate with LICENSOR and its counsel, in all respects, with respect to any unauthorized use or suspected or alleged infringement at LICENSOR's expense, including, but not limited to, having LICENSEE's principals, directors, employees, officers and/or agents testify, and making available any records, papers, information, specimens and the like when requested by LICENSOR. 14.05 Any damages and/or recovery received pursuant to such litigation or settlement or compromise shall be the sole and exclusive property of LICENSOR. 14.06 If LICENSOR decides, in its discretion, not to take any action with respect to an unauthorized use or suspected infringement, then LICENSEE may, at its own option and sole expense, take such action on its own behalf as it deems appropriate behalf, for infringement of the LICENSED PATENT, and (b) in any such suit, to enjoin infringement and to collect for its use, damages, recoveryprofits and awards of whatever nature, settlement recoverable from such infringement, subject to payment of royalties due to JOINT OWNERS, and further, (c) to settle any claim or compromise obtained thereby suit for infringement of the LICENSED PATENT, as by granting a sublicense under this AGREEMENT. With respect to the royalties due to JOINT OWNERS from LICENSEE’S successful infringement action, the parties agree to enter into good faith negotiations to arrive at the appropriate amount of royalties due to JOINT OWNERS. The authority to bring suit is subject to the continuing right of the United States to bring suit itself or to intervene in LICENSEE’S suit; and, in either event, LICENSEE shall be for the account of LICENSEEgive LICENSOR reasonable notice and assistance.

Infringement. 14.01 LICENSEE shall immediately 10.01 Alba and Company agree to notify LICENSOR each other promptly of any unauthorized use and/or suspected each infringement or possible infringement of the INTELLECTUAL PROPERTY. Such notification shall include, without limitation, immediately forwarding to LICENSOR any and all documents relating to any such unauthorized use or suspected infringement and providing LICENSOR with any and all facts and circumstances relating to such unauthorized use or suspected infringementPatent Rights of which either party becomes aware. 14.02 LICENSOR shall have the primary, and in the first instance sole, right to institute a 10.02 Company may (a) bring suit for infringement, unfair competition or other action with respect to any unauthorized use or suspected infringement. LICENSOR shall have the sole discretion to determine how to handle or otherwise deal with any infringement or unauthorized use of the INTELLECTUAL PROPERTY, including the right to settle or otherwise compromise any dispute or suit, and shall promptly notify LICENSEE of its decision. LICENSOR shall have no duty to initiate such litigation if, in its sole judgment, such litigation is not warranted or is not in its best interests. 14.03 LICENSEE may join and be represented inown name, at its own expense by expense, and on its own counselbehalf 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 proceeding relating 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 unauthorized use such suit, Company will reimburse and indemnify Alba for any costs, expenses, or suspected 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 litigation. 10.03 If an infringement to prove action or a declaratory judgment action alleging invalidity or non-infringement of any of the 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 suit in its own interests. 14.04 LICENSEE agrees that it shall, at all times, reasonably cooperate with LICENSOR and its counsel, in all respects, with respect to any unauthorized use or suspected or alleged infringement at LICENSOR's expense, including, but not limited to, having LICENSEE's principals, directors, employees, officers and/or agents testify, and making available any records, papers, information, specimens and the like when requested by LICENSOR. 14.05 Any damages and/or recovery received pursuant to such litigation or settlement or compromise shall be the sole and exclusive property of LICENSOR. 14.06 If LICENSOR decides, in its discretion, not to take any action with respect to an unauthorized use or suspected infringement, then LICENSEE mayname, at its own option and sole expense, take such action and on its own behalf as it deems appropriate for presumably valid claims in the Patent Rights; (b) in any such suit, ultimately enjoin infringement and any collect for its use, damages, recoveryprofits, settlement and awards of whatever nature recoverable for such infringement; and (c) settle any claim or compromise obtained thereby shall 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. 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 it incurs as a result of its joinder. In all cases, Company agrees to keep Alba reasonably apprised of the account status and progress of LICENSEEany litigation. 10.04 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 disbursements, will be paid by Company. 10.05 Alba will cooperate reasonably with Company in connection with any action under Sections 10.02 or 10.03. Alba agrees to provide prompt access to all necessary documents and to render reasonable assistance in response to requests by Company. 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 Patent Rights brought against Company under Section 10.

Infringement. 14.01 LICENSEE (a) Amarin shall immediately promptly notify LICENSOR Chemport of any suspected or threatened infringement, misappropriation or other unauthorized use and/or suspected infringement of the INTELLECTUAL PROPERTYChemport Intellectual Property licensed by Chemport to Amarin under the Amarin License that comes to Amarin’s attention. Such notification The notice shall include, without limitation, immediately forwarding to LICENSOR any and all documents relating to any set forth the facts of such unauthorized use suspected or suspected threatened infringement and providing LICENSOR with any and all facts and circumstances relating to such unauthorized use or suspected infringement. 14.02 LICENSOR shall have the primary, and in the first instance sole, right to institute a suit for infringement, unfair competition or other action with respect to any unauthorized use or suspected infringementreasonable detail. LICENSOR Chemport shall have the sole discretion right, but not the obligation, to determine how institute, prosecute and control, at its expense, any action or proceeding against the Third-Party infringer of such Chemport Intellectual Property. If Chemport institutes an action against such infringer, Amarin shall give Chemport reasonable assistance and authority to handle control, file and prosecute the suit as necessary at Chemport’s expense. Amarin shall have the right to participate in the applicable action or otherwise deal proceeding with its own counsel at its own expense and without reimbursement hereunder. If Amarin elects to so participate, Chemport shall provide Amarin with an opportunity to consult regarding such action or proceeding. (b) If Chemport elects not to bring any infringement action or proceeding for infringement, misappropriation or other unauthorized use of the INTELLECTUAL PROPERTYChemport Intellectual Property licensed by Chemport to Amarin under the Amarin License, including then it shall promptly advise Amarin of its decision, and Amarin thereafter shall have the right, but not the obligation, to 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 infringer, Chemport shall give Amarin reasonable assistance and authority to control, file and prosecute the suit as necessary at Amarin’s expense, and shall join such action if reasonably requested by Amarin or required by applicable Legal Requirements. Chemport shall have the right to settle participate in the applicable action or otherwise compromise any dispute or suit, and shall promptly notify LICENSEE of proceeding with its decision. LICENSOR shall have no duty to initiate such litigation if, in its sole judgment, such litigation is not warranted or is not in its best interests. 14.03 LICENSEE may join and be represented in, own counsel at its own expense and without reimbursement hereunder (except for any out-of-pocket costs and expenses incurred by Chemport following its own counseljoinder 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 proceeding relating to damages or other monetary awards that it recovers in pursuing any unauthorized use or suspected infringement to prove its own interestsaction under this Section 8.4(b). 14.04 LICENSEE agrees (c) In the event that it shalleither 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, at such damages or other sums recovered shall first be applied to all timesout-of-pocket costs and expenses incurred by the Parties in connection therewith (including attorneys fees), reasonably cooperate with LICENSOR 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 its counselexpenses of both Parties, in all respects, with respect to any unauthorized use or suspected or alleged infringement at LICENSOR's expense, including, but not limited to, having LICENSEE's principals, directors, employees, officers and/or agents testify, and making available any records, papers, information, specimens and the like when requested by LICENSOR. 14.05 Any damages and/or recovery received pursuant to such litigation or settlement or compromise controlling Party’s costs shall be paid in full first before any of the sole other Party’s costs. Each Party seeking reimbursement under this Section 8.4 shall furnish promptly to the other Party appropriate documentation of its out-of-pocket costs and exclusive property of LICENSORexpenses incurred. 14.06 If LICENSOR decides, in its discretion, not to take any action with respect to an unauthorized use or suspected infringement, then LICENSEE may, at its own option and sole expense, take such action on its own behalf as it deems appropriate and any damages, recovery, settlement or compromise obtained thereby shall be for the account of LICENSEE.

Infringement. 14.01 LICENSEE DIRECTV, at its expense and at its sole and absolute discretion, may commence or prosecute any claims or suits in its own name to protect any of its rights in and to any ▇▇▇▇ against infringement or appropriation by others not a party to this License. Licensee shall immediately promptly notify LICENSOR DIRECTV of any unauthorized use and/or known or suspected infringement infringements or imitations by other persons of any ▇▇▇▇ and shall provide, to the extent reasonably obtainable by Licensee, information regarding the identity of such persons and their activities and a sample or facsimile of the INTELLECTUAL PROPERTYproduct and/or any material which is suspected to infringe upon or imitate the ▇▇▇▇. Such notification shall include, without limitation, immediately forwarding Licensee agrees to LICENSOR any cooperate fully with and all documents relating to any such unauthorized use or suspected infringement and providing LICENSOR with any and all facts and circumstances relating to such unauthorized use or suspected infringement. 14.02 LICENSOR shall have the primary, and assist DIRECTV in the first instance sole, right to institute a suit for infringement, unfair competition commencement and prosecution of such claims or other action suits with respect to Licensee's use of the Marks, to the extent reasonably deemed necessary or desirable by DIRECTV, provided, however, that DIRECTV shall reimburse Licensee for all reasonable costs incurred in connection therewith. If such costs may include Licensee's costs for its employees or other agents, Licensee shall notify DIRECTV in advance and the parties shall negotiate in good faith a reasonable apportionment of the costs for Licensee's employees and other agents. With respect to all claims and suits initiated by DIRECTV to protect its proprietary rights in any unauthorized use or suspected infringement. LICENSOR ▇▇▇▇, including suits in which Licensee is joined as a party, DIRECTV shall have the sole discretion right to determine how employ counsel of its own choosing and to handle direct the conduct and any settlement of the litigation. DIRECTV shall be entitled to receive and retain all amounts awarded as damages, settlements, profits or otherwise deal in connection with such claims or suits. Licensee agrees not to contact any third party alleged infringer or imitator in order to make any demands or claims, institute any suit, or take any other action in response to such alleged infringement or unauthorized use imitation without first obtaining the prior written permission of the INTELLECTUAL PROPERTY, including the right to settle or otherwise compromise any dispute or suit, and shall promptly notify LICENSEE of its decision. LICENSOR shall have no duty to initiate such litigation if, in its sole judgment, such litigation is not warranted or is not in its best interestsDIRECTV. 14.03 LICENSEE may join and be represented in, at its own expense by its own counsel, any proceeding relating to any unauthorized use or suspected infringement to prove its own interests. 14.04 LICENSEE agrees that it shall, at all times, reasonably cooperate with LICENSOR and its counsel, in all respects, with respect to any unauthorized use or suspected or alleged infringement at LICENSOR's expense, including, but not limited to, having LICENSEE's principals, directors, employees, officers and/or agents testify, and making available any records, papers, information, specimens and the like when requested by LICENSOR. 14.05 Any damages and/or recovery received pursuant to such litigation or settlement or compromise shall be the sole and exclusive property of LICENSOR. 14.06 If LICENSOR decides, in its discretion, not to take any action with respect to an unauthorized use or suspected infringement, then LICENSEE may, at its own option and sole expense, take such action on its own behalf as it deems appropriate and any damages, recovery, settlement or compromise obtained thereby shall be for the account of LICENSEE.

Infringement. 14.01 LICENSEE (a) If either Trega or Irori shall immediately notify LICENSOR receive a claim or assertion that practice of the rights licensed under this Agreement infringes or otherwise violates the intellectual property rights of any unauthorized use and/or suspected infringement third party, then the party becoming so informed shall promptly notify the other party to this Agreement of the INTELLECTUAL PROPERTY. Such notification claim or assertion and shall include, without limitation, immediately forwarding to LICENSOR any provide the other party with such notice and all documents reasonable details relating to any such unauthorized use or suspected infringement and providing LICENSOR with any and all facts and circumstances relating to such unauthorized use or suspected infringement. 14.02 LICENSOR thereto. Trega shall have the primaryprimary right, but not the obligation, to defend against such claim. Irori shall reasonably cooperate with Trega at Trega's request and expense in the first instance sole, right to institute a suit for infringement, unfair competition or other action with respect to any unauthorized use or suspected infringement. LICENSOR such defense and shall have the sole discretion right to determine how be represented by counsel of its own choice and at Irori's expense. If Trega shall fail to handle commence a defense against such claim within a period of twenty (20) days after receiving written notice from Irori or otherwise deal with any infringement or unauthorized use a third parry of the INTELLECTUAL PROPERTYsuch claim, including Irori shall have the right to settle or otherwise compromise any dispute or suit, and shall promptly notify LICENSEE of its decision. LICENSOR shall have no duty to initiate defend against such litigation if, in its sole judgment, such litigation is not warranted or is not in its best interests. 14.03 LICENSEE may join and be represented inclaim, at its own expense expense, and to be represented by counsel of its own counsel, any proceeding relating to any unauthorized use or suspected infringement to prove its own interests. 14.04 LICENSEE agrees that it shall, at all times, choice. Trega shall reasonably cooperate with LICENSOR Irori at Irori's request and expense in such defense and shall have the right to be represented by counsel of its counsel, in all respects, with respect to any unauthorized use or suspected or alleged infringement choice arid at LICENSORTrega's expense, including, but not limited to, having LICENSEE. If Irori defends against such a claim due to Trega's principals, directors, employees, officers and/or agents testifyfailure to defend, and making available there is a decision of a judge, arbitrator, or mediator that Irori infringes or otherwise violates the intellectual property rights of any recordsthird party by virtue of the practice of the rights licensed under this Agreement, papersor there is a settlement requiring Irori to deliver anything of value to such claimant, informationIrori shall be entitled to deduct the full cost of any such defense plus any judgement or settlement amount from any royalty payments, specimens and the like when requested by LICENSORwhether running or minimum, due or to become due to Trega. 14.05 Any damages and/or recovery received pursuant (b) Subject to such litigation or settlement or compromise the foregoing, Irori shall be the sole and exclusive property of LICENSOR. 14.06 If LICENSOR decides, in its discretion, not to take any action with respect to an unauthorized use or suspected infringement, then LICENSEE mayentitled, at its own option sole option, to participate in the defense of any claim asserted by a third party that practice under this Agreement constitutes an infringement or other violation of the third party's industrial or intellectual property rights and sole expenseas to which Trega has asserted and assumed its right to control. The right to participate shall include being named a party defendant and being kept advised of all developments in the litigation and any efforts towards settlement, take and being provided currently with copies of all pleadings and documents produced and depositions taken in the proceedings, except to the extent prohibited by the court. In the event that Trega shall request it, Irori shall, as a participant, designate Trega's counsel as Irori's counsel and shall waive any conflict that might otherwise be present, but nothing in such action on designation shall preclude Irori from retaining independent counsel for it alone at its own behalf expense. Trega and Irori shall cooperate to maximize the maintenance of the attorney-client privileges and they shall each instruct their respective counsel accordingly. Irori shall, as it deems appropriate a condition of full participation in any such proceedings, agree to be signatory to and be bound by any damages, recovery, settlement protective order that might be entered by the count or compromise obtained thereby stipulated to between Trega and the third party claimant and shall be for the account of LICENSEE.otherwise comport itself in a

Infringement. 14.01 LICENSEE Licensee shall immediately notify LICENSOR Licensor in writing promptly upon learning of any unauthorized use and/or suspected infringement of the INTELLECTUAL PROPERTYTrademarks or IP Rights, or imitation or counterfeiting of MOXG Products and Services in the Licensed Territory. Such notification Licensor thereupon shall includeat its sole discretion take such action as it deems advisable for the protection of its rights in and to the Trademarks, IP Rights and MOXG Products and Services and, if requested to do so by Licensor, Licensee shall provide reasonable assistance to Licensor in all respects, including, without limitation, immediately forwarding by being plaintiffs or co-plaintiffs in any one or more lawsuits in connection therewith and by causing their officers to LICENSOR any execute pleadings and other related documents. The institution and conduct of litigation, the selection of attorneys and the settlement of litigation and claims affecting the Trademarks and IP Rights in the Licensed Territory shall be entirely within the discretion of Licensor and under Licensor's control and all documents relating to costs and expenses, including reasonable legal and investigative fees incurred in connection with any such unauthorized use or suspected infringement and providing LICENSOR with any and all facts and circumstances relating to such unauthorized use or suspected infringement. 14.02 LICENSOR shall have the primaryactions which are so undertaken, and in the first instance sole, right to institute a suit for infringement, unfair competition or other action with respect to any unauthorized use or suspected infringement. LICENSOR shall have the sole discretion to determine how to handle or otherwise deal with any infringement or unauthorized use of the INTELLECTUAL PROPERTY, including the right to settle or otherwise compromise any dispute or suit, and shall promptly notify LICENSEE of its decision. LICENSOR shall have no duty to initiate such litigation if, in its sole judgment, such litigation is not warranted or is not in its best interests. 14.03 LICENSEE may join and be represented in, at its own expense by its own counsel, any proceeding relating to any unauthorized use or suspected infringement to prove its own interests. 14.04 LICENSEE agrees that it shall, at all times, reasonably cooperate with LICENSOR and its counsel, in all respects, with respect to any unauthorized use or suspected or alleged infringement at LICENSOR's expense, including, but not limited to, having LICENSEE's principals, directors, employees, officers and/or agents testify, and making available any records, papers, information, specimens and the like when requested by LICENSOR. 14.05 Any damages and/or recovery received pursuant to such litigation or settlement or compromise shall be the sole and exclusive property of LICENSOR. 14.06 If LICENSOR decidesborne by Licensor. Licensee may, in its discretion, not participate in such litigation relating to infringing products at its own expense with its own attorneys. In no event, however, will Licensor be required to take any action if it deems it inadvisable to do so and Licensee will have no right to take any action with respect to an unauthorized use the Trademarks or suspected infringementIP Rights without Licensor's prior written consent. If Licensee and Licensor participate in the litigations as co-plaintiffs, then LICENSEE mayall costs and expenses, at its own option including reasonable legal and sole expenseinvestigative fees incurred in connection with any such actions which are so undertaken, take such action on its own behalf as it deems appropriate and any damages, recovery, settlement or compromise obtained thereby shall be for borne equally Licensor and Licensee, and each party's expenses shall be reimbursed out of any monetary recovery obtained, and the account remainder, if any, shall be divided equally between the parties. If the monetary recovery obtained is not sufficient to fully reimburse both parties, the parties' expenses shall be reimbursed on a pro rata basis out of LICENSEEsuch monetary recovery.

Infringement. 14.01 LICENSEE shall immediately notify LICENSOR a. In the event of any unauthorized Infringement Claim, subject to the conditions and exceptions stated below, Lucent, at its expense, will defend Customer, will reimburse Customer for any cost, expense or attorneys' fees incurred at Lucent's written request or authorization; and will indemnify Customer against any liability assessed against Customer in a final judgment. b. If Customer's use and/or suspected infringement is enjoined or in Lucent's opinion is likely to be enjoined or subject to an Infringement Claim, Lucent, at its expense and at its option, will replace such Product or Licensed Materials furnished pursuant to this Agreement with a suitable substitute free of any infringement; will modify them so that they will be free of the INTELLECTUAL PROPERTYinfringement; or will procure for Customer a license or other right to use them. Such notification If none of the foregoing options are practical, Lucent will remove the enjoined Product or Licensed Materials and refund to Customer any amounts paid to Lucent for them less a reasonable charge for any actual period of use by Customer. In no event, however, shall includeLucent's liability hereunder exceed the amounts paid by Customer to Lucent to purchase the Product or the right to use the Licensed Materials which are the subject of the Infringement Claim. c. Customer shall give Lucent prompt written notice of all Infringement Claims, without limitationand Lucent shall have full and complete authority to assume the sole defense of them, immediately forwarding including appeals, and to LICENSOR settle same. Customer shall, upon Lucent's request and at Lucent's expense, furnish all information and assistance available to Customer and cooperate in every reasonable way to facilitate the defense and settlement of any Infringement Claim. d. Lucent shall not be responsible or liable for any Infringement Claim to the extent that it: (i) arises from adherence to design modifications, specifications, drawings, or written instructions which Lucent is directed by Customer to follow; or (ii) arises from adherence to instructions to apply Customer's trademark, trade name or other company identification; or (iii) resides in a product or licensed materials which are not of Lucent's origin and all documents relating which are furnished by Customer to Lucent for use under this Agreement; (iv) relates to a modification made by Customer of any such unauthorized use Product or suspected infringement and providing LICENSOR Licensed Materials; or (v) relates to uses of any Product or Licensed Materials provided by Lucent in combination with any other item not furnished directly by Lucent. In the foregoing cases numbered (i) through (v), Customer will defend and all facts save Lucent harmless, subject to the same terms and circumstances relating conditions and exceptions stated above with respect to such unauthorized use or suspected infringementthe Lucent's rights and obligations under this Section. 14.02 LICENSOR shall have the primary, e. The liability of Lucent and in the first instance sole, right to institute a suit for infringement, unfair competition or other action Customer with respect to any unauthorized use and all claims, actions, proceedings or suspected infringement. LICENSOR shall have the sole discretion to determine how to handle suits by third parties alleging infringement of patents, trademarks or otherwise deal with any infringement copyrights or unauthorized use violation of the INTELLECTUAL PROPERTYtrade secrets or proprietary rights because of, including the right to settle or otherwise compromise any dispute or suit, and shall promptly notify LICENSEE of its decision. LICENSOR shall have no duty to initiate such litigation if, in its sole judgment, such litigation is not warranted or is not in its best interests. 14.03 LICENSEE may join and be represented in, at its own expense by its own counselconnection with, any proceeding relating to any unauthorized use Products or suspected infringement to prove its own interests. 14.04 LICENSEE agrees that it shall, at all times, reasonably cooperate with LICENSOR and its counsel, in all respects, with respect to any unauthorized use or suspected or alleged infringement at LICENSOR's expense, including, but not limited to, having LICENSEE's principals, directors, employees, officers and/or agents testify, and making available any records, papers, information, specimens and the like when requested by LICENSOR. 14.05 Any damages and/or recovery received pursuant to such litigation or settlement or compromise Licensed Materials furnished under this Agreement shall be limited to the sole and exclusive property of LICENSORspecific undertakings in this Section. 14.06 If LICENSOR decides, in its discretion, not to take any action with respect to an unauthorized use or suspected infringement, then LICENSEE may, at its own option and sole expense, take such action on its own behalf as it deems appropriate and any damages, recovery, settlement or compromise obtained thereby shall be for the account of LICENSEE.

Infringement. 14.01 LICENSEE shall immediately notify LICENSOR (a) In the event of any unauthorized use and/or suspected claim, action, proceeding or suit by a third party against Customer alleging an infringement of any United States patent, United States copyright, or United States trademark, or a violation in the INTELLECTUAL PROPERTYUnited States of any trade secret or proprietary rights by reason of the use, in accordance with Seller's Specifications, of any Product or Licensed Materials furnished by Seller to Customer under this Agreement, Seller, at its expense, will defend Customer, subject to the conditions and exceptions stated below. Such notification Seller will reimburse Customer for any cost, expense or attorneys' fees, incurred at Seller's written request or authorization, and will indemnify Customer against any liability assessed against Customer by final judgment on account of such infringement or violation arising out of such use. (b) If Customer's use shall includebe enjoined or in Seller's opinion is likely to be enjoined, without limitationSeller will, immediately forwarding at its expense and at its option, either (1) replace the enjoined Product or Licensed Materials furnished pursuant to LICENSOR this Agreement with a suitable substitute free of any infringement; (2) modify it so that it will be free of the infringement; or (3) procure for Customer a license or other right to use it. If none of the foregoing options are practical, Seller will remove the enjoined Product or Licensed Materials and refund to Customer any amounts paid to Seller therefor less a reasonable charge for any actual period of use by Customer. (c) Customer shall give Seller prompt written notice of all documents relating such claims, actions, proceedings or suits alleging infringement or violation and Seller shall have full and complete authority to assume the sole defense thereof, including appeals, and to settle same. Customer shall, upon Seller's request and at Seller's expense, furnish all information and assistance available to Customer and cooperate in every reasonable way to facilitate the defense and/or settlement of any such claim, action, proceeding or suit. (d) No undertaking of Seller under this section shall extend to any such unauthorized alleged infringement or violation to the extent that it: (1) arises from adherence to design modifications, specifications, drawings, or written instructions which Seller is directed by Customer to follow, but only if such alleged infringement or violation does not reside in corresponding commercial Product or Licensed Materials of Seller's design or selection; or (2) arises from adherence to instructions to apply Customer's trademark, trade name or other company identification; or (3) resides in a Product or Licensed Materials which are not of Seller's origin and which are furnished by Customer to Seller for use under this Agreement; or suspected infringement (4) relates to uses of Product or Licensed Materials provided by Seller in combinations with other Product or Licensed Materials, furnished either by Seller or others, which combination was not installed, recommended or otherwise approved by Seller. In the foregoing cases numbered (1) through Lucent Technologies Proprietary (4), Customer will defend and providing LICENSOR save Seller harmless, subject to the same terms and conditions and exceptions stated above, with any respect to the Seller's rights and all facts and circumstances relating to such unauthorized use or suspected infringementobligations under this section. 14.02 LICENSOR shall have the primary, (e) The liability of Seller and in the first instance sole, right to institute a suit for infringement, unfair competition or other action Customer with respect to any unauthorized use and all claims, actions, proceedings or suspected infringement. LICENSOR shall have the sole discretion to determine how to handle suits by third parties alleging infringement of patents, trademarks or otherwise deal with any infringement copyrights or unauthorized use violation of the INTELLECTUAL PROPERTYtrade secrets or proprietary rights because of, including the right to settle or otherwise compromise any dispute or suit, and shall promptly notify LICENSEE of its decision. LICENSOR shall have no duty to initiate such litigation if, in its sole judgment, such litigation is not warranted or is not in its best interests. 14.03 LICENSEE may join and be represented in, at its own expense by its own counselconnection with, any proceeding relating to any unauthorized use Products or suspected infringement to prove its own interests. 14.04 LICENSEE agrees that it shall, at all times, reasonably cooperate with LICENSOR and its counsel, in all respects, with respect to any unauthorized use or suspected or alleged infringement at LICENSOR's expense, including, but not limited to, having LICENSEE's principals, directors, employees, officers and/or agents testify, and making available any records, papers, information, specimens and the like when requested by LICENSOR. 14.05 Any damages and/or recovery received Licensed Materials furnished pursuant to such litigation or settlement or compromise this Agreement shall be limited to the sole and exclusive property of LICENSORspecific undertakings contained in this section. 14.06 If LICENSOR decides, in its discretion, not to take any action with respect to an unauthorized use or suspected infringement, then LICENSEE may, at its own option and sole expense, take such action on its own behalf as it deems appropriate and any damages, recovery, settlement or compromise obtained thereby shall be for the account of LICENSEE.

Infringement. 14.01 LICENSEE shall immediately notify LICENSOR 22.1. So long as Licensee remains the exclusive licensee of any unauthorized use and/or suspected infringement of the INTELLECTUAL PROPERTY. Such notification shall includePatents in the Field of Use, without limitation, immediately forwarding to LICENSOR any and all documents relating to any such unauthorized use or suspected infringement and providing LICENSOR with any and all facts and circumstances relating to such unauthorized use or suspected infringement. 14.02 LICENSOR Licensee shall have the primaryright 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 Field of Use, provided that Licensee shall provide Carnegie Mellon sixty (60) days’ prior written notice of such infringement and in the first instance sole, right of Licensee’s intent to institute a suit for infringement, unfair competition or other action with respect to any unauthorized use or suspected infringementfile such action. LICENSOR Carnegie Mellon shall have the sole discretion right at its own expense (subject to determine how being reimbursed from any settlement amount or proceeds as provided herein) to handle or otherwise deal with any infringement or unauthorized use appear in such action by counsel of its own selection. If required by the jurisdictional laws of the INTELLECTUAL PROPERTYforum that any such action be prosecuted in the name of the owner of the Patent or that Carnegie Mellon be joined as a party, including Carnegie Mellon shall appear; except that (a) if such appearance could subject Carnegie Mellon to any unrelated action or claim of a third party or Licensee in that or any other jurisdiction, then Carnegie Mellon shall have the right to settle or otherwise compromise any dispute or suit, decline such appearance if Carnegie Mellon may legally do so in the opinions of external legal counsels for both Carnegie Mellon and shall promptly notify LICENSEE of its decision. LICENSOR Licensee; and (b) Carnegie Mellon shall have no duty 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 as a result of the manufacture, use, importation into the United States, sale, offer of sale, or 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 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 basis for such litigation ifaction, Carnegie Mellon shall have the right, in its sole judgmentdiscretion, to prosecute such litigation is not warranted or is not in its best interests. 14.03 LICENSEE may join and be represented in, infringement action at its own expense by its own counsel, any proceeding relating to any unauthorized use or suspected infringement to prove its own interests. 14.04 LICENSEE agrees that it shall, at all times, reasonably cooperate with LICENSOR and its counsel, in all respects, with respect to any unauthorized use or suspected or alleged infringement at LICENSOR's expense, including, but not limited to, having LICENSEE's principals, directors, employees, officers and/or agents testify, and making available any records, papers, information, specimens and the like when requested by LICENSOR. 14.05 Any damages and/or recovery received pursuant to such litigation or settlement or compromise shall be the sole and exclusive property of LICENSOR. 14.06 If LICENSOR decides, in its discretion, not to take any action with respect to an unauthorized use or suspected infringement, then LICENSEE may, at its own option and sole expense, take such action on its own behalf as it deems appropriate and any damagessettlement amount or recovery shall belong to Carnegie Mellon. 22.3. Notwithstanding the pendency of any infringement (or other) claim or action by or against Licensee, recovery, settlement Licensee shall have no right to terminate or compromise obtained thereby shall suspend (or escrow) payment of any amounts required to be for the account of LICENSEEpaid to Carnegie Mellon pursuant to this Agreement.

Infringement. 14.01 LICENSEE shall immediately notify LICENSOR of any unauthorized use and/or suspected infringement of the INTELLECTUAL PROPERTY. Such notification shall include, without limitation, immediately forwarding to LICENSOR any and all documents relating to any such unauthorized use or suspected 7.1 GENERAL will protect its PATENT RIGHTS from infringement and providing LICENSOR with any and all facts and circumstances relating to such unauthorized use or suspected infringement. 14.02 LICENSOR shall have the primary, and in the first instance sole, right to institute a suit for infringement, unfair competition or other action with respect to any unauthorized use or suspected infringement. LICENSOR shall have the sole discretion to determine how to handle or otherwise deal with any infringement or unauthorized use of the INTELLECTUAL PROPERTY, including the right to settle or otherwise compromise any dispute or suit, and shall promptly notify LICENSEE of its decision. LICENSOR shall have no duty to initiate such litigation ifprosecute infringers when, in its sole judgment, such litigation action may be reasonably necessary, proper and justified; and no provision of this Agreement shall obligate GENERAL to take any such action. 7.2 If GENERAL shall be notified of a claim of infringement of any PATENT RIGHTS or shall be provided with evidence of a likelihood of infringement of any PATENT RIGHTS or shall otherwise be advised in writing, sent or coming to the attention of its President or General Counsel, of a possible infringement of any PATENT RIGHTS, GENERAL shall promptly give notice to COMPANY of such claim, likely infringement or possible infringement and provide to COMPANY copies of any notice of claim described above and other materials received by GENERAL in connection therewith. 7.3 With respect to the infringement or alleged infringement of any PATENT RIGHTS in any field of use the grant of license with respect to which is not warranted exclusive to COMPANY, COMPANY shall have no right to prosecute any infringement or is not alleged infringement in its best interestssuch field of use. If COMPANY shall participate in any such prosecution at the request of GENERAL, GENERAL shall apply any proceeds of such prosecution payable to GENERAL, including any settlement payments, first to the payment of the costs and expenses incurred by GENERAL and COMPANY and any other licensees of GENERAL, if any, in connection with such prosecution, and COMPANY shall have no rights to any portion of the remainder of such proceeds. 14.03 LICENSEE 7.4 With respect to the infringement or alleged infringement of any PATENT RIGHTS in any field of use the grant of license with respect to which is exclusive to COMPANY: (a) GENERAL shall have the first right (but not the obligation) to prosecute any such infringement or alleged infringement, either as a plaintiff or a defendant asserting a counterclaim of infringement. If GENERAL shall elect to so prosecute such infringement or alleged infringement, COMPANY shall have the right to join in such proceeding, as a co-plaintiff or otherwise. Proceeds of such prosecution, including any settlement payments, shall be applied as follows: (i) any amounts awarded or paid for legal fees and expenses shall be shared pro rata by GENERAL and COMPANY based on the legal fees and expenses incurred by them; (ii) any legal fees and expenses not reimbursed pursuant to clause (i) shall be satisfied first from any exemplary damages awarded or paid, and second from any other amounts awarded or paid in settlement; (iii) any remaining award or amount designated as damages on account of lost sales, profits or other damages of COMPANY or its AFFILIATES shall be deemed to constitute NET SALES that were earned, on the date of receipt thereof, and shall be divided between COMPANY and GENERAL accordingly; (iv) any amount designated as reasonable royalties that constitute damages of COMPANY shall be divided between COMPANY and GENERAL based upon the royalties each would have been entitled to receive pursuant to this Agreement had such royalties been collected from a SUBLICENSEE; and (v) any remaining exemplary damages shall be apportioned ****% to GENERAL and ****% to COMPANY. Any settlement of such prosecution shall be approved by both COMPANY and GENERAL, and neither approval shall be unreasonably withheld or delayed. If GENERAL shall desire to abandon such prosecution, it shall so notify COMPANY. COMPANY shall have the right to continue such prosecution pursuant to the following Paragraph 7.4(b), and GENERAL will take any necessary or appropriate (in the reasonable judgment of COMPANY) action to enable COMPANY to do so, including remaining as a party plaintiff or defendant. (b) If GENERAL shall (i) not commence an action to prosecute such infringement or alleged infringement within 90 days of its receipt of the notice, evidence or written advice referred to in Paragraph 7.2, (ii) not commence an action to prosecute such infringement or alleged infringement within thirty (30) days after COMPANY has made a demand to seek injunctive relief with respect to such infringement or alleged infringement, or (iii) determine not to continue with any such prosecution described above, COMPANY shall have the right (but not the obligation) to prosecute such infringement or alleged infringement. Proceeds of such prosecution by COMPANY, including any settlement payments, shall be applied as provided in Paragraph 7.4(a), except that any award of exemplary damages shall be applied ****% to GENERAL and ****% to COMPANY. Any settlement of such prosecution shall be approved by both COMPANY and GENERAL, and neither approval shall be unreasonably withheld or delayed. 7.5 For the purpose of any proceedings referred to in this Article 7 (including, without limitation, any proceedings being commenced by COMPANY), GENERAL and COMPANY shall permit the use of their names and shall execute such documents and carry out such other acts and otherwise fully cooperate as may join be necessary to enable such proceedings to be maintained by the party choosing to do so, including, in the case of GENERAL, joining as co-plaintiff or co-defendant in such proceedings at the request of COMPANY. GENERAL and COMPANY shall also cooperate in all respects to enable parties participating in such proceedings to investigate, conduct discovery and develop and present evidence and testimony in such proceedings. 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 represented in, entitled to counsel in such proceedings but at its own expense expense, said expenses to be set off against any damages as provided herein. The party that institutes any suit to protect or enforce a PATENT RIGHT shall bear the reasonable expenses (excluding legal fees) incurred by its own counselsaid other party in providing such assistance and cooperation as is requested pursuant to this Article 7. 7.6 Notwithstanding any other provision hereof, if GENERAL or COMPANY is a plaintiff or defendant in any proceeding relating in which the validity of one or more PATENT RIGHTS shall be or become at issue, COMPANY and GENERAL shall each have the right to join in such proceeding to defend the validity of such PATENT RIGHTS; and GENERAL shall join in any unauthorized use such proceeding at the request of COMPANY as necessary for COMPANY to have the standing to bring or suspected maintain an claim in such proceeding. Both GENERAL and COMPANY shall have the right to be reimbursed for any costs and expenses, reasonably incurred by it in connection with such proceeding from any proceeds, including any settlement payments, recovered in such proceeding, all of which shall be applied in accordance with Paragraph 7.4(a). GENERAL and COMPANY shall cooperate in all respects in any such proceeding, and neither shall have the right to implement a decision adversely affecting any PATENT RIGHTS without the consent of the other, which consent shall not be unreasonably withheld or delayed. COMPANY shall not enter into any settlement, consent judgment or other voluntary final disposition of any infringement to prove its own interestsaction without the prior written consent of GENERAL, which consent shall not be unreasonably withheld or delayed. 14.04 LICENSEE agrees that it shall7.7 If COMPANY or any of its AFFILIATES or SUBLICENSEES or any other person having the right to make, at all timeshave made, reasonably cooperate with LICENSOR offer for sale, sell, or import shall be alleged, by reason of its exercise of any PATENT RIGHTS exclusive to COMPANY in a specified field of use, to be infringing any intellectual property rights of another, COMPANY shall notify GENERAL thereof and its counsel, in all respects, with respect to any unauthorized use or suspected or alleged infringement at LICENSOR's expense, includingshall have the right, but not limited tothe obligation, having LICENSEE's principals, directors, employees, officers and/or agents testify, to control the defense of any proceeding based on such allegation; and making available any records, papers, information, specimens and the like when requested by LICENSORGENERAL will cooperate in all respects with such defense. 14.05 Any damages and/or recovery received pursuant 7.8 If any provision of this Article 7 shall require the payment of interest, the amount of interest to such litigation or settlement or compromise be so paid shall be determined using the sole and exclusive property rate of LICENSORinterest calculated as described in Paragraph 5.10. 14.06 If LICENSOR decides, in its discretion, not to take any action with respect to an unauthorized use or suspected infringement, then LICENSEE may, at its own option and sole expense, take such action on its own behalf as it deems appropriate and any damages, recovery, settlement or compromise obtained thereby shall be for the account of LICENSEE.

Infringement. 14.01 LICENSEE Licensor shall immediately notify LICENSOR of indemnify, defend and hold Licensee harmless for any unauthorized use and/or suspected infringement of the INTELLECTUAL PROPERTY. Such notification shall includeloss, without limitation, immediately forwarding to LICENSOR expense and liability incurred by Licensee from any and all documents relating to any such unauthorized use or suspected infringement and providing LICENSOR with any and all facts and circumstances relating to such unauthorized use or suspected infringement. 14.02 LICENSOR shall have the primary, and in the first instance sole, right to institute a suit for infringement, unfair competition or other action with respect to any unauthorized use or suspected infringement. LICENSOR shall have the sole discretion to determine how to handle or otherwise deal with any infringement or unauthorized third party claims that Licensee’s use of the INTELLECTUAL PROPERTYSoftware infringes or violates the U.S. patent, including copyright or trade secret rights of that third party (collectively, “IP Claims”). This indemnity shall not apply to (a) modifications made to the Software without Licensor’s written consent, (b) any use of the Software in connection or combination with hardware or software for which the Software was not designed, in all of which instances Licensee shall indemnify and hold harmless Licensor. Licensor’s indemnification obligation hereunder is subject to Licensee providing Licensor prompt written notice of the IP Claim, allowing Licensor sole control of the defense and settlement thereof, and providing assistance therewith, at Licensor’s expense, as Licensor reasonably requests. Licensor’s obligation under this Section is conditioned on Licensee’s agreement that if such Software, or the use thereof, becomes, or in Licensor’s opinion is likely to become, the subject of such an IP Claim, Licensee shall permit Licensor, at Licensor’s option and expense, either to procure the right for Licensee to settle continue using the Software or otherwise compromise any dispute to replace or suitmodify the Software so that they become non-infringing, and if neither of the foregoing alternatives is available on terms which are reasonable in Licensor’s judgment, Licensee shall promptly notify LICENSEE of its decision. LICENSOR return the Software upon request by Licensor and shall have no duty further payment obligation except for payment obligations incurred prior to initiate such litigation ifthe date of return. For purchased Software, in its sole judgmentLicensor shall refund the applicable Software purchase price paid by Licensee, such litigation is not warranted or is not in its best interestsless depreciation deducted on a five year straight-line basis. THE FOREGOING STATES THE ENTIRE OBLIGATION AND LIABILITY OF LICENSOR WITH RESPECT TO INFRINGEMENT OF ANY PATENT, COPYRIGHTS, TRADE SECRET AND ALL OTHER INTELLECTUAL PROPERTY RIGHTS OF ANY THIRD PARTY AND IS IN IS IN LIEU OF ALL WARRANTIES, EXPRESS OR IMPLIED, WITH RESPECT THERETO. 14.03 LICENSEE may join and be represented in, at its own expense by its own counsel, any proceeding relating to any unauthorized use or suspected infringement to prove its own interests. 14.04 LICENSEE agrees that it shall, at all times, reasonably cooperate with LICENSOR and its counsel, in all respects, with respect to any unauthorized use or suspected or alleged infringement at LICENSOR's expense, including, but not limited to, having LICENSEE's principals, directors, employees, officers and/or agents testify, and making available any records, papers, information, specimens and the like when requested by LICENSOR. 14.05 Any damages and/or recovery received pursuant to such litigation or settlement or compromise shall be the sole and exclusive property of LICENSOR. 14.06 If LICENSOR decides, in its discretion, not to take any action with respect to an unauthorized use or suspected infringement, then LICENSEE may, at its own option and sole expense, take such action on its own behalf as it deems appropriate and any damages, recovery, settlement or compromise obtained thereby shall be for the account of LICENSEE.

Infringement. 14.01 LICENSEE shall immediately notify LICENSOR (i) Licensee will have the first right (but not the obligation) in its discretion to enforce any Patent within the Relay Patents or Joint Collaboration Patents against any infringement in the Field, including without limitation Competitive Infringement (which may include settlement or otherwise seeking to secure the abatement of such infringement) by counsel of its choice, in its own name, including the right to control the defense of any unauthorized use and/or suspected infringement of the INTELLECTUAL PROPERTY. Such notification shall include, without limitation, immediately forwarding to LICENSOR any and all documents relating challenges to any such unauthorized use Relay Patent or suspected Joint Collaboration Patent as a counterclaim in such infringement proceeding as well as the defense of declaratory judgment actions. Relay shall reasonably cooperate with Licensee in any infringement action pursuant to this Section 12.9. If Licensee finds it necessary or desirable for Relay to join Licensee as a party to any such claim, suit, or proceeding with respect to any such infringement, the Parties will cooperate to execute all papers and providing LICENSOR with any and all facts and circumstances relating perform such acts as will be reasonably required for Relay to join such unauthorized use claim, suit, or suspected infringementproceeding. 14.02 LICENSOR shall have (ii) If Licensee notifies Relay that Licensee declines to enforce any of the primary, and Relay Patents or Joint Collaboration Patents against any infringement in the first instance sole, right Field or fails to institute a suit for infringement, unfair competition or other commence an enforcement action with respect to any unauthorized use infringement of any of the Relay Patents or suspected infringement. LICENSOR shall Joint Collaboration Patents under Section 12.9.2(a)(i) within [***] following delivery of notice pursuant to Section 12.9.1, Relay will thereupon have the sole discretion right (but not the obligation) to determine how to handle enforce applicable Relay Patents or Joint Collaboration Patents against such infringement, at its own cost and expense (which may include settlement or otherwise deal with any infringement or unauthorized use seeking to secure the abatement of the INTELLECTUAL PROPERTYsuch infringement), by counsel of its choice, in its own name, including the right to settle control the defense of any challenges to any such Relay Patent or otherwise compromise any dispute or suitJoint Collaboration Patent as a counterclaim in such infringement proceeding as well as the defense of declaratory judgment actions, and shall promptly notify LICENSEE in each case after prior written notice to Licensee. For the avoidance of its decision. LICENSOR doubt, Relay shall have no duty right to initiate take over enforcement of any Relay Patent or Joint Collaboration Patent against an infringement pursuant to this subclause (a)(ii) if Licensee is enforcing [***] Relay Patent or Joint Collaboration Patent or other Patent in the Licensee IP against such litigation if, infringement. Relay shall further have no right to take over enforcement of any Relay Patent or Joint Collaboration Patent against an infringement pursuant to this subclause (a)(ii) if such infringement is a deemed infringement as a result of the filing of an ANDA by a Third Party with respect to a Licensed Product in its sole judgment, the Field in the Territory with the Licensed Product as the reference product by any such litigation is not warranted or is not in its best interests. 14.03 LICENSEE may join and be represented in, at its own expense by its own counsel, any proceeding relating to any unauthorized use or suspected infringement to prove its own interests. 14.04 LICENSEE agrees that it shall, at all times, Third Party. Licensee shall reasonably cooperate with LICENSOR and its counselRelay in any infringement action pursuant to this Section 12.9.2(a)(ii). If Relay finds it necessary or desirable for Licensee to join Relay as a party to any such claim, in all respectssuit, or proceeding with respect to any unauthorized use such infringement, the Parties will cooperate to execute all papers and perform such acts as will be reasonably required for Licensee to join such claim, suit, or suspected proceeding. During any such claim, suit, or alleged infringement at LICENSOR's expense, including, but not limited to, having LICENSEE's principals, directors, employees, officers and/or agents testify, and making available any records, papers, information, specimens and the like when requested by LICENSOR. 14.05 Any damages and/or recovery received pursuant to such litigation or settlement or compromise shall be the sole and exclusive property of LICENSOR. 14.06 If LICENSOR decides, in its discretion, not to take any action proceeding with respect to an unauthorized use any infringement of any 1971 Patent or suspected infringementRelay Combination Patent, then LICENSEE mayRelay will keep Licensee regularly informed of the status and progress of such enforcement efforts and will reasonably consult with Licensee, at its own option including using reasonable efforts to take Licensee’s comments into good faith consideration with respect to such infringement or the claim construction of any infringement claim in any such Patent. (iii) Notwithstanding anything herein the contrary, Licensee’s rights under this Section 12.9 with respect to Relay Combination Patents are limited to Generic Relay Combination Patents and sole expense, take such action on its own behalf as it deems appropriate and any damages, recovery, settlement or compromise obtained thereby shall be for the account of LICENSEELicensee has no rights under this Section 12.9 with respect to other Relay Combination Patents.

Infringement. 14.01 LICENSEE COMPANY shall immediately notify LICENSOR inform [***] promptly in writing of any unauthorized use and/or suspected alleged infringement of the INTELLECTUAL PROPERTYPATENT RIGHTS by a third party and of any available evidence thereof. Such notification Subject to COMPANY’s right to join in the prosecution of infringements set forth below, the OWNERS shall have the right, but not the obligation, to prosecute in their own discretion and at their own expense, all infringements of the PATENT RIGHTS. The total cost of any such sole infringement action shall be borne by the OWNERS, and the OWNERS shall keep any recovery or damages derived therefrom. In any such infringement suits, COMPANY shall, at the OWNERS’ expense, cooperate in all respects. COMPANY shall have the right to join the OWNERS’ prosecution of any infringements of the PATENT RIGHTS: In any such joint infringement suits, the OWNERS and COMPANY will cooperate in all respects. The OWNERS and COMPANY will agree in good faith on the sharing of the total cost of any such joint infringement action and the sharing of any recovery or damages derived therefrom. In the event that the OWNERS decide not to prosecute infringements of the PATENT RIGHTS, neither solely nor jointly with COMPANY, [***] shall offer to COMPANY to prosecute any such infringement in its own discretion and at its own expense. …. The OWNERS shall, at COMPANY’S expense, cooperate. The total cost of any such sole infringement action shall be borne by COMPANY, and COMPANY shall keep any recovery or damages derived therefrom. In the event that COMPANY intends to make any arrangements with the infringer to settle the infringement (such as sublicenses), and solely the OWNERS or the OWNERS jointly with COMPANY have prosecuted the infringement, any such settlement needs the prior written approval of [***], which shall not unreasonably be withheld; reasons to withheld include, without limitation, immediately forwarding that the settlement is financially disadvantageous for the OWNERS or [***]. Any infringer to LICENSOR any and all documents relating to any which COMPANY grants such unauthorized use or suspected infringement and providing LICENSOR with any and all facts and circumstances relating to such unauthorized use or suspected infringement. 14.02 LICENSOR shall have the primary, and in the first instance sole, right to institute a suit for infringement, unfair competition or other action with respect to any unauthorized use or suspected infringement. LICENSOR shall have the sole discretion to determine how to handle or otherwise deal with any infringement or unauthorized use of the INTELLECTUAL PROPERTY, including the right to settle or otherwise compromise any dispute or suit, and shall promptly notify LICENSEE of its decision. LICENSOR shall have no duty to initiate such litigation if, in its sole judgment, such litigation is not warranted or is not in its best interests. 14.03 LICENSEE may join and be represented in, at its own expense by its own counsel, any proceeding relating to any unauthorized use or suspected infringement to prove its own interests. 14.04 LICENSEE agrees that it shall, at all times, reasonably cooperate with LICENSOR and its counsel, in all respects, with respect to any unauthorized use or suspected or alleged infringement at LICENSOR's expense, including, but not limited to, having LICENSEE's principals, directors, employees, officers and/or agents testify, and making available any records, papers, information, specimens and the like when requested by LICENSOR. 14.05 Any damages and/or recovery received pursuant to such litigation or settlement or compromise sublicenses shall be the sole and exclusive property of LICENSORa SUBLICENSEE under this Agreement. 14.06 If LICENSOR decides, in its discretion, not to take any action with respect to an unauthorized use or suspected infringement, then LICENSEE may, at its own option and sole expense, take such action on its own behalf as it deems appropriate and any damages, recovery, settlement or compromise obtained thereby shall be for the account of LICENSEE.

Infringement. 14.01 11.1 LICENSEE and MICHIGAN shall immediately notify LICENSOR each inform the other promptly in writing of any unauthorized use and/or suspected alleged infringement of the INTELLECTUAL PROPERTYLicensed Patents in any Field of Use by a third party and of any available evidence thereof. 11.2 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 Fields of Use. Such notification 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 include, without limitation, immediately forwarding to LICENSOR any and all documents relating to make any such unauthorized use or suspected infringement settlement only with the advice and providing LICENSOR 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 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 all facts and circumstances relating to such unauthorized use or suspected infringementat its own expense, in any action under this Paragraph 11.2. 14.02 LICENSOR shall have the primary, and in the first instance sole, right to institute 11.3 If LICENSEE institutes an action for infringement of a suit for infringement, unfair competition Licensed Patent or defends a declaratory judgment or other action with respect to any unauthorized use or suspected infringement. LICENSOR shall have a Licensed Patent, then during the sole discretion pendency of such litigation LICENSEE may withhold up to determine how to handle or otherwise deal with any infringement or unauthorized use fifty percent (50%) of the INTELLECTUAL PROPERTYpayments otherwise thereafter due MICHIGAN under Paragraphs 4.2 and 4.3 above, including 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 include any compensation paid to employees of LICENSEE or Affiliates). Any resulting settlement payments or damages awarded and received by LICENSEE shall be applied equally toward reimbursement of MICHIGAN's withheld royalties pursuant to this Paragraph and to LICENSEE's out-of-pocket expenses which were not reimbursed; of the remainder, if any, LICENSEE shall pay forty percent (40%) to MICHIGAN. If LICENSEE has paid or pays an annual fee to MICHIGAN under Paragraph 4.5 in the same year LICENSEE receives a payment or award as set out above, then LICENSEE may credit that annual fee against the share of the 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 settle or otherwise compromise 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 dispute such action or suit, LICENSEE agrees to be named as a nominal party therein. MICHIGAN has 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 Territory and any Field of Use without the consent of LICENSEE, which consent LICENSEE can withhold for any reason. After recovery of all of MICHIGAN's out-of-pocket litigation expenses, and after payment to LICENSEE (such payment not to exceed the recovery or settlement amounts actually received by MICHIGAN) of any unrecovered expenses paid by LICENSEE at MICHIGAN's request to third parties in furtherance of such action, MICHIGAN shall promptly notify LICENSEE pay twenty percent (20%) of its decision. LICENSOR shall have no duty any remainder of any recovery or settlement to initiate such litigation if, in its sole judgment, such litigation is not warranted or is not in its best interestsLICENSEE. 14.03 11.5 If LICENSEE may join and be represented ininitiates any legal action, at its own expense or learns of a legal action initiated by its own counsel, any proceeding relating to third party concerning any unauthorized use or suspected infringement to prove its own interests. 14.04 LICENSEE agrees that it shall, at all times, reasonably cooperate with LICENSOR and its counsel, in all respects, with respect to any unauthorized use or suspected or alleged infringement at LICENSOR's expenseor non-infringement, including, but not limited to, having LICENSEE's principals, directors, employees, officers and/or agents testify, and making available or discovers any records, papers, information, specimens and allegation by a third party of infringement resulting from the like when requested by LICENSOR. 14.05 Any damages and/or recovery received pursuant to such litigation or settlement or compromise shall be the sole and exclusive property practice of LICENSOR. 14.06 If LICENSOR decides, in its discretion, not to take any action with respect to an unauthorized use or suspected infringementLicensed Patents, then LICENSEE may, at its own option shall so notify MICHIGAN promptly in a detailed writing. LICENSEE shall promptly keep MICHIGAN informed and sole expense, take provide copies to MICHIGAN of all documents regarding all such action on its own behalf as it deems appropriate and any damages, recovery, settlement proceedings or compromise obtained thereby shall be for the account of actions instituted by LICENSEE.

Infringement. 14.01 LICENSEE shall immediately notify LICENSOR In the event that either party learns of any unauthorized use and/or suspected infringement ------------ or threatened infringement of the INTELLECTUAL PROPERTY. Such notification shall includeLicensed Marks, without limitationor any unfair competition, immediately forwarding to LICENSOR any and all documents relating to any such unauthorized use passing-off or suspected infringement and providing LICENSOR with any and all facts and circumstances relating to such unauthorized use or suspected infringement. 14.02 LICENSOR shall have the primary, and in the first instance sole, right to institute a suit for infringement, unfair competition or other action dilution with respect to the Licensed Marks, or any unauthorized use third party alleges or suspected infringement. LICENSOR shall have the sole discretion to determine how to handle or otherwise deal with claims that any infringement or unauthorized use of the INTELLECTUAL PROPERTYLicensed Marks are liable to cause deception or confusion to the public, including the or is liable to dilute or infringe any right to settle or otherwise compromise any dispute or suitof such third party (each such event, and an "Infringement"), such party shall promptly notify LICENSEE the other party or its authorized representative giving particulars thereof, and Licensee shall provide necessary information and reasonable assistance to Licensor or its authorized representatives in the event that Licensor decides that proceedings should be commenced or defended. For purposes of its decisionthis Agreement, Licensee shall be deemed to have "learned" of an Infringement when either (i) the General Manager of one of Licensee's operating subsidiaries or divisions or (ii) an executive officer of Licensee obtains actual knowledge of the Infringement. LICENSOR Licensor shall have no duty exclusive control of any litigation, opposition, cancellation or related legal proceedings. The decision whether to bring, defend, maintain or settle any such proceedings shall be at the exclusive option and expense of Licensor, and all recoveries shall belong exclusively to Licensor. Licensee will not initiate any such litigation iflitigation, opposition, cancellation or related legal proceedings in its sole judgment, such litigation is not warranted or is not in its best interests. 14.03 LICENSEE may join and be represented inown name but, at Licensor's request, agrees to be joined as a party in any action taken by Licensor to enforce its own expense rights in the Licensed Marks or the AT&T Service Marks; provided that Licensor shall reimburse Licensee for all reasonable out-of-pocket costs and expenses incurred by Licensee, its own counsel, any proceeding relating to any unauthorized use or suspected infringement to prove its own interests. 14.04 LICENSEE agrees that it shall, at all times, reasonably cooperate with LICENSOR Affiliates and its counsel, in all respects, with respect to any unauthorized use or suspected or alleged infringement at LICENSOR's expense, including, but not limited to, having LICENSEE's principals, authorized representatives (and their respective directors, employeesofficers, officers and/or agents testifystockholders, employees and making available any recordsagents) in connection with their participation in such action. Nothing in this Agreement shall require, papers, information, specimens and or be deemed to require Licensor to enforce the like when requested by LICENSORLicensed Marks or the AT&T Service Marks against others. 14.05 Any damages and/or recovery received pursuant to such litigation or settlement or compromise shall be the sole and exclusive property of LICENSOR. 14.06 If LICENSOR decides, in its discretion, not to take any action with respect to an unauthorized use or suspected infringement, then LICENSEE may, at its own option and sole expense, take such action on its own behalf as it deems appropriate and any damages, recovery, settlement or compromise obtained thereby shall be for the account of LICENSEE.

Infringement. 14.01 17.1 If LICENSEE becomes aware of an infringement or has reasonable cause to believe that there has been an infringement of any LICENSED PATENT, LICENSEE shall immediately notify LICENSOR in writing concerning LICENSEE’s knowledge of any unauthorized use and/or suspected infringement of the INTELLECTUAL PROPERTY. Such notification shall include, without limitation, immediately forwarding to LICENSOR any and all documents relating to any such unauthorized use or suspected infringement and providing LICENSOR with any and all facts and circumstances relating to such unauthorized use or suspected infringement. 14.02 LICENSOR shall have the primary, and in the first instance sole, right to institute a suit for infringement, unfair competition or other action with respect to any unauthorized use or suspected infringement. LICENSOR shall have the sole discretion to determine how to handle or otherwise deal with any infringement or unauthorized use of the INTELLECTUAL PROPERTYreasonable cause for belief of infringement. Such notice should include: an analysis of how the claims of any LICENSED PATENT read-on the allegedly infringing articles; the identity of the alleged infringers; a statement as to whether the alleged infringers are making, including using, or selling the right allegedly infringing articles; a statement describing the extent of the alleged infringement; and a statement which describes and quantifies the harm being suffered by the LICENSEE as a result of the alleged infringement. If such notice and information are furnished, LICENSOR may volunteer its opinion as to settle whether reasonable cause exists to believe that there has been an infringement. Only during the Five- (5-)Year period of exclusivity, LICENSEE is authorized under the provisions of Chapter 29 of Title 35, United States Code, or otherwise compromise any dispute or suitother statutes, and shall promptly notify LICENSEE of its decision. LICENSOR shall have no duty (a) to initiate such litigation if, bring suit in its sole judgment, such litigation is not warranted or is not in its best interests. 14.03 LICENSEE may join and be represented inown name, at its own expense by its own counsel, any proceeding relating to any unauthorized use or suspected infringement to prove its own interests. 14.04 LICENSEE agrees that it shall, at all times, reasonably cooperate with LICENSOR and its counsel, in all respects, with respect to any unauthorized use or suspected or alleged infringement at LICENSOR's expense, including, but not limited to, having LICENSEE's principals, directors, employees, officers and/or agents testify, and making available any records, papers, information, specimens and the like when requested by LICENSOR. 14.05 Any damages and/or recovery received pursuant to such litigation or settlement or compromise shall be the sole and exclusive property of LICENSOR. 14.06 If LICENSOR decides, in its discretion, not to take any action with respect to an unauthorized use or suspected infringement, then LICENSEE may, at its own option and sole expense, take such action on its own behalf as it deems appropriate behalf, for infringement of the LICENSED PATENT, and (b) in any such suit, to enjoin infringement and to collect for its use, damages, recoveryprofits and awards of whatever nature, settlement recoverable from such infringement, subject to payment of royalties due to LICENSOR, and further, (c) to settle any claim or compromise obtained thereby suit for infringement of the LICENSED PATENT, as by granting a sublicense under this AGREEMENT. With respect to the royalties due to LICENSOR from LICENSEE’s successful infringement action, the parties agree to enter into good faith negotiations to arrive at the appropriate amount of royalties due to LICENSOR. The authority to bring suit is subject to the continuing right of the United States to bring suit itself or to intervene in LICENSEE’s suit; and, in either event, LICENSEE shall be for the account of LICENSEEgive LICENSOR reasonable notice and assistance.

Infringement. 14.01 LICENSEE shall immediately notify LICENSOR (a) In the event of any unauthorized use and/or suspected claim, action, proceeding or suit by a third party against Customer alleging an infringement of any United States patent, United States copyright, or United States trademark, or a violation in the INTELLECTUAL PROPERTYUnited States of any trade secret or proprietary rights by reason of the use, in accordance with Sellers Specifications, of any Product or Licensed Materials furnished by Seller to Customer under this Agreement, Seller, at its expense, will defend Customer, subject to the conditions and exceptions stated below. Such notification Seller will reimburse Customer for any cost, expense or attorneys' fees, incurred at Seller's written request or authorization, and will indemnify Customer against any liability assessed against Customer by final judgment on account of such infringement or violation arising out of such use. (b) If Customer's use shall includebe enjoined or in Seller's opinion is likely to be enjoined, without limitationSeller will, immediately forwarding at its expense and at its option, either (1) replace the enjoined Product or Licensed Materials furnished pursuant to LICENSOR this Agreement with a suitable substitute free of any infringement; (2) modify it so that it will be free of the infringement; or (3) procure for Customer a license or other right to use it. If none of the foregoing options are practical, Seller will remove the enjoined Product or Licensed Materials and refund to Customer any amounts paid to Seller therefor less a reasonable charge for any actual period of use by Customer. (c) Customer shall give Seller prompt written notice of all documents relating such claims, actions, proceedings or suits alleging infringement or violation and Seller shall have full and complete authority to assume the sole defense thereof, including appeals, and to settle same. Customer shall, upon Seller's request and at Sellers expense, furnish all information and assistance available to Customer and cooperate in every reasonable way to facilitate the defense and/or settlement of any such claim, action, proceeding or suit. (d) No undertaking of Seller under this section shall extend to any such unauthorized alleged infringement or violation to the extent that it: (1) arises from adherence to design modifications, specifications, drawings, or written instructions which Seller is directed by Customer to follow, but only if such alleged infringement or violation does not reside in corresponding commercial Product or Licensed Materials of Seller's design or selection; or (2) arises from adherence to instructions to apply Customers trademark, trade name or other company identification; or (3) resides in a product or licensed materials which are not of Seller's origin and which are furnished by Customer to Seller for use under this Agreement; or suspected infringement (4) relates to uses of Product or Licensed Materials provided by Seller in combinations with other Product or Licensed Materials, furnished either by Seller or others, which combination was not installed, recommended or otherwise approved by Seller. In the foregoing cases numbered (1) through (4), Customer will defend and providing LICENSOR save Seller harmless, subject to the same terms and conditions and exceptions stated above, with any respect to the Seller's rights and all facts and circumstances relating to such unauthorized use or suspected infringementobligations under this section. 14.02 LICENSOR shall have the primary, (e) The liability of Seller and in the first instance sole, right to institute a suit for infringement, unfair competition or other action Customer with respect to any unauthorized use and all claims, actions, proceedings or suspected infringement. LICENSOR shall have the sole discretion to determine how to handle suits by third parties alleging infringement of patents, trademarks or otherwise deal with any infringement copyrights or unauthorized use violation of the INTELLECTUAL PROPERTYtrade secrets or proprietary rights because of, including the right to settle or otherwise compromise any dispute or suit, and shall promptly notify LICENSEE of its decision. LICENSOR shall have no duty to initiate such litigation if, in its sole judgment, such litigation is not warranted or is not in its best interests. 14.03 LICENSEE may join and be represented in, at its own expense by its own counselconnection with, any proceeding relating to any unauthorized use Products or suspected infringement to prove its own interests. 14.04 LICENSEE agrees that it shall, at all times, reasonably cooperate with LICENSOR and its counsel, in all respects, with respect to any unauthorized use or suspected or alleged infringement at LICENSOR's expense, including, but not limited to, having LICENSEE's principals, directors, employees, officers and/or agents testify, and making available any records, papers, information, specimens and the like when requested by LICENSOR. 14.05 Any damages and/or recovery received Licensed Materials furnished pursuant to such litigation or settlement or compromise this Agreement shall be limited to the sole and exclusive property of LICENSORspecific undertakings contained in this section. 14.06 If LICENSOR decides, in its discretion, not to take any action with respect to an unauthorized use or suspected infringement, then LICENSEE may, at its own option and sole expense, take such action on its own behalf as it deems appropriate and any damages, recovery, settlement or compromise obtained thereby shall be for the account of LICENSEE.

Infringement. 14.01 LICENSEE shall immediately notify LICENSOR 22.1. So long as Licensee remains the exclusive licensee of any unauthorized use and/or suspected infringement of the INTELLECTUAL PROPERTY. Such notification shall includePatents in the Field of Use, without limitation, immediately forwarding to LICENSOR any and all documents relating to any such unauthorized use or suspected infringement and providing LICENSOR with any and all facts and circumstances relating to such unauthorized use or suspected infringement. 14.02 LICENSOR Licensee shall have the primaryright 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 Field of Use, provided that Licensee shall provide Carnegie Mellon thirty (30) days’ prior written notice of such infringement and in the first instance sole, right of Licensee’s intent to institute a suit for infringement, unfair competition or other action with respect to any unauthorized use or suspected infringementfile such action. LICENSOR Carnegie Mellon shall have the sole discretion right at its own expense (subject to determine how being reimbursed from any settlement amount or proceeds as provided herein) to handle or otherwise deal with any infringement or unauthorized use appear in such action by counsel of its own selection. If required by the jurisdictional laws of the INTELLECTUAL PROPERTYforum 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 party or Licensee in that or any other jurisdiction, then Carnegie Mellon shall have the right to settle decline such appearance. All liability, damage, loss, or otherwise compromise expense suffered or incurred by Carnegie Mellon in accordance with the preceding sentence, including reasonable compensation for the time of any dispute or suitCarnegie 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 promptly notify LICENSEE 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 its decisionany 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. LICENSOR 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 no duty to initiate such litigation ifthe right, in its sole judgmentdiscretion, to prosecute such litigation is not warranted or is not in infringement action at its best interests. 14.03 LICENSEE may join sole expense, provided that, before commencing any such action concerning the Field of Use, Carnegie Mellon shall provide Licensee written notice of such infringement and be represented in, 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 counselselection. 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 proceeding relating settlement amount or recovery shall belong to any unauthorized use or suspected infringement to prove its own interestsCarnegie Mellon, and Carnegie Mellon may settle said action without the consent of Licensee. 14.04 LICENSEE agrees that it shall22.3. Notwithstanding the pendency of any infringement (or other) claim or action by or against Licensee, at all times, reasonably cooperate with LICENSOR and its counsel, in all respects, with respect Licensee shall have no right to terminate or suspend (or escrow) payment of any unauthorized use or suspected or alleged infringement at LICENSOR's expense, including, but not limited to, having LICENSEE's principals, directors, employees, officers and/or agents testify, and making available any records, papers, information, specimens and the like when requested by LICENSOR. 14.05 Any damages and/or recovery received amounts required to be paid to Carnegie Mellon pursuant to such litigation or settlement or compromise shall be the sole and exclusive property of LICENSORthis Agreement. 14.06 If LICENSOR decides, in its discretion, not to take any action with respect to an unauthorized use or suspected infringement, then LICENSEE may, at its own option and sole expense, take such action on its own behalf as it deems appropriate and any damages, recovery, settlement or compromise obtained thereby shall be for the account of LICENSEE.

Infringement. 14.01 LICENSEE (a) Amarin shall immediately promptly notify LICENSOR Chemport of any suspected or threatened infringement, misappropriation or other unauthorized use and/or suspected infringement of the INTELLECTUAL PROPERTYChemport Intellectual Property licensed by Chemport to Amarin under the Amarin License that comes to ▇▇▇▇▇▇’s attention. Such notification The notice shall include, without limitation, immediately forwarding to LICENSOR any and all documents relating to any set forth the facts of such unauthorized use suspected or suspected threatened infringement and providing LICENSOR with any and all facts and circumstances relating to such unauthorized use or suspected infringement. 14.02 LICENSOR shall have the primary, and in the first instance sole, right to institute a suit for infringement, unfair competition or other action with respect to any unauthorized use or suspected infringementreasonable detail. LICENSOR Chemport shall have the sole discretion right, but not the obligation, to determine how institute, prosecute and control, at its expense, any action or proceeding against the Third-Party infringer of such Chemport Intellectual Property. If Chemport institutes an action against such infringer, Amarin shall give Chemport reasonable assistance and authority to handle control, file and prosecute the suit as necessary at Chemport’s expense. Amarin shall have the right to participate in the applicable action or otherwise deal proceeding with its own counsel at its own expense and without reimbursement hereunder. If Amarin elects to so participate, Chemport shall provide Amarin with an opportunity to consult regarding such action or proceeding. (b) If Chemport elects not to bring any infringement action or proceeding for infringement, misappropriation or other unauthorized use of the INTELLECTUAL PROPERTYChemport Intellectual Property licensed by Chemport to Amarin under the Amarin License, including then it shall promptly advise Amarin of its decision, and ▇▇▇▇▇▇ thereafter shall have the right, but not the obligation, to 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 infringer, Chemport shall give Amarin reasonable assistance and authority to control, file and prosecute the suit as necessary at Amarin’s expense, and shall join such action if reasonably requested by Amarin or required by applicable Legal Requirements. Chemport shall have the right to settle participate in the applicable action or otherwise compromise any dispute or suit, and shall promptly notify LICENSEE of proceeding with its decision. LICENSOR shall have no duty to initiate such litigation if, in its sole judgment, such litigation is not warranted or is not in its best interests. 14.03 LICENSEE may join and be represented in, own counsel at its own expense and without reimbursement hereunder (except for any out-of-pocket costs and expenses incurred by Chemport following its own counseljoinder 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 proceeding relating to damages or other monetary awards that it recovers in pursuing any unauthorized use or suspected infringement to prove its own interestsaction under this Section 8.4(b). 14.04 LICENSEE agrees (c) In the event that it shalleither 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, at such damages or other sums recovered shall first be applied to all timesout-of-pocket costs and expenses incurred by the Parties in connection therewith (including attorneys fees), reasonably cooperate with LICENSOR 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 its counselexpenses of both Parties, in all respects, with respect to any unauthorized use or suspected or alleged infringement at LICENSOR's expense, including, but not limited to, having LICENSEE's principals, directors, employees, officers and/or agents testify, and making available any records, papers, information, specimens and the like when requested by LICENSOR. 14.05 Any damages and/or recovery received pursuant to such litigation or settlement or compromise controlling Party’s costs shall be paid in full first before any of the sole other Party’s costs. Each Party seeking reimbursement under this Section 8.4 shall furnish promptly to the other Party appropriate documentation of its out-of-pocket costs and exclusive property of LICENSORexpenses incurred. 14.06 If LICENSOR decides, in its discretion, not to take any action with respect to an unauthorized use or suspected infringement, then LICENSEE may, at its own option and sole expense, take such action on its own behalf as it deems appropriate and any damages, recovery, settlement or compromise obtained thereby shall be for the account of LICENSEE.

Infringement. 14.01 LICENSEE shall immediately 7.1 Licensee agrees to notify LICENSOR Licensor, in writing, of any unauthorized use and/or suspected acts of infringement or violation of the INTELLECTUAL PROPERTY. Such notification shall include, without limitation, Patents immediately forwarding to LICENSOR any and all documents relating to after any such unauthorized use acts are brought to its attention or suspected it has otherwise acquired knowledge thereof. The parties agree to consult with each other as to how to respond to each infringement and providing LICENSOR or violation of the Patents. If the parties jointly conclude that legal action should be taken with any and all facts and circumstances relating respect to such unauthorized use infringement or suspected infringement.violation, Licensor and Licensee shall promptly and diligently prosecute such action. In such event, each shall pay the following proportion of all costs and expenses and receive the same proportion of all recoveries and awards with respect to said action: Licensor: 5% Licensor: 95% DWDM/POF Licence Agreement Page 7 -------------------------------------------------------------------------------- 14.02 LICENSOR 7.2 In the event Licensee advises Licensor that it will not participate in such legal action, the Licensor shall be free to prosecute such action as Licensor may deem advisable and in that connection, Licensee shall assist Licensor in all reasonable ways and at all reasonable times, and Licensor shall have the primaryright to use the name of Licensee as a party to the proceedings, either solely or jointly with Licensor's own name, provided that Licensor shall pay all costs and expenses and in such an event, Licensor shall be entitled to receive all recoveries and awards in connection with such proceedings. 7.3 In the event Licensor advises Licensee that it will not participate in such legal action, the Licensee shall be free to prosecute such action as Licensee may deem advisable and in that connection, Licensor shall assist Licensee in all reasonable ways and at all reasonable times, and in the first instance sole, right to institute a suit for infringement, unfair competition or other action with respect to any unauthorized use or suspected infringement. LICENSOR Licensee shall have the sole discretion to determine how to handle or otherwise deal with any infringement or unauthorized use of the INTELLECTUAL PROPERTY, including the right to settle use the name of Licensor as a party to the proceedings, either solely or otherwise compromise jointly with Licensee's own name, provided that Licensee shall pay all costs and expenses and in such an event, Licensee shall be entitled to receive all recoveries and awards in connection with such proceedings. 7.4 In the event that any dispute or suit, and action, or other proceeding shall be brought against Licensee involving any claim of patent infringement based upon Licensee's manufacture and/or use, or sale of any Product: 7.4.1 Licensee shall promptly notify LICENSEE send to Licensor a copy of its decision. LICENSOR shall all proceedings which have no duty to initiate been served in such litigation ifsuit, action or other proceeding; 7.4.2 in its sole judgmentthe defence of any such claim, such litigation is not warranted or is not in its best interests. 14.03 LICENSEE may join and be represented in, at its own expense by its own counsel, any proceeding relating to any unauthorized use or suspected infringement to prove its own interests. 14.04 LICENSEE agrees that it shall, at all times, reasonably Licensor will cooperate fully with LICENSOR and its counsel, in all respects, with respect to any unauthorized use or suspected or alleged infringement at LICENSOR's expense, including, but not limited to, having LICENSEE's principals, directors, employees, officers and/or agents testifyLicensee, and making will, from time to time, make available any to Licensee all relevant records, papers, information, samples, specimens and other similar material; 7.4.3 should such suit, action or other proceeding relate to any Product produced, sold or distributed by Licensee or method used by any user thereof embodying or using the like when requested by LICENSORPatents or the Know-How and should independent patent counsel acceptable to Licensor and to Licensee be of the opinion that such Product or method constitute a clear infringement of one or more of the claims mentioned in such suit, action or other proceeding which has not been settled to the full exoneration of Licensee six (6) months after the date of service thereof upon the Licensee, Licensee shall have, as its sole recourse, the right to terminate this Agreement upon written notice to Licensor. 14.05 Any damages and/or recovery received pursuant to such litigation or settlement or compromise shall be the sole 7.5 Licensee and exclusive property of LICENSOR. 14.06 If LICENSOR decides, in its discretion, Licensor agree not to take contest the ownership or validity of the Patents either directly or indirectly in any action with respect to an unauthorized use or suspected infringement, then LICENSEE may, at its own option and sole expense, take such action on its own behalf as it deems appropriate and any damages, recovery, settlement or compromise obtained thereby shall be for the account of LICENSEE.way whatsoever. DWDM/POF Licence Agreement Page 8 --------------------------------------------------------------------------------

Infringement. 14.01 LICENSEE 8.1. COMPANY shall immediately promptly notify LICENSOR, and LICENSOR shall promptly notify COMPANY, of any unauthorized use and/or suspected infringement of any Licensed Patents. During the INTELLECTUAL PROPERTYterm of this Agreement, LICENSOR and COMPANY shall have the right to institute an action for infringement of the Licensed Patents against a third party in accordance with the following: COMPANY shall have the first right to enforce any Licensed Patents against such infringer, including defending any declaratory judgment action brought against it alleging the invalidity of a Licensed Patent, and shall bear the entire cost of such action. Such notification COMPANY agrees to defend LICENSOR against any counterclaim brought against it in such action. 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 LICENSOR choose not to join in such action, to the extent necessary for standing purposes, upon COMPANY’s request, LICENSOR shall includeassign to LICENSEE only such rights to the applicable Licensed Patent that may be necessary to permit COMPANY to initiate or prosecute such action without LICENSOR, 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 any action brought by COMPANY. COMPANY shall not enter into any settlement agreement, voluntary dismissal, consent judgment or other voluntary final disposition in any action regarding the Licensed Patents, including, without limitation, immediately forwarding any settlement of a claim relating to the scope, validity or enforceability of any Licensed Patent, without the express written consent of LICENSOR, such consent not to be unreasonably withheld or delayed. Any recovery or settlement received for punitive or exemplary damages based on a claim where COMPANY has borne the entire cost of such action shall be retained by COMPANY. If LICENSOR has joined in such action: then any other recovery or settlement received, including compensatory damages or damages based on a loss of revenues which exceed the out-of-pocket costs and expenses incurred by COMPANY and LICENSOR ( hereinafter “Net Recovery”), shall be deemed to be the proceeds of Sales of Licensed Products in the fiscal quarter received by COMPANY and COMPANY shall pay to LICENSOR any and all documents relating to any an amount representing the royalty which would have been paid by COMPANY in accordance with the provisions of Article 4 had such unauthorized use or suspected infringement and providing LICENSOR with any and all facts and circumstances relating to such unauthorized use or suspected infringement. 14.02 LICENSOR shall have the primary, and in the first instance sole, right to Net Recovery been accrued by COMPANY as Sales. If COMPANY does not institute a suit for an action against an infringer within ninety (90) days of receipt of notice of infringement, unfair competition or other action with respect LICENSOR may, upon thirty (30) days written notice to any unauthorized use or suspected infringement. LICENSOR shall have the sole discretion to determine how to handle or otherwise deal with any infringement or unauthorized use of the INTELLECTUAL PROPERTYCOMPANY, including the right to settle or otherwise compromise any dispute or suit, and shall promptly notify LICENSEE of its decision. LICENSOR shall have no duty to initiate institute such litigation ifaction, in its sole judgment, such litigation is not warranted or is not in its best interests. 14.03 LICENSEE may join and be represented in, at its own expense by its own counsel, any proceeding relating to any unauthorized use or suspected infringement to prove its own interests. 14.04 LICENSEE agrees that it shall, at all times, which case COMPANY shall reasonably cooperate with LICENSOR and its counsel, in all respects, with respect to any unauthorized use or suspected or alleged infringement at LICENSOR's expense, including, but not limited to, having LICENSEE's principals, directors, employees, officers and/or agents testify, and making available any records, papers, information, specimens and the like when requested by LICENSOR. 14.05 Any damages and/or recovery received pursuant such effort including being joined as a party to such litigation or settlement or compromise action if necessary. LICENSOR shall be entitled to retain all damages or costs awarded in such action. Should either LICENSOR or COMPANY be a party to a suit under the sole provisions of this Article and exclusive property of LICENSOR. 14.06 If LICENSOR decidesthereafter elect to abandon such suit, in its discretion, not the abandoning party shall give timely notice to take any action with respect to an unauthorized use or suspected infringement, then LICENSEE the other party who may, at its own option and sole expenseif it so desires, take continue prosecution of such action on its own behalf as it deems appropriate suit, provided that the sharing of expenses and any damages, recovery, settlement or compromise obtained thereby recovery in such suit shall be for the account of LICENSEEas agreed upon between LICENSOR and COMPANY.

Infringement. 14.01 LICENSEE shall immediately notify LICENSOR If Licensor or Licensee obtain actual knowledge of any unauthorized use and/or suspected infringement or other violation (including, but not limited to, unfair competition and dilution) of the rights in or claimed infringement of the INTELLECTUAL PROPERTY. Such notification Service M▇▇▇ by any third party in the Territory, Licensee or Licensor, as the case may be, shall include, without limitation, immediately forwarding to LICENSOR any and all documents relating to any such unauthorized use or suspected infringement and providing LICENSOR with any and all facts and circumstances relating to such unauthorized use or suspected infringement. 14.02 LICENSOR shall have promptly notify the primaryother, and in the first instance sole, right Licensor and Licensee shall immediately consult as to institute a suit for infringement, unfair competition or other whether and what action should be taken with respect to any unauthorized use or suspected infringement. LICENSOR shall have the sole discretion to determine how to handle or otherwise deal with any infringement or unauthorized use violation or claimed infringement in the Territory. If Licensor decides against taking action, Licensee shall be entitled to take action against the infringement or other violation or claimed infringement or violation in the Territory. Upon the request of the INTELLECTUAL PROPERTYLicensee, including the right Licensor, at no cost to settle or otherwise compromise itself, agrees to be joined as a party, if necessary for bringing such action, provided that Licensee indemnify and hold Licensor harmless from any dispute or suitclaims, liabilities, losses, costs, damages, and shall promptly notify LICENSEE expenses (including attorneys’ fees) that Licensor may incur as a result of its decisionbeing joined as a party to such action. LICENSOR shall have no duty to initiate such litigation if, in its sole judgment, such litigation is not warranted or is not in its best interests. 14.03 LICENSEE may join and be represented inLicensor, at its own expense by its own counselno cost to itself, any proceeding relating and Licensee agree to any unauthorized use or suspected infringement to prove its own interests. 14.04 LICENSEE agrees that it shall, at all times, reasonably cooperate with LICENSOR and its counsel, fully in all respectsaspects of any action, with respect to any unauthorized use suit or suspected or alleged infringement at LICENSOR's expenseproceeding brought by Licensee, including, but not limited to, having LICENSEE's principals, directors, employees, officers and/or agents testifythe execution of necessary documents with regard to the settlement thereof, and making available any recordsincluding, paperswhen necessary and upon reasonable notice, information, specimens for preparation and attendance at trial. Any legal expenses incurred in the like when requested protection of the Service M▇▇▇ in the Territory Initiated by LICENSOR. 14.05 Any damages and/or recovery received pursuant to such litigation or settlement or compromise Licensor shall be borne by Licensor. Any legal expenses incurred in the sole and exclusive property protection of LICENSOR. 14.06 If LICENSOR decides, the Service M▇▇▇ in its discretion, not to take any action with respect to an unauthorized use or suspected infringement, then LICENSEE may, at its own option and sole expense, take such action on its own behalf as it deems appropriate and any damages, recovery, settlement or compromise obtained thereby the Territory initiated by Licensee shall be for the account of LICENSEEborne by Licensee.

Infringement. 14.01 A. LICENSEE shall immediately notify LICENSOR of any unauthorized use and/or suspected infringement of the INTELLECTUAL PROPERTYLICENSED MARKS. Such notification shall include, without limitation, immediately forwarding to LICENSOR any and all documents relating to any such unauthorized use or suspected infringement and providing LICENSOR with any and all facts and circumstances relating to such unauthorized use or suspected infringement. 14.02 B. LICENSOR shall have the primary, and in the first instance (see Section 12.F., below) sole, right to institute a suit for infringement, unfair competition competition, or other action with respect to any unauthorized use or suspected infringement. LICENSOR shall have the sole discretion to determine how to handle or otherwise deal with any suspected infringement or unauthorized use of the INTELLECTUAL PROPERTYLICENSED MARKS, including the right to settle or otherwise compromise any dispute or suit, and shall promptly notify LICENSEE of its decision. LICENSOR shall have no duty to initiate such litigation if, if in its sole judgment, judgment such litigation is not warranted or is not in its best interests. 14.03 C. LICENSEE may join and be represented in, at its own expense by its own counsel, any proceeding relating to any unauthorized use or suspected infringement to prove protect its own interests. 14.04 D. LICENSEE agrees that it shall, at all times, reasonably cooperate with LICENSOR and its counsel, in all respects, with respect to any unauthorized use or suspected or alleged infringement infringements at LICENSOR's expense, including, but not limited to, having LICENSEE's principals, directors, employees, officers officers, and/or agents testify, testify and making available any records, papers, information, specimens specimens, and the like when requested by LICENSOR. 14.05 E. Any damages and/or recovery received pursuant to such litigation or settlement settlements or compromise compromises shall be the sole and exclusive property of LICENSOR. 14.06 F. If LICENSOR decides, decides in its discretion, discretion not to take any action with respect to an unauthorized use or suspected infringement, then LICENSEE may, at its own option and sole expense, take such action on its own behalf as it deems appropriate and any damages, recovery, settlement settlement, or compromise obtained thereby shall be for the account of LICENSEE.

Infringement. 14.01 LICENSEE shall immediately The Distributor will promptly notify LICENSOR the Supplier in writing of any unauthorized possible infringement or illegal use and/or suspected infringement of the INTELLECTUAL PROPERTY. Such notification shall include, without limitation, immediately forwarding Trade Marks or any other Intellectual Property Rights that relate to LICENSOR any and all documents relating to any such unauthorized use or suspected infringement and providing LICENSOR with any and all facts and circumstances relating to such unauthorized use subsist or suspected infringement. 14.02 LICENSOR shall have reside in the primaryProducts of which the Distributor becomes aware, and in doing so will provide the first instance sole, right to institute a suit for infringement, unfair competition or other action Supplier with respect to any unauthorized use or suspected infringement. LICENSOR shall have all relevant information regarding the sole discretion to determine how to handle or otherwise deal with any possible infringement or unauthorized illegal use at the reasonable cost of the INTELLECTUAL PROPERTYDistributor. [Drafting note: depending on the country, including certain statutory rights of the Distributor to take action may need to be overridden expressly.] The Supplier has the right to settle or otherwise compromise any dispute or suit, and shall promptly notify LICENSEE of its decision. LICENSOR shall have but no duty to initiate such litigation if, in its sole judgment, such litigation is not warranted or is not in its best interests. 14.03 LICENSEE may join and be represented inobligation, at its own expense expense, to commence proceedings or take other action in the Territory regarding the possible infringement or illegal use of a Trade ▇▇▇▇ or any of its other Intellectual Property Rights. Any money paid or damages or costs awarded as a result is for the Supplier’s benefit. The Distributor will give the Supplier any assistance reasonably requested by its own counsel, any proceeding relating the Supplier in relation to any unauthorized proceedings commenced or other action taken in the Territory regarding the possible infringement or illegal use of a Trade ▇▇▇▇ or suspected any of the Supplier’s other Intellectual Property Rights. The Distributor will not commence proceedings or take any other action in the Territory against a third party for possible infringement or illegal use of a Trade ▇▇▇▇ or any of the Supplier’s other Intellectual Property Rights in the Territory without the Supplier’s prior written approval. The Distributor will promptly notify the Supplier in writing if the Distributor becomes aware that use of any of the Trade Marks or Intellectual Property Rights that relate to prove its own interests. 14.04 LICENSEE agrees that it shall, at all times, reasonably cooperate or subsist or reside in the Products or the sale or offer for sale of the Products infringes or allegedly infringes the intellectual property rights of a third party. The Distributor will not make any admissions or enter into any settlement or take any substantive step in connection with LICENSOR and its counsel, in all respects, with respect to any unauthorized use or suspected such infringement or alleged infringement infringement. The Distributor will co-operate with the Supplier’s reasonable requests [at LICENSOR's expense, including, but not limited to, having LICENSEE's principals, directors, employees, officers and/or agents testify, and making available any records, papers, information, specimens and the like when requested by LICENSORexpense of the Supplier] in taking all steps as the Supplier may consider advisable or necessary. 14.05 Any damages and/or recovery received pursuant to such litigation or settlement or compromise shall be the sole and exclusive property of LICENSOR. 14.06 If LICENSOR decides, in its discretion, not to take any action with respect to an unauthorized use or suspected infringement, then LICENSEE may, at its own option and sole expense, take such action on its own behalf as it deems appropriate and any damages, recovery, settlement or compromise obtained thereby shall be for the account of LICENSEE.

Infringement. 14.01 LICENSEE shall immediately notify LICENSOR of 8.1 Neither THOMSON, nor Alcatel nor any unauthorized use and/or suspected infringement one of the INTELLECTUAL PROPERTY. Such notification Alcatel Subsidiaries shall include, without limitation, immediately forwarding be liable to LICENSOR any and all documents relating Wavecom or to any such unauthorized use or suspected infringement and providing LICENSOR with any and all facts and circumstances relating to such unauthorized use or suspected infringement. 14.02 LICENSOR shall have the primary, and in the first instance sole, right to institute a suit Wavecom Subsidiaries for infringement, unfair competition or other action with respect to any unauthorized use or suspected infringement. LICENSOR shall have the sole discretion to determine how to handle or otherwise deal with any infringement or unauthorized alleged infringement of a patent, patent application or other intellectual property right held by a third party resulting from the manufacture, sale or use of the INTELLECTUAL PROPERTYLicensed Products by or for Wavecom or the Wavecom Subsidiaries. 8.2 If Wavecom or its Wavecom Subsidiaries become aware of any infringement whatsoever by third parties of one or several Licensed Patents, including the right to settle or otherwise compromise any dispute or suit, and shall promptly notify LICENSEE of its decision. LICENSOR Wavecom shall have no duty to initiate such litigation ifinform THOMSON of that fact by means of a written notice, it being understood and accepted that THOMSON shall decide, in its sole judgmentjudgement, as to whether it is opportune to adopt measures to remedy the said infringement and the nature of such litigation is not warranted or is not in its best interestsmeasures. 14.03 LICENSEE 8.3 No provision of the present Contract may join and be represented inconstrued: (a) as imposing any obligation on a Party or on Alcatel or on the Alcatel Subsidiaries to file proceedings or actions for infringement of Licensed Patents by virtue of these presents or to become a defendant in any proceedings or action filed by a third party disputing or affecting the validity of one of the said Licensed Patents hereunder; or (b) as granting, at its own expense by its own counselin any way whatsoever, a license or the right to copy or to imitate the appearance, commercial presentation and/or design of a product of THOMSON, Alcatel, and/or the Alcatel Subsidiaries; or (c) as granting, in any way whatsoever, any proceeding license whatsoever relating to the rights granted pursuant to Article 2 of this Contract to manufacture, use, sell or dispose in any unauthorized use other way of a product or suspected infringement device other than the Licensed Products; or (d) as granting, in any way whatsoever, a license in relation to prove its own intereststhe patent applications or patents (whether or not they cover the Licensed Products, in toto or in part) filed in the name of THOMSON itself or of the THOMSON Subsidiaries. 14.04 LICENSEE agrees 8.4 Notwithstanding Articles 8.2 and 8.3 (a) above, Alcatel and Thomson undertake to actively pursue their policy regarding granting licenses vis-à-vis third parties that it shall, at all times, reasonably cooperate with LICENSOR and its counsel, in all respects, with respect to any unauthorized use or suspected or alleged infringement at LICENSOR's expense, including, but do not limited to, having LICENSEE's principals, directors, employees, officers and/or agents testify, and making available any records, papers, information, specimens and the like when requested by LICENSOR. 14.05 Any damages and/or recovery received pursuant to such litigation or settlement or compromise shall be the sole and exclusive property of LICENSOR. 14.06 If LICENSOR decides, in its discretion, not to take any action with respect to an unauthorized use or suspected infringement, then LICENSEE may, at its own option and sole expense, take such action on its own behalf as it deems appropriate and any damages, recovery, settlement or compromise obtained thereby shall be hold patent rights necessary for the account design and/or manufacture and/or marketing of LICENSEEtheir own GSM/GPRS products, competing with the Licensed Products or the GSM Equipment covered by the Licensed Patents, insofar as that does not risk impairing the interests of Thomson and/or of Alcatel.

Infringement. 14.01 LICENSEE shall immediately notify LICENSOR of any unauthorized use and/or suspected infringement of the INTELLECTUAL PROPERTY. Such notification shall include, without limitation, immediately forwarding to LICENSOR any and all documents relating to any such unauthorized use or suspected infringement and providing LICENSOR with any and all facts and circumstances relating to such unauthorized use or suspected infringement. 14.02 LICENSOR shall have the primary, and in the first instance sole, right to institute a suit for infringement, unfair competition com­petition or other action with respect to any unauthorized use or suspected infringement. LICENSOR shall have the sole discretion to determine how to handle or otherwise deal with any infringement or unauthorized use of the INTELLECTUAL PROPERTY, including the right to settle or otherwise compromise any dispute or suit, and shall promptly notify LICENSEE of its decision. LICENSOR shall have no duty to initiate such litigation if, in its sole judgment, such litigation is not warranted or is not in its best interests. 14.03 LICENSEE may join and be represented in, at its own expense by its own counsel, any proceeding relating to any unauthorized use or suspected infringement to prove its own interests. 14.04 LICENSEE agrees that it shall, at all times, reasonably cooperate with LICENSOR and its counsel, in all respects, with respect to any unauthorized use or suspected or alleged infringement at LICENSOR's expense, including, but not limited to, having LICENSEE's principals, directors, employees, officers and/or agents testify, and making available any records, papers, information, specimens and the like when requested by LICENSOR. 14.05 Any damages and/or recovery received pursuant to such litigation or settlement or compromise shall be the sole and exclusive property of LICENSOR. 14.06 If LICENSOR decides, in its discretion, not to take any action with respect to an unauthorized use or suspected infringement, then LICENSEE may, at its own option and sole expense, take such action on its own behalf as it deems appropriate and any damages, recovery, settlement or compromise obtained thereby shall be for the account of LICENSEE.

Infringement. 14.01 LICENSEE shall immediately 10.01 UM and Company agree to notify LICENSOR each other promptly of any unauthorized use and/or suspected each infringement or possible infringement of the INTELLECTUAL PROPERTY. Such notification shall include, without limitation, immediately forwarding to LICENSOR any and all documents relating to any such unauthorized use or suspected infringement and providing LICENSOR with any and all facts and circumstances relating to such unauthorized use or suspected infringementPatent Rights of which either party becomes aware. 14.02 LICENSOR shall have the primary, and in the first instance sole, right to institute a 10.02 Company may (a) bring suit for infringement, unfair competition or other action with respect to any unauthorized use or suspected infringement. LICENSOR shall have the sole discretion to determine how to handle or otherwise deal with any infringement or unauthorized use of the INTELLECTUAL PROPERTY, including the right to settle or otherwise compromise any dispute or suit, and shall promptly notify LICENSEE of its decision. LICENSOR shall have no duty to initiate such litigation if, in its sole judgment, such litigation is not warranted or is not in its best interests. 14.03 LICENSEE may join and be represented inown name, at its own expense by expense, and on its own counselbehalf 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 proceeding relating claim or suit for infringement of the Patent Rights. Company may not compel UM or ISS to initiate or join in any such suit for patent infringement. Company may request UM or ISS to initiate or join in any such suit if necessary to avoid dismissal of the suit. If UM or ISS is made a party to any unauthorized use such suit, Company will reimburse and indemnify UM and ISS for any costs, expenses, or suspected fees which UM or ISS incurs as a result of its joinder. In all cases, Company agrees to keep UM reasonably apprised of the status and progress of any litigation. [***] Confidential treatment requested pursuant to a request for confidential treatment filed with the Securities and Exchange Commission. Omitted portions have been filed separately with the Commission. 10.03 If an infringement to prove action or a declaratory judgment action alleging invalidity or non-infringement of any of the 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 suit in its own interests. 14.04 LICENSEE agrees that it shall, at all times, reasonably cooperate with LICENSOR and its counsel, in all respects, with respect to any unauthorized use or suspected or alleged infringement at LICENSOR's expense, including, but not limited to, having LICENSEE's principals, directors, employees, officers and/or agents testify, and making available any records, papers, information, specimens and the like when requested by LICENSOR. 14.05 Any damages and/or recovery received pursuant to such litigation or settlement or compromise shall be the sole and exclusive property of LICENSOR. 14.06 If LICENSOR decides, in its discretion, not to take any action with respect to an unauthorized use or suspected infringement, then LICENSEE mayname, at its own option and sole expense, take such action and on its own behalf as it deems appropriate for presumably valid claims in the Patent Rights; (b) in any such suit, ultimately enjoin infringement and any collect for its use, damages, recoveryprofits, settlement and awards of whatever nature recoverable for such infringement; and (c) settle any claim or compromise obtained thereby shall 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 UM’s or ISS’s infringement or concede invalidation of any Patent Rights, without UM’s or ISS’s prior written consent, respectively. UM consent will not be unreasonably withheld. Company may not compel UM or ISS to initiate or join in any such suit. Company may request UM and ISS to initiate or join in any such suit if necessary to avoid dismissal of the suit. If UM or ISS is made a party to any such suit, Company will reimburse and indemnify UM or ISS for any costs, expenses, or fees which it incurs as a result of its joinder. In all cases, Company agrees to keep UM reasonably apprised of the account status and progress of LICENSEEany litigation. 10.04 (a) Company will not settle any action described in Section 10.02 or 10.03 without first notifying UM. In any action under Sections 10.02 or 10.03, the expenses of Company and UM, including costs, fees, attorney fees, and disbursements, will be paid by Company.

Infringement. 14.01 LICENSEE 13.1 The parties shall immediately notify LICENSOR inform each other promptly, in writing, of any unauthorized use and/or suspected alleged infringement of the INTELLECTUAL PROPERTYPatent Rights in the Licensed Territory and the Licensed Field of Use by a third party and any available evidence thereof. Such notification Licensor and Licensee shall include, without limitation, immediately forwarding consort one another in a timely manner concerning any appropriate response to LICENSOR any and all documents relating to any such unauthorized use or suspected infringement and providing LICENSOR with any and all facts and circumstances relating to such unauthorized use or suspected the infringement. 14.02 LICENSOR shall have 13.2 Licensee may prosecute such infringement at its own expense. If requested by Licensee, Licensor will join in any legal actions enforcing or defending the primaryPatent Rights against third parties in the Licensed Territory deemed necessary or advisable by Licensee to prevent or seek damages, or both, from the infringement of the Patent Rights provided that Licensee funds all costs associated with such actions, using counsel of Licensee's selection and subject to Licensor's approval which may not he unreasonably withheld, and in the first instance sole, right to institute a suit for infringement, unfair competition or other action indemnifies and holds Licensor harmless with respect to any unauthorized use claims or suspected infringementdamages trade against or sustained by Licensor in connection with such involvement. LICENSOR In all cases, Licensee shall keep Licensor reasonably apprised of the status and progress of any such litigation. 13.3 Licensee shall not settle or compromise any such suit in a mariner that would compromise Licensor's rights under this Agreement or the Patent Rights without Licensee's prior written consent, which shall not be unreasonably withheld. Subject to satisfying the obligations to Licensor under Section 13.2 herein, financial recoveries from any such litigation will he applied to reimburse Licensee for its litigation expenditures. with any remaining or additional recoveries being paid to Licensee, subject to a royalty due to Licensor based on treatment as Net Sales in accordance with the provisions of this Agreement. 13.4 Licensee's rights under Section 13 of this Agreement are subject to the continuing right of Licensor to intervene at Licensee's own expense and join Licensee in any claim or suit for infringement of the Patent Rights. Licensee and Licensor shall agree on the manner in which they shall exercise control over such action. Licensor shall have the sole discretion right to determine how have its own counsel if it so desired al its own expense. Financial recoveries from any such litigation will first be applied to handle or otherwise deal reimburse Licensee and Licensor for their litigation expenditures with additional recoveries being first subject to a royalty due to Licensor based on treatment as Net Sales in accordance with the provisions of this Agreement and then shared between Licensor and Licensee in proportion with their share of the litigation expenses in such infringement action. 13.5 If Licensee fails to prosecute any infringement or unauthorized use within six (6) months of notice of such infringement, Licensor may prosecute such infringement al its own expense. In such event, financial recoveries will he entirely retained by licensor. 13.6 In any action to enforce any of the INTELLECTUAL PROPERTYPatent Rights, either party, at the request and expense of the other party shall cooperate to the fullest extent reasonably possible at the requesting party's expense. This provision shall not be construed to require either party to undertake any activities, including the right to settle or otherwise compromise any dispute or suit, and shall promptly notify LICENSEE of its decision. LICENSOR shall have no duty to initiate such litigation if, in its sole judgment, such litigation is not warranted or is not in its best interests. 14.03 LICENSEE may join and be represented inlegal discovery, at its own expense the request of any third party except as may be required by its own counsel, any proceeding relating to any unauthorized use or suspected infringement to prove its own interestslawful process of a court of competent jurisdiction. 14.04 LICENSEE agrees that it shall, at all times, reasonably cooperate with LICENSOR and its counsel, in all respects, with respect to any unauthorized use or suspected or alleged infringement at LICENSOR's expense, including, but not limited to, having LICENSEE's principals, directors, employees, officers and/or agents testify, and making available any records, papers, information, specimens and the like when requested by LICENSOR. 14.05 Any damages and/or recovery received pursuant to such litigation or settlement or compromise shall be the sole and exclusive property of LICENSOR. 14.06 If LICENSOR decides, in its discretion, not to take any action with respect to an unauthorized use or suspected infringement, then LICENSEE may, at its own option and sole expense, take such action on its own behalf as it deems appropriate and any damages, recovery, settlement or compromise obtained thereby shall be for the account of LICENSEE.

Infringement. 14.01 LICENSEE COMPANY shall immediately notify LICENSOR inform [**] promptly in writing of any unauthorized use and/or suspected alleged infringement of the INTELLECTUAL PROPERTYPATENT RIGHTS by a third party and of any available evidence thereof. Such notification Subject to COMPANY’s right to join in the prosecution of infringements set forth below, the OWNERS shall have the right, but not the obligation, to prosecute in their own discretion and at their own expense, all infringements of the PATENT RIGHTS. The total cost of any such sole infringement action shall be borne by the OWNERS, and the OWNERS shall keep any recovery or damages derived therefrom. In any such infringement suits, COMPANY shall, at the OWNERS’ expense, cooperate in all respects. COMPANY shall have the right to join the OWNERS’ prosecution of any infringements of the PATENT RIGHTS: In any such joint infringement suits, the OWNERS and COMPANY will cooperate in all respects. The OWNERS and COMPANY will agree in good faith on the sharing of the total cost of any such joint infringement action and the sharing of any recovery or damages derived therefrom. In the event that the OWNERS decide not to prosecute infringements of the PATENT RIGHTS, neither solely nor jointly with COMPANY, [**] shall offer to COMPANY to prosecute any such infringement in its own discretion and at its own expense. ... The OWNERS shall, at COMPANY’S expense, cooperate. The total cost of any such sole infringement action shall be borne by COMPANY, and COMPANY shall keep any recovery or damages derived therefrom. In the event that COMPANY intends to make any arrangements with the infringer to settle the infringement (such as sublicenses), and solely the OWNERS or the OWNERS jointly with COMPANY have prosecuted the infringement, any such settlement needs the prior written approval of [**], which shall not unreasonably be withheld; reasons to withheld include, without limitation, immediately forwarding that the settlement is financially disadvantageous for the OWNERS or [**]. Any infringer to LICENSOR any and all documents relating to any which COMPANY grants such unauthorized use or suspected infringement and providing LICENSOR with any and all facts and circumstances relating to such unauthorized use or suspected infringement. 14.02 LICENSOR shall have the primary, and in the first instance sole, right to institute a suit for infringement, unfair competition or other action with respect to any unauthorized use or suspected infringement. LICENSOR shall have the sole discretion to determine how to handle or otherwise deal with any infringement or unauthorized use of the INTELLECTUAL PROPERTY, including the right to settle or otherwise compromise any dispute or suit, and shall promptly notify LICENSEE of its decision. LICENSOR shall have no duty to initiate such litigation if, in its sole judgment, such litigation is not warranted or is not in its best interests. 14.03 LICENSEE may join and be represented in, at its own expense by its own counsel, any proceeding relating to any unauthorized use or suspected infringement to prove its own interests. 14.04 LICENSEE agrees that it shall, at all times, reasonably cooperate with LICENSOR and its counsel, in all respects, with respect to any unauthorized use or suspected or alleged infringement at LICENSOR's expense, including, but not limited to, having LICENSEE's principals, directors, employees, officers and/or agents testify, and making available any records, papers, information, specimens and the like when requested by LICENSOR. 14.05 Any damages and/or recovery received pursuant to such litigation or settlement or compromise sublicenses shall be the sole and exclusive property of LICENSORa SUBLICENSEE under this Agreement. 14.06 If LICENSOR decides, in its discretion, not to take any action with respect to an unauthorized use or suspected infringement, then LICENSEE may, at its own option and sole expense, take such action on its own behalf as it deems appropriate and any damages, recovery, settlement or compromise obtained thereby shall be for the account of LICENSEE.

Infringement. 14.01 LICENSEE (a) Seller shall immediately notify LICENSOR defend, indemnify, and hold harmless Buyer, each of any unauthorized use and/or suspected infringement Buyer’s affiliates, customers and users of the INTELLECTUAL PROPERTY. Such notification shall includeMaterials, without limitationand each of the foregoing’s directors, immediately forwarding to LICENSOR officers, members, managers, employees, agents, successors, and assigns from and against any and all documents relating loss, damage, or liability, including costs and expenses, which may be incurred on account of any suit, claim, judgment or demand, involving infringement, misuse, misappropriation or alleged infringement, misuse, or misappropriation of any patent, trademark, copyright, data rights, trade secrets, or any other intellectual property rights of any third party in the performance, design, manufacture, use, sale, development, delivery, or disposition of any Materials or services supplied hereunder (an “IP Claim”). Buyer shall notify Seller of any suit instituted against it and, to the fullest extent of its ability to do so, shall permit Seller to defend the same (with counsel reasonably acceptable to Buyer) or make settlement on terms acceptable to Buyer in respect thereof. ▇▇▇▇▇ does not grant indemnity to Seller for infringement of any such unauthorized use patent, trademark, copyright, data rights, or suspected any other intellectual property rights. Without abrogating or otherwise limiting Seller’s defense and indemnity obligations, if an IP Claim has been or may be asserted against Seller and/or Buyer due to a Material/service provided hereunder, Seller must, at Seller’s expense: (i) procure the right for Buyer to continue using the Material/service; (ii) replace or modify the Material/service to eliminate the alleged infringement while providing substantially equivalent quality and providing LICENSOR with functionality; or (iii) if the performance under subsections (i) and (ii) are not possible and upon ▇▇▇▇▇’s written consent, refund all amounts paid by Buyer for the applicable Material/services.‌ (b) The Seller hereby grants to Buyer a license to repair, rebuild, and relocate and to have repaired, rebuilt, and relocated any and all facts and circumstances relating to such unauthorized use or suspected infringementMaterials purchased by Buyer under this Order. 14.02 LICENSOR shall have the primary, and in the first instance sole, right to institute a suit for infringement, unfair competition or other action with respect to any unauthorized use or suspected infringement. LICENSOR shall have the sole discretion to determine how to handle or otherwise deal with any infringement or unauthorized use of the INTELLECTUAL PROPERTY, including the right to settle or otherwise compromise any dispute or suit, and shall promptly notify LICENSEE of its decision. LICENSOR shall have no duty to initiate such litigation if, in its sole judgment, such litigation is not warranted or is not in its best interests. 14.03 LICENSEE may join and be represented in, at its own expense by its own counsel, any proceeding relating to any unauthorized use or suspected infringement to prove its own interests. 14.04 LICENSEE agrees that it shall, at all times, reasonably cooperate with LICENSOR and its counsel, in all respects, with respect to any unauthorized use or suspected or alleged infringement at LICENSOR's expense, including, but not limited to, having LICENSEE's principals, directors, employees, officers and/or agents testify, and making available any records, papers, information, specimens and the like when requested by LICENSOR. 14.05 Any damages and/or recovery received pursuant to such litigation or settlement or compromise shall be the sole and exclusive property of LICENSOR. 14.06 If LICENSOR decides, in its discretion, not to take any action with respect to an unauthorized use or suspected infringement, then LICENSEE may, at its own option and sole expense, take such action on its own behalf as it deems appropriate and any damages, recovery, settlement or compromise obtained thereby shall be for the account of LICENSEE.

Infringement. 14.01 LICENSEE 11.2.1 Par and Advancis shall immediately notify LICENSOR inform each other promptly in writing of any unauthorized use and/or suspected infringement of the INTELLECTUAL PROPERTY. Such notification shall include, without limitation, immediately forwarding to LICENSOR any and all documents relating to any such unauthorized use alleged or suspected infringement by a Third Party of any of Advancis Patent Rights, Advancis Know-How or Program Developments, and providing LICENSOR with of any and all facts and circumstances relating to such unauthorized use or suspected infringementavailable evidence thereof. 14.02 LICENSOR shall have 11.2.2 Subject to Sections 11.2.3 and 11.2.4, Advancis may, at its sole option and expense, prosecute the primaryinfringement of any Advancis Patent Rights, and Advancis Know-How or Program Developments. 11.2.3 In the event that a Third Party infringes Advancis Patent Rights, Advancis Know-How or Program Developments owned by Advancis by manufacture, sale or use of a Product in the first instance soleTerritory (a “Product Infringement”), right then the Parties shall discuss whether or not to institute a suit for infringement, unfair competition or other an infringement action with respect to any unauthorized use or suspected infringementsuch Product Infringement. LICENSOR If the Parties agree to institute such a suit, then Advancis shall have the sole discretion to determine how to handle or otherwise deal with any infringement or unauthorized use of the INTELLECTUAL PROPERTY, institute and control such suit including the right to settle settlement or otherwise compromise any dispute or suit, and shall promptly notify LICENSEE of its decisionthereof. LICENSOR shall have no duty to initiate such litigation if, in its sole judgment, such litigation is not warranted or is not in its best interests. 14.03 LICENSEE may join and be represented in, at its own expense by its own counsel, any proceeding relating to any unauthorized use or suspected infringement to prove its own interests. 14.04 LICENSEE agrees that it Par shall, at all timesthe request of Advancis, reasonably cooperate with LICENSOR provide reasonable cooperation and, to the extent possible, have its employees testify when requested and its counsel, in all respects, with respect to any unauthorized use or suspected or alleged infringement at LICENSOR's expense, including, but not limited to, having LICENSEE's principals, directors, employees, officers and/or agents testify, and making make available any relevant records, papers, information, Samples, specimens and the like like. Advancis may join Par as a party, and Par shall execute all papers and perform such acts as may be reasonably required. The cost and expense of such suit shall be shared by the Parties equally. Any royalties, payments, damages, expense, fees or other awards (collectively, “Damages”), received by Advancis and/or Par as a result of such suit, whether through judgment or settlement, shall first be used to reimburse each Party for its expenses associated with such infringement suit and then any remainder shall be shared by the Parties equally, with such share of the Damages to be paid to the other party, as applicable, as soon as practicable upon receipt of the Damages. 11.2.4 In the event that only Advancis does not agree to institute a suit against a Product Infringement pursuant to Section 11.2.3 within [***] of being notified of such alleged or suspected infringement, Par may, at its option and expense prosecute such infringement of any Advancis Patent Rights, Advancis Know-How or Program Developments owned by Advancis, provided that Par can demonstrate through any industry recognized survey that such sales of Product by the alleged or suspected infringer in the Territory exceeds [***] of the sales in the Territory of the Product by Par during the most recently completed [***] and [***]. However, Par shall not prosecute such infringement if Advancis [***]. Such negotiation shall be conducted between the Advancis and Par designees of the Executive Committee, and if agreement cannot be reached, such [***] will be determined in accordance with the dispute resolution process set forth in Section 17.2.2 herein. In any such infringement suit Par may institute to enforce Advancis Patent Rights, Advancis Know-How or Program Developments owned by Advancis, Advancis shall, at the request and expense of Par, provide reasonable cooperation and, to the extent possible, have its employees testify when requested and make available relevant records, papers, information, Samples, specimens and the like. Par may join Advancis as a party, and Advancis shall execute all papers and perform such acts as may be reasonably required, at the expense of Par. Par shall bear all the cost and expense of such suit and Par shall retain all payment, costs and damages received as a result thereof, whether by LICENSORjudgment, settlement compromise or otherwise Par shall not have the right to settle or compromise such action or take any steps that adversely affect the scope, validity, enforceability or ownership of Advancis Patent Rights or Advancis Know-How without the written consent of Advancis. 14.05 Any damages and/or recovery received 11.2.5 In the event that only Par does not agree to institute suit against a Product Infringement pursuant to Section 11.2.3 within [***] of being notified of such litigation or settlement or compromise shall be the sole and exclusive property of LICENSOR. 14.06 If LICENSOR decides, in its discretion, not to take any action with respect to an unauthorized use alleged or suspected infringement, then LICENSEE mayAdvancis shall have the right to institute such an infringement suit at its cost and expense and to retain all payment, costs and damages received as a result thereof, whether by judgment, settlement compromise or otherwise. 11.2.6 In the event that a declaratory judgment action alleging invalidity or non-infringement of any Advancis Patent Rights, Advancis Know-How or Program Developments [***] INDICATES MATERIAL THAT HAS BEEN OMITTED AND FOR WHICH CONFIDENTIAL TREATMENT HAS BEEN REQUESTED. ALL SUCH OMITTED MATERIAL HAS BEEN FILED WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 24b-2 UNDER THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED. shall be brought against Advancis and/or Par, Advancis, at its option, shall have the right, within [***] after commencement of such action, to take over the sole defense of the action at its own option and expense. In the event that Advancis does not so elect to take over the sole defense of the action at its own expense, take Par shall be free to proceed and solely control such defense. To the extent that any Damages become payable to any Third Party as a result of such action, whether through judgment or settlement, the Parties shall bear such Damages equally, and shall contribute such share as promptly as practicable. Any Damages received by Advancis and/or Par as a result of such action, whether through judgment or settlement, shall first be used to reimburse each Party for its expenses associated with such infringement suit not otherwise reimbursed and then any remainder shall be shared by the Parties equally, with such share of the Damages to be paid to the other party, as applicable, as soon as practicable upon receipt of the Damages. 11.2.7 In the event that a third party institutes any suit against Par and/or Advancis for patent infringement involving the Products, the Party sued shall promptly notify the other Party in writing. Advancis shall assume the defense of such suit, provided, however, that if Par is also a defendant in such action and Par shall have reasonably concluded that there may be legal defenses available to it that are different from or additional to those available to Advancis, Par shall have the right to select separate counsel to participate in such legal defenses on Par’s behalf. The Parties shall share the cost and expense of such defense equally. Each Party shall, at the other’s request, provide to it reasonable assistance and cooperation with respect to any such suit. To the extent that any Damages become payable to any third party as a result of such action, whether through judgment or settlement, the Parties shall bear such Damages equally, and shall contribute such share as promptly as practicable. Any Damages received by Advancis and/or Par as a result of such action, whether through judgment or settlement, shall first be used to reimburse each Party for its own behalf as it deems appropriate expenses associated with such infringement suit not otherwise reimbursed and then any damages, recovery, settlement or compromise obtained thereby remainder shall be shared by the Parties equally, with such share of the Damages to be paid to the other party, as applicable, as soon as practicable upon receipt of the Damages. 11.2.8 If either Party becomes aware of a patent or patent application that, when issued, might provide a basis for a Third Party argument that its valid rights are being infringed by the account manufacture, use or sale of LICENSEEthe Products hereunder, then such Party shall promptly inform the other Party of such patent or patent application, and the Parties shall cooperate with each other so that each Party can determine whether valid rights of a third party are likely to be infringed by the manufacture, use or sale of the Products hereunder. 11.2.9 If either Party believes that a license from a third party is necessary to avoid infringement of patents of the third party, the Executive Committee shall: 1) determine whether or not to seek such a license, 2) appoint a negotiator to negotiate the terms of such a license, 3) determine whether or not to enter into such a license as negotiated by the negotiator, and 4) determine how the expenses of such a license shall be borne by the Parties. If the Executive Committee cannot agree with regard to any responsibility set forth in the preceding sentence, such issue shall be determined by arbitration in accordance with Section 17.2.2. [***] INDICATES MATERIAL THAT HAS BEEN OMITTED AND FOR WHICH CONFIDENTIAL TREATMENT HAS BEEN REQUESTED. ALL SUCH OMITTED MATERIAL HAS BEEN FILED WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 24b-2 UNDER THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED.

Infringement. 14.01 LICENSEE shall immediately notify LICENSOR (a) In the event that Licensee, any of Licensee's Subsidiaries or Licensee's sublicensees becomes aware of any unauthorized use and/or suspected infringement of the INTELLECTUAL PROPERTY. Such notification Licensed Marks in the Territory, or of any uses of confusingly or substantially similar trademarks, service marks, trade names or domain names, on or in connection with the marketing, advertising or provision of similar products or services (each, an "Unauthorized Use"), Licensee shall include, without limitation, immediately forwarding to LICENSOR any and all documents relating to any such unauthorized use or suspected infringement and providing LICENSOR promptly provide Licensor with any and all facts and circumstances relating to such unauthorized use or suspected infringementwritten notice thereof. 14.02 LICENSOR (b) Licensor shall have the primaryright, but not the obligation (except as otherwise expressly provided in this Section 6(b) or in Section 6(c)), to challenge and attempt to eliminate each Unauthorized Use. In the event that Licensor decides to bring an enforcement action, Licensee shall reasonably cooperate (and shall require Licensee's Subsidiaries and Licensee's sublicensees to reasonably cooperate), at Licensor's expense, with Licensor in investigating, prosecuting and settling any enforcement action instituted by Licensor against any Person engaging in an Unauthorized Use. Licensor may bring an action in the first instance sole, right to institute a suit for infringement, unfair competition name of Licensor alone or other action in the name of both Licensor and Licensee (including Licensee's Subsidiaries and Licensee's sublicensees) with respect to any unauthorized use or suspected infringementcounsel of Licensor's choosing but at Licensor's expense. LICENSOR shall have the sole discretion to determine how to handle or otherwise deal with any infringement or unauthorized use of the INTELLECTUAL PROPERTY, including the right to settle or otherwise compromise any dispute or suit, and shall promptly notify LICENSEE of its decision. LICENSOR shall have no duty to initiate such litigation if, in its sole judgment, such litigation is not warranted or is not in its best interests. 14.03 LICENSEE may join and be represented inLicensee, at its own expense by expense, shall have the right to participate with counsel of its own counselchoice in the investigation, prosecution and/or settlement of any such enforcement action instituted by Licensor. Licensor shall retain any and all proceeds recovered in any such enforcement action. (c) Subject to Section 6(b), neither Licensee, any proceeding relating Subsidiary of Licensee nor any of Licensee's sublicensees shall have the right to prosecute or settle an infringement action against any unauthorized use or suspected infringement to prove its own interestsPerson who engages in an Unauthorized Use. 14.04 LICENSEE agrees that it shall, at all times, reasonably cooperate with LICENSOR and its counsel, in all respects, with respect to any unauthorized use or suspected or alleged infringement at LICENSOR's expense, including, but not limited to, having LICENSEE's principals, directors, employees, officers and/or agents testify, and making available any records, papers, information, specimens and the like when requested by LICENSOR. 14.05 Any damages and/or recovery received pursuant to such litigation or settlement or compromise shall be the sole and exclusive property of LICENSOR. 14.06 If LICENSOR decides, in its discretion, not to take any action with respect to an unauthorized use or suspected infringement, then LICENSEE may, at its own option and sole expense, take such action on its own behalf as it deems appropriate and any damages, recovery, settlement or compromise obtained thereby shall be for the account of LICENSEE.

Infringement. 14.01 LICENSEE shall immediately notify LICENSOR of 9.1 In the event that any unauthorized use and/or suspected infringement of the INTELLECTUAL PROPERTY. Such notification shall includesuit, without limitation, immediately forwarding to LICENSOR any and all documents relating to any such unauthorized use or suspected infringement and providing LICENSOR with any and all facts and circumstances relating to such unauthorized use or suspected infringement. 14.02 LICENSOR shall have the primary, and in the first instance sole, right to institute a suit for infringement, unfair competition action or other action with respect to proceeding shall be brought against Licensee involving any unauthorized use claim of patent, trademark, copyright or suspected infringement. LICENSOR shall have the sole discretion to determine how to handle or otherwise deal with any trade secret infringement or unauthorized based upon Licensee’s use of the INTELLECTUAL PROPERTYLicensed Technology or Licensed Trademarks hereunder, including the right Licensee shall promptly send to settle or otherwise compromise any dispute or Licensor copies of all papers which shall have been served in such suit, and shall promptly notify LICENSEE action, or other proceeding. In the defense of any such claim, Licensee will cooperate fully with Licensor, will on reasonable notice have any of its decision. LICENSOR shall have no duty to initiate such litigation ifemployees, in its sole judgment, such litigation is not warranted or is not in its best interests. 14.03 LICENSEE may join and be represented in, at its own expense by its own counsel, any proceeding relating to any unauthorized use or suspected infringement to prove its own interests. 14.04 LICENSEE agrees that it shall, at all times, reasonably cooperate with LICENSOR and its counsel, in all respects, with respect to any unauthorized use or suspected or alleged infringement at LICENSOR's expense, including, but not limited to, having LICENSEE's principalsofficers, directors, employees, officers and/or agents testifyand other representatives testify when requested by Licensor, and making will on reasonable notice, make available any to Licensor all relevant records, papers, information, samples, specimens and the like like. Licensor will also hold Licensee harmless from and indemnify Licensee against any and all liability, damage, costs, and expenses (including, without limitation, reasonable attorneys’ fees) incurred by Licensee in connection therewith, but solely to the extent that such liability, damage, costs and/or expenses stems from Licensee’s use of the Licensed Technology and/or Licensed Trademarks in accordance with this Agreement. Licensee shall be entitled to deduct from/apply against the amount due pursuant to Section 4 of this Agreement any amount due from Licensor for such indemnification. 9.3 Licensee will promptly notify Licensor of any infringement, counterfeiting, imitation, or passing off the Licensed Technology or any Licensed Trademark of which it becomes aware, but Licensee will not take any action, legal or otherwise, with respect to such infringement, counterfeiting, imitation, passing off, without the prior consent of Licensor. Licensor, either in its name or in Licensee’s name, or in the names of both, may, but is not obligated to, take any action, legal or otherwise, to protect the Licensed Technology and/or the Licensed Trademarks that Licensor deems necessary or desirable, within Licensor’s sole discretion. In any such action so instituted by Licensor, Licensee will cooperate with Licensor and, will on reasonable notice have any of its employees, officers, directors, managers, trustees, agents, and other representatives testify when requested by LICENSORLicensor and, on reasonable notice, will make available to Licensor all relevant records, papers, information, samples, specimens, and the like. Any and all money recoveries received in connection therewith shall accrue to Licensor. 14.05 Any damages and/or recovery received pursuant to such litigation or settlement or compromise shall be the sole and exclusive property of LICENSOR. 14.06 If LICENSOR decides, in its discretion, not to take any action with respect to an unauthorized use or suspected infringement, then LICENSEE may, at its own option and sole expense, take such action on its own behalf as it deems appropriate and any damages, recovery, settlement or compromise obtained thereby shall be for the account of LICENSEE.

Infringement. 14.01 LICENSEE shall immediately notify LICENSOR 10.1 When information comes to the attention of CyDex or KU that any unauthorized use and/or suspected infringement of the INTELLECTUAL PROPERTY. Such notification shall includerights granted by this Agreement or the License has been or is threatened to be unlawfully infringed, without limitation, immediately forwarding to LICENSOR any and all documents relating to any such unauthorized use or suspected infringement and providing LICENSOR with any and all facts and circumstances relating to such unauthorized use or suspected infringement. 14.02 LICENSOR KU shall have the primary, and in the first instance sole, right at its expense to institute a suit for take such action as it may deem necessary to prosecute or prevent such unlawful disclosure or infringement, unfair competition or other action with respect to any unauthorized use or suspected infringement. LICENSOR shall have the sole discretion to determine how to handle or otherwise deal with any infringement or unauthorized use of the INTELLECTUAL PROPERTY, including the right to settle bring or otherwise compromise defend any dispute or suit, action or proceeding involving such suit, action, or proceeding, if appropriate. If KU does not, within [***] days after giving or receiving notice to CyDex of the above-described information, notify CyDex of KU’s intent to bring suit against any infringer, CyDex shall have the right to bring suit for such alleged infringement, but it shall not be obligated to do so, and may join KU as party plaintiff, if appropriate, in which event CyDex shall promptly notify LICENSEE hold KU free, clear and harmless from any and all costs and expenses of such litigation, including attorney’s fees, and any sums recovered in any such suit or in its settlement shall belong to CyDex. However, [***] percent ([***]%) of any such sums received by CyDex, after deduction of the costs and expenses of litigation, including attorney’s fees paid, shall be paid to KU. Each party shall have the right to be represented by the counsel of its decision. LICENSOR shall have no duty to initiate such litigation if, in its sole judgment, such litigation is not warranted or is not in its best interests. 14.03 LICENSEE may join own selection and be represented in, at its own expense in any suit instigated by its own counselthe other for infringement, under the terms of this Paragraph. If CyDex lacks standing to bring any such suit, action or proceeding, then KU shall do so at the request of CyDex and at CyDex’s expense. 10.2 KU will cooperate with CyDex at CyDex’s expense in the defense of any suit, action or proceeding against CyDex or any sublicensee of CyDex alleging the infringement of the intellectual property rights of a third party by reason of the use of Patent Rights in the manufacture, use or sale of any product under License. CyDex shall give KU prompt written notice of the commencement of any such suit, action or proceeding or claim of infringement and will furnish KU a copy of each communication relating to the alleged infringement. If the parties agree that KU should institute or join any unauthorized use suit, action or suspected infringement proceeding pursuant to prove its own interests. 14.04 LICENSEE agrees that it shallthis Section, at CyDex may join KU as a defendant if necessary or desirable, and KU shall execute all times, reasonably cooperate *** Certain information on this page has been omitted and filed separately with LICENSOR and its counsel, in all respects, the Commission. Confidential treatment has been requested with respect to any unauthorized use the omitted portions. documents and take all other actions, including giving testimony, which may reasonably be required in connection with the prosecution of such suit, action or suspected or alleged infringement at LICENSOR's expense, including, but not limited to, having LICENSEE's principals, directors, employees, officers and/or agents testify, and making available any records, papers, information, specimens and the like when requested by LICENSORproceeding. 14.05 Any damages and/or recovery received pursuant to such litigation or settlement or compromise shall be the sole and exclusive property of LICENSOR. 14.06 If LICENSOR decides, in its discretion, not to take any action with respect to an unauthorized use or suspected infringement, then LICENSEE may, at its own option and sole expense, take such action on its own behalf as it deems appropriate and any damages, recovery, settlement or compromise obtained thereby shall be for the account of LICENSEE.

Infringement. 14.01 LICENSEE shall immediately (a) ECC and Sublicensee will promptly notify LICENSOR (within 30 days) one another of any unauthorized use and/or suspected apparent infringement of the INTELLECTUAL PROPERTY. Such notification shall includeTechnology (whether or not such apparent infringement is within the Field of Use) or of the Trademarks which comes to their attention while the Sublicense remains in effect, without limitationand if in ECC's opinion the apparent infringement has substantial and adverse consequences, immediately forwarding ECC shall, at its sole cost and expense, bring suit to LICENSOR any and all documents relating to any enjoin such unauthorized use or suspected infringement and providing LICENSOR with to recover damages therefor. In any action brought by ECC pursuant to this subparagraph, ECC shall select and all facts and circumstances relating to control counsel for the prosecution of such unauthorized use or suspected infringement. 14.02 LICENSOR suit. Sublicensee shall (i) have the primaryright to receive, from time to time, full and complete information from ECC concerning the status of such suit, (ii) have the right, at Sublicensee's own expense, to be represented therein by counsel in an advisory capacity, and (iii) cooperate fully with ECC and provide whatever assistance is reasonably requested by ECC in the first instance sole, right to institute a suit for infringement, unfair competition or other action connection with respect to any unauthorized use or suspected infringement. LICENSOR shall have the sole discretion to determine how to handle or otherwise deal with any infringement or unauthorized use of the INTELLECTUAL PROPERTYsuch suit, including the right preparation and signing of documents. If ECC decides not to settle bring suit to enjoin an alleged infringement either because it is deemed inadvisable or otherwise compromise any dispute or suitDE MINIMIS, and shall promptly notify LICENSEE of its decision. LICENSOR shall have no duty to initiate such litigation ifaction will be required by ECC; however, in its sole judgment, such litigation is not warranted or is not in its best interests. 14.03 LICENSEE may join and be represented inECC's Licensor shall, at its own expense cost and expense, have the right, but not the obligation, to bring suit to enjoin such infringement and to recover damages therefore. In the event ECC's Licensor elects to bring suit, Sublicensee's rights and obligations hereunder shall be the same as if ECC had undertaken to enjoin such infringement. In the event the action taken by ECC or its Licensor is not satisfactory to Sublicensee, then Sublicensee shall have the right, at its sole cost, to take whatever action it deems appropriate in its own counselname against an alleged infringer. Additionally, ECC and its Licensor shall (1) have the right to consult with Sublicensee prior to Sublicensee pursuing legal action against a potential infringer and thereafter shall have the right to receive, from time to time, full and complete information from Sublicensee concerning any proceeding relating actions Sublicensee has taken against an alleged infringer, and (ii) have the right, at ECC's or its Licensor's, as applicable, own expense, to be represented by counsel in an advisory capacity in any unauthorized use or suspected infringement to prove its own interestslegal proceedings initiated by Sublicensee. 14.04 LICENSEE agrees that it (b) ECC and Sublicensee will promptly notify (within 30 days) one another of any apparent infringement of any Sublicensee owned Process Improvement (whether or not such apparent infringement is within the Field of Use) which comes to their attention and, if in Sublicensee's opinion, the apparent infringement has substantial and adverse consequences, Sublicensee shall, at all timesits sole cost and expense, bring suit to enjoin such infringement and to recover damages therefor. In any action brought by Sublicensee pursuant to this subparagraph, Sublicensee shall select and control counsel for the prosecution of such suit. ECC shall (i) have the right to receive, from time to time, full and complete information from Sublicensee concerning the status of such suit, (ii) have the right, at ECC's own expense, to be represented therein by counsel in an advisory capacity, and (iii) cooperate fully with Sublicensee and provide whatever assistance is reasonably cooperate requested by Sublicensee in connection with LICENSOR such suit, including the preparation and its counsel, in all respects, with respect signing of documents. If Sublicensee decides not to any unauthorized use or suspected or bring suit to enjoin an alleged infringement at LICENSOR's expenseof Sublicensee owned Process Improvements either because it is deemed inadvisable or DE MINIMIS, includingno such action will be required by Sublicensee. In the event the action taken by Sublicensee is not satisfactory to ECC, then ECC shall have the right but not limited to, having LICENSEE's principals, directors, employees, officers and/or agents testify, and making available any records, papers, information, specimens and the like when requested by LICENSOR. 14.05 Any damages and/or recovery received pursuant to such litigation or settlement or compromise shall be the sole and exclusive property of LICENSOR. 14.06 If LICENSOR decides, in its discretion, not to take any action with respect to an unauthorized use or suspected infringement, then LICENSEE mayobligation, at its own option and sole expensecost, to take such whatever action on its own behalf as it deems appropriate and any damagesin its own name against an alleged infringer. Additionally, recovery, settlement or compromise obtained thereby Sublicensee shall be for (i) have the account of LICENSEE.right to consult with ECC prior to ECC pursuing legal action against

Infringement. 14.01 LICENSEE (a) Monogram shall immediately notify LICENSOR MW promptly of any unauthorized use and/or suspected infringement of the INTELLECTUAL PROPERTY. Such notification shall includeinfringements, without limitation, immediately forwarding to LICENSOR any and all documents relating to any such unauthorized use or suspected infringement and providing LICENSOR with any and all facts and circumstances relating to such unauthorized use or suspected infringement. 14.02 LICENSOR shall have the primary, and in the first instance sole, right to institute a suit for infringement, unfair competition or other action with respect to any unauthorized use or suspected infringement. LICENSOR shall have the sole discretion to determine how to handle or otherwise deal with any infringement imitations or unauthorized use of the INTELLECTUAL PROPERTYLicensed Marks by any credit provider(s) (collectively, including "Infringements") of which Monogram becomes aware. MW shall take such steps as it deems reasonable in the circumstances to ▇▇▇▇▇ any such Infringements. Except as provided below, MW shall have the sole right, at its expense, to bring any action on account of any infringements, and Monogram shall cooperate with MW as MW may request (and at MW's expense), in connection with any such action reasonably brought by MW. MW may settle infringements at its sole discretion (but shall use best efforts not to settle in a manner that conflicts with Monogram's rights hereunder), and may retain any and all resulting damages and/or other compensation paid by the infringer(s). If MW does not undertake appropriate steps to ▇▇▇▇▇ an Infringement within ninety (90) calendar days after notice thereof from Monogram, Monogram may prosecute the same, at its expense, provided that no settlement shall be made without the prior written approval of MW. Monogram shall advise MW periodically of the status of such action and promptly of any material developments. MW reserves the right to settle or otherwise compromise participate at any dispute or suittime in such proceedings. In the event that any damage, settlement and/or compensation are paid in connection with any such action brought by Monogram, Monogram shall first retain an amount reimbursing its expenses, any remaining amount shall be divided equally between MW and shall promptly notify LICENSEE of its decision. LICENSOR Monogram. (b) MW shall have no duty to initiate such litigation if, in its the sole judgment, such litigation is not warranted or is not in its best interests. 14.03 LICENSEE may join and be represented inright, at its own expense by its own counselexpense, to defend and settle any proceeding relating to action that may be commenced against MW or Monogram alleging that use of the Licensed Marks infringe any unauthorized use or suspected infringement to prove its own interests. 14.04 LICENSEE agrees that it rights of others. In such event, Monogram shall, at all timesthe reasonable direction of MW, reasonably cooperate with LICENSOR and promptly discontinue its counseluse of the Licensed Marks alleged to infringe rights of others. If MW does not give notice to Monogram of its intent to defend or settle such action against Monogram or affecting Monogram's use of the Licensed Marks within ninety (90) calendar days after notice thereof from Monogram, in all respects, with respect to any unauthorized use or suspected or alleged infringement at LICENSOR's expense, including, but not limited to, having LICENSEE's principals, directors, employees, officers and/or agents testify, and making available any records, papers, information, specimens and Monogram may defend the like when requested by LICENSOR. 14.05 Any damages and/or recovery received pursuant to such litigation or settlement or compromise shall be the sole and exclusive property of LICENSOR. 14.06 If LICENSOR decides, in its discretion, not to take any action with respect to an unauthorized use or suspected infringement, then LICENSEE maysame, at its own option and sole expense, take provided that no settlement shall be made without the prior written approval of MW. Monogram shall advise MW periodically of the status of such action on its own behalf as it deems appropriate and promptly of any damages, recovery, settlement material developments. MW reserves the right to participate at any time in such proceedings. It is understood that nothing in this Section 5.15(6)(b) is intended to limit or compromise obtained thereby shall be for the account of LICENSEEotherwise modify MW's indemnification obligation under SECTION 5.15(7)(a)) hereof.

Infringement. 14.01 LICENSEE (a) SELLER shall immediately notify LICENSOR defend at its own expense all third party claims, proceedings and/or suits alleging infringement or misappropriation of any unauthorized use and/or suspected infringement patent, trademark, copyright, trade secret or violation of any other intellectual property or proprietary rights by reason of the INTELLECTUAL PROPERTYuse or sale of any PRODUCT(S) furnished to CUSTOMER under this Agreement, or the use of any licensed PRODUCT(S) within the scope of the licenses granted under this Agreement, and shall defend, indemnify, protect and save CUSTOMER harmless from all claims, actions, suits, costs, expenses, damages, including reasonable attorney's fees and payments, as a result of such claim of infringement or misappropriation; and if the use or resale shall be enjoined, SELLER shall, at its option, replace the enjoined PRODUCT(S), licensed PRODUCT(S) or service with a suitable substitute free of the infringement or misappropriation; or shall procure for CUSTOMER'S benefit a license or other right to use or resell the same, or shall remove the enjoined PRODUCT(S) and refund to CUSTOMER the amount paid to SELLER therefor, plus CUSTOMER'S direct, incidental and/or consequential damages for such infringing or misappropriated PRODUCT(S). Such notification shall include, without limitation, immediately forwarding to LICENSOR any and all documents relating to CUSTOMER agrees that any such unauthorized use recovery of consequential damages shall have an upper limit of two hundred fifty thousand dollars ($250,000) per claim or suspected infringement occurrence. SELLER shall have total control over the defense, negotiation and providing LICENSOR with any settlement of each case, provided, however, that CUSTOMER shall be permitted to participate in such defenses, negotiation, or settlement by counsel of its own choosing and all facts and circumstances relating to such unauthorized use or suspected infringementexpense. 14.02 LICENSOR (b) CUSTOMER shall have give SELLER prompt notice of any claims of such infringement or misappropriation and of all suits and, except as otherwise indicated herein, full opportunity and authority to assume the primarysole defense thereof, where SELLER is obligated to indemnify CUSTOMER hereunder, including appeals, and in the first instance soleto settle such suits, right and shall furnish upon SELLER'S request and at SELLER'S expense all disclosable information and reasonable assistance available to institute a suit for infringement, unfair competition or other action CUSTOMER. This Section 24 states SELLER's entire liability and obligations with respect to claims of infringement of proprietary rights of any unauthorized use or suspected infringement. LICENSOR kind and is CUSTOMER's sole and exclusive remedy for any breach of Exhibit J Section 1 (a)(i) with respect to infringement of proprietary rights. (c) No undertaking of SELLER in this Section shall have the sole discretion apply to determine how to handle or otherwise deal with any infringement misappropriation or unauthorized any claim of infringement or misappropriation which arises solely from SELLER's adherence to CUSTOMER's written instructions or directions or which arise solely from the use of PRODUCT(S) with equipment, devices, or software not supplied by SELLER other than (1) commercial merchandise which is available on the INTELLECTUAL PROPERTYopen market with which PRODUCT(S) is designed to operate or (2) items of SELLER origin, including the right to settle design or otherwise compromise any dispute selection. Each party shall defend or suit, and shall promptly notify LICENSEE of its decision. LICENSOR shall have no duty to initiate such litigation if, in its sole judgment, such litigation is not warranted or is not in its best interests. 14.03 LICENSEE may join and be represented insettle, at its own expense by its own counselexpense, any proceeding relating to any unauthorized use action or suspected infringement to prove its own interestssuit against the other for which ft is responsible. 14.04 LICENSEE agrees that it shall, at all times, reasonably cooperate with LICENSOR and its counsel, in all respects, with respect to any unauthorized use or suspected or alleged infringement at LICENSOR's expense, including, but not limited to, having LICENSEE's principals, directors, employees, officers and/or agents testify, and making available any records, papers, information, specimens and the like when requested by LICENSOR. 14.05 Any damages and/or recovery received pursuant to such litigation or settlement or compromise shall be the sole and exclusive property of LICENSOR. 14.06 If LICENSOR decides, in its discretion, not to take any action with respect to an unauthorized use or suspected infringement, then LICENSEE may, at its own option and sole expense, take such action on its own behalf as it deems appropriate and any damages, recovery, settlement or compromise obtained thereby shall be for the account of LICENSEE.

Infringement. 14.01 LICENSEE shall immediately 10.01 UM and Company agree to notify LICENSOR each other promptly of any unauthorized use and/or suspected each infringement or possible infringement of the INTELLECTUAL PROPERTY. Such notification shall include, without limitation, immediately forwarding to LICENSOR any and all documents relating to any such unauthorized use or suspected infringement and providing LICENSOR with any and all facts and circumstances relating to such unauthorized use or suspected infringementPatent Rights of which either party becomes aware. 14.02 LICENSOR shall have the primary, and in the first instance sole, right to institute a 10.02 Company may (a) bring suit for infringement, unfair competition or other action with respect to any unauthorized use or suspected infringement. LICENSOR shall have the sole discretion to determine how to handle or otherwise deal with any infringement or unauthorized use of the INTELLECTUAL PROPERTY, including the right to settle or otherwise compromise any dispute or suit, and shall promptly notify LICENSEE of its decision. LICENSOR shall have no duty to initiate such litigation if, in its sole judgment, such litigation is not warranted or is not in its best interests. 14.03 LICENSEE may join and be represented inown name, at its own expense by expense, and on its own counselbehalf 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 proceeding relating claim or suit for infringement of the Patent Rights. Company may not compel UM or ISS to initiate or join in any such suit for patent infringement. Company may request UM or ISS to initiate or join in any such suit if necessary to avoid dismissal of the suit. If UM or ISS is made a party to any unauthorized use such suit, Company will reimburse and indemnify UM and ISS for any costs, expenses, or suspected fees which UM or ISS incurs as a result of its joinder. In all cases, Company agrees to keep UM reasonably apprised of the status and progress of any litigation. 10.03 If an infringement to prove action or a declaratory judgment action alleging invalidity or non-infringement of any of the 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 suit in its own interests. 14.04 LICENSEE agrees that it shall, at all times, reasonably cooperate with LICENSOR and its counsel, in all respects, with respect to any unauthorized use or suspected or alleged infringement at LICENSOR's expense, including, but not limited to, having LICENSEE's principals, directors, employees, officers and/or agents testify, and making available any records, papers, information, specimens and the like when requested by LICENSOR. 14.05 Any damages and/or recovery received pursuant to such litigation or settlement or compromise shall be the sole and exclusive property of LICENSOR. 14.06 If LICENSOR decides, in its discretion, not to take any action with respect to an unauthorized use or suspected infringement, then LICENSEE mayname, at its own option and sole expense, take such action and on its own behalf as it deems appropriate for presumably valid claims in the Patent Rights; (b) in any such suit, ultimately enjoin infringement and any collect for its use, damages, recoveryprofits, settlement and awards of whatever nature recoverable for such infringement; and (c) settle any claim or compromise obtained thereby shall 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 UM’s or ISS’s infringement or concede invalidation of any Patent Rights, without UM’s or ISS’s prior written consent, respectively. UM consent will not be unreasonably withheld. Company may not compel UM or ISS to initiate or join in any such suit. Company may request UM and ISS to initiate or join in any such suit if necessary to avoid dismissal of the suit. If UM or ISS is made a party to any such suit, Company will reimburse and indemnify UM or ISS for any costs, expenses, or fees which it incurs as a result of its joinder. In all cases, Company agrees to keep UM reasonably apprised of the account status and progress of LICENSEEany litigation. [***] Confidential treatment requested pursuant to a request for confidential treatment filed with the Securities and Exchange Commission. Omitted portions have been filed separately with the Commission. 10.04 (a) Company will not settle any action described in Section 10.02 or 10.03 without first notifying UM. In any action under Sections 10.02 or 10.03, the expenses of Company and UM, including costs, fees, attorney fees, and disbursements, will be paid by Company.

Infringement. 14.01 LICENSEE Apache shall immediately notify LICENSOR hold Licensee and its officers, directors, agents and employees harmless from liability resulting from any third party claims alleging infringement by the Licensed Product(s) of any unauthorized use and/or suspected infringement patent, copyrights, trade secrets or other intellectual property rights provided Apache is promptly notified of the INTELLECTUAL PROPERTY. Such notification shall include, without limitation, immediately forwarding to LICENSOR any and all documents relating threats, claims and proceedings related thereto and permitted to any such unauthorized use or suspected infringement and providing LICENSOR with any participate in the defense and all facts and circumstances relating to such unauthorized use negotiations for a settlement or suspected infringement. 14.02 LICENSOR shall have the primary, and compromise. Apache will not be responsible for any settlement it does not approve in the first instance sole, right to institute a suit for infringement, unfair competition or other action writing. The foregoing obligation of Apache does not apply with respect to any unauthorized use Licensed Product(s) or suspected portions or components thereof (i) not supplied by Apache, (ii) made in whole or in part in accordance to Licensee specifications, (iii) which are modified after shipment by Apache at the request of Licensee, if the alleged infringement relates solely to such modification, (iv) combined with other products, processes or materials at the request of Licensee where the alleged infringement relates solely to such combination, (v) where Licensee continues allegedly infringing activity after being notified thereof or after being informed of modifications that would have avoided the alleged infringement. LICENSOR shall have the sole discretion to determine how to handle , or otherwise deal with any infringement or unauthorized (vi) where Licensee’s use of the INTELLECTUAL PROPERTY, including Licensed Product(s) is incident to an infringement not resulting from the right to settle or otherwise compromise any dispute or suit, and shall promptly notify LICENSEE of its decision. LICENSOR shall have no duty to initiate such litigation if, in its sole judgment, such litigation is not warranted Licensed Product(s) or is not in its best interests. 14.03 LICENSEE may join and be represented in, at its own expense by its own counsel, any proceeding relating to any unauthorized use or suspected infringement to prove its own interests. 14.04 LICENSEE agrees that it shall, at all times, reasonably cooperate accordance with LICENSOR the License. Licensee will indemnify Apache and its counsel, in all respects, with respect to any unauthorized use or suspected or alleged infringement at LICENSOR's expense, including, but not limited to, having LICENSEE's principalsofficers, directors, employees, officers and/or agents testify, and making available any records, papers, information, specimens and the like when requested by LICENSOR. 14.05 Any damages and/or recovery received pursuant to such litigation or settlement or compromise shall be the sole and exclusive property of LICENSOR. 14.06 If LICENSOR decides, in its discretion, not to take any action with respect to an unauthorized use or suspected infringement, then LICENSEE may, at its own option and sole expense, take such action on its own behalf as it deems appropriate and any employees from all damages, recoverysettlements, settlement attorneys’ fees and expenses related to a claim of infringement or compromise obtained thereby shall be for misappropriation excluded from Apache’s indemnity obligation by subsections (ii) through (vi) of the account of foregoing sentence. THE FOREGOING PROVISIONS OF THIS SECTION 7 STATE THE ENTIRE LIABIITY AND OBLIGATIONS OF Apache, AND THE EXCLUSIVE REMEDY OF LICENSEE, WITH RESPECT TO ANY ACTUAL OR ALLEGED INFRINGEMENT OF ANY INTELLECTUAL PROPERTY RIGHT BY THE LICENSED PRODUCT.

Infringement. 14.01 LICENSEE shall immediately notify LICENSOR of any unauthorized use and/or suspected infringement A. In the event that a third part appears to be infringing one or more of the INTELLECTUAL PROPERTYLicensed Patents, CONVATEC shall bring such infringement to the attention of LICENSOR. Such notification shall includeIf 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, without limitation, immediately forwarding to LICENSOR any and all documents relating to any such unauthorized use or suspected infringement and providing LICENSOR with any and all facts and circumstances relating to such unauthorized use or suspected infringement. 14.02 LICENSOR CONVATEC shall have the primary, and in the first instance sole, right to institute a suit for infringement, unfair competition or other action with respect to any unauthorized use or suspected infringement. LICENSOR shall have the take whatever steps in its own and sole discretion to determine how to handle or otherwise deal with any infringement or unauthorized use of the INTELLECTUAL PROPERTYit shall deem advisable, including the right to settle or otherwise compromise any dispute or suit, and shall promptly notify LICENSEE of its decision. LICENSOR shall have no duty to initiate such litigation if, in its sole judgment, such litigation is not warranted or is not in its best interests. 14.03 LICENSEE may join and be represented in, at its own expense by its own counsel, any proceeding relating to any unauthorized use or suspected infringement to prove its own interests. 14.04 LICENSEE agrees that it shall, at all times, reasonably cooperate with LICENSOR and its counsel, in all respects, with respect to any unauthorized use or suspected or alleged infringement at LICENSOR's expense, including, but not limited to, having LICENSEEsettlement or the filing of suit for damages or to enjoin such sales or offers for sale by 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 principalsexpense, directorsparticipate in any suit to enjoin such infringement and to collect, employeesfor the benefit of CONVATEC, officers and/or agents testifydamages, profits and making available awards of any recordsnature 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, papersCONVATEC 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, informationto the extent of such excess, specimens and the like when requested by LICENSORroyalties that would have been payable to LICENSOR but for application of Article V, Paragraph E, hereof. 14.05 Any damages and/or recovery received pursuant 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 Product, CONVATEC shall have the right to reduce by fifty percent (50%) royalties due to LICENSOR in such litigation or settlement or compromise shall be the sole and exclusive property of LICENSOR. 14.06 If LICENSOR decides, in its discretion, not to take any action country hereunder with respect to an unauthorized use or suspected infringementsuch Product. In the event such third party suit is successfully defended by CONVATEC, then LICENSEE mayit shall, at its own option upon final determination thereof, pay to LICENSOR all royalties that would have been payable to LICENSOR if such suit had not been instituted, less reasonable attorneys' fees and sole expensecosts incurred by CONVATEC in connection with such suit, take such action on its own behalf as it deems appropriate which shall not exceed the total amount of royalties payable to LICENSOR by virtue of said successful defense and any damages, recovery, settlement or compromise obtained thereby shall be for the account of LICENSEEfinal determination.

Infringement. 14.01 LICENSEE (a) If Licensee discovers third-parties infringing any enforceable rights contained in the Licensed Assets, Licensee shall immediately notify LICENSOR Licensor promptly thereof. In the event that Licensee, at its discretion elects to initiate and prosecute any such suit or suits pursuant to the rights granted to Licensee in accordance with the provisions of any unauthorized use and/or suspected infringement of the INTELLECTUAL PROPERTY. Such notification Section 2.1(c) hereof, then (i) all expenses incurred in such legal action shall include, without limitation, immediately forwarding to LICENSOR any be borne by Licensee and all documents relating damages and costs that may be recovered or may be assessed as a result of such suit or suits shall inure to any such unauthorized use or suspected infringement Licensee; and providing LICENSOR with any and all facts and circumstances relating to such unauthorized use or suspected infringement. 14.02 LICENSOR (ii) Licensee shall have the primaryright to join Licensor as a nominal party plaintiff in any such suit or suits, and in the first instance soleLicensor agrees to sign all papers and perform all acts which Licensee may reasonable request to enable Licensee to enforce such rights. (b) In the event Licensee notifies Licensor that it will not initiate and/or, right to institute a if initiated, will not prosecute such suit for infringementor suits against third-party infringers, unfair competition or other action with respect to any unauthorized use or suspected infringement. LICENSOR then Licensor shall have the sole discretion right to determine how initiate and/or prosecute such suit or suits to handle protect the Licensor’s interest in the Licensed Assets. Whenever Licensor exercises its rights under this Section 6.1(b), then all expenses incurred in such legal action shall be borne by Licensor and all damages and costs that may be recovered or otherwise deal with may be assessed as a result of such suit or suits shall inure to the Licensor. (c) Whenever Licensor or Licensee discovers that a third-party has filed an application for trademark registration in any infringement or unauthorized use country and/or has been granted a trademark registration for any trademark which is confusingly similar to any of the INTELLECTUAL PROPERTYTrademarks, including the right to settle or otherwise compromise any dispute or suit, then Licensor and Licensee shall promptly notify LICENSEE of its decision. LICENSOR shall have no duty to initiate exchange information concerning such litigation if, in its sole judgment, such litigation is not warranted application and/or registration and either Licensor or is not in its best interests. 14.03 LICENSEE may join and be represented in, at its own expense by its own counsel, any proceeding relating to any unauthorized use or suspected infringement to prove its own interests. 14.04 LICENSEE agrees that it shall, at all times, reasonably cooperate with LICENSOR and its counsel, in all respects, with respect to any unauthorized use or suspected or alleged infringement at LICENSOR's expense, including, but not limited to, having LICENSEE's principals, directors, employees, officers and/or agents testify, and making available any records, papers, information, specimens and the like when requested by LICENSOR. 14.05 Any damages and/or recovery received pursuant to such litigation or settlement or compromise shall be the sole and exclusive property of LICENSOR. 14.06 If LICENSOR decides, in its discretion, not to take any action with respect to an unauthorized use or suspected infringement, then LICENSEE Licensee may, at its sole discretion and at its own option and sole expense, take bring and prosecute an appropriate proceeding under the trademark laws in the jurisdiction in question to oppose such action on its own behalf application and/or to cancel such registration. Licensee shall have the right to join Licensor as it deems appropriate an opposer or petitioner in any such opposition and/or cancellation proceedings, and any damages, recovery, settlement or compromise obtained thereby shall be for the account of LICENSEELicensor agrees to sign all papers and perform all acts which Licensee may reasonably request to enable Licensee to oppose such application and/or to cancel such registration.

Infringement. 14.01 LICENSEE (a) Each party shall immediately notify LICENSOR the other promptly of any unauthorized use and/or suspected infringement of the INTELLECTUAL PROPERTY. Such notification shall includeactual or threatened infringements, without limitationimitations, immediately forwarding to LICENSOR any and all documents relating to any such unauthorized use or suspected infringement and providing LICENSOR with any and all facts and circumstances relating to such unauthorized use or suspected infringement. 14.02 LICENSOR shall have the primary, and in the first instance sole, right to institute a suit for infringement, unfair competition or other action with respect to any unauthorized use or suspected infringement. LICENSOR shall have the sole discretion to determine how to handle or otherwise deal with any infringement or unauthorized use of the INTELLECTUAL PROPERTYMarks by others of which such party becomes aware. Subject to Licensee’s rights and Licensor’s obligations pursuant to this Section 10, Licensor shall have the sole right, and shall take all reasonable steps at its expense, to bring any action on account of any such infringements, limitations or unauthorized use, and Licensee shall, at Licensor’s expense, cooperate with Licensor, as Licensor may reasonably request, in connection with any such action brought by Licensor. Licensor shall retain any and all damages, settlement, and/or compensation paid in connection with any such action brought by Licensor. If Licensor does not undertake such action within thirty (30) calendar days after notice from Licensee of such alleged infringement, Licensee may prosecute the same, at its expense and with counsel of its own choosing, provided that no settlement shall be made without the prior written approval of Licensor (which approval shall not be unreasonably withheld) and Licensee shall advise Licensor periodically of the status of the action and promptly of any material developments. In the event that any damages, settlement, and/or compensation are paid in connection with any such action, Licensee shall first retain an amount in reimbursement of its expenses and any damages Licensee suffered as a result of such infringement; any remaining amount shall be divided equally between Licensee and Licensor. (b) Licensor, at its expense, shall defend and indemnify and save and hold Licensee and its subsidiaries and affiliates and their respective directors, officers, stockholders, and employees and permitted assigns harmless from and against any and all liabilities, claims, causes of action, suits, damages, Losses and expenses, including reasonable attorney's fees and expenses, by reason of alleged or actual violation or infringement of any trademarks and/or service marks held by third parties, based on Licensee exercising its rights related to the ▇▇▇▇ Intellectual Property granted pursuant to this Agreement. If Licensor does not give notice to Licensee of its intent to defend or settle such action within sixty (60) calendar days after notice from Licensee of such alleged infringement, Licensee may defend the same, at the sole cost and expense of Licensor, provided that no settlement shall be made without the prior written approval of Licensor (which approval shall not be unreasonably withheld) and Licensee shall advise Licensor periodically of the status of the action and promptly of any material developments. Licensor reserves the right to participate at any time in such proceedings. (c) Licensor shall have the right to compromise and settle or otherwise compromise any dispute or suit, claim or proceeding in the name of Licensee; provided, however, that Licensor shall not compromise or settle a suit, claim or proceeding (i) unless it indemnifies Licensee for all Losses arising out of or relating thereto and (ii) that includes an admission of liability of Licensee or seeks any material non-monetary relief, without the written consent of Licensee, which consent shall promptly notify LICENSEE of its decision. LICENSOR shall have no duty to initiate such litigation if, in its sole judgment, such litigation is not warranted or is not in its best interestsbe unreasonably withheld. 14.03 LICENSEE may join and be represented in, at its own expense by its own counsel, any proceeding relating to any unauthorized use or suspected infringement to prove its own interests(d) The terms of this Section 10 shall survive the termination of this Agreement. 14.04 LICENSEE agrees that it shall, at all times, reasonably cooperate with LICENSOR and its counsel, in all respects, with respect to any unauthorized use or suspected or alleged infringement at LICENSOR's expense, including, but not limited to, having LICENSEE's principals, directors, employees, officers and/or agents testify, and making available any records, papers, information, specimens and the like when requested by LICENSOR. 14.05 Any damages and/or recovery received pursuant to such litigation or settlement or compromise shall be the sole and exclusive property of LICENSOR. 14.06 If LICENSOR decides, in its discretion, not to take any action with respect to an unauthorized use or suspected infringement, then LICENSEE may, at its own option and sole expense, take such action on its own behalf as it deems appropriate and any damages, recovery, settlement or compromise obtained thereby shall be for the account of LICENSEE.

Infringement. 14.01 LICENSEE shall 4.1 Licensee shall, insofar as possible, report immediately notify LICENSOR of any unauthorized use and/or suspected infringement of the INTELLECTUAL PROPERTY. Such notification shall include, without limitation, immediately forwarding in writing to LICENSOR Licensor any and all documents relating to infringements of any such unauthorized use of the Licensed Trademarks, or suspected infringement of Licensor's trade names and/or trade dress and providing LICENSOR with any and all facts and circumstances relating attempts by any third party to such unauthorized use use, copy, register, infringe upon or suspected infringementotherwise imitate any of the Licensed Trademarks or Licensor's trade names or trade dress, or any design features of the Licensed Products. 14.02 LICENSOR 4.2 Except upon the written request and authorization of Licensor, Licensee shall not take any action to prevent infringements, imitation or illegal use of the Licensed Trademarks, trade dress associated with the Licensed Products or trade name of Licensor. However, Licensee shall render to Licensor all assistance reasonably requested fully and without reservation, in connection with any matter pertaining to protection or enforcement of any of the Licensed Trademarks before administrative and quasi-judicial agencies and the courts, and shall make available to Licensor, its representatives, agents and attorneys, all of Licensee's records, files and other information pertaining to the Licensed Trademarks, including the purchase, manufacture, sale, distribution and advertising of the Licensed Products. 4.3 Licensor, at its cost, shall take such steps and institute such legal proceedings as shall be reasonably necessary to protect the Licensed Trademarks and Licensee's license therein as set forth in this Agreement, 4.4 Licensor shall indemnify and defend Licensee and hold it harmless from and against any claims, suits and expenses (including reasonable attorney's fees) arising solely from Licensee's use of any of the Licensed Trademarks in accordance with the terms of this Agreement on or in connection with Licensed Products manufactured in the Manufacturing Licensed Territory and said in the Distribution and Sales Licensed Territory. Licensor's indemnification and defense obligations are expressly conditioned upon (a) Licensee's giving Licensor prompt written notice of such claim or suit against Licensee after assertion thereof and (b) Licensee's full and prompt cooperation and assistance, to the extent reasonably requested by Licensor, in connection with the defense of such claim or suit. Licensor shall have the primary, and in the first instance sole, right to institute a suit for infringement, unfair competition or other action with respect to any unauthorized use or suspected infringement. LICENSOR shall have the sole discretion to determine how to handle or otherwise deal with any infringement or unauthorized use of the INTELLECTUAL PROPERTY, including the right to settle or otherwise compromise any dispute or suit, and shall promptly notify LICENSEE of its decision. LICENSOR shall have no duty to initiate such litigation if, in its sole judgment, such litigation is not warranted or is not in its best interests. 14.03 LICENSEE may join and be represented inright, at its own expense by its own counsel, any proceeding relating to any unauthorized use or suspected infringement to prove its own interests. 14.04 LICENSEE agrees that it shall, at all times, reasonably cooperate with LICENSOR and its counsel, in all respects, with respect to any unauthorized use or suspected or alleged infringement at LICENSOR's expense, including, but not limited to, having LICENSEE's principals, directors, employees, officers to undertake and conduct the defense and/or agents testify, and making available negotiation of any records, papers, information, specimens and the like when requested by LICENSORsettlement of any such suit or claim. 14.05 Any damages and/or recovery received pursuant to such litigation or settlement or compromise shall be the sole and exclusive property of LICENSOR. 14.06 If LICENSOR decides, in its discretion, not to take any action with respect to an unauthorized use or suspected infringement, then LICENSEE may, at its own option and sole expense, take such action on its own behalf as it deems appropriate and any damages, recovery, settlement or compromise obtained thereby shall be for the account of LICENSEE.

Infringement. 14.01 LICENSEE shall immediately notify LICENSOR In the event of any unauthorized use and/or suspected claim, action, proceeding or suit by a third party against Vendor alleging an infringement of any United States patent, United States copyright, or United States trademark, or a violation in the INTELLECTUAL PROPERTYUnited States of any trade secret or proprietary rights be reason of the use, in accordance with Lucent's or other applicable specifications, of any Product, Licensed Material (software or related documentation), if any, or other item furnished by Lucent to Vendor under this Agreement, Lucent, at its expense, will defend Vendor, subject to the conditions and exceptions stated below. Such notification Lucent will reimburse Vendor for any cost, expense or attorney's fees, incurred by Lucent's written request for authorization, and will indemnify Vendor against any liability assessed against Vendor by final judgment on account of such infringement or violation arising out of such use. If Vendor's or Bell ▇▇▇antic's use shall includebe enjoined or in Lucent's opinion is likely to be enjoined, without limitationLucent will, immediately forwarding at its expense and at its option, either (a) replace the affected Product, Licensed Material or other item furnished pursuant to LICENSOR this Agreement with a suitable suBell Atlanticitute free of any infringement or violation, (b) modify it so that it will be free of the infringement or violation, or (c) procure for Vendor or Bell ▇▇▇antic a license or other right to use it. If none of the foregoing options is practical, Lucent will accept the return of the enjoined Product, Licensed Material or other item and refund to Vendor any amounts paid to Lucent less a reasonable charge for any actual period of use by Vendor. Vendor shall give Lucent prompt written notice of all documents relating such claims, actions, proceedings or suits alleging infringement or violation and Lucent shall have full and complete authority to assume the sole defense thereof; including appeals, and to settle same. Vendor shall, upon Lucent's request and at Lucent's expense, furnish all information and assistance available to Vendor and cooperate in every reasonable way to facilitate the defense and/or settlement of any such claim, action, proceeding or suit. Lucent and Six R Proprietary No undertaking of Lucent under this section shall extend to any such unauthorized use alleged infringement or suspected violation to the extent that it: (a) arises from adherence to design modifications, specifications, drawings, or written instructions which Lucent is directed by Vendor or Bell ▇▇▇antic to follow, but only if such alleged infringement and providing LICENSOR with any and all facts and circumstances relating or violation does not reside in corresponding commercial Product or Licensed Material of Lucent's design or selection; or (b) arises from adherence to such unauthorized use instructions to apply Vendor's or suspected infringement. 14.02 LICENSOR shall have the primaryBell ▇▇▇antic's trademark, and in the first instance soletrade name, right to institute a suit for infringement, unfair competition or other action company identification; or (c) resides in a Product or Licensed Material which is not of Lucent's origin and which is furnished by Vendor or Bell ▇▇▇antic to Lucent for use under this Agreement; or (d) relates to use of Products, Licensed Materials or other items provided by Lucent in combinations with other Products, Licensed Materials or other items, furnished either by Lucent or others, which combination was not installed, recommended or otherwise approved by Lucent. In the foregoing cases (a) through (d), Vendor will defend and save Lucent harmless, subject to the same terms and conditions and exceptions stated above with respect to any unauthorized use or suspected infringementLucent's rights and obligations under this clause. LICENSOR shall have the sole discretion to determine how to handle or otherwise deal with any infringement or unauthorized use of the INTELLECTUAL PROPERTY, including the right to settle or otherwise compromise any dispute or suit, [* Confidential treatment will be requested] Lucent and shall promptly notify LICENSEE of its decision. LICENSOR shall have no duty to initiate such litigation if, in its sole judgment, such litigation is not warranted or is not in its best interests. 14.03 LICENSEE may join Six R Proprietary * Confidential treatment will be requested Lucent and be represented in, at its own expense by its own counsel, any proceeding relating to any unauthorized use or suspected infringement to prove its own interests. 14.04 LICENSEE agrees that it shall, at all times, reasonably cooperate with LICENSOR and its counsel, in all respects, with respect to any unauthorized use or suspected or alleged infringement at LICENSOR's expense, including, but not limited to, having LICENSEE's principals, directors, employees, officers and/or agents testify, and making available any records, papers, information, specimens and the like when requested by LICENSOR. 14.05 Any damages and/or recovery received pursuant to such litigation or settlement or compromise shall be the sole and exclusive property of LICENSOR. 14.06 If LICENSOR decides, in its discretion, not to take any action with respect to an unauthorized use or suspected infringement, then LICENSEE may, at its own option and sole expense, take such action on its own behalf as it deems appropriate and any damages, recovery, settlement or compromise obtained thereby shall be for the account of LICENSEE.Six R Proprietary * Confidential treatment requested

Infringement. 14.01 LICENSEE shall immediately notify LICENSOR In the event of any unauthorized use and/or suspected claim, action, proceeding or suit by a third party against Vendor alleging an infringement of any United States patent, United States copyright, or United States trademark, or a violation in the INTELLECTUAL PROPERTYUnited States of any trade secret or proprietary rights by reason of the use, in accordance with Lucent's or other applicable specifications, of any Product, Licensed Material (software or related documentation), if any, or other item furnished by Lucent to Vendor under this Agreement, Lucent, at its expense, will defend Vendor, subject to the conditions and exceptions stated below. Such notification Lucent will reimburse Vendor for any cost, expense or attorney's fee, incurred at Lucent's written request or authorization, and will indemnify Vendor against any liability assessed against Vendor by final judgment on account of such infringement or violation arising out of such use. If Vendor's or ASI's use shall includebe enjoined or in Lucent's opinion is likely to be enjoined, without limitationLucent will, immediately forwarding at its expense and at its option, either (a) replace the affected Product, Licensed Material or other item furnished pursuant to LICENSOR this Agreement with a suitable substitute free of any infringement or violation, (b) modify it so that it will be free of the infringement or violation, or (c) procure for Vendor or ASI a license or other right to use it. If none of the foregoing options is practical, Lucent will accept the return of the enjoined Product, Licensed Material or other item and refund to Vendor any amounts paid to Lucent less a reasonable charge for any actual period of use by Vendor. Vendor shall give Lucent prompt written notice of all documents relating such claims, actions, proceedings or suits alleging infringement or violation and Lucent shall have full and complete authority to assume the sole defense thereof; including appeals, and to settle same. Vendor shall, upon Lucent's request and at Lucent's expense, furnish all information and assistance available to Vendor and cooperate in every reasonable way to facilitate the defense and/or settlement of any such claim, action, proceeding or suit. No undertaking of Lucent under this section shall extend to any such unauthorized use alleged infringement or suspected violation to the extent that it: (a) arises from adherence to design modifications, specifications, drawings, or written instructions which Lucent is directed by Vendor or ASI to follow, but only if such alleged infringement and providing LICENSOR with any and all facts and circumstances relating or violation does not reside in corresponding commercial Product or Licensed Material of Lucent's design or selection; or (b) arises from adherence to such unauthorized use instructions to apply Vendor's or suspected infringement. 14.02 LICENSOR shall have the primaryASI's trademark, and in the first instance soletrade name, right to institute a suit for infringement, unfair competition or other action company identification; or (c) resides in a Product or Licensed Material which is not of Lucent's origin and which is furnished by Vendor or ASI to Lucent for use under this Agreement; or (d) relates to use of Products, Licensed Materials or other items provided by Lucent in combinations with other Products, Licensed Materials or other items, furnished either by Lucent or others, which combination was not installed, recommended or otherwise approved by Lucent. In the foregoing cases (a) through (d), Vendor will defend and save Lucent harmless, subject to the same terms and conditions and exceptions stated above with respect to any unauthorized use or suspected infringementLucent's rights and obligations under this clause. LICENSOR shall have the sole discretion to determine how to handle or otherwise deal with any infringement or unauthorized use * Confidential treatment will be requested LUCENT PROPRIETARY 13 No. WWTI-1 Page 13 of the INTELLECTUAL PROPERTY, including the right to settle or otherwise compromise any dispute or suit, and shall promptly notify LICENSEE 23 * Confidential treatment will be requested LUCENT PROPRIETARY 14 No. WWTI-1 Page 14 of its decision. LICENSOR shall have no duty to initiate such litigation if, in its sole judgment, such litigation is not warranted or is not in its best interests. 14.03 LICENSEE may join and 23 * Confidential treatment will be represented in, at its own expense by its own counsel, any proceeding relating to any unauthorized use or suspected infringement to prove its own interests. 14.04 LICENSEE agrees that it shall, at all times, reasonably cooperate with LICENSOR and its counsel, in all respects, with respect to any unauthorized use or suspected or alleged infringement at LICENSOR's expense, including, but not limited to, having LICENSEE's principals, directors, employees, officers and/or agents testify, and making available any records, papers, information, specimens and the like when requested by LICENSOR. 14.05 Any damages and/or recovery received pursuant to such litigation or settlement or compromise shall be the sole and exclusive property of LICENSOR. 14.06 If LICENSOR decides, in its discretion, not to take any action with respect to an unauthorized use or suspected infringement, then LICENSEE may, at its own option and sole expense, take such action on its own behalf as it deems appropriate and any damages, recovery, settlement or compromise obtained thereby shall be for the account of LICENSEE.requested

Infringement. 14.01 LICENSEE (a) In the event that any claim, suit, or other legal proceeding is threatened or commenced against DISTRIBUTOR that is founded, in whole or in part, on an allegation that the PRODUCTS infringe trade secret, trademark, patent or other intellectual property rights belonging to a third party, DISTRIBUTOR will give ZOOM prompt written notice of such legal proceedings and ZOOM may elect to control the defense to or settlement of such dispute. In the event that DISTRIBUTOR cannot reasonably anticipate that ZOOM will receive notice of such legal proceeding at least twenty (20) days prior to the date on which any action needs to be taken to preserve and protect ZOOM'S rights, DISTRIBUTOR shall immediately notify LICENSOR take such action on behalf of ZOOM. DISTRIBUTOR shall cooperate with ZOOM in any defense or settlement made by ZOOM. DISTRIBUTOR shall not enter into any settlement, agreement or other voluntary resolution of any unauthorized use and/or suspected infringement of the INTELLECTUAL PROPERTY. Such notification shall includesuch claim, without limitation, immediately forwarding to LICENSOR any and all documents relating to any such unauthorized use or suspected infringement and providing LICENSOR with any and all facts and circumstances relating to such unauthorized use or suspected infringement. 14.02 LICENSOR shall have the primary, and in the first instance sole, right to institute a suit for infringement, unfair competition or other action legal proceeding without obtaining ZOOM'S prior written consent thereto. If DISTRIBUTOR has complied with the procedures set forth in this Section 10. ZOOM will indemnify and hold DISTRIBUTOR harmless from and against any loss, cost, damage, or other expenses incurred by DISTRIBUTOR as a result of such legal proceeding. This indemnification provision shall be null and void with respect to any unauthorized use PRODUCTS that have been modified or suspected infringementtampered with in any way by DISTRIBUTOR or its employees or independent contractors without the express written consent of ZOOM, provided that such modification or tampering created the condition or occurrence underlying the legal proceeding on which DISTRIBUTORS claim for indemnity is based. LICENSOR This indemnity shall have be DISTRIBUTOR'S exclusive remedy, and ZOOM'S exclusive obligation and liability, in connection with the sole discretion intellectual property claims or third parties. (b) If ZOOM knows or has reason to determine how believe that the sale, use, or distribution of a PRODUCT does or may infringe the intellectual property rights of a third party, ZOOM may require DISTRIBUTOR to handle or otherwise deal with any infringement or unauthorized use cease all further marketing, distribution, and sales of the INTELLECTUAL PROPERTY, including the right PRODUCT. ZOOM agrees to settle or otherwise compromise any dispute or suit, and shall promptly notify LICENSEE of its decision. LICENSOR shall have no duty to initiate such litigation if, in its sole judgment, such litigation is not warranted or is not in its best interests. 14.03 LICENSEE may join and be represented inreimburse, at its own expense by its own counsel, DISTRIBUTOR'S cost all new and unused units in DISTRIBUTOR'S inventory of any proceeding relating PRODUCT which ZOOM has prohibited to any unauthorized use or suspected infringement to prove its own interestsbe sold hereunder. 14.04 LICENSEE agrees that it shall, at all times, reasonably cooperate with LICENSOR and its counsel, in all respects, with respect to any unauthorized use or suspected or alleged infringement at LICENSOR's expense, including, but not limited to, having LICENSEE's principals, directors, employees, officers and/or agents testify, and making available any records, papers, information, specimens and the like when requested by LICENSOR. 14.05 Any damages and/or recovery received pursuant to such litigation or settlement or compromise shall be the sole and exclusive property of LICENSOR. 14.06 If LICENSOR decides, in its discretion, not to take any action with respect to an unauthorized use or suspected infringement, then LICENSEE may, at its own option and sole expense, take such action on its own behalf as it deems appropriate and any damages, recovery, settlement or compromise obtained thereby shall be for the account of LICENSEE.

Infringement. 14.01 LICENSEE shall immediately 7.1 Each of Licensee and Licensor agrees promptly to notify LICENSOR the other of any unauthorized Infringements or any suspected Infringements or any claim by any third party that Licensee's use and/or suspected infringement of the INTELLECTUAL PROPERTYrights licensed hereunder infringes any intellectual property rights of any third party of which they become aware. 7.2 Licensee may initiate proceedings alleging an Infringement in its own name and at its own expense. Such notification Licensor shall, at the reasonable request and cost of Licensee, give Licensee any assistance it may reasonably request in connection with such proceedings. Licensee shall includehave sole discretion regarding selection of counsel and venue, without limitationand ultimate and determinative authority regarding patent litigation strategy; provided, immediately forwarding that Licensee shall keep Licensor fully informed as to LICENSOR any the conduct of such proceedings. If so requested by Licensee and all documents relating necessary for Licensor to be a plaintiff or claimant party, Licensor shall join in any such unauthorized use infringement proceedings as a plaintiff or suspected infringement and providing LICENSOR claimant party with any and all facts and circumstances relating Licensee or allow Licensee to take such unauthorized use or suspected infringementproceedings in Licensor's name. 14.02 LICENSOR 7.3 If Licensee does not, within three (3) months after having any Infringement drawn to its attention by Licensor, commence an action for such Infringement pursuant to clause 7.2, then Licensor shall be entitled (but not obliged) to commence proceedings for such Infringement in its own name and at its own expense. Licensee shall, at the request and cost of Licensor, give Licensor any assistance reasonably requested by Licensor in connection with such proceedings. Licensor shall keep Licensee fully informed as to the conduct of such proceedings. Licensee shall have the primaryright to participate in the decision-making process with regard to any decisions that would reasonably affect the scope of the patent claims. Any sums recovered in the course of such proceedings from the Infringer, whether by way of damages, account of profits, costs or otherwise, shall be applied first in reimbursing Licensor for its external costs and expenses of such proceedings (which shall include any related allegation or claim made by the defendant that any rights or patent claim asserted in such action are invalid and/or unenforceable), including legal fees and expenses, patent attorney fees and expenses and experts' fees and expenses (provided that Licensor shall not be responsible for legal expenses or costs incurred by Licensee's counsel related to (i) monitoring or (ii) participating in the litigation due to a conflict) and the balance shall be paid to Licensee. If so requested by Licensor and necessary or desirable for Licensee to be a plaintiff or claimant party, Licensee shall join in any such infringement proceedings as a plaintiff or claimant party with Licensor or allow Licensor to take such proceedings in Licensee's name. 7.4 If in the course of any infringement action brought by Licensee pursuant to clause 7.2 or in the course of any infringement action brought by Licensor pursuant to clause 7.3, an allegation or claim be made by the defendant in such action that any rights or patent claim asserted in such action are invalid and/or unenforceable, the party that brought the infringement action (the "Controlling Party") shall bear all costs associated with, and shall be solely responsible for, defending such allegation or claim. The Controlling Party shall consult with the other party in all significant matters concerning the first instance soledefence of such allegation or claim of invalidity and/or unenforceability, right to institute a suit for infringementincluding issues of strategy and settlement, unfair competition or other action with respect to any unauthorized use or suspected infringement. LICENSOR and shall have the sole discretion to determine how to handle or otherwise deal act in accordance with any infringement or unauthorized use reasonable request of the INTELLECTUAL PROPERTY, including the right other party. Neither party shall seek to settle or otherwise compromise such allegation or claim of invalidity and/or unenforceability without the consent of the other party. 7.5 Where one party (the "Joining Party") becomes a party to proceedings at the request of the other (the "Requesting Party") pursuant to clause 7.2 or 7.4, then the Requesting Party shall indemnify the Joining Party for any dispute costs or suitexpenses incurred in respect of such proceedings and for any liability for costs awarded to any other party and for which the Joining Party is liable to pay. 7.6 In the event that a party becomes aware of any threatened or actual opposition in respect of any patent application within the Licensed Patents or any claim that any granted Licensed Patent is invalid, the party becoming aware shall forthwith notify the other of such matter and the parties shall consult with each other in good faith as to the defence of such opposition or claim. If Licensor does not wish to defend any such claim, and does not commence the defence of any such allegation or claim within 2 months of notice of the allegation or claim, Licensee may do so (but not otherwise), provided that Licensee shall bear all costs associated with, and shall promptly notify LICENSEE be solely responsible for, defending such allegation or claim. Licensee shall consult with the Licensor on all significant matters concerning the defence of its decision. LICENSOR shall have no duty to initiate such litigation ifallegation or claim, in its sole judgment, such litigation is not warranted or is not in its best interests. 14.03 LICENSEE may join including issues of strategy and be represented in, at its own expense by its own counsel, any proceeding relating to any unauthorized use or suspected infringement to prove its own interests. 14.04 LICENSEE agrees that it shall, at all times, reasonably cooperate with LICENSOR and its counsel, in all respects, with respect to any unauthorized use or suspected or alleged infringement at LICENSOR's expense, including, but not limited to, having LICENSEE's principals, directors, employees, officers and/or agents testifysettlement, and making available shall act in accordance with any records, papers, information, specimens and the like when requested by LICENSOR. 14.05 Any damages and/or recovery received pursuant reasonable request of Licensor. Neither party shall seek to such litigation or settlement settle or compromise shall be such allegation or claim of invalidity and/or unenforceability without the sole and exclusive property consent of LICENSORthe other party. 14.06 If LICENSOR decides, in its discretion, not to take any action with respect to an unauthorized use or suspected infringement, then LICENSEE may, at its own option and sole expense, take such action on its own behalf as it deems appropriate and any damages, recovery, settlement or compromise obtained thereby shall be for the account of LICENSEE.

Infringement. 14.01 LICENSEE shall immediately notify LICENSOR of any unauthorized use and/or suspected infringement of the INTELLECTUAL PROPERTY. Such notification shall include, without limitation, immediately forwarding to LICENSOR any and all documents relating to any such unauthorized use or suspected infringement and providing LICENSOR with any and all facts and circumstances relating to such unauthorized use or suspected infringement. 14.02 LICENSOR shall have the primary, and in the first instance sole, right to institute a suit for infringement, unfair competition com- petition or other action with respect to any unauthorized use or suspected infringement. LICENSOR shall have the sole discretion to determine how to handle or otherwise deal with any infringement or unauthorized use of the INTELLECTUAL PROPERTY, including the right to settle or otherwise compromise any dispute or suit, and shall promptly notify LICENSEE of its decision. LICENSOR shall have no duty to initiate such litigation if, in its sole judgment, such litigation is not warranted or is not in its best interests. 14.03 LICENSEE may join and be represented in, at its own expense by its own counsel, any proceeding relating to any unauthorized use or suspected infringement to prove its own interests. 14.04 LICENSEE agrees that it shall, at all times, reasonably cooperate with LICENSOR and its counsel, in all respects, with respect to any unauthorized use or suspected or alleged infringement at LICENSOR's expense, including, but not limited to, having LICENSEE's principals, directors, employees, officers and/or agents testify, and making available any records, papers, information, specimens and the like when requested by LICENSOR. 14.05 Any damages and/or recovery received pursuant to such litigation or settlement or compromise shall be the sole and exclusive property of LICENSOR. 14.06 If LICENSOR decides, in its discretion, not to take any action with respect to an unauthorized use or suspected infringement, then LICENSEE may, at its own option and sole expense, take such action on its own behalf as it deems appropriate and any damages, recovery, settlement or compromise obtained thereby shall be for the account of LICENSEE.

Infringement. 14.01 LICENSEE shall immediately notify LICENSOR (a) In the event that Licensee becomes aware of any unauthorized use and/or suspected infringement of the INTELLECTUAL PROPERTYLicensed IP, or of any uses of confusingly or substantially similar trademarks, service marks, or trade names on or in connection with the marketing, advertising or provision of similar goods or services in the Territory (each, an “Unauthorized Use”), Licensee shall promptly provide Licensor with written notice thereof. Such notification Licensee shall include, without limitation, immediately forwarding be deemed to LICENSOR any and all documents relating be aware of an Unauthorized Use requiring notice to any such unauthorized use Licensor under this Section 5(a) only if (i) one of its headquarters senior executives or suspected infringement and providing LICENSOR with any and all facts and circumstances relating to such unauthorized use (ii) its general manager of the Territory (or suspected infringementone of his/her direct reports) has or acquires actual knowledge thereof. 14.02 LICENSOR (b) Licensor shall have the primaryright, but not the obligation, to challenge and attempt to eliminate each Unauthorized Use. Licensee, at Licensor’s expense, shall reasonably cooperate with Licensor in the first instance soleinvestigating, right to institute a suit for infringement, unfair competition prosecuting and settling any infringement action instituted by Licensor against any person or other action with respect to any unauthorized use or suspected infringemententity engaging in an Unauthorized Use. LICENSOR Licensee shall have the sole discretion right to determine how approve the settlement of any infringement action instituted by Licensor, or any other agreement between Licensor and a third party, concerning an Unauthorized Use only to handle the extent such settlement or other agreement is inconsistent with, or otherwise deal with imposes additional limitations or restrictions upon, the license rights granted to Licensee under this Agreement. In the event that Licensor chooses not to timely defend or prosecute any infringement or unauthorized use of Unauthorized Use, Licensee may do so at its own expense. (c) Except to the INTELLECTUAL PROPERTYextent provided in Section 5(b) above, including Licensee shall not have the right to prosecute or settle an infringement action against any person or otherwise compromise any dispute or suit, and shall promptly notify LICENSEE of its decision. LICENSOR shall have no duty to initiate such litigation if, entity who engages in its sole judgment, such litigation is not warranted or is not in its best interestsan Unauthorized Use. 14.03 LICENSEE may join and be represented in, at its own expense by its own counsel, any proceeding relating to any unauthorized use or suspected infringement to prove its own interests. 14.04 LICENSEE agrees that it shall, at all times, reasonably cooperate with LICENSOR and its counsel, in all respects, with respect to any unauthorized use or suspected or alleged infringement at LICENSOR's expense, including, but not limited to, having LICENSEE's principals, directors, employees, officers and/or agents testify, and making available any records, papers, information, specimens and the like when requested by LICENSOR. 14.05 Any damages and/or recovery received pursuant to such litigation or settlement or compromise shall be the sole and exclusive property of LICENSOR. 14.06 If LICENSOR decides, in its discretion, not to take any action with respect to an unauthorized use or suspected infringement, then LICENSEE may, at its own option and sole expense, take such action on its own behalf as it deems appropriate and any damages, recovery, settlement or compromise obtained thereby shall be for the account of LICENSEE.

Infringement. 14.01 LICENSEE (a) If Licensee discovers third-parties infringing any enforceable rights contained in the Licensed Assets, Licensee shall immediately notify LICENSOR Licensor promptly thereof. In the event that Licensee, at its discretion elects to initiate and prosecute any such suit or suits pursuant to the rights granted to Licensee in accordance with the provisions of any unauthorized use and/or suspected infringement of the INTELLECTUAL PROPERTY. Such notification Section 2.1(c) hereof, then (i) all expenses incurred in such legal action shall include, without limitation, immediately forwarding to LICENSOR any be borne by Licensee and all documents relating damages and costs that may be recovered or may be assessed as a result of such suit or suits shall inure to any such unauthorized use or suspected infringement Licensee; and providing LICENSOR with any and all facts and circumstances relating to such unauthorized use or suspected infringement. 14.02 LICENSOR (ii) Licensee shall have the primaryright to join Licensor as a nominal party plaintiff in any such suit or suits, and in the first instance soleLicensor agrees to sign all papers and perform all acts which Licensee may reasonable request to enable Licensee to enforce such rights. (b) In the event Licensee notifies Licensor that it will not initiate and/or, right to institute a if initiated, will not prosecute such suit for infringementor suits against third-party infringers, unfair competition or other action with respect to any unauthorized use or suspected infringement. LICENSOR then Licensor shall have the sole discretion right to determine how initiate and/or prosecute such suit or suits to handle protect the Licensor's interest in the Licensed Assets. Whenever Licensor exercises its rights under this Section 6.1(b), then all expenses incurred in such legal action shall be borne by Licensor and all damages and costs that may be recovered or otherwise deal with may be assessed as a result of such suit or suits shall inure to the Licensor. (c) Whenever Licensor or Licensee discovers that a third-party has filed an application for trademark registration in any infringement or unauthorized use country and/or has been granted a trademark registration for any trademark which is confusingly similar to any of the INTELLECTUAL PROPERTYTrademarks, including the right to settle or otherwise compromise any dispute or suit, then Licensor and Licensee shall promptly notify LICENSEE of its decision. LICENSOR shall have no duty to initiate exchange information concerning such litigation if, in its sole judgment, such litigation is not warranted application and/or registration and either Licensor or is not in its best interests. 14.03 LICENSEE may join and be represented in, at its own expense by its own counsel, any proceeding relating to any unauthorized use or suspected infringement to prove its own interests. 14.04 LICENSEE agrees that it shall, at all times, reasonably cooperate with LICENSOR and its counsel, in all respects, with respect to any unauthorized use or suspected or alleged infringement at LICENSOR's expense, including, but not limited to, having LICENSEE's principals, directors, employees, officers and/or agents testify, and making available any records, papers, information, specimens and the like when requested by LICENSOR. 14.05 Any damages and/or recovery received pursuant to such litigation or settlement or compromise shall be the sole and exclusive property of LICENSOR. 14.06 If LICENSOR decides, in its discretion, not to take any action with respect to an unauthorized use or suspected infringement, then LICENSEE Licensee may, at its sole discretion and at its own option and sole expense, take bring and prosecute an appropriate proceeding under the trademark laws in the jurisdiction in question to oppose such action on application and/or to cancel such registration. Licensee shall have the right to join Licensor as an opposer or petitioner in any such opposition and/or cancellation proceedings, and Licensor agrees to sign all papers and perform all acts which Licensee may reasonably request to enable Licensee to oppose such application and/or to cancel such registration. (d) In the event that any third-party claims that one or more of the Trademarks or other Licensed Assets infringe any trademark or other right of such party, Licensee shall have the right, at its own behalf as option, to contest and defend such claim. If Licensee declines to contest or defend such claim, Licensor shall then have the right, at its option, to defend and contest such claim. In the event that Licensee exercises it deems appropriate rights to contest and defend any damagesclaim of infringement brought by a third-party in connection with any of the Licensed Assets, recovery, settlement Licensee agrees that it will not settle or compromise obtained thereby such claim without the prior approval and consent of the Licensor whose approval shall not be for the account of LICENSEEunreasonably withheld.

Infringement. 14.01 LICENSEE shall immediately agrees to notify LICENSOR LICENSORS promptly of any unauthorized use and/or suspected infringement of the INTELLECTUAL PROPERTY. Such notification shall includeclaim of, without limitation, immediately forwarding to LICENSOR any and all documents relating to any such unauthorized use or suspected infringement and providing LICENSOR with any and all facts and circumstances relating to such unauthorized use threatened action or suspected infringement. 14.02 LICENSOR shall have the primary, and in the first instance sole, right to institute a suit for infringement, unfair competition of any patents belonging to third parties, made or other action with respect to any unauthorized use or suspected infringementbrought against LICENSEE by reason of LICENSEE's exercise of rights granted hereunder. LICENSOR LICENSORS, upon notification, shall have the sole discretion right to determine how to handle or otherwise deal with any infringement or unauthorized use take charge of the INTELLECTUAL PROPERTYdefense of such action, as LICENSORS determine, including the right hiring of attorneys of its own selection, or may elect to settle indemnify or otherwise compromise hold harmless LICENSEE, who shall defend any dispute or suitsuch action through attorneys of LICENSEE's own selection. If any such action should be instigated against LICENSORS and LICENSEE jointly, LICENSEE shall defend such action on behalf of both parties through attorneys of its choosing providing such attorney is acceptable to LICENSORS. LICENSORS shall assist with such defense and accordingly shall without charge make available to LICENSEE any relevant records, information, samples, tests, reports, engineering data, and the like, and shall promptly notify LICENSEE of its decision. LICENSOR shall have no duty to initiate such litigation if, in its sole judgment, such litigation is not warranted or is not in its best interests. 14.03 LICENSEE may join and be represented in, at its own cost make all reasonable efforts to secure the testimony of its employees and shall cooperate with such defense as requested by LICENSEE. LICENSORS, however, shall have the right to participate in the defense of any such action at their own expense by its through counsel of their own counselchoosing. In the event LICENSEE shall determine that one or more of the patent rights licensed hereunder are being infringed, any proceeding relating LICENSEE shall not communicate with such suspected infringer and shall provide LICENSORS with evidence as LICENSEE may have acquired showing such infringement. If LICENSORS shall determine that an infringement exists, LICENSORS may take action to any unauthorized use or suspected suppress the infringement to prove its own interests. 14.04 LICENSEE agrees that it shallthe extent of bringing suit against such infringer, if necessary. LICENSORS, however, are under no obligation to bring such suit or to prosecute more than one suit at all timesa time involving a claim for infringement of any of the patents licensed hereunder. In the event LICENSORS decline to bring suit or to prosecute more than one suit at a time involving a claim for infringement of their patent or patents licensed hereunder, reasonably cooperate with LICENSOR and its counsel, in all respectsLICENSEE, with respect the permission of LICENSORS, may bring such suit at their own expense. If LICENSEE shall bring such suit and recover, then LICENSEE alone shall enjoy the benefit of such recovery. Should LICENSEE and LICENSORS determine to any unauthorized use jointly or suspected or alleged infringement at LICENSOR's expense, including, but not limited to, having LICENSEE's principals, directors, employees, officers and/or agents testify, and making available any records, papers, information, specimens and the like when requested by LICENSOR. 14.05 Any damages and/or recovery received pursuant to such litigation or settlement or compromise shall be the sole and exclusive property of LICENSOR. 14.06 If LICENSOR decides, in its discretion, not to take any collectively bring action with respect to an unauthorized use or suspected for infringement, then LICENSEE may, at its own option and sole expense, take such action on its own behalf as it deems appropriate and any damages, recovery, settlement or compromise obtained thereby recovery therefrom shall be divided between LICENSORS and LICENSEE based on the financial contributions of the respective parties, which contribution of LICENSORS may be provided by his foregoing royalties as provided for the account of LICENSEEherein.

Infringement. 14.01 LICENSEE shall immediately (a) Licensee agrees to notify LICENSOR Licensor promptly of any unauthorized use and/or suspected infringement conduct on the part of the INTELLECTUAL PROPERTY. Such notification shall include, without limitation, immediately forwarding third parties that it deems to LICENSOR any and all documents relating to any such unauthorized use or suspected infringement and providing LICENSOR with any and all facts and circumstances relating to such unauthorized use or suspected infringement. 14.02 LICENSOR shall have the primary, and in the first instance sole, right to institute be a suit for potential infringement, violation or an act of unfair competition or dilution of the Licensed Marks. (b) In such event, Licensor will have the first right, in its sole discretion and at its expense, to take whatever action it deems commercially appropriate to stop such infringement, including the bringing of an action for infringement or dilution of the Licensed Marks or for unfair competition with respect thereto. Licensor will exclusively control the prosecution or settlement of any such action and will bring such action in the name of Licensor only or in the name of both Licensor and Licensee. Licensee agrees, at Licensor's expense, to cooperate with Licensor in any such action and provide Licensor with all information and materials requested by Licensor. Licensor will have the right to retain any monetary proceeds, damages and other relief awarded in any such action or settlement thereof. (c) If Licensor notifies Licensee in writing that it is not taking any such action (such notice to be provided within 30 days of Licensor's receipt of Licensee's notice) or if Licensor fails to commence to take appropriate action to stop such infringement within 30 days of Licensor's receipt of Licensee's notice, which would have a material adverse effect on Licensee's use of the Licensed Marks, then and only then will Licensee have the right, at its expense, following prior written notice to Licensor, to take whatever action is necessary to stop such infringement, including the bringing of an action for infringement or dilution of the Licensed Marks or for unfair competition with respect thereto. In such event, Licensee will exclusively control the prosecution or settlement of any such action and will bring such action in the name of both Licensor and Licensee. Licensor agrees, at Licensee's expense, to cooperate with Licensee in any such action and provide Licensee with all information and materials requested by Licensee. Licensee will have the right to retain any monetary proceeds, damages and other relief awarded in any such action or settlement thereof, except with respect to any unauthorized use assignment or suspected infringement. LICENSOR shall have the sole discretion to determine how to handle license of trademark or otherwise deal other intellectual property rights which will be made only with any infringement or unauthorized use of the INTELLECTUAL PROPERTY, including the right to settle or otherwise compromise any dispute or suit, and shall promptly notify LICENSEE of its decision. LICENSOR shall have no duty to initiate such litigation if, in its sole judgment, such litigation is not warranted or is not in its best interestsLicensor. 14.03 LICENSEE may join and be represented in, at its own expense by its own counsel, any proceeding relating to any unauthorized use or suspected infringement to prove its own interests. 14.04 LICENSEE agrees that it shall, at all times, reasonably cooperate with LICENSOR and its counsel, in all respects, with respect to any unauthorized use or suspected or alleged infringement at LICENSOR's expense, including, but not limited to, having LICENSEE's principals, directors, employees, officers and/or agents testify, and making available any records, papers, information, specimens and the like when requested by LICENSOR. 14.05 Any damages and/or recovery received pursuant to such litigation or settlement or compromise shall be the sole and exclusive property of LICENSOR. 14.06 If LICENSOR decides, in its discretion, not to take any action with respect to an unauthorized use or suspected infringement, then LICENSEE may, at its own option and sole expense, take such action on its own behalf as it deems appropriate and any damages, recovery, settlement or compromise obtained thereby shall be for the account of LICENSEE.

Infringement. 14.01 LICENSEE 8.1. [COMPANY shall immediately promptly notify LICENSOR, and LICENSOR shall promptly notify COMPANY, of any unauthorized use and/or suspected infringement of any Licensed Patents. During the INTELLECTUAL PROPERTYterm of this Agreement, LICENSOR and COMPANY shall have the right to institute an action for infringement of the Licensed Patents against a third party in accordance with the following: COMPANY shall have the first right to enforce any Licensed Patents against such infringer, including defending any declaratory judgment action brought against it alleging the invalidity of a Licensed Patent, and shall bear the entire cost of such action. Such notification 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 LICENSOR choose not to join in such action, to the extent necessary for standing purposes, upon COMPANY’s request, LICENSOR shall includeassign to LICENSEE only such rights to the applicable Licensed Patent that may be necessary to permit COMPANY to initiate or prosecute such action without LICENSOR, provided that COMPANY shall be responsible for all reasonable attorneys 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 any action brought by COMPANY. COMPANY shall not enter into any settlement agreement, voluntary dismissal, consent judgment or other voluntary final disposition in any action regarding the Licensed Patents, including, without limitation, immediately forwarding any settlement of a claim relating to the scope, validity or enforceability of any Licensed Patent, without the express written consent of LICENSOR, such consent not to be unreasonably withheld or delayed. Any recovery or settlement received for punitive or exemplary damages based on a claim where COMPANY has borne the entire cost of such action shall be retained by COMPANY. If LICENSOR has joined in such action, then any other recovery or settlement received, including compensatory damages or damages based on a loss of revenues which exceed the out-of-pocket costs and expenses incurred by COMPANY and LICENSOR ( hereinafter “Net Recovery”), shall be deemed to be the proceeds of Sales of Licensed Products in the fiscal quarter received by COMPANY and COMPANY shall pay to LICENSOR any and all documents relating to any an amount representing the royalty which would have been paid by COMPANY in accordance with the provisions of Article 4 had such unauthorized use or suspected infringement and providing LICENSOR with any and all facts and circumstances relating to such unauthorized use or suspected infringement. 14.02 LICENSOR shall have the primary, and in the first instance sole, right to Net Recovery been accrued by COMPANY as Sales. If COMPANY does not institute a suit for an action against an infringer within ninety (90) days of receipt of notice of infringement, unfair competition or other action with respect LICENSOR may, upon thirty (30) days written notice to any unauthorized use or suspected infringement. LICENSOR shall have the sole discretion to determine how to handle or otherwise deal with any infringement or unauthorized use of the INTELLECTUAL PROPERTYCOMPANY, including the right to settle or otherwise compromise any dispute or suit, and shall promptly notify LICENSEE of its decision. LICENSOR shall have no duty to initiate institute such litigation ifaction, in its sole judgment, such litigation is not warranted or is not in its best interests. 14.03 LICENSEE may join and be represented in, at its own expense by its own counsel, any proceeding relating to any unauthorized use or suspected infringement to prove its own interests. 14.04 LICENSEE agrees that it shall, at all times, which case COMPANY shall reasonably cooperate with LICENSOR and its counsel, in all respects, with respect to any unauthorized use or suspected or alleged infringement at LICENSOR's expense, including, but not limited to, having LICENSEE's principals, directors, employees, officers and/or agents testify, and making available any records, papers, information, specimens and the like when requested by LICENSOR. 14.05 Any damages and/or recovery received pursuant such effort including being joined as a party to such litigation or settlement or compromise action if necessary. LICENSOR shall be entitled to retain all damages or costs awarded in such action. Should either LICENSOR or COMPANY be a party to a suit under the sole provisions of this Article and exclusive property of LICENSOR. 14.06 If LICENSOR decidesthereafter elect to abandon such suit, in its discretion, not the abandoning party shall give timely notice to take any action with respect to an unauthorized use or suspected infringement, then LICENSEE the other party who may, at its own option and sole expenseif it so desires, take continue prosecution of such action on its own behalf as it deems appropriate suit, provided that the sharing of expenses and any damages, recovery, settlement or compromise obtained thereby recovery in such suit shall be for the account of LICENSEEas agreed upon between LICENSOR and COMPANY.

Infringement. 14.01 LICENSEE shall immediately notify LICENSOR of any unauthorized use and/or suspected infringement of the INTELLECTUAL PROPERTY. Such notification shall include, without limitation, immediately forwarding to LICENSOR any and all documents relating to any such unauthorized use or suspected infringement and providing LICENSOR with any and all facts and circumstances relating to such unauthorized use or suspected infringement. 14.02 LICENSOR shall have the primary, and in the first instance sole, right to institute a suit for infringement, unfair competition or other action with respect to any unauthorized use or suspected infringement. LICENSOR shall have the sole discretion to determine how to handle or otherwise deal with any infringement or unauthorized use of the INTELLECTUAL PROPERTY, including the right to settle or otherwise compromise any dispute or suit, and shall promptly notify LICENSEE of its decision. LICENSOR shall have no duty to initiate such litigation if(a) YPC may, in its sole judgment, such litigation is not warranted or is not in its best interests. 14.03 LICENSEE may join and be represented in, at its own expense by its own counsel, any proceeding relating to any unauthorized use or suspected infringement to prove its own interests. 14.04 LICENSEE agrees that it shall, at all times, reasonably cooperate with LICENSOR and its counsel, in all respects, with respect to any unauthorized use or suspected or alleged infringement at LICENSOR's expense, including, but not limited to, having LICENSEE's principals, directors, employees, officers and/or agents testify, and making available any records, papers, information, specimens and the like when requested by LICENSOR. 14.05 Any damages and/or recovery received pursuant to such litigation or settlement or compromise shall be the sole and exclusive property of LICENSOR. 14.06 If LICENSOR decides, in its discretion, not institute or defend infringement or other proceedings specific to take any action with respect to an unauthorized use or suspected infringement, then LICENSEE may, at its own option and sole expense, take such action on its own behalf the Company Marks as it deems appropriate and shall have the full opportunity to control the prosecution, defense or settlement thereof to the extent any such proceedings directly pertain to the Company Marks; provided however, that LMI shall have the right to institute or defend, at LMI’s expense, any proceedings or actions that implicate, relate to, or involve LMI, its affiliates, their trademarks, websites or business. If YPC undertakes the prosecution or defense of any litigation relating to the Company Marks, LMI will cooperate, at YPC’s expense, by executing documents and performing acts reasonably needed to assist with the prosecution or defense thereof. YPC will bear the expense of any prosecution or defense of such action, including damages and attorneys’ fees; provided however, to the extent that damages, recoveryexpenses or attorneys’ fees are attributable to a breach of the terms of this Agreement by LMI, settlement LMI shall reimburse YPC for all such expenses, damages and attorneys’ fees attributable to LMI’s breach. If LMI undertakes the prosecution and defense of any litigation caused by the Company Marks but relating to LMI, its affiliates, their trademarks, websites or compromise obtained thereby shall business, YPC will cooperate, at LMI’s expense, by executing documents and performing acts reasonably needed to assist with the prosecution or defense thereof. LMI will promptly notify YPC in writing of any known challenge to the validity, registration, ownership or use of any of the Company Marks received by LMI. (b) If in YPC’s sole judgment, any claim or suit for infringement brought by a third party can be avoided or resolved by discontinuing use of the Company Marks, YPC will notify LMI accordingly, and LMI will discontinue using the applicable Company Marks upon ten (10) days’ (or such shorter period as may be required in an injunction) prior written notice from YPC to LMI, provided that the parties first will mutually work in good faith and with reasonable efforts to replace the applicable Company Marks with another ▇▇▇▇ or marks of YPC (“Replacement Marks”) for purposes of continued provision of the account YPC Search Results. In the event the Company Marks are discontinued under this Section 2.7(b) and no Replacement Marks are provided by YPC within thirty (30) days of LICENSEEthe discontinuation of the Replacement Marks, either party may terminate this Agreement upon written notice to the other party.

Infringement. 14.01 LICENSEE shall immediately notify LICENSOR a. Both parties agree promptly to give notice in writing to the other party of any unauthorized use and/or infringement or suspected or threatened infringement by a third party of the INTELLECTUAL PROPERTY. Such notification shall include, without limitation, immediately forwarding to LICENSOR Licensed Property which it learns of at any and all documents relating to time during the term of this Agreement. b. Upon learning of any such unauthorized use potential infringement under Section 7(a), Licensor may, but shall not be obligated to, take whatever action it deems necessary or desirable to protect or enforce its and Licensee's rights to the Licensed Property, including the filing and prosecution of litigation, opposition or cancellation proceedings, the institution of federal or state proceedings and the right to settle, subject to Licensee's approval, which shall not unreasonably be withheld. In the event that Licensor takes such action, Licensee shall provide, at Licensor's expense, reasonable cooperation to Licensor in the execution of any documents or other similar assistance required for Licensor to take such steps, including joining Licensor as a party in any litigation where reasonably necessary for the conduct thereof. Licensor agrees to notify Licensee in writing of Licensor's decision and course of action as soon as reasonably possible following the receipt of any notice from the Licensee under Section 7(a) above. c. In the event that Licensor elects not to exercise its rights under Section 7(b) or fails to take action under Section 7(b) within 30 days of learning or receiving notice of any infringement or suspected infringement and providing LICENSOR with any and all facts and circumstances relating to such unauthorized use or suspected threatened infringement. 14.02 LICENSOR , Licensee shall have the primaryright, but not the obligation, at its sole expense and upon prior written notice to Licensor, to take such action as it deems necessary for the protection of its and Licensor's rights in and to the first instance sole, right to institute a suit for infringement, unfair competition or other action with respect to any unauthorized use or suspected infringement. LICENSOR shall have the sole discretion to determine how to handle or otherwise deal with any infringement or unauthorized use of the INTELLECTUAL PROPERTYLicensed Property, including the institution of federal and state proceedings and the right to settle or otherwise compromise settle, subject to Licensor's approval, which shall not be unreasonably withheld. In the event Licensee takes any dispute or suitaction permitted under this Section 7(c), and Licensor shall promptly notify LICENSEE of its decision. LICENSOR shall have no duty to initiate such litigation if, in its sole judgment, such litigation is not warranted or is not in its best interests. 14.03 LICENSEE may join and be represented inprovide, at its own expense by its own counsel, any proceeding relating to any unauthorized use or suspected infringement to prove its own interests. 14.04 LICENSEE agrees that it shall, at all times, reasonably cooperate with LICENSOR and its counsel, in all respects, with respect to any unauthorized use or suspected or alleged infringement at LICENSORLicensee's expense, includingreasonable cooperation to Licensee in the execution of any documents or other similar assistance required for Licensee to take such steps, but not limited to, having LICENSEE's principals, directors, employees, officers and/or agents testify, and making available including joining Licensee as a party in any records, papers, information, specimens and litigation where reasonably necessary for the like when requested by LICENSOR. 14.05 Any damages and/or recovery received pursuant to such litigation or settlement or compromise shall be the sole and exclusive property of LICENSOR. 14.06 conduct thereof. If LICENSOR decides, in its discretion, Licensee decides not to take any action with respect to such infringement to enforce its rights pursuant to this Section, it shall promptly notify Licensor of such decision. d. Nothing in this Agreement shall be construed to prevent Licensor and Licensee from taking action jointly in any infringement suit or other action with respect to the Licensed Property. e. The party that takes action against an unauthorized third party use or suspected infringement(unless the action is taken jointly) shall receive and retain any and all funds recovered in such an action, then LICENSEE mayincluding without limitation, at its own option the settlement thereof, after all parties are reimbursed for all out-of-pocket costs and sole expenseexpenses incurred by them in connection with such action. If the action is taken jointly, take such action on its own behalf as it deems appropriate the parties will share the expenses equally and, after payment of expenses, the parties shall share equally any and any damagesall funds recovered in an action, recoveryincluding without limitation, the settlement or compromise obtained thereby shall be for the account of LICENSEEthereof.

Infringement. 14.01 17.1 If LICENSEE becomes aware of an infringement or has reasonable cause to believe that there has been an infringement of any LICENSED PATENT, LICENSEE shall immediately notify LICENSOR in writing concerning LICENSEE's knowledge of any unauthorized use and/or suspected infringement of the INTELLECTUAL PROPERTY. Such notification shall include, without limitation, immediately forwarding to LICENSOR any and all documents relating to any such unauthorized use or suspected infringement and providing LICENSOR with any and all facts and circumstances relating to such unauthorized use or suspected infringement. 14.02 LICENSOR shall have the primary, and in the first instance sole, right to institute a suit for infringement, unfair competition or other action with respect to any unauthorized use or suspected infringement. LICENSOR shall have the sole discretion to determine how to handle or otherwise deal with any infringement or unauthorized use of the INTELLECTUAL PROPERTYreasonable cause for belief of infringement. Such notice should include: an analysis of how the claims of any LICENSED PATENT(S) read-on the allegedly infringing articles; the identity of the alleged infringers; a statement as to whether the alleged infringers are making, including using, or selling the right allegedly infringing articles; a statement describing the extent of the alleged infringement; and a statement which describes and quantifies the harm being suffered by the LICENSEE as a result of the alleged infringement. If such notice and information are furnished, LICENSOR may volunteer its opinion as to settle whether reasonable cause exists to believe that there has been an infringement. LICENSEE is authorized under the provisions of Chapter 29 of Title 35, United States Code, or otherwise compromise any dispute or suitother statutes, and shall promptly notify LICENSEE of its decision. LICENSOR shall have no duty (a) to initiate such litigation if, bring suit in its sole judgment, such litigation is not warranted or is not in its best interests. 14.03 LICENSEE may join and be represented inown name, at its own expense by its own counsel, any proceeding relating to any unauthorized use or suspected infringement to prove its own interests. 14.04 LICENSEE agrees that it shall, at all times, reasonably cooperate with LICENSOR and its counsel, in all respects, with respect to any unauthorized use or suspected or alleged infringement at LICENSOR's expense, including, but not limited to, having LICENSEE's principals, directors, employees, officers and/or agents testify, and making available any records, papers, information, specimens and the like when requested by LICENSOR. 14.05 Any damages and/or recovery received pursuant to such litigation or settlement or compromise shall be the sole and exclusive property of LICENSOR. 14.06 If LICENSOR decides, in its discretion, not to take any action with respect to an unauthorized use or suspected infringement, then LICENSEE may, at its own option and sole expense, take such action on its own behalf as it deems appropriate behalf, for infringement of the LICENSED PATENT(S), and (b) in any such suit, to enjoin infringement and to collect for its use, damages, recoveryprofits and awards of whatever nature, settlement recoverable from such infringement, subject to payment of royalties due to NASA, and further, (c) to settle any claim or compromise obtained thereby suit for infringement of the LICENSED PATENT(S), as by granting a sublicense under this AGREEMENT. With respect to the royalties due to NASA from LICENSEE's successful infringement action, the parties agree to enter into good faith negotiations to arrive at the appropriate amount of royalties due to NASA. The authority to bring suit is subject to the continuing right of the United States to bring suit itself or to intervene in LICENSEE's suit; and, in either event, LICENSEE shall be for the account of LICENSEEgive LICENSOR reasonable notice and assistance.

Infringement. 14.01 LICENSEE Licensee understands and agrees that Licensor shall immediately notify LICENSOR not have any obligation to police any area where Licensee sells Licensed Products using the Trademarks against the infringements by others of any unauthorized use and/or suspected infringement of the INTELLECTUAL PROPERTYTrademarks. Such notification shall includeHowever, without limitationupon learning of an apparent infringement situation, immediately forwarding Licensee agrees to LICENSOR notify Licensor in writing of the name and address, and to furnish such other pertinent information as may be reasonably available, of any third party who may be infringing or otherwise violating any of Licensor's rights in and all documents relating to any such unauthorized of the Trademarks, or of any third party who makes a claim that use of any of the Trademarks infringes upon or suspected infringement otherwise violates any property or rights of any nature of said third party. Licensor shall notify Licensee promptly in writing of the name and providing LICENSOR with any and all facts and circumstances relating to such unauthorized use or suspected infringement. 14.02 LICENSOR shall have the primaryaddress, and to furnish such other pertinent information as may be available, of any third party who may be infringing or otherwise violating any of Licensor's rights in and to any of the Trademarks in the first instance sole, right to institute a suit for infringement, unfair competition or other action with respect to any unauthorized use or suspected infringementLicensed Territories. LICENSOR Licensor shall have the sole discretion right to determine how whether or not any action shall be undertaken on account of such apparent infringement and Licensee agrees to handle cooperate with Licensor, at Licensor's expense, in all reasonable respects in any action which Licensor, at its sole discretion, deems advisable or necessary to protect Licensor's rights in the Trademarks or in the defense of a claim by a third party that use of any of the Trademarks infringes upon or otherwise deal with violates any property rights of any nature of said third party. In the event that Licensee learns of any direct infringement of the Trademarks in the Licensed Territories by the sale of any of the licensed Products by a third party, other than one under Section 3, and such third party has infringing sales in excess of two (2%) percent of those of Licensee in the particular State which is part of the Licensed Territories, Licensor agrees to take such action as is necessary to eliminate the infringement or unauthorized delegate the same, at Licensor's sole discretion, to Licensee to pursue at Licensee's expense. The result of any such action or inaction by Licensor shall not relieve Licensee of its obligations hereunder, unless such resolution precludes the use of the INTELLECTUAL PROPERTYTrademarks in connection with the Licensed Products, including the right to settle or otherwise compromise any dispute or suit, and shall promptly notify LICENSEE of its decision. LICENSOR in which event Licensee shall have no duty the option to initiate terminate this Agreement, provided that any such litigation if, termination will not affect any remedies among the parties at law or in its sole judgment, such litigation is not warranted or is not equity. Nothing in its best intereststhis Section 16 shall relieve Licensor of the obligations under Section 3 of this Agreement. 14.03 LICENSEE may join and be represented in, at its own expense by its own counsel, any proceeding relating to any unauthorized use or suspected infringement to prove its own interests. 14.04 LICENSEE agrees that it shall, at all times, reasonably cooperate with LICENSOR and its counsel, in all respects, with respect to any unauthorized use or suspected or alleged infringement at LICENSOR's expense, including, but not limited to, having LICENSEE's principals, directors, employees, officers and/or agents testify, and making available any records, papers, information, specimens and the like when requested by LICENSOR. 14.05 Any damages and/or recovery received pursuant to such litigation or settlement or compromise shall be the sole and exclusive property of LICENSOR. 14.06 If LICENSOR decides, in its discretion, not to take any action with respect to an unauthorized use or suspected infringement, then LICENSEE may, at its own option and sole expense, take such action on its own behalf as it deems appropriate and any damages, recovery, settlement or compromise obtained thereby shall be for the account of LICENSEE.

Infringement. 14.01 A. In the event that the LICENSOR or LICENSEE determines that a third party is making, using or selling a product that may infringe a Subject Patent, it will promptly notify the other party in writing. LICENSEE may, at it sole option, bring suit against such alleged infringer. In the event LICENSEE decides to bring suit, it shall immediately notify give prompt written notice to the LICENSOR of any unauthorized use and/or suspected infringement that fact. All recoveries in such suit shall inure to the benefit of LICENSEE, except that the INTELLECTUAL PROPERTY. Such notification shall include, without limitation, immediately forwarding to LICENSOR any and all documents relating to any such unauthorized use or suspected infringement and providing LICENSOR with any and all facts and circumstances relating to such unauthorized use or suspected infringement. 14.02 LICENSOR shall have the primary, and in the first instance sole, right to institute 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 paid. The LICENSOR must make such election within thirty (30) days of its receipt of notice that LICENSEE has decided to bring suit. The LICENSOR shall also have the right to choose to be represented by separate counsel in any such suit. If LICENSEE elects not to bring a suit for infringementagainst the alleged infringer, unfair competition or other action with respect to any unauthorized use or suspected infringement. it shall promptly notify the LICENSOR of that fact and the LICENSOR shall have the sole discretion right to determine how commence such action at its own cost and expense, in which case any recoveries shall inure to handle or otherwise deal with any infringement or unauthorized use the benefit of the INTELLECTUAL PROPERTYLICENSOR. B. In the event that LICENSEE, including an Affiliate or a sublicensee is sued by a third party charging patent infringement for the right to settle manufacture, use or otherwise compromise any dispute or suitsale of a Licensed Product, and LICENSEE shall promptly notify the LICENSOR. LICENSEE shall be entitled to withhold up to fifty percent (50%) of the royalties otherwise payable to the LICENSOR, and use that withheld royalty to reimburse itself for legal defense costs incurred in such infringement suit, provided, however, that the infringement suit is based on a particular feature of the Licensed Product that is covered by a Subject Patent. If LICENSEE avails itself of the provisions of this paragraph, LICENSEE agrees to supply the LICENSOR with proof of the legal costs incurred. LICENSOR's liability for such infringement shall be limited to 50% (fifty percent) of all royalties paid by LICENSEE to LICENSOR up to the date of judgment in such infringement suit. C. If LICENSEE, any of its decision. Affiliates or any of its sublicensees is required to pay a royalty to other than the LICENSOR as a result of a final judgment or settlement in order to make and/or sell a Licensed Product then in that event, the royalty payable to the LICENSOR shall have be reduced by the amount of royalty that LICENSEE, the Affiliate or the sublicensee shall be required to pay to other than the LICENSOR, but in no duty event shall the royalty payable to initiate the LICENSOR be reduced by more than fifty percent (50%) from the royalty rate specified in Article IV. If LICENSEE avails itself of the provisions of this paragraph, LICENSEE agrees to provide the LICENSOR with proof of such litigation if, in its sole judgment, such litigation is not warranted or is not in its best interestsroyalties paid to the third party. 14.03 LICENSEE may join and D. In the event that any claim(s) of a Subject Patent are finally determined by a court to be represented ininvalid or unenforceable, at its own expense by its own counselthe parties hereto agree to negotiate a reduced royalty provided for in Article IV, any proceeding relating to any unauthorized use or suspected infringement to prove its own interestsclause A in view of such determination. 14.04 LICENSEE agrees that it shall, at all times, reasonably cooperate with LICENSOR and its counsel, in all respects, with respect to any unauthorized use or suspected or alleged infringement at LICENSOR's expense, including, but not limited to, having LICENSEE's principals, directors, employees, officers and/or agents testify, and making available any records, papers, information, specimens and the like when requested by LICENSOR. 14.05 Any damages and/or recovery received pursuant to such litigation or settlement or compromise shall be the sole and exclusive property of LICENSOR. 14.06 If LICENSOR decides, in its discretion, not to take any action with respect to an unauthorized use or suspected infringement, then LICENSEE may, at its own option and sole expense, take such action on its own behalf as it deems appropriate and any damages, recovery, settlement or compromise obtained thereby shall be for the account of LICENSEE.

Infringement. 14.01 LICENSEE shall immediately 7.1 Licensee agrees to notify LICENSOR Licensor, in writing, of any unauthorized use and/or suspected acts of infringement or violation of the INTELLECTUAL PROPERTY. Such notification shall include, without limitation, Patents immediately forwarding to LICENSOR any and all documents relating to after any such unauthorized use acts are brought to its attention or suspected it has otherwise acquired knowledge thereof. The parties agree to consult with each other as to how to respond to each infringement and providing LICENSOR or violation of the Patents. If the parties jointly conclude that legal action should be taken with any and all facts and circumstances relating respect to such unauthorized use infringement or suspected infringement.violation, Licensor and Licensee shall promptly and diligently prosecute such action. In such event, each shall pay the following proportion of all costs and expenses and receive the same proportion of all recoveries and awards with respect to said action: Licensor: 5% Licensee: 95% DWDM/POF Licence Agreement Page 7 -------------------------------------------------------------------------------- 14.02 LICENSOR 7.2 In the event Licensee advises Licensor that it will not participate in such legal action, the Licensor shall be free to prosecute such action as Licensor may deem advisable and in that connection, Licensee shall assist Licensor in all reasonable ways and at all reasonable times, and Licensor shall have the primaryright to use the name of Licensee as a party to the proceedings, either solely or jointly with Licensor's own name, provided that Licensor shall pay all costs and expenses and in such an event, Licensor shall be entitled to receive all recoveries and awards in connection with such proceedings. 7.3 In the event Licensor advises Licensee that it will not participate in such legal action, the Licensee shall be free to prosecute such action as Licensee may deem advisable and in that connection, Licensor shall assist Licensee in all reasonable ways and at all reasonable times, and in the first instance sole, right to institute a suit for infringement, unfair competition or other action with respect to any unauthorized use or suspected infringement. LICENSOR Licensee shall have the sole discretion to determine how to handle or otherwise deal with any infringement or unauthorized use of the INTELLECTUAL PROPERTY, including the right to settle use the name of Licensor as a party to the proceedings, either solely or otherwise compromise jointly with Licensee's own name, provided that Licensee shall pay all costs and expenses and in such an event, Licensee shall be entitled to receive all recoveries and awards in connection with such proceedings. 7.4 In the event that any dispute or suit, and action, or other proceeding shall be brought against Licensee involving any claim of patent infringement based upon Licensee's manufacture and/or use, or sale of any Product: 7.4.1 Licensee shall promptly notify LICENSEE send to Licensor a copy of its decision. LICENSOR shall all proceedings which have no duty to initiate been served in such litigation ifsuit, action or other proceeding; 7.4.2 in its sole judgmentthe defence of any such claim, such litigation is not warranted or is not in its best interests. 14.03 LICENSEE may join and be represented in, at its own expense by its own counsel, any proceeding relating to any unauthorized use or suspected infringement to prove its own interests. 14.04 LICENSEE agrees that it shall, at all times, reasonably Licensor will cooperate fully with LICENSOR and its counsel, in all respects, with respect to any unauthorized use or suspected or alleged infringement at LICENSOR's expense, including, but not limited to, having LICENSEE's principals, directors, employees, officers and/or agents testifyLicensee, and making will, from time to time, make available any to Licensee all relevant records, papers, information, samples, specimens and other similar material; 7.4.3 should such suit, action or other proceeding relate to any Product produced, sold or distributed by Licensee or method used by any user thereof embodying or using the like when requested by LICENSORPatents or the Know-How and should independent patent counsel acceptable to Licensor and to Licensee be of the opinion that such Product or method constitute a clear infringement of one or more of the claims mentioned in such suit, action or other proceeding which has not been settled to the full exoneration of Licensee six (6) months after the date of service thereof upon the Licensee, Licensee shall have, as its sole recourse, the right to terminate this Agreement upon written notice to Licensor. 14.05 Any damages and/or recovery received pursuant to such litigation or settlement or compromise shall be the sole 7.5 Licensee and exclusive property of LICENSOR. 14.06 If LICENSOR decides, in its discretion, Licensor agree not to take contest the ownership or validity of the Patents either directly or indirectly in any action with respect to an unauthorized use or suspected infringement, then LICENSEE may, at its own option and sole expense, take such action on its own behalf as it deems appropriate and any damages, recovery, settlement or compromise obtained thereby shall be for the account of LICENSEE.way whatsoever. DWDM/POF Licence Agreement Page 8 --------------------------------------------------------------------------------

Infringement. 14.01 LICENSEE shall immediately (a) ECC and Sublicensee will promptly notify LICENSOR (within 30 days) one another of any unauthorized use and/or suspected apparent infringement of the INTELLECTUAL PROPERTY. Such notification shall includeTechnology (whether or not such apparent infringement is within the Field of Use) or of the Trademarks which comes to their attention while the Sublicense remains in effect, without limitationand if in ECC's opinion the apparent infringement has substantial and adverse consequences, immediately forwarding ECC shall, at its sole cost and expense, bring suit to LICENSOR any and all documents relating to any enjoin such unauthorized use or suspected infringement and providing LICENSOR to recover damages therefor. In any action brought by ECC pursuant to this subparagraph, ECC shall select and control counsel for the prosecution of such suit. Sublicensee shall (i) have the right to receive, from time to time, full and complete information from ECC concerning the status of such suit, (ii) have the right, at Sublicensee's own expense, to be represented therein by counsel in an advisory capacity, and (iii) cooperate fully with any ECC and all facts provide whatever assistance is reasonably requested by ECC in connection with such suit, including the preparation and circumstances relating signing of documents. If ECC decides not to bring suit to enjoin an alleged infringement either because it is deemed inadvisable or DE MINIMIS, no such unauthorized use action will be required by ECC; however, ECC's Licensor shall, at its own cost and expense, have the right, but not the obligation, to bring suit to enjoin such infringement and to recover damages therefore. In the event ECC's Licensor elects to bring suit, Sublicensee's rights and obligations hereunder shall be the same as if ECC had undertaken to enjoin such infringement. In the event the action taken by ECC or suspected infringement. 14.02 LICENSOR its Licensor is not satisfactory to Sublicensee, then Sublicensee shall have the primaryright at its sole cost, to take whatever action it deems appropriate in its own name against an alleged infringer. Additionally, ECC and its Licensor shall (i) have the right to consult with Sublicensee prior to Sublicensee pursuing legal action against a potential infringer and thereafter shall have the right to receive, from time to time, full and complete information from Sublicensee concerning any actions Sublicensee has taken against an alleged infringer, and (ii) have the right, at ECC's or its Licensor's, as applicable, own expense, to be represented by counsel in an advisory capacity in any legal proceedings initiated by Sublicensee. (b) ECC and Sublicensee will promptly notify (within 30 days) one another of any apparent infringement of any Sublicensee owned Process Improvement (whether or not such apparent infringement is within the first instance soleField of Use) which comes to their attention and, if in Sublicensee's opinion, the apparent infringement has substantial and adverse consequences, Sublicensee shall, at its sole cost and expense, bring suit to enjoin such infringement and to recover damages therefor. In any action brought by Sublicensee pursuant to this subparagraph, Sublicensee shall select and control counsel for the prosecution of such suit. ECC shall (i) have the right to institute receive, from time to time, full and complete information from Sublicensee concerning the status of such suit, (ii) have the right, at ECC's own expense, to be represented therein by counsel in an advisory capacity, and (iii) cooperate fully with Sublicensee and provide whatever assistance is reasonably requested by Sublicensee in connection with such suit, including the preparation and signing of documents, If Sublicensee decides not to bring suit to enjoin an alleged infringement of Sublicensee owned Process Improvements either because it is deemed inadvisable or DE MINIMIS, no such action will be required by Sublicensee. In the event the action taken by Sublicensee is not satisfactory to ECC, then ECC shall have the right but not the obligation, at its sole cost, to take whatever action it deems appropriate in its own name against an alleged infringer. Additionally, Sublicensee shall (i) have the right to consult with ECC prior to ECC pursuing legal action against a suit for infringementpotential infringer and thereafter shall have the right to receive, unfair competition from time to time, full and complete information from ECC concerning any actions ECC has taken against an alleged infringer, and (ii) have the right, at Sublicensee's own expense, to be represented by counsel in an advisory capacity in any legal proceedings initiated by ECC with respect to infringement of Sublicensee owned Process Improvements. (c) The parties shall notify (within 30 days) each other of any claim by any person that the manufacture or other action use of the Technology with respect to any unauthorized use Product by Sublicensee in the Field of Use infringes the rights of such person or suspected of the commencement of any lawsuit against ECC, Sublicensee, or any customers of the foregoing, as the result of such alleged infringement. LICENSOR ECC may assume and control the defense of any such lawsuit, at its sole cost and expense, irrespective of whether ECC is named as a defendant in such litigation. Sublicensee will assist ECC in the defense of such suit or action by providing information and fact witnesses as needed, provided, however, that ECC shall reimburse Sublicensee for all out-of-pocket costs, excluding attorney fees except as preapproved by ECC, incurred by Sublicensee in connection with such action by allowing a credit or offset against the Royalty due hereunder. Sublicensee shall have the sole discretion to determine how to handle or otherwise deal with any infringement or unauthorized use of the INTELLECTUAL PROPERTY, including the right to settle be represented in such suit or otherwise compromise any dispute or suitaction only in an advisory capacity. If ECC decides not to assume the defense of infringement lawsuit described in this subparagraph, and shall promptly notify LICENSEE of its decision. LICENSOR then ECC's Licensor shall have no duty to initiate such litigation if, in its sole judgment, such litigation is not warranted or is not in its best interests. 14.03 LICENSEE may join and be represented in, at its own expense by its own counsel, any proceeding relating to any unauthorized use or suspected infringement to prove its own interests. 14.04 LICENSEE agrees that it shall, at all times, reasonably cooperate with LICENSOR and its counsel, in all respects, with respect to any unauthorized use or suspected or alleged infringement at LICENSOR's expense, includingthe right, but not limited tothe obligation, having LICENSEEto do so. In the event ECC's principalsLicensor elects to assume the defense, directorsSublicensee's obligations shall be the same as if ECC were assuming the defense of such litigation. If ECC's Licensor does not assume defense of such litigation, employeesthen Sublicensee shall have the right, officers and/or agents testifybut not the obligation, at Sublicensee's own cost and expense, to assume the defense of such lawsuit utilizing legal counsel of its choice. (d) If, as the result of any lawsuit referred to in the preceding subparagraph, Sublicensee is required by final court order from which no appeal can be taken (or by a court order which ECC's legal counsel believes has no reasonable likelihood of success for modification on appeal) to obtain a license under any third party's patent not licensed hereunder in order to continue with Sublicensee's activities as contemplated by this Agreement, and making available any recordsto pay a royalty under such license, papers, information, specimens and the like when requested infringement of such patent cannot reasonably be avoided by LICENSOR. 14.05 Any damages and/or recovery received Sublicensee, the future payment of the Royalty shall thereafter be reduced by an amount equal to 100% of any fee or royalty payable by Sublicensee under such additional license, but in no event shall the Royalty be reduced to an amount less than zero, as long as the infringement was due to the Technology licensed hereunder. In addition, if Sublicensee settles an infringement action referred to in the foregoing subparagraph, after obtaining the prior written consent of ECC (which shall not be unreasonably withheld), and pursuant to such litigation settlement Sublicensee obtains a license under any patent not licensed hereunder, to make, use or settlement or compromise sell the Products in any manner contemplated by this Agreement, and agrees to pay a royalty under such license, and the infringement of such patent cannot reasonably be avoided by Sublicensee, the Royalty shall thereafter be reduced by an amount equal to 100% of the sole and exclusive property of LICENSOR. 14.06 If LICENSOR decidessum payable by Sublicensee pursuant to such settlement, but in its discretion, not to take any action with respect no event shall the Royalty be reduced to an unauthorized use or suspected infringementamount less than zero, then LICENSEE may, at its own option and sole expense, take such action on its own behalf as it deems appropriate and any damages, recovery, long as the settlement or compromise obtained thereby shall be was for claims of infringement due to the account of LICENSEETechnology licensed hereunder.

Infringement. 14.01 LICENSEE shall immediately notify LICENSOR Upon learning of any infringement by any third party of any claim of any Licensed Patent or the unauthorized use and/or suspected infringement disclosure of the INTELLECTUAL PROPERTY. Such notification shall include, without limitation, immediately forwarding to LICENSOR any and all documents relating Trade Secret to any person or entity (other than the parties hereto and their employees), the party learning of such unauthorized use infringement or suspected infringement and disclosure shall promptly notify the other party hereto in writing thereof providing LICENSOR with any and all facts and circumstances relating to such unauthorized use or suspected infringement. 14.02 LICENSOR shall have the primary, and in the first instance sole, factual details thereof. The right to proceed against third parties and/or institute a suit for infringement, unfair competition or other action with respect to any unauthorized cause arising out of such unlicensed use or suspected infringementsettle any such suit or dispute rests with Licensor. LICENSOR shall have the sole discretion Licensee agrees to determine how to handle or otherwise deal with any infringement or unauthorized use of the INTELLECTUAL PROPERTY, including the right to settle or otherwise compromise any dispute or suit, and shall promptly notify LICENSEE of its decision. LICENSOR shall have no duty to initiate such litigation if, in its sole judgment, such litigation is not warranted or is not in its best interests. 14.03 LICENSEE may join and be represented in, at its own expense by its own counsel, any proceeding relating to any unauthorized use or suspected infringement to prove its own interests. 14.04 LICENSEE agrees that it shall, at all times, reasonably cooperate with LICENSOR and its counsel, Licensor in all respects, with respect including to be named as a plaintiff in any unauthorized use suit or suspected or alleged infringement at LICENSOR's expenseproceeding brought against any third party, including, but not limited to, having LICENSEE's principals, directors, employees, officers and/or agents testifyto have any of Licensee’s employees testify when requested by Licensor, and making to make available any records, papers, information, specimens specimens, and the like when requested by LICENSOR. 14.05 like, each at Licensor’s sole cost and expense. Any damages and/or recovery received pursuant to such litigation suit, proceeding or settlement shall belong exclusively to Licensor. Should Licensor fail to institute a suit or compromise undertake actions to prevent the continuation of the unlicensed use within two (2) months of notification by Licensee, then Licensee shall have the right to initiate a suit, proceeding and/or settlement, Licensee shall have the right to control and manage such suit, proceeding and/or settlement and Licensor agrees to be named as a plaintiff (if necessary) and assist and cooperate with Licensee in all respects as reasonably requested by Licensee in bringing and proceeding with any such suit, at Licensee’s sole cost and expense. Any recovery received pursuant to such suit, proceeding or settlement shall be allocated among the sole parties as follows: To first pay for or reimburse Licensee for all costs and exclusive property of LICENSORexpenses relating to such suit or proceeding initiated by Licensee; and second, any remaining balance to Licensor. 14.06 If LICENSOR decides, in its discretion, not to take any action with respect to an unauthorized use or suspected infringement, then LICENSEE may, at its own option and sole expense, take such action on its own behalf as it deems appropriate and any damages, recovery, settlement or compromise obtained thereby shall be for the account of LICENSEE.

Infringement. 14.01 LICENSEE shall immediately notify LICENSOR 12.1 The Licensee will forthwith give notice in writing to the Licensor of any unauthorized use and/or infringement or suspected or threatened infringement in or outside the Territory of the INTELLECTUAL PROPERTY. Such notification shall includePatents or the Technology which at any time comes to its attention. 12.2 The Licensor and the Licensee will thereupon discuss what steps should be taken to prevent or terminate such infringement including the institution of legal proceedings where necessary. 12.3 The Licensor has the right, without limitationif it elects to do so, immediately forwarding to LICENSOR any exercise sole control of the prosecution and all documents relating to any such unauthorized use or suspected infringement and providing LICENSOR with any and all facts and circumstances relating to such unauthorized use or suspected infringement. 14.02 LICENSOR shall have the primary, and related settlement negotiations in the first instance sole, right to institute a suit for infringement, unfair competition or other action with respect to any unauthorized use or suspected infringement. LICENSOR shall have the sole discretion to determine how to handle or otherwise deal connection with any infringement or unauthorized use of the INTELLECTUAL PROPERTY, including the right to settle or otherwise compromise any dispute or suit, and shall promptly notify LICENSEE of its decision. LICENSOR shall have no duty to initiate such litigation if, in its sole judgment, such litigation is not warranted or is not in its best interests. 14.03 LICENSEE may join and be represented in, at its own expense by its own counsel, any proceeding relating to any unauthorized use or suspected infringement to prove its own interests. 14.04 LICENSEE agrees that it shall, at all times, reasonably cooperate with LICENSOR and its counsel, in all respects, with respect to any unauthorized use or suspected or alleged threatened infringement at LICENSOR's expensein the Territory. If the Licensor elects to exercise this control, includingall proceedings and settlement expenses will, but not limited tosubject to section 12.6, having LICENSEE's principals, directors, employees, officers and/or agents testify, and making available any records, papers, information, specimens and the like when requested by LICENSOR. 14.05 Any damages and/or recovery received pursuant to such litigation or settlement or compromise shall be the sole and exclusive property of LICENSOR. 14.06 If LICENSOR decides, in its discretion, not to take any action with respect to an unauthorized use or suspected infringement, then LICENSEE may, at its own option and sole expense, take such action on its own behalf as it deems appropriate and any damages, recovery, settlement or compromise obtained thereby shall be for the account of LICENSEEthe Licensor. 12.4 If the Licensor elects to prosecute a claim for infringement, the Licensee will, to the extent, if any, reasonably necessary to initiate or maintain suit, consent to be added as a nominal party unless there is a reasonable basis for the Licensee's refusal. Without limitation, substantial prejudice to any legal or economic interest of the Licensee will be sufficient reason to withhold consent. 12.5 If the Licensor elects not to exercise sole control of any infringement proceedings in the Territory, the Licensee may commence proceedings in respect of the infringement or suspected or threatened infringement. The Licensee may join the Licensor as a nominal party if necessary to establish standing to initiate or maintain suit. All proceedings and settlement expenses will, subject to section 12.6, be for the account of the Licensee. 12.6 All proceeds of infringement proceedings will be applied first against the uncompensated costs of the proceedings and any similar previous proceedings, and second against any amounts owing to the Licensor under this Agreement. Any excess proceeds will be divided equally between the Licensor, on the one hand, and all permitted Licensees rateably in proportion to their contribution to the cost of abatement in respect of the infringement in Territory, on the other.

Infringement. 14.01 LICENSEE shall immediately (a) ECC and Sublicensee will promptly notify LICENSOR (within 30 days) one another of any unauthorized use and/or suspected apparent infringement of the INTELLECTUAL PROPERTY. Such notification shall includeTechnology (whether or not such apparent infringement is within the Field of Use) or of the Trademarks which comes to their attention while the Sublicense remains in effect, without limitationand if in ECC's opinion the apparent infringement has substantial and adverse consequences, immediately forwarding ECC shall, at its sole cost and expense, bring suit to LICENSOR any and all documents relating to any enjoin such unauthorized use or suspected infringement and providing LICENSOR to recover damages therefor. In any action brought by ECC pursuant to this subparagraph, ECC shall select and control counsel for the prosecution of such suit. Sublicensee shall (i) have the right to receive, from time to time, full and complete information from ECC concerning the status of such suit, (ii) have the right, at Sublicensee's own expense, to be represented therein by counsel in an advisory capacity, and (iii) cooperate fully with any ECC and all facts provide whatever assistance is reasonably requested by ECC in connection with such suit, including the preparation and circumstances relating signing of documents. If ECC decides not to bring suit to enjoin an alleged infringement either because it is deemed inadvisable or DE MINIMIS, no such unauthorized use action will be required by ECC; however, ECC's Licensor shall, at its own cost and expense, have the right, but not the obligation, to bring suit to enjoin such infringement and to recover damages therefore. In the event ECC's Licensor elects to bring suit, Sublicensee's rights and obligations hereunder shall be the same as if ECC had undertaken to enjoin such infringement. In the event the action taken by ECC or suspected infringement. 14.02 LICENSOR its Licensor is not satisfactory to Sublicensee, then Sublicensee shall have the primaryright, at its sole cost, to take whatever action it deems appropriate in its own name against an alleged infringer. Additionally, ECC and its Licensor shall (i) have the right to consult with Sublicensee prior to Sublicensee pursuing legal action against a potential infringer and thereafter shall have the right to receive, from time to time, full and complete information from Sublicensee concerning any actions Sublicensee has taken against an allege infringer, and (ii) have the right, at ECC's or its Licensor's, as applicable, own expense, to be represented by counsel in an advisory capacity in any legal proceedings initiated by Sublicensee. (b) ECC and Sublicensee will promptly notify (within 30 days) one another of any apparent infringement of any Sublicensee owned Process Improvement (whether or not such apparent infringement is within the first instance soleField of Use) which comes to their attention and, if in Sublicensee's opinion, the apparent infringement has substantial and adverse consequences, Sublicensee shall, at its sole cost and expense, bring suit to enjoin such infringement and to recover damages therefor. In any action brought by Sublicensee pursuant to this paragraph, Sublicensee shall select and control counsel for the prosecution of such suit. ECC shall (i) have the right to institute receive, from time to time, full and complete information from Sublicensee concerning the status of such suit, (ii) have the right, at ECC's own expense, to be represented therein by counsel in an advisory capacity, and (iii) cooperate fully with Sublicensee and provide whatever assistance is reasonably requested by Sublicensee in connection with such suit, including the preparation and signing of documents. If Sublicensee decides not to bring suit to enjoin an alleged infringement of Sublicensee owned Process Improvements either because it is deemed inadvisable or DE MINIMIS, no such action will be required by Sublicensee. In the event the action taken by Sublicensee is not satisfactory to ECC, then ECC shall have the right but not the obligation, at its sole cost, to take whatever action it deems appropriate in its own name against an alleged infringer. Additionally, Sublicensee shall (i) have the right to consult with ECC prior to ECC pursuing legal action against a suit for infringementpotential infringer and thereafter shall have the right to receive, unfair competition from time to time, full and complete information from ECC concerning any actions ECC has taken against an alleged infringer, and (ii) have the right, at Sublicensee's own expense, to be represented by counsel in an advisory capacity in any legal proceedings initiated by ECC with respect to infringement of Sublicensee owned Process Improvements. (c) The parties shall notify (within 30 days) each other of any claim by any person that the manufacture or other action use of the Technology with respect to any unauthorized use Product by Sublicensee in the Field of Use infringes the rights of such person or suspected of the commencement of any lawsuit against ECC, Sublicensee, or any customers of the foregoing, as the result of such alleged infringement. LICENSOR ECC may assume and control the defense of any such lawsuit, at its sole cost and expense, irrespective of whether ECC is named as a defendant such litigation. Sublicensee will assist ECC in the defense of such suit or action by providing information and fact witnesses as needed; provided, however, that ECC shall reimburse Sublicensee for all out-of-pocket costs, excluding attorney fees except as pre-approved by ECC, incurred by Sublicensee in connection with such action by allowing a credit or offset against the Royalty due hereunder. Sublicensee shall have the sole discretion to determine how to handle or otherwise deal with any infringement or unauthorized use of the INTELLECTUAL PROPERTY, including the right to settle be represented in such suit or otherwise compromise any dispute or suitaction only in an advisory capacity. If ECC decides not to assume the defense of infringement lawsuit described in the subparagraph, and shall promptly notify LICENSEE of its decision. LICENSOR then ECC's Licensor shall have no duty to initiate such litigation if, in its sole judgment, such litigation is not warranted or is not in its best interests. 14.03 LICENSEE may join and be represented in, at its own expense by its own counsel, any proceeding relating to any unauthorized use or suspected infringement to prove its own interests. 14.04 LICENSEE agrees that it shall, at all times, reasonably cooperate with LICENSOR and its counsel, in all respects, with respect to any unauthorized use or suspected or alleged infringement at LICENSOR's expense, includingthe right, but not limited tothe obligation, having LICENSEEto do so. In the event ECC's principalsLicensor elects to assume the defense, directorsSublicensee's obligations shall be the same as if ECC were assuming the defense of such litigation. If ECC's Licensor does not assume defense of such litigation, employeesthen Sublicensee shall have the right, officers and/or agents testifybut not the obligation, at Sublicensee's own cost and expense, to assume the defense of such lawsuit utilizing legal counsel of its choice. (d) If, as the result of any lawsuit referred to in the preceding subparagraph, Sublicensee is required by final court order from which no appeal can be taken (or by a court order which ECC's legal counsel believes has no reasonable likelihood of success for modification on appeal) to obtain a license under any third party's patent not licensed hereunder in order to continue with Sublicensee's activities as contemplated by this Agreement, and making available any recordsto pay a royalty under such license, papers, information, specimens and the like when requested infringement of such patent cannot reasonably be avoided by LICENSOR. 14.05 Any damages and/or recovery received Sublicensee, the future payment of the Royalty shall thereafter be reduced by an amount equal to 100% of any fee or royalty payable by Sublicensee under such additional license, but in no event shall the Royalty be reduced to an amount less than zero, as long as the infringement was due to the Technology licensed hereunder. In addition, if Sublicensee settles and infringement action referred to in the foregoing subparagraph, after obtaining the prior written consent of ECC (which shall not be unreasonably withheld), and pursuant to such litigation settlement Sublicensee obtains a license under any patent not licensed hereunder, to make, use or settlement or compromise sell the Products in any manner contemplated by this Agreement, and agrees to pay a royalty under such license, and the infringement of such patent cannot reasonably be avoided by Sublicensee, the Royalty shall thereafter be reduced by an amount equal to 100% of the sole and exclusive property of LICENSOR. 14.06 If LICENSOR decidessum payable by Sublicensee pursuant to such settlement, but in its discretion, not to take any action with respect no event shall the Royalty be reduced to an unauthorized use or suspected infringementamount less than zero, then LICENSEE may, at its own option and sole expense, take such action on its own behalf as it deems appropriate and any damages, recovery, long as the settlement or compromise obtained thereby shall be was for claims of infringement due to the account of LICENSEETechnology licensed hereunder.

Infringement. 14.01 LICENSEE shall immediately notify LICENSOR 12.1. If either party discovers any actual or suspected infringing or interfering use of any unauthorized use and/or suspected infringement of the INTELLECTUAL PROPERTYLicensed Rights by any third party, it shall promptly notify the other party in writing. Such notification Licensor may take such steps to stop such infringement or interference as Licensor may deem necessary, in its sole discretion, to protect the Licensed Rights. Licensee shall includereasonably cooperate with Licensor at no charge to Licensee to stop such infringement or interference. Licensor shall have full control over any such action, including, without limitation, immediately forwarding the right to LICENSOR select counsel, to settle on any terms it deems advisable in its sole discretion, to appeal any adverse decision rendered in any court, to discontinue any action taken by it and all documents relating otherwise to make any decision in respect thereto as it deems advisable in its sole discretion; provided, however, that Licensor shall not grant rights to third parties that diminish the rights granted to Licensee under this Agreement without the prior written consent of Licensee. If Licensor fails to resolve such unauthorized use actual or suspected infringement and providing LICENSOR with any and all facts and circumstances relating or interference or initiate a lawsuit or reasonable measures to cease such unauthorized use actual or suspected infringement. 14.02 LICENSOR infringement within ten (10) days of receiving written notice of such actual or suspected infringement or interference from Licensee or delivering written notice of such actual or suspected infringement or interference to Licensee, as applicable, Licensee shall have the primaryright, and in but not the first instance soleobligation, right to institute a suit for infringement, unfair competition initiate an action or take other action reasonable measures with respect to any unauthorized use or suspected infringement. LICENSOR shall have the sole discretion to determine how to handle or otherwise deal with any infringement or unauthorized use of the INTELLECTUAL PROPERTY, including the right to settle or otherwise compromise any dispute or suit, and shall promptly notify LICENSEE of its decision. LICENSOR shall have no duty to initiate such litigation if, in its sole judgment, such litigation is not warranted or is not in its best interests. 14.03 LICENSEE may join and be represented in, at its own expense by its own counsel, any proceeding relating to any unauthorized use actual or suspected infringement to prove or interference on its own interests. 14.04 LICENSEE agrees behalf, including to control any such action, to settle any such action, to appeal any adverse decision, to make any decision with respect thereto and to collect any damages or the benefit therefrom; PROVIDED THAT Licensee shall (a) provide to Licensor, upon request, information concerning any such action, (b) consult with Licensor, upon request, regarding such action and consider in good faith Licensor's recommendations with respect thereto, and (c) not settle any such action in a manner that will materially impair the rights of Licensor or its other licensees or their sublicensees. In no event shall Licensee be required to take any action if Licensee deems it inadvisable to so do. Licensor shall, at all timesif requested by Licensee, reasonably cooperate with LICENSOR and its counsel, in all respects, with respect to any unauthorized use or suspected or alleged infringement at LICENSOR's expense, including, but not limited to, having LICENSEE's principals, directors, employees, officers and/or agents testify, and making available any records, papers, information, specimens and Licensee concerning the like when requested by LICENSORforegoing described matters. 14.05 12.2. Any damages and/or recovery received lawsuit or action initiated pursuant to such litigation or settlement or compromise Section 12.1 by Licensor shall be prosecuted at the sole expense of Licensor and exclusive property of LICENSOR. 14.06 If LICENSOR decides, in its discretion, not to take any action with respect to an unauthorized use or suspected infringement, then LICENSEE may, at its own option and sole expense, take such action on its own behalf as it deems appropriate and any damages, recovery, settlement or compromise obtained thereby all sums recovered shall be for retained by Licensor. Any lawsuit or action initiated pursuant to Section 12.1 by Licensee shall be prosecuted at the account sole expense of LICENSEELicensee and all sums recovered shall be retained by Licensee.

Infringement. 14.01 LICENSEE shall immediately notify LICENSOR (a) In the event of any unauthorized use and/or suspected claim, action, proceeding or suit by a third party against Customer alleging an infringement of any United States patent, United States copyright, or United States trademark, or a violation in the INTELLECTUAL PROPERTYUnited States of any trade secret or proprietary rights by reason of the use, in accordance with Sellers Specifications, of any Product or Licensed Materials furnished by Seller to Customer under this Agreement, Seller, at its expense, will defend Customer, subject to the conditions and exceptions stated below. Such notification Seller will reimburse Customer for any cost, expense or attorneys' fees, incurred at Seller's written request or authorization, and will indemnify Customer against any liability assessed against Customer by final judgment on account of such infringement or violation arising out of such use. (b) If Customer's use shall includebe enjoined or in Seller's opinion is likely to be enjoined, without limitationSeller will, immediately forwarding at its expense and at its option, either (1) replace the enjoined Product or Licensed Materials furnished pursuant to LICENSOR this Agreement with a suitable substitute free of any infringement; (2) modify it so that it will be free of the infringement; or (3) procure for Customer a license or other right to use it. If none of the foregoing options are practical, Seller will remove the enjoined Product or Licensed Materials and refund to Customer any amounts paid to Seller therefor less a reasonable charge for any actual period of use by Customer. (c) Customer shall give Seller prompt written notice of all documents relating such claims, actions, proceedings or suits alleging infringement or violation and Seller shall have full and complete authority to assume the sole defense thereof, including appeals, and to settle same. Customer shall, upon Seller's request and at Seller's expense, furnish all information and assistance available to Customer and cooperate in every reasonable way to facilitate the defense and/or settlement of any such claim, action, proceeding or suit. (d) No undertaking of Seller under this section shall extend to any such unauthorized alleged infringement or violation to the extent that it: (1) arises from adherence to design modifications, specifications, drawings, or written instructions which Seller is directed by Customer to follow, but only if such alleged infringement or violation does not reside in corresponding commercial Product or Licensed Materials of Sellers design or selection; or (2) arises from adherence to instructions to apply Customer's trademark, trade name or other company identification; or (3) resides in a product or licensed materials which are not of Seller's origin and which are furnished by Customer to Seller for use under this Agreement; or suspected infringement (4) relates to uses of Product or Licensed Materials provided by Seller in combinations with other Product or Licensed Materials, furnished either by Seller or others, which combination was not installed, recommended or otherwise approved by Seller, where the Product or Licensed Materials would not infringe if not deployed in such combination. In the foregoing cases numbered (1) through (4), Customer will defend and providing LICENSOR save Seller harmless, subject to the same terms and conditions and exceptions stated above, with any respect to the Seller's rights and all facts and circumstances relating to such unauthorized use or suspected infringementobligations under this section. 14.02 LICENSOR shall have the primary, (e) The liability of Seller and in the first instance sole, right to institute a suit for infringement, unfair competition or other action Customer with respect to any unauthorized use and all claims, actions, proceedings or suspected infringement. LICENSOR shall have the sole discretion to determine how to handle suits by third parties alleging infringement of patents, trademarks or otherwise deal with any infringement copyrights or unauthorized use violation of the INTELLECTUAL PROPERTYtrade secrets or proprietary rights because of, including the right to settle or otherwise compromise any dispute or suit, and shall promptly notify LICENSEE of its decision. LICENSOR shall have no duty to initiate such litigation if, in its sole judgment, such litigation is not warranted or is not in its best interests. 14.03 LICENSEE may join and be represented in, at its own expense by its own counselconnection with, any proceeding relating to any unauthorized use Products or suspected infringement to prove its own interests. 14.04 LICENSEE agrees that it shall, at all times, reasonably cooperate with LICENSOR and its counsel, in all respects, with respect to any unauthorized use or suspected or alleged infringement at LICENSOR's expense, including, but not limited to, having LICENSEE's principals, directors, employees, officers and/or agents testify, and making available any records, papers, information, specimens and the like when requested by LICENSOR. 14.05 Any damages and/or recovery received Licensed Materials furnished pursuant to such litigation or settlement or compromise this Agreement shall be limited to the sole and exclusive property of LICENSORspecific undertakings contained in this section. 14.06 If LICENSOR decides, in its discretion, not to take any action with respect to an unauthorized use or suspected infringement, then LICENSEE may, at its own option and sole expense, take such action on its own behalf as it deems appropriate and any damages, recovery, settlement or compromise obtained thereby shall be for the account of LICENSEE.

Infringement. 14.01 8.1 LICENSOR and LICENSEE shall immediately notify LICENSOR promptly give notice to the other in writing of any unauthorized use and/or suspected alleged infringement of the INTELLECTUAL PROPERTYPatent Rights. Such notification The parties shall include, without limitation, immediately forwarding thereupon confer as to LICENSOR any and all documents relating what steps are to any be taken to stop or prevent such unauthorized use or suspected infringement and providing LICENSOR with any and all facts and circumstances relating to such unauthorized use or suspected infringement. 14.02 8.2 LICENSEE shall have the first right to defend Patent Rights against any infringer at LICENSEE's cost and expense including by bringing any legal action for infringement or defending any counterclaim of invalidity or action of a third party for declaratory judgment of non-infringement, which LICENSEE, in its sole discretion, decides is reasonable and necessary for it to undertake. LICENSEE shall bring or defend or may settle any such actions solely at its own expense and through counsel of its selection and will be entitled to retain any settlement or damage award received except as provided for in Article 8.5; provided, however, that each LICENSOR shall be entitled in each instance to participate through counsel of its own selection and its own expense. LICENSEE and each LICENSOR acknowledge and agree that, although each LICENSOR shall have the primaryright at such LICENSOR's option to prosecute infringers as provided in the following Article 8.3, LICENSOR is not desirous of being a party to any such infringement suit. LICENSEE shall not join LICENSOR as a party-plaintiff in any suit which LICENSEE may institute unless necessary for the maintenance of said suit, and in then only with the first instance soleprior knowledge and written consent of LICENSOR, right to institute a suit which consent shall not be unreasonably withheld. In such event, LICENSOR shall not be chargeable for infringement, unfair competition any costs or other action with respect to any unauthorized use or suspected infringementexpenses. LICENSOR shall have execute all documents necessary for the sole discretion to determine how to handle or otherwise deal with prosecution of any infringement or unauthorized use of the INTELLECTUAL PROPERTY, including the right to settle or otherwise compromise any dispute or suit, suit brought by LICENSEE and shall promptly notify LICENSEE of its decision. LICENSOR shall have no duty to initiate provide other such litigation if, in its sole judgment, such litigation is not warranted or is not in its best interests. 14.03 support as LICENSEE may join require including having its employees testify when requested and be represented in, at its own expense by its own counsel, any proceeding relating to any unauthorized use or suspected infringement to prove its own interests. 14.04 LICENSEE agrees that it shall, at all times, reasonably cooperate with LICENSOR and its counsel, in all respects, with respect to any unauthorized use or suspected or alleged infringement at LICENSOR's expense, including, but not limited to, having LICENSEE's principals, directors, employees, officers and/or agents testify, and making make available any relevant records, papers, information, samples, specimens and the like like, all however at the expense, with respect to travel and the like, of LICENSEE. [+] DESIGNATES PORTIONS OF THIS DOCUMENT THAT HAVE BEEN OMITTED FOR CONFIDENTIALITY PURPOSES 8.3 LICENSOR shall have the right to defend the Patent Rights against infringement in the event that LICENSEE declines to exercise its rights to defend Patent Rights under Article 8.2 and shall have sole discretion to file and prosecute, defend or settle such infringement and declaratory judgment action at its own expense through counsel of its own selection and will be entitled to retain any settlement or damage award received; provided, however, that LICENSEE shall be entitled in each instance to participate through counsel of its own selection and at its own expense. LICENSEE shall have no responsibility or financial obligation with respect to any such infringement action except to provide reasonable assistance to LICENSOR as requested and LICENSOR shall reimburse LICENSEE for LICENSEE's out-of-pocket expenses in connection with any such assistance. LICENSEE shall execute all documents necessary for the prosecution of any infringement suit brought by LICENSOR and provide other such support as LICENSOR may require, including having its employees testify when requested by LICENSOR. 14.05 Any damages and/or recovery received pursuant and make available relevant records, papers, information, samples, specimens and the like, all however at the expense, with respect to such litigation or settlement or compromise shall be travel and the sole and exclusive property like, of LICENSOR. 14.06 If 8.4 In the event that LICENSOR decidesdecides to institute suit, in its discretionLICENSOR shall be entitled to retain the entire amount of any recovery or settlement, not to take any action with respect to an unauthorized use or suspected infringementless all reasonable costs, then including attorneys fees, incurred by LICENSEE mayas a consequence. Furthermore, at its own option option, LICENSOR may join LICENSEE as plaintiff. 8.5 LICENSOR shall be entitled to the percentage of any recovery obtained in any infringement suit brought by LICENSEE equal to the amount to which LICENSOR would be entitled under the sublicensee royalty provision of this Agreement had said recovery been paid to LICENSEE as sublicense royalties by the defendant in said infringement suit. LICENSEE may deduct its reasonable costs and sole expenseattorneys' fees incurred in prosecuting such suit, take to the extent such action on its own behalf as costs and fees are not otherwise recovered, prior to calculating the share owing to LICENSOR pursuant to this provision. 8.6 Should either LICENSOR or LICENSEE commence a suit under the provisions of Paragraphs 8.2 or 8.3 and thereafter elect to abandon the same, it deems appropriate shall give timely notice to the other party which may, if it so desires, continue prosecution of such suit; provided, however, that the sharing of expenses and any damages, recovery, settlement or compromise obtained thereby recovery in such suit shall be for the account of agreed upon between LICENSOR and LICENSEE. 8.7 LICENSEE during the period of this Agreement, shall have the sole right in accordance with the terms and conditions herein to sublicense any alleged infringer, and LICENSOR shall be entitled to royalties therefrom as specified in Paragraph 4.3.

Infringement. 14.01 LICENSEE shall Where applicable law does not allow the exclusions of implied warranties, the aforementioned exclusions may not apply to you. Certain content from third parties may be made available as part of the Website or through links from the Website. Generally, these third parties have obtained such content from sources believed by them to be reliable. The Related Parties and the Contractors make no representation with respect to, nor guarantee or endorse the accuracy, completeness, timeliness, reliability, suitability, or correct sequencing of any third-party content. Likewise, neither the Related Parties nor the Contractors endorse, oppose or edit any opinion or analysis expressed by such third parties. You should refer to the policies posted on third-party websites regarding privacy and terms of service prior to using such websites. You understand that you bear all risks associated with the use of any third-party content accessible through the Website, including, without limitation, opinions, advice, statements and advertisements. Access to and use of any password protected or secure areas of the Website are restricted to Account Owners and authorized agents only. You agree that you will not share your password(s), Account Information, or access to the Website with any parties other than the Administrator and the Program. You are responsible for maintaining the confidentiality of your password and Account Information, and you are responsible for all activities that occur using your password or Account and/or as a result of your use or access to the Website. To help protect the confidentiality of your password and Account Information, you agree to log out of your Account whenever you are using a public computer. You agree to notify the Program immediately notify LICENSOR of any unauthorized use and/or suspected infringement of your password or Account. You agree that neither the Related Parties nor the Contractors will be liable for any loss that you may incur as a result of someone else using your password or Account, either with or without your knowledge. However, you could be held liable for losses incurred by the Related Parties, the Administrator or a third party due to someone else using your Account or password. You also agree not to access or use the Website in any manner that may damage, disable, unduly burden, or impair any of the INTELLECTUAL PROPERTYProgram’s or the Contractors’ networks or systems. Such notification shall includeYou agree not to attempt to gain unauthorized access to any areas of the Website, or to interfere or attempt to interfere or gain access to the Program’s or the Contractors’ networks or systems. You agree not to attempt to interfere with services provided to any user, host or network, including, without limitation, immediately forwarding via means of submitting a virus to LICENSOR any and all documents relating to any such unauthorized use the Website, spamming, crashing, or suspected infringement and providing LICENSOR with any and all facts and circumstances relating to such unauthorized use or suspected infringement. 14.02 LICENSOR shall have the primary, and in the first instance sole, right to institute a suit for infringement, unfair competition or other action with respect to any unauthorized use or suspected infringementotherwise. LICENSOR shall have the sole discretion to determine how to handle or otherwise deal with any infringement or unauthorized use of the INTELLECTUAL PROPERTY, including the right to settle or otherwise compromise any dispute or suit, and shall promptly notify LICENSEE of its decision. LICENSOR shall have no duty to initiate such litigation if, in its sole judgment, such litigation is not warranted or is not in its best interests. 14.03 LICENSEE may join and be represented in, at its own expense by its own counsel, any proceeding relating to any unauthorized use or suspected infringement to prove its own interests. 14.04 LICENSEE agrees that it shall, at all times, reasonably cooperate with LICENSOR and its counsel, in all respects, with respect to any unauthorized use or suspected or alleged infringement at LICENSOR's expense, including, but not limited to, having LICENSEE's principals, directors, employees, officers and/or agents testify, and making available any records, papers, information, specimens and the like when requested by LICENSOR. 14.05 Any damages and/or recovery received pursuant to such litigation or settlement or compromise shall be the sole and exclusive property of LICENSOR. 14.06 If LICENSOR decides, in its discretion, You agree not to take use any action with respect robot or spider, or any other automated means to an unauthorized access or use the Website or suspected infringementany Program or Contractors’ networks or systems. Refusal to abide by this or any other rules may result in termination of your Account and civil or criminal penalties. IN NO EVENT SHALL THE RELATED PARTIES OR THE CONTRACTORS BE LIABLE TO YOU FOR DAMAGES OF ANY KIND WHATSOEVER INCLUDING, then LICENSEE mayBUT NOT LIMITED TO, at its own option and sole expenseDIRECT, take such action on its own behalf as it deems appropriate and any damagesINDIRECT, recoveryCONSEQUENTIAL, settlement or compromise obtained thereby shall be for the account of LICENSEESPECIAL, INCIDENTAL, INCLUDING WITHOUT LIMITATION, LOST PROFITS OR DAMAGES RESULTING FROM LOST DATA OR BUSINESS INTERRUPTION, OR PUNITIVE DAMAGES OF ANY KIND WHATSOEVER THAT MAY RESULT FROM YOUR USE OF OR INABILITY TO USE THIS WEBSITE OR THE MATERIALS OR SERVICES PROVIDED ON THIS WEBSITE OR THE PRODUCTS OR SERVICES RECEIVED FROM THIS WEBSITE. YOU AGREE THAT NEITHER THE RELATED PARTIES NOR THE CONTRACTORS SHALL BE LIABLE FOR ANY VIRUSES, WORMS, TROJAN HORSES, OR OTHER SIMILAR HARMFUL COMPONENTS THAT MAY ENTER YOUR COMPUTER SYSTEM BY DOWNLOADING INFORMATION, SOFTWARE, OR OTHER MATERIALS FROM OUR WEBSITE.

Infringement. 14.01 LICENSEE Licensee shall immediately notify LICENSOR Licensor of any unauthorized use and/or suspected infringement of the INTELLECTUAL PROPERTYTrademark by third parties which infringes the Retail License or the Institutional License during their respective terms. Such notification shall include, without limitation, immediately forwarding to LICENSOR any and all documents relating to any such unauthorized use or suspected infringement and providing LICENSOR with any and all facts and circumstances relating to such unauthorized use or suspected infringement. 14.02 LICENSOR Licensor shall have the primaryobligation to pursue any infringements of the Trademark at Licensor's expense; provided however that Licensor may at its option, in lieu of such defense, transfer and convey the Trademark to Licensee for use on and in connection with the first instance soleGoods and any other items Licensor may have approved under Section 2 hereof If Licensor makes such transfer, right Licensee shall grant to institute Licensor a perpetual, paid-up license for all uses not then covered by Licensee's license, on terms comparable to those set out herein excluding the provisions herein dealing with the duty to defend the Trademark. In the event Licensor files suit for and is successful in obtaining a decision of infringement, unfair competition or other action with respect to any unauthorized use or suspected infringementmonetary award of the court in Licensor shall be for Licensor's sole account. LICENSOR Licensor shall have the sole discretion to determine how to handle or otherwise deal not enter into any settlement agreements with any infringement or unauthorized infringers that permits the continuing use of the INTELLECTUAL PROPERTY, including infringing mark unless Licensee has been adv▇▇▇▇ of all of the right terms of the settlement and has agreed in writing to settle or otherwise compromise any dispute or suit, and shall promptly notify LICENSEE the Licensor's acceptance of its decisionsuch terms. LICENSOR shall have no duty Licensee agrees to initiate such litigation if, in its sole judgment, such litigation is not warranted or is not in its best interests. 14.03 LICENSEE may join and be represented in, at its own expense by its own counsel, any proceeding relating to any unauthorized use or suspected infringement to prove its own interests. 14.04 LICENSEE agrees that it shall, at all times, reasonably cooperate with LICENSOR Licensor in pursuing infringements of the Trademark. In the event that Licensor takes no action against an infringer of the Trademark, Licensee may do so at Licensor's expense and its counsel, in all respects, with respect to any unauthorized use or suspected or alleged infringement at LICENSOR's expense, including, but not limited to, having LICENSEE's principals, directors, employees, officers and/or agents testifymay join Licensor as a party, and making available any records, papers, information, specimens and Licensor shall provide all reasonable cooperation to Licensee for the like when requested by LICENSOR. 14.05 Any damages and/or recovery received pursuant to such litigation or settlement or compromise shall be prosecution of the sole and exclusive property case. In the event the Licensee is awarded a monetary judgment for the successful prosecution of LICENSOR. 14.06 If LICENSOR decides, in its discretion, not to take any action with respect to an unauthorized use or suspected the infringement, then LICENSEE may, at its own option and sole expense, take such action on its own behalf as it deems appropriate and any damages, recovery, settlement or compromise obtained thereby the award shall be for the sole account of LICENSEEthe Licensee, subject to a credit to the Licensor for its obligation to bear the expense of the action. Licensee shall not enter into any settlement agreements with any infringers that permits the continuing use of the infringing mark unless Licensor has been ad▇▇▇▇d of all the terms of the settlement and has agreed in writing to Licensor's acceptance of such terms.

Infringement. 14.01 LICENSEE shall immediately notify LICENSOR of (a) If any unauthorized use and/or suspected infringement of the INTELLECTUAL PROPERTY. Such notification shall includeGENAERA PATENTS or ▇▇▇▇▇▇ PATENTS to the extent that MEDIMMUNE is licensed exclusively or sublicensed exclusively hereunder is infringed by an unlicensed person or entity in the FIELD, without limitationand subject to the provisions of the ▇▇▇▇▇▇ LICENSE AGREEMENT(S), immediately forwarding to LICENSOR any and all documents relating to any such unauthorized use or suspected infringement and providing LICENSOR with any and all facts and circumstances relating to such unauthorized use or suspected infringement. 14.02 LICENSOR MEDIMMUNE shall have the primaryright and option but not the obligation to bring an action for such infringement, at its sole expense, against such an unlicensed person or entity in the name of GENAERA and/or in the name of MEDIMMUNE and/or in the name of a licensor of GENAERA, as the case may be, and to join GENAERA or its licensor as a party plaintiff if required, and, in the absence of MEDIMMUNE'S joinder of GENAERA as a party plaintiff, GENAERA shall, at its option, be permitted to join such action ---------------- **Certain portions of this exhibit have been omitted based upon a request for confidential treatment that has been filed with the Commission. The omitted portions have been filed separately with the Commission. at GENAERA's expense. MEDIMMUNE shall promptly notify GENAERA of any such infringement and shall keep GENAERA informed as to the prosecution of any action for such infringement. No settlement, consent judgment or other voluntary final disposition of the suit that adversely affects GENAERA PATENTS or ▇▇▇▇▇▇ PATENTS may be entered into without the consent of GENAERA, which consent shall not unreasonably be withheld. (b) In the event that MEDIMMUNE shall undertake the enforcement under Section 7.1(a) of any of the GENAERA PATENTS or ▇▇▇▇▇▇ PATENTS by litigation and with respect to ▇▇▇▇▇▇ PATENTS, subject to the provisions of the ▇▇▇▇▇▇ LICENSE AGREEMENT(S), any recovery of damages by MEDIMMUNE for any such suit shall be applied first instance solepro rata in satisfaction of any unreimbursed out of pocket expenses and legal fees of MEDIMMUNE regarding such suit and next to any unreimbursed out of pocket expenses and legal fees of GENAERA regarding such suit, right if GENAERA has joined in such suit. The balance remaining from any such recovery shall be divided between MEDIMMUNE and GENAERA, as follows (i) for that portion, if any, based on lost profits, GENAERA shall recover the royalty GENAERA would have received under this Agreement if such sales had been made by MEDIMMUNE, and (ii) for any other recovery, GENAERA shall receive five percent (5%) of the remaining amount. 7.2 In the event that MEDIMMUNE elects not to institute a suit pursue an action for infringement, unfair competition within a reasonable time period after written notice to GENAERA by MEDIMMUNE that an unlicensed person or other action with respect entity is an infringer of a VALID PATENT CLAIM of any of the GENAERA PATENTS or ▇▇▇▇▇▇ PATENTS licensed to any unauthorized use or suspected infringement. LICENSOR MEDIMMUNE, GENAERA shall have the sole discretion right and option, but not the obligation at its cost and expense to determine how initiate infringement litigation and to handle or otherwise deal retain any recovered damages. ---------------- **Certain portions of this exhibit have been omitted based upon a request for confidential treatment that has been filed with the Commission. The omitted portions have been filed separately with the Commission. 7.3 In any infringement or unauthorized use suit either party may institute to enforce any of the INTELLECTUAL PROPERTYGENAERA PATENTS or ▇▇▇▇▇▇ PATENTS pursuant to this Agreement, including the right to settle or otherwise compromise any dispute or suit, and shall promptly notify LICENSEE of its decision. LICENSOR shall have no duty to initiate such litigation if, in its sole judgment, such litigation is not warranted or is not in its best interests. 14.03 LICENSEE may join and be represented in, at its own expense by its own counsel, any proceeding relating to any unauthorized use or suspected infringement to prove its own interests. 14.04 LICENSEE agrees that it other party hereto shall, at all timesthe request of the party initiating such suit, reasonably cooperate with LICENSOR and, to the extent reasonably possible, have its employees testify when requested and its counsel, in all respects, with respect to any unauthorized use or suspected or alleged infringement at LICENSOR's expense, including, but not limited to, having LICENSEE's principals, directors, employees, officers and/or agents testify, and making make available any relevant records, papers, information, specimens samples, specimens, and the like when like. All reasonable out-of-pocket costs incurred in connection with rendering cooperation requested hereunder shall be paid by LICENSORthe party requesting cooperation. 14.05 Any damages and/or recovery received pursuant 7.4 Notwithstanding anything in this Section 7, GENAERA shall have the right to such litigation or settlement or compromise shall be the sole and exclusive property of LICENSOR. 14.06 If LICENSOR decides, in its discretion, not to take initiate any action with respect against any person or entity related to an unauthorized use the infringement by a person or suspected infringement, then LICENSEE may, at its own option and sole expense, take such action on its own behalf as it deems appropriate and entity of a PRODUCT or any damages, recovery, settlement other products or compromise obtained thereby shall be for processes outside of the account of LICENSEEFIELD.

Infringement. 14.01 LICENSEE shall immediately 10.01 UM and Company agree to notify LICENSOR each other promptly of any unauthorized use and/or suspected each infringement or possible infringement of the INTELLECTUAL PROPERTY. Such notification shall include, without limitation, immediately forwarding to LICENSOR any and all documents relating to any such unauthorized use or suspected infringement and providing LICENSOR with any and all facts and circumstances relating to such unauthorized use or suspected infringementPatent Rights of which either party becomes aware. 14.02 LICENSOR shall have the primary, and in the first instance sole, right to institute a 10.02 Company may (a) bring suit for infringement, unfair competition or other action with respect to any unauthorized use or suspected infringement. LICENSOR shall have the sole discretion to determine how to handle or otherwise deal with any infringement or unauthorized use of the INTELLECTUAL PROPERTY, including the right to settle or otherwise compromise any dispute or suit, and shall promptly notify LICENSEE of its decision. LICENSOR shall have no duty to initiate such litigation if, in its sole judgment, such litigation is not warranted or is not in its best interests. 14.03 LICENSEE may join and be represented inown name, at its own expense by expense, and on its own counselbehalf 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 proceeding relating claim or suit for infringement of the Patent Rights. Company may not compel UM to initiate or join in any such suit for patent infringement. Company may request UM to initiate or join in any such suit if necessary to avoid dismissal of the suit. If UM is made a party to any unauthorized use such suit, Company will reimburse and indemnify UM for any costs, expenses, or suspected fees which UM incurs as a result of UM's joinder. In all cases, Company agrees to keep UM reasonably apprised of the status and progress of any litigation. 10.03 If an infringement to prove action or a declaratory judgment action alleging invalidity or non-infringement of any of the 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 suit in its own interests. 14.04 LICENSEE agrees that it shall, at all times, reasonably cooperate with LICENSOR and its counsel, in all respects, with respect to any unauthorized use or suspected or alleged infringement at LICENSOR's expense, including, but not limited to, having LICENSEE's principals, directors, employees, officers and/or agents testify, and making available any records, papers, information, specimens and the like when requested by LICENSOR. 14.05 Any damages and/or recovery received pursuant to such litigation or settlement or compromise shall be the sole and exclusive property of LICENSOR. 14.06 If LICENSOR decides, in its discretion, not to take any action with respect to an unauthorized use or suspected infringement, then LICENSEE mayname, at its own option and sole expense, take such action and on its own behalf as it deems appropriate for presumably valid claims in the Patent Rights; (b)in any such suit, ultimately enjoin infringement and any collect for its use, damages, recoveryprofits, settlement and awards of whatever nature recoverable for such infringement; and (c) settle any claim or compromise obtained thereby shall suit for damages or a declaratory judgment involving the Patent Rights. Company may not compel UM to initiate or join in any such suit. Company may request UM to initiate or join in any such suit if necessary to avoid dismissal of the suit. If UM is made a party to any such suit, Company will reimburse and indemnify UM for any costs, expenses, or fees which UM incurs as a result of UM's joinder. In all cases, Company agrees to keep UM reasonably apprised of the status and progress of any litigation. 10.04 Company will not settle any action described in Section 10.02 or 10.03 without first obtaining the consent of UM, which consent will not be withheld or delayed unreasonably. In any action under Sections 10.02 or 10.03, the expenses of Company and UM, including costs, fees, attorney fees, and disbursements, will be paid by Company. Up to 50% of such expenses may be credited against the running royalties payable to UM under Article 5 under the Patent Rights in the country in which such suit is filed. If 50% of such expenses exceed the amount of running royalties payable by Company in any royalty year, the expenses in excess may be carried over as a credit on the same basis in succeeding royalty years. Any recovery of compensatory damages made by Company, through court judgment or settlement, will be treated as Net Sales and royalties will be paid by Company to UM in accordance with Article 5. Any other recovery made by Company, through court judgment or settlement, first will be applied to reimburse UM for running royalties withheld as a credit against litigation expenses and then to reimburse Company for its litigation expense. Any remaining recoveries will be shared equally by Company and UM. 10.05 UM will cooperate fully with Company in connection with any action under Sections 10.02 or 10.03. UM agrees to provide prompt access to all necessary documents and to render reasonable assistance in response to requests by Company. 10.06 UM has a continuing right to intervene in a suit initiated by Company under Section 10.02 or in a declaratory judgment action involving the account of LICENSEEPatent Rights brought against Company under Section 10.

Infringement. 14.01 LICENSEE shall immediately Each party agrees upon its learning thereof to notify LICENSOR the other party promptly in writing of any unauthorized use and/or suspected potential infringement of the INTELLECTUAL PROPERTYLicensed Trademarks, ALZ Identifiers, or Ancillary IP, or imitation or counterfeiting of Licensed Products in the Territory, of any use by any person of a trademark confusingly similar to the Licensed Trademarks for goods in International Class 3 and/or goods and services related thereto, or of any applications or registrations for the Licensed Trademarks or Ancillary IP or marks confusingly similar to the Licensed Trademarks within the Territory for use on goods in International Class 3 and/or goods and services related thereto, or of any suit or proceeding or action of unfair competition involving the Licensed Trademarks or Ancillary IP in the Territory in connection with goods in International Class 3 and goods and/or services related thereto. Such notification Aerin LLC thereupon shall includeat its sole discretion and at its sole expense take such action as it deems advisable for the protection of its rights in and to the Licensed Trademarks, ALZ Identifiers, Ancillary IP, and Licensed Products and, if requested to do so by Aerin LLC, EL shall, at Aerin LLC’s expense, provide reasonable assistance to Aerin LLC in all respects, including, without limitation, immediately forwarding by being a plaintiff or co-plaintiff in any one or more lawsuits in connection therewith and by causing its officers to LICENSOR execute pleadings and other related documents. The institution and conduct of litigation, the selection of attorneys and the settlement of litigation and claims affecting the Licensed Trademarks, ALZ Identifiers, and Ancillary IP in the Territory shall be entirely within the discretion of Aerin LLC and under Aerin LLC’s control. In no event, however, will Aerin LLC be required to take any action if it deems it inadvisable to do so. EL, may in its discretion, participate in litigation brought by Aerin LLC. All costs and all documents relating to expenses, including reasonable legal fees incurred in connection with any such unauthorized use or suspected infringement and providing LICENSOR with any and all facts and circumstances relating to such unauthorized use or suspected infringement. 14.02 LICENSOR suits in which both parties voluntarily participate (it being agreed that the parties, where practical shall have share attorneys), shall be borne equally by the primaryparties, and each party’s expenses shall be reimbursed out of any monetary recovery obtained, and the remainder, if any, shall be divided equally between the parties taking into account any further pro rata division that may be required in the first instance sole, right event the suit involves products and services in addition to institute a suit for infringement, unfair competition or other action with respect to any unauthorized use or suspected infringementLicensed Products. LICENSOR shall have If the sole discretion to determine how to handle or otherwise deal with any infringement or unauthorized use of the INTELLECTUAL PROPERTY, including the right to settle or otherwise compromise any dispute or suit, and shall promptly notify LICENSEE of its decision. LICENSOR shall have no duty to initiate such litigation if, in its sole judgment, such litigation monetary recovery obtained is not warranted sufficient to fully reimburse both parties, the parties’ expenses shall be reimbursed on a pro rata basis out of such monetary recovery, taking into account any further pro rata division that may be required in the event the suit involves products and services in addition to Licensed Products. If EL does not participate, Aerin LLC may bring such action or is not in its best interests. 14.03 LICENSEE may join and be represented in, suit at its own expense by and shall keep any recovery therefrom. If Aerin LLC decides not to bring any action or suit, EL may (subject to EXECUTION COPY Aerin LLC’s reasonable objection) bring such action or suit at its own counselexpense and shall keep any recovery therefrom. If requested to do so by EL, any proceeding relating to any unauthorized use or suspected infringement to prove its own interests. 14.04 LICENSEE agrees that it Aerin LLC shall, at all timesEL’s expense, reasonably cooperate with LICENSOR and its counsel, provide reasonable assistance to EL in all respects, with respect to any unauthorized use or suspected or alleged infringement at LICENSOR's expense, including, but not limited towithout limitation, having LICENSEE's principals, directors, employees, by being a plaintiff or co-plaintiff in any one or more lawsuits in connection therewith and by causing its officers and/or agents testify, to execute pleadings and making available any records, papers, information, specimens and the like when requested by LICENSORother related documents. 14.05 Any damages and/or recovery received pursuant to such litigation or settlement or compromise shall be the sole and exclusive property of LICENSOR. 14.06 If LICENSOR decides, in its discretion, not to take any action with respect to an unauthorized use or suspected infringement, then LICENSEE may, at its own option and sole expense, take such action on its own behalf as it deems appropriate and any damages, recovery, settlement or compromise obtained thereby shall be for the account of LICENSEE.

Infringement. 14.01 LICENSEE shall immediately notify LICENSOR of any unauthorized use and/or suspected infringement of the INTELLECTUAL PROPERTY. Such notification shall include, without limitation, immediately forwarding to LICENSOR any and all documents relating to any such unauthorized use or suspected infringement and providing LICENSOR with any and all facts and circumstances relating to such unauthorized use or suspected infringement. 14.02 LICENSOR Licensee shall have the primaryoption to prosecute any ------------ and all infringements of any Licensor Patent Rights and/or Future Patent Rights. Licensee shall be entitled to bring an action against the infringement in Licensor's or SKCC's name if required by law or otherwise deemed appropriate. Licensee hereby holds Licensor and SKCC harmless from and against any costs, expenses or liability of any kind respecting all such infringements or any charges of infringements. Licensor and SKCC agree to provide reasonable assistance of a technical nature to Licensee which Licensee may require in any litigation arising in accordance with the first instance soleprovisions of this Section 3.7.1, right for which Licensee shall pay to institute Licensor and SKCC a suit for infringement, unfair competition or other action reasonable hourly rate of compensation together with respect to any unauthorized use or suspected infringementreimbursement of reasonable out-of-pocket costs and expenses. LICENSOR Licensee shall have the sole discretion right, with the consent of Licensor and SKCC, which consent shall not be unreasonably withheld, to determine how enter into any settlements, judgments or other arrangements respecting the infringement claim. Any damages, judgments or other payments actually recovered from the infringing party in the litigation pursued by Licensee shall be used first to handle reimburse Licensee for all costs (including those Licensor's or otherwise deal with SKCC's costs paid by Licensee) of pursuing the litigation; and any infringement or unauthorized use of net remaining balance shall be shared seventy percent (70%) to Licensee and thirty percent (30%) to SKCC. In the INTELLECTUAL PROPERTYevent Licensee elects not to prosecute any such infringement, including Licensee shall promptly so notify Licensor and SKCC, and Licensor and SKCC shall thereafter have the right to settle or otherwise compromise any dispute or suit, and shall promptly notify LICENSEE of its decision. LICENSOR shall have no duty to initiate prosecute such litigation if, in its sole judgment, such litigation is not warranted or is not in its best interests. 14.03 LICENSEE may join and be represented in, at its own expense by its own counsel, any proceeding relating to any unauthorized use or suspected infringement to prove its own interests. 14.04 LICENSEE agrees that it shall, at all times, reasonably cooperate with LICENSOR and its counsel, in all respects, with respect to any unauthorized use or suspected or alleged infringement at LICENSOR's expense, including, but not limited to, having LICENSEE's principals, directors, employees, officers and/or agents testify, and making available any records, papers, information, specimens and the like when requested by LICENSOR. 14.05 Any damages and/or recovery received pursuant to such litigation or settlement or compromise shall be the sole and exclusive property of LICENSOR. 14.06 If LICENSOR decides, in its discretion, not to take any action with respect to an unauthorized use or suspected infringement, then LICENSEE may, at its own option and sole expense, take such action on its own behalf as it deems appropriate and behalf. In the event Licensor or SKCC elects to prosecute any damagessuch infringement action on its own behalf, recovery, settlement or compromise obtained thereby any net recovery obtain in connection therewith shall be for shared seventy percent (70%) to Licensor and/or SKCC, as the account of LICENSEE.case may be, and thirty percent (30%) to Licensee. Any net payments received by SKCC pursuant to this Section shall be treated as a payment pursuant to Section 2.4 and allocated and distributed as specified in Section 2.4A.

Infringement. 14.01 LICENSEE shall immediately notify LICENSOR In the event that either party learns of any unauthorized use and/or suspected ------------ infringement or threatened infringement of the INTELLECTUAL PROPERTY. Such notification shall includeLicensed Marks, without limitationor any unfair competition, immediately forwarding to LICENSOR any and all documents relating to any such unauthorized use passing-off or suspected infringement and providing LICENSOR with any and all facts and circumstances relating to such unauthorized use or suspected infringement. 14.02 LICENSOR shall have the primary, and in the first instance sole, right to institute a suit for infringement, unfair competition or other action dilution with respect to the Licensed Marks, or any unauthorized use third party alleges or suspected infringement. LICENSOR shall have the sole discretion to determine how to handle or otherwise deal with claims that any infringement or unauthorized use of the INTELLECTUAL PROPERTYLicensed Marks are liable to cause deception or confusion to the public, including the or is liable to dilute or infringe any right to settle or otherwise compromise any dispute or suitof such third party (each such event, and an "Infringement"), such party shall promptly notify LICENSEE the other party or its authorized representative giving particulars thereof, and Licensee shall provide necessary information and reasonable assistance to Licensor or its authorized representatives in the event that Licensor decides that proceedings should be commenced or defended. For purposes of its decisionthis Agreement, Licensee shall be deemed to have "learned" of an Infringement when either (i) the General Manager of one of Licensee's operating subsidiaries or divisions or (ii) an executive officer of Licensee obtains actual knowledge of the Infringement. LICENSOR Licensor shall have no duty exclusive control of any litigation, opposition, cancellation or related legal proceedings. The decision whether to bring, defend, maintain or settle any such proceedings shall be at the exclusive option and expense of Licensor, and all recoveries shall belong exclusively to Licensor. Licensee will not initiate any such litigation iflitigation, opposition, cancellation or related legal proceedings in its sole judgment, such litigation is not warranted or is not in its best interests. 14.03 LICENSEE may join and be represented inown name but, at Licensor's request, agrees to be joined as a party in any action taken by Licensor to enforce its own expense rights in the Licensed Marks or the AT&T Service Marks; provided that Licensor shall reimburse Licensee for all reasonable out-of-pocket costs and expenses incurred by Licensee, its own counsel, any proceeding relating to any unauthorized use or suspected infringement to prove its own interests. 14.04 LICENSEE agrees that it shall, at all times, reasonably cooperate with LICENSOR Affiliates and its counsel, in all respects, with respect to any unauthorized use or suspected or alleged infringement at LICENSOR's expense, including, but not limited to, having LICENSEE's principals, authorized representatives (and their respective directors, employeesofficers, officers and/or agents testifystockholders, employees and making available any recordsagents) in connection with their participation in such action. Nothing in this Agreement shall require, papers, information, specimens and or be deemed to require Licensor to enforce the like when requested by LICENSORLicensed Marks or the AT&T Service Marks against others. 14.05 Any damages and/or recovery received pursuant to such litigation or settlement or compromise shall be the sole and exclusive property of LICENSOR. 14.06 If LICENSOR decides, in its discretion, not to take any action with respect to an unauthorized use or suspected infringement, then LICENSEE may, at its own option and sole expense, take such action on its own behalf as it deems appropriate and any damages, recovery, settlement or compromise obtained thereby shall be for the account of LICENSEE.

Infringement. 14.01 LICENSEE (a) If Licensee discovers third-parties infringing any enforceable rights contained in the Licensed Assets, Licensee shall immediately notify LICENSOR Licensor promptly thereof. In the event that Licensee, at its discretion elects to initiate and prosecute any such suit or suits pursuant to the rights granted to Licensee in accordance with the provisions of any unauthorized use and/or suspected infringement of the INTELLECTUAL PROPERTY. Such notification Section 2.1(c) hereof, then (i) all expenses incurred in such legal action shall include, without limitation, immediately forwarding to LICENSOR any be borne by Licensee and all documents relating damages and costs that may be recovered or may be assessed as a result of such suit or suits shall inure to any such unauthorized use or suspected infringement Licensee; and providing LICENSOR with any and all facts and circumstances relating to such unauthorized use or suspected infringement. 14.02 LICENSOR (ii) Licensee shall have the primaryright to join Licensor as a nominal party plaintiff in any such suit or suits, and in the first instance soleLicensor agrees to sign all papers and perform all acts which Licensee may reasonable request to enable Licensee to enforce such rights. (b) In the event Licensee notifies Licensor that it will not initiate and/or, right to institute a if initiated, will not prosecute such suit for infringementor suits against third-party infringers, unfair competition or other action with respect to any unauthorized use or suspected infringement. LICENSOR then Licensor shall have the sole discretion right to determine how initiate and/or prosecute such suit or suits to handle protect the Licensor's interest in the Licensed Assets. Whenever Licensor exercises its rights under this Section 6.1(b), then all expenses incurred in such legal action shall be borne by Licensor and all damages and costs that may be recovered or otherwise deal with may be assessed as a result of such suit or suits shall inure to the Licensor. (c) Whenever Licensor or Licensee discovers that a third-party has filed an application for trademark registration in any infringement or unauthorized use country and/or has been granted a trademark registration for any trademark which is confusingly similar to any of the INTELLECTUAL PROPERTYTrademarks, including the right to settle or otherwise compromise any dispute or suit, then Licensor and Licensee shall promptly notify LICENSEE of its decision. LICENSOR shall have no duty to initiate exchange information concerning such litigation if, in its sole judgment, such litigation is not warranted application and/or registration and either Licensor or is not in its best interests. 14.03 LICENSEE may join and be represented in, at its own expense by its own counsel, any proceeding relating to any unauthorized use or suspected infringement to prove its own interests. 14.04 LICENSEE agrees that it shall, at all times, reasonably cooperate with LICENSOR and its counsel, in all respects, with respect to any unauthorized use or suspected or alleged infringement at LICENSOR's expense, including, but not limited to, having LICENSEE's principals, directors, employees, officers and/or agents testify, and making available any records, papers, information, specimens and the like when requested by LICENSOR. 14.05 Any damages and/or recovery received pursuant to such litigation or settlement or compromise shall be the sole and exclusive property of LICENSOR. 14.06 If LICENSOR decides, in its discretion, not to take any action with respect to an unauthorized use or suspected infringement, then LICENSEE Licensee may, at its sole discretion and at its own option and sole expense, take bring and prosecute an appropriate proceeding under the trademark laws in the jurisdiction in question to oppose such action on its own behalf application and/or to cancel such registration. Licensee shall have the right to join Licensor as it deems appropriate an opposer or petitioner in any such opposition and/or cancellation proceedings, and any damages, recovery, settlement or compromise obtained thereby shall be for the account of LICENSEELicensor agrees to sign all papers and perform all acts which Licensee may reasonably request to enable Licensee to oppose such application and/or to cancel such registration.

Infringement. 14.01 LICENSEE shall immediately notify LICENSOR In the event that any actual, alleged or threatened infringement by or of any unauthorized use and/or suspected infringement of the INTELLECTUAL PROPERTY. Such notification shall include, without limitation, immediately forwarding to LICENSOR any and all documents RFS Trademark or Corporate Mark ▇▇ conflicting trademark applications or registrations relating to any RFS Trademark or Corporate Trademark (an "Infringement") comes to Licensee's attention, Licensee agrees to give prompt written notice thereof to Licensor. Without regard to the manner in which an Infringement comes to Licensor's attention, Licensor, at its option and at Licensor's sole expense, shall then have the sole right to determine whether or not any court or administrative proceedings shall be taken on account of any such unauthorized Infringement. The Licensee shall not institute any suit or take any action on account of any such Infringement without the prior written approval of Licensor, which approval shall be in the sole discretion of Licensor. In the event of any litigation or proceeding involving a claim that Licensee's use of any RFS Trademark or suspected infringement Corporate Trademark infringes any proprietary rights of a third party, Licensor shall have sole control over such litigation or proceeding, including prosecution, defense and providing LICENSOR settlement thereof, and the Licensee shall cooperate fully with Licensor at Licensor's expense in the conduct thereof, and shall take such action, including without limitation by agreeing to be a named party in such a litigation or proceeding, as may be reasonably requested by Licensor for purposes of conferring standing or establishing jurisdiction. If the resolution of any and all facts and circumstances relating such claim or action, whether voluntary or involuntary, precludes the use of any RFS Trademark or Corporate Trademark in connection with one or more of the Trust Products or Corporate Materials, this Agreement shall terminate as to such unauthorized use Trust Products or suspected infringement. 14.02 LICENSOR Corporate Materials, as the case may be, and neither party hereto shall have the primary, and in the first instance sole, right to institute a suit for infringement, unfair competition or other action with respect to such Trust Products or corporate Materials any unauthorized use or suspected infringementfurther obligation in connection herewith except as provided in Sections 6.a, 7 and 9 (and subject to the following proviso). LICENSOR shall have the sole discretion to determine how to handle or otherwise deal with Notwithstanding any infringement or unauthorized use of the INTELLECTUAL PROPERTYforegoing, including the right to settle or otherwise compromise any dispute or suit, and shall promptly notify LICENSEE of its decision. LICENSOR shall have no duty to initiate such litigation if, in its sole judgment, such litigation is not warranted or is not in its best interests. 14.03 LICENSEE may join and be represented in, at its own expense by its own counsel, any proceeding relating to any unauthorized use or suspected infringement to prove its own interests. 14.04 LICENSEE agrees that it shall, at all times, reasonably cooperate with LICENSOR and its counsel, in all respects, with respect to any unauthorized use or suspected or alleged infringement at LICENSOR's expense, including, but not limited to, having LICENSEE's principals, directors, employees, officers and/or agents testify, and making available any records, papers, information, specimens and the like when requested by LICENSOR. 14.05 Any damages and/or recovery received pursuant to such litigation or settlement or compromise shall be the sole and exclusive property of LICENSOR. 14.06 If LICENSOR decides, in its discretion, if Licensor determines not to institute any suit or take any action with respect on account of any Infringement, Licensee shall be permitted to an unauthorized use institute such a suit or suspected infringementtake any such action, then LICENSEE mayprovided that Licensee (i) may not settle any such suit or action without Licensor's written consent, at its own option (ii) shall cede sole control thereof to Licensor upon Licensor's request and sole expense, (iii) shall not be so permitted to institute such suit or take such action on its own behalf as it deems appropriate and to the extent instituting such suit or taking such action would violate Section 6.a(iii) hereof. At the request of Licensee, Licensor shall cooperate (at Licensee's expense) with any damages, recovery, settlement suit instituted or compromise obtained thereby shall be for the account of LICENSEEaction taken by Licensee.

Infringement. 14.01 LICENSEE (a) MWCC shall immediately notify LICENSOR MW promptly of any unauthorized use and/or suspected infringement of the INTELLECTUAL PROPERTY. Such notification shall includeinfringements, without limitation, immediately forwarding to LICENSOR any and all documents relating to any such unauthorized use or suspected infringement and providing LICENSOR with any and all facts and circumstances relating to such unauthorized use or suspected infringement. 14.02 LICENSOR shall have the primary, and in the first instance sole, right to institute a suit for infringement, unfair competition or other action with respect to any unauthorized use or suspected infringement. LICENSOR shall have the sole discretion to determine how to handle or otherwise deal with any infringement imitations or unauthorized use of the INTELLECTUAL PROPERTYLicensed Marks by any credit provider(s) (collectively, including "Infringements") of which MWCC becomes aware. MW shall take such steps as it deems reasonable in the circumstances to ▇▇▇▇▇ such Infringements. Except as provided below, MW shall have the sole right, at its expense, to bring any action on account of any infringements, and MWCC shall cooperate with MW as MW may request (and at MW's expense), in connection with any such action reasonably brought by MW. MW may settle infringements at its sole discretion (but shall use best efforts not to settle in a manner that conflicts with MWCC's rights hereunder, and may retain any and all resulting damages and/or other compensation paid by the infringer(s). If MW does not undertake appropriate steps to ▇▇▇▇▇ an Infringement within ninety (90) calendar days after notice thereof from MWCC, MWCC may prosecute the same, at its expense, provided that no settlement shall be made without the prior written approval of MW. MWCC shall advise MW periodically of the status of such action and promptly of any material developments. MW reserves the right to settle or otherwise compromise participate at any dispute or suittime in such proceedings. In the event that any damage, settlement and/or compensation are paid in connection with any such action brought by MWCC, MWCC shall first retain an amount reimbursing its expenses, any remaining amount shall be divided equally between MW and shall promptly notify LICENSEE of its decision. LICENSOR MWCC. (b) MW shall have no duty to initiate such litigation if, in its the sole judgment, such litigation is not warranted or is not in its best interests. 14.03 LICENSEE may join and be represented inright, at its own expense by its own counselexpense, to defend and settle any proceeding relating to action that may be commenced against MW or MWCC alleging that use of the Licensed Marks infringe any unauthorized use or suspected infringement to prove its own interests. 14.04 LICENSEE agrees that it rights of others. In such event, MWCC shall, at all timesthe reasonable direction of MW, reasonably cooperate with LICENSOR and promptly discontinue its counseluse of the Licensed Marks alleged to infringe rights of others. If MW does not give notice to MWCC of its intent to defend or settle such action against MWCC or affecting MWCC's use of the Licensed Marks within ninety (90) calendar days after notice thereof from MWCC, in all respects, with respect to any unauthorized use or suspected or alleged infringement at LICENSOR's expense, including, but not limited to, having LICENSEE's principals, directors, employees, officers and/or agents testify, and making available any records, papers, information, specimens and MWCC may defend the like when requested by LICENSOR. 14.05 Any damages and/or recovery received pursuant to such litigation or settlement or compromise shall be the sole and exclusive property of LICENSOR. 14.06 If LICENSOR decides, in its discretion, not to take any action with respect to an unauthorized use or suspected infringement, then LICENSEE maysame, at its own option and sole expense, take provided that no settlement shall be made without the prior written approval of MW. MWCC shall advise MW periodically of the status of such action on its own behalf as it deems appropriate and promptly of any damages, recovery, settlement material developments. MW reserves the right to participate at any time in such proceedings. It is understood that nothing in this Section 5.16(6)(b) is intended to limit or compromise obtained thereby shall be for the account of LICENSEEotherwise modify MW's indemnification obligation under SECTION 5.16(7)(a) hereof.

Infringement. 14.01 LICENSEE shall immediately notify LICENSOR In the event of any unauthorized use and/or suspected suit, claim, action or proceeding against Licensee arising from allegations that Software or any portion thereof furnished by Licensor constitutes infringement of any patent, copyright, trade secret, or any other proprietary right of any third party, Licensor will defend Licensee's right, title and interest to the INTELLECTUAL PROPERTYsame against such suit, claim, action or proceeding at Licensor’s expense, provided Licensee promptly notifies Licensor in writing of such suit, claim, action or proceeding. Such notification shall include, without limitation, immediately forwarding to LICENSOR any and all documents relating to any such unauthorized use or suspected infringement and providing LICENSOR with any and all facts and circumstances relating to such unauthorized use or suspected infringement. 14.02 LICENSOR Licensor shall have the primary, and in the first instance sole, right to institute a engage an external counsel to defend Licensor and Licensee and Licensee shall co-operate with said external counsel. If as the result of any such suit for infringement, unfair competition or other action with respect to any unauthorized use or suspected infringement. LICENSOR Licensee shall have be prevented from the sole discretion to determine how to handle or otherwise deal with any infringement or unauthorized use of the INTELLECTUAL PROPERTYSoftware, including the right to settle or otherwise compromise any dispute or suit, and Licensor shall promptly notify LICENSEE of its decision. LICENSOR shall have no duty to initiate such litigation if, in its sole judgment, such litigation is not warranted or is not in its best interests. 14.03 LICENSEE may join and be represented in, at its own expense discretion and expense, procure for the Licensee to use the same or substitute to non-infringing software. The above indemnity is void if the infringement is caused due to the Licensee's use of Software, or parts thereof, together with other products not delivered by its own counselLicensor and/or, if Software, or parts thereof, has been used for operations for which it has not been intended or designed. THE TOTAL AGGREGATE LIABILITY OF LICENSOR UNDER THE ABOVE INDEMNITY CLAUSE SHALL NOT, UNDER ANY CIRCUMSTANCES, EXCEED THE AMOUNT OF THE FIRST ANNUAL MAINTENANCE FEE PAID TO LICENSOR UNDER THE PROCUREMENT DOCUMENTS. IN NO EVENT SHALL LICENSOR BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY, OR CONSEQUENTIAL DAMAGES (INCLUDING, BUT NOT LIMITED TO, PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES; LOSS OF USE, DATA, OR PROFITS; OR BUSINESS INTERRUPTION) HOWEVER CAUSED AND ON ANY THEORY OF LIABILITY, WHETHER IN CONTRACT, STRICT LIABILITY, OR TORT (INCLUDING NEGLIGENCE OR OTHERWISE) ARISING IN ANY WAY OUT OF THE USE OF SOFTWARE, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGE. THE LIABILITY OF LICENSOR IS ALWAYS LIMITED TO THE AMOUNT OF THE FIRST ANNUAL MAINTENANCE FEE PAID TO LICENSOR UNDER THE PROCUREMENT DOCUMENTS. LICENSEE REPRESENTS AND WARRANTS THAT IT WILL USE SOFTWARE TO PEACEFUL PURPOSES ONLY AND IN ACCORDANCE WITH THE GUIDELINES OF NUCLEAR SUPPLIERS GROUP (▇▇▇▇://▇▇▇.▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇.▇▇▇/guide.htm). LICENSOR SHALL NOT BE LIABLE FOR ANY DAMAGE CAUSED TO THE NUCLEAR PLANT OR FOR ANY NUCLEAR DAMAGE, INCLUDING DAMAGE TO THIRD PARTIES. LICENSEE SHALL FULLY INDEMNIFY LICENSOR AND HOLD LICENSOR HARMLESS AGAINST ANY AND ALL LIABILITY WITH REGARD TO SUCH LOSSES AND DAMAGES. SOFTWARE IS A BEST ESTIMATE APPLICATION, AND LICENSOR DOES NOT GIVE ANY WARRANTIES OR GUARANTEES AS TO THE CORRECTNESS OF RESULTS AND/OR INFORMATION ACQUIRED THROUGH THE USE OF SOFTWARE. LICENSEE SHALL BE SOLELY LIABLE FOR THE USE OF SUCH RESULTS AND/OR INFORMATION AND COMPLYING WITH ALL APPLICABLE LAWS AND REGULATIONS IN CONNECTION WITH SUCH USE. ANY DAMAGES PAYABLE BY LICENSOR ON ANY BASIS WHATSOEVER ARISING FROM THE LICENSEE’S USE OF SOFTWARE SHALL BE REIMBURSED BY LICENSEE TO LICENSOR. Neither party shall reveal any proceeding relating information it may receive on the other party's business operations, trade secrets, proprietary know-how and like information to any unauthorized use third party, without the approval of the other party, except in the case the information: • is or suspected infringement becomes public information through no fault of the receiving party, • is already in the possession of the receiving party at the time of receipt, • is independently developed by the receiving party, or • otherwise lawfully becomes available to prove its own intereststhe receiving party under no obligation of confidentiality. Disclosed information may only be used in accordance with the Procurement Documents. 14.04 LICENSEE agrees that it shall, at all times, reasonably cooperate with LICENSOR and its counsel, in all respects, with respect to any unauthorized use or suspected or alleged infringement at LICENSOR's expense, including, but not limited to, having LICENSEE's principals, directors, employees, officers and/or agents testify, and making available any records, papers, information, specimens and the like when requested by LICENSOR. 14.05 Any damages and/or recovery received pursuant to such litigation or settlement or compromise shall be the sole and exclusive property of LICENSOR. 14.06 If LICENSOR decides, in its discretion, not to take any action with respect to an unauthorized use or suspected infringement, then LICENSEE may, at its own option and sole expense, take such action on its own behalf as it deems appropriate and any damages, recovery, settlement or compromise obtained thereby shall be for the account of LICENSEE.

Infringement. 14.01 LICENSEE Licensee shall immediately notify LICENSOR Licensor of any unauthorized use and/or suspected infringement of the INTELLECTUAL PROPERTYBusiness Concept, Intellectual Property or Licensed Marks. Such notification on shall include, without limitation, immediately forwarding to LICENSOR Licensor any and all documents relating to any such unauthorized use or suspected infringement and providing LICENSOR Licensor with any and all facts and circumstances relating to such unauthorized use or suspected infringement. 14.02 LICENSOR . Licensor shall have the primary, and in the first instance sole, right to institute a suit for infringement, unfair competition competition, or other action with respect to any unauthorized use or suspected infringement. LICENSOR Licensor shall have the sole discretion to determine how to handle or otherwise deal with any infringement or unauthorized use of the INTELLECTUAL PROPERTYIntellectual Property, including the right to settle or otherwise compromise any dispute or suit, suit and shall promptly notify LICENSEE Licensee of its decision. LICENSOR Licensor shall have no duty to initiate such litigation if, if in its sole judgment, judgment such litigation is not warranted wanted or is not in its best interests. 14.03 LICENSEE . Licensee agrees that it shall, at all times, reasonably cooperate with Licensor and its counsel, with respect to any unauthorized use or suspected or alleged infringements at Licensor's expense, including, but not limited to, having Licensee's principals, directors, employees, officers, and/or agents testify, and making available any records, papers, information, specimens, and the like when requested by Licensor. Licensee may join and be represented in, at its own expense by its own counsel, any proceeding relating to any unauthorized use or suspected infringement to prove prow its own interests. 14.04 LICENSEE agrees that it shall, at all times, reasonably cooperate with LICENSOR and its counsel, in all respects, with respect to any unauthorized use or suspected or alleged infringement at LICENSOR's expense, including, but not limited to, having LICENSEE's principals, directors, employees, officers and/or agents testify, and making available any records, papers, information, specimens and the like when requested by LICENSOR. 14.05 Any damages and/or recovery received pursuant to such litigation or settlement or compromise shall be the sole and exclusive property of LICENSOR. 14.06 . If LICENSOR decides, Licensor decides in its discretion, discretion not to take any action with respect to an unauthorized use or suspected infringement, then LICENSEE Licensor may, at its own option and sole expense, take such action on its own our behalf as it deems appropriate and any damages, recovery, settlement settlement, or compromise obtained thereby shall shah be for the account of LICENSEELicensee. Any damages and/or recovery received pursuant to such litigation or settlement or compromises shall be the sole and exclusive property of Licensor.