Common use of Trademark Clause in Contracts

Trademark. 3.1 Subject to the terms of this Agreement, ZOGENIX hereby grants to DESITIN, its Affiliates and permitted sub-licensees a license to the Trademark for no additional consideration. 3.2 DESITIN will use the Trademark to identify the Product and in its development and commercialisation of the Product in the Territory. Therefore, DESITIN shall use the Trademark as part of the Product name along with such other words as ZOGENIX and DESITIN shall mutually agree are appropriate for the commercialisation of the Product in the Territory. The Trademark shall be owned and registered by ZOGENIX or its nominee and ZOGENIX or its nominee shall ensure that the registration of such Trademark is kept valid within the Territory, unless otherwise agreed upon between the Parties in writing. 3.3 The Trademark shall only be used in connection with sale and marketing of the Product within the Field and other activities pursuant to this Agreement in the Territory. 3.4 DESITIN shall ensure that each use by it, its Affiliates and permitted sub-licensees of the Trademark is accompanied by an acknowledgement that the Trademark is owned by ZOGENIX. DESITIN, its Affiliates and permitted sub-licensees shall not (A) use the Trademark in a way that might materially prejudice its distinctiveness or validity or the goodwill of ZOGENIX therein, or (B) use any trademarks or trade names so resembling the Trademark as to be likely to cause confusion or deception. 3.5 DESITIN shall not have, assert or acquire any right, title or interest in or to the Trademark or the goodwill pertaining thereto, except as explicitly provided in Clause 3.1 of this Agreement. 3.6 DESITIN shall give ZOGENIX prompt notice of any infringement or threatened infringement of the Trademark. ZOGENIX shall determine in its sole discretion what action, if any, to take in response to the infringement or threatened infringement of the Trademark.

Trademark. 3.1 Subject The Licensed Products sold in the Territory shall bear a trademark ("Trademark") chosen and owned by Peninsula. Peninsula, at its reasonable discretion, may use the trademark (if any) owned by Shionogi for the marketing of the Licensed Products (the "Shionogi Trademark") for so long as Peninsula markets the Licensed Products. If Peninsula desires to use the Shionogi Trademark, then to the terms extent legally permitted, Shionogi shall grant the right to use the Shionogi Trademark for such purpose free of charge during the term of this Agreement. The Licensed Products sold in the Territory shall bear the Shionogi name or logo (the "Marks"), ZOGENIX hereby as provided in Subsection 6.3(b), and Shionogi grants Peninsula the right to DESITIN, its Affiliates and permitted sub-licensees a license use the Marks to the Trademark extent necessary for no additional consideration. 3.2 DESITIN will use Peninsula to fulfill the Trademark obligations set forth in Subsection 6.3(b) applicable to identify the Product and in its development and commercialisation of the Product Licensed Products sold in the Territory. ThereforePeninsula will have no obligation to pay royalties for such use of the Marks and Shionogi Trademark during the term the Agreement. If Shionogi desires to use the Trademark owned or Controlled by Peninsula to market products containing the Compound outside the Territory, DESITIN then to the extent legally permitted, Peninsula shall grant the right to use the Trademark for such purpose free of charge for so long as Shionogi (or its licensee) markets and sells any products containing the Compound outside the Territory. Shionogi shall not use the [ * ] = CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY BRACKETS, HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 406 OF THE SECURITIES ACT OF 1933, AS AMENDED. Trademark outside the scope of this Agreement and shall use the Trademark as part of the Product name along in accordance with such other words as ZOGENIX and DESITIN shall mutually agree are appropriate for the commercialisation of the Product in the Territory. The Trademark shall be owned and registered by ZOGENIX or its nominee and ZOGENIX or its nominee shall ensure that the registration of such Trademark is kept valid within the Territory, unless otherwise agreed upon between the Parties in writing. 3.3 The Trademark shall only be used in connection with sale and marketing of the Product within the Field and other activities pursuant to this Agreement in the Territory. 3.4 DESITIN shall ensure that each use by it, its Affiliates and permitted subPeninsula's then-licensees of the Trademark is accompanied by an acknowledgement that the Trademark is owned by ZOGENIX. DESITIN, its Affiliates and permitted sub-licensees shall not (A) use the Trademark in a way that might materially prejudice its distinctiveness or validity or the goodwill of ZOGENIX therein, or (B) use any trademarks or trade names so resembling the Trademark as to be likely to cause confusion or deception. 3.5 DESITIN shall not have, assert or acquire any right, title or interest in or to the Trademark or the goodwill pertaining thereto, except as explicitly provided in Clause 3.1 of this Agreement. 3.6 DESITIN shall give ZOGENIX prompt notice of any infringement or threatened infringement of the Trademark. ZOGENIX shall determine in its sole discretion what actioncurrent reasonable trademark guidelines, if any, as provided to take Shionogi in response writing in advance of any such use as they may be updated from time to the infringement time by Peninsula, or threatened infringement of the Trademarkalternatively, with Peninsula's prior written approval for such use.

Trademark. 3.1 Subject (a) The appointment as per paragraph 2(a) shall include the permission granted by Producer to the terms of this Agreement, ZOGENIX hereby grants Importer to DESITIN, its Affiliates and permitted sub-licensees a license to the Trademark for no additional consideration. 3.2 DESITIN will use the Trademark to identify the Product and in its development and commercialisation of the Product free from any additional payment in the Territory. Therefore, DESITIN shall use the Trademark as part of the Product name along with such other words as ZOGENIX and DESITIN shall mutually agree are appropriate for the commercialisation of the Product in the Territory. The Trademark shall be owned and registered by ZOGENIX or its nominee and ZOGENIX or its nominee shall ensure that the registration of such Trademark is kept valid within the Territory, unless otherwise agreed upon between the Parties in writing. 3.3 The Trademark shall only be used in connection with sale and marketing of the Product within the Field and other activities pursuant to this Agreement in the Territory. 3.4 DESITIN Importer shall ensure that each reference to and use by it, its Affiliates and permitted sub-licensees of the Trademark by Importer is accompanied by an acknowledgement that in a manner befitting the Trademark is owned by ZOGENIX. DESITIN, its Affiliates and permitted sub-licensees shall not trademark. (Ab) The permission to use the Trademark in a way that the Territory hereby granted shall not be assignable by Importer and upon termination of this Agreement all rights granted to Importer to use the Trademark shall cease forthwith. (c) Importer acknowledges Producer’s right, title and interest in the Trademark in the Territory and elsewhere and agrees not to tamper with it or do any act which might materially prejudice its distinctiveness or validity invalidate such title or the registration of the Trademark, nor do any act which might support any application to remove the Trademark from the register nor assist any other person directly or indirectly in any such act. Importer hereby covenants not to challenge, directly or indirectly, in any country of the world, Producer’s sole and exclusive ownership of the Trademark and any variations or modifications thereof, as well as the goodwill symbolized by such Trademark. (d) The goodwill arising from the permitted use of ZOGENIX thereinthe Trademark by Importer shall accrue to Producer. (e) Importer undertakes not to use in its business any other Trademark which is similar to, or (B) use any trademarks substantially similar to, or trade names so resembling nearly resembles the Trademark as to be likely to cause confusion deception or deceptionconfusion. 3.5 DESITIN shall not have, assert or acquire any right, title or interest in or to (f) In the Trademark or the goodwill pertaining thereto, except as explicitly provided in Clause 3.1 of this Agreement. 3.6 DESITIN shall give ZOGENIX prompt notice event that Importer learns of any infringement or threatened Trade Dress infringement of the Trademark. ZOGENIX shall determine in its sole discretion what action, if anyor any common law passing-off by reason of imitations or otherwise, or that any third party alleges claim that the Trademark is liable to take in response cause deception or confusion to the infringement public, Importer shall forthwith notify Producer giving particulars thereof and Importer will, at Producer’s expense, provide all reasonable information and assistance to Producer in any proceeding which is commenced or threatened infringement engaged in by the Producer. (g) The copyright in all brochures, pamphlets and material supplied by Producer to Importer and relating to the Products shall be and shall remain the property of Producer and Importer shall, upon termination of this Agreement, return to Producer or dispose of as Producer shall direct at the Trademarkcost of Producer, all samples supplied by Producer together with all such brochures and materials as aforesaid.

Trademark. 3.1 Subject to 8.1 Honeywell hereby grants Distributor a non-exclusive, royalty free sublicense during the terms term of this Agreement, ZOGENIX hereby grants to DESITINuse the trademarks, its Affiliates names and permitted sub-licensees a license related designs applicable to the Trademark for no additional consideration. 3.2 DESITIN will use Products set out in Schedule A (collectively, the Trademark to identify the Product and “Trademarks”) in its development and commercialisation of the Product a form approved in the Territory. Therefore, DESITIN shall use the Trademark as part of the Product name along with such other words as ZOGENIX and DESITIN shall mutually agree are appropriate for the commercialisation of the Product in the Territorywriting by Honeywell. The Trademark Trademarks shall be owned and registered by ZOGENIX or its nominee and ZOGENIX or its nominee shall ensure that the registration of such Trademark is kept valid within the Territory, unless otherwise agreed upon between the Parties in writing. 3.3 The Trademark shall only be used solely in connection with sale the marketing, sale, installation, and marketing servicing of Products. Use of or linkage between any of Honeywell’s domain names, websites or URLs, or those of Honeywell’s affiliates, and any of Distributor’s must be approved by Honeywell in advance in writing. All such use will be in accordance with the Trademark Use Guidelines as set out in Schedule G and as Honeywell notifies Distributor from time to time. Upon expiration or termination of this Agreement, Distributor shall immediately cease any and all use of the Product within the Field and other activities Trademarks in any manner. The rights granted to Distributor pursuant to this Agreement are personal to Distributor and may not be transferred, assigned or sublicensed, by operation of law or otherwise, nor may Distributor delegate its obligations hereunder without the written consent of Honeywell. 8.2 All such Trademarks, trade names, other marks, product names, domain names, web sites, registrations, URLs, other proprietary information, as well as Honeywell’s patents, and those of Honeywell’s affiliates, are recognized by Distributor as the exclusive intellectual property of Honeywell International Inc. and its affiliates. All goodwill resulting from the use of the Trademarks by Distributor, including any additional goodwill that may develop because of Distributor’s use of the Trademarks shall inure solely to the benefit of Honeywell International Inc and its affiliates and Distributor shall not acquire any rights in the Territory. 3.4 DESITIN shall ensure that each Trademarks except the limited use by it, its Affiliates and permitted sub-licensees of the Trademark is accompanied by an acknowledgement that the Trademark is owned by ZOGENIXrights specifically granted in this Agreement. DESITIN, its Affiliates and permitted sub-licensees Distributor shall not (Ai) use the Trademark Trademarks in a way that might materially prejudice its distinctiveness or validity or the goodwill of ZOGENIX therein, or any manner likely to diminish their commercial value; (Bii) knowingly use any trademarks name, domain name, social media name, logo or trade names so resembling the Trademark as to be icon likely to cause confusion with the Trademarks; (iii) make any representation to the effect that the Trademarks are owned by Distributor; (iv) file or deceptionobtain, or cause any third party to file or obtain, any applications or registrations or domain names for the Trademarks or any terms confusingly similar to the Trademarks; or (v) challenge the validity of Honeywell Inc's (or its affiliates’) ownership of the Trademarks. Distributor further shall not at any time, either during the life of or after expiration of this Agreement, contest the validity of the Trademarks or assert or claim any other right to manufacture, sell or offer for sale products under the Trademarks, or any trademark confusingly similar thereto. 3.5 DESITIN 8.3 All materials of any kind which contain the Trademarks which Distributor intends to use and its proposed placement must be approved in advance and in writing (including facsimile) by Honeywell to ensure proper trademark usage by Distributor. Honeywell shall promptly review such Copy received from Distributor and shall not haveunreasonably withhold its consent. Such Copy shall be deemed disapproved if Honeywell does not provide a reply to Distributor within fifteen (15) business days of Honeywell’s receipt of such proposed Copy. Honeywell may refuse to approve, assert and Distributor shall not distribute, any materials containing or acquire any right, title or interest in or referring to the Trademark that derogates, erodes or tends to tarnish the goodwill pertaining theretoTrademark, except as explicitly provided in Clause 3.1 of this Agreement. 3.6 DESITIN shall give ZOGENIX prompt notice of any infringement or threatened infringement otherwise diminish the value of the Trademark, in Honeywell’s opinion. 8.4 Distributor will promptly inform Honeywell of any actual or possible infringement of such intellectual property which comes to Distributor’s attention. ZOGENIX shall determine Honeywell may decide in its sole discretion whether and what action, if any, steps should be taken to take in response to the infringement prevent or threatened terminate infringement of the TrademarkTrademarks in the Territory, including the institution of legal proceedings and settlement of any claim or proceeding. Distributor will provide or procure reasonable assistance, such as the furnishing of documents and information and the execution of all reasonably necessary documents, as Honeywell may reasonably request.

Trademark. 3.1 Subject to the terms of this Agreement8.01 MediciNova shall, ZOGENIX hereby grants to DESITIN, its Affiliates and permitted sub-licensees a license to the Trademark for no additional consideration. 3.2 DESITIN will use the Trademark to identify the Product and in its development sole discretion, in its own name and commercialisation of at its own expense, select, register and own all right, title and interest in its own trademark to be used for the Product in the Territory. Therefore, DESITIN MediciNova Territory (“Trademark”). 8.02 Kissei shall use have the right to register the Trademark as part of at Kissei’s expense and in Kissei’s name in the Product name along Kissei Territory solely for use with such other words as ZOGENIX and DESITIN shall mutually agree are appropriate for the commercialisation of the respect to Product in the Kissei Territory. The In the event that the Trademark has been registered by MediciNova in the Kissei Territory, MediciNova shall assign and transfer such Trademark registrations in the Kissei Territory to Kissei free of charge upon Kissei’s request. 8.03 MediciNova shall be owned and registered by ZOGENIX or its nominee and ZOGENIX or its nominee shall ensure that responsible for the registration of such Trademark is kept valid within the Territory, unless otherwise agreed upon between the Parties in writing. 3.3 The Trademark shall only be used in connection with sale and marketing clearance of the Product within the Field and other activities pursuant to this Agreement Trademark in the MediciNova Territory whereas Kissei shall be responsible for the clearance of the Trademark in the Kissei Territory. 3.4 DESITIN 8.04 MediciNova shall ensure that each use by it, its Affiliates and permitted sub-licensees continue to be the owner of the Trademark is accompanied by an acknowledgement that in the Trademark is owned by ZOGENIXMediciNova Territory after the expiration or termination of this Agreement. DESITIN, its Affiliates and permitted sub-licensees MediciNova shall not (A) use have the right to maintain the registrations of the Trademark in a way the MediciNova Territory at its own expense. 8.05 Neither Party shall use or maintain the Trademark nor will either Party apply for the Trademark outside of its respective territory, except that might materially MediciNova may apply to register the Trademark in the Kissei Territory subject to Section 8.02 above. Neither Party shall take action ** CERTAIN INFORMATION (INDICATED BY ASTERISKS) HAS BEEN OMITTED FROM THIS DOCUMENT PURSUANT TO A CONFIDENTIAL TREATMENT REQUEST. AN UNREDACTED VERSION OF THIS DOCUMENT HAS BEEN FILED WITH THE SECURITIES AND EXCHANGE COMMISSION. which could prejudice its distinctiveness the validity, registration or validity or reputation of the Trademark and the goodwill of ZOGENIX therein, or (B) use any trademarks or trade names so resembling associated with the Trademark as to be likely to cause confusion or deceptionsame. 3.5 DESITIN shall not have8.06 The Parties undertake to inform each other promptly on any material opposition, assert or acquire any right, title or interest in or to the Trademark or the goodwill pertaining thereto, except as explicitly provided in Clause 3.1 of this Agreement. 3.6 DESITIN shall give ZOGENIX prompt notice of any infringement or threatened infringement of the Trademark in their respective territories, or challenge or threatened challenge to the validity of the Trademark or cancellation or threat thereof of any registration therefor coming to their notice. In the MediciNova Territory, MediciNova shall have the exclusive right to take action in respect of the registration, defence, infringement, and maintenance of the Trademark and Kissei shall provide all such assistance and co-operation, including but not limited to furnishing of documents and information and the execution of registered user documentation or the like as may be required to give effect to any action as may be taken, or required to be taken by MediciNova, and in the Kissei Territory it is Kissei that shall have the corresponding rights for the Trademark. ZOGENIX shall determine Each Party must approve in its sole discretion what action, writing any proposed settlement by the other Party if any, to take in response to such proposed settlement involves allowing the infringement or threatened infringement co-existence of the TrademarkTrademark with another m▇▇▇ in such Party’s respective Territory.

Trademark. 3.1 Subject to 6.1 ATHX shall select the terms of this AgreementTrademark in accordance with laws, ZOGENIX hereby grants to DESITIN, its Affiliates rules and permitted sub-licensees a license to regulations in the Territory and taking into account advice from relevant authorities. The Trademark shall be ATHX’s property. 6.2 ATHX shall register and maintain the Trademark for no additional consideration. 3.2 DESITIN the Product at the competent authority in the Territory including the Japan Patent Office. ATHX shall be the party to file application of and maintain the registration of Trademark and to defend the registration against any third party’s challenge including, without limitation, filing of invalidation trial. ATHX shall be responsible for the costs and fees incurred in relation to filing application of, maintaining and defending the registration of the Trademark. CHUGAI will cooperate with ATHX with respect to all such activities as reasonably requested by ATHX from time to time, including by providing such testimony, documents, samples or other materials required to prove use of the Trademark to identify the Product and in its development and commercialisation of the Product in the Territory. Therefore, DESITIN shall use the Trademark as part of the Product name along with such other words as ZOGENIX and DESITIN shall mutually agree are appropriate for the commercialisation of the Product in the Territory. The Trademark shall be owned out-of-pocket costs and registered fees incurred by ZOGENIX or its nominee and ZOGENIX or its nominee shall ensure that the registration of such Trademark is kept valid within the Territory, unless otherwise agreed upon between the Parties in writing. 3.3 The Trademark shall only be used CHUGAI in connection with sale such cooperation shall be reimbursed by ATHX. 6.3 As between the Parties, ATHX shall have the right to enforce the Trademark against infringements or other violations thereof, shall be responsible for all costs and marketing fees incurred in relation to such activity, and shall be entitled to retain all awards or damages in connection with such activities. CHUGAI shall promptly notify ATHX of any known infringements or other violations of the Product within the Field and other activities pursuant to this Agreement Trademark in the Territory. 3.4 DESITIN shall ensure that each use by it6.4 Subject to the terms and conditions of this Agreement, ATHX hereby grants to CHUGAI and its Affiliates Affiliate an exclusive, non-transferable and permitted subnon-licensees of assignable license, with the Trademark is accompanied by an acknowledgement that the Trademark is owned by ZOGENIX. DESITINright to sublicense with prior written notice to ATHX, its Affiliates and permitted sub-licensees shall not to (Ai) use the Trademark to develop, distribute, promote, market, offer for sale, sell, and import Product in a way the Field in the Territory and (ii) to affix the Trademark anywhere in the world to the Product for the purpose of exercising the rights granted under the foregoing clause (i). 6.5 CHUGAI shall and shall cause its Affiliates and its and their respective sub-licensees to only distribute, promote, market, offer for sale, sell, and import Product in the Field in the Territory using the Trademark or to affix the Trademark anywhere in the world to the Product that might materially prejudice is developed, distributed, promoted, marketed, sold, offered to be sold or imported in the Territory. Furthermore, upon and after notice by ATHX, CHUGAI shall refer to Product in its distinctiveness or validity or regulatory filings for the Field in the Territory using the Trademark. 6.6 All goodwill of ZOGENIX thereinthe Trademark generated through use of it by CHUGAI, its Affiliate and its and their respective sublicensees will inure to the sole benefit of ATHX. CHUGAI shall not, and shall cause its Affiliate and their respective sublicensees not to (a) use, register or apply to register the Trademark, an variant of it, any ▇▇▇▇ including it or any variant of it, or (B) use any trademarks or trade names so resembling the Trademark as to be likely to cause confusion or deception. 3.5 DESITIN shall not have, assert or acquire any right, title or interest in or ▇▇▇▇ confusingly similar to the Trademark or the goodwill pertaining thereto(b) do or permit to be done any act that impairs, except as explicitly provided prejudices, dilutes or infringes ATHX’s rights in Clause 3.1 of this Agreement. 3.6 DESITIN shall give ZOGENIX prompt notice of any infringement or threatened infringement of the Trademark. ZOGENIX shall determine in its sole discretion what action, if any, to take in response to the infringement or threatened infringement of the Trademark. 6.7 CHUGAI shall and shall cause its Affiliates and its and their respective sub-licensees to only use the Trademark in the form approved by ATHX from time to time, provided that the approval shall not be unreasonably withheld. CHUGAI shall provide to ATHX samples of use of the Trademarks as reasonably requested by ATHX from time to time. CHUGAI, its Affiliate or their sublicensee(s) may seek the foregoing approval from ATHX, which approval shall not be unreasonably withheld or delayed, for use of the Trademark in combination with any ▇▇▇▇ indicating (i) CHUGAI, its Affiliate or their sublicensee, including, without limitation, corporate identity of CHUGAI, its Affiliate or their sublicensee or (ii) any brand controlled or owned by CHUGAI, its Affiliate or their sublicensee.

Trademark. 3.1 Subject (a) The appointment of Importer as the exclusive distributor of the Products in the Territory, pursuant to Section 2(a) above, shall include the exclusive permission granted by Brand Owner to Importer to use the Trademark, free from any additional payment in the Territory (but only in relation to the terms marketing, sales and promotion of the Products in the Territory), including, without limitation, in connection with the registration, development and maintenance of domain names, websites, social media accounts or other electronic marketing tools. Importer shall ensure that each reference to and use of the Trademark by Importer is in a manner from time to time approved by Brand Owner. (b) The permission to use the Trademark in the Territory hereby granted shall not be capable of assignment by Importer and upon termination of this Agreement, ZOGENIX hereby grants Agreement and all rights granted to DESITIN, its Affiliates and permitted sub-licensees a license Importer to use the Trademark shall cease forthwith. (c) Importer acknowledges the title of Brand Owner to the Trademark for no additional considerationin the Territory and elsewhere and agrees not to tamper with it or do any act which might invalidate such title or the registration of the Trademark, nor do any act which might support any application to remove the Trademark from the register nor assist any other person directly or indirectly in any such act. 3.2 DESITIN will (d) The goodwill arising from the permitted use of the Trademark by the Importer shall accrue to identify the Product and Brand Owner. (e) Importer undertakes not to use in its development and commercialisation of the Product in the Territory. Thereforebusiness any other Trademark which is similar to, DESITIN shall use or substantially similar to, or so nearly resembles the Trademark as part of to cause deception or confusion. During the Product name along with such other words as ZOGENIX and DESITIN shall mutually agree are appropriate for the commercialisation of the Product in the Territory. The Trademark shall be owned and registered by ZOGENIX or its nominee and ZOGENIX or its nominee shall ensure that the registration of such Trademark is kept valid within the TerritoryTerm, unless otherwise agreed upon between the Parties in writing. 3.3 The Trademark shall only be used in connection with sale and marketing of the Product within the Field and other activities pursuant to this Agreement Importer will not own a lemon-based cordial product in the Territory. 3.4 DESITIN (f) Brand Owner shall ensure that each use by itmake and maintain all necessary filings, its Affiliates registrations and permitted sub-licensees of the Trademark is accompanied by an acknowledgement that the Trademark is owned by ZOGENIX. DESITIN, its Affiliates and permitted sub-licensees shall not (A) use the Trademark in a way that might materially prejudice its distinctiveness or validity or the goodwill of ZOGENIX therein, or (B) use any trademarks or trade names so resembling the Trademark as to be likely to cause confusion or deception. 3.5 DESITIN shall not have, assert or acquire any right, title or interest in or renewals with respect to the Trademark or within the goodwill pertaining thereto, except as explicitly provided in Clause 3.1 Territory and use its commercially reasonable efforts to defend the Trademark and related intellectual property rights for all of this Agreement. 3.6 DESITIN shall give ZOGENIX prompt notice the Products throughout the Territory. In the event that Importer learns of any infringement or threatened Trade Dress infringement of the Trademark. ZOGENIX shall determine in its sole discretion what action, if anyor any common law passing-off by reason of imitations or otherwise, or that any third party alleges that the Trademark is liable to take in response cause deception or confusion to the public, Importer shall forthwith notify Brand Owner giving particulars thereof and Importer will, at Brand Owner’s expense, provide all reasonable information and assistance to Brand Owner. Brand Owner shall use all commercially reasonable means to protect and defend the Trademark and prosecute any valid material claim of infringement with respect to the Trademarks or threatened infringement similar rights pertaining to the Products. Subject to the immediately preceding sentences, any such proceedings shall be under the control and expense of Brand Owner. (g) The copyright in all brochures, pamphlets and material supplied by Brand Owner to Importer and relating to the TrademarkProducts shall be and shall remain the property of Brand Owner. Importer shall, upon termination of this Agreement, return such copyrighted materials to Brand Owner or dispose of as Brand Owner shall direct at the cost of Brand Owner, all samples supplied by Brand Owner together with all such brochures and materials as aforesaid.

Trademark. 3.1 Subject 5.1 The Seller hereby grants to the Distributor the non-exclusive right in the Territories to use the trademarks Trademarks in the promotion, advertisement and sale of the Products in accordance with the terms of and for the duration of this Agreement. The trademarks Trademarks are registered trademarks, ZOGENIX hereby grants to DESITIN, its Affiliates owned and permitted sub-licensees a license used by the Seller. The Seller makes no representation or warranty as to the Trademark for no additional considerationvalidity or enforceability of the trademark, nor as to whether the same infringe on any intellectual property rights of third parties in the Territories. 3.2 DESITIN will 5.2 The Products shall be sold under the Seller’s trademark and on all Products, containers and advertisements for the Products as may be prescribed by the Seller. All representations of such trademark which the Distributor intends to use shall first be submitted to the Trademark Seller for approval. 5.3 After termination of this Agreement the Distributor shall immediately cease all use of Seller’s name or any of Seller’s trademarks in any manner whatsoever. 5.4 The Distributor may not put any trademark of his own on any Products or Product’s documentation material (including without limitation any inserts), without the Seller’s permission in writing in advance. Such authorisation shall not be unreasonably withheld as long as regulatory requirements are met. 5.5 The Distributor shall not, without the prior written consent of the Seller, alter or make any addition to identify the Product labelling or packaging of the Products displaying the aforementioned Seller’s trademarks, and shall not alter, deface or remove in any manner any reference to such trademarks, any reference to the Seller or any other name attached or affixed to the Products or their packaging or labelling. 5.6 Both Seller and the Distributor shall promptly inform each other of any situation, where it has a reason to believe that trademark rights may be infringed or challenged by third parties. The Distributor shall not do or omit to do anything in its development and commercialisation use of the Product Seller’s trademarks that may or would adversely affect their validity. 5.7 The Seller agrees to and at its own expense to take appropriate action (in its sole discretion) to protect its trademark and other intellectual property rights. The Distributor agrees at the Territory. Therefore, DESITIN shall use the Trademark as part request and expense of the Product name along with such other words as ZOGENIX and DESITIN shall mutually agree are appropriate for the commercialisation of the Product in the Territory. The Trademark shall be owned and registered by ZOGENIX or its nominee and ZOGENIX or its nominee shall ensure that the registration of such Trademark is kept valid within the Territory, unless otherwise agreed upon between the Parties in writing. 3.3 The Trademark shall only be used Seller to provide all reasonable assistance in connection with sale and marketing of any action to be taken by the Product within the Field and other activities Seller pursuant to this Agreement in the Territoryclause 12.2. 3.4 DESITIN shall ensure that each use by it, its Affiliates and permitted sub-licensees of the Trademark is accompanied by an acknowledgement that the Trademark is owned by ZOGENIX. DESITIN, its Affiliates and permitted sub-licensees shall not (A) use the Trademark in a way that might materially prejudice its distinctiveness or validity or the goodwill of ZOGENIX therein, or (B) use any trademarks or trade names so resembling the Trademark as to be likely to cause confusion or deception. 3.5 DESITIN shall not have, assert or acquire any right, title or interest in or to the Trademark or the goodwill pertaining thereto, except as explicitly provided in Clause 3.1 of this Agreement. 3.6 DESITIN shall give ZOGENIX prompt notice of any infringement or threatened infringement of the Trademark. ZOGENIX shall determine in its sole discretion what action, if any, to take in response to the infringement or threatened infringement of the Trademark.

Trademark. 3.1 Subject 6.1 ATHX shall select the Trademark in accordance with Laws in the Territory and taking into account advice from relevant authorities. The Trademark shall be property of ATHX. 6.2 As between the Parties, ATHX shall have the right to the terms of this Agreement, ZOGENIX hereby grants to DESITIN, its Affiliates register and permitted sub-licensees a license to maintain the Trademark for no additional consideration. 3.2 DESITIN the Product at the competent authority in the Territory including the Japan Patent Office. ATHX shall be the party to file application of and maintain the registration of Trademark and to defend the registration against any third party’s challenge including, * Confidential treatment has been requested for the redacted portions of this exhibit, and such confidential portions have been omitted and filed separately with the Securities and Exchange Commission. without limitation, filing of invalidation trial. ATHX shall be responsible for the costs and fees incurred in relation to filing application of, maintaining and defending the registration of the Trademark. Healios will cooperate with ATHX with respect to all such activities as reasonably requested by ATHX from time to time, including by providing such testimony, documents, samples or other materials required to prove use of the Trademark to identify the Product and in its development and commercialisation of the Product in the Territory. Therefore, DESITIN shall use the Trademark as part of the Product name along with such other words as ZOGENIX and DESITIN shall mutually agree are appropriate for the commercialisation of the Product in the Territory. The Trademark shall be owned reasonable out-of-pocket costs and registered fees incurred by ZOGENIX or its nominee and ZOGENIX or its nominee shall ensure that the registration of such Trademark is kept valid within the Territory, unless otherwise agreed upon between the Parties in writing. 3.3 The Trademark shall only be used Healios in connection with sale such cooperation shall be reimbursed by ATHX. 6.3 As between the Parties, ATHX shall have the right to enforce the Trademark against infringements or other violations thereof, shall be responsible for all costs and marketing fees incurred in relation to such activity, and shall be entitled to retain all awards or damages in connection with such activities. Healios shall promptly notify ATHX of any known infringements or other violations of the Product within the Field and other activities pursuant to this Agreement Trademark in the Territory. 3.4 DESITIN 6.4 Subject to the terms and conditions of this Agreement, ATHX hereby grants to Healios and its Affiliate an exclusive, non-transferable and non-assignable license, with the right to sublicense with prior written notice to ATHX, to use the Trademark to develop, distribute, promote, market, offer for sale, sell, and import Product in the Primary Field in the Territory. 6.5 Healios shall ensure that each use and shall cause its Affiliate and its and their respective sublicensee to only distribute, promote, market, offer for sale, and sell Product in the Primary Field in the Territory using the Trademark. Furthermore, upon and after notice by itATHX, Healios shall refer to Product in its Affiliates and permitted sub-licensees regulatory filings for the Primary Field in the Territory using the Trademark. 6.6 All goodwill of the Trademark is accompanied generated through use of it by Healios, its Affiliate and its and their respective sublicensee will inure to the sole benefit of ATHX. Healios shall not, and shall cause its Affiliate and their respective sublicensee not to (a) use, register or apply to register the Trademark, an acknowledgement that variant of it, any ▇▇▇▇ including it or any variant of it, or any ▇▇▇▇ confusingly similar to the Trademark is owned by ZOGENIX. DESITINor (b) do or permit to be done any act that impairs, prejudices, dilutes or infringes ATHX’s rights in the Trademark. 6.7 Healios shall and shall cause its Affiliates Affiliate and permitted sub-licensees shall not (A) its and their respective sublicensee to only use the Trademark in a way the form approved by ATHX from time to time, provided that might materially prejudice its distinctiveness or validity or the goodwill approval shall not be unreasonably withheld. Healios shall provide to ATHX samples of ZOGENIX therein, or (B) use any trademarks or trade names so resembling of the Trademark as reasonably requested by ATHX from time to be likely to cause confusion time. Healios, its Affiliate or deception. 3.5 DESITIN their sublicensee may seek the foregoing approval from ATHX, which approval shall not havebe unreasonably withheld or delayed, assert or acquire any right, title or interest in or to for use of the Trademark in combination with any ▇▇▇▇ indicating (i) Healios, its Affiliate or the goodwill pertaining theretotheir sublicensee, except as explicitly provided in Clause 3.1 including, without limitation, corporate identity of this AgreementHealios, its Affiliate or their sublicensee or (ii) any brand controlled or owned by Healios, its Affiliate or their sublicensee. 3.6 DESITIN shall give ZOGENIX prompt notice of any infringement or threatened infringement of the Trademark. ZOGENIX shall determine in its sole discretion what action, if any, to take in response to the infringement or threatened infringement of the Trademark.