Common use of Infringement Clause in Contracts

Infringement. 7.1 GENERAL will protect its PATENT RIGHTS and JOINT PATENT RIGHTS from infringement and prosecute infringers when, in its sole judgement, such action may be reasonably necessary, proper and justified. 7.2 If CEREBROTEC shall have supplied GENERAL with written evidence demonstrating to GENERAL'S reasonable satisfaction prima facie infringement of a claim of a PATENT RIGHT in the LICENSE FIELD by a third party, CEREBROTEC may by notice request GENERAL to take steps to protect the PATENT RIGHT. GENERAL shall notify CEREBROTEC within three (3) months of the receipt of such notice whether GENERAL intends to prosecute the alleged infringement. If GENERAL notifies CEREBROTEC that it intends to so prosecute, GENERAL shall, within three (3) months of its notice to CEREBROTEC either (i) cause infringement to terminate or (ii) initiate legal proceedings against the infringer. In the event GENERAL notifies CEREBROTEC that GENERAL does not intend to prosecute said infringement CEREBROTEC may, upon notice to GENERAL, initiate legal proceedings against the infringer at CEREBROTEC's expense and in GENERAL's name if so required by law. No settlement, consent judgment or other voluntary final disposition of the * Confidential treatment has been requested with respect to certain portions of this exhibit. Such portions are marked with a "[*]" in place of the redacted language. Omitted portions are filed separately with the Securities and Exchange Commission. suit which invalidates or restricts the claims of such PATENT RIGHTS and/or JOINT PATENT RIGHTS may be entered into without the consent of GENERAL, which consent shall not be unreasonable withheld. CEREBROTEC shall indemnify GENERAL against any order for payment that may be made against GENERAL in such proceedings. 7.3 In the event one party shall initiate or carry on legal proceedings to enforce any PATENT RIGHT against any alleged infringer, the other party shall fully cooperate with and supply all assistance reasonably requested by the party initiating or carrying on such proceedings. The party which institutes any suit to protect or enforce a PATENT RIGHT shall have sole control of that suit and shall bear the reasonable expenses (excluding legal fees) incurred by said other party in providing such assistance and cooperation as is requested pursuant to this paragraph. The party initiating or carrying on such legal proceedings shall keep the other party informed of the progress of such proceedings and said other party shall be entitled to counsel in such proceedings but at its own expense. Any award paid by third parties as the result of such proceedings (whether by way of settlement or otherwise) shall first be applied to reimbursement of the unreimbursed legal fees and expenses incurred by either party and then the remainder shall be divided between the parties as follows: (a) (i) If the amount is based on lost profits, CEREBROTEC shall receive an amount equal to the damages the court determines CEREBROTEC has suffered as a result of the infringement less the amount of any royalties that would have been due GENERAL on sales of PRODUCT lost by CEREBROTEC as a result of the infringement had CEREBROTEC made such sales; and

Infringement. 7.1 GENERAL will protect its PATENT RIGHTS and JOINT PATENT RIGHTS from infringement and prosecute infringers when, in its sole judgement, such action may be reasonably necessary, proper and justified. 7.2 If CEREBROTEC 8.1 Penwest shall have supplied GENERAL with written evidence demonstrating to GENERAL'S reasonable satisfaction prima facie promptly inform Mylan of any suspected infringement of a claim any of a PATENT RIGHT in the LICENSE FIELD Penwest Patents or the infringement or misappropriation of the TIMERx Production Technology by a third party, CEREBROTEC to the extent such infringement involves the manufacture, use or sale of the Designated Product in the Territory ("Covered Infringement"). Mylan shall promptly inform Penwest of any suspected infringement of any of the Penwest Patents or infringement or misappropriation of the TIMERx Production Technology, whether or not the same involves a Covered Infringement. 8.2 If the suspected infringement or misappropriation does not involve a Covered Infringement, Penwest may by take, or refrain from taking, any action it chooses, with or without notice request GENERAL to Mylan, and Mylan shall have no right to take steps any action with respect to protect such suspected infringement or misappropriation, nor to any recoveries with respect thereto. If the PATENT RIGHT. GENERAL shall notify CEREBROTEC suspected infringement or misappropriation involves a Covered Infringement, Penwest shall, within three (3) months 30 days of the first notice referred to in Section , inform Mylan whether or not Penwest intends to institute suit against such third party with respect to a Covered Infringement. Mylan will not take any steps toward instituting suit against any third party involving a Covered Infringement until Penwest has informed Mylan of its intention pursuant to the previous sentence. 8.3 If Penwest notifies Mylan that it intends to institute suit against a third party with respect to a Covered Infringement, and Mylan does not agree to join in such suit as provided in Section , Penwest may bring such suit on its own and shall in such event bear all costs of, and shall exercise all control over, such suit. Penwest may, at its expense, bring such action in the name of Mylan and/or cause Mylan to be joined in the suit as a plaintiff. Recoveries, if any, whether by judgment, award, decree or settlement, shall belong solely to Penwest. 8.4 If Penwest notifies Mylan that it desires to institute suit against such third party with respect to a Covered Infringement, and Mylan notifies Penwest within 30 days after receipt of such notice that Mylan desires to institute suit jointly, the suit shall be brought jointly in the names of both parties and all costs thereof shall be borne equally. Recoveries, if any, whether GENERAL intends to prosecute by judgment, award, decree or settlement, shall, after the alleged infringement. reimbursement of each of Penwest and Mylan for its share of the joint costs in such action, be shared between Penwest and Mylan equally; provided however that, any portion of such net recoveries which constitutes the equivalent of, or damages or payments in lieu of, a royalty measured by the defendant's Net Sales shall not be shared equally, but shall be shared between Penwest and Mylan in accordance with Section as if they were Mylan's Net Sales. 8.5 If GENERAL Penwest notifies CEREBROTEC Mylan that it intends to so prosecute, GENERAL shall, within three (3) months of its notice to CEREBROTEC either (i) cause infringement to terminate or (ii) initiate legal proceedings against the infringer. In the event GENERAL notifies CEREBROTEC that GENERAL does not intend to prosecute said infringement CEREBROTEC may, upon notice to GENERAL, initiate legal proceedings institute suit against the infringer at CEREBROTEC's expense and in GENERAL's name if so required by law. No settlement, consent judgment or other voluntary final disposition of the * Confidential treatment has been requested such third party with respect to certain portions a Covered Infringement, Mylan may institute suit on its own. Mylan shall bear all costs of, and shall exercise all control over, such suit. Recoveries, if any, whether by judgment, award, decree or settlement, shall belong solely to Mylan; provided however that, after reimbursement of Mylan for its costs in such action, any portion of such net recoveries which constitutes the equivalent of, or damages or payments in lieu of, a royalty measured by the defendant's Net Sales shall be shared between Penwest and Mylan in accordance with Section as if they were Mylan's Net Sales. 8.6 Should either Penwest or Mylan commence a suit under the provisions of this exhibit. Such portions are marked with Section and thereafter elect to abandon the same, it shall give timely notice to the other party, who may, if it so desires, be joined as a "[*]" plaintiff in place of the redacted language. Omitted portions are filed separately with the Securities suit (or continue as such if it is already one) and Exchange Commission. suit which invalidates or restricts the claims continue prosecution of such PATENT RIGHTS and/or JOINT PATENT RIGHTS may be entered into without the consent of GENERAL, which consent shall not be unreasonable withheld. CEREBROTEC shall indemnify GENERAL against any order for payment that may be made against GENERAL in such proceedings. 7.3 In the event one party shall initiate or carry on legal proceedings to enforce any PATENT RIGHT against any alleged infringer, the other party shall fully cooperate with and supply all assistance reasonably requested by the party initiating or carrying on such proceedingssuit. The party which institutes sharing of expenses and any suit to protect or enforce a PATENT RIGHT shall have sole control of that suit and shall bear the reasonable expenses (excluding legal fees) incurred by said other party in providing such assistance and cooperation as is requested pursuant to this paragraph. The party initiating or carrying on such legal proceedings shall keep the other party informed of the progress recovery of such proceedings and said other party suit shall be entitled to counsel in such proceedings but at its own expense. Any award paid by third parties as the result of such proceedings (whether by way of settlement or otherwise) shall first be applied to reimbursement of the unreimbursed legal fees reasonably agreed between Penwest and expenses incurred by either party and then the remainder shall be divided between the parties as follows: (a) (i) If the amount is based on lost profits, CEREBROTEC shall receive an amount equal to the damages the court determines CEREBROTEC has suffered as a result of the infringement less the amount of any royalties that would have been due GENERAL on sales of PRODUCT lost by CEREBROTEC as a result of the infringement had CEREBROTEC made such sales; andMylan.

Infringement. 7.1 GENERAL will protect its PATENT RIGHTS and JOINT PATENT RIGHTS from If during the term of this Agreement, either party becomes aware of a third party infringement and prosecute infringers whenor threatened infringement of any Licensed Patents, the following provisions shall apply: (a) Introgen shall have the right, but not the obligation, to bring suit (itself or through a designee) to enforce the Licensed Patents, and/or to defend any declaratory judgment action with respect thereto, in its sole judgement, such action may be reasonably necessary, proper and justified. 7.2 If CEREBROTEC shall have supplied GENERAL with written evidence demonstrating to GENERAL'S reasonable satisfaction prima facie infringement of a claim of a PATENT RIGHT in the LICENSE FIELD by a third party, CEREBROTEC may by notice request GENERAL to take steps to protect the PATENT RIGHT. GENERAL shall notify CEREBROTEC within three (3) months of the receipt of such notice whether GENERAL intends to prosecute the alleged infringement. If GENERAL notifies CEREBROTEC that it intends to so prosecute, GENERAL shall, within three (3) months of its notice to CEREBROTEC either (i) cause infringement to terminate or (ii) initiate legal proceedings against the infringer. In the event GENERAL notifies CEREBROTEC that GENERAL does not intend to prosecute said infringement CEREBROTEC may, upon notice to GENERAL, initiate legal proceedings against the infringer at CEREBROTEC's expense and in GENERAL's name if so required by law. No settlement, consent judgment or other voluntary final disposition of the * Confidential treatment has been requested each case with respect to certain portions the manufacture, sale or use of a product within the Field; provided, however, that Introgen shall keep Corixa reasonably informed as to the defense and/or settlement of such action. Corixa shall have the right to participate in any such action with counsel of its own choice at its own expense. Without limiting the provisions of Section 7.3 below, Corixa agrees to cooperate with Introgen with respect to actions brought by Introgen under this exhibitSection 7.2(a) at Introgen’s request and expense. Such portions are marked If Introgen decides to undertake such suit, then any amounts received by Introgen in such Action with respect to infringement that occurred prior to the judgment awarding such amounts shall be included, after deducting the costs incurred by Introgen in connection with such Action, in Annual Net Sales hereunder. (b) If Introgen elects not to so initiate an action to enforce the Licensed Patents against a "commercially significant infringement by a Third Party within the Field, within one hundred eighty (180) days of a request by Corixa to do so, Corixa may initiate such action at its expense; provided, however, that Corixa shall keep Introgen reasonably informed as to the defense and/or settlement of such action, as requested from time to time by Introgen, and provided that there is not then ongoing a litigation in any country with respect to the Licensed Technology. Introgen shall have the right to participate in any such action with counsel of its own choice at its own expense. Introgen agrees to cooperate with Corixa with respect to actions brought by Corixa under this Section 7.2(b) at Corixa’s request and expense. If Corixa undertakes such suit, then, after deducting the costs incurred by Corixa in connection with such Action, Introgen shall be entitled to receive [***] ([***]" %) of any amounts received by Corixa in place such action. (c) Upon Introgen’s reasonable request, Corixa agrees to use reasonable efforts, including, but not limited to, with respect to the exercise of rights under the redacted languageColumbia Agreement (as defined in Section 10.1) to cause Columbia (as defined in Section 10.1) to cooperate in any suit, action or other proceeding under this Section 7.2, at Introgen’s expense. Omitted portions are *** Certain information on this page has been omitted and filed separately with the Securities and Exchange Commission. suit which invalidates or restricts the claims of such PATENT RIGHTS and/or JOINT PATENT RIGHTS may be entered into without the consent of GENERAL, which consent shall not be unreasonable withheld. CEREBROTEC shall indemnify GENERAL against any order for payment that may be made against GENERAL in such proceedings. 7.3 In the event one party shall initiate or carry on legal proceedings to enforce any PATENT RIGHT against any alleged infringer, the other party shall fully cooperate Confidential treatment has been requested with and supply all assistance reasonably requested by the party initiating or carrying on such proceedings. The party which institutes any suit to protect or enforce a PATENT RIGHT shall have sole control of that suit and shall bear the reasonable expenses (excluding legal fees) incurred by said other party in providing such assistance and cooperation as is requested pursuant to this paragraph. The party initiating or carrying on such legal proceedings shall keep the other party informed of the progress of such proceedings and said other party shall be entitled to counsel in such proceedings but at its own expense. Any award paid by third parties as the result of such proceedings (whether by way of settlement or otherwise) shall first be applied to reimbursement of the unreimbursed legal fees and expenses incurred by either party and then the remainder shall be divided between the parties as follows: (a) (i) If the amount is based on lost profits, CEREBROTEC shall receive an amount equal respect to the damages the court determines CEREBROTEC has suffered as a result of the infringement less the amount of any royalties that would have been due GENERAL on sales of PRODUCT lost by CEREBROTEC as a result of the infringement had CEREBROTEC made such sales; andomitted portions

Infringement. 7.1 GENERAL A. Licensee and CMCC shall each inform the other promptly in writing with reasonably sufficient facts of any alleged infringement by a third-party of the Patent Rights in the Field of Use within the scope of this Agreement and of any available evidence thereof. B. Licensee will protect have the first right, but not the obligation, at its PATENT RIGHTS own costs and JOINT PATENT RIGHTS expense, to defend the Patent Rights throughout the Territory with respect to the Field of Use (subject to consultation with CMCC on strategy, filings and selection and use of outside counsel), provided that Licensee will not settle or compromise any claim, without the prior approval of CMCC, which may not be withheld, conditioned or delayed, unreasonably and will not make any admission as to CMCC without the prior approval of CMCC. C. During the Term, Licensee shall have the first right, but not the obligation, to prosecute at its own expense any infringement of the Patent Rights provided however that if such alleged infringer is an academic institution, a non-profit entity or a foundation (each a “NP Party”), then to the extent Licensee’s rights to prosecute such action are not limited or compromised by such delay because of a tolling or statute of limitations with respect to bringing a cause of action, CMCC shall have two (2) months from receipt from Licensee of sufficient facts of alleged infringement so that CMCC may investigate and prosecute infringers whenpersuade such NP Party to desist. Licensee shall not take any action against such NP Party during such two month period. If CMCC is unsuccessful within such two months or waives its initial right with respect to a NP Party, then Licensee shall have the right to proceed as set forth herein. CMCC may join Licensee as a party plaintiff in any such suit described herein, at its sole judgementown expense, and hereby consents to join Licensee as a party plaintiff, at Licensee’s expense, if CMCC is required as a necessary party for such suit. Any recovery of damages by Licensee for each such suit shall be applied first in satisfaction of any unreimbursed expenses and legal fees of CMCC and Licensee relating to such suit and next toward reimbursement of CMCC for any payments under Article IV past due or withheld and applied pursuant to this Article VIII. Any balance remaining will then be divided [***] to Licensee and [***] to CMCC. Notwithstanding the foregoing, such right to bring such an infringement action may be reasonably necessary, proper and justified. 7.2 If CEREBROTEC permitted under this Paragraph C shall have supplied GENERAL with written evidence demonstrating to GENERAL'S reasonable satisfaction prima facie infringement of a claim of a PATENT RIGHT remain in effect only for so long as the LICENSE FIELD by a third party, CEREBROTEC may by notice request GENERAL to take steps to protect the PATENT RIGHT. GENERAL shall notify CEREBROTEC within three (3) months of the receipt of such notice whether GENERAL intends to prosecute the alleged infringement. If GENERAL notifies CEREBROTEC that it intends to so prosecute, GENERAL shall, within three (3) months of its notice to CEREBROTEC either (i) cause infringement to terminate or (ii) initiate legal proceedings against the infringer. In the event GENERAL notifies CEREBROTEC that GENERAL does not intend to prosecute said infringement CEREBROTEC may, upon notice to GENERAL, initiate legal proceedings against the infringer at CEREBROTEC's expense and in GENERAL's name if so required by lawlicense granted hereunder remains exclusive. No settlement, consent judgment or other voluntary final disposition of the * Confidential treatment has been requested with respect to certain portions of this exhibit. Such portions are marked with a "[*]" in place of the redacted language. Omitted portions are filed separately with the Securities and Exchange Commission. suit which invalidates or restricts the claims of such PATENT RIGHTS and/or JOINT PATENT RIGHTS may be entered into without the consent of GENERALCMCC, which consent shall not be unreasonable unreasonably withheld, conditioned or delayed. CEREBROTEC Licensee shall indemnify GENERAL CMCC against any order for payment costs that may be made against GENERAL CMCC in such proceedingsproceedings caused by Licensee which are not due to the negligence, recklessness or intentional misconduct of any CMCC Indemnitee (defined below), breach by CMCC of any of its obligations under this Agreement or CMCC’s use of any Patent Right. 7.3 D. If within [***] after having been notified of any alleged infringement, Licensee shall have been unsuccessful in persuading the alleged infringer to desist or alternatively actively negotiating a license agreement with such alleged infringer and shall not have brought or shall not be diligently prosecuting an infringement action, or if Licensee shall notify CMCC of its intention not to bring suit against any alleged infringer then, CMCC shall have the right, but shall not be obligated, to prosecute at its own expense any infringement of the Patent Rights. E. In the event one party Licensee shall initiate undertake the enforcement and/or defense of the Patent Rights by litigation pursuant to Paragraph C of this Article VIII, Licensee may withhold up to [***] of the payments otherwise thereafter due to CMCC under Article IV above and apply the same toward reimbursement of up to [***] of Licensee’s expenses, including reasonable attorneys’ fees, in connection therewith, provided that Licensee sends a quarterly report to CMCC detailing such expenses, offset and withholdings. F. In the event that a declaratory judgment action alleging invalidity or carry on legal proceedings non-infringement of any of the Patent Rights shall be brought against Licensee, CMCC, at its option, shall have the right, within [***] after commencement of such action, to participate in the defense of the action at its own expense under the lead of Licensee however in collaboration with CMCC. G. In any infringement suit which either Party may institute to enforce any PATENT RIGHT against any alleged infringerthe Patent Rights pursuant to this Agreement, the other party Party hereto shall fully cooperate with in all reasonable respects and, to the extent reasonably possible, have its employees testify when requested and supply all assistance reasonably requested by make available relevant records, papers, information, samples, specimens, and the party initiating or carrying on such proceedings. The party which institutes like. H. Licensee shall during the exclusive period of this Agreement have the sole right subject to the terms and conditions hereof to sublicense any suit to protect or enforce a PATENT RIGHT shall have sole control of that suit and shall bear the reasonable expenses (excluding legal fees) incurred by said other party in providing such assistance and cooperation as is requested pursuant to this paragraph. The party initiating or carrying on such legal proceedings shall keep the other party informed alleged infringer for future use of the progress Patent Rights to the extent licensed by this Agreement. Any upfront fees paid to Licensee as part of such proceedings and said other party a sublicense shall be entitled to counsel in such proceedings but at its own expense. Any award paid by third parties shared between Licensee and CMCC as the result of such proceedings (whether by way of settlement or otherwise) shall first be applied to reimbursement of the unreimbursed legal fees and expenses incurred by either party and then the remainder shall be divided between the parties as follows: (a) (i) If the amount is based on lost profits, CEREBROTEC shall receive an amount equal to the damages the court determines CEREBROTEC has suffered as a result of the infringement less the amount of any royalties that would have been due GENERAL on sales of PRODUCT lost by CEREBROTEC as a result of the infringement had CEREBROTEC made such sales; andif they were Non-Royalty Sublicensing Income.

Infringement. 7.1 GENERAL will protect its PATENT RIGHTS and JOINT PATENT RIGHTS from infringement and prosecute infringers when, in its sole judgement, such action may be reasonably necessary, proper and justified. 7.2 If CEREBROTEC shall have supplied GENERAL with written evidence demonstrating to GENERAL'S reasonable satisfaction prima facie 9.1 In the event that LICENSEE learns of the substantial infringement of any Licensed Patent Rights under this Agreement, LICENSEE will promptly provide LICENSORS with notice and reasonable evidence of such infringement (“Infringement Notice”). During the period and in a claim of a PATENT RIGHT in the LICENSE FIELD by jurisdiction where LICENSEE has exclusive rights under this Agreement, no party will notify a third party, CEREBROTEC may by notice request GENERAL to take steps to protect including the PATENT RIGHT. GENERAL shall notify CEREBROTEC within three (3) months infringer, of the receipt infringement without first obtaining consent of such notice whether GENERAL intends to prosecute the alleged infringementother parties, which consent will not be unreasonably withheld. If GENERAL notifies CEREBROTEC that it intends to so prosecuteAll parties will use diligent efforts, GENERAL shallin cooperation with each other, within three (3) months of its notice to CEREBROTEC either (i) cause infringement to terminate or (ii) initiate legal proceedings such infringement without litigation. 9.2 If the infringing activity of potential commercial significance has not been abated within [***] following the effective date of the Infringement Notice, LICENSEE may institute suit for patent infringement against the infringer. In LICENSEE may not join REGENTS or UNIVERSITY OF VIENNA in a suit initiated by LICENSEE without LICENSORS’ respective prior written consent. If, in a suit initiated by LICENSEE, either or both LICENSORS are involuntarily joined other than by LICENSEE, LICENSEE will pay the event GENERAL notifies CEREBROTEC costs incurred by LICENSORS arising out of such suit, including but not limited to, any legal fees of counsel that GENERAL does LICENSORS select and retain to represent them in the suit. If, within one hundred and eighty (180) days following the effective date of the Infringement Notice, the infringing activity of potential commercial significance has not intend to prosecute said been abated and if LICENSEE has not brought suit against the infringer, LICENSORS may institute suit for patent infringement CEREBROTEC mayagainst the infringer. If LICENSORS institute such suit, upon notice to GENERAL, initiate legal proceedings LICENSEE may not join such suit without LICENSORS’ consent and may not thereafter commence suit against the infringer for the acts of infringement that are the subject of LICENSOR’S suit or any judgment rendered in that suit. 9.3 Any recovery or settlement received in connection with such suit will belong to the party that brings the suit. If such suit is brought jointly by LICENSORS and LICENSEE and the parties all participated, any recovery or settlement will be allocated in the following order: a) equally to cover any unreimbursed litigation costs each incurred, and b) any remaining amount shared jointly by the parties in proportion to the share of expenses paid by each party, but in no event will the LICENSORS’ share be less than [***] of such remaining amount to each LICENSOR if either one is or both LICENSORS are a party. 9.4 All parties will cooperate with each other in litigation instituted hereunder but at CEREBROTEC's the expense and in GENERAL's name if so required by law. No settlement, consent judgment or other voluntary final disposition of the * Confidential treatment has been requested with respect to certain portions party on account of this exhibitwhom suit is brought. Such portions are marked with a "[*]" in place of the redacted language. Omitted portions are filed separately with the Securities and Exchange Commission. suit which invalidates or restricts the claims of such PATENT RIGHTS and/or JOINT PATENT RIGHTS may litigation will be entered into without the consent of GENERAL, which consent shall not be unreasonable withheld. CEREBROTEC shall indemnify GENERAL against any order for payment that may be made against GENERAL in such proceedings. 7.3 In the event one party shall initiate or carry on legal proceedings to enforce any PATENT RIGHT against any alleged infringer, the other party shall fully cooperate with and supply all assistance reasonably requested controlled by the party initiating or carrying on such proceedings. The party which institutes bringing the action, except that LICENSORS may be represented by counsel of its choice in any suit to protect brought by LICENSEE. 9.5 Any agreement made by LICENSEE for the purposes of settling litigation or enforce a PATENT RIGHT other dispute shall have sole control comply with the requirements of that suit and shall bear the reasonable expenses (excluding legal fees) incurred by said other party in providing such assistance and cooperation as is requested pursuant to Section 3.2 of this paragraph. The party initiating or carrying on such legal proceedings shall keep the other party informed of the progress of such proceedings and said other party shall be entitled to counsel in such proceedings but at its own expense. Any award paid by third parties as the result of such proceedings (whether by way of settlement or otherwise) shall first be applied to reimbursement of the unreimbursed legal fees and expenses incurred by either party and then the remainder shall be divided between the parties as follows: (a) (i) If the amount is based on lost profits, CEREBROTEC shall receive an amount equal to the damages the court determines CEREBROTEC has suffered as a result of the infringement less the amount of any royalties that would have been due GENERAL on sales of PRODUCT lost by CEREBROTEC as a result of the infringement had CEREBROTEC made such sales; andAgreement.

Infringement. 7.1 GENERAL will protect its PATENT RIGHTS A. Licensee and JOINT PATENT RIGHTS from CMCC shall each inform the other promptly in writing of any alleged infringement and prosecute infringers when, in its sole judgement, such action may be reasonably necessary, proper and justified. 7.2 If CEREBROTEC shall have supplied GENERAL with written evidence demonstrating to GENERAL'S reasonable satisfaction prima facie infringement of a claim of a PATENT RIGHT in the LICENSE FIELD by a third party, CEREBROTEC may by notice request GENERAL to take steps to protect the PATENT RIGHT. GENERAL shall notify CEREBROTEC within three (3) months party of the receipt Patent Rights in the Field of Use and of any available evidence thereof. B. During the Term of this Agreement, CMCC shall have the right, but shall not be obligated, to prosecute at its own expense any infringement of the Patent Rights and, in furtherance of such notice whether GENERAL intends right, Licensee hereby agrees that CMCC may include Licensee as a party plaintiff in any such suit, without expense to prosecute the alleged infringement. If GENERAL notifies CEREBROTEC that it intends to so prosecute, GENERAL shall, within three (3) months of its notice to CEREBROTEC either (i) cause infringement to terminate or (ii) initiate legal proceedings against the infringer. In the event GENERAL notifies CEREBROTEC that GENERAL does not intend to prosecute said infringement CEREBROTEC may, upon notice to GENERAL, initiate legal proceedings against the infringer at CEREBROTEC's expense and in GENERAL's name if so required by lawLicensee. No settlement, consent judgment or other voluntary final disposition of the * Confidential treatment has been requested with respect to certain portions suit that adversely affects the rights of Licensee under this exhibit. Such portions are marked with a "[*]" in place of the redacted language. Omitted portions are filed separately with the Securities and Exchange Commission. suit which invalidates or restricts the claims of such PATENT RIGHTS and/or JOINT PATENT RIGHTS Agreement may be entered into without the consent of GENERALLicensee. The total cost of any infringement action commenced or defended solely by CMCC shall be borne by CMCC. Any recovery or damages for past infringement derived therefrom will first be applied to CMCC and Licensee’s expenses, including reasonable attorney’s fees, in connection therewith, and any balance remaining then will be divided eighty percent (80%) to CMCC and twenty percent (20%) to Licensee. C. If within three (3) months after having been notified with sufficient facts of any alleged infringement, CMCC shall have been unsuccessful in persuading the alleged infringer to desist and shall not have brought and shall not be diligently prosecuting an infringement action, or if CMCC notifies Licensee of its intention not to bring suit against any alleged infringer then, provided that the exclusive license granted to Licensee in ARTICLE II is still in effect for such relevant Patent Rights, Licensee shall have the right, but shall not be obligated, to prosecute at its own expense any infringement of the Patent Rights. CMCC hereby agrees that Licensee may include CMCC as a party plaintiff in any such suit, without expense to CMCC. No settlement, consent judgment or other voluntary final disposition of the suit may be entered into without the consent of CMCC, which consent shall not be unreasonable unreasonably withheld. CEREBROTEC Licensee shall indemnify GENERAL CMCC against any order for payment costs that may be made against GENERAL CMCC in such proceedingsproceedings to the extent that such order does not relate to or arise from CMCC’s negligence, reckless misconduct or intentional misconduct during such proceeding. 7.3 D. In the event one party Licensee shall initiate or carry on undertake the enforcement and/or defense of the Patent Rights by litigation pursuant to Paragraph C of this ARTICLE VII, Licensee may withhold up to fifty percent (50%) of the payments otherwise thereafter due to CMCC under ARTICLE IV above and apply the same toward reimbursement of up to fifty percent (50%) of Licensee’s expenses, including reasonable attorney’s fees, in connection therewith provided that Licensee sends a quarterly report to CMCC detailing such expenses, offset and withholdings. Any recovery of damages by Licensee for each such suit shall be applied first in satisfaction of any unreimbursed expenses and legal proceedings fees of CMCC and Licensee relating to enforce any PATENT RIGHT against any alleged infringer, the other party shall fully cooperate with and supply all assistance reasonably requested by the party initiating or carrying on such proceedings. The party which institutes any suit to protect or enforce a PATENT RIGHT shall have sole control of that suit and shall bear the reasonable expenses (excluding legal fees) incurred by said other party in providing such assistance next toward reimbursement of CMCC for any payments under ARTICLE IV past due or withheld and cooperation as is requested applied pursuant to this paragraphARTICLE VII. The party initiating Any balance remaining will then be divided eighty percent (80%) to Licensee and twenty percent (20%) to CMCC. E. In the event that a declaratory judgment action alleging invalidity or carrying on such legal proceedings shall keep the other party informed non-infringement of any of the progress Patent Rights shall be brought against Licensee, CMCC, at its option, shall have the right, within thirty (30) days after commencement of such proceedings action, to intervene and said other party shall be entitled to counsel participate along with Licensee in such proceedings but the defense of the action at its own expense. F. In any infringement suit which either Party may institute to enforce the Patent Rights pursuant to this Agreement, the other Party hereto shall cooperate in all reasonable respects and, to the extent reasonably possible, have its employees testify when requested and make available relevant records, papers, information, samples, specimens, and the like. G. Licensee shall, during the exclusive period of this Agreement, have the sole right subject to the terms and conditions hereof to sublicense any alleged infringer for future use of the Patent Rights to the extent licensed by this Agreement. Any award upfront fees paid by third parties to Licensee as the result part of such proceedings (whether by way of settlement or otherwise) shall first be applied to reimbursement of the unreimbursed legal fees and expenses incurred by either party and then the remainder a sublicense shall be divided shared between Licensee and CMCC in accordance with the parties terms of ARTICLE IV, Paragraph C as follows: (a) (i) If the amount is based on lost profits, CEREBROTEC shall receive an amount equal to the damages the court determines CEREBROTEC has suffered as a result of the infringement less the amount of any royalties that would have been due GENERAL on sales of PRODUCT lost by CEREBROTEC as a result of the infringement had CEREBROTEC made such sales; andif they were Sublicensee Payments under this Agreement.

Infringement. 7.1 GENERAL will protect its PATENT RIGHTS and JOINT PATENT RIGHTS from 9.1 If the production, sale or use of LICENSED PRODUCTS under this LICENSE AGREEMENT by LICENSEE results in any claim for patent infringement and prosecute infringers whenagainst LICENSEE, LICENSEE shall promptly notify UNIVERSITY thereof in its sole judgementwriting, setting forth the facts of such action may be reasonably necessaryclaim in reasonable detail. As between the parties to this LICENSE AGREEMENT, proper and justified. 7.2 If CEREBROTEC LICENSEE shall have supplied GENERAL with written evidence demonstrating the first and primary right and responsibility, at its own expense, to GENERAL'S reasonable satisfaction prima facie infringement of a claim of a PATENT RIGHT in the LICENSE FIELD by a third party, CEREBROTEC may by notice request GENERAL to take steps to protect the PATENT RIGHT. GENERAL shall notify CEREBROTEC within three (3) months of the receipt of such notice whether GENERAL intends to prosecute the alleged infringement. If GENERAL notifies CEREBROTEC that it intends to so prosecute, GENERAL shall, within three (3) months of its notice to CEREBROTEC either (i) cause infringement to terminate or (ii) initiate legal proceedings against the infringer. In the event GENERAL notifies CEREBROTEC that GENERAL does not intend to prosecute said infringement CEREBROTEC may, upon notice to GENERAL, initiate legal proceedings against the infringer at CEREBROTEC's expense and in GENERAL's name if so required by law. No settlement, consent judgment or other voluntary final disposition of the * Confidential treatment has been requested with respect to certain portions of this exhibit. Such portions are marked with a "agreement as indicated by “[***]" in place of the redacted language. Omitted ” and such confidential portions are have been deleted and filed separately with the Securities and Exchange CommissionCommission pursuant to Rule 24b-2 of the Securities Exchange Act of 1934, as amended. suit which invalidates defend and control the defense of any such claim against LICENSEE, by counsel of its own choice. It is understood that any settlement, consent judgment or restricts the claims other voluntary disposition of such PATENT RIGHTS and/or JOINT PATENT RIGHTS may actions must be entered into without the consent of GENERALapproved by UNIVERSITY, which consent shall such approval not be unreasonable being unreasonably withheld. CEREBROTEC Subject to the policies of the Board of Governors of UNIVERSITY, UNIVERSITY agrees to cooperate with LICENSEE in any reasonable manner deemed by LICENSEE to be necessary in defending any such action. LICENSEE shall indemnify GENERAL against reimburse UNIVERSITY for any order for payment that may be made against GENERAL out of pocket expenses incurred in providing such proceedingsassistance. 7.3 9.2 In the event one that any PATENT RIGHTS licensed to LICENSEE are infringed by a third party or there is misappropriation of any UNIVERSITY TECHNOLOGY by a third party, LICENSEE shall initiate have the primary right, but not the obligation, to institute, prosecute and control any action or carry on legal proceedings proceeding with respect to such infringement or misappropriation, by counsel of its choice, including any declaratory judgment action arising from such infringement or misappropriation. It is understood that any settlement, consent judgment or other voluntary disposition of such actions must be approved by UNIVERSITY, such approval not to be unreasonably withheld. If LICENSEE recovers monetary damages from a third party, then LICENSEE shall first be reimbursed for all un-reimbursed expenses and costs incurred by LICENSEE in connection with the prosecution of such action or proceeding and then shall pay to UNIVERSITY thirty percent (30%) of the balance of such recovered monetary damages. 9.3 If LICENSEE elects not to enforce any patent within the PATENT RIGHT against any alleged infringerRIGHTS, the other party then LICENSEE shall fully cooperate with notify UNIVERSITY in writing within sixty (60) days of receiving notice that an infringement exists. UNIVERSITY may, at their own expense and supply all assistance reasonably requested by the party initiating or carrying on such proceedings. The party which institutes any suit control, take steps to protect defend or enforce a any patent within the PATENT RIGHT shall have RIGHTS and recover, for their own account, any damages, awards or settlements resulting therefrom. 9.4 Notwithstanding the foregoing, and in UNIVERSITY’s sole control of that suit and shall bear the reasonable expenses (excluding legal fees) incurred by said other party in providing such assistance and cooperation as is requested pursuant to this paragraph. 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 discretion, UNIVERSITY shall be entitled to participate through counsel of their own choosing in such proceedings but at its own expenseany legal action involving the INVENTIONS and PATENT RIGHTS. Any award paid by third parties as Nothing in the result of such proceedings (whether by foregoing sections shall be construed in any way of settlement or otherwise) shall first be applied to reimbursement which would limit the authority of the unreimbursed legal fees and expenses incurred by either party and then the remainder shall be divided between the parties as follows: (a) (i) If the amount is based on lost profits, CEREBROTEC shall receive an amount equal to the damages the court determines CEREBROTEC has suffered as a result Attorney General of the infringement less the amount of any royalties that would have been due GENERAL on sales of PRODUCT lost by CEREBROTEC as a result of the infringement had CEREBROTEC made such sales; andNorth Carolina.

Infringement. 7.1 GENERAL will protect its PATENT RIGHTS and JOINT PATENT RIGHTS from (a) Each Party shall notify the other promptly after such Party becomes aware of any alleged infringement and prosecute infringers when, of any Licensed Patent Rights in its sole judgement, such action may be reasonably necessary, proper and justifiedany country through the sale of a Licensed Product. 7.2 (b) If CEREBROTEC shall have supplied GENERAL with written evidence demonstrating to GENERAL'S reasonable satisfaction prima facie infringement any of the Licensed Patent Rights under which Viventia holds a claim of a PATENT RIGHT in the LICENSE FIELD license is infringed by a third partyparty through the sale of a Licensed Product, CEREBROTEC may by notice request GENERAL Viventia and/or its Affiliates and sublicensees shall have the right and option, but not the obligation, to take steps bring an action for infringement, at its sole expense, against such third party in the name of Viventia and/or in the name of Merck, and to protect join Merck as a plaintiff if required. Viventia shall promptly notify Merck of any such action and shall keep Merck informed as to the PATENT RIGHTprosecution of any action for such infringement. GENERAL Viventia shall notify CEREBROTEC within three (3) months of control the receipt conduct of such notice whether GENERAL intends litigation, including settlement thereof, but shall not settle without the prior consent of Merck, such consent not to prosecute the alleged infringement. If GENERAL notifies CEREBROTEC that it intends to so prosecute, GENERAL shall, within three (3) months of its notice to CEREBROTEC either (i) cause infringement to terminate be unreasonably delayed or (ii) initiate legal proceedings against the infringerwithheld. In the event GENERAL notifies CEREBROTEC that GENERAL does not intend Viventia exercises the right to prosecute said infringement CEREBROTEC may▇▇▇ herein conferred, upon notice any recoveries shall first be used reimburse it for costs and expenses of suit, including attorneys’ fees, and if after such reimbursement any funds remain they shall be treated as Net Sales and Viventia shall promptly pay to GENERAL, initiate legal proceedings against Merck the infringer at CEREBROTEC's expense and in GENERAL's name if so required by lawroyalty due on same. No settlement, consent judgment or other voluntary final disposition of the * Confidential treatment has been requested with respect to certain portions of this exhibit. Such portions are marked with a "[*]" in place of the redacted language. Omitted portions are filed separately with the Securities and Exchange Commission. suit which invalidates or restricts the claims of such PATENT RIGHTS and/or JOINT PATENT RIGHTS may be entered into without the consent of GENERAL, which consent shall not be unreasonable withheld. CEREBROTEC shall indemnify GENERAL against any order for payment that may be made against GENERAL in such proceedings. 7.3 In the event that Viventia does not institute an infringement proceeding against an infringing third party within one party hundred twenty (120) days after becoming aware or receiving notice of any alleged infringement through the sale of a Licensed Product for which it has a right and option to bring an action under this Section 12(b), then Merck shall initiate have the right and option, but not the obligation, to institute such an action and to retain any recovered damages. If by statute or carry regulation, a delay of one hundred twenty (120) days would result in a diminishment of rights, including by way of example but not limitation loss of the opportunity for a stay of approval of an infringing product, then the one hundred twenty (120) day period above shall be shorted to the extent required to end ten (10) days before the date on legal proceedings which the diminishment of rights would occur. (c) In any infringement suit either Party may institute to enforce any PATENT RIGHT against any alleged infringerrights pursuant to this Agreement, the other party Party hereto shall, at the request of the Party initiating such suit, cooperate in all respects and, to the extent reasonably possible (without adversely affecting the other Party’s normal business operations), have its employees testify when requested and make available relevant records, papers, information, samples, specimens, and the like. All reasonable out-of-pocket costs incurred in connection with rendering cooperation requested hereunder shall fully cooperate with and supply all assistance reasonably requested be paid by the party initiating or carrying on such proceedings. Party requesting cooperation. (d) The party which institutes costs and expenses of any suit to protect or enforce a PATENT RIGHT shall have sole control of that suit and shall bear the reasonable expenses (excluding legal fees) incurred by said other party in providing such assistance and cooperation as is requested action instituted pursuant to this paragraphSection 12 including reasonable fees of attorneys and other professionals) shall be borne by the Party instituting the action, or, if the Parties elect to cooperate in instituting and maintaining such action, such costs and expenses shall be borne by the Parties in such proportions as they may agree in writing. The party initiating or carrying on Each Party shall execute all necessary and proper documents and take such legal proceedings actions as shall keep be appropriate to allow the other party informed of Party to institute and prosecute such infringement actions (if such other Party has the progress of right to institute and prosecute such proceedings and said other party shall be entitled infringement actions pursuant to counsel in such proceedings but at its own expense. Any award paid by third parties as the result of such proceedings (whether by way of settlement or otherwise) shall first be applied to reimbursement of the unreimbursed legal fees and expenses incurred by either party and then the remainder shall be divided between the parties as follows: (a) (i) If the amount is based on lost profits, CEREBROTEC shall receive an amount equal to the damages the court determines CEREBROTEC has suffered as a result of the infringement less the amount of any royalties that would have been due GENERAL on sales of PRODUCT lost by CEREBROTEC as a result of the infringement had CEREBROTEC made such sales; andthis Section 12).

Infringement. 7.1 GENERAL will protect 8.1 The parties shall promptly notify each other of any suspected infringement of any Licensed Patents. i. During the Term, COMPANY shall, at its PATENT RIGHTS expense, have the right to enforce any Licensed Patents against such infringer and JOINT PATENT RIGHTS from may defend any declaratory judgment action brought against it alleging the invalidity of a Licensed Patent. COMPANY agrees to defend LICENSOR against any counterclaim brought against it in such action. LICENSOR shall cooperate with COMPANY in such effort, and EMORY agrees that it will, at COMPANY’S expense, be joined as a party to such action, if necessary. It is LICENSOR’s intention that COMPANY be able to prosecute an alleged infringement without including LICENSOR as a party to the litigation, should LICENSOR choose at its discretion not to be a party to the litigation, and as such herein grants COMPANY the rights in Licensed Patents to ▇▇▇ an infringer alone. Should GTRC choose not to join in such action and COMPANY is unable to initiate or prosecute infringers when, such action in its sole judgementname only by a ruling of a court of competent jurisdiction, GTRC shall assign to EMORY only such rights to the applicable Licensed Patent that may be necessary to permit COMPANY to initiate or prosecute such action may without GTRC, provided that COMPANY shall be reasonably necessaryresponsible for all reasonable attorney’s fees and costs associated with LICENSOR’s participation in such suit. COMPANY shall reimburse LICENSOR for any costs incurred, proper and justifiedincluding reasonable attorneys’ fees, as part of any action brought by COMPANY. 7.2 If CEREBROTEC ii. COMPANY shall have supplied GENERAL with written evidence demonstrating to GENERAL'S reasonable satisfaction prima facie infringement of a claim of a PATENT RIGHT in the LICENSE FIELD by a third partynot enter into any settlement agreement, CEREBROTEC may by notice request GENERAL to take steps to protect the PATENT RIGHT. GENERAL shall notify CEREBROTEC within three (3) months of the receipt of such notice whether GENERAL intends to prosecute the alleged infringement. If GENERAL notifies CEREBROTEC that it intends to so prosecute, GENERAL shall, within three (3) months of its notice to CEREBROTEC either (i) cause infringement to terminate or (ii) initiate legal proceedings against the infringer. In the event GENERAL notifies CEREBROTEC that GENERAL does not intend to prosecute said infringement CEREBROTEC may, upon notice to GENERAL, initiate legal proceedings against the infringer at CEREBROTEC's expense and in GENERAL's name if so required by law. No settlementvoluntary dismissal, consent judgment or other voluntary final disposition in any action regarding the Licensed Patents, without the express written consent of LICENSOR if such agreement would or would be reasonably likely to have a material adverse effect on the validity or enforceability of the * Confidential treatment has been requested with respect to certain portions of this exhibit. Such portions are marked with a "[*]" in place of the redacted language. Omitted portions are filed separately with the Securities and Exchange Commission. suit which invalidates or restricts the claims of such PATENT RIGHTS and/or JOINT PATENT RIGHTS may be entered into without the consent of GENERALLicensed Patents, which consent shall not be unreasonable unreasonably withheld, conditioned or delayed. CEREBROTEC Consent shall indemnify GENERAL be deemed given hereunder if no objection is provided in writing within fifteen days of delivery of the request for such consent. Any recovery or settlement received (whether for punitive or exemplary damages, or any other recovery or settlement received, including compensatory damages or damages based on loss or revenues (hereinafter referred to as “Recovery”)), shall first be used to reimburse the documented out-of-pocket costs and expenses incurred by COMPANY and LICENSOR in pursuing such action, and to the extent any portion of the balance of the Recovery represents compensatory damages, for example, compensation for loss of revenues, such portion shall be deemed to be the Sales of Licensed Products in the fiscal quarter received by COMPANY, and COMPANY shall pay to LICENSOR an amount representing the royalty which would have been paid by COMPANY in accordance with the provisions of Article 3.2 had such portion of the Recovery been accrued by COMPANY as Sales. Any remaining amounts of such Recovery that represents, for example, additional damages (such as enhanced or punitive damages) shall be paid (a) [* * *] to the extent the Recovery is attributable to infringement in the United States of Licensed Patents and (b) otherwise [* * *]. 8.2 If COMPANY fails, within [* * *] days after receiving notice of a potential infringement that would or would be reasonably likely to have a material adverse effect the validity or enforceability of the Licensed Patents , to institute an action against any order such infringer or notifies LICENSOR that it does not plan to institute such action, then LICENSOR shall have the right to do so at its own expense unless COMPANY notifies LICENSOR that COMPANY is engaged in bona fide negotiations for payment that may be made against GENERAL the grant to the alleged infringer of a sublicense. COMPANY shall cooperate with LICENSOR in such proceedings. 7.3 In the event one effort including being joined as a party shall initiate or carry on legal proceedings to enforce any PATENT RIGHT against any alleged infringer, the other party shall fully cooperate with and supply all assistance reasonably requested by the party initiating or carrying on such proceedingsaction if necessary. The party which institutes any suit to protect or enforce a PATENT RIGHT shall have sole control of that suit and shall bear the reasonable expenses (excluding legal fees) incurred by said other party in providing such assistance and cooperation as is requested pursuant to this paragraph. 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 LICENSOR shall be entitled to counsel retain all damages or costs awarded in such proceedings but action. Should either LICENSOR or COMPANY be a party to a suit under the provisions of this Article and thereafter elect to abandon such suit, the abandoning party shall give timely notice to the other party who may, at its own expense. Any award paid by third parties as the result discretion, continue prosecution of such proceedings (whether by way of settlement or otherwise) shall first be applied to reimbursement of the unreimbursed legal fees and expenses incurred by either party and then the remainder shall be divided between the parties as follows: (a) (i) If the amount is based on lost profits, CEREBROTEC shall receive an amount equal to the damages the court determines CEREBROTEC has suffered as a result of the infringement less the amount of any royalties that would have been due GENERAL on sales of PRODUCT lost by CEREBROTEC as a result of the infringement had CEREBROTEC made such sales; andsuit.

Infringement. 7.1 GENERAL will protect its PATENT RIGHTS and JOINT PATENT RIGHTS 9.1 If the production, sale or use of Licensed Products under this Agreement by Licensee results in any claim by third party for patent infringement against Licensee, Licensee shall promptly notify University thereof in writing, setting forth the facts of such claim in reasonable detail. University shall promptly notify Licensee if University receives notification of patent infringement from infringement and prosecute infringers whena Third Party Licensee, in its sole judgementif any or any other third party. As between the parties to this Agreement, such action may be reasonably necessary, proper and justified. 7.2 If CEREBROTEC Licensee shall have supplied GENERAL with written evidence demonstrating the first and primary right and responsibility at its own expense to GENERAL'S reasonable satisfaction prima facie infringement defend and control the defense of a any such claim of a PATENT RIGHT in the LICENSE FIELD against Licensee and/or Third Party Licensees, by a third party, CEREBROTEC may by notice request GENERAL to take steps to protect the PATENT RIGHT. GENERAL shall notify CEREBROTEC within three (3) months of the receipt of such notice whether GENERAL intends to prosecute the alleged infringement. If GENERAL notifies CEREBROTEC that it intends to so prosecute, GENERAL shall, within three (3) months counsel of its notice to CEREBROTEC either (i) cause infringement to terminate or (ii) initiate legal proceedings against the infringerown choice. In the event GENERAL notifies CEREBROTEC It is understood that GENERAL does not intend to prosecute said infringement CEREBROTEC may, upon notice to GENERAL, initiate legal proceedings against the infringer at CEREBROTEC's expense and in GENERAL's name if so required by law. No any settlement, consent judgment or other voluntary final disposition of such actions must be approved by University, such approval not being unreasonably withheld. Subject to the * Confidential treatment has been requested policies of the Board of Governors of the University of North Carolina, University agrees to cooperate with Licensee in any reasonable manner deemed by Licensee to be necessary in defending any such action. Licensee and Third Party Licensees shall reimburse University on a pro-rata basis for any out of pocket expenses incurred in providing such assistance, except to the extent such patent infringement claim against Licensee or Third Party Licenses is a result of a breach of this Agreement by University. 9.2 In the event that any Patent Rights licensed to Licensee are infringed by a third party, Licensee shall have the primary right, but not the obligation, to institute, prosecute and control any action or proceeding with respect to certain portions such infringement, by counsel of this exhibitits choice, including any declaratory judgment action arising from such infringement. Such portions are marked with a "[*]" in place of the redacted language. Omitted portions are filed separately with the Securities and Exchange Commission. suit which invalidates It is understood that any settlement, consent judgment or restricts the claims other voluntary disposition of such PATENT RIGHTS and/or JOINT PATENT RIGHTS may actions must be entered into without the consent of GENERALapproved by University, which consent shall such approval not to be unreasonable unreasonably withheld. CEREBROTEC If Licensee recovers monetary damages in the form of lost profits or reasonable royalty from a third party infringer, then Licensee shall indemnify GENERAL against any order for payment that may be made against GENERAL pay to University a royalty on such amounts calculated in such proceedingsaccordance with Section 3.5. 7.3 In the event one party shall initiate or carry on legal proceedings 9.3 If Licensee elects not to enforce any PATENT RIGHT against patent within the Patent Rights, then Licensee shall notify University in writing within *** days of receiving notice that an infringement exists. University may, at its own expense and control, take steps to defend or enforce any alleged infringerpatent within the Patent Rights and recover, the other party shall fully for its own account, any damages, awards or settlements resulting therefrom. Licensee agrees to cooperate with and supply all assistance reasonably requested University in any reasonable manner deemed by the party initiating or carrying on University to be necessary in defending any such proceedings. The party which institutes action, provided that University reimburses Licensee for any suit to protect or enforce a PATENT RIGHT shall have sole control out of that suit and shall bear the reasonable pocket expenses (excluding legal fees) incurred by said other party in providing such assistance assistance. 9.4 Notwithstanding the foregoing, and cooperation as is requested pursuant to this paragraph. The party initiating or carrying on such legal proceedings shall keep the other party informed of the progress of such proceedings in University’s sole discretion and said other party at its sole expense, University shall be entitled to participate through counsel in such proceedings but at of its own expensechoosing in any legal action involving the Invention and Patent Rights. Any award paid by third parties as Nothing in the result of such proceedings (whether by foregoing Sections shall be construed in any way of settlement or otherwise) shall first be applied to reimbursement which would limit the authority of the unreimbursed legal fees and expenses incurred by either party and then the remainder shall be divided between the parties as follows: (a) (i) If the amount is based on lost profits, CEREBROTEC shall receive an amount equal to the damages the court determines CEREBROTEC has suffered as a result Attorney General of North Carolina. University agrees that any future Third Party Licensees of the infringement less Patent Rights will be bound by terms which are consistent with, and not in conflict with, the amount terms of any royalties that would have been due GENERAL on sales of PRODUCT lost by CEREBROTEC as a result of the infringement had CEREBROTEC made such sales; andthis Article 9.

Infringement. 7.1 GENERAL will protect its PATENT RIGHTS and JOINT PATENT RIGHTS from infringement and prosecute infringers whenThe parties shall inform each other promptly, in its sole judgementwriting, of any alleged infringement of the Patent Rights by a third party and any available evidence thereof. Neither party will settle or compromise any claim or action in a manner that imposes any restrictions or obligations on the other party without such action may other party’s written consent, which shall not be reasonably necessary, proper and justifiedunreasonably withheld. 7.2 If CEREBROTEC During the term of this Agreement, LICENSEE shall have supplied GENERAL with written evidence demonstrating to GENERAL'S reasonable satisfaction prima facie infringement of a claim of a PATENT RIGHT in the LICENSE FIELD by a third partyfirst right, CEREBROTEC may by notice request GENERAL to take steps to protect the PATENT RIGHT. GENERAL shall notify CEREBROTEC within three (3) months of the receipt of such notice whether GENERAL intends to prosecute the alleged infringement. If GENERAL notifies CEREBROTEC that it intends to so prosecute, GENERAL shall, within three (3) months of its notice to CEREBROTEC either (i) cause infringement to terminate or (ii) initiate legal proceedings against the infringer. In the event GENERAL notifies CEREBROTEC that GENERAL does not intend to prosecute said infringement CEREBROTEC may, upon notice to GENERAL, initiate legal proceedings against the infringer at CEREBROTEC's expense and in GENERAL's name if so required by law. No settlement, consent judgment or other voluntary final disposition of the * Confidential treatment has been requested with respect to certain portions of this exhibit. Such portions are marked with a "[*]" in place of the redacted language. Omitted portions are filed separately with the Securities and Exchange Commission. suit which invalidates or restricts the claims of such PATENT RIGHTS and/or JOINT PATENT RIGHTS may be entered into without the consent of GENERAL, which consent but shall not be unreasonable withheldobligated, to prosecute at its own expense any such infringements of the Patent Rights and, in furtherance of such right, RESEARCH FOUNDATION hereby agrees that LICENSEE may join RESEARCH FOUNDATION as a party plaintiff in any such suit, without expense to RESEARCH FOUNDATION. CEREBROTEC Except as provided in Paragraph 7.4, the total cost of any such infringement action commenced solely by LICENSEE shall indemnify GENERAL against be borne by LICENSEE, and LICENSEE shall keep any order recovery or damages for payment that may past infringement derived therefrom. Subject to Paragraph 7.1, LICENSEE shall be made against GENERAL in entitled to settle any such proceedingslitigation by agreement, consent, judgment, voluntary dismissal or otherwise. 7.3 In If within six (6) months after having been notified of any alleged infringement, LICENSEE shall have been unsuccessful in persuading the event one party alleged infringer to desist and shall initiate not have brought and shall not be diligently prosecuting an infringement action, or carry on legal proceedings if LICENSEE shall notify RESEARCH FOUNDATION at any time prior thereto of its intention not to enforce any PATENT RIGHT bring suit against any alleged infringer, then, and in those events only, RESEARCH FOUNDATION shall have the right, but shall not be obligated, to prosecute at its own expense any infringement of the Patent Rights. The total cost of any such infringement action commenced solely by RESEARCH FOUNDATION will be borne by RESEARCH FOUNDATION, and RESEARCH FOUNDATION will keep any recovery or damages for past infringement derived therefrom. Subject to Paragraph 7.1, RESEARCH FOUNDATION shall be entitled to settle any such litigation by agreement, consent, judgment, voluntary dismissal or otherwise. 7.4 In the event that LICENSEE shall undertake the enforcement and/or defense of the Patent Rights by litigation, LICENSEE may withhold up to fifty percent (50%) of the royalties otherwise thereafter due RESEARCH FOUNDATION hereunder and apply the same toward reimbursement of up to fifty percent (50%) of its expenses, including reasonable attorneys’ fees, in connection therewith. Any recovery by LICENSEE of damages for past infringement in any such suit shall be applied first in satisfaction of any unreimbursed expenses and legal fees of LICENSEE relating to the suit and next toward reimbursement of RESEARCH FOUNDATION for any royalties past due or withheld and applied pursuant to this Article VII. LICENSEE shall keep the balance remaining from any such recovery. 7.5 In the event that a declaratory judgment action alleging invalidity or noninfringement of any of the Patent Rights shall be brought against RESEARCH FOUNDATION, LICENSEE at its option, shall have the right, within thirty (30) days after commencement of such action, to intervene and take over the sole defense of the action at its own expense, except as provided in Paragraph 7.4. In such event, LICENSEE shall keep any recovery or damages derived therefrom or from any counterclaims asserted therein. 7.6 In any infringement suit instituted, or declaratory action defended, by either party to enforce or protect the Patent Rights pursuant to this Agreement, the other party shall fully cooperate with hereto shall, at the request and supply all assistance reasonably requested by expense of the party initiating or carrying on defending such proceedings. The party which institutes any suit to protect or enforce a PATENT RIGHT shall have sole control of that suit and shall bear the reasonable expenses (excluding legal fees) incurred by said other party suit, cooperate in providing such assistance and cooperation as is requested pursuant to this paragraph. The party initiating or carrying on such legal proceedings shall keep the other party informed of the progress of such proceedings and said other party shall be entitled to counsel in such proceedings but at its own expense. Any award paid by third parties as the result of such proceedings (whether by way of settlement or otherwise) shall first be applied to reimbursement of the unreimbursed legal fees and expenses incurred by either party and then the remainder shall be divided between the parties as follows: (a) (i) If the amount is based on lost profitsall respects and, CEREBROTEC shall receive an amount equal to the damages extent possible, have its employees testify when requested and make available relevant records, papers, information, samples, specimens, and the court determines CEREBROTEC like. 7.7 RESEARCH FOUNDATION warrants and represents that it owns all right, title and interest in and to the Patent Rights, has suffered as a result the lawful right to grant the license provided in this Agreement and that it has not granted rights or licenses in derogation of this Agreement. RESEARCH FOUNDATION agrees that, during the infringement less term of this Agreement or any license granted hereunder, RESEARCH FOUNDATION shall not enter into any other agreements that conflict with the amount rights or obligations provided hereunder, including any rights and obligations that survive termination of any royalties that would have been due GENERAL on sales of PRODUCT lost by CEREBROTEC as a result of the infringement had CEREBROTEC made such sales; andthis Agreement.

Infringement. 7.1 GENERAL will protect its PATENT RIGHTS 11.1 During the term of this Agreement, LICENSEE shall have the first option to police the Licensed Patents and JOINT PATENT RIGHTS from Products against infringement within the 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 prosecute infringers when, in declaratory judgment actions at its sole judgement, such action may be reasonably necessary, proper expense and justified. 7.2 If CEREBROTEC shall have supplied GENERAL with written evidence demonstrating to GENERAL'S reasonable satisfaction prima facie infringement of a claim of a PATENT RIGHT in the LICENSE FIELD by a third party, CEREBROTEC may by notice request GENERAL to take steps to protect the PATENT RIGHT. GENERAL shall notify CEREBROTEC within three (3) months of the receipt of such notice whether GENERAL intends to prosecute the alleged infringement. If GENERAL notifies CEREBROTEC that it intends to so prosecute, GENERAL shall, within three (3) months through counsel of its notice selection, except that any such settlement shall only be made with the advice and consent of ESCALON. ESCALON shall provide reasonable assistance to CEREBROTEC either (i) cause infringement LICENSEE with respect to terminate such actions, provided LICENSEE shall reimburse ESCALON for out-of-pocket expenses incurred in connection with any such assistance rendered at LICENSEE’s request or (ii) initiate legal proceedings against the infringerreasonably required by ESCALON. In the event GENERAL notifies CEREBROTEC LICENSEE elects to institute any such action or suit, ESCALON agrees to be named as a nominal party therein. ESCALON retains the right to participate, with counsel of its own choosing and at its expense, in any action under this Section 11.1. 11.2 In the event that GENERAL does not intend to prosecute said LICENSEE shall institute an action for infringement CEREBROTEC may, upon notice to GENERAL, initiate legal proceedings against the infringer at CEREBROTEC's expense and in GENERAL's name if so required by law. No settlement, consent of a Licensed Patent or defend a declaratory judgment or other voluntary final disposition of the * Confidential treatment has been requested action with respect to certain portions a Licensed Patent, any portion of this exhibitany resulting settlement payments or damages awarded which is received by LICENSEE, less LICENSEE’s actual outside attorney fees and other direct, out-of-pocket litigation expenses, including expenses due ESCALON for its participation in said litigation as provided under Section 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 ESCALON. Such portions are marked with If LICENSEE has paid or pays an annual fee to ESCALON under Section 4.6 in the year in which a "[*]" in place payment or award as set out above is received, then that annual fee may be credited by LICENSEE against the share of the redacted language. Omitted portions are filed separately with the Securities and Exchange Commission. suit which invalidates payment or restricts the claims of such PATENT RIGHTS and/or JOINT PATENT RIGHTS may be entered into without the consent of GENERALaward otherwise due to ESCALON, which consent shall not be unreasonable withheld. CEREBROTEC shall indemnify GENERAL against any order for payment exactly as if that may be made against GENERAL in such proceedingsshare represented additional royalties due from LICENSEE. 7.3 11.3 In the event one party shall initiate or carry on legal proceedings that LICENSEE fails to enforce any PATENT RIGHT against take action to ▇▇▇▇▇ any alleged infringerinfringement of a Licensed Patent within sixty (60) days of a request by ESCALON to do so (or within such shorter period which might be required to preserve the legal rights of ESCALON under the laws of any relevant government or political subdivision thereof), then ESCALON shall have the other right to take such action (including prosecution of a suit) at its expense and LICENSEE shall use reasonable efforts to cooperate in such action, at LICENSEE’s expense. In the event ESCALON elects to institute any such action or suit, LICENSEE agrees to be named as a nominal party therein. ESCALON shall fully cooperate with and supply all assistance reasonably requested by the party initiating or carrying have full authority to settle on such proceedings. The party which institutes any suit to protect or enforce a PATENT RIGHT terms as ESCALON shall have sole control of that suit and determine. 11.4 LICENSEE shall bear the reasonable expenses (excluding legal fees) incurred by said other party promptly notify ESCALON in providing such assistance and cooperation as is requested pursuant to this paragraph. The party initiating or carrying on such legal proceedings shall keep the other party informed writing in detail of the progress discovery of any allegation by a third party of infringement resulting from the practice of Licensed Patents, and of the initiation of any legal action by LICENSEE or by any third party with regard to any alleged infringement or noninfringement. LICENSEE shall in a timely manner keep ESCALON informed and provide copies to ESCALON of all documents regarding all such proceedings and said other party shall be entitled to counsel in such proceedings but at its own expense. Any award paid or actions instituted by third parties as the result of such proceedings (whether by way of settlement or otherwise) shall first be applied to reimbursement of the unreimbursed legal fees and expenses incurred by either party and then the remainder shall be divided between the parties as follows: (a) (i) If the amount is based on lost profits, CEREBROTEC shall receive an amount equal to the damages the court determines CEREBROTEC has suffered as a result of the infringement less the amount of any royalties that would have been due GENERAL on sales of PRODUCT lost by CEREBROTEC as a result of the infringement had CEREBROTEC made such sales; andLICENSEE.

Infringement. 7.1 GENERAL will protect Metavante shall, at its PATENT RIGHTS own expense, defend any action brought against Customer based on a claim that Customer's use of any Metavante Product under the terms of this Agreement infringes a copyright, trademark or patent under United States law and JOINT PATENT RIGHTS from infringement Metavante shall pay any final judgment awarded or settlement reached, provided that Customer notifies Metavante promptly in writing of the claim and prosecute infringers whenMetavante has an opportunity to fully defend the claim and/or agrees to any settlement of such claim. Should Customer's use of any Metavante Product become, or in its sole judgementMetavante's opinion be likely to become, such action may be reasonably necessary, proper and justified. 7.2 If CEREBROTEC shall have supplied GENERAL with written evidence demonstrating to GENERAL'S reasonable satisfaction prima facie infringement the subject of a claim of infringement of a PATENT RIGHT in copyright, trademark or patent under United States law, Metavante may procure for Customer the LICENSE FIELD right to continue using the Metavante Product as contemplated by a third partythis Agreement, CEREBROTEC may by notice request GENERAL or replace or modify the Metavante Product to take steps make it non-infringing, at no additional charge to protect the PATENT RIGHT. GENERAL shall notify CEREBROTEC within three (3) months of the receipt of such notice whether GENERAL intends to prosecute the alleged infringement. If GENERAL notifies CEREBROTEC that it intends to so prosecute, GENERAL shall, within three (3) months of its notice to CEREBROTEC either (i) cause infringement to terminate or (ii) initiate legal proceedings against the infringerCustomer. In the event GENERAL notifies CEREBROTEC that GENERAL does not intend to prosecute said infringement CEREBROTEC may, upon notice to GENERAL, initiate legal proceedings against the infringer at CEREBROTEC's expense and in GENERAL's name if so required by law. No settlement, consent judgment or other voluntary final disposition neither of the * Confidential treatment has above is economically practical, Metavante shall refund the unamortized portion of the license fee paid by Customer for such Metavante Product, based upon a five year straight line depreciation commencing as of the date of this Agreement. The foregoing indemnity shall apply to Custom Programs only if Metavante had actual knowledge of a potential third party claim prior to commencing development of the Custom Program and failed to notify Customer of such knowledge. In addition, Metavante shall have no obligation for any claim based upon (a) Customer's use of other than the then current unaltered Release of the Program, if such infringement could have been requested avoided by use of the then current unaltered Release, or (b) the operation, combination or use of the Program with equipment, data or programs not furnished by Metavante, or (c) Programs modified by Customer or any third party. The foregoing states the entire liability of Metavante with respect to certain portions any claim of this exhibit. Such portions are marked with a "[*]" in place of the redacted language. Omitted portions are filed separately with the Securities and Exchange Commission. suit which invalidates or restricts the claims of such PATENT RIGHTS and/or JOINT PATENT RIGHTS may be entered into without the consent of GENERAL, which consent shall not be unreasonable withheld. CEREBROTEC shall indemnify GENERAL against any order for payment that may be made against GENERAL in such proceedings. 7.3 In the event one party shall initiate or carry on legal proceedings to enforce any PATENT RIGHT against any alleged infringer, the other party shall fully cooperate with and supply all assistance reasonably requested infringement by the party initiating Metavante Products or carrying on such proceedings. The party which institutes any suit to protect or enforce a PATENT RIGHT shall have sole control of that suit and shall bear the reasonable expenses (excluding legal fees) incurred by said other party in providing such assistance and cooperation as is requested pursuant to this paragraph. The party initiating or carrying on such legal proceedings shall keep the other party informed of the progress of such proceedings and said other party shall be entitled to counsel in such proceedings but at its own expense. Any award paid by third parties as the result of such proceedings (whether by way of settlement or otherwise) shall first be applied to reimbursement of the unreimbursed legal fees and expenses incurred by either party and then the remainder shall be divided between the parties as follows: (a) (i) If the amount is based on lost profits, CEREBROTEC shall receive an amount equal to the damages the court determines CEREBROTEC has suffered as a result of the infringement less the amount of any royalties that would have been due GENERAL on sales of PRODUCT lost by CEREBROTEC as a result of the infringement had CEREBROTEC made such sales; andpart thereof.

Infringement. 7.1 GENERAL will protect its PATENT RIGHTS and JOINT PATENT RIGHTS from 22.1. So long as Licensee remains the exclusive licensee of any of the Patents in the Field of Use, Licensee shall have the right during the term of this Agreement to commence an action for infringement of any of those Patents against any third party for any infringement occurring within the Field of Use, provided that Licensee shall provide Carnegie Mellon sixty (60) days’ prior written notice of such infringement and prosecute infringers when, of Licensee’s intent to file such action. Carnegie Mellon shall have the right at its own expense (subject to being reimbursed from any settlement amount or proceeds as provided herein) to appear in its sole judgement, such action may by counsel of its own selection. If required by the jurisdictional laws of the forum that any such action be reasonably necessaryprosecuted in the name of the owner of the Patent or that Carnegie Mellon be joined as a party, proper and justified. 7.2 If CEREBROTEC Carnegie Mellon shall have supplied GENERAL with written evidence demonstrating appear; except that (a) if such appearance could subject Carnegie Mellon to GENERAL'S reasonable satisfaction prima facie infringement of a any unrelated action or claim of a PATENT RIGHT third party or Licensee in that or any other jurisdiction, then Carnegie Mellon shall have the right to decline such appearance if Carnegie Mellon may legally do so in the LICENSE FIELD by a third partyopinions of external legal counsels for both Carnegie Mellon and Licensee; and (b) Carnegie Mellon shall have no obligation to appear, CEREBROTEC may by notice request GENERAL if external legal counsels for both Carnegie Mellon and Licensee agree that Carnegie Mellon has no obligation to take steps to protect appear, if the PATENT RIGHT. GENERAL shall notify CEREBROTEC within three (3) months of the receipt of such notice whether GENERAL intends to prosecute the alleged infringement. If GENERAL notifies CEREBROTEC that it intends to so prosecute, GENERAL shall, within three (3) months of its notice to CEREBROTEC either (i) cause infringement to terminate or (ii) initiate legal proceedings against the infringer. In the event GENERAL notifies CEREBROTEC that GENERAL does not intend to prosecute said infringement CEREBROTEC may, upon notice to GENERAL, initiate legal proceedings against the infringer at CEREBROTEC's expense and in GENERAL's name if so required by law. No settlement, consent judgment or other voluntary final disposition of the * Confidential treatment has been requested with respect to certain portions of this exhibit. Such portions are marked with a "[*]" in place of the redacted language. Omitted portions are filed separately with the Securities and Exchange Commission. suit which invalidates or restricts the claims of such PATENT RIGHTS and/or JOINT PATENT RIGHTS may be entered into without the consent of GENERAL, which consent shall not be unreasonable withheld. CEREBROTEC shall indemnify GENERAL against any order for payment that may be made against GENERAL defendant in such proceedings. 7.3 In action is Marvell Technology Group, Inc., or any direct or indirect subsidiary thereof, or any successor thereto (collectively, a “Marvell Entity”), or if the event one party shall initiate or carry on legal proceedings to enforce any PATENT RIGHT against any alleged infringer, the other party shall fully cooperate with and supply all assistance reasonably requested by the party initiating or carrying on such proceedings. The party which institutes any suit to protect or enforce a PATENT RIGHT shall have sole control of that suit and shall bear the reasonable expenses (excluding legal fees) incurred by said other party in providing such assistance and cooperation as is requested pursuant to this paragraph. The party initiating or carrying on such legal proceedings shall keep the other party informed of the progress of such proceedings and said other party shall be entitled to counsel defendant in such proceedings but at its own expense. Any award paid by third parties as the result action is accused of such proceedings (whether by way of settlement or otherwise) shall first be applied to reimbursement of the unreimbursed legal fees and expenses incurred by either party and then the remainder shall be divided between the parties as follows: (a) (i) If the amount is based on lost profits, CEREBROTEC shall receive an amount equal to the damages the court determines CEREBROTEC has suffered infringement as a result of the infringement less manufacture, use, importation into the amount 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 royalties that would have been due GENERAL on sales Carnegie Mellon personnel, shall be paid by Licensee as the same is incurred by Carnegie Mellon. Settlement of PRODUCT lost any action brought by CEREBROTEC Licensee shall require the consent of Carnegie Mellon and any settlement amount or recovery for damages shall be applied as a result 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 had CEREBROTEC made action contemplated by Section 22.1 within a reasonable time after Licensee first becomes aware of the basis for such sales; andaction, Carnegie Mellon shall have the right, in its sole discretion, to prosecute such infringement action at its sole expense, and any settlement amount or recovery shall belong to Carnegie Mellon. 22.3. Notwithstanding the pendency of any infringement (or other) claim or action by or against Licensee, Licensee shall have no right to terminate or suspend (or escrow) payment of any amounts required to be paid to Carnegie Mellon pursuant to this Agreement.

Infringement. 7.1 8.1. METASYN shall inform GENERAL will protect its promptly in writing of any alleged infringement of PATENT RIGHTS and JOINT PATENT RIGHTS from infringement and prosecute infringers when, in its sole judgement, such action may be reasonably necessary, proper and justified. 7.2 If CEREBROTEC shall have supplied GENERAL with written evidence demonstrating to GENERAL'S reasonable satisfaction prima facie infringement of a claim of a PATENT RIGHT in the LICENSE FIELD by a third party, CEREBROTEC may by notice request GENERAL to take steps to protect the PATENT RIGHTparty of which it shall have knowledge and provide any available evidence of infringement. 8.2. GENERAL shall notify CEREBROTEC within three (3) months have the right, but shall not be obligated, to prosecute at its own expense any such infringements of the receipt PATENT RIGHTS and, in furtherance of such notice whether GENERAL intends to prosecute the alleged infringement. If GENERAL notifies CEREBROTEC that it intends to so prosecuterights, GENERAL shall, within three (3) months of its notice to CEREBROTEC either (i) cause infringement to terminate or (ii) initiate legal proceedings against the infringer. In the event GENERAL notifies CEREBROTEC METASYN hereby agrees that GENERAL does not intend may join METASYN as a party plaintiff in any such suit, without expense to prosecute said METASYN. The total cost of any such infringement CEREBROTEC may, upon notice to action commenced or defended solely by GENERAL shall be borne by GENERAL, initiate legal proceedings against the infringer at CEREBROTEC's expense and in GENERAL's name if so required by law. No settlement, consent judgment or other voluntary final disposition of the * Confidential treatment has been requested suit may be entered into without the consent of METASYN which consent shall not unreasonably be withheld. Any recovery or damages for past infringement derived from such action shall first be used to reimburse GENERAL for all expenses and legal fees connected with respect such action. GENERAL shall then keep any recovery or damages equal to certain portions the amount of this exhibitroyalties not received by GENERAL. Such portions are marked with Any recovery or damages then remaining shall be used to compensate METASYN for its lost profits or a "[*]" in place reasonable royalty on the sales of the redacted languageinfringer, whichever measure of damages the court shall have applied. Omitted portions In the event the damages remaining after the deductions of expenses and legal fees are not sufficient to cover the allocations to both GENERAL and METASYN set forth in the preceding two sentences, the remaining damages will be allocated between GENERAL and METASYN on a pro rata basis. In the event recovery or damages still remain after the above-mentioned allocations the remainder shall be divided as follows: [ ]* to GENERAL and the remaining [ ]* to METASYN. 8.3. If within six months after having been notified of any alleged infringement GENERAL shall have been unsuccessful in causing the alleged infringer to desist and shall *Confidential information omitted and filed separately with the Securities and Exchange Commission. not have brought or shall not be diligently prosecuting an infringement action, or if GENERAL shall notify METASYN at any time prior thereto of its intention not to bring suit against any alleged infringer, then, in those events only, METASYN may, for such purposes, use the name of GENERAL as party plaintiff, and GENERAL shall cooperate with METASYN in such action at METASYN's expense. No settlement, consent judgment or other voluntary final disposition of the suit which invalidates or restricts the claims of such PATENT RIGHTS and/or JOINT PATENT RIGHTS may be entered into without the consent of GENERAL, which consent shall not be unreasonable unreasonably withheld. CEREBROTEC METASYN shall indemnify GENERAL against any order for payment that may be made against GENERAL in such proceedings. 7.3 8.4. In the event that any action is brought against METASYN for infringement of any patent or for wrongful use of any proprietary information of any third party arising out of METASYN's exercise of any PATENT RIGHTS licensed under this Agreement, GENERAL agrees to cooperate with METASYN, at METASYN's expense, in connection with METASYN's defense of such action. 8.5. In the event that METASYN shall undertake the enforcement and/or defense of the PATENT RIGHTS by litigation, METASYN may withhold up to [ ]* of the royalties and sublicense revenues otherwise due GENERAL hereunder (after any reduction pursuant to Paragraph 5.4) after notification of infringement and apply the same toward reimbursement of its expenses, including reasonable attorneys' fees, in connection therewith. In order for such royalties to be continued to be withheld, METASYN must continuously and diligently pursue such enforcement and/or defense. GENERAL may retain counsel at its expense to represent it in such suit. Any recovery of damages by METASYN for any such suit shall be applied first in satisfaction of any unreimbursed expenses and legal fees of METASYN and then the expenses and legal fees of GENERAL, if any, relating to the suit. Next the remaining damages shall be applied toward compensation for METASYN's lost profits or a reasonable royalty on the sales of the infringer, whichever measure of damages the court shall have applied, and the reimbursement to GENERAL of royalties withheld by METASYN pursuant to this Paragraph 7.5 and royalties not received by GENERAL from sales by the infringer. In the event damages remaining after the deduction of any unreimbursed expenses and legal fees of METASYN or GENERAL relating to the suit are not sufficient to cover the allocations to METASYN and GENERAL set forth in the preceding sentence, the damages remaining after reimbursement of expenses and legal fees shall be allocated to METASYN and GENERAL on a pro rata basis. Any damages or recovery remaining after the allocations to METASYN and GENERAL of lost profits or unrecovered royalties as previously set forth shall be divided as follows: [ ]* to METASYN and [ ]* to GENERAL. 8.6. In the event that a declaratory judgment action alleging invalidity or non-infringement of any of the PATENT RIGHTS shall be brought against METASYN, GENERAL as its option, shall have the right, within thirty (30) days after commencement of such action to intervene and take over the sole defense of the action at its own expense. 8.7. In the event one party shall initiate or carry on legal proceedings to enforce undertakes the enforcement and/or defense of any PATENT RIGHT against any alleged infringerRIGHTS hereunder, the other party shall use reasonable efforts to fully cooperate with and shall supply all assistance reasonably requested by the party initiating or carrying on *Confidential information omitted and filed with the Commission. out such proceedings. The party which that institutes any suit proceeding to protect enforce or enforce a defend PATENT RIGHT RIGHTS shall have sole control of that suit proceeding and shall bear the reasonable expenses (excluding legal fees) incurred by said other party in providing such assistance and cooperation as is requested pursuant to this paragraph. The party initiating or carrying on such legal proceedings shall keep the other party informed of the progress of such proceedings and said other party shall be entitled to counsel in such proceedings but at its own expense. Any award paid by third parties as the result of such proceedings (whether by way of settlement or otherwise) shall first be applied to reimbursement of the unreimbursed legal fees and expenses incurred by either party and then the remainder shall be divided between the parties as follows: (a) (i) If the amount is based on lost profits, CEREBROTEC shall receive an amount equal to the damages the court determines CEREBROTEC has suffered as a result of the infringement less the amount of any royalties that would have been due GENERAL on sales of PRODUCT lost by CEREBROTEC as a result of the infringement had CEREBROTEC made such sales; andSection.

Infringement. 7.1 GENERAL will protect (a) Amarin shall promptly notify Chemport of any suspected or threatened infringement, misappropriation or other unauthorized use of the Chemport Intellectual Property licensed by Chemport to Amarin under the Amarin License that comes to Amarin’s attention. The notice shall set forth the facts of such suspected or threatened infringement in reasonable detail. Chemport shall have the sole right, but not the obligation, to institute, prosecute and control, at its PATENT RIGHTS 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 JOINT PATENT RIGHTS from infringement authority to control, file and prosecute infringers whenthe suit as necessary at Chemport’s expense. Amarin shall have the right to participate in the applicable action or proceeding with its own counsel at its own expense and without reimbursement hereunder. If Amarin elects to so participate, in its sole judgement, Chemport shall provide Amarin with an opportunity to consult regarding such action may be reasonably necessary, proper and justifiedor proceeding. 7.2 (b) If CEREBROTEC Chemport elects not to bring any action or proceeding for infringement, misappropriation or other unauthorized use of the Chemport Intellectual Property licensed by Chemport to Amarin under the Amarin License, then it shall promptly advise Amarin of its decision, and Amarin thereafter shall have supplied GENERAL with written evidence demonstrating the right, but not the obligation, to GENERAL'S 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 satisfaction prima facie infringement of a claim of a PATENT RIGHT 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 participate in the LICENSE FIELD applicable action or proceeding with its own counsel at its own expense and without reimbursement hereunder (except for any out-of-pocket costs and expenses incurred by Chemport following its joinder as a third party, CEREBROTEC may party to such action or proceeding pursuant to Amarin’s reasonable request or as required by notice request GENERAL to take steps to protect the PATENT RIGHT. GENERAL shall notify CEREBROTEC within three (3) months of the receipt of such notice whether GENERAL intends to prosecute the alleged infringementapplicable Legal Requirements). If GENERAL notifies CEREBROTEC Chemport elects to participate (but is not joined as a party to such action or proceeding), Amarin shall provide Chemport with an opportunity to consult regarding such action or proceeding. Amarin shall retain any damages or other monetary awards that it intends to so prosecute, GENERAL shall, within three recovers in pursuing any action under this Section 8.4(b). (3c) months of its notice to CEREBROTEC either (i) cause infringement to terminate or (ii) initiate legal proceedings against the infringer. In the event GENERAL notifies CEREBROTEC that GENERAL does not intend to prosecute said infringement CEREBROTEC may, upon notice to GENERAL, initiate legal proceedings against either Party exercises the infringer at CEREBROTEC's expense rights conferred in this Section 8.4 and in GENERAL's name if so required by law. No settlement, consent judgment recovers any damages or other voluntary final disposition of the * Confidential treatment has been requested with respect to certain portions of this exhibit. Such portions are marked with a "[*]" in place of the redacted language. Omitted portions are filed separately with the Securities and Exchange Commission. suit which invalidates or restricts the claims of such PATENT RIGHTS and/or JOINT PATENT RIGHTS may be entered into without the consent of GENERAL, which consent shall not be unreasonable withheld. CEREBROTEC shall indemnify GENERAL against any order for payment that may be made against GENERAL sums in such proceedings. 7.3 In the event one party shall initiate action or carry on legal proceedings to enforce any PATENT RIGHT against any alleged infringerproceeding or in settlement thereof, the such damages or other party shall fully cooperate with and supply all assistance reasonably requested by the party initiating or carrying on such proceedings. The party which institutes any suit to protect or enforce a PATENT RIGHT shall have sole control of that suit and shall bear the reasonable expenses (excluding legal fees) incurred by said other party in providing such assistance and cooperation as is requested pursuant to this paragraph. The party initiating or carrying on such legal proceedings shall keep the other party informed of the progress of such proceedings and said other party shall be entitled to counsel in such proceedings but at its own expense. Any award paid by third parties as the result of such proceedings (whether by way of settlement or otherwise) sums recovered shall first be applied to reimbursement of the unreimbursed legal fees all out-of-pocket costs and expenses incurred by either party the Parties in connection therewith (including attorneys fees), unless such Party is expressly not entitled to reimbursement under this Section 8.4. If such recovery is insufficient to cover all such costs and then expenses of both Parties, the remainder controlling Party’s costs shall be divided between paid in full first before any of the parties as follows: (a) (i) If the amount is based on lost profits, CEREBROTEC other Party’s costs. Each Party seeking reimbursement under this Section 8.4 shall receive an amount equal furnish promptly to the damages the court determines CEREBROTEC has suffered as a result other Party appropriate documentation of the infringement less the amount of any royalties that would have been due GENERAL on sales of PRODUCT lost by CEREBROTEC as a result of the infringement had CEREBROTEC made such sales; andits out-of-pocket costs and expenses incurred.

Infringement. 7.1 GENERAL will protect its PATENT RIGHTS LICENSEE shall inform UTC promptly in writing of any alleged infringement of the Intellectual Property Rights by a third party and JOINT PATENT RIGHTS from infringement and prosecute infringers when, in its sole judgement, such action may be reasonably necessary, proper and justifiedof any available evidence thereof. 7.2 If CEREBROTEC During the term of this Agreement, UTC shall have supplied GENERAL the right, but shall not be obligated, to prosecute at its own expense any such infringements of the Intellectual Property Rights. If UTC prosecutes any such infringement, UTC agrees that LICENSEE may join UTC as a party plaintiff in any such suit, without expense to UTC. The total cost of any such infringement action commenced or defended solely by UTC shall be borne by UTC and UTC shall keep any recovery or damages for past infringement derived therefrom. Once an IND has been filed and/or sales commence, Geron shall have the right, but not the obligation, to control litigation and recover costs and damages, though royalties will be paid to UTC on lost sales due to such infringements after first recovering the necessary and reasonable expenses associated with written evidence demonstrating the litigation. If LICENSEE prosecutes any such infringement, LICENSEE agrees that UTC may join LICENSEE as a party plaintiff in any such suit, without expense to GENERAL'S reasonable satisfaction prima facie LICENSEE. 7.3 If UTC has the right to assume litigation responsibility, and within six (6) months after having been notified of any alleged infringement or such shorter time prescribed by law, if UTC shall have been unsuccessful in persuading the alleged infringer to desist and shall not have brought and shall not be diligently prosecuting an infringement action, or if UTC shall notify LICENSEE at any time prior thereto of its intention not to bring suit against any alleged infringer, then, and in those events only, LICENSEE shall have the right, but shall not be obligated, to prosecute at its own expense any infringement of a claim of a PATENT RIGHT in the LICENSE FIELD by a third partyIntellectual Property Rights, CEREBROTEC may by notice request GENERAL to take steps to protect the PATENT RIGHT. GENERAL shall notify CEREBROTEC within three (3) months of the receipt of such notice whether GENERAL intends to prosecute the alleged infringement. If GENERAL notifies CEREBROTEC that it intends to so prosecute, GENERAL shall, within three (3) months of its notice to CEREBROTEC either (i) cause infringement to terminate or (ii) initiate legal proceedings against the infringer. In the event GENERAL notifies CEREBROTEC that GENERAL does not intend to prosecute said infringement CEREBROTEC and LICENSEE may, upon notice for such purposes, use the name of UTC as party plaintiff; provided, however, that such right to GENERAL, initiate legal proceedings against bring an infringement action shall remain in effect only for so long as the infringer at CEREBROTEC's expense and in GENERAL's name if so required by lawlicense granted herein remains exclusive. No settlement, consent judgment or other voluntary final disposition of the suit may be entered into without the consent of UTC, which consent shall not unreasonably be withheld. LICENSEE shall indemnify UTC against any expenses, including attorney's fees, incurred by UTC in such proceedings commenced by LICENSEE. * Confidential Certain portions of this Exhibit have been omitted for which confidential treatment has been requested with respect to certain portions of this exhibit. Such portions are marked with a "[*]" in place of the redacted language. Omitted portions are and filed separately with the Securities and Exchange Commission. suit which invalidates or restricts the claims of such PATENT RIGHTS and/or JOINT PATENT RIGHTS may be entered into without the consent of GENERAL, which consent shall not be unreasonable withheld. CEREBROTEC shall indemnify GENERAL against any order for payment that may be made against GENERAL in such proceedings. 7.3 7.4 In the event one that LICENSEE and UTC jointly shall undertake the enforcement and/or defense of the Intellectual Property Rights by litigation, then all costs and judgments shall be shared in a formula to be developed through mutual consent. 7.5 In the event that a declaratory judgment action alleging invalidity or noninfringement of any of the Intellectual Property Rights shall be brought against LICENSEE, UTC has the opportunity, with LICENSEE consent, within thirty (30) days after commencement of such action, to intervene and take over the sole defense of the action at its own expense. 7.6 In any infringement suit as either party shall initiate or carry on legal proceedings may institute to enforce any PATENT RIGHT against any alleged infringerthe Intellectual Property Rights pursuant to this Agreement, the other party shall fully cooperate with hereto shall, at the request and supply all assistance reasonably requested by expense of the party initiating or carrying on such proceedings. The party which institutes any suit to protect or enforce a PATENT RIGHT shall have sole control of that suit and shall bear the reasonable expenses (excluding legal fees) incurred by said other party suit, cooperate in providing such assistance and cooperation as is requested pursuant to this paragraph. The party initiating or carrying on such legal proceedings shall keep the other party informed of the progress of such proceedings and said other party shall be entitled to counsel in such proceedings but at its own expense. Any award paid by third parties as the result of such proceedings (whether by way of settlement or otherwise) shall first be applied to reimbursement of the unreimbursed legal fees and expenses incurred by either party and then the remainder shall be divided between the parties as follows: (a) (i) If the amount is based on lost profitsall respects and, CEREBROTEC shall receive an amount equal to the damages extent possible, have its employees testify when requested and make available relevant records, papers, information, samples, specimens, and the court determines CEREBROTEC has suffered as a result of the infringement less the amount of any royalties that would have been due GENERAL on sales of PRODUCT lost by CEREBROTEC as a result of the infringement had CEREBROTEC made such sales; andlike.

Infringement. 7.1 GENERAL will protect (i) If either Party shall learn of a claim or assertion that the manufacture, use or sale of the Product in the Territory infringes or otherwise violates the intellectual property rights of any third party or that any third party violates the intellectual property rights owned or Controlled by (i) Valeant in the Product or the Product Trademarks or Valeant Trademarks in the Territory or (ii) Zogenix in the Zogenix Trademarks, then the Party becoming so informed shall promptly, but in all events within [***] ([***]) days thereof, notify the other Party of the claim or assertion. In the event Valeant receives a notice under Paragraph IV of the U.S. Federal Drug Price Competition and Patent Term Restoration Act of 1984, as amended, also known as the ▇▇▇▇▇-▇▇▇▇▇▇ Act, with respect to the Product, Valeant shall provide Zogenix with written notice of such Paragraph IV notice within [***] ([***]) business days. (ii) In the event of any infringement of Valeant patent rights related to the Product or its PATENT RIGHTS and JOINT PATENT RIGHTS from manufacture, use or sale, or the Product Trademarks or Valeant Trademarks in the Territory, which infringement and prosecute infringers wheninvolves a product that could or does compete with the Product or could adversely affect the Parties’ interests in the Product under this Agreement, Valeant shall, in its sole judgement, such discretion determine to take the appropriate legal action may be reasonably necessary, proper and justified. 7.2 If CEREBROTEC shall have supplied GENERAL with written evidence demonstrating (as to GENERAL'S reasonable satisfaction prima facie infringement of a claim of a PATENT RIGHT in the LICENSE FIELD by any Party to redress a third partyparty infringement, CEREBROTEC may by notice request GENERAL to take steps to protect the PATENT RIGHT. GENERAL shall notify CEREBROTEC within three (3) months of the receipt of such notice whether GENERAL intends to prosecute the alleged infringement. If GENERAL notifies CEREBROTEC that it intends to so prosecutean “Enforcement Action”), GENERAL shall, within three (3) months of its notice to CEREBROTEC either (i) cause infringement to terminate or (ii) initiate legal proceedings against the infringerif any. In the event GENERAL notifies CEREBROTEC that GENERAL does not intend such an Enforcement Action is initiated, Valeant shall use commercially reasonable efforts to prosecute said infringement CEREBROTEC maysuch matter as it determines in its entire discretion and shall keep Zogenix reasonably informed regarding any such Enforcement Action. At Valeant’s reasonable request, upon notice to GENERAL, initiate legal proceedings against the infringer at CEREBROTEC's expense and in GENERAL's name if so required by law. No settlement, consent judgment or other voluntary final disposition of the * Confidential treatment has been requested Zogenix shall cooperate fully with Valeant with respect to certain portions any such Enforcement Action, and Valeant shall reimburse Zogenix for its reasonable out-of-pocket costs and expenses incurred in providing such cooperation. Any recovery received as a result of this exhibit. Such portions are marked with a "[*]" in place of any Enforcement Action shall be used first to reimburse the redacted language. Omitted portions are filed separately with the Securities Parties for their costs and Exchange Commission. suit which invalidates or restricts the claims of such PATENT RIGHTS and/or JOINT PATENT RIGHTS may be entered into without the consent of GENERAL, which consent shall expenses not be unreasonable withheld. CEREBROTEC shall indemnify GENERAL against any order for payment that may be made against GENERAL in such proceedings. 7.3 In the event one party shall initiate or carry on legal proceedings to enforce any PATENT RIGHT against any alleged infringer, the other party shall fully cooperate with previously reimbursed (including attorneys’ and supply all assistance reasonably requested by the party initiating or carrying on such proceedings. The party which institutes any suit to protect or enforce a PATENT RIGHT shall have sole control of that suit and shall bear the reasonable expenses (excluding legal professional fees) incurred by said other party in providing connection with such assistance Enforcement Action. If such recovery is not sufficient to fully reimburse the Parties for such costs and cooperation as is requested pursuant expenses, then the recovery will be paid to this paragraph. The party initiating or carrying on the Parties pro rata, in proportion to such legal proceedings shall keep the other party informed of the progress of such proceedings and said other party shall be entitled to counsel in such proceedings but at its own expense. Any award paid by third parties as the result of such proceedings (whether by way of settlement or otherwise) shall first be applied to reimbursement of the unreimbursed legal fees costs and expenses incurred by either party each Party. Of any remaining amounts, the amount (if any) which is required to be paid to any licensors of the applicable patent rights or Product Trademarks or Valeant Trademarks under the terms of the respective in-license agreement, if any, shall then be paid to such licensor, if any, and then any amounts remaining thereafter allocable as compensation for lost sales or profits of the remainder Product during the Term shall be divided shared between the parties as follows:Parties [***] percent ([***]%) to Zogenix and [***] percent ([***]%) to Valeant. (aiii) (i) If In the amount is based on lost profitsevent of an Enforcement Action by Zogenix with respect to any Zogenix Trademark, CEREBROTEC at Zogenix’ reasonable request, Valeant shall receive an amount equal cooperate fully with Zogenix with respect to any such Enforcement Action, and Zogenix shall reimburse Valeant for its reasonable out-of-pocket expenses incurred in providing such cooperation. Any recovery achieved by Zogenix with respect to such Enforcement Action shall be solely for the damages the court determines CEREBROTEC has suffered as a result account of the infringement less the amount of any royalties that would have been due GENERAL on sales of PRODUCT lost by CEREBROTEC as a result of the infringement had CEREBROTEC made such sales; andZogenix.

Infringement. 7.1 GENERAL will protect its PATENT RIGHTS and JOINT PATENT RIGHTS from infringement and prosecute infringers when, in its sole judgement, such action may be reasonably necessary, proper and justified. 7.2 (a) If CEREBROTEC either party shall have supplied GENERAL with written evidence demonstrating to GENERAL'S reasonable satisfaction prima facie infringement learn of a claim or assertion that the manufacture, use or sale of a PATENT RIGHT Product in the LICENSE FIELD Territory infringes or otherwise violates the intellectual property rights of any Third Party or that any Third Party violates the intellectual property rights owned or Controlled by a third party, CEREBROTEC may by notice request GENERAL to take steps to protect the PATENT RIGHT. GENERAL shall notify CEREBROTEC within three (3) months of the receipt of such notice whether GENERAL intends to prosecute the alleged infringement. If GENERAL notifies CEREBROTEC that it intends to so prosecute, GENERAL shall, within three (3) months of its notice to CEREBROTEC either (i) cause infringement to terminate Depomed in a Product and the Depomed Trademarks in the Territory or (ii) initiate legal proceedings against Santarus in the infringerSantarus Trademarks, then the party becoming so informed shall promptly, but in all events within fifteen (15) days thereof, notify the other party to this Agreement of the claim or assertion. In the event GENERAL notifies CEREBROTEC that GENERAL does not intend to prosecute said infringement CEREBROTEC may, upon either party receives a notice to GENERAL, initiate legal proceedings against the infringer at CEREBROTEC's expense and in GENERAL's name if so required by law. No settlement, consent judgment or other voluntary final disposition under Paragraph IV of the * Confidential treatment has been requested U.S. Federal Drug Price Competition and Patent Term Restoration Act of 1984, as amended, also known as the ▇▇▇▇▇-▇▇▇▇▇▇ Act, with respect to certain portions of this exhibit. Such portions are marked with a "[*]" in place of the redacted language. Omitted portions are filed separately with the Securities and Exchange Commission. suit which invalidates or restricts the claims of any Product, such PATENT RIGHTS and/or JOINT PATENT RIGHTS may be entered into without the consent of GENERAL, which consent shall not be unreasonable withheld. CEREBROTEC shall indemnify GENERAL against any order for payment that may be made against GENERAL in such proceedings. 7.3 In the event one party shall initiate or carry on legal proceedings to enforce any PATENT RIGHT against any alleged infringer, provide the other party with written notice of such Paragraph IV notice within two (2) business days (each, a “Paragraph IV Notice”). (b) If warranted in the opinion of Depomed, after consultation with Santarus, Depomed shall have the right to take such legal action (“Enforcement Action”) as is advisable in Depomed’s opinion to restrain infringement of such Depomed Patent Rights related to any Product or the Depomed Trademarks in the Territory (subject, in the case of the 1000mg Product, to BLS’s rights and Depomed’s obligations with respect to the intellectual property under the BLS Agreements). Depomed will have the right to institute the Enforcement Action in its own name using counsel of its choice and, except as otherwise set forth in this Agreement, with the right to control the course of such Enforcement Action. Santarus shall cooperate fully cooperate with with, and supply all assistance as reasonably requested by the party initiating or carrying on such proceedings. The party which institutes by, Depomed in any suit to protect or enforce a PATENT RIGHT Enforcement Action, and Depomed shall have sole control of that suit and shall bear the reasonable reimburse Santarus for its out-of-pocket expenses (excluding legal fees) incurred by said other party in providing such assistance and cooperation as is requested pursuant to this paragraphcooperation. The party initiating or carrying on such legal proceedings shall keep the other party informed Santarus may be represented by counsel of the progress of such proceedings and said other party shall be entitled to counsel in such proceedings but its own selection at its own expenseexpense in any Enforcement Action. Any award paid Depomed shall keep Santarus reasonably informed regarding material developments relating to any Enforcement Action (including by third parties as the result making its outside counsel available to participate in periodic status calls); provided, however, that Depomed shall obtain Santarus’ consent (which Santarus will not unreasonably withhold) in advance of such proceedings (whether by way of settlement or otherwise) shall first be applied to reimbursement of the unreimbursed legal fees and expenses incurred by either party and then the remainder shall be divided between the parties as follows: (a) (i) If the amount is based on lost profitsgrant of any license, CEREBROTEC shall receive an amount equal covenant not to the damages ▇▇▇, right of reference, right of supply, other intellectual property right or other settlement in any Enforcement Action, and (ii) filing with the court determines CEREBROTEC has suffered as or serving on any Third Party any pleadings (e.g., briefs, discovery requests and/or responses, expert reports, court filings and stipulations), the selection and engagement of expert witnesses, and any written or electronic correspondence with the opposing party or its counsel concerning substantive issues in the litigation, including positions taken with respect to fact, expert opinions and claim construction. If Depomed elects in writing not to bring or defend an Enforcement Action with respect to any Product in the Territory within ninety (90) days following a result notification pursuant to Section 12.2(a) (provided that in the case of the infringement less the amount of any royalties that would have been due GENERAL on sales of PRODUCT lost by CEREBROTEC as a result of the infringement had CEREBROTEC made such sales; andParagraph IV Notice, Depomed shall confirm in

Infringement. 7.1 GENERAL 6.1 Each party will protect its PATENT RIGHTS and JOINT PATENT RIGHTS from notify the other in writing of any misappropriation or infringement and prosecute infringers when, of any rights in its sole judgement, such action may be reasonably necessary, proper and justifiedthe Licensed Technology of which the party becomes aware. 7.2 If CEREBROTEC shall have supplied GENERAL with written evidence demonstrating 6.2 The Licensee has the first right (but is not obliged) to GENERAL'S reasonable satisfaction prima facie take Legal Action at its own cost in relation to any misappropriation or infringement of a claim of a PATENT RIGHT any rights included in the LICENSE FIELD by a third partyLicensed Intellectual Property Rights in the Field and in the Territory. The Licensee must discuss any proposed Legal Action with OUI prior to the Legal Action being commenced, CEREBROTEC may by notice request GENERAL to and take steps to protect the PATENT RIGHT. GENERAL shall notify CEREBROTEC within three (3) months due account of the receipt legitimate interests of OUI in the Legal Action it takes provided always that the Licensee may act without further consultation if rights in the Licensed Technology would otherwise be prejudiced or lost. 6.3 If the Licensee takes Legal Action under clause 6.2, the Licensee will: 6.3.1 indemnify and hold OUI and the University harmless against all costs (including lawyers’ and patent agents’ fees and expenses), claims, demands and liabilities arising out of or consequent upon a Legal Action and will settle any invoice received from OUI in respect of such notice whether GENERAL intends costs, claims, demands and liabilities within thirty (30) days of receipt; 6.3.2 treat any account of profits or damages (including, without limitation, punitive damages) awarded in or paid to prosecute the alleged infringement. If GENERAL notifies CEREBROTEC that it intends to so prosecute, GENERAL shall, within three (3) months of its notice to CEREBROTEC either (i) cause infringement to terminate or (ii) initiate legal proceedings against the infringer. In the event GENERAL notifies CEREBROTEC that GENERAL does not intend to prosecute said infringement CEREBROTEC may, upon notice to GENERAL, initiate legal proceedings against the infringer at CEREBROTEC's expense and in GENERAL's name if so required by law. No settlement, consent judgment or other voluntary final disposition Licensee under any settlement of the * Confidential treatment has been requested with respect Legal Action for any misappropriation or infringement of any rights included in the Licensed Technology as Net Sales for the purposes of clause 8, having first for these purposes deducted from the award or settlement an amount equal to certain portions of this exhibit. Such portions are marked with a "[*]" in place of the redacted language. Omitted portions are filed separately with the Securities and Exchange Commission. suit which invalidates or restricts the claims of such PATENT RIGHTS and/or JOINT PATENT RIGHTS may be entered into without the consent of GENERAL, which consent shall not be unreasonable withheld. CEREBROTEC shall indemnify GENERAL against any order for payment that may be made against GENERAL in such proceedings. 7.3 In the event one party shall initiate or carry on legal proceedings to enforce any PATENT RIGHT against any alleged infringer, the other party shall fully cooperate with and supply all assistance reasonably requested costs incurred by the party initiating or carrying on such proceedings. The party which institutes any suit to protect or enforce a PATENT RIGHT shall have sole control Licensee in the Legal Action that are not covered by an award of that suit and shall bear the reasonable expenses (excluding legal fees) incurred by said other party in providing such assistance and cooperation as is requested pursuant to this paragraph. The party initiating or carrying on such legal proceedings shall costs; and 6.3.3 keep the other party OUI regularly informed of the progress of such proceedings and said other party shall be entitled to counsel in such proceedings but the Legal Action, including, without limitation, any claims affecting the scope of the Licensed Technology. 6.4 OUI may take any Legal Action at its own expense. Any award paid by third parties as cost in relation to any misappropriation or infringement of any rights included in the result Licensed Intellectual Property Rights where: 6.4.1 the Licensee has notified OUI in writing that it does not intend to take any Legal Action in relation to any misappropriation or infringement of any such rights; or 6.4.2 if having received professional advice with regard to any Legal Action within fourteen (14) days of the notification under clause 6.1, and consulted with OUI, the Licensee does not take reasonable steps to act upon an agreed process for dealing with such misappropriation or infringement (which may include, for the avoidance of doubt, seeking a second opinion in respect of such proceedings professional advice) within any timescale agreed between OUI and the Licensee and in any event within forty-five (whether by way 45) days of settlement or otherwise) notification under clause 6.1, provided it shall not settle any action without first be applied to reimbursement consulting with the Licensee and taking account of the unreimbursed legal fees reasonable observations and expenses incurred requests of the Licensee. 6.5 Subject to clauses 6.2 and 6.3, if the Licensee takes Legal Action OUI will provide such reasonable assistance as requested by either party the Licensee in relation to such Legal Action at the Licensee’s cost and then authorises the remainder shall be divided between the parties as follows: (a) (i) If the amount is based on lost profits, CEREBROTEC shall receive an amount equal Licensee to the damages the court determines CEREBROTEC has suffered join OUI as a result of party in any Legal Action where it is a legal requirement for the infringement less patent owner to be a plaintiff in the amount Legal Action, provided that the Licensee indemnifies OUI under clause 6.3.1 for the costs of any royalties that would have been due GENERAL on sales of PRODUCT lost legal representation in the Legal Action required by CEREBROTEC as a result of the infringement had CEREBROTEC made such sales; andOUI.

Infringement. 7.1 GENERAL will protect its PATENT RIGHTS and JOINT PATENT RIGHTS from infringement and prosecute infringers when, in its sole judgement, such action may be reasonably necessary, proper and justified. 7.2 If CEREBROTEC shall have supplied GENERAL with 9.1 Each Party agrees to provide prompt written evidence demonstrating notice to GENERAL'S reasonable satisfaction prima facie the other Party of any alleged infringement of a claim of a PATENT RIGHT in the LICENSE FIELD Patent Rights by a third party, CEREBROTEC may and of any available evidence thereof, of which it becomes aware. 9.2 During the Term of this Agreement, Licensee, to the extent permitted by notice request GENERAL law, shall have the right, but shall not be obligated, to take steps to protect the PATENT RIGHT. GENERAL shall notify CEREBROTEC within three (3) months prosecute at its own expense all infringements of the receipt Patent Rights and, in furtherance of such notice whether GENERAL intends right, Northwestern hereby agrees that Licensee may include Northwestern as a party plaintiff in such suit, without expense to prosecute Northwestern, provided, however, that such right to bring such infringement action shall remain in effect only for so long as the alleged infringementlicense granted herein remains exclusive. If GENERAL notifies CEREBROTEC that it intends Prior to so prosecutecommencing any such action, GENERAL shall, within three (3) months Licensee shall consult with Northwestern and shall consider the view of Northwestern regarding the advisability of the proposed action and its notice to CEREBROTEC either (i) cause infringement to terminate or (ii) initiate legal proceedings against effect on the infringer. In the event GENERAL notifies CEREBROTEC that GENERAL does not intend to prosecute said infringement CEREBROTEC may, upon notice to GENERAL, initiate legal proceedings against the infringer at CEREBROTEC's expense and in GENERAL's name if so required by lawpublic interest. No settlement, consent judgment or other voluntary final disposition of the * Confidential treatment has been requested with respect to certain portions of this exhibit. Such portions are marked with a "[*]" in place of the redacted language. Omitted portions are filed separately with the Securities and Exchange Commission. suit which invalidates or restricts the claims of such PATENT RIGHTS and/or JOINT PATENT RIGHTS may be entered into without the prior written consent of GENERALNorthwestern, which consent shall not be unreasonable unreasonably withheld. CEREBROTEC If it is determined that Licensee does not have the right to prosecute an infringement of the Patent Rights, and Licensee notifies Northwestern of its desire to have such infringement action pursued, Northwestern agrees to prosecute such infringement of the Patent Rights on Licensee’s behalf and at Licensee’s sole expense, and Northwestern shall consult with Licensee on any such infringement action. Licensee shall indemnify GENERAL Northwestern against any order for payment costs that may be made against GENERAL Northwestern in such proceedings. 7.3 In the event one party shall initiate or carry on legal proceedings to enforce any PATENT RIGHT against any alleged infringer, the other party shall fully cooperate with and supply all assistance reasonably requested by the party initiating or carrying on such proceedings. The party which institutes any suit to protect or enforce a PATENT RIGHT shall have sole control of that suit and shall bear the reasonable expenses (excluding legal fees) incurred Any recovery resulting from an action brought by said other party in providing such assistance and cooperation as is requested pursuant to this paragraph. 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 Licensee shall be entitled to counsel in such proceedings but at its own expense. Any award paid by third parties as the result of such proceedings (whether by way of settlement or otherwise) shall first be applied to reimbursement of the unreimbursed legal fees and expenses incurred by either party and then the remainder shall be divided between the parties distributed as follows: : (a) each Party shall be reimbursed for any expenses it incurred in the action; (ib) If the amount is based on lost profitsas to ordinary damages for past infringement, CEREBROTEC Licensee shall receive an amount equal to either (i) its lost profits, (ii) a reasonable royalty on the infringing sales, or (iii) whatever alternative measure of such damages the court determines CEREBROTEC shall have applied, and such amount shall be treated as Net Sales for the purpose of calculating running royalties under Section 5.3(b). 9.3 If [***] after having become aware of any alleged infringement Licensee has suffered been unsuccessful in persuading the alleged infringer to desist and either has not brought or is not diligently prosecuting an infringement action, or if Licensee shall notify Northwestern at any time of its intention not to bring suit against any alleged infringer, then Northwestern shall have the right, at its sole discretion, to prosecute such infringement of the Patent Rights under its sole control and at its sole expense. In the event Northwestern elects to prosecute an infringement of any Patent Rights as set forth in this Section 9.3, then (a) Northwestern shall keep any recovery or damages for past infringement derived therefrom, and (b) Licensee shall not offer to sublicense the infringed Patent Rights to the alleged infringer without Northwestern’s written consent. 9.4 In the event that a declaratory judgment action alleging invalidity, unenforceability, or noninfringement of any of the Patent Rights shall be brought against Northwestern or Licensee, Northwestern, at its option, shall have the right, within [***] after it receives notice of the commencement of such action, to intervene and take over the sole defense of the action (but only to the extent of the Patent Rights) at its own expense. If Northwestern does not exercise this right, Licensee may take over the sole defense of the action at Licensee’s sole expense. No settlement, consent judgment or other voluntary final disposition of the action may be entered into without the prior written consent of Northwestern, which shall not be unreasonably withheld. 9.5 In any infringement suit that either Party may institute to enforce the Patent Rights pursuant to this Agreement and in any declaratory judgment action that one Party is defending, the other Party hereto shall, at the request and expense of the Party initiating or defending such suit, cooperate in all reasonable respects (including joining as a result party if required by law) and, to the extent possible, have its employees testify when requested and make available relevant records, papers, information, samples, specimens, and the like. 9.6 For so long as the license granted herein remains exclusive during the Term of this Agreement, Licensee shall have the sole right to sublicense any alleged infringer for future use of the Patent Rights in accordance with the terms and conditions of this Agreement relating to sublicenses, provided, however, as set forth in Section 9.3 above for any alleged infringer against whom Northwestern is pursuing an infringement less action, Licensee shall not offer to sublicense the amount infringed Patent Rights to such alleged infringer without Northwestern’s written consent. Any upfront fees as part of any royalties that would have been due GENERAL on sales of PRODUCT lost by CEREBROTEC as such a result of the infringement had CEREBROTEC made sublicense shall be shared equally between Licensee and Northwestern (such salesupfront payments will not also be subject to payments to Northwestern under Section 5.4 in addition to this equal sharing); andother revenues to Licensee resulting from such a sublicense shall be treated pursuant to Sections 5.3 and 5.4.

Infringement. 7.1 GENERAL will protect Each Party shall promptly provide written notice to the other Party during the Agreement Term of any (i) known infringement or suspected infringement by a Third Party of any BPM IP, Patent Rights within Collaboration Compound IP, Roche Patent Rights or Joint Patent Rights, or (ii) known or suspected unauthorized use or misappropriation by a Third Party of any BPM Know-How, Roche Know-How or Joint Know-How, in each case if and to the extent involving any commercialization of any Licensed Product (or other compounds that satisfy the Compound Criteria) for the applicable Collaboration Target in the Field, and shall provide the other Party with all evidence in its PATENT RIGHTS possession and JOINT PATENT RIGHTS from Control supporting such infringement or unauthorized use or misappropriation. Within ten (10) Business Days after a Party provides or receives such written notice (“Decision Period”), such Party in its Territory (i.e., Roche in the Roche Territory and prosecute infringers whenBPM in the BPM Territory), in its sole judgementdiscretion, shall decide whether or not to initiate a suit or action in the Territory regarding such infringement or unauthorized use or misappropriation and shall notify the other Party in writing of its decision in writing (“Suit Notice”). If Roche decides to bring a suit or take action in the Roche Territory with respect to such infringement or unauthorized use or misappropriation, once the applicable Suit Notice is provided, Roche may immediately commence such suit or take such action may be reasonably necessary, proper and justified. 7.2 If CEREBROTEC shall have supplied GENERAL with written evidence demonstrating to GENERAL'S reasonable satisfaction prima facie infringement of a claim of a PATENT RIGHT in the LICENSE FIELD by a third party, CEREBROTEC may by notice request GENERAL to take steps to protect Roche Territory. In the PATENT RIGHT. GENERAL shall notify CEREBROTEC within three (3) months of the receipt of such notice whether GENERAL intends to prosecute the alleged infringement. If GENERAL notifies CEREBROTEC event that it intends to so prosecute, GENERAL shall, within three (3) months of its notice to CEREBROTEC either Roche (i) cause infringement to terminate does not in writing advise BPM within the Decision Period that Roche will commence suit or take action, or (ii) initiate legal proceedings against fails to commence suit or take action within a reasonable time after providing Suit Notice, BPM shall thereafter have the infringerright to commence suit or take action in the Roche Territory and shall provide written notice to Roche of any such suit commenced or action taken by BPM. If BPM decides to bring a suit or take action in the BPM Territory with respect to such infringement or unauthorized use or misappropriation, once the applicable Suit Notice is provided, BPM may immediately commence such suit or take such action in the BPM Territory. In the event GENERAL notifies CEREBROTEC that GENERAL BPM (i) does not intend in writing advise Roche within the Decision Period that BPM will commence suit or take action, or (ii) fails to prosecute said infringement CEREBROTEC maycommence suit or take action within a reasonable time after providing Suit Notice, upon Roche shall thereafter have the right to commence suit or take action in the BPM Territory and shall provide written notice to GENERAL, initiate legal proceedings against the infringer at CEREBROTEC's expense and in GENERAL's name if so required BPM of any such suit commenced or action taken by lawRoche. No settlement, consent judgment or other voluntary final disposition of the * Confidential treatment has been requested with respect to certain portions of this exhibit. Such portions are marked with a "[*]" in place of the redacted language. Omitted portions are filed separately with the Securities and Exchange Commission. suit which invalidates or restricts the claims of such PATENT RIGHTS and/or JOINT PATENT RIGHTS may be entered into without the consent of GENERAL, which consent shall not be unreasonable withheld. CEREBROTEC shall indemnify GENERAL against any order for payment that may be made against GENERAL in such proceedings. 7.3 In the event one party shall initiate or carry on legal proceedings to enforce any PATENT RIGHT against any alleged infringerUpon written request, the other party shall fully cooperate with and supply all assistance reasonably requested by the party initiating Party bringing suit or carrying on such proceedings. The party which institutes any suit to protect or enforce a PATENT RIGHT shall have sole control of that suit and shall bear the reasonable expenses taking action (excluding legal fees“Initiating Party”) incurred by said other party in providing such assistance and cooperation as is requested pursuant to this paragraph. The party initiating or carrying on such legal proceedings shall keep the other party Party informed of the progress status of any such proceedings suit or action and said shall provide the other party shall be entitled Party with copies, to counsel the extent the Initiating Party is lawfully permitted to do so, of all substantive documents or communications filed in such proceedings but at its own expensesuit or action. The Initiating Party shall have the sole and exclusive right to select counsel for any such suit or action, and any actions that otherwise would have been Handled with respect to any Patent Rights subject to this Section 16 will be controlled by the Initiating Party to the extent reasonably related to such suit or action. The Initiating Party shall, except as provided below, pay all expenses of the suit or action, including the Initiating Party’s attorneys’ fees and court costs. Any award paid by third parties damages, settlement fees or other consideration received as the a result of such proceedings (whether by way of settlement suit or otherwise) shall first be applied to reimbursement of the unreimbursed legal fees and expenses incurred by either party and then the remainder action shall be divided between the parties allocated as follows: (a) First, to reimburse the Initiating Party for its costs and, if any remains, to the other Party for any advisory counsel fees and costs; and (ib) Second, the balance, if any, (1) to the extent a lost profits award, shall be treated as Net Sales and subject to royalty obligations under this Agreement, and (2) to the extent a royalty or other type of award, will be paid […***…]. If the amount Initiating Party believes it is based on lost profitsreasonably necessary or desirable to obtain an effective remedy, CEREBROTEC shall receive an amount equal upon written request the other Party agrees to be joined as a party to the damages suit or action but shall be under no obligation to participate except to the court determines CEREBROTEC has suffered extent that such participation is required as a the result of its being a named party to the infringement less suit or action. At the amount Initiating Party’s written request, the other Party shall offer reasonable assistance to the Initiating Party in connection therewith at no charge to the Initiating Party except for reimbursement of reasonable out-of-pocket expenses incurred by the other Party in rendering such assistance. The other Party shall have the right to participate and be represented in any royalties that would have been due GENERAL on sales of PRODUCT lost such suit or action by CEREBROTEC as a result its own counsel at its own expense. The Initiating Party may settle, consent judgment or otherwise voluntarily dispose of the infringement had CEREBROTEC made suit or action (“Settlement”) without the written consent of the other Party but only if such sales; andSettlement can be achieved without adversely affecting the other Party (including any of its Patent Rights). If a Settlement could adversely affect the other Party, then the written consent of the other Party would be required, which consent shall not be unreasonably withheld, conditioned or delayed.

Infringement. 7.1 GENERAL will protect its PATENT RIGHTS and JOINT PATENT RIGHTS from If during the term of this Agreement, either party becomes aware of a third party infringement and prosecute infringers whenor threatened infringement of any Licensed Patents, the following provisions shall apply: (a) Introgen shall have the right, but not the obligation, to bring suit (itself or through a designee) to enforce the Licensed Patents, and/or to defend any declaratory judgment action with respect thereto, in its sole judgement, such action may be reasonably necessary, proper and justified. 7.2 If CEREBROTEC shall have supplied GENERAL with written evidence demonstrating to GENERAL'S reasonable satisfaction prima facie infringement of a claim of a PATENT RIGHT in the LICENSE FIELD by a third party, CEREBROTEC may by notice request GENERAL to take steps to protect the PATENT RIGHT. GENERAL shall notify CEREBROTEC within three (3) months of the receipt of such notice whether GENERAL intends to prosecute the alleged infringement. If GENERAL notifies CEREBROTEC that it intends to so prosecute, GENERAL shall, within three (3) months of its notice to CEREBROTEC either (i) cause infringement to terminate or (ii) initiate legal proceedings against the infringer. In the event GENERAL notifies CEREBROTEC that GENERAL does not intend to prosecute said infringement CEREBROTEC may, upon notice to GENERAL, initiate legal proceedings against the infringer at CEREBROTEC's expense and in GENERAL's name if so required by law. No settlement, consent judgment or other voluntary final disposition of the * Confidential treatment has been requested each case with respect to certain portions the manufacture, sale or use of this exhibit. Such portions are marked with a "[*]" in place of product within the redacted language. Omitted portions are filed separately with Field; provided, however, that Introgen shall keep Corixa reasonably informed as to the Securities and Exchange Commission. suit which invalidates or restricts the claims defense and/or settlement of such PATENT RIGHTS and/or JOINT PATENT RIGHTS may be entered into without the consent of GENERAL, which consent shall not be unreasonable withheldaction. CEREBROTEC shall indemnify GENERAL against any order for payment that may be made against GENERAL in such proceedings. 7.3 In the event one party shall initiate or carry on legal proceedings to enforce any PATENT RIGHT against any alleged infringer, the other party shall fully cooperate with and supply all assistance reasonably requested by the party initiating or carrying on such proceedings. The party which institutes any suit to protect or enforce a PATENT RIGHT Corixa shall have sole control the right to participate in any such action with counsel of that suit and shall bear the reasonable expenses (excluding legal fees) incurred by said other party in providing such assistance and cooperation as is requested pursuant to this paragraph. The party initiating or carrying on such legal proceedings shall keep the other party informed of the progress of such proceedings and said other party shall be entitled to counsel in such proceedings but its own choice at its own expense. Any award paid Without limiting the provisions of Section 7.3 below, Corixa agrees to cooperate with Introgen with respect to actions brought by third parties Introgen under this Section 7.2(a) at Introgen's request and expense. If Introgen decides to undertake such suit, then [*] received by Introgen in such Action with respect to infringement that occurred prior to the judgment awarding such amounts shall be [*]. (b) If Introgen elects not to so initiate an action to enforce the Licensed Patents against a commercially significant infringement by a Third Party within the Field, within one hundred eighty (180) days of a request by Corixa to do so, Corixa may initiate such action at its expense; provided, however, that Corixa shall keep Introgen reasonably informed as to the result defense and/or settlement of such proceedings (whether action, as requested from time to time by way Introgen, and provided that there is not then ongoing a litigation in any country with respect to the Licensed Technology. Introgen shall have the right to participate in any such action with counsel of settlement or otherwiseits own choice at its own expense. Introgen agrees to cooperate with Corixa with respect to actions brought by Corixa under this Section 7.2(b) shall first be applied to reimbursement of at Corixa's request and expense. If Corixa undertakes such suit, then, after deducting the unreimbursed legal fees and expenses costs incurred by either party and then the remainder Corixa in connection with such Action, Introgen shall be divided between the parties as follows:entitled to receive [*] of any amounts received by Corixa in such action. (ac) (i) If the amount is based on lost profitsUpon Introgen's reasonable request, CEREBROTEC shall receive an amount equal Corixa agrees to use reasonable efforts, including, but not limited to, with respect to the damages exercise of rights under the court determines CEREBROTEC has suffered Columbia Agreement (as a result of the infringement less the amount of defined in Section 10.1) to cause Columbia (as defined in Section 10.1) to cooperate in any royalties that would have been due GENERAL on sales of PRODUCT lost by CEREBROTEC as a result of the infringement had CEREBROTEC made such sales; andsuit, action or other proceeding under this Section 7.2, at Introgen's expense.

Infringement. 7.1 GENERAL will protect (a) If either Party shall learn of a claim or assertion that the manufacture, use, or sale of the Product in the Territory infringes or otherwise violates the intellectual property rights of any Third Party or that any Third Party violates the intellectual property rights owned or Controlled by (i) Zogenix in the Product or the Zogenix Trademarks in the Territory or (ii) Astellas in the Astellas Trademarks, then the Party becoming so informed shall promptly, but in all events within fifteen (15) days thereof, notify the other Party to this Agreement of the claim or assertion. In the event Zogenix receives a notice under Paragraph IV of the U.S. Federal Drug Price Competition and Patent Term Restoration Act of 1984, as amended, also known as the ▇▇▇▇▇-▇▇▇▇▇▇ Act, with respect to the Product, Zogenix shall provide Astellas with written notice of such Paragraph IV notice within two (2) business days (each, a “Paragraph IV Notice”). (b) In the event of any infringement of Zogenix patent rights related to the Product or its PATENT RIGHTS and JOINT PATENT RIGHTS from manufacture, use, or sale, or the Zogenix Trademarks in the Territory, which infringement and prosecute infringers wheninvolves a product that could or does compete with the Product or could adversely affect the Parties’ interests in the Product under this Agreement, Zogenix shall, in its sole judgementdiscretion, such action may be reasonably necessaryafter considering the advice and comments of Astellas, proper and justified. 7.2 If CEREBROTEC shall have supplied GENERAL with written evidence demonstrating to GENERAL'S reasonable satisfaction prima facie infringement of a claim of a PATENT RIGHT in the LICENSE FIELD by a third party, CEREBROTEC may by notice request GENERAL determine to take steps to protect the PATENT RIGHT. GENERAL shall notify CEREBROTEC within three appropriate legal action (3) months of the receipt of such notice whether GENERAL intends to prosecute the alleged infringement. If GENERAL notifies CEREBROTEC that it intends to so prosecutean “Enforcement Action”), GENERAL shall, within three (3) months of its notice to CEREBROTEC either (i) cause infringement to terminate or (ii) initiate legal proceedings against the infringerif any. In the event GENERAL notifies CEREBROTEC that GENERAL does not intend such an Enforcement Action is initiated, Zogenix shall use commercially reasonable efforts to prosecute said infringement CEREBROTEC maysuch matter. At Zogenix’s reasonable request, upon notice to GENERAL, initiate legal proceedings against the infringer at CEREBROTEC's expense and in GENERAL's name if so required by law. No settlement, consent judgment or other voluntary final disposition of the * Confidential treatment has been requested Astellas shall cooperate fully with Zogenix with respect to certain portions of this exhibit. Such portions are marked with a "[*]" in place of the redacted language. Omitted portions are filed separately with the Securities any such Enforcement Action, and Exchange Commission. suit which invalidates or restricts the claims of such PATENT RIGHTS and/or JOINT PATENT RIGHTS may be entered into without the consent of GENERAL, which consent Zogenix shall not be unreasonable withheld. CEREBROTEC shall indemnify GENERAL against any order reimburse Astellas for payment that may be made against GENERAL in such proceedings. 7.3 In the event one party shall initiate or carry on legal proceedings to enforce any PATENT RIGHT against any alleged infringer, the other party shall fully cooperate with and supply all assistance reasonably requested by the party initiating or carrying on such proceedings. The party which institutes any suit to protect or enforce a PATENT RIGHT shall have sole control of that suit and shall bear the its reasonable out-of-pocket expenses (excluding legal fees) incurred by said other party in providing such assistance and cooperation as is requested pursuant to this paragraphcooperation. The party initiating or carrying on such legal proceedings shall keep the other party informed Astellas may be represented by counsel of the progress of such proceedings and said other party shall be entitled to counsel in such proceedings but its own selection at its own expenseexpense in any such Enforcement Action, but Zogenix shall have the right to control the suit or proceeding. Any award paid by third parties as the result of such proceedings (whether by way of settlement or otherwise) shall first be applied to reimbursement of the unreimbursed legal fees and expenses incurred by either party and then the remainder shall be divided between the parties as follows: (a) (i) If the amount is based on lost profits, CEREBROTEC shall receive an amount equal to the damages the court determines CEREBROTEC has suffered recovery received as a result of the infringement less the amount of any royalties that would have been due GENERAL on Enforcement Action [***] and any amounts remaining thereafter allocable as compensation for lost sales of PRODUCT lost by CEREBROTEC as a result or profits of the infringement had CEREBROTEC made Product shall be shared between the Parties [***] to Astellas and [***] to Zogenix. (c) In the event of an Enforcement Action by Astellas with respect to any Astellas Trademark, at Astellas’s reasonable request, Zogenix shall cooperate fully with Astellas with respect to any such sales; andEnforcement Action, and Astellas shall reimburse Zogenix for its reasonable out-of-pocket expenses incurred in providing such cooperation.

Infringement. 7.1 GENERAL will protect Each Party shall promptly provide written notice to the other Party during the Agreement Term of any (i) known infringement or suspected infringement by a Third Party of any FMI Background Patent Rights, FMI Foreground Patent Rights, Roche Background Patent Rights, Roche Foreground Patent Rights or Joint Patent Rights, or (ii) known or suspected unauthorized use or misappropriation by a Third Party of any FMI Background Know-How, FMI Know-How, Roche Background Know-How, Roche Know-How or Joint Know-How, and shall provide the other Party with all evidence in its PATENT RIGHTS and JOINT PATENT RIGHTS from possession supporting such infringement and prosecute infringers whenor unauthorized use or misappropriation. Within […***…] after a Party provides or receives such written notice (“Decision Period”), the Party Handling enforcement of such Patent Right as set forth in this Section 2.7, in its sole judgementdiscretion, shall decide whether or not to initiate such suit or action may be reasonably necessaryin the Territory and shall notify the other Party in writing of its decision in writing (“Suit Notice”). For any FMI Background Patent Right or sole FMI Patent Right, proper and justified. 7.2 If CEREBROTEC FMI in its sole discretion shall decide whether or not to initiate such suit or action in the Territory. FMI shall have supplied GENERAL with written evidence demonstrating full discretion as to GENERAL'S reasonable satisfaction prima facie infringement of a claim of a PATENT RIGHT in the LICENSE FIELD by a third partyhow it wishes to handle such suit and may reach Settlement under any terms and conditions it desires and retain all damages, CEREBROTEC may by notice request GENERAL to take steps to protect the PATENT RIGHT. GENERAL shall notify CEREBROTEC within three (3) months of the receipt of such notice whether GENERAL intends to prosecute the alleged infringement. If GENERAL notifies CEREBROTEC that it intends to so prosecute, GENERAL shall, within three (3) months of its notice to CEREBROTEC either (i) cause infringement to terminate or (ii) initiate legal proceedings against the infringer. In the event GENERAL notifies CEREBROTEC that GENERAL does not intend to prosecute said infringement CEREBROTEC may, upon notice to GENERAL, initiate legal proceedings against the infringer at CEREBROTEC's expense and in GENERAL's name if so required by law. No settlement, consent judgment settlement fees or other voluntary final disposition of consideration received in connection therewith. Only if a Settlement could adversely affect Roche shall the * Confidential treatment has been requested with respect to certain portions of this exhibit. Such portions are marked with a "[*]" in place of the redacted language. Omitted portions are filed separately with the Securities and Exchange Commission. suit which invalidates or restricts the claims of such PATENT RIGHTS and/or JOINT PATENT RIGHTS may be entered into without the written consent of GENERALRoche be required, which consent shall not be unreasonable unreasonably withheld. CEREBROTEC The term “adversely affect” in the previous sentence shall indemnify GENERAL against include, among other things, […***…]. For any order sole Roche Background Patent Right or Roche Patent Right, Roche, in its sole discretion, shall decide whether or not to initiate such suit or action in the Territory. Roche shall have full discretion as to how it wishes to handle such suit and may reach Settlement under any terms and conditions it desires and retain all damages, settlement fees or other consideration received in connection therewith. Only if a Settlement could adversely affect FMI shall the written consent of FMI be required, which consent shall not be unreasonably withheld. If for payment that a Joint Patent Right, Roche decides to bring a suit or take action, once Roche provides Suit Notice, Roche may be made against GENERAL in immediately commence such proceedings. 7.3 suit or take such action. In the event one party that Roche (i) does not in writing advise FMI within the Decision Period that Roche will commence suit or take action, or (ii) fails to commence suit or take action within a reasonable time after providing Suit Notice, FMI shall initiate thereafter have the right to commence suit or carry on legal proceedings to enforce take action in the Territory and shall provide written notice Roche of any PATENT RIGHT against any alleged infringersuch suit commenced or action taken by FMI. Upon written request, the other party shall fully cooperate with and supply all assistance reasonably requested by the party initiating Party bringing suit or carrying on such proceedings. The party which institutes any suit to protect or enforce a PATENT RIGHT shall have sole control of that suit and shall bear the reasonable expenses taking action (excluding legal fees“Initiating Party”) incurred by said other party in providing such assistance and cooperation as is requested pursuant to this paragraph. The party initiating or carrying on such legal proceedings shall keep the other party Party informed of the progress status of any such proceedings suit or action and said shall provide the other party shall be entitled Party with copies, to counsel the extent the Initiating Party is lawfully permitted to do so, of all material documents or communications filed in such proceedings but at its own expensesuit or action. The Initiating Party shall have the sole and exclusive right to select counsel for any such suit or action. The Initiating Party shall, except as provided below, pay all expenses of the suit or action, including the Initiating Party’s attorneys’ fees and court costs. Any award paid by third parties damages, settlement fees or other consideration received as the a result of such proceedings (whether by way of settlement suit or otherwise) shall first be applied to reimbursement of the unreimbursed legal fees and expenses incurred by either party and then the remainder action shall be divided between the parties allocated as follows: (a) First, to reimburse the Initiating Party for its costs and, if any remains, to the other Party for any advisory counsel fees and costs; and (ib) Second, the balance, if any, shall be allocated […***…]. If the amount Initiating Party believes it is based on lost profitsreasonably necessary or desirable to obtain an effective remedy, CEREBROTEC shall receive an amount equal upon written request the other Party agrees to be joined as a party to the damages suit or action but shall be under no obligation to participate except to the court determines CEREBROTEC has suffered extent that such participation is required as a the result of its being a named party to the infringement less suit or action. At the amount Initiating Party’s written request, the other Party shall offer reasonable assistance to the Initiating Party in connection therewith at no charge to the Initiating Party except for reimbursement of reasonable out-of-pocket expenses incurred by the other Party in rendering such assistance. The other Party shall have the right to participate and be represented in any royalties that would have been due GENERAL on sales of PRODUCT lost such suit or action by CEREBROTEC as a result its own counsel at its own expense. The Initiating Party may settle, consent judgment or otherwise voluntarily dispose of the infringement had CEREBROTEC made suit or action (“Settlement”) without the written consent of the other Party but only if such sales; andSettlement can be achieved without adversely affecting the other Party (including any of its Patent Rights). If a Settlement could adversely affect the other Party, then the written consent of the other Party would be required, which consent shall not be unreasonably withheld.

Infringement. 7.1 GENERAL will protect its PATENT RIGHTS A. Licensee and JOINT PATENT RIGHTS from CMCC shall each inform the other promptly in writing of any alleged infringement and prosecute infringers when, in its sole judgement, such action may be reasonably necessary, proper and justified. 7.2 If CEREBROTEC shall have supplied GENERAL with written evidence demonstrating to GENERAL'S reasonable satisfaction prima facie infringement of a claim of a PATENT RIGHT in the LICENSE FIELD by a third partyparty of the Patent Rights in the Field of Use and of any available evidence thereof. B. During the term of this Agreement, CEREBROTEC CMCC shall have the right, but shall not be obligated, to prosecute at its own expense any infringement of the Patent Rights and, in furtherance of such right, Licensee hereby agrees that CMCC may include Licensee as a party plaintiff in any such suit, without expense to Licensee and shall keep Licensee informed as to the status of such suit. The total cost of any such infringement action commenced or defended solely by notice request GENERAL CMCC shall be borne by CMCC. CMCC shall keep any recovery or damages for past infringement derived therefrom except that CMCC shall pay Licensee the equivalent amount as if royalties were calculated on Net Sales by Licensee. CMCC shall indemnify Licensee against any order for costs that may be made against Licensee in such proceedings. C. If within six (6) months after having been notified of any alleged infringement, CMCC shall have been unsuccessful in persuading the alleged infringer to take steps to protect the PATENT RIGHT. GENERAL desist and shall not have brought and shall not be diligently prosecuting an infringement action, or if CMCC shall notify CEREBROTEC within three (3) months 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 receipt of such notice whether GENERAL intends to prosecute the alleged infringement. If GENERAL notifies CEREBROTEC that it intends to so prosecutePatent Rights, GENERAL shall, within three (3) months of its notice to CEREBROTEC either (i) cause infringement to terminate or (ii) initiate legal proceedings against the infringer. In the event GENERAL notifies CEREBROTEC that GENERAL does not intend to prosecute said infringement CEREBROTEC and Licensee may, upon notice for such purposes, use the name of CMCC as party plaintiff; provided, however, that such right to GENERAL, initiate legal proceedings against bring such an infringement action shall remain in effect only for so long as the infringer at CEREBROTEC's expense and in GENERAL's name if so required by lawlicense granted hereunder remains exclusive. No settlement, consent judgment or other voluntary final disposition of the * Confidential treatment has been requested with respect to certain portions of this exhibit. Such portions are marked with a "[*]" in place of the redacted language. Omitted portions are filed separately with the Securities and Exchange Commission. suit which invalidates or restricts the claims of such PATENT RIGHTS and/or JOINT PATENT RIGHTS may be entered into without the consent of GENERALCMCC, which consent shall not be unreasonable unreasonably withheld. CEREBROTEC Licensee shall indemnify GENERAL CMCC against any order for payment costs that may be made against GENERAL CMCC in such proceedings. 7.3 D. In the event one party Licensee shall initiate or carry on undertake the enforcement and/or defense of the Patent Rights by litigation, Licensee may withhold up to fifty percent (50%) of the payments otherwise thereafter due to CMCC under Article IV above and apply the same toward reimbursement of up to fifty percent (50%) of Licensee's expenses, including reasonable attorney's fees, in connection therewith. Any recovery of damages by Licensee for each such suit shall be applied first in satisfaction of any unreimbursed expenses and legal proceedings fees of Licensee relating to enforce any PATENT RIGHT against any alleged infringer, the other party shall fully cooperate with and supply all assistance reasonably requested by the party initiating or carrying on such proceedings. The party which institutes any suit to protect or enforce a PATENT RIGHT shall have sole control of that suit and shall bear the reasonable expenses (excluding legal fees) incurred by said other party in providing such assistance next toward reimbursement of CMCC for any payments under Article IV past due or withheld and cooperation as is requested applied pursuant to this paragraphArticle VII. The party initiating or carrying on such legal proceedings shall keep the other party informed of the progress of such proceedings and said other party shall be entitled to counsel in such proceedings but at its own expense. Any award paid by third parties as the result of such proceedings (whether by way of settlement or otherwise) shall first be applied to reimbursement of the unreimbursed legal fees and expenses incurred by either party and then the remainder shall be divided between the parties as follows: (a) (i) If the amount is based on lost profits, CEREBROTEC shall receive an amount equal to the damages the court determines CEREBROTEC has suffered as a result of the infringement less the amount of any royalties that would have been due GENERAL on sales of PRODUCT lost by CEREBROTEC as a result of the infringement had CEREBROTEC made such sales; andLicensee shall

Infringement. 7.1 GENERAL will protect its PATENT RIGHTS and JOINT PATENT RIGHTS from If at any time during the term of this Agreement either Licensee or Biocoat (a “party”) shall become aware of any third party infringement and prosecute infringers when, in its sole judgement, such action may be reasonably necessary, proper and justified. 7.2 If CEREBROTEC shall have supplied GENERAL with written evidence demonstrating to GENERAL'S reasonable satisfaction prima facie or threatened infringement of a claim of a PATENT RIGHT in the LICENSE FIELD Field of any Patent claim or claims embracing a Licensed Product sold by a third Licensee the following provisions shall apply: 9.1 The party having such knowledge shall forthwith give notice to the other party, CEREBROTEC may by notice request GENERAL to take steps to protect the PATENT RIGHT. GENERAL shall notify CEREBROTEC within three (3) months of the receipt of such notice whether GENERAL intends to prosecute the alleged infringement. If GENERAL notifies CEREBROTEC that it intends to so prosecute, GENERAL shall, within three (3) months of its notice to CEREBROTEC either (i) cause infringement to terminate or (ii) initiate legal proceedings against the infringer. In the event GENERAL notifies CEREBROTEC that GENERAL does not intend to prosecute said infringement CEREBROTEC may, upon notice to GENERAL, initiate legal proceedings against the infringer at CEREBROTEC's expense and in GENERAL's name if so required by law. No settlement, consent judgment or other voluntary final disposition of the * Confidential treatment has been requested with respect to certain portions of this exhibit. Such portions are marked with a "[*]" in place of the redacted language. Omitted portions are filed separately with the Securities and Exchange Commission. suit which invalidates or restricts the claims of such PATENT RIGHTS and/or JOINT PATENT RIGHTS may be entered into without the consent of GENERAL, which consent shall not be unreasonable withheld. CEREBROTEC shall indemnify GENERAL against any order for payment that may be made against GENERAL in such proceedings. 7.3 In the event one party shall initiate or carry on legal proceedings to enforce any PATENT RIGHT against any alleged infringer, the other party shall fully cooperate with and supply all assistance reasonably requested by the party initiating or carrying on such proceedings. The party which institutes any suit to protect or enforce a PATENT RIGHT shall have sole control of that suit and shall bear the reasonable expenses (excluding legal fees) incurred by said other party in providing such assistance and cooperation as there is requested pursuant to this paragraph. The party initiating or carrying on such legal proceedings shall keep the other party informed of the progress of such proceedings and said other party shall be entitled to counsel in such proceedings but at its own expense. Any award paid by third parties as the result of such proceedings (whether by way of settlement or otherwise) shall first be applied to reimbursement of the unreimbursed legal fees and expenses incurred by either party and then the remainder shall be divided disagreement between the parties as follows:to whether the act complained of is in fact an infringement of any Patent claim or claims, the parties shall refer such issue to a mutually acceptable independent patent counsel. The opinion of such counsel shall be final and binding on the parties and costs incurred in that regard shall be shared [*] percent ([*]%) by Licensee and [*] percent ([*]%) by Biocoat. 9.2 If within ninety (a90) days following receipt of notice from Licensee to Biocoat of any such infringement or ninety (i90) days after receipt of the opinion of independent patent CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY [*], HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 406 OF THE SECURITIES ACT OF 1933, AS AMENDED. counsel concluding existence of such infringement, Biocoat fails to halt such infringement or to initiate litigation to do so, Licensee shall have the right to initiate such litigation in its own name or in the name of Biocoat as it deems necessary or appropriate. Biocoat shall cooperate with Licensee as is reasonably necessary in any such litigation brought by Licensee in its own name or in Biocoat’s name. In addition, Biocoat shall have the right to determine what proportion, if any, of the expenses of such litigation it will bear by providing written notice thereof to Licensee within thirty (30) days of the date of receipt by Biocoat of notice that Licensee has initiated litigation. (It is understood by the parties that the proportion of expenses borne by Biocoat shall determine Biocoat’s share of monetary recovery as provided in Section 9.3 below.) 9.3 In the event any monetary recovery in connection with such litigation is obtained (regardless of whether Licensee or Biocoat brought such litigation), such monetary recovery shall be applied in the following priority: first, to the reimbursement of Biocoat and Licensee for their out-of-pocket expenses (including reasonable attorneys fees) in connection with such litigation; second, the balance to be shared by Biocoat and Licensee in proportion to the amounts spent by the parties in conducting the litigation as provided in Section 9.2 above. If the amount monetary recovery is based on lost profitsless than the out-of-pocket expenses of Biocoat and Licensee, CEREBROTEC reimbursement of these expenses shall receive an amount equal be in proportion to the damages amounts spent by the court determines CEREBROTEC has suffered parties in conducting the litigation as a result of the infringement less the amount of any royalties that would have been due GENERAL on sales of PRODUCT lost by CEREBROTEC as a result of the infringement had CEREBROTEC made such sales; andprovided herein.

Infringement. 7.1 GENERAL will protect its PATENT RIGHTS 10.01 Alba and JOINT PATENT RIGHTS from Company agree to notify each other promptly of each infringement and prosecute infringers when, or possible infringement of the Patent Rights of which either party becomes aware. 10.02 Company may (a) bring suit in its sole judgementown name, such action may be reasonably necessary, proper and justified. 7.2 If CEREBROTEC shall have supplied GENERAL with written evidence demonstrating to GENERAL'S reasonable satisfaction prima facie infringement of a claim of a PATENT RIGHT in the LICENSE FIELD by a third party, CEREBROTEC may by notice request GENERAL to take steps to protect the PATENT RIGHT. GENERAL shall notify CEREBROTEC within three (3) months of the receipt of such notice whether GENERAL intends to prosecute the alleged infringement. If GENERAL notifies CEREBROTEC that it intends to so prosecute, GENERAL shall, within three (3) months of its notice to CEREBROTEC either (i) cause infringement to terminate or (ii) initiate legal proceedings against the infringer. In the event GENERAL notifies CEREBROTEC that GENERAL does not intend to prosecute said infringement CEREBROTEC may, upon notice to GENERAL, initiate legal proceedings against the infringer at CEREBROTEC's expense and in GENERAL's name if so required by law. No settlement, consent judgment or other voluntary final disposition of the * Confidential treatment has been requested with respect to certain portions of this exhibit. Such portions are marked with a "[*]" in place of the redacted language. Omitted portions are filed separately with the Securities and Exchange Commission. suit which invalidates or restricts the claims of such PATENT RIGHTS and/or JOINT PATENT RIGHTS may be entered into without the consent of GENERAL, which consent shall not be unreasonable withheld. CEREBROTEC shall indemnify GENERAL against any order for payment that may be made against GENERAL in such proceedings. 7.3 In the event one party shall initiate or carry on legal proceedings to enforce any PATENT RIGHT against any alleged infringer, the other party shall fully cooperate with and supply all assistance reasonably requested by the party initiating or carrying on such proceedings. The party which institutes any suit to protect or enforce a PATENT RIGHT shall have sole control of that suit and shall bear the reasonable expenses (excluding legal fees) incurred by said other party in providing such assistance and cooperation as is requested pursuant to this paragraph. The party initiating or carrying on such legal proceedings shall keep the other party informed of the progress of such proceedings and said other party shall be entitled to counsel in such proceedings but at its own expense. Any award paid by third parties as , and on its own behalf for infringement of presumably valid claims in the result 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 proceedings infringement; and (whether by way of settlement c) settle any claim or otherwise) shall first be applied to reimbursement suit for infringement of the unreimbursed legal Patent Rights. Company may not compel Alba to initiate or join in any such suit for patent infringement. Company may request Alba to initiate or join in any such suit if necessary to avoid dismissal of the suit. If Alba is made a party to any such suit, Company will reimburse and indemnify Alba for any costs, expenses, or fees and expenses incurred by either party and then the remainder shall be divided between the parties as follows: (a) (i) If the amount is based on lost profits, CEREBROTEC shall receive an amount equal to the damages the court determines CEREBROTEC has suffered which Alba incurs as a result of its joinder. In all cases, Company agrees to keep Alba reasonably apprised of the infringement less the amount status and progress of any royalties litigation. 10.03 If an infringement 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 name, at its own expense, and on its own behalf for presumably valid claims in the Patent Rights; (b) in any such suit, ultimately enjoin infringement and collect for its use, damages, profits, and awards of whatever nature recoverable for such infringement; and (c) settle any claim or suit for damages or a declaratory judgment involving the Patent Rights, including the granting of further licenses on sublicenses, provided that would have been due GENERAL on sales Company does not admit Alba’s infringement or concede invalidation of PRODUCT lost by CEREBROTEC 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 infringement had CEREBROTEC made such sales; andstatus and progress of any 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. 7.1 GENERAL will protect its PATENT RIGHTS and JOINT PATENT RIGHTS from (a) Each party shall promptly report in writing to the other party during the term of this Agreement any known infringement and prosecute infringers when, in its sole judgement, such action may be reasonably necessary, proper and justified. 7.2 If CEREBROTEC shall have supplied GENERAL with written evidence demonstrating to GENERAL'S reasonable satisfaction prima facie or suspected infringement of a claim of a PATENT RIGHT in the LICENSE FIELD any Product, Cepheid Intellectual Property or Cepheid Products by a third partyparty of which it becomes aware, CEREBROTEC may by and shall provide the other party with all available evidence supporting said infringement or suspected infringement. (b) Except as provided in paragraph (d), the Corporation shall have the right to initiate an infringement or other appropriate suit against any third party who at any time has infringed, or is suspected of infringing, any Product, Cepheid Intellectual Property or Cepheid Products. The Corporation shall give Cepheid sufficient advance notice request GENERAL of its intent to take steps file said suit and the reasons therefor, and shall provide Cepheid with an opportunity to protect make suggestions and comments regarding such suit. The Corporation shall keep Cepheid properly informed, and shall from time to time consult with Cepheid, regarding the PATENT RIGHT. GENERAL status of any such suit. (c) The Corporation shall notify CEREBROTEC within three have the sole and exclusive right to select counsel for any suit referred to in paragraph (3b) months and shall pay all expenses of the receipt of such notice whether GENERAL intends to prosecute the alleged infringementsuit, including without limitation attorney's fees and court costs. If GENERAL notifies CEREBROTEC necessary, Cepheid shall join as a party to the suit but shall be under no obligation to participate except to the extent that it intends such participation is required as the result of being a named party to so prosecute, GENERAL shall, within three the suit. Cepheid shall offer reasonable assistance to the Corporation in connection therewith at no charge to the Corporation except for reimbursement of reasonable out-of-pocket expenses (3not including salaries of Cepheid personnel) months incurred in rendering such assistance. Cepheid shall have the right to participate and be represented in any such suit by its own counsel at its own expense. The Corporation shall not settle any such suit involving rights of its notice to CEREBROTEC either (i) cause infringement to terminate or (ii) initiate legal proceedings against IDI without obtaining the infringer. In the event GENERAL notifies CEREBROTEC that GENERAL does not intend to prosecute said infringement CEREBROTEC may, upon notice to GENERAL, initiate legal proceedings against the infringer at CEREBROTEC's expense and in GENERAL's name if so required by law. No settlement, consent judgment or other voluntary final disposition of the * Confidential treatment has been requested with respect to certain portions of this exhibit. Such portions are marked with a "[*]" in place of the redacted language. Omitted portions are filed separately with the Securities and Exchange Commission. suit which invalidates or restricts the claims of such PATENT RIGHTS and/or JOINT PATENT RIGHTS may be entered into without the prior written consent of GENERALCepheid, which consent shall not be unreasonable withheld. CEREBROTEC shall indemnify GENERAL against any order for payment that may be made against GENERAL in such proceedingsunreasonably. 7.3 (d) In the event one party that the Corporation elects not to initiate an infringement or other appropriate suit pursuant to paragraph (b), the Corporation shall promptly advise Cepheid of its intent not to initiate such suit, and Cepheid shall have the right, at the expense of Cepheid, of initiating an infringement or carry on legal proceedings to enforce any PATENT RIGHT other appropriate suit against any alleged infringerthird party who at any time has infringed, the other party shall fully cooperate with and supply all assistance reasonably requested by the party initiating or carrying on such proceedingsis suspected of infringing, any Product, Cepheid Intellectual Property or Cepheid Products. The party which institutes any suit to protect or enforce a PATENT RIGHT shall have sole control of that suit and shall bear the reasonable expenses (excluding legal fees) incurred by said other party in providing such assistance and cooperation as is requested In exercising its rights pursuant to this paragraph. The party initiating or carrying on such legal proceedings paragraph (d), Cepheid shall keep have the other party informed sole and exclusive right to select counsel and shall pay all expenses of the progress of such proceedings suit, including without limitation, attorney's fees and said other party court costs, and shall be entitled to receive and retain any damages, royalties, settlement fees or other consideration. If necessary, the Corporation shall join as a party to the suit but shall be under no obligation to participate except to the extent that such participation is required as a result of being a named party of the suit. At Cepheid's request, the Corporation shall offer reasonable assistance to Cepheid at no charge to Cepheid except for reimbursement of reasonable out-of-pocket expenses (not including salaries of the Corporation personnel) incurred in rendering such assistance. The Corporation shall have the right to participate and be represented in any such suit by its own counsel in such proceedings but at its own expense. Any award paid by third parties as the result of such proceedings (whether by way of settlement or otherwise) shall first be applied to reimbursement of the unreimbursed legal fees and expenses incurred by either party and then the remainder shall be divided between the parties as follows: (a) (i) If the amount is based on lost profits, CEREBROTEC shall receive an amount equal to the damages the court determines CEREBROTEC has suffered as a result of the infringement less the amount of any royalties that would have been due GENERAL on sales of PRODUCT lost by CEREBROTEC as a result of the infringement had CEREBROTEC made such sales; and.

Infringement. 7.1 GENERAL will protect its PATENT RIGHTS LICENSEE shall inform UFRFI promptly in writing of any alleged infringement of the Patent Rights by a third party and JOINT PATENT RIGHTS from infringement and prosecute infringers when, in its sole judgement, such action may be reasonably necessary, proper and justifiedof any available evidence thereof. 7.2 If CEREBROTEC During the term of this Agreement, UFRFI shall have supplied GENERAL with written evidence demonstrating the right, but shall not be obligated, to GENERAL'S reasonable satisfaction prima facie prosecute at its own expense any such infringements of Patent Rights. If UFRFI prosecutes any such infringement, LICENSEE agrees that UFRFI may include LICENSEE as a co-plaintiff in any such suit, without expense to LICENSEE. The total cost of any such infringement of a claim of a PATENT RIGHT in the LICENSE FIELD action commenced or defended solely by a third party, CEREBROTEC may UFRFI shall be borne by notice request GENERAL to take steps to protect the PATENT RIGHT. GENERAL UFRFI and UFRFI shall notify CEREBROTEC keep any recovery or damages for past infringement derived therefrom. 7.3 If within three (3) months after having been notified of any alleged infringement or such shorter time proscribed by law, UFRFI shall have been unsuccessful in persuading the alleged infringer to desist and shall not have brought and shall not be diligently prosecuting an infringement action, or if UFRFI shall notify LICENSEE at any time prior thereto of its intention not to bring suit against any alleged infringer, then, and in those events only, LICENSEE shall have the right, but shall not be obligated, to prosecute at its own expense any infringement of the receipt of such notice whether GENERAL intends to prosecute the alleged infringement. If GENERAL notifies CEREBROTEC that it intends to so prosecutePatent Rights, GENERAL shall, within three (3) months of its notice to CEREBROTEC either (i) cause infringement to terminate or (ii) initiate legal proceedings against the infringer. In the event GENERAL notifies CEREBROTEC that GENERAL does not intend to prosecute said infringement CEREBROTEC and LICENSEE may, upon notice for such purposes, use the name of UFRFI as party plaintiff; provided, however, that such right to GENERAL, initiate legal proceedings against bring an infringement action shall remain in effect only for so long as the infringer at CEREBROTEC's expense and in GENERAL's name if so required by lawlicense granted herein remains exclusive. No settlement, consent judgment or other voluntary final disposition of the * Confidential treatment has been requested with respect to certain portions of this exhibit. Such portions are marked with a "[*]" in place of the redacted language. Omitted portions are filed separately with the Securities and Exchange Commission. suit which invalidates or restricts the claims of such PATENT RIGHTS and/or JOINT PATENT RIGHTS may be entered into without the consent of GENERALUFRFI, which consent shall not unreasonably be unreasonable withheld. CEREBROTEC ; provided, however, that LICENSEE shall indemnify GENERAL UFRFI against any order for payment costs that may be made against GENERAL UFRFI in such proceedings, in accordance with this Paragraph. 7.3 7.4 In the event one that LICENSEE shall undertake the enforcement and/or defense of the Patent Rights by litigation, LICENSEE may withhold up to fifty percent (50%) of the royalties otherwise thereafter due UFRFI hereunder and apply the same toward reimbursement of its expenses, including reasonable attorneys' fees, in connection therewith. Said withholding of royalties shall begin no earlier than the date LICENSEE first receives a ▇▇▇▇ for professional services or expenses associated with the enforcement and/or defense of the Patent Rights. Any recovery of damages by LICENSEE for any such suit shall be applied first in satisfaction of any unreimbursed expenses and legal fees of LICENSEE relating to the suit, and next toward reimbursement of UFRFI for any royalties past due or withheld with interest and applied pursuant to this Article VII. 7.5 In the event that a declaratory judgment action alleging invalidity or noninfringement of any of the Patent Rights shall be brought against LICENSEE, UFRFI, at its option, shall have the right, within thirty (30) days after commencement of such action, to intervene and take over the sole defense of the action at its own expense. 7.6 In any infringement suit as either party shall initiate or carry on legal proceedings may institute to enforce any PATENT RIGHT against any alleged infringerthe Patent Rights pursuant to this Agreement, the other party shall fully cooperate with hereto shall, at the request and supply all assistance reasonably requested by expense of the party initiating or carrying on such proceedings. The party which institutes any suit to protect or enforce a PATENT RIGHT shall have sole control of that suit and shall bear the reasonable expenses (excluding legal fees) incurred by said other party suit, cooperate in providing such assistance and cooperation as is requested pursuant to this paragraph. The party initiating or carrying on such legal proceedings shall keep the other party informed of the progress of such proceedings and said other party shall be entitled to counsel in such proceedings but at its own expense. Any award paid by third parties as the result of such proceedings (whether by way of settlement or otherwise) shall first be applied to reimbursement of the unreimbursed legal fees and expenses incurred by either party and then the remainder shall be divided between the parties as follows: (a) (i) If the amount is based on lost profitsall respects and, CEREBROTEC shall receive an amount equal to the damages extent possible, have its employees testify when requested and make available relevant records, papers, information, samples, specimens, and the court determines CEREBROTEC has suffered as a result of the infringement less the amount of any royalties that would have been due GENERAL on sales of PRODUCT lost by CEREBROTEC as a result of the infringement had CEREBROTEC made such sales; andlike.

Infringement. 7.1 GENERAL will protect its PATENT RIGHTS A. Licensee and JOINT PATENT RIGHTS from CMCC shall each inform the other promptly in writing of any alleged infringement and prosecute infringers when, in its sole judgement, such action may be reasonably necessary, proper and justified. 7.2 If CEREBROTEC shall have supplied GENERAL with written evidence demonstrating to GENERAL'S reasonable satisfaction prima facie infringement of a claim of a PATENT RIGHT in the LICENSE FIELD by a third partyparty of the Patent Rights in the Field of Use within the scope of this Agreement and of any available evidence thereof. B. During the Term of this Agreement, CEREBROTEC CMCC shall have the right, but shall not be obligated, to prosecute at its own expense any infringement of any Patent Right and, in furtherance of such right, Licensee hereby agrees that CMCC may include Licensee as a party plaintiff in any such suit, without expense to Licensee. Prior to instituting any such suit, CMCC shall give reasonable prior written notice thereof to Licensee, and the parties shall discuss in good faith and use reasonable efforts to agree upon an appropriate litigation strategy. The total cost of any such infringement action commenced or defended solely by notice request GENERAL CMCC shall be borne by CMCC. Licensee shall have the right to take steps participate in any such action, at its own expense, with counsel of its own choosing. Any recovery of damages by CMCC for such suit shall be applied first in satisfaction of any fees and expenses of CMCC and Licensee hereunder and the balance remaining from any such recovery shall be *. No settlement, consent judgment or voluntary final disposition of the suit may be entered into without the prior written consent of Licensee, which consent shall not be unreasonably withheld or delayed. C. If within sixty (60) days after having discovered or been notified of any alleged infringement in sufficient detail to protect reasonably investigate and substantiate the PATENT RIGHT. GENERAL allegation, CMCC shall have been unsuccessful in persuading the alleged infringer to desist and shall not have brought and shall not be diligently prosecuting an infringement action, or if CMCC shall notify CEREBROTEC within three (3) months Licensee of its intention not to bring suit * Confidential Treatment Requested 28 against any alleged infringer, then, Licensee shall have the right, but shall not be obligated, to prosecute at its own expense any infringement of the receipt of Patent Rights, provided, however, that such notice whether GENERAL intends right to prosecute bring such an infringement action shall remain in effect only for so long as the alleged infringement. If GENERAL notifies CEREBROTEC that it intends to so prosecute, GENERAL shall, within three (3) months of its notice to CEREBROTEC either (i) cause infringement to terminate or (ii) initiate legal proceedings against the infringer. In the event GENERAL notifies CEREBROTEC that GENERAL does not intend to prosecute said infringement CEREBROTEC may, upon notice to GENERAL, initiate legal proceedings against the infringer at CEREBROTEC's expense and in GENERAL's name if so required by lawlicense granted hereunder remains exclusive. No settlement, consent judgment or other voluntary final disposition of the * Confidential treatment has been requested with respect to certain portions of this exhibit. Such portions are marked with a "[*]" in place of the redacted language. Omitted portions are filed separately with the Securities and Exchange Commission. suit which invalidates or restricts the claims of such PATENT RIGHTS and/or JOINT PATENT RIGHTS may be entered into without the prior written consent of GENERALCMCC, which consent shall not be unreasonable withheldunreasonably withheld or delayed. CEREBROTEC Licensee shall indemnify GENERAL CMCC against any order for payment costs that may be made against GENERAL CMCC in such proceedings. 7.3 D. In the event one party Licensee shall initiate undertake the enforcement and/or defense of the Patent Rights by litigation pursuant to Paragraph C of this Article VII, Licensee may withhold up to * of the payments otherwise thereafter due to CMCC under Article IV above and apply the same toward reimbursement of up to * of Licensee’s expenses, including reasonable attorney’s fees, in connection therewith. Any recovery of damages by Licensee for each such suit shall be applied first in satisfaction of any unreimbursed expenses and legal fees of CMCC and Licensee relating to such suit and next toward reimbursement of CMCC for any payments under Article IV past due or carry on legal proceedings withheld and applied pursuant to enforce this Article VII. The balance remaining from any PATENT RIGHT such recovery shall be divided equally between Licensee and CMCC. E. In the event that a declaratory judgment action alleging invalidity or noninfringement of any of the Patent Rights shall be brought against any alleged infringerLicensee or CMCC, the other party shall fully cooperate with and supply all assistance reasonably requested by the party initiating or carrying on such proceedings. The party which institutes any suit to protect or enforce a PATENT RIGHT at its option, shall have sole control the right, within thirty (30) days after commencement of that such action, to intervene and participate in the defense of the action at its own expense with counsel of its own choosing. F. In any infringement suit and shall bear which either party may institute to enforce the reasonable expenses (excluding legal fees) incurred by said other party in providing such assistance and cooperation as is requested Patent Rights pursuant to this paragraph. The party initiating or carrying on such legal proceedings shall keep Agreement, the other party informed hereto shall cooperate in all reasonable respects and, to the extent reasonably possible, have its employees testify when requested and make available relevant records, papers, information, samples, specimens, and the like. G. Licensee shall, during the period that the license to the Patent Rights is exclusive pursuant to this Agreement, have the sole right subject to the terms and conditions hereof to sublicense any alleged infringer for future use of the progress Patent Rights to the extent licensed by this Agreement. Any upfront fees paid to Licensee as part of such proceedings and said other party a sublicense shall be entitled to counsel shared between Licensee and CMCC as provided in such proceedings but at its own expenseParagraph G(a) of Article IV. Any award paid by third parties as the result of such proceedings (whether by way of settlement or otherwise) shall first be applied to reimbursement of the unreimbursed legal fees and expenses incurred by either party and then the remainder shall be divided between the parties as follows: (a) (i) If the amount is based on lost profits, CEREBROTEC shall receive an amount equal to the damages the court determines CEREBROTEC has suffered as a result of the infringement less the amount of any royalties that would have been due GENERAL on sales of PRODUCT lost by CEREBROTEC as a result of the infringement had CEREBROTEC made such sales; and* Confidential Treatment Requested 29

Infringement. 7.1 GENERAL will protect its PATENT RIGHTS 11.1 During the term of this Agreement, LICENSEE shall have the first option to police the Licensed Patents and JOINT PATENT RIGHTS from Products against infringement within the 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 prosecute infringers when, in declaratory judgment actions at its sole judgement, such action may be reasonably necessary, proper expense and justified. 7.2 If CEREBROTEC shall have supplied GENERAL with written evidence demonstrating to GENERAL'S reasonable satisfaction prima facie infringement of a claim of a PATENT RIGHT in the LICENSE FIELD by a third party, CEREBROTEC may by notice request GENERAL to take steps to protect the PATENT RIGHT. GENERAL shall notify CEREBROTEC within three (3) months of the receipt of such notice whether GENERAL intends to prosecute the alleged infringement. If GENERAL notifies CEREBROTEC that it intends to so prosecute, GENERAL shall, within three (3) months through counsel of its notice selection, except that any such settlement shall only be made with the advice and consent of MICHIGAN. MICHIGAN shall provide reasonable assistance to CEREBROTEC either (i) cause infringement LICENSEE with respect to terminate such actions, provided LICENSEE shall reimburse MICHIGAN for out-of-pocket expenses incurred in connection with any such assistance rendered at LICENSEE’ request or (ii) initiate legal proceedings against the infringerreasonably required by MICHIGAN. In the event GENERAL notifies CEREBROTEC LICENSEE elects to institute any such action or suit, MICHIGAN agrees to be named as a nominal party therein. MICHIGAN retains the right to participate, with counsel of its own choosing, in any action under this Paragraph 11.1. 11.2 In the event that GENERAL does not intend to prosecute said LICENSEE shall institute an action for infringement CEREBROTEC may, upon notice to GENERAL, initiate legal proceedings against the infringer at CEREBROTEC's expense and in GENERAL's name if so required by law. No settlement, consent of a Licensed Patent or defend a declaratory judgment or other voluntary final disposition of the * Confidential treatment has been requested action with respect to certain portions a Licensed Patent, any portion of this exhibitany resulting settlement payments or damages 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. Such portions are marked with If LICENSEE has paid or pays an annual fee to MICHIGAN under Paragraph 4.6 in the year in which a "[*]" in place payment or award as set out above is received, then that annual fee may be credited by LICENSEE against the share of the redacted languagepayment or award otherwise due to MICHIGAN, exactly as if that share represented additional royalties due from LICENSEE. 11.3 In the event that LICENSEE fails to take action to ▇▇▇▇▇ any alleged infringement of a Licensed Patent within sixty (60) days of a request by MICHIGAN to do so (or within such shorter period which might be required to preserve the legal rights of MICHIGAN under the laws of any relevant government or political subdivision thereof), then MICHIGAN shall have the right to take such action (including prosecution of a suit) at its expense and LICENSEE shall use reasonable efforts to cooperate in such action, at LICENSEE’ expense. Omitted portions are filed separately with In the Securities and Exchange Commissionevent MICHIGAN elects to institute any such action or suit, LICENSEE agrees to be named as a nominal party therein. suit which invalidates or restricts 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 claims Field of such PATENT RIGHTS and/or JOINT PATENT RIGHTS may be entered into Use without the consent of GENERALLICENSEE, 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 not be unreasonable withheld. CEREBROTEC shall indemnify GENERAL against any order for payment that may be made against GENERAL in such proceedingspaid 25% to LICENSEE and 75% to MICHIGAN. 7.3 In 11.4 LICENSEE shall promptly notify MICHIGAN in writing in detail of the event one discovery of any allegation by a third party shall initiate of infringement resulting from the practice of Licensed Patents, and of the initiation of any legal action by LICENSEE or carry on legal proceedings by any third party with regard to enforce any PATENT RIGHT against any alleged infringer, the other party infringement or noninfringement. LICENSEE shall fully cooperate with in a timely manner keep MICHIGAN informed and supply provide copies to MICHIGAN of all assistance reasonably requested by the party initiating or carrying on such proceedings. The party which institutes any suit to protect or enforce a PATENT RIGHT shall have sole control of that suit and shall bear the reasonable expenses (excluding legal fees) incurred by said other party in providing such assistance and cooperation as is requested pursuant to this paragraph. The party initiating or carrying on such legal proceedings shall keep the other party informed of the progress of documents regarding all such proceedings and said other party shall be entitled to counsel in such proceedings but at its own expense. Any award paid or actions instituted by third parties as the result of such proceedings (whether by way of settlement or otherwise) shall first be applied to reimbursement of the unreimbursed legal fees and expenses incurred by either party and then the remainder shall be divided between the parties as follows: (a) (i) If the amount is based on lost profits, CEREBROTEC shall receive an amount equal to the damages the court determines CEREBROTEC has suffered as a result of the infringement less the amount of any royalties that would have been due GENERAL on sales of PRODUCT lost by CEREBROTEC as a result of the infringement had CEREBROTEC made such sales; andLICENSEE.

Infringement. 7.1 GENERAL will protect its (a) Mayne Pharma shall have the first right to enforce any patent within PATENT RIGHTS against any infringement or alleged infringement thereof within LICENSED FIELD in the TERRITORY. Subject to Paragraph 4.5A, *** will pay all reasonable costs and JOINT PATENT RIGHTS from infringement expenses (including reasonable attorney fees for litigation and prosecute infringers when, opinion) incurred by *** in its sole judgement, connection with such enforcement (Enforcement Costs). Before Mayne Pharma commences an action may be reasonably necessary, proper and justified. 7.2 If CEREBROTEC shall have supplied GENERAL with written evidence demonstrating respect to GENERAL'S reasonable satisfaction prima facie any infringement of a claim such patents, HPPI acknowledges and agrees that Mayne Pharma shall give careful consideration to the views of a PATENT RIGHT JHU and to potential effects on the public interest in the LICENSE FIELD by a third party, CEREBROTEC may by notice request GENERAL making its decision whether or not to take steps to protect the PATENT RIGHT▇▇▇. GENERAL shall notify CEREBROTEC within three (3) months of the receipt of such notice whether GENERAL intends to prosecute the alleged infringement. If GENERAL notifies CEREBROTEC HPPI acknowledges and agrees that it intends to so prosecute, GENERAL shall, within three (3) months of its notice to CEREBROTEC either (i) cause infringement to terminate or (ii) initiate legal proceedings against the infringer. In the event GENERAL notifies CEREBROTEC that GENERAL does not intend to prosecute said infringement CEREBROTEC may, upon notice to GENERAL, initiate legal proceedings against the infringer at CEREBROTEC's expense and in GENERAL's name if so required by law. No no settlement, consent judgment or other voluntary final disposition of the * Confidential treatment has been requested with respect to certain portions of this exhibit. Such portions are marked with a "[*]" in place of the redacted language. Omitted portions are filed separately with the Securities and Exchange Commission. suit which invalidates or restricts the claims of such PATENT RIGHTS and/or JOINT PATENT RIGHTS may be entered into without the prior written consent of GENERALJHU, which consent shall not be unreasonable unreasonably withheld. CEREBROTEC This right to ▇▇▇ for infringement shall indemnify GENERAL against not be used in an arbitrary or capricious manner. HPPI shall reasonably cooperate in any order for payment that may be made against GENERAL such litigation at *** expense, including in such proceedings. 7.3 In accordance with Paragraph 4.6. Should HPPI seek the event one party shall initiate or carry on legal proceedings first right to enforce any patent within PATENT RIGHT RIGHTS against any infringement or alleged infringerinfringement thereof within LICENSED FIELD in the TERRITORY, then it shall notify Mayne Pharma who will seek the other party consent of JHU (which consent HPPI acknowledges may be withheld or granted subject to conditions by JHU acting in its discretion). (b) If HPPI elects not to pay Enforcement Costs in respect of a particular infringement in the TERRITORY, then it shall fully cooperate with so notify Mayne Pharma in writing within *** of receiving notice that an infringement exists, and supply all assistance reasonably requested by the party initiating or carrying on such proceedings. The party which institutes any suit to protect or enforce a PATENT RIGHT shall have Mayne Pharma may, in its sole control of that suit judgment and shall bear the reasonable expenses (excluding legal fees) incurred by said other party in providing such assistance and cooperation as is requested pursuant to this paragraph. The party initiating or carrying on such legal proceedings shall keep the other party informed of the progress of such proceedings and said other party shall be entitled to counsel in such proceedings but at its own expense. Any award paid by third parties as , take steps to enforce any patent and control, settle, and defend such suit in a manner consistent with the result of such proceedings (whether by way of settlement terms and provisions hereof, and recover, for its own account, any damages, awards or otherwise) shall first be applied settlements resulting therefrom, or may allow JHU to reimbursement of the unreimbursed legal fees and expenses incurred by either party and then the remainder shall be divided between the parties as follows: (a) (i) If the amount is based on lost profits, CEREBROTEC shall receive an amount equal to the damages the court determines CEREBROTEC has suffered as a result of the infringement less the amount of any royalties that would have been due GENERAL on sales of PRODUCT lost by CEREBROTEC as a result of the infringement had CEREBROTEC made such sales; anddo so.

Infringement. 7.1 GENERAL will protect its PATENT RIGHTS and JOINT PATENT RIGHTS from (a) In the case where either Party reasonably believes that an infringement and prosecute infringers whenby a Third Party of Camurus Product IP, Camurus Platform IP, Braeburn Product IP or any Joint IP by the development, manufacture or sale of any Product in its sole judgementthe Licensed Field (an “Infringing Activity”) may be occurring, such action may be reasonably necessary, proper and justifiedParty shall disclose full details of the potential infringement to the other Party. 7.2 If CEREBROTEC (b) Where an infringement of Camurus Product IP, Braeburn Product IP or any Joint IP by an Infringing Activity occurs in one or more countries of the Licensed Territory, Braeburn shall have supplied GENERAL the first right to, but shall not be obliged to, at its own cost and expense enforce the same in accordance with written evidence demonstrating to GENERAL'S reasonable satisfaction prima facie infringement of a claim of a PATENT RIGHT in the LICENSE FIELD by a third party, CEREBROTEC may by notice request GENERAL to take steps to protect the PATENT RIGHT. GENERAL shall notify CEREBROTEC within three (3) months of the receipt of such notice whether GENERAL intends to prosecute the alleged infringement. If GENERAL notifies CEREBROTEC that it intends to so prosecute, GENERAL shall, within three (3) months of its notice to CEREBROTEC either below subparagraphs (i) cause infringement through (iii). (i) Braeburn shall have the sole right to terminate conduct the claim and any proceedings, including any counterclaim for invalidity or unenforceability or any declaratory judgment action, and including the right to settle. If Braeburn decides to commence proceedings in relation to Camurus Product IP, Braeburn Product IP or any Joint IP, it shall be entitled to require Camurus to join Braeburn as co-plaintiff and Camurus shall have the right to join as co-plaintiff. Camurus shall, at Braeburn’s cost and expense, provide all necessary assistance to Braeburn in relation to any such proceeding. If Camurus elects to be separately represented (which shall be at Camurus’ discretion), then such separate representation shall be at Camurus’ cost and expense. Braeburn shall have the sole right to settle such proceedings (but excluding any counterclaim for invalidity or unenforceability, which shall require the written consent of Camurus not to be unreasonably withheld), provided that such settlement does not include a license under Camurus Product CP, Braeburn Product IP or Joint IP or causes Camurus to incur any losses, in which case Braeburn’s consent to the terms of such CERTAIN CONFIDENTIAL PORTIONS OF THIS EXHIBIT WERE OMITTED AND REPLACED WITH “[***]”. A COMPLETE VERSION OF THIS EXHIBIT HAS BEEN FILED SEPARATELY WITH THE SECRETARY OF THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO AN APPLICATION REQUESTING CONFIDENTIAL TREATMENT PURSUANT TO RULE 24B-2 PROMULGATED UNDER THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED. license shall be required, such consent not to be unreasonably withheld, conditioned or delayed. (ii) If Braeburn succeeds in any such infringement proceedings, whether at trial or by way of settlement, the proceeds of any award or damages or settlement in respect of such infringement proceedings shall first be applied (a) to reimburse Braeburn an amount equal to Braeburn’s costs of taking the proceedings, (b) to reimburse Camurus an amount equal to Camurus’ costs of assisting Braeburn with the proceedings, and (c) the remainder shall be retained by Braeburn less [***] thereof, which amount shall be paid to Camurus; (iii) If Braeburn declines to initiate legal any such proceedings against in respect of any Camurus Product IP, Braeburn Product IP or Joint IP in the infringerLicensed Territory within 60 days of the date when Braeburn first became aware of the infringement, Camurus shall be entitled to do so at its own cost and expense in which case it shall have sole conduct of any claim or proceedings including any counterclaim for invalidity or unenforceability or any declaratory judgment action and shall be entitled to require Braeburn to join Camurus as co-plaintiff and Braeburn shall have the right to join as co-plaintiff, Braeburn shall, at Camurus’ cost and expense, provide all necessary assistance to Camurus in relation to such proceedings. If Braeburn elects to be separately represented (which shall be at Braeburn’s discretion), then such separate representation shall be at Braeburn’s cost and expense. Camurus shall have the sole right to settle such proceedings (but excluding any counterclaim for invalidity or unenforceability, which shall require the written consent of Braeburn not to be unreasonably withheld), provided that such settlement does not include a license under the Camurus Product IP, Braeburn Product IP or Joint IP or causes Braeburn to incur any losses in which case Braeburn’s consent to the terms of such license shall be required, such consent not to be unreasonably withheld, conditioned or delayed. If Camurus succeeds in any such proceedings, whether at trial or by way of settlement, the proceeds of any award or damages or settlement in respect of such proceedings shall first be applied (a) to reimburse Camurus an amount equal to Camurus’ costs of taking the proceedings, (b) to reimburse Braeburn an amount equal Braeburn’s costs of assisting Camurus with the proceedings, and (c) the remainder being retained by Camurus, less [***] thereof, which amount shall be paid to Braeburn. (c) Where an infringement of Camurus Product IP, Braeburn Product IP or Joint IP by an Infringing Activity occurs in one or more countries in the Camurus Territory, then Camurus shall have the first right to, but shall not be obliged to, at its own cost and expense enforce the same in accordance with the above Sections 7.8(b)(i) through (iii). (d) Where an infringement of the Camurus Platform IP by an Infringing Activity is occurring in one or more countries of the Territory, Camurus shall have the right to, but shall not be obliged to, at its own cost and expense to enforce the same. Braeburn shall, at Camurus’ cost and expense, provide all necessary assistance to Camurus in relation to any such proceeding. Camurus shall have the sole right to settle such proceedings, provided that such settlement does not include a license under the Camurus Platform IP or causes Braeburn to incur any losses in which case Braeburn’s consent to the terms of such license shall be required, such consent not to be unreasonably withheld, conditioned or delayed. If Camurus CERTAIN CONFIDENTIAL PORTIONS OF THIS EXHIBIT WERE OMITTED AND REPLACED WITH “[***]”. A COMPLETE VERSION OF THIS EXHIBIT HAS BEEN FILED SEPARATELY WITH THE SECRETARY OF THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO AN APPLICATION REQUESTING CONFIDENTIAL TREATMENT PURSUANT TO RULE 24B-2 PROMULGATED UNDER THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED. succeeds in any such infringement proceedings whether at trial or by way of settlement and that relates to an Infringing Activity in the Licensed Territory, the proceeds of any award or damages or settlement in respect of such infringement proceedings shall first be applied (i) to reimburse Camurus an amount equal to Camurus’ costs of taking the proceedings, (ii) to reimburse Braeburn an amount equal to Braeburn’s costs of assisting Camurus with the proceedings, and (iii) the remainder shall be retained by Camurus less [***] thereof, which amount shall be paid to Braeburn. If Camurus elects not to enforce the Camurus Platform IP in the Licensed Territory, then Braeburn shall have the option to do so in accordance with the following, subject to the prior written consent of Camurus. If Camurus gives such consent, then the following procedures shall apply in these circumstances: (i) Where Braeburn has requested and been granted approval by Camurus to commence proceedings in relation to Camurus Platform IP in the Licensed Territory, it shall be entitled to require Camurus to join Braeburn as co-plaintiff. In such case, Camurus shall have the event GENERAL notifies CEREBROTEC that GENERAL does right to join as co-plaintiff. Camurus shall, at Braeburn’s cost and expense, provide all necessary assistance to Braeburn in relation to any such proceeding. If Camurus elects to be separately represented (which shall be at Camurus’ discretion), then such separate representation shall be at Camurus’ cost and expense. (ii) If Braeburn succeeds in any such infringement proceedings whether at trial or by way of settlement, the proceeds of any award or damages or settlement in respect of such infringement proceedings shall first be applied (a) to reimburse Braeburn an amount equal to Braeburn’s costs of taking the proceedings, (b) to reimburse Camurus an amount equal to Camurus’ costs of assisting Braeburn with the proceedings, and (c) the remainder shall be retained by Braeburn less [***] thereof, which amount shall be paid to Camurus; (iii) Braeburn shall not intend to prosecute said infringement CEREBROTEC may, upon notice to GENERAL, initiate legal proceedings against the infringer at CEREBROTEC's expense and in GENERAL's name if so required by law. No enter into a settlement, consent judgment or other voluntary final disposition of the * Confidential treatment has been requested with respect to certain portions of an action or claim or counterclaim under this exhibit. Such portions are marked with a "[*]" in place of the redacted language. Omitted portions are filed separately with the Securities and Exchange Commission. suit which invalidates or restricts the claims of such PATENT RIGHTS and/or JOINT PATENT RIGHTS may be entered into Section 7.8 without the consent prior written approval of GENERAL, which consent shall not be unreasonable withheld. CEREBROTEC shall indemnify GENERAL against any order for payment that may be made against GENERAL in such proceedingsCamurus. 7.3 In the event one party shall initiate or carry on legal proceedings to enforce any PATENT RIGHT against any alleged infringer, the other party shall fully cooperate with and supply all assistance reasonably requested by the party initiating or carrying on such proceedings. The party which institutes any suit to protect or enforce a PATENT RIGHT shall have sole control of that suit and shall bear the reasonable expenses (excluding legal fees) incurred by said other party in providing such assistance and cooperation as is requested pursuant to this paragraph. The party initiating or carrying on such legal proceedings shall keep the other party informed of the progress of such proceedings and said other party shall be entitled to counsel in such proceedings but at its own expense. Any award paid by third parties as the result of such proceedings (whether by way of settlement or otherwise) shall first be applied to reimbursement of the unreimbursed legal fees and expenses incurred by either party and then the remainder shall be divided between the parties as follows: (a) (i) If the amount is based on lost profits, CEREBROTEC shall receive an amount equal to the damages the court determines CEREBROTEC has suffered as a result of the infringement less the amount of any royalties that would have been due GENERAL on sales of PRODUCT lost by CEREBROTEC as a result of the infringement had CEREBROTEC made such sales; and

Infringement. 7.1 GENERAL will protect its PATENT RIGHTS A. Licensee and JOINT PATENT RIGHTS from CMCC shall each inform the other promptly in writing of any alleged infringement and prosecute infringers when, in its sole judgement, such action may be reasonably necessary, proper and justified. 7.2 If CEREBROTEC shall have supplied GENERAL with written evidence demonstrating to GENERAL'S reasonable satisfaction prima facie infringement of a claim of a PATENT RIGHT in the LICENSE FIELD by a third party, CEREBROTEC may by notice request GENERAL to take steps to protect the PATENT RIGHT. GENERAL shall notify CEREBROTEC within three (3) months party of the Patent Rights in the Field of Use and of any available evidence thereof. B. During the Term of this Agreement, CMCC shall have the first right, but shall not be obligated, to prosecute any infringement of the Patent Rights. In the event that CMCC desires to exercise its right to prosecute such infringement, it shall provide written notice thereof to Licensee, and Licensee shall have thirty (30) days from receipt of such notice whether GENERAL intends from CMCC to notify CMCC of its election to join in the action brought by CMCC. 1. If Licensee does not elect to join an action brought by CMCC pursuant to this Article VII, Section B within the 30-day period described above, and is not required to join such action, the total cost of any such infringement action commenced or defended solely by CMCC shall be borne by CMCC and CMCC shall be entitled to retain all recovery of damages from such action. CMCC shall control such action using counsel selected by CMCC. 2. If Licensee does not elect to join an action brought by CMCC pursuant to this Article VII, Section B within the 30-day period described above, but is required to join such action, then each Party shall bear its own costs and expenses of such action, and CMCC shall control such action subject to Licensee’s reasonable input using counsel selected by CMCC. Any recovery of damages by the Parties for such action shall be applied first in satisfaction of any expenses and legal fees of CMCC and Licensee relating to such suit. The balance remaining from any such recovery shall be split [***] percent ([***]%) to Licensee and [***] percent ([***]%) to CMCC. For clarity, no payments under Article IV shall be owed by Licensee with respect to any recovery of damages retained by Licensee pursuant to this Section. 3. If Licensee does elect to join an action brought by CMCC pursuant to this Article VIII, Section B within the 30-day period described above, then the total cost of any such action shall be borne by Licensee, Licensee shall control such action subject to CMCC’s reasonable input using counsel selected by Licensee and reasonably acceptable to CMCC. If, however, Licensee fails to diligently and vigorously pursue the prosecution of such action, then CMCC may notify Licensee in writing specifying in reasonable detail the nature of such failure, and if Licensee does not cure such failure within a timely period (not to exceed ninety (90) days), then CMCC may elect by written notice to control such action thereafter or until such time as Licensee is able to show, to CMCC’s reasonable discretion, that Licensee is then able to pursue such action diligently and vigorously. Any recovery of damages by the Parties for such suit or any settlement shall be applied first in satisfaction of any expenses and legal fees of CMCC and Licensee relating to such suit. The balance remaining from any such recovery shall be split [***] percent ([***]%) to Licensee and [***] percent ([***]%) to CMCC. For clarity, no payments under Article IV shall be owed by Licensee with respect to any recovery of damages retained by Licensee pursuant to this Section. 4. Notwithstanding the foregoing or the remainder of this Article VII, at any time either Party, due to potential conflicts of interest, may elect to join an action brought by the other under this Article VII, and to do so independently, at its own cost, with its own counsel, and which counsel shall be subject solely to its own control, provided that the Party in control of such action under this Article VII shall remain in control of such action and such other Party shall have the right to participate as provided in this paragraph. C. If within ninety (90) days after having been notified of any alleged infringement, CMCC shall have been unsuccessful in persuading the alleged infringer to desist and shall not * Confidential Information, indicated by [***], has been omitted from this filing and filed separately with the Securities and Exchange Commission have brought and shall not be diligently prosecuting an infringement action, or if CMCC shall notify Licensee of its intention not to bring suit against any alleged infringer then, Licensee shall have the right, but shall not be obligated, to prosecute at its own expense any infringement of the alleged Patent Rights, provided, however, that such right to bring such an infringement action shall remain in effect only for so long as the license granted hereunder remains exclusive with respect to such infringement. If GENERAL notifies CEREBROTEC that it intends Licensee shall control such action subject to so prosecute, GENERAL shall, within three (3) months of its notice to CEREBROTEC either (i) cause infringement to terminate or (ii) initiate legal proceedings against the infringer. In the event GENERAL notifies CEREBROTEC that GENERAL does not intend to prosecute said infringement CEREBROTEC may, upon notice to GENERAL, initiate legal proceedings against the infringer at CEREBROTEC's expense and in GENERAL's name if so required CMCC’s reasonable input using counsel selected by lawLicensee. No settlement, consent judgment or other voluntary final disposition of the * Confidential treatment has been requested with respect to certain portions of this exhibit. Such portions are marked with a "[*]" in place of the redacted language. Omitted portions are filed separately with the Securities and Exchange Commission. suit which invalidates or restricts the claims of such PATENT RIGHTS and/or JOINT PATENT RIGHTS may be entered into without the consent of GENERALCMCC, which consent shall not be unreasonable withheldunreasonably withheld or delayed. CEREBROTEC Licensee shall indemnify GENERAL CMCC against any order for payment costs that may be made against GENERAL CMCC in such proceedings. 7.3 D. In the event one party Licensee shall initiate undertake the enforcement and/or defense of the Patent Rights pursuant to Paragraph C above, any recovery of damages by Licensee for such suit or carry on by settlement shall be applied first in satisfaction of any unreimbursed expenses and legal proceedings fees of CMCC and Licensee relating to enforce any PATENT RIGHT against any alleged infringer, the other party shall fully cooperate with and supply all assistance reasonably requested by the party initiating or carrying on such proceedingssuit. The party which institutes balance remaining from any suit such recovery shall be split [***] percent ([***]%) to protect or enforce a PATENT RIGHT Licensee and [***] percent ([***]%) to CMCC. For clarity, no payments under Article IV shall have sole control be owed by Licensee with respect to any recovery of that suit and shall bear the reasonable expenses (excluding legal fees) incurred damages retained by said other party in providing such assistance and cooperation as is requested Licensee pursuant to this paragraph. The party initiating Section. E. In the event that a declaratory judgment action alleging invalidity or carrying on such legal proceedings shall keep the other party informed non-infringement of any of the progress Patent Rights shall be brought against Licensee, CMCC, at its option, shall have the right, within thirty (30) days after commencement of such proceedings action, to intervene and said other party shall be entitled to counsel participate in such proceedings but the defense of the action at its own expense. Any award paid by third parties as In the result event that a declaratory judgment action alleging invalidity or non-infringement of any of the Patent Rights shall be brought against CMCC, Licensee, at its option, shall have the right, within thirty (30) days after commencement of such proceedings (whether by way of settlement or otherwise) shall first be applied action, to reimbursement intervene and participate in the defense of the unreimbursed legal fees and expenses incurred by action at its own expense. F. In any infringement suit which either party may institute or join to enforce the Patent Rights pursuant to this Agreement, the other party hereto shall cooperate in all reasonable respects (including without limitation joining any such suit or any other action * Confidential Information, indicated by [***], has been omitted from this filing and then filed separately with the remainder Securities and Exchange Commission or proceeding described above at the reasonable request of the other party or if required by law to initiate or maintain same), and, to the extent reasonably possible, have its employees testify when requested and make available relevant records, papers, information, samples, specimens, and the like. G. Licensee shall have the sole right subject to the terms and conditions hereof to sublicense any alleged infringer for future use of the Patent Rights to the extent licensed by this Agreement. Any upfront fees paid to Licensee as part of such a sublicense shall be divided shared between the parties Licensee and CMCC as follows: (a) (i) If the amount is based on lost profits, CEREBROTEC shall receive an amount equal to the damages the court determines CEREBROTEC has suffered as a result of the infringement less the amount of any royalties that would have been due GENERAL on sales of PRODUCT lost by CEREBROTEC as a result of the infringement had CEREBROTEC made such sales; andNon-Royalty Sublicensing Income.

Infringement. 7.1 GENERAL will protect its PATENT RIGHTS and JOINT PATENT RIGHTS from infringement and prosecute infringers when, in its sole judgement, such action may be reasonably necessary, proper and justified. 7.2 If CEREBROTEC 8.1 Penwest shall have supplied GENERAL with written evidence demonstrating to GENERAL'S reasonable satisfaction prima facie promptly inform Mylan of any suspected infringement of a claim any of a PATENT RIGHT in the LICENSE FIELD Penwest Patents or the infringement or misappropriation of the TIMERx Production Technology by a third party, CEREBROTEC to the extent such infringement involves the manufacture, use or sale of the Designated Product in the Territory ("Covered Infringement"). Mylan shall promptly inform Penwest of any suspected infringement of any of the Penwest Patents or infringement or misappropriation of the TIMERx Production Technology, whether or not the same involves a Covered Infringement. 8.2 If the suspected infringement or misappropriation does not involve a Covered Infringement, Penwest may by take, or refrain from taking, any action it chooses, with or without notice request GENERAL to Mylan, and Mylan shall have no right to take steps any action with respect to protect such suspected infringement or misappropriation, nor to any recoveries with respect thereto. If the PATENT RIGHT. GENERAL shall notify CEREBROTEC suspected infringement or misappropriation involves a Covered Infringement, Penwest shall, within three (3) months 30 days of the first notice referred to in Section 8.1, inform Mylan whether or not Penwest intends to institute suit against such third party with respect to a Covered Infringement. Mylan will not take any steps toward instituting suit against any third party involving a Covered Infringement until Penwest has informed Mylan of its intention pursuant to the previous sentence. 8.3 If Penwest notifies Mylan that it intends to institute suit against a third party with respect to a Covered Infringement, and Mylan does not agree to join in such suit as provided in Section 8.4, Penwest may bring such suit on its own and shall in such event bear all costs of, and shall exercise all control over, such suit. Penwest may, at its expense, bring such action in the name of Mylan and/or cause Mylan to be joined in the suit as a plaintiff. Recoveries, if any, whether by judgment, award, decree or settlement, shall belong solely to Penwest. 8.4 If Penwest notifies Mylan that it desires to institute suit against such third party with respect to a Covered Infringement, and Mylan notifies Penwest within 30 days after receipt of such notice that Mylan desires to institute suit jointly, the suit shall be brought jointly in the names of both parties and all costs thereof shall be borne equally. Recoveries, if any, whether GENERAL intends to prosecute by judgment, award, decree or settlement, shall, after the alleged infringement. reimbursement of each of Penwest and Mylan for its share of the joint costs in such action, be shared between Penwest and Mylan equally; provided however that, any portion of such net recoveries which constitutes the equivalent of, or damages or payments in lieu of, a royalty measured by the defendant's Net Sales shall not be shared equally, but shall be shared between Penwest and Mylan in accordance with Section 4.3 as if they were Mylan's Net Sales. 8.5 If GENERAL Penwest notifies CEREBROTEC Mylan that it intends to so prosecute, GENERAL shall, within three (3) months of its notice to CEREBROTEC either (i) cause infringement to terminate or (ii) initiate legal proceedings against the infringer. In the event GENERAL notifies CEREBROTEC that GENERAL does not intend to prosecute said infringement CEREBROTEC may, upon notice to GENERAL, initiate legal proceedings institute suit against the infringer at CEREBROTEC's expense and in GENERAL's name if so required by law. No settlement, consent judgment or other voluntary final disposition of the * Confidential treatment has been requested such third party with respect to certain portions a Covered Infringement, Mylan may institute suit on its own. Mylan shall bear all costs of, and shall exercise all control over, such suit. Recoveries, if any, whether by judgment, award, decree or settlement, shall belong solely to Mylan; provided however that, after reimbursement of Mylan for its costs in such action, any portion of such net recoveries which constitutes the equivalent of, or damages or payments in lieu of, a royalty measured by the defendant's Net Sales shall be shared between Penwest and Mylan in accordance with Section 4.3 as if they were Mylan's Net Sales. 8.6 Should either Penwest or Mylan commence a suit under the provisions of this exhibit. Such portions are marked with Section 8 and thereafter elect to abandon the same, it shall give timely notice to the other party, who may, if it so desires, be joined as a "[*]" plaintiff in place of the redacted language. Omitted portions are filed separately with the Securities suit (or continue as such if it is already one) and Exchange Commission. suit which invalidates or restricts the claims continue prosecution of such PATENT RIGHTS and/or JOINT PATENT RIGHTS may be entered into without the consent of GENERAL, which consent shall not be unreasonable withheld. CEREBROTEC shall indemnify GENERAL against any order for payment that may be made against GENERAL in such proceedings. 7.3 In the event one party shall initiate or carry on legal proceedings to enforce any PATENT RIGHT against any alleged infringer, the other party shall fully cooperate with and supply all assistance reasonably requested by the party initiating or carrying on such proceedingssuit. The party which institutes sharing of expenses and any suit to protect or enforce a PATENT RIGHT shall have sole control of that suit and shall bear the reasonable expenses (excluding legal fees) incurred by said other party in providing such assistance and cooperation as is requested pursuant to this paragraph. The party initiating or carrying on such legal proceedings shall keep the other party informed of the progress recovery of such proceedings and said other party suit shall be entitled to counsel in such proceedings but at its own expense. Any award paid by third parties as the result of such proceedings (whether by way of settlement or otherwise) shall first be applied to reimbursement of the unreimbursed legal fees reasonably agreed between Penwest and expenses incurred by either party and then the remainder shall be divided between the parties as follows: (a) (i) If the amount is based on lost profits, CEREBROTEC shall receive an amount equal to the damages the court determines CEREBROTEC has suffered as a result of the infringement less the amount of any royalties that would have been due GENERAL on sales of PRODUCT lost by CEREBROTEC as a result of the infringement had CEREBROTEC made such sales; andMylan.

Infringement. 7.1 GENERAL will protect its PATENT RIGHTS and JOINT PATENT RIGHTS from (a) Each Party shall promptly notify in writing the other Party during the term of this Agreement of any: (1) known infringement and prosecute infringers when, in its sole judgement, such action may be reasonably necessary, proper and justified. 7.2 If CEREBROTEC shall have supplied GENERAL with written evidence demonstrating to GENERAL'S reasonable satisfaction prima facie or suspected infringement of any of the Patent Rights; or (2) unauthorized use or misappropriation of the Licensed Technology by a third party of which it becomes aware, and shall provide the other Party with all available evidence supporting said infringement, suspected infringement or unauthorized use or misappropriation. Within ninety (90) days after InnoZen becomes, or is made aware of any of the foregoing, InnoZen shall decide whether or not to initiate an infringement or other appropriate action and shall notify SMI of its decision in writing. The failure of InnoZen to inform SMI of InnoZen’s decision within such ninety (90) day period shall be deemed a decision not to initiate an infringement or other appropriate action. Notwithstanding anything else herein to the contrary, InnoZen agrees to and does hereby commit to defend, indemnify and hold SMI harmless against and from any third party actions claiming or challenging SMI’s right to Manufacture Products for the Field to the extent that such claim of a PATENT RIGHT in alleges that the LICENSE FIELD Licensed Technology infringes intellectual property rights owned by a third party, CEREBROTEC may by notice request GENERAL to take steps to protect the PATENT RIGHT. GENERAL shall notify CEREBROTEC within three . (3b) months of the receipt of such notice whether GENERAL intends to prosecute the alleged infringement. If GENERAL notifies CEREBROTEC that it intends to so prosecute, GENERAL shall, within three (3) months of its notice to CEREBROTEC either (i) cause infringement to terminate or (ii) initiate legal proceedings against the infringer. In the event GENERAL that InnoZen notifies CEREBROTEC that GENERAL does not intend SMI of its intent to prosecute said initiate an infringement CEREBROTEC may, upon notice to GENERAL, initiate legal proceedings against the infringer at CEREBROTEC's expense and in GENERAL's name if so required by law. No settlement, consent judgment or other voluntary final disposition appropriate action within the ninety (90) day period provided in Section 6.2(a), provided such infringement is continuing, InnoZen shall initiate such an infringement or other appropriate action within thirty (30) days of the * Confidential treatment has been requested with respect to certain portions of this exhibit. Such portions are marked with a "[*]" in place of the redacted language. Omitted portions are filed separately with the Securities and Exchange Commission. suit which invalidates or restricts the claims end of such PATENT RIGHTS 90-day period. InnoZen shall be entitled to join SMI as a party to such suit, but SMI shall be under no obligation to participate except to the extent that such participation is required as the result of being a named party to the suit or being involved in the commercialization of any Patent Rights and/or JOINT PATENT RIGHTS may Licensed Technology at issue. If SMI chooses to participate, SMI shall have the right to be entered into represented by its own counsel at its own expense. InnoZen shall not settle any such suit involving rights of SMI nor make an admission of liability on behalf of SMI without obtaining the prior written consent of GENERALSMI, which consent shall not be unreasonable unreasonably withheld. CEREBROTEC shall indemnify GENERAL against any order for payment that may be made against GENERAL in such proceedings. 7.3 In the event one party shall initiate or carry on legal InnoZen initiates proceedings to enforce any PATENT RIGHT against any alleged infringer, the other party shall fully cooperate with and supply all assistance reasonably requested by the party initiating or carrying on such proceedings. The party which institutes any suit to protect or enforce a PATENT RIGHT shall have sole control of that suit and shall bear the reasonable expenses (excluding legal fees) incurred by said other party in providing such assistance and cooperation as is requested pursuant to this paragraph. 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 Section 6.2(b), InnoZen shall be entitled to counsel 100% of any and all amounts recovered in such proceedings suit, whether through judgment, settlement or otherwise, including without limitation, any punitive damages that may be awarded, up to the amount of InnoZen’s costs of suit, and InnoZen and SMI shall each be entitled to 50% of all amounts recovered in such suit, whether through judgment, settlement or otherwise, including without limitation, any punitive damages that may be awarded, in excess of InnoZen’s costs of suit. (c) In the event that InnoZen decides not to initiate, or is deemed to have not decided to initiate an infringement or other appropriate action within the 90-day period provided in Section 6.2(a), or does not initiate such an infringement or other appropriate action within 30 days of such 90-day period as provided in Section 6.2(b), SMI shall have the right, at its expense, to initiate an infringement or other appropriate action, and shall be entitled to join InnoZen as a party to such suit, but InnoZen shall be under no obligation to participate except to the extent that such participation is required as a result of its being a named party to the suit or being the owner of any Patent Rights and/or Licensed Technology at issue. Notwithstanding the foregoing, in the event that InnoZen is engaged at the end of said 90-day period in negotiations for the settlement of the said patent infringement which has been the subject of notice from SMI to InnoZen and has advised SMI in writing of such negotiations, then the above mentioned right and option of SMI to bring suit shall be exercised only with the written consent of InnoZen which will not be unreasonably withheld. If InnoZen chooses to participate in any suit initiated by SMI, InnoZen shall have the right to be represented in any such suit by its own counsel at its own expense. Any award paid by third parties as SMI shall not settle any such suit involving rights of InnoZen nor make an admission of liability on behalf of InnoZen without obtaining the result prior written consent of InnoZen, which consent shall not be unreasonably withheld. In the event SMI initiates proceedings pursuant to this Section 6.2(c), SMI shall be entitled to 100% of any and all amounts recovered in such proceedings (suit, whether by way of through judgment, settlement or otherwise) shall first , including without limitation, any punitive damages that may be applied awarded, up to reimbursement of the unreimbursed legal fees and expenses incurred by either party and then the remainder shall be divided between the parties as follows: (a) (i) If the amount is based on lost profits, CEREBROTEC shall receive an amount equal to the damages the court determines CEREBROTEC has suffered as a result of the infringement less the amount of SMI’s costs of suit, and InnoZen and SMI shall each be entitled to 50% of all amounts recovered in such suit, whether through judgment, settlement or otherwise, including without limitation, any royalties punitive damages that would have been due GENERAL on sales may be awarded, in excess of PRODUCT lost by CEREBROTEC as SMI’s costs of suit. (d) Nothing herein contained shall be construed to require either party to expend money in litigation or in the enforcing of Patent Rights and/or Licensed Technology rights unless it so elects and in the event a result party proceeds with litigation in the name of the infringement had CEREBROTEC made other party in any cause in which such sales; andother party is not voluntarily a party, as evidenced by written notice, such party shall and agrees to hold the other party harmless from any all liabilities arising thereunder, including, but not limited to, attorney’s fees, court costs, and damages arising out of counterclaims, cross-claims and the like.

Infringement. 7.1 GENERAL will protect its PATENT RIGHTS and JOINT PATENT RIGHTS from 9.1 Each party shall promptly report in writing to the other party during the Term any infringement and prosecute infringers when, in its sole judgement, such action may be reasonably necessary, proper and justified. 7.2 If CEREBROTEC shall have supplied GENERAL with written evidence demonstrating to GENERAL'S reasonable satisfaction prima facie or suspected infringement of a claim any Patent, or unauthorized use or misappropriation of a PATENT RIGHT in the LICENSE FIELD Technology or Know-how by a third partyparty of which it becomes aware, CEREBROTEC may by notice request GENERAL to take steps to protect the PATENT RIGHT. GENERAL and shall notify CEREBROTEC within three (3) months of the receipt of such notice whether GENERAL intends to prosecute the alleged infringement. If GENERAL notifies CEREBROTEC that it intends to so prosecute, GENERAL shall, within three (3) months of its notice to CEREBROTEC either (i) cause infringement to terminate or (ii) initiate legal proceedings against the infringer. In the event GENERAL notifies CEREBROTEC that GENERAL does not intend to prosecute said infringement CEREBROTEC may, upon notice to GENERAL, initiate legal proceedings against the infringer at CEREBROTEC's expense and in GENERAL's name if so required by law. No settlement, consent judgment or other voluntary final disposition of the * Confidential treatment has been requested with respect to certain portions of this exhibit. Such portions are marked with a "[*]" in place of the redacted language. Omitted portions are filed separately with the Securities and Exchange Commission. suit which invalidates or restricts the claims of such PATENT RIGHTS and/or JOINT PATENT RIGHTS may be entered into without the consent of GENERAL, which consent shall not be unreasonable withheld. CEREBROTEC shall indemnify GENERAL against any order for payment that may be made against GENERAL in such proceedings. 7.3 In the event one party shall initiate or carry on legal proceedings to enforce any PATENT RIGHT against any alleged infringer, provide the other party shall fully cooperate with and supply all assistance reasonably requested by the party initiating available evidence supporting said infringement, suspected infringement or carrying on such proceedings. The party which institutes any suit to protect unauthorized use or enforce a PATENT RIGHT misappropriation. 9.2 Company shall have sole control the right to initiate an infringement suit or other appropriate action against any third party who at any time has infringed or is suspected of that suit infringing any of the Patents or of using without proper authorization all or any portion of the Technology or Know-how. Company shall give MSU sufficient advance written notice of its intent to initiate such action and the reasons therefor, and shall bear the reasonable expenses (excluding legal fees) incurred by said other party in providing provide MSU with an opportunity to make suggestions and comments regarding such assistance and cooperation as is requested pursuant to this paragraphaction. The party initiating or carrying on such legal proceedings Company shall keep the other party MSU promptly informed of the progress status of any such action. Company shall pay all expenses of such proceedings and said other party action. MSU shall be entitled offer reasonable assistance to counsel Company in connection therewith at no charge to Company except for reimbursement of reasonable out-of-pocket expenses. Recoveries, reimbursements, damages, profits or awards from such proceedings but at its own expense. Any award paid by third parties as the result of such proceedings (whether by way of settlement or otherwise) action shall first be applied to reimbursement reimburse Company and MSU for litigation costs. Any remaining recoveries, reimbursements, damages, profits or awards of the unreimbursed legal fees and expenses incurred by either party and then the remainder whatever nature shall be divided between treated as Adjusted Gross Sales under this Agreement. 9.3 In the parties event that MSU is a legally indispensable party to an infringement suit or other action as follows:described in Paragraph 9.2, MSU may join the action as a co-plaintiff. Company shall reimburse MSU for any costs it incurs as a party to any action brought by Company or its sublicensee, irrespective of whether MSU shall become a co-plaintiff. 9.4 In the event that Company does not within six (6) months (a) (i) If the amount is based on lost profits, CEREBROTEC shall receive an amount equal to the damages the court determines CEREBROTEC has suffered as a result secure cessation of the infringement less infringement, or (b) initiate suit against the amount infringer, MSU shall thereafter have the right but not the obligation to convert Company's exclusive license hereunder to a non-exclusive license and/or to take action against the infringer at MSU's own expense. Company shall offer reasonable assistance to MSU in connection with such action at no charge to MSU except for the reimbursement of any royalties that would have been due GENERAL on sales reasonable out-of-pocket expenses. Any damages, profits or awards of PRODUCT lost by CEREBROTEC as a result of the infringement had CEREBROTEC made whatever nature recovered from such sales; andaction shall belong solely to MSU.

Infringement. 7.1 GENERAL will protect its PATENT RIGHTS and JOINT PATENT RIGHTS from infringement and prosecute infringers when, in its sole judgement, such action may be reasonably necessary, proper and justified. 7.2 If CEREBROTEC shall have supplied GENERAL with written evidence demonstrating to GENERAL'S reasonable satisfaction prima facie infringement of a claim of a PATENT RIGHT in the LICENSE FIELD by a third party, CEREBROTEC may by notice request GENERAL to take steps to protect the PATENT RIGHT. GENERAL shall notify CEREBROTEC within three (3) months of the receipt of such notice whether GENERAL intends to prosecute the alleged infringement. If GENERAL notifies CEREBROTEC that it intends to so prosecute, GENERAL shall, within three (3) months of its notice to CEREBROTEC either (i) cause infringement to terminate or (ii) initiate legal proceedings against the infringer. A. In the event GENERAL notifies CEREBROTEC that GENERAL does not intend to prosecute said infringement CEREBROTEC may, upon notice to GENERAL, initiate legal proceedings against the infringer at CEREBROTEC's expense and in GENERAL's name if so required by law. No settlement, consent judgment or other voluntary final disposition Licensee shall learn of the * Confidential treatment infringement of any patent or right licensed under this Agreement, Licensee shall call CMCC's attention thereto in writing. Both parties to this Agreement agree to consult the other prior to notifying an infringing party, in a jurisdiction where Licensee then has been requested with respect to certain portions of exclusive rights under this exhibit. Such portions are marked with a "[*]" in place Agreement, of the redacted language. Omitted portions are filed separately with the Securities infringement of any of CMCC Patent Rights or such other intellectual property rights and Exchange Commission. suit which invalidates or restricts the claims of shall not notify such PATENT RIGHTS and/or JOINT PATENT RIGHTS may be entered into infringing party without the first obtaining consent of GENERALthe other party, which consent shall not be unreasonable reasonably withheld. CEREBROTEC Both parties shall indemnify GENERAL use their best efforts in cooperation with each other to terminate such infringement without litigation. CMCC shall have the first option to undertake the enforcement of the CMCC Patent Rights, provided, however, that Licensee may join with CMCC and its counsel in prosecuting such legal action, provided, however, that if the use of counsel chosen by CMCC would present such counsel with a conflict of interest that would disqualify such counsel from joint representation, then Licensee may obtain counsel of its choice at its sole expense. B. Licensee may request that CMCC take legal action against any order for payment that may the infringement of the Patent Rights licensed under this Agreement. Such a request shall be made against GENERAL in writing and shall include reasonable evidence of such infringement and damages to Licensee. If CMCC does not commence a diligent legal challenge within sixty (60) business days after such request (or immediately in the event Licensee requests that CMCC seek provisional relief and reasonably demonstrates that such relief is required), and the infringing activity has not been abated within such time, or if at any time thereafter CMCC does not persist in such proceedingsdiligent legal challenge until the infringement has been abated, Licensee may, if the infringement occurred in a jurisdiction where Licensee had exclusive rights under this Agreement, may commence or assume control, as the case may be, over the prosecution of legal actions relating thereto. However, in the event Licensee elects to bring suit in accordance with this paragraph B, CMCC may thereafter join with Licensee and its counsel in prosecuting such legal action, provided, however that if the use of counsel chosen by CMCC would present such counsel with a conflict of interest that would disqualify such counsel from joint representation, then CMCC may obtain counsel of its choice at its sole expense. 7.3 In C. Recoveries or reimbursements from any such litigation or settlement within the event one party scope of paragraph B in a jurisdiction in which Licensee had exclusive rights under this Agreement at the time of the infringement shall initiate be first applied to reimburse Licensee and/ or carry on legal proceedings CMCC for out-of-pocket litigation costs (with respect to enforce Licensee, to the extent not theretofore credited against royalties in accordance with paragraph E) and then to CMCC for any PATENT RIGHT against any alleged infringer, the other party shall fully cooperate with and supply all assistance reasonably requested by the party initiating royalties past due or carrying on such proceedings. The party which institutes any suit to protect or enforce a PATENT RIGHT shall have sole control of that suit and shall bear the reasonable expenses (excluding legal fees) incurred by said other party in providing such assistance and cooperation as is requested withheld pursuant to this paragraph. The party initiating paragraph E. Any remaining recoveries or carrying on such legal proceedings shall keep the other party informed of the progress of such proceedings and said other party shall be entitled to counsel in such proceedings but at its own expense. Any award paid by third parties as the result of such proceedings (whether by way of settlement or otherwise) shall first be applied to reimbursement of the unreimbursed legal fees and expenses incurred by either party and then the remainder reimbursements shall be divided between Licensee and CMCC at a rate of 20% to CMCC and 80% to Licensee. D. In the parties as follows: (a) (i) If event that a claim or suit is asserted or brought against Licensee alleging that the amount is based on lost profitsmanufacture or sale of any Licensed Product by Licensee or its sublicensees, CEREBROTEC shall receive an amount equal to or the damages the court determines CEREBROTEC has suffered as a result use of such Licensed Product by any customer of any of the foregoing, infringes proprietary rights of a third party, Licensee shall give written notice thereof to CMCC. Licensee may, in its sole discretion, modify such Licensed Product to avoid such infringement less and/or may settle on terms that it deems advisable in its sole discretion, subject to paragraph F. Otherwise, Licensee shall have the right, but not the obligation, to defend any such claim or suit. In the event Licensee elects not to defend such suit, CMCC shall have the right, but not the obligation to do so at its own sole expense. E. Licensee may credit up to fifty (50) percent of any litigation costs incurred by Licensee in any country pursuant to paragraph C or D and up to 50% of all amounts paid in judgment or settlement of litigation within the scope of paragraph D against royalties thereafter payable to CMCC hereunder for such country and apply the same toward one-half of its actual, reasonable out-of- pocket litigation costs. If one-half of such litigation costs in such country exceed 50 % of royalties payable to CMCC in any year in which such costs are incurred than the amount of any royalties that would have been due GENERAL on sales such costs, expenses and amounts paid in judgment or settlement, in excess of PRODUCT lost by CEREBROTEC as a result such 50% of the infringement had CEREBROTEC royalties payable shall be carried over and credited against royalty payments in future years for such country (subject to the same annual limits). The credit relating to paragraph D shall apply only to the extent that litigation costs are incurred in defense or settlement of a claim that the practice of the Patent Rights involved in the manufacture, use or sale of Licensed Products infringes the patent rights of a third party. F. Licensee shall not settle or compromise any suit in a manner that imposes any obligations or restrictions on CMCC or grants any rights to the CMCC Patent Rights without CMCC's written permission, which permission shall not be unreasonably withheld. CMCC shall not settle or compromise any such suit in a manner that imposes any obligations or restrictions on Licensee without Licensee's written permission, which permission shall not be reasonably withheld. G. In any action to enforce any of the CMCC Patent Rights, either party, at the request and expense of the other party, shall cooperate to the fullest extent reasonably possible. This provision shall not be construed to require either party to undertake any activities, including legal discovery, at the request of any third party except as may be required by lawful process of a court of competent jurisdiction. H. Notwithstanding the foregoing, if a third party commences a legal action in any country in which Licensee has exclusive rights under this Agreement alleging that the practice of the Patent Rights infringes a third- party's patent rights, Licensee may withhold, pending final resolution of the litigation, 50% of the royalties thereafter payable to CMCC from sales made in that country. In the event that Licensee recovers damages from any such sales; andlitigation, it shall pay to CMCC the 50% previously withheld together with interest at an annual rate of 10%.

Infringement. 7.1 GENERAL will protect its Each PARTY shall inform the other PARTY promptly in writing of any alleged infringement of PATENT RIGHTS by a third party and JOINT PATENT RIGHTS from infringement and prosecute infringers when, in its sole judgement, such action may be reasonably necessary, proper and justifiedany available evidence thereof. 7.2 If CEREBROTEC During the term of this Agreement, LICENSEE shall have supplied GENERAL with written evidence demonstrating to GENERAL'S reasonable satisfaction prima facie infringement of a claim of a PATENT RIGHT in the LICENSE FIELD by a third partyfirst right, CEREBROTEC may by notice request GENERAL to take steps to protect the PATENT RIGHT. GENERAL but shall notify CEREBROTEC within three (3) months of the receipt of such notice whether GENERAL intends not be obligated to prosecute the alleged infringementat its own expense, all infringements or misappropriations of TECHNOLOGY. If GENERAL notifies CEREBROTEC that it intends to so prosecute, GENERAL shall, within three (3) months of its notice to CEREBROTEC either (i) cause infringement to terminate or (ii) initiate legal proceedings against the infringer. In the event GENERAL notifies CEREBROTEC that GENERAL does not intend to prosecute said infringement CEREBROTEC LICENSEE may, upon notice for such purposes, include CURF as party plaintiff, if necessary, without expense to GENERAL, initiate legal proceedings against the infringer at CEREBROTEC's expense and in GENERAL's name if so required by lawCURF. No settlement, consent judgment or other voluntary final disposition of the * Confidential treatment has been requested with respect to certain portions of this exhibit. Such portions are marked with a "[*]" in place of the redacted language. Omitted portions are filed separately with the Securities and Exchange Commission. suit which invalidates or restricts the claims of such PATENT RIGHTS and/or JOINT PATENT RIGHTS may be entered into without the consent of GENERALCURF, which consent shall not unreasonably be unreasonable withheld. CEREBROTEC The total cost of any such infringement or misappropriation action commenced or defended solely by LICENSEE shall be borne by LICENSEE, and LICENSEE shall keep any recovery or damages for past infringement or misappropriation derived therefrom subject to the payment of a percentage on any recoveries net of costs and expenses as an “other payment” in accordance with Section 4.1(e). LICENSEE shall indemnify GENERAL CURF against any order for payment costs that may be made against GENERAL CURF in such proceedings. 7.3 In If within three (3) months after having been notified of any alleged infringement, LICENSEE is unsuccessful in persuading the event one party shall initiate alleged infringer to desist and has not brought or carry on legal proceedings is not diligently pursuing an infringement action or if LICENSEE notifies CURF at any time prior thereto of its intention not to enforce any PATENT RIGHT bring suit against any alleged infringer, then, and in those events only, CURF shall have the other right, but shall not be obligated, to prosecute at its own expense all infringements or misappropriations of TECHNOLOGY and CURF may, for such purposes, include LICENSEE as a party shall fully cooperate with and supply all assistance reasonably requested by the party initiating or carrying on plaintiff in any such proceedingssuit, without expense to LICENSEE. The party which institutes total cost of such infringement action commenced or defended solely by CURF shall be borne by CURF and CURF shall keep any recovery or damages for past infringement derived therefrom. 7.4 In the event that LICENSEE shall undertake the enforcement and/or defense of the TECHNOLOGY by litigation, LICENSEE may withhold up to fifty percent (50%) of the payments otherwise due CURF under Article 4 hereunder and apply the same toward payment of up to half of LICENSEE’s expenses, including reasonable attorney’s fees, in connection therewith. LICENSEE shall modify the Royalty Report form to reflect any withholdings. Any recovery of damages by LICENSEE for each such suit shall be applied first in satisfaction of any unreimbursed expenses and legal fees of LICENSEE relating to protect such suit, and next toward reimbursement of CURF for any payments under Article 4 past due or enforce a PATENT RIGHT shall have sole control of that suit withheld and shall bear the reasonable expenses (excluding legal fees) incurred by said other party in providing such assistance and cooperation as is requested applied pursuant to this paragraphSection 7.4. The party initiating or carrying on such legal proceedings LICENSEE shall keep the balance remaining from any such recovery subject to the payment of a percentage as an “other party informed payment” in accordance with Section 4.1(e). 7.5 In any infringement or misappropriation suit that either PARTY may institute to enforce the PATENT RIGHTS pursuant to this Agreement, the other PARTY hereto shall, at the request and expense of the progress PARTY initiating such suit, cooperate in all respects and, to the extent possible, have its employees testify when requested and make available relevant records, papers, information, samples, specimens and the like. 7.6 LICENSEE, during the exclusive period of this Agreement, shall have the sole right in accordance with the terms and conditions herein to sublicense any alleged infringer for the FIELD OF USE for future use of the PATENT RIGHTS. Any upfront fees as pm1 of such proceedings and said other party a sublicense shall be entitled treated pursuant to counsel in such proceedings but at its own expense. Any award paid by third parties as the result of such proceedings (whether by way of settlement or otherwise) shall first be applied to reimbursement of the unreimbursed legal fees and expenses incurred by either party and then the remainder shall be divided between the parties as follows: (a) (i) If the amount is based on lost profits, CEREBROTEC shall receive an amount equal to the damages the court determines CEREBROTEC has suffered as a result of the infringement less the amount of any royalties that would have been due GENERAL on sales of PRODUCT lost by CEREBROTEC as a result of the infringement had CEREBROTEC made such sales; andArticle 4.

Infringement. 7.1 GENERAL 13.1 Palomar will protect its PATENT RIGHTS and JOINT PATENT RIGHTS the Palomar Patent Rights from infringement and prosecute infringers when, in its sole judgement, such action may be reasonably necessary, proper and justified. 7.2 13.2 If CEREBROTEC Coherent shall have supplied GENERAL Palomar with written evidence demonstrating to GENERAL'S Palomar's reasonable satisfaction prima facie infringement of a claim of a PATENT RIGHT in the LICENSE FIELD Palomar Patent Right by a third party, CEREBROTEC Coherent may by notice request GENERAL Palomar to take steps to protect the PATENT RIGHTsuch Patent Right. GENERAL Palomar shall notify CEREBROTEC Coherent within three sixty (360) months days of the receipt of such notice whether GENERAL Palomar intends to prosecute the alleged infringement. If GENERAL Palomar notifies CEREBROTEC Coherent that it intends to so prosecute, GENERAL Palomar shall, within three (3) months of its notice to CEREBROTEC Coherent either (i) cause infringement to terminate or (ii) initiate legal proceedings against the infringer. In the event GENERAL that Palomar notifies CEREBROTEC Coherent that GENERAL Palomar does not intend to prosecute said infringement CEREBROTEC infringement, Coherent may, upon notice to GENERALPalomar, initiate legal proceedings against the infringer at CEREBROTECCoherent's expense and in GENERALPalomar's name if so required by law. No settlement, consent judgment or other voluntary final disposition of the * Confidential treatment has been requested with respect to certain portions of this exhibit. Such portions are marked with a "[*]" in place of the redacted language. Omitted portions are filed separately with the Securities and Exchange Commission. suit which invalidates or restricts the claims of such PATENT RIGHTS and/or JOINT PATENT RIGHTS may Patent Rights will be entered into without the consent of GENERALPalomar, which consent shall not be unreasonable unreasonably withheld, and shall not be withheld unless Palomar assumes responsibility for future expenses in litigation. CEREBROTEC Coherent shall indemnify GENERAL Palomar against any order for payment that may be made against GENERAL in such proceedingsPalomar as a result of any settlement, consent judgment or other voluntary final disposition of the suit entered into without Palomar's consent. 7.3 13.3 In the event that one party shall initiate or carry on legal proceedings to enforce any PATENT RIGHT Patent Right against any alleged infringer, the other party shall fully cooperate with and supply all assistance reasonably requested by the party initiating or carrying on such proceedings. The party which institutes any suit to protect or enforce a PATENT RIGHT Patent Right shall have sole control of that suit and shall bear the reasonable expenses (excluding legal fees) incurred by said other party in providing such assistance and cooperation as is requested pursuant to this paragraph. The party initiating or carrying on such legal proceedings shall keep the other party informed of the progress of such proceedings and said other party shall be entitled to counsel in such proceedings but at its own expense. Any award paid by third parties as the result of such proceedings (whether by way of settlement or otherwise) shall first be applied to reimbursement of the unreimbursed legal fees and expenses incurred by either party party, including reimbursement to Palomar, and then the remainder shall be divided between the parties as follows: (a) (i) If the amount is based on lost profits, CEREBROTEC Coherent shall receive an amount equal to the damages the court determines CEREBROTEC Coherent has suffered as a result of the infringement less the amount of any royalties and other payments that would have been due GENERAL Palomar on sales of PRODUCT products lost by CEREBROTEC Coherent as a result of the infringement had CEREBROTEC Coherent made such sales; and (ii) Palomar shall receive an amount equal to the royalties and other payments it would have received if such sales had been made by Coherent, or 13.3.2 As to awards other than those based on lost profits, sixty (60) percent to the party initiating such proceedings and forty (40) percent to the other party, provided that in the event that Palomar has paid for further litigation subsequent to Palomar's refusal to agree to a settlement, consent judgement or voluntary final disposition of a suit pursuant to paragraph 13.2, such awards shall be divided equally between the parties. 13.4 For the purposes of the proceedings referred to in this Section 13, Palomar and Coherent shall permit the use of their names and shall execute such documents and carry out such other acts as may be necessary. The party initiating or carrying on such legal proceedings shall keep the other party informed of the progress of such proceedings and said other party shall be entitled to counsel in such proceedings but at tits own expense, said expenses to be off-set against any damages received by the party bringing suit in accordance with the foregoing paragraph 13.3

Infringement. 7.1 GENERAL will protect its PATENT RIGHTS A. Licensee and JOINT PATENT RIGHTS from CMCC shall each inform the other promptly in writing of any alleged infringement and prosecute infringers when, in its sole judgement, such action may be reasonably necessary, proper and justified. 7.2 If CEREBROTEC shall have supplied GENERAL with written evidence demonstrating to GENERAL'S reasonable satisfaction prima facie infringement of a claim of a PATENT RIGHT in the LICENSE FIELD by a third partyparty of the Patent Rights in the Field of Use within the scope of this Agreement and of any available evidence thereof. B. During the Term of this Agreement, CEREBROTEC CMCC shall have the right, but shall not be obligated, to prosecute at its own expense any infringement of the Patent Rights and, in furtherance of such right, Licensee hereby agrees that CMCC may include Licensee as a party plaintiff in any such suit, without expense to Licensee. The total cost of any such infringement action commenced or defended solely by notice request GENERAL CMCC shall be borne by CMCC. CMCC shall keep any recovery or damages for past infringement derived therefrom. C. If within [**] after having been notified of any alleged infringement, CMCC shall have been unsuccessful in persuading the alleged infringer to take steps to protect the PATENT RIGHT. GENERAL desist and shall not have brought and shall not be diligently prosecuting an infringement action, or if CMCC shall notify CEREBROTEC within three (3) months Licensee of its intention not to bring suit against any alleged infringer then, Licensee shall have the right, but shall not be obligated, to prosecute at its own expense any infringement of the receipt of Patent Rights, provided, however, that such notice whether GENERAL intends right to prosecute bring such an infringement action shall remain in effect only for so long as the alleged infringement. If GENERAL notifies CEREBROTEC that it intends to so prosecute, GENERAL shall, within three (3) months of its notice to CEREBROTEC either (i) cause infringement to terminate or (ii) initiate legal proceedings against the infringer. In the event GENERAL notifies CEREBROTEC that GENERAL does not intend to prosecute said infringement CEREBROTEC may, upon notice to GENERAL, initiate legal proceedings against the infringer at CEREBROTEC's expense and in GENERAL's name if so required by lawlicense granted hereunder remains exclusive. No settlement, consent judgment or other voluntary final disposition of the * Confidential treatment has been requested with respect to certain portions of this exhibit. Such portions are marked with a "[*]" in place of the redacted language. Omitted portions are filed separately with the Securities and Exchange Commission. suit which invalidates or restricts the claims of such PATENT RIGHTS and/or JOINT PATENT RIGHTS may be entered into without the consent of GENERALCMCC, which consent shall not be unreasonable unreasonably withheld. CEREBROTEC Licensee shall indemnify GENERAL CMCC against any order for payment costs that may be made against GENERAL CMCC in such proceedings. 7.3 D. In the event one Licensee shall undertake the enforcement and/or defense of the Patent Rights by litigation pursuant to paragraph C of this section, Licensee may withhold up to [**] percent ([**]%) of the payments otherwise thereafter due to CMCC under Article IV above and apply the same toward reimbursement of up to [**] percent ([**]%) of Licensee's expenses, including reasonable attorney's fees, in connection therewith. Any recovery of damages by Licensee for each such suit shall be applied first in satisfaction of any unreimbursed expenses and legal fees of CMCC and Licensee relating to such suit and next toward reimbursement of CMCC for any payments under Article IV past due or withheld and applied pursuant to this Article VII. The balance remaining from any such recovery shall be divided equally between Licensee and CMCC. E. In the event that a declaratory judgment action alleging invalidity or no infringement of any of the Patent Rights shall be brought against Licensee, CMCC, at its option, shall have the right, within [**] days after commencement of such action, to intervene and participate in the defense of the action at its own expense. F. In any infringement suit which either party shall initiate or carry on legal proceedings may institute to enforce any PATENT RIGHT against any alleged infringerthe Patent Rights pursuant to this Agreement, the other party hereto shall fully cooperate with in all reasonable respects and, to the extent reasonably possible, have its employees testify when requested and supply all assistance reasonably requested by make available relevant records, papers, information, samples, specimens, and the party initiating or carrying on such proceedings. The party which institutes like. G. Licensee shall during the exclusive period of this Agreement have the sole right subject to the terms and conditions hereof to sublicense any suit to protect or enforce a PATENT RIGHT shall have sole control of that suit and shall bear the reasonable expenses (excluding legal fees) incurred by said other party in providing such assistance and cooperation as is requested pursuant to this paragraph. The party initiating or carrying on such legal proceedings shall keep the other party informed alleged infringer for future use of the progress Patent Rights to the extent licensed by this Agreement. Any upfront fees paid to Licensee as part of such proceedings and said other party a sublicense shall be entitled to counsel in such proceedings but at its own expense. Any award paid by third parties shared between Licensee and CMCC as the result of such proceedings (whether by way of settlement or otherwise) shall first be applied to reimbursement of the unreimbursed legal fees and expenses incurred by either party and then the remainder shall be divided between the parties as follows: (a) (i) If the amount is based on lost profits, CEREBROTEC shall receive an amount equal to the damages the court determines CEREBROTEC has suffered as a result of the infringement less the amount of any royalties that would have been due GENERAL on sales of PRODUCT lost by CEREBROTEC as a result of the infringement had CEREBROTEC made such sales; andthey were receivables under this Agreement.

Infringement. 7.1 GENERAL will protect its PATENT RIGHTS and JOINT PATENT RIGHTS from infringement and prosecute infringers when, in its sole judgement, such action may be reasonably necessary, proper and justified. 7.2 If CEREBROTEC 14.1 In the event that LICENSEE shall have supplied GENERAL with written evidence demonstrating to GENERAL'S reasonable satisfaction prima facie learn of the infringement of a claim of a PATENT RIGHT in the LICENSE FIELD by a third partyany patent licensed under this Agreement, CEREBROTEC may by notice request GENERAL LICENSEE shall call LICENSOR’S attention thereto. LICENSEE shall use reasonable efforts to take steps to protect the PATENT RIGHT. GENERAL shall notify CEREBROTEC within three (3) months of the receipt of terminate such notice whether GENERAL intends to prosecute the alleged infringement. If GENERAL notifies CEREBROTEC that it intends to so prosecuteLICENSEE files a lawsuit for patent infringement, GENERAL shall, within three (3) months of its notice to CEREBROTEC either (i) cause infringement to terminate or (ii) initiate legal proceedings against the infringerLICENSOR shall also be named as a plaintiff. In the event GENERAL notifies CEREBROTEC that GENERAL does not intend LICENSEE fails to prosecute said infringement CEREBROTEC may▇▇▇▇▇ the infringing activity within [***], upon notice LICENSOR may itself, under its sole discretion, file a lawsuit for patent infringement, naming LICENSEE as nominal party plaintiff. 14.2 Each party agrees to GENERAL, initiate legal cooperate with the other in litigation proceedings against instituted hereunder but at the infringer at CEREBROTEC's expense and in GENERAL's name if so required by law. No settlement, consent judgment or other voluntary final disposition of the * Confidential treatment has been requested with respect to certain portions party on account of this exhibitwhom suit is brought. Such portions are marked with a "[*]" in place of the redacted language. Omitted portions are filed separately with the Securities and Exchange Commission. suit which invalidates or restricts the claims of such PATENT RIGHTS and/or JOINT PATENT RIGHTS may litigation shall be entered into without the consent of GENERAL, which consent shall not be unreasonable withheld. CEREBROTEC shall indemnify GENERAL against any order for payment that may be made against GENERAL in such proceedings. 7.3 In the event one party shall initiate or carry on legal proceedings to enforce any PATENT RIGHT against any alleged infringer, the other party shall fully cooperate with and supply all assistance reasonably requested controlled by the party initiating or carrying on such proceedingsbringing the suit. The party which institutes any suit to protect or enforce a PATENT RIGHT A Party controlling litigation shall have sole control of that suit and shall bear the reasonable expenses (excluding legal fees) incurred by said other party in providing such assistance and cooperation as is requested pursuant to this paragraph. The party initiating or carrying on such legal proceedings shall keep reimburse the other party informed of for any expenses it incurs in rendering assistance to the progress of such proceedings and said other party shall be entitled to counsel in such proceedings but Party controlling the litigation. LICENSOR at its own expense. Any award paid , may be represented by third parties as counsel of its choice pursuant to LICENSOR’S determination in any suit brought by LICENSEE. 14.3 LICENSEE may withhold royalties payable to LICENSOR during the result of such proceedings (whether by way of settlement or otherwise) shall first be applied to reimbursement pendency of the unreimbursed legal suit and until said suit has been finally concluded. To the extent that LICENSEE does not recover attorney’s fees and expenses incurred by either party and then the remainder shall be divided between the parties as follows: (a) (i) If the amount is based on lost profits, CEREBROTEC shall receive an amount equal to the damages the court determines CEREBROTEC has suffered other out-of-pocket costs as a result of such litigation, such withheld royalties may be applied to LICENSEE’S expenses (out-of-pocket and in-house) incurred in connection with such suit and the infringement less balance of such withheld royalties, if any, shall be paid to LICENSOR upon disposition of the amount of any royalties suit; provided, however, that would have been due GENERAL on sales of PRODUCT lost by CEREBROTEC if as a result of such suit, all claims of patents included within LICENSOR’S PATENT RIGHTS under which LICENSEE is selling a LICENSED PRODUCT shall be held invalid, LICENSEE may retain the infringement had CEREBROTEC made balance of such sales; andwithheld royalties which pertain to such LICENSED PRODUCT until such decision shall be finally reversed by an unappealed or unappealable decree of a court of competent jurisdiction and of higher dignity.

Infringement. 7.1 GENERAL will protect its PATENT RIGHTS and JOINT PATENT RIGHTS from 13.1 The Parties agree to give each other prompt written notice of any infringement and prosecute infringers when, or other similar action in its sole judgement, such action may be reasonably necessary, proper and justifiedor affecting the Territory by a Third Person of the AMIH Marks known to them. 7.2 If CEREBROTEC shall have supplied GENERAL with written evidence demonstrating to GENERAL'S reasonable satisfaction prima facie infringement of a claim of a PATENT RIGHT in the LICENSE FIELD by a third party, CEREBROTEC may by notice request GENERAL to take steps to protect the PATENT RIGHT. GENERAL shall notify CEREBROTEC within three (3) months of the receipt of such notice whether GENERAL intends to prosecute the alleged infringement. If GENERAL notifies CEREBROTEC that it intends to so prosecute, GENERAL shall, within three (3) months of its notice to CEREBROTEC either (i) cause infringement to terminate or (ii) initiate legal proceedings against the infringer. 13.2 In the event GENERAL notifies CEREBROTEC that GENERAL does not intend to prosecute said of such infringement CEREBROTEC may, upon notice to GENERAL, initiate legal proceedings against the infringer at CEREBROTEC's expense and in GENERAL's name if so required by law. No settlement, consent judgment or other voluntary final disposition similar action, LMGC has the obligation to protect any of the * Confidential treatment Non-Canadian Marks which LMGC has been requested with respect using in the preceding 12 month period and the Canadian Marks in the Territory and may decide whether or not any action is necessary for such protection and what such action might be, taking into account the interests of both Parties. LMGC has the right to certain portions act in its own name or if necessary in the name of AMIH. For the term of this exhibitAgreement AMIH hereby gives LMGC a power of attorney in the form attached hereto as Schedule 3 to act on its behalf if any action in or out of court in connection with such actions is necessary. Such portions are marked with LMGC will select counsel, to which AMIH has no reasonable objection and AMIH will provide reasonable assistance, including by providing information, documents and things in response to discovery requests, by providing at mutually convenient times witnesses for discovery, depositions and trial testimony, and by permitting LMGC to cause AMIH to be named as a "[*]" party plaintiff or co-plaintiff in place of the redacted languageany litigation. Omitted portions are filed separately with the Securities All expenses, including any expenses incurred by AMIH to provide such assistance, shall be borne by LMGC and Exchange CommissionLMGC shall be entitled to any amounts awarded to LMGC or AMIH. suit which invalidates or restricts the claims LMGC shall not enter into any settlement of such PATENT RIGHTS and/or JOINT PATENT RIGHTS may be entered into actions without the written consent of GENERALAMIH, which consent shall not be unreasonable unreasonably withheld. 13.3 If any action or proceeding is brought or asserted by LMGC, under the authority granted to it under Article 13.2, LMGC will promptly notify AMIH in writing. CEREBROTEC shall indemnify GENERAL against any order for payment AMIH may assume and direct the action or proceeding only provided that may be made against GENERAL LMGC initiates no action or takes no action in such proceedings. 7.3 In the event one party shall initiate action or carry on legal proceedings to enforce any PATENT RIGHT against any alleged infringer, the other party shall fully cooperate with and supply all assistance reasonably requested by the party initiating or carrying on such proceedingsproceeding. The party which institutes any suit to protect or enforce a PATENT RIGHT shall have sole control of that suit and shall bear the reasonable expenses (excluding legal fees) incurred by said other party in providing such assistance and cooperation as is requested pursuant to this paragraph. The party initiating or carrying on such legal proceedings shall keep the other party informed Upon assumption of the progress of such proceedings action or proceeding by AMIH, all expenses shall be borne by AMIH and said other party AMIH shall be entitled to counsel in such proceedings but at its own expenseany amounts awarded to LMGC or AMIH. Any award paid by third parties as the result AMIH shall not enter into any settlement of such proceedings (whether by way actions without the written consent of settlement or otherwise) LMGC, which consent shall first not be applied to reimbursement of the unreimbursed legal fees and expenses incurred by either party and then the remainder shall be divided between the parties as follows: (a) (i) If the amount is based on lost profits, CEREBROTEC shall receive an amount equal to the damages the court determines CEREBROTEC has suffered as a result of the infringement less the amount of any royalties that would have been due GENERAL on sales of PRODUCT lost by CEREBROTEC as a result of the infringement had CEREBROTEC made such sales; andunreasonably withheld.

Infringement. 7.1 GENERAL will protect its PATENT RIGHTS and JOINT PATENT RIGHTS from infringement and 8.1 With respect to the trademark that is exclusively licensed to Licensee pursuant to this Agreement, Licensee shall have the right to prosecute infringers when, in its sole judgementown name, and at its own expense, any infringement of the trademark, so long as such license is exclusive at the time of the commencement of such action. The parties agree to notify the other promptly of each infringement of trademark of which either becomes aware. Before Licensee commences an action may be reasonably necessarywith respect to any infringement of such patents, proper Licensee shall give careful consideration to the views of Licensor and justifiedto potential effects on the Licensor's interest in making its decision whether or not to sue. 7.2 8.2 If CEREBROTEC shall have supplied GENERAL with written evidence demonstrating Licensee elects to GENERAL'S reasonable satisfaction prima facie infringement commence an action as described above: (a) Licensor may, to the extent permitted by law, elect to join as a party in that action. Regardless of whether Licensor elects to join as a claim of a PATENT RIGHT in the LICENSE FIELD by a third party, CEREBROTEC may Licensor shall cooperate fully with Licensee in connection with any such action. (b) if Licensor elects to join as a party pursuant to subparagraph (a), Licensor shall jointly control the action with Licensee. (c) Licensee shall reimburse Licensor for any costs Licensor incurs, including reasonable attorneys' fees, as part of an action brought by notice request GENERAL to take steps to protect the PATENT RIGHT. GENERAL shall notify CEREBROTEC within three (3) months Licensee, irrespective of the receipt of such notice whether GENERAL intends to prosecute the alleged infringement. If GENERAL notifies CEREBROTEC that it intends to so prosecute, GENERAL shall, within three (3) months of its notice to CEREBROTEC either (i) cause infringement to terminate or (ii) initiate legal proceedings against the infringer. In the event GENERAL notifies CEREBROTEC that GENERAL does not intend to prosecute said infringement CEREBROTEC may, upon notice to GENERAL, initiate legal proceedings against the infringer at CEREBROTEC's expense and in GENERAL's name if so required by law. Licensor becomes a co-plaintiff. 8.3 No settlement, consent judgment or other voluntary final disposition of the * Confidential treatment has been requested with respect to certain portions of this exhibit. Such portions are marked with a "[*]" in place of the redacted language. Omitted portions are filed separately with the Securities and Exchange Commission. suit which invalidates or restricts the claims of such PATENT RIGHTS and/or JOINT PATENT RIGHTS may be entered into without the prior written consent of GENERALLicensor, which consent shall not be unreasonable unreasonably withheld. CEREBROTEC shall indemnify GENERAL against any order for payment that may be made against GENERAL in such proceedings. 7.3 In the event one party shall initiate 8.4 Recoveries or carry on legal proceedings to enforce any PATENT RIGHT against any alleged infringer, the other party shall fully cooperate with and supply all assistance reasonably requested by the party initiating or carrying on such proceedings. The party which institutes any suit to protect or enforce a PATENT RIGHT shall have sole control of that suit and shall bear the reasonable expenses (excluding legal fees) incurred by said other party in providing such assistance and cooperation as is requested reimbursements from actions commenced pursuant to this paragraphArticle shall first be applied to reimburse Licensee and Licensor for litigation costs. The party initiating Any remaining recoveries or carrying on such legal proceedings reimbursements shall keep the other party informed be shared equally by Licensee and Licensor. 8.5 If Licensee elects not to exercise its right to prosecute an infringement of the progress trademark pursuant to this Article, Licensor may do so at its own expense, controlling such action and retaining all recoveries therefrom. Licensee shall cooperate fully with Licensor in connection with any such action. 8.6 Without limiting the generality of paragraph 8.5 in, Licensor may, at its election and by notice to Licensee, establish a time limit of sixty (60) days for Licensee to decide whether to prosecute any infringement of which Licensor is, or becomes aware. If, by the end of such proceedings sixty (60)-day period, Licensee has not commenced such an action, Licensor may prosecute such an infringement at its own expense, controlling such action and said other party retaining all recoveries therefrom. With respect to any such infringement action prosecuted by Licensor in good faith, Licensee shall be entitled pay over to counsel in such proceedings Licensor any payments (whether or not designated as "royalties") made by the alleged infringer to Licensee under any existing or future sublicense authorizing the use of the trademark, up to the amount of Licensor's unreimbursed litigation expenses (including, but not limited to, reasonable attorneys' fees). 8.7 If a declaratory judgment action is brought naming Licensee as a defendant and alleging invalidity of the trademark, Licensor may elect to take over the sole defense of the action at its own expense. Any award paid by third parties as the result of Licensee shall cooperate fully with Licensor in connection with any such proceedings (whether by way of settlement or otherwise) shall first be applied to reimbursement of the unreimbursed legal fees and expenses incurred by either party and then the remainder shall be divided between the parties as follows: (a) (i) If the amount is based on lost profits, CEREBROTEC shall receive an amount equal to the damages the court determines CEREBROTEC has suffered as a result of the infringement less the amount of any royalties that would have been due GENERAL on sales of PRODUCT lost by CEREBROTEC as a result of the infringement had CEREBROTEC made such sales; andaction.

Infringement. 7.1 GENERAL will protect 8.1 LICENSEE or its sublicensee(s) (subject to any applicable sublicensing agreement) has the right to prosecute in their own name and at their own expense any infringement of the PATENT RIGHTS, so long as the license is exclusive when the legal action is commenced. OSU agrees to notify LICENSEE promptly of each infringement of the PATENT RIGHTS of which OSU becomes aware. Before LICENSEE or its sublicensees commences an action for infringement, LICENSEE or sublicensee shall notify OSU and JOINT carefully consider the views of OSU and the public interest. 8.2 Where joinder is a matter of discretion, OSU agrees to join, subject to the approval of the Ohio Attorney General, as a party plaintiff in any lawsuit initiated by LICENSEE, if requested by LICENSEE. If required by law to obtain standing, OSU shall join or otherwise permit any action or proceeding to be brought on OSU’s behalf and in its name and cooperate with LICENSEE in all aspects of any such action or proceeding brought under this Article, with all costs, attorney fees and expenses reasonably and actually incurred to be paid by LICENSEE. 8.3 If LICENSEE undertakes to enforce and/or defend the PATENT RIGHTS from by litigation, LICENSEE may withhold up to fifty percent (50%) of the payments otherwise thereafter due during the course of such litigation to OSU under Article 3. LICENSEE may apply the amounts withheld to reimburse up to half of LICENSEE’s litigation expenses, including reasonable attorneys’ fees. Any recovery under this Section of damages for infringement and prosecute infringers when, in its sole judgement, such action may be reasonably necessary, proper and justified. 7.2 If CEREBROTEC shall have supplied GENERAL with written evidence demonstrating to GENERAL'S reasonable satisfaction prima facie infringement of a claim of a PATENT RIGHT in the LICENSE FIELD by a third partyparty shall be distributed as follows: (a) each of OSU and LICENSEE shall be reimbursed for any otherwise unreimbursed legal fees and other out-of pocket expenses incurred in the action; (b) OSU shall be reimbursed for any payments under Article 3 that are past due or were withheld pursuant to this Article; and (c) the remaining balance being divided between OSU and LICENSEE by, CEREBROTEC may in the case where the recovery is based on LICENSEE’s lost profits, determining the amount of NET SALES that were relied upon for purposes of calculating such lost profits and calculating the amounts that would have otherwise been paid to OSU under this Agreement had such NET SALES been earned by notice request GENERAL LICENSEE (after taking into account the amounts allocated under clauses (a) and (b) above, provided, however, that in no event shall the amount payable from any such recovery exceed fifty percent (50%) of any such lost profits, with all amounts remaining from any such recovery being paid to take steps or otherwise retained by LICENSEE. LICENSEE shall during the term of this Agreement have the sole right subject to protect the terms and conditions hereof to sublicense any alleged infringer for future use of the PATENT RIGHTRIGHTS to the extent licensed by this Agreement. GENERAL shall notify CEREBROTEC within three (3) months of the receipt Any upfront fees paid to LICENSEE as part of such notice whether GENERAL intends to prosecute the alleged infringement. If GENERAL notifies CEREBROTEC that it intends to so prosecutea sublicense, GENERAL shallafter reimbursement of any legal expenses incurred by LICENSEE and OSU, within three (3) months shall be treated as SUBLICENSE REVENUES for purposes of its notice to CEREBROTEC either (i) cause infringement to terminate or (ii) initiate legal proceedings against the infringer. In the event GENERAL notifies CEREBROTEC that GENERAL does not intend to prosecute said infringement CEREBROTEC may, upon notice to GENERAL, initiate legal proceedings against the infringer at CEREBROTEC's expense and in GENERAL's name if so required by law. this Agreement. 8.4 No settlement, consent judgment or other voluntary final disposition of the * Confidential treatment has been requested with respect to certain portions of this exhibit. Such portions are marked with a "[*]" in place of the redacted language. Omitted portions are filed separately with the Securities and Exchange Commission. suit which invalidates or restricts the claims of such PATENT RIGHTS and/or JOINT PATENT RIGHTS may be entered into without the consent of GENERALOSU’s consent, which consent shall not be unreasonable unreasonably withheld. CEREBROTEC shall indemnify GENERAL against any order for payment , unless and to the extent that may be made against GENERAL such settlement is in such proceedingsthe form of a sublicense pursuant to the terms and conditions of this Agreement. 7.3 In the event one party shall initiate 8.5 If LICENSEE and its sublicensee(s) elect not to exercise their right to prosecute or carry on legal proceedings to enforce any PATENT RIGHT against any alleged infringer, the other party shall fully cooperate with and supply all assistance reasonably requested by the party initiating or carrying on such proceedings. The party which institutes any suit to protect or enforce a PATENT RIGHT shall have sole control of that suit and shall bear the reasonable expenses (excluding legal fees) incurred by said other party in providing such assistance and cooperation as is requested pursuant to this paragraph. The party initiating or carrying on such legal proceedings shall keep the other party informed defend an infringement of the progress of such proceedings and said other party shall be entitled to counsel in such proceedings but PATENT RIGHTS, OSU may do so at its own expense. Any award paid , controlling such action and retaining all recoveries; in the case where any such action is undertaken by third parties as OSU due to LICENSEE being unable to do so (e.g., in the result case where LICENSEE is unable to obtain standing), then any recoveries shall be allocated in accordance with Section 8.3 above. 8.6 If a declaratory judgment action alleging invalidity of such proceedings (whether by way of settlement or otherwise) shall first be applied to reimbursement any of the unreimbursed legal fees PATENT RIGHTS is brought against LICENSEE or OSU, then OSU, at its sole option, has the right to intervene and expenses incurred by either party and then take over the remainder shall be divided between the parties as follows: (a) (i) If the amount is based on lost profits, CEREBROTEC shall receive an amount equal to the damages the court determines CEREBROTEC has suffered as a result defense of the infringement less the amount of any royalties that would have been due GENERAL on sales of PRODUCT lost by CEREBROTEC as a result of the infringement had CEREBROTEC made such sales; andaction at its own expense.

Infringement. 7.1 GENERAL will protect its PATENT RIGHTS GTx shall inform UTRF and JOINT PATENT RIGHTS from UTRF shall inform GTx promptly in writing of any alleged assertion and/or claim of infringement of the Licensed Patents by a Third Party and prosecute infringers when, in its sole judgement, such action may be reasonably necessary, proper and justifiedof any available evidence thereof. 7.2 If CEREBROTEC GTx shall have supplied GENERAL with written evidence demonstrating the first, sole and exclusive right, but shall not be obligated, to GENERAL'S reasonable satisfaction prima facie infringement of a claim of a PATENT RIGHT in the LICENSE FIELD by a third partyprosecute or defend at its own expense all infringements or opposition, CEREBROTEC may by notice request GENERAL to take steps to protect the PATENT RIGHT. GENERAL shall notify CEREBROTEC within three (3) months interference and ex parte proceedings of the receipt Licensed Patents, including prosecuting for any misappropriation of Licensed Technology or Licensed Products. The Parties acknowledge that as to Licensed Patents that UTRF owns “in part”, such right on the part of GTx shall not preclude UTRF’s co-owner(s) from taking any action they may have available to them in law or by contract. In furtherance of such notice whether GENERAL intends right granted to prosecute the alleged infringementGTx, UTRF hereby agrees that GTx may include UTRF as a party plaintiff in any such suit, without expense to UTRF. If GENERAL notifies CEREBROTEC that it intends to so prosecute, GENERAL shall, within three (3) months The total cost of its notice to CEREBROTEC either (i) cause any such infringement to terminate action commenced or (ii) initiate legal proceedings against the infringer. In the event GENERAL notifies CEREBROTEC that GENERAL does not intend to prosecute said infringement CEREBROTEC may, upon notice to GENERAL, initiate legal proceedings against the infringer at CEREBROTEC's expense and in GENERAL's name if so required defended by lawGTx shall be borne by GTx. No settlement, consent judgment judgment, or other voluntary final disposition of the * Confidential treatment has been requested with respect to certain portions of this exhibit. Such portions are marked with a "[*]" in place of the redacted language. Omitted portions are filed separately with the Securities and Exchange Commission. suit which invalidates or restricts the claims of such PATENT RIGHTS and/or JOINT PATENT RIGHTS suits may be entered into without the consent of GENERALUTRF, provided that such consent shall not be unreasonably withheld and that UTRF shall not condition such consent on an increase in payments to UTRF hereunder. 7.3 If within six (6) months after having been notified of an alleged infringement by a Third Party, GTx has not brought or is not diligently prosecuting an infringement action, or if GTx has notified UTRF at any time prior thereto of its intention not to bring suit against any alleged infringement of the Patents, then, and in those events only, UTRF shall have the right, but shall not be obligated, to prosecute at its own expense any infringement of the Licensed Patents, and UTRF may, for such purposes, use the name of GTx as party plaintiff. No settlement, consent judgment, or other voluntary final disposition of the suit may be entered into without the consent of GTx, which consent shall not unreasonably be unreasonable withheld. CEREBROTEC After deduction of outstanding expenses of UTRF, including attorney fees, and any expenses of GTx, including attorney fees incurred prior to UTRF’s pursuit of such infringement, the balance remaining from any such recovery shall indemnify GENERAL against any order for payment that may be made against GENERAL in such proceedingsdivided equally between GTx and UTRF. 7.3 7.4 If both UTRF and GTx elect not to enforce or continue to enforce the right of the parties in Licensed Patents claiming an EXISTING INVENTION or IMPROVEMENT INVENTION under OSU IIA#1, or a NEW INVENTION under OSU IIA#2, GTx agrees that OSU or OSURF shall have the right to elect to prosecute the alleged infringers provided that (i) OSU or OSURF shall pay all costs and expenses arising out of such prosecution, and (ii) OSU or OSURF shall not have any right to surrender OSU’s, OSURF’s, UTRF’s or GTx’s rights or to grant any infringer any rights in the Licensed Patents without the prior written approval of UTRF and GTx, such approval not to be unreasonably withheld. 7.5 In the event one party that GTx undertakes the enforcement and/or defense of the Licensed Patents by litigation, opposition, interference or ex parte proceedings or an inter partes proceeding (including the defense of a declaratory judgment action pursuant to Section 7.6) in the United States or a foreign country against a Third Party, GTx may withhold up to [ * ] of the payments otherwise thereafter due UTRF under Section 4 that are attributable to sales of Licensed Products in the country where such litigation or inter partes proceeding takes place and apply the same toward reimbursement of up to [ * ] of GTx’s expenses, including reasonable attorneys’ fees, in connection therewith. GTx may not withhold any portion of the payments due UTRF under Section 4 in the event that GTx undertakes the enforcement and/or defense of the Licensed Patents by litigation or an inter partes proceeding in the United States or a foreign country against an Affiliate or Sublicensee. Any recovery of damages by GTx resulting from each such suit or inter partes proceeding shall initiate or carry on be applied first in satisfaction of any unreimbursed expenses and legal proceedings fees of GTx relating to enforce such suit, and next toward reimbursement of any PATENT RIGHT against unreimbursed expenses and legal fees of UTRF relating to such suit, and next toward reimbursement of UTRF for any alleged infringer, the other party shall fully cooperate with payments under Section 4 withheld and supply all assistance reasonably requested by the party initiating or carrying on such proceedings. The party which institutes any suit to protect or enforce a PATENT RIGHT shall have sole control of that suit and shall bear the reasonable expenses (excluding legal fees) incurred by said other party in providing such assistance and cooperation as is requested applied pursuant to this paragraph. The party initiating or carrying on such legal proceedings shall keep Section 7.5, and the other party informed of the progress of such proceedings and said other party shall be entitled to counsel in such proceedings but at its own expense. Any award paid by third parties as the result of such proceedings (whether by way of settlement or otherwise) shall first be applied to reimbursement of the unreimbursed legal fees and expenses incurred by either party and then the remainder remaining balance, if any, shall be divided equally between GTx and UTRF unless the damage award is identified by judgment of the court or in a settlement in such suit as compensating GTx for loss of sales revenue for Licensed Product on account of such Third Party’s unlicensed or illegal actions, in which event (instead of dividing the remaining balance equally between the parties as follows: (a) (i) If the amount is based on lost profitsParties), CEREBROTEC GTx shall receive pay to UTRF an amount equal to the damages lesser of: (i) [ * ] the court determines CEREBROTEC has suffered as a result remaining balance; or (ii) [ * ] of the infringement less equivalent of the amount lost Net Sales upon which such judgment or settlement award is based, and GTx shall retain the rest. For sake of clarity, any recovery attributable to loss or diminution of the value of Licensed Patents shall be divided equally between UTRF and GTX. As to a settlement of such claim or suit, the rebuttable presumption shall be that any payment to be made to GTX under the settlement agreement is not attributable to lost sales revenue and GTx shall have the burden of proof to reasonably establish that the recovery of damages resulting from such settlement represents compensation for loss of sales revenue (i.e., the equivalent of lost Net Sales hereunder). 7.6 In the event that a declaratory judgment action alleging invalidity or noninfringement of any royalties that would have been due GENERAL on sales of PRODUCT lost by CEREBROTEC as a result of the infringement had CEREBROTEC made Licensed Patents shall be brought against UTRF, GTx at its option shall have the right, within thirty (30) days after commencement of such sales; andaction, to intervene and take over the sole defense of the action against UTRF at its own expense, provided that GTx may not enter into a settlement, consent judgment, or other voluntary final disposition of the matter without the prior written approval of UTRF, which approval shall not be unreasonably withheld. This section shall not apply to OSU’s and OSURF’s interest in the Licensed Patents.

Infringement. 7.1 GENERAL will protect its PATENT RIGHTS and JOINT PATENT RIGHTS from 22.1 Subject to Section 22.2, CWRU shall have the sole right to initiate, control, defend and/or settle any proceedings involving the validity, enforceability or infringement and prosecute infringers when, of any Patent(s) when in its sole judgement, judgment such action may be reasonably necessary, proper proper, and justified. 7.2 If CEREBROTEC shall have supplied GENERAL 22.2 Upon written notice to NeoIndicate, Sublicensee may ask Licensee to request that CWRU take steps to stop a Third Party who is selling a product that does or will compete with a Product sold or being developed by Licensee or any of its affiliates (but not a sublicensee, or sublicensee affiliate) (“Third Party Infringer”) from infringing an issued patent falling within the definition of Patent(s) by providing CWRU with written evidence demonstrating to GENERAL'S reasonable satisfaction prima facie infringement of a claim specific claims of a PATENT RIGHT such Patent. Licensee shall have the right to initiate legal proceedings against any such Third-Party Infringer in the LICENSE FIELD by a third partyits own name and at Licensee’s sole expense, CEREBROTEC may by notice request GENERAL to take steps to protect the PATENT RIGHT. GENERAL shall notify CEREBROTEC within three unless CWRU, not later than ninety (390) months of the days after receipt of such notice whether GENERAL intends to prosecute the alleged infringement. If GENERAL notifies CEREBROTEC that it intends to so prosecutenotice, GENERAL shall, within three (3) months of its notice to CEREBROTEC either (i) cause causes such infringement to terminate cease or (ii) initiate initiates legal proceedings against the infringerThird-Party Infringer. NeoIndicate shall cause CWRU to join in any proceedings commenced by Sublicensee if requested by Sublicensee and if such joinder is required for the purpose of Sublicensee’s standing. Sublicensee may not take steps on its own to stop a Third Party Infringer. Any proposed disposition or settlement of a legal proceeding filed by Licensee to enforce any issued patent falling within the definition of Patent(s) against any Third-Party Infringer shall be subject to CWRU’s prior written approval, which approval shall not be unreasonably withheld or delayed. Notwithstanding the foregoing, Licensee’s rights under this Section 22.2 shall apply only to claims of Patent(s) that are exclusively licensed to Licensee under this Agreement and only in the Field of Use and territory which are exclusively licensed to Licensee under this Agreement. 22.3 Any recovery, whether by way of settlement or judgment, from a third party pursuant to a legal proceeding initiated in accordance with Section 22.2 shall first be used to reimburse the party initiating such legal proceedings for its actual fees, costs and expenses incurred in connection with such proceeding. The balance of such recovery, after deduction of all documented legal fees, shall be deemed to be NRSI in accordance with this Agreement and the Licensee’s obligations under Section 5 shall apply to such NRSI, on which divided seventy-five percent (75%) to the party that initiated the legal proceeding and twenty- five percent (25%) to the other party. 22.4 In the event GENERAL notifies CEREBROTEC that GENERAL does not intend a party initiates or defends a legal proceeding concerning any Patent pursuant to prosecute said infringement CEREBROTEC may, upon notice to GENERAL, initiate legal proceedings against the infringer at CEREBROTEC's expense and in GENERAL's name if so required by law. No settlement, consent judgment or other voluntary final disposition of the * Confidential treatment has been requested with respect to certain portions of this exhibit. Such portions are marked with a "[*]" in place of the redacted language. Omitted portions are filed separately with the Securities and Exchange Commission. suit which invalidates or restricts the claims of such PATENT RIGHTS and/or JOINT PATENT RIGHTS may be entered into without the consent of GENERAL, which consent shall not be unreasonable withheld. CEREBROTEC shall indemnify GENERAL against any order for payment that may be made against GENERAL in such proceedings. 7.3 In the event one party shall initiate or carry on legal proceedings to enforce any PATENT RIGHT against any alleged infringerSection 22, the other party shall cooperate fully cooperate with and supply all assistance reasonably requested by the party initiating or carrying on such proceedingsproceeding, including without limitation, joining the proceeding as a party if requested (at the initiating party’s sole cost). The Subject to Section 22.2, the party which that institutes any suit legal proceeding concerning any Patent pursuant to protect or enforce a PATENT RIGHT Section 22 shall have sole control of that suit and proceeding. 22.5 Notwithstanding the pendency of any infringement (or other) claim or action by or against Licensee, Licensee shall bear the reasonable expenses have no right to terminate or suspend (excluding legal feesor escrow) incurred by said other party in providing such assistance and cooperation as is requested payment of any amounts required to be paid to CWRU pursuant to this paragraph. The party initiating or carrying on such legal proceedings shall keep the other party informed of the progress of such proceedings and said other party shall be entitled to counsel in such proceedings but at its own expense. Any award paid by third parties as the result of such proceedings (whether by way of settlement or otherwise) shall first be applied to reimbursement of the unreimbursed legal fees and expenses incurred by either party and then the remainder shall be divided between the parties as follows: (a) (i) If the amount is based on lost profits, CEREBROTEC shall receive an amount equal to the damages the court determines CEREBROTEC has suffered as a result of the infringement less the amount of any royalties that would have been due GENERAL on sales of PRODUCT lost by CEREBROTEC as a result of the infringement had CEREBROTEC made such sales; andAgreement.

Infringement. 7.1 GENERAL will protect (a) in the event a claim of infringement of a patent, copyright, trademark, license or other proprietary right, which directly results from incorporation of the Proprietary Information into the Playing Cards, is brought against USPCC, USPCC agrees to inform Sharps by written notice as soon as is practical and in any event within thirty (30) days. Sharps agrees to defend at its PATENT RIGHTS own expense any such suits against USPCC, its officers, employees and JOINT PATENT RIGHTS agents, and Sharps further agrees to indemnify and hold harmless USPCC, its officers, employees and agents from any and all damages, liability or expenses arising out of such claims of infringement and prosecute infringers whenof a patent, copyright, trademark, license or other proprietary right which is directly caused by use of the Proprietary Information in its sole judgement, such action may be reasonably necessary, proper and justifiedthe Playing Cards. 7.2 If CEREBROTEC shall have supplied GENERAL with written evidence demonstrating to GENERAL'S reasonable satisfaction prima facie infringement (b) In the event of a claim of a PATENT RIGHT in the LICENSE FIELD by a third party, CEREBROTEC may by notice request GENERAL to take steps to protect the PATENT RIGHT. GENERAL shall notify CEREBROTEC within three (3) months infringement against USPCC arising from USPCC's use of the receipt Proprietary Information, USPCC shall have the option to terminate this Agreement upon delivery of such notice whether GENERAL intends to prosecute the alleged infringement. If GENERAL notifies CEREBROTEC that it intends to so prosecute, GENERAL shall, within three (3) months of its written notice to CEREBROTEC either Sharps. (ic) cause If, as a result of any claim of infringement of a patent, copyright, trademark, license or other proprietary right which directly results from incorporation of the Proprietary Information into the Playing Cards, USPCC is temporarily restrained or enjoined from using the Proprietary Information, USPCC can not be terminated pursuant to terminate the terms of paragraph 14(b) hereof and no further royalties shall accrue while such temporary restraining order or (ii) initiate legal proceedings against injunction is in effect, unless USPCC continues to sell the infringerPlaying Cards utilizing the Proprietary Information, in which case royalties shall continue. In the event GENERAL notifies CEREBROTEC that GENERAL does not intend a permanent, nonappealable, injunction is granted enjoining USPCC from manufacturing and selling the Playing Cards, this Agreement shall terminate upon the issuance of such permanent injunction. The provisions of this Section shall apply only if the infringement is caused directly by use of the Proprietary Information. USPCC agrees to prosecute said take any reasonable actions required to be taken if by taking such action infringement CEREBROTEC maycan be avoided. (d) USPCC agrees to inform Sharps by written notice as soon as is practical, upon and in any event within thirty (30) days, of any party which USPCC believes is using the Proprietary Information to manufacture and sell playing cards without authorization from Sharps. Sharps shall have two (2) months from receipt of the written notice to GENERALinvestigate the claim and either stop the unauthorized use or take legal action to stop the unauthorized use. If Sharps chooses not to bring an action against the unauthorized use, initiate it shall so notify USPCC in writing within thirty (30) days. If in USPCC's reasonable judgment, such use by a third party materially impairs the benefits accruing to USPCC hereunder, USPCC shall have the right to terminate this Agreement after written notice to Sharps. If legal action is taken by Sharps, and at the conclusion of the legal proceedings against the infringer at CEREBROTEC's expense and in GENERAL's name if so required by law. No settlementSharps is unable to stop said unauthorized use, consent judgment or other voluntary final disposition of the * Confidential treatment has been requested with respect to certain portions of this exhibit. Such portions are marked with a "[*]" in place of the redacted language. Omitted portions are filed separately with the Securities and Exchange Commission. suit which invalidates or restricts the claims of such PATENT RIGHTS and/or JOINT PATENT RIGHTS may be entered into without the consent of GENERAL, which consent shall not be unreasonable withheld. CEREBROTEC shall indemnify GENERAL against any order for payment that may be made against GENERAL in such proceedings. 7.3 In the event one party shall initiate or carry on legal proceedings to enforce any PATENT RIGHT against any alleged infringer, the other party shall fully cooperate with and supply all assistance reasonably requested by the party initiating or carrying on such proceedings. The party which institutes any suit to protect or enforce a PATENT RIGHT USPCC shall have sole control of that suit and shall bear the reasonable expenses (excluding legal fees) incurred by said other party in providing such assistance and cooperation as is requested pursuant right to terminate this paragraph. The party initiating or carrying on such legal proceedings shall keep the other party informed of the progress of such proceedings and said other party shall be entitled Agreement after written notice to counsel in such proceedings but at its own expense. Any award paid by third parties as the result of such proceedings (whether by way of settlement or otherwise) shall first be applied to reimbursement of the unreimbursed legal fees and expenses incurred by either party and then the remainder shall be divided between the parties as follows: (a) (i) If the amount is based on lost profits, CEREBROTEC shall receive an amount equal to the damages the court determines CEREBROTEC has suffered as a result of the infringement less the amount of any royalties that would have been due GENERAL on sales of PRODUCT lost by CEREBROTEC as a result of the infringement had CEREBROTEC made such sales; andSharps.

Infringement. 7.1 GENERAL will protect its PATENT RIGHTS A. Licensee and JOINT PATENT RIGHTS from CMCC shall each inform the other promptly in writing of any alleged infringement and prosecute infringers when, in its sole judgement, such action may be reasonably necessary, proper and justified. 7.2 If CEREBROTEC shall have supplied GENERAL with written evidence demonstrating to GENERAL'S reasonable satisfaction prima facie infringement of a claim of a PATENT RIGHT in the LICENSE FIELD by a third party, CEREBROTEC may by notice request GENERAL to take steps to protect the PATENT RIGHT. GENERAL shall notify CEREBROTEC within three (3) months party of the receipt Patent Rights in the Field of Use and of any available evidence thereof. B. During the Term of this Agreement, CMCC shall have the right, but shall not be obligated, to prosecute at its own expense any infringement of the Patent Rights and, in furtherance of such notice whether GENERAL intends right, Licensee hereby agrees that CMCC may include Licensee as a party plaintiff in any such suit, without expense to prosecute the alleged infringement. If GENERAL notifies CEREBROTEC that it intends to so prosecute, GENERAL shall, within three (3) months of its notice to CEREBROTEC either (i) cause infringement to terminate or (ii) initiate legal proceedings against the infringer. In the event GENERAL notifies CEREBROTEC that GENERAL does not intend to prosecute said infringement CEREBROTEC may, upon notice to GENERAL, initiate legal proceedings against the infringer at CEREBROTEC's expense and in GENERAL's name if so required by lawLicensee. No settlement, consent judgment or other voluntary final disposition of the * Confidential treatment has been requested with respect to certain portions suit that adversely affects the rights of Licensee under this exhibit. Such portions are marked with a "[*]" in place of the redacted language. Omitted portions are filed separately with the Securities and Exchange Commission. suit which invalidates or restricts the claims of such PATENT RIGHTS and/or JOINT PATENT RIGHTS Agreement may be entered into without the consent of GENERALLicensee. The total cost of any infringement action commenced or defended solely by CMCC shall be borne by CMCC. Any recovery or damages for past infringement derived therefrom will first be applied to CMCC and Licensee's expenses, including reasonable attorney's fees, in connection therewith, and any balance remaining then will be divided eighty percent (80%) to CMCC and twenty percent (20%) to Licensee. C. If within three (3) months after having been notified with sufficient facts of any alleged infringement, CMCC shall have been unsuccessful in persuading the alleged infringer to desist and shall not have brought and shall not be diligently prosecuting an infringement action, or if CMCC notifies Licensee of its intention not to bring suit against any alleged infringer then, provided that the exclusive license granted to Licensee in ARTICLE II is still in effect for such relevant Patent Rights, Licensee shall have the right, but shall not be obligated, to prosecute at its own expense any infringement of the Patent Rights. CMCC hereby agrees that Licensee may include CMCC as a party plaintiff in any such suit, without expense to CMCC. No settlement, consent judgment or other voluntary final disposition of the suit may be entered into without the consent of CMCC, which consent shall not be unreasonable unreasonably withheld. CEREBROTEC Licensee shall indemnify GENERAL CMCC against any order for payment costs that may be made against GENERAL CMCC in such proceedingsproceedings to the extent that such order does not relate to or arise from CMCC's negligence, reckless misconduct or intentional misconduct during such proceeding. 7.3 D. In the event one party Licensee shall initiate or carry on undertake the enforcement and/or defense of the Patent Rights by litigation pursuant to Paragraph C of this ARTICLE VII, Licensee may withhold up to fifty percent (50%) of the payments otherwise thereafter due to CMCC under ARTICLE IV above and apply the same toward reimbursement of up to fifty percent (50%) of Licensee's expenses, including reasonable attorney's fees, in connection therewith provided that Licensee sends a quarterly report to CMCC detailing such expenses, offset and withholdings. Any recovery of damages by Licensee for each such suit shall be applied first in satisfaction of any unreimbursed expenses and legal proceedings fees of CMCC and Licensee relating to enforce any PATENT RIGHT against any alleged infringer, the other party shall fully cooperate with and supply all assistance reasonably requested by the party initiating or carrying on such proceedings. The party which institutes any suit to protect or enforce a PATENT RIGHT shall have sole control of that suit and shall bear the reasonable expenses (excluding legal fees) incurred by said other party in providing such assistance next toward reimbursement of CMCC for any payments under ARTICLE IV past due or withheld and cooperation as is requested applied pursuant to this paragraphARTICLE VII. The party initiating Any balance remaining will then be divided eighty percent (80%) to Licensee and twenty percent (20%) to CMCC. E. In the event that a declaratory judgment action alleging invalidity or carrying on such legal proceedings shall keep the other party informed non-infringement of any of the progress Patent Rights shall be brought against Licensee, CMCC, at its option, shall have the right, within thirty (30) days after commencement of such proceedings action, to intervene and said other party shall be entitled to counsel participate along with Licensee in such proceedings but the defense of the action at its own expense. F. In any infringement suit which either Party may institute to enforce the Patent Rights pursuant to this Agreement, the other Party hereto shall cooperate in all reasonable respects and, to the extent reasonably possible, have its employees testify when requested and make available relevant records, papers, information, samples, specimens, and the like. G. Licensee shall, during the exclusive period of this Agreement, have the sole right subject to the terms and conditions hereof to sublicense any alleged infringer for future use of the Patent Rights to the extent licensed by this Agreement. Any award upfront fees paid by third parties to Licensee as the result part of such proceedings (whether by way of settlement or otherwise) shall first be applied to reimbursement of the unreimbursed legal fees and expenses incurred by either party and then the remainder a sublicense shall be divided shared between Licensee and CMCC in accordance with the parties terms of ARTICLE IV, Paragraph C as follows: (a) (i) If the amount is based on lost profits, CEREBROTEC shall receive an amount equal to the damages the court determines CEREBROTEC has suffered as a result of the infringement less the amount of any royalties that would have been due GENERAL on sales of PRODUCT lost by CEREBROTEC as a result of the infringement had CEREBROTEC made such sales; andif they were Sublicensee Payments under this Agreement.

Infringement. 7.1 GENERAL will protect its PATENT RIGHTS and JOINT PATENT RIGHTS from infringement and prosecute infringers when, in its sole judgement, such action may be reasonably necessary, proper and justified. 7.2 If CEREBROTEC shall have supplied GENERAL with written evidence demonstrating to GENERAL'S reasonable satisfaction prima facie (a) In the event a claim of infringement of a patent, copyright, license or other proprietary right relating to the Proprietary Information is brought against GEMACO, GEMACO shall have the option to terminate this Agreement upon delivery of written notice to Sharps. The parties agree that the intent of this Paragraph 4(a) is to allow GEMACO and its counsel to evaluate the merits of such a claim and, if GEMACO determines that it is risking significant liability in continuing to manufacture and sell the Playing Cards, then GEMACO may terminate this Agreement to avoid such liability. (b) If, as a result of any claim of infringement of a PATENT RIGHT patent, copyright, license or other proprietary right relating to the Proprietary Information, GEMACO is temporarily restrained or enjoined from using the Proprietary Information, Sharps shall not be entitled to the payment of any royalties while such temporary restraining order or injunction is in effect unless GEMACO continues to manufacture and sell the LICENSE FIELD by a third partyPlaying Cards and the Proprietary Information, CEREBROTEC may by notice request GENERAL to take steps to protect the PATENT RIGHT. GENERAL in which case royalties shall notify CEREBROTEC within three (3) months of the receipt of such notice whether GENERAL intends to prosecute the alleged infringement. If GENERAL notifies CEREBROTEC that it intends to so prosecute, GENERAL shall, within three (3) months of its notice to CEREBROTEC either (i) cause infringement to terminate or (ii) initiate legal proceedings against the infringercontinue. In the event GENERAL notifies CEREBROTEC that GENERAL does not intend a permanent nonappealable injunction is granted enjoining GEMACO from manufacturing and selling the Playing Cards, then this Agreement shall terminate upon the issuance of such permanent injunction. The provisions of this Section shall apply only to prosecute said the infringement CEREBROTEC may, upon notice to GENERAL, initiate legal proceedings against the infringer at CEREBROTEC's expense and in GENERAL's name if so required which is caused by law. No settlement, consent judgment or other voluntary final disposition use of the * Confidential treatment has been requested with respect Proprietary Information. GEMACO agrees to certain portions of this exhibittake any reasonable actions required to be taken if by taking such action infringement that can be avoided. Such portions are marked with a "[*]" in place of the redacted language. Omitted portions are filed separately with the Securities and Exchange Commission. suit which invalidates or restricts the claims of such PATENT RIGHTS and/or JOINT PATENT RIGHTS may be entered into without the consent of GENERAL, which consent shall If Sharps chooses not be unreasonable withheld. CEREBROTEC shall indemnify GENERAL against any order for payment that may be made against GENERAL to defend GEMACO in such proceedings. 7.3 In action, it shall so notify GEMACO in writing. GEMACO may then defend the event one party shall initiate or carry on legal proceedings to enforce any PATENT RIGHT against any alleged infringer, the other party shall fully cooperate with and supply all assistance reasonably requested by the party initiating or carrying on such proceedings. The party which institutes any suit action at its expense to protect or enforce a PATENT RIGHT shall have sole control of that suit its exclusive license granted hereunder, and shall bear the reasonable expenses (excluding legal fees) incurred by said other party in providing such assistance and cooperation as is requested pursuant to this paragraph. 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 GEMACO shall be entitled to counsel any award or relief granted by the court pursuant to such action. (c) If any party other than GEMACO or the United States Playing Card Company uses the Proprietary Information to manufacture and sell playing cards during the term of this Agreement, then GEMACO shall be entitled to continue to use the Proprietary Information to manufacture and sell the Playing Cards during the period of such infringing use. GEMACO shall notify Sharps prior to any suspension of royalties. Sharps shall not be entitled to the payment of any royalties until it restores to GEMACO the exclusive license granted hereunder, or until Sharps files suit in such proceedings but an effort to stop the infringing use. If suit is filed by Sharps, royalties shall be paid while the action is pending. If Sharps chooses not to bring an action against the infringing party, it shall so notify GEMACO in writing. GEMACO may then bring an action at its own expenseexpense against the infringing party to protect its exclusive license granted hereunder, and GEMACO shall be entitled to any award or relief granted by the court pursuant to such action. Any award paid by third parties as the result of If GEMACO and Sharps agree to jointly pursue an infringement action, then any recovery from such proceedings (whether by way of settlement or otherwise) suit shall first be applied to reimbursement of the unreimbursed legal fees divided pro rata between GEMACO and Sharps based upon expenses incurred by either party and then the remainder shall be divided between the parties as follows: (a) (i) If the amount is based on lost profits, CEREBROTEC shall receive an amount equal to the damages the court determines CEREBROTEC has suffered as a result of the infringement less the amount of any royalties that would have been due GENERAL on sales of PRODUCT lost by CEREBROTEC as a result of the infringement had CEREBROTEC made such sales; andeach party.

Infringement. 7.1 GENERAL will protect its Company shall have the first right, but not the obligation, to enforce any patent within the PATENT RIGHTS against any infringement or alleged infringement thereof in the LICENSED FIELD, and JOINT PATENT RIGHTS from infringement and prosecute infringers when, in its sole judgement, such shall at all times keep SDRMI informed as to the status thereof. Before Company commences an action may be reasonably necessary, proper and justified. 7.2 If CEREBROTEC shall have supplied GENERAL with written evidence demonstrating respect to GENERAL'S reasonable satisfaction prima facie any infringement of a claim such patents, Company shall give careful consideration to the views of a PATENT RIGHT SDRMI and to potential effects on the public interest in the LICENSE FIELD by a third partymaking its decision whether or not to ▇▇▇. Thereafter, CEREBROTEC may by notice request GENERAL to take steps to protect the PATENT RIGHT. GENERAL shall notify CEREBROTEC within three (3) months of the receipt of such notice whether GENERAL intends to prosecute the alleged infringement. If GENERAL notifies CEREBROTEC that it intends to so prosecute, GENERAL shall, within three (3) months of its notice to CEREBROTEC either (i) cause infringement to terminate or (ii) initiate legal proceedings against the infringer. In the event GENERAL notifies CEREBROTEC that GENERAL does not intend to prosecute said infringement CEREBROTEC Company may, upon notice at its own expense, institute suit against any such infringer or alleged infringer and control and defend such suit in a manner consistent with the terms and provisions hereof and recover any damages, awards or settlements resulting therefrom, subject to GENERALParagraph 4.5. However, initiate legal proceedings against the infringer at CEREBROTEC's expense and in GENERAL's name if so required by law. No no settlement, consent judgment or other voluntary final disposition of the * Confidential treatment has been requested with respect to certain portions of this exhibit. Such portions are marked with a "[*]" in place of the redacted language. Omitted portions are filed separately with the Securities and Exchange Commission. suit which invalidates or restricts the claims of such PATENT RIGHTS and/or JOINT PATENT RIGHTS may be entered into without the prior written consent of GENERALSDRMI, which consent shall not be unreasonable withheldunreasonably withheld unless such settlement amounts to a permitted sublicense hereunder. CEREBROTEC This right to ▇▇▇ for infringement shall indemnify GENERAL against not be used in an arbitrary or capricious manner. SDRMI shall reasonably cooperate in any order such litigation (including, without limitation, joining such action as a party plaintiff if necessary or desirable for payment that may be made against GENERAL in initiation or continuation of such proceedings. 7.3 In the event one party shall initiate or carry on legal proceedings action) at Company expense for SDRMI out-of-pocket expenses. If Company elects not to enforce any patent within the PATENT RIGHT against any alleged infringerRIGHTS, the other party then it shall fully cooperate with so notify SDRMI in writing within six (6) months of receiving notice that an infringement exists, and supply all assistance reasonably requested by the party initiating or carrying on if such proceedings. The party which institutes any suit to protect or enforce a PATENT RIGHT shall have infringement is commercially material, SDRMI may, in its sole control of that suit judgment and shall bear the reasonable expenses (excluding legal fees) incurred by said other party in providing such assistance and cooperation as is requested pursuant to this paragraph. The party initiating or carrying on such legal proceedings shall keep the other party informed of the progress of such proceedings and said other party shall be entitled to counsel in such proceedings but at its own expense, take steps to enforce any patent and control, settle, and defend such suit in a manner consistent with the terms and provisions hereof. Any award paid by third parties as the result of In such proceedings (whether by way of settlement or otherwise) event, Company shall first be applied to reimbursement of the unreimbursed legal fees and expenses incurred by either party and then the remainder shall be divided between the parties as follows: (a) (i) If the amount is based on lost profits, CEREBROTEC shall receive an amount equal to the damages the court determines CEREBROTEC has suffered as a result of the infringement less the amount of cooperate fully with SDRMI in connection with any royalties that would have been due GENERAL on sales of PRODUCT lost by CEREBROTEC as a result of the infringement had CEREBROTEC made such sales; andaction.

Infringement. 7.1 GENERAL will protect its PATENT RIGHTS GTx shall inform UTRC and JOINT PATENT RIGHTS from UTRC shall inform GTx, promptly in writing of any alleged assertion and/or claim of infringement of the Licensed Patents by a Third Party and prosecute infringers when, in its sole judgement, such action may be reasonably necessary, proper and justifiedof any available evidence thereof. 7.2 If CEREBROTEC GTx shall have supplied GENERAL with written evidence demonstrating the right, but shall not be obligated, to GENERAL'S reasonable satisfaction prima facie prosecute at its own expense all infringements of the Licensed Patents and, in furtherance of such right, UTRC hereby agrees that GTx may include UTRC as a party plaintiff in any such suit, without expense to UTRC. The total cost of any such infringement action commenced or defended by GTx shall be borne by GTx. After deduction of outstanding expenses, including attorneys fees of GTx, the balance remaining from any such recovery shall be divided equally between GTx and UTRC until UTRC shall have recovered in full any royalty payments to which it would have been otherwise entitled to receive hereunder, but for such infringement, and any remaining balance, if any, shall be retained by GTx. No settlement, consent, judgment or other voluntary dismissal of such suits may be entered into without the consent of UTRC, provided that such consent shall not be unreasonably withheld and that UTRC shall not condition such consent on an increase in payments to UTRC hereunder. 7.3 If within six (6) months after having been notified of an alleged infringement, GTx has not brought or is not diligently prosecuting an infringement action, or if GTx has notified UTRC at any time prior thereto of its intention not to bring suit against any alleged infringement of a claim of a PATENT RIGHT the Patents, then, and in those events only, UTRC shall have the LICENSE FIELD by a third partyright, CEREBROTEC may by notice request GENERAL but shall not be obligated, to take steps to protect the PATENT RIGHT. GENERAL shall notify CEREBROTEC within three (3) months prosecute at its own expense any infringement of the receipt of such notice whether GENERAL intends to prosecute the alleged infringement. If GENERAL notifies CEREBROTEC that it intends to so prosecuteLicensed Patents, GENERAL shall, within three (3) months of its notice to CEREBROTEC either (i) cause infringement to terminate or (ii) initiate legal proceedings against the infringer. In the event GENERAL notifies CEREBROTEC that GENERAL does not intend to prosecute said infringement CEREBROTEC and UTRC may, upon notice to GENERALfor such purposes, initiate legal proceedings against use the infringer at CEREBROTEC's expense and in GENERAL's name if so required by law. of GTx as party plaintiff No settlement, consent judgment or other voluntary final disposition of the * Confidential treatment has been requested with respect to certain portions of this exhibit. Such portions are marked with a "[*]" in place of the redacted language. Omitted portions are filed separately with the Securities and Exchange Commission. suit which invalidates or restricts the claims of such PATENT RIGHTS and/or JOINT PATENT RIGHTS may be entered into without the consent of GENERALGTx, which consent shall not unreasonably be unreasonable withheld. CEREBROTEC After deduction of outstanding expenses of UTRC, including attorney fees and any expenses of GTx, including attorney fees incurred prior to UTRC's pursuit of such infringement, the balance remaining from any such recovery shall indemnify GENERAL against any order for payment that may be made against GENERAL in such proceedingsdivided equally between GTx and UTRC. 7.3 7.4 In the event one party shall initiate or carry on legal proceedings to enforce any PATENT RIGHT against any alleged infringer, that GTx undertakes the other party shall fully cooperate with and supply all assistance reasonably requested by the party initiating or carrying on such proceedings. The party which institutes any suit to protect or enforce a PATENT RIGHT shall have sole control of that suit and shall bear the reasonable expenses (excluding legal fees) incurred by said other party in providing such assistance and cooperation as is requested pursuant to this paragraph. The party initiating or carrying on such legal proceedings shall keep the other party informed enforcement and/or defense of the progress Licensed Patents by litigation or an inter partes proceeding in the United States or a foreign country against a Third Party, GTx may withhold up to [ * ] of the payments otherwise thereafter due UTRC under Article 4 that are attributable to sales in the country where such proceedings litigation or inter partes proceeding takes place and said other party apply the same toward reimbursement of up to half of GTx's expenses, including reasonable attorneys' fees, in connection therewith. GTx may not withhold any portion of the payments due UTRC under Article 4 in the event that GTx undertakes the enforcement and/or defense of the Licensed Patents by litigation or an inter partes proceeding in the United States or a foreign country against an Affiliate, a Joint Alliance Party or a Residual Alliance Party. Any recovery of damages by GTx for each such suit shall be entitled to counsel in such proceedings but at its own expense. Any award paid by third parties as the result of such proceedings (whether by way of settlement or otherwise) shall applied first be applied to reimbursement of the unreimbursed legal fees and expenses incurred by either party and then the remainder shall be divided between the parties as follows: (a) (i) If the amount is based on lost profits, CEREBROTEC shall receive an amount equal to the damages the court determines CEREBROTEC has suffered as a result of the infringement less the amount of any royalties that would have been due GENERAL on sales of PRODUCT lost by CEREBROTEC as a result of the infringement had CEREBROTEC made such sales; andin

Infringement. 7.1 GENERAL will protect its PATENT RIGHTS and JOINT PATENT RIGHTS from infringement and prosecute infringers when, in its sole judgement, such action may be reasonably necessary, proper and justified. 7.2 A. If CEREBROTEC shall have supplied GENERAL with written evidence demonstrating any unmodified part of the Licensed Products provided to GENERAL'S reasonable satisfaction prima facie infringement Licensee by Licensor is alleged or held to infringe a proprietary right of a claim of a PATENT RIGHT in the LICENSE FIELD by a third party, CEREBROTEC may by notice request GENERAL to take steps to protect the PATENT RIGHT. GENERAL shall notify CEREBROTEC within three (3) months of the receipt of such notice whether GENERAL intends to prosecute the alleged infringement. If GENERAL notifies CEREBROTEC that it intends to so prosecute, GENERAL Licensor shall, within three at its own expense, and in its sole discretion, either: (31) months procure for Licensee and the end-users or customers of Licensee the right to continue to use the allegedly infringing Licensed Products; or (2) replace or modify the Licensed Products to make them non-infringing. B. Licensor shall defend, at its notice own expense (or in Licensor's discretion, settle), indemnify and hold the Licensee harmless from and against any loss, injury, demand, cost, expense or claim (including reasonable attorneys' fees) arising out of any allegation that the Licensed Products infringe any patents, copyrights, trade secrets or other proprietary rights of any third party ("Claim of Infringement"), provided that the Licensee timely notifies Licensor in writing of any such claim, provided that failure to CEREBROTEC either timely notify Licensor shall not constitute a defense unless Licensor is harmed as a result. (i) cause infringement In furtherance of the foregoing, Licensor agrees to terminate defend any claims or suits brought against the Licensee, and will indemnify and hold harmless such Licensee against any award of damages and costs made against Licensee by settlement or a final judgment of a court of competent jurisdiction in any suit at law or in equity insofar as, and only to the extent that, the same is based on a claim by any Person (other than USO, BN or any of their respective Affiliates) that the Licensed Products owned and delivered by Licensor or any direct or indirect subsidiary under this Agreement infringe any patent issued by any country within the Territory (a "Patent Infringement Claim"). The Licensee shall give Licensor prompt written notice of any Patent Infringement Claim against Licensee. Licensor shall give Licensee prompt written notice of any Patent Infringement Claims against Licensor. (ii) initiate legal proceedings against Licensor shall have control over the infringer. In defense of any Patent Infringement Claim, including appeals, negotiations and the event GENERAL notifies CEREBROTEC right to effect a settlement or compromise thereof, provided that GENERAL does (i) Licensor may not intend partially settle any Patent Infringement Claim without the written consent of Licensee, unless such settlement releases Licensee fully from such claim, (ii) Licensor shall promptly provide Licensee with copies of all pleadings or similar document relating to prosecute said infringement CEREBROTEC mayany Patent Infringement Claim, upon notice to GENERAL, initiate legal proceedings against (iii) Licensor shall consult with the infringer at CEREBROTEC's expense and in GENERAL's name if so required by law. No settlement, consent judgment or other voluntary final disposition of the * Confidential treatment has been requested Licensee with respect to certain portions the defense and settlement of this exhibit. Such portions are marked with any Patent Infringement Claim, and (iv) in any litigation to which Licensee is a "[*]" in place of the redacted language. Omitted portions are filed separately with the Securities and Exchange Commission. suit which invalidates or restricts the claims of such PATENT RIGHTS and/or JOINT PATENT RIGHTS may be entered into without the consent of GENERALparty, which consent shall not be unreasonable withheld. CEREBROTEC shall indemnify GENERAL against any order for payment that may be made against GENERAL in such proceedings. 7.3 In the event one party shall initiate or carry on legal proceedings to enforce any PATENT RIGHT against any alleged infringer, the other party shall fully cooperate with and supply all assistance reasonably requested by the party initiating or carrying on such proceedings. The party which institutes any suit to protect or enforce a PATENT RIGHT shall have sole control of that suit and shall bear the reasonable expenses (excluding legal fees) incurred by said other party in providing such assistance and cooperation as is requested pursuant to this paragraph. 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 Licensee shall be entitled to counsel in such proceedings but be separately represented at its own expense by counsel of its own selection. (iii) Should any Licensed Products become or, in Licensor's opinion, be likely to become, the subject of any Patent Infringement Claim, Licensor shall, at its sole option and expense. Any award paid by third parties as the result , and for purposes of such proceedings (whether by way of settlement eliminating or otherwise) shall first be applied to reimbursement of the unreimbursed legal fees and expenses incurred by either party and then the remainder shall be divided between the parties as follows: mitigating any indemnification obligations hereunder (a) procure the right for the Licensee to continue using the Licensed Products or (ib) If replace or modify such Licensed Products so that they become non-infringing (provided that the amount provisions of this paragraph D shall apply to any such modified Licensed Products). (iv) Licensor shall have no liability for any Patent Infringement Claim or any other claim of intellectual property infringement or trade secret misappropriation to the extent (A) such infringement is based on lost profitsupon adherence to specifications, CEREBROTEC shall receive designs or instructions furnished by Licensee, (B) such claim is based upon the combination, operation or use of any Licensed Products with products or content owned by any Person other than Licensor, (C) such claim is based upon the combination by the Licensee of any Licensed Products or modification of any products or content supplied by any Person other than Licensor, (D) such claim is based upon an amount equal to authorized Licensee's use of a Licensed Product in a manner which is inconsistent with the damages the court determines CEREBROTEC has suffered as terms of this Agreement and if such infringement would not have occurred except for such use or (E) such claim is based upon use of a result version of the infringement less Licensed Products other than the amount latest version of any royalties that would the Licensed Products, if such claim could have been due GENERAL on sales of PRODUCT lost avoided by CEREBROTEC as a result use of the infringement had CEREBROTEC latest version and such latest version has been made such sales; andreasonably available to Licensee in accordance with the terms of this Agreement.

Infringement. 7.1 GENERAL will protect its PATENT RIGHTS 6.2.3.1 Cortex and JOINT PATENT RIGHTS from infringement and prosecute infringers when, AEC shall promptly notify the other in its sole judgement, such action may be reasonably necessary, proper and justified. 7.2 If CEREBROTEC shall have supplied GENERAL with written evidence demonstrating to GENERAL'S reasonable satisfaction prima facie writing of any actual alleged or threatened infringement of a claim Cortex Patents and/or Cortex Know-How of a PATENT RIGHT in the LICENSE FIELD by a third partywhich they become aware. Cortex and AEC shall then confer and endeavor to reach agreement of who either of AEC or Cortex shall initiate action to prevent, CEREBROTEC may by notice request GENERAL to take steps to protect the PATENT RIGHT. GENERAL shall notify CEREBROTEC within three (3) months of the receipt of end or prosecute any such notice whether GENERAL intends to prosecute the alleged infringement. If GENERAL notifies CEREBROTEC that it intends the Parties do not agree on whether or how to so prosecute, GENERAL shall, proceed with enforcement activity within three (3) months of its notice to CEREBROTEC either (i) cause thirty (30) days following the notice of alleged infringement to terminate or (ii) initiate legal proceedings against ten (10) business days before the infringer. In time limit, if any, set forth in the event GENERAL notifies CEREBROTEC that GENERAL does not intend to prosecute said infringement CEREBROTEC mayappropriate laws and regulations for the filing of such actions, upon notice to GENERALwhichever comes first, initiate legal proceedings against the infringer at CEREBROTEC's expense and in GENERAL's name if so required by law. No settlement, consent judgment or other voluntary final disposition of the * Confidential treatment has been requested then Cortex may commence litigations within an additional thirty (30) day period with respect to certain portions of this exhibit. Such portions are marked with a "[*]" in place of the redacted language. Omitted portions are filed separately with the Securities and Exchange Commission. suit which invalidates alleged or restricts the claims of such PATENT RIGHTS and/or JOINT PATENT RIGHTS may be entered into without the consent of GENERAL, which consent shall not be unreasonable withheld. CEREBROTEC shall indemnify GENERAL against any order for payment that may be made against GENERAL in such proceedings. 7.3 In the event one party shall initiate or carry on legal proceedings to enforce any PATENT RIGHT against any alleged infringer, the other party shall fully cooperate with and supply all assistance reasonably requested by the party initiating or carrying on such proceedings. The party which institutes any suit to protect or enforce a PATENT RIGHT shall have sole control of that suit and shall bear the reasonable expenses (excluding legal fees) incurred by said other party in providing such assistance and cooperation as is requested pursuant to this paragraph. The party initiating or carrying on such legal proceedings shall keep the other party informed of the progress of such proceedings and said other party shall be entitled to counsel in such proceedings but threatened infringement at its own expense. Any award In the event that Cortex does not commence litigation, AEC may do so. In the event a Party brings an infringement action, the other Party shall cooperate fully, including, if required to bring such action, the furnishing of a power of attorney. Neither Party shall have the right to settle any patent infringement litigation under this Article in a manner that diminishes the rights or interests of the other Party without the express written consent of such other Party, such consent not to be unreasonably withheld or delayed. 3.1 may be withheld up to [*] percent ([*] %) by AEC for the country concerned by the litigation until the resolution of such litigation. Should such resolution result in the invalidity of the Cortex Patent and/or Know-How then such withheld royalties shall not be due by AEC to Cortex. Should such resolution not affect the validity of the Cortex Patent and/or Know-How then such withheld royalties shall be paid by third parties AEC to Cortex. It is understood and agreed that in case the action results in the award of recovery and/or damages of any nature whatsoever to the Party bringing the action as the result of stated hereabove (either AEC and Cortex), such proceedings (whether by way of settlement or otherwise) shall first be applied to reimbursement of the unreimbursed legal fees and expenses incurred by either party and then the remainder recovery and/or damages shall be divided between fully allocated to such Party. 6.2.3.2 In case of any Third Party claims against AEC resulting from the parties as follows: (a) use by AEC of Cortex Patents and Cortex Know-How in accordance with this Agreement, AEC shall promptly notify Cortex, and the Parties shall then confer and endeavor to reach an agreement on who either of AEC or Cortex shall defend AEC against such Third Party claim. If the Parties do not reach agreement on who would proceed with the defense thereof within (i) If thirty (30) days following the amount is based on lost profitsnotice of alleged infringement or (ii) ten business days before the time limit, CEREBROTEC if any, setforth in the appropriate laws and regulations for the filing of answers or defenses to such actions, whichever comes first, then Cortex may respond to such claim. In the event that Cortex does not respond, AEC may do so. In the event AEC defends against such claims the costs related to such defense shall receive an amount equal be borne [*] ([*] %- [*] %) by Cortex and AEC. Should such claim result in the payment by AEC (either by settlement or court decision) to the claiming Third Party of any damages whatsoever (including legal fees) such damages shall be borne [*] ([*]% -[*]%) by Cortex and AEC. It is understood and agreed that AEC shall not settle such Third Party claims without Cortex's prior approval, which shall not be unreasonably withheld. 3.1 may be withheld up to [*] percent ([*] %) for the court determines CEREBROTEC has suffered as a result country concerned by the litigation until the resolution of the infringement less litigation. Should such resolution result in the amount of any royalties that would have been due GENERAL on sales of PRODUCT lost by CEREBROTEC as a result invalidity of the infringement had CEREBROTEC made Cortex Patent and/or Know- How then such sales; andwithheld royalties shall not be due by AEC to Cortex. Should such resolution not affect the validity of the Cortex Patent and/or Know-How then such withheld royalties shall be paid by AEC to Cortex.

Infringement. 7.1 GENERAL will protect its PATENT RIGHTS 11.1 MATRIGEN shall have the first option to police the Licensed Patents and JOINT PATENT RIGHTS from Products against infringement by other parties within the Field of Use. This right includes the right to defend any action for declaratory judgment of noninfringement or invalidity as well as prosecuting, defending or settling all infringement and prosecute infringers when, in declaratory judgment actions at its sole judgement, such action may be reasonably necessary, proper expense and justified. 7.2 If CEREBROTEC shall have supplied GENERAL with written evidence demonstrating to GENERAL'S reasonable satisfaction prima facie infringement of a claim of a PATENT RIGHT in the LICENSE FIELD by a third party, CEREBROTEC may by notice request GENERAL to take steps to protect the PATENT RIGHT. GENERAL shall notify CEREBROTEC within three (3) months of the receipt of such notice whether GENERAL intends to prosecute the alleged infringement. If GENERAL notifies CEREBROTEC that it intends to so prosecute, GENERAL shall, within three (3) months through counsel of its notice to CEREBROTEC either (i) cause infringement to terminate or (ii) initiate legal proceedings against the infringer. In the event GENERAL notifies CEREBROTEC selection; provided, however, that GENERAL does not intend to prosecute said infringement CEREBROTEC may, upon notice to GENERAL, initiate legal proceedings against the infringer at CEREBROTEC's expense and in GENERAL's name if so required by law. No settlement, consent judgment or other voluntary final disposition of the * Confidential treatment has been requested with respect to certain portions of this exhibit. Such portions are marked with a "[*]" in place of the redacted language. Omitted portions are filed separately any such settlement shall only be made with the Securities advice and Exchange Commission. suit which invalidates or restricts the claims of such PATENT RIGHTS and/or JOINT PATENT RIGHTS may be entered into without the consent of GENERALMICHIGAN, which consent shall not be unreasonable unreasonably withheld. CEREBROTEC MICHIGAN shall indemnify GENERAL against provide reasonable assistance to MATRIGEN with respect to such actions, provided MATRIGEN shall reimburse MICHIGAN for out-of-pocket expenses incurred in connection with any order for payment that may be made against GENERAL in such proceedings. 7.3 assistance rendered at MATRIGEN’s request or reasonably required by MICHIGAN. In the event one MATRIGEN elects to institute any such action or suit, MICHIGAN shall consent to be named as a nominal party shall initiate or carry on legal proceedings therein. MICHIGAN retains the right to enforce any PATENT RIGHT against any alleged infringerparticipate, the other party shall fully cooperate with counsel of its own choosing and supply all assistance reasonably requested by the party initiating or carrying on such proceedings. The party which institutes any suit to protect or enforce a PATENT RIGHT shall have sole control of that suit and shall bear the reasonable expenses (excluding legal fees) incurred by said other party in providing such assistance and cooperation as is requested pursuant to this paragraph. The party initiating or carrying on such legal proceedings shall keep the other party informed of the progress of such proceedings and said other party shall be entitled to counsel in such proceedings but at its own expense, in any action under this Paragraph 11.1. 11.2 If MATRIGEN shall institute an action for infringement of a Licensed Patent or defend a declaratory judgment or other action with respect to a Licensed Patent, any portion of any resulting settlement payments or damages awarded which is received by MATRIGEN, less MATRIGEN’s actual outside attorney fees and other direct, out-of-pocket litigation expenses (not to include any compensation paid to employees of MATRIGEN or Sublicensees) paid and unrecovered by MATRIGEN, shall be paid 75 percent to MATRIGEN and 25 percent to MICHIGAN. 11.3 If MATRIGEN fails to take action to ▇▇▇▇▇ any alleged infringement of a Licensed Patent within 60 days of a reasonable request by MICHIGAN to do so (or within such shorter period which might be required to preserve the legal rights of MICHIGAN under the laws of any relevant government or political subdivision thereof), then MICHIGAN shall have the right to take such action (including prosecution of a suit) at its expense and MATRIGEN shall use reasonable efforts to cooperate in such action, at MATRIGEN’s expense. Any award paid by If MICHIGAN elects to institute any such action or suit, MATRIGEN agrees to be named as a nominal party therein at MICHIGAN’s request. MICHIGAN shall have the authority to settle on such terms as MICHIGAN shall determine, except that: (a) MICHIGAN shall not reach any settlement whereby it licenses a third parties as party under any Licensed Patents in the result Field of such proceedings Use without the consent of MATRIGEN, which consent can be withheld for any reason; and (whether by way of b) MICHIGAN shall not reach any settlement or otherwise) shall first be applied to reimbursement affecting the scope of the unreimbursed legal fees and Licensed Patents without the consent of MATRIGEN, which consent shall not be unreasonably withheld. MICHIGAN shall retain 100 percent of any recovery or settlement under this Paragraph 11.3, after reimbursement to MATRIGEN of any out-of-pocket expenses incurred by either party and then MATRIGEN at MICHIGAN’s request in furtherance of such action (such payment not to exceed the remainder recovery or settlement amounts actually received by MICHIGAN). 11.4 MATRIGEN shall be divided between the parties as follows: (a) (i) If the amount is based on lost profits, CEREBROTEC shall receive an amount equal to the damages the court determines CEREBROTEC has suffered as a result promptly notify MICHIGAN in writing in detail of the infringement less the amount discovery of any royalties that would have been due GENERAL on sales allegation by a third party of PRODUCT lost by CEREBROTEC as a result infringement resulting from the practice of Licensed Patents within the Fields of Use, and of the initiation of any legal action by MATRIGEN or by any third party with regard to any alleged infringement had CEREBROTEC made or noninfringement. MATRIGEN shall in a timely manner keep MICHIGAN informed and provide copies to MICHIGAN of all documents regarding all such sales; andproceedings or actions instituted by MATRIGEN.

Infringement. 7.1 GENERAL will protect its PATENT RIGHTS and JOINT PATENT RIGHTS from infringement and prosecute infringers when, in its sole judgement, such action may be reasonably necessary, proper and justified. 7.2 If CEREBROTEC shall have supplied GENERAL with written evidence demonstrating to GENERAL'S reasonable satisfaction prima facie infringement of a claim of a PATENT RIGHT in the LICENSE FIELD by a third party, CEREBROTEC may by notice request GENERAL to take steps to protect the PATENT RIGHT. GENERAL shall notify CEREBROTEC within three (3) months of the receipt of such notice whether GENERAL intends to prosecute the alleged infringement. If GENERAL notifies CEREBROTEC that it intends to so prosecute, GENERAL shall, within three (3) months of its notice to CEREBROTEC either (i) cause infringement to terminate or (ii) initiate legal proceedings against the infringer. 5.1 In the event GENERAL notifies CEREBROTEC that GENERAL does not intend to prosecute said infringement CEREBROTEC may, upon notice to GENERAL, initiate legal proceedings against the infringer at CEREBROTEC's expense and in GENERAL's name if so required by law. No settlement, consent judgment or other voluntary final disposition of the * Confidential treatment has been requested with respect to certain portions of this exhibit. Such portions are marked with a "[*]" in place of the redacted language. Omitted portions are filed separately with the Securities and Exchange Commission. suit which invalidates or restricts the claims of such PATENT RIGHTS and/or JOINT PATENT RIGHTS may be entered into without the consent of GENERAL, which consent shall not be unreasonable withheld. CEREBROTEC shall indemnify GENERAL against any order for payment that may be made against GENERAL in such proceedings. 7.3 In the event one party shall initiate or carry on legal proceedings to enforce any PATENT RIGHT against any alleged infringer, the other party shall fully cooperate with and supply all assistance reasonably requested by the party initiating or carrying on such proceedings. The party which institutes any suit to protect or enforce a PATENT RIGHT shall have sole control of that suit and shall bear the reasonable expenses (excluding legal fees) incurred by said other party in providing such assistance and cooperation as is requested pursuant to this paragraph. The party initiating or carrying on such legal proceedings shall keep the other party informed of the progress of such proceedings and said other party shall be entitled to counsel in such proceedings but at its own expense. Any award paid by third parties as the result of such proceedings (whether by way of settlement or otherwise) shall first be applied to reimbursement of the unreimbursed legal fees and expenses incurred by either party and then the remainder shall be divided between the parties as followsthat: (a) any Licensed Patent is attacked or being a patent application is opposed; (ib) If any application for a patent is made by or any patent is granted to a third party by reason of which the amount is based on lost profits, CEREBROTEC shall receive an amount equal to the damages the court determines CEREBROTEC has suffered as a result third party may be granted or may have been granted rights which conflict with any of the rights granted to Licensee or its Affiliates under any Licensed Patent; (c) any unlicensed activities are carried on by any third party which could constitute an infringement less the amount of any royalties that would have Licensed Patent (which for the purposes of this clause 5 shall be deemed to include any patent (whether in application or granted) in respect of an Improvement of Licensor); or (d) any application is made for a compulsory licence under any Licensed Patent, the party to whose attention such activity has been due GENERAL on sales of PRODUCT lost by CEREBROTEC as a result drawn shall promptly inform the other party of the nature and extent of such known activity, following which Licensor and Licensee shall as soon as practicable consult together to decide what steps shall be taken to resolve the activity. 5.2 Licensor and Licensee shall take all steps as may be agreed by them under clause 5.1, including the institution of legal proceedings where necessary in the name of one of the parties or in the joint names of the Licensor and Licensee as appropriate. 5.3 If Licensor and Licensee fail to agree under clause 5.2 and subject to clause 5.4, Licensor shall have the right to take all steps to prevent the infringement had CEREBROTEC made of the Licensed Patent and Licensee shall, at Licensor's request and expense, render all reasonable assistance within Licensee's power. Licensor shall bear all costs in relation to any proceeding which are under the exclusive control of the Licensor and Licensor shall be entitled to retain for its own absolute benefit any damages, costs or other expenses awarded or recovered in any such sales; andproceedings. 5.4 If Licensor fails within 1 month to take those steps as are mentioned under clause 5.3 or if Licensor informs Licensee that Licensor does not intend to take any steps under clause 5.3, Licensee shall have the right and is authorised by Licensor to take those steps independently. In so doing Licensee shall not be taken as acting as the agent or in any way on behalf of Licensor but Licensor shall give all reasonable assistance at Licensee's expense to facilitate any proceedings by Licensee. Licensee shall bear all costs but shall be entitled to retain for its own absolute benefit any damages, costs or other expenses awarded or recovered in any such proceedings. 5.5 Nothing in this agreement shall constitute any representation that any Licensed Patent (if a patent application) shall proceed to grant or if granted shall be valid.

Infringement. 7.1 GENERAL will protect its PATENT RIGHTS 11.1 During the term of this Agreement, LICENSEE has the first option to police the Licensed Patents, Products and JOINT PATENT RIGHTS from Processes against infringement by other parties within the Territory and the Field of Use. This right to police includes defending any action for declaratory judgment of noninfringement or invalidity; and prosecuting, defending or settling all infringement and prosecute infringers whendeclaratory judgment actions at its expense and through counsel of its selection, except that LICENSEE shall make any such settlement only with the advice and consent of MICHIGAN. MICHIGAN shall provide reasonable assistance to LICENSEE with respect to such actions, but only if LICENSEE reimburses MICHIGAN for out-of-pocket expenses incurred in connection with any such assistance rendered at LICENSEE’s request or reasonably required by MICHIGAN. If LICENSEE elects to institute any such action or suit, MICHIGAN agrees to be named as a nominal party therein. MICHIGAN retains the right to participate, with counsel of its own choosing and at its own expense, in its sole judgement, such any action may be reasonably necessary, proper and justifiedunder this Paragraph 11.1. 7.2 11.2 If CEREBROTEC shall have supplied GENERAL with written evidence demonstrating to GENERAL'S reasonable satisfaction prima facie LICENSEE institutes an action for infringement of a claim Licensed Patent or defends a declaratory judgment or other action with respect to a Licensed Patent and receives settlement payments or damages awarded, LICENSEE may first recover (A) actual outside attorney fees and other direct, out-of-pocket litigation expenses (not to include any compensation paid to employees of LICENSEE or Affiliates) paid and unrecovered by LICENSEE, (B) compensation for violation of rights other than rights relating to the Licensed Patents, (C) enhanced damages for willfulness, including punitive or treble damages; from any sums remaining, MICHIGAN shall be entitled to one percent of the net sales of Products and Processes of other parties subject to any such settlement, verdict, or judgment. Amounts due to MICHIGAN under this Paragraph shall not exceed any such sums remaining. 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 otherwise due to MICHIGAN, exactly as if that share represented additional royalties due from LICENSEE, pursuant to Paragraph 4.5. 11.3 If LICENSEE fails to take action to ▇▇▇▇▇ any alleged infringement of a PATENT RIGHT in the LICENSE FIELD by a third party, CEREBROTEC may by notice request GENERAL to take steps to protect the PATENT RIGHT. GENERAL shall notify CEREBROTEC Licensed Patent within three six (36) months of a request by MICHIGAN to do so (or within a shorter period if required to preserve the receipt legal rights of MICHIGAN under the laws of any relevant government or political subdivision thereof), then MICHIGAN has the right to take such notice whether GENERAL intends action (including prosecution of a suit) at its expense and LICENSEE shall use reasonable efforts to prosecute the alleged infringementcooperate in such action, at LICENSEE’s expense. If GENERAL notifies CEREBROTEC MICHIGAN elects to institute any 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 determines, except that MICHIGAN shall not reach any settlement whereby it intends to so prosecute, GENERAL shall, within three (3) months licenses a third party under any Licensed Patents in the Territory and the Field of its notice to CEREBROTEC either (i) cause infringement to terminate or (ii) initiate legal proceedings against the infringer. In the event GENERAL notifies CEREBROTEC that GENERAL does not intend to prosecute said infringement CEREBROTEC may, upon notice to GENERAL, initiate legal proceedings against the infringer at CEREBROTEC's expense and in GENERAL's name if so required by law. No settlement, consent judgment or other voluntary final disposition of the * Confidential treatment has been requested with respect to certain portions of this exhibit. Such portions are marked with a "[*]" in place of the redacted language. Omitted portions are filed separately with the Securities and Exchange Commission. suit which invalidates or restricts the claims of such PATENT RIGHTS and/or JOINT PATENT RIGHTS may be entered into Use without the consent of GENERALLICENSEE, which consent shall not be unreasonable withheldLICENSEE can withhold for any reason. CEREBROTEC shall indemnify GENERAL against any order for payment that may be made against GENERAL in such proceedings. 7.3 In the event MICHIGAN retains one party shall initiate or carry on legal proceedings to enforce any PATENT RIGHT against any alleged infringer, the other party shall fully cooperate with and supply all assistance reasonably requested by the party initiating or carrying on such proceedings. The party which institutes any suit to protect or enforce a PATENT RIGHT shall have sole control of that suit and shall bear the reasonable expenses hundred percent (excluding legal fees100%) incurred by said other party in providing such assistance and cooperation as is requested pursuant to this paragraph. The party initiating or carrying on such legal proceedings shall keep the other party informed of the progress of such proceedings and said other party shall be entitled to counsel in such proceedings but at its own expense. Any award paid by third parties as the result of such proceedings (whether by way of settlement or otherwise) shall first be applied to reimbursement of the unreimbursed legal fees and expenses incurred by either party and then the remainder shall be divided between the parties as follows: (a) (i) If the amount is based on lost profits, CEREBROTEC shall receive an amount equal to the damages the court determines CEREBROTEC has suffered as a result of the infringement less the amount of any royalties that would have been due GENERAL on sales of PRODUCT lost by CEREBROTEC as a result of the infringement had CEREBROTEC made such sales; andrecovery or settlement under this

Infringement. 7.1 GENERAL will protect its PATENT RIGHTS and JOINT PATENT RIGHTS from 8.1. Each Party shall promptly report in writing to the other Parties during the term of this Agreement any infringement and prosecute infringers when, in its sole judgement, such action may be reasonably necessary, proper and justified. 7.2 If CEREBROTEC shall have supplied GENERAL with written evidence demonstrating to GENERAL'S reasonable satisfaction prima facie or suspected infringement of a claim any Patent, or unauthorized use or misappropriation of a PATENT RIGHT in the LICENSE FIELD Technology or patents by a third partyparty of which it becomes aware, CEREBROTEC may by notice request GENERAL and shall provide the other Party with all available evidence supporting said infringement, suspected infringement or unauthorized use or misappropriation. 8.2. Except as provided in Section 8.3, Cutanogen shall have the right to take steps to protect the PATENT RIGHT. GENERAL shall notify CEREBROTEC within three (3) months initiate an infringement suit or other appropriate action against any third party who at any time has infringed or is suspected of infringing any of the receipt Patents or of using without proper authorization all or any portion of Technology. Cutanogen shall give the Licensors sufficient advance written notice of its intent to initiate such action and the reasons therefor, and shall provide the Licensors with an opportunity to make suggestions and comments regarding such action, and if necessary the Licensors agree to be named as a nominal party therein, subject to the approval of the Attorney General of Ohio on behalf of UC and the General Counsel of SHC on behalf of SHC. Cutanogen shall keep the Licensors promptly informed of the status of any such action. Cutanogen shall have the sole and exclusive right to select counsel for and shall pay all expenses of such notice whether GENERAL intends action, subject to prosecute the alleged infringementapproval of the Attorney General of Ohio on behalf of UC and the General Counsel of SHC on behalf of SHC. If GENERAL notifies CEREBROTEC that it intends The Licensors shall offer reasonable assistance to so prosecuteCutanogen in connection therewith at no charge to Cutanogen except for reimbursement of reasonable out-of-pocket expenses. Cutanogen may settle any such action subject to prior approval of the Licensors, GENERAL shallwhich approval shall not be unreasonably withheld. Any damages, within three (3) months profits or awards of its notice whatever nature recovered from such action over and above expenses, including but not limited to CEREBROTEC either (i) cause infringement amounts paid to terminate or (ii) initiate legal proceedings against the infringerattorneys, shall be treated as Net Sales by Cutanogen under this Agreement's Section 6.2 for purposes of royalty calculations and payments. 8.3. In the event GENERAL notifies CEREBROTEC that GENERAL Cutanogen does not intend within twelve (12) months of a written request for action from the Licensors (a) secure cessation of the infringement, or (b) enter suit against the infringer, or (c) provide the Licensors with evidence of the pendency of a bona fide negotiation for the acceptance by the infringer of a sublicense under Patents, the Licensors shall have the right but not the obligation to prosecute said infringement CEREBROTEC may, upon notice to GENERAL, initiate legal proceedings take action against the infringer at CEREBROTEC's expense and in GENERAL's name if so required by law. No settlement, consent judgment or other voluntary final disposition of the * Confidential treatment has been requested with respect to certain portions of this exhibit. Such portions are marked with a "[*]" in place of the redacted language. Omitted portions are filed separately with the Securities and Exchange Commission. suit which invalidates or restricts the claims of such PATENT RIGHTS and/or JOINT PATENT RIGHTS may be entered into without the consent of GENERAL, which consent shall not be unreasonable withheld. CEREBROTEC shall indemnify GENERAL against any order for payment that may be made against GENERAL in such proceedings. 7.3 In the event one party shall initiate or carry on legal proceedings to enforce any PATENT RIGHT against any alleged infringer, the other party shall fully cooperate with and supply all assistance reasonably requested by the party initiating or carrying on such proceedings. The party which institutes any suit to protect or enforce a PATENT RIGHT shall have sole control of that suit and shall bear the reasonable expenses (excluding legal fees) incurred by said other party in providing such assistance and cooperation as is requested pursuant to this paragraph. The party initiating or carrying on such legal proceedings shall keep the other party informed of the progress of such proceedings and said other party shall be entitled to counsel in such proceedings but at its their own expense. Any award paid by third parties as Cutanogen shall offer reasonable assistance in connection with such action at no charge to the result of such proceedings (whether by way of settlement or otherwise) shall first be applied to Licensors except for the reimbursement of the unreimbursed legal fees and expenses incurred by either party and then the remainder reasonable out-of-pocket expenses. Any damages, profits or awards of whatever nature recovered from such action shall be divided between the parties as follows: (a) (i) If the amount is based on lost profits, CEREBROTEC shall receive an amount equal belong solely to the damages the court determines CEREBROTEC has suffered as a result of the infringement less the amount of any royalties that would have been due GENERAL on sales of PRODUCT lost by CEREBROTEC as a result of the infringement had CEREBROTEC made such sales; andLicensors.

Infringement. 7.1 GENERAL will protect its PATENT RIGHTS and JOINT PATENT RIGHTS from 22.1. So long as Licensee remains the exclusive licensee of any of the Patents in the Field of Use, Licensee shall have the right during the term of this Agreement to commence an action for infringement of any of those Patents against any third party for any infringement occurring within Carnegie Mellon/ Carmell License Final 16 the Field of Use, provided that Licensee shall provide Carnegie Mellon thirty (30) days’ prior written notice of such infringement and prosecute infringers whenof Licensee’s intent to file such action. Carnegie Mellon shall have the right at its own expense (subject to being reimbursed from any settlement amount or proceeds as provided herein) to appear in such action by counsel of its own selection. If required by the jurisdictional laws of the forum that any such action be prosecuted in the name of the owner of the Patent or that Carnegie Mellon be joined as a party-plaintiff, Carnegie Mellon shall voluntarily appear; provided that Licensee shall hold Carnegie Mellon harmless from, and indemnify Carnegie Mellon against any liability, damage, loss, or expense that Carnegie Mellon suffers or incurs, including Carnegie Mellon’s attorneys’ fees and expenses, in connection with, in consequence of or resulting from such action and that if such appearance could subject Carnegie Mellon to any unrelated action or claim of a third party or Licensee in that or any other jurisdiction, then Carnegie Mellon shall have the right to decline such appearance. All liability, damage, loss, or expense suffered or incurred by Carnegie Mellon in accordance with the preceding sentence, including reasonable compensation for the time of any Carnegie Mellon personnel, shall be paid by Licensee as the same as incurred by Carnegie Mellon. Settlement of any action brought by Licensee shall require the consent of Carnegie Mellon and Licensee, which neither shall unreasonably withhold from the other, and any settlement amount or recovery for damages shall be applied as follows: (a) first, to reimburse the parties for their unreimbursed expenses in connection with the litigation; and (b) second, Carnegie Mellon shall receive compensation for unreimbursed time of any Carnegie Mellon personnel involved in the action; and (c) third, Carnegie Mellon shall receive two and seven one hundreths percent (2.07%) of any monies remaining. 22.2. In the event that Licensee is unsuccessful in persuading an alleged infringer to desist and fails to initiate any infringement action contemplated by Section 22.l within a reasonable time after Licensee first becomes aware of the basis for such action, Carnegie Mellon shall have the right, in its sole judgementdiscretion, to prosecute such infringement action at its sole expense, provided that, before commencing any such action may be reasonably necessaryconcerning the Field of Use, proper Carnegie Mellon shall provide Licensee written notice of such infringement and justified. 7.2 If CEREBROTEC of Carnegie Mellon’s intent to file such action. Licensee shall have supplied GENERAL the right at its own expense to appear in such action by counsel of its own selection. If Carnegie Mellon provides Licensee with written evidence demonstrating to GENERAL'S reasonable satisfaction prima facie infringement of a claim of a PATENT RIGHT in the LICENSE FIELD by a third party, CEREBROTEC may by notice request GENERAL to take steps to protect the PATENT RIGHT. GENERAL shall notify CEREBROTEC within three (3) months of the receipt of such notice whether GENERAL intends and Licensee fails to prosecute initiate an action against such third party prior to the alleged infringement. If GENERAL notifies CEREBROTEC that it intends commencement of an action by Carnegie Mellon, then any settlement amount or recovery shall belong to so prosecuteCarnegie Mellon, GENERAL shall, within three (3) months of its notice to CEREBROTEC either (i) cause infringement to terminate or (ii) initiate legal proceedings against the infringer. In the event GENERAL notifies CEREBROTEC that GENERAL does not intend to prosecute and Carnegie Mellon may settle said infringement CEREBROTEC may, upon notice to GENERAL, initiate legal proceedings against the infringer at CEREBROTEC's expense and in GENERAL's name if so required by law. No settlement, consent judgment or other voluntary final disposition of the * Confidential treatment has been requested with respect to certain portions of this exhibit. Such portions are marked with a "[*]" in place of the redacted language. Omitted portions are filed separately with the Securities and Exchange Commission. suit which invalidates or restricts the claims of such PATENT RIGHTS and/or JOINT PATENT RIGHTS may be entered into action without the consent of GENERAL, which consent shall not be unreasonable withheld. CEREBROTEC shall indemnify GENERAL against any order for payment that may be made against GENERAL in such proceedingsLicensee. 7.3 In 22.3. Notwithstanding the event one party shall initiate pendency of any infringement (or carry on legal proceedings to enforce any PATENT RIGHT other) claim or action by or against any alleged infringerLicensee, the other party shall fully cooperate with and supply all assistance reasonably requested by the party initiating or carrying on such proceedings. The party which institutes any suit to protect or enforce a PATENT RIGHT Licensee shall have sole control no right to terminate or suspend (or escrow) payment of that suit and shall bear the reasonable expenses (excluding legal fees) incurred by said other party in providing such assistance and cooperation as is requested any amounts required to be paid to Carnegie Mellon pursuant to this paragraph. The party initiating or carrying on such legal proceedings shall keep the other party informed of the progress of such proceedings and said other party shall be entitled to counsel in such proceedings but at its own expense. Any award paid by third parties as the result of such proceedings (whether by way of settlement or otherwise) shall first be applied to reimbursement of the unreimbursed legal fees and expenses incurred by either party and then the remainder shall be divided between the parties as follows: (a) (i) If the amount is based on lost profits, CEREBROTEC shall receive an amount equal to the damages the court determines CEREBROTEC has suffered as a result of the infringement less the amount of any royalties that would have been due GENERAL on sales of PRODUCT lost by CEREBROTEC as a result of the infringement had CEREBROTEC made such sales; andAgreement.

Infringement. 7.1 GENERAL will protect (a) Amarin shall promptly notify Chemport of any suspected or threatened infringement, misappropriation or other unauthorized use of the Chemport Intellectual Property licensed by Chemport to Amarin under the Amarin License that comes to ▇▇▇▇▇▇’s attention. The notice shall set forth the facts of such suspected or threatened infringement in reasonable detail. Chemport shall have the sole right, but not the obligation, to institute, prosecute and control, at its PATENT RIGHTS 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 JOINT PATENT RIGHTS from infringement authority to control, file and prosecute infringers whenthe suit as necessary at Chemport’s expense. Amarin shall have the right to participate in the applicable action or proceeding with its own counsel at its own expense and without reimbursement hereunder. If Amarin elects to so participate, in its sole judgement, Chemport shall provide Amarin with an opportunity to consult regarding such action may be reasonably necessary, proper and justifiedor proceeding. 7.2 (b) If CEREBROTEC Chemport elects not to bring any action or proceeding for infringement, misappropriation or other unauthorized use of the Chemport Intellectual Property licensed by Chemport to Amarin under the Amarin License, then it shall promptly advise Amarin of its decision, and ▇▇▇▇▇▇ thereafter shall have supplied GENERAL with written evidence demonstrating the right, but not the obligation, to GENERAL'S 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 satisfaction prima facie infringement of a claim of a PATENT RIGHT 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 participate in the LICENSE FIELD applicable action or proceeding with its own counsel at its own expense and without reimbursement hereunder (except for any out-of-pocket costs and expenses incurred by Chemport following its joinder as a third party, CEREBROTEC may party to such action or proceeding pursuant to Amarin’s reasonable request or as required by notice request GENERAL to take steps to protect the PATENT RIGHT. GENERAL shall notify CEREBROTEC within three (3) months of the receipt of such notice whether GENERAL intends to prosecute the alleged infringementapplicable Legal Requirements). If GENERAL notifies CEREBROTEC Chemport elects to participate (but is not joined as a party to such action or proceeding), Amarin shall provide Chemport with an opportunity to consult regarding such action or proceeding. Amarin shall retain any damages or other monetary awards that it intends to so prosecute, GENERAL shall, within three recovers in pursuing any action under this Section 8.4(b). (3c) months of its notice to CEREBROTEC either (i) cause infringement to terminate or (ii) initiate legal proceedings against the infringer. In the event GENERAL notifies CEREBROTEC that GENERAL does not intend to prosecute said infringement CEREBROTEC may, upon notice to GENERAL, initiate legal proceedings against either Party exercises the infringer at CEREBROTEC's expense rights conferred in this Section 8.4 and in GENERAL's name if so required by law. No settlement, consent judgment recovers any damages or other voluntary final disposition of the * Confidential treatment has been requested with respect to certain portions of this exhibit. Such portions are marked with a "[*]" in place of the redacted language. Omitted portions are filed separately with the Securities and Exchange Commission. suit which invalidates or restricts the claims of such PATENT RIGHTS and/or JOINT PATENT RIGHTS may be entered into without the consent of GENERAL, which consent shall not be unreasonable withheld. CEREBROTEC shall indemnify GENERAL against any order for payment that may be made against GENERAL sums in such proceedings. 7.3 In the event one party shall initiate action or carry on legal proceedings to enforce any PATENT RIGHT against any alleged infringerproceeding or in settlement thereof, the such damages or other party shall fully cooperate with and supply all assistance reasonably requested by the party initiating or carrying on such proceedings. The party which institutes any suit to protect or enforce a PATENT RIGHT shall have sole control of that suit and shall bear the reasonable expenses (excluding legal fees) incurred by said other party in providing such assistance and cooperation as is requested pursuant to this paragraph. The party initiating or carrying on such legal proceedings shall keep the other party informed of the progress of such proceedings and said other party shall be entitled to counsel in such proceedings but at its own expense. Any award paid by third parties as the result of such proceedings (whether by way of settlement or otherwise) sums recovered shall first be applied to reimbursement of the unreimbursed legal fees all out-of-pocket costs and expenses incurred by either party the Parties in connection therewith (including attorneys fees), unless such Party is expressly not entitled to reimbursement under this Section 8.4. If such recovery is insufficient to cover all such costs and then expenses of both Parties, the remainder controlling Party’s costs shall be divided between paid in full first before any of the parties as follows: (a) (i) If the amount is based on lost profits, CEREBROTEC other Party’s costs. Each Party seeking reimbursement under this Section 8.4 shall receive an amount equal furnish promptly to the damages the court determines CEREBROTEC has suffered as a result other Party appropriate documentation of the infringement less the amount of any royalties that would have been due GENERAL on sales of PRODUCT lost by CEREBROTEC as a result of the infringement had CEREBROTEC made such sales; andits out-of-pocket costs and expenses incurred.

Infringement. 7.1 GENERAL 23.1 During the term of this Agreement, each party will protect promptly, and in any event no later than thirty (30) days, report in writing to the other party any actual or threatened infringement of any Patent comprising the Licensed Products of which it becomes aware. With respect to any such actual or threatened infringement in the Field or Use (each, an “Infringement”), each party will provide the other party with all available evidence supporting such actual or threatened Infringement (“Infringement Notice”). The parties will reasonably cooperate with each other to terminate or settle any such Infringement without litigation. (a) Licensee will have the first right to commence an action against any such Infringement anywhere in the world at its PATENT RIGHTS own expense, provided Licensee gives CWRU sufficient advance notice of its intent to take such action and JOINT PATENT RIGHTS from infringement the reasons therefor. Licensee will have the sole and prosecute infringers whenexclusive right to select counsel for any such Infringement action. Licensee shall bear all costs associated with such Infringement action (including but not limited to attorney’s fees) except that CWRU will cooperate with Licensee in bringing and pursuing such Infringement action as reasonably requested at no cost to Licensee except for reimbursement of reasonable out-of-pocket expenses incurred in rendering such cooperation. Licensee will keep CWRU promptly informed, in its sole judgementwill regularly consult with CWRU regarding the status of any such Infringement action, and will provide CWRU with copies of all documents filed in, and all material written communications relating to, such action may be Infringement action. If reasonably necessary, proper CWRU will join as a party to such Infringement action but will be under no obligation to participate except to the extent that such participation is required as the result of being a named party to the Infringement action. CWRU may, at its option and justified. 7.2 If CEREBROTEC shall have supplied GENERAL with written evidence demonstrating to GENERAL'S reasonable satisfaction prima facie infringement of a claim of a PATENT RIGHT expense, join Licensee in the LICENSE FIELD by a third party, CEREBROTEC may by notice request GENERAL to take steps to protect prosecution or defense of any such Infringement action. Licensee will not settle any such Infringement action without obtaining the PATENT RIGHT. GENERAL shall notify CEREBROTEC within three (3) months of the receipt of such notice whether GENERAL intends to prosecute the alleged infringement. If GENERAL notifies CEREBROTEC that it intends to so prosecute, GENERAL shall, within three (3) months of its notice to CEREBROTEC either (i) cause infringement to terminate or (ii) initiate legal proceedings against the infringer. In the event GENERAL notifies CEREBROTEC that GENERAL does not intend to prosecute said infringement CEREBROTEC may, upon notice to GENERAL, initiate legal proceedings against the infringer at CEREBROTEC's expense and in GENERAL's name if so required by law. No settlement, consent judgment or other voluntary final disposition of the * Confidential treatment has been requested with respect to certain portions of this exhibit. Such portions are marked with a "[*]" in place of the redacted language. Omitted portions are filed separately with the Securities and Exchange Commission. suit which invalidates or restricts the claims of such PATENT RIGHTS and/or JOINT PATENT RIGHTS may be entered into without the prior written consent of GENERALCWRU, which consent will not be unreasonably withheld. (b) If within one hundred and eighty (180) days from the date of the Infringement Notice, the alleged Infringement is not terminated or settled and Licensee has failed to bring any action against the alleged or actual infringer, then CWRU will have the right to bring an action against the alleged or actual infringer at its own expense. CWRU will have the sole and exclusive right to select counsel for any such Infringement action. CWRU shall bear all costs associated with such Infringement action (including but not limited to attorneys’ fees) except that Licensee will cooperate with CWRU in bringing and pursuing such Infringement action as reasonably requested at no cost to CWRU except for reimbursement of reasonable out-of-pocket expenses incurred in rendering such cooperation. CWRU will keep Licensee promptly informed, will regularly consult with Licensee regarding the status of any such Infringement action and will provide Licensee with copies of all documents filed in, and all material written communications relating to, such Infringement action. If reasonably necessary, Licensee will join as a party to such Infringement action but will be under no obligation to participate except to the extent that such participation is required as the result of being a named party to the Infringement action. Licensee may, at its option and expense, join CWRU in the prosecution or defense of such Infringement action. CWRU will not settle any such Infringement action without obtaining the prior written consent of Licensee, which consent will not be unreasonably withheld. (c) If a Third Party brings a law suit or proceeding against CWRU that seeks damages from CWRU based on an allegation(s) that the Licensed Technology infringes the intellectual property of said Third Party (a “Suit”), CWRU shall notify Licensee of such Suit and Licensee shall, at its option, undertake the defense of such Suit at Licensee’s own expense and with counsel reasonably acceptable to CWRU; provided that, Licensee shall not settle any such Suit without CWRU’s prior consent, which consent will not be unreasonable unreasonably withheld. CEREBROTEC CWRU shall indemnify GENERAL against any order for payment that may be made against GENERAL reasonably cooperate with Licensee in such proceedingsdefense. All reasonable costs and expenses incurred in connection with such cooperation will be borne by the Licensee. If (1) Licensee declines to undertake the defense of the Suit within thirty (30) days of notification thereof; or (2) Licensee fails to subsequently undertake and maintain the defense of the Suit or fails to settle such Suit within one hundred and eighty (180) days of its assumption of the defense thereof, then CWRU shall have the right, exercisable in the sole discretion of CWRU and upon advance notice to Licensee within thirty (30) days after the end of the applicable period in clause (1) or (2) above, to undertake the defense of the Suit at CWRU’s own expense and with counsel reasonably acceptable to Licensee; provided that CWRU shall not settle any such Suit without Licensee’s prior consent, which consent will not be unreasonably withheld. Licensee shall reasonably cooperate with CWRU in such defense. All reasonable costs and expenses incurred in connection with such cooperation will be borne by CWRU. Nothing in this Section 23.2(c) shall be construed as (1) obligating either party to resolve any dispute or to settle or defend any claim, suit or proceeding arising out of Licensee’s manufacture, use or sale of Licensed Products, or (2) prohibiting any party from, at its option and expense, joining in the defense of any Suit in which it is named a party. The party that has undertaken the defense of any Suit will keep the other party promptly informed, will regularly consult with the other party regarding the status of any such Suit and will provide the other party with copies of all documents filed in, and all material written communications relating to, such Suit. If the parties agree to grant a non-exclusive license to settle a Suit with a Third Party, the parties will negotiate in good faith to modify the terms of this Agreement (taking into account that a portion of the equity interest in Licensee originally allocated to CWRU was re-allocated to certain members of CWRU faculty), if necessary to address in an equitable manner the economic consequences of such non-exclusive license. 7.3 In 23.3 Any recovery, whether by way of settlement or judgment, from a Third Party pursuant to a legal proceeding initiated in accordance with Section 23.2 shall first be used to reimburse the party initiating such legal proceedings for its actual fees, costs and expenses incurred in connection with such proceeding. The balance of such recovery shall be divided seventy-five percent (75%) to the party that initiated the legal proceeding and twenty-five percent (25%) to the other party. 23.4 Without limiting the generality of Section 23.2, in the event one a party shall initiate initiates or carry on defends a legal proceedings proceeding pursuant to enforce any PATENT RIGHT against any alleged infringerSection 23, the other party shall cooperate fully cooperate with and supply all assistance reasonably requested by the party initiating or carrying on such proceedingsproceeding, including without limitation, joining the proceeding as a party if requested (at the initiating party’s sole cost). The Subject to Section 23.2, the party which that institutes any suit legal proceeding concerning any Patent pursuant to protect or enforce a PATENT RIGHT Section 23 shall have sole control of that suit and proceeding. 23.5 Notwithstanding the pendency of any Infringement (or other) claim or action by or against Licensee, Licensee shall bear the reasonable expenses have no right to terminate or suspend (excluding legal feesor escrow) incurred by said other party in providing such assistance and cooperation as is requested payment of any amounts required to be paid to CWRU pursuant to this paragraph. The party initiating or carrying on such legal proceedings shall keep the other party informed of the progress of such proceedings and said other party shall be entitled to counsel in such proceedings but at its own expense. Any award paid by third parties as the result of such proceedings (whether by way of settlement or otherwise) shall first be applied to reimbursement of the unreimbursed legal fees and expenses incurred by either party and then the remainder shall be divided between the parties as follows: (a) (i) If the amount is based on lost profits, CEREBROTEC shall receive an amount equal to the damages the court determines CEREBROTEC has suffered as a result of the infringement less the amount of any royalties that would have been due GENERAL on sales of PRODUCT lost by CEREBROTEC as a result of the infringement had CEREBROTEC made such sales; andAgreement.

Infringement. 7.1 GENERAL will protect its PATENT RIGHTS and JOINT PATENT RIGHTS from 13.1 The Parties agree to give each other prompt written notice of any infringement and prosecute infringers when, or other similar action in its sole judgement, such action may be reasonably necessary, proper and justifiedor affecting the Territory by a Third Person of the AMIH Marks known to them. 7.2 If CEREBROTEC shall have supplied GENERAL with written evidence demonstrating to GENERAL'S reasonable satisfaction prima facie infringement of a claim of a PATENT RIGHT in the LICENSE FIELD by a third party, CEREBROTEC may by notice request GENERAL to take steps to protect the PATENT RIGHT. GENERAL shall notify CEREBROTEC within three (3) months of the receipt of such notice whether GENERAL intends to prosecute the alleged infringement. If GENERAL notifies CEREBROTEC that it intends to so prosecute, GENERAL shall, within three (3) months of its notice to CEREBROTEC either (i) cause infringement to terminate or (ii) initiate legal proceedings against the infringer. 13.2 In the event GENERAL notifies CEREBROTEC that GENERAL does not intend to prosecute said of such infringement CEREBROTEC may, upon notice to GENERAL, initiate legal proceedings against the infringer at CEREBROTEC's expense and in GENERAL's name if so required by law. No settlement, consent judgment or other voluntary final disposition similar action, LMGC has the obligation to protect any of the * Confidential treatment Non-Canadian Marks which LMGC has been requested with respect using in the preceding 12 month period and the Canadian Marks in the Territory and may decide whether or not any action is necessary for such protection and what such action might be, taking into account the interests of both Parties. LMGC has the right to certain portions act in its own name or if necessary in the name of AMIH. For the term of this exhibitAgreement AMIH hereby LMGC a power of attorney in the form attached hereto as Schedule 3 to act on its behalf if any action in or out of court in connection with such actions is necessary. Such portions are marked with LMGC will select counsel, to which AMIH has no reasonable objection and AMIH will provide reasonable assistance, including by providing information, documents and things in response to discovery requests, by providing at mutually convenient times witnesses for discovery, depositions and trial testimony, and by permitting LMGC to cause AMIH to be named as a "[*]" party plaintiff or co-plaintiff in place of the redacted languageany litigation. Omitted portions are filed separately with the Securities All expenses, including any expenses incurred by AMIH to provide such assistance, shall be borne by LMGC and Exchange CommissionLMGC shall be entitled to any amounts awarded to LMGC or AMIH. suit which invalidates or restricts the claims LMGC shall not enter into any settlement of such PATENT RIGHTS and/or JOINT PATENT RIGHTS may be entered into actions without the written consent of GENERALAMIH, which consent shall not be unreasonable unreasonably withheld. 13.3 If any action or proceeding is brought or asserted by LMGC, under the authority granted to it under Article 13.2, LMGC will promptly notify AMIH in writing. CEREBROTEC shall indemnify GENERAL against any order for payment AMIH may assume and direct the action or proceeding only provided that may be made against GENERAL LMGC initiates no action or takes no action in such proceedings. 7.3 In the event one party shall initiate action or carry on legal proceedings to enforce any PATENT RIGHT against any alleged infringer, the other party shall fully cooperate with and supply all assistance reasonably requested by the party initiating or carrying on such proceedingsproceeding. The party which institutes any suit to protect or enforce a PATENT RIGHT shall have sole control of that suit and shall bear the reasonable expenses (excluding legal fees) incurred by said other party in providing such assistance and cooperation as is requested pursuant to this paragraph. The party initiating or carrying on such legal proceedings shall keep the other party informed Upon assumption of the progress of such proceedings action or proceeding by AMIH, all expenses shall be borne by AMIH and said other party AMIH shall be entitled to counsel in such proceedings but at its own expenseany amounts awarded to LMGC or AMIH. Any award paid by third parties as the result AMIH shall not enter into any settlement of such proceedings (whether by way actions without the written consent of settlement or otherwise) LMGC, which consent shall first not be applied to reimbursement of the unreimbursed legal fees and expenses incurred by either party and then the remainder shall be divided between the parties as follows: (a) (i) If the amount is based on lost profits, CEREBROTEC shall receive an amount equal to the damages the court determines CEREBROTEC has suffered as a result of the infringement less the amount of any royalties that would have been due GENERAL on sales of PRODUCT lost by CEREBROTEC as a result of the infringement had CEREBROTEC made such sales; andunreasonably withheld.

Infringement. 7.1 GENERAL will protect 8.1 LICENSEE or its SUBLICENSEE(s) has the right to prosecute in their own name and at their own expense any infringement of the PATENT RIGHTS, so long as the license is exclusive when the legal action is commenced. LICENSOR agrees to notify LICENSEE promptly of each infringement of the PATENT RIGHTS of which LICENSOR becomes aware. Before LICENSEE or its SUBLICENSEES commences an action for infringement, LICENSEE or SUBLICENSEE shall notify LICENSOR and JOINT carefully consider the views of LICENSOR and the public interest. 8.2 LICENSOR agrees to join, subject to the approval of the Ohio Attorney General, as a party plaintiff in any lawsuit initiated by LICENSEE, if requested by LICENSEE, with all costs, attorney fees and expenses to be paid by LICENSEE. 8.3 If LICENSEE undertakes to enforce and/or defend the PATENT RIGHTS from infringement by litigation, LICENSEE may withhold up to [***] percent ([***]%) of the payments otherwise thereafter due during the course of such litigation to LICENSOR under Article 3. LICENSEE may apply the amounts withheld to reimburse up to half of LICENSEE's litigation expenses, including reasonable attorneys’ fees. If LICENSEE recovers damages in the patent litigation, the award shall be applied first to satisfy LICENSOR’s and prosecute infringers whenLICENSEE’S unreimbursed expenses and legal fees for the litigation, and next to reimburse LICENSOR for any payments under Article 3 which are past due or were withheld pursuant to this Article 8. The remaining balance shall be shared in its sole judgementaccordance with the percentages described in Section 4.3, except for such action may amounts attributable for lost sales which amounts shall be reasonably necessary, proper and justifiedpaid in accordance with earned royalties described in Section 3.3. 7.2 If CEREBROTEC shall have supplied GENERAL with written evidence demonstrating to GENERAL'S reasonable satisfaction prima facie infringement of a claim of a PATENT RIGHT in the LICENSE FIELD by a third party, CEREBROTEC may by notice request GENERAL to take steps to protect the PATENT RIGHT. GENERAL shall notify CEREBROTEC within three (3) months of the receipt of such notice whether GENERAL intends to prosecute the alleged infringement. If GENERAL notifies CEREBROTEC that it intends to so prosecute, GENERAL shall, within three (3) months of its notice to CEREBROTEC either (i) cause infringement to terminate or (ii) initiate legal proceedings against the infringer. In the event GENERAL notifies CEREBROTEC that GENERAL does not intend to prosecute said infringement CEREBROTEC may, upon notice to GENERAL, initiate legal proceedings against the infringer at CEREBROTEC's expense and in GENERAL's name if so required by law. 8.4 No settlement, consent judgment or other voluntary final disposition of the * Confidential treatment has been requested with respect to certain portions of this exhibit. Such portions are marked with a "[*]" in place of the redacted language. Omitted portions are filed separately with the Securities and Exchange Commission. suit which invalidates or restricts the claims of such PATENT RIGHTS and/or JOINT PATENT RIGHTS may be entered into without the consent of GENERALLICENSOR’s consent, which consent shall not be unreasonable unreasonably withheld. CEREBROTEC shall indemnify GENERAL against any order for payment that may be made against GENERAL in such proceedings. 7.3 In the event one party shall initiate 8.5 If LICENSEE and its SUBLICENSEE(s) elect not to exercise their right to prosecute or carry on legal proceedings to enforce any PATENT RIGHT against any alleged infringer, the other party shall fully cooperate with and supply all assistance reasonably requested by the party initiating or carrying on such proceedings. The party which institutes any suit to protect or enforce a PATENT RIGHT shall have sole control of that suit and shall bear the reasonable expenses (excluding legal fees) incurred by said other party in providing such assistance and cooperation as is requested pursuant to this paragraph. The party initiating or carrying on such legal proceedings shall keep the other party informed defend an infringement of the progress of such proceedings and said other party shall be entitled to counsel in such proceedings but PATENT RIGHTS, LICENSOR may do so at its own expense. Any award paid by third parties as the result , controlling such action and retaining all recoveries. 8.6 If a declaratory judgment action alleging invalidity of such proceedings (whether by way of settlement or otherwise) shall first be applied to reimbursement any of the unreimbursed legal fees PATENT RIGHTS is brought against LICENSEE or LICENSOR, then LICENSOR, at its sole option, has the right to intervene and expenses incurred by either party and then take over the remainder shall be divided between the parties as follows: (a) (i) If the amount is based on lost profits, CEREBROTEC shall receive an amount equal to the damages the court determines CEREBROTEC has suffered as a result defense of the infringement less the amount of any royalties that would have been due GENERAL on sales of PRODUCT lost by CEREBROTEC as a result of the infringement had CEREBROTEC made such sales; andaction at its own expense.

Infringement. 7.1 GENERAL will protect its PATENT RIGHTS and JOINT PATENT RIGHTS from [12] Each Party shall promptly notify the other Party of any infringement of the Licensed Marks. If a Party files an infringement suit, the non-filing Party shall, at the filing Party’s request, join the filing Party in such action to redress and/or prevent such infringement and prosecute infringers whento provide reasonable cooperation in connection therewith. In such an action, the Party filing the suit shall control the proceedings and the Parties shall allocate fees, expenses, and recovery as follows: i. if the alleged infringement occurs in the Company Territory, Company shall be responsible for the fees and expenses and enjoy the recovery, if any; ii. if the alleged infringement occurs in the Licensee Territory, Licensee shall be responsible for the fees and expenses and enjoy the recovery, if any; or iii. if the alleged infringement occurs in both the Licensee Territory and the Company Territory, the Parties shall share the reasonable fees and expenses, [12] INFRINGEMENT Both licensee and licensor have an interest in finding and enforcing against unauthorized trademark use. The licensee does not want the unauthorized products to divert from its sole judgementsales. The licensor needs to worry about product quality and brand reputation (and the allegation of abandonment by naked licensing). Licensors will not want to give the licensee the option to bring any action with respect to the trademarks on its own as the licensor likely desires to make all legal decisions relating to the trademarks. Thus, such action parties tend to fight over these provisions a lot, even though they may be reasonably necessaryseldom invoked, proper because they can have large financial implications. Consequently, specifying in detail how each party should proceed if desiring to enforce against alleged infringement is a good idea. Generally speaking, non-exclusive licensees do not have standing to bring an infringement and justified. 7.2 If CEREBROTEC shall have supplied GENERAL with written evidence demonstrating to GENERAL'S reasonable satisfaction prima facie infringement recovery, if any, on a pro rata basis. action on behalf of a claim of a PATENT RIGHT in the LICENSE FIELD by licensor against a third party, CEREBROTEC may by notice request GENERAL to take steps to protect the PATENT RIGHT. GENERAL shall notify CEREBROTEC within three (3) months of the receipt of such notice whether GENERAL intends to prosecute the alleged infringement. If GENERAL notifies CEREBROTEC that it intends to so prosecute, GENERAL shall, within three (3) months of its notice to CEREBROTEC either (i) cause infringement to terminate or (ii) initiate legal proceedings against the infringer. In the event GENERAL notifies CEREBROTEC that GENERAL does not intend to prosecute said infringement CEREBROTEC may, upon notice to GENERAL, initiate legal proceedings against the infringer at CEREBROTEC's expense and in GENERAL's name if so required by law. No settlement, consent judgment or other voluntary final disposition of the * Confidential treatment has been requested with respect to certain portions of this exhibit. Such portions are marked with a "[*]" in place of the redacted language. Omitted portions are filed separately with the Securities and Exchange Commission. suit which invalidates or restricts the claims of such PATENT RIGHTS and/or JOINT PATENT RIGHTS may be entered into without the consent of GENERAL, which consent shall not be unreasonable withheld. CEREBROTEC shall indemnify GENERAL against any order for payment that may be made against GENERAL in such proceedings. 7.3 In the event one party shall initiate or carry on legal proceedings to enforce any PATENT RIGHT against any alleged infringer, the other party shall fully cooperate with and supply all assistance reasonably requested by the party initiating or carrying on such proceedings. The party which institutes any suit to protect or enforce a PATENT RIGHT shall have sole control of that suit and shall bear the reasonable expenses (excluding legal fees) incurred by said other party in providing such assistance and cooperation as is requested pursuant to this paragraph. The party initiating or carrying on such legal proceedings shall keep the other party informed of the progress of such proceedings and said other party shall be entitled to counsel in such proceedings but at its own expense. Any award paid by third parties as the result of such proceedings (whether by way of settlement or otherwise) shall first be applied to reimbursement of the unreimbursed legal fees and expenses incurred by either party and then the remainder shall be divided between the parties as follows: (a) (i) If the amount is based on lost profits, CEREBROTEC shall receive an amount equal to the damages the court determines CEREBROTEC has suffered as a result of the infringement less the amount of any royalties that would have been due GENERAL on sales of PRODUCT lost by CEREBROTEC as a result of the infringement had CEREBROTEC made such sales; and

Infringement. 7.1 GENERAL will protect its PATENT RIGHTS and JOINT PATENT RIGHTS If any of the Patents shall be declared to be infringing on another patent, declared invalid or revoked by a patent office, court or tribunal of competent jurisdiction, all Royalties shall cease to be payable in respect of the Patent or Patents held infringing, invalid or revoked as from infringement and prosecute infringers whenthe date of such declaration or revocation but, in its sole judgementif the decision of the court or tribunal making such declaration or revocation shall be reversed on appeal, the Royalties shall become payable from the date of such action may be reasonably necessary, proper and justifiedreversal together with all Royalties which would have been payable but for the adverse decision. 7.2 If CEREBROTEC The parties shall have supplied GENERAL with written evidence demonstrating to GENERAL'S reasonable satisfaction prima facie promptly inform each other of any infringement or suspected infringement of any of the Patents of which they become aware. 7.3 Transense may, but shall not be obliged to institute suit against a claim third party for infringement of the Patents or unlawful use of any portion of the Confidential Information within one month from a PATENT RIGHT request to do so by SmarTire and, if it does commence such suit, it shall pursue the same with reasonable dispatch. If Transense does not institute such suit within such period, SmarTire may, but shall not be obliged to institute such suit in the LICENSE FIELD name of Transense. 7.4 If Transense institutes and prosecutes to judgement any suit provided for in paragraph 7.3 hereof (and whether or not requested to do so by SmarTire), all recovery of damages in such lawsuits shall be payable to Transense unless otherwise agreed to in writing between the parties hereto. 7.5 If SmarTire institutes a suit for infringement of the Patents or unlawful use of the Confidential Information, all recovery of damages in such lawsuits shall be payable to SmarTire unless otherwise agreed to in writing between the parties hereto. 7.6 If both Transense and SmarTire jointly institute and prosecute to judgement any proceedings for unlawful use of the trade secrets herein above referred to, the parties hereto shall bear the cost of such lawsuit equally and all recovery of damages shall be payable equally to the parties hereto unless otherwise agreed to in writing. 7.7 Transense shall fully and effectively indemnify, defend and save harmless, SmarTire from all cost, damage, loss or expense suffered or incurred by SmarTire (including reasonable legal fees and disbursements invoiced to SmarTire), every action, suit or proceeding or claim instituted against SmarTire for infringement of the patent, copyright, trade secrets or other intellectual property rights of any third party, CEREBROTEC may by notice request GENERAL where such action, suit or proceeding or claim relates to take steps to protect the PATENT RIGHT. GENERAL shall notify CEREBROTEC within three (3) months SmarTire's use, manufacture and/or sale of the receipt Technology as incorporated into the Products as contemplated herein. 7.8 Transense shall have control of the defense of such notice whether GENERAL intends to prosecute lawsuit as specified in Clause 7.7. SmarTire shall assist Transense, at Transense's sole cost, in the alleged infringement. If GENERAL notifies CEREBROTEC that it intends to so prosecute, GENERAL shall, within three (3) months of its notice to CEREBROTEC either (i) cause infringement to terminate or (ii) initiate legal proceedings against the infringer. In the event GENERAL notifies CEREBROTEC that GENERAL does not intend to prosecute said infringement CEREBROTEC may, upon notice to GENERAL, initiate legal proceedings against the infringer at CEREBROTEC's expense and in GENERAL's name if so required by law. No settlement, consent judgment or other voluntary final disposition of the * Confidential treatment has been requested with respect to certain portions of this exhibit. Such portions are marked with a "[*]" in place of the redacted language. Omitted portions are filed separately with the Securities and Exchange Commission. suit which invalidates or restricts the claims defense of such PATENT RIGHTS and/or JOINT PATENT RIGHTS suit or action by providing information and witnesses as needed. SmarTire shall have the right to be represented by its own counsel at its expense. 7.9 Transense may be entered into not settle any lawsuit without the consent of GENERALSmarTire, which consent shall not be unreasonable withheld. CEREBROTEC shall indemnify GENERAL against if by such settlement SmarTire becomes obliged to make any order for payment that may be made against GENERAL monetary payment, to transfer any property or interest in such proceedingsproperty, or become subject to an injunction. 7.3 In the event one party shall initiate or carry on legal proceedings to enforce any PATENT RIGHT against any alleged infringer, the other party shall fully cooperate with and supply all assistance reasonably requested by the party initiating or carrying on such proceedings. The party which institutes any suit to protect or enforce a PATENT RIGHT shall have sole control of that suit and shall bear the reasonable expenses (excluding legal fees) incurred by said other party in providing such assistance and cooperation as is requested pursuant to this paragraph. The party initiating or carrying on such legal proceedings shall keep the other party informed of the progress of such proceedings and said other party shall be entitled to counsel in such proceedings but at its own expense. Any award paid by third parties as the result of such proceedings (whether by way of settlement or otherwise) shall first be applied to reimbursement of the unreimbursed legal fees and expenses incurred by either party and then the remainder shall be divided between the parties as follows: (a) (i) If the amount is based on lost profits, CEREBROTEC shall receive an amount equal to the damages the court determines CEREBROTEC has suffered as a result of the infringement less the amount of any royalties that would have been due GENERAL on sales of PRODUCT lost by CEREBROTEC as a result of the infringement had CEREBROTEC made such sales; and

Infringement. 7.1 GENERAL will protect its PATENT RIGHTS and JOINT PATENT RIGHTS from infringement and prosecute infringers when, in its sole judgement, such action may be reasonably necessary, proper and justified. 7.2 If CEREBROTEC shall have supplied GENERAL with written evidence demonstrating to GENERAL'S reasonable satisfaction prima facie 6.1 In the event of a third party infringement of the DSI Patents, the Parties will act collectively to adopt a claim of a PATENT RIGHT in common position to put an end to the LICENSE FIELD by a third party, CEREBROTEC may by notice request GENERAL to take steps to protect the PATENT RIGHT. GENERAL shall notify CEREBROTEC within three (3) months of the receipt of such notice whether GENERAL intends to prosecute the alleged said infringement. If GENERAL notifies CEREBROTEC that it intends to so prosecute, GENERAL shall, within three (3) months of its notice to CEREBROTEC either (i) cause infringement to terminate or (ii) initiate legal proceedings against the infringer. In the event GENERAL notifies CEREBROTEC that GENERAL does the Co-owners decide not intend to prosecute said infringement CEREBROTEC maytake legal action, upon notice the Co-owners will authorise EDS, provided that the Licence is still exclusive, to GENERAL, initiate commence any legal proceedings against action for the infringer at CEREBROTEC's expense and in GENERAL's name if so required by law. No settlement, consent judgment or other voluntary final disposition enforcement of the * Confidential treatment intellectual property rights attached to the DSI Patents at EDS's own risk and expense, but to EDS's sole advantage. In consideration of what has been requested stated previously, the Parties will register this Agreement with respect to certain portions the Institut National de la Propriété Intellectuelle (National Institute of Intellectual Property) and with the national registers of the country where the first action is taken. It is understood that, irrespective of the result of the legal action undertaken by EDS, in accordance with article 6.1 of this exhibit. Such portions are marked with a "[*]" agreement, EDS is forbidden to prejudice the Licence and especially the obligations stated in place of the redacted language. Omitted portions are filed separately with the Securities and Exchange Commission. suit which invalidates or restricts the claims of such PATENT RIGHTS and/or JOINT PATENT RIGHTS may be entered into without the consent of GENERAL, which consent shall not be unreasonable withheld. CEREBROTEC shall indemnify GENERAL against any order for payment that may be made against GENERAL in such proceedingsarticle 4. 7.3 6.2 In the event one party shall initiate or carry on legal proceedings that EDS is threatened with an infringement action in the performance of this Agreement, EDS will immediately advise the Co-owners and the Parties will act collectively to enforce any PATENT RIGHT establish the line of conduct to be adopted. In addition, if the infringement action is effectively exercised against any alleged infringerEDS, in relation to the method covered by the DSI Patents, the other party shall fully cooperate Co-owners will support EDS with technical and supply all assistance reasonably requested by legal assistance, as far as they are able, to provide a defence. In the party initiating or carrying on such proceedingsevent of a judgement against EDS, EDS may not claim any indemnity from the Co-owners. The Co-owners will, however, during the three years following the date of signature of this Agreement, allow EDS to deduct from the royalties due under this Agreement, a sum of money corresponding to the expenses spent by EDS for its defence, limited to half of the royalties due under the current Agreement. It is specified that, irrespective of the eventual consequences of such an adverse judgement on the Patents, the financial terms of the Licence and in particular, the obligations to pay the royalties specified in article 4, will not be prejudiced. In addition, if it were established that a third party which institutes any suit had filed a valid patent, prior to protect or enforce the DSI Patents in a PATENT RIGHT shall have sole control of that suit given territory, and shall bear this fact were to oblige EDS to sign a patent licence with the reasonable expenses (excluding legal fees) incurred by said other third party in providing such assistance and cooperation as is requested pursuant order to this paragraph. The party initiating or carrying on such legal proceedings shall keep continue to market the other party informed products concerned in that territory; in that event, the products EDS sells in that territory would no longer be included in the basis of the progress of such proceedings and said other party shall be entitled to counsel in such proceedings but at its own expense. Any award paid by third parties as the result of such proceedings (whether by way of settlement or otherwise) shall first be applied to reimbursement of the unreimbursed legal fees and expenses incurred by either party and then the remainder shall be divided between the parties as follows: (a) (i) If the amount is based on lost profits, CEREBROTEC shall receive an amount equal calculation for royalties due to the damages the court determines CEREBROTEC has suffered as a result of the infringement less the amount of any royalties that would have been due GENERAL on sales of PRODUCT lost by CEREBROTEC as a result of the infringement had CEREBROTEC made such sales; andCo-owners.

Infringement. 7.1 GENERAL will protect its PATENT RIGHTS and JOINT PATENT RIGHTS from infringement and prosecute infringers when(a) NDCHealth shall promptly notify the Coordinating Committee in the event NDCHealth determines that any Arclight Trademark or Arclight Technology is being infringed, in its sole judgementmisappropriated, violated or adversely affected by any unauthorized or unlawful use by any third party (each, a “Potential Infringement”). The Coordinating Committee shall then meet as soon as reasonably practicable to discuss such action may be reasonably necessary, proper and justifiedPotential Infringement. 7.2 If CEREBROTEC shall have supplied GENERAL with written evidence demonstrating to GENERAL'S reasonable satisfaction prima facie infringement of a claim of a PATENT RIGHT in (b) In the LICENSE FIELD by a third party, CEREBROTEC may by notice request GENERAL event both NDCHealth and Arclight elect to take steps action to protect the PATENT RIGHT. GENERAL shall notify CEREBROTEC within three (3) months of the receipt of prevent such notice whether GENERAL intends Potential Infringement and to prosecute the alleged infringement. If GENERAL notifies CEREBROTEC that it intends Person(s) responsible therefor, then the parties shall cooperate in good faith with respect thereto and share equally the costs thereof and all recoveries therefrom (except to so prosecute, GENERAL shall, within three the extent otherwise agreed by the parties). (3c) months of its notice to CEREBROTEC either (i) cause infringement to terminate or (ii) initiate legal proceedings against the infringer. In the event GENERAL notifies CEREBROTEC that GENERAL does Arclight, but not intend NDCHealth, elects to take action to prevent such Potential Infringement and to prosecute said infringement CEREBROTEC maythe Person(s) responsible therefor, then all costs thereof shall be borne by Arclight, and all recoveries therefrom shall be the sole and exclusive property of Arclight. NDCHealth shall, upon notice the request of and at the cost of Arclight, assist Arclight to GENERALthe extent reasonably necessary in any action taken pursuant to this Section 2.9(c). (d) In the event NDCHealth, initiate legal proceedings against but not Arclight, elects to take action to prevent such Potential Infringement and to prosecute the infringer Person(s) responsible therefor, then all costs thereof shall be borne by NDCHealth, and all recoveries therefrom shall be the sole and exclusive property of NDCHealth. Arclight shall, upon the request of and at CEREBROTEC's expense the cost of NDCHealth, assist NDCHealth to the extent reasonably necessary in any action taken pursuant to this Section 2.9(d). Notwithstanding the foregoing, NDCHealth shall not take any action pursuant to this Section 2.9(d) unless and until it delivers to Arclight written advice of outside counsel that the Potential Infringement is reasonably likely to materially impair NDCHealth’s rights under this Agreement. (e) Notwithstanding anything to the contrary set forth in GENERAL's name if so required by law. No settlementthis Section 2.9, consent judgment NDCHealth shall not settle any suits or other voluntary final disposition actions in any matter relating to a Potential Infringement or any of the * Confidential treatment has been requested with respect to certain portions of this exhibit. Such portions are marked with a "[*]" in place of Licensed Items without obtaining the redacted language. Omitted portions are filed separately with the Securities and Exchange Commission. suit which invalidates or restricts the claims of such PATENT RIGHTS and/or JOINT PATENT RIGHTS may be entered into without the prior written consent of GENERALArclight, which consent shall not be unreasonable withheldunreasonably withheld or delayed. CEREBROTEC Arclight shall indemnify GENERAL against not settle any order for payment that may be made against GENERAL suits or actions in such proceedings. 7.3 In the event one party shall initiate any manner relating to a Potential Infringement or carry on legal proceedings to enforce any PATENT RIGHT against any alleged infringer, the other party shall fully cooperate with and supply all assistance reasonably requested by the party initiating or carrying on such proceedings. The party which institutes any suit to protect or enforce a PATENT RIGHT shall have sole control of that suit and shall bear the reasonable expenses (excluding legal fees) incurred by said other party in providing such assistance and cooperation as is requested pursuant to this paragraph. The party initiating or carrying on such legal proceedings shall keep the other party informed of the progress Licensed Items without the prior written consent of such proceedings and said other party NDCHealth, which consent shall not be entitled to counsel in such proceedings but at its own expense. Any award paid by third parties as the result of such proceedings (whether by way of settlement unreasonably withheld or otherwise) shall first be applied to reimbursement of the unreimbursed legal fees and expenses incurred by either party and then the remainder shall be divided between the parties as follows: (a) (i) If the amount is based on lost profits, CEREBROTEC shall receive an amount equal to the damages the court determines CEREBROTEC has suffered as a result of the infringement less the amount of any royalties that would have been due GENERAL on sales of PRODUCT lost by CEREBROTEC as a result of the infringement had CEREBROTEC made such sales; anddelayed.

Infringement. 7.1 GENERAL will protect its PATENT RIGHTS Each party shall inform the other promptly in writing of any alleged infringement of the Patent Rights by a third party and JOINT PATENT RIGHTS from of any available evidence thereof Each party shall use reasonable efforts, and cooperate with the other party, to terminate any infringement and prosecute infringers when, in its sole judgement, such action may be reasonably necessary, proper and justifiedwithout litigation. 7.2 If CEREBROTEC VistaGen shall have supplied GENERAL with written evidence demonstrating the right, but shall not be obligated, to GENERAL'S reasonable satisfaction prima facie infringement of a claim of a PATENT RIGHT in the LICENSE FIELD by a third party, CEREBROTEC may by notice request GENERAL to take steps to protect the PATENT RIGHT. GENERAL shall notify CEREBROTEC within three (3) months prosecute at its own expense all infringements of the receipt of such notice whether GENERAL intends to prosecute the alleged infringement. If GENERAL notifies CEREBROTEC that it intends to so prosecute, GENERAL shall, within three (3) months of its notice to CEREBROTEC either (i) cause infringement to terminate or (ii) initiate legal proceedings against the infringer. In the event GENERAL notifies CEREBROTEC that GENERAL does not intend to prosecute said infringement CEREBROTEC may, upon notice to GENERAL, initiate legal proceedings against the infringer at CEREBROTEC's expense and Patent Rights for use in GENERAL's name if so required by lawScreening Systems. No settlement, consent judgment or other voluntary final disposition of the * Confidential treatment has been requested with respect to certain portions of this exhibit. Such portions are marked with a "[*]" in place of the redacted language. Omitted portions are filed separately with the Securities and Exchange Commission. suit which invalidates or restricts the claims of such PATENT RIGHTS and/or JOINT PATENT RIGHTS may be entered into without the consent of GENERALNational Jewish, which consent shall not unreasonably be unreasonable withheld. CEREBROTEC shall indemnify GENERAL VistaGen may include National Jewish as a party in any such suit subject to indemnifying National Jewish and its affiliates against any order for payment costs or other damages that may be made against GENERAL National Jewish or its affiliates in such proceedings. 7.3 In the event one that VistaGen shall undertake the enforcement and/or defense of the Patent Rights by litigation, VistaGen may withhold up to fifty percent (50%) of all Annual Payments otherwise due National Jewish under Article 4 hereunder and apply the same toward reimbursement of up to half of VistaGen's reasonable and customary, documented, third party expenses, including reasonable attorneys' fees, in connection therewith, incurred during that reporting period. VistaGen shall initiate not withhold any additional amounts under this paragraph than are necessary to reimburse fifty (50) percent of expenses and attorneys' fees actually incurred as of the date such amounts are payable to National Jewish, and in no case shall National Jewish be paid less than fifty (50) percent of the amount due. 7.4 If within six (6) months after having been notified of any alleged infringement, VistaGen shall have been unsuccessful in persuading the alleged infringer to desist or carry shall not have brought and shall not be diligently prosecuting an infringement action, or if VistaGen shall notify National Jewish at any time prior thereto of its intention not to bring suit against any alleged infringer in the Territory, then, and in those events only, National Jewish shall have the right, but shall not be obligated, to prosecute at its own expense any infringement of the Patent Rights in the Territory. The total cost of any such infringement action commenced or defended solely by National Jewish shall be borne by National Jewish. Any award paid by infringers as a result of such action shall be retained by National Jewish, except for any reasonable and customary, documented, third party legal expenses incurred by VistaGen for cooperative actions taken at the written request of National Jewish. 7.5 In the event VistaGen initiates or carries on legal proceedings to enforce any PATENT RIGHT Patent Rights against any alleged infringer, the other party shall fully cooperate with and supply all assistance reasonably requested by the party initiating or carrying on such proceedings. The party which institutes any suit to protect or enforce a PATENT RIGHT shall have sole control of that suit and shall bear the reasonable expenses (excluding legal fees) incurred by said other party in providing such assistance and cooperation as is requested pursuant to this paragraph. The party initiating or carrying on such legal proceedings shall keep the other party informed of the progress of such proceedings and said other party shall be entitled to counsel in such proceedings but at its own expense. Any award paid by third parties as the result of such proceedings (whether by way of settlement or otherwise) shall first First be applied to reimbursement of the unreimbursed unreimbursed, reasonable and customary, documented, third party legal fees and expenses incurred by either VistaGen, then toward reimbursement of any unreimbursed reasonable and customary, documented, third party legal fees and expenses of National Jewish, then, if applicable, toward reimbursement of National Jewish for the amount of any payments withheld pursuant to Section 7.3, and then the remainder shall be divided between among the parties as follows: (a) in direct proportion to each party's Risked Capital For the purposes of this Section 7.5 only, "Risked Capital" shall mean (i) If for National Jewish, the amount is based on lost profitsunreimbursed third party legal fees of this Section 7.5 plus amounts withheld by VistaGen pursuant to Section 7.3, CEREBROTEC shall receive an amount equal to and (ii) for VistaGen, the damages the court determines CEREBROTEC has suffered as a result unreimbursed third party legal fees of the infringement less the amount of any royalties that would have been due GENERAL on sales of PRODUCT lost by CEREBROTEC as a result of the infringement had CEREBROTEC made such sales; andthis Section 7.5.

Infringement. 7.1 GENERAL will protect its PATENT RIGHTS and JOINT PATENT RIGHTS from infringement and prosecute infringers when, in its sole judgement, such action may be reasonably necessary, proper and justified. 7.2 If CEREBROTEC shall have supplied GENERAL with written evidence demonstrating to GENERAL'S reasonable satisfaction prima facie infringement of a claim of a PATENT RIGHT in the LICENSE FIELD by a third party, CEREBROTEC may by notice request GENERAL to take steps to protect the PATENT RIGHT. GENERAL shall notify CEREBROTEC within three (3) months of the receipt of such notice whether GENERAL intends to prosecute the alleged infringement. If GENERAL notifies CEREBROTEC that it intends to so prosecute, GENERAL shall, within three (3) months of its notice to CEREBROTEC either (i) cause infringement to terminate or (ii) initiate legal proceedings against the infringer. A. In the event GENERAL notifies CEREBROTEC that GENERAL a third part appears to be infringing one or more of the Licensed Patents, CONVATEC shall bring such infringement to the attention of LICENSOR. If LICENSOR does not intend institute infringement proceedings against such third party within ninety (90) days after written notice from CONVATEC that such third party appears to prosecute said infringement CEREBROTEC maybe infringing one or more of the Licensed Patents, CONVATEC shall have the right to take whatever steps in its own and sole discretion it shall deem advisable, including but not limited to, settlement or the 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 notice reasonable notice, cooperate and, to GENERALthe extent deemed necessary or desirable by CONVATEC and at CONVATEC's expense, initiate legal proceedings against the infringer at CEREBROTEC's expense and participate in GENERAL's name if so required by law. No settlement, consent judgment or other voluntary final disposition of the * Confidential treatment has been requested with respect to certain portions of this exhibit. Such portions are marked with a "[*]" in place of the redacted language. Omitted portions are filed separately with the Securities and Exchange Commission. suit which invalidates or restricts the claims of such PATENT RIGHTS and/or JOINT PATENT RIGHTS may be entered into without the consent of GENERAL, which consent shall not be unreasonable withheld. CEREBROTEC shall indemnify GENERAL against any order for payment that may be made against GENERAL in such proceedings. 7.3 In the event one party shall initiate or carry on legal proceedings to enforce any PATENT RIGHT against any alleged infringer, the other party shall fully cooperate with and supply all assistance reasonably requested by the party initiating or carrying on such proceedings. The party which institutes any suit to protect or enforce a PATENT RIGHT shall have sole control enjoin such infringement and to collect, for the benefit of that suit CONVATEC, damages, profits and shall bear the reasonable expenses (excluding legal fees) incurred by said other party in providing awards of any nature recoverable for such assistance and cooperation as is requested pursuant to this paragraphinfringement. The party initiating or carrying on such legal proceedings shall keep the other party informed of the progress costs and expenses of such proceedings and said other suit or settlement shall be borne by CONVATEC. Recovery of damages in any such suit or settlement with any third party shall be entitled inure to counsel the benefit of CONVATEC; however, CONVATEC shall after first recouping its reasonable attorneys' fees and costs incurred in connection with such proceedings but at its own expense. Any award paid by third parties as suit or settlement apply any excess recovered damages to reimbursing LICENSOR, to the result extent of such proceedings (whether by way of settlement or otherwise) shall first be applied to reimbursement of excess, the unreimbursed legal fees and expenses incurred by either party and then the remainder shall be divided between the parties as follows: (a) (i) If the amount is based on lost profits, CEREBROTEC shall receive an amount equal to the damages the court determines CEREBROTEC has suffered as a result of the infringement less the amount of any royalties that would have been due GENERAL on sales payable to LICENSOR but for application of PRODUCT lost by CEREBROTEC as Article V, Paragraph E, hereof. B. LICENSOR agrees should a result third party institute a patent infringement suit in any country of the infringement 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 country hereunder with respect to such Product. In the event such third party suit is successfully defended by CONVATEC, it shall, upon final determination thereof, pay to LICENSOR all royalties that would have been payable to LICENSOR if such suit had CEREBROTEC made not been instituted, less reasonable attorneys' fees and costs incurred by CONVATEC in connection with such sales; andsuit, which shall not exceed the total amount of royalties payable to LICENSOR by virtue of said successful defense and final determination.

Infringement. 7.1 GENERAL will protect its PATENT RIGHTS and JOINT PATENT RIGHTS from If either party shall determine that there is a probable infringement and prosecute infringers whenof any of the Intellectual Property by a Third Party, that party shall promptly notify the other party in its sole judgement, such action may be reasonably necessary, proper and justifiedwriting of the infringement. 7.2 If CEREBROTEC shall have supplied GENERAL with written evidence demonstrating to GENERAL'S reasonable satisfaction prima facie infringement of a claim of a PATENT RIGHT in the LICENSE FIELD by a third partyINFRAMAT, CEREBROTEC may by notice request GENERAL to take steps to protect the PATENT RIGHT. GENERAL shall notify CEREBROTEC within three (3) months of the receipt on discovery or notification of such notice whether GENERAL intends to prosecute the alleged infringement. If GENERAL notifies CEREBROTEC that it intends to so prosecute, GENERAL shall, within three (3) months with reasonable promptness, refer the matter to its intellectual property counsel to perform an infringement evaluation and determine the likelihood of success on the merits of an infringement claim. At its notice option and its expense, NANO may retain its own intellectual property counsel to CEREBROTEC either (i) cause infringement conduct an independent evaluation or to terminate or (ii) initiate legal proceedings against consult with INFRAMAT's intellectual property counsel regarding the infringer. In the event GENERAL notifies CEREBROTEC that GENERAL does not intend to prosecute said infringement CEREBROTEC may, upon notice to GENERAL, initiate legal proceedings against the infringer at CEREBROTEC's expense and in GENERAL's name if so required by law. No settlement, consent judgment or other voluntary final disposition of the * Confidential treatment has been requested with respect to certain portions of this exhibit. Such portions are marked with evaluation under a "[*]" in place of the redacted language. Omitted portions are filed separately with the Securities and Exchange Commission. suit which invalidates or restricts the claims of such PATENT RIGHTS and/or JOINT PATENT RIGHTS may be entered into without the consent of GENERAL, which consent shall not be unreasonable withheld. CEREBROTEC shall indemnify GENERAL against any order for payment that may be made against GENERAL in such proceedingssuitable joint privilege agreement. 7.3 In If INFRAMAT determines that the event one party shall initiate or carry on facts pertaining to infringement and the likelihood of success of any action warrants taking legal proceedings to enforce any PATENT RIGHT action against any alleged an infringer, INFRAMAT shall advise NANO in writing of such determination prior to taking any legal action. If INFRAMAT determines that the other party facts pertaining to infringement and the likelihood of success of any action do not warrant taking legal action, it shall so advise NANO. If INFRAMAT decides not to pursue legal action, NANO shall have the option to elect to bring an infringement action at its own cost and expense, and NANO shall not hold INFRAMAT liable for lack of infringement litigation. If NANO decides not to bring litigation for patent infringement, INFRAMAT shall not hold NANO liable for lack of infringement litigation. 7.4 The parties agree to fully cooperate with and supply assist each other in any infringement action under the Intellectual Property. If one party brings an infringement action against a Third Party ("Litigating Party"), the other party, in order to assist in bringing and maintaining the suit, shall: (i) join as a party, if necessary to the maintenance of the infringement action; (ii) grant all assistance reasonably lawful permissions and sign all lawful documents necessary in the Litigating Party's judgment to prosecute the action; and (iii) give all truthful testimony requested by the Litigating Party. 7.5 If any infringement action taken shall prove successful and the Litigating Party shall collect monies by judgment or settlement, and provided the other party initiating or carrying on such proceedings. The party which institutes any suit to protect or enforce a PATENT RIGHT shall have sole control of that suit complies with Section 7.4, the Litigating Party shall: (i) deduct its intellectual property counsel fees and shall bear the other reasonable expenses attendant to such action, including without limitation expert fees; and (excluding legal feesii) incurred then shall pay to the other party twenty-five (25%) percent of the balance of monies collected by said judgment or settlement. 7.6 Neither party may settle an infringement claim without the prior approval of the other party if such settlement would affect the rights of the other party in providing such assistance and cooperation as is requested pursuant to this paragraph. The party initiating or carrying on such legal proceedings shall keep the other party informed of the progress of such proceedings and said other party shall be entitled to counsel in such proceedings but at its own expense. Any award paid by third parties as the result of such proceedings (whether by way of settlement or otherwise) shall first be applied to reimbursement of the unreimbursed legal fees and expenses incurred by either party and then the remainder shall be divided between the parties as follows: (a) (i) If the amount is based on lost profits, CEREBROTEC shall receive an amount equal to the damages the court determines CEREBROTEC has suffered as a result of the infringement less the amount of any royalties that would have been due GENERAL on sales of PRODUCT lost by CEREBROTEC as a result of the infringement had CEREBROTEC made such sales; andLicensed Patents.

Infringement. 7.1 GENERAL For a period of thirty (30) days after receipt by AccuMed of, or AccuMed's sending of, such notice of infringement, AccuMed will have the exclusive right to commence an action and otherwise assert rights in the Patents and the Technology against any such infringers or suspected infringers and retain all proceeds of such action or proceeding brought by it and will have the right at its sole discretion to make any settlement or compromise with the third-party infringer. If AccuMed shall elect to prosecute any such infringer, Licensee shall take such steps as are reasonably requested by AccuMed to enable it to protect its PATENT RIGHTS rights under the Patents and JOINT PATENT RIGHTS from under the Technology against any such infringement and prosecute infringers when, in its sole judgement, such action may be reasonably necessary, proper and justified. 7.2 If CEREBROTEC shall have supplied GENERAL with written evidence demonstrating to GENERAL'S reasonable satisfaction prima facie infringement of a claim of a PATENT RIGHT in the LICENSE FIELD by a third party, CEREBROTEC may by notice request GENERAL to take steps to protect the PATENT RIGHT. GENERAL shall notify CEREBROTEC within three (3) months of the receipt of such notice whether GENERAL intends to prosecute the alleged or suspected infringement. If GENERAL notifies CEREBROTEC that it intends to so prosecute, GENERAL shall, within three (3) months of its notice to CEREBROTEC either If (i) cause infringement AccuMed fails to terminate commence an action or otherwise assert its rights in the Patents and the Technology against any such infringers or suspected infringers within such thirty (30) day period and (ii) initiate legal proceedings against Licensee provides AccuMed with the infringer. In opinion of patent counsel mutually acceptable to the event GENERAL notifies CEREBROTEC parties stating that GENERAL does not intend there is a likelihood of infringement or misappropriation by such suspected infringers (an "Infringement Opinion"), then Licensee may bring an action or proceeding (including any alternative dispute resolution process) to prosecute said infringement CEREBROTEC mayenjoin the infringement, upon notice to GENERALrecover damages for it, initiate legal proceedings against or both and AccuMed grants Licensee the infringer at CEREBROTEC's expense and in GENERALright to use AccuMed's name if so required by law. No settlement, consent judgment in connection therewith and will have the right at Licensee's sole discretion to make any settlement or other voluntary final disposition of the * Confidential treatment has been requested with respect to certain portions of this exhibit. Such portions are marked with a "[*]" in place of the redacted language. Omitted portions are filed separately compromise with the Securities third-party infringer, in accordance with and Exchange Commissionsubject to the provisions set forth below. suit If an Infringement Opinion is delivered to AccuMed and, accordingly, Licensee is permitted to bring such action, then Licensee may elect to deduct a percentage of its out-of-pocket costs and expenses (but otherwise will bear all other costs and expenses), which invalidates or restricts includes without limitation court costs and attorneys' fees for such action up to a maximum deduction of fifty percent (the claims "Fee Percentage") and shall notify AccuMed of such PATENT RIGHTS and/or JOINT PATENT RIGHTS may be entered into without election and the consent of GENERAL, which consent shall not be unreasonable withheldapplicable Fee Percentage when the Infringement Opinion is delivered by Licensee to AccuMed. CEREBROTEC shall indemnify GENERAL against any order for payment that may be made against GENERAL in such proceedings. 7.3 In the event one party shall initiate or carry on legal proceedings to enforce any PATENT RIGHT against any alleged infringer, the other party shall fully cooperate with and supply all assistance reasonably requested by the party initiating or carrying on such proceedings. The party which institutes any suit to protect or enforce a PATENT RIGHT shall have sole control of that suit and shall bear the reasonable expenses (excluding legal fees) incurred by said other party in providing such assistance and cooperation as is requested pursuant to this paragraph. 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 Licensee shall be entitled permitted to counsel deduct from future Guaranteed Cash License Fees, and Required Royalties, as they become due under this Agreement, that portion of its out-of-pocket expenses in such proceedings but at its own expense. Any award paid by third parties as the result of such proceedings (whether by way of settlement or otherwise) shall first be applied to reimbursement of the unreimbursed legal fees and expenses incurred by either party and then the remainder shall be divided between the parties as follows: (a) (i) If the amount is based on lost profits, CEREBROTEC shall receive an amount equal to the damages Fee Percentage thereof. All proceeds of such action or proceeding brought by Licensee (if any) shall be shared between AccuMed and Licensee pro rata in accordance with the court determines CEREBROTEC has suffered Fee Percentage (i.e. AccuMed shall receive the Fee Percentage of such proceeds and Licensee shall receive the remainder). If Licensee shall be permitted to bring an action pursuant to this Section, AccuMed shall take such steps as a result of are reasonably requested by Licensee to enable it to protect its Licensee rights under the Patents and under the Technology against any such infringement less the amount of any royalties that would have been due GENERAL on sales of PRODUCT lost by CEREBROTEC as a result of the infringement had CEREBROTEC made such sales; andor suspected infringement.

Infringement. 7.1 GENERAL 5.4.1 If either Party believes that an infringement by a Third Party with respect to any Penn Patent Right is occurring or may potentially occur, the knowledgeable Party will protect its PATENT RIGHTS provide the other Party with: (a) written notice of such infringement or potential infringement; and JOINT PATENT RIGHTS from (b) evidence of such infringement or potential infringement (the “Infringement Notice”). During the period in which, and prosecute infringers whenin the jurisdiction where, Licensee has exclusive rights under this Agreement, neither Penn or Licensee will notify such a Third Party (including the infringer) of infringement or put such Third Party on notice of the existence of Penn Patent Rights without first providing an Infringement Notice and otherwise complying with this Section 5.4; provided that, Licensee shall be entitled to take such actions (including notifying Third Parties of infringement) as are reasonably necessary to timely comply with and preserve all rights under the Biologics Price Competition and Innovation Act in its sole judgementthe United States and comparable laws in other applicable countries. Without limiting Licensee’s right to take actions as described above, both Penn and Licensee will use reasonable efforts to cooperate with each other to terminate such action may be reasonably necessary, proper and justifiedinfringement without litigation if the Parties mutually agree that such avoidance is appropriate under the circumstances. 7.2 5.4.2 If CEREBROTEC shall have supplied GENERAL infringing activity of potential commercial significance, as reasonably determined by Licensee, has not been abated within [**] following the date the Infringement Notice for such activity was provided or, if Licensee determines that an earlier institution of suit is reasonably necessary to timely comply with written evidence demonstrating to GENERAL'S reasonable satisfaction prima facie infringement of a claim of a PATENT RIGHT and preserve all rights under the Biologics Price Competition and Innovation Act in the LICENSE FIELD by a third partyUnited States or comparable laws in other applicable countries, CEREBROTEC then during the period in which, and in the jurisdiction where, Licensee has exclusive rights under this Agreement, Licensee may by notice request GENERAL to take steps to protect the PATENT RIGHT. GENERAL shall notify CEREBROTEC within three (3) months of the receipt of such notice whether GENERAL intends to prosecute the alleged infringement. If GENERAL notifies CEREBROTEC that it intends to so prosecute, GENERAL shall, within three (3) months of its notice to CEREBROTEC either (i) cause institute suit for patent infringement to terminate or (ii) initiate legal proceedings against the infringer. In the event GENERAL notifies CEREBROTEC that GENERAL does not intend to prosecute said infringement CEREBROTEC may, upon notice to GENERAL, initiate legal proceedings against the infringer at CEREBROTEC's such earlier time. Penn may voluntarily join (but not control) such suit at Licensee’s expense (provided that, if Penn joins such suit voluntarily and, absent a bona fide conflict of interest of the Parties, does not agree to be represented by Licensee’s counsel in such suit, Penn and not Licensee shall pay the costs and expenses of such representation by Penn’s counsel), but Penn may not thereafter commence suit against the infringer for the acts of infringement that are the subject of Licensee’s suit or any judgment rendered in GENERAL's name if so required such suit. Licensee may not join Penn in a suit initiated by lawLicensee without Penn’s prior written consent, such consent not to be unreasonably withheld, unless Penn’s joinder is reasonably necessary for Licensee to bring, maintain or establish damages in such suit, in which case Licensee may join Penn in such suit at Licensee’s expense. No If in a suit initiated by Licensee, Penn is involuntarily joined other than by Licensee, then Licensee will pay any costs incurred by Penn arising out of such suit, including any legal fees of counsel that Penn selects and retains to represent it in the suit that is reasonably acceptable to Licensee. Licensee shall be free to enter into a settlement, declaratory judgment, consent judgment or other voluntary disposition, provided that any settlement, declaratory judgment, consent judgment or other voluntary disposition that: (i) limits the scope, validity or enforcement of Penn Patents; or (ii) admits fault or wrongdoing on the part of Penn must be approved in advance by Penn in writing. Licensee’s request for such approval shall include complete copies of final settlement documents, a detailed summary of such settlement, and any other information material to such settlement. Penn shall provide Licensee notice of its approval or denial within [**] of any request for such approval by Licensee, provided that: (x) in the event Penn wishes to deny such approval, such notice shall include a detailed written description of Penn’s reasonable objections to the proposed settlement, consent judgment, or other voluntary disposition; and (y) Penn shall be deemed to have approved of such proposed settlement, declaratory judgment, consent judgment, or other voluntary disposition in the event it fails to provide such notice within such [**] period in accordance herewith. 5.4.3 If, within [**] following the date the Infringement Notice was provided, infringing activity of potential commercial significance has not been abated and if Licensee has not brought suit against the infringer, then Penn may institute suit for patent infringement against the infringer, provided that, if the appropriate action(s) under the Biologics Price Competition and Innovation Act in the United States or comparable laws in other applicable countries reasonably should be taken at later date(s), Penn shall not institute suit for patent infringement against the infringer. If Penn institutes such suit, then Licensee may not join such suit without the prior written consent of Penn and may not thereafter commence suit against the infringer for the acts of infringement that are the subject of Penn’s suit or any judgment rendered in such suit. 5.4.4 Notwithstanding Sections 5.4.2 and 5.4.3, in the event that any Penn Patent Rights are infringed by a Third Party: (a) prior to the First Commercial Sale of a Product in the United States; or (b) if any of the * Confidential treatment has been requested infringed Penn Patent Rights are also licensed by Penn to a Third Party prior to any enforcement action being taken by either Party regarding such infringement, the Parties shall discuss, and will mutually agree, in writing, as to how to handle such infringement by such Third Party. ​ 5.4.5 Any recovery or settlement received in connection with respect any suit will first be shared by Penn and Licensee equally to certain portions of this exhibit. Such portions are marked with a "[*]" cover any litigation costs each incurred and next shall be paid to Penn or Licensee to cover any litigation costs it incurred in place excess of the redacted language. Omitted portions are filed separately with the Securities and Exchange Commission. suit which invalidates or restricts the claims of such PATENT RIGHTS and/or JOINT PATENT RIGHTS may be entered into without the consent of GENERAL, which consent shall not be unreasonable withheld. CEREBROTEC shall indemnify GENERAL against any order for payment that may be made against GENERAL in such proceedings. 7.3 In the event one party shall initiate or carry on legal proceedings to enforce any PATENT RIGHT against any alleged infringer, the other party shall fully cooperate with and supply all assistance reasonably requested by the party initiating or carrying on such proceedings. The party which institutes any suit to protect or enforce a PATENT RIGHT shall have sole control of that suit and shall bear the reasonable expenses (excluding legal fees) incurred by said other party in providing such assistance and cooperation as is requested pursuant to this paragraph. The party initiating or carrying on such legal proceedings shall keep the other party informed litigation costs of the progress of such proceedings and said other party other. Any remaining recoveries shall be entitled to counsel in such proceedings but at its own expense. Any award paid by third parties allocated as the result of such proceedings (whether by way of settlement or otherwise) shall first be applied to reimbursement follows: For any portion of the unreimbursed legal fees recovery or settlement, other than for amounts attributable and expenses incurred by either party and then the remainder shall be divided between the parties paid as followsenhanced damages for willful infringement: (a) (i) If for any suit that is initiated by Licensee and in which Penn was not a party in the amount is based on lost profitslitigation, CEREBROTEC Penn shall receive an amount equal [**] percent ([**]%) of the recovery and the Licensee shall receive the remainder; and (b) for any suit that is initiated by the Licensee or Penn and that the other Party joins voluntarily (but only to the damages extent such voluntary joining is allowed under this Agreement or expressly by the court determines CEREBROTEC has suffered as other Party in a result separate agreement) or involuntarily, the non-initiating party shall receive its percentage of the infringement total litigation costs incurred by Penn and Licensee, but in no event shall the non-initiating Party receive less than [**] percent ([**]%) of such recovery, while the amount of initiating party shall receive the remainder. For any royalties that would have been due GENERAL on sales of PRODUCT lost by CEREBROTEC as a result portion of the infringement had CEREBROTEC made recovery or settlement paid as enhanced damages for willful infringement: (c) for any suit that is initiated by Licensee or Penn and the other Party joins voluntarily (but only to the extent such salesvoluntary joining is allowed under this Agreement or expressly by the other Party in a separate agreement) or involuntarily, Penn shall receive [**] percent ([**]%) and Licensee shall receive the remainder; and (d) for any suit that is initiated by Licensee and in which Penn was not a party in the litigation, Penn shall receive [**] percent ([**]%) and Licensee shall receive the remainder. For any portion of the recovery or settlement received in connection with any suit that is initiated by Penn and in which Licensee was not a party in the litigation, any recovery in excess of litigation costs will belong to Penn. 5.4.6 Each Party will reasonably cooperate and assist with the other in litigation proceedings instituted hereunder but at the expense of the Party who initiated the suit (unless such suit is being jointly prosecuted by the Parties). For any suit that is initiated by Licensee, if Penn is subjected to third party discovery related to the Penn Patent Rights or Products licensed to Licensee hereunder, Licensee will pay Penn’s documented out of pocket expenses with respect to same.

Infringement. 7.1 GENERAL PROPRIETARY INFORMATION The Information contained herein is for the use of SBC Operations, Inc. (and its Affiliated Companies) and Concentric Network Corporation only and is not for disclosure without prior written approval. (a) In the event of any claim or allegation against SBC for any infringement or misappropriation of any third party copyright, patent, trademark, trade secret by reason of, and in the exercise by SBC of the rights and licenses granted herein with respect to Products and Services provided by CNC, hereunder, CNC will, at its expense, indemnify SBC and defend such claim, and pay any costs, expenses and finally awarded damages in connection therewith, including the reasonable fees and expenses of the attorneys for such defense provided that SBC will protect its PATENT RIGHTS cooperate with CNC in connection therewith and JOINT PATENT RIGHTS from infringement and prosecute infringers when, notify CNC of such claim or action within a reasonable time. The foregoing will not limit SBC's ability to participate in its sole judgement, any such action at its own expense, and CNC will keep SBC informed of, and will consult with, any independent attorneys appointed by SBC, regarding such litigation. CNC may be reasonably necessary, proper and justifiednot agree to any settlement that would or might have any effect upon SBC or its affiliates without first obtaining SBC's consent in writing. 7.2 (b) If CEREBROTEC shall have supplied GENERAL with written evidence demonstrating the permitted use by SBC of Products and Services provided by CNC, has become, or in CNC's opinion is likely to GENERAL'S reasonable satisfaction prima facie infringement become, the subject of a any claim of a PATENT RIGHT in the LICENSE FIELD by a third partysuch infringement, CEREBROTEC CNC may by notice request GENERAL to take steps to protect the PATENT RIGHT. GENERAL shall notify CEREBROTEC within three (3) months of the receipt of such notice whether GENERAL intends to prosecute the alleged infringement. If GENERAL notifies CEREBROTEC that it intends to so prosecute, GENERAL shall, within three (3) months of at its notice to CEREBROTEC option and expense either (i) cause infringement procure for SBC the right to terminate or continue using the Products and Services provided by CNC , (ii) initiate legal proceedings against replace or modify Products and Services provided by CNC to make them non-infringing, provided that such modified Products and Services are equal or superior to the infringerunmodified Products and Services in all material respects, (iii) substitute an equivalent for Products and Services provided by CNC provided that such replacement Products and Services are equal or superior to the original Products and Services in all material respects . In the event GENERAL notifies CEREBROTEC that GENERAL CNC does not intend to prosecute said infringement CEREBROTEC may, upon notice to GENERAL, initiate legal proceedings against the infringer at CEREBROTEC's expense and in GENERAL's name if so required by law. No settlement, consent judgment or other voluntary final disposition of the * Confidential treatment has been requested with respect to certain portions of this exhibit. Such portions are marked with a "[*]" in place of the redacted language. Omitted portions are filed separately comply with the Securities foregoing, SBC may terminate or modify this Agreement and Exchange Commissionwithout limiting SBC's other remedies, CNC will reimburse SBC for any damages related to replacement of infringing Products and Services. (c) CNC will not have any liability to SBC if any allegation of infringement is based upon (a) the interconnection and/or modification and/or use of Products or Services, or associated documentation in combination with other devices not furnished by CNC and which have not been disclosed to CNC as part of SBC's proposed configuration where the Product, Service or associated documentation would not by itself be infringing, or (b) if the infringement arises out of compliance with SBC's specifications or designs or out of modifications made to the Product or Service or associated documentation, unless such modifications are made by CNC. suit which invalidates or restricts PROPRIETARY INFORMATION The Information contained herein is for the use of SBC Operations, Inc. (and its Affiliated Companies) and Concentric Network Corporation only and is not for disclosure without prior written approval. (d) SBC will, at its expense, indemnify CNC and defend claims of such PATENT RIGHTS and/or JOINT PATENT RIGHTS may be entered into without infringement, and pay any costs, expenses and finally awarded damages in connection with SBC provided third party software for which and to the consent of GENERAL, which consent shall not be unreasonable withheld. CEREBROTEC shall indemnify GENERAL against any order for payment extent that may be made against GENERAL SBC has received indemnification from the applicable third party and SBC proprietary software utilized in such proceedings. 7.3 In connection with the event one party shall initiate or carry on legal proceedings to enforce any PATENT RIGHT against any alleged infringer, the other party shall fully cooperate with Products and supply all assistance reasonably requested by the party initiating or carrying on such proceedings. The party which institutes any suit to protect or enforce a PATENT RIGHT shall have sole control of that suit and shall bear Services including the reasonable expenses (excluding legal fees) incurred by said other party in providing such assistance and cooperation as is requested pursuant to this paragraph. The party initiating or carrying on such legal proceedings shall keep the other party informed of the progress of such proceedings and said other party shall be entitled to counsel in such proceedings but at its own expense. Any award paid by third parties as the result of such proceedings (whether by way of settlement or otherwise) shall first be applied to reimbursement of the unreimbursed legal fees and expenses incurred by either party and then the remainder shall be divided between the parties as follows: (a) (i) If the amount is based on lost profits, CEREBROTEC shall receive an amount equal to the damages the court determines CEREBROTEC has suffered as a result of the infringement less the amount of any royalties that would have been due GENERAL on sales of PRODUCT lost by CEREBROTEC as a result of the infringement had CEREBROTEC made CNC attorneys for such sales; anddefense.

Infringement. 7.1 GENERAL will protect its PATENT RIGHTS UIRF and JOINT PATENT RIGHTS from infringement and prosecute infringers when, in its sole judgement, such action may be reasonably necessary, proper and justified. 7.2 If CEREBROTEC shall have supplied GENERAL with written evidence demonstrating Licensee agree to GENERAL'S reasonable satisfaction prima facie infringement of a claim of a PATENT RIGHT in the LICENSE FIELD by a third party, CEREBROTEC may by notice request GENERAL to take steps to protect the PATENT RIGHT. GENERAL shall notify CEREBROTEC within three (3) months of the receipt of such notice whether GENERAL intends to prosecute the alleged infringement. If GENERAL notifies CEREBROTEC that it intends to so prosecute, GENERAL shall, within three (3) months of its notice to CEREBROTEC either (i) cause infringement to terminate or (ii) initiate legal proceedings against the infringer. In the event GENERAL notifies CEREBROTEC that GENERAL does not intend to prosecute said infringement CEREBROTEC may, upon notice to GENERAL, initiate legal proceedings against the infringer at CEREBROTEC's expense and in GENERAL's name if so required by law. No settlement, consent judgment or other voluntary final disposition of the * Confidential treatment has been requested with respect to certain portions of this exhibit. Such portions are marked with a "[*]" in place of the redacted language. Omitted portions are filed separately with the Securities and Exchange Commission. suit which invalidates or restricts the claims of such PATENT RIGHTS and/or JOINT PATENT RIGHTS may be entered into without the consent of GENERAL, which consent shall not be unreasonable withheld. CEREBROTEC shall indemnify GENERAL against any order for payment that may be made against GENERAL in such proceedings. 7.3 In the event one party shall initiate or carry on legal proceedings to enforce any PATENT RIGHT against any alleged infringer, promptly inform the other party shall fully cooperate with and supply all assistance reasonably requested by the party initiating or carrying on such proceedings. The party which institutes in writing of any suit to protect or enforce a PATENT RIGHT shall have sole control of that suit and shall bear the reasonable expenses (excluding legal fees) incurred by said other party in providing such assistance and cooperation as is requested pursuant to this paragraph. The party initiating or carrying on such legal proceedings shall keep the other party informed suspected infringement of the progress Patent Rights or Technical Information along with any available evidence of such proceedings and said other party shall be entitled to counsel infringement lawfully in such proceedings but at the possession of Licensee or its own expense. Any award paid by third parties as the result of such proceedings (whether by way of settlement or otherwise) shall first be applied to reimbursement of the unreimbursed legal fees and expenses incurred by either party and then the remainder shall be divided between the parties as follows:Sublicensee(s). (a) (i) If An exclusive Licensee has the amount first right to enforce the Patent Rights in its name in the Field and Territory against infringers or otherwise act to eliminate infringement at its sole cost and expense, provided that the license is based on lost profitsexclusive at the commencement of the action and remains exclusive throughout the action, CEREBROTEC shall receive and provided Licensee keeps UIRF fully informed with the right and opportunity to advise and comment. Prior to commencing any such action an amount equal exclusive Licensee will give careful consideration to the damages views of UIRF and to the court determines CEREBROTEC has suffered as potential effects on the public interest in making a result decision whether or not to sue and, in the case of the infringement less Sublicensee(s) not a party to such action, Licensee agrees to report UIRF's views to the amount Sublicensee(s). UIRF will reasonably cooperate, at Licensee's expense, in any such actions. Licensee shall act in good faith to preserve UIRF's right, title and interest in and to the Patent Rights. Licensee shall pay to UIRF twenty-five percent (25%) of any royalties recovery in such suit or settlement, net of all reasonable and documented out-of-pocket costs and expenses associated with such suit or settlement. (b) Licensee is not permitted to settle or agree to a consent judgement in any action that would have been due GENERAL impose any material obligation on sales or make any admission of PRODUCT lost by CEREBROTEC as fault on behalf of UIRF, including compromising the Patent Rights, without UIRF's express written consent, which it may withhold. Nothing herein shall prevent UIRF from seeking to require that Licensee grant such third party infringer a result sublicense permitting such infringer of the infringement had CEREBROTEC made Patent Rights to practice under the Patent Rights if such sales; andpractice is allowed under a settlement arrangement entered into by UIRF in good faith with a third party infringer. Notwithstanding the foregoing, Licensee shall have the right to review and approve a settlement arrangement prior to UIRF's final acceptance of its terms. Such approval shall not be unreasonably withheld by Licensee. Licensee's approval of a settlement arrangement shall be assumed if written notice of Licensee's rejection of a settlement arrangement is not received by UIRF from Licensee within five (5) business days of receipt of notice from UIRF to Licensee of its terms. UIRF shall enter into any such settlement arrangement in good faith.

Infringement. 7.1 GENERAL will protect its PATENT RIGHTS HEMAGEN shall undertake at HEMAGEN's own expense the defense of any suit or action for infringement of HEMAGEN's patents brought against DISTRIBUTOR, which suit or action results from the sale of any PRODUCTs, provided that DISTRIBUTOR shall have promptly advised HEMAGEN in writing of each notice or claim of infringement received by DISTRIBUTOR and JOINT PATENT RIGHTS of the commencement of the suit or action. HEMAGEN shall hold DISTRIBUTOR harmless from infringement and prosecute infringers when, in its sole judgement, such action damages or other sums which may be reasonably necessary, proper and justified. 7.2 If CEREBROTEC assessed or may become payable under any final decree or judgment in any such suit or action or under any settlement thereof. HEMAGEN shall have supplied GENERAL with written evidence demonstrating to GENERAL'S reasonable satisfaction prima facie infringement of a claim of a PATENT RIGHT in the LICENSE FIELD by a third party, CEREBROTEC may by notice request GENERAL to take steps to protect the PATENT RIGHT. GENERAL shall notify CEREBROTEC within three (3) months sole charge and direction of the receipt defense of any such notice whether GENERAL intends suit or action and of all negotiations for such settlement, but shall use commercial reasonableness and shall consult with DISTRIBUTOR with regard to prosecute the alleged infringementdefense or settlement of any such suit or action. If GENERAL notifies CEREBROTEC that it intends DISTRIBUTOR shall be obligated to so prosecute, GENERAL shall, within three (3) months render all reasonable assistance which may be required by HEMAGEN at HEMAGEN's expense. DISTRIBUTOR may retain counsel of its notice own selection and at its own expense to CEREBROTEC either (i) cause infringement to terminate advise and consult with HEMAGEN's counsel. HEMAGEN may not settle any suit or (ii) initiate legal proceedings against the infringer. In the event GENERAL notifies CEREBROTEC that GENERAL does not intend to prosecute said infringement CEREBROTEC may, upon notice to GENERAL, initiate legal proceedings against the infringer at CEREBROTEC's expense and in GENERAL's name if so required by law. No settlement, consent judgment or other voluntary final disposition of the * Confidential treatment has been requested with respect to certain portions of this exhibit. Such portions are marked with a "[*]" in place of the redacted language. Omitted portions are filed separately with the Securities and Exchange Commission. suit which invalidates or restricts the claims of such PATENT RIGHTS and/or JOINT PATENT RIGHTS may be entered into action without the consent of GENERALDISTRIBUTOR, which consent shall not if by such settlement DISTRIBUTOR is obligated to make any monetary payment, to part with any property or interest therein, to assume any obligation or to be unreasonable withheld. CEREBROTEC shall indemnify GENERAL against subject to any order for payment that may be made against GENERAL in such proceedings. 7.3 In the event one party shall initiate or carry on legal proceedings to enforce any PATENT RIGHT against any alleged infringer, the other party shall fully cooperate with and supply all assistance reasonably requested by the party initiating or carrying on such proceedingsinjunction. The parties agree that if the PRODUCTs supplied by HEMAGEN are found to be infringing on a third- party which institutes any suit patent, HEMAGEN will negotiate in good faith with the third party to protect obtain a license to use the third party's technology and, if HEMAGEN fails to obtain such a license, or enforce if HEMAGEN is subject to a PATENT RIGHT permanent injunction, then DISTRIBUTOR shall have sole control the right to either terminate this Agreement by giving written notice of that suit termination to HEMAGEN, and return for full credit all inventory on hand, or negotiate with the infringed party for such a license. HEMAGEN's indemnification resulting from any infringement on third party patent shall bear the reasonable expenses (excluding legal fees) incurred by said other exclude DISTRIBUTOR's costs involved in negotiation with any infringed party in providing for such assistance and cooperation as is requested pursuant to this paragraph. The party initiating or carrying on such legal proceedings shall keep the other party informed of the progress of such proceedings and said other party shall be entitled to counsel in such proceedings but at its own expense. Any award paid by third parties as the result of such proceedings (whether by way of settlement or otherwise) shall first be applied to reimbursement of the unreimbursed legal fees and expenses incurred by either party and then the remainder shall be divided between the parties as follows: (a) (i) If the amount is based on lost profits, CEREBROTEC shall receive an amount equal to the damages the court determines CEREBROTEC has suffered as a result of the infringement less the amount of any royalties that would have been due GENERAL on sales of PRODUCT lost by CEREBROTEC as a result of the infringement had CEREBROTEC made such sales; andlicense.

Infringement. 7.1 GENERAL will protect its PATENT RIGHTS 11.1 During the term of this Agreement, LICENSEE has the first option to police the Licensed Inventions and JOINT PATENT RIGHTS from Products against infringement by other parties within the Territory and the Field of Use. This right to police includes defending any action for declaratory judgment of noninfringement or invalidity; and prosecuting, defending or settling all infringement and prosecute infringers whendeclaratory judgment actions at its expense and through counsel of its selection, except that LICENSEE shall make any such settlement only with the advice and consent of GMIP. GMIP shall provide reasonable assistance to LICENSEE with respect to such actions, but only if LICENSEE reimburses GMIP for out-of-pocket expenses incurred in connection with any such assistance rendered at LICENSEE’S request or reasonably required by GMIP. If LICENSEE elects to institute any such action or suit, GMIP agrees to be named as a nominal party therein. GMIP retains the right to participate, with counsel of its own choosing and at its own expense, in its sole judgement, such any action may be reasonably necessary, proper and justifiedunder this § 11.1. 7.2 11.2 If CEREBROTEC shall have supplied GENERAL with written evidence demonstrating to GENERAL'S reasonable satisfaction prima facie LICENSEE institutes an action for infringement of a claim of Licensed Invention or defends a PATENT RIGHT in the LICENSE FIELD by a third party, CEREBROTEC may by notice request GENERAL to take steps to protect the PATENT RIGHT. GENERAL shall notify CEREBROTEC within three (3) months of the receipt of such notice whether GENERAL intends to prosecute the alleged infringement. If GENERAL notifies CEREBROTEC that it intends to so prosecute, GENERAL shall, within three (3) months of its notice to CEREBROTEC either (i) cause infringement to terminate or (ii) initiate legal proceedings against the infringer. In the event GENERAL notifies CEREBROTEC that GENERAL does not intend to prosecute said infringement CEREBROTEC may, upon notice to GENERAL, initiate legal proceedings against the infringer at CEREBROTEC's expense and in GENERAL's name if so required by law. No settlement, consent declaratory judgment or other voluntary final disposition of the * Confidential treatment has been requested action with respect to certain portions a Licensed Invention and receives settlement payments or damages awarded, LICENSEE may first recover actual outside attorney fees and other direct, out-of this exhibitpocket litigation expenses (not to include any compensation paid to employees of LICENSEE or Affiliates) paid and unrecovered by LICENSEE, and shall include only the remaining balance of damages awarded as lost revenue in its Gross Revenue, and all other punitive awards shall be shared with GMIP at fifty percent (50%). 11.3 If LICENSEE fails to take action to a▇▇▇▇ any alleged infringement of a Licensed Invention within sixty (60) days (or less if required to preserve the legal rights of GMIP under the laws of any relevant government or political subdivision thereof) of a request by GMIP to do so, then GMIP has the right to take such action (including prosecution of a suit) at its expense and LICENSEE shall use reasonable efforts to cooperate in such action, at LICENSEE’S expense. Such portions are marked with If GMIP elects to institute any such action or suit, LICENSEE agrees to be named as a "[*]" nominal party therein. GMIP has full authority to settle on such terms as GMIP determines, _except that GMIP shall not reach any settlement whereby it licenses a third party under any Licensed Inventions in place the Territory and the Field of the redacted language. Omitted portions are filed separately with the Securities and Exchange Commission. suit which invalidates or restricts the claims of such PATENT RIGHTS and/or JOINT PATENT RIGHTS may be entered into Use without the consent of GENERALLICENSEE, which consent LICENSEE can withhold for any reason. GMIP shall pay LICENSEE (such payment not be unreasonable withheldto exceed the recovery or settlement amounts GMIP actually receives) any unrecovered expenses LICENSEE pays at GMIP’s request to third parties in furtherance of such action, and GMIP shall further pay LICENSEE 98.5% of damages awarded as lost revenue of LICENSEE. CEREBROTEC GMIP shall indemnify GENERAL against retain fifty percent (50%) and pay LICENSEE fifty percent (50%) of any order for payment that may be made against GENERAL in such proceedingsremaining punitive damage recovery or settlement under this§ 11.3. 7.3 In the event one party 11.4 LICENSEE and GMIP shall initiate or carry on legal proceedings to enforce any PATENT RIGHT against any alleged infringer, promptly notify the other party in writing in detail of the discovery of any allegation by a third party of infringement resulting from the practice of Licensed Inventions in the Field of Use, and of the initiation of any legal action by LICENSEE or by any third party with regard to any alleged infringement or noninfringement. LICENSEE and GMIP shall fully cooperate with and supply all assistance reasonably requested by the party initiating or carrying on such proceedings. The party which institutes any suit to protect or enforce in a PATENT RIGHT shall have sole control of that suit and shall bear the reasonable expenses (excluding legal fees) incurred by said other party in providing such assistance and cooperation as is requested pursuant to this paragraph. The party initiating or carrying on such legal proceedings shall timely manner keep the other party informed and provide copies to the other party of the progress of all documents regarding all such proceedings and said other party shall be entitled to counsel in such proceedings but at its own expense. Any award paid or actions instituted by third parties as the result of such proceedings (whether by way of settlement LICENSEE or otherwise) shall first be applied to reimbursement of the unreimbursed legal fees and expenses incurred by either party and then the remainder shall be divided between the parties as follows: (a) (i) If the amount is based on lost profits, CEREBROTEC shall receive an amount equal to the damages the court determines CEREBROTEC has suffered as a result of the infringement less the amount of any royalties that would have been due GENERAL on sales of PRODUCT lost by CEREBROTEC as a result of the infringement had CEREBROTEC made such sales; andGMIP.

Infringement. 7.1 GENERAL The parties agree that patent infringement matters will protect be handled as follows: a. The Licensor shall indemify and hold Licensee and its PATENT RIGHTS customers harmless against any and JOINT PATENT RIGHTS all charges of patent infringement brought by a third party involving the Licensed Products, or Other Products unless such patent infringement results from modifications of the Licensed Products or Other Products made by Licensee during the term of this Agreement which modifications have not been approved in writing by Licensor. Beginning with the time such suit for infringement or declaratory judgment is first filed with respect to a particular Licensed Product, or Other Product, the Licensee shall thereafter place all royalties due to the Licensor with respect to such particular Licensed Products thereafter in an escrow account, and prosecute infringers when, in its sole judgement, such action may be reasonably necessary, proper and justified. 7.2 If CEREBROTEC shall have supplied GENERAL with written evidence demonstrating to GENERAL'S reasonable satisfaction prima facie infringement of a claim of a PATENT RIGHT the sums placed in the LICENSE FIELD escrow account shall be used at the conclusion thereof to pay the costs of defending or prosecuting the suit in the event Licensor is successful in such suit and declared to be the rightful owner who can and has granted an exclusive license only to Licensee. Once such suit has been finally settled or disposed of on the basis that Licensee is and has the only exclusive license, the remaining balance of the escrow account shall be paid over to the Licensor. If the suit is finally settled or disposed of on the basis that Licensee has a non-exclusive license or the Licensed Product infringes on another patent owned by a third party, CEREBROTEC then all sums paid into escrow shall be refunded to Licensee. Licensee shall have the right to approve counsel selected by Licensor to represent it in any such suit and to approve any proposed settlement of such suit. b. Should the patent rights to the Licensed Products or Other Products be infringed by a third party, Licensor may attempt to stop such infringement and if necessary, institute suit for patent infringement at its own cost. If the Licensor should fail to initiate action to terminate any such infringement within sixty (60) days after the alleged infringement shall have been called to its attention by written notice request GENERAL of Licensee to take steps Licensor or if the Licensor should give the Licensee written notice of its intention not to so act, thereafter Licensee may, at its own cost, but in the name of the Licensor, act to protect its license rights under this Agreement and to select competent counsel to so act. During the PATENT RIGHT. GENERAL shall notify CEREBROTEC within three (3) months of the receipt period of such notice whether GENERAL intends litigation the Licensee may deduct the amount of its attorneys' fees and all other costs incurred by Licensee in prosecuting such suit from all royalties which otherwise would be paid to prosecute Licensor and such sums so deducted will be considered as a royalty payment. Each party agrees to cooperate with the alleged infringementother in any actions which may be instituted. If GENERAL notifies CEREBROTEC that it intends settlement for infringement is effected with or without suit, the recovery, if any, shall be distributed, so far as available, as follows: First, to so prosecutereimburse either party, GENERAL shallpro rata the expenses incurred in negotiations or in prosecuting legal action; and secondly to divide and pay over the balance, within three (3) months of its notice if any, equally between the parties hereto. Furthermore, if an improvement is not eventually patented or a patent application is rejected or a patent suit concerns any Licensed Product or Other Product or improvement thereof is not won, the Licensee automatically shall have no further obligation to CEREBROTEC either Licensor to pay further royalties (i) cause infringement to terminate or on the Licensed Product unless there is another Licensed Patent then outstanding which has not expired and (ii) initiate legal proceedings against the infringer. In the event GENERAL notifies CEREBROTEC that GENERAL does on any Other Product unless there is a patent then outstanding which has not intend to prosecute expired and covers said infringement CEREBROTEC may, upon notice to GENERAL, initiate legal proceedings against the infringer at CEREBROTEC's expense and in GENERAL's name if so required by law. No settlement, consent judgment or other voluntary final disposition of the * Confidential treatment has been requested with respect to certain portions of this exhibit. Such portions are marked with a "[*]" in place of the redacted language. Omitted portions are filed separately with the Securities and Exchange Commission. suit which invalidates or restricts the claims of such PATENT RIGHTS and/or JOINT PATENT RIGHTS may be entered into without the consent of GENERAL, which consent shall not be unreasonable withheld. CEREBROTEC shall indemnify GENERAL against any order for payment that may be made against GENERAL in such proceedingsOther Product. 7.3 In the event one party shall initiate or carry on legal proceedings to enforce any PATENT RIGHT against any alleged infringer, the other party shall fully cooperate with and supply all assistance reasonably requested by the party initiating or carrying on such proceedings. The party which institutes any suit to protect or enforce a PATENT RIGHT shall have sole control of that suit and shall bear the reasonable expenses (excluding legal fees) incurred by said other party in providing such assistance and cooperation as is requested pursuant to this paragraph. The party initiating or carrying on such legal proceedings shall keep the other party informed of the progress of such proceedings and said other party shall be entitled to counsel in such proceedings but at its own expense. Any award paid by third parties as the result of such proceedings (whether by way of settlement or otherwise) shall first be applied to reimbursement of the unreimbursed legal fees and expenses incurred by either party and then the remainder shall be divided between the parties as follows: (a) (i) If the amount is based on lost profits, CEREBROTEC shall receive an amount equal to the damages the court determines CEREBROTEC has suffered as a result of the infringement less the amount of any royalties that would have been due GENERAL on sales of PRODUCT lost by CEREBROTEC as a result of the infringement had CEREBROTEC made such sales; and

Infringement. 7.1 GENERAL will protect In the event that LICENSEE shall learn of infringement of the Popcorn Foundation Seed Line, or wrongful use of the Popcorn Foundation Seed Line, LICENSEE shall notify ISURF in writing to such effect and provide ISURF with evidence thereof in LICENSEE's possession. ISURF shall use its PATENT RIGHTS and JOINT PATENT RIGHTS from best efforts to terminate the infringement and prosecute infringers whenor wrongful use without litigation. If such efforts are not successful, ISURF, in its sole judgementdiscretion, such action may cause suit to be reasonably necessarybrought for infringement or other wrongful use. If requested by ISURF, proper and justifiedLICENSEE agrees to cooperate with ISURF in any infringement or other proceeding that ISURF may institute. ARTICLE VIII - WARRANT 8.1 ISURF does not warrant the validity or scope of any legal protection that become licensed under this agreement. 7.2 If CEREBROTEC shall have supplied GENERAL with written evidence demonstrating to GENERAL'S reasonable satisfaction prima facie infringement 8.2 ISURF makes no warranty, expressed or implied, that the Popcorn Foundation Seed Line will be successful for the production of a claim popcorn seed. ARTICLE IX - WARRANTIES & INDEMNIFICATION 9.1 ISURF makes no representations, warranties or conditions other than those expressed in this clause. The liability of a PATENT RIGHT in the LICENSE FIELD by a third party, CEREBROTEC may by notice request GENERAL to take steps to protect the PATENT RIGHT. GENERAL shall notify CEREBROTEC within three (3) months of the receipt of such notice whether GENERAL intends to prosecute the alleged infringement. If GENERAL notifies CEREBROTEC that it intends to so prosecute, GENERAL shall, within three (3) months of its notice to CEREBROTEC either (i) cause infringement to terminate or (ii) initiate legal proceedings against the infringer. In the event GENERAL notifies CEREBROTEC that GENERAL does not intend to prosecute said infringement CEREBROTEC may, upon notice to GENERAL, initiate legal proceedings against the infringer at CEREBROTEC's expense and in GENERAL's name if so required by law. No settlement, consent judgment or other voluntary final disposition of the * Confidential treatment has been requested ISURF with respect to certain portions any misdescription of this exhibit. Such portions are marked or deviation from the characteristics of such Popcorn Foundation Seed Line with a "[*]" in place respect to any misrepresentation or breach of condition or warranty, expressed or implied, is limited to refunding the purchase price of the redacted language. Omitted portions are filed separately with the Securities and Exchange Commission. suit which invalidates or restricts the claims of such PATENT RIGHTS and/or JOINT PATENT RIGHTS may be entered into without the consent of GENERAL, which consent shall not be unreasonable withheld. CEREBROTEC shall indemnify GENERAL against any order for payment that may be made against GENERAL in such proceedingsseed sold. 7.3 In the event one party shall initiate 9.2 LICENSEE agrees that it will indemnify and hold harmless ISURF, its trustees, officers, employer, affiliates, from any suits, costs or carry on legal proceedings to enforce any PATENT RIGHT against any alleged infringer, the other party shall fully cooperate with and supply all assistance reasonably requested by the party initiating or carrying on such proceedings. The party which institutes any suit to protect or enforce a PATENT RIGHT shall have sole control of that suit and shall bear the reasonable expenses (excluding legal fees) incurred by said other party in providing such assistance and cooperation as is requested pursuant to this paragraph. The party initiating or carrying on such legal proceedings shall keep the other party informed of the progress of such proceedings and said other party shall be entitled to counsel in such proceedings but at its own expense. Any award paid by third parties as the result of such proceedings (whether by way of settlement or otherwise) shall first be applied to reimbursement of the unreimbursed legal fees and expenses incurred by either party and then the remainder shall be divided between the parties as follows: (a) (i) If the amount is based on lost profits, CEREBROTEC shall receive an amount equal to the damages the court determines CEREBROTEC has suffered charges as a result of the infringement less the amount of any royalties that would have been due GENERAL on sales of PRODUCT lost manufacture, use or sale by CEREBROTEC as a result LICENSEE of the infringement had CEREBROTEC made such sales; andPopcorn Foundation Seed Line. 9.3 LICENSEE shall obtain and carry in full force and effect liability insurance which shall protect LICENSEE and ISURF in regard to events covered by 9.2 above.

Infringement. 7.1 GENERAL will protect its PATENT RIGHTS and JOINT PATENT RIGHTS from If at any time during the term of this Agreement either MTI or Biocoat (a “party”) shall become aware of any third party’s infringement and prosecute infringers when, in its sole judgement, such action may be reasonably necessary, proper and justified. 7.2 If CEREBROTEC shall have supplied GENERAL with written evidence demonstrating to GENERAL'S reasonable satisfaction prima facie or threatened infringement of a claim of a PATENT RIGHT in the LICENSE FIELD Field of any Patent claim or claims embracing a Licensed Product sold by a third MTI the following provisions shall apply: 9.1 The party having such knowledge shall forthwith give notice to the other party, CEREBROTEC may by notice request GENERAL to take steps to protect the PATENT RIGHT. GENERAL shall notify CEREBROTEC within three (3) months of the receipt of such notice whether GENERAL intends to prosecute the alleged infringement. If GENERAL notifies CEREBROTEC that it intends to so prosecute, GENERAL shall, within three (3) months of its notice to CEREBROTEC either (i) cause infringement to terminate or (ii) initiate legal proceedings against the infringer. In the event GENERAL notifies CEREBROTEC that GENERAL does not intend to prosecute said infringement CEREBROTEC may, upon notice to GENERAL, initiate legal proceedings against the infringer at CEREBROTEC's expense and in GENERAL's name if so required by law. No settlement, consent judgment or other voluntary final disposition of the * Confidential treatment has been requested with respect to certain portions of this exhibit. Such portions are marked with a "[*]" in place of the redacted language. Omitted portions are filed separately with the Securities and Exchange Commission. suit which invalidates or restricts the claims of such PATENT RIGHTS and/or JOINT PATENT RIGHTS may be entered into without the consent of GENERAL, which consent shall not be unreasonable withheld. CEREBROTEC shall indemnify GENERAL against any order for payment that may be made against GENERAL in such proceedings. 7.3 In the event one party shall initiate or carry on legal proceedings to enforce any PATENT RIGHT against any alleged infringer, the other party shall fully cooperate with and supply all assistance reasonably requested by the party initiating or carrying on such proceedings. The party which institutes any suit to protect or enforce a PATENT RIGHT shall have sole control of that suit and shall bear the reasonable expenses (excluding legal fees) incurred by said other party in providing such assistance and cooperation as there is requested pursuant to this paragraph. The party initiating or carrying on such legal proceedings shall keep the other party informed of the progress of such proceedings and said other party shall be entitled to counsel in such proceedings but at its own expense. Any award paid by third parties as the result of such proceedings (whether by way of settlement or otherwise) shall first be applied to reimbursement of the unreimbursed legal fees and expenses incurred by either party and then the remainder shall be divided disagreement between the parties as follows:to whether the act complained of is in fact an infringement of any patent claim or claims, the parties shall refer such issue to a mutually acceptable independent patent counsel. The opinion of such counsel shall be final and binding on the parties and costs incurred in that regard shall be shared fifty percent (50%) by MTI and fifty percent (50%) by Biocoat. 9.2 If within ninety (a90) days following receipt of notice from MTI to Biocoat of any such infringement or ninety (i90) days after receipt of the opinion of independent patent counsel concluding existence of such infringement, Biocoat fails to halt such infringement or to initiate litigation to do so, MTI shall have the right to initiate such litigation in its own name or in the name of Biocoat as it deems necessary or appropriate. Biocoat shall cooperate with MTI as is reasonably necessary in any such litigation brought by MTI in its own name or in Biocoat’s name. In addition, Biocoat shall have the right to determine what proportion, if any, of the expenses of such litigation it will bear by providing written notice thereof to MTI within thirty (30) days of the date of receipt by Biocoat of notice that MTI has initiated litigation (it is understood by the parties that the proportion of expenses borne by Biocoat shall determine Biocoat’s s hare of monetary recover as provided in Section 9.3 below). 9.3 In the event any monetary recovery in connection with such litigation is obtained (regardless of whether MTI or Biocoat brought such litigation ), such monetary recovery shall be applied in the following priority: first, to the reimbursement of Biocoat and MTI for their out-of-pocket expenses (including reasonable attorneys fees) in connection with such litigation; second, the balance to be shared by Biocoat and MTI in proportion to the amounts spent by the parties in conducting the litigation as provided in Section 9.2 above. If the amount monetary recovery is based less than the out-of-pocket expenses of Biocoat and MTI, reimbursement of these expenses shall be on lost profitsa pro-rata basis. If the monetary recover is less than the out-of-pocket expenses of Biocoat and MTI, CEREBROTEC reimbursement of these expenses shall receive an amount equal be in proportion to the damages amount spent by the court determines CEREBROTEC has suffered parties in conducting the litigation as a result of the infringement less the amount of any royalties that would have been due GENERAL on sales of PRODUCT lost by CEREBROTEC as a result of the infringement had CEREBROTEC made such sales; andprovided herein.

Infringement. 7.1 GENERAL will protect its PATENT RIGHTS Except as set forth in Sections 8.5.2 and JOINT PATENT RIGHTS from infringement and prosecute infringers when8.6.3, in its sole judgement, such action may the event that any of the Licensed Joint Patent Rights or any other Licensed Patent Rights exclusively licensed to Novo Nordisk pursuant to the second sentence of Section 3.1 are infringed or believed to be reasonably necessary, proper and justified. 7.2 If CEREBROTEC shall have supplied GENERAL with written evidence demonstrating to GENERAL'S reasonable satisfaction prima facie infringement of a claim of a PATENT RIGHT in the LICENSE FIELD infringed by a third party, CEREBROTEC Novo Nordisk may, at its option, elect to prosecute such infringement claims. If Novo Nordisk elects to commence such an action, Novo Nordisk shall have control of such action and shall have the right to settle or compromise the same, and Progenitor agrees that it shall fully cooperate in every reasonable way with the prosecution of such action. If Novo Nordisk elects to commence such an action, Progenitor hereby grants Novo Nordisk the right to do so in Progenitor's name, and, if Progenitor is a legally indispensable party to such action, Novo Nordisk may by notice request GENERAL cause it to take steps to protect the PATENT RIGHTbe joined as a party in such action at Novo Nordisk's expense. GENERAL Novo Nordisk shall notify CEREBROTEC within three Progenitor of any action filed by Novo Nordisk pursuant to this Section and shall keep Progenitor generally informed as to the progress of such action. 7.2 Recoveries or reimbursements from any such action shall first be applied to reimburse Novo Nordisk for its expenses, costs and fees in connection with the action. Any remaining recoveries or reimbursements, to the extent they constitute the equivalent of, or damages or payments in lieu of, reasonable royalties on the infringer's sales (3) months but not in excess of the receipt of such notice whether GENERAL intends amount that would be payable pursuant to prosecute the alleged infringement. If GENERAL notifies CEREBROTEC that it intends to so prosecuteSection 4.3), GENERAL shallshall be shared with Progenitor in accordance with Section 4.3, within three (3) months of and otherwise shall be retained by Novo Nordisk as its notice to CEREBROTEC either (i) cause infringement to terminate or (ii) initiate legal proceedings against the infringer. In the event GENERAL notifies CEREBROTEC that GENERAL does not intend to prosecute said infringement CEREBROTEC may, upon notice to GENERAL, initiate legal proceedings against the infringer at CEREBROTEC's expense and in GENERAL's name if so required by law. No settlement, consent judgment or other voluntary final disposition of the * Confidential treatment has been requested with respect to certain portions of this exhibit. Such portions are marked with a "[*]" in place of the redacted language. Omitted portions are filed separately with the Securities and Exchange Commission. suit which invalidates or restricts the claims of such PATENT RIGHTS and/or JOINT PATENT RIGHTS may be entered into without the consent of GENERAL, which consent shall not be unreasonable withheld. CEREBROTEC shall indemnify GENERAL against any order for payment that may be made against GENERAL in such proceedingsown property. 7.3 In the event one party shall initiate that Novo Nordisk decides not to commence or carry on legal proceedings to enforce any PATENT RIGHT against any alleged infringercontinue prosecution of an infringement of the Licensed Joint Patent Rights, or of the other party Licensed Patent Rights exclusively licensed to Novo Nordisk, pursuant to the above paragraphs, Novo Nordisk will promptly give written notice of such decision to Progenitor. Progenitor shall fully cooperate with thereafter have the right, but not the obligation, to commence or continue such action at its own expense, controlling such action and supply retaining all assistance reasonably requested by recoveries therefrom. If Progenitor elects to bring an action to prosecute the party initiating infringement of any Licensed Joint Patent Rights or carrying on such proceedings. The party which institutes any suit to protect or enforce a PATENT RIGHT other exclusively-licensed Licensed Patent Rights under this Section, Progenitor shall have sole control of such action and may settle or compromise such action in its sole discretion, provided that suit and shall bear no such settlement or compromise conflicts with any provision of this Agreement. If Progenitor elects to commence such an action, Novo Nordisk hereby grants Progenitor the reasonable expenses (excluding legal fees) incurred by said other right to do so in Novo Nordisk's name, and, if Novo Nordisk is a legally indispensable party to such action, Progenitor may cause it to be joined as a party in providing such assistance action at Progenitor's expense, and cooperation as is requested pursuant Novo Nordisk agrees to this paragraph. The party initiating or carrying on such legal proceedings shall keep cooperate fully in every reasonable way with the other party informed of the progress prosecution of such proceedings and said other party shall be entitled to counsel in such proceedings but at its own expense. Any award paid by third parties as the result of such proceedings (whether by way of settlement or otherwise) shall first be applied to reimbursement of the unreimbursed legal fees and expenses incurred by either party and then the remainder shall be divided between the parties as follows: (a) (i) If the amount is based on lost profits, CEREBROTEC shall receive an amount equal to the damages the court determines CEREBROTEC has suffered as a result of the infringement less the amount of any royalties that would have been due GENERAL on sales of PRODUCT lost by CEREBROTEC as a result of the infringement had CEREBROTEC made such sales; andaction.

Infringement. 7.1 GENERAL will protect its PATENT RIGHTS 10.1 If either AtheroGenics or Emory becomes aware of a product made, used or sold in the Licensed Territory, which it believes infringes a Valid Claim, the party obtaining such knowledge shall promptly advise the other party of all relevant facts and JOINT PATENT RIGHTS from infringement and prosecute infringers when, in its sole judgement, such action may be reasonably necessary, proper and justified. 7.2 If CEREBROTEC circumstances pertaining to the potential infringement. AtheroGenics shall have supplied GENERAL with written evidence demonstrating to GENERAL'S reasonable satisfaction prima facie infringement of a claim of a PATENT RIGHT in the LICENSE FIELD by a third party, CEREBROTEC may by notice request GENERAL to take steps to protect the PATENT RIGHT. GENERAL shall notify CEREBROTEC within three (3) months of the receipt of such notice whether GENERAL intends to prosecute the alleged infringement. If GENERAL notifies CEREBROTEC that it intends to so prosecute, GENERAL shall, within three (3) months of its notice to CEREBROTEC either (i) cause infringement to terminate or (ii) initiate legal proceedings against the infringer. In the event GENERAL notifies CEREBROTEC that GENERAL does not intend to prosecute said infringement CEREBROTEC may, upon notice to GENERAL, initiate legal proceedings against the infringer at CEREBROTEC's expense and in GENERAL's name if so required by law. No settlement, consent judgment or other voluntary final disposition of the * Confidential treatment has been requested with respect to certain portions of this exhibit. Such portions are marked with a "[*]" in place of the redacted language. Omitted portions are filed separately with the Securities and Exchange Commission. suit which invalidates or restricts the claims of such PATENT RIGHTS and/or JOINT PATENT RIGHTS may be entered into without the consent of GENERAL, which consent shall not be unreasonable withheld. CEREBROTEC shall indemnify GENERAL against any order for payment that may be made against GENERAL in such proceedings. 7.3 In the event one party shall initiate or carry on legal proceedings right to enforce any PATENT RIGHT issued Licensed Patent against any alleged infringersuch infringement, the other party shall fully cooperate with and supply all assistance reasonably requested by the party initiating or carrying on such proceedings. The party which institutes any suit to protect or enforce a PATENT RIGHT shall have sole control of that suit and shall bear the reasonable expenses (excluding legal fees) incurred by said other party in providing such assistance and cooperation as is requested pursuant to this paragraph. The party initiating or carrying on such legal proceedings shall keep the other party informed of the progress of such proceedings and said other party shall be entitled to counsel in such proceedings but at its own expense. Any award paid by third parties Emory shall cooperate with AtheroGenics in such effort, including being joined as a party to such action, if necessary. During the result pendency of such proceedings an action, royalty rates owed by AtheroGenics to Emory shall be reduced by fifty (whether 50%) percent from those listed in Article 5 of this Agreement. 10.2 Any damages or costs recovered by way of settlement or otherwise) AtheroGenics in connection with any action filed by AtheroGenics hereunder shall first be applied first to reimbursement of the unreimbursed legal fees reimbursing AtheroGenics for costs and expenses incurred of such litigation. Any damages or costs recovered by either party AtheroGenics in excess of costs and then the remainder expenses credited shall be divided between the parties sole property of AtheroGenics. Any such excess damages or costs shall be treated as follows:proceeds of Sales of Licensed Products in the fiscal quarter received by AtheroGenics, and royalties shall be payable by AtheroGenics to Emory thereon in accordance with the terms of this Agreement. 10.3 Any multiplication of damages for punitive purposes shall be treated as proceeds of Sales of Licensed Products in the fiscal quarter received by AtheroGenics, and royalties shall be payable by AtheroGenics to Emory thereon in accordance with the terms of this Agreement, and AtheroGenics shall retain all attorney fees awarded. 10.4 If AtheroGenics shall fail, within one hundred twenty (120) days after receiving notice from Emory of a potential infringement, or providing Emory with notice of such infringement, to either (a) terminate such infringement, (ib) If institute sub-licensing negotiations, to be completed within a reasonable period of time, or (c) institute an action to prevent continuation thereof and, thereafter to prosecute such action diligently, or if AtheroGenics notifies Emory that it does not plan to terminate the amount is based on lost profitsinfringement, CEREBROTEC negotiate a sub-license or institute such action, then Emory shall receive an amount equal have the right to the damages the court determines CEREBROTEC has suffered do so at its own expense. AtheroGenics shall cooperate with Emory in such effort, including being joined as a result of the infringement less the amount of any royalties that would have been due GENERAL on sales of PRODUCT lost by CEREBROTEC as a result of the infringement had CEREBROTEC made party to such sales; andaction if necessary. Emory shall be entitled to retain all damages or costs awarded to Emory in such action.

Infringement. 7.1 GENERAL will protect its PATENT RIGHTS Licensee shall inform Pharmos promptly in writing of any alleged infringement of the Patent Rights by a third party and JOINT PATENT RIGHTS from infringement and prosecute infringers when, in its sole judgement, such action may be reasonably necessary, proper and justifiedof any available evidence thereof. 7.2 If CEREBROTEC During the term of this Agreement, Pharmos shall have supplied GENERAL with written evidence demonstrating the right, but shall not be obligated, to GENERAL'S reasonable satisfaction prima facie prosecute at its own expense any such infringements of the Patent Rights. If Pharmos prosecutes any such infringement, Licensee agrees that Pharmos may join Licensee as a party plaintiff in any such suit, without expense to Licensee. The total cost of any such infringement action commenced or defended solely by Pharmos shall be borne by Pharmos and Pharmos shall keep any recovery or damages for past infringement derived therefrom. Costs for jointly prosecuted or defended actions shall be borne by Pharmos, and Licensee who shall share equally any recovery or damages. Licensee may join and actively participate in such action at its expense and share in any recovery, to the extent of Licensee's customary and usual legal expenses relating to the litigation. 7.3 If within 90 days after having been notified of any alleged infringement or such shorter time prescribed by law, Pharmos 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 Pharmos 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 a claim of a PATENT RIGHT in the LICENSE FIELD by a third partyPatent Rights, CEREBROTEC may by notice request GENERAL to take steps to protect the PATENT RIGHT. GENERAL shall notify CEREBROTEC within three (3) months of the receipt of such notice whether GENERAL intends to prosecute the alleged infringement. If GENERAL notifies CEREBROTEC that it intends to so prosecute, GENERAL shall, within three (3) months of its notice to CEREBROTEC either (i) cause infringement to terminate or (ii) initiate legal proceedings against the infringer. In the event GENERAL notifies CEREBROTEC that GENERAL does not intend to prosecute said infringement CEREBROTEC and Licensee may, upon notice for such purposes, use the name of Pharmos as a party plaintiff; provided, however, that such right to GENERAL, initiate legal proceedings against bring an infringement action shall remain in effect only for so long as the infringer at CEREBROTEC's expense and license granted herein is in GENERAL's name if so required by laweffect (or the action is being pursued) whichever is later. No settlement, consent judgment or other voluntary final disposition of the * Confidential treatment has been requested with respect to certain portions of this exhibit. Such portions are marked with a "[*]" in place of the redacted language. Omitted portions are filed separately with the Securities and Exchange Commission. suit which invalidates or restricts the claims of such PATENT RIGHTS and/or JOINT PATENT RIGHTS may be entered into without the consent of GENERAL, Pharmos which consent shall not unreasonably be unreasonable withheld. CEREBROTEC Licensee shall indemnify GENERAL Pharmos against any order for payment costs that may be made against GENERAL Pharmos in such proceedings. 7.3 7.4 In the event one that Licensee shall undertake the enforcement and/or defense of the Patent Rights by litigation, Licensee may withhold up to fifty percent (50%) of the royalties or other payments otherwise thereafter due Pharmos hereunder and apply the same toward expenses related to the infringement including, but not limited to, reimbursement of its expenses related to the litigation, including reasonable attorneys' fees, in connection therewith. Said withholding of royalties shall begin no earlier than the date Licensee first receives a bill for professional services or expenses associated with the enfo▇▇▇▇ent and/or defense of the Patent Rights. Any recovery of damages by Licensee for any such suit shall be applied first in satisfaction of any unreimbursed expenses and legal fees of Licensee relating to the suit, and next toward reimbursement of Pharmos for any royalties past due or withheld and applied pursuant to this Article VII. The balance remaining from any such recovery shall be divided equally between Licensee and Pharmos. 7.5 In any infringement suit as either party shall initiate or carry on legal proceedings may institute to enforce any PATENT RIGHT against any alleged infringerthe Patent Rights pursuant to this Agreement, the other party shall fully cooperate with hereto shall, at the request and supply all assistance reasonably requested by expense of the party initiating such suit, cooperate in all respects and, to the extent possible, have its employees testify when requested and make available relevant records, papers, information, samples, specimens, and the like. 7.6 In the event that a declaratory judgment action alleging invalidity or carrying on such proceedings. The party which institutes noninfringement of any suit to protect or enforce a PATENT RIGHT of the Patent Rights shall be brought against Licensee, Pharmos at its option, shall have the right, within thirty (30) days after commencement of such action, to intervene and take over the sole control of that suit and shall bear the reasonable expenses (excluding legal fees) incurred by said other party in providing such assistance and cooperation as is requested pursuant to this paragraph. The party initiating or carrying on such legal proceedings shall keep the other party informed defense of the progress of such proceedings and said other party shall be entitled to counsel in such proceedings but action at its own expense. Any award paid by third parties as the result of such proceedings (whether by way of settlement or otherwise) shall first be applied to reimbursement of the unreimbursed legal fees and expenses incurred by either party and then the remainder shall be divided between the parties as follows: (a) (i) If the amount is based on lost profits, CEREBROTEC shall receive an amount equal to the damages the court determines CEREBROTEC has suffered as a result of the infringement less the amount of any royalties that would have been due GENERAL on sales of PRODUCT lost by CEREBROTEC as a result of the infringement had CEREBROTEC made such sales; and.

Infringement. 7.1 GENERAL will protect its PATENT RIGHTS 11.1 During the term of this Agreement, LICENSEE has the first option to police the Licensed Patents and JOINT PATENT RIGHTS from Products against infringement by other parties within the Territory and the Field of Use. This right to police includes defending any action for declaratory judgment of noninfringement or invalidity; and prosecuting, defending or settling all infringement and prosecute infringers when, in declaratory judgment actions at its sole judgement, such action may be reasonably necessary, proper expense and justified. 7.2 If CEREBROTEC shall have supplied GENERAL with written evidence demonstrating to GENERAL'S reasonable satisfaction prima facie infringement of a claim of a PATENT RIGHT in the LICENSE FIELD by a third party, CEREBROTEC may by notice request GENERAL to take steps to protect the PATENT RIGHT. GENERAL shall notify CEREBROTEC within three (3) months of the receipt of such notice whether GENERAL intends to prosecute the alleged infringement. If GENERAL notifies CEREBROTEC that it intends to so prosecute, GENERAL shall, within three (3) months through counsel of its notice selection, except that LICENSEE shall make any such settlement only with the advice and consent of MICHIGAN. MICHIGAN shall provide reasonable assistance to CEREBROTEC either (i) cause infringement to terminate or (ii) initiate legal proceedings against the infringer. In the event GENERAL notifies CEREBROTEC that GENERAL does not intend to prosecute said infringement CEREBROTEC may, upon notice to GENERAL, initiate legal proceedings against the infringer at CEREBROTEC's expense and in GENERAL's name if so required by law. No settlement, consent judgment or other voluntary final disposition of the * Confidential treatment has been requested LICENSEE with respect to certain portions of this exhibit. Such portions are marked such actions, but only if LICENSEE reimburses MICHIGAN for reasonable out-of-pocket expenses incurred in connection with a "[*]" in place of the redacted language. Omitted portions are filed separately with the Securities and Exchange Commission. suit which invalidates or restricts the claims of such PATENT RIGHTS and/or JOINT PATENT RIGHTS may be entered into without the consent of GENERAL, which consent shall not be unreasonable withheld. CEREBROTEC shall indemnify GENERAL against any order for payment that may be made against GENERAL in such proceedings. 7.3 In the event one party shall initiate or carry on legal proceedings to enforce any PATENT RIGHT against any alleged infringer, the other party shall fully cooperate with and supply all assistance reasonably requested by the party initiating or carrying on such proceedings. The party which institutes any suit to protect or enforce a PATENT RIGHT shall have sole control of that suit and shall bear the reasonable expenses (excluding legal fees) incurred by said other party in providing such assistance rendered at LICENSEE's request. If LICENSEE elects to institute any such action or suit, MICHIGAN agrees to be named as a nominal party therein. MICHIGAN retains the right to participate, with counsel of its own choosing and cooperation as is requested pursuant to this paragraph. The party initiating or carrying on such legal proceedings shall keep the other party informed of the progress of such proceedings and said other party shall be entitled to counsel in such proceedings but at its own expense, in any action under this Paragraph 11. 1. Any LICENSEE has full authority to settle on such terms as LICENSEE determines. 11.2 If LICENSEE institutes an action for infringement of a Licensed Patent or defends a declaratory judgment or other action with respect to a Licensed Patent and receives settlement payments or damages awarded, LICENSEE may first recover actual outside attorney fees and other direct, out-of-pocket litigation expenses (not to include any compensation paid to employees of LICENSEE or Affiliates) paid and unrecovered by LICENSEE and shall pay to MICHIGAN [***]% of any remaining such receipts. 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 paid by third parties as set out above, then LICENSEE may credit that annual fee against the result of such proceedings (whether by way of settlement or otherwise) shall first be applied to reimbursement share of the unreimbursed payment or award otherwise due to MICHIGAN, exactly as if that share represented additional royalties due from LICENSEE. 11.3 If LICENSEE fails to take action to abate any alleged infringement of a Licensed Patent wi▇▇▇▇ sixty (60) days of a request by MICHIGAN to do so (or within a shorter period if required to preserve the legal fees rights of MICHIGAN under the laws of any relevant government or political subdivision thereof), then MICHIGAN has the right to take such action (including prosecution of a suit) at its expense and expenses incurred by either party and then the remainder LICENSEE shall use reasonable efforts to cooperate in such action, at MICHIGAN's expense. If MICHIGAN elects to institute any such action or suit, LICENSEE agrees to be divided between the parties as follows: (a) (i) If the amount is based on lost profits, CEREBROTEC shall receive an amount equal to the damages the court determines CEREBROTEC has suffered named as a result nominal party therein. LICENSEE retains the right to participate, with counsel of the infringement less the amount of its own choosing and at its own expense, in any royalties that would have been due GENERAL on sales of PRODUCT lost by CEREBROTEC as a result of the infringement had CEREBROTEC made such sales; andaction under this Paragraph 11.

Infringement. 7.1 GENERAL 19.1. Subject to the limitations set forth in this Section, National will protect its PATENT RIGHTS indemnify, defend and JOINT PATENT RIGHTS hold DSP harmless against any claim, suit or proceeding brought against DSP, and against all damages, losses, liabilities, and costs (including, without limitation, reasonable attorneys' fees) arising out of or resulting from infringement a claim that the exercise of any right or license granted to DSP under this Agreement (including, without limitation, the licensing of the Licensed Technology by DSP under Section 3 and prosecute infringers when, in its sole judgement, such action may be reasonably necessary, proper and justified. 7.2 If CEREBROTEC shall have supplied GENERAL with written evidence demonstrating to GENERAL'S reasonable satisfaction prima facie the use of the Licensed Technology by DSP under Section 5) constitutes an infringement of a claim of a PATENT RIGHT any intellectual property right enforceable in the LICENSE FIELD by a third party, CEREBROTEC may by notice request GENERAL to take steps to protect the PATENT RIGHT. GENERAL shall notify CEREBROTEC within three (3) months of the receipt of such notice whether GENERAL intends to prosecute the alleged infringement. If GENERAL notifies CEREBROTEC that it intends to so prosecute, GENERAL shall, within three (3) months of its notice to CEREBROTEC either (i) cause infringement to terminate or (ii) initiate legal proceedings against the infringer. In the event GENERAL notifies CEREBROTEC that GENERAL does not intend to prosecute said infringement CEREBROTEC may, upon notice to GENERAL, initiate legal proceedings against the infringer at CEREBROTEC's expense and in GENERAL's name if so required by law. No settlement, consent judgment or other voluntary final disposition of the * Confidential treatment has been requested with respect to certain portions of this exhibit. Such portions are marked with a "[*]" . IN NO EVENT SHALL NATIONAL'S LIABILITY UNDER THIS SECTION 19.1 WITH RESPECT TO THIRD PARTY CLAIMS OF PATENT INFRINGEMENT EXCEED THE TOTAL AMOUNT OF FEES PAID BY DSP TO NATIONAL UNDER THIS AGREEMENT. 19.2. Subject to the limitations set forth in place this Section, National will defend any claim, suit or proceeding brought against any DSP Sublicensee and pay damages and costs awarded against such DSP Sublicensee, if based on a claim that the exercise of the redacted languagerights granted to such DSP Sublicensee by DSP pursuant to this Agreement and in accordance with the terms of this Agreement constitutes an infringement of any intellectual property right enforceable in [*]. IN NO EVENT SHALL NATIONAL'S LIABILITY UNDER THIS SECTION 19.2 WITH RESPECT TO THIRD PARTY CLAIMS OF PATENT INFRINGEMENT EXCEED THE TOTAL AMOUNT OF FEES PAID BY A DSP SUBLICENSEE TO DSP AND REMITTED TO NATIONAL PURSUANT TO THIS AGREEMENT. The Parties agree to each DSP Sublicensee shall be an intended third party beneficiary of National's obligations herein. In addition, upon DSP's written request, National agrees to provide confirmation to potential DSP Sublicensees of National's obligations to DSP Sublicensees under this section 19.2. 19.3. National's obligations under this Section 19.0 are conditioned upon receiving prompt written notice from DSP and/or the DSP Sublicensee, as applicable, and being given full and complete authority, information and assistance (at National's expense) for defense of same. National will pay damages and costs therein awarded against DSP or the DSP Sublicensee, as applicable, but will not be responsible for any compromise made without its written consent. In providing such defense, or in the event that the use or sale of any Compliant Product incorporating, embodying or based upon the Licensed Technology is held to constitute infringement and the use or sale of such Compliant Product is enjoined, National shall, at its sole discretion, [*] ------------------- [*] Omitted portions are pursuant to a confidential treatment request. The material has been filed separately with the Securities and Exchange Commission. [*] 19.4. National's defense and indemnity obligations herein do not extend to any claim, suit which invalidates or restricts the claims proceeding based upon an infringement or alleged infringement of such PATENT RIGHTS and/or JOINT PATENT RIGHTS may be entered into without the consent of GENERAL, which consent shall not be unreasonable withheld. CEREBROTEC shall indemnify GENERAL against any order for payment that may be made against GENERAL in such proceedings. 7.3 In the event one party shall initiate or carry on legal proceedings to enforce any PATENT RIGHT against any alleged infringer, the other party shall fully cooperate with and supply all assistance reasonably requested by the party initiating or carrying on such proceedings. The party which institutes any suit to protect or enforce a PATENT RIGHT shall have sole control of that suit and shall bear the reasonable expenses (excluding legal fees) incurred by said other party in providing such assistance and cooperation as is requested pursuant to this paragraph. The party initiating or carrying on such legal proceedings shall keep the other party informed of the progress of such proceedings and said other party shall be entitled to counsel in such proceedings but at its own expense. Any award paid by third parties as the result of such proceedings (whether by way of settlement or otherwise) shall first be applied to reimbursement of the unreimbursed legal fees and expenses incurred by either party and then the remainder shall be divided between the parties as follows: (a) an intellectual property right by: (i) If the amount is based on lost profits, CEREBROTEC shall receive an amount equal to the damages the court determines CEREBROTEC has suffered as a result manufacturing process of DSP or a DSP Sublicensee; (ii) any modification of the infringement less Licensed Technology not made by National; or (iii) the amount of any royalties that would have been due GENERAL on sales of PRODUCT lost by CEREBROTEC as a result use of the infringement had CEREBROTEC made Licensed Technology or any derivatives arising out of the use of the Licensed Technology, in combination with other equipment, technology or software not purchased or licensed from National, provided that such sales; andclaims would not have occurred but for such process, combination, modification or enhancement.

Infringement. 7.1 GENERAL will protect its PATENT RIGHTS GTx shall inform UTRF and JOINT PATENT RIGHTS from UTRF shall inform GTx promptly in writing of any alleged assertion and/or claim of infringement of the Licensed Patents by a Third Party and prosecute infringers when, in its sole judgement, such action may be reasonably necessary, proper and justifiedof any available evidence thereof. 7.2 If CEREBROTEC GTx shall have supplied GENERAL with written evidence demonstrating the first, sole and exclusive right, but shall not be obligated, to GENERAL'S reasonable satisfaction prima facie infringement of a claim of a PATENT RIGHT in the LICENSE FIELD by a third partyprosecute or defend at its own expense all infringements or opposition, CEREBROTEC may by notice request GENERAL to take steps to protect the PATENT RIGHT. GENERAL shall notify CEREBROTEC within three (3) months interference and ex parte proceedings of the receipt Licensed Patents, including prosecuting for any misappropriation of Licensed Technology or Licensed Products. The Parties acknowledge that as to Licensed Patents that UTRF owns “in part”, such right on the part of GTx shall not preclude UTRF’s co-owner(s) from taking any action they may have available to them in law or by contract. In furtherance of such notice whether GENERAL intends right granted to prosecute the alleged infringementGTx, UTRF hereby agrees that GTx may include UTRF as a party plaintiff in any such suit, without expense to UTRF. If GENERAL notifies CEREBROTEC that it intends to so prosecute, GENERAL shall, within three (3) months The total cost of its notice to CEREBROTEC either (i) cause any such infringement to terminate action commenced or (ii) initiate legal proceedings against the infringer. In the event GENERAL notifies CEREBROTEC that GENERAL does not intend to prosecute said infringement CEREBROTEC may, upon notice to GENERAL, initiate legal proceedings against the infringer at CEREBROTEC's expense and in GENERAL's name if so required defended by lawGTx shall be borne by GTx. No settlement, consent judgment judgment, or other voluntary final disposition of the * Confidential treatment has been requested with respect to certain portions of this exhibit. Such portions are marked with a "[*]" in place of the redacted language. Omitted portions are filed separately with the Securities and Exchange Commission. suit which invalidates or restricts the claims of such PATENT RIGHTS and/or JOINT PATENT RIGHTS suits may be entered into without the consent of GENERALUTRF, provided that such consent shall not be unreasonably withheld and that UTRF shall not condition such consent on an increase in payments to UTRF hereunder. 7.3 If within six (6) months after having been notified of an alleged infringement by a Third Party, GTx has not brought or is not diligently prosecuting an infringement action, or if GTx has notified UTRF at any time prior thereto of its intention not to bring suit against any alleged infringement of the Patents, then, and in those events only, UTRF shall have the right, but shall not be obligated, to prosecute at its own expense any infringement of the Licensed Patents, and UTRF may, for such purposes, use the name of GTx as party plaintiff. No settlement, consent judgment, or other voluntary final disposition of the suit may be entered into without the consent of GTx, which consent shall not unreasonably be unreasonable withheld. CEREBROTEC shall indemnify GENERAL against After deduction of outstanding expenses of UTRF, including attorney fees, and any order for payment that may be made against GENERAL in expenses of GTx, including attorney fees incurred prior to UTRF’s pursuit of such proceedings. 7.3 In the event one party shall initiate or carry on legal proceedings to enforce any PATENT RIGHT against any alleged infringerinfringement, the other party shall fully cooperate with and supply all assistance reasonably requested by the party initiating or carrying on balance remaining from any such proceedings. The party which institutes any suit to protect or enforce a PATENT RIGHT shall have sole control of that suit and shall bear the reasonable expenses (excluding legal fees) incurred by said other party in providing such assistance and cooperation as is requested pursuant to this paragraph. The party initiating or carrying on such legal proceedings shall keep the other party informed of the progress of such proceedings and said other party shall be entitled to counsel in such proceedings but at its own expense. Any award paid by third parties as the result of such proceedings (whether by way of settlement or otherwise) shall first be applied to reimbursement of the unreimbursed legal fees and expenses incurred by either party and then the remainder recovery shall be divided equally between the parties as follows: (a) (i) If the amount is based on lost profits, CEREBROTEC shall receive an amount equal to the damages the court determines CEREBROTEC has suffered as a result of the infringement less the amount of any royalties that would have been due GENERAL on sales of PRODUCT lost by CEREBROTEC as a result of the infringement had CEREBROTEC made such sales; andGTx and UTRF.

Infringement. 7.1 GENERAL 8.1 Resolve Systems shall defend Licensee, at Resolve Systems’ sole expense, against any claims brought against Licensee by any third party alleging that Licensee’s authorized use of the Licensed Products in accordance with the terms and conditions of these Terms and Conditions, the Agreement and the Documentation constitutes a direct infringement or misappropriation of a patent claim(s), copyright, trade secret right or similar intellectual property right, worldwide. Resolve Systems will protect pay damages finally awarded against Licensee (or the amount of any settlement Resolve Systems enters into) with respect to such claims, provided under no circumstances will Resolve System have any liability in excess of the amount of the Licensee Fee actually received by Resolve Systems (less any amounts refunded to Licensee pursuant to Section 8.2 below). Licensee may participate in the defense of such claims at its PATENT RIGHTS and JOINT PATENT RIGHTS from infringement and prosecute infringers when, in its sole judgement, such action may be reasonably necessary, proper and justifiedown expense. 7.2 If CEREBROTEC shall have supplied GENERAL with written evidence demonstrating 8.2 In the event that an injunction or order is issued by a court of competent jurisdiction against Licensee’s use of any Licensed Product resulting from a claim to GENERAL'S reasonable satisfaction prima facie infringement which Resolve Systems’ defense and indemnity duties apply, or if in Resolve Systems’ opinion any Licensed Products is likely to become the subject of a claim of a PATENT RIGHT infringement, Resolve Systems shall have the right in the LICENSE FIELD by a third party, CEREBROTEC may by notice request GENERAL its sole discretion and expense to take steps to protect the PATENT RIGHT. GENERAL shall notify CEREBROTEC within three (3) months pursue any of the receipt of such notice whether GENERAL intends to prosecute the alleged infringement. If GENERAL notifies CEREBROTEC that it intends to so prosecute, GENERAL shall, within three (3) months of its notice to CEREBROTEC either following: (i) cause infringement to terminate procure for Licensee’s benefit the right to continue using the Licensed Product; or (ii) initiate legal proceedings against replace or modify the infringerLicensed Product so that it becomes noninfringing. In the event GENERAL notifies CEREBROTEC that GENERAL does not intend to prosecute said infringement CEREBROTEC may, upon notice to GENERAL, initiate legal proceedings against the infringer at CEREBROTEC's expense and in GENERAL's name if so required by law. No settlement, consent judgment or other voluntary final disposition of the * Confidential treatment has been requested with respect to certain portions of this exhibit. Such portions are marked with a "[*]" in place of the redacted language. Omitted portions are filed separately with the Securities and Exchange Commission. suit which invalidates or restricts the claims of such PATENT RIGHTS and/or JOINT PATENT RIGHTS may be entered into without the consent of GENERAL, which consent shall not be unreasonable withheld. CEREBROTEC shall indemnify GENERAL against any order for payment that may be made against GENERAL in such proceedings. 7.3 In the event one party shall initiate or carry on legal proceedings to enforce any PATENT RIGHT against any alleged infringer, the other party shall fully cooperate with and supply all assistance reasonably requested by the party initiating or carrying on such proceedings. The party which institutes any suit to protect or enforce a PATENT RIGHT shall have sole control of that suit and shall bear the reasonable expenses (excluding legal fees) incurred by said other party in providing such assistance and cooperation as is requested pursuant to this paragraph. The party initiating or carrying on such legal proceedings shall keep the other party informed of the progress of such proceedings and said other party shall be entitled to counsel in such proceedings but at its own expense. Any award paid by third parties as the result of such proceedings (whether by way of settlement or otherwise) shall first be applied to reimbursement of the unreimbursed legal fees and expenses incurred by If either party and then the remainder shall be divided between the parties as follows: (a) option (i) If or (ii) are not commercially feasible, Resolve Systems shall terminate the amount is based license for the affected Software by written notice to Licensee and refund the License Fees received for the affected Licensed Product. 8.3 Resolve Systems’ obligations of indemnity and defense set forth above are conditioned on lost profits(i) Licensee having provided prompt written notice of the claim to Resolve Systems sufficient for Resolve Systems to file its timely response; (ii) Resolve Systems having the sole right to conduct and control the defense and settlement of any claim in its discretion; (iii) Licensee providing reasonable assistance at Resolve Systems’ expense in connection with the claim; (iv) Licensee's use of any modified or replacement Licensed Product supplied or offered to be supplied by Resolve Systems; (v) Licensee’s continual use of the Licensed Product in compliance with these Terms and Conditions and the Agreement and only in combination with equipment and software expressly approved in the Documentation if such claim would not have occurred but for such unauthorized combination; (vi) Licensee making no admissions in respect of such claim without Resolve Systems’ prior written consent; and, CEREBROTEC shall receive an amount equal (vii) Licensee’s compliance with all reasonable instructions given by Resolve Systems relating to the damages the court determines CEREBROTEC has suffered as a result of the infringement less the amount of any royalties that would have been due GENERAL on sales of PRODUCT lost by CEREBROTEC as a result of the infringement had CEREBROTEC made such sales; andclaim. 8.4 This Section 8 states Licensee’s exclusive remedy and Resolve Systems’ entire liability for infringement.

Infringement. 7.1 GENERAL 6.3.1 If either Party believes that an infringement by a Third Party with respect to any Penn Patent Right is occurring or may potentially occur, the knowledgeable Party will protect its PATENT RIGHTS and JOINT PATENT RIGHTS from provide the other Party with (a) written notice of such infringement or potential infringement and prosecute infringers when(b) evidence of such infringement or potential infringement (the “Infringement Notice”). During the period in which, and in its sole judgementthe jurisdiction where, Licensee has exclusive rights under this Agreement, subject to Licensee’s right to institute suit for patent infringement pursuant to Section 6.3.2 if infringing activity of potential commercial significance has not been abated within [***] following the date the Infringement Notice for such action may be reasonably necessaryactivity was provided, proper neither Penn or Licensee will notify such a Third Party (including the infringer) of infringement or put such Third Party on notice of the existence of Penn Patent Rights without first obtaining the written consent of the other Party. If Licensee puts such infringer on notice of the existence of any Penn Patent Right without the prior written consent of Penn prior to the expiration of such [***], then Licensee’s right to initiate a suit under Section 6.3.2 below will terminate immediately without the obligation of Penn to provide notice to Licensee. Both Penn and justifiedLicensee will use their diligent efforts to cooperate with each other to terminate any such infringement without litigation. 7.2 6.3.2 If CEREBROTEC shall have supplied GENERAL with written evidence demonstrating infringing activity of potential commercial significance has not been abated within [***] following the date the Infringement Notice for such activity was provided, then during the period in which, and in the jurisdiction where, Licensee is the sole licensee for certain Penn Patent Rights A and the infringement is a competing product to GENERAL'S reasonable satisfaction prima facie a Licensed Product, Licensee may institute suit for patent infringement of a claim of a PATENT RIGHT in the LICENSE FIELD by a third party, CEREBROTEC may by notice request GENERAL to take steps to protect the PATENT RIGHT. GENERAL shall notify CEREBROTEC within three (3) months of the receipt of such notice whether GENERAL intends to prosecute the alleged infringement. If GENERAL notifies CEREBROTEC that it intends to so prosecute, GENERAL shall, within three (3) months of its notice to CEREBROTEC either (i) cause infringement to terminate or (ii) initiate legal proceedings Penn Patent Rights A against the infringer. In the event GENERAL notifies CEREBROTEC that GENERAL does Penn may voluntarily join such suit at its own expense, but may not intend to prosecute said infringement CEREBROTEC may, upon notice to GENERAL, initiate legal proceedings thereafter commence suit against the infringer at CEREBROTEC's expense for the acts of infringement that are the subject of Licensee’s suit or any judgment rendered in such suit. If in a suit initiated by Licensee, Penn is involuntarily joined other than by Licensee, then Licensee will pay any documented costs incurred by Penn arising out of such suit, including any documented legal fees of counsel that Penn selects and retains to represent it in GENERAL's name if so required by lawthe suit. No Licensee shall be free to enter into a settlement, consent judgment or other voluntary final disposition, provided that any settlement, consent judgment or other voluntary disposition that (i) limits the scope, validity or enforcement of Penn Patent Rights A or (ii) admits fault or wrongdoing on the * Confidential treatment has been part of Penn must be approved in advance by Penn in writing (such approval not to be unreasonably withheld or delayed). Licensee’s request for such approval shall include complete copies of proposed settlement documents, a summary of such settlement, and any other information material to such settlement that is reasonably requested with respect by Penn. Penn shall provide Licensee notice of its approval or denial within thirty (30) days of any request for such approval by Licensee, provided that (x) in the event Penn wishes to certain portions deny such approval, such notice shall include a detailed written description of this exhibit. Such portions are marked with a "Penn’s reasonable objections to the proposed settlement, consent judgment, or other voluntary disposition and (y) Penn shall be deemed to have approved of such proposed settlement, consent judgment, or other voluntary disposition in the event it fails to provide such notice within such thirty (30) day period in accordance herewith. 6.3.3 If, within [*]" in place **] following the date of a request to do so from Penn, infringing activity of potential commercial significance has not been abated and if Licensee has not brought suit against the redacted languageinfringer, then Penn may institute suit for patent infringement against the infringer. Omitted portions are filed separately with the Securities and Exchange Commission. If Penn institutes such suit, then Licensee may not join such suit which invalidates or restricts the claims of such PATENT RIGHTS and/or JOINT PATENT RIGHTS may be entered into without the prior written consent of GENERAL, Penn (which consent shall not be unreasonable withheld. CEREBROTEC shall indemnify GENERAL unreasonably withheld or delayed) and may not thereafter commence suit against the infringer for the acts of infringement that are the subject of Penn’s suit or any order for payment that may be made against GENERAL judgment rendered in such proceedingssuit. 7.3 In 6.3.4 Notwithstanding Sections 6.3.2 and 6.3.3, in the event one party shall initiate or carry on legal proceedings that any Penn Patent Rights A are infringed by a Third Party and any of the infringed Penn Patent Rights A are also licensed by Penn to enforce a Third Party, prior to any PATENT RIGHT against any alleged infringerenforcement action being taken by either Party regarding such infringement, the other party JIPC shall fully cooperate discuss and determine how to handle such infringement by such Third Party. 6.3.5 Any recovery or settlement received in connection with and supply all assistance reasonably requested by the party initiating or carrying on such proceedings. The party which institutes any suit will first be shared by Penn and Licensee equally to protect cover any litigation costs each incurred (to the extent not previously reimbursed) and next shall be paid to Penn or enforce a PATENT RIGHT shall have sole control Licensee to cover any litigation costs it incurred in excess of that suit and shall bear the reasonable expenses (excluding legal fees) incurred by said other party in providing such assistance and cooperation as is requested pursuant to this paragraph. The party initiating or carrying on such legal proceedings shall keep litigation costs of the other party informed (to the extent not previously reimbursed). Any remaining recoveries shall be allocated as follows: For any portion of the progress of such proceedings recovery or settlement, other than for amounts attributable and said other party shall be entitled to counsel in such proceedings but at its own expense. Any award paid by third parties as the result of such proceedings (whether by way of settlement or otherwise) shall first be applied to reimbursement of the unreimbursed legal fees and expenses incurred by either party and then the remainder shall be divided between the parties as followsenhanced damages for willful infringement: (a) (i) If for any suit that is initiated by Licensee and in which Penn was not a party in the amount is based on lost profitslitigation, CEREBROTEC Penn shall receive an amount equal [***] of the recovery and the Licensee shall receive the remainder; and (b) for any suit that is initiated by the Licensee or Penn and that the other Party joins voluntarily (but only to the damages extent such voluntary joining is allowed under this Agreement or expressly by the court determines CEREBROTEC has suffered as other Party in a result separate agreement) or involuntarily, the non-initiating party’s percentage of the infringement total litigation costs incurred by Penn and Licensee, but in no event shall the non-initiating Party receive less than [***] of such recovery, while the amount initiating party shall receive the remainder, and in no case shall Penn receive less than [***] of such recovery. For any portion of the recovery or settlement paid as enhanced damages for willful infringement: (c) for any suit that is initiated by Licensee or Penn and the other Party voluntarily but only to the extent such voluntary joining is allowed under this Agreement or expressly by the other Party in a separate agreement) or involuntarily, the initiating party shall receive [***] and the non-initiating shall receive the remainder; and (d) for any suit that is initiated by Licensee and in which Penn was not a party in the litigation, Penn shall receive [***] and Licensee shall receive the remainder. For any portion of the recovery or settlement received in connection with any suit that is initiated by Penn and in which Licensee was not a party in the litigation, any recovery in excess of litigation costs will belong to Penn. 6.3.6 Each Party will reasonably cooperate and assist with the other in litigation proceedings instituted hereunder but at the expense of the Party who initiated the suit (unless such suit is being jointly prosecuted by the Parties). For clarity, such requirement does not require a Party to join a suit unless otherwise specifically required under this Agreement. If Penn is subjected to third party discovery related to the Penn Patent Rights or Licensed Products licensed to Licensee hereunder, Licensee will pay Penn’s documented out-of-pocket expenses with respect to same. 6.3.7 Penn shall keep Licensee reasonably informed of the initiation and status of any royalties that would have been due GENERAL on sales of PRODUCT lost by CEREBROTEC as action to enforce any Penn Patent Rights A, Penn Patent Rights B, Penn Patent Rights C or Manufacturing Patent Rights pertaining to the Indications or a result of the infringement had CEREBROTEC made such sales; andLicensed Product.

Infringement. 7.1 GENERAL will protect (a) Monogram shall notify MW promptly of any infringements, imitations or unauthorized use of the Licensed Marks by any credit provider(s) (collectively, "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 PATENT RIGHTS expense, to bring any action on account of any infringements, and JOINT PATENT RIGHTS from infringement Monogram shall cooperate with MW as MW may request (and prosecute infringers whenat MW's expense), in connection with any such action reasonably brought by MW. MW may settle infringements at its sole judgementdiscretion (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 may be reasonably necessary, proper and justified. 7.2 If CEREBROTEC shall have supplied GENERAL with written evidence demonstrating promptly of any material developments. MW reserves the right to GENERAL'S reasonable satisfaction prima facie infringement of a claim of a PATENT RIGHT participate at any time in the LICENSE FIELD by a third party, CEREBROTEC may by notice request GENERAL to take steps to protect the PATENT RIGHT. GENERAL shall notify CEREBROTEC within three (3) months of the receipt of such notice whether GENERAL intends to prosecute the alleged infringement. If GENERAL notifies CEREBROTEC that it intends to so prosecute, GENERAL shall, within three (3) months of its notice to CEREBROTEC either (i) cause infringement to terminate or (ii) initiate legal proceedings against the infringerproceedings. In the event GENERAL notifies CEREBROTEC that GENERAL does not intend 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 Monogram. (b) MW shall have the sole right, at its expense, to prosecute said infringement CEREBROTEC may, upon notice to GENERAL, initiate legal proceedings against the infringer at CEREBROTEC's expense defend and in GENERAL's name if so required by law. No settlement, consent judgment or other voluntary final disposition of the * Confidential treatment has been requested with respect to certain portions of this exhibit. Such portions are marked with a "[*]" in place of the redacted language. Omitted portions are filed separately with the Securities and Exchange Commission. suit which invalidates or restricts the claims of such PATENT RIGHTS and/or JOINT PATENT RIGHTS may be entered into without the consent of GENERAL, which consent shall not be unreasonable withheld. CEREBROTEC shall indemnify GENERAL against settle any order for payment action that may be commenced against MW or Monogram alleging that use of the Licensed Marks infringe any rights of others. In such event, Monogram shall, at the reasonable direction of MW, promptly discontinue its use 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, Monogram may defend the same, at its expense, provided that no settlement shall be made against GENERAL 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 participate at any time in such proceedings. It is understood that nothing in this Section 5.15(6)(b) is intended to limit or otherwise modify MW's indemnification obligation under SECTION 5.15(7)(a)) hereof. 7.3 In the event one party shall initiate or carry on legal proceedings to enforce any PATENT RIGHT against any alleged infringer, the other party shall fully cooperate with and supply all assistance reasonably requested by the party initiating or carrying on such proceedings. The party which institutes any suit to protect or enforce a PATENT RIGHT shall have sole control of that suit and shall bear the reasonable expenses (excluding legal fees) incurred by said other party in providing such assistance and cooperation as is requested pursuant to this paragraph. The party initiating or carrying on such legal proceedings shall keep the other party informed of the progress of such proceedings and said other party shall be entitled to counsel in such proceedings but at its own expense. Any award paid by third parties as the result of such proceedings (whether by way of settlement or otherwise) shall first be applied to reimbursement of the unreimbursed legal fees and expenses incurred by either party and then the remainder shall be divided between the parties as follows: (a) (i) If the amount is based on lost profits, CEREBROTEC shall receive an amount equal to the damages the court determines CEREBROTEC has suffered as a result of the infringement less the amount of any royalties that would have been due GENERAL on sales of PRODUCT lost by CEREBROTEC as a result of the infringement had CEREBROTEC made such sales; and

Infringement. 7.1 GENERAL will protect its PATENT RIGHTS and JOINT PATENT RIGHTS from If either party shall determine that there is a probable infringement and prosecute infringers whenof any of the Intellectual Property by a Third Party, that party shall promptly notify the other party in its sole judgement, such action may be reasonably necessary, proper and justified.writing of the infringement, 7.2 If CEREBROTEC shall have supplied GENERAL with written evidence demonstrating to GENERAL'S reasonable satisfaction prima facie infringement of a claim of a PATENT RIGHT in the LICENSE FIELD by a third partySGK, CEREBROTEC may by notice request GENERAL to take steps to protect the PATENT RIGHT. GENERAL shall notify CEREBROTEC within three (3) months of the receipt on discovery or notification of such notice whether GENERAL intends to prosecute the alleged infringement. If GENERAL notifies CEREBROTEC that it intends to so prosecute, GENERAL shall, within three (3) months with reasonable promptness, refer the matter to its intellectual property counsel to perform an infringement evaluation and determine the likelihood of success on the merits of an infringement claim. At its notice option and its expense, NANO may retain its own intellectual property counsel to CEREBROTEC either (i) cause infringement conduct an independent evaluation or to terminate or (ii) initiate legal proceedings against consult with SGK's intellectual property counsel regarding the infringer. In the event GENERAL notifies CEREBROTEC that GENERAL does not intend to prosecute said infringement CEREBROTEC may, upon notice to GENERAL, initiate legal proceedings against the infringer at CEREBROTEC's expense and in GENERAL's name if so required by law. No settlement, consent judgment or other voluntary final disposition of the * Confidential treatment has been requested with respect to certain portions of this exhibit. Such portions are marked with evaluation under a "[*]" in place of the redacted language. Omitted portions are filed separately with the Securities and Exchange Commission. suit which invalidates or restricts the claims of such PATENT RIGHTS and/or JOINT PATENT RIGHTS may be entered into without the consent of GENERAL, which consent shall not be unreasonable withheld. CEREBROTEC shall indemnify GENERAL against any order for payment that may be made against GENERAL in such proceedingssuitable joint privilege agreement. 7.3 In If SGK determines that the event one party shall initiate or carry on facts pertaining to infringement and the likelihood of success of any action warrants taking legal proceedings to enforce any PATENT RIGHT action against any alleged an infringer, SGK shall advise NANO in writing of such determination prior to taking any legal action. If SGK determines that the other party facts pertaining to infringement and the likelihood of success of any action do not warrant taking legal action, it shall so advise NANO. If SGK decides not to pursue legal action, NANO shall have the option to elect to bring an infringement action at its own cost and expense. If NANO decides not to bring litigation for patent infringement, SGK shall not hold NANO liable for lack of infringement litigation. 7.4 The parties agree to fully cooperate with and supply assist each other in any infringement action under the Intellectual Property. If one party brings an infringement action against a Third Party ("litigating party"), the other party, in order to assist in bringing and maintaining the suit, shall: (1) join as a party, if necessary to the maintenance of the infringement action; (ii) grant all assistance reasonably lawful permissions and sign all lawful documents necessary in the litigating party's judgment to prosecute the action; and (iii) give all truthful testimony requested by the litigating party. 7.5 If any infringement action taken shall prove successful and the litigating party initiating shall collect monies by judgment or carrying on such proceedings. The settlement, and provided the other party which institutes any suit to protect or enforce a PATENT RIGHT shall have sole control of that suit complies with Section 7.4, the litigating shall: (1) deduct its intellectual property counsel fees and shall bear the other reasonable expenses attendant to such action, including without limitation expert fees; and (excluding legal feesii) incurred then shall pay to the other party twenty-five (25%) percent of the balance of monies collected by said judgment or settlement. 7.6 Neither party may settle an infringement claim without the prior approval of the other party if such settlement would affect the rights of the other party in providing such assistance and cooperation as is requested pursuant to this paragraph. The party initiating or carrying on such legal proceedings shall keep the other party informed of the progress of such proceedings and said other party shall be entitled to counsel in such proceedings but at its own expense. Any award paid by third parties as the result of such proceedings (whether by way of settlement or otherwise) shall first be applied to reimbursement of the unreimbursed legal fees and expenses incurred by either party and then the remainder shall be divided between the parties as follows: (a) (i) If the amount is based on lost profits, CEREBROTEC shall receive an amount equal to the damages the court determines CEREBROTEC has suffered as a result of the infringement less the amount of any royalties that would have been due GENERAL on sales of PRODUCT lost by CEREBROTEC as a result of the infringement had CEREBROTEC made such sales; andLicensed Patents.

Infringement. 7.1 GENERAL Each of Syntex and Biomatrix will protect its PATENT RIGHTS and JOINT PATENT RIGHTS from infringement and prosecute infringers when, promptly notify the other party in its sole judgement, such action may be reasonably necessary, proper and justified. 7.2 If CEREBROTEC shall have supplied GENERAL with written evidence demonstrating to GENERAL'S reasonable satisfaction prima facie writing of any infringement of a claim Patent or Trademark or unauthorized disclosure or use of any Confidential Information, of which it becomes aware in the Territory. Biomatrix shall have the exclusive right to take all legal action in the Territory it deems necessary or advisable to eliminate or minimize the consequences of such infringement of a PATENT RIGHT Patent or Trademark in the LICENSE FIELD by a third partyTerritory. For the purpose of taking any such legal action, CEREBROTEC Biomatrix shall have the right to use 38 -36- the name of Syntex as plaintiff, either solely or jointly in accordance with the applicable rules of procedure. Syntex shall promptly furnish Biomatrix with whatever written authority may by notice request GENERAL be required in order to take steps enable Biomatrix to protect use Syntex's name in connection with any such legal action, and shall otherwise cooperate fully and promptly with Biomatrix in connection with any such action, provided that Biomatrix shall promptly reimburse Syntex's direct out-of-pocket expenses incurred in connection therewith. All proceeds realized upon any judgment or settlement regarding such action (net of all direct out-of-pocket expenses relating thereto) shall be shared * Notwithstanding the PATENT RIGHT. GENERAL shall notify CEREBROTEC within three (3) months of the receipt of such notice whether GENERAL intends to prosecute the alleged infringement. If GENERAL notifies CEREBROTEC that it intends to so prosecuteforegoing, GENERAL shall, within three (3) months of its notice to CEREBROTEC either if Biomatrix (i) cause notifies Syntex in writing that it does not intend to exercise its rights to take legal action in the Territory to eliminate or minimize the consequences of an infringement to terminate of a Patent or Trademark in the Territory or (ii) initiate legal proceedings against the infringer. In the event GENERAL notifies CEREBROTEC that GENERAL does not intend fails to prosecute said infringement CEREBROTEC may, upon notice commence such action * following either party's notification to GENERAL, initiate legal proceedings against the infringer at CEREBROTEC's expense and in GENERAL's name if so required by law. No settlement, consent judgment or other voluntary final disposition of the * Confidential treatment has been requested with respect to certain portions of this exhibit. Such portions are marked with a "[*]" in place of the redacted language. Omitted portions are filed separately with the Securities and Exchange Commission. suit which invalidates or restricts the claims of such PATENT RIGHTS and/or JOINT PATENT RIGHTS may be entered into without the consent of GENERAL, which consent shall not be unreasonable withheld. CEREBROTEC shall indemnify GENERAL against any order for payment that may be made against GENERAL in such proceedings. 7.3 In the event one party shall initiate or carry on legal proceedings to enforce any PATENT RIGHT against any alleged infringer, the other party of such infringement, then Syntex shall fully be entitled, at its own cost and expense, to take such legal action, and Biomatrix shall cooperate with Syntex in connection therewith to the same extent and supply all assistance reasonably requested by upon the party initiating or carrying on such proceedings. The party which institutes any suit same terms as Syntex is required to protect or enforce a PATENT RIGHT shall have sole control of cooperate with Biomatrix when Biomatrix exercises its rights under this Section 14; provided, however, that suit and shall bear the reasonable expenses (excluding legal fees) incurred by said other party in providing such assistance and cooperation as is requested pursuant to this paragraph. 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 Biomatrix shall be entitled to counsel in such proceedings but at its own expense. Any award paid by third parties as the result of such proceedings (whether by way of settlement or otherwise) shall first be applied to reimbursement of the unreimbursed legal fees and expenses incurred by either party and then the remainder shall be divided between the parties as follows: (a) (i) If the amount is based on lost profits, CEREBROTEC shall receive an amount equal to the damages the court determines CEREBROTEC has suffered as a result * of the infringement less the amount (net of Syntex's direct out-of-pocket expenses in prosecuting such action) of any royalties that would have been due GENERAL on sales of PRODUCT lost by CEREBROTEC as a result of the infringement had CEREBROTEC made such sales; andjudgement award or settlement payable to Syntex.

Infringement. 7.1 GENERAL will protect its PATENT RIGHTS UIRF and JOINT PATENT RIGHTS from infringement and prosecute infringers when, in its sole judgement, such action may be reasonably necessary, proper and justified. 7.2 If CEREBROTEC shall have supplied GENERAL with written evidence demonstrating Licensee agree to GENERAL'S reasonable satisfaction prima facie infringement of a claim of a PATENT RIGHT in the LICENSE FIELD by a third party, CEREBROTEC may by notice request GENERAL to take steps to protect the PATENT RIGHT. GENERAL shall notify CEREBROTEC within three (3) months of the receipt of such notice whether GENERAL intends to prosecute the alleged infringement. If GENERAL notifies CEREBROTEC that it intends to so prosecute, GENERAL shall, within three (3) months of its notice to CEREBROTEC either (i) cause infringement to terminate or (ii) initiate legal proceedings against the infringer. In the event GENERAL notifies CEREBROTEC that GENERAL does not intend to prosecute said infringement CEREBROTEC may, upon notice to GENERAL, initiate legal proceedings against the infringer at CEREBROTEC's expense and in GENERAL's name if so required by law. No settlement, consent judgment or other voluntary final disposition of the * Confidential treatment has been requested with respect to certain portions of this exhibit. Such portions are marked with a "[*]" in place of the redacted language. Omitted portions are filed separately with the Securities and Exchange Commission. suit which invalidates or restricts the claims of such PATENT RIGHTS and/or JOINT PATENT RIGHTS may be entered into without the consent of GENERAL, which consent shall not be unreasonable withheld. CEREBROTEC shall indemnify GENERAL against any order for payment that may be made against GENERAL in such proceedings. 7.3 In the event one party shall initiate or carry on legal proceedings to enforce any PATENT RIGHT against any alleged infringer, promptly inform the other party shall fully cooperate with and supply all assistance reasonably requested by the party initiating or carrying on such proceedings. The party which institutes in writing of any suit to protect or enforce a PATENT RIGHT shall have sole control of that suit and shall bear the reasonable expenses (excluding legal fees) incurred by said other party in providing such assistance and cooperation as is requested pursuant to this paragraph. The party initiating or carrying on such legal proceedings shall keep the other party informed suspected infringement of the progress Patent Rights or Technical Information along with any available evidence of such proceedings and said other party shall be entitled to counsel infringement lawfully in such proceedings but at the possession of Licensee or its own expense. Any award paid by third parties as the result of such proceedings (whether by way of settlement or otherwise) shall first be applied to reimbursement of the unreimbursed legal fees and expenses incurred by either party and then the remainder shall be divided between the parties as follows:Sublicensee(s). (a) (i) If An exclusive Licensee has the amount first right to enforce the Patent Rights in its name in the Field and Territory against infringers or otherwise act to eliminate infringement at its sole cost and expense, provided that the license is based on lost profitsexclusive at the commencement of the action and remains exclusive throughout the action, CEREBROTEC shall receive and provided Licensee keeps UIRF fully informed with the right and opportunity to advise and comment. Prior to commencing any such action an amount equal exclusive Licensee will give careful consideration to the damages views of UIRF and to the court determines CEREBROTEC has suffered as potential effects on the public interest in making a result decision whether or not to ▇▇▇ and, in the case of the infringement less Sublicensee(s) not a party to such action, Licensee agrees to report UIRF's views to the amount Sublicensee(s). UIRF will reasonably cooperate, at Licensee's expense, in any such actions. Licensee shall act in good faith to preserve UIRF's right, title and interest in and to the Patent Rights. Licensee shall pay to UIRF twenty-five percent (25%) of any royalties recovery in such suit or settlement, net of all reasonable and documented out-of-pocket costs and expenses associated with such suit or settlement. (b) Licensee is not permitted to settle or agree to a consent judgement in any action that would have been due GENERAL impose any material obligation on sales or make any admission of PRODUCT lost by CEREBROTEC as fault on behalf of UIRF, including compromising the Patent Rights, without UIRF's express written consent, which it may withhold. Nothing herein shall prevent UIRF from seeking to require that Licensee grant such third party infringer a result sublicense permitting such infringer of the infringement had CEREBROTEC made Patent Rights to practice under the Patent Rights if such sales; andpractice is allowed under a settlement arrangement entered into by UIRF in good faith with a third party infringer. Notwithstanding the foregoing, Licensee shall have the right to review and approve a settlement arrangement prior to UIRF's final acceptance of its terms. Such approval shall not be unreasonably withheld by Licensee. Licensee's approval of a settlement arrangement shall be assumed if written notice of Licensee's rejection of a settlement arrangement is not received by UIRF from Licensee within five (5) business days of receipt of notice from UIRF to Licensee of its terms. UIRF shall enter into any such settlement arrangement in good faith.

Infringement. 7.1 GENERAL will protect Rockefeller agrees to notify Amgen promptly of any evidence of third party infringement of the Licensed Patent Rights and all details of such infringement of Licensed Patent Rights of which it becomes aware. 7.2 Amgen, or its PATENT RIGHTS and JOINT PATENT RIGHTS from infringement and prosecute infringers whensublicensees, shall have the right but not the obligation, in its sole judgementown name, to institute patent infringement proceedings against third parties based on any Licensed Patent Rights licensed hereunder. The expense of any such proceedings, including lawyers’ fees and costs, shall be borne by Amgen. Each Party shall execute all necessary and proper documents and take all other appropriate action required to institute and prosecute such proceedings. If Amgen or its sublicensee elects to commence an action for infringement and Rockefeller is a legally indispensable party to such action, Rockefeller shall have the right to assign to Amgen its right, title and Interest in the subject patent(s) or application(s) (subject to its obligations to the U.S. government) in lieu of joining as an indispensable party, should that be sufficient for purposes of commencing and maintaining the action. Regardless of such assignment or not, however, Rockefeller shall cooperate fully with Amgen in such action may be reasonably necessary, proper and justified. 7.2 If CEREBROTEC shall have supplied GENERAL with written evidence demonstrating to GENERAL'S reasonable satisfaction prima facie infringement of a claim of a PATENT RIGHT in upon request by Amgen. During the LICENSE FIELD by a third party, CEREBROTEC may by notice request GENERAL to take steps to protect the PATENT RIGHT. GENERAL shall notify CEREBROTEC within three (3) months of the receipt of such notice whether GENERAL intends to prosecute the alleged infringement. If GENERAL notifies CEREBROTEC that it intends to so prosecute, GENERAL shall, within three (3) months of its notice to CEREBROTEC either (i) cause infringement to terminate or (ii) initiate legal proceedings against the infringer. In the event GENERAL notifies CEREBROTEC that GENERAL does not intend to prosecute said infringement CEREBROTEC may, upon notice to GENERAL, initiate legal proceedings against the infringer at CEREBROTEC's expense and in GENERAL's name if so required by law. No settlement, consent judgment or other voluntary final disposition of the * Confidential treatment has been requested with respect to certain portions term of this exhibit. Such portions are marked Agreement, Rockefeller agrees to use its best efforts to ensure that Dr. ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ and any co-inventors of Licensed Patent Rights (and/or other Rockefeller or ▇▇▇▇▇▇ ▇▇▇▇▇▇ Medical Institute employees as might reasonably be requested for assistance by Amgen) will be available to cooperate with a "[*]" in place of the redacted language. Omitted portions are filed separately Amgen at Amgen’s request and expense In connection with the Securities and Exchange Commission. suit which invalidates or restricts the claims of such PATENT RIGHTS and/or JOINT PATENT RIGHTS may be entered into without the consent of GENERAL, which consent shall not be unreasonable withheld. CEREBROTEC shall indemnify GENERAL against any order for payment that may be made against GENERAL in such proceedingsaction. 7.3 In the event one party shall initiate or carry on legal proceedings to enforce any PATENT RIGHT against any alleged infringer, the other party shall fully cooperate with and supply all assistance reasonably requested by the party initiating or carrying on such proceedings. The party which institutes any suit to protect or enforce a PATENT RIGHT shall have sole control of that suit and shall bear the reasonable expenses (excluding legal fees) incurred by said other party in providing such assistance and cooperation as is requested pursuant to this paragraph. The party initiating or carrying on such legal proceedings shall keep the other party informed of the progress of such proceedings and said other party shall be entitled to counsel in such proceedings but at its own expense. Any award paid by third parties as the a result of such patent infringement proceedings (whether by way of settlement or otherwise) shall first be applied to toward reimbursement of for the unreimbursed legal fees and expenses incurred by either party incurred, and then the remainder excess, if any, shall be divided between treated as Net Sales, prorated over the parties as follows: (a) (i) If the amount is based on lost profits, CEREBROTEC shall receive an amount equal to the damages the court determines CEREBROTEC has suffered as a result period of the alleged infringement, of Products, on which Amgen shall pay the applicable royalty. So long as such infringement less the amount of proceedings continue, Amgen shall be permitted to reserve any royalties that would have been royalty due GENERAL to Rockefeller on sales of PRODUCT lost the affected Product in the country in question until such time as the proceedings have been concluded. If the patent is finally held to be valid and infringed by CEREBROTEC any such third party, the reserved royalty shall thereupon be promptly paid to Rockefeller; if such patent is finally held to be unenforceable or invalid, then Rockefeller shall not be entitled to the reserved royalty and no further royally shall be due by Amgen or its sublicensees under that patent; royalties theretofore paid may be retained. 7.4 Should Amgen In any calendar year be required to pay royalties in any country under third party patents in order to make, use, or sell a Product hereunder, Amgen shall have the right to deduct such royalties from any royalties due Rockefeller in that country, up to a maximum of [*], provided, however, that the royalty owed to Rockefeller shall never be less than [*] of the amount otherwise payable by Amgen to Rockefeller on Net Sales of such Product pursuant to Section 6 in the affected country. In the event unlicensed competition should render it impossible for Amgen to make an acceptable profit in any country of the Territory, the Parties shall meet to discuss an appropriate further reduction in the royalty due Rockefeller for that country. 7.5 Amgen shall have the first right, but not the obligation, to defend any suit against Amgen or its sublicensees alleging infringement of any third party patent right arising out of the manufacture, use, or sale of a Product by Amgen or its sublicensees. Rockefeller and Amgen shall confer with each other and cooperate during the defense of any such action. If Amgen finds it necessary or desirable for Rockefeller to join Amgen as a result party, Rockefeller shall execute all papers or perform such other acts as may reasonably be required by Amgen. Rockefeller agrees to use its best efforts to ensure that Dr. ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ and any co-inventors of Licensed Patent Rights (and/or other Rockefeller or ▇▇▇▇▇▇ ▇▇▇▇▇▇ Medical Institute employees as might reasonably be requested for assistance by Amgen) will be available to cooperate with Amgen at Amgen’s request and expense for pursuing such action. Rockefeller shall be entitled to participate in and have counsel selected by it participate in any such action. Amgen shall bear the costs and expenses associated with any such suit or action. So long as such Infringement proceedings by a third party continue, Amgen shall be permitted to reserve the royalty payable to Rockefeller on the sales of any affected Product in the country in question until such time as the proceedings have been concluded. If the third party patent right is finally held to be uninfringed, unenforceable or invalid, then any reserved amount shall be promptly paid to Rockefeller. If the third party patent right is finally held to be valid and infringed by Amgen or its sublicensees or Amgen or the sublicensees enter into a settlement of such proceedings, Amgen or its sublicensees shall pay the full amount of such royalties, damages and/or settlement amounts due to such third party. 7.6 Unless abandoned or terminated, the licenses herein granted shall continue for the lives of any patents licensed hereunder as the same or the effectiveness thereof may be extended by an governmental authority, rule or regulation applicable thereto. Thereafter, upon expiration of all Licensed Patent Rights in a country, Amgen shall have a fully paid-up license to make, use and sell the Products(s) in that country. 7.7 In any infringement had CEREBROTEC made such sales; suit that Amgen may institute to enforce or defend the Licensed Patent Rights pursuant to this Agreement, Rockefeller, at the request and expense of Amgen, shall cooperate in all respects and, to the extent possible, have its employees testify when requested and make available relevant records, papers, information, samples, specimens, and the like.

Infringement. 7.1 GENERAL will protect its PATENT RIGHTS and JOINT PATENT RIGHTS from infringement and prosecute infringers when, in its sole judgement, such action may be reasonably necessary, proper and justified. 7.2 If CEREBROTEC shall have supplied GENERAL with written evidence demonstrating to GENERAL'S reasonable satisfaction prima facie infringement of a claim of a PATENT RIGHT in the LICENSE FIELD by a third party, CEREBROTEC may by notice request GENERAL to take steps to protect the PATENT RIGHT. GENERAL shall notify CEREBROTEC within three (3) months of the receipt of such notice whether GENERAL intends to prosecute the alleged infringement. If GENERAL notifies CEREBROTEC that it intends to so prosecute, GENERAL shall, within three (3) months of its notice to CEREBROTEC either (i) cause infringement to terminate or (ii) initiate legal proceedings against the infringer. A. In the event GENERAL notifies CEREBROTEC that GENERAL a third part appears to be infringing one or more of the Licensed Patents, CONVATEC shall bring such infringement to the attention of LICENSOR. If LICENSOR does not intend institute infringement proceedings against such third party within ninety (90) days after written notice from CONVATEC that such third party appears to prosecute said infringement CEREBROTEC maybe infringing one or more of the Licensed Patents, CONVATEC shall have the right to take whatever steps in its own and sole discretion it shall deem advisable, including but not limited to, settlement or the 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 notice reasonable notice, cooperate and, to GENERALthe extent deemed necessary or desirable by CONVATEC and at CONVATEC’s expense, initiate legal proceedings against the infringer at CEREBROTEC's expense and participate in GENERAL's name if so required by law. No settlement, consent judgment or other voluntary final disposition of the * Confidential treatment has been requested with respect to certain portions of this exhibit. Such portions are marked with a "[*]" in place of the redacted language. Omitted portions are filed separately with the Securities and Exchange Commission. suit which invalidates or restricts the claims of such PATENT RIGHTS and/or JOINT PATENT RIGHTS may be entered into without the consent of GENERAL, which consent shall not be unreasonable withheld. CEREBROTEC shall indemnify GENERAL against any order for payment that may be made against GENERAL in such proceedings. 7.3 In the event one party shall initiate or carry on legal proceedings to enforce any PATENT RIGHT against any alleged infringer, the other party shall fully cooperate with and supply all assistance reasonably requested by the party initiating or carrying on such proceedings. The party which institutes any suit to protect or enforce a PATENT RIGHT shall have sole control enjoin such infringement and to collect, for the benefit of that suit CONVATEC, damages, profits and shall bear the reasonable expenses (excluding legal fees) incurred by said other party in providing awards of any nature recoverable for such assistance and cooperation as is requested pursuant to this paragraphinfringement. The party initiating or carrying on such legal proceedings shall keep the other party informed of the progress costs and expenses of such proceedings and said other suit or settlement shall be borne by CONVATEC. Recovery of damages in any such suit or settlement with any third party shall be entitled inure to counsel the benefit of CONVATEC; however, CONVATEC shall after first recouping its reasonable attorneys' fees and costs incurred in connection with such proceedings but at its own expense. Any award paid by third parties as suit or settlement apply any excess recovered damages to reimbursing LICENSOR, to the result extent of such proceedings (whether by way of settlement or otherwise) shall first be applied to reimbursement of excess, the unreimbursed legal fees and expenses incurred by either party and then the remainder shall be divided between the parties as follows: (a) (i) If the amount is based on lost profits, CEREBROTEC shall receive an amount equal to the damages the court determines CEREBROTEC has suffered as a result of the infringement less the amount of any royalties that would have been due GENERAL on sales payable to LICENSOR but for application of PRODUCT lost by CEREBROTEC as Article V, Paragraph E, hereof. B. LICENSOR agrees should a result third party institute a patent infringement suit in any country of the infringement 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 country hereunder with respect to such Product. In the event such third party suit is successfully defended by CONVATEC, it shall, upon final determination thereof, pay to LICENSOR all royalties that would have been payable to LICENSOR if such suit had CEREBROTEC made not been instituted, less reasonable attorneys’ fees and costs incurred by CONVATEC in connection with such sales; andsuit, which shall not exceed the total amount of royalties payable to LICENSOR by virtue of said successful defense and final determination.

Infringement. 7.1 GENERAL will protect its PATENT RIGHTS and JOINT PATENT RIGHTS from infringement and prosecute infringers when, in its sole judgement, such action may be reasonably necessary, proper and justified. 7.2 If CEREBROTEC shall have supplied GENERAL with written evidence demonstrating to GENERAL'S reasonable satisfaction prima facie infringement of a claim of a PATENT RIGHT in the LICENSE FIELD by a third party, CEREBROTEC may by notice request GENERAL to take steps to protect the PATENT RIGHT. GENERAL shall notify CEREBROTEC within three (3) months of the receipt of such notice whether GENERAL intends to prosecute the alleged infringement. If GENERAL notifies CEREBROTEC that it intends to so prosecute, GENERAL shall, within three (3) months of its notice to CEREBROTEC either (i) cause infringement to terminate or (ii) initiate legal proceedings against the infringer. 8.1 In the event GENERAL notifies CEREBROTEC that GENERAL does there is infringement of the PATENTS, the PARTIES shall notify each other in writing to that effect. During the one hundred twenty (120) day period after such notice, SSC will have the right, but not intend the obligation to prosecute said infringement CEREBROTEC may, upon notice to GENERAL, initiate legal proceedings bring suit against the infringer at CEREBROTEC's expense alleged infringer. SSC shall bear the expenses of any suit brought by it and in GENERAL's name if so required by law. No settlement, consent judgment shall retain all damages or other voluntary final disposition of the * Confidential treatment has been requested with respect to certain portions of this exhibit. Such portions are marked with a "[*]" monies awarded or received in place of the redacted language. Omitted portions are filed separately with the Securities and Exchange Commission. suit which invalidates or restricts the claims settlement of such PATENT RIGHTS and/or JOINT PATENT RIGHTS may be entered into without suit. If SSC elects to bring suit, SSC shall have the consent of GENERALfinal decision on all matters relating to litigation and any settlement discussions; provided, which consent however, that SSC shall not be unreasonable withheld. CEREBROTEC enter into any settlement agreement or take any position in litigation, and shall indemnify GENERAL against take reasonable efforts to prevent Tyco from entering into any order for payment settlement or taking any position in litigation, that may be made against GENERAL in such proceedings. 7.3 In compromises or adversely impacts the event one party shall initiate or carry on legal proceedings rights granted to enforce any PATENT RIGHT against any alleged infringerLICENSEE under this Agreement (including, but not limited to, the other party shall fully exclusivity granted to LICENSEE within the field of use of angiographic guidewire introducers) without LICENSEE's prior written consent. LICENSEE will use reasonable efforts to cooperate with and supply all assistance reasonably requested by the party initiating or carrying on SSC in any such proceedings. The party which institutes any suit to protect or enforce a PATENT RIGHT shall have sole control of that suit and shall bear have the reasonable expenses (excluding legal fees) incurred right to consult with SSC and be represented by said other party in providing such assistance and cooperation as is requested pursuant to this paragraph. The party initiating or carrying on such legal proceedings shall keep the other party informed of the progress of such proceedings and said other party shall be entitled to its own counsel in such proceedings but at its own expense. Any award All reasonable costs incurred by LICENSEE associated with providing such cooperation to SSC will be paid by third parties as SSC. In the result event either SSC or Tyco, without LICENSEE's prior written consent, enters into any settlement agreement or takes any position in litigation that eliminates the exclusivity granted to LICENSEE within the field of use of angiographic guidewire introducers, the minimum annual royalties specified in Section 5.2 hereof shall automatically be reduced by one-half. If, after the expiration of said one hundred twenty (120) days from the date of such proceedings notice, SSC has not brought suit against a third party infringer, then LICENSEE shall have the right after such one hundred twenty (whether by way 120) day notice period, but not the obligation, to bring suit against such infringer and join SSC as a party plaintiff provided that LICENSEE shall bear all expenses of such suit. LICENSEE shall retain all damages or other monies awarded or received in settlement or otherwise) shall first be applied of such suit. SSC will reasonably attempt to reimbursement cooperate with LICENSEE in any suit for infringement of the unreimbursed legal fees subject patent brought by LICENSEE against a third party and shall have the right to consult with LICENSEE and to participate in and be represented by independent counsel in such litigation at its own expense. All reasonable costs incurred by SSC associated with providing cooperation to LICENSEE shall be paid by LICENSEE. Where it is necessary for LICENSEE to have standing to file the suit, SSC shall assign limited concurrent rights to the licensed PATENTS for the terms of the suit. 8.2 In the event LICENSEE has decided to bring suit against an infringer, it shall use reasonable commercial efforts to ▇▇▇▇▇ such infringement. It is understood that the term best efforts under this Paragraph 8.2 shall include the filing for injunctive relief and all other actions which could bring about an early abatement of the infringing activity. Notwithstanding the foregoing, LICENSEE shall not enter into any settlement agreement, or take any position in litigation which adversely impacts SSC's rights under this Agreement without written consent by SSC. During the period commencing with LICENSEE's filing of a complaint for infringement of the licensed PATENTS (or the PARTIES' receipt of a filed complaint from a third party) and ending on a court's issuance of a final non-appealable decision or other termination of the proceeding, LICENSEE's royalty obligation under Paragraph 5.2 shall be reduced by the costs and expenses LICENSEE has incurred in enforcing and protecting the PATENTS against infringement by either party and then third parties. 8.3 In the remainder event of such infringement, LICENSEE's remedies against SSC shall be divided between limited to those remedies expressly set forth in this Article 8. It is also understood and agreed that infringement proceedings referenced in this section includes proceedings challenging the parties as follows: (a) (i) If the amount is based on lost profits, CEREBROTEC shall receive an amount equal to the damages the court determines CEREBROTEC has suffered as a result validity of the infringement less the amount of any royalties that would have been due GENERAL on sales of PRODUCT lost by CEREBROTEC as a result of the infringement had CEREBROTEC made such sales; andPATENTS.

Infringement. 7.1 GENERAL will protect its PATENT RIGHTS and JOINT PATENT RIGHTS from infringement and prosecute infringers when[ * ] = CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, in its sole judgementMARKED BY BRACKETS, such action may be reasonably necessaryHAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 406 OF THE SECURITIES ACT OF 1933, proper and justifiedAS AMENDED. 7.2 If CEREBROTEC shall have supplied GENERAL with written evidence demonstrating to GENERAL'S reasonable satisfaction prima facie infringement of a claim of a PATENT RIGHT in the LICENSE FIELD by a third party, CEREBROTEC may by notice request GENERAL to take steps to protect the PATENT RIGHT. GENERAL shall notify CEREBROTEC within three (3a) months of the receipt of such notice whether GENERAL intends to prosecute the alleged infringement. If GENERAL notifies CEREBROTEC that it intends to so prosecute, GENERAL shall, within three (3) months of its notice to CEREBROTEC either (i) cause infringement to terminate or (ii) initiate legal proceedings against the infringer. In the event GENERAL notifies CEREBROTEC that GENERAL a Party becomes aware of any alleged or threatened infringement of the Licensed Patents in the Territory, such Party shall promptly notify the other Party in writing. Shionogi shall have the right, but not the obligation, at its discretion and expense, to enforce the Licensed Patents against such infringement, and to defend the Licensed Patents against any claims of invalidity or unenforceability in the Territory. Peninsula shall give Shionogi all reasonable information and assistance with respect to such enforcement. Except as set forth in Section 12.3(b), any damages or remuneration received as a result of such action shall be [*] after reimbursing for the costs and expenses incurred by Peninsula for its assistance. (b) Peninsula shall have the right, but not the obligation, at its discretion and expense, to join in such action and seek damages for its lost profits caused by such infringement. Any damages or remuneration received as a result of such action shall be applied first to reimburse each Party for the costs and expenses incurred in such action. Any remaining amount of such damages or remuneration shall be allocated by the Parties [*] of the Parties. (c) If Shionogi does not intend take any legal action for any reason with respect to prosecute said such infringement CEREBROTEC maywithin one hundred twenty (120) days following Peninsula's notification, upon notice Peninsula shall have the right to GENERAL, initiate legal proceedings bring any appropriate suit or action against the infringer at CEREBROTECPeninsula's expense expense. Shionogi shall give Peninsula all reasonable information and in GENERAL's name if so required by law. No settlement, consent judgment or other voluntary final disposition of the * Confidential treatment has been requested assistance with respect to certain portions of this exhibit. Such portions are marked with a "[*]" in place of the redacted language. Omitted portions are filed separately with the Securities and Exchange Commission. suit which invalidates or restricts the claims of such PATENT RIGHTS and/or JOINT PATENT RIGHTS may be entered into without the consent of GENERAL, which consent shall not be unreasonable withheld. CEREBROTEC shall indemnify GENERAL against any order for payment that may be made against GENERAL in such proceedings. 7.3 In the event one party shall initiate or carry on legal proceedings to enforce any PATENT RIGHT against any alleged infringer, the other party shall fully cooperate with and supply all assistance reasonably requested by the party initiating or carrying on such proceedings. The party which institutes any suit to protect or enforce a PATENT RIGHT shall have sole control of that suit and shall bear the reasonable expenses (excluding legal fees) incurred by said other party in providing such assistance and cooperation as is requested pursuant to this paragraph. The party initiating or carrying on such legal proceedings shall keep the other party informed of the progress of such proceedings and said other party shall be entitled to counsel in such proceedings but at its own expenseinfringement. Any award paid by third parties damages or remuneration received as the a result of such proceedings (whether by way of settlement or otherwise) action shall first be applied to reimbursement of the unreimbursed legal fees [*] after reimbursing any cost and expenses incurred by either party and then the remainder shall be divided between the parties as follows: (a) (i) If the amount is based on lost profits, CEREBROTEC shall receive an amount equal to the damages the court determines CEREBROTEC has suffered as a result of the infringement less the amount of any royalties that would have been due GENERAL on sales of PRODUCT lost by CEREBROTEC as a result of the infringement had CEREBROTEC made such sales; andShionogi for its assistance.

Infringement. 7.1 GENERAL will protect (a) If any of the patents under which OSIRIS is licensed or sublicensed hereunder is infringed by the sale by a THIRD PARTY of a THERAPEUTIC PRODUCT or DIAGNOSTIC PRODUCT, subject to the provisions of the BIOWHITTAKER AGREEMENT with respect to sublicensed patents, OSIRIS shall have the first right and option but not the obligation to bring an action for such infringement, at its PATENT RIGHTS sole expense, against such THIRD PARTY in the name of OSIRIS and/or in the name of BIOWHITTAKER and/or in the name of a licensor of BIOWHITTAKER, as the case may be, and JOINT PATENT RIGHTS from to join BIOWHITTAKER or its licensor as a party plaintiff if required. OSIRIS shall promptly notify BIOWHITTAKER of any such infringement and prosecute infringers when, in its sole judgement, shall keep BIOWHITTAKER informed as to the prosecution of any action for such action may be reasonably necessary, proper and justified. 7.2 If CEREBROTEC shall have supplied GENERAL with written evidence demonstrating to GENERAL'S reasonable satisfaction prima facie infringement of a claim of a PATENT RIGHT in the LICENSE FIELD by a third party, CEREBROTEC may by notice request GENERAL to take steps to protect the PATENT RIGHT. GENERAL shall notify CEREBROTEC within three (3) months of the receipt of such notice whether GENERAL intends to prosecute the alleged infringement. If GENERAL notifies CEREBROTEC that it intends to so prosecute, GENERAL shall, within three (3) months of its notice to CEREBROTEC either (i) cause infringement to terminate or (ii) initiate legal proceedings against the infringer. In the event GENERAL notifies CEREBROTEC that GENERAL does not intend to prosecute said infringement CEREBROTEC may, upon notice to GENERAL, initiate legal proceedings against the infringer at CEREBROTEC's expense and in GENERAL's name if so required by law. No settlement, consent judgment or other voluntary final disposition of the * Confidential treatment has been requested with respect to certain portions of this exhibit. Such portions are marked with a "[*]" in place of the redacted language. Omitted portions are filed separately with the Securities and Exchange Commission. suit which invalidates adversely affects a patent licensed or restricts the claims of such PATENT RIGHTS and/or JOINT PATENT RIGHTS sublicensed to OSIRIS hereunder may be entered into without the consent of GENERALBIOWHITTAKER, which consent shall not unreasonably be unreasonable withheld. CEREBROTEC shall indemnify GENERAL against any order for payment that may be made against GENERAL in such proceedings. 7.3 (b) In the event one party that OSIRIS shall initiate or carry on undertake enforcement under Section 8.1(a), any recovery of damages by OSIRIS for any such suit shall be applied first in satisfaction of any out of pocket expenses and legal proceedings fees of OSIRIS regarding such suit, and BIOWHITTAKER shall receive ten percent (10%) of the remaining amount. 8.2 In the event that OSIRIS elects not to enforce any PATENT RIGHT against any alleged infringerpursue an action for infringement under Section 8.1, the other party shall fully cooperate with and supply all assistance reasonably requested upon written notice to OSIRIS by the party initiating or carrying on such proceedings. The party which institutes any suit to protect or enforce a PATENT RIGHT BIOWHITTAKER, BIOWHITTAKER shall have sole control of that suit the right and shall bear option, but not the reasonable expenses (excluding legal fees) incurred by said other party in providing such assistance and cooperation as is requested pursuant to this paragraph. The party initiating or carrying on such legal proceedings shall keep the other party informed of the progress of such proceedings and said other party shall be entitled to counsel in such proceedings but obligation at its own expense. Any award paid by third parties as the result of such proceedings (whether by way of settlement or otherwise) shall first be applied cost and expense to reimbursement of the unreimbursed legal fees initiate infringement litigation and expenses incurred by either party and then the remainder shall be divided between the parties as follows:to retain any recovered damages. (a) If any of the patents under which BIOWHITTAKER is licensed or sublicensed hereunder is infringed by the sale by a THIRD PARTY of a MSC PRODUCT in the BIOWHITTAKER FIELD, subject to the provisions of the OSIRIS AGREEMENTS with respect to sublicensed patents, BIOWHITTAKER shall have the right and option but not the obligation to bring an action for such infringement, at its sole expense, against such THIRD PARTY in the name of BIOWHITTAKER and/or in the name of OSIRIS and/or in the name of a licensor of OSIRIS, as the case may be, and to join OSIRIS or its licensor as a party plaintiff if required. BIOWHITTAKER shall promptly notify OSIRIS of any such infringement and shall keep OSIRIS informed as to the prosecution of any action for such infringement. No settlement, consent judgment or other voluntary final disposition of any suit that is brought which adversely affects a patent licensed or sublicensed to BIOWHITTAKER hereunder may be entered into without the consent of OSIRIS, which consent shall not unreasonably be withheld. (ib) If the amount is based on lost profitsIf, CEREBROTEC after permission, BIOWHITTAKER shall undertake enforcement under Section 8.3(a), any recovery of damages by BIOWHITTAKER for any such suit shall be applied first in satisfaction of any out of pocket expenses and legal fees of BIOWHITTAKER regarding such suit, and OSIRIS shall receive ten percent (10%) of the remaining amount. 8.4 If, after permission is granted, BIOWHITTAKER elects not to pursue an amount equal action for infringement under Section 8.3, upon written notice to BIOWHITTAKER by OSIRIS, OSIRIS shall have the right and option, but not the obligation at its cost and expense to initiate infringement litigation and to retain any recovered damages. 8.5 In any infringement suit either PARTY may institute to enforce a patent pursuant to this Agreement, the other PARTY hereto shall, at the request of the PARTY initiating such suit, reasonably cooperate and, to the damages the court determines CEREBROTEC has suffered as a result of the infringement less the amount of any royalties that would extent reasonably possible, have been due GENERAL on sales of PRODUCT lost by CEREBROTEC as a result of the infringement had CEREBROTEC made such sales; andits employees testify when requested and make available relevant records, papers, information, samples, specimens, and the

Infringement. 7.1 GENERAL will protect its PATENT RIGHTS and JOINT PATENT RIGHTS from infringement and prosecute infringers when, 8.1 Either party shall inform the other promptly in its sole judgement, such action may be reasonably necessary, proper and justified. 7.2 If CEREBROTEC shall have supplied GENERAL with written evidence demonstrating to GENERAL'S reasonable satisfaction prima facie writing of any alleged infringement of a claim of a PATENT RIGHT in the LICENSE FIELD Intellectual Property Rights by a third partyparty and of any available evidence thereof. 8.2 During the term of this Agreement, CEREBROTEC UTC shall have the right, but shall not be obligated, to prosecute at its own expense any such infringements of the Intellectual Property Rights. If UTC prosecutes any such infringement, UTC agrees that LICENSEE may join UTC as a party plaintiff in any such suit, without expense to LICENSEE. The total cost of any such infringement action commenced or defended solely by notice request GENERAL UTC shall be borne by UTC and UTC shall keep any recovery or damages for past infringement derived therefrom. 8.3 If within six (6) months after having been notified of any alleged infringement or such shorter time prescribed by law, UTC shall have been unsuccessful in persuading the alleged infringer to take steps to protect the PATENT RIGHT. GENERAL desist and shall not have brought and shall not be diligently prosecuting an infringement action, or if UTC shall notify CEREBROTEC within three (3) months 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 [*#*] any infringement of the receipt of such notice whether GENERAL intends to prosecute the alleged infringement. If GENERAL notifies CEREBROTEC that it intends to so prosecuteIntellectual Property, GENERAL shall, within three (3) months of its notice to CEREBROTEC either (i) cause infringement to terminate or (ii) initiate legal proceedings against the infringer. In the event GENERAL notifies CEREBROTEC that GENERAL does not intend to prosecute said infringement CEREBROTEC and LICENSEE may, upon notice for such purposes, use the name of UTC as party plaintiff; provided, however, that such right to GENERAL, initiate legal proceedings against bring an infringement action shall remain in effect only for so long as the infringer at CEREBROTEC's expense and in GENERAL's name if so required by lawlicense granted herein remains exclusive. No settlement, consent judgment or other voluntary final disposition of the * Confidential treatment has been requested with respect to certain portions of this exhibit. Such portions are marked with a "[*]" in place of the redacted language. Omitted portions are filed separately with the Securities and Exchange Commission. suit which invalidates or restricts the claims of such PATENT RIGHTS and/or JOINT PATENT RIGHTS may be entered into without the consent of GENERALUTC, which consent shall not unreasonably be unreasonable withheld. CEREBROTEC LICENSEE shall indemnify GENERAL UTC against any order for payment that may be made against GENERAL expenses, including attorney's fees, incurred by UTC in such proceedingsproceedings commenced by LICENSEE, and LICENSEE shall keep any recovery or damages for past infringement derived therefrom when the cost of such action is borne solely by LICENSEE. 7.3 8.4 In the event one that LICENSEE and UTC jointly shall undertake the enforcement and/or defense of the Intellectual Property by litigation, then all costs and judgments shall [*#*]. 8.5 In the event that a declaratory judgment action alleging invalidity or noninfringement of any of the Intellectual Property shall be brought against LICENSEE, UTC at its option, shall have the right, within thirty (30) days after commencement of such action, to intervene and take over the sole defense of the action at its own expense. 8.6 In any infringement suit as either party shall initiate or carry on legal proceedings may institute to enforce any PATENT RIGHT against any alleged infringerthe Intellectual Property Rights pursuant to this Agreement, the other party shall fully cooperate with hereto shall, at the request and supply all assistance reasonably requested by expense of the party initiating such suit, cooperate in all respects and, to the extent possible, have its employees testify when requested and make available relevant records, papers, information, samples, specimens, and the like. 8.7 In the event of any infringement or carrying on such proceedings. The party which institutes likely infringement by LICENSEE's use, manufacture or sale of any suit to protect or enforce a PATENT RIGHT shall have sole control of that suit and shall bear the reasonable expenses (excluding legal fees) incurred by said other party in providing such assistance and cooperation as is requested pursuant to this paragraph. The party initiating or carrying on such legal proceedings shall keep the other party informed of the progress Intellectual Property, Know How, Licensed Product, or Licensed Process of such proceedings any third party's intellectual property (collectively, "Infringing Rights"), UTC shall, together with LICENSEE, cooperate in good faith and said other on a mutual and reasonable basis, with each party shall be entitled to counsel in such proceedings but at responsible for its own expense. Any award paid by third parties as the result of such proceedings (whether by way of settlement or otherwise) shall first be applied to reimbursement of the unreimbursed legal fees and expenses incurred by either party and then the remainder shall be divided between the parties as follows:respective expenses: *#*CONFIDENTIAL TREATMENT REQUESTED (a) (i) If To negotiate and settle any dispute with any such third party concerning the amount is based on lost profitsInfringing Rights, CEREBROTEC shall receive an amount equal and otherwise resolve any such infringement and secure LICENSEE's continued rights to the damages Infringing Rights; and (b) To make a reasonable and equitable adjustment, if any, to the court determines CEREBROTEC has suffered as a result royalties paid or otherwise due under this Agreement in respect of licenses or other rights obtained by LICENSEE from third parties under such Infringing Rights in order for LICENSEE to continue to exercise rights granted under this Agreement. 8.8 In no event shall any party to this Agreement be liable for indirect, consequential or similar damages, even if advised of the infringement less the amount possibility of any royalties that would have been due GENERAL on sales of PRODUCT lost by CEREBROTEC as a result of the infringement had CEREBROTEC made such sales; andliability.

Infringement. 7.1 GENERAL will protect 4.1 Each party shall promptly inform the other in writing of any alleged infringement of the Licensed Patent Rights by a third party and of any available evidence thereof. 4.2 Subject to the rights of MGH under the MGH License as set forth on Schedule 4.2, Licensee shall have the first right, but shall not be obligated, to prosecute at its PATENT RIGHTS own expense all material infringements in the Field of the Licensed Patent Rights and, in furtherance of such right, OvaScience hereby agrees that Licensee may include OvaScience as a party plaintiff in any such suit. The total cost of any such infringement action commenced or defended solely by Licensee shall be borne by Licensee, and JOINT PATENT RIGHTS from Licensee shall keep any recovery or damages for past infringement and prosecute infringers whenderived therefrom to the extent such is limited to infringement within the Field. 4.3 OvaScience shall, in its sole judgementreasonable discretion, such action may determine whether pursuing remedies against the alleged infringer is warranted or justified or shall be reasonably necessary, proper and justified. 7.2 If CEREBROTEC shall have supplied GENERAL with written evidence demonstrating likely to GENERAL'S reasonable satisfaction prima facie infringement of a claim of a PATENT RIGHT in the LICENSE FIELD by a third party, CEREBROTEC may by notice request GENERAL to take steps to protect the PATENT RIGHT. GENERAL shall notify CEREBROTEC within three (3) months of the receipt of such notice whether GENERAL intends to prosecute mitigate the alleged infringement. If GENERAL notifies CEREBROTEC that it intends to so prosecute, GENERAL shall, within three (3) months and shall advise Licensee of its notice to CEREBROTEC either determination in this regard. 4.4 If within [***] months after having been notified of an alleged infringement, (i) cause infringement Licensee and/or OvaScience shall have been unsuccessful in persuading the alleged infringer to terminate desist, or (ii) initiate legal proceedings OvaScience shall have failed to advise Licensee, in accordance with Section 4.3, regarding its determination whether to pursue remedies against the alleged infringer. In , or (iii) OvaScience shall have brought an infringement action against the event GENERAL notifies CEREBROTEC alleged infringer but is not diligently prosecuting such infringement action, or (iv) if OvaScience shall have determined that GENERAL does pursuing remedies against the alleged infringer is warranted or justified but Licensee shall at any time thereafter notify OvaScience of its intention not intend to bring or to continue suit against any alleged infringer in the Territory for the Field, then, and in those events only, Licensee shall have the right, but shall not be obligated, to prosecute said at its own expense any infringement CEREBROTEC of the Licensed Patent Rights in the Field in the Territory, and Licensee may, upon notice for such purposes, include OvaScience as a party plaintiff in any such suit, without expense to GENERAL, initiate legal proceedings against the infringer at CEREBROTEC's expense and in GENERAL's name if so required by law. OvaScience. 4.5 No settlement, consent judgment or other voluntary final disposition of the * Confidential treatment has been requested with respect to certain portions of any suit under this exhibit. Such portions are marked with a "[*]" in place of the redacted language. Omitted portions are filed separately with the Securities and Exchange Commission. suit which invalidates or restricts the claims of such PATENT RIGHTS and/or JOINT PATENT RIGHTS Article 4 may be entered into without the consent of GENERALOvaScience, which consent shall not unreasonably be unreasonable withheld. CEREBROTEC shall indemnify GENERAL against any order for payment that may be made against GENERAL in such proceedings, conditioned, or delayed. 7.3 In the event one party 4.6 Any recovery of damages by Licensee for each such suit under this Article 4 shall initiate or carry on be applied first in satisfaction of any unreimbursed expenses and legal proceedings fees of Licensee and OvaScience relating to enforce any PATENT RIGHT against any alleged infringer, the other party shall fully cooperate with and supply all assistance reasonably requested by the party initiating or carrying on such proceedingssuit. The party which institutes balance remaining from any suit to protect or enforce a PATENT RIGHT shall have sole control of that suit and shall bear the reasonable expenses (excluding legal fees) incurred by said other party in providing such assistance and cooperation as is requested pursuant to this paragraph. The party initiating or carrying on such legal proceedings shall keep the other party informed of the progress of such proceedings and said other party shall be entitled to counsel in such proceedings but at its own expense. Any award paid by third parties as the result of such proceedings (whether by way of settlement or otherwise) shall first be applied to reimbursement of the unreimbursed legal fees and expenses incurred by either party and then the remainder recovery shall be divided between the parties as follows: (a) (i) If the amount is based on lost profits, CEREBROTEC shall receive an amount equal Licensee and OvaScience in proportion to the damages the court determines CEREBROTEC has suffered as a result of the infringement less the amount of such recovery relating to infringement in the Field (which shall go to Licensee) and the amount of such recovery relating to infringement outside the Field (which shall go to OvaScience). Licensee and OvaScience agree to make any royalties that would have been due GENERAL on sales of PRODUCT lost by CEREBROTEC as a result of the infringement had CEREBROTEC made such sales; andpayments required to one another under this Section 4.6 within

Infringement. 7.1 GENERAL will protect its PATENT RIGHTS and JOINT PATENT RIGHTS from infringement and prosecute infringers when, in its sole judgementjudgment, such action may be reasonably necessary, proper and justified. However, in recognition of the extensive investment AGA has made and continues to make in the commercialization of PRODUCT in the PRIMARY LICENSE TERRITORY, GENERAL agrees that it will not undertake any such action in the PRIMARY LICENSE TERRITORY unilaterally without consulting AGA and will refrain from taking any such action if AGA can promptly present sound commercial reason against doing so, provided that in GENERAL’S sole judgment, reasonably exercised, such refraining will not constitute laches, or raise an estoppel, or run out the statute of limitations, or otherwise jeopardize GENERAL’S ability to protect or enforce the PATENT RIGHTS against the same infringer or other infringers if at any time GENERAL should wish to do so. 7.2 If CEREBROTEC AGA shall have supplied GENERAL with by written notice evidence demonstrating to GENERAL'S ’S reasonable satisfaction prima facie infringement of a claim VALID CLAIM of a an issued PRIMARY PATENT RIGHT in the LICENSE FIELD by a third partyparty in the PRIMARY LICENSE TERRITORY, CEREBROTEC may AGA may, by notice such notice, request GENERAL to take steps to protect the PATENT RIGHTVALID CLAIM. GENERAL shall notify CEREBROTEC AGA within three (3) [**] months of the receipt of such notice whether GENERAL intends to prosecute the alleged infringementinfringer. If GENERAL notifies CEREBROTEC AGA that it intends to so prosecute, GENERAL shall, within three (3) [**] months of its notice to CEREBROTEC AGA either (i) cause infringement to terminate or (ii) initiate legal proceedings against the infringer. In the event GENERAL notifies CEREBROTEC AGA that GENERAL does not intend to prosecute said infringement CEREBROTEC the alleged infringer, AGA may, upon notice to GENERAL, promptly initiate legal proceedings against the infringer at CEREBROTEC's AGA’s expense and in GENERAL's name ’S name, if so required by law. No settlement, consent judgment or other voluntary final disposition of the * Confidential treatment has been requested with respect to certain portions of this exhibit. Such portions are marked with a "[*]" in place of the redacted language. Omitted portions are filed separately with the Securities and Exchange Commission. suit which invalidates or restricts the claims of such PATENT RIGHTS and/or JOINT PATENT RIGHTS may be entered into without the consent of GENERAL, which consent shall not be unreasonable withheld. CEREBROTEC shall indemnify GENERAL against any order for payment that may be made against GENERAL in such proceedings. 7.3 In the event one party Party shall initiate or carry on legal proceedings to enforce any VALID CLAIM of an issued PRIMARY PATENT RIGHT in the PRIMARY LICENSE TERRITORY against any alleged infringer, the other party Party shall fully cooperate with and supply all assistance reasonably requested by the party Party initiating or carrying on such proceedings; provided, however, that in the event a VALID CLAIM thus asserted is declared invalid, unenforceable, or not infringed in such proceedings, that fact without more shall not give rise to any liability of either Party to the other. The party Party which institutes any suit to protect or enforce such a PATENT RIGHT VALID CLAIM shall have sole control of that suit and shall bear the reasonable expenses (excluding legal fees) incurred by said other party Party in providing such assistance and cooperation as is requested pursuant to this paragraph. The party Party initiating or carrying on such legal proceedings shall keep the other party Party informed of the progress of such proceedings and said the other party Party shall be entitled to counsel in such proceedings proceedings, but at its own expense. Any award paid by third parties as the result of such proceedings (whether by way of settlement or otherwise) shall first be applied to reimbursement of the unreimbursed legal fees and expenses incurred by either party the Parties, provided that if the award is insufficient to fully reimburse both Parties, it shall be divided between them in proportion to their respective fees and then the expenses. After reimbursement of legal fees and expenses, any remainder shall be divided between the parties Parties as follows: (a) (i) If the amount is based on lost profits, CEREBROTEC : AGA shall receive an amount equal to the damages the court determines CEREBROTEC AGA has suffered as a result of the infringement less the amount of any royalties that would have been due GENERAL on sales of PRODUCT lost by CEREBROTEC AGA as a result of the infringement had CEREBROTEC AGA made such sales; andand GENERAL shall receive an amount equal to the royalties it would have received if such sales had been made by AGA; or (b) As to awards other than those based on lost profits, [**]%) percent to the Party initiating such proceedings and [**]%) percent to the other Party. 7.4 For the purpose of the proceedings agreed to under this Article 7, the GENERAL and AGA shall permit the use of their names and shall execute such documents and carry out such other acts as may be necessary. 7.5 In the event that AGA markets a PRODUCT pursuant to its license to SECONDARY PATENT RIGHTS under paragraph 2.2 hereof, at AGA’s request the parties shall negotiate in good faith appropriate provisions for the protection of the licensed rights in the SECONDARY LICENSE TERRITORY, taking into account the rights and interests of any other licensee(s) of GENERAL in connection with such SECONDARY PATENT RIGHTS.