Common use of Infringement Clause in Contracts

Infringement. 11.1 During the term of this Agreement, LICENSEE shall have the first option to police the Licensed Patents and Products against infringement within the Field of Use by other parties. This right to police includes defending any 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 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 of a Licensed Patent or defend a declaratory judgment or other action with respect to a Licensed Patent, any portion of any resulting settlement payments or damages awarded which is received by 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. 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 right to take such action (including prosecution of a suit) at its expense and LICENSEE shall use reasonable efforts to cooperate in such action, at LICENSEE’s expense. In the event ESCALON elects to institute any such action or suit, LICENSEE agrees to be named as a nominal party therein. ESCALON shall 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 or by any third party with regard to any alleged infringement or noninfringement. LICENSEE shall in a timely manner keep ESCALON informed and provide copies to ESCALON of all documents regarding all such proceedings or actions instituted by LICENSEE.

Infringement. 11.1 8.1 The parties shall promptly notify each other of any suspected infringement of any Licensed Patents. i. During the term of this AgreementTerm, LICENSEE shall COMPANY shall, at its expense, have the first option right to police enforce any Licensed Patents against such infringer and may defend any declaratory judgment action brought against it alleging the invalidity of a Licensed Patent. COMPANY agrees to defend LICENSOR against any counterclaim brought against it in such action. LICENSOR shall cooperate with COMPANY in such effort, and EMORY agrees that it will, at COMPANY’S expense, be joined as a party to such action, if necessary. It is LICENSOR’s intention that COMPANY be able to prosecute an alleged infringement without including LICENSOR as a party to the litigation, should LICENSOR choose at its discretion not to be a party to the litigation, and as such herein grants COMPANY the rights in Licensed Patents to ▇▇▇ an infringer alone. Should GTRC choose not to join in such action and COMPANY is unable to initiate or prosecute such action in its name only by a ruling of a court of competent jurisdiction, GTRC shall assign to EMORY only such rights to the applicable Licensed Patent that may be necessary to permit COMPANY to initiate or prosecute such action without GTRC, provided that COMPANY shall be responsible for all reasonable attorney’s fees and costs associated with LICENSOR’s participation in such suit. COMPANY shall reimburse LICENSOR for any costs incurred, including reasonable attorneys’ fees, as part of any action brought by COMPANY. ii. COMPANY shall not enter into any settlement agreement, voluntary dismissal, consent judgment or other voluntary final disposition in any action regarding the Licensed Patents and Products against infringement within Patents, without the Field of Use by other parties. This right to police includes defending any action for declaratory judgment of noninfringement or invalidity; and prosecuting, defending or settling all infringement and 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 express written consent of ESCALONLICENSOR if such agreement would or would be reasonably likely to have a material adverse effect on the validity or enforceability of the Licensed Patents, which consent shall not be unreasonably withheld, conditioned or delayed. ESCALON Consent shall provide reasonable assistance be deemed given hereunder if no objection is provided in writing within fifteen days of delivery of the request for such consent. Any recovery or settlement received (whether for punitive or exemplary damages, or any other recovery or settlement received, including compensatory damages or damages based on loss or revenues (hereinafter referred to LICENSEE with respect as “Recovery”)), shall first be used to such actions, provided LICENSEE shall reimburse ESCALON for the documented out-of-pocket costs and expenses incurred by COMPANY and LICENSOR in connection with pursuing such action, and to the extent any portion of the balance of the Recovery represents compensatory damages, for example, compensation for loss of revenues, such 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 portion shall be deemed to be named the Sales of Licensed Products in the fiscal quarter received by COMPANY, and COMPANY shall pay to LICENSOR an amount representing the royalty which would have been paid by COMPANY in accordance with the provisions of Article 3.2 had such portion of the Recovery been accrued by COMPANY as a nominal party thereinSales. ESCALON retains Any remaining amounts of such Recovery that represents, for example, additional damages (such as enhanced or punitive damages) shall be paid (a) [* * *] to the right extent the Recovery is attributable to participate, with counsel infringement in the United States of its own choosing Licensed Patents and at its expense, in any action under this Section 11.1(b) otherwise [* * *]. 11.2 In 8.2 If COMPANY fails, within [* * *] days after receiving notice of a potential infringement that would or would be reasonably likely to have a material adverse effect the event that LICENSEE shall validity or enforceability of the Licensed Patents , to institute an action for infringement of a Licensed Patent against such infringer or defend a declaratory judgment or other action with respect notifies LICENSOR that it does not plan to a Licensed Patent, any portion of any resulting settlement payments or damages awarded which is received by LICENSEE, less LICENSEE’s actual outside attorney fees and other direct, out-of-pocket litigation expenses, including expenses due ESCALON for its participation in said litigation as provided under Section 11.1 (not to include any compensation paid to employees of LICENSEE or Sublicensees) paid and unrecovered by LICENSEE, shall be paid 75% to LICENSEE and 25% to ESCALON. 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 receivedinstitute such action, 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 LICENSOR shall have the right to take do so at its own expense unless COMPANY notifies LICENSOR that COMPANY is engaged in bona fide negotiations for the grant to the alleged infringer of a sublicense. COMPANY shall cooperate with LICENSOR in such effort including being joined as a party to such action (including prosecution of a suit) at its expense and LICENSEE if necessary. LICENSOR shall use reasonable efforts be entitled to cooperate retain all damages or costs awarded in such action. Should either LICENSOR or COMPANY be a party to a suit under the provisions of this Article and thereafter elect to abandon such suit, the abandoning party shall give timely notice to the other party who may, at LICENSEE’s expense. In the event ESCALON elects to institute any its discretion, continue prosecution of such action or suit, 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 or by any third party with regard to any alleged infringement or noninfringement. LICENSEE shall in a timely manner keep ESCALON informed and provide copies to ESCALON of all documents regarding all such proceedings or actions instituted by LICENSEE.

Infringement. 11.1 7.1 The parties shall inform each other promptly, in writing, of any alleged infringement of the Patent Rights by a third party and any available evidence thereof. Neither party will settle or compromise any claim or action in a manner that imposes any restrictions or obligations on the other party without such other party’s written consent, which shall not be unreasonably withheld. 7.2 During the term of this Agreement, LICENSEE shall have the first option right, but shall not be obligated, to police the Licensed Patents and Products against infringement within the Field of Use by other parties. This right to police includes defending any action for declaratory judgment of noninfringement or invalidity; and prosecuting, defending or settling all infringement and declaratory judgment actions prosecute at its own expense any such infringements of the Patent Rights and, in furtherance of such right, RESEARCH FOUNDATION hereby agrees that LICENSEE may join RESEARCH FOUNDATION as a party plaintiff in any such suit, without expense to RESEARCH FOUNDATION. Except as provided in Paragraph 7.4, the total cost of any such infringement action commenced solely by LICENSEE shall be borne by LICENSEE, and through counsel LICENSEE shall keep any recovery or damages for past infringement derived therefrom. Subject to Paragraph 7.1, LICENSEE shall be entitled to settle any such litigation by agreement, consent, judgment, voluntary dismissal or otherwise. 7.3 If within six (6) months after having been notified of any alleged infringement, LICENSEE 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 LICENSEE shall notify RESEARCH FOUNDATION at any time prior thereto of its selectionintention not to bring suit against any alleged infringer, except that then, and in those events only, RESEARCH FOUNDATION shall have the right, but shall not be obligated, to prosecute at its own expense any infringement of the Patent Rights. The total cost of any such settlement infringement action commenced solely by RESEARCH FOUNDATION will be borne by RESEARCH FOUNDATION, and RESEARCH FOUNDATION will keep any recovery or damages for past infringement derived therefrom. Subject to Paragraph 7.1, RESEARCH FOUNDATION shall only be made with the advice and consent of ESCALON. ESCALON shall provide reasonable assistance entitled to LICENSEE with respect to such actions, provided LICENSEE shall reimburse ESCALON for out-of-pocket expenses incurred in connection with settle any such assistance rendered at LICENSEE’s request litigation by agreement, consent, judgment, voluntary dismissal or reasonably required by ESCALON. In the event LICENSEE elects to institute any such action or suit, ESCALON agrees to be named as a nominal party therein. ESCALON retains the right to participate, with counsel of its own choosing and at its expense, in any action under this Section 11.1otherwise. 11.2 7.4 In the event that LICENSEE shall institute an action for infringement undertake the enforcement and/or defense of a Licensed the Patent or defend a declaratory judgment or other action with respect Rights by litigation, LICENSEE may withhold up to a Licensed Patent, any portion fifty percent (50%) of any resulting settlement payments or damages awarded which is received by LICENSEE, less LICENSEE’s actual outside attorney fees the royalties otherwise thereafter due RESEARCH FOUNDATION hereunder and other direct, out-of-pocket litigation apply the same toward reimbursement of up to fifty percent (50%) of its expenses, including reasonable attorneys’ fees, in connection therewith. Any recovery by LICENSEE of damages for past infringement in any such suit shall be applied first in satisfaction of any unreimbursed expenses due ESCALON for its participation in said litigation as provided under Section 11.1 (not to include any compensation paid to employees and legal fees of LICENSEE relating to the suit and next toward reimbursement of RESEARCH FOUNDATION for any royalties past due or Sublicensees) paid withheld and unrecovered by LICENSEE, applied pursuant to this Article VII. LICENSEE shall be paid 75% to LICENSEE and 25% to ESCALON. If LICENSEE has paid or pays an annual fee to ESCALON under Section 4.6 in keep 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 balance remaining from LICENSEEany such recovery. 11.3 7.5 In the event that LICENSEE fails to take a declaratory judgment action to ▇▇▇▇▇ any alleged infringement of a Licensed Patent within sixty (60) days of a request by ESCALON to do so (alleging invalidity or within such shorter period which might be required to preserve the legal rights of ESCALON under the laws noninfringement of any relevant government or political subdivision thereof)of the Patent Rights shall be brought against RESEARCH FOUNDATION, then ESCALON LICENSEE at its option, shall have the right to take such action right, within thirty (including prosecution 30) days after commencement of a suit) at its expense and LICENSEE shall use reasonable efforts to cooperate in such action, to intervene and take over the sole defense of the action at LICENSEE’s its own expense, except as provided in Paragraph 7.4. In such event, LICENSEE shall keep any recovery or damages derived therefrom or from any counterclaims asserted therein. 7.6 In any infringement suit instituted, or declaratory action defended, by either party to enforce or protect the event ESCALON elects Patent Rights pursuant to institute any this Agreement, the other party hereto shall, at the request and expense of the party initiating or defending such action or suit, LICENSEE agrees cooperate in all respects and, to be named as a nominal party therein. ESCALON shall the extent possible, have full authority to settle on such terms as ESCALON shall determineits employees testify when requested and make available relevant records, papers, information, samples, specimens, and the like. 11.4 LICENSEE 7.7 RESEARCH FOUNDATION warrants and represents that it owns all right, title and interest in and to the Patent Rights, has the lawful right to grant the license provided in this Agreement and that it has not granted rights or licenses in derogation of this Agreement. RESEARCH FOUNDATION agrees that, during the term of this Agreement or any license granted hereunder, RESEARCH FOUNDATION shall promptly notify ESCALON in writing in detail not enter into any other agreements that conflict with the rights or obligations provided hereunder, including any rights and obligations that survive termination of the discovery of any allegation by a third party of infringement resulting from the practice of Licensed Patents, and of the initiation of any legal action by LICENSEE or by any third party with regard to any alleged infringement or noninfringement. LICENSEE shall in a timely manner keep ESCALON informed and provide copies to ESCALON of all documents regarding all such proceedings or actions instituted by LICENSEEthis Agreement.

Infringement. 11.1 During Each Party shall promptly notify the term other in writing of this Agreementany conflicting use or apparent act of infringement or appropriation of any Burcon Technology or Burcon Patent Rights by any Person which comes to its attention. (a) As long as the Exclusive License of Section 3.4 is in effect, LICENSEE ADM shall have the first option to police the Licensed Patents and Products against infringement within the Field of Use by other parties. This right to police includes defending any action for declaratory judgment of noninfringement or invalidity; and prosecutingright, 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 nominal party therein. ESCALON retains the right to participate, with counsel of its own choosing and at its expense, to bring suit in any action under this Section 11.1. 11.2 In the event that LICENSEE shall institute an action its own name, or if required by law, jointly with Burcon, at ADM’s expense and on its own behalf, for infringement of a Licensed Burcon’s Patent or defend a declaratory judgment or other action with respect to a Licensed PatentRights of mis-appropriation of Burcon Technology, any portion of any resulting settlement payments or damages awarded which is received by LICENSEE, less LICENSEE’s actual outside attorney fees and other direct, out-of-pocket litigation expenses, including expenses due ESCALON for its participation in said litigation as provided under Section 11.1 (not to include any compensation paid to employees of LICENSEE or Sublicensees) paid and unrecovered by LICENSEE, shall be paid 75% to LICENSEE and 25% to ESCALON. 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 Burcon shall have the right to take participate in and control any aspect of any such suit which relates to the validity of any patent included in Burcon’s Patent Rights or 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 such suit, ADM also has the right to settle any claim or suit for infringement with the prior consent of Burcon, which consent will not be reasonably withheld, provided that any settlement or sublicense granted to an accused infringer is subject to Royalties from ADM at the relevant rate pursuant to Section 4.3 and provided that, in the reasonable opinion of Burcon's counsel, such action shall not jeopardize any Burcon Technology or Burcon Improvements. (including prosecution of a suitb) at its expense and LICENSEE shall use reasonable efforts to cooperate in such action, at LICENSEE’s expense. In the event ESCALON that ADM does not elect to pursue a suit for infringement under Section 6.1(a), Burcon shall have the right, at its expense, to 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, ADM shall take such steps as may be reasonably requested by Burcon to assist Burcon in terminating such infringement or appropriation and shall take any action or proceeding 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 institute 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 employees and representatives to assist, the other Party to the fullest extent possible, at the expense of the Party bringing the suit, regarding such action or suit, LICENSEE agrees to be named as a nominal party therein. ESCALON shall have full authority to settle on such terms as ESCALON shall determineproceeding. 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 or by any third party with regard to any alleged infringement or noninfringement. LICENSEE shall in a timely manner keep ESCALON informed and provide copies to ESCALON of all documents regarding all such proceedings or actions instituted by LICENSEE.

Infringement. 11.1 During 8.1 Penwest shall promptly inform Mylan of any suspected infringement of any of the term Penwest Patents or the infringement or misappropriation of this Agreementthe TIMERx Production Technology by a third party, LICENSEE to the extent such infringement involves the manufacture, use or sale of the Designated Product in the Territory ("Covered Infringement"). Mylan shall promptly inform Penwest of any suspected infringement of any of the Penwest Patents or infringement or misappropriation of the TIMERx Production Technology, whether or not the same involves a Covered Infringement. 8.2 If the suspected infringement or misappropriation does not involve a Covered Infringement, Penwest may take, or refrain from taking, any action it chooses, with or without notice to Mylan, and Mylan shall have the first option to police the Licensed Patents and Products against infringement within the Field of Use by other parties. This no right to police includes defending take 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 actionssuspected infringement or misappropriation, provided LICENSEE shall reimburse ESCALON for out-of-pocket expenses incurred nor to any recoveries with respect thereto. If the suspected infringement or misappropriation involves a Covered Infringement, Penwest shall, within 30 days of the first notice referred to in connection with any such assistance rendered at LICENSEE’s request Section , inform Mylan whether or reasonably required by ESCALON. In the event LICENSEE elects not Penwest intends to institute suit against such third party with respect to a Covered Infringement. Mylan will not take any such action or suit, ESCALON agrees to be named as steps toward instituting suit against any third party involving a nominal party therein. ESCALON retains the right to participate, with counsel Covered Infringement until Penwest has informed Mylan of its intention pursuant to the previous sentence. 8.3 If Penwest notifies Mylan that it intends to institute suit against a third party with respect to a Covered Infringement, and Mylan does not agree to join in such suit as provided in Section , Penwest may bring such suit on its own choosing and shall in such event bear all costs of, and shall exercise all control over, such suit. Penwest may, at its expense, bring such action in any action under this Section 11.1the name of Mylan and/or cause Mylan to be joined in the suit as a plaintiff. Recoveries, if any, whether by judgment, award, decree or settlement, shall belong solely to Penwest. 11.2 In the event 8.4 If Penwest notifies Mylan that LICENSEE shall it desires to institute an action for infringement of a Licensed Patent or defend a declaratory judgment or other action suit against such third party with respect to a Licensed PatentCovered Infringement, and Mylan notifies Penwest within 30 days after receipt of such notice that Mylan desires to institute suit jointly, the suit shall be brought jointly in the names of both parties and all costs thereof shall be borne equally. Recoveries, if any, whether by judgment, award, decree or settlement, shall, after the reimbursement of each of Penwest and Mylan for its share of the joint costs in such action, be shared between Penwest and Mylan equally; provided however that, any portion of any resulting settlement payments such net recoveries which constitutes the equivalent of, or damages awarded which is received or payments in lieu of, a royalty measured by LICENSEEthe defendant's Net Sales shall not be shared equally, less LICENSEE’s actual outside attorney fees but shall be shared between Penwest and other directMylan in accordance with Section as if they were Mylan's Net Sales. 8.5 If Penwest notifies Mylan that it does not intend to institute suit against such third party with respect to a Covered Infringement, out-Mylan may institute suit on its own. Mylan shall bear all costs of-pocket litigation expenses, including expenses due ESCALON and shall exercise all control over, such suit. Recoveries, if any, whether by judgment, award, decree or settlement, shall belong solely to Mylan; provided however that, after reimbursement of Mylan for its 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. 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 right to take such action (including prosecution of a suit) at its expense and LICENSEE shall use reasonable efforts to cooperate costs in such action, at LICENSEE’s expense. In any portion of such net recoveries which constitutes the event ESCALON elects equivalent of, or damages or payments in lieu of, a royalty measured by the defendant's Net Sales shall be shared between Penwest and Mylan in accordance with Section as if they were Mylan's Net Sales. 8.6 Should either Penwest or Mylan commence a suit under the provisions of this Section and thereafter elect to institute any such action or suitabandon the same, LICENSEE agrees it shall give timely notice to the other party, who may, if it so desires, be named joined as a nominal party thereinplaintiff in the suit (or continue as such if it is already one) and continue prosecution of such suit. ESCALON The sharing of expenses and any recovery of such suit shall have full authority to settle on such terms be as ESCALON shall determinereasonably agreed between Penwest and Mylan. 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 or by any third party with regard to any alleged infringement or noninfringement. LICENSEE shall in a timely manner keep ESCALON informed and provide copies to ESCALON of all documents regarding all such proceedings or actions instituted by LICENSEE.

Infringement. 11.1 During the term of this Agreement7.1 GENERAL will protect its PATENT RIGHTS and JOINT PATENT RIGHTS from infringement and prosecute infringers when, LICENSEE in its sole judgement, such action may be reasonably necessary, proper and justified. 7.2 If CEREBROTEC shall have supplied GENERAL with written evidence demonstrating to GENERAL'S reasonable satisfaction prima facie infringement of a claim of a PATENT RIGHT in the first option LICENSE FIELD by a third party, CEREBROTEC may by notice request GENERAL to police take steps to protect the Licensed Patents and Products against infringement PATENT RIGHT. GENERAL shall notify CEREBROTEC within three (3) months of the Field receipt of Use by other partiessuch notice whether GENERAL intends to prosecute the alleged infringement. This right If GENERAL notifies CEREBROTEC that it intends to police includes defending any action for declaratory judgment of noninfringement or invalidity; and prosecutingso prosecute, defending or settling all infringement and declaratory judgment actions at its expense and through counsel GENERAL shall, within three (3) months of its selection, except that any such settlement shall only be made with notice to CEREBROTEC either (i) cause infringement to terminate or (ii) initiate legal proceedings against 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 ESCALONinfringer. In the event LICENSEE elects GENERAL notifies CEREBROTEC that GENERAL does not intend to institute prosecute said infringement CEREBROTEC may, upon notice to GENERAL, initiate legal proceedings against the infringer at CEREBROTEC's expense and in GENERAL's name if so required by law. No settlement, consent judgment or other voluntary final disposition of the * Confidential treatment has been requested with respect to certain portions of this exhibit. Such portions are marked with a "[*]" in place of the redacted language. Omitted portions are filed separately with the Securities and Exchange Commission. suit which invalidates or restricts the claims of such PATENT RIGHTS and/or JOINT PATENT RIGHTS may be entered into without the consent of GENERAL, which consent shall not be unreasonable withheld. CEREBROTEC shall indemnify GENERAL against any order for payment that may be made against GENERAL in such action or suit, ESCALON agrees to be named as a nominal party therein. ESCALON retains the right to participate, with counsel of its own choosing and at its expense, in any action under this Section 11.1proceedings. 11.2 7.3 In the event one party shall initiate or carry on legal proceedings to enforce any PATENT RIGHT against any alleged infringer, the other party shall fully cooperate with and supply all assistance reasonably requested by the party initiating or carrying on such proceedings. The party which institutes any suit to protect or enforce a PATENT RIGHT shall have sole control of that LICENSEE suit and shall institute bear the reasonable expenses (excluding legal fees) incurred by said other party in providing such assistance and cooperation as is requested pursuant to this paragraph. The party initiating or carrying on such legal proceedings shall keep the other party informed of the progress of such proceedings and said other party shall be entitled to counsel in such proceedings but at its own expense. Any award paid by third parties as the result of such proceedings (whether by way of settlement or otherwise) shall first be applied to reimbursement of the unreimbursed legal fees and expenses incurred by either party and then the remainder shall be divided between the parties as follows: (a) (i) If the amount is based on lost profits, CEREBROTEC shall receive an action for amount equal to the damages the court determines CEREBROTEC has suffered as a result of the infringement of a Licensed Patent or defend a declaratory judgment or other action with respect to a Licensed Patent, any portion less the amount of any resulting settlement payments or damages awarded which is received royalties that would have been due GENERAL on sales of PRODUCT lost 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 CEREBROTEC 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. 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 result 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 had CEREBROTEC made 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 right to take such action (including prosecution of a suit) at its expense and LICENSEE shall use reasonable efforts to cooperate in such action, at LICENSEE’s expense. In the event ESCALON elects to institute any such action or suit, LICENSEE agrees to be named as a nominal party therein. ESCALON shall 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 or by any third party with regard to any alleged infringement or noninfringement. LICENSEE shall in a timely manner keep ESCALON informed and provide copies to ESCALON of all documents regarding all such proceedings or actions instituted by LICENSEE.sales; and

Infringement. 11.1 During (a) Each Party shall notify the term other promptly after such Party becomes aware of any alleged infringement of any Licensed Patent Rights in any country through the sale of a Licensed Product. (b) If any of the Licensed Patent Rights under which Viventia holds a license is infringed by a third party through the sale of a Licensed Product, Viventia and/or its Affiliates and sublicensees shall have the right and option, but not the obligation, to bring an action for infringement, at its sole expense, against such third party in the name of Viventia and/or in the name of Merck, and to join Merck as a plaintiff if required. Viventia shall promptly notify Merck of any such action and shall keep Merck informed as to the prosecution of any action for such infringement. Viventia shall control the conduct of such litigation, including settlement thereof, but shall not settle without the prior consent of Merck, such consent not to be unreasonably delayed or withheld. In the event Viventia exercises the right to ▇▇▇ herein conferred, any recoveries shall first be used reimburse it for costs and expenses of suit, including attorneys’ fees, and if after such reimbursement any funds remain they shall be treated as Net Sales and Viventia shall promptly pay to Merck the royalty due on same. In the event that Viventia does not institute an infringement proceeding against an infringing third party within one hundred twenty (120) days after becoming aware or receiving notice of any alleged infringement through the sale of a Licensed Product for which it has a right and option to bring an action under this Section 12(b), then Merck shall have the right and option, but not the obligation, to institute such an action and to retain any recovered damages. If by statute or regulation, a delay of one hundred twenty (120) days would result in a diminishment of rights, including by way of example but not limitation loss of the opportunity for a stay of approval of an infringing product, then the one hundred twenty (120) day period above shall be shorted to the extent required to end ten (10) days before the date on which the diminishment of rights would occur. (c) In any infringement suit either Party may institute to enforce any rights pursuant to this Agreement, LICENSEE shall the other Party hereto shall, at the request of the Party initiating such suit, cooperate in all respects and, to the extent reasonably possible (without adversely affecting the other Party’s normal business operations), have its employees testify when requested and make available relevant records, papers, information, samples, specimens, and the first option to police the Licensed Patents and Products against infringement within the Field of Use by other partieslike. 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 All reasonable assistance to LICENSEE with respect to such actions, provided LICENSEE shall reimburse ESCALON for out-of-pocket expenses costs incurred in connection with rendering cooperation requested hereunder shall be paid by the Party requesting cooperation. (d) The costs and expenses of any action instituted pursuant to this Section 12 including reasonable fees of attorneys and other professionals) shall be borne by the Party instituting the action, or, if the Parties elect to cooperate in instituting and maintaining such assistance rendered at LICENSEE’s request or reasonably required action, such costs and expenses shall be borne by ESCALONthe Parties in such proportions as they may agree in writing. In Each Party shall execute all necessary and proper documents and take such actions as shall be appropriate to allow the event LICENSEE elects other Party to institute any and prosecute such action or suit, ESCALON agrees to be named as a nominal party therein. ESCALON retains infringement actions (if such other Party has the right to participate, with counsel of its own choosing institute and at its expense, in any action under prosecute such infringement actions pursuant to this Section 11.112). 11.2 In the event that LICENSEE shall institute an action for infringement of a Licensed Patent or defend a declaratory judgment or other action with respect to a Licensed Patent, any portion of any resulting settlement payments or damages awarded which is received by 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. 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 right to take such action (including prosecution of a suit) at its expense and LICENSEE shall use reasonable efforts to cooperate in such action, at LICENSEE’s expense. In the event ESCALON elects to institute any such action or suit, LICENSEE agrees to be named as a nominal party therein. ESCALON shall 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 or by any third party with regard to any alleged infringement or noninfringement. LICENSEE shall in a timely manner keep ESCALON informed and provide copies to ESCALON of all documents regarding all such proceedings or actions instituted by LICENSEE.

Infringement. 11.1 During 8.1 Licensee and CMCC shall each inform the term other promptly in writing of this Agreementany alleged infringement known to it by a third party of the Licensed Patent Rights in the Field of Use and of any available evidence thereof. 8.2 Subject to the ION/NEWCO Sublicense Agreement dated December 3, LICENSEE 1997, Licensee or its Affiliate or Sublicensee shall have the first option right, but not the obligation, to police institute and prosecute at its own expense any infringement of the Licensed Patents and Products against infringement Patent Rights which falls, within the Field of Use by other partiesUse. This right If Licensee, its Sublicensee or its Affiliate fails to police includes defending any bring such action for declaratory judgment or proceedings within a period of noninfringement two (2) months after receiving written notice of the infringement or invalidity; and prosecutingif within such time Licensee notifies CMCC that it intends not to bring such action, defending or settling all infringement and declaratory judgment actions then CMCC shall have the right, but not the obligation, to prosecute at its own expense and through counsel of its selection, except that any such settlement shall only be made with infringement of the advice 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 consent costs of ESCALON. ESCALON shall provide reasonable assistance to LICENSEE with respect to such actionsaction, 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 ESCALONincluding attorney fees. In the event LICENSEE elects that such fifty percent (50%) of such expenses and costs exceeds the amount of royalties withheld by Licensee for any 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 one year. Recoveries or 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 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 or suitaction. 8.5 If CMCC is deemed to be an indispensable party in a suit brought by Licensee, ESCALON pursuant to this paragraph, CMCC agrees to be named as a nominal co-plaintiff. If HARVARD or ION is deemed to be an indispensable party therein. ESCALON retains the right in a suit brought by Licensee pursuant to participatethis paragraph, with counsel of its own choosing then CMCC will endeavor to secure ION’s and at its expense, in any action under this Section 11.1HARVARD’s agreement to be named as a co-plaintiff. 11.2 8.6 In the event that LICENSEE 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 expense. 8.7 In any infringement suit which either party may institute an action to enforce the Licensed Patent Rights pursuant to this Agreement, the other party hereto shall, at the request and the expense of the party initiating such suit, cooperate in all reasonable respects and, to the extent reasonably possible, have its employees testify when requested and make available relevant records, papers, information, samples, specimens, and the like. 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 Patent Products or defend a declaratory judgment Licensed Processes, the costs of Licensee’s or other action with respect to a Licensed Patentits Affiliate’s, any portion of any resulting settlement payments or damages awarded which is received by LICENSEEas applicable, 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. 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 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 award otherwise due to ESCALONits Affiliate, exactly as if that share represented additional royalties due from LICENSEE. 11.3 In against which 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 (judgment is obtained or within such shorter period which might be required to preserve enters into the legal rights of ESCALON under the laws of any relevant government or political subdivision thereof), then ESCALON settlement agreement shall have the right to take immediately terminate this agreement as to itself. Upon such action (including prosecution of a suit) at termination, CMCC shall have no recourse against that Licensee or Affiliate, as applicable, for exercising its expense and LICENSEE shall use reasonable efforts right to cooperate in such actionterminate. CMCC shall, at LICENSEEthe 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. 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 making its employees available to testify and by producing relevant, non-privileged records, papers, information, samples, specimens and the like. 8.10 In the event ESCALON elects that a governmental agency in any country or territory compels CMCC to institute grant a license, or Licensee, its Affiliate or Sublicensee, as applicable, to grant a sublicense to any such action non-governmental third party under the Licensed Patent Rights, then Licensee, its Affiliate or suitSublicensee, LICENSEE agrees to be named as a nominal party therein. ESCALON applicable, shall have full authority to settle on the benefit during the term of such terms as ESCALON shall determine. 11.4 LICENSEE shall promptly notify ESCALON license, in writing in detail such territory or country only, of any of the discovery of any allegation by a terms granted to such third party of infringement resulting from which are more favorable than the practice of Licensed Patentsterms set forth in this Agreement, and of only if the initiation of any legal action by LICENSEE or by any third party with regard is actually and substantially commercializing Licensed Products or Licensed Processes. This provision shall apply to any alleged infringement or noninfringement. LICENSEE shall in a timely manner keep ESCALON informed and provide copies license granted to ESCALON of all documents regarding all such proceedings or actions instituted by LICENSEEa governmental agency only if that governmental agency grants a sublicense to a non-governmental third party.

Infringement. 11.1 During If during the term of this Agreement, LICENSEE either party becomes aware of a third party infringement or threatened infringement of any Licensed Patents, the following provisions shall apply: (a) Introgen shall have the first option right, but not the obligation, to police bring suit (itself or through a designee) to enforce the Licensed Patents and Products against infringement within the Field of Use by other parties. This right Patents, and/or to police includes defending defend any action for declaratory judgment of noninfringement or invalidity; and prosecutingaction with respect thereto, 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 in each case with respect to the manufacture, sale or use of a product within the Field; provided, however, that Introgen shall keep Corixa reasonably informed as to the defense and/or settlement of such actions, provided LICENSEE action. Corixa shall reimburse ESCALON for out-of-pocket expenses incurred have the right to participate 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 nominal party therein. ESCALON retains the right to participate, with counsel of its own choosing and choice at its own expense. Without limiting the provisions of Section 7.3 below, in any action Corixa agrees to cooperate with Introgen with respect to actions brought by Introgen under this Section 11.1. 11.2 In the event that LICENSEE shall institute an action for infringement of a Licensed Patent or defend a declaratory judgment or other action 7.2(a) at Introgen’s request and expense. If Introgen decides to undertake such suit, then any amounts received by Introgen in such Action with respect to a Licensed Patentinfringement that occurred prior to the judgment awarding such amounts shall be included, any portion of any resulting settlement payments or damages awarded which is received after deducting the costs incurred by LICENSEEIntrogen in connection with such Action, 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 Annual Net Sales hereunder. (b) If Introgen elects 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. If LICENSEE has paid or pays so initiate 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 enforce the Licensed Patents against a commercially significant infringement of by a Licensed Patent Third Party within sixty the Field, within one hundred eighty (60180) days of a request by ESCALON Corixa to do so (or within so, Corixa may initiate such shorter period which might be required action at its expense; provided, however, that Corixa shall keep Introgen reasonably informed as to preserve the legal rights defense and/or settlement of ESCALON under such action, as requested from time to time by Introgen, and provided that there is not then ongoing a litigation in any country with respect to the laws of any relevant government or political subdivision thereof), then ESCALON Licensed Technology. Introgen shall have the right to take participate in any such action (including prosecution with counsel of a suitits own choice at its own expense. Introgen agrees to cooperate with Corixa with respect to actions brought by Corixa under this Section 7.2(b) at its expense Corixa’s request and LICENSEE expense. If Corixa undertakes such suit, then, after deducting the costs incurred by Corixa in connection with such Action, Introgen shall be entitled to receive [***] ([***]%) of any amounts received by Corixa in such action. (c) Upon Introgen’s reasonable request, Corixa agrees to use reasonable efforts efforts, including, but not limited to, with respect to the exercise of rights under the Columbia Agreement (as defined in Section 10.1) to cause Columbia (as defined in Section 10.1) to cooperate in such actionany suit, action or other proceeding under this Section 7.2, at LICENSEEIntrogen’s expense. In *** Certain information on this page has been omitted and filed separately with the event ESCALON elects Securities and Exchange Commission. Confidential treatment has been requested with respect to institute any such action or suit, 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 or by any third party with regard to any alleged infringement or noninfringement. LICENSEE shall in a timely manner keep ESCALON informed and provide copies to ESCALON of all documents regarding all such proceedings or actions instituted by LICENSEE.omitted portions

Infringement. 11.1 During 6.1 Each party will notify the term other in writing of this Agreement, LICENSEE shall have any misappropriation or infringement of any rights in the Licensed Technology of which the party becomes aware. 6.2 The Licensee has the first option right (but is not obliged) to police take Legal Action at its own cost in relation to any misappropriation or infringement of any rights included in the Licensed Patents and Products against infringement within Intellectual Property Rights in the Field and in the Territory. The Licensee must discuss any proposed Legal Action with OUI prior to the Legal Action being commenced, and take due account of Use by other parties. This right to police includes defending any action for declaratory judgment the legitimate interests of noninfringement 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 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 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 11.1lost. 11.2 In 6.3 If the event that LICENSEE shall institute an action for infringement of a Licensed Patent or defend a declaratory judgment or other action with respect to a Licensed PatentLicensee takes Legal Action under clause 6.2, any portion of any resulting settlement payments or damages awarded which is received by LICENSEE, less LICENSEE’s actual outside attorney the Licensee will: 6.3.1 indemnify and hold OUI and the University harmless against all costs (including lawyers’ and patent agents’ fees and other directexpenses), out-of-pocket litigation expensesclaims, including expenses due ESCALON for its participation demands and liabilities arising out of or consequent upon a Legal Action and will settle any invoice received from OUI in said litigation as provided under Section 11.1 respect of such costs, claims, demands and liabilities within thirty (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. 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 (6030) days of a request by ESCALON receipt; 6.3.2 treat any account of profits or damages (including, without limitation, punitive damages) awarded in or paid to do so (the Licensee under any settlement of the Legal Action for any misappropriation or within such shorter period which might be required to preserve the legal rights of ESCALON under the laws infringement of any relevant government 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 political subdivision thereof)settlement an amount equal to any legal costs incurred by the Licensee in the Legal Action that are not covered by an award of legal costs; and 6.3.3 keep OUI regularly informed of the progress of the Legal Action, then ESCALON shall have including, without limitation, any claims affecting the right scope of the Licensed Technology. 6.4 OUI may take any Legal Action at its own cost in relation to any misappropriation or infringement of any rights included in the Licensed Intellectual Property Rights where: 6.4.1 the Licensee has notified OUI in writing that it does not intend to take such action (including prosecution any Legal Action in relation to any misappropriation or infringement of a suit) at its expense and LICENSEE shall use reasonable efforts to cooperate in such action, at LICENSEE’s expense. In the event ESCALON elects to institute any such action or suit, LICENSEE agrees to be named as a nominal party therein. ESCALON shall have full authority to settle on such terms as ESCALON shall determine.rights; or 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 or by any third party 6.4.2 if having received professional advice with regard to any alleged Legal Action within fourteen (14) days of the notification under clause 6.1, and consulted with OUI, the Licensee does not take reasonable steps to act upon an agreed process for dealing with such misappropriation or infringement or noninfringement. LICENSEE (which may include, for the avoidance of doubt, seeking a second opinion in respect of such professional advice) within any timescale agreed between OUI and the Licensee and in any event within forty-five (45) days of notification under clause 6.1, provided it shall not settle any action without first consulting with the Licensee and taking account of the reasonable observations and requests of the Licensee. 6.5 Subject to clauses 6.2 and 6.3, if 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 timely manner keep ESCALON informed and provide copies party in any Legal Action where it is a legal requirement for the patent owner to ESCALON be a plaintiff in the Legal Action, provided that the Licensee indemnifies OUI under clause 6.3.1 for the costs of all documents regarding all such proceedings or actions instituted any legal representation in the Legal Action required by LICENSEEOUI.

Infringement. 11.1 During Metavante shall, at its own expense, defend any action brought against Customer based on a claim that Customer's use of any Metavante Product under the term terms of this Agreement infringes a copyright, trademark or patent under United States law and Metavante shall pay any final judgment awarded or settlement reached, provided that Customer notifies Metavante promptly in writing of the claim and Metavante has an opportunity to fully defend the claim and/or agrees to any settlement of such claim. Should Customer's use of any Metavante Product become, or in Metavante's opinion be likely to become, the subject of a claim of infringement of a copyright, trademark or patent under United States law, Metavante may procure for Customer the right to continue using the Metavante Product as contemplated by this Agreement, LICENSEE shall have or replace or modify the first option Metavante Product to police the Licensed Patents and Products against infringement within the Field of Use by other parties. This right make it non-infringing, at no additional charge 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 ESCALONCustomer. In the event LICENSEE elects neither of the above is economically practical, Metavante shall refund the unamortized portion of the license fee paid by Customer for such Metavante Product, based upon a five year straight line depreciation commencing as of the date of this Agreement. The foregoing indemnity shall apply to institute any such action or suit, ESCALON agrees to be named as a nominal party therein. ESCALON retains the right to participate, with counsel of its own choosing and at its expense, in any action under this Section 11.1. 11.2 In the event that LICENSEE shall institute an action for infringement Custom Programs only if Metavante had actual knowledge of a Licensed Patent potential third party claim prior to commencing development of the Custom Program and failed to notify Customer of such knowledge. In addition, Metavante shall have no obligation for any claim based upon (a) Customer's use of other than the then current unaltered Release of the Program, if such infringement could have been avoided by use of the then current unaltered Release, or defend a declaratory judgment (b) the operation, combination or other action use of the Program with equipment, data or programs not furnished by Metavante, or (c) Programs modified by Customer or any third party. The foregoing states the entire liability of Metavante with respect to a Licensed Patent, any portion of any resulting settlement payments or damages awarded which is received by LICENSEE, less LICENSEE’s actual outside attorney fees and other direct, out-of-pocket litigation expenses, including expenses due ESCALON for its participation in said litigation as provided under Section 11.1 (not to include any compensation paid to employees of LICENSEE or Sublicensees) paid and unrecovered by LICENSEE, shall be paid 75% to LICENSEE and 25% to ESCALON. 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 right to take such action (including prosecution of a suit) at its expense and LICENSEE shall use reasonable efforts to cooperate in such action, at LICENSEE’s expense. In the event ESCALON elects to institute any such action or suit, LICENSEE agrees to be named as a nominal party therein. ESCALON shall 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 claim of infringement resulting from by the practice of Licensed Patents, and of the initiation of Metavante Products or any legal action by LICENSEE or by any third party with regard to any alleged infringement or noninfringement. LICENSEE shall in a timely manner keep ESCALON informed and provide copies to ESCALON of all documents regarding all such proceedings or actions instituted by LICENSEEpart thereof.

Infringement. 11.1 During If at any time during the term of this AgreementAgreement either Licensee or Biocoat (a “party”) shall become aware of any third party infringement or threatened infringement in the Field of any Patent claim or claims embracing a Licensed Product sold by Licensee the following provisions shall apply: 9.1 The party having such knowledge shall forthwith give notice to the other party. If there is disagreement between the parties as to whether the act complained of is in fact an infringement of any Patent claim or claims, LICENSEE the parties shall refer such issue to a mutually acceptable independent patent counsel. The opinion of such counsel shall be final and binding on the parties and costs incurred in that regard shall be shared [*] percent ([*]%) by Licensee and [*] percent ([*]%) by Biocoat. 9.2 If within ninety (90) days following receipt of notice from Licensee to Biocoat of any such infringement or ninety (90) days after receipt of the opinion of independent patent CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY [*], HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 406 OF THE SECURITIES ACT OF 1933, AS AMENDED. counsel concluding existence of such infringement, Biocoat fails to halt such infringement or to initiate litigation to do so, Licensee shall have the first option to police the Licensed Patents and Products against infringement within the Field of Use by other parties. This right to police includes defending any action for declaratory judgment initiate such litigation in its own name or in the name of noninfringement Biocoat as it deems necessary or invalidity; and prosecuting, defending or settling all infringement and declaratory judgment actions at its expense and through counsel of its selection, except that appropriate. Biocoat shall cooperate with Licensee as is reasonably necessary in any such settlement litigation brought by Licensee in its own name or in Biocoat’s name. In addition, Biocoat shall only have the right to determine what proportion, if any, of the expenses of such litigation it will bear by providing written notice thereof to Licensee within thirty (30) days of the date of receipt by Biocoat of notice that Licensee has initiated litigation. (It is understood by the parties that the proportion of expenses borne by Biocoat shall determine Biocoat’s share of monetary recovery as provided in Section 9.3 below.) 9.3 In the event any monetary recovery in connection with such litigation is obtained (regardless of whether Licensee or Biocoat brought such litigation), such monetary recovery shall be made with applied in the advice following priority: first, to the reimbursement of Biocoat and consent of ESCALON. ESCALON shall provide reasonable assistance to LICENSEE with respect to such actions, provided LICENSEE shall reimburse ESCALON Licensee for their out-of-pocket expenses incurred (including reasonable attorneys fees) in connection with any such assistance rendered at LICENSEE’s request or reasonably required by ESCALON. In litigation; second, the event LICENSEE elects to institute any such action or suit, ESCALON agrees balance to be named shared by Biocoat and Licensee in proportion to the amounts spent by the parties in conducting the litigation as a nominal party thereinprovided in Section 9.2 above. ESCALON retains If 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 monetary recovery is less than the event that LICENSEE shall institute an action for infringement of a Licensed Patent or defend a declaratory judgment or other action with respect to a Licensed Patent, any portion of any resulting settlement payments or damages awarded which is received by LICENSEE, less LICENSEE’s actual outside attorney fees and other direct, out-of-pocket litigation expensesexpenses of Biocoat and Licensee, including reimbursement of these expenses due ESCALON for its participation shall be in said proportion to the amounts spent by the parties in conducting the 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. 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 LICENSEEherein. 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 right to take such action (including prosecution of a suit) at its expense and LICENSEE shall use reasonable efforts to cooperate in such action, at LICENSEE’s expense. In the event ESCALON elects to institute any such action or suit, LICENSEE agrees to be named as a nominal party therein. ESCALON shall 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 or by any third party with regard to any alleged infringement or noninfringement. LICENSEE shall in a timely manner keep ESCALON informed and provide copies to ESCALON of all documents regarding all such proceedings or actions instituted by LICENSEE.

Infringement. 11.1 During (a) In the term case where either Party reasonably believes that an infringement by a Third Party of this AgreementCamurus Product IP, LICENSEE Camurus Platform IP, Braeburn Product IP or any Joint IP by the development, manufacture or sale of any Product in the Licensed Field (an “Infringing Activity”) may be occurring, such Party shall disclose full details of the potential infringement to the other Party. (b) Where an infringement of Camurus Product IP, Braeburn Product IP or any Joint IP by an Infringing Activity occurs in one or more countries of the Licensed Territory, Braeburn shall have the first option to police right to, but shall not be obliged to, at its own cost and expense enforce the Licensed Patents and Products against infringement within same in accordance with the Field of Use by other parties. This below subparagraphs (i) through (iii). (i) Braeburn shall have the sole right to police includes defending conduct the claim and any action proceedings, including any counterclaim for invalidity or unenforceability or any declaratory judgment of noninfringement or invalidity; action, 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 nominal party therein. ESCALON retains including the right to participatesettle. If Braeburn decides to commence proceedings in relation to Camurus Product IP, with counsel of its own choosing and at its expenseBraeburn Product IP or any Joint IP, in any action under this Section 11.1. 11.2 In the event that LICENSEE shall institute an action for infringement of a Licensed Patent or defend a declaratory judgment or other action with respect to a Licensed Patent, any portion of any resulting settlement payments or damages awarded which is received by 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, it shall be paid 75% entitled to LICENSEE require Camurus to join Braeburn as co-plaintiff and 25% to ESCALON. 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 Camurus shall have the right to take join as co-plaintiff. Camurus shall, at Braeburn’s cost and expense, provide all necessary assistance to Braeburn in relation to any such action proceeding. If Camurus elects to be separately represented (including prosecution which shall be at Camurus’ discretion), then such separate representation shall be at Camurus’ cost and expense. Braeburn shall have the sole right to settle such proceedings (but excluding any counterclaim for invalidity or unenforceability, which shall require the written consent of Camurus not to be unreasonably withheld), provided that such settlement does not include a suitlicense under Camurus Product CP, Braeburn Product IP or Joint IP or causes Camurus to incur any losses, in which case Braeburn’s consent to the terms of such CERTAIN CONFIDENTIAL PORTIONS OF THIS EXHIBIT WERE OMITTED AND REPLACED WITH “[***]”. A COMPLETE VERSION OF THIS EXHIBIT HAS BEEN FILED SEPARATELY WITH THE SECRETARY OF THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO AN APPLICATION REQUESTING CONFIDENTIAL TREATMENT PURSUANT TO RULE 24B-2 PROMULGATED UNDER THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED. license shall be required, such consent not to be unreasonably withheld, conditioned or delayed. (ii) If Braeburn succeeds in any such infringement proceedings, whether at trial or by way of settlement, the proceeds of any award or damages or settlement in respect of such infringement proceedings shall first be applied (a) to reimburse Braeburn an amount equal to Braeburn’s costs of taking the proceedings, (b) to reimburse Camurus an amount equal to Camurus’ costs of assisting Braeburn with the proceedings, and (c) the remainder shall be retained by Braeburn less [***] thereof, which amount shall be paid to Camurus; (iii) If Braeburn declines to initiate any such proceedings in respect of any Camurus Product IP, Braeburn Product IP or Joint IP in the Licensed Territory within 60 days of the date when Braeburn first became aware of the infringement, Camurus shall be entitled to do so at its own cost and expense in which case it shall have sole conduct of any claim or proceedings including any counterclaim for invalidity or unenforceability or any declaratory judgment action and LICENSEE shall use reasonable efforts be entitled to cooperate in such actionrequire Braeburn to join Camurus as co-plaintiff and Braeburn shall have the right to join as co-plaintiff, Braeburn shall, at LICENSEECamurus’ cost and expense, provide all necessary assistance to Camurus in relation to such proceedings. If Braeburn elects to be separately represented (which shall be at Braeburn’s discretion), then such separate representation shall be at Braeburn’s cost and expense. Camurus shall have the sole right to settle such proceedings (but excluding any counterclaim for invalidity or unenforceability, which shall require the written consent of Braeburn not to be unreasonably withheld), provided that such settlement does not include a license under the Camurus Product IP, Braeburn Product IP or Joint IP or causes Braeburn to incur any losses in which case Braeburn’s consent to the terms of such license shall be required, such consent not to be unreasonably withheld, conditioned or delayed. If Camurus succeeds in any such proceedings, whether at trial or by way of settlement, the proceeds of any award or damages or settlement in respect of such proceedings shall first be applied (a) to reimburse Camurus an amount equal to Camurus’ costs of taking the proceedings, (b) to reimburse Braeburn an amount equal Braeburn’s costs of assisting Camurus with the proceedings, and (c) the remainder being retained by Camurus, less [***] thereof, which amount shall be paid to Braeburn. (c) Where an infringement of Camurus Product IP, Braeburn Product IP or Joint IP by an Infringing Activity occurs in one or more countries in the Camurus Territory, then Camurus shall have the first right to, but shall not be obliged to, at its own cost and expense enforce the same in accordance with the above Sections 7.8(b)(i) through (iii). (d) Where an infringement of the Camurus Platform IP by an Infringing Activity is occurring in one or more countries of the Territory, Camurus shall have the right to, but shall not be obliged to, at its own cost and expense to enforce the same. Braeburn shall, at Camurus’ cost and expense, provide all necessary assistance to Camurus in relation to any such proceeding. Camurus shall have the sole right to settle such proceedings, provided that such settlement does not include a license under the Camurus Platform IP or causes Braeburn to incur any losses in which case Braeburn’s consent to the terms of such license shall be required, such consent not to be unreasonably withheld, conditioned or delayed. If Camurus CERTAIN CONFIDENTIAL PORTIONS OF THIS EXHIBIT WERE OMITTED AND REPLACED WITH “[***]”. A COMPLETE VERSION OF THIS EXHIBIT HAS BEEN FILED SEPARATELY WITH THE SECRETARY OF THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO AN APPLICATION REQUESTING CONFIDENTIAL TREATMENT PURSUANT TO RULE 24B-2 PROMULGATED UNDER THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED. succeeds in any such infringement proceedings whether at trial or by way of settlement and that relates to an Infringing Activity in the Licensed Territory, the proceeds of any award or damages or settlement in respect of such infringement proceedings shall first be applied (i) to reimburse Camurus an amount equal to Camurus’ costs of taking the proceedings, (ii) to reimburse Braeburn an amount equal to Braeburn’s costs of assisting Camurus with the proceedings, and (iii) the remainder shall be retained by Camurus less [***] thereof, which amount shall be paid to Braeburn. If Camurus elects not to enforce the Camurus Platform IP in the Licensed Territory, then Braeburn shall have the option to do so in accordance with the following, subject to the prior written consent of Camurus. If Camurus gives such consent, then the following procedures shall apply in these circumstances: (i) Where Braeburn has requested and been granted approval by Camurus to commence proceedings in relation to Camurus Platform IP in the Licensed Territory, it shall be entitled to require Camurus to join Braeburn as co-plaintiff. In such case, Camurus shall have the event ESCALON right to join as co-plaintiff. Camurus shall, at Braeburn’s cost and expense, provide all necessary assistance to Braeburn in relation to any such proceeding. If Camurus elects to institute be separately represented (which shall be at Camurus’ discretion), then such separate representation shall be at Camurus’ cost and expense. (ii) If Braeburn succeeds in any such infringement proceedings whether at trial or by way of settlement, the proceeds of any award or damages or settlement in respect of such infringement proceedings shall first be applied (a) to reimburse Braeburn an amount equal to Braeburn’s costs of taking the proceedings, (b) to reimburse Camurus an amount equal to Camurus’ costs of assisting Braeburn with the proceedings, and (c) the remainder shall be retained by Braeburn less [***] thereof, which amount shall be paid to Camurus; (iii) Braeburn shall not enter into a settlement, consent judgment or other voluntary final disposition of an action or suit, LICENSEE agrees to be named as a nominal party therein. ESCALON shall have full authority to settle on such terms as ESCALON shall determineclaim or counterclaim under this Section 7.8 without the prior written approval of Camurus. 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 or by any third party with regard to any alleged infringement or noninfringement. LICENSEE shall in a timely manner keep ESCALON informed and provide copies to ESCALON of all documents regarding all such proceedings or actions instituted by LICENSEE.

Infringement. 11.1 During (a) Amarin shall promptly notify Chemport of any suspected or threatened infringement, misappropriation or other unauthorized use of the term Chemport Intellectual Property licensed by Chemport to Amarin under the Amarin License that comes to Amarin’s attention. The notice shall set forth the facts of this Agreement, LICENSEE such suspected or threatened infringement in reasonable detail. Chemport shall have the first option sole right, but not the obligation, to police institute, prosecute and control, at its expense, any action or proceeding against the Licensed Patents Third-Party infringer of such Chemport Intellectual Property. If Chemport institutes an action against such infringer, Amarin shall give Chemport reasonable assistance and Products against infringement within authority to control, file and prosecute the Field of Use by other partiessuit as necessary at Chemport’s expense. This Amarin shall have the right to police includes defending participate in the applicable action or proceeding with its own counsel at its own expense and without reimbursement hereunder. If Amarin elects to so participate, Chemport shall provide Amarin with an opportunity to consult regarding such action or proceeding. (b) If Chemport elects not to bring any action or proceeding for declaratory judgment infringement, misappropriation or other unauthorized use of noninfringement or invalidity; the Chemport Intellectual Property licensed by Chemport to Amarin under the Amarin License, then it shall promptly advise Amarin of its decision, and prosecutingAmarin thereafter shall have the right, defending or settling all infringement but not the obligation, to institute, prosecute and declaratory judgment actions 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 participate in the applicable action or proceeding with its own counsel at its own expense and through counsel of its selection, without reimbursement hereunder (except that for 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 costs and expenses incurred in connection with any such assistance rendered at LICENSEE’s request or reasonably required by ESCALON. In the event LICENSEE elects Chemport following its joinder as a party to institute any such action or suit, ESCALON agrees proceeding pursuant to be named Amarin’s reasonable request or as required by applicable Legal Requirements). If Chemport elects to participate (but is not joined as a nominal party thereinto such action or proceeding), Amarin shall provide Chemport with an opportunity to consult regarding such action or proceeding. ESCALON retains the right to participate, with counsel of its own choosing and at its expense, Amarin shall retain any damages or other monetary awards that it recovers in pursuing any action under this Section 11.18.4(b). 11.2 (c) In the event that LICENSEE shall institute an action for infringement of a Licensed Patent or defend a declaratory judgment either Party exercises the rights conferred in this Section 8.4 and recovers any damages or other sums in such action with respect or proceeding or in settlement thereof, such damages or other sums recovered shall first be applied to a Licensed Patent, any portion of any resulting settlement payments or damages awarded which is received by LICENSEE, less LICENSEE’s actual outside attorney fees and other direct, all out-of-pocket litigation expensescosts and expenses incurred by the Parties in connection therewith (including attorneys fees), including unless such Party is expressly not entitled to reimbursement under this Section 8.4. If such recovery is insufficient to cover all such costs and expenses 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 LICENSEEboth Parties, the controlling Party’s costs shall be paid 75% to LICENSEE and 25% to ESCALON. 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 full first before any of the payment or award otherwise due other Party’s costs. Each Party seeking reimbursement under this Section 8.4 shall furnish promptly to ESCALON, exactly as if that share represented additional royalties due from LICENSEEthe other Party appropriate documentation of its out-of-pocket costs and expenses incurred. 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 right to take such action (including prosecution of a suit) at its expense and LICENSEE shall use reasonable efforts to cooperate in such action, at LICENSEE’s expense. In the event ESCALON elects to institute any such action or suit, LICENSEE agrees to be named as a nominal party therein. ESCALON shall 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 or by any third party with regard to any alleged infringement or noninfringement. LICENSEE shall in a timely manner keep ESCALON informed and provide copies to ESCALON of all documents regarding all such proceedings or actions instituted by LICENSEE.

Infringement. 11.1 During If during the term of this Agreement, LICENSEE either party becomes aware of a third party infringement or threatened infringement of any Licensed Patents, the following provisions shall apply: (a) Introgen shall have the first option right, but not the obligation, to police bring suit (itself or through a designee) to enforce the Licensed Patents and Products against infringement within the Field of Use by other parties. This right Patents, and/or to police includes defending defend any action for declaratory judgment of noninfringement or invalidity; and prosecutingaction with respect thereto, 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 in each case with respect to the manufacture, sale or use of a product within the Field; provided, however, that Introgen shall keep Corixa reasonably informed as to the defense and/or settlement of such actions, provided LICENSEE action. Corixa shall reimburse ESCALON for out-of-pocket expenses incurred have the right to participate 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 nominal party therein. ESCALON retains the right to participate, with counsel of its own choosing and choice at its own expense. Without limiting the provisions of Section 7.3 below, in any action Corixa agrees to cooperate with Introgen with respect to actions brought by Introgen under this Section 11.1. 11.2 In the event that LICENSEE shall institute an action for infringement of a Licensed Patent or defend a declaratory judgment or other action 7.2(a) at Introgen's request and expense. If Introgen decides to undertake such suit, then [*] received by Introgen in such Action with respect to a Licensed Patent, any portion of any resulting settlement payments or damages awarded which is received by LICENSEE, less LICENSEE’s actual outside attorney fees and other direct, out-of-pocket litigation expenses, including expenses due ESCALON for its participation in said litigation as provided under Section 11.1 infringement that occurred prior to the judgment awarding such amounts shall be [*]. (b) If Introgen elects 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. If LICENSEE has paid or pays so initiate 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 enforce the Licensed Patents against a commercially significant infringement of by a Licensed Patent Third Party within sixty the Field, within one hundred eighty (60180) days of a request by ESCALON Corixa to do so (or within so, Corixa may initiate such shorter period which might be required action at its expense; provided, however, that Corixa shall keep Introgen reasonably informed as to preserve the legal rights defense and/or settlement of ESCALON under such action, as requested from time to time by Introgen, and provided that there is not then ongoing a litigation in any country with respect to the laws of any relevant government or political subdivision thereof), then ESCALON Licensed Technology. Introgen shall have the right to take participate in any such action (including prosecution with counsel of a suitits own choice at its own expense. Introgen agrees to cooperate with Corixa with respect to actions brought by Corixa under this Section 7.2(b) at its expense Corixa's request and LICENSEE expense. If Corixa undertakes such suit, then, after deducting the costs incurred by Corixa in connection with such Action, Introgen shall be entitled to receive [*] of any amounts received by Corixa in such action. (c) Upon Introgen's reasonable request, Corixa agrees to use reasonable efforts efforts, including, but not limited to, with respect to the exercise of rights under the Columbia Agreement (as defined in Section 10.1) to cause Columbia (as defined in Section 10.1) to cooperate in such actionany suit, action or other proceeding under this Section 7.2, at LICENSEE’s Introgen's expense. In the event ESCALON elects to institute any such action or suit, LICENSEE agrees to be named as a nominal party therein. ESCALON shall 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 or by any third party with regard to any alleged infringement or noninfringement. LICENSEE shall in a timely manner keep ESCALON informed and provide copies to ESCALON of all documents regarding all such proceedings or actions instituted by LICENSEE.

Infringement. 11.1 During 22.1. So long as Licensee remains the exclusive licensee of any of the Patents in the Field of Use, Licensee shall have the right during the term of this Agreement, LICENSEE shall have the first option Agreement to police the Licensed Patents and Products against infringement within the Field of Use by other parties. This right to police includes defending any action for declaratory judgment of noninfringement or invalidity; and prosecuting, defending or settling all infringement and 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 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 commence an action for infringement of a Licensed Patent or defend a declaratory judgment or other action with respect to a Licensed Patentany of those Patents against any third party for any infringement occurring within the Field of Use, any portion of any resulting settlement payments or damages awarded which is received by LICENSEE, less LICENSEE’s actual outside attorney fees and other direct, out-of-pocket litigation expenses, including expenses due ESCALON for its participation in said litigation as provided under Section 11.1 (not to include any compensation paid to employees of LICENSEE or Sublicensees) paid and unrecovered by LICENSEE, that Licensee shall be paid 75% to LICENSEE and 25% to ESCALON. 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 provide Carnegie Mellon sixty (60) days days’ prior written notice of such infringement and of Licensee’s intent to file such action. Carnegie Mellon shall have the right at its own expense (subject to being reimbursed from any settlement amount or proceeds as provided herein) to appear in such action by counsel of its own selection. If required by the jurisdictional laws of the forum that any such action be prosecuted in the name of the owner of the Patent or that Carnegie Mellon be joined as a party, Carnegie Mellon shall appear; except that (a) if such appearance could subject Carnegie Mellon to any unrelated action or claim of a request by ESCALON to do so (third party or within such shorter period which might be required to preserve the legal rights of ESCALON under the laws of Licensee in that or any relevant government or political subdivision thereof)other jurisdiction, then ESCALON Carnegie Mellon shall have the right to take decline such appearance if Carnegie Mellon may legally do so in the opinions of external legal counsels for both Carnegie Mellon and Licensee; and (b) Carnegie Mellon shall have no obligation to appear, if external legal counsels for both Carnegie Mellon and Licensee agree that Carnegie Mellon has no obligation to appear, if the defendant in such action is Marvell Technology Group, Inc., or any direct or indirect subsidiary thereof, or any successor thereto (collectively, a “Marvell Entity”), or if the defendant in such action is accused of infringement as a result of the manufacture, use, importation into the United States, sale, offer of sale, or other disposition of products or processes sold or provided directly or indirectly by a Marvell Entity. Licensee shall hold Carnegie Mellon harmless from, and indemnify Carnegie Mellon against any liability, damage, loss, or expense that Carnegie Mellon suffers or incurs, including prosecution Carnegie Mellon’s attorneys’ fees and expenses, in connection with, in consequence of a suit) at its expense and LICENSEE shall use reasonable efforts to cooperate in or resulting from such action, at LICENSEE’s expenseand all liability, damage, loss, or expense suffered or incurred by Carnegie Mellon in connection with, in consequence of or resulting from such action, including reasonable compensation for the time of any Carnegie Mellon personnel, shall be paid by Licensee as the same is incurred by Carnegie Mellon. Settlement of any action brought by Licensee shall require the consent of Carnegie Mellon and any settlement amount or recovery for damages shall be applied as follows: (a) first, to reimburse the parties for their unreimbursed expenses in connection with the litigation; and (b) second, Carnegie Mellon shall receive compensation for unreimbursed time of any Carnegie Mellon personnel involved in the action; and (c) third, Carnegie Mellon shall receive the following percentage of the monies remaining: ten percent (10%). 22.2. In the event ESCALON elects that Licensee is unsuccessful in persuading an alleged infringer to institute desist or fails to initiate any infringement action contemplated by Section 22.1 within a reasonable time after Licensee first becomes aware of the basis for such action, Carnegie Mellon shall have the right, in its sole discretion, to prosecute such infringement action at its sole expense, and any settlement amount or suitrecovery shall belong to Carnegie Mellon. 22.3. Notwithstanding the pendency of any infringement (or other) claim or action by or against Licensee, LICENSEE agrees Licensee shall have no right to terminate or suspend (or escrow) payment of any amounts required to be named as a nominal party therein. ESCALON shall have full authority paid to settle on such terms as ESCALON shall determineCarnegie Mellon pursuant to this Agreement. 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 or by any third party with regard to any alleged infringement or noninfringement. LICENSEE shall in a timely manner keep ESCALON informed and provide copies to ESCALON of all documents regarding all such proceedings or actions instituted by LICENSEE.

Infringement. 11.1 During 6.1 Each party will notify the term other in writing of this Agreement, LICENSEE shall have any misappropriation or infringement of any rights in the Licensed Technology of which the party becomes aware. 6.2 The Licensee has the first option right (but is not obliged) to police take Legal Action at its own cost in relation to any misappropriation or infringement of any Licensed Technology that OUI has licensed exclusively to Licensee under this Agreement subject to any field restriction included in the rights granted in Clause 2.1. The 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 Patents Technology would otherwise be prejudiced or lost. 6.3 If the Licensee takes Legal Action under clause 6.2, the Licensee will: (a) except where any Legal Action arises directly as a result of a breach by OUI of the warranties in Clause 12.2, indemnify and Products 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 [***] of receipt; and (b) treat any account of profits or damages (including, without limitation, punitive damages) awarded in or paid to the Licensee under any settlement of the Legal Action for any misappropriation or infringement within of any rights included in the Field Licensed Technology as Net Sales for the purposes of Use clause 8, having first for these purposes deducted from the award or settlement an amount equal to any legal costs incurred by other parties. This right to police includes defending the Licensee in the Legal Action that are not covered by an award of legal costs; and (c) keep OUI regularly informed of the progress of the Legal Action, including, without limitation, any action for declaratory judgment claims affecting the scope of noninfringement or invalidity; and prosecuting, defending or settling all infringement and declaratory judgment actions the Licensed Technology. 6.4 OUI may take Legal Action at its expense and through counsel of its selection, except that own cost in relation to 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 misappropriation or reasonably required by ESCALON. In the event LICENSEE elects to institute any such action or suit, ESCALON agrees to be named as a nominal party therein. ESCALON retains the right to participate, with counsel of its own choosing and at its expense, in any action under this Section 11.1. 11.2 In the event that LICENSEE shall institute an action for infringement of a any rights included in the Licensed Patent Intellectual Property where: (a) the Licensee has notified OUI in writing that it does not intend to take any Legal Action in relation to any misappropriation or defend a declaratory judgment or other action with respect to a Licensed Patent, any portion infringement of any resulting settlement payments or damages awarded which is received by LICENSEE, less LICENSEE’s actual outside attorney fees and other direct, out-of-pocket litigation expenses, including expenses due ESCALON for its participation in said litigation as provided under Section 11.1 (not to include any compensation paid to employees of LICENSEE or Sublicensees) paid and unrecovered by LICENSEE, shall be paid 75% to LICENSEE and 25% to ESCALON. If LICENSEE has paid or pays an annual fee to ESCALON under Section 4.6 rights included 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 Licensed Technology under clause 6.2; (b) 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 right to take such action (including prosecution of a suit) at its expense and LICENSEE shall use reasonable efforts to cooperate in such action, at LICENSEE’s expense. In the event ESCALON elects to institute any such action or suit, LICENSEE agrees to be named as a nominal party therein. ESCALON shall 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 or by any third party having received professional advice with regard to any alleged Legal Action within [***] of the notification under clause 6.1, and consulted with OUI, the Licensee does not take reasonable steps to act upon an agreed process for dealing with such misappropriation or infringement or noninfringement. LICENSEE (which may include, for the avoidance of doubt, seeking a second opinion in respect of such professional advice) within any timescale agreed between OUI and the Licensee and in any event within [***] of notification under clause 6.1, OUI may take such Legal Action at its own cost provided it shall in a timely manner keep ESCALON informed not settle any action without first consulting with the Licensee and provide copies to ESCALON taking account of all documents regarding all such proceedings or actions instituted by LICENSEEthe reasonable observations and requests of the Licensee.

Infringement. 11.1 During 10.01 Alba and Company agree to notify each other promptly of each infringement or possible infringement of the term Patent Rights of this Agreementwhich either party becomes aware. 10.02 Company may (a) bring suit in its own name, LICENSEE shall have at its own expense, and on its own behalf for infringement of presumably valid claims in the first option Patent Rights licensed to police Company; (b) in any such suit, enjoin infringement and collect for its use damages, profits, and awards of whatever nature recoverable for such infringement; and (c) settle any claim or suit for infringement of the Licensed Patents Patent Rights. Company may not compel Alba to initiate or join in any such suit for patent infringement. Company may request Alba to initiate or join in any such suit if necessary to avoid dismissal of the suit. If Alba is made a party to any such suit, Company will reimburse and Products indemnify Alba for any costs, expenses, or fees which Alba incurs as a result of its joinder. In all cases, Company agrees to keep Alba reasonably apprised of the status and progress of any litigation. 10.03 If an infringement action or a declaratory judgment action alleging invalidity or non-infringement of any of the Patent Rights is brought against Company or raised by way of counterclaim or affirmative defense in an infringement within suit brought by Company under Section 10.02, Company may (a) defend the Field suit in its own name, at its own expense, and on its own behalf for presumably valid claims in the Patent Rights; (b) in any such suit, ultimately enjoin infringement and collect for its use, damages, profits, and awards of Use by other partieswhatever nature recoverable for such infringement; and (c) settle any claim or suit for damages or a declaratory judgment involving the Patent Rights, including the granting of further licenses on sublicenses, provided that Company does not admit Alba’s infringement or concede invalidation of any Patent Rights, without Alba’s prior written consent, respectively. This right Alba consent will not be unreasonably withheld. Company may not compel Alba to police includes defending 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 status and progress of any litigation. 10.04 Company will not settle any action for declaratory judgment 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 noninfringement or invalidity; Company and prosecutingAlba, defending or settling all infringement including costs, fees, attorney fees, and declaratory judgment actions at its expense and through counsel of its selectiondisbursements, except that any such settlement shall only will be made paid by Company. 10.05 Alba will cooperate reasonably 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 Company in connection with any such assistance rendered at LICENSEE’s request action under Sections 10.02 or reasonably required by ESCALON10.03. In the event LICENSEE elects to institute any such action or suit, ESCALON Alba agrees to be named as provide prompt access to all necessary documents and to render reasonable assistance in response to requests by Company. 10.06 Alba has a nominal party therein. ESCALON retains the continuing right to participate, with counsel of its own choosing and at its expense, intervene in any action a suit initiated by Company under this Section 11.1. 11.2 In the event that LICENSEE shall institute an action for infringement of a Licensed Patent 10.02 or defend in a declaratory judgment or other action with respect to a Licensed Patent, any portion of any resulting settlement payments or damages awarded which is received by 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 involving the Patent Rights brought against Company 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. 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 LICENSEE10. 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 right to take such action (including prosecution of a suit) at its expense and LICENSEE shall use reasonable efforts to cooperate in such action, at LICENSEE’s expense. In the event ESCALON elects to institute any such action or suit, LICENSEE agrees to be named as a nominal party therein. ESCALON shall 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 or by any third party with regard to any alleged infringement or noninfringement. LICENSEE shall in a timely manner keep ESCALON informed and provide copies to ESCALON of all documents regarding all such proceedings or actions instituted by LICENSEE.

Infringement. 11.1 During 8.1 Penwest shall promptly inform Mylan of any suspected infringement of any of the term Penwest Patents or the infringement or misappropriation of this Agreementthe TIMERx Production Technology by a third party, LICENSEE to the extent such infringement involves the manufacture, use or sale of the Designated Product in the Territory ("Covered Infringement"). Mylan shall promptly inform Penwest of any suspected infringement of any of the Penwest Patents or infringement or misappropriation of the TIMERx Production Technology, whether or not the same involves a Covered Infringement. 8.2 If the suspected infringement or misappropriation does not involve a Covered Infringement, Penwest may take, or refrain from taking, any action it chooses, with or without notice to Mylan, and Mylan shall have the first option to police the Licensed Patents and Products against infringement within the Field of Use by other parties. This no right to police includes defending take 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 actionssuspected infringement or misappropriation, provided LICENSEE shall reimburse ESCALON for out-of-pocket expenses incurred nor to any recoveries with respect thereto. If the suspected infringement or misappropriation involves a Covered Infringement, Penwest shall, within 30 days of the first notice referred to in connection with any such assistance rendered at LICENSEE’s request Section 8.1, inform Mylan whether or reasonably required by ESCALON. In the event LICENSEE elects not Penwest intends to institute suit against such third party with respect to a Covered Infringement. Mylan will not take any such action or suit, ESCALON agrees to be named as steps toward instituting suit against any third party involving a nominal party therein. ESCALON retains the right to participate, with counsel Covered Infringement until Penwest has informed Mylan of its intention pursuant to the previous sentence. 8.3 If Penwest notifies Mylan that it intends to institute suit against a third party with respect to a Covered Infringement, and Mylan does not agree to join in such suit as provided in Section 8.4, Penwest may bring such suit on its own choosing and shall in such event bear all costs of, and shall exercise all control over, such suit. Penwest may, at its expense, bring such action in any action under this Section 11.1the name of Mylan and/or cause Mylan to be joined in the suit as a plaintiff. Recoveries, if any, whether by judgment, award, decree or settlement, shall belong solely to Penwest. 11.2 In the event 8.4 If Penwest notifies Mylan that LICENSEE shall it desires to institute an action for infringement of a Licensed Patent or defend a declaratory judgment or other action suit against such third party with respect to a Licensed PatentCovered Infringement, and Mylan notifies Penwest within 30 days after receipt of such notice that Mylan desires to institute suit jointly, the suit shall be brought jointly in the names of both parties and all costs thereof shall be borne equally. Recoveries, if any, whether by judgment, award, decree or settlement, shall, after the reimbursement of each of Penwest and Mylan for its share of the joint costs in such action, be shared between Penwest and Mylan equally; provided however that, any portion of any resulting settlement payments such net recoveries which constitutes the equivalent of, or damages awarded which is received or payments in lieu of, a royalty measured by LICENSEEthe defendant's Net Sales shall not be shared equally, less LICENSEE’s actual outside attorney fees but shall be shared between Penwest and other directMylan in accordance with Section 4.3 as if they were Mylan's Net Sales. 8.5 If Penwest notifies Mylan that it does not intend to institute suit against such third party with respect to a Covered Infringement, out-Mylan may institute suit on its own. Mylan shall bear all costs of-pocket litigation expenses, including expenses due ESCALON and shall exercise all control over, such suit. Recoveries, if any, whether by judgment, award, decree or settlement, shall belong solely to Mylan; provided however that, after reimbursement of Mylan for its 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. 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 right to take such action (including prosecution of a suit) at its expense and LICENSEE shall use reasonable efforts to cooperate costs in such action, at LICENSEE’s expense. In any portion of such net recoveries which constitutes the event ESCALON elects equivalent of, or damages or payments in lieu of, a royalty measured by the defendant's Net Sales shall be shared between Penwest and Mylan in accordance with Section 4.3 as if they were Mylan's Net Sales. 8.6 Should either Penwest or Mylan commence a suit under the provisions of this Section 8 and thereafter elect to institute any such action or suitabandon the same, LICENSEE agrees it shall give timely notice to the other party, who may, if it so desires, be named joined as a nominal party thereinplaintiff in the suit (or continue as such if it is already one) and continue prosecution of such suit. ESCALON The sharing of expenses and any recovery of such suit shall have full authority to settle on such terms be as ESCALON shall determinereasonably agreed between Penwest and Mylan. 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 or by any third party with regard to any alleged infringement or noninfringement. LICENSEE shall in a timely manner keep ESCALON informed and provide copies to ESCALON of all documents regarding all such proceedings or actions instituted by LICENSEE.

Infringement. 11.1 During the term of this Agreement, LICENSEE shall have the first option to police the Licensed Patents and Products against infringement within the Field of Use by other parties. This right to police includes defending any 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 ESCALONMICHIGAN. ESCALON MICHIGAN shall provide reasonable assistance to LICENSEE with respect to such actions, provided LICENSEE shall reimburse ESCALON MICHIGAN for out-of-pocket expenses incurred in connection with any such assistance rendered at LICENSEE’s ’ request or reasonably required by ESCALONMICHIGAN. In the event LICENSEE elects to institute any such action or suit, ESCALON MICHIGAN agrees to be named as a nominal party therein. ESCALON MICHIGAN retains the right to participate, with counsel of its own choosing and at its expensechoosing, in any action under this Section Paragraph 11.1. 11.2 In the event that LICENSEE shall institute an action for infringement of a Licensed Patent or defend a declaratory judgment or other action with respect to a Licensed Patent, any portion of any resulting settlement payments or damages awarded which is received by LICENSEE, less LICENSEE’s actual outside attorney fees and other direct, out-of-pocket litigation expenses, including expenses due ESCALON MICHIGAN for its participation in said litigation as provided under Section Paragraph 11.1 (not to include any compensation paid to employees of LICENSEE or Sublicensees) paid and unrecovered by LICENSEE, shall be paid 75% to LICENSEE and 25% to ESCALONMICHIGAN. If LICENSEE has paid or pays an annual fee to ESCALON MICHIGAN under Section Paragraph 4.6 in the year in which a payment or award as set out above is received, then that annual fee may be credited by LICENSEE against the share of the payment or award otherwise due to ESCALONMICHIGAN, 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 MICHIGAN to do so (or within such shorter period which might be required to preserve the legal rights of ESCALON MICHIGAN under the laws of any relevant government or political subdivision thereof), then ESCALON MICHIGAN shall have the right to take such action (including prosecution of a suit) at its expense and LICENSEE shall use reasonable efforts to cooperate in such action, at LICENSEE’s ’ expense. In the event ESCALON MICHIGAN elects to institute any such action or suit, LICENSEE agrees to be named as a nominal party therein. ESCALON MICHIGAN shall have full authority to settle on such terms as ESCALON MICHIGAN shall determine, except that MICHIGAN shall not reach any settlement whereby it licenses a third party under any Licensed Patents in the Field of Use without the consent of LICENSEE, which consent can be withheld for any reason. Any portion of any resulting settlement payments or damages awarded which is received by MICHIGAN, less MICHIGAN’s actual outside attorney fees and other direct, out-of-pocket litigation expenses (not to include any compensation paid to employees of MICHIGAN) paid and unrecovered by MICHIGAN, and after payment to LICENSEE (such payment not to exceed the recovery or settlement amounts actually received by MICHIGAN) of any unrecovered expenses paid by LICENSEE at MICHIGAN’s request to third parties in furtherance of such actions, shall be paid 25% to LICENSEE and 75% to MICHIGAN. 11.4 LICENSEE shall promptly notify ESCALON MICHIGAN in writing in detail of the discovery of any allegation by a third party of infringement resulting from the practice of Licensed Patents, and of the initiation of any legal action by LICENSEE or by any third party with regard to any alleged infringement or noninfringement. LICENSEE shall in a timely manner keep ESCALON MICHIGAN informed and provide copies to ESCALON MICHIGAN of all documents regarding all such proceedings or actions instituted by LICENSEE.

Infringement. 11.1 During 9.1 Each party shall promptly inform the term other of this Agreement, LICENSEE shall have the first option to police any suspected infringement of any of the Licensed Patents or the infringement or misappropriation of Salk Confidential Technology by a third party, to the extent such infringement involves the manufacture, use, or sale of a Licensed Product in any applicable Exclusivity Period ("Covered Infringement"). Each party will also exert reasonable efforts to notify the other party of any suspected infringements of any of the Licensed Patents by a third party that do not involve a Covered Infringement. 9.2 If a suspected infringement or misappropriation does not involve a Covered Infringement, Salk may take, or refrain from taking, any action it chooses, with or without notice to Agritope, and Products against infringement within the Field of Use by other parties. This Agritope shall have no right to police includes defending take 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 actionssuspected infringement or misappropriation, provided LICENSEE shall reimburse ESCALON for out-of-pocket expenses incurred nor to any recoveries with respect thereto. Salk will exert reasonable efforts to keep Agritope informed of actions Salk may take as described in connection with any such assistance rendered at LICENSEE’s request the preceding sentence. If the suspected infringement or reasonably required by ESCALON. In misappropriation involves a Covered Infringement, Salk shall, within 30 days of the event LICENSEE elects first notice referred to in Section 9.1, inform Agritope whether or not Salk intends to institute suit against such third party with respect to a Covered Infringement. Agritope will not take any such action or suit, ESCALON agrees to be named as steps toward instituting suit against any third party involving a nominal party therein. ESCALON retains the right to participate, with counsel Covered Infringement until Salk has informed Agritope of its intention pursuant to the previous sentence. 9.3 If Salk notifies Agritope that it intends to institute suit against a third party with respect to a Covered Infringement, and Agritope does not agree to join in such suit as provided in Section 9.4, Salk may bring such suit on its own choosing and shall in such event bear all costs of, and shall exercise all control over, such suit. Salk may, at its expense, cause Agritope to be joined in any action under this Section 11.1the suit as a plaintiff. Recoveries, if any, whether by judgment, award, decree or settlement, shall belong solely to Salk. 11.2 In the event 9.4 If Salk notifies Agritope that LICENSEE shall it desires to institute an action for infringement of a Licensed Patent or defend a declaratory judgment or other action suit against such third party with respect to a Licensed PatentCovered Infringement, any portion and Agritope notifies Salk within 30 days after receipt of any resulting settlement payments such notice that Agritope desires to institute suit jointly, the suit shall be brought jointly in the names of both parties and all costs thereof shall be borne equally. Recoveries, if any, whether by judgment, award, decree or damages awarded which is received by LICENSEEsettlement, less LICENSEE’s actual outside attorney fees shall, after the reimbursement of each of Salk and other direct, out-of-pocket litigation expenses, including expenses due ESCALON Agritope 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. 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 right to take such action (including prosecution of a suit) at its expense and LICENSEE shall use reasonable efforts to cooperate joint costs in such action, at LICENSEE’s expense. In be shared between Salk and Agritope as the event ESCALON elects interests of the parties were affected by the infringement. 9.5 If, as the parties expect, Salk notifies Agritope that it does not intend to institute any suit against such action or suit, 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 or by any third party with regard respect to a Covered Infringement (or fails to give any alleged infringement notice in this respect or noninfringementto actually bring a suit against the third party), Agritope may institute suit on its own. LICENSEE Agritope shall bear all costs of, and shall exercise all control over, such suit. Recoveries, if any, whether by judgment, award, decree or settlement, shall belong solely to Agritope; provided, however, that any amounts recovered in excess of expenses shall be subject to the payment of royalties under Section 5.2.2. 9.6 Should either Salk or Agritope commence a suit under the provisions of this Section 9 and thereafter elect to abandon the same, it shall give timely manner keep ESCALON informed notice to the other party, who may, if it so desires, be joined as a plaintiff in the suit (or continue as such if it is already one) and provide copies to ESCALON continue prosecution of all documents regarding all such proceedings or actions instituted by LICENSEEsuit, provided, however, that the sharing of expenses and any recovery of such suit shall be as equitably agreed upon between Salk and Agritope.

Infringement. 11.1 During the term 11.2.1 Par and Advancis shall inform each other promptly in writing of this Agreementany alleged or suspected infringement by a Third Party of any of Advancis Patent Rights, LICENSEE shall have the first option Advancis Know-How or Program Developments, and of any available evidence thereof. 11.2.2 Subject to police the Licensed Patents Sections 11.2.3 and Products against infringement within the Field of Use by other parties. This right to police includes defending any action for declaratory judgment of noninfringement or invalidity; and prosecuting11.2.4, defending or settling all infringement and declaratory judgment actions Advancis may, at its expense sole option and through counsel expense, prosecute the infringement of its selectionany Advancis Patent Rights, except Advancis Know-How or Program Developments. 29 -------------------------------------------------------------------------------- 11.2.3 In the event that any such settlement a Third Party infringes Advancis Patent Rights, Advancis Know-How or Program Developments owned by Advancis by manufacture, sale or use of a Product in the Territory (a "PRODUCT INFRINGEMENT"), then the Parties shall only be made with the advice and consent of ESCALON. ESCALON shall provide reasonable assistance discuss whether or not to LICENSEE institute an infringement action 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 ESCALONProduct Infringement. In If the event LICENSEE elects Parties agree to institute any such action or a suit, ESCALON agrees then Advancis shall institute and control such suit including the settlement or compromise thereof. Par shall, at the request of Advancis, provide reasonable cooperation and, to the extent possible, have its employees testify when requested and make available relevant records, papers, information, Samples, specimens and the like. Advancis may join Par as a party, and Par shall execute all papers and perform such acts as may be reasonably required. The cost and expense of such suit shall be shared by the Parties equally. Any royalties, payments, damages, expense, fees or other awards (collectively, "DAMAGES"), received by Advancis and/or Par as a result of such suit, whether through judgment or settlement, shall first be used to reimburse each Party for its expenses associated with such infringement suit and then any remainder shall be shared by the Parties equally, with such share of the Damages to be named paid to the other party, as a nominal party therein. ESCALON retains applicable, as soon as practicable upon receipt of the right to participate, with counsel of its own choosing and at its expense, in any action under this Section 11.1Damages. 11.2 11.2.4 In the event that LICENSEE shall only Advancis does not agree to institute an action for a suit against a Product Infringement pursuant to Section 11.2.3 within [***] of being notified of such alleged or suspected infringement, Par may, at its option and expense prosecute such infringement of a Licensed any Advancis Patent Rights, Advancis Know-How or defend a declaratory judgment Program Developments owned by Advancis, provided that Par can demonstrate through any industry recognized survey that such sales of Product by the alleged or other action with respect to a Licensed Patentsuspected infringer in the Territory exceeds [***] of the sales in the Territory of the Product by Par during the most recently completed [***] and [***]. However, any portion of any resulting settlement payments or damages awarded which is received by LICENSEE, less LICENSEE’s actual outside attorney fees and other direct, out-of-pocket litigation expenses, including expenses due ESCALON for its participation in said litigation as provided under Section 11.1 (Par shall not to include any compensation paid to employees of LICENSEE or Sublicensees) paid and unrecovered by LICENSEE, prosecute such infringement if Advancis [***]. Such negotiation shall be paid 75% conducted between the Advancis and Par designees of the Executive Committee, and if agreement cannot be reached, such [***] will be determined in accordance with the dispute resolution process set forth in Section 17.2.2 herein. In any such infringement suit Par may institute to LICENSEE enforce Advancis Patent Rights, Advancis Know-How or Program Developments owned by Advancis, Advancis shall, at the request and 25% expense of Par, provide reasonable cooperation and, to ESCALONthe extent possible, have its employees testify when requested and make available relevant records, papers, information, Samples, specimens and the like. If LICENSEE has paid or pays an annual fee to ESCALON under Section 4.6 in the year in which Par may join Advancis as a payment or award party, and Advancis shall execute all papers and perform such acts as set out above is received, then that annual fee may be credited reasonably required, at the expense of Par. Par shall bear all the cost and expense of such suit and Par shall retain all payment, costs and damages received as a result thereof, whether by LICENSEE against judgment, settlement compromise or otherwise Par shall not have the share right to settle or compromise such action or take any steps that adversely affect the scope, validity, enforceability or ownership of Advancis Patent Rights or Advancis Know-How without the payment or award otherwise due to ESCALON, exactly as if that share represented additional royalties due from LICENSEEwritten consent of Advancis. 11.3 11.2.5 In the event that LICENSEE fails only Par does not agree to take action institute suit against a Product Infringement pursuant to ▇▇▇▇▇ any Section 11.2.3 within [***] of being notified of such 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)suspected infringement, then ESCALON Advancis shall have the right to take institute such action (including prosecution of a suit) an infringement suit at its cost and expense and LICENSEE to retain all payment, costs and damages received as a result thereof, whether by judgment, settlement compromise or otherwise. 11.2.6 In the event that a declaratory judgment action alleging invalidity or non-infringement of any Advancis Patent Rights, Advancis Know-How or Program Developments shall use reasonable efforts to cooperate in be brought against Advancis and/or Par, Advancis, [***] INDICATES MATERIAL THAT HAS BEEN OMITTED AND FOR WHICH CONFIDENTIAL TREATMENT HAS BEEN REQUESTED. ALL SUCH OMITTED MATERIAL HAS BEEN FILED WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 24b-2 UNDER THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED. 30 -------------------------------------------------------------------------------- at its option, shall have the right, within [***] after commencement of such action, to take over the sole defense of the action at LICENSEE’s its own expense. In the event ESCALON elects that Advancis does not so elect to institute take over the sole defense of the action at its own expense, Par shall be free to proceed and solely control such defense. To the extent that any Damages become payable to any Third Party as a result of such action action, whether through judgment or suitsettlement, LICENSEE agrees the Parties shall bear such Damages equally, and shall contribute such share as promptly as practicable. Any Damages received by Advancis and/or Par as a result of such action, whether through judgment or settlement, shall first be used to reimburse each Party for its expenses associated with such infringement suit not otherwise reimbursed and then any remainder shall be shared by the Parties equally, with such share of the Damages to be named paid to the other party, as a nominal party therein. ESCALON shall have full authority to settle on such terms applicable, as ESCALON shall determinesoon as practicable upon receipt of the Damages. 11.4 LICENSEE 11.2.7 In the event that a third party institutes any suit against Par and/or Advancis for patent infringement involving the Products, the Party sued shall promptly notify ESCALON the other Party in writing writing. Advancis shall assume the defense of such suit, provided, however, that if Par is also a defendant in detail such action and Par shall have reasonably concluded that there may be legal defenses available to it that are different from or additional to those available to Advancis, Par shall have the right to select separate counsel to participate in such legal defenses on Par's behalf. The Parties shall share the cost and expense of such defense equally. Each Party shall, at the other's request, provide to it reasonable assistance and cooperation with respect to any such suit. To the extent that any Damages become payable to any third party as a result of such action, whether through judgment or settlement, the Parties shall bear such Damages equally, and shall contribute such share as promptly as practicable. Any Damages received by Advancis and/or Par as a result of such action, whether through judgment or settlement, shall first be used to reimburse each Party for its expenses associated with such infringement suit not otherwise reimbursed and then any remainder shall be shared by the Parties equally, with such share of the discovery Damages to be paid to the other party, as applicable, as soon as practicable upon receipt of any allegation the Damages. 11.2.8 If either Party becomes aware of a patent or patent application that, when issued, might provide a basis for a Third Party argument that its valid rights are being infringed by the manufacture, use or sale of the Products hereunder, then such Party shall promptly inform the other Party of such patent or patent application, and the Parties shall cooperate with each other so that each Party can determine whether valid rights of a third party are likely to be infringed by the manufacture, use or sale of the Products hereunder. 11.2.9 If either Party believes that a license from a third party is necessary to avoid infringement resulting from of patents of the practice third party, the Executive Committee shall: 1) determine whether or not to seek such a license, 2) appoint a negotiator to negotiate the terms of Licensed Patentssuch a license, 3) determine whether or not to enter into such a license as negotiated by the negotiator, and 4) determine how the expenses of such a license shall be borne by the initiation of any legal action by LICENSEE or by any third party Parties. If the Executive Committee cannot agree with regard to any alleged infringement or noninfringementresponsibility set forth in the preceding sentence, such issue shall be determined by arbitration in accordance with Section 17.2.2. LICENSEE shall in a timely manner keep ESCALON informed and provide copies to ESCALON of all documents regarding all such proceedings or actions instituted by LICENSEE.[***] INDICATES MATERIAL THAT HAS BEEN OMITTED AND FOR WHICH CONFIDENTIAL TREATMENT HAS BEEN REQUESTED. ALL SUCH OMITTED MATERIAL HAS BEEN FILED WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 24b-2 UNDER THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED. 31 --------------------------------------------------------------------------------

Infringement. 11.1 During [12] Each Party shall promptly notify the term other Party of this Agreementany infringement of the Licensed Marks. If a Party files an infringement suit, LICENSEE the non-filing Party shall, at the filing Party’s request, join the filing Party in such action to redress and/or prevent such infringement and to provide reasonable cooperation in connection therewith. In such an action, the Party filing the suit shall control the proceedings and the Parties shall allocate fees, expenses, and recovery as follows: i. if the alleged infringement occurs in the Company Territory, Company shall be responsible for the fees and expenses and enjoy the recovery, if any; ii. if the alleged infringement occurs in the Licensee Territory, Licensee shall be responsible for the fees and expenses and enjoy the recovery, if any; or iii. if the alleged infringement occurs in both the Licensee Territory and the Company Territory, the Parties shall share the reasonable fees and expenses, [12] INFRINGEMENT Both licensee and licensor have an interest in finding and enforcing against unauthorized trademark use. The licensee does not want the first unauthorized products to divert from its sales. The licensor needs to worry about product quality and brand reputation (and the allegation of abandonment by naked licensing). Licensors will not want to give the licensee the option to police the Licensed Patents and Products against infringement within the Field of Use by other parties. This right to police includes defending bring 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 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 of a Licensed Patent or defend a declaratory judgment or other action with respect to the trademarks on its own as the licensor likely desires to make all legal decisions relating to the trademarks. Thus, parties tend to fight over these provisions a Licensed Patentlot, any portion of any resulting settlement payments or damages awarded which is received by LICENSEE, less LICENSEE’s actual outside attorney fees and other direct, out-of-pocket litigation expenses, including expenses due ESCALON for its participation in said litigation as provided under Section 11.1 (not to include any compensation paid to employees of LICENSEE or Sublicensees) paid and unrecovered by LICENSEE, shall be paid 75% to LICENSEE and 25% to ESCALON. 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 even though they may be credited by LICENSEE seldom invoked, because they can have large financial implications. Consequently, specifying in detail how each party should proceed if desiring to enforce against the share alleged infringement is a good idea. Generally speaking, non-exclusive licensees do not have standing to bring an infringement and recovery, if any, on a pro rata basis. action on behalf 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 right to take such action (including prosecution of a suit) at its expense and LICENSEE shall use reasonable efforts to cooperate in such action, at LICENSEE’s expense. In the event ESCALON elects to institute any such action or suit, LICENSEE agrees to be named as a nominal party therein. ESCALON shall 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 licensor against a third party of infringement resulting from the practice of Licensed Patents, and of the initiation of any legal action by LICENSEE or by any third party with regard to any alleged infringement or noninfringement. LICENSEE shall in a timely manner keep ESCALON informed and provide copies to ESCALON of all documents regarding all such proceedings or actions instituted by LICENSEEparty.

Infringement. 11.1 During 7.1 If any of the term Patents shall be declared to be infringing on another patent, declared invalid or revoked by a patent office, court or tribunal of this Agreementcompetent jurisdiction, LICENSEE all Royalties shall cease to be payable in respect of the Patent or Patents held infringing, invalid or revoked as from the date of such declaration or revocation but, if the decision of the court or tribunal making such declaration or revocation shall be reversed on appeal, the Royalties shall become payable from the date of such reversal together with all Royalties which would have been payable but for the first option to police adverse decision. 7.2 The parties shall promptly inform each other of any infringement or suspected infringement of any of the Licensed Patents and Products against infringement within the Field of Use by other parties. This right to police includes defending any action for declaratory judgment of noninfringement or invalidity; and prosecutingwhich they become aware. 7.3 Transense may, defending or settling all infringement and declaratory judgment actions at its expense and through counsel of its selection, except that any such settlement but shall only not 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 obliged to institute any such action or suit, ESCALON agrees to be named as suit against a nominal third 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 of a Licensed Patent the Patents or defend a declaratory judgment or other action with respect to a Licensed Patent, unlawful use of any portion of any resulting settlement payments or damages awarded which is received by LICENSEE, less LICENSEE’s actual outside attorney fees and other direct, out-of-pocket litigation expenses, including expenses due ESCALON for its participation in said litigation as provided under Section 11.1 (not to include any compensation paid to employees of LICENSEE or Sublicensees) paid and unrecovered by LICENSEE, shall be paid 75% to LICENSEE and 25% to ESCALON. 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 Confidential Information within one month 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 by SmarTire and, if it does commence such suit, it shall pursue the same with reasonable dispatch. If Transense does not institute such suit within such shorter period which might period, SmarTire may, but shall not be required obliged to preserve institute such suit in the name of Transense. 7.4 If Transense institutes and prosecutes to judgement any suit provided for in paragraph 7.3 hereof (and whether or not requested to do so by SmarTire), all recovery of damages in such lawsuits shall be payable to Transense unless otherwise agreed to in writing between the parties hereto. 7.5 If SmarTire institutes a suit for infringement of the Patents or unlawful use of the Confidential Information, all recovery of damages in such lawsuits shall be payable to SmarTire unless otherwise agreed to in writing between the parties hereto. 7.6 If both Transense and SmarTire jointly institute and prosecute to judgement any proceedings for unlawful use of the trade secrets herein above referred to, the parties hereto shall bear the cost of such lawsuit equally and all recovery of damages shall be payable equally to the parties hereto unless otherwise agreed to in writing. 7.7 Transense shall fully and effectively indemnify, defend and save harmless, SmarTire from all cost, damage, loss or expense suffered or incurred by SmarTire (including reasonable legal fees and disbursements invoiced to SmarTire), every action, suit or proceeding or claim instituted against SmarTire for infringement of the patent, copyright, trade secrets or other intellectual property rights of ESCALON under any third party, where such action, suit or proceeding or claim relates to SmarTire's use, manufacture and/or sale of the laws Technology as incorporated into the Products as contemplated herein. 7.8 Transense shall have control of any relevant government the defense of such lawsuit as specified in Clause 7.7. SmarTire shall assist Transense, at Transense's sole cost, in the defense of such suit or political subdivision thereof), then ESCALON action by providing information and witnesses as needed. SmarTire shall have the right to take such action (including prosecution of a suit) be represented by its own counsel at its expense and LICENSEE shall use reasonable efforts to cooperate in such action, at LICENSEE’s expense. In the event ESCALON elects to institute any such action or suit, LICENSEE agrees to be named as a nominal party therein. ESCALON shall have full authority to settle on such terms as ESCALON shall determine. 11.4 LICENSEE shall promptly notify ESCALON 7.9 Transense may not settle any lawsuit without the consent of SmarTire, if by such settlement SmarTire becomes obliged to make any monetary payment, to transfer any property or interest in writing in detail of the discovery of any allegation by a third party of infringement resulting from the practice of Licensed Patentsproperty, and of the initiation of any legal action by LICENSEE or by any third party with regard become subject to any alleged infringement or noninfringement. LICENSEE shall in a timely manner keep ESCALON informed and provide copies to ESCALON of all documents regarding all such proceedings or actions instituted by LICENSEEan injunction.

Infringement. 11.1 5.3.1 If either Party believes that an infringement by a Third Party with respect to any SBP Patent Right is occurring or may potentially occur, the knowledgeable Party will provide the other Party with (a) written notice of such infringement or potential infringement and (b) evidence of such infringement or potential infringement (the “Infringement Notice”). During the term of period in which, and in the jurisdiction where, Cerecor has exclusive rights under this Agreement, LICENSEE shall have neither SBP or Cerecor will notify such a Third Party (including the infringer) of infringement or put such Third Party on notice of the existence of Licensed Patent Rights without first option obtaining the written consent of the other Party. Both SBP and Cerecor will use their diligent efforts to police cooperate with each other to terminate such infringement without litigation. 5.3.2 If infringing activity of potential commercial significance has not been abated within ninety (90) days following the Licensed Patents and Products date the Infringement Notice for such activity was provided, then Cerecor may institute suit for patent infringement against infringement within the Field of Use by other partiesinfringer. This right Prior 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 commencing any such settlement action, Cerecor shall only be made consult with SBP and shall consider the advice views of SBP regarding the advisability of the proposed action and consent of ESCALONpotential effects on the public interest. ESCALON shall provide reasonable assistance to LICENSEE with respect to SBP may voluntarily join 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 subject to Cerecor reimbursing SBP’s Litigation Expenses, but may not thereafter commence suit against the infringer for the acts of infringement that are the subject of Cerecor’s suit or any judgment rendered in such suit; provided that SBP agrees to be named as a nominal third party thereinplaintiff, as the patentee, if necessary in cases in which it is required in order to sustain standing requirements. ESCALON retains Except as set forth in the right prior sentence, Cerecor may not join SBP in a suit initiated by Cerecor without SBP’s prior written consent. If in a suit initiated by Cerecor, SBP is involuntarily joined other than by Cerecor, then Cerecor and SBP may choose mutually agreeable co-counsel, and Cerecor will pay the Litigation Expenses incurred by SBP arising out of such suit, including any legal fees of co-counsel; provided that SBP and Cerecor each may engage separate counsel in addition to participateco-counsel at the engaging Party’s expense. Cerecor shall be free to enter into a settlement, with counsel consent judgment or other voluntary disposition, provided that any settlement, consent judgment or other voluntary disposition that (a) limits the scope, validity or enforcement of Licensed Patent Rights or (b) admits fault or wrongdoing on the part of Cerecor or SBP must be approved in advance by SBP in writing. Cerecor’s request for such approval shall include complete copies of final settlement documents, a detailed summary of such settlement, and any other information material to such settlement. SBP shall provide Cerecor notice of its own choosing approval or denial within thirty (30) days of any request for such approval by Cerecor, provided that, in the event SBP wishes to deny such approval, such notice shall include a detailed written description of SBP’s reasonable objections to the proposed settlement, consent judgment, or other voluntary disposition. 5.3.3 If, within one hundred and twenty (120) days following the date the Infringement Notice was provided, infringing activity of potential commercial significance has not been abated and if Cerecor has not brought suit against the infringer, then SBP may at its sole cost and expense, following consultation with and good faith consideration of any Cerecor comments, and only if Cerecor fails to provide a reasonable basis for its decision, institute suit for patent infringement against the infringer. If SBP institutes such suit, then Cerecor may not join such suit without the prior written consent of SBP and may not thereafter commence suit against the infringer for the acts of infringement that are the subject of SBP’s suit or any judgment rendered in such suit. SBP shall be free to enter into a settlement, consent judgment or other voluntary disposition, provided that any action settlement, consent judgment or other voluntary disposition that (a) limits the scope, validity or enforcement of Licensed Patent Rights, (b) admits fault or wrongdoing on the part of Cerecor or SBP must be approved in advance by SBP in writing or (c) grants the infringer or any Third Party a license or covenant not to ▇▇▇ under this Section 11.1any of the Licensed Patent Rights. SBP’s request for such approval shall include complete copies of final settlement documents, a detailed summary of such settlement, and any other information material to such settlement. Cerecor shall provide SBP notice of its approval or denial within thirty (30) days of any request for such approval by SBP, provided that, in the event Cerecor wishes to deny such approval, such notice shall include a detailed written description of Cerecor’s reasonable objections to the proposed settlement, consent judgment, or other voluntary disposition. 11.2 5.3.4 In the event that LICENSEE shall institute an action for infringement any SBP Patent Right is the subject of a Licensed Patent Biosimilar Application or defend a declaratory judgment or other action with respect the like, Cerecor and SBP will convene to a Licensed Patent, any portion of any resulting settlement payments or damages awarded which is received by LICENSEE, less LICENSEE’s actual outside attorney fees and other direct, out-of-pocket litigation expenses, including expenses due ESCALON mutually consider options 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 ESCALONresponse. 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 SBP and Cerecor cannot come to take action a mutually agreeable response, Cerecor will have unilateral rights to ▇▇▇▇▇ determine how and when respond. 5.3.5 Any recovery or settlement received in connection with any alleged suit for infringement of a any of the Licensed Patent within sixty Rights will be shared as follows: (60i) days first, 100% to the Party that filed the infringement suit or other enforcement action up to the total amount of a request Litigation Expenses incurred 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 right to take such action Party (including prosecution of a suit) at its expense and LICENSEE shall use reasonable efforts to cooperate in such action, at LICENSEE’s expense. In the event ESCALON elects to institute any such action or suit, LICENSEE agrees to be named as a nominal party therein. ESCALON shall have full authority to settle on such terms as ESCALON shall determine. 11.4 LICENSEE shall promptly notify ESCALON in writing in detail prior reimbursements of the discovery other Party’s Litigation Expenses, including any Litigation Expenses of any allegation by a third party of infringement resulting from the practice of Licensed Patentsco-counsel); (ii) second, and 100% of the initiation remaining balance after payment pursuant to clause (i) to the Party that did not file the infringement suit or other enforcement action up to the total amount of Litigation Expenses incurred by such Party and not already reimbursed by the other Party and (iii) third, the remaining balance after payment pursuant to clauses (i) and (ii) shall be allocated as follows: (a) for any legal action suit that is initiated by LICENSEE Cerecor and in which SBP was not a party in the litigation, such portion shall be treated as Sublicense Income with SBP receiving its applicable percentage thereof as set forth in Section 4.5 and Cerecor shall receive the remainder; and (b) for any suit that is initiated by Cerecor or SBP and that the other Party joins voluntarily (but only to the extent such voluntary joining is allowed under this Agreement or expressly by any third party with regard to any alleged infringement or noninfringement. LICENSEE shall the other Party in a timely manner keep ESCALON informed separate agreement) or involuntarily, the same percentage as the non-initiating party’s percentage of the total Litigation Expenses incurred by SBP and provide copies to ESCALON Cerecor, but in no event shall the non-initiating Party receive less than twenty five percent (25%) of all documents regarding all such proceedings or actions instituted by LICENSEErecovery, while the initiating party shall receive the remainder.

Infringement. 11.1 During the term (a) Monogram shall notify MW promptly of this Agreementany infringements, LICENSEE shall have the first option to police imitations or unauthorized use of the Licensed Patents and Products against infringement within the Field Marks by any credit provider(s) (collectively, "Infringements") of Use by other partieswhich Monogram becomes aware. 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 MW shall take such settlement shall only be made with the advice and consent of ESCALON. ESCALON shall provide steps as it deems 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 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 of a Licensed Patent or defend a declaratory judgment or other action with respect to a Licensed Patent, any portion of any resulting settlement payments or damages awarded which is received by 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. 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 circumstances 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)Infringements. Except as provided below, then ESCALON 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 take such action (including prosecution of a suit) participate at its expense and LICENSEE shall use reasonable efforts to cooperate any time in such action, at LICENSEE’s expenseproceedings. In the event ESCALON elects to institute that any damage, settlement and/or compensation are paid in connection with any such action or suitbrought by Monogram, LICENSEE agrees to Monogram shall first retain an amount reimbursing its expenses, any remaining amount shall be named as a nominal party therein. ESCALON divided equally between MW and Monogram. (b) MW shall have full authority the sole right, at its expense, to defend and settle on such terms as ESCALON shall determine. 11.4 LICENSEE shall promptly notify ESCALON in writing in detail any action that may be commenced against MW or Monogram alleging that use of the discovery Licensed Marks infringe any rights of others. In such event, Monogram shall, at the reasonable direction of MW, promptly discontinue its use of the Licensed Marks alleged to infringe rights of others. If MW does not give notice to Monogram of its intent to defend or settle such action against Monogram or affecting Monogram's use of the Licensed Marks within ninety (90) calendar days after notice thereof from Monogram, Monogram may defend the same, at its expense, provided that no settlement shall be made without the prior written approval of MW. Monogram shall advise MW periodically of the status of such action and promptly of any allegation by a third party of infringement resulting from material developments. MW reserves the practice of Licensed Patents, and of the initiation of right to participate at any legal action by LICENSEE time in such proceedings. It is understood that nothing in this Section 5.15(6)(b) is intended to limit or by any third party with regard to any alleged infringement or noninfringement. LICENSEE shall in a timely manner keep ESCALON informed and provide copies to ESCALON of all documents regarding all such proceedings or actions instituted by LICENSEEotherwise modify MW's indemnification obligation under SECTION 5.15(7)(a)) hereof.

Infringement. 11.1 During (a) in the term event a claim of this Agreementinfringement of a patent, LICENSEE copyright, trademark, license or other proprietary right, which directly results from incorporation of the Proprietary Information into the Playing Cards, is brought against USPCC, USPCC agrees to inform Sharps by written notice as soon as is practical and in any event within thirty (30) days. Sharps agrees to defend at its own expense any such suits against USPCC, its officers, employees and agents, and Sharps further agrees to indemnify and hold harmless USPCC, its officers, employees and agents from any and all damages, liability or expenses arising out of such claims of infringement of a patent, copyright, trademark, license or other proprietary right which is directly caused by use of the Proprietary Information in the Playing Cards. (b) In the event of a claim of infringement against USPCC arising from USPCC's use of the Proprietary Information, USPCC shall have the first option to police terminate this Agreement upon delivery of written notice to Sharps. (c) If, as a result of any claim of infringement of a patent, copyright, trademark, license or other proprietary right which directly results from incorporation of the Licensed Patents Proprietary Information into the Playing Cards, USPCC is temporarily restrained or enjoined from using the Proprietary Information, USPCC can not be terminated pursuant to the terms of paragraph 14(b) hereof and Products against infringement within no further royalties shall accrue while such temporary restraining order or injunction is in effect, unless USPCC continues to sell the Field of Use by other parties. This right to police includes defending any action for declaratory judgment of noninfringement or invalidity; and prosecutingPlaying Cards utilizing the Proprietary Information, defending or settling all infringement and declaratory judgment actions at its expense and through counsel of its selection, except that any such settlement in which case royalties 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 ESCALONcontinue. In the event LICENSEE elects a permanent, nonappealable, injunction is granted enjoining USPCC from manufacturing and selling the Playing Cards, this Agreement shall terminate upon the issuance of such permanent injunction. The provisions of this Section shall apply only if the infringement is caused directly by use of the Proprietary Information. USPCC agrees to institute take any reasonable actions required to be taken if by taking such action or suit, ESCALON infringement can be avoided. (d) USPCC agrees to be named inform Sharps by written notice as a nominal party therein. ESCALON retains the right to participatesoon as is practical, with counsel of its own choosing and at its expense, in any event within thirty (30) days, of any party which USPCC believes is using the Proprietary Information to manufacture and sell playing cards without authorization from Sharps. Sharps shall have two (2) months from receipt of the written notice to investigate the claim and either stop the unauthorized use or take legal action under this Section 11.1. 11.2 In to stop the event that LICENSEE shall institute unauthorized use. If Sharps chooses not to bring an action for infringement of a Licensed Patent or defend a declaratory judgment or other action with respect to a Licensed Patentagainst the unauthorized use, any portion of any resulting settlement payments or damages awarded which is received by LICENSEE, less LICENSEE’s actual outside attorney fees and other direct, out-of-pocket litigation expenses, including expenses due ESCALON for its participation it shall so notify USPCC in said litigation as provided under Section 11.1 writing within thirty (not to include any compensation paid to employees of LICENSEE or Sublicensees30) paid and unrecovered by LICENSEE, shall be paid 75% to LICENSEE and 25% to ESCALONdays. If LICENSEE has paid or pays an annual fee in USPCC's reasonable judgment, such use by a third party materially impairs the benefits accruing to ESCALON under Section 4.6 in the year in which a payment or award as set out above is receivedUSPCC hereunder, 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 USPCC shall have the right to take such terminate this Agreement after written notice to Sharps. If legal action (including prosecution is taken by Sharps, and at the conclusion of a suit) at its expense and LICENSEE shall use reasonable efforts the legal proceedings Sharps is unable to cooperate in such actionstop said unauthorized use, at LICENSEE’s expense. In the event ESCALON elects to institute any such action or suit, LICENSEE agrees to be named as a nominal party therein. ESCALON USPCC shall have full authority the right to settle on such terms as ESCALON shall determineterminate this Agreement after written notice to Sharps. 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 or by any third party with regard to any alleged infringement or noninfringement. LICENSEE shall in a timely manner keep ESCALON informed and provide copies to ESCALON of all documents regarding all such proceedings or actions instituted by LICENSEE.

Infringement. 11.1 During 22.1. So long as Licensee remains the exclusive licensee of any of the Patents in the Field of Use, Licensee shall have the right during the term of this Agreement, LICENSEE shall have the first option Agreement to police the Licensed Patents and Products against infringement within the Field of Use by other parties. This right to police includes defending any action for declaratory judgment of noninfringement or invalidity; and prosecuting, defending or settling all infringement and 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 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 commence an action for infringement of a Licensed 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 of Licensee’s intent to file such action. Carnegie Mellon shall have the right at its own expense (subject to being reimbursed from any settlement amount or proceeds as provided herein) to appear in such action by counsel of its own selection. If required by the jurisdictional laws of the forum that any such action be prosecuted in the name of the owner of the Patent or defend that Carnegie Mellon be joined as a declaratory judgment 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 other action with respect to a Licensed Patentexpense that Carnegie Mellon suffers or incurs, any portion of any resulting settlement payments or damages awarded which is received by LICENSEE, less LICENSEEincluding Carnegie Mellon’s actual outside attorney attorneys’ 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 connection with, in consequence of or resulting from such action and that if such appearance could subject Carnegie Mellon to include any compensation paid to employees unrelated action or claim of LICENSEE a third party or Sublicensees) paid and unrecovered by LICENSEE, shall be paid 75% to LICENSEE and 25% to ESCALON. If LICENSEE has paid Licensee in that 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 receivedany other jurisdiction, 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 Carnegie Mellon shall have the right to take decline such appearance. All liability, damage, loss, or expense suffered or incurred by Carnegie Mellon in accordance with the preceding sentence, including reasonable compensation for the time of any Carnegie Mellon personnel, shall be paid by Licensee as the same as incurred by Carnegie Mellon. Settlement of any action brought by Licensee shall require the consent of Carnegie Mellon and Licensee, which neither shall unreasonably withhold from the other, and any settlement amount or recovery for damages shall be applied as follows: (including prosecution 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 a suitany Carnegie Mellon personnel involved in the action; and (c) at its expense third, Carnegie Mellon shall receive two and LICENSEE shall use reasonable efforts to cooperate in such action, at LICENSEE’s expenseseven one hundreths percent (2.07%) of any monies remaining. 22.2. In the event ESCALON elects that Licensee is unsuccessful in persuading an alleged infringer to institute desist and fails to initiate any infringement action contemplated by Section 22.l within a reasonable time after Licensee first becomes aware of the basis for such action, Carnegie Mellon shall have the right, in its sole discretion, to prosecute such infringement action at its 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 of Carnegie Mellon’s intent to file such action. Licensee shall have the right at its own expense to appear in such action by counsel of its own selection. If Carnegie Mellon provides Licensee with such notice and Licensee fails to initiate an action against such third party prior to the commencement of an action by Carnegie Mellon, then any settlement amount or suitrecovery shall belong to Carnegie Mellon, LICENSEE agrees and Carnegie Mellon may settle said action without the consent of Licensee. 22.3. Notwithstanding the pendency of any infringement (or other) claim or action by or against Licensee, Licensee shall have no right to terminate or suspend (or escrow) payment of any amounts required to be named as a nominal party therein. ESCALON shall have full authority paid to settle on such terms as ESCALON shall determineCarnegie Mellon pursuant to this Agreement. 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 or by any third party with regard to any alleged infringement or noninfringement. LICENSEE shall in a timely manner keep ESCALON informed and provide copies to ESCALON of all documents regarding all such proceedings or actions instituted by LICENSEE.

Infringement. 11.1 During (a) Amarin shall promptly notify Chemport of any suspected or threatened infringement, misappropriation or other unauthorized use of the term Chemport Intellectual Property licensed by Chemport to Amarin under the Amarin License that comes to ▇▇▇▇▇▇’s attention. The notice shall set forth the facts of this Agreement, LICENSEE such suspected or threatened infringement in reasonable detail. Chemport shall have the first option sole right, but not the obligation, to police institute, prosecute and control, at its expense, any action or proceeding against the Licensed Patents Third-Party infringer of such Chemport Intellectual Property. If Chemport institutes an action against such infringer, Amarin shall give Chemport reasonable assistance and Products against infringement within authority to control, file and prosecute the Field of Use by other partiessuit as necessary at Chemport’s expense. This Amarin shall have the right to police includes defending participate in the applicable action or proceeding with its own counsel at its own expense and without reimbursement hereunder. If Amarin elects to so participate, Chemport shall provide Amarin with an opportunity to consult regarding such action or proceeding. (b) If Chemport elects not to bring any action or proceeding for declaratory judgment infringement, misappropriation or other unauthorized use of noninfringement or invalidity; the Chemport Intellectual Property licensed by Chemport to Amarin under the Amarin License, then it shall promptly advise Amarin of its decision, and prosecuting▇▇▇▇▇▇ thereafter shall have the right, defending or settling all infringement but not the obligation, to institute, prosecute and declaratory judgment actions 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 participate in the applicable action or proceeding with its own counsel at its own expense and through counsel of its selection, without reimbursement hereunder (except that for 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 costs and expenses incurred in connection with any such assistance rendered at LICENSEE’s request or reasonably required by ESCALON. In the event LICENSEE elects Chemport following its joinder as a party to institute any such action or suit, ESCALON agrees proceeding pursuant to be named Amarin’s reasonable request or as required by applicable Legal Requirements). If Chemport elects to participate (but is not joined as a nominal party thereinto such action or proceeding), Amarin shall provide Chemport with an opportunity to consult regarding such action or proceeding. ESCALON retains the right to participate, with counsel of its own choosing and at its expense, Amarin shall retain any damages or other monetary awards that it recovers in pursuing any action under this Section 11.18.4(b). 11.2 (c) In the event that LICENSEE shall institute an action for infringement of a Licensed Patent or defend a declaratory judgment either Party exercises the rights conferred in this Section 8.4 and recovers any damages or other sums in such action with respect or proceeding or in settlement thereof, such damages or other sums recovered shall first be applied to a Licensed Patent, any portion of any resulting settlement payments or damages awarded which is received by LICENSEE, less LICENSEE’s actual outside attorney fees and other direct, all out-of-pocket litigation expensescosts and expenses incurred by the Parties in connection therewith (including attorneys fees), including unless such Party is expressly not entitled to reimbursement under this Section 8.4. If such recovery is insufficient to cover all such costs and expenses 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 LICENSEEboth Parties, the controlling Party’s costs shall be paid 75% to LICENSEE and 25% to ESCALON. 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 full first before any of the payment or award otherwise due other Party’s costs. Each Party seeking reimbursement under this Section 8.4 shall furnish promptly to ESCALON, exactly as if that share represented additional royalties due from LICENSEEthe other Party appropriate documentation of its out-of-pocket costs and expenses incurred. 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 right to take such action (including prosecution of a suit) at its expense and LICENSEE shall use reasonable efforts to cooperate in such action, at LICENSEE’s expense. In the event ESCALON elects to institute any such action or suit, LICENSEE agrees to be named as a nominal party therein. ESCALON shall 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 or by any third party with regard to any alleged infringement or noninfringement. LICENSEE shall in a timely manner keep ESCALON informed and provide copies to ESCALON of all documents regarding all such proceedings or actions instituted by LICENSEE.

Infringement. 11.1 During [12] Each Party shall promptly notify the term other Party of this Agreementany infringement of the Licensed Marks. If a Party files an infringement suit, LICENSEE the non-filing Party shall, at the filing Party’s request, join the filing Party in such action to redress and/or prevent such infringement and to provide reasonable cooperation in connection therewith. In such an action, the Party filing the suit shall control the proceedings and the Parties shall allocate fees, expenses, and recovery as follows: if the alleged infringement occurs in the Company Territory, Company shall be responsible for the fees and expenses and enjoy the recovery, if any; if the alleged infringement occurs in the Licensee Territory, Licensee shall be responsible for the fees and expenses and enjoy the recovery, if any; or if the alleged infringement occurs in both the Licensee Territory and the Company Territory, the Parties shall share the reasonable fees and expenses, and recovery, if any, on a pro rata basis. [12] INFRINGEMENT Both licensee and licensor have an interest in finding and enforcing against unauthorized trademark use. The licensee does not want the first unauthorized products to divert from its sales. The licensor needs to worry about product quality and brand reputation (and the allegation of abandonment by naked licensing). Licensors will not want to give the licensee the option to police the Licensed Patents and Products against infringement within the Field of Use by other parties. This right to police includes defending bring 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 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 of a Licensed Patent or defend a declaratory judgment or other action with respect to the trademarks on its own as the licensor likely desires to make all legal decisions relating to the trademarks. Thus, parties tend to fight over these provisions a Licensed Patentlot, any portion of any resulting settlement payments or damages awarded which is received by LICENSEE, less LICENSEE’s actual outside attorney fees and other direct, out-of-pocket litigation expenses, including expenses due ESCALON for its participation in said litigation as provided under Section 11.1 (not to include any compensation paid to employees of LICENSEE or Sublicensees) paid and unrecovered by LICENSEE, shall be paid 75% to LICENSEE and 25% to ESCALON. 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 even though they may be credited by LICENSEE seldom invoked, because they can have large financial implications. Consequently, specifying in detail how each party should proceed if desiring to enforce against the share alleged infringement is a good idea. Generally speaking, non-exclusive licensees do not have standing to bring an infringement action on behalf 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 right to take such action (including prosecution of a suit) at its expense and LICENSEE shall use reasonable efforts to cooperate in such action, at LICENSEE’s expense. In the event ESCALON elects to institute any such action or suit, LICENSEE agrees to be named as a nominal party therein. ESCALON shall 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 licensor against a third party of infringement resulting from the practice of Licensed Patents, and of the initiation of any legal action by LICENSEE or by any third party with regard to any alleged infringement or noninfringement. LICENSEE shall in a timely manner keep ESCALON informed and provide copies to ESCALON of all documents regarding all such proceedings or actions instituted by LICENSEEparty.

Infringement. 11.1 During the term of this Agreement, LICENSEE NEPHRION shall have the first option to police the Licensed Patents and Products against infringement within the Field of Use by other parties. This right to police includes defending any 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 ESCALONMICHIGAN. ESCALON MICHIGAN shall provide reasonable assistance to LICENSEE NEPHRION with respect to such actions, provided LICENSEE ▇▇▇▇▇▇▇▇ shall reimburse ESCALON MICHIGAN for out-of-pocket expenses incurred in connection with any such assistance rendered at LICENSEE’s NEPHRION’ request or reasonably required by ESCALONMICHIGAN. In the event LICENSEE NEPHRION elects to institute any such action or suit, ESCALON MICHIGAN agrees to be named as a nominal party therein. ESCALON MICHIGAN retains the right to participate, with counsel of its own choosing choosing, and at its expenseown expense (including attorneys fees), in any action under this Section Paragraph 11.1. 11.2 In the event that LICENSEE ▇▇▇▇▇▇▇▇ shall institute an action for infringement of a Licensed Patent or defend a declaratory judgment or other action with respect to a Licensed Patent, any portion of any resulting settlement payments or damages awarded which is received by LICENSEE▇▇▇▇▇▇▇▇, less LICENSEE’s NEPHRION’ actual outside attorney fees and other direct, out-of-pocket litigation expenses, including expenses due ESCALON MICHIGAN for its participation in said litigation as provided under Section Paragraph 11.1 (not to include any compensation paid to employees of LICENSEE or SublicenseesNEPHRION) paid and unrecovered by LICENSEENEPHRION, shall be paid 7580% to LICENSEE NEPHRION and 2520% to ESCALONMICHIGAN. If LICENSEE NEPHRION has paid or pays an annual fee to ESCALON MICHIGAN under Section 4.6 Paragraph 4.1 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 ESCALONMICHIGAN, exactly as if that share represented additional royalties due from LICENSEENEPHRION. 11.3 In the event that LICENSEE ▇▇▇▇▇▇▇▇ fails to take action to ▇▇▇▇▇ any alleged infringement of a Licensed Patent within sixty (60) 60 days of a request by ESCALON MICHIGAN to do so (or within such shorter period which might be required to preserve the legal rights of ESCALON MICHIGAN under the laws of any relevant government or political subdivision thereof), then ESCALON MICHIGAN shall have the right to take such action (including prosecution of a suit) at its expense and LICENSEE NEPHRION shall use reasonable efforts to cooperate in such action, at LICENSEE’s NEPHRION’ expense. In the event ESCALON MICHIGAN elects to institute any such action or suit, LICENSEE ▇▇▇▇▇▇▇▇ agrees to be named as a nominal party therein. ESCALON MICHIGAN shall have full authority to settle on such terms as ESCALON MICHIGAN shall determine, except that MICHIGAN shall not reach any settlement whereby it licenses a third party under any Licensed Patent in the Field of Use without the consent of NEPHRION, which consent can be withheld for any reason. Any portion of any resulting settlement payments or damages awarded which is received by MICHIGAN, less MICHIGAN’s actual outside attorney fees and other direct out-of-pocket expenses, shall, after payment to NEPHRION (such payment not to exceed the recovery or settlement amounts actually received by MICHIGAN) of any unrecovered expenses paid by ▇▇▇▇▇▇▇▇ at MICHIGAN’s request to third parties in furtherance of such action, be paid 80% to MICHIGAN and 20% to NEPHRION. 11.4 LICENSEE NEPHRION shall promptly notify ESCALON MICHIGAN in writing in detail of the discovery of any allegation by a third party of infringement resulting from the practice of Licensed Patents, and of the initiation of any legal action by LICENSEE ▇▇▇▇▇▇▇▇ or by any third party with regard to any alleged infringement or noninfringement. LICENSEE ▇▇▇▇▇▇▇▇ shall in a timely manner keep ESCALON MICHIGAN informed and provide copies to ESCALON MICHIGAN of all documents regarding all such proceedings or actions instituted by LICENSEE▇▇▇▇▇▇▇▇.

Infringement. 11.1 During the term of this Agreement, LICENSEE shall have the first option to police the Licensed Patents and Products against infringement within the Field of Use by other parties. This right to police includes defending LIFECOMM will defend at its own expense 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 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 of a Licensed Patent or defend a declaratory judgment or other action with respect to a Licensed Patent, any portion of any resulting settlement payments or damages awarded which is received by 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. 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 right to take such action (including prosecution of a suit) at its expense and LICENSEE shall use reasonable efforts to cooperate in such action, at LICENSEE’s expense. In the event ESCALON elects to institute any such action or suit, LICENSEE agrees to be named as a nominal party therein. ESCALON shall 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 AMAC brought by a third party to the extent that the action is based upon a claim that the Device or any other component of infringement resulting from the practice AMAC Bundle infringes any copyrights or U.S. patents or misappropriates any trade secrets and LIFECOMM will pay those costs (including litigation costs and reasonable attorneys' fees) and damages finally awarded against AMAC in any such action, that are specifically attributable to such claim or those costs and damages agreed to in a monetary settlement of Licensed Patentssuch action. LIFECOMM further agrees to indemnify AMAC against any other costs and reasonable attorneys' fees incurred by AMAC, and its directors, officers, and employees in connection with such claim or action. The foregoing obligations are conditioned on AMAC notifying LIFECOMM promptly in writing of such action, AMAC giving LIFECOMM sole control of the initiation defense thereof and any related settlement negotiations, and AMAC cooperating and, at LIFECOMM’s reasonable request and expense, assisting in such defense; provided that a resolution of any legal action by LICENSEE claim that requires an admission of liability from AMAC will require AMAC’s prior written consent; and further provided that if AMAC determines that LIFECOMM has abandoned the defense of any such claim, AMAC shall have the right, in its own behalf, to adjust, settle, defend or by otherwise dispose of such claim, and LIFECOMM shall indemnify AMAC and its directors, officers, and employees against any third party costs and damages (including reasonable attorneys' fees) incurred with regard respect thereto. If the Device or any other component of the AMAC Bundle becomes, or in LIFECOMM’s opinion is likely to any alleged become, the subject of an infringement claim, LIFECOMM may, at its option and expense, either (i) procure for AMAC the right to continue exercising the rights licensed to AMAC in this Agreement; or noninfringement(ii) replace or modify the Device or other component of the AMAC Bundle, as applicable, so that it becomes non-infringing and remains functionally equivalent. LICENSEE shall in a timely manner keep ESCALON informed This subsection states LIFECOMM’s entire liability and provide copies AMAC’s sole and exclusive remedy for infringement claims and actions. *** denotes language for which American Medical Alert Corp. will request confidential treatment pursuant to ESCALON the rules and regulations of all documents regarding all such proceedings or actions instituted by LICENSEEthe Securities Act of 1933, as amended. Confidential portions portions have been omitted and will be filed separately with the Securities and Exchange Commission.

Infringement. 11.1 During (a) If either Party shall learn of a claim or assertion that the term manufacture, use, marketing, offer for sale or sale of the Product in the Territory infringes or otherwise violates the intellectual property rights of any Third Party (“Third Party Infringement Claim”), then the Party becoming so informed shall promptly, but in all events within […***…] days thereof, notify the other Party to this Agreement, LICENSEE Agreement of the Third Party Infringement Claim. It shall have be the first option sole responsibility of Horizon to police determine the Licensed Patents nature of and Products direct any defense against infringement within the Field of Use by other parties. This right to police includes defending any action for declaratory judgment of noninfringement or invalidity; and prosecuting, defending or settling all infringement and 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 Third Party Infringement Claim with respect to the Product, at Horizon’s sole cost and expense and at its election and discretion. In the event any Third Party Infringement Claim is filed against Horizon with respect to the Product, Mallinckrodt shall cooperate with Horizon in the defense of such actionsaction at the reasonable cost and expense of Horizon if requested by Horizon. (b) In the event of any infringement of Horizon’s patent or other intellectual property rights related to the Product or the manufacture, provided LICENSEE use, marketing, offer for sale or sale of such 50 *** Confidential Treatment Requested Product in the Territory, which infringement involves a product that could or does compete with the Product and/or could adversely affect either or both of the Parties’ interests under this Agreement with respect to the Product (including a Paragraph IV Notice received as a result of an Abbreviated New Drug Application filed by a Third Party for a generic version of the Product), Horizon shall, in its sole discretion, determine whether or not and in what manner to take appropriate legal action to redress such infringement (an “Enforcement Action”). In the event any such Enforcement Action is initiated, Horizon shall use commercially reasonable efforts to prosecute such matter and Horizon shall keep Mallinckrodt promptly informed regarding such Enforcement Action. At Horizon’s reasonable request, Mallinckrodt shall cooperate fully with Horizon with respect to any such Enforcement Action, and Horizon shall reimburse ESCALON Mallinckrodt for its reasonable out-of-pocket costs and expenses incurred in connection with any providing such assistance rendered at LICENSEE’s request or reasonably required by ESCALONcooperation. In the event LICENSEE elects to institute any such action or suit, ESCALON agrees to be named Any recovery received as a nominal party therein. ESCALON retains the right to participate, with counsel of its own choosing and at its expense, in any action under this Section 11.1. 11.2 In the event that LICENSEE shall institute an action for infringement of a Licensed Patent or defend a declaratory judgment or other action with respect to a Licensed Patent, any portion result of any resulting settlement payments or damages awarded which is received by LICENSEE, less LICENSEE’s actual outside attorney fees and other direct, out-of-pocket litigation expenses, including expenses due ESCALON for its participation in said litigation as provided under Section 11.1 (not Enforcement Action shall belong 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. 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 LICENSEEHorizon. 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 right to take such action (including prosecution of a suit) at its expense and LICENSEE shall use reasonable efforts to cooperate in such action, at LICENSEE’s expense. In the event ESCALON elects to institute any such action or suit, LICENSEE agrees to be named as a nominal party therein. ESCALON shall 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 or by any third party with regard to any alleged infringement or noninfringement. LICENSEE shall in a timely manner keep ESCALON informed and provide copies to ESCALON of all documents regarding all such proceedings or actions instituted by LICENSEE.

Infringement. 11.1 During 7.1 If either party shall determine that there is a probable infringement of any of the term Intellectual Property by a Third Party, that party shall promptly notify the other party in writing of this Agreementthe infringement, 7.2 SGK, LICENSEE on discovery or notification of such infringement, shall, with reasonable promptness, refer the matter to its intellectual property counsel to perform an infringement evaluation and determine the likelihood of success on the merits of an infringement claim. At its option and its expense, NANO may retain its own intellectual property counsel to conduct an independent evaluation or to consult with SGK's intellectual property counsel regarding the evaluation under a suitable joint privilege agreement. 7.3 If SGK determines that the facts pertaining to infringement and the likelihood of success of any action warrants taking legal action against an infringer, SGK shall advise NANO in writing of such determination prior to taking any legal action. If SGK determines that the facts pertaining to infringement and the likelihood of success of any action do not warrant taking legal action, it shall so advise NANO. If SGK decides not to pursue legal action, NANO shall have the first option to police elect to bring an infringement action at its own cost and expense. If NANO decides not to bring litigation for patent infringement, SGK shall not hold NANO liable for lack of infringement litigation. 7.4 The parties agree to fully cooperate with and assist each other in any infringement action under the Licensed Patents Intellectual Property. If one party brings an infringement action against a Third Party ("litigating party"), the other party, in order to assist in bringing and Products against maintaining the suit, shall: (1) join as a party, if necessary to the maintenance of the infringement within action; (ii) grant all lawful permissions and sign all lawful documents necessary in the Field of Use by other parties. This right litigating party's judgment to police includes defending any action for declaratory judgment of noninfringement or invalidityprosecute the action; and prosecuting, defending or settling (iii) give 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 truthful testimony requested by 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 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 11.1litigating party. 11.2 In 7.5 If any infringement action taken shall prove successful and the event that LICENSEE litigating party shall institute an action for infringement of a Licensed Patent or defend a declaratory collect monies by judgment or settlement, and provided the other action party complies with respect to a Licensed PatentSection 7.4, any portion of any resulting settlement payments or damages awarded which is received by LICENSEE, less LICENSEE’s actual outside attorney the litigating shall: (1) deduct its intellectual property counsel fees and other direct, out-of-pocket litigation expenses, including reasonable expenses due ESCALON for its participation in said litigation as provided under Section 11.1 (not attendant 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. 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 right to take such action (including prosecution of a suit) at its expense and LICENSEE shall use reasonable efforts to cooperate in such action, at LICENSEE’s expense. In including without limitation expert fees; and (ii) then shall pay to the event ESCALON elects to institute any such action other party twenty-five (25%) percent of the balance of monies collected by judgment or suit, LICENSEE agrees to be named as a nominal party therein. ESCALON shall have full authority to settle on such terms as ESCALON shall determinesettlement. 11.4 LICENSEE shall promptly notify ESCALON in writing in detail 7.6 Neither party may settle an infringement claim without the prior approval of the discovery other party if such settlement would affect the rights of any allegation by a third the other party of infringement resulting from in the practice of Licensed Patents, and of the initiation of any legal action by LICENSEE or by any third party with regard to any alleged infringement or noninfringement. LICENSEE shall in a timely manner keep ESCALON informed and provide copies to ESCALON of all documents regarding all such proceedings or actions instituted by LICENSEE.

Infringement. 11.1 5.4.1 If either Party believes that an infringement by a Third Party with respect to any Penn Patent Right is occurring or may potentially occur, the knowledgeable Party will provide the other Party with: (a) written notice of such infringement or potential infringement; and (b) evidence of such infringement or potential infringement (the “Infringement Notice”). During the term of period in which, and in the jurisdiction where, Licensee has exclusive rights under this Agreement, LICENSEE shall have neither Penn or Licensee will notify such a Third Party (including the infringer) of infringement or put such Third Party on notice of the existence of Penn Patent Rights without first option to police the Licensed Patents providing an Infringement Notice and Products against infringement within the Field of Use by other parties. This right to police includes defending any action for declaratory judgment of noninfringement or invalidity; and prosecuting, defending or settling all infringement and declaratory judgment actions at its expense and through counsel of its selection, except that any such settlement shall only be made otherwise complying 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 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 of a Licensed Patent or defend a declaratory judgment or other action with respect to a Licensed Patent5.4; provided that, any portion of any resulting settlement payments or damages awarded which is received by LICENSEE, less LICENSEE’s actual outside attorney fees and other direct, out-of-pocket litigation expenses, including expenses due ESCALON for its participation in said litigation as provided under Section 11.1 (not to include any compensation paid to employees of LICENSEE or Sublicensees) paid and unrecovered by LICENSEE, Licensee shall be paid 75% entitled to LICENSEE take such actions (including notifying Third Parties of infringement) as are reasonably necessary to timely comply with and 25% to ESCALON. If LICENSEE has paid or pays an annual fee to ESCALON preserve all rights under Section 4.6 the Biologics Price Competition and Innovation Act in the year United States and comparable laws 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 other applicable countries. Without limiting Licensee’s right to take such action (including prosecution of a suit) at its expense actions as described above, both Penn and LICENSEE shall Licensee will use reasonable efforts to cooperate with each other to terminate such infringement without litigation if the Parties mutually agree that such avoidance is appropriate under the circumstances. 5.4.2 If infringing activity of potential commercial significance, as reasonably determined by Licensee, has not been abated within [**] following the date the Infringement Notice for such activity was provided or, if Licensee determines that an earlier institution of suit is reasonably necessary to timely comply with and preserve all rights under the Biologics Price Competition and Innovation Act in the United States or comparable laws in other applicable countries, then during the period in which, and in the jurisdiction where, Licensee has exclusive rights under this Agreement, Licensee may institute suit for patent infringement against the infringer at such earlier time. Penn may voluntarily join (but not control) such suit at Licensee’s expense (provided that, if Penn joins such suit voluntarily and, absent a bona fide conflict of interest of the Parties, does not agree to be represented by Licensee’s counsel in such actionsuit, Penn and not Licensee shall pay the costs and expenses of such representation by Penn’s counsel), but Penn may not thereafter commence suit against the infringer for the acts of infringement that are the subject of Licensee’s suit or any judgment rendered in such suit. Licensee may not join Penn in a suit initiated by Licensee without Penn’s prior written consent, such consent not to be unreasonably withheld, unless Penn’s joinder is reasonably necessary for Licensee to bring, maintain or establish damages in such suit, in which case Licensee may join Penn in such suit at LICENSEELicensee’s expense. In If in a suit initiated by Licensee, Penn is involuntarily joined other than by Licensee, then Licensee will pay any costs incurred by Penn arising out of such suit, including any legal fees of counsel that Penn selects and retains to represent it in the suit that is reasonably acceptable to Licensee. Licensee shall be free to enter into a settlement, declaratory judgment, consent judgment or other voluntary disposition, provided that any settlement, declaratory judgment, consent judgment or other voluntary disposition that: (i) limits the scope, validity or enforcement of Penn Patents; or (ii) admits fault or wrongdoing on the part of Penn must be approved in advance by Penn in writing. Licensee’s request for such approval shall include complete copies of final settlement documents, a detailed summary of such settlement, and any other information material to such settlement. Penn shall provide Licensee notice of its approval or denial within [**] of any request for such approval by Licensee, provided that: (x) in the event ESCALON elects Penn wishes to deny such approval, such notice shall include a detailed written description of Penn’s reasonable objections to the proposed settlement, consent judgment, or other voluntary disposition; and (y) Penn shall be deemed to have approved of such proposed settlement, declaratory judgment, consent judgment, or other voluntary disposition in the event it fails to provide such notice within such [**] period in accordance herewith. 5.4.3 If, within [**] following the date the Infringement Notice was provided, infringing activity of potential commercial significance has not been abated and if Licensee has not brought suit against the infringer, then Penn may institute any suit for patent infringement against the infringer, provided that, if the appropriate action(s) under the Biologics Price Competition and Innovation Act in the United States or comparable laws in other applicable countries reasonably should be taken at later date(s), Penn shall not institute suit for patent infringement against the infringer. If Penn institutes such action or suit, LICENSEE agrees to be named as a nominal party therein. ESCALON shall have full authority to settle on then Licensee may not join such terms as ESCALON shall determinesuit without the prior written consent of Penn and may not thereafter commence suit against the infringer for the acts of infringement that are the subject of Penn’s suit or any judgment rendered in such suit. 11.4 LICENSEE shall promptly notify ESCALON 5.4.4 Notwithstanding Sections 5.4.2 and 5.4.3, in writing the event that any Penn Patent Rights are infringed by a Third Party: (a) prior to the First Commercial Sale of a Product in detail the United States; or (b) if any of the discovery infringed Penn Patent Rights are also licensed by Penn to a Third Party prior to any enforcement action being taken by either Party regarding such infringement, the Parties shall discuss, and will mutually agree, in writing, as to how to handle such infringement by such Third Party. ​ 5.4.5 Any recovery or settlement received in connection with any suit will first be shared by Penn and Licensee equally to cover any litigation costs each incurred and next shall be paid to Penn or Licensee to cover any litigation costs it incurred in excess of the litigation costs of the other. Any remaining recoveries shall be allocated as follows: For any allegation portion of the recovery or settlement, other than for amounts attributable and paid as enhanced damages for willful infringement: (a) for any suit that is initiated by Licensee and in which Penn was not a party in the litigation, Penn shall receive [**] percent ([**]%) of the recovery and the Licensee shall receive the remainder; and (b) for any suit that is initiated by the Licensee or Penn and that the other Party joins voluntarily (but only to the extent such voluntary joining is allowed under this Agreement or expressly by the other Party in a separate agreement) or involuntarily, the non-initiating party shall receive its percentage of the total litigation costs incurred by Penn and Licensee, but in no event shall the non-initiating Party receive less than [**] percent ([**]%) of such recovery, while the initiating party shall receive the remainder. For any portion of the recovery or settlement paid as enhanced damages for willful infringement: (c) for any suit that is initiated by Licensee or Penn and the other Party joins voluntarily (but only to the extent such voluntary joining is allowed under this Agreement or expressly by the other Party in a separate agreement) or involuntarily, Penn shall receive [**] percent ([**]%) and Licensee shall receive the remainder; and (d) for any suit that is initiated by Licensee and in which Penn was not a party in the litigation, Penn shall receive [**] percent ([**]%) and Licensee shall receive the remainder. For any portion of the recovery or settlement received in connection with any suit that is initiated by Penn and in which Licensee was not a party in the litigation, any recovery in excess of litigation costs will belong to Penn. 5.4.6 Each Party will reasonably cooperate and assist with the other in litigation proceedings instituted hereunder but at the expense of the Party who initiated the suit (unless such suit is being jointly prosecuted by the Parties). For any suit that is initiated by Licensee, if Penn is subjected to third party discovery related to the Penn Patent Rights or Products licensed to Licensee hereunder, Licensee will pay Penn’s documented out of infringement resulting from the practice of Licensed Patents, and of the initiation of any legal action by LICENSEE or by any third party pocket expenses with regard respect to any alleged infringement or noninfringement. LICENSEE shall in a timely manner keep ESCALON informed and provide copies to ESCALON of all documents regarding all such proceedings or actions instituted by LICENSEEsame.

Infringement. 11.1 During PROPRIETARY INFORMATION The Information contained herein is for the term use of this AgreementSBC Operations, LICENSEE shall have Inc. (and its Affiliated Companies) and Concentric Network Corporation only and is not for disclosure without prior written approval. (a) In the first option to police event of any claim or allegation against SBC for any infringement or misappropriation of any third party copyright, patent, trademark, trade secret by reason of, and in the Licensed Patents exercise by SBC of the rights and Products against infringement within the Field of Use by other parties. This right to police includes defending any action for declaratory judgment of noninfringement or invalidity; and prosecuting, defending or settling all infringement and 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 licenses granted herein with respect to Products and Services provided by CNC, hereunder, CNC will, at its expense, indemnify SBC and defend such actionsclaim, and pay any costs, expenses and finally awarded damages in connection therewith, including the reasonable fees and expenses of the attorneys for such defense provided that SBC will cooperate with CNC in connection therewith and notify CNC of such claim or action within a reasonable time. The foregoing will not limit SBC's ability to participate in any such action at its own expense, and CNC will keep SBC informed of, and will consult with, any independent attorneys appointed by SBC, regarding such litigation. CNC may not agree to any settlement that would or might have any effect upon SBC or its affiliates without first obtaining SBC's consent in writing. (b) If the permitted use by SBC of Products and Services provided by CNC, has become, or in CNC's opinion is likely to become, the subject of any claim of such infringement, CNC may at its option and expense either (i) procure for SBC the right to continue using the Products and Services provided by CNC , (ii) replace or modify Products and Services provided by CNC to make them non-infringing, provided LICENSEE shall reimburse ESCALON that such modified Products and Services are equal or superior to the unmodified Products and Services in all material respects, (iii) substitute an equivalent for out-of-pocket expenses incurred Products and Services provided by CNC provided that such replacement Products and Services are equal or superior to the original Products and Services in connection with any such assistance rendered at LICENSEE’s request or reasonably required by ESCALONall material respects . In the event LICENSEE elects CNC does not comply with the foregoing, SBC may terminate or modify this Agreement and without limiting SBC's other remedies, CNC will reimburse SBC for any damages related to institute replacement of infringing Products and Services. (c) CNC will not have any liability to SBC if any allegation of infringement is based upon (a) the interconnection and/or modification and/or use of Products or Services, or associated documentation in combination with other devices not furnished by CNC and which have not been disclosed to CNC as part of SBC's proposed configuration where the Product, Service or associated documentation would not by itself be infringing, or (b) if the infringement arises out of compliance with SBC's specifications or designs or out of modifications made to the Product or Service or associated documentation, unless such action or suitmodifications are made by CNC. PROPRIETARY INFORMATION The Information contained herein is for the use of SBC Operations, ESCALON agrees to be named as a nominal party therein. ESCALON retains the right to participateInc. (and its Affiliated Companies) and Concentric Network Corporation only and is not for disclosure without prior written approval. (d) SBC will, with counsel of its own choosing and at its expense, indemnify CNC and defend claims of infringement, and pay any costs, expenses and finally awarded damages in any action under this Section 11.1. 11.2 In connection with SBC provided third party software for which and to the event extent that LICENSEE shall institute an action for infringement of a Licensed Patent or defend a declaratory judgment or other action SBC has received indemnification from the applicable third party and SBC proprietary software utilized in connection with respect to a Licensed Patent, any portion of any resulting settlement payments or damages awarded which is received by LICENSEE, less LICENSEE’s actual outside attorney the Products and Services including the reasonable fees and other direct, out-of-pocket litigation expenses, including expenses due ESCALON of CNC attorneys 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. 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 LICENSEEsuch defense. 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 right to take such action (including prosecution of a suit) at its expense and LICENSEE shall use reasonable efforts to cooperate in such action, at LICENSEE’s expense. In the event ESCALON elects to institute any such action or suit, LICENSEE agrees to be named as a nominal party therein. ESCALON shall 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 or by any third party with regard to any alleged infringement or noninfringement. LICENSEE shall in a timely manner keep ESCALON informed and provide copies to ESCALON of all documents regarding all such proceedings or actions instituted by LICENSEE.

Infringement. 11.1 During the term of this Agreement, LICENSEE shall have has the first option to police the Licensed Patents and Products against infringement by other parties within the Territory and the Field of Use by other partiesUse. This right to police includes defending any action for declaratory judgment of noninfringement or invalidity; and prosecuting, defending or settling all infringement and declaratory judgment actions at its expense and through counsel of its selection, except that LICENSEE shall make any such settlement shall only be made with the advice and consent of ESCALONMICHIGAN. ESCALON MICHIGAN shall provide reasonable assistance to LICENSEE with respect to such actions, provided but only if LICENSEE shall reimburse ESCALON reimburses MICHIGAN for reasonable out-of-pocket expenses incurred in connection with any such assistance rendered at LICENSEE’s request or reasonably required by ESCALON's request. In the event If LICENSEE elects to institute any such action or suit, ESCALON MICHIGAN agrees to be named as a nominal party therein. ESCALON MICHIGAN retains the right to participate, with counsel of its own choosing and at its own expense, in any action under this Section 11.1Paragraph 11. 1. LICENSEE has full authority to settle on such terms as LICENSEE determines. 11.2 In the event that If LICENSEE shall institute institutes an action for infringement of a Licensed Patent or defend defends a declaratory judgment or other action with respect to a Licensed Patent, any portion of any resulting Patent and receives settlement payments or damages awarded which is received by LICENSEEawarded, less LICENSEE’s LICENSEE may first recover 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 SublicenseesAffiliates) paid and unrecovered by LICENSEE, shall be paid 75% to LICENSEE and 25shall pay to MICHIGAN [***]% to ESCALONof any remaining such receipts. If LICENSEE has paid or pays an annual fee to ESCALON MICHIGAN under Section 4.6 Paragraph 4.5 in the same year in which LICENSEE receives a payment or award as set out above is receivedabove, then LICENSEE may credit that annual fee may be credited by LICENSEE against the share of the payment or award otherwise due to ESCALONMICHIGAN, exactly as if that share represented additional royalties due from LICENSEE. 11.3 In the event that If LICENSEE fails to take action to ▇▇▇▇▇ abate any alleged infringement of a Licensed Patent within wi▇▇▇▇ sixty (60) days of a request by ESCALON MICHIGAN to do so (or within such a shorter period which might be if required to preserve the legal rights of ESCALON MICHIGAN under the laws of any relevant government or political subdivision thereof), then ESCALON shall have MICHIGAN has the right to take such action (including prosecution of a suit) at its expense and LICENSEE shall use reasonable efforts to cooperate in such action, at LICENSEE’s MICHIGAN's expense. In the event ESCALON If MICHIGAN elects to institute any such action or suit, LICENSEE agrees to be named as a nominal party therein. ESCALON shall have full authority LICENSEE retains the right to settle on such terms as ESCALON shall determineparticipate, with counsel of its own choosing and at its own expense, in any action under this Paragraph 11. 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 or by any third party with regard to any alleged infringement or noninfringement. LICENSEE shall in a timely manner keep ESCALON informed and provide copies to ESCALON of all documents regarding all such proceedings or actions instituted by LICENSEE.

Infringement. 11.1 During 6.1 Each party agrees to promptly provide written notice to the term other party if such party becomes aware of any infringement of Patent Rights. 6.2 AGTC shall have the sole and exclusive right to undertake the enforcement and/or defense of the Patent Rights outside of the Icagen Field in its sole discretion and at its sole expense. Any recovery by AGTC in any such action shall belong solely to AGTC 6.3 Icagen shall have the primary right, at its sole expense, to undertake the enforcement of the Patent Rights against any infringement of the Patent Rights in the Icagen Field, including without limitation, the right to settle the infringement or misappropriation suit by sublicensing the Patent Rights the alleged infringer (but only in accordance with the provisions of this Agreement, LICENSEE shall have the first option to police the Licensed Patents and Products against infringement within the Field of Use ) or by other partiesmeans reasonably acceptable to Icagen. This right If Icagen undertakes enforcement of the Patent Rights in the Icagen Field, any recovery by Icagen in such action shall belong solely to police includes defending any Icagen. 6.4 If Icagen does not settle such activity (whether by granting a sublicense in the Icagen Field or otherwise) or institute legal action against the infringing activity in the Icagen Field within three (3) months of having been given notice of the infringing activity and that one or more of the following conditions relating to such infringing activity exists: (a) there is an infringing commercial product on the market; (b) an infringing commercial product is not yet on the market but an application for declaratory judgment of noninfringement regulatory approval for an infringing commercial product has been accepted for filing by the applicable regulatory authority; 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 (c) the advice and consent of ESCALON. ESCALON shall provide reasonable assistance failure to LICENSEE enforce the Patent Rights with respect to such actions, provided LICENSEE shall reimburse ESCALON for out-of-pocket expenses incurred in connection with any such assistance rendered at LICENSEEinfringing activity could reasonably be expected to adversely affect the scope or validity of the Patent Rights or AGTC’s request or reasonably required by ESCALON. In legal ability to enforce the event LICENSEE elects to institute any such action or suit, ESCALON agrees to be named as a nominal party therein. ESCALON retains Patent Rights outside 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 of a Licensed Patent or defend a declaratory judgment or other action with respect to a Licensed Patent, any portion of any resulting settlement payments or damages awarded which is received by 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. 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 receivedIcagen Field, 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 AGTC shall have the right right, but shall not be obligated, to take prosecute at its own expense any such action infringements of the Patent Rights in the Icagen Field. Any recovery by AGTC shall belong solely to AGTC. 6.5 In any infringement suit instituted by either party to enforce the Patent Rights, the other party shall, at the request and expense of the party initiating such suit, cooperate in all reasonable respects (including prosecution of by agreeing to be joined as a party to such suit if necessary or desirable to bring or maintain such suit or to establish damages in such suit) at and, to the extent reasonably possible, have its expense employees testify when requested and LICENSEE shall use reasonable efforts to cooperate in such actionmake available relevant records, at LICENSEE’s expense. In the event ESCALON elects to institute any such action or suitpapers, 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 Patentsinformation, samples, specimens, and of the initiation of any legal action by LICENSEE or by any third party with regard to any alleged infringement or noninfringement. LICENSEE shall in a timely manner keep ESCALON informed and provide copies to ESCALON of all documents regarding all such proceedings or actions instituted by LICENSEElike.

Infringement. 11.1 During the term of this Agreement, LICENSEE shall have the first option to police the Licensed Patents 7.1 Except as set forth in Sections 8.5.2 and Products against infringement within the Field of Use by other parties. This right to police includes defending any action for declaratory judgment of noninfringement or invalidity; and prosecuting, defending or settling all infringement and 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 nominal party therein. ESCALON retains the right to participate, with counsel of its own choosing and at its expense8.6.3, in any action under this Section 11.1. 11.2 In the event that LICENSEE shall institute an action for infringement any of a the Licensed Joint Patent Rights or any other Licensed Patent Rights exclusively licensed to Novo Nordisk pursuant to the second sentence of Section 3.1 are infringed or defend believed to be infringed by a declaratory judgment or other action with respect third party, Novo Nordisk may, at its option, elect to a Licensed Patent, any portion of any resulting settlement payments or damages awarded which is received by LICENSEE, less LICENSEE’s actual outside attorney fees and other direct, out-of-pocket litigation expenses, including expenses due ESCALON for its participation in said litigation as provided under Section 11.1 (not to include any compensation paid to employees of LICENSEE or Sublicensees) paid and unrecovered by LICENSEE, shall be paid 75% to LICENSEE and 25% to ESCALONprosecute such infringement claims. If LICENSEE has paid or pays Novo Nordisk elects to commence such an annual fee to ESCALON under Section 4.6 in the year in which a payment or award as set out above is receivedaction, then that annual fee may be credited by LICENSEE against the share Novo Nordisk shall have control 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 such 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 and shall have the right to take such action (including settle or compromise the same, and Progenitor agrees that it shall fully cooperate in every reasonable way with the prosecution of such action. If Novo Nordisk elects to commence such an action, Progenitor hereby grants Novo Nordisk the right to do so in Progenitor's name, and, if Progenitor is a suit) at its expense and LICENSEE shall use reasonable efforts legally indispensable party to cooperate in such action, Novo Nordisk may cause it to be joined as a party in such action at LICENSEE’s Novo Nordisk's expense. Novo Nordisk shall notify Progenitor of any action filed by Novo Nordisk pursuant to this Section and shall keep Progenitor generally informed as to the progress of such action. 7.2 Recoveries or reimbursements from any such action shall first be applied to reimburse Novo Nordisk for its expenses, costs and fees in connection with the action. Any remaining recoveries or reimbursements, to the extent they constitute the equivalent of, or damages or payments in lieu of, reasonable royalties on the infringer's sales (but not in excess of the amount that would be payable pursuant to Section 4.3), shall be shared with Progenitor in accordance with Section 4.3, and otherwise shall be retained by Novo Nordisk as its own property. 7.3 In the event ESCALON that Novo Nordisk decides not to commence or continue prosecution of an infringement of the Licensed Joint Patent Rights, or of the other Licensed Patent Rights exclusively licensed to Novo Nordisk, pursuant to the above paragraphs, Novo Nordisk will promptly give written notice of such decision to Progenitor. Progenitor shall thereafter have the right, but not the obligation, to commence or continue such action at its own expense, controlling such action and retaining all recoveries therefrom. If Progenitor elects to institute bring an action to prosecute the infringement of any Licensed Joint Patent Rights or other exclusively-licensed Licensed Patent Rights under this Section, Progenitor shall have sole control of such action and may settle or suitcompromise such action in its sole discretion, LICENSEE provided that no such settlement or compromise conflicts with any provision of this Agreement. If Progenitor elects to commence such an action, Novo Nordisk hereby grants Progenitor the right to do so in Novo Nordisk's name, and, if Novo Nordisk is a legally indispensable party to such action, Progenitor may cause it to be joined as a party in such action at Progenitor's expense, and Novo Nordisk agrees to be named as a nominal party therein. ESCALON shall have full authority to settle on cooperate fully in every reasonable way with the prosecution of such terms as ESCALON shall determineaction. 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 or by any third party with regard to any alleged infringement or noninfringement. LICENSEE shall in a timely manner keep ESCALON informed and provide copies to ESCALON of all documents regarding all such proceedings or actions instituted by LICENSEE.

Infringement. 11.1 During the term 10.1 If either AtheroGenics or Emory becomes aware of this Agreementa product made, LICENSEE shall have the first option to police used or sold in the Licensed Patents Territory, which it believes infringes a Valid Claim, the party obtaining such knowledge shall promptly advise the other party of all relevant facts and Products against infringement within circumstances pertaining to the Field of Use by other partiespotential infringement. 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 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 of a Licensed Patent or defend a declaratory judgment or other action with respect to a Licensed Patent, any portion of any resulting settlement payments or damages awarded which is received by 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. 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 AtheroGenics shall have the right to take enforce any issued Licensed Patent against such infringement, at its own expense. Emory shall cooperate with AtheroGenics in such effort, including being joined as a party to such action, if necessary. During the pendency of such an action, royalty rates owed by AtheroGenics to Emory shall be reduced by fifty (50%) percent from those listed in Article 5 of this Agreement. 10.2 Any damages or costs recovered by AtheroGenics in connection with any action filed by AtheroGenics hereunder shall be applied first to reimbursing AtheroGenics for costs and expenses of such litigation. Any damages or costs recovered by AtheroGenics in excess of costs and expenses credited shall be the sole property of AtheroGenics. Any such excess damages or costs shall be treated as proceeds of Sales of Licensed Products in the fiscal quarter received by AtheroGenics, and royalties shall be payable by AtheroGenics to Emory thereon in accordance with the terms of this Agreement. 10.3 Any multiplication of damages for punitive purposes shall be treated as proceeds of Sales of Licensed Products in the fiscal quarter received by AtheroGenics, and royalties shall be payable by AtheroGenics to Emory thereon in accordance with the terms of this Agreement, and AtheroGenics shall retain all attorney fees awarded. 10.4 If AtheroGenics shall fail, within one hundred twenty (120) days after receiving notice from Emory of a potential infringement, or providing Emory with notice of such infringement, to either (a) terminate such infringement, (b) institute sub-licensing negotiations, to be completed within a reasonable period of time, or (c) institute an action to prevent continuation thereof and, thereafter to prosecute such action (including prosecution of diligently, or if AtheroGenics notifies Emory that it does not plan to terminate the infringement, negotiate a suit) sub-license or institute such action, then Emory shall have the right to do so at its expense and LICENSEE own expense. AtheroGenics shall use reasonable efforts cooperate with Emory in such effort, including being joined as a party to cooperate such action if necessary. Emory shall be entitled to retain all damages or costs awarded to Emory in such action, at LICENSEE’s expense. In the event ESCALON elects to institute any such action or suit, LICENSEE agrees to be named as a nominal party therein. ESCALON shall 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 or by any third party with regard to any alleged infringement or noninfringement. LICENSEE shall in a timely manner keep ESCALON informed and provide copies to ESCALON of all documents regarding all such proceedings or actions instituted by LICENSEE.

Infringement. 11.1 Each party will promptly inform the other in writing of any alleged infringement by a third party or other unauthorized party of any of the patents comprising the Licensed Patents, and provide such other party with any available evidence of infringement. Chondrial will not settle or compromise any claim or action, including without limitation any declaratory judgment action alleging invalidity or noninfringement of any of the Licensed Patents, in a manner that imposes any restrictions, limitations, responsibilities or obligations on IURTC and/or IU (as appropriate) without IURTC’s express written consent, which will not be unreasonably withheld. 11.2 During the term of this AgreementTerm, LICENSEE shall Chondrial will have the first option right, but not the obligation, to police prosecute at its own expense any such infringements of the Licensed Patents and Products against infringement within the Field and, in furtherance of Use by other parties. This right to police includes defending any action for declaratory judgment of noninfringement or invalidity; and prosecutingsuch prosecution, defending or settling all infringement and declaratory judgment actions at its expense and through counsel of its selection, except that Chondrial may join IURTC (as appropriate) as a party plaintiff in 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 without expense to be named as a nominal party thereinIURTC. ESCALON retains Similarly, during the right to participateTerm, 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 of a Licensed Patent or defend a declaratory judgment or other action with respect to a Licensed Patent, any portion of any resulting settlement payments or damages awarded which is received by 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. 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 Chondrial will have the right to take such action (including prosecution of a suit) defend at its own expense and LICENSEE shall use reasonable efforts any declaratory judgment action alleging invalidity or non-infringement of any of the Licensed Patents, and, in furtherance thereof, Chondrial may join IURTC (as appropriate) as a party in any such suit, without expense to cooperate in such action, at LICENSEE’s expenseIURTC. In the event ESCALON elects to institute The total cost of any such action commenced or suit, LICENSEE agrees to defended solely by Chondrial will be named borne by Chondrial. Any recovery of damages by Chondrial as a nominal party thereinresult of such action will be applied first in satisfaction of any reasonable unreimbursed expenses and attorneys’ fees of Chondrial relating to the action. ESCALON shall The balance remaining from any such recovery will be distributed to Chondrial, provided that Chondrial will pay to IURTC such royalties as would otherwise be applicable under Section 3.1 hereof for that portion of Chondrial’s recovery attributable to lost sales, payments or revenues. 11.3 If, within One Hundred Eighty (180) days after having been notified in writing of any alleged infringement, Chondrial has been unsuccessful in persuading the alleged infringer to desist, or has not brought, or otherwise is not diligently prosecuting, an infringement action, or if Chondrial notifies IURTC at any time prior thereto of its intention not to bring suit against any alleged infringer, then, and in those events only, IURTC will have full authority the right, but not the obligation, to prosecute at its own expense any infringement of the Licensed Patents. Settlement, consent judgment or other voluntary final disposition of the suit may be entered into by IURTC without the consent of Chondrial, provided, however that IURTC will not settle or compromise any claim or action, including without limitation any declaratory judgment action alleging invalidity or non-infringement of any of the Licensed Patents, in a manner that imposes any monetary obligations on Chondrial, without Chondrial’s express written consent. The total cost of any such terms as ESCALON shall determineinfringement action commenced or defended solely by IURTC will be borne by IURTC, and IURTC will keep any recovery or damages, for past infringement or otherwise, derived therefrom. 11.4 LICENSEE shall promptly notify ESCALON in writing in detail In any infringement suit brought or declaratory judgment action defended by either party to protect any of the discovery of any allegation by a third Licensed Patents pursuant to this Agreement, the other party of infringement resulting from will, at the practice of Licensed Patents, request and expense of the initiation of any legal action by LICENSEE or by any third party with regard controlling such suit and at such party’s expense, cooperate in all respects and, to any alleged infringement or noninfringement. LICENSEE shall in a timely manner keep ESCALON informed the extent possible, have its employees testify when requested and provide copies to ESCALON of all documents regarding all such proceedings or actions instituted by LICENSEEmake available relevant records, papers, information, samples, specimens and the like.

Infringement. 11.1 During 13.1 The Parties agree to give each other prompt written notice of any infringement or other similar action in or affecting the Territory by a Third Person of the AMIH Marks known to them. 13.2 In the event of such infringement or other similar action, LMGC has the obligation to protect any of the Non-Canadian Marks which LMGC has been using in the preceding 12 month period and the Canadian Marks in the Territory and may decide whether or not any action is necessary for such protection and what such action might be, taking into account the interests of both Parties. LMGC has the right to act in its own name or if necessary in the name of AMIH. For the term of this Agreement, LICENSEE shall have Agreement AMIH hereby gives LMGC a power of attorney in the first option form attached hereto as Schedule 3 to police the Licensed Patents and Products against infringement within the Field of Use by other parties. This right to police includes defending act on its behalf if any action for declaratory judgment in or out 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 court in connection with any such assistance rendered actions is necessary. LMGC will select counsel, to which AMIH has no reasonable objection and AMIH will provide reasonable assistance, including by providing information, documents and things in response to discovery requests, by providing at LICENSEE’s request or reasonably required mutually convenient times witnesses for discovery, depositions and trial testimony, and by ESCALON. In the event LICENSEE elects permitting LMGC to institute any such action or suit, ESCALON agrees cause AMIH to be named as a nominal party therein. ESCALON retains the right to participate, with counsel of its own choosing and at its expense, plaintiff or co-plaintiff in any action under this Section 11.1. 11.2 In the event that LICENSEE shall institute an action for infringement of a Licensed Patent or defend a declaratory judgment or other action with respect to a Licensed Patent, any portion of any resulting settlement payments or damages awarded which is received by LICENSEE, less LICENSEE’s actual outside attorney fees and other direct, out-of-pocket litigation litigation. All expenses, including any expenses due ESCALON for its participation in said litigation as provided under Section 11.1 (not incurred by AMIH to include any compensation paid to employees of LICENSEE or Sublicensees) paid and unrecovered by LICENSEEprovide such assistance, shall be paid 75% borne by LMGC and LMGC shall be entitled to LICENSEE and 25% any amounts awarded to ESCALONLMGC or AMIH. If LICENSEE has paid or pays an annual fee to ESCALON under Section 4.6 in LMGC shall not enter into any settlement of such actions without the year in written consent of AMIH, which a payment or award as set out above is received, then that annual fee may consent shall not 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 LICENSEEunreasonably withheld. 11.3 In the event that LICENSEE fails to take 13.3 If any action to ▇▇▇▇▇ any alleged infringement of a Licensed Patent within sixty (60) days of a request or proceeding is brought or asserted by ESCALON to do so (or within such shorter period which might be required to preserve the legal rights of ESCALON LMGC, under the laws of any relevant government authority granted to it under Article 13.2, LMGC will promptly notify AMIH in writing. AMIH may assume and direct the action or political subdivision thereof), then ESCALON shall have the right to take such proceeding only provided that LMGC initiates no action (including prosecution of a suit) at its expense and LICENSEE shall use reasonable efforts to cooperate or takes no action in such action, at LICENSEE’s expense. In the event ESCALON elects to institute any such action or suit, LICENSEE agrees to be named as a nominal party thereinproceeding. 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 Upon assumption of the discovery of any allegation action or proceeding by a third party of infringement resulting from the practice of Licensed PatentsAMIH, all expenses shall be borne by AMIH and of the initiation of any legal action by LICENSEE or by any third party with regard AMIH shall be entitled to any alleged infringement amounts awarded to LMGC or noninfringementAMIH. LICENSEE AMIH shall in a timely manner keep ESCALON informed and provide copies to ESCALON not enter into any settlement of all documents regarding all such proceedings or actions instituted by LICENSEEwithout the written consent of LMGC, which consent shall not be unreasonably withheld.

Infringement. 11.1 During 8.1 With respect to the term of trademark that is exclusively licensed to Licensee pursuant to this Agreement, LICENSEE Licensee shall have the first option to police the Licensed Patents and Products against infringement within the Field of Use by other parties. This right to police includes defending any action for declaratory judgment of noninfringement or invalidity; prosecute in its own name, and prosecuting, defending or settling all infringement and declaratory judgment actions at its expense and through counsel own expense, any infringement of its selectionthe trademark, except that any so long as such settlement shall only be made with license is exclusive at the advice and consent time of ESCALONthe commencement of such action. ESCALON shall provide reasonable assistance The parties agree to LICENSEE notify the other promptly of each infringement of trademark of which either becomes aware. Before Licensee commences an action with respect to any infringement of such actionspatents, provided LICENSEE Licensee shall reimburse ESCALON for out-of-pocket expenses incurred give careful consideration to the views of Licensor and to potential effects on the Licensor's interest in making its decision whether or not 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. Regardless of whether Licensor elects to join as a party, Licensor shall cooperate fully with Licensee in connection with any such assistance rendered at LICENSEE’s request or reasonably required by ESCALON. In the event LICENSEE action. (b) if Licensor elects to institute any such action or suit, ESCALON agrees to be named join as a nominal party therein. ESCALON retains pursuant to subparagraph (a), Licensor shall jointly control the right to participate, action with counsel of its own choosing and at its expense, in any action under this Section 11.1Licensee. 11.2 In the event that LICENSEE (c) Licensee shall institute reimburse Licensor for any costs Licensor incurs, including reasonable attorneys' fees, as part of an action for infringement brought by Licensee, irrespective of whether Licensor becomes a Licensed Patent or defend a declaratory co-plaintiff. 8.3 No settlement, consent judgment or other action with respect 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 a Licensed Patent, any portion of any resulting settlement payments this Article shall first be applied to reimburse Licensee and Licensor for litigation costs. Any remaining recoveries or damages awarded which is received reimbursements shall be shared equally by LICENSEE, less LICENSEE’s actual outside attorney fees Licensee and other direct, out-of-pocket litigation expenses, including expenses due ESCALON for its participation in said litigation as provided under Section 11.1 (Licensor. 8.5 If Licensee elects not to include any compensation paid exercise its right to employees of LICENSEE or Sublicensees) paid and unrecovered by LICENSEE, shall be paid 75% to LICENSEE and 25% to ESCALON. If LICENSEE has paid or pays prosecute 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 infringement of the payment or award otherwise due trademark pursuant to ESCALONthis Article, exactly as if that share represented additional royalties due from LICENSEELicensor 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. 11.3 In 8.6 Without limiting the event that LICENSEE fails generality of paragraph 8.5 in, Licensor may, at its election and by notice to take action to ▇▇▇▇▇ any alleged infringement Licensee, establish a time limit of a Licensed Patent within sixty (60) days for Licensee to decide whether to prosecute any infringement of which Licensor is, or becomes aware. If, by the end of such 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 trademark, up to the amount of Licensor's unreimbursed litigation expenses (including, but not limited to, reasonable attorneys' fees). 8.7 If a request by ESCALON to do so (or within such shorter period which might be required to preserve declaratory judgment action is brought naming Licensee as a defendant and alleging invalidity of the legal rights of ESCALON under the laws of any relevant government or political subdivision thereof)trademark, then ESCALON shall have the right Licensor may elect to take such over the sole defense of the action (including prosecution of a suit) at its expense and LICENSEE own expense. Licensee shall use reasonable efforts to cooperate fully with Licensor in connection with any such action, at LICENSEE’s expense. In the event ESCALON elects to institute any such action or suit, LICENSEE agrees to be named as a nominal party therein. ESCALON shall 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 or by any third party with regard to any alleged infringement or noninfringement. LICENSEE shall in a timely manner keep ESCALON informed and provide copies to ESCALON of all documents regarding all such proceedings or actions instituted by LICENSEE.

Infringement. 11.1 During (a) In the event a claim of infringement of a patent, copyright, license or other proprietary right relating to the Proprietary Information is brought against GEMACO, GEMACO shall have the option to terminate this Agreement upon delivery of written notice to Sharps. The parties agree that the intent of this Paragraph 4(a) is to allow GEMACO and its counsel to evaluate the merits of such a claim and, if GEMACO determines that it is risking significant liability in continuing to manufacture and sell the Playing Cards, then GEMACO may terminate this Agreement to avoid such liability. (b) If, as a result of any claim of infringement of a patent, copyright, license or other proprietary right relating to the Proprietary Information, GEMACO is temporarily restrained or enjoined from using the Proprietary Information, Sharps shall not be entitled to the payment of any royalties while such temporary restraining order or injunction is in effect unless GEMACO continues to manufacture and sell the Playing Cards and the Proprietary Information, in which case royalties shall continue. In the event a permanent nonappealable injunction is granted enjoining GEMACO from manufacturing and selling the Playing Cards, then this Agreement shall terminate upon the issuance of such permanent injunction. The provisions of this Section shall apply only to the infringement which is caused by use of the Proprietary Information. GEMACO agrees to take any reasonable actions required to be taken if by taking such action infringement that can be avoided. If Sharps chooses not to defend GEMACO in such action, it shall so notify GEMACO in writing. GEMACO may then defend the action at its expense to protect its exclusive license granted hereunder, and GEMACO shall be entitled to any award or relief granted by the court pursuant to such action. (c) If any party other than GEMACO or the United States Playing Card Company uses the Proprietary Information to manufacture and sell playing cards during the term of this Agreement, LICENSEE then GEMACO shall have be entitled to continue to use the first option Proprietary Information to police manufacture and sell the Licensed Patents and Products Playing Cards during the period of such infringing use. GEMACO shall notify Sharps prior to any suspension of royalties. Sharps shall not be entitled to the payment of any royalties until it restores to GEMACO the exclusive license granted hereunder, or until Sharps files suit in an effort to stop the infringing use. If suit is filed by Sharps, royalties shall be paid while the action is pending. If Sharps chooses not to bring an action against infringement within the Field of Use by other partiesinfringing party, it shall so notify GEMACO in writing. This right to police includes defending any GEMACO may then bring an action for declaratory judgment of noninfringement or invalidity; and prosecuting, defending or settling all infringement and declaratory judgment actions at its expense against the infringing party to protect its exclusive license granted hereunder, and through counsel of its selection, except that GEMACO shall be entitled to any such settlement shall only be made with award or relief granted by the advice and consent of ESCALON. ESCALON shall provide reasonable assistance to LICENSEE with respect court pursuant to such actionsaction. If GEMACO and Sharps agree to jointly pursue an infringement action, provided LICENSEE then any recovery from such suit shall reimburse ESCALON for out-of-pocket be divided pro rata between GEMACO and Sharps based upon 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 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 11.1each party. 11.2 In the event that LICENSEE shall institute an action for infringement of a Licensed Patent or defend a declaratory judgment or other action with respect to a Licensed Patent, any portion of any resulting settlement payments or damages awarded which is received by 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. 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 right to take such action (including prosecution of a suit) at its expense and LICENSEE shall use reasonable efforts to cooperate in such action, at LICENSEE’s expense. In the event ESCALON elects to institute any such action or suit, LICENSEE agrees to be named as a nominal party therein. ESCALON shall 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 or by any third party with regard to any alleged infringement or noninfringement. LICENSEE shall in a timely manner keep ESCALON informed and provide copies to ESCALON of all documents regarding all such proceedings or actions instituted by LICENSEE.

Infringement. 11.1 During the term of this Agreement, LICENSEE shall have the first option to police the Licensed Patents and Products against infringement within the Field of Use by other parties. This right to police includes defending any 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 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 7.1 In the event that LICENSEE shall institute an action learn of infringement of the Popcorn Foundation Seed Line, or wrongful use of the Popcorn Foundation Seed Line, LICENSEE shall notify ISURF in writing to such effect and provide ISURF with evidence thereof in LICENSEE's possession. ISURF shall use its best efforts to terminate the infringement or wrongful use without litigation. If such efforts are not successful, ISURF, in its discretion, may cause suit to be brought for infringement of a Licensed Patent or defend a declaratory judgment or other action with respect to a Licensed Patent, any portion of any resulting settlement payments or damages awarded which is received by 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 ESCALONwrongful use. 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 requested 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 right to take such action (including prosecution of a suit) at its expense and LICENSEE shall use reasonable efforts to cooperate in such action, at LICENSEE’s expense. In the event ESCALON elects to institute any such action or suitISURF, LICENSEE agrees to be named as a nominal party thereincooperate with ISURF in any infringement or other proceeding that ISURF may institute. ESCALON shall have full authority to settle on such terms as ESCALON shall determine.ARTICLE VIII - WARRANT 11.4 LICENSEE shall promptly notify ESCALON in writing in detail of 8.1 ISURF does not warrant the discovery of any allegation by a third party of infringement resulting from the practice of Licensed Patents, and of the initiation validity or scope of any legal action protection that become licensed under this agreement. 8.2 ISURF makes no warranty, expressed or implied, that the Popcorn Foundation Seed Line will be successful for the production of popcorn seed. ARTICLE IX - WARRANTIES & INDEMNIFICATION 9.1 ISURF makes no representations, warranties or conditions other than those expressed in this clause. The liability of ISURF with respect to any misdescription of or deviation from the characteristics of such Popcorn Foundation Seed Line with respect to any misrepresentation or breach of condition or warranty, expressed or implied, is limited to refunding the purchase price of the seed sold. 9.2 LICENSEE agrees that it will indemnify and hold harmless ISURF, its trustees, officers, employer, affiliates, from any suits, costs or charges as a result of the manufacture, use or sale by LICENSEE or by any third party with of the Popcorn Foundation Seed Line. 9.3 LICENSEE shall obtain and carry in full force and effect liability insurance which shall protect LICENSEE and ISURF in regard to any alleged infringement or noninfringement. LICENSEE shall in a timely manner keep ESCALON informed and provide copies to ESCALON of all documents regarding all such proceedings or actions instituted events covered by LICENSEE9.2 above.

Infringement. 11.1 During If at any time during the term of this AgreementAgreement either MTI or Biocoat (a “party”) shall become aware of any third party’s infringement or threatened infringement in the Field of any Patent claim or claims embracing a Licensed Product sold by MTI the following provisions shall apply: 9.1 The party having such knowledge shall forthwith give notice to the other party. If there is disagreement between the parties as to whether the act complained of is in fact an infringement of any patent claim or claims, LICENSEE the parties shall refer such issue to a mutually acceptable independent patent counsel. The opinion of such counsel shall be final and binding on the parties and costs incurred in that regard shall be shared fifty percent (50%) by MTI and fifty percent (50%) by Biocoat. 9.2 If within ninety (90) days following receipt of notice from MTI to Biocoat of any such infringement or ninety (90) days after receipt of the opinion of independent patent counsel concluding existence of such infringement, Biocoat fails to halt such infringement or to initiate litigation to do so, MTI shall have the first option to police the Licensed Patents and Products against infringement within the Field of Use by other parties. This right to police includes defending any action for declaratory judgment initiate such litigation in its own name or in the name of noninfringement Biocoat as it deems necessary or invalidity; and prosecuting, defending or settling all infringement and declaratory judgment actions at its expense and through counsel of its selection, except that appropriate. Biocoat shall cooperate with MTI as is reasonably necessary in any such settlement litigation brought by MTI in its own name or in Biocoat’s name. In addition, Biocoat shall only have the right to determine what proportion, if any, of the expenses of such litigation it will bear by providing written notice thereof to MTI within thirty (30) days of the date of receipt by Biocoat of notice that MTI has initiated litigation (it is understood by the parties that the proportion of expenses borne by Biocoat shall determine Biocoat’s s hare of monetary recover as provided in Section 9.3 below). 9.3 In the event any monetary recovery in connection with such litigation is obtained (regardless of whether MTI or Biocoat brought such litigation ), such monetary recovery shall be made with applied in the advice following priority: first, to the reimbursement of Biocoat and consent of ESCALON. ESCALON shall provide reasonable assistance to LICENSEE with respect to such actions, provided LICENSEE shall reimburse ESCALON MTI for their out-of-pocket expenses incurred (including reasonable attorneys fees) in connection with any such assistance rendered at LICENSEE’s request or reasonably required by ESCALON. In litigation; second, the event LICENSEE elects to institute any such action or suit, ESCALON agrees balance to be named shared by Biocoat and MTI in proportion to the amounts spent by the parties in conducting the litigation as a nominal party thereinprovided in Section 9.2 above. ESCALON retains If 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 monetary recovery is less than the event that LICENSEE shall institute an action for infringement of a Licensed Patent or defend a declaratory judgment or other action with respect to a Licensed Patent, any portion of any resulting settlement payments or damages awarded which is received by LICENSEE, less LICENSEE’s actual outside attorney fees and other direct, out-of-pocket litigation expensesexpenses of Biocoat and MTI, including reimbursement of these expenses due ESCALON for its participation shall be on a pro-rata basis. If the monetary recover is less than the out-of-pocket expenses of Biocoat and MTI, reimbursement of these expenses shall be in said proportion to the amount spent by the parties in conducting the 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. 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 LICENSEEherein. 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 right to take such action (including prosecution of a suit) at its expense and LICENSEE shall use reasonable efforts to cooperate in such action, at LICENSEE’s expense. In the event ESCALON elects to institute any such action or suit, LICENSEE agrees to be named as a nominal party therein. ESCALON shall 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 or by any third party with regard to any alleged infringement or noninfringement. LICENSEE shall in a timely manner keep ESCALON informed and provide copies to ESCALON of all documents regarding all such proceedings or actions instituted by LICENSEE.

Infringement. 11.1 During the term (a) MWCC shall notify MW promptly of this Agreementany infringements, LICENSEE shall have the first option to police imitations or unauthorized use of the Licensed Patents and Products against infringement within the Field Marks by any credit provider(s) (collectively, "Infringements") of Use by other partieswhich MWCC becomes aware. 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 MW shall take such settlement shall only be made with the advice and consent of ESCALON. ESCALON shall provide steps as it deems 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 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 of a Licensed Patent or defend a declaratory judgment or other action with respect to a Licensed Patent, any portion of any resulting settlement payments or damages awarded which is received by 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. 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 circumstances 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)Infringements. Except as provided below, then ESCALON MW shall have the sole right, at its expense, to bring any action on account of any infringements, and MWCC shall cooperate with MW as MW may request (and at MW's expense), in connection with any such action reasonably brought by MW. MW may settle infringements at its sole discretion (but shall use best efforts not to settle in a manner that conflicts with MWCC's rights hereunder, and may retain any and all resulting damages and/or other compensation paid by the infringer(s). If MW does not undertake appropriate steps to ▇▇▇▇▇ an Infringement within ninety (90) calendar days after notice thereof from MWCC, MWCC may prosecute the same, at its expense, provided that no settlement shall be made without the prior written approval of MW. MWCC shall advise MW periodically of the status of such action and promptly of any material developments. MW reserves the right to take such action (including prosecution of a suit) participate at its expense and LICENSEE shall use reasonable efforts to cooperate any time in such action, at LICENSEE’s expenseproceedings. In the event ESCALON elects to institute that any damage, settlement and/or compensation are paid in connection with any such action or suitbrought by MWCC, LICENSEE agrees to MWCC shall first retain an amount reimbursing its expenses, any remaining amount shall be named as a nominal party therein. ESCALON divided equally between MW and MWCC. (b) MW shall have full authority the sole right, at its expense, to defend and settle on such terms as ESCALON shall determine. 11.4 LICENSEE shall promptly notify ESCALON in writing in detail any action that may be commenced against MW or MWCC alleging that use of the discovery Licensed Marks infringe any rights of others. In such event, MWCC shall, at the reasonable direction of MW, promptly discontinue its use of the Licensed Marks alleged to infringe rights of others. If MW does not give notice to MWCC of its intent to defend or settle such action against MWCC or affecting MWCC's use of the Licensed Marks within ninety (90) calendar days after notice thereof from MWCC, MWCC may defend the same, at its expense, provided that no settlement shall be made without the prior written approval of MW. MWCC shall advise MW periodically of the status of such action and promptly of any allegation by a third party of infringement resulting from material developments. MW reserves the practice of Licensed Patents, and of the initiation of right to participate at any legal action by LICENSEE time in such proceedings. It is understood that nothing in this Section 5.16(6)(b) is intended to limit or by any third party with regard to any alleged infringement or noninfringement. LICENSEE shall in a timely manner keep ESCALON informed and provide copies to ESCALON of all documents regarding all such proceedings or actions instituted by LICENSEEotherwise modify MW's indemnification obligation under SECTION 5.16(7)(a) hereof.

Infringement. 11.1 During UIRF and Licensee agree to promptly inform the term other party in writing of this Agreement, LICENSEE shall have any suspected infringement of the Patent Rights or Technical Information along with any available evidence of such infringement lawfully in the possession of Licensee or its Sublicensee(s). 7.5.1 Licensee has the first option right to police enforce the Licensed Patents and Products against infringement within Patent Rights in its name in the Field of Use by other parties. This right and Territory against infringers or otherwise act to police includes defending any action for declaratory judgment of noninfringement or invalidity; and prosecuting, defending or settling all eliminate infringement and declaratory judgment actions at its expense sole cost and through counsel expense, provided that the license is exclusive at the commencement of its selectionthe action and remains exclusive throughout the action, except that and provided Licensee keeps UIRF fully informed with the right and opportunity to advise and comment. Prior to commencing any such settlement shall only be made with action an exclusive Licensee will give careful consideration to the advice views of UIRF and consent to the potential effects on the public interest in making a decision whether or not to sue and, in the case of ESCALON. ESCALON shall provide reasonable assistance to LICENSEE with respect the Sublicensee(s) not a party to such action, Licensee agrees to report UIRF’s views to the Sublicensee(s). UIRF will reasonably cooperate, at Licensee’s expense, in any such actions. Licensee shall act in good faith to preserve UIRF’s right, provided LICENSEE title and interest in and to the Patent Rights. Licensee shall reimburse ESCALON for pay to UIRF 50% of any recovery in such suit or settlement, net of all reasonable and documented out-of-pocket costs and expenses incurred associated with such suit or settlement. 7.5.2 Licensee is not permitted to settle or agree to a consent judgement in connection with any such assistance rendered at LICENSEEaction that would impose any material obligation on or make any admission of fault on behalf of UIRF, including compromising the Patent Rights, without UIRF’s request or reasonably required by ESCALONexpress written consent, which it may withhold. In the event LICENSEE that L▇▇▇▇▇▇▇ decides not to enforce the Patent Rights against a third party infringer, nothing herein shall prevent UIRF from requiring that Licensee grant such third party infringer a sublicense permitting such infringer of the Patent Rights to practice under the Patent Rights if such practice is allowed under a settlement arrangement entered into by UIRF in good faith with a third party infringer. 7.5.3 If Licensee elects to institute any such action or suitsue for infringement, ESCALON U▇▇▇ agrees to be named as a nominal third party therein. ESCALON retains plaintiff if necessary to 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 of a Licensed Patent or defend a declaratory judgment or other action with respect to a Licensed Patent, any portion commencement of any resulting settlement payments or damages awarded which is received by LICENSEE, less LICENSEE’s actual outside attorney fees and other direct, out-of-pocket litigation expenses, including expenses due ESCALON for its participation in said litigation as provided under Section 11.1 (not to include any compensation paid to employees of LICENSEE or Sublicensees) paid and unrecovered by LICENSEE, shall be paid 75% to LICENSEE and 25% to ESCALON. 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 right to take such action (including prosecution of a suit) at its expense and LICENSEE shall use reasonable efforts to cooperate in such action, at LICENSEE’s expense. In the event ESCALON elects to institute any such action or suit, LICENSEE and further agrees to be named as a nominal party therein. ESCALON shall have full authority provide any information available to settle on UIRF and needed by Licensee in prosecuting such terms as ESCALON shall determineaction. 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 or by any third party with regard to any alleged infringement or noninfringement. LICENSEE shall in a timely manner keep ESCALON informed and provide copies to ESCALON of all documents regarding all such proceedings or actions instituted by LICENSEE.

Infringement. 11.1 During the term of this Agreement, LICENSEE shall have has the first option to police the Licensed Patents Inventions and Products against infringement by other parties within the Territory and the Field of Use by other partiesUse. This right to police includes defending any action for declaratory judgment of noninfringement or invalidity; and prosecuting, defending or settling all infringement and declaratory judgment actions at its expense and through counsel of its selection, except that LICENSEE shall make any such settlement shall only be made with the advice and consent of ESCALONGMIP. ESCALON GMIP shall provide reasonable assistance to LICENSEE with respect to such actions, provided but only if LICENSEE shall reimburse ESCALON reimburses GMIP for out-of-pocket expenses incurred in connection with any such assistance rendered at LICENSEE’s ’S request or reasonably required by ESCALONGMIP. In the event If LICENSEE elects to institute any such action or suit, ESCALON GMIP agrees to be named as a nominal party therein. ESCALON GMIP retains the right to participate, with counsel of its own choosing and at its own expense, in any action under this Section § 11.1. 11.2 In the event that If LICENSEE shall institute institutes an action for infringement of a Licensed Patent Invention or defend defends a declaratory judgment or other action with respect to a Licensed Patent, any portion of any resulting Invention and receives settlement payments or damages awarded which is received by LICENSEEawarded, less LICENSEE’s LICENSEE may first recover actual outside attorney fees and other direct, out-of-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 SublicenseesAffiliates) paid and unrecovered by LICENSEE, and shall include only the remaining balance of damages awarded as lost revenue in its Gross Revenue, and all other punitive awards shall be paid 75% to LICENSEE and 25% to ESCALON. 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 LICENSEEshared with GMIP at fifty percent (50%). 11.3 In the event that If LICENSEE fails to take action to ▇a▇▇▇▇ any alleged infringement of a Licensed Patent Invention within sixty (60) days of a request by ESCALON to do so (or within such shorter period which might be less if required to preserve the legal rights of ESCALON GMIP under the laws of any relevant government or political subdivision thereof)) of a request by GMIP to do so, then ESCALON shall have GMIP has the right to take such action (including prosecution of a suit) at its expense and LICENSEE shall use reasonable efforts to cooperate in such action, at LICENSEE’s ’S expense. In the event ESCALON If GMIP elects to institute any such action or suit, LICENSEE agrees to be named as a nominal party therein. ESCALON shall have GMIP has full authority to settle on such terms as ESCALON GMIP determines, _except that GMIP shall determinenot reach any settlement whereby it licenses a third party under any Licensed Inventions in the Territory and the Field of Use without the consent of LICENSEE, which consent LICENSEE can withhold for any reason. GMIP shall pay LICENSEE (such payment not to exceed the recovery or settlement amounts GMIP actually receives) any unrecovered expenses LICENSEE pays at GMIP’s request to third parties in furtherance of such action, and GMIP shall further pay LICENSEE 98.5% of damages awarded as lost revenue of LICENSEE. GMIP shall retain fifty percent (50%) and pay LICENSEE fifty percent (50%) of any remaining punitive damage recovery or settlement under this§ 11.3. 11.4 LICENSEE and GMIP shall promptly notify ESCALON the other party in writing in detail of the discovery of any allegation by a third party of infringement resulting from the practice of Licensed PatentsInventions in the Field of Use, and of the initiation of any legal action by LICENSEE or by any third party with regard to any alleged infringement or noninfringement. LICENSEE and GMIP shall in a timely manner keep ESCALON the other party informed and provide copies to ESCALON the other party of all documents regarding all such proceedings or actions instituted by LICENSEELICENSEE or GMIP.

Infringement. 11.1 During (a) If either party shall learn of a claim or assertion that the term Manufacture, Promotion, importation, distribution or sale of a Product in the Territory infringes or otherwise violates the intellectual property rights of any Third Party or that any Third Party violates the intellectual property rights owned or Controlled by (i) PediatRx in the PediatRx Trademarks in the Territory or (ii) Apricus in the Apricus Trademarks in the Territory, then the party becoming so informed shall promptly, but in all events within fifteen (15) days thereof, notify the other party to this Agreement of the claim or assertion. (b) If warranted in the opinion of PediatRx, after consultation with Apricus, PediatRx shall have the right to take such legal action (“Enforcement Action”) as is advisable in PediatRx’s opinion to restrain infringement of the PediatRx Trademarks in the Territory. PediatRx will have the right to institute the Enforcement Action in its own name using counsel of its choice and, except as otherwise set forth in this Agreement, LICENSEE shall have with the first option to police the Licensed Patents and Products against infringement within the Field of Use by other parties. This right to police includes defending control the course of such Enforcement Action. Apricus shall cooperate fully with, and as reasonably requested by, PediatRx in any action for declaratory judgment of noninfringement or invalidity; Enforcement Action, 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 PediatRx shall reimburse ESCALON Apricus for its out-of-pocket expenses incurred in connection with any providing such assistance rendered at LICENSEE’s request or reasonably required cooperation. Apricus may be represented by ESCALON. In the event LICENSEE elects to institute any such action or suit, ESCALON agrees to be named as a nominal party therein. ESCALON retains the right to participate, with counsel of its own choosing and selection at its expense, own expense in any action under this Section 11.1. 11.2 In Enforcement Action. PediatRx shall keep Apricus reasonably informed regarding material developments relating to any Enforcement Action (including by making its outside counsel available to participate in periodic status calls); provided, however, that PediatRx shall obtain Apricus’ consent (which Apricus will not unreasonably withhold) in advance of the event that LICENSEE shall institute an action for infringement grant of a Licensed Patent any license, covenant not to ▇▇▇, right of reference, right of supply, other intellectual property right or other settlement in any Enforcement Action. If PediatRx elects in writing not to bring or defend a declaratory judgment or other action an Enforcement Action with respect to a Licensed Patent, any portion of any resulting settlement payments or damages awarded which is received by LICENSEE, less LICENSEE’s actual outside attorney fees and other direct, out-of-pocket litigation expenses, including expenses due ESCALON for its participation in said litigation as provided under Section 11.1 (not to include any compensation paid to employees of LICENSEE or Sublicensees) paid and unrecovered by LICENSEE, shall be paid 75% to LICENSEE and 25% to ESCALON. If LICENSEE has paid or pays an annual fee to ESCALON under Section 4.6 Product in the year in which Territory within ninety (90) days following a payment notification pursuant to Section 9.2(a), 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 PediatRx fails to bring or defend an Enforcement Action or take other reasonable action to protect the PediatRx Product Trademarks in the Territory from such infringement, or to ▇▇▇▇▇ 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)infringement, then ESCALON Apricus shall have the right, at its sole discretion, to institute an Enforcement Action in its own name using counsel of its choice, at its own expense, and, except as otherwise set forth in this Agreement, with the right to control the course of such Enforcement Action (the “Apricus Step-In Rights”). PediatRx shall cooperate fully with, and as reasonably requested by, Apricus in any such Enforcement Action, including joining such Enforcement Action if necessary to maintain the Enforcement Action, and Apricus shall reimburse PediatRx for its out-of-pocket expenses incurred in providing such cooperation. PediatRx shall have the right to join and participate in the Enforcement Action whether or not such joinder is requested by Apricus. Apricus shall keep PediatRx reasonably informed regarding material developments relating to any such Enforcement Action (including by making its outside counsel available to participate in periodic status calls). PediatRx may be represented by counsel of its own selection at its own expense in any Enforcement Action brought by Apricus pursuant to the Apricus Step-In Rights. Any recovery received by a party as a result of any Enforcement Action shall be used first to reimburse the parties for their costs and expenses (including attorneys’ and professional fees) incurred in connection with such Enforcement Action (and not previously reimbursed). Any remaining amounts, shall be shared by the parties in accordance with their then-current share of Net Operating Income. (c) If warranted in the opinion of Apricus, Apricus shall take such legal action (including prosecution as is advisable in Apricus’ opinion to restrain such infringement of a suit) the Apricus Trademarks. PediatRx shall cooperate fully with, and as requested by, Apricus in Apricus’ attempt to restrain such infringement, and Apricus shall reimburse PediatRx for its out-of-pocket expenses incurred in providing such cooperation. PediatRx may be represented by counsel of its own selection at its own expense and LICENSEE shall use reasonable efforts in any suit or proceeding brought to cooperate in restrain such actioninfringement, at LICENSEE’s expense. In the event ESCALON elects to institute any such action or suit, LICENSEE agrees to be named as a nominal party therein. ESCALON but Apricus shall have full authority the right to settle on such terms as ESCALON shall determinecontrol the suit or proceeding. 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 or by any third party with regard to any alleged infringement or noninfringement. LICENSEE shall in a timely manner keep ESCALON informed and provide copies to ESCALON of all documents regarding all such proceedings or actions instituted by LICENSEE.

Infringement. 11.1 During the term of this Agreement, LICENSEE 11.1. Licensee shall have the first option right during the tern of this Agreement to police the Licensed Patents and Products against infringement within the Field of Use by other parties. This right to police includes defending any action for declaratory judgment of noninfringement or invalidity; and prosecuting, defending or settling all infringement and 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 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 commence an action for infringement of a the Licensed Patent or defend a declaratory judgment or other Patents against any third party for any infringement occurring within the Field of Use, provided that Licensee shall provide Carnegie Mellon thirty (30) days prior written notice of such infringement and of Licensee’s intent to file such action. Carnegie Mellon shall have the right at its own expense to appear in such action with respect to a by counsel of its own selection. If required by the jurisdictional laws of the forum that any such action be prosecuted in the name of the owner of the Licensed Patent, Carnegie Mellon shall voluntarily appear at Licensee’s expense; provided that if such appearance subjects Carnegie Mellon to any portion unrelated action or claim of any resulting settlement payments a third party or damages awarded which is received by LICENSEE, less LICENSEE’s actual outside attorney fees and other direct, out-of-pocket litigation expenses, including expenses due ESCALON for its participation Licensee 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. 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 receivedsuch jurisdiction, 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 Carnegie Mellon shall have the right to take decline such appearance. Settlement of any action brought by Licensee shall require the consent of Carnegie Mellon and Licensee, which neither shall unreasonably withhold from the other, and any settlement amount or recovery for damages shall be applied as follows: (including prosecution i) first, to reimburse the parties for their expenses in connection with the litigation; and (ii) second, Carnegie Mellon shall receive compensation for the time of a suitany Carnegie Mellon personnel involved in the action and (iii) at third, Carnegie Mellon shall receive ten percent (10%) of any settlement amount or recovery remaining. 11.2. Carnegie Mellon shall have the right in its expense and LICENSEE shall use reasonable efforts absolute discretion during the term of this Agreement to cooperate commence an action for infringement of the Licensed Patents against any third party for any infringement occurring anywhere in such actionthe world, at LICENSEE’s expense. In the event ESCALON elects to institute provided that, before commencing any such action or suitconcerning the Field of Use, LICENSEE agrees Carnegie Mellon shall provide Licensee not less than thirty (30) days prior written notice of such infringement and of Carnegie Mellon’s intent to be named as a nominal party thereinfile such action. ESCALON Licensee shall have full authority the right at its own expense to settle on appear in such terms as ESCALON shall determine. 11.4 LICENSEE shall promptly notify ESCALON in writing in detail action by counsel of its own selection. If Carnegie Mellon provides Licensee with such notice before instituting an action concerning the discovery Field of any allegation by a Use and Licensee fails to initiate an action against such third party prior to the commencement of infringement resulting from the practice of Licensed Patents, and of the initiation of any legal an action by LICENSEE Carnegie Mellon, then any settlement amount or by any third party with regard recovery for damages shall belong entirely to any alleged infringement or noninfringement. LICENSEE shall in a timely manner keep ESCALON informed Carnegie Mellon and provide copies to ESCALON Carnegie Mellon may settle said action without the consent of all documents regarding all such proceedings or actions instituted by LICENSEELicensee.

Infringement. 11.1 During the term of this Agreement, 8.1 LICENSEE shall have the first option to police the Licensed Patents and Products against infringement within the Field of Use by other parties. This right to police includes defending any 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 nominal party therein. ESCALON retains SUBLICENSEE(s) has the right to participate, with counsel of its prosecute in their own choosing name and at their own expense any infringement of the PATENT RIGHTS, so long as the license is exclusive when the legal action is commenced. LICENSOR agrees to notify LICENSEE promptly of each infringement of the PATENT RIGHTS of which LICENSOR becomes aware. Before LICENSEE or its expense, in any action under this Section 11.1. 11.2 In the event that LICENSEE shall institute SUBLICENSEES commences an action for infringement infringement, LICENSEE or SUBLICENSEE shall notify LICENSOR and carefully consider the views of LICENSOR and the public interest. 8.2 LICENSOR agrees to join, subject to the approval of the Ohio Attorney General, as a Licensed Patent or defend a declaratory judgment or other action with respect to a Licensed Patent, party plaintiff in any portion of any resulting settlement payments or damages awarded which is received lawsuit initiated by LICENSEE, less if requested by LICENSEE’s actual outside , with all costs, attorney fees and other directexpenses to be paid by LICENSEE. 8.3 If LICENSEE undertakes to enforce and/or defend the PATENT RIGHTS by litigation, out-of-pocket LICENSEE may withhold up to [***] percent ([***]%) of the payments otherwise thereafter due during the course of such litigation to LICENSOR under Article 3. LICENSEE may apply the amounts withheld to reimburse up to half of LICENSEE's litigation expenses, including reasonable attorneys’ fees. If LICENSEE recovers damages in the patent litigation, the award shall be applied first to satisfy LICENSOR’s and LICENSEE’S unreimbursed expenses and legal fees for the litigation, and next to reimburse LICENSOR for any payments under Article 3 which are past due ESCALON or were withheld pursuant to this Article 8. The remaining balance shall be shared in accordance with the percentages described in Section 4.3, except 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, such amounts attributable for lost sales which amounts shall be paid 75% to in accordance with earned royalties described in Section 3.3. 8.4 No settlement, consent judgment or other voluntary final disposition of the suit may be entered into without LICENSOR’s consent, which shall not be unreasonably withheld. 8.5 If LICENSEE and 25% its SUBLICENSEE(s) elect not to ESCALON. exercise their right to prosecute or defend an infringement of the PATENT RIGHTS, LICENSOR may do so at its own expense, controlling such action and retaining all recoveries. 8.6 If a declaratory judgment action alleging invalidity of any of the PATENT RIGHTS is brought against 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 receivedLICENSOR, then that annual fee may be credited by LICENSEE against the share of the payment or award otherwise due to ESCALONLICENSOR, 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)at its sole option, then ESCALON shall have has the right to intervene and take such over the defense of the action (including prosecution of a suit) at its expense and LICENSEE shall use reasonable efforts to cooperate in such action, at LICENSEE’s own expense. In the event ESCALON elects to institute any such action or suit, LICENSEE agrees to be named as a nominal party therein. ESCALON shall 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 or by any third party with regard to any alleged infringement or noninfringement. LICENSEE shall in a timely manner keep ESCALON informed and provide copies to ESCALON of all documents regarding all such proceedings or actions instituted by LICENSEE.

Infringement. 11.1 During the term of this Agreement, LICENSEE shall have has the first option to police the Licensed Patents Patents, Products and Products Processes against infringement by other parties within the Territory and the Field of Use by other partiesUse. This right to police includes defending any action for declaratory judgment of noninfringement or invalidity; and prosecuting, defending or settling all infringement and declaratory judgment actions at its expense and through counsel of its selection, except that LICENSEE shall make any such settlement shall only be made with the advice and consent of ESCALONMICHIGAN. ESCALON MICHIGAN shall provide reasonable assistance to LICENSEE with respect to such actions, provided but only if LICENSEE shall reimburse ESCALON reimburses MICHIGAN for out-of-pocket expenses incurred in connection with any such assistance rendered at LICENSEE’s request or reasonably required by ESCALONMICHIGAN. In the event If LICENSEE elects to institute any such action or suit, ESCALON MICHIGAN agrees to be named as a nominal party therein. ESCALON MICHIGAN retains the right to participate, with counsel of its own choosing and at its own expense, in any action under this Section Paragraph 11.1. 11.2 In the event that If LICENSEE shall institute institutes an action for infringement of a Licensed Patent or defend defends a declaratory judgment or other action with respect to a Licensed Patent, any portion of any resulting Patent and receives settlement payments or damages awarded which is received by LICENSEEawarded, less LICENSEE’s LICENSEE may first recover (A) 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 SublicenseesAffiliates) paid and unrecovered by LICENSEE, (B) compensation for violation of rights other than rights relating to the Licensed Patents, (C) enhanced damages for willfulness, including punitive or treble damages; from any sums remaining, MICHIGAN shall be paid 75% entitled to LICENSEE one percent of the net sales of Products and 25% Processes of other parties subject to ESCALONany such settlement, verdict, or judgment. Amounts due to MICHIGAN under this Paragraph shall not exceed any such sums remaining. If LICENSEE has paid or pays an annual fee to ESCALON MICHIGAN under Section 4.6 Paragraph 4.5 in the same year in which LICENSEE receives a payment or award as set out above is receivedabove, then LICENSEE may credit that annual fee may be credited by LICENSEE against the share of the payment or award otherwise due to ESCALONMICHIGAN, exactly as if that share represented additional royalties due from LICENSEE, pursuant to Paragraph 4.5. 11.3 In the event that If LICENSEE fails to take action to ▇▇▇▇▇ any alleged infringement of a Licensed Patent within sixty six (606) days months of a request by ESCALON MICHIGAN to do so (or within such a shorter period which might be if required to preserve the legal rights of ESCALON MICHIGAN under the laws of any relevant government or political subdivision thereof), then ESCALON shall have MICHIGAN has the right to take such action (including prosecution of a suit) at its expense and LICENSEE shall use reasonable efforts to cooperate in such action, at LICENSEE’s expense. In the event ESCALON If MICHIGAN elects to institute any such action or suit, LICENSEE agrees to be named as a nominal party therein. ESCALON shall have MICHIGAN has full authority to settle on such terms as ESCALON MICHIGAN determines, except that MICHIGAN shall determine. 11.4 LICENSEE shall promptly notify ESCALON in writing in detail of the discovery of not reach any allegation by settlement whereby it licenses a third party under any Licensed Patents in the Territory and the Field of infringement resulting from Use without the practice consent of Licensed PatentsLICENSEE, and of the initiation which consent LICENSEE can withhold for any reason. MICHIGAN retains one hundred percent (100%) of any legal action by LICENSEE recovery or by any third party with regard to any alleged infringement or noninfringement. LICENSEE shall in a timely manner keep ESCALON informed and provide copies to ESCALON of all documents regarding all such proceedings or actions instituted by LICENSEE.settlement under this

Infringement. 11.1 During UIRF and Licensee agree to promptly inform the term other party in writing of this Agreement, LICENSEE shall have any suspected infringement of the Patent Rights or Technical Information along with any available evidence of such infringement lawfully in the possession of Licensee or its Sublicensee(s). (a) An exclusive Licensee has the first option right to police enforce the Licensed Patents and Products against infringement within Patent Rights in its name in the Field of Use by other parties. This right and Territory against infringers or otherwise act to police includes defending any action for declaratory judgment of noninfringement or invalidity; and prosecuting, defending or settling all eliminate infringement and declaratory judgment actions at its expense sole cost and through counsel expense, provided that the license is exclusive at the commencement of its selectionthe action and remains exclusive throughout the action, except that and provided Licensee keeps UIRF fully informed with the right and opportunity to advise and comment. Prior to commencing any such settlement shall only be made with action an exclusive Licensee will give careful consideration to the advice views of UIRF and consent to the potential effects on the public interest in making a decision whether or not to ▇▇▇ and, in the case of ESCALON. ESCALON shall provide reasonable assistance to LICENSEE with respect the Sublicensee(s) not a party to such action, Licensee agrees to report UIRF's views to the Sublicensee(s). UIRF will reasonably cooperate, at Licensee's expense, in any such actions. Licensee shall act in good faith to preserve UIRF's right, provided LICENSEE title and interest in and to the Patent Rights. Licensee shall reimburse ESCALON for pay to UIRF twenty-five percent (25%) of any recovery in such suit or settlement, net of all reasonable and documented out-of-pocket costs and expenses incurred in connection associated with any such assistance rendered at LICENSEE’s request suit or reasonably required by ESCALON. In the event LICENSEE elects settlement. (b) Licensee is not permitted to institute any such action settle or suit, ESCALON agrees agree to be named as a nominal party therein. ESCALON retains the right to participate, with counsel of its own choosing and at its expense, consent judgement in any action under this Section 11.1. 11.2 In the event that LICENSEE shall institute an action for infringement would impose any material obligation on or make any admission of a Licensed Patent or defend a declaratory judgment or other action with respect to a Licensed Patent, any portion fault on behalf of any resulting settlement payments or damages awarded which is received by LICENSEE, less LICENSEE’s actual outside attorney fees and other direct, out-of-pocket litigation expensesUIRF, including expenses due ESCALON for its participation in said litigation as provided under Section 11.1 (not compromising the Patent Rights, without UIRF's express written consent, which it may withhold. Nothing herein shall prevent UIRF from seeking 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. If LICENSEE has paid or pays an annual fee to ESCALON under Section 4.6 in the year in which require that Licensee grant such third party infringer a payment or award as set out above is received, then that annual fee may be credited by LICENSEE against the share sublicense permitting such infringer of the payment or award otherwise due Patent Rights 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 practice under the laws of any relevant government or political subdivision thereof)Patent Rights if such practice is allowed under a settlement arrangement entered into by UIRF in good faith with a third party infringer. Notwithstanding the foregoing, then ESCALON Licensee shall have the right to take such action (including prosecution review and approve a settlement arrangement prior to UIRF's final acceptance of its terms. Such approval shall not be unreasonably withheld by Licensee. Licensee's approval of a suitsettlement arrangement shall be assumed if written notice of Licensee's rejection of a settlement arrangement is not received by UIRF from Licensee within five (5) at business days of receipt of notice from UIRF to Licensee of its expense and LICENSEE terms. UIRF shall use reasonable efforts to cooperate in such action, at LICENSEE’s expense. In the event ESCALON elects to institute enter into any such action or suit, LICENSEE agrees to be named as a nominal party therein. ESCALON shall have full authority to settle on such terms as ESCALON shall determinesettlement arrangement in good faith. 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 or by any third party with regard to any alleged infringement or noninfringement. LICENSEE shall in a timely manner keep ESCALON informed and provide copies to ESCALON of all documents regarding all such proceedings or actions instituted by LICENSEE.

Infringement. 11.1 7.1 Rockefeller agrees to notify Amgen promptly of any evidence of third party infringement of the Licensed Patent Rights and all details of such infringement of Licensed Patent Rights of which it becomes aware. 7.2 Amgen, or its sublicensees, shall have the right but not the obligation, in its own name, to institute patent infringement proceedings against third parties based on any Licensed Patent Rights licensed hereunder. The expense of any such proceedings, including lawyers’ fees and costs, shall be borne by Amgen. Each Party shall execute all necessary and proper documents and take all other appropriate action required to institute and prosecute such proceedings. If Amgen or its sublicensee elects to commence an action for infringement and Rockefeller is a legally indispensable party to such action, Rockefeller shall have the right to assign to Amgen its right, title and Interest in the subject patent(s) or application(s) (subject to its obligations to the U.S. government) in lieu of joining as an indispensable party, should that be sufficient for purposes of commencing and maintaining the action. Regardless of such assignment or not, however, Rockefeller shall cooperate fully with Amgen in such action upon request by Amgen. During the term of this Agreement, LICENSEE shall have the first option to police the Licensed Patents and Products against infringement within the Field of Use by other parties. This right to police includes defending any 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 Rockefeller agrees to be named as a nominal party therein. ESCALON retains the right use its best efforts 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 ensure that LICENSEE shall institute an action for infringement of a Licensed Patent or defend a declaratory judgment or other action with respect to a Licensed Patent, any portion of any resulting settlement payments or damages awarded which is received by 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. 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 Dr. ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ and any alleged infringement co-inventors of a Licensed Patent within sixty Rights (60and/or other Rockefeller or ▇▇▇▇▇▇ ▇▇▇▇▇▇ Medical Institute employees as might reasonably be requested for assistance by Amgen) days will be available to cooperate with Amgen at Amgen’s request and expense In connection with such action. 7.3 Any award paid by third parties as a result of a request such patent infringement proceedings (whether by ESCALON way of settlement or otherwise) shall first be applied toward reimbursement for the legal fees and expenses incurred, and the excess, if any, shall be treated as Net Sales, prorated over the period of the alleged infringement, of Products, on which Amgen shall pay the applicable royalty. So long as such infringement proceedings continue, Amgen shall be permitted to do so (reserve any royalty due to Rockefeller on sales of the affected Product in the country in question until such time as the proceedings have been concluded. If the patent is finally held to be valid and infringed by any such third party, the reserved royalty shall thereupon be promptly paid to Rockefeller; if such patent is finally held to be unenforceable or within such shorter period which might invalid, then Rockefeller shall not be entitled to the reserved royalty and no further royally shall be due by Amgen or its sublicensees under that patent; royalties theretofore paid may be retained. 7.4 Should Amgen In any calendar year be required to preserve the legal rights of ESCALON pay royalties in any country under the laws of any relevant government third party patents in order to make, use, or political subdivision thereof)sell a Product hereunder, then ESCALON Amgen shall have the right to take deduct such action (including prosecution royalties from any royalties due Rockefeller in that country, up to a maximum of a suit) at its expense and LICENSEE [*], provided, however, that the royalty owed to Rockefeller shall use reasonable efforts never be less than [*] of the amount otherwise payable by Amgen to cooperate Rockefeller on Net Sales of such Product pursuant to Section 6 in such action, at LICENSEE’s expensethe affected country. In the event ESCALON elects unlicensed competition should render it impossible for Amgen to institute make an acceptable profit in any country of the Territory, the Parties shall meet to discuss an appropriate further reduction in the royalty due Rockefeller for that country. 7.5 Amgen shall have the first right, but not the obligation, to defend any suit against Amgen or its sublicensees alleging infringement of any third party patent right arising out of the manufacture, use, or sale of a Product by Amgen or its sublicensees. Rockefeller and Amgen shall confer with each other and cooperate during the defense of any such action action. If Amgen finds it necessary or suitdesirable for Rockefeller to join Amgen as a party, LICENSEE Rockefeller shall execute all papers or perform such other acts as may reasonably be required by Amgen. Rockefeller agrees to use its best efforts to ensure that Dr. ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ and any co-inventors of Licensed Patent Rights (and/or other Rockefeller or ▇▇▇▇▇▇ ▇▇▇▇▇▇ Medical Institute employees as might reasonably be named requested for assistance by Amgen) will be available to cooperate with Amgen at Amgen’s request and expense for pursuing such action. Rockefeller shall be entitled to participate in and have counsel selected by it participate in any such action. Amgen shall bear the costs and expenses associated with any such suit or action. So long as 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 Infringement proceedings by a third party continue, Amgen shall be permitted to reserve the royalty payable to Rockefeller on the sales of any affected Product in the country in question until such time as the proceedings have been concluded. If the third party patent right is finally held to be uninfringed, unenforceable or invalid, then any reserved amount shall be promptly paid to Rockefeller. If the third party patent right is finally held to be valid and infringed by Amgen or its sublicensees or Amgen or the sublicensees enter into a settlement of such proceedings, Amgen or its sublicensees shall pay the full amount of such royalties, damages and/or settlement amounts due to such third party. 7.6 Unless abandoned or terminated, the licenses herein granted shall continue for the lives of any patents licensed hereunder as the same or the effectiveness thereof may be extended by an governmental authority, rule or regulation applicable thereto. Thereafter, upon expiration of all Licensed Patent Rights in a country, Amgen shall have a fully paid-up license to make, use and sell the Products(s) in that country. 7.7 In any infringement resulting from suit that Amgen may institute to enforce or defend the practice Licensed Patent Rights pursuant to this Agreement, Rockefeller, at the request and expense of Licensed PatentsAmgen, shall cooperate in all respects and, to the extent possible, have its employees testify when requested and make available relevant records, papers, information, samples, specimens, and of the initiation of any legal action by LICENSEE or by any third party with regard to any alleged infringement or noninfringement. LICENSEE shall in a timely manner keep ESCALON informed and provide copies to ESCALON of all documents regarding all such proceedings or actions instituted by LICENSEElike.

Infringement. 11.1 During the term of this Agreement, LICENSEE shall have the first option to police the Licensed Patents and Products against infringement within the Field of Use by other parties. This right to police includes defending any 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 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 A. In the event that LICENSEE a third part appears to be infringing one or more of the Licensed Patents, CONVATEC shall institute an action for bring such infringement to the attention of a Licensed Patent or defend a declaratory judgment or other action with respect to a Licensed Patent, any portion of any resulting settlement payments or damages awarded which is received by 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 ESCALONLICENSOR. If LICENSEE has paid LICENSOR does not institute infringement proceedings against such third party within ninety (90) days after written notice from CONVATEC that such third party appears to be infringing one or 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 more of the payment or award otherwise due to ESCALONLicensed Patents, 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 CONVATEC shall have the right to take whatever steps in its own and sole discretion it shall deem advisable, including but not limited to, settlement or the filing of suit for damages or to enjoin such action sales or offers for sale by such third party. LICENSOR agrees to perform all acts which may become necessary or desirable to vest in CONVATEC the right to institute any such suit and shall, upon reasonable notice, cooperate and, to the extent deemed necessary or desirable by CONVATEC and at CONVATEC’s expense, participate in any suit to enjoin such infringement and to collect, for the benefit of CONVATEC, damages, profits and awards of any nature recoverable for such infringement. The costs and expenses of such suit or settlement shall be borne by CONVATEC. Recovery of damages in any such suit or settlement with any third party shall inure to the benefit of CONVATEC; however, CONVATEC shall after first recouping its reasonable attorneys' fees and costs incurred in connection with such suit or settlement apply any excess recovered damages to reimbursing LICENSOR, to the extent of such excess, the royalties that would have been payable to LICENSOR but for application of Article V, Paragraph E, hereof. B. LICENSOR agrees should a third party institute a patent infringement suit in any country of the Territory against CONVATEC or a Subsidiary or sublicensee of CONVATEC predicated on CONVATEC’s or its Subsidiaries' or sublicensees’ manufacture, use or sale of Product, CONVATEC shall have the right to reduce by fifty percent (including prosecution of a suit50%) at its expense and LICENSEE shall use reasonable efforts royalties due to cooperate LICENSOR in such action, at LICENSEE’s expensecountry hereunder with respect to such Product. In the event ESCALON elects such third party suit is successfully defended by CONVATEC, it shall, upon final determination thereof, pay to institute any LICENSOR all royalties that would have been payable to LICENSOR if such action or suit had not been instituted, less reasonable attorneys’ fees and costs incurred by CONVATEC in connection with such suit, LICENSEE agrees which shall not exceed the total amount of royalties payable to be named as a nominal party therein. ESCALON shall have full authority to settle on such terms as ESCALON shall determineLICENSOR by virtue of said successful defense and final determination. 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 or by any third party with regard to any alleged infringement or noninfringement. LICENSEE shall in a timely manner keep ESCALON informed and provide copies to ESCALON of all documents regarding all such proceedings or actions instituted by LICENSEE.

Infringement. 11.1 During 8.1 LICENSEE or its sublicensee(s) (subject to any applicable sublicensing agreement) has the right to prosecute in their own name and at their own expense any infringement of the PATENT RIGHTS, so long as the license is exclusive when the legal action is commenced. OSU agrees to notify LICENSEE promptly of each infringement of the PATENT RIGHTS of which OSU becomes aware. Before LICENSEE or its sublicensees commences an action for infringement, LICENSEE or sublicensee shall notify OSU and carefully consider the views of OSU and the public interest. 8.2 Where joinder is a matter of discretion, OSU agrees to join, subject to the approval of the Ohio Attorney General, as a party plaintiff in any lawsuit initiated by LICENSEE, if requested by LICENSEE. If required by law to obtain standing, OSU shall join or otherwise permit any action or proceeding to be brought on OSU’s behalf and in its name and cooperate with LICENSEE in all aspects of any such action or proceeding brought under this Article, with all costs, attorney fees and expenses reasonably and actually incurred to be paid by LICENSEE. 8.3 If LICENSEE undertakes to enforce and/or defend the PATENT RIGHTS by litigation, LICENSEE may withhold up to fifty percent (50%) of the payments otherwise thereafter due during the course of such litigation to OSU under Article 3. LICENSEE may apply the amounts withheld to reimburse up to half of LICENSEE’s litigation expenses, including reasonable attorneys’ fees. Any recovery under this Section of damages for infringement by a third party shall be distributed as follows: (a) each of OSU and LICENSEE shall be reimbursed for any otherwise unreimbursed legal fees and other out-of pocket expenses incurred in the action; (b) OSU shall be reimbursed for any payments under Article 3 that are past due or were withheld pursuant to this Article; and (c) the remaining balance being divided between OSU and LICENSEE by, in the case where the recovery is based on LICENSEE’s lost profits, determining the amount of NET SALES that were relied upon for purposes of calculating such lost profits and calculating the amounts that would have otherwise been paid to OSU under this Agreement had such NET SALES been earned by LICENSEE (after taking into account the amounts allocated under clauses (a) and (b) above, provided, however, that in no event shall the amount payable from any such recovery exceed fifty percent (50%) of any such lost profits, with all amounts remaining from any such recovery being paid to or otherwise retained by LICENSEE. LICENSEE shall during the term of this Agreement, LICENSEE shall Agreement have the first option sole right subject to police the Licensed Patents terms and Products against infringement within conditions hereof to sublicense any alleged infringer for future use of the Field PATENT RIGHTS to the extent licensed by this Agreement. Any upfront fees paid to LICENSEE as part of Use such a sublicense, after reimbursement of any legal expenses incurred by LICENSEE and OSU, shall be treated as SUBLICENSE REVENUES for purposes of this Agreement. 8.4 No settlement, consent judgment or other parties. This voluntary final disposition of the suit may be entered into without OSU’s consent, which shall not be unreasonably withheld, unless and to the extent that such settlement is in the form of a sublicense pursuant to the terms and conditions of this Agreement. 8.5 If LICENSEE and its sublicensee(s) elect not to exercise their right to police includes defending any action for declaratory judgment prosecute or defend an infringement of noninfringement or invalidity; and prosecutingthe PATENT RIGHTS, defending or settling all infringement and declaratory judgment actions OSU may do so at its expense own expense, controlling such action and through counsel of its selection, except that any such settlement shall only be made with retaining all recoveries; in 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 case where any such action or suit, ESCALON agrees to be named as a nominal party therein. ESCALON retains the right to participate, with counsel of its own choosing and at its expense, in any action under this Section 11.1. 11.2 In the event that LICENSEE shall institute an action for infringement of a Licensed Patent or defend a declaratory judgment or other action with respect to a Licensed Patent, any portion of any resulting settlement payments or damages awarded which is received undertaken by LICENSEE, less LICENSEE’s actual outside attorney fees and other direct, out-of-pocket litigation expenses, including expenses OSU 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. 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 being unable to do so (or within such shorter period which might be required e.g., in the case where LICENSEE is unable to preserve the legal rights of ESCALON under the laws of any relevant government or political subdivision thereofobtain standing), then ESCALON any recoveries shall have be allocated in accordance with Section 8.3 above. 8.6 If a declaratory judgment action alleging invalidity of any of the PATENT RIGHTS is brought against LICENSEE or OSU, then OSU, at its sole option, has the right to intervene and take such over the defense of the action (including prosecution of a suit) at its expense and LICENSEE shall use reasonable efforts to cooperate in such action, at LICENSEE’s own expense. In the event ESCALON elects to institute any such action or suit, LICENSEE agrees to be named as a nominal party therein. ESCALON shall 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 or by any third party with regard to any alleged infringement or noninfringement. LICENSEE shall in a timely manner keep ESCALON informed and provide copies to ESCALON of all documents regarding all such proceedings or actions instituted by LICENSEE.

Infringement. 11.1 LICENSEE and MICHIGAN shall each inform the other promptly in writing of any alleged infringement of the Licensed Patents in any Field of Use by a third party and of any available evidence thereof. 11.2 During the term of this Agreement, LICENSEE shall have has the first option to police the Licensed Patents and Products against infringement by other parties within the Field Territory and the Fields of Use by other partiesUse. This right to police includes defending any action for declaratory judgment of noninfringement non-infringement or invalidity; and prosecuting, defending or settling all infringement and declaratory judgment actions at its expense and through counsel of its selection, except that LICENSEE shall make any such settlement shall only be made with the advice and consent of ESCALONMICHIGAN, which consent shall not be unreasonably withheld. ESCALON MICHIGAN shall provide reasonable assistance to LICENSEE with respect to such Confidential materials omitted and filed separately with the Securities and Exchange Commission. Asterisks denote omissions. actions, provided but only if LICENSEE shall reimburse ESCALON reimburses MICHIGAN for out-of-pocket expenses incurred in connection with any such assistance rendered at LICENSEE’s 's request or reasonably required by ESCALONMICHIGAN. In the event If LICENSEE elects to institute any such action or suit, ESCALON MICHIGAN agrees to be named as a nominal party therein. ESCALON MICHIGAN retains the right to participate, with counsel of its own choosing and at its own expense, in any action under this Section 11.1Paragraph 11.2. 11.2 In the event that 11.3 If LICENSEE shall institute institutes an action for infringement of a Licensed Patent or defend defends a declaratory judgment or other action with respect to a Licensed Patent, any portion then during the pendency of any resulting settlement such litigation LICENSEE may withhold up to [**] percent ([**]%) of the payments or damages awarded which is received by otherwise thereafter due MICHIGAN under Paragraphs 4.2 and 4.3 above, applying that withholding towards reimbursement of no more than [**] ([**]) of LICENSEE, less LICENSEE’s '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 Affiliates). Any resulting settlement payments or damages awarded and unrecovered received by LICENSEE, LICENSEE shall be paid 75% applied equally toward reimbursement of MICHIGAN's withheld royalties pursuant to LICENSEE this Paragraph and 25% to ESCALON. If LICENSEE has paid or pays an annual fee to ESCALON under Section 4.6 in the year in LICENSEE's out-of-pocket expenses which a payment or award as set out above is received, then that annual fee may be credited by LICENSEE against the share were not reimbursed; of the payment or award otherwise due to ESCALONremainder, 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)any, then ESCALON shall have the right to take such action (including prosecution of a suit) at its expense and LICENSEE shall use reasonable efforts to cooperate in such action, at LICENSEE’s expense. In the event ESCALON elects to institute any such action or suit, LICENSEE agrees to be named as a nominal party therein. ESCALON shall 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 or by any third party with regard to any alleged infringement or noninfringement. LICENSEE shall in a timely manner keep ESCALON informed and provide copies to ESCALON of all documents regarding all such proceedings or actions instituted by LICENSEE.pay [**] percent ([**]%)

Infringement. 11.1 During 19.1. Subject to the term limitations set forth in this Section, National will indemnify, defend and hold DSP harmless against any claim, suit or proceeding brought against DSP, and against all damages, losses, liabilities, and costs (including, without limitation, reasonable attorneys' fees) arising out of or resulting from a claim that the exercise of any right or license granted to DSP under this Agreement (including, without limitation, the licensing of the Licensed Technology by DSP under Section 3 and the use of the Licensed Technology by DSP under Section 5) constitutes an infringement of any intellectual property right enforceable in [*]. IN NO EVENT SHALL NATIONAL'S LIABILITY UNDER THIS SECTION 19.1 WITH RESPECT TO THIRD PARTY CLAIMS OF PATENT INFRINGEMENT EXCEED THE TOTAL AMOUNT OF FEES PAID BY DSP TO NATIONAL UNDER THIS AGREEMENT. 19.2. Subject to the limitations set forth in this Section, National will defend any claim, suit or proceeding brought against any DSP Sublicensee and pay damages and costs awarded against such DSP Sublicensee, if based on a claim that the exercise of the rights granted to such DSP Sublicensee by DSP pursuant to this Agreement and in accordance with the terms of this Agreement, LICENSEE Agreement constitutes an infringement of any intellectual property right enforceable in [*]. IN NO EVENT SHALL NATIONAL'S LIABILITY UNDER THIS SECTION 19.2 WITH RESPECT TO THIRD PARTY CLAIMS OF PATENT INFRINGEMENT EXCEED THE TOTAL AMOUNT OF FEES PAID BY A DSP SUBLICENSEE TO DSP AND REMITTED TO NATIONAL PURSUANT TO THIS AGREEMENT. The Parties agree to each DSP Sublicensee shall have the first option to police the Licensed Patents and Products against infringement within the Field be an intended third party beneficiary 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 ESCALONNational's obligations herein. In the event LICENSEE elects to institute any such action or suitaddition, ESCALON upon DSP's written request, National agrees to be named as a nominal party thereinprovide confirmation to potential DSP Sublicensees of National's obligations to DSP Sublicensees under this section 19.2. 19.3. ESCALON retains the right to participate, with counsel of its own choosing and at its expense, in any action National's obligations under this Section 11.1. 11.2 19.0 are conditioned upon receiving prompt written notice from DSP and/or the DSP Sublicensee, as applicable, and being given full and complete authority, information and assistance (at National's expense) for defense of same. National will pay damages and costs therein awarded against DSP or the DSP Sublicensee, as applicable, but will not be responsible for any compromise made without its written consent. In providing such defense, or in the event that LICENSEE shall institute an action for the use or sale of any Compliant Product incorporating, embodying or based upon the Licensed Technology is held to constitute infringement and the use or sale of a Licensed Patent or defend a declaratory judgment or other action with respect such Compliant Product is enjoined, National shall, at its sole discretion, [*] ------------------- [*] Omitted pursuant to a Licensed Patentconfidential treatment request. The material has been filed separately with the Securities and Exchange Commission. [*] 19.4. National's defense and indemnity obligations herein do not extend to any claim, any portion of any resulting settlement payments suit or damages awarded which is received by LICENSEE, less LICENSEE’s actual outside attorney fees and other direct, out-of-pocket litigation expenses, including expenses due ESCALON for its participation in said litigation as provided under Section 11.1 (not to include any compensation paid to employees of LICENSEE proceeding based upon an infringement or Sublicensees) paid and unrecovered by LICENSEE, shall be paid 75% to LICENSEE and 25% to ESCALON. 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 an intellectual property right by: (i) a Licensed Patent within sixty manufacturing process of DSP or a DSP Sublicensee; (60ii) 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 right to take such action (including prosecution of a suit) at its expense and LICENSEE shall use reasonable efforts to cooperate in such action, at LICENSEE’s expense. In the event ESCALON elects to institute any such action or suit, LICENSEE agrees to be named as a nominal party therein. ESCALON shall have full authority to settle on such terms as ESCALON shall determine. 11.4 LICENSEE shall promptly notify ESCALON in writing in detail modification of the discovery of any allegation Licensed Technology not made by a third party of infringement resulting from National; or (iii) the practice of Licensed Patents, and use of the initiation Licensed Technology or any derivatives arising out of any legal action by LICENSEE the use of the Licensed Technology, in combination with other equipment, technology or by any third party with regard to any alleged infringement software not purchased or noninfringement. LICENSEE shall in a timely manner keep ESCALON informed and provide copies to ESCALON of all documents regarding all licensed from National, provided that such proceedings claims would not have occurred but for such process, combination, modification or actions instituted by LICENSEEenhancement.

Infringement. 11.1 During the term of this Agreement7.1 Except as set forth in Sections 8.5.3, LICENSEE shall have the first option to police the Licensed Patents 8.6.3 and Products against infringement within the Field of Use by other parties. This right to police includes defending any action for declaratory judgment of noninfringement or invalidity; and prosecuting, defending or settling all infringement and 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 nominal party therein. ESCALON retains the right to participate, with counsel of its own choosing and at its expense8.7.3, in any action under this Section 11.1. 11.2 In the event that LICENSEE shall institute an action for infringement any of a the Licensed Patent Rights are infringed or defend believed to be infringed by a declaratory judgment or other action with respect third party, Novo Nordisk may, at its option, elect to a Licensed Patent, any portion of any resulting settlement payments or damages awarded which is received by LICENSEE, less LICENSEE’s actual outside attorney fees and other direct, out-of-pocket litigation expenses, including expenses due ESCALON for its participation in said litigation as provided under Section 11.1 (not to include any compensation paid to employees of LICENSEE or Sublicensees) paid and unrecovered by LICENSEE, shall be paid 75% to LICENSEE and 25% to ESCALONprosecute such infringement claims. If LICENSEE has paid or pays Novo Nordisk elects to commence such an annual fee to ESCALON under Section 4.6 in the year in which a payment or award as set out above is receivedaction, then that annual fee may be credited by LICENSEE against the share Novo Nordisk shall have control 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 such 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 and shall have the right to take such action (including settle or compromise the same, and Progenitor agrees that it shall fully cooperate in every reasonable way with the prosecution of such action. If Novo Nordisk elects to commence such an action, Progenitor hereby grants Novo Nordisk the right to do so in Progenitor's name, and, if Progenitor is a suit) at its expense and LICENSEE shall use reasonable efforts legally indispensable party to cooperate in such action, Novo Nordisk may cause it to be joined as a party in such action at LICENSEE’s Novo Nordisk's expense. Novo Nordisk shall notify Progenitor of any action filed by Novo Nordisk pursuant to this Section and shall keep Progenitor generally informed as to the progress of such action. 7.2 Recoveries or reimbursements from any such action shall first be applied to reimburse Novo Nordisk for its expenses, costs and fees in connection with the action. Any remaining recoveries or reimbursements, to the extent they constitute the equivalent of, or damages or payments in lieu of, reasonable royalties on the infringer's sales (but not in excess of the amount that would be payable pursuant to Section 4.4), shall be shared with Progenitor in accordance with Section 4.4, and otherwise shall be retained by Novo Nordisk as its own property. J:\DOCS\BTPM_NY_\46\0035332.02 10/3/95 -19- 7.3 In the event ESCALON that Novo Nordisk decides not to commence or continue prosecution of an infringement of the Licensed Patent Rights pursuant to the above paragraphs, Novo Nordisk will promptly give written notice of such decision to Progenitor. Progenitor shall thereafter have the right, but not the obligation, to commence or continue such action at its own expense, controlling such action and retaining all recoveries therefrom. If Progenitor elects to institute bring an action to prosecute the infringement of any Licensed Patent Rights under this Section, Progenitor shall have sole control of such action and may settle or suitcompromise such action in its sole discretion, LICENSEE provided that no such settlement or compromise conflicts with any provision of this Agreement. If Progenitor elects to commence such an action, Novo Nordisk hereby grants Progenitor the right to do so in Novo Nordisk's name, and, if Novo Nordisk is a legally indispensable party to such action, Progenitor may cause it to be joined as a party in such action at Progenitor's expense, and Novo Nordisk agrees to be named as a nominal party therein. ESCALON shall have full authority to settle on cooperate fully in every reasonable way with the prosecution of such terms as ESCALON shall determineaction. 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 or by any third party with regard to any alleged infringement or noninfringement. LICENSEE shall in a timely manner keep ESCALON informed and provide copies to ESCALON of all documents regarding all such proceedings or actions instituted by LICENSEE.

Infringement. 11.1 During the term of this Agreement, LICENSEE shall have the first option to police the Licensed Patents and Products against infringement within the Field of Use by other parties. This right to police includes defending any 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 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 A. In the event that LICENSEE a third part appears to be infringing one or more of the Licensed Patents, CONVATEC shall institute an action for bring such infringement to the attention of a Licensed Patent or defend a declaratory judgment or other action with respect to a Licensed Patent, any portion of any resulting settlement payments or damages awarded which is received by 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 ESCALONLICENSOR. If LICENSEE has paid LICENSOR does not institute infringement proceedings against such third party within ninety (90) days after written notice from CONVATEC that such third party appears to be infringing one or 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 more of the payment or award otherwise due to ESCALONLicensed Patents, 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 CONVATEC shall have the right to take whatever steps in its own and sole discretion it shall deem advisable, including but not limited to, settlement or the filing of suit for damages or to enjoin such action sales or offers for sale by such third party. LICENSOR agrees to perform all acts which may become necessary or desirable to vest in CONVATEC the right to institute any such suit and shall, upon reasonable notice, cooperate and, to the extent deemed necessary or desirable by CONVATEC and at CONVATEC's expense, participate in any suit to enjoin such infringement and to collect, for the benefit of CONVATEC, damages, profits and awards of any nature recoverable for such infringement. The costs and expenses of such suit or settlement shall be borne by CONVATEC. Recovery of damages in any such suit or settlement with any third party shall inure to the benefit of CONVATEC; however, CONVATEC shall after first recouping its reasonable attorneys' fees and costs incurred in connection with such suit or settlement apply any excess recovered damages to reimbursing LICENSOR, to the extent of such excess, the royalties that would have been payable to LICENSOR but for application of Article V, Paragraph E, hereof. B. LICENSOR agrees should a third party institute a patent infringement suit in any country of the Territory against CONVATEC or a Subsidiary or sublicensee of CONVATEC predicated on CONVATEC's or its Subsidiaries' or sublicensees' manufacture, use or sale of Product, CONVATEC shall have the right to reduce by fifty percent (including prosecution of a suit50%) at its expense and LICENSEE shall use reasonable efforts royalties due to cooperate LICENSOR in such action, at LICENSEE’s expensecountry hereunder with respect to such Product. In the event ESCALON elects such third party suit is successfully defended by CONVATEC, it shall, upon final determination thereof, pay to institute any LICENSOR all royalties that would have been payable to LICENSOR if such action or suit had not been instituted, less reasonable attorneys' fees and costs incurred by CONVATEC in connection with such suit, LICENSEE agrees which shall not exceed the total amount of royalties payable to be named as a nominal party therein. ESCALON shall have full authority to settle on such terms as ESCALON shall determineLICENSOR by virtue of said successful defense and final determination. 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 or by any third party with regard to any alleged infringement or noninfringement. LICENSEE shall in a timely manner keep ESCALON informed and provide copies to ESCALON of all documents regarding all such proceedings or actions instituted by LICENSEE.

Infringement. 11.1 During the term of this Agreement, 12.1 CONECTUS and LICENSEE shall have inform each other in writing promptly with respect of any THIRD PARTY infringement in relation to the first option to police PATENTS of which they may become aware and/or of any infringement claims or actions which may be taken against them. 12.2 Should there be a THIRD PARTY infringement of the Licensed Patents and Products PATENTS, CONECTUS and/or the ESTABLISHMENTS may at their sole expense undertake legal action against infringement within the Field of Use by other parties. This right to police includes defending any action for declaratory judgment of noninfringement or invalidity; and prosecuting, defending or settling all infringement and declaratory judgment actions at its expense and through counsel of its selection, except that any such settlement shall only be made infringing party with the advice understanding that [***]. The foregoing shall not prevent LICENSEE from taking action against any THIRD PARTY infringement of the PATENTS in its name or in the name of CONECTUS [***] for seeking compensation for prejudice which it has incurred. Any expenses, losses, indemnification or damages which may be awarded by court decision for said prejudice will [***]. If an action is taken in the name of CONECTUS, CONECTUS shall timely provide any required power of attorney and 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 indemnify CONECTUS of any Third Party’s claim against CONECTUS in connection relation 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 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 11.1action. 11.2 In 12.3 Should the event that LICENSEE shall institute an ESTABLISHMENTS and CONECTUS decide not to undertake a legal action for against THIRD PARTY infringement of a Licensed Patent or defend a declaratory judgment or other action with respect the PATENTS, and if LICENSEE wishes to a Licensed Patentundertake such legal action, any portion of any resulting settlement payments or damages awarded which is received by LICENSEE, less LICENSEE’s actual outside attorney fees and other direct, out-of-pocket litigation expenses, including expenses due ESCALON for its participation in said litigation as provided under Section 11.1 (not to include any compensation paid to employees of LICENSEE or Sublicensees) paid and unrecovered by LICENSEE, shall be paid 75% to LICENSEE and 25% to ESCALON. 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 right to take such action (including prosecution of a suit) at its expense and LICENSEE CONECTUS shall use reasonable efforts to cause the ESTABLISHMENTS to give LICENSEE the power of attorney to undertake a legal action in the name of the ESTABLISHMENTS. If the ESTABLISHMENTS choose not to give such power of attorney to LICENSEE, then CONECTUS shall cause the ESTABLISHMENTS to work with the THIRD PARTY infringer to reach an acceptable solution to remedy such THIRD PARTY infringing activity (e.g. in the way of a license, agreement to cease and desist, etc.) and as long as a solution acceptable to LICENSEE is not reached, the PATENTS shall not longer be subject to royalty pursuant to this Agreement. 12.4 In the case where LICENSEE undertakes legal action against THIRD PARTY infringement of the PATENTS, [***], and CONECTUS agrees to cooperate fully with LICENSEE as reasonably requested in such legal action, at including, without limitation, providing any documents necessary or helpful for such legal action. The stipulations set out above are applicable subject to the legal imperative provisions applicable in the country where the infringement occurs. 12.5 Should any infringement suit be brought against LICENSEE and/or its AFFILIATES and/or its SUBLICENSEES with respect to the exploitation of LICENSED PRODUCTS due to the use of the PATENTS or other rights granted to LICENSEE in the present Agreement, CONECTUS shall cooperate fully with LICENSEE in LICENSEE’s expensedefense, including without limitation providing LICENSEE with the documents which may be required for its defence. In [***] Certain information in this document has been excluded pursuant to Regulation S-K, Item 601(b)(10). Such excluded information is not material and would likely cause competitive harm to the event ESCALON elects to institute any such action or suitregistrant if publicly disclosed. Should LICENSEE be found guilty for said infringement, LICENSEE agrees to CONECTUS shall not 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 called 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 warranty by LICENSEE or be liable to indemnify, reimburse or reduce any of the sums due by LICENSEE at the moment of the final legal decision, except as otherwise set forth in Article 13 herein. 12.6 It is hereby declared that the conditions of the present Agreement shall not apply to infringement of the PATENTS outside the FIELD and the TERRITORY which is the sole responsibility of the ESTABLISHMENTS, CONECTUS or any third party with regard THIRD PARTY appointed by them. 12.7 The PARTIES agree to provide any alleged infringement or noninfringement. LICENSEE shall in a timely manner keep ESCALON informed documents and provide copies elements and reasonable cooperation to ESCALON of all documents regarding all such proceedings or actions instituted by LICENSEEthe other PARTY, which may be necessary for the above-mentioned action to the other PARTY.

Infringement. 11.1 During the term 10.1 If either AtheroGenics or Emory becomes aware of this Agreementa product made, LICENSEE shall have the first option to police used or sold in the Licensed Patents Territory, which it believes infringes a Valid Claim, the party obtaining such knowledge shall promptly advise the other party of all relevant facts and Products against infringement within circumstances pertaining to the Field of Use by other partiespotential infringement. 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 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 of a Licensed Patent or defend a declaratory judgment or other action with respect to a Licensed Patent, any portion of any resulting settlement payments or damages awarded which is received by 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. 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 AtheroGenics shall have the right to take enforce any issued Licensed Patent against such infringement, at its own expense. Emory shall cooperate with AtheroGenics in such effort, including being joined as a party to such action, if necessary. During the pendency of such an action, royalty rates owed by AtheroGenics to Emory shall be reduced by [*] from those listed in Article 5 of this Agreement. 10.2 Any damages or costs recovered by AtheroGenics in connection with any action filed by AtheroGenics hereunder shall be applied first to reimbursing AtheroGenics for costs and expenses of such litigation. Any damages or costs recovered by AtheroGenics in excess of costs and expenses credited shall be the sole property of AtheroGenics. Any such excess damages or costs shall be treated as proceeds of Sales of Licensed Products in the fiscal quarter received by AtheroGenics, and royalties shall be payable by AtheroGenics to Emory thereon in accordance with the terms of this Agreement. 10.3 Any multiplication of damages for punitive purposes shall be treated as proceeds of Sales of Licensed Products in the fiscal quarter received by AtheroGenics, and royalties shall be payable by AtheroGenics to Emory thereon in accordance with the terms of this Agreement, and AtheroGenics shall retain all attorney fees awarded. 10.4 If AtheroGenics shall fail, within one hundred twenty (120) days after receiving notice from Emory of a potential infringement, or providing Emory with notice of such infringement, to either (a) terminate such infringement, (b) institute sub-licensing negotiations, to be completed within a reasonable period of time, or (c) institute an action to prevent continuation thereof and, thereafter to prosecute such action (including prosecution of diligently, or if AtheroGenics notifies Emory that it does not plan to terminate the infringement, negotiate a suit) sub-license or institute such action, then Emory shall have the right to do so at its expense and LICENSEE own expense. AtheroGenics shall use reasonable efforts cooperate with Emory in such effort, including being joined as a party to cooperate such action if necessary. Emory shall be entitled to retain all damages or costs awarded to Emory in such action, at LICENSEE’s expense. In the event ESCALON elects to institute any such action or suit, LICENSEE agrees to be named as a nominal party therein. ESCALON shall 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 or by any third party with regard to any alleged infringement or noninfringement. LICENSEE shall in a timely manner keep ESCALON informed and provide copies to ESCALON of all documents regarding all such proceedings or actions instituted by LICENSEE.

Infringement. 11.1 During the term 8.1 Resolve Systems shall defend Licensee, at Resolve Systems’ sole expense, against any claims brought against Licensee by any third party alleging that Licensee’s authorized use of this Agreement, LICENSEE shall have the first option to police the Licensed Patents and Products against infringement within the Field of Use by other parties. This right to police includes defending any 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 in accordance with the advice terms and consent conditions of ESCALONthese Terms and Conditions, the Agreement and the Documentation constitutes a direct infringement or misappropriation of a patent claim(s), copyright, trade secret right or similar intellectual property right, worldwide. ESCALON shall provide reasonable assistance to LICENSEE Resolve Systems will pay damages finally awarded against Licensee (or the amount of any settlement Resolve Systems enters into) with respect to such actionsclaims, provided LICENSEE shall reimburse ESCALON for out-of-pocket expenses incurred under no circumstances will Resolve System have any liability in connection with excess of the amount of the Licensee Fee actually received by Resolve Systems (less any amounts refunded to Licensee pursuant to Section 8.2 below). Licensee may participate in the defense of such assistance rendered claims 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 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 8.2 In the event that LICENSEE shall institute an action for infringement injunction or order is issued by a court of competent jurisdiction against Licensee’s use of any Licensed Product resulting from a claim to which Resolve Systems’ defense and indemnity duties apply, or if in Resolve Systems’ opinion any Licensed Products is likely to become the subject of a Licensed Patent or defend a declaratory judgment or other action with respect to a Licensed Patentclaim of infringement, any portion of any resulting settlement payments or damages awarded which is received by LICENSEE, less LICENSEE’s actual outside attorney fees and other direct, out-of-pocket litigation expenses, including expenses due ESCALON for its participation in said litigation as provided under Section 11.1 (not to include any compensation paid to employees of LICENSEE or Sublicensees) paid and unrecovered by LICENSEE, shall be paid 75% to LICENSEE and 25% to ESCALON. 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 Resolve Systems shall have the right in its sole discretion and expense to take such action pursue any of the following: (including prosecution i) to procure for Licensee’s benefit the right to continue using the Licensed Product; or (ii) replace or modify the Licensed Product so that it becomes noninfringing. If either option (i) or (ii) are not commercially feasible, Resolve Systems shall terminate the license for the affected Software by written notice to Licensee and refund the License Fees received for the affected Licensed Product. 8.3 Resolve Systems’ obligations of a suitindemnity and defense set forth above are conditioned on (i) Licensee having provided prompt written notice of the claim to Resolve Systems sufficient for Resolve Systems to file its timely response; (ii) Resolve Systems having the sole right to conduct and control the defense and settlement of any claim in its discretion; (iii) Licensee providing reasonable assistance at its Resolve Systems’ expense and LICENSEE shall in connection with the claim; (iv) Licensee's use reasonable efforts to cooperate in such action, at LICENSEE’s expense. In the event ESCALON elects to institute of any such action modified or suit, LICENSEE agrees replacement Licensed Product supplied or offered to be named as a nominal party therein. ESCALON shall supplied by Resolve Systems; (v) Licensee’s continual use of the Licensed Product in compliance with these Terms and Conditions and the Agreement and only in combination with equipment and software expressly approved in the Documentation if such claim would not have full authority occurred but for such unauthorized combination; (vi) Licensee making no admissions in respect of such claim without Resolve Systems’ prior written consent; and, (vii) Licensee’s compliance with all reasonable instructions given by Resolve Systems relating to settle on such terms as ESCALON shall determinethe claim. 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, 8.4 This Section 8 states Licensee’s exclusive remedy and of the initiation of any legal action by LICENSEE or by any third party with regard to any alleged infringement or noninfringement. LICENSEE shall in a timely manner keep ESCALON informed and provide copies to ESCALON of all documents regarding all such proceedings or actions instituted by LICENSEEResolve Systems’ entire liability for infringement.

Infringement. 11.1 During UIRF and Licensee agree to promptly inform the term other party in writing of this Agreement, LICENSEE shall have any suspected infringement of the Patent Rights or Technical Information along with any available evidence of such infringement lawfully in the possession of Licensee or its Sublicensee(s). (a) An exclusive Licensee has the first option right to police enforce the Licensed Patents and Products against infringement within Patent Rights in its name in the Field of Use by other parties. This right and Territory against infringers or otherwise act to police includes defending any action for declaratory judgment of noninfringement or invalidity; and prosecuting, defending or settling all eliminate infringement and declaratory judgment actions at its expense sole cost and through counsel expense, provided that the license is exclusive at the commencement of its selectionthe action and remains exclusive throughout the action, except that and provided Licensee keeps UIRF fully informed with the right and opportunity to advise and comment. Prior to commencing any such settlement shall only be made with action an exclusive Licensee will give careful consideration to the advice views of UIRF and consent to the potential effects on the public interest in making a decision whether or not to sue and, in the case of ESCALON. ESCALON shall provide reasonable assistance to LICENSEE with respect the Sublicensee(s) not a party to such action, Licensee agrees to report UIRF's views to the Sublicensee(s). UIRF will reasonably cooperate, at Licensee's expense, in any such actions. Licensee shall act in good faith to preserve UIRF's right, provided LICENSEE title and interest in and to the Patent Rights. Licensee shall reimburse ESCALON for pay to UIRF twenty-five percent (25%) of any recovery in such suit or settlement, net of all reasonable and documented out-of-pocket costs and expenses incurred in connection associated with any such assistance rendered at LICENSEE’s request suit or reasonably required by ESCALON. In the event LICENSEE elects settlement. (b) Licensee is not permitted to institute any such action settle or suit, ESCALON agrees agree to be named as a nominal party therein. ESCALON retains the right to participate, with counsel of its own choosing and at its expense, consent judgement in any action under this Section 11.1. 11.2 In the event that LICENSEE shall institute an action for infringement would impose any material obligation on or make any admission of a Licensed Patent or defend a declaratory judgment or other action with respect to a Licensed Patent, any portion fault on behalf of any resulting settlement payments or damages awarded which is received by LICENSEE, less LICENSEE’s actual outside attorney fees and other direct, out-of-pocket litigation expensesUIRF, including expenses due ESCALON for its participation in said litigation as provided under Section 11.1 (not compromising the Patent Rights, without UIRF's express written consent, which it may withhold. Nothing herein shall prevent UIRF from seeking 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. If LICENSEE has paid or pays an annual fee to ESCALON under Section 4.6 in the year in which require that Licensee grant such third party infringer a payment or award as set out above is received, then that annual fee may be credited by LICENSEE against the share sublicense permitting such infringer of the payment or award otherwise due Patent Rights 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 practice under the laws of any relevant government or political subdivision thereof)Patent Rights if such practice is allowed under a settlement arrangement entered into by UIRF in good faith with a third party infringer. Notwithstanding the foregoing, then ESCALON Licensee shall have the right to take such action (including prosecution review and approve a settlement arrangement prior to UIRF's final acceptance of its terms. Such approval shall not be unreasonably withheld by Licensee. Licensee's approval of a suitsettlement arrangement shall be assumed if written notice of Licensee's rejection of a settlement arrangement is not received by UIRF from Licensee within five (5) at business days of receipt of notice from UIRF to Licensee of its expense and LICENSEE terms. UIRF shall use reasonable efforts to cooperate in such action, at LICENSEE’s expense. In the event ESCALON elects to institute enter into any such action or suit, LICENSEE agrees to be named as a nominal party therein. ESCALON shall have full authority to settle on such terms as ESCALON shall determinesettlement arrangement in good faith. 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 or by any third party with regard to any alleged infringement or noninfringement. LICENSEE shall in a timely manner keep ESCALON informed and provide copies to ESCALON of all documents regarding all such proceedings or actions instituted by LICENSEE.

Infringement. 11.1 During HEMAGEN shall undertake at HEMAGEN's own expense the term defense of this Agreementany suit or action for infringement of HEMAGEN's patents brought against DISTRIBUTOR, LICENSEE which suit or action results from the sale of any PRODUCTs, provided that DISTRIBUTOR shall have promptly advised HEMAGEN in writing of each notice or claim of infringement received by DISTRIBUTOR and of the first option to police commencement of the Licensed Patents and Products against infringement within the Field of Use by suit or action. HEMAGEN shall hold DISTRIBUTOR harmless from damages or other parties. This right to police includes defending sums which may be assessed or may become payable under any action for declaratory final decree or 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 in any such suit or action or under any settlement thereof. HEMAGEN shall only have sole charge and direction of the defense of any such suit or action and of all negotiations for such settlement, but shall use commercial reasonableness and shall consult with DISTRIBUTOR with regard to the defense or settlement of any such suit or action. DISTRIBUTOR shall be made with the advice and consent of ESCALON. ESCALON shall provide obligated to render all 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 which may be required by ESCALONHEMAGEN at HEMAGEN's expense. In the event LICENSEE elects to institute any such action or suit, ESCALON agrees to be named as a nominal party therein. ESCALON retains the right to participate, with DISTRIBUTOR may retain counsel of its own choosing selection and at its expenseown expense to advise and consult with HEMAGEN's counsel. HEMAGEN may not settle any suit or action without the consent of DISTRIBUTOR, if by such settlement DISTRIBUTOR is obligated to make any monetary payment, to part with any property or interest therein, to assume any obligation or to be subject to any injunction. The parties agree that if the PRODUCTs supplied by HEMAGEN are found to be infringing on a third- party patent, HEMAGEN will negotiate in any action under this Section 11.1. 11.2 In good faith with the event that LICENSEE shall institute an action for infringement of third party to obtain a Licensed Patent license to use the third party's technology and, if HEMAGEN fails to obtain such a license, or defend a declaratory judgment or other action with respect if HEMAGEN is subject to a Licensed Patent, any portion of any resulting settlement payments or damages awarded which is received by LICENSEE, less LICENSEE’s actual outside attorney fees and other direct, out-of-pocket litigation expenses, including expenses due ESCALON for its participation in said litigation as provided under Section 11.1 (not to include any compensation paid to employees of LICENSEE or Sublicensees) paid and unrecovered by LICENSEE, shall be paid 75% to LICENSEE and 25% to ESCALON. 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 receivedpermanent injunction, 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 DISTRIBUTOR shall have the right to take either terminate this Agreement by giving written notice of termination to HEMAGEN, and return for full credit all inventory on hand, or negotiate with the infringed party for such action (including prosecution of a suit) at its expense and LICENSEE shall use reasonable efforts to cooperate in such action, at LICENSEE’s expenselicense. In the event ESCALON elects to institute HEMAGEN's indemnification resulting from any such action or suit, LICENSEE agrees to be named as a nominal party therein. ESCALON shall have full authority to settle infringement 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 patent shall exclude DISTRIBUTOR's costs involved in negotiation with any legal action by LICENSEE or by any third infringed party with regard to any alleged infringement or noninfringement. LICENSEE shall in for such a timely manner keep ESCALON informed and provide copies to ESCALON of all documents regarding all such proceedings or actions instituted by LICENSEElicense.

Infringement. 11.1 During Each of Syntex and Biomatrix will promptly notify the term other party in writing of this Agreementany infringement of a Patent or Trademark or unauthorized disclosure or use of any Confidential Information, LICENSEE of which it becomes aware in the Territory. Biomatrix shall have the first option to police the Licensed Patents and Products against infringement within the Field of Use by other parties. This exclusive right to police includes defending any take all legal action for declaratory judgment in the Territory it deems necessary or advisable to eliminate or minimize the consequences of noninfringement such infringement of a Patent or invalidity; and prosecuting, defending or settling all infringement and declaratory judgment actions at its expense and through counsel Trademark in the Territory. For the purpose of its selection, except that taking any such settlement legal action, Biomatrix shall only be made have the right to use 38 -36- the name of Syntex as plaintiff, either solely or jointly in accordance with the advice applicable rules of procedure. Syntex shall promptly furnish Biomatrix with whatever written authority may be required in order to enable Biomatrix to use Syntex's name in connection with any such legal action, and consent of ESCALON. ESCALON shall provide reasonable assistance to LICENSEE otherwise cooperate fully and promptly with respect to Biomatrix in connection with any such actionsaction, provided LICENSEE that Biomatrix shall promptly reimburse ESCALON for Syntex's direct out-of-pocket expenses incurred in connection with therewith. All proceeds realized upon any such assistance rendered at LICENSEE’s request judgment or reasonably required by ESCALON. In the event LICENSEE elects to institute any settlement regarding such action or suit, ESCALON agrees to be named as a nominal party therein. ESCALON retains the right to participate, with counsel (net 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 of a Licensed Patent or defend a declaratory judgment or other action with respect to a Licensed Patent, any portion of any resulting settlement payments or damages awarded which is received by LICENSEE, less LICENSEE’s actual outside attorney fees and other direct, all 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 Sublicenseesrelating thereto) paid and unrecovered by LICENSEE, shall be paid 75% shared * Notwithstanding the foregoing, if Biomatrix (i) notifies Syntex in writing that it does not intend to LICENSEE and 25% exercise its rights to ESCALON. If LICENSEE has paid or pays an annual fee to ESCALON under Section 4.6 take legal action in the year in which a payment Territory to eliminate or award as set out above is received, then that annual fee may be credited by LICENSEE against minimize the share consequences 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 an infringement of a Licensed Patent within sixty or Trademark in the Territory or (60ii) days fails to commence such action * following either party's notification to the other party 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)infringement, then ESCALON Syntex shall have the right be entitled, at its own cost and expense, to take such action (including prosecution of a suit) at its expense legal action, and LICENSEE Biomatrix shall use reasonable efforts cooperate with Syntex in connection therewith to the same extent and upon the same terms as Syntex is required to cooperate with Biomatrix when Biomatrix exercises its rights under this Section 14; provided, however, that Biomatrix shall be entitled to an amount equal to * of the amount (net of Syntex's direct out-of-pocket expenses in prosecuting such action, at LICENSEE’s expense. In the event ESCALON elects to institute any such action or suit, LICENSEE agrees to be named as a nominal party therein. ESCALON shall 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 judgement award or by any third party with regard settlement payable to any alleged infringement or noninfringement. LICENSEE shall in a timely manner keep ESCALON informed and provide copies to ESCALON of all documents regarding all such proceedings or actions instituted by LICENSEESyntex.

Infringement. 11.1 During The parties agree that patent infringement matters will be handled as follows: a. The Licensor shall indemify and hold Licensee and its customers harmless against any and all charges of patent infringement brought by a third party involving the Licensed Products, or Other Products unless such patent infringement results from modifications of the Licensed Products or Other Products made by Licensee during the term of this Agreement, LICENSEE shall Agreement which modifications have not been approved in writing by Licensor. Beginning with the first option to police the Licensed Patents and Products against time such suit for infringement within the Field of Use by other parties. This right to police includes defending any action for or declaratory judgment of noninfringement is first filed with respect to a particular Licensed Product, or invalidity; and prosecutingOther Product, defending or settling the Licensee shall thereafter place 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 royalties due to the advice and consent of ESCALON. ESCALON shall provide reasonable assistance to LICENSEE Licensor with respect to such actionsparticular Licensed Products thereafter in an escrow account, provided LICENSEE and the sums placed in the escrow account shall reimburse ESCALON for out-of-pocket expenses incurred be used at the conclusion thereof to pay the costs of defending or prosecuting the suit in connection with any such assistance rendered at LICENSEE’s request or reasonably required by ESCALON. In the event LICENSEE elects to institute any Licensor is successful in such action or suit, ESCALON agrees suit and declared to be named as the rightful owner who can and has granted an exclusive license only to Licensee. Once such suit has been finally settled or disposed of on the basis that Licensee is and has the only exclusive license, the remaining balance of the escrow account shall be paid over to the Licensor. If the suit is finally settled or disposed of on the basis that Licensee has a nominal party thereinnon-exclusive license or the Licensed Product infringes on another patent owned by a third party, then all sums paid into escrow shall be refunded to Licensee. ESCALON retains Licensee shall have the right to participateapprove counsel selected by Licensor to represent it in any such suit and to approve any proposed settlement of such suit. b. Should the patent rights to the Licensed Products or Other Products be infringed by a third party, with counsel of Licensor may attempt to stop such infringement and if necessary, institute suit for patent infringement at 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 of a Licensed Patent or defend a declaratory judgment or other action with respect to a Licensed Patent, any portion of any resulting settlement payments or damages awarded which is received by 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 ESCALONcost. If LICENSEE has paid or pays an annual fee the Licensor should fail 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 initiate action to ▇▇▇▇▇ terminate any alleged such 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 after the legal rights of ESCALON under the laws of any relevant government or political subdivision thereof), then ESCALON alleged infringement shall have been called to its attention by written notice of Licensee to Licensor or if the right Licensor should give the Licensee written notice of its intention not to take such action (including prosecution of a suit) so act, thereafter Licensee may, at its expense own cost, but in the name of the Licensor, act to protect its license rights under this Agreement and LICENSEE shall use reasonable efforts to select competent counsel to so act. During the period of such litigation the Licensee may deduct the amount of its attorneys' fees and all other costs incurred by Licensee in prosecuting such suit from all royalties which otherwise would be paid to Licensor and such sums so deducted will be considered as a royalty payment. Each party agrees to cooperate with the other in such action, at LICENSEE’s expenseany actions which may be instituted. In the event ESCALON elects to institute any such action If settlement for infringement is effected with or without suit, LICENSEE agrees the recovery, if any, shall be distributed, so far as available, as follows: First, to be named as reimburse either party, pro rata the expenses incurred in negotiations or in prosecuting legal action; and secondly to divide and pay over the balance, if any, equally between the parties hereto. Furthermore, if an improvement is not eventually patented or a nominal party therein. ESCALON patent application is rejected or a patent suit concerns any Licensed Product or Other Product or improvement thereof is not won, the Licensee automatically shall have full authority no further obligation to settle Licensor to pay further royalties (i) on such terms as ESCALON shall determinethe Licensed Product unless there is another Licensed Patent then outstanding which has not expired and (ii) on any Other Product unless there is a patent then outstanding which has not expired and covers said Other Product. 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 or by any third party with regard to any alleged infringement or noninfringement. LICENSEE shall in a timely manner keep ESCALON informed and provide copies to ESCALON of all documents regarding all such proceedings or actions instituted by LICENSEE.

Infringement. 11.1 During 13.1 The Parties agree to give each other prompt written notice of any infringement or other similar action in or affecting the Territory by a Third Person of the AMIH Marks known to them. 13.2 In the event of such infringement or other similar action, LMGC has the obligation to protect any of the Non-Canadian Marks which LMGC has been using in the preceding 12 month period and the Canadian Marks in the Territory and may decide whether or not any action is necessary for such protection and what such action might be, taking into account the interests of both Parties. LMGC has the right to act in its own name or if necessary in the name of AMIH. For the term of this Agreement, LICENSEE shall have Agreement AMIH hereby LMGC a power of attorney in the first option form attached hereto as Schedule 3 to police the Licensed Patents and Products against infringement within the Field of Use by other parties. This right to police includes defending act on its behalf if any action for declaratory judgment in or out 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 court in connection with any such assistance rendered actions is necessary. LMGC will select counsel, to which AMIH has no reasonable objection and AMIH will provide reasonable assistance, including by providing information, documents and things in response to discovery requests, by providing at LICENSEE’s request or reasonably required mutually convenient times witnesses for discovery, depositions and trial testimony, and by ESCALON. In the event LICENSEE elects permitting LMGC to institute any such action or suit, ESCALON agrees cause AMIH to be named as a nominal party therein. ESCALON retains the right to participate, with counsel of its own choosing and at its expense, plaintiff or co-plaintiff in any action under this Section 11.1. 11.2 In the event that LICENSEE shall institute an action for infringement of a Licensed Patent or defend a declaratory judgment or other action with respect to a Licensed Patent, any portion of any resulting settlement payments or damages awarded which is received by LICENSEE, less LICENSEE’s actual outside attorney fees and other direct, out-of-pocket litigation litigation. All expenses, including any expenses due ESCALON for its participation in said litigation as provided under Section 11.1 (not incurred by AMIH to include any compensation paid to employees of LICENSEE or Sublicensees) paid and unrecovered by LICENSEEprovide such assistance, shall be paid 75% borne by LMGC and LMGC shall be entitled to LICENSEE and 25% any amounts awarded to ESCALONLMGC or AMIH. If LICENSEE has paid or pays an annual fee to ESCALON under Section 4.6 in LMGC shall not enter into any settlement of such actions without the year in written consent of AMIH, which a payment or award as set out above is received, then that annual fee may consent shall not 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 LICENSEEunreasonably withheld. 11.3 In the event that LICENSEE fails to take 13.3 If any action to ▇▇▇▇▇ any alleged infringement of a Licensed Patent within sixty (60) days of a request or proceeding is brought or asserted by ESCALON to do so (or within such shorter period which might be required to preserve the legal rights of ESCALON LMGC, under the laws of any relevant government authority granted to it under Article 13.2, LMGC will promptly notify AMIH in writing. AMIH may assume and direct the action or political subdivision thereof), then ESCALON shall have the right to take such proceeding only provided that LMGC initiates no action (including prosecution of a suit) at its expense and LICENSEE shall use reasonable efforts to cooperate or takes no action in such action, at LICENSEE’s expense. In the event ESCALON elects to institute any such action or suit, LICENSEE agrees to be named as a nominal party thereinproceeding. 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 Upon assumption of the discovery of any allegation action or proceeding by a third party of infringement resulting from the practice of Licensed PatentsAMIH, all expenses shall be borne by AMIH and of the initiation of any legal action by LICENSEE or by any third party with regard AMIH shall be entitled to any alleged infringement amounts awarded to LMGC or noninfringementAMIH. LICENSEE AMIH shall in a timely manner keep ESCALON informed and provide copies to ESCALON not enter into any settlement of all documents regarding all such proceedings or actions instituted by LICENSEEwithout the written consent of LMGC, which consent shall not be unreasonably withheld.

Infringement. 11.1 During the term of this Agreement, LICENSEE shall have the first option to police the Licensed Patents and Products against infringement within the Field of Use by other parties. This right to police includes defending LIFECOMM will defend at its own expense 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 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 of a Licensed Patent or defend a declaratory judgment or other action with respect to a Licensed Patent, any portion of any resulting settlement payments or damages awarded which is received by 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. 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 right to take such action (including prosecution of a suit) at its expense and LICENSEE shall use reasonable efforts to cooperate in such action, at LICENSEE’s expense. In the event ESCALON elects to institute any such action or suit, LICENSEE agrees to be named as a nominal party therein. ESCALON shall 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 AMAC brought by a third party to the extent that the action is based upon a claim that the Device or any other component of infringement resulting from the practice AMAC Bundle infringes any copyrights or U.S. patents or misappropriates any trade secrets and LIFECOMM will pay those costs (including litigation costs and reasonable attorneys' fees) and damages finally awarded against AMAC in any such action, that are specifically attributable to such claim or those costs and damages agreed to in a monetary settlement of Licensed Patentssuch action. LIFECOMM further agrees to indemnify AMAC against any other costs and reasonable attorneys' fees incurred by AMAC, and its directors, officers, and employees in connection with such claim or action. The foregoing obligations are conditioned on AMAC notifying LIFECOMM promptly in writing of such action, AMAC giving LIFECOMM sole control of the initiation defense thereof and any related settlement negotiations, and AMAC cooperating and, at LIFECOMM’s reasonable request and expense, assisting in such defense; provided that a resolution of any legal action by LICENSEE claim that requires an admission of liability from AMAC will require AMAC’s prior written consent; and further provided that if AMAC determines that LIFECOMM has abandoned the defense of any such claim, AMAC shall have the right, in its own behalf, to adjust, settle, defend or by otherwise dispose of such claim, and LIFECOMM shall indemnify AMAC and its directors, officers, and employees against any third party costs and damages (including reasonable attorneys' fees) incurred with regard respect thereto. If the Device or any other component of the AMAC Bundle becomes, or in LIFECOMM’s opinion is likely to any alleged become, the subject of an infringement claim, LIFECOMM may, at its option and expense, either (i) procure for AMAC the right to continue exercising the rights licensed to AMAC in this Agreement; or noninfringement(ii) replace or modify the Device or other component of the AMAC Bundle, as applicable, so that it becomes non-infringing and remains functionally equivalent. LICENSEE shall in a timely manner keep ESCALON informed This subsection states LIFECOMM’s entire liability and provide copies to ESCALON of all documents regarding all such proceedings or actions instituted by LICENSEEAMAC’s sole and exclusive remedy for infringement claims and actions.

Infringement. 11.1 During the term of this Agreement, LICENSEE MATRIGEN shall have the first option to police the Licensed Patents and Products against infringement by other parties within the Field of Use by other partiesUse. This right includes the right to police includes defending defend any action for declaratory judgment of noninfringement or invalidity; and invalidity as well as prosecuting, defending or settling all infringement and declaratory judgment actions at its expense and through counsel of its selection; provided, except however, that any such settlement shall only be made with the advice and consent of ESCALONMICHIGAN, which consent shall not be unreasonably withheld. ESCALON MICHIGAN shall provide reasonable assistance to LICENSEE MATRIGEN with respect to such actions, provided LICENSEE MATRIGEN shall reimburse ESCALON MICHIGAN for out-of-pocket expenses incurred in connection with any such assistance rendered at LICENSEEMATRIGEN’s request or reasonably required by ESCALONMICHIGAN. In the event LICENSEE MATRIGEN elects to institute any such action or suit, ESCALON agrees MICHIGAN shall consent to be named as a nominal party therein. ESCALON MICHIGAN retains the right to participate, with counsel of its own choosing and at its own expense, in any action under this Section Paragraph 11.1. 11.2 In the event that LICENSEE If MATRIGEN shall institute an action for infringement of a Licensed Patent or defend a declaratory judgment or other action with respect to a Licensed Patent, any portion of any resulting settlement payments or damages awarded which is received by LICENSEEMATRIGEN, less LICENSEEMATRIGEN’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 MATRIGEN or Sublicensees) paid and unrecovered by LICENSEEMATRIGEN, shall be paid 75% 75 percent to LICENSEE MATRIGEN and 25% 25 percent to ESCALON. 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 LICENSEEMICHIGAN. 11.3 In the event that LICENSEE If MATRIGEN fails to take action to ▇▇▇▇▇ any alleged infringement of a Licensed Patent within sixty (60) 60 days of a reasonable request by ESCALON MICHIGAN to do so (or within such shorter period which might be required to preserve the legal rights of ESCALON MICHIGAN under the laws of any relevant government or political subdivision thereof), then ESCALON MICHIGAN shall have the right to take such action (including prosecution of a suit) at its expense and LICENSEE MATRIGEN shall use reasonable efforts to cooperate in such action, at LICENSEEMATRIGEN’s expense. In the event ESCALON If MICHIGAN elects to institute any such action or suit, LICENSEE MATRIGEN agrees to be named as a nominal party thereintherein at MICHIGAN’s request. ESCALON MICHIGAN shall have full the authority to settle on such terms as ESCALON MICHIGAN shall determine, except that: (a) MICHIGAN shall not reach any settlement whereby it licenses a third party under any Licensed Patents in the Field of Use without the consent of MATRIGEN, which consent can be withheld for any reason; and (b) MICHIGAN shall not reach any settlement affecting the scope of the Licensed Patents without the consent of MATRIGEN, which consent shall not be unreasonably withheld. MICHIGAN shall retain 100 percent of any recovery or settlement under this Paragraph 11.3, after reimbursement to MATRIGEN of any out-of-pocket expenses incurred by MATRIGEN at MICHIGAN’s request in furtherance of such action (such payment not to exceed the recovery or settlement amounts actually received by MICHIGAN). 11.4 LICENSEE MATRIGEN shall promptly notify ESCALON MICHIGAN in writing in detail of the discovery of any allegation by a third party of infringement resulting from the practice of Licensed PatentsPatents within the Fields of Use, and of the initiation of any legal action by LICENSEE MATRIGEN or by any third party with regard to any alleged infringement or noninfringement. LICENSEE MATRIGEN shall in a timely manner keep ESCALON MICHIGAN informed and provide copies to ESCALON MICHIGAN of all documents regarding all such proceedings or actions instituted by LICENSEEMATRIGEN.

Infringement. 11.1 During 13.1 The Parties agree to give each other prompt written notice of any infringement or other similar action in or affecting the Territory by a Third Person of the AMIH Marks known to them. 13.2 In the event of such infringement or other similar action, LMGC has the obligation to protect any of the Non-Canadian Marks which LMGC has been using in the preceding 12 month period and the Canadian Marks in the Territory and may decide whether or not any action is necessary for such protection and what such action might be, taking into account the interests of both Parties. LMGC has the right to act in its own name or if necessary in the name of AMIH. For the term of this Agreement, LICENSEE shall have Agreement AMIH hereby LMGC a power of attorney in the first option form attached hereto as Schedule 3 to police the Licensed Patents and Products against infringement within the Field of Use by other parties. This right to police includes defending act on its behalf if any action for declaratory judgment in or out 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 court in connection with any such assistance rendered actions is necessary. LMGC will select counsel, to which AMIH has no reasonable objection and AMIH will provide reasonable assistance, including by providing information, documents and things in response to discovery requests, by providing at LICENSEE’s request or reasonably required mutually convenient times witnesses for discovery, depositions and trial testimony, and by ESCALON. In the event LICENSEE elects permitting LMGC to institute any such action or suit, ESCALON agrees cause AMIH to be named as a nominal party therein. ESCALON retains the right to participate, with counsel of its own choosing and at its expense, plaintiff or co-plaintiff in any action under this Section 11.1. 11.2 In the event that LICENSEE shall institute an action for infringement of a Licensed Patent or defend a declaratory judgment or other action with respect to a Licensed Patent, any portion of any resulting settlement payments or damages awarded which is received by LICENSEE, less LICENSEE’s actual outside attorney fees and other direct, out-of-pocket litigation litigation. All expenses, including any expenses due ESCALON for its participation in said litigation as provided under Section 11.1 (not incurred by AMIH to include any compensation paid to employees of LICENSEE or Sublicensees) paid and unrecovered by LICENSEEprovide such assistance, shall be paid 75% borne by LMGC and LMGC shall be entitled to LICENSEE and 25% any amounts awarded to ESCALONLMGC or AMIH. If LICENSEE has paid or pays an annual fee to ESCALON under Section 4.6 in LMGC shall not enter into any settlement of such actions without the year in written consent of AMIH, which a payment or award as set out above is received, then that annual fee may consent shall not 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 LICENSEEunreasonably withheld. 11.3 In the event that LICENSEE fails to take 13.3 If any action to ▇▇▇▇▇ any alleged infringement of a Licensed Patent within sixty (60) days of a request or proceeding is brought or asserted by ESCALON to do so (or within such shorter period which might be required to preserve the legal rights of ESCALON LMGC, under the laws of any relevant government authority granted to it under Article13.2, LMGC will promptly notify AMIH in writing. AMIH may assume and direct the action or political subdivision thereof), then ESCALON shall have the right to take such proceeding only provided that LMGC initiates no action (including prosecution of a suit) at its expense and LICENSEE shall use reasonable efforts to cooperate or takes no action in such action, at LICENSEE’s expense. In the event ESCALON elects to institute any such action or suit, LICENSEE agrees to be named as a nominal party thereinproceeding. 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 Upon assumption of the discovery of any allegation action or proceeding by a third party of infringement resulting from the practice of Licensed PatentsAMIH, all expenses shall be borne by AMIH and of the initiation of any legal action by LICENSEE or by any third party with regard AMIH shall be entitled to any alleged infringement amounts awarded to LMGC or noninfringementAMIH. LICENSEE AMIH shall in a timely manner keep ESCALON informed and provide copies to ESCALON not enter into any settlement of all documents regarding all such proceedings or actions instituted by LICENSEEwithout the written consent of LMGC, which consent shall not be unreasonably withheld.

Infringement. 11.1 During 9..1 TTC shall, at its expense, take all reasonable steps to protect and enforce all patents which issue under the term of this Agreement, LICENSEE shall have the first option to police the Licensed Patents and Products LICENSED PATENT against infringement within by any person, firm, corporation or other entity. In furtherance and not in limitation of the Field foregoing, TTC agrees that it shall promptly investigate any allegations of Use by other parties. This right to police includes defending possible infringement of which it may become aware from 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 ESCALONsource. In the event that either LICENSOR or LICENSEE elects to institute any determines that a third party is making, producing, assembling, using, marketing, advertising, selling, leasing, distributing, installing, servicing or maintaining a product that may infringe an issued patent of the LICENSED PATENT, such action or suitparty will promptly notify the other party thereof in writing. TTC may, ESCALON agrees to be named as a nominal party therein. ESCALON retains the right to participate, with counsel of its own choosing and at its expensesole option, bring suit against such alleged infringer in any action under this Section 11.1. 11.2 In the event that LICENSEE shall institute an action for infringement of a Licensed Patent its name or defend a declaratory judgment in LICENSEE's name or other action with respect to a Licensed Patent, any portion of any resulting settlement payments or damages awarded which is received by LICENSEE, less LICENSEE’s actual outside attorney fees and other direct, out-of-pocket litigation expenses, including expenses due ESCALON for its participation in said litigation both names 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. 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 establish jurisdiction. TTC shall have thirty (30) days after receipt of ESCALON under the laws of notice from LICENSEE in which to decide if it will bring suit and to so notify LICENSEE. All recoveries in any relevant government or political subdivision thereof)such suit shall belong to TTC, then ESCALON except that LICENSEE shall have the right to take elect to pay up to fifty percent (50%) of the litigation costs and receive a percentage of any recovery equal to the percentage of litigation costs actually paid. LICENSEE must make such election within thirty (30) days of its receipt of notice that TTC has decided to bring suit. LICENSEE shall also have the right to choose to be represented by separate counsel in any such suit at its own expense. Such expense for separate counsel shall not be considered as part of "litigation costs" for purposes of determining LICENSEE's share of any recovery in accordance with the sentence above. If TTC elects not to bring a suit against the alleged infringer, or fails to notify LICENSEE within thirty (30) days after receipt of notice of an actual or claimed infringement, then LICENSEE shall thereafter have the right to commence such action (including prosecution of a suit) at its expense own cost and LICENSEE expense, in which case any recoveries shall use reasonable efforts belong to cooperate in such action, at LICENSEE’s expense. In any such suit by LICENSEE, LICENSOR shall have rights of participation and recovery that are the event ESCALON same as LICENSEE's rights as provided above when TTC elects to institute any such action or suit▇▇▇, LICENSEE agrees subject to be named as a nominal party therein. ESCALON shall have full authority the same time constraints on its ability to settle on such terms as ESCALON shall determinedo so. 11.4 LICENSEE shall promptly notify ESCALON in writing in detail 9..2 If, to avoid infringement of the discovery of any allegation by a third party patent, LICENSEE or any of infringement resulting from its sublicensees pays royalties to a third party to enable LICENSEE or such sublicensee to make, produce, assemble, use, market, advertise, sell, lease, distribute, install, service or maintain the practice of Licensed PatentsLICENSED PRODUCTS, and of then the initiation of any legal action royalties paid by LICENSEE or by its sublicensee to any such third party with regard may be used as a credit against the earned royalties or sublicense fees owed by LICENSEE to any alleged infringement or noninfringement. LICENSEE shall in a timely manner keep ESCALON informed and provide copies to ESCALON of all documents regarding all such proceedings or actions instituted by LICENSEELICENSOR under this Agreement.

Infringement. 11.1 During the term of this Agreement, 8.1 LICENSEE shall have the first option to police the Licensed Patents and Products against infringement within the Field of Use by other parties. This right to police includes defending any 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 nominal party therein. ESCALON retains sublicensee(s) has the right to participate, with counsel of its prosecute in their own choosing name and at their own expense any infringement of the PATENT RIGHTS, so long as the license is exclusive when the legal action is commenced. CSU agrees to notify LICENSEE promptly of each infringement of the PATENT RIGHTS of which CSU becomes aware. Before LICENSEE or its expense, in any action under this Section 11.1. 11.2 In the event that LICENSEE shall institute sublicensees commences an action for infringement infringement, LICENSEE or sublicensee shall notify CSU and carefully consider the views of CSU and the public interest. 8.2 CSU agrees to join, subject to the approval of the Ohio Attorney General, as a Licensed Patent or defend a declaratory judgment or other action with respect to a Licensed Patent, party plaintiff in any portion of any resulting settlement payments or damages awarded which is received lawsuit initiated by LICENSEE, less if requested by LICENSEE’s actual outside , with all costs, attorney fees and other directexpenses to be paid by LICENSEE. 8.3 If LICENSEE undertakes to enforce and/or defend the PATENT RIGHTS by litigation, out-of-pocket LICENSEE may withhold up to fifty percent (50%) of the payments otherwise thereafter due during the course of such litigation to CSU under Article 3. LICENSEE may apply the amounts withheld to reimburse up to half of LICENSEE's litigation expenses, including 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 ESCALONreasonable attorneys’ fees. If LICENSEE has paid or pays an annual fee to ESCALON under Section 4.6 recovers damages in the year in patent litigation, the award shall be applied first to satisfy CSU’s and LICENSEE’S unreimbursed expenses and legal fees for the litigation, and next to reimburse CSU for any payments under Article 3 which are past due or were withheld pursuant to this Article 8. The remaining balance shall be divided equally between LICENSEE and CSU. 8.4 No settlement, consent judgment or other voluntary final disposition of the suit may be entered into without CSU’s consent, which shall not be unreasonably withheld. 8.5 If LICENSEE and its sublicensee(s) elect not to exercise their right to prosecute or defend an infringement of the PATENT RIGHTS, CSU may do so at its own expense, controlling such action and retaining all recoveries. 8.6 If a payment declaratory judgment action alleging invalidity of any of the PATENT RIGHTS is brought against LICENSEE or award as set out above is receivedCSU, then that annual fee may be credited by LICENSEE against the share of the payment or award otherwise due to ESCALONCSU, 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)at its sole option, then ESCALON shall have has the right to intervene and take such over the defense of the action (including prosecution of a suit) at its expense and LICENSEE shall use reasonable efforts to cooperate in such action, at LICENSEE’s own expense. In the event ESCALON elects to institute any such action or suit, LICENSEE agrees to be named as a nominal party therein. ESCALON shall 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 or by any third party with regard to any alleged infringement or noninfringement. LICENSEE shall in a timely manner keep ESCALON informed and provide copies to ESCALON of all documents regarding all such proceedings or actions instituted by LICENSEE.

Infringement. 11.1 During 7.1 If either party shall determine that there is a probable infringement of any of the term Intellectual Property by a Third Party, that party shall promptly notify the other party in writing of this Agreementthe infringement. 7.2 INFRAMAT, LICENSEE on discovery or notification of such infringement, shall, with reasonable promptness, refer the matter to its intellectual property counsel to perform an infringement evaluation and determine the likelihood of success on the merits of an infringement claim. At its option and its expense, NANO may retain its own intellectual property counsel to conduct an independent evaluation or to consult with INFRAMAT's intellectual property counsel regarding the evaluation under a suitable joint privilege agreement. 7.3 If INFRAMAT determines that the facts pertaining to infringement and the likelihood of success of any action warrants taking legal action against an infringer, INFRAMAT shall advise NANO in writing of such determination prior to taking any legal action. If INFRAMAT determines that the facts pertaining to infringement and the likelihood of success of any action do not warrant taking legal action, it shall so advise NANO. If INFRAMAT decides not to pursue legal action, NANO shall have the first option to police elect to bring an infringement action at its own cost and expense, and NANO shall not hold INFRAMAT liable for lack of infringement litigation. If NANO decides not to bring litigation for patent infringement, INFRAMAT shall not hold NANO liable for lack of infringement litigation. 7.4 The parties agree to fully cooperate with and assist each other in any infringement action under the Licensed Patents Intellectual Property. If one party brings an infringement action against a Third Party ("Litigating Party"), the other party, in order to assist in bringing and Products against maintaining the suit, shall: (i) join as a party, if necessary to the maintenance of the infringement within action; (ii) grant all lawful permissions and sign all lawful documents necessary in the Field of Use by other parties. This right Litigating Party's judgment to police includes defending any action for declaratory judgment of noninfringement or invalidityprosecute the action; and prosecuting, defending or settling (iii) give 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 truthful testimony requested by 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 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 11.1Litigating Party. 11.2 In 7.5 If any infringement action taken shall prove successful and the event that LICENSEE Litigating Party shall institute an action for infringement of a Licensed Patent or defend a declaratory collect monies by judgment or settlement, and provided the other action party complies with respect to a Licensed PatentSection 7.4, any portion of any resulting settlement payments or damages awarded which is received by LICENSEE, less LICENSEE’s actual outside attorney the Litigating Party shall: (i) deduct its intellectual property counsel fees and other direct, out-of-pocket litigation expenses, including reasonable expenses due ESCALON for its participation in said litigation as provided under Section 11.1 (not attendant 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. 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 right to take such action (including prosecution of a suit) at its expense and LICENSEE shall use reasonable efforts to cooperate in such action, at LICENSEE’s expense. In including without limitation expert fees; and (ii) then shall pay to the event ESCALON elects to institute any such action other party twenty-five (25%) percent of the balance of monies collected by judgment or suit, LICENSEE agrees to be named as a nominal party therein. ESCALON shall have full authority to settle on such terms as ESCALON shall determinesettlement. 11.4 LICENSEE shall promptly notify ESCALON in writing in detail 7.6 Neither party may settle an infringement claim without the prior approval of the discovery other party if such settlement would affect the rights of any allegation by a third the other party of infringement resulting from in the practice of Licensed Patents, and of the initiation of any legal action by LICENSEE or by any third party with regard to any alleged infringement or noninfringement. LICENSEE shall in a timely manner keep ESCALON informed and provide copies to ESCALON of all documents regarding all such proceedings or actions instituted by LICENSEE.

Infringement. 11.1 LICENSEE and MICHIGAN shall each inform the other promptly in writing of any alleged infringement of the Licensed Patents in any Field of Use by a third party and of any available evidence thereof. 11.2 During the term of this Agreement, LICENSEE shall have has the first option to police the Licensed Patents and Products against infringement by other parties within the Field Territory and the Fields of Use by other partiesUse. This right to police includes defending any action for declaratory judgment of noninfringement non-infringement or invalidity; and prosecuting, defending or settling all infringement and declaratory judgment actions at its expense and through counsel of its selection, except that LICENSEE shall make any such settlement shall only be made with the advice and consent of ESCALONMICHIGAN, which consent shall not be unreasonably withheld. ESCALON MICHIGAN shall provide reasonable assistance to LICENSEE with respect to such actions, provided but only if LICENSEE shall reimburse ESCALON reimburses MICHIGAN for out-of-pocket expenses incurred in connection with any such assistance rendered at LICENSEE’s 's request or reasonably required by ESCALONMICHIGAN. In the event If LICENSEE elects to institute any such action or suit, ESCALON MICHIGAN agrees to be named as a nominal party therein. ESCALON MICHIGAN retains the right to participate, with counsel of its own choosing and at its own expense, in any action under this Section 11.1Paragraph 11.2. 11.2 In the event that 11.3 If LICENSEE shall institute institutes an action for infringement of a Licensed Patent or defend defends a declaratory judgment or other action with respect to a Licensed Patent, any portion then during the pendency of any resulting settlement such litigation LICENSEE may withhold up to fifty percent (50%) of the payments or damages awarded which is received by otherwise thereafter due MICHIGAN under Paragraphs 4.2 and 4.3 above, applying that withholding towards reimbursement of no more than one-half (1/2) of LICENSEE, less LICENSEE’s '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 Affiliates). Any resulting settlement payments or damages awarded and unrecovered received by LICENSEE, LICENSEE shall be paid 75% applied equally toward reimbursement of MICHIGAN's withheld royalties pursuant to this Paragraph and to LICENSEE's out-of-pocket expenses which were not reimbursed; of the remainder, if any, LICENSEE and 25% shall pay forty percent (40%) to ESCALONMICHIGAN. If LICENSEE has paid or pays an annual fee to ESCALON MICHIGAN under Section 4.6 Paragraph 4.5 in the same year in which LICENSEE receives a payment or award as set out above is receivedabove, then LICENSEE may credit that annual fee may be credited by LICENSEE against the share of the payment or award (after recovery of expenses and withheld royalties) otherwise due to ESCALONMICHIGAN, exactly as if that share represented additional royalties due from LICENSEE. 11.3 In the event that 11.4 If LICENSEE fails to take action to ▇▇▇▇▇ any alleged infringement of a Licensed Patent within sixty (60) days of a request by ESCALON MICHIGAN to do so (or within such a shorter period which might be if required to preserve the legal rights of ESCALON MICHIGAN under the laws of any relevant government or political subdivision thereof), then ESCALON shall have MICHIGAN has the right to take such action (including prosecution of a suit) at its expense and LICENSEE shall use reasonable efforts to cooperate in such action, at LICENSEE’s 's expense. In the event ESCALON If MICHIGAN elects to institute any such action or suit, LICENSEE agrees to be named as a nominal party therein. ESCALON shall have MICHIGAN has full authority to settle on such terms as ESCALON MICHIGAN shall determine, except that MICHIGAN shall not reach any settlement whereby it licenses a third party under any Licensed Patents in the Territory and any Field of Use without the consent of LICENSEE, which consent LICENSEE can withhold for any reason. After recovery of all of MICHIGAN's out-of-pocket litigation expenses, and after payment to LICENSEE (such payment not to exceed the recovery or settlement amounts actually received by MICHIGAN) of any unrecovered expenses paid by LICENSEE at MICHIGAN's request to third parties in furtherance of such action, MICHIGAN shall pay twenty percent (20%) of any remainder of any recovery or settlement to LICENSEE. 11.4 11.5 If LICENSEE shall promptly notify ESCALON in writing in detail initiates any legal action, or learns of the discovery of a legal action initiated by any third party concerning any alleged infringement or non-infringement, or discovers any allegation by a third party of infringement resulting from the practice of Licensed Patents, and of the initiation of any legal action by then LICENSEE or by any third party with regard to any alleged infringement or noninfringementshall so notify MICHIGAN promptly in a detailed writing. LICENSEE shall in a timely manner promptly keep ESCALON MICHIGAN informed and provide copies to ESCALON MICHIGAN of all documents regarding all such proceedings or actions instituted by LICENSEE.

Infringement. 11.1 During 5.3.1 If either Party believes that an infringement by a Third Party with respect to any Licensor Patent Right is occurring, the term knowledgeable Party will provide the other Party with (a) written notice of this Agreementsuch infringement or potential infringement and (b) evidence of such infringement (the “Infringement Notice”). 5.3.2 As between the Parties, LICENSEE Licensee, itself or through its designee, shall have the first option to police the Licensed Patents and Products against infringement within the Field of Use by other parties. This right to police includes defending enforce the Licensor Patent Rights against any action for actual, alleged or threatened infringement by Third Parties, and to defend and control any declaratory judgment of noninfringement action or invalidity; and prosecuting, defending challenge or settling all infringement and declaratory judgment actions at its expense and through other adversarial procedure brought with respect to Licensor Patent Rights (each such action or procedure with respect to the Licensor Patent Rights being referred to herein as an “Enforcement Action”) with counsel of its selectionown choosing. Licensee shall keep Licensor advised of the status of such Enforcement Action. Upon Licensee’s request, except that and to the extent able to join such Enforcement Action, Licensor shall join such Enforcement Action at Licensee’s reasonable expense, including Licensor’s attorney’s fees and any 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 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 such assistance rendered at LICENSEE’s request suit or reasonably required by ESCALON. In the event LICENSEE elects Enforcement Action will first be used to institute reimburse any such action or suit, ESCALON agrees to be named as a nominal party therein. ESCALON retains the right to participate, with counsel of its own choosing and at its expense, in any action under this Section 11.1. 11.2 In the event that LICENSEE shall institute an action for infringement of a Licensed Patent or defend a declaratory judgment or other action with respect to a Licensed Patent, any portion of any resulting settlement payments or damages awarded which is received by LICENSEE, less LICENSEE’s actual outside attorney fees and other direct, out-of-pocket litigation expensescosts and expenses (including attorneys’ fees) of the non-controlling Party, then to reimburse any out-of-pocket litigation costs and expenses (including expenses due ESCALON 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 its participation 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 said 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 in no event shall the non-initiating Party receive [***] of such recovery, while the initiating Party shall receive the remainder, and 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 provided under Section 11.1 (not to applicable, shall include any compensation such amounts paid to employees 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 LICENSEE the recovery or Sublicenseessettlement paid as enhanced damages for willful infringement: (c) paid for any suit that is initiated by Licensee or Licensor and unrecovered the other Party voluntarily (but only to the extent such voluntary joining is allowed under this Agreement or expressly by LICENSEEthe other party in a separate agreement) or involuntarily joins, Licensor shall be paid 75% to LICENSEE receive [***] and 25% to ESCALON. If LICENSEE has paid or pays an annual fee to ESCALON under Section 4.6 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 year 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 payment or award as set out above is receivedparty to the litigation, then that annual fee may be credited by LICENSEE against any recovery in excess of litigation costs will belong to Licensor. 5.3.5 Each Party will reasonably cooperate and assist with the share other in litigation proceedings instituted hereunder but at the expense of the payment or award 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 relevant records, papers, information, samples, specimens and the like. For clarity, such requirement does not require a Party to join a suit unless otherwise due to ESCALON, exactly as if that share represented additional royalties due from LICENSEEspecifically required under this Agreement. 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 right to take such action (including prosecution of a suit) at its expense and LICENSEE shall use reasonable efforts to cooperate in such action, at LICENSEE’s expense. In the event ESCALON elects to institute any such action or suit, LICENSEE agrees to be named as a nominal party therein. ESCALON shall 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 or by any third party with regard to any alleged infringement or noninfringement. LICENSEE shall in a timely manner keep ESCALON informed and provide copies to ESCALON of all documents regarding all such proceedings or actions instituted by LICENSEE.

Infringement. 11.1 During Call-Net must promptly notify Sprint of any infringement of an Authorized M▇▇▇ that comes to Call-Net’s attention. Sprint in its sole discretion may take such action as may be required to terminate the term infringement. If Sprint decides that action should be taken, Sprint may take the action either in its own name or, alternatively, Sprint may authorize Call-Net to initiate the action in Call-Net’s name. If Sprint does not decide to take any action within 30 days of this Agreementits notification of the infringement, LICENSEE shall Call-Net may notify Sprint in writing of its intention to prosecute the action at its own expense. Sprint will have 10 days in which to respond to Call-Net regarding its planned action in response to the first option notification, which action is in Sprint’s sole discretion. If the response does not entail Sprint responding to police the Licensed Patents and Products against infringement infringement, or if Sprint fails to respond to Call-Net within the Field 10 day period, Call-Net will be entitled to undertake the action at Call-Net’s expense. Call-Net must keep Sprint apprised of Use by other partiesall material developments in the case and must make no settlement of the action that Sprint reasonably concludes would impair the goodwill or reputation of the Authorized Marks. 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 outCall-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 Net agrees to be named cooperate fully with Sprint to whatever extent necessary to prosecute any action, with all expenses being borne by Sprint. If Call-Net has commenced prosecution of an infringement action as a nominal party therein. ESCALON retains permitted above, Sprint has the right to participateassume the prosecution of the action on written notice to Call-Net, with counsel of its own choosing except Sprint must promptly reimburse Call-Net for all costs 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 of a Licensed Patent or defend a declaratory judgment or other action with respect to a Licensed Patent, any portion of any resulting settlement payments or damages awarded which is received expenses (if any) incurred by LICENSEE, less LICENSEE’s actual outside attorney fees and other direct, outCall-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. If LICENSEE has paid or pays an annual fee to ESCALON under Section 4.6 Net 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 prosecution 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 ▇▇claim. Regardless of which party prosecutes an Authorized M▇▇▇ any alleged infringement claim, the damages recovered by the parties will first be used to reimburse the expenses on a pro rata basis that each party incurred in pursuing the prosecution. Expenses include time spent by in-house lawyers (as provided in Section 16.6) in managing and pursuing the prosecution. If there are damages in excess of a Licensed Patent within sixty (60) days expenses then the damages will be allocated between the parties in accordance with the damage suffered by each. The provisions of a request by ESCALON to do so (or within such shorter period which might this section must not be required to preserve construed as limiting the legal rights of ESCALON under the laws either party to recover damages from, or to exercise any other right or remedy against, any third parties in respect of any relevant government or political subdivision thereof), then ESCALON shall other claim that either party may have against the right to take such action (including prosecution of a suit) at its expense and LICENSEE shall use reasonable efforts to cooperate in such action, at LICENSEE’s expense. In the event ESCALON elects to institute any such action or suit, LICENSEE agrees to be named as a nominal party therein. ESCALON shall have full authority to settle on such terms as ESCALON shall determinethird parties. 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 or by any third party with regard to any alleged infringement or noninfringement. LICENSEE shall in a timely manner keep ESCALON informed and provide copies to ESCALON of all documents regarding all such proceedings or actions instituted by LICENSEE.

Infringement. 11.1 During CSURF and Licensee agree to promptly inform the term other party in writing of this Agreement, LICENSEE shall have any suspected infringement of the Patent Rights or Technical Information along with any available evidence of such infringement lawfully in the possession of Licensee or its Sublicensees. 7.5.1 Licensee has the first option right to police enforce the Licensed Patents and Products against infringement within Patent Rights in the Field of Use by other parties. This right and Territory against infringers or otherwise act to police includes defending any action for declaratory judgment of noninfringement or invalidity; and prosecuting, defending or settling all eliminate infringement and declaratory judgment actions at its sole cost and expense provided Licensee keeps CSURF fully informed with the right and through counsel of its selectionopportunity to advise and comment. CSURF will reasonably cooperate, except that at Licensee’s expense, in any such settlement actions. Licensee shall only be made with act in good faith to preserve CSURF’s right, title and interest in and to the advice Patent Rights. Licensee shall pay to CSURF 25% of any recovery in such suit or settlement, net of all reasonable and consent of ESCALON. ESCALON shall provide reasonable assistance to LICENSEE with respect to such actions, provided LICENSEE shall reimburse ESCALON for documented out-of-pocket costs and expenses incurred in connection associated with such suit or settlement 7.5.2 If any such assistance rendered at LICENSEE’s request or reasonably required by ESCALON. In infringement of the event LICENSEE elects to institute any such action or suit, ESCALON agrees to be named as a nominal party therein. ESCALON retains the right to participate, with counsel of its own choosing and at its expensePatent Rights which could, in the reasonable judgment of CSURF, be discontinued has not been discontinued within six (6) months after written request by Licensee to CSURF, and Licensee and any Sublicensee have fully cooperated, or if CSURF has not by the end of such period taken action under this Section 11.1. 11.2 In the event that LICENSEE shall institute an action for infringement of a Licensed Patent or defend a declaratory judgment or other action with respect intended to a Licensed Patent, any portion of any resulting settlement payments or damages awarded which is received by LICENSEE, less LICENSEE’s actual outside attorney fees and other direct, out-of-pocket litigation expenses, including expenses due ESCALON for its participation in said litigation as provided under Section 11.1 (not to include any compensation paid to employees of LICENSEE or Sublicensees) paid and unrecovered by LICENSEE, shall be paid 75% to LICENSEE and 25% to ESCALON. 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 ▇a▇▇▇▇ any alleged infringement of a Licensed Patent within sixty or terminate the infringing action, and: (60i) days of a request by ESCALON to do so (or within such shorter period which might be required to preserve the legal Licensee’s rights of ESCALON under the laws Patent Rights are sufficient to give Licensee standing to enforce the Patent Rights without CSURF or CSU; and (ii) Licensee provides CSURF with an unambiguous opinion of any relevant government an outside patent counsel that the complained of activity is an infringement and that enforcement of the Patent Rights will not constitute patent misuse or political subdivision thereof)abuse, then ESCALON Licensee shall have the right to take file a lawsuit to seek to stop such action (including prosecution of a suit) activity at its expense own cost and LICENSEE shall use reasonable efforts to cooperate expense. CSURF may join in such actionproceedings if it elects to do so in its sole discretion. CSURF will reasonably cooperate, at LICENSEELicensee’s expense. In the event ESCALON elects to institute , in any such action actions. Licensee shall act in good faith to preserve CSURF’s right, title and interest in and to the Patent Rights and shall keep CSURF advised as to the status of the litigation. Licensee shall pay to CSURF 25% of any recovery in such suit or suitsettlement, LICENSEE agrees to be named as a nominal party therein. ESCALON shall have full authority net of all reasonable and documented out-of- pocket costs and expenses associated with such suit or settlement. 7.5.3 Licensee is not permitted to settle any action that would impose any material obligation on or make any admission of fault on behalf of CSURF, including compromising the Patent Rights, without CSURF’s express written consent, which it may withhold. Nothing herein shall prevent CSURF from requiring that Licensee grant such terms as ESCALON shall determine. 11.4 LICENSEE shall promptly notify ESCALON in writing in detail third party infringer a sublicense permitting such infringer of the discovery of any allegation Patent Rights to practice under the Patent Rights if such practice is allowed under a settlement arrangement entered into by CSURF in good faith with a third party of infringement resulting from the practice of Licensed Patents, and of the initiation of any legal action by LICENSEE or by any third party with regard to any alleged infringement or noninfringement. LICENSEE shall in a timely manner keep ESCALON informed and provide copies to ESCALON of all documents regarding all such proceedings or actions instituted by LICENSEEinfringer.

Infringement. 11.1 During the term of this Agreement, LICENSEE shall have the first option to police the Licensed Patents and Products against 6.3.1 If either Party believes that an infringement within the Field of Use by other parties. This right to police includes defending any action for declaratory judgment of noninfringement or invalidity; and prosecuting, defending or settling all infringement and 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 a Third Party with respect to any Licensor Patent Right is occurring or may potentially occur, the knowledgeable Party will provide the other Party with (a) written notice of such actions, provided LICENSEE infringement or potential infringement and (b) evidence of such infringement or potential infringement (the “Infringement Notice”). Licensee shall reimburse ESCALON for out-of-pocket expenses incurred in connection with any not notify such assistance rendered at LICENSEE’s request a Third Party (including the infringer) of infringement or reasonably required by ESCALON. In the event LICENSEE elects to institute any put such action or suit, ESCALON agrees to be named as a nominal party therein. ESCALON retains the right to participate, with counsel of its own choosing and at its expense, in any action under this Section 11.1. 11.2 In the event that LICENSEE shall institute an action for infringement of a Licensed Patent or defend a declaratory judgment or other action with respect to a Licensed Patent, any portion of any resulting settlement payments or damages awarded which is received by 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. 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 Third Party on notice of the payment existence of Licensor Patent Rights without first obtaining the written consent of Licensor, which consent will not be unreasonably withheld, conditioned 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 right to take such action (including prosecution of a suit) at its expense delayed. Both Licensor and LICENSEE shall Licensee will use reasonable efforts to cooperate with each other to terminate such infringement without litigation. 6.3.2 If infringing activity of potential commercial significance has not been abated within [***] following the date the Infringement Notice for such activity was provided, then during the period in which, and in the jurisdiction where, Licensee is the sole licensee of such infringed Licensor Patent Right, Licensee may institute suit for patent infringement of a Licensor Patent Right against the infringer. Licensor may voluntarily join such suit at Licensee’s reasonable expense, but may not thereafter commence suit against the infringer for the acts of infringement that are the subject of Licensee’s suit or any judgment rendered in such actionsuit. If in a suit initiated by Licensee, at LICENSEE’s expenseLicensor is involuntarily joined other than by Licensee, then Licensee will pay any costs reasonably incurred by Licensor arising out of such suit, including any reasonable legal fees of counsel that Licensor selects and retains to represent it in the suit. In 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) limits the scope, validity or enforcement of Licensor Patent Rights or (ii) admits fault or wrongdoing on the part of Licensor must be approved in advance by Licensor in writing. 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 ESCALON elects 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. 6.3.3 If, within [***] following the date the Infringement Notice was provided, infringing activity of potential commercial significance has not been abated and if Licensee has not brought suit against the infringer, then Licensor may institute any suit for patent infringement against the infringer. If Licensor institutes such action or suit, LICENSEE agrees to be named as a nominal party therein. ESCALON shall have full authority to settle on then Licensee may not join such terms as ESCALON shall determinesuit 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. 11.4 LICENSEE shall promptly notify ESCALON 6.3.4 Notwithstanding Sections 6.3.2 and 6.3.3, (a) in writing the event that any Licensor Patent Rights are infringed by a Third Party prior to the First Commercial Sale of a Licensed Product in detail the United States or (b) if any of the discovery of infringed Licensor Patent Rights are also licensed by Licensor to a Third Party prior to any allegation enforcement action being taken by a third party of infringement resulting from either Party regarding such infringement, the practice of Licensed PatentsParties shall discuss, and will mutually agree, in writing, as to how to handle such infringement by such Third Party. 6.3.5 Any recovery or settlement received in connection with any suit will first be shared by Licensor and Licensee equally to cover any litigation costs each incurred [***]. Any remaining recoveries shall be allocated to Licensee; except for any suit that is initiated by Licensor and in which Licensee was not a party in the litigation, then such recovery in excess of litigation costs will belong to Licensor. 6.3.6 Each Party will reasonably cooperate and assist with the other in litigation proceedings instituted hereunder but at the expense of the initiation of any legal action Party who initiated the suit (unless such suit is being jointly prosecuted by LICENSEE or by any third party with regard the Parties). For clarity, such requirement does not require a Party to any alleged infringement or noninfringement. LICENSEE shall in join a timely manner keep ESCALON informed and provide copies to ESCALON of all documents regarding all such proceedings or actions instituted by LICENSEEsuit unless otherwise specifically required under this Agreement.