Common use of Infringement Clause in Contracts

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

Infringement. 8.1 Penwest Licensee and CMCC shall each inform the other promptly inform Mylan in writing of any suspected 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, 1997, Licensee or its Affiliate or Sublicensee shall have the first right, but not the obligation, to institute and prosecute at its own expense any infringement of any the Licensed Patent Rights which falls, within the Field of the Penwest Patents Use. If Licensee, its Sublicensee or its Affiliate fails to bring such action or proceedings within a period of two (2) months after receiving written notice of the infringement or misappropriation if within such time Licensee notifies CMCC that it intends not to bring such action, then CMCC shall have the right, but not the obligation, to prosecute at its own expense any such infringement of the TIMERx Production Technology Licensed Patent Rights. If Licensee, its Affiliate or Sublicensee brings such action then Licensee may reduce, by a third partyup to fifty percent (50%), the royalty due to CMCC which is earned under the Licensed Patent Rights by fifty percent (50%) of the amount of the expenses and costs of such action, including attorney fees. In the event that such fifty percent (50%) of such expenses and costs exceeds the amount of royalties withheld by Licensee for any 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 extent HARVARD/ION License Agreement. If Licensee, its Affiliate or its Sublicensee brings such infringement involves 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 manufacture, use or sale of HARVARD/ION License Agreement. Notwithstanding anything to the Designated Product contrary in the Territory ("Covered Infringement")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. Mylan CMCC shall promptly inform Penwest reimburse Licensee for any costs Licensee incurs as part of any suspected infringement an action brought by CMCC or its affiliates, irrespective of any of the Penwest Patents or infringement or misappropriation of the TIMERx Production Technology, whether or not the same involves Licensee becomes a Covered Infringementco-plaintiff. 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 8.3 Licensee shall have no right to take institute or prosecute any action with respect to such suspected infringement or misappropriation, nor to any recoveries with respect thereto. If the suspected infringement or misappropriation involves a Covered Infringement, Penwest shall, within 30 days of the first notice referred to in Section , inform Mylan whether or not Penwest intends to institute suit against such third party with respect to a Covered Infringement. Mylan will not take any steps toward instituting suit against any third party involving a Covered Infringement until Penwest has informed Mylan Sheffield Patent Rights which falls within NEWCO’s Field of its intention pursuant to the previous sentence. 8.3 If Penwest notifies Mylan that it intends to institute suit against a third party with respect to a Covered Infringement, and Mylan does not agree to join in such suit as provided in Section , Penwest may bring such suit on its own and shall in such event bear all costs of, and shall exercise all control over, such suit. Penwest may, at its expense, bring such action in the name of Mylan and/or cause Mylan to be joined in the suit as a plaintiff. Recoveries, if any, whether by judgment, award, decree or settlement, shall belong solely to PenwestUse. 8.4 If Penwest notifies Mylan that it desires Subject to institute suit against such third party with respect to a Covered Infringementthe ION/NEWCO Sublicense Agreement dated December 3, and Mylan notifies Penwest within 30 days after receipt of such notice that Mylan desires to institute suit jointly1997, 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 event that NEWCO or settlement, shall, after the reimbursement of each of Penwest and Mylan its successors institutes an action for its share infringement of the joint costs Licensed Patent Rights in Licensee’s Field of Use, CMCC hereby assigns to Licensee any recoveries due to CMCC resulting from such action, be shared between Penwest and Mylan equally; provided however that, any portion of such net recoveries which constitutes the equivalent of, or damages or payments in lieu of, a royalty measured by the defendant's Net Sales shall not be shared equally, but shall be shared between Penwest and Mylan in accordance with Section as if they were Mylan's Net Sales. 8.5 If Penwest notifies Mylan CMCC is deemed to be an indispensable party in a suit brought by Licensee, pursuant to this paragraph, CMCC agrees to be named as a co-plaintiff. If HARVARD or ION is deemed to be an indispensable party in a suit brought by Licensee pursuant to this paragraph, then CMCC will endeavor to secure ION’s and HARVARD’s agreement to be named as a co-plaintiff. 8.6 In the event that it does not intend 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 suit 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 Products or Licensed Processes, the costs of Licensee’s or its Affiliate’s, as applicable, defense of the third party’s claims will be offset against fifty percent (50%) of the future royalties each year until Licensee or its Affiliate, as applicable, is completely reimbursed for all attorneys fees, court costs, legal fees, damages and/or settlement amounts paid. In addition, in such event and upon payment by Licensee of all amounts due CMCC through the effective date of termination, the Licensee or its Affiliate, against which the judgment is obtained or which enters into the settlement agreement shall have the right to immediately terminate this agreement as to itself. Upon such termination, CMCC shall have no recourse against that Licensee or Affiliate, as applicable, for exercising its right to terminate. CMCC shall, at the request and expense of Licensee, its Affiliate or Sublicensee, as applicable cooperate with Licensee, its Affiliate or Sublicensee, as applicable in any such third party action by making its employees available to testify and by producing relevant, non-privileged records, papers, information, samples, specimens and the like. 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 respect 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 that a governmental agency in any country or territory compels CMCC to grant a license, or Licensee, its Affiliate or Sublicensee, as applicable, to grant a sublicense to any non-governmental third party under the Licensed Patent Rights, then Licensee, its Affiliate or Sublicensee, as applicable, shall have the benefit during the term of such license, in such territory or country only, of any of the terms granted to such third party which are more favorable than the terms set forth in this Agreement, only if the third party is actually and substantially commercializing Licensed Products or Licensed Processes. This provision shall apply to a Covered Infringement, Mylan may institute suit on its own. Mylan shall bear all costs of, and shall exercise all control over, such suit. Recoveries, license granted to a governmental agency only if any, whether by judgment, award, decree or settlement, shall belong solely that governmental agency grants a sublicense to Mylan; provided however that, after reimbursement of Mylan for its costs in such action, any portion of such net recoveries which constitutes the equivalent of, or damages or payments in lieu of, a royalty measured by the defendant's Net Sales shall be shared between Penwest and Mylan in accordance with Section as if they were Mylan's Net Salesnon-governmental third party. 8.6 Should either Penwest or Mylan commence a suit under the provisions of this Section and thereafter elect to abandon the same, it shall give timely notice to the other party, who may, if it so desires, be joined as a plaintiff in the suit (or continue as such if it is already one) and continue prosecution of such suit. The sharing of expenses and any recovery of such suit shall be as reasonably agreed between Penwest and Mylan.

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

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

Infringement. 8.1 Penwest Each Party shall promptly inform Mylan notify the other in writing of any suspected conflicting use or apparent act of infringement or appropriation of any of the Penwest Patents Burcon Technology or the infringement or misappropriation of the TIMERx Production Technology Burcon Patent Rights by a third party, any Person which comes 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 Infringementits attention. 8.2 If (a) As long as the suspected infringement or misappropriation does not involve a Covered InfringementExclusive License of Section 3.4 is in effect, Penwest may take, or refrain from taking, any action it chooses, with or without notice to Mylan, and Mylan ADM shall have no right to take any action with respect to such suspected infringement or misappropriation, nor to any recoveries with respect thereto. If the suspected infringement or misappropriation involves a Covered Infringement, Penwest shall, within 30 days of the first notice referred to in Section , inform Mylan whether or not Penwest intends to institute suit against such third party with respect to a Covered Infringement. Mylan will not take any steps toward instituting suit against any third party involving a Covered Infringement until Penwest has informed Mylan of its intention pursuant to the previous sentence. 8.3 If Penwest notifies Mylan that it intends to institute suit against a third party with respect to a Covered Infringement, and Mylan does not agree to join in such suit as provided in Section , Penwest may bring such suit on its own and shall in such event bear all costs of, and shall exercise all control over, such suit. Penwest mayright, at its expense, to bring suit in its own name, or if required by law, jointly with Burcon, at ADM’s expense and on its own behalf, for infringement of Burcon’s Patent Rights of mis-appropriation of Burcon Technology, provided that Burcon shall have the right to participate in and control any aspect of any such action suit which relates to the validity of any patent included in the name Burcon’s Patent Rights or Burcon Improvements. In any such suit brought by ADM to collect damages, profits and awards of Mylan and/or cause Mylan to be joined in the suit as a plaintiff. Recoverieswhatever nature for such infringement, if any, whether by judgment, award, decree or settlement, shall belong solely to Penwest. 8.4 If Penwest notifies Mylan that it desires to institute suit against such third party with respect to a Covered Infringement, and Mylan notifies Penwest within 30 days after receipt of such notice that Mylan desires to institute suit jointly, the suit ADM shall be brought jointly in the names of both parties and all costs thereof entitled to any damages collected under such suit, provided that Burcon shall be borne equally. Recoveriesentitled to Royalties from ADM at the relevant rate pursuant to Section 4.3, if any, whether on any such damages in excess of reasonable attorney fees and legal costs incurred by judgment, award, decree or settlement, shall, after the reimbursement of each of Penwest and Mylan for its share of the joint costs ADM in such action, be shared between Penwest and Mylan equally; provided however that, any portion of such net recoveries which constitutes the equivalent of, or damages or payments in lieu of, a royalty measured by the defendant's Net Sales shall not be shared equally, but shall be shared between Penwest and Mylan in accordance with Section as if they were Mylan's Net Sales. 8.5 If Penwest notifies Mylan that it does not intend to institute suit against such third party with respect to a Covered Infringement, Mylan may institute suit on its own. Mylan shall bear all costs of, and shall exercise all control over, bringing such suit. RecoveriesIn connection with such suit, if anyADM also has the right to settle any claim or suit for infringement with the prior consent of Burcon, whether by judgmentwhich consent will not be reasonably withheld, award, decree provided that any settlement or settlement, shall belong solely sublicense granted to Mylan; an accused infringer is subject to Royalties from ADM at the relevant rate pursuant to Section 4.3 and provided however that, after reimbursement in the reasonable opinion of Mylan Burcon's counsel, such action shall not jeopardize any Burcon Technology or Burcon Improvements. (b) In the event that ADM does not elect to pursue a suit for infringement under Section 6.1(a), Burcon shall have the right, at its costs 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 actioninfringement 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 portion of such net recoveries which constitutes the equivalent ofinfringement under Section 6.1(a) and Burcon elects to take steps to terminate any infringement or appropriation, or damages or payments in lieu of, a royalty measured by the defendant's Net Sales Burcon shall be shared between Penwest and Mylan in accordance with Section as if they were Mylan's Net Salesentitled to any damages collected under such suit. 8.6 Should either Penwest or Mylan commence a suit under the provisions of this Section and thereafter elect to abandon the same, it shall give timely notice (c) Subject to the foregoing, each Party shall cooperate and assist, and cause its employees and representatives to assist, the other partyParty to the fullest extent possible, who mayat the expense of the Party bringing the suit, if it so desires, be joined as a plaintiff in the suit (regarding such action or continue as such if it is already one) and continue prosecution of such suit. The sharing of expenses and any recovery of such suit shall be as reasonably agreed between Penwest and Mylanproceeding.

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

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

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

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

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

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

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

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

Infringement. 8.1 Penwest (a) If either party shall promptly inform Mylan learn of any suspected infringement of any of the Penwest Patents a claim or the infringement or misappropriation of the TIMERx Production Technology by a third party, to the extent such infringement involves assertion that the manufacture, use or sale of the Designated a Product in the Territory ("Covered Infringement"). Mylan shall promptly inform Penwest infringes or otherwise violates the intellectual property rights of any suspected infringement of Third Party or that any Third Party violates the intellectual property rights owned or Controlled by (i) Depomed in a Product and the Depomed Trademarks in the Territory or (ii) Santarus in the Santarus Trademarks, then the party becoming so informed shall promptly, but in all events within fifteen (15) days thereof, notify the other party to this Agreement of the Penwest Patents claim or infringement or misappropriation assertion. In the event either party receives a notice under Paragraph IV of the TIMERx Production TechnologyU.S. Federal Drug Price Competition and Patent Term Restoration Act of 1984, whether or not as amended, also known as the same involves ▇▇▇▇▇-▇▇▇▇▇▇ Act, with respect to any Product, such party shall provide the other party with written notice of such Paragraph IV notice within two (2) business days (each, a Covered Infringement“Paragraph IV Notice”). 8.2 (b) If warranted in the suspected infringement or misappropriation does not involve a Covered Infringementopinion of Depomed, Penwest may takeafter consultation with Santarus, or refrain from taking, any action it chooses, with or without notice to Mylan, and Mylan Depomed shall have no the right to take such legal action (“Enforcement Action”) as is advisable in Depomed’s opinion to restrain infringement of such Depomed Patent Rights related to any action Product or the Depomed Trademarks in the Territory (subject, in the case of the 1000mg Product, to BLS’s rights and Depomed’s obligations with respect to the intellectual property under the BLS Agreements). Depomed will have the right to institute the Enforcement Action in its own name using counsel of its choice and, except as otherwise set forth in this Agreement, with the right to control the course of such suspected infringement or misappropriationEnforcement Action. Santarus shall cooperate fully with, nor and as reasonably requested by, Depomed in any Enforcement Action, and Depomed shall reimburse Santarus for its out-of-pocket expenses incurred in providing such cooperation. Santarus may be represented by counsel of its own selection at its own expense in any Enforcement Action. Depomed shall keep Santarus reasonably informed regarding material developments relating to any recoveries Enforcement Action (including by making its outside counsel available to participate in periodic status calls); provided, however, that Depomed shall obtain Santarus’ consent (which Santarus will not unreasonably withhold) in advance of (i) the grant of any license, covenant not to ▇▇▇, right of reference, right of supply, other intellectual property right or other settlement in any Enforcement Action, and (ii) filing with respect thereto. If the suspected infringement court or misappropriation involves a Covered Infringementserving on any Third Party any pleadings (e.g., Penwest shallbriefs, within 30 days discovery requests and/or responses, expert reports, court filings and stipulations), the selection and engagement of expert witnesses, and any written or electronic correspondence with the first notice referred to opposing party or its counsel concerning substantive issues in Section the litigation, inform Mylan whether or not Penwest intends to institute suit against such third party including positions taken with respect to a Covered Infringementfact, expert opinions and claim construction. Mylan will If Depomed elects in writing not take any steps toward instituting suit against any third party involving a Covered Infringement until Penwest has informed Mylan of its intention pursuant to the previous sentence. 8.3 If Penwest notifies Mylan that it intends to institute suit against a third party bring or defend an Enforcement Action with respect to a Covered Infringement, and Mylan does not agree to join in such suit as provided in Section , Penwest may bring such suit on its own and shall in such event bear all costs of, and shall exercise all control over, such suit. Penwest may, at its expense, bring such action any Product in the name of Mylan and/or cause Mylan Territory within ninety (90) days following a notification pursuant to be joined Section 12.2(a) (provided that in the suit as case of a plaintiff. RecoveriesParagraph IV Notice, if any, whether by judgment, award, decree or settlement, Depomed shall belong solely to Penwest. 8.4 If Penwest notifies Mylan that it desires to institute suit against such third party with respect to a Covered Infringement, and Mylan notifies Penwest within 30 days after receipt of such notice that Mylan desires to institute suit jointly, the suit shall be brought jointly in the names of both parties and all costs thereof shall be borne equally. Recoveries, if any, whether by judgment, award, decree or settlement, shall, after the reimbursement of each of Penwest and Mylan for its share of the joint costs in such action, be shared between Penwest and Mylan equally; provided however that, any portion of such net recoveries which constitutes the equivalent of, or damages or payments in lieu of, a royalty measured by the defendant's Net Sales shall not be shared equally, but shall be shared between Penwest and Mylan in accordance with Section as if they were Mylan's Net Sales. 8.5 If Penwest notifies Mylan that it does not intend to institute suit against such third party with respect to a Covered Infringement, Mylan may institute suit on its own. Mylan shall bear all costs of, and shall exercise all control over, such suit. Recoveries, if any, whether by judgment, award, decree or settlement, shall belong solely to Mylan; provided however that, after reimbursement of Mylan for its costs in such action, any portion of such net recoveries which constitutes the equivalent of, or damages or payments in lieu of, a royalty measured by the defendant's Net Sales shall be shared between Penwest and Mylan in accordance with Section as if they were Mylan's Net Sales. 8.6 Should either Penwest or Mylan commence a suit under the provisions of this Section and thereafter elect to abandon the same, it shall give timely notice to the other party, who may, if it so desires, be joined as a plaintiff in the suit (or continue as such if it is already one) and continue prosecution of such suit. The sharing of expenses and any recovery of such suit shall be as reasonably agreed between Penwest and Mylan.confirm in

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

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

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

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

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

Infringement. 8.1 Penwest shall 6.1 Each party agrees to promptly inform Mylan provide written notice to the other party if such party becomes aware of any suspected infringement of any Patent Rights. 6.2 AGTC shall have the sole and exclusive right to undertake the enforcement and/or defense of the Penwest Patents or 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) or by other means reasonably acceptable to Icagen. If Icagen undertakes enforcement of the TIMERx Production Technology Patent Rights in the Icagen Field, any recovery by Icagen in such action shall belong solely to Icagen. 6.4 If Icagen does not settle such activity (whether by granting a third partysublicense 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 regulatory approval for an infringing commercial product has been accepted for filing by the applicable regulatory authority; or (c) the failure to enforce the Patent Rights with respect to such infringing activity could reasonably be expected to adversely affect the scope or validity of the Patent Rights or AGTC’s legal ability to enforce the Patent Rights outside the Icagen Field, then AGTC shall have the right, but shall not be obligated, to prosecute at its own expense any such 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 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) and, to the extent such infringement involves the manufacturereasonably possible, use or sale of the Designated Product in the Territory ("Covered Infringement"). Mylan shall promptly inform Penwest of any suspected infringement of any of the Penwest Patents or infringement or misappropriation of the TIMERx Production Technologyhave its employees testify when requested and make available relevant records, whether or not the same involves a Covered Infringement. 8.2 If the suspected infringement or misappropriation does not involve a Covered Infringementpapers, Penwest may takeinformation, or refrain from takingsamples, any action it chooses, with or without notice to Mylanspecimens, and Mylan shall have no right to take any action with respect to such suspected infringement or misappropriation, nor to any recoveries with respect thereto. If the suspected infringement or misappropriation involves a Covered Infringement, Penwest shall, within 30 days of the first notice referred to in Section , inform Mylan whether or not Penwest intends to institute suit against such third party with respect to a Covered Infringement. Mylan will not take any steps toward instituting suit against any third party involving a Covered Infringement until Penwest has informed Mylan of its intention pursuant to the previous sentencelike. 8.3 If Penwest notifies Mylan that it intends to institute suit against a third party with respect to a Covered Infringement, and Mylan does not agree to join in such suit as provided in Section , Penwest may bring such suit on its own and shall in such event bear all costs of, and shall exercise all control over, such suit. Penwest may, at its expense, bring such action in the name of Mylan and/or cause Mylan to be joined in the suit as a plaintiff. Recoveries, if any, whether by judgment, award, decree or settlement, shall belong solely to Penwest. 8.4 If Penwest notifies Mylan that it desires to institute suit against such third party with respect to a Covered Infringement, and Mylan notifies Penwest within 30 days after receipt of such notice that Mylan desires to institute suit jointly, the suit shall be brought jointly in the names of both parties and all costs thereof shall be borne equally. Recoveries, if any, whether by judgment, award, decree or settlement, shall, after the reimbursement of each of Penwest and Mylan for its share of the joint costs in such action, be shared between Penwest and Mylan equally; provided however that, any portion of such net recoveries which constitutes the equivalent of, or damages or payments in lieu of, a royalty measured by the defendant's Net Sales shall not be shared equally, but shall be shared between Penwest and Mylan in accordance with Section as if they were Mylan's Net Sales. 8.5 If Penwest notifies Mylan that it does not intend to institute suit against such third party with respect to a Covered Infringement, Mylan may institute suit on its own. Mylan shall bear all costs of, and shall exercise all control over, such suit. Recoveries, if any, whether by judgment, award, decree or settlement, shall belong solely to Mylan; provided however that, after reimbursement of Mylan for its costs in such action, any portion of such net recoveries which constitutes the equivalent of, or damages or payments in lieu of, a royalty measured by the defendant's Net Sales shall be shared between Penwest and Mylan in accordance with Section as if they were Mylan's Net Sales. 8.6 Should either Penwest or Mylan commence a suit under the provisions of this Section and thereafter elect to abandon the same, it shall give timely notice to the other party, who may, if it so desires, be joined as a plaintiff in the suit (or continue as such if it is already one) and continue prosecution of such suit. The sharing of expenses and any recovery of such suit shall be as reasonably agreed between Penwest and Mylan.

Infringement. 8.1 Penwest shall promptly inform Mylan of LIFECOMM will defend at its own expense any suspected infringement of any of the Penwest Patents or the infringement or misappropriation of the TIMERx Production Technology action against AMAC brought by a third party, party to the extent such infringement involves that the manufacture, use action is based upon a claim that the Device or sale any other component of the Designated Product AMAC Bundle infringes any copyrights or U.S. patents or misappropriates any trade secrets and LIFECOMM will pay those costs (including litigation costs and reasonable attorneys' fees) and damages finally awarded against AMAC in any such action, that are specifically attributable to such claim or those costs and damages agreed to in a monetary settlement of such action. LIFECOMM further agrees to indemnify AMAC against any other costs and reasonable attorneys' fees incurred by AMAC, and its directors, officers, and employees in connection with such claim or action. The foregoing obligations are conditioned on AMAC notifying LIFECOMM promptly in writing of such action, AMAC giving LIFECOMM sole control of the Territory ("Covered Infringement"). Mylan shall promptly inform Penwest defense thereof and any related settlement negotiations, and AMAC cooperating and, at LIFECOMM’s reasonable request and expense, assisting in such defense; provided that a resolution of any suspected infringement claim that requires an admission of liability from AMAC will require AMAC’s prior written consent; and further provided that if AMAC determines that LIFECOMM has abandoned the defense of any such claim, AMAC shall have the right, in its own behalf, to adjust, settle, defend or otherwise dispose of the Penwest Patents or infringement or misappropriation of the TIMERx Production Technology, whether or not the same involves a Covered Infringement. 8.2 If the suspected infringement or misappropriation does not involve a Covered Infringement, Penwest may take, or refrain from taking, any action it chooses, with or without notice to Mylansuch claim, and Mylan LIFECOMM shall have no right to take indemnify AMAC and its directors, officers, and employees against any action with respect to such suspected infringement or misappropriation, nor to any recoveries costs and damages (including reasonable attorneys' fees) incurred with respect thereto. If the suspected infringement Device or misappropriation involves a Covered Infringement, Penwest shall, within 30 days any other component of the first notice referred AMAC Bundle becomes, or in LIFECOMM’s opinion is likely to in Section become, inform Mylan whether or not Penwest intends to institute suit against such third party with respect to a Covered Infringement. Mylan will not take any steps toward instituting suit against any third party involving a Covered Infringement until Penwest has informed Mylan the subject of its intention pursuant to the previous sentence. 8.3 If Penwest notifies Mylan that it intends to institute suit against a third party with respect to a Covered Infringementan infringement claim, and Mylan does not agree to join in such suit as provided in Section , Penwest may bring such suit on its own and shall in such event bear all costs of, and shall exercise all control over, such suit. Penwest LIFECOMM may, at its option and expense, bring such action either (i) procure for AMAC the right to continue exercising the rights licensed to AMAC in this Agreement; or (ii) replace or modify the name Device or other component of Mylan and/or cause Mylan to be joined in the suit AMAC Bundle, as a plaintiff. Recoveriesapplicable, if any, whether by judgment, award, decree or settlement, shall belong solely to Penwest. 8.4 If Penwest notifies Mylan so that it desires becomes non-infringing and remains functionally equivalent. This subsection states LIFECOMM’s entire liability and 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 institute suit against such third party with respect to a Covered Infringement, the rules 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 regulations of the joint costs in such actionSecurities Act of 1933, as amended. Confidential portions portions have been omitted and will be shared between Penwest filed separately with the Securities and Mylan equally; provided however that, any portion of such net recoveries which constitutes the equivalent of, or damages or payments in lieu of, a royalty measured by the defendant's Net Sales shall not be shared equally, but shall be shared between Penwest and Mylan in accordance with Section as if they were Mylan's Net SalesExchange Commission. 8.5 If Penwest notifies Mylan that it does not intend to institute suit against such third party with respect to a Covered Infringement, Mylan may institute suit on its own. Mylan shall bear all costs of, and shall exercise all control over, such suit. Recoveries, if any, whether by judgment, award, decree or settlement, shall belong solely to Mylan; provided however that, after reimbursement of Mylan for its costs in such action, any portion of such net recoveries which constitutes the equivalent of, or damages or payments in lieu of, a royalty measured by the defendant's Net Sales shall be shared between Penwest and Mylan in accordance with Section as if they were Mylan's Net Sales. 8.6 Should either Penwest or Mylan commence a suit under the provisions of this Section and thereafter elect to abandon the same, it shall give timely notice to the other party, who may, if it so desires, be joined as a plaintiff in the suit (or continue as such if it is already one) and continue prosecution of such suit. The sharing of expenses and any recovery of such suit shall be as reasonably agreed between Penwest and Mylan.

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

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

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

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

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

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

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

Infringement. 8.1 Penwest shall promptly inform Mylan of any suspected infringement of 7.1 Except as set forth in Sections 8.5.2 and 8.6.3, in the event that any of the Penwest Patents Licensed Joint Patent Rights or any other Licensed Patent Rights exclusively licensed to Novo Nordisk pursuant to the infringement second sentence of Section 3.1 are infringed or misappropriation of the TIMERx Production Technology believed to be infringed by a third party, to the extent such infringement involves the manufacture, use or sale of the Designated Product in the Territory ("Covered Infringement"). Mylan shall promptly inform Penwest of any suspected infringement of any of the Penwest Patents or infringement or misappropriation of the TIMERx Production Technology, whether or not the same involves a Covered Infringement. 8.2 If the suspected infringement or misappropriation does not involve a Covered Infringement, Penwest may take, or refrain from taking, any action it chooses, with or without notice to Mylan, and Mylan shall have no right to take any action with respect to such suspected infringement or misappropriation, nor to any recoveries with respect thereto. If the suspected infringement or misappropriation involves a Covered Infringement, Penwest shall, within 30 days of the first notice referred to in Section , inform Mylan whether or not Penwest intends to institute suit against such third party with respect to a Covered Infringement. Mylan will not take any steps toward instituting suit against any third party involving a Covered Infringement until Penwest has informed Mylan of its intention pursuant to the previous sentence. 8.3 If Penwest notifies Mylan that it intends to institute suit against a third party with respect to a Covered Infringement, and Mylan does not agree to join in such suit as provided in Section , Penwest may bring such suit on its own and shall in such event bear all costs of, and shall exercise all control over, such suit. Penwest Novo Nordisk may, at its expenseoption, bring elect to prosecute such infringement claims. If Novo Nordisk elects to commence such an action, Novo Nordisk shall have control of such action and shall have the right to settle or compromise the same, and Progenitor agrees that it shall fully cooperate in every reasonable way with the name prosecution of Mylan and/or such action. If Novo Nordisk elects to commence such an action, Progenitor hereby grants Novo Nordisk the right to do so in Progenitor's name, and, if Progenitor is a legally indispensable party to such action, Novo Nordisk may cause Mylan it to be joined in the suit as a plaintiffparty in such action at Novo Nordisk's expense. Recoveries, if any, whether Novo Nordisk shall notify Progenitor of any action filed by judgment, award, decree or settlement, Novo Nordisk pursuant to this Section and shall belong solely keep Progenitor generally informed as to Penwestthe progress of such action. 8.4 If Penwest notifies Mylan that it desires 7.2 Recoveries or reimbursements from any such action shall first be applied to institute suit against such third party with respect to a Covered Infringement, and Mylan notifies Penwest within 30 days after receipt of such notice that Mylan desires to institute suit jointly, the suit shall be brought jointly in the names of both parties and all costs thereof shall be borne equally. Recoveries, if any, whether by judgment, award, decree or settlement, shall, after the reimbursement of each of Penwest and Mylan reimburse Novo Nordisk for its share of expenses, costs and fees in connection with the joint costs in such action. Any remaining recoveries or reimbursements, be shared between Penwest and Mylan equally; provided however that, any portion of such net recoveries which constitutes to the extent they constitute the equivalent of, or damages or payments in lieu of, a royalty measured by reasonable royalties on the defendantinfringer's Net Sales shall sales (but not in excess of the amount that would be shared equallypayable pursuant to Section 4.3), but shall be shared between Penwest and Mylan with Progenitor in accordance with Section 4.3, and otherwise shall be retained by Novo Nordisk as if they were Mylan's Net Salesits own property. 8.5 7.3 In the event 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 Penwest notifies Mylan Progenitor elects to 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 compromise such action in its sole discretion, provided that it does not intend no such settlement or compromise conflicts with any provision of this Agreement. If Progenitor elects to institute suit against commence such third party with respect an action, Novo Nordisk hereby grants Progenitor the right to a Covered Infringementdo so in Novo Nordisk's name, Mylan may institute suit on its own. Mylan shall bear all costs of, and shall exercise all control over, such suit. Recoveriesand, if any, whether by judgment, award, decree or settlement, shall belong solely Novo Nordisk is a legally indispensable party to Mylan; provided however that, after reimbursement of Mylan for its costs in such action, any portion of such net recoveries which constitutes the equivalent of, or damages or payments in lieu of, a royalty measured by the defendant's Net Sales shall be shared between Penwest and Mylan in accordance with Section as if they were Mylan's Net Sales. 8.6 Should either Penwest or Mylan commence a suit under the provisions of this Section and thereafter elect Progenitor may cause it to abandon the same, it shall give timely notice to the other party, who may, if it so desires, be joined as a plaintiff party in such action at Progenitor's expense, and Novo Nordisk agrees to cooperate fully in every reasonable way with the suit (or continue as such if it is already one) and continue prosecution of such suit. The sharing of expenses and any recovery of such suit shall be as reasonably agreed between Penwest and Mylanaction.

Infringement. 8.1 Penwest 10.1 If either AtheroGenics or Emory becomes aware of a product made, used or sold in the Licensed Territory, which it believes infringes a Valid Claim, the party obtaining such knowledge shall promptly inform Mylan advise the other party of any suspected infringement of any of the Penwest Patents or the infringement or misappropriation of the TIMERx Production Technology by a third party, all relevant facts and circumstances pertaining to the extent such infringement involves the manufacture, use or sale of the Designated Product in the Territory ("Covered Infringement")potential infringement. Mylan shall promptly inform Penwest of any suspected infringement of any of the Penwest Patents or infringement or misappropriation of the TIMERx Production Technology, whether or not the same involves a Covered Infringement. 8.2 If the suspected infringement or misappropriation does not involve a Covered Infringement, Penwest may take, or refrain from taking, any action it chooses, with or without notice to Mylan, and Mylan AtheroGenics shall have no the right to take enforce any action with respect to such suspected infringement or misappropriation, nor to any recoveries with respect thereto. If the suspected infringement or misappropriation involves a Covered Infringement, Penwest shall, within 30 days of the first notice referred to in Section , inform Mylan whether or not Penwest intends to institute suit issued Licensed Patent against such third party with respect to a Covered Infringement. Mylan will not take any steps toward instituting suit against any third party involving a Covered Infringement until Penwest has informed Mylan of its intention pursuant to the previous sentence. 8.3 If Penwest notifies Mylan that it intends to institute suit against a third party with respect to a Covered Infringement, and Mylan does not agree to join in such suit as provided in Section , Penwest may bring such suit on its own and shall in such event bear all costs of, and shall exercise all control over, such suit. Penwest mayinfringement, at its own expense. Emory shall cooperate with AtheroGenics in such effort, bring such action in the name of Mylan and/or cause Mylan to be including being joined in the suit as a plaintiff. Recoveries, if any, whether by judgment, award, decree or settlement, shall belong solely party to Penwest. 8.4 If Penwest notifies Mylan that it desires to institute suit against such third party with respect to a Covered Infringement, and Mylan notifies Penwest within 30 days after receipt of such notice that Mylan desires to institute suit jointly, the suit shall be brought jointly in the names of both parties and all costs thereof shall be borne equally. Recoveries, if any, whether by judgment, award, decree or settlement, shall, after the reimbursement of each of Penwest and Mylan for its share of the joint costs in such action, be shared between Penwest and Mylan equally; provided however that, any portion if necessary. During the pendency of such net recoveries which constitutes the equivalent ofan action, or royalty rates owed by AtheroGenics to Emory shall be reduced by fifty (50%) percent from those listed in Article 5 of this Agreement. 10.2 Any damages or payments costs recovered by AtheroGenics in lieu of, a royalty measured connection with any action filed by the defendant's Net Sales shall not be shared equally, but AtheroGenics hereunder shall be shared between Penwest applied first to reimbursing AtheroGenics for costs and Mylan expenses of such litigation. Any damages or costs recovered by AtheroGenics in excess of costs and expenses credited shall be the sole property of AtheroGenics. Any such excess damages or costs shall be treated as proceeds of Sales of Licensed Products in the fiscal quarter received by AtheroGenics, and royalties shall be payable by AtheroGenics to Emory thereon in accordance with Section as if they were Mylan's Net Salesthe terms of this Agreement. 8.5 10.3 Any multiplication of damages for punitive purposes shall be treated as proceeds of Sales of Licensed Products in the fiscal quarter received by AtheroGenics, and royalties shall be payable by AtheroGenics to Emory thereon in accordance with the terms of this Agreement, and AtheroGenics shall retain all attorney fees awarded. 10.4 If Penwest AtheroGenics shall fail, within one hundred twenty (120) days after receiving notice from Emory of a potential infringement, or providing Emory with notice of such infringement, to either (a) terminate such infringement, (b) institute sub-licensing negotiations, to be completed within a reasonable period of time, or (c) institute an action to prevent continuation thereof and, thereafter to prosecute such action diligently, or if AtheroGenics notifies Mylan Emory that it does not intend plan to terminate the infringement, negotiate a sub-license or institute suit against such third action, then Emory shall have the right to do so at its own expense. AtheroGenics shall cooperate with Emory in such effort, including being joined as a party with respect to a Covered Infringement, Mylan may institute suit on its ownsuch action if necessary. Mylan Emory shall bear be entitled to retain all damages or costs of, and shall exercise all control over, such suit. Recoveries, if any, whether by judgment, award, decree or settlement, shall belong solely awarded to Mylan; provided however that, after reimbursement of Mylan for its costs Emory in such action, any portion of such net recoveries which constitutes the equivalent of, or damages or payments in lieu of, a royalty measured by the defendant's Net Sales shall be shared between Penwest and Mylan in accordance with Section as if they were Mylan's Net Sales. 8.6 Should either Penwest or Mylan commence a suit under the provisions of this Section and thereafter elect to abandon the same, it shall give timely notice to the other party, who may, if it so desires, be joined as a plaintiff in the suit (or continue as such if it is already one) and continue prosecution of such suit. The sharing of expenses and any recovery of such suit shall be as reasonably agreed between Penwest and Mylan.

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

Infringement. 8.1 Penwest (a) If either party shall promptly inform Mylan learn of any suspected infringement of any of the Penwest Patents a claim or the infringement or misappropriation of the TIMERx Production Technology by a third party, to the extent such infringement involves assertion that the manufacture, use or sale of the Designated a Product in the Territory ("Covered Infringement"). Mylan shall promptly inform Penwest infringes or otherwise violates the intellectual property rights of any suspected infringement of Third Party or that any Third Party violates the intellectual property rights owned or Controlled by (i) Depomed in a Product and the Depomed Trademarks in the Territory or (ii) Santarus in the Santarus Trademarks, then the party becoming so informed shall promptly, but in all events within fifteen (15) days thereof, notify the other party to this Agreement of the Penwest Patents claim or infringement or misappropriation assertion. In the event either party receives a notice under Paragraph IV of the TIMERx Production TechnologyU.S. Federal Drug Price Competition and Patent Term Restoration Act of 1984, whether or not as amended, also known as the same involves ▇▇▇▇▇-▇▇▇▇▇▇ Act, with respect to any Product, such party shall provide the other party with written notice of such Paragraph IV notice within two (2) business days (each, a Covered Infringement“Paragraph IV Notice”). 8.2 (b) If warranted in the suspected infringement or misappropriation does not involve a Covered Infringementopinion of Depomed, Penwest may takeafter consultation with Santarus, or refrain from taking, any action it chooses, with or without notice to Mylan, and Mylan Depomed shall have no the right to take such legal action (“Enforcement Action”) as is advisable in Depomed’s opinion to restrain infringement of such Depomed Patent Rights related to any action Product or the Depomed Trademarks in the Territory (subject, in the case of the 1000mg Product, to BLS’s rights and Depomed’s obligations with respect to the intellectual property under the BLS Agreements). Depomed will have the right to institute the Enforcement Action in its own name using counsel of its choice and, except as otherwise set forth in this Agreement, with the right to control the course of such suspected infringement or misappropriationEnforcement Action. Santarus shall cooperate fully with, nor and as reasonably requested by, Depomed in any Enforcement Action, and Depomed shall reimburse Santarus for its out-of-pocket expenses incurred in providing such cooperation. Santarus may be represented by counsel of its own selection at its own expense in any Enforcement Action. Depomed shall keep Santarus reasonably informed regarding material developments relating to any recoveries Enforcement Action (including by making its outside counsel available to participate in periodic status calls); provided, however, that Depomed shall obtain Santarus’ consent (which Santarus will not unreasonably withhold) in advance of (i) the grant of any license, covenant not to ▇▇▇, right of reference, right of supply, other intellectual property right or other settlement in any Enforcement Action, and (ii) filing with respect thereto. If the suspected infringement court or misappropriation involves a Covered Infringementserving on any Third Party any pleadings (e.g., Penwest shallbriefs, within 30 days discovery requests and/or responses, expert reports, court filings and stipulations), the selection and engagement of expert witnesses, and any written or electronic correspondence with the first notice referred to opposing party or its counsel concerning substantive issues in Section the litigation, inform Mylan whether or not Penwest intends to institute suit against such third party including positions taken with respect to a Covered Infringementfact, expert opinions and claim construction. Mylan will If Depomed elects in writing not take any steps toward instituting suit against any third party involving a Covered Infringement until Penwest has informed Mylan of its intention pursuant to the previous sentence. 8.3 If Penwest notifies Mylan that it intends to institute suit against a third party bring or defend an Enforcement Action with respect to any Product in the Territory within ninety (90) days following a Covered Infringementnotification pursuant to Section 12.2(a) (provided that in the case of a Paragraph IV Notice, and Mylan does not agree Depomed shall confirm in writing its election to join in such suit as provided in Section , Penwest may bring such suit on its own and shall in such event bear all costs ofEnforcement Action no later than twenty (20) days following receipt of the Paragraph IV Notice), and shall exercise all control over, such suit. Penwest may, at its expense, or if Depomed fails to bring such or defend an Enforcement Action or take other reasonable action to protect the Depomed Patent Rights or the Depomed Trademarks in the name Territory from such infringement, or to ▇▇▇▇▇ such infringement, then, subject to the terms and conditions of Mylan and/or cause Mylan the BLS Manufacturing Transfer Agreement or other in-license agreement with respect to be joined in the suit as applicable Depomed Patent Rights licensed from a plaintiff. RecoveriesThird Party, if any, whether by judgmentthen, awardexcept as set forth in 0, decree or settlementSantarus shall have the right, shall belong solely to Penwest. 8.4 If Penwest notifies Mylan that it desires at its sole discretion, to institute suit against 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 third Enforcement Action (the “Santarus Step-In Rights”). Depomed shall cooperate fully with, and as reasonably requested by, Santarus in any such Enforcement Action, including joining such Enforcement Action if necessary to maintain the Enforcement Action, and Santarus shall reimburse Depomed for its out-of-pocket expenses incurred in providing such cooperation. Depomed shall have the right to join and participate in the Enforcement Action whether or not such joinder is requested by Santarus. Santarus shall keep Depomed reasonably informed regarding material developments relating to any such Enforcement Action (including by making its outside counsel available to participate in periodic status calls); provided, however, that Santarus shall obtain Depomed’s consent (which Depomed will not unreasonably withhold) in advance of (i) the grant of any license, covenant not to ▇▇▇, right of reference, right of supply, other intellectual property right or other settlement in any Enforcement Action, and (ii) filing with the court or serving on any Third Party any pleadings (e.g., briefs, discovery requests and/or responses, expert reports, court filings and stipulations), the selection and engagement of expert witnesses, and any written or electronic correspondence with the opposing party or its counsel concerning substantive issues in the litigation, including positions taken with respect to fact, expert opinions and claim construction. Depomed may be represented by counsel of its own selection at its own expense in any Enforcement Action brought by Santarus pursuant to the Santarus Step-In Rights. Any recovery received by a Covered Infringementparty 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, and Mylan notifies Penwest within 30 days after receipt including any reimbursement made or required to be made to Depomed by BLS under the BLS Agreements or by any other licensor of such notice that Mylan desires to institute suit jointlythe applicable Depomed Patent Rights or Depomed Trademarks under the terms of the respective in-license agreement, if any). Of any remaining amounts, the suit shall amount (if any) which is required to be brought jointly in paid to BLS pursuant to the names BLS Agreements or any other licensors of both parties and all costs thereof shall be borne equally. Recoveriesthe applicable Depomed Patent Rights or Depomed Trademarks under the terms of the respective in-license agreement, if any, whether by judgment, award, decree shall then be paid to BLS or settlement, shall, after the reimbursement of each of Penwest and Mylan for its share of the joint costs in such action, be shared between Penwest and Mylan equally; provided however that, any portion of such net recoveries which constitutes the equivalent of, or damages or payments in lieu of, a royalty measured by the defendant's Net Sales shall not be shared equally, but shall be shared between Penwest and Mylan in accordance with Section as if they were Mylan's Net Sales. 8.5 If Penwest notifies Mylan that it does not intend to institute suit against such third party with respect to a Covered Infringement, Mylan may institute suit on its own. Mylan shall bear all costs of, and shall exercise all control over, such suit. Recoveriesother licensor, if any, whether by judgment, award, decree or settlement, shall belong solely to Mylan; provided however that, after reimbursement of Mylan for its costs in such action, and any portion of such net recoveries which constitutes the equivalent of, or damages or payments in lieu of, a royalty measured by the defendant's Net Sales amounts remaining thereafter shall be shared between Penwest [***] to Santarus and Mylan in accordance with Section as if they were Mylan's Net Sales[***] to Depomed. 8.6 Should (c) The parties acknowledge that as of the Effective Date, Depomed has ongoing patent infringement litigation with respect to Products against each of Sun Pharmaceutical Industries, Inc. (and Sun Pharma Global FZE and Sun Pharmaceutical Industries Ltd.) and Lupin Limited (and its subsidiary Lupin Pharmaceuticals Inc.) (the “Existing Infringement Cases”). Notwithstanding Section 12.2(b): (i) Santarus shall have the right upon written notice to Depomed to lead settlement negotiations for either Penwest or Mylan commence both of the Existing Infringement Cases within mutually agreed settlement parameters; (ii) Santarus shall be required to reimburse Depomed for seventy percent (70%) of its out-of-pocket costs paid for periods after the Effective Date in pursuing the Existing Infringement Cases; and (iii) Depomed shall be required to reimburse Santarus for thirty percent (30%) of its out-of-pocket costs paid for periods after the Effective Date in pursuing the Existing Infringement Cases; in each case, including costs and legal fees related to discovery requests. Prior to the Effective Date, Depomed has provided to Santarus a suit under budget for Depomed’s out-of-pocket costs relating to the conduct of the Existing Infringement Cases. Santarus’ budget for out-of-pocket costs relating to the conduct of the Existing Infringement Cases shall be consistent with the amounts Depomed has negotiated for comparable activities in connection with the Existing Infringement Cases, and Santarus shall use commercially reasonable efforts to negotiate similar arrangements. The parties agree to use commercially reasonable efforts to conduct the Existing Infringement Cases within the budgets described above. If a party believes that it will not be able to conduct the Existing Infringement Cases within such budget, such party shall promptly notify the other party thereof, and the parties shall confer in good faith regarding the handling of costs outside of such budget and use commercially reasonable efforts to minimize such excess costs. Any modifications to the budgets shall be agreed upon in advance by the parties. Any other ANDA litigation arising after the Effective Date shall be subject to the preceding provisions of this Section and thereafter elect to abandon the same12.2(c), it shall give timely notice to the other party, who may, if it so desires, be joined as a plaintiff mutatis mutandis. (d) If warranted in the opinion of Santarus, Santarus shall take such legal action as is advisable in Santarus’ opinion to restrain such infringement of the Santarus Trademarks. Depomed shall cooperate fully with, and as requested by, Santarus in Santarus’ attempt to restrain such infringement, and Santarus shall reimburse Depomed for its out-of-pocket expenses incurred in providing such cooperation. Depomed may be represented by counsel of its own selection at its own expense in any suit (or continue as proceeding brought to restrain such if it is already one) and continue prosecution of such suit. The sharing of expenses and any recovery of such infringement, but Santarus shall have the right to control the suit shall be as reasonably agreed between Penwest and Mylanor proceeding.

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

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

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

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

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

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

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

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

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

Infringement. 8.1 Penwest shall promptly inform Mylan Company will defend, at its own expense, any action against MassRoots based on a claim that the CannaRegs Non-Cannabis Intellectual Property infringes a United States or foreign patent, or United States or foreign copyright or involves misappropriation of any suspected infringement of any a trade secret to the extent that such claim relates to Company’s usage of the Penwest Patents CannaRegs Non-Cannabis Intellectual Property. Company will pay such damages or the costs as are finally awarded against MassRoots for such infringement or misappropriation provided that MassRoots gives Company: (a) prompt written notice of any such action and of all prior related claims; (b) sole control of the TIMERx Production Technology by defense and settlement of such action; and (c) full cooperation (at Company’s expense) in any defense or settlement. Company shall not be liable for any fees, costs or damages incurred without such prior written notice, control and cooperation and/or that do not relate to Company’s usage of the CannaRegs Non-Cannabis Intellectual Property. Should any CannaRegs Non-Cannabis Intellectual Property become, or in Company's opinion be likely to become, the subject of a third partyclaim of infringement or trade secret misappropriation as set forth herein, Company shall, at its option and expense either: (a) obtain for itself the right to continue using the CannaRegs Non-Cannabis Intellectual Property; (b) replace or modify the CannaRegs Non-Cannabis Intellectual Property so its use becomes non-infringing or otherwise lawful; or (c) discontinue using the infringing portion of the CannaRegs Non-Cannabis Intellectual Property. MassRoots shall have no liability for any claim of infringement of a patent, copyright or other intellectual property right or trade secret misappropriation, based on the use of the CannaRegs Non-Cannabis Intellectual Property under this Agreement to the extent such infringement involves that the manufactureCannaRegs Non-Cannabis Intellectual Property is held by CannaRegs immediately prior to the Merger. This Section 6 states Company’s exclusive remedy and MassRoots’ sole liability for the CannaRegs Non-Cannabis Intellectual Property, use that is held by CannaRegs immediately prior to the Merger, infringing on the intellectual property rights of third parties 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 constituting a misappropriation of the TIMERx Production Technology, whether or not the same involves a Covered Infringementtrade secrets of third parties. 8.2 If the suspected infringement or misappropriation does not involve a Covered Infringement, Penwest may take, or refrain from taking, any action it chooses, with or without notice to Mylan, and Mylan shall have no right to take any action with respect to such suspected infringement or misappropriation, nor to any recoveries with respect thereto. If the suspected infringement or misappropriation involves a Covered Infringement, Penwest shall, within 30 days of the first notice referred to in Section , inform Mylan whether or not Penwest intends to institute suit against such third party with respect to a Covered Infringement. Mylan will not take any steps toward instituting suit against any third party involving a Covered Infringement until Penwest has informed Mylan of its intention pursuant to the previous sentence. 8.3 If Penwest notifies Mylan that it intends to institute suit against a third party with respect to a Covered Infringement, and Mylan does not agree to join in such suit as provided in Section , Penwest may bring such suit on its own and shall in such event bear all costs of, and shall exercise all control over, such suit. Penwest may, at its expense, bring such action in the name of Mylan and/or cause Mylan to be joined in the suit as a plaintiff. Recoveries, if any, whether by judgment, award, decree or settlement, shall belong solely to Penwest. 8.4 If Penwest notifies Mylan that it desires to institute suit against such third party with respect to a Covered Infringement, and Mylan notifies Penwest within 30 days after receipt of such notice that Mylan desires to institute suit jointly, the suit shall be brought jointly in the names of both parties and all costs thereof shall be borne equally. Recoveries, if any, whether by judgment, award, decree or settlement, shall, after the reimbursement of each of Penwest and Mylan for its share of the joint costs in such action, be shared between Penwest and Mylan equally; provided however that, any portion of such net recoveries which constitutes the equivalent of, or damages or payments in lieu of, a royalty measured by the defendant's Net Sales shall not be shared equally, but shall be shared between Penwest and Mylan in accordance with Section as if they were Mylan's Net Sales. 8.5 If Penwest notifies Mylan that it does not intend to institute suit against such third party with respect to a Covered Infringement, Mylan may institute suit on its own. Mylan shall bear all costs of, and shall exercise all control over, such suit. Recoveries, if any, whether by judgment, award, decree or settlement, shall belong solely to Mylan; provided however that, after reimbursement of Mylan for its costs in such action, any portion of such net recoveries which constitutes the equivalent of, or damages or payments in lieu of, a royalty measured by the defendant's Net Sales shall be shared between Penwest and Mylan in accordance with Section as if they were Mylan's Net Sales. 8.6 Should either Penwest or Mylan commence a suit under the provisions of this Section and thereafter elect to abandon the same, it shall give timely notice to the other party, who may, if it so desires, be joined as a plaintiff in the suit (or continue as such if it is already one) and continue prosecution of such suit. The sharing of expenses and any recovery of such suit shall be as reasonably agreed between Penwest and Mylan.

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

Infringement. 8.1 Penwest 6.3.1 If either Party believes that an infringement by 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 infringement or potential infringement and (b) evidence of such infringement or potential infringement (the “Infringement Notice”). Licensee shall promptly inform Mylan not notify such a Third Party (including the infringer) of infringement or put such Third Party on notice of the existence of Licensor Patent Rights without first obtaining the written consent of Licensor, which consent will not be unreasonably withheld, conditioned or delayed. Both Licensor and 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 suit. If in a suit initiated by Licensee, Licensor 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. 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 suspected 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. 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 suit for patent infringement against the infringer. 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. 6.3.4 Notwithstanding Sections 6.3.2 and 6.3.3, (a) in the event that any Licensor Patent Rights are infringed by a Third Party prior to the First Commercial Sale of a Licensed Product in the United States or (b) if any of the Penwest Patents infringed Licensor Patent Rights are also licensed by Licensor 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. 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 infringement or misappropriation 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 TIMERx Production Technology by a third party, to the extent such infringement involves the manufacture, use or sale of the Designated Product in the Territory ("Covered Infringement"). Mylan shall promptly inform Penwest of any suspected infringement of any of the Penwest Patents or infringement or misappropriation of the TIMERx Production Technology, whether or not the same involves a Covered Infringement. 8.2 If the suspected infringement or misappropriation does not involve a Covered Infringement, Penwest may take, or refrain from taking, any action it chooses, with or without notice to Mylan, and Mylan shall have no right to take any action with respect to such suspected infringement or misappropriation, nor to any recoveries with respect thereto. If the suspected infringement or misappropriation involves a Covered Infringement, Penwest shall, within 30 days of the first notice referred to in Section , inform Mylan whether or not Penwest intends to institute suit against such third party with respect to a Covered Infringement. Mylan will not take any steps toward instituting suit against any third party involving a Covered Infringement until Penwest has informed Mylan of its intention pursuant to the previous sentence. 8.3 If Penwest notifies Mylan that it intends to institute suit against a third party with respect to a Covered Infringement, and Mylan does not agree to join in such suit as provided in Section , Penwest may bring such suit on its own and shall in such event bear all costs of, and shall exercise all control over, such suit. Penwest may, at its expense, bring such action in the name of Mylan and/or cause Mylan to be joined in the suit as a plaintiff. Recoveries, if any, whether by judgment, award, decree or settlement, shall belong solely to Penwest. 8.4 If Penwest notifies Mylan that it desires to institute suit against such third party with respect to a Covered Infringement, and Mylan notifies Penwest within 30 days after receipt of such notice that Mylan desires to institute suit jointly, the suit shall be brought jointly in the names of both parties and all costs thereof shall be borne equally. Recoveries, if any, whether by judgment, award, decree or settlement, shall, after the reimbursement of each of Penwest and Mylan for its share of the joint costs in such action, be shared between Penwest and Mylan equally; provided however that, any portion of such net recoveries which constitutes the equivalent of, or damages or payments in lieu of, a royalty measured by the defendant's Net Sales shall not be shared equally, but shall be shared between Penwest and Mylan in accordance with Section as if they were Mylan's Net Sales. 8.5 If Penwest notifies Mylan that it does not intend to institute suit against such third party with respect to a Covered Infringement, Mylan may institute suit on its own. Mylan shall bear all costs of, and shall exercise all control over, such suit. Recoveries, if any, whether by judgment, award, decree or settlement, shall belong solely to Mylan; provided however that, after reimbursement of Mylan for its costs in such action, any portion of such net recoveries which constitutes the equivalent of, or damages or payments in lieu of, a royalty measured by the defendant's Net Sales shall be shared between Penwest and Mylan in accordance with Section as if they were Mylan's Net Sales. 8.6 Should either Penwest or Mylan commence a suit under the provisions of this Section and thereafter elect to abandon the same, it shall give timely notice to the other party, Party who may, if it so desires, be joined as a plaintiff in initiated the suit (or continue as such if it is already one) and continue prosecution of such suit. The sharing of expenses and any recovery of unless such suit shall be as reasonably agreed between Penwest and Mylanis being jointly prosecuted by the Parties). For clarity, such requirement does not require a Party to join a suit unless otherwise specifically required under this Agreement.

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

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

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

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

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

Infringement. 8.1 Penwest shall promptly inform Mylan 6.3.1 If either Party believes that an infringement by a Third Party with respect to any Penn Patent Right is occurring or may potentially occur, the knowledgeable Party will provide the other Party with (a) written notice of such infringement or potential infringement and (b) evidence of such infringement or potential infringement (the “Infringement Notice”). During the period in which, and in the jurisdiction where, Licensee has exclusive rights under this Agreement, subject to Licensee’s right to institute suit for patent infringement pursuant to Section 6.3.2 if infringing activity of potential commercial significance has not been abated within [***] following the date the Infringement Notice for such activity was provided, neither Penn or Licensee will notify such a Third Party (including the infringer) of infringement or put such Third Party on notice of the existence of Penn Patent Rights without first obtaining the written consent of the other Party. If Licensee puts such infringer on notice of the existence of any suspected Penn Patent Right without the prior written consent of Penn prior to the expiration of such [***], then Licensee’s right to initiate a suit under Section 6.3.2 below will terminate immediately without the obligation of Penn to provide notice to Licensee. Both Penn and Licensee will use their diligent efforts to cooperate with each other to terminate any 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 for certain Penn Patent Rights A and the infringement is a competing product to a Licensed Product, Licensee may institute suit for patent infringement of such Penn Patent Rights A against the infringer. Penn may voluntarily join such suit at its own 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 suit. If in a suit initiated by Licensee, Penn is involuntarily joined other than by Licensee, then Licensee will pay any documented costs incurred by Penn arising out of such suit, including any documented legal fees of counsel that Penn selects and retains to represent it in the suit. 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 Penn Patent Rights A or (ii) admits fault or wrongdoing on the part of Penn must be approved in advance by Penn in writing (such approval not to be unreasonably withheld or delayed). Licensee’s request for such approval shall include complete copies of proposed settlement documents, a summary of such settlement, and any other information material to such settlement that is reasonably requested by Penn. Penn shall provide Licensee notice of its approval or denial within thirty (30) days of any request for such approval by Licensee, provided that (x) in the event Penn wishes to 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, consent judgment, or other voluntary disposition in the event it fails to provide such notice within such thirty (30) day period in accordance herewith. 6.3.3 If, within [***] following the date of a request to do so from Penn, infringing activity of potential commercial significance has not been abated and if Licensee has not brought suit against the infringer, then Penn may institute suit for patent infringement against the infringer. If Penn institutes such suit, then Licensee may not join such suit without the prior written consent of Penn (which consent shall not be unreasonably withheld or delayed) and may not thereafter commence suit against the infringer for the acts of infringement that are the subject of Penn’s suit or any judgment rendered in such suit. 6.3.4 Notwithstanding Sections 6.3.2 and 6.3.3, in the event that any Penn Patent Rights A are infringed by a Third Party and any of the Penwest Patents infringed Penn Patent Rights A are also licensed by Penn to a Third Party, prior to any enforcement action being taken by either Party regarding such infringement, the JIPC shall discuss and determine 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 Penn and Licensee equally to cover any litigation costs each incurred (to the infringement extent not previously reimbursed) and next shall be paid to Penn or misappropriation Licensee to cover any litigation costs it incurred in excess of the TIMERx Production Technology litigation costs of the other (to the extent not previously reimbursed). Any remaining recoveries shall be allocated as follows: For any portion of the recovery or settlement, other than for amounts attributable and paid as enhanced damages for willful infringement: (a) for any suit that is initiated by Licensee and in which Penn was not a third partyparty in the litigation, Penn shall receive [***] of the recovery and the Licensee shall receive the remainder; and (b) for any suit that is initiated by the Licensee or Penn and that the other Party joins voluntarily (but only to the extent such infringement involves voluntary joining is allowed under this Agreement or expressly by the manufactureother Party in a separate agreement) or involuntarily, use or sale the non-initiating party’s percentage of the Designated Product total litigation costs incurred by Penn and Licensee, but in no event shall the non-initiating Party receive less than [***] of such recovery, while the initiating party shall receive the remainder, and in no case shall Penn receive less than [***] of such recovery. For any portion of the recovery or settlement paid as enhanced damages for willful infringement: (c) for any suit that is initiated by Licensee or Penn and the other Party voluntarily but only to the extent such voluntary joining is allowed under this Agreement or expressly by the other Party in a separate agreement) or involuntarily, the initiating party shall receive [***] and the non-initiating shall receive the remainder; and (d) for any suit that is initiated by Licensee and in which Penn was not a party in the Territory litigation, Penn shall receive [***] and Licensee shall receive the remainder. For any portion of the recovery or settlement received in connection with any suit that is initiated by Penn and in which Licensee was not a party in the litigation, any recovery in excess of litigation costs will belong to Penn. 6.3.6 Each Party will reasonably cooperate and assist with the other in litigation proceedings instituted hereunder but at the expense of the Party who initiated the suit ("Covered Infringement"unless such suit is being jointly prosecuted by the Parties). Mylan shall promptly inform Penwest of any suspected infringement of any of the Penwest Patents or infringement or misappropriation of the TIMERx Production TechnologyFor clarity, whether or not the same involves a Covered Infringement. 8.2 If the suspected infringement or misappropriation such requirement does not involve require a Covered InfringementParty to join a suit unless otherwise specifically required under this Agreement. If Penn is subjected to third party discovery related to the Penn Patent Rights or Licensed Products licensed to Licensee hereunder, Penwest may take, or refrain from taking, any action it chooses, with or without notice to Mylan, and Mylan shall have no right to take any action Licensee will pay Penn’s documented out-of-pocket expenses with respect to such suspected infringement or misappropriation, nor to any recoveries with respect thereto. If the suspected infringement or misappropriation involves a Covered Infringement, Penwest shall, within 30 days same. 6.3.7 Penn shall keep Licensee reasonably informed of the first notice referred initiation and status of any action to in Section enforce any Penn Patent Rights A, inform Mylan whether Penn Patent Rights B, Penn Patent Rights C or not Penwest intends to institute suit against such third party with respect to a Covered Infringement. Mylan will not take any steps toward instituting suit against any third party involving a Covered Infringement until Penwest has informed Mylan of its intention pursuant Manufacturing Patent Rights pertaining to the previous sentenceIndications or a Licensed Product. 8.3 If Penwest notifies Mylan that it intends to institute suit against a third party with respect to a Covered Infringement, and Mylan does not agree to join in such suit as provided in Section , Penwest may bring such suit on its own and shall in such event bear all costs of, and shall exercise all control over, such suit. Penwest may, at its expense, bring such action in the name of Mylan and/or cause Mylan to be joined in the suit as a plaintiff. Recoveries, if any, whether by judgment, award, decree or settlement, shall belong solely to Penwest. 8.4 If Penwest notifies Mylan that it desires to institute suit against such third party with respect to a Covered Infringement, and Mylan notifies Penwest within 30 days after receipt of such notice that Mylan desires to institute suit jointly, the suit shall be brought jointly in the names of both parties and all costs thereof shall be borne equally. Recoveries, if any, whether by judgment, award, decree or settlement, shall, after the reimbursement of each of Penwest and Mylan for its share of the joint costs in such action, be shared between Penwest and Mylan equally; provided however that, any portion of such net recoveries which constitutes the equivalent of, or damages or payments in lieu of, a royalty measured by the defendant's Net Sales shall not be shared equally, but shall be shared between Penwest and Mylan in accordance with Section as if they were Mylan's Net Sales. 8.5 If Penwest notifies Mylan that it does not intend to institute suit against such third party with respect to a Covered Infringement, Mylan may institute suit on its own. Mylan shall bear all costs of, and shall exercise all control over, such suit. Recoveries, if any, whether by judgment, award, decree or settlement, shall belong solely to Mylan; provided however that, after reimbursement of Mylan for its costs in such action, any portion of such net recoveries which constitutes the equivalent of, or damages or payments in lieu of, a royalty measured by the defendant's Net Sales shall be shared between Penwest and Mylan in accordance with Section as if they were Mylan's Net Sales. 8.6 Should either Penwest or Mylan commence a suit under the provisions of this Section and thereafter elect to abandon the same, it shall give timely notice to the other party, who may, if it so desires, be joined as a plaintiff in the suit (or continue as such if it is already one) and continue prosecution of such suit. The sharing of expenses and any recovery of such suit shall be as reasonably agreed between Penwest and Mylan.

Infringement. 8.1 Penwest (a) 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 promptly inform Mylan 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 suspected 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 Penwest Patents or the infringement or misappropriation of the TIMERx Production Technology by a third party, to the extent such infringement involves the manufacture, use or sale of the Designated Product in the Territory ("Covered Infringement")Proprietary Information. Mylan shall promptly inform Penwest of any suspected infringement of any of the Penwest Patents or infringement or misappropriation of the TIMERx Production Technology, whether or not the same involves a Covered Infringement. 8.2 If the suspected infringement or misappropriation does not involve a Covered Infringement, Penwest may take, or refrain from taking, any action it chooses, with or without notice to Mylan, and Mylan shall have no right GEMACO agrees to take any reasonable actions required to be taken if by taking such action with respect to such suspected infringement or misappropriation, nor to any recoveries with respect theretothat can be avoided. If the suspected infringement or misappropriation involves a Covered Infringement, Penwest shall, within 30 days of the first notice referred Sharps chooses not to in Section , inform Mylan whether or not Penwest intends to institute suit against such third party with respect to a Covered Infringement. Mylan will not take any steps toward instituting suit against any third party involving a Covered Infringement until Penwest has informed Mylan of its intention pursuant to the previous sentence. 8.3 If Penwest notifies Mylan that it intends to institute suit against a third party with respect to a Covered Infringement, and Mylan does not agree to join in such suit as provided in Section , Penwest may bring such suit on its own and shall in such event bear all costs of, and shall exercise all control over, such suit. Penwest may, at its expense, bring such action in the name of Mylan and/or cause Mylan to be joined in the suit as a plaintiff. Recoveries, if any, whether by judgment, award, decree or settlement, shall belong solely to Penwest. 8.4 If Penwest notifies Mylan that it desires to institute suit against such third party with respect to a Covered Infringement, and Mylan notifies Penwest within 30 days after receipt of such notice that Mylan desires to institute suit jointly, the suit shall be brought jointly in the names of both parties and all costs thereof shall be borne equally. Recoveries, if any, whether by judgment, award, decree or settlement, shall, after the reimbursement of each of Penwest and Mylan for its share of the joint costs 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 shared between Penwest 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 Mylan equally; provided however thatsell playing cards during the term of this Agreement, any portion then GEMACO shall be entitled to continue to use the Proprietary Information to manufacture and sell the Playing Cards during the period of such net recoveries which constitutes the equivalent of, or damages or payments in lieu of, a royalty measured by the defendant's Net Sales infringing use. GEMACO shall notify Sharps prior to any suspension of royalties. Sharps shall not be shared equallyentitled to the payment of any royalties until it restores to GEMACO the exclusive license granted hereunder, but or until Sharps files suit in an effort to stop the infringing use. If suit is filed by Sharps, royalties shall be shared between Penwest and Mylan in accordance with Section as if they were Mylan's Net Sales. 8.5 paid while the action is pending. If Penwest notifies Mylan that it does Sharps chooses not intend to institute suit bring an action against such third party with respect to a Covered Infringement, Mylan may institute suit on its own. Mylan shall bear all costs of, and shall exercise all control over, such suit. Recoveries, if any, whether by judgment, award, decree or settlement, shall belong solely to Mylan; provided however that, after reimbursement of Mylan for its costs in such action, any portion of such net recoveries which constitutes the equivalent of, or damages or payments in lieu of, a royalty measured by the defendant's Net Sales shall be shared between Penwest and Mylan in accordance with Section as if they were Mylan's Net Sales. 8.6 Should either Penwest or Mylan commence a suit under the provisions of this Section and thereafter elect to abandon the sameinfringing party, it shall give timely notice so notify GEMACO in writing. GEMACO may then bring an action at its expense against the infringing party to protect its exclusive license granted hereunder, and GEMACO shall be entitled to any award or relief granted by the other partycourt pursuant to such action. If GEMACO and Sharps agree to jointly pursue an infringement action, who may, if it so desires, be joined as a plaintiff in the suit (or continue as such if it is already one) and continue prosecution of such suit. The sharing of expenses and then any recovery of from such suit shall be as reasonably agreed divided pro rata between Penwest GEMACO and MylanSharps based upon expenses incurred by each party.

Infringement. 8.1 Penwest (a) Monogram shall notify MW promptly inform Mylan of any suspected infringement of any infringements, imitations or unauthorized use of the Penwest Patents or the infringement or misappropriation Licensed Marks by any credit provider(s) (collectively, "Infringements") of the TIMERx Production Technology by a third party, to the extent which Monogram becomes aware. MW shall take such infringement involves the manufacture, use or sale of the Designated Product steps as it deems reasonable in the Territory ("Covered Infringement")circumstances to ▇▇▇▇▇ any such Infringements. Mylan shall promptly inform Penwest of any suspected infringement of any of the Penwest Patents or infringement or misappropriation of the TIMERx Production TechnologyExcept as provided below, 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 MW shall have no right to take any action with respect to such suspected infringement or misappropriation, nor to any recoveries with respect thereto. If the suspected infringement or misappropriation involves a Covered Infringement, Penwest shall, within 30 days of the first notice referred to in Section , inform Mylan whether or not Penwest intends to institute suit against such third party with respect to a Covered Infringement. Mylan will not take any steps toward instituting suit against any third party involving a Covered Infringement until Penwest has informed Mylan of its intention pursuant to the previous sentence. 8.3 If Penwest notifies Mylan that it intends to institute suit against a third party with respect to a Covered Infringement, and Mylan does not agree to join in such suit as provided in Section , Penwest may bring such suit on its own and shall in such event bear all costs of, and shall exercise all control over, such suit. Penwest maysole 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 the name of Mylan and/or cause Mylan to be joined in the suit as a plaintiff. Recoveries, if any, whether by judgment, award, decree or settlement, shall belong solely to Penwest. 8.4 If Penwest notifies Mylan manner that it desires to institute suit against such third party conflicts with respect to a Covered InfringementMonogram's rights hereunder), and Mylan notifies Penwest 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 30 ninety (90) calendar days after receipt of such notice that Mylan desires to institute suit jointlythereof from Monogram, the suit shall be brought jointly in the names of both parties and all costs thereof shall be borne equally. Recoveries, if any, whether by judgment, award, decree or settlement, shall, after the reimbursement of each of Penwest and Mylan for its share of the joint costs in such action, be shared between Penwest and Mylan equally; provided however that, any portion of such net recoveries which constitutes the equivalent of, or damages or payments in lieu of, a royalty measured by the defendant's Net Sales shall not be shared equally, but shall be shared between Penwest and Mylan in accordance with Section as if they were Mylan's Net Sales. 8.5 If Penwest notifies Mylan that it does not intend to institute suit against such third party with respect to a Covered Infringement, Mylan Monogram may institute suit on its own. Mylan shall bear all costs of, and shall exercise all control over, such suit. Recoveries, if any, whether by judgment, award, decree or settlement, shall belong solely to Mylan; provided however that, after reimbursement of Mylan for its costs in such action, any portion of such net recoveries which constitutes the equivalent of, or damages or payments in lieu of, a royalty measured by the defendant's Net Sales shall be shared between Penwest and Mylan in accordance with Section as if they were Mylan's Net Sales. 8.6 Should either Penwest or Mylan commence a suit under the provisions of this Section and thereafter elect to abandon prosecute the same, it 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 participate at any time in such proceedings. In the event that any damage, settlement and/or compensation are paid in connection with any such action brought by Monogram, Monogram shall first retain an amount reimbursing its expenses, any remaining amount shall be divided equally between MW and Monogram. (b) MW shall have the sole right, at its expense, to defend and settle any action that may be commenced against MW or Monogram alleging that use of the Licensed Marks infringe any rights of others. In such event, Monogram shall, at the reasonable direction of MW, promptly discontinue its use of the Licensed Marks alleged to infringe rights of others. If MW does not give timely notice to Monogram of its intent to defend or settle such action against Monogram or affecting Monogram's use of the other partyLicensed Marks within ninety (90) calendar days after notice thereof from Monogram, who mayMonogram may defend the same, if it so desiresat its expense, provided that no settlement shall be joined as a plaintiff in made without the suit (or continue as such if it is already one) and continue prosecution prior written approval of MW. Monogram shall advise MW periodically of the status of such suitaction and promptly of any material developments. The sharing of expenses and MW reserves the right to participate at any recovery of time in such suit shall be as reasonably agreed between Penwest and Mylanproceedings. It is understood that nothing in this Section 5.15(6)(b) is intended to limit or otherwise modify MW's indemnification obligation under SECTION 5.15(7)(a)) hereof.

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

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

Infringement. 8.1 Penwest 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 promptly inform Mylan 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 suspected 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 have the sole right subject to the terms and conditions hereof to sublicense any alleged infringer for future use of the PATENT RIGHTS to the extent licensed by this Agreement. Any upfront fees paid to LICENSEE as part of such a sublicense, 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 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 prosecute or defend an infringement of the PATENT RIGHTS, OSU may do so at its own expense, controlling such action and retaining all recoveries; in the case where any such action is undertaken by OSU due to LICENSEE being unable to do so (e.g., in the case where LICENSEE is unable to obtain standing), then any recoveries shall be allocated in accordance with Section 8.3 above. 8.6 If a declaratory judgment action alleging invalidity of any of the Penwest Patents PATENT RIGHTS is brought against LICENSEE or the infringement or misappropriation of the TIMERx Production Technology by a third partyOSU, to the extent such infringement involves the manufacture, use or sale of the Designated Product in the Territory ("Covered Infringement"). Mylan shall promptly inform Penwest of any suspected infringement of any of the Penwest Patents or infringement or misappropriation of the TIMERx Production Technology, whether or not the same involves a Covered Infringement. 8.2 If the suspected infringement or misappropriation does not involve a Covered Infringement, Penwest may take, or refrain from taking, any action it chooses, with or without notice to Mylan, and Mylan shall have no right to take any action with respect to such suspected infringement or misappropriation, nor to any recoveries with respect thereto. If the suspected infringement or misappropriation involves a Covered Infringement, Penwest shall, within 30 days of the first notice referred to in Section , inform Mylan whether or not Penwest intends to institute suit against such third party with respect to a Covered Infringement. Mylan will not take any steps toward instituting suit against any third party involving a Covered Infringement until Penwest has informed Mylan of its intention pursuant to the previous sentence. 8.3 If Penwest notifies Mylan that it intends to institute suit against a third party with respect to a Covered Infringement, and Mylan does not agree to join in such suit as provided in Section , Penwest may bring such suit on its own and shall in such event bear all costs of, and shall exercise all control over, such suit. Penwest maythen OSU, at its expensesole option, bring such action in has the name of Mylan and/or cause Mylan right to be joined in intervene and take over the suit as a plaintiff. Recoveries, if any, whether by judgment, award, decree or settlement, shall belong solely to Penwest. 8.4 If Penwest notifies Mylan that it desires to institute suit against such third party with respect to a Covered Infringement, and Mylan notifies Penwest within 30 days after receipt of such notice that Mylan desires to institute suit jointly, the suit shall be brought jointly in the names of both parties and all costs thereof shall be borne equally. Recoveries, if any, whether by judgment, award, decree or settlement, shall, after the reimbursement of each of Penwest and Mylan for its share defense of the joint costs in such action, be shared between Penwest and Mylan equally; provided however that, any portion of such net recoveries which constitutes the equivalent of, or damages or payments in lieu of, a royalty measured by the defendant's Net Sales shall not be shared equally, but shall be shared between Penwest and Mylan in accordance with Section as if they were Mylan's Net Salesaction at its own expense. 8.5 If Penwest notifies Mylan that it does not intend to institute suit against such third party with respect to a Covered Infringement, Mylan may institute suit on its own. Mylan shall bear all costs of, and shall exercise all control over, such suit. Recoveries, if any, whether by judgment, award, decree or settlement, shall belong solely to Mylan; provided however that, after reimbursement of Mylan for its costs in such action, any portion of such net recoveries which constitutes the equivalent of, or damages or payments in lieu of, a royalty measured by the defendant's Net Sales shall be shared between Penwest and Mylan in accordance with Section as if they were Mylan's Net Sales. 8.6 Should either Penwest or Mylan commence a suit under the provisions of this Section and thereafter elect to abandon the same, it shall give timely notice to the other party, who may, if it so desires, be joined as a plaintiff in the suit (or continue as such if it is already one) and continue prosecution of such suit. The sharing of expenses and any recovery of such suit shall be as reasonably agreed between Penwest and Mylan.

Infringement. 8.1 Penwest 11.1 LICENSEE and MICHIGAN shall each inform the other promptly inform Mylan in writing of any suspected alleged infringement of the Licensed Patents in any Field of the Penwest Patents or the infringement or misappropriation of the TIMERx Production Technology Use by a third partyparty and of any available evidence thereof. 11.2 During the term of this Agreement, LICENSEE has the first option to police the extent such Licensed Patents and Products against infringement involves the manufacture, use or sale of the Designated Product in by other parties within the Territory ("Covered Infringement")and the Fields of Use. Mylan This right to police includes defending any action for declaratory judgment of non-infringement or invalidity; and prosecuting, defending or settling all infringement and declaratory judgment actions at its expense and through counsel of its selection, except that LICENSEE shall promptly inform Penwest make any such settlement only with the advice and consent of MICHIGAN, which consent shall not be unreasonably withheld. MICHIGAN shall provide reasonable assistance to LICENSEE with respect to such Confidential materials omitted and filed separately with the Securities and Exchange Commission. Asterisks denote omissions. actions, but only if LICENSEE reimburses MICHIGAN for out-of-pocket expenses incurred in connection with any suspected such assistance rendered at LICENSEE's request or reasonably required by MICHIGAN. If LICENSEE elects to institute any such action or suit, MICHIGAN agrees to be named as a nominal party therein. MICHIGAN retains the right to participate, with counsel of its own choosing and at its own expense, in any action under this Paragraph 11.2. 11.3 If LICENSEE institutes an action for infringement of any of the Penwest Patents a Licensed Patent or infringement defends a declaratory judgment or misappropriation of the TIMERx Production Technology, whether or not the same involves a Covered Infringement. 8.2 If the suspected infringement or misappropriation does not involve a Covered Infringement, Penwest may take, or refrain from taking, any action it chooses, with or without notice to Mylan, and Mylan shall have no right to take any other action with respect to a Licensed Patent, then during the pendency of such suspected infringement or misappropriation, nor litigation LICENSEE may withhold up to any recoveries with respect thereto. If the suspected infringement or misappropriation involves a Covered Infringement, Penwest shall, within 30 days [**] percent ([**]%) of the first notice referred payments otherwise thereafter due MICHIGAN under Paragraphs 4.2 and 4.3 above, applying that withholding towards reimbursement of no more than [**] ([**]) of LICENSEE's actual outside attorney fees and other direct, out-of-pocket litigation expenses (not to in Section , inform Mylan whether include any compensation paid to employees of LICENSEE or not Penwest intends to institute suit against such third party with respect to a Covered InfringementAffiliates). Mylan will not take any steps Any resulting settlement payments or damages awarded and received by LICENSEE shall be applied equally toward instituting suit against any third party involving a Covered Infringement until Penwest has informed Mylan reimbursement of its intention MICHIGAN's withheld royalties pursuant to this Paragraph and to LICENSEE's out-of-pocket expenses which were not reimbursed; of the previous sentence. 8.3 If Penwest notifies Mylan that it intends to institute suit against a third party with respect to a Covered Infringement, and Mylan does not agree to join in such suit as provided in Section , Penwest may bring such suit on its own and shall in such event bear all costs of, and shall exercise all control over, such suit. Penwest may, at its expense, bring such action in the name of Mylan and/or cause Mylan to be joined in the suit as a plaintiff. Recoveriesremainder, if any, whether by judgment, award, decree or settlement, LICENSEE shall belong solely to Penwest. 8.4 If Penwest notifies Mylan that it desires to institute suit against such third party with respect to a Covered Infringement, and Mylan notifies Penwest within 30 days after receipt of such notice that Mylan desires to institute suit jointly, the suit shall be brought jointly in the names of both parties and all costs thereof shall be borne equally. Recoveries, if any, whether by judgment, award, decree or settlement, shall, after the reimbursement of each of Penwest and Mylan for its share of the joint costs in such action, be shared between Penwest and Mylan equally; provided however that, any portion of such net recoveries which constitutes the equivalent of, or damages or payments in lieu of, a royalty measured by the defendant's Net Sales shall not be shared equally, but shall be shared between Penwest and Mylan in accordance with Section as if they were Mylan's Net Sales. 8.5 If Penwest notifies Mylan that it does not intend to institute suit against such third party with respect to a Covered Infringement, Mylan may institute suit on its own. Mylan shall bear all costs of, and shall exercise all control over, such suit. Recoveries, if any, whether by judgment, award, decree or settlement, shall belong solely to Mylan; provided however that, after reimbursement of Mylan for its costs in such action, any portion of such net recoveries which constitutes the equivalent of, or damages or payments in lieu of, a royalty measured by the defendant's Net Sales shall be shared between Penwest and Mylan in accordance with Section as if they were Mylan's Net Sales. 8.6 Should either Penwest or Mylan commence a suit under the provisions of this Section and thereafter elect to abandon the same, it shall give timely notice to the other party, who may, if it so desires, be joined as a plaintiff in the suit pay [**] percent (or continue as such if it is already one) and continue prosecution of such suit. The sharing of expenses and any recovery of such suit shall be as reasonably agreed between Penwest and Mylan.[**]%)

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

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

Infringement. 8.1 Penwest With respect to the trademark that is exclusively licensed to Licensee pursuant to this Agreement, Licensee shall promptly inform Mylan of have the right to prosecute in its own name, and at its own expense, any suspected infringement of any the trademark, so long as such license is exclusive at the time of the Penwest Patents commencement of such action. The parties agree to notify the other promptly of each infringement of trademark of which either becomes aware. Before Licensee commences an action with respect to any infringement of such patents, Licensee shall give careful consideration to the views of Licensor and to potential effects on the Licensor's interest in making its decision whether or the infringement or misappropriation of the TIMERx Production Technology by a third partynot 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 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 Infringementaction. 8.2 If (b) if Licensor elects to join as a party pursuant to subparagraph (a), Licensor shall jointly control the suspected infringement or misappropriation does not involve a Covered Infringement, Penwest may take, or refrain from taking, any action it chooses, with or without notice to Mylan, and Mylan shall have no right to take any action with respect to such suspected infringement or misappropriationLicensee. (c) Licensee shall reimburse Licensor for any costs Licensor incurs, nor to any recoveries with respect thereto. If the suspected infringement or misappropriation involves including reasonable attorneys' fees, as part of an action brought by Licensee, irrespective of whether Licensor becomes a Covered Infringement, Penwest shall, within 30 days of the first notice referred to in Section , inform Mylan whether or not Penwest intends to institute suit against such third party with respect to a Covered Infringement. Mylan will not take any steps toward instituting suit against any third party involving a Covered Infringement until Penwest has informed Mylan of its intention pursuant to the previous sentenceco-plaintiff. 8.3 No settlement, consent judgment or other voluntary final disposition of the suit may be entered into without the prior written consent of Licensor, which shall not be unreasonably withheld. 8.4 Recoveries or reimbursements from actions commenced pursuant to this Article shall first be applied to reimburse Licensee and Licensor for litigation costs. Any remaining recoveries or reimbursements shall be shared equally by Licensee and Licensor. 8.5 If Penwest notifies Mylan that it intends Licensee elects not to institute suit against a third party with respect exercise its right to a Covered Infringementprosecute an infringement of the trademark pursuant to this Article, and Mylan does not agree to join in such suit as provided in Section , Penwest Licensor may bring such suit on 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 event bear all costs ofaction. 8.6 Without limiting the generality of paragraph 8.5 in, and shall exercise all control over, such suit. Penwest Licensor may, at its election and by notice to Licensee, establish a time limit of sixty (60) days for Licensee to decide whether to prosecute any infringement of which Licensor is, or becomes aware. If, by the end of such sixty (60)-day period, Licensee has not commenced such an action, Licensor may prosecute such an infringement at its own expense, bring 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 name alleged infringer to Licensee under any existing or future sublicense authorizing the use of Mylan and/or cause Mylan the trademark, up to be joined in the suit amount of Licensor's unreimbursed litigation expenses (including, but not limited to, reasonable attorneys' fees). 8.7 If a declaratory judgment action is brought naming Licensee as a plaintiff. Recoveries, if any, whether by judgment, award, decree or settlement, shall belong solely to Penwest. 8.4 If Penwest notifies Mylan that it desires to institute suit against such third party with respect to a Covered Infringement, defendant 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 alleging invalidity of the joint costs trademark, Licensor may elect to take over the sole defense of the action at its own expense. Licensee shall cooperate fully with Licensor in connection with any such action, be shared between Penwest and Mylan equally; provided however that, any portion of such net recoveries which constitutes the equivalent of, or damages or payments in lieu of, a royalty measured by the defendant's Net Sales shall not be shared equally, but shall be shared between Penwest and Mylan in accordance with Section as if they were Mylan's Net Sales. 8.5 If Penwest notifies Mylan that it does not intend to institute suit against such third party with respect to a Covered Infringement, Mylan may institute suit on its own. Mylan shall bear all costs of, and shall exercise all control over, such suit. Recoveries, if any, whether by judgment, award, decree or settlement, shall belong solely to Mylan; provided however that, after reimbursement of Mylan for its costs in such action, any portion of such net recoveries which constitutes the equivalent of, or damages or payments in lieu of, a royalty measured by the defendant's Net Sales shall be shared between Penwest and Mylan in accordance with Section as if they were Mylan's Net Sales. 8.6 Should either Penwest or Mylan commence a suit under the provisions of this Section and thereafter elect to abandon the same, it shall give timely notice to the other party, who may, if it so desires, be joined as a plaintiff in the suit (or continue as such if it is already one) and continue prosecution of such suit. The sharing of expenses and any recovery of such suit shall be as reasonably agreed between Penwest and Mylan.

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

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

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

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

Infringement. 8.1 Penwest shall promptly inform Mylan 19.1. Subject to the 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 suspected 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 Penwest Patents rights granted to such DSP Sublicensee by DSP pursuant to this Agreement and in accordance with the terms of this Agreement constitutes an infringement of any intellectual property right enforceable in [*]. IN NO EVENT SHALL NATIONAL'S LIABILITY UNDER THIS SECTION 19.2 WITH RESPECT TO THIRD PARTY CLAIMS OF PATENT INFRINGEMENT EXCEED THE TOTAL AMOUNT OF FEES PAID BY A DSP SUBLICENSEE TO DSP AND REMITTED TO NATIONAL PURSUANT TO THIS AGREEMENT. The Parties agree to each DSP Sublicensee shall be an intended third party beneficiary of National's obligations herein. In addition, upon DSP's written request, National agrees to provide confirmation to potential DSP Sublicensees of National's obligations to DSP Sublicensees under this section 19.2. 19.3. National's obligations under this Section 19.0 are conditioned upon receiving prompt written notice from DSP and/or the DSP Sublicensee, as applicable, and being given full and complete authority, information and assistance (at National's expense) for defense of same. National will pay damages and costs therein awarded against DSP or the infringement DSP Sublicensee, as applicable, but will not be responsible for any compromise made without its written consent. In providing such defense, or misappropriation of in the TIMERx Production Technology by a third party, to event that the extent such infringement involves the manufacture, use or sale of any Compliant Product incorporating, embodying or based upon the Designated Licensed Technology is held to constitute infringement and the use or sale of such Compliant 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 Technologyis enjoined, whether or not the same involves a Covered Infringement. 8.2 If the suspected infringement or misappropriation does not involve a Covered Infringement, Penwest may take, or refrain from taking, any action it chooses, with or without notice to Mylan, and Mylan shall have no right to take any action with respect to such suspected infringement or misappropriation, nor to any recoveries with respect thereto. If the suspected infringement or misappropriation involves a Covered Infringement, Penwest National shall, within 30 days of the first notice referred to in Section , inform Mylan whether or not Penwest intends to institute suit against such third party with respect to a Covered Infringement. Mylan will not take any steps toward instituting suit against any third party involving a Covered Infringement until Penwest has informed Mylan of its intention pursuant to the previous sentence. 8.3 If Penwest notifies Mylan that it intends to institute suit against a third party with respect to a Covered Infringement, and Mylan does not agree to join in such suit as provided in Section , Penwest may bring such suit on its own and shall in such event bear all costs of, and shall exercise all control over, such suit. Penwest may, at its expensesole discretion, bring such action in the name of Mylan and/or cause Mylan to be joined in the suit as a plaintiff. Recoveries, if any, whether by judgment, award, decree or settlement, shall belong solely to Penwest. 8.4 If Penwest notifies Mylan that it desires to institute suit against such third party with respect [*] ------------------- [*] Omitted pursuant to a Covered Infringementconfidential 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, and Mylan notifies Penwest within 30 days after receipt suit or proceeding based upon an infringement or alleged infringement of such notice that Mylan desires to institute suit jointly, the suit shall be brought jointly in the names an intellectual property right by: (i) a manufacturing process of both parties and all costs thereof shall be borne equally. Recoveries, if any, whether by judgment, award, decree DSP or settlement, shall, after the reimbursement of each of Penwest and Mylan for its share a DSP Sublicensee; (ii) any modification of the joint costs Licensed Technology not made by National; or (iii) the use of the Licensed Technology or any derivatives arising out of the use of the Licensed Technology, in combination with other equipment, technology or software not purchased or licensed from National, provided that such actionclaims would not have occurred but for such process, be shared between Penwest and Mylan equally; provided however thatcombination, any portion of such net recoveries which constitutes the equivalent of, modification or damages or payments in lieu of, a royalty measured by the defendant's Net Sales shall not be shared equally, but shall be shared between Penwest and Mylan in accordance with Section as if they were Mylan's Net Salesenhancement. 8.5 If Penwest notifies Mylan that it does not intend to institute suit against such third party with respect to a Covered Infringement, Mylan may institute suit on its own. Mylan shall bear all costs of, and shall exercise all control over, such suit. Recoveries, if any, whether by judgment, award, decree or settlement, shall belong solely to Mylan; provided however that, after reimbursement of Mylan for its costs in such action, any portion of such net recoveries which constitutes the equivalent of, or damages or payments in lieu of, a royalty measured by the defendant's Net Sales shall be shared between Penwest and Mylan in accordance with Section as if they were Mylan's Net Sales. 8.6 Should either Penwest or Mylan commence a suit under the provisions of this Section and thereafter elect to abandon the same, it shall give timely notice to the other party, who may, if it so desires, be joined as a plaintiff in the suit (or continue as such if it is already one) and continue prosecution of such suit. The sharing of expenses and any recovery of such suit shall be as reasonably agreed between Penwest and Mylan.

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

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

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

Infringement. 8.1 Penwest shall promptly inform Mylan 13.1 The Parties agree to give each other prompt written notice of any suspected infringement or other similar action in or affecting the Territory by a Third Person of the AMIH Marks known to them. 13.2 In the event of such infringement or other similar action, LMGC has the obligation to protect any of the Penwest Patents or Non-Canadian Marks which LMGC has been using in the infringement or misappropriation of preceding 12 month period and the TIMERx Production Technology by a third party, to the extent such infringement involves the manufacture, use or sale of the Designated Product Canadian Marks in the Territory ("Covered Infringement"). Mylan shall promptly inform Penwest of any suspected infringement of any of the Penwest Patents or infringement or misappropriation of the TIMERx Production Technology, and may decide whether or not the same involves a Covered Infringement. 8.2 If the suspected infringement or misappropriation does not involve a Covered Infringement, Penwest may take, or refrain from taking, any action it choosesis necessary for such protection and what such action might be, with or without notice to Mylan, and Mylan shall have no taking into account the interests of both Parties. LMGC has the right to take any action with respect to such suspected infringement or misappropriation, nor to any recoveries with respect thereto. If the suspected infringement or misappropriation involves a Covered Infringement, Penwest shall, within 30 days of the first notice referred to act in Section , inform Mylan whether or not Penwest intends to institute suit against such third party with respect to a Covered Infringement. Mylan will not take any steps toward instituting suit against any third party involving a Covered Infringement until Penwest has informed Mylan of its intention pursuant to the previous sentence. 8.3 If Penwest notifies Mylan that it intends to institute suit against a third party with respect to a Covered Infringement, and Mylan does not agree to join in such suit as provided in Section , Penwest may bring such suit on its own and shall in such event bear all costs of, and shall exercise all control over, such suit. Penwest may, at its expense, bring such action name or if necessary in the name of Mylan and/or AMIH. For the term of this Agreement AMIH hereby LMGC a power of attorney in the form attached hereto as Schedule 3 to act on its behalf if any action in or out of court in connection with such actions is necessary. LMGC will select counsel, to which AMIH has no reasonable objection and AMIH will provide reasonable assistance, including by providing information, documents and things in response to discovery requests, by providing at mutually convenient times witnesses for discovery, depositions and trial testimony, and by permitting LMGC to cause Mylan AMIH to be joined in the suit named as a plaintiffparty plaintiff or co-plaintiff in any litigation. RecoveriesAll expenses, if anyincluding any expenses incurred by AMIH to provide such assistance, whether by judgment, award, decree or settlement, shall belong solely to Penwest. 8.4 If Penwest notifies Mylan that it desires to institute suit against such third party with respect to a Covered Infringement, and Mylan notifies Penwest within 30 days after receipt of such notice that Mylan desires to institute suit jointly, the suit shall be brought jointly in the names of both parties and all costs thereof shall be borne equallyby LMGC and LMGC shall be entitled to any amounts awarded to LMGC or AMIH. Recoveries, if any, whether by judgment, award, decree or settlement, shall, after the reimbursement of each of Penwest and Mylan for its share of the joint costs in such action, be shared between Penwest and Mylan equally; provided however that, LMGC shall not enter into any portion settlement of such net recoveries actions without the written consent of AMIH, which constitutes the equivalent of, or damages or payments in lieu of, a royalty measured by the defendant's Net Sales consent shall not be shared equallyunreasonably withheld. 13.3 If any action or proceeding is brought or asserted by LMGC, but under the authority granted to it under Article13.2, LMGC will promptly notify AMIH in writing. AMIH may assume and direct the action or proceeding only provided that LMGC initiates no action or takes no action in such action or proceeding. Upon assumption of the action or proceeding by AMIH, all expenses shall be shared between Penwest borne by AMIH and Mylan in accordance with Section as if they were Mylan's Net Sales. 8.5 If Penwest notifies Mylan that it does AMIH shall be entitled to any amounts awarded to LMGC or AMIH. AMIH shall not intend to institute suit against such third party with respect to a Covered Infringement, Mylan may institute suit on its own. Mylan shall bear all costs of, and shall exercise all control over, such suit. Recoveries, if any, whether by judgment, award, decree or settlement, shall belong solely to Mylan; provided however that, after reimbursement of Mylan for its costs in such action, enter into any portion settlement of such net recoveries actions without the written consent of LMGC, which constitutes the equivalent of, or damages or payments in lieu of, a royalty measured by the defendant's Net Sales consent shall not be shared between Penwest and Mylan in accordance with Section as if they were Mylan's Net Salesunreasonably withheld. 8.6 Should either Penwest or Mylan commence a suit under the provisions of this Section and thereafter elect to abandon the same, it shall give timely notice to the other party, who may, if it so desires, be joined as a plaintiff in the suit (or continue as such if it is already one) and continue prosecution of such suit. The sharing of expenses and any recovery of such suit shall be as reasonably agreed between Penwest and Mylan.

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

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

Infringement. 8.1 Penwest (a) MWCC shall notify MW promptly inform Mylan of any suspected infringement of any infringements, imitations or unauthorized use of the Penwest Patents or the infringement or misappropriation Licensed Marks by any credit provider(s) (collectively, "Infringements") of the TIMERx Production Technology by a third party, to the extent which MWCC becomes aware. MW shall take such infringement involves the manufacture, use or sale of the Designated Product steps as it deems reasonable in the Territory ("Covered Infringement")circumstances to ▇▇▇▇▇ such Infringements. Mylan shall promptly inform Penwest of any suspected infringement of any of the Penwest Patents or infringement or misappropriation of the TIMERx Production TechnologyExcept as provided below, 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 MW shall have no right to take any action with respect to such suspected infringement or misappropriation, nor to any recoveries with respect thereto. If the suspected infringement or misappropriation involves a Covered Infringement, Penwest shall, within 30 days of the first notice referred to in Section , inform Mylan whether or not Penwest intends to institute suit against such third party with respect to a Covered Infringement. Mylan will not take any steps toward instituting suit against any third party involving a Covered Infringement until Penwest has informed Mylan of its intention pursuant to the previous sentence. 8.3 If Penwest notifies Mylan that it intends to institute suit against a third party with respect to a Covered Infringement, and Mylan does not agree to join in such suit as provided in Section , Penwest may bring such suit on its own and shall in such event bear all costs of, and shall exercise all control over, such suit. Penwest maysole 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 the name of Mylan and/or cause Mylan to be joined in the suit as a plaintiff. Recoveries, if any, whether by judgment, award, decree or settlement, shall belong solely to Penwest. 8.4 If Penwest notifies Mylan manner that it desires to institute suit against such third party conflicts with respect to a Covered InfringementMWCC's rights hereunder, and Mylan notifies Penwest 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 30 ninety (90) calendar days after receipt of such notice that Mylan desires to institute suit jointlythereof from MWCC, the suit shall be brought jointly in the names of both parties and all costs thereof shall be borne equally. Recoveries, if any, whether by judgment, award, decree or settlement, shall, after the reimbursement of each of Penwest and Mylan for its share of the joint costs in such action, be shared between Penwest and Mylan equally; provided however that, any portion of such net recoveries which constitutes the equivalent of, or damages or payments in lieu of, a royalty measured by the defendant's Net Sales shall not be shared equally, but shall be shared between Penwest and Mylan in accordance with Section as if they were Mylan's Net Sales. 8.5 If Penwest notifies Mylan that it does not intend to institute suit against such third party with respect to a Covered Infringement, Mylan MWCC may institute suit on its own. Mylan shall bear all costs of, and shall exercise all control over, such suit. Recoveries, if any, whether by judgment, award, decree or settlement, shall belong solely to Mylan; provided however that, after reimbursement of Mylan for its costs in such action, any portion of such net recoveries which constitutes the equivalent of, or damages or payments in lieu of, a royalty measured by the defendant's Net Sales shall be shared between Penwest and Mylan in accordance with Section as if they were Mylan's Net Sales. 8.6 Should either Penwest or Mylan commence a suit under the provisions of this Section and thereafter elect to abandon prosecute the same, it 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 participate at any time in such proceedings. In the event that any damage, settlement and/or compensation are paid in connection with any such action brought by MWCC, MWCC shall first retain an amount reimbursing its expenses, any remaining amount shall be divided equally between MW and MWCC. (b) MW shall have the sole right, at its expense, to defend and settle any action that may be commenced against MW or MWCC alleging that use of the 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 timely notice to MWCC of its intent to defend or settle such action against MWCC or affecting MWCC's use of the other partyLicensed Marks within ninety (90) calendar days after notice thereof from MWCC, who mayMWCC may defend the same, if it so desiresat its expense, provided that no settlement shall be joined as a plaintiff in made without the suit (or continue as such if it is already one) and continue prosecution prior written approval of MW. MWCC shall advise MW periodically of the status of such suitaction and promptly of any material developments. The sharing of expenses and MW reserves the right to participate at any recovery of time in such suit shall be as reasonably agreed between Penwest and Mylanproceedings. It is understood that nothing in this Section 5.16(6)(b) is intended to limit or otherwise modify MW's indemnification obligation under SECTION 5.16(7)(a) hereof.

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

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

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

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

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

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

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

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

Infringement. 8.1 Penwest 7.1 If any of the Patents shall be declared to be infringing on another patent, declared invalid or revoked by a patent office, court or tribunal of competent jurisdiction, all Royalties shall cease to be payable in respect of the Patent or Patents held infringing, invalid or revoked as from 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 adverse decision. 7.2 The parties shall promptly inform Mylan each other of any infringement or suspected infringement of any of the Penwest Patents or the infringement or misappropriation of the TIMERx Production Technology by a third party, to the extent such infringement involves the manufacture, use or sale of the Designated Product in the Territory ("Covered Infringement"). Mylan shall promptly inform Penwest of any suspected infringement of any of the Penwest Patents or infringement or misappropriation of the TIMERx Production Technology, whether or not the same involves a Covered Infringementwhich they become aware. 8.2 If the suspected infringement or misappropriation does 7.3 Transense may, but shall not involve a Covered Infringement, Penwest may take, or refrain from taking, any action it chooses, with or without notice to Mylan, and Mylan shall have no right to take any action with respect to such suspected infringement or misappropriation, nor to any recoveries with respect thereto. If the suspected infringement or misappropriation involves a Covered Infringement, Penwest shall, within 30 days of the first notice referred to in Section , inform Mylan whether or not Penwest intends to institute suit against such third party with respect to a Covered Infringement. Mylan will not take any steps toward instituting suit against any third party involving a Covered Infringement until Penwest has informed Mylan of its intention pursuant to the previous sentence. 8.3 If Penwest notifies Mylan that it intends be obliged to institute suit against a third party for infringement of the Patents or unlawful use of any portion of the Confidential Information within one month from a request to do so by SmarTire and, if it does commence such suit, it shall pursue the same with respect to a Covered Infringement, and Mylan reasonable dispatch. If Transense does not agree to join in institute such suit as provided in Section within such period, Penwest may bring SmarTire may, but shall not be obliged to institute such suit on its own and shall in such event bear all costs of, and shall exercise all control over, such suit. Penwest may, at its expense, bring such action in the name of Mylan and/or cause Mylan to be joined in the suit as a plaintiff. Recoveries, if any, whether by judgment, award, decree or settlement, shall belong solely to PenwestTransense. 8.4 7.4 If Penwest notifies Mylan that it desires 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 suit against such third party with respect and prosecute to a Covered Infringementjudgement any proceedings for unlawful use of the trade secrets herein above referred to, and Mylan notifies Penwest within 30 days after receipt the parties hereto shall bear the cost of such notice that Mylan desires to institute suit jointly, the suit lawsuit equally and all recovery of damages shall be brought jointly payable equally to the parties hereto unless otherwise agreed to in the names of both parties writing. 7.7 Transense shall fully and effectively indemnify, defend and save harmless, SmarTire from all costs thereof shall be borne equally. Recoveriescost, if anydamage, whether loss or expense suffered or incurred by judgmentSmarTire (including reasonable legal fees and disbursements invoiced to SmarTire), awardevery action, decree suit or settlement, shall, after the reimbursement of each of Penwest and Mylan proceeding or claim instituted against SmarTire for its share infringement of the joint costs in patent, copyright, trade secrets or other intellectual property rights of any third party, where such action, be shared between Penwest and Mylan equally; provided however thatsuit or proceeding or claim relates to SmarTire's use, any portion manufacture and/or sale of the Technology as incorporated into the Products as contemplated herein. 7.8 Transense shall have control of the defense of such net recoveries which constitutes the equivalent oflawsuit as specified in Clause 7.7. SmarTire shall assist Transense, or damages or payments in lieu ofat Transense's sole cost, a royalty measured by the defendant's Net Sales shall not be shared equally, but shall be shared between Penwest and Mylan in accordance with Section as if they were Mylan's Net Sales. 8.5 If Penwest notifies Mylan that it does not intend to institute suit against such third party with respect to a Covered Infringement, Mylan may institute suit on its own. Mylan shall bear all costs of, and shall exercise all control over, such suit. Recoveries, if any, whether by judgment, award, decree or settlement, shall belong solely to Mylan; provided however that, after reimbursement of Mylan for its costs in such action, any portion of such net recoveries which constitutes the equivalent of, or damages or payments in lieu of, a royalty measured by the defendant's Net Sales shall be shared between Penwest and Mylan in accordance with Section as if they were Mylan's Net Sales. 8.6 Should either Penwest or Mylan commence a suit under the provisions of this Section and thereafter elect to abandon the same, it shall give timely notice to the other party, who may, if it so desires, be joined as a plaintiff in the suit (or continue as such if it is already one) and continue prosecution of such suit. The sharing of expenses and any recovery defense of such suit or action by providing information and witnesses as needed. SmarTire shall have the right to be as reasonably agreed between Penwest and Mylanrepresented by its own counsel at its expense. 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 property, or become subject to an injunction.