Common use of Infringement Clause in Contracts

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

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

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

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

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

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

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

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

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

Infringement. 14.01 LICENSEE 8.1 The Parties shall immediately promptly notify LICENSOR each other of any unauthorized use and/or suspected infringement of any Licensed Patents. 8.1.1 During the INTELLECTUAL PROPERTYTerm, COMPANY shall, at its expense, have the right to enforce any Licensed Patents against such infringer and may defend any declaratory judgment action brought against it alleging the invalidity of a Licensed Patent. Such notification COMPANY agrees to defend LICENSOR against any counterclaim brought against it in such action. LICENSOR shall includecooperate with reasonable requests from COMPANY in such effort, without limitationat COMPANY'S expense, immediately forwarding including being joined as a party to such action, if necessary. COMPANY shall reimburse LICENSOR for actual costs incurred, including reasonable attorneys’ fees, as part of any and all documents relating action brought by COMPANY. 8.1.2 COMPANY shall use its best efforts to terminate any such unauthorized use or suspected infringement of any Licensed Patents or resolve any other actual or potential claim(s) or cause(s) of action without resorting to litigation, which may include negotiating and providing LICENSOR executing a sublicense agreement that complies with the terms of this Agreement. COMPANY understands and agrees that any and sublicense entered into under this Section must satisfy all facts and circumstances relating to such unauthorized use or suspected infringement. 14.02 LICENSOR shall have requirements of a sublicense as set forth in Section 2.5, including obtaining written approval from EMORY on behalf of the primary, and in the first instance sole, right to institute a suit for infringement, unfair competition or other LICENSOR. Before COMPANY commences an action with respect to any unauthorized infringement or potential infringement or commences an action filed by, or responds to an allegation raised by, a third party, it shall give careful consideration to the views and the potential effects on the public interest in making its decision whether or not to sue or how to respond. LICENSOR shall use reasonable efforts in accordance with their own policies and procedures to cooperate with COMPANY in connection with any such remedial action undertaken by COMPANY under this Section, and COMPANY shall be responsible for any costs and expenses incurred by LICENSOR associated with such cooperation. 8.1.3 COMPANY shall not enter into any settlement agreement, voluntary dismissal, consent judgment, agreement pursuant to Section 8.1.2., or suspected other voluntary final disposition in any action regarding the Licensed Patents, without the express written consent of EMORY on behalf of LICENSOR, which shall not be unreasonably withheld. For the avoidance of doubt, COMPANY acknowledges that it shall not be unreasonable for LICENSOR to withhold consent to any settlement agreement, voluntary dismissal, consent judgment, agreement pursuant to Section 8.1.2., or other voluntary final disposition in any action regarding the Licensed Patents that does not include a complete release of such party from all liability or that contains or contemplates any payment by, or injunctive or equitable relief binding upon such party. Any amounts received shall first be applied in satisfaction of the actual and reasonable costs and expenses incurred by COMPANY and any balance shall be deemed to be proceeds of Sales of Licensed Products in the fiscal quarter received. 8.2 If COMPANY fails, within [*****] after receiving notice of a potential infringement. , to institute an action against such infringer or notifies LICENSOR that it does not plan to institute such action, then LICENSOR shall have the sole discretion to determine how to handle or otherwise deal with any infringement or unauthorized use of the INTELLECTUAL PROPERTY, including the right to settle or otherwise compromise any dispute or suit, and do so at its own expense. COMPANY shall promptly notify LICENSEE of its decisioncooperate with LICENSOR in such effort including being joined as a party to such action if necessary. LICENSOR shall have no duty be entitled to initiate retain all damages or costs awarded in such litigation ifaction. Should either LICENSOR or COMPANY be a party to a suit under the provisions of this Article and thereafter elect to abandon such suit, in its sole judgment, such litigation is not warranted or is not in its best interests. 14.03 LICENSEE may join and be represented in, at its own expense by its own counsel, any proceeding relating the abandoning party shall give timely notice to any unauthorized use or suspected infringement to prove its own interests. 14.04 LICENSEE agrees that it shall, at all times, reasonably cooperate with LICENSOR and its counsel, in all respects, with respect to any unauthorized use or suspected or alleged infringement at LICENSOR's expense, including, but not limited to, having LICENSEE's principals, directors, employees, officers and/or agents testify, and making available any records, papers, information, specimens and the like when requested by LICENSOR. 14.05 Any damages and/or recovery received pursuant to such litigation or settlement or compromise shall be the sole and exclusive property of LICENSOR. 14.06 If LICENSOR decides, in its discretion, not to take any action with respect to an unauthorized use or suspected infringement, then LICENSEE other party who may, at its own option and sole expensediscretion, take continue prosecution of such action on suit at its own behalf as it deems appropriate and any damages, recovery, settlement or compromise obtained thereby shall be for the account of LICENSEEexpense.

Infringement. 14.01 LICENSEE shall immediately (a) Each of Company and Manufacturer will notify LICENSOR the other party in writing of any unauthorized use and/or suspected infringement of the INTELLECTUAL PROPERTY. Such notification shall include, without limitation, immediately forwarding to LICENSOR any and all documents relating to any such unauthorized use or suspected infringement and providing LICENSOR with any and all facts and circumstances relating to such unauthorized use or suspected infringement. 14.02 LICENSOR shall have the primary, and in the first instance sole, right to institute a suit for infringement, unfair competition or other action with respect to any unauthorized use or suspected infringement. LICENSOR shall have the sole discretion to determine how to handle or otherwise deal with any infringement or unauthorized use or disclosure of the INTELLECTUAL PROPERTYother party’s IP Rights in the Territory within thirty (30) days after it becomes aware of such infringement or unauthorized use or disclosure. (b) Subject to Sections 4.3(c) and 4.3(d), including each party shall have the exclusive right (but not the obligation) at its own cost to settle take all legal action in the Territory it deems necessary or otherwise compromise advisable to eliminate or minimize the consequences of any dispute infringement or suitunauthorized use or disclosure of its IP Rights in the Territory. (c) Without limiting the generality or applicability of Section 4.3(b), Manufacturer shall have the exclusive right (but not the obligation) at its own cost to take all legal action in the Territory it deems necessary or advisable to eliminate or minimize the consequences of any infringement or unauthorized use or disclosure of the Trademarks in the Territory. All proceeds realized upon any judgment or settlement regarding an action undertaken with respect to the Trademarks shall be retained by Manufacturer. (d) Without limiting the generality or applicability of Section 4.3(b), Company shall have the exclusive right at its own cost to take all legal action in the Territory it deems necessary or advisable to eliminate or minimize the consequences of any infringement or unauthorized use or disclosure of the IP Rights other than Trademarks or Manufacturer Confidential Information as embodied in a Product. For the purpose of taking any such legal action, Company shall have the right, subject to Manufacturer’s prior written consent (which consent shall not be unreasonably withheld) to use the name of Manufacturer as plaintiff, either solely or jointly in accordance with the applicable rules of procedure. Manufacturer shall furnish Company with whatever written authority may be required in order to enable Company to use Manufacturer’s name in connection with any such legal action, and shall promptly notify LICENSEE of its decision. LICENSOR shall have no duty to initiate such litigation if, in its sole judgment, such litigation is not warranted or is not in its best interests. 14.03 LICENSEE may join and be represented in, at its own expense by its own counsel, any proceeding relating to any unauthorized use or suspected infringement to prove its own interests. 14.04 LICENSEE agrees that it shall, at all times, reasonably otherwise cooperate with LICENSOR and its counsel, Company (at Company’s expense) in all respects, connection with any such action. All proceeds realized upon any judgment or settlement regarding an action undertaken with respect to any unauthorized use the IP Rights other than Trademarks or suspected or alleged infringement at LICENSOR's expense, including, but not limited to, having LICENSEE's principals, directors, employees, officers and/or agents testify, and making available any records, papers, information, specimens and the like when requested by LICENSOR. 14.05 Any damages and/or recovery received pursuant to such litigation or settlement or compromise Manufacturer Confidential Information as embodied in a Product shall be used to reimburse Company for the sole costs of litigating or settling such matter and exclusive property of LICENSOR. 14.06 If LICENSOR decides, in its discretion, not to take any action with respect to an unauthorized use or suspected infringement, then LICENSEE may, at its own option and sole expense, take such action on its own behalf as it deems appropriate and any damages, recovery, settlement or compromise obtained thereby shall be paid to Company and to Manufacturer in an amount that compensates Company for lost sales in respect of such infringement and Manufacturer in an amount that reflects the account of LICENSEEsums that would be due Manufacturer from Company based on the lost sales.

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

Infringement. 14.01 LICENSEE 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 immediately promptly notify LICENSOR 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 a Third Party Licensee, if any unauthorized use and/or suspected infringement of or any other third party. As between the INTELLECTUAL PROPERTY. Such notification shall includeparties to this Agreement, without limitation, immediately forwarding to LICENSOR any and all documents relating to any such unauthorized use or suspected infringement and providing LICENSOR with any and all facts and circumstances relating to such unauthorized use or suspected infringement. 14.02 LICENSOR Licensee shall have the primaryfirst and primary right and responsibility at its own expense to defend and control the defense of any such claim against Licensee and/or Third Party Licensees, and in the first instance soleby counsel of its own choice. It is understood that any settlement, right to institute a suit for infringement, unfair competition consent judgment or other voluntary disposition of such actions must be approved by University, such approval not being unreasonably withheld. Subject to the policies of the Board of Governors of 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 such infringement, by counsel of its choice, including any unauthorized use or suspected declaratory judgment action arising from such infringement. LICENSOR shall have the sole discretion to determine how to handle It is understood that any settlement, consent judgment or otherwise deal with any infringement or unauthorized use other voluntary disposition of the INTELLECTUAL PROPERTY, including the right to settle or otherwise compromise any dispute or suit, and shall promptly notify LICENSEE of its decision. LICENSOR shall have no duty to initiate such litigation if, in its sole judgmentactions must be approved by University, such litigation is approval not warranted to be unreasonably withheld. If Licensee recovers monetary damages in the form of lost profits or is not reasonable royalty from a third party infringer, then Licensee shall pay to University a royalty on such amounts calculated in its best interestsaccordance with Section 3.5. 14.03 LICENSEE may join and be represented in9.3 If Licensee elects not to enforce any 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 by and control, take steps to defend or enforce any patent within the Patent Rights and recover, for its own counselaccount, any proceeding relating damages, awards or settlements resulting therefrom. Licensee agrees to cooperate with University in any unauthorized use or suspected infringement reasonable manner deemed by University to prove its own interestsbe necessary in defending any such action, provided that University reimburses Licensee for any out of pocket expenses incurred in providing such assistance. 14.04 LICENSEE agrees that it shall, at all times, reasonably cooperate with LICENSOR and its counsel, in all respects, with respect to any unauthorized use or suspected or alleged infringement at LICENSOR's expense, including, but not limited to, having LICENSEE's principals, directors, employees, officers and/or agents testify9.4 Notwithstanding the foregoing, and making available any records, papers, information, specimens in University’s sole discretion and the like when requested by LICENSOR. 14.05 Any damages and/or recovery received pursuant to such litigation or settlement or compromise shall be the sole and exclusive property of LICENSOR. 14.06 If LICENSOR decides, in its discretion, not to take any action with respect to an unauthorized use or suspected infringement, then LICENSEE may, at its own option and sole expense, take such action on University shall be entitled to participate through counsel of its own behalf as it deems appropriate choosing in any legal action involving the Invention and any damages, recovery, settlement or compromise obtained thereby Patent Rights. Nothing in the foregoing Sections shall be for construed in any way which would limit the account authority of LICENSEEthe Attorney General of North Carolina. University agrees that any future Third Party Licensees of the Patent Rights will be bound by terms which are consistent with, and not in conflict with, the terms of this Article 9.

Infringement. 14.01 LICENSEE shall immediately notify LICENSOR of any unauthorized use and/or suspected infringement 7.1. LICENSEE, as the exclusive commercial user of the INTELLECTUAL PROPERTY. Such notification shall includePatent Rights, without limitation, immediately forwarding to LICENSOR any and all documents relating to any such unauthorized use or suspected infringement and providing LICENSOR with any and all facts and circumstances relating to such unauthorized use or suspected infringement. 14.02 LICENSOR shall have the primary, and first right (but not obligation) to enforce the Patent Rights in the first instance soleField of Use. In exercising these rights, right to institute a suit for infringement, unfair competition or other action with respect to any unauthorized use or suspected infringement. LICENSOR shall have the sole discretion to determine how to handle or otherwise deal with any infringement or unauthorized use of the INTELLECTUAL PROPERTY, including the right to settle or otherwise compromise any dispute or suit, and shall promptly notify LICENSEE of its decision. LICENSOR shall have no duty to initiate such litigation ifLICENSEE, in its sole judgmentdiscretion, may contact alleged third party infringers and take steps to persuade such litigation is third parties to desist from infringing the Patent Rights. LICENSEE shall have the first right, but not warranted or is not the obligation, to initiate and prosecute an infringement action. If LICENSEE declines, then LICENSOR shall, in its best interestssole discretion, have the right (but not the obligation) of initiating and prosecuting an infringement action, or defending a challenge to the validity of the Patent Rights. LICENSEE shall notify LICENSORS of each instance of alleged unlicensed infringement and shall keep LICENSORS informed of all stages of Patent Rights enforcement, and LICENSOR shall use good faith efforts to cooperate with and supply all assistance reasonably requested at the expense of LICENSEE. Without limiting the generality of the foregoing, LICENSORS shall, if necessary to initiate or continue any such legal proceedings, join as party plaintiffs any legal proceedings initiated by LICENSEE at the LICENSEE’s request and expense. All costs of any action to enforce the Patent Rights taken by LICENSEE shall be borne by LICENSEE and any awarded damages derived therefrom less LICENSEE’s costs and expenses in bringing such action shall be treated as Non-Royalty Sublicensing Income under this License Agreement. All costs of any action to enforce the Patent Rights taken by LICENSORS shall be borne by LICENSORS and LICENSORS shall keep any awarded damages derived therefrom. No settlement, consent judgment or other voluntary final disposition of the suit may be entered into without the prior written consent of LICENSORS, which consent shall not unreasonably be withheld. For clarity, LICENSEE shall not be relieved of any monetary obligations under this License Agreement during the pendency of any infringement action taken under Article VII. 14.03 7.2. Each party shall promptly notify the other in writing in the event that a third party shall bring a claim of infringement against LICENSORS or LICENSEE with respect to the Patent Rights, either in the United States or in any foreign country in which there are Patent Rights. 7.3. In the event LICENSEE is sued for patent infringement with respect to exercising its license rights granted hereunder, threatened with such suit, or enjoined from exercising its license rights granted hereunder, LICENSEE may join terminate this License Agreement according to Section 12.1(d) or contest the action against it. In any such action, LICENSEE shall be fully 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 406 PROMULGATED UNDER THE SECURITIES ACT OF 1933, AS AMENDED. responsible for all its costs, including expenses, judgments and settlements, and shall be represented inentitled to proceeds that it may recover, at its own expense by its own counselincluding judgments, settlements and awards. LICENSORS shall not be liable for any losses incurred as the result of an action for infringement brought against LICENSEE as the result of LICENSEE’s exercise of any rights granted under this License Agreement. LICENSEE may not deduct, from payments due to LICENSORS, any proceeding relating portion of its costs related to any unauthorized use judgment or suspected infringement to prove its own interestssettlement of such actions. 14.04 LICENSEE agrees that it 7.4. In any infringement suit as either party may institute to enforce the Patent Rights against third parties pursuant to this License Agreement, or in any infringement action brought against either party by a third party, each party hereto shall, at all timesthe request and expense of the other party, reasonably cooperate with LICENSOR and its counsel, in all respectsrespects and, with respect to any unauthorized use or suspected or alleged infringement at LICENSOR's expensethe extent possible, including, but not limited to, having LICENSEE's principals, directors, employees, officers and/or agents testify, have its employees testify when requested and making make available any relevant records, papers, information, specimens samples, specimens, and the like when requested by LICENSORlike. 14.05 Any damages and/or recovery received pursuant 7.5. Pursuant to the LICENSORS’ retained rights under Section 2.2, the parties agree to make the Patent Rights and Tangible Materials available to non-profit research organizations and allow such litigation or settlement or compromise non-profit research organizations to practice the Patent Rights and use the Tangible Materials solely for non-commercial teaching, research, other educationally-related purposes and clinical patient care purposes at the site(s) of such non-profit research organizations, and such activities shall be the sole and exclusive property of LICENSOR. 14.06 If LICENSOR decides, in its discretion, not to take any action with respect to constitute an unauthorized use or suspected infringement, then LICENSEE may, at its own option provided that any transfer of Patent Rights and sole expense, take Tangible Materials will be administered by a suitable agreement barring commercial use of such action on its own behalf as it deems appropriate Patent Rights and any damages, recovery, settlement or compromise obtained thereby shall be for the account of LICENSEETangible Materials.

Infringement. 14.01 LICENSEE shall immediately notify LICENSOR of any unauthorized use and/or suspected infringement of the INTELLECTUAL PROPERTY. Such notification shall include, without limitation, immediately forwarding to LICENSOR any and all documents relating to any such unauthorized use or suspected 7.1 GENERAL will protect its PATENT RIGHTS from infringement and providing LICENSOR with any and all facts and circumstances relating to such unauthorized use or suspected infringement. 14.02 LICENSOR shall have the primary, and in the first instance sole, right to institute a suit for infringement, unfair competition or other action with respect to any unauthorized use or suspected infringement. LICENSOR shall have the sole discretion to determine how to handle or otherwise deal with any infringement or unauthorized use of the INTELLECTUAL PROPERTY, including the right to settle or otherwise compromise any dispute or suit, and shall promptly notify LICENSEE of its decision. LICENSOR shall have no duty to initiate such litigation ifprosecute infringers when, in its sole judgmentjudgement, such litigation is not warranted or is not in its best interestsaction may be reasonably necessary, proper and justified. 14.03 LICENSEE 7.2 If VIACELL 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, VIACELL may join and be represented inby notice request GENERAL to take steps to protect the PATENT RIGHT. GENERAL shall notify VIACELL within three (3) months of the receipt of such notice whether GENERAL intends to prosecute the alleged infringement. If GENERAL notifies VIACELL that it intends to prosecute, at GENERAL shall, within three (3) months of its own expense by its own counsel, any proceeding relating notice to any unauthorized use or suspected VIACELL either (i) cause infringement to prove its own intereststerminate or (ii) initiate legal proceedings against the infringer. In the event GENERAL notifies VIACELL that GENERAL does not intend to prosecute said infringement VIACELL may, upon notice to GENERAL, initiate legal proceedings against the infringer at VIACELL's expense and in GENERAL's name if so required by law. No settlement, consent judgment or other voluntary final disposition of the suit which invalidates or restricts the claims of such PATENT RIGHTS may be entered into without the consent of GENERAL, which consent shall not be reasonably withheld. VIACELL shall indemnify GENERAL against any order for payment that may be made against GENERAL in such proceedings. 14.04 LICENSEE agrees that it shall7.3 In the event one party shall initiate or carry on legal proceedings to enforce any PATENT RIGHT against any alleged infringer or defend a declaratory judgment action as provided in Paragraph 7.5, at all times, reasonably the other party shall fully cooperate with LICENSOR and its counsel, in supply all respects, with respect to any unauthorized use or suspected or alleged infringement at LICENSOR's expense, including, but not limited to, having LICENSEE's principals, directors, employees, officers and/or agents testify, and making available any records, papers, information, specimens and the like when assistance reasonably requested by LICENSOR. 14.05 Any damages and/or recovery received 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 such litigation or settlement or compromise shall be the sole and exclusive property of LICENSORthis Paragraph 7. 14.06 If LICENSOR decides, in its discretion, not to take any action with respect to an unauthorized use or suspected infringement, then LICENSEE may, at its own option and sole expense, take such action on its own behalf as it deems appropriate and any damages, recovery, settlement or compromise obtained thereby shall be for the account of LICENSEE.

Infringement. 14.01 LICENSEE A. Licensee and CMCC shall immediately notify LICENSOR each inform the other promptly in writing of any unauthorized use and/or suspected alleged infringement by a third party of the INTELLECTUAL PROPERTY. Such notification shall include, without limitation, immediately forwarding to LICENSOR Patent Rights in the Field of Use and of any and all documents relating to any such unauthorized use or suspected infringement and providing LICENSOR with any and all facts and circumstances relating to such unauthorized use or suspected infringementavailable evidence thereof. 14.02 LICENSOR B. During the Term of this Agreement, CMCC shall have the primaryright, and in the first instance solebut shall not be obligated, right to institute a suit for infringement, unfair competition or other action with respect to any unauthorized use or suspected infringement. LICENSOR shall have the sole discretion to determine how to handle or otherwise deal with any infringement or unauthorized use of the INTELLECTUAL PROPERTY, including the right to settle or otherwise compromise any dispute or suit, and shall promptly notify LICENSEE of its decision. LICENSOR shall have no duty to initiate such litigation if, in its sole judgment, such litigation is not warranted or is not in its best interests. 14.03 LICENSEE may join and be represented in, prosecute at its own expense any infringement of the Patent Rights and, in furtherance of such right, Licensee hereby agrees that CMCC may include Licensee as a party plaintiff in any such suit, without expense to Licensee. No settlement, consent judgment or other voluntary final disposition of the suit that adversely affects the rights of Licensee under this Agreement may be entered into without the consent of Licensee. The total cost of any infringement action commenced or defended solely by CMCC shall be borne by CMCC. Any recovery or damages for past infringement derived therefrom will first be applied to CMCC and Licensee’s expenses, including reasonable attorney’s fees, in connection therewith, and any balance remaining then will be divided eighty percent (80%) to CMCC and twenty percent (20%) to Licensee. C. If within three (3) months after having been notified with sufficient facts of any alleged infringement, CMCC shall have been unsuccessful in persuading the alleged infringer to desist and shall not have brought and shall not be diligently prosecuting an infringement action, or if CMCC notifies Licensee of its intention not to bring suit against any alleged infringer then, provided that the exclusive license granted to Licensee in ARTICLE II is still in effect for such relevant Patent Rights, Licensee shall have the right, but shall not be obligated, to prosecute at its own counselexpense any infringement of the Patent Rights. CMCC hereby agrees that Licensee may include CMCC as a party plaintiff in any such suit, without expense to CMCC. No settlement, consent judgment or other voluntary final disposition of the suit may be entered into without the consent of CMCC, which consent shall not be unreasonably withheld. Licensee shall indemnify CMCC against any proceeding order for costs that may be made against CMCC in such proceedings to the extent that such order does not relate to or arise from CMCC’s negligence, reckless misconduct or intentional misconduct during such proceeding. D. In the event Licensee shall undertake the enforcement and/or defense of the Patent Rights by litigation pursuant to Paragraph C of this ARTICLE VII, Licensee may withhold up to fifty percent (50%) of the payments otherwise thereafter due to CMCC under ARTICLE IV above and apply the same toward reimbursement of up to fifty percent (50%) of Licensee’s expenses, including reasonable attorney’s fees, in connection therewith provided that Licensee sends a quarterly report to CMCC detailing such expenses, offset and withholdings. Any recovery of damages by Licensee for each such suit shall be applied first in satisfaction of any unreimbursed expenses and legal fees of CMCC and Licensee relating to such suit and next toward reimbursement of CMCC for any unauthorized use payments under ARTICLE IV past due or suspected withheld and applied pursuant to this ARTICLE VII. Any balance remaining will then be divided eighty percent (80%) to Licensee and twenty percent (20%) to CMCC. E. In the event that a declaratory judgment action alleging invalidity or non-infringement of any of the Patent Rights shall be brought against Licensee, CMCC, at its option, shall have the right, within thirty (30) days after commencement of such action, to prove intervene and participate along with Licensee in the defense of the action at its own interestsexpense. 14.04 LICENSEE agrees that it shallF. In any infringement suit which either Party may institute to enforce the Patent Rights pursuant to this Agreement, at all times, reasonably the other Party hereto shall cooperate with LICENSOR and its counsel, in all respectsreasonable respects and, with respect to any unauthorized use or suspected or alleged infringement at LICENSOR's expensethe extent reasonably possible, including, but not limited to, having LICENSEE's principals, directors, employees, officers and/or agents testify, have its employees testify when requested and making make available any relevant records, papers, information, specimens samples, specimens, and the like when requested by LICENSORlike. 14.05 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 damages and/or recovery received pursuant upfront fees paid to Licensee as part of such litigation or settlement or compromise a sublicense shall be shared between Licensee and CMCC in accordance with the sole and exclusive property terms of LICENSORARTICLE IV, Paragraph C as if they were Sublicensee Payments under this Agreement. 14.06 If LICENSOR decides, in its discretion, not to take any action with respect to an unauthorized use or suspected infringement, then LICENSEE may, at its own option and sole expense, take such action on its own behalf as it deems appropriate and any damages, recovery, settlement or compromise obtained thereby shall be for the account of LICENSEE.

Infringement. 14.01 11.1 During the term of this Agreement, LICENSEE shall immediately notify LICENSOR of any unauthorized use and/or suspected infringement of the INTELLECTUAL PROPERTY. Such notification shall include, without limitation, immediately forwarding to LICENSOR any and all documents relating to any such unauthorized use or suspected infringement and providing LICENSOR with any and all facts and circumstances relating to such unauthorized use or suspected infringement. 14.02 LICENSOR shall have the primary, first option to police the Licensed Patents and in Products against infringement within the first instance sole, Field of Use by other parties. This right to police includes defending any action for declaratory judgment of noninfringement or invalidity; and prosecuting, defending or settling all infringement and declaratory judgment actions at its expense and through counsel of its selection, except that any such settlement shall only be made with the advice and consent of ESCALON. ESCALON shall provide reasonable assistance to LICENSEE with respect to 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 reasonably required by ESCALON. In the event LICENSEE elects to institute any such action or suit, ESCALON agrees to be named as a suit 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 LICENSEE shall institute an action for infringement, unfair competition infringement of a Licensed Patent or defend a declaratory judgment or other action with respect to a Licensed Patent, any unauthorized use portion of any resulting settlement payments or suspected infringementdamages awarded which is received by LICENSEE, less LICENSEE’s actual outside attorney fees and other direct, out-of-pocket litigation expenses, including expenses due 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. LICENSOR If LICENSEE has paid or pays an annual fee to ESCALON under Section 4.6 in the year in which a payment or award as set out above is received, then that annual fee may be credited by LICENSEE against the share of the payment or award otherwise due to ESCALON, 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 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 sole discretion to determine how to handle or otherwise deal with any infringement or unauthorized use of the INTELLECTUAL PROPERTY, including the right to settle or otherwise compromise take such action (including prosecution of a suit) at its expense and LICENSEE shall use reasonable efforts to cooperate in such action, at LICENSEE’s expense. In the event ESCALON elects to institute any dispute such action or suit, and LICENSEE agrees to be named as a nominal party therein. ESCALON shall have full authority to settle on such terms as ESCALON shall determine. 11.4 LICENSEE shall promptly notify ESCALON in writing in detail of the discovery of any allegation by a third party of infringement resulting from the practice of Licensed Patents, and of the initiation of any legal action by LICENSEE of its decision. LICENSOR shall have no duty to initiate such litigation if, in its sole judgment, such litigation is not warranted or is not in its best interests. 14.03 LICENSEE may join and be represented in, at its own expense by its own counsel, any proceeding relating third party with regard to any unauthorized use or suspected infringement to prove its own interests. 14.04 LICENSEE agrees that it shall, at all times, reasonably cooperate with LICENSOR and its counsel, in all respects, with respect to any unauthorized use or suspected or alleged infringement at LICENSOR's expense, including, but not limited to, having LICENSEE's principals, directors, employees, officers and/or agents testify, or noninfringement. LICENSEE shall in a timely manner keep ESCALON informed and making available any records, papers, information, specimens and the like when requested provide copies to ESCALON of all documents regarding all such proceedings or actions instituted by LICENSOR. 14.05 Any damages and/or recovery received pursuant to such litigation or settlement or compromise shall be the sole and exclusive property of LICENSOR. 14.06 If LICENSOR decides, in its discretion, not to take any action with respect to an unauthorized use or suspected infringement, then LICENSEE may, at its own option and sole expense, take such action on its own behalf as it deems appropriate and any damages, recovery, settlement or compromise obtained thereby shall be for the account of LICENSEE.

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

Infringement. 14.01 LICENSEE 8.1 Licensee and CMCC shall immediately notify LICENSOR each inform the other promptly in writing of any unauthorized use and/or suspected alleged infringement known to it by a third party of the INTELLECTUAL PROPERTY. Such notification shall include, without limitation, immediately forwarding to LICENSOR Licensed Patent Rights in the Field of Use and of any and all documents relating to any such unauthorized use or suspected infringement and providing LICENSOR with any and all facts and circumstances relating to such unauthorized use or suspected infringementavailable evidence thereof. 14.02 LICENSOR 8.2 Subject to the ION/NEWCO Sublicense Agreement dated December 3, 1997, Licensee or its Affiliate or Sublicensee shall have the primaryfirst right, and in but not the first instance soleobligation, right to institute a suit for infringement, unfair competition or other action with respect to any unauthorized use or suspected infringement. LICENSOR shall have the sole discretion to determine how to handle or otherwise deal with any infringement or unauthorized use of the INTELLECTUAL PROPERTY, including the right to settle or otherwise compromise any dispute or suit, and shall promptly notify LICENSEE of its decision. LICENSOR shall have no duty to initiate such litigation if, in its sole judgment, such litigation is not warranted or is not in its best interests. 14.03 LICENSEE may join and be represented in, prosecute at its own expense by any infringement of the Licensed Patent Rights which falls, within the Field of Use. If Licensee, its Sublicensee or its Affiliate fails to bring such action or proceedings within a period of two (2) months after receiving written notice of the infringement or if within such time Licensee notifies CMCC that it intends not to bring such action, then CMCC shall have the right, but not the obligation, to prosecute at its own counselexpense any such infringement of the Licensed Patent Rights. If Licensee, its Affiliate or Sublicensee brings such action then Licensee may reduce, by up to fifty percent (50%), the royalty due to CMCC which is earned under the Licensed Patent Rights by fifty percent (50%) of the amount of the expenses and costs of such action, including attorney fees. In the event that such fifty percent (50%) of such expenses and costs exceeds the amount of royalties withheld by Licensee for any proceeding relating calendar year, Licensee may to that extent reduce the royalties due to CMCC from Licensee in succeeding calendar years, but never by more than fifty percent (50%) of the royalty due in any unauthorized use one year. Recoveries or suspected reimbursements from such action shall first be applied to reimburse CMCC, Licensee, its Affiliate, or its Sublicensee, ION and HARVARD, as applicable, for litigation costs, and then to reimburse CMCC for royalties withheld. If CMCC brings such action, then any remaining recoveries or reimbursements shall be retained by CMCC, after payment of any amounts due to HARVARD pursuant to the HARVARD/ION License Agreement. If Licensee, its Affiliate or its Sublicensee brings such action, then any remaining recoveries or reimbursements to CMCC by Licensee due shall be treated as Gross Compensation, after payment of any amounts due to HARVARD pursuant to the HARVARD/ION License Agreement. Notwithstanding anything to the contrary in the foregoing, Licensee shall reimburse CMCC, ION or HARVARD, as appropriate, for any costs incurred by CMCC, ION or HARVARD as part of an action brought by Licensee, its Affiliates or Sublicensees, irrespective of whether CMCC, ION or HARVARD become co-plaintiffs. CMCC shall reimburse Licensee for any costs Licensee incurs as part of an action brought by CMCC or its affiliates, irrespective of whether Licensee becomes a co-plaintiff. 8.3 Licensee shall have no right to institute or prosecute any infringement of the Sheffield Patent Rights which falls within NEWCO’s Field of Use. 8.4 Subject to prove the ION/NEWCO Sublicense Agreement dated December 3, 1997, in the event that NEWCO or its successors institutes an action for infringement of the Licensed Patent Rights in Licensee’s Field of Use, CMCC hereby assigns to Licensee any recoveries due to CMCC resulting from such action. 8.5 If CMCC is deemed to be an indispensable party in a suit brought by Licensee, pursuant to this paragraph, CMCC agrees to be named as a co-plaintiff. If HARVARD or ION is deemed to be an indispensable party in a suit brought by Licensee pursuant to this paragraph, then CMCC will endeavor to secure ION’s and HARVARD’s agreement to be named as a co-plaintiff. 8.6 In the event that a declaratory judgment action alleging invalidity, unenforceability or noninfringement of any of the Licensed Patent Rights shall be brought against Licensee, CMCC, at its option, shall have the right, within thirty (30) days after commencement of such action, to intervene and participate in the defense of the action at its own interestsexpense. 14.04 LICENSEE agrees that it 8.7 In any infringement suit which either party may institute to enforce the Licensed Patent Rights pursuant to this Agreement, the other party hereto shall, at all timesthe request and the expense of the party initiating such suit, reasonably cooperate with LICENSOR and its counsel, in all respectsreasonable respects and, with respect to any unauthorized use or suspected or alleged infringement at LICENSOR's expensethe extent reasonably possible, including, but not limited to, having LICENSEE's principals, directors, employees, officers and/or agents testify, have its employees testify when requested and making make available any relevant records, papers, information, samples, specimens, and the like. 8.8 Licensee shall during the exclusive period of this Agreement have the sole right subject to the terms and conditions hereof to sublicense any alleged infringer for future use of the Licensed Patent Rights. Any up-front fees paid to Licensee as part of such a sublicense shall be treated as Gross Compensation as set forth in Article V. 8.9 If a third party obtains a judgment (consent or otherwise) against Licensee or its Affiliate, as applicable, or obtains a settlement agreement from Licensee or its Affiliate, as applicable, for infringement of a patent based on the manufacture, use, offer to sell, sale, lease or importation of Licensed Products or Licensed Processes, the costs of Licensee’s or its Affiliate’s, as applicable, defense of the third party’s claims will be offset against fifty percent (50%) of the future royalties each year until Licensee or its Affiliate, as applicable, is completely reimbursed for all attorneys fees, court costs, legal fees, damages and/or settlement amounts paid. In addition, in such event and upon payment by Licensee of all amounts due CMCC through the effective date of termination, the Licensee or its Affiliate, against which the judgment is obtained or which enters into the settlement agreement shall have the right to immediately terminate this agreement as to itself. Upon such termination, CMCC shall have no recourse against that Licensee or Affiliate, as applicable, for exercising its right to terminate. CMCC shall, at the request and expense of Licensee, its Affiliate or Sublicensee, as applicable cooperate with Licensee, its Affiliate or Sublicensee, as applicable in any such third party action by making its employees available to testify and by producing relevant, non-privileged records, papers, information, samples, specimens and the like when requested like. CMCC shall endeavor to secure Harvard’s and Ion’s consent to, at Licensee’s, its Affiliate’s or Sublicensee’s, as applicable, request and expense, cooperate with Licensee, its Affiliate or Sublicensee, as applicable in any such third party action by LICENSORmaking its employees available to testify and by producing relevant, non-privileged records, papers, information, samples, specimens and the like. 14.05 Any damages and/or recovery received pursuant 8.10 In the event that a governmental agency in any country or territory compels CMCC to grant a license, or Licensee, its Affiliate or Sublicensee, as applicable, to grant a sublicense to any non-governmental third party under the Licensed Patent Rights, then Licensee, its Affiliate or Sublicensee, as applicable, shall have the benefit during the term of such license, in such territory or country only, of any of the terms granted to such litigation third party which are more favorable than the terms set forth in this Agreement, only if the third party is actually and substantially commercializing Licensed Products or settlement or compromise Licensed Processes. This provision shall be the sole and exclusive property of LICENSORapply to a license granted to a governmental agency only if that governmental agency grants a sublicense to a non-governmental third party. 14.06 If LICENSOR decides, in its discretion, not to take any action with respect to an unauthorized use or suspected infringement, then LICENSEE may, at its own option and sole expense, take such action on its own behalf as it deems appropriate and any damages, recovery, settlement or compromise obtained thereby shall be for the account of LICENSEE.

Infringement. 14.01 LICENSEE COMPANY shall immediately notify LICENSOR inform GI promptly in writing of any unauthorized use and/or suspected alleged infringement of the INTELLECTUAL PROPERTYPATENT RIGHTS by a third party and of any available evidence thereof. Such notification Subject to COMPANY's right to join in the prosecution of infringements set forth below, the OWNERS shall have the right, but not the obligation, to prosecute in their own discretion and at their own expense, all infringements of the PATENT RIGHTS. The total cost of any such sole infringement action shall be borne by the OWNERS, and the OWNERS shall keep any recovery or damages derived therefrom. In any such infringement suits, COMPANY shall, at the OWNERS' expense, cooperate in all respects. COMPANY shall have the right to join the OWNERS' prosecution of any infringements of the PATENT RIGHTS: In any such joint infringement suits, the OWNERS and COMPANY will cooperate in all respects. The OWNERS and COMPANY will agree in good faith on the sharing of the total cost of any such joint infringement action and the sharing of any recovery or Alnylam; GI 2716, 2782 ZTM Dec. 19, 2002; page 13 damages derived therefrom. In the event that the OWNERS decide not to prosecute infringements of the PATENT RIGHTS, neither solely nor jointly with COMPANY, GI shall offer to COMPANY to prosecute any such infringement in its own discretion and at its own expense. GI will offer EuropeRNAi respectively. The OWNERS shall, at COMPANY'S expense, cooperate. The total cost of any such sole infringement action shall be borne by COMPANY, and COMPANY shall keep any recovery or damages derived therefrom. In the event that COMPANY intends to make any arrangements with the infringer to settle the infringement (such as sublicenses), and solely the OWNERS or the OWNERS jointly with COMPANY have prosecuted the infringement, any such settlement needs the prior written approval of GI, which shall not unreasonably be withheld; reasons to withheld include, without limitation, immediately forwarding that the settlement is financially disadvantageous for the OWNERS or GI. Any infringer to LICENSOR any and all documents relating to any which COMPANY grants such unauthorized use or suspected infringement and providing LICENSOR with any and all facts and circumstances relating to such unauthorized use or suspected infringement. 14.02 LICENSOR shall have the primary, and in the first instance sole, right to institute a suit for infringement, unfair competition or other action with respect to any unauthorized use or suspected infringement. LICENSOR shall have the sole discretion to determine how to handle or otherwise deal with any infringement or unauthorized use of the INTELLECTUAL PROPERTY, including the right to settle or otherwise compromise any dispute or suit, and shall promptly notify LICENSEE of its decision. LICENSOR shall have no duty to initiate such litigation if, in its sole judgment, such litigation is not warranted or is not in its best interests. 14.03 LICENSEE may join and be represented in, at its own expense by its own counsel, any proceeding relating to any unauthorized use or suspected infringement to prove its own interests. 14.04 LICENSEE agrees that it shall, at all times, reasonably cooperate with LICENSOR and its counsel, in all respects, with respect to any unauthorized use or suspected or alleged infringement at LICENSOR's expense, including, but not limited to, having LICENSEE's principals, directors, employees, officers and/or agents testify, and making available any records, papers, information, specimens and the like when requested by LICENSOR. 14.05 Any damages and/or recovery received pursuant to such litigation or settlement or compromise sublicenses shall be the sole and exclusive property of LICENSORa SUBLICENSEE under this Agreement. 14.06 If LICENSOR decides, in its discretion, not to take any action with respect to an unauthorized use or suspected infringement, then LICENSEE may, at its own option and sole expense, take such action on its own behalf as it deems appropriate and any damages, recovery, settlement or compromise obtained thereby shall be for the account of LICENSEE.

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

Infringement. 14.01 LICENSEE shall immediately notify LICENSOR of any unauthorized use and/or suspected infringement of the INTELLECTUAL PROPERTY. Such notification shall include, without limitation, immediately forwarding to LICENSOR any and all documents relating to any such unauthorized use or suspected infringement and providing LICENSOR with any and all facts and circumstances relating to such unauthorized use or suspected infringement. 14.02 LICENSOR Company shall have the primaryfirst right to enforce any patent within PATENT RIGHTS against any infringement or alleged infringement thereof, and in shall at all times keep JHU informed as to the first instance sole, right to institute a suit for infringement, unfair competition or other status thereof. Before Company commences an action with respect to any unauthorized use infringement of such patents, Company shall give careful consideration to the views of JHU and to potential effects on the public interest in making its decision whether or suspected infringement. LICENSOR shall have the sole discretion to determine how to handle or otherwise deal with any infringement or unauthorized use of the INTELLECTUAL PROPERTY, including the right to settle or otherwise compromise any dispute or suit, and shall promptly notify LICENSEE of its decision. LICENSOR shall have no duty to initiate such litigation if, in its sole judgment, such litigation is not warranted or is not in its best interests. 14.03 LICENSEE may join and be represented in, at its own expense by its own counsel, any proceeding relating to any unauthorized use or suspected infringement to prove its own interests. 14.04 LICENSEE agrees that it shall, at all times, reasonably cooperate with LICENSOR and its counsel, in all respects, with respect to any unauthorized use or suspected or alleged infringement at LICENSOR's expense, including, but not limited to, having LICENSEE's principals, directors, employees, officers and/or agents testify, and making available any records, papers, information, specimens and the like when requested by LICENSOR. 14.05 Any damages and/or recovery received pursuant to such litigation or settlement or compromise shall be the sole and exclusive property of LICENSOR. 14.06 If LICENSOR decides, in its discretion, not to take any action with respect to an unauthorized use or suspected infringement▇▇▇. Thereafter, then LICENSEE Company may, at its own option 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 Paragraph 4.5. If required by law, JHU shall permit action under this Section to be brought in its name, including being joined as party-plaintiff. However, no settlement, consent judgment or other voluntary final disposition of the suit that concedes the invalidity or unenforceability of any patent within PATENT RIGHTS may be entered into without the prior written consent of JHU, which consent shall not be unreasonably withheld. This right to ▇▇▇ for infringement shall not be used in an arbitrary or capricious manner. JHU shall reasonably cooperate in any such litigation at Company’s expense. If Company elects not to enforce any patent within the PATENT RIGHTS, then it shall so notify JHU in writing within [**] days of receiving notice that an infringement exists, and JHU may, in its sole judgment and at its own expense, take steps to enforce any patent and control, settle, and defend such action on suit in a manner consistent with the terms and provisions hereof, and recover, for its own behalf as it deems appropriate and account, any damages, recoveryawards or settlements resulting therefrom. However, settlement no settlement, consent judgment or compromise obtained thereby other voluntary final disposition of the suit that concedes the invalidity or unenforceability of any patent within PATENT RIGHTS may be entered into without the prior written consent of Company, which consent shall not be for the account of LICENSEEunreasonably withheld.

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

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

Infringement. 14.01 LICENSEE (a) Licensee shall immediately promptly notify LICENSOR Licensor of any unauthorized use and/or suspected infringement infringement(s) of the INTELLECTUAL PROPERTY. Such notification Licensed Property and shall include, without limitation, immediately forwarding to LICENSOR inform Licensor of any and all documents relating to any evidence of such unauthorized use or suspected infringement and providing LICENSOR with any and all facts and circumstances relating to such unauthorized use or suspected infringementinfringement(s). 14.02 LICENSOR shall have the primary, and in the first instance sole, right to institute a suit for infringement, unfair competition or other action with respect to any unauthorized use or suspected infringement. LICENSOR (b) Licensor shall have the sole discretion first right but not the obligation, under its own control and at its own expense, to determine how undertake Enforcement Efforts. Any and all damages, profits, and other monetary awards resulting from such Enforcement Efforts shall be the sole property of Licensor. If required by law, Licensee shall permit any Enforcement Efforts under this Section to handle or otherwise deal with any infringement or unauthorized use of the INTELLECTUAL PROPERTYbe brought in its name, including the right to settle or otherwise compromise any dispute or suitbeing joined as a party-plaintiff, provided that Licensor shall both hold harmless Licensee from and indemnify Licensee against, and shall promptly notify LICENSEE of pay any and all costs, expenses, and liabilities that Licensee incurs in connection with such Enforcement Efforts. In the event that Licensor elects not to pursue an Enforcement Effort and Licensee desires to undertake such Enforcement Efforts itself, the Parties will discuss options in good faith and determine whether Licensee will take such Enforcement Effort on its decision. LICENSOR shall have no duty to initiate such litigation if, in its sole judgment, such litigation is not warranted or is not in its best interests. 14.03 LICENSEE may join and be represented inown, at its own expense expense. In any Enforcement Efforts undertaken by its own Licensee, Licensee shall obtain prior written approval from Licensor as to counsel, any proceeding relating to any unauthorized use or suspected infringement to prove its own interests. 14.04 LICENSEE agrees that it shall, at all times, reasonably cooperate with LICENSOR and its counsel, in all respects, with respect to any unauthorized use or suspected or alleged infringement at LICENSOR's expense, including, but not limited to, having LICENSEE's principals, directors, employees, officers and/or agents testifygeneral litigation strategy, and making available any records, papers, information, specimens and the like when requested by LICENSOR. 14.05 Any damages and/or recovery received pursuant to such litigation or settlement or compromise other voluntary disposition of the Enforcement Efforts and provided further that Licensee shall both hold harmless Licensor from and indemnify Licensor against, and shall pay any and all costs, expenses, and liabilities that Licensor incurs in connection with such Enforcement Efforts. In the event that Licensee does undertake Enforcement Efforts on its own, any and all damages, profits, and other monetary awards resulting from such Enforcement Efforts shall be the sole and exclusive property of LICENSORLicensee. 14.06 If LICENSOR decides, in its discretion, not to take any action with respect to an unauthorized use or suspected infringement, then LICENSEE may, at its own option and sole expense, take such action on its own behalf as it deems appropriate and any damages, recovery, settlement or compromise obtained thereby shall be for the account of LICENSEE.

Infringement. 14.01 LICENSEE shall immediately 6.1 Each party will notify LICENSOR the other in writing of any unauthorized use and/or suspected misappropriation or infringement of any rights in the INTELLECTUAL PROPERTYLicensed Technology of which the party becomes aware. 6.2 The Licensee has the first right (but is not obliged) to take Legal Action at its own cost in relation to any misappropriation or infringement of any rights included in the Licensed Intellectual Property in the Field. Such notification shall includeThe Licensee must discuss any proposed Legal Action with OUI prior to the Legal Action being commenced, and take due account of the legitimate interests of OUI in the Legal Action it takes provided always that the Licensee may act without further consultation if rights in the Licensed Technology would otherwise be prejudiced or lost. 6.3 If the Licensee takes Legal Action under clause 6.2, the Licensee will: 6.3.1 indemnify and hold OUI and the University harmless against all costs (including lawyers’ and patent agents’ fees and expenses), claims, demands and liabilities arising out of or consequent upon a Legal Action and will settle any invoice received from OUI in respect of such costs, claims, demands and liabilities within thirty (30) days of receipt; 6.3.2 treat any account of profits or damages (including, without limitation, immediately forwarding punitive damages) awarded in or paid to LICENSOR the Licensee under any and all documents relating settlement of the Legal Action for any misappropriation or infringement of any rights included in the Licensed Technology as Net Sales exceeding the Royalty Threshold for the purposes of clause 8, having first for these purposes deducted from the award or settlement an amount equal to any such unauthorized use or suspected infringement and providing LICENSOR with legal costs incurred by the Licensee in the Legal Action that are not covered by an award of legal costs; and 6.3.3 keep OUI regularly informed of the progress of the Legal Action, including, without limitation, any and all facts and circumstances relating to such unauthorized use or suspected infringementclaims affecting the scope of the Licensed Technology. 14.02 LICENSOR shall have the primary, and in the first instance sole, right to institute a suit for infringement, unfair competition or other action with respect to 6.4 OUI may take any unauthorized use or suspected infringement. LICENSOR shall have the sole discretion to determine how to handle or otherwise deal with any infringement or unauthorized use of the INTELLECTUAL PROPERTY, including the right to settle or otherwise compromise any dispute or suit, and shall promptly notify LICENSEE of its decision. LICENSOR shall have no duty to initiate such litigation if, in its sole judgment, such litigation is not warranted or is not in its best interests. 14.03 LICENSEE may join and be represented in, Legal Action at its own expense by its own counsel, any proceeding relating cost in relation to any unauthorized use misappropriation or suspected infringement to prove its own interests.of any rights included in the Licensed Intellectual Property Rights where: 14.04 LICENSEE agrees 6.4.1 the Licensee has notified OUI in writing that it shall, at all times, reasonably cooperate with LICENSOR and its counsel, in all respects, with respect to any unauthorized use or suspected or alleged infringement at LICENSOR's expense, including, but does not limited to, having LICENSEE's principals, directors, employees, officers and/or agents testify, and making available any records, papers, information, specimens and the like when requested by LICENSOR. 14.05 Any damages and/or recovery received pursuant to such litigation or settlement or compromise shall be the sole and exclusive property of LICENSOR. 14.06 If LICENSOR decides, in its discretion, not intend to take any action Legal Action in relation to any misappropriation or infringement of any such rights; or 6.4.2 if having received professional advice with respect 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 unauthorized use agreed process for dealing with such misappropriation or suspected infringementinfringement (which may include, then LICENSEE may, at its own option and sole expense, take such action on its own behalf as it deems appropriate and any damages, recovery, settlement or compromise obtained thereby shall be for the avoidance of doubt, seeking a second opinion in respect of such professional advice) within any timescale agreed between OUI and the Licensee and in any event within forty-five (45) days of notification under clause 6.1, provided it shall not settle any action without first consulting with the Licensee and taking account of LICENSEEthe reasonable observations and 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 the Licensee in relation to such Legal Action at the Licensee’s cost and authorises the Licensee to join OUI as a party in any Legal Action where it is a legal requirement for the patent owner to be a plaintiff in the Legal Action, provided that the Licensee indemnifies OUI under clause 6.3.1 for the costs of any legal representation in the Legal Action required by OUI.

Infringement. 14.01 LICENSEE shall immediately 10.01 Alba and Company agree to notify LICENSOR each other promptly of any unauthorized use and/or suspected each infringement or possible infringement of the INTELLECTUAL PROPERTY. Such notification shall include, without limitation, immediately forwarding to LICENSOR any and all documents relating to any such unauthorized use or suspected infringement and providing LICENSOR with any and all facts and circumstances relating to such unauthorized use or suspected infringementPatent Rights of which either party becomes aware. 14.02 LICENSOR shall have the primary, and in the first instance sole, right to institute a 10.02 Company may (a) bring suit for infringement, unfair competition or other action with respect to any unauthorized use or suspected infringement. LICENSOR shall have the sole discretion to determine how to handle or otherwise deal with any infringement or unauthorized use of the INTELLECTUAL PROPERTY, including the right to settle or otherwise compromise any dispute or suit, and shall promptly notify LICENSEE of its decision. LICENSOR shall have no duty to initiate such litigation if, in its sole judgment, such litigation is not warranted or is not in its best interests. 14.03 LICENSEE may join and be represented inown name, at its own expense by expense, and on its own counselbehalf for infringement of presumably valid claims in the Patent Rights licensed to Company; (b) in any such suit, enjoin infringement and collect for its use damages, profits, and awards of whatever nature recoverable for such infringement; and (c) settle any proceeding relating claim or suit for infringement of the Patent Rights. Company may not compel Alba to initiate or join in any such suit for patent infringement. Company may request Alba to initiate or join in any such suit if necessary to avoid dismissal of the suit. If Alba is made a party to any unauthorized use such suit, Company will reimburse and indemnify Alba for any costs, expenses, or suspected fees which Alba incurs as a result of its joinder. In all cases, Company agrees to keep Alba reasonably apprised of the status and progress of any litigation. 10.03 If an infringement to prove action or a declaratory judgment action alleging invalidity or non-infringement of any of the Patent Rights is brought against Company or raised by way of counterclaim or affirmative defense in an infringement suit brought by Company under Section 10.02, Company may (a) defend the suit in its own interests. 14.04 LICENSEE agrees that it shall, at all times, reasonably cooperate with LICENSOR and its counsel, in all respects, with respect to any unauthorized use or suspected or alleged infringement at LICENSOR's expense, including, but not limited to, having LICENSEE's principals, directors, employees, officers and/or agents testify, and making available any records, papers, information, specimens and the like when requested by LICENSOR. 14.05 Any damages and/or recovery received pursuant to such litigation or settlement or compromise shall be the sole and exclusive property of LICENSOR. 14.06 If LICENSOR decides, in its discretion, not to take any action with respect to an unauthorized use or suspected infringement, then LICENSEE mayname, at its own option and sole expense, take such action and on its own behalf as it deems appropriate for presumably valid claims in the Patent Rights; (b) in any such suit, ultimately enjoin infringement and any collect for its use, damages, recoveryprofits, settlement and awards of whatever nature recoverable for such infringement; and (c) settle any claim or compromise obtained thereby shall suit for damages or a declaratory judgment involving the Patent Rights, including the granting of further licenses on sublicenses, provided that Company does not admit Alba’s infringement or concede invalidation of any Patent Rights, without Alba’s prior written consent, respectively. Alba consent will not be unreasonably withheld. Company may not compel Alba to initiate or join in any such suit. Company may request Alba to initiate or join in any such suit if necessary to avoid dismissal of the suit. If Alba is made a party to any such suit, Company will reimburse and indemnify Alba for any costs, expenses, or fees which it incurs as a result of its joinder. In all cases, Company agrees to keep Alba reasonably apprised of the account status and progress of LICENSEEany litigation. 10.04 Company will not settle any action described in Section 10.02 or 10.03 without first notifying Alba. In any action under Sections 10.02 or 10.03, the expenses of Company and Alba, including costs, fees, attorney fees, and disbursements, will be paid by Company. 10.05 Alba will cooperate reasonably with Company in connection with any action under Sections 10.02 or 10.03. Alba agrees to provide prompt access to all necessary documents and to render reasonable assistance in response to requests by Company. 10.06 Alba has a continuing right to intervene in a suit initiated by Company under Section 10.02 or in a declaratory judgment action involving the Patent Rights brought against Company under Section 10.

Infringement. 14.01 LICENSEE shall immediately 9.1 Licensee will notify LICENSOR Licensor in writing of any unauthorized use and/or suspected infringement of the INTELLECTUAL PROPERTY. Such notification shall includeLicensed Patents in the Field of Use, without limitation, immediately forwarding to LICENSOR and each Party will inform the other of any and all documents relating to any evidence of such unauthorized use or suspected infringement and providing LICENSOR with any and all facts and circumstances relating to within a reasonable time of obtaining such unauthorized use or suspected infringementevidence. 14.02 LICENSOR shall 9.2 Licensee will have the primaryright during the term of this Agreement to institute, prosecute, and in the first instance sole, right to institute a suit for infringement, unfair competition or other action with respect to any unauthorized use or suspected infringement. LICENSOR shall have the sole discretion to determine how to handle or otherwise deal with any infringement or unauthorized use of the INTELLECTUAL PROPERTY, including the right to settle or otherwise compromise any dispute or suit, and shall promptly notify LICENSEE of its decision. LICENSOR shall have no duty to initiate such litigation if, in its sole judgment, such litigation is not warranted or is not in its best interests. 14.03 LICENSEE may join and be represented in, at its own expense suits for infringement of the Licensed Patents for any infringement occurring within the Field of Use, and if required by its own counsellaw, Licensor will join as party plaintiff in such suit. Licensee shall obtain Licensor’s consent before instituting any proceeding relating such action, such consent not to be unreasonably withheld. For avoidance of doubt, it shall not be unreasonable for Licensor to withhold such consent in the event that the proposed enforcement action would reasonably be anticipated to result in a narrowing of the scope of any unauthorized use of the Licensed Patents or suspected infringement a finding that the asserted claims of a Licensed Patent are invalid. Licensee shall not be permitted to prove its own interestssettle any such action in a manner that limits the scope of any Licensed Patent or that admits liability or fault on the part of the Licensor. Licensee will be entitled to retain all damages and any other consideration recovered at successful conclusion of the suit. 14.04 LICENSEE agrees that it shall9.3 In the event Licensee decides not to bring any such suit, Licensee will so notify Licensor and Licensor may bring such suit. Where such suit is brought by Licensor, Licensor will be entitled to retain all damages and any other consideration recovered at all times, reasonably cooperate with LICENSOR and its counsel, in all respects, with respect to any unauthorized use or suspected or alleged infringement at LICENSOR's expense, including, but not limited to, having LICENSEE's principals, directors, employees, officers and/or agents testify, and making available any records, papers, information, specimens and successful conclusion of the like when requested by LICENSORsuit. 14.05 Any damages and/or recovery received 9.4 Licensor will have the right in its absolute discretion during the Term of this Agreement to commence suits for infringement of the Licensed Patents for any infringement outside the Field of Use. 9.5 Notwithstanding the pendency of any infringement (or other) claim or action by or against Licensee, Licensee will have no right to reduce, terminate or suspend (or escrow) payment of any amounts required to be paid to Licensor pursuant to such litigation or settlement or compromise shall be the sole and exclusive property of LICENSORthis Agreement. 14.06 If LICENSOR decides, in its discretion, not to take any action with respect to an unauthorized use or suspected infringement, then LICENSEE may, at its own option and sole expense, take such action on its own behalf as it deems appropriate and any damages, recovery, settlement or compromise obtained thereby shall be for the account of LICENSEE.

Infringement. 14.01 6.1 LICENSEE and LICENSOR shall immediately notify LICENSOR promptly inform each other in writing of any unauthorized use and/or suspected alleged infringement of the INTELLECTUAL PROPERTY. Such notification LICENSED PATENTs by a third party. 6.2 During the term of this agreement, LICENSOR will have the right, but shall includenot be obligated, without limitationto prosecute at its own expense all infringements of the LICENSED PATENTS and, immediately forwarding to in furtherance of such right, LICENSOR any and all documents relating to may include LICENSEE, upon agreement by LICENSEE, as a party plaintiff in any such unauthorized use suit, at LICENSEE’S expense. Each party shall bear its own costs of prosecuting any such infringement action, and shall be entitled to prove and recover its damages, Upon mutual agreement of the parties, each may assign to the other its right to ▇▇▇ for past, present, or suspected future infringement of the LICENSED TECHNOLOGY, and providing LICENSOR with any and all facts and circumstances relating to agree to a method to allocate damages recovered by the assignee of such unauthorized use or suspected infringementrights. 14.02 6.3 LICENSOR or LICENSEE shall have three (3) months after having been notified of any alleged infringement to investigate whether infringement can be established. If LICENSOR determines that infringement exits, then it shall have [********] to negotiate in good faith with the alleged infringer to resolve the dispute. If at the end of such period the dispute is has nor been resolved, LICENSOR shall have [********] to commence prosecuting an infringement action (the primaryfiling period). If LICENSOR determines that infringement can be established and (a) at any time decides not to pursue an action against the alleged infringer, or (b) fails to commence prosecuting an action before the end of the filing period, then LICENSOR shall notify LICENSEE of its intention not to bring suit against any alleged infringer in the TERRITORY. In those events only LICENSEE shall have the right but shall not be obligated, to prosecute at its own expense any infringement of the LICENSED TECHNOLOGY, and LICENSOR hereby agrees at its discretion and upon terms to be mutually agreed by the parties, to either be named as a plaintiff in the first instance sole, right any such proceedings or to institute a suit assign its rights to ▇▇▇ for infringement. LICENSEE shall pay all of LICENSOR’S costs and reasonable attorney fees incurred in such action. No settlement, unfair competition consent judgment, or other action voluntary final disposition of the suit shall be entered into without the consent of LICENSOR, which consent shall not be unreasonably withheld. LICENSEE hereby indemnifies LICENSOR against any order for costs or attorney fees that may be made against LICENSOR in such proceedings instituted by LICENSEE. 6.4 In the event that LICENSOR shall undertake the enforcement and/or defense of the LICENSED TECHNOLOGY by litigation, any monetary recovery by LICENSOR, shall be divide equally between LICENSOR and LICENSEE after all costs have been paid. In the event that LICENSEE undertakes the enforcement and/or defense of the LICENSED PATENTS by litigation, any monetary recovery by LICENSEE shall be shared with respect LICENSOR after all costs are paid. 6.5 In any infringement suit that either party may institute to any unauthorized use or suspected infringement. LICENSOR enforce the LICENSED TECHNOLOGY pursuant to this Agreement, the other party hereto shall, at the request of the party initiating such suit and upon reasonable notice, cooperate in all respects and, to the extent possible, have its employees testify when requested and make available relevant records, papers, information samples, models, specimens and the like. 6.6 LICENSEE, during the exclusive period of this Agreement, shall have the sole discretion right, subject to determine how approval by LICENSOR, which shall not be unreasonably withheld, in accordance, with the terms and conditions herein to handle or otherwise deal with sublicense any infringement or unauthorized alleged infringer in the TERRITORY for future use of LICENSED TECHNOLOGY. Prior to the INTELLECTUAL PROPERTYdistribution of sublicensing fees received from an alleged infringer as specified in Section III, including the right to settle or otherwise compromise any dispute or suit, and shall promptly notify LICENSEE of its decision. LICENSOR shall have no duty to initiate such litigation ifbe compensated for any and all expenses incurred by it, if any, in its sole judgment, such litigation is not warranted or is not in its best intereststhat regard prior to the commencement of the sublicense with the infringer. 14.03 LICENSEE may join and 6.7 In the event of any legal action alleging invalidity or noninfringement of any of the LICENSED TECHNOLOGY shall be represented inbrought against LICENSEE, or LICENSOR, LICENSOR, at its own expense by its own counseloption, any proceeding relating shall have the right within [********] after the commencement of such action, to any unauthorized use or suspected infringement to prove its own interests. 14.04 LICENSEE agrees that it shall, at all times, reasonably cooperate with LICENSOR intervene and its counsel, in all respects, with respect to any unauthorized use or suspected or alleged infringement at LICENSOR's expense, including, but not limited to, having LICENSEE's principals, directors, employees, officers and/or agents testify, and making available any records, papers, information, specimens and the like when requested by LICENSOR. 14.05 Any damages and/or recovery received pursuant to such litigation or settlement or compromise shall be take over the sole and exclusive property defense of LICENSOR. 14.06 If LICENSOR decides, in its discretion, not to take any the action with respect to an unauthorized use or suspected infringement, then LICENSEE may, at its own expense. If LICENSOR chooses not to intervene, LICENSEE shall have the option to intervene and take over the sole expense, take such action on defense at its own behalf as it deems appropriate and any damages, recovery, settlement or compromise obtained thereby shall be for the account of LICENSEEexpense.

Infringement. 14.01 LICENSEE (a) Each Party shall immediately promptly notify LICENSOR in writing the other Party during the term of this Agreement of any unauthorized use and/or (1) known infringement or suspected infringement of any of the INTELLECTUAL PROPERTY. Such notification shall include, without limitation, immediately forwarding to LICENSOR any and all documents relating to any such Patent Rights; or (2) unauthorized use or suspected infringement and providing LICENSOR with any and all facts and circumstances relating to such unauthorized use or suspected infringement. 14.02 LICENSOR shall have misappropriation of the primaryLicensed Technology by a third party of which it becomes aware, and in shall provide the first instance sole, right to institute a suit for other Party with all available evidence supporting said infringement, unfair competition or other action with respect to any unauthorized use or suspected infringement. LICENSOR shall have the sole discretion to determine how to handle or otherwise deal with any infringement or unauthorized use or misappropriation. Within ninety (90) days after Licensor becomes, or is made aware of any of the INTELLECTUAL PROPERTYforegoing, including Licensor shall decide whether or not to initiate an infringement or other appropriate action and shall notify Licensee of its decision in writing. The failure of Licensor to inform Licensee of Licensor's decision within such 90-day period shall be deemed a decision not to initiate an infringement or other appropriate action. (b) In the event that Licensor notifies Licensee of its intent to initiate an infringement or other appropriate action within the 90-day period provided in Section 5.2(a), provided such infringement is continuing, Licensor shall initiate such an infringement or other appropriate action within 30 days of the end of such 90-day period. Licensor shall be entitled to join Licensee as a party to such suit, but Licensee shall be under no obligation to participate except to the extent that such participation is required as the result of being a named party to the suit or being involved in the commercialization of any Patent Rights and/or Licensed Technology at issue. If Licensee chooses to participate, Licensee shall have the right to be represented by its own counsel at its own expense. Licensor shall not settle any such suite involving rights of Licensee nor make an admission of liability on behalf of Licensee without obtaining the prior written consent of Licensee, which consent shall not be unreasonably withheld. In the event Licensor initiates proceedings pursuant to this Section 5.2(c), Licensor shall be entitled to 100% of any and all amounts recovered in such suit, whether through judgment, settlement or otherwise compromise otherwise, including without limitation, any dispute or punitive damages that may be awarded, up to the amount of Licensor's costs of suit, and Licensor and Licensee shall promptly notify LICENSEE each be entitled to 50% of its decision. LICENSOR 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 Licensor's costs of suit. (c) In the vent that Licensor 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 5.2(a), or does not initiate such an infringement or other appropriate action within 30 days of such 90-day period as provided in Section 5.2(b), Licensee shall have no duty to initiate such litigation if, in its sole judgment, such litigation is not warranted or is not in its best interests. 14.03 LICENSEE may join and be represented inthe right, at its own expense expense, to initiate an infringement or other appropriate action, and shall be entitled to join Licensor has a party to such suit, but Licensor 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 Licensor is engaged at the end of said 90-day period in negotiations for the settlement of said patent infringement which has been the subject of notice from Licensee to Licensor and has advised Licensee in writing of such negotiations, then the above mentioned right and option of Licensee to bring suit shall be exercised only with the written consent of Licensor which will not be unreasonably withheld. If Licensor chooses to participate in any suit initiated by Licensee, Licensor shall have the right to be represented in any such suit by its own counselcounsel at its own expense. Licensee shall not settle any such suit involving rights of Licensor nor make an admission of liability on behalf of Licensor without obtaining the prior written consent of Licensor, which consent shall not be unreasonably withheld. In the event Licensee initiates proceedings pursuant to this Section 5.2(c), Licensee shall be entitled to 100% of any and all amounts recovered in such suit, whether through judgment, settlement or otherwise, including without limitation, any proceeding relating punitive damages that may be awarded, up to the amount of Licensee's costs of suit, and Licensor and Licensee shall each be entitled to 50% of all amounts recovered in such suit, whether through judgment, settlement or otherwise, including without limitation, any unauthorized use or suspected infringement to prove its own interestspunitive damages that may be awarded, in excess of Licensee's costs of suit. 14.04 LICENSEE (d) Nothing herein contained shall be construed to require either party to expend money in litigation or in the enforcing of Patent Rights and/or Licensed Technology rights unless it so elects and in the event a party proceeds with litigation in the name of the other party in any cause in which such other party is not voluntarily a party, as evidenced by written notice, such party shall and agrees that it shall, at to hold the other party harmless from any and all times, reasonably cooperate with LICENSOR and its counsel, in all respects, with respect to any unauthorized use or suspected or alleged infringement at LICENSOR's expenseliabilities arising thereunder, including, but not limited to, having LICENSEEattorney's principalsfees, directors, employees, officers and/or agents testifycourt costs, and making available any recordsdamages arising out of counterclaims, papers, information, specimens cross-claims and the like when requested by LICENSORlike. 14.05 Any damages and/or recovery received pursuant to such litigation or settlement or compromise shall be the sole and exclusive property of LICENSOR. 14.06 If LICENSOR decides, in its discretion, not to take any action with respect to an unauthorized use or suspected infringement, then LICENSEE may, at its own option and sole expense, take such action on its own behalf as it deems appropriate and any damages, recovery, settlement or compromise obtained thereby shall be for the account of LICENSEE.

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

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

Infringement. 14.01 LICENSEE shall immediately notify LICENSOR (a) In the event of any unauthorized use and/or suspected claim, action, proceeding or suit by a third party against Customer alleging an infringement of any United States patent, United States copyright, or United States trademark, or a violation in the INTELLECTUAL PROPERTYUnited States of any trade secret or proprietary rights by reason of the use, in accordance with Seller's Specifications, of any Product or Licensed Materials furnished by Seller to Customer under this Agreement. Such notification Seller, at its expense, will defend Customer, subject to the conditions and exceptions stated below. Seller will reimburse Customer for any cost, expense or attorneys' fees, incurred at Seller's written request or authorization, and will indemnify Customer against any liability assessed against Customer by final judgment on account of such infringement or violation arising out of such use. (b) If Customer's use shall includebe enjoined or in Seller's opinion is likely to be enjoined, without limitationSeller will, immediately forwarding at its expense and at its option, either (1) replace the enjoined Product or Licensed Materials furnished pursuant to LICENSOR this Agreement with a suitable substitute free of any infringement; (2) modify it so that it will be free of the infringement; or (3) procure for Customer a license or other right to use it. If none of the foregoing options are practical, Seller will remove the enjoined Product or Licensed Materials and refund to Customer any amounts paid to Seller therefor less a reasonable charge for any actual period of use by Customer. (c) Customer shall give Seller prompt written notice of all documents relating such claims, actions, proceedings or suits alleging infringement or violation and Seller shall have full and complete authority to assume the sole defense thereof, including appeals, and to settle same. Customer shall, upon Seller's request and at Seller's expense, furnish all information and assistance available to Customer and cooperate in every reasonable way to facilitate the defense and/or settlement of any such claim, action, proceeding or suit. (d) No undertaking of Seller under this section shall extend to any such unauthorized alleged infringement or violation to the extent that it: (1) arises from adherence to design modifications, specifications, drawings, or written instructions which Seller is directed by Customer to follow, but only if such alleged infringement or violation does not reside in corresponding commercial Product or Licensed Materials of Seller's design or selection; or (2) arises from adherence to instructions to apply Customer's trademark, trade name or other company identification; or (3) resides in a Product or Licensed Materials which are not of Seller's origin and which are Lucent Technologies Proprietary 12 17 furnished by Customer to Seller for use under this Agreement; or suspected infringement (4) relates to uses of Product or Licensed Materials provided by Seller in combinations with other Product or Licensed Materials, furnished either by Seller or others, which combination was not installed, recommended or otherwise approved by Seller. In the foregoing cases numbered (1) through (4), Customer will defend and providing LICENSOR save Seller harmless, subject to the same terms and conditions and exceptions stated above, with any respect to the Seller's rights and all facts and circumstances relating to such unauthorized use or suspected infringementobligations under this section. 14.02 LICENSOR shall have the primary, (e) The liability of Seller and in the first instance sole, right to institute a suit for infringement, unfair competition or other action Customer with respect to any unauthorized use and all claims, actions, proceedings or suspected infringement. LICENSOR shall have the sole discretion to determine how to handle suits by third parties alleging infringement of patents, trademarks or otherwise deal with any infringement copyrights or unauthorized use violation of the INTELLECTUAL PROPERTYtrade secrets or proprietary rights because of, including the right to settle or otherwise compromise any dispute or suit, and shall promptly notify LICENSEE of its decision. LICENSOR shall have no duty to initiate such litigation if, in its sole judgment, such litigation is not warranted or is not in its best interests. 14.03 LICENSEE may join and be represented in, at its own expense by its own counselconnection with, any proceeding relating to any unauthorized use Products or suspected infringement to prove its own interests. 14.04 LICENSEE agrees that it shall, at all times, reasonably cooperate with LICENSOR and its counsel, in all respects, with respect to any unauthorized use or suspected or alleged infringement at LICENSOR's expense, including, but not limited to, having LICENSEE's principals, directors, employees, officers and/or agents testify, and making available any records, papers, information, specimens and the like when requested by LICENSOR. 14.05 Any damages and/or recovery received Licensed Materials furnished pursuant to such litigation or settlement or compromise this Agreement shall be limited to the sole and exclusive property of LICENSORspecific undertakings contained in this section. 14.06 If LICENSOR decides, in its discretion, not to take any action with respect to an unauthorized use or suspected infringement, then LICENSEE may, at its own option and sole expense, take such action on its own behalf as it deems appropriate and any damages, recovery, settlement or compromise obtained thereby shall be for the account of LICENSEE.

Infringement. 14.01 LICENSEE shall immediately 6.1 Each party will notify LICENSOR the other in writing of any unauthorized use and/or suspected misappropriation or infringement of any rights in the INTELLECTUAL PROPERTYLicensed Technology of which the party becomes aware. 6.2 The Licensee has the first right (but is not obliged) to take Legal Action at its own cost in relation to any misappropriation or infringement of any rights included in the Licensed Intellectual Property Rights in the Field and in the Territory. Such notification shall includeThe Licensee must discuss any proposed Legal Action with OUI prior to the Legal Action being commenced, and take due account of the legitimate interests of OUI in the Legal Action it takes provided always that the Licensee may act without further consultation if rights in the Licensed Technology would otherwise be prejudiced or lost. 6.3 If the Licensee takes Legal Action under clause 6.2, the Licensee will: 6.3.1 indemnify and hold OUI and the University harmless against all costs (including lawyers’ and patent agents’ fees and expenses), claims, demands and liabilities arising out of or consequent upon a Legal Action and will settle any invoice received from OUI in respect of such costs, claims, demands and liabilities within thirty (30) days of receipt; 6.3.2 treat any account of profits or damages (including, without limitation, immediately forwarding punitive damages) awarded in or paid to LICENSOR the Licensee under any and all documents relating settlement of the Legal Action for any misappropriation or infringement of any rights included in the Licensed Technology as Net Sales for the purposes of clause 8, having first for these purposes deducted from the award or settlement an amount equal to any such unauthorized use or suspected infringement and providing LICENSOR with legal costs incurred by the Licensee in the Legal Action that are not covered by an award of legal costs; and 6.3.3 keep OUI regularly informed of the progress of the Legal Action, including, without limitation, any and all facts and circumstances relating to such unauthorized use or suspected infringementclaims affecting the scope of the Licensed Technology. 14.02 LICENSOR shall have the primary, and in the first instance sole, right to institute a suit for infringement, unfair competition or other action with respect to 6.4 OUI may take any unauthorized use or suspected infringement. LICENSOR shall have the sole discretion to determine how to handle or otherwise deal with any infringement or unauthorized use of the INTELLECTUAL PROPERTY, including the right to settle or otherwise compromise any dispute or suit, and shall promptly notify LICENSEE of its decision. LICENSOR shall have no duty to initiate such litigation if, in its sole judgment, such litigation is not warranted or is not in its best interests. 14.03 LICENSEE may join and be represented in, Legal Action at its own expense by its own counsel, any proceeding relating cost in relation to any unauthorized use misappropriation or suspected infringement to prove its own interests.of any rights included in the Licensed Intellectual Property Rights where: 14.04 LICENSEE agrees 6.4.1 the Licensee has notified OUI in writing that it shall, at all times, reasonably cooperate with LICENSOR and its counsel, in all respects, with respect to any unauthorized use or suspected or alleged infringement at LICENSOR's expense, including, but does not limited to, having LICENSEE's principals, directors, employees, officers and/or agents testify, and making available any records, papers, information, specimens and the like when requested by LICENSOR. 14.05 Any damages and/or recovery received pursuant to such litigation or settlement or compromise shall be the sole and exclusive property of LICENSOR. 14.06 If LICENSOR decides, in its discretion, not intend to take any action Legal Action in relation to any misappropriation or infringement of any such rights; or 6.4.2 if having received professional advice with respect 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 unauthorized use agreed process for dealing with such misappropriation or suspected infringementinfringement (which may include, then LICENSEE may, at its own option and sole expense, take such action on its own behalf as it deems appropriate and any damages, recovery, settlement or compromise obtained thereby shall be for the avoidance of doubt, seeking a second opinion in respect of such professional advice) within any timescale agreed between OUI and the Licensee and in any event within forty-five (45) days of notification under clause 6.1, provided it shall not settle any action without first consulting with the Licensee and taking account of LICENSEEthe reasonable observations and 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 the Licensee in relation to such Legal Action at the Licensee’s cost and authorises the Licensee to join OUI as a party in any Legal Action where it is a legal requirement for the patent owner to be a plaintiff in the Legal Action, provided that the Licensee indemnifies OUI under clause 6.3.1 for the costs of any legal representation in the Legal Action required by OUI.

Infringement. 14.01 7.1. LICENSEE shall immediately notify LICENSOR inform UFRFI promptly in writing of any unauthorized use and/or suspected alleged infringement of the INTELLECTUAL PROPERTY. Such notification shall include, without limitation, immediately forwarding to LICENSOR Patent Rights by a third party and of any and all documents relating to any such unauthorized use or suspected infringement and providing LICENSOR with any and all facts and circumstances relating to such unauthorized use or suspected infringementavailable evidence thereof. 14.02 LICENSOR 7.2. During the term of this Agreement, LICENSEE and/or sublicensees shall have the primaryprimary responsibility to prosecute any alleged infringement of Patent Rights. UFRFI shall have the right, and in but not the first instance soleobligation, right to institute a suit for infringementshare up to [ * ]% of the costs, unfair competition or [ * ]% if LICENSEE and/or sublicensees choose not to prosecute. Either party may claim the other as co-plaintiff. The total cost of any such infringement action shall be shared appropriately with respect to any unauthorized use expenses incurred. No settlement, consent judgment or suspected infringement. LICENSOR shall have the sole discretion to determine how to handle or otherwise deal with any infringement or unauthorized use other voluntary final disposition of the INTELLECTUAL PROPERTYsuit may be entered into without the consent of UFRFI, which consent shall not unreasonably be withheld; provided, however, that LICENSEE shall indemnify UFRFI against any order for costs that may be made against UFRFI in such proceedings, in accordance with this Paragraph. 7.3. In the event that LICENSEE shall undertake the enforcement and/or defense of the Patent Rights by litigation, LICENSEE may withhold up to [ * ] percent ([ * ]%) 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 right 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 settle or otherwise compromise any dispute or the suit, and next toward reimbursement of UFRFI for any royalties past due or withheld with interest and applied pursuant to this Article VII. Any additional monies recovered from the settlement of any such suit shall promptly notify be shared on a pro rata basis between LICENSEE and/or sublicensees and UFRFI according to the respective percentages of its decision. LICENSOR shall have no duty to initiate costs borne by each in such litigation if, in its sole judgment, such litigation is not warranted or is not in its best interestssuit. 14.03 LICENSEE 7.4. In any infringement suit as either party may join and be represented ininstitute to * Confidential treatment has been requested for marked portion enforce the Patent Rights pursuant to this Agreement, at its own expense by its own counsel, any proceeding relating to any unauthorized use or suspected infringement to prove its own interests. 14.04 LICENSEE agrees that it the other party hereto shall, at all timesthe request and expense of the party initiating such suit, reasonably cooperate with LICENSOR and its counsel, in all respectsrespects and, with respect to any unauthorized use or suspected or alleged infringement at LICENSOR's expensethe extent possible, including, but not limited to, having LICENSEE's principals, directors, employees, officers and/or agents testify, have its employees testify when requested and making make available any relevant records, papers, information, specimens samples, specimens, and the like when requested by LICENSORlike. 14.05 Any damages 7.5. In the event that LICENSEE or any of its sublicensees are sued (or such suit is threatened in writing) for infringement of a third party's patent because of the use of a Licensed Product or Licensed Process, LICENSEE shall promptly notify UFRFI and LICENSEE and/or recovery received pursuant to such litigation or settlement or compromise its sublicensees shall be have the sole and exclusive property of LICENSOR. 14.06 If LICENSOR decidesright, in its discretion, not to take any action with respect to an unauthorized use or suspected infringement, then LICENSEE may, control the defense of such suit at its own option and sole expense, take such action on . UFRFI shall have the right to be represented by its own behalf as it deems appropriate counsel at its own expense. If LICENSEE and/or its sublicensees do not elect within sixty (60) days of receiving notice to control the defense of such suit, UFRFI may undertake such control at its own expense and LICENSEE and/or its sublicensees shall have the right to be represented by its own counsel at its own expense. The parties shall cooperate fully in the defense of such suit. The party financing the suit shall consult with and consider the interests of the other, and may not settle any damagespart of the suit or otherwise consent to an adverse judgment in such suit that diminishes the rights or interests of the non-financing party, recoveryincluding any interpretation of Patent Rights, settlement or compromise obtained thereby shall be for without the account express written consent of LICENSEEthe non-financing party.

Infringement. 14.01 LICENSEE shall immediately notify LICENSOR of any unauthorized use and/or suspected infringement of the INTELLECTUAL PROPERTY. Such notification shall include, without limitation, immediately forwarding to LICENSOR any and all documents relating to any such unauthorized use or suspected infringement and providing LICENSOR with any and all facts and circumstances relating to such unauthorized use or suspected infringement. 14.02 LICENSOR (a) Mayne Pharma shall have the primary, and first right to enforce any patent within PATENT RIGHTS against any infringement or alleged infringement thereof within LICENSED FIELD in the first instance soleTERRITORY. Subject to Paragraph 4.5A, right to institute a suit *** will pay all reasonable costs and expenses (including reasonable attorney fees for infringement, unfair competition or other litigation and opinion) incurred by *** in connection with such enforcement (Enforcement Costs). Before Mayne Pharma commences an action with respect to any unauthorized use infringement of such patents, HPPI acknowledges and agrees that Mayne Pharma shall give careful consideration to the views of JHU and to potential effects on the public interest in making its decision whether or suspected infringementnot to ▇▇▇. LICENSOR HPPI acknowledges and agrees that no settlement, consent judgment or other voluntary final disposition of the suit may be entered into without the prior written consent of JHU, which consent shall have not be unreasonably withheld. This right to ▇▇▇ for infringement shall not be used in an arbitrary or capricious manner. HPPI shall reasonably cooperate in any such litigation at *** expense, including in accordance with Paragraph 4.6. Should HPPI seek the sole discretion first right to determine how to handle or otherwise deal with enforce any patent within PATENT RIGHTS against any infringement or unauthorized use alleged infringement thereof within LICENSED FIELD in the TERRITORY, then it shall notify Mayne Pharma who will seek the consent of JHU (which consent HPPI acknowledges may be withheld or granted subject to conditions by JHU acting in its discretion). (b) If HPPI elects not to pay Enforcement Costs in respect of a particular infringement in the INTELLECTUAL PROPERTYTERRITORY, including the right to settle or otherwise compromise any dispute or suitthen it shall so notify Mayne Pharma in writing within *** of receiving notice that an infringement exists, and shall promptly notify LICENSEE of its decision. LICENSOR shall have no duty to initiate such litigation ifMayne Pharma may, in its sole judgment, such litigation is not warranted or is not in its best interests. 14.03 LICENSEE may join judgment and be represented in, at its own expense by its own counsel, any proceeding relating to any unauthorized use or suspected infringement to prove its own interests. 14.04 LICENSEE agrees that it shall, at all times, reasonably cooperate with LICENSOR and its counsel, in all respects, with respect to any unauthorized use or suspected or alleged infringement at LICENSOR's expense, including, but not limited to, having LICENSEE's principals, directors, employees, officers and/or agents testify, and making available any records, papers, information, specimens and the like when requested by LICENSOR. 14.05 Any damages and/or recovery received pursuant to such litigation or settlement or compromise shall be the sole and exclusive property of LICENSOR. 14.06 If LICENSOR decides, in its discretion, not to take any action with respect to an unauthorized use or suspected infringement, then LICENSEE may, at its own option and sole expense, take steps to enforce any patent and control, settle, and defend such action on suit in a manner consistent with the terms and provisions hereof, and recover, for its own behalf as it deems appropriate and account, any damages, recoveryawards or settlements resulting therefrom, settlement or compromise obtained thereby shall be for the account of LICENSEEmay allow JHU to do so.

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

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

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

Infringement. 14.01 LICENSEE A. Licensee and CMCC shall immediately notify LICENSOR each inform the other promptly in writing of any unauthorized use and/or suspected alleged infringement by a third party of the INTELLECTUAL PROPERTY. Such notification shall include, without limitation, immediately forwarding to LICENSOR Patent Rights in the Field of Use within the scope of this Agreement and of any and all documents relating to any such unauthorized use or suspected infringement and providing LICENSOR with any and all facts and circumstances relating to such unauthorized use or suspected infringementavailable evidence thereof. 14.02 LICENSOR B. During the Term of this Agreement, CMCC shall have the primaryright, 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 the first instance sole, right good faith and use reasonable efforts to institute a suit for infringement, unfair competition agree upon an appropriate litigation strategy. The total cost of any such infringement action commenced or other action with respect to any unauthorized use or suspected infringementdefended solely by CMCC shall be borne by CMCC. LICENSOR Licensee shall have the sole discretion to determine how to handle or otherwise deal with any infringement or unauthorized use of the INTELLECTUAL PROPERTY, including the right to settle or otherwise compromise participate in any dispute or suit, and shall promptly notify LICENSEE of its decision. LICENSOR shall have no duty to initiate such litigation if, in its sole judgment, such litigation is not warranted or is not in its best interests. 14.03 LICENSEE may join and be represented inaction, at its own expense by expense, with counsel of its own counselchoosing. 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 proceeding alleged infringement in sufficient detail to reasonably investigate and substantiate the allegation, CMCC shall have been unsuccessful in persuading the alleged infringer to desist and shall not have brought and shall not be diligently prosecuting an infringement action, or if CMCC shall notify Licensee of its intention not to bring suit * Confidential Treatment Requested 28 against any alleged infringer, then, Licensee shall have the right, but shall not be obligated, to prosecute at its own expense any infringement of the Patent Rights, provided, however, that such right to bring such an infringement action shall remain in effect only for so long as the license granted hereunder remains exclusive. No settlement, consent judgment or other voluntary final disposition of the suit may be entered into without the prior written consent of CMCC, which consent shall not be unreasonably withheld or delayed. Licensee shall indemnify CMCC against any order for costs that may be made against CMCC in such proceedings. D. In the event Licensee shall undertake the enforcement and/or defense of the Patent Rights by litigation pursuant to Paragraph C of this Article VII, Licensee may withhold up to * of the payments otherwise thereafter due to CMCC under Article IV above and apply the same toward reimbursement of up to * of Licensee’s expenses, including reasonable attorney’s fees, in connection therewith. Any recovery of damages by Licensee for each such suit shall be applied first in satisfaction of any unreimbursed expenses and legal fees of CMCC and Licensee relating to such suit and next toward reimbursement of CMCC for any unauthorized use payments under Article IV past due or suspected infringement withheld and applied pursuant to prove this Article VII. The balance remaining from any such recovery shall be divided equally between Licensee and CMCC. E. In the event that a declaratory judgment action alleging invalidity or noninfringement of any of the Patent Rights shall be brought against Licensee or CMCC, the other party at its option, shall have the right, within thirty (30) days after commencement of such action, to intervene and participate in the defense of the action at its own interestsexpense with counsel of its own choosing. 14.04 LICENSEE agrees that it shallF. In any infringement suit which either party may institute to enforce the Patent Rights pursuant to this Agreement, at all times, reasonably the other party hereto shall cooperate with LICENSOR and its counsel, in all respectsreasonable respects and, with respect to any unauthorized use or suspected or alleged infringement at LICENSOR's expensethe extent reasonably possible, including, but not limited to, having LICENSEE's principals, directors, employees, officers and/or agents testify, have its employees testify when requested and making make available any relevant records, papers, information, specimens samples, specimens, and the like when requested by LICENSORlike. 14.05 Any damages and/or recovery received 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 Patent Rights to the extent licensed by this Agreement. Any upfront fees paid to Licensee as part of such litigation or settlement or compromise a sublicense shall be the sole shared between Licensee and exclusive property CMCC as provided in Paragraph G(a) of LICENSOR. 14.06 If LICENSOR decides, in its discretion, not to take any action with respect to an unauthorized use or suspected infringement, then LICENSEE may, at its own option and sole expense, take such action on its own behalf as it deems appropriate and any damages, recovery, settlement or compromise obtained thereby shall be for the account of LICENSEE.Article IV. * Confidential Treatment Requested 29

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

Infringement. 14.01 LICENSEE 9.1 Licensee and Licensor shall immediately notify LICENSOR promptly inform each other in writing of any unauthorized use and/or suspected alleged infringement of which it shall have notice committed by a third party regarding any patents within the INTELLECTUAL PROPERTY. Such notification Patent Rights and shall include, without limitation, immediately forwarding to LICENSOR any and all documents relating to any such unauthorized use or suspected infringement and providing LICENSOR provide each other with any and all facts and circumstances relating to available evidence of such unauthorized use or suspected infringement. 14.02 LICENSOR 9.2 During the term of this Agreement, Licensee shall have the primaryright, and in the first instance solebut shall not be obligated, right to institute a suit for infringement, unfair competition or other action with respect to any unauthorized use or suspected infringement. LICENSOR shall have the sole discretion to determine how to handle or otherwise deal with any infringement or unauthorized use of the INTELLECTUAL PROPERTY, including the right to settle or otherwise compromise any dispute or suit, and shall promptly notify LICENSEE of its decision. LICENSOR shall have no duty to initiate such litigation if, in its sole judgment, such litigation is not warranted or is not in its best interests. 14.03 LICENSEE may join and be represented in, prosecute at its own expense any infringements of the Patent Rights and, in furtherance of such right, Licensor hereby agrees that Licensee may join Licensor as a party plaintiff in any infringement suit, without expense to Licensor. The total cost of any infringement action commenced or defended solely by Licensee shall be borne by Licensee, and Licensee shall keep any recovery or damages for past infringement derived therefrom. 9.3 If within * * * after having been notified of any alleged infringement, Licensee shall not have obtained from the alleged infringer an agreement to desist and shall not have brought and shall not be prosecuting any infringement actions, or if Licensee shall notify Licensor at any time prior thereto of its intention not to bring suit against any alleged infringer, then, and in those events only, Licensor shall have the right, but shall not be obligated, to prosecute at its own counselexpense any infringement of the Patent Rights, and Licensor may, for such purposes, use the name of Licensee as party plaintiff, and shall pay Licensee's legal fees and expenses related thereto. No settlement, consent judgment or other voluntary final disposition of the suit may be entered into without the consent of Licensee, which consent shall not unreasonably be withheld. Licensor shall indemnify Licensee against any proceeding relating order for costs that may be made against Licensee in such proceedings. 9.4 If Licensee and Licensor agree to any unauthorized use institute suit jointly, the suit shall be brought in both of their names, and all expenses and recoveries (whether by judgment, accord, decree or suspected infringement to prove settlement) shall be borne equally. Licensee shall exercise control over such suit, including employment of counsel of its own interestsselection at its own expense. 14.04 LICENSEE agrees that it 9.5 In any infringement suit as either party may institute to enforce the Patent Rights pursuant to this Agreement, the other party hereto shall, at all timesthe request and expense of the party initiating such suit, reasonably cooperate with LICENSOR and its counsel, in all respectsrespects and, with respect to any unauthorized use or suspected or alleged infringement at LICENSOR's expensethe extent possible, including, but not limited to, having LICENSEE's principals, directors, employees, officers and/or agents testify, have * * * Confidential Treatment Requested its employees testify when requested and making make available any relevant records, papers, information, specimens samples, specimens, and the like when requested by LICENSORlike. 14.05 Any damages and/or recovery received pursuant to such litigation or settlement or compromise 9.6 Licensee, during the exclusive period of this Agreement, shall be have the sole right in accordance with the terms and exclusive property conditions of LICENSORthis Agreement to sublicense any alleged infringer under the Patent Rights. 14.06 If LICENSOR decides, in its discretion, not to take any action with respect to an unauthorized use or suspected infringement, then LICENSEE may, at its own option and sole expense, take such action on its own behalf as it deems appropriate and any damages, recovery, settlement or compromise obtained thereby shall be for the account of LICENSEE.

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

Infringement. 14.01 LICENSEE (a) Each Party shall immediately notify LICENSOR promptly report in writing to the other Party during the term of this Agreement any unauthorized use and/or known infringement or suspected infringement of any Patent Rights covering Licensed Compounds or Licensed Products by a third party of which it becomes aware, and shall provide the INTELLECTUAL PROPERTY. Such notification shall include, without limitation, immediately forwarding to LICENSOR any and other Party with all documents relating to any such unauthorized use or suspected available evidence supporting said infringement and providing LICENSOR with any and all facts and circumstances relating to such unauthorized use or suspected infringement. 14.02 LICENSOR (b) Except as provided in paragraph (d) below, HMR shall have the primaryright to initiate an infringement or other appropriate suit against any third party who at any time has infringed, or is suspected of infringing, any Patent Rights covering Licensed Compounds or Licensed Products. HMR shall give SCRIPTGEN sufficient advance notice of its intent to file said suit and the reasons therefor, and in shall provide SCRIPTGEN with an opportunity to make suggestions and comments regarding such suit. HMR shall keep SCRIPTGEN properly informed, and shall from time to time consult with SCRIPTGEN, regarding the first instance sole, right to institute a suit for infringement, unfair competition or other action with respect to status of any unauthorized use or suspected infringement. LICENSOR such suit. (c) HMR shall have the sole discretion and exclusive right to determine how select counsel for any suit referred to handle or otherwise deal with any infringement or unauthorized use in paragraph (b) above and shall pay all expenses of the INTELLECTUAL PROPERTYsuit, including without limitation attorneys' fees and court costs. Any damages, royalties, settlement fees or other consideration received by HMR or any of its Affiliates shall be divided [***] to HMR [***] to SCRIPTGEN [***]. If necessary, SCRIPTGEN shall join as a party to the suit but shall be under no obligation to participate except to the extent that such participation is required as the result of being a named party to the suit. SCRIPTGEN shall offer reasonable assistance to HMR in connection therewith at no charge to HMR except for reimbursement of reasonable out-of-pocket expenses (not including salaries of SCRIPTGEN personnel) incurred in rendering such assistance. SCRIPTGEN shall have the right to participate and be represented in any such suit by its own counsel at its own expense. HMR shall not settle any such suit involving rights of SCRIPTGEN without obtaining the prior written consent of SCRIPTGEN, which consent shall not be unreasonably withheld. (d) In the event that HMR elects not to initiate an infringement or otherwise compromise any dispute or other appropriate suit pursuant to paragraph (b) above, HMR shall promptly advise SCRIPTGEN of its intent not to initiate such suit, and shall promptly notify LICENSEE of its decision. LICENSOR SCRIPTGEN shall have no duty to initiate such litigation ifthe right, in its sole judgmentat the expense of SCRIPTGEN, such litigation is not warranted of initiating an infringement or other appropriate suit against any third party who at any time has infringed, or is not in its best interests. 14.03 LICENSEE may join and be represented in, at its own expense by its own counselsuspected of infringing, any proceeding relating to any unauthorized use Patent Rights covering Licensed Compounds or suspected infringement to prove Licensed Products. In exercising its own interests. 14.04 LICENSEE agrees that it shall, at all times, reasonably cooperate with LICENSOR and its counsel, in all respects, with respect to any unauthorized use or suspected or alleged infringement at LICENSOR's expense, including, but not limited to, having LICENSEE's principals, directors, employees, officers and/or agents testify, and making available any records, papers, information, specimens and the like when requested by LICENSOR. 14.05 Any damages and/or recovery received rights pursuant to such litigation or settlement or compromise this paragraph (d), SCRIPTGEN shall be have the sole and exclusive property right to select counsel and shall pay all expenses of LICENSOR. 14.06 the suit, including without limitation, attorneys' fees and court costs, and shall be entitled to receive and retain any damages, royalties, settlement fees or other consideration. If LICENSOR decidesnecessary, HMR 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 SCRIPTGEN's request, HMR shall offer reasonable assistance to SCRIPTGEN at no charge to SCRIPTGEN except for reimbursement of reasonable out-of-pocket expenses (not including salaries of HMR personnel) incurred in rendering such assistance. HMR shall have the right to participate and be represented in any such suit by its discretion, not to take any action with respect to an unauthorized use or suspected infringement, then LICENSEE may, own counsel at its own option and sole expense, take such action on its own behalf as it deems appropriate and any damages, recovery, settlement or compromise obtained thereby shall be for the account of LICENSEE.

Infringement. 14.01 LICENSEE (a) Each Party shall immediately notify LICENSOR report in writing to the other Party during the term of this Agreement any unauthorized use and/or known or suspected infringement of the INTELLECTUAL PROPERTY. Such notification shall includeany Patent Rights owned by a Party, without limitation, immediately forwarding to LICENSOR any and all documents relating to any such or unauthorized use or suspected infringement and providing LICENSOR with misappropriation of any and all facts and circumstances relating to such unauthorized use or suspected infringement. 14.02 LICENSOR shall have the primaryKnow-How owned by a Party, and in will provide the first instance sole, right to institute a suit for infringement, unfair competition or other action Party with respect to any unauthorized use or suspected infringement. LICENSOR shall have the sole discretion to determine how to handle or otherwise deal with any all available evidence supporting such infringement or unauthorized use of the INTELLECTUAL PROPERTY, including or misappropriation. (b) PHARMAENGINE shall have the right to settle initiate an infringement or otherwise compromise other appropriate suit anywhere in the Territory against any dispute third party who at any time has infringed, or suitis suspected of infringing, any of HERMES Patent Rights or jointly made Patent Right in this Article 9 during the term of this Agreement applicable to the Licensed Products in the Territory, or has used without proper authorization all or any portion of the Know-How of HERMES applicable to the Licensed Products in the Territory. HERMES shall cooperate fully with and shall promptly notify LICENSEE provide all necessary assistance to PHARMAENGINE in the proceeding of such claim, at the expense of PHARMAENGINE. HERMES may initiate such claim at its decision. LICENSOR shall have no duty sole discretion only if PHARMAENGINE fails to initiate such litigation ifclaim within [**] days after receipt of a written request from HERMES which stating the infringer (or suspected infringer) and the relevant fact. (c) HERMES shall have the right to initiate an infringement or other appropriate suit anywhere in the Retained Territory against any third party who at any time has infringed, or is suspected of infringing, any of PHARMAENGINE Patent Rights or jointly made Patent Right in this Article 9 during the term of this Agreement applicable to the Licensed Products in the Retained Territory, or has used without proper authorization all or any portion of the Know-How of PHARMAENGINE applicable to the Licensed Products in the Retained Territory. PHARMAENGINE shall cooperate fully with and provide all necessary assistance to HERMES in the proceeding of such claim, at the expense of HERMES. PHARMAENGINE may initiate such claim at its sole judgment, discretion only if HERMES fails to initiate such litigation is not warranted claim within [**] days after receipt of a written request from PHARMAENGINE which stating the infringer (or is not in its best interestssuspected infringer) and the relevant fact. 14.03 LICENSEE may join and (d) Neither Party shall settle any claims or suits involving Patent Rights of the other Party without obtaining the prior written consent of the other Party, which consent shall not be represented in, at its own expense by its own counsel, any proceeding relating to any unauthorized use or suspected infringement to prove its own interestsunreasonably held. 14.04 LICENSEE agrees that it shall, at all times, reasonably cooperate with LICENSOR (e) Any recovery realized from pursuing an infringement claim against a third party shall be distributed and its counsel, in all respects, with respect allocated (i) first to any unauthorized use or suspected or alleged reimburse [**] percents ([**]%) of the [**] costs incurred to pursue the infringement at LICENSOR's expense, including, but not limited to, having LICENSEE's principals, directors, employees, officers and/or agents testifyaction, and making available any records, papers, information, specimens and (ii) the like when requested by LICENSOR. 14.05 Any damages and/or recovery received pursuant to such litigation or settlement or compromise remainder shall be distributed and allocated between the sole and exclusive property of LICENSORParties [**] to the damages caused to each Party by the infringement. 14.06 If LICENSOR decides, in its discretion, not to take any action with respect to an unauthorized use or suspected infringement, then LICENSEE may, at its own option and sole expense, take such action on its own behalf as it deems appropriate and any damages, recovery, settlement or compromise obtained thereby shall be for the account of LICENSEE.

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

Infringement. 14.01 LICENSEE A. Licensee and CMCC shall immediately notify LICENSOR each inform the other promptly in writing of any unauthorized use and/or suspected alleged infringement by a third party of the INTELLECTUAL PROPERTY. Such notification shall include, without limitation, immediately forwarding to LICENSOR Patent Rights in the Field of Use and of any and all documents relating to any such unauthorized use or suspected infringement and providing LICENSOR with any and all facts and circumstances relating to such unauthorized use or suspected infringementavailable evidence thereof. 14.02 LICENSOR B. During the term of this Agreement, CMCC shall have the primaryright, and in the first instance solebut shall not be obligated, right to institute a suit for infringement, unfair competition or other action with respect to any unauthorized use or suspected infringement. LICENSOR shall have the sole discretion to determine how to handle or otherwise deal with any infringement or unauthorized use of the INTELLECTUAL PROPERTY, including the right to settle or otherwise compromise any dispute or suit, and shall promptly notify LICENSEE of its decision. LICENSOR shall have no duty to initiate such litigation if, in its sole judgment, such litigation is not warranted or is not in its best interests. 14.03 LICENSEE may join and be represented in, prosecute at its own expense 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 its own counsel, CMCC shall be borne by CMCC. CMCC shall keep any proceeding relating to 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 unauthorized use or suspected infringement to prove its own interestsorder for costs that may be made against Licensee in such proceedings. 14.04 LICENSEE agrees that it shallC. If within six (6) months after having been notified of any alleged infringement, CMCC shall have been unsuccessful in persuading the alleged infringer to desist and shall not have brought and shall not be diligently prosecuting an infringement action, or if CMCC shall notify Licensee at all timesany time prior thereto of its intention not to bring suit against any alleged infringer then, reasonably cooperate with LICENSOR and its counselin those events only, in all respects, with respect to any unauthorized use or suspected or alleged infringement at LICENSOR's expense, includingLicensee shall have the right, but shall not limited tobe obligated, having LICENSEE's principals, directors, employees, officers and/or agents testify, and making available any records, papers, information, specimens and the like when requested by LICENSOR. 14.05 Any damages and/or recovery received pursuant to such litigation or settlement or compromise shall be the sole and exclusive property of LICENSOR. 14.06 If LICENSOR decides, in its discretion, not to take any action with respect to an unauthorized use or suspected infringement, then LICENSEE may, prosecute at its own option expense any infringement of the Patent Rights, and sole expenseLicensee may, take for such purposes, use the name of CMCC as party plaintiff; provided, however, that such right to bring such an infringement action on its own behalf shall remain in effect only for so long as it deems appropriate the license granted hereunder remains exclusive. No settlement, consent judgment or other voluntary final disposition of the suit may be entered into without the consent of CMCC, which consent shall not be unreasonably withheld. Licensee shall indemnify CMCC against any order for costs that may be made against CMCC in such proceedings. D. In the event Licensee shall undertake the enforcement and/or defense of the Patent Rights by litigation, Licensee may withhold up to fifty percent (50%) of the payments otherwise thereafter due to CMCC under Article IV above and any damagesapply the same toward reimbursement of up to fifty percent (50%) of Licensee's expenses, recoveryincluding reasonable attorney's fees, settlement or compromise obtained thereby 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 Licensee relating to such suit and next toward reimbursement of CMCC for the account of LICENSEE.any payments under Article IV past due or withheld and applied pursuant to this Article VII. Licensee shall

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

Infringement. 14.01 LICENSEE 9.1 Each party shall immediately notify LICENSOR of promptly report in writing to the other party during the Term any unauthorized use and/or infringement or suspected infringement of the INTELLECTUAL PROPERTY. Such notification shall includeany Patent, without limitation, immediately forwarding to LICENSOR any and all documents relating to any such or unauthorized use or suspected infringement and providing LICENSOR with any and all facts and circumstances relating to such unauthorized use misappropriation of the Technology or suspected infringement. 14.02 LICENSOR shall have the primaryKnow-how by a third party of which it becomes aware, and in shall provide the first instance sole, right to institute a suit for other party with all available evidence supporting said infringement, unfair competition or other action with respect to any unauthorized use or suspected infringement. LICENSOR shall have the sole discretion to determine how to handle or otherwise deal with any infringement or unauthorized use of the INTELLECTUAL PROPERTY, including or misappropriation. 9.2 Company shall have the right to settle initiate an infringement suit or otherwise compromise other appropriate action against any dispute third party who at any time has infringed or suitis suspected of infringing any of the Patents or of using without proper authorization all or any portion of the Technology or Know-how. Company shall give MSU sufficient advance written notice of its intent to initiate such action and the reasons therefor, and shall provide MSU with an opportunity to make suggestions and comments regarding such action. Company shall keep MSU promptly notify LICENSEE informed of its decisionthe status of any such action. LICENSOR Company shall have pay all expenses of such action. MSU shall offer reasonable assistance to Company in connection therewith at no duty charge to initiate Company except for reimbursement of reasonable out-of-pocket expenses. Recoveries, reimbursements, damages, profits or awards from such action shall first be applied to reimburse Company and MSU for litigation ifcosts. Any remaining recoveries, in its sole judgmentreimbursements, such litigation is not warranted damages, profits or is not in its best interestsawards of whatever nature shall be treated as Adjusted Gross Sales under this Agreement. 14.03 LICENSEE 9.3 In the event that MSU is a legally indispensable party to an infringement suit or other action as described in Paragraph 9.2, MSU may join and be represented in, at its own expense by its own counsel, the action as a co-plaintiff. Company shall reimburse MSU for any proceeding relating costs it incurs as a party to any unauthorized use action brought by Company or suspected infringement to prove its own interestssublicensee, irrespective of whether MSU shall become a co-plaintiff. 14.04 LICENSEE agrees 9.4 In the event that it shallCompany does not within six (6) months (a) secure cessation of the infringement, at all timesor (b) initiate suit against the infringer, reasonably cooperate with LICENSOR and its counsel, in all respects, with respect to any unauthorized use or suspected or alleged infringement at LICENSOR's expense, including, MSU shall thereafter have the right but not limited to, having LICENSEEthe obligation to convert Company's principals, directors, employees, officers exclusive license hereunder to a non-exclusive license and/or agents testify, and making available any records, papers, information, specimens and the like when requested by LICENSOR. 14.05 Any damages and/or recovery received pursuant to such litigation or settlement or compromise shall be the sole and exclusive property of LICENSOR. 14.06 If LICENSOR decides, in its discretion, not to take any action against the infringer at MSU's own expense. Company shall offer reasonable assistance to MSU in connection with respect to an unauthorized use or suspected infringement, then LICENSEE may, at its own option and sole expense, take such action on its own behalf as it deems appropriate and any at no charge to MSU except for the reimbursement of reasonable out-of-pocket expenses. Any damages, recovery, settlement profits or compromise obtained thereby awards of whatever nature recovered from such action shall be for the account of LICENSEEbelong solely to MSU.

Infringement. 14.01 LICENSEE (a) Licensee shall immediately notify LICENSOR Licensor promptly after Licensee becomes aware of any unauthorized use and/or suspected infringement of the INTELLECTUAL PROPERTY. Such notification shall includeinfringements, without limitation, immediately forwarding to LICENSOR any and all documents relating to any such unauthorized use or suspected infringement and providing LICENSOR with any and all facts and circumstances relating to such unauthorized use or suspected infringement. 14.02 LICENSOR shall have the primary, and in the first instance sole, right to institute a suit for infringement, unfair competition or other action with respect to any unauthorized use or suspected infringement. LICENSOR shall have the sole discretion to determine how to handle or otherwise deal with any infringement imitations or unauthorized use of the INTELLECTUAL PROPERTY, including Trademarks by others. Licensor reserves the right but shall not have the obligation, to settle or otherwise compromise any dispute or suitprosecute, and conduct all legal proceedings and litigations involving the Trademarks and to take any action or institute any proceedings that it may deem proper or necessary for the protection of the Trademarks. If Licensor elects to do so, it shall promptly notify LICENSEE offer Licensee the opportunity to participate therein, and in the event of its decisionsuch participation, the parties shall share all costs and recoveries one-half for Licensor, one-half for Licensee or in such other proportion as may be agreed by the parties at the commencement of each action or proceeding. LICENSOR shall have no duty If Licensor elects not to initiate exercise such litigation ifright, Licensee may take any such action or conduct any such proceeding in its sole judgmentLicensor’s name, such litigation is not warranted or is not in its best interests. 14.03 LICENSEE may join and be represented inif necessary, at its own expense expense, and shall be entitled to all of the recovery, except that Licensor shall have the right to approve any non-monetary elements of any settlement that materially adversely affects the validity or use of the Trademarks, which approval shall not be unreasonably withheld. In either event, the parties will cooperate fully with each other. Licensee shall notify Licensor promptly of any adverse pending or threatened litigation with respect to the Trademarks, and of any use by its own counselthird parties, any proceeding relating of which it becomes aware which would or might be adverse to any unauthorized use the rights of Licensor or suspected infringement to prove its own interestsLicensee. 14.04 LICENSEE agrees that it (b) Licensee shall, at all timesthe direction of Licensor, reasonably promptly discontinue its use of any of the Trademarks alleged to infringe rights of others, provided that prior to requesting any such discontinuance of the Trademarks, Licensor will provide Licensee with written documentation containing details of any alleged infringement and cooperate with LICENSOR and its counsel, in all respects, with respect Licensee to any unauthorized use or suspected or alleged infringement at LICENSOR's expense, including, but not limited to, having LICENSEE's principals, directors, employees, officers and/or agents testify, and making available any records, papers, information, specimens and the like when requested by LICENSORdevelop non-infringing uses. 14.05 Any damages and/or recovery received pursuant to such litigation or settlement or compromise shall be the sole and exclusive property of LICENSOR. 14.06 If LICENSOR decides, in its discretion, not to take any action with respect to an unauthorized use or suspected infringement, then LICENSEE may, at its own option and sole expense, take such action on its own behalf as it deems appropriate and any damages, recovery, settlement or compromise obtained thereby shall be for the account of LICENSEE.

Infringement. 14.01 LICENSEE shall immediately notify LICENSOR In the event that either party learns of any unauthorized use and/or suspected infringement or threatened infringement of the INTELLECTUAL PROPERTY. Such notification shall includeLicensed Marks or the Licensed Copyright, without limitationor any unfair competition, immediately forwarding to LICENSOR any and all documents relating to any such unauthorized use passing-off or suspected infringement and providing LICENSOR with any and all facts and circumstances relating to such unauthorized use or suspected infringement. 14.02 LICENSOR shall have the primary, and in the first instance sole, right to institute a suit for infringement, unfair competition or other action dilution with respect to any unauthorized use the Licensed Marks or suspected infringement. LICENSOR shall have the sole discretion to determine how to handle or otherwise deal with any infringement or unauthorized use of the INTELLECTUAL PROPERTYLicensed Copyright (each such event, including the right to settle or otherwise compromise any dispute or suitan "Infringement"), and such party shall promptly notify LICENSEE of the other party or its decision. LICENSOR authorized representative giving particulars thereof, and Licensee shall have no duty to initiate such litigation if, in its sole judgment, such litigation is not warranted or is not in its best interests. 14.03 LICENSEE may join provide necessary information and be represented inreasonable assistance, at its own expense by its own counsel, any proceeding relating to any unauthorized use or suspected infringement to prove its own interests. 14.04 LICENSEE agrees that it shall, at all times, reasonably cooperate with LICENSOR and its counsel, in all respects, with respect to any unauthorized use or suspected or alleged infringement at LICENSORLicensor's expense, includingto Licensor or its authorized representatives in the event that Licensor decides that proceedings should be commenced. Licensor shall have exclusive control of any litigation, but not limited toopposition, having LICENSEE's principalscancellation or other legal proceedings relating to an alleged Infringement. The decision whether to bring, directors, employees, officers and/or agents testifymaintain or settle any such proceedings shall be at the exclusive option and expense of Licensor, and making available any records, papers, information, specimens and the like when requested by LICENSOR. 14.05 Any damages and/or recovery received pursuant all recoveries shall belong exclusively to such litigation or settlement or compromise Licensor. Licensee shall be the sole and exclusive property of LICENSOR. 14.06 If LICENSOR decides, in its discretion, not to take any action with respect to an unauthorized use enforce, protect or suspected infringementdefend the Licensed Marks or the Licensed Copyright without the prior written consent of Licensor's General Counsel. Licensee will not initiate any such litigation, then LICENSEE mayopposition, cancellation or related legal proceedings in its own name but, at Licensor's request, agrees to be joined as a party in any action taken by Licensor to enforce its own option rights in the Licensed Marks or the Licensed Copyright; provided that Licensor shall reimburse Licensee for all reasonable out-of-pocket costs and sole expenseexpenses incurred by Licensee, take its Affiliates and authorized representatives (and their respective directors, officers, stockholder, employees and agents) in connection with their participation in such action on its own behalf as it deems appropriate and any damagesaction. Nothing in this Agreement shall require, recovery, or be deemed to require Licensor to enforce the Licensed Marks or the Licensed Copyright against others. Licensor shall keep all monies derived from litigation or legal proceeding or from settlement or compromise obtained thereby shall be for the account of LICENSEEInfringement.

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

Infringement. 14.01 LICENSEE 7.1 GTx shall immediately notify LICENSOR inform UTRC and UTRC shall inform GTx, promptly in writing of any unauthorized use alleged assertion and/or suspected claim of infringement of the INTELLECTUAL PROPERTY. Such notification shall include, without limitation, immediately forwarding to LICENSOR Licensed Patents by a Third Party and of any and all documents relating to any such unauthorized use or suspected infringement and providing LICENSOR with any and all facts and circumstances relating to such unauthorized use or suspected infringementavailable evidence thereof. 14.02 LICENSOR 7.2 GTx shall have the primaryright, and in the first instance solebut shall not be obligated, right to institute a suit for infringement, unfair competition or other action with respect to any unauthorized use or suspected infringement. LICENSOR shall have the sole discretion to determine how to handle or otherwise deal with any infringement or unauthorized use of the INTELLECTUAL PROPERTY, including the right to settle or otherwise compromise any dispute or suit, and shall promptly notify LICENSEE of its decision. LICENSOR shall have no duty to initiate such litigation if, in its sole judgment, such litigation is not warranted or is not in its best interests. 14.03 LICENSEE may join and be represented in, prosecute at its own expense all infringements of the Licensed Patents and, in furtherance of such right, UTRC hereby agrees that GTx may include UTRC as a party plaintiff in any such suit, without expense to UTRC. The total cost of any such infringement action commenced or defended by GTx shall be borne by GTx. After deduction of outstanding expenses, including attorneys fees of GTx, the balance remaining from any such recovery shall be divided equally between GTx and UTRC until UTRC shall have recovered in full any royalty payments to which it would have been otherwise entitled to receive hereunder, but for such infringement, and any remaining balance, if any, shall be retained by GTx. No settlement, consent, judgment or other voluntary dismissal of such suits may be entered into without the consent of UTRC, provided that such consent shall not be unreasonably withheld and that UTRC shall not condition such consent on an increase in payments to UTRC hereunder. 7.3 If within six (6) months after having been notified of an alleged infringement, GTx has not brought or is not diligently prosecuting an infringement action, or if GTx has notified UTRC at any time prior thereto of its intention not to bring suit against any alleged infringement of the Patents, then, and in those events only, UTRC shall have the right, but shall not be obligated, to prosecute at its own counselexpense any infringement of the Licensed Patents, and UTRC may, for such purposes, use the name of GTx as party plaintiff. No settlement, consent judgment or other voluntary final disposition of the suit may be entered into without the consent of GTx, which consent shall not unreasonably be withheld. After deduction of outstanding expenses of UTRC, including attorney fees and any proceeding relating expenses of GTx, including attorney fees incurred prior to UTRC's pursuit of such infringement, the balance remaining from any unauthorized use or suspected infringement to prove its own interestssuch recovery shall be divided equally between GTx and UTRC. 14.04 LICENSEE agrees 7.4 In the event that it shallGTx undertakes the enforcement and/or defense of the Licensed Patents by litigation or an inter partes proceeding in the United States or a foreign country against a Third Party, at all times, reasonably cooperate with LICENSOR and its counsel, GTx may withhold up to [ * ] of the payments otherwise thereafter due UTRC under Article 4 that are attributable to sales in all respects, with respect to any unauthorized use or suspected or alleged infringement at LICENSOR's expense, including, but not limited to, having LICENSEE's principals, directors, employees, officers and/or agents testify, and making available any records, papers, information, specimens and the like when requested by LICENSOR. 14.05 Any damages and/or recovery received pursuant to country where such litigation or settlement inter partes proceeding takes place and apply the same toward reimbursement of up to half of GTx's expenses, including reasonable attorneys' fees, in connection therewith. GTx may not withhold any portion of the payments due UTRC under Article 4 in the event that GTx undertakes the enforcement and/or defense of the Licensed Patents by litigation or compromise an inter partes proceeding in the United States or a foreign country against an Affiliate, a Joint Alliance Party or a Residual Alliance Party. Any recovery of damages by GTx for each such suit shall be applied first in satisfaction of any unreimbursed expenses and legal fees of GTx relating to such suit, and next toward reimbursement of UTRC for any payments under Article 4 past due or withheld and applied pursuant to this Article 7. 7.5 In the event that a declaratory judgment action alleging invalidity or noninfringement of any of the Licensed Patents shall be brought against UTRC, GTx at its option shall have the right, within thirty (30) days after commencement of such action, to intervene and take over the sole and exclusive property defense of LICENSOR. 14.06 If LICENSOR decides, in its discretion, not to take any the action with respect to an unauthorized use or suspected infringement, then LICENSEE may, at its own option and sole expense, take such action on its own behalf as it deems appropriate and any damages, recovery, settlement or compromise obtained thereby shall be for the account of LICENSEE.

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

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

Infringement. 14.01 LICENSEE A. Licensee and CMCC shall immediately notify LICENSOR each inform the other promptly in writing of any unauthorized use and/or suspected alleged infringement by a third party of the INTELLECTUAL PROPERTY. Such notification shall include, without limitation, immediately forwarding to LICENSOR Patent Rights in the Field of Use within the scope of this Agreement and of any and all documents relating to any such unauthorized use or suspected infringement and providing LICENSOR with any and all facts and circumstances relating to such unauthorized use or suspected infringementavailable evidence thereof. 14.02 LICENSOR B. During the Term of this Agreement, CMCC shall have the primaryright, and in the first instance solebut shall not be obligated, right to institute a suit for infringement, unfair competition or other action with respect to any unauthorized use or suspected infringement. LICENSOR shall have the sole discretion to determine how to handle or otherwise deal with any infringement or unauthorized use of the INTELLECTUAL PROPERTY, including the right to settle or otherwise compromise any dispute or suit, and shall promptly notify LICENSEE of its decision. LICENSOR shall have no duty to initiate such litigation if, in its sole judgment, such litigation is not warranted or is not in its best interests. 14.03 LICENSEE may join and be represented in, prosecute at its own expense any infringement of the Patent Rights and, in furtherance of such right, Licensee hereby agrees that CMCC may include Licensee as a party plaintiff in any such suit, without expense to Licensee. The total cost of any such infringement action commenced or defended solely by CMCC shall be borne by CMCC. CMCC shall keep any recovery or damages for past infringement derived therefrom. C. If within [**] months after having been notified of any alleged infringement, CMCC shall have been unsuccessful in persuading the alleged infringer to desist and shall not have brought and shall not be diligently prosecuting an infringement action, or if CMCC shall notify Licensee 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 counselexpense any infringement of the Patent Rights, provided, however, that such right to bring such an infringement action shall remain in effect only for so long as the license granted hereunder remains exclusive. No settlement, consent judgment or other voluntary final disposition of the suit may be entered into without the consent of CMCC, which consent shall not be unreasonably withheld. Licensee shall indemnify CMCC against any proceeding order for costs that may be made against CMCC in such proceedings. D. In the event Licensee shall undertake the enforcement and/or defense of the Patent Rights by litigation pursuant to paragraph C of this section, Licensee may withhold up to [**] percent ([**]%) of the payments otherwise thereafter due to CMCC under Article IV above and apply the same toward reimbursement of up to [**] percent ([**]%) of Licensee's expenses, including reasonable attorney's fees, in connection therewith. Any recovery of damages by Licensee for each such suit shall be applied first in satisfaction of any unreimbursed expenses and legal fees of CMCC and Licensee relating to such suit and next toward reimbursement of CMCC for any unauthorized use payments under Article IV past due or suspected infringement withheld and applied pursuant to prove this Article VII. The balance remaining from any such recovery shall be divided equally between Licensee and CMCC. E. In the event that a declaratory judgment action alleging invalidity or noninfringement of any of the 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 interestsexpense. 14.04 LICENSEE agrees that it shallF. In any infringement suit which either party may institute to enforce the Patent Rights pursuant to this Agreement, at all times, reasonably the other party hereto shall cooperate with LICENSOR and its counsel, in all respectsreasonable respects and, with respect to any unauthorized use or suspected or alleged infringement at LICENSOR's expensethe extent reasonably possible, including, but not limited to, having LICENSEE's principals, directors, employees, officers and/or agents testify, have its employees testify when requested and making make available any relevant records, papers, information, specimens samples, specimens, and the like when requested by LICENSORlike. 14.05 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 damages and/or recovery received pursuant upfront fees paid to Licensee as part of such litigation or settlement or compromise a sublicense shall be the sole shared between Licensee and exclusive property of LICENSORCMCC as they were receivables under this Agreement. 14.06 If LICENSOR decides, in its discretion, not to take any action with respect to an unauthorized use or suspected infringement, then LICENSEE may, at its own option and sole expense, take such action on its own behalf as it deems appropriate and any damages, recovery, settlement or compromise obtained thereby shall be for the account of LICENSEE.

Infringement. 14.01 LICENSEE 13.1 ECHOMAIL shall immediately notify LICENSOR defend, indemnify and hold harmless CUSTOMER from all costs, expenses, damages, suits and other proceedings incurred by CUSTOMER, its officers, directors, employees or agents in connection with any claim that the Licensed Software infringes any patent, copyright, trade secret or other proprietary rights of any unauthorized use and/or suspected infringement third party, provided that (a) CUSTOMER promptly informs ECHOMAIL of the INTELLECTUAL PROPERTY. Such notification shall include, without limitation, immediately forwarding to LICENSOR any and all documents relating to any such unauthorized use or suspected infringement action, and (b) CUSTOMER furnishes to ECHOMAIL all information and providing LICENSOR with any and all facts and circumstances relating assistance in connection therewith which may be reasonably requested by ECHOMAIL from time to such unauthorized use or suspected infringement. 14.02 LICENSOR shall have the primary, and in the first instance sole, right to institute a suit for infringement, unfair competition or other action with respect to any unauthorized use or suspected infringementtime. LICENSOR ECHOMAIL shall have the sole discretion right to determine how to handle settle, defend, or otherwise deal with handle any infringement or unauthorized such claim. In the event the use of the INTELLECTUAL PROPERTYany Licensed Software is enjoined, including ECHOMAIL shall, at its option, either (a) procure for CUSTOMER the right to settle continue to use such Licensed Software, (b) replace or otherwise compromise any dispute modify the same to make it non-infringing, or suit(c) terminate the license to such Licensed Software and provide a pro rata refund to CUSTOMER of all amounts paid by CUSTOMER for the allegedly infringing Licensed Software to ECHOMAIL hereunder, and shall promptly notify LICENSEE based upon a five (5) year life of its decision. LICENSOR shall have no duty to initiate such litigation if, in its sole judgment, such litigation is not warranted or is not in its best interestsLicensed Software. 14.03 LICENSEE may join and 13.2 ECHOMAIL’S obligations under this Section 13.0 shall be represented inonly for the benefit of CUSTOMER. ECHOMAIL shall not be obligated to defend or to be liable under this Section 13.0 to the extent the infringement asserted arises out of (a) compliance with specification originating with CUSTOMER, at its own expense by its own counsel, any proceeding relating to any unauthorized (b) use or suspected combination of Licensed Software with items not provided by ECHOMAIL to the extent such infringement to prove its own interestswould not have occurred but for such use or combination with such other items; (c) use of other than the latest unmodified version of Licensed Software if such infringement would have been avoided by the use of such later version; or (d) modification of Licensed Software other than by ECHOMAIL. 14.04 LICENSEE agrees that it shall, at all times, reasonably cooperate with LICENSOR 13.3 This Section 13.0 states the exclusive remedy of CUSTOMER and its counsel, in all respects, the entire liability of ECHOMAIL with respect to infringement of any unauthorized use patent, copyright, or suspected or alleged infringement at LICENSOR's expense, including, but not limited to, having LICENSEE's principals, directors, employees, officers and/or agents testify, and making available any records, papers, information, specimens and the like when requested other proprietary rights of third parties by LICENSORitems furnished by ECHOMAIL hereunder. 14.05 Any damages and/or recovery received pursuant to such litigation or settlement or compromise shall be the sole and exclusive property of LICENSOR. 14.06 If LICENSOR decides, in its discretion, not to take any action with respect to an unauthorized use or suspected infringement, then LICENSEE may, at its own option and sole expense, take such action on its own behalf as it deems appropriate and any damages, recovery, settlement or compromise obtained thereby shall be for the account of LICENSEE.

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

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

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

Infringement. 14.01 LICENSEE shall immediately notify LICENSOR In the event of any unauthorized use and/or suspected claim, action, proceeding or suit by a third party against Customer alleging an infringement of any United States patent, United States copyright, or United States trademark, or a violation in the INTELLECTUAL PROPERTYUnited States of any trade secret or proprietary rights by reason of the use, in accordance with the design of the Network, of the Network or any Product or Licensed Materials furnished by Seller to construct the Network pursuant to this Agreement, Seller, at its expense, will defend Customer, subject to certain conditions and exceptions set forth below (an "Infringement Claim"). Such notification Seller will reimburse Customer for any cost, expense or attorneys' fees incurred prior to Seller's assumption of such defense or at Seller's written request or authorization, and will indemnify Customer against any liability assessed against Customer by final judgment or in settlement of any suit or claim on account of such infringement or violation arising out of such use. If Customer's use of any Product, Licensed Materials or any portion of the Network shall includebe enjoined or in Seller's opinion is likely to be enjoined, without limitationSeller will, immediately forwarding at its expense and at its option, either (1) replace the enjoined Product or Licensed Materials furnished pursuant to LICENSOR this Agreement with a suitable substitute free of any infringement; (2) modify it so that it will be free of the infringement; or (3) procure for Customer a license or other right to use it. If none of the foregoing options are practical, Seller will refund to Customer any amounts paid to Seller therefor. Customer shall give Seller prompt written notice of all such claims, actions, proceedings or suits alleging infringement or violation and Seller shall have full and complete authority to assume the sole defense thereof, including appeals, and to settle same; provided that Seller will have no right to agree to injunctive relief against Customer, and; provided further that Seller will notify Customer of any proposed settlement condition prior to Seller's acceptance of such settlement. Customer shall, upon Seller's request and at Seller's expense, cooperate in every reasonable way to facilitate the defense and/or settlement of any such claim, action, proceeding or suit. No undertaking of Seller under this clause shall extend to any such alleged infringement or violation to the extent: (i) that it arises because the Product or Licensed Materials provided by Seller are used in combinations with other products furnished either by third parties where such combination was not installed, recommended or otherwise approved (explicitly or by implication) by Seller, or (ii) that it is caused by modification of the Product, Licensed Materials, the Network or any component thereof by Customer, or any infringement caused solely by Customer's use and maintenance of the Products other than in accordance with the Specifications and the purposes contemplated by this Agreement, except as expressly authorized or permitted by Seller. Customer will indemnify Seller against all liabilities and costs, including reasonable attorneys' fees, for defense and settlement (consented to by Customer) of any and all documents relating to any such unauthorized use claims against Seller for infringements or suspected infringement and providing LICENSOR with any and all facts and circumstances relating to such unauthorized use or suspected infringementviolations based upon this paragraph. 14.02 LICENSOR shall have the primary, and in the first instance sole, right to institute a suit for infringement, unfair competition or other action with respect to any unauthorized use or suspected infringement. LICENSOR shall have the sole discretion to determine how to handle or otherwise deal with any infringement or unauthorized use of the INTELLECTUAL PROPERTY, including the right to settle or otherwise compromise any dispute or suit, and shall promptly notify LICENSEE of its decision. LICENSOR shall have no duty to initiate such litigation if, in its sole judgment, such litigation is not warranted or is not in its best interests. 14.03 LICENSEE may join and be represented in, at its own expense by its own counsel, any proceeding relating to any unauthorized use or suspected infringement to prove its own interests. 14.04 LICENSEE agrees that it shall, at all times, reasonably cooperate with LICENSOR and its counsel, in all respects, with respect to any unauthorized use or suspected or alleged infringement at LICENSOR's expense, including, but not limited to, having LICENSEE's principals, directors, employees, officers and/or agents testify, and making available any records, papers, information, specimens and the like when requested by LICENSOR. 14.05 Any damages and/or recovery received pursuant to such litigation or settlement or compromise shall be the sole and exclusive property of LICENSOR. 14.06 If LICENSOR decides, in its discretion, not to take any action with respect to an unauthorized use or suspected infringement, then LICENSEE may, at its own option and sole expense, take such action on its own behalf as it deems appropriate and any damages, recovery, settlement or compromise obtained thereby shall be for the account of LICENSEE.

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

Infringement. 14.01 LICENSEE shall immediately 6.1 Each party will notify LICENSOR the other in writing of any unauthorized use and/or suspected misappropriation or infringement of any rights in the INTELLECTUAL PROPERTYLicensed Technology of which the party becomes aware. 6.2 The Licensee has the first right (but is not obliged) to take Legal Action at its own cost in relation to any misappropriation or infringement of any rights included in the Licensed Intellectual Property Rights in the Field. Such notification shall includeThe Licensee must discuss any proposed Legal Action with OUI prior to the Legal Action being commenced, and take due account of the legitimate interests of OUI in the Legal Action it takes provided always that the Licensee may act without further consultation if rights in the Licensed Technology would otherwise be prejudiced or lost. 6.3 If the Licensee takes Legal Action under clause 6.2, the Licensee will: 6.3.1 indemnify and hold OUI and the University harmless against all costs (including lawyers’ and patent agents’ fees and expenses), claims, demands and liabilities arising out of or consequent upon a Legal Action and will settle any invoice received from OUI in respect of such costs, claims, demands and liabilities within thirty (30) days of receipt; 6.3.2 treat any account of profits or damages (including, without limitation, immediately forwarding punitive damages) awarded in or paid to LICENSOR the Licensee under any and all documents relating settlement of the Legal Action for any misappropriation or infringement of any rights included in the Licensed Technology as Net Sales exceeding the Royalty Threshold for the purposes of clause 8, having first for these purposes deducted from the award or settlement an amount equal to any such unauthorized use or suspected infringement and providing LICENSOR with legal costs incurred by the Licensee in the Legal Action that are not covered by an award of legal costs; and 6.3.3 keep OUI regularly informed of the progress of the Legal Action, including, without limitation, any and all facts and circumstances relating to such unauthorized use or suspected infringementclaims affecting the scope of the Licensed Technology. 14.02 LICENSOR shall have the primary, and in the first instance sole, right to institute a suit for infringement, unfair competition or other action with respect to 6.4 OUI may take any unauthorized use or suspected infringement. LICENSOR shall have the sole discretion to determine how to handle or otherwise deal with any infringement or unauthorized use of the INTELLECTUAL PROPERTY, including the right to settle or otherwise compromise any dispute or suit, and shall promptly notify LICENSEE of its decision. LICENSOR shall have no duty to initiate such litigation if, in its sole judgment, such litigation is not warranted or is not in its best interests. 14.03 LICENSEE may join and be represented in, Legal Action at its own expense by its own counsel, any proceeding relating cost in relation to any unauthorized use misappropriation or suspected infringement to prove its own interests.of any rights included in the Licensed Intellectual Property Rights where: 14.04 LICENSEE agrees 6.4.1 the Licensee has notified OUI in writing that it shall, at all times, reasonably cooperate with LICENSOR and its counsel, in all respects, with respect to any unauthorized use or suspected or alleged infringement at LICENSOR's expense, including, but does not limited to, having LICENSEE's principals, directors, employees, officers and/or agents testify, and making available any records, papers, information, specimens and the like when requested by LICENSOR. 14.05 Any damages and/or recovery received pursuant to such litigation or settlement or compromise shall be the sole and exclusive property of LICENSOR. 14.06 If LICENSOR decides, in its discretion, not intend to take any action Legal Action in relation to any misappropriation or infringement of any such rights; or 6.4.2 if having received professional advice with respect 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 unauthorized use agreed process for dealing with such misappropriation or suspected infringementinfringement (which may include, then LICENSEE may, at its own option and sole expense, take such action on its own behalf as it deems appropriate and any damages, recovery, settlement or compromise obtained thereby shall be for the avoidance of doubt, seeking a second opinion in respect of such professional advice) within any timescale agreed between OUI and the Licensee and in any event within forty-five (45) days of notification under clause 6.1, provided it shall not settle any action without first consulting with the Licensee and taking account of LICENSEEthe reasonable observations and 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 the Licensee in relation to such Legal Action at the Licensee’s cost and authorises the Licensee to join OUI as a party in any Legal Action where it is a legal requirement for the patent owner to be a plaintiff in the Legal Action, provided that the Licensee indemnifies OUI under clause 6.3.1 for the costs of any legal representation in the Legal Action required by OUI.

Infringement. 14.01 LICENSEE 10.1 SUMmedia represents and warrants to the Customer that, to the best of SUMmedia's knowledge, the Deliverables shall immediately notify LICENSOR not infringe any patent, copyright, trade secret or other proprietary rights of any unauthorized third party, and SUMmedia has not received notice of any claim by any third party with respect to any such infringement or any allegation thereof. This warranty will not apply to any infringement to the extent the infringement arises out of any use and/or or combination of the Deliverables with any other products, goods, services, or other items furnished by anyone other than SUMmedia or to any modification or change not made by SUMmedia. The Customer will promptly notify SUMmedia of any actual or suspected infringement of the INTELLECTUAL PROPERTY. Such notification shall include, without limitation, immediately forwarding to LICENSOR intellectual property or other proprietary rights in the Deliverables. 10.2 SUMmedia will defend and indemnify the Customer from any and all documents relating to claims, losses, harm, liens, charges, damages, liabilities, costs, and expenses incurred or arising out of any claim of infringement of any patent, copyright, trade secret, trademark or other intellectual property right by the Deliverables, provided that the Customer notifies SUMmedia of such unauthorized use or suspected infringement proceeding promptly after the Customer receives notice thereof, SUMmedia has control over the defence and providing LICENSOR settlement of the proceeding, the Customer provides such assistance in the defence and settlement of the proceeding as SUMmedia may reasonably request, and the Customer complies with any and all facts and circumstances relating to court order or settlement made by SUMmedia in connection with such unauthorized use or suspected infringementproceeding. 14.02 LICENSOR shall have the primary10.3 If such infringement in found by a court of competent and final jurisdiction, and in the first instance sole, right to institute a suit for infringement, unfair competition or other action with respect to any unauthorized use or suspected infringement. LICENSOR shall have the sole discretion to determine how to handle or otherwise deal with any infringement or unauthorized use of the INTELLECTUAL PROPERTY, including the right to settle or otherwise compromise any dispute or suit, and shall promptly notify LICENSEE of its decision. LICENSOR shall have no duty to initiate such litigation if, in its sole judgment, such litigation is not warranted or is not in its best interests. 14.03 LICENSEE may join and be represented inthen SUMmedia shall, at its own expense by and at its own counseloption, any proceeding relating either supply to any unauthorized use the Customer revisions to the infringing Deliverables so as to make them non-infringing, procure for the Customer the right to continue using, the infringing Deliverables, or suspected infringement to prove its own interestsprovide equivalent Deliverables that are non-infringing. 14.04 LICENSEE agrees that it shall10.4 The Customer represents and warrants to SUMmedia that, at all timesto the best of the Customer's knowledge, reasonably cooperate with LICENSOR the Customer Materials shall not infringe any patent, copyright, trade secret or other proprietary rights of any third party, and its counsel, in all respects, the Customer has not received notice of any claim by any third party with respect to any unauthorized use such infringement or suspected or alleged infringement at LICENSOR's expenseany allegation thereof. The Customer will defend and indemnify SUMmedia from any and all claims, includinglosses, but not limited toharm, having LICENSEE's principalsliens, directorscharges, employeesdamages, officers and/or agents testifyliabilities, costs, and making available expenses incurred or arising out of any recordsclaim of infringement of any patent, paperscopyright, informationtrade secret, specimens trademark or other intellectual property right by the Customer Materials, provided that SUMmedia notifies the Customer of such proceeding promptly after SUMmedia receives notice thereof, the Customer has control over the defence and settlement of the like when requested by LICENSOR. 14.05 Any damages and/or recovery received pursuant to proceeding, the SUMmedia provides such litigation or assistance in the defence and settlement or compromise shall be of the sole proceeding as the Customer may reasonably request, and exclusive property of LICENSOR. 14.06 If LICENSOR decides, in its discretion, not to take any action with respect to an unauthorized use or suspected infringement, then LICENSEE may, at its own option and sole expense, take such action on its own behalf as it deems appropriate and any damages, recovery, settlement or compromise obtained thereby shall be for the account of LICENSEE.SUMmedia complies

Infringement. 14.01 LICENSEE shall immediately notify LICENSOR 22.1. So long as Licensee remains the exclusive licensee of any unauthorized use and/or suspected infringement of the INTELLECTUAL PROPERTY. Such notification shall includePatents in the Field of Use, without limitation, immediately forwarding to LICENSOR any and all documents relating to any such unauthorized use or suspected infringement and providing LICENSOR with any and all facts and circumstances relating to such unauthorized use or suspected infringement. 14.02 LICENSOR Licensee shall have the primaryright during the term of this Agreement to commence an action for infringement of any of those Patents against any third party for any infringement occurring within Carnegie Mellon/ Carmell License Final 16 the Field of Use, provided that Licensee shall provide Carnegie Mellon thirty (30) days’ prior written notice of such infringement and in the first instance sole, right of Licensee’s intent to institute a suit for infringement, unfair competition or other action with respect to any unauthorized use or suspected infringementfile such action. LICENSOR Carnegie Mellon shall have the sole discretion right at its own expense (subject to determine how being reimbursed from any settlement amount or proceeds as provided herein) to handle or otherwise deal with any infringement or unauthorized use appear in such action by counsel of its own selection. If required by the jurisdictional laws of the INTELLECTUAL PROPERTYforum that any such action be prosecuted in the name of the owner of the Patent or that Carnegie Mellon be joined as a party-plaintiff, Carnegie Mellon shall voluntarily appear; provided that Licensee shall hold Carnegie Mellon harmless from, and indemnify Carnegie Mellon against any liability, damage, loss, or expense that Carnegie Mellon suffers or incurs, including Carnegie Mellon’s attorneys’ fees and expenses, in connection with, in consequence of or resulting from such action and that if such appearance could subject Carnegie Mellon to any unrelated action or claim of a third party or Licensee in that or any other jurisdiction, then Carnegie Mellon shall have the right to settle decline such appearance. All liability, damage, loss, or otherwise compromise expense suffered or incurred by Carnegie Mellon in accordance with the preceding sentence, including reasonable compensation for the time of any dispute or suitCarnegie Mellon personnel, shall be paid by Licensee as the same as incurred by Carnegie Mellon. Settlement of any action brought by Licensee shall require the consent of Carnegie Mellon and Licensee, which neither shall unreasonably withhold from the other, and any settlement amount or recovery for damages shall promptly notify LICENSEE be applied as follows: (a) first, to reimburse the parties for their unreimbursed expenses in connection with the litigation; and (b) second, Carnegie Mellon shall receive compensation for unreimbursed time of its decisionany Carnegie Mellon personnel involved in the action; and (c) third, Carnegie Mellon shall receive two and seven one hundreths percent (2.07%) of any monies remaining. 22.2. LICENSOR In the event that Licensee is unsuccessful in persuading an alleged infringer to desist and fails to initiate any infringement action contemplated by Section 22.l within a reasonable time after Licensee first becomes aware of the basis for such action, Carnegie Mellon shall have no duty to initiate such litigation ifthe right, in its sole judgmentdiscretion, to prosecute such litigation is not warranted or is not in infringement action at its best interests. 14.03 LICENSEE may join sole expense, provided that, before commencing any such action concerning the Field of Use, Carnegie Mellon shall provide Licensee written notice of such infringement and be represented in, of Carnegie Mellon’s intent to file such action. Licensee shall have the right at its own expense to appear in such action by counsel of its own counselselection. If Carnegie Mellon provides Licensee with such notice and Licensee fails to initiate an action against such third party prior to the commencement of an action by Carnegie Mellon, then any proceeding relating settlement amount or recovery shall belong to any unauthorized use or suspected infringement to prove its own interestsCarnegie Mellon, and Carnegie Mellon may settle said action without the consent of Licensee. 14.04 LICENSEE agrees that it shall22.3. Notwithstanding the pendency of any infringement (or other) claim or action by or against Licensee, at all times, reasonably cooperate with LICENSOR and its counsel, in all respects, with respect Licensee shall have no right to terminate or suspend (or escrow) payment of any unauthorized use or suspected or alleged infringement at LICENSOR's expense, including, but not limited to, having LICENSEE's principals, directors, employees, officers and/or agents testify, and making available any records, papers, information, specimens and the like when requested by LICENSOR. 14.05 Any damages and/or recovery received amounts required to be paid to Carnegie Mellon pursuant to such litigation or settlement or compromise shall be the sole and exclusive property of LICENSORthis Agreement. 14.06 If LICENSOR decides, in its discretion, not to take any action with respect to an unauthorized use or suspected infringement, then LICENSEE may, at its own option and sole expense, take such action on its own behalf as it deems appropriate and any damages, recovery, settlement or compromise obtained thereby shall be for the account of LICENSEE.

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

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

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

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

Infringement. 14.01 LICENSEE 14.1 The parties to this Agreement shall immediately notify LICENSOR inform the other promptly in writing of any unauthorized use and/or suspected alleged infringement or misuse of the INTELLECTUAL PROPERTY. Such notification shall include, without limitation, immediately forwarding to LICENSOR intellectual property rights subject of this Agreement by a third party and of any and all documents relating to any available evidence of such unauthorized use infringement or suspected infringement and providing LICENSOR with any and all facts and circumstances relating to such unauthorized use or suspected infringementmisuse. 14.02 LICENSOR 14.2 During the term of this Agreement, BYU shall have the primaryright, but shall not be obligated, to prosecute at its own expense any infringements or misuse and, in furtherance of such right, LICENSEE agrees that BYU may require LICENSEE to participate as a party plaintiff in any such suit, without expense to LICENSEE. The total cost of any such infringement action commenced solely by BYU shall be paid by BYU and in BYU shall be entitled to retain any recovery or damages arising from the first instance sole, right to institute a suit for infringement or misuse. 14.3 If within sixty (60) days after having been notified of any alleged misuse or infringement, unfair competition or other action with respect to any unauthorized use or suspected infringement. LICENSOR BYU does not intend on prosecuting an infringement action, BYU shall have the sole discretion to determine how to handle or otherwise deal with any infringement or unauthorized use of the INTELLECTUAL PROPERTY, including the right to settle or otherwise compromise any dispute or suit, and shall promptly notify LICENSEE of its decisionintention not to bring suit. LICENSOR In such event only, LICENSEE shall have no duty to initiate such litigation if, in its sole judgment, such litigation is not warranted or is not in its best interests. 14.03 LICENSEE may join and be represented inthe right, at its own expense expense, to prosecute a suit to remedy the infringement or misuse of the intellectual property rights subject of this Agreement. LICENSEE may, for such purposes, use the name of BYU as party plaintiff. However, the right to bring an infringement action shall remain only for so long as this Agreement remains in effect. No settlement, consent judgment or other voluntary final disposition of the suit may be entered into without the express written consent of BYU, which consent shall not be unreasonably withheld. LICENSEE shall indemnify BYU against any order or settlement for costs or attorneys' fees that may be made against BYU in such proceedings prosecuted by LICENSEE. 14.4 In the event that LICENSEE shall undertake the enforcement of intellectual property rights by litigation, LICENSEE may withhold up to 50% of any royalty payment otherwise due BYU and apply the same toward reimbursement of a cumulative maximum of fifty percent (50%) of its own counselreasonable and paid outside attorneys fees, court costs and fees of expert witnesses. Any recovery of damages by LICENSEE for such suit shall be applied first to satisfaction of any proceeding unreimbursed litigation expenses and legal fees of LICENSEE relating to the suit and next toward reimbursement of BYU for any unauthorized use or suspected infringement to prove its own interestsroyalties withheld. The balance remaining from any such recovery shall be divided equally between LICENSEE and BYU. 14.04 14.5 In the event that a declaratory judgment or other action alleging unlawful infringement of any intellectual property rights of a third party is brought against LICENSEE, BYU, at its sole option, shall have the right within thirty (30) days after the commencement of such action to intervene and assume the sole defense of the action at its sole expense. Should BYU elect not to defend, LICENSEE agrees shall have the right to defend the suit at its sole expense. 14.6 If a third party is successful in prevailing against LICENSEE in an adjudicated lawsuit demonstrating that it the LICENSED TECHNOLOGY as delivered to LICENSEE by BYU unlawfully infringed upon such third party's intellectual property rights, LICENSEE shall be entitled to offset against future earned royalties the full amount of LICENSEE's court costs, attorney fees and damages awarded. 11 14.7 In any infringement suit, the other party shall, at all timesthe request and expense of the party initiating the suit, reasonably cooperate with LICENSOR and its counsel, in all respectsrespects and, with respect to any unauthorized use or suspected or alleged infringement at LICENSOR's expensethe extent possible, including, but not limited to, having LICENSEE's principals, directors, employees, officers and/or agents testify, make its employees reasonably available to testify when requested and making make available any relevant records, papers, information, specimens samples, specimens, and the like when requested by LICENSORlike. 14.05 Any damages and/or recovery received pursuant to such litigation or settlement or compromise shall be the sole and exclusive property of LICENSOR. 14.06 If LICENSOR decides, in its discretion, not to take any action with respect to an unauthorized use or suspected infringement, then LICENSEE may, at its own option and sole expense, take such action on its own behalf as it deems appropriate and any damages, recovery, settlement or compromise obtained thereby shall be for the account of LICENSEE.

Infringement. 14.01 LICENSEE A. Licensee and CMCC shall immediately notify LICENSOR each inform the other promptly in writing of any unauthorized use and/or suspected alleged infringement by a third party of the INTELLECTUAL PROPERTY. Such notification shall include, without limitation, immediately forwarding Patent Rights covering the Licensed Products in the Field of Use which comes to LICENSOR their attention and of any and all documents relating to any such unauthorized use or suspected infringement and providing LICENSOR with any and all facts and circumstances relating to such unauthorized use or suspected infringementavailable evidence thereof. 14.02 LICENSOR B. During the term of this Agreement, CMCC shall have the primaryright, and in the first instance solebut shall not be obligated, right to institute a suit for infringement, unfair competition or other action with respect to any unauthorized use or suspected infringement. LICENSOR shall have the sole discretion to determine how to handle or otherwise deal with any infringement or unauthorized use of the INTELLECTUAL PROPERTY, including the right to settle or otherwise compromise any dispute or suit, and shall promptly notify LICENSEE of its decision. LICENSOR shall have no duty to initiate such litigation if, in its sole judgment, such litigation is not warranted or is not in its best interests. 14.03 LICENSEE may join and be represented in, prosecute at its own expense any infringement of the Patent Rights by a third party 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. In such event, the total cost of any such infringement action commenced solely by CMCC shall be borne by CMCC, (and CMCC shall keep any recovery or damages for past infringement derived therefrom). In the event such infringement relates to use of the Patent Rights in the Field of Use only, no settlement, consent judgment or other voluntary disposition of any such suit may be entered into without the consent of Licensee, which consent shall not be unreasonably withheld or delayed. Licensee shall have ten (10) days from CMCC's notice to consent or to object in writing, stating in reasonable detail the reasons for withholding consent. No response within such period shall be deemed to constitute Licensee's consent. CMCC shall indemnify Licensee against any order for costs that may be made against Licensee in such proceedings. Notwithstanding the foregoing, Licensee may elect at its option to participate in the prosecution of any such infringement action where the alleged infringement is of Licensed Products within the Licensee's Field of Use. If Licensee shall be the only licensee participating in the infringement action, Licensee shall, reimburse [The confidential material contained herein has been omitted and has been separately filed with the commission.] of CMCC's attorneys' fees and expenses. If more than one licensee shall be participating, Licensee shall reimburse [The confidential material contained herein has been omitted and has been separately filed with the commission.] of CMCC's attorneys' fees and expenses, where [The confidential material contained herein has been omitted and has been separately filed with the commission.]. In the event of such participation: (i) no settlement, consent judgment or other voluntary disposition of any such suit may be entered into without the consent of Licensee, which consent shall not be unreasonably withheld or delayed. Licensee shall have ten (10) days from CMCC's notice to consent or to object in writing, stating in reasonable detail the reasons for withholding consent, and no response within such period shall be deemed to constitute Licensee's consent; and (ii) any recovery of damages by CMCC for such suit shall be applied first in satisfaction of any expenses of CMCC and Licensee hereunder, and the balance remaining from any such recovery shall be divided equally between CMCC and Licensee. C. If within three (3) months after having been notified of any alleged infringement of the Patent Rights by a third party, CMCC shall have been unsuccessful in persuading the third party to cease and desist or shall not have brought and shall not be diligently prosecuting an infringement action, or if CMCC notifies Licensee any time prior thereto of its intention not to bring suit against any alleged third party infringer then, and in those events only, Licensee shall have the right, but shall not be obligated, to prosecute at its own counselexpense any infringement of the Patent Rights covering the Licensed Products in the Field of Use, and Licensee may, for such purposes, use the name of CMCC as party plaintiff; provided, however, that such right to bring such an infringement action shall remain in effect only for so long as the license granted hereunder remains exclusive. No settlement, consent judgment or other voluntary final disposition of the suit may be entered into without the consent of CMCC, which consent shall not be unreasonably withheld or delayed. Licensee shall indemnify CMCC against any proceeding order for costs that may be made against CMCC in such proceedings. D. In the event Licensee shall undertake the enforcement of the Patent Rights covering the Licensed Products in the Field of Use by litigation, or in the event that Licensee is required to defend an infringement action instituted against Licensee by a third party, Licensee may withhold up to [The confidential material contained herein has been omitted and has been separately filed with the commission.] of the payments otherwise thereafter due to CMCC under Article IV above and apply the same toward reimbursement of up to [The confidential material contained herein has been omitted and has been separately filed with the commission.] of Licensee's expenses, including reasonable attorneys' fees, in connection therewith. Any recovery of damages by Licensee for such suit shall be applied first in satisfaction of any unreimbursed expenses and legal fees of Licensee relating to such suit and next toward reimbursement of CMCC for any unauthorized use payments under Article IV past due or suspected infringement withheld and applied pursuant to prove this Article VII. The balance remaining from any such recovery shall be divided equally between Licensee and CMCC. E. In the event that a declaratory judgment action alleging invalidity or noninfringement of any of the Patent Rights shall be brought against Licensee, CMCC, at its option, shall have the right, within thirty (30) days after commencement of such action, to intervene and participate in the defense of the action at its own interestsexpense. 14.04 LICENSEE agrees that it shallF. In any infringement suit which either party may institute to enforce the Patent Rights pursuant to this Agreement, or in a suit for patent infringement which is brought by a third party against CMCC or Licensee, which either party or both parties are required to defend, the other party hereto shall at all timesthe request and the expense of the party initiating or defending such suit, reasonably cooperate with LICENSOR and its counsel, in all respectsreasonable respects and, with respect to any unauthorized use or suspected or alleged infringement at LICENSOR's expensethe extent reasonably possible, including, but not limited to, having LICENSEE's principals, directors, employees, officers and/or agents testify, have its employees testify when requested and making make available any relevant records, papers, information, specimens samples, specimens, and the like when requested by LICENSORlike. 14.05 G. Licensee shall, for so long as its license rights to any Licensed Product or Licensed Processes are exclusive hereunder, have the sole right subject to the terms and conditions hereof to sublicense any alleged infringer for future use of the Patent Rights for the Licensed Products in the Field of Use. Any damages and/or recovery received pursuant upfront payment (e.g., fees, royalties on past sales, or other payments) paid to such litigation or Licensee as part of a sublicense agreement made in settlement or compromise of the infringement action shall be the sole shared equally between Licensee and exclusive property of LICENSOR. 14.06 If LICENSOR decides, CMCC. Any royalties for future sales in its discretion, not to take any action with respect to such an unauthorized use or suspected infringement, then LICENSEE may, at its own option and sole expense, take such action on its own behalf as it deems appropriate and any damages, recovery, settlement or compromise obtained thereby agreement shall be for the account of LICENSEEtreated as set forth in Article IV.A., Paragraph 3.

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

Infringement. 14.01 LICENSEE 8.1 With respect to the trademark that is exclusively licensed to Licensee pursuant to this Agreement, Licensee shall immediately notify LICENSOR of have the right to prosecute in its own name, and at its own expense, any unauthorized use and/or suspected infringement of the INTELLECTUAL PROPERTYtrademark, so long as such license is exclusive at the time of the commencement of such action. Such notification shall include, without limitation, immediately forwarding The parties agree to LICENSOR any and all documents relating to any such unauthorized use or suspected notify the other promptly of each infringement and providing LICENSOR with any and all facts and circumstances relating to such unauthorized use or suspected infringement. 14.02 LICENSOR shall have the primary, and in the first instance sole, right to institute a suit for infringement, unfair competition or other of trademark of which either becomes aware. Before Licensee commences an action with respect to any unauthorized use infringement of such patents, Licensee shall give careful consideration to the views of Licensor and to potential effects on the Licensor's interest in making its decision whether or suspected infringementnot to sue. 8.2 If Licensee elects to commence an action as described above: (a) Licensor may, to the extent permitted by law, elect to join as a party in that action. LICENSOR Regardless of whether Licensor elects to join as a party, Licensor shall have the sole discretion to determine how to handle or otherwise deal 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 Licensee, irrespective of whether Licensor becomes a co-plaintiff. 8.3 No settlement, consent judgment or other voluntary final disposition of the suit may be entered into without the prior written consent of Licensor, which shall not be unreasonably withheld. 8.4 Recoveries or reimbursements from actions commenced pursuant to this Article shall first be applied to reimburse Licensee and Licensor for litigation costs. Any remaining recoveries or reimbursements shall be shared equally by Licensee and Licensor. 8.5 If Licensee elects not to exercise its right to prosecute an infringement of the 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 unauthorized becomes aware. If, by the end of such 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 retaining all recoveries therefrom. With respect to any such infringement action prosecuted by Licensor in good faith, Licensee shall pay over to 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 INTELLECTUAL PROPERTYtrademark, including up to the right to settle or otherwise compromise any dispute or suit, and shall promptly notify LICENSEE amount of its decision. LICENSOR shall have no duty to initiate such Licensor's unreimbursed litigation if, in its sole judgment, such litigation is not warranted or is not in its best interests. 14.03 LICENSEE may join and be represented in, at its own expense by its own counsel, any proceeding relating to any unauthorized use or suspected infringement to prove its own interests. 14.04 LICENSEE agrees that it shall, at all times, reasonably cooperate with LICENSOR and its counsel, in all respects, with respect to any unauthorized use or suspected or alleged infringement at LICENSOR's expense, expenses (including, but not limited to, having LICENSEE's principals, directors, employees, officers and/or agents testify, and making available any records, papers, information, specimens and the like when requested by LICENSORreasonable attorneys' fees). 14.05 Any damages and/or recovery received pursuant 8.7 If a declaratory judgment action is brought naming Licensee as a defendant and alleging invalidity of the trademark, Licensor may elect to such litigation or settlement or compromise shall be take over the sole and exclusive property defense of LICENSOR. 14.06 If LICENSOR decides, in its discretion, not to take any the action with respect to an unauthorized use or suspected infringement, then LICENSEE may, at its own option and sole expense, take . Licensee shall cooperate fully with Licensor in connection with any such action on its own behalf as it deems appropriate and any damages, recovery, settlement or compromise obtained thereby shall be for the account of LICENSEEaction.

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

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

Infringement. 14.01 13.1 LICENSEE shall immediately notify LICENSOR inform BYU promptly in writing of any unauthorized use and/or suspected alleged infringement or misuse of the INTELLECTUAL PROPERTY. Such notification shall include, without limitation, immediately forwarding to LICENSOR intellectual property rights subject of this Agreement by a third party and of any and all documents relating to any available evidence of such unauthorized use infringement or suspected infringement and providing LICENSOR with any and all facts and circumstances relating to such unauthorized use or suspected infringementmisuse. 14.02 LICENSOR 13.2 During the term of this Agreement, BYU shall have the primaryright, but shall not be obligated, to prosecute at its own expense any infringements or misuse and, in furtherance of such right, LICENSEE agrees that BYU may require LICENSEE to participate as a party plaintiff in any such suit, without expense to LICENSEE. The total cost of any such infringement action commenced solely by BYU shall be paid by BYU and in BYU shall be entitled to retain any recovery or damages arising from the first instance sole, right to institute a suit for infringement or misuse. 13.3 If within sixty (60) days after having been notified of any alleged misuse or infringement, unfair competition or other action with respect to any unauthorized use or suspected infringement. LICENSOR BYU does not intend on prosecuting an infringement action, BYU shall have the sole discretion to determine how to handle or otherwise deal with any infringement or unauthorized use of the INTELLECTUAL PROPERTY, including the right to settle or otherwise compromise any dispute or suit, and shall promptly notify LICENSEE of its decisionintention not to bring suit. LICENSOR In such event only, LICENSEE shall have no duty to initiate such litigation if, in its sole judgment, such litigation is not warranted or is not in its best interests. 14.03 LICENSEE may join and be represented inthe right, at its own expense expense, to prosecute a suit to remedy the infringement or misuse of the intellectual property rights subject of this Agreement. LICENSEE may, for such purposes, use the name of BYU as party plaintiff. However, the right to bring an infringement action shall remain only for so long as this Agreement remains in effect. No settlement, consent judgment or other voluntary final disposition of the suit may be entered into without the express written consent of BYU, which consent shall not be unreasonably withheld. LICENSEE shall indemnify BYU against any order or settlement for costs or attorneys' fees that may be made against BYU in such proceedings prosecuted by LICENSEE. 13.4 In the event that LICENSEE shall undertake the enforcement of intellectual property rights by litigation, LICENSEE may withhold up to 50% of any royalty payment otherwise due BYU and apply the same toward reimbursement of a cumulative maximum of fifty percent (50%) of its reasonable and paid outside attorneys fees, court costs and fees of expert witnesses. Any recovery of damages by LICENSEE for such suit shall be applied first to satisfaction of any unreimbursed litigation expenses and legal fees of LICENSEE relating to the suit and next toward reimbursement of BYU for any royalties withheld. The balance remaining from any such recovery shall be divided equally between LICENSEE and BYU. 13.5 In the event that a declaratory judgment or other action alleging unlawful infringement of any intellectual property rights of a third party is brought against LICENSEE, BYU, at its sole option, shall have the right within thirty (30) days after the commencement of such action to intervene and assume the sole defense of the action at its own counselexpense. Should BYU elect not to defend, any proceeding relating LICENSEE shall have the right to any unauthorized use or suspected infringement to prove defend the suit at its own interestssole expense. 14.04 13.6 If a third party is successful in prevailing against LICENSEE agrees in an adjudicated lawsuit demonstrating that it the LICENSED TECHNOLOGY as delivered to LICENSEE by BYU unlawfully infringed upon such third party's intellectual property rights, LICENSEE shall be entitled to offset against future earned royalties the full amount of LICENSEE's court costs, attorney fees and damages awarded. 13.7 In any infringement suit, the other party shall, at all timesthe request and expense of the party initiating the suit, reasonably cooperate with LICENSOR and its counsel, in all respectsrespects and, with respect to any unauthorized use or suspected or alleged infringement at LICENSOR's expensethe extent possible, including, but not limited to, having LICENSEE's principals, directors, employees, officers and/or agents testify, make its employees reasonably available to testify when requested and making make available any relevant records, papers, information, specimens samples, specimens, and the like when requested by LICENSORlike. 14.05 Any damages and/or recovery received pursuant to such litigation or settlement or compromise shall be the sole and exclusive property of LICENSOR. 14.06 If LICENSOR decides, in its discretion, not to take any action with respect to an unauthorized use or suspected infringement, then LICENSEE may, at its own option and sole expense, take such action on its own behalf as it deems appropriate and any damages, recovery, settlement or compromise obtained thereby shall be for the account of LICENSEE.

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

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

Infringement. 14.01 LICENSEE shall immediately notify LICENSOR of any unauthorized use and/or suspected 5.3.1 If either Party believes that an infringement of the INTELLECTUAL PROPERTY. Such notification shall include, without limitation, immediately forwarding to LICENSOR any and all documents relating to any such unauthorized use or suspected infringement and providing LICENSOR with any and all facts and circumstances relating to such unauthorized use or suspected infringement. 14.02 LICENSOR shall have the primary, and in the first instance sole, right to institute by a suit for infringement, unfair competition or other action Third Party with respect to any unauthorized use Licensor Patent Right is occurring, the knowledgeable Party will provide the other Party with (a) written notice of such infringement or suspected infringement. LICENSOR potential infringement and (b) evidence of such infringement (the “Infringement Notice”). 5.3.2 As between the Parties, Licensee, itself or through its designee, shall have the sole discretion to determine how to handle or otherwise deal with any infringement or unauthorized use of the INTELLECTUAL PROPERTY, including the first right to settle enforce the Licensor Patent Rights against any actual, alleged or otherwise compromise any dispute or suitthreatened infringement by Third Parties, and shall promptly notify LICENSEE of its decision. LICENSOR shall have no duty to initiate such litigation if, in its sole judgment, such litigation is not warranted defend and control any declaratory judgment action or is not in its best interests. 14.03 LICENSEE may join and be represented in, at its own expense by its own counsel, any proceeding relating to any unauthorized use challenge or suspected infringement to prove its own interests. 14.04 LICENSEE agrees that it shall, at all times, reasonably cooperate with LICENSOR and its counsel, in all respects, other adversarial procedure brought with respect to any unauthorized use Licensor Patent Rights (each such action or suspected or alleged infringement procedure with respect to the Licensor Patent Rights being referred to herein as an “Enforcement Action”) with counsel of its own choosing. Licensee shall keep Licensor advised of the status of such Enforcement Action. Upon Licensee’s request, and to the extent able to join such Enforcement Action, Licensor shall join such Enforcement Action at LICENSOR's Licensee’s reasonable expense, includingincluding Licensor’s attorney’s fees and any out-of-pocket costs incurred by Licensor for such Enforcement Action; provided that, if Licensor is required to join such Enforcement Action for such Enforcement Action to be initiated or maintained and does not join such Enforcement Action for any reason, [***] . Licensee shall be free to enter into a settlement, consent judgment or other voluntary disposition, provided that any settlement, consent judgment or other voluntary disposition that (i) admits the invalidity or unenforceability of any issued and unexpired claims within the Licensor Patent Rights or (ii) admits fault or wrongdoing on the part of Licensor must be approved in advance by Licensor in writing such approval not to be unreasonably withheld. Licensor shall provide Licensee notice of its approval or denial within [***] of any request for such approval by Licensee, provided that (x) in the event Licensor wishes to deny such approval, such notice shall include a detailed written description of Licensor’s reasonable objections to the proposed settlement, consent judgment, or other voluntary disposition and (y) Licensor shall be deemed to have approved of such proposed settlement, consent judgment, or other voluntary disposition in the event it fails to provide such notice within such [***] period in accordance herewith. 5.3.3 If Licensee does not take steps to ▇▇▇▇▇ such infringement within [***] following Licensor’s request to do so, and infringing activity of material commercial significance has not been abated, then Licensor may institute suit for patent infringement against the infringer. Licensor agrees to keep Licensee reasonably informed regarding the suit and to consider the views of Licensee regarding the advisability of the proposed action and its effect on Licensee’s business. If Licensor institutes such suit, then Licensee may not join such suit without the prior written consent of Licensor and may not thereafter commence suit against the infringer for the acts of infringement that are the subject of Licensor’s suit or any judgment rendered in such suit. Licensor shall be free to enter into a settlement, consent judgment or other voluntary disposition, provided that any settlement, consent judgment or other voluntary disposition that (a) admits the invalidity or unenforceability of any issued and unexpired claims within the Licensor Patent Rights (b) admits fault or wrongdoing on the part of Licensee (c) imposes financial liability or other obligation or (d) otherwise limits Licensee’s rights under this Agreement or grants rights under the Licensor Patent Rights, must be approved in advance by Licensee in writing. 5.3.4 Any recovery or settlement received in connection with any suit or Enforcement Action will first be used to reimburse any out-of-pocket litigation costs and expenses (including attorneys’ fees) of the non-controlling Party, then to reimburse any out-of-pocket litigation costs and expenses (including attorneys’ fees) incurred by the controlling Party in participating in such Enforcement Action or suit. Any remaining recoveries shall be allocated as follows: For any portion of the recovery or settlement, other than for amounts attributable and paid as enhanced damages for willful infringement: (a) for any suit that is initiated by Licensee, Licensor shall receive [***] of the recovery and the Licensee shall receive the remainder; and (b) for any suit that is initiated by the Licensee or Licensor and that the other Party joins voluntarily (but only to the extent such voluntary joining is allowed under this Agreement or expressly by the other Party in a separate agreement) or involuntarily, the non-initiating Party’s shall receive a portion of the recovery equal to the percentage of the total litigation costs incurred by Licensor and Licensee, but not limited toin no event shall the non-initiating Party receive [***] of such recovery, having LICENSEE's principals, directors, employees, officers and/or agents testifywhile the initiating Party shall receive the remainder, and making in no case shall Licensor receive [***] of such recovery. For clarity, the “total litigation costs” incurred by Licensor (if Licensor is the controlling Party) or by Licensee (if Licensee is the controlling Party), as applicable, shall include such amounts paid to the non-controlling Party in reimbursing out-of-pocket litigation costs and expenses (including attorneys’ fees) incurred by the non-controlling Party. For any portion of the recovery or settlement paid as enhanced damages for willful infringement: (c) for any suit that is initiated by Licensee or Licensor and the other Party voluntarily (but only to the extent such voluntary joining is allowed under this Agreement or expressly by the other party in a separate agreement) or involuntarily joins, Licensor shall receive [***] and Licensee shall receive the remainder; and (d) for any suit that is initiated by Licensee and in which Licensor was not a party in the litigation, Licensor 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 Licensor and in which Licensee was not a party to the litigation, any recovery in excess of litigation costs will belong to Licensor. 5.3.5 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) including to the extent reasonably possible, by having its employees testify when requested and make available any relevant records, papers, information, samples, specimens and the like when requested by LICENSORlike. For clarity, such requirement does not require a Party to join a suit unless otherwise specifically required under this Agreement. 14.05 Any damages and/or recovery received pursuant to such litigation or settlement or compromise shall be the sole and exclusive property of LICENSOR. 14.06 If LICENSOR decides, in its discretion, not to take any action with respect to an unauthorized use or suspected infringement, then LICENSEE may, at its own option and sole expense, take such action on its own behalf as it deems appropriate and any damages, recovery, settlement or compromise obtained thereby shall be for the account of LICENSEE.

Infringement. 14.01 LICENSEE shall immediately notify LICENSOR 6.1 In the event a third party engages in acts of any unauthorized use and/or suspected infringement of the INTELLECTUAL PROPERTY. Such notification shall includecounterfeiting, without limitationimitation, immediately forwarding to LICENSOR any and all documents relating to any such unauthorized use or suspected infringement and providing LICENSOR with any and all facts and circumstances relating to such unauthorized use or suspected infringement. 14.02 LICENSOR shall have the primary, and in the first instance sole, right to institute a suit for infringement, unfair competition or other action infringement whatsoever involving the Licensed Marks, Licensee shall notify Licensor thereof as soon as possible and agrees to take all appropriate emergency steps to stop or limit the damage resulting therefrom. Once Licensor has been notified thereof, Licensor agrees to take all necessary steps in agreement with respect Licensee. Licensee agrees to any unauthorized use or suspected infringementdo everything in its power to help it and provide it with all information in its possession. LICENSOR Licensor shall have direct the sole discretion to determine how to handle or otherwise deal with any infringement or unauthorized use of the INTELLECTUAL PROPERTY, including the right to settle or otherwise compromise any dispute or suit, lawsuit and shall promptly notify LICENSEE of its decision. LICENSOR shall have no duty pay for all expenses connected to initiate such litigation if, in its sole judgment, such litigation is not warranted or is not in its best interests. 14.03 LICENSEE may join it and be represented in, at its own expense by its own counsel, any proceeding relating to any unauthorized use or suspected infringement to prove its own interests. 14.04 LICENSEE agrees that it shall, at all times, reasonably cooperate with LICENSOR and its counsel, in all respects, with respect to any unauthorized use or suspected or alleged infringement at LICENSOR's expense, including, but not limited to, having LICENSEE's principals, directors, employees, officers and/or agents testify, and making available any records, papers, information, specimens and the like when requested by LICENSOR. 14.05 Any damages and/or recovery received pursuant to such litigation or settlement or compromise shall be the sole and exclusive property beneficiary of LICENSORthe profits and/or damages deriving therefrom. In the event Licensor receives compensation from such an action, Licensor shall hand over to Licensee one it has received it, the portion of the compensation covering the loss actually sustained by Licensee and/or its subcontractor for acts of counterfeiting or illegal use of the Marks by third parties. Licensor shall not be liable for payment to Licensee of compensation higher than the compensation received from it by infringing party, minus related attorneys' fees. 14.06 If LICENSOR decides6.2 In the event a third party objects to use of a Licensed ▇▇▇▇ or files an action for infringement against Licensee as a result of use of a Licensed ▇▇▇▇, Licensee shall notify Licensor thereof. Licensor shall be in its discretion, not to take any action with respect to an unauthorized use or suspected infringement, then LICENSEE may, at its own option and sole expense, take such action on its own behalf as it deems appropriate charge of the defense. All of the expenses and any damages, recovery, settlement or compromise obtained thereby damages shall be paid for solely by Licensor. Any profits from the defense shall accrue to Licensor. . In the event Licensor receives compensation from such an action, Licensor shall hand over to Licensee one it has received it, the portion of the compensation covering the loss actually sustained by Licensee and/or its subcontractor for acts of counterfeiting or illegal use of the Marks by third parties. Licensor shall not be liable for payment to Licensee of compensation higher than the compensation received from it by the third party, minus related attorneys' fees. The parties agree that Licensee agrees to hold Licensor harmless for the account of LICENSEEloss resulting from a third party action for infringement by the Licensed Marks such as used by Licensee in noncompliance with its obligations hereunder.

Infringement. 14.01 LICENSEE A. Licensee and CMCC shall immediately notify LICENSOR each inform the other promptly in writing of any unauthorized use and/or suspected alleged infringement by a third party of the INTELLECTUAL PROPERTY. Such notification shall include, without limitation, immediately forwarding to LICENSOR Patent Rights in the Field of Use within the scope of this Agreement and of any and all documents relating to any such unauthorized use or suspected infringement and providing LICENSOR with any and all facts and circumstances relating to such unauthorized use or suspected infringementavailable evidence thereof. 14.02 LICENSOR B. During the Term of this Agreement, CMCC shall have the primaryright, and in the first instance solebut shall not be obligated, right to institute a suit for infringement, unfair competition or other action with respect to any unauthorized use or suspected infringement. LICENSOR shall have the sole discretion to determine how to handle or otherwise deal with any infringement or unauthorized use of the INTELLECTUAL PROPERTY, including the right to settle or otherwise compromise any dispute or suit, and shall promptly notify LICENSEE of its decision. LICENSOR shall have no duty to initiate such litigation if, in its sole judgment, such litigation is not warranted or is not in its best interests. 14.03 LICENSEE may join and be represented in, prosecute at its own expense by its own counselany infringement of the Patent Rights and, any proceeding relating to any unauthorized use or suspected infringement to prove its own interests. 14.04 LICENSEE in furtherance of such right, Licensee hereby agrees that it shallCMCC may include Licensee as a party plaintiff in any such suit, at all timeswithout expense to Licensee. The total cost of any such infringement action commenced or defended solely by CMCC shall be borne by CMCC. Any recovery of damages by CMCC for such suit shall be applied first in satisfaction of any unreimbursed expenses and legal fees of CMCC hereunder. CMCC shall keep any recovery or damages for past infringement derived therefrom, reasonably cooperate with LICENSOR and its counsel, in all respects, except recovery that is awarded with respect to lost sales of Licensed Products, which amount of recovery will be paid to Licensee, less any unauthorized use amount of royalty that would have been due to CMCC if such amount were Net Sales made by Licensee, its Affiliates or suspected Sublicensees. CMCC agrees not to enter into any settlement, consent judgment or other voluntary final disposition of the suit referenced above without first consulting Licensee. ***Confidential Treatment Requested*** C. If within three (3) months after having been notified of any alleged infringement, CMCC shall have been unsuccessful in persuading the alleged infringer to desist and shall not have brought and shall not be diligently prosecuting an infringement at LICENSOR's expenseaction, includingor 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 limited tobe obligated, having LICENSEE's principalsto prosecute at its own expense any infringement of the Patent Rights, directorsprovided, employeeshowever, officers that such right to bring such an infringement action shall remain in effect only for so long as the license granted hereunder remains exclusive. No settlement, consent judgment or other voluntary final disposition of the suit may be entered into without the consent of CMCC, which consent shall not be unreasonably withheld. Licensee shall indemnify CMCC and M.l.T. against any order for costs that may be made against CMCC in such proceedings. D. In the event Licensee shall undertake the enforcement and/or agents testifydefense of the Patent Rights by litigation pursuant to Paragraph C of this Article VII, Licensee may withhold up to […***…] percent ([…***…]%) of the payments otherwise thereafter due to CMCC under Article IV above and making 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 will be kept by Licensee, provided that such amount will be treated as Net Sales for purposes of calculating royalties due to CMCC under this Agreement. E. In the event that a declaratory judgment action alleging invalidity or noninfringement of any of the Patent Rights shall be brought against Licensee, CMCC, at its option, shall have the right, within thirty (30) days after commencement of such action, to intervene and participate in the defense of the action at its own 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 any relevant records, papers, information, specimens samples, specimens, and the like when requested by LICENSORlike. 14.05 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 damages and/or recovery received pursuant upfront fees paid to Licensee as part of such litigation or settlement or compromise a sublicense shall be the sole shared between Licensee and exclusive property of LICENSORCMCC in accordance with Article IVA.7. 14.06 If LICENSOR decides, in its discretion, not to take any action with respect to an unauthorized use or suspected infringement, then LICENSEE may, at its own option and sole expense, take such action on its own behalf as it deems appropriate and any damages, recovery, settlement or compromise obtained thereby shall be for the account of LICENSEE.

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

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

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

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

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

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

Infringement. 14.01 LICENSEE shall immediately notify LICENSOR In the event of any unauthorized use and/or suspected claim, action, proceeding or suit by a third party against Customer alleging an infringement of any United States patent, United States copyright, or United States trademark, or a violation in the INTELLECTUAL PROPERTYUnited States of any trade secret or proprietary rights by reason of the use, in accordance with this Agreement, of any Product or Licensed Materials furnished by Seller to Customer under this Agreement, Seller, at its expense, will indemnify, hold harmless and defend Customer, subject to the conditions and exceptions stated below. Such notification Seller will reimburse Customer for any reasonable cost, expense or attorneys' fees, incurred by Customer prior to Seller's full active assumption, with reputable counsel reasonably acceptable to Customer, of the defense of any such claim, and will indemnify Customer against any liability assessed against Customer by (a) final judgment by a competent court on account of such infringement or violation arising out of such use or (b) appealable judgment by a competent court on account of such infringement or violation arising out of such use in the event Seller elects not to pursue an appeal. Following Seller's assumption of any such defense, Customer may participate in any such defense with counsel of Customer's own choosing and at Customer's expense provided Customer's counsel does not interfere with such defense. If Customer's use shall includebe enjoined or in Seller's reasonable opinion is likely to be enjoined, without limitationSeller will, immediately forwarding at its expense and at its option, either (1) replace the enjoined Product or Licensed Materials furnished pursuant to LICENSOR this Agreement Lucent Technologies Proprietary -8- Contract No.: LNM970313MP with a suitable substitute free of any infringement; (2) modify it so that it will be free of the infringement; or (3) procure for Customer a license or other right to use it. If none of the foregoing options are practical despite the exercise by Seller of commercially reasonable best efforts to effectuate option (1), (2), or (3) above, Seller will remove the enjoined Product or Licensed Materials and refund to Customer any amounts paid to Seller therefor. Customer shall give Seller prompt written notice of all documents relating such claims, actions, proceedings or suits alleging infringement or violation and Seller shall have full and complete authority to assume the sole defense thereof, including appeals, and to settle same, provided that such settlement does not materially impair Customer's rights to use the Products and Licensed Materials provided under and in accordance with this Agreement in any respect. Customer shall, upon Seller's request and at Seller's expense, furnish all information and assistance available to Customer and cooperate in every reasonable way to facilitate the defense and/or settlement of any such claim, action, proceeding or suit. No undertaking of Seller under this clause shall extend to any such unauthorized use alleged infringement or suspected violation to the extent that it: (1) arises from adherence to design modifications, specifications, drawings, or written instructions which Seller is directed by Customer to follow, but only if such alleged infringement and providing LICENSOR with any and all facts and circumstances relating or violation does not reside in corresponding commercial Product or Licensed Materials of Seller's design or selection; or (2) arises from adherence to such unauthorized use or suspected infringement. 14.02 LICENSOR shall have the primaryinstructions to apply Customer's trademark, and in the first instance sole, right to institute a suit for infringement, unfair competition trade name or other action company identification; or (3) resides in a product or licensed materials which are not of Seller's origin and which are furnished by Customer to Seller for use under this Agreement; or (4) relates to uses of Product or Licensed Materials provided by Seller in combinations with other Product or Licensed Materials, furnished either by Seller or others, which combination was not installed, recommended or otherwise approved by Seller. In the foregoing cases numbered (1) through (4), Customer will defend and save Seller harmless, subject to the same terms and conditions and exceptions stated above, with respect to the Seller's rights and obligations under this clause; provided, however, that Customer's responsibility hereunder shall be limited to the extent that the infringement or violation is proven to be attributable to subsections (1), (2), (3), or (4) above. The liability of Seller and Customer with respect to any unauthorized use and all claims, actions, proceedings or suspected infringement. LICENSOR suits by third parties alleging infringement of patents, trademarks or copyrights or violation of trade secrets or proprietary rights because of, or in connection with, any Products or Licensed Materials furnished pursuant to this Agreement shall have be limited to the sole discretion specific undertakings contained in this clause (but shall not be subject to determine how to handle any dollar cap) except in the event of a party's willful or otherwise deal with any infringement or unauthorized use of the INTELLECTUAL PROPERTY, including the right to settle or otherwise compromise any dispute or suit, and shall promptly notify LICENSEE intentional breach of its decision. LICENSOR shall have no duty obligations to initiate such litigation ifthe other party under this clause, in its sole judgment, which case no such litigation is not warranted or is not in its best interestslimitation shall apply. 14.03 LICENSEE may join and be represented in, at its own expense by its own counsel, any proceeding relating to any unauthorized use or suspected infringement to prove its own interests. 14.04 LICENSEE agrees that it shall, at all times, reasonably cooperate with LICENSOR and its counsel, in all respects, with respect to any unauthorized use or suspected or alleged infringement at LICENSOR's expense, including, but not limited to, having LICENSEE's principals, directors, employees, officers and/or agents testify, and making available any records, papers, information, specimens and the like when requested by LICENSOR. 14.05 Any damages and/or recovery received pursuant to such litigation or settlement or compromise shall be the sole and exclusive property of LICENSOR. 14.06 If LICENSOR decides, in its discretion, not to take any action with respect to an unauthorized use or suspected infringement, then LICENSEE may, at its own option and sole expense, take such action on its own behalf as it deems appropriate and any damages, recovery, settlement or compromise obtained thereby shall be for the account of LICENSEE.

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

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

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

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

Infringement. 14.01 LICENSEE 10.1 Each PARTY shall immediately notify LICENSOR inform the other within the shortest possible delay of any unauthorized use third party infringement of which it may become aware and/or suspected of any infringement claims or actions, which may be taken against it. 10.2 Should there be third party infringement of the INTELLECTUAL PROPERTYCONTRACT PATENTS in the CONTRACT FIELD, the ESTABLISHMENTS may, at their sole expense, undertake legal action against the infringing party. Such notification Any damages which may be allotted in relation to said infringement shall include, without limitation, immediately forwarding belong solely to LICENSOR any and all documents relating to the ESTABLISHMENTS. The foregoing shall not prevent CYCLACEL from intervening in any such unauthorized use action at its sole expense in compensation for prejudice which it has incurred. Any indemnification or suspected infringement and providing LICENSOR with damages which may be allotted by the courts will belong solely to CYCLACEL. Should the ESTABLISHMENTS not wish to undertake any and all facts and circumstances relating to such unauthorized use or suspected infringement. 14.02 LICENSOR shall have action, CYCLACEL may, after having notified the primaryESTABLISHMENTS in writing, and in the first instance soleabsence of response from the ESTABLISHMENTS in the month following such notification, right to institute a suit for infringement, unfair competition or other action with respect and subject to any unauthorized use applicable laws in the country in which the infringement has occurred, take action against said infringement in its own name and at its own expense. The costs of such actions shall be borne by CYCLACEL and any damages awarded by court decision shall belong entirely to CYCLACEL. The PARTIES agree to provide any documents and elements that may be necessary for the above-mentioned action to the other PARTY. 10.3 Should CYCLACEL, its AFFILIATES, SUBLICENSEES or suspected infringement. LICENSOR shall have distributors become the sole discretion object of infringement claims as a result of the use, manufacturing or commercialization of the CONTRACT PRODUCTS, due to determine how to handle or otherwise deal with any infringement or unauthorized the use of the INTELLECTUAL PROPERTYCONTRACT PATENTS, including the right ESTABLISHMENTS shall not be held liable or held in guarantee by CYCLACEL. During such infringement proceedings, should CYCLACEL, its AFFILIATES or SUBLICENSEES be prohibited from selling the CONTRACT PRODUCTS, CYCLACEL may suspend payments due herein, until termination of such proceedings. Should CYCLACEL, its AFFILIATES or SUBLICENSEES continue selling CONTRACT PRODUCTS during said proceedings, CYCLACEL may deduct any annual external legal costs from its calculation of NET SALES for royalty payments due for the same year pursuant to settle Article 6 herein and for the corresponding year, subject to providing written proof of said costs. Should said companies be condemned for said infringement, the ESTABLISHMENTS shall not be called in warranty by CYCLACEL or otherwise compromise be liable to indemnify reimburse or reduce any dispute of the sums due by CYCLACEL at the moment of the final legal decision except as a result of a breach of a warranty provided by the ESTABLISHMENTS pursuant to Article 11. Should any or suit, and all of the CONTRACT PATENTS become null or void the conditions of Article 11 shall promptly notify LICENSEE of its decisionbe applicable without exception. LICENSOR The present Article shall have no duty to initiate such litigation if, in its sole judgment, such litigation is not warranted or is not in its best interests. 14.03 LICENSEE may join and any way be represented in, at its own expense considered to constitute a waiver by its own counsel, any proceeding relating to any unauthorized use or suspected infringement to prove its own interests. 14.04 LICENSEE agrees that it shall, at all times, reasonably cooperate with LICENSOR and its counsel, in all respects, with respect to any unauthorized use or suspected or alleged infringement at LICENSOR's expense, including, but not limited to, having LICENSEE's principals, directors, employees, officers and/or agents testify, and making available any records, papers, information, specimens and the like when requested by LICENSOR. 14.05 Any damages and/or recovery received pursuant to such litigation or settlement or compromise shall be the sole and exclusive property of LICENSOR. 14.06 If LICENSOR decides, in its discretion, not ESTABLISHMENTS to take any action with respect to an unauthorized use or suspected infringement, then LICENSEE may, at its own option and sole expense, take such action on its own behalf as it deems appropriate and any damages, recovery, settlement or compromise obtained thereby shall be for the account of LICENSEEintervention.

Infringement. 14.01 LICENSEE shall immediately notify LICENSOR of any unauthorized use and/or suspected infringement of the INTELLECTUAL PROPERTY. Such notification shall include, without limitation, immediately forwarding to LICENSOR any and all documents relating to any such unauthorized use or suspected infringement and providing LICENSOR with any and all facts and circumstances relating to such unauthorized use or suspected infringement. 14.02 LICENSOR COMPANY shall have the primaryfirst right to enforce any patent within PATENT RIGHTS against any infringement or alleged infringement thereof, and in shall at all times keep LICENSOR informed as to the first instance sole, right to institute a suit for infringement, unfair competition or other status thereof. Before COMPANY commences an action with respect to any unauthorized use or suspected infringement. LICENSOR infringement of such patents, COMPANY shall have give careful consideration to the sole discretion to determine how to handle or otherwise deal with any infringement or unauthorized use views of the INTELLECTUAL PROPERTY, including the right to settle or otherwise compromise any dispute or suit, and shall promptly notify LICENSEE of its decision. LICENSOR shall have no duty to initiate such litigation if, in its sole judgment, such litigation is not warranted or is not in its best interests. 14.03 LICENSEE may join and be represented in, at its own expense by its own counsel, any proceeding relating to any unauthorized use or suspected infringement to prove its own interests. 14.04 LICENSEE agrees that it shall, at all times, reasonably cooperate with LICENSOR and to potential effects on the public interest in making its counsel, in all respects, with respect to any unauthorized use decision whether or suspected or alleged infringement at LICENSOR's expense, including, but not limited to, having LICENSEE's principals, directors, employees, officers and/or agents testify, and making available any records, papers, information, specimens and the like when requested by LICENSOR. 14.05 Any damages and/or recovery received pursuant to such litigation or settlement or compromise shall be the sole and exclusive property of LICENSOR. 14.06 If LICENSOR decides, in its discretion, not to take any action with respect to an unauthorized use or suspected infringementsue. Thereafter, then LICENSEE COMPANY may, at its own option 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 Paragraph 4.5. However, no settlement, consent judgment or other voluntary final disposition of the suit may be entered into without the prior written consent of LICENSOR, which consent shall not be unreasonably withheld. This right to sue for infringement shall not be used in an arbitrary or capricious manner. LICENSOR shall reasonably cooperate in any such litigation at COMPANY’s expense. If COMPANY elects not to enforce any patent within the PATENT RIGHTS, then it shall so notify LICENSOR in writing within ninety (90) days of receiving notice that an infringement exists. LICENSOR may, in its sole judgment and at its own expense, take steps to enforce any patent and control, settle, and defend such action on suit in a manner consistent with the terms and provisions hereof, and recover, for its own behalf as it deems appropriate and account, any damages, recoveryawards or settlements resulting therefrom. Before LICENSOR commences an action with respect to any infringement of such patents, settlement LICENSOR shall give careful consideration to the views of COMPANY and to potential effects on COMPANY’S interests under this Agreement in making its decision whether or compromise obtained thereby not to sue and thereafter shall be for at all times keep COMPANY informed as to the account of LICENSEEstatus thereof, as long as COMPANY is licensed under said patents.

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

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

Infringement. 14.01 LICENSEE 13.1 ECHOMAIL shall immediately notify LICENSOR defend, indemnify and hold harmless CUSTOMER from all costs, expenses, damages, suits and other proceedings incurred by CUSTOMER, its officers, directors, employees or agents in connection with any claim that the Licensed Software infringes any patent, copyright, trade secret or other proprietary rights of any unauthorized use and/or suspected infringement third party, provided that (a) CUSTOMER promptly informs ECHOMAIL of the INTELLECTUAL PROPERTY. Such notification shall include, without limitation, immediately forwarding to LICENSOR any and all documents relating to any such unauthorized use or suspected infringement and providing LICENSOR with any and all facts and circumstances relating to such unauthorized use or suspected infringement. 14.02 LICENSOR shall have the primaryaction, and (b) CUSTOMER furnishes to ECHOMAIL all information and assistance in the first instance sole, right connection therewith which may be reasonably requested by ECHOMAIL from time to institute a suit for infringement, unfair competition or other action with respect to any unauthorized use or suspected infringementtime. LICENSOR ECHOMAIL shall have the sole discretion right to determine how to handle settle, defend, or otherwise deal with handle any infringement or unauthorized such claim. In the event the use of the INTELLECTUAL PROPERTYany Licensed Software is enjoined, including ECHOMAIL shall, at its option, either (a) procure for CUSTOMER the right to settle continue to use such Licensed Software, (b) replace or otherwise compromise any dispute modify the same to make it non-infringing, or suit(c) terminate the license to such Licensed Software and provide a pro rata refund to CUSTOMER of all amounts paid by CUSTOMER for the allegedly infringing Licensed Software to ECHOMAIL hereunder, and shall promptly notify LICENSEE based upon a five (5) year life of its decision. LICENSOR shall have no duty to initiate such litigation if, in its sole judgment, such litigation is not warranted or is not in its best interestsLicensed Software. 14.03 LICENSEE may join and 13.2 ECHOMAIL’S obligations under this Section 13.0 shall be represented inonly for the benefit of CUSTOMER. ECHOMAIL shall not be obligated to defend or to be liable under this Section 13.0 to the extent the infringement asserted arises out of (a) compliance with specification originating with CUSTOMER, at its own expense by its own counsel, any proceeding relating to any unauthorized (b) use or suspected combination of Licensed Software with items not provided by ECHOMAIL to the extent such infringement to prove its own interestswould not have occurred but for such use or combination with such other items; (c) use of other than the latest unmodified version of Licensed Software if such infringement would have been avoided by the use of such later version; or (d) modification of Licensed Software other than by ECHOMAIL. 14.04 LICENSEE agrees that it shall, at all times, reasonably cooperate with LICENSOR 13.3 This Section 13.0 states the exclusive remedy of CUSTOMER and its counsel, in all respects, the entire liability of ECHOMAIL with respect to infringement of any unauthorized use patent, copyright, or suspected or alleged infringement at LICENSOR's expense, including, but not limited to, having LICENSEE's principals, directors, employees, officers and/or agents testify, and making available any records, papers, information, specimens and the like when requested other proprietary rights of third parties by LICENSORitems furnished by ECHOMAIL ▇▇▇▇▇▇▇▇▇. 14.05 Any damages and/or recovery received pursuant to such litigation or settlement or compromise shall be the sole and exclusive property of LICENSOR. 14.06 If LICENSOR decides, in its discretion, not to take any action with respect to an unauthorized use or suspected infringement, then LICENSEE may, at its own option and sole expense, take such action on its own behalf as it deems appropriate and any damages, recovery, settlement or compromise obtained thereby shall be for the account of LICENSEE.

Infringement. 14.01 LICENSEE shall immediately notify LICENSOR If any Services, Work Product and/or Vendor Proprietary Information becomes, or in Vendor’s reasonable opinion is likely to become, the subject of any claim or action for infringement, then Vendor shall have the right at its discretion and expense either to: (a) procure for Customer the right to continue to use and exploit such Services, Work Product and/or Vendor Proprietary Information in the manner as contemplated in this Agreement; or (b) modify such Services, Work Product and/or Vendor Proprietary Information to render them non-infringing, provided that such modification does not adversely affect Customer’s use or exploitation thereof, or any other Customer rights as contemplated hereunder. If neither of these remedies are reasonably available to Vendor, Vendor may require Customer to cease using the infringing Services, Work Product and/or Vendor PORTIONS OF THIS EXHIBIT WERE OMITTED AND HAVE BEEN FILED SEPARATELY WITH THE SECRETARY OF THE COMMISSION PURSUANT TO AN APPLICATION FOR CONFIDENTIAL TREATMENT UNDER RULE 24B-2 OF THE SECURITIES EXCHANGE ACT; [***] DENOTES OMISSIONS Proprietary Information and Vendor will issue Customer a pro-rated refund based on a 5 year amortization schedule for the infringing Services, Work Product and/or Vendor Proprietary Information. Vendor shall have no liability for any infringement claim based upon: (i) any alteration or modification of any Services, Work Product and/or Vendor Proprietary Information not provided by Vendor, if the infringement would not have occurred but for the unauthorized alteration or modification by Customer provided any authorization must be expressly provided in writing by Vendor; (ii) unauthorized use and/or suspected infringement by Customer of the INTELLECTUAL PROPERTY. Such notification shall includeServices, without limitationWork Product and/or Vendor Proprietary Information in combination with other programs or data not intended by Vendor to be used with the Services, immediately forwarding to LICENSOR any and all documents relating to any Work Product and/or Vendor Proprietary Information(s), as the case may be, if the infringement would not have occurred but for such unauthorized use in combination with such programs or suspected data; provided any authorization must be expressly provided in writing by Vendor; (iii) Vendor’s compliance with Customer’s designs, specifications or instructions; or (iv) any Customer provided intellectual property if the infringement and providing LICENSOR with any and all facts and circumstances relating to such unauthorized use or suspected infringement. 14.02 LICENSOR shall would not have the primary, and in the first instance sole, right to institute a suit for infringement, unfair competition or other action with respect to any unauthorized use or suspected infringement. LICENSOR shall have the sole discretion to determine how to handle or otherwise deal with any infringement or unauthorized use of the INTELLECTUAL PROPERTY, including the right to settle or otherwise compromise any dispute or suit, and shall promptly notify LICENSEE of its decision. LICENSOR shall have no duty to initiate such litigation if, in its sole judgment, such litigation is not warranted or is not in its best interests. 14.03 LICENSEE may join and be represented in, at its own expense by its own counsel, any proceeding relating to any unauthorized use or suspected infringement to prove its own interests. 14.04 LICENSEE agrees that it shall, at all times, reasonably cooperate with LICENSOR and its counsel, in all respects, with respect to any unauthorized use or suspected or alleged infringement at LICENSOR's expense, including, occurred but not limited to, having LICENSEE's principals, directors, employees, officers and/or agents testify, and making available any records, papers, information, specimens and the like when requested by LICENSOR. 14.05 Any damages and/or recovery received pursuant to such litigation or settlement or compromise shall be the sole and exclusive property of LICENSOR. 14.06 If LICENSOR decides, in its discretion, not to take any action with respect to an unauthorized use or suspected infringement, then LICENSEE may, at its own option and sole expense, take such action on its own behalf as it deems appropriate and any damages, recovery, settlement or compromise obtained thereby shall be for the account of LICENSEECustomer intellectual property.

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

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